F O R M    1 0 - K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2002
or

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

For the transition period from
 to

Commission file number 1-12630

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

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

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

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

| |  | Title of Each Class                                                                       |  | Name of Each Exchange on Which Registered
| |  | ----------------------------------------------------------------------------------------- |  | -----------------------------------------
| |  | Common Shares, par value $.001 per share                                                  |  | New York Stock Exchange                  
| |  | 8.48% Series A Preferred Shares,
par value $.001 per share                                |  | New York Stock Exchange                  
| |  | 7.5% Series B Convertible Preferred Shares,
par value $.001 per share                     |  | New York Stock Exchange                  
| |  | Preferred Share Purchase Rights, with respect to common shares, par value $.001 per share |  | New York Stock Exchange                  

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

None(Title of Class)

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

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

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

As
of June 28, 2002, the aggregate market value of the voting stock held by non-affiliates of the registrant was $1,285,969,973 (based on
22,168,074 shares held by non-affiliates and computed by reference to the reported closing price).

The
registrant had 23,095,078 shares of its common stock, $.001 par value per share, outstanding as of March 18, 2003

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's proxy statement relating to the solicitation of proxies for the registrant's May 2003 annual meeting of
security holders are incorporated by reference into Part III of this Annual Report on Form 10-K.

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TABLE OF CONTENTS

|         |  |                                                                                                |  | Page
|-------- |  | ---------------------------------------------------------------------------------------------- |  | ----
|PART I  
|Item 1.  |  | Business                                                                                       |  | 1   
|Item 2.  |  | Properties                                                                                     |  | 10  
|Item 3.  |  | Legal Proceedings                                                                              |  | 17  
|Item 4.  |  | Submission of Certain Items to a Vote of Security Holders                                      |  | 17  
|PART II 
|Item 5.  |  | Market for Registrant's Common Equity and Related Shareholder Matters                          |  | 18  
|Item 6.  |  | Selected Financial Data                                                                        |  | 18  
|Item 7.  |  | Management's Discussion and Analysis of Financial Condition and Results of Operation           |  | 22  
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                     |  | 36  
|Item 8.  |  | Financial Statements and Supplementary Data                                                    |  | 37  
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure           |  | 37  
|PART III
|Item 10. |  | Directors and Executive Officers of the Registrant                                             |  | 38  
|Item 11. |  | Executive Compensation                                                                         |  | 38  
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters |  | 38  
|Item 13. |  | Certain Relationships and Related Transactions                                                 |  | 38  
|Item 14. |  | Controls and Procedures                                                                        |  | 38  
|PART IV 
|Item 15. |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                                |  | 39  

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

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

While
the Company believes it is the largest owner and operator of warehouse/industrial property in the 1.3 billion square-foot Chicago region, its portfolio
represented less than 2.5% of
the market (based on square footage) as of December 31, 2002. Substantial opportunities for future growth remain because of this small share.

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

Business Objectives and Growth Plans

The Company's fundamental business objective is to maximize total return to shareholders by increasing the market value of the Company's franchise and per share
distributions. In 2002, the Company achieved a total return of 20%. Since its IPO in December 1993, the Company has achieved an average total return of 21%, outperforming the S&P 500, NASDAQ,
Dow Jones and NAREIT Equity Index on a total return, dividends reinvested basis.

To
attain its objective of maximizing shareholder returns, the Company pursues complementary operating, investment, disposition and financial strategies. Defined processes, integrated
with comprehensive information systems and financial controls, support the efficient execution of the Company's business.



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Business Focus

CenterPoint's mission remains to become the industrial landlord of choice in the Chicago region. CenterPoint endeavors to achieve this goal by providing creative
solutions for the industrial space requirements of its current and prospective tenants. The Company believes its customer focus both cultivates and sustains long-term tenant relationships,
contributing to earnings stability. Among its service goals, CenterPoint seeks to provide high-quality, attractive space at competitive rates; continuously attend to the care and
maintenance of its properties; allocate operating charges that reflect economic responsibility; and respond rapidly to expansion, relocation and other space requirements. In 2002, CenterPoint achieved
a 96% tenant retention rate and "outstanding" tenant ratings in an independently administered tenant survey comparing the Company to other industrial property owners nationally. These results evince
the Company's customer commitment.

Six
disciplines anchor CenterPoint's business plan:

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



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



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

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

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

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

Because
individual industries and companies cycle differently, CenterPoint is prepared to pursue any of its investment strategies at any time. However, the Company's investment activity
generally follows the phases of the economic cycle:



Fees and Gains.In addition to revenues from "value-added" investments, the Company or its affiliates earns fees or gains
from the development or acquisition of assets for sale to tenants, institutions and other buyers. The Company also earns fees for managing the development of assets. Typically, these transactions
offer yields below the Company's investment return hurdle, but offer substantial profit opportunities relative to the level of required capital and management time. These opportunities result from the
size of the Company's existing portfolio and its market penetration. Results from the Company's fee and gain transactions have been, and are expected to be, a recurring source of revenue and
contributor to cash flow.

To
enhance this business, the Company formed CenterPoint Venture LLC ("CenterPoint Venture" or the "Venture"), a partnership with CalEast, an investment vehicle between the California
Public Employees Retirement System and Jones Lang LaSalle. 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 receives an 11% cumulative return on its equity
capital and may receive up to 50% of the distributions, as well as transaction, administrative and property management fees.

Also
to further this business, the Company periodically forms project specific ventures to acquire or develop assets for sale. An example is Chicago Manufacturing Campus, LLC, a joint
venture between CenterPoint Properties and Ford Land Development Corporation to develop Ford Motor Company's new 155-acre automotive supplier manufacturing campus located on Chicago's

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southeast side. The new automotive supplier manufacturing campus consisting of five buildings, or approximately 1.6 million square feet, will be the first of its kind in North America. Located
on a 155-acre former steel mill site, the project reaffirms CenterPoint's focus on urban Chicago infill redevelopment. Upon completion in 2003, the park will create as many as 800 new
jobs.

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

The
Company believes its market penetration, local expertise, tenant relationships and quality reputation within the Chicago region provide it with a competitive advantage. Another
competitive advantage is the Company's integrated corporate, property management, accounting and control process and information systems, enabling the Company to monitor and project each asset and its
financial performance. The Company believes this long-term platform effectively supports its operating and financial objectives and will help drive continued growth.

Focus on Conserving Capital; Dispositions.The Company seeks to create and maintain substantial
balance sheet capacity and liquidity relative to anticipated investment activity. This not only permits opportunistic investment but allows the Company flexibility to tap favorably priced capital to
support these accretive investments.

The
Company maximizes internal capital formation by the disciplined sale of low-yielding assets relative to their market value and the redeployment of sale proceeds into
higher-yielding opportunities. The Company annually disposes 10% to 20% of its assets to create capital for new investment. The Company believes this discipline increases its return on invested
capital by increasing cash yields and accelerating cash flow growth. Higher cash flow also results in greater retained operating cash, further increasing available funds for investment. CenterPoint
believes its consistent focus on internally generated funds from dispositions and retained cash flow, has reduced its need to access volatile capital markets and has decreased its cost of capital,
which has materially contributed to share value creation.

To
maximize disposition flexibility, the Company pursues debt financing on an unsecured basis. Because disposition activity is integral to the Company's funding strategy, gains on sales
are a regular and recurring component of the Company's revenues and contributor to cash flows.

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

Transactions During 2002

During 2002, the Company accomplished the following:



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Subsequent Transactions

On January 15, 2003, the Company paid off its outstanding $150.0 million aggregate principal amount of 7.9% senior unsecured notes.

On
February 6, 2003, CalEast, CenterPoint's partner in CenterPoint Venture, invested approximately $109.0 million in six properties leased to Home Depot, totaling
2.6 million square feet, and the Company funded $78.2 million of this investment in the form of a note receivable with proceeds from its line of credit. The buildings are newly
constructed, state of the art distribution centers and truck terminals located in the major markets of New York, Los Angeles, Dallas, Houston, Orlando and Seattle. Home Depot has an investment grade
rating of "AA" and a market capitalization of approximately $70 billion.

Employees

At December 31, 2002, the Company had 96 full-time employees. Of the full-time employees, 82 are involved with property management,
development, operations, leasing and acquisition activities, and 14 are involved with general administration, financing activities, investor relations and human resources.

Environmental Matters

Under various federal, state and local laws, ordinances and regulations, a current or previous owner, developer or operator of real estate may be liable for the
costs of removal or remediation of certain hazardous or toxic substances at, on, under or in its property. The costs of removal or remediation of such substances can be substantial. Such laws often
impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such hazardous substances. The presence of such substances may adversely
affect the owner's ability to

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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, 2002, and the Company is not aware of any environmental condition with respect to any of its properties that is
likely to have a material adverse effect on the Company. As part of due diligence during acquisition, the Company has subjected each of its properties to a Phase I environmental assessment (which does
not involve invasive procedures such as soil sampling or ground water analysis) by independent consultants. Some of these assessments have led to further investigation and sampling. No assurance can
be given, however, that these assessments and investigations reveal all potential environmental liabilities, or that no prior owner or operator created any material environmental condition not known
to the Company or the independent consultants or that future uses or conditions (including, without limitation, customer actions or changes in applicable environmental laws and regulations) will not
result in unreimbursed costs relating to environmental liabilities. In addition to the properties described below, the Company has other properties with minor environmental exposure aggregating less
than $2.0 million; the Company maintains a $100.0 million environmental insurance policy against environmental risks associated with its properties.



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

As of December 31, 2002, CenterPoint Realty Services ("CRS") owns 25% of CenterPoint Venture. The Company provides property management services for
CenterPoint Venture, and also earns fees associated with the administration of the Venture and acquisitions and dispositions completed by CenterPoint Venture. As of December 31, 2002,
CenterPoint Venture owned 14 warehouse/industrial properties and one development under construction, totaling 2.6 million square feet, which were 78.1% leased.

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On
January 14, 2002, CenterPoint finalized a joint venture agreement with Ford Land Development Corporation ("Ford Land") to develop Ford's new automotive supplier manufacturing
campus located on Chicago's southeast side. As of December 31, 2002, Chicago Manufacturing Campus, LLC ("CMC"), is owned 51% by CenterPoint and 49% by Ford Land, but Ford Land has the option to
require CenterPoint to invest as much as 59%. The park will occupy a 155-acre former brownfield site located approximately one-half mile from Ford's Chicago Assembly Plant on
the southeast side, near the intersection of 126th Street and Torrence Avenue. Site preparation and construction of five buildings, or 1.6 million square feet, began during the second quarter
of 2002 and will continue through the third quarter of 2003. CenterPoint has committed to total contributions of approximately $52.0 million.

Website Access to Reports

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

Item 2. Properties.

The Company's Warehouse/Industrial Properties

At December 31, 2002, the Company's investment portfolio of operating warehouse/industrial properties consisted of 185 properties, totaling approximately
30.8 million square feet, with a diverse base of approximately 285 tenants engaged in a wide variety of businesses.

The
Company's current properties are well located, with convenient access to area interstate highway, rail, and air transportation. Most of the properties, both free standing and those
located in CenterPoint Business Centers, are typically designed for warehousing and distribution. The Company's warehouse/industrial buildings have an average project size of 166,738 square feet, and,
on average, a tenant at an industrial property occupies 99,034 rentable square feet. Although a number of the industrial properties are single-tenant facilities, most are designed to be divisible and
to be leased by multiple tenants. The Company seeks to own only properties that are well located and "generic", suitable for use by firms in the wide range of industries operating in the area.

One
of the Company's largest investments is the 621 acre Burlington Northern Sante Fe ("BNSF") rail yard, which is located in Elwood, Illinois, completed in 2002. The Company owns the
land and infrastructure and the BNSF leases the land and has invested over $130.0 million in the rail yard improvements that make this property the largest intermodal facility in the United
States. CenterPoint sold 37.5% of its tenancy in common interest in this 621 acre rail yard in the fourth quarter of 2002 and has contracted to sell its remaining interest within the next year.
Therefore, this asset is held for sale at the end of December 31, 2002.

The
leases for the warehouse/industrial properties currently owned by the Company have terms between one and 13 years, with a weighted average remaining lease term, weighted on
current rent, of approximately 4.7 years as of December 31, 2002. In addition, rent from no single
warehouse/industrial tenant comprised more than 4% of the Company's total revenues as of December 31, 2002.

The
Company's present warehouse and distribution properties, as well as warehouse 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, and many of the properties have direct access to rail. Typically, the distribution buildings are used for storage and contain a minimal amount of office space.

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CenterPoint Porperties Trust        Warehouse / Industrial Property Summary        As of 12/31/2002

|                                               |  | City              |  | State |  | Year of Original Construction/Last Redevelopment and/or Expansion (1) |  | Annualized Base Rent Revenue |           | Average Rent Per Sq. Ft. (2) |   | GLA Sq. Ft. (3) |  | Percent of Total GLA (4) |  | Percent of GLA Leased as of 12/31/02 |  | No. of Tenants |  | Property Type (5)
|---------------------------------------------- |  | ----------------- |  | ----- |  | --------------------------------------------------------------------- |  | ---------------------------- | --------- | ---------------------------- | - | --------------- |  | ------------------------ |  | ------------------------------------ |  | -------------- |  | -----------------
|2002 Investments                               |  |                   |  |       |  |                                                                       |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|Lake County                                    |  |                   |  |       |  |                                                                       |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|2400 Commerce Drive                            |  | Libertyville      |  | IL    |  | 1994                                                                  |  |                              | 293,006   |                              |   | 5.05            |  | 58,021                   |  | 0.19%                                |  | 100%           |  | 1                
|3740 Hawthorne                                 |  | Waukegan          |  | IL    |  | 1977                                                                  |  |                              | 114,312   |                              |   | 2.91            |  | 39,309                   |  | 0.13%                                |  | 100%           |  | 1                
|3776 Hawthorne                                 |  | Waukegan          |  | IL    |  | 1977                                                                  |  |                              | 132,686   |                              |   | 2.88            |  | 46,063                   |  | 0.15%                                |  | 75%            |  | 3                
|3801 Hawthorne                                 |  | Waukegan          |  | IL    |  | 1972                                                                  |  |                              | 440,598   |                              |   | 2.27            |  | 194,517                  |  | 0.63%                                |  | 100%           |  | 5                
|1921 Enterprise Court                          |  | Libertyville      |  | IL    |  | 1977                                                                  |  |                              | 202,694   |                              |   | 3.49            |  | 58,060                   |  | 0.19%                                |  | 100%           |  | 1                
|N.E. Cook County                               |  |                   |  |       |  |                                                                       |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|212 Hartrey                                    |  | Evanston          |  | IL    |  | 1955/1961                                                             |  |                              | 384,840   |                              |   | 3.00            |  | 128,281                  |  | 0.42%                                |  | 100%           |  | 1                
|2401 Brummel                                   |  | Evanston          |  | IL    |  | 1950/1997                                                             |  |                              | 235,980   |                              |   | 3.00            |  | 78,658                   |  | 0.25%                                |  | 100%           |  | 1                
|North Kane County                              |  |                   |  |       |  |                                                                       |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|1111 Bowes Road                                |  | Elgin             |  | IL    |  | 1994                                                                  |  |                              | 672,288   |                              |   | 4.65            |  | 144,578                  |  | 0.47%                                |  | 100%           |  | 1                
|Chicago O'Hare Area                            |  |                   |  |       |  |                                                                       |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|800 Hilltop                                    |  | Itasca            |  | IL    |  | 1968                                                                  |  |                              |          |                              |   |                |  | 51,609                   |  | 0.17%                                |  | 0%             |  | 0                
|500 Country Club Drive                         |  | Bensenville       |  | IL    |  | 1974                                                                  |  |                              | 587,357   |                              |   | 1.95            |  | 301,228                  |  | 0.98%                                |  | 100%           |  | 1                
|4200 Victoria Drive                            |  | Chicago           |  | IL    |  | 1960                                                                  |  |                              | 128,844   |                              |   | 4.24            |  | 30,382                   |  | 0.10%                                |  | 100%           |  | 1                
|Southwest Suburbs                              |  |                   |  |       |  |                                                                       |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|7330 Santa Fe                                  |  | Hodgkins          |  | IL    |  | 1979                                                                  |  |                              | 659,877   |                              |   | 2.80            |  | 235,560                  |  | 0.76%                                |  | 100%           |  | 2                
|Far S.W. Suburbs                               |  |                   |  |       |  |                                                                       |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|325 Marmon Drive                               |  | Bolingbrook       |  | IL    |  | 1989                                                                  |  |                              | 537,849   |                              |   | 2.39            |  | 225,311                  |  | 0.73%                                |  | 100%           |  | 1                
|26634 S Center Ind Park Rd                     |  | Elwood            |  | IL    |  | 2002                                                                  |  |                              |          |                              |   |                |  | 600,000                  |  | 1.95%                                |  | 0%             |  | 0                
|BNSF Land Lease                                |  | Elwood            |  | IL    |  | 2002                                                                  |  |                              |          |                              |   |                |  |                         |  | 0.00%                                |  | 0%             |  | 0                
|Milwaukee County                               |  |                   |  |       |  |                                                                       |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|4930 South 2nd Street                          |  | Milwaukee         |  | WI    |  | 1972                                                                  |  |                              | 75,316    |                              |   | 1.46            |  | 51,725                   |  | 0.17%                                |  | 33%            |  | 2                
|4950 South 2nd Street                          |  | Milwaukee         |  | WI    |  | 1973                                                                  |  |                              | 38,880    |                              |   | 2.00            |  | 19,440                   |  | 0.06%                                |  | 50%            |  | 2                
|4960 South 2nd Street                          |  | Milwaukee         |  | WI    |  | 1971                                                                  |  |                              | 70,791    |                              |   | 3.67            |  | 19,278                   |  | 0.06%                                |  | 80%            |  | 2                
|5140 South 3rd Street                          |  | Milwaukee         |  | WI    |  | 1978                                                                  |  |                              | 22,416    |                              |   | 1.33            |  | 16,800                   |  | 0.05%                                |  | 100%           |  | 3                
|5144 South 3rd Street                          |  | Milwaukee         |  | WI    |  | 1972                                                                  |  |                              | 74,832    |                              |   | 3.90            |  | 19,200                   |  | 0.06%                                |  | 100%           |  | 2                
|5315 South 3rd Street                          |  | Milwaukee         |  | WI    |  | 1979                                                                  |  |                              | 360,900   |                              |   | 3.60            |  | 100,250                  |  | 0.32%                                |  | 100%           |  | 1                
|5319 South 3rd Street                          |  | Milwaukee         |  | WI    |  | 1980                                                                  |  |                              | 432,432   |                              |   | 4.29            |  | 100,800                  |  | 0.33%                                |  | 100%           |  | 2                
|5110 South 6th Street                          |  | Milwaukee         |  | WI    |  | 1972                                                                  |  |                              | 339,300   |                              |   | 5.80            |  | 58,500                   |  | 0.19%                                |  | 100%           |  | 1                
|4903 South Howell                              |  | Milwaukee         |  | WI    |  | 1977                                                                  |  |                              | 69,672    |                              |   | 2.90            |  | 24,000                   |  | 0.08%                                |  | 70%            |  | 3                
|4941 South Howell                              |  | Milwaukee         |  | WI    |  | 1976                                                                  |  |                              | 84,214    |                              |   | 2.62            |  | 32,115                   |  | 0.10%                                |  | 60%            |  | 2                
|5050 South 2nd Street                          |  | Milwaukee         |  | WI    |  | 1970                                                                  |  |                              | 230,664   |                              |   | 4.65            |  | 49,605                   |  | 0.16%                                |  | 100%           |  | 1                
|525 Marquette                                  |  | Oak Creek         |  | WI    |  | 1979                                                                  |  |                              |          |                              |   |                |  | 112,144                  |  | 0.36%                                |  | 0%             |  | 0                
|300 West Edgerton                              |  | Milwaukee         |  | WI    |  | 1970                                                                  |  |                              | 215,962   |                              |   | 5.40            |  | 40,000                   |  | 0.13%                                |  | 100%           |  | 3                
|5170 South 6th Street                          |  | Milwaukee         |  | WI    |  | 1997                                                                  |  |                              | 509,459   |                              |   | 3.12            |  | 163,200                  |  | 0.53%                                |  | 76%            |  | 2                
|W165 N5830 Ridgewood                           |  | Menomonee Falls   |  | WI    |  | 1996                                                                  |  |                              | 1,403,061 |                              |   | 4.68            |  | 300,120                  |  | 0.97%                                |  | 100%           |  | 1                
|                                               |  |                   |  |       |  |                                                                       |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|Subtotal                                       |  |                   |  |       |  |                                                                       |  | $                            | 8,318,231 |                              |   |                 |  | 3,298,754                |  | 10.69%                               |  |                |  | 46               
|                                               |  |                   |  |       |  |                                                                       |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|Average                                        |  |                   |  |       |  |                                                                       |  |                              |           |                              | $ | 2.52            |  | 109,958                  |  |                                      |  |                |  |                  
|                                               |  |                   |  |       |  |                                                                       |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|Average excluding out of service at 12/31/2002 |  |                   |  |       |  |                                                                       |  | $                            | 8,318,231 |                              |   |                 |  | 3,298,754                |  |                                      |  |                |  |                  
|                                               |  |                   |  |       |  |                                                                       |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|                                               |  |                   |  |       |  |                                                                       |  |                              |           |                              | $ | 2.52            |  | 219,917                  |  |                                      |  |                |  |                  
|                                               |  |                   |  |       |  |                                                                       |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|Previously Owned Properties                    |  |                   |  |       |  |                                                                       |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|Lake County                                    |  |                   |  |       |  |                                                                       |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|620-630 Butterfield Road                       |  | Mundelein         |  | IL    |  | 1990                                                                  |  |                              | 233,645   |                              |   | 9.64            |  | 24,237                   |  | 0.08%                                |  | 100%           |  | 1                
|3145 Central Avenue                            |  | Waukegan          |  | IL    |  | 1958                                                                  |  |                              | 926,089   |                              |   | 3.17            |  | 292,000                  |  | 0.95%                                |  | 100%           |  | 2                
|28160 N Keith                                  |  | Lake Forest       |  | IL    |  | 1989                                                                  |  |                              | 331,177   |                              |   | 4.25            |  | 77,924                   |  | 0.25%                                |  | 100%           |  | 1                
|28618 N. Ballard                               |  | Lake Forest       |  | IL    |  | 1984                                                                  |  |                              | 298,428   |                              |   | 5.00            |  | 59,688                   |  | 0.19%                                |  | 100%           |  | 1                
|1810-1850 Northwestern Dr                      |  | Gurnee            |  | IL    |  | 1977                                                                  |  |                              | 539,907   |                              |   | 4.40            |  | 122,712                  |  | 0.40%                                |  | 100%           |  | 4                
|3849-3865 Swanson Court                        |  | Gurnee            |  | IL    |  | 1978                                                                  |  |                              | 381,478   |                              |   | 3.81            |  | 100,000                  |  | 0.32%                                |  | 100%           |  | 2                
|N.E. Cook County                               |  |                   |  |       |  |                                                                       |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|5990 Touhy Avenue                              |  | Niles             |  | IL    |  | 1960/1993                                                             |  |                              | 855,945   |                              |   | 2.83            |  | 302,378                  |  | 0.98%                                |  | 74%            |  | 3                
|N.W. Cook County                               |  |                   |  |       |  |                                                                       |  |                              |           |                              |   |                 |  |                          |  |                                      |  |                |  |                  
|900 W. University Drive                        |  | Arlington Heights |  | IL    |  | 1974                                                                  |  |                              | 474,397   |                              |   | 5.50            |  | 86,254                   |  | 0.28%                                |  | 100%           |  | 1                
|200 Champion Drive                             |  | Northlake         |  | IL    |  | 1998                                                                  |  |                              | 665,640   |                              |   | 4.02            |  | 165,612                  |  | 0.54%                                |  | 100%           |  | 1                

11

---

|3450 W. Touhy                |  | Skokie            |  | IL |  | 1972           |  |  | 630,516   |  |  | 4.62  |  | 136,392   |  | 0.44% |  | 93%  |  | 2  |  | ACQ    
|---------------------------- |  | ----------------- |  | -- |  | -------------- |  |  | --------- |  |  | ----- |  | --------- |  | ----- |  | ---- |  | -- |  | -------
|6800 N. McCormick            |  | Lincolnwood       |  | IL |  | 1955           |  |  | 1,332,940 |  |  | 5.40  |  | 247,000   |  | 0.80% |  | 100% |  | 1  |  | ACQ    
|100 W. Whitehall             |  | Northlake         |  | IL |  | 1999           |  |  | 1,084,160 |  |  | 4.31  |  | 251,584   |  | 0.82% |  | 100% |  | 2  |  | BTS    
|3602 N. Kennicott            |  | Arlington Heights |  | IL |  | 1999           |  |  | 438,980   |  |  | 4.66  |  | 94,300    |  | 0.31% |  | 100% |  | 1  |  | ACQ    
|N. Kane County               |  |                   |  |    |  |                |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |        
|825 Tollgate Road            |  | Elgin             |  | IL |  | 1989           |  |  | 444,495   |  |  | 5.35  |  | 83,122    |  | 0.27% |  | 100% |  | 2  |  | ACQ    
|1575 Executive Drive         |  | Elgin             |  | IL |  | 1980           |  |  | 158,604   |  |  | 5.11  |  | 31,050    |  | 0.10% |  | 100% |  | 1  |  | ACQ    
|3620 Swenson Avenue          |  | St. Charles       |  | IL |  | 1988/1992/1995 |  |  |          |  |  |      |  | 44,457    |  | 0.14% |  | 0%   |  | 0  |  | ACQ    
|1750 Lincoln                 |  | Freeport          |  | IL |  | 2001           |  |  | 1,535,040 |  |  | 3.08  |  | 499,200   |  | 1.62% |  | 100% |  | 1  |  | BTS    
|Chicago O'Hare Area          |  |                   |  |    |  |                |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |        
|1850 Greenleaf               |  | Elk Grove Village |  | IL |  | 1965           |  |  | 279,594   |  |  | 4.77  |  | 58,627    |  | 0.19% |  | 100% |  | 1  |  | ACQ    
|1400 Busse Road              |  | Elk Grove Village |  | IL |  | 1975           |  |  | 214,582   |  |  | 1.41  |  | 151,761   |  | 0.49% |  | 13%  |  | 11 |  | ACQ    
|1201 Lunt Avenue             |  | Elk Grove Village |  | IL |  | 1971           |  |  | 55,200    |  |  | 7.48  |  | 7,380     |  | 0.02% |  | 100% |  | 1  |  | ACQ    
|745 Birginal Road            |  | Bensenville       |  | IL |  | 1974           |  |  | 505,166   |  |  | 4.46  |  | 113,266   |  | 0.37% |  | 100% |  | 1  |  | ACQ    
|2600 Elmhurst Road           |  | Elk Grove Village |  | IL |  | 1995           |  |  | 570,728   |  |  | 5.44  |  | 105,000   |  | 0.34% |  | 100% |  | 1  |  | BTS    
|10601 Seymour Avenue         |  | Franklin Park     |  | IL |  | 1963/1970      |  |  | 3,298,522 |  |  | 4.71  |  | 700,899   |  | 2.27% |  | 100% |  | 3  |  | ACQ/RDV
|850 Arthur Avenue            |  | Elk Grove Village |  | IL |  | 1971/1973      |  |  | 165,708   |  |  | 3.90  |  | 42,490    |  | 0.14% |  | 100% |  | 2  |  | ACQ    
|1100 Chase Avenue            |  | Elk Grove Village |  | IL |  | 1980/1996      |  |  | 201,228   |  |  | 4.83  |  | 41,651    |  | 0.14% |  | 100% |  | 1  |  | ACQ    
|2553 North Edgington         |  | Franklin Park     |  | IL |  | 1967/1995      |  |  | 559,324   |  |  | 2.04  |  | 274,303   |  | 0.89% |  | 59%  |  | 2  |  | ACQ    
|875 Fargo Avenue             |  | Elk Grove Village |  | IL |  | 1980           |  |  | 465,783   |  |  | 5.65  |  | 82,368    |  | 0.27% |  | 100% |  | 1  |  | ACQ    
|1501 Pratt Avenue            |  | Elk Grove Village |  | IL |  | 1973           |  |  |          |  |  |      |  | 151,900   |  | 0.49% |  | 0%   |  | 0  |  | ACQ    
|400 North Wolf Road          |  | Northlake         |  | IL |  | 1956/1997      |  |  | 5,642,983 |  |  | 3.69  |  | 1,529,926 |  | 4.95% |  | 100% |  | 4  |  | ACQ    
|2801-2881 Busse Road         |  | Elk Grove Village |  | IL |  | 1997           |  |  | 1,174,915 |  |  | 4.68  |  | 251,076   |  | 0.81% |  | 100% |  | 2  |  | BTS    
|2525 Busse Road              |  | Elk Grove Village |  | IL |  | 1975           |  |  | 3,229,950 |  |  | 3.64  |  | 887,465   |  | 2.88% |  | 85%  |  | 9  |  | ACQ    
|2701-2781 Busse Road         |  | Elk Grove Village |  | IL |  | 1997           |  |  | 1,334,691 |  |  | 5.32  |  | 251,076   |  | 0.81% |  | 100% |  | 2  |  | BTS    
|1796 Sherwin                 |  | Des Plaines       |  | IL |  | 1964           |  |  | 667,412   |  |  | 7.01  |  | 95,220    |  | 0.31% |  | 100% |  | 2  |  | ACQ    
|2021 Lunt Avenue             |  | Elk Grove         |  | IL |  | 1972           |  |  | 275,234   |  |  | 4.29  |  | 64,157    |  | 0.21% |  | 100% |  | 1  |  | ACQ    
|755 Dillon Drive             |  | Wood Dale         |  | IL |  | 1986           |  |  | 325,420   |  |  | 6.79  |  | 47,928    |  | 0.16% |  | 100% |  | 1  |  | ACQ    
|201 Oakton                   |  | Des Plaines       |  | IL |  | 1984           |  |  | 737,606   |  |  | 4.61  |  | 160,102   |  | 0.52% |  | 100% |  | 3  |  | ACQ    
|O'Hare Express-Phase A-2     |  | Chicago           |  | IL |  | 1997           |  |  | 1,162,759 |  |  | 9.61  |  | 120,971   |  | 0.39% |  | 100% |  | 2  |  | BTS    
|O'Hare Express-Phase B-1     |  | Chicago           |  | IL |  | 1997           |  |  | 2,392,457 |  |  | 13.94 |  | 171,685   |  | 0.56% |  | 100% |  | 1  |  | BTS    
|1100-40 W. Thorndale         |  | Itasca            |  | IL |  | 1984           |  |  | 214,560   |  |  | 4.47  |  | 48,000    |  | 0.16% |  | 100% |  | 1  |  | ACQ    
|737 Fargo Ave.               |  | Elk Grove Village |  | IL |  | 1975           |  |  | 258,131   |  |  | 3.35  |  | 77,015    |  | 0.25% |  | 100% |  | 1  |  | ACQ    
|951 Fargo Ave.               |  | Elk Grove Village |  | IL |  | 1973           |  |  | 576,648   |  |  | 5.55  |  | 103,987   |  | 0.34% |  | 100% |  | 1  |  | ACQ    
|18801 West Irving Park Drive |  | Chicago           |  | IL |  | 1999           |  |  | 781,882   |  |  | 4.22  |  | 185,280   |  | 0.60% |  | 100% |  | 1  |  | BTS    
|O'Hare Express, Phase B-2    |  | Chicago           |  | IL |  | 1999           |  |  | 2,127,179 |  |  | 13.87 |  | 153,345   |  | 0.50% |  | 100% |  | 2  |  | BTS    
|600 East Irving Park Rd      |  | Bensenville       |  | IL |  | 1982           |  |  | 65,878    |  |  | 3.09  |  | 21,304    |  | 0.07% |  | 100% |  | 1  |  | ACQ    
|514 Express Center Dr        |  | Chicago           |  | IL |  | 2000           |  |  | 2,121,800 |  |  | 11.47 |  | 185,000   |  | 0.60% |  | 100% |  | 1  |  | BTS    
|1311 Meacham Avenue          |  | Itasca            |  | IL |  | 1980           |  |  | 456,000   |  |  | 3.82  |  | 119,345   |  | 0.39% |  | 100% |  | 1  |  | ACQ    
|Near West Suburbs            |  |                   |  |    |  |                |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |        
|3601 N Runge                 |  | Franklin Park     |  | IL |  | 1962/1968      |  |  | 305,575   |  |  | 2.67  |  | 114,266   |  | 0.37% |  | 100% |  | 1  |  | ACQ    
|3400 N Powell                |  | Franklin Park     |  | IL |  | 1961/1980      |  |  | 413,100   |  |  | 3.59  |  | 115,097   |  | 0.37% |  | 100% |  | 1  |  | ACQ    
|11140 W Addison              |  | Franklin Park     |  | IL |  | 1961/1965      |  |  | 350,760   |  |  | 3.14  |  | 111,588   |  | 0.36% |  | 100% |  | 1  |  | ACQ    
|3434 N. Powell               |  | Franklin Park     |  | IL |  | 1960/1966      |  |  | 357,672   |  |  | 3.94  |  | 90,760    |  | 0.29% |  | 100% |  | 1  |  | ACQ    
|1999 N Ruby                  |  | Melrose Park      |  | IL |  | 1952/1962      |  |  | 291,772   |  |  | 2.71  |  | 107,852   |  | 0.35% |  | 100% |  | 1  |  | ACQ    
|11550 W. King                |  | Franklin Park     |  | IL |  | 1963           |  |  | 218,059   |  |  | 3.18  |  | 68,663    |  | 0.22% |  | 100% |  | 1  |  | ACQ    
|317 W. Lake Street           |  | Northlake         |  | IL |  | 1972           |  |  | 892,581   |  |  | 2.94  |  | 303,935   |  | 0.99% |  | 68%  |  | 1  |  | ACQ    
|5200 Proviso                 |  | Melrose Park      |  | IL |  | 1982           |  |  | 70,159    |  |  | 7.02  |  | 10,000    |  | 0.03% |  | 100% |  | 1  |  | ACQ    
|5000 Proviso                 |  | Melrose Park      |  | IL |  | 1982           |  |  | 1,224,840 |  |  | 2.40  |  | 510,000   |  | 1.65% |  | 100% |  | 2  |  | ACQ    
|4700 Proviso                 |  | Melrose Park      |  | IL |  | 1982           |  |  | 1,614,303 |  |  | 2.61  |  | 618,882   |  | 2.01% |  | 57%  |  | 2  |  | ACQ    
|10700 Waveland Ave           |  | Franklin Park     |  | IL |  | 1973           |  |  | 441,152   |  |  | 3.28  |  | 134,600   |  | 0.44% |  | 100% |  | 1  |  | ACQ    
|5700 McDermott Dr            |  | Berkeley          |  | IL |  | 1967           |  |  | 235,532   |  |  | 4.75  |  | 49,612    |  | 0.16% |  | 100% |  | 1  |  | ACQ    
|250 Mannheim Road            |  | Hillside          |  | IL |  | 1970           |  |  | 712,296   |  |  | 3.91  |  | 182,122   |  | 0.59% |  | 100% |  | 2  |  | ACQ    
|7750 Industrial Drive        |  | Forest Park       |  | IL |  | 1973           |  |  | 16,320    |  |  | 0.21  |  | 77,330    |  | 0.25% |  | 100% |  | 1  |  | ACQ    
|333 Northwest Avenue         |  | Northlake         |  | IL |  | 1968           |  |  | 522,000   |  |  | 3.86  |  | 135,267   |  | 0.44% |  | 62%  |  | 1  |  | ACQ    
|505 Railroad Avenue          |  | Northlake         |  | IL |  | 1965/1988      |  |  | 607,300   |  |  | 2.14  |  | 284,165   |  | 0.92% |  | 73%  |  | 1  |  | ACQ    
|West Suburbs                 |  |                   |  |    |  |                |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |        
|425 N. Villa Ave.            |  | Villa Park        |  | IL |  | 1996           |  |  | 162,000   |  |  | 22.51 |  | 7,198     |  | 0.02% |  | 100% |  | 1  |  | ACQ    
|1808 Swift Road              |  | Oakbrook          |  | IL |  | 1998           |  |  | 847,826   |  |  | 5.63  |  | 150,569   |  | 0.49% |  | 100% |  | 1  |  | ACQ    
|Central Kane/N. DuPage       |  |                   |  |    |  |                |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |        
|425 South 37th Avenue        |  | St. Charles       |  | IL |  | 1975           |  |  | 391,803   |  |  | 3.80  |  | 103,106   |  | 0.33% |  | 100% |  | 1  |  | ACQ    
|1030 Fabyan Parkway          |  | Batavia           |  | IL |  | 1978           |  |  | 733,352   |  |  | 3.45  |  | 212,728   |  | 0.69% |  | 100% |  | 1  |  | ACQ    
|22 W 760 Poss St.            |  | Glen Ellyn        |  | IL |  | 1964           |  |  | 132,000   |  |  | 11.21 |  | 11,776    |  | 0.04% |  | 100% |  | 1  |  | ACQ    
|1000 Swanson Dr.             |  | Batavia           |  | IL |  | 1990           |  |  | 186,000   |  |  | 17.55 |  | 10,600    |  | 0.03% |  | 100% |  | 1  |  | ACQ    
|1705-75 Hubbard Dr.          |  | Batavia           |  | IL |  | 1985           |  |  | 171,443   |  |  | 4.57  |  | 37,500    |  | 0.12% |  | 100% |  | 2  |  | ACQ    
|900 Paramount Pkway.         |  | Batavia           |  | IL |  | 1986           |  |  | 104,112   |  |  | 2.78  |  | 37,500    |  | 0.12% |  | 53%  |  | 1  |  | ACQ    
|918 Paramount Pkway          |  | Batavia           |  | IL |  | 1987           |  |  |          |  |  |      |  | 9,900     |  | 0.03% |  | 0%   |  | 0  |  | ACQ    

12

---

|902 Paramount Pkway        |  | Batavia          |  | IL |  | 1987      |  |  | 67,338    |  |  | 4.35  |  | 15,480    |  | 0.05% |  | 100% |  | 2  |  | ACQ
|-------------------------- |  | ---------------- |  | -- |  | --------- |  |  | --------- |  |  | ----- |  | --------- |  | ----- |  | ---- |  | -- |  | ---
|950 Paramount Pkway        |  | Batavia          |  | IL |  | 1987      |  |  | 76,050    |  |  | 4.91  |  | 15,480    |  | 0.05% |  | 100% |  | 2  |  | ACQ
|934 Paramount Pkway        |  | Batavia          |  | IL |  | 1987      |  |  | 66,000    |  |  | 6.67  |  | 9,900     |  | 0.03% |  | 100% |  | 1  |  | ACQ
|500 Wall St                |  | Glendale Heights |  | IL |  | 1989      |  |  |          |  |  |      |  | 219,471   |  | 0.71% |  | 0%   |  | 0  |  | ACQ
|115 W. Lake St.            |  | Glendale Heights |  | IL |  | 1999      |  |  | 531,561   |  |  | 6.69  |  | 79,451    |  | 0.26% |  | 100% |  | 1  |  | ACQ
|800 Regency Drive          |  | Glendale Heights |  | IL |  | 1987      |  |  | 128,673   |  |  | 2.67  |  | 48,230    |  | 0.16% |  | 56%  |  | 1  |  | ACQ
|625 Willowbrook Centre     |  | Willowbrook      |  | IL |  | 2001      |  |  | 603,135   |  |  | 14.50 |  | 41,600    |  | 0.13% |  | 100% |  | 1  |  | BTS
|Far West Suburbs           |  |                  |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|720 Frontenac              |  | Naperville       |  | IL |  | 1991      |  |  | 369,552   |  |  | 2.15  |  | 171,935   |  | 0.56% |  | 64%  |  | 1  |  | ACQ
|820 Frontenac              |  | Naperville       |  | IL |  | 1988      |  |  | 540,364   |  |  | 3.52  |  | 153,604   |  | 0.50% |  | 100% |  | 1  |  | ACQ
|1120 Frontenac             |  | Naperville       |  | IL |  | 1980/1994 |  |  | 578,915   |  |  | 3.76  |  | 153,902   |  | 0.50% |  | 100% |  | 1  |  | ACQ
|1510 Frontenac             |  | Naperville       |  | IL |  | 1986      |  |  | 398,567   |  |  | 3.80  |  | 104,886   |  | 0.34% |  | 100% |  | 1  |  | ACQ
|1020 Frontenac             |  | Naperville       |  | IL |  | 1980      |  |  | 334,236   |  |  | 3.35  |  | 99,684    |  | 0.32% |  | 100% |  | 1  |  | ACQ
|1560 Frontenac             |  | Naperville       |  | IL |  | 1987      |  |  | 291,695   |  |  | 3.41  |  | 85,608    |  | 0.28% |  | 100% |  | 1  |  | ACQ
|920 Frontenac              |  | Naperville       |  | IL |  | 1987      |  |  | 454,575   |  |  | 3.75  |  | 121,200   |  | 0.39% |  | 100% |  | 1  |  | ACQ
|1250 Carolina Drive        |  | West Chicago     |  | IL |  | 1988      |  |  | 552,000   |  |  | 3.68  |  | 150,000   |  | 0.49% |  | 100% |  | 1  |  | BTS
|1 Allsteel Drive           |  | Aurora           |  | IL |  | 1960      |  |  | 2,808,640 |  |  | 2.89  |  | 971,518   |  | 3.15% |  | 100% |  | 2  |  | ACQ
|2727 West Diehl Road       |  | Naperville       |  | IL |  | 1997      |  |  | 2,355,072 |  |  | 5.35  |  | 440,343   |  | 1.43% |  | 100% |  | 1  |  | BTS
|9714 S. Rt 69              |  | Naperville       |  | IL |  | 1988      |  |  | 210,000   |  |  | 25.00 |  | 8,400     |  | 0.03% |  | 100% |  | 1  |  | ACQ
|Southwest Suburbs          |  |                  |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|5619-25 West 115th Street  |  | Alsip            |  | IL |  | 1974      |  |  | 787,725   |  |  | 1.97  |  | 399,511   |  | 1.30% |  | 100% |  | 2  |  | RDV
|6600 River Road            |  | Hodgkins         |  | IL |  | 1968      |  |  | 1,658,760 |  |  | 2.63  |  | 630,410   |  | 2.04% |  | 100% |  | 1  |  | ACQ
|7447 South Central Avenue  |  | Bedford Park     |  | IL |  | 1975      |  |  | 382,800   |  |  | 3.24  |  | 118,218   |  | 0.38% |  | 100% |  | 1  |  | ACQ
|7525 South Sayre           |  | Bedford Park     |  | IL |  | 1981      |  |  | 552,000   |  |  | 4.48  |  | 123,178   |  | 0.40% |  | 100% |  | 2  |  | ACQ
|11701 South Central Avenue |  | Alsip            |  | IL |  | 1970      |  |  | 985,997   |  |  | 3.32  |  | 297,207   |  | 0.96% |  | 100% |  | 2  |  | ACQ
|11601 South Central Avenue |  | Alsip            |  | IL |  | 1970      |  |  | 450,000   |  |  | 1.73  |  | 260,000   |  | 0.84% |  | 43%  |  | 1  |  | ACQ
|7633 S. Sayre              |  | Bedford Park     |  | IL |  | 1968      |  |  | 100,260   |  |  | 7.14  |  | 14,039    |  | 0.05% |  | 100% |  | 1  |  | ACQ
|7201 S. Lemington          |  | Bedford Park     |  | IL |  | 1958      |  |  | 150,000   |  |  | 1.40  |  | 106,800   |  | 0.35% |  | 100% |  | 1  |  | ACQ
|7200 S. Mason              |  | Bedford Park     |  | IL |  | 1974      |  |  | 662,758   |  |  | 3.20  |  | 207,345   |  | 0.67% |  | 100% |  | 1  |  | ACQ
|6000 W. 73rd               |  | Bedford Park     |  | IL |  | 1974      |  |  | 445,296   |  |  | 3.01  |  | 148,091   |  | 0.48% |  | 100% |  | 2  |  | ACQ
|6751-55 South Sayre Avenue |  | Bedford Park     |  | IL |  | 1974      |  |  | 744,000   |  |  | 3.07  |  | 242,690   |  | 0.79% |  | 100% |  | 1  |  | ACQ
|11801 S. Central           |  | Alsip            |  | IL |  | 1985      |  |  | 853,158   |  |  | 3.00  |  | 284,386   |  | 0.92% |  | 100% |  | 1  |  | ACQ
|10047 Virginia Ave.        |  | Chicago Ridge    |  | IL |  | 1994      |  |  | 201,419   |  |  | 5.68  |  | 35,450    |  | 0.11% |  | 100% |  | 2  |  | ACQ
|9700 Harlem Ave            |  | Bridgeview       |  | IL |  | 1969      |  |  | 392,002   |  |  | 3.88  |  | 101,140   |  | 0.33% |  | 100% |  | 1  |  | ACQ
|6510 West 73rd Street      |  | Bedford Park     |  | IL |  | 1974/1980 |  |  | 911,550   |  |  | 2.95  |  | 309,000   |  | 1.00% |  | 100% |  | 1  |  | ACQ
|9450 Sergo Drive           |  | McCook           |  | IL |  | 2001      |  |  | 1,356,253 |  |  | 3.05  |  | 445,008   |  | 1.44% |  | 34%  |  | 1  |  | BTS
|Chicago South              |  |                  |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|900 East 103rd Street      |  | Chicago          |  | IL |  | 1910/1990 |  |  | 1,910,348 |  |  | 3.63  |  | 526,493   |  | 1.71% |  | 80%  |  | 5  |  | RDV
|3133 East 106th            |  | Chicago          |  | IL |  | 1971      |  |  | 54,288    |  |  | 0.68  |  | 80,076    |  | 0.26% |  | 26%  |  | 1  |  | ACQ
|4400 South Kolmar          |  | Chicago          |  | IL |  | 1966      |  |  | 299,000   |  |  | 3.25  |  | 92,000    |  | 0.30% |  | 100% |  | 1  |  | ACQ
|4000 Racine                |  | Chicago          |  | IL |  | 1968/1992 |  |  |          |  |  |      |  | 140,000   |  | 0.45% |  | 0%   |  | 0  |  | ACQ
|South Suburbs              |  |                  |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|21399 Torrence Avenue      |  | Sauk Village     |  | IL |  | 1987      |  |  | 801,048   |  |  | 2.15  |  | 372,835   |  | 1.21% |  | 100% |  | 1  |  | ACQ
|2601 Bond Street           |  | University Park  |  | IL |  | 1975      |  |  |          |  |  |      |  | 64,000    |  | 0.21% |  | 0%   |  | 0  |  | ACQ
|16951 St. Street           |  | South Holland    |  | IL |  | 1983      |  |  | 220,262   |  |  | 9.74  |  | 22,615    |  | 0.07% |  | 100% |  | 3  |  | ACQ
|1336 W. New Monee Rd.      |  | Crete            |  | IL |  | 1974      |  |  | 28,800    |  |  | 2.94  |  | 9,788     |  | 0.03% |  | 100% |  | 1  |  | ACQ
|16750 S. Vincennes Ave     |  | South Holland    |  | IL |  | 1970      |  |  | 605,074   |  |  | 2.99  |  | 202,510   |  | 0.66% |  | 100% |  | 1  |  | ACQ
|Far S.W. Suburbs           |  |                  |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|1319 Marquette Drive       |  | Romeoville       |  | IL |  | 1990      |  |  | 289,206   |  |  | 7.96  |  | 36,349    |  | 0.12% |  | 100% |  | 1  |  | BTS
|1355 Enterprise Drive      |  | Romeoville       |  | IL |  | 1980      |  |  | 432,589   |  |  | 3.60  |  | 120,143   |  | 0.39% |  | 0%   |  | 0  |  | ACQ
|2301 North Route 30        |  | Plainfield       |  | IL |  | 1972      |  |  | 629,808   |  |  | 2.31  |  | 272,217   |  | 0.88% |  | 96%  |  | 2  |  | ACQ
|250 W. 63rd St.            |  | Westmont         |  | IL |  | 1967      |  |  | 180,000   |  |  | 17.58 |  | 10,240    |  | 0.03% |  | 100% |  | 1  |  | ACQ
|1243 Naperville Dr.        |  | Romeoville       |  | IL |  | 1994      |  |  | 407,611   |  |  | 5.54  |  | 73,600    |  | 0.24% |  | 100% |  | 4  |  | ACQ
|1200-24 Independence Blvd  |  | Romoeville       |  | IL |  | 1983      |  |  | 229,200   |  |  | 5.35  |  | 42,804    |  | 0.14% |  | 100% |  | 1  |  | ACQ
|1265 Naperville Dr.        |  | Romeoville       |  | IL |  | 1996      |  |  | 330,000   |  |  | 4.50  |  | 73,385    |  | 0.24% |  | 100% |  | 2  |  | ACQ
|1287 Naperville Dr.        |  | Romeoville       |  | IL |  | 1997      |  |  | 333,285   |  |  | 4.83  |  | 69,000    |  | 0.22% |  | 100% |  | 3  |  | ACQ
|7000 Monroe St             |  | Willowbrook      |  | IL |  | 1999      |  |  | 588,160   |  |  | 9.74  |  | 60,362    |  | 0.20% |  | 100% |  | 1  |  | ACQ
|145 Tower Dr               |  | Burr Ridge       |  | IL |  | 1968      |  |  | 396,000   |  |  | 6.22  |  | 63,687    |  | 0.21% |  | 100% |  | 1  |  | ACQ
|McHenry County             |  |                  |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|875 Diggins Rd.            |  | Harvard          |  | IL |  | 1952      |  |  | 522,854   |  |  | 4.14  |  | 126,304   |  | 0.41% |  | 100% |  | 1  |  | ACQ
|N.W. Indiana               |  |                  |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|425 West 151st Street      |  | East Chicago     |  | IN |  | 1913/1991 |  |  | 587,229   |  |  | 1.60  |  | 366,159   |  | 1.19% |  | 80%  |  | 5  |  | RDV
|201 Mississippi Street     |  | Gary             |  | IN |  | 1945/1988 |  |  | 3,216,485 |  |  | 3.06  |  | 1,052,507 |  | 3.40% |  | 79%  |  | 14 |  | RDV
|1827 North Bendix Drive    |  | South Bend       |  | IN |  | 1964/1990 |  |  | 582,314   |  |  | 2.92  |  | 199,730   |  | 0.65% |  | 100% |  | 1  |  | ACQ
|101 45th Street            |  | Munster          |  | IN |  | 1991      |  |  | 1,299,168 |  |  | 3.71  |  | 350,133   |  | 1.14% |  | 100% |  | 1  |  | ACQ
|Milwaukee County           |  |                  |  |    |  |           |  |  |           |  |  |       |  |           |  |       |  |      |  |    |  |    
|7501 North 81st Street     |  | Milwaukee        |  | WI |  | 1987      |  |  | 699,040   |  |  | 3.80  |  | 183,958   |  | 0.60% |  | 100% |  | 1  |  | ACQ

13

---

|2003-2201 S. 114th Street                                                              |  | West Allis       |             | WI |         | 1965           |  |            | 710,296     |         |   | 2.92  |  | 243,350    |  | 0.79%  |  | 100% |  | 2 |  | ACQ
|-------------------------------------------------------------------------------------- |  | ---------------- | ----------- | -- | ------- | -------------- |  | ---------- | ----------- | ------- | - | ----- |  | ---------- |  | ------ |  | ---- |  | - |  | ---
|1475 S. 101st                                                                          |  | West Allis       |             | WI |         | 1969           |  |            |            |         |   |      |  | 46,937     |  | 0.15%  |  | 100% |  | 1 |  | ACQ
|4700 Ironwood Drive                                                                    |  | Franklin         |             | WI |         | 1998           |  |            | 418,880     |         |   | 3.40  |  | 123,200    |  | 0.40%  |  | 100% |  | 1 |  | BTS
|5521 Mill Road                                                                         |  | Milwaukee        |             | WI |         | 1960           |  |            | 36,237      |         |   | 0.82  |  | 44,435     |  | 0.14%  |  | 25%  |  | 2 |  | ACQ
|70th & Washington                                                                      |  | West Allis       |             | WI |         | 1999           |  |            | 520,728     |         |   | 4.58  |  | 113,620    |  | 0.37%  |  | 100% |  | 1 |  | ACQ
|11000 Silver Springs Rd.                                                               |  | Milwaukee        |             | WI |         | 1968           |  |            | 569,568     |         |   | 4.47  |  | 127,400    |  | 0.41%  |  | 100% |  | 1 |  | ACQ
|3511 W. Green Tree                                                                     |  | Milwaukee        |             | WI |         | 1969/1971      |  |            | 420,196     |         |   | 2.43  |  | 172,650    |  | 0.56%  |  | 100% |  | 3 |  | ACQ
|Richards & Vienna                                                                      |  | Milwaukee        |             | WI |         | 1999           |  |            | 559,428     |         |   | 4.81  |  | 116,354    |  | 0.38%  |  | 43%  |  | 1 |  | ACQ
|6600 N. Industrial Rd                                                                  |  | Milwaukee        |             | WI |         | 1973           |  |            | 270,377     |         |   | 2.45  |  | 110,400    |  | 0.36%  |  | 74%  |  | 2 |  | ACQ
|6333 West Douglas                                                                      |  | Milwaukee        |             | WI |         | 1970           |  |            | 94,721      |         |   | 3.70  |  | 25,607     |  | 0.08%  |  | 100% |  | 2 |  | ACQ
|7620 South 10th Street                                                                 |  | Oak Creek        |             | WI |         | 1970           |  |            | 637,500     |         |   | 4.24  |  | 150,192    |  | 0.49%  |  | 100% |  | 1 |  | ACQ
|7020 Parkland Court                                                                    |  | Milwaukee        |             | WI |         | 1979           |  |            | 380,478     |         |   | 3.19  |  | 119,160    |  | 0.39%  |  | 100% |  | 1 |  | ACQ
|7025 Parkland Court                                                                    |  | Milwaukee        |             | WI |         | 1973           |  |            | 479,847     |         |   | 2.14  |  | 224,611    |  | 0.73%  |  | 75%  |  | 3 |  | ACQ
|315 Edgerton                                                                           |  | Milwaukee        |             | WI |         | 1971           |  |            | 277,873     |         |   | 4.48  |  | 62,000     |  | 0.20%  |  | 76%  |  | 2 |  | ACQ
|5211 South 3rd Street                                                                  |  | Milwaukee        |             | WI |         | 1973           |  |            | 1,168,020   |         |   | 3.24  |  | 360,000    |  | 1.17%  |  | 100% |  | 1 |  | ACQ
|7475 South 6th Street                                                                  |  | Oak Creek        |             | WI |         | 1970           |  |            | 460,800     |         |   | 3.84  |  | 120,000    |  | 0.39%  |  | 100% |  | 1 |  | ACQ
|Kenosha County                                                                         |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|8901 102nd Street                                                                      |  | Pleasant Prairie |             | WI |         | 1990           |  |            | 740,380     |         |   | 7.01  |  | 105,637    |  | 0.34%  |  | 100% |  | 1 |  | ACQ
|8200 100th Street                                                                      |  | Pleasant Prairie |             | WI |         | 1990           |  |            | 568,361     |         |   | 3.83  |  | 148,472    |  | 0.48%  |  | 100% |  | 1 |  | ACQ
|8100 100th Street                                                                      |  | Pleasant Prairie |             | WI |         | 1991           |  |            | 197,959     |         |   | 5.17  |  | 38,290     |  | 0.12%  |  | 100% |  | 1 |  | ACQ
|Waukesha County                                                                        |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|2900 South 160th Street                                                                |  | New Berlin       |             | WI |         | 1972/1974/1978 |  |            |            |         |   |      |  | 183,480    |  | 0.59%  |  | 0%   |  | 0 |  | ACQ
|Racine County                                                                          |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|1333 Grandview Drive                                                                   |  | Yorkville        |             | WI |         | 1997           |  |            | 796,572     |         |   | 3.79  |  | 210,000    |  | 0.68%  |  | 100% |  | 1 |  | ACQ
|1221 Grand View Pkwy                                                                   |  | Yorkville        |             | WI |         | 2000           |  |            | 382,924     |         |   | 4.22  |  | 90,654     |  | 0.29%  |  | 100% |  | 1 |  | ACQ
|Ohio                                                                                   |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|8877 Union Center Rd                                                                   |  | Westchester      |             | OH |         | 1999           |  |            | 5,070,720   |         |   | 5.92  |  | 856,768    |  | 2.78%  |  | 100% |  | 1 |  | ACQ
|2800 Henkle Drive                                                                      |  | Lebanon          |             | OH |         | 1994/1995/1997 |  |            | 461,565     |         |   | 3.52  |  | 131,150    |  | 0.43%  |  | 100% |  | 1 |  | ACQ
|New Hampshire                                                                          |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|1014 Profile Road                                                                      |  | Bethlehem        |             | NH |         | 1989           |  |            | 177,000     |         |   | 2.11  |  | 84,000     |  | 0.27%  |  | 100% |  | 1 |  | ACQ
|                                                                                       |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |  
|Subtotal                                                                               |  |                  |             |    |         |                |  | $          | 102,237,292 |         |   |       |  | 27,547,880 |  | 89.29% |  |      |  |   |  |    
|                                                                                       |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|Average                                                                                |  |                  |             |    |         |                |  |            |             |         | $ | 3.71  |  | 177,728    |  | 0.58%  |  |      |  |   |  |    
|                                                                                       |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|Grand total all warehouse/industrial properties                                        |  | $                | 110,555,523 |    |         |                |  | 30,846,634 |             | 100.02% |   |       |  | 285        |  |       
|                                                                                       |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|Average all warehouse/industrial properties (6)                                        |  | $                | 3.58        |    | 166,739 |                |  |            | 91.5%       |         |   |       | 
|                                                                                       |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|Grand total all warehouse/industrial properties excluding out of service at 12/31/2002 |  | $                | 110,555,523 |    |         |                |  | 29,711,627 |             |         |   | 91.4% |  |            |  |       
|                                                                                       |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    
|Average all warehouse/industrial properties excluding out of service at 12/31/2002     |  | $                | 3.72        |    | 162,359 |                |  |            |             |         |   |       | 
|                                                                                       |  |                  |             |    |         |                |  |            |             |         |   |       |  |            |  |        |  |      |  |   |  |    

---

14

---

Land and Properties under Development

The Company has investments in seven uncompleted warehouse/industrial developments as of December 31, 2002. The Company's developments include buildings
under construction at CenterPoint Intermodal Center and O'Hare North which are leased and at various stages of completion. The Company also owns several stand alone land parcels under development,
totaling 1,320 acres, including approximately 869 acres at CenterPoint Intermodal Center which has projects in the beginning stages of development.

Acres

Estimated
Building Area
(Square Feet)Other land sites

25

225,000California Avenue Business Center, Chicago, IL

27

400,000O'Hare Express North, Chicago, IL

22

380,000Aurora Corporate Center, Aurora, IL

27

470,000Chicago Manufacturing Center, Chicago, IL

30

520,000CenterPoint Business Center, McCook, IL

33

650,000Jefferson & Aurora Avenue, Naperville, IL

118

2,108,000Knell Road, Montgomery, IL

169

2,250,000CenterPoint Intermodal Center, Joliet, IL

869

8,746,153Total owned or controlled

1,320

15,749,153


At
December 31, 2002, 64 acres of the Company's investment in retail and commercial land in Naperville, Illinois, which went under contract for sale in the fourth quarter of 2002,
was held for sale. Since the carrying value of this land was greater than the expected net sales proceeds, the Company recorded a $1.2 million impairment. The decline in value is attributable
to weakening market conditions for retail land which is the expected use for the land.

Lease Expirations

The following table shows, as of December 31, 2002, scheduled lease expirations for the Company's warehouse/industrial properties commencing
January 1, 2003 and for the next ten years, assuming that no tenants exercise renewal options:

|Year Ending December 31 |  | No. of
Leases
Expiring |  | GLA of
Expiring
Leases
(Sq. Ft.) |  | Annualized
Base Rent
Expiring
Leases |            | Average
Base Rent
per Sq Ft
Under
Expiring
Leases |   | % of Total
Properties
GLA
Represented
by Expiring
Leases |  | % of 2002
Base Rent
Represented
by Expiring
Leases |  
|----------------------- |  | ---------------------- |  | -------------------------------- |  | ------------------------------------ | ---------- | ------------------------------------------------- | - | -------------------------------------------------------- |  | -------------------------------------------------- | -
|2003                    |  | 64                     |  | 4,122,831                        |  | $                                    | 15,745,433 |                                                   | $ | 3.82                                                     |  | 15.68                                              | %
|2004                    |  | 56                     |  | 6,074,746                        |  |                                      | 20,666,501 |                                                   |   | 3.40                                                     |  | 23.10                                              | %
|2005                    |  | 42                     |  | 2,345,296                        |  |                                      | 10,203,576 |                                                   |   | 4.35                                                     |  | 8.92                                               | %
|2006                    |  | 37                     |  | 2,726,026                        |  |                                      | 11,435,257 |                                                   |   | 4.19                                                     |  | 10.37                                              | %
|2007                    |  | 27                     |  | 2,432,267                        |  |                                      | 11,288,200 |                                                   |   | 4.64                                                     |  | 9.25                                               | %
|2008                    |  | 19                     |  | 2,174,167                        |  |                                      | 9,433,364  |                                                   |   | 4.34                                                     |  | 8.27                                               | %
|2009                    |  | 14                     |  | 1,369,965                        |  |                                      | 6,890,432  |                                                   |   | 5.03                                                     |  | 5.21                                               | %
|2010                    |  | 10                     |  | 1,152,838                        |  |                                      | 6,270,194  |                                                   |   | 5.44                                                     |  | 4.38                                               | %
|2011                    |  | 3                      |  | 1,058,136                        |  |                                      | 5,136,722  |                                                   |   | 4.85                                                     |  | 4.02                                               | %
|2012                    |  | 6                      |  | 2,083,527                        |  |                                      | 8,433,217  |                                                   |   | 4.05                                                     |  | 7.92                                               | %

15

---

Options to Purchase Granted to Certain Tenants

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



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

In
addition to purchase options, the Company has granted to tenants of certain properties a right of first refusal (in the event the Company has received an unsolicited offer from a
third party to purchase the property which the Company desires to accept) or a right of first offer (in the event the Company has not received an unsolicited third party offer for the property but
desires to entertain an offer). As of December 31, 2002, these properties include: 8901 102nd Street, Pleasant Prairie, Wisconsin, 21399 Torrence Avenue, Sauk Village, Illinois and 7633 S.
Sayre, Bedford Park, Illinois. The existence of these rights will not compel the Company to sell a property for a price less than the price the Company desires to accept.

The Company's Other Properties and Investments

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

Retail Properties

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

|                                    |  | Year of Acquisition
Last Redevelopment
and/or Expansion (1) |  | Year of
Original
Construction /
Expansion |  | Total
GLA
Sq Ft (2) |  | Percent
of Total
GLA (3) |   | Percent
of GLA
Leased as
of 12/31/02 |   | Annualized
Base Rent
Revenue |         | Average
Rent Per
Sq Ft (4) |   | No. of
Tenants
|----------------------------------- |  | ----------------------------------------------------------- |  | ----------------------------------------- |  | ------------------- |  | ------------------------ | - | ------------------------------------ | - | ---------------------------- | ------- | -------------------------- | - | --------------
|4-48 Barrington Road
Streamwood, IL |  | 1994                                                        |  | 1991                                      |  | 38,633              |  | 63.1                     | % | 82.17                                | % | $                            | 397,235 |                            | $ | 10.28         
|84-120 McHenry Road
Wheeling, IL    |  | 1990/1993                                                   |  | 1989                                      |  | 20,535              |  | 33.6                     | % | 93.92                                | % |                              | 258,697 |                            |   | 12.60         
|351 North Rohlwing Road
Itasca, IL  |  | 1993                                                        |  | 1989                                      |  | 2,015               |  | 3.3                      | % | 100.00                               | % |                              | 78,303  |                            |   | 38.86         
|                                    |  |                                                             |  |                                           |  |                     |  |                          |   |                                      |   |                              |         |                            |   |               
|                                    |  |                                                             |  |                                           |  | 61,183              |  | 100.0                    | % |                                      |   | $                            | 734,235 |                            | $ | 12.00         
|                                    |  |                                                             |  |                                           |  |                     |  |                          |   |                                      |   |                              |         |                            |   |               

---

16

---

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

The
following table shows as of December 31, 2002 scheduled lease expirations for the retail properties commencing January 1, 2003, through lease expiration, assuming no
tenants exercise renewal options.

|Year Ending December 31 |  | No. of
Leases
Expiring |  | GLA of
Expiring
Leases
(Sq. Ft.) |  | Annualized
Base Rent
Expiring
Leases |         | Average
Base Rent
Per Sq Ft
Under
Expiring
Leases |   | % of Total
Properties
GLA
Represented
by Expiring
Leases |  | % of 2002
Base Rent
Represented
by Expiring
Leases |  
|----------------------- |  | ---------------------- |  | -------------------------------- |  | ------------------------------------ | ------- | ------------------------------------------------- | - | -------------------------------------------------------- |  | -------------------------------------------------- | -
|2003                    |  | 3                      |  | 12,115                           |  | $                                    | 75,519  |                                                   | $ | 6.23                                                     |  | 21.74                                              | %
|2004                    |  | 6                      |  | 14,572                           |  |                                      | 174,728 |                                                   |   | 11.99                                                    |  | 26.15                                              | %
|2005                    |  | 3                      |  | 8,650                            |  |                                      | 173,442 |                                                   |   | 20.05                                                    |  | 15.52                                              | %
|2006                    |  | 7                      |  | 18,382                           |  |                                      | 276,938 |                                                   |   | 15.07                                                    |  | 32.98                                              | %
|2009                    |  | 1                      |  | 2,015                            |  |                                      | 78,288  |                                                   |   | 38.85                                                    |  | 3.62                                               | %



As of the end of 2002, the Company owned two parking lots within industrial parks. The first parking lot, purchased in 1996, is currently vacant. The second
parking lot, purchased in 1999, is leased through September, 2005 for a current annual minimum rent of $49,200.

Item 3. Legal Proceedings.

Since 2001, the Company has been involved in recovery efforts under the terms of its commercial office lease with HALO Industries, Inc., which filed
Chapter 11 bankruptcy in July of that year. The Company has filed a claim for approximately $28.0 million based on the bankruptcy formula for the value of the HALO lease. This claim has not yet
been reviewed by the bankruptcy estate. On February 25, 2003, HALO announced its agreement to be purchased by HIG Capital for a total purchase price of $22.0 million in cash and notes,
including a $3.0 million earn-out based on future financial performance. After payment of all administrative claims against the bankruptcy estates, CenterPoint and the other
unsecured creditors expect to recover a small percentage of their claim from these net proceeds. The Company is also pursuing a lawsuit against certain officers of the bankrupt company and other
litigation that, if successful, could increase the dividend to the unsecured creditors of HALO. The Company is still uncertain of the extent and timing of its recovery but believes that its current
accounts receivable of $3.7 million will be collected and to date has not recorded any further recovery.

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.

17

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PART II

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

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

|Quarterly Period Ending |  | High |       | Low |   | Cash
Distribution/Share
|----------------------- |  | ---- | ----- | --- | - | -----------------------
|March 31, 2001          |  | $    | 47.88 |     | $ | 45.25                  
|June 30, 2001           |  |      | 50.90 |     |   | 45.90                  
|September 30, 2001      |  |      | 50.44 |     |   | 44.45                  
|December 31, 2001       |  |      | 51.50 |     |   | 45.59                  
|March 31, 2002          |  |      | 54.54 |     |   | 48.40                  
|June 30, 2002           |  |      | 59.41 |     |   | 53.20                  
|September 30, 2002      |  |      | 58.69 |     |   | 49.63                  
|December 31, 2002       |  |      | 59.49 |     |   | 51.18                  

(b) As
of March 18, 2003, there were approximately 140 holders of record of the Company's common shares.

(c) The
frequency and amount of cash dividends declared on the Company's common shares for the two most recent fiscal years is set forth in the table above.

The
following factors, among others, will affect the future availability of funds for distribution: (i) scheduled increases in base rents under existing leases,
(ii) changes in minimum base rents attributable to replacement of existing leases with new or replacement leases (iii) proceeds from the disposition of Company properties,
(iv) occupancy of current properties, (v) restrictions under certain covenants of the Company's unsecured credit facility led by Bank One, as Lead Arranger and Administrative Agent and
(vi) terms of future debt agreements.

Item 6. Selected Financial Data

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

As
discussed in Note 3 to the consolidated financial statements, on January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." FAS No. 144 retains the basic provisions of Opinion 30 for the presentation of discontinued
operations in the income statement but
broadens that presentation to include a component of an entity (rather than a segment of a business). A component of an entity comprises operations and cash flows that can be clearly distinguished,
operationally and for financial reporting purposes, from the rest of the entity. For purposes of applying FAS No. 144, the Company considers each operating property to be a component unit.
Accordingly, operations of such properties sold or classified as held for sale after December 31, 2001 will be shown as discontinued operations. In addition, operations for such properties for
all prior periods presented will be required to be reclassified to discontinued operations.

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

18

---

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

|                                                                                            |                                                                              | Year Ended December 31,                  |        
|------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ---------------------------------------- | -------
|
|Operating Data:                                                                             |                                                                              |                                          |        
|                                                                                            | Revenues                                                                     |                                          | $      
|Expenses:                                                                                   |                                                                              |                                          |        
|                                                                                            | Operating expenses (1)                                                       |                                          |        
|                                                                                            | Depreciation and other amortization                                          |                                          |        
|                                                                                            | General and administrative                                                   |                                          |        
|                                                                                            | Interest expense:                                                            |                                          |        
|                                                                                            |                                                                              | Interest incurred, net                   |        
|                                                                                            |                                                                              | Amortization of deferred financing costs |        
|                                                                                            | Impairment of asset (2)(3)                                                   |                                          |        
|                                                                                            |                                                                              |                                          |        
|Operating income                                                                            |                                                                              |                                          | 30,195 
|                                                                                            | Gain on real estate                                                          |                                          |        
|                                                                                            |                                                                              |                                          |        
|Income from continuing operations before income taxes and equity in net income of affiliate |                                                                              |                                          | 44,460 
|                                                                                            | Provision for income taxes                                                   |                                          |        
|                                                                                            | Equity in net income of affiliate                                            |                                          |        
|                                                                                            |                                                                              |                                          |        
|Income from continuing operations                                                           |                                                                              |                                          | 43,230 
|Discontinued operations                                                                     |                                                                              |                                          |        
|                                                                                            | Gain or (loss) on sale of real estate                                        |                                          |        
|                                                                                            | Income (loss) from operations of sold properties                             |                                          |        
|                                                                                            |                                                                              |                                          |        
|Income before extraordinary item                                                            |                                                                              |                                          | 75,392 
|                                                                                            | Extraordinary item                                                           |                                          |        
|                                                                                            |                                                                              |                                          |        
|Net income                                                                                  |                                                                              |                                          | 75,392 
|Preferred dividends                                                                         |                                                                              |                                          | (10,090
|                                                                                            |                                                                              |                                          |        
|Net income available to common shareholders                                                 |                                                                              | $                                        | 65,302 
|Per share income from continuing operations available to common shareholders:               |                                                                              |                                          |        
|                                                                                            | Basic                                                                        |                                          | $      
|                                                                                            | Diluted                                                                      |                                          |        
|Per share net income available to common shareholders before extraordinary item:            |                                                                              |                                          |        
|                                                                                            | Basic                                                                        |                                          |        
|                                                                                            | Diluted                                                                      |                                          |        
|Per share net income available to common shareholders:                                      |                                                                              |                                          |        
|                                                                                            | Basic                                                                        |                                          |        
|                                                                                            | Diluted                                                                      |                                          |        
|Balance Sheet Data (End of Period):                                                         |                                                                              |                                          |        
|                                                                                            | Investment in real estate (before accumulated depreciation and amortization) |                                          | $      
|                                                                                            | Real estate held for sale, net of depreciation                               |                                          |        
|                                                                                            | Net investment in real estate                                                |                                          |        
|                                                                                            | Total assets                                                                 |                                          |        
|                                                                                            | Total debt                                                                   |                                          |        
|                                                                                            | Shareholders' equity                                                         |                                          |        

19

---

SELECTED FINANCIAL DATA, CONTINUED

|                                                       |                           | Year Ended December 31, |              
|------------------------------------------------------ | ------------------------- | ----------------------- | -------------
|
|Other Data:                                            |                           |                         |              
|                                                       | Funds from Operations (4) |                         | $            
|                                                       | EBITDA (5)                |                         |              
|                                                       | Net cash flow:            |                         |              
|                                                       |                           | Operating activities    |              
|                                                       |                           | Investing activities    |              
|                                                       |                           | Financing activities    |              
|                                                       |                           |                         | Distributions
|Return of capital portion of distribution              |                           |                         | 52,876       
|Number of properties included in operating results (6) |                           |                         | 190          

---

RECONCILIATION OF NET INCOME AVAILABLE TO COMMON SHAREHOLDERS TO FFO

|                                                               |                             | 2002 |        | 2001   |   | 2000   |        | 1999 |        | 1998   |  
|-------------------------------------------------------------- | --------------------------- | ---- | ------ | ------ | - | ------ | ------ | ---- | ------ | ------ | -
|Net income available to common shareholders                    |                             | $    | 65,302 |        | $ | 17,907 |        | $    | 44,581 |        | $
|Extraordinary item                                             |                             |      |       |        |   | 1,616  |        |      |       |        |  
|Depreciation and amortization, net of tax:                     |                             |      |        |        |   |        |        |      |        |        |  
|                                                               | Continuing operations       |      |        | 32,663 |   |        | 33,263 |      |        | 31,764 |  
|                                                               | Discontinued operations     |      |        | 1,172  |   |        | 1,723  |      |        | 1,190  |  
|                                                               | Unconsolidated subsidiaries |      |        | 301    |   |        | 391    |      |        | 1,041  |  
|Amortization of deferred financing costs, debentures           |                             |      |       |        |   |       |        |      |       |        |  
|Convertible subordinated debenture interest                    |                             |      |       |        |   |       |        |      |       |        |  
|Accumulated depreciation of sold industrial assets, net of tax |                             |      | (5,647 | )      |   | (6,877 | )      |      | (8,218 | )      |  
|Accumulated depreciation on impaired assets held for sale      |                             |      |       |        |   | (2,006 | )      |      |       |        |  
|Convertible preferred dividend                                 |                             |      | 3,730  |        |   | 3,730  |        |      | 3,745  |        |  
|Gain on sale of non-industrial properties                      |                             |      |       |        |   | (2,070 | )      |      |       |        |  
|                                                               |                             |      |        |        |   |        |        |      |        |        |  
|Funds from operations                                          |                             | $    | 97,521 |        | $ | 47,677 |        | $    | 74,103 |        | $
|                                                               |                             |      |        |        |   |        |        |      |        |        |  

20

---



RECONCILIATION OF NET INCOME AVAILABLE TO COMMON SHAREHOLDERS TO EBITDA

|                                                           |  | 2002 |         | 2001 |   | 2000   |  | 1999 |         | 1998
|---------------------------------------------------------- |  | ---- | ------- | ---- | - | ------ |  | ---- | ------- | ----
|Net income available to common shareholders                |  | $    | 65,302  |      | $ | 17,907 |  | $    | 44,581  |     
|Preferred dividends                                        |  |      | 10,090  |      |   | 10,090 |  |      | 10,105  |     
|Interest incurred, net                                     |  |      | 28,752  |      |   | 30,778 |  |      | 30,976  |     
|Interest incurred, net from discontinued operations        |  |      | 1,123   |      |   |       |  |      |        |     
|Amortization of deferred financing costs                   |  |      | 2,918   |      |   | 2,376  |  |      | 2,155   |     
|Extraordinary item, early extinguishment of debt           |  |      |        |      |   | 1,616  |  |      |        |     
|Provision for income tax expense                           |  |      | 3,223   |      |   | 1,136  |  |      |        |     
|Provision for income tax expense from disc operations      |  |      | 26      |      |   | 3      |  |      |        |     
|Depreciation and amortization                              |  |      | 33,623  |      |   | 33,667 |  |      | 31,764  |     
|Depreciation and amortization from discontinued
operations |  |      | 1,172   |      |   | 1,723  |  |      | 1,190   |     
|                                                           |  |      |         |      |   |        |  |      |         |     
|EBITDA                                                     |  | $    | 146,229 |      | $ | 99,296 |  | $    | 120,771 |     
|                                                           |  |      |         |      |   |        |  |      |         |     

|                                                               |  | 2002 |   | 2001 |   | 2000 |   | 1999 |   | 1998 |  
|-------------------------------------------------------------- |  | ---- | - | ---- | - | ---- | - | ---- | - | ---- | -
|Number of properties in operating results, beginning of period |  | 178  |   | 167  |   | 182  |   | 127  |   | 101  |  
|Properties acquired                                            |  | 28   |   | 14   |   | 20   |   | 61   |   | 30   |  
|Developments completed                                         |  | 3    |   | 5    |   | 2    |   | 3    |   | 2    |  
|Consolidation of CRS                                           |  |     |   | 10   |   |     |   |     |   |     |  
|Property dispositions                                          |  | (19  | ) | (18  | ) | (37  | ) | (9   | ) | (6   | )
|                                                               |  |      |   |      |   |      |   |      |   |      |  
|Number of properties in operating results, end of period       |  | 190  |   | 178  |   | 167  |   | 182  |   | 127  |  
|                                                               |  |      |   |      |   |      |   |      |   |      |  

21

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

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

CenterPoint "Value-Added" Strategy

CenterPoint is focused on maximizing total shareholder returns through customer-driven management, investment, development, and redevelopment of warehouse,
distribution, light manufacturing, intermodal parks and air freight buildings. The Company seeks to entrepreneurially serve the changing space needs of new and existing customers. These "value-added"
activities, the Company believes, contributes to better investment returns, cash flow, and cash flows growth, which increase the value of the Company's franchise and permit growing distributions. A
cornerstone of this Company's "value-added" strategy is the consistent redeployment of its capital for uses that offer the highest potential returns and growth. The Company seeks to fund new high
yield investment with disposition proceeds from the sale of stabilized assets, or those offering lower potential returns relative to their market value. Each year the Company expects to sell 10% to
20% of its assets which, together with retained cash flow, offset a majority of its capital requirements. CenterPoint believes its capital "recycling" discipline improves shareholder value by
increasing the return on invested capital, accelerated return growth, and by lowering its cost of capital through increased funding flexibility.

The
Company's results include gains resulting from its disposition activity. The contribution of gains to earnings is a function of the investment profits created by the Company's
"recycling" activities and the rate at which assets are sold, which is dependent on the available volume of new investment. The Company believes its business model is captured in its own definition of
funds from operations (FFO), which is a National Association of Real Estate Investment Trusts ("NAREIT") sponsored industry metric for earnings. NAREIT defines FFO (April, 2002 White Paper) as net
income excluding gains (or losses) from sales of property, plus depreciation and amortization. NAREIT adds, "management of each of its member companies has the responsibility and authority to publish
financial information that it regards as useful to the financial community." Accordingly, CenterPoint calculates FFO, inclusive of fee income and industrial property sales (net of accumulated
depreciation) of the Company and its unconsolidated affiliates. The Company believes that FFO inclusive of cash gains better reflects recurring funds because the disposition of stabilized properties,
and the recycling of capital and
profits to new "value added" investments, is fundamental to the Company's business strategy. FFO 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.

In
2002, the Company acquired 28 properties, acquired 650 acres of unimproved land, and completed the development of three properties, including the 621 acre Burlington Northern Santa Fe
("BNSF") land lease. To fund these new "value-added" investments, as well as construction in progress and the Company's investment in affiliates, aggregating $195.5 million, the Company
"recycled" $163.2 million in proceeds from the sale of 19 properties and six land parcels, and the Company generated $34.1 million in proceeds from the sale of a 37.5% interest in the
BNSF leased land. The total net increase in the Company's owned warehouse/industrial properties was 1.1 million square feet of buildings or 3.6%.

The
Company carefully monitors its investment, disposition and other operating activity to ensure its continuing qualification as a REIT under applicable laws. Intended short term
property

22

---

investments, and other activities whose sale may have an adverse impact on the Company's REIT status are undertaken by the Company's taxable REIT subsidiary, CenterPoint Realty Services, Inc.
("CRS") or other taxable affiliates of the Company.

CenterPoint's Development Pipeline

The historical results of the Company reflect the Company's "value-added" property development and redevelopment activities. These projects require the incurrence
of substantial capital costs and related expenses in advance of rental income. As of December 31, 2002, the Company and its subsidiaries had $111.9 million of development costs invested
in projects, including 869 acres for future development at the CenterPoint Intermodal Center, two buildings totaling 533,180 square feet and other projects in early stages of development. At the end
of 2002, the Company or its affiliates hold $73.3 million of tax increment financing ("TIF") developer notes relating to these projects, of which $63.8 million is reserved against due to
the uncertainty over collection of the underlying taxes. These notes, with tax expempt interest rates ranging from 9% to 10% are expected to be reimbursed from new real estate tax revenues resulting
from project completion. Also, as of the end of the year, the Company or its affiliates had incurred an additional $36.2 million of costs expected to be reimbursed through the issuance of
additional TIF notes.

CenterPoint Venture

The Company owns 25% of CenterPoint Venture LLC ("CenterPoint Venture" or the "Venture"), a partnership with CalEAST (a joint venture between CalPERS and LaSalle
Investment Management), which was formed to position, package and sell stabilized industrial property investment opportunities routinely passed over by the Company due to its more "value-added" focus.
The Company provides property management and administrative services for the Venture, and also earns fees on the acquisitions and dispositions completed by the Venture. During 2002, the Venture
acquired five properties totaling $17.9 million and initiated the development of one warehouse/industrial property. The Venture also disposed of three properties totaling $20.5 million.
As of December 31, 2002, CenterPoint Venture owned 14 warehouse/industrial properties and had one development under construction, totaling 2.6 million square feet, which were 78.1%
leased.

Chicago Manufacturing Campus

At December 31, 2002, Chicago Manufacturing Campus, LLC ("CMC") (a development joint venture between CenterPoint and Ford Motor Land Development
Corporation ("Ford Land")) had four buildings under construction totaling 1.6 million square feet, all 100% leased. This supplier park adjacent to the Ford Chicago plant is owned 51% by
CenterPoint and 49% by Ford Land, but Ford Land has the option to require CenterPoint to invest as much as 59% of costs. The Company earns development fees for construction related activities. The
buildings are leased to Ford suppliers and construction is expected to be completed in the third quarter of 2003. The CMC venture benefits from TIF and other governmental assistance.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with GAAP, which requires the Company to make certain estimates and assumptions. A summary of the
Company's significant accounting policies is provided in Note 3 to the consolidated financial statements. The following section is a summary of certain aspects of those accounting policies that
require management estimates and judgment.



23

---





24

---



Results of Operations

Adoption of FAS No. 144

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

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

Revenues

Total
revenues increased $4.3 million or 2.8% over the same period last year due to increased fee income from development activities earned in 2002, offsetting a decrease in
rental revenues and other investment income attributable to an increase in portfolio vacancy due to weaker market conditions.

In
the twelve months of 2002, 92.2% of total revenues of the Company were derived primarily from minimum rents, straight-line rents, expense reimbursements and mortgage
income (operating and investment revenue), pursuant to the terms of tenant leases and mortgages for occupied space at the warehouse/industrial properties. In 2001, operating and investment revenue as
a percentage of total revenues was 98.3%. Operating and investment revenues decreased $5.3 million due to increased vacancies and reduced rental increases attributable to weak economic
conditions. Due to the soft market, the Company's occupancy rate on in-service properties dropped to 91.3%, compared to 92.5% a year ago. Also, the Company leased approximately
4.7 million square feet of expiring and vacant space at an average rental rate increase of 4.2% on a GAAP basis, but a decrease of 2.2% on a cash basis.

25

---

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

Operating
and Nonoperating Expenses

Real
estate tax expense and property operating and leasing (POL) expense, combined, increased by $2.3 million from year to year. The following is a breakdown of the composition of
the Company's property operating and leasing costs.

Twelve Months
Ended December 31,2002

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

$
11,448

$
12,511Property management includes property management and portfolio construction costs


4,705


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


7,984


4,877Total property operating and leasing

$
24,137

$
21,585


POL
costs include operating costs for property management, investment and dispositions, accounting and information systems personnel, consistent with the Company's active portfolio
management and investment focus. Property operating and leasing costs increased mainly due to the early vesting of Company stock grants and the resulting recognition of nearly $1.4 million in
expense. POL costs, as a percentage of total revenues adjusted for cash gains, remained nearly constant at 12.3% and 12.2% for 2002 and 2001, respectively. In connection with development projects and
non-operating property acquisitions, the Company capitalized expenses of $1.7 million and $1.4 million in 2002 and 2001, respectively that would normally be included in POL
costs.

General
and administrative expenses increased by $1.5 million due to the early vesting of management stock grants and the corresponding recognition of $0.3 million in
expense and
increased legal and corporate compliance costs. These legal costs are attributable to the collection efforts related to the Company's claim in the HALO and other bankruptcies and the Company's
evaluation and compliance with new laws and regulations governing public companies. Expenses associated with corporate administration, finance and investor relations are included in the Company's
general and administrative expense. As a percentage of total revenues adjusted for cash gains, general and administrative expenses increased from 3.1% to 3.6% when comparing 2001 and 2002. Without the
charges resulting from early stock vesting, general and administrative expense would have been 3.3% of revenues in 2002.

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

Interest
incurred decreased by $2.0 million over the same period last year due to lower interest rates and fewer debt balances in 2002 when compared to 2001 attributable to
reduced development activities. In connection with development projects under construction, the Company capitalized $8.4 million and $7.4 million of interest in 2002 and 2001,
respectively.

26

---

Amortization
of deferred financing costs increased slightly when comparing periods due mainly to the amortization of costs associated with new debt issued in 2002.

In
2002, the Company recorded an impairment expense for a 64 acre land parcel located in a retail and commercial district of Naperville, Illinois which went under contract for sale.
Since the carrying value of this land was greater than the expected net sales proceeds, the Company recorded a $1.2 million impairment of this asset. The decline in value is attributable to
weakening market conditions for retail land, the expected use for the land. In 2001, CenterPoint had a 267,344 square foot office property held for sale. When the Company announced its intention to
sell the property, the Company recognized a $38.0 million impairment of this asset based on management's estimate of the fair value of the asset less costs to dispose.

Due
to the implementation of FAS 144, discussed previously, the nature of the income statement category for gains on the sale of real estate has changed in 2002. For 2001, this
category includes all property sale gains and losses. Starting in 2002, this category includes only gains and losses on the sale of properties that never had operations or identifiable cash flows and
assets held for sale prior to 2002. For 2002, this category decreased by $17.7 million compared to 2001 because 2002 includes the gain associated with the sale of one property held for sale at
the end of 2001 and two completed developments compared to the 18 operating properties and three land parcels sold in the 2001. Further gains in 2002 are included in discontinued operations as
discussed below.

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

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

As
mentioned above, discontinued operations includes both the gain or loss from the sale of operating properties and the income or loss from operations of those properties in accordance
with FAS No. 144. This standard was adopted as of January 1, 2002. All gains on the sale of 18 operating properties completed in 2002 are categorized here (with the exception of
properties held for sale as of December 31, 2001). Also, the 2002 and 2001 net income from these properties sold in 2002 is categorized here.

In
2001, an extraordinary item was recorded for the early extinguishment of debt associated with the sale of the Company's residential property, Lake Shore Dunes Apartments. The
$21.3 million mortgage note payable that was collateralized by the property was assumed by the new owner and the unamortized financing costs were written off.

Net
Income and Other Measures of Operations

Net
income increased $47.4 million or 169.3% mainly due to the large impairment of real estate held for sale in 2001. Before this charge, net income increased $9.4 million
or 14.2% due to the growth of the Company through the net acquisition of warehouse/industrial real estate and increased gains on the sale of real estate.

FFO
increased 104.4% from $47.7 million to $97.5 million, due mainly to the impairment of real estate recorded by the Company in 2001. FFO, exclusive of gains and losses,
net of accumulated depreciation from disposition activities ($23.2 million for 2001 and $38.8 million for 2002), increased 139.6% from $24.5 million to $58.7 million when
comparing periods. FFO does not represent cash flow from operations as defined by GAAP, should not be considered by the reader as an alternative to

27

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net income as an indicator of the Company's operating performance or to cash flows as a measure of liquidity, and is not indicative of cash available to fund all cash flow needs.

Exclusive
of the impairment of real estate, net of accumulated depreciation, and the Company's fourth quarter 2001 additions to bad debt and other reserves, totaling
$41.5 million, the Company's 2001 FFO was $89.2 million. Compared to this adjusted 2001 figure, 2002's FFO increased 9.3%.

On
a cash basis, when comparing the 2001 results of operations of properties owned January 1, 2001 with the results of operations of the same properties for 2002 (the "same
property" portfolio), the Company recognized a decrease of 0.6% in net operating income. This decrease was largely due to a decline in occupancy and weakening market conditions in the same property
portfolio. However, the Company does not emphasize this measure of operations because continuing significant disposition activity, typically of leased assets, may distort the calculation. The Company
does not rely on future unrealized rental growth to add value for our shareholders. Rather, the Company focuses on adding value and recycling capital to increase earnings.

The
Company assesses its operating results, in part, by comparing the Net Revenue Margin between periods. Net Revenue Margin is calculated for the "in service" portfolio by dividing net
revenue (total operating and investment revenue less real estate taxes and property operating and leasing expense) by adjusted operating and investment revenue (operating and investment revenue less
expense reimbursements, adjusted for leases containing expense stops). This margin indicates the percentage of revenue actually retained by the Company or, alternatively, the amount of property
related expenses not recovered by tenant reimbursements. The margin for 2002 was 83.7% compared with 87.2% for 2001, decreasing due to higher vacancy caused by weak market conditions and higher
administrative costs. (As presented in Exhibit 12)

The
Company also measures its operating performance with its EBITDA margin, adjusted for depreciation on sold properties and its NOI margin. The adjusted EBITDA margin is calculated as
EBITDA less depreciation on sold properties divided by total revenues, adjusted for gains on property sales, less depreciation on sold properties. This margin tracks the Company's proportion of
adjusted total revenues that translate into operating net earnings before financing costs. The adjusted EBITDA margin for 2002 was 86.6% compared to 57.7% for 2001. 2002's ratio was high compared to
the Company's historical averages because of the net earnings growth of the Company due in part to the Company's capital recycling program with relatively little growth in expenses. The 2001 ratio was
negatively affected by the $38.0 million impairment recorded in 2001 mentioned above. (As presented in Exhibit 12)

The
NOI margin is calculated as operating and investment revenues, less real estate taxes and POL divided by total operating and investment revenues. This margin, similar to the Net
Revenue Margin, measures the percentage of property revenues retained by the Company. The NOI margin for 2002 was 64.4% compared to 66.2% for 2001, decreasing slightly due to higher vacancy and higher
property operating and leasing costs caused by the early vesting of stock grants. (As presented in Exhibit 12)

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

Effective January 1, 2001, the Company acquired 100% of the common stock of CRS at book value. In connection with the acquisition, the CRS preferred stock
owned by the Company was cancelled. For the year ending December 31, 2001 and thereafter, the operations of CRS, which is engaged in activities not sanctioned by the REIT, are consolidated with
the Company. Also, in January 2001, CRS elected to be treated as a taxable REIT subsidiary, as permitted by the Tax Relief Extension Act of 1999.

28

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Also,
with the adoption of FAS No. 144 in 2002, operations from sold properties and properties classified as held for sale after January 1, 2002 are presented as
discontinued operations, net of tax for all periods presented. Therefore, certain items have been reclassified for prior years, 2001 and 2000, with no effect on net income.

Revenues

Total
revenues decreased $0.3 million or 0.2% when comparing 2001 to 2000. Revenue growth was negatively affected by increased vacancies in 2001. Also, the Company's revenue
growth was affected by the consolidation of CRS. In 2000, the Company earned certain fees from dispositions completed in CRS that are reflected in real estate fee income and equity in affiliate.
Similar fees are consolidated in 2001 and reflected in gains on the sale of real estate.

In
the twelve months of 2001, 98.3% of total revenues of the Company were derived primarily from minimum rents, straight-line rents, expense reimbursements and mortgage
income (operating and investment revenue), pursuant to the terms of tenant leases and mortgages for occupied space at the warehouse/industrial properties. Operating and investment revenues increased
by $3.7 million in 2001 over the prior year due to the consolidation of CRS properties. Operating and investment revenues remained nearly constant before the effect of the CRS consolidation due
to the Company's capital recycling program.

Real
estate fee income decreased $4.0 million mainly due to the consolidation of CRS and the corresponding elimination of participation interest which was recorded as fee income
in 2000, but classified as gains on sale of real estate in 2001. Also, in 2001 the Company structured more of its real estate transactions as gains on sale of real estate rather than real estate fee
income in tune with the Company's capital recycling strategy. Gains are included as a separate item in the statement of operations.

Operating
and Nonoperating Expenses

Real
estate tax expense and property operating and leasing (POL) expense, combined, increased by $0.1 million from year to year. The POL increase was offset by lower real estate
taxes due to the disposition of certain highly taxed properties in late 2000 and early 2001. The following is a breakdown of the composition of the Company's property operating and leasing costs.

Twelve Months
Ended December 31,2001

2000Property operating includes property repairs & maintenance, utilities, and other property, bad debt and tenant related costs

$
12,511

$
11,906Property management includes property management and portfolio construction costs


4,197


3,724Asset management includes the cost of property management executives, accounting, acquisitions, dispositions, development and management information systems


4,877


4,529Total property operating and leasing

$
21,585

$
20,159


29

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Property operating and leasing costs, as a percentage of total revenues, increased from 13.2% to 14.2% when comparing 2000 to 2001 due in part to the consolidation of CRS. Property
operating and leasing costs incurred on CRS in 2000 were $1.1 million. If the 2000 results of operations included the CRS activity, property operating costs as a percentage of total revenues
would have been 13.9% for 2000, more comparable to 2001. In connection with development projects and non-operating property acquisitions, the Company capitalized $1.4 million and
$1.2 million in 2001 and 2000, respectively. Those would normally be included in property operating and leasing costs.

General
and administrative expenses increased by $0.8 million, due primarily to the consolidation of CRS. As a percentage of total revenues, general and administrative expenses
increased from 3.2% to 3.7% when comparing 2000 to 2001 because of the addition of CRS's administrative costs which were greater as a percentage of CRS's revenues compared to CenterPoint.

Depreciation
and amortization increased by $1.9 million due to a full period of depreciation on 2000 acquisitions and a partial period of depreciation on 2001 acquisitions, which
were only partially offset by 2001 dispositions.

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

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

At
December 31, 2001, the Company had a 267,344 square foot office property held for sale. This property was the former headquarters of HALO Industries, Inc. ("HALO") and
is located at 5800 Touhy Avenue in Niles, Illinois. The bankruptcy of HALO caused a reduction in the property value
and on December 12, 2001 the Company announced its intention to sell the property. Accordingly, the Company recognized a $38.0 million impairment of this asset based on management's
estimate of the fair value of the asset less costs to dispose in accordance with FAS 121. Prior to the Company's decision to sell the property, the Company estimated that future undiscounted
cash flows were sufficient to recover the carrying value of the building.

As
mentioned before, due to the implementation of FAS No. 144, discontinued operations includes the income or loss from operations of properties sold after December 31,
2001 that were not held for sale as of that period end. This standard was adopted as of January 1, 2002 and applied for all periods presented. The 2001 and 2000 net income from properties sold
in 2002 is categorized in discontinued operations.

In
2001, an extraordinary item was recorded for the early extinguishment of debt associated with the sale of the Company's residential property, Lake Shore Dunes apartments. The
$21.3 million mortgage note payable that was collateralized by the property was assumed by the new owner and the unamortized financing costs were written off.

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

30

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Net
Income and Other Measures of Operations

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

FFO
decreased 35.6% from $74.1 million to $47.7 million, due mainly to the HALO property impairment, mentioned above. FFO exclusive of gains and losses from disposition
activities decreased 61.0% from $63.1 million to $24.5 million when comparing periods.

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

The
Company recognized a same-property increase of approximately 1.0% in net operating income. This low growth was largely due to a 5.1% decline in occupancy in the same
store portfolio. However, the Company does not emphasize this measure of operations because continuing significant disposition activity, typically of leased assets, may distort the calculation. The
Company does not rely on future unrealized rental growth to add value for our shareholders. Rather, the Company focuses on adding value and recycling capital to increase earnings.

The
net revenue margin for 2001 was 87.2% compared with 87.5% for 2000, decreasing slightly due to the $1.4 million increase in property operating and leasing costs in 2001 with
the consolidation of CRS. (As presented in Exhibit 12)

The
adjusted EBITDA margin for 2001 was 57.7% compared to 73.7% for 2000 due to the $38.0 million impairment recorded in 2001 related to the impairment recorded on the HALO
property that was held for sale as of December 31, 2002. (As presented in Exhibit 12)

The
NOI margin for 2001 was 66.2% compared to 65.4% for 2000, decreasing slightly due to the increase in POL with the consolidation of CRS mentioned above. (As presented in
Exhibit 12)

Related
Party Transactions in 2002

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

Fifteen
of the 28 properties acquired in 2002 were purchased for approximately $44.5 million from CalEast Industrial Investors, LLC, with which CenterPoint is involved in a joint
venture, CenterPoint Venture LLC.

The
Company earned fees from the Venture totaling $0.5 million and $0.8 million for acquisitions, administrative services and for property management services for the years
ended December 31, 2002 and 2001, respectively. At December 31, 2002 and 2001, the Company had $0.1 million and $0.2 million, respectively, receivable for these fees.

Related
Party Transactions in 2001

During
2001, the Company sold land to the CenterPoint Venture for a total sale price of $3.7 million. The total gain on the sale was $200 thousand, of which
$41 thousand was deferred due to the Company's 25% ownership.

During
2001, the Company purchased a property from the CenterPoint Venture for a purchase price of $2.9 million. The Venture's gain on this sale was $0.2 million. The
Company eliminated its pro

31

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

Liquidity and Capital Resources

Operating
Cash Flow and Capital Recycling

Cash
flow generated from Company operations has historically been utilized for working capital purposes and distributions, while proceeds from asset dispositions, supplemented by
retained cash flows, and from unsecured financings and periodic capital raises, have been used to fund acquisitions and other capital costs. Cash flow from operations during 2002 was
$59.0 million, which was lower than the $63.2 million in distributions. Operating cash flows were not sufficient to fund 2002 distributions due to the high concentration of gains in net
income during 2002, which are deducted from operating cash flows. The Company expects future operating cash flow and capital recycling activities to be sufficient to fund distributions and a
significant portion of future investment activities. Turnover, or the annual volume of such sales, is driven by the volume of available higher yielding new investments. Management believes the
systematic redeployment of capital from lower into better yielding assets not only offsets the requirement for external capital, providing improved funding flexibility, but enhances cash flow and cash
flow growth, increasing shareholder value.

In
2002, the Company's investment activities included acquisitions of $110.1 million, advances for construction in progress of $73.1 million, and improvements and additions
to properties of $12.6 million. These activities were funded with dispositions of real estate of $163.2 million, advances on the Company's lines of credit and a portion of the Company's
retained capital.

Equity
and Share Activity

During
2002, the Company paid distributions on common shares of $53.1 million or $2.31 per share. Also, in 2002, the Company paid dividends on Series A Preferred Shares of
$6.4 million or $2.12 per share and $3.7 million for dividends on Series B Convertible Preferred Shares or $3.75 per share. The following factors, among others, will affect the
future availability of funds for distribution: (i) scheduled increases in base rents under existing leases, (ii) changes in minimum base rents attributable to replacement of existing
leases with new or replacement leases (iii) restrictions under certain covenants of the Company's unsecured line of credit and (iv) terms of future debt agreements.

Debt
Capacity

The
Company seeks to maintain capacity substantially in excess of anticipated requirements, considering all available funding sources. At December 31, 2002, the Company's debt
constituted approximately 32.2% of its fully diluted total market capitalization. Also, the Company's earnings before interest, taxes, depreciation and amortization, ("EBITDA") to debt service
coverage ratio increased from the prior year to 4.9 to 1, and the Company's EBITDA to fixed charge coverage ratio was 3.7 to 1 due to preferred dividends. The Company's common equity market
capitalization was approximately $1.3 billion, and its fully diluted total market capitalization was approximately $2.2 billion.

Standard
and Poors, Fitch and Moody's Investors Service's have assigned investment grade ratings to the Company's senior unsecured debt and preferred stock issued under the Company's
shelf registration statement.

Liquidity

The
Company believes it has strong liquidity and capital resources available to meet its current needs. The Company has a $350.0 million unsecured credit facility with a
termination date of October, 2003 and interest rate of LIBOR plus 100 basis points. The unsecured facility is led by Bank One, Lead

32

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Arranger and Administrative Agent. Other banks participating in the facility are Bank of America, N.A., Syndication Agent; First Union National Bank, Documentation Agent; U.S. Bank National
Association, Managing Agent; Commerzbank AG, Managing Agent; AmSouth Bank, Managing Agent; LaSalle National Bank; Citizens Bank; South Trust Bank; Firstar Bank; ErsteBank; The Northern Trust Company;
Comerica Bank; and Key Bank. As of March 12, 2003, the Company had outstanding borrowings of $264.0 million under the Company's unsecured line of credit (approximately 11.1% of the
Company's fully diluted total market capitalization), and the Company had remaining availability of $86.0 million under its unsecured line of credit.

In
addition to its line of credit, the Company supplements internally generated funds, from disposition activities and retained cash flow, with proceeds from long term financings. The
following are transactions concluded in 2002 that contribute to the Company's liquidity:



Risks,
Uncertainties and Capital Opportunities

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

33

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Revenue Code, will be met by recurring operating and investment revenue and other real estate income.

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



Long-term
(greater than one year) capital needs for property acquisitions, scheduled debt maturities, major redevelopment projects, expansions, and construction of
build-to-suit properties will be supported, initially by diposition proceeds, supplemented by draws on the Company's unsecured line of credit, followed by the issuance of
long-term unsecured indebtedness and if necessary equity issuance. Finally, proceeds from developer notes backed by TIF arrangements will also be used to fund future development costs. As
of December 31, 2002 $8.5 million, representing principal, has been recognized as a reduction to the basis (for principal of the notes) in the Chicago International Produce Market
("CIPM") project and $0.9 million has been recorded as interest income. The remaining developer notes relate to CenterPoint Intermodal Center and have not been reflected in the financial
statements due to uncertainties related to collection.

During
2003 the Company is actively pursuing capital strategies that include monetization of all or a portion of its TIF backed developer notes held in conjunction with CenterPoint
Intermodal Center. In the future the Company expects to be reimbursed through developer notes backed by tax increment financing arrangements for up to $125 million in construction costs
incurred related to developing CenterPoint Intermodal Center.

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



34

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Inflation

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

Recent
Pronouncements

On
April 30, 2002, the FASB issued Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections" ("FAS 145"). FAS No. 145 rescinds both Statement of Financial Accounting Standards No. 4, "Reporting Gains and Losses from Extinguishment
of Debt" ("FAS No. 4"), and the amendment to FAS No. 4, Statement of Financial Accounting Standards No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements". FAS 145 eliminates the requirement that gains and losses from the extinguishment of debt be aggregated and, if material, classified as an extraordinary item, net of the related
income tax effect, unless the criteria in Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions" are met. FAS 145 is effective for transactions occurring subsequent to May 15, 2002. The Company does not
expect FAS No. 145 to have any impact on the Company beyond classification of costs related to early extinguishments of debt, which were previously shown as extraordinary items.

On
December 31, 2002, the FASB issued, and the Company adopted, Financial Accounting Standards No. 148, "Accounting for Stock-Based CompensationTransition and
Disclosurean amendment of FASB Statement No. 123" ("FAS 148"). This Statement amends FASB Statement No. 123, "Accounting for Stock-Based
Compensation",to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method used on reported results. The transition and annual disclosure provisions of FAS 148 are effective for fiscal years
ending after December 15, 2002. The new interim disclosure provisions are effective for the first interim period beginning after December 15, 2002.

On
November 26, 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Othersan interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34" ("FIN 45"). This Interpretation elaborates on the
disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required
to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The disclosure requirements of FIN 45 are effective for fiscal
years ending after December 15, 2002, and require disclosure of the nature of the guarantee, the maximum potential amount of future payments that the guarantor could be required to make under
the guarantee, and the current amount of the liability, if any, for the guarantor's obligations under the guarantee. The recognition requirements of FIN 45 are to be applied prospectively to
guarantees issued or modified after December 31, 2002. The Company does
not expect the requirements of FIN 45 to have a material impact on results of operations, financial position or liquidity.

35

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On
January 17, 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entitiesan interpretation of ARB No. 51" ("FIN
46"). This Interpretation addresses consolidation by business enterprises of special purposes entities ("SPE's") to which the usual condition for consolidation described in Accounting Research
Bulletin No. 51 does not apply because the SPE's have no voting interests or otherwise are not subject to control through ownership of voting interests. For Variable Interest Entities created
before February 1, 2003, the provisions of this interpretation are effective no later than the beginning of the first interim or annual reporting period that starts after June 15, 2003.
For Variable Interest Entities created after January 31, 2003, the provisions of this interpretation are effective immediately. The Company does not expect the requirements of FIN 46 to have a
material impact on results of operations, financial position or liquidity.

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 and the effects of the state of the economy on tenants and potential tenants), 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 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.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

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

At
December 31, 2002, $112.4 million or 16.2% of the Company's debt was variable rate debt (inclusive of tax exempt debt at a rate of 1.7% as of December 31, 2002)
and $580.3 million or 83.8% of the debt was fixed rate debt. Based on the amount of variable debt outstanding as of December 31, 2002, 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 $0.2 million per year. A similar change in interest
rates on the Company's fixed rate debt would not increase or decrease the future earnings of the Company during the term of the debt, but would affect the fair value of the debt. An increase in
interest rates would decrease the fair value 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

36

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may adversely affect the economic performance and value or our properties and the Company. These factors include, but are not limited to:



Item 8.    Financial Statements and Supplementary Data.

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

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

None.

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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 and Related Shareholder Matters

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.

Item 14. Controls and Procedures

As of March 11, 2003 (the "Evaluation Date"), John S. Gates, Jr., President and Chief Executive Officer of the Company, and Paul S. Fisher, Executive Vice
President, Chief Financial Officer and Secretary of the Company, evaluated the effectiveness of the disclosure controls and procedures of the Company and concluded that these disclosure controls and
procedures are effective to ensure that material information required to be included in this Report has been made known to them in a timely fashion. There were no significant changes in the Company's
internal controls or in other factors that could significantly affect these internal controls subsequent to the Evaluation Date, including any corrective action with regard to significant deficiencies
and material weaknesses.

38

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PART IV

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



|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                                      
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)1.1         |  | Distribution Agreement, dated as of August 20, 2002, by and among CenterPoint Properties Trust, Banc of America Securities LLC, Banc One Capital Markets, Inc., Goldman, Sachs & Co. and Lehman Brothers
Inc                                                                                                                                                     
|(b)3.1         |  | Declaration of Trust, as supplemented by Articles Supplementary                                                                                                                                                                                                                                                                                                  
|(b)3.2         |  | Bylaws, as amended                                                                                                                                                                                                                                                                                                                                               
|(c)4.1         |  | Registration Rights Agreement between the Company and LaSalle Advisors Limited Partnership                                                                                                                                                                                                                                                                       
|(d)4.2         |  | Rights Amendment dated as of July 30, 1998 between CenterPoint Properties Trust and First Chicago Trust Company of New York, as Rights Agent                                                                                                                                                                                                                     
|(e)4.3         |  | Form of Senior Securities Indenture                                                                                                                                                                                                                                                                                                                              
|(f)4.4         |  | Form of First Supplemental Indenture                                                                                                                                                                                                                                                                                                                             
|(g)4.5         |  | Form of Second Supplemental Indenture                                                                                                                                                                                                                                                                                                                            
|(a)4.6         |  | Third Supplemental Indenture, dated as of August 20, 2002, by and between CenterPoint Properties Trust and U.S. Bank Trust National Association                                                                                                                                                                                                                  
|(l)10.1        |  | Form of Employment and Severance Agreement between the Company and each of John S. Gates, Jr, Paul S. Fisher, Rockford O. Kottka, Paul T. Ahern and Mike M. Mullen                                                                                                                                                                                               
|(b)10.2        |  | CenterPoint Properties Amended and Restated 1993 Stock Option Plan, as amended                                                                                                                                                                                                                                                                                   
|(c)10.3        |  | 1995 Restricted Stock Incentive Plan                                                                                                                                                                                                                                                                                                                             
|(c)10.4        |  | 1995 Director Stock Plan                                                                                                                                                                                                                                                                                                                                         
|(h)10.5        |  | 2000 Omnibus Employee Retention and Incentive Plan                                                                                                                                                                                                                                                                                                               
|(h)10.6        |  | Limited Liability Company Agreement of CenterPoint Venture, L.L.C., dated as of December 29, 1999 by and between CenterPoint Realty Services Corporation and CalEast Industrial Investors, L.L.C. (Upon request by the
Commission, the Company agrees to furnish to the Commission, supplementary, any schedules or exhibits that are omitted from this document)
|(i)10.7        |  | Stock Grant Agreement between the Company and each of John S. Gates, Jr, Paul S. Fisher, Rockford O. Kottka, Paul T. Ahern and Michael M. Mullen                                                                                                                                                                                                                 

39

---

|(i)10.8  |  | Stock Option Agreement between the Company and each of John S. Gates, Jr, Paul S. Fisher, Rockford O. Kottka and Michael M. Mullen                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(j)10.9  |  | Stock Option Agreement between the Company and each of Nicholas Babson, Norman Bobins, Martin Barber, Alan D. Feld, Thomas E. Robinson and Robert Stovall                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(j)10.10 |  | Stock Grant Agreement between the Company and each of Nicholas Babson, Norman Bobins, Martin Barber, Alan D. Feld and Thomas E. Robinson                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.11    |  | Stock Option Agreement between the Company and John C. Staley                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.12    |  | Stock Grant Agreement between the Company and John C. Staley                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.13    |  | Amended and Restated Non-Competition Agreement between the Company and Robert Stovall, dated July 31, 1996, which was extended by unanimous board of trustee vote on May 11, 2000 thourgh May of 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(k)10.17 |  | Unsecured Revolving Credit Agreement dated as of August 23, 2000 among CenterPoint Properties Trust, as Borrower, Banc One Capital Markets, Inc., as Sole Lead Arranger/Book Manager, Bank One, NA, as
Administrative Agent and Lender, 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.
|12       |  | Margin Analysis                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|21       |  | Subsidiaries of the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|23       |  | Consent of Independent Accountants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

---

40

---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

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

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

|Signature             |  | Name and Title                                                                                                                                        |  | Date          
|--------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|                      |  |                                                                                                                                                       |  |               
|/s/MARTIN BARBER      |  | Martin Barber,
Chairman and Trustee                                                                                                                   |  | March 18, 2003
|/s/JOHN S. GATES, JR. |  | John S. Gates, Jr.,
Co-Chairman and Trustee, Chief Executive Officer (Principal Executive Officer)                                                    |  | March 18, 2003
|/s/ROBERT L. STOVALL  |  | Robert L. Stovall,
Vice Chairman and Trustee                                                                                                          |  | March 18, 2003
|/s/NICHOLAS C. BABSON |  | Nicholas C. Babson, Trustee                                                                                                                           |  | March 18, 2003
|/s/NORMAN BOBINS      |  | Norman Bobins, Trustee                                                                                                                                |  | March 18, 2003
|/s/ALAN D. FELD       |  | Alan D. Feld, Trustee                                                                                                                                 |  | March 18, 2003
|/s/PAUL S. FISHER     |  | Paul S. Fisher, Trustee,
Executive Vice-President and
Chief Financial Officer, President
of Subsidiaries (Principal
Financial and Accounting Officer) |  | March 18, 2003
|/s/MICHAEL M. MULLEN  |  | Michael M. Mullen, Trustee,
President and Chief Operating Officer                                                                                     |  | March 18, 2003
|/s/THOMAS E. ROBINSON |  | Thomas E. Robinson, Trustee                                                                                                                           |  | March 18, 2003
|/s/JOHN C. STALEY     |  | John C. Staley, Trustee                                                                                                                               |  | March 18, 2003

41

---

CERTIFICATIONS

I,
John S. Gates, Jr., certify that:



|Dated: March 18, 2003 |  | By: |  | /s/JOHN S. GATES, JR.John S. Gates, Jr. Co-Chairman and
Chief Executive Officer
|--------------------- |  | --- |  | -------------------------------------------------------------------------------

42

---

CERTIFICATIONS

I,
Paul S. Fisher, certify that:



|Dated: March 18, 2003 |  | By: |  | /s/PAUL S. FISHERPaul S. Fisher Executive Vice President
and
Chief Financial Officer
|--------------------- |  | --- |  | ------------------------------------------------------------------------------------

43

---



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

|                                   |                                                                                                      | Page(s)
|---------------------------------- | ---------------------------------------------------------------------------------------------------- | -------
|Consolidated Financial Statements: |                                                                                                      |        
|                                   | Report of Independent Accountants                                                                    |        
|                                   | Consolidated Balance Sheets as of December 31, 2002 and 2001                                         |        
|                                   | Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and 2000           |        
|                                   | Consolidated Statements of Comprehensive Income for the years ended December 31, 2002, 2001 and 2000 |        
|                                   | Consolidated Statements of Shareholders' Equity for the years ended December 31, 2002, 2001 and 2000 |        
|                                   | Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000           |        
|                                   | Notes to Consolidated Financial Statements                                                           |        
|Financial Statement Schedules:     |                                                                                                      |        
|                                   | Report of Independent Accountants                                                                    |        
|                                   | Schedule IIValuation and Qualifying Accounts                                                        |        
|                                   | Schedule IIIReal Estate and Accumulated Depreciation                                                |        

F-1

---

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and
Shareholders of CenterPoint Properties Trust

In
our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of comprehensive income, 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, 2002 and 2001, and the results of their
operations and their cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.

As
discussed in Note 3 to the consolidated financial statements, on January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."



Chicago,
Illinois
February 18, 2003

F-2

---



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

|                                     |                                                 | December 31,                                                                                                                                                                                 |                              
|------------------------------------ | ----------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------
|
|ASSETS                               |                                                
|Assets:                              |                                                 |                                                                                                                                                                                              |                              
|                                     | Investment in real estate:                      |                                                                                                                                                                                              |                              
|                                     |                                                 | Land                                                                                                                                                                                         |                              
|                                     |                                                 | Buildings                                                                                                                                                                                    |                              
|                                     |                                                 | Building Improvements                                                                                                                                                                        |                              
|                                     |                                                 | Furniture, fixtures and equipment                                                                                                                                                            |                              
|                                     |                                                 | Construction in progress                                                                                                                                                                     |                              
|                                     |                                                 |                                                                                                                                                                                              |                              
|                                     |                                                 |                                                                                                                                                                                              | 1,219,109                    
|                                     |                                                 | Less accumulated depreciation and amortization                                                                                                                                               |                              
|                                     |                                                 | Real estate held for sale, net of depreciation                                                                                                                                               |                              
|                                     |                                                 |                                                                                                                                                                                              |                              
|                                     |                                                 |                                                                                                                                                                                              | Net investment in real estate
|                                     | Cash and cash equivalents                       |                                                                                                                                                                                              |                              
|                                     | Restricted cash and cash equivalents            |                                                                                                                                                                                              |                              
|                                     | Tenant accounts receivable, net                 |                                                                                                                                                                                              |                              
|                                     | Mortgage notes receivable                       |                                                                                                                                                                                              |                              
|                                     | Investments in and advances to affiliates       |                                                                                                                                                                                              |                              
|                                     | Prepaid expenses and other assets               |                                                                                                                                                                                              |                              
|                                     | Deferred expenses, net                          |                                                                                                                                                                                              |                              
|                                     |                                                 |                                                                                                                                                                                              |                              
|                                     |                                                 | $                                                                                                                                                                                            | 1,306,324                    
|                                     |                                                 |                                                                                                                                                                                              |                              
|LIABILITIES AND SHAREHOLDERS' EQUITY |                                                
|Liabilities:                         |                                                 |                                                                                                                                                                                              |                              
|                                     | Mortgage notes payable and other debt           |                                                                                                                                                                                              | $                            
|                                     | Senior unsecured debt                           |                                                                                                                                                                                              |                              
|                                     | Tax-exempt debt                                 |                                                                                                                                                                                              |                              
|                                     | Line of credit                                  |                                                                                                                                                                                              |                              
|                                     | Preferred dividends payable                     |                                                                                                                                                                                              |                              
|                                     | Accounts payable                                |                                                                                                                                                                                              |                              
|                                     | Accrued expenses                                |                                                                                                                                                                                              |                              
|                                     | Rents received in advance and security deposits |                                                                                                                                                                                              |                              
|                                     |                                                 |                                                                                                                                                                                              |                              
|                                     |                                                 |                                                                                                                                                                                              | 779,365                      
|                                     |                                                 |                                                                                                                                                                                              |                              
|Commitments and contingencies        |                                                 |                                                                                                                                                                                              |                              
|Shareholders' equity                 |                                                 |                                                                                                                                                                                              |                              
|                                     |                                                 | Series A Preferred shares of beneficial interest, $.001 par value, 10,000,000 shares authorized: 3,000,000 issued and outstanding having a liquidation preference of $25 per share ($75,000) |                              
|                                     |                                                 | Series B convertible shares, 994,712 issued and outstanding having a liquidation preference of $50 per share ($49,736)                                                                       |                              
|                                     |                                                 | Common shares of beneficial interest, $.001 par value, 47,727,273 shares authorized; 23,067,336 and 22,753,913 issued and outstanding, respectively                                          |                              
|                                     | Additional paid-in-capital                      |                                                                                                                                                                                              |                              
|                                     | Retained earnings (deficit)                     |                                                                                                                                                                                              |                              
|                                     | Accumulated other comprehensive loss            |                                                                                                                                                                                              |                              
|                                     | Unearned compensationrestricted shares         |                                                                                                                                                                                              |                              
|                                     |                                                 |                                                                                                                                                                                              |                              
|                                     |                                                 | Total shareholders' equity                                                                                                                                                                   |                              
|                                     |                                                 |                                                                                                                                                                                              |                              
|                                     |                                                 | $                                                                                                                                                                                            | 1,306,324                    
|                                     |                                                 |                                                                                                                                                                                              |                              

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

F-3

---



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

|                                                                                            |                                                  | Years Ended December 31,                 |                                                      
|------------------------------------------------------------------------------------------- | ------------------------------------------------ | ---------------------------------------- | -----------------------------------------------------
|
|Revenues:                                                                                   |                                                  |                                          |                                                      
|                                                                                            |                                                  | Minimum rents                            |                                                      
|                                                                                            |                                                  | Straight line rents                      |                                                      
|                                                                                            |                                                  | Expense reimbursements                   |                                                      
|                                                                                            |                                                  | Mortgage interest income                 |                                                      
|                                                                                            |                                                  | Real estate fee income                   |                                                      
|                                                                                            |                                                  |                                          |                                                      
|                                                                                            |                                                  |                                          | Total revenue                                        
|                                                                                            |                                                  |                                          |                                                      
|Expenses:                                                                                   |                                                  |                                          |                                                      
|                                                                                            | Real estate taxes                                |                                          |                                                      
|                                                                                            | Property operating and leasing                   |                                          |                                                      
|                                                                                            | General and administrative                       |                                          |                                                      
|                                                                                            | Depreciation and amortization                    |                                          |                                                      
|                                                                                            | Interest expense:                                |                                          |                                                      
|                                                                                            |                                                  | Interest incurred, net                   |                                                      
|                                                                                            |                                                  | Amortization of deferred financing costs |                                                      
|                                                                                            | Impairment of asset                              |                                          |                                                      
|                                                                                            |                                                  |                                          |                                                      
|                                                                                            |                                                  |                                          | Total expenses                                       
|                                                                                            |                                                  |                                          |                                                      
|                                                                                            | Operating income (loss)                          |                                          |                                                      
|                                                                                            |                                                  |                                          | Gain on sale of real estate                          
|                                                                                            |                                                  |                                          |                                                      
|Income from continuing operations before income taxes and equity in net income of affiliate |                                                  |                                          | 44,460                                               
|                                                                                            | Provision for income tax expense                 |                                          |                                                      
|                                                                                            | Equity in net income (loss) of affiliate         |                                          |                                                      
|                                                                                            |                                                  |                                          |                                                      
|Income from continuing operations                                                           |                                                  |                                          | 43,230                                               
|                                                                                            | Discontinued operations:                         |                                          |                                                      
|                                                                                            |                                                  |                                          | Gain on sale, net of tax                             
|                                                                                            |                                                  |                                          | Income from operations of sold properties, net of tax
|                                                                                            |                                                  |                                          |                                                      
|Income before extraordinary item                                                            |                                                  |                                          | 75,392                                               
|                                                                                            | Extraordinary item, early extinguishment of debt |                                          |                                                      
|                                                                                            |                                                  |                                          |                                                      
|Net Income                                                                                  |                                                  |                                          | 75,392                                               
|                                                                                            | Preferred Dividends                              |                                          |                                                      
|                                                                                            |                                                  |                                          |                                                      
|Net income available to common shareholders                                                 |                                                  | $                                        | 65,302                                               
|                                                                                            |                                                  |                                          |                                                      
|Per share income available to common shareholders from continuing operations                |                                                  |                                          |                                                      
|                                                                                            |                                                  | Basic                                    |                                                      
|                                                                                            |                                                  | Diluted                                  |                                                      
|Per share income available to common shareholders before extraordinary item                 |                                                  |                                          |                                                      
|                                                                                            |                                                  | Basic                                    |                                                      
|                                                                                            |                                                  | Diluted                                  |                                                      
|Per share net income available to common shareholders                                       |                                                  |                                          |                                                      
|                                                                                            |                                                  | Basic                                    |                                                      
|                                                                                            |                                                  | Diluted                                  |                                                      
|Distributions per common share                                                              |                                                  | $                                        | 2.31                                                 

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

F-4

---

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

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

The
accompanying notes are an integral part of these financial statements

F-5

---

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

|                                                                                  |  | Preferred
Shares, Series A |  | Convertible
Preferred Shares
Series B |   | Class B
Common Shares |           |   |   |   |  |   |  |   |   |  |            |   |   |    |  |   |        
|--------------------------------------------------------------------------------- |  | -------------------------- |  | ------------------------------------- | - | --------------------- | --------- | - | - | - |  | - |  | - | - |  | ---------- | - | - | -- |  | - | -------
|
|
|
|Balance, December 31, 1999                                                        |  | 3,000,000                  |  | $                                     | 3 |                       | 1,000,000 |   | $ | 1 |  |  |  | $ |  |  | 20,649,801 |   | $ | 21 |  | $ | 506,456
|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             |  |                            |  |                                       |   |                       | (5,288    | ) |   |   |  |   |  |   |   |  | 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  
|Amortization of unearned compensation                                             |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  |            |   |   |    |  |   |        
|Retirement of employee share awards                                               |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  | (3,081     | ) |   |    |  |   | (108   
|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 |  |  |  |   |  |  | 22,283,930 |   |   | 22 |  |   | 573,430
|Shares issued for share options exercised                                         |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  | 324,258    |   |   | 1  |  |   | 7,825  
|Director share awards                                                             |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  | 1,720      |   |   |    |  |   | 80     
|Employee share awards                                                             |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  | 147,400    |   |   |    |  |   | 6,766  
|Amortization of unearned compensation                                             |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  |            |   |   |    |  |   |        
|Retirement of employee share awards                                               |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  | (3,395     | ) |   |    |  |   | (129   
|Distributions declared on common shares, $2.10 per share                          |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  |            |   |   |    |  |   |        
|Distributions declared on preferred shares, Series A $2.12 per share              |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  |            |   |   |    |  |   |        
|Distributions declared on convertible preferred shares, Series B, $3.75 per share |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  |            |   |   |    |  |   |        
|Net income                                                                        |  |                           |  |                                       |  |                       |          |   |   |  |  |  |  |   |  |  |           |   |   |   |  |   |       
|                                                                                  |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  |            |   |   |    |  |   |        
|Balance, December 31, 2001                                                        |  | 3,000,000                  |  |                                       | 3 |                       | 994,712   |   |   | 1 |  |  |  |   |  |  | 22,753,913 |   |   | 23 |  |   | 587,972
|Issuance of stock for stock options exercised                                     |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  | 235,557    |   |   |   |  |   | 4,604  
|Employee share awards                                                             |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  | 105,481    |   |   |   |  |   | 5,137  
|Director share awards                                                             |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  | 1,797      |   |   |   |  |   | 87     
|Amortization of unearned compensation                                             |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  |            |   |   |    |  |   |        
|Retirement of unearned compensation                                               |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  | (11,232    | ) |   |   |  |   | (511   
|Purchase of treasury stock                                                        |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  |            |   |   |    |  |   |        
|Retirement of treasury stock                                                      |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  | (18,180    | ) |   |   |  |   | (636   
|Distribution declared on common shares, $2.31 per share                           |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  |            |   |   |    |  |   |        
|Distributions declared on preferred shares, Series A $2.12 per share              |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  |            |   |   |    |  |   |        
|Distributions declared on convertible preferred shares, Series B, $3.75 per share |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  |            |   |   |    |  |   |        
|Settlement of interest rate protection agreement                                  |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  |            |   |   |    |  |   |        
|Amortization of interest rate protection agreement                                |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  |            |   |   |    |  |   |        
|Net income                                                                        |  |                           |  |                                       |  |                       |          |   |   |  |  |  |  |   |  |  |           |   |   |   |  |   |       
|                                                                                  |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  |            |   |   |    |  |   |        
|Balance, December 31, 2002                                                        |  | 3,000,000                  |  | $                                     | 3 |                       | 994,712   |   | $ | 1 |  |  |  | $ |  |  | 23,067,336 |   | $ | 23 |  | $ | 596,653
|                                                                                  |  |                            |  |                                       |   |                       |           |   |   |   |  |   |  |   |   |  |            |   |   |    |  |   |        

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

F-6

---



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

|                                               |                                                                                  | Years Ended December 31,                         |                                                
|---------------------------------------------- | -------------------------------------------------------------------------------- | ------------------------------------------------ | -----------------------------------------------
|
|Cash flows from operating activities:          |                                                                                  |                                                  |                                                
|                                               | Net Income                                                                       |                                                  | $                                              
|                                               | Adjustments to reconcile net income to net cash provided by operating activities |                                                  |                                                
|                                               |                                                                                  | Impairment of asset                              |                                                
|                                               |                                                                                  | Extraordinary item, early extinguishment of debt |                                                
|                                               |                                                                                  | Bad debts                                        |                                                
|                                               |                                                                                  | Depreciation                                     |                                                
|                                               |                                                                                  | Amortization of deferred financing costs         |                                                
|                                               |                                                                                  | Other amortization                               |                                                
|                                               |                                                                                  | Straight-line rents                              |                                                
|                                               |                                                                                  | Incentive stock awards                           |                                                
|                                               |                                                                                  | Equity in net income of affiliates               |                                                
|                                               |                                                                                  | Gain on disposal of real estate                  |                                                
|                                               |                                                                                  | Net changes in:                                  |                                                
|                                               |                                                                                  |                                                  | Tenant accounts receivable                     
|                                               |                                                                                  |                                                  | Prepaid expenses and other assets              
|                                               |                                                                                  |                                                  | Rents received in advance and security deposits
|                                               |                                                                                  |                                                  | Accounts payable and accrued expenses          
|                                               |                                                                                  |                                                  |                                                
|Net cash provided by operating activities      |                                                                                  |                                                  | 59,041                                         
|Cash flows from investing activities           |                                                                                  |                                                  |                                                
|                                               | Change in restricted cash and cash equivalents                                   |                                                  |                                                
|                                               | Acquisition of real estate                                                       |                                                  |                                                
|                                               | Additions to construction in progress                                            |                                                  |                                                
|                                               | Improvements and additions to properties                                         |                                                  |                                                
|                                               | Disposition of real estate                                                       |                                                  |                                                
|                                               | Change in deposits on acquisitions                                               |                                                  |                                                
|                                               | Issuance of mortgage notes receivable                                            |                                                  |                                                
|                                               | Repayment of mortgage notes receivable                                           |                                                  |                                                
|                                               | Investment in and advances to affiliate                                          |                                                  |                                                
|                                               | Acquisition of CRS, net of cash received                                         |                                                  |                                                
|                                               | Receivables from affiliates and employees                                        |                                                  |                                                
|                                               | Additions to deferred expenses                                                   |                                                  |                                                
|                                               |                                                                                  |                                                  |                                                
|Net cash used in investing activities          |                                                                                  |                                                  | (112,882                                       
|Cash flows from financing activities           |                                                                                  |                                                  |                                                
|                                               | Proceeds from sale of common shares                                              |                                                  |                                                
|                                               | Offering costs paid                                                              |                                                  |                                                
|                                               | Proceeds from issuance of unsecured notes payable                                |                                                  |                                                
|                                               | Proceeds from issuance of mortgage bonds payable                                 |                                                  |                                                
|                                               | Proceeds from issuance of tax exempt bonds                                       |                                                  |                                                
|                                               | Proceeds from issuance of unsecured bonds                                        |                                                  |                                                
|                                               | Proceeds from line of credit                                                     |                                                  |                                                
|                                               | Repayment of line of credit                                                      |                                                  |                                                
|                                               | Repayment of revenue bonds payable                                               |                                                  |                                                
|                                               | Repayments of mortgage notes payable                                             |                                                  |                                                
|                                               | Repayments of mortgage bonds payable                                             |                                                  |                                                
|                                               | Distributions                                                                    |                                                  |                                                
|                                               |                                                                                  |                                                  |                                                
|Net cash provided by financing activities      |                                                                                  |                                                  | 52,900                                         
|Net change in cash and cash equivalents        |                                                                                  |                                                  | (941                                           
|Cash and cash equivalents, beginning of period |                                                                                  |                                                  | 1,851                                          
|                                               |                                                                                  |                                                  |                                                
|Cash and cash equivalents, end of period       |                                                                                  | $                                                | 910                                            
|                                               |                                                                                  |                                                  |                                                

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

F-7

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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 ("REIT").

2. Consolidation of CenterPoint Realty Services (CRS)

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

3. Summary of Significant Accounting Policies



Minimum rents are recognized on a straight-line basis over the terms of the respective leases. Unbilled rents receivable represents the amount that
straight-line rental revenue exceeds rents due under the lease agreements. Unbilled rents receivable, included in tenants accounts receivable, at December 31, 2002 and 2001 were
$22,989 and $22,475, respectively. Recoveries from tenants for taxes, insurance and other property operating expenses are recognized in the period the applicable costs are incurred.

The
Company provides an allowance for doubtful accounts against the portion of accounts receivable and notes receivable which is estimated to be uncollectible. Specifically, the Company
allows for identified troubled accounts and also provides a general reserve. Accounts receivable and prepaid expenses and other assets in the consolidated balance sheets are shown net of an allowance
for doubtful accounts of $1,318 and $1,617 as of December 31, 2002 and 2001, respectively.



Real estate fee income includes revenues recognized for development services provided by the Company, property management services, participation interest, and
other related transactions. In 2002 and 2001, participation interest charges by the Company to CRS are eliminated upon consolidation.

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

F-8

---



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

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



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



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

YearsBuilding and improvements

31.5 and 40Land improvements

15Furniture, fixtures and equipment

4 to 15


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

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

F-9

---

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



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



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



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

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



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

F-10

---



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



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



Restricted cash represents escrow and reserve funds for real estate taxes, capital improvements, and certain security deposits. This account is valued at cost,
which approximates market.



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

The
Company accounts for developer notes based on the facts and circumstances of the development, the terms of the redevelopment agreement and the deemed collectibility of the underlying
TIF.



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

F-11

---



The Company's consolidated financial statements include all of its accounts and other entities in which the Company has control. Significant intercompany accounts
and transactions have been eliminated in consolidation.



Pursuant to the redevelopment agreement related to CenterPoint Intermodal Center, the Company has established a procurement company on the site. The purpose of
the procurement company is to capture sales taxes for the benefit of the town of Elwood, Illinois. In addition, a portion of the sales taxes collected by the town of Elwood will be used to repay the
developer notes held by the Company described in note 7. The Company accounts for the activities of the procurement company by netting material sales with material purchases and associated
costs.



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



The Company qualified as a REIT under sections 856-860 of the Internal Revenue Code beginning January 1, 1994. In order to qualify as a REIT,
the Company is required to distribute at least 90% of its taxable ordinary income in 2002 and 2001 (95% in 2000) to shareholders and to meet certain asset and income tests as well as certain other
requirements. As a REIT, the Company will generally not be liable for Federal income taxes to the extent that it distributes its ordinary and net capital gain income to its shareholders.

CRS,
the Company's wholly owned subsidiary, is subject to income taxes. In accordance with FAS No. 109, deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry forwards of
CRS.

F-12

---

Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.



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



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

Year ended December 31,2002

2001

2000(in thousands, except per share data)Net income available to common shareholders, as reported

$
65,302

$
17,907

$
44,581Deduct: total share-based employee compensation expense determined under fair value based method for all awards, net of related tax effects


(1,975
)

(1,769
)

(1,402
)Proforma net income available to common shareholders, as reported

$
63,327

$
16,138

$
43,179Per share net income available to common shareholdersBasicas reported

$
2.84

$
0.79

$
2.13Basicpro forma

$
2.76

$
0.71

$
2.06Dilutedas reported

$
2.77

$
0.77

$
2.09Dilutedpro forma

$
2.70

$
0.70

$
2.01


F-13

---



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



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.



On April 30, 2002, the FASB issued FAS No. 145, "Rescission of FASB Statement No. 4, 44 and 64, Amendment of FASB Statement No. 13 and
Technical Corrections" ("FAS No. 145"). FAS No. 145 rescinds both Statement of Financial Accounting Standards No. 4, "Reporting Gains and Losses from Extinguishment of Debt" ("FAS
No. 4") and the amendment to FAS No. 4, Statement of Financial Accounting Standards No. 64, "Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements". Fas
No. 145 eliminates the requirement that gains and losses from the extinguishment of debt be aggregated and, if material, classified as an extraordinary item, net of the related income tax
effect, unless the criteria in Accounting Principles Board Opinion No. 30, "Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and infrequently Occurring Events and Transactions" are met. FAS No. 145 is effective for transactions occurring subsequent to May 15, 2002. The Company does not
expect FAS No. 145 to have any impact on the Company beyond classification of costs related to early extinguishment of debt, which were previously shown as extraordinary items.

On
December 31, 2002, the FASB issued, and the Company adopted, Financial Accounting Standards No. 148, "Accounting for Stock-Based CompensationTransition and
Disclosurean amendment of FASB Statement No. 123" ("FAS 148"). This Statement amends FASB Statement No. 123, "Accounting for Stock-Based
Compensation",to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method used on reported results. The transition and annual disclosure provisions of FAS 148 are effective for fiscal years
ending after December 15, 2002. The new interim disclosure provisions are effective for the first interim period beginning after December 15, 2002.

On
November 26, 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of

F-14

---

Othersan interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34" ("FIN 45"). This Interpretation elaborates on the disclosures to
be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at
the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The disclosure requirements of FIN 45 are effective for fiscal years ending after
December 15, 2002, and require disclosure of the nature of the guarantee, the maximum potential amount of future payments that the guarantor could be required to make under the guarantee, and
the current amount of the liability, if any, for the guarantor's obligations under the guarantee. The recognition requirements of FIN 45 are to be applied prospectively to guarantees issued or
modified after December 31, 2002. The Company does not expect the requirements of FIN 45 to have a material impact on results of operations, financial position or liquidity.

On
January 17, 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entitiesan interpretation of ARB No. 51" ("FIN
46"). This Interpretation addresses consolidation by business enterprises of special purposes entities ("SPE's") to which the usual condition for consolidation described in Accounting Research
Bulletin No. 51 does not apply because the SPE's have no voting interests or otherwise are not subject to control through ownership of voting interests. For Variable Interest Entities created
before February 1, 2003, the provisions of this interpretation are effective no later than the beginning of the first interim or annual reporting period that starts after June 15, 2003.
For Variable Interest Entities created after January 31, 2003, the provisions of this interpretation are effective immediately. The Company does not expect the requirements of FIN 46 to have a
material impact on results of operations, financial position or liquidity.

4. Property Acquisitions and Dispositions

During each of the years ended December 31, 2002, 2001 and 2000, the Company acquired 28, 16 and 22 operating properties, respectively, consisting
principally of single-tenant buildings for an aggregate purchase price of approximately $129,247, $69,899 and $134,933, respectively. The properties were funded with borrowings under the Company's
lines of credit, proceeds from properties sold during 2002, 2001, and 2000, and proceeds of a public offering of the Company's common shares completed in 2000. 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 19 properties and 6 land parcels in 2002, 18 properties and 3 land parcels in 2001 and 37 properties during 2000 for aggregate proceeds of approximately $163,200,
$80,961 and $110,972, respectively. In 2000, 19 of the properties were disposed of as a single portfolio.

F-15

---



5. Mortgage Notes Receivable

As of December 31, 2002, the Company had mortgage notes receivable outstanding of $21,247. The notes bear interest at rates ranging from 6.25% to 11.0% and
mature at dates ranging from July 2003 to December 2006. As of December 31, 2001, the Company had mortgage loans receivable outstanding of $7,561, bearing interest ranging from
6.5% to 8.0% and maturing at dates ranging from January 2002 to December 2006. 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, 2002:

2003

$
10,1742004


5,0842005


3,4312006


2,558Total

$
21,247


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

6. Investment in and Advances to Affiliates



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

F-16

---

Summarized
financial information of CRS for the year ended December 31, 2000 (period not consolidated) is shown below.

Statement of Operations:

Year Ended
December 31, 2000Income:Property sales

$
84,022Rental income


5,595Equity in net income (loss) of affiliate


(451
)Interest income


663Other income


15089,979ExpensesCost of property sales


78,456Participation interest


3,607Other expenses


3,120Depreciation and amortization


1,295Interest


5,70492,182Provision (benefit) for income taxes


(1,904
)Net income (loss)

$
(299
)


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



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

In
conjunction with the consolidation of CRS, the Company's investment in affiliate for December 31, 2002 and 2001 and equity in affiliate for the year ended December 31,
2002 and 2001 include the Venture.

F-17

---

Summarized
financial information for the Venture is shown below:

Balance Sheets:

December 31, 2002

December 31, 2001AssetsNet investment in real estate

$
88,896

$
81,624Other assets


4,764


16,741Total assets

$
93,660

$
98,365LiabilitiesSecured line of credit

$
54,904

$
60,275Other liabilities


12,230


8,708Total liabilities


67,134


68,983Members' equity


26,526


29,382Total liabilities and members' equity

$
93,660

$
98,365


Statements of Operations:

Year Ending December 31,2002

2001Rental revenue

$
9,733

$
13,792Operating expensesProperty, operating and leasing


3,112


3,584Depreciation and amortization


2,486


3,046Interest


1,454


3,342Total operating expenses


7,052


9,972Operating income


2,681


3,820Gain on disposal of assets


2,616


5,289Net income

$
5,297

$
9,109


As
of December 31, 2002, the Venture owned 14 warehouse/ industrial properties and had one property under construction, totaling 2.6 million square feet (unaudited), which
were 78.1% leased (unaudited).

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

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

F-18

---

and 2001, respectively. Unamortized syndication fees of $1,050 and $1,307 are included in investments in affiliates in the Company's Consolidated Balance Sheets as of December 31, 2002 and
2001, respectively.



On January 14, 2002, CenterPoint finalized a joint venture agreement with Ford Motor Land Development Corporation ("Ford Land") to develop Ford's new
automotive supplier manufacturing campus located on Chicago's southeast side. Chicago Manufacturing Campus, LLC ("CMC"), is owned 51% by CenterPoint and 49% by Ford Land. The park will occupy a
155-acre former brownfield site located approximately one-half mile from Ford's Chicago Assembly Plant on the southeast side, near the intersection of 126th Street and Torrence
Avenue. Site preparation and construction of five buildings, or 1.6 million square feet, began during the second quarter and will continue through the third quarter of 2003. Upon closing, Ford
Land contributed $5,341 in cash to CMC in exchange for the same amount in equity, and Ford Land is committed to total contributions of $36,000. Also, upon closing, CenterPoint contributed land and
$1,152 in cash to CMC in exchange for $4,234 in proceeds and $5,559 in equity. CenterPoint has committed to total contributions of approximately $52,000. Since the initial closing, CenterPoint has
contributed additional land to CMC in exchange for $893 in proceeds and $930 in equity, and Ford Land contributed $947 in cash for the same amount in equity. As of December 31, 2002,
CenterPoint has an equity balance of $22,577 due to additional cash contributions of $16,088, and Ford has an equity balance of $21,692 due to additional cash contributions of $15,404.

F-19

---

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

Balance Sheet:

December 31, 2002Assets:Construction in progress

$
47,115Cash and cash equivalents


3,296Restricted cash


5,144Prepaid expenses and other assets


1,221Deferred expenses, net


27Total assets

$
56,803Liabilities:Accounts payable

$
6,785Accrued expenses


2,703Security and tenant improvement deposits


3,046Total liabilities


12,534Commitments and contingenciesMembers' equity:Ford Motor Land Development Corporation


21,692CenterPoint CMC Holdings, LLC


22,577Total members' equity


44,269Total liabilities and members' equity

$
56,803


Statement of Operations:

For the Year Ended
December 31, 2002Interest Income

$
109General and administrative (expenses)


(11
)Net income

$
98


CenterPoint
incurred $357 in development department costs that were not reimbursed by CMC upon inception and are included in the Company's investments in and advances to affiliates. As
CMC is currently undergoing development of the supplier buildings, the Company has capitalized $661 in

F-20

---

interest to the extent of its equity investment and this interest is included in investments in and advances to affiliates. These costs will be amortized over the depreciation period of the buildings
constructed in this project. There was no such amortization in 2002.

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

7. Developer Notes (Tax Increment Financing)

As of December 31, 2002, the Company has three developer notes outstanding; one for the 25 acre development at the sold Chicago International Produce
Market (CIPM), one for the 2,200 acre CenterPoint Intermodal Center and one for the 18 acres development at 5800 West Touhy Avenue, Niles for an office development, which has been sold.

The
CIPM developer note, bearing tax exempt interest at 8.5% and terminating in 2020, is with the city of Chicago and will be serviced by the tax increment raised by the entire Pilson
District of Chicago (907 acres), which is a neighborhood being redeveloped and currently producing tax increment. The CIPM is in the Pilson District and represents 2.8% of the districts developable
land. The CIPM development was completed and sold in 2002 and is estimated to provide additional tax increment to the Pilson District starting in 2003. Accordingly, the Company is confident in the
collectibility of the CIPM TIF and has therefore recognized the developer notes as a separate asset for the principal value of developer notes, $8,500 and $7,197 as of December 31, 2002 and
2001, respectively. These notes are presented in prepaid expenses and other assets. Interest accrued on the notes is also reflected in prepaid expenses and other assets as interest income, totaling
$857 and $182 as of December 31, 2002 and 2001.

The
CenterPoint Intermodal Center developer notes, bearing tax exempt interest at 10.0% and terminating in 2023, are with the city of Elwood, Illinois and will be serviced solely by the
tax increment produced by CenterPoint's development. The Company believes the development has not advanced to the point where the ultimate collectibility of the developer notes is sufficient to
warrant recognition. This determination is based on the uncertainty of future tax assessments at the site and the lack of past history with this TIF district. Accordingly, CenterPoint has reserved for
the entire developer note and the related accrued interest. As of December 31, 2002 and 2001, the principal balance of the CenterPoint Intermodal Center developer notes and corresponding
reserves are $63,778 for both periods. In addition, CenterPoint has submitted costs to be included in future developer note issuances of $36,222. Accrued interest receivable and the corresponding
reserve are $12,169 as of December 31, 2002 and $7,439 as of December 31, 2001. Currently, the Company intends to account for the developer notes on a cash basis as a reduction to the
cost basis of the entire development. As development activity continues and actual tax increments are being generated, the Company will reassess the need for a reserve against the developer notes and
related interest.

The
5800 West Touhy developer notes, bearing no interest and terminating in 2008, are with the city of Niles, Illinois and will be serviced by the tax increment raised by the entire
retail and office

F-21

---

development, comprising 56 acres on Touhy Avenue in Niles. This acreage was redeveloped from an old industrial building and resides in the heart of a retail and commercial district of Niles. The 5800
West Touhy property represents 32.1% of the TIF district which supports its payment and the 5800 West Touhy developer note represents 25.2% of the total balance of the developer note for the retail
and office complex. This TIF has been cash flowing throughout 2002
and the Company expects to be paid its outstanding balance in 2003. The Company has recorded developer notes as a separate asset for the principle sum of $1,000 as of December 31, 2002.

8. Deferred Expenses

Fully amortized deferred expenses of $1,608 and $3,753 were written off in 2002 and 2001, respectively. In connection with property dispositions, the Company also
wrote off unamortized deferred leasing and other costs of $878 and $1,386 in 2002 and 2001, respectively. Also, in 2002, CenterPoint wrote off unamortized financing costs of $787 in connection with
property dispositions.

The
balances are as follows:

December 31,2002

2001Deferred financing costs, net of accumulated amortization of $7,403 and $5,009

$
7,494

$
4,635Deferred leasing and other costs, net of accumulated amortization of $4,880 and $4,891


8,969


9,950$
16,463

$
14,585


F-22

---

9. Long Term Debt

The long-term debt as of December 31, 2002 and 2001 consists of the following:

|                                          |  | Carrying Amount of
Notes at December 31, |         |  |   |         |  |       |   |  
|----------------------------------------- |  | ---------------------------------------- | ------- |  | - | ------- |  | ----- | - | -
|
|
|
|Mortgage Notes Payable and Other Debt:    |  |                                          |         |  |   |         |  |       |   |  
|Designated pool of 18 properties          |  | $                                        |        |  | $ | 50,000  |  | 7.62% |   | $
|7620 S. 10th Street
Oak Creek, WI         |  |                                          | 2,076   |  |   | 2,167   |  | 8.05% |   |  
|11801 South Central
Alsip, IL             |  |                                          | 3,863   |  |   | 4,152   |  | 7.35% |   |  
|16750 Vincennes
South Holland, IL         |  |                                          | 4,025   |  |   | 4,082   |  | 7.75% |   |  
|Designated pool of 5 properties (c)       |  |                                          | 13,761  |  |   |        |  | 7.05% |   |  
|BNSF lease collateralized bonds (d)       |  |                                          | 56,228  |  |   |        |  | 6.56% |   |  
|Capitalized lease obligation              |  |                                          | 333     |  |   | 526     |  | 7.00% |   |  
|                                          |  |                                          |         |  |   |         |  |       |   |  
|                                          |  |                                          | 80,286  |  |   | 60,927  |  |       |   |  
|Senior Unsecured Debt:                    |  |                                          |         |  |   |         |  |       |   |  
|Bonds Payable1998                        |  |                                          | 100,000 |  |   | 100,000 |  | 6.75% |   |  
|Bonds Payable1999                        |  |                                          | 100,000 |  |   | 100,000 |  | 7.14% |   |  
|Bonds Payable2000                        |  |                                          | 150,000 |  |   | 150,000 |  | 7.90% |   |  
|Bonds Payable2002 (f)                    |  |                                          | 150,000 |  |   |        |  | 5.75% |   |  
|                                          |  |                                          |         |  |   |         |  |       |   |  
|                                          |  |                                          | 500,000 |  |   | 350,000 |  |       |   |  
|Tax Exempt Debt:                          |  |                                          |         |  |   |         |  |       |   |  
|City of Chicago Revenue Bonds1997        |  |                                          | 44,100  |  |   | 44,100  |  | (g    | ) |  
|City of Chicago Revenue Bonds
2002 (h)   |  |                                          | 47,000  |  |   |        |  | (h    | ) |  
|Illinois Department Finance Authority (i) |  |                                          | 3,320   |  |   |        |  | (i    | ) |  
|                                          |  |                                          |         |  |   |         |  |       |   |  
|                                          |  |                                          | 94,420  |  |   | 44,100  |  |       |   |  
|Line of Credit:                           |  |                                          |         |  |   |         |  |       |   |  
|Revolving line of credit                  |  |                                          | 18,000  |  |   | 131,500 |  | (j    | ) |  
|                                          |  |                                          |         |  |   |         |  |       |   |  
|Total long term debt                      |  | $                                        | 692,706 |  | $ | 586,527 |  |       |   |  
|                                          |  |                                          |         |  |   |         |  |       |   |  

---

F-23

---



F-24

---



9. Long Term Debt (Continued)

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

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

As
of December 31, 2002 mortgage notes, other debt, senior unsecured debt, tax exempt debt and line of credit mature as follows:

Total2003

$
170,0442004


101,8212005


103,6942006


1,9392007


2,065Thereafter


313,143Total

$
692,706


Based
on borrowing rates available to the Company at the end of 2002 and 2001 for mortgage loans with similar terms and maturities, the fair value of the fixed interest rate mortgage
notes payable was $601,142 compared to $580,287 carrying value for 2002 and $421,403 compared to $410,927 carrying value for 2001.

Land,
buildings and equipment related to such mortgages with an aggregate net book value of approximately $65,827 at December 31, 2002 and $114,565 at December 31, 2001
have been pledged as collateral for the above debt.

10. Extraordinary Item

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

11. Shareholders' Equity



In November, 2000, the Company completed a public offering of 1,500,000 common shares at $43.25 per share for net proceeds of $63,099. The proceeds from this
offering were used to pay down the Company's revolving line of credit. As of December 31, 2002 and 2001, the Company had outstanding shares of 23,067,336 and 22,753,913, respectively.

F-25

---



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 were not redeemable prior to October 30, 2002. On or after October 30, 2002 the Preferred Shares are redeemable for
cash at the option of the Company, in whole or part, at the redemption price of $25 per share, plus dividends accrued and unpaid to the redemption date. The Preferred Shares are not convertible into
or exchangeable for any other property or securities of the Company.



On June 23, 1999, the Company completed a public offering of 1,000,000 shares of 7.50% Series B Convertible Cumulative Redeemable Preferred Shares
("Series B Preferred Shares") at a purchase price of $50.00 per share. Dividends on the Series B Preferred Shares are cumulative from the date of issuance and payable quarterly
commencing on September 30, 1999. The payment of dividends and amounts upon liquidation will follow the Series A Preferred Shares, but rank senior to the Common Shares. The shares have
no maturity date, but may be redeemed by the Company for $50.00 per share after June 30, 2004. The shares are convertible into common shares at a conversion price of $43.50 per common share,
equivalent to a conversion rate of 1.1494 to 1. In 2000, 5,288 shares were converted into common shares upon the death of several preferred shareholders in accordance with the share agreement.

F-26

---



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

|              |                                                                                              | Years Ended December 31,                              |                                                  
|------------- | -------------------------------------------------------------------------------------------- | ----------------------------------------------------- | -------------------------------------------------
|
|Numerators:   |                                                                                              |                                                       |                                                  
|              | Income from continuing operations                                                            |                                                       | $                                                
|              | Dividend on preferred shares                                                                 |                                                       |                                                  
|              |                                                                                              |                                                       |                                                  
|              | Income available to common shareholders from continuing operationsfor basic and diluted EPS |                                                       | $                                                
|              |                                                                                              |                                                       |                                                  
|              | Discontinued operations                                                                      |                                                       |                                                  
|              |                                                                                              | Gain on sale, net of tax                              |                                                  
|              |                                                                                              | Income from operations of sold properties, net of tax |                                                  
|              |                                                                                              |                                                       |                                                  
|              |                                                                                              |                                                       | Discontinued operationsfor basic and diluted EPS
|              |                                                                                              |                                                       |                                                  
|              | Income available to common shareholders before extraordinary itemfor basic and diluted      |                                                       |                                                  
|              | Extraordinary item, early extinguishment of debtfor basic and diluted EPS                   |                                                       |                                                  
|              |                                                                                              |                                                       |                                                  
|              | Net income available to common shareholdersfor basic and diluted EPS                        |                                                       | $                                                
|              |                                                                                              |                                                       |                                                  
|Denominators: |                                                                                              |                                                       |                                                  
|              | Weighted average common shares outstandingfor basic EPS                                     |                                                       |                                                  
|              | Effect of share options                                                                      |                                                       |                                                  
|              |                                                                                              |                                                       |                                                  
|              | Weighted average common shares outstandingfor diluted EPS                                   |                                                       |                                                  
|              |                                                                                              |                                                       |                                                  
|Basic EPS:    |                                                                                              |                                                       |                                                  
|              | Income available to common shareholders from continuing operations                           |                                                       | $                                                
|              | Discontinued operations                                                                      |                                                       |                                                  
|              |                                                                                              |                                                       |                                                  
|              | Income available to common shareholders before extraordinary item                            |                                                       |                                                  
|              | Extraordinary item, early extinguishment of debt                                             |                                                       |                                                  
|              |                                                                                              |                                                       |                                                  
|              | Net income available to common shareholders                                                  |                                                       | $                                                
|              |                                                                                              |                                                       |                                                  
|Diluted EPS:  |                                                                                              |                                                       |                                                  
|              | Income available to common shareholders from continuing operations                           |                                                       | $                                                
|              | Discontinued operations                                                                      |                                                       |                                                  
|              |                                                                                              |                                                       |                                                  
|              | Income available to common shareholders before extraordinary item                            |                                                       |                                                  
|              | Extraordinary item, early extinguishment of debt                                             |                                                       |                                                  
|              |                                                                                              |                                                       |                                                  
|              | Net income available to common shareholders                                                  |                                                       | $                                                
|              |                                                                                              |                                                       |                                                  

F-27

---

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 2002, 2001 and 2000 would be anti-dilutive.

12. Stock Incentive Plans

As of December 31, 2002 the Company has reserved 253,993 common shares for future issuance under the 2000 Omnibus Employee Retention and Incentive Plan,
56,194 common shares for future issuance under the 1995 Director Stock Plan and 1,000,000 common shares for future issuance under the dividend reinvestment and stock purchase plan.



On May 10, 2000, the Shareholders adopted the 2000 Omnibus Employee Retention and Incentive Plan (the "2000 Plan") to allow the Company to continue making
share-based awards as part of the Company's compensation. In accordance with the approved 2000 Plan, no other grants will be made under the 1993 Stock Option plan or the 1995 Restricted Stock
Incentive Plan. The number of shares issuable under the 2000 Plan was initially 1,200,000 in the form of options and appreciation rights, performance awards, and restricted shares or share
equivalents. The plan will be administered by a committee (the "Committee") consisting of two or more non-employee trustees designated by the Board of Trustees of the Company. No awards
may be granted under the 2000 Plan after July 31, 2003.

In
2002 and 2001, 220,655 and 283,000 options were granted to trustees and officers of the Company, and 105,481 and 147,400 restricted shares were awarded to employees and officers, both
from the 2000 Plan. 200,000 options were granted in July, 2000.

First,
the 2000 Plan authorizes the Committee to grant options to purchase the Company's common shares in the form of incentive stock options ("ISO's") or other tax-qualified
options which may be subsequently authorized under the federal tax laws. The exercise price of the options may not be less than 100% of the fair market value of common shares at the time of issuance.

Second,
the 2000 Plan authorizes the Committee to grant appreciation rights to key employees, which entitles the grantee to receive upon exercise the excess of (a) the fair market
value of the specified number of shares at the time of exercise over (b) a price specified by the Committee which may not be less than 100% of the fair market value of the common shares at the
time of grant. The term of the option shall be fixed by the Committee, but no option shall be exercisable more than 10 years after the date of grant.

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

Finally,
the 2000 Plan authorizes the Committee to grant performance awards to employees in the form of either grants of performance shares, representing one share of the Company's
common shares, or performance units, representing an amount established by the Committee at the time of the award. At the time the award is made, the Committee will establish superior and satisfactory

F-28

---

performance targets measuring the Company's performance over a set period. The actual awards will be determined by the Committee measured against these goals.



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

For
all restricted share awards from the restricted stock incentive plan and the 2000 Plan, unearned compensation is recorded at the date of awards based on the market value of shares.
Unearned compensation, which is shown as a separate component of shareholders' equity, is being amortized to expense over the eight year vesting period. On June 4, 2002, shares granted to
employees on March 8, 2000 vested after meeting performance targets specified in the 1995 Restricted Stock Incentive Plan. Restrictions were lifted on 69,450 shares owned by employees resulting
in compensation expense of approximately $1,744 representing the unamortized portion of this share issuance. The amount amortized to expense during 2002, 2001, and 2000 was $3,196, $1,019 and $515,
respectively.



The 1995 Director Stock Plan is for an aggregate of 75,000 common shares and provides that each independent director, upon election or re-election to
the Board, must receive 50% and may elect to receive 100% of his annual retainer fee in Common Shares at the market price on such
date. In 2002, 2001 and 2000, 1,797, 1,720 and 2,640 Common Shares were issued under this plan, respectively. In connection with the issuance of such shares, $87, $80 and $100 was charged to expense
in 2002, 2001 and 2000, respectively.



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

F-29

---

with the common shares with each Rights Preferred Share having 1,000 votes. 50,000 of the Company's authorized preferred shares have been designated for the plan.

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



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. As mentioned above, the Compensation Committee of the Board of Trustees granted 200,000
options on July 5, 2000, 250,000 options on February 21, 2001 and 184,947 options on January 29, 2002 to employees under the terms of the 2000 Plan. The Company also granted
33,000 options on May 16, 2001, 33,000 options on May 16, 2002 and 2,708 options on November 5, 2002 to trustees under the terms of the 2000 Plan.

The
options from both the 1993 Stock Option Plan and the 2000 Plan were granted at fair market value on the date of grant and have a 10-year term. They become exercisable in
20% annual increments after one year from date of grant. Option activity for the three years ended December 31, 2002 is as follows:

|                                                                    |           | 2002      |          | 2001 |       | 2000 
|------------------------------------------------------------------- | --------- | --------- | -------- | ---- | ----- | -----
|
|Outstanding at beginning of year                                    |           | 1,837,949 |          | $    | 34.51 |      
|                                                                    | Granted   |           | 220,655  |      |       | 49.75
|                                                                    | Exercised |           | (268,545 | )    |       | 23.82
|                                                                    | Expired   |           | (1,338   | )    |       | 32.06
|                                                                    |           |           |          |      |       |      
|Outstanding at end of year                                          |           | 1,788,721 |          |      | 37.99 |      
|                                                                    |           |           |          |      |       |      
|Exercisable at end of year                                          |           | 454,868   |          |      |       |      
|Available for future grant                                          |           | 253,993   |          |      |       |      
|Weighted average per share value of options granted during the year |           |           |          | $    | 7.18  |      

F-30

---

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:

2002

2001

2000Risk free interest rate

4.78
%
5.10
%
6.40
%Dividend yield

4.22
%
4.22
%
5.00
%Expected lives

6 years

6 years

6 yearsExpected volatility

17.55
%
18.30
%
15.30
%


The
following table summarizes information about stock options at December 31, 2002:

Options outstanding

Options ExercisableRange of
Exercise Price

Number
Outstanding
at 12/31/02

Weighted
Average
Remaining
Contractual Life

Weighted
Average
Exercise
Price

Number
Exercisable
at 12/31/02

Weighted
Average
Exercise
Price$18.25-$24.88

59,691

3 years

$
21.09

41,779

$
20.74$29.63-$35.94

992,375

6.6 years

$
33.52

338,189

$
33.34$37.81-$41.00

233,000

8 years

$
40.55

46,600

$
40.55$45.90-46.51

283,000

9 years

$
45.97

28,300

$
45.97$48.70-55.25

220,655

10 years

$
49.75



$



13. 401K Savings Plan

CenterPoint Properties Trust Savings and Retirement Plan (the "Plan") was established to cover eligible employees of the Company. Under the Plan eligible
employees may elect to enter into an agreement with the Company to defer a percentage of their compensation up to the annual limit set by the Internal Revenue Service. Employees may elect to
participate at the beginning of each quarter subsequent to achieving 30 days of service. Company matching contributions are made after completion of one year of service. The Company may make a
matching contribution equal to a discretionary percentage of the Participants' salary reductions. The Company contributed 50 percent of the first 8 percent per pay period for the years
ended December 31, 2002, 2001, and 2000. Participants direct the investment of all contributions into various options offered by the Plan. The Company incurred expense of approximately $274,
$234 and $190 in each year, respectively.

14. Impairment of Assets and Asset Held for Sale

CenterPoint sold 37.5% of its tenancy in common interest in the 621 acre rail yard leased to the BNSF in the fourth quarter of 2002 and has contracted to sell its
remaining interest within the next year. Therefore this asset is held for sale at the end of December 31, 2002. Net income (loss) (property revenues less real estate taxes, property operating
and leasing expenses, property specific interest expense and depreciation and amortization) related to the property held for sale as of December 31, 2002 was ($599) for the year ended
December 31, 2002 and there was no operating activity for this property in prior periods.

F-31

---

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

At
December 31, 2001, the Company had an office property held for sale. This property was the former headquarters of HALO Industries, Inc. (HALO) and is located at 5800
Touhy Avenue in Niles, Illinois. The bankruptcy of HALO caused a reduction in the property value and on December 12, 2001 the Company announced its intention to sell the property. Accordingly,
the Company recognized a $37,994 impairment of this asset based on management's estimate of the fair value of the asset less costs to dispose in accordance with FAS 121. Prior to the Company's
decision to sell the property, the Company estimated that future undiscounted cash flows were sufficient to recover the carrying value of the building. Net income (property revenues less real estate
taxes, property operating and leasing expenses, and depreciation and amortization) related to the property held for sale as of December 31, 2001 was approximately $5,325 and $1,672 for the
twelve months ended December 31, 2001 and 2000 respectively.

CenterPoint
has $3,676 outstanding in trade accounts receivable due from HALO. The Company has pursued a claim in bankruptcy for the value of the HALO lease, which is approximately
$28,000. The Company is uncertain as to the collectibility of the claim and has therefore not recorded any further recovery in excess of the Company's accounts receivable balances.

F-32

---

15. Income Taxes

In 2002, 2001 and 2000, because CenterPoint qualified as a REIT and distributed all of its taxable ordinary and capital gain net income, it incurred no federal
income tax liability. The differences between taxable income as reported on CenterPoint's tax return (estimated 2002 and actual 2001 and 2000) and consolidated net income are reported here as follows:

|                                                                                     |                                                                         | 2002
Estimate |        | 2001
Actual |   | 2000
Actual |        
|------------------------------------------------------------------------------------ | ----------------------------------------------------------------------- | ------------- | ------ | ----------- | - | ----------- | -------
|Net income                                                                           |                                                                         | $             | 75,392 |             | $ | 27,997      |        
|                                                                                     | Less: (Net income) loss of CRS, Taxable REIT subsidiary, included above |               |        | (5,438      | ) |             | (1,759 
|                                                                                     |                                                                         |               |        |             |   |             |        
|Net income from REIT operations                                                      |                                                                         |               | 69,954 |             |   | 26,238      |        
|                                                                                     | Add: Impairment of asset held for sale                                  |               |        | 1,228       |   |             | 37,994 
|                                                                                     | Less: Straight-line rent (excluding CRS)                                |               |        | (1,818      | ) |             | (4,368 
|                                                                                     | Add: Book depreciation and amortization (excluding CRS)                 |               |        | 32,830      |   |             | 33,966 
|                                                                                     | Less: Tax depreciation and amortization                                 |               |        | (26,807     | ) |             | (26,897
|                                                                                     | Less: Book gain on sale of real estate (excluding CRS)                  |               |        | (37,969     | ) |             | (24,994
|                                                                                     | Add: Tax (loss) gain on sale of real estate                             |               |        | (27,169     | ) |             | 10,638 
|                                                                                     | Add / (less): Other book/tax differences, net                           |               |        | (2,602      | ) |             | 2,636  
|                                                                                     |                                                                         |               |        |             |   |             |        
|Taxable income before adjustements                                                   |                                                                         |               | 7,647  |             |   | 55,213      |        
|                                                                                     | Less: Capital gains                                                     |               |        |            |   |             | (9,873 
|                                                                                     |                                                                         |               |        |             |   |             |        
|Taxable ordinary income before adjustments subject to 90%, 90% and 95%, respectively |                                                                         | $             | 7,647  |             | $ | 45,340      |        
|                                                                                     |                                                                         |               |        |             |   |             |        

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

2002

2001

2000Ordinary income

$
0.01

0.40
%
$
1.62

77.3
%
$
1.48

73.7
%Return of capital


2.30

99.6
%



0.0
%

0.04

2.2
%Capital gains




0.0
%

0.31

14.6
%

0.25

12.5
%Unrecaptured Section 1250 gains




0.0
%

0.17

8.1
%

0.23

11.6
%$
2.31

100.0
%
$
2.10

100.0
%
$
2.01

100.0
%


F-33

---

Due
to the consolidation of CRS, the Company has recorded a (provision) benefit for income taxes in 2002 and 2001 as a separate line item in the statement of operations. Prior to 2001
this provision was reflected in equity in income from affiliate. The components of income tax (expense) benefit are as follows:

Years EndedDecember 31, 2002

December 31, 2001Current:Federal

$
(1,380
)
$
426State


(56
)

99Deferred:Federal


(1,472
)

499State


(341
)

115$
(3,249
)
$
1,139


Deferred
income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities. Deferred tax assets (liabilities) include the following as of
December 31, 2002 and December 31, 2001:

December 31, 2002

December 31, 2001Fixed assets

$
(2,531
)
$
295Intangible assets


293


207Investment in partnerships


(532
)

(1,064
)Accrued expenses


127


58Prepaid rents


45


64Straight-line rent


(146
)

(123
)Disallowed interest


1,759


1,391Net deferred tax asset/(liability)

$
(985
)
$
828


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

Years EndedDecember 31, 2002

December 31, 2001Tax benefit (expense) at Federal rate

$
(2,954
)
$
985State tax benefit (expense), net of Federal benefit (expense)


(262
)

140Tax exempt interest income


237Gain on sale of assets


(364
)Other


94


14$
(3,249
)
$
1,139


F-34

---

In
2002, the provision for income taxes is comprised of the above expense of $3,249 less a reclassification of $26 for the taxes associated with the income from operations of sold
properties which is included in discontinued operations. Additionally, in 2001, the provision for
income tax expense is comprised of the above benefit of $1,139 plus a reclassification of $3 for the taxes associated with the income from operations of sold properties which is included in
discontinued operations.

16. Future Rental Revenues

Under existing noncancelable operating lease agreements as of December 31, 2002, tenants of the warehouse/industrial properties are committed to pay in
aggregate the following minimum rentals:

2003

$
91,9642004


80,8652005


67,4062006


54,7612007


43,020Thereafter


103,201Total

$
441,217


17. Supplemental Information to Statements of Cash Flows

Year Ended December 31,2002

2001

2000Supplemental disclosure of cash flow information:Interest paid, net of interest capitalized

$
25,283

$
31,190

$
18,153Interest capitalized


8,444


7,154


3,404Dividends 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

$
(129,247
)
$
(69,899
)
$
(134,933
)Mortgage notes payable


13,810


800


(851
)Tax-exempt debt


3,530





Liabilities, net of other assets


1,847


2,230


5,049Acquisition of real estate

$
(110,060
)
$
(66,869
)
$
(130,735
)


F-35

---

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

Disposal of real estate

$
194,212

$
122,672

$
113,497Mortgage notes payable assumed by buyers


(33,737
)

(21,332
)

Mortgage financing provided to buyers


(9,029
)

(14,642
)

(7,200
)Net other assets (liabilities) assumed by buyers


11,754


(5,737
)

4,675Disposition of real estate

$
163,200

$
80,961

$
110,972


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

As
part of the June 4, 2002 early vesting of stock grants mentioned in Note 12, the Company withheld shares (based on employees' elections) with a fair value of $1,044 in
order to pay employee related taxes based on the statutory rate. These shares were retired.

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

Investment in real estate

$
(60,639
)Accumulated depreciation


702Mortgage notes receivable


(3,322
)Investment in CenterPoint Venture, LLC


(8,832
)Construction line of credit


4,133Notes payable to affiliateCenterPoint


60,630Investment in affiliate


1,533Liabilities, net of other assets


5,946Acquisition of CRS, net of cash received

$
151


18. Related Party Transactions

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

A
portfolio of 15 of the 28 properties acquired in 2002 were purchased for $44,435 from CalEast Industrial Investors, LLC, with which CenterPoint also has a joint venture (CenterPoint
Venture LLC, which is described in Note 6 below).

F-36

---



18. Related Party Transactions (Continued)

During 2002, the Company completed the securitization of the Burlington Northern Santa Fe land lease (further described in Note 9. Long Term Debt)
for a portion of CenterPoint Intermodal Center using Legg Mason, an investment banking firm that employs a Trustee of the Company. The Company believes this relationship does not compromise the
Trustee's independence.

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

The
Company earned fees from the Venture totaling $503, 752 and $769 for acquisitions, administrative services and for property management services for the years ended
December 31, 2002, 2001 and 2000, respectively. At December 31, 2002, 2001 and 2000, the Company had $104, $165 and $430 receivable for these fees.

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

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

19. Commitments and Contingencies

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

The
Company is involved in recovery efforts under the terms of its commercial office lease with HALO, Inc., who claimed bankruptcy in July of 2001. The Company is pursuing a claim
in bankruptcy for the value of the HALO lease, which is approximately $28,000. The Company is uncertain as to the collectibility of the claim and has therefore not recorded any further recovery in
excess of the Company's accounts receivable balances ($3,676).

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

At
December 31, 2001, three of the properties owned are subject to purchase options held by certain tenants. The purchase options are exercisable at various intervals through 2027
for amounts that are greater than the net book value of the assets.

20. Subsequent Events

On January 15, 2003, the Company paid off its outstanding $150.0 million senior unsecured notes, which were at a rate of 7.9% upon maturity with
proceeds from its line of credit.

F-37

---

On
February 6, 2003, CalEast, CenterPoint's partner in CenterPoint Venture, invested approximately $108,950 in six properties leased to Home Depot, totaling 2.6 million
square feet, and the Company funded $78,206 of this investment in the form of a note receivable with proceeds from its line of credit. The buildings are newly constructed, state of the art
distribution centers and truck terminals located in the major markets of New York, Los Angeles, Dallas, Houston, Orlando and Seattle. Home Depot has an investment grade rating of "AA" and a market
capitalization of approximately $70 billion.

21. Quarterly Financial Highlights (Unaudited)

The following table reflects the results of operations for the Company during the four quarters of 2002 and 2001 (dollars in thousands, except unit and per share
data).

As
discussed in Note 3 to the consolidated financial statements, on January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." FAS No. 144 retains the basic provisions of Opinion 30 for the presentation of discontinued
operations in the income statement but broadens that presentation to include a component of an entity (rather than a segment of a business). A component of an entity comprises operations and cash
flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity. For purposes of applying FAS No. 144, the Company considers each
operating property to be a component unit. Accordingly, operations of such properties sold or classified as held for sale after December 31, 2001

F-38

---

will be shown as discontinued operations. In addition, operations for such properties for all prior periods presented will be required to be reclassified to discontinued operations.

|                                                                                                        |                                                       | Quarter ended
|------------------------------------------------------------------------------------------------------- | ----------------------------------------------------- | -------------
|
|Total revenues                                                                                          |                                                       | $            
|Operating income                                                                                        |                                                       |              
|Gain on sale of real estate                                                                             |                                                       |              
|Income from continuing operations                                                                       |                                                       |              
|Discontinued operations                                                                                 |                                                       |              
|                                                                                                        | Gain on sale, net of tax                              |              
|                                                                                                        | Income from operations of sold properties, net of tax |              
|Income before extraordinary item                                                                        |                                                       |              
|Net income available to common shareholders                                                             |                                                       |              
|Per share income available to common shareholders before discontinued operations and extraordinary item |                                                       |              
|                                                                                                        |                                                       | Basic        
|                                                                                                        |                                                       | Diluted      
|Per share income available to common shareholders before extraordinary item                             |                                                       |              
|                                                                                                        |                                                       | Basic        
|                                                                                                        |                                                       | Diluted      
|Per share net income available to common shareholders                                                   |                                                       |              
|                                                                                                        |                                                       | Basic        
|                                                                                                        |                                                       | Diluted      
|Distributions per common share                                                                          |                                                       | $            

F-39

---

|                                                                                                        |                                                       | Quarter ended |       
|------------------------------------------------------------------------------------------------------- | ----------------------------------------------------- | ------------- | ------
|
|Total revenues                                                                                          |                                                       | $             | 38,954
|Operating income                                                                                        |                                                       |               | 6,632 
|Gain on sale of real estate                                                                             |                                                       |               | 7,605 
|Income from continuing operations                                                                       |                                                       |               | 14,721
|Discontinued operations                                                                                 |                                                       |               |       
|                                                                                                        | Gain on sale, net of tax                              |               |       
|                                                                                                        | Income from operations of sold properties, net of tax |               |       
|Income before extraordinary item                                                                        |                                                       |               | 15,646
|Net income available to common shareholders                                                             |                                                       |               | 11,508
|Per share income available to common shareholders before discontinued operations and extraordinary item |                                                       |               |       
|                                                                                                        |                                                       | Basic         |       
|                                                                                                        |                                                       | Diluted       |       
|Per share income available to common shareholders before extraordinary item                             |                                                       |               |       
|                                                                                                        |                                                       | Basic         |       
|                                                                                                        |                                                       | Diluted       |       
|Per share net income available to common shareholders                                                   |                                                       |               |       
|                                                                                                        |                                                       | Basic         |       
|                                                                                                        |                                                       | Diluted       |       
|Distributions per common share                                                                          |                                                       | $             | 0.53  

F-40

---



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 18, 2003 appearing in this Annual Report on Form 10-K also included
an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material
respects, the information set forth therein when read in conjunction with the related consolidated financial statements.



Chicago,
Illinois
February 18, 2003

F-41

---



SCHEDULE II

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

|Description                       |                                 | Beginning
Balance |   | Charge to cost and
Expenses |  | Recoveries |       | Deductions(a) |   | Ending
Balance
|--------------------------------- | ------------------------------- | ----------------- | - | --------------------------- |  | ---------- | ----- | ------------- | - | --------------
|For year ended December 31, 2002: |                                 |                   |   |                             |  |            |       |               |   |               
|                                  | Allowance for doubtful accounts |                   | $ | 1,617                       |  | $          | 1,137 |               | $ |              
|                                  |                                 |                   |   |                             |  |            |       |               |   |               
|For year ended December 31, 2001: |                                 |                   |   |                             |  |            |       |               |   |               
|                                  | Allowance for doubtful accounts |                   | $ | 505                         |  | $          | 1,439 |               | $ |              
|                                  |                                 |                   |   |                             |  |            |       |               |   |               
|For year ended December 31, 2000: |                                 |                   |   |                             |  |            |       |               |   |               
|                                  | Allowance for doubtful accounts |                   | $ | 731                         |  | $          | 430   |               | $ |              
|                                  |                                 |                   |   |                             |  |            |       |               |   |               

---

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

F-42

---



Schedule III

CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2002

|                                              |  |  |  |   |       |  |   | Costs Capitalized
Subsequent to Acquisition |  | Gross Amounts at Which
Carried at Close of Period |     |  |   |        |  |   |       |  |   | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed | 
|--------------------------------------------- |  |  |  | - | ----- |  | - | ------------------------------------------- |  | ------------------------------------------------- | --- |  | - | ------ |  | - | ----- |  | - | ------------------------------------------------------------------- | 
|
|
|Warehouse/industrial properties:              |  |  |  |   |       |  |   |                                             |  |                                                   |     |  |   |        |  |   |       |  |   |                                                                     | 
|425 West 151st Street
East Chicago, IN        |  |  |  | $ | 252   |  | $ | 1,805                                       |  | $                                                 | 33  |  | $ | 5,832  |  | $ | 1,155 |  | $ | 285                                                                 | 
|201 Mississippi Street
Gary, IN               |  |  |  |   | 807   |  |   | 9,948                                       |  |                                                   | 278 |  |   | 24,395 |  |   |       |  |   | 1,085                                                               | 
|1201 Lunt Avenue
Elk Grove Village, IL        |  |  |  |   | 57    |  |   | 146                                         |  |                                                   | 1   |  |   | 18     |  |   |       |  |   | 58                                                                  | 
|620 Butterfield Road
Mundelein, IL            |  |  |  |   | 335   |  |   | 1,974                                       |  |                                                   | 61  |  |   | 382    |  |   |       |  |   | 396                                                                 | 
|1319 Marquette Drive
Romeoville, IL           |  |  |  |   | 948   |  |   | 2,530                                       |  |                                                   |     |  |   | 274    |  |   |       |  |   | 948                                                                 | 
|900 E. 103rd Street
Chicago, IL               |  |  |  |   | 2,226 |  |   | 10,693                                      |  |                                                   |     |  |   | 8,786  |  |   |       |  |   | 2,226                                                               | 
|1850 Greenleaf
Elk Grove Village, IL          |  |  |  |   | 509   |  |   | 1,386                                       |  |                                                   |     |  |   | 399    |  |   |       |  |   | 509                                                                 | 
|5990 Touhy Avenue
Niles, IL                   |  |  |  |   | 2,047 |  |   | 8,509                                       |  |                                                   |     |  |   | 2,592  |  |   |       |  |   | 2,047                                                               | 
|1400 Busse Road
Elk Grove Village, IL         |  |  |  |   | 439   |  |   | 5,719                                       |  |                                                   |     |  |   | 495    |  |   |       |  |   | 439                                                                 | 
|1250 Carolina Drive
West Chicago, IL          |  |  |  |   | 583   |  |   | 3,836                                       |  |                                                   |     |  |   | 197    |  |   |       |  |   | 583                                                                 | 
|5619 West 115th Street
Alsip, IL              |  |  |  |   | 2,267 |  |   | 12,169                                      |  |                                                   |     |  |   | 2,076  |  |   |       |  |   | 2,267                                                               | 
|825 Tollgate Road
Elgin, IL                   |  |  |  |   | 712   |  |   | 3,584                                       |  |                                                   |     |  |   | 158    |  |   |       |  |   | 712                                                                 | 
|720 Frontenac
Naperville, IL                  |  |  |  |   | 1,014 |  |   | 4,055                                       |  |                                                   | 22  |  |   | 263    |  |   |       |  |   | 1,036                                                               | 
|820 Frontenac
Naperville, IL                  |  |  |  |   | 906   |  |   | 3,626                                       |  |                                                   |     |  |   | 187    |  |   |       |  |   | 906                                                                 | 
|1120 Frontenac
Naperville, IL                 |  |  |  |   | 791   |  |   | 3,164                                       |  |                                                   | 23  |  |   | 823    |  |   |       |  |   | 814                                                                 | 
|1510 Frontenac
Naperville, IL                 |  |  |  |   | 621   |  |   | 2,485                                       |  |                                                   | 16  |  |   | 100    |  |   |       |  |   | 637                                                                 | 
|1020 Frontenac
Naperville, IL                 |  |  |  |   | 591   |  |   | 2,363                                       |  |                                                   | 11  |  |   | 497    |  |   |       |  |   | 602                                                                 | 
|1560 Frontenac
Naperville, IL                 |  |  |  |   | 508   |  |   | 2,034                                       |  |                                                   | 12  |  |   | 212    |  |   |       |  |   | 520                                                                 | 
|920 Frontenac
Naperville, IL                  |  |  |  |   | 717   |  |   | 2,367                                       |  |                                                   |     |  |   | 616    |  |   |       |  |   | 717                                                                 | 
|900 W. University Drive
Arlington Heights, IL |  |  |  |   | 817   |  |   | 3,268                                       |  |                                                   | 17  |  |   | 96     |  |   |       |  |   | 834                                                                 | 
|745 Birginal Drive
Bensenville, IL            |  |  |  |   | 601   |  |   | 2,406                                       |  |                                                   | 1   |  |   | 498    |  |   |       |  |   | 602                                                                 | 
|21399 Torrence Avenue
Sauk Village, IL        |  |  |  |   | 1,550 |  |   | 6,199                                       |  |                                                   | 565 |  |   | 707    |  |   |       |  |   | 2,115                                                               | 
|2600 N. Elmhurst Road
Elk Grove Village, IL.  |  |  |  |   | 842   |  |   | 3,366                                       |  |                                                   | 1   |  |   | 46     |  |   |       |  |   | 843                                                                 | 

F-43

---

|                                                 |  |  |  |       |  |        |  | Costs Capitalized
Subsequent to Acquisition |   | Gross Amounts at Which
Carried at Close of Period |   |     |  |       |  |        |  |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed |  
|------------------------------------------------ |  |  |  | ----- |  | ------ |  | ------------------------------------------- | - | ------------------------------------------------- | - | --- |  | ----- |  | ------ |  | ------ |  | ------------------------------------------------------------------- | -
|
|
|Warehouse/industrial properties:                 |  |  |  |       |  |        |  |                                             |   |                                                   |   |     |  |       |  |        |  |        |  |                                                                     |  
|8901 W. 102nd Street
Pleasant Prairie, WI        |  |  |  | 900   |  | 3,608  |  |                                             |   | 51                                                |   |     |  | 900   |  | 3,659  |  | 4,559  |  | (950                                                                | )
|8200 100th Street
Pleasant Prairie, WI           |  |  |  | 1,220 |  | 4,890  |  |                                             |   | 37                                                |   |     |  | 1,220 |  | 4,927  |  | 6,147  |  | (1,285                                                              | )
|10601 Seymour Avenue
Franklin Park, IL           |  |  |  | 2,020 |  | 8,081  |  | 184                                         |   | 13,447                                            |   |     |  | 2,204 |  | 21,528 |  | 23,732 |  | (3,845                                                              | )
|11701 South Central
Alsip, IL                    |  |  |  | 1,241 |  | 4,964  |  | 22                                          |   | 1,461                                             |   |     |  | 1,263 |  | 6,425  |  | 7,688  |  | (1,379                                                              | )
|11601 South Central
Alsip, IL                    |  |  |  | 1,071 |  | 4,285  |  | 53                                          |   | 1,382                                             |   |     |  | 1,124 |  | 5,667  |  | 6,791  |  | (1,191                                                              | )
|850 Arthur Avenue
Elk Grove Village, IL          |  |  |  | 270   |  | 1,081  |  | 2                                           |   | 741                                               |   |     |  | 272   |  | 1,822  |  | 2,094  |  | (321                                                                | )
|1827 North Bendix Drive
South Bend, IN           |  |  |  | 1,010 |  | 4,040  |  | 24                                          |   | 185                                               |   |     |  | 1,034 |  | 4,225  |  | 5,259  |  | (945                                                                | )
|4400 S. Kolmar
Chicago, IL                       |  |  |  | 603   |  | 2,412  |  | 9                                           |   | 623                                               |   |     |  | 612   |  | 3,035  |  | 3,647  |  | (602                                                                | )
|6600 River Road
Hodgkins, IL                     |  |  |  | 2,640 |  | 10,562 |  | 47                                          |   | 928                                               |   |     |  | 2,687 |  | 11,490 |  | 14,177 |  | (2,398                                                              | )
|7501 N. 81st Street
Milwaukee, WI                |  |  |  | 1,018 |  | 4,073  |  | 19                                          |   | 83                                                |   |     |  | 1,037 |  | 4,156  |  | 5,193  |  | (873                                                                | )
|1100 Chase Avenue
Elk Grove Village, IL          |  |  |  | 248   |  | 993    |  | 7                                           |   | 246                                               |   |     |  | 255   |  | 1,239  |  | 1,494  |  | (271                                                                | )
|2553 N. Edgington
Franklin Park, IL              |  |  |  | 1,870 |  | 7,481  |  | 67                                          |   | 2,274                                             |   |     |  | 1,937 |  | 9,755  |  | 11,692 |  | (1,857                                                              | )
|875 Fargo Avenue
Elk Grove Village, IL           |  |  |  | 572   |  | 2,284  |  | 14                                          |   | 1,078                                             |   |     |  | 586   |  | 3,362  |  | 3,948  |  | (680                                                                | )
|1800 Bruning Drive
Itasca, IL                    |  |  |  | 1,999 |  | 7,995  |  | (1,193                                      | ) | (7,995                                            | ) |     |  | 806   |  |       |  | 806    |  |                                                                     |  
|1501 Pratt Avenue
Elk Grove Village, IL          |  |  |  | 1,047 |  | 4,189  |  | 72                                          |   | 600                                               |   |     |  | 1,119 |  | 4,789  |  | 5,908  |  | (973                                                                | )
|400 N. Wolf Road
Northlake, IL                   |  |  |  | 4,504 |  | 18,017 |  | (996                                        | ) | 11,877                                            |   |     |  | 3,508 |  | 29,894 |  | 33,402 |  | (5,504                                                              | )
|425 South 37th Avenue
St. Charles, IL            |  |  |  | 644   |  | 2,575  |  | 7                                           |   | 260                                               |   |     |  | 651   |  | 2,835  |  | 3,486  |  | (555                                                                | )
|Lot 51-Naperville Business Center
Naperville, IL |  |  |  | 210   |  |        |  |                                             |   | 20                                                |   |     |  | 210   |  | 20     |  | 230    |  | (4                                                                  | )
|3145 Central Avenue
Waukegan, IL                 |  |  |  | 1,270 |  | 5,080  |  | 20                                          |   | 2,263                                             |   |     |  | 1,290 |  | 7,343  |  | 8,633  |  | (1,296                                                              | )
|2003-2207 South 114th Street
West Allis, WI      |  |  |  | 942   |  | 3,770  |  | 7                                           |   | 282                                               |   |     |  | 949   |  | 4,052  |  | 5,001  |  | (720                                                                | )
|2801 S. Busse Road
Elk Grove Village, IL         |  |  |  | 1,875 |  | 7,556  |  | 12                                          |   | 601                                               |   | 107 |  | 1,887 |  | 8,264  |  | 10,151 |  | (1,505                                                              | )
|7447 South Central Avenue
Bedford Park, IL       |  |  |  | 437   |  | 1,748  |  | 8                                           |   | 124                                               |   |     |  | 445   |  | 1,872  |  | 2,317  |  | (330                                                                | )
|7525 S. Sayre Avenue
Bedford Park, IL            |  |  |  | 587   |  | 2,345  |  | 5                                           |   | 649                                               |   |     |  | 592   |  | 2,994  |  | 3,586  |  | (495                                                                | )
|1 Allsteel Drive
Aurora, IL                      |  |  |  | 2,458 |  | 9,832  |  | (252                                        | ) | 9,437                                             |   |     |  | 2,206 |  | 19,269 |  | 21,475 |  | (3,158                                                              | )
|2525 Busse Highway
Elk Grove Village, IL         |  |  |  | 5,400 |  | 12,601 |  | (727                                        | ) | 9,434                                             |   |     |  | 4,673 |  | 22,035 |  | 26,708 |  | (3,738                                                              | )

F-44

---

|                                               |  |  |  |       |  |        |  | Costs Capitalized
Subsequent to Acquisition |   | Gross Amounts at Which
Carried at Close of Period |  |     |  |       |  |        |  |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed |  
|---------------------------------------------- |  |  |  | ----- |  | ------ |  | ------------------------------------------- | - | ------------------------------------------------- |  | --- |  | ----- |  | ------ |  | ------ |  | ------------------------------------------------------------------- | -
|
|
|Warehouse/industrial properties:               |  |  |  |       |  |        |  |                                             |   |                                                   |  |     |  |       |  |        |  |        |  |                                                                     |  
|106th and Buffalo Avenue
Chicago, IL           |  |  |  | 248   |  | 992    |  | 9                                           |   | 741                                               |  |     |  | 257   |  | 1,733  |  | 1,990  |  | (367                                                                | )
|2701 S. Busse Road
Elk Grove Village, IL       |  |  |  | 1,875 |  | 5,667  |  | 4                                           |   | 1,678                                             |  | 255 |  | 1,879 |  | 7,600  |  | 9,479  |  | (1,193                                                              | )
|East Avenue and 55th Street
McCook, IL         |  |  |  | 1,190 |  | 4,761  |  | (1,190                                      | ) | 1,082                                             |  |     |  | 0     |  | 5,843  |  | 5,843  |  | (383                                                                | )
|6757 S. Sayre
Bedford Park, IL                 |  |  |  | 1,236 |  | 4,945  |  | 7                                           |   | 177                                               |  |     |  | 1,243 |  | 5,122  |  | 6,365  |  | (846                                                                | )
|1355 Enterprise Drive
Romeoville, IL           |  |  |  | 580   |  | 2,320  |  | 8                                           |   | 519                                               |  |     |  | 588   |  | 2,839  |  | 3,427  |  | (492                                                                | )
|1475 S. 101st Street
West Allis, WI            |  |  |  | 331   |  | 1,323  |  | 1                                           |   | 85                                                |  |     |  | 332   |  | 1,408  |  | 1,740  |  | (221                                                                | )
|1333 Grandview Drive
Yorkville, WI             |  |  |  | 1,516 |  | 6,062  |  | 5                                           |   | 21                                                |  |     |  | 1,521 |  | 6,083  |  | 7,604  |  | (966                                                                | )
|2301 Route 30
Plainfield, IL                   |  |  |  | 1,217 |  | 4,868  |  | (60                                         | ) | 2,381                                             |  |     |  | 1,157 |  | 7,249  |  | 8,406  |  | (1,059                                                              | )
|1796 Sherwin Avenue
Des Plaines, IL            |  |  |  | 944   |  | 3,778  |  | 12                                          |   | 1,044                                             |  |     |  | 956   |  | 4,822  |  | 5,778  |  | (796                                                                | )
|2727 W. Diehl Road
Naperville, IL              |  |  |  | 3,071 |  | 14,232 |  | 5                                           |   | 398                                               |  |     |  | 3,076 |  | 14,630 |  | 17,706 |  | (2,320                                                              | )
|O'Hare Express CenterA2
Elk Grove Village, IL |  |  |  | 1,097 |  | 7,060  |  |                                             |   | 335                                               |  | 110 |  | 1,097 |  | 7,505  |  | 8,602  |  | (1,355                                                              | )
|O'Hare Express CenterB1
Elk Grove Village, IL |  |  |  | 1,682 |  | 10,500 |  |                                             |   | 1,084                                             |  | 96  |  | 1,682 |  | 11,680 |  | 13,362 |  | (2,203                                                              | )
|O'Hare ExpressB2
Elk Grove Village, IL        |  |  |  | 1,618 |  | 6,287  |  |                                             |   | 5,198                                             |  | 328 |  | 1,618 |  | 11,813 |  | 13,431 |  | (1,849                                                              | )
|O'Hare ExpressC
Elk Grove Village, IL         |  |  |  | 2,603 |  | 12,117 |  |                                             |   | 165                                               |  | 50  |  | 2,603 |  | 12,332 |  | 14,935 |  | (1,266                                                              | )
|2021 Lunt Avenue
Elk Grove Village, IL         |  |  |  | 464   |  | 1,855  |  | 8                                           |   | 168                                               |  |     |  | 472   |  | 2,023  |  | 2,495  |  | (311                                                                | )
|200 Champion Dr.
North Lake, IL                |  |  |  | 467   |  | 5,645  |  |                                             |   |                                                   |  | 87  |  | 467   |  | 5,732  |  | 6,199  |  | (913                                                                | )
|745 Dillon Drive
Wood Dale, IL                 |  |  |  | 645   |  | 2,820  |  |                                             |   | 51                                                |  |     |  | 645   |  | 2,871  |  | 3,516  |  | (400                                                                | )
|1030 Fabyan Parkway
Batavia, IL                |  |  |  | 1,206 |  | 5,144  |  |                                             |   | 133                                               |  |     |  | 1,206 |  | 5,277  |  | 6,483  |  | (765                                                                | )
|4700 Ironwood Drive
Franklin, WI               |  |  |  | 419   |  | 3,415  |  | 11                                          |   | 53                                                |  |     |  | 430   |  | 3,468  |  | 3,898  |  | (511                                                                | )
|2601 Bond Street
University Park, IL           |  |  |  | 380   |  | 1,527  |  | 8                                           |   | 60                                                |  |     |  | 388   |  | 1,587  |  | 1,975  |  | (227                                                                | )
|201 Oakton
Des Plaines, IL                     |  |  |  | 838   |  | 3,351  |  | 8                                           |   | 1,962                                             |  |     |  | 846   |  | 5,313  |  | 6,159  |  | (706                                                                | )
|3601 Runge Avenue
Franklin Park, IL            |  |  |  | 541   |  | 2,180  |  | 3                                           |   | 178                                               |  |     |  | 544   |  | 2,358  |  | 2,902  |  | (327                                                                | )
|3400 N. Powell
Franklin Park, IL               |  |  |  | 812   |  | 3,277  |  | 3                                           |   | 49                                                |  |     |  | 815   |  | 3,326  |  | 4,141  |  | (474                                                                | )
|11440 West Addison
Franklin Park, IL           |  |  |  | 540   |  | 2,200  |  | 3                                           |   | 187                                               |  |     |  | 543   |  | 2,387  |  | 2,930  |  | (335                                                                | )
|3434 N. Powell
Franklin Park, IL               |  |  |  | 429   |  | 1,723  |  | 3                                           |   | 201                                               |  |     |  | 432   |  | 1,924  |  | 2,356  |  | (281                                                                | )

F-45

---

|                                          |  |   |       |  |       |  |       | Costs Capitalized
Subsequent to Acquisition |     | Gross Amounts at Which
Carried at Close of Period |        |  |     |  |       |  |        |  |        | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed |       
|----------------------------------------- |  | - | ----- |  | ----- |  | ----- | ------------------------------------------- | --- | ------------------------------------------------- | ------ |  | --- |  | ----- |  | ------ |  | ------ | ------------------------------------------------------------------- | ------
|
|
|Warehouse/industrial properties:          |  |   |       |  |       |  |       |                                             |     |                                                   |        |  |     |  |       |  |        |  |        |                                                                     |       
|7633 S. Sayre
Bedford Park                |  |   |       |  | 167   |  | 700   |                                             | 4   |                                                   | 99     |  |     |  | 171   |  | 799    |  | 970    |                                                                     | (106  
|1999 N. Ruby
Franklin Park, IL            |  |   |       |  | 402   |  | 1,615 |                                             | 3   |                                                   | 299    |  |     |  | 405   |  | 1,914  |  | 2,319  |                                                                     | (261  
|11550 W. King Drive
Franklin Park, IL     |  |   |       |  | 320   |  | 1,303 |                                             | 3   |                                                   | 140    |  |     |  | 323   |  | 1,443  |  | 1,766  |                                                                     | (199  
|7201 S. Leamington
Bedford Park, IL       |  |   |       |  | 340   |  | 1,697 |                                             | (4  | )                                                 | 249    |  |     |  | 336   |  | 1,946  |  | 2,282  |                                                                     | (256  
|1575 Executive Drive
Elgin, IL            |  |   |       |  | 240   |  | 964   |                                             | 3   |                                                   | 33     |  |     |  | 243   |  | 997    |  | 1,240  |                                                                     | (142  
|7200 S. Mason
Bedford Park, IL            |  |   |       |  | 1,037 |  | 4,286 |                                             | 3   |                                                   | 243    |  |     |  | 1,040 |  | 4,529  |  | 5,569  |                                                                     | (620  
|6000 W. 73rd
Bedford Park, IL             |  |   |       |  | 794   |  | 3,190 |                                             | 16  |                                                   | 384    |  |     |  | 810   |  | 3,574  |  | 4,384  |                                                                     | (468  
|28160 N. Keith
Lake Forest, IL            |  |   |       |  | 616   |  | 2,496 |                                             | 3   |                                                   | 63     |  |     |  | 619   |  | 2,559  |  | 3,178  |                                                                     | (364  
|28618 N. Ballard
Lake Forest, IL          |  |   |       |  | 469   |  | 1,943 |                                             | 3   |                                                   | 61     |  |     |  | 472   |  | 2,004  |  | 2,476  |                                                                     | (283  
|11400 W. Melrose Street
Franklin Park, IL |  |   |       |  | 168   |  | 43    |                                             | 3   |                                                   | 11     |  |     |  | 171   |  | 54     |  | 225    |                                                                     | (40   
|11801 S. Central
Alsip, IL                |  | $ | 3,863 |  | 1,592 |  | 6,367 |                                             | 2   |                                                   | 332    |  |     |  | 1,594 |  | 6,699  |  | 8,293  |                                                                     | (924  
|1808 Swift Dr.
Oak Brook, IL              |  |   |       |  | 475   |  | 2,620 |                                             | 675 |                                                   | 13,266 |  |     |  | 1,150 |  | 15,886 |  | 17,036 |                                                                     | (1,825
|5611 W. Mill Road
Milwaukee, WI           |  |   |       |  | 218   |  | 925   |                                             |     |                                                   | 43     |  |     |  | 218   |  | 968    |  | 1,186  |                                                                     | (121  
|100 W. Whitehall
Northlake, IL            |  |   |       |  | 578   |  | 7,791 |                                             |     |                                                   | 150    |  | 185 |  | 578   |  | 8,126  |  | 8,704  |                                                                     | (957  
|101 45th Street
Munster, IN               |  |   |       |  | 1,925 |  | 7,700 |                                             | 1   |                                                   | 64     |  |     |  | 1,926 |  | 7,764  |  | 9,690  |                                                                     | (949  
|250 W. 63rd Street
Westmont, IL           |  |   |       |  | 188   |  | 751   |                                             |     |                                                   | 24     |  |     |  | 188   |  | 775    |  | 963    |                                                                     | (90   
|22W760 Poss Street
Glen Ellyn, IL         |  |   |       |  | 286   |  | 1,145 |                                             |     |                                                   | 26     |  |     |  | 286   |  | 1,171  |  | 1,457  |                                                                     | (136  
|9714 S. Route 59
Naperville, IL           |  |   |       |  | 379   |  | 1,517 |                                             |     |                                                   | 32     |  |     |  | 379   |  | 1,549  |  | 1,928  |                                                                     | (180  
|1000 Swanson Dr.
Batavia, IL              |  |   |       |  | 211   |  | 846   |                                             |     |                                                   | 19     |  |     |  | 211   |  | 865    |  | 1,076  |                                                                     | (101  
|425 N. Villa Avenue
Villa Park, IL        |  |   |       |  | 325   |  | 1,300 |                                             |     |                                                   | 25     |  |     |  | 325   |  | 1,325  |  | 1,650  |                                                                     | (154  
|16951 State Street
South Holland, IL      |  |   |       |  | 397   |  | 1,589 |                                             |     |                                                   | 46     |  |     |  | 397   |  | 1,635  |  | 2,032  |                                                                     | (190  
|1207 S. Greenwood
Maywood, IL             |  |   |       |  | 10    |  | 40    |                                             |     |                                                   | 23     |  |     |  | 10    |  | 63     |  | 73     |                                                                     | (7    
|1336 W. Monee Rd.
Crete, IL               |  |   |       |  | 28    |  | 112   |                                             |     |                                                   | 27     |  |     |  | 28    |  | 139    |  | 167    |                                                                     | (16   
|10047 Virginia Avenue
Chicago Ridge, IL   |  |   |       |  | 240   |  | 960   |                                             |     |                                                   | 17     |  |     |  | 240   |  | 977    |  | 1,217  |                                                                     | (113  
|1140 W. Thorndale
Itasca, IL              |  |   |       |  | 374   |  | 1,497 |                                             | 1   |                                                   | 138    |  |     |  | 375   |  | 1,635  |  | 2,010  |                                                                     | (185  

F-46

---

|                                         |  |  |  |       |  |        |  | Costs Capitalized
Subsequent to Acquisition |  | Gross Amounts at Which
Carried at Close of Period |   |     |  |       |  |        |  |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed |  
|---------------------------------------- |  |  |  | ----- |  | ------ |  | ------------------------------------------- |  | ------------------------------------------------- | - | --- |  | ----- |  | ------ |  | ------ |  | ------------------------------------------------------------------- | -
|
|
|Warehouse/industrial properties:         |  |  |  |       |  |        |  |                                             |  |                                                   |   |     |  |       |  |        |  |        |  |                                                                     |  
|1705-1775 Hubbard Avenue
Batavia, IL     |  |  |  | 234   |  | 936    |  |                                             |  | 100                                               |   |     |  | 234   |  | 1,036  |  | 1,270  |  | (125                                                                | )
|900 Paramount Parkway
Batavia, IL        |  |  |  | 250   |  | 1,001  |  | 2                                           |  | 26                                                |   |     |  | 252   |  | 1,027  |  | 1,279  |  | (119                                                                | )
|918 Paramount Parkway
Batavia, IL        |  |  |  | 70    |  | 279    |  |                                             |  | 39                                                |   |     |  | 70    |  | 318    |  | 388    |  | (37                                                                 | )
|902 Paramount
Batavia, IL                |  |  |  | 99    |  | 394    |  |                                             |  | 37                                                |   |     |  | 99    |  | 431    |  | 530    |  | (52                                                                 | )
|950 Paramount Parkway
Batavia, IL        |  |  |  | 120   |  | 482    |  |                                             |  | 45                                                |   |     |  | 120   |  | 527    |  | 647    |  | (61                                                                 | )
|934 Paramount Parkway
Batavia, IL        |  |  |  | 82    |  | 326    |  |                                             |  | 22                                                |   |     |  | 82    |  | 348    |  | 430    |  | (41                                                                 | )
|1243-53 Naperville, Dr.
Romeoville, IL   |  |  |  | 526   |  | 2,102  |  |                                             |  | 92                                                |   |     |  | 526   |  | 2,194  |  | 2,720  |  | (250                                                                | )
|1200 Independence Blvd.
Romeoville, IL   |  |  |  | 342   |  | 1,367  |  |                                             |  | 51                                                |   |     |  | 342   |  | 1,418  |  | 1,760  |  | (161                                                                | )
|1265 Naperville Dr.
Romeoville, IL       |  |  |  | 571   |  | 2,285  |  | 1                                           |  | 115                                               |   |     |  | 572   |  | 2,400  |  | 2,972  |  | (275                                                                | )
|1287 Naperville Dr.
Romeoville, IL       |  |  |  | 440   |  | 1,760  |  |                                             |  | 18                                                |   |     |  | 440   |  | 1,778  |  | 2,218  |  | (207                                                                | )
|737 Fargo Ave.
Elk Grove Village, IL     |  |  |  | 460   |  | 1,841  |  | 12                                          |  | 88                                                |   |     |  | 472   |  | 1,929  |  | 2,401  |  | (213                                                                | )
|3511 W. Greentree Rd.
Milwaukee, WI      |  |  |  | 540   |  | 2,160  |  |                                             |  | 390                                               |   |     |  | 540   |  | 2,550  |  | 3,090  |  | (283                                                                | )
|951 Fargo Avenue
Elk Grove Village, IL   |  |  |  | 954   |  | 2,470  |  |                                             |  | 1,567                                             |   |     |  | 954   |  | 4,037  |  | 4,991  |  | (422                                                                | )
|6736 W. Washington
West Allis, WI        |  |  |  | 814   |  | 3,585  |  | 3                                           |  | 101                                               |   |     |  | 817   |  | 3,686  |  | 4,503  |  | (455                                                                | )
|301 E. Vienna
Milwaukee, WI              |  |  |  | 1,005 |  | 4,022  |  | 22                                          |  | (5                                                | ) |     |  | 1,027 |  | 4,017  |  | 5,044  |  | (444                                                                | )
|3602 N. Kennicott
Arlington Heights, IL  |  |  |  | 515   |  | 3,735  |  | 11                                          |  | 37                                                |   |     |  | 526   |  | 3,772  |  | 4,298  |  | (391                                                                | )
|317 W. Lake Street
Northlake, IL         |  |  |  | 2,735 |  | 10,940 |  |                                             |  | 1,193                                             |   |     |  | 2,735 |  | 12,133 |  | 14,868 |  | (1,246                                                              | )
|10801 W. Irving Park Rd
Chicago, IL      |  |  |  |       |  | 7,553  |  |                                             |  | 14                                                |   | 159 |  | 0     |  | 7,726  |  | 7,726  |  | (808                                                                | )
|3450 W. Touhy
Skokie, IL                 |  |  |  | 970   |  | 3,881  |  |                                             |  | 281                                               |   |     |  | 970   |  | 4,162  |  | 5,132  |  | (416                                                                | )
|11100 W. Silver Spring Rd.
Milwaukee, WI |  |  |  | 986   |  | 3,945  |  |                                             |  | 48                                                |   |     |  | 986   |  | 3,993  |  | 4,979  |  | (399                                                                | )
|875 Diggins Street
Harvard, IL           |  |  |  | 788   |  | 3,154  |  | 41                                          |  | 507                                               |   |     |  | 829   |  | 3,661  |  | 4,490  |  | (348                                                                | )
|3400 West Pratt
Lincolnwood, IL          |  |  |  | 1,638 |  | 6,554  |  | 22                                          |  | 3,760                                             |   |     |  | 1,660 |  | 10,314 |  | 11,974 |  | (920                                                                | )
|5200 Proviso Drive
Melrose Park, IL      |  |  |  | 52    |  | 208    |  |                                             |  | 299                                               |   |     |  | 52    |  | 507    |  | 559    |  | (42                                                                 | )
|5000 Proviso Drive
Melrose Park, IL      |  |  |  | 2,809 |  | 11,236 |  |                                             |  | 1,417                                             |   |     |  | 2,809 |  | 12,653 |  | 15,462 |  | (1,171                                                              | )

F-47

---

|                                              |  |       |  |       |  |        |  | Costs Capitalized
Subsequent to Acquisition |  | Gross Amounts at Which
Carried at Close of Period |  |     |  |       |  |        |  |        |   | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed |  
|--------------------------------------------- |  | ----- |  | ----- |  | ------ |  | ------------------------------------------- |  | ------------------------------------------------- |  | --- |  | ----- |  | ------ |  | ------ | - | ------------------------------------------------------------------- | -
|
|
|Warehouse/industrial properties:              |  |       |  |       |  |        |  |                                             |  |                                                   |  |     |  |       |  |        |  |        |   |                                                                     |  
|4700 Proviso Drive
Melrose Park, IL           |  |       |  | 3,168 |  | 12,673 |  |                                             |  | 603                                               |  |     |  | 3,168 |  | 13,276 |  | 16,444 |   | (1,239                                                              | )
|10700 Waveland Avenue
Franklin Park, IL       |  |       |  | 686   |  | 2,746  |  |                                             |  | 59                                                |  |     |  | 686   |  | 2,805  |  | 3,491  |   | (257                                                                | )
|5700 McDermott
Berkeley, IL                   |  |       |  | 270   |  | 1,080  |  |                                             |  | 631                                               |  |     |  | 270   |  | 1,711  |  | 1,981  |   | (266                                                                | )
|7000 Monroe Street
Willowbrook, IL            |  |       |  | 1,153 |  | 3,013  |  |                                             |  | 43                                                |  |     |  | 1,153 |  | 3,056  |  | 4,209  |   | (274                                                                | )
|16750 South Vincennes
South Holland, IL       |  | 4,025 |  | 1,178 |  | 4,710  |  |                                             |  | 335                                               |  |     |  | 1,178 |  | 5,045  |  | 6,223  |   | (445                                                                | )
|9700 S. Harlem Ave
Bridgeview, IL             |  |       |  | 576   |  | 2,304  |  |                                             |  | 41                                                |  |     |  | 576   |  | 2,345  |  | 2,921  |   | (211                                                                | )
|1810-1850 Northwestern Ave
Gurnee, IL         |  |       |  | 822   |  | 3,289  |  |                                             |  | 89                                                |  |     |  | 822   |  | 3,378  |  | 4,200  |   | (301                                                                | )
|3841 Swanson Court
Gurnee, IL                 |  |       |  | 623   |  | 2,493  |  |                                             |  | 83                                                |  |     |  | 623   |  | 2,576  |  | 3,199  |   | (233                                                                | )
|6600 Industrial Drive
Milwaukee, WI           |  |       |  | 500   |  | 2,000  |  |                                             |  | 422                                               |  |     |  | 500   |  | 2,422  |  | 2,922  |   | (198                                                                | )
|1221 Grandview Parkway
Yorkville, WI          |  |       |  | 660   |  | 2,641  |  |                                             |  | 12                                                |  |     |  | 660   |  | 2,653  |  | 3,313  |   | (218                                                                | )
|8877 Union Center Road
West Chester, OH       |  |       |  | 5,579 |  | 37,577 |  |                                             |  | 46                                                |  |     |  | 5,579 |  | 37,623 |  | 43,202 |   | (4,181                                                              | )
|500 Wall Street
Glendale Heights, IL          |  |       |  | 1,610 |  | 6,440  |  |                                             |  | 439                                               |  |     |  | 1,610 |  | 6,879  |  | 8,489  |   | (550                                                                | )
|115 W. Lake Street
Glendale Heights, IL       |  |       |  | 667   |  | 2,552  |  |                                             |  | 1,371                                             |  |     |  | 667   |  | 3,923  |  | 4,590  |   | (266                                                                | )
|600 W. Irving Park Road
Bensenville, IL 60106 |  |       |  | 163   |  | 652    |  | 2                                           |  | 344                                               |  |     |  | 165   |  | 996    |  | 1,161  |   | (62                                                                 | )
|145 Tower Road
Burr Ridge, IL                 |  |       |  | 463   |  | 1,851  |  |                                             |  | 337                                               |  |     |  | 463   |  | 2,188  |  | 2,651  |   | (135                                                                | )
|1311 Meacham Avenue
Itasca, IL                |  |       |  | 990   |  | 3,960  |  |                                             |  | 649                                               |  |     |  | 990   |  | 4,609  |  | 5,599  |   | (274                                                                | )
|7620 South 10th Street
Oak Creek, WI          |  | 2,076 |  | 620   |  | 2,480  |  | 20                                          |  | 726                                               |  |     |  | 640   |  | 3,206  |  | 3,846  |   | (173                                                                | )
|4000 S. Racine
Chicago, IL                    |  |       |  | 787   |  | 3,146  |  |                                             |  | 95                                                |  |     |  | 787   |  | 3,241  |  | 4,028  |   | (186                                                                | )
|2900 S. 160th Street
New Berlin, WI           |  |       |  | 1,070 |  | 4,280  |  |                                             |  | 103                                               |  |     |  | 1,070 |  | 4,383  |  | 5,453  |   | (241                                                                | )
|8100 100th Street
Pleasant Prairie, WI        |  |       |  | 348   |  | 1,395  |  |                                             |  | 17                                                |  |     |  | 348   |  | 1,412  |  | 1,760  |   | (71                                                                 | )
|6510 W. 73rd Street
Bedford Park, IL          |  |       |  | 1,592 |  | 6,369  |  |                                             |  | 28                                                |  |     |  | 1,592 |  | 6,397  |  | 7,989  |   | (320                                                                | )
|250 Mannheim Road
Northlake, IL               |  |       |  | 1,184 |  | 4,814  |  |                                             |  | 303                                               |  |     |  | 1,184 |  | 5,117  |  | 6,301  |   | (443                                                                | )
|800-850 Regency Drive
Glendale Heights, IL    |  |       |  | 572   |  | 2,288  |  |                                             |  | 90                                                |  | 572 |  | 2,378 |  | 2,950  |  | (79    | ) | 1987                                                                |  

F-48

---

|                                         |  |  |  |       |  |        |  | Costs Capitalized
Subsequent to Acquisition |  | Gross Amounts at Which
Carried at Close of Period |  |  |  |       |  |        |  |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed |  
|---------------------------------------- |  |  |  | ----- |  | ------ |  | ------------------------------------------- |  | ------------------------------------------------- |  |  |  | ----- |  | ------ |  | ------ |  | ------------------------------------------------------------------- | -
|
|
|Warehouse/industrial properties:         |  |  |  |       |  |        |  |                                             |  |                                                   |  |  |  |       |  |        |  |        |  |                                                                     |  
|7020 Parkland Court
Milwaukee, WI        |  |  |  | 730   |  | 2,924  |  |                                             |  | 24                                                |  |  |  | 730   |  | 2,948  |  | 3,678  |  | (101                                                                | )
|7025 Parkland Court
Milwaukee, WI        |  |  |  | 1,376 |  | 5,505  |  |                                             |  | 73                                                |  |  |  | 1,376 |  | 5,578  |  | 6,954  |  | (190                                                                | )
|315 West Edgerton
Milwaukee, WI          |  |  |  | 510   |  | 2,043  |  |                                             |  | 10                                                |  |  |  | 510   |  | 2,053  |  | 2,563  |  | (70                                                                 | )
|5211 South 3rd Street
Milwaukee, WI      |  |  |  | 2,390 |  | 9,563  |  |                                             |  | 50                                                |  |  |  | 2,390 |  | 9,613  |  | 12,003 |  | (329                                                                | )
|7475 South 6th Street
Oak Creek, WI      |  |  |  | 845   |  | 3,384  |  |                                             |  | 8                                                 |  |  |  | 845   |  | 3,392  |  | 4,237  |  | (117                                                                | )
|1111 Bowes Road
Elgin, IL                |  |  |  | 1,099 |  | 4,395  |  | 10                                          |  | 175                                               |  |  |  | 1,109 |  | 4,570  |  | 5,679  |  | (119                                                                | )
|222 Hartrey Avenue
Evanston, IL          |  |  |  | 510   |  | 2,039  |  |                                             |  | 74                                                |  |  |  | 510   |  | 2,113  |  | 2,623  |  | (39                                                                 | )
|2401 Brummel Place
Evanston, IL          |  |  |  | 417   |  | 1,668  |  |                                             |  | 70                                                |  |  |  | 417   |  | 1,738  |  | 2,155  |  | (32                                                                 | )
|4930 South 2nd Street
Milwaukee, WI      |  |  |  | 322   |  | 1,287  |  |                                             |  | 76                                                |  |  |  | 322   |  | 1,363  |  | 1,685  |  | (24                                                                 | )
|4950 South 2nd Street
Milwaukee, WI      |  |  |  | 121   |  | 485    |  |                                             |  | 30                                                |  |  |  | 121   |  | 515    |  | 636    |  | (9                                                                  | )
|4960 South 2nd Street
Milwaukee, WI      |  |  |  | 138   |  | 552    |  |                                             |  | 91                                                |  |  |  | 138   |  | 643    |  | 781    |  | (10                                                                 | )
|5140 South 3rd Street
Milwaukee, WI      |  |  |  | 110   |  | 438    |  |                                             |  | 110                                               |  |  |  | 110   |  | 548    |  | 658    |  | (8                                                                  | )
|5144 South 3rd Street
Milwaukee, WI      |  |  |  | 128   |  | 512    |  |                                             |  | 9                                                 |  |  |  | 128   |  | 521    |  | 649    |  | (10                                                                 | )
|5315 South 3rd Street
Milwaukee, WI      |  |  |  | 616   |  | 2,462  |  |                                             |  | 9                                                 |  |  |  | 616   |  | 2,471  |  | 3,087  |  | (46                                                                 | )
|5319 South 3rd Street
Milwaukee, WI      |  |  |  | 849   |  | 3,395  |  |                                             |  | 9                                                 |  |  |  | 849   |  | 3,404  |  | 4,253  |  | (63                                                                 | )
|5110 South 6th Street
Milwaukee, WI      |  |  |  | 646   |  | 2,582  |  |                                             |  | 9                                                 |  |  |  | 646   |  | 2,591  |  | 3,237  |  | (48                                                                 | )
|4903-07 S. Howell Street
Milwaukee, WI   |  |  |  | 162   |  | 650    |  |                                             |  | 79                                                |  |  |  | 162   |  | 729    |  | 891    |  | (12                                                                 | )
|4965 S. Howell Street
Milwaukee, WI      |  |  |  | 222   |  | 890    |  |                                             |  | 15                                                |  |  |  | 222   |  | 905    |  | 1,127  |  | (17                                                                 | )
|5050 South 2nd Street
Milwaukee, WI      |  |  |  | 417   |  | 1,666  |  |                                             |  | 9                                                 |  |  |  | 417   |  | 1,675  |  | 2,092  |  | (31                                                                 | )
|525 West Marquette
Oak Creek, WI         |  |  |  | 654   |  | 2,618  |  |                                             |  | 228                                               |  |  |  | 654   |  | 2,846  |  | 3,500  |  | (49                                                                 | )
|300 West Edgerton
Milwaukee, WI          |  |  |  | 371   |  | 1,484  |  |                                             |  | 32                                                |  |  |  | 371   |  | 1,516  |  | 1,887  |  | (28                                                                 | )
|5170-5250 S. 6th Street
Milwaukee, WI    |  |  |  | 1,261 |  | 5,045  |  |                                             |  | 9                                                 |  |  |  | 1,261 |  | 5,054  |  | 6,315  |  | (94                                                                 | )
|W165 N5830 Ridgewood
Menomonee Falls, WI |  |  |  | 2,870 |  | 11,479 |  |                                             |  | 7                                                 |  |  |  | 2,870 |  | 11,486 |  | 14,356 |  | (213                                                                | )
|800 Hilltop Drive
Itasca, IL             |  |  |  | 396   |  | 1,585  |  |                                             |  | 195                                               |  |  |  | 396   |  | 1,780  |  | 2,176  |  | (17                                                                 | )

F-49

---

|                                            |  |           |   |       |  |       |  | Costs Capitalized
Subsequent to Acquisition |   | Gross Amounts at Which
Carried at Close of Period |   |     |  |       |  |        |  |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed |  
|------------------------------------------- |  | --------- | - | ----- |  | ----- |  | ------------------------------------------- | - | ------------------------------------------------- | - | --- |  | ----- |  | ------ |  | ------ |  | ------------------------------------------------------------------- | -
|
|
|Warehouse/industrial properties:            |  |           |   |       |  |       |  |                                             |   |                                                   |   |     |  |       |  |        |  |        |  |                                                                     |  
|325 Marmon Drive
Bolingbrook, IL            |  |           |   | 1,314 |  | 5,255 |  |                                             |   | 46                                                |   |     |  | 1,314 |  | 5,301  |  | 6,615  |  | (56                                                                 | )
|7330 Santa Fe Drive
Hodgkins, IL            |  |           |   | 1,214 |  | 4,856 |  |                                             |   | 9                                                 |   |     |  | 1,214 |  | 4,865  |  | 6,079  |  |                                                                     |  
|2400 Commerce Drive
Libertyville, IL        |  |           |   | 689   |  | 2,755 |  |                                             |   | 117                                               |   |     |  | 689   |  | 2,872  |  | 3,561  |  |                                                                     |  
|4200 Victoria Street
Chicago, IL            |  |           |   | 207   |  | 828   |  |                                             |   | 26                                                |   |     |  | 207   |  | 854    |  | 1,061  |  |                                                                     |  
|3740 Hawthorne Lane
Waukegan, IL            |  | 13,761 (g | ) | 246   |  | 986   |  |                                             |   | 4                                                 |   |     |  | 246   |  | 990    |  | 1,236  |  |                                                                     |  
|3776 Hawthorne Lane
Waukegan, IL            |  | (g        | ) | 369   |  | 1,476 |  |                                             |   | 5                                                 |   |     |  | 369   |  | 1,481  |  | 1,850  |  |                                                                     |  
|3801 Hawthorne Lane
Waukegan, IL            |  | (g        | ) | 1,163 |  | 4,652 |  |                                             |   | 5                                                 |   |     |  | 1,163 |  | 4,657  |  | 5,820  |  |                                                                     |  
|1921 Enterprise Court
Libertyville, IL      |  | (g        | ) | 448   |  | 1,794 |  |                                             |   | 4                                                 |   |     |  | 448   |  | 1,798  |  | 2,246  |  |                                                                     |  
|500 Country Club Drive
Bensenville, IL      |  | (g        | ) | 1,529 |  | 6,117 |  |                                             |   | 4                                                 |   |     |  | 1,529 |  | 6,121  |  | 7,650  |  |                                                                     |  
|6333 West Douglas
Milwaukee, WI             |  |           |   | 141   |  | 564   |  |                                             |   | 85                                                |   |     |  | 141   |  | 649    |  | 790    |  | (46                                                                 | )
|333 Northwest Avenue
Northlake, IL          |  |           |   | 560   |  | 2,239 |  | (27                                         | ) | 1,109                                             |   |     |  | 533   |  | 3,348  |  | 3,881  |  | (157                                                                | )
|505 Railroad Avenue
Northlake, IL           |  |           |   | 1,530 |  | 6,121 |  | 24                                          |   | 731                                               |   |     |  | 1,554 |  | 6,852  |  | 8,406  |  | (310                                                                | )
|1750 S. Lincoln Drive
Freeport, IL          |  |           |   |       |  |       |  |                                             |   | 12,491                                            |   | 37  |  | 0     |  | 12,528 |  | 12,528 |  | (585                                                                | )
|625 Willowbrook Court
Willowbrook, IL       |  |           |   | 487   |  |       |  |                                             |   | 5,429                                             |   | 97  |  | 487   |  | 5,526  |  | 6,013  |  | (301                                                                | )
|26634 S. Center Ind Park Rd
Elwood, IL      |  |           |   | 2,255 |  |       |  |                                             |   | 11,827                                            |   |     |  | 2,255 |  | 12,038 |  | 14,293 |  | 2002                                                                |  
|One Bridge Street
Gary, IN                  |  |           |   | 593   |  | 1,817 |  | (1                                          | ) | 787                                               |   |     |  | 592   |  | 2,604  |  | 3,196  |  | (217                                                                | )
|1014 Profile Road
Bethlehem, NH             |  |           |   | 404   |  | 1,663 |  |                                             |   | 18                                                |   |     |  | 404   |  | 1,681  |  | 2,085  |  | (199                                                                | )
|2800 Henkle Drive
Lebanon, OH               |  |           |   | 4     |  | 4,061 |  | (4                                          | ) | 54                                                |   |     |  | 0     |  | 4,115  |  | 4,115  |  | (486                                                                | )
|3620 Swenson Avenue
St. Charles, IL         |  |           |   | 378   |  | 1,517 |  |                                             |   | 25                                                |   |     |  | 378   |  | 1,542  |  | 1,920  |  | (166                                                                | )
|7750 Industrial Drive
Forest Park, IL       |  |           |   | 360   |  | 1,534 |  |                                             |   | 165                                               |   |     |  | 360   |  | 1,699  |  | 2,059  |  | (158                                                                | )
|9450 Sergo Drive
McCook, IL                 |  |           |   | 386   |  |       |  | 3,405                                       |   | 14,223                                            |   | 211 |  | 3,791 |  | 14,434 |  | 18,225 |  | (632                                                                | )
|Construction In progress:                   |  |           |   |       |  |       |  |                                             |   |                                                   |   |     |  |       |  |        |  |        |  |                                                                     |  
|5480 W. 70th
Bedford Park, IL               |  |           |   | 475   |  | 4     |  | 3                                           |   | (4                                                | ) |     |  | 478   |  |        |  | 478    |  |                                                                     |  
|McCook land held for development
McCook, IL |  |           |   |       |  |       |  | 8,562                                       |   |                                                   |   |     |  | 8,562 |  |        |  | 8,562  |  |                                                                     |  

F-50

---

|                                                |  |   |        |  |   |         |  | Costs Capitalized
Subsequent to Acquisition |         | Gross Amounts at Which
Carried at Close of Period |   |        |   |   |         |   |   |        |  | Life Upon
Which
Depreciation
In Latest
Income
Statement Is
Computed |        
|----------------------------------------------- |  | - | ------ |  | - | ------- |  | ------------------------------------------- | ------- | ------------------------------------------------- | - | ------ | - | - | ------- | - | - | ------ |  | ------------------------------------------------------------------- | -------
|
|
|Construction In progress:                       |  |   |        |  |   |         |  |                                             |         |                                                   |   |        |   |   |         |   |   |        |  |                                                                     |        
|CenterPoint Intermodal Center
Elwood, IL        |  |   |        |  |   |         |  |                                             | 24,418  |                                                   |   |        |   |   | 39,070  |   |   | 12,348 |  |                                                                     |        
|21561 W. Drummond Road
Elwood, IL               |  |   |        |  |   |         |  |                                             |         |                                                   |   |        |   |   | 7,229   |   |   | 56     |  |                                                                     |        
|O'Hare NorthBuilding #4
Chicago, IL            |  |   |        |  |   |         |  |                                             |         |                                                   |   |        |   |   | 2,701   |   |   |        |  |                                                                     |        
|O'Hare NorthInfrastructure
Chicago, IL         |  |   |        |  |   |         |  |                                             |         |                                                   |   |        |   |   | 5,996   |   |   |        |  |                                                                     |        
|California & I-290 Expressway
Chicago, IL       |  |   |        |  |   |         |  |                                             | 363     |                                                   |   |        |   |   | 1,548   |   |   | 153    |  |                                                                     |        
|BNSF Montgomery
Montgomery, IL                  |  |   |        |  |   |         |  |                                             | 4,556   |                                                   |   |        |   |   | 283     |   |   | 155    |  |                                                                     |        
|BNSF Naperville
Naperville, IL                  |  |   |        |  |   |         |  |                                             | 14,426  |                                                   |   |        |   |   | (1,980  | ) |   | 542    |  |                                                                     |        
|Retail properties:                              |  |   |        |  |   |         |  |                                             |         |                                                   |   |        |   |   |         |   |   |        |  |                                                                     |        
|100 Old McHenry Road
Wheeling, IL               |  |   |        |  |   | 482     |  |                                             | 2,152   |                                                   |   |        |   |   | 121     |   |   |        |  |                                                                     | 482    
|351 N. Rohlwing Road
Itasca, IL                 |  |   |        |  |   | 81      |  |                                             | 464     |                                                   |   | 1      |   |   |         |   |   |        |  |                                                                     | 82     
|4-48 Barrington Road
Streamwood, IL             |  |   |        |  |   | 573     |  |                                             | 2,297   |                                                   |   | (62    | ) |   | 169     |   |   |        |  |                                                                     | 511    
|Offices of the management Company
Oak Brook, IL |  |   |        |  |   | 675     |  |                                             | 15,918  |                                                   |   | (525   | ) |   | (7,512  | ) |   | 513    |  |                                                                     | 150    
|                                                |  |   |        |  |   |         |  |                                             |         |                                                   |   |        |   |   |         |   |   |        |  |                                                                     |        
|Subtotals                                       |  |   | 60,401 |  | $ | 169,928 |  | $                                           | 775,993 |                                                   | $ | 9,538  |   | $ | 246,795 |   | $ | 16,644 |  | $                                                                   | 179,466
|                                                |  |   |        |  |   |         |  |                                             |         |                                                   |   |        |   |   |         |   |   |        |  |                                                                     |        
|Real estate held for sale:                      |  |   |        |  |   |         |  |                                             |         |                                                   |   |        |   |   |         |   |   |        |  |                                                                     |        
|BNSF land lease
Elwood, IL                      |  |   | 56,228 |  |   |         |  |                                             |         |                                                   |   | 30,205 |   |   |         |   |   |        |  |                                                                     | 30,205 
|BNSF Naperville Land
Naperville, IL             |  |   |        |  |   |         |  |                                             | 16,982  |                                                   |   |        |   |   | 1,391   |   |   |        |  |                                                                     |        
|2301 Route 30
Plainfield, IL                    |  |   |        |  |   |         |  |                                             |         |                                                   |   | 54     |   |   |         |   |   |        |  |                                                                     | 54     
|                                                |  |   |        |  |   |         |  |                                             |         |                                                   |   |        |   |   |         |   |   |        |  |                                                                     |        
|Totals                                          |  | $ | 60,401 |  | $ | 169,928 |  | $                                           | 792,975 |                                                   | $ | 39,797 |   | $ | 248,186 |   | $ | 16,644 |  | $                                                                   | 209,725
|                                                |  |   |        |  |   |         |  |                                             |         |                                                   |   |        |   |   |         |   |   |        |  |                                                                     |        

F-51

---



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

Notes to Schedule III:

Reconciliation of Real Estate

Year Ended December 31,2002

2001

2000Balance at the beginning of year

$
1,220,455

$
1,112,153

$
971,897Additions


206,221


258,925


242,723Impairment of asset


(1,228
)

(40,000
)Dispositions and asset write-off


(157,707
)

(110,623
)

(102,467
)Balance at close of year

$
1,267,741

$
1,220,455

$
1,112,153


Reconciliation of Accumulated Depreciation and Amortization

Year Ended December 31,2002

2001

2000Balance at beginning of year

$
120,223

$
109,020

$
85,408Depreciation and amortization


31,314


32,470


30,529Impairment of asset





(2,006
)Acquisition of CRS





702Acquisition of properties from CRS








1,294Dispositions and asset write-off


(7,950
)

(19,963
)

(8,211
)Balance at close of year

$
143,587

$
120,223

$
109,020


Buildings, improvements and carrying costs

31.5 to 40 yearsLand improvements

15 yearsFurniture, fixtures and equipment

4 to 15 years


F-52

---

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