BEHRINGER HARVARD REIT I INC - 10-K Annual Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[Mark One]
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

OR

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

FOR THE TRANSITION PERIOD FROM ____________ TO ____________

COMMISSION FILE NUMBER: 333-91532

BEHRINGER HARVARD REIT I, INC.
(Exact Name of Registrant as Specified in Its Charter)

MARYLAND 68-0509956
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1323 NORTH STEMMONS FREEWAY, SUITE 210, DALLAS, TEXAS 75207
(Address of principal executive offices)
(Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (866) 655-1605

Securities registered pursuant to section 12(b) of the Act:
NONE

Securities registered pursuant to section 12(g) of the Act:
NONE

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.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. |X|

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of June 30, 2003 (the last business day of the Registrant's most
recently completed second fiscal quarter) was $0 and as of December 31, 2003 was
$8,238,780, assuming a market value of $10 per share.

While there is no established market for the Registrant's shares of voting
stock, the Registrant is currently offering and selling shares of its common
stock pursuant to a Form S-11 Registration Statement under the Securities Act of
1933 at a price of $10 per share.

As of March 16, 2004, the Registrant had 2,014,075 shares of common stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant incorporates by reference portions of its Definitive Proxy
Statement for the 2004 Annual Meeting of Stockholders, which shall be filed no
later than April 29, 2004, into Part III of this Form 10-K to the extent stated
herein.

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BEHRINGER HARVARD REIT I, INC.
FORM 10-K
YEAR ENDED DECEMBER 31, 2003

PART I

PAGE

ITEM 1. BUSINESS....................................................................3

ITEM 2. PROPERTIES..................................................................8

ITEM 3. LEGAL PROCEEDINGS...........................................................8

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........................8

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.......9

ITEM 6. SELECTED FINANCIAL DATA....................................................11

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS..............................................................12

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.................16

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................................16

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.......................................................16

ITEM 9A. CONTROLS AND PROCEDURES....................................................16

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.........................17

ITEM 11. EXECUTIVE COMPENSATION.....................................................17

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS................................................17

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............................17

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.....................................17

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K...........18

SIGNATURES..........................................................................19

2

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements, including
discussion and analysis of the financial condition of Behringer Harvard REIT I,
Inc. (the "Company"), its anticipated capital expenditures required to
complete projects, amounts of anticipated cash distributions to the Company's
stockholders in the future and other matters. These forward-looking statements
are not historical facts but are the intent, belief or current expectations of
the Company's management based on their knowledge and understanding of the
business and industry. Words such as "anticipates," "expects," "intends,"
"plans," "believes," "seeks," "estimates" and variations of these words and
similar expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to risks,
uncertainties and other factors, some of which are beyond the Company's control,
are difficult to predict and could cause actual results to differ materially
from those expressed or forecasted in the forward-looking statements.

Forward-looking statements that were true at the time made may ultimately
prove to be incorrect or false. You are cautioned to not place undue reliance on
forward-looking statements, which reflect the Company's management's view only
as of the date of this Form 10-K. The Company undertakes no obligation to update
or revise forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating results.
Factors that could cause actual results to differ materially from any
forward-looking statements made in this Form 10-K include changes in general
economic conditions, changes in real estate conditions, construction costs that
may exceed estimates, construction delays, increases in interest rates, lease-up
risks, inability to obtain new tenants upon the expiration of existing leases,
and the potential need to fund tenant improvements or other capital expenditures
out of operating cash flow. The forward-looking statements should be read in
light of these factors and the factors identified in the "Risk Factors" section
of the Company's Registration Statement on Form S-11, as filed with the
Securities and Exchange Commission.

PART I

ITEM 1. BUSINESS.

FORMATION

The Company is a Maryland corporation formed in 2002, which intends to
qualify as a real estate investment trust ("REIT"). The Company was organized to
invest in commercial real estate properties (generally institutional quality
office buildings and other commercial properties) and lease each respective
property to one or more tenants. In addition, the Company may make or purchase
mortgage loans secured by the types of properties it may acquire directly.

Substantially all of the Company's business is conducted through
Behringer Harvard Operating Partnership I LP, a Texas limited partnership
organized in 2002 ("Behringer OP I"). The Company is the owner of a 0.1%
interest in Behringer OP I as its general partner. The remaining 99.9% of
Behringer OP I is held as a limited partner's interest by BHR Partners, LLC, a
Delaware limited liability company which is a wholly owned subsidiary of the
Company.

The Company's advisor is Behringer Advisors LP ("Behringer Advisors"), a
Texas limited partnership formed in 2002. Behringer Advisors is an affiliate of
the Company. Behringer Advisors is responsible for managing the Company's
affairs on a day-to-day basis and for identifying and making acquisitions and
investments on behalf of the Company.

On February 19, 2003, the Company commenced a public offering (the
"Offering") of up to 80,000,000 shares of common stock at a price of $10 per
share pursuant to a Registration Statement on Form S-11 filed under the
Securities Act of 1933. The Registration Statement also covers up to 8,000,000
shares available pursuant to the Company's dividend reinvestment plan and up to
3,520,000 shares issuable to broker-dealers pursuant to warrants whereby
participating

3

broker-dealers will have the right to purchase one share for every 25 shares
they sell pursuant to the Offering ("Offering Warrants"). The Offering is a best
efforts continuous offering that terminates no later than February 19, 2005.

The Company commenced operations in October 2003 upon its initial
acceptance of subscriptions for 280,423 shares of common stock, which satisfied
the minimum offering requirement of $2,500,000 established for the Offering. On
October 15, 2003, the Company, through Behringer OP I, acquired an undivided
14.4676% tenant in common interest in Minnesota Center, a 14-story office
building containing approximately 276,425 rentable square feet and located on
approximately four acres of land in Bloomington, Minnesota. The purchase price
for the Company's tenant in common interest was $6,441,466, including closing
costs of $261,644. The Company used borrowings of $4,340,280 under a loan
agreement with Greenwich Capital Financial Products, Inc. to pay a portion of
the purchase price and paid the remaining purchase price from proceeds of the
Offering. The Company's tenant in common interest is held by Behringer Harvard
Minnesota Center TIC II, LLC, a single purpose Delaware limited liability
company that is wholly owned by Behringer OP I. The remaining tenant in common
interests in Minnesota Center were acquired by various investors who purchased
their interests in a private offering sponsored by the Company's affiliate,
Behringer Harvard Holdings, LLC ("Behringer Holdings").

As of December 31, 2003, the Company had accepted subscriptions for
843,878 shares of its common stock, including 20,000 shares owned by Behringer
Holdings. As December 31, 2003, individual broker-dealers had the right to
acquire up to 32,856 of Offering Warrants for a nominal fee, however, none had
been isued. As of December 31, 2003, the Company had no shares of preferred
stock issued and outstanding and no stock options had been issued.

The Company admits new stockholders pursuant to the Offering at least
monthly. All subscription proceeds are held in escrow until the subscribing
investors are admitted as stockholders. Upon admission of new stockholders,
subscription proceeds are released to the Company from escrow and may be
utilized as consideration for investments and the payment or reimbursement of
dealer manager fees, selling commissions, organization and offering expenses and
operating expenses. Until required for such purposes, net offering proceeds are
held in short-term, liquid investments.

INVESTMENT OBJECTIVES AND CRITERIA

The Company's objective is to invest in commercial real estate
properties, including properties that have been constructed and have operating
histories, are newly constructed or are under development or construction. In
addition, the Company may make or purchase mortgage loans secured by the types
of properties it may acquire directly. The Company's investment objectives are:

o to preserve, protect and return investors' capital contributions;
o to maximize cash dividends paid to investors;
o to realize growth in the value of the Company's properties upon the
ultimate sale of such properties; and
o to list the shares on a national exchange or, if the Company does not
list the shares by the twelfth anniversary of the termination of the
Offering, to make an orderly disposition of the properties and distribute
the cash to the investors.

ACQUISITION AND INVESTMENT POLICIES

The Company primarily invests in institutional quality office and other
commercial properties that have premier business addresses in especially
desirable locations with limited potential for new development or other barriers
to entry. These properties generally are of high quality construction, offer
personalized tenant amenities and attract higher quality tenants. The Company's
intention is to hold properties for a period of time consistent with its
anticipated fund life of eight to twelve years from the termination of the
Offering. The Company's intention is that the holding period of properties it
acquires be consistent with maximizing their potential for

4

increased income and capital appreciation during this time. However, economic or
market conditions may influence the Company to hold investments for different
periods of time. In addition the Company may invest in other commercial
properties such as shopping centers, business and industrial parks,
manufacturing facilities and warehouse and distribution facilities in order to
reduce overall portfolio risk or enhance overall portfolio returns if the
Company's advisor determines that it would be advantageous to do so. The Company
may also make or purchase mortgage loans secured by the types of properties it
may acquire directly. As of December 31, 2003, the Company owned an interest in
one property. For more information on this investment, see "Business - General
Development of Business" and "Properties."

The Company's advisor, Behringer Advisors, has developed and uses
proprietary modeling tools that the Company's management believes will help it
to identify favorable property acquisitions, enable it to forecast growth and
make predictions at the time of the acquisition of a property as to optimal
portfolio blend, disposition timing and sales price. Using these tools in
concert with the Company's overall strategies, which include individual market
monitoring and ongoing analysis of macro- and micro-regional economic cycles,
management expects to be better prepared to identify favorable acquisition
targets, increase current returns and resultant current distributions to
investors while maintaining higher relative portfolio property values and
finally to execute timely dispositions at appropriate sales prices to enhance
capital gains distributable to its investors.

In making investment decisions for the Company, Behringer Advisors will
consider relevant real estate property and financial factors, including the
location of the property, its suitability for any development contemplated or in
progress, its income-producing capacity, the prospects for long-range
appreciation, and its liquidity and income tax considerations. In this regard,
Behringer Advisors has substantial discretion with respect to the selection of
specific investments.

In purchasing, leasing and developing properties, the Company will be
subject to risks generally incident to the ownership of real estate, including
but not limited to, the following:

o changes in general economic or local conditions;
o changes in supply of or demand for similar or competing properties in an
area;
o changes in interest rates and availability of permanent mortgage funds
that may render the sale of a property difficult or unattractive;
o changes in tax, real estate, environmental and zoning laws;
o periods of high interest rates and tight money supply that may make the
sale of properties more difficult;
o tenant turnover; and
o general overbuilding or excess supply in the market area.

The Company and its performance will be subject to additional risks as
have been listed in the "Risk Factors" section of its Registration Statement on
Form S-11, as filed with the Securities and Exchange Commission, in connection
with the Company's sale of common stock in the Offering.

JOINT VENTURE INVESTMENTS

The Company is likely to enter into joint ventures with affiliated
entities for the acquisition, development or improvement of properties for the
purpose of diversifying its portfolio of assets. In this regard, the Company
will likely enter into joint ventures with affiliates including Behringer
Harvard Mid-Term Value Enhancement Fund I LP or other Behringer programs, joint
ventures, partnerships, co-tenancies and other co-ownership arrangements with
non-affiliates including real estate developers, owners and other third parties.
In determining whether to invest in a particular joint venture, Behringer
Advisors will evaluate the investments that such joint venture owns or is being
formed to own under the same criteria as other potential Company investments.
For more information on these criteria, see "Business - Acquisition and
Investment Policies" and "Business- Conflicts of Interest."

5

SECTION 1031 EXCHANGE TRANSACTIONS

Behringer Holdings or its subsidiaries may form one or more single member
limited liability companies or similar entities (a "Behringer Exchange LLC") for
the purpose of facilitating the acquisition of one or more real estate
properties to be owned in co-tenancy arrangements with persons, referred to
herein as "1031 Participants," who generally wish to invest the proceeds from a
sale of real estate held in another real estate investment for purposes of
qualifying for like-kind exchange treatment under Section 1031 of the Internal
Revenue Code ("Section 1031 Exchange Transaction"). Behringer Holdings sponsors
private placement offerings to potential 1031 Participants of tenant in common
interests and/or interests in limited liability companies or similar entities
owning a co-tenancy interest in one or more properties.

A property acquired by a Behringer Exchange LLC in connection with a
Section 1031 Exchange Transaction may be partially financed by obtaining a first
mortgage secured by the property acquired. In order to finance the remainder of
the purchase price for such property, the Behringer Exchange LLC may obtain a
short-term loan from an institutional lender for such property. Following its
acquisition of a property, the Behringer Exchange LLC would attempt to sell
co-tenancy interests to 1031 Participants, using the proceeds of such sales to
pay off the short-term loan. At the closing of each property to be acquired by a
Behringer Exchange LLC, Behringer OP I may enter into a contractual purchase
arrangement providing that, in the event that the Behringer Exchange LLC is
unable to sell all of the co-tenancy interest in that property to 1031
Participants, Behringer OP I may purchase, at the Behringer Exchange LLC's cost,
any co-tenancy interest remaining unsold. In lieu of the contractual purchase
arrangement, the Company or Behringer OP I may participate in the property
acquisition by providing a loan guarantee for funds provided by a lender to
Behringer Holdings in order to fund the escrows and other pre-closing costs of a
Section 1031 Exchange Transaction. In consideration of such loan guarantee, the
Company or Behringer OP I would receive an interest in the contract for purchase
of the related property, a fee and a right to acquire an interest in such
property. Also, the Company or Behringer OP I may enter into an agreement to
acquire property and permit Behringer Holdings to offer a portion of such
property to 1031 Participants.

The Company's management believes that there are significant advantages
to being a co-investor in properties in which Behringer Holdings obtains 1031
Participant investors. These advantages include (i) permitting the Company to
invest proceeds of the Offering earlier than it might if it were to acquire the
entirety of the property, (ii) the ability to obtain greater diversification in
the Company's portfolio of property investments by applying its capital in
smaller individual investments over a greater number of properties, and (iii)
the ability to acquire interests in properties that it would be unable to
acquire using only its own capital resources.

BORROWING POLICIES

There is no limitation on the amount the Company may invest in any single
improved property or other asset or on the amount the Company can borrow for the
purchase of any property or other investment. The maximum amount of the
Company's indebtedness shall not exceed 300% of its net assets as of the date of
any borrowing. The Company may incur indebtedness in excess of such limit if
such excess is approved by a majority of its independent directors, in which
case it will disclose such excess borrowing to its stockholders in its next
quarterly report, including the justification for such excess. The Company's
board of directors has adopted a policy that it will generally limit its
aggregate borrowing to 55% of the aggregate value of its assets as of the date
of any borrowing, unless substantial justification exists that borrowing a
greater amount is in its best interests. The Company's policy limitation does
not apply to individual properties. As a result, it can be expected that, with
respect to the acquisition of one or more of the Company's properties, it may
incur indebtedness of more than 55% of the asset value of the property acquired.
The Company's board of directors must review its aggregate borrowing at least
quarterly.

6

By operating on a leveraged basis, management expects that the Company
will have more funds available for investment in properties and other
investments. This will allow the Company to make more investments than would
otherwise be possible, resulting in a more diversified portfolio. Although
management expects the liability for the repayment of indebtedness to be limited
to the value of the property securing the liability and to the rents or profits
derived therefrom, the use of leverage increases the risk of default on the
mortgage payments and a subsequent foreclosure of a particular property. To the
extent that the Company does not obtain mortgage loans on its properties, the
ability to acquire additional properties will be restricted. Behringer Advisors
will seek to obtain financing on the most favorable terms available to the
Company. However, there can be no assurance that lender recourse will be limited
to the property financed by that lender.

COMPETITION

The Company may experience competition for tenants from owners and
managers of similar projects, which may include its affiliates. The Company will
experience competition in the acquisition of real estate and the purchasing or
origination of mortgages from similar companies with access to greater resources
than those available to the Company. At the time the Company elects to dispose
of its properties, the Company will also be in competition with sellers of
similar properties to locate suitable purchasers for its properties.

EMPLOYEES

The Company has no direct employees. The employees of Behringer Advisors
and other affiliates of the Company perform a full range of real estate services
for the Company, including acquisitions, property management, accounting, asset
management, wholesale brokerage and investor relations.

The Company is dependent on its affiliates for services that are
essential to the Company, including the sale of the Company's shares of common
stock, asset acquisition decisions, property management and other general
administrative responsibilities. In the event that these companies were unable
to provide these services to the Company, the Company would be required to
obtain such services from other sources.

AVAILABLE INFORMATION

The Company electronically files its annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments
to those reports with the Securities and Exchange Commission ("SEC"). Copies of
the Company's filings with the SEC may be obtained from its website at
HTTP://WWW.BHFUNDS.COM or at the SEC's website, at HTTP://WWW.SEC.GOV. Access to
these filings is free of charge.

CONFLICTS OF INTEREST

The Company is subject to various conflicts of interest arising out of
its relationship with Behringer Advisors and its other affiliates, including
conflicts related to the arrangements pursuant to which the Company will
compensate Behringer Advisors and its affiliates. All of the Company's
agreements and arrangements with its advisor and its affiliates, including those
relating to compensation, are not the result of arm's-length negotiations. For
more information on conflicts of interest, see the "Risk Factors" section of the
Company's Registration Statement on Form S-11, as filed with the Securities and
Exchange Commission.

The Company's advisor, Behringer Advisors, and its affiliates will
attempt to balance the Company's interests with their activities on behalf of
other Behringer Harvard programs. However, to the extent that the advisor or its
affiliates take actions that are more favorable to other entities than to the
Company, these actions may have a negative impact on the Company's financial
performance and, consequently, on distributions to investors and on the value of
the Company's stock.

7

ITEM 2. PROPERTIES.

GENERAL

The Company's investments in real estate generally will take the form of
holding fee title or a long-term leasehold estate. The Company will acquire such
interests either directly through Behringer OP I or indirectly through limited
liability companies or through investments in joint ventures, partnerships,
co-tenancies or other co-ownership arrangements with the developers of the
properties, affiliates of Behringer Advisors or other persons. The Company is
not limited in the number or size of properties it may acquire or on the
percentage of net proceeds of the Offering that it may invest in a single
property. The number and mix of properties it acquires will depend upon real
estate and market conditions and other circumstances existing at the time it
acquires properties and the amount of proceeds raised in the Offering.

PROPERTIES

As of December 31, 2003, the Company owned a tenant in common interest in
the following property:

Company's Company's Occupancy at
Ownership Portion of December 31,
Location Description Percentage Property Mortgage 2003
- -----------------------------------------------------------------------------------------------

Bloomington, MN 14-story office 14.4676% $ 4,340,280 90.04%
building containing
approximately
276,425 rentable
square feet

For more information on this investment, see "Business - General
Development of Business."

ITEM 3. LEGAL PROCEEDINGS.

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

8

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

MARKET INFORMATION

There is no established trading market for the Company's common stock.
Therefore, there is a risk that a stockholder may not be able to sell the
Company's stock at a time or price acceptable to the stockholder. Pursuant to
the Offering, the Company is currently selling shares of its common stock to the
public at a price of $10 per share.

Unless and until the Company's shares are listed on a national securities
exchange or are included for quotation on the Nasdaq Stock Market, it is not
expected that a public market for the shares will develop. To assist fiduciaries
of tax-qualified pension, stock bonus or profit-sharing plans, employee benefit
plans and annuities described in Section 403(a) or (b) of the Internal Revenue
Code or an individual retirement account or annuity described in Section 408 of
the Internal Revenue Code, subject to the annual reporting requirements of ERISA
and IRA trustees or custodians in preparation of reports relating to an
investment in the shares, the Company intends to provide reports of the
quarterly and annual determinations of the current value of the net assets per
outstanding share to those fiduciaries who request such reports. Until two years
after the completion of the current Offering and any subsequent offering of
shares, the Company intends to use the offering price of shares in the most
recent offering as the per share net asset value. Beginning two years after the
completion of the last offering of shares, the value of the properties and other
assets will be based on valuations of either the Company's properties or the
Company as a whole, whichever valuation method the Company's board of directors
determines to be appropriate. Persons independent of the Company and independent
of its advisor will perform such valuations.

The Company's board of directors has authorized a common stock redemption
plan for investors who hold their shares for more than one year. The purchase
price for the redeemed shares will generally equal the lesser of (1) the price
the stockholder actually paid for the shares or (2) either (i) prior to the time
the Company begins having appraisals performed by an independent third party,
$8.50 per share, or (ii) after the Company begins obtaining such appraisals,
90.0% of the net asset value per share, as determined by the appraisals. The
Company's board of directors reserve the right in their sole discretion at any
time and from time to time to (1) waive the one-year holding period in the event
of the death or bankruptcy of a limited partner or other exigent circumstances,
(2) reject any request for redemption, (3) change the purchase price for
redemptions, or (4) terminate, suspend and/or reestablish the unit redemption
program. The purchase price for shares redeemed upon the death of a stockholder,
until the Company begins having appraisals performed by an independent third
party, will be equal to the price the stockholder actually paid for the shares.
Thereafter, the purchase price will be the fair market value of the shares, as
determined by the appraisals. Under the terms of the plan, during any calendar
year, the Company will not redeem in excess of 3.0% of the weighted average
number of shares outstanding during the prior calendar year. In addition, the
Company's board of directors will determine whether the Company has sufficient
cash from operations to repurchase units, and such purchases will generally be
limited to 1.0% of operating cash flow for the previous fiscal year plus
proceeds of the Company's dividend reinvestment plan.

HOLDERS

As of March 16, 2004, the Company had 2,014,075 shares of common stock
outstanding held by a total of approximately 583 stockholders.

DIVIDENDS

The Company intends to qualify as a REIT for federal income tax purposes
commencing with its taxable year ending December 31, 2004. In order to remain
qualified as a REIT, the Company is required to distribute at least 90% of its
annual taxable income to the Company's stockholders. The Company currently
accrues dividends on a daily basis and pays dividends on a monthly basis and
intends to continue doing so. The Company will calculate its dividends based
upon daily record and dividend declaration dates so investors will be eligible
to earn dividends immediately upon admittance as stockholders. Of the dividends
declared in 2003, 100%

9

represented a return of capital. The Company intends to continue to admit new
stockholders at least monthly.

Dividends Dividends
2003 Declared Paid

First Quarter $ - $ -
Second Quarter - -
Third Quarter - -
Fourth Quarter 91,408 49,414
-------------- --------------
$ 91,408 $ 49,414
============== ==============

There were no dividends declared or paid during the period ended December
31, 2002.

RECENT SALES OF UNREGISTERED SECURITIES

The Company issued 20,000 shares of its common stock to Behringer
Holdings in conjunction with the Company's inception in 2002. These shares were
not registered under the Securities Act of 1933, as amended, and were issued in
reliance on Rule 4(2) of the Securities Act.

USE OF PROCEEDS FROM REGISTERED SECURITIES

As of December 31, 2003, the Company had sold the following securities
pursuant to the Offering for the following aggregate offering prices:

o 821,399 shares on a best efforts basis for $8,195,512; and
o 2,479 shares pursuant to the Company's dividend reinvestment plan for
$24,790.

The total of shares and gross offering proceeds pursuant to the Offering
as of December 31, 2003 is 823,878 shares for $8,220,302. The above-stated
number of shares sold and the gross offering proceeds received from such sales
does not include the 20,000 shares purchased by Behringer Holdings preceding the
commencement of the Offering.

Through December 31, 2003, the Company incurred the following expenses in
connection with the issuance and distribution of the registered securities
pursuant to the Offering:

TYPE OF EXPENSE AMOUNT
-------------------------------------- ------------

Other expenses to affiliates $ 968,242
Other expenses to non-affiliates 14,819
------------

Total expenses $ 983,061
============

The net offering proceeds to the Company, after deducting the total
expenses paid and accrued described above, are $7,237,241.

Other expenses to affiliates above include commissions and dealer manager
fees paid to Behringer Securities LP, an affiliate of the Company, which
reallowed all or a portion of the commissions and fees to soliciting dealers.

10

Through December 31, 2003, the Company had used $2,101,186 of such net
offering proceeds to purchase its tenant in common interest in Minnesota Center,
net of the mortgage payable. Of the amount used for the purchase of the
Minnesota Center investment, $220,194 was paid to Behringer Advisors, an
affiliate of the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information regarding our equity
compensation plans as of December 31, 2003:

- ----------------------- --------------------------- ---------------------- -----------------------------
Number of securities to be Weighted-average Number of securities
issued upon exercise of exercise price of remaining available for
outstanding options, outstanding options, future issuance under
Plan Category warrants and rights warrants and rights equity compensation plans
- ----------------------- --------------------------- ---------------------- -----------------------------

Equity compensation
plans approved by
security holders - - 12,000,000*
- ----------------------- --------------------------- ---------------------- -----------------------------
Equity compensation
plans not approved by
security holders - - -
- ----------------------- --------------------------- ---------------------- -----------------------------
Total - - 12,000,000
- ----------------------- --------------------------- ---------------------- -----------------------------

* Includes 10,000,000 shares authorized under the Company's 2002 Employee Stock Option Plan, 1,000,000
shares authorized under the Company's Non-Employee Director Stock Option Plan, and 1,000,000 shares
authorized under the Company's Non-Employee Director Warrant Plan. No grants had been made under these
plans as of December 31, 2003.

ITEM 6. SELECTED FINANCIAL DATA.

The Company was formed in June 2002, and did not commence operations
until October 2003, when it accepted the minimum amount of subscriptions
pursuant to the Offering and made its first real estate investment. Accordingly,
the following selected financial data for the year ended December 31, 2003 is
not comparable to the period from inception (June 28, 2002) through December 31,
2002. The following data should be read in conjunction with the Company's
financial statements and the notes thereto and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing elsewhere
in this 10-K. The selected financial data presented below has been derived from
the Company's financial statements.

11

From inception
(June 28, 2002)
Year ended through
December 31, 2003 December 31, 2002
------------------- -------------------

Total assets $ 11,684,541 $ 197,295
=================== ===================

Long-term debt obligations $ 4,332,656 $ -
Other liabilities 280,514 -
Stockholders' equity 7,071,371 197,295
------------------- -------------------
Total liabilities and stockholders' equity $ 11,684,541 $ 197,295
=================== ===================

Revenues $ - $ -
Expenses (311,276) (3,805)
Other income 21,943 1,100
------------------- -------------------
Net loss $ (289,333) $ (2,705)
=================== ===================

Loss per share $ (2.03) $ (0.14)
Cash dividends declared per share $ 0.18 $ -

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with
the accompanying financial statements of the Company and the notes thereto.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's discussion and analysis of financial condition and results
of operations are based upon the Company's consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements requires the Company's management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenues and expenses,
and related disclosure of contingent assets and liabilities. On a regular basis,
the Company evaluates these estimates, including investment impairment. These
estimates are based on management's historical industry experience and on
various other assumptions that are believed to be reasonable under the
circumstances. Actual results may differ from these estimates.

INVESTMENT IMPAIRMENTS

For real estate directly owned by the Company, management will monitor
events and changes in circumstance indicating that the carrying amounts of the
real estate assets may not be recoverable. When such events or changes in
circumstances are present, the Company will assess potential impairment by
comparing estimated future undiscounted operating cash flows expected to be
generated over the life of the asset and from its eventual disposition, to the
carrying amount of the asset. In the event that the carrying amount exceeds the
estimated future undiscounted operating cash flows, the Company will recognize
an impairment loss to adjust the carrying amount of the asset to estimated fair
value.

For real estate owned by the Company through an investment in a joint
venture, tenant in common interest or other similar investment structure, at
each reporting date management compares the estimated fair value of its
investment to the carrying value. An impairment charge is recorded to the extent
the fair value of its investment is less than the carrying amount and the
decline in value is determined to be other than a temporary decline.

12

PURCHASE PRICE ALLOCATION

Upon the acquisition of real estate properties, the Company allocates the
purchase price of those properties to the tangible assets acquired, consisting
of land and buildings, and identified intangible assets. Identified intangible
assets consist of the fair value of above-market and below-market leases,
in-place leases, in-place tenant improvements and tenant relationships.

The fair value of the tangible assets acquired, consisting of land and
buildings, is determined by valuing the property as if it were vacant, and the
"as-if-vacant" value is then allocated to land and buildings based on
management's determination of the relative fair value of these assets.
Management's estimates of value are made using discounted cash flow analyses or
similar methods. Factors considered by management in its analysis include an
estimate of carrying costs during hypothetical expected lease-up periods
considering current market conditions, and costs to execute similar leases.
Management also considers information obtained about each property as a result
of pre-acquisition due diligence, marketing and leasing activities in estimating
the fair value of the tangible and intangible assets acquired. In estimating
carrying costs, management also includes real estate taxes, insurance and other
operating expenses and estimates of lost rentals at market rates during the
expected lease-up periods. Management also estimates costs to execute similar
leases including leasing commissions, legal and other related expenses to the
extent that such costs are not already incurred in connection with a new lease
origination as part of the transaction.

The Company determines the value of above-market and below-market
in-place leases for acquired properties based on the present value (using an
interest rate that reflects the risks associated with the leases acquired) of
the difference between (i) the contractual amounts to be paid pursuant to the
in-place leases and (ii) management's estimate of current market lease rates for
the corresponding in-place leases, measured over a period equal to the remaining
non-cancelable terms of the respective leases. The fair value of above-market
and below-market leases are recorded by the Company as intangible assets and
amortized as an adjustment to rental income over the remaining non-cancelable
terms of the respective leases.

The total value of identified real estate intangible assets acquired are
further allocated to in-place lease values, in-place tenant improvements and
tenant relationships based on management's evaluation of the specific
characteristics of each tenant's lease and the Company's overall relationship
with that respective tenant. Characteristics considered by management in
allocating these values include the nature and extent of existing business
relationships with the tenant, growth prospects for developing new business with
the tenant, the tenant's credit quality and expectations of lease renewals
(including those existing under the terms of the lease agreement), among other
factors.

The Company amortizes the value of in-place leases to expense over the
initial term of the respective leases. The value of tenant relationship
intangibles are amortized to expense over the initial term and any anticipated
renewal periods, but in no event does the amortization period for intangible
assets exceed the remaining depreciable life of the building. Should a tenant
terminate its lease, the unamortized portion of the in-place lease value and
tenant relationship intangibles would be charged to expense.

RESULTS OF OPERATIONS

The Company commenced active operations when it received and accepted
subscriptions for a minimum of $2,500,000 pursuant to the Offering on October 1,
2003 and made its first real estate acquisition on October 15, 2003 with the
purchase of an undivided 14.4676% tenant in common interest in Minnesota Center.
See "Business - General Development of Business" and "Properties." As a result,
the Company's financial results for the year ended December 31, 2003 are not
comparable to results for the period from June 28, 2002 (date of inception)
through December 31, 2002.

Results of operations for the year ended December 31, 2003 consist
primarily of the following:

Interest expense of $60,833, including amortization of financing fees of
$2,730, relates to the Company's mortgage associated with its acquisition in
October 2003 of a tenant in common interest investment in Minnesota Center.

Property management fees of $10,220 consist of property management and
leasing fees as well as advisor asset management fees incurred in relation to
the Company's acquisition in October 2003 of a tenant in common interest
investment in Minnesota Center.

General and administrative expense of $240,223 includes a full year of
corporate overhead and administrative start-up expenses.

Equity in earnings of investments of $18,176 represents 2.5 months of
Company's interest in the operations of Minnesota Center.

Interest income of $3,767 includes a full year of interest income on
funds held by the Company.

Results in 2002 consist of general and administrative start-up expenses
and interest income on funds held by the Company.

CASH FLOW ANALYSIS

The Company commenced operations in October 2003 with the initial
acceptance of subscriptions for 280,423 shares of common stock, as well as the
acquisition of its first real estate investment in the form of the purchase of a
14.4676% tenant in common interest in Minnesota Center located in Bloomington,
Minnesota. Therefore, cash flows in 2003 are not necessarily comparable to other
periods. In 2003, the Company used $229,676 of cash from operations, primarily
due to the net loss incurred in 2003, partially offset by changes in current
assets and liabilities. Operating cash flows are expected to increase as
additional properties are added to the Company's investment portfolio. Cash
flows used in investing activities were $6,341,647 in 2003 and are entirely
attributable to the purchase of the tenant in common interest in Minnesota
Center, net of distributions. The cash flows from financing activities were
$11,521,889 in 2003 and result primarily from the issuance of common stock, net
of offering costs of $7,230,027 and borrowings of $4,340,280 under a loan
agreement with Greenwich Capital Financial Products, Inc., which was used to
partially finance the acquisition of the 14.4676% tenant in common interest in
Minnesota Center.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal demands for funds will be for property
acquisitions, either directly or through investment interests, for mortgage loan
investments, for the payment of operating expenses and dividends, and for the
payment of interest on the Company's outstanding indebtedness. Generally, cash
needs for items other than property acquisitions and mortgage loan investments
are expected to be met from operations, and cash needs for property acquisitions
are expected be met from the Offering and other offerings of the Company's
securities. However, there may be a delay between the sale of the Company's
shares and its purchase of properties or

13

mortgage loan investments, which could result in a delay in the benefits to its
stockholders, if any, of returns generated from the Company's operations. The
Company expects that at least 84.2% of the money that stockholders invest in the
Offering will be used to buy real estate, make or invest in mortgage loans or
make other investments and approximately 0.8% of the gross proceeds of the
Offering will be set aside as initial working capital reserves for such
properties. The remaining 15.0% will be used to pay expenses and fees for
selling commissions and dealer manager fees, organization and offering expenses,
acquisition and advisory fees and acquisition expenses. The Company's advisor
evaluates potential property acquisitions and mortgage loan investments and
engages in negotiations with sellers and borrowers on the Company's behalf.
Investors should be aware that after a contract for the purchase of a property
is executed, the property generally will not be purchased until the successful
completion of due diligence. During this period, the Company may decide to
temporarily invest any unused proceeds from the Offering in investments that
could yield lower returns than the properties. These lower returns may affect
the Company's ability to make distributions.

The amount of dividends to be distributed to the Company's stockholders
will be determined by its board of directors and is dependent on a number of
factors, including funds available for payment of dividends, financial
condition, capital expenditure requirements and annual distribution requirements
needed to maintain the Company's status as a REIT under the Internal Revenue
Code.

Potential future sources of capital include proceeds from secured or
unsecured financings from banks or other lenders, proceeds from the sale of
properties and undistributed funds from operations. If necessary, the Company
may use financings or other sources of capital in the event of unforeseen
significant capital expenditures.

The Company partially financed its acquisition of its tenant in common
interest in Minnesota Center on October 15, 2003 with borrowings of $4,340,280
under a loan agreement (the "Minnesota Center Loan Agreement") with Greenwich
Capital Financial Products, Inc. The Company, as well as the investors who
purchased the remaining tenant in common interests in Minnesota Center are each
individually a party to the Minnesota Center Loan Agreement. The total
borrowings (the "Minnesota Center Loan") of all tenant in common interest
holders under the Minnesota Center Loan Agreement was $30,000,000. The Minnesota
Center Loan accrues interest at 6.181%, and requires principal and interest
payments monthly based on a 30-year amortization period, with any unamortized
principal due at maturity on November 1, 2010. The Minnesota Center Loan
Agreement requires a minimum debt coverage ratio of not less than 1.10 and
permits no prepayment until the earlier of (i) 42 months following inception of
the loan or (ii) two years after securitization (the "Lockout Period"). The
Minnesota Center Loan may only be prepaid after the Lockout Period. As of
December 31, 2003, the Company's outstanding principal balance under the
Minnesota Center Loan Agreement was $4,332,656.

On January 28, 2004, the Company and Behringer Holdings entered into an
agreement whereby the Company would provide loan guarantees to Behringer
Holdings, so that Behringer

14

Holdings may use such loan guarantees to secure short-term loans from lenders to
fund acquisition and syndication costs related to acquiring real estate projects
for tenant in common syndication. Each guaranty will be for a period not to
exceed six months and shall be limited to no more than $1,000,000. Behringer
Holdings must pay to the Company a 1% fee of any loan guaranteed by the Company
for each six-month period. During February 2004, the Company placed $2,500,000
in restricted money market accounts with lenders as security for funds advanced
to Behringer Holdings and had guaranteed $55,000 of loans to Behringer Holdings.

On January 29, 2004, Behringer OP I made a deposit in the amount of
$655,000 for the future purchase of a tenant in common interest in an office
building located in Houston, Texas which is expected to close early in the
second quarter of 2004.

The Company expects to meet its future short-term operating liquidity
requirements through net cash provided by its current property operations and
the operations of properties to be acquired in the future. Management also
expects that the Company's properties will generate sufficient cash flow to
cover operating expenses plus pay a monthly dividend. Operating cash flows are
expected to increase as additional properties are added to the portfolio. Other
potential future sources of capital include proceeds from secured or unsecured
financings from banks or other lenders, proceeds from the sale of properties and
undistributed funds from operations. If necessary, the Company may use
financings or other sources of capital in the event of unforeseen significant
capital expenditures.

OFF-BALANCE SHEET ARRANGEMENTS

In January 2004, the Company and Behringer Holdings entered into an
agreement whereby the Company would provide loan guarantees to Behringer
Holdings, so that Behringer Holdings may use such loan guarantees to secure
short-term loans from lenders to fund acquisition and syndication costs related
to acquiring real estate projects for tenant in common

15

syndication. Each guaranty will be for a period not to exceed six months and
shall be limited to no more than $1,000,000. Behringer Holdings must pay to the
Company a 1% fee of any loan guaranteed by the Company for each six-month
period. During February 2004, the Company placed $2,500,000 in restricted money
market accounts with lenders as security for funds advanced to Behringer
Holdings and had guaranteed $55,000 of loans to Behringer Holdings.

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

CONTRACTUAL OBLIGATIONS

The following table summarizes the Company's contractual obligations as
of December 31, 2003:

Payments due by period
------------------------------------------------------
Less More
than 1 1-3 3-5 than 5
Total year years years years

Long-Term Debt Obligations $4,332,656 $ 47,462 $105,923 $ 119,283 $ 4,059,988

NEW ACCOUNTING PRONOUNCEMENTS

FASB Interpretation ("FIN") No. 46, "Consolidation of Variable Interest
Entities, an Interpretation of ARB No. 51" was issued in January 2003. In
December 2003, FIN No. 46R was issued, which replaced FIN No. 46 and clarified
ARB No. 51. This FIN requires the consolidation of variable interest entities in
which the Company is deemed to be the primary beneficiary, as defined. The
adoption of FIN No. 46 did not have a material effect on the financial
condition, results of operations, or liquidity of the Company. Interests in
entities acquired or created after December 31, 2003 will be evaluated based on
FIN No. 46R criteria and consolidation of these interests may be required.

INFLATION

The real estate market has not been affected significantly by inflation
in the past several years due to the relatively low inflation rate. The majority
of the Company's leases contain inflation protection provisions applicable to
reimbursement billings for common area maintenance charges, real estate tax and
insurance reimbursements on a per square foot basis, or in some cases, annual
reimbursement of operating expenses above a certain per square foot allowance.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company has limited exposure to financial market risks, including
changes in interest rates and other relevant market prices. The Company has no
investments that would be affected by an increase or decrease in interest rates.
The Company's only borrowing is a mortgage payable at a fixed rate of interest
of 6.181%, maturing on November 1, 2010. This fixed rate mortgage payable
totaling $4,332,656 as of December 31, 2003 has a fair value of $4,455,000 based
upon interest rates for mortgages with similar terms and remaining maturities
that management believes the Company could obtain. See "Management's Discussion
and Analysis of Financial Condition and Results of Operation - Liquidity and
Capital Resources." The Company does not have any foreign operations and thus is
not exposed to foreign currency fluctuations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required by this Item 8 is hereby incorporated by
reference to the Company's Financial Statements beginning on page F-1 of this
Annual Report on Form 10-K.

16

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Within the 90-day period prior to the filing of this report, the
Company's management evaluated, with the participation of the Company's
principal executive officer and principal financial officer, the effectiveness
of the Company's disclosure controls and procedures as of December 31, 2003.
Based on that evaluation, the Company's principal executive officer and
principal financial officer have concluded that the Company's disclosure
controls and procedures were effective as of the end of the period covered by
this report. To these officers' knowledge, there were no significant changes in
the Company's internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.

17

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information required by this Item will be presented in the Company's
definitive proxy statement for the annual meeting of stockholders to be held on
May 27, 2004, which will be filed with the Securities and Exchange Commission on
or about April 29, 2004, and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this Item will be presented in the Company's
definitive proxy statement for the annual meeting of stockholders to be held on
May 27, 2004, which will be filed with the Securities and Exchange Commission on
or about April 29, 2004, and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The information required by this Item will be presented in the Company's
definitive proxy statement for the annual meeting of stockholders to be held on
May 27, 2004, which will be filed with the Securities and Exchange Commission on
or about April 29, 2004, and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by this Item will be presented in the Company's
definitive proxy statement for the annual meeting of stockholders to be held on
May 27, 2004, which will be filed with the Securities and Exchange Commission on
or about April 29, 2004, and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by this Item will be presented in the Company's
definitive proxy statement for the annual meeting of stockholders to be held on
May 27, 2004, which will be filed with the Securities and Exchange Commission on
or about April 29, 2004, and is incorporated herein by reference.

18

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) LIST OF DOCUMENTS FILED.

1. FINANCIAL STATEMENTS

The list of the financial statements filed as part of this Annual
Report on Form 10-K is set forth on page F-1 herein.

2. FINANCIAL STATEMENT SCHEDULES

None. See (d) below.

3. EXHIBITS

The list of exhibits filed as part of this Annual Report on Form
10-K is submitted in the Exhibit Index following the financial
statements in response to Item 601 of Regulation S-K.

(b) REPORTS ON FORM 8-K.

The Company filed the following Current Reports on Form 8-K during the
fourth quarter of 2003:

1. On October 20, 2003, the Company filed a Current Report on Form
8-K reporting the acquisition of the Minnesota Center Building.
2. On December 24, 2003, the Company filed Amendment No. 1 to Current
Report on Form 8-K/A providing the required financial statements
relating to the acquisition of the Minnesota Center Building.
3. On December 30, 2003, the Company filed a Current Report on Form
8-K reporting the declaration of dividends for the 1st quarter of
2004 in the amount of a 7% annualized percentage rate of return on
an investment of $10 per share in the common stock of the Company.

(c) EXHIBITS

The exhibits filed in response to Item 601 of Regulation S-K are listed
on the Exhibit Index attached hereto.

(d) FINANCIAL STATEMENT SCHEDULES

All financial statement schedules have been omitted because the required
information of such schedules is not present, is not present in amounts
sufficient to require a schedule or is included in the consolidated
financial statements.

19

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.

BEHRINGER HARVARD REIT I, INC.

Dated: March 30, 2004 By: /s/ Robert M. Behringer
--------------------------------------
Robert M. Behringer
President, Chief Executive Officer
and Chairman of the Board of Directors

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

March 30, 2004 /s/ Robert M. Behringer
--------------------------------------
Robert M. Behringer
President, Chief Executive Officer
and Chairman of the Board of Directors
(Principal Executive Officer)

March 30, 2004 /s/ Robert S. Aisner
--------------------------------------
Robert S. Aisner
Chief Operating Officer and Director

March 30, 2004 /s/ Gary S. Bresky
--------------------------------------
Gary S. Bresky
Chief Financial Officer and Treasurer
(Principal Financial Officer)
(Principal Accounting Officer)

March 30, 2004 /s/ Charles G. Dannis
--------------------------------------
Charles G. Dannis
Director

March 30, 2004 /s/ Stephen J. Kaplan
--------------------------------------
Stephen J. Kaplan
Director

March 30, 2004 /s/ Steven W. Partridge
--------------------------------------
Steven W. Partridge
Director

20

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PAGE

Report of Independent Auditors F-2

Consolidated Balance Sheets as of December 31, 2003 and 2002 F-3

Consolidated Statements of Operations for the Year ended December 31, 2003 and
for the period from June 28, 2002 (date of inception) through December 31, 2002 F-4

Consolidated Statements of Stockholders' Equity for the Year ended
December 31, 2003 and for the period from June 28, 2002 (date of inception)
through December 31, 2002 F-5

Consolidated Statements of Cash Flows for the Year ended December 31, 2003
and for the period from June 28, 2002 (date of inception) through December 31, 2002 F-6

Notes to Consolidated Financial Statements for the Year Ended December 31, 2003
and for the period from June 28, 2002 (date of inception) through December 31, 2002 F-7

F-1

REPORT OF INDEPENDENT AUDITORS

To the Stockholders and Board of Directors of
Behringer Harvard REIT I, Inc.:

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, stockholders' equity and cash flows
present fairly, in all material respects, the financial position of Behringer
Harvard REIT I, Inc. and its subsidiaries at December 31, 2003 and 2002, and the
results of their operations and their cash flows for the year ended December 31,
2003 and the period from June 28, 2002 (date of inception) through 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.

/s/ PricewaterhouseCoopers LLP

Dallas, Texas
March 30, 2004

F-2

BEHRINGER HARVARD REIT I, INC.
CONSOLIDATED BALANCE SHEETS

DECEMBER 31, DECEMBER 31,
2003 2002
----------------- -----------------

ASSETS
Cash and cash equivalents $ 5,146,856 $ 196,290
Restricted cash 10,492 -
Prepaid expenses and other assets 77,837 1,005
Investment in tenant in common interest 6,359,823 -
Deferred financing fees, net of accumulated
amortization of $2,730 89,533 -
----------------- -----------------
TOTAL ASSETS $ 11,684,541 $ 197,295
================= =================

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Mortgage payable $ 4,332,656 $ -
Accounts Payable 18,068 -
Payables to affiliates 76,608 -
Dividends payable 41,994 -
Accrued liabilities 133,867 -
Subscriptions for common stock 9,977 -
----------------- -----------------
TOTAL LIABILITIES 4,613,170 -

STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value per share;
50,000,000 shares authorized, none outstanding - -
Common stock, $.0001 par value per share;
350,000,000 shares authorized, 843,878 and
20,000 shares issued and outstanding at December 31,
2003 and December 31, 2002, respectively 84 2
Additional paid-in capital 7,454,733 199,998
Cumulative distributions in excess of net income (383,446) (2,705)
----------------- -----------------
TOTAL STOCKHOLDERS' EQUITY 7,071,371 197,295
----------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,684,541 $ 197,295
================= =================

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

F-3

BEHRINGER HARVARD REIT I, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

FROM INCEPTION
YEAR (JUNE 28, 2002)
ENDED THROUGH
DECEMBER 31, 2003 DECEMBER 31, 2002
----------------- -----------------

Total revenues $ - $ -

Expenses
Interest 60,833 -
Property management fees 10,220 -
General and administrative 240,223 3,805
----------------- -----------------
Total expenses 311,276 3,805
----------------- -----------------

Interest income 3,767 1,100
----------------- -----------------

Net loss before equity in earnings of
investment in tenant in common interest (307,509) (2,705)

Equity in earnings of investment
in tenant in common interest 18,176 -

----------------- -----------------
Net loss $ (289,333) $ (2,705)
================= =================

Basic and diluted weighted
average shares outstanding 142,430 20,000

Basic and diluted loss per share $ (2.03) $ (0.14)

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

F-4

Behringer Harvard REIT I, Inc.
Consolidated Statements of Stockholders' Equity

Common Stock Distributions
-------------------------- Additional In Excess Total
Number Par Paid-in of Net Stockholders'
of Shares Value Capital Income Equity
------------ ------------ ---------------- --------------- -----------------

Balance at June 28, 2002 (date of inception) - $ - $ - $ - $ -

Common stock issued to -
Behringer Harvard Holdings, LLC 20,000 2 199,998 - 200,000

Net loss - - - (2,705) (2,705)
------------ ------------ ---------------- --------------- -----------------

Balance at December 31, 2002 20,000 2 199,998 (2,705) 197,295
------------ ------------ ---------------- --------------- -----------------

Issuance of common stock, net 821,399 82 7,229,945 7,230,027

Dividends declared on common stock (91,408) (91,408)
($0.18 per share)

Shares issued pursuant to Dividend
Reinvestment Program 2,479 - 24,790 24,790

Net loss - - - (289,333) (289,333)
------------ ------------ ---------------- --------------- -----------------

Balance at December 31, 2003 843,878 $ 84 $ 7,454,733 $ (383,446) $ 7,071,371
============ ============ ================ =============== =================

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

F-5

BEHRINGER HARVARD REIT I, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

FROM INCEPTION
YEAR (JUNE 28, 2002)
ENDED THROUGH
DECEMBER 31, 2003 DECEMBER 31, 2002
----------------- -----------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (289,333) $ (2,705)
Adjustments to reconcile net loss to
net cash flows used in operating activities
Amortization of deferred financing fees 2,730 -
Equity in earnings of investment in tenant in
common interest (18,176) -
Change in prepaid expenses and other assets (76,832) (1,005)
Change in accounts payable 18,068 -
Change in accrued liabilities 133,867 -
----------------- -----------------
CASH USED IN OPERATING ACTIVITIES (229,676) (3,710)
----------------- -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
Distributions from investments 99,819 -
Purchase of interest in Minnesota Center (6,441,466) -
----------------- -----------------
CASH USED IN INVESTING ACTIVITIES (6,341,647) -
----------------- -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from mortgage note 4,340,280 -
Financing costs (92,263) -
Payments on mortgage notes (7,624) -
Issuance of common stock 8,195,512 -
Offering costs (965,485) -
Dividends (24,624) -
Change in subscriptions for common stock 9,977 -
Change in restricted cash (10,492) -
Change in payables to affiliates 76,608 -
----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES 11,521,889 -
----------------- -----------------

Net change in cash and cash equivalents 4,950,566 (3,710)
Cash and cash equivalents at beginning of period 196,290 200,000
----------------- -----------------
Cash and cash equivalents at end of year $ 5,146,856 $ 196,290
================= =================

SUPPLEMENTAL DISCLOSURE:
Interest paid $ 58,103 $ -
Income taxes paid $ - $ -

NON-CASH FINANCING ACTIVITIES:
Common stock issued in dividend reinvestment program $ 24,790 $ -
Dividends payable in common stock under dividend
reinvestment program 22,403 -

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

F-6

BEHRINGER HARVARD REIT I, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS AND ORGANIZATION

BUSINESS

Behringer Harvard REIT I, Inc. (the "Company") is a Maryland corporation
formed in June 2002, which intends to qualify as a real estate investment trust
("REIT"). The Company was organized to invest in commercial real estate
properties (generally institutional quality office buildings and other
commercial properties) and lease each such property to one or more tenants. The
Company is currently offering its common stock pursuant to the public offering
which commenced on February 19, 2003 (the "Offering") and is described below.

The Company commenced operations in October 2003 upon its initial
acceptance of subscriptions for 280,423 shares of common stock, which satisfied
the minimum offering requirement of $2,500,000 established for the Offering,
prior to which the Company was considered a development stage entity. On October
15, 2003, the Company, through its operating limited partnership, Behringer
Harvard Operating Partnership I LP ("Behringer OP I"), acquired an undivided
14.4676% tenant in common interest in Minnesota Center, a 14-story office
building containing approximately 276,425 (unaudited) rentable square feet and
located on approximately four acres of land in Bloomington, Minnesota. The
purchase price for the Company's tenant in common interest was $6,441,466,
including closing costs of $261,644. The Company used borrowings of $4,340,280
under a loan agreement with Greenwich Capital Financial Products, Inc. to pay a
portion of the purchase price and paid the remaining purchase price from
proceeds of the Offering, as defined in "Organization" below. The Company's
tenant in common interest is held by Behringer Harvard Minnesota Center TIC II,
LLC ("Behringer Minnesota"), a single purpose Delaware limited liability company
that is wholly owned by Behringer OP I. The remaining tenant in common interests
in Minnesota Center were acquired by various investors who purchased their
interests in a private offering sponsored by the Company's affiliate, Behringer
Harvard Holdings, LLC ("Behringer Holdings").

Substantially all of the Company's business is conducted through
Behringer OP I, a Texas limited partnership organized in 2002. The Company is
the owner of a 0.1% interest in Behringer OP I as its general partner. The
remaining 99.9% of Behringer OP I is held as a limited partner's interest by BHR
Partners, LLC ("BHR Partners"), a Delaware limited liability company which is a
wholly owned subsidiary of the Company.

The Company's advisor is Behringer Advisors LP ("Behringer Advisors"), a
Texas limited partnership formed in 2002. Behringer Advisors is an affiliate of
the Company. Behringer Advisors is responsible for managing the Company's
affairs on a day-to-day basis and for identifying and making acquisitions and
investments on behalf of the Company.

ORGANIZATION

On February 19, 2003, the Company commenced the Offering of up to
80,000,000 shares of common stock offered at a price of $10 per share pursuant
to a Registration Statement on Form S-11 filed under the Securities Act of 1933.

The Registration Statement also covers up to 8,000,000 shares available
pursuant to the Company's dividend reinvestment plan and up to 3,520,000 shares
issuable to broker-dealers pursuant to warrants whereby participating
broker-dealers will have the right to purchase one share for every 25 shares
they sell pursuant to the Offering ("Offering Warrants"). The Offering is a best
efforts continuous offering that terminates no later than February 19, 2005.

As December 31, 2003, the Company had accepted subscriptions for 843,878
shares of its common stock, including 20,000 shares owned by Behringer Holdings.
As of December 31, 2003, individual broker-dealers had the right to acquire up
to 32,856 of Offering Warrants for a nominal fee, however, none had been issued.
As of December 31, 2003, the Company had no shares of preferred stock issued and
outstanding and no stock options had been issued.

F-7

The Company admits new stockholders pursuant to the Offering at least
monthly. All subscription proceeds are held in escrow until the subscribing
investors are admitted as stockholders. Upon admission of new stockholders,
subscription proceeds are released to the Company from escrow and may be
utilized as consideration for investments and the payment or reimbursement of
dealer manager fees, selling commissions, organization and offering expenses and
operating expenses. Until required for such purposes, net offering proceeds are
held in short-term, liquid investments.

The Company's common stock is not currently listed on a national
exchange. However, management anticipates listing the common stock on a national
exchange on or before the twelfth anniversary of the termination of the
Offering. In the event the Company does not obtain listing prior to the twelfth
anniversary of the termination of the Offering, the Company charter requires the
Company to begin the sale of its properties and liquidation of its assets.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect (i) the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and (ii) the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

The consolidated financial statements include the accounts of the Company
and its directly or indirectly wholly owned subsidiaries, Behringer OP I and BHR
Partners. All intercompany transactions, balances and profits have been
eliminated in consolidation.

CASH AND CASH EQUIVALENTS

The Company considers investments in highly-liquid money market funds
with maturities of three months or less to be cash equivalents. The carrying
amount of cash and cash equivalents reported in the balance sheet approximates
fair value.

RESTRICTED CASH

Subscription proceeds are held in escrow until investors are admitted as
stockholders. The Company admits new stockholders at least monthly. Upon
acceptance of stockholders, shares of stock are issued and subscription proceeds
are released to the Company from escrow.

INVESTMENT IN TENANT IN COMMON INTEREST

As of December 31, 2003, the "Investment in tenant in common interest" on
the Company's balance sheet consists of the Company's 14.4676% interest in the
Minnesota Center building in Bloomington, Minnesota acquired in October 2003.
Consolidation of this investment is not required as it does not qualify as a
variable interest entity as defined in FIN No. 46R.

The Company accounts for this investment using the equity method of
accounting in accordance with Accounting Principles Board ("APB") Opinion No.
18, "The Equity Method of Accounting for Investments in Common Stock." The
equity method of accounting requires the investment initially to be recorded at
cost and subsequently increased (decreased) for the Company's share of net
income (loss), including eliminations for the Company's share of intercompany
transactions and reduced when distributions are received. The equity method of
accounting is utilized by the Company because the shared decision making
involved in a tenant in common interest investment creates an opportunity for
the Company to have some influence on the operating and financial decisions of
Minnesota Center and thereby creates some responsibility by the Company for a
return on its investment. Therefore, it is appropriate to include the results of
operations of Minnesota Center in the earnings or losses of the Company.

F-8

DEFERRED FINANCING FEES

Deferred financing fees are capitalized and amortized on a straight-line
basis over the term of the related financing arrangement, which approximates the
effective interest method.

INVESTMENT IMPAIRMENTS

For real estate directly owned by the Company, management will monitor
events and changes in circumstance indicating that the carrying amounts of the
real estate assets may not be recoverable. When such events or changes in
circumstances are present, the Company will assess potential impairment by
comparing estimated future undiscounted operating cash flows expected to be
generated over the life of the asset and from its eventual disposition, to the
carrying amount of the asset. In the event that the carrying amount exceeds the
estimated future undiscounted operating cash flows, the Company will recognize
an impairment loss to adjust the carrying amount of the asset to estimated fair
value.

For real estate owned by the Company through an investment in a joint
venture, tenant in common interest or other similar investment structure, at
each reporting date management compares the estimated fair value of its
investment to the carrying value. An impairment charge is recorded to the extent
the fair value of its investment is less than the carrying amount and the
decline in value is determined to be other than a temporary decline.

PURCHASE PRICE ALLOCATION

Upon the acquisition of real estate properties, the Company allocates the
purchase price of those properties to the tangible assets acquired, consisting
of land and buildings, and identified intangible assets. Identified intangible
assets consist of the fair value of above-market and below-market leases,
in-place leases, in-place tenant improvements and tenant relationships.

The fair value of the tangible assets acquired, consisting of land and
buildings, is determined by valuing the property as if it were vacant, and the
"as-if-vacant" value is then allocated to land and buildings based on
management's determination of the relative fair value of these assets.
Management's estimates of value are made using discounted cash flow analyses or
similar methods. Factors considered by management in its analysis include an
estimate of carrying costs during hypothetical expected lease-up periods
considering current market conditions, and costs to execute similar leases.
Management also considers information obtained about each property as a result
of pre-acquisition due diligence, marketing and leasing activities in estimating
the fair value of the tangible and intangible assets acquired. In estimating
carrying costs, management also includes real estate taxes, insurance and other
operating expenses and estimates of lost rentals at market rates during the
expected lease-up periods. Management also estimates costs to execute similar
leases including leasing commissions, legal and other related expenses to the
extent that such costs are not already incurred in connection with a new lease
origination as part of the transaction.

The Company determines the value of above-market and below-market
in-place leases for acquired properties based on the present value (using an
interest rate which reflects the risks associated with the leases acquired) of
the difference between (i) the contractual amounts to be paid pursuant to the
in-place leases and (ii) management's estimate of current market lease rates for
the corresponding in-place leases, measured over a period equal to the remaining
non-cancelable terms of the respective leases. The fair value of above-market
and below-market leases are recorded by the Company as intangible assets and
amortized as an adjustment to rental income over the remaining non-cancelable
terms of the respective leases.

The total value of identified real estate intangible assets acquired are
further allocated to in-place lease values, in-place tenant improvements and
tenant relationships based on

F-9

management's evaluation of the specific characteristics of each tenant's lease
and the Company's overall relationship with that respective tenant.
Characteristics considered by management in allocating these values include the
nature and extent of existing business relationships with the tenant, growth
prospects for developing new business with the tenant, the tenant's credit
quality and expectations of lease renewals (including those existing under the
terms of the lease agreement), among other factors.

The Company amortizes the value of in-place leases to expense over the
initial term of the respective leases. The value of tenant relationship
intangibles are amortized to expense over the initial term and any anticipated
renewal periods, but in no event does the amortization period for intangible
assets exceed the remaining depreciable life of the building. Should a tenant
terminate its lease, the unamortized portion of the in-place lease value and
tenant relationship intangibles would be charged to expense.

REVENUE RECOGNITION

The Company recognizes rental income generated from all leases on real
estate assets in which it has an ownership interest, either directly or through
investments in joint ventures, on a straight-line basis over the terms of the
respective leases. Some leases contain provisions for the tenant's payment of
additional rent after certain tenant sales revenue thresholds are met. Such
contingent rent is recognized as revenue after the related revenue threshold is
met.

DEPRECIATION

Depreciation will be computed using the straight-line method over
estimated useful lives of 3 to 25 years for financial reporting purposes.

OPERATING COST REIMBURSEMENTS

The Company bills tenants for operating cost reimbursements in accordance
with the respective lease terms, either directly or through investments in joint
ventures, on a monthly basis at amounts estimated largely on actual prior period
activity and budgets. Such billings are adjusted on an annual basis as
necessary, based on the actual costs incurred during the period and the
respective lease terms. The Company records operating cost reimbursements as
revenue when earned.

DEFERRED PROJECT COSTS

The Company pays its advisor an acquisition and advisory fee of 3.0% of
the contract price of each investment. In addition, the Company reimburses its
advisor for investment acquisition expenses in an amount of up to 0.5% of the
contract price of the Company's investments subject to certain overall
limitations. Pending such reimbursement, the Company's advisor bears such
expenses, and bears all such expenses to the extent they exceed 0.5% of the
contract price of the Company's investments. These costs are capitalized to the
real estate assets, either directly or through investments in joint ventures,
and are depreciated over the useful lives of the respective real estate assets.

DEFERRED OFFERING COSTS

The Company's advisor funds all of the organization and offering costs on
the Company's behalf and is reimbursed for such organization and offering costs
up to 2.5% of cumulative capital raised by the Company in its current public
offering. Organization and offering costs include items such as legal and
accounting fees, marketing, promotional and printing costs, and specifically
exclude internal salaries and offering costs. The Company is required to repay
the Company's advisor, at an amount equal to the lesser of 2.5% of cumulative
capital raised or actual costs incurred by third parties less previous
reimbursements paid to the advisor. All offering costs are recorded as an offset
to additional paid-in capital, and all organization costs are recorded as an
expense at the time the Company becomes liable for the payment of these amounts.

F-10

CONCENTRATION OF CREDIT RISK

At December 31, 2003, the Company had cash and cash equivalents and
restricted cash on deposit in four financial institutions in excess of federally
insured levels. The Company regularly monitors the financial stability of these
financial institutions and believes that it is not exposed to any significant
credit risk in cash and cash equivalents or restricted cash.

EARNINGS PER SHARE

Earnings per share are calculated based on the weighted average number of
common shares outstanding during each period. As of December 31, 2003, there
were no common stock equivalents outstanding. As of December 31, 2003,
individual broker-dealers had the right to acquire up to 32,856 of Offering
Warrants for a nominal fee, however, none had been issued and no stock options
were outstanding as of December 31, 2003.

INCOME TAXES

The Company currently accounts for income taxes in accordance with
Statement of Financial Accounting Standards 109, Accounting for Income Taxes
("SFAS 109"). Under the liability method of SFAS 109, deferred taxes are
determined based on the differences between the financial statements and tax
bases of assets and liabilities using enacted tax rates in effect in the years
the differences are expected to reverse. Currently, the Company has a deferred
tax asset of approximately $113,895. This deferred tax asset has been fully
reserved for as the Company anticipates qualifying as a REIT.

The Company's management will evaluate plans to make an election to be
taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code,
effective for the Company's taxable year ending December 31, 2004. The Company
believes that, commencing with the taxable year for which such election is made,
it will be organized and will operate in such a manner as to qualify for
taxation as a REIT under the Internal Revenue Code, and it intends to continue
to operate in such a manner, but no assurance can be given that it will operate
in a manner so as to qualify or remain qualified as a REIT.

If the Company qualifies for taxation as a REIT, it generally will not be
subject to federal corporate income taxes on income that it distributes
currently to its stockholders.

3. NEW ACCOUNTING PRONOUNCEMENTS

FASB Interpretation ("FIN") No. 46, "Consolidation of Variable Interest
Entities, an Interpretation of ARB 51" was issued in January 2003. In December
2003, FIN No. 46R was issued, which replaced FIN No. 46 and clarified ARB 51.
This FIN requires the consolidation of variable interest entities in which the
Company is deemed to be the primary beneficiary, as defined. As of December 31,
2003, the Company did not own an interest in a variable interest entity and the
adoption of FIN No. 46 did not have a material effect on the financial
condition, results of operations, or liquidity of the Company. Interests in
entities acquired or created after December 31, 2003 will be evaluated based on
FIN No. 46R criteria and consolidation of these interests may be required.

4. INVESTMENT IN TENANT IN COMMON INTEREST

The following is a summary of the Company's undivided 14.4676% tenant in
common interest investment in the Minnesota Center as of December 31, 2003:

Tenant in Carrying
Common Value of Mortgage
Property Name Interest Investment Payable
------------------ ------------- -------------- -----------
Minnesota Center 14.4676% $6,359,823 $4,332,656

F-11

The Company's undivided 14.4676% tenant in common interest investment in
the Minnesota Center as of December 31, 2003 consists of its proportionate share
of the following assets and liabilities:

Land $ 3,500,000
Buildings, net 33,120,164
Real estate intangibles, net 7,013,383
Cash and cash equivalents 271,249
Restricted cash 2,259,189
Accounts receivable and other assets 408,862
----------------
Total Assets $ 46,572,847
================

Total Liabilities $ 1,037,245

Equity 45,535,602

----------------
Total Liabilities and Equity $ 46,572,847
================

The difference between the carrying value of the Company's investment in
tenant in common interest of $6,359,823 and 14.4676% of the underlying net
equity of $6,587,909 is a result of the fact that the Company's purchase price
differed from the other tenant in common interest holders.

In 2003, the Company recorded $18,176 of equity in earnings from its
undivided 14.4676% tenant in common interest investment in the Minnesota Center.
The Company's equity in earnings from this tenant in common investment is its
proportionate share of the following earnings of the Minnesota Center for the
period October 15, 2003 (date of acquisition) through December 31, 2003:

Revenue $ 1,393,364

Operating expenses:
Operating expenses 462,225
Property taxes 258,248
----------------
Total operating expenses 720,473

----------------
Operating income 672,891
----------------

Non-operating (income) expenses
Depreciation and amortization 550,900
Interest income (3,644)
----------------
Total non-operating (income) expenses 547,256

Net income $ 125,635
================

F-12

The following table summarizes contractual rent at Minnesota Center for
the years ending December 31:

2004 $ 4,010,345
2005 3,662,002
2006 3,012,213
2007 2,674,674
2008 1,645,492
Beyond 1,635,790
--------------
Total $16,640,516
==============

5. MORTGAGE PAYABLE

The Company partially financed its acquisition of its 14.4676% tenant in
common interest in Minnesota Center on October 15, 2003 with borrowings of
$4,340,280 (the "Minnesota Center Loan") under a non-recourse loan agreement
with Greenwich Capital Financial Products, Inc (the "Minnesota Center Loan
Agreement"). The Company, as well as the investors who purchased the remaining
tenant in common interests in Minnesota Center are each individually a party to
the Minnesota Center Loan Agreement. The total borrowings of all tenant in
common interest holders under the Minnesota Center Loan Agreement was
$30,000,000. The Minnesota Center Loan accrues interest at 6.181%, and requires
principal and interest payments monthly based on a 30-year amortization period,
with any unamortized principal due at maturity on November 1, 2010. The
Minnesota Center Loan Agreement requires a minimum debt coverage ratio of not
less than 1.10 and permits no prepayment until the earlier of (i) 42 months
following inception of the Minnesota Center Loan or (ii) two years after
securitization ("Minnesota Center Lockout Period"). The Minnesota Center Loan
may only be prepaid after the Minnesota Center Lockout Period. The Minnesota
Center loan is guaranteed by Robert M. Behringer and Behringer Harvard Holdings
LLC. As of December 31, 2003, the outstanding principal balance under the
Minnesota Center Loan Agreement was $4,332,656.

Maturities of the mortgage payable are summarized as follows:

2004 $ 47,462
2005 51,307
2006 54,616
2007 58,139
2008 61,144
Thereafter 4,059,988

--------------
Total $ 4,332,656
==============

The Minnesota Center Loan Agreement contains requirements with regard to
certain operating and financial covenants, including, but not limited to,
payment of taxes, repairs and maintenance, environmental matters, and
restrictions on indebtedness. For the year ended

F-13

December 31, 2003, the Company was in compliance with all covenants under the
Minnesota Center Loan Agreement.

6. STOCKHOLDERS' EQUITY

CAPITALIZATION

As of December 31, 2003, the Company had accepted subscriptions for
843,878 shares of its common stock, including 20,000 shares owned by Behringer
Holdings. As of December 31, 2003, individual broker-dealers had the right to
acquire up to 32,856 of Offering Warrants for a nominal fee, however, none had
been issued. As of December 31, 2003, the Company had no shares of preferred
stock issued and outstanding and no stock options had been issued.

COMMON STOCK REDEMPTION PLAN

The Company's board of directors has authorized a common stock redemption
plan for investors who hold their shares for more than one year. The purchase
price for the redeemed shares will generally equal the lesser of (1) the price
the stockholder actually paid for the shares or (2) either (i) prior to the time
the Company begins having appraisals performed by an independent third party,
$8.50 per share, or (ii) after the Company begins obtaining such appraisals,
90.0% of the net asset value per share, as determined by the appraisals. The
Company's board of directors reserve the right in their sole discretion at any
time and from time to time to (1) waive the one-year holding period in the event
of the death or bankruptcy of a limited partner or other exigent circumstances,
(2) reject any request for redemption, (3) change the purchase price for
redemptions, or (4) terminate, suspend and/or reestablish the unit redemption
program. The purchase price for shares redeemed upon the death of a stockholder,
until the Company begins having appraisals performed by an independent third
party, will be equal to the price the stockholder actually paid for the shares.
Thereafter, the purchase price will be the fair market value of the shares, as
determined by the appraisals. Under the terms of the plan, during any calendar
year, the Company will not redeem in excess of 3.0% of the weighted average
number of shares outstanding during the prior calendar year. In addition, the
Company's board of directors will determine whether the Company has sufficient
cash from operations to repurchase units, and such purchases will generally be
limited to 1.0% of operating cash flow for the previous fiscal year plus
proceeds of the Company's dividend reinvestment plan.

DIVIDENDS

The Company initiated the payment of monthly dividends in November 2003
in the amount of a 7.0% annualized percentage rate of return, based on an
investment in the Company's common stock of $10 per share and calculated on a
daily record basis of $0.0019178 per share on the outstanding shares of common
stock payable to stockholders of record. On December 29, 2003, the board of
directors declared the same such dividends to be paid for the first quarter of
2004. The Company has a Dividend Reinvestment Program ("DRIP") whereby
stockholders may elect to receive additional shares of common stock in lieu of a
cash dividend. The Company records all dividends when declared, except that the
stock issued through the DRIP program is recorded when the shares are actually
issued. The following are the dividends declared and the DRIP shares issued in
2003:

Month Dividends
Declared --------------------------------------------- DRIP
in 2003 Total Cash DRIP Shares
-------------- -------------- ------------- ------------- ------------

October $ 20,619 $ 10,477 $ 10,142 1,014
November 28,795 14,147 14,648 1,465
December 41,994 19,591 22,403 -
-------------- ------------- ------------- ------------
$ 91,408 $ 44,215 $ 47,193 2,479
============== ============= ============= ============

F-14

In January 2004, the Company issued 2,240 shares of common stock valued
at $22,403 to participants in the DRIP program in lieu of cash dividends
declared for December 2003.

7. STOCK PLANS

NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

The Company adopted the Behringer Harvard REIT I, Inc. Non-Employee
Director Stock Option Plan ("Director Option Plan") in June 2002. As of December
31, 2003, no options had been granted under such plan. A total of 1,000,000
shares have been authorized and reserved for issuance under the Director Option
Plan.

The exercise price for options initially granted under the Director
Option Plan will be $12.00 per share. The exercise price for future options
granted under the Director Option Plan will be at least 120% of the fair market
value of the Company's common stock as of the date that the options are granted.

NON-EMPLOYEE DIRECTOR WARRANT PLAN

The Company adopted the Behringer Harvard REIT I, Inc. Non-Employee
Director Warrant Plan ("Director Warrant Plan") in June 2002. A total of
1,000,000 shares of the Company's common stock has been authorized and reserved
for issuance under the Director Warrant Plan.

Under the Director Warrant Plan, each director who is not an employee of
the Company or Behringer Advisors or their affiliates will automatically receive
a warrant to purchase one share of the Company's common stock for every 25
shares of the Company's common stock that he or she purchases during the
purchase period. The exercise price of the warrants will initially be $12.00 per
share, and thereafter the exercise price will be equal to 120% of the fair
market value of the Company's common stock.

As of December 31, 2003, no warrants have been granted under the Director
Warrant Plan.

2002 EMPLOYEE STOCK OPTION PLAN

The Company adopted the Behringer Harvard REIT I, Inc. 2002 Employee
Stock Option Plan ("Employee Option Plan") in June 2002 pursuant to which
options may be issued to employees of the Company and certain of its affiliates.
A total of 10,000,000 shares of the Company's common stock have been authorized
and reserved for issuance under the Employee Option Plan. As of December 31,
2003, the Company has no employees and no options have been granted under the
Employee Option Plan.

The exercise price of options granted under the Employee Option Plan will
initially be $12.00 per share, and thereafter the exercise price of options
granted will be no less than 120% of the fair market value of the Company's
common stock.

8. RELATED PARTY TRANSACTIONS

Certain affiliates of the Company receive fees and compensation in
connection with the Offering, and in connection with the acquisition, management
and sale of the assets of the Company.

Behringer Securities LP ("Behringer Securities"), the Company's
affiliated dealer manager for the Offering, receives commissions of up to 7.0%
of gross offering proceeds before reallowance of commissions earned by
participating broker-dealers. In addition, up to 2.5% of gross proceeds before
reallowance to participating broker-dealers is paid to Behringer Securities as a
dealer manager fee; except that this dealer manager fee is reduced to 1.0% of
the gross proceeds of purchases made pursuant to the Company's dividend
reinvestment plan. Behringer Securities reallows all of its commissions of up to
7.0% of gross offering proceeds to participating broker-dealers and may reallow
a portion of its dealer manager fee of up to 1.5% of the gross offering proceeds
to be paid to such participating broker-dealers as marketing fees, including
bona fide conference fees incurred, and

F-15

due diligence expense reimbursement. In 2003, Behringer Securities commissions
and dealer manager fees totaled $558,218 and $205,136, respectively and were
capitalized as offering costs in "Additional paid-in capital" on the Company's
balance sheet.

Behringer Advisors, the affiliated advisor for the Company, or its
affiliates, may receive up to 2.5% of gross offering proceeds for reimbursement
of organization and offering expenses. As of December 31, 2003, $2,920,843 of
organization and offering expenses had been incurred by Behringer Advisors on
behalf of the Company, of which $204,887 had been reimbursed by the Company and
the balance of $2,715,956 will be reimbursed at a rate of 2.5% of future equity
raised. Of the $204,887 of organization and offering expenses reimbursed by the
Company through December 31, 2003, $187,312 was capitalized as offering costs in
"Additional paid-in capital" on the Company's balance sheet and $17,575 was
expensed as organizational costs. Behringer Advisors or its affiliates
determines the amount of organization and offering expenses owed based on
specific invoice identification as well as an allocation of costs to the Company
and Behringer Harvard Mid-Term Value Enhancement Fund I LP and Behringer Harvard
Short-Term Opportunity Fund I LP, affiliates of the Company, based on
anticipated respective equity offering sizes of those entities. Behringer
Advisors or its affiliates also receives acquisition and advisory fees of up to
3.0% of the contract purchase price of each asset for the acquisition,
development or construction of real property or, with respect to any mortgage
loan, up to 3.0% of the funds advanced for the purchase or making of a mortgage
loan. Behringer Advisors or its affiliates may also receive up to 0.5% of the
contract purchase price of each asset or, with respect to the making or purchase
of a mortgage loan, up to 0.5% of the funds advanced, for reimbursement of
expenses related to making investments. In 2003, Behringer Advisors received
acquisition and advisory fees of $188,737 in connection with the acquisition of
the Company's interest in the Minnesota Center building. Behringer Advisors also
received $31,456 as reimbursement of expenses incurred in the acquisition of the
Company's interest in the Minnesota Center. Acquisition and advisory fees and
the reimbursement for acquisition expenses were both capitalized by the Company
in "Investment in tenant in common interest" on the balance sheet.

The Company pays HPT Management LP ("HPT Management"), its affiliated
property manager, fees for the management and leasing of the Company's
properties. Such fees are expected to equal 3.0% of gross revenues of the
respective property, plus leasing commissions based upon the customary leasing
commission applicable to the geographic location of the respective property. The
Company paid fees of $7,148 to HPT Management in 2003 for the services they
provided in connection with the Minnesota Center.

The Company pays Behringer Advisors an annual advisor asset management
fee of 0.5% of aggregate asset value. Any portion of the asset management fee
may be deferred and paid in a subsequent year. In 2003, the Company paid $3,072
to Behringer Advisors for advisor asset management fees.

Behringer Advisors or its affiliates will also be paid fees if the
advisor provides a substantial amount of services, as determined by the
Company's independent directors, in connection with the sale of one or more
properties. In such event, the Company will pay the advisor an amount not
exceeding the lesser of: (A) one-half of the brokerage commission paid, or (B)
3.0% of the sales price of each property sold, provided that such fee will be
subordinated to distributions to investors from sale proceeds of an amount
which, together with prior distributions to the investors, will equal (1) 100.0%
of their capital contributions plus (2) a 9.0% annual, cumulative,
non-compounded return on their capital contributions. Subordinated disposition
fees that are not payable at the date of sale, because investors have not yet
received their required minimum distributions, will be deferred and paid at such
time as these subordination conditions have been satisfied. In addition, after
investors have received a return of their net capital contributions and a 9.0%
annual, cumulative, non-compounded return, then Behringer Advisors is entitled
to 15.0% of remaining net sale proceeds. Subordinated participation in net sale
proceeds that are not payable at the date of sale, because investors have not
yet received their required

F-16

minimum distribution, will be deferred and paid at such time as the
subordination conditions have been satisfied.

Upon listing of the Company's common stock on a national securities
exchange or inclusion for quotation on the Nasdaq Stock Market, a listing fee
will be paid to Behringer Advisors equal to 15.0% of the amount by which the
market value of the Company's outstanding stock plus distributions paid by the
Company prior to listing exceeds the sum of (i) the total amount of capital
raised from investors and (ii) a 9.0% annual, cumulative, non-compounded return
to investors on their capital contributions. Upon termination of the Advisory
Agreement with Behringer Advisors, a performance fee will be paid to Behringer
Advisors of 15.0% of the amount by which the Company's appraised asset value at
the time of such termination exceeds the aggregate capital contributions
contributed by investors plus payment to investors of a 9.0% annual, cumulative,
non-compounded return on the capital contributed by investors. No performance
fee will be paid if the Company has already paid or becomes obligated to pay
Behringer Advisors a listing fee. Persons independent of the Company and
independent of its advisor will perform such appraisal of the Company asset
value.

The Company will reimburse Behringer Advisors for all expenses it pays or
incurs in connection with the services it provides to the Company, subject to
the limitation that the Company will not reimburse for any amount by which the
advisor's operating expenses (including the asset management fee) at the end of
the four fiscal quarters immediately preceding the date reimbursement is sought
exceeds the greater of: (i) 2.0% of the Company's average invested assets, or
(ii) 25.0% of the Company's net income for that four quarter period other than
any additions to reserves for depreciation, bad debts or other similar non-cash
reserves and any gain from the sale of the Company's assets for that period.

The Company is dependent on Behringer Advisors, Behringer Securities and
HPT Management for certain services that are essential to the Company, including
the sale of the Company's shares of common stock, asset acquisition and
disposition decisions, property management and leasing services and other
general administrative responsibilities. In the event that these companies were
unable to provide the respective services to the Company, the Company would be
required to obtain such services from other sources.

9. INCOME TAXES

The provisions for current federal and state income taxes and deferred
federal and state income taxes before and after the valuation allowance are as
follows:

Year ended Year ended
December 31, 2003 December 31, 2002
------------------ ------------------

Current Federal and State $ - $ -
Deferred Federal and State (113,895) (947)
------------------ ------------------
Total income tax benefit before valuation allowance (113,895) (947)

Valuation allowance 113,895 947
------------------ ------------------
Total income tax benefit after valuation allowance $ - $ -
================== ==================

F-17

The tax effects of temporary differences that give rise to significant
portions of deferred tax assets at December 31, 2003 and 2002 are presented
below:

Year ended Year ended
December 31, 2003 December 31, 2002
------------------ ------------------

Deferred tax assets:
Net operating loss carryforwards $ 14,819 $ 947
Basis difference in start-up, organization and
other costs 70,479 -
Basis difference in tenant in common investments 28,597 -
------------------ ------------------
Total deferred tax assets 113,895 947
Less valuation allowance (113,895) (947)
------------------ ------------------
Net deferred tax assets $ - $ -
================== ==================

For the tax years ended December 31, 2003 and 2002, the Company incurred
operating losses that are carried forward for federal income tax purposes.
However, the Company intends to elect to be treated as a real estate investment
trust for subsequent tax years and accordingly will not be subject to federal
income tax, assuming that certain organizational and operating requirements are
met. As a result, the Company is not expected to realize the future benefit of
the deferred tax assets. Consequently, the deferred tax assets have been fully
reserved.

10. COMMITMENTS AND CONTINGENCIES

On January 28, 2004, the Company and Behringer Holdings entered into an
agreement whereby the Company would provide loan guarantees to Behringer
Holdings, so that Behringer Holdings may use such loan guarantees to obtain
short-term loans from lenders to fund acquisition and syndication costs related
to acquiring real estate projects for tenant in common syndication. Each
guaranty will be for a period not to exceed six months with one or more six
month extensions possible and shall be limited to no more than $1,000,000.
Behringer Holdings must pay to the Company a 1% fee of any loan guaranteed by
the Company for each six-month period. The Company entered into a guarantee of
$55,000 on January 30, 2004. At February 29, 2004, the Company had placed
$2,500,000 in restricted money market accounts with lenders as security for
funds advanced to Behringer Holdings.

Management is not aware of any other commitments or contingencies that
are likely to have a material adverse effect on the consolidated financial
position of the Company or the results of its operations.

11. FAIR VALUE DISCLOSURE OF FINANCIAL INSTRUMENTS

The following disclosure of estimated fair values was determined by the
Company using available market information and appropriate valuation
methodologies. However, considerable judgment is necessary to interpret market
data and develop the related estimates of fair value. Accordingly, the estimates
presented herein are not necessarily indicative of the amounts that could be
realized upon disposition of the financial instruments. The use of different
market assumptions and/or estimation methodologies may have a material effect on
the estimated fair value amounts.

Cash and cash equivalents and restricted cash are short term and/or
highly liquid in nature. Accordingly, fair value approximates the carrying
values of these items.

The fixed rate mortgage payable totaling $4,332,656 as of December 31,
2003 has a fair value of $4,455,000 based upon interest rates for mortgages with
similar terms and remaining maturities that management believes the Company
could obtain.

F-18

The fair value estimate presented herein is based on information
available to management as of December 31, 2003. Although management is not
aware of any factors that would significantly affect the estimated fair value
amount, such amount has not been comprehensively revalued for purposes of these
consolidated financial statements since that date, and current estimates of fair
value may differ significantly from the amounts presented herein.

12. QUARTERLY RESULTS (UNAUDITED)

Presented below is a summary of the unaudited quarterly financial
information for the year ended December 31, 2003:

2003 Quarters Ended
--------------------------------------------------------------
March 31 June 30 September 30 December 31
--------------------------------------------------------------

Revenues $ - $ - $ - $ -
Net loss $ (69) $ (1,813) $ (92,937) $ (194,514)
Weighted average shares outstanding 20,000 20,000 20,000 505,728
Basic and diluted loss per share (a) $ - $ (0.09) $ (4.65) $ (0.38)
Dividends per share $ - $ - $ - $ 0.18

(a) The large change in the loss per share from the third quarter 2003 of $(4.65) to $(0.38) in the fourth
quarter of 2003 is due to the acceptance of subscriptions for common stock which began in the fourth quarter
2003 upon the Company satisfying the established minimum offering requirement of $2,500,000 on October 1, 2003.

Presented below is a summary of the unaudited quarterly financial
information for the period from June 28, 2002 (date of inception) through
December 31, 2002:

2002 Quarters Ended
--------------------------------------------------
June 30 September 30 December 31
--------------------------------------------------

Revenues $ - $ - $ -
Net loss $ - $ - $ (2,705)
Weighted average shares outstanding - - 20,000
Basic and diluted loss per share $ - $ - $ (0.14)
Dividends per share $ - $ - $ -

F-19

INDEX TO EXHIBITS

EXHIBIT NUMBER DESCRIPTION
- -------------- -----------

1.1** Form of Dealer Manager Agreement

1.2** Form of Warrant Purchase Agreement

3.1** Sixth Articles of Amendment and Restatement

3.2** Amended and Restated Bylaws

4.1** Form of Subscription Agreement and Subscription Agreement
Signature Page

10.1** Form of Agreement of Limited Partnership of Behringer Harvard
Operating Partnership I LP

10.2** Form of Advisory Agreement

10.3** Form of Amended and Restated Property Management and Leasing
Agreement among Registrant, Behringer Harvard Operating
Partnership I LP and HPT Management Services, Inc.

10.4** Form of Escrow Agreement between the Registrant and Wells Fargo
Bank Iowa, N.A.

10.5** Behringer Harvard REIT I, Inc. Non-Employee Director Stock Option
Plan

10.6** Form of Option Agreement under Non-Employee Director Stock Option
Plan

10.7** Behringer Harvard REIT I, Inc. Non-Employee Director Warrant Plan

10.8** Behringer Harvard REIT I, Inc. 2002 Employee Stock Option Plan

10.9** Form of Option Agreement under 2002 Employee Stock Option Plan

10.10** Loan Agreement with Greenwich Capital Financial Products, Inc.
regarding Minnesota Center

10.11** Tenants in Common Agreement regarding Minnesota Center

10.12** Property and Asset Management Agreement regarding Minnesota Center

23.1* Consent of PricewaterhouseCoopers LLP

31.1* Certification of Principal Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002

31.2* Certification of Principal Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002

32.1* Certification of Chief Executive and Financial Officers

* Filed herewith.
** Previously filed.