FIRST INDUSTRIAL LP - 10-Q Quarterly Report

Back to GetFilings.com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

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

Commission File Number 333-21873

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

FIRST INDUSTRIAL, L.P.
(Exact Name of Registrant as Specified in its Charter)

DELAWARE 36-3924586
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

311 S. WACKER DRIVE, SUITE 4000, CHICAGO, ILLINOIS 60606
(Address of Principal Executive Offices)

(312) 344-4300
(Registrant's Telephone Number, Including Area Code)

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

FIRST INDUSTRIAL, L.P.
FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2002

INDEX

PAGE
----

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001 ................ 2

Consolidated Statements of Operations for the Nine Months Ended September 30, 2002 and
September 30, 2001 ........................................................................ 3

Consolidated Statements of Operations for the Three Months Ended September 30, 2002 and
September 30, 2001 ........................................................................ 4

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and
September 30, 2001 ........................................................................ 5

Notes to Consolidated Financial Statements ................................................ 6-18

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations .............................................................. 19-30

Item 3. Quantitative and Qualitative Disclosures About Market Risk .......................... 30

Item 4. Controls and Procedures ............................................................. 30

PART II: OTHER INFORMATION

Item 1. Legal Proceedings ................................................................... 31
Item 2. Changes in Securities ............................................................... 31
Item 3. Defaults Upon Senior Securities ..................................................... 31
Item 4. Submission of Matters to a Vote of Security Holders ................................. 31
Item 5. Other Information ................................................................... 31
Item 6. Exhibits and Report on Form 8-K ..................................................... 31

SIGNATURE ...................................................................................... 32

CERTIFICATIONS ................................................................................. 33-34

EXHIBIT INDEX .................................................................................. 35

1

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST INDUSTRIAL, L.P.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

September 30, December 31,
2002 2001
----------- -----------
ASSETS

Assets:
Investment in Real Estate:
Land .......................................................... $ 364,344 $ 368,725
Buildings and Improvements .................................... 1,808,213 1,801,097
Furniture, Fixtures and Equipment ............................. 1,174 1,174
Construction in Progress ...................................... 128,925 140,887
Less: Accumulated Depreciation ................................ (257,542) (229,293)
----------- -----------
Net Investment in Real Estate ......................... 2,045,114 2,082,590

Real Estate Held for Sale, Net of Accumulated Depreciation and
Amortization of $4,848 at September 30, 2002 and $3,917 at
December 31, 2001 .............................................. 19,372 28,702
Investments in and Advances to Other Real Estate Partnerships .... 400,818 378,350
Restricted Cash .................................................. 12,517 6,394
Tenant Accounts Receivable, Net .................................. 10,716 10,145
Investments in Joint Ventures .................................... 13,208 9,010
Deferred Rent Receivable ......................................... 12,976 12,140
Deferred Financing Costs, Net .................................... 11,850 10,173
Prepaid Expenses and Other Assets, Net ........................... 62,708 43,148
----------- -----------
Total Assets .......................................... $ 2,589,279 $ 2,580,652
=========== ===========

LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable, Net ...................................... $ 55,709 $ 46,731
Senior Unsecured Debt, Net ....................................... 1,211,788 1,048,491
Acquisition Facility Payable ..................................... 110,400 182,500
Accounts Payable and Accrued Expenses ............................ 67,601 68,919
Rents Received in Advance and Security Deposits .................. 22,463 22,890
Distributions Payable ............................................ 31,620 31,196
----------- -----------
Total Liabilities ..................................... 1,499,581 1,400,727
----------- -----------

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

Partners' Capital:
General Partner Preferred Units (100,000 units issued and
outstanding at September 30, 2002 and 140,000 units issued and
outstanding at December 31, 2001) ............................. 240,657 336,990
General Partner Units (39,641,596 and 38,904,687 units issued and
outstanding at September 30, 2002 and December 31, 2001,
respectively) ................................................. 695,168 686,544
Unamortized Value of General Partnership Restricted Units ....... (5,572) (6,247)
Limited Partners' Units (6,862,000 and 6,972,649 units issued and
outstanding at September 30, 2002 and December 31, 2001,
respectively) ................................................. 170,183 175,019
Accumulated Other Comprehensive Loss ............................ (10,738) (12,381)
----------- -----------
Total Partners' Capital ............................. 1,089,698 1,179,925
----------- -----------
Total Liabilities and Partners' Capital ............. $ 2,589,279 $ 2,580,652
=========== ===========

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

2

FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
(UNAUDITED)

Nine Months Nine Months
Ended Ended
September 30, 2002 September 30, 2001
------------------- -------------------

Revenues:
Rental Income ...................................................... $ 168,213 $ 177,288
Tenant Recoveries and Other Income ................................. 54,091 57,275
--------- ---------
Total Revenues ........................................... 222,304 234,563
--------- ---------
Expenses:
Real Estate Taxes .................................................. 35,085 36,486
Repairs and Maintenance ............................................ 14,666 12,632
Property Management ................................................ 8,139 7,965
Utilities .......................................................... 5,609 6,101
Insurance .......................................................... 1,641 1,298
Other .............................................................. 5,538 5,286
General and Administrative ......................................... 13,726 13,070
Interest Expense ................................................... 64,304 59,733
Amortization of Deferred Financing Costs ........................... 1,414 1,307
Depreciation and Other Amortization ................................ 46,914 42,120
--------- ---------
Total Expenses .......................................... 197,036 185,998
--------- ---------

Income from Continuing Operations Before Equity in Income of Other Real
Estate Partnerships, Equity in Income of Joint Ventures and Gain
on Sale of Real Estate ............................................ 25,268 48,565
Equity in Income of Other Real Estate Partnerships .................... 40,245 38,706
Equity in Income of Joint Ventures .................................... 1,135 751
Gain on Sale of Real Estate ........................................... 5,538 33,743
--------- ---------
Income From Continuing Operations ..................................... 72,186 121,765
Income from Discontinued Operations (Including Gain on Sale of Real
Estate of $25,591 for the Nine Months Ended September 30, 2002) ... 30,497 5,243
--------- ---------
Net Income Before Extraordinary Loss .................................. 102,683 127,008
Extraordinary Loss .................................................... (888) (10,309)
--------- ---------
Net Income ............................................................ 101,795 116,699
Less: Preferred Unit Distributions ................................... (18,388) (21,693)
--------- ---------
Net Income Available to Unitholders ................................... $ 83,407 $ 95,006
========= =========

Income from Continuing Operations Available to Unitholders
Per Weighted Average Unit Outstanding:
Basic ...................................................... $ 1.16 $ 2.15
========= =========
Diluted .................................................... $ 1.16 $ 2.14
========= =========

Net Income Available to Unitholders Before Extraordinary Loss
Per Weighted Average Unit Outstanding:
Basic ...................................................... $ 1.82 $ 2.26
========= =========
Diluted .................................................... $ 1.81 $ 2.25
========= =========

Net Income Available to Unitholders Per Weighted Average Unit
Outstanding:
Basic ...................................................... $ 1.80 $ 2.04
========= =========
Diluted .................................................... $ 1.79 $ 2.03
========= =========

Net Income ............................................................ $ 101,795 $ 116,699
Other Comprehensive Income:
Cumulative Transition Adjustment ........................... -- (14,920)
Settlement of Interest Rate Protection Agreement ........... 1,772 (191)
Mark-to-Market of Interest Rate Swap Agreements ............ (259) --
Write-off of Unamortized Interest Rate Protection Agreement
Due to the Early Retirement of Debt ...................... -- 2,156
Amortization of Interest Rate Protection Agreements ........ 130 753
--------- ---------
Comprehensive Income .................................................. $ 103,438 $ 104,497
========= =========

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

3

FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)
(UNAUDITED)

Three Months Three Months
Ended Ended
September 30, 2002 September 30, 2001
------------------ ------------------

Revenues:
Rental Income ................................................... $ 56,516 $ 55,596
Tenant Recoveries and Other Income .............................. 19,061 17,775
-------- --------
Total Revenues ........................................ 75,577 73,371
-------- --------
Expenses:
Real Estate Taxes ............................................... 11,395 11,577
Repairs and Maintenance ......................................... 5,256 3,632
Property Management ............................................. 2,436 2,230
Utilities ....................................................... 1,993 1,613
Insurance ....................................................... 587 292
Other ........................................................... 1,863 1,172
General and Administrative ...................................... 3,759 3,888
Interest Expense ................................................ 23,069 19,337
Amortization of Deferred Financing Costs ........................ 489 442
Depreciation and Other Amortization ............................. 16,072 14,044
-------- --------
Total Expenses........................................ 66,919 58,227
-------- --------
Income from Continuing Operations Before Equity in Income of Other
Real Estate Partnerships, Equity in Income of Joint Ventures and
Gain on Sale of Real Estate ..................................... 8,658 15,144

Equity in Income of Other Real Estate Partnerships ................. 7,182 14,718
Equity in Income of Joint Ventures ................................. 559 315
Gain on Sale of Real Estate ........................................ 1,327 12,131
-------- --------
Income From Continuing Operations .................................. 17,726 42,308
Income from Discontinued Operations (Including Gain on Sale of Real
Estate of $13,314 for the Three Months Ended September 30, 2002) 14,474 2,964
-------- --------
Net Income ......................................................... 32,200 45,272
Less: Preferred Unit Distributions ................................ (5,044) (7,231)
-------- --------
Net Income Available to Unitholders ................................ $ 27,156 $ 38,041
======== ========
Income from Continuing Operations Available to Unitholders
Per Weighted Average Unit Outstanding:
Basic ................................................... $ .27 $ .75
======== ========
Diluted ................................................. $ .27 $ .75
======== ========
Net Income Available to Unitholders Per Weighted Average Unit
Outstanding:
Basic ................................................... $ .58 $ .81
======== ========
Diluted ................................................. $ .58 $ .81
======== ========

Net Income ......................................................... $ 32,200 $ 45,272
Other Comprehensive Income:
Mark-to-Market of Interest Rate Swap Agreements ......... (80) --
Amortization of Interest Rate Protection Agreements ..... 5 51
-------- --------
Comprehensive Income ............................................... $ 32,125 $ 45,323
======== ========

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

4

FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income ................................................... $ 101,795 $ 116,699
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation ................................................ 41,216 37,185
Amortization of Deferred Financing Costs .................... 1,414 1,307
Other Amortization .......................................... 10,802 10,269
Equity in Income of Joint Ventures .......................... (1,135) (751)
Distributions from Joint Ventures ........................... 1,135 751
Gain on Sale of Real Estate ................................. (31,129) (33,743)
Extraordinary Loss .......................................... 888 10,309
Equity in Income of Other Real Estate Partnerships .......... (40,245) (38,706)
Distributions from Investment in Other Real Estate
Partnerships ........................................... 40,245 38,706
(Increase) Decrease in Tenant Accounts Receivable and Prepaid
Expenses and Other Assets, Net .......................... (16,758) 1,094
Increase in Deferred Rent Receivable ........................ (1,942) (2,315)
Decrease in Accounts Payable and Accrued Expenses and
Rents Received in Advance and Security Deposits......... (3,472) (18,944)
--------- ---------
Net Cash Provided by Operating Activities ............. 102,814 121,861
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of and Additions to Investment in Real Estate ..... (193,593) (296,147)
Net Proceeds from Sales of Investment in Real Estate ........ 229,739 236,180
Investments in and Advances to Other Real Estate
Partnerships ........................................... (90,836) (92,471)
Distributions from Other Real Estate Partnerships in
Excess of Equity in Income ............................. 68,368 83,870
Contributions to and Investments In Joint Ventures .......... (6,654) --
Distributions from Joint Ventures in Excess of Equity in
Income ................................................. 744 340
Repayment of Mortgage Loans Receivable ...................... 5,780 2,987
Increase in Restricted Cash ................................. (6,123) (9,599)
--------- ---------
Net Cash Provided by (Used in) Investing Activities .... 7,425 (74,840)
--------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Unit Contributions ........................................... 15,895 16,646
Unit Distributions ........................................... (94,256) (91,543)
Purchase of General Partner Units ............................ -- (5,141)
Repurchase of Restricted Units ............................... (1,796) (1,866)
Preferred Unit Distributions ................................. (18,388) (21,693)
Repayments on Mortgage Loans Payable ......................... (2,825) (12,826)
Proceeds from Senior Unsecured Debt .......................... 247,950 199,390
Other Proceeds from Senior Unsecured Debt .................... 1,772 --
Repayment of Senior Unsecured Debt ........................... (84,930) (100,000)
Redemption of Preferred Units ................................ (100,000) --
Proceeds from Acquisition Facilities Payable ................. 359,900 322,300
Repayments on Acquisition Facilities Payable ................. (432,000) (340,300)
Cost of Debt Issuance and Prepayment Fees .................... (3,876) (8,942)
Book Overdraft ............................................... 2,315 --
--------- ---------
Net Cash Used in Financing Activities ................. (110,239) (43,975)
--------- ---------
Net Increase in Cash and Cash Equivalents .................... -- 3,046
Cash and Cash Equivalents, Beginning of Period ............... -- 3,644
--------- ---------
Cash and Cash Equivalents, End of Period ..................... $ -- $ 6,690
========= =========

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

5

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

1. ORGANIZATION AND FORMATION OF PARTNERSHIP

First Industrial, L.P. (the "Operating Partnership") was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial Realty Trust, Inc. (the "Company") with an
approximate 85.2% ownership interest at September 30, 2002. The limited partners
of the Operating Partnership own approximately a 14.8% interest in the Operating
Partnership at September 30, 2002. The Company also owns a preferred general
partnership interest in the Operating Partnership with an aggregate liquidation
priority of $250,000. The Company is a real estate investment trust ("REIT") as
defined in the Internal Revenue Code. The Company's operations are conducted
primarily through the Operating Partnership.

The Operating Partnership is the sole member of several limited liability
companies (the "L.L.C.s"), the sole stockholder of First Industrial Development
Services, Inc., and holds at least a 99% limited partnership interest in each of
eight limited partnerships (together, the "Other Real Estate Partnerships"). The
Operating Partnership, through separate wholly-owned limited liability companies
in which it is the sole member, also owns minority equity interests in and
provides asset and property management services to, three joint ventures which
invest in industrial properties (the "September 1998 Joint Venture", the
"September 1999 Joint Venture" and the "December 2001 Joint Venture").

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 consolidated financial statements of the Operating Partnership report
the L.L.C.s and First Industrial Development Services, Inc. (the "Consolidated
Operating Partnership") on a consolidated basis. The Other Real Estate
Partnerships, the September 1998 Joint Venture, the September 1999 Joint Venture
and the December 2001 Joint Venture are accounted for under the equity method of
accounting. As of September 30, 2002, the Consolidated Operating Partnership
owned 791 in-service properties containing an aggregate of approximately 50.3
million square feet of gross leasable area ("GLA"). On a combined basis, as of
September 30, 2002, the Other Real Estate Partnerships owned 118 in-service
properties containing an aggregate of approximately 11.3 million square feet of
GLA.

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim financial statements have been prepared
in accordance with the accounting policies described in the financial statements
and related notes included in the Operating Partnership's 2001 Form 10-K and
should be read in conjunction with such financial statements and related notes.
The following notes to these interim financial statements highlight significant
changes to the notes included in the December 31, 2001 audited financial
statements included in the Operating Partnership's 2001 Form 10-K and present
interim disclosures as required by the Securities and Exchange Commission.

6

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

In order to conform with generally accepted accounting principles,
management, in preparation of the Consolidated Operating Partnership's financial
statements, is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities as of September 30, 2002 and December 31, 2001, and the reported
amounts of revenues and expenses for each of the nine and three months ended
September 30, 2002 and 2001. Actual results could differ from those estimates.

In the opinion of management, all adjustments consist of normal recurring
adjustments necessary for a fair statement of the financial position of the
Consolidated Operating Partnership as of September 30, 2002 and the results of
its operations for each of the nine and three months ended September 30, 2002
and 2001 and its cash flows for the nine months ended September 30, 2002 and
2001.

Tenant Accounts Receivable, Net:

The Consolidated Operating Partnership provides an allowance for doubtful
accounts against the portion of tenant accounts receivable which is estimated to
be uncollectible. Tenant accounts receivable in the consolidated balance sheets
are shown net of an allowance for doubtful accounts of $1,707 as of September
30, 2002 and December 31, 2001.

Discontinued Operations:

On January 1, 2002, the Consolidated Operating Partnership adopted the
Financial Accounting Standards Board's ("FASB") Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long
Lived Assets" ("FAS 144"). FAS 144 addresses financial accounting and reporting
for the disposal of long lived assets. FAS 144 requires that the results of
operations and gains or losses on the sale of properties sold subsequent to
December 31, 2001 that were not classified as held for sale at December 31, 2001
as well as the results of operations from properties that were classified as
held for sale subsequent to December 31, 2001 be presented in discontinued
operations. FAS 144 also requires prior period results of operations for these
properties to be restated and presented in discontinued operations in prior
consolidated statements of operations.

Recent Accounting Pronouncements:

On April 30, 2002, the FASB issued Financial Accounting Standards No. 145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections" ("FAS 145"). FAS 145 rescinds both Statement
of Financial Accounting Standards No. 4, "Reporting Gains and Losses from
Extinguishment of Debt" ("FAS 4"), and the amendment to FAS 4, Statement of
Financial Accounting Standards No. 64, "Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements". FAS 145 eliminates the requirement that gains and
losses from the extinguishment of debt be aggregated and, if material,
classified as an extraordinary item, net of the related income tax effect,
unless the criteria in Accounting Principles Board Opinion No. 30, "Reporting
the Results of Operations- Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" are met. FAS 145 is effective for fiscal years beginning after May
15, 2002. The Consolidated Operating Partnership believes that FAS 145 will not
have an impact on its consolidated financial position, liquidity and results of
operations.

Reclassification:

Certain 2001 items have been reclassified to conform to the 2002
presentation.

7

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

3. INVESTMENTS IN AND ADVANCES TO OTHER REAL ESTATE PARTNERSHIPS

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

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

Condensed Combined Balance Sheets:

September 30, December 31,
2002 2001
------------ -----------

ASSETS
Assets:
Investment in Real Estate, Net ................. $357,156 $355,504
Real Estate Held for Sale, Net ................. 1,993 2,048
Other Assets, Net .............................. 97,788 72,643
-------- --------
Total Assets ........................... $456,937 $430,195
======== ========

LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage Loans Payable ......................... $ 40,247 $ 40,728
Other Liabilities .............................. 12,388 7,811
-------- --------
Total Liabilities ..................... 52,635 48,539
-------- --------
Partners' Capital .............................. 404,302 381,656
-------- --------
Total Liabilities and Partners' Capital $456,937 $430,195
======== ========

Condensed Combined Statements of Operations:

Nine Months Ended Three Months Ended
------------------------------ --------------------------------
September 30, September 30, September 30, September 30,
2002 2001 2002 2001
------------ ------------ ------------ ------------

Total Revenues ................................. $ 42,352 $ 39,882 $ 15,126 $ 14,115
Property Expenses .............................. (11,956) (10,965) (4,451) (3,870)
Interest Expense ............................... (2,210) (2,989) (741) (752)
Amortization of Deferred Financing Costs ....... (50) (50) (16) (17)
Depreciation and Other Amortization ............ (8,680) (7,199) (3,097) (2,549)
Gain on Sale of Real Estate .................... -- 14,763 -- 6,677
Income from Discontinued Operations
(Including Gain on Sale of Real Estate of
$19,437 for the Nine Months Ended September
30, 2002 and $430 for the Three Months
ended September 30, 2002) ................. 21,152 6,697 416 1,250
-------- -------- -------- --------
Net Income ..................................... $ 40,608 $ 40,139 $ 7,237 $ 14,854
======== ======== ======== ========

8

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

4. INVESTMENTS IN JOINT VENTURES

During the nine months ended September 30, 2002, the Consolidated Operating
Partnership, through wholly-owned limited liability companies in which the
Operating Partnership is the sole member, recognized approximately $674 in asset
management fees from the September 1998 Joint Venture and the September 1999
Joint Venture, and approximately $817 in property management fees from the
September 1998 Joint Venture, the September 1999 Joint Venture and the December
2001 Joint Venture. The Operating Partnership, through a wholly-owned limited
liability company in which it is the sole member, invested approximately $6,334
in the December 2001 Joint Venture. The Consolidated Operating Partnership,
through wholly-owned limited liability companies in which the Operating
Partnership is the sole member, received distributions of approximately $1,879
from the September 1998 Joint Venture, the September 1999 Joint Venture and the
December 2001 Joint Venture. As of September 30, 2002, the September 1998 Joint
Venture owned 88 industrial properties comprising approximately 4.1 million
square feet of GLA, the September 1999 Joint Venture owned two industrial
properties comprising approximately .3 million square feet of GLA and the
December 2001 Joint Venture had economic interests in 21 industrial properties
comprising approximately 3.6 million square feet of GLA. For the properties
purchased by the December 2001 Joint Venture from the Consolidated Operating
Partnership, the Consolidated Operating Partnership deferred 15% of the gain
resulting from these sales, which is equal to the Consolidated Operating
Partnership's economic interest in the December 2001 Joint Venture.

5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITY PAYABLE

Mortgage Loans Payable, Net:

On April 1, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of $5,814
(the "Acquisition Mortgage Loan VIII"). The Acquisition Mortgage Loan VIII is
collateralized by one property in Rancho Dominguez, California, bears interest
at a fixed rate of 8.26% and provides for monthly principal and interest
payments based on a 22-year amortization schedule. The Acquisition Mortgage Loan
VIII matures on December 1, 2019. The Acquisition Mortgage Loan VIII may be
prepaid only after November 2004 in exchange for the greater of a 1% prepayment
fee or yield maintenance premium.

On April 1, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of $6,030
(the "Acquisition Mortgage Loan IX"). The Acquisition Mortgage Loan IX is
collateralized by one property in Rancho Dominguez, California, bears interest
at a fixed rate of 8.26% and provides for monthly principal and interest
payments based on a 22-year amortization schedule. The Acquisition Mortgage Loan
IX matures on December 1, 2019. The Acquisition Mortgage Loan IX may be prepaid
only after November 2004 in exchange for the greater of a 1% prepayment fee or
yield maintenance premium.

On January 31, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a loan in the amount of $705 (the "LB Loan II").
On June 14, 2002, the Consolidated Operating Partnership, through the Operating
Partnership, paid off and retired the LB Loan II.

On August 31, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the amount of approximately
$965 (the "Acquisition Mortgage Loan VI"). On July 2, 2002, the Consolidated
Operating Partnership, through the Operating Partnership paid off and retired
the Acquisition Mortgage Loan VI.

9

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITY PAYABLE, CONTINUED

Senior Unsecured Debt:
On April 15, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, issued $200,000 of senior unsecured debt which matures on
April 15, 2012 and bears a coupon interest rate of 6.875% (the "2012 Notes").
The issue price of the 2012 Notes was 99.310%. Interest is paid semi-annually in
arrears on April 15 and October 15. The Operating Partnership also entered into
interest rate protection agreements which were used to fix the interest rate on
the 2012 Notes prior to issuance. The Operating Partnership settled the interest
rate protection agreements for approximately $1,772 of proceeds, which is
included in other comprehensive income. The debt issue discount and the
settlement amount of the interest rate protection agreements are being amortized
over the life of the 2012 Notes as an adjustment to interest expense. The 2012
Notes contain certain covenants, including limitations on incurrence of debt and
debt service coverage.

On April 15, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, issued $50,000 of senior unsecured debt which matures on
April 15, 2032 and bears a coupon interest rate of 7.75% (the "2032 Notes"). The
issue price of the 2032 Notes was 98.660%. Interest is paid semi-annually in
arrears on April 15 and October 15. The debt issue discount is being amortized
over the life of the 2032 Notes as an adjustment to interest expense. The 2032
Notes contain certain covenants, including limitations on incurrence of debt and
debt service coverage.

On May 13, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, issued $100,000 of senior unsecured debt which matures on
May 15, 2027 and bears a coupon interest rate of 7.15% (the" 2027 Notes"). The
issue price of the 2027 Notes was 99.854%. The 2027 Notes were redeemable, at
the option of the holders thereof, on May 15, 2002. The Operating Partnership
received redemption notices from holders representing $84,930 of the 2027 Notes
outstanding. On May 15, 2002, the Consolidated Operating Partnership, through
the Operating Partnership, paid off and retired $84,930 of the 2027 Notes. Due
to the partial pay off of the 2027 Notes, the Consolidated Operating Partnership
has recorded an extraordinary loss of approximately $888 comprised of the amount
paid above the carrying amount of the 2027 Notes, the write-off of the pro rata
unamortized deferred financing fees and legal costs.

Acquisition Facility Payable:
On September 27, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, amended and restated its $300,000 unsecured line of
credit (the "2002 Unsecured Acquisition Facility", formerly, the "2000 Unsecured
Acquisition Facility"). The 2002 Unsecured Acquisition Facility matures on
September 30, 2005 and bears interest at a floating rate of LIBOR plus .70%, or
the Prime Rate, at the Consolidated Operating Partnership's election. The net
unamortized deferred financing fees related to the 2000 Unsecured Acquisition
Facility and any additional deferred financing fees incurred with the 2002
Unsecured Acquisition Facility are being amortized over the life of the 2002
Unsecured Acquisition Facility in accordance with Emerging Issues Task Force
Issue 98-14, "Debtor's Accounting for Changes in Line-of-Credit or
Revolving-Debt Arrangements".

Interest Rate Swap Agreements:

In January 2002 and August 2002, the Consolidated Operating Partnership,
through the Operating Partnership, entered into two interest rate swap
agreements (the "Interest Rate Swap Agreements") which fixed the interest rate
on a portion of the Company's 2002 Unsecured Acquisition Facility. The

10

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITY PAYABLE, CONTINUED

Consolidated Operating Partnership designated the Interest Rate Swap Agreements
as cash flow hedges. The January 2002 interest swap agreement has a notional
value of $25,000, is effective from February 4, 2002 through February 4, 2003
and fixed the LIBOR rate at 2.4975%. The August 2002 interest rate swap
agreement has a notional value of $25,000, is effective from September 5, 2002
through September 5, 2003 and fixed the LIBOR rate at 1.884%. Any payments or
receipts from the Interest Rate Swap Agreements will be treated as a component
of interest expense. The Consolidated Operating Partnership anticipates that the
Interest Rate Swap Agreements will be highly effective, and, as a result, the
change in value will be shown in other comprehensive income. The following table
discloses information about all of the Consolidated Operating Partnership's
outstanding interest rate swap agreements at September 30, 2002.

Notional Amount Effective Date Maturity Date LIBOR Rate
- --------------- ---------------- ---------------- -------------
$25,000 October 5, 2001 October 5, 2002 2.5775%
$25,000 October 5, 2001 July 5, 2003 3.0775%
$25,000 February 4, 2002 February 4, 2003 2.4975%
$25,000 September 5, 2002 September 5, 2003 1.884%

11

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITY PAYABLE, CONTINUED

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

(1) On June 14, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, paid off and retired the LB Loan II.

(2) At December 31, 2001, the Acquisition Mortgage Loan VI is net of an
unamortized premium of $41.

(3) At September 30, 2002, the 2007 Notes, 2011 PATS, 2017 Notes, 2027 Notes,
2028 Notes, 2011 Notes, 2012 Notes and the 2032 Notes are net of
unamortized discounts of $24, $402, $145, $18, $203, $513, $1,317 and $660,
respectively. At December 31, 2001, the 2007 Notes, 2011 PATS, 2017 Notes,
2027 Notes, 2028 Notes and the 2011 Notes are net of unamortized discounts
of $28, $437 $153, $123, $209 and $559, respectively.

(4) The 2011 PATS are redeemable at the option of the holder thereof, on May
15, 2004.

(5) The 2027 Notes were redeemable at the option of the holders thereof, on May
15, 2002. The Consolidated Operating Partnership, through the Operating
Partnership, redeemed $84,930 of the 2027 Notes outstanding on May 15,
2002.

(6) The Consolidated Operating Partnership paid off and retired the CIGNA Loan
on October 1, 2002.

(7) On July 2, 2002 the Consolidated Operating Partnership paid off and retired
the Acquisition Mortgage Loan VI.

(8) The 2000 Unsecured Acquisition Facility was amended and restated in
September 2002.

The following is a schedule of the stated maturities and scheduled
principal payments of the mortgage loans payable, senior unsecured debt and
acquisition facility payable for the next five years ending December 31, and
thereafter:
Amount
-------------
Remainder of 2002 $ 32,904
2003 3,826
2004 1,010
2005 161,503
2006 153,022
Thereafter 1,028,914
-------------
Total $ 1,381,179
=============

12

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

5. MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITY PAYABLE, CONTINUED

The Consolidated Operating Partnership paid off and retired the CIGNA Loan
(defined in Note 12) on October 1, 2002. As a result, the CIGNA Loan is shown as
maturing in 2002.

Other Comprehensive Income:

In conjunction with the prior issuances of senior unsecured debt, the
Consolidated Operating Partnership, through the Operating Partnership, entered
into interest rate protection agreements to fix the interest rate on anticipated
offerings of senior unsecured debt (the "Interest Rate Protection Agreements").
In the next 12 months, the Consolidated Operating Partnership will amortize
approximately $197 into net income as an increase to interest expense.

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

Balance at December 31, 2001................................... $ (12,381)
Settlement of Interest Rate Protection Agreements......... 1,772
Change in Market Value of Interest Rate Swap Agreements... (259)
Amortization of Interest Rate Protection Agreements ...... 130
---------
Balance at September 30, 2002.................................. $ (10,738)
=========

6. PARTNERS' CAPITAL

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

General Partner Preferred Units:

On May 14, 1997 the Company issued 4,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 8 3/4%, $.01 par value, Series
B Cumulative Preferred Stock (the "Series B Preferred Stock"), at an initial
offering price of $25.00 per Depositary Share. The net proceeds of $96,292
received from the Series B Preferred Stock were contributed to the Operating
Partnership in exchange for 8 3/4% Series B Cumulative Preferred Units (the
"Series B Preferred Units"). On or after May 14, 2002, the Series B 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
$100,000 in the aggregate, plus dividends accrued and unpaid to the redemption
date. On April 12, 2002, the Company called for the redemption of all of its
outstanding Series B Preferred Stock at the price of $25.00 per share, plus
accrued and unpaid dividends. The Company redeemed the Series B Preferred Stock
on May 14, 2002 and paid a prorated second quarter dividend of $.26736 per
Depositary Share, totaling approximately $1,069. The Series B Cumulative
Preferred Units were redeemed on May 14, 2002 as well.

13

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

6. PARTNERS' CAPITAL, CONTINUED

Unit Contributions:

During the nine months ended September 30, 2002, the Company awarded 90,260
shares of restricted common stock to certain employees and 2,753 shares of
restricted common stock to certain Directors. The Operating Partnership issued
Units to the Company in the same amount. These shares of restricted common stock
had a fair value of approximately $3,203 on the date of grant. The restricted
common stock vests over periods from one to ten years. Compensation expense will
be charged to earnings over the respective vesting period.

During the nine months ended September 30, 2002, the Company issued 940,600
non-qualified employee stock options to certain officers, Directors and
employees. These non-qualified employee stock options vest over periods from one
to three years, have a strike price of $30.53-$33.15 per share and expire ten
years from the date of grant.

During the nine months ended September 30, 2002, certain employees
exercised 561,418 non-qualified employee stock options. Net proceeds to the
Company were approximately $15,895. The Consolidated Operating Partnership,
through the Operating Partnership, issued Units to the Company in the same
amount.

During the nine months ended September 30, 2002, the Operating Partnership
issued 18,203 Units having an aggregate market value of approximately $633 in
exchange for property.

Distributions:

On January 22, 2002, the Operating Partnership paid a fourth quarter 2001
distribution of $.6800 per Unit, totaling approximately $31,196. On April 22,
2002, the Operating Partnership paid a first quarter 2002 distribution of $.6800
per Unit, totaling approximately $31,453. On July 22, 2002, the Operating
Partnership paid a second quarter 2002 distribution of $.6800 per Unit, totaling
approximately $31,607.

On April 1, 2002, the Operating Partnership paid first quarter
distributions of $54.688 per unit on its Series B Preferred Units, $53.906 per
Unit on its Series C Preferred Units, $49.688 per unit on its Series D Preferred
Units and $49.375 per unit on its Series E Preferred Units. The preferred unit
distributions paid on April 1, 2002, totaled approximately $7,231. On May 14,
2002, the Operating Partnership paid a prorated second quarter distribution of
$26.736 per unit, totaling approximately $1,069 on its Series B Preferred Units.

On July 1, 2002 and September 30, 2002, the Operating Partnership paid
second and third quarter distributions of $53.906 per unit on its Series C
Preferred Units, $49.687 per unit on its Series D Preferred Units and $49.375
per unit on its Series E Preferred Units. The preferred unit distributions paid
on July 1, 2002 and September 30, 2002 totaled approximately $5.0 million,
respectively.

7. ACQUISITION AND DEVELOPMENT OF REAL ESTATE

During the nine months ended September 30, 2002, the Consolidated
Operating Partnership acquired 30 industrial properties comprising approximately
2.7 million square feet of GLA and one land parcel. The aggregate purchase price
for these acquisitions totaled approximately $113,704 excluding costs incurred
in conjunction with the acquisition of the properties. Eight of the 30
industrial properties acquired, comprising approximately .2 million square feet
of GLA, were acquired from the September 1999 Joint Venture for an aggregate
purchase price of approximately $13,000. The Consolidated Operating Partnership
also completed the development of 13 industrial properties comprising
approximately 2.5 million square feet of GLA at a cost of approximately $92.1
million.

14

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

8. SALES OF REAL ESTATE, REAL ESTATE HELD FOR SALE AND DISCONTINUED OPERATIONS

During the nine months ended September 30, 2002, the Consolidated Operating
Partnership sold 50 industrial properties comprising approximately 5.2 million
square feet of GLA that were not classified as held for sale at December 31,
2001, 12 properties comprising approximately 1.0 million square feet of GLA that
were classified as held for sale at December 31, 2001, several land parcels and
assigned to a third party the right to purchase certain properties. Gross
proceeds from these sales were approximately $267,183. The gain on sale of real
estate was approximately $31,129, of which $25,591 is shown in discontinued
operations. In accordance with FAS 144, the results of operations and gain on
sale of real estate for the 50 sold properties that were not identified as held
for sale at December 31, 2001 are included in discontinued operations.

At September 30, 2002, the Consolidated Operating Partnership had six
industrial properties comprising approximately .6 million square feet of GLA
held for sale. One of the six properties comprising approximately .1 million
square feet of GLA held for sale at September 30, 2002 was identified as held
for sale as of December 31, 2001. In accordance with FAS 144, the results of
operations of the properties identified as held for sale during the nine months
ended September 30, 2002 are included in discontinued operations. There can be
no assurance that such properties held for sale will be sold.

The following table discloses certain information regarding the one
industrial property identified as held for sale by the Consolidated Operating
Partnership, prior to January 1, 2002.

NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------- ------------------
2002 2001 2002 2001
----- ----- ----- -----
Total Revenues $ 631 $ 169 $ 257 $ 27
Operating Expenses (156) (151) (54) (52)
----- ----- ----- -----
Net Income (Loss) $ 475 $ 18 $ 203 $ (25)
===== ===== ===== =====

15

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

9. SUPPLEMENTAL INFORMATION TO STATEMENT OF CASH FLOWS

Supplemental disclosure of cash flow information:

Nine Months Ended
------------------------------
September 30, September 30,
2002 2001
------------ ------------

Interest paid, net of capitalized interest ............................. $ 54,533 $ 53,435
========= =========
Interest capitalized ................................................... $ 6,814 $ 6,978
========= =========

Supplemental schedule of non-cash investing and financing activities:
Distribution payable on units .......................................... $ 31,620 $ 30,660
========= =========
Distribution payable on preferred units ................................ $ --- $ 7,231
========= =========

Issuance of Units in exchange for property ................................ $ 633 $ 1,491
========= =========

Exchange of limited partnership units for general partnership units:
Limited partnership units ............................................. $ (3,323) $ (7,258)
General partnership units ............................................. $ 3,323 $ 7,258
--------- ---------
$ --- $ ---
========= =========
In conjunction with the property and land acquisitions, the following
liabilities were assumed:
Purchase of real estate ............................................. $ 113,704 $ 152,579
Accrued real estate taxes and security deposits ..................... $ (1,002) $ (1,488)
Mortgage Debt ....................................................... $ (11,844) $ ---
--------- ---------
$ 100,858 $ 151,091
========= =========
In conjunction with certain property sales, the Consolidated Operating
Partnership provided seller financing:
Notes Receivable ................................................... $ 18,471 --
========= =========

16

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

10. EARNINGS PER UNIT ("EPU")

The computation of basic and diluted EPU is presented below:

Nine Months Ended Three Months Ended
---------------------------------- ------------------------------
September September 30, September 30, September 30,
30, 2002 2001 2002 2001
-------------- ---------------- -------------- ------------

Numerator:

Income from Continuing Operations ...................... $ 72,186 $ 121,765 $ 17,726 $ 42,308
Less: Preferred Distributions .......................... (18,388) (21,693) (5,044) (7,231)
-------------- ---------------- -------------- ------------
Income from Continuing Operations Available to
Unitholders For Basic and Diluted EPU.............. 53,798 100,072 12,682 35,077
Discontinued Operations ................................ 30,497 5,243 14,474 2,964
-------------- ---------------- -------------- ------------
Net Income Available to Unitholders before Extraordinary
Loss For Basic and Diluted EPU ..................... 84,295 105,315 27,156 38,041
Extraordinary Loss ..................................... (888) (10,309) -- --
-------------- ---------------- -------------- ------------
Net Income Available to Unitholders .................... $ 83,407 $ 95,006 $ 27,156 $ 38,041
============== ================ ============== ============
Denominator:

Weighted Average Units - Basic ......................... 46,268,057 46,503,069 46,503,733 46,737,886

Effect of Dilutive Securities:
Employee and Director Common Stock Options of
the Company that Result in the Issuance of General
Partnership Units ................................... 296,928 251,838 205,318 232,427
-------------- ---------------- -------------- ------------

Weighted Average Units Outstanding - Diluted ........... 46,564,985 46,754,907 46,709,051 46,970,313
============== ================ ============== ============
Basic EPU:

Income from Continuing Operations Available to
Unitholders ......................................... $ 1.16 $ 2.15 $ .27 $ .75
============== ================ ============== ============
Discontinued Operations ................................ $ .66 $ .11 $ .31 $ .06
============== ================ ============== ============
Net Income Available to Unitholders Before Extraordinary
Loss ................................................ $ 1.82 $ 2.26 $ .58 $ .81
============== ================ ============== ============
Extraordinary Loss ..................................... $ (.02) $ (.22) $ -- $ --
============== ================ ============== ============
Net Income Available to Unitholders .................... $ 1.80 $ 2.04 $ .58 $ .81
============== ================ ============== ============
Diluted EPU:

Income from Continuing Operations Available to
Unitholders ......................................... $ 1.16 $ 2.14 $ .27 $ .75
============== ================ ============== ============
Discontinued Operations ................................ $ .65 $ .11 $ .31 $ .06
============== ================ ============== ============
Net Income Available to Unitholders Before Extraordinary
Loss ................................................ $ 1.81 $ 2.25 $ .58 $ .81
============== ================ ============== ============
Extraordinary Loss ..................................... $ (.02) $ (.22) $ -- $ --
============== ================ ============== ============
Net Income Available to Unitholders .................... $ 1.79 $ 2.03 $ .58 $ .81
============== ================ ============== ============

11. COMMITMENTS AND CONTINGENCIES

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

The Consolidated Operating Partnership has committed to the construction of
30 development projects totaling approximately 3.5 million square feet of GLA
for an estimated investment of approximately $176.8 million. Of this amount,
approximately $37.5 million remains to be funded. These developments are
expected to be funded with proceeds from the sale of select properties, cash
flows from operations and borrowings under the Operating Partnership's 2002
Unsecured Acquisition Facility. The

17

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

11. COMMITMENTS AND CONTINGENCIES, CONTINUED

Consolidated Operating Partnership expects to place in service 27 of the
30 development projects during the next twelve months. There can be no assurance
that the Consolidated Operating Partnership will place these projects in service
during the next twelve months or that the actual completion cost will not exceed
the estimated completion cost stated above.

12. SUBSEQUENT EVENTS

From October 1, 2002 to November 8, 2002, the Consolidated Operating
Partnership acquired 27 industrial properties for an aggregate purchase price of
approximately $45,994, excluding costs incurred in conjunction with the
acquisition of these industrial properties. Eighteen of the 27 industrial
properties acquired, were acquired from the September 1998 Joint Venture for an
aggregate purchase price of approximately $14,770. The Consolidated Operating
Partnership also sold three industrial properties for approximately $10,437 of
gross proceeds.

From October 1, 2002 to November 8, 2002, the Company repurchased
1,039,100 shares of its common stock at a weighted average price of
approximately $27.03 per share. The Operating Partnership repurchased general
partnership units from the Company in the same amount.

On March 20, 1996, the Consolidated Operating Partnership, through the
Operating Partnership and the Indianapolis Partnership, entered into a $36,750
mortgage loan (the "CIGNA Loan"). The Consolidated Operating Partnership paid
off and retired the CIGNA Loan on October 1, 2002.

On October 21, 2002, the Operating Partnership paid a third quarter 2002
distribution of $.6800 per Unit, totaling approximately $31,620.

18

FIRST INDUSTRIAL, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

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

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

The Operating Partnership was organized as a limited partnership in the
state of Delaware on November 23, 1993. The sole general partner of the
Operating Partnership is First Industrial Realty Trust, Inc. (the "Company")
with an approximate 85.2% ownership interest at September 30, 2002. The limited
partners of the Operating Partnership own, in the aggregate, approximately a
14.8% interest in the Operating Partnership at September 30, 2002. The Company
also owns a preferred general partnership interest in the Operating Partnership
with an aggregate liquidation priority of $250.0 million. The Company is a real
estate investment trust ("REIT") as defined in the Internal Revenue Code. The
Company's operations are conducted primarily through the Operating Partnership.

The Operating Partnership is the sole member of several limited liability
companies (the "L.L.C.s") and the sole shareholder of First Industrial
Development Services, Inc. and holds at least a 99% limited partnership interest
in each of eight limited partnerships (together, the "Other Real Estate
Partnerships"). The Operating Partnership, through separate wholly-owned limited
liability companies in which it is the sole member, also owns minority equity
interests in and provides asset and property management services to three joint
ventures which invest in industrial properties (the "September 1998 Joint
Venture", the "September 1999 Joint Venture" and the "December 2001 Joint
Venture"). The financial statements of the Operating Partnership report the
L.L.C.s and First Industrial Development Services, Inc. (the "Consolidated
Operating Partnership") on a consolidated basis. The Other Real Estate
Partnerships, the September 1998 Joint Venture, the September 1999 Joint Venture
and the December 2001 Joint Venture are accounted for under the equity method of
accounting.

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

19

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

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

RESULTS OF OPERATIONS

At September 30, 2002, the Consolidated Operating Partnership owned 791
in-service properties with approximately 50.3 million square feet of gross
leasable area ("GLA"), compared to 824 in-service properties with approximately
52.5 million square feet of GLA at September 30, 2001. During the period between
October 1, 2001 and September 30, 2002, the Consolidated Operating Partnership
acquired 40 properties containing approximately 3.9 million square feet of GLA,
completed development of 14 properties totaling approximately 2.5 million square
feet of GLA and sold 81 in-service properties totaling approximately 7.0 million
square feet of GLA, six out of service properties and several land parcels. The
Consolidated Operating Partnership also took seven properties out of service
that are under redevelopment comprising approximately 1.7 million square feet of
GLA, and placed in service one property comprising approximately .1 million
square feet of GLA.

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2002 TO NINE MONTHS ENDED
SEPTEMBER 30, 2001

Rental income and tenant recoveries and other income decreased by
approximately $12.3 million or 5.2% due primarily to a decrease in same store
rental income and tenant recoveries and other income as discussed below, as well
as a decrease in rental income and tenant recoveries and other income for the
nine months ended September 30, 2002 as compared to the nine months ended
September 30, 2001 due to properties sold during the year ended December 31,
2001. This decrease is offset by an increase in rental income and tenant
recoveries and other income for the nine months ended September 30, 2002 as
compared to the nine months ended September 30, 2001 due to properties acquired
subsequent to December 31, 2000. Rental income and tenant recoveries and other
income from properties owned prior to January 1, 2001 decreased by approximately
$3.2 million or 1.7% due primarily to a decrease in average occupied GLA for the
nine months ended September 30, 2002 as compared to the nine months ended
September 30, 2001.

Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
increased by approximately $.9 million or 1.3%. This increase is due primarily
to an increase in same store property expenses as discussed below, as well as an
increase in property expenses for the nine months ended September 30, 2002 as
compared to the nine months ended September 30, 2001 due to properties acquired
subsequent to December 31, 2000. This increase is offset by a decrease in
property expenses for the nine months ended September 30, 2002 as compared to
the nine months ended September 30, 2001 due to properties sold during the year
ended December 31, 2001. Property expenses from properties owned prior to
January 1, 2001 increased by approximately $1.5 million or 2.7% due primarily to
an increase in real estate taxes, repairs and maintenance and insurance expense.
The increase in real estate taxes is primarily due to an increase in real estate
taxes in many of the Company's markets. The increase in repairs and maintenance
is due primarily to an increase in maintenance company expenses and related
costs. The increase in insurance expense is due primarily to an increase in
insurance premiums.

General and administrative expense increased by approximately $.7 million
due primarily to increases in employee compensation and additional employees for
the nine months ended September 30, 2002 as compared to the nine months ended
September 30, 2001, offset by the write-off of the Consolidated Operating
Partnership's technology investment of approximately $.7 million in the second
quarter of 2001.

Interest expense increased by approximately $4.6 million for the nine
months ended September 30, 2002 compared to the nine months ended September 30,
2001 due primarily to a higher average debt balance outstanding for the nine
months ended September 30, 2002 compared to the nine months ended

20

September 30, 2001 as well as a slight decrease in capitalized interest due to a
decrease in development activities. The average debt balance outstanding for the
nine months ended September 30, 2002 and 2001 was approximately $1,379.9 million
and $1,260.2 million, respectively. This was slightly offset by a decrease in
the weighted average interest rate on the Consolidated Operating Partnership's
outstanding debt for the nine months ended September 30, 2002 (6.8%) as compared
to the nine months ended September 30, 2001 (7.1%).

Amortization of deferred financing costs increased by approximately $.1
million due primarily to amortization of additional deferred financing costs
incurred in conjunction with the issuance of the 2012 Notes (defined below) and
the 2032 Notes (defined below).

Depreciation and other amortization increased by approximately $4.8 million
due primarily to the average book value of assets held for sale for the nine
months ended September 30, 2001 exceeding the average book value of assets held
for sale for the nine months ended September 30, 2002. Once a property is
classified as held for sale, the Consolidated Operating Partnership ceases
depreciating and amortizing the property. The increase in depreciation and
amortization is also due to additional depreciation and amortization recognized
for properties acquired subsequent to December 31, 2000.

Equity in income of Other Real Estate Partnerships increased by
approximately $1.5 million due primarily to an increase in gain on sale of real
estate (whether classified as continuing operations or discontinued operations),
offset by a decrease in net operating income (whether classified as continuing
operations or discontinued operations) and a preferred distribution made by one
of the Other Real Estate Partnerships in 2001.

Equity in income of joint ventures increased by approximately $.4 million
or 51.1% due primarily to an increase in gain on sale of real estate and the
start up of one of the Consolidated Operating Partnership's joint ventures in
December 2001.

The approximate $5.5 million gain on sale of real estate for the nine
months ended September 30, 2002 resulted from the sale of 12 industrial
properties that were identified as held for sale at December 31, 2001 and
several land parcels. Gross proceeds from these sales were approximately $39.8
million.

The approximate $33.7 million gain on sale of real estate for the nine
months ended September 30, 2001 resulted from the sale of 99 industrial
properties and several land parcels. Gross proceeds from these sales were
approximately $249.4 million.

Income from discontinued operations of approximately $30.5 million for the
nine months ended September 30, 2002 reflects the results of operations and gain
on sale of 50 industrial properties that were not held for sale at December 31,
2001 and were sold during the nine months ended September 30, 2002, the gain
associated with the assignment of the right to a third party to purchase certain
properties, as well as the results of operations of five industrial properties
identified as held for sale during the nine months ended September 30, 2002.
Gross proceeds from the sales of the 50 industrial properties were approximately
$227.4 million, resulting in a gain on sale of real estate of approximately
$25.6 million.

Income from discontinued operations of approximately $5.2 million for the
nine months ended September 30, 2001 reflects the results of operations of the
50 industrial properties that were not held for sale at December 31, 2001 and
were sold during the nine months ended September 30, 2002 as well as the results
of operations of five industrial properties identified as held for sale during
the nine months ended September 30, 2002.

The approximate $.9 million extraordinary loss for the nine months ended
September 30, 2002 is due to the early retirement of senior unsecured debt and
various mortgage loans. The extraordinary loss is comprised of the amount paid
above the carrying amount of the senior unsecured debt, the write-off of
pro rata unamortized deferred financing fees and legal costs.

The approximate $10.3 million extraordinary loss for the nine months ended
September 30, 2001 is due to the early retirement of senior unsecured debt and
various mortgage loans. The extraordinary loss is comprised of the amount paid
above the carrying amount of the senior unsecured debt, the write-off of
unamortized deferred financing fees, the write-off of the unamortized portion of
an interest rate protection agreement which was used to fix the interest rate on
the senior unsecured debt prior to

21

issuance, the settlement of an interest rate protection agreement used to fix
the retirement price of the senior unsecured debt, prepayment fees, legal costs
and other expenses.

COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2002 TO THREE MONTHS ENDED
SEPTEMBER 30, 2001

Rental income and tenant recoveries and other income increased by
approximately $2.2 million or 3.0% due primarily to an increase in same store
rental income and tenant recoveries and other income as discussed below, as well
as an increase in rental income and tenant recoveries and other income for the
three months ended September 30, 2002 as compared to the three months ended
September 30, 2001 due to properties acquired subsequent to June 30, 2001. This
increase is offset by a decrease in rental income and tenant recoveries and
other income for the three months ended September 30, 2002 as compared to the
three months ended September 30, 2001 due to properties sold during the six
months ended December 31, 2001. Rental income and tenant recoveries and other
income from properties owned prior to July 1, 2001, increased by approximately
$.8 million or 1.2% due primarily to an increase in tenant recoveries due to an
increase in property expenses (as discussed below) for the three months ended
September 30, 2002 as compared to the three months ended September 30, 2001,
offset by a decrease in average occupied GLA for the three months ended
September 30, 2002 as compared to the three months ended September 30, 2001.

Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses
increased by approximately $3.0 million or 14.7%. This increase is due primarily
to an increase in same store property expenses as discussed below, as well as an
increase in property expenses for the three months ended September 30, 2002 as
compared to the three months ended September 30, 2001 due to properties acquired
subsequent to June 30, 2001. This increase is offset by a decrease in property
expenses for the three months ended September 30, 2002 as compared to the three
months ended September 30, 2001 due to properties sold during the six months
ended December 31, 2001. Property expenses from properties owned prior to July
1, 2001 increased by approximately $1.9 million or 10.8% due primarily to an
increase in real estate taxes, repairs and maintenance and insurance expense.
The increase in real estate taxes is primarily due to an increase in real estate
taxes in many of the Consolidated Operating Partnership's markets. The increase
in repairs and maintenance is due primarily to an increase in maintenance
company expenses and related costs. The increase in insurance is due primarily
to an increase in insurance premiums.

General and administrative expense remained relatively unchanged.

Interest expense increased by approximately $3.7 million for the three
months ended September 30, 2002 compared to the three months ended September 30,
2001 due primarily to a higher average debt balance outstanding for the three
months ended September 30, 2002 compared to the three months ended September 30,
2001 as well as a decrease in capitalized interest due to a decrease in
development activities. The average debt balance outstanding for the three
months ended September 30, 2002 and 2001 was approximately $1,434.2 million and
$1,242.1 million, respectively. This was slightly offset by a decrease in the
weighted average interest rate on the Consolidated Operating Partnership's
outstanding debt for the three months ended September 30, 2002 (6.9%) as
compared to the three months ended September 30, 2001 (7.1%).

Amortization of deferred financing costs remained relatively unchanged.

Depreciation and other amortization increased by approximately $2.0 million
due primarily to the average book value of assets held for sale for the three
months ended September 30, 2001 exceeding the average book value of assets held
for sale for the three months ended September 30, 2002. Once a property is
classified as held for sale, the Consolidated Operating Partnership ceases
depreciating and amortizing the property. The increase in depreciation and
amortization is also due to additional depreciation and amortization recognized
for properties acquired subsequent to June 30, 2001.

Equity in income of Other Real Estate Partnerships decreased by
approximately $7.5 million due primarily to a decrease in gain on sale of real
estate.

Equity in income of joint ventures increased by approximately $.2 million
or 77.5% due primarily to the start up of one of the Consolidated Operating
Partnership's joint ventures in December 2001.

The approximate $1.3 million gain on sale of real estate for the three
months ended September 30, 2002 resulted from the sale of three industrial
properties that were identified as held for sale at December 31, 2001 and
several land parcels. Gross proceeds from these sales were approximately $20.3
million.

22

The approximate $12.1 million gain on sale of real estate for the three
months ended September 30, 2001 resulted from the sale of 37 industrial
properties and several land parcels. Gross proceeds from these sales were
approximately $78.2 million.

Income from discontinued operations of approximately $14.5 million for the
three months ended September 30, 2002 reflects the results of operations and
gain on sale of 19 industrial properties that were not held for sale at December
31, 2001 and were sold during the three months ended September 30, 2002, the
gain associated with the assignment of the right to a third party to purchase
certain properties, as well as the results of operations of five industrial
properties identified as held for sale during the three months ended September
30, 2002. Gross proceeds from the sales of the 19 industrial properties were
approximately $106.7 million, resulting in a gain on sale of real estate of
approximately $13.3 million.

Income from discontinued operations of approximately $3.0 million for the
three months ended September 30, 2001 reflects the results of operations of the
19 industrial properties that were not held for sale at December 31, 2001 and
were sold during the three months ended September 30, 2002 as well as the
results of operations of five industrial properties identified as held for sale
during the three months ended September 30, 2002.

LIQUIDITY AND CAPITAL RESOURCES

On September 30, 2002, the Consolidated Operating Partnership's restricted
cash totaled approximately $12.5 million. Restricted cash was comprised of gross
proceeds from the sales of certain properties. These sale proceeds will be
disbursed as the Consolidated Operating Partnership exchanges properties under
Section 1031 of the Internal Revenue Code.

NINE MONTHS ENDED SEPTEMBER 30, 2002

Net cash provided by operating activities of approximately $102.8 million
for the nine months ended September 30, 2002 was comprised primarily of net
income of approximately $101.8 million and adjustments for non-cash items of
approximately $21.2 million, offset by the net change in operating assets and
liabilities of approximately $20.2 million. The adjustments for the non-cash
items of approximately $21.2 million are primarily comprised of depreciation and
amortization of approximately $53.3 million and an extraordinary loss of
approximately $.9 million from the early retirement of debt, offset by the gain
on sale of real estate of approximately $31.1 million and the effect of the
straight-lining of rental income of approximately $1.9 million.

Net cash provided by investing activities of approximately $7.4 million for
the nine months ended September 30, 2002 was comprised primarily of the net
proceeds from the sale of real estate, distributions from the Other Real Estate
Partnerships, distributions from the Consolidated Operating Partnership's
industrial real estate joint ventures and the repayment of mortgage loans
receivable, offset by the acquisition of real estate, development of real
estate, capital expenditures related to the expansion and improvement of
existing real estate, an increase in restricted cash from sales proceeds
deposited with an intermediary for Section 1031 exchange purposes, investments
in and advances to the Other Real Estate Partnerships and contributions to and
investments in the December 2001 Joint Venture.

Net cash used in financing activities of approximately $110.2 million for
the nine months ended September 30, 2002 was comprised primarily of the
redemption of its Series B Preferred Units (defined below), the partial pay off
of the 2027 Notes (defined below), general partnership and limited partnership
units ("Unit") distributions and preferred general partnership unit
distributions, repayments on mortgage loans payable, repurchase of restricted
units due to the repurchase of restricted stock from employees of the Company to
pay for withholding taxes on the vesting of restricted stock and net repayments
under the Operating Partnership's unsecured line of credit, offset by the net
proceeds from the issuance of senior unsecured debt, Unit contributions and a
book overdraft.

23

NINE MONTHS ENDED SEPTEMBER 30, 2001

Net cash provided by operating activities of approximately $121.9 million
for the nine months ended September 30, 2001 was comprised primarily of net
income of approximately $116.7 million and adjustments for non-cash items of
approximately $23.0 million, offset by the net change in operating assets and
liabilities of approximately $17.8 million. The adjustments for the non-cash
items of approximately $23.0 million are primarily comprised of depreciation and
amortization of approximately $48.7 million and an extraordinary loss of
approximately $10.3 million from the early retirement of debt, offset by the
gain on sale of real estate of approximately $33.7 million and the effect of the
straight-lining of rental income of approximately $2.3 million.

Net cash used in investing activities of approximately $74.8 million for
the nine months ended September 30, 2001 was comprised primarily of the
acquisition of real estate, development of real estate, capital expenditures
related to the expansion and improvement of existing real estate, an increase in
restricted cash from sales proceeds deposited with an intermediary for Section
1031 exchange purposes and investments in and advances to the Other Real Estate
Partnerships, offset by the net proceeds from the sale of real estate,
distributions from investment in Other Real Estate Partnerships, distributions
from the Operating Partnership's industrial real estate joint ventures and the
repayment of mortgage loans receivable.

Net cash used in financing activities of approximately $44.0 million for
the nine months ended September 30, 2001 was comprised primarily of Unit and
preferred general partnership unit distributions, the repurchase of restricted
units due to the repurchase of restricted stock from employees of the Company to
pay for withholding taxes on the vesting of restricted stock, repayments of
senior unsecured debt, repayments on mortgage loans payable, prepayment fees
incurred in repayment of senior unsecured debt, prepayment fees incurred in the
early retirement of two mortgage loans and the net repayments under the
Operating Partnership's unsecured line of credit, offset by Unit contributions
and the net proceeds from the issuance of senior unsecured debt.

INVESTMENT IN REAL ESTATE AND DEVELOPMENT OF REAL ESTATE

During the nine months ended September 30, 2002, the Consolidated Operating
Partnership acquired 30 industrial properties comprising approximately 2.7
million square feet of GLA, and one land parcel. The aggregate purchase price
for these acquisitions totaled approximately $113.7 million, excluding costs
incurred in conjunction with the acquisition of the property. Eight of the 30
industrial properties acquired, comprising approximately .2 million square feet
of GLA, were acquired from the September 1999 Joint Venture for an aggregate
purchase price of approximately $13.0 million. The Consolidated Operating
Partnership also completed the development of 13 industrial properties
comprising approximately 2.5 million square feet of GLA at a cost of
approximately $92.1 million.

The Consolidated Operating Partnership has committed to the construction of
30 development projects totaling approximately 3.5 million square feet of GLA
for an estimated investment of approximately $176.8 million. Of this amount,
approximately $37.5 million remains to be funded. These developments are
expected to be funded with proceeds from the sale of select properties, cash
flows from operations and borrowings under the Operating Partnership's 2002
Unsecured Acquisition Facility (defined below). The Consolidated Operating
Partnership expects to place in service 27 of the 30 development projects during
the next twelve months. There can be no assurance that the Consolidated
Operating Partnership will place these projects in service during the next
twelve months or that the actual completion cost will not exceed the estimated
completion cost stated above.

SALE OF REAL ESTATE, REAL ESTATE HELD FOR SALE AND DISCONTINUED OPERATIONS

During the nine months ended September 30, 2002, the Consolidated Operating
Partnership sold 50 industrial properties comprising approximately 5.2 million
square feet of GLA that were not classified as held for sale at December 31,
2001, 12 properties comprising 1.0 million square feet of GLA that were
classified as held for sale at December 31, 2001, several land parcels and
assigned to a third party the right to purchase certain properties. Gross
proceeds from these sales

24

were approximately $267.2 million. In accordance with FAS 144, the results of
operations and gain on sale of real estate for the 50 sold properties that were
not identified as held for sale at December 31, 2001 are included in
discontinued operations.

At September 30, 2002, the Consolidated Operating Partnership had six
industrial properties comprising approximately .6 million square feet of GLA
held for sale. One of the six properties comprising approximately .1 million
square feet of GLA that were held for sale as of September 30, 2002 was
identified as held for sale at December 31, 2001. Income from operations for
this one industrial property held for sale for the nine months ended September
30, 2002 and 2001 is approximately $.5 million and $.02 million, respectively.
Income from operations for this one industrial property held for sale for the
three months ended September 30, 2002 and 2001 is approximately $.2 million and
$(.03) million, respectively. Net carrying value of the six industrial
properties held for sale at September 30, 2002 is approximately $19.4 million.
In accordance with FAS 144, the results of operations of the five industrial
properties identified as held for sale during the nine months ended September
30, 2002 are included in discontinued operations. There can be no assurance that
such properties held for sale will be sold.

INVESTMENTS IN JOINT VENTURES

During the nine months ended September 30, 2002, the Consolidated Operating
Partnership, through wholly-owned limited liability companies in which the
Operating Partnership is the sole member, recognized, in the aggregate,
approximately $1.5 million in asset management and property management fees from
the September 1998 Joint Venture, the September 1999 Joint Venture and the
December 2001 Joint Venture. The Operating Partnership, through a wholly-owned
limited liability company in which it is the sole member, invested approximately
$6.3 million in the December 2001 Joint Venture. The Consolidated Operating
Partnership, through wholly-owned limited liability companies in which the
Operating Partnership is the sole member, received distributions of
approximately $1.9 million from the September 1998 Joint Venture and the
September 1999 Joint Venture. As of September 30, 2002, the September 1998 Joint
Venture owned 88 industrial properties comprising approximately 4.1 million
square feet of GLA, the September 1999 Joint Venture owned two industrial
properties comprising approximately .3 million square feet of GLA and the
December 2001 Joint Venture had economic interests in 21 industrial properties
comprising approximately 3.6 million square feet of GLA. For the properties
purchased by the December 2001 Joint Venture from the Consolidated Operating
Partnership, the Consolidated Operating Partnership deferred 15% of the gain
resulting from these sales, which is equal to the Consolidated Operating
Partnership's economic interest in the December 2001 Joint Venture.

MORTGAGE LOANS PAYABLE

On April 1, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of
approximately $5.8 million (the "Acquisition Mortgage Loan VIII"). The
Acquisition Mortgage Loan VIII is collateralized by one property in Rancho
Dominguez, California, bears interest at a fixed rate of 8.26% and provides for
monthly principal and interest payments based on a 22-year amortization
schedule. The Acquisition Mortgage Loan VIII matures on December 1, 2019. The
Acquisition Mortgage Loan VIII may be prepaid only after November 2004 in
exchange for the greater of a 1% prepayment fee or yield maintenance premium.

On April 1, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of
approximately $6.0 million (the "Acquisition Mortgage Loan IX"). The Acquisition
Mortgage Loan IX is collateralized by one property in Rancho Dominguez,
California, bears interest at a fixed rate of 8.26% and provides for monthly
principal and interest payments based on a 22-year amortization schedule. The
Acquisition Mortgage Loan IX matures on December 1, 2019. The Acquisition
Mortgage Loan IX may be prepaid only after November 2004 in exchange for the
greater of a 1% prepayment fee or yield maintenance premium.

25

On January 31, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a loan in the amount of approximately $.7 million
(the "LB Loan II"). On June 14, 2002, the Consolidated Operating Partnership,
through the Operating Partnership, paid off and retired the LB Loan II.

On August 31, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the amount of approximately
$1.0 million (the "Acquisition Mortgage Loan VI"). On July 2, 2002, the
Consolidated Operating Partnership, through the Operating Partnership paid off
and retired the Acquisition Mortgage Loan VI.

SENIOR UNSECURED DEBT

On April 15, 2002, the Operating Partnership issued $200 million of senior
unsecured debt which matures on April 15, 2012 and bears a coupon interest rate
of 6.875% (the "2012 Notes"). The issue price of the 2012 Notes was 99.310%.
Interest is paid semi-annually in arrears on April 15 and October 15. The
Operating Partnership also entered into interest rate protection agreements
which were used to fix the interest rate on the 2012 Notes prior to issuance.
The Operating Partnership settled the interest rate protection agreements for
approximately $1.8 million of proceeds, which is included in other comprehensive
income. The debt issue discount and the settlement amount of the interest rate
protection agreements are being amortized over the life of the 2012 Notes as an
adjustment to interest expense. The 2012 Notes contain certain covenants,
including limitations on incurrence of debt and debt service coverage.

On April 15, 2002, the Operating Partnership issued $50 million of senior
unsecured debt which matures on April 15, 2032 and bears a coupon interest rate
of 7.75% (the "2032 Notes"). The issue price of the 2032 Notes was 98.660%.
Interest is paid semi-annually in arrears on April 15 and October 15. The debt
issue discount is being amortized over the life of the 2032 Notes as an
adjustment to interest expense. The 2032 Notes contain certain covenants,
including limitations on incurrence of debt and debt service coverage.

On May 13, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, issued $100 million of senior unsecured debt which
matures on May 15, 2027 and bears a coupon interest rate of 7.15% (the" 2027
Notes"). The issue price of the 2027 Notes was 99.854%. The 2027 Notes were
redeemable, at the option of the holders thereof, on May 15, 2002. The Operating
Partnership received redemption notices from holders representing approximately
$84.9 million of the 2027 Notes outstanding. On May 15, 2002, the Consolidated
Operating Partnership, through the Operating Partnership, paid off and retired
approximately $84.9 million of the 2027 Notes. Due to the partial pay off of the
2027 Notes, the Consolidated Operating Partnership has recorded an extraordinary
loss of approximately $.9 million comprised of the amount paid above the
carrying amount of the 2027 Notes, the write-off of the pro rata unamortized
deferred financing fees and legal costs.

ACQUISITION FACILITY PAYABLE

On September 27, 2002, the Consolidated Operating Partnership, through the
Operating Partnership, amended and restated its $300 million unsecured line of
credit (the "2002 Unsecured Acquisition Facility", formerly, the "2000 Unsecured
Acquisition Facility"). The 2002 Unsecured Acquisition Facility matures on
September 30, 2005 and bears interest at a floating rate of LIBOR plus .70%, or
the Prime Rate, at the Consolidated Operating Partnership's election. The net
unamortized deferred financing fees related to the 2000 Unsecured Acquisition
Facility and any additional deferred financing fees incurred with the 2002
Unsecured Acquisition Facility are being amortized over the life of the 2002
Unsecured Acquisition Facility in accordance with Emerging Issues Task Force
Issue 98-14, "Debtor's Accounting for Changes in Line-of-Credit or
Revolving-Debt Arrangements".

26

INTEREST RATE SWAP AGREEMENTS

In January 2002 and August 2002, the Consolidated Operating Partnership,
through the Operating Partnership, entered into two interest rate swap
agreements (the "Interest Rate Swap Agreements") which fixed the interest rate
on a portion of the Company's 2002 Unsecured Acquisition Facility. The
Consolidated Operating Partnership designated the Interest Rate Swap Agreements
as cash flow hedges. The January 2002 interest swap agreement has a notional
value of $25 million, is effective from February 4, 2002 through February 4,
2003 and fixed the LIBOR rate at 2.4975%. The August 2002 interest rate swap
agreement has a notional value of $25 million, is effective from September 5,
2002 through September 5, 2003 and fixed the LIBOR rate at 1.884%. Any payments
or receipts from the Interest Rate Swap Agreements will be treated as a
component of interest expense. The Consolidated Operating Partnership
anticipates that the Interest Rate Swap Agreements will be highly effective, and
as a result, the change in value will be shown in other comprehensive income.

GENERAL PARTNER PREFERRED UNITS

On May 14, 1997 the Company issued 4,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 8 3/4%, $.01 par value, Series
B Cumulative Preferred Stock (the "Series B Preferred Stock"), at an initial
offering price of $25.00 per Depositary Share. The net proceeds of approximately
$96.3 million received from the Series B Preferred Stock were contributed to the
Operating Partnership in exchange for 8 3/4% Series B Cumulative Preferred Units
(the "Series B Preferred Units"). On or after May 14, 2002, the Series B
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 $100 million in the aggregate, plus dividends accrued and unpaid to
the redemption date. On April 12, 2002, the Company called for the redemption of
all of its outstanding Series B Preferred Stock at the price of $25.00 per
share, plus accrued and unpaid dividends. The Company redeemed the Series B
Preferred Stock on May 14, 2002 and paid a prorated second quarter dividend of
$.26736 per Depositary Share, totaling approximately $1.1 million. The Series B
Cumulative Preferred Units were redeemed on May 14, 2002 as well.

MARKET RISK

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

This analysis presents the hypothetical gain or loss in earnings, cash
flows or fair value of the financial instruments and derivative instruments
which are held by the Consolidated Operating Partnership at September 30, 2002
that are sensitive to changes in the interest rates. While this analysis may
have some use as a benchmark, it should not be viewed as a forecast.

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

At September 30, 2002, $1,367.5 million (approximately 99.3% of total debt
at September 30, 2002) of the Consolidated Operating Partnership's debt was
fixed rate debt (included in the fixed rate debt is $100 million of borrowings
under the Consolidated Operating Partnership's 2002 Unsecured Acquisition
Facility which the Consolidated Operating Partnership fixed the interest rate
via interest rate swap agreements) and $10.4 million (approximately .7% of total
debt at September 30, 2002) was variable rate debt. The Consolidated Operating
Partnership also had outstanding a written put option (the "Written Option"),
which was issued in conjunction with the initial offering of one tranche of
senior unsecured debt. Currently, the Consolidated Operating Partnership does
not enter into financial instruments for trading or other speculative purposes.

For fixed rate debt, changes in interest rates generally affect the fair
value of the debt, but not earnings or cash flows of the Consolidated Operating
Partnership. Conversely, for variable rate debt,

27

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

Based upon the amount of variable rate debt outstanding at September 30,
2002, a 10% increase or decrease in the interest rate on the Consolidated
Operating Partnership's variable rate debt would decrease or increase,
respectively, future net income and cash flows by approximately $.1 million per
year. A 10% increase in interest rates would decrease the fair value of the
fixed rate debt at September 30, 2002 by approximately $52.3 million to $1,454.7
million. A 10% decrease in interest rates would increase the fair value of the
fixed rate debt at September 30, 2002 by approximately $56.8 million to $1,563.8
million. A 10% increase in interest rates would decrease the fair value of the
Written Option at September 30, 2002 by approximately $2.4 million to $13.8
million. A 10% decrease in interest rates would increase the fair value of the
Written Option at September 30, 2002 by approximately $2.7 million to $18.9
million.

GENERAL PARTNERSHIP AND LIMITED PARTNERSHIP UNIT CONTRIBUTIONS, EMPLOYEE STOCK
OPTIONS AND RESTRICTED STOCK

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

Unit Contributions:

During the nine months ended September 30, 2002, the Company awarded 90,260
shares of restricted common stock to certain employees and 2,753 shares of
restricted common stock to certain Directors. The Operating Partnership issued
Units to the Company in the same amount. These shares of restricted common stock
had a fair value of approximately $3.2 million on the date of grant. The
restricted common stock vests over periods from one to ten years. Compensation
expense will be charged to earnings over the respective vesting periods.

During the nine months ended September 30, 2002, the Company issued 940,600
non-qualified employee stock options to certain officers, Directors and
employees. These non-qualified employee stock options vest over periods from one
to three years, have a strike price of $30.53-$33.15 per share and expire ten
years from the date of grant.

During the nine months ended September 30, 2002, certain employees
exercised 561,418 non-qualified employee stock options. Net proceeds to the
Company were approximately $15.9 million. The Consolidated Operating
Partnership, through the Operating Partnership, issued Units to the Company in
the same amount.

During the nine months ended September 30, 2002, the Operating Partnership
issued 18,203 Units having an aggregate market value of approximately $.6
million in exchange for property.

Distributions:

On January 22, 2002, the Operating Partnership paid a fourth quarter 2001
distribution of $.6800 per Unit, totaling approximately $31.2 million. On April
22, 2002, the Operating Partnership paid a first quarter 2002 distribution of
$.6800 per Unit, totaling approximately $31.5 million. On July 22, the Operating
Partnership paid a second quarter distribution of $.6800 per Unit, totaling
approximately $31.6 million.

28

On April 1, 2002, the Operating Partnership paid first quarter
distributions of $54.688 per unit on its Series B Preferred Units, $53.906 per
Unit on its Series C Preferred Units, $49.688 per unit on its Series D Preferred
Units and $49.375 per unit on its Series E Preferred Units. The preferred unit
distributions paid on April 1, 2002, totaled approximately $7.2 million. On May
14, 2002, the Operating Partnership paid a prorated second quarter distribution
of $26.736 per unit, totaling approximately $1.1 million on its Series B
Preferred Units.

On July 1, 2002 and September 30, 2002, the Operating Partnership paid
second and third quarter distributions of $53.906 per unit on its Series C
Preferred Units, $49.687 per unit on its Series D Preferred Units and $49.375
per unit on its Series E Preferred Units. The preferred unit distributions paid
on July 1, 2002 and September 30, 2002 each totaled approximately $5.0 million.

SUBSEQUENT EVENTS

From October 1, 2002 to November 8, 2002, the Consolidated Operating
Partnership acquired 27 industrial properties for an aggregate purchase price of
approximately $46.0 million, excluding costs incurred in conjunction with the
acquisition of these industrial properties. Eighteen of the 27 industrial
properties acquired, were acquired from the September 1998 Joint Venture for an
aggregate purchase price of approximately $14.8 million. The Consolidated
Operating Partnership also sold three industrial properties for approximately
$10.4 million of gross proceeds.

From October 1, 2002 to November 8, 2002, the Company repurchased 1,039,100
shares of its common stock at a weighted average price of approximately $27.03
per share. The Operating Partnership repurchased general partnership units from
the Company in the same amount.

On March 20, 1996 the Consolidated Operating Partnership, through the
Operating Partnership and Indianapolis Partnership, entered into a $36.8 million
mortgage loan (the "CIGNA Loan"). The Company paid off and retired the CIGNA
Loan on October 1, 2002.

On October 21, 2002, the Operating Partnership paid a third quarter 2002
distribution of $.6800 per Unit, totaling approximately $31.6 million.

SHORT-TERM AND LONG-TERM LIQUIDITY NEEDS

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

The Consolidated Operating Partnership expects to meet long-term (greater
than one year) liquidity requirements such as property acquisitions,
developments, scheduled debt maturities, major renovations, expansions and other
nonrecurring capital improvements through the disposition of select assets, the
issuance of long-term unsecured indebtedness and the issuance of additional
Units and preferred units. As of September 30, 2002 and November 8, 2002,
approximately $250.0 million of debt securities was registered and unissued
under the Securities Act of 1933, as amended. The Consolidated Operating
Partnership may also finance the development or acquisition of additional
properties through borrowings under the 2002 Unsecured Acquisition Facility. At
September 30, 2002, borrowings under the 2002 Unsecured Acquisition Facility
bore interest at a weighted average interest rate of 4.75%. The 2002 Unsecured
Acquisition Facility bears interest at a floating rate of LIBOR plus .70%, or
the Prime Rate, at the Operating Partnership's election. As of November 8, 2002,
the Consolidated Operating Partnership, through the Operating Partnership, had
approximately $98.3 million available in additional borrowings under the 2002
Unsecured Acquisition Facility.

29

OTHER

On April 30, 2002, the FASB issued Financial Accounting Standards No. 145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections" ("FAS 145"). FAS 145 rescinds both Statement
of Financial Accounting Standards No. 4, "Reporting Gains and Losses from
Extinguishment of Debt" ("FAS 4"), and the amendment to FAS 4, Statement of
Financial Accounting Standards No. 64, "Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements". FAS 145 eliminates the requirement that gains and
losses from the extinguishment of debt be aggregated and, if material,
classified as an extraordinary item, net of the related income tax effect,
unless the criteria in Accounting Principles Board Opinion No. 30, "Reporting
the Results of Operations- Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" are met. FAS 145 is effective for transactions occurring
subsequent to May 15, 2002. The Consolidated Operating Partnership believes that
FAS 145 will not have an impact on its consolidated financial position,
liquidity and results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

The Company's principal executive officer and principal financial officer,
after evaluating the effectiveness of the Operating Partnership's disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14(c) and
15d-14(c) as of a date within 90 days before the filing date of this report,
have concluded that as of such date the Operating Partnership's disclosure
controls and procedures were effective.

There have been no significant changes (including corrective actions with
regard to significant deficiencies or material weaknesses) in the Operating
Partnership's internal controls or in other factors that could significantly
affect these controls subsequent to the date of the evaluation referenced in the
paragraph above.

30

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. CHANGES IN SECURITIES

During the nine months ended September 30, 2002, the Operating Partnership
issued an aggregate of 18,203 Units having an aggregate market value of
approximately $.6 million in exchange for property.

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

Subject to lock-up periods and certain adjustments, Units are generally
convertible into common stock, par value $.01, of the Company on a
one-for-one basis.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS AND REPORT ON FORM 8-K

(a) Exhibits:

Exhibit
Number Description
- -------------- --------------------------------------------------------------
4.1 Second Amended and Restated Unsecured Revolving Credit
Agreement, dated as of September 27, 2002, among the Operating
Partnership, the Company, Bank One, NA, and certain other
banks (incorporated by reference to Exhibit 10.1 of the
Company's Form 10-Q for the quarter ended September 30, 2002,
File No. 1-13102).

99.1* Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.

(b) Reports on Form 8-K:

Report on Form 8-K filed and dated August 14, 2002, providing
the certification for the quarterly period ended June 30, 2002
of the Operating Partnership by the chief executive officer
and chief financial officer of the Company, which is the
general partner of the Operating Partnership, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

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

31

SIGNATURE

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

FIRST INDUSTRIAL, L.P.
BY: FIRST INDUSTRIAL REALTY TRUST, INC.
ITS SOLE GENERAL PARTNER

Date: November 13, 2002 By: /s/ Scott A. Musil
------------------------------------
Scott A. Musil
Senior Vice President- Controller
(Chief Accounting Officer)

32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
OF FIRST INDUSTRIAL REALTY TRUST, INC.,
FIRST INDUSTRIAL, L.P.'S GENERAL PARTNER,
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Michael W. Brennan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of First Industrial,
L.P.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date: November 13, 2002

/s/ Michael W. Brennan
----------------------------------
Michael W. Brennan
President and Chief Executive Officer
First Industrial Realty Trust, Inc.

33

CERTIFICATION OF CHIEF FINANCIAL OFFICER
OF FIRST INDUSTRIAL REALTY TRUST, INC.,
FIRST INDUSTRIAL, L.P.'S GENERAL PARTNER,
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Michael J. Havala, certify that:

1. I have reviewed this quarterly report on Form 10-Q of First Industrial,
L.P.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date: November 13, 2002

/s/ Michael J. Havala
----------------------------------
Michael J. Havala
Chief Financial Officer
First Industrial Realty Trust, Inc.

34

EXHIBIT INDEX

Exhibit
Number Description
- -------------- --------------------------------------------------------------
4.1 Second Amended and Restated Unsecured Revolving Credit
Agreement, dated as of September 27, 2002, among the Operating
Partnership, the Company, Bank One, NA, and certain other
banks (incorporated by reference to Exhibit 10.1 of the
Company's Form 10-Q for the quarter ended September 30, 2002,
File No. 1-13102).

99.1* Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.

- ----------

*Filed herewith

35