<PAGE>
                            UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                                         WASHINGTON, D.C. 20549

                                               FORM 10-K

                        (MARK ONE)

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<S>                             <C>        <C>
                                   /X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                                           SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
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                              FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
                                                   OR

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<S>                             <C>        <C>
                                   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                                           SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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                           FOR THE TRANSITION PERIOD FROM ________________ TO
                                            ________________

                                     COMMISSION FILE NUMBER 1-12630

                                      CENTERPOINT PROPERTIES TRUST

                         (Exact Name of Registrant as Specified in its Charter)

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<S>                             <C>                                         <C>
                                                 MARYLAND                                36-3910279
                                     (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
                                              Incorporation
                                             or Organization)

                                  1808 SWIFT DRIVE, OAK BROOK, ILLINOIS                    60523
                                 (Address of principal executive offices)                (Zip code)
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                          Registrant's telephone number, including area code:
                                 (630) 586-8000

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

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<CAPTION>
                                                                                NAME OF EACH EXCHANGE ON
                                              TITLE OF EACH CLASS                   WHICH REGISTERED
                                              -------------------               ------------------------
<S>                              <C>                                            <C>
                                 Common Shares, par value $.001                 New York Stock Exchange
                                 8.48% Series A Preferred Shares, par value
                                   $.001                                        New York Stock Exchange
                                 7.5% Series B Convertible Preferred Shares,
                                   par value $.001                              New York Stock Exchange
                                 Preferred Share Purchase Rights, with respect
                                   to common shares, par $.001                  New York Stock Exchange
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                        Securities registered pursuant to Section 12(g) of the
                        Act:

                                                  NONE
                           --------------------------------------------------

                                            (Title of Class)

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

                            Indicate by check mark if disclosure of delinquent
                        filers pursuant to Item 405 of Regulation S-K
                        (Section229.405 of this chapter) is not contained
                        herein, and will not be contained, to the best of
                        registrant's knowledge, in definitive proxy or
                        information statements incorporated by reference in
                        Part III of this Form 10-K or any amendment to this
                        Form 10-K. / /

                            As of March 12, 2001, the aggregate market value of
                        the voting stock held by non-affiliates of the
                        registrant was $1,030,838,415 (based on 21,849,055
                        shares held by non-affiliates and computed by reference
                        to the reported closing price).

                            The registrant had 22,543,546 shares of its common
                        stock, $.001 par value, outstanding as of March 12,
                        2001.

                                  DOCUMENTS INCORPORATED BY REFERENCE

                            Portions of the registrant's proxy statement are
                        incorporated by reference into Part III of this Annual
                        Report on Form 10-K.
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                               TABLE OF CONTENTS

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                                            PART I

Item 1.                 Business....................................................      1

Item 2.                 Properties..................................................      9

Item 3.                 Legal Proceedings...........................................     19

Item 4.                 Submission of Certain Items to a Vote of Security Holders...     19

                                           PART II

Item 5.                 Market for Registrant's Common Equity and Related Matters...     20

Item 6.                 Selected Historical Financial Data..........................     20

Item 7.                 Management's Discussion and Analysis of Financial Condition      23
                          and Results of Operations.................................

Item 7a.                Quantitative and Qualitative Disclosures about Market            29
                          Risk......................................................

Item 8.                 Financial Statements and Supplementary Data.................     30

Item 9.                 Changes in and Disagreements with Accountants on Accounting      30
                          and Financial Disclosure..................................

                                           PART III

Item 10.                Directors and Executive Officers of the Registrant..........     31

Item 11.                Executive Compensation......................................     31

Item 12.                Security Ownership of Certain Beneficial Owners and              31
                          Management................................................

Item 13.                Certain Relationships and Related Transactions..............     31

                                           PART IV

Item 14.                Exhibits, Financial Statement Schedules and Reports on           32
                          Form 8-K..................................................
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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 airfreight 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 2.4% of the market (based on square footage)
as of December 31, 2000. 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 2000, the company achieved a total return
of 37%. 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.

    - PORTFOLIO OPERATIONS. The Company seeks to grow its results from
      operations by increasing revenues through lease renewals or replacements
      at increased rental rates and by increasing occupancy where vacancies
      exist. The Company believes that above average rental growth is primarily
      achievable because the Company's focus on tenant service generates higher
      renewal and occupancy rates. Moreover, the Company's size, Chicago focus
      and market penetration provides superior access to favorable leasing
      transactions and investments offering below market rents and growth
      opportunities. The Company's portfolio on December 31, 2000 included 170
      industrial properties having 27.8 million square feet and was 96% leased
      and occupied.

    - INVESTMENT. The Company believes that per share growth is maximized
      through investment activity concentrating on properties offering immediate
      cash yields above its long-term cost of

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      capital, with the potential for rapid yield growth. The Company seeks to
      invest exclusively in warehouse/industrial properties that satisfy its
      yield and growth objectives through the lease up of vacancy, property
      expansion, redevelopment, or the development or disposition of surplus
      land. The Company strictly limits speculative investment.

    - MERCHANT ACTIVITIES. To maximize the return on invested capital and per
      share cash flow growth, the Company aggressively recycles capital from
      mature to new growth opportunities. Management seeks to dispose of
      properties where growth has been fully realized, measured by a property's
      achievable prospective free cash flow relative to its current net market
      value. As an allied strategy, the Company undertakes the development of
      buildings for immediate sale to users or investors. In combination, these
      "merchant" transactions(undertaken within CenterPoint Realty
      Services, Inc., the Company's taxable affiliate and CenterPoint Venture
      LLC, the Company's investment partnership with CalEast), provide
      substantial capital for reinvestment, as well as attractive fees and
      profits boosting the Company's return on invested capital.

    - FINANCIAL. The Company maintains conservative financial and leverage
      policies to provide financial capacity and flexibility. This strategy
      facilitates opportunistic investment by helping assure substantial in
      place liquidity. The Company's active disposition program, plus
      significant retained cash flow, account for a substantial share of
      required investment capital, enhancing per share cash flow growth and
      returns. The Company and its affiliates maintain $520 million in lines of
      credit. The Company's financial strategy also allows it to secure capital
      in the most favorable markets. CenterPoint benefits from investment grade
      ratings on its senior unsecured debt and preferred securities, providing
      substantial execution efficiency and a lower overall cost of capital.

    - MANAGEMENT CONTROLS AND SYSTEMS. To facilitate its business, the Company
      has implemented effective information and governance systems, which it
      seeks to continually improve. The Company believes that it enjoys
      significant operating and financial benefits attributable to these
      systems, including better tenant service, improved investment execution,
      and enhanced capital planning, all of which the Company believes
      contribute to better per share earnings growth and shareholder returns.

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, which contributes to
better margins and earnings stability. 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 2000, 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 consistently attractive returns and stable
cash flow:

    - LOW CAPITAL REQUIREMENTS. The cost per square foot of developing
      warehouse/industrial properties typically ranges between $40-45 per square
      foot, which is lower than the cost of developing other types of property.
      From the Company's perspective, this results in less

                                       2
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      capital committed to any particular property, permitting greater
      diversification of the Company's risk. In addition, relative to other
      property types, fewer tenant improvements are required to renew or lease
      warehouse/industrial space, minimizing the level of recurring capital
      expenditures necessary to sustain rental income.

    - HIGH LEVEL OF TENANT INVESTMENT. Unlike office, retail and multi-family
      buildings, most warehouse/industrial buildings are occupied by a single
      tenant. Relocation tends to be costly for tenants of warehouse/industrial
      properties because of high tenant investment in production set-up
      expenses, machinery and other site specific improvements (in many cases
      higher than the landlord's investment). To avoid these costs, tenants
      typically lease space that exceeds their immediate needs or that is
      readily expandable. Tenant retention and expansion therefore tend to be
      higher than for other property types.

    - FAVORABLE LEASE TERMS. Warehouse/industrial buildings generally are leased
      on a "triple net" basis, under which tenants are contractually obligated
      to pay directly, or reimburse the landlord, for virtually all costs of
      occupancy, including property taxes, utilities, insurance and maintenance.
      In addition, the leases generally provide for rent growth through
      contractual rent increases, matching or often exceeding average price
      inflation.

    - SUPPLY BUILT ON DEMAND. The comparatively short development period for
      industrial buildings (typically six to nine months) relative to other
      property types has resulted in less speculative building and, therefore, a
      supply of industrial property that more closely corresponds to tenant
      demand. This has kept vacancy levels, on average, lower than for other
      property types and has produced greater rental rate stability.

    - LIMITED COMPETITION. Higher overall investment returns are more achievable
      for warehouse/ industrial property than other property types because such
      assets, typically $5 million to $10 million in purchase price, are too
      small to justify institutional attention. The Company's typical competitor
      for assets of this size is a sponsor of a single asset partnership that
      typically has a higher cost of capital and less financial flexibility than
      the Company.

    - READILY SALEABLE. Industrial real estate both individually and packaged as
      portfolios is sought by a wide variety of institutional and other
      investors because of the relative stability of its returns. The consistent
      investment demand for industrial assets is important to CenterPoint's
      overall strategy of reducing the need for external capital by recycling
      capital, through dispositions, from mature assets to new opportunities.

    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 the largest and most diverse warehouse/industrial market. Its regional
advantages have led to significant business in Chicago making it second only to
New York in the number of Fortune 500 companies. As a consequence of its
geographic location, the Midwest is the continent's premier transportation hub,
possessing attributes critical to a highly diverse industrial real estate
market.

    - TRANSPORTATION ADVANTAGES. The Midwest's transportation network, a
      consequence of it's central continental location, underpins its status as
      a manufacturing and distribution center. Extensive transportation
      infrastructure integrates Greater Chicago with the Midwest, as well as
      other important business and distribution centers, including Los Angeles
      and northern New Jersey. The State of Illinois enacted a $12 billion
      infrastructure program in 1999, which will be

                                       3
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      available for road, rail and other infrastructure improvements in the
      metropolitan Chicago area, enhancing its ability to attract and maintain
      business.

     Because Chicago serves as a rail, road, air and water hub, Chicago has
     benefited from the emergence of intermodal transportation, which is the
     movement of goods, usually containerized, by two or more modes of
     transportation. Nearly three-quarters of national rail freight passes
     through Chicago and intermodal traffic has been the fastest growing
     segment. Most of the railway yards have been converted to handle intermodal
     traffic. Chicago is the third largest container hub after Singapore and
     Hong Kong.

     A comparable driver of regional industrial development is O'Hare
     International Airport, one of the country's fastest growing airfreight
     intermodal hubs. O'Hare is expected to continue to spur industrial real
     estate activity with the growth of businesses reliant on the air transport
     of product and components. With an average annual increase of 6% in
     airfreight volume over the last 4 years, O'Hare handles approximately 3,900
     tons of airfreight per day, along with the nearly 70 million commercial
     passengers it serves annually.

    - BUSINESS DIVERSITY. Regional diversity provides the Company with
      opportunities to capitalize on different trends affecting real estate
      demand and usage in a wide range of industries. An assorted tenant base
      also lessens the Company's cyclical risk, reducing its exposure to changes
      in the fortunes of any single type of business. Virtually all of the
      "Global 1000" maintain facilities in the Chicago metro area. As in other
      large industrial metro areas, Chicago's diversity has been increasing due
      to its transformation from a manufacturing to a service-based economy.
      Manufacturing employment makes up 15% of the employment base currently,
      well below that of many other midwestern metro areas. The diversification
      of the regional economy into services accelerated during the recent
      expansion as manufacturers continued to restructure operations to lower
      costs. The business services industry has been one of the main drivers of
      the Chicago economy during the past decade.

     The growth of high-tech industries, both manufacturing and service-based,
     also holds promise for diversifying the region's employment base and
     enhancing prospective demand for industrial and distribution space. The
     concentration of high-technology employment ranks Chicago fourth in the
     nation behind San Jose, Boston and Washington D.C.

     The growth in regional retail activity has also contributed to the demand
     for distribution facilities. The region ranks as the nation's third most
     populous metro area with 8 million residents. Such companies as Safeway,
     Jewel-Osco, Walgreens and Meijer's, among others, are expanding their
     presence in the area at a prodigious rate, with expanded space requirements
     to service retail operations.

     The Company believes other factors favor the continued health of Chicago's
     industrial property market. These include a skilled labor force, plentiful
     water resources, and utility deregulation expected to improve the
     competitiveness of regional manufacturing. In addition, management believes
     a favorable political climate exists for attracting and retaining business.
     The State of Illinois, the City of Chicago and other area municipalities
     have worked aggressively and creatively to promote area business
     development, activity directly linked to industrial space demand.

    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

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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; fair billing practices; 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. In 1998, the Company formed CenterPoint Capital Funding,
LLC ("CenterPoint Capital") to offer its tenants funding for non-real estate
requirements, principally equipment, related to the occupancy and use of the
Company's properties. Funding originated by CenterPoint Capital is brokered in
the marketplace or fully funded by non-recourse debt. The Company believes
making available to its tenants and prospects a "turn-key" facility enhances
tenant satisfaction and ultimately the strength of the Company's franchise.

    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 adherence to 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 (currently estimated to be 9.5% to 10.5%),
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. This
ensures that 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.

    - RECOVERY U ACQUISITIONS. During a recovering economy, CenterPoint acquires
      existing leased generic industrial buildings that are suitable for a wide
      variety of tenant uses. Traditionally, the seller is a company that is
      growing rapidly and can better invest its capital in its own business
      rather than in owning bricks and mortar. CenterPoint takes on that
      responsibility and enhances the facility through professional management.

    - STRONG ECONOMY U BUILD-TO-SUITS. During a strong economy, many tenants
      want to expand their space. As a result of the comfort level achieved
      through CenterPoint's long-term relationships with their tenants, as well
      as constant communication, the Company can ascertain the specific
      requirements of the tenant's future home. It can then be designed and
      built in the right location, on time, and within budget.

    - RECESSION U REDEVELOPMENTS. During a weaker economy, companies, on
      average, want to shrink capacity. Therefore, CenterPoint has developed a
      number of refinements within older, economically viable properties,
      completely rebuilding an existing facility within a tenant's time

                                       5
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      frame. By understanding their tenant's business needs, the Company can
      envision the potential of a building and match it to the market.

    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 are required to visit each tenant,
on site, at least once every 90 days, and more frequently as warranted by tenant
needs.

    The Company believes its competitive advantage derives from its market
penetration, local expertise, tenant relationships and quality reputation with
the Greater Chicago area. Another competitive advantage is its "state of the
art" information system that fully integrates corporate, property management and
accounting systems, enabling the Company to monitor and project each asset and
its financial performance. The Company believes this long-term platform is
capable of supporting its operating and financial objectives as well as its
continued strong 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 financings and refinancings 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 higher yielding opportunities where the Company believes significant
value can be added. Disposition activity is integral to the Company's funding
strategy and gains on sale are a regular and recurring component of the
Company's revenues.

    To enhance its merchant activities and further expand its capital base, the
Company, during 2000, formed CenterPoint Venture LLC ("CenterPoint Venture"), a
partnership with CalEast, an investment vehicle between the California Public
Employees Retirement System and LaSalle Investment Management. CenterPoint
Venture 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 will receive an 11%
cumulative return to its equity capital and 50% of the distributions, as well as
transaction, administrative and property management fees.

TRANSACTIONS DURING 2000

    During 2000, the Company accomplished the following:

    2000 ACQUISITIONS AND DISPOSITIONS:

    - During 2000, the Company acquired or completed development of 22
      warehouse/industrial properties and one office property totaling
      4.3 million square feet and invested approximately $201.4 million in total
      acquisitions and construction in progress owned at the REIT level. In
      order to fund this investment activity, the Company disposed of 37
      warehouse/industrial

                                       6
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      properties totaling approximately 2.8 million square feet for
      approximately $111.0 million from the owned portfolio.

    - On August 10, 2000, the Company purchased a portion of the former Joliet
      Arsenal, an Army munitions manufacturing facility closed in 1976, from the
      United States Army for redevelopment. The approximately 2,000 acre project
      will be one the nation's largest private developments. Over the next
      12 years, the Company plans to build as much as 17 million square feet of
      distribution and manufacturing space in an industrial park adjacent to a
      major multi-modal rail facility to be operated by the Burlington Northern
      and Santa Fe Railway Company (BNSF). BNSF has agreed to lease
      approximately 560 acres in a phased take down over four years at an
      initial rent of $0.1933 per foot, escalating at 2.5% per annum and has
      additionally agreed to acquire 57 acres for development of the multi-modal
      facility. The Company expects to fund total improvements for the project
      of $650 million, which will be offset by entitlements of approximately
      $200 million.

    - CenterPoint Venture, formed in January 2000, acquired $91.9 million in
      2000 and initiated $4.2 million in development. The Venture is expected to
      cmplete its first portfolio sale in 2001. Also, in 2000, the Venture
      secured a credit facility of $120 million to finance, on average, 60% of
      its investment outlays.

    2000 SECURITIES ACTIVITIES:

    - 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.

    2000 FINANCINGS:

    - On January 12, 2000 the Company issued $150 million 7.9% senior unsecured
      notes due January 15, 2003. The notes were underwritten by Lehman Brothers
      Holdings, with A.G. Edwards & Sons, Inc., Banc of America Securities LLC,
      Bank One Capital Markets, Inc., and First Union Securities acting as
      co-managers. The net proceeds of issuance of approximately $149.1 million
      were used to pay down the Company's lines of credit.

    - In September, 2000, the Company increased its unsecured line of credit
      facility, which originated in October, 1996, to $350,000,000. The interest
      rate at December 31, 2000 ranges from 7.6875% to 7.8125% (LIBOR plus 1.0%)
      for LIBOR borrowings and Prime Rate (9.5%) for other borrowings. The line
      requires payments of interest only when LIBOR contracts mature and monthly
      on borrowings under Prime Rate.

SUBSEQUENT TRANSACTIONS

    On January 24, 2001 the Lake Shore Dunes property was sold and the
$21.3 million mortgage note payable that was secured by the property was assumed
by the new owner.

    Effective January 1, 2001, the Company acquired 100% of the common stock of
CRS. 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 fully consolidated with the Company. During 2001, the
Company will elect for CRS to be treated as a taxable REIT subsidiary, as
permitted by the Tax Relief Extension Act of 1999.

EMPLOYEES

    At March 8, 2001, the Company had 95 full-time employees. Of the full-time
employees, 82 are involved with property management, development, operations,
leasing and acquisition activities,

                                       7
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and 13 are involved with finance and general administration, financing
activities 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, 2000, 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. 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.
While some of these assessments have led to further investigation and sampling,
none of the environmental assessments has revealed, nor is the Company aware of,
any environmental liability (including asbestos-related liability) that the
Company believes would have a material adverse effect on its business, financial
condition or results of operations. 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.

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

    The Company holds approximately 99% of the economic interest in CenterPoint
Realty Services Corporation, an Illinois corporation ("CRS"). To maintain
compliance with limitations on income from business activities received by REITs
and their qualified REIT subsidiaries, the Company holds its interest in CRS in
the form of non-voting equity ownership, which qualifies CRS as an
unconsolidated taxable subsidiary. Since its inception, 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.

    As of December 31, 2000, the Company had advanced to CRS approximately
$49.9 million under a demand loan with interest rates ranging from 8.125% to
10.125%. The proceeds of the loan were required for development projects.
Principal and interest are due upon demand. For further financial information
relating the CRS, see footnote 5 of the attached financial statements.

    CRS owns 25% of CenterPoint Venture which is engaged in merchant activities.
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.

                                       8
<PAGE>
    As mentioned before, effective January 1, 2001, CRS has made the election to
be treated as a taxable REIT Subsidiary. The Company purchased the balance of
the common stock of CRS not previously owned making CRS a 100% owned subsidiary.

ITEM 2. PROPERTIES.

THE COMPANY'S WAREHOUSE/INDUSTRIAL PROPERTIES

    At December 31, 2000, the Company's investment portfolio of
warehouse/industrial properties consisted of 160 properties owned at the Company
level and 10 properties owned at the CRS level, totaling approximately
27.8 million square feet, with a diverse base of more than 275 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(TM), are
typically designed for warehousing and distribution. The properties have an
average project size of 163,258 square feet, and, on average, a tenant at an
industrial property occupies 98,070 rentable square feet. Although a number of
the industrial properties are single-tenant facilities, all are designed to be
divisible and to be leased by multiple tenants.

    The leases for the warehouse/industrial properties currently owned by the
Company have terms between one and 18 years, with a weighted average remaining
lease term, weighted on current rent, of approximately 5.1 years as of
December 31, 2000. In addition, rent from no single warehouse/ industrial tenant
comprised more than 5% of the Company's total revenues as of December 31, 2000.

    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 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.

                                       9
<PAGE>
                          CENTERPOINT PROPERTIES TRUST
                    WAREHOUSE / INDUSTRIAL PROPERTY SUMMARY
                                AS OF 12/31/2000
<TABLE>
<CAPTION>
                                                                  YEAR OF
                                                                 ORIGINAL
                                                               CONSTRUCTION/
                                                                   LAST
                                                               REDEVELOPMENT   ANNUALIZED     AVERAGE
                                                                  AND/OR       BASE RENT     RENT PER
PROPERTY ADDRESS                           CITY         STATE  EXPANSION (1)    REVENUE     SQ. FT. (2)
----------------                     -----------------  -----  -------------  ------------  -----------
<S>                                  <C>                <C>    <C>            <C>           <C>
2000 INVESTMENTS
LAKE COUNTY
1810-1850 Northwestern Dr..........  Gurnee             IL         1977            517,948      4.22
3849-3865 Swanson Court............  Gurnee             IL         1978            369,591      3.70
NORTH DUPAGE COUNTY
500 Wall St (7)....................  Glendale Heights   IL         1989            445,647      2.03
115 W. Lake St.....................  Glendale Heights   IL         1999            249,938      3.15
CHICAGO O'HARE AREA
44-80 Old Higgins Rd...............  Des Plaines        IL         1981            238,889      5.69
155-175 Armstrong Rd...............  Des Plaines        IL         1975            163,735      7.44
1001 Busse Rd (7)..................  Elk Grove Village  IL         1963          1,108,900      4.18
600 East Irving Park Rd (7)........  Bensenville        IL         1982            120,792      5.67
O'Hare Express-Phase C-1...........  Chicago            IL         2000          2,055,004     11.11
NEAR WEST SUBURBS
5200 Proviso (7)...................  Melrose Park       IL         1982             67,279      6.73
5000 Proviso (7)...................  Melrose Park       IL         1982          1,830,000      3.00
4700 Proviso (7)...................  Melrose Park       IL         1982          1,815,738      3.56
10700 Waveland Ave.................  Franklin Park      IL         1973            441,144      3.28
5700 McDermott Dr (7)..............  Berkeley           IL         1967            230,162      4.60
FAR WEST SUBURBS
1000 Knell Rd......................  Montgomery         IL         2000            745,362      4.35
SOUTHWEST SUBURBS
9700 Harlem Ave....................  Bridgeview         IL         1969            370,140      3.66
SOUTH SUBURBS
16750 S. Vincennes Ave.............  South Holland      IL         1970            595,128      2.94
FAR S.W. SUBURBS
7000 Monroe St.....................  Willowbrook        IL         1999            562,348      9.32
145 Tower Dr.......................  Burr Ridge         IL         1968            301,500      4.73
MILWAUKEE COUNTY
6600 N. Industrial Rd..............  Milwaukee          WI         1973            258,648      2.34
RACINE COUNTY
1221 Grand View Pkwy...............  Yorkville          WI         2000            373,578      4.12
OHIO
8877 Union Center Rd...............  Westchester        OH         1999          4,890,070      5.71
SUBTOTAL...........................                                           $ 16,220,349
                                                                              ------------
AVERAGE............................                                                           $ 4.03
                                                                                              ------
PREVIOUSLY OWNED PROPERTIES
LAKE COUNTY
2339-41 Ernie Krueger Court........  Waukegan           IL       1990/1993         231,408      4.25
620-630 Butterfield Road...........  Mundelein          IL         1990            213,793      8.82
1 Wildlife Way.....................  Long Grove         IL         1994            730,091     13.50
1700 Butterfield Road..............  Mundelein          IL         1976            240,000      4.00
3145 Central Avenue (6)............  Waukegan           IL         1958            883,000      2.94
28160 N Keith......................  Lake Forest        IL         1989            307,800      3.95
28618 N. Ballard...................  Lake Forest        IL         1984            298,428      5.00
N.E. COOK COUNTY
5990 Touhy Avenue..................  Niles              IL       1960/1993       1,422,766      4.81

<CAPTION>

                                                              PERCENT
                                                  PERCENT      OF GLA
                                         GLA      OF TOTAL  LEASED AS OF  NO. OF   PROPERTY
PROPERTY ADDRESS                     SQ. FT. (3)  GLA (4)     12/31/00    TENANTS  TYPE (5)
----------------                     -----------  --------  ------------  -------  --------
<S>                                  <C>          <C>       <C>           <C>      <C>
2000 INVESTMENTS
LAKE COUNTY
1810-1850 Northwestern Dr..........     122,712      0.46%      100%          4      ACQ
3849-3865 Swanson Court............     100,000      0.37%      100%          2      ACQ
NORTH DUPAGE COUNTY
500 Wall St (7)....................     219,471      0.82%      100%          1      ACQ
115 W. Lake St.....................      79,451      0.30%       35%          1      ACQ
CHICAGO O'HARE AREA
44-80 Old Higgins Rd...............      42,000      0.16%       74%          2      ACQ
155-175 Armstrong Rd...............      22,000      0.08%      100%          3      ACQ
1001 Busse Rd (7)..................     265,309      0.99%        0%          0    ACQ/RDV
600 East Irving Park Rd (7)........      21,304      0.08%       45%          1      ACQ
O'Hare Express-Phase C-1...........     185,000      0.69%      100%          1      BTS
NEAR WEST SUBURBS
5200 Proviso (7)...................      10,000      0.04%      100%          1      ACQ
5000 Proviso (7)...................     610,000      2.27%      100%          1      ACQ
4700 Proviso (7)...................     510,000      1.90%      100%          2      ACQ
10700 Waveland Ave.................     134,600      0.50%      100%          1      ACQ
5700 McDermott Dr (7)..............      50,000      0.19%      100%          1      ACQ
FAR WEST SUBURBS
1000 Knell Rd......................     171,200      0.64%      100%          1      ACQ
SOUTHWEST SUBURBS
9700 Harlem Ave....................     101,140      0.38%      100%          1      ACQ
SOUTH SUBURBS
16750 S. Vincennes Ave.............     202,510      0.75%      100%          1      ACQ
FAR S.W. SUBURBS
7000 Monroe St.....................      60,362      0.22%      100%          1      ACQ
145 Tower Dr.......................      63,687      0.24%      100%          1      ACQ
MILWAUKEE COUNTY
6600 N. Industrial Rd..............     110,400      0.41%       42%          1      ACQ
RACINE COUNTY
1221 Grand View Pkwy...............      90,654      0.34%      100%          1      ACQ
OHIO
8877 Union Center Rd...............     856,768      3.19%      100%          1      ACQ
SUBTOTAL...........................   4,028,568     14.98%
                                     ----------    ------
AVERAGE............................     183,117
                                     ----------
PREVIOUSLY OWNED PROPERTIES
LAKE COUNTY
2339-41 Ernie Krueger Court........      54,450      0.20%      100%          1      BTS
620-630 Butterfield Road...........      24,237      0.09%      100%          1      BTS
1 Wildlife Way.....................      54,100      0.20%      100%          1      RDV
1700 Butterfield Road..............      60,000      0.22%      100%          1      ACQ
3145 Central Avenue (6)............     300,000      1.12%       51%          3      ACQ
28160 N Keith......................      77,924      0.29%      100%          1      ACQ
28618 N. Ballard...................      59,688      0.22%      100%          1      ACQ
N.E. COOK COUNTY
5990 Touhy Avenue..................     295,964      1.10%      100%          3      RDV
</TABLE>

                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                                  YEAR OF
                                                                 ORIGINAL
                                                               CONSTRUCTION/
                                                                   LAST
                                                               REDEVELOPMENT   ANNUALIZED     AVERAGE
                                                                  AND/OR       BASE RENT     RENT PER
PROPERTY ADDRESS                           CITY         STATE  EXPANSION (1)    REVENUE     SQ. FT. (2)
----------------                     -----------------  -----  -------------  ------------  -----------
<S>                                  <C>                <C>    <C>            <C>           <C>
N.W. COOK COUNTY
900 W. University Drive............  Arlington Heights  IL         1974            474,396      5.50
200 Champion Drive.................  Northlake          IL         1998            665,640      4.02
3450 W. Touhy (7)..................  Skokie             IL         1972            607,830      4.50
6800 N. McCormick (7)..............  Lincolnwood        IL         1955          1,141,656      3.38
100 W. Whitehall...................  Northlake          IL         1999          1,039,234      4.13
1555-9 N. Basswood.................  Shaumburg          IL         1984            200,844      6.06
3602 N. Kennicott..................  Arlington Heights  IL         1999            438,984      4.66
N. KANE COUNTY
825 Tollgate Road..................  Elgin              IL         1989            434,424      5.23
1575 Executive Drive...............  Elgin              IL         1980            150,995      4.86
CHICAGO O'HARE AREA
2743 Armstrong Court...............  Des Plaines        IL         1989            311,960      5.85
1520 Pratt Avenue..................  Elk Grove Village  IL         1968            250,440      4.00
1850 Greenleaf.....................  Elk Grove Village  IL         1965            269,907      4.60
1400 Busse Road....................  Elk Grove Village  IL         1975            712,003      4.80
1201 Lunt Avenue...................  Elk Grove Village  IL         1971             30,100      4.08
745 Birginal Road..................  Bensenville        IL         1974            505,164      4.46
2600 Elmhurst Road.................  Elk Grove Village  IL         1995            556,120      5.30
10601 Seymour Avenue (6)...........  Franklin Park      IL       1963/1970       3,167,344      4.68
850 Arthur Avenue..................  Elk Grove Village  IL       1971/1973         193,017      4.54
1100 Chase Avenue (7)..............  Elk Grove Village  IL       1980/1996         192,516      4.62
2553 North Edgington...............  Franklin Park      IL       1967/1995       1,057,374      3.85
875 Fargo Avenue...................  Elk Grove Village  IL         1980            445,188      5.40
1800 Bruning Drive.................  Itasca             IL       1975/1978       1,224,912      6.06
1501 Pratt Avenue..................  Elk Grove Village  IL         1973            606,432      3.99
400 North Wolf Road................  Northlake          IL       1956/1997       5,395,493      3.53
2801-2881 Busse Road...............  Elk Grove Village  IL         1997          1,129,710      4.50
2525 Busse Road....................  Elk Grove Village  IL         1975          3,631,033      4.09
2701-2781 Busse Road...............  Elk Grove Village  IL         1997          1,165,328      4.64
1951 Landmeier.....................  Elk Grove Village  IL         1967            236,640      5.64
1796 Sherwin.......................  Des Plaines        IL         1964            646,672      6.79
2021 Lunt Avenue (7)...............  Elk Grove          IL         1972            243,156      3.80
2121 Touhy Avenue (7)..............  Elk Grove          IL         1962            502,524      3.91
2001 S. Mt. Prospect Road (7)......  Des Plaines        IL         1980            649,648      3.91
755 Dillon Drive...................  Wood Dale          IL         1986            310,574      6.48
201 Oakton.........................  Des Plaines        IL         1984            713,733      4.46
O'Hare Express-Phase A-2...........  Chicago            IL         1997          1,146,440      9.48
O'Hare Express-Phase B-1...........  Chicago            IL         1997          2,254,820     13.13
110-190 Old Higgins Road...........  Des Plaines        IL         1980          1,311,182     10.90
2440 Pratt Ave.....................  Elk Grove Village  IL         1982            795,372      4.30
1100-40 W. Thorndale...............  Itasca             IL         1984            206,240      4.30
1020-50 W. Thorndale...............  Itasca             IL         1983            252,912      4.52
737 Fargo Ave. (7).................  Elk Grove Village  IL         1975            258,132      3.35
951 Fargo Ave. (7).................  Elk Grove Village  IL         1973            567,551      5.46
1500 W. Thorndale (7)..............  Itasca             IL         1991            195,480      7.85
18801 West Irving Park Drive.......  Chicago            IL         1999            781,884      4.22
O'Hare Express-Phase B-2...........  Chicago            IL         1999          1,929,816     12.58
NEAR WEST SUBURBS
3601 N Runge.......................  Franklin Park      IL       1962/1968         294,201      2.57
3400 N Powell......................  Franklin Park      IL       1961/1980         415,260      3.61
11140 W Addison....................  Franklin Park      IL       1961/1965         350,760      3.14
3434 N. Powell.....................  Franklin Park      IL       1960/1966         343,320      3.78

<CAPTION>

                                                              PERCENT
                                                  PERCENT      OF GLA
                                         GLA      OF TOTAL  LEASED AS OF  NO. OF   PROPERTY
PROPERTY ADDRESS                     SQ. FT. (3)  GLA (4)     12/31/00    TENANTS  TYPE (5)
----------------                     -----------  --------  ------------  -------  --------
<S>                                  <C>          <C>       <C>           <C>      <C>
N.W. COOK COUNTY
900 W. University Drive............      86,254      0.32%      100%          1      ACQ
200 Champion Drive.................     165,612      0.62%      100%          1      BTS
3450 W. Touhy (7)..................     135,172      0.50%      100%          2      ACQ
6800 N. McCormick (7)..............     338,000      1.26%      100%          1      ACQ
100 W. Whitehall...................     251,584      0.94%      100%          2      BTS
1555-9 N. Basswood.................      33,157      0.12%      100%          2      ACQ
3602 N. Kennicott..................      94,300      0.35%      100%          1      ACQ
N. KANE COUNTY
825 Tollgate Road..................      83,122      0.31%      100%          2      ACQ
1575 Executive Drive...............      31,050      0.12%      100%          1      ACQ
CHICAGO O'HARE AREA
2743 Armstrong Court...............      53,325      0.20%      100%          1      BTS
1520 Pratt Avenue..................      62,546      0.23%      100%          1      ACQ
1850 Greenleaf.....................      58,627      0.22%      100%          1      ACQ
1400 Busse Road....................     148,436      0.55%       93%         10      ACQ
1201 Lunt Avenue...................       7,380      0.03%      100%          1      ACQ
745 Birginal Road..................     113,266      0.42%      100%          1      ACQ
2600 Elmhurst Road.................     105,000      0.39%      100%          1      BTS
10601 Seymour Avenue (6)...........     677,000      2.52%      100%          3    ACQ/RDV
850 Arthur Avenue..................      42,490      0.16%      100%          1      ACQ
1100 Chase Avenue (7)..............      41,651      0.15%      100%          1      ACQ
2553 North Edgington...............     274,303      1.02%       89%          4      ACQ
875 Fargo Avenue...................      82,368      0.31%      100%          1      ACQ
1800 Bruning Drive.................     202,000      0.75%      100%          1      ACQ
1501 Pratt Avenue..................     151,900      0.56%      100%          2      ACQ
400 North Wolf Road................   1,527,593      5.67%      100%          4      ACQ
2801-2881 Busse Road...............     251,076      0.93%      100%          2      BTS
2525 Busse Road....................     888,335      3.30%       80%          9      ACQ
2701-2781 Busse Road...............     251,076      0.93%      100%          2      BTS
1951 Landmeier.....................      41,976      0.16%      100%          2      ACQ
1796 Sherwin.......................      95,220      0.35%      100%          2      ACQ
2021 Lunt Avenue (7)...............      64,000      0.24%      100%          1      ACQ
2121 Touhy Avenue (7)..............     128,600      0.48%      100%          1      ACQ
2001 S. Mt. Prospect Road (7)......     166,220      0.62%      100%          1      ACQ
755 Dillon Drive...................      47,928      0.18%      100%          1      ACQ
201 Oakton.........................     160,102      0.60%      100%          3      ACQ
O'Hare Express-Phase A-2...........     120,971      0.45%      100%          2      BTS
O'Hare Express-Phase B-1...........     171,685      0.64%      100%          1      BTS
110-190 Old Higgins Road...........     120,292      0.45%      100%          5      ACQ
2440 Pratt Ave.....................     184,902      0.69%      100%          1      ACQ
1100-40 W. Thorndale...............      48,000      0.18%      100%          1      ACQ
1020-50 W. Thorndale...............      56,000      0.21%      100%          1      ACQ
737 Fargo Ave. (7).................      77,015      0.29%      100%          1      ACQ
951 Fargo Ave. (7).................     103,987      0.39%      100%          1      ACQ
1500 W. Thorndale (7)..............      24,902      0.09%      100%          1      ACQ
18801 West Irving Park Drive.......     185,280      0.69%      100%          1      BTS
O'Hare Express-Phase B-2...........     153,345      0.57%      100%          2      BTS
NEAR WEST SUBURBS
3601 N Runge.......................     114,266      0.42%      100%          1      ACQ
3400 N Powell......................     115,097      0.43%      100%          1      ACQ
11140 W Addison....................     111,588      0.42%      100%          1      ACQ
3434 N. Powell.....................      90,760      0.34%      100%          1      ACQ
</TABLE>

                                       11
<PAGE>
<TABLE>
<CAPTION>
                                                                  YEAR OF
                                                                 ORIGINAL
                                                               CONSTRUCTION/
                                                                   LAST
                                                               REDEVELOPMENT   ANNUALIZED     AVERAGE
                                                                  AND/OR       BASE RENT     RENT PER
PROPERTY ADDRESS                           CITY         STATE  EXPANSION (1)    REVENUE     SQ. FT. (2)
----------------                     -----------------  -----  -------------  ------------  -----------
<S>                                  <C>                <C>    <C>            <C>           <C>
1999 N Ruby........................  Melrose Park       IL       1952/1962         282,585      2.62
11550 W. King......................  Franklin Park      IL         1963            205,992      3.00
317 W. Lake Street.................  Northlake          IL         1972          1,571,136      5.17
7525 Industrial Dr.................  Forest Park        IL         1974            174,936      3.50
WEST SUBURBS
425 N. Villa Ave...................  Villa Park         IL         1996            141,840     13.40
CENTRAL KANE/N. DUPAGE
425 South 37th Avenue (7)..........  St. Charles        IL         1975            423,648      4.11
1030 Fabyan Parkway................  Batavia            IL         1978            714,133      3.36
245 E. North Ave. (7)..............  Carol Stream       IL         1967          1,054,704      2.86
22 W 760 Poss St...................  Glen Ellyn         IL         1964             99,122      8.42
1000 Swanson Dr....................  Batavia            IL         1990            165,200     15.58
1705-75 Hubbard Dr.................  Batavia            IL         1985            131,687      3.57
900 Paramount Pkway................  Batavia            IL         1986            104,784      2.79
918 Paramount Pkway................  Batavia            IL         1987             36,300      3.67
902 Paramount Pkway................  Batavia            IL         1987             71,910      4.65
950 Paramount Pkway................  Batavia            IL         1987             52,626      3.40
934 Paramount Pkway................  Batavia            IL         1987             60,976      6.16
1324-40 Paramount Pkway............  Batavia            IL         1992            122,175      4.53
FAR WEST SUBURBS
720 Frontenac......................  Naperville         IL         1991            570,456      3.32
820 Frontenac......................  Naperville         IL         1988            520,249      3.39
1120 Frontenac.....................  Naperville         IL       1980/1994         578,916      3.76
1510 Frontenac.....................  Naperville         IL         1986            370,284      3.53
1020 Frontenac.....................  Naperville         IL         1980            311,084      3.12
1560 Frontenac.....................  Naperville         IL         1987            305,268      3.57
920 Frontenac......................  Naperville         IL         1987            438,404      3.62
1250 Carolina Drive................  West Chicago       IL         1988            533,250      3.56
825-845 Hawthorne Lane (6).........  West Chicago       IL         1974            589,422      3.71
16400 West 103rd Street (7)........  Lemont             IL       1983/1995         301,842      4.75
1 Allsteel Drive (7)...............  Aurora             IL         1960          2,361,275      2.34
2727 West Diehl Road...............  Naperville         IL         1997          2,047,896      4.65
9714 S. Rt 69......................  Naperville         IL         1988            165,200     19.67
SOUTHWEST SUBURBS
5619-25 West 115th Street..........  Alsip              IL         1974          1,792,522      4.52
6600 River Road....................  Hodgkins           IL         1968          1,592,340      2.53
6464 West 51st Street..............  Forest View        IL         1973            637,645      3.06
6500 West 51st Street..............  Forest View        IL         1975            545,375      2.94
7447 South Central Avenue..........  Bedford Park       IL         1975            364,800      3.09
7525 South Sayre...................  Bedford Park       IL         1981            540,300      4.39
11701 South Central Avenue.........  Alsip              IL         1970            985,992      3.32
11601 South Central Avenue.........  Alsip              IL         1970            743,029      2.87
7633 S. Sayre......................  Bedford Park       IL         1968            100,260      7.14
7201 S. Lemington..................  Bedford Park       IL         1958            360,000      3.37
7200 S. Mason......................  Bedford Park       IL         1974            639,180      3.08
6000 W. 73rd.......................  Bedford Park       IL         1974            426,420      2.88
7400 S. Narragansett Ave (6).......  Bedford Park       IL         1976            536,388      3.07
6751-55 South Sayre Avenue.........  Bedford Park       IL         1974            704,316      2.90
11801 S. Central...................  Alsip              IL         1985            853,152      3.00
9550 W. 55th Street................  McCook             IL         1999            995,698      5.99
6110 East Ave......................  Hodgkins           IL         1979            133,644     18.57
10047 Virginia Ave.................  Chicago Ridge      IL         1994            141,770      4.00

<CAPTION>

                                                              PERCENT
                                                  PERCENT      OF GLA
                                         GLA      OF TOTAL  LEASED AS OF  NO. OF   PROPERTY
PROPERTY ADDRESS                     SQ. FT. (3)  GLA (4)     12/31/00    TENANTS  TYPE (5)
----------------                     -----------  --------  ------------  -------  --------
<S>                                  <C>          <C>       <C>           <C>      <C>
1999 N Ruby........................     107,852      0.40%      100%          1      ACQ
11550 W. King......................      68,663      0.26%      100%          1      ACQ
317 W. Lake Street.................     303,935      1.13%      100%          2      ACQ
7525 Industrial Dr.................      49,980      0.19%      100%          1      ACQ
WEST SUBURBS
425 N. Villa Ave...................      10,585      0.04%      100%          1      ACQ
CENTRAL KANE/N. DUPAGE
425 South 37th Avenue (7)..........     103,106      0.38%      100%          1      ACQ
1030 Fabyan Parkway................     212,728      0.79%      100%          1      ACQ
245 E. North Ave. (7)..............     368,215      1.37%      100%          2      ACQ
22 W 760 Poss St...................      11,776      0.04%      100%          1      ACQ
1000 Swanson Dr....................      10,600      0.04%      100%          1      ACQ
1705-75 Hubbard Dr.................      36,928      0.14%       47%          3      ACQ
900 Paramount Pkway................      37,500      0.14%      100%          3      ACQ
918 Paramount Pkway................       9,900      0.04%      100%          1      ACQ
902 Paramount Pkway................      15,480      0.06%      100%          2      ACQ
950 Paramount Pkway................      15,480      0.06%      100%          2      ACQ
934 Paramount Pkway................       9,900      0.04%      100%          1      ACQ
1324-40 Paramount Pkway............      27,000      0.10%      100%          1      ACQ
FAR WEST SUBURBS
720 Frontenac......................     171,935      0.64%       64%          1      ACQ
820 Frontenac......................     153,604      0.57%      100%          1      ACQ
1120 Frontenac.....................     153,902      0.57%      100%          1      ACQ
1510 Frontenac.....................     104,886      0.39%      100%          1      ACQ
1020 Frontenac.....................      99,684      0.37%      100%          1      ACQ
1560 Frontenac.....................      85,608      0.32%       35%          1      ACQ
920 Frontenac......................     121,200      0.45%      100%          1      ACQ
1250 Carolina Drive................     150,000      0.56%      100%          1      BTS
825-845 Hawthorne Lane (6).........     158,772      0.59%      100%          5      ACQ
16400 West 103rd Street (7)........      63,612      0.24%      100%          1      ACQ
1 Allsteel Drive (7)...............   1,008,120      3.75%       84%          2      ACQ
2727 West Diehl Road...............     440,343      1.64%      100%          1      BTS
9714 S. Rt 69......................       8,400      0.03%      100%          1      ACQ
SOUTHWEST SUBURBS
5619-25 West 115th Street..........     396,979      1.48%      100%          4      RDV
6600 River Road....................     630,410      2.34%      100%          1      ACQ
6464 West 51st Street..............     208,713      0.78%       94%          4      ACQ
6500 West 51st Street..............     185,295      0.69%      100%          1      ACQ
7447 South Central Avenue..........     118,218      0.44%      100%          1      ACQ
7525 South Sayre...................     123,178      0.46%      100%          2      ACQ
11701 South Central Avenue.........     297,207      1.11%      100%          2      ACQ
11601 South Central Avenue.........     259,000      0.96%      100%          1      ACQ
7633 S. Sayre......................      14,039      0.05%      100%          1      ACQ
7201 S. Lemington..................     106,800      0.40%      100%          1      ACQ
7200 S. Mason......................     207,345      0.77%      100%          1      ACQ
6000 W. 73rd.......................     148,091      0.55%      100%          2      ACQ
7400 S. Narragansett Ave (6).......     174,720      0.65%      100%          1      ACQ
6751-55 South Sayre Avenue.........     242,690      0.90%      100%          1      ACQ
11801 S. Central...................     284,386      1.06%      100%          1      ACQ
9550 W. 55th Street................     166,320      0.62%      100%          4      ACQ
6110 East Ave......................       7,198      0.03%      100%          1      ACQ
10047 Virginia Ave.................      35,450      0.13%      100%          2      ACQ
</TABLE>

                                       12
<PAGE>
<TABLE>
<CAPTION>
                                                                  YEAR OF
                                                                 ORIGINAL
                                                               CONSTRUCTION/
                                                                   LAST
                                                               REDEVELOPMENT   ANNUALIZED     AVERAGE
                                                                  AND/OR       BASE RENT     RENT PER
PROPERTY ADDRESS                           CITY         STATE  EXPANSION (1)    REVENUE     SQ. FT. (2)
----------------                     -----------------  -----  -------------  ------------  -----------
<S>                                  <C>                <C>    <C>            <C>           <C>
CHICAGO SOUTH
900 East 103rd Street..............  Chicago            IL       1910/1990       2,175,966      3.78
3133 East 106th (6)................  Chicago            IL         1971            300,276      3.75
4400 South Kolmar (6)..............  Chicago            IL         1966            241,622      2.63
SOUTH SUBURBS
21399 Torrence Avenue..............  Sauk Village       IL         1987            801,048      2.15
2601 Bond Street...................  University Park    IL         1975            204,000      3.19
16951 St. Street...................  South Holland      IL         1983            182,844      8.09
1336 W. New Monee Rd...............  Crete              IL         1974             21,012      2.16
FAR S.W. SUBURBS
1319 Marquette Drive...............  Romeoville         IL         1990            276,014      7.59
1355 Enterprise Drive (6)..........  Romeoville         IL         1980            240,288      1.97
2301 North Route 30................  Plainfield         IL         1972            903,089      3.19
250 W. 63rd St.....................  Westmont           IL         1967            157,596     15.39
1243 Naperville Dr.................  Romeoville         IL         1994            389,158      5.29
1200-24 Independence Blvd..........  Romoeville         IL         1983            224,400      5.24
1277 Naperville Dr.................  Romeoville         IL         1992            137,556      5.09
1265 Naperville Dr.................  Romeoville         IL         1996            329,180      4.49
1287 Naperville Dr.................  Romeoville         IL         1997            320,164      4.64
MCHENRY COUNTY
875 Diggins Rd. (7)................  Harvard            IL         1952            448,380      3.55
N.W. INDIANA
425 West 151st Street..............  East Chicago       IN       1913/1991       1,069,765      3.06
201 Mississippi Street.............  Gary               IN       1945/1988       4,005,130      3.81
1827 North Bendix Drive (6)........  South Bend         IN       1964/1990         570,757      2.86
101 45th Street....................  Munster            IN         1991          1,266,387      3.62
MILWAUKEE COUNTY
7501 North 81st Street.............  Milwaukee          WI         1987            680,640      3.70
2003-2201 S. 114th Street..........  West Allis         WI         1965            684,516      2.81
1475 S. 101st......................  West Allis         WI         1969            205,873      4.38
4700 Ironwood Drive................  Franklin           WI         1998            418,884      3.40
5521 Mill Road.....................  Milwaukee          WI         1960            130,920      2.95
70th & Washington..................  West Allis         WI         1999            499,425      4.40
11000 Silver Springs Rd. (7).......  Milwaukee          WI         1968            548,353      4.30
3511 W. Green Tree.................  Milwaukee          WI       1969/1971         390,000      2.26
Richards & Vienna..................  Milwaukee          WI         1999            535,224      4.60
KENOSHA COUNTY
8901 102nd Street..................  Pleasant Prairie   WI         1990            649,536      6.15
8200 100th Street..................  Pleasant Prairie   WI         1990            568,356      3.83
RACINE COUNTY
1333 Grandview Drive...............  Yorkville          WI         1997            796,572      3.79
SUBTOTAL...........................                                           $ 91,704,709
AVERAGE............................                                                           $ 4.01
GRAND TOTAL ALL WAREHOUSE/INDUSTRIAL PROPERTIES..............                 $107,925,058
AVERAGE ALL WAREHOUSE/INDUSTRIAL PROPERTIES (8)..............                                 $ 4.01
GRAND TOTAL ALL WAREHOUSE/INDUSTRIAL PROPERTIES ON THE REIT
  EXCLUDING REDEVELOPMENTS AT 12/31/2000.....................                 $106,816,158
AVERAGE ALL WAREHOUSE/INDUSTRIAL PROPERTIES ON THE REIT
  EXCLUDING REDEVELOPMENTS AT 12/31/2000.....................                                 $ 4.01

<CAPTION>

                                                              PERCENT
                                                  PERCENT      OF GLA
                                         GLA      OF TOTAL  LEASED AS OF  NO. OF   PROPERTY
PROPERTY ADDRESS                     SQ. FT. (3)  GLA (4)     12/31/00    TENANTS  TYPE (5)
----------------                     -----------  --------  ------------  -------  --------
<S>                                  <C>          <C>       <C>           <C>      <C>
CHICAGO SOUTH
900 East 103rd Street..............     575,462      2.14%       94%          7      RDV
3133 East 106th (6)................      80,076      0.30%      100%          1      ACQ
4400 South Kolmar (6)..............      92,000      0.34%      100%          1      ACQ
SOUTH SUBURBS
21399 Torrence Avenue..............     372,835      1.39%      100%          1      ACQ
2601 Bond Street...................      64,000      0.24%      100%          1      ACQ
16951 St. Street...................      22,615      0.08%      100%          3      ACQ
1336 W. New Monee Rd...............       9,720      0.04%      100%          1      ACQ
FAR S.W. SUBURBS
1319 Marquette Drive...............      36,349      0.14%      100%          1      BTS
1355 Enterprise Drive (6)..........     122,100      0.45%      100%          1      ACQ
2301 North Route 30................     282,679      1.05%       96%          2      ACQ
250 W. 63rd St.....................      10,240      0.04%      100%          1      ACQ
1243 Naperville Dr.................      73,600      0.27%      100%          5      ACQ
1200-24 Independence Blvd..........      42,804      0.16%      100%          1      ACQ
1277 Naperville Dr.................      27,000      0.10%       55%          3      ACQ
1265 Naperville Dr.................      73,385      0.27%      100%          2      ACQ
1287 Naperville Dr.................      69,000      0.26%      100%          3      ACQ
MCHENRY COUNTY
875 Diggins Rd. (7)................     126,304      0.47%      100%          1      ACQ
N.W. INDIANA
425 West 151st Street..............     349,236      1.30%       88%          5      RDV
201 Mississippi Street.............   1,052,173      3.90%       89%         13      RDV
1827 North Bendix Drive (6)........     199,730      0.74%      100%          1      ACQ
101 45th Street....................     350,133      1.30%      100%          1      ACQ
MILWAUKEE COUNTY
7501 North 81st Street.............     183,958      0.68%      100%          1      ACQ
2003-2201 S. 114th Street..........     243,350      0.91%      100%          2      ACQ
1475 S. 101st......................      46,973      0.17%      100%          1      ACQ
4700 Ironwood Drive................     123,200      0.46%      100%          1      BTS
5521 Mill Road.....................      44,435      0.17%       81%          2      ACQ
70th & Washington..................     113,400      0.42%      100%          1      ACQ
11000 Silver Springs Rd. (7).......     127,400      0.47%      100%          1      ACQ
3511 W. Green Tree.................     172,650      0.64%      100%          2      ACQ
Richards & Vienna..................     116,354      0.43%      100%          1      ACQ
KENOSHA COUNTY
8901 102nd Street..................     105,637      0.39%      100%          1      ACQ
8200 100th Street..................     148,472      0.55%      100%          1      ACQ
RACINE COUNTY
1333 Grandview Drive...............     210,000      0.78%      100%          1      ACQ
SUBTOTAL...........................  22,858,125     85.02%
                                     ----------
AVERAGE............................     165,639      0.62%
                                     ----------
GRAND TOTAL ALL WAREHOUSE/INDUSTRIA  26,886,693    100.00%                  276
                                     ----------
AVERAGE ALL WAREHOUSE/INDUSTRIAL PR     168,042                  95%
                                     ----------

GRAND TOTAL ALL WAREHOUSE/INDUSTRIA
  EXCLUDING REDEVELOPMENTS AT 12/31  26,621,384                  96%
                                     ----------

AVERAGE ALL WAREHOUSE/INDUSTRIAL PR
  EXCLUDING REDEVELOPMENTS AT 12/31     167,430
                                     ----------
</TABLE>

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

(1) The first year is the year of original construction. The second date, where
    applicable, is the year of last redevelopment and/or expansion.

(2) Determined by dividing annualized base rent revenue by GLA.

(3) "GLA" means gross leasable area.

                                       13
<PAGE>
(4) Determined as a percent of the total GLA for the warehouse/industrial
    properties.

(5) ACQ refers to an existing leased property acquired by the Company, BTS
    refers to a build-to-suit property and RDV refers to a redevelopment
    property.

(6) Properties purchased through a sale-leaseback to the previous owner have no
    operating history relevant to third party usage.

(7) Properties purchased from an owner occupant have no prior operating history
    relevant to third party usage.

(8) Average size equals total GLA divided by the number of warehouse/industrial
    properties.

                                       14
<PAGE>
    As mentioned above, the Company's unconsolidated subsidiary also owns ten
operating warehouse/industrial properties with ten tenants as of December 31,
2000. Those properties are summarized below:

<TABLE>
<CAPTION>
                                                                           SQUARE
PROPERTY ADDRESS                                 CITY           STATE     FOOTAGE
----------------                           -----------------   --------   --------
<S>                                        <C>                 <C>        <C>
250 Mannheim Road........................  Hillside            IL         182,122
155 Old Higgins Road.....................  Elk Grove Village   IL         103,090
6333 West Douglas........................  Milwaukee           WI          25,607
9500 W. 55th Street......................  McCook              IL         201,550
1014 Profile Road........................  Bethlehem           OH          84,000
2800 Henkle Drive........................  Lebanon             OH         131,150
251 North Main Street....................  Freeport            NY          12,040
8775 Zionsville Road.....................  Indianapolis        IN           5,760
3620 Swenson Avenue......................  St. Charles         IL          44,457
7750 Industrial Drive....................  Forest Park         IL          77,330
                                                                          -------
                                                                          867,106
                                                                          =======
</TABLE>

LEASE EXPIRATIONS

    The following table shows as of December 31, 2000 scheduled lease
expirations for the Company's warehouse/industrial properties commencing
January 1, 2001 and for the next ten years, assuming that no tenants exercise
renewal options:

<TABLE>
<CAPTION>
                                                                         AVERAGE     % OF TOTAL
                                                                        BASE RENT    PROPERTIES     % OF 2000
                                             GLA OF      ANNUALIZED    PER SQ. FT.       GLA        BASE RENT
                                  NO. OF    EXPIRING     BASE RENT        UNDER      REPRESENTED   REPRESENTED
                                  LEASES     LEASES       EXPIRING      EXPIRING     BY EXPIRING   BY EXPIRING
YEAR ENDING DECEMBER 31          EXPIRING   (SQ. FT.)      LEASES        LEASES        LEASES        LEASES
-----------------------          --------   ---------   ------------   -----------   -----------   -----------
<S>                              <C>        <C>         <C>            <C>           <C>           <C>
2001...........................     60      3,121,590   $11,231,507       $3.60         11.61%        10.41%
2002...........................     47      4,078,576    13,681,116        3.35         15.17%        12.68%
2003...........................     44      2,648,095    11,180,015        4.22          9.85%        10.36%
2004...........................     31      3,726,876    13,706,487        3.68         13.86%        12.70%
2005...........................     30      2,445,590     8,556,634        3.50          9.10%         7.93%
2006...........................     28      2,626,751     9,789,767        3.73          9.77%         9.07%
2007...........................     12      1,058,603     6,174,771        5.83          3.94%         5.72%
2008...........................     13      1,570,869     6,540,438        4.16          5.84%         6.06%
2009...........................     12      1,273,672     7,250,344        5.69          4.74%         6.72%
2010...........................     10        986,689     3,708,539        3.76          3.67%         3.44%
</TABLE>

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:

    - 8901 102nd Street, Pleasant Prairie, Wisconsin is subject to an option to
      purchase exercisable on February 28, 2006 at a purchase price equal to 95%
      of "fair market value," determined by the average of three independent
      appraisals.

    - 2600 Elmhurst Road, Elk Grove Village, Illinois is subject to an option
      exercisable on or before July 31, 2000 to purchase the premises during
      January of 2001 for a purchase price of $5,265,000.

                                       15
<PAGE>
    - 21399 Torrence Avenue, Sauk Village, Illinois is subject to an option
      exercisable on or between December 31, 2000 and May 31, 2002 to purchase
      the property on November 30, 2002 for $9,314,500.

    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). 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 those 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, at the
REIT level, three retail properties having approximately 61,183 square feet of
GLA, two office buildings having approximately 94,000 square feet of GLA in
which the offices of the management company use approximately 48,000 square feet
of one of the properties and the remaining portion is leased, one 682-unit
apartment complex located at 440 North Lake Street, Miller, Indiana and known as
Lakeshore Dunes Apartments, and two fully leased 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. The
Company also has investments in two uncompleted build-to-suit properties, one of
which is a 59,250 square foot two story office expansion on an existing office
property and the other is the initial phase of the approximately 2,000 acre
development at the former Joliet Arsenal. The Company also owns two stand alone
land parcels totaling 20.53 acres.

                                       16
<PAGE>
    The following table sets forth certain information regarding the Company's
retail properties:
<TABLE>
<CAPTION>
                                                                                        PERCENT
                               YEAR OF                                                    OF
                            ACQUISITION/                                  PERCENT         GLA                      AVERAGE
                                LAST            YEAR OF         TOTAL        OF         LEASED                       RENT
                            REDEVELOPMENT       ORIGINAL         GLA       TOTAL         AS OF       ANNUALIZED      PER
                                 OF          CONSTRUCTION/    (SQ. FT.)     GLA      DECEMBER 31,     BASE RENT    SQ. FT.
                            EXPANSION (1)      EXPANSION         (2)        (3)          2000          REVENUE       (4)
                           ---------------   --------------   ---------   --------   -------------   -----------   --------
<S>                        <C>               <C>              <C>         <C>        <C>             <C>           <C>
4-48 Barring Rd.
Streamwood, IL...........          1994           1991          38,633      63.1%         79.7%       $433,969      $11.23
84-120 McHenry Rd.
Wheeling, IL.............     1990/1993           1989          20,535      33.6%         81.7%        294,199       14.33
351 North Rohlwing Rd.
Itasca, IL...............          1993           1989           2,015       3.3%        100.0%         78,303       38.86
                                                               -------     -----                      --------      ------
TOTAL....................                                       61,183     100.0%                     $806,471      $13.18
                                                               =======     =====                      ========      ======

<CAPTION>

                            NUMBER
                              OF
                           TENANTS
                           --------
<S>                        <C>
4-48 Barring Rd.
Streamwood, IL...........     11
84-120 McHenry Rd.
Wheeling, IL.............      7
351 North Rohlwing Rd.
Itasca, IL...............      1
                              --
TOTAL....................     19
                              ==
</TABLE>

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

(1) First date is year of acquisition; second date is year of most recent
    redevelopment or expansion. If only one date appears, it is the acquisition
    date; the property has not been redeveloped or expanded.

(2) "GLA" means gross leasable area.

(3) Determined as a percent of the total GLA for the retail properties.

(4) Determined by dividing annualized base rent revenue by GLA.

    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, 2000 scheduled lease
expirations for the retail properties commencing January 1, 2001, through lease
expiration, assuming no tenants exercise renewal options.

<TABLE>
<CAPTION>
                                   GLA OF     ANNUALIZED                       % OF TOTAL OFFICE   % OF 2000 OFFICE
                        NO. OF    EXPIRING    BASE RENT    AVERAGE BASE RENT    PROPERTIES GLA        BASE RENT
YEAR ENDING             LEASES     LEASES      EXPIRING    PER SQ. FT. UNDER    REPRESENTED BY      REPRESENTED BY
DECEMBER 31            EXPIRING   (SQ. FT.)     LEASES      EXPIRING LEASES     EXPIRING LEASES    EXPIRING LEASES
-----------            --------   ---------   ----------   -----------------   -----------------   ----------------
<S>                    <C>        <C>         <C>          <C>                 <C>                 <C>
2001.................     5         10,940     $117,747          $10.76              17.88%             16.67%
2002.................     2          3,937       68,348           17.36               6.43%              9.67%
2003.................     2          6,546       68,802           10.51              10.70%              9.74%
2004.................     1          2,614       44,568           17.05               4.27%              6.31%
2005.................     5         14,234      295,576           20.77              23.26%             41.83%
2006.................     3          9,650      133,128           13.80              15.77%             18.84%
2007.................     0              0            0               0                  0%                 0%
2008.................     0              0            0               0                  0%                 0%
2009.................     1          2,015       78,303           38.86               3.29%             11.08%
</TABLE>

                                       17
<PAGE>
    The following table sets forth certain information regarding the Company's
office properties:
<TABLE>
<CAPTION>
                                                                                        PERCENT
                               YEAR OF                                                    OF
                            ACQUISITION/                                  PERCENT         GLA                      AVERAGE
                                LAST            YEAR OF         TOTAL        OF         LEASED                       RENT
                            REDEVELOPMENT       ORIGINAL         GLA       TOTAL         AS OF       ANNUALIZED      PER
                                 OF          CONSTRUCTION/    (SQ. FT.)     GLA      DECEMBER 31,     BASE RENT    SQ. FT.
                            EXPANSION (1)      EXPANSION         (2)        (3)          2000          REVENUE       (4)
                           ---------------   --------------   ---------   --------   -------------   -----------   --------
<S>                        <C>               <C>              <C>         <C>        <C>             <C>           <C>
9700 Touhy Avenue
Niles, IL................          2000           1991         267,344      74.0%        100.0%      $6,656,867     $24.90
1808 Swift Drive
Oak Brook, IL (5)........     1997/1998           1989          94,000      26.0%        100.0%         447,830       9.74

TOTAL (5)................                                      361,344     100.0%                    $7,104,697     $22.67
                                                               =======     =====                     ==========     ======

<CAPTION>

                            NUMBER
                              OF
                           TENANTS
                           --------
<S>                        <C>
9700 Touhy Avenue
Niles, IL................      1
1808 Swift Drive
Oak Brook, IL (5)........      2
                              --
TOTAL (5)................      3
                              ==
</TABLE>

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

(1) First date is year of acquisition; second date is year of most recent
    redevelopment or expansion. If only one date appears, it is the acquisition
    date; the property has not been redeveloped or expanded.

(2) "GLA" means gross leasable area.

(3) Determined as a percent of the total GLA for the retail properties.

(4) Determined by dividing annualized base rent revenue by GLA.

(5) This office property is leased to one tenant for 46,000 square feet and also
    houses the offices of the management company for 48,000 square feet. The
    annualized base rent revenue and average rent per square foot are presented
    for the occupied 46,000 square feet only. Also, the total average rent per
    square foot is presented including the occupied 46,000 square feet only.

    The tenants of the Company's office properties are also tenants of the
Company in warehouse/ industrial space. The Company has become a landlord for
these office properties through the relationship that was already established
with these tenants.

    The following table shows as of December 31, 2000 scheduled lease
expirations for the office properties commencing January 1, 2001, through lease
expiration, assuming no tenants exercise renewal options. This table excludes
the offices of the management company.

<TABLE>
<CAPTION>
                                   GLA OF     ANNUALIZED                       % OF TOTAL OFFICE   % OF 2000 OFFICE
                        NO. OF    EXPIRING    BASE RENT    AVERAGE BASE RENT    PROPERTIES GLA        BASE RENT
YEAR ENDING             LEASES     LEASES      EXPIRING    PER SQ. FT. UNDER    REPRESENTED BY      REPRESENTED BY
DECEMBER 31            EXPIRING   (SQ. FT.)     LEASES      EXPIRING LEASES     EXPIRING LEASES    EXPIRING LEASES
-----------            --------   ---------   ----------   -----------------   -----------------   ----------------
<S>                    <C>        <C>         <C>          <C>                 <C>                 <C>
2010.................     1         46,000    $  555,793         $12.08               12.7%               7.8%
2015.................     1        267,344    10,371,204          38.79               74.0%             146.0%
</TABLE>

    Lakeshore Dunes Apartments, which was completed in 1971 and renovated
between 1991 and September, 1993 is 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. The property is bordered by
the Indiana Dunes National Park and by the Calumet Lagoon and is less than
one-half mile from public beaches. Amenities of the complex include redesigned
units with updated kitchens and appliances, carpeting, lighting, windows and
mini-blinds, bathrooms and fixtures, elevators, laundry rooms, play lots, tennis
courts, picnic areas, a new outdoor pool, roads, parking areas, landscaping and
a 24-hour safety patrol and card access system. The community center also serves
as the management and leasing office. The Company maintains a complete
management, leasing and maintenance team at the property.

    As of December 31, 2000, 632 of the units, or 92.7%, were leased and
occupied, providing for a monthly base rent of approximately $327,420 or an
annualized base rent of $3.9 million. Current leases provide for customary one
year terms and require that tenants pay a fixed rent based on the

                                       18
<PAGE>
type of apartment and square footage. Tenants are responsible for utilities. The
following table sets forth the apartment mix at this property as of
December 31, 2000:

<TABLE>
<CAPTION>
                                    NUMBER OF UNITS   TOTAL GLA     AVERAGE GLA PER     AVERAGE MONTHLY
TYPE OF APARTMENT                     IN COMPLEX      (SQ. FT.)   APARTMENT (SQ. FT.)    RENT PER UNIT
-----------------                   ---------------   ---------   -------------------   ---------------
<S>                                 <C>               <C>         <C>                   <C>
Studio............................         48           20,208            421                $389
One Bedroom.......................        171           99,009            579                 471
Deluxe One Bedroom................         43           29,283            681                 482
Two Bedroom.......................        390          308,100            790                 546
Three Bedroom.....................         30           28,500            950                 679
                                          ---          -------
TOTALS:...........................        682          485,100
                                          ===          =======
</TABLE>

    This property was sold on January 24, 2001. Refer to "Subsequent
Transactions" under Item 1 above for further details.

    As of the end of 2000, the Company owned two parking lots within industrial
parks. The first parking lot, purchased in 1996, is leased through January 2006
for an annual minimum rent of $26,400. The second parking lot, purchased in
1999, is leased through 2002 for a current annual minimum rent of $41,605.

ITEM 3. LEGAL PROCEEDINGS.

    The Company is not subject to or involved in, nor is the Company aware of,
any pending or threatened litigation which could 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.

                                       19
<PAGE>
                                    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.

<TABLE>
<CAPTION>
                                                                                                 CASH
QUARTERLY PERIOD ENDING                                          HIGH           LOW       DISTRIBUTION/SHARE
-----------------------                                       -----------   -----------   ------------------
<S>                                                           <C>           <C>           <C>
March 31, 1999..............................................  34 1/16       31 1/16              0.475
June 30, 1999...............................................  37 5/8        31 1/4               0.475
September 30, 1999..........................................  37 1/4        31 3/8               0.475
December 31, 1999...........................................  36 3/8        31 3/4               0.475
March 31, 2000..............................................  38            34 5/16             0.5025
June 30, 2000...............................................  40 3/4        35 5/8              0.5025
September 30, 2000..........................................  46 1/4        40 1/2              0.5025
December 31, 2000...........................................  47 13/16      43 13/16            0.5025
</TABLE>

    (b) As of March 12, 2001, there were approximately 139 holders of record of
the Company's common shares.

    (c) The Company paid dividends on Class B common shares in 1999 of $1.80 per
share. Also, all class B common shares were converted into common shares in
1999.

    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 and (iii) restrictions under
certain covenants of the Company's unsecured credit facility led by Bank One,
Lead Arranger and Administrative Agent.

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.

                                       20
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
                       SELECTED HISTORICAL FINANCIAL DATA
   (IN THOUSANDS, EXCEPT FOR PER SHARE DATA, RATIOS AND NUMBER OF PROPERTIES)

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                         -----------------------------------------------------------
                                                            2000         1999        1998        1997        1996
                                                         ----------   ----------   ---------   ---------   ---------
<S>                                                      <C>          <C>          <C>         <C>         <C>
Operating Data:
  Revenues.............................................  $  158,479   $  138,936   $107,226    $ 85,588    $ 63,330

Expenses:
  Operating expenses excluding depreciation and
    amortization (1)...................................     (52,137)     (41,185)   (35,700)    (29,182)    (20,751)
  Depreciation and other amortization..................     (32,954)     (27,351)   (21,418)    (15,278)    (10,648)
  General and administrative...........................      (4,812)      (4,258)    (4,041)     (3,105)     (2,567)
  Interest expense:
    Interest incurred, net.............................     (30,976)     (19,954)   (13,659)    (10,071)     (9,865)
    Amortization of deferred financing costs...........      (2,155)      (1,905)    (1,817)       (800)     (1,127)
                                                         ----------   ----------   --------    --------    --------
  Operating income.....................................      35,445       44,283     30,591      27,152      18,372
    Gain on real estate................................      19,228        5,086      1,672
    Other income (expense) (2).........................          13          (27)       (15)        108        (100)
                                                         ----------   ----------   --------    --------    --------
  Income before extraordinary item.....................      54,686       49,342     32,248      27,260      18,272
    Extraordinary item.................................                     (582)                            (3,331)
                                                         ----------   ----------   --------    --------    --------
  Net income...........................................      54,686       48,760     32,248      27,260      14,941
  Preferred dividend...................................     (10,105)      (8,318)    (6,360)       (901)       (947)
                                                         ----------   ----------   --------    --------    --------
  Net income available to common shareholders..........      44,581       40,442     25,888      26,359      13,994

  Per share net income available to common Shareholders
    before extraordinary item:
    Basic..............................................        2.13         2.02       1.30        1.41        1.25
    Diluted............................................        2.09         1.99       1.29        1.39        1.22

  Per share net income available to common
    Shareholders:
    Basic..............................................        2.13         1.99       1.30        1.41        1.01
    Diluted............................................        2.09         1.96       1.29        1.39        0.99

Balance Sheet Data (End of Period):
  Investment in real estate (before accumulated
    depreciation and amortization).....................  $1,084,812   $  971,897   $768,857    $662,275    $429,034
  Real estate held for sale, net of depreciation.......      17,277
  Net investment in real estate........................   1,003,133      886,489    706,600     617,923     398,828
  Total assets.........................................   1,155,235    1,083,427    817,606     699,055     451,206
  Total debt...........................................     547,744      554,348    364,718     270,735     177,349
  Shareholders' equity.................................     534,386      466,604    407,459     387,756     248,114
Other Data:
  Funds from Operations (3)............................  $   74,103   $   69,003   $ 46,777    $ 42,684    $ 30,445
  EBITDA (4)...........................................     120,771       98,552     69,142      53,409      39,912
  Net cash flow:
    Operating activities...............................      71,518       75,398     57,804      39,411      29,552
    Investing activities...............................     (74,790)    (272,361)  (118,706)   (245,336)   (111,554)
    Financing activities...............................         827      199,993     59,725     206,507      80,194
      Distributions....................................      51,825       46,893     41,233      32,046      24,065
  Return of capital portion of distribution............         834        8,101      3,139       3,916      12,280
  Number of properties included in operating results
    (5)................................................         167          182        126         101          76
  Ratio of earnings to fixed charges...................        2.40         2.97       2.70        3.24        2.33
  Ratio of earnings to combined fixed charges and
    preferred dividends................................        1.88         2.20       1.98        3.01        2.15
</TABLE>

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

(1) Operating expenses include real estate taxes, repairs and maintenance,
    insurance and utilities and exclude interest, depreciation and amortization
    and general and administrative expenses.

                                       21
<PAGE>
(2) Other income (expense) includes gains and losses on property dispositions in
    1997 and 1996, and other miscellaneous operating and non-operating items.

(3) The National Association of Real Estate Investment Trusts ("NAREIT") defines
    funds from operations ("FFO") 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 to common
    shareholders, plus real estate depreciation and non-financing amortization,
    inclusive of results from merchant activitites of the Company and its
    unconsolidated joint ventures, which includes fee income, and cash gains and
    losses on disposition of stabilized Company assets (measured as the sale
    price, net of selling costs, less book value after adding back accumulated
    depreciation). 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.

<TABLE>
<CAPTION>
                                                                    2000       1999       1998       1997       1996
                                                                  --------   --------   --------   --------   --------
    <S>                                                           <C>        <C>        <C>        <C>        <C>
    Net income available to common shareholders.................  $44,581    $40,442    $25,888    $26,359    $14,941
    Extraordinary item..........................................                 582                            3,331
    Depreciation and amortization...............................   32,954     27,351     21,418     15,278     10,648
    Amortization of deferred financing costs, debentures........                  23         38         48         67
    Convertible subordinated debenture interest.................                 451        783        999      1,385
    Depreciation of properties sold.............................   (8,210)    (2,335)    (1,350)
    Depreciation from unconsolidated subsidiary, net of tax.....    1,041        553
    Depreciation on sold assets from unconsolidated subsidiary,
      net of tax................................................       (8)       (22)
    Convertible preferred dividend..............................    3,745      1,958
    Loss on disposition of properties...........................                                                   73
                                                                  -------    -------    -------    -------    -------
    Funds from operations.......................................  $74,103    $69,003    $46,777    $42,684    $30,445
                                                                  =======    =======    =======    =======    =======
</TABLE>

    Management of the Company believes that Funds from Operations is helpful to
    investors as a measure of the performance of equity REIT shares because,
    along with cash flows from operating activities, financing activities and
    investing activities, it provides investors an understanding of the ability
    of the Company to incur and service debt and to make capital expenditures.
    Funds from Operations does not represent cash flow from operations as
    defined by generally accepted accounting principles ("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. Investors are cautioned that Funds from Operations, as calculated by
    the Company, may not be comparable to similarly titled but differently
    calculated measurers for other REITs.

(4) Earnings before interest, income taxes, depreciation and amortization.
    Management believes that EBITDA is helpful to investors as an indication of
    property operations, because it excludes costs of financing and non-cash
    depreciation and amortization amounts. EBITDA does not represent cash flows
    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, and is not indicative of cash available to fund all cash flow
    needs. Investors are cautioned that EBITDA, as calculated by the Company,
    may not be comparable to similarly titled but differently calculated
    measurers for other REITs.

(5) The increase in number of properties in 1996 reflects the acquisition of 15
    properties and the disposition of eight properties throughout 1996. The
    increase in number of properties in 1997 reflects the acquisition of 21
    properties, the completion of seven developments, and the disposition of
    three properties throughout 1997. The increase in number of properties in
    1998 reflects the acquisition of 30 properties, the completion of two
    developments, and the disposition of six properties throughout 1998. The
    increase in number of properties in 1999 reflects the acquisition of 61
    properties, the completion of three developments, and the disposition of
    nine properties throughout 1999. The increase in number of properties in
    2000 reflects the acquisition of 20 properties, the completion of two
    developments, and the disposition of 37 properties throughout 2000 on the
    REIT.

                                       22
<PAGE>
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 and 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 170
properties with approximately 27.8 million square feet as of December 31, 2000,
including investments within the Company's subsidiaries.

    In 2000, the Company's capital recycling strategy provided $149.8 million of
funds for value added acquisitions, investments in construction in progress and
investments in properties at the affiliate level. The Company sold 37 owned
properties and acquired and completed the construction of 22 properties. The
Company's total net increase in owned warehouse/industrial properties, was
1.2 million square feet or 4.8%.

    The Company's Consolidated Financial Statements for the years ended
December 31, 2000, 1999 and 1998 reflect partial period results for
acquisitions, dispositions and expansions made during each respective year.
These statements also include the lease-up of previously vacant space, related
to the properties owned by the Company as of January 1, 2000, 1999 and 1998,
respectively. Certain executive officers of the Company had an interest in
entities which were purchased by the Company (one property in 1998). These
transactions satisfied the Company's investment criteria and were approved by
the Company's independent trustees.

    Finally, the historical results of the Company reflect the Company's
significant property development and redevelopment activities in which
substantial capital costs and related expenses were incurred in advance of
receipt of rental income. At December 31, 2000, the Company and its subsidiaries
had 0.5 million square feet of developments under construction with an estimated
total cost of $16.9 million that were 100% pre-leased. In addition, the Company
and its subsidiaries owned approximately 2,000 acres of land, as of
December 31, 2000, for the future development of an approximately 617 acre
intermodal railyard and as much as 17.0 million square feet of warehouse/
industrial facilities. $81.9 million of these developments were funded by the
Company and its subsidiaries as of December 31, 2000 and were not producing
income.

RESULTS OF OPERATIONS

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 base 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 $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

                                       23
<PAGE>
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 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 $4.1 million or 10.2% 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. 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 to common
shareholders, plus real estate depreciation and non-financing amortization,
inclusive of results from merchant activitites of the Company and its
unconsolidated joint ventures, which includes fee income, and cash gains and
losses on disposition of stabilized Company assets (measured as the sale price,
net of selling costs, less book value after adding back accumulated
depreciation). 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 4.8% from $66.3 million to
$63.1 million when comparing periods. FFO does not represent cash flow from
operations as defined by generally accepted accounting principles ("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.

                                       24
<PAGE>
    On a cash basis, when comparing the 1999 results of operations of properties
owned January 1, 1999 with the results of operations of the same properties for
2000 (the "same store" portfolio), 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 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 2000 was 87.6% compared with 88.2% for 1999.

COMPARISON OF YEAR ENDED DECEMBER 31, 1999 TO YEAR ENDED DECEMBER 31, 1998

Revenues

    Total revenues increased by $31.7 million or 29.6% over the same period last
year.

    In the twelve months of 1999, 88.5% of total revenues of the Company were
derived primarily from base 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 $18.5 million in 1999. A
portion of the increase from the prior year is due to income from 61 properties
acquired in 1999 and three build-to-suit properties coming on line totaling
5.1 million square feet, net of nine dispositions as of the end of the year. The
remainder of the increase was attributable to a full period of income from the
1998 acquisition of 30 properties and two build-to-suit properties coming on
line, totaling 4.0 million square feet, net of six property dispositions.

    Other revenues increased $13.2 million due to increased fees earned and
profits realized by the Company and the Company's unconsolidated affiliate in
connection with increased volume and simultaneous closings of build-to-suit,
development, and leasing activities.

Operating and Nonoperating Expenses

    Real estate tax expense and property operating and leasing expense increased
by $5.5 million from year to year. $3.5 million of the increase, resulted from a
full period of real estate taxes on 1998 acquisitions and a partial period of
real estate taxes on 1999 acquisitions, net of dispositions. The 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. However, property operating and leasing costs as a
percentage of total revenues decreased from 12.6% to 11.1% when comparing 1998
to 1999 due to efficiencies realized by the Company, increased real estate fee
income and equity in the affiliate.

    General and administrative expenses increased by $0.2 million for the period
due primarily to the growth of the Company. As a percentage of total revenues,
general and administrative expenses decreased slightly from 3.8% to 3.1% when
comparing years.

    Depreciation and amortization increased by $5.9 million due to a full period
of depreciation on 1998 acquisitions and depreciation on 1999 acquisitions.

                                       25
<PAGE>
    Interest incurred increased by approximately $6.4 million over the same
period last year due to the Company holding higher average balances outstanding
and higher interest rates for variable rate debt in 1999 compared to 1998.

    Other income (expenses) increased due to gains earned upon the disposition
of nine properties in 1999. In 1998, the Company disposed of six properties with
lower gains earned.

Net Income and Other Measures of Operations

    Net income increased $16.5 million or 51.2% due to the growth of the Company
through the net acquisition of warehouse/industrial real estate and merchant
income.

    FFO (including gains and losses resulting from disposition activities)
increased 47.4% from $46.8 million to $69.0 million. FFO exclusive of gain and
losses from disposition activity increased 42.6% from $46.5 million to
$66.3 million when comparing periods.

    On a cash basis, when comparing the 1998 results of operations of properties
owned January 1, 1998 with the results of operations of the same properties for
1999 (the "same store" portfolio), the Company recognized an increase of
approximately 7.1% 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 1999 was 88.2% compared with 88.5% for 1998. The
margin was in line with the Company's expectations.

LIQUIDITY AND CAPITAL RESOURCES

Operating and Investment Cash Flow

    Cash flow generated from Company operations has historically been utilized
for working capital purposes and distributions, while proceeds from stabilized
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 2000 was $71.5 million,
providing $19.7 million of retained capital after distributions of
$51.8 million. The Company expects retained capital to continue to fund a
portion of future investment activities.

    In 2000, the Company's investment activities included acquisitions of
$130.7 million, advances for construction in progress of $70.7 million, and
improvements and additions to properties of $43.3 million. These activities were
funded with dispositions of real estate of $111.0 million, the issuance of
common shares of $64.3 million, advances on the Company's lines of credit and a
portion of the Company's retained capital.

Equity and Share Activity

    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.

    During 2000, the Company paid distributions on common shares of
$41.7 million or $2.01 per share. Also, in 2000, 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 and (iii) restrictions under certain
covenants of the Company's unsecured line of credit.

                                       26
<PAGE>
Debt Capacity

    In September, 2000, the Company expanded its unsecured revolving line of
credit facility from $250 million to $350 million and extended its term to
October, 2003 with an interest rate of LIBOR + 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.

    On January 12, 2000 the Company issued $150 million 7.9% senior unsecured
notes due January 15, 2003. The notes were underwritten by Lehman Brothers
Holdings, with A.G. Edwards & Sons, Inc., Banc of America Securities LLC, Bank
One Capital Markets, Inc., and First Union Securities acting as co-managers. The
net proceeds of issuance of approximately $149.1 million were used to pay down
the Company's revolving line of credit.

    As of March 12, 2001, the Company had outstanding borrowings of
approximately $95.0 million under the Company's unsecured line of credit
(approximately 5.5% of the Company's fully diluted total market capitalization),
and the Company had remaining availability of approximately $255.0 million under
its unsecured line of credit.

    At December 31, 2000, the Company's debt constituted approximately 31.8% 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 3.9
to 1, and the Company's EBITDA to fixed charge coverage ratio was 2.9 to 1 due
to preferred dividends. The Company's fully diluted common equity market
capitalization was approximately $1.1 billion, and its fully diluted total
market capitalization was approximately $1.7 billion.

    Standard and Poors, 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. As of November 13, 2000, Standard and Poors
reaffirmed the Company's investment grade rating.

    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.

    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 draws
on the Company's unsecured line of credit, followed by the issuance of long-term
unsecured indebtedness and the issuance of equity securities. Management expects
that a significant portion of the Company's investment funds will be supplied by
the proceeds of dispositions of stabilized assets, which is dependent on market
conditions which presently remain favorable.

    The Company is pursuing several strategies to boost equity capital. These
include the monetization of the BNSF Ground Lease at the Arsenal and the sale of
senior participation in the developer's notes issued to CenterPoint with respect
to the development. The Company alsohas established the CenterPoint Venture,
allowing the Company to funnel deals that don't meet CenterPoint's investment
criteria through that entity, utilizing its $120 million line of credit and
taking advantage of additional avenues for recycling capital.

                                       27
<PAGE>
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

    In June, 1998, the FASB issued SFAS Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement, effective for
financial statements for fiscal years beginning after June 15, 2000, provides a
comprehensive and consistent standard for the recognition and measurement of
derivatives and hedging activities. The Company has no derivative positions as
of December 31, 2000.

    In December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB
101"), Revenue Recognition, which outlines basic criteria that must be met to
recognize revenue and provides guidance for presentation of revenue and for
disclosure related to revenue recognition policies in financial statements filed
with the SEC. The Company adopted SAB 101 in the fourth quarter of 2000 with no
impact on the Company.

    In March 2000, the FASB issued Interpretation No. 44, or FIN 44, "Accounting
for Certain Transactions Involving Stock Compensation," which is an
interpretation of Accounting Principles Board Opinion No. 25. This
interpretation clarifies:

    - the definition of employee for purposes of applying Opinion 25, which
      deals with stock compensation issues;

    - the criteria for determining whether a plan qualifies as a noncompensatory
      plan;

    - the accounting consequence of various modifications to the terms of a
      previously fixed stock option or award; and

    - the accounting for an exchange of stock compensation awards in a business
      combination.

    - this interpretation is effective July 1, 2000, but certain conclusions in
      this interpretation cover specific events that occur after either
      December 15, 1998, or January 12, 2000. To the extent that this
      interpretation covers events occurring during the period after
      December 15, 1998, or January 12, 2000, but before the effective date of
      July 1, 2000, the effects of applying this interpretation are recognized
      on a prospective basis from July 1, 2000. The adoption of FIN 44 had no
      impact on the Company.

    The Tax Relief Extension Act of 1999, or the REIT Modernization Act, will
take effect on January 1, 2001, modifies certain provisions of the Internal
Revenue Code of 1986, as amended, with respect to the taxation of REITs. Two key
provisions of this tax law change will impact future Company operations: the
availability of a taxable REIT subsidiary which may be wholly-owned directly by
a REIT and a reduction in the required level of distribution by a REIT to 90% of
ordinary taxable income. The Company acquired 100% of the common stock of CRS
and canceled its preferred stock on January 1, 2001.

                                       28
<PAGE>
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, the Company's lack of control of the voting stock in the
Company's unconsolidated subsidiary is required for us to derive income from it
without jeopardizing the Company's REIT status 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, Item 3 of Part I of this
report.

ITEM 7A. QUALITATIVE AND QUANTITATIVE 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, 2000, $116.3 million or 21.2% of the Company's debt was variable
rate debt (inclusive of tax exempt debt at a rate of 5.1% as of December 31,
2000) and $431.4 million or 78.8% of the debt was fixed rate debt. Based on the
amount of variable debt outstanding as of December 31, 2000, 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 $0.8 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:

    - Adverse changes in general or local economic conditions affecting real
      estate values, rental rates, interest rates, real estate tax rates and
      other operating expenses.

    - Competitive overbuilding.

    - Inability to keep high levels of occupancy.

    - Tenant defaults.

    - Unfavorable changes in governmental rules and fiscal policies (including
      rent control legislation).

    - Ability to sell properties.

    - Acts of God and other factors that are beyond the Company control.

                                       29
<PAGE>
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.

                                       30
<PAGE>
                                    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 referencing 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 referencing 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 referencing 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 referencing 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.

                                       31
<PAGE>
                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

    A. The following documents are filed as part of this report:

       1.  The consolidated financial statements indicated in Part II, Item 8
           "Financial Statements and Supplementary Data." See Index to Financial
           Statements on Page F-1 of this Annual Report on Form 10-K.

       2.  The financial statement schedules indicated in Part II, Item 8
           "Financial Statements and Supplementary Data." See Index to Financial
           Statements on Page F-1 of this Annual Report on Form 10-K.

       3.  The exhibits listed in part (c) of this Item 14.

    B.  Reports on Form 8-K.

    C.  Exhibits

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                   DESCRIPTION
---------------------                           -----------
<C>                     <S>
       (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.

       (d)4.3           Form of Senior Securities Indenture

       (e)4.4           Form of First Supplemental Indenture

       (f)4.5           Form of Second Supplemental Indenture

      (f)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

      (g)10.5           2000 Omnibus Employee Retention and Incentive Plan

      (g)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.)

      (h)10.7           Underwriting Agreement dated as of November 17, 2000 by and
                        among CenterPoint Properties Trust, Lehman Brothers Inc. and
                        First Union Securities, Inc.

      (i)10.8           Deer Run Industrial Park economic development project area
                        redevelopment agreement between the Village of Elwood, Will
                        County, Illinois and CenterPoint Intermodal LLC and
                        CenterPoint Realty Services, Inc., dated August 1, 2000
</TABLE>

                                       32
<PAGE>

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                   DESCRIPTION
---------------------                           -----------
<C>                     <S>
      (j)10.9           Unsecured Revolving Credit Agreement dated as of August 23,
                        2000 among CenterPoint Properties Trust, Borrower, Banc One
                        Capital Markets, Inc., as Sole Lead Arranger/Book Manager,
                        Bank One, NA, as Administrative Agent and Lender, First
                        Union National Bank, as Documentation Agent and Lender,
                        Amsouth Bank, as Managing Agent and Lender, U.S. Bank
                        National Association, as Managing Agent and Lender,
                        CommerzBank AG, New York Branch, as Managing Agent and
                        Lender, and the several other lenders from time to time
                        parties to the Agreement. The Company will furnish
                        supplementally a copy of any omitted exhibit or schedule
                        upon request.

      (k)10.10          Stock Grant Agreement between the Company and each of of
                        John S. Gates, Jr, Rockford O. Kottka, Paul T. Ahern and
                        Mike M. Mullen

      (k)10.11          Stock Option Agreement between the Company and each of of
                        John S. Gates, Jr, Paul S. Fisher, Rockford O. Kottka and
                        Mike M. Mullen

      (k)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

         12.1           Computation of the Ratios of Earnings to Fixed Charges

         12.2           Computation of the Ratios of Earnings to Combined Fixed
                        Charges and Preferred Dividends

      (g)21             Subsidiaries of the Company

         23             Consent of Independent Accountants
</TABLE>

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

(a) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
    the fiscal quarter ended June 30, 1998, the Company's current report on Form
    8-K dated June 21, 1999 and the Company's Form 8-A (Filed on June 17, 1999)

(b) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
    the fiscal quarter ended June 30, 1995

(c) Incorporated by reference to the Company's Current Report on Form 8-K dated
    April 3, 1998

(d) Incorporated by reference to the Company's Registration Statement on Form
    S-3 (File No. 333-49359)

(e) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
    the fiscal quarter ended June 30, 1998

(f)  Incorporated by reference to the Company's Current Report on Form 8-K dated
    October 23, 1998

(g) Incorporated by reference to the Company's Annual Report on Form 10-K/A for
    the fiscal year ended December 31, 1999

(h) Incorporated by reference to the Company's Current Report on Form 8-K dated
    November 17, 2000

(i)  Incorporated by reference to the Company's Quarterly Report on Form 10-Q/A
    for fiscal quarter ended September 30, 2000

(j)  Incorporated by reference to the Company's Current Report on Form 8-K dated
    August 23, 2000

(k) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
    fiscal quarter ended June 30, 2000

                                       33
<PAGE>
                                   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.

<TABLE>
<S>                                                    <C>  <C>
                                                       CENTERPOINT PROPERTIES TRUST,
                                                       A MARYLAND BUSINESS TRUST

                                                       By:            /s/ JOHN S. GATES, JR.
                                                            -----------------------------------------
                                                                       John S. Gates, Jr.,
                                                              PRESIDENT AND CHIEF EXECUTIVE OFFICER

                                                       By:              /s/ PAUL S. FISHER
                                                            -----------------------------------------
                                                                         Paul S. Fisher,
                                                                EXECUTIVE VICE PRESIDENT AND CHIEF
                                                                        FINANCIAL OFFICER
</TABLE>

    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.

<TABLE>
<CAPTION>
                      SIGNATURE                               NAME AND TITLE               DATE
                      ---------                               --------------               ----
<C>                                                    <S>                            <C>
                                                       Martin Barber,
                  /s/ MARTIN BARBER                      Chairman and Trustee         March 12, 2001
     -------------------------------------------

                                                       John S. Gates, Jr.,
                                                         President,
               /s/ JOHN S. GATES, JR.                    Chief Executive Officer and  March 12, 2001
     -------------------------------------------         Trustee (Principal
                                                         Executive Officer)

                                                       Robert L. Stovall,
                /s/ ROBERT L. STOVALL                    Vice Chairman and Trustee    March 12, 2001
     -------------------------------------------

               /s/ NICHOLAS C. BABSON                  Nicholas C. Babson, Trustee    March 12, 2001
     -------------------------------------------

                  /s/ ALAN D. FELD                     Alan D. Feld, Trustee          March 12, 2001
     -------------------------------------------

                                                       Paul S. Fisher, Trustee,
                                                         Executive Vice-President
                 /s/ PAUL S. FISHER                      and Chief Financial Officer  March 12, 2001
     -------------------------------------------         (Principal Financial and
                                                         Accounting Officer)

                                                       Michael M. Mullen, Trustee,
                /s/ MICHAEL M. MULLEN                    Executive Vice-President     March 12, 2001
     -------------------------------------------         and Chief Operating Officer

                /s/ JOHN J. KINSELLA                   John J. Kinsella, Trustee      March 12, 2001
     -------------------------------------------

               /s/ THOMAS E. ROBINSON                  Thomas E. Robinson, Trustee    March 12, 2001
     -------------------------------------------

                  /s/ NORMAN BOBINS                    Norman Bobins, Trustee         March 12, 2001
     -------------------------------------------
</TABLE>

                                       34
<PAGE>
                          CENTERPOINT PROPERTIES TRUST
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                       AND FINANCIAL STATEMENT SCHEDULES

<TABLE>
<CAPTION>
                                                                PAGE(S)
                                                              ------------
<S>                                                           <C>
Consolidated Financial Statements:

  Report of Independent Accountants.........................      F-2

  Consolidated Balance Sheets as of December 31, 2000 and
    1999....................................................      F-3

  Consolidated Statements of Operations for the years ended
    December 31, 2000, 1999 and 1998........................      F-4

  Consolidated Statements of Shareholders' Equity for the
    years ended December 31, 2000, 1999 and 1998............      F-5

  Consolidated Statements of Cash Flows for the years ended
    December 31, 2000, 1999 and 1998........................      F-6

  Notes to Consolidated Financial Statements................  F-7 to F-24

Financial Statement Schedules:

  Report of Independent Accountants.........................      F-25

  Schedule II--Valuation and Qualifying Accounts............      F-26

  Schedule III--Real Estate and Accumulated Depreciation....  F-27 to F-34
</TABLE>

                                      F-1
<PAGE>
                       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, 2000 and
1999, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2000 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.

                                          PRICEWATERHOUSECOOPERS LLP

Chicago, Illinois
February 22, 2001

                                      F-2
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                  (IN THOUSANDS, EXCEPT FOR SHARE INFORMATION)

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,
                                                              -----------------------
                                                                 2000         1999
                                                              ----------   ----------
<S>                                                           <C>          <C>
                                       ASSETS
Assets:
  Investment in real estate:
    Land....................................................  $  163,056   $  159,233
    Buildings...............................................     729,103      620,224
    Building improvements...................................     109,821      127,306
    Furniture, fixtures, and equipment......................      23,607       22,083
    Construction in progress................................      59,225       43,051
                                                              ----------   ----------
                                                               1,084,812      971,897
    Less accumulated depreciation...........................     (98,956)     (85,408)
    Real estate held for sale, net of depreciation..........      17,277
                                                              ----------   ----------
      Net investment in real estate.........................   1,003,133      886,489
  Cash and cash equivalents.................................       1,060        3,505
  Restricted cash...........................................      27,429       31,963
  Tenant accounts receivable, net...........................      30,112       18,962
  Mortgage notes receivable.................................       3,927        6,270
  Investment in and advances to affiliate...................      62,165      114,083
  Prepaid expenses and other assets, net....................       8,136        6,909
  Deferred expenses, net....................................      19,273       15,246
                                                              ----------   ----------
                                                              $1,155,235   $1,083,427
                                                              ==========   ==========

                        LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Mortgage notes payable and other debt.....................  $   81,444   $   77,648
  Senior unsecured debt.....................................     350,000      200,000
  Tax-exempt debt...........................................      44,100       55,000
  Line of credit............................................      72,200      221,700
  Preferred dividends payable...............................       1,060        1,060
  Accounts payable..........................................      15,348       16,957
  Accrued expenses..........................................      48,963       37,864
  Rents received in advance and security deposits...........       7,734        6,594
                                                              ----------   ----------
                                                                 620,849      616,823
                                                              ----------   ----------
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)....           3            3
    Series B convertible shares, 994,712 and 1,000,000
     issued and outstanding, Respectively, having a
     liquidation preference of $50 per share ($49,736 and
     $50,000, respectively).................................           1            1
    Common shares of beneficial interest, $.001 par value,
     47,727,273 shares authorized; 22,283,930 and 20,649,801
     issued and outstanding, respectively...................          22           21
  Additional paid-in-capital................................     573,430      506,456
  Retained earnings (deficit)...............................     (36,769)     (39,630)
  Unearned compensation--restricted shares..................      (2,301)        (247)
                                                              ----------   ----------
      Total shareholders' equity............................     534,386      466,604
                                                              ----------   ----------
                                                              $1,155,235   $1,083,427
                                                              ==========   ==========
</TABLE>

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

                                      F-3
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                  (IN THOUSANDS, EXCEPT FOR SHARE INFORMATION)

<TABLE>
<CAPTION>
                                                                  YEARS ENDED DECEMBER 31,
                                                              ---------------------------------
                                                                2000        1999        1998
                                                              ---------   ---------   ---------
<S>                                                           <C>         <C>         <C>
Revenue:
  Operating and investment revenue:
    Minimum rents...........................................  $112,851    $ 91,584    $ 77,409
    Straight-line rents.....................................     5,219       4,844       4,030
    Expense reimbursements..................................    33,546      25,980      21,924
    Mortgage interest income................................       482         526       1,061
                                                              --------    --------    --------
      Total operating and investment revenue................   152,098     122,934     104,424
                                                              --------    --------    --------
  Other revenue:
    Real estate fee income..................................     6,677      13,874       3,657
    Equity in net income (loss) of affiliate................      (296)      2,128        (855)
                                                              --------    --------    --------
      Total other revenue...................................     6,381      16,002       2,802
                                                              --------    --------    --------
      Total revenue.........................................   158,479     138,936     107,226
                                                              --------    --------    --------
Expenses:
  Real estate taxes.........................................    31,818      25,728      22,218
  Property operating and leasing............................    20,319      15,457      13,482
  General and administrative................................     4,812       4,258       4,041
  Depreciation and amortization.............................    32,954      27,351      21,418
  Interest expense:
    Interest incurred, net..................................    30,976      19,954      13,659
    Amortization of deferred financing costs................     2,155       1,905       1,817
                                                              --------    --------    --------
      Total expenses........................................   123,034      94,653      76,635
                                                              --------    --------    --------
      Operating income......................................    35,445      44,283      30,591
Other income (expense):
  Gain on sale of real estate...............................    19,228       5,086       1,672
  Other income (expense)....................................        13         (27)        (15)
                                                              --------    --------    --------
Income before extraordinary item............................    54,686      49,342      32,248
Extraordinary item, early extinguishment of debt............                  (582)
                                                              --------    --------    --------
Net income..................................................    54,686      48,760      32,248
  Preferred dividends.......................................   (10,105)     (8,318)     (6,360)
                                                              --------    --------    --------
Net income available to common shareholders.................  $ 44,581    $ 40,442    $ 25,888
                                                              ========    ========    ========
Per share net income available to common shareholders before
  extraordinary item:
    Basic...................................................  $   2.13    $   2.02    $   1.30
    Diluted.................................................  $   2.09    $   1.99    $   1.29
Per share net income available to common shareholders:
    Basic...................................................  $   2.13    $   1.99    $   1.30
    Diluted.................................................  $   2.09    $   1.96    $   1.29
Distributions per common share..............................  $   2.01    $   1.90    $   1.75
</TABLE>

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

                                      F-4
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                  (IN THOUSANDS, EXCEPT FOR SHARE INFORMATION)
<TABLE>
<CAPTION>
                                                                                          CONVERTIBLE
                                                                   PREFERRED           PREFERRED SHARES,            CLASS B
                                                               SHARES, SERIES A            SERIES B              COMMON SHARES
                                                             ---------------------   ---------------------   ---------------------
                                                               NUMBER                  NUMBER                  NUMBER
                                                             OF SHARES     AMOUNT    OF SHARES     AMOUNT    OF SHARES     AMOUNT
                                                             ----------   --------   ----------   --------   ----------   --------
<S>                                                          <C>          <C>        <C>          <C>        <C>          <C>
Balance, December 31, 1997.................................   3,000,000   $     3             0      $0       2,272,727     $ 2
Issuance of common shares, less $343 of offering costs.....
Conversion of Class B common shares to common shares.......                                                    (874,639)     (1)
Conversion of convertible subordinated debentures to common
  shares...................................................
Shares issued for stock options exercised..................
Director share awards......................................
Amortization of unearned compensation......................
Distributions declared on common shares, $1.75 per share...
Distributions declared on preferred shares, $2.12 per
  share....................................................
Distributions declared on Class B common shares, $1.80 per
  share....................................................
Net income.................................................
                                                             ----------   -------    ----------      --      ----------     ---
Balance, December 31, 1998.................................   3,000,000         3             0       0       1,398,088       1
Issuance of preferred shares, Series B less $2,331 of
  offering costs...........................................                           1,000,000       1
Conversion of convertible preferred shares to Class B
  common shares............................................                                                  (1,398,088)     (1)
Conversion of convertible subordinated debentures to common
  shares...................................................
Shares issued for stock options exercised..................
Director share awards......................................
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
Issuance of common shares, less $1,792 of offering costs...
Conversion of convertible preferred shares, Series B to
  common shares............................................                              (5,288)
Shares issued for share options exercised..................
Director share awards......................................
Employee share awards......................................
Amortization of unearned compensation......................
Retirement of employee share awards........................
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
                                                             ==========   =======    ==========      ==      ==========     ===

<CAPTION>

                                                                 COMMON SHARES                                  UNEARNED
                                                             ---------------------   ADDITIONAL   RETAINED    COMPENSATION
                                                               NUMBER                 PAID-IN     EARNINGS     RESTRICTED
                                                             OF SHARES     AMOUNT     CAPITAL     (DEFICIT)      SHARES
                                                             ----------   --------   ----------   ---------   ------------
<S>                                                          <C>          <C>        <C>          <C>         <C>
Balance, December 31, 1997.................................  16,891,951     $17       $420,743    $(32,512)     $  (497)
Issuance of common shares, less $343 of offering costs.....     740,371       1         23,880
Conversion of Class B common shares to common shares.......     874,639       1
Conversion of convertible subordinated debentures to common
  shares...................................................     201,748                  3,644
Shares issued for stock options exercised..................      42,461                    882
Director share awards......................................       2,304                     80
Amortization of unearned compensation......................                                                         201
Distributions declared on common shares, $1.75 per share...                                        (31,182)
Distributions declared on preferred shares, $2.12 per
  share....................................................                                         (6,360)
Distributions declared on Class B common shares, $1.80 per
  share....................................................                                         (3,691)
Net income.................................................                                         32,248
                                                             ----------     ---       --------    --------      -------
Balance, December 31, 1998.................................  18,753,474      19        449,229     (41,497)        (296)
Issuance of preferred shares, Series B less $2,331 of
  offering costs...........................................                             47,668
Conversion of convertible preferred shares to Class B
  common shares............................................   1,398,088       1
Conversion of convertible subordinated debentures to common
  shares...................................................     441,511       1          8,028
Shares issued for stock options exercised..................      53,670                  1,421
Director share awards......................................       3,058                    110
Amortization of unearned compensation......................                                                          49
Distributions declared on common shares, $1.90 per share...                                        (38,081)
Distributions declared on Class B common shares, $1.46 per
  share....................................................                                           (494)
Distributions declared on preferred shares, Series A, $2.12
  per share................................................                                         (6,360)
Distributions declared on convertible preferred shares,
  Series B, $1.96 per share................................                                         (1,958)
Net income.................................................                                         48,760
                                                             ----------     ---       --------    --------      -------
Balance, December 31, 1999.................................  20,649,801     $21       $506,456    ($39,630)     $  (247)
Issuance of common shares, less $1,792 of offering costs...   1,500,362       1         63,098
Conversion of convertible preferred shares, Series B to
  common shares............................................       5,797
Shares issued for share options exercised..................      51,802                  1,207
Director share awards......................................       2,640                    100
Employee share awards......................................      76,609                  2,677                   (2,677)
Amortization of unearned compensation......................                                                         515
Retirement of employee share awards........................      (3,081)                  (108)                     108
Distributions declared on common shares, $2.01 per share...                                        (41,720)
Distributions declared on preferred shares, Series A, $2.12
  per share................................................                                         (6,360)
Distributions declared on convertible preferred shares,
  Series B, $3.75 per share................................                                         (3,745)
Net income.................................................                                         54,686
                                                             ----------     ---       --------    --------      -------
Balance, December 31, 2000.................................  22,283,930     $22       $573,430    ($36,769)     $(2,301)
                                                             ==========     ===       ========    ========      =======

<CAPTION>

                                                                 TOTAL
                                                             SHAREHOLDERS'
                                                                EQUITY
                                                             -------------
<S>                                                          <C>
Balance, December 31, 1997.................................    $387,756
Issuance of common shares, less $343 of offering costs.....      23,881
Conversion of Class B common shares to common shares.......
Conversion of convertible subordinated debentures to common
  shares...................................................       3,644
Shares issued for stock options exercised..................         882
Director share awards......................................          80
Amortization of unearned compensation......................         201
Distributions declared on common shares, $1.75 per share...     (31,182)
Distributions declared on preferred shares, $2.12 per
  share....................................................      (6,360)
Distributions declared on Class B common shares, $1.80 per
  share....................................................      (3,691)
Net income.................................................      32,248
                                                               --------
Balance, December 31, 1998.................................     407,459
Issuance of preferred shares, Series B less $2,331 of
  offering costs...........................................      47,669
Conversion of convertible preferred shares to Class B
  common shares............................................
Conversion of convertible subordinated debentures to common
  shares...................................................       8,029
Shares issued for stock options exercised..................       1,421
Director share awards......................................         110
Amortization of unearned compensation......................          49
Distributions declared on common shares, $1.90 per share...     (38,081)
Distributions declared on Class B common shares, $1.46 per
  share....................................................        (494)
Distributions declared on preferred shares, Series A, $2.12
  per share................................................      (6,360)
Distributions declared on convertible preferred shares,
  Series B, $1.96 per share................................      (1,958)
Net income.................................................      48,760
                                                               --------
Balance, December 31, 1999.................................    $466,604
Issuance of common shares, less $1,792 of offering costs...      63,099
Conversion of convertible preferred shares, Series B to
  common shares............................................
Shares issued for share options exercised..................       1,207
Director share awards......................................         100
Employee share awards......................................
Amortization of unearned compensation......................         515
Retirement of employee share awards........................
Distributions declared on common shares, $2.01 per share...     (41,720)
Distributions declared on preferred shares, Series A, $2.12
  per share................................................      (6,360)
Distributions declared on convertible preferred shares,
  Series B, $3.75 per share................................      (3,745)
Net income.................................................      54,686
                                                               --------
Balance, December 31, 2000.................................    $534,386
                                                               ========
</TABLE>

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

                                      F-5
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                  YEARS ENDED DECEMBER 31,
                                                              ---------------------------------
                                                                2000        1999        1998
                                                              ---------   ---------   ---------
<S>                                                           <C>         <C>         <C>
Cash flows from operating activities:
  Net income................................................  $  54,686   $  48,760   $  32,248
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Extraordinary item-early extinguishment of debt.........                    582
    Bad debts...............................................        430         659         550
    Depreciation............................................     30,529      25,444      20,081
    Amortization of deferred financing costs................      2,155       1,905       1,817
    Other amortization......................................      2,425       1,982       1,337
    Straight-line rents.....................................     (5,219)     (4,844)     (4,030)
    Incentive stock awards..................................        615          49         281
    Interest on converted debentures........................                    108          44
    Equity in net (income) loss of affiliate................        296      (2,128)        855
    Gain on disposal of real estate.........................    (19,228)     (5,086)     (1,672)
    Net changes in:
      Tenant accounts receivable............................     (5,114)      2,974      (1,604)
      Prepaid expenses and other assets.....................     (3,850)        (13)      1,107
      Rents received in advance and security deposits.......      1,245       1,036         623
      Accounts payable and accrued expenses.................     12,548       3,970       6,167
                                                              ---------   ---------   ---------
Net cash provided by operating activities...................     71,518      75,398      57,804
                                                              ---------   ---------   ---------
Cash flows from investing activities:
  Change in restricted cash.................................      4,602       2,093       3,746
  Acquisition of real estate................................   (130,735)   (150,241)    (69,700)
  Construction in progress..................................    (70,715)    (50,409)    (23,756)
  Improvements and additions to properties..................    (43,265)    (43,201)    (27,038)
  Disposition of real estate................................    110,972      52,196      33,948
  Change in deposits on acquisitions........................      2,800      (2,918)     (2,081)
  Issuance of mortgage notes receivable.....................                 (4,287)    (17,462)
  Repayment of mortgage notes receivable....................      9,543       2,057      24,392
  Investment in and advances to affiliate...................     51,624     (68,159)    (33,543)
  Receivables from affiliates and employees.................       (183)         28          62
  Additions to deferred expenses............................     (9,433)     (9,520)     (7,274)
                                                              ---------   ---------   ---------
Net cash used in investing activities.......................    (74,790)   (272,361)   (118,706)
                                                              ---------   ---------   ---------
Cash flows from financing activities:
  Proceeds from sale of preferred shares....................                 50,000
  Proceeds from sale of common shares.......................     66,098       1,531      25,106
  Offering costs paid.......................................     (1,792)     (2,332)       (343)
  Proceeds from issuance of unsecured bonds.................    150,000     100,000     100,000
  Proceeds from line of credit..............................    186,900     339,300     132,000
  Repayment of line of credit...............................   (336,400)   (195,200)   (152,100)
  Repayment of revenue bonds payable........................    (10,900)    (20,540)
  Proceeds from issuance of mortgage notes payable..........                 21,605
  Repayments of mortgage notes payable......................     (1,254)    (47,477)     (3,831)
  Repayments of notes payable...............................                                (33)
  Distributions.............................................    (51,825)    (46,893)    (41,074)
  Conversion of convertible subordinated debentures
    payable.................................................                     (1)
                                                              ---------   ---------   ---------
Net cash provided by financing activities...................        827     199,993      59,725
                                                              ---------   ---------   ---------
Net change in cash and cash equivalents.....................     (2,445)      3,030      (1,177)
Cash and cash equivalents, beginning of year................      3,505         475       1,652
                                                              ---------   ---------   ---------
Cash and cash equivalents, end of year......................  $   1,060   $   3,505   $     475
                                                              =========   =========   =========
</TABLE>

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

                                      F-6
<PAGE>
                 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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    REVENUE RECOGNITION

    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, 2000 and 1999 were $19,406 and $12,765, 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 tenant lease termination fees of $0 in 2000, $2,584 in 1999, and $1,770 in
1998.

    The Company provides an allowance for doubtful accounts against the portion
of accounts receivable and notes receivable which is estimated to be
uncollectible. Accounts receivable and prepaid expenses and other assets in the
consolidated balance sheets are shown net of an allowance for doubtful accounts
of $505 and $731 as of December 31, 2000 and 1999, respectively.

    DEFERRED EXPENSES

    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. Deferred expenses relating to debenture
conversions of $136 were charged to paid-in capital in 1999, and fully amortized
deferred expenses of $619 and $2,436 were written off in 2000 and 1999,
respectively. In connection with property dispositions, the Company also wrote
off deferred leasing and other costs of $1,768 and $350 in 2000 and 1999,
respectively.

    The balances are as follows:

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                           -------------------
                                                             2000       1999
                                                           --------   --------
<S>                                                        <C>        <C>
Deferred financing costs, net of accumulated amortization
  of $4,379 and $2,241...................................  $ 8,047    $ 5,841
Deferred leasing and other costs, net of accumulated
  amortization of $4,067 and $2,867......................   11,226      9,405
                                                           -------    -------
                                                           $19,273    $15,246
                                                           =======    =======
</TABLE>

                                      F-7
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

               (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    PROPERTIES

    Real estate assets are stated at cost. Interest and real estate taxes and
other directly related costs incurred during construction periods are
capitalized and amortized on the same basis as the related assets. Depreciation
expense is computed using the straight-line method based upon the following
estimated useful lives:

<TABLE>
<CAPTION>
                                                                 YEARS
                                                              -----------
<S>                                                           <C>
Building and improvements...................................  31.5 and 40
Land improvements...........................................      15
Furniture, fixtures and equipment...........................    4 to 15
</TABLE>

    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, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of", whenever events or changes in circumstances have
indicated that the carrying amount of assets might not be recoverable. If
management determines that an impairment of property has occurred, the carrying
value of such property will be reduced to its fair value.

    CONSTRUCTION IN PROGRESS

    Construction in progress consists of properties currently under development.
Land acquisition costs and direct and indirect construction costs are classified
as construction in progress until the property or building is completed. Upon
completion, the project is placed in service, depreciated accordingly and
reclassified into land and building.

    REAL ESTATE HELD FOR SALE

    The Company classifies properties under contract for sale as of the end of
the quarter as real estate held for sale. The assets are stated at cost net of
accumulated depreciation, and depreciation expense ceases until the consummation
of the sale or the contract lapses.

    At December 31, 2000, the Company had approximately 0.5 million square feet
of residential properties held for sale. Net income (property revenues less real
estate taxes, property operating and leasing expenses, and depreciation and
amortization) related to the properties held for sale as of December 31, 2000
was approximately $0.1 million and $0.1 million for the twelve months ended
December 31, 2000 and 1999 respectively. There can be no assurance that such
properties held for sale will be sold.

                                      F-8
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

               (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    CASH AND CASH EQUIVALENTS

    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

    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.

    INVESTMENT IN AND ADVANCES TO AFFILIATE

    The Company accounts for its investment in affiliate 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.

    ESTIMATES

    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. Actual results could differ from those estimates.

    INCOME TAXES

    The Company qualifies 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 95%
of its taxable income 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, provided it satisfies the necessary
distribution requirements. The distributions declared and paid for the years
ended December 31, 2000, 1999 and 1998 include a return of capital of
approximately 2%, 21% and 9%, respectively.

                                      F-9
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

               (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    EARNINGS PER COMMON SHARE

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

<TABLE>
<CAPTION>
                                                               YEARS ENDED DECEMBER 31,
                                                         ------------------------------------
                                                            2000         1999         1998
                                                         ----------   ----------   ----------
<S>                                                      <C>          <C>          <C>
Numerators:
  Income before extraordinary item.....................  $   54,686   $   49,342   $   32,248
    Dividends on preferred shares......................     (10,105)      (8,318)      (6,360)
                                                         ----------   ----------   ----------
    Income available to common shareholders before
      extraordinary item--for basic EPS................      44,581       41,024       25,888
    Interest expense on dilutive convertible debenture
      conversions......................................                      451
                                                         ----------   ----------   ----------
    Income available to common shareholders before
      extraordinary item--for diluted EPS..............      44,581       41,475       25,888
  Net income available to common shareholders--for
    basic EPS..........................................      44,581       40,442       25,888
    Interest expense on dilutive convertible debenture
      conversions......................................                      451
                                                         ----------   ----------   ----------
    Net income available to common shareholders--for
      diluted EPS......................................  $   44,581   $   40,893   $   25,888
                                                         ==========   ==========   ==========
Denominators:
  Weighted average common shares outstanding--for basic
    EPS................................................  20,933,001   20,315,701   19,867,509
    Effect of convertible debenture conversion.........                  299,917
    Effect of dilutive securities--options.............     446,233      244,255      234,428
                                                         ----------   ----------   ----------
  Weighted average common shares outstanding--for
    diluted EPS........................................  21,379,234   20,859,873   20,101,937
                                                         ==========   ==========   ==========
</TABLE>

    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 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 1998 would be anti-dilutive.

    FAIR VALUE OF FINANCIAL INSTRUMENTS

    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 fair
value of these instruments was not materially different from their carrying or
contract values.

                                      F-10
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

               (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    RECLASSIFICATIONS

    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.

    ACCOUNTING PRONOUNCEMENTS

    In June, 1998, the FASB issued SFAS Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement, effective for
financial statements for fiscal years beginning after June 15, 2000, provides a
comprehensive and consistent standard for the recognition and measurement of
derivatives and hedging activities. The Company has no derivative positions as
of December 31, 2000.

    In December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB
101"), Revenue Recognition, which outlines basic criteria that must be met to
recognize revenue and provides guidance for presentation of revenue and for
disclosure related to revenue recognition policies in financial statements filed
with the SEC. The Company adopted SAB 101 in the fourth quarter of 2000 with no
impact on the Company.

    In March 2000, the FASB issued Interpretation No. 44, or FIN 44, "Accounting
for Certain Transactions Involving Stock Compensation," which is an
interpretation of Accounting Principles Board Opinion No. 25. This
interpretation clarifies:

    - the definition of employee for purposes of applying Opinion 25, which
      deals with stock compensation issues;

    - the criteria for determining whether a plan qualifies as a noncompensatory
      plan;

    - the accounting consequence of various modifications to the terms of a
      previously fixed stock option or award; and

    - this interpretation is effective July 1, 2000, but certain conclusions in
      this interpretation cover specific events that occur after either
      December 15, 1998, or January 12, 2000. To the extent that this
      interpretation covers events occurring during the period after
      December 15, 1998, or January 12, 2000, but before the effective date of
      July 1, 2000, the effects of applying this interpretation are recognized
      on a prospective basis from July 1, 2000. The adoption of FIN 44 had no
      impact on the Company.

    The Tax Relief Extension Act of 1999, or the REIT Modernization Act, will
take effect on January 1, 2001, modifies certain provisions of the Internal
Revenue Code of 1986, as amended, with respect to the taxation of REITs. Two key
provisions of this tax law change will impact future Company operations: the
availability of a taxable REIT subsidiary which may be wholly-owned directly by
a REIT and a reduction in the required level of distribution by a REIT to 90% of
ordinary taxable income. The Company acquired 100% of the common stock of CRS
and canceled its preferred stock on January 1, 2001.

                                      F-11
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

               (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

3. PROPERTY ACQUISITIONS AND DISPOSITIONS

    During each of the years ended December 31, 2000, 1999 and 1998, the Company
acquired 22, 64 and 30 properties, respectively, consisting principally of
single-tenant buildings for an aggregate purchase price of approximately
$134,933, $153,903 and $92,510, respectively. In 1999, 10 and 31 of the
properties were acquired in two separate portfolios, from unrelated third
parties. 15 of the properties in 1998 were acquired as a portfolio from an
unrelated third party. All of the remaining property acquisitions were purchased
individually and include one acquisition in 1998 which was acquired from related
parties. The properties were funded with borrowings under the Company's lines of
credit, proceeds from properties sold during 2000, 1999, and 1998, proceeds of
public offerings of the Company's common shares completed in 2000 and 1998, 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 37 properties in 2000, nine properties during 1999
and six properties during 1998 for aggregate proceeds of approximately $110,972,
$52,196 and $33,948, respectively. In 2000, 19 of the properties were disposed
of as a single portfolio.

    Due to the effect of securities offerings in November 2000, June 1999,
March 1998 and April 1998 and the 1998, 1999 and 2000 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, 2000 and 1999 is presented as if the 1999
and 2000 acquisitions and dispositions, the 1999 and 2000 securities offerings,
and the corresponding repayment of certain debt had all occurred on January 1,
1999 (or the date the property first commenced operations with a third party
tenant, if later). The 1998 unaudited proforma information is presented as if
the 1999 and 1998 offerings, the corresponding repayment of certain debt, and
the 1999 and 1998 acquisitions and dispositions had all occurred on January 1,
1998. The pro forma information is based upon historical information and does
not purport to present what actual results would have been had the offerings

                                      F-12
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

               (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

3. PROPERTY ACQUISITIONS AND DISPOSITIONS (CONTINUED)
and related transactions, in fact, occurred at the beginning of 1999 or 1998, or
to project results for any future period.

<TABLE>
<CAPTION>
                                                   PROFORMA FOR THE YEARS
                                              ---------------------------------
                                               ENDED DECEMBER 31, (UNAUDITED)
                                              ---------------------------------
                                                2000        1999        1998
                                              ---------   ---------   ---------
<S>                                           <C>         <C>         <C>
Total revenues..............................  $150,563    $128,441    $118,001
Total expenses..............................    91,659      74,230      81,416
                                              --------    --------    --------
Income before extraordinary item............    58,904      54,211      36,585
Preferred dividends.........................   (10,105)    (10,118)     (9,079)
                                              --------    --------    --------
Income available to common shareholders
  before extraordinary item.................  $ 48,799    $ 44,093    $ 27,506
                                              ========    ========    ========
Per share income available to common
  shareholders before extraordinary item:
  Basic.....................................  $   2.19    $   2.02    $   1.37
  Diluted...................................  $   2.15    $   1.99    $   1.36
</TABLE>

4. MORTGAGE NOTES RECEIVABLE

    As of December 31, 2000, the Company had mortgage notes receivable
outstanding of $3,927. The notes bear interest at rates ranging from 6.5% to
10.5% and mature at dates ranging from December, 2006 to December, 2010. As of
December 31, 1999, the Company had mortgage loans receivable outstanding of
$6,270, bearing interest ranging from 6.5% to 10.5% and maturing at dates
ranging from December, 2000 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, 2000:

<TABLE>
<S>                                                           <C>
2001........................................................   $  128
2002........................................................      143
2003........................................................      161
2004........................................................      179
2005........................................................      197
Thereafter..................................................    3,119
                                                               ------
    Total...................................................   $3,927
                                                               ======
</TABLE>

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

5. INVESTMENT IN AND ADVANCES TO AFFILIATES

    The Company holds 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 holds its interest in CRS in the form of non-voting
equity ownership, which qualifies as an unconsolidated taxable subsidiary.

                                      F-13
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

               (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

5. INVESTMENT IN AND ADVANCES TO AFFILIATES (CONTINUED)
    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 is shown below. Certain items in the
CRS financial statements have been reclassified to conform with 2000
presentation with no effect on net income.

Balance Sheets:

<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                         --------------------
                                                           2000       1999
                                                         --------   ---------
<S>                                                      <C>        <C>
Assets:
  Land.................................................  $10,560    $ 17,556
  Buildings............................................   26,497      44,832
  Construction in progress.............................   22,665      37,333
                                                         -------    --------
                                                          59,722      99,721
  Less accumulated depreciation........................     (702)       (861)
  Real estate held for sale, net of depreciation.......      918       2,511
                                                         -------    --------
                                                          59,938     101,371
  Other assets.........................................    2,705       4,484
  Investment in affiliate..............................    8,832         246
  Notes receivable.....................................    3,322      15,010
                                                         -------    --------
                                                         $74,797    $121,111
                                                         =======    ========
Liabilities:
  Note payable to affiliate--CenterPoint Properties
    Trust..............................................  $60,534    $108,584
  Participation interest due to CenterPoint Properties
    Trust..............................................       43         989
  Other liabilities....................................   12,672       6,983
                                                         -------    --------
                                                          73,249     116,556
Stockholders' equity...................................    1,548       4,555
                                                         -------    --------
                                                         $74,797    $121,111
                                                         =======    ========
</TABLE>

                                      F-14
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

               (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

5. INVESTMENT IN AND ADVANCES TO AFFILIATES (CONTINUED)
Statements of Operations:

<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                                  ------------------------------
                                                    2000       1999       1998
                                                  --------   --------   --------
<S>                                               <C>        <C>        <C>
Income:
  Property sales................................  $84,022    $80,064     $4,162
  Rental income.................................    5,595      5,070        151
  Equity in net income (loss) of affiliate......     (451)       233
  Interest income...............................      663      1,554        153
  Other income..................................      150                   450
                                                  -------    -------     ------
                                                   89,979     86,921      4,916
                                                  -------    -------     ------
Expenses:
  Cost of property sales........................   78,456     65,374      4,195
  Participation interest........................    3,607      8,637         33
  Other expenses................................    3,120      2,085      1,213
  Depreciation and amortization.................    1,295      1,206         99
  Interest......................................    5,704      5,943        880
                                                  -------    -------     ------
                                                   92,182     83,245      6,420
                                                  -------    -------     ------
Provision (benefit) for income taxes............   (1,904)     1,526       (640)
                                                  -------    -------     ------
Net income (loss)...............................  $  (299)   $ 2,150     $ (864)
                                                  =======    =======     ======
</TABLE>

    Participation interest 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 and three warehouse/ industrial properties under construction as of
December 31, 2000 and 1999, respectively, and owned seven and ten land parcels
for future developments as of December 31, 2000 and 1999, respectively.

    As of December 31, 2000 and 1999, the Company had an outstanding balance due
from CRS of $60,534 and $108,584, respectively, 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. The California Public Employees Retirement System and Jones Lang
LaSalle owns the remaining 75% of the 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. During the year, the Company earned $643 for acquisition fees, $27 for
administrative services and $100 for property management fees. At December 31,
2000, the Company had $430 receivable for these fees.

                                      F-15
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

               (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

6. LONG TERM DEBT

    The long-term debt as of December 31, 2000 and 1999 consists of the
following:

<TABLE>
<CAPTION>
                                   CARRYING AMOUNT OF
                                          NOTES                                   ESTIMATED
                                      DECEMBER 31,                   PERIODIC      BALLOON       FINAL
      PROPERTY PLEDGED AS         ---------------------   INTEREST   PAYMENT       PAYMENT      MATURITY
           COLLATERAL               2000        1999        RATE      TERMS      AT MATURITY      DATE
--------------------------------  ---------   ---------   --------   --------   -------------   --------
<S>                               <C>         <C>         <C>        <C>        <C>             <C>
MORTGAGE NOTES PAYABLE AND OTHER
  DEBT:
Designated pool of 18 and 20
  properties....................  $ 50,000    $ 50,000      7.62%    $ 318(a)     $ 50,000       11/1/02
850 Arthur Avenue
  Elk Grove Village, IL (d).....                   575      8.00%       12(b)          575       10/3/00
11801 South Central
  Alsip, IL.....................     4,420       4,669      7.35%       49(c)                     1/1/12
16750 Vincennes
  South Holland, IL.............     4,135                  7.75%       31(c)        3,514       8/15/09
5700 McDermott
  Berkeley, IL..................       836                  9.75%       10(c)                    10/1/11
440 N. Lake Street
  Miller, IN....................    21,348      21,532     6.195%(e)   126(c)        1,680        7/1/34
Capitalized lease obligation....       705         872      7.00%       19(c)          101       12/1/03
                                  --------    --------
                                    81,444      77,648
                                  --------    --------
SENIOR UNSECURED DEBT:
Bonds Payable--1998.............   100,000     100,000      6.75%         (f)      100,000        4/1/05
Bonds Payable--1999.............   100,000     100,000     7.142%         (f)      100,000       3/15/04
Bonds Payable--2000.............   150,000                   7.9%         (f)      150,000       1/15/03
                                  --------    --------
                                   350,000     200,000
                                  --------    --------
TAX EXEMPT DEBT:
City of Chicago Revenue Bonds...    44,100      55,000         (g)        (a)       44,100        9/8/32

LINE OF CREDIT:
Revolving line of credit........    72,200     221,700         (h)        (a)                   10/24/03
                                  --------    --------
Total long term debt............  $547,744    $554,348
                                  ========    ========
</TABLE>

------------------------
(a) The note requires monthly payments of interest only.

(b) The note requires quarterly payments of interest only.

(c) Amount represents the monthly payment of principal and interest.

(d) In October, 2000, the Company repaid the outstanding amount upon maturity.

(e) In June, 1999 the Company refinanced the Economic Development Revenue Bonds
    issued in April, 1996 by the City of Gary, Indiana. The Company refinanced
    the debt with a 35 year assumable, HUD non-recourse mortgage debt.

(f)  The note requires semi-annual payments of interest only.

(g) These Variable/Fixed Rate Demand Special Facilities Airport Revenue Bonds
    issued by the City of Chicago, Illinois are enhanced by a letter of credit.
    The letter of credit contains certain financial

                                      F-16
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

               (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

6. LONG TERM DEBT (CONTINUED)
    covenants pertaining to consolidated net worth. The tax-exempt bonds bear
    initial interest at a Weekly Adjustable Interest Rate, which from time to
    time may be changed by the Company, at a rate determined by the Remarketing
    Agent (5.1% and 5.5% at December 31, 2000 and 1999, respectively). In
    August, 2000, the Company paid down $10,900 of the outstanding bonds from
    available original proceeds reflecting the reduced scope of the construction
    project. The bonds require monthly payments of interest only and mature in
    September, 2032. Of the original proceeds, the Company holds $3,098 and
    $16,852 in escrow at December 31, 2000 and 1999, respectively, for future
    construction costs.

(h) In September, 2000, the Company increased its unsecured line of credit
    facility, which originated in October, 1996, to $350,000. The interest rate
    at December 31, 2000 ranges from 7.6875% to 7.8125% (LIBOR plus 1.0%) for
    LIBOR borrowings and Prime Rate (9.5%) for other borrowings. The interest
    rate at December 31, 1999 is 7.5% (LIBOR plus 1.0%) for LIBOR borrowings and
    Prime Rate (8.5%) for other borrowings. The line requires payments of
    interest only when LIBOR contracts mature and monthly on borrowings under
    Prime Rate. There is a commitment fee of $700 per year. At December 31, 2000
    and 1999, the Company had $277,800 and $28,300, respectively, available
    under the line.

    As of December 31, 2000 mortgage notes, other debt, senior unsecured debt,
tax exempt debt and line of credit mature as follows:

<TABLE>
<S>                                                           <C>
2001........................................................  $    741
2002........................................................    50,796
2003........................................................   223,056
2004........................................................   100,825
2005........................................................   100,749
Thereafter..................................................    71,577
                                                              --------
  Total.....................................................  $547,744
                                                              ========
</TABLE>

    Based on borrowing rates available to the Company at the end of 2000 and
1999 for mortgage loans with similar terms and maturities, the fair value of the
mortgage notes payable approximates the carrying values.

    Land, buildings and equipment related to such mortgages with an aggregate
net book value of approximately $131,931 at December 31, 2000 and $123,960 at
December 31, 1999 have been pledged as collateral for the above debt.

7. EXTRAORDINARY ITEM

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

                                      F-17
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

               (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

8. SHAREHOLDERS' EQUITY

    COMMON SHARES OF BENEFICIAL INTEREST

    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, 2000 and 1999, the Company had outstanding shares
of 22,283,930 and 20,649,801, respectively.

    CLASS B COMMON SHARES OF BENEFICIAL INTEREST

    On September 22, 1995, the Company completed a $50 million private equity
placement of 2,272,727 non-voting preferred shares of beneficial interest at a
price of $22 per share. In May, 1996, the preferred shares of beneficial
interest automatically converted, on a share for share basis, to non-voting
Class B Common Shares, upon shareholder approval of an amendment to the
Company's charter permitting non-voting Class B Common Shares at the Company's
annual meeting. Distributions on the non-voting shares were equal to the
distribution paid on the voting shares of the Company plus an additional $.0468
per share. In October, 1998, 874,639 non-voting Class B Shares converted to
voting shares. In January, 1999, February, 1999, and August, 1999, 536,981,
784,305 and 76,802, respectively, of non-voting Class B Shares converted to
voting shares. There were no Class B Shares outstanding after the August, 1999
conversion. After conversion to voting common, the distribution paid was the
same as all other voting common shares.

    SERIES A CUMULATIVE REDEEMABLE PREFERRED SHARES OF BENEFICIAL INTEREST

    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.

    SERIES B CONVERTIBLE CUMULATIVE REDEEMABLE PREFERRED SHARES OF BENEFICIAL
     INTEREST

    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-18
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

               (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

9. STOCK INCENTIVE PLANS

    As of December 31, 2000 the Company has reserved 1,000,000 common shares for
future issuance under the 2000 Omnibus Employee Retention and Incentive Plan,
59,711 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.

    2000 OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN

    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. 200,000 options were granted in July, 2000. 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.

    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. Also, 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.

    In addition, 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.

    RESTRICTED STOCK INCENTIVE PLAN

    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

                                      F-19
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

               (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

9. STOCK INCENTIVE PLANS (CONTINUED)
effective May 10, 2000, which succeeds the 1995 Restricted Stock Incentive Plan.
No further grants will be made from this 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 2000, 1999, and 1998 was
$515, $49 and $201, respectively.

    DIRECTOR STOCK PLAN

    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 2000, 1999, and 1998,
2,640, 3,058 and 2,304 Common Shares were issued under this plan, respectively.
In connection with the issuance of such shares, $100, $110 and $80 was charged
to expense in 2000, 1999 and 1998, respectively.

    SHAREHOLDER RIGHTS PLAN

    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.

    STOCK OPTIONS OUTSTANDING

    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 Trustee
granted 200,000 options under the terms of the 2000 Plan on July 5, 2000.

    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-20
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

               (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

9. STOCK INCENTIVE PLANS (CONTINUED)
increments after one year from date of grant. Option activity for the three
years ended December 31, 2000 is as follows:

<TABLE>
<CAPTION>
                                              2000                   1999                   1998
                                      --------------------   --------------------   --------------------
                                                  WEIGHTED               WEIGHTED               WEIGHTED
                                                  AVERAGE                AVERAGE                AVERAGE
                                                  EXERCISE               EXERCISE               EXERCISE
                                       SHARES      PRICE      SHARES      PRICE      SHARES      PRICE
                                      ---------   --------   ---------   --------   ---------   --------
<S>                                   <C>         <C>        <C>         <C>        <C>         <C>
Outstanding at beginning of year....  1,497,905    $28.70    1,249,158    $27.73      755,669    $22.92
  Granted...........................    453,803     37.85      363,231     32.45      588,179     33.97
  Exercised.........................    (52,699)    23.53      (51,257)    26.09      (25,500)    18.86
  Expired...........................    (14,372)    32.62      (63,227)    33.21      (69,190)    32.00
                                      ---------              ---------              ---------
Outstanding at end of year..........  1,884,637    $31.01    1,497,905    $28.70    1,249,158    $27.73
                                      =========              =========              =========
Exercisable at end of year..........    787,659                596,782                441,126
Available for future grant at year
  end...............................  1,000,000                405,050                569,155
Weighted average per share fair
  value of options granted during
  the year..........................               $ 5.20                 $ 4.26                 $ 4.92
</TABLE>

    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:

<TABLE>
<CAPTION>
                                                    2000       1999       1998
                                                  --------   --------   --------
<S>                                               <C>        <C>        <C>
Risk free interest rate.........................     6.4%       5.4%       5.7%
Dividend yield..................................     5.0%       5.5%       5.1%
Expected lives..................................  6 years    6 years    6 years
Expected volatility.............................    15.3%      18.9%      18.6%
</TABLE>

    The following table summarizes information about stock options at
December 31, 2000:

<TABLE>
<CAPTION>
                OPTIONS OUTSTANDING                     OPTIONS EXERCISABLE
----------------------------------------------------   ----------------------
                               WEIGHTED
                                AVERAGE     WEIGHTED     NUMBER      WEIGHTED
                  NUMBER       REMAINING    AVERAGE    EXERCISABLE   AVERAGE
   RANGE OF     OUTSTANDING   CONTRACTUAL   EXERCISE       AT        EXERCISE
EXERCISE PRICE  AT 12/31/00      LIFE        PRICE      12/31/00      PRICE
--------------  -----------   -----------   --------   -----------   --------
<C>             <C>           <S>           <C>        <C>           <C>
$18.25-$24.88...    444,251   3.9 years      $19.42      427,673      $19.28
$31.50-$35.94...  1,202,386   8.5 years      $33.42      359,986      $33.05
$37.81-$41.00...    238,000   10.0 years     $40.49           --          --
</TABLE>

    The Company has applied Accounting Principles Board Opinion No. 25 and
related interpretations in accounting for its 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

                                      F-21
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

               (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

9. STOCK INCENTIVE PLANS (CONTINUED)
date for options granted in 2000, 1999 and 1998 in accordance with the method
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:

<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31,
                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                               ---------------------------------------
                                                 2000           1999           1998
                                               ---------      ---------      ---------
<S>                                            <C>            <C>            <C>
Net income available to common shareholders
  As reported................................   $44,581        $40,442        $25,888
  Pro forma..................................   $42,221        $38,895        $25,406
Per share net income available to common
  shareholders
  As reported
    Basic....................................      2.13           1.99           1.30
    Diluted..................................      2.09           1.96           1.29
  Pro forma
    Basic....................................      2.02           1.91           1.28
    Diluted..................................      1.97           1.89           1.26
</TABLE>

10. FUTURE RENTAL REVENUES

    Under existing noncancelable operating lease agreements as of December 31,
2000, tenants of the warehouse/industrial properties are committed to pay in
aggregate the following minimum rentals:

<TABLE>
<S>                                                           <C>
2001........................................................  $102,755
2002........................................................    89,873
2003........................................................    78,588
2004........................................................    69,527
2005........................................................    60,306
Thereafter..................................................   250,908
                                                              --------
    Total...................................................  $651,957
                                                              ========
</TABLE>

    At December 31, 2000 and 1999, 632 and 636, respectively, of the total 682
apartments available for rental at the Lakeshore Dunes property were leased.
Lease terms are generally for one year.

                                      F-22
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

               (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

11. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31,
                                                              --------------------------------
                                                                2000        1999        1998
                                                              ---------   ---------   --------
<S>                                                           <C>         <C>         <C>
Supplemental disclosure of cash flow information:
  Interest paid, net of interest capitalized................  $  18,153   $ 17,655    $ 12,122
  Interest capitalized......................................      3,404      1,926       2,214
  Dividends declared, not paid..............................      1,060      1,060       1,060
In conjunction with the property acquisitions, the Company
  assumed the following assets and liabilities:
  Purchase of real estate...................................  $ 134,933   $153,903    $ 92,510
  Liabilities, net of other assets..........................        851     (3,662)     (2,224)
  Mortgage notes payable....................................     (5,049)               (20,586)
                                                              ---------   --------    --------
  Acquisition of real estate................................  $ 130,735   $150,241    $ 69,700
                                                              =========   ========    ========
In conjunction with the property dispositions, the Company
  disposed of the following assets and liabilities:
  Sale of real estate.......................................  $ (94,269)  $(50,889)   $(32,841)
  Mortgage note receivable..................................      7,200      3,139
  Liabilities, net of other assets..........................     (4,675)       640         565
  Gain on disposal of real estate...........................    (19,228)    (5,086)     (1,672)
                                                              ---------   --------    --------
  Proceeds on disposition of real estate....................  $(110,972)  $(52,196)   $(33,948)
                                                              =========   ========    ========
Conversion of convertible subordinated debentures payable:
  Convertible subordinated dentures converted...............              $  8,058    $  3,682
  Common shares issued at $18.25 per share; 0, 441,513 and
    201,748.................................................                 8,057       3,682
                                                                          --------    --------
  Cash disbursed for fractional shares......................              $      1    $
                                                                          ========    ========
</TABLE>

12. 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 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, 2000, four of the properties owned are subject to purchase
options held by certain tenants. The purchase options are exercisable at various
intervals through 2006 for amounts that are greater than the net book value of
the assets.

13. SUBSEQUENT TRANSACTIONS

    On January 24, 2001 the Lake Shore Dunes property was sold and the
$21.3 million mortgage note payable that was secured by the property was assumed
by the new owner.

    Effective January 1, 2001, the Company acquired 100% of the common stock of
CRS. 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 fully consolidated with the

                                      F-23
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

               (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)

13. SUBSEQUENT TRANSACTIONS (CONTINUED)
Company. During 2001, the Company will elect for CRS to be treated as a taxable
REIT subsidiary, as permitted by the Tax Relief Extension Act of 1999.

14. QUARTERLY FINANCIAL HIGHLIGHTS (UNAUDITED)

    The following table reflects the results of operations for the Company
during the four quarters of 2000 and 1999 (dollars in thousands, except unit and
per share data).

<TABLE>
<CAPTION>
                                                                   QUARTER ENDED
                                                ---------------------------------------------------
                                                MARCH 31,   JUNE 30,   SEPTEMBER 30,   DECEMBER 31,
                                                  2000        2000         2000            2000
                                                ---------   --------   -------------   ------------
<S>                                             <C>         <C>        <C>             <C>
Total revenues................................   $38,388    $39,421       $41,940        $38,730
Income before extraordinary income............    11,871     13,136        14,618         15,061
Net income available to common shareholders...     9,343     10,608        12,090         12,538
Net income available to common shareholders
  per share before extraordinary item:
  Basic.......................................      0.45       0.51          0.58           0.58
  Diluted.....................................      0.45       0.50          0.57           0.57
Net income available to common shareholders
  per share:
  Basic.......................................      0.45       0.51          0.58           0.58
  Diluted.....................................      0.45       0.50          0.57           0.57
Per share distributions.......................    0.5025     0.5025        0.5025         0.5025
</TABLE>

<TABLE>
<CAPTION>
                                                                   QUARTER ENDED
                                                ---------------------------------------------------
                                                MARCH 31,   JUNE 30,   SEPTEMBER 30,   DECEMBER 31,
                                                  1999        1999         1999            1999
                                                ---------   --------   -------------   ------------
<S>                                             <C>         <C>        <C>             <C>
Total revenues................................   $33,596    $32,054       $40,046        $33,240
Income before extraordinary income............    12,159      7,952        16,185         13,046
Net income available to common shareholders...    10,569      5,708        13,646         10,519
Net income available to common shareholders
  per share before extraordinary item:
  Basic.......................................      0.52       0.31          0.67           0.51
  Diluted.....................................      0.52       0.31          0.67           0.50
Net income available to common shareholders
  per share:
  Basic.......................................      0.52       0.28          0.67           0.51
  Diluted.....................................      0.52       0.28          0.67           0.50
Per share distributions.......................     0.475      0.475         0.475          0.475
</TABLE>

                                      F-24
<PAGE>
                       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 22, 2001 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.

                                          PRICEWATERHOUSECOOPERS LLP

Chicago, Illinois
February 22, 2001

                                      F-25
<PAGE>
                                                                     SCHEDULE II

                          CENTERPOINT PROPERTIES TRUST

                       VALUATION AND QUALIFYING ACCOUNTS

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                   BEGINNING   CHARGE TO COST AND                                 ENDING
DESCRIPTION                         BALANCE         EXPENSES        RECOVERIES   DEDUCTIONS(A)   BALANCE
-----------                        ---------   ------------------   ----------   -------------   --------
<S>                                <C>         <C>                  <C>          <C>             <C>
For year ended December 31, 2000:
  Allowance for doubtful
    accounts.....................    $731             $430          $      --        ($656)        $505
                                     ====             ====          =========        =====         ====

For year ended December 31, 1999:
  Allowance for doubtful
    accounts.....................    $575             $659          $      --        ($503)        $731
                                     ====             ====          =========        =====         ====

For year ended December 31, 1998:
  Allowance for doubtful
    accounts.....................    $272             $550          $      --        ($247)        $575
                                     ====             ====          =========        =====         ====
</TABLE>

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

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

                                      F-26
<PAGE>
                                                                    SCHEDULE III

                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                            AS OF DECEMBER 31, 2000
<TABLE>
<CAPTION>

                                                      INITIAL COSTS
                                                 ------------------------            COSTS CAPITALIZED
                                                                                 SUBSEQUENT TO ACQUISITION
                                                            BUILDINGS AND   ------------------------------------
                                  ENCUMBRANCES              IMPROVEMENTS               BUILDINGS AND   CARRYING
DESCRIPTION                           (E)          LAND          (A)          LAND     IMPROVEMENTS    COSTS (B)
-----------                       ------------   --------   -------------   --------   -------------   ---------
<S>                               <C>            <C>        <C>             <C>        <C>             <C>
WAREHOUSE/INDUSTRIAL PROPERTIES:
425 W. 151st Street
  East Chicago, IN..............                  $  252      $  1,805       $   33      $  5,304       $ 1,155
201 Mississippi Street
  Gary, IN......................   $50,000(g)        807         9,948          278        22,656
1201 Lunt Avenue
  Elk Grove Village, IL.........          (g)         57           146            1             7
620 Butterfield Road
  Mundelein, IL.................                     335         1,974           61           371
1319 Marquette Drive
  Romeoville, IL................          (g)        948         2,530                        113
900 E. 103rd Street
  Chicago, IL...................                   2,226        10,693                      8,364
1520 Pratt Avenue
  Elk Grove Village, IL.........          (g)        498         1,558                         11
1850 Greenleaf
  Elk Grove Village, IL.........                     509         1,386                        356
2743 Armstrong Court
  Des Plaines, IL...............                   1,320         2,679                        282
5990 Touhy Avenue
  Niles, IL.....................                   2,047         8,509                      1,445
2339 Ernie Krueger Court
  Waukegan, IL..................                     158         1,819                         10
1400 Busse Road
  Elk Grove Village, IL.........                     439         5,719                        306
1250 Carolina Drive
  West Chicago, IL..............                     583         3,836                        266
5619 W. 115th Street
  Alsip, IL.....................          (g)      2,267        12,169                      1,864
825 Tollgate Road
  Elgin, IL.....................          (g)        712         3,584                        112
720 Frontenac
  Naperville, IL................                   1,014         4,055           22           203
820 Frontenac
  Naperville, IL................                     906         3,626                        181
1120 Frontenac
  Naperville, IL................                     791         3,164           23           743
1510 Frontenac
  Naperville, IL................                     621         2,485           16            95
1020 Frontenac
  Naperville, IL................                     591         2,363           11           446
1560 Frontenac
  Naperville, IL................                     508         2,034           12           178
920 Frontenac
  Naperville, IL................                     717         2,367                        576
1 Wildlife Way
  Long Grove, IL................                     530         2,122                        137

<CAPTION>

                                    GROSS AMOUNTS AT WHICH
                                  CARRIED AT CLOSE OF PERIOD
                                  --------------------------
                                               BUILDINGS AND                   ACCUMULATED
DESCRIPTION                          LAND      IMPROVEMENTS    TOTAL (C) (D)   DEPRECIATION
-----------                       ----------   -------------   -------------   ------------
<S>                               <C>          <C>             <C>             <C>
WAREHOUSE/INDUSTRIAL PROPERTIES:
425 W. 151st Street
  East Chicago, IN..............   $    285      $  8,264       $    8,549      $  (3,502)
201 Mississippi Street
  Gary, IN......................      1,085        32,604       $   33,689        (12,134)
1201 Lunt Avenue
  Elk Grove Village, IL.........         58           153       $      211            (35)
620 Butterfield Road
  Mundelein, IL.................        396         2,345       $    2,741           (456)
1319 Marquette Drive
  Romeoville, IL................        948         2,643       $    3,591           (577)
900 E. 103rd Street
  Chicago, IL...................      2,226        19,057       $   21,283         (3,462)
1520 Pratt Avenue
  Elk Grove Village, IL.........        498         1,569       $    2,067           (350)
1850 Greenleaf
  Elk Grove Village, IL.........        509         1,742       $    2,251           (340)
2743 Armstrong Court
  Des Plaines, IL...............      1,320         2,961       $    4,281           (641)
5990 Touhy Avenue
  Niles, IL.....................      2,047         9,954       $   12,001         (2,121)
2339 Ernie Krueger Court
  Waukegan, IL..................        158         1,829       $    1,987           (409)
1400 Busse Road
  Elk Grove Village, IL.........        439         6,025       $    6,464         (1,561)
1250 Carolina Drive
  West Chicago, IL..............        583         4,102       $    4,685           (902)
5619 W. 115th Street
  Alsip, IL.....................      2,267        14,033       $   16,300         (3,071)
825 Tollgate Road
  Elgin, IL.....................        712         3,696       $    4,408           (815)
720 Frontenac
  Naperville, IL................      1,036         4,258       $    5,294           (938)
820 Frontenac
  Naperville, IL................        906         3,807       $    4,713           (832)
1120 Frontenac
  Naperville, IL................        814         3,907       $    4,721           (849)
1510 Frontenac
  Naperville, IL................        637         2,580       $    3,217           (571)
1020 Frontenac
  Naperville, IL................        602         2,809       $    3,411           (577)
1560 Frontenac
  Naperville, IL................        520         2,212       $    2,732           (472)
920 Frontenac
  Naperville, IL................        717         2,943       $    3,660           (608)
1 Wildlife Way
  Long Grove, IL................        530         2,259       $    2,789           (474)

<CAPTION>
                                                                LIFE UPON
                                                                  WHICH
                                                               DEPRECIATION
                                                                IN LATEST
                                                                  INCOME
                                      DATE OF         DATE     STATEMENT IS
DESCRIPTION                        CONSTRUCTION     ACQUIRED     COMPUTED
-----------                       ---------------   --------   ------------
<S>                               <C>               <C>        <C>
WAREHOUSE/INDUSTRIAL PROPERTIES:
425 W. 151st Street
  East Chicago, IN..............  1913/1988-1990     1987                (f)
201 Mississippi Street
  Gary, IN......................  1946/1985-1988     1985                (f)
1201 Lunt Avenue
  Elk Grove Village, IL.........            1971     1993                (f)
620 Butterfield Road
  Mundelein, IL.................            1990     1993                (f)
1319 Marquette Drive
  Romeoville, IL................       1990-1991     1993                (f)
900 E. 103rd Street
  Chicago, IL...................            1910     1993                (f)
1520 Pratt Avenue
  Elk Grove Village, IL.........            1968     1993                (f)
1850 Greenleaf
  Elk Grove Village, IL.........            1965     1993                (f)
2743 Armstrong Court
  Des Plaines, IL...............       1989-1990     1993                (f)
5990 Touhy Avenue
  Niles, IL.....................            1957     1993                (f)
2339 Ernie Krueger Court
  Waukegan, IL..................            1990     1993                (f)
1400 Busse Road
  Elk Grove Village, IL.........            1987     1993                (f)
1250 Carolina Drive
  West Chicago, IL..............       1989-1990     1993                (f)
5619 W. 115th Street
  Alsip, IL.....................            1974     1993                (f)
825 Tollgate Road
  Elgin, IL.....................       1989-1991     1993                (f)
720 Frontenac
  Naperville, IL................            1991     1993                (f)
820 Frontenac
  Naperville, IL................            1988     1993                (f)
1120 Frontenac
  Naperville, IL................            1980     1993                (f)
1510 Frontenac
  Naperville, IL................            1986     1993                (f)
1020 Frontenac
  Naperville, IL................            1980     1993                (f)
1560 Frontenac
  Naperville, IL................            1987     1993                (f)
920 Frontenac
  Naperville, IL................            1987     1993                (f)
1 Wildlife Way
  Long Grove, IL................            1994     1994                (f)
</TABLE>

                                      F-27
<PAGE>
<TABLE>
<CAPTION>

                                                    INITIAL COSTS
                                               ------------------------            COSTS CAPITALIZED
                                                                               SUBSEQUENT TO ACQUISITION
                                                          BUILDINGS AND   ------------------------------------
                                ENCUMBRANCES              IMPROVEMENTS               BUILDINGS AND   CARRYING
DESCRIPTION                         (E)          LAND          (A)          LAND     IMPROVEMENTS    COSTS (B)
-----------                     ------------   --------   -------------   --------   -------------   ---------
<S>                             <C>            <C>        <C>             <C>        <C>             <C>
900 W. University Drive
  Arlington Heights, IL.......          (g)        817         3,268           17            96
745 Birginal Drive
  Bensenville, IL.............                     601         2,406            1           497
21399 Torrence Avenue
  Sauk Village, IL............                   1,550         6,199          565           707
2600 N. Elmhurst Road
  Elk Grove Village, IL.......                     842         3,366            1            46
8901 W. 102nd Street
  Pleasant Prarie, WI.........          (g)        900         3,608                         51
8200 100th Street
  Pleasant Prarie, WI.........          (g)      1,220         4,890                         37
825-845 Hawthorne
  West Chicago, IL............                     721         2,884           23         1,094
1700 Butterfield Road
  Mundelein, IL...............                     342         1,371                        150
10601 Seymour Avenue
  Franklin Park, IL...........                   2,020         8,081          184        13,271
11701 South Central
  Alsip, IL...................                   1,241         4,964           22         1,432
11601 South Central
  Alsip, IL...................                   1,071         4,285           53         1,347
850 Arthur Avenue
  Elk Grove Village, IL.......                     270         1,081            2           332
1827 North Bendix Drive
  South Bend, IN..............          (g)      1,010         4,040           24           185
4400 S. Kolmar
  Chicago, IL.................          (g)        603         2,412            9           215
6600 River Road
  Hodgkins, IL................                   2,640        10,562           47           805
7501 N. 81st Street
  Milwaukee, WI...............                   1,018         4,073           19            83
1100 Chase Avenue
  Elk Grove Village, IL.......          (g)        248           993            7           246
2553 N. Edgington
  Franklin Park, IL...........                   1,870         7,481           67         1,902
875 Fargo Avenue
  Elk Grove Village, IL.......                     572         2,284           14         1,078
1800 Bruning Drive
  Itasca, IL..................                   1,999         7,995           27           213
1501 Pratt
  Elk Grove Village, IL.......                   1,047         4,189           72           553
400 N. Wolf Road
  Northlake, IL...............                   4,504        18,017         (996)        9,567
16400 W. 103rd Street
  Lemont, IL..................                     446         1,748           21           304
425 S. 37th Avenue
  St. Charles, IL.............                     644         2,575            7           260

<CAPTION>

                                 GROSS AMOUNTS AT WHICH
                                   CARRIED AT CLOSE OF
                                         PERIOD
                                -------------------------
                                            BUILDINGS AND                   ACCUMULATED
DESCRIPTION                       LAND      IMPROVEMENTS    TOTAL (C) (D)   DEPRECIATION
-----------                     ---------   -------------   -------------   ------------
<S>                             <C>         <C>             <C>             <C>
900 W. University Drive
  Arlington Heights, IL.......       834         3,364       $    4,198           (693)
745 Birginal Drive
  Bensenville, IL.............       602         2,903       $    3,505           (550)
21399 Torrence Avenue
  Sauk Village, IL............     2,115         6,906       $    9,021         (1,397)
2600 N. Elmhurst Road
  Elk Grove Village, IL.......       843         3,412       $    4,255           (626)
8901 W. 102nd Street
  Pleasant Prarie, WI.........       900         3,659       $    4,559           (717)
8200 100th Street
  Pleasant Prarie, WI.........     1,220         4,927       $    6,147           (971)
825-845 Hawthorne
  West Chicago, IL............       744         3,978       $    4,722           (612)
1700 Butterfield Road
  Mundelein, IL...............       342         1,521       $    1,863           (265)
10601 Seymour Avenue
  Franklin Park, IL...........     2,204        21,352       $   23,556         (2,390)
11701 South Central
  Alsip, IL...................     1,263         6,396       $    7,659           (962)
11601 South Central
  Alsip, IL...................     1,124         5,632       $    6,756           (820)
850 Arthur Avenue
  Elk Grove Village, IL.......       272         1,413       $    1,685           (224)
1827 North Bendix Drive
  South Bend, IN..............     1,034         4,225       $    5,259           (676)
4400 S. Kolmar
  Chicago, IL.................       612         2,627       $    3,239           (410)
6600 River Road
  Hodgkins, IL................     2,687        11,367       $   14,054         (1,653)
7501 N. 81st Street
  Milwaukee, WI...............     1,037         4,156       $    5,193           (609)
1100 Chase Avenue
  Elk Grove Village, IL.......       255         1,239       $    1,494           (187)
2553 N. Edgington
  Franklin Park, IL...........     1,937         9,383       $   11,320         (1,229)
875 Fargo Avenue
  Elk Grove Village, IL.......       586         3,362       $    3,948           (447)
1800 Bruning Drive
  Itasca, IL..................     2,026         8,208       $   10,234         (1,168)
1501 Pratt
  Elk Grove Village, IL.......     1,119         4,742       $    5,861           (670)
400 N. Wolf Road
  Northlake, IL...............     3,508        27,584       $   31,092         (3,511)
16400 W. 103rd Street
  Lemont, IL..................       467         2,052       $    2,519           (259)
425 S. 37th Avenue
  St. Charles, IL.............       651         2,835       $    3,486           (375)

<CAPTION>
                                                                     LIFE UPON
                                                                       WHICH
                                                                    DEPRECIATION
                                                                     IN LATEST
                                                                       INCOME
                                                                     STATEMENT
                                    DATE OF            DATE              IS
DESCRIPTION                      CONSTRUCTION        ACQUIRED         COMPUTED
-----------                     ---------------   ---------------   ------------
<S>                             <C>               <C>               <C>
900 W. University Drive
  Arlington Heights, IL.......            1974              1994          (f)
745 Birginal Drive
  Bensenville, IL.............            1974              1994          (f)
21399 Torrence Avenue
  Sauk Village, IL............            1987              1994          (f)
2600 N. Elmhurst Road
  Elk Grove Village, IL.......            1995              1995          (f)
8901 W. 102nd Street
  Pleasant Prarie, WI.........            1990              1994          (f)
8200 100th Street
  Pleasant Prarie, WI.........            1990              1994          (f)
825-845 Hawthorne
  West Chicago, IL............            1974              1995          (f)
1700 Butterfield Road
  Mundelein, IL...............            1976              1995          (f)
10601 Seymour Avenue
  Franklin Park, IL...........       1963/1965              1995          (f)
11701 South Central
  Alsip, IL...................            1972              1995          (f)
11601 South Central
  Alsip, IL...................            1971              1995          (f)
850 Arthur Avenue
  Elk Grove Village, IL.......       1972/1973              1995          (f)
1827 North Bendix Drive
  South Bend, IN..............       1964/1990              1995          (f)
4400 S. Kolmar
  Chicago, IL.................            1964              1995          (f)
6600 River Road
  Hodgkins, IL................         Unknown              1996          (f)
7501 N. 81st Street
  Milwaukee, WI...............            1987              1996          (f)
1100 Chase Avenue
  Elk Grove Village, IL.......            1969              1996          (f)
2553 N. Edgington
  Franklin Park, IL...........       1967/1989              1996          (f)
875 Fargo Avenue
  Elk Grove Village, IL.......            1979              1996          (f)
1800 Bruning Drive
  Itasca, IL..................       1975/1978              1996          (f)
1501 Pratt
  Elk Grove Village, IL.......            1973              1996          (f)
400 N. Wolf Road
  Northlake, IL...............       1956/1965              1996          (f)
16400 W. 103rd Street
  Lemont, IL..................            1983              1996          (f)
425 S. 37th Avenue
  St. Charles, IL.............            1976              1996          (f)
</TABLE>

                                      F-28
<PAGE>
<TABLE>
<CAPTION>

                                                 INITIAL COSTS
                                            ------------------------      COSTS CAPITALIZED
                                                                       SUBSEQUENT TO ACQUISITION
                                                       BUILDINGS AND   ------------------------
                             ENCUMBRANCES              IMPROVEMENTS               BUILDINGS AND
DESCRIPTION                      (E)          LAND          (A)          LAND     IMPROVEMENTS
-----------                  ------------   --------   -------------   --------   -------------
<S>                          <C>            <C>        <C>             <C>        <C>
Lot 51-Naperville Business
  Center
  Naperville, IL...........                     210             0                         16
3145 Central Avenue
  Waukeegan, IL............                   1,270         5,080           20         1,797
2003-2207 South 114th
  Street
  West Allis, WI...........                     942         3,770            7           224
2801 S. Busse Road
  Elk Grove Village, IL....          (g)      1,875         7,556           12           589
6464 West 51st Street
  Forest View, IL..........                     934         3,734            4           299
6500 West 51st Street
  Forest View, IL..........                     805         3,221            4           106
7447 South Central Avenue
  Bedford Park, IL.........          (g)        437         1,748            8           118
7525 S. Sayre Avenue
  Bedford Park, IL.........                     587         2,345            5           629
1 Allsteel Drive
  Aurora, IL...............                   2,458         9,832         (252)        8,059
2525 Busse Highway
  Elk Grove Village, IL....                   5,400        12,601         (727)        8,830
106th and Buffalo Avenue
  Chicago, IL..............                     248           992            9           631
7400 South Narragansett
  Bedford Park,IL..........                     743         2,972           10           347
2701 S. Busse Road
  Elk Grove Village, IL....          (g)      1,875         5,667            4         1,333
East Avenue and 55th Street
  McCook, IL...............                   1,190         4,761           57         4,651
6757 S. Sayre
  Bedford Park, IL.........                   1,236         4,945            7           160
1951 Landmeir Road
  Elk Grove Village, IL....                     280         1,120           12            51
1355 Enterprise Drive
  Romeoville, IL...........                     580         2,320            8           518
5700 West Touhy Avenue
  Niles, IL................                   8,749        27,762           98        22,119
110-190 Old Higgins Road
  Des Plaines, IL..........                   1,862         7,447           12         1,636
1475 S. 101st Street
  West Allis, WI...........                     331         1,323            1            85
1333 Grandview Drive
  Yorkville, WI............                   1,516         6,062            5            21
2301 Route 30
  Plainfield, IL...........                   1,217         4,868           69         2,544
1796 Sherwin Avenue
  Des Plaines, IL..........          (g)        944         3,778           12         1,040
2727 W. Diehl Road
  Naperville, IL...........                   3,071        14,232            5           397

<CAPTION>

                             COSTS CAPITALIZED S AMOUNTS AT WHICH
                           SUBSEQUENT TO ACQUISITION
                             ---------   --------------------------
                             CARRYING                 BUILDINGS AND                   ACCUMULATED
DESCRIPTION                  COSTS (B)      LAND      IMPROVEMENTS    TOTAL (C) (D)   DEPRECIATION
-----------                  ---------   ----------   -------------   -------------   ------------
<S>                          <C>         <C>          <C>             <C>             <C>
Lot 51-Naperville Business
  Center
  Naperville, IL...........       210                         16       $      226             (2)
3145 Central Avenue
  Waukeegan, IL............                  1,290         6,877       $    8,167           (838)
2003-2207 South 114th
  Street
  West Allis, WI...........                    949         3,994       $    4,943           (457)
2801 S. Busse Road
  Elk Grove Village, IL....       107        1,887         8,252       $   10,139           (978)
6464 West 51st Street
  Forest View, IL..........                    938         4,033       $    4,971           (460)
6500 West 51st Street
  Forest View, IL..........                    809         3,327       $    4,136           (382)
7447 South Central Avenue
  Bedford Park, IL.........                    445         1,866       $    2,311           (210)
7525 S. Sayre Avenue
  Bedford Park, IL.........                    592         2,974       $    3,566           (302)
1 Allsteel Drive
  Aurora, IL...............                  2,206        17,891       $   20,097         (1,929)
2525 Busse Highway
  Elk Grove Village, IL....                  4,673        21,431       $   26,104         (2,065)
106th and Buffalo Avenue
  Chicago, IL..............                    257         1,623       $    1,880           (227)
7400 South Narragansett
  Bedford Park,IL..........                    753         3,319       $    4,072           (337)
2701 S. Busse Road
  Elk Grove Village, IL....       255        1,879         7,255       $    9,134           (701)
East Avenue and 55th Street
  McCook, IL...............     1,247                      9,412       $   10,659           (757)
6757 S. Sayre
  Bedford Park, IL.........                  1,243         5,105       $    6,348           (519)
1951 Landmeir Road
  Elk Grove Village, IL....                    292         1,171       $    1,463           (120)
1355 Enterprise Drive
  Romeoville, IL...........                    588         2,838       $    3,426           (291)
5700 West Touhy Avenue
  Niles, IL................     1,466        8,847        51,347       $   60,194           (125)
110-190 Old Higgins Road
  Des Plaines, IL..........                  1,874         9,083       $   10,957           (773)
1475 S. 101st Street
  West Allis, WI...........                    332         1,408       $    1,740           (131)
1333 Grandview Drive
  Yorkville, WI............                  1,521         6,083       $    7,604           (579)
2301 Route 30
  Plainfield, IL...........                  1,286         7,412       $    8,698           (613)
1796 Sherwin Avenue
  Des Plaines, IL..........                    956         4,818       $    5,774           (474)
2727 W. Diehl Road
  Naperville, IL...........                  3,076        14,629       $   17,705         (1,390)

<CAPTION>
                                                                  LIFE UPON
                                                                    WHICH
                                                                 DEPRECIATION
                                                                  IN LATEST
                                                                    INCOME
                                                                  STATEMENT
                                 DATE OF            DATE              IS
DESCRIPTION                   CONSTRUCTION        ACQUIRED         COMPUTED
-----------                  ---------------   ---------------   ------------
<S>                          <C>               <C>               <C>
Lot 51-Naperville Business
  Center
  Naperville, IL...........            1996              1996          (f)
3145 Central Avenue
  Waukeegan, IL............            1960              1997          (f)
2003-2207 South 114th
  Street
  West Allis, WI...........       1965/1966              1997          (f)
2801 S. Busse Road
  Elk Grove Village, IL....            1997              1997          (f)
6464 West 51st Street
  Forest View, IL..........            1973              1997          (f)
6500 West 51st Street
  Forest View, IL..........            1974              1997          (f)
7447 South Central Avenue
  Bedford Park, IL.........            1980              1997          (f)
7525 S. Sayre Avenue
  Bedford Park, IL.........            1980              1997          (f)
1 Allsteel Drive
  Aurora, IL...............       1957-1967              1997          (f)
2525 Busse Highway
  Elk Grove Village, IL....            1975              1997          (f)
106th and Buffalo Avenue
  Chicago, IL..............            1971              1997          (f)
7400 South Narragansett
  Bedford Park,IL..........            1977              1997          (f)
2701 S. Busse Road
  Elk Grove Village, IL....            1997              1997          (f)
East Avenue and 55th Street
  McCook, IL...............            1979              1997          (f)
6757 S. Sayre
  Bedford Park, IL.........            1975              1997          (f)
1951 Landmeir Road
  Elk Grove Village, IL....            1967              1997          (f)
1355 Enterprise Drive
  Romeoville, IL...........       1980/1986              1997          (f)
5700 West Touhy Avenue
  Niles, IL................            2000              1997          (f)
110-190 Old Higgins Road
  Des Plaines, IL..........            1980              1997          (f)
1475 S. 101st Street
  West Allis, WI...........       1968/1988              1997          (f)
1333 Grandview Drive
  Yorkville, WI............            1994              1997          (f)
2301 Route 30
  Plainfield, IL...........       1972/1984              1997          (f)
1796 Sherwin Avenue
  Des Plaines, IL..........            1964              1997          (f)
2727 W. Diehl Road
  Naperville, IL...........            1997              1997          (f)
</TABLE>

                                      F-29
<PAGE>
<TABLE>
<CAPTION>

                                                 INITIAL COSTS
                                            ------------------------      COSTS CAPITALIZED
                                                                       SUBSEQUENT TO ACQUISITION
                                                       BUILDINGS AND   ------------------------
                             ENCUMBRANCES              IMPROVEMENTS               BUILDINGS AND
DESCRIPTION                      (E)          LAND          (A)          LAND     IMPROVEMENTS
-----------                  ------------   --------   -------------   --------   -------------
<S>                          <C>            <C>        <C>             <C>        <C>
O'hare Express Center--A2
  Elk GroveVillage, IL.....                   1,097         7,060                        300
O'hare Express Center--B1
  Elk GroveVillage, IL.....                   1,682        10,500                      1,080
O'hare Express--B2
  Elk Grove Village, IL....                   1,618         6,287                      5,182
O'hare Express--C
  Elk Grove Village, IL....                   2,603        12,117                          0
2021 Lunt Avenue
  Elk Grove, IL............                     464         1,855            8           156
2121 Touhy Avenue
  Elk Grove, IL............                     918         3,672           12           179
200 Champion Dr.
  North Lake, IL...........                     467         5,645            0             0
2001 S. Mt. Prospect Road
  Des Plaines, IL..........                     980         4,223            1           812
745 Dillon Drive
  Wood Dale, IL............                     645         2,820                         18
1030 Fabyan Parkway
  Batavia, IL..............                   1,206         5,144                          0
4700 Ironwood Drive
  Franklin, WI.............                     419         3,415           11            53
2601 Bond Street
  University Park, IL......                     380         1,527            8            25
201 Oakton
  Des Plaines, IL..........          (g)        838         3,351            8         1,727
3601 Runge Avenue
  Franklin Park, IL........                     541         2,180            3           107
3400 N. Powell
  Franklin Park, IL........          (g)        812         3,277            3            41
11440 West Addison
  Franklin Park, IL........                     540         2,200            3           147
3434 N. Powell
  Franklin Park, IL........                     429         1,723            3           149
7633 S. Sayre
  Bedford Park.............                     167           700            4            35
1999 N. Ruby
  Franklin Park, IL........                     402         1,615            3           280
11550 W. King Drive
  Franklin Park, IL........                     320         1,303            3            93
7201 S. Leamington
  Bedford Park, IL.........                     340         1,697           (4)           10
1575 Executive Drive
  Elgin, IL................                     240           964            3            33
7200 S. Mason
  Bedford Park, IL.........                   1,037         4,286            3            65
6000 W. 73rd
  Bedford Park, IL.........                     794         3,190           16           107

<CAPTION>

                             COSTS CAPITALIZED S AMOUNTS AT WHICH
                           SUBSEQUENT TO ACQUISITION
                             ---------   --------------------------
                             CARRYING                 BUILDINGS AND                   ACCUMULATED
DESCRIPTION                  COSTS (B)      LAND      IMPROVEMENTS    TOTAL (C) (D)   DEPRECIATION
-----------                  ---------   ----------   -------------   -------------   ------------
<S>                          <C>         <C>          <C>             <C>             <C>
O'hare Express Center--A2
  Elk GroveVillage, IL.....       110        1,097         7,470       $    8,567           (838)
O'hare Express Center--B1
  Elk GroveVillage, IL.....        96        1,682        11,676       $   13,358         (1,315)
O'hare Express--B2
  Elk Grove Village, IL....       328        1,618        11,797       $   13,415           (786)
O'hare Express--C
  Elk Grove Village, IL....        50        2,603        12,167       $   14,770           (382)
2021 Lunt Avenue
  Elk Grove, IL............                    472         2,011       $    2,483           (183)
2121 Touhy Avenue
  Elk Grove, IL............                    930         3,851       $    4,781           (353)
200 Champion Dr.
  North Lake, IL...........        87          467         5,732       $    6,199           (551)
2001 S. Mt. Prospect Road
  Des Plaines, IL..........                    981         5,035       $    6,016           (378)
745 Dillon Drive
  Wood Dale, IL............                    645         2,838       $    3,483           (216)
1030 Fabyan Parkway
  Batavia, IL..............                  1,206         5,144       $    6,350           (423)
4700 Ironwood Drive
  Franklin, WI.............                    430         3,468       $    3,898           (291)
2601 Bond Street
  University Park, IL......                    388         1,552       $    1,940           (127)
201 Oakton
  Des Plaines, IL..........                    846         5,078       $    5,924           (369)
3601 Runge Avenue
  Franklin Park, IL........                    544         2,287       $    2,831           (178)
3400 N. Powell
  Franklin Park, IL........                    815         3,318       $    4,133           (263)
11440 West Addison
  Franklin Park, IL........                    543         2,347       $    2,890           (183)
3434 N. Powell
  Franklin Park, IL........                    432         1,872       $    2,304           (143)
7633 S. Sayre
  Bedford Park.............                    171           735       $      906            (58)
1999 N. Ruby
  Franklin Park, IL........                    405         1,895       $    2,300           (139)
11550 W. King Drive
  Franklin Park, IL........                    323         1,396       $    1,719           (108)
7201 S. Leamington
  Bedford Park, IL.........                    336         1,707       $    2,043           (135)
1575 Executive Drive
  Elgin, IL................                    243           997       $    1,240            (79)
7200 S. Mason
  Bedford Park, IL.........                  1,040         4,351       $    5,391           (344)
6000 W. 73rd
  Bedford Park, IL.........                    810         3,297       $    4,107           (258)

<CAPTION>
                                                                  LIFE UPON
                                                                    WHICH
                                                                 DEPRECIATION
                                                                  IN LATEST
                                                                    INCOME
                                                                  STATEMENT
                                 DATE OF            DATE              IS
DESCRIPTION                   CONSTRUCTION        ACQUIRED         COMPUTED
-----------                  ---------------   ---------------   ------------
<S>                          <C>               <C>               <C>
O'hare Express Center--A2
  Elk GroveVillage, IL.....            1997              1997          (f)
O'hare Express Center--B1
  Elk GroveVillage, IL.....            1997              1997          (f)
O'hare Express--B2
  Elk Grove Village, IL....            1999              1999          (f)
O'hare Express--C
  Elk Grove Village, IL....            2000              1999          (f)
2021 Lunt Avenue
  Elk Grove, IL............            1972              1998          (f)
2121 Touhy Avenue
  Elk Grove, IL............            1962              1998          (f)
200 Champion Dr.
  North Lake, IL...........            1998              1998          (f)
2001 S. Mt. Prospect Road
  Des Plaines, IL..........            1980              1998          (f)
745 Dillon Drive
  Wood Dale, IL............       1985/1986              1998          (f)
1030 Fabyan Parkway
  Batavia, IL..............            1978              1998          (f)
4700 Ironwood Drive
  Franklin, WI.............            1998              1998          (f)
2601 Bond Street
  University Park, IL......            1975              1998          (f)
201 Oakton
  Des Plaines, IL..........            1984              1998          (f)
3601 Runge Avenue
  Franklin Park, IL........            1962              1998          (f)
3400 N. Powell
  Franklin Park, IL........            1961              1998          (f)
11440 West Addison
  Franklin Park, IL........            1961              1998          (f)
3434 N. Powell
  Franklin Park, IL........            1960              1998          (f)
7633 S. Sayre
  Bedford Park.............       1968/1969              1998          (f)
1999 N. Ruby
  Franklin Park, IL........            1962              1998          (f)
11550 W. King Drive
  Franklin Park, IL........            1963              1998          (f)
7201 S. Leamington
  Bedford Park, IL.........            1958              1998          (f)
1575 Executive Drive
  Elgin, IL................            1980              1998          (f)
7200 S. Mason
  Bedford Park, IL.........            1974              1998          (f)
6000 W. 73rd
  Bedford Park, IL.........            1974              1998          (f)
</TABLE>

                                      F-30
<PAGE>
<TABLE>
<CAPTION>

                                                 INITIAL COSTS
                                            ------------------------      COSTS CAPITALIZED
                                                                       SUBSEQUENT TO ACQUISITION
                                                       BUILDINGS AND   ------------------------
                             ENCUMBRANCES              IMPROVEMENTS               BUILDINGS AND
DESCRIPTION                      (E)          LAND          (A)          LAND     IMPROVEMENTS
-----------                  ------------   --------   -------------   --------   -------------
<S>                          <C>            <C>        <C>             <C>        <C>
1705-1775 Hubbard Ave.
  Batavia, IL..............                     234           936                         63
900 Paramount Parkway
  Batavia, IL..............                     250         1,001            2            18
918 Paramount Parkway
  Batavia, IL..............                      70           279                         37
902 Paramount
  Batavia, IL..............                      99           394                         34
950 Paramount Parkway
  Batavia, IL..............                     120           482                         20
934 Paramount Parkway
  Batavia, IL..............                      82           326                         18
1324-40 Paramount Parkway
  Wood Dale, IL............                     210           841                         19
1243-53 Naperville, Dr.
  Romeoville, IL...........                     526         2,102                         20
1200 Independence Blvd.
  Romeoville, IL...........                     342         1,367                         15
1277 Naperville Dr.
  Romeoville, IL...........                     246           983                         18
1265 Naperville Dr.
  Romeoville, IL...........                     571         2,285            1           109
1287 Naperville Dr.
  Romeoville, IL...........                     440         1,760                         18
737 Fargo Ave.
  Elk Grove Village, IL....                     460         1,841           12            85
3511 W. Greentree Rd.
  Milwaukee, WI............                     540         2,160                        225
951 Fargo Ave.
  Elk Grove Village, IL....                     954         2,470                      1,559
6736 W. Washington
  West Allis, WI...........                     814         3,585            3           101
301 E. Vienna
  Milwaukee, WI............                   1,005         4,022           22            (5)
3602 N. Kennicott
  Arlington Heights, IL....                     515         3,735           11            37
317 W. Lake St.
  Northlake, IL............                   2,735        10,940                        910
1500 W. Thorndale Ave.
  Itasca, IL...............                     328         1,312                         81
10801 W. Irving Park Rd
  Chicago, IL..............                       0         7,553                          0
3450 W. Touhy
  Skokie, IL...............                     970         3,881                        143
11100 W. Silver Spring Rd.
  Milwaukee, WI............                     986         3,945                         47
7525 West Industrial Dr.
  Forest Park, IL..........                     260         1,040                         57

<CAPTION>

                             COSTS CAPITALIZED S AMOUNTS AT WHICH
                           SUBSEQUENT TO ACQUISITION
                             ---------   --------------------------
                             CARRYING                 BUILDINGS AND                   ACCUMULATED
DESCRIPTION                  COSTS (B)      LAND      IMPROVEMENTS    TOTAL (C) (D)   DEPRECIATION
-----------                  ---------   ----------   -------------   -------------   ------------
<S>                          <C>         <C>          <C>             <C>             <C>
1705-1775 Hubbard Ave.
  Batavia, IL..............                    234           999       $    1,233            (54)
900 Paramount Parkway
  Batavia, IL..............                    252         1,019       $    1,271            (54)
918 Paramount Parkway
  Batavia, IL..............                     70           316       $      386            (16)
902 Paramount
  Batavia, IL..............                     99           428       $      527            (23)
950 Paramount Parkway
  Batavia, IL..............                    120           502       $      622            (27)
934 Paramount Parkway
  Batavia, IL..............                     82           344       $      426            (18)
1324-40 Paramount Parkway
  Wood Dale, IL............                    210           860       $    1,070            (45)
1243-53 Naperville, Dr.
  Romeoville, IL...........                    526         2,122       $    2,648           (112)
1200 Independence Blvd.
  Romeoville, IL...........                    342         1,382       $    1,724            (73)
1277 Naperville Dr.
  Romeoville, IL...........                    246         1,001       $    1,247            (53)
1265 Naperville Dr.
  Romeoville, IL...........                    572         2,394       $    2,966           (122)
1287 Naperville Dr.
  Romeoville, IL...........                    440         1,778       $    2,218            (94)
737 Fargo Ave.
  Elk Grove Village, IL....                    472         1,926       $    2,398            (91)
3511 W. Greentree Rd.
  Milwaukee, WI............                    540         2,385       $    2,925           (118)
951 Fargo Ave.
  Elk Grove Village, IL....                    954         4,029       $    4,983           (159)
6736 W. Washington
  West Allis, WI...........                    817         3,686       $    4,503           (204)
301 E. Vienna
  Milwaukee, WI............                  1,027         4,017       $    5,044           (189)
3602 N. Kennicott
  Arlington Heights, IL....                    526         3,772       $    4,298           (149)
317 W. Lake St.
  Northlake, IL............                  2,735        11,850       $   14,585           (485)
1500 W. Thorndale Ave.
  Itasca, IL...............                    328         1,393       $    1,721            (41)
10801 W. Irving Park Rd
  Chicago, IL..............       159            0         7,712       $    7,712           (317)
3450 W. Touhy
  Skokie, IL...............                    970         4,024       $    4,994           (147)
11100 W. Silver Spring Rd.
  Milwaukee, WI............                    986         3,992       $    4,978           (140)
7525 West Industrial Dr.
  Forest Park, IL..........                    260         1,097       $    1,357            (37)

<CAPTION>
                                                                  LIFE UPON
                                                                    WHICH
                                                                 DEPRECIATION
                                                                  IN LATEST
                                                                    INCOME
                                                                  STATEMENT
                                 DATE OF            DATE              IS
DESCRIPTION                   CONSTRUCTION        ACQUIRED         COMPUTED
-----------                  ---------------   ---------------   ------------
<S>                          <C>               <C>               <C>
1705-1775 Hubbard Ave.
  Batavia, IL..............            1985              1999          (f)
900 Paramount Parkway
  Batavia, IL..............            1986              1999          (f)
918 Paramount Parkway
  Batavia, IL..............            1987              1999          (f)
902 Paramount
  Batavia, IL..............            1987              1999          (f)
950 Paramount Parkway
  Batavia, IL..............            1987              1999          (f)
934 Paramount Parkway
  Batavia, IL..............            1987              1999          (f)
1324-40 Paramount Parkway
  Wood Dale, IL............            1992              1999          (f)
1243-53 Naperville, Dr.
  Romeoville, IL...........            1994              1999          (f)
1200 Independence Blvd.
  Romeoville, IL...........            1983              1999          (f)
1277 Naperville Dr.
  Romeoville, IL...........            1992              1999          (f)
1265 Naperville Dr.
  Romeoville, IL...........            1996              1999          (f)
1287 Naperville Dr.
  Romeoville, IL...........            1997              1999          (f)
737 Fargo Ave.
  Elk Grove Village, IL....            1975              1999          (f)
3511 W. Greentree Rd.
  Milwaukee, WI............       1969-1971              1999          (f)
951 Fargo Ave.
  Elk Grove Village, IL....            1973              1999          (f)
6736 W. Washington
  West Allis, WI...........            1998              1999          (f)
301 E. Vienna
  Milwaukee, WI............            1999              1999          (f)
3602 N. Kennicott
  Arlington Heights, IL....            1999              1999          (f)
317 W. Lake St.
  Northlake, IL............            1972              1999          (f)
1500 W. Thorndale Ave.
  Itasca, IL...............            1991              1999          (f)
10801 W. Irving Park Rd
  Chicago, IL..............            1999              1999          (f)
3450 W. Touhy
  Skokie, IL...............            1972              1999          (f)
11100 W. Silver Spring Rd.
  Milwaukee, WI............            1968              1999          (f)
7525 West Industrial Dr.
  Forest Park, IL..........            1974              1999          (f)
</TABLE>

                                      F-31
<PAGE>
<TABLE>
<CAPTION>

                                                 INITIAL COSTS
                                            ------------------------      COSTS CAPITALIZED
                                                                       SUBSEQUENT TO ACQUISITION
                                                       BUILDINGS AND   ------------------------
                             ENCUMBRANCES              IMPROVEMENTS               BUILDINGS AND
DESCRIPTION                      (E)          LAND          (A)          LAND     IMPROVEMENTS
-----------                  ------------   --------   -------------   --------   -------------
<S>                          <C>            <C>        <C>             <C>        <C>
875 Diggins St.
  Harvard, IL..............                     788         3,154           41           506
3400 West Pratt
  Lincolnwood, IL..........                   1,638         6,554           22         3,267
5200 Proviso Drive
  Melrose Park, IL.........                      52           208                        234
5000 Proviso Drive
  Melrose Park, IL.........                   2,809        11,236                        739
4700 Proviso Drive
  Melrose Park, IL.........                   3,168        12,673                        265
10700 Waveland Avenue
  Franklin Park, IL........                     686         2,746                         32
5700 McDermott
  Berkeley, IL.............         836         270         1,080                        530
7000 Monroe St
  Willowbrook, IL..........                   1,153         3,013                          0
16750 South Vincennes
  South Holland, IL........       4,135       1,178         4,710                        276
9700 S. Harlem Ave
  Bridgeview, IL...........                     576         2,304                         56
1810-1850 Northwestern Ave
  Gurnee, IL...............                     822         3,289                         42
3841 Swanson Court
  Gurnee, IL...............                     623         2,493                         55
6600 Industrial Drive
  Milwaukee, WI............                     500         2,000                        215
1221 Grandview Parkway
  Yorkville, WI............                     660         2,641                         12
8877 Union Center Road
  West Chester, OH.........                   5,579        37,577                         42
500 Wall Street
  Glendale Heights, IL.....                   1,610         6,440                        148
44-80 Old Higgins Road
  Des Plaines, IL..........                     303         1,213                         33
1000 Knell Drive
  Montgomery, IL...........                     280         6,643                        414
155--175 Armstrong Court
  Des Plaines, IL..........                     174           696                         20
115 W. Lake Street
  Glendale Heights, IL.....                     667         2,552                        856
1001 Busse Road
  Elk Grove Village, IL....                   1,600         6,401                         82
600 W. Irving Park Road
  Bensenville, IL 60106....                     163           652                        144
145 Tower Road
  Burr Ridge, IL...........                     463         1,851                          5

<CAPTION>

                             COSTS CAPITALIZED S AMOUNTS AT WHICH
                           SUBSEQUENT TO ACQUISITION
                             ---------   --------------------------
                             CARRYING                 BUILDINGS AND                   ACCUMULATED
DESCRIPTION                  COSTS (B)      LAND      IMPROVEMENTS    TOTAL (C) (D)   DEPRECIATION
-----------                  ---------   ----------   -------------   -------------   ------------
<S>                          <C>         <C>          <C>             <C>             <C>
875 Diggins St.
  Harvard, IL..............                    829         3,660       $    4,489           (114)
3400 West Pratt
  Lincolnwood, IL..........                  1,660         9,821       $   11,481           (260)
5200 Proviso Drive
  Melrose Park, IL.........                     52           442       $      494            (13)
5000 Proviso Drive
  Melrose Park, IL.........                  2,809        11,975       $   14,784           (384)
4700 Proviso Drive
  Melrose Park, IL.........                  3,168        12,938       $   16,106           (408)
10700 Waveland Avenue
  Franklin Park, IL........                    686         2,778       $    3,464            (81)
5700 McDermott
  Berkeley, IL.............                    270         1,610       $    1,880            (79)
7000 Monroe St
  Willowbrook, IL..........                  1,153         3,013       $    4,166            (81)
16750 South Vincennes
  South Holland, IL........                  1,178         4,986       $    6,164           (126)
9700 S. Harlem Ave
  Bridgeview, IL...........                    576         2,360       $    2,936            (62)
1810-1850 Northwestern Ave
  Gurnee, IL...............                    822         3,331       $    4,153            (88)
3841 Swanson Court
  Gurnee, IL...............                    623         2,548       $    3,171            (67)
6600 Industrial Drive
  Milwaukee, WI............                    500         2,215       $    2,715            (50)
1221 Grandview Parkway
  Yorkville, WI............                    660         2,653       $    3,313            (49)
8877 Union Center Road
  West Chester, OH.........                  5,579        37,619       $   43,198         (1,792)
500 Wall Street
  Glendale Heights, IL.....                  1,610         6,588       $    8,198           (121)
44-80 Old Higgins Road
  Des Plaines, IL..........                    303         1,246       $    1,549            (23)
1000 Knell Drive
  Montgomery, IL...........                    280         7,057       $    7,337           (110)
155--175 Armstrong Court
  Des Plaines, IL..........                    174           716       $      890             (6)
115 W. Lake Street
  Glendale Heights, IL.....                    667         3,408       $    4,075            (22)
1001 Busse Road
  Elk Grove Village, IL....                  1,600         6,483       $    8,083            (34)
600 W. Irving Park Road
  Bensenville, IL 60106....                    163           796       $      959             (4)
145 Tower Road
  Burr Ridge, IL...........                    463         1,856       $    2,319             (5)

<CAPTION>
                                                                  LIFE UPON
                                                                    WHICH
                                                                 DEPRECIATION
                                                                  IN LATEST
                                                                    INCOME
                                                                  STATEMENT
                                 DATE OF            DATE              IS
DESCRIPTION                   CONSTRUCTION        ACQUIRED         COMPUTED
-----------                  ---------------   ---------------   ------------
<S>                          <C>               <C>               <C>
875 Diggins St.
  Harvard, IL..............            1952              1999          (f)
3400 West Pratt
  Lincolnwood, IL..........            1955              1999          (f)
5200 Proviso Drive
  Melrose Park, IL.........            1982              2000          (f)
5000 Proviso Drive
  Melrose Park, IL.........            1982              2000          (f)
4700 Proviso Drive
  Melrose Park, IL.........            1982              2000          (f)
10700 Waveland Avenue
  Franklin Park, IL........            1973              2000          (f)
5700 McDermott
  Berkeley, IL.............            1967              2000          (f)
7000 Monroe St
  Willowbrook, IL..........            1999              2000          (f)
16750 South Vincennes
  South Holland, IL........            1970              2000          (f)
9700 S. Harlem Ave
  Bridgeview, IL...........            1969              2000          (f)
1810-1850 Northwestern Ave
  Gurnee, IL...............            1977              2000          (f)
3841 Swanson Court
  Gurnee, IL...............            1978              2000          (f)
6600 Industrial Drive
  Milwaukee, WI............            1973              2000          (f)
1221 Grandview Parkway
  Yorkville, WI............            2000              2000          (f)
8877 Union Center Road
  West Chester, OH.........            1999              2000          (f)
500 Wall Street
  Glendale Heights, IL.....            1989              2000          (f)
44-80 Old Higgins Road
  Des Plaines, IL..........            1981              2000          (f)
1000 Knell Drive
  Montgomery, IL...........            2000              2000          (f)
155--175 Armstrong Court
  Des Plaines, IL..........            1975              2000          (f)
115 W. Lake Street
  Glendale Heights, IL.....            1999              2000          (f)
1001 Busse Road
  Elk Grove Village, IL....            1963              2000          (f)
600 W. Irving Park Road
  Bensenville, IL 60106....            1982              2000          (f)
145 Tower Road
  Burr Ridge, IL...........            1968              2000          (f)
</TABLE>

                                      F-32
<PAGE>
<TABLE>
<CAPTION>

                                                INITIAL COSTS
                                          -------------------------      COSTS CAPITALIZED
                                                                      SUBSEQUENT TO ACQUISITION
                                                      BUILDINGS AND   ------------------------
                           ENCUMBRANCES               IMPROVEMENTS               BUILDINGS AND
DESCRIPTION                    (E)          LAND           (A)          LAND     IMPROVEMENTS
-----------                ------------   ---------   -------------   --------   -------------
<S>                        <C>            <C>         <C>             <C>        <C>
Construction In Progress:
5480 W. 70th
  Bedford Park, IL.......                      475             4                         (4)
521 E. North Ave
  Glendale Heights, IL...                    4,671                         69             0
Joliet Arsenal
  Joliet, IL.............                                 24,418                     32,016
Retail Properties:
100 Old McHenry Road
  Wheeling, IL...........                      482         2,152                         55
351 N. Rohlwing Road
  Itasca, IL.............                       81           464            1             0
4-48 Barrington Road
  Streamwood, IL.........                      573         2,297          (62)          144
Offices of the Management
  Company
  Chicago, IL............                      675        15,918         (526)       (5,812)
                            ----------    --------      --------       ------      --------
Sub-totals...............   $59,091.00    $162,644      $719,960       $  412      $196,087
                            ==========    ========      ========       ======      ========
Assets Held for Sale
440 North Lake Street
  Miller, IN.............       17,356         711         3,086          101        19,463
                            ----------    --------      --------       ------      --------
Totals...................   $   76,447    $163,355      $723,046       $  513      $215,550
                            ==========    ========      ========       ======      ========

<CAPTION>

                           COSTS CAPITALIZED S AMOUNTS AT WHICH
                         SUBSEQUENT TO ACQUISITION
                           ---------   --------------------------
                           CARRYING                 BUILDINGS AND                   ACCUMULATED
DESCRIPTION                COSTS (B)      LAND      IMPROVEMENTS    TOTAL (C) (D)   DEPRECIATION
-----------                ---------   ----------   -------------   -------------   ------------
<S>                        <C>         <C>          <C>             <C>             <C>
Construction In Progress:
5480 W. 70th
  Bedford Park, IL.......                    475                     $      475              0
521 E. North Ave
  Glendale Heights, IL...                  4,740                     $    4,740              0
Joliet Arsenal
  Joliet, IL.............     1,197                     57,631       $   57,631              0
Retail Properties:
100 Old McHenry Road
  Wheeling, IL...........                    482         2,207       $    2,689           (567)
351 N. Rohlwing Road
  Itasca, IL.............                     82           464       $      546           (104)
4-48 Barrington Road
  Streamwood, IL.........                    511         2,441       $    2,952           (555)
Offices of the Management
  Company
  Chicago, IL............       513          149        10,619       $   10,768         (6,681)
                            -------     --------      --------       ----------      ---------
Sub-totals...............   $ 5,709     $163,056      $921,756       $1,084,812      $ (98,956)
                            =======     ========      ========       ==========      =========
Assets Held for Sale
440 North Lake Street
  Miller, IN.............     3,980          812        26,529       $   27,341        (10,064)
                            -------     --------      --------       ----------      ---------
Totals...................   $ 9,689     $163,868      $948,285       $1,112,153      $(109,020)
                            =======     ========      ========       ==========      =========

<CAPTION>
                                                                LIFE UPON
                                                                  WHICH
                                                               DEPRECIATION
                                                                IN LATEST
                                                                  INCOME
                                                                STATEMENT
                               DATE OF            DATE              IS
DESCRIPTION                 CONSTRUCTION        ACQUIRED         COMPUTED
-----------                ---------------   ---------------   ------------
<S>                        <C>               <C>               <C>
Construction In Progress:
5480 W. 70th
  Bedford Park, IL.......
521 E. North Ave
  Glendale Heights, IL...
Joliet Arsenal
  Joliet, IL.............
Retail Properties:
100 Old McHenry Road
  Wheeling, IL...........       1989-1990              1993          (f)
351 N. Rohlwing Road
  Itasca, IL.............            1989              1993          (f)
4-48 Barrington Road
  Streamwood, IL.........            1989              1994          (f)
Offices of the Management
  Company
  Chicago, IL............                                            (f)

Sub-totals...............

Assets Held for Sale
440 North Lake Street
  Miller, IN.............  1971/1990-1993              1990          (f)

Totals...................

</TABLE>

                                      F-33
<PAGE>
                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES

                            SCHEDULE III (CONTINUED)

                             (DOLLARS IN THOUSANDS)

Notes to Schedule III:

(a) Initial cost for each respective property is the total acquisition costs
    associated with its purchase.

(b) Carrying costs consist of capitalized construction period interest, taxes
    and insurance.

(c) At December 31, 2000, the aggregate cost of land and buildings and equipment
    for Federal income tax purposes was approximately $1,040,713.

(d) Reconciliation of real estate and accumulated depreciation, including assets
    held for development:

                         RECONCILIATION OF REAL ESTATE

<TABLE>
<CAPTION>
                                                 YEAR ENDED DECEMBER 31,
                                            ----------------------------------
                                               2000        1999        1998
                                            ----------   ---------   ---------
<S>                                         <C>          <C>         <C>
Balance at the beginning of year..........  $  971,897   $768,857    $662,275
  Additions...............................     207,184    256,264     143,342
  Dispositions............................     (94,269)   (53,224)    (36,760)
                                            ----------   --------    --------
Balance at close of year..................  $1,084,812   $971,897    $768,857
                                            ==========   ========    ========
</TABLE>

          RECONCILIATION OF ACCUMULATED DEPRECIATION AND AMORTIZATION

<TABLE>
<CAPTION>
                                                 YEAR ENDED DECEMBER 31,
                                            ----------------------------------
                                               2000        1999        1998
                                            ----------   ---------   ---------
<S>                                         <C>          <C>         <C>
Balance at beginning of year..............  $   85,408   $ 62,257    $ 44,352
  Depreciation and amortization...........      30,529     25,485      20,151
  Dispositions............................      (6,917)    (2,334)     (2,246)
                                            ----------   --------    --------
Balance at close of year..................  $  109,020   $ 85,408    $ 62,257
                                            ==========   ========    ========
</TABLE>

(e) See description of encumbrances in Note 6 to Consolidated Financial
    Statements.

(f)  Depreciation is computed based upon the following estimated lives:

<TABLE>
<S>                                                         <C>
                                                                     31.5 to
Buildings, improvements and carrying costs................         40 years
Land improvements.........................................         15 years
Furniture, fixtures and equipment.........................    4 to 15 years
</TABLE>

(g) These 18 properties collateralize $50,000 of mortgage bonds payable.

                                      F-34