F O R M    1 0 - K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

| | ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee required)
| | - | ---------------------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2003
or

| | o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No fee required)
| | - | ----------------------------------------------------------------------------------------------------------

For the transition period from
 to

Commission file number 1-12630

CENTERPOINT PROPERTIES TRUST(Exact Name of Registrant as Specified in its Charter)

| | Maryland                                                       |  | 36-3910279                          
| | -------------------------------------------------------------- |  | ------------------------------------
| | (State or Other Jurisdiction of Incorporation
or Organization) |  | (I.R.S. Employer Identification No.)
| | 1808 Swift Drive, Oak Brook, Illinois                          |  | 60523                               
| | (Address of principal executive offices)                       |  | (Zip code)                          

Registrant's
telephone number, including area code:(630) 586-8000

Securities registered pursuant to Section 12(b) of the Act:

| |  | Title of Each Class                                                                       |  | Name of Each Exchange on Which Registered
| |  | ----------------------------------------------------------------------------------------- |  | -----------------------------------------
| |  | Common Shares, par value $.001 per share                                                  |  | New York Stock Exchange                  
| |  | 7.5% Series B Convertible Preferred Shares,
par value $.001 per share                     |  | New York Stock Exchange                  
| |  | Preferred Share Purchase Rights, with respect to common shares, par value $.001 per share |  | New York Stock Exchange                  

Securities
registered pursuant to Section 12(g) of the Act:

None(Title of Class)

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

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2). Yes ý    No o

As
of June 30, 2003, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant
was $1,371,265,673 (based on 22,388,011 shares held by non-affiliates and computed by reference to the reported closing price).

The
registrant had 23,173,428 of its common shares, $.001 par value per share, outstanding as of March 12, 2004

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's proxy statement relating to the solicitation of proxies for the registrant's May 2004 annual meeting of
security holders are incorporated by reference into Part III of this Annual Report on Form 10-K.

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TABLE OF CONTENTS

|         |  |                                                                                                                 |  | Page
|-------- |  | --------------------------------------------------------------------------------------------------------------- |  | ----
|PART I  
|Item 1.  |  | Business                                                                                                        |  | 1   
|Item 2.  |  | Properties                                                                                                      |  | 9   
|Item 3.  |  | Legal Proceedings                                                                                               |  | 16  
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                             |  | 16  
|PART II 
|Item 5.  |  | Market for Registrant's Common Equity and Related Shareholder Matters and Issuers Purchase of Equity Securities |  | 17  
|Item 6.  |  | Selected Financial Data                                                                                         |  | 17  
|Item 7.  |  | Management's Discussion and Analysis of Financial Condition and Results of Operation                            |  | 21  
|Item 7A. |  | Quantitative and Qualitative Disclosures about Market Risk                                                      |  | 33  
|Item 8.  |  | Financial Statements and Supplementary Data                                                                     |  | 34  
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                            |  | 34  
|Item 9A. |  | Controls and Procedures                                                                                         |  | 34  
|PART III
|Item 10. |  | Directors and Executive Officers of the Registrant                                                              |  | 35  
|Item 11. |  | Executive Compensation                                                                                          |  | 35  
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters                  |  | 35  
|Item 13. |  | Certain Relationships and Related Transactions                                                                  |  | 35  
|Item 14. |  | Principal Accountant Fees and Services                                                                          |  | 35  
|PART IV 
|Item 15. |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                                                 |  | 36  

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PART I

Item 1. Business.

The Company

CenterPoint Properties Trust ("CenterPoint" or the "Company"), was the first major real estate investment trust ("REIT") to focus on the industrial sector and it
remains the only REIT to focus on such property primarily within greater Chicago. CenterPoint seeks to create share value through customer-driven management, investment, development, and redevelopment
of warehouse, distribution, light manufacturing, air freight and rail-related facilities. The Company also develops multi-facility industrial parks that are strategically located near
highways, airports and railroads. Central to all its activities is the Company's commitment to entrepreneurially serve customers' changing space needs and to provide superior customer satisfaction.
The Company is a Maryland business trust and is listed on the New York Stock Exchange under the symbol CNT.

CenterPoint
began operations in 1984 as Capital and Regional Properties Corporation, the United States investment vehicle for Capital and Regional plc, a property company traded on the
London Stock Exchange since 1986. CenterPoint completed its U.S. initial public offering in December 1993 after consolidating its operations with, and acquiring the properties controlled by,
FCLS Investors Group, a Chicago-based industrial development company with 30 years of local experience. The Company's history equips it with the longest public experience of any industrial
property REIT.

While
the Company believes it is the largest owner and operator of industrial property in the 1.3 billion square-foot Chicago region, its portfolio represented just
2.6% of the market (based on square footage) as of December 31, 2003. Substantial opportunities for future growth remain.

Underpinning
CenterPoint's value is the strength of its internal resources. Key among these is management experience. CenterPoint's investment, development, and management staff averages
more than 20 years of experience in the industry. Enabled by strong ties to the real estate development community, an in-depth knowledge of the market sector and the ability to
gauge and anticipate market trends, management can creatively and flexibly accommodate tenant requirements.

Business Objectives and Strategy for Growth

The Company's fundamental business objective is to maximize total return to shareholders by increasing the market value of the Company's franchise and per share
distributions. In 2003, the Company achieved a total return of 36.32%. Since its IPO in December 1993, the Company has achieved an average annual total return of 22.47%, outperforming the
S&P 500, NASDAQ, Dow Jones and NAREIT Equity Indices on a total return, dividends reinvested basis.

To
maximize shareholder returns, the Company pursues four complementary strategies in portfolio operations, investments, dispositions, and finance:



The Company is a full service, self-managed real estate company. Five regions, each serving a particular segment of the Chicago region, are operated
by teams consisting of a regional manager, one or more property managers, administrative assistants, maintenance, and accounting support personnel. Property management staff are required to visit each
tenant, on site, at least once every 90 days, and more frequently if warranted by tenant needs.

The
Company believes its market penetration, local expertise, tenant relationships and quality reputation within the Chicago region provide it with a competitive advantage. Another
competitive advantage is the Company's integrated corporate, property management, accounting and control process and information systems, enabling the Company to monitor and project the financial

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performance
of each asset. The Company believes this long-term platform effectively supports its operating and financial objectives and will help drive continued growth.

The
Company seeks to grow its results of operations by increasing revenues through lease renewals or replacements and by leasing vacant space at maximum achievable rents. The Company
seeks long-term retention of tenants, but will opportunistically engage in shorter leases when appropriate. The Company strives to tailor lease terms to maximize long-term
total returns from each property investment.

To
become the landlord of choice in the Chicago region, the Company strives to provide the highest possible service to its tenants by addressing their occupancy needs and evolving space
requirements. Management believes tenant satisfaction, resulting from the Company's "hands on" management approach, fuels rental revenues by increasing tenant retention, minimizing
re-letting expense and facilitating rental increases. Management also believes that tenant satisfaction creates profitable expansion and build-to-suit opportunities
from its tenants as well as business referrals.

The
Company views tenant service as a key factor in its business and has established tenant satisfaction as one of its primary corporate goals. To develop its tenant franchise, the
Company provides a variety of tenant services: promptly and fairly attending to tenant building or billing concerns; obtaining the lowest possible utility, insurance and real estate tax charges; and
responding rapidly to expansion or space reconfiguration requests.

The
Company's tenants benefit from the size and concentration of the Company's real estate holdings in the Chicago region. As the largest owner of warehouse and other industrial
properties in this geographic market, the Company believes it can bulk-purchase goods and services, lowering the occupancy costs of its tenants. Management believes that minimizing
tenants' occupancy costs builds tenant loyalty and provides the Company with a significant marketing advantage.

To
motivate employees to provide the highest level of tenant service, the Company has established a pay-for-performance compensation plan under which the
incentive pay of each participating employee depends in part on the results of an annual tenant satisfaction survey, independently administered by CEL & Associates and the Company's
non-employee trustees. Employee incentive pay is also dependent on the results of a company-wide audit pertaining to the implementation of internal processes and procedures,
all of which the Company believes enhance tenant service. Targeted per share cash flow growth, another key metric in the Company's incentive plan, is benefited by intensive tenant service.

In
2003, CenterPoint achieved a 89% tenant retention rate and "outstanding" tenant ratings in an independently administered tenant survey comparing the Company to other industrial
property owners nationally.



The Company seeks to invest primarily in warehouse and other industrial properties that satisfy its yield, growth and return objectives. These include properties
with vacancy that can be leased at attractive rents, as well as properties offering expansion, development, redevelopment or resale opportunities. Each of CenterPoint's investments benefits from the
Company's large Chicago area franchise. CenterPoint believes its concentrated activity provides a deeper potential customer base, a wider range of opportunities, and better market information than its
competitors. As of December 31, 2003, the Company and its affiliates owned 211 warehouse and other industrial properties.

In
addition to investments in individual buildings or development projects, the Company has undertaken business park development in locations within the greater Chicago region offering
desirable amenities, including the proximity to rail, road and air transportation, at competitive rents and occupancy costs. The Company strictly monitors speculative investment, including the
investment in land intended for development. As of December 31, 2003, the Company has

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accumulated
control of a large land portfolio exceeding 3000 acres upon which 50.1 million square feet of warehouse and other industrial properties can be developed. The Company believes the
land portfolio will provide a competitive advantage in securing profitable development opportunities.

The
Company's largest industrial development is the CenterPoint Intermodal Center ("CIC") in Elwood, IL. This 2,032-acre project is one of the nation's largest public/private
developments, anchored by a 621-acre Burlington Northern Santa Fe ("BNSF") multi-modal rail facility. The project is expected to consist of approximately 13 million square feet of
warehouse, distribution and light manufacturing space, including one million square feet of cross dock facilities and other ancillary commercial development. Located only 40 miles
southwest of Chicago, CenterPoint Intermodal Center is strategically positioned to take advantage of Chicago's immense transportation infrastructure. As of December 31, 2003, approximately 55%
of the park's area has been leased or sold, with more than 2.6 million square feet of new industrial facilities under construction or delivered.

Other
industrial parks under development include: O'Hare Express North, a 49-acre park "inside the fence" at O'Hare International Airport; CenterPoint Intermodal
CenterRochelle, a 362-acre park in Rochelle, IL located within one mile of the 1,200-acre Union Pacific Global III Intermodal Facility; McCook Industrial
Center, a 243-acre park located adjacent to CenterPoint's other industrial park, CenterPoint Business CenterMcCook; and the California Avenue Business Center, a
30-acre industrial park within five miles of downtown Chicago. The Company just recently completed the Chicago Manufacturing Campus, a four-building, 1.6 million-
square-foot automobile supplier parts campus in Chicago's southeast side developed in a joint venture with Ford Land Development Corporation ("Ford Land").

The
Company has developed certain buildings, infrastructure or other facilities for a fee. These fees have contributed additional cash flow and increased the Company's return on invested
capital. Examples include the Union Pacific intermodal yard in Rochelle, Illinois, and the Chicago Manufacturing Campus in Chicago, Illinois of which the Company recorded fees and on its venture
partner's portion. The Company continues to pursue fee-based development projects and expects such fees to continue to contribute to the Company's return.

Focus on Industrial Real Estate.The Company focuses on warehouse and other industrial properties.
Management believes this property type offers consistently attractive returns and stable cash flow for the following reasons:



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Focus on the Chicago Region.CenterPoint's target market, greater Chicago, is comprised of the market
area within a 150-mile radius of the City of Chicago, including Milwaukee, Wisconsin and South Bend, Indiana. This region offers significant opportunities for investment in, and ownership
of, warehouse and other industrial property. The Chicago region lies at the center of one of the nation's principal population and production regions. With over 1.3 billion
square-feet of industrial/warehouse space (according to market data published by Colliers, Bennett and Kahnweiler and The Polacheck Company in December of 2003) and 24 diverse submarkets
(according to a ranking of markets published by CB Richard Ellis in December of 2003), the Chicago region has become the largest and most diverse industrial market in the nation. Its regional
advantages have led to significant business in Chicago making it second only to New York in the number of Fortune 500 companies. As a consequence of its location, the Chicago region is the continent's
premier transportation hub, possessing attributes critical to a highly diverse industrial real estate market.



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To maximize per share cash flow growth and the return on invested capital, the Company seeks to fund a substantial percentage of its new investment with capital
"recycled" from the disposition of owned assets. Assets targeted for sale are those that offer the lowest prospective total cash returns relative to their market value. The volume of annual
dispositions is determined by the volume of new higher yielding investments available at an acceptable risk-adjusted positive spread above the yields on the assets disposed to fund them.
Buyers include users, investors (institutional, private and foreign), 1031 exchange buyers, governments and other developers.

Disposition
activity is undertaken by the Company and its subsidiaries, including its taxable subsidiary, CenterPoint Realty Services, Inc. ("CRS"), and other affiliates,
principally CenterPoint Venture LLC ("CenterPoint Venture" or the "Venture"), as well as project-specific development partnerships. The Company and its affiliates earn fees or gains from the
development or acquisition of assets for immediate sale to tenants, institutions and other buyers. These opportunities result from the size of the Company's existing portfolio and its market
penetration.

Gains
and related fees from the disposition activity of the Company and its affiliates have been, and are expected to be, a recurring source of revenue and cash flow, and a material
contributor to the Company's return on invested capital.



The Company actively seeks to minimize its capital costs to maximize share value. It believes it does so by primarily funding new investment with proceeds from
the disposition of lower yielding assets. Capital from sales, plus significant retained cash flow, account for the bulk of annual required funds. This strategy enhances per share cash flow growth and
returns by avoiding dilution. From time to time, the Company supplements internally generated funds with external capital that offers the potential to lower its overall capital costs. The Company and
its affiliates maintain $470 million in lines of credit. The Company supplements internally supplied capital with proceeds from debt and equity

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issuances.
The Company also seeks to utilize, where available, tax-exempt debt and TIF for its developments.

The
Company periodically supplements its capital base through ventures with other investors or developers. These ventures are used to share capital requirements and risk and typically
invest in assets held or developed for near term sale. The Company believes that its ventures have increased its investment and funding flexibility.

Investment in and Advances to Affiliates.Through CRS, the Company owns 25% of the Venture which is engaged to position,
package and sell stabilized industrial property investment opportunities. CalEast, a partnership of the California Public Employees Retirement System and Jones Lang LaSalle own the remaining 75% of
the Venture. The $200 million fund is capitalized with equity commitments of $60 million by CalEast and $20 million by CenterPoint and supported by a $120 million credit
facility. The Company receives a preferential 11% cumulative return on its equity capital and may receive up to 50% of the distributions, as well as transaction, administrative and property management
fees. As of December 31, 2003, CenterPoint Venture owned 17 warehouse and other industrial properties, totaling 2.4 million square feet, which were 76.9% leased.

In
addition to CenterPoint Venture, the Company periodically forms project-specific ventures to acquire or develop assets for sale. An example is Chicago Manufacturing Campus, LLC, a
joint venture between CenterPoint and Ford Land to develop Ford Motor Company's 155-acre automotive supplier manufacturing campus located on Chicago's southeast side. As of
December 31, 2003, Chicago Manufacturing Campus, LLC ("CMC"), is owned 51% by CenterPoint and 49% by Ford Land, but Ford Land has the option to require CenterPoint to invest as much as 59%. The
park will occupy a 155-acre former brownfield site located approximately one-half mile from Ford's Chicago Assembly Plant on the southeast side, near the intersection of 126th
Street and Torrence Avenue. Site preparation and construction of four buildings, or 1.6 million square feet, began during the
second quarter of 2002 and was completed by the beginning of the fourth quarter of 2003. CenterPoint has committed to total contributions of approximately $52.0 million.

Management Controls and Systems

Defined processes, integrated with comprehensive information systems and financial controls, support the Company's business. To facilitate its entrepreneurial
business and limit operating risk, the Company has implemented comprehensive business and allied information and control systems, which it continually improves. These include detailed operating,
investment, and disposition processes, as well as integrated financial controls. These controls were reviewed, revised (as necessary) and republished by the Company in 2003. The Company maintains
credit standards for all leasing and vendor activities. The Company believes that these systems provide significant benefits, including better tenant service, improved investment execution, and
enhanced capital planning.

Transactions During 2003

During 2003, the Company accomplished the following:



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Subsequent Transactions

On January 22, 2004, the Company completed the sale of $48.0 million of CIC developer notes (described in Note 6). These 10% tax exempt
developer notes represent a portion of those issued by Elwood, Illinois, to reimburse the Company for infrastructure and other costs it incurred in connection with the redevelopment of the former
Joliet Arsenal into CIC. Net proceeds from this developer note sale of $42.0 million were used to repay a portion of the Company's unsecured line of credit. At the time of the sale, the Company
had $15.0 million of developer notes recognized based on the accounting principles followed, described in Note 6. Accordingly, developer notes recognized for financial reporting purposes
as of the date of sale were given sales treatment in accordance with the FASB's Statement of Financial Accounting Standards No. 140 "Accounting for Transfers and Servicing of Financial Assets
and Extinguishment of Liabilities." The excess proceeds received over the amount of developer notes recognized for financial reporting purposes as of the date of the sale have been recorded as a
liability.

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On
March 3, 2003, the Company completed the sale of 90% of its interest in CMC to CalEast CMC Holding LLC for $40.6 million. The Company continues to act as a property
manager for the properties.

Employees

At December 31, 2003, the Company had 98 full-time employees. Of the full-time employees, 83 were involved with property
management, development, operations, leasing and acquisition activities, and 15 were involved with general administration, financing activities, investor relations and human resources.

Environmental Matters

Under various federal, state and local laws, ordinances and regulations, a current or previous owner, developer or operator of real estate may be liable for the
costs of removal or remediation of certain hazardous or toxic substances at, on, under or in its property. The costs of removal or remediation of such substances can be substantial. Such laws often
impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such hazardous substances. The presence of such substances may adversely
affect the owner's ability to sell such real estate or to borrow using such real estate as collateral. The Company has not been notified by any governmental authority of any
non-compliance, liability or other claim in connection with any of the properties owned or being acquired as of December 31, 2003, and the Company is not aware of any environmental
condition with respect to any of its properties that is likely to have a material adverse effect on the Company. As part of due diligence during acquisition, the Company has subjected each of its
properties to a Phase I environmental assessment (which does not involve invasive procedures such as soil sampling or ground water analysis) by independent consultants. Some of these
assessments have led to further investigation and sampling. No assurance can be given, however, that these assessments and investigations reveal all potential environmental liabilities, or that no
prior owner or operator created any material environmental condition not known to the Company or the independent consultants or that future uses or conditions (including, without limitation, customer
actions or changes in applicable environmental laws and regulations) will not result in unreimbursed costs relating to environmental liabilities. In addition to the properties described below, the
Company has other properties with minor environmental exposure which in the aggregate are not material. The Company maintains a $100.0 million environmental insurance policy against
environmental risks associated with its properties.



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Competition

All of the Company's existing properties are, and all of the properties that it may acquire in the future are expected to be, located in areas that include
numerous other warehouse and other industrial properties, many of which may be deemed to be more suitable to a potential tenant
than the Company's properties. The resulting competition could have a material adverse effect on the Company's ability to lease its properties and to increase the rentals charged on existing leases.

Website Access to Reports

The Company's website address is www.CenterPoint-Prop.com. The Company makes its periodic and current reports available on its website, free of
charge, as soon as reasonably practical after such material is electronically filed with or furnished to the SEC.

Item 2. Properties.

The Company's Warehouse and Other Industrial Properties

At December 31, 2003, the Company's investment portfolio of operating warehouse and other industrial properties consisted of 187 properties, totaling
approximately 34.4 million square feet, with a diverse base of approximately 284 tenants engaged in a wide variety of businesses.

The
Company's current properties are well located, with convenient access to area interstate highway, rail, and air transportation. Most of the properties, both free standing and those
located in CenterPoint business centers, are designed for warehousing and distribution. The Company's warehouse and other industrial buildings have an average project size of 184,075 square feet, and,
on average, a tenant at warehouse and other industrial properties occupy 109,932 rentable square feet. Although a number of the industrial properties are single-tenant facilities, most are designed to
be divisible and to be leased by multiple tenants. The Company seeks to own only properties that are well located and "generic," i.e. suitable for use by firms in the wide range of industries
operating in the area.

The
leases for the warehouse and other industrial properties currently owned by the Company have terms between one and 15 years, with a weighted average remaining lease term,
weighted on current rent, of approximately 4.5 years as of December 31, 2003. In addition, rent from no single tenant comprised more than 4.0% of the Company's total revenues as of
December 31, 2003.

The
Company's distribution properties are designed for bulk storage of materials and manufactured goods and generally have interior heights of 22 feet or more and dock facilities for
trucks as well as grade level loading for lighter vehicles and vans. Many have direct access to rail. Typically, the distribution buildings contain a minimal amount of office space.

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CenterPoint Porperties Trust

Warehouse and Other Industrial Property Summary

As of 12/31/2003

|                            |  | City              |  | State |  | Year of Original Construction/Last Redevelopment and/or Expansion (1) |  | Annualized Base Rent Revenue |            | Average Rent Per Sq Ft (3) |   | GLA Sq Ft (2) |  | Percent of Total GLA (4) |  | Percent of GLA Leased as of 12/31/03 |  | No. of Tenants |  | Property Type (5)
|--------------------------- |  | ----------------- |  | ----- |  | --------------------------------------------------------------------- |  | ---------------------------- | ---------- | -------------------------- | - | ------------- |  | ------------------------ |  | ------------------------------------ |  | -------------- |  | -----------------
|2003 Investments            |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  
|Lake County                 |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  
|1725 Delaney                |  | Gurnee            |  | IL    |  | 1960                                                                  |  |                              | 21,981     |                            |   | 0.69          |  | 31,684                   |  | 0.09%                                |  | 100%           |  | 1                
|N.E. Cook County            |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  
|7000 Austin Avenue          |  | Niles             |  | IL    |  | 1981                                                                  |  |                              | 211,544    |                            |   | 4.17          |  | 50,730                   |  | 0.15%                                |  | 100%           |  | 1                
|7500 Caldwell               |  | Niles             |  | IL    |  | 1971                                                                  |  |                              | 361,056    |                            |   | 4.25          |  | 84,954                   |  | 0.25%                                |  | 100%           |  | 1                
|N.W. Cook County            |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  
|800 Albion                  |  | Schaumburg        |  | IL    |  | 1976                                                                  |  |                              |           |                            |   |              |  | 250,259                  |  | 0.73%                                |  | 0%             |  | 1                
|Chicago O'Hare Area         |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  
|10 East Golf Road           |  | Des Plaines       |  | IL    |  | 1978                                                                  |  |                              | 387,087    |                            |   | 6.85          |  | 56,509                   |  | 0.16%                                |  | 100%           |  | 1                
|955 Pratt Avenue            |  | Elk Grove Village |  | IL    |  | 1972                                                                  |  |                              | 753,444    |                            |   | 5.42          |  | 139,000                  |  | 0.40%                                |  | 100%           |  | 1                
|11601 Touhy Avenue          |  | Chicago           |  | IL    |  | 2003                                                                  |  |                              | 1,255,555  |                            |   | 10.03         |  | 125,180                  |  | 0.36%                                |  | 100%           |  | 1                
|South Suburbs               |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  
|13040 Pulaski Road          |  | Alsip             |  | IL    |  | 1976                                                                  |  |                              | 1,131,623  |                            |   | 2.83          |  | 400,076                  |  | 1.16%                                |  | 100%           |  | 1                
|Far S.W. Suburbs            |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  
|21561 Mississippi           |  | Elwood            |  | IL    |  | 2003                                                                  |  |                              | 1,183,200  |                            |   | 2.90          |  | 408,000                  |  | 1.19%                                |  | 100%           |  | 1                
|2200 Channahon Road         |  | Joliet            |  | IL    |  | 1950/2003                                                             |  |                              | 5,175,264  |                            |   | 3.75          |  | 1,380,070                |  | 4.01%                                |  | 100%           |  | 1                
|2200 Channahon Road         |  | Joliet            |  | IL    |  | 1950                                                                  |  |                              | 1,937,004  |                            |   | 3.25          |  | 596,000                  |  | 1.73%                                |  | 100%           |  | 1                
|2200 Channahon Road         |  | Joliet            |  | IL    |  | 1950                                                                  |  |                              | 1,008,720  |                            |   | 3.25          |  | 310,375                  |  | 0.90%                                |  | 100%           |  | 1                
|2200 Channahon Road         |  | Joliet            |  | IL    |  | 1950                                                                  |  |                              | 1,904,820  |                            |   | 3.25          |  | 586,100                  |  | 1.70%                                |  | 100%           |  | 1                
|McHenry County              |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  
|515 Factory Road            |  | Addison           |  | IL    |  | 1965                                                                  |  |                              | 114,720    |                            |   | 4.75          |  | 24,150                   |  | 0.07%                                |  | 100%           |  | 1                
|Milwaukee County            |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  
|1901 Chicory Road           |  | Mt. Pleasant      |  | WI    |  | 1970                                                                  |  |                              | 426,244    |                            |   | 3.25          |  | 131,152                  |  | 0.38%                                |  | 100%           |  | 1                
|                            |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  
|Subtotal 2003 Investments   |  |                   |  |       |  |                                                                       |  | $                            | 15,872,263 |                            |   |               |  | 4,574,239                |  | 13.28%                               |  |                |  | 15               
|                            |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  
|Average                     |  |                   |  |       |  |                                                                       |  |                              |            |                            | $ | 3.47          |  | 304,949                  |  |                                      |  |                |  |                  
|                            |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  
|Previously Owned Properties |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  
|Lake County                 |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  
|620-630 Butterfield Road    |  | Mundelein         |  | IL    |  | 1990                                                                  |  |                              | 248,914    |                            |   | 10.27         |  | 24,237                   |  | 0.07%                                |  | 100%           |  | 1                
|3145 Central Avenue         |  | Waukegan          |  | IL    |  | 1958                                                                  |  |                              | 991,200    |                            |   | 3.39          |  | 292,000                  |  | 0.85%                                |  | 100%           |  | 2                
|28160 N Keith               |  | Lake Forest       |  | IL    |  | 1989                                                                  |  |                              | 331,177    |                            |   | 4.25          |  | 77,924                   |  | 0.23%                                |  | 100%           |  | 1                
|28618 N. Ballard            |  | Lake Forest       |  | IL    |  | 1984                                                                  |  |                              | 298,428    |                            |   | 5.00          |  | 59,688                   |  | 0.17%                                |  | 100%           |  | 1                
|1810-1850 Northwestern Dr   |  | Gurnee            |  | IL    |  | 1977                                                                  |  |                              | 459,508    |                            |   | 3.74          |  | 122,712                  |  | 0.36%                                |  | 100%           |  | 3                
|3849-3865 Swanson Court     |  | Gurnee            |  | IL    |  | 1978                                                                  |  |                              | 387,984    |                            |   | 3.88          |  | 100,000                  |  | 0.29%                                |  | 100%           |  | 2                
|2400 Commerce Drive         |  | Libertyville      |  | IL    |  | 1994                                                                  |  |                              | 298,866    |                            |   | 5.15          |  | 58,021                   |  | 0.17%                                |  | 100%           |  | 1                
|3740 Hawthorne              |  | Waukegan          |  | IL    |  | 1977                                                                  |  |                              | 78,348     |                            |   | 1.99          |  | 39,309                   |  | 0.11%                                |  | 50%            |  | 1                
|3801 Hawthorne              |  | Waukegan          |  | IL    |  | 1972                                                                  |  |                              | 532,467    |                            |   | 2.74          |  | 194,517                  |  | 0.57%                                |  | 90%            |  | 5                
|N.E. Cook County            |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  
|5990 Touhy Avenue           |  | Niles             |  | IL    |  | 1960/1993                                                             |  |                              | 1,414,578  |                            |   | 4.68          |  | 302,378                  |  | 0.88%                                |  | 100%           |  | 3                
|212 Hartrey                 |  | Evanston          |  | IL    |  | 1955/1961                                                             |  |                              | 384,840    |                            |   | 3.00          |  | 128,281                  |  | 0.37%                                |  | 100%           |  | 1                
|2401 Brummel                |  | Evanston          |  | IL    |  | 1950/1997                                                             |  |                              | 235,980    |                            |   | 3.00          |  | 78,658                   |  | 0.23%                                |  | 100%           |  | 1                
|N.W. Cook County            |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  
|900 W. University Drive     |  | Arlington Heights |  | IL    |  | 1974                                                                  |  |                              | 500,277    |                            |   | 5.80          |  | 86,254                   |  | 0.25%                                |  | 100%           |  | 1                
|3450 W. Touhy               |  | Skokie            |  | IL    |  | 1972                                                                  |  |                              | 510,576    |                            |   | 3.74          |  | 136,392                  |  | 0.40%                                |  | 55%            |  | 3                
|6800 N. McCormick           |  | Lincolnwood       |  | IL    |  | 1955                                                                  |  |                              | 1,372,928  |                            |   | 5.56          |  | 247,000                  |  | 0.72%                                |  | 100%           |  | 1                
|3602 N. Kennicott           |  | Arlington Heights |  | IL    |  | 1999                                                                  |  |                              | 438,980    |                            |   | 4.66          |  | 94,300                   |  | 0.27%                                |  | 100%           |  | 1                
|N. Kane County              |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  
|825 Tollgate Road           |  | Elgin             |  | IL    |  | 1989                                                                  |  |                              | 418,703    |                            |   | 5.04          |  | 83,122                   |  | 0.24%                                |  | 100%           |  | 2                
|3620 Swenson Avenue         |  | St. Charles       |  | IL    |  | 1988/1992/1995                                                        |  |                              | 168,750    |                            |   | 3.80          |  | 44,457                   |  | 0.13%                                |  | 100%           |  | 1                
|1750 Lincoln                |  | Freeport          |  | IL    |  | 2001                                                                  |  |                              | 1,573,416  |                            |   | 3.15          |  | 499,200                  |  | 1.45%                                |  | 100%           |  | 1                
|1111 Bowes Road             |  | Elgin             |  | IL    |  | 1994                                                                  |  |                              | 672,288    |                            |   | 4.65          |  | 144,578                  |  | 0.42%                                |  | 100%           |  | 1                
|Chicago O'Hare Area         |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  
|1850 Greenleaf              |  | Elk Grove Village |  | IL    |  | 1965                                                                  |  |                              | 291,199    |                            |   | 4.97          |  | 58,627                   |  | 0.17%                                |  | 100%           |  | 1                
|1400 Busse Road             |  | Elk Grove Village |  | IL    |  | 1975                                                                  |  |                              | 224,773    |                            |   | 1.48          |  | 151,761                  |  | 0.44%                                |  | 13%            |  | 9                
|1201 Lunt Avenue            |  | Elk Grove Village |  | IL    |  | 1971                                                                  |  |                              | 56,400     |                            |   | 7.64          |  | 7,380                    |  | 0.02%                                |  | 100%           |  | 1                
|745 Birginal Road           |  | Bensenville       |  | IL    |  | 1974                                                                  |  |                              | 550,467    |                            |   | 4.86          |  | 113,266                  |  | 0.33%                                |  | 100%           |  | 1                
|2600 Elmhurst Road          |  | Elk Grove Village |  | IL    |  | 1995                                                                  |  |                              | 583,570    |                            |   | 5.56          |  | 105,000                  |  | 0.31%                                |  | 100%           |  | 1                
|10601 Seymour Avenue        |  | Franklin Park     |  | IL    |  | 1963/1970                                                             |  |                              | 2,757,991  |                            |   | 3.93          |  | 700,899                  |  | 2.04%                                |  | 75%            |  | 2                
|                            |  |                   |  |       |  |                                                                       |  |                              |            |                            |   |               |  |                          |  |                                      |  |                |  |                  

10

---

|850 Arthur Avenue            |  | Elk Grove Village |  | IL |  | 1971/1973 |  |  | 165,708   |  |  | 3.90  |  | 42,490    |  | 0.12% |  | 100% |  | 2  |  | ACQ
|---------------------------- |  | ----------------- |  | -- |  | --------- |  |  | --------- |  |  | ----- |  | --------- |  | ----- |  | ---- |  | -- |  | ---
|1100 Chase Avenue            |  | Elk Grove Village |  | IL |  | 1980/1996 |  |  | 140,400   |  |  | 3.37  |  | 41,651    |  | 0.12% |  | 100% |  | 1  |  | ACQ
|2553 North Edgington         |  | Franklin Park     |  | IL |  | 1967/1995 |  |  | 580,195   |  |  | 2.12  |  | 274,303   |  | 0.80% |  | 60%  |  | 2  |  | ACQ
|875 Fargo Avenue             |  | Elk Grove Village |  | IL |  | 1980      |  |  | 363,258   |  |  | 4.41  |  | 82,368    |  | 0.24% |  | 100% |  | 1  |  | ACQ
|1501 Pratt Avenue            |  | Elk Grove Village |  | IL |  | 1973      |  |  | 544,761   |  |  | 3.59  |  | 151,900   |  | 0.44% |  | 100% |  | 2  |  | ACQ
|2801-2881 Busse Road         |  | Elk Grove Village |  | IL |  | 1997      |  |  | 1,210,017 |  |  | 4.82  |  | 251,076   |  | 0.73% |  | 100% |  | 2  |  | BTS
|2525 Busse Road              |  | Elk Grove Village |  | IL |  | 1975      |  |  | 3,671,009 |  |  | 4.14  |  | 887,465   |  | 2.58% |  | 97%  |  | 11 |  | ACQ
|2701-2781 Busse Road         |  | Elk Grove Village |  | IL |  | 1997      |  |  | 1,387,978 |  |  | 5.53  |  | 251,076   |  | 0.73% |  | 100% |  | 2  |  | BTS
|1796 Sherwin                 |  | Des Plaines       |  | IL |  | 1964      |  |  | 694,386   |  |  | 7.29  |  | 95,220    |  | 0.28% |  | 100% |  | 2  |  | ACQ
|2021 Lunt Avenue             |  | Elk Grove         |  | IL |  | 1972      |  |  | 272,364   |  |  | 4.25  |  | 64,157    |  | 0.19% |  | 100% |  | 1  |  | ACQ
|755 Dillon Drive             |  | Wood Dale         |  | IL |  | 1986      |  |  | 341,210   |  |  | 7.12  |  | 47,928    |  | 0.14% |  | 100% |  | 1  |  | ACQ
|201 Oakton                   |  | Des Plaines       |  | IL |  | 1984      |  |  | 758,724   |  |  | 4.74  |  | 160,102   |  | 0.47% |  | 100% |  | 3  |  | ACQ
|O'Hare Express-Phase A-2     |  | Chicago           |  | IL |  | 1997      |  |  | 1,220,303 |  |  | 10.09 |  | 120,971   |  | 0.35% |  | 100% |  | 2  |  | BTS
|O'Hare Express-Phase B-1     |  | Chicago           |  | IL |  | 1997      |  |  | 2,463,510 |  |  | 14.35 |  | 171,685   |  | 0.50% |  | 100% |  | 1  |  | BTS
|1100-40 W. Thorndale         |  | Itasca            |  | IL |  | 1984      |  |  | 220,800   |  |  | 4.60  |  | 48,000    |  | 0.14% |  | 100% |  | 1  |  | ACQ
|737 Fargo Ave.               |  | Elk Grove Village |  | IL |  | 1975      |  |  | 339,650   |  |  | 4.41  |  | 77,015    |  | 0.22% |  | 100% |  | 1  |  | ACQ
|951 Fargo Ave.               |  | Elk Grove Village |  | IL |  | 1973      |  |  | 458,601   |  |  | 4.41  |  | 103,987   |  | 0.30% |  | 100% |  | 1  |  | ACQ
|18801 West Irving Park Drive |  | Chicago           |  | IL |  | 1999      |  |  | 781,882   |  |  | 4.22  |  | 185,280   |  | 0.54% |  | 100% |  | 1  |  | BTS
|O'Hare Express, Phase B-2    |  | Chicago           |  | IL |  | 1999      |  |  | 2,186,458 |  |  | 14.26 |  | 153,345   |  | 0.45% |  | 100% |  | 2  |  | BTS
|600 East Irving Park Rd      |  | Bensenville       |  | IL |  | 1982      |  |  | 67,801    |  |  | 7.02  |  | 9,664     |  | 0.03% |  | 100% |  | 1  |  | ACQ
|514 Express Center Dr        |  | Chicago           |  | IL |  | 2000      |  |  | 2,185,454 |  |  | 11.81 |  | 185,000   |  | 0.54% |  | 100% |  | 1  |  | BTS
|1311 Meacham Avenue          |  | Itasca            |  | IL |  | 1980      |  |  | 480,000   |  |  | 4.22  |  | 113,785   |  | 0.33% |  | 100% |  | 1  |  | ACQ
|800 Hilltop                  |  | Itasca            |  | IL |  | 1968      |  |  |          |  |  |      |  | 51,609    |  | 0.15% |  | 0%   |  | 0  |  | ACQ
|500 Country Club Drive       |  | Bensenville       |  | IL |  | 1974      |  |  | 827,640   |  |  | 2.75  |  | 301,228   |  | 0.88% |  | 100% |  | 1  |  | ACQ
|4200 Victoria Drive          |  | Chicago           |  | IL |  | 1960      |  |  |          |  |  |      |  | 30,382    |  | 0.09% |  | 0%   |  | 0  |  | ACQ
|Near West Suburbs            |  |                   |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|3601 N Runge                 |  | Franklin Park     |  | IL |  | 1962/1968 |  |  | 311,687   |  |  | 2.73  |  | 114,266   |  | 0.33% |  | 100% |  | 1  |  | ACQ
|3400 N Powell                |  | Franklin Park     |  | IL |  | 1961/1980 |  |  | 424,021   |  |  | 3.68  |  | 115,097   |  | 0.33% |  | 100% |  | 1  |  | ACQ
|11140 W Addison              |  | Franklin Park     |  | IL |  | 1961/1965 |  |  | 391,680   |  |  | 3.51  |  | 111,588   |  | 0.32% |  | 100% |  | 1  |  | ACQ
|3434 N. Powell               |  | Franklin Park     |  | IL |  | 1960/1966 |  |  | 352,440   |  |  | 3.88  |  | 90,760    |  | 0.26% |  | 100% |  | 1  |  | ACQ
|1999 N Ruby                  |  | Melrose Park      |  | IL |  | 1952/1962 |  |  | 394,738   |  |  | 3.66  |  | 107,852   |  | 0.31% |  | 100% |  | 1  |  | ACQ
|11550 W. King                |  | Franklin Park     |  | IL |  | 1963      |  |  | 252,394   |  |  | 3.68  |  | 68,663    |  | 0.20% |  | 100% |  | 1  |  | ACQ
|317 W. Lake Street           |  | Northlake         |  | IL |  | 1972      |  |  | 927,920   |  |  | 3.05  |  | 303,935   |  | 0.88% |  | 68%  |  | 2  |  | ACQ
|5200 Proviso                 |  | Melrose Park      |  | IL |  | 1982      |  |  | 72,193    |  |  | 7.22  |  | 10,000    |  | 0.03% |  | 100% |  | 1  |  | ACQ
|4700 Proviso                 |  | Melrose Park      |  | IL |  | 1982      |  |  | 1,916,136 |  |  | 3.10  |  | 618,882   |  | 1.80% |  | 100% |  | 2  |  | ACQ
|5000 Proviso                 |  | Melrose Park      |  | IL |  | 1982      |  |  | 824,550   |  |  | 1.62  |  | 510,000   |  | 1.48% |  | 50%  |  | 1  |  | ACQ
|10700 Waveland Ave           |  | Franklin Park     |  | IL |  | 1973      |  |  | 441,152   |  |  | 3.28  |  | 134,600   |  | 0.39% |  | 100% |  | 1  |  | ACQ
|5700 McDermott Dr            |  | Berkeley          |  | IL |  | 1967      |  |  | 240,243   |  |  | 4.84  |  | 49,612    |  | 0.14% |  | 100% |  | 1  |  | ACQ
|250 Mannheim Road            |  | Hillside          |  | IL |  | 1970      |  |  | 671,172   |  |  | 3.69  |  | 182,122   |  | 0.53% |  | 100% |  | 2  |  | ACQ
|200 Champion Drive           |  | Northlake         |  | IL |  | 1998      |  |  | 1,099,856 |  |  | 4.62  |  | 238,064   |  | 0.69% |  | 100% |  | 1  |  | BTS
|400 North Wolf Road          |  | Northlake         |  | IL |  | 1956/1997 |  |  | 5,152,799 |  |  | 3.35  |  | 1,537,648 |  | 4.47% |  | 100% |  | 4  |  | ACQ
|100 W. Whitehall             |  | Northlake         |  | IL |  | 1999      |  |  | 1,111,476 |  |  | 4.42  |  | 251,584   |  | 0.73% |  | 100% |  | 2  |  | BTS
|7750 Industrial Drive        |  | Forest Park       |  | IL |  | 1973      |  |  |          |  |  |      |  | 77,330    |  | 0.22% |  | 0%   |  | 0  |  | ACQ
|333 Northwest Avenue         |  | Northlake         |  | IL |  | 1968      |  |  | 495,981   |  |  | 3.67  |  | 135,267   |  | 0.39% |  | 100% |  | 1  |  | ACQ
|505 Railroad Avenue          |  | Northlake         |  | IL |  | 1965/1988 |  |  | 625,800   |  |  | 2.20  |  | 284,165   |  | 0.83% |  | 100% |  | 1  |  | ACQ
|West Suburbs                 |  |                   |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|425 N. Villa Ave.            |  | Villa Park        |  | IL |  | 1996      |  |  | 166,860   |  |  | 23.18 |  | 7,198     |  | 0.02% |  | 100% |  | 1  |  | ACQ
|1808 Swift Road              |  | Oakbrook          |  | IL |  | 1998      |  |  | 847,826   |  |  | 5.63  |  | 150,569   |  | 0.44% |  | 100% |  | 1  |  | ACQ
|Central Kane/N. DuPage       |  |                   |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|425 South 37th Avenue        |  | St. Charles       |  | IL |  | 1975      |  |  | 402,113   |  |  | 3.90  |  | 103,106   |  | 0.30% |  | 100% |  | 1  |  | ACQ
|22 W 760 Poss St.            |  | Glen Ellyn        |  | IL |  | 1964      |  |  | 135,960   |  |  | 11.35 |  | 11,976    |  | 0.03% |  | 100% |  | 1  |  | ACQ
|1000 Swanson Dr.             |  | Batavia           |  | IL |  | 1990      |  |  | 191,580   |  |  | 18.07 |  | 10,600    |  | 0.03% |  | 100% |  | 1  |  | ACQ
|1705-75 Hubbard Dr.          |  | Batavia           |  | IL |  | 1985      |  |  | 183,178   |  |  | 4.88  |  | 37,500    |  | 0.11% |  | 100% |  | 2  |  | ACQ
|900 Paramount Pkway.         |  | Batavia           |  | IL |  | 1986      |  |  | 37,500    |  |  | 1.00  |  | 37,500    |  | 0.11% |  | 20%  |  | 1  |  | ACQ
|902 Paramount Pkway          |  | Batavia           |  | IL |  | 1987      |  |  | 68,576    |  |  | 4.43  |  | 15,480    |  | 0.04% |  | 100% |  | 2  |  | ACQ
|950 Paramount Pkway          |  | Batavia           |  | IL |  | 1987      |  |  | 79,722    |  |  | 5.15  |  | 15,480    |  | 0.04% |  | 100% |  | 2  |  | ACQ
|934 Paramount Pkway          |  | Batavia           |  | IL |  | 1987      |  |  | 69,600    |  |  | 7.03  |  | 9,900     |  | 0.03% |  | 100% |  | 1  |  | ACQ
|500 Wall St                  |  | Glendale Heights  |  | IL |  | 1989      |  |  | 589,344   |  |  | 2.67  |  | 221,104   |  | 0.64% |  | 69%  |  | 1  |  | ACQ
|800 Regency Drive            |  | Glendale Heights  |  | IL |  | 1987      |  |  | 507,012   |  |  | 10.51 |  | 48,230    |  | 0.14% |  | 100% |  | 2  |  | ACQ
|625 Willowbrook Centre       |  | Willowbrook       |  | IL |  | 2001      |  |  | 618,213   |  |  | 14.86 |  | 41,600    |  | 0.12% |  | 100% |  | 1  |  | BTS
|Far West Suburbs             |  |                   |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|720 Frontenac                |  | Naperville        |  | IL |  | 1991      |  |  | 526,069   |  |  | 3.06  |  | 171,935   |  | 0.50% |  | 100% |  | 1  |  | ACQ
|820 Frontenac                |  | Naperville        |  | IL |  | 1988      |  |  | 551,172   |  |  | 3.59  |  | 153,604   |  | 0.45% |  | 100% |  | 1  |  | ACQ
|1510 Frontenac               |  | Naperville        |  | IL |  | 1986      |  |  | 409,055   |  |  | 3.90  |  | 104,886   |  | 0.30% |  | 100% |  | 1  |  | ACQ
|1020 Frontenac               |  | Naperville        |  | IL |  | 1980      |  |  | 347,604   |  |  | 3.49  |  | 99,684    |  | 0.29% |  | 100% |  | 1  |  | ACQ
|1560 Frontenac               |  | Naperville        |  | IL |  | 1987      |  |  | 234,110   |  |  | 2.73  |  | 85,608    |  | 0.25% |  | 100% |  | 1  |  | ACQ
|920 Frontenac                |  | Naperville        |  | IL |  | 1987      |  |  | 466,697   |  |  | 3.85  |  | 121,200   |  | 0.35% |  | 100% |  | 1  |  | ACQ
|                             |  |                   |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    

11

---

|1250 Carolina Drive        |  | West Chicago    |  | IL |  | 1988      |  |  | 465,000   |  |  | 3.10  |  | 150,000   |  | 0.44% |  | 100% |  | 1  |  | BTS
|-------------------------- |  | --------------- |  | -- |  | --------- |  |  | --------- |  |  | ----- |  | --------- |  | ----- |  | ---- |  | -- |  | ---
|1 Allsteel Drive           |  | Aurora          |  | IL |  | 1960      |  |  | 2,501,370 |  |  | 2.59  |  | 967,099   |  | 2.81% |  | 89%  |  | 2  |  | ACQ
|2727 West Diehl Road       |  | Naperville      |  | IL |  | 1997      |  |  | 2,355,072 |  |  | 5.35  |  | 440,343   |  | 1.28% |  | 100% |  | 1  |  | BTS
|9714 S. Rt 69              |  | Naperville      |  | IL |  | 1988      |  |  | 216,300   |  |  | 15.82 |  | 13,669    |  | 0.04% |  | 100% |  | 1  |  | ACQ
|Southwest Suburbs          |  |                 |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|5619-25 West 115th Street  |  | Alsip           |  | IL |  | 1974      |  |  | 1,292,400 |  |  | 3.23  |  | 399,511   |  | 1.16% |  | 88%  |  | 2  |  | RDV
|6600 River Road            |  | Hodgkins        |  | IL |  | 1968      |  |  | 1,752,756 |  |  | 2.78  |  | 630,410   |  | 1.83% |  | 100% |  | 1  |  | ACQ
|7447 South Central Avenue  |  | Bedford Park    |  | IL |  | 1975      |  |  | 354,720   |  |  | 3.00  |  | 118,218   |  | 0.34% |  | 100% |  | 1  |  | ACQ
|7525 South Sayre           |  | Bedford Park    |  | IL |  | 1981      |  |  | 606,384   |  |  | 4.92  |  | 123,178   |  | 0.36% |  | 100% |  | 2  |  | ACQ
|11701 South Central Avenue |  | Alsip           |  | IL |  | 1970      |  |  | 1,024,320 |  |  | 3.45  |  | 297,207   |  | 0.86% |  | 100% |  | 2  |  | ACQ
|11601 South Central Avenue |  | Alsip           |  | IL |  | 1970      |  |  | 685,200   |  |  | 2.64  |  | 260,000   |  | 0.76% |  | 100% |  | 1  |  | ACQ
|7633 S. Sayre              |  | Bedford Park    |  | IL |  | 1968      |  |  | 100,260   |  |  | 7.14  |  | 14,039    |  | 0.04% |  | 100% |  | 1  |  | ACQ
|7201 S. Lemington          |  | Bedford Park    |  | IL |  | 1958      |  |  |          |  |  |      |  | 106,800   |  | 0.31% |  | 0%   |  | 0  |  | ACQ
|7200 S. Mason              |  | Bedford Park    |  | IL |  | 1974      |  |  | 616,800   |  |  | 2.97  |  | 207,345   |  | 0.60% |  | 100% |  | 1  |  | ACQ
|6000 W. 73rd               |  | Bedford Park    |  | IL |  | 1974      |  |  | 461,568   |  |  | 3.12  |  | 148,091   |  | 0.43% |  | 100% |  | 2  |  | ACQ
|6751-55 South Sayre Avenue |  | Bedford Park    |  | IL |  | 1974      |  |  |          |  |  |      |  | 242,690   |  | 0.71% |  | 0%   |  | 0  |  | ACQ
|11801 S. Central           |  | Alsip           |  | IL |  | 1985      |  |  | 904,800   |  |  | 3.18  |  | 284,386   |  | 0.83% |  | 100% |  | 1  |  | ACQ
|10047 Virginia Ave.        |  | Chicago Ridge   |  | IL |  | 1994      |  |  | 122,520   |  |  | 3.46  |  | 35,450    |  | 0.10% |  | 61%  |  | 1  |  | ACQ
|9700 Harlem Ave            |  | Bridgeview      |  | IL |  | 1969      |  |  | 392,002   |  |  | 3.88  |  | 101,140   |  | 0.29% |  | 100% |  | 1  |  | ACQ
|6510 West 73rd Street      |  | Bedford Park    |  | IL |  | 1974/1980 |  |  | 800,400   |  |  | 2.59  |  | 309,000   |  | 0.90% |  | 100% |  | 1  |  | ACQ
|7330 Santa Fe              |  | Hodgkins        |  | IL |  | 1979      |  |  | 952,260   |  |  | 4.04  |  | 235,560   |  | 0.68% |  | 100% |  | 2  |  | ACQ
|Chicago South              |  |                 |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|900 East 103rd Street      |  | Chicago         |  | IL |  | 1910/1990 |  |  | 2,086,776 |  |  | 3.94  |  | 529,214   |  | 1.54% |  | 92%  |  | 5  |  | RDV
|3133 East 106th            |  | Chicago         |  | IL |  | 1971      |  |  |          |  |  |      |  | 80,076    |  | 0.23% |  | 0%   |  | 0  |  | ACQ
|4400 South Kolmar          |  | Chicago         |  | IL |  | 1966      |  |  |          |  |  |      |  | 92,000    |  | 0.27% |  | 0%   |  | 0  |  | ACQ
|South Suburbs              |  |                 |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|21399 Torrence Avenue      |  | Sauk Village    |  | IL |  | 1987      |  |  | 856,934   |  |  | 2.30  |  | 372,835   |  | 1.08% |  | 100% |  | 1  |  | ACQ
|2601 Bond Street           |  | University Park |  | IL |  | 1975      |  |  |          |  |  |      |  | 64,000    |  | 0.19% |  | 0%   |  | 0  |  | ACQ
|16951 St. Street           |  | South Holland   |  | IL |  | 1983      |  |  | 166,200   |  |  | 7.39  |  | 22,495    |  | 0.07% |  | 63%  |  | 2  |  | ACQ
|1336 W. New Monee Rd.      |  | Crete           |  | IL |  | 1974      |  |  | 28,800    |  |  | 2.94  |  | 9,788     |  | 0.03% |  | 100% |  | 1  |  | ACQ
|16750 S. Vincennes Ave     |  | South Holland   |  | IL |  | 1970      |  |  | 611,125   |  |  | 3.02  |  | 202,510   |  | 0.59% |  | 100% |  | 1  |  | ACQ
|Far S.W. Suburbs           |  |                 |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|1319 Marquette Drive       |  | Romeoville      |  | IL |  | 1990      |  |  | 297,882   |  |  | 8.20  |  | 36,349    |  | 0.11% |  | 100% |  | 1  |  | BTS
|2301 North Route 30        |  | Plainfield      |  | IL |  | 1972      |  |  | 981,660   |  |  | 3.61  |  | 272,217   |  | 0.79% |  | 100% |  | 2  |  | ACQ
|250 W. 63rd St.            |  | Westmont        |  | IL |  | 1967      |  |  | 185,400   |  |  | 18.11 |  | 10,240    |  | 0.03% |  | 100% |  | 1  |  | ACQ
|1243 Naperville Dr.        |  | Romeoville      |  | IL |  | 1994      |  |  | 315,755   |  |  | 4.29  |  | 73,600    |  | 0.21% |  | 75%  |  | 3  |  | ACQ
|1200-24 Independence Blvd  |  | Romoeville      |  | IL |  | 1983      |  |  | 234,000   |  |  | 5.47  |  | 42,804    |  | 0.12% |  | 100% |  | 1  |  | ACQ
|1265 Naperville Dr.        |  | Romeoville      |  | IL |  | 1996      |  |  | 330,000   |  |  | 4.50  |  | 73,385    |  | 0.21% |  | 100% |  | 2  |  | ACQ
|7000 Monroe St             |  | Willowbrook     |  | IL |  | 1999      |  |  | 602,129   |  |  | 9.98  |  | 60,362    |  | 0.18% |  | 100% |  | 1  |  | ACQ
|145 Tower Dr               |  | Burr Ridge      |  | IL |  | 1968      |  |  | 411,000   |  |  | 6.45  |  | 63,687    |  | 0.19% |  | 100% |  | 1  |  | ACQ
|325 Marmon Drive           |  | Bolingbrook     |  | IL |  | 1989      |  |  | 1,068,000 |  |  | 4.74  |  | 225,311   |  | 0.65% |  | 100% |  | 1  |  | ACQ
|26634 S Center Ind Park Rd |  | Elwood          |  | IL |  | 2003      |  |  | 1,157,400 |  |  | 1.93  |  | 600,000   |  | 1.74% |  | 50%  |  | 1  |  | BTS
|McHenry County             |  |                 |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|875 Diggins Rd.            |  | Harvard         |  | IL |  | 1952      |  |  | 537,381   |  |  | 4.25  |  | 126,304   |  | 0.37% |  | 100% |  | 1  |  | ACQ
|N.W. Indiana               |  |                 |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|425 West 151st Street      |  | East Chicago    |  | IN |  | 1913/1991 |  |  | 435,774   |  |  | 1.19  |  | 366,159   |  | 1.06% |  | 52%  |  | 4  |  | RDV
|201 Mississippi Street     |  | Gary            |  | IN |  | 1945/1988 |  |  | 3,559,444 |  |  | 3.38  |  | 1,052,507 |  | 3.06% |  | 89%  |  | 15 |  | RDV
|1827 North Bendix Drive    |  | South Bend      |  | IN |  | 1964/1990 |  |  | 582,314   |  |  | 2.92  |  | 199,730   |  | 0.58% |  | 100% |  | 1  |  | ACQ
|101 45th Street            |  | Munster         |  | IN |  | 1991      |  |  | 1,331,648 |  |  | 3.80  |  | 350,133   |  | 1.02% |  | 100% |  | 1  |  | ACQ
|One Bridge Street          |  | Gary            |  | IN |  | 2003      |  |  | 100,000   |  |  | 0.24  |  | 425,000   |  | 1.23% |  | 100% |  | 1  |  | RDV
|Milwaukee County           |  |                 |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|7501 North 81st Street     |  | Milwaukee       |  | WI |  | 1987      |  |  | 717,436   |  |  | 3.90  |  | 183,958   |  | 0.53% |  | 100% |  | 1  |  | ACQ
|2003-2201 S. 114th Street  |  | West Allis      |  | WI |  | 1965      |  |  | 740,976   |  |  | 3.04  |  | 243,350   |  | 0.71% |  | 100% |  | 2  |  | ACQ
|4700 Ironwood Drive        |  | Franklin        |  | WI |  | 1998      |  |  | 473,341   |  |  | 3.84  |  | 123,200   |  | 0.36% |  | 100% |  | 1  |  | BTS
|5521 Mill Road             |  | Milwaukee       |  | WI |  | 1960      |  |  | 45,845    |  |  | 1.03  |  | 44,435    |  | 0.13% |  | 44%  |  | 2  |  | ACQ
|70th & Washington          |  | West Allis      |  | WI |  | 1999      |  |  | 538,356   |  |  | 4.74  |  | 113,620   |  | 0.33% |  | 100% |  | 1  |  | ACQ
|11000 Silver Springs Rd.   |  | Milwaukee       |  | WI |  | 1968      |  |  | 580,956   |  |  | 4.56  |  | 127,400   |  | 0.37% |  | 100% |  | 1  |  | ACQ
|3511 W. Green Tree         |  | Milwaukee       |  | WI |  | 1969/1971 |  |  | 336,664   |  |  | 1.96  |  | 172,000   |  | 0.50% |  | 72%  |  | 3  |  | ACQ
|Richards & Vienna          |  | Milwaukee       |  | WI |  | 1999      |  |  | 487,200   |  |  | 4.19  |  | 116,354   |  | 0.34% |  | 100% |  | 1  |  | ACQ
|6600 N. Industrial Rd      |  | Milwaukee       |  | WI |  | 1973      |  |  | 276,291   |  |  | 2.50  |  | 110,400   |  | 0.32% |  | 74%  |  | 2  |  | ACQ
|6333 West Douglas          |  | Milwaukee       |  | WI |  | 1970      |  |  | 106,924   |  |  | 4.18  |  | 25,607    |  | 0.07% |  | 100% |  | 2  |  | ACQ
|7620 South 10th Street     |  | Oak Creek       |  | WI |  | 1970      |  |  | 461,100   |  |  | 3.07  |  | 150,192   |  | 0.44% |  | 100% |  | 1  |  | ACQ
|7020 Parkland Court        |  | Milwaukee       |  | WI |  | 1979      |  |  | 357,480   |  |  | 2.96  |  | 120,879   |  | 0.35% |  | 100% |  | 1  |  | ACQ
|7025 Parkland Court        |  | Milwaukee       |  | WI |  | 1973      |  |  | 658,433   |  |  | 2.91  |  | 226,109   |  | 0.66% |  | 91%  |  | 3  |  | ACQ
|315 Edgerton               |  | Milwaukee       |  | WI |  | 1971      |  |  | 293,100   |  |  | 4.61  |  | 63,580    |  | 0.18% |  | 80%  |  | 2  |  | ACQ
|5211 South 3rd Street      |  | Milwaukee       |  | WI |  | 1973      |  |  | 1,203,061 |  |  | 3.34  |  | 360,000   |  | 1.05% |  | 100% |  | 1  |  | ACQ
|7475 South 6th Street      |  | Oak Creek       |  | WI |  | 1970      |  |  | 660,000   |  |  | 5.50  |  | 119,938   |  | 0.35% |  | 100% |  | 1  |  | ACQ
|                           |  |                 |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    

12

---

|4930 South 2nd Street                                                                            |  | Milwaukee        |             | WI |         | 1972           |  |            | 89,814      |         |   | 1.74  |  | 51,725     |  | 0.15%  |  | 42%  |  | 2 |  | ACQ
|------------------------------------------------------------------------------------------------ |  | ---------------- | ----------- | -- | ------- | -------------- |  | ---------- | ----------- | ------- | - | ----- |  | ---------- |  | ------ |  | ---- |  | - |  | ---
|4950 South 2nd Street                                                                            |  | Milwaukee        |             | WI |         | 1973           |  |            | 82,328      |         |   | 4.24  |  | 19,440     |  | 0.06%  |  | 100% |  | 2 |  | ACQ
|4960 South 2nd Street                                                                            |  | Milwaukee        |             | WI |         | 1971           |  |            | 70,789      |         |   | 3.67  |  | 19,278     |  | 0.06%  |  | 100% |  | 2 |  | ACQ
|5140 South 3rd Street                                                                            |  | Milwaukee        |             | WI |         | 1978           |  |            | 56,098      |         |   | 3.34  |  | 16,800     |  | 0.05%  |  | 100% |  | 3 |  | ACQ
|5144 South 3rd Street                                                                            |  | Milwaukee        |             | WI |         | 1972           |  |            | 77,472      |         |   | 4.04  |  | 19,200     |  | 0.06%  |  | 100% |  | 2 |  | ACQ
|5315 South 3rd Street                                                                            |  | Milwaukee        |             | WI |         | 1979           |  |            | 360,900     |         |   | 3.60  |  | 100,250    |  | 0.29%  |  | 100% |  | 1 |  | ACQ
|5319 South 3rd Street                                                                            |  | Milwaukee        |             | WI |         | 1980           |  |            | 240,047     |         |   | 2.38  |  | 100,800    |  | 0.29%  |  | 100% |  | 2 |  | ACQ
|5110 South 6th Street                                                                            |  | Milwaukee        |             | WI |         | 1972           |  |            | 339,300     |         |   | 5.80  |  | 58,500     |  | 0.17%  |  | 100% |  | 1 |  | ACQ
|4903 South Howell                                                                                |  | Milwaukee        |             | WI |         | 1977           |  |            | 64,368      |         |   | 2.68  |  | 24,000     |  | 0.07%  |  | 30%  |  | 2 |  | ACQ
|4941 South Howell                                                                                |  | Milwaukee        |             | WI |         | 1976           |  |            | 163,509     |         |   | 5.09  |  | 32,115     |  | 0.09%  |  | 100% |  | 2 |  | ACQ
|5050 South 2nd Street                                                                            |  | Milwaukee        |             | WI |         | 1970           |  |            | 230,664     |         |   | 4.65  |  | 49,605     |  | 0.14%  |  | 100% |  | 1 |  | ACQ
|525 Marquette                                                                                    |  | Oak Creek        |             | WI |         | 1979           |  |            | 409,320     |         |   | 3.65  |  | 112,144    |  | 0.33%  |  | 100% |  | 1 |  | ACQ
|300 West Edgerton                                                                                |  | Milwaukee        |             | WI |         | 1970           |  |            | 219,708     |         |   | 5.49  |  | 40,000     |  | 0.12%  |  | 100% |  | 3 |  | ACQ
|5170 South 6th Street                                                                            |  | Milwaukee        |             | WI |         | 1997           |  |            | 654,387     |         |   | 4.01  |  | 163,200    |  | 0.47%  |  | 100% |  | 2 |  | ACQ
|W165 N5830 Ridgewood                                                                             |  | Menomonee Falls  |             | WI |         | 1996           |  |            | 1,403,061   |         |   | 4.68  |  | 300,120    |  | 0.87%  |  | 100% |  | 1 |  | ACQ
|Kenosha County                                                                                   |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|8901 102nd Street                                                                                |  | Pleasant Prairie |             | WI |         | 1990           |  |            | 740,380     |         |   | 7.01  |  | 105,637    |  | 0.31%  |  | 100% |  | 1 |  | ACQ
|8200 100th Street                                                                                |  | Pleasant Prairie |             | WI |         | 1990           |  |            | 620,397     |         |   | 4.18  |  | 148,472    |  | 0.43%  |  | 100% |  | 1 |  | ACQ
|8100 100th Street                                                                                |  | Pleasant Prairie |             | WI |         | 1991           |  |            | 197,959     |         |   | 5.17  |  | 38,290     |  | 0.11%  |  | 100% |  | 1 |  | ACQ
|Waukesha County                                                                                  |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|2900 South 160th Street                                                                          |  | New Berlin       |             | WI |         | 1972/1974/1978 |  |            |            |         |   |      |  | 183,480    |  | 0.53%  |  | 0%   |  | 1 |  | ACQ
|Racine County                                                                                    |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|1333 Grandview Drive                                                                             |  | Yorkville        |             | WI |         | 1997           |  |            | 796,572     |         |   | 3.79  |  | 210,000    |  | 0.61%  |  | 100% |  | 1 |  | ACQ
|1221 Grand View Pkwy                                                                             |  | Yorkville        |             | WI |         | 2000           |  |            | 390,582     |         |   | 4.31  |  | 90,654     |  | 0.26%  |  | 100% |  | 1 |  | ACQ
|Ohio                                                                                             |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|8877 Union Center Rd                                                                             |  | Westchester      |             | OH |         | 1999           |  |            | 5,172,144   |         |   | 6.04  |  | 856,768    |  | 2.49%  |  | 100% |  | 1 |  | ACQ
|2800 Henkle Drive                                                                                |  | Lebanon          |             | OH |         | 1994/1995/1997 |  |            | 393,450     |         |   | 3.00  |  | 131,150    |  | 0.38%  |  | 100% |  | 1 |  | ACQ
|                                                                                                 |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |  
|Subtotal Prevously Owned                                                                         |  |                  |             |    |         |                |  | $          | 111,477,309 |         |   |       |  | 29,847,735 |  | 86.72% |  |      |  |   |  |    
|                                                                                                 |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|Average                                                                                          |  |                  |             |    |         |                |  |            |             |         | $ | 3.73  |  | 173,533    |  | 0.50%  |  |      |  |   |  |    
|                                                                                                 |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|Grand total all warehouse and other industrial properties                                        |  | $                | 127,349,571 |    |         |                |  | 34,421,974 |             | 100.00% |   |       |  | 284        |  |       
|                                                                                                 |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|Average                                                                                          |  | $                | 3.70        |    | 184,075 |                |  |            | 90.7%       |         |   |       | 
|                                                                                                 |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|Grand total all warehouse and other industrial properties excluding out of service at 12/31/2003 |  | $                | 127,349,571 |    |         |                |  | 33,372,825 |             |         |   | 93.9% |  |            |  |       
|                                                                                                 |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|Average                                                                                          |  | $                | 3.82        |    | 182,365 |                |  |            |             |         |   |       | 
|                                                                                                 |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    

---

As of December 31, 2003, the properties at 720 Frontenac, Naperville, Illinois, and a portion of two projects under construction, at
another location were under contract for sale and were therefore classified as held for sale. The expected net sales price for these properties was greater than the carrying amount, so no impairment
was incurred as of the end of the year.

13

---



Land and Properties under Development

The Company has investments in seven uncompleted warehouse and other industrial developments as of December 31, 2003. The Company's developments include
buildings under construction at CenterPoint Intermodal Center, O'Hare North and other areas which are leased and at various stages of completion. The Company and its subsidiaries also own or control
several stand alone land parcels under various stages of development, totaling over 3,000 acres.

Acres

Estimated
Building
AreaO'Hare Express C-2, Chicago, IL

3

52,000Harris & Commerce Drive, Libertyville, IL

5

87,0005480 W. 70th Place, Bedford Park, IL

5

100,0007420 N. 81st St., Milwaukee, WI

6

100,000CenterPoint Business Center, McCook, IL

8

139,000Aurora Corporate Center, Aurora, IL

13

226,000Diehl Rd., Naperville, IL

15

261,000Meacham & Medinah, Itasca, IL

18

50,000Northwest Corporate Park, Elgin, IL

19

331,000California Avenue Business Center, Chicago, IL

20

476,000O'Hare Express North, Chicago, IL

24

407,000Chicago Manufacturing Center, Chicago, IL

30

520,000Jefferson & Aurora Avenue, Naperville, IL

51

890,000Grandview Corporate Park, Racine, WI *

84

1,460,000Gurnee, IL

134

1,500,000Knell Road, Montgomery, IL

169

2,250,000I94/173 Property, Wadsworth, IL

227

2,747,000McCook Metals, McCook, IL

243

3,680,000Kennay Property, Rochelle, IL

362

5,436,000Lakeview Corporate Park, Kenosha, WI

362

6,307,000Island City, Wilmington, IL

720

10,036,000CenterPoint Intermodal Center, Joliet, IL

750

13,068,000Total owned or controlled

3,268

50,123,000


Lease Expirations

The following table shows, as of December 31, 2003, scheduled lease expirations for the Company's warehouse and other industrial properties commencing
January 1, 2004 and for the next ten years, assuming that no tenants exercise renewal options:

|Year Ending December 31 |  | No. of
Leases
Expiring |  | GLA of
Expiring
Leases
(Sq. Ft.) |  | Annualized
Base Rent
Expiring
Leases |            | Average
Base Rent
per Sq Ft
Under
Expiring
Leases |   | % of Total
Properties
GLA
Represented
by Expiring
Leases |  | % of 2003
Base Rent
Represented
by Expiring
Leases |  
|----------------------- |  | ---------------------- |  | -------------------------------- |  | ------------------------------------ | ---------- | ------------------------------------------------- | - | -------------------------------------------------------- |  | -------------------------------------------------- | -
|2004                    |  | 89                     |  | 8,497,332                        |  | $                                    | 28,940,889 |                                                   | $ | 3.41                                                     |  | 24.7                                               | %
|2005                    |  | 40                     |  | 2,726,506                        |  |                                      | 11,267,231 |                                                   |   | 4.13                                                     |  | 7.9                                                | %
|2006                    |  | 48                     |  | 3,256,228                        |  |                                      | 13,191,463 |                                                   |   | 4.05                                                     |  | 9.5                                                | %
|2007                    |  | 32                     |  | 3,511,235                        |  |                                      | 15,213,187 |                                                   |   | 4.33                                                     |  | 10.2                                               | %
|2008                    |  | 27                     |  | 2,789,331                        |  |                                      | 11,685,674 |                                                   |   | 4.19                                                     |  | 8.1                                                | %
|2009                    |  | 21                     |  | 2,016,890                        |  |                                      | 9,366,747  |                                                   |   | 4.64                                                     |  | 5.9                                                | %
|2010                    |  | 9                      |  | 916,046                          |  |                                      | 5,020,040  |                                                   |   | 5.48                                                     |  | 2.7                                                | %
|2011                    |  | 3                      |  | 1,058,136                        |  |                                      | 5,148,613  |                                                   |   | 4.87                                                     |  | 3.1                                                | %
|2012                    |  | 7                      |  | 1,984,779                        |  |                                      | 9,137,995  |                                                   |   | 4.60                                                     |  | 5.8                                                | %
|2013                    |  | 9                      |  | 1,500,377                        |  |                                      | 4,897,351  |                                                   |   | 3.26                                                     |  | 4.4                                                | %

14

---

Options to Purchase Granted to Certain Tenants

The following warehouse and other industrial properties of the Company are subject to purchase options granted to certain tenants as follows:



In
each case, the option price exceeds the Company's current net book value for each such property, and the Company believes that even the untimely exercise of these options would not
have an adverse effect upon the operations of the Company or its ability to maintain its distribution policy.

In
addition to purchase options, the Company has granted to tenants of certain properties a right of first refusal (in the event the Company has received an unsolicited offer from a
third party to purchase the property which the Company desires to accept) or a right of first offer (in the event the Company has not received an unsolicited third party offer for the property but
desires to entertain an offer). As of December 31, 2003, the Company had such clauses in 12 (or 4.2%) of its operating warehouse and other industrial leases.

The Company's Other Properties and Investments

In addition to its warehouse and other industrial properties, the Company owns two retail properties having approximately 22.6 thousand square feet of
leasable space and one parking lot. The Company believes that these properties add to distributable cash flow.

Retail Properties

The following table sets forth certain information regarding the Company's retail properties:

|                                   |  | Year of Acquisition
Last Redevelopment
and/or Expansion (1) |  | Year of
Original
Construction /
Expansion |  | Total
GLA
Sq Ft (2) |  | Percent
of Total
GLA (3) |   | Percent
of GLA
Leased as
of 12/31/03 |   | Annualized
Base Rent
Revenue |         | Average
Rent Per
Sq. Ft. (4) |   | No. of
Tenants
|---------------------------------- |  | ----------------------------------------------------------- |  | ----------------------------------------- |  | ------------------- |  | ------------------------ | - | ------------------------------------ | - | ---------------------------- | ------- | ---------------------------- | - | --------------
|84-120 McHenry Road
Wheeling, IL   |  | 1990/1993                                                   |  | 1989                                      |  | 20,535              |  | 91.1                     | % | 93.92                                | % |                              | 258,697 |                              |   | 12.60         
|351 North Rohlwing Road
Itasca, IL |  | 1993                                                        |  | 1989                                      |  | 2,015               |  | 8.9                      | % | 100.00                               | % |                              | 78,303  |                              |   | 38.86         
|                                   |  |                                                             |  |                                           |  |                     |  |                          |   |                                      |   |                              |         |                              |   |               
|                                   |  |                                                             |  |                                           |  | 22,550              |  | 100.0                    | % |                                      |   | $                            | 337,000 |                              | $ | 14.94         
|                                   |  |                                                             |  |                                           |  |                     |  |                          |   |                                      |   |                              |         |                              |   |               

---

15

---

The tenants of the Company's retail properties are typical of tenants in smaller retail centers in the Chicago region. Generally, the leases
require tenants to pay a fixed base, or "minimum" rent, subject to scheduled increases. Tenants generally are required to pay their proportionate share of common area maintenance charges, insurance
expenses, operating expenses and real estate taxes or their portion of these expenses is included in their base rent.

The
following table shows scheduled lease expirations as of December 31, 2003 for the retail properties commencing January 1, 2004 through lease expiration, assuming no
tenants exercise renewal options.

|Year Ending December 31 |  | No. of
Leases
Expiring |  | GLA of
Expiring
Leases
(Sq. Ft.) |  | Annualized
Base Rent
Expiring
Leases |         | Average
Base Rent
Per Sq. Ft.
Under
Expiring
Leases |   | % of Total
Properties
GLA
Represented
by Expiring
Leases |  | % of 2003
Base Rent
Represented
by Expiring
Leases |  
|----------------------- |  | ---------------------- |  | -------------------------------- |  | ------------------------------------ | ------- | --------------------------------------------------- | - | -------------------------------------------------------- |  | -------------------------------------------------- | -
|2004                    |  | 3                      |  | 9,228                            |  | $                                    | 103,752 |                                                     | $ | 11.24                                                    |  | 40.9                                               | %
|2005                    |  | 2                      |  | 4,560                            |  |                                      | 120,132 |                                                     |   | 26.34                                                    |  | 20.2                                               | %
|2006                    |  | 3                      |  | 6,747                            |  |                                      | 97,982  |                                                     |   | 14.52                                                    |  | 29.9                                               | %
|2009                    |  | 1                      |  | 2,015                            |  |                                      | 78,303  |                                                     |   | 38.86                                                    |  | 9.0                                                | %



As of the end of 2003, the Company owned one parking lot within an industrial park. The parking lot, located at 1207 South Greenwood, Maywood, IL and purchased in
1999, is leased through September of 2005 for a current annual minimum rent of $50,676.

Item 3. Legal Proceedings.

The Company is involved in various legal proceedings but is not subject to or involved in, nor is the Company aware of, any pending or threatened litigation which
it believes could reasonably have a material negative effect on the financial position or results of operations of the Company. For a description of remediation activities currently underway at
certain of the Company's properties, see "Environmental Matters" under Item 1 above.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

16

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a)   The
Company's common shares are listed and traded on the New York Stock Exchange under the symbol "CNT." The following table sets forth, for the periods indicated, the
high and low sale prices of the common shares and the cash distributions paid per common share in such periods.

|Quarterly Period Ending |  | High  |  | Low   |  | Cash
Distribution/Share
|----------------------- |  | ----- |  | ----- |  | -----------------------
|March 31, 2002          |  | 54.54 |  | 48.40 |  | 0.5775                 
|June 30, 2002           |  | 59.41 |  | 53.20 |  | 0.5775                 
|September 30, 2002      |  | 58.69 |  | 49.63 |  | 0.5775                 
|December 31, 2002       |  | 59.49 |  | 51.18 |  | 0.5775                 
|March 31, 2003          |  | 59.25 |  | 53.75 |  | 0.6075                 
|June 30, 2003           |  | 62.58 |  | 57.66 |  | 0.6075                 
|September 30, 2003      |  | 68.30 |  | 61.06 |  | 0.6075                 
|December 31, 2003       |  | 76.99 |  | 66.85 |  | 0.6075                 

As
of March 12, 2004, there were approximately 136 holders of record of the Company's common shares.

The
future availability of funds for distribution will be restricted by certain covenants of the Company's unsecured credit facility; such as the covenant that restricts the total common
dividends to 90% of the Company's funds from operations.

Item 6. Selected Financial Data

The following tables set forth, on a historical basis, Selected Financial Data for the Company. The following table should be read in conjunction with the
historical financial statements of the Company and Item 7, "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION," both included elsewhere in this
Form 10-K.

As
discussed in Note 2 to the consolidated financial statements, on January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." FAS No. 144 retains the basic provisions of Opinion 30 for the presentation of discontinued
operations in the income statement but broadens that presentation to include a component of an entity (rather than a segment of a business). A component of an entity comprises operations and cash
flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity. For purposes of applying FAS No. 144, the Company considers each
operating property to be a component unit. Accordingly, operations of such properties sold or classified as held for sale after December 31, 2001 are shown as discontinued operations. In
addition, operations for such properties for all prior periods presented are required to be reclassified to discontinued operations.

The
Selected Financial Data for the Company is not necessarily indicative of the actual financial position of the Company or results of operations at any future date or for a future
period.

17

---

CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
SELECTED FINANCIAL DATA

|                                                                                                                            |                                                                              | Year Ended December 31,                          |        
|--------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ------------------------------------------------ | -------
|
|
|Operating Data:                                                                                                             |                                                                              |                                                  |        
|Total revenues                                                                                                              |                                                                              | $                                                | 161,423
|                                                                                                                            | Property expenses (1)                                                        |                                                  |        
|                                                                                                                            | Depreciation and other amortization                                          |                                                  |        
|                                                                                                                            | General and administrative                                                   |                                                  |        
|                                                                                                                            | Interest expense:                                                            |                                                  |        
|                                                                                                                            |                                                                              | Interest incurred, net                           |        
|                                                                                                                            |                                                                              | Amortization of deferred financing costs         |        
|                                                                                                                            |                                                                              | Early extinguishment of debt                     |        
|                                                                                                                            | Impairment of asset (2)(3)(4)                                                |                                                  |        
|                                                                                                                            | Provision for income tax (expense) benefit                                   |                                                  |        
|                                                                                                                            | Equity in net income (loss) of affiliate                                     |                                                  |        
|                                                                                                                            |                                                                              |                                                  |        
|Income from continuing operations                                                                                           |                                                                              |                                                  | 31,928 
|                                                                                                                            | Discontinued operations:                                                     |                                                  |        
|                                                                                                                            |                                                                              | Gain or (loss) on sale of real estate            |        
|                                                                                                                            |                                                                              | Income (loss) from operations of sold properties |        
|                                                                                                                            | Gain on sale of real estate, net of tax                                      |                                                  |        
|                                                                                                                            | Cumulative effect of change in accounting principle, net of tax              |                                                  |        
|                                                                                                                            |                                                                              |                                                  |        
|Net income                                                                                                                  |                                                                              |                                                  | 84,584 
|                                                                                                                            | Preferred dividends                                                          |                                                  |        
|                                                                                                                            |                                                                              |                                                  |        
|Net income available to common shareholders                                                                                 |                                                                              | $                                                | 74,985 
|                                                                                                                            |                                                                              |                                                  |        
|Basic EPS:                                                                                                                  |                                                                              |                                                  |        
|                                                                                                                            | Income available to common shareholders from continuing operations           |                                                  | $      
|                                                                                                                            | Discontinued operations                                                      |                                                  |        
|                                                                                                                            | Cumulative effect of change in accounting principle                          |                                                  |        
|                                                                                                                            |                                                                              |                                                  |        
|                                                                                                                            | Net income available to common shareholders                                  |                                                  | $      
|                                                                                                                            |                                                                              |                                                  |        
|Diluted EPS:                                                                                                                |                                                                              |                                                  |        
|                                                                                                                            | Income available to common shareholders from continuing operations           |                                                  |        
|                                                                                                                            | Discontinued operations                                                      |                                                  |        
|                                                                                                                            | Cumulative effect of change in accounting principle                          |                                                  |        
|                                                                                                                            |                                                                              |                                                  |        
|                                                                                                                            | Net income available to common shareholders                                  |                                                  | $      
|                                                                                                                            |                                                                              |                                                  |        
|Proforma results of operations assuming new method of accounting for certain developer notes was applied retroactively (5): |                                                                              |                                                  |        
|                                                                                                                            | Net income                                                                   |                                                  | $      
|                                                                                                                            |                                                                              |                                                  |        
|                                                                                                                            | Basic EPS:                                                                   |                                                  |        
|                                                                                                                            |                                                                              | Net income available to common shareholders      |        
|                                                                                                                            |                                                                              |                                                  |        
|                                                                                                                            | Diluted EPS:                                                                 |                                                  |        
|                                                                                                                            |                                                                              | Net income available to common shareholders      |        
|                                                                                                                            |                                                                              |                                                  |        
|Balance Sheet Data (End of Period):                                                                                         |                                                                              |                                                  |        
|                                                                                                                            | Investment in real estate (before accumulated depreciation and amortization) |                                                  | $      
|                                                                                                                            | Real estate held for sale, net of depreciation                               |                                                  |        
|                                                                                                                            | Net investment in real estate                                                |                                                  |        
|                                                                                                                            | Total assets                                                                 |                                                  |        
|                                                                                                                            | Total debt                                                                   |                                                  |        
|                                                                                                                            | Shareholders' equity                                                         |                                                  |        

18

---

SELECTED FINANCIAL DATA, CONTINUED

|                                                      |                | Year Ended December 31, |                           
|----------------------------------------------------- | -------------- | ----------------------- | --------------------------
|
|
|Other Data:                                           |                |                         |                           
|                                                      | EBITDA (6)     |                         | $                         
|                                                      | Net cash flow: |                         |                           
|                                                      |                | Operating activities    |                           
|                                                      |                | Investing activities    |                           
|                                                      |                | Financing activities    |                           
|                                                      |                |                         | Preferred dividends       
|                                                      |                |                         | Common dividends          
|                                                      |                |                         | Common dividends per share
|Return of capital portion of distribution             |                |                         |                          
|Number of properties owned at the end of the
year (7) |                |                         | 190                       

---

19

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RECONCILIATION OF NET INCOME AVAILABLE TO COMMON SHAREHOLDERS TO EBITDA

|                                            |                                                            | Year Ended December 31,                                   
|------------------------------------------- | ---------------------------------------------------------- | ----------------------------------------------------------
|
|
|Net income available to common shareholders |                                                            | $                                                         
|                                            | Add back/(deduct)                                          |                                                           
|                                            |                                                            | Preferred dividends                                       
|                                            |                                                            | Interest incurred, net                                    
|                                            |                                                            | Depreciation and amortization                             
|                                            |                                                            | Amortization of deferred financing costs                  
|                                            |                                                            | Early extinguishment of debt                              
|                                            |                                                            | Provision for income tax expense                          
|                                            |                                                            | Provision for income tax expense from gain on sale of real
|                                            |                                                            | Cumulative effect of change in accounting principle       
|Discontinued Operations                     |                                                            |                                                           
|                                            | Interest incurred, net                                     |                                                           
|                                            | Depreciation and amortization                              |                                                           
|                                            | Provision for income tax expense from operations           |                                                           
|                                            | Provision for income tax expense from gain on sale of real |                                                           
|                                            |                                                            |                                                           
|EBITDA                                      |                                                            | $                                                         
|                                            |                                                            |                                                           

|                                                               |  | 2003 |   | 2002 |   | 2001 |   | 2000 |   | 1999 |  
|-------------------------------------------------------------- |  | ---- | - | ---- | - | ---- | - | ---- | - | ---- | -
|Number of properties in operating results, beginning of period |  | 190  |   | 178  |   | 167  |   | 182  |   | 127  |  
|Properties acquired                                            |  | 13   |   | 28   |   | 14   |   | 20   |   | 61   |  
|Developments completed                                         |  | 2    |   | 3    |   | 5    |   | 2    |   | 3    |  
|Consolidation of CRS                                           |  |     |   |     |   | 10   |   |     |   |     |  
|Property dispositions                                          |  | (15  | ) | (19  | ) | (18  | ) | (37  | ) | (9   | )
|Number of properties in operating results, end of period       |  | 190  |   | 190  |   | 178  |   | 167  |   | 182  |  

20

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operation.

The following is a discussion of the historical operating results of the Company. This discussion should be read in conjunction with the Financial Statements and
the information set forth under Item 6, "SELECTED FINANCIAL DATA," found in this Form 10-K.

CenterPoint Strategy

CenterPoint is focused on maximizing total shareholder returns through customer-driven management, investment, development, and redevelopment of warehouse,
distribution, light manufacturing, intermodal parks and air freight buildings. The Company seeks to serve the changing space needs of new and existing customers. The Company's operating results
primarily include operating income from the Company's investment portfolio, gains from dispositions and fee income from developments.

A
cornerstone of this strategy is the consistent redeployment of its capital. The Company seeks to fund new investment with disposition proceeds from the sale of stabilized assets, or
those offering lower potential returns relative to their market value. Each year the Company expects to sell 10% to 20% of its assets (or more if an attractive opportunity arises). These dispositions,
together with retained cash flow, fund much of the Company's capital requirements. CenterPoint believes its capital "recycling" discipline lowers its cost of capital through increased funding
flexibility.

2003 Investment Activity

In 2003, the Company acquired or completed the development of 15 properties, totaling 4.6 million square feet, and acquired 765.0 acres of unimproved land.
To fund a majority of these new investments, as well as construction in progress, aggregating $177.4 million, the Company "recycled" $73.5 million in proceeds from the sale of 15
properties, and 14 land parcels, and the Company generated $56.5 million in proceeds from the sale of a 62.5% interest in the BNSF
leased land. The total net increase in the Company's owned warehouse and other industrial properties was 3.6 million square feet of buildings or 11.6%.

The
Company carefully monitors its investment, disposition and other operating activity to ensure its continuing qualification as a REIT under applicable laws. Intended short term
property investments and other activities whose sale may have an adverse impact on the Company's REIT status are undertaken by the Company's taxable REIT subsidiary, CRS or other taxable affiliates of
the Company.

CenterPoint's Development Pipeline

The Company's financial results include the Company's property development and redevelopment activities. These projects require the incurrence of substantial
capital costs and related expenses in advance of rental income. As of December 31, 2003, the Company and its subsidiaries had $150.1 million of development costs invested in projects,
including 1,355 acres of owned land for future development at the Company's current industrial parks (CenterPoint Intermodal Center, Kenney property at Rochelle, Illinois next to the Union Pacific
intermodal yard, and McCook Metals at McCook, Illinois), seven buildings totaling 1.7 million square feet and other projects in early stages of development. At the end of 2003, the Company or
its affiliates hold $121.0 million of tax increment financing ("TIF") developer notes relating to these projects, of which $111.6 million is reserved against due to the uncertainty over
collection of the underlying taxes. These notes, with tax exempt interest rates ranging from 9% to 10% are expected to be reimbursed from new real estate tax revenues resulting from project
completion.

21

---

CenterPoint Venture

The Company owns 25% of CenterPoint Venture. The Company provides property management and administrative services for the Venture, and also earns fees on the
acquisitions and dispositions completed by the Venture. During 2003, the Venture acquired or completed the development of six properties totaling $36.9 million. The Venture disposed of three
properties and one land parcel totaling $24.6 million. Also in 2003, CalEast, CenterPoint's partner in the Venture, invested $109.0 million in six properties leased to The Home
Depot, Inc., totaling 2.6 million square feet, and the Company advanced $78.2 million of this investment in the form of an unsecured note receivable. Subsequently, CalEast sold
three of the buildings and repaid a portion of the note receivable. As of December 31, 2003, CenterPoint Venture owned 17 warehouse and other industrial properties, totaling 2.4 million
square feet, which were 76.9% leased.

Chicago Manufacturing Campus

At December 31, 2003, CMC (a development joint venture between CenterPoint and Ford Land) owned four warehouse and other industrial buildings, totaling
1.6 million square feet, all 100% leased to Ford suppliers. This supplier park adjacent to the Ford Chicago plant is owned 51% by CenterPoint and 49% by Ford Land, but Ford Land has the option
to require CenterPoint to invest as much as 59% of costs. The Company earns development fees for construction related activities.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with GAAP, which requires the Company to make certain estimates and assumptions. A summary of the
Company's significant accounting policies is provided in Note 2 to the consolidated financial statements. The following section is a summary of certain aspects of those accounting policies that
require management estimates and judgment.



22

---



In
cases of impairment, the asset will be reduced to its fair value based on the property's estimated discounted future cash flows. The amount of the reduction is recorded as an operating expense,
impairment of asset.

Results of Operations

Adoption of FAS No. 144

As mentioned above, in 2002, CenterPoint adopted FAS No. 144. This standard requires the Company to report the operations from sold properties and
properties classified as held for sale after January 1, 2002 as discontinued operations, net of tax for all periods presented. In addition, all gains or losses on sales of operating properties
not identified as held for sale at December 31, 2001 must be shown in discontinued operations, net of tax.

23

---

Comparison of Year Ended December 31, 2003 to Year Ended December 31, 2002

Revenues

Total
revenues increased $11.7 million or 7.8% over the same period last year due to increased earnings from minimum rents, straight-line rents, expense reimbursements
and mortgage interest income (operating and investment revenue) which increased with strengthening market conditions.

In
the twelve months of 2003, 92.6% of total revenues of the Company were derived primarily from operating and investment revenue, pursuant to the terms of tenant leases and mortgages
for occupied space at the warehouse and other industrial properties. In 2002, operating and investment revenue as a percentage of total revenues was 91.8%. Operating and investment revenues increased
$11.9 million due to increased occupancy and strengthening economic conditions. The Company's occupancy rate on in-service properties increased to 93.8%, compared to 91.3% a year
ago. Also, in 2003, the Company leased 65.5% of all 2003 scheduled lease expirations or approximately 2.6 million square feet at an average rental rate increase of 2.9% on a GAAP basis, but a
decrease of 4.2% on a cash basis. In order to capitalize on the strengthening leasing activity, the Company provided early term leasing incentives to certain tenants in order to avoid vacancy.

Real
estate fee income decreased $0.2 million. This slight difference was due to a greater number and larger dollar amount of projects earning development fees in 2002 compared to
2003. In 2003, the Company earned development fees from completing construction of the large rail
facility in Rochelle, Illinois for the Union Pacific and completing the four buildings at CMC, in addition to several other fees.

Operating
and Nonoperating Expenses

Real
estate tax expense and property operating and leasing ("POL") expense, combined, increased by $8.9 million from year to year. Real estate taxes increased by
$2.8 million due mainly to taxes on 2003 investments. The following is a breakdown of the composition of the Company's property operating and leasing costs.

Year Ended
December 31,2003

2002(in thousands)Property operating includes property repairs & maintenance, utilities, and other property, bad debt and tenant related costs

$
13,523

$
11,235Property management includes property management and portfolio construction costs


5,472


4,705Asset management includes the cost of property management executives, accounting, acquisitions, dispositions, development and management information systems


10,962


7,984Total property operating and leasing

$
29,957

$
23,924


POL
costs include operating costs for property management, investment and dispositions, accounting and information systems personnel, consistent with the Company's active portfolio
management and investment focus. Property operating and leasing costs increased in 2003 mainly due to the early vesting of Company stock grants and the resulting recognition of $3.5 million in
expense. In 2002, POL costs included $1.4 million in expense from the vesting of a previous batch of stock grants. The remainder of the increase in POL was due to increased payroll and related
costs and increased costs incurred on the properties, including increased property insurance due to raising

24

---

rates,
increased snow plowing costs due to greater snowfall in 2003 and increased utilities due to natural gas costs. In connection with development projects and non-operating property
acquisitions, the Company capitalized expenses of $2.1 million and $1.7 million in 2003 and 2002, respectively that would normally be included in POL costs.

General
and administrative expenses increased by $1.7 million due to the early vesting of management stock grants and the corresponding recognition of $0.8 million in
expense, increased payroll and related costs and increased legal and corporate compliance costs. The payroll and related costs increase on current employees was largely due to achieving high
performance goals. The legal costs are attributable to the collection efforts related to certain bankruptcy claims, certain legal defense efforts and the Company's evaluation and compliance with new
laws and regulations governing public companies. Expenses associated with corporate administration, finance and investor relations are included in the Company's general and administrative expense.

Depreciation
and amortization increased $2.7 million or 8.5% when comparing 2003 and 2002 due to depreciation and amortization on 2003 investments.

Interest
incurred decreased by $3.6 million over the same period last year due to lower interest rates despite higher average debt balances in 2003 when compared to 2002
($773.6 million in 2003 compared to $667.9 million in 2002). In 2003, the Company's weighted average rate including financing costs was 4.5% compared to 6.0% in 2002. The repayment of
$150.0 million in 7.9% unsecured bonds in January of 2003 contributed to this reduction. In connection with development projects under construction, the Company capitalized $8.6 million
and $8.4 million of interest in 2003 and 2002, respectively.

Amortization
of deferred financing costs increased slightly when comparing periods due mainly to a full period of amortization costs associated with new debt issued in 2002 and a partial
period of amortization on the 2003 debt issuance. Both of these issuances included interest rate lock settlements of $6.2 million and $1.0 million for 2002 and 2003, respectively. These
costs are amortized over the term of the debt.

In
2002, the Company recorded an impairment expense for a 64 acre land parcel located in a retail and commercial district of Naperville, Illinois which went under contract for sale.
Since the carrying value of this land was greater than the expected net sales proceeds, the Company recorded a $1.2 million impairment of this asset. The decline in value is attributable to
weakening market conditions for retail land. There was no similar impairment recorded in 2003.

The
provision for income tax expense decreased by $0.3 million when comparing periods due largely to lower development fees which were earned by CRS, the Company's taxable REIT
subsidiary, in 2003 compared to 2002.

Equity
in net income of affiliates increased $0.3 million when comparing periods, due to a partial period of income from 2003 investments and development deliveries on the Venture
and CMC in 2003 compared to 2002.

Due
to the implementation of FAS 144, discussed previously, the gain/loss from the sale of operating properties and the net income earned on operating properties sold are
classified as discontinued operations. Gains on the sale of real estate from discontinued operations increased by $6.9 million due to the sale of higher book gain properties in 2003 compared to
2002. For 2003, this category includes gains on the sale of 15 operating properties sold in 2003 compared to 16 operating properties sold in 2002. This increase in discontinued operations gains is
offset by non-discontinued operations gains mentioned below. Also, the 2003 and 2002 net income from these sold operating properties was classified here, which decreased only slightly.

25

---

Gains
on the sale of real estate from non-operating properties decreased by $7.3 million when comparing periods. When non-operating gains and operating
gains are combined for comparison purposes, gains in total decreased only slightly.

As
referenced above, in 2003 the Company changed its accounting policy when accounting for the developer notes at properties where the sole source of tax increment is provide by Company
owned land parcels. This change in accounting affected the Company's accounting for sold CIC properties and CIC properties which had operations in 2002. Therefore, the Company recorded income from the
cumulative effect of the change in accounting principle due to the $5.9 million increased gain relating to sold CIC properties and the $0.6 million real estate tax abatement on operating
CIC properties.

Preferred
dividends decreased $0.5 million due to savings resulting from the 2003 redemption of the Company's 8.48% Series A Cumulative Redeemable Preferred Shares of
Beneficial Interest ("Series A Preferred Shares"). This savings was partially offset by the application of $3.1 million in original offering costs relating to the Series A
Preferred Shares to preferred dividends.

Net Income and Other Measures of Operations

Net income available to common shareholders increased $9.7 million or 14.8% due to a full period of 2002 investments and a partial period of 2003
investments (which increased operating and investing revenue greater than property operating expenses), interest savings, the cumulative effect of change in accounting principle and the impairment of
real estate held for sale in 2002, as mentioned above.

Earnings before Interest, Income Taxes Depreciation and Amortization

EBITDA remained nearly constant at $144.9 million in 2003, compared to $146.2 million in 2002. EBITDA was stagnate while net income available to
common shareholders increased because interest expense savings were a significant portion of the increase in earnings and interest is excluded from EBITDA. EBITDA also excludes the $6.5 million
cumulative effect of change in accounting principle in 2003. For a reconciliation of EBITDA to net income available to common shareholders, see Item 6, note 6.

Comparison of Year Ended December 31, 2002 to Year Ended December 31, 2001

Revenues

Total
revenues increased $2.2 million or 1.5% over 2001 due to increased fee income from development activities earned in 2002, offsetting a decrease in rental revenues and other
investment income attributable to an increase in portfolio vacancy due to weaker market conditions.

In
the twelve months of 2002, 91.8% of total revenues of the Company were derived primarily from operating and investment revenue, pursuant to the terms of tenant leases and mortgages
for occupied space at the warehouse and other industrial properties. In 2001, operating and investment revenue as a percentage of total revenues was 98.2%. Operating and investment revenues decreased
$7.4 million due to increased vacancies, reduced rental increases attributable to weak economic conditions and the reclassification of income from operating properties disposed. Due to the soft
market, the Company's occupancy rate on in-service properties dropped to 91.3% in 2002, compared to 92.5% in 2001.

Real
estate fee income increased $9.6 million due mainly to increased development activity and related fees earned in 2002 at the Company's Chicago International Produce Market
and CIC. As a developer, the Company also commenced construction of a large rail facility in Rochelle, Illinois for Union Pacific.

26

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Operating
and Nonoperating Expenses

Real
estate tax expense deceased only slightly and POL expense increased by $2.4 million from year to year. The following is a breakdown of the composition of the Company's POL
costs.

Year Ended
December 31,2002

2001(in thousands)Property operating includes property repairs & maintenance, utilities, and other property, bad debt and tenant related costs

$
11,235

$
12,155Property management includes property management and portfolio construction costs


4,705


4,197Asset management includes the cost of property management executives, accounting, acquisitions, dispositions, development and management information systems


7,984


4,877Total property operating and leasing

$
23,924

$
21,229


POL
costs increased mainly due to the early vesting of Company stock grants and the resulting recognition of nearly $1.4 million in expense. The remainder of the increase between
years was due mainly to increased payroll and related costs. In connection with development projects and non-operating property acquisitions, the Company capitalized expenses of
$1.7 million and $1.4 million in 2002 and 2001, respectively that would otherwise be included in POL costs.

General
and administrative expenses increased by $1.5 million due to the early vesting of management stock grants and the corresponding recognition of $0.3 million in
expense and increased legal and corporate compliance costs. These legal costs are attributable to the collection efforts related to the Company's claim in the HALO and other bankruptcies and the
Company's evaluation and compliance with new laws and regulations governing public companies.

Depreciation
and amortization remained nearly constant when comparing 2002 and 2001.

Interest
incurred decreased by $3.9 million over the same period last year due to lower interest rates and lower debt balances in 2002 when compared to 2001 attributable to
reduced development activities and due to the reclassification of interest expense to discontinued operations for the BNSF leased land which had debt which was sold with the property. In connection
with development projects under construction, the Company capitalized $8.4 million and $7.4 million of interest in 2002 and 2001, respectively.

Amortization
of deferred financing costs decreased when comparing periods due mainly to the decrease in amortization expense from debt retired in 2001, associated with the sale of the
Company's residential property, Lake Shore Dunes Apartments.

In
2001, the Company incurred a loss from the early extinguishment of debt of $1.6 million upon the early retirement of debt for Lake Shore Dunes mentioned above. A
$21.3 million mortgage note payable that was collateralized by the property was assumed by the new owner and the unamortized financing costs were written off. This charge was originally
recorded as an
extraordinary item, but has been reclassified to an operating expense in accordance with FAS No. 145.

In
2002, the Company recorded an impairment of $1.2 million, previously mentioned. In 2001, CenterPoint had a 267,344 square foot office property held for sale. When the Company
announced its intention to sell the property, the Company recognized a $38.0 million impairment of this asset based on management's estimate of the fair value of the asset less costs to
dispose.

27

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The provision for income tax expense increased by $2.1 million when comparing periods due largely to increased development fees which were earned by CRS, the Company's taxable
REIT subsidiary.

Equity
in net income of affiliates decreased $1.3 million when comparing periods, due to decreased volume of Venture transactions in 2002 when compared to 2001. In 2002, the
Venture acquired five properties, completed three developments and disposed of only three properties. In 2001, the Venture acquired three properties and disposed of six properties.

As
mentioned above, discontinued operations includes both the gain or loss from the sale of operating properties and the income or loss from operations of those properties in accordance
with FAS No. 144. This standard was adopted as of January 1, 2002. Therefore, all gains on the sale of 34 operating properties completed since January 1, 2002 are categorized here
(with the exception of properties held for sale as of December 31, 2001). Also, the 2002 and 2001 net income from these properties sold in 2002 is categorized here.

Pre-2002,
all gains on the sale of real estate are classified separately from discontinued operations. Starting in 2002, this category includes only gains and losses on the
sale of properties that never had operations or identifiable cash flows and assets held for sale prior to 2002. For 2002, this category decreased by $17.2 million compared to 2001 because 2002
includes the gain associated with the sale of one property held for sale at the end of 2001 and two completed developments compared to the 18 operating properties and three land parcels sold in the
2001.

Net
Income and Other Measures of Operations

Net
income available to common shareholders increased $47.4 million or 264.7% mainly due to the large impairment of real estate held for sale in 2001. Before this charge, net
income increased $9.4 million or 16.8 due to the growth of the Company through the net acquisition of warehouse and other industrial real estate and increased gains on the sale of real estate.

Earnings before Interest, Income Taxes, Depreciation and Amortization

EBITDA increased 47.2% from $99.3 million in 2001 to $146.2 million in 2002 due mainly to the 2001 impairment charge. Exclusive of the 2001
impairment of $38.0 million, the Company's EBITDA increased 6.6% due to increased gains and fee income in 2002.

Related
Party Transactions

The
Company earned fees from the Venture totaling $2.3 million, $0.5 million and $0.8 million for acquisitions, administrative services and for property management
services for the years ended December 31, 2003, 2002 and 2001, respectively. At December 31, 2003 and 2002, the Company had $0.1 million and $0.1 million, respectively,
receivable for these fees.

One
of the properties disposed of in the first quarter of 2002 was sold to Nicholas C. Babson, a trustee of the Company, for a total sale price of $8.2 million and a gain of
$2.9 million. The sale was approved by a unanimous vote from the remaining trustees based on the advantages of the sale to the Company. The sale price was greater than the value of the property
established by an independent appraisal.

15
of the 28 properties acquired in 2002 were purchased for approximately $44.5 million from CalEast.

During
2001, the Company sold land to the Venture for a total sale price of $3.7 million. The total gain on the sale was $0.2 million, of which $41 thousand was
deferred due to the Company's 25% ownership.

28

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During
2001, the Company purchased a property from the Venture for a purchase price of $2.9 million. The Venture's gain on this sale was $0.2 million. The Company
eliminated its pro rata portion of the Venture's gain in the calculation of the Company's equity in income from the Venture's activities.

Liquidity and Capital Resources

Operating
Cash Flow and Capital Recycling

Cash
flow generated from Company operations has historically been utilized for working capital purposes and distributions. Proceeds from asset dispositions, supplemented by retained cash
flows, and from unsecured financings and infrequent capital raises, have been used to fund acquisitions and other capital investments. Cash flow from operations during 2003 was $74.2 million,
which was greater than the $62.8 million in common and preferred distributions. The Company expects operating cash flow and capital recycling activities to be sufficient to fund distributions
and a significant portion of future investment activities.

In
2003, the Company's investment activities included acquisitions of $130.6 million, advances for owned construction in progress of $46.8 million, and improvements and
additions to properties of $17.8 million. These activities were funded with proceeds from the disposition of real estate of $73.5 million, advances on the Company's lines of credit and a
portion of the Company's retained capital. Turnover, or the annual volume of sales, is driven by the volume of available higher yielding new investments. Management believes the systematic
redeployment of capital from lower into better yielding assets not only offsets the requirement for external capital, providing improved funding flexibility, but enhances cash flow.

Equity
and Share Activity

During
2003, the Company paid distributions on common shares of $56.5 million or $2.43 per share. Also, in 2003, the Company paid dividends on the Series A Preferred Shares
of $2.2 million or $2.12 per share, $3.7 million for dividends on its 7.5% Series B Convertible Cumulative Preferred Shares or $3.75 per share and $0.4 million or $0.184
per share on its Series C Preferred Shares. The Series A and C Preferred Shares were redeemed in 2003. The following factors, among others, will affect the future availability of funds
for distribution: (i) scheduled increases in base rents under existing leases, (ii) changes in minimum base rents attributable to replacement of existing leases with new or replacement
leases (iii) restrictions under certain covenants of the Company's unsecured line of credit (such as the requirement to distribute no more than 90% of the Company's funds from operations) and
(iv) terms of future debt agreements.

Debt
Capacity

The
Company seeks to maintain capacity substantially in excess of anticipated requirements, considering all available funding sources. At December 31, 2003, the Company's debt
constituted approximately 31.46% of its total market capitalization. Also, the Company's earnings before interest, taxes, depreciation and amortization, ("EBITDA") to debt service coverage ratio
increased from the prior year to 5.8 to 1, and the Company's EBITDA to fixed charge coverage ratio was 4.2 to 1 due to preferred dividends. The Company's common equity market capitalization was
approximately $1.7 billion, and its fully diluted total market capitalization was approximately $2.7 billion.

Liquidity

The
Company believes it has adequate liquidity and capital resources available to meet its current needs. On June 30, 2003, the Company renewed its $350.0 million unsecured
credit facility. The Company also has access to capital through the Venture that maintains a $120.0 million line of credit subscription facility. The interest rate on the new facility is LIBOR
plus 80 basis points and the

29

---

new
facility expires on June 30, 2006. The participants in the credit facility include: Bank One Capital Markets, Inc., as sole Lead Arranger/Book Manager, Bank One NA, as Administrative
Agent and Lender, Bank of America, N.A. as Syndication Agent and Lender, Wachovia Bank, National Association, as Syndication Agent and Lender, Commerzbank AG, New York Branch, as Documentation Agent
and Lender, Suntrust Bank, as Managing Agent and Lender, and several other lenders from time to time parties thereto.

In
addition to its line of credit, the Company supplements internally generated funds from disposition activities and retained cash flow with proceeds from long term financings. The
following are transactions concluded in 2003 that contributed to the Company's liquidity:



Risks,
Uncertainties and Capital Opportunities

The
Company has considered its short-term (one year or less) capital needs, in conjunction with its estimated future cash flow from operations and other expected sources. The
Company believes that its ability to fund operating expenses, building improvements, debt service requirements and the minimum distribution required to maintain the Company's REIT qualification under
the Internal Revenue Code, will be met by recurring operating and investment revenue and other real estate income.

The
Company's operating cash flows face the following significant risks and uncertainties:



Long-term
(greater than one year) capital needs for property acquisitions, scheduled debt maturities, major redevelopment projects, expansions, and construction of
build-to-suit properties will be supported, initially by disposition proceeds, supplemented by draws on the Company's unsecured line of credit, followed by the issuance of
long-term unsecured indebtedness and if necessary equity issuance.

30

---

The
Company faces the following significant risks and uncertainties related to its long term liquidity and capital resources:



Inflation

Inflation
has not had a significant impact on the Company because of the relatively low inflation rates in the Company's markets of operation. Most of the Company's leases require the
tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing the Company's exposure to increases in costs and operating
expenses resulting from inflation. In addition, many of the leases are for remaining terms less than five years which may enable the Company to replace existing leases with new leases at higher base
rental rates if rents of existing leases are below the then-existing market rate.

Contractual Obligations

The following table discloses aggregate information about the Company's contractual obligations and the periods in which payments are due. The Company has
excluded information on its purchase of maintenance services for its operating properties. The maintenance agreements are not long-term in nature.

|                                |  | Payments due by period
|------------------------------- |  | ----------------------
|
|
|Long term debt obligations (1)  |  | $                     
|Operating and lease obligations |  |                       
|Purchase obligations (2)        |  |                       
|Long-term liabilities           |  |                       
|                                |  |                       
|Total                           |  | $                     
|                                |  |                       

---

31

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Off-Balance Sheet Financings

The Company has no material off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Recent Pronouncements

On December 24, 2003, FASB Interpretation No. 46 (revised December 2003),"Consolidation of Variable Interest
Entities"an interpretation of ARB 51 ("FIN 46R") was issued. FIN 46R includes modifications that have been incorporated directly into the revised FIN 46, rather
than into a new interpretation that amends FIN 46. FIN 46R incorporated much of the guidance previously issued in the form of FASB Staff Positions ("FSPs"). The Company is required to apply FIN 46R to
all of its investments that are subject to FIN 46R no later than the end of the first reporting period that ends after March 15, 2004. However, the Company is required to apply the provisions
of FIN 46 or FIN 46R to investments in entities that are considered to be special-purpose entities December 31, 2003. The Company does not have any investments in entities that are considered
special-purpose entities as of December 31, 2003. The Company does not expect its evaluation of its investments that will be subject to FIN 46R for the quarter ended March 31, 2004 to
result in the consolidation of any entities. FIN 46 and FIN 46R do not have an impact on net income available to common shareholders or the Company's liquidity.

In
April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies
financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities
under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 149 (1) clarifies under what circumstances a contract with an initial net
investment meets the characteristic of a derivative discussed in paragraph 6(b) of Statement 133, (2) clarifies when a derivative contains a financing component, (3) amends the
definition of an underlying derivative instrument to conform it to language used in FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others," and (4) amends certain other existing pronouncements. SFAS No. 149 is effective for contracts entered into or modified after
June 30, 2003. The Company has applied the provisions of this pronouncement to all contracts entered into during the second half of 2003 which resulted in no impact on its results of
operations, financial position or liquidity.

In
May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150
establishes standards for how an issuer classifies and measures in its statement of financial position certain instruments with characteristics of both liabilities and equity. SFAS No. 150
requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances) because that financial instrument embodies an obligation of the
issuer. This pronouncement requires the issuer to mark-to-market certain minority interest liabilities as of the balance sheet date with the adjustment posted to the statement
of operations. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. On October 29, 2003, the FASB elected to defer the provisions of paragraph 9 and 10 of SFAS No. 150 as they apply to mandatorily redeemable
non-controlling interests. The FASB's decision with respect to the deferral, early adoption, and restatement will likely be issued in conjunction with the finalization of the proposed FASB
Staff Position 150-c, "Effective Date and Transition for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities of SFAS No. 150."

32

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At
the July 31, 2003 Emerging Issues Task Force ("EITF") meeting, Topic D-42, "The Effect on the Calculation of Earnings per Share for the Redemption or Induced
Conversion of Preferred Stock," was clarified for the purposes of applying Topic D-42. When calculating the excess of (1) fair value of the consideration transferred to the holders
of the preferred stock over (2) the carrying amount of the preferred stock in the registrant's balance sheet, the carrying amount of the preferred stock should be reduced by the issuance costs
of the preferred stock, regardless of where in the stockholders' equity section those costs were initially classified on issuance. This clarification of Topic D-42 has affected the
Company's accounting for its original offering costs upon the redemption of its 8.48% Series A Cumulative Redeemable Preferred Shares ("Series A Preferred Shares") which were redeemed
May 6, 2003 and its variable rate Series C Cumulative Redeemable Preferred Shares ("Series C Preferred Shares") which were redeemed on July 7, 2003. Preferred dividends on
the Company's statement of operations includes $3,101 from the original offering costs on the redeemed Series A Preferred Shares and $187 from the original offering costs of the Series C
Preferred Shares.

Forward Looking Statements

This Annual Report on Form 10-K contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company's actual results could differ materially from those set forth in the forward looking statements as a
result of various factors, including, but not limited to, uncertainties affecting real estate businesses generally (such as entry into new leases, renewals of leases, inflation and dependence on
tenants' business operations and the effects of the state of the economy on tenants and potential tenants), risks
relating to acquisition, construction and development activities, including risks relating to 1031 tax-free exchange transaction, possible environmental liabilities, risks relating to
leverage, debt service and obligations with respect to the payment of dividends (including availability of financing terms acceptable to the Company and sensitivity of the Company's operations to
fluctuations in interest rates), the potential for the need to use borrowings to make distributions necessary for the Company to qualify as a REIT, dependence on the primary market in which the
Company's properties are located, the existence of complex regulations relating to the Company's status as a REIT, the potential adverse impact of the market interest rates on the cost of borrowings
by the Company and on the market price for the Company's securities and the other factors discussed above in "Risks, Uncertainties and Capital Opportunities" and below in Item 7A.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The Company assesses its risk in relation to market conditions, and a discussion about the Company's exposure to possible changes in market conditions follows.
This discussion involves the effect on earnings, cash flows and the value of the Company's financial instruments as a result of possible future market condition changes. The discussions below include
"forward looking statements" regarding market risk, but management is not forecasting the occurrence of these market changes. The actual earnings and cash flows of the Company may differ materially
from these projections discussed below.

At
December 31, 2003, $307.9 million or 36.9% of the Company's debt was variable rate debt (inclusive of tax exempt debt at a blended rate of 1.30% as of
December 31, 2003) and $527.0 million or 63.1% of the debt was fixed rate debt. Based on the amount of variable debt outstanding as of December 31, 2003, a 10% increase or
decrease in the Company's interest rate on the Company's variable rate debt would decrease or increase, respectively, future earnings and cash flows by approximately $0.5 million per year. A
similar change in interest rates on the Company's fixed rate debt would not increase or decrease the future earnings of the Company during the term of the debt, but would affect the fair value of the
debt. An increase in interest rates would decrease the fair value

33

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of
the Company's fixed rate debt. The Company is subject to other non-quantifiable market risks due to the nature of its business. The business of owning and investing in real estate is
highly competitive. Several factors may adversely affect the economic performance and value or our properties and the Company. These factors include, but are not limited to:



Item 8. Financial Statements and Supplementary Data.

See Index to Consolidated Financial Statements on Page F-1 of this Annual Report on Form 10-K for the financial statements and
financial statement schedules.

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

None.

Item 9A. Controls and Procedures

As of December 31, 2003, John S. Gates, Jr., President and Chief Executive Officer of the Company, and Paul S. Fisher, Executive Vice President, Chief
Financial Officer and Secretary of the Company, evaluated the effectiveness of the disclosure controls and procedures (as defined in applicable rules of the Securities and Exchange Commission) of the
Company and concluded that these disclosure controls and procedures are effective to ensure that material information required to be included in this Report would be made known to them in a timely
fashion. There were no changes in the Company's internal control over financial reporting that were identified in connection with such evaluation that occurred during the fourth quarter of 2003 that
have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

34

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PART III

Item 10. Directors and Executive Officers of the Registrant.

The Company has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. The text
of such code of ethics is available on the Company's website, www.CenterPoint-Prop.com, and the Company intends to disclose any amendment to or waiver from the code that applies to any
such officer on such website. The other information required by Item 10 is incorporated herein pursuant to General Instruction G to Form 10-K by reference to the Company's
definitive proxy statement, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the fiscal year.

Item 11. Executive Compensation

The information required by Item 11 is incorporated herein pursuant to General Instruction G to Form 10-K by reference to the Company's
definitive proxy statement, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the fiscal year.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information required by Item 12 is incorporated herein pursuant to General Instruction G to Form 10-K by reference to the Company's
definitive proxy statement, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the fiscal year.

Item 13. Certain Relationships and Related Transactions.

The information required by Item 13 is incorporated herein pursuant to General Instruction G to Form 10-K by reference to the Company's
definitive proxy statement, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the fiscal year.

Item 14. Principal Accountant Fees and Services.

The information required by Item 14 is incorporated herein pursuant to General Instruction G to Form 10-K by reference to the Company's
definitive proxy statement, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the fiscal year.

35

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PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.



|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                                      
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)1.1         |  | Distribution Agreement, dated as of August 20, 2002, by and among CenterPoint Properties Trust, Banc of America Securities LLC, Banc One Capital Markets, Inc., Goldman, Sachs & Co. and Lehman Brothers Inc                                                                                                                                                     
|(b)3.1         |  | Declaration of Trust, as supplemented by Articles Supplementary                                                                                                                                                                                                                                                                                                  
|(b)3.2         |  | Bylaws, as amended                                                                                                                                                                                                                                                                                                                                               
|(c)4.1         |  | Registration Rights Agreement between the Company and LaSalle Advisors Limited Partnership                                                                                                                                                                                                                                                                       
|(d)4.2         |  | Rights Amendment dated as of July 30, 1998 between CenterPoint Properties Trust and First Chicago Trust Company of New York, as Rights Agent                                                                                                                                                                                                                     
|(e)4.3         |  | Form of Senior Securities Indenture                                                                                                                                                                                                                                                                                                                              
|(f)4.4         |  | Form of First Supplemental Indenture                                                                                                                                                                                                                                                                                                                             
|(g)4.5         |  | Form of Second Supplemental Indenture                                                                                                                                                                                                                                                                                                                            
|(a)4.6         |  | Third Supplemental Indenture, dated as of August 20, 2002, by and between CenterPoint Properties Trust and U.S. Bank Trust National Association                                                                                                                                                                                                                  
|(l)10.1        |  | Form of Employment and Severance Agreement between the Company and each of John S. Gates, Jr, Paul S. Fisher, Rockford O. Kottka, Paul T. Ahern and Mike M. Mullen                                                                                                                                                                                               
|(b)10.2        |  | CenterPoint Properties Amended and Restated 1993 Stock Option Plan, as amended                                                                                                                                                                                                                                                                                   
|(c)10.3        |  | 1995 Director Stock Plan                                                                                                                                                                                                                                                                                                                                         
|(h)10.4        |  | 2000 Omnibus Employee Retention and Incentive Plan                                                                                                                                                                                                                                                                                                               
|(m)10.5        |  | 2003 Omnibus Employee Retention and Incentive Plan                                                                                                                                                                                                                                                                                                               
|(h)10.6        |  | Limited Liability Company Agreement of CenterPoint Venture, L.L.C., dated as of December 29, 1999 by and between CenterPoint Realty Services Corporation and CalEast Industrial Investors, L.L.C. (Upon request by the
Commission, the Company agrees to furnish to the Commission, supplementary, any schedules or exhibits that are omitted from this document)
|               |  |                                                                                                                                                                                                                                                                                                                                                                  

36

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|(i)10.7  |  | Stock Grant Agreement between the Company and each of John S. Gates, Jr, Paul S. Fisher, Rockford O. Kottka, Paul T. Ahern and Michael M. Mullen                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i)10.8  |  | Stock Option Agreement between the Company and each of John S. Gates, Jr, Paul S. Fisher, Rockford O. Kottka and Michael M. Mullen                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.9     |  | Stock Option Agreement between the Company and each of Nicholas Babson, Norman Bobins, Martin Barber, Alan D. Feld, Thomas E. Robinson, John C. Staley and Robert Stovall.                                                                                                                                                                                                                                                                                                                                                                                               
|10.10    |  | Stock Grant Agreement between the Company and each of Nicholas Babson, Norman Bobins, Martin Barber, Alan D. Feld and Thomas E. Robinson, John C. Staley and Robert Stovall.                                                                                                                                                                                                                                                                                                                                                                                             
|(j)10.11 |  | Amended and Restated Non-Competition Agreement between the Company and Robert Stovall, dated July 31, 1996, which was extended by unanimous board of trustee vote on May 16, 2003 through May of 2004                                                                                                                                                                                                                                                                                                                                                                    
|(k)10.12 |  | Amended and Restated Unsecured Revolving Credit Agreement dated as of June 30, 2003 among CenterPoint Properties Trust, as Borrower, Banc One Capital Markets, Inc., as Sole Lead Arranger/Book Manager, Bank One, NA, as
Administrative Agent and Lender, Bank of America, N.A. as Syndication Agent and Lender, Wachovia Bank, National Association, as Syndication Agent and Lender, Commerzbank AG, New York Branch, as Documentation Agent and Lender, Suntrust Bank, as
Managing Agent and Lender, and the several other lenders from time to time parties thereto.
|(i)10.13 |  | Articles Supplementary for 3,000,121 Series C Cumulative Preferred Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|12.1     |  | Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12.2     |  | Ratio of Earnings to Combined Fixed Charges and Preferred Dividends.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|18.1     |  | Preferablity Letter of Independent Auditors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|21       |  | Subsidiaries of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|23       |  | Consent of Independent Auditors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|31.1     |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|31.2     |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|32       |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                         

---

37

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38

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

| |  | CENTERPOINT PROPERTIES TRUST,
a Maryland business trust
| |  | -------------------------------------------------------
| |  | By:                                                    
| |  | By:                                                    

Pursuant
to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

|Signature             |  | Name and Title                                                                                                                                        |  | Date          
|--------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|                      |  |                                                                                                                                                       |  |               
|/s/MARTIN BARBER      |  | Martin Barber, Chairman and Trustee                                                                                                                   |  | March 12, 2004
|/s/JOHN S. GATES, JR. |  | John S. Gates, Jr.,
Co-Chairman and Trustee, Chief Executive Officer (Principal Executive Officer)                                                    |  | March 12, 2004
|/s/ROBERT L. STOVALL  |  | Robert L. Stovall,
Vice Chairman and Trustee                                                                                                          |  | March 12, 2004
|/s/NICHOLAS C. BABSON |  | Nicholas C. Babson, Trustee                                                                                                                           |  | March 12, 2004
|/s/NORMAN BOBINS      |  | Norman Bobins, Trustee                                                                                                                                |  | March 12, 2004
|/s/ALAN D. FELD       |  | Alan D. Feld, Trustee                                                                                                                                 |  | March 12, 2004
|/s/PAUL S. FISHER     |  | Paul S. Fisher, Trustee,
Executive Vice-President and
Chief Financial Officer, President
of Subsidiaries (Principal
Financial and Accounting Officer) |  | March 12, 2004
|/s/MICHAEL M. MULLEN  |  | Michael M. Mullen, Trustee,
President and Chief Operating Officer                                                                                     |  | March 12, 2004
|/s/THOMAS E. ROBINSON |  | Thomas E. Robinson, Trustee                                                                                                                           |  | March 12, 2004
|/s/JOHN C. STALEY     |  | John C. Staley, Trustee                                                                                                                               |  | March 12, 2004

39

---



CENTERPOINT PROPERTIES TRUST    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS  AND FINANCIAL STATEMENT SCHEDULES

|                                   |                                                                                                             | Page(s)
|---------------------------------- | ----------------------------------------------------------------------------------------------------------- | -------
|Consolidated Financial Statements: |                                                                                                             |        
|                                   | Report of Independent Auditors                                                                              |        
|                                   | Consolidated Balance Sheets as of December 31, 2003 and 2002                                                |        
|                                   | Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001                  |        
|                                   | Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2003, 2002 and 2001 |        
|                                   | Consolidated Statements of Shareholders' Equity for the years ended December 31, 2003, 2002 and 2001        |        
|                                   | Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001                  |        
|                                   | Notes to Consolidated Financial Statements                                                                  |        
|Financial Statement Schedules:     |                                                                                                             |        
|                                   | Report of Independent Auditors                                                                              |        
|                                   | Schedule IIValuation and Qualifying Accounts                                                               |        
|                                   | Schedule IIIReal Estate and Accumulated Depreciation                                                       |        

F-1

---



REPORT OF INDEPENDENT AUDITORS

To
the Board of Trustees and
Shareholders of CenterPoint Properties Trust

In
our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of comprehensive income (loss), of shareholders' equity and of cash
flows present fairly, in all material respects, the financial position of CenterPoint Properties Trust and its subsidiaries (the "Company") at December 31, 2003 and 2002, and the results of
their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.

As
discussed in Note 6 to the consolidated financial statements, effective January 1, 2003, the Company changed its accounting policy related to certain developer notes
receivable. As discussed in Note 2 to the consolidated financial statements, on January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."



Chicago,
Illinois
March 8, 2004

F-2

---



CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES        CONSOLIDATED BALANCE SHEETS        (in thousands, except for share information)

|                                     |                                                 | December 31,                                                                                                                                                                                                      |                              
|------------------------------------ | ----------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------
|
|ASSETS                               |                                                
|Assets:                              |                                                 |                                                                                                                                                                                                                   |                              
|                                     | Investment in real estate:                      |                                                                                                                                                                                                                   |                              
|                                     |                                                 | Land                                                                                                                                                                                                              |                              
|                                     |                                                 | Buildings                                                                                                                                                                                                         |                              
|                                     |                                                 | Building Improvements                                                                                                                                                                                             |                              
|                                     |                                                 | Furniture, fixtures and equipment                                                                                                                                                                                 |                              
|                                     |                                                 | Construction in progress                                                                                                                                                                                          |                              
|                                     |                                                 |                                                                                                                                                                                                                   |                              
|                                     |                                                 |                                                                                                                                                                                                                   | 1,342,374                    
|                                     |                                                 | Less accumulated depreciation and amortization                                                                                                                                                                    |                              
|                                     |                                                 | Real estate held for sale, net of depreciation                                                                                                                                                                    |                              
|                                     |                                                 |                                                                                                                                                                                                                   |                              
|                                     |                                                 |                                                                                                                                                                                                                   | Net investment in real estate
|                                     | Cash and cash equivalents                       |                                                                                                                                                                                                                   |                              
|                                     | Restricted cash and cash equivalents            |                                                                                                                                                                                                                   |                              
|                                     | Tenant accounts receivable, net                 |                                                                                                                                                                                                                   |                              
|                                     | Mortgage and other notes receivable             |                                                                                                                                                                                                                   |                              
|                                     | Investments in and advances to affiliates       |                                                                                                                                                                                                                   |                              
|                                     | Prepaid expenses and other assets               |                                                                                                                                                                                                                   |                              
|                                     | Deferred expenses, net                          |                                                                                                                                                                                                                   |                              
|                                     |                                                 |                                                                                                                                                                                                                   |                              
|                                     |                                                 | $                                                                                                                                                                                                                 | 1,419,242                    
|                                     |                                                 |                                                                                                                                                                                                                   |                              
|LIABILITIES AND SHAREHOLDERS' EQUITY |                                                
|Liabilities:                         |                                                 |                                                                                                                                                                                                                   |                              
|                                     | Mortgage notes payable and other debt           |                                                                                                                                                                                                                   | $                            
|                                     | Senior unsecured debt                           |                                                                                                                                                                                                                   |                              
|                                     | Tax-exempt debt                                 |                                                                                                                                                                                                                   |                              
|                                     | Line of credit                                  |                                                                                                                                                                                                                   |                              
|                                     | Preferred dividends payable                     |                                                                                                                                                                                                                   |                              
|                                     | Accounts payable                                |                                                                                                                                                                                                                   |                              
|                                     | Accrued expenses                                |                                                                                                                                                                                                                   |                              
|                                     | Rents received in advance and security deposits |                                                                                                                                                                                                                   |                              
|                                     |                                                 |                                                                                                                                                                                                                   |                              
|                                     |                                                 |                                                                                                                                                                                                                   | 936,741                      
|                                     |                                                 |                                                                                                                                                                                                                   |                              
|Commitments and contingencies        |                                                 |                                                                                                                                                                                                                   |                              
|Shareholders' equity                 |                                                 |                                                                                                                                                                                                                   |                              
|                                     |                                                 | Series A Preferred shares of beneficial interest, $.001 par value, 10,000,000 shares authorized: 0 and 3,000,000 issued and outstanding, respectively, having a liquidation preference of $25 per share ($75,000) |                              
|                                     |                                                 | Series B convertible shares, 983,712 and 994,712 issued and outstanding, respectivley, having a liquidation preference of $50 per share ($49,186)                                                                 |                              
|                                     |                                                 | Common shares of beneficial interest, $.001 par value, 47,727,273 shares authorized; 23,345,877 and 23,067,336 issued and outstanding, respectively                                                               |                              
|                                     | Additional paid-in-capital                      |                                                                                                                                                                                                                   |                              
|                                     | Retained earnings (deficit)                     |                                                                                                                                                                                                                   |                              
|                                     | Accumulated other comprehensive loss            |                                                                                                                                                                                                                   |                              
|                                     | Unearned compensationrestricted shares         |                                                                                                                                                                                                                   |                              
|                                     |                                                 |                                                                                                                                                                                                                   |                              
|                                     |                                                 | Total shareholders' equity                                                                                                                                                                                        |                              
|                                     |                                                 |                                                                                                                                                                                                                   |                              
|                                     |                                                 | $                                                                                                                                                                                                                 | 1,419,242                    
|                                     |                                                 |                                                                                                                                                                                                                   |                              

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

F-3

---



CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF OPERATIONS        (in thousands, except for share information)

|                                                                                                                         |                                                                    | Year Ended December 31,                               |               
|------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------ | ----------------------------------------------------- | --------------
|
|Revenues:                                                                                                                |                                                                    |                                                       |               
|                                                                                                                         |                                                                    | Minimum rents                                         |               
|                                                                                                                         |                                                                    | Straight line rents                                   |               
|                                                                                                                         |                                                                    | Expense reimbursements                                |               
|                                                                                                                         |                                                                    | Mortgage interest income                              |               
|                                                                                                                         |                                                                    | Real estate fee income                                |               
|                                                                                                                         |                                                                    |                                                       |               
|                                                                                                                         |                                                                    |                                                       | Total revenue 
|                                                                                                                         |                                                                    |                                                       |               
|Expenses:                                                                                                                |                                                                    |                                                       |               
|                                                                                                                         | Real estate taxes                                                  |                                                       |               
|                                                                                                                         | Property operating and leasing                                     |                                                       |               
|                                                                                                                         | General and administrative                                         |                                                       |               
|                                                                                                                         | Depreciation and amortization                                      |                                                       |               
|                                                                                                                         | Interest expense:                                                  |                                                       |               
|                                                                                                                         |                                                                    | Interest incurred, net                                |               
|                                                                                                                         |                                                                    | Amortization of deferred financing costs              |               
|                                                                                                                         |                                                                    | Early extinguishment of debt                          |               
|                                                                                                                         | Impairment of asset                                                |                                                       |               
|                                                                                                                         |                                                                    |                                                       |               
|                                                                                                                         |                                                                    |                                                       | Total expenses
|                                                                                                                         |                                                                    |                                                       |               
|Income (loss) from continuing operations before income taxes and equity in net income of affiliate                       |                                                                    |                                                       | 30,758        
|                                                                                                                         | (Provision for) benefit from income tax expense                    |                                                       |               
|                                                                                                                         | Equity in net income of affiliate                                  |                                                       |               
|                                                                                                                         |                                                                    |                                                       |               
|Income (loss) from continuing operations                                                                                 |                                                                    |                                                       | 31,928        
|Discontinued operations:                                                                                                 |                                                                    |                                                       |               
|                                                                                                                         |                                                                    | Gain on sale, net of tax                              |               
|                                                                                                                         |                                                                    | Income from operations of sold properties, net of tax |               
|                                                                                                                         |                                                                    |                                                       |               
|Income (loss) before gain on sale of real estate, and cumulative effect of change in accounting principle                |                                                                    |                                                       | 72,360        
|                                                                                                                         | Gain on sale of real estate, net of tax                            |                                                       |               
|                                                                                                                         |                                                                    |                                                       |               
|Income before cumulative effect of change in accounting principle                                                        |                                                                    |                                                       | 78,056        
|                                                                                                                         | Cumulative effect of change in accounting principle, net of tax    |                                                       |               
|                                                                                                                         |                                                                    |                                                       |               
|Net income                                                                                                               |                                                                    |                                                       | 84,584        
|                                                                                                                         | Preferred dividends                                                |                                                       |               
|                                                                                                                         |                                                                    |                                                       |               
|Net income available to common shareholders                                                                              |                                                                    | $                                                     | 74,985        
|                                                                                                                         |                                                                    |                                                       |               
|Basic EPS:                                                                                                               |                                                                    |                                                       |               
|                                                                                                                         | Income available to common shareholders from continuing operations |                                                       | $             
|                                                                                                                         | Discontinued operations                                            |                                                       |               
|                                                                                                                         | Cumulative effect of change in accounting principle                |                                                       |               
|                                                                                                                         |                                                                    |                                                       |               
|                                                                                                                         | Net income available to common shareholders                        |                                                       | $             
|                                                                                                                         |                                                                    |                                                       |               
|Diluted EPS:                                                                                                             |                                                                    |                                                       |               
|                                                                                                                         | Income available to common shareholders from continuing operations |                                                       | $             
|                                                                                                                         | Discontinued operations                                            |                                                       |               
|                                                                                                                         | Cumulative effect of change in accounting principle                |                                                       |               
|                                                                                                                         |                                                                    |                                                       |               
|                                                                                                                         | Net income available to common shareholders                        |                                                       | $             
|                                                                                                                         |                                                                    |                                                       |               
|Distributions per common share                                                                                           |                                                                    | $                                                     | 2.43          
|Proforma net income assuming new method of accounting for certain developer notes was applied retroactively (see Note 6) |                                                                    | $                                                     | 78,056        

The accompanying notes are an integral part of these financial statements

F-4

---

CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)        (in thousands)

|                                   |                                                    | Year Ended December 31,
|---------------------------------- | -------------------------------------------------- | -----------------------
|
|Net income                         |                                                    | $                      
|Other comprehensive income (loss): |                                                    |                        
|                                   | Settlement of interest rate protection agreement   |                        
|                                   | Amortization of interest rate protection agreement |                        
|                                   |                                                    |                        
|Comprehensive income               |                                                    | $                      
|                                   |                                                    |                        

The
accompanying notes are an integral part of these financial statements

F-5

---



CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(in thousands, except for share information)

|                                                                                  |  | Preferred
Shares, Series A |   | Convertible
Preferred Shares
Series B |    | Preferred Shares
Series C |         | Class B
Common Shares |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|--------------------------------------------------------------------------------- |  | -------------------------- | - | ------------------------------------- | -- | ------------------------- | ------- | --------------------- | - | - |  | ---------- | - | - | -- | - | - |  | - | - |  | ---------- | - | - | --
|
|
|
|Balance, December 31, 2000                                                        |  | 3,000,000                  |   |                                       | 3  |                           | 994,712 |                       |   | 1 |  |           |   |   |   |   |  |  |   |  |  | 22,283,930 |   |   | 22
|Shares issued for share options exercised                                         |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  | 324,258    |   |   | 1 
|Director share awards                                                             |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  | 1,720      |   |   |   
|Employee share awards                                                             |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  | 147,400    |   |   |   
|Amortization of unearned compensation                                             |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Retirement of employee share awards                                               |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  | (3,395     | ) |   |   
|Distributions declared on common shares, $2.10 per share                          |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Distributions declared on preferred shares, Series A $2.12 per share              |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Distributions declared on convertible preferred shares, Series B, $3.75 per share |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Net income                                                                        |  |                           |   |                                       |   |                           |        |                       |   |  |  |           |   |   |   |   |  |  |   |  |  |           |   |   |  
|                                                                                  |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Balance, December 31, 2001                                                        |  | 3,000,000                  |   |                                       | 3  |                           | 994,712 |                       |   | 1 |  |           |   |   |   |   |  |  |   |  |  | 22,753,913 |   |   | 23
|Issuance of stock for stock options exercised                                     |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  | 235,557    |   |   |  
|Employee share awards                                                             |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  | 105,481    |   |   |  
|Director share awards                                                             |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  | 1,797      |   |   |  
|Amortization of unearned compensation                                             |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Retirement of unearned compensation                                               |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  | (11,232    | ) |   |  
|Purchase of treasury stock                                                        |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Retirement of treasury stock                                                      |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  | (18,180    | ) |   |  
|Distribution declared on common shares, $2.31 per share                           |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Distributions declared on preferred shares, Series A $2.12 per share              |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Distributions declared on convertible preferred shares, Series B, $3.75 per share |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Settlement of interest rate protection agreement                                  |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Amortization of interest rate protection agreement                                |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Net income                                                                        |  |                           |   |                                       |   |                           |        |                       |   |  |  |           |   |   |   |   |  |  |   |  |  |           |   |   |  
|                                                                                  |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Balance, December 31, 2002                                                        |  | 3,000,000                  |   |                                       | 3  |                           | 994,712 |                       |   | 1 |  |           |   |   |   |   |  |  |   |  |  | 23,067,336 |   |   | 23
|Issuance of stock for stock options exercised                                     |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  | 198,181    |   |   |  
|Issuance of preferred shares, Series C, net of offering costs of $2,366           |  |                            |   |                                       |    |                           |         |                       |   |   |  | 3,000,000  |   |   | 3  |   |   |  |   |   |  |            |   |   |   
|Employee share awards                                                             |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  | 116,586    |   |   |  
|Director share awards                                                             |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  | 1,525      |   |   |  
|Amortization of unearned compensation                                             |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Retirement of unearned compensation                                               |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  | (1,776     | ) |   |  
|Purchase of treasury stock                                                        |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Retirement of treasury stock                                                      |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  | (48,618    | ) |   |  
|Share conversion preferred Series B                                               |  |                            |   |                                       |    |                           | (11,000 | )                     |   |  |  |            |   |   |    |   |   |  |   |   |  | 12,643     |   |   |  
|Distribution declared on common shares, $2.43 per share                           |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Distributions declared on preferred shares, Series A $2.12 per share              |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Distributions declared on convertible preferred shares, Series B, $3.75 per share |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Distributions declared on preferred shares, Series C $0.184 per share             |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Redemptions of preferred Series A                                                 |  | (3,000,000                 | ) |                                       | (3 | )                         |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Redemptions of preferred Series C                                                 |  |                            |   |                                       |    |                           |         |                       |   |   |  | (3,000,000 | ) |   | (3 | ) |   |  |   |   |  |            |   |   |   
|Settlement of interest rate protection agreement                                  |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Amortization of interest rate protection agreement                                |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Net income                                                                        |  |                           |   |                                       |   |                           |        |                       |   |  |  |           |   |   |   |   |  |  |   |  |  |           |   |   |  
|                                                                                  |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   
|Balance, December 31, 2003                                                        |  |                           |   | $                                     |   |                           | 983,712 |                       | $ | 1 |  |           |   | $ |   |   |  |  | $ |  |  | 23,345,877 |   | $ | 23
|                                                                                  |  |                            |   |                                       |    |                           |         |                       |   |   |  |            |   |   |    |   |   |  |   |   |  |            |   |   |   

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

F-6

---



CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CASH FLOWS        (in thousands)

|                                               |                                                                                  | Years Ended December 31,                    |                                                
|---------------------------------------------- | -------------------------------------------------------------------------------- | ------------------------------------------- | -----------------------------------------------
|
|Cash flows from operating activities:          |                                                                                  |                                             |                                                
|                                               | Net Income                                                                       |                                             | $                                              
|                                               | Adjustments to reconcile net income to net cash provided by operating activities |                                             |                                                
|                                               |                                                                                  | Impairment of asset                         |                                                
|                                               |                                                                                  | Early extinguishment of debt                |                                                
|                                               |                                                                                  | Bad debts                                   |                                                
|                                               |                                                                                  | Depreciation                                |                                                
|                                               |                                                                                  | Amortization of deferred financing costs    |                                                
|                                               |                                                                                  | Other amortization                          |                                                
|                                               |                                                                                  | Straight-line rents                         |                                                
|                                               |                                                                                  | Incentive stock awards                      |                                                
|                                               |                                                                                  | Equity in net income of affiliates          |                                                
|                                               |                                                                                  | Gain on disposal of real estate, net of tax |                                                
|                                               |                                                                                  | Net changes in:                             |                                                
|                                               |                                                                                  |                                             | Tenant accounts receivable                     
|                                               |                                                                                  |                                             | Prepaid expenses and other assets              
|                                               |                                                                                  |                                             | Rents received in advance and security deposits
|                                               |                                                                                  |                                             | Accounts payable and accrued expenses          
|                                               |                                                                                  |                                             |                                                
|Net cash provided by operating activities      |                                                                                  |                                             | 74,221                                         
|Cash flows from investing activities           |                                                                                  |                                             |                                                
|                                               | Change in restricted cash and cash equivalents                                   |                                             |                                                
|                                               | Acquisition of real estate                                                       |                                             |                                                
|                                               | Additions to construction in progress                                            |                                             |                                                
|                                               | Improvements and additions to properties                                         |                                             |                                                
|                                               | Disposition of real estate                                                       |                                             |                                                
|                                               | Change in deposits on acquisitions                                               |                                             |                                                
|                                               | Issuance of mortgage and other notes receivable                                  |                                             |                                                
|                                               | Repayment of mortgage and other notes receivable                                 |                                             |                                                
|                                               | Investment in and advances to affiliate                                          |                                             |                                                
|                                               | Acquisition of CRS, net of cash received                                         |                                             |                                                
|                                               | Receivables from affiliates and employees                                        |                                             |                                                
|                                               | Additions to deferred expenses                                                   |                                             |                                                
|                                               |                                                                                  |                                             |                                                
|Net cash used in investing activities          |                                                                                  |                                             | (135,004                                       
|Cash flows from financing activities           |                                                                                  |                                             |                                                
|                                               | Proceeds from sales of preferred shares                                          |                                             |                                                
|                                               | Proceeds from sale of common shares                                              |                                             |                                                
|                                               | Offering costs paid                                                              |                                             |                                                
|                                               | Proceeds from issuance of unsecured notes payable                                |                                             |                                                
|                                               | Proceeds from issuance of senior unsecured debt                                  |                                             |                                                
|                                               | Proceeds from issuance of mortgage bonds payable                                 |                                             |                                                
|                                               | Proceeds from issuance of tax exempt bonds                                       |                                             |                                                
|                                               | Proceeds from line of credit                                                     |                                             |                                                
|                                               | Redemption of preferred stock                                                    |                                             |                                                
|                                               | Repayment of line of credit                                                      |                                             |                                                
|                                               | Repayment of revenue bonds payable                                               |                                             |                                                
|                                               | Repayments of mortgage notes payable                                             |                                             |                                                
|                                               | Repayments of mortgage bonds payable                                             |                                             |                                                
|                                               | Repayments of bonds payableunsecured                                            |                                             |                                                
|                                               | DistributionsCommon                                                             |                                             |                                                
|                                               | DistributionsPreferred                                                          |                                             |                                                
|                                               |                                                                                  |                                             |                                                
|Net cash provided by financing activities      |                                                                                  |                                             | 59,779                                         
|Net change in cash and cash equivalents        |                                                                                  |                                             | (1,004                                         
|Cash and cash equivalents, beginning of period |                                                                                  |                                             | 1,235                                          
|                                               |                                                                                  |                                             |                                                
|Cash and cash equivalents, end of period       |                                                                                  | $                                           | 231                                            
|                                               |                                                                                  |                                             |                                                

The accompanying notes are an integral part of these consolidated financial statements

F-7

---



CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        (Dollars in thousands, except for per share data)

1. Organization

CenterPoint Properties Trust (the "Company"), a Maryland trust, and its wholly owned subsidiaries, owns and operates primarily warehouse and other industrial
properties in the metropolitan Chicago area and operates as a real estate investment trust ("REIT").

2. Summary of Significant Accounting Policies



Minimum rents are recognized on a straight-line basis over the terms of the respective leases. Unbilled rents receivable represent the amount that
straight-line rental revenue exceeds rents due under the lease agreements. Unbilled rents receivable, included in tenants accounts receivable, at December 31, 2003 and 2002 were
$24,271 and $22,989 respectively. Recoveries from tenants for taxes, insurance and other property operating expenses are recognized in the period the applicable costs are incurred.

The
Company provides an allowance for doubtful accounts against the portion of accounts receivable and notes receivable which is estimated to be uncollectible. Specifically, the Company
allows for identified troubled accounts and also provides a general reserve. Tenant accounts receivable in the consolidated balance sheets is shown net of an allowance for doubtful accounts of $1,705
and $1,318 as of December 31, 2003 and 2002, respectively.



Real estate fee income includes revenues recognized for development services provided by the Company, property management services, assignment fees, and other
real estate related transactions. The Company earns development fees acting as a contractor. Development fees for third party construction contracts where the Company had guaranteed construction costs
are recognized based on percentage of completion. Percentage of completion is measured as total costs incurred as a percentage of total estimated costs for the project. The Company earns other
development fees where it does not guarantee the cost of construction. In these cases, the fee is recognized on a straight-line basis over the term of the development agreement, provided a
constant level of project management effort is required.



Effective January 1, 2002, the Company adopted FAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," a
replacement of FAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of", and the accounting and reporting provisions
of APB No. 30, "Reporting of OperationsReporting the Effects of Disposal of a Segment of the Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions". FAS No. 144 retained the basic provisions of Opinion 30 for the presentation of discontinued operations in the income statement but it broadens the requirements to include a
component of an entity (rather than a segment of a business). A component of an entity comprises operations and cash flows that can be clearly distinguished from the entity for financial reporting
purposes. For purposes of applying FAS No. 144, the Company considers each operating property to be an operating component. Property investments sold before operating activities commence are
not considered components, and are therefore not subject to discontinued operations presentation.

F-8

---

In
summary, the gain or loss upon sale for properties sold that were not classified as held for sale at December 31, 2001 are shown as discontinued operations. In addition,
operating results for such properties for all prior periods presented have been reclassified to net income from discontinued operations.



Deferred expenses consist principally of financing fees and leasing commissions. Leasing commissions are amortized on a straight-line basis over the
terms of the respective lease agreements. Financing costs are amortized over the terms of the respective loan agreements.



The Company accounts for all acquisitions closed subsequent to June 30, 2001 in accordance with FAS No. 141, "Business Combinations"
("FAS 141"). The Company allocates the purchase price of the property based on the fair value of the assets acquired, which may include land, building, tenant improvements and certain
intangible assets. The Company allocates the purchase price to the fair value of the tangible assets of an acquired property determined by valuing the property as if it were vacant.

The
intangible assets generally include management's estimate of the value of the remaining cash flows on the in-place lease, leasing costs for the in-place
leases as if they were incurred and the value of the customer relationship. The value of in-place lease and the customer intangibles are amortized to expense over the anticipated term of
the lease and tenant relationship. If a tenant terminates its lease early, the unamortized portion of the tenant improvements, leasing commissions and the in-place lease value is charged
to expense.

Real
estate assets are stated at cost. Depreciation expense is computed using the straight-line method based upon the following estimated useful lives:

YearsBuilding and improvements

31.5 and 40Land improvements

15Furniture, fixtures and equipment

4 to 15


Construction
allowances for tenant improvements are capitalized and amortized over the terms of each specific lease. Repairs and maintenance are charged to expense when incurred.
Expenditures for improvements are capitalized. When assets are sold or retired, their cost and related accumulated depreciation are removed from the accounts. The resulting gains or losses from
dispositions of properties are reflected in operations.

The
Company reviews the carrying value of its investments in real estate for impairment in accordance with FAS No. 144, mentioned above. FAS No. 144 retained the basic
provisions of FAS No. 121 with respect to asset impairments, but provides more specific guidance related to measuring

F-9

---

impairment.
The Company will continue to recognize an impairment loss on real estate assets under the following circumstances:



In
cases of impairment, the asset will be reduced to its fair value based on the property's estimated discounted future cash flows. The amount of the reduction is recorded as an
operating expense, impairment of asset.



These costs are capitalized and included in prepaid expenses when incurred if they are directly identifiable with a specific property that the Company is actively
seeking to acquire or develop. If the Company ceases pursuit of the project or the project fails to meet the Company's investment criteria, the Company will write off the related capitalized
preacquisition costs.



Construction in progress consists of properties currently under development. Land acquisition costs and direct and indirect construction costs (including costs of
the Company's development department) are included in construction in progress until the property or building is completed. During the construction period property taxes and insurance associated with
the property under construction are capitalized as property cost. In addition, interest is capitalized monthly based on the average construction balance multiplied by the Company's weighted average
interest on debt outstanding during the month. Interest and other operating costs incurred for such items after the property is substantially complete and ready for its intended use are charged to
expense as incurred. At the time the project is placed in service, it is reclassified into land and building and depreciated accordingly.

For
industrial park and multi-phased developments, costs are assigned to individual components of the project when those costs benefit certain sites rather than the whole project. Where
specific identification is impractical or costs incurred benefit the project as a whole, capitalized costs are allocated as follows:



In
the event a parcel within a park development is sold prior to completion of the park, the cost of the sold parcel will reflect a pro rata allocation of future common costs.

F-10

---



In accordance with FAS No. 144, as mentioned above, the Company classifies properties under contract for sale, or assets otherwise designated for sale by
management, which meet the criteria of FAS No. 144, as of the end of the quarter as real estate held for sale. The assets are stated at the lesser of cost net of accumulated depreciation or
fair value less cost to dispose, and depreciation expense ceases until the consummation of the sale.



For purposes of the consolidated financial statements, the Company considers all investments purchased with original maturities of three months or less to be cash
equivalents.



Restricted cash represents escrow and reserve funds for real estate taxes, capital improvements, and certain security deposits. The funds in this account are
invested in short term investments and valued at cost, which approximates market.



Tax Increment Financing ("TIF") is a municipal financing and planning technique that is widely used to renovate declining areas or redevelop blighted areas while
expanding a municipality's tax base. TIFs allow municipalities to make needed public and private improvements by promising to return all or a portion of the real estate tax increase generated by the
improvements to the developer for a limited period of time. This contract to pay the tax increment to the developer is usually documented in a redevelopment agreement between the city and the
developer and, in situations where the developer provides the initial funding of these improvements, a corresponding developer note payable from the municipality to the developer is created in an
amount equal to agreed upon eligible construction costs. In the course of business for certain development projects, the Company has obtained TIFs from municipalities in order to finance improvements
such as streets, curbs, sidewalks, building demolition, land assemblage, site rehabilitation and other eligible items.

The
Company accounts for developer notes based on the facts and circumstances of the development, the terms of the redevelopment agreement, the source of the real estate taxes funding
the TIF district and the deemed collectibility of the underlying TIF. The Company has described its accounting for each of its TIF arrangements in Note 6 and has described the financial impact
of a related change in accounting principle in Note 7.



The Company accounts for its investments in affiliates using the equity method whereby its cost of investment is adjusted for its share of equity in net income or
loss from the date of inception and reduced by distributions received.

The
equity method is applied to investments when the Company does not have a majority interest in the investee, but does have significant influence over the operating and financial
policies of

F-11

---

the
investee company. The equity method of accounting is also applied to investees when the Company has a majority ownership but does not have a majority vote or controlling interest.



The Company's consolidated financial statements include all of its accounts and other entities in which the Company has control. Significant intercompany accounts
and transactions have been eliminated upon consolidation. The Company consolidates the operations of CenterPoint Realty Services Corporation ("CRS"), a wholly owned taxable REIT subsidiary.



Pursuant to the redevelopment agreement related to CenterPoint Intermodal Center, the Company has established a procurement company on the site. The purpose of
the procurement company is to capture sales taxes for the benefit of the town of Elwood, Illinois. In addition, a portion of the sales taxes collected by the town of Elwood will be used to repay the
developer notes held by the Company described in Note 6. The Company accounts for the activities of the procurement company by netting material sales with material purchases and associated
costs.



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Factors that may affect CenterPoint's estimates include:



The Company qualified as a REIT under sections 856-860 of the Internal Revenue Code beginning January 1, 1994. In order to qualify as a REIT,
the Company is required to distribute at least 90% of its taxable ordinary income in 2003, 2002 and 2001 to shareholders and to meet certain asset and income tests as well as certain other
requirements. As a REIT, the Company will generally not be liable for Federal income taxes to the extent that it distributes its ordinary and net capital gain income to its shareholders.

F-12

---

CRS
is subject to income taxes. In accordance with FAS No. 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry forwards of CRS. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.



The Company's financial instruments include cash equivalents, tenant accounts receivable, mortgage and other notes receivable, accounts payable, other accrued
expenses, notes payable, and mortgage loans payable. The Company assesses the fair value of these instruments based on market rates for financial instruments with similar terms.



The Company has several common share-based employee compensation plans, which are described in detail in Note 12. The Company accounts for these plans
under the recognition and measurement principles of APB No. 25, "Accounting for Stock Issued to Employees" and related interpretations. The Company records restricted share grants by
recognizing the fair value of stock as of the grant date as unearned compensation, a separate component of shareholders' equity. Unearned compensation is then amortized to compensation expense over
the expected vesting period. For options granted to employees, no compensation expense is reflected in net income as long as the options granted have exercise prices equal to the market value of
underlying common shares on the date of the grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of
FAS No. 123, "Accounting for Stock-Based Compensation."

Year Ended December 31,2003

2002

2001(in thousands, except per share dataNet income available to common shareholders, as reported

$
74,985

$
65,302

$
17,907Deduct: total share-based employee compensation expense determined under fair value based method for all awards, net of related tax effects


(1,878
)

(1,975
)

(1,769
)Pro forma net income available to common shareholders

$
73,107

$
63,327

$
16,138Per share net income available to common shareholdersBasicas reported

$
3.26

$
2.87

$
0.80Basicpro forma

$
3.18

$
2.78

$
0.72Dilutedas reported

$
3.16

$
2.79

$
0.78Dilutedpro forma

$
3.10

$
2.72

$
0.71


F-13

---





The Company used interest rate protection agreements in 2003 and 2002 to lock in the interest rate on an anticipated debt offering, and may utilize interest rate
protection agreements in the future. Receipts or payments that result from the settlement of rate protection agreements are recognized in other comprehensive income (loss) and amortized over the life
of the new debt issuance as amortization of financing costs. During the period prior to the settlement, interest rate protection agreements that qualify for hedge accounting are marked to market and
any gain or loss is recognized in other comprehensive income (loss). Any agreements that do not qualify for hedge accounting are marked to market and any gain or loss is recognized in net income.



On January 1, 2003, the Company adopted the FASB's Statement of Financial Accounting Standard No. 145, "Rescission of FASB Statements No. 4,
44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections" ("FAS 145"). FAS 145 rescinds FAS 4, FAS 44 and FAS 64 and amends FAS 13 to
modify the accounting for sales-leaseback transactions. FAS 4 required the classification of gains and losses resulting from extinguishment of debt to be classified as extraordinary items.
Pursuant to the adoption of FAS 145, the Company reclassified amounts shown as extraordinary for the year ended December 31, 2001 to continuing operations.

Certain
other items presented in the consolidated statements of operations for prior periods have been reclassified to conform with current classifications with no effect on results of
operations.



On December 24, 2003, FASB Interpretation No. 46 (revised December 2003),"Consolidation of Variable Interest
Entities"an interpretation of ARB 51 ("FIN 46R") was issued. FIN 46R includes modifications that have been incorporated directly into the
revised FIN 46, rather than into a new interpretation that amends FIN 46. FIN 46R incorporated much of the guidance previously issued in the form of FASB Staff Positions ("FSPs").
The Company is required to apply FIN 46R to all of its investments that are subject to FIN 46R no later than the end of the first reporting period that ends after March 15, 2004.
However, the Company is required to apply the provisions of FIN 46 or FIN 46R to investments in entities that are considered to be special-purpose entities December 31, 2003. The
Company does not have any investments in entities that are considered special-purpose entities as of December 31, 2003. The Company does not expect its evaluation of its investments that will
be subject to FIN 46R for the quarter ended March 31, 2004 to result in the consolidation of any entities. FIN 46 and FIN 46R do not have an impact on net income available
to common shareholders or the Company's liquidity.

In
April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging
activities under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 149 (1) clarifies under what circumstances a contract with an
initial net investment meets the characteristic of a

F-15

---

derivative
discussed in paragraph 6(b) of Statement 133, (2) clarifies when a derivative contains a financing component, (3) amends the definition of an underlying derivative
instrument to conform it to language used in FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others," and (4) amends certain other existing pronouncements. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003. The Company has applied
the provisions of this pronouncement to all contracts entered into during the second half of 2003 which resulted in no impact on its results of operations, financial position or liquidity.

In
May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity."
SFAS No. 150 establishes standards for how an issuer classifies and measures in its statement of financial position certain instruments with characteristics of both liabilities and
equity. SFAS No. 150 requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances) because that financial instrument
embodies an obligation of the issuer. This pronouncement requires the issuer to mark-to-market certain minority interest liabilities as of the balance sheet date with the
adjustment posted to the statement of operations.
SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003. On October 29, 2003, the FASB elected to defer the provisions of paragraph 9 and 10 of SFAS No. 150 as they apply to mandatorily redeemable
non-controlling interests. The FASB's decision with respect to the deferral, early adoption, and restatement will likely be issued in conjunction with the finalization of the proposed FASB
Staff Position 150-c, "Effective Date and Transition for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities of SFAS No. 150."

At
the July 31, 2003 Emerging Issues Task Force ("EITF") meeting, Topic D-42, "The Effect on the Calculation of Earnings per Share for the Redemption or Induced
Conversion of Preferred Stock," was clarified for the purposes of applying Topic D-42. When calculating the excess of (1) fair value of the consideration transferred to the holders
of the preferred stock over (2) the carrying amount of the preferred stock in the registrant's balance sheet, the carrying amount of the preferred stock should be reduced by the issuance costs
of the preferred stock, regardless of where in the stockholders' equity section those costs were initially classified on issuance. This clarification of Topic D-42 has affected the
Company's accounting for its original offering costs upon the redemption of its 8.48% Series A Cumulative Redeemable Preferred Shares ("Series A Preferred Shares") which were redeemed
May 6, 2003 and its variable rate Series C Cumulative Redeemable Preferred Shares ("Series C Preferred Shares") which were redeemed on July 7, 2003. Preferred dividends on
the Company's statement of operations includes $3,101 from the original offering costs on the redeemed Series A Preferred Shares and $187 from the original offering costs of the Series C
Preferred Shares.

3. Property Acquisitions and Dispositions

During each of the years ended December 31, 2003, 2002 and 2001, the Company acquired 13, 28 and 16 operating properties, respectively, consisting
principally of single-tenant buildings for an aggregate purchase price of approximately $127,901, $129,247 and $69,899, respectively. The properties were funded with proceeds from properties sold,
borrowings under the Company's lines

F-16

---

of
credit, and proceeds of debt issuances in 2002 and 2003. The acquisitions have been accounted for utilizing the purchase method of accounting, and accordingly, the results of operations of the
acquired properties are included in the consolidated statements of operations from the dates of acquisition.

The
Company disposed of 14 properties and 14 land parcels in 2003, 19 properties and 6 land parcels in 2002, and 18 properties and 3 land
parcels in 2001 for aggregate proceeds of approximately $73,529, $163,200 and $80,961, respectively.

4. Mortgage and Other Notes Receivable

As of December 31, 2003, the Company had mortgages and other notes receivable outstanding of $63,084. The notes bear interest at rates ranging from 4.0% to
11.0% and mature at dates ranging from February 2004 to June 2023. As of December 31, 2002, the Company had mortgage and other notes receivable outstanding of $30,287, bearing
interest ranging from 6.25% to 11.0% and maturing at dates ranging from July 2003 to December 2020. Certain notes require payment of interest and principal monthly. The following
schedule presents the principal payments and balances due upon maturity for mortgage notes receivable as of December 31, 2003:

Total2004

$
33,2932005


4,0152006


3,2012007


7042008


774thereafter


21,097Total

$
63,084


Land
and buildings have been pledged as collateral for certain the above notes receivable held as mortgages.

5. Investment in and Advances to Affiliates



CRS owns 25% of CenterPoint Venture, L.L.C. (the "Venture") which is engaged to position, package and sell stabilized industrial property investment
opportunities. CalEast, a partnership of the California Public Employees Retirement System and Jones Lang LaSalle own the remaining 75% of the Venture. Members make capital contributions equal to
their respective pro-rata ownership percentages. The Company can earn a promote distribution once 11% cumulative preferred distributions have been paid in accordance with the Venture
agreement dated December 29, 1999. All cash distributions are paid at the end of each calendar quarter, to each member.

In
conjunction with the consolidation of CRS, the Company's investment in affiliate for December 31, 2003 and 2002 and equity in affiliate for the three years ended
December 31, 2003 include the Venture.

F-17

---

Summarized
financial information for the Venture is shown below:

Balance Sheets:

|                                      |                               | December 31, 2003 |                   | December 31, 2002
|------------------------------------- | ----------------------------- | ----------------- | ----------------- | -----------------
|Assets                                |                               |                   |                   |                  
|                                      | Net investment in real estate |                   | $                 | 93,312           
|                                      | Other assets                  |                   |                   | 3,983            
|                                      |                               |                   |                   |                  
|                                      |                               |                   | Total assets      |                  
|                                      |                               |                   |                   |                  
|Liabilities                           |                               |                   |                   |                  
|                                      | Secured line of credit        |                   | $                 | 55,000           
|                                      | Other liabilities             |                   |                   | 10,183           
|                                      |                               |                   |                   |                  
|                                      |                               |                   | Total liabilities |                  
|Members' equity                       |                               |                   | 32,112            |                  
|                                      |                               |                   |                   |                  
|Total liabilities and members' equity |                               | $                 | 97,295            |                  
|                                      |                               |                   |                   |                  

Statements of Operations:

|                                   |                                                        | Year Ending December 31,
|---------------------------------- | ------------------------------------------------------ | ------------------------
|
|Rental revenue                     |                                                        | $                       
|Operating expenses                 |                                                        |                         
|                                   | Property, operating and leasing                        |                         
|                                   | Depreciation and amortization                          |                         
|                                   | Interest                                               |                         
|                                   |                                                        |                         
|                                   |                                                        |                         
|                                   |                                                        |                         
|Operating income                   |                                                        |                         
|Discontinued operations            |                                                        |                         
|                                   | Gain on sale of real estate                            |                         
|                                   | Income from operations                                 |                         
|                                   | Minority interest allocable to discontinued operations |                         
|Gain (loss) on sale of real estate |                                                        |                         
|                                   |                                                        |                         
|Net income                         |                                                        | $                       
|                                   |                                                        |                         

F-18

---

The
following table portrays certain operating information for the Venture as of the end of December 31, 2003, 2002 and 2001:

|                                                             |  | 2003        |  | 2002        |  | 2001       
|------------------------------------------------------------ |  | ----------- |  | ----------- |  | -----------
|Number of owned warehouse/industrial properties              |  | 17          |  | 14          |  | 9          
|Square footage of owned warehouse/industrial properties      |  | 2.4 million |  | 2.6 million |  | 1.9 million
|Occupancy                                                    |  | 76.9%       |  | 78.1%       |  | 94.2%      
|Number of warehouse/industrial properties under construction |  |            |  |            |  | 3          

In
2000, CRS paid an additional $1,800 in syndication fees relating to the Venture and is amortizing this on a straight-line basis over the life of the Venture,
7 years. Amortization of the syndication fees of $257 is included in equity in net income (loss) of affiliates
on the Company's Consolidated Statement of Operations for each of the twelve months ended December 31, 2003, 2002 and 2001. Unamortized syndication fees of $793, $1,050 and $1,307 are included
in investments in affiliates in the Company's Consolidated Balance Sheets as of December 31, 2003, 2002 and 2001, respectively.



On January 14, 2002, CenterPoint finalized a joint venture agreement with Ford Motor Land Development Corporation ("Ford Land") to develop Ford's new
automotive supplier manufacturing campus located on Chicago's southeast side. Chicago Manufacturing Campus, LLC ("CMC"), is owned 51% by CenterPoint and 49% by Ford Land. The park will occupy a
155-acre former brownfield site located approximately one-half mile from Ford's Chicago Assembly Plant on the southeast side, near the intersection of 126th Street and Torrence
Avenue. Site preparation and construction of four buildings, or 1.6 million square feet, began during the second quarter of 2002 and was completed in the third quarter of 2003. Equity
contributions by the venture partners of CMC are summarized below (as of December 31, 2003):

CenterPoint

Ford LandLand contributions

$
5,337

$
Cash contributions


32,134


36,000Total contributions

$
37,471

$
36,000Total contribution commitment

$
52,000

$
36,000


Although
the Company has a majority ownership in the venture, there is equal participation on the board of directors of the venture, which provides the minority owner with participating
rights that meet the criteria of EITF 96-16, "Investor's Accounting for an Investee When the Investor Has a Majority of the Voting Interest but the Minority Shareholder or Shareholders
Have Certain Approval or Veto Rights". Accordingly, the Company is accounting for the venture using the equity method. Summarized financial information for CMC is shown below.

F-19

---

Balance Sheet:

|                              |                                                | December 31, 2003 |                                       | December 31, 2002
|----------------------------- | ---------------------------------------------- | ----------------- | ------------------------------------- | -----------------
|Assets:                       |                                                |                   |                                       |                  
|                              | Land                                           |                   | $                                     | 21,614           
|                              | Building                                       |                   |                                       | 53,399           
|                              | Construction in progress                       |                   |                                       |                 
|                              |                                                |                   |                                       |                  
|                              |                                                |                   |                                       | 75,013           
|                              | Less accumulated depreciation and amortization |                   |                                       | (999             
|                              |                                                |                   |                                       |                  
|                              |                                                |                   | Net investment in real estate         |                  
|                              | Cash and cash equivalents                      |                   |                                       | 4,423            
|                              | Restricted cash                                |                   |                                       | 1,051            
|                              | Tenant accounts receivable, net                |                   |                                       | 438              
|                              | Prepaid expenses and other assets              |                   |                                       | 473              
|                              | Deferred expenses, net                         |                   |                                       | 67               
|                              |                                                |                   |                                       |                  
|                              |                                                |                   | Total assets                          |                  
|                              |                                                |                   |                                       |                  
|Liabilities:                  |                                                |                   |                                       |                  
|                              | Accounts payable                               |                   | $                                     | 3,249            
|                              | Accrued expenses                               |                   |                                       | 3,788            
|                              | Security and tenant improvement deposits       |                   |                                       | 491              
|                              |                                                |                   |                                       |                  
|                              |                                                |                   | Total liabilities                     |                  
|Commitments and contingencies |                                                |                   |                                       |                  
|Members' equity:              |                                                |                   |                                       |                  
|                              | Ford Motor Land Development Corporation        |                   |                                       | 35,739           
|                              | CenterPoint CMC Holdings, LLC                  |                   |                                       | 37,199           
|                              |                                                |                   |                                       |                  
|                              |                                                |                   | Total members' equity                 |                  
|                              |                                                |                   | Total liabilities and members' equity |                  
|                              |                                                |                   |                                       |                  

F-20

---



Statement of Operations:

For the Year Ended
December 31, 2003

For the Year Ended
December 31, 2002Revenues:Minimum rents

$
3,264

$
Straight line rents


362


Expense reimbursements


394


Total revenue


4,020


ExpensesReal estate taxes

$
58

$
Property operating and leasing


280


General and administrative


46


11Depreciation and amortization


1,003


Total expenses


1,387


11Operating income


2,633


(11
)Interest Income


78


109Net income

$
2,711

$
98


CenterPoint
incurred $357 in development department costs that were not reimbursed by CMC upon original purchase of the land and are included in the Company's investments in and advances
to affiliates. These development department costs will be written off upon any sale of the land. Additionally, during the entire construction period, the Company has capitalized interest of $923 in
2003 and $661 in 2002 to the extent of its equity investment at the time and this interest is included in investments in and advances to affiliates. These costs are being amortized over the
depreciation period of the buildings constructed in this project. For the twelve months ended December 31, 2003, the Company amortized $20 of these costs, and there was no such amortization in
2002.

Also,
the Company earned fees from CMC totaling $1,127 in 2003 and $1,765 in 2002. $518 and $865 of which were recognized in real estate fee income for development services for 2003 and
2002, respectively. $609 and $900 of additional fees were deferred due to the Company's ownership percentage in CMC for 2003 and 2002, respectively. At December 31, 2003 and 2002, the Company
had $356 and $717 in fees receivable from CMC, respectively.

6. Developer Notes (Tax Increment Financing)

As of December 31, 2003 the Company held two series of Tax Increment Financing (TIF) developer notes receivable. As of December 31, 2002, the
Company held three series of TIF developer notes receivable. The first series of developer notes relate to a 25 acre sold development at the Chicago International Produce Market ("CIPM") in the city
of Chicago, Illinios. The second series of developer notes relate to the 2,200 acre CenterPoint Intermodal Center ("CIC") in the city of Elwood, Illinois. The final series of developer notes related
to an 18 acre development at 5800 West

F-21

---

Touhy
Avenue, Niles Illinois, for an office development. The Niles property was sold in 2002 and the developer notes were repaid in 2003.

All
of the developer notes receivable were provided to the Company in connection with redevelopment plans that the Company and each respective municipality are currently involved with or
were involved with in the past. The developer notes were provided to the Company under the terms of three different redevelopment agreements, all of which were issued to the Company after certain
construction costs were incurred to develop previously undeveloped land.

Each
of the developer notes mentioned above are to be repaid by the respective municipalities from real estate tax increment collections within their respective TIF districts. However,
the terms related to each of these TIF districts and the sources of real estate tax increment used to repay the developer notes receivable are each unique:





As of December 31, 2002 and for the three quarters ending September 30, 2003, the Company had been applying the same accounting principle for all of
the developer notes described above. The developer notes were recorded when the collectibility of the developer notes had been demonstrated. The recorded value of such notes were accounted for as cost
reimbursement arrangements; thereby reducing the basis of the related development.

During
the fourth quarter of 2003 the Company changed its accounting policy related to developer notes receivable where the sole source of real estate tax increment will be produced by
the Company's own development activities. Where this is the case, the real estate tax increments paid to

F-22

---

the
municipality are essentially returned to the Company. Accordingly, the developer note receivable is more representative of a real estate tax abatement arrangement than a cost reimbursement
arrangement that is being funded over time through municipal revenue sources derived from third parties.

Because
the CIC project encompasses an entire TIF district and this TIF district is the sole source of real estate tax increment for purposes of servicing the CIC series of TIF developer
notes, the Company's accounting policy for the CIC developer notes has changed from a cost reimbursement arrangement to a real estate tax abatement arrangement. The new accounting policy reflects the
fact that when the Company pays real estate taxes at the CIC development, the incremental taxes flow through the city of Elwood and are returned to the Company. Under this accounting principle, when
the Company accrues real estate taxes at the CIC (because real estate taxes are paid one year in arrears) the Company simultaneously accrues an abatement receivable to offset the tax expense incurred.

As
the Company sells land parcels in the CIC development third parties become responsible for future real estate taxes; however, the Company will continue to receive tax increment
payments produced by such parcels until 2023, the maturity date of the CIC developer notes. Therefore, when third parties become responsible for paying future real estate taxes (e.g. upon sale), the
Company will recognize the developer notes receivable in an amount equal to the discounted value of estimated future real estate tax increment receipts related to the sold parcels though the end of
the developer note agreement. The notes recognized will decrease the carrying cost of parcels upon sale, and therefore, increase the gain recognized upon sale.

The
estimate of future real estate taxes on sold parcels is based on current year tax bills and third party estimates of future taxes. The discount rate used to determine the present
value of the future real estate taxes is the face rate on the developer notes receivable (10% in the case of the CIC developer notes).

Since
the Company has adopted this change in accounting policy in the fourth quarter of 2003, the new policy has been retroactively applied to the first quarter of 2003, resulting in a
cumulative effect of a change in accounting principle of $6,528, representing the establishment of CIC developer notes and interest receivable of $5,904 for sold parcels at CIC and $624 for real
estate tax abatements related to 2002 real estate taxes at CIC. This change in accounting treatment also increased net income (over that which would have been reported under the previous accounting
policy) for the first nine month of 2003 by $3,684, which relates to 2003 real estate tax abatements at CIC and the recognition of additional developer note principal and interest receivables due to
the sale of parcels of CIC during 2003. The four quarters of 2003 as presented in Note 21 reflect the impact of the new accounting principle. The new accounting policy is deemed to more
appropriately reflect the substance of the CIC developer notes and the agreement that the Company has with the town of Elwood, Illinois.

7. Financial Impact of Change in Accounting for TIF Notes

As described in Note 6, the Company adopted a new accounting principle for certain developer notes. The following is a summary of the results of operations
of the Company for the years ended

F-23

---

December 31,
2003, 2002 and 2001 and the proforma results of operations assuming the new method of accounting for certain developer notes for those same periods was applied retroactively.

|                                                                                                                        |                                                                                                         | Years Ended December 31, |       
|----------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------- | ------------------------ | ------
|
|Results of operations as reported:                                                                                      |                                                                                                         |                          |       
|Income before cumulative effect of change in accounting principle                                                       |                                                                                                         | $                        | 78,056
|                                                                                                                        | Cumulative effect of change in accounting principle, net of tax                                         |                          |       
|                                                                                                                        |                                                                                                         |                          |       
|Net income                                                                                                              |                                                                                                         |                          | 84,584
|                                                                                                                        | Preferred dividends                                                                                     |                          |       
|                                                                                                                        |                                                                                                         |                          |       
|Net income available to common shareholders                                                                             |                                                                                                         | $                        | 74,985
|                                                                                                                        |                                                                                                         |                          |       
|Basic EPS:                                                                                                              |                                                                                                         |                          |       
|                                                                                                                        | Income available to common shareholders from before cumulative effect of change in accounting principle |                          | $     
|                                                                                                                        | Cumulative effect of change in accounting principle                                                     |                          |       
|                                                                                                                        |                                                                                                         |                          |       
|                                                                                                                        | Net income available to common shareholders                                                             |                          | $     
|                                                                                                                        |                                                                                                         |                          |       
|Diluted EPS:                                                                                                            |                                                                                                         |                          |       
|                                                                                                                        | Income available to common shareholders from before cumulative effect of change in accounting principle |                          | $     
|                                                                                                                        | Cumulative effect of change in accounting principle                                                     |                          |       
|                                                                                                                        |                                                                                                         |                          |       
|                                                                                                                        | Net income available to common shareholders                                                             |                          | $     
|                                                                                                                        |                                                                                                         |                          |       
|Proforma results of operations assuming new method of accounting for certain developer notes was applied retroactively: |                                                                                                         |                          |       
|Net income                                                                                                              |                                                                                                         | $                        | 78,056
|                                                                                                                        | Preferred dividends                                                                                     |                          |       
|                                                                                                                        |                                                                                                         |                          |       
|Net income available to common shareholders                                                                             |                                                                                                         | $                        | 68,457
|                                                                                                                        |                                                                                                         |                          |       
|Basic EPS:                                                                                                              |                                                                                                         |                          |       
|                                                                                                                        | Net income available to common shareholders                                                             |                          | $     
|                                                                                                                        |                                                                                                         |                          |       
|Diluted EPS:                                                                                                            |                                                                                                         |                          |       
|                                                                                                                        | Net income available to common shareholders                                                             |                          | $     
|                                                                                                                        |                                                                                                         |                          |       

F-24

---

8. Deferred Expenses

Fully amortized deferred expenses of $7,620 and $1,608 were written off in 2003 and 2002, respectively. In connection with property dispositions, the Company also
wrote off unamortized deferred leasing and other costs of $407 and $878 in 2003 and 2002, respectively. Also, in 2003 and 2002, CenterPoint wrote off unamortized financing costs of $1,277 and $787 in
connection with property dispositions, respectively.

The
balances are as follows:

December 31,2003

2002Deferred financing costs, net of accumulated amortization of $3,669 and $7,403

$
8,091

$
7,494Deferred leasing and other costs, net of accumulated amortization of $5,973 and $4,880


20,198


8,969$
28,289

$
16,463


F-25

---

9. Long Term Debt

The long-term debt as of December 31, 2003 and 2002 consists of the following:

|                                          |  | Carrying Amount of
Notes at December 31, |         |  |   |         |  |       |   |       |  
|----------------------------------------- |  | ---------------------------------------- | ------- |  | - | ------- |  | ----- | - | ----- | -
|
|
|
|Mortgage Notes Payable and Other Debt:    |  |                                          |         |  |   |         |  |       |   |       |  
|7620 S. 10th Street
Oak Creek, WI         |  |                                          | 1,978   |  |   | 2,076   |  | 8.05% |   | 22(b  | )
|11801 South Central
Alsip, IL             |  |                                          | 3,551   |  |   | 3,863   |  | 7.35% |   | 49(b  | )
|16750 Vincennes
South Holland, IL         |  |                                          | 3,963   |  |   | 4,025   |  | 7.75% |   | 31(b  | )
|Designated pool of three properties (c)   |  |                                          | 13,193  |  |   | 13,761  |  | 7.05% |   | 131(b | )
|BNSF lease collateralized bonds (d)       |  |                                          |        |  |   | 56,228  |  | 6.56% |   | 341(b | )
|Capitalized lease obligation              |  |                                          | 110     |  |   | 333     |  | 7.00% |   | 19(b  | )
|CenterPoint Equipment Capital Debt (l)    |  |                                          | 4,160   |  |   | 4,395   |  | (l    | ) | 48(b  | )
|                                          |  |                                          |         |  |   |         |  |       |   |       |  
|                                          |  |                                          | 26,955  |  |   | 84,681  |  |       |   |       |  
|Senior Unsecured Debt:                    |  |                                          |         |  |   |         |  |       |   |       |  
|Bonds Payable1998                        |  |                                          | 100,000 |  |   | 100,000 |  | 6.75% |   | (e    | )
|Bonds Payable1999                        |  |                                          | 100,000 |  |   | 100,000 |  | 7.14% |   | (e    | )
|Bonds Payable2000                        |  |                                          |        |  |   | 150,000 |  | 7.90% |   | (e    | )
|Bonds Payable2002 (f)                    |  |                                          | 150,000 |  |   | 150,000 |  | 5.75% |   | (e    | )
|Bonds Payable2003 (g)                    |  |                                          | 150,000 |  |   |        |  | 4.75% |   | (e    | )
|                                          |  |                                          |         |  |   |         |  |       |   |       |  
|                                          |  |                                          | 500,000 |  |   | 500,000 |  |       |   |       |  
|Tax Exempt Debt:                          |  |                                          |         |  |   |         |  |       |   |       |  
|City of Chicago Revenue Bonds1997        |  |                                          | 44,100  |  |   | 44,100  |  | (h    | ) | (a    | )
|City of Chicago Revenue Bonds2002 (i)    |  |                                          | 47,000  |  |   | 47,000  |  | (i    | ) | (a    | )
|Illinois Department Finance Authority (j) |  |                                          | 3,110   |  |   | 3,320   |  | (j    | ) | (a    | )
|                                          |  |                                          |         |  |   |         |  |       |   |       |  
|                                          |  |                                          | 94,210  |  |   | 94,420  |  |       |   |       |  
|Line of Credit:                           |  |                                          |         |  |   |         |  |       |   |       |  
|Revolving line of credit                  |  |                                          | 213,700 |  |   | 18,000  |  | (k    | ) | (k    | )
|                                          |  |                                          |         |  |   |         |  |       |   |       |  
|Total long term debt                      |  | $                                        | 834,865 |  | $ | 697,101 |  |       |   |       |  
|                                          |  |                                          |         |  |   |         |  |       |   |       |  

---



F-26

---



F-27

---



As
of December 31, 2003 mortgage notes, other debt, senior unsecured debt, tax exempt debt and line of credit mature as follows:

Total2004

$
315,4412005


103,4972006


1,7332007


1,9842008


11,257Thereafter


400,953Total

$
834,865


Based
on borrowing rates available to the Company at the end of 2003 and 2002 for mortgage loans with similar terms and maturities, the fair value of the fixed interest rate mortgage
notes payable was $542,681 compared to $526,955 carrying value for 2003 and $601,142 compared to $580,287 carrying value for 2002.

Land,
buildings and equipment with an aggregate net book value of approximately $30,077 at December 31, 2003 and $65,827 at December 31, 2002 have been pledged as
collateral for the above mortgage debt.

F-28

---

10. Shareholders' Equity



As of December 31, 2003 and 2002, the Company had outstanding shares of 23,345,877 and 23,067,336, respectively.



On November 10, 1997, the Company issued 3,000,000 shares of its Series A Preferred Shares at a purchase price of $25 per share. Dividends on the
Preferred Shares were cumulative from the date of issuance and payable quarterly commencing on January 30, 1998. The Series A Preferred Shares were not redeemable prior to
October 30, 2002.

On
May 5, 2003, the Company issued $75,000 of variable rate Series C Preferred Shares through a private placement to an institutional investor. The initial dividend rate on
the Series C Preferred Shares was three month LIBOR plus 150 basis points. On May 6, 2003, proceeds from this issuance were used to redeem all outstanding shares of the Company's
Series A Preferred Shares (redemption announced April 1, 2003) for an aggregate redemption price of $25.0353 per Series A Preferred Share (approximately $75,106). On
July 7, 2003, the Company redeemed its Series C Preferred Shares with proceeds from the Company's line of credit. Preferred dividends on the Company's statement of operations was
increased by $3,101 and $191 due to the difference between the fair value of the consideration transferred to the holders of the shares and the carrying amount of the Series A Preferred Shares
and the Series C Preferred Shares, respectively.



On June 23, 1999, the Company completed a public offering of 1,000,000 shares of 7.50% Series B Convertible Cumulative Redeemable Preferred Shares
("Series B Preferred Shares") at a purchase price of $50.00 per share. Dividends on the Series B Preferred Shares are cumulative from the date of issuance and payable quarterly
commencing on September 30, 1999. The payment of dividends and amounts upon liquidation will rank senior to the Common Shares. The shares have no maturity date, but may be redeemed by the
Company for $50.00 per share after June 30, 2004. The shares are convertible into common shares at a conversion price of $43.50 per common share, equivalent to a conversion rate of 1 to 1.1494.
In 2003, 11,000 shares were converted into common shares in accordance with the share agreement.

F-29

---



Following are the reconciliations of the numerators and denominators for computing basic and diluted earnings per share ("EPS") data:

Years Ended December 31,2003

2002

2001Numerators:Income (loss) from continuing operations

$
31,928

$
28,570

$
(8,545
)Gain on sale of real estate, net of tax


5,696


12,962


30,153Dividend on preferred shares


(9,599
)

(10,090
)

(10,090
)Income available to common shareholders from continuing operationsfor basic and diluted EPS


28,025


31,442


11,518Discontinued operationsGain on sale, net of tax


36,785


29,899


Income from operations of sold properties, net of tax


3,647


3,961


6,389Discontinued operationsfor basic and diluted EPS


40,432


33,860


6,389Income available to common shareholders before cumulative effect of change in accounting principle


68,457


65,302


17,907Cumulative effect of change in accounting principlefor basic and diluted EPS


6,528





Net income available to common shareholdersfor basic and diluted EPS

$
74,985

$
65,302

$
17,907Denominators:Weighted average common shares outstandingfor basic EPS


23,010,730


22,758,051


22,432,601Effect of share options and grants


733,310


626,799


593,092Weighted average common shares outstandingfor diluted EPS


23,744,040


23,384,850


23,025,693Basic EPS:Income available to common shareholders from continuing operations

$
1.22

$
1.38

$
0.51Discontinued operations


1.76


1.49


0.29Cumulative effect of change in accounting principle


0.28





Net income available to common shareholders

$
3.26

$
2.87

$
0.80Diluted EPS:Income available to common shareholders from continuing operations

$
1.18

$
1.34

$
0.50Discontinued operations


1.71


1.45


0.28Cumulative effect of change in accounting principle


0.27





Net income available to common shareholders

$
3.16

$
2.79

$
0.78


F-30

---



The assumed conversion of convertible preferred stock into common shares for purposes of computing diluted EPS by adding convertible preferred dividends to the
numerator and adding assumed share conversions to the denominator for 2003, 2002 and 2001 would be anti-dilutive.

11. Stock Incentive Plans

As of December 31, 2003 the Company has reserved 998,969 common shares for future issuance under the 2003 Omnibus Employee Retention and Incentive Plan
(the "2003 Plan"), 54,669 common shares for future issuance under the 1995 Director Stock Plan and 1,000,000 common shares for future issuance under the dividend reinvestment and stock purchase plan.



On May 16, 2003, the Shareholders adopted the 2003 Plan to permit the Company to continue to make share based awards as part of the Company's
long-term compensation plan. In accordance with the 2003 Plan, no further grants or option awards will be made under the 2000 Omnibus Employee Retention and Incentive Plan (the "2000
Plan"). The 2003 Plan authorizes the award of 1,200,000 shares over its term. The 2003 Plan will be administered by a committee (the "Committee") consisting of two or more non-employee
trustees designated by the Board of Trustees of the Company. No awards may be granted under the 2000 Plan after July 31, 2006. The terms of the 2003 Plan are highlighted below:



F-31

---





In 2003, 2002 and 2001, the Compensation Committee of the Company awarded 116,586, 105,481 and 147,400 restricted share grants to trustees, employees and officers
from the 2003 Plan and the 2002 Plan. For all restricted share awards from the 2003 Plan and the 2000 Plan, unearned compensation is recorded at the date of awards based on the market value of shares.
Unearned compensation, which is shown as a separate component of shareholders' equity, is being amortized to expense over the eight year vesting period.

According
to the terms of each respective grant agreement, the above restricted share grants are designed to vest at the earlier of eight years or at the close of business on the last
day of a period commencing at least two years after the date of the award and including 60 consecutive trading days such that the average total shareholder return for such trading days equals or
exceeds 60%. Total shareholder return includes the cumulative share price appreciation plus dividends since the award.

On
November 18, 2003, shares granted to employees and officers on February 21, 2001 vested after meeting performance targets specified in the 2000 Plan. Restrictions were
lifted on 138,036 shares, resulting in compensation expense of approximately $4,158 representing the unamortized portion of this share issuance. Also, on June 4, 2002, shares granted to
employees on March 8, 2000 vested after meeting performance targets specified in the 1995 Restricted Stock Incentive Plan. Restrictions were lifted on 69,450 shares, resulting in compensation
expense of approximately $1,744 representing the unamortized portion of this share issuance. The amount amortized to expense, inclusive of the early vesting charge, during 2003, 2002, and 2001 was
$6,312, $3,196 and $1,019, respectively.

Under
the terms of the 2003 Plans and the 2000 Plan, employees and officers have the following unvested grants outstanding as of December 31, 2003:

Date of Grant

Number of Shares
Outstanding

Grant Price2000 PlanJanuary 29, 2002

98,208

$
48.70March 7, 2003

112,853

$
56.30March 25, 2003

200

$
58.38May 15, 2003

1,021


60.102003 PlanMay 16, 2003

451


60.55




The 1995 Director Stock Plan is for an aggregate of 75,000 common shares and provides that each independent director, upon election or re-election to
the Board, must receive 50% and may elect to receive 100% of his annual retainer fee in Common Shares at the market price on such date. In 2003, 2002 and 2001, 1,525, 1,797 and 1,720 Common Shares
were issued under this plan, respectively. In connection with the issuance of such shares, $92, $87 and $80 was charged to expense in 2003, 2002 and 2001, respectively.

F-32

---



For the three year period ended December 31, 2003, the Compensation Committee of the Company granted employees, officers and trustees share options as
follows under the terms of the 2003 Plan and the 2000 Plan:

Date of Issue

Number of Shares
Options Issued

Exercise Price2000 PlanFebruary 21, 2001

250,000

$
45.90May 16, 2001

33,000

$
46.51January 29, 2002

184,947

$
48.70May 16, 2002

33,000

$
55.25November 9, 2002

2,708

$
54.49March 7, 2003

139,080

$
56.302003 PlanMay 16, 2003

38,000

$
60.55June 10, 2003

162,580

$
61.35


The
options from both the 2003 Plan and the 2000 Plan were granted at fair market value on the date of grant and have a 10-year term. They become exercisable in 20% annual
increments after one year from date of grant. Option activity for the three years ended December 31, 2003 is summarized below:

|                                                                    |           | 2003      |          | 2002 |       | 2001 
|------------------------------------------------------------------- | --------- | --------- | -------- | ---- | ----- | -----
|
|Outstanding at beginning of year                                    |           | 1,788,721 |          | $    | 37.99 |      
|                                                                    | Granted   |           | 339,660  |      |       | 59.19
|                                                                    | Exercised |           | (205,060 | )    |       | 31.24
|                                                                    | Expired   |           |         |      |       |      
|                                                                    |           |           |          |      |       |      
|Outstanding at end of year                                          |           | 1,923,321 |          |      | 42.46 |      
|                                                                    |           |           |          |      |       |      
|Exercisable at end of year                                          |           | 522,045   |          |      |       |      
|Available for future grant                                          |           | 998,969   |          |      |       |      
|Weighted average per share value of options granted during the year |           |           |          | $    | 5.98  |      

F-33

---

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

2003

2002

2001Risk free interest rate

2.75
%
4.78
%
5.10
%Dividend yield

4.12
%
4.22
%
4.22
%Expected lives

6 years

6 years

6 yearsExpected volatility

16.62
%
17.55
%
18.30
%


The
following table summarizes information about stock options at December 31, 2003:

Options outstanding

Options ExercisableRange of
Exercise Price

Number
Outstanding
at 12/31/03

Weighted
Average
Remaining
Contractual
Life

Weighted
Average
Exercise
Price

Number
Exercisable
at 12/31/03

Weighted
Average
Exercise
Price$18.25-$24.88

31,101

3 years

$
22.53

22,371

$
22.46$29.63-$35.94

815,905

6 years

$
33.60

351,108

$
33.44$37.81-$41.00

233,000

7 years

$
40.55

69,900

$
40.55$45.90-46.51

283,000

8 years

$
45.97

56,600

$
45.97$48.70-55.25

220,655

9 years

$
49.75

22,066

$
49.75$56.30-61.35

339,660

10 years

$
59.19






In July, 1998, the Board of Trustees approved a shareholder protection plan (the "Rights Plan"), declaring a dividend of one right for each share of the Company's
common shares outstanding on or after August 11, 1998. Exercisable 10 days after any person or group acquires 15 percent or more or commences a tender offer for 15 percent
or more of the Company's common shares, each right entitles the holder to purchase from the Company one one-thousandth of a Junior Preferred Share of Beneficial Interest, Series A
(a "Rights Preferred Share"), at a price of $120, subject to adjustment. The Rights Preferred Shares (1) are non-redeemable, (2) are entitled to a minimum preferential
quarterly dividend payment equal to the greater of $25 per share or 1,000 times the Company's common share dividend, (3) have a minimum liquidation preference equal to the greater of $100 per
share or 1,000 times the liquidation payment made per common share and (4) are entitled to vote with the common shares with each Rights Preferred Share having 1,000 votes. 50,000 of the
Company's authorized preferred shares have been designated for the plan.

The
Rights Plan was not adopted in response to any takeover attempt but was intended to provide the Board with sufficient time to consider any and all alternatives under such
circumstances. Its provisions are designed to protect the Company's shareholders in the event of an unsolicited attempt to acquire the Company at a value that is not in the best interest of the
Company's shareholders.

F-34

---

12. 401K Savings Plan

CenterPoint Properties Trust Savings and Retirement Plan (the "401K Plan") was established to cover eligible employees of the Company. Under the 401K Plan
eligible employees may elect to enter into an agreement with the Company to defer a percentage of their compensation up to the annual limit set by the Internal Revenue Service. Employees may elect to
participate at the beginning of each quarter subsequent to achieving 30 days of service. Company matching contributions are made after completion of one year of service. The Company may make a
matching contribution equal to a discretionary percentage of the Participants' salary reductions. The Company contributed 50 percent of the first 8 percent per pay period for the years
ended December 31, 2003, 2002, and 2001. Participants direct the investment of all contributions into various options offered by the 401K Plan. The Company incurred expense of approximately
$268, $274, and $234 in each year, respectively.

13. Impairment of Assets and Asset Held for Sale

As of December 31, 2003, the Company had one operating property at 720 Frontenac, Naperville, IL and two land parcels under contract. The Naperville
operating property and 0.26 acres of land at the Company's development at the corner of California Avenue and the I-290 expressway in Chicago, IL went under contract for sale in the fourth
quarter of 2003. The other land parcel under contract was for 11.85 acres in Naperville and went under contract in the fourth quarter of 2002 (a portion of the 64 acres mentioned below). Net income
(property revenues less real estate taxes, property operating and leasing expenses, property specific interest expense and depreciation and amortization) related to these properties held for sale was
$180, $154 and $152 for the years ended December 31, 2003, 2002 and 2001, respectively.

At
December 31, 2002, CenterPoint had 62.5% of its tenancy in common interest in the 621 acre rail yard leased to the BNSF under contract to sell and therefore, held for sale. The
sale was completed in 2003. Net income (loss) (property revenues less real estate taxes, property operating and leasing expenses, property specific interest expense and depreciation and amortization)
related to this property held for sale was $1,120 and ($599) for the years ended December 31, 2002 and 2001, respectively. There was no operating activity for this property in prior periods.

Also,
at December 31, 2002, the Company has 64 acres of land held for sale, located in a retail and commercial district of Naperville, Illinois which went under contract for sale
in the fourth quarter of 2002. Since the carrying value of this land was greater than the expected net sales proceeds, the Company recorded a $1,228 impairment of this asset in accordance with FAS
No. 144. The decline in value is attributable to weakening market conditions for retail land, the expected use for the land. This property, purchased in 2002, had no net income in any periods
presented. The Company completed the sale of all but 11.85 acres of this property in 2003.

There
can be no assurance that any properties held for sale will be sold.

14. Discontinued Operations

The Company's results of operations include the operating results of both properties disposed and properties held for future sale. For the periods presented, the
Company included all of the results of operations from the 34 operating properties disposed since January 1, 2002 and all properties held for sale as of December 31, 2003 in discontinued
operations, income from discontinued operations,

F-35

---

net
of tax. The following table summarizes the operating results from these properties for the three years ended December 31, 2003:

Three Months Ended September 30,2003

2002

2001Discontinued operations:Total revenues

$
9,708

$
12,694

$
12,733Operating expenses and income taxes


(6,061
)

(8,733
)

(6,344
)Income (loss) from discontinued operations, net of tax

$
3,647

$
3,961

$
6,389


15. Income Taxes

In 2003, 2002 and 2001, because CenterPoint qualified as a REIT and distributed all of its taxable ordinary and capital gain net income, it incurred no federal
income tax liability. The differences between taxable income as reported on CenterPoint's tax return (estimated 2003 and actual 2002 and 2001) and consolidated net income are reported here as follows:

2003
Estimate

2002
Actual

2001
ActualNet income

$
78,056

$
75,392

$
27,997Less: (Net income) loss of CRS, Taxable REIT subsidiary, included above


(1,224
)

(5,438
)

(1,759
)Net income from REIT operations


76,832


69,954


26,238Add: Impairment of asset held for sale





1,228


37,994Less: Straight-line rent (excluding CRS)


(3,471
)

(1,818
)

(4,368
)Less: Cumulative effect of change in accounting principle


(6,528
)




Add: Book depreciation and amortization (excluding CRS)


35,925


32,831


33,966Less: Tax depreciation and amortization


(26,952
)

(26,846
)

(26,897
)Less: Book gain on sale of real estate (excluding CRS)


(41,600
)

(37,969
)

(24,994
)Add: Tax (loss) gain on sale of real estate


16,329


(26,237
)

10,638Add / (less): Other book/tax differences, net


9,944


(1,242
)

2,636Taxable income before adjustments


60,479


9,901


55,213Less: Capital gains








(9,873
)Taxable ordinary income before adjustments subject to 90%

$
60,479

$
9,901

$
45,340


F-36

---

For
income tax purposes, distributions paid to common shareholders consist of ordinary income, return of capital and capital gains if applicable. For the three years ended
December 31, 2003, CenterPoint's dividends per share were taxable as follows:

Year Ended December 31,2003

2002

2001Ordinary income

$
2.43

100.0
%
$
0.01

0.4
%
$
1.62

77.1
%Return of capital




0.0
%

2.30

99.6
%



0.0
%Capital gains




0.0
%



0.0
%

0.31

14.8
%Unrecaptured Section 1250 gains




0.0
%



0.0
%

0.17

8.1
%$
2.43

100.0
%
$
2.31

100.0
%
$
2.10

100.0
%


The
components of income tax (expense) benefit are as follows:

Years Ended December 31,2003

2002

2001Current:Federal

$
(1,272
)
$
(1,380
)
$
(426
)State


(208
)

(56
)

(99
)Deferred:Federal


(488
)

(1,472
)

(499
)State


(57
)

(341
)

(115
)$
(2,025
)
$
(3,249
)
$
(1,139
)


Deferred
income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities. Deferred tax assets (liabilities) include the following as of
December 31, 2003 and December 31, 2002:

Years Ended December 31,2003

2002

2001Fixed assets

$
(2,989
)
$
(2,531
)
$
295Intangible assets


382


293


207Investment in partnerships


(10
)

(532
)

(1,064
)Accrued expenses


79


127


58Prepaid rents


34


45


64Straight-line rent


(130
)

(146
)

(123
)Disallowed interest


1,104


1,759


1,391Net deferred tax asset/(liability)

$
(1,530
)
$
(985
)
$
828


F-37

---

The
provision for income taxes for the years ended December 31, 2003, 2002 and 2001 reconcile to the Company's components of income tax expense for the periods presented as
follows:

|                                                                                                                               |  | Years Ended December 31, |       
|------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------ | ------
|
|Tax (expense) benefit associated with income from operations on sold properties which is included in discontinued operations   |  | $                        | (411  
|Tax (expense) benefit associated with gains and losses on the sale of real estate which is included in discontinued operations |  |                          | (453  
|Tax (expense) benefit associated with gains and losses on the sale of real estate                                              |  |                          | (50   
|Provision for income tax (expense) benefit                                                                                     |  |                          | (1,111
|                                                                                                                               |  |                          |       
|Income tax expense                                                                                                             |  | $                        | (2,025
|                                                                                                                               |  |                          |       

The
income tax expense differs from the amounts computed by applying the Federal statutory rate of 34% to income before cumulative effect of change in accounting principle as follows:

|                                                                     |  | Years Ended December 31, |       
|-------------------------------------------------------------------- |  | ------------------------ | ------
|
|Tax benefit (expense) at federal rate                                |  | $                        | (1,105
|State tax benefit (expense), net of net of Federal benefit (expense) |  |                          | (174  
|Tax exempt interest, at federal rate                                 |  |                          | 264   
|Disallowed interest expense                                          |  |                          | (615  
|Gain on sale of real estate                                          |  |                          | (127  
|Other                                                                |  |                          | (268  
|                                                                     |  |                          |       
|                                                                     |  | $                        | (2,025
|                                                                     |  |                          |       

16. Future Rental Revenues

Under existing noncancelable operating lease agreements as of December 31, 2003, tenants of the warehouse and other industrial properties are committed to
pay in aggregate the following minimum rentals:

2004

$
100,4732005


87,0622006


75,0982007


64,2312008


52,156Thereafter


183,094Total

$
562,114


F-38

---



17. Supplemental Information to Statements of Cash Flows

Years Ended December 31,2003

2002

2001Supplemental disclosure of cash flow information:Interest paid, net of interest capitalized

$
25,563

$
25,283

$
31,190Interest capitalized


8,569


8,444


7,154Dividends declared, not paid





1,060


1,060


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

Purchase of real estate

$
(127,901
)
$
(129,247
)
$
(69,899
)Mortgage notes payable





13,810


800Tax-exempt debt





3,530


Liabilities, net of other assets


(2,694
)

1,847


2,230Acquisition of real estate

$
(130,595
)
$
(110,060
)
$
(66,869
)


In
conjunction with the property dispositions, the Company disposed of the following assets and liabilities:

Disposal of real estate

$
147,286

$
194,212

$
122,672Recognition of TIF Developer Note receivable


(14,994
)




Mortgage notes payable assumed by buyers


(55,992
)

(33,737
)

(21,332
)Mortgage financing provided to buyers


(3,482
)

(9,029
)

(14,642
)Net other assets (liabilities) assumed by buyers


711


11,754


(5,737
)Disposition of real estate

$
73,529

$
163,200

$
80,961


In
2003, the Company recorded charges to preferred dividends relating to the original offering cost of preferred share issuances that were redeemed totaling $3,288, in accordance with
EITF Topic D-42 (see Note 2 for more information).

In
conjunction with the Company's initial and subsequent contributions of land to CMC in 2002, the Company reclassified $5,743 in land basis to investment and advances to affiliates.

As
part of the November 18, 2003 and June 4, 2002 early vesting of stock grants mentioned in Note 11, the Company withheld shares (based on employees' elections)
with a fair value of $3,503 and $1,044 in order to pay employee related taxes based on the statutory rate, respectively. These shares were retired.

F-39

---

In
conjunction with the acquisition of the remaining interest in CRS, the Company acquired the following assets and assumed the following liabilities on January 1, 2001:

Investment in real estate

$
(60,639
)Accumulated depreciation


702Mortgage notes receivable


(3,322
)Investment in CenterPoint Venture, LLC


(8,832
)Construction line of credit


4,133Notes payable to affiliateCenterPoint


60,630Investment in affiliate


1,533Liabilities, net of other assets


5,946$
151


18. Related Party Transactions

The Company earned fees from the Venture totaling $2,344, $503 and $752 for acquisitions, administrative services and for property management services for the
years ended December 31, 2003, 2002 and 2001, respectively. At December 31, 2003, 2002 and 2001, the Company had $126, $104 and $165 receivable for these fees.

One
of the properties disposed of in the first quarter of 2002 was sold to a trustee of the Company for a total sales price of $8,235 and a gain of $2,854. The sale was approved by a
unanimous vote from the remaining trustees based on the advantages of the sale to the Company. The sale price was greater than the value of the property established by an independent appraisal.

Of
the 28 properties acquired in 2002, 15 were purchased for $44,435 from CalEast Industrial Investors, LLC, with which CenterPoint also has a joint venture (CenterPoint Venture LLC,
which is described in Note 5 below).

During
2001, the Company negotiated the securitization of the BNSF land lease for a portion of CIC using Legg Mason, an investment banking firm that employs a Trustee of the Company. The
Company believes this relationship does not compromise the Trustee's independence.

During
2001, the Company purchased a warehouse and other industrial property and assumed its debt with LaSalle Bank totaling $3,100. A Company Trustee is also the Chairman, President and
Chief Executive of LaSalle Bank. The Company believes this relationship does not compromise the Trustee's independence.

During
2001, the Company sold land to the Venture for a total sale price of $3,697. The total gain on the sale was $200, of which $41 was deferred due to its 25% ownership.

During
2001, the Company purchased a property from the Venture for a purchase price of $2,824. The Venture's gain on this sale was $239. The Company eliminated their pro rata portion of
the Venture's gain in the calculation of the Company's equity in income from the Venture.

F-40

---

19. Commitments and Contingencies

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

The
Company is involved in recovery efforts under the terms of its commercial office lease with HALO, who claimed bankruptcy in July of 2001. The Company is pursuing a claim in
bankruptcy for the value of the HALO lease, which is approximately $28,000. The Company is uncertain as to the collectibility of the claim and has therefore not recorded any further recovery in excess
of the Company's accounts receivable balances ($3,055).

The
Company has entered into several contracts for the acquisition of properties. Each acquisition is subject to satisfactory completion of due diligence and, in the case of
developments, completion and occupancy of the project.

At
December 31, 2003, four of the properties owned are subject to purchase options held by certain tenants. The purchase options are exercisable at various intervals through 2027
for amounts that are greater than the net book value of the assets.

20. Subsequent Events

On January 22, 2004, the Company completed the sale of $48,000 of CIC developer notes (described in Note 6). These 10% tax exempt developer notes
represent a portion of those issued by Elwood, Illinois, to reimburse the Company for infrastructure and other costs it incurred in connection with the redevelopment of the former Joliet Arsenal into
CIC. Net proceeds from this developer note sale of $42,024 were used to repay a portion of the Company's unsecured line of credit. At the time of the sale, the Company had $14,994 of developer notes
recognized based on the accounting principles followed, described in Note 6. Accordingly, developer notes recognized for financial reporting purposes as of the date of sale were given sales
treatment in accordance with the FASB's Statement of Financial Accounting Standards No. 140 "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities." The
excess proceeds received over the amount of developer notes recognized for financial reporting purposes as of the date of the sale have been recorded as a liability.

On
March 3, 2003, the Company completed the sale of 90% of its interest in CMC to CalEast CMC Holding LLC for $40,641. The Company continues to act as a property manager for the
properties.

21. Quarterly Financial Highlights (Unaudited)

The following table reflects the results of operations for the Company during the four quarters of 2003 (dollars in thousands, except unit and per share data).
The previously reported results of operations for the quarters ended March 31, June 30, and September 30, 2003 have been adjusted as follows:



F-41

---



F-42

---



|                                                     |                                                                    | Quarter ended |       
|---------------------------------------------------- | ------------------------------------------------------------------ | ------------- | ------
|
|Total revenues                                       |                                                                    | $             | 39,819
|Income from continuing operations                    |                                                                    |               | 9,521 
|Discontinued operations                              |                                                                    |               |       
|                                                     | Gain on sale, net of tax                                           |               |       
|                                                     | Income from operations of sold properties, net of tax              |               |       
|Gain on sale of real estate, net of tax              |                                                                    |               |      
|Cummulative effect of change in accounting principle |                                                                    |               | 6,528 
|Preferred dividends                                  |                                                                    |               | (2,523
|Net income available to common shareholders          |                                                                    |               | 25,842
|Basic EPS:                                           |                                                                    |               |       
|                                                     | Income available to common shareholders from continuing operations |               | $     
|                                                     | Discontinued operations                                            |               |       
|                                                     | Cumulative effect of change in accounting principle                |               |       
|                                                     |                                                                    |               |       
|                                                     | Net income available to common shareholders                        |               | $     
|                                                     |                                                                    |               |       
|Diluted EPS:                                         |                                                                    |               |       
|                                                     | Income available to common shareholders from continuing operations |               | $     
|                                                     | Discontinued operations                                            |               |       
|                                                     | Cumulative effect of change in accounting principle                |               |       
|                                                     |                                                                    |               |       
|                                                     | Net income available to common shareholders                        |               | $     
|                                                     |                                                                    |               |       
|Distributions per common share                       |                                                                    | $             | 0.6075

F-43

---

The
following table reconciles the previously reported net income available to common shareholders to the revised net income available to common shareholders (dollars in thousands,
except unit and per share data):

|                                                                   |                                                                   | Quarter ended
|------------------------------------------------------------------ | ----------------------------------------------------------------- | -------------
|
|Net income available to common shareholders as previously reported |                                                                   | $            
|Effect of reclassification of Series A Preferred offering costs    |                                                                   |              
|2003 effect of change in accounting pronciple                      |                                                                   |              
|Cummulative effect of accounting principle                         |                                                                   |              
|                                                                   |                                                                   |              
|Net income available to common shareholder as revised              |                                                                   | $            
|                                                                   |                                                                   |              
|Basic EPS:                                                         |                                                                   |              
|                                                                   | Net income available to common shareholders as prevously reported |              
|                                                                   | Effect of reclassification of Series A Preferred offering costs   |              
|                                                                   | 2003 effect of change in accounting pronciple                     |              
|                                                                   | Cummulative effect of accounting principle                        |              
|                                                                   |                                                                   |              
|                                                                   | Net income available to common shareholders as reivsed            |              
|                                                                   |                                                                   |              
|Diluted EPS as previously reported:                                |                                                                   |              
|                                                                   | Net income available to common shareholders as prevously reported |              
|                                                                   | Effect of reclassification of Series A Preferred offering costs   |              
|                                                                   | 2003 effect of change in accounting pronciple                     |              
|                                                                   | Cummulative effect of accounting principle                        |              
|                                                                   |                                                                   |              
|                                                                   | Net income available to common shareholders as reivsed            |              
|                                                                   |                                                                   |              

The
following table reflects the results of operations for the Company during the four quarters of 2002 (dollars in thousands, except unit and per share data). The previously reported
results of operations for the four quarters of 2002 have been adjusted to reflect the impact of FAS No. 144. All

F-44

---

operating
properties sold since January 1, 2002 have been reclassified to income from operations of sold properties in discontinued operations.

|                                            |                                                                    | Quarter ended |       
|------------------------------------------- | ------------------------------------------------------------------ | ------------- | ------
|
|Total revenues                              |                                                                    | $             | 35,286
|Income from continuing operations           |                                                                    |               | 4,923 
|Discontinued operations                     |                                                                    |               |       
|                                            | Gain on sale, net of tax                                           |               |       
|                                            | Income from operations of sold properties, net of tax              |               |       
|Gain on sale of real estate, net of tax     |                                                                    |               | 3,916 
|Preferred dividends                         |                                                                    |               | (2,523
|Net income available to common shareholders |                                                                    |               | 14,903
|Basic EPS:                                  |                                                                    |               |       
|                                            | Income available to common shareholders from continuing operations |               | $     
|                                            | Discontinued operations                                            |               |       
|                                            |                                                                    |               |       
|                                            | Net income available to common shareholders                        |               | $     
|                                            |                                                                    |               |       
|Diluted EPS:                                |                                                                    |               |       
|                                            | Income available to common shareholders from continuing operations |               | $     
|                                            | Discontinued operations                                            |               |       
|                                            |                                                                    |               |       
|                                            | Net income available to common shareholders                        |               | $     
|                                            |                                                                    |               |       
|Distributions per common share              |                                                                    | $             | 0.5775

F-45

---



REPORT OF INDEPENDENT AUDITORS  ON FINANCIAL STATEMENT SCHEDULES

To
the Board of Trustees and Shareholders of
CenterPoint Properties Trust

Our
audits of the consolidated financial statements referred to in our report dated March 8, 2004 appearing in this Annual Report on Form 10-K also included an
audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects,
the information set forth therein when read in conjunction with the related consolidated financial statements.

As
discussed in Note 6 to the consolidated financial statements, effective January 1, 2003, the Company changed its accounting policy related to certain developer notes
receivable. As discussed in Note 2 to the consolidated financial statements, on January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."



Chicago,
Illinois
March 8, 2004

F-46

---



SCHEDULE II

CENTERPOINT PROPERTIES TRUST        VALUATION AND QUALIFYING ACCOUNTS        (Dollars in thousands)

|Description                       |                                 | Beginning
Balance |   | Charge to cost
and Expenses |  | Recoveries |       | Deductions(a) |   | Ending
Balance
|--------------------------------- | ------------------------------- | ----------------- | - | --------------------------- |  | ---------- | ----- | ------------- | - | --------------
|For year ended December 31, 2003: |                                 |                   |   |                             |  |            |       |               |   |               
|                                  | Allowance for doubtful accounts |                   | $ | 1,318                       |  | $          | 1,322 |               | $ |              
|                                  |                                 |                   |   |                             |  |            |       |               |   |               
|For year ended December 31, 2002: |                                 |                   |   |                             |  |            |       |               |   |               
|                                  | Allowance for doubtful accounts |                   | $ | 1,617                       |  | $          | 1,137 |               | $ |              
|                                  |                                 |                   |   |                             |  |            |       |               |   |               
|For year ended December 31, 2001: |                                 |                   |   |                             |  |            |       |               |   |               
|                                  | Allowance for doubtful accounts |                   | $ | 505                         |  | $          | 1,439 |               | $ |              
|                                  |                                 |                   |   |                             |  |            |       |               |   |               

---

|NOTE: (a) |  | Deductions represent the write-off of accounts receivable against the allowance for doubtful accounts.
|--------- |  | ------------------------------------------------------------------------------------------------------

F-47

---

Schedule III
CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2003

|                                              |  |  |  |   |       |  |   | Costs Capitalized
Subsequent to Acquisition |  | Gross Amounts at Which
Carried at Close of Period |     |  |   |        |  |   |       | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed |  
|--------------------------------------------- |  |  |  | - | ----- |  | - | ------------------------------------------- |  | ------------------------------------------------- | --- |  | - | ------ |  | - | ----- | ------------------------------------------------------------------- | -
|
|
|Warehouse/industrial properties:              |  |  |  |   |       |  |   |                                             |  |                                                   |     |  |   |        |  |   |       |                                                                     |  
|425 West 151st Street
East Chicago, IN        |  |  |  | $ | 252   |  | $ | 1,805                                       |  | $                                                 | 33  |  | $ | 6,109  |  | $ | 1,155 |                                                                     | $
|201 Mississippi Street
Gary, IN               |  |  |  |   | 807   |  |   | 9,948                                       |  |                                                   | 278 |  |   | 24,761 |  |   |       |                                                                     |  
|1201 Lunt Avenue
Elk Grove Village, IL        |  |  |  |   | 57    |  |   | 146                                         |  |                                                   | 1   |  |   | 40     |  |   |       |                                                                     |  
|620 Butterfield Road
Mundelein, IL            |  |  |  |   | 335   |  |   | 1,974                                       |  |                                                   | 61  |  |   | 382    |  |   |       |                                                                     |  
|1319 Marquette Drive
Romeoville, IL           |  |  |  |   | 948   |  |   | 2,530                                       |  |                                                   |     |  |   | 294    |  |   |       |                                                                     |  
|900 E. 103rd Street
Chicago, IL               |  |  |  |   | 2,226 |  |   | 10,693                                      |  |                                                   |     |  |   | 9,071  |  |   |       |                                                                     |  
|1850 Greenleaf
Elk Grove Village, IL          |  |  |  |   | 509   |  |   | 1,386                                       |  |                                                   |     |  |   | 410    |  |   |       |                                                                     |  
|5990 Touhy Avenue
Niles, IL                   |  |  |  |   | 2,047 |  |   | 8,509                                       |  |                                                   |     |  |   | 3,189  |  |   |       |                                                                     |  
|1400 Busse Road
Elk Grove Village, IL         |  |  |  |   | 439   |  |   | 5,719                                       |  |                                                   |     |  |   | 495    |  |   |       |                                                                     |  
|1250 Carolina Drive
West Chicago, IL          |  |  |  |   | 583   |  |   | 3,836                                       |  |                                                   |     |  |   | 217    |  |   |       |                                                                     |  
|5619 West 115th Street
Alsip, IL              |  |  |  |   | 2,267 |  |   | 12,169                                      |  |                                                   |     |  |   | 2,127  |  |   |       |                                                                     |  
|825 Tollgate Road
Elgin, IL                   |  |  |  |   | 712   |  |   | 3,584                                       |  |                                                   |     |  |   | 198    |  |   |       |                                                                     |  
|820 Frontenac
Naperville, IL                  |  |  |  |   | 906   |  |   | 3,626                                       |  |                                                   |     |  |   | 218    |  |   |       |                                                                     |  
|1510 Frontenac
Naperville, IL                 |  |  |  |   | 621   |  |   | 2,485                                       |  |                                                   | 16  |  |   | 100    |  |   |       |                                                                     |  
|1020 Frontenac
Naperville, IL                 |  |  |  |   | 591   |  |   | 2,363                                       |  |                                                   | 11  |  |   | 497    |  |   |       |                                                                     |  
|1560 Frontenac
Naperville, IL                 |  |  |  |   | 508   |  |   | 2,034                                       |  |                                                   | 12  |  |   | 220    |  |   |       |                                                                     |  
|920 Frontenac
Naperville, IL                  |  |  |  |   | 717   |  |   | 2,367                                       |  |                                                   |     |  |   | 620    |  |   |       |                                                                     |  
|900 W. University Drive
Arlington Heights, IL |  |  |  |   | 817   |  |   | 3,268                                       |  |                                                   | 17  |  |   | 96     |  |   |       |                                                                     |  

F-48

---

|                                             |  |  |  |       |  |        |  | Costs Capitalized
Subsequent to Acquisition |   | Gross Amounts at Which
Carried at Close of Period |   |  |  |       |  |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed | 
|-------------------------------------------- |  |  |  | ----- |  | ------ |  | ------------------------------------------- | - | ------------------------------------------------- | - |  |  | ----- |  | ------ |  | ------------------------------------------------------------------- | 
|
|
|745 Birginal Drive
Bensenville, IL           |  |  |  | 601   |  | 2,406  |  | 1                                           |   | 504                                               |   |  |  | 602   |  | 2,910  |  | 3,512                                                               | 
|21399 Torrence Avenue
Sauk Village, IL       |  |  |  | 1,550 |  | 6,199  |  | 565                                         |   | 707                                               |   |  |  | 2,115 |  | 6,906  |  | 9,021                                                               | 
|2600 N. Elmhurst Road
Elk Grove Village, IL. |  |  |  | 842   |  | 3,366  |  | 1                                           |   | 46                                                |   |  |  | 843   |  | 3,412  |  | 4,255                                                               | 
|8901 W. 102nd Street
Pleasant Prairie, WI    |  |  |  | 900   |  | 3,608  |  |                                             |   | 51                                                |   |  |  | 900   |  | 3,659  |  | 4,559                                                               | 
|8200 100th Street
Pleasant Prairie, WI       |  |  |  | 1,220 |  | 4,890  |  |                                             |   | 37                                                |   |  |  | 1,220 |  | 4,927  |  | 6,147                                                               | 
|10601 Seymour Avenue
Franklin Park, IL       |  |  |  | 2,020 |  | 8,081  |  | 184                                         |   | 13,642                                            |   |  |  | 2,204 |  | 21,723 |  | 23,927                                                              | 
|11701 South Central
Alsip, IL                |  |  |  | 1,241 |  | 4,964  |  | 22                                          |   | 1,474                                             |   |  |  | 1,263 |  | 6,438  |  | 7,701                                                               | 
|11601 South Central
Alsip, IL                |  |  |  | 1,071 |  | 4,285  |  | 53                                          |   | 1,651                                             |   |  |  | 1,124 |  | 5,936  |  | 7,060                                                               | 
|850 Arthur Avenue
Elk Grove Village, IL      |  |  |  | 270   |  | 1,081  |  | 2                                           |   | 689                                               |   |  |  | 272   |  | 1,770  |  | 2,042                                                               | 
|1827 North Bendix Drive
South Bend, IN       |  |  |  | 1,010 |  | 4,040  |  | 24                                          |   | 190                                               |   |  |  | 1,034 |  | 4,230  |  | 5,264                                                               | 
|4400 S. Kolmar
Chicago, IL                   |  |  |  | 603   |  | 2,412  |  | 9                                           |   | 746                                               |   |  |  | 612   |  | 3,158  |  | 3,770                                                               | 
|6600 River Road
Hodgkins, IL                 |  |  |  | 2,640 |  | 10,562 |  | 47                                          |   | 932                                               |   |  |  | 2,687 |  | 11,494 |  | 14,181                                                              | 
|7501 N. 81st Street
Milwaukee, WI            |  |  |  | 1,018 |  | 4,073  |  | 24                                          |   | 83                                                |   |  |  | 1,042 |  | 4,156  |  | 5,198                                                               | 
|1100 Chase Avenue
Elk Grove Village, IL      |  |  |  | 248   |  | 993    |  | 7                                           |   | 313                                               |   |  |  | 255   |  | 1,306  |  | 1,561                                                               | 
|2553 N. Edgington
Franklin Park, IL          |  |  |  | 1,870 |  | 7,481  |  | 67                                          |   | 2,296                                             |   |  |  | 1,937 |  | 9,777  |  | 11,714                                                              | 
|875 Fargo Avenue
Elk Grove Village, IL       |  |  |  | 572   |  | 2,284  |  | 14                                          |   | 1,078                                             |   |  |  | 586   |  | 3,362  |  | 3,948                                                               | 
|1800 Bruning Drive
Itasca, IL                |  |  |  | 1,999 |  | 7,995  |  | (1,193                                      | ) | (7,995                                            | ) |  |  | 806   |  |       |  | 806                                                                 | 
|1501 Pratt Avenue
Elk Grove Village, IL      |  |  |  | 1,047 |  | 4,189  |  | 72                                          |   | 2,234                                             |   |  |  | 1,119 |  | 6,423  |  | 7,542                                                               | 
|400 N. Wolf Road
Northlake, IL               |  |  |  | 4,504 |  | 18,017 |  | (996                                        | ) | 14,553                                            |   |  |  | 3,508 |  | 32,570 |  | 36,078                                                              | 

F-49

---

|                                               |  |  |  |       |  |        |  | Costs Capitalized
Subsequent to Acquisition |   | Gross Amounts at Which
Carried at Close of Period |  |     |  |       |  |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed | 
|---------------------------------------------- |  |  |  | ----- |  | ------ |  | ------------------------------------------- | - | ------------------------------------------------- |  | --- |  | ----- |  | ------ |  | ------------------------------------------------------------------- | 
|
|
|425 South 37th Avenue
St. Charles, IL          |  |  |  | 644   |  | 2,575  |  | 7                                           |   | 260                                               |  |     |  | 651   |  | 2,835  |  | 3,486                                                               | 
|3145 Central Avenue
Waukegan, IL               |  |  |  | 1,270 |  | 5,080  |  | 20                                          |   | 2,515                                             |  |     |  | 1,290 |  | 7,595  |  | 8,885                                                               | 
|2003-2207 South 114th Street
West Allis, WI    |  |  |  | 942   |  | 3,770  |  | 7                                           |   | 290                                               |  |     |  | 949   |  | 4,060  |  | 5,009                                                               | 
|2801 S. Busse Road
Elk Grove Village, IL       |  |  |  | 1,875 |  | 7,556  |  | 12                                          |   | 601                                               |  | 107 |  | 1,887 |  | 8,264  |  | 10,151                                                              | 
|7447 South Central Avenue
Bedford Park, IL     |  |  |  | 437   |  | 1,748  |  | 8                                           |   | 204                                               |  |     |  | 445   |  | 1,952  |  | 2,397                                                               | 
|7525 S. Sayre Avenue
Bedford Park, IL          |  |  |  | 587   |  | 2,345  |  | 5                                           |   | 889                                               |  |     |  | 592   |  | 3,234  |  | 3,826                                                               | 
|1 Allsteel Drive
Aurora, IL                    |  |  |  | 2,458 |  | 9,832  |  | (252                                        | ) | 9,633                                             |  |     |  | 2,206 |  | 19,465 |  | 21,671                                                              | 
|2525 Busse Highway
Elk Grove Village, IL       |  |  |  | 5,400 |  | 12,601 |  | (727                                        | ) | 11,913                                            |  |     |  | 4,673 |  | 24,514 |  | 29,187                                                              | 
|106th and Buffalo Avenue
Chicago, IL           |  |  |  | 248   |  | 992    |  | 9                                           |   | 771                                               |  |     |  | 257   |  | 1,763  |  | 2,020                                                               | 
|2701 S. Busse Road
Elk Grove Village, IL       |  |  |  | 1,875 |  | 5,667  |  | 4                                           |   | 1,678                                             |  | 255 |  | 1,879 |  | 7,600  |  | 9,479                                                               | 
|East Avenue and 55th Street
McCook, IL         |  |  |  | 1,190 |  | 4,761  |  | 943                                         |   | 491                                               |  |     |  | 2,133 |  | 5,252  |  | 7,385                                                               | 
|6757 S. Sayre
Bedford Park, IL                 |  |  |  | 1,236 |  | 4,945  |  | 7                                           |   | 221                                               |  |     |  | 1,243 |  | 5,166  |  | 6,409                                                               | 
|1333 Grandview Drive
Yorkville, WI             |  |  |  | 1,516 |  | 6,062  |  | 5                                           |   | 21                                                |  |     |  | 1,521 |  | 6,083  |  | 7,604                                                               | 
|2301 Route 30
Plainfield, IL                   |  |  |  | 1,217 |  | 4,868  |  | (60                                         | ) | 2,506                                             |  |     |  | 1,157 |  | 7,374  |  | 8,531                                                               | 
|1796 Sherwin Avenue
Des Plaines, IL            |  |  |  | 944   |  | 3,778  |  | 12                                          |   | 1,288                                             |  |     |  | 956   |  | 5,066  |  | 6,022                                                               | 
|2727 W. Diehl Road
Naperville, IL              |  |  |  | 3,071 |  | 14,232 |  | (29                                         | ) | 398                                               |  |     |  | 3,042 |  | 14,630 |  | 17,672                                                              | 
|O'Hare Express CenterA2
Elk Grove Village, IL |  |  |  | 1,097 |  | 7,060  |  |                                             |   | 340                                               |  | 110 |  | 1,097 |  | 7,510  |  | 8,607                                                               | 
|O'Hare Express CenterB1
Elk Grove Village, IL |  |  |  | 1,682 |  | 10,500 |  |                                             |   | 1,089                                             |  | 96  |  | 1,682 |  | 11,685 |  | 13,367                                                              | 
|O'Hare ExpressB2
Elk Grove Village, IL        |  |  |  | 1,618 |  | 6,287  |  |                                             |   | 5,203                                             |  | 328 |  | 1,618 |  | 11,818 |  | 13,436                                                              | 

F-50

---

|                                       |  |  |  |       |  |        |  | Costs Capitalized
Subsequent to Acquisition |   | Gross Amounts at Which
Carried at Close of Period |  |    |  |       |  |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed | 
|-------------------------------------- |  |  |  | ----- |  | ------ |  | ------------------------------------------- | - | ------------------------------------------------- |  | -- |  | ----- |  | ------ |  | ------------------------------------------------------------------- | 
|
|
|O'Hare ExpressC
Elk Grove Village, IL |  |  |  | 2,603 |  | 12,117 |  |                                             |   | 170                                               |  | 50 |  | 2,603 |  | 12,337 |  | 14,940                                                              | 
|2021 Lunt Avenue
Elk Grove Village, IL |  |  |  | 464   |  | 1,855  |  | 8                                           |   | 168                                               |  |    |  | 472   |  | 2,023  |  | 2,495                                                               | 
|200 Champion Dr.
North Lake, IL        |  |  |  | 467   |  | 5,645  |  |                                             |   | 2,149                                             |  | 87 |  | 467   |  | 7,881  |  | 8,348                                                               | 
|745 Dillon Drive
Wood Dale, IL         |  |  |  | 645   |  | 2,820  |  |                                             |   | 95                                                |  |    |  | 645   |  | 2,915  |  | 3,560                                                               | 
|4700 Ironwood Drive
Franklin, WI       |  |  |  | 419   |  | 3,415  |  | 11                                          |   | 53                                                |  |    |  | 430   |  | 3,468  |  | 3,898                                                               | 
|2601 Bond Street
University Park, IL   |  |  |  | 380   |  | 1,527  |  | 8                                           |   | 109                                               |  |    |  | 388   |  | 1,636  |  | 2,024                                                               | 
|201 Oakton
Des Plaines, IL             |  |  |  | 838   |  | 3,351  |  | 8                                           |   | 1,967                                             |  |    |  | 846   |  | 5,318  |  | 6,164                                                               | 
|3601 Runge Avenue
Franklin Park, IL    |  |  |  | 541   |  | 2,180  |  | 3                                           |   | 217                                               |  |    |  | 544   |  | 2,397  |  | 2,941                                                               | 
|3400 N. Powell
Franklin Park, IL       |  |  |  | 812   |  | 3,277  |  | 3                                           |   | 51                                                |  |    |  | 815   |  | 3,328  |  | 4,143                                                               | 
|11440 West Addison
Franklin Park, IL   |  |  |  | 540   |  | 2,200  |  | 3                                           |   | 187                                               |  |    |  | 543   |  | 2,387  |  | 2,930                                                               | 
|3434 N. Powell
Franklin Park, IL       |  |  |  | 429   |  | 1,723  |  | 3                                           |   | 211                                               |  |    |  | 432   |  | 1,934  |  | 2,366                                                               | 
|7633 S. Sayre
Bedford Park             |  |  |  | 167   |  | 700    |  | 4                                           |   | 99                                                |  |    |  | 171   |  | 799    |  | 970                                                                 | 
|1999 N. Ruby
Franklin Park, IL         |  |  |  | 402   |  | 1,615  |  | 3                                           |   | 312                                               |  |    |  | 405   |  | 1,927  |  | 2,332                                                               | 
|11550 W. King Drive
Franklin Park, IL  |  |  |  | 320   |  | 1,303  |  | 3                                           |   | 143                                               |  |    |  | 323   |  | 1,446  |  | 1,769                                                               | 
|7201 S. Leamington
Bedford Park, IL    |  |  |  | 340   |  | 1,697  |  | (4                                          | ) | 289                                               |  |    |  | 336   |  | 1,986  |  | 2,322                                                               | 
|7200 S. Mason
Bedford Park, IL         |  |  |  | 1,037 |  | 4,286  |  | 3                                           |   | 349                                               |  |    |  | 1,040 |  | 4,635  |  | 5,675                                                               | 
|6000 W. 73rd
Bedford Park, IL          |  |  |  | 794   |  | 3,190  |  | 16                                          |   | 865                                               |  |    |  | 810   |  | 4,055  |  | 4,865                                                               | 
|28160 N. Keith
Lake Forest, IL         |  |  |  | 616   |  | 2,496  |  | 3                                           |   | 75                                                |  |    |  | 619   |  | 2,571  |  | 3,190                                                               | 
|28618 N. Ballard
Lake Forest, IL       |  |  |  | 469   |  | 1,943  |  | 3                                           |   | 76                                                |  |    |  | 472   |  | 2,019  |  | 2,491                                                               | 

F-51

---

|                                          |  |       |  |       |  |       |  | Costs Capitalized
Subsequent to Acquisition |  | Gross Amounts at Which
Carried at Close of Period |  |     |  |       |  |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed | 
|----------------------------------------- |  | ----- |  | ----- |  | ----- |  | ------------------------------------------- |  | ------------------------------------------------- |  | --- |  | ----- |  | ------ |  | ------------------------------------------------------------------- | 
|
|
|11400 W. Melrose Street
Franklin Park, IL |  |       |  | 168   |  | 43    |  | 3                                           |  | 11                                                |  |     |  | 171   |  | 54     |  | 225                                                                 | 
|11801 S. Central
Alsip, IL                |  | 3,551 |  | 1,592 |  | 6,367 |  | 2                                           |  | 345                                               |  |     |  | 1,594 |  | 6,712  |  | 8,306                                                               | 
|1808 Swift Dr.
Oak Brook, IL              |  |       |  | 475   |  | 2,620 |  | 675                                         |  | 13,266                                            |  |     |  | 1,150 |  | 15,886 |  | 17,036                                                              | 
|5611 W. Mill Road
Milwaukee, WI           |  |       |  | 218   |  | 925   |  |                                             |  | 89                                                |  |     |  | 218   |  | 1,014  |  | 1,232                                                               | 
|100 W. Whitehall
Northlake, IL            |  |       |  | 578   |  | 7,791 |  |                                             |  | 160                                               |  | 185 |  | 578   |  | 8,136  |  | 8,714                                                               | 
|10145th Street
Munster, IN                |  |       |  | 1,925 |  | 7,700 |  | 1                                           |  | 64                                                |  |     |  | 1,926 |  | 7,764  |  | 9,690                                                               | 
|250 W. 63rd Street
Westmont, IL           |  |       |  | 188   |  | 751   |  |                                             |  | 24                                                |  |     |  | 188   |  | 775    |  | 963                                                                 | 
|22 W 760 Poss Street
Glen Ellyn, IL       |  |       |  | 286   |  | 1,145 |  |                                             |  | 26                                                |  |     |  | 286   |  | 1,171  |  | 1,457                                                               | 
|9714 S. Route 59
Naperville, IL           |  |       |  | 379   |  | 1,517 |  |                                             |  | 32                                                |  |     |  | 379   |  | 1,549  |  | 1,928                                                               | 
|1000 Swanson Dr.
Batavia, IL              |  |       |  | 211   |  | 846   |  |                                             |  | 19                                                |  |     |  | 211   |  | 865    |  | 1,076                                                               | 
|425 N. Villa Avenue
Villa Park, IL        |  |       |  | 325   |  | 1,300 |  |                                             |  | 25                                                |  |     |  | 325   |  | 1,325  |  | 1,650                                                               | 
|16951 State Street
South Holland, IL      |  |       |  | 397   |  | 1,589 |  |                                             |  | 46                                                |  |     |  | 397   |  | 1,635  |  | 2,032                                                               | 
|1207 S. Greenwood
Maywood, IL             |  |       |  | 10    |  | 40    |  |                                             |  | 23                                                |  |     |  | 10    |  | 63     |  | 73                                                                  | 
|1336 W. Monee Rd.
Crete, IL               |  |       |  | 28    |  | 112   |  |                                             |  | 27                                                |  |     |  | 28    |  | 139    |  | 167                                                                 | 
|10047 Virginia Avenue
Chicago Ridge, IL   |  |       |  | 240   |  | 960   |  |                                             |  | 22                                                |  |     |  | 240   |  | 982    |  | 1,222                                                               | 
|1140 W. Thorndale
Itasca, IL              |  |       |  | 374   |  | 1,497 |  | 1                                           |  | 138                                               |  |     |  | 375   |  | 1,635  |  | 2,010                                                               | 
|1705-1775 Hubbard Avenue
Batavia, IL      |  |       |  | 234   |  | 936   |  |                                             |  | 107                                               |  |     |  | 234   |  | 1,043  |  | 1,277                                                               | 
|900 Paramount Parkway
Batavia, IL         |  |       |  | 250   |  | 1,001 |  | 2                                           |  | 32                                                |  |     |  | 252   |  | 1,033  |  | 1,285                                                               | 
|902 Paramount
Batavia, IL                 |  |       |  | 99    |  | 394   |  |                                             |  | 38                                                |  |     |  | 99    |  | 432    |  | 531                                                                 | 

F-52

---

|                                         |  |  |  |       |  |        |  | Costs Capitalized
Subsequent to Acquisition |  | Gross Amounts at Which
Carried at Close of Period |   |     |  |       |  |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed | 
|---------------------------------------- |  |  |  | ----- |  | ------ |  | ------------------------------------------- |  | ------------------------------------------------- | - | --- |  | ----- |  | ------ |  | ------------------------------------------------------------------- | 
|
|
|950 Paramount Parkway
Batavia, IL        |  |  |  | 120   |  | 482    |  |                                             |  | 45                                                |   |     |  | 120   |  | 527    |  | 647                                                                 | 
|934 Paramount Parkway
Batavia, IL        |  |  |  | 82    |  | 326    |  |                                             |  | 23                                                |   |     |  | 82    |  | 349    |  | 431                                                                 | 
|1243-53 Naperville, Dr.
Romeoville, IL   |  |  |  | 526   |  | 2,102  |  |                                             |  | 110                                               |   |     |  | 526   |  | 2,212  |  | 2,738                                                               | 
|1200 Independence Blvd.
Romeoville, IL   |  |  |  | 342   |  | 1,367  |  |                                             |  | 225                                               |   |     |  | 342   |  | 1,592  |  | 1,934                                                               | 
|1265 Naperville Dr.
Romeoville, IL       |  |  |  | 571   |  | 2,285  |  | 1                                           |  | 115                                               |   |     |  | 572   |  | 2,400  |  | 2,972                                                               | 
|737 Fargo Ave.
Elk Grove Village, IL     |  |  |  | 460   |  | 1,841  |  | 12                                          |  | 114                                               |   |     |  | 472   |  | 1,955  |  | 2,427                                                               | 
|3511 W. Greentree Rd.
Milwaukee, WI      |  |  |  | 540   |  | 2,160  |  |                                             |  | 390                                               |   |     |  | 540   |  | 2,550  |  | 3,090                                                               | 
|951 Fargo Avenue
Elk Grove Village, IL   |  |  |  | 954   |  | 2,470  |  |                                             |  | 1,594                                             |   |     |  | 954   |  | 4,064  |  | 5,018                                                               | 
|6736 W. Washington
West Allis, WI        |  |  |  | 814   |  | 3,585  |  | 3                                           |  | 101                                               |   |     |  | 817   |  | 3,686  |  | 4,503                                                               | 
|301 E. Vienna
Milwaukee, WI              |  |  |  | 1,005 |  | 4,022  |  | 22                                          |  | (5                                                | ) |     |  | 1,027 |  | 4,017  |  | 5,044                                                               | 
|3602 N. Kennicott
Arlington Heights, IL  |  |  |  | 515   |  | 3,735  |  | 11                                          |  | 37                                                |   |     |  | 526   |  | 3,772  |  | 4,298                                                               | 
|317 W. Lake Street
Northlake, IL         |  |  |  | 2,735 |  | 10,940 |  |                                             |  | 1,261                                             |   |     |  | 2,735 |  | 12,201 |  | 14,936                                                              | 
|10801 W. Irving Park Rd
Chicago, IL      |  |  |  |      |  | 7,553  |  |                                             |  | 14                                                |   | 159 |  |      |  | 7,726  |  | 7,726                                                               | 
|3450 W. Touhy
Skokie, IL                 |  |  |  | 970   |  | 3,881  |  |                                             |  | 361                                               |   |     |  | 970   |  | 4,242  |  | 5,212                                                               | 
|11100 W. Silver Spring Rd.
Milwaukee, WI |  |  |  | 986   |  | 3,945  |  |                                             |  | 48                                                |   |     |  | 986   |  | 3,993  |  | 4,979                                                               | 
|875 Diggins Street
Harvard, IL           |  |  |  | 788   |  | 3,154  |  | 41                                          |  | 525                                               |   |     |  | 829   |  | 3,679  |  | 4,508                                                               | 
|3400 West Pratt
Lincolnwood, IL          |  |  |  | 1,638 |  | 6,554  |  | 22                                          |  | 3,866                                             |   |     |  | 1,660 |  | 10,420 |  | 12,080                                                              | 
|5200 Proviso Drive
Melrose Park, IL      |  |  |  | 52    |  | 208    |  |                                             |  | 299                                               |   |     |  | 52    |  | 507    |  | 559                                                                 | 
|5000 Proviso Drive
Melrose Park, IL      |  |  |  | 2,809 |  | 11,236 |  |                                             |  | 3,307                                             |   |     |  | 2,809 |  | 14,543 |  | 17,352                                                              | 

F-53

---

|                                              |  |       |  |       |  |        |  | Costs Capitalized
Subsequent to Acquisition |  | Gross Amounts at Which
Carried at Close of Period |  |  |  |       |  |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed | 
|--------------------------------------------- |  | ----- |  | ----- |  | ------ |  | ------------------------------------------- |  | ------------------------------------------------- |  |  |  | ----- |  | ------ |  | ------------------------------------------------------------------- | 
|
|
|4700 Proviso Drive
Melrose Park, IL           |  |       |  | 3,168 |  | 12,673 |  |                                             |  | 663                                               |  |  |  | 3,168 |  | 13,336 |  | 16,504                                                              | 
|10700 Waveland Avenue
Franklin Park, IL       |  |       |  | 686   |  | 2,746  |  |                                             |  | 59                                                |  |  |  | 686   |  | 2,805  |  | 3,491                                                               | 
|5700 McDermott
Berkeley, IL                   |  |       |  | 270   |  | 1,080  |  |                                             |  | 660                                               |  |  |  | 270   |  | 1,740  |  | 2,010                                                               | 
|7000 Monroe Street
Willowbrook, IL            |  |       |  | 1,153 |  | 3,013  |  |                                             |  | 43                                                |  |  |  | 1,153 |  | 3,056  |  | 4,209                                                               | 
|16750 South Vincennes
South Holland, IL       |  | 3,963 |  | 1,178 |  | 4,710  |  |                                             |  | 380                                               |  |  |  | 1,178 |  | 5,090  |  | 6,268                                                               | 
|9700 S. Harlem Ave
Bridgeview, IL             |  |       |  | 576   |  | 2,304  |  |                                             |  | 41                                                |  |  |  | 576   |  | 2,345  |  | 2,921                                                               | 
|1810-1850 Northwestern Ave
Gurnee, IL         |  |       |  | 822   |  | 3,289  |  |                                             |  | 97                                                |  |  |  | 822   |  | 3,386  |  | 4,208                                                               | 
|3841 Swanson Court
Gurnee, IL                 |  |       |  | 623   |  | 2,493  |  |                                             |  | 86                                                |  |  |  | 623   |  | 2,579  |  | 3,202                                                               | 
|6600 Industrial Drive
Milwaukee, WI           |  |       |  | 500   |  | 2,000  |  |                                             |  | 502                                               |  |  |  | 500   |  | 2,502  |  | 3,002                                                               | 
|1221 Grandview Parkway
Yorkville, WI          |  |       |  | 660   |  | 2,641  |  |                                             |  | 12                                                |  |  |  | 660   |  | 2,653  |  | 3,313                                                               | 
|8877 Union Center Road
West Chester, OH       |  |       |  | 5,579 |  | 37,577 |  |                                             |  | 46                                                |  |  |  | 5,579 |  | 37,623 |  | 43,202                                                              | 
|500 Wall Street
Glendale Heights, IL          |  |       |  | 1,610 |  | 6,440  |  |                                             |  | 862                                               |  |  |  | 1,610 |  | 7,302  |  | 8,912                                                               | 
|600 W. Irving Park Road
Bensenville, IL 60106 |  |       |  | 163   |  | 652    |  | 2                                           |  | 344                                               |  |  |  | 165   |  | 996    |  | 1,161                                                               | 
|145 Tower Road
Burr Ridge, IL                 |  |       |  | 463   |  | 1,851  |  |                                             |  | 353                                               |  |  |  | 463   |  | 2,204  |  | 2,667                                                               | 
|1311 Meacham Avenue
Itasca, IL                |  |       |  | 990   |  | 3,960  |  |                                             |  | 666                                               |  |  |  | 990   |  | 4,626  |  | 5,616                                                               | 
|7620 South 10th Street
Oak Creek, WI          |  | 1,978 |  | 620   |  | 2,480  |  | 20                                          |  | 760                                               |  |  |  | 640   |  | 3,240  |  | 3,880                                                               | 
|2900 S. 160th Street
New Berlin, WI           |  |       |  | 1,070 |  | 4,280  |  |                                             |  | 567                                               |  |  |  | 1,070 |  | 4,847  |  | 5,917                                                               | 
|8100 100th Street
Pleasant Prairie, WI        |  |       |  | 348   |  | 1,395  |  |                                             |  | 17                                                |  |  |  | 348   |  | 1,412  |  | 1,760                                                               | 
|6510 W. 73rd Street
Bedford Park, IL          |  |       |  | 1,592 |  | 6,369  |  |                                             |  | 405                                               |  |  |  | 1,592 |  | 6,774  |  | 8,366                                                               | 

F-54

---

|                                           |  |  |  |       |  |       |  | Costs Capitalized
Subsequent to Acquisition |  | Gross Amounts at Which
Carried at Close of Period |   |  |  |       |  |       |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed | 
|------------------------------------------ |  |  |  | ----- |  | ----- |  | ------------------------------------------- |  | ------------------------------------------------- | - |  |  | ----- |  | ----- |  | ------------------------------------------------------------------- | 
|
|
|250 Mannheim Road
Northlake, IL            |  |  |  | 1,184 |  | 4,814 |  |                                             |  | 314                                               |   |  |  | 1,184 |  | 5,128 |  | 6,312                                                               | 
|800-850 Regency Drive
Glendale Heights, IL |  |  |  | 572   |  | 2,288 |  |                                             |  | 668                                               |   |  |  | 572   |  | 2,956 |  | 3,528                                                               | 
|7020 Parkland Court
Milwaukee, WI          |  |  |  | 730   |  | 2,924 |  |                                             |  | 194                                               |   |  |  | 730   |  | 3,118 |  | 3,848                                                               | 
|7025 Parkland Court
Milwaukee, WI          |  |  |  | 1,376 |  | 5,505 |  |                                             |  | (146                                              | ) |  |  | 1,376 |  | 5,359 |  | 6,735                                                               | 
|315 West Edgerton
Milwaukee, WI            |  |  |  | 510   |  | 2,043 |  |                                             |  | 162                                               |   |  |  | 510   |  | 2,205 |  | 2,715                                                               | 
|5211 South 3rd Street
Milwaukee, WI        |  |  |  | 2,390 |  | 9,563 |  |                                             |  | (270                                              | ) |  |  | 2,390 |  | 9,293 |  | 11,683                                                              | 
|7475 South 6th Street
Oak Creek, WI        |  |  |  | 845   |  | 3,384 |  |                                             |  | 66                                                |   |  |  | 845   |  | 3,450 |  | 4,295                                                               | 
|1111 Bowes Road
Elgin, IL                  |  |  |  | 1,099 |  | 4,395 |  | 10                                          |  | (252                                              | ) |  |  | 1,109 |  | 4,143 |  | 5,252                                                               | 
|222 Hartrey Avenue
Evanston, IL            |  |  |  | 510   |  | 2,039 |  |                                             |  | 90                                                |   |  |  | 510   |  | 2,129 |  | 2,639                                                               | 
|2401 Brummel Place
Evanston, IL            |  |  |  | 417   |  | 1,668 |  |                                             |  | 86                                                |   |  |  | 417   |  | 1,754 |  | 2,171                                                               | 
|4930 South 2nd Street
Milwaukee, WI        |  |  |  | 322   |  | 1,287 |  |                                             |  | 179                                               |   |  |  | 322   |  | 1,466 |  | 1,788                                                               | 
|4950 South 2nd Street
Milwaukee, WI        |  |  |  | 121   |  | 485   |  |                                             |  | 60                                                |   |  |  | 121   |  | 545   |  | 666                                                                 | 
|4960 South 2nd Street
Milwaukee, WI        |  |  |  | 138   |  | 552   |  |                                             |  | 102                                               |   |  |  | 138   |  | 654   |  | 792                                                                 | 
|5140 South 3rd Street
Milwaukee, WI        |  |  |  | 110   |  | 438   |  |                                             |  | 172                                               |   |  |  | 110   |  | 610   |  | 720                                                                 | 
|5144 South 3rd Street
Milwaukee, WI        |  |  |  | 128   |  | 512   |  |                                             |  | 21                                                |   |  |  | 128   |  | 533   |  | 661                                                                 | 
|5315 South 3rd Street
Milwaukee, WI        |  |  |  | 616   |  | 2,462 |  |                                             |  | 14                                                |   |  |  | 616   |  | 2,476 |  | 3,092                                                               | 
|5319 South 3rd Street
Milwaukee, WI        |  |  |  | 849   |  | 3,395 |  |                                             |  | (153                                              | ) |  |  | 849   |  | 3,242 |  | 4,091                                                               | 
|5110 South 6th Street
Milwaukee, WI        |  |  |  | 646   |  | 2,582 |  |                                             |  | (149                                              | ) |  |  | 646   |  | 2,433 |  | 3,079                                                               | 
|4903-07 S. Howell Street
Milwaukee, WI     |  |  |  | 162   |  | 650   |  |                                             |  | 136                                               |   |  |  | 162   |  | 786   |  | 948                                                                 | 

F-55

---

|                                         |  |        |     |       |  |        |  | Costs Capitalized
Subsequent to Acquisition |   | Gross Amounts at Which
Carried at Close of Period |   |    |  |       |  |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed | 
|---------------------------------------- |  | ------ | --- | ----- |  | ------ |  | ------------------------------------------- | - | ------------------------------------------------- | - | -- |  | ----- |  | ------ |  | ------------------------------------------------------------------- | 
|
|
|4965 S. Howell Street
Milwaukee, WI      |  |        |     | 222   |  | 890    |  |                                             |   | 235                                               |   |    |  | 222   |  | 1,125  |  | 1,347                                                               | 
|5050 South 2nd Street
Milwaukee, WI      |  |        |     | 417   |  | 1,666  |  |                                             |   | (84                                               | ) |    |  | 417   |  | 1,582  |  | 1,999                                                               | 
|525 West Marquette
Oak Creek, WI         |  |        |     | 654   |  | 2,618  |  |                                             |   | 330                                               |   |    |  | 654   |  | 2,948  |  | 3,602                                                               | 
|300 West Edgerton
Milwaukee, WI          |  |        |     | 371   |  | 1,484  |  |                                             |   | (62                                               | ) |    |  | 371   |  | 1,422  |  | 1,793                                                               | 
|5170-5250 S. 6th Street
Milwaukee, WI    |  |        |     | 1,261 |  | 5,045  |  |                                             |   | (377                                              | ) |    |  | 1,261 |  | 4,668  |  | 5,929                                                               | 
|W165 N5830 Ridgewood
Menomonee Falls, WI |  |        |     | 2,870 |  | 11,479 |  |                                             |   | (966                                              | ) |    |  | 2,870 |  | 10,513 |  | 13,383                                                              | 
|800 Hilltop Drive
Itasca, IL             |  |        |     | 396   |  | 1,585  |  |                                             |   | 452                                               |   |    |  | 396   |  | 2,037  |  | 2,433                                                               | 
|325 Marmon Drive
Bolingbrook, IL         |  |        |     | 1,314 |  | 5,255  |  |                                             |   | 57                                                |   |    |  | 1,314 |  | 5,312  |  | 6,626                                                               | 
|7330 Santa Fe Drive
Hodgkins, IL         |  |        |     | 1,214 |  | 4,856  |  |                                             |   | 208                                               |   |    |  | 1,214 |  | 5,064  |  | 6,278                                                               | 
|2400 Commerce Drive
Libertyville, IL     |  |        |     | 689   |  | 2,755  |  |                                             |   | 142                                               |   |    |  | 689   |  | 2,897  |  | 3,586                                                               | 
|4200 Victoria Street
Chicago, IL         |  |        |     | 207   |  | 828    |  |                                             |   | 47                                                |   |    |  | 207   |  | 875    |  | 1,082                                                               | 
|3740 Hawthorne Lane
Waukegan, IL         |  | 13,193 | (g) | 246   |  | 986    |  |                                             |   | 38                                                |   |    |  | 246   |  | 1,024  |  | 1,270                                                               | 
|3801 Hawthorne Lane
Waukegan, IL         |  |        | (g) | 1,163 |  | 4,652  |  |                                             |   | (270                                              | ) |    |  | 1,163 |  | 4,382  |  | 5,545                                                               | 
|500 Country Club Drive
Bensenville, IL   |  |        | (g) | 1,529 |  | 6,117  |  |                                             |   | (418                                              | ) |    |  | 1,529 |  | 5,699  |  | 7,228                                                               | 
|6333 West Douglas
Milwaukee, WI          |  |        |     | 141   |  | 564    |  |                                             |   | 115                                               |   |    |  | 141   |  | 679    |  | 820                                                                 | 
|333 Northwest Avenue
Northlake, IL       |  |        |     | 560   |  | 2,239  |  | (27                                         | ) | 1,530                                             |   |    |  | 533   |  | 3,769  |  | 4,302                                                               | 
|505 Rail Road Avenue
Northlake, IL       |  |        |     | 1,530 |  | 6,121  |  | 24                                          |   | 752                                               |   |    |  | 1,554 |  | 6,873  |  | 8,427                                                               | 
|1750 S. Lincoln Drive
Freeport, IL       |  |        |     |       |  |        |  |                                             |   | 12,493                                            |   | 37 |  |       |  | 12,530 |  | 12,530                                                              | 
|625 Willowbrook Court
Willowbrook, IL    |  |        |     | 487   |  |        |  |                                             |   | 5,430                                             |   | 97 |  | 487   |  | 5,527  |  | 6,014                                                               | 

F-56

---

|                                        |  |  |  |       |  |        |  | Costs Capitalized
Subsequent to Acquisition |  | Gross Amounts at Which
Carried at Close of Period |   |  |  |       |  |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed | 
|--------------------------------------- |  |  |  | ----- |  | ------ |  | ------------------------------------------- |  | ------------------------------------------------- | - |  |  | ----- |  | ------ |  | ------------------------------------------------------------------- | 
|
|
|515 Factory Road
Addison, IL            |  |  |  | 176   |  | 704    |  |                                             |  | 111                                               |   |  |  | 176   |  | 815    |  | 991                                                                 | 
|13040 South Pulaski Avenue
Alsip, IL    |  |  |  | 1,980 |  | 7,921  |  |                                             |  | (636                                              | ) |  |  | 1,980 |  | 7,285  |  | 9,265                                                               | 
|1901 Chicory Road
Mount Pleasant, WI    |  |  |  | 723   |  | 2,892  |  |                                             |  | 26                                                |   |  |  | 723   |  | 2,918  |  | 3,641                                                               | 
|10 East Golf Road
Des Plaines, IL       |  |  |  | 486   |  | 1,946  |  |                                             |  | 52                                                |   |  |  | 486   |  | 1,998  |  | 2,484                                                               | 
|7000 North Austin Avenue
Niles, IL      |  |  |  | 390   |  | 1,562  |  |                                             |  | 80                                                |   |  |  | 390   |  | 1,642  |  | 2,032                                                               | 
|800 Albion Avenue
Schaumburg, IL        |  |  |  | 731   |  | 2,925  |  |                                             |  | 576                                               |   |  |  | 731   |  | 3,501  |  | 4,232                                                               | 
|1725 Delaney
Gurnee, IL                 |  |  |  | 197   |  | 789    |  |                                             |  | 32                                                |   |  |  | 197   |  | 821    |  | 1,018                                                               | 
|955 Pratt Blvd.
Elk Grove Village, IL   |  |  |  | 851   |  | 3,403  |  |                                             |  | 258                                               |   |  |  | 851   |  | 3,661  |  | 4,512                                                               | 
|7500 North Caldwell
Niles, IL           |  |  |  | 585   |  | 2,341  |  |                                             |  | 41                                                |   |  |  | 585   |  | 2,382  |  | 2,967                                                               | 
|2200 Channahon Road Bldg A&B
Joliet, IL |  |  |  | 8,746 |  | 34,985 |  |                                             |  | 124                                               |   |  |  | 8,746 |  | 35,109 |  | 43,855                                                              | 
|2200 Channahon Road Bldg C
Joliet, IL   |  |  |  | 1,788 |  | 7,152  |  |                                             |  | 124                                               |   |  |  | 1,788 |  | 7,276  |  | 9,064                                                               | 
|2200 Channahon Road Bldg D
Joliet, IL   |  |  |  | 931   |  | 3,724  |  |                                             |  | 125                                               |   |  |  | 931   |  | 3,849  |  | 4,780                                                               | 
|2200 Channahon Road Bldg E
Joliet, IL   |  |  |  | 1,758 |  | 7,033  |  |                                             |  | 124                                               |   |  |  | 1,758 |  | 7,157  |  | 8,915                                                               | 
|21561 West Drmmund Road
Elwood, IL      |  |  |  | 1,580 |  | 9,414  |  |                                             |  |                                                   |   |  |  | 1,580 |  | 9,414  |  | 10,994                                                              | 
|26416-26634 Center Point Dr
Elwood, IL  |  |  |  | 2,512 |  | 13,583 |  |                                             |  |                                                   |   |  |  | 2,512 |  | 13,583 |  | 16,095                                                              | 
|2800 Henkle Drive
Lebanon, OH           |  |  |  |       |  | 4,061  |  |                                             |  | 70                                                |   |  |  |       |  | 4,131  |  | 4,131                                                               | 
|3620 Swenson Avenue
St. Charles, IL     |  |  |  | 378   |  | 1,517  |  |                                             |  | 25                                                |   |  |  | 378   |  | 1,542  |  | 1,920                                                               | 
|7750 Industrial Drive
Forest Park, IL   |  |  |  | 360   |  | 1,534  |  |                                             |  | 167                                               |   |  |  | 360   |  | 1,701  |  | 2,061                                                               | 
|1 North Bridge Street
Gary, IN          |  |  |  | 593   |  | 1,817  |  | 590                                         |  | 1,376                                             |   |  |  | 1,183 |  | 3,193  |  | 4,376                                                               | 

F-57

---

|                                                  |  |  |  |       |  |        |  | Costs Capitalized
Subsequent to Acquisition |  | Gross Amounts at Which
Carried at Close of Period |  |       |  |       |  |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed | 
|------------------------------------------------- |  |  |  | ----- |  | ------ |  | ------------------------------------------- |  | ------------------------------------------------- |  | ----- |  | ----- |  | ------ |  | ------------------------------------------------------------------- | 
|
|
|11601 Touhy Avenue
Elk Grove Village, IL          |  |  |  |       |  | 11,523 |  |                                             |  | 447                                               |  | 15    |  |       |  | 11,985 |  | 11,985                                                              | 
|                                                  |  |  |  |       |  |        |  |                                             |  |                                                   |  |       |  |       |  |        |  |                                                                     | 
|Land Held for Construction in progress:           |  |  |  |       |  |        |  |                                             |  |                                                   |  |       |  |       |  |        |  |                                                                     | 
|5480 W. 70th
Bedford Park, IL                     |  |  |  | 475   |  |        |  | 3                                           |  |                                                   |  |       |  | 478   |  |        |  | 478                                                                 | 
|Caterpiller Land
Joliet, IL                       |  |  |  | 3,579 |  |        |  |                                             |  |                                                   |  |       |  | 3,579 |  |        |  | 3,579                                                               | 
|Diehl Road
Naperville, IL                         |  |  |  | 3,107 |  |        |  | 54                                          |  |                                                   |  |       |  | 3,161 |  |        |  | 3,161                                                               | 
|McCook land held for development
McCook, IL       |  |  |  |       |  |        |  | 5,362                                       |  |                                                   |  |       |  | 5,362 |  |        |  | 5,362                                                               | 
|                                                  |  |  |  |       |  |        |  |                                             |  |                                                   |  |       |  |       |  |        |  |                                                                     | 
|Construction in progress:                         |  |  |  |       |  |        |  |                                             |  |                                                   |  |       |  |       |  |        |  |                                                                     | 
|Naperville Land
Naperville, IL                    |  |  |  |       |  |        |  |                                             |  | 13,937                                            |  | 1,393 |  |       |  | 15,330 |  | 15,330                                                              | 
|Kennay Land
Rochelle, IL                          |  |  |  |       |  |        |  |                                             |  | 5,423                                             |  | 257   |  |       |  | 5,680  |  | 5,680                                                               | 
|O'Hare Express C-2
Chicago, IL                    |  |  |  |       |  |        |  |                                             |  | 34                                                |  | 4     |  |       |  | 38     |  | 38                                                                  | 
|First Avenue & Joliet Road
McCook, IL             |  |  |  |       |  |        |  |                                             |  | 17,816                                            |  | 799   |  |       |  | 18,615 |  | 18,615                                                              | 
|21561 Mississippi St.Expansion
Elwood, IL        |  |  |  |       |  |        |  |                                             |  | 3,035                                             |  | 16    |  |       |  | 3,051  |  | 3,051                                                               | 
|27413 South Baseline Rd
Elwood, IL                |  |  |  |       |  |        |  |                                             |  | 11,875                                            |  | 87    |  |       |  | 11,962 |  | 11,962                                                              | 
|166th & Kilbourn
Oak Forest, IL                   |  |  |  |       |  |        |  |                                             |  | 1,549                                             |  | 4     |  |       |  | 1,553  |  | 1,553                                                               | 
|21705-21707 West Mississippi
Elwood, IL           |  |  |  |       |  |        |  |                                             |  | 6,350                                             |  | 10    |  |       |  | 6,360  |  | 6,360                                                               | 
|O'Hare Express North  Infrastructure
Chicago, IL |  |  |  |       |  |        |  |                                             |  | 4,866                                             |  | 274   |  |       |  | 5,140  |  | 5,140                                                               | 

F-58

---

|                                             |  |   |        |  |   |         |  | Costs Capitalized
Subsequent to Acquisition |         | Gross Amounts at Which
Carried at Close of Period |   |       |   |   |         |   |   | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed | 
|-------------------------------------------- |  | - | ------ |  | - | ------- |  | ------------------------------------------- | ------- | ------------------------------------------------- | - | ----- | - | - | ------- | - | - | ------------------------------------------------------------------- | 
|
|
|O'Hare Express NorthBuilding #3
Chicago, IL |  |   |        |  |   |         |  |                                             |         |                                                   |   |       |   |   | 2,762   |   |   |                                                                    | 
|O'Hare Express NorthBuilding #5
Chicago, IL |  |   |        |  |   |         |  |                                             |         |                                                   |   |       |   |   | 167     |   |   |                                                                    | 
|Center Point Intermodal Center
Elwood, IL    |  |   |        |  |   |         |  |                                             |         |                                                   |   |       |   |   | 57,022  |   |   | 17,755                                                              | 
|27415 South Industrial Park Dr
Elwood, IL    |  |   |        |  |   |         |  |                                             |         |                                                   |   |       |   |   | 2,731   |   |   | 42                                                                  | 
|California & I-290 Expressway
Chicago, IL    |  |   |        |  |   |         |  |                                             |         |                                                   |   |       |   |   | 1,578   |   |   | 340                                                                 | 
|Retail properties:                           |  |   |        |  |   |         |  |                                             |         |                                                   |   |       |   |   |         |   |   |                                                                     | 
|100 Old McHenry Road
Wheeling, IL            |  |   |        |  |   | 482     |  |                                             | 2,152   |                                                   |   |       |   |   | 129     |   |   |                                                                     | 
|351 N. Rohlwing Road
Itasca, IL              |  |   |        |  |   | 81      |  |                                             | 464     |                                                   |   | 1     |   |   |         |   |   |                                                                     | 
|Offices of the management                    |  |   |        |  |   |         |  |                                             |         |                                                   |   |       |   |   |         |   |   |                                                                     | 
|Company                                      |  |   |        |  |   |         |  |                                             |         |                                                   |   |       |   |   |         |   |   |                                                                     | 
|Oak Brook, IL                                |  |   |        |  |   | 675     |  |                                             | 15,918  |                                                   |   | (524  | ) |   | (5,952  | ) |   | 513                                                                 | 
|                                             |  |   |        |  |   |         |  |                                             |         |                                                   |   |       |   |   |         |   |   |                                                                     | 
|Subtotals                                    |  | $ | 22,685 |  | $ | 189,273 |  | $                                           | 812,190 |                                                   | $ | 5,692 |   | $ | 311,045 |   | $ | 24,174                                                              | 
|Real estate held for sale:                   |  |   |        |  |   |         |  |                                             |         |                                                   |   |       |   |   |         |   |   |                                                                     | 
|720 Frontenac
Naperville, IL                 |  |   |        |  |   | 1,014   |  |                                             | 4,055   |                                                   |   | 22    |   |   | 673     |   |   |                                                                     | 
|California & I-290 Expressway
Chicago, IL    |  |   |        |  |   |         |  |                                             | 26      |                                                   |   |       |   |   |         |   |   |                                                                     | 
|Naperville Land
Naperville, IL               |  |   |        |  |   |         |  |                                             |         |                                                   |   |       |   |   | 1,881   |   |   |                                                                     | 
|                                             |  |   |        |  |   |         |  |                                             |         |                                                   |   |       |   |   |         |   |   |                                                                     | 
|Totals                                       |  | $ | 22,685 |  | $ | 190,287 |  | $                                           | 816,271 |                                                   | $ | 5,714 |   | $ | 313,599 |   | $ | 24,174                                                              | 
|                                             |  |   |        |  |   |         |  |                                             |         |                                                   |   |       |   |   |         |   |   |                                                                     | 

F-59

---



CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES        SCHEDULE III (Continued)        (Dollars in thousands)

Notes to Schedule III:

Reconciliation of Real Estate

Year Ended December 31,2003

2002

2001Balance at the beginning of year

$
1,267,741

$
1,220,455

$
1,112,153Additions


193,451


206,221


258,925Impairment of asset





(1,228
)

(40,000
)Dispositions and asset write-off


(111,147
)

(157,707
)

(110,623
)Balance at close of year

$
1,350,045

$
1,267,741

$
1,220,455


Reconciliation of Accumulated Depreciation and Amortization

Year Ended December 31,2003

2002

2001Balance at beginning of year

$
143,587

$
120,223

$
109,020Depreciation and amortization


33,512


31,314


32,470Impairment of asset








(2,006
)Acquisition of CRS








702Dispositions and asset write-off


(6,343
)

(7,950
)

(19,963
)Balance at close of year

$
170,756

$
143,587

$
120,223


Buildings, improvements and carrying costs

31.5 to 40 yearsLand improvements

15 yearsFurniture, fixtures and equipment

4 to 15 years


F-60

---

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