MPG Office Trust 8-K/A Financial statements and exhibits

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
NOVEMBER 6, 2003

MAGUIRE PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland (State or other jurisdiction of incorporation)	1-31717 (Commission File Number)	04-3692625 (I.R.S. Employer Identification Number)
555 West Fifth Street, Suite 5000 Los Angeles, California (Address of principal executive offices)		90013 (Zip Code)

213-626-3300
(Registrant’s telephone number, including area code)

This Form 8-K/A amends Item 7 of Form 8-K, dated November 20, 2003, of Maguire Properties, Inc. (the “Company”) to provide the financial information required in connection with the acquisition of One California Plaza through Maguire Properties — One Cal Plaza, LLC, a subsidiary of Maguire Properties, L.P. (the “Operating Partnership”), the Operating Partnership subsidiary of the Company. The following financial statements required by such Item 7 are filed as part of this report:

TABLE OF CONTENTS

	ITEM 7. Financial Statements and Exhibits
SIGNATURES

ITEM 7. Financial Statements and Exhibits		Page
(a)	Financial Statements Under Rule 3-14 of Regulation S-X
	One California Plaza
	Independent Auditors’ Report	1
	Statements of Revenue and Certain Expenses for the nine months ended September 30, 2003 (unaudited) and the year ended December 31, 2002.	2
	Notes to Statements of Revenue and Certain Expenses	3
(b)	Unaudited Pro Forma Condensed Consolidated Financial Statements	5
	Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2003	6
	Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2003	7
	Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2002	8
	Notes to the Pro Forma Condensed Consolidated Financial Statements	9

Exhibit No.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	/s/	Dallas E. LucasDallas E. Lucas Executive Vice President and Chief Financial Officer
Dated: January 9, 2004

INDEPENDENT AUDITORS’ REPORT

The Board of Directors
Maguire Properties, Inc.:

     We have audited the accompanying statement of revenue and certain expenses of One California Plaza for the year ended December 31, 2002. This statement is the responsibility of management. Our responsibility is to express an opinion on this statement based on our audit.

     We conducted our audit in accordance with auditing standards generally accepted in the United States of America. These standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

     The accompanying statement of revenue and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, as described in note 1 to the statement of revenue and certain expenses. It is not intended to be a complete presentation of One California Plaza’s revenue and expenses.

     In our opinion, the statement referred to above presents fairly, in all material respects, the revenue and certain expenses, as described in note 1, of One California Plaza for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

	KPMG LLP
Los Angeles, California November 5, 2003, except for the second paragraph of      Note 1, which is as of November 6, 2003

1

ONE CALIFORNIA PLAZA

Statements of Revenue and Certain Expenses
(In thousands)

			Nine months
			Ended		Year Ended
			September		December
			31, 2003		31, 2002
			(Unaudited)
Revenues:
	Rental		$	10,008	$	13,508
	Tenant reimbursements			8,608		10,561
	Parking			2,177		3,152
	Other			872		1,263
		Total revenues		21,665		28,484
Certain expenses:
	Rental property operating and maintenance			6,163		7,546
	Real estate taxes			1,935		2,475
	General and administrative			700		1,010
	Other			1,347		2,378
		Certain expenses		10,145		13,409
		Revenue in excess of certain expenses	$	11,520	$	15,075

See accompanying notes to statements of revenue and certain expenses.

2

ONE CALIFORNIA PLAZA

NOTES TO STATEMENTS OF REVENUE AND CERTAIN EXPENSES
Nine months ended September 30, 2003
(unaudited) and Year ended December 31, 2002
(Tabular amounts in thousands)

(1) Basis of Presentation

     The accompanying statements of revenue and certain expenses relate to the operations of the property known as One California Plaza (the “Property”). The Property consists of a 42-story office tower, retail space and a subterranean parking garage located in the Los Angeles, California central business district.

     On November 6, 2003, the Operating Partnership, through its wholly owned subsidiary, Maguire Properties – One Cal Plaza, LLC, completed the acquisition of the Property from Metropolitan Life Insurance Company (Met Life) for $225,000,000. The Operating Partnership funded the purchase price with cash on hand and a $146.3 million seven-year mortgage loan at a fixed interest rate of 4.73% provided by Met Life.

     The accompanying statements of revenue and certain expenses have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and, accordingly, are not representative of the actual results of operations of the Property for the year ended December 31, 2002 or the nine months ended September 30, 2003 due to the exclusion of the following expenses, which may not be comparable to the proposed future operations of the Property:

• Depreciation and amortization

• Other costs not directly related to the proposed future operations

     The Company is not aware of any material factors relating to One California Plaza other than those already described above that would cause the reported financial information not to be necessarily indicative of future operating results.

(2) Summary of Significant Accounting Policies and Practices

(a) Revenue Recognition and Ground Lease Expense

     Rental revenue and ground lease expense is recognized on a straight-line basis over the term of the respective leases.

(b) Use of Estimates

     Management has made a number of estimates and assumptions relating to the reporting and disclosure of revenue and certain expenses during the reporting period to prepare the statement of revenue and certain expenses in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

(c) Unaudited Interim Information

     The statement of revenue and certain expenses for the period from January 1, 2003 through September 30, 2003 is unaudited. In the opinion of management, such statement reflects all adjustments necessary for a fair presentation of the results of this interim period. All such adjustments are of a normal recurring nature.

3

ONE CALIFORNIA PLAZA

NOTES TO STATEMENTS OF REVENUE AND CERTAIN EXPENSES – (Continued)

(3) Minimum Future Lease Rentals

     Future minimum rentals to be received under noncancelable operating leases in effect as of December 31, 2002 are as follows:

Year ending December 31:
2003	$	12,880
2004		12,558
2005		11,714
2006		10,245
2007		9,804
Thereafter		38,047
	$	95,248

(4) Ground Lease Commitment

     The Property is subject to an operating ground lease with the Community Redevelopment Agency of the City of Los Angeles, California, which commenced on August 26, 1983 with amendments on September 13, 1985 and December 29, 1989 and terminates on August 25, 2082. The ground lease provides for monthly minimum rent and is subject to increase annually based on variable terms provided in the ground lease agreement. During the year ended December 31, 2002, no variable rent was incurred. In conjunction with the acquisition of the Property, the obligations under the ground lease are to be assigned to the buyer.

     As of December 31, 2002, aggregate minimum lease commitments for the ground lease are as follows:

Year ending December 31:
2003	$	615
2004		780
2005		780
2006		780
2007		780
Thereafter		122,763
	$	126,498

4

MAGUIRE PROPERTIES, INC.

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The unaudited pro forma condensed consolidated financial statements as of September 30, 2003 and for the nine months ended September 30, 2003 and the year ended December 31, 2002 are presented as if the purchase of One California Plaza along with the related financing transaction and the funding of the new Glendale Center mortgage all had occurred on September 30, 2003 for the pro forma condensed consolidated balance sheet and on the first day of the period presented for the pro forma condensed consolidated statements of operations. Additionally, the pro forma condensed consolidated statements of operations are presented as if the initial public offering (the “IPO”) and related formation transactions and refinancing transactions, and the acquisitions of additional interests in KPMG Tower and Wells Fargo Tower on September 13, 2002 and February 5, 2003, respectively, along with the related financing transactions had occurred as of the first day of the periods presented.

     The pro forma condensed consolidated statements of operations include consolidating US Bank Tower and Wells Fargo Tower, both of which became wholly-owned on June 27, 2003 and Glendale Center, which became wholly-owned on August 29, 2003 as a result of the Company’s acquisition of the ownership interests in these properties previously held by third parties, which resulted in the Company gaining control over major decisions including selling and refinancing the properties. The pro forma condensed consolidated statements of operations also reflect the Company’s acquisition of all of the minority interests previously held by third parties in the Gas Company Tower, 808 South Olive Garage and Plaza Las Fuentes, all of which are combined properties for the Maguire Properties Predecessor (the “Predecessor”) historical combined financial statements and the purchase of Cerritos Corporate Center Phase I and Phase II; all of which were acquired on June 27, 2003.

     The pro forma adjustments do not include adjustments relating to acquisition of any of our option portfolio. We cannot predict when, if at all, these properties will be acquired by us.

     The pro forma condensed consolidated financial statements should be read in conjunction with the consolidated historical financial statements of the Company, the combined historical financial statements of the Predecessor and the separate historical financial statements of the uncombined real estate entities, including the notes thereto, that were filed as part of the Company’s quarterly report on Form 10-Q for the period ended September 30, 2003 filed on November 5, 2003 and the Company’s registration statement on Form S-11/A filed on June 24, 2003. The pro forma condensed consolidated financial statements do not purport to represent our financial position or the results of operations that would actually have occurred assuming the purchase of One California Plaza along with the related financing transaction, the funding of the new Glendale Center mortgage, our IPO, the formation transactions, the refinancing transactions and the acquisitions of additional interests in KPMG Tower and Wells Fargo Tower along with the related financing transactions all had occurred by September 30, 2003 or as of the first day of the periods presented; nor do they purport to project our financial position or results of operations as of any future date or for any future period.

5

MAGUIRE PROPERTIES, INC.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2003
(Unaudited)
(In thousands)

						Acquisition
						of One			Glendale			Other
			Company			California			Center			Pro Forma			Company
			Historical			Plaza			Financing			Adjustments			Pro Forma
			(A)			(B)			(C)			(D)
Assets
Investments in real estate, net			$	1,336,509			226,838			—			—			1,563,347
Cash and cash equivalents including restricted cash				92,918			(73,119	)		80,064			1,550			101,413
Rents, deferred rents and other receivables				23,220			19			—			—			23,239
Deferred charges, net				89,401			5,417			657			(765	)		94,710
Acquired above market leases, net				13,532			—			—			—			13,532
Other assets				8,734			(4,374	)		(721	)		—			3,639
		Total assets	$	1,564,314			154,781			80,000			785			1,799,880
Liabilities and Stockholders’ Equity
Loans payable			$	985,000			146,250			80,000			—			1,211,250
Acquired lease obligations, net				42,855			5,280			—			—			48,135
Accounts and interest payable and other
	liabilities			97,120			3,251			—			—			100,371
		Total liabilities		1,124,975			154,781			80,000			—			1,359,756
Minority interests				90,082			—			—			161			90,243
Stockholders’ equity:
	Common stock			426			—			—			—			426
	Additional paid in capital			407,001			—			—			—			407,001
	Unearned and accrued stock compensation			(5,389	)		—			—			—			(5,389	)
	Accumulated deficit and dividends			(56,854	)		—			—			—			(56,854	)
	Accumulated other comprehensive income, net			4,073			—			—			624			4,697
		Total stockholders’ equity		349,257			—			—			624			349,881
		Total liabilities and stockholders’ equity	$	1,564,314			154,781			80,000			785			1,799,880

See accompanying notes to pro forma condensed consolidated financial statements.

6

MAGUIRE PROPERTIES, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2003
(Unaudited)
(In thousands except per share data)

														Acquisition of
														All Minority
														Interests in
					Acquisition			Acquisition			Acquisition			Gas Company			Acquisition
		The			of All			of All			of Third			Tower, 808			of Cerritos
		Company			Third Party			Third Party			Party			South Olive			Corporate		Acquisition
		and			Interests in			Interests in			Ownership			Garage and			Center		of One					Other
		Predecessor			US Bank			Wells Fargo			Interest in			Plaza			Phase I		California		Financing			Pro Forma			Company
		Historical			Tower			Tower			Glendale Center			Las Fuentes			and Phase II		Plaza		Transactions			Adjustments			Pro Forma
		(AA)			(BB)			(CC)			(DD)			(EE)			(FF)		(GG)		(HH)
Revenues:
Rental			64,024			15,868			11,983			6,375			(106	)		4,554		11,809		—			—			114,507
Tenant reimbursements			29,811			6,411			5,778			2,168			—			1,400		8,608		—			—			54,176
Hotel operations			13,305			—			—			—			—			—		—		—			—			13,305
Parking			12,235			2,583			2,889			1,189			—			—		2,177		—			—			21,073
Management, leasing, and development services to affiliates			3,683			(973	)		(261	)		(194	)		(124	)		—		—		—			—			2,131
Interest and other			2,851			6,067			369			579			—					872		—			—			10,738
	Total revenues		125,909			29,956			20,758			10,117			(230	)		5,954		23,466								215,930
Expenses:
Rental property operating and maintenance			26,408			7,068			6,246			2,153			(124	)		805		6,163		—			—			48,719
Hotel operating and maintenance			10,214			—			—			—			—			—		—		—			—			10,214
Real estate taxes			7,907			1,523			1,742			522			—			437		1,935		—			—			14,066
General and administrative			26,713			489			936			116			(106	)		144		700		—		(12,688		)(JJ)		16,824
																								520		(KK)
Depreciation and amortization			25,487			5,811			5,804			3,190			238			1,104		7,902		—			—			49,536
Interest			37,343			13,933			4,032			1,806			—			—		—		(13,322	)		—			43,792
Loss from early extinguishment of debt			53,427			—			—			—			—			—		—		—		(53,427		)(II)		—
Other			11,755			2,594			—			—			—			244		1,492		—			—			16,085
	Total expenses		199,254			31,418			18,760			7,787			8			2,734		18,192		(13,322	)		(65,595	)		199,236
Equity in net income (loss) of uncombined real estate entities			1,623			(85	)		(1,921	)		383			—			—		—		—			—			—
	Income (loss) before minority interest		(71,722	)		(1,547	)		77			2,713			(238	)		3,220		5,274		13,322			65,595			16,694
Minority interests			(11,527	)		—			—			—			(275	)		—		—		—		15,224		(LL)		3,422
	Net income (loss)		(60,195	)		(1,547	)		77			2,713			37			3,220		5,274		13,322			50,371			13,272
Pro forma basic earnings per share																											$	0.31
Pro forma diluted earnings per share																											$	0.31
Pro forma weighted average common shares outstanding — basic																												42,329,921
Pro forma weighted average common shares outstanding — diluted																												42,389,350

See accompanying notes to pro forma condensed consolidated financial statements.

7

MAGUIRE PROPERTIES, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2002
(Unaudited)
(In thousands except per share data)

															Acquisition
															of All
															Minority
															Interests
						Acquisition						Acquisition			in Gas			Acquisition										Acquisition
						of All			Acquisition			of Third			Company			of Cerritos										of All
						Third			of All			Party			Tower, 808			Corporate							Other			Third
						Party			Third Party			Ownership			South Olive			Center		Acquisition					Pro			Party			Com-
						Interests In			Interests in			Interest in			Garage			Phase I		of One		Financing			Forma			Interests			pany
			Predecessor			US Bank			Wells Fargo			Glendale			and Plaza			and		California		Trans-			Adjust-			In KPMG			Pro
			Historical			Tower			Tower			Center			Las Fuentes			Phase II		Plaza		actions			ments			Tower			Forma
			(AA)			(BB)			(CC)			(DD)			(EE)			(FF)		(GG)		(HH)						(MM)
Revenues:
	Rental		$	44,401			33,732			24,453			9,654			(259	)		9,303		15,391		—			—			13,443			150,118
	Tenant reimbursements			19,782			12,741			10,341			3,132			—			3,432		10,561		—			—			6,889			66,878
	Hotel operations			20,005			—			—			—			—			—		—		—			—			—			20,005
	Parking			7,876			5,943			5,757			1,671			—			—		3,152		—			—			3,793			28,192
	Management, leasing, and development services to affiliates			7,673			(1,827	)		(1,109	)		(297	)		(247	)		—		—		—			—			(784	)		3,409
	Interest and other			1,315			2,692			893			884			—			—		1,263		—			—			606			7,653
		Total revenues		101,052			53,281			40,335			15,044			(506	)		12,735		30,367		—			—			23,947			276,255
Expenses:
	Rental property operating and maintenance			17,986			14,475			12,572			3,193			(247	)		2,120		7,546		—			—			6,963			64,608
	Hotel operating and maintenance			15,310			—			—			—			—			—		—		—			—			—			15,310
	Real estate taxes			4,692			3,099			3,505			740			—			780		2,475		—			—			1,520			16,811
	General and administrative			16,222			707			2,392			243			(259	)		532		1,010		—			2,666	(JJ)		516			25,469
																										1,440	(KK)
	Depreciation and amortization			16,774			11,311			11,488			3,742			476			2,208		10,536		—			—			5,748			62,283
	Interest			38,975			26,387			10,290			2,744			—			—		—		(34,487	)		—			14,549			58,458
	Loss from early extinguishment of debt			3,967			—			—			—			—			—		—		—			(3,967	)(II)		—			—
	Other			2,125			—			—			—			—			499		2,571		—			—			—			5,195
		Total expenses		116,051			55,979			40,247			10,662			(30	)		6,139		24,138		(34,487	)		139			29,296			248,134
	Equity in net income (loss) of uncombined real estate entities			(162	)		(73	)		(559	)		(664	)		—			—		—		—			—			1,458			—
		Income (loss) before minority interest		(15,161	)		(2,771	)		(471	)		3,718			(476	)		6,596		6,229		34,487			(139	)		(3,891	)		28,121
	Minority interests			(465	)		—			—			—			465			—		—		—			5,765	(LL)		—			5,765
		Net income (loss)	$	(14,696	)		(2,771	)		(471	)		3,718			(941	)		6,596		6,229		34,487			(5,904	)		(3,891	)		22,356
	Pro forma basic earnings per share																														$	0.53
	Pro forma diluted earnings per share																														$	0.53
	Pro forma weighted average common shares outstanding — basic																															42,329,921
	Pro forma weighted average common shares outstanding — diluted																															42,394,114

See accompanying notes to pro forma condensed consolidated financial statements.

8

MAGUIRE PROPERTIES, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share amounts)

1. Adjustments to the Pro Forma Condensed Consolidated Balance Sheet

     The adjustments to the pro forma condensed consolidated balance sheet as of September 30, 2003 are as follows:

     (A) Reflects the Company’s historical condensed consolidated balance sheet as of September 30, 2003.

     (B) Acquisition of One California Plaza from third party, which was consummated on November 6, 2003:

Assets purchased:
	Investment in real estate	$	226,838
	Rents and other receivables		19
	Deferred charges		5,417
Less liabilities assumed:
	Mortgage loan payable to seller		146,250
	Acquired lease obligation		5,280
	Accounts payable and other liabilities		3,251
Net assets purchased			77,493
Reversal of deposits paid through September 30, 2003			(4,374	)
Cash paid to acquire the property including closing costs		$	73,119

     (C) Funding of Glendale Center loan, which was consummated on October 14, 2003:

Borrowing		$	80,000
Loan fees			(657	)
Reversal of deposits paid through September 30, 2003, net of interest prepaid upon loan closing			721
	Net proceeds	$	80,064

     (D) Sale of the $72,000 interest rate swap, which was consummated on October 10, 2003:

Sales proceeds	$	1,550
Reverse carrying value at September 30, 2003		(765	)
Proceeds in excess of carrying value as of September 30, 2003 (Excess Proceeds)	$	785
Increase in accumulated other comprehensive income for Company’s share of Excess Proceeds	$	624
Increase in minority interests for minority interests’ share of Excess Proceeds		161
Excess Proceeds	$	785

9

MAGUIRE PROPERTIES, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

2. Adjustments to the Pro Forma Condensed Consolidated Statements of Operations

     The adjustments to the pro forma condensed consolidated statements of operations for the nine months ended September 30, 2003 and the year ended December 31, 2002 are as follows:

(AA) Reflects the Company and Predecessor historical condensed consolidated and combined statements of operations for the nine months ended September 30, 2003 and the year ended December 31, 2002. The interests in the real estate properties contributed by certain owners of the Predecessor (Mr. Maguire and entities owned by Mr. Maguire) to the Operating Partnership in exchange for limited partnership interests in the Operating Partnership were recorded at the Predecessor’s historical cost. As a result, expenses such as depreciation and amortization to be recognized by the Operating Partnership related to these contributed interests are based on the Predecessor’s historical cost of the related assets.

As a result of the consummation of our IPO, including exercise of the underwriter’s over-allotment option and the formation transactions, the Company owns 79.5% of the common units of the Operating Partnership and has control over major decisions of the Operating Partnership. Accordingly, the Company consolidates the revenues and expenses of the Operating Partnership. See note (LL) for the pro forma adjustment to allocate 20.5% of the net income of the Operating Partnership to the limited partners of the Operating Partnership.

(BB) Reflects acquisition on June 27, 2003, of all of the redeemable preferred equity interests in US Bank Tower that were owned by a third party investor, and the resulting consolidation of the consolidated statement of operations for US Bank Tower. The Predecessor used the equity method to account for its investment in US Bank Tower since the Predecessor had significant influence, but not control over major decisions including selling and refinancing the property. Upon purchase of these preferred equity interests, the Company owns 100% of the US Bank Tower. The purchase method of accounting is used to reflect the acquisition of the redeemable preferred equity interests in US Bank Tower by the Company.

10

MAGUIRE PROPERTIES, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

     The pro forma adjustment for the nine months ended September 30, 2003 is comprised of the following:

			US Bank
			Tower
			Historical for			Adjustments
			the period from			Resulting
			January 1, 2003			from
			through			Purchase			Elimination			Pro Forma
			June 26, 2003			Accounting			Entries			Adjustment
Revenues:
	Rental		$	16,186			(318	) (2)		—			15,868
	Tenant reimbursements			6,411			—			—			6,411
	Parking			2,583			—			—			2,583
	Management, leasing, and development services to affiliates			—			—			(973	) (4)		(973	)
	Other			6,067			—			—			6,067
		Total revenues		31,247			(318	)		(973	)		29,956
Expenses:
	Rental property operating and maintenance			8,041			—			(973	) (4)		7,068
	Real estate taxes			1,523			—			—			1,523
	General and administrative			489			—			—			489
	Depreciation and amortization			5,212			684	(3)		(85	) (5)		5,811
	Interest			13,933	(1)		—			—			13,933
	Other			2,594			—			—			2,594
		Total expenses		31,792			684			(1,058	)		31,418
	Equity in net income (loss) of uncombined real estate entities			—			—			(85	) (5)		(85	)
		Net loss	$	(545	)		(1,002	)		—			(1,547	)

(1)	The pro forma adjustment to reverse this interest and reflect interest on the new loan is included in note (HH).
(2)	Increase in rental revenue to reflect straight-line amounts resulting from purchase accounting, net of decrease in rental revenue to reflect amortization of acquired above market leases.
(3)	Increase in depreciation and amortization of buildings, improvements and value of in-place leases (exclusive of the value of above market leases) resulting from purchase accounting adjustments, offset by a reduction in amortization of deferred leasing commissions.
(4)	Elimination of property management fee revenue previously recognized by the Predecessor and property management fee expense previously recorded by US Bank Tower.
(5)	Reclassification of elimination and other entries previously recorded by the Predecessor to its equity in income (loss) of uncombined real estate entities related to the US Bank Tower.

11

MAGUIRE PROPERTIES, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

     The pro forma adjustment for the year ended December 31, 2002 is comprised of the following:

			US Bank
			Tower			Adjustments
			Historical for			Resulting
			the Year Ended			from
			December 31,			Purchase			Elimination			Pro Forma
			2002			Accounting			Entries			Adjustment
Revenues:
	Rental		$	34,391			(659	) (2)		—			33,732
	Tenant reimbursements			12,741			—			—			12,741
	Parking			5,943			—			—			5,943
	Management, leasing, and development services to affiliates			—			—			(1,731	) (4)		(1,827	)
										(96	) (7)
	Other			2,692			—			—			2,692
		Total revenues		55,767			(659	)		(1,827	)		53,281
Expenses:
	Rental property operating and maintenance			16,206			—			(1,731	) (4)		14,475
	Real estate taxes			3,099			—			—			3,099
	General and administrative			707			—			—			707
	Depreciation and amortization			10,113			1,368	(3)		(170	) (5)		11,311
	Interest			26,387	(1)		—			—			26,387
		Total expenses		56,512			1,368			(1,901	)		55,979
	Equity in net income (loss) of uncombined real estate entities			—			—			(170	) (5)		(73	)
										97	(6)
		Net income (loss)	$	(745	)		(2,027	)		1			(2,771	)

(1)	The pro forma adjustment to reverse this interest and reflect interest on the new loan is included in note (HH).
(2)	Increase in rental revenue to reflect straight-line amounts resulting from purchase accounting, net of decrease in rental revenue to reflect amortization of acquired above market leases.
(3)	Increase in depreciation and amortization of buildings, improvements and value of in-place leases (exclusive of the value of above market leases), resulting from purchase accounting adjustments offset by a reduction in amortization of deferred leasing commissions.
(4)	Elimination of property management fee revenue previously recognized by the Predecessor and property management fee expense previously recorded by US Bank Tower.
(5)	Reclassification of elimination and other entries previously recorded by the Predecessor to its equity in income (loss) of uncombined real estate entities related to the US Bank Tower.
(6)	Elimination of equity in net loss previously recorded by the Predecessor.

12

MAGUIRE PROPERTIES, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

   (7) Elimination of leasing commission revenue previously recognized by the Predecessor.

(CC) Reflects acquisition on June 27, 2003, of all of the interests in Wells Fargo Tower that were owned by third party investors and the resulting consolidation of the combined statement of operations for Wells Fargo Tower. The Predecessor used the equity method to account for its investment in Wells Fargo Tower. The Predecessor acquired the interests of two of the three third party investors on February 5, 2003. These acquisitions of additional interests did not result in obtaining control over major decisions including selling and refinancing the property, thus the equity method was used until the remaining interests were acquired on June 27, 2003. As a result of the purchase of the remaining third party interest, the Company owns 100% of the Wells Fargo Tower. The purchase method of accounting is used to reflect the acquisition of the additional interests in Wells Fargo Tower by the Predecessor.

     The pro forma adjustment for the nine months ended September 30, 2003 is comprised of the following:

			Wells Fargo Tower
			Historical for the			Adjustments
			period from			Resulting
			January 1, 2003			from
			through June 26,			Purchase			Elimination			Pro Forma
			2003			Accounting			Entries			Adjustment
Revenues:
	Rental		$	10,297			803	(2)		883	(6)		11,983
	Tenant reimbursements			5,778			—			—			5,778
	Parking			2,889			—			—			2,889
	Management, leasing, and development services to affiliates			—			—			(261	) (5)		(261	)
	Other			369			—			—			369
		Total revenues		19,333			803			622			20,758
Expenses:
	Rental property operating and maintenance			6,758			—			(261	) (5)		6,246
										(251	) (6)
	Real estate taxes			1,742			—			—			1,742
	General and administrative			936			—			—			936
	Depreciation and amortization			3,416			1,405	(3)		983	(6)		5,804
	Interest			4,955	(1)		—			(923	) (6)		4,032
		Total expenses		17,807			1,405			(452	)		18,760
Equity in net income (loss) of uncombined real estate entities				—			—			(847	) (4)		(1,921	)
										(251	) (6)
										(883	) (6)
										983	(6)
										(923	) (6)
	Net income (loss)		$	1,526			(602	)		(847	)		77

(1) The pro forma adjustment to reverse this interest and reflect interest on the new loan is included in note (HH).

13

MAGUIRE PROPERTIES, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

(2)	Increase in rental revenue to reflect straight-line amounts and amortization of acquired lease obligation, both resulting from purchase accounting.
(3)	Increase in depreciation and amortization of buildings, improvements and value of in-place leases resulting from purchase accounting adjustments offset by a reduction in amortization of deferred leasing commissions.
(4)	Elimination of equity in net income previously recorded by the Predecessor.
(5)	Elimination of property management fee revenue previously recognized by the Predecessor and property management fee expense previously recorded by Wells Fargo Tower.
(6)	Reclassification of elimination, purchase accounting and other entries previously recorded by the Predecessor to its equity in income (loss) of uncombined real estate entities related to the Wells Fargo Tower.

     The pro forma adjustment for the year ended December 31, 2002 is comprised of the following:

			Wells Fargo
			Tower
			Historical for			Adjustments
			the year			Resulting
			ended			from			Bonus to
			December 31,			Purchase			Former			Elimination			Pro Forma
			2002			Accounting			Employee			Entries			Adjustment
Revenues:
	Rental		$	21,036			3,417	(2)		—			—			24,453
	Tenant reimbursements			10,341			—			—			—			10,341
	Parking			5,757			—			—			—			5,757
	Management, leasing, and development services to affiliates			—			—			—			(871	) (6)		(1,109	)
													(238	) (8)
	Other			893			—			—			—			893
		Total revenues		38,027			3,417			—			(1,109	)		40,335
Expenses:
	Rental property operating and maintenance			13,573			—			—			(871	) (6)		12,572
													(130	) (7)
	Real estate taxes			3,505			—			—			—			3,505
	General and administrative			1,392			—			1,000	(4)		—			2,392
	Depreciation and amortization			6,743			4,824	(3)		—			(79	) (7)		11,488
	Interest			10,290	(1)		—			—			—			10,290
		Total expenses		35,503			4,824			1,000			(1,080	)		40,247
Equity in net income (loss) of uncombined real estate entities				—			—			—			(350	) (5)		(559	)
													(130	) (7)
													(79	) (7)
	Net income (loss)		$	2,524			(1,407	)		(1,000	)		(588	)		(471	)

14

MAGUIRE PROPERTIES, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

(1)	The pro forma adjustment to reverse this interest and reflect interest on the new loan is included in note (HH).
(2)	Increase in rental revenue to reflect straight-line amounts and amortization of acquired lease obligation, both resulting from purchase accounting.
(3)	Increase in depreciation and amortization of buildings, improvements and value of in-place leases resulting from purchase accounting adjustments offset by a reduction in amortization of deferred leasing commissions.
(4)	Accrual of bonus due to former employee of $1,000 resulting from the purchase of additional interests in Wells Fargo Tower from two third parties. This relates to the additional interests acquired on February 5, 2003.
(5)	Elimination of equity in net income previously recorded by the Predecessor.
(6)	Elimination of property management fee revenue previously recognized by the Predecessor and property management fee expense previously recorded by Wells Fargo Tower.
(7)	Reclassification of elimination and other entries previously recorded by the Predecessor to its equity in income (loss) of uncombined real estate entities related to the Wells Fargo Tower.
(8)	Elimination of leasing commission revenue previously recognized by the Predecessor.
(DD)	Reflects acquisition on August 29, 2003 of all of the third party ownership interests in Glendale Center that were owned by a third party investor and the resulting consolidation of the consolidated statement of operations for Glendale Center. Prior to this acquisition, the equity method was used to account for the investment in Glendale Center since the Company and the Predecessor had significant influence, but not control over major decisions including selling and refinancing the property. As a result of the purchase of the interests, the Company owns 100% of the Glendale Center. The pro forma adjustments also reflects acquisition on August 29, 2003 of participation rights held by a Glendale Center tenant. The purchase method of accounting is used to reflect the acquisition of the ownership interests in Glendale Center by the Company.

15

MAGUIRE PROPERTIES, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

     The pro forma adjustment for the nine months ended September 30, 2003 is comprised of the following:

			Glendale Center
			Historical
			for the Period			Adjustments
			January 1, 2003			Resulting from
			through			Purchase			Elimination			Pro Forma
			August 28, 2003			Accounting			Entries			Adjustment
Revenues:
	Rental		$	5,330			1,045	(2)		—			6,375
	Tenant reimbursements			2,168			—			—			2,168
	Parking			1,189			—			—			1,189
	Management, leasing, and development services to affiliates			—			—			(194	) (5)		(194	)
	Other			579			—			—			579
		Total revenues		9,266			1,045			(194	)		10,117
Expenses:
	Rental property operating and maintenance			2,388			—			(194	) (5)		2,153
										(41	) (6)
	Real estate taxes			522			—			—			522
	General and administrative			116			—			—			116
	Depreciation and amortization			4,501			(1,305	) (3)		(6	) (6)		3,190
	Interest			1,806	(1)					—			1,806
		Total expenses		9,333			(1,305	)		(241	)		7,787
Equity in net income (loss) of uncombined real estate entities				—			—			430	(4)		383
										(41	) (6)
										(6	) (6)
	Net income (loss)		$	(67	)		2,350			430			2,713

(1)	The pro forma adjustment to reverse this interest and reflect interest on the new loan obtained on October 14, 2003 is included in note (HH).
(2)	Increase in rental revenue to reflect straight-line amounts and amortization of acquired lease obligation, both resulting from purchase accounting.
(3)	Decrease in depreciation and amortization resulting from reversal of amortization of the leasing concession related to the acquired tenant participation rights offset by increases in depreciation and amortization of buildings, improvements and value of in-place leases resulting from purchase accounting.
(4)	Elimination of equity in net loss previously recorded by the Predecessor.
(5)	Elimination of property management fee revenue previously recognized by the Predecessor and property management fee expense previously recorded by Glendale Center.

16

MAGUIRE PROPERTIES, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

(6) Reclassification of elimination and other entries previously recorded by the Predecessor to its equity in income (loss) of uncombined real estate entities related to the Glendale Center.

     The pro forma adjustment for the year ended December 31, 2002 is comprised of the following:

			Glendale Center
			Historical
			for the Period			Adjustments
			January 1, 2003			Resulting from
			through			Purchase			Elimination			Pro Forma
			August 28, 2003			Accounting			Entries			Adjustment
Revenues:
	Rental		$	8,086			1,568	(2)		—			9,654
	Tenant reimbursements			3,132			—			—			3,132
	Parking			1,671			—			—			1,671
	Management, leasing, and development services to affiliates			—			—			(297	) (5)		(297	)
										—
	Other			884			—			—			884
		Total revenues		13,773			1,568			(297	)		15,044
Expenses:
	Rental property operating and maintenance			3,541			—			(297	) (5)		3,193
										(51	) (6)
	Real estate taxes			740			—			—			740
	General and administrative			243									243
	Depreciation and amortization			2,686			1,071	(3)		(15	) (6)		3,742
	Interest			2,744	(1)					—			2,744
		Total expenses		9,954			1,071			(363	)		10,662
Equity in net income (loss) of uncombined real estate entities				—			—			(598	) (4)		(664	)
										(51	) (6)
										(15	) (6)
Net income (loss)			$	3,819			497			(598	)		3,718

(1)	The pro forma adjustment to reverse this interest and reflect interest on the new loan obtained on October 14, 2003 is included in note (HH).
(2)	Increase in rental revenue to reflect straight-line amounts and amortization of acquired lease obligation, both resulting from purchase accounting.
(3)	Increase in depreciation and amortization of buildings, improvements and value of in-place leases resulting from purchase accounting offset by decrease in amortization resulting from reversal of the amortization of the leasing concession related to the acquired tenant participation rights.
(4)	Elimination of equity in net loss previously recorded by the Company and the Predecessor.

17

MAGUIRE PROPERTIES, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

(5)	Elimination of property management fee revenue previously recognized by the Company and the Predecessor and property management fee expense previously recorded by Glendale Center.
(6)	Reclassification of elimination and other entries previously recorded by the Company and the Predecessor to its equity in income (loss) of uncombined real estate entities related to the Glendale Center.

18

MAGUIRE PROPERTIES, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

(EE) Reflects purchase accounting and elimination entries resulting from the June 27, 2003 acquisition of all minority interests previously owned by third parties in Gas Company Tower, 808 South Olive Garage and Plaza Las Fuentes (combined properties in the Predecessor’s historical combined financial statements). The pro forma adjustments are comprised of the following:

	Nine Months Ended September 30, 2003
	Gas Company			808 South		Plaza Las		Pro Forma
	Tower			Olive Garage		Fuentes		Adjustments
Elimination of a portion of the Predecessor home office rent previously recognized by the Predecessor for space leased in the Gas Company Tower	$	106			—		—		106
Elimination of property management fee revenue previously recognized by the Predecessor and property management fee expense previously recorded by Gas Company Tower as a result of acquiring interests from third parties for this property		124			—		—		124
Increase in depreciation of buildings and improvements resulting from purchase accounting adjustments to investments in real estate offset by a reduction in amortization of deferred leasing commissions		181			15		42		238
Elimination of allocation of income to minority investor		(275	)		—		—		(275	)

	Year Ended December 31, 2002
	Gas Company		808 South		Plaza Las		Pro Forma
	Tower		Olive Garage		Fuentes		Adjustments
Elimination of a portion of the Predecessor home office rent previously recognized by the Predecessor for space leased in the Gas Company Tower	$	259		—		—		259
Elimination of property management fee revenue previously recognized by the Predecessor and property management fee expense previously recorded by Gas Company Tower as a result of acquiring interests from third parties for this property		247		—		—		247
Increase in depreciation of buildings and improvements resulting from purchase accounting adjustments to investments in real estate offset by a reduction in amortization of deferred leasing commissions		362		29		85		476
Elimination of allocation of losses to minority investor		465		—		—		465

19

MAGUIRE PROPERTIES, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

(FF) Reflects acquisition of Cerritos Corporate Center Phase I and Phase II:

     The pro forma adjustments are comprised of the following:

				Nine Months Ended September 30, 2003
				Historical Revenues
				and Certain
				Expenses for the
				period January 1,		Adjustments Resulting
				2003 through		from Purchasing			Pro Forma
				June 26, 2003		the Properties			Adjustment
Revenues:
	Rental			$	4,218		336	(1)		4,554
	Tenant reimbursements				1,400		—			1,400
		Total revenues			5,618		336			5,954
Expenses:
	Rental property operating and maintenance				805		—			805
	Real estate taxes				437		—			437
	General and administrative				144		—			144
	Depreciation and amortization				—		1,104	(2)		1,104
	Other				244		—			244
		Total expenses			1,630		1,104			2,734
			Net income	$	3,988		(768	)		3,220

				Year Ended December 31, 2002
				Historical Revenues		Adjustments Resulting
				and Certain		from Purchasing			Pro Forma
				Expenses		the Properties			Adjustment
Revenues:
	Rental			$	8,631		672	(1)		9,303
	Tenant reimbursements				3,432		—			3,432
		Total revenues			12,063		672			12,735
Expenses:
	Rental property operating and maintenance				2,120		—			2,120
	Real estate taxes				780		—			780
	General and administrative				532		—			532
	Depreciation and amortization				—		2,208	(2)		2,208
	Other				499		—			499
		Total expenses			3,931		2,208			6,139
			Net income	$	8,132		(1,536	)		6,596

(1)	Increase in rental revenue to reflect straight-line amounts relating to tenant leases, net of decrease in rental revenue to reflect amortization of acquired above market leases, both resulting from purchase accounting.
(2)	Reflects depreciation and amortization of the building, improvements and value of in-place leases.

20

MAGUIRE PROPERTIES, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

(GG) Reflects acquisition of One California Plaza:

     The pro forma adjustments are comprised of the following:

				Nine Months Ended September 30, 2003
				Historical Revenues		Adjustments Resulting
				and Certain		from Purchasing			Pro Forma
				Expenses		the Property			Adjustment
Revenues:
	Rental			$	10,008		1,801	(1)		11,809
	Tenant reimbursements				8,608		—			8,608
	Parking				2,177		—			2,177
	Other				872		—			872
		Total revenues			21,665		1,801			23,466
Expenses:
	Rental property operating and maintenance				6,163		—			6,163
	Real estate taxes				1,935		—			1,935
	General and administrative				700		—			700
	Depreciation and amortization				—		7,902	(2)		7,902
	Other				1,347		145	(3)		1,492
		Total expenses			10,145		8,047			18,192
			Net income	$	11,520		(6,246	)		5,274

				Year Ended December 31, 2002
				Historical Revenues		Adjustments Resulting
				and Certain		from Purchasing			Pro Forma
				Expenses		the Property			Adjustment
Revenues:
	Rental			$	13,508		1,883	(1)		15,391
	Tenant reimbursements				10,561		—			10,561
	Parking				3,152		—			3,152
	Other				1,263		—			1,263
		Total revenues			28,484		1,883			30,367
Expenses:
	Rental property operating and maintenance				7,546		—			7,546
	Real estate taxes				2,475		—			2,475
	General and administrative				1,010		—			1,010
	Depreciation and amortization				—		10,536	(2)		10,536
	Other				2,378		193	(3)		2,571
		Total expenses			13,409		10,729			24,138
			Net income	$	15,075		(8,846	)		6,229

(1)	Increase in rental revenue to reflect straight-line amounts and amortization of acquired lease obligation, both resulting from purchase accounting.
(2)	Reflects depreciation and amortization of the building, improvements, value of the ground lease and value of in-place leases.
(3)	Increase in ground rent expense to reflect straight-line amount resulting from purchase accounting.

21

MAGUIRE PROPERTIES, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

(HH) Reflects the net decrease in interest expense as a result of the financing related pro forma adjustments. The following outlines the loans and interest rate swap agreements outstanding upon completion of the acquisition of One California Plaza on November 6, 2003, the funding of the Glendale Center loan on October 14, 2003, the completion of our IPO, the formation transactions, the refinancing transactions and the corresponding interest expense that would have been recorded had these loans and swaps been outstanding as of the beginning of the periods presented:

						Interest Expense(1)
						Nine Months			Year
						Ended			Ended
	Principal					September 30,			December 31,
	Amount		Interest Rate			2003			2002
US Bank Tower mortgage loan		$260,000		4.66	%	$	9,188			12,284
Gas Company Tower and 808 South Olive garage mortgage loan		230,000	LIBOR plus 0.824		%		3,478			4,650
Gas Company Tower and 808 South Olive garage senior mezzanine loan		30,000	LIBOR plus 3.750		%		1,119			1,497
Gas Company Tower and 808 South Olive garage junior mezzanine loan		20,000	LIBOR plus 6.625		%(2)		1,371			1,833
KPMG Tower mortgage loan		195,000	LIBOR plus 1.875		%		4,503			6,020
Wells Fargo Tower mortgage loan		250,000		4.68	%		8,873			11,863
One California Plaza mortgage loan		146,250		4.73	%		5,246			7,014
Glendale Center mortgage loan		80,000		5.727	%		3,474			4,645
Amortization of loan costs							2,445			3,261
Interest on capital lease obligations and other liabilities		—		—			1,557			2,076
Increase in interest expense resulting from interest rate swap agreements(3)							2,538			3,315
Pro forma totals		$1,211,250					43,792			58,458
Pro forma interest expense							43,792			58,458
Pro forma adjustment to interest expense reflected in note (CC)							923			—
Less historical interest expense(4)							(58,037	)		(92,945	)
						$	(13,322	)		(34,487	)

(1) We calculated pro forma interest expense for loans with variable interest rates using current LIBOR (1.17% as of November 28, 2003).

22

MAGUIRE PROPERTIES, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

(2)	This loan is subject to a LIBOR floor of 2%. This loan also requires a monthly “interest floor differential” payment during any month in which LIBOR is less than 2% per annum; such payment must be made until the principal balance of the Gas Company Tower and 808 South Olive garage senior mezzanine loan no longer exceeds $20.0 million, and is equal to the positive difference between 2% and LIBOR times a notional amount that is initially $10.0 million, but which decreases dollar for dollar as the first $10.0 million of senior mezzanine loan principal is repaid.
(3)	As of September 30, 2003 we had two four-year interest rate swap agreements in the amount of $250.0 million and $72.0 million, which effectively fixed the index (LIBOR) portion of the interest rates on our floating rate debt at approximately 2.17% and 2.41%, respectively. On October 10, 2003 we sold the $72.0 million swap. The pro forma adjustments assume the $250.0 million swap was outstanding from the first day of the periods presented and assume the $72.0 million swap was sold on the first day of the periods presented. The sales proceeds are recognized as a reduction in interest expense over the original four year term because the loan that was being hedged is still outstanding.
(4)	Historical interest expense is as follows:

	Nine Months
	Ended		Year Ended
	September 30,		December 31,
	2003		2002
Predecessor	$	37,343		38,975
KPMG Tower		—		14,549
US Bank Tower		13,933		26,387
Wells Fargo Tower		4,955		10,290
Glendale Center		1,806		2,744
	$	58,037		92,945

If interest rates were to change by 0.125%, the pro forma interest relating to the floating rate loans that are not hedged by a swap would change by $183 and $244 for the nine months ended September 30, 2003 and the year ended December 31, 2002, respectively.

		Nine Months
		Ended		Year Ended
		September 30,		December 31,
		2003		2002
(II)	Reflects reversal of the loss on early extinguishment of debt, which is included in the historical consolidated and combined statements of operations. This reversal results from the assumption that the loans listed in pro forma adjustment (HH) had been outstanding as of the beginning of the periods presented		$53,427		3,967

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MAGUIRE PROPERTIES, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

			Nine Months
			Ended			Year Ended
			September 30,			December 31,
			2003			2002
(JJ)	Record (reverse) compensation expense related to:
		Fully vested restricted stock issued upon completion of our IPO	$	(6,522	)		—
		Cash paid at completion of our IPO related to employees’ tax liabilities		(6,525	)		—
		Cash bonus to former employee as a result of completion of the IPO		(1,000	)		—
		Stock awards that vest during the period		667			1,333
		Cash payment for employee tax liability related to stock award that vests over three years		67			133
		Stock awards to be granted on the one-year anniversary of the completion of our IPO that have vesting periods from three to four years (total award is $5,500)		625			1,200
			$	(12,688	)		2,666
	The reversals of compensation expense recorded by the Company upon consummation of our IPO are based on the assumption that the common stock had been outstanding as of the beginning of the period presented
(KK)	Increase in general and administrative expenses as a result of becoming a public company:
		Salaries and guaranteed first year bonuses based on employment agreements for the Co-Chief Executive Officer and President and the Chief Financial Officer who were hired as a result of becoming a public company	$	450			1,300
		Annual director fees for four directors at $35 per director		70			140
			$	520			1,440
(LL)	Allocate minority interest in net income of the Operating Partnership as a result of issuing limited partnership units in the Operating Partnership to certain former owners of the Predecessor:
		Total income before allocation to minority interests	$	16,694			28,121
		Percentage allocable to minority interests		20.5	%		20.5	%
				3,422			5,765
		Less Operating Partnership minority interests included in the historical consolidated statement of operations		11,802			—
			$	15,224			5,765

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MAGUIRE PROPERTIES, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

(MM) Reflects consolidation of the statement of operations for KPMG Tower for the period from January 1, 2002 through September 13, 2002, resulting from the acquisition of all of the interests in KPMG Tower that were previously owned by third party investors. The Predecessor acquired these interests on September 13, 2002. Prior to that date, the Predecessor used the equity method to account for its investment in KPMG Tower since the Predecessor had significant influence, but not control over major decisions including selling and refinancing the property. The purchase method of accounting was used to reflect the acquisition of the additional interests in KPMG Tower by the Predecessor.

The pro forma adjustment for the acquisition of the additional interests in KPMG Tower for the year ended December 31, 2002 is comprised of the following:

			KPMG Tower
			Historical for the
			Period from			Adjustments
			January 1, 2002			Resulting
			through			from
			September 13,			Purchase			Elimination			Pro Forma
			2002			Accounting			Entries			Adjustment
Revenues
	Rental		$	13,433			10	(2)		—			13,443
	Tenant reimbursements			6,889			—			—			6,889
	Parking			3,793			—			—			3,793
	Management, leasing, and development services to affiliates			—			—			(326	) (5)		(784	)
										(458	) (7)
	Other			606			—			—			606
		Total revenues		24,721			10			(784	)		23,947
Expenses
	Rental property operating and maintenance			7,840			—			(326	) (6)		6,963
										(326	) (5)
										(225	) (6)
	Real estate taxes			1,520			—			—			1,520
	General and administrative			516			—			—			516
	Depreciation and amortization			4,549			1,542	(3)		(343	) (6)		5,748
	Interest			14,549	(1)		—			—			14,549
		Total expenses		28,974			1,542			(1,220	)		29,296
	Equity in net income (loss) of uncombined real estate entities			—			—			2,127	(4)		1,458
										(326	) (6)
										(343	) (6)
		Net income (loss)	$	(4,253	)		(1,532	)		1,894			(3,891	)

(1) The pro forma adjustment to reverse this interest and reflect interest on the new loan in included in note (HH).

25

MAGUIRE PROPERTIES, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

(2)	Increase in rental revenue to reflect straight-line amounts and amortization of acquired lease obligation, both resulting from purchase accounting.
(3)	Increase in depreciation and amortization of buildings, improvements and value of in-place leases resulting from purchase accounting.
(4)	Elimination of equity in net loss previously recorded by the Predecessor.
(5)	Elimination of property management fee revenue previously recognized by the Predecessor and property management fee expense previously recorded by KPMG Tower.
(6)	Reclassification of elimination and other entries previously recorded by the Predecessor to its equity in income (loss) of uncombined real estate entities related to the KPMG Tower.
(7)	Elimination of leasing commission revenue previously recognized by the Predecessor.

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