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



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



| | 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                  
| |  | 8.48% Series A Preferred 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 $.001 per share |  | New York Stock Exchange                  



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TABLE OF CONTENTS

|         |  |                                                                                       |  | Page
|-------- |  | ------------------------------------------------------------------------------------- |  | ----
|PART I  
|Item 1.  |  | Business                                                                              |  | 1   
|Item 2.  |  | Properties                                                                            |  | 8   
|Item 3.  |  | Legal Proceedings                                                                     |  | 17  
|Item 4.  |  | Submission of Certain Items to a Vote of Security Holders                             |  | 17  
|PART II 
|Item 5.  |  | Market for Registrant's Common Equity and Related Matters                             |  | 18  
|Item 6.  |  | Selected Historical Financial Data                                                    |  | 18  
|Item 7.  |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 21  
|Item 7A. |  | Quantitative and Qualitative Disclosures about Market Risk                            |  | 31  
|Item 8.  |  | Financial Statements and Supplementary Data                                           |  | 31  
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  |  | 31  
|PART III
|Item 10. |  | Directors and Executive Officers of the Registrant                                    |  | 32  
|Item 11. |  | Executive Compensation                                                                |  | 32  
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management                        |  | 32  
|Item 13. |  | Certain Relationships and Related Transactions                                        |  | 32  
|PART IV 
|Item 14. |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                       |  | 33  

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PART I

Item 1. Business.

The Company

CenterPoint Properties Trust ("CenterPoint" or the "Company"), a publicly traded real estate investment trust (REIT), is the first major REIT to focus on the
industrial sector. CenterPoint is focused on providing unsurpassed tenant satisfaction, and adding value to its shareholders through customer-driven management, investment, development, and
redevelopment of warehouse, distribution, light manufacturing, and air freight buildings. 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 London Stock Exchange traded
property company 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 local experience. The Company's history provides it with the longest public experience of any industrial property
REIT.

Although
the Company believes it is the largest owner and operator of warehouse/industrial property in the 1.25 billion square-foot Greater Chicago Region, its
portfolio represented 2.5% of the market (based on square footage) as of December 31, 2001. This market share allows the Company substantial opportunities for future growth.

Underpinning
the value of CenterPoint's portfolio is the strength of its internal resources. Key among these is management experience. CenterPoint's management staff averages
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 in a manner that is mutually beneficial.

Business Objectives and Growth Plans

The Company's fundamental business objective is to maximize total return to shareholders through increases in per share distributions and increases in the value
of the Company's franchise. In 2001, the Company achieved a total return of 10%. Since its IPO in December 1993, the Company has outperformed the S&P 500, NASDAQ, Dow Jones and NAREIT Equity
Index on a total return, dividends reinvested basis.

To
achieve its objective of maximizing shareholder returns, the Company pursues complementary operating, investment, financial, and merchant strategies. Efficient systems and processes
support the execution of the Company's business.



1

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Business Focus

As CenterPoint continues to grow, its mission remains to become the industrial landlord of choice in the Greater Chicago region. CenterPoint endeavors to achieve
this goal by providing creative solutions for the changing industrial space needs of its current and prospective tenants. This focus both cultivates and sustains long-term tenant
relationships. CenterPoint serves its tenants by seeking to provide high-quality, attractive space at competitive rates; unwavering attention to the care and maintenance of its properties;
operating charges that reflect economic responsibility; and rapid response to expansion, relocation and other space requirements. In 2001, CenterPoint achieved a 96% tenant retention rate, evidencing
its commitment to tenant satisfaction.

CenterPoint's
business plan is anchored by the following six disciplines:

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



2

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Focus on Greater Chicago.CenterPoint's target market, Greater Chicago, is comprised of the region
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/industrial property. Greater Chicago lies at the center of one of the nation's principal
population and production regions. With over 1.25 billion square-feet of industrial/warehouse space and 24 diverse submarkets (according to a ranking of markets published by CB
Richard Ellis), Greater Chicago has become one of the largest and most diverse warehouse/industrial markets. Its regional advantages have led to significant business in Chicago making it second only
to New York in the number of Fortune 500 company headquarters. As a consequence of its geographic location, the Midwest is the continent's premier transportation hub, possessing attributes critical to
a highly diverse industrial real estate market.





3

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Focus on Tenant Satisfaction.To become the landlord of choice in the Greater Chicago Region, the
Company strives to provide the highest possible service to its tenants by addressing its tenants' occupancy needs and meeting their 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 existing tenants.

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: high quality, attractive space; 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 tenant service strategy benefits from the size and concentration of the Company's real estate holdings in Greater Chicago. As a large owner of warehouse/industrial
properties in a single geographic market, the Company believes it can obtain for its tenants the benefits of bulk purchase of goods and services. 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 independent
trustees. Employee incentive pay is also dependent on the achievement of targeted per share funds from operations and the results of a company-wide audit pertaining to the implementation
of internal processes and procedures, all of which the Company believes enhances tenant service.

Focus on Value-Added Investments.The Company seeks to acquire warehouse/industrial properties that
have an initial cash yield greater than the Company's long term cost of capital

4

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(currently estimated to be 9% to 10%), that offer the best opportunity for cash flow growth, and that meet the Company's investment criteria. Management has established strategies for responding to
every stage of the economic cycle, altering its investment emphasis through the
recovery, strong economy, and recession phases. Thus, when conditions change, the Company is well prepared to meet the needs of its clients with minimal reaction time. All investment activities are
focused on creating value for its tenants by providing high quality and efficient facilities at attractive rental rates.



In
addition to revenues from value-added investments, the Company earns fees from the development of assets for purchase by tenants and institutions. Typically, these transactions have
yields below the Company's investment return hurdle, but offer substantial profit opportunities relative to the level of required capital and management time. The Company believes it is afforded these
opportunities as a consequence of the size of its existing portfolio and its market penetration. The Company's fee development business has been, and is expected to continue to be, a recurring source
of revenue.

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

The
Company believes it has a competitive advantage from its market penetration, local expertise, tenant relationships and quality reputation with the Greater Chicago area. Also, its
information system that integrates corporate, property management and accounting systems, enabling the Company to monitor and project each asset and its financial performance. The Company
believes this platform is capable of supporting its operating and financial objectives as well as its continued growth.

Focus on Conserving Capital.The Company seeks to create and maintain substantial balance sheet
capacity, which provides the Company flexibility to opportunistically tap favorably priced capital to support accretive investments. The Company believes it can maximize internal capital formation by
(i) investing at yields above its long-term cost of capital; (ii) pursuing current and future long-term debt financing and refinancing on an unsecured basis; and
(iii) redeploying its capital through asset sales. The Company will seek, where possible, to sell properties and re-deploy the proceeds of such sales in properties with higher
yielding opportunities where the Company believes

5

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significant value can be added. Disposition activity is integral to the Company's funding strategy and gains on sales have been a and recurring component of the Company's revenues.

To
enhance its property sales and fees and further expand its capital base, the Company (through CRS, its taxable REIT subsidiary), during 2000, formed CenterPoint Venture LLC
("CenterPoint Venture"), a partnership with CalEast, an investment vehicle between the California Public Employees Retirement System and Jones Lang LaSalle. CenterPoint Venture, of which the Company
owns 25%, was formed to position, package and sell stabilized industrial property investment opportunities routinely passed over by the Company due to its "value-added" focus. 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 an 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.

Transactions During 2001

During 2001, the Company accomplished the following:







Subsequent Transactions

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 ("Ford Supplier Park"). The partnership 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 has already begun and construction of five buildings, or 1.7 million square feet, will begin this spring and continue through the third quarter of 2003. The project is
partially funded by Tax Increment Financing (TIF) backed developer

6

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notes from the City of Chicago and benefits from other public investment. The Company will earn development fees during construction and will seek to dispose of its interest following completion.

Employees

At December 31, 2001, the Company had 102 full-time employees. Of the full-time employees, 87 are involved with property
management, development, operations, leasing and acquisition activities, and 15 are 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, 2001, 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 aggregating less than $2.0 million, for which the Company maintains a $100.0 million environmental insurance policy against
environmental risks associated with its properties.



7

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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/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.

Investment in and Advances to Affiliates

Effective January 1, 2001, the Company acquired 100% of the common stock of CenterPoint Realty Services ("CRS") at book value. In connection with the
acquisition, the CRS preferred stock owned by the Company was cancelled. For the year ended December 31, 2001 and thereafter, the operations of CRS will be consolidated with the Company. During
2001, CRS elected to be treated as a taxable REIT subsidiary, as permitted by the Tax Relief Extension Act of 1999.

CRS
owns 25% of CenterPoint Venture. The Company provides property management services for the Venture, and also earns fees associated with the administration of the Venture and
acquisitions and dispositions completed by the Venture. As of December 31, 2001, CenterPoint Venture owned 10 warehouse/industrial properties and had 3 developments under construction, totaling
2.3 million square feet, which were 94.2% leased.

Item 2. Properties.

The Company's Warehouse/Industrial Properties

At December 31, 2001, the Company's investment portfolio of operating warehouse/industrial properties consisted of 178 properties, totaling approximately
28.0 million square feet, with a diverse base of more than 270 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 typically designed for warehousing and distribution. The properties have an average project size of 168,822 square feet, and, on average, a tenant at an
industrial property occupies 102,919 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 "generic", suitable for use by firms in a wide range of industries operating in the area.

The
leases for the warehouse/industrial properties currently owned by the Company have terms between one and 14 years, with a weighted average remaining lease term, weighted on
current rent, of approximately 5.0 years as of December 31, 2001. In addition, rent from no single warehouse/industrial tenant comprised more than 5% of the Company's total revenues as
of December 31, 2001.

The
Company's present warehousing and distribution properties, as well as warehousing and distribution properties under contract, are designed for bulk storage of materials and
manufactured

8

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goods in buildings with interior heights typically of 22 feet or more. All of the warehousing and distribution properties have dock facilities for trucks as well as grade level loading for lighter
vehicles and vans. Typically, the distribution buildings are used for storage and contain a minimal amount of office space.

The
Company also has investments in five uncompleted developments as of December 31, 2001. The Company is far along in the completion of a 621 acre rail and intermodal yard for
Burlington Northern Santa Fe at CenterPoint Intermodal Center. Delivery of the project is scheduled for August of 2002. Also, development at the Chicago International Produce Market is nearing
completion, scheduled for late first or early second quarter 2002. This project is 100% presold. The Company's three other developments include California & I-290 Expressway, Chicago, IL, Ford
Manufacturing Campus, Chicago, IL, and 55th and East Avenue, McCook, IL, which are all at early stages of site preparation and property development. The Company also owns several stand alone land
parcels held for future development, totaling 1,720 acres, including approximately 1,300 acres at CenterPoint Intermodal Center which has projects in the beginning stages of development.

9

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CenterPoint Properties Trust    Warehouse / Industrial Property Summary    As of 12/31/2001

|                                               |  | 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
12/31/01 |  | No. of
Tenants |  | Property
Type (5)
|---------------------------------------------- |  | ----------------- |  | ----- |  | ---------------------------------------------------------------------- |  | ---------------------------- | --------- | ---------------------------- | - | --------------- |  | ------------------------ |  | ------------------------------------ |  | -------------- |  | -----------------
|2001 Investments                               |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|North Kane County                              |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|1750 Lincoln                                   |  | Freeport          |  | IL    |  | 2001                                                                   |  | $                            | 1,497,600 |                              | $ | 3.00            |  | 499,200                  |  | 1.72%                                |  | 100%           |  | 1                
|North DuPage County                            |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|800 Regency Drive                              |  | Glendale Heights  |  | IL    |  | 1987                                                                   |  |                              | 156,032   |                              |   | 3.24            |  | 48,230                   |  | 0.17%                                |  | 56%            |  | 1                
|625 Willowbrook Centre                         |  | Willowbrook       |  | IL    |  | 2001                                                                   |  |                              | 588,424   |                              |   | 14.14           |  | 41,600                   |  | 0.14%                                |  | 100%           |  | 1                
|Chicago O'Hare Area                            |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|1311 Meacham Avenue                            |  | Itasca            |  | IL    |  | 1980                                                                   |  |                              | 456,000   |                              |   | 3.82            |  | 119,345                  |  | 0.41%                                |  | 100%           |  | 1                
|Near West Suburbs                              |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|333 Northwest Avenue                           |  | Northlake         |  | IL    |  | 1968                                                                   |  |                              |          |                              |   |                |  | 135,267                  |  | 0.47%                                |  | 0%             |  | 0                
|505 Railroad Avenue                            |  | Northlake         |  | IL    |  | 1965/1988                                                              |  |                              |          |                              |   |                |  | 284,165                  |  | 0.98%                                |  | 0%             |  | 0                
|Southwest Suburbs                              |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|6510 West 73rd Street                          |  | Bedford Park      |  | IL    |  | 1974/1980                                                              |  |                              | 911,550   |                              |   | 2.95            |  | 309,000                  |  | 1.06%                                |  | 100%           |  | 1                
|9450 Sergo Drive                               |  | McCook            |  | IL    |  | 2001                                                                   |  |                              | 677,935   |                              |   | 1.52            |  | 445,008                  |  | 1.53%                                |  | 34%            |  | 1                
|Chicago South                                  |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|4000 Racine                                    |  | Chicago           |  | IL    |  | 1968/1992                                                              |  |                              | 536,200   |                              |   | 3.83            |  | 140,000                  |  | 0.48%                                |  | 100%           |  | 1                
|Milwaukee County                               |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|7620 South 10th Street                         |  | Oak Creek         |  | WI    |  | 1970                                                                   |  |                              | 637,500   |                              |   | 4.24            |  | 150,192                  |  | 0.52%                                |  | 100%           |  | 1                
|7020 Parkland Court                            |  | Milwaukee         |  | WI    |  | 1979                                                                   |  |                              | 380,478   |                              |   | 3.19            |  | 119,160                  |  | 0.41%                                |  | 100%           |  | 1                
|7025 Parkland Court                            |  | Milwaukee         |  | WI    |  | 1973                                                                   |  |                              | 641,515   |                              |   | 2.86            |  | 224,611                  |  | 0.77%                                |  | 82%            |  | 3                
|315 Edgerton                                   |  | Milwaukee         |  | WI    |  | 1971                                                                   |  |                              | 269,853   |                              |   | 4.35            |  | 62,000                   |  | 0.21%                                |  | 76%            |  | 2                
|5211 South 3rd Street                          |  | Milwaukee         |  | WI    |  | 1973                                                                   |  |                              | 1,134,000 |                              |   | 3.15            |  | 360,000                  |  | 1.24%                                |  | 100%           |  | 1                
|7475 South 6th Street                          |  | Oak Creek         |  | WI    |  | 1970                                                                   |  |                              | 460,800   |                              |   | 3.84            |  | 120,000                  |  | 0.41%                                |  | 100%           |  | 1                
|Kenosha County                                 |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|8100 100th Street                              |  | Pleasant Prairie  |  | WI    |  | 1991                                                                   |  |                              | 197,959   |                              |   | 5.17            |  | 38,290                   |  | 0.13%                                |  | 100%           |  | 1                
|Waukesha County                                |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|2900 South 160th Street (7)                    |  | New Berlin        |  | WI    |  | 1972/1974/1978                                                         |  |                              | 688,050   |                              |   | 3.75            |  | 183,480                  |  | 0.63%                                |  | 100%           |  | 1                
|                                               |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|Subtotal                                       |  |                   |  |       |  |                                                                        |  | $                            | 9,233,896 |                              |   |                 |  | 3,279,548                |  | 11.29%                               |  |                |  | 18               
|                                               |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|Average                                        |  |                   |  |       |  |                                                                        |  |                              |           |                              | $ | 2.82            |  | 192,915                  |  |                                      |  |                |  |                  
|                                               |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|Average excluding out of service at 12/31/2001 |  |                   |  |       |  |                                                                        |  | $                            | 9,233,896 |                              |   |                 |  | 2,538,801                |  |                                      |  |                |  |                  
|                                               |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|                                               |  |                   |  |       |  |                                                                        |  |                              |           |                              | $ | 3.64            |  | 169,253                  |  |                                      |  |                |  |                  
|                                               |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|Previously Owned Properties                    |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|Lake County                                    |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|620-630 Butterfield Road                       |  | Mundelein         |  | IL    |  | 1990                                                                   |  | $                            | 219,345   |                              | $ | 9.05            |  | 24,237                   |  | 0.08%                                |  | 100%           |  | 1                
|1 Wildlife Way                                 |  | Long Grove        |  | IL    |  | 1994                                                                   |  |                              | 743,747   |                              |   | 13.75           |  | 54,100                   |  | 0.19%                                |  | 100%           |  | 1                
|3145 Central Avenue(6)                         |  | Waukegan          |  | IL    |  | 1958                                                                   |  |                              | 895,500   |                              |   | 3.07            |  | 292,000                  |  | 1.01%                                |  | 100%           |  | 3                
|28160 N Keith                                  |  | Lake Forest       |  | IL    |  | 1989                                                                   |  |                              | 307,800   |                              |   | 3.95            |  | 77,924                   |  | 0.27%                                |  | 100%           |  | 1                
|28618 N. Ballard                               |  | Lake Forest       |  | IL    |  | 1984                                                                   |  |                              | 298,428   |                              |   | 5.00            |  | 59,688                   |  | 0.21%                                |  | 100%           |  | 1                
|1810-1850 Northwestern Dr                      |  | Gurnee            |  | IL    |  | 1977                                                                   |  |                              | 529,587   |                              |   | 4.32            |  | 122,712                  |  | 0.42%                                |  | 100%           |  | 4                
|3849-3865 Swanson Court                        |  | Gurnee            |  | IL    |  | 1978                                                                   |  |                              | 370,483   |                              |   | 3.70            |  | 100,000                  |  | 0.34%                                |  | 100%           |  | 2                
|N.E. Cook County                               |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|5990 Touhy Avenue                              |  | Niles             |  | IL    |  | 1960/1993                                                              |  |                              | 403,795   |                              |   | 1.34            |  | 302,378                  |  | 1.04%                                |  | 50%            |  | 3                
|N.W. Cook County                               |  |                   |  |       |  |                                                                        |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|900 W. University Drive                        |  | Arlington Heights |  | IL    |  | 1974                                                                   |  |                              | 474,397   |                              |   | 5.50            |  | 86,254                   |  | 0.30%                                |  | 100%           |  | 1                
|200 Champion Drive                             |  | Northlake         |  | IL    |  | 1998                                                                   |  |                              | 665,640   |                              |   | 4.02            |  | 165,612                  |  | 0.57%                                |  | 100%           |  | 1                
|3450 W. Touhy (7)                              |  | Skokie            |  | IL    |  | 1972                                                                   |  |                              | 641,154   |                              |   | 4.74            |  | 135,172                  |  | 0.47%                                |  | 100%           |  | 2                
|6800 N. McCormick (7)                          |  | Lincolnwood       |  | IL    |  | 1955                                                                   |  |                              | 1,332,940 |                              |   | 5.40            |  | 247,000                  |  | 0.85%                                |  | 100%           |  | 1                
|100 W. Whitehall                               |  | Northlake         |  | IL    |  | 1999                                                                   |  |                              | 1,055,946 |                              |   | 4.20            |  | 251,584                  |  | 0.87%                                |  | 100%           |  | 2                

10

---

|3602 N. Kennicott             |  | Arlington Heights |  | IL |  | 1999           |  |  | 438,980   |  |  | 4.66  |  | 94,300    |  | 0.32% |  | 100% |  | 1  |  | ACQ    
|----------------------------- |  | ----------------- |  | -- |  | -------------- |  |  | --------- |  |  | ----- |  | --------- |  | ----- |  | ---- |  | -- |  | -------
|N. Kane County                |  |                   |  |    |  |                |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |        
|825 Tollgate Road             |  | Elgin             |  | IL |  | 1989           |  |  | 440,764   |  |  | 5.30  |  | 83,122    |  | 0.29% |  | 100% |  | 2  |  | ACQ    
|1575 Executive Drive          |  | Elgin             |  | IL |  | 1980           |  |  | 153,984   |  |  | 4.96  |  | 31,050    |  | 0.11% |  | 100% |  | 1  |  | ACQ    
|3620 Swenson Avenue           |  | St. Charles       |  | IL |  | 1988/1992/1995 |  |  |          |  |  |      |  | 44,457    |  | 0.15% |  | 0%   |  | 0  |  | ACQ    
|Chicago O'Hare Area           |  |                   |  |    |  |                |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |        
|2743 Armstrong Court          |  | Des Plaines       |  | IL |  | 1989           |  |  | 314,178   |  |  | 5.89  |  | 53,325    |  | 0.18% |  | 100% |  | 1  |  | BTS    
|1520 Pratt Avenue             |  | Elk Grove Village |  | IL |  | 1968           |  |  |          |  |  |      |  | 62,546    |  | 0.22% |  | 0%   |  | 0  |  | ACQ    
|1850 Greenleaf                |  | Elk Grove Village |  | IL |  | 1965           |  |  | 271,482   |  |  | 4.63  |  | 58,627    |  | 0.20% |  | 100% |  | 1  |  | ACQ    
|1400 Busse Road               |  | Elk Grove Village |  | IL |  | 1975           |  |  | 731,752   |  |  | 4.82  |  | 151,761   |  | 0.52% |  | 94%  |  | 10 |  | ACQ    
|1201 Lunt Avenue              |  | Elk Grove Village |  | IL |  | 1971           |  |  | 52,632    |  |  | 7.13  |  | 7,380     |  | 0.03% |  | 100% |  | 1  |  | ACQ    
|745 Birginal Road             |  | Bensenville       |  | IL |  | 1974           |  |  | 505,166   |  |  | 4.46  |  | 113,266   |  | 0.39% |  | 100% |  | 1  |  | ACQ    
|2600 Elmhurst Road            |  | Elk Grove Village |  | IL |  | 1995           |  |  | 558,170   |  |  | 5.32  |  | 105,000   |  | 0.36% |  | 100% |  | 1  |  | BTS    
|10601 Seymour Avenue (6)      |  | Franklin Park     |  | IL |  | 1963/1970      |  |  | 3,185,961 |  |  | 4.55  |  | 700,899   |  | 2.41% |  | 100% |  | 3  |  | ACQ/RDV
|850 Arthur Avenue             |  | Elk Grove Village |  | IL |  | 1971/1973      |  |  |          |  |  |      |  | 42,490    |  | 0.15% |  | 0%   |  | 0  |  | ACQ    
|1100 Chase Avenue (7)         |  | Elk Grove Village |  | IL |  | 1980/1996      |  |  | 195,360   |  |  | 4.69  |  | 41,651    |  | 0.14% |  | 100% |  | 1  |  | ACQ    
|2553 North Edgington          |  | Franklin Park     |  | IL |  | 1967/1995      |  |  | 1,053,273 |  |  | 3.84  |  | 274,303   |  | 0.94% |  | 100% |  | 4  |  | ACQ    
|875 Fargo Avenue              |  | Elk Grove Village |  | IL |  | 1980           |  |  | 465,783   |  |  | 5.65  |  | 82,368    |  | 0.28% |  | 100% |  | 1  |  | ACQ    
|1501 Pratt Avenue             |  | Elk Grove Village |  | IL |  | 1973           |  |  | 212,877   |  |  | 1.40  |  | 151,900   |  | 0.52% |  | 30%  |  | 2  |  | ACQ    
|400 North Wolf Road           |  | Northlake         |  | IL |  | 1956/1997      |  |  | 6,050,030 |  |  | 3.95  |  | 1,529,926 |  | 5.26% |  | 100% |  | 4  |  | ACQ    
|2801-2881 Busse Road          |  | Elk Grove Village |  | IL |  | 1997           |  |  | 1,138,485 |  |  | 4.53  |  | 251,076   |  | 0.86% |  | 100% |  | 2  |  | BTS    
|2525 Busse Road               |  | Elk Grove Village |  | IL |  | 1975           |  |  | 3,714,880 |  |  | 4.19  |  | 887,465   |  | 3.06% |  | 85%  |  | 9  |  | ACQ    
|2701-2781 Busse Road          |  | Elk Grove Village |  | IL |  | 1997           |  |  | 1,287,544 |  |  | 5.13  |  | 251,076   |  | 0.86% |  | 100% |  | 2  |  | BTS    
|1951 Landmeier                |  | Elk Grove Village |  | IL |  | 1967           |  |  | 244,187   |  |  | 5.82  |  | 41,976    |  | 0.14% |  | 100% |  | 2  |  | ACQ    
|1796 Sherwin                  |  | Des Plaines       |  | IL |  | 1964           |  |  | 651,959   |  |  | 6.85  |  | 95,220    |  | 0.33% |  | 100% |  | 2  |  | ACQ    
|2021 Lunt Avenue (7)          |  | Elk Grove         |  | IL |  | 1972           |  |  | 275,234   |  |  | 4.29  |  | 64,157    |  | 0.22% |  | 100% |  | 1  |  | ACQ    
|2001 S. Mt. Prospect Road (7) |  | Des Plaines       |  | IL |  | 1980           |  |  | 740,117   |  |  | 4.45  |  | 166,220   |  | 0.57% |  | 100% |  | 1  |  | ACQ    
|755 Dillon Drive              |  | Wood Dale         |  | IL |  | 1986           |  |  | 315,941   |  |  | 6.59  |  | 47,928    |  | 0.17% |  | 100% |  | 1  |  | ACQ    
|201 Oakton                    |  | Des Plaines       |  | IL |  | 1984           |  |  | 717,078   |  |  | 4.48  |  | 160,102   |  | 0.55% |  | 100% |  | 3  |  | ACQ    
|O'Hare Express-Phase A-2      |  | Chicago           |  | IL |  | 1997           |  |  | 1,150,451 |  |  | 9.51  |  | 120,971   |  | 0.42% |  | 100% |  | 2  |  | BTS    
|O'Hare Express-Phase B-1      |  | Chicago           |  | IL |  | 1997           |  |  | 2,323,473 |  |  | 13.53 |  | 171,685   |  | 0.59% |  | 100% |  | 1  |  | BTS    
|2440 Pratt Ave                |  | Elk Grove Village |  | IL |  | 1982           |  |  | 795,372   |  |  | 4.30  |  | 184,902   |  | 0.64% |  | 100% |  | 1  |  | ACQ    
|1100-40 W. Thorndale          |  | Itasca            |  | IL |  | 1984           |  |  | 208,320   |  |  | 4.34  |  | 48,000    |  | 0.17% |  | 100% |  | 1  |  | ACQ    
|1020-50 W. Thorndale          |  | Itasca            |  | IL |  | 1983           |  |  | 302,960   |  |  | 5.41  |  | 56,000    |  | 0.19% |  | 100% |  | 1  |  | ACQ    
|737 Fargo Ave. (7)            |  | Elk Grove Village |  | IL |  | 1975           |  |  | 258,131   |  |  | 3.35  |  | 77,015    |  | 0.27% |  | 100% |  | 1  |  | ACQ    
|951 Fargo Ave.(7)             |  | Elk Grove Village |  | IL |  | 1973           |  |  | 566,724   |  |  | 5.45  |  | 103,987   |  | 0.36% |  | 100% |  | 1  |  | ACQ    
|1500 W. Thorndale (7)         |  | Itasca            |  | IL |  | 1991           |  |  | 200,192   |  |  | 8.08  |  | 24,766    |  | 0.09% |  | 100% |  | 1  |  | ACQ    
|18801 West Irving Park Drive  |  | Chicago           |  | IL |  | 1999           |  |  | 781,882   |  |  | 4.22  |  | 185,280   |  | 0.64% |  | 100% |  | 1  |  | BTS    
|O'Hare Express                |  | Phase B-2         |  | IL |  | 1999           |  |  | 2,069,502 |  |  | 13.50 |  | 153,345   |  | 0.53% |  | 100% |  | 2  |  | BTS    
|44-80 Old Higgins Rd          |  | Des Plaines       |  | IL |  | 1981           |  |  | 251,948   |  |  | 6.00  |  | 42,000    |  | 0.14% |  | 100% |  | 2  |  | ACQ    
|155-175 Armstrong Rd          |  | Des Plaines       |  | IL |  | 1975           |  |  | 146,398   |  |  | 6.65  |  | 22,000    |  | 0.08% |  | 60%  |  | 3  |  | ACQ    
|1001 Busse Rd (7)             |  | Elk Grove Village |  | IL |  | 1963           |  |  | 1,065,392 |  |  | 4.02  |  | 265,309   |  | 0.91% |  | 100% |  | 1  |  | ACQ/RDV
|600 East Irving Park Rd (7)   |  | Bensenville       |  | IL |  | 1982           |  |  | 62,212    |  |  | 2.92  |  | 21,304    |  | 0.07% |  | 100% |  | 1  |  | ACQ    
|514 Express Center Dr         |  | Chicago           |  | IL |  | 2000           |  |  | 2,060,000 |  |  | 11.14 |  | 185,000   |  | 0.64% |  | 100% |  | 1  |  | BTS    
|155 Old Higgins Road          |  | Elk Grove Village |  | IL |  | 1971           |  |  | 345,732   |  |  | 3.35  |  | 103,090   |  | 0.36% |  | 56%  |  | 1  |  | RDV    
|Near West Suburbs             |  |                   |  |    |  |                |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |        
|3601 N Runge                  |  | Franklin Park     |  | IL |  | 1962/1968      |  |  | 299,584   |  |  | 2.62  |  | 114,266   |  | 0.39% |  | 100% |  | 1  |  | ACQ    
|3400 N Powell                 |  | Franklin Park     |  | IL |  | 1961/1980      |  |  | 415,260   |  |  | 3.61  |  | 115,097   |  | 0.40% |  | 100% |  | 1  |  | ACQ    
|11140 W Addison               |  | Franklin Park     |  | IL |  | 1961/1965      |  |  | 350,760   |  |  | 3.14  |  | 111,588   |  | 0.38% |  | 100% |  | 1  |  | ACQ    
|3434 N. Powell                |  | Franklin Park     |  | IL |  | 1960/1966      |  |  | 357,672   |  |  | 3.94  |  | 90,760    |  | 0.31% |  | 100% |  | 1  |  | ACQ    
|1999 N Ruby                   |  | Melrose Park      |  | IL |  | 1952/1962      |  |  | 283,273   |  |  | 2.63  |  | 107,852   |  | 0.37% |  | 100% |  | 1  |  | ACQ    
|11550 W. King                 |  | Franklin Park     |  | IL |  | 1963           |  |  | 205,989   |  |  | 3.00  |  | 68,663    |  | 0.24% |  | 100% |  | 1  |  | ACQ    
|317 W. Lake Street            |  | Northlake         |  | IL |  | 1972           |  |  | 1,616,728 |  |  | 5.32  |  | 303,935   |  | 1.05% |  | 100% |  | 2  |  | ACQ    
|7525 Industrial Dr.           |  | Forest Park       |  | IL |  | 1974           |  |  |          |  |  |      |  | 49,980    |  | 0.17% |  | 0%   |  | 0  |  | ACQ    
|5200 Proviso (7)              |  | Melrose Park      |  | IL |  | 1982           |  |  | 68,126    |  |  | 6.81  |  | 10,000    |  | 0.03% |  | 100% |  | 1  |  | ACQ    

11

---

|5000 Proviso (7)           |  | Melrose Park     |  | IL |  | 1982      |  |  | 831,852   |  |  | 1.34  |  | 618,882 |  | 2.13% |  | 43%  |  | 1 |  | ACQ
|-------------------------- |  | ---------------- |  | -- |  | --------- |  |  | --------- |  |  | ----- |  | ------- |  | ----- |  | ---- |  | - |  | ---
|4700 Proviso (7)           |  | Melrose Park     |  | IL |  | 1982      |  |  | 1,614,303 |  |  | 3.17  |  | 510,000 |  | 1.76% |  | 100% |  | 2 |  | ACQ
|10700 Waveland Ave         |  | Franklin Park    |  | IL |  | 1973      |  |  | 441,152   |  |  | 3.28  |  | 134,600 |  | 0.46% |  | 100% |  | 1 |  | ACQ
|5700 McDermott Dr (7)      |  | Berkeley         |  | IL |  | 1967      |  |  | 230,914   |  |  | 4.62  |  | 50,000  |  | 0.17% |  | 100% |  | 1 |  | ACQ
|250 Mannheim Road          |  | Hillside         |  | IL |  | 1970      |  |  | 697,176   |  |  | 3.83  |  | 182,122 |  | 0.63% |  | 100% |  | 2 |  | ACQ
|7750 Industrial Drive      |  | Forest Park      |  | IL |  | 1973      |  |  | 173,993   |  |  | 2.25  |  | 77,330  |  | 0.27% |  | 100% |  | 1 |  | ACQ
|West Suburbs               |  |                  |  |    |  |           |  |  |           |  |  |       |  |         |  |       |  |      |  |   |  |    
|425 N. Villa Ave           |  | Villa Park       |  | IL |  | 1996      |  |  | 151,050   |  |  | 20.99 |  | 7,198   |  | 0.02% |  | 100% |  | 1 |  | ACQ
|1808 Swift Road            |  | Oakbrook         |  | IL |  | 1998      |  |  | 1,054,263 |  |  | 7.00  |  | 150,569 |  | 0.52% |  | 100% |  | 1 |  | ACQ
|Central Kane/
N. DuPage    |  |                  |  |    |  |           |  |  |           |  |  |       |  |         |  |       |  |      |  |   |  |    
|425 South 37th Avenue (7)  |  | St. Charles      |  | IL |  | 1975      |  |  | 381,492   |  |  | 3.70  |  | 103,106 |  | 0.36% |  | 100% |  | 1 |  | ACQ
|1030 Fabyan Parkway        |  | Batavia          |  | IL |  | 1978      |  |  | 720,806   |  |  | 3.39  |  | 212,728 |  | 0.73% |  | 100% |  | 1 |  | ACQ
|22 W 760 Poss St           |  | Glen Ellyn       |  | IL |  | 1964      |  |  | 101,018   |  |  | 8.58  |  | 11,776  |  | 0.04% |  | 100% |  | 1 |  | ACQ
|1000 Swanson Dr.           |  | Batavia          |  | IL |  | 1990      |  |  | 168,363   |  |  | 15.88 |  | 10,600  |  | 0.04% |  | 100% |  | 1 |  | ACQ
|1705-75 Hubbard Dr.        |  | Batavia          |  | IL |  | 1985      |  |  | 148,374   |  |  | 3.96  |  | 37,500  |  | 0.13% |  | 100% |  | 3 |  | ACQ
|900 Paramount Pkway        |  | Batavia          |  | IL |  | 1986      |  |  | 100,362   |  |  | 2.68  |  | 37,500  |  | 0.13% |  | 53%  |  | 3 |  | ACQ
|918 Paramount Pkway        |  | Batavia          |  | IL |  | 1987      |  |  |          |  |  |      |  | 9,900   |  | 0.03% |  | 0%   |  | 0 |  | ACQ
|902 Paramount Pkway        |  | Batavia          |  | IL |  | 1987      |  |  | 65,403    |  |  | 4.23  |  | 15,480  |  | 0.05% |  | 100% |  | 2 |  | ACQ
|950 Paramount Pkway        |  | Batavia          |  | IL |  | 1987      |  |  | 74,183    |  |  | 4.79  |  | 15,480  |  | 0.05% |  | 100% |  | 2 |  | ACQ
|934 Paramount Pkway        |  | Batavia          |  | IL |  | 1987      |  |  | 62,493    |  |  | 6.31  |  | 9,900   |  | 0.03% |  | 100% |  | 1 |  | ACQ
|1324-40 Paramount Pkway    |  | Batavia          |  | IL |  | 1992      |  |  | 124,200   |  |  | 4.60  |  | 27,000  |  | 0.09% |  | 100% |  | 1 |  | ACQ
|500 Wall St (7)            |  | Glendale Heights |  | IL |  | 1989      |  |  |          |  |  |      |  | 219,471 |  | 0.76% |  | 0%   |  | 0 |  | ACQ
|115 W. Lake St             |  | Glendale Heights |  | IL |  | 1999      |  |  | 524,845   |  |  | 6.61  |  | 79,451  |  | 0.27% |  | 100% |  | 1 |  | ACQ
|Far West Suburbs           |  |                  |  |    |  |           |  |  |           |  |  |       |  |         |  |       |  |      |  |   |  |    
|720 Frontenac              |  | Naperville       |  | IL |  | 1991      |  |  | 369,552   |  |  | 2.15  |  | 171,935 |  | 0.59% |  | 64%  |  | 1 |  | ACQ
|820 Frontenac              |  | Naperville       |  | IL |  | 1988      |  |  | 529,769   |  |  | 3.45  |  | 153,604 |  | 0.53% |  | 100% |  | 1 |  | ACQ
|1120 Frontenac             |  | Naperville       |  | IL |  | 1980/1994 |  |  | 578,915   |  |  | 3.76  |  | 153,902 |  | 0.53% |  | 100% |  | 1 |  | ACQ
|1510 Frontenac             |  | Naperville       |  | IL |  | 1986      |  |  | 388,078   |  |  | 3.70  |  | 104,886 |  | 0.36% |  | 100% |  | 1 |  | ACQ
|1020 Frontenac             |  | Naperville       |  | IL |  | 1980      |  |  | 321,384   |  |  | 3.22  |  | 99,684  |  | 0.34% |  | 100% |  | 1 |  | ACQ
|1560 Frontenac             |  | Naperville       |  | IL |  | 1987      |  |  | 347,580   |  |  | 4.06  |  | 85,608  |  | 0.29% |  | 100% |  | 1 |  | ACQ
|920 Frontenac              |  | Naperville       |  | IL |  | 1987      |  |  | 442,441   |  |  | 3.65  |  | 121,200 |  | 0.42% |  | 100% |  | 1 |  | ACQ
|1250 Carolina Drive        |  | West Chicago     |  | IL |  | 1988      |  |  | 552,000   |  |  | 3.68  |  | 150,000 |  | 0.52% |  | 100% |  | 1 |  | BTS
|825-845 Hawthorne Lane (6) |  | West Chicago     |  | IL |  | 1974      |  |  | 653,596   |  |  | 4.12  |  | 158,772 |  | 0.55% |  | 100% |  | 5 |  | ACQ
|1 Allsteel Drive (7)       |  | Aurora           |  | IL |  | 1960      |  |  | 2,479,495 |  |  | 2.55  |  | 971,518 |  | 3.35% |  | 100% |  | 2 |  | ACQ
|2727 West Diehl Road       |  | Naperville       |  | IL |  | 1997      |  |  | 2,047,896 |  |  | 4.65  |  | 440,343 |  | 1.52% |  | 100% |  | 1 |  | BTS
|9714 S. Rt 69              |  | Naperville       |  | IL |  | 1988      |  |  | 168,363   |  |  | 20.04 |  | 8,400   |  | 0.03% |  | 100% |  | 1 |  | ACQ
|1000 Knell Rd              |  | Montgomery       |  | IL |  | 2000      |  |  | 754,564   |  |  | 4.41  |  | 171,200 |  | 0.59% |  | 100% |  | 1 |  | ACQ
|Southwest Suburbs          |  |                  |  |    |  |           |  |  |           |  |  |       |  |         |  |       |  |      |  |   |  |    
|5619-25 West 115th Street  |  | Alsip            |  | IL |  | 1974      |  |  | 1,609,694 |  |  | 4.03  |  | 399,511 |  | 1.38% |  | 100% |  | 4 |  | RDV
|6600 River Road            |  | Hodgkins         |  | IL |  | 1968      |  |  | 1,622,760 |  |  | 2.57  |  | 630,410 |  | 2.17% |  | 100% |  | 1 |  | ACQ
|7447 South Central Avenue  |  | Bedford Park     |  | IL |  | 1975      |  |  | 382,800   |  |  | 3.24  |  | 118,218 |  | 0.41% |  | 100% |  | 1 |  | ACQ
|7525 South Sayre           |  | Bedford Park     |  | IL |  | 1981      |  |  | 552,000   |  |  | 4.48  |  | 123,178 |  | 0.42% |  | 100% |  | 2 |  | ACQ
|11701 South Central Avenue |  | Alsip            |  | IL |  | 1970      |  |  | 985,997   |  |  | 3.32  |  | 297,207 |  | 1.02% |  | 100% |  | 2 |  | ACQ
|11601 South Central Avenue |  | Alsip            |  | IL |  | 1970      |  |  |          |  |  |      |  | 260,000 |  | 0.90% |  | 0%   |  | 0 |  | ACQ
|7633 S. Sayre              |  | Bedford Park     |  | IL |  | 1968      |  |  | 100,260   |  |  | 7.14  |  | 14,039  |  | 0.05% |  | 100% |  | 1 |  | ACQ
|7201 S. Lemington          |  | Bedford Park     |  | IL |  | 1958      |  |  |          |  |  |      |  | 106,800 |  | 0.37% |  | 0%   |  | 0 |  | ACQ
|7200 S. Mason              |  | Bedford Park     |  | IL |  | 1974      |  |  | 662,758   |  |  | 3.20  |  | 207,345 |  | 0.71% |  | 100% |  | 1 |  | ACQ
|6000 W. 73rd               |  | Bedford Park     |  | IL |  | 1974      |  |  | 439,296   |  |  | 2.97  |  | 148,091 |  | 0.51% |  | 100% |  | 2 |  | ACQ
|6751-55 South Sayre Avenue |  | Bedford Park     |  | IL |  | 1974      |  |  | 704,314   |  |  | 2.90  |  | 242,690 |  | 0.84% |  | 100% |  | 1 |  | ACQ
|11801 S. Central           |  | Alsip            |  | IL |  | 1985      |  |  | 853,158   |  |  | 3.00  |  | 284,386 |  | 0.98% |  | 100% |  | 1 |  | ACQ
|6110 East Ave              |  | Hodgkins         |  | IL |  | 1979      |  |  | 142,323   |  |  | 19.77 |  | 7,198   |  | 0.02% |  | 100% |  | 1 |  | ACQ
|10047 Virginia Ave         |  | Chicago Ridge    |  | IL |  | 1994      |  |  | 201,419   |  |  | 5.68  |  | 35,450  |  | 0.12% |  | 100% |  | 2 |  | ACQ
|9700 Harlem Ave            |  | Bridgeview       |  | IL |  | 1969      |  |  | 392,002   |  |  | 3.88  |  | 101,140 |  | 0.35% |  | 100% |  | 1 |  | ACQ

12

---

|Chicago South                |  |                  |  |    |  |                |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|---------------------------- |  | ---------------- |  | -- |  | -------------- |  |  | --------- |  |  | ----- |  | --------- |  | ----- |  | ---- |  | -- |  | ---
|900 East 103rd Street        |  | Chicago          |  | IL |  | 1910/1990      |  |  | 1,868,084 |  |  | 3.55  |  | 526,493   |  | 1.81% |  | 81%  |  | 6  |  | RDV
|3133 East 106th (6)          |  | Chicago          |  | IL |  | 1971           |  |  | 17,513    |  |  | 0.22  |  | 80,076    |  | 0.28% |  | 26%  |  | 1  |  | ACQ
|4400 South Kolmar (6)        |  | Chicago          |  | IL |  | 1966           |  |  | 299,000   |  |  | 3.25  |  | 92,000    |  | 0.32% |  | 100% |  | 1  |  | ACQ
|South Suburbs                |  |                  |  |    |  |                |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|21399 Torrence Avenue        |  | Sauk Village     |  | IL |  | 1987           |  |  | 801,048   |  |  | 2.15  |  | 372,835   |  | 1.28% |  | 100% |  | 1  |  | ACQ
|2601 Bond Street             |  | University Park  |  | IL |  | 1975           |  |  |          |  |  |      |  | 64,000    |  | 0.22% |  | 0%   |  | 0  |  | ACQ
|16951 St. Street             |  | South Holland    |  | IL |  | 1983           |  |  | 194,367   |  |  | 8.59  |  | 22,615    |  | 0.08% |  | 100% |  | 3  |  | ACQ
|1336 W. New Monee Rd         |  | Crete            |  | IL |  | 1974           |  |  | 22,378    |  |  | 2.29  |  | 9,788     |  | 0.03% |  | 100% |  | 1  |  | ACQ
|16750 S. Vincennes Ave       |  | South Holland    |  | IL |  | 1970           |  |  | 599,083   |  |  | 2.96  |  | 202,510   |  | 0.70% |  | 100% |  | 1  |  | ACQ
|Far S.W. Suburbs             |  |                  |  |    |  |                |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|1319 Marquette Drive         |  | Romeoville       |  | IL |  | 1990           |  |  | 280,782   |  |  | 7.72  |  | 36,349    |  | 0.13% |  | 100% |  | 1  |  | BTS
|1355 Enterprise Drive (6)    |  | Romeoville       |  | IL |  | 1980           |  |  |          |  |  |      |  | 120,143   |  | 0.41% |  | 0%   |  | 0  |  | ACQ
|2301 North Route 30          |  | Plainfield       |  | IL |  | 1972           |  |  | 980,808   |  |  | 3.60  |  | 272,217   |  | 0.94% |  | 96%  |  | 2  |  | ACQ
|250 W. 63rd St               |  | Westmont         |  | IL |  | 1967           |  |  | 167,833   |  |  | 16.39 |  | 10,240    |  | 0.04% |  | 100% |  | 1  |  | ACQ
|1243 Naperville Dr.          |  | Romeoville       |  | IL |  | 1994           |  |  | 372,871   |  |  | 5.07  |  | 73,600    |  | 0.25% |  | 100% |  | 5  |  | ACQ
|1200-24 Independence Blvd    |  | Romoeville       |  | IL |  | 1983           |  |  | 224,400   |  |  | 5.24  |  | 42,804    |  | 0.15% |  | 100% |  | 1  |  | ACQ
|1265 Naperville Dr.          |  | Romeoville       |  | IL |  | 1996           |  |  | 300,000   |  |  | 4.09  |  | 73,385    |  | 0.25% |  | 100% |  | 2  |  | ACQ
|1287 Naperville Dr.          |  | Romeoville       |  | IL |  | 1997           |  |  | 322,305   |  |  | 4.67  |  | 69,000    |  | 0.24% |  | 100% |  | 3  |  | ACQ
|7000 Monroe St               |  | Willowbrook      |  | IL |  | 1999           |  |  | 574,532   |  |  | 9.52  |  | 60,362    |  | 0.21% |  | 100% |  | 1  |  | ACQ
|145 Tower Dr                 |  | Burr Ridge       |  | IL |  | 1968           |  |  | 381,600   |  |  | 5.99  |  | 63,687    |  | 0.22% |  | 100% |  | 1  |  | ACQ
|McHenry County               |  |                  |  |    |  |                |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|875 Diggins Rd. (7)          |  | Harvard          |  | IL |  | 1952           |  |  | 522,854   |  |  | 4.14  |  | 126,304   |  | 0.43% |  | 100% |  | 1  |  | ACQ
|N.W. Indiana                 |  |                  |  |    |  |                |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|425 West 151st Street        |  | East Chicago     |  | IN |  | 1913/1991      |  |  | 1,186,194 |  |  | 3.24  |  | 366,159   |  | 1.26% |  | 100% |  | 5  |  | RDV
|201 Mississippi Street       |  | Gary             |  | IN |  | 1945/1988      |  |  | 3,279,778 |  |  | 3.12  |  | 1,052,507 |  | 3.61% |  | 82%  |  | 16 |  | RDV
|1827 North Bendix Drive (6)  |  | South Bend       |  | IN |  | 1964/1990      |  |  | 582,314   |  |  | 2.92  |  | 199,730   |  | 0.69% |  | 100% |  | 1  |  | ACQ
|101 45th Street              |  | Munster          |  | IN |  | 1991           |  |  | 1,267,481 |  |  | 3.62  |  | 350,133   |  | 1.21% |  | 100% |  | 1  |  | ACQ
|Milwaukee County             |  |                  |  |    |  |                |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|7501 North 81st Street       |  | Milwaukee        |  | WI |  | 1987           |  |  | 699,040   |  |  | 3.80  |  | 183,958   |  | 0.63% |  | 100% |  | 1  |  | ACQ
|2003-2201 S. 114th Street    |  | West Allis       |  | WI |  | 1965           |  |  | 710,296   |  |  | 2.92  |  | 243,350   |  | 0.84% |  | 100% |  | 2  |  | ACQ
|1475 S. 101st                |  | West Allis       |  | WI |  | 1969           |  |  | 217,675   |  |  | 4.64  |  | 46,937    |  | 0.16% |  | 100% |  | 1  |  | ACQ
|4700 Ironwood Drive          |  | Franklin         |  | WI |  | 1998           |  |  | 418,880   |  |  | 3.40  |  | 123,200   |  | 0.42% |  | 100% |  | 1  |  | BTS
|5521 Mill Road               |  | Milwaukee        |  | WI |  | 1960           |  |  | 27,300    |  |  | 0.61  |  | 44,435    |  | 0.15% |  | 81%  |  | 2  |  | ACQ
|70th & Washington            |  | West Allis       |  | WI |  | 1999           |  |  | 505,560   |  |  | 4.45  |  | 113,620   |  | 0.39% |  | 100% |  | 1  |  | ACQ
|11000 Silver Springs Rd. (7) |  | Milwaukee        |  | WI |  | 1968           |  |  | 558,396   |  |  | 4.38  |  | 127,400   |  | 0.44% |  | 100% |  | 1  |  | ACQ
|3511 W. Green Tree           |  | Milwaukee        |  | WI |  | 1969/1971      |  |  | 413,800   |  |  | 2.40  |  | 172,650   |  | 0.59% |  | 100% |  | 3  |  | ACQ
|Richards & Vienna            |  | Milwaukee        |  | WI |  | 1999           |  |  | 543,132   |  |  | 4.67  |  | 116,354   |  | 0.40% |  | 100% |  | 1  |  | ACQ
|6600 N. Industrial Rd        |  | Milwaukee        |  | WI |  | 1973           |  |  | 205,860   |  |  | 1.86  |  | 110,400   |  | 0.38% |  | 74%  |  | 2  |  | ACQ
|6333 West Douglas            |  | Milwaukee        |  | WI |  | 1970           |  |  | 91,963    |  |  | 3.59  |  | 25,607    |  | 0.09% |  | 100% |  | 2  |  | ACQ
|Kenosha County               |  |                  |  |    |  |                |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|8901 102nd Street            |  | Pleasant Prairie |  | WI |  | 1990           |  |  | 649,532   |  |  | 6.15  |  | 105,637   |  | 0.36% |  | 100% |  | 1  |  | ACQ
|8200 100th Street            |  | Pleasant Prairie |  | WI |  | 1990           |  |  | 568,361   |  |  | 3.83  |  | 148,472   |  | 0.51% |  | 100% |  | 1  |  | ACQ
|Racine County                |  |                  |  |    |  |                |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|1333 Grandview Drive         |  | Yorkville        |  | WI |  | 1997           |  |  | 796,572   |  |  | 3.79  |  | 210,000   |  | 0.72% |  | 100% |  | 1  |  | ACQ
|1221 Grand View Pkwy         |  | Yorkville        |  | WI |  | 2000           |  |  | 375,416   |  |  | 4.14  |  | 90,654    |  | 0.31% |  | 100% |  | 1  |  | ACQ
|Ohio                         |  |                  |  |    |  |                |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|8877 Union Center Rd         |  | Westchester      |  | OH |  | 1999           |  |  | 4,971,300 |  |  | 5.80  |  | 856,768   |  | 2.95% |  | 100% |  | 1  |  | ACQ
|2800 Henkle Drive            |  | Lebanon          |  | OH |  | 1994/1995/1997 |  |  | 461,565   |  |  | 3.52  |  | 131,150   |  | 0.45% |  | 100% |  | 1  |  | ACQ

13

---

|New Hampshire                                                                          |  |           |             |    |         |      |  |            |             |         |   |      |  |            |  |        |  |      |  |     |  |    
|-------------------------------------------------------------------------------------- |  | --------- | ----------- | -- | ------- | ---- |  | ---------- | ----------- | ------- | - | ---- |  | ---------- |  | ------ |  | ---- |  | --- |  | ---
|1014 Profile Road                                                                      |  | Bethlehem |             | NH |         | 1989 |  |            | 54,000      |         |   | 0.64 |  | 84,000     |  | 0.29%  |  | 100% |  | 1   |  | ACQ
|                                                                                       |  |           |             |    |         |      |  |            |             |         |   |      |  |            |  |        |  |      |  |    
|Subtotal                                                                               |  |           |             |    |         |      |  | $          | 100,303,189 |         |   |      |  | 25,757,884 |  | 88.67% |  |      |  | 254 |  |    
|                                                                                       |  |           |             |    |         |      |  |            |             |         |   |      |  |            |  |        |  |      |  |     |  |    
|Average                                                                                |  |           |             |    |         |      |  |            |             |         | $ | 3.89 |  | 166,180    |  | 0.57%  |  |      |  |     |  |    
|                                                                                       |  |           |             |    |         |      |  |            |             |         |   |      |  |            |  |        |  |      |  |     |  |    
|Grand total all warehouse/industrial properties                                        |  | $         | 109,537,085 |    |         |      |  | 29,037,432 |             | 100.00% |   |      |  | 272        |  |       
|                                                                                       |  |           |             |    |         |      |  |            |             |         |   |      |  |            |  |        |  |      |  |     |  |    
|Average all warehouse/industrial properties (8)                                        |  | $         | 3.77        |    | 168,822 |      |  |            | 92%         |         |   |      | 
|                                                                                       |  |           |             |    |         |      |  |            |             |         |   |      |  |            |  |        |  |      |  |     |  |    
|Grand total all warehouse/industrial properties
excluding out of service at 12/31/2001 |  | $         | 109,537,085 |    |         |      |  | 27,994,096 |             |         |   | 93%  |  |            |  |       
|                                                                                       |  |           |             |    |         |      |  |            |             |         |   |      |  |            |  |        |  |      |  |     |  |    
|Average all warehouse/industrial properties
excluding out of service at 12/31/2001     |  | $         | 3.91        |    | 167,629 |      |  |            |             |         |   |      | 
|                                                                                       |  |           |             |    |         |      |  |            |             |         |   |      |  |            |  |        |  |      |  |     |  |    

---

Lease Expirations

The following table shows as of December 31, 2001 scheduled lease expirations for the Company's warehouse/industrial properties commencing
January 1, 2002 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 2001
Base Rent
Represented
by Expiring
Leases |  
|----------------------- |  | ---------------------- |  | -------------------------------- |  | ------------------------------------ |  | --------------------------------------------------- |  | -------------------------------------------------------- | - | -------------------------------------------------- | -
|2002                    |  | 61                     |  | 4,319,804                        |  | 16,376                               |  | 3.79                                                |  | 16.77                                                    | % | 13.93                                              | %
|2003                    |  | 46                     |  | 3,020,354                        |  | 12,158                               |  | 4.03                                                |  | 11.73                                                    | % | 10.34                                              | %
|2004                    |  | 40                     |  | 5,106,942                        |  | 17,460                               |  | 3.42                                                |  | 19.83                                                    | % | 14.85                                              | %
|2005                    |  | 30                     |  | 2,560,034                        |  | 8,612                                |  | 3.36                                                |  | 9.94                                                     | % | 7.33                                               | %
|2006                    |  | 39                     |  | 2,800,251                        |  | 11,511                               |  | 4.11                                                |  | 10.87                                                    | % | 9.79                                               | %
|2007                    |  | 14                     |  | 1,478,725                        |  | 7,745                                |  | 5.24                                                |  | 5.74                                                     | % | 6.59                                               | %
|2008                    |  | 13                     |  | 1,838,494                        |  | 7,700                                |  | 4.19                                                |  | 7.14                                                     | % | 6.55                                               | %
|2009                    |  | 7                      |  | 632,713                          |  | 3,820                                |  | 6.04                                                |  | 2.46                                                     | % | 3.25                                               | %
|2010                    |  | 12                     |  | 1,357,877                        |  | 7,014                                |  | 5.17                                                |  | 5.27                                                     | % | 5.97                                               | %
|2011                    |  | 3                      |  | 1,058,136                        |  | 4,587                                |  | 4.34                                                |  | 4.11                                                     | % | 3.90                                               | %

14

---

Options to Purchase Granted to Certain Tenants

The following warehouse/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. The Company believes that even if all of the purchase options are exercised, such
exercise will not have an adverse effect upon the operations of the Company or its ability to maintain its distribution policy. In addition, if any purchase option is exercised, the Company intends to
either distribute the cash proceeds to stockholders or reinvest the cash proceeds in additional properties. However, no assurance can be given that such distribution or reinvestment will occur.

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, 2001, these properties include: One Wildlife Way, Long Grove, Illinois, 8901 102nd Street, Pleasant Prairie, Wisconsin, 825 Tollgate Road,
Elgin, Illinois, 7400 Narragansett Avenue, Bedford Park, Illinois, and 7633 S. Sayre, Bedford Park, Illinois. The existence of these rights will not compel the Company to sell a property for a price
less than the price the Company desires to accept.

The Company's Other Properties and Investments

In addition to its warehouse/industrial properties, the Company owns three retail properties having approximately 61,183 square feet of GLA, one office property
having approximately 267,344 square feet of GLA, and two parking lots. The Company does not intend to acquire properties other than warehouse/industrial properties in the future. The Company believes,
however, that these properties are favorable investments for the Company, adding to distributable cash flow per share.

15

---



Retail Properties

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

|                                  |  | Year of
Acquisition/
Last
Redevelopment
Of
Expansion (1) |  | Year of
Original
Construction/
Expansion |  | Total
GLA
(Sq. Ft.)
(2) |  | Percent
of
Total
GLA
(3) |   | Percent
Of
GLA
Leased
as of
December 31,
2001 |   | Annualized
Base Rent
Revenue |         | Average
Rent
Per
Sq. Ft.
(4) |   | Number
Of
Tenants
|--------------------------------- |  | -------------------------------------------------------- |  | ---------------------------------------- |  | ----------------------- |  | ------------------------ | - | --------------------------------------------- | - | ---------------------------- | ------- | ---------------------------- | - | -----------------
|4-48 Barring Rd.
Streamwood, IL   |  | 1994                                                     |  | 1991                                     |  | 38,633                  |  | 63.1                     | % | 73.4                                          | % | $                            | 387,156 |                              | $ | 13.65            
|84-120 McHenry Rd.
Wheeling, IL   |  | 1990/1993                                                |  | 1989                                     |  | 20,535                  |  | 33.6                     | % | 79.9                                          | % |                              | 269,283 |                              |   | 16.41            
|351 North Rohlwing Rd.
Itasca, IL |  | 1993                                                     |  | 1989                                     |  | 2,015                   |  | 3.3                      | % | 100.0                                         | % |                              | 78,303  |                              |   | 38.86            
|                                  |  |                                                          |  |                                          |  |                         |  |                          |   |                                               |   |                              |         |                              |   |                  
|TOTAL                             |  |                                                          |  |                                          |  | 61,183                  |  | 100.0                    | % |                                               |   | $                            | 734,742 |                              | $ | 13.18            
|                                  |  |                                                          |  |                                          |  |                         |  |                          |   |                                               |   |                              |         |                              |   |                  

---

The tenants of the Company's retail properties are typical of tenants in smaller retail centers in Greater Chicago. 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 as of December 31, 2001 scheduled lease expirations for the retail properties commencing January 1, 2002, 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 Office
Properties GLA
Represented by
Expiring Leases |  | % of 2001 Office
Base Rent
Represented by
Expiring Leases |  
|----------------------- |  | ---------------------- |  | -------------------------------- |  | ------------------------------------ | ------- | --------------------------------------------------- | - | --------------------------------------------------------------- |  | --------------------------------------------------------- | -
|2002                    |  | 5                      |  | 10,343                           |  | $                                    | 126,752 |                                                     | $ | 12.25                                                           |  | 16.91                                                     | %
|2003                    |  | 2                      |  | 6,546                            |  |                                      | 66,708  |                                                     |   | 10.19                                                           |  | 10.70                                                     | %
|2004                    |  | 1                      |  | 2,614                            |  |                                      | 42,012  |                                                     |   | 16.07                                                           |  | 4.27                                                      | %
|2005                    |  | 3                      |  | 7,936                            |  |                                      | 198,091 |                                                     |   | 24.96                                                           |  | 12.97                                                     | %
|2006                    |  | 3                      |  | 12,764                           |  |                                      | 176,712 |                                                     |   | 13.84                                                           |  | 20.86                                                     | %
|2009                    |  | 1                      |  | 2,015                            |  |                                      | 78,303  |                                                     |   | 38.86                                                           |  | 3.29                                                      | %
|2011                    |  | 2                      |  | 4,574                            |  |                                      | 46,164  |                                                     |   | 10.09                                                           |  | 7.48                                                      | %

16

---

Office Properties

The following table sets forth certain information regarding the Company's office property:

|                                |  | Year of
Acquisition/
Last
Redevelopment
Of
Expansion (1) |  | Year of
Original
Construction/
Expansion |  | Total
GLA
(Sq. Ft.)
(2) |  | Percent
of
Total
GLA
(3) |   | Percent
Of
GLA
Leased
as of
December 31,
2001 |   | Annualized
Base Rent
Revenue |   | Average
Rent
Per
Sq. Ft.
(4) |   | Number
Of
Tenants
|------------------------------- |  | -------------------------------------------------------- |  | ---------------------------------------- |  | ----------------------- |  | ------------------------ | - | --------------------------------------------- | - | ---------------------------- | - | ---------------------------- | - | -----------------
|5800 Touhy Avenue
Niles, IL (5) |  | 2000                                                     |  | 2000                                     |  | 267,344                 |  | 0.0                      | % | 0.0                                           | % | $                            | 0 |                              | $ | 0                

---



The Company formerly owned Lakeshore Dunes Apartments, which was a residential property comprised of 682 units in 15 contiguous buildings located on an
approximately 20.12 acre site in Miller, Indiana, a suburb of Gary, Indiana, located on Lake Michigan. CenterPoint sold the property in January, 2001 and the $21.3 million mortgage note payable
that was secured by the property was assumed by the new owner.

As
of the end of 2001, the Company owned two parking lots within industrial parks. The first parking lot, purchased in 1996, is currently vacant. The second parking lot, purchased in
1999, is leased through June, 2002 for a current annual minimum rent of $44,181.

Item 3. Legal Proceedings.

The Company is involved in recovery efforts under the terms of its commercial office lease with HALO Industries, Inc., 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 $28.0 million. 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 of $3.7 million.

The
Company is not subject to or involved in, nor is the Company aware of, any pending or threatened litigation which is expected to be material to 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 Certain Items to a Vote of Security Holders.

None.

17

---

PART II

Item 5. Market for Registrant's Common Equity and Related Shareholder Matters.

(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, 2000          |  | 38.00 |  | 34.31 |  | 0.5025                 
|June 30, 2000           |  | 40.75 |  | 35.63 |  | 0.5025                 
|September 30, 2000      |  | 46.25 |  | 40.50 |  | 0.5025                 
|December 31, 2000       |  | 47.81 |  | 43.81 |  | 0.5025                 
|March 31, 2001          |  | 47.88 |  | 45.25 |  | 0.5250                 
|June 30, 2001           |  | 50.90 |  | 45.90 |  | 0.5250                 
|September 30, 2001      |  | 50.44 |  | 44.45 |  | 0.5250                 
|December 31, 2001       |  | 51.50 |  | 45.59 |  | 0.5250                 

(b)
As of March 14, 2002, there were approximately 144 holders of record of the Company's common shares.

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) proceeds from the disposition of Company properties,
(iv) occupancy of current properties, (v) payout ratio (dividends to funds from operations) restrictions under certain covenants of the Company's unsecured credit facility led by Bank
One, as Lead Arranger and Administrative Agent and (vi) terms of future debt agreements.

Item 6. Selected Historical 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 "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION," both included elsewhere in this Form 10-K.

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.

18

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CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES  SELECTED HISTORICAL FINANCIAL DATA  (in thousands, except for per share data, ratios and number of properties)

|                                    |                                                                                  | Year Ended December 31,                  |              
|----------------------------------- | -------------------------------------------------------------------------------- | ---------------------------------------- | -------------
|
|Operating Data:                     |                                                                                  |                                          |              
|                                    | Revenues                                                                         |                                          | $            
|Expenses:                           |                                                                                  |                                          |              
|                                    | Operating expenses (1)                                                           |                                          |              
|                                    | Depreciation and other amortization                                              |                                          |              
|                                    | General and administrative                                                       |                                          |              
|                                    | Interest expense:                                                                |                                          |              
|                                    |                                                                                  | Interest incurred, net                   |              
|                                    |                                                                                  | Amortization of deferred financing costs |              
|                                    | Impairment of asset (2)                                                          |                                          |              
|                                    |                                                                                  |                                          |              
|                                    | Operating income                                                                 |                                          |              
|                                    |                                                                                  | Gain on real estate                      |              
|                                    |                                                                                  | Other income (expense) (3)               |              
|                                    |                                                                                  |                                          |              
|                                    | Income before income taxes and extraordinary item                                |                                          |              
|                                    |                                                                                  | Provision for income taxes               |              
|                                    |                                                                                  |                                          |              
|                                    | Income before extraordinary item                                                 |                                          |              
|                                    |                                                                                  |                                          |              
|                                    |                                                                                  | Extraordinary item                       |              
|                                    |                                                                                  |                                          |              
|                                    | Net income                                                                       |                                          |              
|                                    | Preferred dividend                                                               |                                          |              
|                                    |                                                                                  |                                          |              
|                                    | Net income available to common shareholders                                      |                                          |              
|                                    | Per share net income available to common Shareholders before extraordinary item: |                                          |              
|                                    |                                                                                  | Basic                                    |              
|                                    |                                                                                  | Diluted                                  |              
|                                    | Per share net income available to common Shareholders:                           |                                          |              
|                                    |                                                                                  | Basic                                    |              
|                                    |                                                                                  | Diluted                                  |              
|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                                                             |                                          |              
|Other Data:                         |                                                                                  |                                          |              
|                                    | Funds from Operations (4)                                                        |                                          | $            
|                                    | EBITDA (5)                                                                       |                                          |              
|                                    | Net cash flow:                                                                   |                                          |              
|                                    |                                                                                  | Operating activities                     |              
|                                    |                                                                                  | Investing activities                     |              
|                                    |                                                                                  | Financing activities                     |              
|                                    |                                                                                  |                                          | Distributions
|                                    | Return of capital portion of distribution                                        |                                          |              
|                                    | Number of properties included in operating
results (6)                           |                                          |              

---

19

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|                                                                                   |  | 2001 |        | 2000 |   | 1999   |   | 1998 |        | 1997
|---------------------------------------------------------------------------------- |  | ---- | ------ | ---- | - | ------ | - | ---- | ------ | ----
|Net income available to common shareholders                                        |  | $    | 17,907 |      | $ | 44,581 |   | $    | 40,442 |     
|Extraordinary item                                                                 |  |      | 1,616  |      |   |        |   |      | 582    |     
|Depreciation and amortization, net of tax                                          |  |      | 34,986 |      |   | 32,954 |   |      | 27,351 |     
|Amortization of deferred financing costs, debentures                               |  |      |        |      |   |        |   |      | 23     |     
|Convertible subordinated debenture interest                                        |  |      |        |      |   |        |   |      | 451    |     
|Accumulated depreciation of sold industrial assets, net of tax                     |  |      | (6,690 | )    |   | (8,210 | ) |      | (2,335 | )   
|Accumulated depreciation on impaired assets held for sale                          |  |      | (2,006 | )    |   |        |   |      |        |     
|Depreciation and amortization from unconsolidated subsidiary, net of tax           |  |      | 391    |      |   | 1,041  |   |      | 553    |     
|Accumulated depreciation on sold assets from unconsolidated subsidiary, net of tax |  |      | (187   | )    |   | (8     | ) |      | (22    | )   
|Convertible preferred dividend                                                     |  |      | 3,730  |      |   | 3,745  |   |      | 1,958  |     
|Gain on sale of non-industrial properties                                          |  |      | (2,070 | )    |   |       |   |      |       |     
|                                                                                   |  |      |        |      |   |        |   |      |        |     
|Funds from operations                                                              |  | $    | 47,677 |      | $ | 74,103 |   | $    | 69,003 |     
|                                                                                   |  |      |        |      |   |        |   |      |        |     



20

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

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 "SELECTED HISTORICAL FINANCIAL DATA."

CenterPoint Value Added Strategy

The Company's focus on value added investment and capital recycling has contributed to the Company's results of operations. This activity includes investment in
acquisitions, build-to-suit, infrastructure development and property redevelopment activities. Since 1989, the Company has grown its portfolio of warehouse/industrial
properties from six properties, with approximately 1.9 million square feet, to 178 properties with approximately 29.8 million square feet as of December 31, 2001, including
investments within the Company's subsidiaries.

In
2001, the Company's capital recycling strategy provided $81.0 million of funds for value added acquisitions, investments in construction in progress and investments in
properties at the affiliate level. The Company sold 21 owned properties, including three land parcels and acquired and completed the construction of 21 properties, including two land parcels. The
Company's total net increase in owned warehouse/industrial properties was 1.4 million square feet or 5.0% of the warehouse/industrial portfolio.

As
part of the Company's capital recycling program, the Company monitors its investment and disposition activity to ensure that it continues to qualify as a REIT. Property investments
that may have an adverse impact on the Company's REIT status are acquired by the Company's taxable REIT subsidiary. The Company believes that its disposition activity does not impair its status as a
REIT.

CenterPoint's Development Pipeline

The historical results of the Company reflect the Company's value added property development and redevelopment activities in which substantial capital costs and
related expenses were incurred in advance of receipt of rental income. Since 2000, the Company has engaged in infrastructure development at CenterPoint Intermodal Center, partially reimbursed with tax
increment financing developer notes. At December 31, 2001, the Company and its subsidiaries had $151.7 million of development costs invested in projects, including 621 acres for the
Burlington Northern Santa Fe intermodal yard at CenterPoint Intermodal Center, the approximately 1,300 acres remaining at the park, the International Produce Market in Chicago and other projects.
$84.2 million of developer notes relating to these projects were outstanding as of the end of the year. Also, as of December 31, 2001 the sites under development, 0.7 million
square feet of industrial properties and the 621 acres of improved land, were scheduled for delivery in 2002, contributing operating income and capital to the Company upon completion or sale.

CenterPoint Joint Venture

The Company owns 25% of CenterPoint Venture, a partnership with CalEast, which is engaged in property acquisitions, management and dispositions. The
$200 million fund was formed to position, package and sell stabilized industrial property investment opportunities routinely passed over by the company due to its more value added focus. The
Company provides property management services for the Venture, and also earns fees associated with the administration of the Venture and acquisitions and dispositions completed by the Venture. During
2001, CenterPoint Venture completed six dispositions and three acquisitions. As of December 31, 2001, CenterPoint Venture owned 10 warehouse/industrial properties and had three developments
under construction, totaling 2.3 million square feet, which were 94.2% leased.

21

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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 3 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

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Results of Operations

Effective January 1, 2001, the Company acquired 100% of the common stock of CRS at book value. In connection with the acquisition, the CRS preferred stock
owned by the Company was cancelled. For the year ending December 31, 2001 and thereafter, the operations of CRS will be consolidated with the Company. In January 2001, CRS elected to be
treated as a taxable REIT subsidiary, as permitted by the Tax Relief Extension Act of 1999.

Comparison of Year Ended December 31, 2001 to Year Ended December 31, 2000

Revenues

Total
revenues increased $5.1 million or 3.2% over the same period last year. Revenue growth was negatively affected by increased vacancies and low same store growth. Also, the
Company's revenue growth was affected by the consolidation of CRS. In 2000, the Company earned certain fees from dispositions completed in CRS that are reflected in real estate fee income and equity
in affiliate. Similar fees are consolidated in 2001 and reflected in gains on the sale of real estate.

In
the twelve months of 2001, 96.4% of total revenues of the Company were derived primarily from minimum rents, straight-line rents, expense reimbursements and mortgage
income (operating and investment revenue), pursuant to the terms of tenant leases and mortgages for occupied space at the warehouse/industrial properties. Operating and investment revenues increased
by $5.5 million in 2001 mainly due to the consolidation of CRS properties. Operating and investment revenues remained nearly constant before the effect of the CRS consolidation due to the
Company's capital recycling program.

Other
revenues decreased $0.4 million mainly due to the consolidation of CRS and a full period of CenterPoint Venture operations in 2001. Also, the Company structured much of its
2001 merchant transactions as gains on the sale of properties rather than real estate fee income in tune with the Company's capital recycling strategy. Gains are included as a separate item in the
statement of operations.

Operating
and Nonoperating Expenses

Real
estate tax expense and property operating and leasing (POL) expense, combined, increased by $0.6 million from year to year. The POL increase was offset by lower real estate
taxes due to the disposition of certain highly taxed properties in late 2000 and early 2001. The consolidation of CRS

23

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increased property operating and leasing costs in addition to higher utility costs in early 2001. The following is a breakdown of the composition of the Company's property operating and leasing
costs.

Year Ended December 31,2001

2000Property operating and maintenance costs

$
12,751

$
13,019Property management and leasing


8,979


7,300Total property operating and leasing

$
21,730

$
20,319Total revenues


163,567


158,479Property operating and leasing costs as a % of total revenues


13.3
%

12.8
%


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, as a percentage of total revenues, increased from 12.8% to 13.3% when comparing 2000 to 2001 due in part to the consolidation of
CRS. Property operating and leasing costs incurred on CRS in 2000 were $1.1 million. If the 2000 results of operations included the CRS activity, property operating costs as a percentage of
total revenues would have been 13.3% for 2000, more comparable to 2001. In connection with development projects and non-operating property acquisitions, the Company capitalized
$1.4 million and $1.2 million in 2001 and 2000, respectively, that would normally be included in property operating and leasing costs.

General
and administrative expenses increased by $0.8 million, only a slight increase, due primarily to the consolidation of CRS. Corporate administration, finance and investor
relations are included in the Company's general and administrative expense. As a percentage of total revenues, general and administrative expenses increased from 3.0% to 3.4% when comparing 2001 and
2000.

Depreciation
and amortization increased by $2.4 million due to a full period of depreciation on 2000 acquisitions and a partial period of depreciation on 2001 acquisitions, which
were only partially offset by 2001 dispositions.

Interest
incurred decreased by approximately $0.2 million over the same period last year due to lower interest rates in 2001 and the full effect of the late 2000 equity issuance
and decrease in average debt balances. In connection with development projects under construction, the Company capitalized $7.2 million and $3.4 million in 2001 and 2000, respectively.

Gains
on the sale of real estate increased in 2001 due to the sale of 21 properties, at a higher margin and gross gain than the 37 properties sold in 2000 and due in part to the
consolidation of CRS. If CRS were consolidated in 2000, the Company would have reported an additional $5.6 million in gains on the sale of real estate. Also, in 2001, the Company recognized
$8.5 million from previously deferred gains related to property sales in 2000. Finally, as mentioned above, more of the Company's property sales and fees were structured as straight property
sales rather than fee income in 2001.

At
December 31, 2001, the Company had a 267,344 square foot office property held for sale. This property was the former headquarters of HALO Industries, Inc. (HALO) and is
located at 5800 Touhy Avenue in Niles, Illinois. The bankruptcy of HALO caused a reduction in the property value and on December 12, 2001 the Company announced its intention to sell the
property. Accordingly, 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 in accordance with
FAS 121. Prior to the Company's decision to sell the property, the Company estimated that future undiscounted cash flows were sufficient to recover the carrying value of the building.

An
extraordinary item was recorded for the early extinguishment of debt associated with the sale of the Company's residential property, Lake Shore Dunes apartments. The
$21.3 million mortgage

24

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note payable that was collateralized by the property was assumed by the new owner and the unamortized financing costs were written off.

Finally,
due to the consolidation of CRS, the Company has recorded a provision for income taxes in 2001 as a separate line item in the statement of operations. Prior to 2001 this
provision was reflected in equity in income from affiliate.

Net
Income and Other Measures of Operations

Net
income decreased $26.7 million or 48.8% mainly due to the impairment of real estate held for sale. Before this charge, net income increased $11.3 or 20.7% due to the growth of
the Company through the net acquisition of warehouse/industrial real estate and increased gains on the sale of real estate.

Funds
from operations ("FFO") decreased 35.6% from $74.1 million to $47.7 million, due mainly to the impairment of real estate recorded by the Company. The National
Association of Real Estate Investment Trusts ("NAREIT") defines funds from operations as net income before extraordinary items plus depreciation and non-financing amortization, less gains
(losses) on the sale of real estate. CenterPoint calculates FFO as net income available to common shareholders, plus real estate depreciation and non-financing amortization, inclusive of
fee income and industrial property sales (net of accumulated depreciation) of the Company and its unconsolidated affiliates. The Company believes that FFO inclusive of cash gains better reflects
recurring funds because the disposition of stabilized properties, and the recycling of capital and profits to new "value added" investments, is fundamental to the Company's business strategy. FFO
exclusive of gains and losses from disposition activities decreased 61.0% from $63.1 million to $24.5 million when comparing periods. FFO does not represent cash flow from operations as
defined by GAAP, should not be considered by the reader as an alternative to net income as an indicator of the Company's operating performance or to cash flows as a measure of liquidity, and is not
indicative of cash available to fund all cash flow needs.

Exclusive
of the impairment of real estate, net of accumulated depreciation, and the Company's fourth quarter 2001 additions to bad debt and other reserves, totaling
$41.5 million, the Company's FFO increased 20.4% from $74.1 million to $89.2 million.

On
a cash basis, when comparing the 2000 results of operations of properties owned January 1, 2000 with the results of operations of the same properties for 2001 (the "same store"
portfolio), the Company recognized an increase of approximately 1.0% in net operating income. This low growth was largely due to a 5.1% decline in occupancy in the same store portfolio. However, the
Company does not emphasize this measure of operations. The Company does not rely on future unrealized rental growth to add value for our shareholders. Rather, the Company focuses on adding value and
recycling capital to increase earnings.

The
Company assesses its operating results, in part, by comparing the Net Revenue Margin between periods. Net Revenue Margin is calculated for the "in service" portfolio by dividing net
revenue (total operating and investment revenue less real estate taxes and property operating and leasing expense) by adjusted operating and investment revenue (operating and investment revenue less
expense reimbursements, adjusted for leases containing expense stops). This margin indicates the percentage of revenue actually retained by the Company or, alternatively, the amount of property
related expenses not recovered by tenant reimbursements. The margin for 2001 was 87.5% compared with 87.6% for 2000.

The
Company also measures its operating performance with its EBITDA margin, adjusted for depreciation on sold properties and its NOI margin. The adjusted EBITDA margin is calculated as
EBITDA less depreciation on sold properties divided by total revenues. This margin tracks the Company's operating net earnings compared to total revenues before financing costs. The adjusted

25

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EBITDA margin for 2001 was 56.5% compared to 73.1% for 2000, reflecting the effect of the asset impairment.

The
NOI margin is calculated as operating and investment revenues less real estate taxes and property operating and leasing divided by total operating and investment revenues. This
margin, similar to the Net Revenue Margin, measures the percentage of property revenues retained by the Company. The NOI margin for 2001 was 66.6% compared to 65.6% for 2000.

Related
Party Transactions in 2001

Since
2001, the Company has been negotiating the securitization of the Burlington Northern Santa Fe land lease for a portion of CenterPoint Intermodal Center using Legg Mason Wood
Walker, Inc., an investment banking firm that employs Thomas Robinson, a trustee of the Company, in a different group within Legg Mason than the one the Company is dealing with. The Company believes
this relationship does not compromise the trustee's independence.

The
Company purchased a warehouse/industrial property and assumed related debt with LaSalle National Bank totaling $2.2 million. Norman Bobins, a Company trustee, is an executive
of LaSalle Bank and ABN AMRO North America, Inc., the parent Company of LaSalle Bank. The Company believes this relationship does not compromise the trustee's independence.

The
Company earned fees from the Venture totaling $0.8 million and $0.8 million for acquisitions, administrative services and for property management services for the years
ended December 31, 2001 and 2000, respectively. At December 31, 2001 and 2000, the Company had $0.2 million and $0.4 million receivable for these fees.

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 $41,000 was deferred due to
its 25% ownership.

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 their pro rata portion of the Venture's gain in the calculation of the Company's equity in income from the Venture.

Comparison of Year Ended December 31, 2000 to Year Ended December 31, 1999

Revenues

Total
revenues increased by $19.5 million or 14.1% over the same period last year.

In
the twelve months of 2000, 96.0% of total revenues of the Company were derived primarily from operating and investment revenues, pursuant to the terms of tenant leases and mortgages
for occupied space at the warehouse/industrial properties. Operating and investment revenues increased by $29.2 million in 2000. A portion of the increase was due to income from 22 acquired
operating properties and completed developments in 2000, totaling 4.0 million square feet, net of 37 dispositions as of the end of the year. The remainder of the increase was attributable to a
full period of income from the 1999 acquisition of 61 properties and three build-to-suit properties coming on line, totaling 5.1 million square feet, net of nine
property dispositions.

Other
revenues decreased $9.6 million mainly due to the structuring of 2000's merchant transactions as gains on the sale of properties rather than real estate fee income in tune
with our capital recycling strategy. Gains are included as a separate item in the Statement of Operations.

Operating
and Nonoperating Expenses

Real
estate tax expense and property operating and leasing expense increased by $11.0 million from year to year. $6.1 million of the increase resulted from a full period of
real estate taxes on 1999 acquisitions and a partial period of real estate taxes on 2000 acquisitions, net of dispositions. The

26

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balance of the increase was due to increased leasing expenses, insurance, utilities, repairs and maintenance and property management costs, which increased proportionate to the level of acquisitions
and development activities of the Company. Property operating and leasing costs, as a percentage of total revenues, increased from 11.1% to 12.8% when comparing 1999 to 2000 due in part to current and
future growth of the Company's operating team and operating activity on 2000 and 1999 acquisitions and developments.

General
and administrative expenses increased by $0.6 million, only a slight increase, due primarily to the growth of the Company. As a percentage of total revenues, general and
administrative expenses decreased slightly from 3.1% to 3.0% when comparing years.

Depreciation
and amortization increased by $5.6 million due to a full period of depreciation on 1999 acquisitions and a partial period of depreciation on 2000 acquisitions.

Interest
incurred increased by approximately $11.0 million over the same period last year due to increased average balances outstanding and higher interest rates for variable rate
debt in 2000 compared to 1999.

Gains
on the sale of real estate increased in 2000 due to the sale of 37 properties, compared to only nine properties in 1999. As mentioned above, more of the Company's merchant
activities were structured as straight property sales in 2000.

Net
Income and Other Measures of Operations

Net
income increased $5.9 million or 12.2% due to the growth of the Company through the net acquisition of warehouse/industrial real estate and merchant income.

Funds
from operations ("FFO") increased 7.4% from $69.0 million to $74.1 million.

On
a cash basis, when comparing the same store portfolio results of operations for 1999 to the results of operations for 2000, the Company recognized an increase of approximately 6.2% in
net operating income. This same store increase was due to the timely lease up of vacant space, rental increases on renewed leases and contractual increases in minimum rent under leases in place.

The
net revenue margin for 2000 was 87.6% compared with 88.2% for 1999.

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, while proceeds from asset dispositions, supplemented by
unsecured financings and periodic capital raises, have been used to fund, on a long term basis, acquisitions and other capital costs. Cash flow from operations during 2001 was $73.2 million,
providing $16.2 million of retained capital after distributions of $57.5 million. The Company expects retained capital and disposition proceeds to continue to fund a significant portion
of future investment activities. The Company seeks to dispose assets that offer a low prospective total return relative to their market value. By rationing its invested capital, the volume of
dispositions is proportionate to the volume of investment and the availability of debt and equity capital. The Company seeks to maximize per share cash flow and value.

In
2001, the Company's investment activities included acquisitions of $66.9 million, advances for construction in progress of $110.7 million, and improvements and additions
to properties of $17.6 million. These activities were funded with dispositions of real estate of $81.0 million, advances on the Company's lines of credit and a portion of the Company's
retained capital.

27

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Equity
and Share Activity

During
2001, the Company paid distributions on common shares of $47.4 million or $2.10 per share. Also, in 2001, the Company paid dividends on Series A Preferred Shares of
$6.4 million or $2.12 per share and $3.7 million for dividends on Series B Convertible Preferred Shares or $3.75 per share. 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 and (iv) terms of future debt agreements.

Debt
Capacity

The
Company seeks to maintain capacity larger than its expected two years investment requirements, considering all available funding sources. At December 31, 2001, the Company's
debt constituted approximately 31.7% of its fully diluted total market capitalization. Also, the Company's earnings before interest, taxes, depreciation and amortization, ("EBITDA") to debt service
coverage ratio decreased from the prior year, but remained high at 3.2 to 1, and the Company's EBITDA to fixed charge coverage ratio was 2.4 to 1 due to preferred dividends. For the fourth quarter of
2001, the Company received a waiver for its debt covenants related to these coverage ratios. The waiver allowed the Company to exclude the non-cash charge for impairment of real estate
held for sale that was incurred in the fourth quarter. Excluding the impairment, these ratios were 4.5 to 1 and 3.4 to one, respectively. The Company's common equity market capitalization was
approximately $1.1 billion, and its fully diluted total market capitalization was approximately $1.9 billion.

Standard
and Poors, Fitch, Duff & Phelps Credit Rating Co. and Moody's Investors Service's have assigned investment grade ratings to the Company's senior unsecured debt and
preferred stock issuable under the Company's shelf registration statement.

Liquidity

The
Company believes it has strong liquidity and capital resources available to meet its current needs. The Company has a $350.0 million unsecured credit facility with a
termination date of October, 2003 and interest rate of LIBOR plus 100 basis points. The unsecured facility is led by Bank One, Lead Arranger and Administrative Agent. Other banks participating in the
facility are Bank of America, N.A., Syndication Agent; First Union National Bank, Documentation Agent; U.S. Bank National Association, Managing Agent; Commerzbank AG, Managing Agent; AmSouth Bank,
Managing Agent; LaSalle National Bank; Citizens Bank; South Trust Bank; Firstar Bank; ErsteBank; The Northern Trust Company; Comerica Bank; and Key Bank.

As
of March 12, 2002, the Company had outstanding borrowings of $151.5 million under the Company's unsecured line of credit (approximately 7.8% of the Company's fully
diluted total market capitalization), and the Company had remaining availability of $198.5 million under its unsecured line of credit.

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.

28

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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 diposition 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. Finally, proceeds from developer notes backed by tax increment financing arrangements will also be used to fund future
development costs.

In
addition, during 2002 the Company is actively pursuing capital strategies that include monetization of the Burlington Northern Santa Fe ground lease at CenterPoint Intermodal Center
and the sale of all or a portion of its TIF backed developer notes held in conjunction with the International Produce Market and CenterPoint Intermodal Center. In the future the Company expects to be
reimbursed through developer notes backed by tax increment financing arrangements for up to $133.5 million in construction costs incurred related to developing CenterPoint Intermodal Center and
the Chicago International Produce Market (CIPM). As of December 31, 2001 $7.2 million, representing principal, has been recognized as a reduction to the basis (for principal of the
notes) in the CIPM project and $0.2 million has been recorded as interest income. The remaining developer notes relate to CenterPoint Intermodal Center and have not been reflected in the
financial statements due to uncertainties related to collection.

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



29

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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.

Recent
Pronouncements

FAS
No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" a replacement of FASB Statement No. 121. This statement supercedes FASB Statement
No. 121,Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Ofand APB
No. 30,Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual or Infrequently
Occurring Events and Transactions.This statement provides accounting and reporting standards for long-lived assets to be disposed of by sale, including
discontinued operations. Statement No. 144 requires that long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in
continuing operations or in discontinued operations. Therefore, discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet
occurred.

This
statement 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. A component of an entity that is classified as held for sale or that has been disposed of is presented as a discontinued operation if the operations and cash flows of the
component will be (or have been) eliminated from the ongoing operations of the entity and the entity will not have any significant continuing involvement in the operations of the component. These
provisions are effective for financial statements issued for fiscal years beginning after December 15, 2001 and are applied prospectively. As individual properties will qualify as components
under the provisions of FAS No. 144, the Company expects the operations of all properties sold or classified as held for sale after December 31, 2001 to be shown as discontinued
operations. In addition, operations for such properties for all prior periods presented will be reclassified to discontinued operations.

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 and dependence on tenants'
business operations), risks relating to acquisition, construction and development activities, 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, environmental risks and
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. See also, Items 3 and 7A of Part I of
this report.

30

---

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, 2001, $175.6 million or 29.9% of the Company's debt was variable rate debt (inclusive of tax exempt debt at a rate of 1.8% as of December 31, 2001)
and $410.9 million or 70.1% of the debt was fixed rate debt. Based on the amount of variable debt outstanding as of December 31, 2001, 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 effect the fair value of the debt. An increase in
interest rates would decrease the fair value 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 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.

31

---



PART III

Item 10. Directors and Executive Officers of the Registrant.

Item 10 is incorporated herein pursuant to General Instruction G to Form 10-K by reference to pages 2 through 6 of 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

Item 11 is incorporated herein pursuant to General Instruction G to Form 10-K by reference to pages 10 through 12 of 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

Item 12 is incorporated herein pursuant to General Instruction G to Form 10-K by reference to pages 7 through 9 of 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.

Item 13 is incorporated herein pursuant to General Instruction G to Form 10-K by reference to material under the caption "Certain Related Party
Transactions" in 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.

32

---

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.



|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                                       
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)3.1         |  | Declaration of Trust, as supplemented by Articles Supplementary                                                                                                                                                                                                                                                                                                   
|(a)3.2         |  | Bylaws, as amended                                                                                                                                                                                                                                                                                                                                                
|(b)4.1         |  | Registration Rights Agreement between the Company and LaSalle Advisors Limited Partnership                                                                                                                                                                                                                                                                        
|(c)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.                                                                                                                                                                                                                     
|4.3            |  | Indenture dated as of April 17, 1998 between CenterPoint Properties Trust and U.S. Bank Trust National Association.                                                                                                                                                                                                                                               
|(d)4.4         |  | First Supplemental Indenture dated as of April 7, 1998 between CenterPoint Properties Trust and U.S. Bank Trust National Association.                                                                                                                                                                                                                             
|(e)4.5         |  | Second Supplemental Indenture dated as of October 23, 1998 between CenterPoint Properties Trust and U.S. Bank Trust National Association.                                                                                                                                                                                                                         
|(e)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                                                                                                                                                                                                
|(a)10.2        |  | CenterPoint Properties Amended and Restated 1993 Stock Option Plan, as amended                                                                                                                                                                                                                                                                                    
|(b)10.3        |  | 1995 Restricted Stock Incentive Plan                                                                                                                                                                                                                                                                                                                              
|(b)10.4        |  | 1995 Director Stock Plan                                                                                                                                                                                                                                                                                                                                          
|(f)10.5        |  | 2000 Omnibus Employee Retention and Incentive Plan                                                                                                                                                                                                                                                                                                                
|(f)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.)
|(g)10.10       |  | Stock Grant Agreement between the Company and each of John S. Gates, Jr, Rockford O. Kottka, Paul T. Ahern and Mike M. Mullen                                                                                                                                                                                                                                     
|(g)10.11       |  | Stock Option Agreement between the Company and each of John S. Gates, Jr, Paul S. Fisher, Rockford O. Kottka and Mike M. Mullen                                                                                                                                                                                                                                   

33

---

|(g)10.12 |  | Stock Option Agreement between the Company and each of Alan D. Feld, John J. Kinsella, Martin Barber, Nicholas Babson, Norman Bobins, Thomas E. Robinson and Robert Stovall
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|21       |  | Subsidiaries of the Company                                                                                                                                                
|23       |  | Consent of Independent Accountants                                                                                                                                         

---

34

---

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, on March 12, 2002.

| |  | 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,
Co-Chairman and Trustee                                                                                                                |  | March 12, 2002
|/s/JOHN S. GATES, JR. |  | John S. Gates, Jr.,
Co-Chairman and Trustee, Chief Executive Officer (Principal Executive Officer)                                                    |  | March 12, 2002
|/s/ROBERT L. STOVALL  |  | Robert L. Stovall,
Vice Chairman and Trustee                                                                                                          |  | March 12, 2002
|/s/NICHOLAS C. BABSON |  | Nicholas C. Babson, Trustee                                                                                                                           |  | March 12, 2002
|/s/ALAN D. FELD       |  | Alan D. Feld, Trustee                                                                                                                                 |  | March 12, 2002
|/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, 2002
|/s/MICHAEL M. MULLEN  |  | Michael M. Mullen, Trustee,
President and Chief Operating Officer                                                                                     |  | March 12, 2002
|/s/THOMAS E. ROBINSON |  | Thomas E. Robinson, Trustee                                                                                                                           |  | March 12, 2002
|/s/NORMAN BOBINS      |  | Norman Bobins, Trustee                                                                                                                                |  | March 12, 2002

35

---



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

|                                                                                                     |  | Page(s)     
|---------------------------------------------------------------------------------------------------- |  | ------------
|Consolidated Financial Statements:                                                                   |  |             
|Report of Independent Accountants                                                                    |  | F-2         
|Consolidated Balance Sheets as of December 31, 2001 and 2000                                         |  | F-3         
|Consolidated Statements of Operations for the years ended December 31, 2001, 2000 and 1999           |  | F-4         
|Consolidated Statements of Shareholders' Equity for the years ended December 31, 2001, 2000 and 1999 |  | F-5         
|Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999           |  | F-6         
|Notes to Consolidated Financial Statements                                                           |  | F-7 to F-32 
|Financial Statement Schedules:                                                                       |  |             
|Report of Independent Accountants                                                                    |  | F-33        
|Schedule IIValuation and Qualifying Accounts                                                        |  | F-34        
|Schedule IIIReal Estate and Accumulated Depreciation                                                |  | F-35 to F-43

F-1

---

REPORT OF INDEPENDENT ACCOUNTANTS

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 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, 2001 and 2000, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2001 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.



Chicago,
Illinois
February 11, 2002

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                                                                                                                                                    |                               |          
|                                                                                        |                                                                                                                                                                             |                               |          
|                                                                                        |                                                                                                                                                                             |                               | 1,197,900
|                                                                                        | Less accumulated depreciation                                                                                                                                               |                               |          
|                                                                                        | Real estate held for sale, net of depreciation                                                                                                                              |                               |          
|                                                                                        |                                                                                                                                                                             |                               |          
|                                                                                        |                                                                                                                                                                             | Net investment in real estate |          
|Cash and cash equivalents                                                               |                                                                                                                                                                             |                               | 1,851    
|Restricted cash                                                                         |                                                                                                                                                                             |                               | 2,437    
|Tenant accounts receivable, net                                                         |                                                                                                                                                                             |                               | 31,890   
|Mortgage notes receivable                                                               |                                                                                                                                                                             |                               | 7,561    
|Investment in and advances to affiliate                                                 |                                                                                                                                                                             |                               | 10,732   
|Prepaid expenses and other assets, net                                                  |                                                                                                                                                                             |                               | 13,383   
|Deferred expenses, net                                                                  |                                                                                                                                                                             |                               | 14,585   
|                                                                                        |                                                                                                                                                                             |                               |          
|                                                                                        |                                                                                                                                                                             | $                             | 1,182,671
|                                                                                        |                                                                                                                                                                             |                               |          
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                    |                                                                                                                                                                            
|Liabilities:                                                                            |                                                                                                                                                                             |                               |          
|Mortgage notes payable and other debt                                                   |                                                                                                                                                                             | $                             | 60,927   
|Senior unsecured debt                                                                   |                                                                                                                                                                             |                               | 350,000  
|Tax-exempt debt                                                                         |                                                                                                                                                                             |                               | 44,100   
|Line of credit                                                                          |                                                                                                                                                                             |                               | 131,500  
|Preferred dividends payable                                                             |                                                                                                                                                                             |                               | 1,060    
|Accounts payable                                                                        |                                                                                                                                                                             |                               | 15,493   
|Accrued expenses                                                                        |                                                                                                                                                                             |                               | 56,381   
|Rents received in advance and security deposits                                         |                                                                                                                                                                             |                               | 9,415    
|                                                                                        |                                                                                                                                                                             |                               |          
|                                                                                        |                                                                                                                                                                             |                               | 668,876  
|                                                                                        |                                                                                                                                                                             |                               |          
|Commitments and contingencies                                                           |                                                                                                                                                                             |                               |          
|Shareholders' equity:                                                                   |                                                                                                                                                                             |                               |          
|Preferred shares of beneficial interest, $.001 par value, 10,000,000 shares authorized: |                                                                                                                                                                             |                               |          
|                                                                                        | Series A shares, 3,000,000 issued and outstanding having a liquidation preference of $25 per share ($75,000)                                                                |                               |          
|                                                                                        | Series B convertible shares, 994,712 and 994,712 issued and outstanding, respectively, having a liquidation preference of $50 per share ($49,736 and $49,736, respectively) |                               |          
|                                                                                        | Common shares of beneficial interest, $.001 par value, 47,727,273 shares authorized; 22,753,913 and 22,283,930 issued and outstanding, respectively                         |                               |          
|Additional paid-in-capital                                                              |                                                                                                                                                                             |                               | 587,972  
|Retained earnings (deficit)                                                             |                                                                                                                                                                             |                               | (66,285  
|Unearned compensationrestricted shares                                                 |                                                                                                                                                                             |                               | (7,919   
|                                                                                        |                                                                                                                                                                             |                               |          
|                                                                                        | Total shareholders' equity                                                                                                                                                  |                               |          
|                                                                                        |                                                                                                                                                                             |                               |          
|                                                                                        |                                                                                                                                                                             | $                             | 1,182,671
|                                                                                        |                                                                                                                                                                             |                               |          

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

F-3

---

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

|                                                                                 |                                                  | Years Ended December 31,                 |                                       
|-------------------------------------------------------------------------------- | ------------------------------------------------ | ---------------------------------------- | --------------------------------------
|
|Revenue:                                                                         |                                                  |                                          |                                       
|Operating and investment revenue:                                                |                                                  |                                          |                                       
|                                                                                 |                                                  | Minimum rents                            |                                       
|                                                                                 |                                                  | Straight-line rents                      |                                       
|                                                                                 |                                                  | Expense reimbursements                   |                                       
|                                                                                 |                                                  | Mortgage interest income                 |                                       
|                                                                                 |                                                  |                                          |                                       
|                                                                                 |                                                  |                                          | Total operating and investment revenue
|                                                                                 |                                                  |                                          |                                       
|Other revenue:                                                                   |                                                  |                                          |                                       
|                                                                                 |                                                  | Real estate fee income                   |                                       
|                                                                                 |                                                  | Equity in net income (loss) of affiliate |                                       
|                                                                                 |                                                  |                                          |                                       
|                                                                                 |                                                  |                                          | Total other revenue                   
|                                                                                 |                                                  |                                          |                                       
|                                                                                 |                                                  |                                          | Total revenue                         
|                                                                                 |                                                  |                                          |                                       
|Expenses:                                                                        |                                                  |                                          |                                       
|Real estate taxes                                                                |                                                  |                                          | 30,994                                
|Property operating and leasing                                                   |                                                  |                                          | 21,730                                
|General and administrative                                                       |                                                  |                                          | 5,566                                 
|Depreciation and amortization                                                    |                                                  |                                          | 35,391                                
|Interest expense:                                                                |                                                  |                                          |                                       
|                                                                                 |                                                  | Interest incurred, net                   |                                       
|                                                                                 |                                                  | Amortization of deferred financing costs |                                       
|                                                                                 | Impairment of asset held for sale                |                                          |                                       
|                                                                                 |                                                  |                                          |                                       
|                                                                                 |                                                  |                                          | Total expenses                        
|                                                                                 |                                                  |                                          |                                       
|                                                                                 |                                                  |                                          | Operating income (loss)               
|Other income (expense):                                                          |                                                  |                                          |                                       
|Gain on sale of real estate                                                      |                                                  |                                          | 32,014                                
|Other income (expense)                                                           |                                                  |                                          |                                      
|                                                                                 |                                                  |                                          |                                       
|Income before income taxes and extraordinary item                                |                                                  |                                          | 30,752                                
|                                                                                 | Provision for income taxes                       |                                          |                                       
|                                                                                 |                                                  |                                          |                                       
|Income before extraordinary item                                                 |                                                  |                                          | 29,613                                
|                                                                                 | Extraordinary item, early extinguishment of debt |                                          |                                       
|                                                                                 |                                                  |                                          |                                       
|Net income                                                                       |                                                  |                                          | 27,997                                
|Preferred dividends                                                              |                                                  |                                          | (10,090                               
|                                                                                 |                                                  |                                          |                                       
|Net income available to common shareholders                                      |                                                  | $                                        | 17,907                                
|                                                                                 |                                                  |                                          |                                       
|Per share net income available to common shareholders before extraordinary item: |                                                  |                                          |                                       
|                                                                                 |                                                  | Basic                                    |                                       
|                                                                                 |                                                  | Diluted                                  |                                       
|Per share net income available to common shareholders:                           |                                                  |                                          |                                       
|                                                                                 |                                                  | Basic                                    |                                       
|                                                                                 |                                                  | Diluted                                  |                                       
|Distributions per common share                                                   |                                                  | $                                        | 2.10                                  

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

F-4

---

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 |       | Class B
Common Shares |           |   |   |   |  |            |   |   |    |   |            |   |  
|--------------------------------------------------------------------------------- |  | -------------------------- |  | -------------------------------------- | ----- | --------------------- | --------- | - | - | - |  | ---------- | - | - | -- | - | ---------- | - | -
|
|
|
|Balance, December 31, 1998                                                        |  | 3,000,000                  |  | $                                      | 3     |                       | 0         |   | $ | 0 |  | 1,398,088  |   | $ | 1  |   | 18,753,474 |   | $
|Issuance of preferred shares, Series B less $2,331 of offering costs              |  |                            |  |                                        |       |                       | 1,000,000 |   |   | 1 |  |            |   |   |    |   |            |   |  
|Conversion of Class B common shares to common shares                              |  |                            |  |                                        |       |                       |           |   |   |   |  | (1,398,088 | ) |   | (1 | ) | 1,398,088  |   |  
|Conversion of convertible subordinated debentures to common shares                |  |                            |  |                                        |       |                       |           |   |   |   |  |            |   |   |    |   | 441,511    |   |  
|Shares issued for stock options exercised                                         |  |                            |  |                                        |       |                       |           |   |   |   |  |            |   |   |    |   | 53,670     |   |  
|Director share awards                                                             |  |                            |  |                                        |       |                       |           |   |   |   |  |            |   |   |    |   | 3,058      |   |  
|Amortization of unearned compensation                                             |  |                            |  |                                        |       |                       |           |   |   |   |  |            |   |   |    |   |            |   |  
|Distributions declared on common shares, $1.90 per share                          |  |                            |  |                                        |       |                       |           |   |   |   |  |            |   |   |    |   |            |   |  
|Distributions declared on Class B common shares, $1.46 per share                  |  |                            |  |                                        |       |                       |           |   |   |   |  |            |   |   |    |   |            |   |  
|Distributions declared on preferred shares, Series A, $2.12 per share             |  |                            |  |                                        |       |                       |           |   |   |   |  |            |   |   |    |   |            |   |  
|Distributions declared on convertible preferred shares, Series B, $1.96 per share |  |                            |  |                                        |       |                       |           |   |   |   |  |            |   |   |    |   |            |   |  
|Net income                                                                        |  |                            |  |                                        |       |                       |           |   |   |   |  |            |   |   |    |   |            |   |  
|                                                                                  |  |                            |  |                                        |       |                       |           |   |   |   |  |            |   |   |    |   |            |   |  
|Balance, December 31, 1999                                                        |  | 3,000,000                  |  |                                        | 3     |                       | 1,000,000 |   |   | 1 |  | 0          |   |   | 0  |   | 20,649,801 |   |  
|Issuance of common shares, less $1,792 of offering costs                          |  |                            |  |                                        |       |                       |           |   |   |   |  |            |   |   |    |   | 1,500,362  |   |  
|Conversion of convertible preferred shares, Series B to common shares             |  |                            |  |                                        |       |                       | (5,288    | ) |   |   |  |            |   |   |    |   | 5,797      |   |  
|Shares issued for share options exercised                                         |  |                            |  |                                        |       |                       |           |   |   |   |  |            |   |   |    |   | 51,802     |   |  
|Director share awards                                                             |  |                            |  |                                        |       |                       |           |   |   |   |  |            |   |   |    |   | 2,640      |   |  
|Employee share awards                                                             |  |                            |  |                                        |       |                       |           |   |   |   |  |            |   |   |    |   | 76,609     |   |  
|Amortization of unearned compensation                                             |  |                            |  |                                        |       |                       |           |   |   |   |  |            |   |   |    |   |            |   |  
|Retirement of employee share awards                                               |  |                            |  |                                        |       |                       |           |   |   |   |  |            |   |   |    |   | (3,081     | ) |  
|Distributions declared on common shares, $2.01 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, 2000                                                        |  | 3,000,000                  |  |                                        | 3     |                       | 994,712   |   |   | 1 |  | 0          |   |   | 0  |   | 22,283,930 |   |  
|Shares issued for share options exercised                                         |  |                            |  |                                        | 7,826 |                       |           |   |   |   |  |            |   |   |    |   | 324,258    |   |  
|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 |  | 0          |   | $ | 0  |   | 22,753,913 |   | $
|                                                                                  |  |                            |  |                                        |       |                       |           |   |   |   |  |            |   |   |    |   |            |   |  

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

F-5

---



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

|                                                          |                                                                                   | Years Ended December 31,                        |                                                
|--------------------------------------------------------- | --------------------------------------------------------------------------------- | ----------------------------------------------- | -----------------------------------------------
|
|Cash flows from operating activities:                     |                                                                                   |                                                 |                                                
|Net income                                                |                                                                                   | $                                               | 27,997                                         
|                                                          | Adjustments to reconcile net income to net cash provided by operating activities: |                                                 |                                                
|                                                          |                                                                                   | Impairment of asset                             |                                                
|                                                          |                                                                                   | Extraordinary item-early extinguishment of debt |                                                
|                                                          |                                                                                   | Bad debts                                       |                                                
|                                                          |                                                                                   | Depreciation                                    |                                                
|                                                          |                                                                                   | Amortization of deferred financing costs        |                                                
|                                                          |                                                                                   | Other amortization                              |                                                
|                                                          |                                                                                   | Straight-line rents                             |                                                
|                                                          |                                                                                   | Incentive stock awards                          |                                                
|                                                          |                                                                                   | Interest on converted debentures                |                                                
|                                                          |                                                                                   | Equity in net (income) loss of affiliate        |                                                
|                                                          |                                                                                   | Gain on disposal of real estate                 |                                                
|                                                          |                                                                                   | 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                 |                                                                                   |                                                 | 73,229                                         
|                                                          |                                                                                   |                                                 |                                                
|Cash flows from investing activities:                     |                                                                                   |                                                 |                                                
|Change in restricted cash                                 |                                                                                   |                                                 | 24,268                                         
|Acquisition of real estate                                |                                                                                   |                                                 | (66,869                                        
|Construction in progress                                  |                                                                                   |                                                 | (110,670                                       
|Improvements and additions to properties                  |                                                                                   |                                                 | (17,598                                        
|Disposition of real estate                                |                                                                                   |                                                 | 80,961                                         
|Change in deposits on acquisitions                        |                                                                                   |                                                 | 789                                            
|Issuance of mortgage notes receivable                     |                                                                                   |                                                 | (1,269                                         
|Repayment of mortgage notes receivable                    |                                                                                   |                                                 | 15,599                                         
|Investment in and advances to affiliate                   |                                                                                   |                                                 | 1,411                                          
|Acquisition of CRS, net of cash received                  |                                                                                   |                                                 | 151                                            
|Receivables from affiliates and employees                 |                                                                                   |                                                 | 96                                             
|Additions to deferred expenses                            |                                                                                   |                                                 | (3,371                                         
|                                                          |                                                                                   |                                                 |                                                
|Net cash used in investing activities                     |                                                                                   |                                                 | (76,502                                        
|                                                          |                                                                                   |                                                 |                                                
|Cash flows from financing activities:                     |                                                                                   |                                                 |                                                
|Proceeds from sale of preferred shares                    |                                                                                   |                                                 |                                                
|Proceeds from sale of common shares                       |                                                                                   |                                                 | 7,825                                          
|Offering costs paid                                       |                                                                                   |                                                 |                                                
|Proceeds from issuance of unsecured bonds                 |                                                                                   |                                                 |                                                
|Proceeds from line of credit                              |                                                                                   |                                                 | 155,500                                        
|Repayment of line of credit                               |                                                                                   |                                                 | (100,333                                       
|Repayment of revenue bonds payable                        |                                                                                   |                                                 |                                                
|Proceeds from issuance of mortgage notes payable          |                                                                                   |                                                 |                                                
|Repayments of mortgage notes payable                      |                                                                                   |                                                 | (1,415                                         
|Repayments of notes payable Distributions                 |                                                                                   |                                                 | (57,513                                        
|Conversion of convertible subordinated debentures payable |                                                                                   |                                                 |                                                
|                                                          |                                                                                   |                                                 |                                                
|Net cash provided by financing activities                 |                                                                                   |                                                 | 4,064                                          
|                                                          |                                                                                   |                                                 |                                                
|Net change in cash and cash equivalents                   |                                                                                   |                                                 | 791                                            
|Cash and cash equivalents, beginning of year              |                                                                                   |                                                 | 1,060                                          
|                                                          |                                                                                   |                                                 |                                                
|Cash and cash equivalents, end of year                    |                                                                                   | $                                               | 1,851                                          
|                                                          |                                                                                   |                                                 |                                                

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

F-6

---



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/industrial properties in
the metropolitan Chicago area and operates as a real estate investment trust.

2. Consolidation of CenterPoint Realty Services (CRS)

Effective January 1, 2001, the Company acquired 100% of the common stock of CRS at book value. In connection with the acquisition, the CRS preferred stock
owned by the Company was cancelled. For the year ending December 31, 2001 and thereafter, the operations of CRS will be consolidated with the Company. During 2001, CRS elected to be treated as
a taxable REIT subsidiary, as permitted by the Tax Relief Extension Act of 1999.

3. Summary of Significant Accounting Policies



Minimum rents are recognized on a straight-line basis over the terms of the respective leases. Unbilled rents receivable represents 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, 2001 and 2000 were
$22,475 and $19,406, respectively. Recoveries from tenants for taxes, insurance and other property operating expenses are recognized in the period the applicable costs are incurred.

Real
estate fee income includes revenues recognized for consulting services provided by the Company, participation interest, merchant related transactions and $0 in 2001, $0 in 2000, and
$2,584 in 1999 of tenant lease termination fees. In 2001, participation interest charges by the Company to CRS are eliminated upon consolidation and are shown in gains on the sale of real estate.

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. Accounts receivable and prepaid expenses and other assets in the consolidated balance sheets are shown net of an allowance
for doubtful accounts of $1,617 and $505 as of December 31, 2001 and 2000, respectively.



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.

F-7

---



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 the Statements of Financial Accounting Standards No. 121
(FAS 121), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". The Company will recognize an impairment loss on real estate
assets under the following circumstances:





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. If the Company ceases pursuit of a property or the property cannot be purchased for other reasons the Company will write off capitalized preacquisition costs related to the
property.



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 classified as 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. Costs incurred for such items after the property is substantially complete

F-8

---

and ready for its intended use are charged to expense as incurred. At this time the project is placed in service, depreciated accordingly and reclassified into land and building.

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 not practicable or costs incurred benefit the project as a whole, capitalized costs are allocated as follows:



The Company classifies properties under contract for sale, or assets otherwise designated for sale by management 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, 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. This account is 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. The notes may bear interest but repayment of the notes is in all cases dependent

F-9

---

on the sufficiency of the increment raised during the repayment period. In the course of business for certain development projects, the Company has obtained TIFs from municipalities in order to
finance such improvements 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 and the deemed collectibility of the
underlying TIF.



The Company accounts for its investment in affiliates in which the Company does not have operational control or a majority interest using the equity method
whereby its cost of the investment is adjusted for its share of equity in net income or loss from the date of acquisition and reduced by distributions received.



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 in consolidation.



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 7. 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:



F-10

---





The Company qualified as a real estate investment trust ("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 2001 (95% in 2000 and 1999) 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.

CRS,
the Company's wholly owned subsidiary, 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.



Certain 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.



FAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" a replacement of FASB Statement No. 121. This statement
supercedes FASB Statement No. 121,Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Ofand APB No. 30,Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual or Infrequently Occurring Events and Transactions.This statement provides accounting and reporting standards for long-lived assets to be
disposed of by sale, including discontinued operations. Statement No. 144 requires that long-lived assets be measured at the lower of carrying amount or fair value less cost to
sell, whether reported in continuing operations or in discontinued operations. Therefore, discontinued operations will no longer be measured at net realizable value or include amounts for operating
losses that have not yet occurred.

This
statement 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

F-11

---

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. A component of an entity that is classified as held for sale or that has been disposed of is presented as a discontinued operation if the operations and cash flows of the
component will be (or have been) eliminated from the ongoing operations of the entity and the entity will not have any significant continuing involvement in the operations of the component. These
provisions are effective for financial statements issued for fiscal years beginning after December 15, 2001 and are applied prospectively. As individual properties will qualify as components
under the provisions of FAS No. 144, the Company expects the operations of all properties sold or classified as held for sale after December 31, 2001 to be shown as discontinued
operations. In addition, operations for such properties for all prior periods presented will be reclassified to discontinued operations.

4. Property Acquisitions and Dispositions

During each of the years ended December 31, 2001, 2000 and 1999, the Company acquired 16, 22 and 64 properties, respectively, consisting principally of
single-tenant buildings for an aggregate purchase price of approximately $69,899, $134,933 and $153,903, respectively. In 1999, 10 and 31 of the properties were acquired in two separate portfolios.
The properties were funded with borrowings under the Company's lines of credit, proceeds from properties sold during 2001, 2000, and 1999, proceeds of public offerings of the Company's common shares
completed in 2000, and proceeds of public offerings of the Company's preferred shares completed in 1999. 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 18 properties and 3 land parcels in 2001, 37 properties during 2000 and nine properties during 1999 for aggregate proceeds of approximately $80,961, $110,972 and
$52,196, respectively. In 2000, 19 of the properties were disposed of as a single portfolio.

Due
to the effect of securities offerings in November 2000 and June 1999 and the 1999, 2000 and 2001 acquisitions and dispositions of properties, the historical results are
not indicative of the future results of operations. The following unaudited pro forma information for the twelve months ended December 31, 2001 and 2000 is presented as if the 2000 and 2001
acquisitions and dispositions, the 2000 securities offering, and the corresponding repayment of certain debt had all occurred on January 1, 2000 (or the date the property first commenced
operations with a third party tenant, if later). The 1999 unaudited pro forma information is presented as if the 2000 and 1999 offerings, the corresponding repayment of certain debt, and the 2000 and
1999 acquisitions and dispositions had all occurred on January 1, 1999. The pro forma information is based upon historical information and does not purport to present what actual results would
have been had the offerings and related

F-12

---

transactions, in fact, occurred at the beginning of 2000 or 1999, or to project results for any future period.

Pro forma for the YearsEnded December 31, (Unaudited)2001

2000

1999Total revenues

$
159,773

$
140,408

$
128,441Total expenses


129,314


83,587


74,230Income before extraordinary item


30,459


56,821


54,211Provision for income tax


(1,139
)




Preferred dividends


(10,090
)

(10,105
)

(10,118
)Income available to common shareholders before extraordinary item

$
19,230

$
46,716

$
44,093Per share income available to common shareholders before extraordinary item:Basic

$
0.85

$
2.10

$
2.02Diluted

$
0.83

$
2.06

$
1.97Weighted average common shares outstandingbasic


22,598,613


22,248,575


21,815,701Weighted average common shares outstandingdiluted


23,172,257


22,694,808


22,359,873


5. Mortgage Notes Receivable

As of December 31, 2001, the Company had mortgage notes receivable outstanding of $7,561. The notes bear interest at rates ranging from 6.5% to 8.0% and
mature at dates ranging from January, 2002 to December, 2006. As of December 31, 2000, the Company had mortgage loans receivable outstanding of $3,927, bearing interest ranging from 6.5%
to 10.5% and maturing at dates ranging from December, 2006 to December, 2010. 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, 2001:

2002

$
1,9142003


1662004


1782005


1912006


195Thereafter


4,917Total

$
7,561


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

F-13

---

6. Investment in and Advances to Affiliates

As of January 1, 2001, the Company purchased all the remaining interest in CRS, which has made the election to be treated as a taxable REIT subsidiary.
Prior to 2001, the Company held approximately 99% of the economic interest in CenterPoint Realty Services Corporation ("CRS"). To maintain compliance with limitations on income from business
activities received by REITs and their qualified REIT subsidiaries, the Company held its interest in CRS in the form of non-voting equity ownership, which qualified as an unconsolidated
taxable subsidiary. Since its inception in 1995, CRS has been engaged in the development, purchase and sale of warehouse/industrial real estate, and has provided third party consulting services in
conjunction with other merchant activities.

Summarized
financial information of CRS as of December 31, 2000 and the years ended December 31, 2000 and 1999 (periods not consolidated) is shown below.

Balance Sheet:

December 31, 2000Assets:Land

$
10,560Buildings


26,497Construction in progress


22,66559,722Less accumulated depreciation


(702
)Real estate held for sale, net of depreciation


91859,938Other assets


2,705Investment in affiliate


8,832Notes receivable


3,322$
74,797Liabilities:Note payable to affiliateCenterPoint Properties Trust

$
60,534Participation interest due to CenterPoint Properties Trust


43Other liabilities


12,67273,249Stockholders' equity


1,548$
74,797


F-14

---

Statements of Operations:

Years Ended December 31,2000

1999Income:Property sales

$
84,022

$
80,064Rental income


5,595


5,070Equity in net income (loss) of affiliate


(451
)

233Interest income


663


1,554Other income


15089,979


86,921Expenses:Cost of property sales


78,456


65,374Participation interest


3,607


8,637Other expenses


3,120


2,085Depreciation and amortization


1,295


1,206Interest


5,704


5,94392,182


83,245Provision (benefit) for income taxes


(1,904
)

1,526Net income (loss)

$
(299
)
$
2,150


Participation
interest in 2000 excludes a $2,708 charge to CRS related to the sale of a property from CRS to the Company because that same charge was eliminated on the Company's income
statement.

CRS
owned ten warehouse/industrial properties, totaling 0.9 million square feet, as of December 31, 2000, which were in service and 57% occupied. CRS also had two
warehouse/industrial properties under construction as of December 31, 2000, and owned seven land parcels for future development as of December 31, 2000.

As
of December 31, 2000, the Company had an outstanding balance due from CRS of $60,534, under a series of demand loans with interest rates ranging from 8.125% to 10.125%. The
proceeds of the loans were required for development projects and acquisitions.

CRS
owns 25% of CenterPoint Joint 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 all 11% cumulative preferred distributions have been paid in accordance with the Venture agreement dated
December 29, 1999, incorporated by reference to the Company's Annual Report on Form 10K/A for the fiscal year ended December 31, 1999. All cash distributions are paid at the end
of each calendar quarter, to each member.

F-15

---

In
conjunction with the consolidation of CRS, the Company's investment in affiliate as of December 31, 2001 and equity in affiliate for the year ended December 31, 2001
include the Venture.

Summarized
financial information for the Venture is shown below:

Balance Sheet:

December 31, 2001Assets:Net investment in real estate

$
81,624Other assets


16,741$
98,365Liabilities:Lines of credit


60,275Other liabilities


8,70868,983Members' equity


29,382$
98,365


Statement of Operations:

Year Ended
December 31,
2001Rental revenue

$
13,792Operating expenses:Real estate taxes, property operating and leasing costs


3,584Depreciation and amortization


3,046Interest


3,3429,972Operating income


3,820Gain on disposal of assets


5,289Net income

$
9,109


The
Venture owned nine warehouse/industrial properties, totaling 1.9 million square feet (unaudited), as of December 31, 2001, which were 94.2% leased (unaudited). The
Venture also had three properties under construction.

In
2000, CRS paid an additional $1.8 million 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

F-16

---

Consolidated Statement of Operations for the twelve months ended December 31, 2001. Unamortized syndication fees of $1,307 are included in investments in affiliates in the Company's
Consolidated Balance Sheets as of December 31, 2001.

7. Developer Notes (Tax Increment Financing)

As of December 31, 2001, the Company has two developer notes outstanding; one for the 25 acre development underway at the Chicago International
Produce Market (CIPM), and one for the 2,000 acre CenterPoint Intermodal Center.

The
CIPM developer note, bearing tax exempt interest at 8.5% and terminating in 2022, is with the city of Chicago and will be serviced by the tax increment raised by the entire Pilson
District of Chicago (907 acres), which is a neighborhood being redeveloped and currently producing tax increment. The CIPM is in the Pilson District and represents 2.8% of the districts developable
land. The CIPM building is scheduled for completion in early 2002. It is 100% pre-sold and estimated to provide additional tax increment to the Pilson District starting in 2003.
Accordingly, the Company is confident in the collectibility of the CIPM TIF and has therefore recognized the developer notes as a separate asset with a corresponding reduction to the basis in the CIPM
development for the principal value of developer notes, $7,197 as of December 31, 2001. These notes are presented in prepaid expenses and other assets. Interest accrued on the notes is also
reflected in prepaid expenses and other assets and as interest income.

The
CenterPoint Intermodal Center developer notes, bearing tax exempt interest at 10.0% and terminating in 2023, are with the city of Elwood, Illinois and will be serviced solely by the
tax increment produced by CenterPoint's development. The Company believes the development has not advanced to the point where the ultimate collectibility of the developer notes is sufficient to
warrant recognition. This determination is based on the uncertainty of future tax assessments at the site and the lack of past history with this TIF district. Accordingly, CenterPoint has reserved for
the entire developer note and the related accrued interest. As of December 31, 2001, the principal balance of the CenterPoint Intermodal Center developer notes and corresponding reserves are
$76,963. Accrued interest receivable and the corresponding reserve are $7,439. Currently, the Company intends to account for the developer notes on a cash basis as a reduction to the cost basis of the
Joliet Arsenal development. As development activity continues and actual tax increments are being generated, the Company will reassess the need for a reserve against the developer notes and related
interest.

8. Deferred Expenses

Fully amortized deferred expenses of $3,753 and $619 were written off in 2001 and 2000, respectively. In connection with property dispositions, the Company also
wrote off unamortized deferred leasing and other costs of $1,386 and $1,768 in 2001 and 2000, respectively.

F-17

---

The
balances are as follows:

December 31,2001

2000Deferred financing costs, net of accumulated amortization of $5,009 and $4,379

$
4,635

$
8,047Deferred leasing and other costs, net of accumulated amortization of $4,891 and $4,067


9,950


11,226$
14,585

$
19,273


F-18

---

9. Long Term Debt

The long-term debt as of December 31, 2001 and 2000 consists of the following:

|                                       |  | Carrying Amount of Notes
December 31, |         |  |   |         |  |        |   |  
|-------------------------------------- |  | ------------------------------------- | ------- |  | - | ------- |  | ------ | - | -
|
|
|
|Mortgage Notes Payable and Other Debt: |  |                                       |         |  |   |         |  |        |   |  
|Designated pool of
18 properties       |  | $                                     | 50,000  |  | $ | 50,000  |  | 7.62%  |   | $
|7620 S. 10th Street
Oak Creek, WI      |  |                                       | 2,167   |  |   |         |  | 8.05%  |   |  
|11801 South Central
Alsip, IL          |  |                                       | 4,152   |  |   | 4,420   |  | 7.35%  |   |  
|16750 Vincennes
South Holland, IL      |  |                                       | 4,082   |  |   | 4,135   |  | 7.75%  |   |  
|5700 McDermit
Berkely, IL (c)          |  |                                       |         |  |   | 836     |  | 9.75%  |   |  
|440 N. Lake Street
Miller, IN (d)      |  |                                       |         |  |   | 21,348  |  | 6.195% |   |  
|Capitalized lease obligation           |  |                                       | 526     |  |   | 705     |  | 7.00%  |   |  
|                                       |  |                                       |         |  |   |         |  |        |   |  
|                                       |  |                                       | 60,927  |  |   | 81,444  |  |        |   |  
|                                       |  |                                       |         |  |   |         |  |        |   |  
|Senior Unsecured Debt:                 |  |                                       |         |  |   |         |  |        |   |  
|Bonds Payable1998                     |  |                                       | 100,000 |  |   | 100,000 |  | 6.75%  |   |  
|Bonds Payable1999                     |  |                                       | 100,000 |  |   | 100,000 |  | 7.142% |   |  
|Bonds Payable2000                     |  |                                       | 150,000 |  |   | 150,000 |  | 7.9%   |   |  
|                                       |  |                                       |         |  |   |         |  |        |   |  
|                                       |  |                                       | 350,000 |  |   | 350,000 |  |        |   |  
|                                       |  |                                       |         |  |   |         |  |        |   |  
|Tax Exempt Debt:                       |  |                                       |         |  |   |         |  |        |   |  
|City of Chicago Revenue Bonds          |  |                                       | 44,100  |  |   | 44,100  |  | (f     | ) |  
|Line of Credit:                        |  |                                       |         |  |   |         |  |        |   |  
|Revolving line of credit               |  |                                       | 131,500 |  |   | 72,200  |  | (g     | ) |  
|                                       |  |                                       |         |  |   |         |  |        |   |  
|Total long term debt                   |  | $                                     | 586,527 |  | $ | 547,744 |  |        |   |  
|                                       |  |                                       |         |  |   |         |  |        |   |  

---

F-19

---



In
conjunction with the purchase of the remaining interest in CRS, the Company assumed $4,133 in secured line of credit debt on January 1, 2001. This line was
subsequently paid off.

Also,
the Company's coverage ratios would have violated certain covenants to the Company's unsecured line of credit. For the fourth quarter of 2001, the Company received a waiver for its
debt covenants related to these coverage ratios. The waiver allowed the Company to exclude the non-cash charge for impairment of real estate held for sale that was incurred in the fourth
quarter. By excluding the impairment, these ratios were not violated.

As
of December 31, 2001 mortgage notes, other debt, senior unsecured debt, tax exempt debt and line of credit mature as follows:

2002

$
50,6292003


282,1782004


100,6362005


102,3022006


465Thereafter


50,317Total

$
586,527


Based on borrowing rates available to the Company at the end of 2001 and 2000 for mortgage loans with similar terms and maturities, the fair value of the fixed interest
rate mortgage notes payable was $421,403 compared to $410,927 carrying value.

Land,
buildings and equipment related to such mortgages with an aggregate net book value of approximately $114,565 at December 31, 2001 and $131,931 at December 31, 2000
have been pledged as collateral for the above debt.

F-20

---

10. Extraordinary Item

In 2001 and 1999, the Company incurred a loss of $1,616 (per sharebasic $0.07; diluted $0.07) and $582 (per sharebasic $0.03; diluted
$0.03), respectively, representing a write off of unamortized deferred financing costs as a result of early extinguishment of certain debt obligations.

11. Shareholders' Equity



In November, 2000, the Company completed a public offering of 1,500,000 common shares at $43.25 per share for net proceeds of $64.3 million. The proceeds
from this offering were used to pay down the Company's revolving line of credit. As of December 31, 2001 and 2000, the Company had outstanding shares of 22,753,913 and 22,283,930, respectively.



On November 10, 1997, the Company issued 3,000,000 shares of 8.48% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest
("Series A Preferred Shares") at a purchase price of $25 per share. Dividends on the Preferred Shares are cumulative from the date of issuance and payable quarterly commencing on
January 30, 1998. The payment of dividends and amounts upon liquidation will rank senior to the Common Shares and Series B Convertible Cumulative Redeemable Preferred Shares, which are
the only other shares of the Company outstanding. The Preferred Shares are not redeemable prior to October 30, 2002. On or after October 30, 2002 the Preferred Shares will be redeemable
for cash at the option of the Company, in whole or part, at the redemption price of $25 per share, plus dividends accrued and unpaid to the redemption date. The Preferred Shares are not convertible
into or exchangeable for any other property or securities of the Company.



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 follow the Series A Preferred Shares, but 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 1.1494 to 1. In 2000, 5,288 shares were converted into common shares upon the death of several preferred shareholders in accordance with the share agreement.

F-21

---



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

|              |                                                             | Years Ended December 31,                                                          |  
|------------- | ----------------------------------------------------------- | --------------------------------------------------------------------------------- | -
|
|              |                                                             |                                                                                   |  
|Numerators:   |                                                             |                                                                                   |  
|              | Income before extraordinary item                            |                                                                                   | $
|              |                                                             | Dividends on preferred shares                                                     |  
|              |                                                             |                                                                                   |  
|              |                                                             | Income available to common shareholders before extraordinary itemfor basic EPS   |  
|              |                                                             | Interest expense on dilutive convertible debenture conversions                    |  
|              |                                                             |                                                                                   |  
|              |                                                             | Income available to common shareholders before extraordinary itemfor diluted EPS |  
|              | Net income available to common shareholdersfor basic EPS   |                                                                                   |  
|              |                                                             | Interest expense on dilutive convertible debenture conversions                    |  
|              |                                                             |                                                                                   |  
|              | Net income available to common shareholdersfor diluted EPS |                                                                                   | $
|              |                                                             |                                                                                   |  
|Denominators: |                                                             |                                                                                   |  
|              | Weighted average common shares outstandingfor basic EPS    |                                                                                   |  
|              |                                                             | Effect of convertible debenture conversion                                        |  
|              |                                                             | Effect of dilutive securitiesoptions                                             |  
|              |                                                             |                                                                                   |  
|              | Weighted average common shares outstandingfor diluted EPS  |                                                                                   |  
|              |                                                             |                                                                                   |  

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 2001, 2000 and 1999 would be anti-dilutive. Also, the assumed conversion of the convertible subordinated debentures into common shares for
purposes of computing diluted EPS by adding interest expense for the debentures to the numerators and adding assumed share conversions to the denominators for 1999 would be anti-dilutive.

12. Stock Incentive Plans

As of December 31, 2001 the Company has reserved 573,560 common shares for future issuance under the 2000 Omnibus Employee Retention and Incentive Plan,
57,991 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.

F-22

---



On May 10, 2000, the Shareholders adopted the 2000 Omnibus Employee Retention and Incentive Plan (the "2000 Plan") to allow the Company to continue making
share-based awards as part of the Company's compensation. In accordance with the approved 2000 Plan, no other grants will be made under the 1993 Stock Option plan or the 1995 Restricted Stock
Incentive Plan. The number of shares issuable under the 2000 Plan was initially 1,200,000 in the form of options and appreciation rights, performance awards, and restricted shares or share
equivalents. The 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, 2003.

In
2001, 280,000 options were granted to trustees and officers of the Company, and 147,400 restricted shares were awarded to employees and officers, both from the 2000 Plan. 200,000
options were granted in July, 2000.

The
2000 Plan authorizes the Committee to grant options to purchase the Company's common shares in the form of incentive stock options ("ISO's") or other tax-qualified
options which may be subsequently authorized under the federal tax laws. The exercise price of the options may not be less than 100% of the fair market value of common shares at the time of issuance.
Second, the 2000 Plan authorizes the Committee to grant appreciation rights to key employees, which entitles the grantee to receive upon exercise the excess of (a) the fair market value of the
specified number of shares at the time of exercise over (b) a price specified by the Committee which may not be less than 100% of the fair market value of the common shares at the time of
grant. The term of the option shall be fixed by the Committee, but no option shall be exercisable more than 10 years after the date of grant.

Third,
the 2000 Plan authorizes the Committee to grant restricted shares of the Company's common shares. The restriction periods may vary at Committee's discretion, but may not be less
than one year.

Finally,
the 2000 Plan authorizes the Committee to grant performance awards to employees in the form of either grants of performance shares, representing one share of the Company's
common shares, or performance units, representing an amount established by the Committee at the time of the award. At the time the award is made, the Committee will establish superior and satisfactory
performance targets measuring the Company's performance over a set period. The actual awards will be determined by the Committee measured against these goals.



Under the terms of the 1995 Restricted Stock Incentive Plan, adopted in 1995, the Company initially reserved 150,000 common shares for future grants. On
March 8, 2000, certain employees were granted 76,609 restricted common shares. Shares were awarded in the name of each of the participants, who have all the rights of other common shareholders,
subject to certain restrictions and forfeiture provisions. Restrictions on the shares expire no more than eight years after the date of award, or earlier if certain performance targets are met. The
Shareholders adopted the 2000 Plan effective May 10, 2000, which succeeds the 1995 Restricted Stock Incentive Plan. No further grants will be made from this plan.

F-23

---

For
all restricted share awards from the restricted stock incentive 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. The amount amortized to expense during 2001,
2000, and 1999 was $1,019, $515 and $49, respectively.



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 2001, 2000, and 1999, 1,720, 2,640 and 3,058 Common Shares
were issued under this plan, respectively. In connection with the issuance of such shares, $80, $100 and $110 was charged to expense in 2001, 2000 and 1999, respectively.



In July, 1998, the Board of Trustees approved a shareholder protection plan (the "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
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.



Under the terms of the 1993 Stock Option Plan, the Compensation Committee of the Board of Trustees granted employees 215,803 options on March 8, 2000 and
independent directors 38,000 options on May 10, 2000. The 2000 Plan succeeds the 1993 Stock Option Plan. The Compensation Committee of the Board of Trustees granted 200,000 options under the
terms of the 2000 Plan on July 5, 2000. As mentioned above, 280,000 options were granted in 2001 under the 2000 Plan.

The
options from both the 1993 Stock Option 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

F-24

---

increments after one year from date of grant. Option activity for the three years ended December 31, 2001 is as follows:

|                                                                         |           | 2001      |          | 2000 |       | 1999 
|------------------------------------------------------------------------ | --------- | --------- | -------- | ---- | ----- | -----
|
|Outstanding at beginning of year                                         |           | 1,884,637 |          | $    | 31.01 |      
|                                                                         | Granted   |           | 280,000  |      |       | 45.97
|                                                                         | Exercised |           | (324,258 | )    |       | 24.25
|                                                                         | Expired   |           | (5,430   | )    |       | 32.84
|                                                                         |           |           |          |      |       |      
|Outstanding at end of year                                               |           | 1,834,949 |          | $    | 34.49 |      
|                                                                         |           |           |          |      |       |      
|Exercisable at end of year                                               |           | 449,688   |          |      |       |      
|Available for future grant at year end                                   |           | 573,560   |          |      |       |      
|Weighted average per share fair value of options granted during the year |           |           |          | $    | 7.20  |      

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:

2001

2000

1999Risk free interest rate

5.1%

6.4%

5.4%Dividend yield

4.22%

5.0%

5.5%Expected lives

6 years

6 years

6 yearsExpected volatility

18.3%

15.3%

18.9%


The
following table summarizes information about stock options at December 31, 2001:

Options Outstanding

Options ExercisableRange of
Exercise Price

Number
Outstanding
at 12/31/01

Weighted
Average
Remaining
Contractual
Life

Weighted
Average
Exercise
Price

Number
Exercisable
at 12/31/01

Weighted
Average
Exercise
Price$18.25-$24.88

238,812

3.3 years

$
19.83

160,794

$
19.46$29.63-$35.94

1,083,137

7.5 years

$
33.45

265,595

$
33.20$37.81-$41.00

233,000

9 years

$
40.55

23,300


40.55$45.90-$46.51

280,000

10 years

$
45.97







The
Company has applied Accounting Principles Board Opinion No. 25 and related interpretations in accounting for its Plan and the 2000 Plan, accordingly, no compensation costs
have been recognized. Had compensation costs for the Company's Plan been determined based on the fair value at the grant date for options granted in 2001, 2000 and 1999 in accordance with the method

F-25

---

required by Statement of Financial Accounting Standards No. 123, the Company's net income and net income per share would have been reduced to the pro forma amounts as follows:

Year ended December 31,
(in thousands, except per share data)2001

2000

1999Net income available to common shareholdersAs reported

$
17,907

$
44,581

$
40,442Pro forma

$
15,891

$
42,221

$
38,895Per share net income available to common shareholdersAs reportedBasic

$
0.79

$
2.13

$
1.99Diluted

$
0.77

$
2.09

$
1.96Pro formaBasic

$
0.70

$
2.02

$
1.91Diluted

$
0.69

$
1.97

$
1.89


13. 401K Savings Plan

CenterPoint Properties Trust Savings and Retirement Plan (the "Plan") was established to cover eligible employees of the Company. Under the 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, 2001, 2000, and 1999. Participants direct the investment of all contributions into various options offered by the Plan. The Company incurred expense of approximately $234,
$190, and $144 in each year respectively.

14. Impairment of Asset Held for Sale

At December 31, 2001, the Company has an office property held for sale. This property was the former headquarters of HALO Industries, Inc. (HALO)
and is located at 5800 Touhy Avenue in Niles, Illinois. The bankruptcy of HALO caused a reduction in the property value and on December 12, 2001 the Company announced its intention to sell the
property. Accordingly, 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 in accordance with
FAS 121. Prior to the Company's decision to sell the property, the Company estimated that future undiscounted cash flows were sufficient to recover the carrying value of the building. Net
income (property revenues less real estate taxes, property operating and leasing expenses, and depreciation and amortization) related to the property held for sale as of December 31, 2001 was
approximately $5.3 million and $1.7 million for the twelve months ended December 31, 2001 and 2000 respectively. There can be no assurance that such property held for sale will be
sold.

F-26

---

CenterPoint
has $3,676 outstanding in trade accounts receivable due from HALO. The Company has pursued 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.

As
of December 31, 2000, the Company had one residential property held for sale, Lake Shore Dunes Apartments. During the fourth quarter of 2000, the Company entered into a
contract to sell the property and the sale of the property was completed in January, 2001. Net income related to Lake Shore Dunes Apartments was approximately $0.1 million and
$0.1 million for the twelve months ended December 31, 2000 and 1999, respectively.

15. Income Taxes

In 2001, 2000 and 1999, because CenterPoint qualified as a REIT and distributed all of its taxable ordinary income, the differences between taxable income as
reported on CenterPoint's tax return (estimated 2001 and actual 200 and 1999) and consolidated net income are reported here as follows:

|                                                                                                           |                                                                         | 2001
Estimate |        | 2000
Actual |   | 1999
Actual |        
|---------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | ------------- | ------ | ----------- | - | ----------- | -------
|Net income available to common shareholders                                                                |                                                                         | $             | 27,997 |             | $ | 54,686      |        
|                                                                                                           | Less: (Net income)/loss of CRS, Taxable REIT Subsidiary,
included above |               |        | (1,759      | ) |             | 296    
|                                                                                                           |                                                                         |               |        |             |   |             |        
|Net income from REIT operations                                                                            |                                                                         |               | 26,238 |             |   | 54,982      |        
|                                                                                                           | Add: Impairment of asset held for sale                                  |               |        | 37,994      |   |             |        
|                                                                                                           | Less: Straight-line rent (not including CRS for 2001)                   |               |        | (4,368      | ) |             | (5,219 
|                                                                                                           | Add: Book depreciation and amortization                                 |               |        | 33,966      |   |             | 32,954 
|                                                                                                           | Less: Tax depreciation and amortization                                 |               |        | (23,450     | ) |             | (26,904
|                                                                                                           | Less: Book gains on sale of assets                                      |               |        | (24,994     | ) |             | (19,228
|                                                                                                           | Add: Tax gains on sale of assets                                        |               |        | 10,767      |   |             | 10,404 
|                                                                                                           | Add/(Less): Other book /tax differences, net                            |               |        | (940        | ) |             | 4,366  
|                                                                                                           |                                                                         |               |        |             |   |             |        
|Taxable income before adjustments                                                                          |                                                                         |               | 55,213 |             |   | 51,355      |        
|                                                                                                           | Less: Capital gains                                                     |               |        | (10,767     | ) |             | (10,404
|                                                                                                           |                                                                         |               |        |             |   |             |        
|Taxable ordinary income before adjustments subject to 90%, 95%
and 95% dividend requirements, respectively |                                                                         | $             | 44,446 |             | $ | 40,951      |        
|                                                                                                           |                                                                         |               |        |             |   |             |        

F-27

---

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

2001

2000

1999Ordinary income

$
1.6233

77.3
%
$
1.4822

73.7
%
$
1.5012

79.0
%Return of capital







0.0434

2.2
%

0.3988

21.0
%Capital gains


0.30723

14.6
%

0.2513

12.5
%Unrecaptured Section 1250 gains


0.16947

8.1
%

0.2331

11.6
%



$
2.10

100
%
$
2.01

100
%
$
1.90

100
%


Due
to the consolidation of CRS, the Company has recorded a provision for income taxes in 2001 as a separate line item in the statement of operations. Prior to 2001 this provision was
reflected in equity in income from affiliate. The components of income tax expense are as follows:

Twelve Months Ended
December 31, 2001Current:Federal


426State


99Deferred:Federal


499State


115$
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, 2001:

Fixed assets

$
295Intangible assets


207Investment in partnerships


(1,064
)Accrued expenses


58Prepaid rents


64Straight-line rent


(123
)Disallowed interest


1,391Net deferred tax asset/(liability)

$
828


F-28

---

The
income tax expense reflected in the consolidated statement of operations differs from the amounts computed by applying the Federal statutory rate of 34% to income before taxes and
extraordinary items as follows:

Twelve Months Ended
December 31, 2001Tax provision at federal rate

$
985State taxes, net of federal benefit


140Other


14$
1,139


16. Future Rental Revenues

Under existing noncancelable operating lease agreements as of December 31, 2001, tenants of the warehouse/industrial properties are committed to pay in
aggregate the following minimum rentals:

2002

$
92,0222003


76,2992004


66,3322005


55,5252006


42,788Thereafter


120,452Total

$
453,418


At
December 31, 2000, 632 of the total 682 apartments available for rental at the Lakeshore Dunes property were leased. Lease terms are generally for one year. The Company sold
this property in January of 2001.

F-29

---

17. Supplemental Information to Statements of Cash Flows

|                                                                                                                                                                          |  | Year Ended December 31, |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | -------
|
|Supplemental disclosure of cash flow information:
Interest paid, net of interest capitalized                                                                              |  | $                       | 31,190 
|Interest capitalized                                                                                                                                                      |  |                         | 7,154  
|Dividends declared, not paid                                                                                                                                              |  |                         | 1,060  
|In conjunction with the property acquisitions, the Company assumed the following assets and liabilities:                                                                  |  |                         |        
|Purchase of real estate                                                                                                                                                   |  | $                       | (69,899
|Liabilities, net of other assets                                                                                                                                          |  |                         | 800    
|Mortgage notes payable                                                                                                                                                    |  |                         | 2,230  
|                                                                                                                                                                          |  |                         |        
|Acquisition of real estate                                                                                                                                                |  | $                       | (66,869
|                                                                                                                                                                          |  |                         |        
|In conjunction with the property dispositions, the Company disposed of the following assets and liabilities:                                                              |  |                         |        
|Sale of real estate                                                                                                                                                       |  | $                       | 122,672
|Mortgage notes payable assumed by buyers                                                                                                                                  |  |                         | (21,332
|Mortgage financing provided to buyers                                                                                                                                     |  |                         | (14,642
|Liabilities, net of other assets                                                                                                                                          |  |                         | (5,737 
|                                                                                                                                                                          |  |                         |        
|Proceeds on disposition of real estate                                                                                                                                    |  | $                       | 80,961 
|                                                                                                                                                                          |  |                         |        
|Conversion of convertible subordinated debentures payable:                                                                                                                |  |                         |        
|Convertible subordinated dentures converted                                                                                                                               |  |                         |        
|Common shares issued at $18.25 per share;
0, 0, and 441,513                                                                                                               |  |                         |        
|                                                                                                                                                                          |  |                         |        
|Cash disbursed for fractional shares                                                                                                                                      |  |                         |        
|                                                                                                                                                                          |  |                         |        
|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                                                                                                                                                  |  |                         | 702    
|Mortgage notes receivable                                                                                                                                                 |  |                         | (3,322 
|Investment in CenterPoint Venture, LLC                                                                                                                                    |  |                         | (8,832 
|Construction line of credit                                                                                                                                               |  |                         | 4,133  
|Notes payable to affiliateCenterPoint                                                                                                                                    |  |                         | 60,630 
|Investment in affiliate                                                                                                                                                   |  |                         | 1,533  
|Liabilities, net of other assets                                                                                                                                          |  |                         | 5,946  
|                                                                                                                                                                          |  |                         |        
|Acquisition of CRS, net of cash received                                                                                                                                  |  | $                       | 151    
|                                                                                                                                                                          |  |                         |        

Certain items, including the investment in affiliate and note payable, are eliminated upon consolidation in the Company's financial statements.

18. Related Party Transactions

Since 2001, the Company has been negotiating the securitization of the Burlington Northern Santa Fe land lease for a portion of CenterPoint Intermodal Center
using Legg Mason Wood Walker, Inc., an investment banking firm that employs Thomas Robinson, a trustee of the Company, in a different group within Legg Mason than the one the Company is dealing with.
The Company believes this relationship does not compromise the trustee's independence.

F-30

---

The
Company purchased a warehouse/industrial property and assumed related debt with LaSalle National Bank totaling $2.2 million. Norman Bobins, a Company trustee, is an executive
of LaSalle Bank and ABN AMRO North America, Inc., the parent Company of LaSalle Bank. The Company believes this relationship does not compromise the trustee's independence.

The
Company earned fees from the Venture totaling $0.8 million and $0.8 million for acquisitions, administrative services and for property management services for the years
ended December 31, 2001 and 2000, respectively. At December 31, 2001 and 2000, the Company had $0.2 million and $0.4 million receivable for these fees.

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 $200 thousand, of which $41 thousand was
deferred due to its 25% ownership.

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 their pro rata portion of the Venture's gain in the calculation of the Company's equity in income from the Venture.

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, Inc., 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 ($3,676).

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, 2001, three 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 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. The partnership is owned 51% by CenterPoint and 49% by Ford Land. The park will occupy a 155-acre 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 has already begun and construction of 5 buildings, or 1.7 million square feet,
will begin this spring and continue through the third quarter of 2003.

F-31

---

21. Quarterly Financial Highlights (Unaudited)

The following table reflects the results of operations for the Company during the four quarters of 2001 and 2000 (dollars in thousands, except unit and per share
data).

|                                                                                 |         | Quarter ended |       
|-------------------------------------------------------------------------------- | ------- | ------------- | ------
|
|Total revenues                                                                   |         | $             | 40,973
|Income before extraordinary item                                                 |         |               | 15,647
|Net income available to common shareholders                                      |         |               | 11,508
|Net income available to common shareholders per share before extraordinary item: |         |               |       
|                                                                                 | Basic   |               |       
|                                                                                 | Diluted |               |       
|Net income available to common shareholders per share:                           |         |               |       
|                                                                                 | Basic   |               |       
|                                                                                 | Diluted |               |       
|Per share distributions                                                          |         |               | 0.5250

|                                                                                 |         | Quarter ended
|-------------------------------------------------------------------------------- | ------- | -------------
|
|Total revenues                                                                   |         | $            
|Income before extraordinary item                                                 |         |              
|Net income available to common shareholders                                      |         |              
|Net income available to common shareholders per share before extraordinary item: |         |              
|                                                                                 | Basic   |              
|                                                                                 | Diluted |              
|Net income available to common shareholders per share:                           |         |              
|                                                                                 | Basic   |              
|                                                                                 | Diluted |              
|Per share distributions                                                          |         |              

F-32

---



REPORT OF INDEPENDENT ACCOUNTANTS  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 February 11, 2002 appearing in this Annual Report on Form 10-K also included
an audit of the financial statement schedules listed in Item 14(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.



Chicago,
Illinois
February 11, 2002

F-33

---



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, 2001: |                                 |                   |   |                             |  |            |       |               |   |               
|                                  | Allowance for doubtful accounts |                   | $ | 505                         |  | $          | 1,439 |               | $ |              
|                                  |                                 |                   |   |                             |  |            |       |               |   |               
|For year ended December 31, 2000: |                                 |                   |   |                             |  |            |       |               |   |               
|                                  | Allowance for doubtful accounts |                   | $ | 731                         |  | $          | 430   |               | $ |              
|                                  |                                 |                   |   |                             |  |            |       |               |   |               
|For year ended December 31, 1999: |                                 |                   |   |                             |  |            |       |               |   |               
|                                  | Allowance for doubtful accounts |                   | $ | 575                         |  | $          | 659   |               | $ |              
|                                  |                                 |                   |   |                             |  |            |       |               |   |               

---

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

F-34

---

SCHEDULE III

CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2001

|                                              |  |          |   |   |       |  |   | 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 W. 151st Street
East Chicago, IN          |  |          |   | $ | 252   |  | $ | 1,805                                       |  | $                                                 | 33  |  | $ | 5,675  |  | $ | 1,155 |  | $ | 285                                                                 | 
|201 Mississippi Street
Gary, IN               |  | 50,000(g | ) |   | 807   |  |   | 9,948                                       |  |                                                   | 278 |  |   | 23,793 |  |   |       |  |   | 1,085                                                               | 
|1201 Lunt Avenue
Elk Grove Village, IL        |  | (g       | ) |   | 57    |  |   | 146                                         |  |                                                   | 1   |  |   | 7      |  |   |       |  |   | 58                                                                  | 
|620 Butterfield Road
Mundelein, IL            |  |          |   |   | 335   |  |   | 1,974                                       |  |                                                   | 61  |  |   | 381    |  |   |       |  |   | 396                                                                 | 
|1319 Marquette Drive
Romeoville, IL           |  | (g       | ) |   | 948   |  |   | 2,530                                       |  |                                                   |     |  |   | 274    |  |   |       |  |   | 948                                                                 | 
|900 E. 103rd Street
Chicago, IL               |  |          |   |   | 2,226 |  |   | 10,693                                      |  |                                                   |     |  |   | 8,459  |  |   |       |  |   | 2,226                                                               | 
|1520 Pratt Avenue
Elk Grove Village, IL       |  | (g       | ) |   | 498   |  |   | 1,558                                       |  |                                                   |     |  |   | 12     |  |   |       |  |   | 498                                                                 | 
|1850 Greenleaf
Elk Grove Village, IL          |  |          |   |   | 509   |  |   | 1,386                                       |  |                                                   |     |  |   | 383    |  |   |       |  |   | 509                                                                 | 
|2743 Armstrong Court
Des Plaines, IL          |  |          |   |   | 1,320 |  |   | 2,679                                       |  |                                                   |     |  |   | 297    |  |   |       |  |   | 1,320                                                               | 
|5990 Touhy Avenue
Niles, IL                   |  |          |   |   | 2,047 |  |   | 8,509                                       |  |                                                   |     |  |   | 1,471  |  |   |       |  |   | 2,047                                                               | 
|1400 Busse Road
Elk Grove Village, IL         |  |          |   |   | 439   |  |   | 5,719                                       |  |                                                   |     |  |   | 396    |  |   |       |  |   | 439                                                                 | 
|1250 Carolina Drive
West Chicago, IL          |  |          |   |   | 583   |  |   | 3,836                                       |  |                                                   |     |  |   | 266    |  |   |       |  |   | 583                                                                 | 
|5619 W. 115th Street
Alsip, IL                |  | (g       | ) |   | 2,267 |  |   | 12,169                                      |  |                                                   |     |  |   | 1,916  |  |   |       |  |   | 2,267                                                               | 
|825 Tollgate Road
Elgin, IL                   |  | (g       | ) |   | 712   |  |   | 3,584                                       |  |                                                   |     |  |   | 120    |  |   |       |  |   | 712                                                                 | 
|720 Frontenac
Naperville, IL                  |  |          |   |   | 1,014 |  |   | 4,055                                       |  |                                                   | 22  |  |   | 255    |  |   |       |  |   | 1,036                                                               | 
|820 Frontenac
Naperville, IL                  |  |          |   |   | 906   |  |   | 3,626                                       |  |                                                   |     |  |   | 184    |  |   |       |  |   | 906                                                                 | 
|1120 Frontenac
Naperville, IL                 |  |          |   |   | 791   |  |   | 3,164                                       |  |                                                   | 23  |  |   | 743    |  |   |       |  |   | 814                                                                 | 
|1510 Frontenac
Naperville, IL                 |  |          |   |   | 621   |  |   | 2,485                                       |  |                                                   | 16  |  |   | 95     |  |   |       |  |   | 637                                                                 | 
|1020 Frontenac
Naperville, IL                 |  |          |   |   | 591   |  |   | 2,363                                       |  |                                                   | 11  |  |   | 497    |  |   |       |  |   | 602                                                                 | 
|1560 Frontenac
Naperville, IL                 |  |          |   |   | 508   |  |   | 2,034                                       |  |                                                   | 12  |  |   | 204    |  |   |       |  |   | 520                                                                 | 
|920 Frontenac
Naperville, IL                  |  |          |   |   | 717   |  |   | 2,367                                       |  |                                                   |     |  |   | 616    |  |   |       |  |   | 717                                                                 | 
|1 Wildlife Way
Long Grove, IL                 |  |          |   |   | 530   |  |   | 2,122                                       |  |                                                   |     |  |   | 145    |  |   |       |  |   | 530                                                                 | 
|900 W. University Drive
Arlington Heights, IL |  | (g       | ) |   | 817   |  |   | 3,268                                       |  |                                                   | 17  |  |   | 96     |  |   |       |  |   | 834                                                                 | 
|745 Birginal Drive
Bensenville, IL            |  |          |   |   | 601   |  |   | 2,406                                       |  |                                                   | 1   |  |   | 498    |  |   |       |  |   | 602                                                                 | 

F-35

---

|                                                 |  |    |   |       |  |        |  | Costs Capitalized
Subsequent to Acquisition |   | Gross Amounts at Which
Carried at Close of Period |   |     |  |       |  |        |  |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed |  
|------------------------------------------------ |  | -- | - | ----- |  | ------ |  | ------------------------------------------- | - | ------------------------------------------------- | - | --- |  | ----- |  | ------ |  | ------ |  | ------------------------------------------------------------------- | -
|
|
|21399 Torrence Avenue
Sauk Village, IL           |  |    |   | 1,550 |  | 6,199  |  | 565                                         |   | 707                                               |   |     |  | 2,115 |  | 6,906  |  | 9,021  |  | (1,617                                                              | )
|2600 N. Elmhurst Road
Elk Grove Village, IL.     |  |    |   | 842   |  | 3,366  |  | 1                                           |   | 46                                                |   |     |  | 843   |  | 3,412  |  | 4,255  |  | (734                                                                | )
|8901 W. 102nd Street
Pleasant Prarie, WI         |  | (g | ) | 900   |  | 3,608  |  |                                             |   | 51                                                |   |     |  | 900   |  | 3,659  |  | 4,559  |  | (833                                                                | )
|8200 100th Street
Pleasant Prarie, WI            |  | (g | ) | 1,220 |  | 4,890  |  |                                             |   | 37                                                |   |     |  | 1,220 |  | 4,927  |  | 6,147  |  | (1,128                                                              | )
|825-845 Hawthorne
West Chicago, IL               |  |    |   | 721   |  | 2,884  |  | 23                                          |   | 1,130                                             |   |     |  | 744   |  | 4,014  |  | 4,758  |  | (746                                                                | )
|10601 Seymour Avenue
Franklin Park, IL           |  |    |   | 2,020 |  | 8,081  |  | 184                                         |   | 13,416                                            |   |     |  | 2,204 |  | 21,497 |  | 23,701 |  | (3,115                                                              | )
|11701 South Central
Alsip, IL                    |  |    |   | 1,241 |  | 4,964  |  | 22                                          |   | 1,440                                             |   |     |  | 1,263 |  | 6,404  |  | 7,667  |  | (1,170                                                              | )
|11601 South Central
Alsip, IL                    |  |    |   | 1,071 |  | 4,285  |  | 53                                          |   | 1,373                                             |   |     |  | 1,124 |  | 5,658  |  | 6,782  |  | (1,006                                                              | )
|850 Arthur Avenue
Elk Grove Village, IL          |  |    |   | 270   |  | 1,081  |  | 2                                           |   | 332                                               |   |     |  | 272   |  | 1,413  |  | 1,685  |  | (271                                                                | )
|1827 North Bendix Drive
South Bend, IN           |  | (g | ) | 1,010 |  | 4,040  |  | 24                                          |   | 185                                               |   |     |  | 1,034 |  | 4,225  |  | 5,259  |  | (810                                                                | )
|4400 S. Kolmar
Chicago, IL                       |  | (g | ) | 603   |  | 2,412  |  | 9                                           |   | 497                                               |   |     |  | 612   |  | 2,909  |  | 3,521  |  | (501                                                                | )
|6600 River Road
Hodgkins, IL                     |  |    |   | 2,640 |  | 10,562 |  | 47                                          |   | 928                                               |   |     |  | 2,687 |  | 11,490 |  | 14,177 |  | (2,025                                                              | )
|7501 N. 81st Street
Milwaukee, WI                |  |    |   | 1,018 |  | 4,073  |  | 19                                          |   | 83                                                |   |     |  | 1,037 |  | 4,156  |  | 5,193  |  | (741                                                                | )
|1100 Chase Avenue
Elk Grove Village, IL          |  | (g | ) | 248   |  | 993    |  | 7                                           |   | 246                                               |   |     |  | 255   |  | 1,239  |  | 1,494  |  | (231                                                                | )
|2553 N. Edgington
Franklin Park, IL              |  |    |   | 1,870 |  | 7,481  |  | 67                                          |   | 2,121                                             |   |     |  | 1,937 |  | 9,602  |  | 11,539 |  | (1,539                                                              | )
|875 Fargo Avenue
Elk Grove Village, IL           |  |    |   | 572   |  | 2,284  |  | 14                                          |   | 1,078                                             |   |     |  | 586   |  | 3,362  |  | 3,948  |  | (564                                                                | )
|1800 Bruning Drive
Itasca, IL                    |  |    |   | 1,999 |  | 7,995  |  | (1,193                                      | ) | (7,995                                            | ) |     |  | 806   |  |        |  | 806    |  |                                                                     |  
|1501 Pratt
Elk Grove Village, IL                 |  |    |   | 1,047 |  | 4,189  |  | 72                                          |   | 566                                               |   |     |  | 1,119 |  | 4,755  |  | 5,874  |  | (821                                                                | )
|400 N. Wolf Road
Northlake, IL                   |  |    |   | 4,504 |  | 18,017 |  | (996                                        | ) | 11,598                                            |   |     |  | 3,508 |  | 29,615 |  | 33,123 |  | (4,494                                                              | )
|425 S. 37th Avenue
St. Charles, IL               |  |    |   | 644   |  | 2,575  |  | 7                                           |   | 260                                               |   |     |  | 651   |  | 2,835  |  | 3,486  |  | (465                                                                | )
|Lot 51-Naperville Business Center
Naperville, IL |  |    |   | 210   |  |        |  |                                             |   | 16                                                |   |     |  | 210   |  | 16     |  | 226    |  | (3                                                                  | )
|3145 Central Avenue
Waukeegan, IL                |  |    |   | 1,270 |  | 5,080  |  | 20                                          |   | 1,925                                             |   |     |  | 1,290 |  | 7,005  |  | 8,295  |  | (1,064                                                              | )
|2003-2207 South 114th Street
West Allis, WI      |  |    |   | 942   |  | 3,770  |  | 7                                           |   | 225                                               |   |     |  | 949   |  | 3,995  |  | 4,944  |  | (588                                                                | )
|2801 S. Busse Road
Elk Grove Village, IL         |  | (g | ) | 1,875 |  | 7,556  |  | 12                                          |   | 598                                               |   | 107 |  | 1,887 |  | 8,261  |  | 10,148 |  | (1,242                                                              | )

F-36

---

|                                               |  |    |   |       |  |        |  | Costs Capitalized
Subsequent to Acquisition |   | Gross Amounts at Which
Carried at Close of Period |  |     |  |       |  |        |  |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed |  
|---------------------------------------------- |  | -- | - | ----- |  | ------ |  | ------------------------------------------- | - | ------------------------------------------------- |  | --- |  | ----- |  | ------ |  | ------ |  | ------------------------------------------------------------------- | -
|
|
|7447 South Central Avenue
Bedford Park, IL     |  | (g | ) | 437   |  | 1,748  |  | 8                                           |   | 124                                               |  |     |  | 445   |  | 1,872  |  | 2,317  |  | (270                                                                | )
|7525 S. Sayre Avenue
Bedford Park, IL          |  |    |   | 587   |  | 2,345  |  | 5                                           |   | 635                                               |  |     |  | 592   |  | 2,980  |  | 3,572  |  | (398                                                                | )
|1 Allsteel Drive
Aurora, IL                    |  |    |   | 2,458 |  | 9,832  |  | (252                                        | ) | 8,885                                             |  |     |  | 2,206 |  | 18,717 |  | 20,923 |  | (2,536                                                              | )
|2525 Busse Highway
Elk Grove Village, IL       |  |    |   | 5,400 |  | 12,601 |  | (727                                        | ) | 8,968                                             |  |     |  | 4,673 |  | 21,569 |  | 26,242 |  | (2,896                                                              | )
|106th and Buffalo Avenue
Chicago, IL           |  |    |   | 248   |  | 992    |  | 9                                           |   | 634                                               |  |     |  | 257   |  | 1,626  |  | 1,883  |  | (297                                                                | )
|2701 S. Busse Road
Elk Grove Village, IL       |  | (g | ) | 1,875 |  | 5,667  |  | 4                                           |   | 1,662                                             |  | 255 |  | 1,879 |  | 7,584  |  | 9,463  |  | (942                                                                | )
|East Avenue and 55th Street
McCook, IL         |  |    |   | 1,190 |  | 4,761  |  | 74                                          |   | 2,094                                             |  |     |  | 1,264 |  | 6,855  |  | 8,119  |  | (1,034                                                              | )
|6757 S. Sayre
Bedford Park, IL                 |  |    |   | 1,236 |  | 4,945  |  | 7                                           |   | 155                                               |  |     |  | 1,243 |  | 5,100  |  | 6,343  |  | (683                                                                | )
|1951 Landmeir Road
Elk Grove Village, IL       |  |    |   | 280   |  | 1,120  |  | 12                                          |   | 71                                                |  |     |  | 292   |  | 1,191  |  | 1,483  |  | (158                                                                | )
|1355 Enterprise Drive
Romeoville, IL           |  |    |   | 580   |  | 2,320  |  | 8                                           |   | 518                                               |  |     |  | 588   |  | 2,838  |  | 3,426  |  | (391                                                                | )
|1475 S. 101st Street
West Allis, WI            |  |    |   | 331   |  | 1,323  |  | 1                                           |   | 85                                                |  |     |  | 332   |  | 1,408  |  | 1,740  |  | (176                                                                | )
|1333 Grandview Drive
Yorkville, WI             |  |    |   | 1,516 |  | 6,062  |  | 5                                           |   | 21                                                |  |     |  | 1,521 |  | 6,083  |  | 7,604  |  | (772                                                                | )
|2301 Route 30
Plainfield, IL                   |  |    |   | 1,217 |  | 4,868  |  | (15                                         | ) | 2,335                                             |  |     |  | 1,202 |  | 7,203  |  | 8,405  |  | (825                                                                | )
|1796 Sherwin Avenue
Des Plaines, IL            |  | (g | ) | 944   |  | 3,778  |  | 12                                          |   | 1,043                                             |  |     |  | 956   |  | 4,821  |  | 5,777  |  | (635                                                                | )
|2727 W. Diehl Road
Naperville, IL              |  |    |   | 3,071 |  | 14,232 |  | 5                                           |   | 398                                               |  |     |  | 3,076 |  | 14,630 |  | 17,706 |  | (1,855                                                              | )
|O'hare Express CenterA2
Elk Grove Village, IL |  |    |   | 1,097 |  | 7,060  |  |                                             |   | 303                                               |  | 110 |  | 1,097 |  | 7,473  |  | 8,570  |  | (1,096                                                              | )
|O'hare Express CenterB1
Elk Grove Village, IL |  |    |   | 1,682 |  | 10,500 |  |                                             |   | 1,084                                             |  | 96  |  | 1,682 |  | 11,680 |  | 13,362 |  | (1,759                                                              | )
|O'hare ExpressB2
Elk Grove Village, IL        |  |    |   | 1,618 |  | 6,287  |  |                                             |   | 5,198                                             |  | 328 |  | 1,618 |  | 11,813 |  | 13,431 |  | (1,317                                                              | )
|O'hare ExpressC
Elk Grove Village, IL         |  |    |   | 2,603 |  | 12,117 |  |                                             |   | 165                                               |  | 50  |  | 2,603 |  | 12,332 |  | 14,935 |  | (819                                                                | )
|2021 Lunt Avenue
Elk Grove, IL                 |  |    |   | 464   |  | 1,855  |  | 8                                           |   | 156                                               |  |     |  | 472   |  | 2,011  |  | 2,483  |  | (247                                                                | )
|200 Champion Dr.
North Lake, IL                |  |    |   | 467   |  | 5,645  |  |                                             |   | 0                                                 |  | 87  |  | 467   |  | 5,732  |  | 6,199  |  | (732                                                                | )
|2001 S. Mt. Prospect Road
Des Plaines, IL      |  |    |   | 980   |  | 4,223  |  | 1                                           |   | 831                                               |  |     |  | 981   |  | 5,054  |  | 6,035  |  | (539                                                                | )
|745 Dillon Drive
Wood Dale, IL                 |  |    |   | 645   |  | 2,820  |  |                                             |   | 45                                                |  |     |  | 645   |  | 2,865  |  | 3,510  |  | (308                                                                | )
|1030 Fabyan Parkway
Batavia, IL                |  |    |   | 1,206 |  | 5,144  |  |                                             |   | 60                                                |  |     |  | 1,206 |  | 5,204  |  | 6,410  |  | (592                                                                | )

F-37

---

|                                          |  |       |   |       |  |       |  | 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 Ironwood Drive
Franklin, WI          |  |       |   | 419   |  | 3,415 |  | 11                                          |   | 53                                                |  |     |  | 430   |  | 3,468  |  | 3,898  |  | (401                                                                | )
|2601 Bond Street
University Park, IL      |  |       |   | 380   |  | 1,527 |  | 8                                           |   | 60                                                |  |     |  | 388   |  | 1,587  |  | 1,975  |  | (177                                                                | )
|201 Oakton
Des Plaines, IL                |  | (g    | ) | 838   |  | 3,351 |  | 8                                           |   | 1,954                                             |  |     |  | 846   |  | 5,305  |  | 6,151  |  | (535                                                                | )
|3601 Runge Avenue
Franklin Park, IL       |  |       |   | 541   |  | 2,180 |  | 3                                           |   | 153                                               |  |     |  | 544   |  | 2,333  |  | 2,877  |  | (252                                                                | )
|3400 N. Powell
Franklin Park, IL          |  | (g    | ) | 812   |  | 3,277 |  | 3                                           |   | 41                                                |  |     |  | 815   |  | 3,318  |  | 4,133  |  | (368                                                                | )
|11440 West Addison
Franklin Park, IL      |  |       |   | 540   |  | 2,200 |  | 3                                           |   | 147                                               |  |     |  | 543   |  | 2,347  |  | 2,890  |  | (259                                                                | )
|3434 N. Powell
Franklin Park, IL          |  |       |   | 429   |  | 1,723 |  | 3                                           |   | 186                                               |  |     |  | 432   |  | 1,909  |  | 2,341  |  | (212                                                                | )
|7633 S. Sayre
Bedford Park                |  |       |   | 167   |  | 700   |  | 4                                           |   | 64                                                |  |     |  | 171   |  | 764    |  | 935    |  | (81                                                                 | )
|1999 N. Ruby
Franklin Park, IL            |  |       |   | 402   |  | 1,615 |  | 3                                           |   | 284                                               |  |     |  | 405   |  | 1,899  |  | 2,304  |  | (200                                                                | )
|11550 W. King Drive
Franklin Park, IL     |  |       |   | 320   |  | 1,303 |  | 3                                           |   | 98                                                |  |     |  | 323   |  | 1,401  |  | 1,724  |  | (153                                                                | )
|7201 S. Leamington
Bedford Park, IL       |  |       |   | 340   |  | 1,697 |  | (4                                          | ) | 239                                               |  |     |  | 336   |  | 1,936  |  | 2,272  |  | (194                                                                | )
|1575 Executive Drive
Elgin, IL            |  |       |   | 240   |  | 964   |  | 3                                           |   | 33                                                |  |     |  | 243   |  | 997    |  | 1,240  |  | (110                                                                | )
|7200 S. Mason
Bedford Park, IL            |  |       |   | 1,037 |  | 4,286 |  | 3                                           |   | 68                                                |  |     |  | 1,040 |  | 4,354  |  | 5,394  |  | (482                                                                | )
|6000 W. 73rd
Bedford Park, IL             |  |       |   | 794   |  | 3,190 |  | 16                                          |   | 112                                               |  |     |  | 810   |  | 3,302  |  | 4,112  |  | (363                                                                | )
|28160 N. Keith
Lake Forest, IL            |  |       |   | 616   |  | 2,496 |  | 3                                           |   | 52                                                |  |     |  | 619   |  | 2,548  |  | 3,167  |  | (282                                                                | )
|28618 N. Ballard
Lake Forest, IL          |  |       |   | 469   |  | 1,943 |  | 3                                           |   | 40                                                |  |     |  | 472   |  | 1,983  |  | 2,455  |  | (220                                                                | )
|11400 W. Melrose Street
Franklin Park, IL |  |       |   | 168   |  | 43    |  | 3                                           |   | 11                                                |  |     |  | 171   |  | 54     |  | 225    |  | (31                                                                 | )
|11801 S. Central
Alsip, IL                |  | 4,152 |   | 1,592 |  | 6,367 |  | 2                                           |   | 332                                               |  |     |  | 1,594 |  | 6,699  |  | 8,293  |  | (712                                                                | )
|1808 Swift Dr.
Oak Brook, IL              |  |       |   | 475   |  | 2,620 |  | 675                                         |   | 12,940                                            |  |     |  | 1,150 |  | 15,560 |  | 16,710 |  | (1,308                                                              | )
|5611 W. Mill Road
Milwaukee, WI           |  |       |   | 218   |  | 925   |  |                                             |   | 23                                                |  |     |  | 218   |  | 948    |  | 1,166  |  | (88                                                                 | )
|100 W. Whitehall
Northlake, IL            |  |       |   | 578   |  | 7,791 |  |                                             |   | 149                                               |  | 185 |  | 578   |  | 8,125  |  | 8,703  |  | (697                                                                | )
|101 45th Street
Munster, IN               |  |       |   | 1,925 |  | 7,700 |  | 1                                           |   | 64                                                |  |     |  | 1,926 |  | 7,764  |  | 9,690  |  | (701                                                                | )
|250 W. 63rd St.
Westmont, IL              |  |       |   | 188   |  | 751   |  |                                             |   | 24                                                |  |     |  | 188   |  | 775    |  | 963    |  | (66                                                                 | )
|22 W. 760 Poss St.
Glen Ellyn, IL         |  |       |   | 286   |  | 1,145 |  |                                             |   | 26                                                |  |     |  | 286   |  | 1,171  |  | 1,457  |  | (99                                                                 | )

F-38

---

|                                        |  |  |  |       |  |       |  | Costs Capitalized
Subsequent to Acquisition |  | Gross Amounts at Which
Carried at Close of Period |  |  |  |       |  |       |  |       |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed |  
|--------------------------------------- |  |  |  | ----- |  | ----- |  | ------------------------------------------- |  | ------------------------------------------------- |  |  |  | ----- |  | ----- |  | ----- |  | ------------------------------------------------------------------- | -
|
|
|9714 S. Route 59
Naperville, IL         |  |  |  | 379   |  | 1,517 |  |                                             |  | 32                                                |  |  |  | 379   |  | 1,549 |  | 1,928 |  | (131                                                                | )
|1000 Swanson Dr.
Batavia, IL            |  |  |  | 211   |  | 846   |  |                                             |  | 19                                                |  |  |  | 211   |  | 865   |  | 1,076 |  | (73                                                                 | )
|425 N. Villa Ave.
Villa Park, IL        |  |  |  | 325   |  | 1,300 |  |                                             |  | 25                                                |  |  |  | 325   |  | 1,325 |  | 1,650 |  | (112                                                                | )
|6110 East Ave.
Hodgkins, IL             |  |  |  | 174   |  | 696   |  |                                             |  | 33                                                |  |  |  | 174   |  | 729   |  | 903   |  | (61                                                                 | )
|16951 State Street
South Holland, IL    |  |  |  | 397   |  | 1,589 |  |                                             |  | 46                                                |  |  |  | 397   |  | 1,635 |  | 2,032 |  | (138                                                                | )
|1207 S. Greenwood
Maywood, IL           |  |  |  | 10    |  | 40    |  |                                             |  | 23                                                |  |  |  | 10    |  | 63    |  | 73    |  | (5                                                                  | )
|1336 W. Monee Rd.
Crete, IL             |  |  |  | 28    |  | 112   |  |                                             |  | 27                                                |  |  |  | 28    |  | 139   |  | 167   |  | (12                                                                 | )
|10047 Virginia Ave.
Chicago Ridge, IL   |  |  |  | 240   |  | 960   |  |                                             |  | 17                                                |  |  |  | 240   |  | 977   |  | 1,217 |  | (82                                                                 | )
|2440 Pratt Ave.
Elk Grove Village, IL   |  |  |  | 1,063 |  | 4,251 |  | 3                                           |  | 430                                               |  |  |  | 1,066 |  | 4,681 |  | 5,747 |  | (389                                                                | )
|1140 W. Thorndale
Itasca, IL            |  |  |  | 374   |  | 1,497 |  | 1                                           |  | 107                                               |  |  |  | 375   |  | 1,604 |  | 1,979 |  | (134                                                                | )
|1020-50 W. Thorndale
Itasca, IL         |  |  |  | 396   |  | 1,585 |  | 1                                           |  | 141                                               |  |  |  | 397   |  | 1,726 |  | 2,123 |  | (140                                                                | )
|1705-1775 Hubbard Ave.
Batavia, IL      |  |  |  | 234   |  | 936   |  |                                             |  | 96                                                |  |  |  | 234   |  | 1,032 |  | 1,266 |  | (88                                                                 | )
|900 Paramount Parkway
Batavia, IL       |  |  |  | 250   |  | 1,001 |  | 2                                           |  | 26                                                |  |  |  | 252   |  | 1,027 |  | 1,279 |  | (86                                                                 | )
|918 Paramount Parkway
Batavia, IL       |  |  |  | 70    |  | 279   |  |                                             |  | 39                                                |  |  |  | 70    |  | 318   |  | 388   |  | (27                                                                 | )
|902 Paramount
Batavia, IL               |  |  |  | 99    |  | 394   |  |                                             |  | 37                                                |  |  |  | 99    |  | 431   |  | 530   |  | (37                                                                 | )
|950 Paramount Parkway
Batavia, IL       |  |  |  | 120   |  | 482   |  |                                             |  | 45                                                |  |  |  | 120   |  | 527   |  | 647   |  | (43                                                                 | )
|934 Paramount Parkway
Batavia, IL       |  |  |  | 82    |  | 326   |  |                                             |  | 21                                                |  |  |  | 82    |  | 347   |  | 429   |  | (29                                                                 | )
|1324-40 Paramount Parkway
Wood Dale, IL |  |  |  | 210   |  | 841   |  |                                             |  | 24                                                |  |  |  | 210   |  | 865   |  | 1,075 |  | (73                                                                 | )
|1243-53 Naperville, Dr.
Romeoville, IL  |  |  |  | 526   |  | 2,102 |  |                                             |  | 72                                                |  |  |  | 526   |  | 2,174 |  | 2,700 |  | (180                                                                | )
|1200 Independence Blvd.
Romeoville, IL  |  |  |  | 342   |  | 1,367 |  |                                             |  | 12                                                |  |  |  | 342   |  | 1,379 |  | 1,721 |  | (117                                                                | )
|1265 Naperville Dr.
Romeoville, IL      |  |  |  | 571   |  | 2,285 |  | 1                                           |  | 115                                               |  |  |  | 572   |  | 2,400 |  | 2,972 |  | (199                                                                | )
|1287 Naperville Dr.
Romeoville, IL      |  |  |  | 440   |  | 1,760 |  |                                             |  | 18                                                |  |  |  | 440   |  | 1,778 |  | 2,218 |  | (150                                                                | )
|737 Fargo Ave.
Elk Grove Village, IL    |  |  |  | 460   |  | 1,841 |  | 12                                          |  | 88                                                |  |  |  | 472   |  | 1,929 |  | 2,401 |  | (152                                                                | )
|3511 W. Greentree Rd.
Milwaukee, WI     |  |  |  | 540   |  | 2,160 |  |                                             |  | 355                                               |  |  |  | 540   |  | 2,515 |  | 3,055 |  | (197                                                                | )

F-39

---

|                                         |  |       |  |       |  |        |  | Costs Capitalized
Subsequent to Acquisition |  | Gross Amounts at Which
Carried at Close of Period |   |     |  |       |  |        |  |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed |  
|---------------------------------------- |  | ----- |  | ----- |  | ------ |  | ------------------------------------------- |  | ------------------------------------------------- | - | --- |  | ----- |  | ------ |  | ------ |  | ------------------------------------------------------------------- | -
|
|
|951 Fargo Ave.
Elk Grove Village, IL     |  |       |  | 954   |  | 2,470  |  |                                             |  | 1,562                                             |   |     |  | 954   |  | 4,032  |  | 4,986  |  | (291                                                                | )
|6736 W. Washington
West Allis, WI        |  |       |  | 814   |  | 3,585  |  | 3                                           |  | 101                                               |   |     |  | 817   |  | 3,686  |  | 4,503  |  | (330                                                                | )
|301 E. Vienna
Milwaukee, WI              |  |       |  | 1,005 |  | 4,022  |  | 22                                          |  | (5                                                | ) |     |  | 1,027 |  | 4,017  |  | 5,044  |  | (317                                                                | )
|3602 N. Kennicott
Arlington Heights, IL  |  |       |  | 515   |  | 3,735  |  | 11                                          |  | 37                                                |   |     |  | 526   |  | 3,772  |  | 4,298  |  | (270                                                                | )
|317 W. Lake St.
Northlake, IL            |  |       |  | 2,735 |  | 10,940 |  |                                             |  | 967                                               |   |     |  | 2,735 |  | 11,907 |  | 14,642 |  | (864                                                                | )
|1500 W. Thorndale Ave.
Itasca, IL        |  |       |  | 328   |  | 1,312  |  |                                             |  | 156                                               |   |     |  | 328   |  | 1,468  |  | 1,796  |  | (87                                                                 | )
|10801 W. Irving Park Rd
Chicago, IL      |  |       |  |       |  | 7,553  |  |                                             |  | 14                                                |   | 159 |  |       |  | 7,726  |  | 7,726  |  | (562                                                                | )
|3450 W. Touhy
Skokie, IL                 |  |       |  | 970   |  | 3,881  |  |                                             |  | 169                                               |   |     |  | 970   |  | 4,050  |  | 5,020  |  | (280                                                                | )
|11100 W. Silver Spring Rd.
Milwaukee, WI |  |       |  | 986   |  | 3,945  |  |                                             |  | 48                                                |   |     |  | 986   |  | 3,993  |  | 4,979  |  | (269                                                                | )
|7525 West Industrial Dr.
Forest Park, IL |  |       |  | 260   |  | 1,040  |  |                                             |  | 204                                               |   |     |  | 260   |  | 1,244  |  | 1,504  |  | (75                                                                 | )
|875 Diggins St.
Harvard, IL              |  |       |  | 788   |  | 3,154  |  | 41                                          |  | 506                                               |   |     |  | 829   |  | 3,660  |  | 4,489  |  | (231                                                                | )
|3400 West Pratt
Lincolnwood, IL          |  |       |  | 1,638 |  | 6,554  |  | 22                                          |  | 3,717                                             |   |     |  | 1,660 |  | 10,271 |  | 11,931 |  | (587                                                                | )
|5200 Proviso Drive
Melrose Park, IL      |  |       |  | 52    |  | 208    |  |                                             |  | 234                                               |   |     |  | 52    |  | 442    |  | 494    |  | (27                                                                 | )
|5000 Proviso Drive
Melrose Park, IL      |  |       |  | 2,809 |  | 11,236 |  |                                             |  | 1,214                                             |   |     |  | 2,809 |  | 12,450 |  | 15,259 |  | (771                                                                | )
|4700 Proviso Drive
Melrose Park, IL      |  |       |  | 3,168 |  | 12,673 |  |                                             |  | 306                                               |   |     |  | 3,168 |  | 12,979 |  | 16,147 |  | (821                                                                | )
|10700 Waveland Avenue
Franklin Park, IL  |  |       |  | 686   |  | 2,746  |  |                                             |  | 32                                                |   |     |  | 686   |  | 2,778  |  | 3,464  |  | (169                                                                | )
|5700 McDermott
Berkeley, IL              |  |       |  | 270   |  | 1,080  |  |                                             |  | 630                                               |   |     |  | 270   |  | 1,710  |  | 1,980  |  | (172                                                                | )
|7000 Monroe St
Willowbrook, IL           |  |       |  | 1,153 |  | 3,013  |  |                                             |  | 43                                                |   |     |  | 1,153 |  | 3,056  |  | 4,209  |  | (177                                                                | )
|16750 South Vincennes
South Holland, IL  |  | 4,082 |  | 1,178 |  | 4,710  |  |                                             |  | 309                                               |   |     |  | 1,178 |  | 5,019  |  | 6,197  |  | (285                                                                | )
|9700 S. Harlem Ave
Bridgeview, IL        |  |       |  | 576   |  | 2,304  |  |                                             |  | 41                                                |   |     |  | 576   |  | 2,345  |  | 2,921  |  | (136                                                                | )
|1810-1850 Northwestern Ave
Gurnee, IL    |  |       |  | 822   |  | 3,289  |  |                                             |  | 78                                                |   |     |  | 822   |  | 3,367  |  | 4,189  |  | (194                                                                | )
|3841 Swanson Court
Gurnee, IL            |  |       |  | 623   |  | 2,493  |  |                                             |  | 73                                                |   |     |  | 623   |  | 2,566  |  | 3,189  |  | (150                                                                | )
|6600 Industrial Drive
Milwaukee, WI      |  |       |  | 500   |  | 2,000  |  |                                             |  | 328                                               |   |     |  | 500   |  | 2,328  |  | 2,828  |  | (123                                                                | )
|1221 Grandview Parkway
Yorkville, WI     |  |       |  | 660   |  | 2,641  |  |                                             |  | 12                                                |   |     |  | 660   |  | 2,653  |  | 3,313  |  | (133                                                                | )

F-40

---

|                                              |  |      |  |       |  |        |  | Costs Capitalized
Subsequent to Acquisition |  | Gross Amounts at Which
Carried at Close of Period |  |  |  |       |  |        |  |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed |  
|--------------------------------------------- |  | ---- |  | ----- |  | ------ |  | ------------------------------------------- |  | ------------------------------------------------- |  |  |  | ----- |  | ------ |  | ------ |  | ------------------------------------------------------------------- | -
|
|
|8877 Union Center Road
West Chester, OH       |  |      |  | 5,579 |  | 37,577 |  |                                             |  | 46                                                |  |  |  | 5,579 |  | 37,623 |  | 43,202 |  | (2,986                                                              | )
|500 Wall Street
Glendale Heights, IL          |  |      |  | 1,610 |  | 6,440  |  |                                             |  | 232                                               |  |  |  | 1,610 |  | 6,672  |  | 8,282  |  | (332                                                                | )
|44-80 Old Higgins Road
Des Plaines, IL        |  |      |  | 303   |  | 1,213  |  |                                             |  | 156                                               |  |  |  | 303   |  | 1,369  |  | 1,672  |  | (65                                                                 | )
|1000 Knell Drive
Montgomery, IL               |  |      |  | 280   |  | 6,643  |  |                                             |  | 414                                               |  |  |  | 280   |  | 7,057  |  | 7,337  |  | (334                                                                | )
|155 - 175 Armstrong Court
Des Plaines, IL     |  |      |  | 174   |  | 696    |  |                                             |  | 88                                                |  |  |  | 174   |  | 784    |  | 958    |  | (29                                                                 | )
|115 W. Lake Street
Glendale Heights, IL       |  |      |  | 667   |  | 2,552  |  |                                             |  | 1,322                                             |  |  |  | 667   |  | 3,874  |  | 4,541  |  | (142                                                                | )
|1001 Busse Road
Elk Grove Village, IL         |  |      |  | 1,600 |  | 6,401  |  |                                             |  | 569                                               |  |  |  | 1,600 |  | 6,970  |  | 8,570  |  | (249                                                                | )
|600 W. Irving Park Road
Bensenville, IL 60106 |  |      |  | 163   |  | 652    |  |                                             |  | 335                                               |  |  |  | 163   |  | 987    |  | 1,150  |  | (31                                                                 | )
|145 Tower Road
Burr Ridge, IL                 |  |      |  | 463   |  | 1,851  |  |                                             |  | 285                                               |  |  |  | 463   |  | 2,136  |  | 2,599  |  | (66                                                                 | )
|1311 Meacham Ave
Itasca, IL                   |  |      |  | 990   |  | 3,960  |  |                                             |  | 306                                               |  |  |  | 990   |  | 4,266  |  | 5,256  |  | (130                                                                | )
|7620 South 10th Street
Oak Creek, WI          |  | 2167 |  | 620   |  | 2,480  |  |                                             |  | 645                                               |  |  |  | 620   |  | 3,125  |  | 3,745  |  | (72                                                                 | )
|4000 S. Racine
Chicago, IL                    |  |      |  | 787   |  | 3,146  |  |                                             |  | 41                                                |  |  |  | 787   |  | 3,187  |  | 3,974  |  | (84                                                                 | )
|2900 S. 160th Street
New Berlin, WI           |  |      |  | 1,070 |  | 4,280  |  |                                             |  | 54                                                |  |  |  | 1,070 |  | 4,334  |  | 5,404  |  | (103                                                                | )
|8100 100th Street
Pleasant Prairie, WI        |  |      |  | 348   |  | 1,395  |  |                                             |  | 17                                                |  |  |  | 348   |  | 1,412  |  | 1,760  |  | (26                                                                 | )
|6510 W. 73rd Street
Bedford Park, IL          |  |      |  | 1,592 |  | 6,369  |  |                                             |  | 7                                                 |  |  |  | 1,592 |  | 6,376  |  | 7,968  |  | (118                                                                | )
|250 Mannheim Road
Northlake, IL               |  |      |  | 1,184 |  | 4,814  |  |                                             |  | 284                                               |  |  |  | 1,184 |  | 5,098  |  | 6,282  |  | (277                                                                | )
|800-850 Regency Drive
Glendale Heights, IL    |  |      |  | 572   |  | 2,288  |  |                                             |  | 1                                                 |  |  |  | 572   |  | 2,289  |  | 2,861  |  | (6                                                                  | )
|7020 Parkland Court
Milwaukee, WI             |  |      |  | 730   |  | 2,924  |  |                                             |  |                                                   |  |  |  | 730   |  | 2,924  |  | 3,654  |  | (8                                                                  | )
|7025 Parkland Court
Milwaukee, WI             |  |      |  | 1,376 |  | 5,505  |  |                                             |  |                                                   |  |  |  | 1,376 |  | 5,505  |  | 6,881  |  | (15                                                                 | )
|315 Edgerton
Milwaukee, WI                    |  |      |  | 510   |  | 2,043  |  |                                             |  |                                                   |  |  |  | 510   |  | 2,043  |  | 2,553  |  | (5                                                                  | )
|5211 South 3rd Street
Milwaukee, WI           |  |      |  | 2,390 |  | 9,563  |  |                                             |  |                                                   |  |  |  | 2,390 |  | 9,563  |  | 11,953 |  | (25                                                                 | )
|7475 South 6th Street
Oak Creek, WI           |  |      |  | 845   |  | 3,384  |  |                                             |  |                                                   |  |  |  | 845   |  | 3,384  |  | 4,229  |  | (9                                                                  | )
|1014 Profile Road
Bethlehem, NH 03574         |  |      |  | 404   |  | 1,663  |  |                                             |  | 8                                                 |  |  |  | 404   |  | 1,671  |  | 2,075  |  | (145                                                                | )
|One Bridge Street
Gary, IN                    |  |      |  | 593   |  | 1,817  |  |                                             |  |                                                   |  |  |  | 593   |  | 1,817  |  | 2,410  |  | (143                                                                | )

F-41

---

|                                                         |  |   |        |  |   |         |  | Costs Capitalized
Subsequent to Acquisition |         | Gross Amounts at Which
Carried at Close of Period |   |        |   |   |         |   |   |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed |        
|-------------------------------------------------------- |  | - | ------ |  | - | ------- |  | ------------------------------------------- | ------- | ------------------------------------------------- | - | ------ | - | - | ------- | - | - | ------ |  | ------------------------------------------------------------------- | -------
|
|
|2800 Henkle Drive
Lebanon, OH 45036                      |  |   |        |  |   | 4       |  |                                             | 4,061   |                                                   |   | (4     | ) |   | 21      |   |   |        |  |                                                                     |        
|3620 Swenson Avenue
St. Charles, IL 60174                |  |   |        |  |   | 378     |  |                                             | 1,517   |                                                   |   |        |   |   | 17      |   |   |        |  |                                                                     | 378    
|7750 Industrial Drive
Forest Park, IL 60130              |  |   |        |  |   | 360     |  |                                             | 1,534   |                                                   |   |        |   |   | 165     |   |   |        |  |                                                                     | 360    
|155 Old Higgins Road
Des Plaines, IL 60018               |  |   |        |  |   | 664     |  |                                             | 2,656   |                                                   |   |        |   |   | 791     |   |   |        |  |                                                                     | 664    
|6333 West Douglas
Milwaukee, WI                          |  |   |        |  |   | 141     |  |                                             | 564     |                                                   |   |        |   |   | 77      |   |   |        |  |                                                                     | 141    
|333 Northwest Avenue
Northlake, IL                       |  |   |        |  |   | 560     |  |                                             | 2,239   |                                                   |   | (27    | ) |   | 418     |   |   |        |  |                                                                     | 533    
|505 Railroad Avenue
Northlake, IL                        |  |   |        |  |   | 1,530   |  |                                             | 6,121   |                                                   |   | 24     |   |   | (1,011  | ) |   |        |  |                                                                     | 1,554  
|1750 S. Lincoln Drive
Freeport, IL 61032                 |  |   |        |  |   | 455     |  |                                             |         |                                                   |   | (455   | ) |   | 12,366  |   |   | 26     |  |                                                                     |        
|Plainfield Road and Madison Street
Willowbrook, IL 60527 |  |   |        |  |   | 1,669   |  |                                             |         |                                                   |   | (1,182 | ) |   | 5,418   |   |   | 91     |  |                                                                     | 487    
|9450 Sergo Drive
McCook, IL                              |  |   |        |  |   | 386     |  |                                             |         |                                                   |   | 3,405  |   |   | 13,134  |   |   | 182    |  |                                                                     | 3,791  
|Construction In Progress:                                |  |   |        |  |   |         |  |                                             |         |                                                   |   |        |   |   |         |   |   |        |  |                                                                     |        
|5480 W. 70th
Bedford Park, IL                            |  |   |        |  |   | 475     |  |                                             | 4       |                                                   |   |        |   |   | (4      | ) |   |        |  |                                                                     | 475    
|521 E. North Ave
Glendale Heights, IL                    |  |   |        |  |   | 4,671   |  |                                             |         |                                                   |   | 76     |   |   |         |   |   |        |  |                                                                     | 4,747  
|Center Point Intermodal Center
Ellwood, IL               |  |   |        |  |   |         |  |                                             | 24,418  |                                                   |   |        |   |   | 91,638  |   |   | 5,567  |  |                                                                     |        
|55th and East Avenue
McCook, IL                          |  |   |        |  |   |         |  |                                             |         |                                                   |   | 2,138  |   |   | 2,471   |   |   | 507    |  |                                                                     | 2,138  
|International Produce Market
Chicago, IL                 |  |   |        |  |   |         |  |                                             | 6,251   |                                                   |   |        |   |   | 7,956   |   |   | 1,181  |  |                                                                     |        
|Ford Manufacturing Campus
Chicago, IL                    |  |   |        |  |   |         |  |                                             | 5,187   |                                                   |   |        |   |   | 3,341   |   |   | 819    |  |                                                                     |        
|9450 Sergo Drive
McCook, IL                              |  |   |        |  |   |         |  |                                             |         |                                                   |   |        |   |   | 1,150   |   |   |        |  |                                                                     |        
|California & I-290 Expressway
Chicago, IL                |  |   |        |  |   |         |  |                                             | 363     |                                                   |   |        |   |   | 823     |   |   | 6      |  |                                                                     |        
|Meacham Ave. & Medinah Road
Itsaca, IL                   |  |   |        |  |   |         |  |                                             |         |                                                   |   | 3,088  |   |   |         |   |   |        |  |                                                                     | 3,088  
|Retail Properties:                                       |  |   |        |  |   |         |  |                                             |         |                                                   |   |        |   |   |         |   |   |        |  |                                                                     |        
|100 Old McHenry Road
Wheeling, IL                        |  |   |        |  |   | 482     |  |                                             | 2,152   |                                                   |   |        |   |   | 61      |   |   |        |  |                                                                     | 482    
|351 N. Rohlwing Road
Itasca, IL                          |  |   |        |  |   | 81      |  |                                             | 464     |                                                   |   | 1      |   |   |         |   |   |        |  |                                                                     | 82     
|4-48 Barrington Road
Streamwood, IL                      |  |   |        |  |   | 573     |  |                                             | 2,297   |                                                   |   | (62    | ) |   | 149     |   |   |        |  |                                                                     | 511    
|Offices of the Management Company
Chicago, IL            |  |   |        |  |   | 675     |  |                                             | 15,918  |                                                   |   | (508   | ) |   | (7,873  | ) |   | 513    |  |                                                                     | 167    
|                                                         |  |   |        |  |   |         |  |                                             |         |                                                   |   |        |   |   |         |   |   |        |  |                                                                     |        
|Subtotals                                                |  | $ | 60,401 |  | $ | 165,274 |  | $                                           | 736,418 |                                                   | $ | 5,973  |   | $ | 278,810 |   | $ | 11,425 |  | $                                                                   | 171,247
|                                                         |  |   |        |  |   |         |  |                                             |         |                                                   |   |        |   |   |         |   |   |        |  |                                                                     |        
|5800 West Touhy Avenue
Niles, IL                         |  |   |        |  |   | 8,749   |  |                                             | 27,762  |                                                   |   | 98     |   |   | (13,514 | ) |   | 1,466  |  |                                                                     | 8,847  
|                                                         |  |   |        |  |   |         |  |                                             |         |                                                   |   |        |   |   |         |   |   |        |  |                                                                     |        
|Totals                                                   |  | $ | 60,401 |  | $ | 174,023 |  | $                                           | 764,180 |                                                   | $ | 6,071  |   | $ | 265,296 |   | $ | 12,891 |  | $                                                                   | 180,094
|                                                         |  |   |        |  |   |         |  |                                             |         |                                                   |   |        |   |   |         |   |   |        |  |                                                                     |        

F-42

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

Notes to Schedule III:

Reconciliation of Real Estate

Year Ended December 31,2001

2000

1999Balance at the beginning of year

$
1,112,153

$
971,897

$
768,857Additions


258,925


242,723


256,264Impairment of asset


(37,994
)Dispositions and asset write-off


(110,623
)

(102,467
)

(53,224
)Balance at close of year

$
1,222,461

$
1,112,153

$
971,897


Reconciliation of Accumulated Depreciation and Amortization

Year Ended December 31,2001

2000

1999Balance at beginning of year

$
109,020

$
85,408

$
62,257Depreciation and amortization


32,470


30,529


25,485Acquisition of CRS


702Acquisition of properties from CRS





1,294Dispositions and asset write-off


(19,963
)

(8,211
)

(2,334
)Balance at close of year

$
122,229

$
109,020

$
85,408


Buildings, improvements and carrying costs

31.5 to 40 yearsLand improvements

15 yearsFurniture, fixtures and equipment

4 to 15 years


F-43

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