UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________________________

Form 10-Q

___________________________________________________________________________



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2013~~2014



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission ~~file~~File ~~number~~Number 333-21873

~~First Industrial, L.P.(Exact Name of Registrant as Specified in its Charter)~~_____________________________________________________________________________

Delaware		36-3924586
(State or Other Jurisdiction ofIncorporation or Organization)		(I.R.S. EmployerIdentification No.)

FIRST INDUSTRIAL, L.P.

~~311~~(Exact S.name ~~Wacker~~of ~~Drive,~~Registrant ~~Suite~~as ~~3900,~~specified ~~Chicago,~~in ~~Illinois~~its ~~60606~~Charter)

~~(Address of Principal Executive Offices)~~______________________________________________________________________________

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



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

311 S. Wacker Drive, Suite 3900, Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

~~Indicate by check mark whether the registrant~~ (1312) 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 ý No ¨344-4300

~~Indicate~~(Registrant’s bytelephone ~~check mark whether the registrant has submitted electronically and posted on its corporate Web site~~number, ifincluding ~~any,~~area ~~every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter~~code) ~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨~~

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):______________________________________________

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ¨mark ~~Accelerated~~whether ~~filer~~the ýregistrant ~~Non-accelerated~~(1) has ~~filer~~filed oall reports required to be filed by Section 13 or 15(Dod) ~~not~~of ~~check~~the ifSecurities aExchange ~~smaller~~Act ~~reporting~~of ~~company~~1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), ~~Smaller~~and ~~reporting~~(2) has ~~company~~been subject to such filing requirements for the past 90 days. Yes ý No ¨

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

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



Large accelerated filer	¨		Accelerated filer	ý

Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

Table of Contents

FIRST INDUSTRIAL, L.P.

~~Form~~ FORM 10-Q

~~For~~FOR ~~the~~THE ~~Period~~PERIOD ~~Ended~~ENDED ~~September~~ JUNE 30, ~~2013~~2014

INDEX

	~~Page~~	Page
PART I: FINANCIAL INFORMATION		3
Item 1. Financial Statements	3
Item 1.	Financial Statements	3
Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012	3
	Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013	3
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2013 and 2012	4
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2014 and 2013	4
Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2013 and 2012	5
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2014 and 2013	5
Consolidated Statement of Changes in Partners’ Capital for the Nine Months Ended September 30, 2013	6
	Consolidated Statement of Changes in Partner's Capital for the Six Months Ended June 30, 2014	6
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012	7
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013	7
~~Notes to Consolidated Financial Statements~~	8Notes to Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4. Controls and Procedures	35
Item 4.	Control and Procedures	30
PART II: OTHER INFORMATION		31
Item 1. Legal Proceedings	36
Item 1.	Legal Proceedings	31
Item 1A. Risk Factors	36
Item 1A.	Risk Factors	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3. Defaults Upon Senior Securities	36
Item 3.	Defaults Upon Senior Securities	31
Item 4. Mine Safety Disclosures	36
Item 4.	Mine Safety Disclosures	31
Item 5. Other Information	36
Item 5.	Other Information	31
Item 6. Exhibits	36
Item 6.	Exhibits	31
SIGNATURE	37	32
EXHIBIT INDEX	38	33

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

FIRST INDUSTRIAL, L.P.

	September 30, 2013			December 31, 2012
	(Unaudited)(In thousands except unit andper unit data)
ASSETS
Assets:
Investment in Real Estate:
Land	$	617,037		$	598,404
Buildings and Improvements	2,136,653			2,146,375
Construction in Progress	32,248			19,228
Less: Accumulated Depreciation	(665,688		)	(639,481		)
Net Investment in Real Estate	2,120,250			2,124,526
Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation and Amortization of $658 and $3,050	2,291			6,765
Investments in and Advances to Other Real Estate Partnerships	196,276			178,104
Cash and Cash Equivalents	6,133			4,357
Tenant Accounts Receivable, Net	3,910			3,867
Investments in Joint Ventures	1,163			1,012
Deferred Rent Receivable, Net	49,595			47,930
Deferred Financing Costs, Net	11,355			10,948
Deferred Leasing Intangibles, Net	23,566			29,374
Prepaid Expenses and Other Assets, Net	97,891			96,999
Total Assets	$	2,512,430		$	2,503,882
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Indebtedness:
Mortgage Loans Payable, Net	$	614,900		$	656,329
Senior Unsecured Notes, Net	445,515			474,150
Unsecured Credit Facility	171,000			98,000
Accounts Payable, Accrued Expenses and Other Liabilities	64,487			78,876
Deferred Leasing Intangibles, Net	12,016			13,597
Rents Received in Advance and Security Deposits	27,767			27,327
Distributions Payable	9,788			452
Total Liabilities	1,345,473			1,348,731
Commitments and Contingencies	—			—
Partners’ Capital:
General Partner Preferred Units	73,587			217,971
General Partner Units (109,975,850 and 98,767,913 units outstanding)	1,014,905			859,727
Limited Partners Units (4,602,833 and 4,702,341 units outstanding)	82,400			84,282
Accumulated Other Comprehensive Loss	(3,935		)	(6,829		)
Total Partners’ Capital	1,166,957			1,155,151
Total Liabilities and Partners’ Capital	$	2,512,430		$	2,503,882

CONSOLIDATED BALANCE SHEETS



	June 30, 2014			December 31, 2013
	(Unaudited)
	(In thousands except Unit data)
ASSETS
Assets:
Investment in Real Estate:
Land	$	617,764		$	610,802
Buildings and Improvements	2,162,810			2,113,689
Construction in Progress	18,526			23,688
Less: Accumulated Depreciation	(681,929		)	(652,971		)
Net Investment in Real Estate	2,117,171			2,095,208
Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation and Other Amortization of $1,565 and $0	4,058			—
Investments in and Advances to Other Real Estate Partnerships	194,308			196,323
Cash and Cash Equivalents	4,149			6,518
Tenant Accounts Receivable, Net	5,610			4,746
Investments in Joint Venture	91			907
Deferred Rent Receivable, Net	49,221			49,173
Deferred Financing Costs, Net	10,896			10,570
Deferred Leasing Intangibles, Net	29,341			26,581
Prepaid Expenses and Other Assets, Net	85,800			108,753
Total Assets	$	2,500,645		$	2,498,779
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Indebtedness:
Mortgage Loans Payable, Net	$	539,057		$	580,215
Senior Unsecured Notes, Net	364,814			445,916
Unsecured Term Loan	200,000			—
Unsecured Credit Facility	187,000			173,000
Accounts Payable, Accrued Expenses and Other Liabilities	71,494			70,139
Deferred Leasing Intangibles, Net	11,576			11,879
Rents Received in Advance and Security Deposits	27,659			26,619
Distributions Payable	11,891			10,289
Total Liabilities	1,413,491			1,318,057
Commitments and Contingencies	—			—
Partners’ Capital:
General Partner Preferred Units	—			73,587
General Partner Units (110,517,616 and 109,980,850 units outstanding)	1,013,068			1,027,664
Limited Partners Units (4,459,850 and 4,597,313 units outstanding)	80,854			82,833
Accumulated Other Comprehensive Loss	(6,768		)	(3,362		)
Total Partners’ Capital	1,087,154			1,180,722
Total Liabilities and Partners’ Capital	$	2,500,645		$	2,498,779

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

Table of Contents

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS



	Three Months Ended June 30, 2014			Three Months Ended June 30, 2013			Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
	(Unaudited)
	(In thousands except per Unit data)
Revenues:
Rental Income	$	57,321		$	55,087		$	113,114		$	109,329
Tenant Recoveries and Other Income	18,821			17,073			38,620			33,767
Total Revenues	76,142			72,160			151,734			143,096
Expenses:
Property Expenses	24,774			23,673			52,647			47,224
General and Administrative	7,068			5,388			12,601			11,844
Depreciation and Other Amortization	25,421			25,175			51,345			48,430
Total Expenses	57,263			54,236			116,593			107,498
Other Income (Expense):
Interest Income	690			621			1,414			1,207
Interest Expense	(17,620		)	(17,284		)	(35,344		)	(34,932		)
Amortization of Deferred Financing Costs	(760		)	(788		)	(1,519		)	(1,590		)
Mark-to-Market Gain on Interest Rate Protection Agreements	—			56			—			52
Loss from Retirement of Debt	(493		)	(4,222		)	(493		)	(5,372		)
Total Other Income (Expense)	(18,183		)	(21,617		)	(35,942		)	(40,635		)
Income (Loss) from Continuing Operations Before Equity in Income of Other Real Estate Partnerships, Equity in Income of Joint Ventures and Income Tax (Provision) Benefit	696			(3,693		)	(801		)	(5,037		)
Equity in Income of Other Real Estate Partnerships	2,516			2,399			5,610			4,571
Equity in Income of Joint Ventures	556			27			3,522			47
Income Tax (Provision) Benefit	(79		)	(3		)	(89		)	59
Income (Loss) from Continuing Operations	3,689			(1,270		)	8,242			(360		)
Discontinued Operations:
Income (Loss) Attributable to Discontinued Operations	256			(818		)	349			(44		)
Gain on Sale of Real Estate	282			13,481			714			10,407
Income from Discontinued Operations	538			12,663			1,063			10,363
Income Before Gain on Sale of Real Estate	4,227			11,393			9,305			10,003
Gain on Sale of Real Estate	—			—			—			262
Net Income	4,227			11,393			9,305			10,265
Less: Preferred Unit Distributions	—			(2,277		)	(1,019		)	(6,114		)
Less: Redemption of Preferred Units	—			(3,546		)	(1,462		)	(3,546		)
Net Income Available to Unitholders and Participating Securities	$	4,227		$	5,570		$	6,824		$	605
Basic and Diluted Earnings Per Unit:
Income (Loss) from Continuing Operations Available to Unitholders	$	0.03		$	(0.06	)	$	0.05		$	(0.09	)
Income from Discontinued Operations Attributable to Unitholders	$	0.01		$	0.11		$	0.01		$	0.10
Net Income Available to Unitholders	$	0.04		$	0.05		$	0.06		$	0.01
Distributions Per Unit	$	0.1025		$	0.0850		$	0.2050		$	0.1700
Weighted Average Units Outstanding - Basic	114,278			112,808			114,262			109,163
Weighted Average Units Outstanding - Diluted	114,867			112,808			114,826			109,163
Net Income Available to Unitholders Attributable to:
General Partner	$	4,062		$	5,325		$	6,555		$	580
Limited Partners	165			245			269			25
Net Income Available to Unitholders and Participating Securities	$	4,227		$	5,570		$	6,824		$	605

	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012			Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
	(Unaudited)(In thousands except per unit data)
Revenues:
Rental Income	$	57,423		$	54,549		$	170,302		$	163,013
Tenant Recoveries and Other Income	16,080			14,661			50,824			46,583
Total Revenues	73,503			69,210			221,126			209,596
Expenses:
Property Expenses	23,863			21,819			72,914			67,320
General and Administrative	5,131			4,841			16,975			16,316
Impairment of Real Estate	1,047			—			2,476			(85		)
Depreciation and Other Amortization	25,533			25,201			75,671			78,250
Total Expenses	55,574			51,861			168,036			161,801
Other Income (Expense):
Interest Income	611			676			1,818			2,319
Interest Expense	(16,918		)	(18,644		)	(51,850		)	(59,548		)
Amortization of Deferred Financing Costs	(736		)	(815		)	(2,326		)	(2,437		)
Mark-to-Market (Loss) Gain on Interest Rate Protection Agreements	—			(29		)	52			(334		)
Loss from Retirement of Debt	(662		)	(424		)	(6,034		)	(6,646		)
Total Other Income (Expense)	(17,705		)	(19,236		)	(58,340		)	(66,646		)
Income (Loss) from Continuing Operations Before Equity in Income of Other Real Estate Partnerships, Equity in Income of Joint Ventures, Gain on Change in Control of Interests and Income Tax (Provision) Benefit	224			(1,887		)	(5,250		)	(18,851		)
Equity in Income of Other Real Estate Partnerships	4,546			1,946			9,117			5,512
Equity in Income of Joint Ventures	72			28			119			156
Gain on Change in Control of Interests	—			—			—			776
Income Tax (Provision) Benefit	(63		)	5			(4		)	(5,258		)
Income (Loss) from Continuing Operations	4,779			92			3,982			(17,665		)
Discontinued Operations:
Income Attributable to Discontinued Operations	125			854			518			1,757
Gain on Sale of Real Estate	3,613			4,470			14,020			12,084
Income from Discontinued Operations	3,738			5,324			14,538			13,841
Income (Loss) Before Gain on Sale of Real Estate	8,517			5,416			18,520			(3,824		)
Gain on Sale of Real Estate	221			3,777			483			3,777
Net Income (Loss)	8,738			9,193			19,003			(47		)
Less: Preferred Unit Distributions	(1,392		)	(4,725		)	(7,506		)	(14,285		)
Less: Redemption of Preferred Units	(2,121		)	—			(5,667		)	—
Net Income (Loss) Available to Unitholders and Participating Securities	$	5,225		$	4,468		$	5,830		$	(14,332	)
Basic and Diluted Earnings Per Unit:
Income (Loss) from Continuing Operations Available to Unitholders	$	0.01		$	(0.01	)	$	(0.08	)	$	(0.30	)
Income from Discontinued Operations Attributable to Unitholders	$	0.03		$	0.05		$	0.13		$	0.15
Net Income (Loss) Available to Unitholders	$	0.04		$	0.04		$	0.05		$	(0.15	)
Distributions Per Unit	$	0.085		$	0.00		$	0.255		$	0.00
Weighted Average Units Outstanding - Basic	114,089			98,432			110,823			94,464
Weighted Average Units Outstanding - Diluted	114,404			98,432			110,823			94,464
Net Income (Loss) Available to Unitholders Attributable to:
General Partner	$	5,006		$	4,191		$	5,586		$	(13,564	)
Limited Partners	219			277			244			(768		)
Net Income (Loss) Available to Unitholders and Participating Securities	$	5,225		$	4,468		$	5,830		$	(14,332	)

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

Table of Contents

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012			Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
	Three Months Ended June 30, 2014			Three Months Ended June 30, 2013			Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
	(Unaudited)(In thousands)
	(Unaudited)
Net Income (Loss)	$	8,738		$	9,193		$	19,003		$	(47	)
	(In thousands)
Amortization of Interest Rate Protection Agreements	609			579			1,792			1,690
Net Income	$	4,227		$	11,393		$	9,305		$	10,265
Write-off of Unamortized Settlement Amounts of Interest Rate Protection Agreements	17			—			1,116			2,619
Mark-to-Market Loss on Interest Rate Protection Agreements	(2,893		)	—			(4,497		)	—
Foreign Currency Translation Adjustment	30			54			(14		)	51
Amortization of Interest Rate Protection Agreements	468			598			1,096			1,183
Comprehensive Income	$	9,394		$	9,826		$	21,897		$	4,313
Write-off of Unamortized Settlement Amounts of Interest Rate Protection Agreements	—			916			—			1,099
Foreign Currency Translation Adjustment	45			(46		)	(5		)	(44		)
Comprehensive Income	$	1,847		$	12,861		$	5,899		$	12,503

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

Table of Contents

FIRST INDUSTRIAL, L.P.

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

	GeneralPartnerPreferredUnits			GeneralPartnerUnits			LimitedPartnerUnits			AccumulatedOtherComprehensiveLoss			Total
	(Unaudited)(In thousands)
	(Unaudited)
Balance as of December 31, 2012	$	217,971		$	859,727		$	84,282		$	(6,829	)	$	1,155,151
	(In thousands)
Issuance of General Partner Units, Net of Issuance Costs	—			173,785			—			—			173,785
Balance as of December 31, 2013	$	73,587		$	1,027,664		$	82,833		$	(3,362	)	$	1,180,722
Redemption of Preferred Units	(~~144~~73,~~384~~587		)	—			—			—			(~~144~~73,~~384~~587		)
Stock Based Compensation Activity	—			~~2,755~~237			—			—			~~2,755~~237
Conversion of Limited Partner Units to General Partner Units	—			~~943~~1,333			(~~943~~1,333		)	—			—
Common Unit Distributions	—			(2722,~~891~~721		)	(~~1,183~~915		)	—			(2923,~~074~~636		)
Preferred Unit Distributions	(132,~~173~~481		)	—			—			—			(132,~~173~~481		)
Net Income	132,~~173~~481			56,~~586~~555			~~244~~269			—			199,~~003~~305
Other Comprehensive Income	—			—			—			2,894			2,894
Other Comprehensive Loss	—			—			—			(3,406		)	(3,406		)
Balance as of September 30, 2013	$	73,587		$	1,014,905		$	82,400		$	(3,935	)	$	1,166,957
Balance as of June 30, 2014	$	—		$	1,013,068		$	80,854		$	(6,768	)	$	1,087,154

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

Table of Contents

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
	Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
	(Unaudited)(In thousands)
	(Unaudited)
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	19,003		$	(47	)
Net Income	$	9,305		$	10,265
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation	6241,~~643~~694			6641,~~633~~334
Amortization of Deferred Financing Costs	21,~~326~~519			21,~~437~~590
Other Amortization	2116,~~241~~179			2214,~~074~~155
Impairment of Real Estate	~~2,652~~—			1,~~101~~605
Provision for Bad Debt	~~656~~632			~~592~~484
Equity in Income of Joint Ventures	(~~119~~3,522		)	(~~156~~47		)
Distributions from Joint Ventures	—1,881			27—
Gain on Sale of Real Estate	(~~14,503~~714		)	(1510,~~861~~669		)
Gain on Change in Control of Interests	—			(776		)
Loss from Retirement of Debt	493			5,372
Loss from Retirement of Debt	6,034			6,646
Mark-to-Market Gain on Interest Rate Protection Agreements	—			(52		)
Mark-to-Market (Gain) Loss on Interest Rate Protection Agreements	(52		)	334
Equity in Income of Other Real Estate Partnerships	(5,610		)	(4,571		)
Equity in Income of Other Real Estate Partnerships	(9,117		)	(5,512		)
Distributions from Investment in Other Real Estate Partnerships	5,610			4,571
Distributions from Investment in Other Real Estate Partnerships	9,117			5,512
Increase in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net	(6,379		)	(249		)
(Increase) Decrease in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net	(3,764		)	2,128
Increase in Deferred Rent Receivable	(147		)	(2,283		)
Increase in Deferred Rent Receivable	(2,963		)	(2,376		)
Decrease in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits	(11,711		)	(16,545		)
Decrease in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits	(9,391		)	(2,193		)
Payments of Premiums, Discounts and Prepayment Penalties Associated with Retirement of Debt	(10,552		)	(3,990		)
Payments of Premiums, Discounts and Prepayment Penalties Associated with Retirement of Debt	(4,513		)	(4,059		)
Cash Book Overdraft	367			—
Net Cash Provided by Operating Activities	7939,~~250~~045			7640,~~504~~970
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of Real Estate	(4731,~~293~~125		)	(4847,~~519~~293		)
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs	(6541,~~591~~770		)	(5143,~~378~~767		)
Net Proceeds from Sales of Investments in Real Estate	621,~~084~~501			7550,~~789~~375
Investments in and Advances to Other Real Estate Partnerships	(4011,~~355~~963		)	(2224,~~921~~646		)
Distributions from Other Real Estate Partnerships in Excess of Equity in Income	2213,~~183~~978			3012,~~204~~864
Contributions to and Investments in Joint Ventures	(2613		)	(~~184~~18		)
Repayments of Notes Receivable	454			14,226
Distributions from Joint Ventures	2,469			—
Increase in Escrows	(189		)	—
Repayments of Notes Receivable	26,946			295
Net Cash Used in Investing Activities	(68,733		)	(2,783		)
Increase in Escrows	(514		)	(409		)
Net Cash Used in Investing Activities	(40,491		)	(52,599		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt and Equity Issuance Costs	(3,567		)	(1,433		)
Debt and Equity Issuance and Redemption Costs	(2,060		)	(311		)
Unit Contributions	~~174,081~~—			~~134~~174,~~905~~081
Repurchase and Retirement of Restricted Units	(2,~~968~~060		)	(~~855~~2,732		)
Common Unit Distributions	(19,286		)	—
Common Unit Distributions Paid	(21,582		)	(9,540		)
Preferred Unit Distributions Paid	(71,~~958~~471		)	(136,~~871~~114		)
Redemption of Preferred Units	(~~150~~75,000		)	—(100,000		)
Payments on Interest Rate Swap Agreement	~~(865~~—		)	(~~819~~598		)
Proceeds from Origination of Mortgage Loans Payable	—			97,561
Repayments on Mortgage Loans Payable	(41,145		)	(24,429		)
Repayments on Mortgage and Other Loans Payable	(41,389		)	(20,197		)
Repayments of Senior Unsecured Notes	(71,578		)	(28,965		)
Repayments of Senior Unsecured Notes	(29,769		)	(152,170		)
Proceeds from Unsecured Term Loan	200,000			—
Proceeds from Unsecured Credit Facility	~~289~~262,000			~~261~~194,000
Repayments on Unsecured Credit Facility	(~~216~~248,000		)	(~~383~~184,000		)
Net Cash Used in Financing Activities	(8,721		)	(78,879		)
Net Cash (Used in) Provided by Financing Activities	(896		)	11,392
Net Effect of Exchange Rate Changes on Cash and Cash Equivalents	(2027		)	14(43		)
Net Increase (Decrease) in Cash and Cash Equivalents	1,796			(5,158		)
Net Decrease in Cash and Cash Equivalents	(2,342		)	(237		)
Cash and Cash Equivalents, Beginning of Year	46,~~357~~518			74,~~624~~357
Cash and Cash Equivalents, End of Year	$	64,~~133~~149		$	24,~~480~~077

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

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FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands except per ~~unit~~Unit data)

1. Organization and Formation of Partnership

First Industrial, L.P. (the "Operating Partnership") was organized as a limited partnership in the state of Delaware on November 23, 1993. The sole general partner is First Industrial Realty Trust, Inc. (the "Company") which owns common units in the Operating Partnership ("Units") representing an approximate 96.01% ~~common~~ ownership interest at ~~September~~June 30, ~~2013~~2014. The Company also owns a preferred general partnership interest in the Operating Partnership represented by preferred Units ("Preferred Units") with an aggregate liquidation priority of $75,000 at September 30, 2013. The Company is a real estate investment trust ("REIT") as defined in the Internal Revenue Code of 1986 ~~(the "Code")~~. The Company’s operations are conducted primarily through the Operating Partnership. The limited partners of the Operating Partnership owned, in the aggregate, approximately a 43.09% interest in the Operating Partnership at ~~September~~June 30, ~~2013~~2014. Operations are also conducted through other partnerships and limited liability companies ("LLCs") of which the Operating Partnership is the sole member, and taxable REIT subsidiaries (together with the Operating Partnership, other partnerships and the ~~L.L.C.s~~LLCs, the "Consolidated Operating Partnership"), the operating data of which is consolidated with that of the Operating Partnership as presented herein. Unless the context otherwise requires, the terms "we," "us," and "our" refer to First Industrial, L.P. and its controlled subsidiaries.

We also hold at least a 99% limited partnership interest in each of eight limited partnerships (together, the "Other Real Estate Partnerships"). The Other Real Estate Partnerships’ operating data is presented herein on a combined basis, separate from that of the Consolidated Operating Partnership. The general partners of the Other Real Estate Partnerships are separate corporations, each with at least a .01% general partnership interest in the Other Real Estate Partnership for which it acts as a general partner. Each general partner of the Other Real Estate Partnerships is a wholly-owned subsidiary of the Company.

We also own noncontrolling equity interests in, and provide various services to, two joint ventures (the "2003 Net Lease Joint Venture" and the "2007 Europe Joint Venture" collectively, the "Joint Ventures"). See Note 5 for more information on the Joint Ventures.

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

As of September 30, 2013, we owned 632 industrial properties located in 24 states, containing an aggregate of approximately 55.1 million square feet of gross leasable area ("GLA"). On a combined basis, as of September 30, 2013, the Other Real Estate Partnerships owned 65 industrial properties containing an aggregate of approximately 7.4 million square feet of GLA.

Profits, losses and distributions of us, the LLCs and Other Real Estate Partnerships are allocated to the general partner and the limited partners or the members, as applicable, in accordance with the provisions contained within the partnership agreements, operating agreements or other ownership agreements, as applicable.

We also own noncontrolling equity interests in, and provide various services to, two joint ventures (the "2003 Net Lease Joint Venture" and the "2007 Europe Joint Venture"; collectively, the "Joint Ventures"). At June 30, 2014, the 2003 Net Lease Joint Venture owned one industrial property comprising approximately 0.8 million square feet of gross leasable area ("GLA") and the 2007 Europe Joint Venture did not own any properties.

The Other Real Estate Partnerships and the Joint Ventures are accounted for under the equity method of accounting. Accordingly, the operating data of the Other Real Estate Partnerships and the Joint Ventures are not consolidated with that of the Consolidated Operating Partnership as presented herein.

As of June 30, 2014, we owned 590 industrial properties located in 24 states, containing an aggregate of approximately 56.2 million square feet of GLA. On a combined basis, as of June 30, 2014, the Other Real Estate Partnerships owned 63 industrial properties containing an aggregate of approximately 8.1 million square feet of GLA.

2. Summary of Significant Accounting Policies

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the accounting policies described in the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013 ("~~2012~~2013 Form 10-K") and should be read in conjunction with such consolidated financial statements and related notes. The ~~2012~~ 2013 year end consolidated balance sheet data included in this Form 10-Q filing was derived from the audited consolidated financial statements in our ~~2012~~2013 Form 10-K, but does not include all disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). The following notes to these interim consolidated financial statements highlight significant changes to the notes included in the December 31, ~~2012~~2013 audited consolidated financial statements included in our ~~2012~~2013 Form 10-K and present interim disclosures as required by the Securities and Exchange Commission. In order to conform with GAAP, in preparation of our consolidated financial statements we are 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~~ June 30, ~~2013~~2014 and December 31, ~~2012~~2013, and the reported amounts of revenues and expenses for the three and ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 and ~~2012~~2013. Actual results could differ from those estimates. In our opinion, the accompanying unaudited interim consolidated financial statements reflect all adjustments necessary for a fair statement of our financial position as of ~~September~~ June 30, ~~2013~~2014 and December 31, ~~2012~~2013, ~~and~~ the results of our operations and comprehensive income for each of the three and six months ended June 30, 2014 and 2013, and our cash flows for each of the six months ended June 30, 2014 and 2013; all adjustments are of a normal recurring nature.

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operations and comprehensive income for each of the three and nine months ended September 30, 2013 and 2012, and our cash flows for each of the nine months ended September 30, 2013 and 2012, and all adjustments are of a normal recurring nature.

Reclassifications

Certain reclassifications have been made to the 2012 financial statements to conform to the 2013 presentation. Additionally, the results of operations for the nine months ended September 30, 2013 include an adjustment of $1,561 to decrease depreciation and amortization expense which should have been recorded during previous periods. Management evaluated the impact of the adjustment and does not believe it is material to the results of the anticipated full year, current period or any previous period.

IRS Tax Refund

On August 24, 2009, we received a private letter ruling from the IRS granting favorable loss treatment under Sections 331 and 336 of the Code on the tax liquidation of one of our former taxable REIT subsidiaries. On November 6, 2009, legislation was signed that allowed businesses with net operating losses for 2008 or 2009 to carry back those losses for up to five years. As a result, we received a refund from the IRS of $40,418 in the fourth quarter of 2009 (the "Refund") in connection with this tax liquidation. The IRS examination team, which is required by statute to review all refund claims in excess of $2,000 on behalf of the Joint Committee on Taxation, indicated to us that it disagreed with certain of the property valuations we obtained from an independent valuation expert in support of our fair value of the liquidated taxable REIT subsidiary and our claim for the Refund. During the year ended December 31, 2012, we reached an agreement with the regional office of the IRS on a proposed adjustment to the Refund. The total agreed-upon adjustment to taxable income was $13,700, which equates to $4,806 of taxes owed. We were also required to pay accrued interest of approximately $500. During the year ended December 31, 2012, the Operating Partnership recorded the charge for the agreed-upon adjustment and the related estimated accrued interest which was reflected as a component of income tax expense. During 2013, the settlement amount was approved by the Joint Committee on Taxation. During the nine months ended September 30, 2013, we paid the agreed upon taxes and related accrued interest.

As a result of the Joint Committee on Taxation's approval, during 2013, we entered into closing agreements with the IRS that determined the timing of the settlement on the tax characterization of the limited partners of the Operating Partnership and the stockholders of the Company. Pursuant to these closing agreements, $8,238 of the preferred stock distributions for the year ended December 31, 2012 are taxable as capital gain.

Recent Accounting Pronouncements

In ~~February~~April ~~2013~~2014, the FASB issued Accounting Standards Update No. ~~2013~~ 2014-0208, "Reporting ofDiscontinued ~~Amounts~~Operations ~~Reclassified~~and ~~Out~~Disclosures of ~~Accumulated~~Disposals ~~Other~~of ~~Comprehensive~~Components ~~Income~~of an Entity" ("ASU ~~2013~~2014-0208"). ASU ~~2013~~2014-0208 ~~requires~~changes ~~that~~the ~~public~~criteria ~~companies~~for ~~present,~~determining ~~either~~which indisposals acan ~~single~~be ~~note~~presented oras ~~parenthetically~~discontinued onoperations ~~the~~and ~~face~~modifies ofrelated ~~the~~disclosure ~~financial~~requirements. ~~statements,~~ASU ~~the~~2014-08 ~~effect~~is ofeffective ~~significant~~for ~~amounts~~annual ~~reclassified~~periods ~~from~~beginning ~~each~~on ~~component~~or ofafter ~~accumulated~~December ~~other~~15, ~~comprehensive~~2014, ~~income~~and ~~based~~interim onperiods ~~its~~within ~~source~~those annual periods and ~~the~~is ~~income~~to ~~statement~~be ~~line~~applied ~~items~~prospectively ~~affected~~to bynew ~~the~~disposals ~~reclassification.~~and ~~ASU~~new ~~2013-02~~classifications isof ~~effective~~disposal ~~for~~groups ~~annual~~as ~~periods~~held ~~beginning~~for sale after ~~December 15~~the effective date. Upon adoption, ~~2012~~we anticipate the disposition of properties, ~~and~~as iswell toas bethe ~~applied~~classification ~~prospectively. The adoption~~ of ~~this~~ ~~guidance did~~properties ~~not~~held ~~have~~for asale, ~~material~~will ~~impact~~generally ~~on our~~no ~~consolidated~~longer ~~financial~~meet ~~statements.~~the guidance to be classified as discontinued operations.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"). ASU 2014-09 is based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those good or services. ASU 2014-09 is effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. We are currently evaluating the potential effects on the consolidated financial statements.

3. Investment in Real Estate

Acquisitions

During the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014, we acquired ~~one~~three industrial ~~property~~properties comprising approximately 0.5 million square feet of GLA and several land parcels. The purchase price of these acquisitions totaled approximately $4631,~~463~~101, excluding costs incurred in conjunction with the acquisition of the industrial ~~property~~properties and land parcels. The purchase price of the industrial properties and land parcels acquired was allocated as follows:

Sales and Discontinued Operations



	Six Months Ended June 30, 2014
Land	$	7,695
Building and Improvements	16,946
Other Assets	897
Deferred Leasing Intangibles, Net	5,563
Total Purchase Price	$	31,101

~~During~~Intangible ~~the~~Assets ~~nine~~(Liabilities) ~~months~~Subject ~~ended~~To ~~September 30,~~Amortization 2013, we sold 18 industrial properties comprising approximately 1.5 million square feet of GLA and several land parcels. Gross proceeds from the sales of the industrial properties and land parcels were approximately $64,920. The net gain on the sale of the industrial properties and land parcels was approximately $14,503. The 18 sold industrial properties meet the criteria to be included in ~~discontinued operations. Therefore~~ the ~~results~~Period of operations and net gain on sale of real estate for the 18 industrial properties sold are included in discontinued operations. The results of operations and gain on sale of real estate for the several land parcels, which do not meet the criteria to be included in discontinued operations, are included in continuing operations.Acquisition

The fair value at the date of acquisition of in-place leases, tenant relationships, a below market ground lease obligation and above and below market leases recorded due to the real estate properties acquired for the six months ended June 30, 2014, which are recorded as deferred leasing intangibles, are as follows:



	Six Months Ended June 30, 2014
In-Place Leases	$	2,660
Tenant Relationships	$	1,620
Above Market Leases	$	219
Below Market Ground Lease Obligation	$	1,854
Below Market Leases	$	(790	)

The weighted average life, in months, of in-place leases, tenant relationships, a below market ground lease obligation and above and below market leases recorded at the time of acquisition as a result of the real estate properties acquired for the six months ended June 30, 2014 is as follows:



	Six Months Ended June 30, 2014
In-Place Leases	71
Tenant Relationships	130
Above Market Leases	83
Below Market Ground Lease Obligation	480
Below Market Leases	71

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AtSales ~~September 30,~~and ~~2013,~~Discontinued we had one industrial property comprising approximately 0.05 million square feet of GLA held for sale. The results of operations of this industrial property held for sale at September 30, 2013 are included in discontinued operations. There can be no assurance that such industrial property held for sale will be sold.Operations

~~Income~~During ~~from discontinued operations for~~ the ~~nine~~six months ended ~~September~~ June 30, ~~2012~~2014, ~~reflects~~we ~~the~~sold ~~results~~two ~~of operations of the 18~~ industrial properties ~~that~~comprising ~~were~~approximately ~~sold~~0.03 ~~during~~million ~~the~~square ~~nine~~feet ~~months~~of ~~ended~~GLA. ~~September 30,~~Gross ~~2013,~~proceeds from the ~~results~~sales of ~~operations~~the ~~of 26~~ industrial properties ~~that~~ were ~~sold~~approximately ~~during~~$1,655. ~~the~~The ~~year~~gain ~~ended~~on ~~December 31,~~sale ~~2012,~~of ~~the~~real ~~results~~estate ofwas ~~operations~~approximately of$714. ~~the~~The ~~one~~two sold industrial ~~property~~properties ~~identified~~meet asthe ~~held~~criteria ~~for~~to ~~sale~~be atincluded ~~September 30,~~in ~~2013~~discontinued ~~and~~operations. Therefore the results of operations and gain on sale of real estate ~~relating~~for tothe 23two industrial properties ~~that were~~ sold ~~during~~are ~~the~~included ~~nine~~in ~~months~~discontinued ~~ended September 30, 2012~~operations.

~~The~~At ~~following~~June ~~table~~30, ~~discloses~~2014, ~~certain~~we ~~information~~had ~~regarding~~two ~~the~~industrial properties comprising approximately 0.1 million square feet of GLA held for sale. The results of operations of these industrial properties held for sale at June 30, 2014 are included in discontinued operations. ~~for~~There ~~the~~can ~~three~~be ~~and~~no ~~nine~~assurance ~~months~~that ~~ended~~such ~~September 30,~~industrial ~~2013~~properties ~~and~~held ~~2012:~~for sale will be sold.

	Three MonthsEndedSeptember 30,2013			Three MonthsEndedSeptember 30,2012			Nine MonthsEndedSeptember 30,2013			Nine MonthsEndedSeptember 30,2012
Total Revenues	$	116		$	3,081		$	2,311		$	11,449
Property Expenses	58			(1,241		)	(871		)	(4,749		)
Impairment of Real Estate	—			—			(176		)	(1,186		)
Depreciation and Amortization	(49		)	(986		)	(746		)	(3,757		)
Gain on Sale of Real Estate	3,613			4,470			14,020			12,084
Income from Discontinued Operations	$	3,738		$	5,324		$	14,538		$	13,841

Income from discontinued operations for the six months ended June 30, 2013 reflects the results of operations of the two industrial properties that were sold during the six months ended June 30, 2014, the results of operations of the 65 industrial properties that were sold during the year ended December 31, 2013, the results of operations of the two industrial properties identified as held for sale at June 30, 2014 and the net gain on sale of real estate relating to 12 industrial properties that were sold during the six months ended June 30, 2013.

AtThe ~~September 30,~~following ~~2013~~table ~~and~~discloses ~~December 31,~~certain ~~2012,~~information weregarding ~~had~~the ~~notes~~industrial ~~receivable~~properties ~~outstanding~~included ofin ~~approximately~~our ~~$40,795~~discontinued ~~and~~operations ~~$41,201,~~for ~~net~~the ofthree ~~a discount of $207~~ and ~~$255,~~six ~~respectively,~~months ~~which~~ended ~~are included as a component of Prepaid Expenses and Other Assets, Net. At September~~ June 30, ~~2013~~2014 and ~~December~~2013: 31, 2012, the fair value of the notes receivable was $41,906 and $44,783, respectively. The fair value of our notes receivable was determined by discounting the future cash flows using current rates at which similar notes with similar remaining maturities would be made to other borrowers. The current market rates we utilized were internally estimated; therefore, we have concluded that our determination of fair value of our notes receivable was primarily based upon Level 3 inputs, as discussed below.



	Three Months Ended June 30, 2014			Three Months Ended June 30, 2013			Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
Total Revenues	$	154		$	3,181		$	315		$	6,722
Property Expenses	161			(1,309		)	156			(2,756		)
Impairment of Real Estate	—			(1,605		)	—			(1,605		)
Depreciation and Other Amortization	(59		)	(1,085		)	(122		)	(2,405		)
Gain on Sale of Real Estate	282			13,481			714			10,407
Income from Discontinued Operations	$	538		$	12,663		$	1,063		$	10,363

At June 30, 2014 and December 31, 2013, we had notes receivable and accrued interest outstanding, issued in connection with sales of industrial properties, of approximately $25,656 and $52,605, net of a discount of $0 and $191, respectively, which are included as a component of prepaid expenses and other assets. At June 30, 2014 and December 31, 2013, the fair value of the notes receivable, including accrued interest, was $26,190 and $53,482, respectively. The fair values of our notes receivable were determined by discounting the future cash flows using the current rates at which similar loans would be made to other borrowers based on similar remaining maturities. The current market rates we utilized were internally estimated; therefore, we have concluded that our determination of fair values of our notes receivable was primarily based upon Level 3 inputs.

Impairment Charges

~~During~~The impairment charges of $1,605 recorded during the three and ~~nine~~six months ended ~~September~~ June 30, 2013, ~~and~~which ~~2012~~are included in discontinued operations, wewere ~~recorded~~due to marketing certain properties for sale and our assessment of the ~~following~~likelihood ~~net~~and ~~non-cash~~timing ~~impairment~~of ~~charges:~~a potential sale transaction.

	Three MonthsEndedSeptember 30,2013		Three MonthsEndedSeptember 30,2012		Nine MonthsEnded September 30,2013		Nine MonthsEndedSeptember 30,2012
Sold or Held for Sale Operating Properties — Discontinued Operations	$	—	$	—	$	176	$	1,186
Operating Properties Not Held For Sale — Continuing Operations	1,047		—		2,476		(85		)
Total Net Impairment	$	1,047	$	—	$	2,652	$	1,101

The following table presents information about our real estate assets that were measured at fair value on a non-recurring basis and for which impairment charges were recorded during the six months ended June 30, 2013. The table indicates the fair value hierarchy of the valuation techniques we utilized to determine fair value.

The impairment charges for assets that qualify to be classified as held for sale are calculated as the difference between the carrying value of the properties and the estimated fair value, less costs to sell. The impairment charges for assets not held for sale are calculated as the difference between the carrying value of the properties and the estimated fair value. The impairment charges recorded during the three months ended September 30, 2013 and nine months ended September 30, 2013 and 2012 were triggered primarily due to marketing certain properties for sale and our assessment of the likelihood and timing of a potential sale transaction.



	Fair Value Measurements on a Non-Recurring Basis Using:
Description	At June 30, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Unobservable Inputs (Level 3)		Total Impairment for the Six Months Ended
Sold Operating Properties	$	6,993	—	—	$	6,993	$	(1,605	)

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The following table presents quantitative information about the Level 3 fair value measurements at June 30, 2013.

The accounting guidance for the fair value measurement provisions for the impairment of long lived assets establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The fair market values were primarily determined using third party purchase contracts and offers.



Quantitative Information about Level 3 Fair Value Measurements:
Description	Fair Value		Valuation Technique	Unobservable Inputs	Range
Four industrial properties comprising approximately 0.3 million square feet of GLA	$	6,993	Contracted Price	(A)	N/A

(A) The ~~following~~fair ~~table~~value ~~presents~~for ~~information~~the ~~about~~properties ~~our~~was ~~real~~based ~~estate~~upon ~~assets~~the ~~that were measured at fair~~ value onof a ~~non-recurring~~third ~~basis~~party ~~during~~purchase ~~the~~contract ~~nine~~or ~~months~~letter ~~ended~~of ~~September 30~~intent, ~~2013.~~which ~~The~~was ~~table~~subject ~~indicates the fair value hierarchy of the valuation techniques we utilized~~ to ~~determine~~our ~~fair~~corroboration ~~value~~for reasonableness.

	Fair Value Measurements on a Non-Recurring Basis Using:
Description	At September 30, 2013		Quoted Prices inActive Markets forIdentical Assets(Level 1)	Significant OtherObservable Inputs(Level 2)	UnobservableInputs(Level 3)		TotalImpairment for the Nine Months Ended
Long-lived Assets Not Held For Sale*	$	6,875	—	—	$	6,875	$	(1,047	)
_____________________

* Excludes industrial properties for which impairment of $1,605 was recorded during the nine months ended September 30, 2013 since the related assets are sold or recorded at carrying value, which is lower than estimated fair value at September 30, 2013.

Quantitative Information about Level 3 Fair Value Measurements:
Description	Fair Value		Valuation Technique	Unobservable Inputs	Range
One industrial property comprising approximately 0.5 million square feet of GLA	$	6,875	Contracted Price	(A)	N/A

(A) The fair value for the property is based upon the value of a third party purchase contract, which is subject to our corroboration for reasonableness.

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4. Investments in and Advances to Other Real Estate Partnerships

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

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

Condensed Combined Balance Sheets:

	September 30,2013			December 31,2012
	June 30, 2014			December 31, 2013
ASSETS
Assets:
Net Investment in Real Estate	$	~~276~~270,~~525~~901		$	~~264~~276,~~284~~294
Note Receivable	~~123~~17,~~444~~023			~~142~~119,~~982~~364
Other Assets, Net	3331,~~902~~131			3433,~~476~~234
Total Assets	$	~~433~~319,~~871~~055		$	~~441~~428,~~742~~892
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Mortgage Loans Payable	$	9892,~~111~~081		$	~~107~~97,~~287~~675
Other Liabilities, Net	14,~~276~~479			1113,~~570~~795
Partners’ Capital	~~321~~212,~~484~~495			~~322~~317,~~885~~422
Total Liabilities and Partners’ Capital	$	~~433~~319,~~871~~055		$	~~441~~428,~~742~~892
Operating Partnership's Share of Equity	$	320,228		$	321,663
Operating Partnership’s Share of Equity	$	211,580		$	316,188
Basis Differentials (1)	(123,952		)	(143,559		)
Basis Differential (1)	(17,272		)	(119,865		)
Carrying Value of the Operating Partnership's Investments in Other Real Estate Partnerships	$	196,276		$	178,104
Carrying Value of the Operating Partnership’s Investments in Other Real Estate Partnerships	$	194,308		$	196,323

~~_________________~~_____________________

(1) This amount represents the aggregate difference between the Operating Partnership'’s historical cost basis and the basis reflected at the Other Real Estate Partnerships'’ level. ~~Basis~~The ~~differentials~~basis ~~relate~~differential relates to the elimination of a note receivable and related accrued interest between a Other Real Estate Partnership and wholly owned subsidiaries of the Operating Partnership.

1211

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Condensed Combined Statements of Operations:

	Three MonthsEndedSeptember 30,2013			Three MonthsEndedSeptember 30,2012			Nine MonthsEndedSeptember 30,2013			Nine MonthsEndedSeptember 30,2012
	Three Months Ended June 30, 2014			Three Months Ended June 30, 2013			Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
Total Revenues	$	910,~~907~~118		$	9,~~400~~666		$	2920,~~340~~571		$	2919,~~419~~161
Property Expenses	(23,~~906~~062		)	(2,~~604~~936		)	(96,~~027~~496		)	(85,~~404~~975		)
Impairment of Real Estate	—			—			—			172
Depreciation and Other Amortization	(3,087		)	(2,976		)	(5,867		)	(5,945		)
Depreciation and Other Amortization	(3,071		)	(3,351		)	(9,120		)	(10,888		)
Interest Income	447			1,253			1,062			2,572
Interest Income	1,237			2,019			3,809			6,405
Interest Expense	(1,304		)	(1,147		)	(2,626		)	(2,462		)
Interest Expense	(1,079		)	(1,483		)	(3,541		)	(4,444		)
Amortization of Deferred Financing Costs	(43		)	(45		)	(88		)	(97		)
Amortization of Deferred Financing Costs	(45		)	(53		)	(142		)	(156		)
Loss from Retirement of Debt	(130		)	(214		)	(130		)	(214		)
Loss from Retirement of Debt	—			—			(214		)	—
Income from Continuing Operations	2,939			3,601			6,426			7,040
Income from Continuing Operations	4,043			3,928			11,105			12,104
Discontinued Operations:
Income (Loss) Attributable to Discontinued Operations	9122			~~112~~54			~~210~~(25		)	~~(20~~141		)
Gain (Loss) on Sale of Real Estate	1,630			(50		)	1,630			(79		)
Gain on Sale of Real Estate	38			—			341			—
Income (Loss) from Discontinued Operations	1,721			62			1,840			(99		)
Income from Discontinued Operations	60			54			316			141
Income Before Gain on Sale of Real Estate	$	5,764		$	3,990		$	12,945		$	12,005
Net Income	$	2,999		$	3,655		$	6,742		$	7,181
Gain on Sale of Real Estate	$	70		$	—		$	70		$	—
Net Income	$	5,834		$	3,990		$	13,015		$	12,005

5. ~~Investments in Joint Ventures~~ Indebtedness

At September 30, 2013, the 2003 Net Lease Joint Venture owned four industrial properties comprising approximately 2.5 million square feet of GLA. The 2003 Net Lease Joint Venture is considered a variable interest entity in accordance with the FASB guidance on the consolidation of variable interest entities. We continue to conclude that we are not the primary beneficiary of this venture. As of September 30, 2013, our investment in the 2003 Net Lease Joint Venture is $1,163. Our maximum exposure to loss is equal to our investment. We continue to hold our 10% equity interest in the 2007 Europe Joint Venture. As of September 30, 2013, the 2007 Europe Joint Venture did not own any properties.

During the three and nine months ended September 30, 2013, we recognized fees from our Joint Ventures of $59 and $180, respectively, and $295 and $439 during the three and nine months ended September 30, 2012, respectively.

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6. Indebtedness

The following table discloses certain information regarding our indebtedness:

Outstanding Balance at

InterestRate atSeptember 30, 2013

EffectiveInterestRate at Issuance

Maturity Date

OutstandingBalance at

InterestRate atJune 30,2014

Effective InterestRate atIssuance

Maturity Date

September 30, 2013

December 31, 2012

June 30, 2014

December 31,2013

Mortgage Loans Payable, Net

~~614~~539,~~900~~057

~~656~~580,~~329~~215

4.03% – 8.26%

~~4.03% – 8.26%~~

January 2015 – September 2022

~~January 2014- September 2022~~

Unamortized Premiums

(~~121~~102

)

(~~161~~115

)

Mortgage Loans Payable, Gross

~~614~~538,~~779~~955

~~656~~580,~~168~~100

Senior Unsecured Notes, Net

2016 Notes

159,~~552~~594

159,~~510~~566

5.750%

5.91%

~~5.91~~

%1/15/2016

~~1/15/2016~~

2017 Notes

54,~~959~~963

5554,~~385~~960

7.500%

7.52%

~~7.52~~

%12/1/2017

~~12/1/2017~~

2027 Notes

6,066

7.150%

7.11%

~~7.11~~

%5/15/2027

~~5/15/2027~~

2028 Notes

31,883

5531,~~261~~883

7.600%

8.13%

~~8.13~~

%7/15/2028

~~7/15/2028~~

2032 Notes

10,~~512~~516

1110,~~500~~514

7.750%

7.87%

~~7.87~~

%4/15/2032

~~4/15/2032~~

2014 Notes

~~80,772~~—

7981,~~683~~149

~~6.420~~N/A

N/A

~~6.54~~

%6/1/2014

~~6/1/2014~~

2017 II Notes

101,~~771~~792

~~106~~101,~~745~~778

5.950%

6.37%

~~6.37~~

%5/15/2017

~~5/15/2017~~

Subtotal

~~445~~364,~~515~~814

~~474~~445,~~150~~916

Unamortized Discounts

~~1,381~~288

~~2,570~~980

Senior Unsecured Notes, Gross

~~446~~365,~~896~~102

~~476~~446,~~720~~896

Unsecured Credit Facility

171,000

98,000

1.631

9/29/2017

Unsecured Term Loan

200,000

N/A

1.901%

1/29/2021

Unsecured Credit Facility*

187,000

173,000

1.652%

9/29/2017

* The maturity date may be extended an additional year at our election, subject to certain restrictions.

Mortgage Loans Payable, Net

During the three ~~and nine~~ months ended ~~September~~June 30, ~~2013~~2014, we paid off and retired prior to maturity mortgage loans payable in the amount of $1435,~~046 and $32,429, respectively~~637. In connection with these prepayments, we recognized $~~486~~493 ~~and $975~~ as loss from retirement of debt for the three and ~~nine~~six months ended ~~September~~June 30, ~~2013, respectively~~2014.

As of September 30, 2013, mortgage loans payable are collateralized, and in some instances cross-collateralized, by industrial properties with a net carrying value of $771,120. We believe the Operating Partnership and the Company were in compliance with all covenants relating to mortgage loans payable as of September 30, 2013.12

Senior Unsecured Notes, Net

During the nine months ended September 30, 2013, we repurchased and retired the following senior unsecured notes prior to maturity:

	PrincipalAmountRepurchased		PurchasePrice
2017 Notes	$	430	$	482
2017 II Notes	5,000		5,300
2028 Notes	23,394		26,547
2032 Notes	1,000		1,163
Total	$	29,824	$	33,492

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InAs ~~connection with these repurchases prior to maturity, we recognized $5,003 as loss from retirement~~ of ~~debt for the nine months ended September~~ June 30, ~~2013~~2014, ~~which~~mortgage isloans ~~the~~payable ~~difference~~are ~~between the repurchase price of $33~~collateralized,~~492~~ and ~~the~~in ~~principal~~some ~~amount~~instances ~~retired of $29~~cross-collateralized,~~824,~~ ~~net~~by ofindustrial ~~the~~properties ~~pro~~with ~~rata~~a ~~write~~net ~~off~~carrying value of ~~the~~$677,089. ~~unamortized~~We ~~debt~~believe ~~issue discount,~~ the ~~unamortized~~Operating ~~deferred~~Partnership ~~financing costs~~ and the ~~unamortized~~Company ~~settlement~~were ~~amount~~in ofcompliance ~~the~~with ~~interest~~all ~~rate~~covenants ~~protection~~relating ~~agreements~~to ~~related~~mortgage toloans ~~the~~payable ~~repurchase~~as of ~~$28~~June 30, ~~$191 and $1,116, respectively~~2014.

Senior Unsecured ~~Credit~~Notes, ~~Facility~~Net

OnDuring ~~July 19, 2013, we amended and restated our existing $450,000 revolving credit facility (~~the ~~"Old~~three ~~Credit~~months ~~Facility"),~~ended ~~increasing~~June ~~the borrowing capacity thereunder to $625~~30,~~000~~ (as amended and restated, the "Unsecured Credit Facility"). We may request that the borrowing capacity under the Unsecured Credit Facility be increased to $825,000, subject to certain restrictions. The amendment extended the maturity date from December 12, 2014 ~~to September 29~~, ~~2017~~we ~~with~~paid anoff ~~option~~and toretired ~~extend an additional one year at~~ our ~~election,~~2014 ~~subject to certain restrictions. At September 30~~Notes, ~~2013, the Unsecured Credit Facility provides for interest only payments initially~~ at ~~LIBOR plus 145 basis points~~maturity, ~~that~~in ~~varies based on our leverage ratio. In~~ the ~~event~~amount ~~we achieve an investment grade rating from one~~ of ~~certain rating agencies, the rate may be decreased at our election, based on the investment grade rating. In connection with the amendment of the Old Credit Facility, we wrote off~~ $~~56 of unamortized deferred financing costs~~81, ~~which is included in Loss from Retirement of Debt for the three and nine months ended September 30, 2013~~794.

Unsecured Term Loan

On January 29, 2014, we entered into a seven-year, $200,000 unsecured loan (the "Unsecured Term Loan") with a syndicate of financial institutions. The Unsecured Term Loan requires interest only payments and bears interest at a variable rate based on LIBOR, as defined in the loan agreement, plus a specified spread based on our leverage ratio or credit ratings. We also entered into interest rate swap agreements, with an aggregate notional value of $200,000, to effectively convert the Unsecured Term Loan's LIBOR rate to a fixed rate. See Note 11 for more information on the interest rate swap agreements.

Indebtedness

The following is a schedule of the stated maturities and scheduled principal payments as of ~~September 30, 2013 of~~ our indebtedness, exclusive of premiums and discounts, for the next five years ~~ending~~as ~~December~~of June 3130, 2014 and thereafter:

	Amount
Remainder of 2013	$	2,959
Remainder of 2014	$	5,268
2014	133,327
2015	34,270
2015	34,951
2016	250,030
2016	275,948
2017	353,783
2017	337,783
2018	126,951
Thereafter	~~447~~520,~~707~~755
Total	$	1,~~232~~291,~~675~~057

~~The~~Our unsecured revolving credit facility (the "Unsecured Credit Facility"), Unsecured Term Loan and the indentures governing our senior unsecured notes contain certain financial covenants, including limitations on incurrence of debt and debt service coverage. Under the Unsecured Credit Facility and Unsecured Term Loan, an event of default can also occur if the lenders, in their good faith judgment, determine that a material adverse change has occurred which could prevent timely repayment or materially impair our ability to perform our obligations under the loan ~~agreement~~agreements. We believe that we were in compliance with all covenants relating to the Unsecured Credit Facility, Unsecured Term Loan and indentures governing our senior unsecured notes as of ~~September~~ June 30, ~~2013~~2014. However, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by our ~~noteholders or~~ lenders in a manner that could impose and cause us to incur material costs.

Fair Value

At ~~September~~ June 30, ~~2013~~2014 and December 31, ~~2012~~2013, the fair ~~values~~value of our indebtedness ~~were~~was as follows:

	September 30, 2013				December 31, 2012
	June 30, 2014				December 31, 2013
	CarryingAmount		FairValue		CarryingAmount		FairValue
Mortgage Loans Payable, Net	$	~~614~~539,~~900~~057	$	~~629~~568,~~823~~595	$	~~656~~580,~~329~~215	$	~~699~~585,~~903~~449
Senior Unsecured Notes, Net	445,515		483,604		474,150		516,943
Senior Unsecured Debt, Net	364,814		403,458		445,916		482,781
Unsecured Credit Facility	171,000		171,000		98,000		98,192
Unsecured Term Loan	200,000		200,000		N/A		N/A
Total	$	1,231,415	$	1,284,427	$	1,228,479	$	1,315,038
Unsecured Credit Facility	187,000		187,296		173,000		173,000
Total	$	1,290,871	$	1,359,349	$	1,199,131	$	1,241,230

15The fair values of our mortgage loans payable were determined by discounting the future cash flows using the current rates at which similar loans would be made based upon similar remaining maturities. The current market rates we utilized were internally estimated. The fair value of the senior unsecured debt was determined by using rates, as advised by our bankers in certain cases, that are based upon recent trades within the same series of the senior unsecured debt, recent trades for senior unsecured debt with comparable maturities, recent trades for fixed rate unsecured debt from companies with profiles similar to ours, as well as overall economic conditions. The fair value of the Unsecured Credit Facility and Unsecured Term Loan was

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~~The fair values of our mortgage loans payable were~~ determined by discounting the future cash flows using ~~the~~ current rates at which similar loans would be made based upon similar leverage levels and similar remaining maturities. The current market rates we utilized were internally estimated. The fair value of the senior unsecured notes was determined by using rates, as advised by our bankers in certain cases, that are based upon recent trades within the same series of the senior unsecured notes, recent trades for senior unsecured notes with comparable maturities, recent trades for fixed rate unsecured debt from companies with profiles similar to ours, as well as overall economic conditions. The fair value of the Unsecured Credit Facility was determined by discounting the future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining term, assuming no repayment until maturity. We have concluded that our determination of fair value for each of our mortgage loans payable, senior unsecured ~~notes~~debt, Unsecured Term Loan and Unsecured Credit Facility was primarily based upon Level 3 inputs.

76. Partners’ Capital

Preferred Contributions

On ~~July~~March 186, ~~2013~~2014, the Company redeemed ~~the~~all 250,000~~,000~~ ~~Depositary~~depositary ~~Shares~~shares, each representing 1/~~10,000th~~100th of a share, of the Company's 76.25236%, Series KF Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series KF Preferred Stock"), at a redemption price of $251,000.00 per ~~Depositary~~depositary ~~Share~~share, and paid a ~~pro-rated~~quarterly ~~third quarter~~ dividend of $011.~~090625~~3299 per ~~Depositary~~depositary ~~Share~~share, totaling $~~181~~566. An equivalent number of Series KF Cumulative ~~Redeemable~~ Preferred Units ("the "Series KF Preferred Units") were redeemed on ~~July~~March 186, ~~2013~~2014 as well. The initial offering costs associated with the issuance of the Series K Preferred Units, as well as costs associated with the redemption, totaled $2,121 and are reflected as a deduction from net income in determining earnings per unit for the three and nine months ended September 30, 2013.

On ~~April~~March 1131, ~~2013~~2014, the Company redeemed ~~the~~all ~~remaining 4~~25,000~~,000~~ ~~Depositary~~depositary ~~Shares~~shares, each representing 1/~~10,000th~~100th of a share, of the Company's 7.25236%, Series JG Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series JG Preferred Stock"), at a redemption price of $251,000.00 per ~~Depositary~~depositary ~~Share~~share, and paid a ~~pro~~semi-~~rated~~annual ~~second quarter~~ dividend of $036.~~055382~~18 per ~~Depositary~~depositary ~~Share~~share, totaling $~~221~~905. An equivalent number of Series JG Cumulative ~~Redeemable~~ Preferred Units (the "Series JG Preferred Units") were redeemed on ~~April 11~~March 31, ~~2013~~2014 as well. The remaining initial offering costs associated with the issuance of the Series J Preferred Units, as well as costs associated with the redemption, totaled $3,546 and are reflected as a deduction from net income in determining earnings per unit for the nine months ended September 30, 2013.

The initial offering costs associated with the issuance of the Series F and Series G Preferred Units, as well as costs associated with the redemptions, totaled $1,462 and are reflected as a deduction from net income in determining earnings per unit for the six months ended June 30, 2014.

The Company has 10,000,000 shares of preferred stock authorized. At June 30, 2014 and December 31, 2013, the Company had 0 and 750 shares of preferred stock outstanding, respectively.

Unit Contributions

During the ~~nine~~six months ended ~~September~~ June 30, 2014 and 2013, ~~the~~137,463 ~~Company~~and ~~issued 8~~85,~~400~~028,~~000~~ ~~shares~~respectively, oflimited ~~the~~partnership ~~Company’s~~units ~~common~~were ~~stock~~converted ininto an ~~underwritten~~equivalent ~~public~~number ~~offering.~~of ~~Net~~general ~~proceeds~~partnership ~~were $132~~units,~~050.~~ ~~The~~resulting ~~proceeds were contributed to us~~ in ~~exchange~~a ~~for~~reclassification ~~Units~~of $1,333 and ~~are~~$804 ~~reflected~~between inLimited ~~our~~Partners ~~financial~~Units ~~statements~~and asGeneral aPartner ~~general partner contribution~~Units.

On March 1, 2012, the Company and the Operating Partnership entered into distribution agreements with sales agents to sell up to 12,500,000 shares of the Company's common stock, for up to $125,000 aggregate gross sale proceeds, from time to time in "at-the-market" offerings (the "ATM"). During the nine months ended September 30, 2013, the Company issued 2,315,704 shares of the Company's common stock under the ATM resulting in net proceeds to the Company of $41,735. These proceeds were contributed to us in exchange for an equivalent number of Units and are reflected in our financial statements as a general partner contribution. Under the terms of the ATM, sales are to be made primarily in transactions that are deemed to be "at the market" offerings, including sales made directly on the New York Stock Exchange or sales made through a market maker other than on an exchange or by privately negotiated transactions.

During the nine months ended September 30, 2013, 99,508 limited partnership units were converted into an equivalent number of general partnership units, resulting in a reclassification of $943 between Limited Partners Units and General Partner Units.

Restricted Units and Long-Term Incentive Program

During the nine months ended September 30, 2013, the Company awarded 284,461 shares of restricted stock awards to certain employees, which had a fair value of $4,719 on the date of approval by the Compensation Committee of the Board of Directors. We issued Units to the Company in the same amounts. These restricted stock awards vest over a period of three years. Compensation expense will be charged to earnings over the vesting period for the shares expected to vest except if the recipient is not required to provide future service in exchange for vesting of the shares. If vesting of a recipient's restricted stock is not contingent upon future service, the expense is recognized immediately at the date of grant. During the nine months ended September 30, 2013, we recognized $1,008 of compensation expense related to restricted shares granted during the first quarter to our Chief Executive Officer for which future service was not required.

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The Board of Directors adopted the 2013 Long-Term Incentive Program ("LTIP") and effective July 1, 2013, certain officers and employees of the Company were granted 718,960 performance units ("LTIP Unit Awards"). The LTIP Unit Awards had a fair value of $5,411 on the grant date as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation. The LTIP Unit Awards vest based upon the relative total shareholder return ("TSR") of the Company's stock compared to the TSRs of the MSCI US REIT Index and the NAREIT Industrial Index. The TSR for half of the granted units is calculated based upon the performance from July 1, 2013 through June 30, 2014 and the other half is calculated based upon the performance from July 1, 2013 through December 31, 2015. Compensation expense will be charged to earnings on a straight-line basis over the respective performance periods. At the end of the respective performance periods, each participant will be issued shares of our common stock equal to the maximum shares issuable to the participant for the performance period multiplied by a percentage, ranging from 0% to 100%, based on our TSR as compared to the TSR of the MSCI US REIT Index and the NAREIT Industrial Index. The participants will also be entitled to dividend equivalents for shares issued pursuant to vested LTIP Unit Awards, which dividend equivalents represent any common dividends that would been paid with respect to such issued shares after the grant of the LTIP Unit Awards and prior to the date of settlement.

We recognized $1,769 and $4,436 for the three and nine months ended September 30, 2013, respectively, and $1,309 and $3,707 for the three and nine months ended September 30, 2012, respectively, in amortization related to restricted stock and unit awards and LTIP Unit Awards, of which $11 and $24, respectively, was capitalized in connection with development activities for the three and nine months ended September 30, 2013, respectively, and $19 and $19 for the three and nine months ended September 30, 2012, respectively. At September 30, 2013, we had $9,094 in unrecognized compensation related to unvested restricted stock and LTIP Unit Awards. The weighted average period that the unrecognized compensation is expected to be recognized is 0.90 years.

Distributions

The coupon rate of our Series F Preferred Units ~~resets~~reset every quarter at 2.375% plus the greater of (i) the 30 year Treasury constant maturity treasury ("CMT") Rate, (ii) the 10 year Treasury CMT Rate or (iii) 3 -month LIBOR. For the ~~third~~period ~~quarter~~January ~~of 2013~~1, ~~the~~2014 ~~new~~through ~~coupon~~March ~~rate~~6, ~~was~~2014 ~~5.935%.~~(the ~~See~~redemption ~~Note 11~~date), ~~for additional derivative information related to~~ the ~~Series F Preferred Units~~ coupon rate ~~reset~~was 6.275%.

The following table summarizes distributions accrued during the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014:

	Nine Months Ended September 30, 2013
	TotalDistribution
	Distributionper Unit		TotalDistribution
General Partner/Limited Partner Units	$	23,636
General Partner/Limited Partner Units	$	0.255	$	29,074
Series F Preferred Units	$	566
Series F Preferred Units	$	4,242.04	$	2,121
Series G Preferred Units	$	453
Series G Preferred Units	$	5,427.00	$	1,357
Series J Preferred Units *	$	5,085.12	$	2,034
Series K Preferred Units **	$	9,968.85	$	1,994

* The second quarter 2013 distribution per unit was pro-rated as discussed in the "Preferred Contributions" section.14

**The third quarter 2013 distribution per unit was pro-rated as discussed in the "Preferred Contributions" section.

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87. Accumulated Other Comprehensive Loss

The following tables summarize the changes in accumulated other comprehensive loss by component for the six months ended June 30, 2014 and the reclassifications out of accumulated other comprehensive loss for the three and six months ended June 30, 2014 and 2013:

The following tables summarize the changes in Accumulated Other Comprehensive Loss by component for the nine months ended September 30, 2013 and the reclassifications out of Accumulated Other Comprehensive Loss for the three and nine months ended September 30, 2013:



	Interest Rate Protection Agreements			Foreign Currency Translation Adjustment			Total
Balance as of December 31, 2013	$	(3,481	)	$	119		$	(3,362	)
Other Comprehensive Loss Before Reclassifications	(6,309		)	(5		)	(6,314		)
Amounts Reclassified from Accumulated Other Comprehensive Loss	2,908			—			2,908
Net Current Period Other Comprehensive Loss	(3,401		)	(5		)	(3,406		)
Balance as of June 30, 2014	$	(6,882	)	$	114		$	(6,768	)

	Interest Rate Protection Agreements			Foreign Currency Translation Adjustment			Total
		Amount Reclassified from Accumulated Other Comprehensive Loss
Balance as of December 31, 2012	$	(7,008	)	$	179		$	(6,829	)
Details about Accumulated Other Comprehensive Loss Components		Three Months Ended June 30, 2014			Three Months Ended June 30, 2013			Six Months Ended June 30, 2014		Six Months Ended June 30, 2013		Affected Line Item in the Consolidated Statements of Operations
Other Comprehensive Loss Before Reclassifications	—			(14		)	(14		)
Interest Rate Protection Agreements
Amounts Reclassified from Accumulated Other Comprehensive Loss	2,908			—			2,908
Amortization of Interest Rate Protection Agreements (Previously Settled)		$	468		$	598		$	1,096	$	1,183	Interest Expense
Net Current Period Other Comprehensive Income (Loss)	2,908			(14		)	2,894
Settlement Payments to our Counterparties (see Note 11)		1,079			—			1,812		—		Interest Expense
Balance as of September 30, 2013	$	(4,100	)	$	165		$	(3,935	)
Write-off of Unamortized Settlement Amounts of Interest Rate Protection Agreements		—			916			—		1,099		Loss from Retirement of Debt
		$	1,547		1,514			$	2,908	$	2,282	Total

	Amount Reclassified from Accumulated Other Comprehensive Loss
Details about Accumulated Other Comprehensive Loss Components	Three Months Ended September 30, 2013		Nine Months Ended September 30, 2013		Affected Line Item in the Consolidated Statements of Operations
Interest Rate Protection Agreements
Amortization of Interest Rate Protection Agreements	$	609	$	1,792	Interest Expense
Write-off of Unamortized Settlement Amounts of Interest Rate Protection Agreements	17		1,116		Loss from Retirement of Debt
	$	626	2,908		Total

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in other comprehensive income and is subsequently reclassified to earnings through interest expense over the life of the derivative or over the life of the debt. In the next 12 months, we expect to amortize approximately $523 into net income by increasing interest expense for interest rate protection agreements we settled in previous periods. Additionally, recurring settlement amounts on the Swaps, as defined in Note 11, will also be reclassified to net income.

98. Supplemental Information to Statements of Cash Flows

	Nine MonthsEndedSeptember 30, 2013			Nine MonthsEndedSeptember 30, 2012
	Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
Interest Expense Capitalized in Connection with Development Activity	$	~~2,447~~742		$	1,~~078~~623
Supplemental Schedule of Non-Cash Investing and Financing Activities:
Distribution Payable on General and Limited Partner Units	$	911,~~788~~891		$	—9,745
Distribution Payable on Preferred Units	$	—		$	52,~~177~~056
Exchange of Limited Partnership Units for General Partnership Units:
Limited Partnership Units	$	(~~943~~1,333	)	$	(~~2,710~~804	)
General Partnership Units	~~943~~1,333			~~2,710~~804
Total	$	—		$	—
Mortgage Loan Payable Assumed in Conjunction with a Property Acquisition	$	—		$	12,026
Assumption of Liabilities in Connection with the Acquisition of Real Estate	$	183		$	298
Write-off of Fully Depreciated Assets	$	(36,992	)	$	(30,782	)
Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate	$	17,626		$	8,672
Write-off of Fully Depreciated Assets	$	(16,687	)	$	(29,561	)

1815

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109. Earnings Per Unit ("EPU")

The computation of basic and diluted EPU is presented below:

	Three MonthsEndedSeptember 30, 2013			Three MonthsEndedSeptember 30, 2012			Nine MonthsEndedSeptember 30, 2013			Nine MonthsEndedSeptember 30, 2012
	Three Months Ended June 30, 2014			Three Months Ended June 30, 2013			Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
Numerator:
Income (Loss) from Continuing Operations	$	43,~~779~~689		$	92(1,270	)	$	38,~~982~~242		$	(~~17,665~~360	)
Gain on Sale of Real Estate	~~221~~—			~~3,777~~—			~~483~~—			~~3,777~~262
Income from Continuing Operations Allocable to Participating Securities	(1238		)	—			—(63		)	—
Preferred Unit Distributions	~~(1,392~~—		)	(42,~~725~~277		)	(71,~~506~~019		)	(146,~~285~~114		)
Redemption of Preferred Units	~~(2,121~~—		)	—(3,546		)	(51,~~667~~462		)	—(3,546		)
Income (Loss) from Continuing Operations Available to Unitholders	$	13,~~475~~651		$	(~~856~~7,093	)	$	(85,~~708~~698	)	$	(289,~~173~~758	)
Income from Discontinued Operations	$	~~3,738~~538		$	512,~~324~~663		$	141,~~538~~063		$	1310,~~841~~363
Income from Discontinued Operations Allocable to Participating Securities	(305		)	(3442		)	(~~120~~12		)	—(78		)
Income from Discontinued Operations Attributable to Unitholders	$	~~3,708~~533		$	512,~~290~~621		$	141,~~418~~051		$	1310,~~841~~285
Net Income (Loss) Available	$	5,225		$	4,468		$	5,830		$	(14,332	)
Net Income Available to Unitholders and Participating Securities	$	4,227		$	5,570		$	6,824		$	605
Net Income Allocable to Participating Securities	(4243		)	(3442		)	(~~120~~75		)	—(78		)
Net Income (Loss) Available to Unitholders	$	5,183		$	4,434		$	5,710		$	(14,332	)
Net Income Available to Unitholders	$	4,184		$	5,528		$	6,749		$	527
Denominator:
Weighted Average Units — Basic	114,089			98,432			110,823			94,464
Weighted Average Units—Basic	114,278			112,808			114,262			109,163
Effect of Dilutive Securities that Result in the Issuance of General Partner Units:
LTIP Unit Awards	~~315~~589			—			—564			—
Weighted Average Units - Diluted	114,404			98,432			110,823			94,464
Weighted Average Units—Diluted	114,867			112,808			114,826			109,163
Basic and Diluted EPU:
Income (Loss) from Continuing Operations Available to Unitholders	$	0.0103		$	(0.0106	)	$	(0.0805	)	$	(0.3009	)
Income from Discontinued Operations Attributable to Unitholders	$	0.0301		$	0.0511		$	0.1301		$	0.1510
Net Income (Loss) Available to Unitholders	$	0.04		$	0.04		$	0.05		$	(0.15	)
Net Income Available to Unitholders	$	0.04		$	0.05		$	0.06		$	0.01

Participating securities include Units that correspond to the Company's ~~489~~465,~~381~~737 and ~~745~~489,~~712~~381 of unvested restricted stock awards outstanding at ~~September~~ June 30, ~~2013~~2014 and ~~2012~~2013, respectively, which participate in non-forfeitable distributions of the Operating Partnership. Under the two class method, participating security holders are allocated income, in proportion to total weighted average units outstanding, based upon the greater of net income (after reduction for preferred unit distributions and redemption of preferred units) or common distributions declared. ~~Since~~ participating security holders are not obligated to share in losses and no common distributions were declared during the nine months ended September 30, 2012, there was no allocation of income to participating security holders for the nine months ended September 30, 2012.

19The number of weighted average units—diluted is the same as the number of weighted average units—basic for the three and six months ended June 30, 2013, as the effect of restricted stock unit awards outstanding at June 30, 2013, which do not participate in non-forfeitable dividends of the Company, was excluded as its inclusion would have been antidilutive to the loss from continuing operations available to Unitholders.

Effective July 1, 2013, the Board of Directors granted performance awards ("LTIP Unit Awards") to certain officers and employees of the Company. The LTIP Unit Awards, which do not participate in non-forfeitable dividends of the Company, are dilutive and are included in the calculation of diluted EPU for the three and six months ended June 30, 2014.

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~~The number of weighted average units—diluted is the same as the number of weighted average units~~10. —Stock ~~basic~~Based for the three months ended September 30, 2012 and nine months ended September 30, 2013 and 2012, as the effect of Units corresponding to the Company's LTIP Unit Awards (which do not participate in non-forfeitable distributions of the Operating Partnership) was excluded as its inclusion would have been antidilutive to the loss from continuing operations available to Unitholders. Units corresponding to the following awards of the Company could be dilutive in future periods:Compensation

	Number ofAwardsOutstanding AtSeptember 30, 2013	Number ofAwardsOutstanding AtSeptember 30, 2012
Non-Participating Securities:
Restricted Stock Unit Awards	273,400	713,550
LTIP Unit Awards	718,960	—

During the six months ended June 30, 2014, we awarded 299,805 shares of restricted stock awards to certain employees, which had a fair value of $5,413 on the date of approval by either the Compensation Committee of the Board of Directors or the approval date of the Company's 2014 Stock Incentive Plan. We issued Units to the Company in the same amounts. These restricted stock awards generally vest over a period of three years. Additionally, during the six months ended June 30, 2014, we awarded 19,250 shares of restricted stock to non-employee members of the Board of Directors, which had a fair value of $350 on the date of approval. These restricted stock awards vest over a one-year period.

Compensation expense will be charged to earnings over the vesting periods for the shares expected to vest except if the recipient is not required to provide future service in exchange for vesting of such shares. If vesting of a recipient's restricted stock award is not contingent upon future service, the expense is recognized immediately at the date of grant. During the six months ended June 30, 2014 and 2013, we recognized $1,451 and $1,008, respectively, of compensation expense related to restricted stock awards granted to our Chief Executive Officer for which future service was not required.

We recognized $3,322 and $841 for the three months ended June 30, 2014 and 2013, and $4,897 and $2,667 for the six months ended June 30, 2014 and 2013, respectively, in amortization related to restricted stock and unit awards and LTIP Unit Awards, of which $11 and $4 was capitalized for the three months ended June 30, 2014 and 2013, and $30 and $13 was capitalized for the six months ended June 30, 2014 and 2013, respectively, in connection with development activities. At June 30, 2014, we had $7,819 in unrecognized compensation related to unvested restricted stock awards and LTIP Unit Awards. The weighted average period that the unrecognized compensation is expected to be recognized is 0.95 years.

11. Derivatives

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

~~Our~~In ~~Series~~connection Fwith ~~Preferred~~origination ~~Units are subject to a coupon rate reset. The coupon rate resets every quarter at 2.375% plus the greater~~ of i) the ~~30 year~~Unsecured ~~Treasury~~Term ~~CMT~~Loan ~~Rate,~~(see ~~ii) the~~Note ~~10 year Treasury CMT Rate or iii~~5) ~~3 month LIBOR. For the third quarter of 2013~~, ~~the~~during ~~new~~January ~~coupon rate was 5.935%. In October 2008~~2014, we entered into an four interest rate ~~swap~~swaps, ~~agreement~~ with aan aggregate notional value of $50200,000, to ~~mitigate~~manage our exposure to ~~floating~~changes ~~interest~~in ~~rates related to~~ the ~~forecasted~~one ~~reset~~month ~~rate~~LIBOR ~~of the coupon~~ rate ~~of our Series F Preferred Units~~ (the ~~"Series F Agreement"~~“Swaps”). The ~~This~~Swaps ~~Series F~~fix ~~Agreement fixes~~ the 30LIBOR ~~year Treasury CMT~~ rate at ~~5.2175%.~~a ~~Accounting~~weighted ~~guidance~~average ~~for~~rate ~~derivatives does not permit hedge accounting treatment related to equity instruments and therefore the mark-to-market gains or losses related to this agreement are recorded in the statement~~ of ~~operations~~2.29% ~~For the three~~ and ~~nine~~mature ~~months ended September 30, 2013, net gains of $0 and $52, respectively, are recognized as Mark-to-Market Gain (Loss)~~ on ~~Interest~~January ~~Rate Protection Agreements. For the three and nine months ended September 30, 2012, net losses of $~~29 ~~and $334~~, ~~respectively, are recognized as Mark-to-Market Gain (Loss) on Interest Rate Protection Agreements~~2021.We ~~Quarterly~~designated ~~payments~~the ~~are~~Swaps ~~treated~~ as acash ~~component~~flow of the mark-to-market gains or losses and totaled $214 and $774, for the three and nine months ended September 30, 2013, respectively, and $326 and $865 for the three and nine months ended September 30, 2012, respectivelyhedges. ~~The Series F Agreement matured on October 1, 2013.~~

~~The~~Our ~~effective~~agreement ~~portion~~with ofour ~~changes~~derivative incounterparty ~~the~~contains ~~fair~~provisions ~~value~~where ofif ~~derivatives~~we ~~designated~~default ~~and~~on ~~that~~any ~~qualify~~of asour ~~cash~~indebtedness, ~~flow~~then ~~hedges~~we iscould ~~recorded~~also inbe ~~Other~~declared ~~Comprehensive~~in ~~Income~~default ~~("OCI")~~on ~~and~~our ~~is subsequently reclassified to earnings through interest expense over the life of the~~ derivative orobligations ~~over~~subject ~~the life of the debt. In the next 12 months, we expect~~ to ~~amortize~~certain ~~approximately $1,846 into net income by increasing interest expense for interest rate protection agreements we settled in previous periods~~thresholds.

The following istable asets ~~summary~~forth ~~of the terms of~~ our ~~derivative~~financial ~~and~~liabilities ~~its~~related ~~fair~~to ~~value~~the Swaps, which isare included in Accounts Payable, Accrued Expenses and Other Liabilities on the accompanying consolidated balance ~~sheets~~sheet and are accounted for at fair value on a recurring basis as of June 30, 2014:

Hedge Product	NotionalAmount				Strike		TradeDate		MaturityDate		Fair Value As ofSeptember 30,2013		Fair Value As ofDecember 31,2012
						Fair Value Measurements at Reporting Date Using:
Derivatives Not Designated as Hedging Instruments:
Description		Fair Value				Quoted Prices inActive Markets forIdentical Assets(Level 1)		Significant OtherObservable Inputs(Level 2)				UnobservableInputs(Level 3)
Series F Agreement*	$	50,000			5.2175	%	October 1, 2008		October 1, 2013		$	—	$	(826	)
Liabilities:
_____________________
Swaps		$	(4,497	)		—		$	(4,497	)		—

*There ~~Fair~~was ~~value~~no ~~excludes~~ineffectiveness ~~quarterly~~recorded ~~settlement payment due~~ on ~~Series~~the FSwaps ~~Agreement.~~during Asthe ofthree ~~September~~and ~~30,~~six ~~2013~~months ~~and~~ended ~~December~~June 3130, ~~2012,~~2014. ~~the~~See ~~outstanding~~Note ~~payable~~7 ~~was~~for ~~$214~~more ~~and $305, respectively~~information.

20The estimated fair value of the Swaps was determined using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments are incorporated in the fair value to account for potential non-performance risk, including our own non-performance risk and the respective counterparty’s non-performance risk. We determined that the significant inputs used to value the Swaps fell within Level 2 of the fair value hierarchy.

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The following is a summary of the impact of the derivatives in cash flow hedging relationships on the statements of operations and the statements of OCI for the three and nine months ended September 30, 2013 and 2012:

		Three Months Ended						Nine Months Ended
Interest Rate Products	Location on Statement	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012
Amortization Reclassified from OCI into Income (Loss)	Interest Expense	$	(609	)	$	(579	)	$	(1,792	)	$	(1,690	)

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

The following table sets forth our financial liability that is accounted for at fair value on a recurring basis as of September 30, 2013 and December 31, 2012:

	Fair Value			Fair Value Measurements atReporting Date Using:
Description				Quoted Prices inActive Markets forIdentical Assets(Level 1)	Significant OtherObservable Inputs(Level 2)	UnobservableInputs(Level 3)
Liabilities:
Series F Agreement at September 30, 2013	$	—		—	—	$	—
Series F Agreement at December 31, 2012	$	(826	)	—	—	$	(826	)

The following table presents the quantitative information about the Level 3 fair value measurements at September 30, 2013 and December 31, 2012:

	Quantitative Information about Level 3 Fair Value Measurements:
Description	Fair Value			Valuation Technique	Unobservable Inputs	Range
Series F Agreement at September 30, 2013	$	—		N/A	N/A	(A)
Series F Agreement at December 31, 2012	$	(826	)	Discounted Cash Flow	Long Dated Treasuries (B)	2.82% - 2.91%
					Own Credit Risk (C)	0.98% - 1.59%

(A) The Series F Agreement matured on October 1, 2013.

(B) Represents the forward 30 year Treasury CMT Rate.

The valuation of the Series F Agreement was determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the instrument. This analysis reflected the contractual terms of the agreement including the period to maturity. In adjusting the fair value of the Series F Agreement for the effect of nonperformance risk, we had considered the impact of netting and any applicable credit enhancement. To comply with the provisions of fair value measurement, we calculated a credit valuation adjustment ("CVA") to appropriately reflect both our own nonperformance risk and our counterparty's nonperformance risk in the fair value measurements. We considered the Series F Agreement to be classified as Level 3 in the fair value hierarchy due to a significant number of unobservable inputs. The Series F Agreement swapped a fixed rate of 5.2175% for floating rate payments based on 30 year Treasury CMT Rate. No market observable prices exist for long dated Treasuries. Therefore, we had classified the Series F Agreement in its entirety as Level 3.

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The following table presents a reconciliation of our liability classified as Level 3 at September 30, 2013:

	Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)Derivatives
Ending Liability Balance at December 31, 2012	$	(826	)
Mark-to-Market of the Series F Agreement	826
Ending Liability Balance at September 30, 2013	$	—

12. Commitments and Contingencies

In the normal course of business, we are involved in legal actions arising from the ownership of our industrial properties. In our opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a materially adverse effect on our consolidated financial position, operations or liquidity.

In conjunction with the development of industrial properties, we have entered into agreements with general contractors for the construction of industrial buildings. At ~~September~~ June 30, ~~2013~~2014, we have ~~committed~~five ~~to the development of three~~ industrial buildings totaling approximately 1.12 million square feet of GLA that are under construction. The estimated total construction costs as of ~~September~~ June 30, ~~2013,~~2014 are approximately $9464,~~400~~700. Of this amount, approximately $2744,~~700~~200 remains to be funded. There can be no assurance that the actual completion cost will not exceed the estimated completion cost stated above.

13. Subsequent Events

From ~~October~~July 1, ~~2013~~2014 to ~~November~~July 129, ~~2013~~2014, we ~~paid~~sold ~~off~~six ~~prior~~industrial toproperties ~~maturity~~and ~~mortgage~~a ~~loans~~certain ~~payable~~land inparcel ~~the~~for ~~aggregate~~approximately ~~amount of~~ $3127,~~966~~810. There were no industrial properties acquired during the period.

From October 1, 2013 to November 1, 2013, we acquired 100% of an LLC interest that owned one industrial property for a purchase price of approximately $26,349, excluding costs incurred in conjunction with the acquisition of the industrial property and sold three industrial properties and one land parcel for approximately $4,644. 18

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q.

~~This~~In ~~report~~addition, the following discussion contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations, are generally identifiable by use of the words "believe," "expect," "intend," "plan," "anticipate," "estimate," "project," "seek," "target," "potential," "focus," "may," "should," or similar expressions. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a materially adverse effect on our operations and future prospects include, but are not limited to: changes in national, international, regional and local economic conditions generally and real estate markets specifically; changes in legislation/regulation (including changes to laws governing the taxation of real estate investment trusts) and actions of regulatory authorities (including the Internal Revenue Service); the Company's ability to qualify and maintain ~~our~~its status as a real estate investment trust; the availability and attractiveness of financing (including both public and private capital) to us and to our potential counterparties; the availability and attractiveness of terms of additional debt repurchases; interest rates; our credit agency ratings; our ability to comply with applicable financial covenants; competition; changes in supply and demand for industrial properties (including land, the supply and demand for which is inherently more volatile than other types of industrial property) in the Operating Partnership's current and proposed market areas; difficulties in identifying and consummating acquisitions and dispositions; our ability to manage the integration of properties we acquire; risks related to our investments in properties through joint ventures; environmental liabilities; slippages in development or lease-up schedules; tenant creditworthiness; higher-than-expected costs; changes in asset valuations and related impairment charges; changes in general accounting principles, policies and guidelines applicable to real estate investment trusts; international business risks and those additional factors described under the heading "Risk Factors" and elsewhere in the Operating Partnership’'s annual report on Form 10-K for the year ended December 31, ~~2012~~2013, and in ~~the Company's subsequent Exchange Act reports, including~~ this quarterly report. We caution you not to place undue reliance on forward looking statements, which reflect our analysis only and speak only as of the date of this report or the dates indicated in the statements. We assume no obligation to update or supplement forward-looking statements. Unless the context otherwise requires, the terms "we," "us," and "our" refer to First Industrial, L.P. and ~~respective~~its controlled subsidiaries.

GENERAL

First Industrial, L.P. (the "Operating Partnership") was organized as a limited partnership in the state of Delaware on November 23, 1993. The sole general partner is First Industrial Realty Trust, Inc. (the "Company") which owns common units in the Operating Partnership ("Units") representing an approximate 96.01% ownership interest at ~~September 30,~~June 2013. The Company also owns a preferred general partnership interest in the Operating Partnership represented by preferred units ("Preferred Units") with an aggregate liquidation priority of $75.0 million at September 30, ~~2013~~2014. The Company is a real estate investment trust ("REIT") as defined in the Internal Revenue Code of 1986 (the "Code"). The Company’s operations are conducted primarily through the Operating Partnership. The limited partners of the Operating Partnership owned, in the aggregate, anapproximately ~~approximate~~a 43.09% interest in the Operating Partnership at ~~September~~ June 30, ~~2013~~2014. Operations are also conducted through other partnerships and limited liability companies ("LLCs") of which the Operating Partnership is the sole member, and taxable REIT subsidiaries (together with the Operating Partnership, other partnerships and the LLCs, the "Consolidated Operating Partnership"), the operating data of which is consolidated with that of the Operating Partnership as presented herein.

We also hold at least a 99% limited partnership interest in each of eight limited partnerships (together, the "Other Real Estate Partnerships"). The Other Real Estate Partnerships’ operating data is presented herein on a combined basis, separate from that of the Consolidated Operating Partnership. The general partners of the Other Real Estate Partnerships are separate corporations, each with at least a .01% general partnership interest in the Other Real Estate Partnerships for which it acts as a general partner. Each general partner of the Other Real Estate Partnerships is a wholly-owned subsidiary of the Company.

We also own noncontrolling equity interests in, and provide various services to, two joint ventures (the "2003 Net Lease Joint Venture" and the "2007 Europe Joint Venture" and, collectively, the "Joint Ventures"). See Note 5 to the Consolidated Financial Statements for more information on the Joint Ventures.

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

We also own noncontrolling equity interests in, and provide services to, two joint ventures (the "2003 Net Lease Joint Venture" and the "2007 Europe Joint Venture"; collectively, the "Joint Ventures"). At June 30, 2014, the 2003 Net Lease Joint Venture owned one industrial property comprising approximately 0.8 million square feet of gross leasable area ("GLA") and the 2007 Europe Joint Venture did not own any properties.

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WeAs ~~maintain a website at www.firstindustrial.com. Information on this website shall not constitute part~~ of ~~this~~June ~~Form 10-Q. Copies of our annual report on Form 10-K~~30, ~~quarterly reports on Form 10-Q~~2014, ~~current~~we ~~reports~~owned on590 ~~Form 8-K~~industrial ~~and~~properties ~~amendments~~located toin ~~such~~24 ~~reports~~states, ~~are~~containing ~~available~~an ~~without~~aggregate ~~charge~~of onapproximately ~~our website as soon as reasonably practicable after such reports are filed with or furnished to the Securities and Exchange Commission ("SEC")~~56.2 million ~~You~~square ~~may~~feet ~~also read and copy any document filed at the public reference facilities~~ of ~~the SEC at 100 F Street, N~~GLA.~~E.,~~ ~~Washington,~~On ~~D.C.~~a ~~20549. Please~~combined call the SEC at (800) SEC-0330 for further information about the public reference facilities. These documents also may be accessed through the SEC's Interactive Data Electronic Application via the SEC's home page on the Internet (http://www.sec.gov). In additionbasis, ~~our~~as ~~Corporate Governance Guidelines, Code~~ of ~~Business~~June ~~Conduct and Ethics~~30, ~~Audit Committee Charter~~2014, ~~Compensation~~the ~~Committee~~Other ~~Charter~~Real ~~and~~Estate ~~Nominating/Corporate~~Partnerships ~~Governance~~owned ~~Committee~~63 ~~Charter,~~industrial ~~along~~properties ~~with~~containing ~~supplemental~~an ~~financial~~aggregate ~~and operating information prepared by us, are all available without charge on our website or upon request to us. Amendments to, or waivers from, our Code~~ of ~~Business~~approximately ~~Conduct and Ethics that apply to our executive officers or directors will also be posted to our website~~8.1 million Wesquare ~~also~~feet ~~post or otherwise make available on our website from time to time other information that may be~~ of ~~interest to our investors~~GLA. ~~Please direct requests as follows:~~

We maintain a website at www.firstindustrial.com. Information on this website shall not constitute part of this Form 10-Q. Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports are available without charge on our website as soon as reasonably practicable after such reports are filed with or furnished to the Securities and Exchange Commission ("SEC"). You may also read and copy any document filed at the public reference facilities of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information about the public reference facilities. These documents also may be accessed through the SEC’s Interactive Data Electronic Application via the SEC's home page on the Internet (http://www.sec.gov). In addition, our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation Committee Charter and Nominating/Corporate Governance Committee Charter, along with supplemental financial and operating information prepared by us, are all available without charge on our website or upon request to us. Amendments to, or waivers from, our Code of Business Conduct and Ethics that apply to our executive officers or directors will also be posted to our website. We also post or otherwise make available on our website from time to time other information that may be of interest to our investors. Please direct requests as follows:

First Industrial Realty Trust, Inc.

311 S. Wacker Drive, Suite 3900

Chicago, IL 60606

~~Attn~~Attention: Investor Relations

MANAGEMENT’'S OVERVIEW

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

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

Our revenue growth is also dependent, in part, on our ability to acquire existing, and acquire and develop new, additional industrial properties on favorable terms. The Consolidated Operating Partnership seeks to identify opportunities to acquire existing industrial properties on favorable terms, and, when conditions permit, also seeks to identify opportunities to acquire and develop new industrial properties on favorable terms. Existing properties, as they are acquired, and acquired and developed properties, as they are leased, generate revenue from rental income, tenant recoveries and fees, income from which, as discussed above, is a source of funds for our distributions. The acquisition and development of properties is impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The acquisition and development of properties also entails various risks, including the risk that our investments may not perform as expected. For example, acquired existing and acquired and developed new properties may not sustain and/or achieve anticipated occupancy and rental rate levels. With respect to acquired and developed new properties, we may not be

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

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

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

RESULTS OF OPERATIONS

The tables below summarize our operating results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013. The operating results include a break out of our revenues, property expenses and depreciation and other amortization by various categories for the three and ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013. Same store properties are properties owned prior to January 1, ~~2012~~2013 and held as an operating property through ~~September~~June 30, ~~2013~~2014 and developments and redevelopments that were placed in service prior to January 1, ~~2012~~2013 or were substantially completed for the 12 months prior to January 1, ~~2012~~2013. Properties which are at least 75% occupied at acquisition are placed in service. Acquisitions (that are less than 75% occupied at the date of acquisition), developments and redevelopments are placed in service as they reach the earlier of a) stabilized occupancy (generally defined as 90% occupied), or b) one year subsequent to acquisition or development/redevelopment construction completion. Properties are moved from the same store classification to the redevelopment classification when capital expenditures for a project are estimated to exceed 25% of the undepreciated gross book value of the property. Acquired properties are properties that were acquired subsequent to December 31, ~~2011~~2012 and held as an operating property through ~~September~~June 30, ~~2013~~2014. Sold properties are properties that were sold subsequent to December 31, ~~2011~~2012. (Re)Developments and land are land parcels and developments and redevelopments that were not: a) substantially complete 12 months prior to January 1, ~~2012~~2013 or b) stabilized prior to January 1, ~~2012~~2013. Other revenues are derived from the operations of our maintenance company, fees earned from our Joint Ventures and other miscellaneous revenues. Other expenses are derived from the operations of our maintenance company and other miscellaneous regional expenses.

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

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Comparison of ~~Nine~~Six Months Ended ~~September~~ June 30, ~~2013~~2014 to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2012~~2013

Our net income ~~(loss)~~ available to unitholders and participating securities was $56.8 million and $~~(14~~0.3) 6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013, respectively. Basic and diluted net income ~~(loss)~~ available to unitholders was $0.0506 per Unit and $(0.~~15)~~01 per Unit for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 and ~~2012~~2013, respectively.

For the six months ended June 30, 2014 and 2013, the average occupancy rates of our same store properties were 91.9% and 90.3%, respectively.

For the nine months ended September 30, 2013 and 2012, the average occupancy rates of our same store properties were 89.8% and 87.9%, respectively.



	Six Months Ended June 30,
	2014			2013			$ Change			% Change
	($ in 000’s)
REVENUES
Same Store Properties	$	147,531		$	142,312		$	5,219		3.7	%
Acquired Properties	2,380			—			2,380			—
Sold Properties	41			6,421			(6,380		)	(99.4	)%
(Re) Developments and Land, Not Included Above	1,143			389			754			193.8	%
Other	954			696			258			37.1	%
	$	152,049		$	149,818		$	2,231		1.5	%
Discontinued Operations	(315		)	(6,722		)	6,407			(95.3	)%
Total Revenues	$	151,734		$	143,096		$	8,638		6.0	%

Revenues from same store properties increased $5.2 million primarily due to an increase in occupancy, an increase in tenant recoveries and an increase in restoration fees, partially offset by an increase in the straight-line rent reserve for doubtful accounts. Revenues from acquired properties increased $2.4 million due to the five industrial properties acquired subsequent to December 31, 2012 totaling approximately 1.7 million square feet of GLA. Revenues from sold properties decreased $6.4 million due to the 67 industrial properties sold subsequent to December 31, 2012 totaling approximately 2.9 million square feet of GLA. Revenues from (re)developments and land increased $0.8 million primarily due to an increase in occupancy. Other revenues increased $0.3 million primarily due to an increase in maintenance company revenues and other one-time revenue transactions.

	Nine Months EndedSeptember 30,
	Six Months EndedJune 30,
	2013			2012			$ Change			% Change
	2014			2013			$ Change			% Change
	($ in 000’s)
REVENUES
PROPERTY EXPENSES
Same Store Properties	$	~~213~~46,~~868~~471		$	~~206~~42,~~307~~935		$	73,~~561~~536		38.72	%
Acquired Properties	1,~~681~~150			~~1,392~~8			~~289~~1,142			2014,275.80	%
Sold Properties	~~2,053~~72			112,~~076~~659			(92,~~023~~587		)	(8197.53	)%
(Re) Developments and Land, Not Included Above	~~4,785~~941			~~117~~288			~~4,668~~653			~~3,989~~226.7	%
Other	13,~~050~~857			24,~~153~~090			(~~1,103~~233		)	(515.27	)%
	$	~~223~~52,~~437~~491		$	~~221~~49,~~045~~980		$	2,~~392~~511		15.10	%
Discontinued Operations	~~(2,311~~156		)	(112,~~449~~756		)	92,~~138~~912			(79105.87	)%
Total Revenues	$	221,126		$	209,596		$	11,530		5.5	%
Total Property Expenses	$	52,647		$	47,224		$	5,423		11.5	%

~~Revenues~~Property ~~from~~expenses ~~same~~include ~~store~~real ~~properties~~estate ~~increased~~taxes, ~~$7.6~~repairs ~~million~~and ~~primarily~~maintenance, ~~due~~property tomanagement, ~~increases~~utilities, ininsurance ~~occupancy~~ and ~~tenant~~other ~~recoveries~~property related expenses. ~~Revenues~~Property expenses from ~~acquired~~same store properties increased $0.3 ~~million due to one 0~~.45 million ~~square~~primarily ~~foot~~due ~~property~~to ~~acquired~~higher insnow ~~February~~removal ~~2012~~costs inincurred ~~our~~during ~~Central~~the ~~Pennsylvania~~six ~~market.~~months ~~Revenues~~ended ~~from~~June ~~sold~~30, ~~properties~~2014 ~~decreased~~as ~~$9.0~~compared ~~million due~~ to the 44six ~~industrial~~months ~~properties~~ended ~~sold~~June ~~subsequent to December 31~~30, ~~2011~~2013 ~~totaling~~due ~~approximately~~to ~~5.6 million~~the ~~square~~harsh ~~feet~~2014 ~~of GLA~~winter. ~~Revenues~~Property expenses from ~~(re)developments~~acquired ~~and~~properties ~~land~~ increased $41.71 million due to anproperties ~~increase~~acquired insubsequent ~~occupancy~~to December 31, 2012. ~~Other~~Property ~~revenues~~expenses from sold properties decreased $12.16 million ~~primarily~~ due to ~~certain~~properties ~~one-time~~sold ~~revenue~~subsequent ~~transactions~~to ~~during~~December ~~the nine months ended September 30~~31, 2012,. asProperty ~~well~~expenses asfrom a(re)developments ~~decrease~~and inland ~~leasing~~increased ~~fees~~$0.7 ~~earned~~million ~~from~~primarily ~~our~~due ~~Joint~~to ~~Ventures~~an ~~and~~increase ~~a decrease~~ in ~~revenues~~real ~~from~~estate ~~the~~tax ~~operations~~expense ofrelated ~~our~~to ~~maintenance company for~~ the ~~nine~~substantial ~~months~~completion ~~ended~~of ~~September~~developments. ~~30,~~Other ~~2013,~~expenses asremained ~~compared~~relatively ~~to the nine months ended September 30, 2012~~unchanged.

	Nine Months EndedSeptember 30,
	2013			2012			$ Change			% Change
	($ in 000’s)
PROPERTY EXPENSES
Same Store Properties	$	64,993		$	60,587		$	4,406		7.3	%
Acquired Properties	589			305			284			93.1	%
Sold Properties	743			4,762			(4,019		)	(84.4	)%
(Re) Developments and Land, Not Included Above	1,272			362			910			251.4	%
Other	6,188			6,053			135			2.2	%
	$	73,785		$	72,069		$	1,716		2.4	%
Discontinued Operations	(871		)	(4,749		)	3,878			(81.7	)%
Total Property Expenses	$	72,914		$	67,320		$	5,594		8.3	%

Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties increased $4.4 million primarily due to an increase in real estate tax expense due to refunds received in 2012 relating to previous years and an increase in repairs and maintenance expense due to the higher snow removal costs incurred during the nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012 due to the mild 2012 winter. Property expenses from acquired properties increased $0.3 million due to properties acquired subsequent to December 31, 2011. Property expenses from sold properties decreased $4.0 million due to properties sold subsequent to December 31, 2011. Property expenses from (re)developments and land increased $0.9 million primarily due to an increase in real estate tax expense. Other expenses remained relatively unchanged.

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General and administrative expense ~~remained~~increased ~~relatively~~$0.8 ~~unchanged~~million, or 6.4%, during the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily due to an increase in incentive compensation, partially offset by a decrease in legal expense.

The impairment charges included in continuing operations for the nine months ended September 30, 2013 of $2.5 million are primarily due to marketing certain properties for sale and our assessment of the likelihood of a potential sale transaction. The impairment reversal included in continuing operations for the nine months ended September 30, 2012 of $0.1 million is primarily comprised of an impairment reversal relating to certain industrial properties that no longer qualified for held for sale classification.



	Six Months Ended June 30,
	2014			2013			$ Change			% Change
	($ in 000’s)
DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	$	48,534		$	47,962		$	572		1.2	%
Acquired Properties	1,947			43			1,904			4,427.9	%
Sold Properties	3			2,281			(2,278		)	(99.9	)%
(Re) Developments and Land, Not Included Above	732			177			555			313.6	%
Corporate Furniture, Fixtures and Equipment	251			372			(121		)	(32.5	)%
	$	51,467		$	50,835		$	632		1.2	%
Discontinued Operations	(122		)	(2,405		)	2,283			(94.9	)%
Total Depreciation and Other Amortization	$	51,345		$	48,430		$	2,915		6.0	%

	Nine Months EndedSeptember 30,
	2013			2012			$ Change			% Change
	($ in 000’s)
DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	$	73,218		$	76,851		$	(3,633	)	(4.7	)%
Acquired Properties	880			588			292			49.7	%
Sold Properties	661			3,566			(2,905		)	(81.5	)%
(Re) Developments and Land, Not Included Above	1,149			166			983			592.2	%
Corporate Furniture, Fixtures and Equipment	509			836			(327		)	(39.1	)%
	$	76,417		$	82,007		$	(5,590	)	(6.8	)%
Discontinued Operations	(746		)	(3,757		)	3,011			(80.1	)%
Total Depreciation and Other Amortization	$	75,671		$	78,250		$	(2,579	)	(3.3	)%

Depreciation and other amortization for same store properties remained relatively unchanged. Depreciation and other amortization from acquired properties increased $1.9 million due to properties acquired subsequent to December 31, 2012. Depreciation and other amortization from sold properties decreased $2.3 million due to properties sold subsequent to December 31, 2012. Depreciation and other amortization for (re)developments and land increased $0.6 million primarily due to an increase in developments that were placed in service. Corporate furniture, fixtures and equipment depreciation expense decreased $0.1 million due to assets becoming fully depreciated.

~~Depreciation~~Interest ~~and~~income ~~other~~increased ~~amortization~~$0.2 ~~for~~million, ~~same~~or ~~store properties decreased $3~~17.61%, ~~million~~primarily due to ~~certain~~the ~~intangible~~receipt ~~assets~~of ~~related~~a toprepayment ~~acquisitions~~penalty of ~~real~~$0.3 ~~estate~~million ~~becoming~~related ~~fully~~to ~~depreciated~~a asnote ~~well~~receivable asthat anwas ~~adjustment~~paid ~~recorded~~off early during the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, topartially ~~decrease~~offset ~~depreciation~~by ~~and~~a ~~amortization~~decrease ~~expense which should have been recorded~~ in ~~previous~~the ~~periods.~~weighted ~~Depreciation~~average ~~and~~note ~~other~~receivable ~~amortization~~balance ~~from~~outstanding ~~acquired~~for ~~properties~~the ~~increased~~six ~~$0.3~~months ~~million~~ended ~~due~~June ~~to properties acquired subsequent to December 31~~30, ~~2011.~~2014 ~~Depreciation~~as ~~and~~compared ~~other amortization from sold properties decreased $2.9 million due~~ to ~~properties~~the ~~sold~~six ~~subsequent~~months toended ~~December 31,~~June ~~2011. Depreciation and other amortization for (re)developments and land increased $1.0 million primarily due to an increase in substantial completion of developments. Corporate furniture~~30, ~~fixtures and equipment depreciation expense decreased $0~~2013.3 ~~million due to assets becoming fully depreciated.~~

Interest ~~income~~expense ~~decreased~~increased $0.54 million, or 211.62%, primarily due to aan ~~decrease~~increase in the weighted average ~~note~~debt ~~receivable~~ balance outstanding for the ~~nine~~six months ended ~~September~~ June 30, 2014 ($1,278.0 million) as compared to the six months ended June 30, 2013 ($1,215.7 million) and a decrease in capitalized interest of $0.9 million for the six months ended June 30, 2014 as compared to the ~~nine~~six months ended ~~September~~ June 30, ~~2012~~2013 due to a decrease in development activities, offset by a decrease in the weighted average interest rate for the six months ended June 30, 2014 (5.69%) as compared to the six months ended June 30, 2013 (6.06%).

Interest expense for the nine months ended September 30, 2013 and 2012, respectively, decreased $7.7 million, or 12.9%, primarily due to a decrease in the weighted average debt balance outstanding for the nine months ended September 30, 2013 ($1,228.6 million) as compared to the nine months ended September 30, 2012 ($1,359.9 million), an increase in capitalized interest of $1.3 million for the nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012 due to an increase in development activities, and a decrease in the weighted average interest rate for the nine months ended September 30, 2013 (5.91%) as compared to the nine months ended September 30, 2012 (5.97%).

Amortization of deferred financing costs remained relatively unchanged.

In October 2008, we entered into an interest rate swap agreement (the "Series F Agreement") to mitigate our exposure to floating interest rates related to the coupon reset of our Series F Flexible Cumulative Preferred Units (the "Series F Preferred Units"). The Series F Agreement ~~has~~had a notional value of $50.0 million. ~~The~~and ~~Series~~fixed ~~F Agreement fixes~~ the 30 year Treasury constant maturity treasury rate at 5.2175%. We recorded $0.1 05 million in mark-to-market net gain, inclusive of $0.86 million in swap payments, for the ~~nine~~six months ended ~~September~~June 30, 2013~~, as compared to $0~~.~~3 million~~ ~~in mark-to-market net loss, inclusive of $0.9 million in swap payments, for the nine months ended September 30, 2012.~~ The Series F Agreement matured on October 1, 2013.

For the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, we recognized a ~~net~~ loss from retirement of debt of $6.0.5 million due to the ~~partial repurchase of certain series of our senior unsecured notes, the~~ early payoff of certain mortgage loans ~~and the write-off of certain unamortized loan fees associated with the amendment of our revolving line of credit~~. For the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013, we recognized a ~~net~~ loss from retirement of debt of $65.64 million due to the partial repurchase of certain series of our senior unsecured notes and the early payoff of certain mortgage loans.

27Equity in income of other real estate partnerships increased $1.0 million, or 22.7%, during the six months ended June 30, 2014 as compared to the six months ended June 30, 2013 primarily due to an increase in gain on sale of real estate and a decrease in loss from retirement of debt related to the properties within the Other Real Estate Partnerships for the six months ended June 30, 2014 as compared to June 30, 2013.

Equity in income of joint ventures increased $3.5 million during the six months ended June 30, 2014 as compared to the six months ended June 30, 2013 primarily due to an increase in our pro rata share of gain and earn outs from the sales of industrial properties from the 2003 Net Lease Joint Venture.

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~~Equity~~The in income oftax ~~other~~provision ~~real~~remained ~~estate~~relatively ~~partnerships increased $3~~unchanged.~~6 million, or 65.4%, during the nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012 primarily due to an increase in gain on sale of real estate.~~

The following table summarizes certain information regarding the industrial properties included in discontinued operations for the six months ended June 30, 2014 and 2013.

Equity in income of joint ventures remained relatively unchanged.



	Six Months Ended June 30,
	2014			2013
	($ in 000’s)
Total Revenues	$	315		$	6,722
Property Expenses	156			(2,756		)
Impairment of Real Estate	—			(1,605		)
Depreciation and Other Amortization	(122		)	(2,405		)
Gain on Sale of Real Estate	714			10,407
Income from Discontinued Operations	$	1,063		$	10,363

~~For~~Income from discontinued operations for the ~~nine~~six months ended ~~September~~June 30, ~~2012,~~2014 wereflects ~~recognized~~the ~~$0.8~~results ~~million~~ of operations and gain on ~~change~~sale ~~in control~~ of ~~interests~~real ~~related~~estate relating to ~~the~~two ~~acquisition~~industrial ofproperties ~~the~~that ~~85%~~were ~~equity~~sold ~~interest~~during inthe ~~one~~six ~~property~~months ~~from~~ended ~~the~~June ~~institutional~~30, ~~investor~~2014 inand the ~~2003~~results ~~Net~~of ~~Lease~~operations ~~Joint Venture. The $0.8 million~~ of ~~gain~~two ~~represents~~industrial ~~the~~properties ~~difference~~that ~~between~~were ~~our~~identified ~~carrying~~as ~~value~~held ~~and~~for ~~fair~~sale ~~value~~at ofJune ~~our~~30, ~~equity interest on the acquisition date~~2014.

~~The~~Income ~~income~~from ~~tax~~discontinued ~~provision~~operations ~~decreased~~for ~~$5.3~~the ~~million~~six ormonths ~~99.9%~~ended June 30, 2013 reflects the net gain on sale of real estate relating to 12 industrial properties that were sold during the ~~nine~~six months ended ~~September~~June 30, 2013, ~~compared~~the toresults of operations of 65 industrial properties that were sold during the ~~nine~~year ended December 31, 2013, the results of operations of two industrial properties that were sold during the six months ended ~~September~~June 30, ~~2012~~2014 ~~primarily~~and ~~due~~the toresults aof ~~one-time~~operations ~~IRS~~of ~~audit~~the ~~adjustment~~two ~~related~~industrial toproperties ~~the~~identified ~~2009~~as ~~liquidation~~held offor asale ~~former~~at ~~taxable~~June ~~REIT~~30, ~~subsidiary~~2014. ~~that~~The ~~was~~impairment ~~recorded~~loss ~~during~~for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013 of $1.6 million primarily relates to an impairment charge recorded due to carrying values of certain properties exceeding the estimated fair value based upon a third party purchase contract for properties held for sale during 2013.

The ~~following~~$0.3 ~~table~~million ~~summarizes~~gain ~~certain~~on ~~information~~sale ~~regarding~~of ~~the~~real ~~industrial~~estate ~~properties included in discontinued operations~~ for the ~~nine~~six months ended ~~September~~June 30, 2013 ~~and~~resulted ~~2012~~from the sale of two land parcels that did not meet the criteria for inclusion in discontinued operations.

	Nine Months EndedSeptember 30,
	2013			2012
	($ in 000’s)
Total Revenues	$	2,311		$	11,449
Property Expenses	(871		)	(4,749		)
Impairment of Real Estate	(176		)	(1,186		)
Depreciation and Amortization	(746		)	(3,757		)
Gain on Sale of Real Estate	14,020			12,084
Income from Discontinued Operations	$	14,538		$	13,841

Comparison of Three Months Ended June 30, 2014 to Three Months Ended June 30, 2013

~~Income~~Our ~~from~~net ~~discontinued~~income ~~operations~~available ~~for~~to ~~the~~unitholders ~~nine~~and ~~months~~participating ~~ended~~securities ~~September~~was ~~30,~~$4.2 ~~2013~~million ~~reflects the results of operations~~ and ~~gain~~$5.6 onmillion ~~sale~~for ~~of real estate relating to 18 industrial properties that were sold during~~ the ~~nine~~three months ended ~~September~~June 30, ~~2013~~2014 and ~~the~~2013, ~~results~~respectively. ofBasic ~~operations~~and ofdiluted ~~one~~net ~~industrial~~income ~~property~~available ~~that~~to unitholders was ~~identified~~$0.04 asper ~~held~~Unit ~~for~~and ~~sale at September 30, 2013~~$0.05 ~~The~~per ~~impairment~~Unit ~~loss~~ for the ~~nine~~three months ended ~~September~~June 30, ~~2013~~2014 ofand $0.2 million primarily relates to an impairment charge recorded due to the carrying value of a certain property exceeding the estimated fair value based upon a third party purchase contract for a property held for sale during 2013, respectively.

For the three months ended June 30, 2014 and 2013, the average occupancy rates of our same store properties were 91.8% and 90.5%, respectively.

Income from discontinued operations for the nine months ended September 30, 2012 reflects the gain on sale of real estate relating to 23 industrial properties that were sold during the nine months ended September 30, 2012, the results of operations of 26 industrial properties that were sold during the year ended December 31, 2012, the results of operations of 18 industrial properties that were sold during the nine months ended September 30, 2013 and the results of operations of the one industrial property identified as held for sale at September 30, 2013. The impairment loss for the nine months ended September 30, 2012 of $1.2 million primarily relates to an impairment charge recorded due to carrying values of certain properties exceeding the estimated fair values based upon third party purchase contracts for properties held for sale during 2012.



	Three Months Ended June 30,
	2014			2013			$ Change			% Change
	($ in 000’s)
REVENUES
Same Store Properties	$	73,930		$	71,617		$	2,313		3.2	%
Acquired Properties	1,300			—			1,300			—
Sold Properties	3			3,025			(3,022		)	(99.9	)%
(Re) Developments and Land, Not Included Above	579			336			243			72.3	%
Other	484			363			121			33.3	%
	$	76,296		$	75,341		$	955		1.3	%
Discontinued Operations	(154		)	(3,181		)	3,027			(95.2	)%
Total Revenues	$	76,142		$	72,160		$	3,982		5.5	%

~~The~~Revenues ~~$0.5~~from ~~million~~same ~~and~~store properties increased $32.83 million ~~gain~~primarily ondue ~~sale~~to ofan ~~real~~increase ~~estate~~in ~~for~~occupancy ~~the~~as ~~nine~~well ~~months~~as ~~ended~~an ~~September~~increase ~~30,~~in ~~2013~~restoration ~~and~~fees. ~~2012,~~Revenues ~~respectively,~~from ~~resulted~~acquired ~~from~~properties increased $1.3 million due to the ~~sale~~five ofindustrial ~~several~~properties ~~land~~acquired ~~parcels~~subsequent ~~that~~to ~~did~~December ~~not~~31, ~~meet~~2012 ~~the~~totaling ~~criteria~~approximately ~~for~~1.7 ~~inclusion~~million insquare ~~discontinued~~feet ~~operations~~of GLA. Revenues from sold

~~Comparison of Three Months Ended September 30, 2013 to Three Months Ended September 30, 2012~~24

Our net income available to unitholders and participating securities was $5.2 million and $4.5 million for the three months ended September 30, 2013 and 2012, respectively. Basic and diluted net income available to unitholders was $0.04 per per Unit for the three months ended September 30, 2013 and 2012.

For the three months ended September 30, 2013 and 2012, the average occupancy rates of our same store properties were 90.1% and 87.7%, respectively.

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properties decreased $3.0 million due to the 67 industrial properties sold subsequent to December 31, 2012 totaling approximately 2.9 million square feet of GLA. Revenues from (re)developments and land increased $0.2 million due to an increase in occupancy. Other revenues increased $0.1 million primarily due to an increase in maintenance company revenues.

	Three Months EndedSeptember 30,
	Three Months EndedJune 30,
	2013			2012			$ Change			% Change
	2014			2013			$ Change			% Change
	($ in 000’s)
REVENUES
PROPERTY EXPENSES
Same Store Properties	$	7021,~~838~~666		$	6721,~~894~~310		$	~~2,944~~356		41.37	%
Acquired Properties	~~555~~567			~~560~~8			(5559		)	(06,987.95	)%
Sold Properties	7232			31,~~056~~238			(21,~~984~~206		)	(97.64	)%
(Re) Developments and Land, Not Included Above	~~1,800~~380			5230			~~1,795~~150			~~35,900~~65.02	%
Other	~~354~~1,968			~~776~~2,196			(~~422~~228		)	(5410.4	)%
	$	7324,~~619~~613		$	7224,~~291~~982		$	~~1,328~~(369	)	(1.85	)%
Discontinued Operations	~~(116~~161		)	(31,~~081~~309		)	21,~~965~~470			(96112.23	)%
Total Revenues	$	73,503		$	69,210		$	4,293		6.2	%
Total Property Expenses	$	24,774		$	23,673		$	1,101		4.7	%

~~Revenues~~Property ~~from~~expenses ~~same~~include ~~store~~real ~~properties~~estate ~~increased~~taxes, ~~$2.9~~repairs ~~million~~and ~~primarily~~maintenance, ~~due~~property tomanagement, ~~increases~~utilities, ininsurance ~~occupancy~~ and ~~tenant~~other ~~recoveries~~property related expenses. ~~Revenues~~Property expenses from ~~acquired~~same store properties remained relatively unchanged. ~~Revenues~~Property expenses from ~~sold~~acquired properties ~~decreased~~increased $3.0.6 million due to ~~the 44 industrial~~ properties ~~sold~~acquired subsequent to December 31, ~~2011 totaling approximately 5~~2012.~~6 million~~ ~~square~~Property ~~feet~~expenses ~~of GLA. Revenues~~ from ~~(re)developments~~sold ~~and~~properties ~~land~~decreased ~~increased~~ $1.82 million due to anproperties ~~increase~~sold insubsequent ~~occupancy.~~to ~~Other~~December ~~revenues~~31, ~~decreased $0~~2012.4 ~~million~~Property ~~primarily~~expenses ~~related~~from to(re)developments aand ~~decrease~~land inincreased ~~leasing~~$0.2 ~~fees~~million ~~earned~~primarily ~~from~~due ~~our~~to ~~Joint~~an ~~Ventures~~increase ~~and a decrease~~ in ~~revenues~~real ~~from~~estate ~~the~~tax ~~operations~~expense ofrelated ~~our~~to ~~maintenance company for~~ the ~~three~~substantial ~~months~~completion ~~ended~~of ~~September~~developments. ~~30,~~Other ~~2013,~~expenses asremained ~~compared~~relatively ~~to the three months ended September 30, 2012~~unchanged.

	Three Months EndedSeptember 30,
	2013			2012			$ Change			% Change
	($ in 000’s)
PROPERTY EXPENSES
Same Store Properties	$	21,052		$	19,222		$	1,830		9.5	%
Acquired Properties	291			129			162			125.6	%
Sold Properties	(101		)	1,366			(1,467		)	(107.4	)%
(Re) Developments and Land, Not Included Above	466			69			397			575.4	%
Other	2,097			2,274			(177		)	(7.8	)%
	$	23,805		$	23,060		$	745		3.2	%
Discontinued Operations	58			(1,241		)	1,299			(104.7	)%
Total Property Expenses	$	23,863		$	21,819		$	2,044		9.4	%

General and administrative expense increased $1.7 million, or 31.2%, during the three months ended June 30, 2014 compared to the three months ended June 30, 2013 primarily due to an increase in incentive compensation, including the acceleration of expense recorded during the three months ended June 30, 2014 related to restricted stock issued to the Company’s CEO. The acceleration of expense is based on the terms of his employment agreement.

Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties increased $1.8 million primarily due to an increase in real estate expense due to refunds received in 2012 as well as lowered reassessments during 2012 of certain properties. Property expenses from acquired properties increased $0.2 million due to properties acquired subsequent to December 31, 2011. Property expenses from sold properties decreased $1.5 million due to properties sold subsequent to December 31, 2011. Property expenses from (re)developments and land increased $0.4 million primarily due to an increase in real estate tax expense. Other expenses remained relatively unchanged.



	Three Months Ended June 30,
	2014			2013			$ Change			% Change
	($ in 000’s)
DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	$	23,894		$	24,903		$	(1,009	)	(4.1	)%
Acquired Properties	1,047			43			1,004			2,334.9	%
Sold Properties	—			1,025			(1,025		)	(100.0	)%
(Re) Developments and Land, Not Included Above	410			125			285			228.0	%
Corporate Furniture, Fixtures and Equipment	129			164			(35		)	(21.3	)%
	$	25,480		$	26,260		$	(780	)	(3.0	)%
Discontinued Operations	(59		)	(1,085		)	1,026			(94.6	)%
Total Depreciation and Other Amortization	$	25,421		$	25,175		$	246		1.0	%

~~General~~Depreciation and ~~administrative~~other amortization for same store properties remained relatively unchanged. Depreciation and other amortization from acquired properties increased $1.0 million due to properties acquired subsequent to December 31, 2012. Depreciation and other amortization from sold properties decreased $1.0 million due to properties sold subsequent to December 31, 2012. Depreciation and other amortization for (re)developments and land increased $0.3 million primarily due to an increase in developments that were placed in service. Corporate furniture, fixtures and equipment depreciation expense remained relatively unchanged.

~~The~~Interest ~~impairment~~income ~~charge~~increased ~~included~~$0.1 inmillion, ~~continuing~~or ~~operations~~11.1%, ~~for~~primarily due to the receipt of a prepayment penalty of $0.3 million related to a note receivable that was paid off early during the three months ended ~~September~~June 30, ~~2013~~2014, ofpartially ~~$1.0~~offset ~~million~~by isa ~~primarily~~decrease ~~due~~in tothe ~~marketing~~weighted aaverage ~~certain~~note ~~property~~receivable balance outstanding for ~~sale~~the ~~and~~three ~~our~~months ~~assessment~~ended ofJune 30, 2014 as compared to the ~~likelihood~~three ofmonths aended ~~potential~~June ~~sale~~30, ~~transaction~~2013.

2925

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	Three Months EndedSeptember 30,
	2013			2012			$ Change			% Change
	($ in 000’s)
DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	$	24,564		$	24,701		$	(137	)	(0.6	)%
Acquired Properties	395			220			175			79.5	%
Sold Properties	31			952			(921		)	(96.7	)%
(Re) Developments and Land, Not Included Above	455			56			399			712.5	%
Corporate Furniture, Fixtures and Equipment	137			258			(121		)	(46.9	)%
	$	25,582		$	26,187		$	(605	)	(2.3	)%
Discontinued Operations	(49		)	(986		)	937			(95.0	)%
Total Depreciation and Other Amortization	$	25,533		$	25,201		$	332		1.3	%

Interest expense increased $0.3 million, or 1.9%, primarily due to an increase in the weighted average debt balance outstanding for the three months ended June 30, 2014 ($1,301.3 million) as compared to the three months ended June 30, 2013 ($1,214.4 million) and a decrease in capitalized interest of $0.5 million for the three months ended June 30, 2014 as compared to the three months ended June 30, 2013 due to a decrease in development activities, offset by a decrease in the weighted average interest rate for the three months ended June 30, 2014 (5.54%) as compared to the three months ended June 30, 2013 (6.00%).

~~Depreciation~~Amortization ~~and~~of ~~other~~deferred ~~amortization~~financing ~~for~~costs ~~same store properties~~ remained relatively unchanged. Depreciation and other amortization from acquired properties increased $0.2 million due to properties acquired subsequent to December 31, 2011. Depreciation and other amortization from sold properties decreased $0.9 million due to properties sold subsequent to December 31, 2011. Depreciation and other amortization for (re)developments and land increased $0.4 million primarily due to an increase in substantial completion of developments. Corporate furniture, fixtures and equipment depreciation expense decreased $0.1 million due to assets becoming fully depreciated.

~~Interest~~We ~~income~~recorded ~~remained~~$0.06 ~~relatively~~million ~~unchanged~~in mark-to-market net gain, inclusive of $0.3 million in swap payments, for the three months ended June 30, 2013 related to the Series F Agreement.

~~Interest~~For ~~expense for~~ the three months ended ~~September~~June 30, ~~2013 and 2012~~2014, ~~respectively,~~we ~~decreased~~recognized ~~$1.7 million, or 9.3%, primarily due to~~ a ~~decrease~~loss infrom ~~the~~retirement ~~weighted~~of ~~average~~ debt ~~balance~~of ~~outstanding for the three months ended September 30, 2013 (~~$~~1,254.~~0.5 million) asdue ~~compared~~ to the ~~three~~early ~~months~~payoff ~~ended~~of ~~September~~certain ~~30,~~mortgage ~~2012 ($1,320~~loans.7 ~~million),~~For ~~an increase in capitalized interest of $0.1 million for~~ the three months ended ~~September~~June 30, 2013, aswe ~~compared~~recognized toa ~~the~~loss ~~three~~from ~~months~~retirement ~~ended~~of ~~September~~debt ~~30,~~of ~~2012~~$4.2 million due to ~~an increase in development activities, and a decrease in~~ the ~~weighted~~partial ~~average~~repurchase ~~interest~~of ~~rate~~certain ~~for~~series ~~the~~of ~~three~~our ~~months~~senior ~~ended~~unsecured ~~September~~notes ~~30,~~and ~~2013 (5.61%) as compared to~~ the ~~three~~early ~~months~~payoff ~~ended~~of ~~September~~certain ~~30,~~mortgage ~~2012 (5~~loans.~~83%).~~

~~Amortization~~Equity ~~of deferred financing costs decreased $0.1 million, or 9.7%, due to lower deferred financing costs due to the amendment to our credit facility~~ in ~~July~~income ~~2013 and the write off~~ of ~~financing~~other ~~costs~~real ~~related~~estate topartnerships ~~the~~remained ~~early~~relatively ~~retirement of certain mortgage loans and the repurchase and retirement of certain senior unsecured notes, offset by the costs associated with the origination of mortgage financings during 2012~~unchanged.

WeEquity ~~recorded~~in noincome ~~mark-to-market~~of ~~net~~joint ~~gain,~~ventures asincreased ~~the~~$0.5 ~~mark-to-market~~million ~~net~~during ~~gain~~the ~~was~~three ~~offset~~months byended ~~$0.2~~June ~~million~~30, in2014 ~~swap~~as ~~payments,~~compared ~~for~~to the three months ended ~~September~~June 30, 2013, asprimarily ~~compared~~due to ~~$0.03 million~~an increase in ~~mark-to-market~~our ~~net~~pro ~~loss,~~rata ~~inclusive~~share of ~~$0.3~~gain ~~million~~and inearn ~~swap~~outs ~~payments,~~from ~~for~~ the ~~three~~sales ~~months~~of ~~ended~~industrial ~~September~~properties ~~30,~~from ~~2012~~the 2003 Net Lease Joint Venture.

For the three months ended September 30, 2013, we recognized a net loss from retirement of debt of $0.7 million due to the partial repurchase of certain series of our senior unsecured notes, the early payoff of certain mortgage loans and the write-off of certain unamortized loan fees associated with the amendment of our revolving line of credit. For the three months ended September 30, 2012, we recognized a net loss from retirement of debt of $0.4 million due to the partial repurchase of certain series of our senior unsecured notes.

Equity in income of other real estate partnerships increased $2.6 million, or 133.6%, during the three months ended September 30, 2013 as compared to the three months ended September 30, 2012 primarily due to an increase in gain on sale of real estate.

Equity in income of joint ventures remained relatively unchanged.

The income tax provision remained relatively unchanged.

The following table summarizes certain information regarding the industrial properties included in discontinued operations for the three months ended June 30, 2014 and 2013.



	Three Months Ended June 30,
	2014			2013
	($ in 000’s)
Total Revenues	$	154		$	3,181
Property Expenses	161			(1,309		)
Impairment of Real Estate	—			(1,605		)
Depreciation and Other Amortization	(59		)	(1,085		)
Gain on Sale of Real Estate	282			13,481
Income from Discontinued Operations	$	538		$	12,663

Income from discontinued operations for the three months ended June 30, 2014 reflects the results of operations and gain on sale of real estate relating to one industrial property that was sold during the three months ended June 30, 2014 and the results of operations of two industrial properties that were identified as held for sale at June 30, 2014.

Income from discontinued operations for the three months ended June 30, 2013 reflects the net gain on sale of real estate relating to eight industrial properties that were sold during the three months ended June 30, 2013, the results of operations of 65 industrial properties that were sold during the year ended December 31, 2013, the results of operations of two industrial properties that were sold during the six months ended June 30, 2014 and the results of operations of the two industrial properties identified as held for sale at June 30, 2014. The impairment loss for the three months ended June 30, 2013 of $1.6 million primarily relates to an impairment charge recorded due to carrying values of certain properties exceeding the estimated fair value based upon a third party purchase contract for properties held for sale during 2013.

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The following table summarizes certain information regarding the industrial properties included in discontinued operations for the three months ended September 30, 2013 and 2012.

	Three Months EndedSeptember 30,
	2013			2012
	($ in 000’s)
Total Revenues	$	116		$	3,081
Property Expenses	58			(1,241		)
Depreciation and Amortization	(49		)	(986		)
Gain on Sale of Real Estate	3,613			4,470
Income from Discontinued Operations	$	3,738		$	5,324

Income from discontinued operations for the three months ended September 30, 2013 reflects the results of operations and gain on sale of real estate relating to six industrial properties that were sold during the three months ended September 30, 2013 and the results of operations of one industrial property that was identified as held for sale at September 30, 2013.

Income from discontinued operations for the three months ended September 30, 2012 reflects the gain on sale of real estate relating to 17 industrial properties that were sold during the three months ended September 30, 2012, the results of operations of 26 industrial properties that were sold during the year ended December 31, 2012, the results of operations of 18 industrial properties that were sold during the nine months ended September 30, 2013 and the results of operations of the one industrial property identified as held for sale at September 30, 2013.

The $0.2 million and $3.8 million gain on sale of real estate for the three months ended September 30, 2013 and 2012, resulted from the sale of several land parcels that did not meet the criteria for inclusion in discontinued operations.

LEASING ACTIVITY

The following table provides a summary of our leasing activity for the three and six months ended June 30, 2014. The table does not include month-to-month leases or leases with terms less than twelve months.

The following table provides a summary of our leasing activity for the three and nine months ended September 30, 2013. The table does not include month to month leases or leases with terms less than twelve months. New leases where there were no prior comparable leases, due to extended downtime or materially different lease structures, are also excluded.



	Number of Leases Signed	Square Feet Signed (in 000’s)	Average GAAP Rent Per Square Foot (1)		GAAP Basis Rent Growth (2)		Weighted Average Lease Term (3)	Turnover Costs Per Square Foot (4)		Weighted Average Retention (5)
New Leases - Second Quarter 2014	60	1,071	$	4.60	5.4	%	6.2	$	4.83	N/A
Renewal Leases - Second Quarter 2014	71	1,386	$	4.28	11.0	%	4.7	$	1.78	71.1	%
Development Leases - Second Quarter 2014	3	329	$	3.81	N/A		9.6	N/A		N/A
Second Quarter 2014 - Total / Weighted Average	134	2,786	$	4.34	8.4	%	5.9	$	3.10	71.1	%

New Leases - Year to Date 2014	108	1,876	$	4.38	2.7	%	5.8	$	4.55	N/A
Renewal Leases - Year to Date 2014	165	3,500	$	4.89	11.5	%	4.4	$	1.56	65.6	%
Development Leases - Year to Date 2014	6	360	$	4.05	N/A		9.4	N/A		N/A
Year to Date 2014 - Total / Weighted Average	279	5,736	$	4.67	8.5	%	5.2	$	2.57	65.6	%

	Number ofLeasesSigned	Square FeetSigned(in 000’s)	Net EffectiveRent PerSquare Foot (1)		GAAP BasisRent Growth (2)		WeightedAverage LeaseTerm (3)	Turnover CostsPer SquareFoot (4)		WeightedAverageRetention (5)
New Leases - Third Quarter 2013	59	813	$	4.64	(9.7	)%	4.4	$	6.24	N/A
Renewal Leases - Third Quarter 2013	79	1,640	$	3.71	10.4	%	4.0	$	1.21	67.6	%
Third Quarter 2013 - Total / Weighted Average	138	2,453	$	4.02	1.7	%	4.1	$	2.87	67.6	%
New Leases - Year to Date 2013	161	2,188	$	4.51	(7.0	)%	5.3	$	6.61	N/A
Renewal Leases - Year to Date 2013	288	5,736	$	4.17	8.6	%	3.6	$	1.22	73.9	%
Year to Date 2013 - Total / Weighted Average	449	7,924	$	4.26	3.5	%	4.1	$	2.71	73.9	%

_______________

(1) ~~Net~~Average ~~effective~~GAAP rent is the average ~~net~~ rent calculated in accordance with GAAP, over the term of the lease.

(2) GAAP basis rent growth is a ratio of the change in net effective rent (on a GAAP basis, including straight-line rent adjustments as required by GAAP) compared to the net effective rent (on a GAAP basis) of the comparable lease. New leases where there were no prior comparable leases are excluded.

(3) The lease term is expressed in years. Assumes no exercise of lease renewal ~~option~~options, if any.


(4)	Turnover costs are comprised of the costs incurred or capitalized for improvements of vacant and renewal spaces, as well as the commissions paid and costs capitalized for leasing transactions. Turnover costs per square foot represent the total turnover costs expected to be incurred on the leases signed during the period and do not reflect actual expenditures for the period.

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(5)	Represents the weighted average square feet of tenants renewing their respective leases.

During the three and ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014, we signed 4644 and ~~113~~83 new leases, ~~respectively,~~ with free rent periods during the lease term on 01.7 2 million and 1.7 9 million square feet of GLA, respectively. Total free rent concessions ~~are~~of $1.16 million and $2.53 million, respectively, are associated with these new leases. Additionally, during the three and ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014, we signed 124 and 5311 renewal leases, ~~respectively,~~ with free rent periods during the lease term on 0.204 million and 10.1 3 million square feet of GLA, respectively. Total concessions ~~are~~of $0.303 million and $1.0.4 million, respectively, are associated with these renewal leases.

LIQUIDITY AND CAPITAL RESOURCES

At ~~September~~June 30, ~~2013~~2014, our cash and cash equivalents were approximately $64.1 million. We also had $~~454~~438.0 million available for additional borrowings under our Unsecured Credit Facility~~, subject to certain restrictions~~.

We have considered our short-term (through ~~September~~June 30, ~~2014~~2015) liquidity needs and the adequacy of our estimated cash flow from operations and other expected liquidity sources to meet these needs. ~~Our~~We ~~2014 Notes, in the aggregate principal amount of $81.8 million, are due June 2, 2014. Additionally, we~~ have $2124.81 million in mortgage loans payable outstanding at ~~September~~June 30, ~~2013~~2014 that ~~have~~mature ~~maturities~~or we anticipate prepaying prior to ~~September~~June 30, ~~2014~~2015. We expect to satisfy ~~the~~these payment obligations ~~on the 2014 Notes and the mortgage loans payable due~~ prior to ~~September~~June 30, ~~2014~~2015 with borrowings onunder our Unsecured Credit Facility. With the exception of ~~the~~these ~~2014~~payment ~~Notes and the $21.8 million of mortgage loans payable~~obligations, we believe that our principal short-term liquidity needs are to fund normal recurring expenses, property acquisitions, developments, renovations, expansions and other nonrecurring capital improvements, debt service requirements, ~~preferred distributions,~~ the minimum distributions required to maintain the Company’s REIT qualification under the Code and distributions approved by the Company'’s Board of Directors. We anticipate that these needs will be met with cash flows provided by operating activities as well as the disposition of select assets. These needs may also be met by the issuance of additional Units or long-term unsecured indebtedness, subject to market conditions and contractual restrictions or borrowings under our Unsecured Credit Facility.

We expect to meet long-term (after September 30, 2014) liquidity requirements such as property acquisitions, developments, scheduled debt maturities, major renovations, expansions and other nonrecurring capital improvements through the disposition of select assets, long-term unsecured and secured indebtedness and the issuance of additional Units and preferred Units, subject to market conditions.27

We also financed the development or acquisition of additional properties through borrowings under our Unsecured Credit Facility and may finance the development or acquisition of additional properties through such borrowings, to the extent capacity is available, in the future. At September 30, 2013, borrowings under our Unsecured Credit Facility bore interest at a weighted average interest rate of 1.631%. As of November 1, 2013, we had approximately $370.0 million available for additional borrowings under our Unsecured Credit Facility, subject to certain restrictions. Our Unsecured Credit Facility contains certain financial covenants including limitations on incurrence of debt and debt service coverage. Our access to borrowings may be limited if we fail to meet any of these covenants. We believe that we were in compliance with our financial covenants as of September 30, 2013, and we anticipate that we will be able to operate in compliance with our financial covenants for the remainder of 2013.

Our senior unsecured notes have been assigned credit ratings from Standard & Poor’s, Moody’s and Fitch Ratings of BB+/Ba2/BB, respectively. In the event of a downgrade, we believe we would continue to have access to sufficient capital; however, our cost of borrowing would increase and our ability to access certain financial markets may be limited.

Nine Months Ended September 30, 2013

Net cash provided by operating activities of approximately $79.3 million for the nine months ended September 30, 2013, was comprised primarily of the non-cash adjustments of approximately $78.0 million and net income of approximately $19.0 million, offset by the net change in operating assets and liabilities of approximately $13.2 million and payments of premiums, discounts and prepayment penalties associated with retirement of debt of approximately $4.5 million. The adjustments for the non-cash items of approximately $78.0 million are primarily comprised of depreciation and amortization of approximately $86.2 million, the loss from retirement of debt of approximately $6.0 million, the impairment of real estate of approximately $2.7 million and the provision for bad debt of approximately $0.7 million, offset by the gain on sale of real estate of approximately $14.5 million, the effect of the straight-lining of rental income of approximately $3.0 million and equity in income of our Joint Ventures of $0.1 million.

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~~Net~~We ~~cash~~expect ~~used~~to inmeet ~~investing~~long-term ~~activities~~(after ofJune ~~approximately~~30, ~~$68.7~~2015) ~~million~~liquidity ~~for~~requirements ~~the~~such ~~nine~~as ~~months~~property ~~ended September 30~~acquisitions, ~~2013~~developments, ~~was~~scheduled ~~comprised~~debt ~~primarily~~maturities, ofmajor ~~investments in and advances to the Other Real Estate Partnerships~~renovations, ~~the~~expansions ~~acquisition of one industrial property~~ and ~~several~~other ~~land~~nonrecurring ~~parcels, the development of real estate,~~ capital ~~expenditures~~improvements ~~related~~through to the ~~improvement~~disposition of ~~existing~~select ~~real estate~~assets, ~~payments~~long-term ~~related~~unsecured toand ~~leasing~~secured ~~activities~~indebtedness and ~~an increase in escrows, offset by~~ the ~~net~~issuance ~~proceeds from the sale~~ of ~~real~~additional ~~estate,~~Units ~~distributions from the Other Real Estate Partnerships in excess of equity in income~~ and ~~the~~preferred ~~repayments~~Units, onsubject ~~our~~to ~~notes~~market ~~receivable~~conditions.

~~During~~We also financed the ~~nine~~development ~~months~~and ~~ended~~acquisition ~~September~~of additional properties through borrowings under our Unsecured Credit Facility and may finance the development or acquisition of additional properties through such borrowings, to the extent capacity is available, in the future. At June 30, ~~2013~~2014, weborrowings ~~acquired~~under ~~one~~our ~~industrial~~Unsecured ~~property~~Credit ~~comprising~~Facility bore interest at a weighted average interest rate of 1.652%. As of July 29, 2014, we had approximately 0$400.59 million ~~square~~available ~~feet~~for additional borrowings under our Unsecured Credit Facility. Our Unsecured Credit Facility contains certain financial covenants including limitations on incurrence of ~~GLA~~debt and ~~several~~debt ~~land~~service ~~parcels~~coverage. ~~The~~Our ~~purchase~~access ~~price~~to ofborrowings ~~these~~may ~~acquisitions~~be ~~totaled~~limited ~~approximately~~if ~~$47~~we fail to meet any of these covenants.~~3 million,~~ ~~including~~We ~~costs~~believe ~~incurred~~that we were in ~~conjunction~~compliance with ~~the~~our ~~acquisition~~financial covenants as of ~~the~~June ~~industrial~~30, ~~property~~2014, and ~~land~~we ~~parcels~~anticipate that we will be able to operate in compliance with our financial covenants for the remainder of 2014.

~~During~~Our ~~the~~senior ~~nine~~unsecured ~~months~~notes ~~ended~~have ~~September~~been ~~30,~~assigned ~~2013,~~credit weratings ~~sold~~from 18Standard & ~~industrial~~Poor’s, ~~properties~~Moody’s ~~comprising~~and ~~approximately~~Fitch ~~1.5 million~~Ratings ~~square feet~~ of ~~GLA~~BBB-/Ba1/BB+, ~~and several land parcels~~respectively. ~~Proceeds~~In ~~from~~ the ~~sales~~event of ~~the~~a ~~18 industrial properties and several land parcels~~downgrade, ~~net~~we ofbelieve ~~closing~~we ~~costs,~~would ~~were~~continue ~~approximately~~to ~~$62.1~~have ~~million.~~access Weto ~~are~~sufficient incapital; ~~various~~however, ~~stages~~our ofcost ~~discussions with third parties for the sale~~ of ~~additional~~borrowing ~~properties~~would increase and ~~plan~~our toability ~~continue~~ to ~~selectively~~access ~~market~~certain ~~other~~financial ~~properties~~markets ~~for~~may ~~sale~~be ~~for the remainder of 2013~~limited.

~~Net~~Six ~~cash~~Months ~~used~~Ended inJune ~~financing activities of approximately $8.7 million for the nine months ended September~~ 30, 2013, was comprised primarily of the redemption of our 7.25% Series J Cumulative Redeemable Preferred Units (the "Series J Preferred Units"), the redemption of our 7.25% Series K Cumulative Redeemable Preferred Units (the "Series K Preferred Units"), repayments on our senior unsecured notes and mortgage loans payable, general and limited partnership Unit and preferred general partnership Unit distributions, payments of debt and equity issuance costs, the repurchase and retirement of restricted Units and payments on the interest rate swap agreement, offset by net proceeds from the issuance of Units and net proceeds from our Unsecured Credit Facility.2014

~~During~~Net cash provided by operating activities of approximately $39.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 was comprised primarily of the non-cash adjustments of approximately $59.6 million, wea ~~paid~~book ~~off~~overdraft of approximately $0.4 million and ~~retired~~net ~~prior~~income toof ~~maturity~~approximately ~~mortgage~~$9.3 ~~loans~~million, inoffset by the ~~amount~~net change in operating assets and liabilities of approximately $3218.41 million, payments of discounts and weprepayment ~~repurchased~~penalties associated with retirement of debt of approximately $2910.86 million ofand ~~our~~equity ~~unsecured~~in ~~notes~~income atof anJoint ~~aggregate~~Ventures ~~purchase~~in ~~price~~excess of distributions of approximately $331.56 million. WeThe ~~may~~adjustments ~~from~~for ~~time~~the tonon-cash ~~time~~items ~~repay~~of ~~additional~~approximately ~~amounts~~$59.6 million are primarily comprised of ~~our~~depreciation ~~outstanding~~and amortization of approximately $59.3 million, the loss from retirement of debt of approximately $0.5 ~~Any~~million ~~repayments~~and ~~would~~the ~~depend~~provision ~~upon~~for ~~prevailing~~bad ~~market~~debt ~~conditions,~~of ~~our~~approximately ~~liquidity~~$0.6 ~~requirements~~million, ~~contractual~~offset ~~restrictions~~by ~~and~~the ~~other~~gain ~~factors~~on wesale ~~consider~~of ~~important~~real estate of approximately $0.7 ~~Future~~million ~~repayments~~and ~~may~~the ~~materially~~effect ~~impact~~of ~~our~~the ~~liquidity,~~straight-lining ~~taxable~~of rental income ~~and~~of ~~results~~approximately of$0.1 ~~operations~~million.

~~During~~Net ~~the~~cash ~~nine~~used ~~months~~in ~~ended~~investing ~~September~~activities ~~30,~~of ~~2013,~~approximately ~~the~~$40.5 ~~Company~~million ~~redeemed~~for the ~~remaining~~six ~~4,000,000~~months ~~Depositary~~ended ~~Shares~~June of30, ~~the~~2014, ~~Company's~~was ~~7.25%~~comprised ~~Series~~primarily Jof ~~Cumulative~~investments ~~Redeemable~~in ~~Preferred~~and ~~Stock~~advances ~~for~~to ~~$25.00~~the ~~per~~Other ~~Depositary~~Real ~~Share~~Estate Partnerships, orthe ~~$100.0~~acquisition ~~million~~of incertain ~~the~~land ~~aggregate,~~parcels and ~~paid~~three aindustrial ~~prorated~~properties ~~second~~comprising ~~quarter dividend of $0.055382 per Depositary Share, totaling~~ approximately $0.2 5 million. Ansquare ~~equivalent~~feet ~~number~~ of ~~Series~~GLA, ~~J Preferred Units were redeemed during~~ the ~~nine~~development ~~months~~of ~~ended~~real ~~September 30~~estate, ~~2013~~capital asexpenditures ~~well. Additionally,~~related ~~during~~to the ~~nine~~improvement ~~months~~of ~~ended~~existing ~~September~~real 30estate, ~~2013,~~payments ~~the~~related ~~Company~~to ~~redeemed~~leasing ~~all~~activities ofand ~~the~~an ~~2,000,000~~increase ~~outstanding~~in ~~Depositary~~escrows, ~~Shares~~offset ofby the ~~Company's~~net ~~7.25%~~proceeds ~~Series~~from Kthe ~~Cumulative~~sale ~~Redeemable~~of ~~Preferred~~real ~~Stock for $25.00 per Depositary Share~~estate, ordistributions ~~$50.0~~from ~~million in~~ the ~~aggregate,~~Other ~~and~~Real ~~paid~~Estate aPartnerships ~~pro-rated~~in ~~third~~excess ~~quarter dividend~~ of ~~$0.090625~~equity ~~per~~in ~~Depositary Share~~income, ~~totaling~~the ~~approximately~~repayments ~~$0.2~~on ~~million. An~~our ~~equivalent~~notes ~~number~~receivable ofand ~~Series~~net Kdistributions ~~Preferred~~from ~~Units~~our ~~were~~Joint ~~redeemed during the nine months ended September 30, 2013 as well~~Ventures.

During the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, ~~the~~we ~~Company~~sold ~~issued~~two ~~8,400,000~~industrial ~~shares~~properties ofcomprising ~~the~~approximately ~~Company's~~0.03 million ~~common~~square ~~stock~~feet ~~through~~of aGLA. ~~public~~Proceeds ~~offering,~~from ~~resulting~~the insales ~~proceeds~~of the two industrial properties, net of ~~the~~closing ~~underwriter's discount~~costs, ofwere approximately $~~132~~1.35 million. ~~Additionally,~~We ~~during~~are ~~the~~in ~~nine~~various ~~months~~stages ~~ended September 30, 2013, the Company issued 2,315,704 shares~~ of ~~the~~discussions ~~Company's~~with ~~common~~third ~~stock~~parties ~~through~~for the ~~Company's~~sale ~~"at-the-market" equity offering program, resulting in net proceeds~~ of ~~approximately~~additional ~~$41.7~~properties ~~million.~~and ~~These~~plan ~~proceeds~~to ~~were~~continue ~~contributed~~ to usselectively inmarket ~~exchange~~other properties for ansale ~~equivalent~~for ~~number~~the remainder of ~~Units~~2014.

Net cash used in financing activities of approximately $0.9 million for the six months ended June 30, 2014, was comprised primarily of the redemption of our Series F Preferred Units and Series G Cumulative Preferred Units (the "Series G Preferred Units"), repayments on our senior unsecured notes and mortgage loans payable, general and limited partnership Unit and preferred general partnership Unit distributions, payments of debt issuance costs and the repurchase and retirement of restricted Units, offset by proceeds from the Unsecured Term Loan (as defined below) and net proceeds from our Unsecured Credit Facility.

During the six months ended June 30, 2014, we entered into a seven-year, $200.0 million unsecured term loan (the "Unsecured Term Loan").

During the six months ended June 30, 2014, we paid off and retired prior to maturity mortgage loans in the amount of $35.6 million. Additionally, we paid off and retired our 2014 Notes, at maturity, in the amount of $81.8 million. We may from time to time repay additional amounts of our outstanding debt. Any repayments would depend upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors we consider important. Future repayments may materially impact our liquidity, taxable income and results of operations.

During the six months ended June 30, 2014, the Company redeemed all 50,000 depositary shares of the Company's Series F Flexible Cumulative Redeemable Preferred Stock for $50.0 million and paid a first quarter dividend of $11.3299 per depositary share, totaling approximately $0.6 million. An equivalent number of Series F Preferred Units were redeemed during the six months ended June 30, 2014 as well. Additionally, during the six months ended June 30, 2014, the Company redeemed all 25,000 depositary shares of the Company's Series G Flexible Cumulative Redeemable Preferred Stock for $25.0 million and

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paid a first quarter dividend of $36.18 per depositary share, totaling approximately $0.9 million. An equivalent number of Series G Preferred Units were redeemed during the six months ended June 30, 2014 as well.

Market Risk

The following discussion about our risk-management activities includes "forward-looking statements" that involve risk and uncertainties. Actual results could differ materially from those projected in the forward- looking statements. Our business subjects us to market risk from interest rates, and to a much lesser extent, foreign currency fluctuations.

Interest Rate Risk

~~This~~The following analysis presents the hypothetical gain or loss in earnings, cash flows or fair value of the financial instruments and derivative instruments which are held by us at ~~September~~ June 30, ~~2013~~2014 that are sensitive to changes in interest rates. While this analysis may have some use as a benchmark, it should not be viewed as a forecast.

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

33At June 30, 2014, $1,103.9 million (85.5% of total debt at June 30, 2014) of our debt was fixed rate debt (includes $200.0 million of variable-rate debt that has been effectively swapped to a fixed rate through the use of interest rate derivative contracts) and $187.0 million (14.5% of total debt at June 30, 2014) of our debt was variable rate debt. At December 31, 2013, $1,026.1 million (85.6% of total debt at December 31, 2013) of our debt was fixed rate debt and $173.0 million (14.4% of total debt at December 31, 2013) of our debt was variable rate debt.

~~Table~~For fixed rate debt, changes in interest rates generally affect the fair value of ~~Contents~~the debt, but not our earnings or cash flows. Conversely, for variable rate debt, changes in the base interest rate used to calculate the all-in interest rate generally do not impact the fair value of the debt, but would affect our future earnings and cash flows. The interest rate risk and changes in fair market value of fixed rate debt generally do not have a significant impact on us until we are required to refinance such debt. See Note 5 to the Consolidated Financial Statements for a discussion of the maturity dates of our various fixed rate debt.

AtOur ~~September~~variable rate debt is subject to risk based upon prevailing market interest rates. As of June 30, ~~2013~~2014, we had approximately $~~1,060~~187.4 0 million of variable rate debt outstanding indexed to LIBOR rates (86excluding the $200.1%0 million of ~~total~~variable-rate debt atthat ~~September~~has ~~30,~~been ~~2013) of~~effectively ~~our~~swapped ~~debt~~to ~~was~~a fixed rate through the use of interest rate derivative contracts). If the LIBOR rates relevant to our variable rate debt ~~and~~were to have increased 10%, we estimate that our interest expense during the six months ended June 30, 2014 would have increased by approximately $~~171.~~0 .01 million ~~(13.9%~~based ofon ~~total~~our average outstanding floating-rate debt atduring ~~September~~the six months ended June 30, ~~2013) of~~2014. ~~our~~Additionally, ~~debt~~if ~~was~~weighted ~~variable~~average interest rates on our fixed rate debt. ~~Currently~~were to have increased by 10% due to refinancing, weinterest doexpense ~~not~~would ~~enter~~have ~~into~~increased ~~financial~~by ~~instruments~~approximately ~~for~~$3.6 ~~trading~~million orduring ~~other~~the ~~speculative~~six ~~purposes~~months ended June 30, 2014.

~~For~~As ~~fixed rate debt, changes in interest rates generally affect the fair value~~ of ~~the~~June ~~debt~~30, ~~but not our earnings or cash flows. Conversely~~2014, ~~for variable rate debt, changes in~~ the ~~base~~estimated ~~interest rate used to calculate the all-in interest rate generally do not impact the~~ fair value of ~~the~~our debt, ~~but~~was ~~would~~approximately ~~affect our future earnings and cash flows~~$1,359.3 ~~The~~million ~~interest~~based ~~rate risk and changes in fair market value of fixed rate debt generally do not have a significant impact~~ on usour ~~until~~estimate ~~we are required to refinance such debt. See Note 6 to the Consolidated Financial Statements for a discussion~~ of the ~~maturity~~then-current ~~dates~~market ofinterest ~~our various fixed rate debt~~rates.

~~Based~~The ~~upon~~use ~~the amount~~ of ~~variable~~derivative ~~rate~~financial ~~debt~~instruments ~~outstanding~~allows atus ~~September~~to ~~30,~~manage ~~2013,~~risks aof ~~10%~~increases ~~increase or decrease~~ in ~~the~~ interest ~~rate~~rates onwith ~~our~~respect ~~variable~~to ~~rate~~the ~~debt~~effect ~~would~~these ~~decrease~~fluctuations orwould ~~increase,~~have ~~respectively,~~on ~~future~~our ~~net~~earnings ~~income~~ and cash flows ~~by approximately $0~~.3 ~~million~~As ~~per~~of ~~year.~~June ~~The~~30, ~~foregoing~~2014, ~~calculation~~we ~~assumes~~had anoutstanding ~~instantaneous~~interest ~~increase~~rate orcash ~~decrease~~flow inhedges ~~the~~with ~~rates~~a ~~applicable~~notional ~~to the~~ amount of ~~borrowings outstanding under our Unsecured Credit Facility at September 30, 2013~~$200.0 ~~Changes~~million inwhich ~~LIBOR~~mitigate ~~could~~our ~~result~~exposure ~~in a greater than 10% increase~~ to ~~such~~our ~~rates.~~Unsecured InTerm ~~addition,~~Loan's ~~the~~variable ~~calculation~~interest ~~does~~rate ~~not~~which ~~account~~is ~~for~~based ~~other~~upon ~~possible actions~~LIBOR, ~~such~~ as ~~prepayment,~~defined ~~that we might take~~ in ~~response to any rate increase. A 10% increase in interest rates would decrease~~ the ~~fair value of the fixed rate~~ debt ~~at September 30, 2013 by approximately $18~~agreement.8 ~~million to $1~~Currently,~~094.6~~ ~~million.~~we Ado ~~10%~~not ~~decrease~~enter ininto ~~interest~~financial ~~rates~~instruments ~~would~~for ~~increase~~trading ~~the~~or ~~fair~~other ~~value~~speculative ~~of the fixed rate debt at September 30, 2013 by approximately $19~~purposes.5 ~~million to $1,132.9 million.~~

The use of derivative financial instruments allows us to manage risks of increases in interest rates with respect to the effect these fluctuations would have on our earnings and cash flows. As of September 30, 2013, we had one outstanding derivative with a notional amount of $50.0 million which mitigates our exposure to floating interest rates related to the coupon rate reset of our Series F Preferred Units. The derivative matured on October 1, 2013.

Foreign Currency Exchange Rate Risk

Owning industrial property outside of the United States exposes the Operating Partnership to the possibility of volatile movements in foreign exchange rates. Changes in foreign currencies can affect the operating results of international operations reported in U.S. dollars and the value of the foreign assets reported in U.S. dollars. The economic impact of foreign exchange rate movements is complex because such changes are often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. At ~~September~~June 30, ~~2013~~2014, we owned one land parcel for which the U.S. dollar was not the functional currency. The land parcel is located in Ontario, Canada and uses the Canadian dollar as its functional currency.

IRS Tax Refund

On August 24, 2009, we received a private letter ruling from the IRS granting favorable loss treatment under Sections 331 and 336 of the Code on the tax liquidation of one of our former taxable REIT subsidiaries. On November 6, 2009, legislation was signed that allowed businesses with net operating losses for 2008 or 2009 to carry back those losses for up to five years. As a result, we received a refund from the IRS of $40.4 million in the fourth quarter of 2009 (the "Refund") in connection with this tax liquidation. The IRS examination team, which is required by statute to review all refund claims in excess of $2.0 million on behalf of the Joint Committee on Taxation, indicated to us that it disagreed with certain of the property valuations we obtained from an independent valuation expert in support of our fair value of the liquidated taxable REIT subsidiary and our claim for the Refund. During the year ended December 31, 2012, we reached an agreement with the regional office of the IRS on a proposed adjustment to the Refund. The total agreed-upon adjustment to taxable income was $13.7 million, which equates to $4.8 million of taxes owed. We were also required to pay accrued interest of approximately $0.5 million. During the year ended December 31, 2012, the Operating Partnership recorded the charge for the agreed-upon adjustment and the related estimated accrued interest which was reflected as a component of income tax expense. During 2013, the settlement amount was approved by the Joint Committee on Taxation. During the nine months ended September 30, 2013, we paid the agreed upon taxes and related accrued interest.

As a result of the Joint Committee on Taxation's approval, during 2013 we entered into closing agreements with the IRS that determined the timing of the settlement on the tax characterization of the limited partners of the Operating Partnership and the stockholders of the Company. Pursuant to these closing agreements, $8.2 million of the preferred stock distributions for the year ended December 31, 2012 are taxable as capital gain.

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Recent Accounting Pronouncements

Refer to Note 2 to the Consolidated Financial Statements.

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Subsequent Events

From ~~October~~July 1, ~~2013~~2014 to ~~November~~July 129, ~~2013~~2014, we ~~paid~~sold ~~off~~six ~~prior~~industrial toproperties ~~maturity~~and ~~mortgage~~a ~~loans~~certain ~~payable~~land inparcel ~~the~~for ~~aggregate~~approximately ~~amount of~~ $3227.08 million. There were no industrial properties acquired during the period.

From October 1, 2013 to November 1, 2013, we acquired 100% of an LLC interest that owned one industrial property for a purchase price of approximately $26.3 million, excluding costs incurred in conjunction with the acquisition of the industrial property and sold three industrial properties and one land parcel for approximately $4.6 million.

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

Our principal executive officer and principal financial officer, in evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report, based on the evaluation of these controls and procedures required by Exchange Act Rules 13a-15(b) or 15d-15(b), have concluded that as of the end of such period our disclosure controls and procedures were effective.

There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II: OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

ExhibitNumber		Description
Exhibits		Description
10.1		Amended and Restated Unsecured Revolving Credit Agreement dated as of July 19, 2013 among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, N.A. and the other lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed July 22, 2013).
31.1*		Certification of the Principal Executive Officer of First Industrial Realty Trust, Inc., registrant’s sole general partner, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.1*		Certification of the Principal Executive Officer of First Industrial Realty Trust, Inc., registrant’s sole general partner, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2*		Certification of the Principal Financial Officer of First Industrial Realty Trust, Inc., registrant’s sole general partner, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2*		Certification of the Principal Financial Officer of First Industrial Realty Trust, Inc., registrant’s sole general partner, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32.1**		Certification of the Principal Executive Officer and the Principal Financial Officer of First Industrial Realty Trust, Inc., registrant's sole general partner, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of the Principal Executive Officer and the Principal Financial Officer of First Industrial Realty Trust, Inc., registrant’s sole general partner, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1*		The following financial statements from First Industrial, L.P.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statement of Changes in Partners' Capital (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to Consolidated Financial Statements (unaudited)
101.1*		The following financial statements from First Industrial, L.P.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statement of Changes in Partbers’ Capital (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to Consolidated Financial Statements (unaudited).

* Filed herewith. ** Furnished herewith._______________________

36* Filed herewith.


**	Furnished herewith.

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SIGNATURE

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

FIRST INDUSTRIAL, L.P. By: FIRST INDUSTRIAL REALTY TRUST, INC. Its Sole General Partner By: /sS/ SCOTT A. MUSIL Scott A. ~~MusilChief~~Musil Chief Financial Officer(Principal Financial Officer)

Date: ~~November~~July 129, ~~2013~~2014

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EXHIBIT INDEX

ExhibitNumber		Description
Exhibits		Description
10.1		Amended and Restated Unsecured Revolving Credit Agreement dated as of July 19, 2013 among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, N.A. and the other lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed July 22, 2013).
31.1*		Certification of the Principal Executive Officer of First Industrial Realty Trust, Inc., registrant’s sole general partner, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.1*		Certification of the Principal Executive Officer of First Industrial Realty Trust, Inc., registrant’s sole general partner, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2*		Certification of the Principal Financial Officer of First Industrial Realty Trust, Inc., registrant’s sole general partner, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2*		Certification of the Principal Financial Officer of First Industrial Realty Trust, Inc., registrant’s sole general partner, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32.1**		Certification of the Principal Executive Officer and the Principal Financial Officer of First Industrial Realty Trust, Inc., registrant's sole general partner, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of the Principal Executive Officer and the Principal Financial Officer of First Industrial Realty Trust, Inc., registrant’s sole general partner, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1*		The following financial statements from First Industrial, L.P.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statement of Changes in Partners' Capital (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to Consolidated Financial Statements (unaudited)
101.1*		The following financial statements from First Industrial, L.P.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statement of Changes in Partners’ Capital (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to Consolidated Financial Statements (unaudited).

* Filed herewith. ** Furnished herewith._______________________

38* Filed herewith.


**	Furnished herewith.

Filing Compare · FIRST INDUSTRIAL LP