UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      FOR QUARTER ENDED SEPTEMBER 30, 2003
                           COMMISSION FILE NO. 1-13038

                      CRESCENT REAL ESTATE EQUITIES COMPANY
  ----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           TEXAS                                        52-1862813
--------------------------------         ---------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

              777 Main Street, Suite 2100, Fort Worth, Texas 76102
    -------------------------------------------------------------------------
               (Address of principal executive offices)(Zip code)

        Registrant's telephone number, including area code (817) 321-2100

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 twelve (12) months (or for such shorter period that the registrant
was required to file such report) and (2) has been subject to such filing
requirements for the past ninety (90) days.

                        YES [X]       NO  [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in rule 12b-2 of the Exchange Act).

                        YES [X]       NO  [ ]

Number of shares outstanding of each of the registrant's classes of preferred
and common shares, as of November 3, 2003.


                                                                                   
Series A Convertible Cumulative Preferred Shares, par value $0.01 per share:          10,800,000
Series B Cumulative Redeemable Preferred Shares, par value $0.01 per share:            3,400,000
Common Shares, par value $0.01 per share:                                             99,249,899




                      CRESCENT REAL ESTATE EQUITIES COMPANY
                                    FORM 10-Q
                                TABLE OF CONTENTS



                                                                                                       PAGE
                                                                                                    
PART I:          FINANCIAL INFORMATION

Item 1.    Financial Statements

           Consolidated Balance Sheets at September 30, 2003 (unaudited) and December 31, 2002
           (unaudited)...........................................................................       3

           Consolidated Statements of Operations for the three and nine months ended
           September 30, 2003 and 2002 (unaudited)...............................................       4

           Consolidated Statement of Shareholders' Equity for the nine months ended
           September 30, 2003 (unaudited)........................................................       5

           Consolidated Statements of Cash Flows for the nine months ended September 30, 2003
           and 2002 (unaudited)..................................................................       6

           Notes to Consolidated Financial Statements............................................       7

Item 2.    Management's Discussion and Analysis of Financial Condition and Results
           of Operations.........................................................................      39

Item 3.    Quantitative and Qualitative Disclosures About Market Risk............................      65

Item 4.    Controls and Procedures...............................................................      65

PART II:         OTHER INFORMATION

Item 2.    Changes in Securities and Use of Proceeds.............................................      66

Item 6.    Exhibits and Reports on Form 8-K......................................................      66




                                     PART I

ITEM 1. FINANCIAL STATEMENTS

                      CRESCENT REAL ESTATE EQUITIES COMPANY
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)
                                   (unaudited)



                                                                                      SEPTEMBER 30,        DECEMBER 31,
                                                                                          2003                 2002
                                                                                     --------------       --------------
                                                                                                    
ASSETS:
Investments in real estate:
      Land                                                                           $      315,479       $      292,970
      Building and improvements, net of accumulated depreciation of $734,370 and
        $655,168 at September 30, 2003 and December 31, 2002, respectively                2,201,657            2,185,070
      Furniture, fixtures and equipment, net of accumulated depreciation of
        $69,487 and $58,468 at September 30, 2003 and December 31, 2002, respectively        62,682               56,682
      Land held for investment or development                                               470,813              447,778
      Properties held for disposition, net                                                   87,701              116,336
                                                                                     --------------       --------------
        Net investment in real estate                                                $    3,138,332       $    3,098,836

      Cash and cash equivalents                                                      $       63,483       $       78,444
      Restricted cash and cash equivalents                                                  106,675              105,786
      Accounts receivable, net                                                               39,966               42,046
      Deferred rent receivable                                                               62,474               60,973
      Investments in unconsolidated companies                                               543,259              562,643
      Notes receivable, net                                                                 108,971              115,494
      Income tax asset-current and deferred, net                                             54,496               39,709
      Other assets, net                                                                     180,273              184,468
                                                                                     --------------       --------------
        Total assets                                                                 $    4,297,929       $    4,288,399
                                                                                     ==============       ==============

LIABILITIES:
      Borrowings under Credit Facility                                               $      314,500       $      164,000
      Notes payable                                                                       2,261,969            2,218,910
      Accounts payable, accrued expenses and other liabilities                              351,264              375,902
                                                                                     --------------       --------------
        Total liabilities                                                            $    2,927,733       $    2,758,812
                                                                                     --------------       --------------

COMMITMENTS AND CONTINGENCIES:

MINORITY INTERESTS:
      Operating partnership, 8,873,347 and 8,878,342 units, at September 30, 2003
        and December 31, 2002, respectively                                          $      109,181       $      130,802
      Consolidated real estate partnerships                                                  37,694               43,972
                                                                                     --------------       --------------
        Total minority interests                                                     $      146,875       $      174,774
                                                                                     --------------       --------------

SHAREHOLDERS' EQUITY:
      Preferred shares, $0.01 par value, authorized 100,000,000 shares:
        Series A Convertible Cumulative Preferred Shares,
         liquidation preference of $25.00 per share,
         10,800,000 shares issued and outstanding
         at September 30, 2003 and December 31, 2002                                 $      248,160       $      248,160
        Series B Cumulative Preferred Shares,
         liquidation preference of $25.00 per share,
         3,400,000 shares issued and outstanding
         at September 30, 2003 and December 31, 2002                                         81,923               81,923
      Common shares, $0.01 par value, authorized 250,000,000 shares,
         124,298,763 and 124,280,867 shares issued and outstanding
         at September 30, 2003 and December 31, 2002, respectively                            1,236                1,236
      Additional paid-in capital                                                          2,243,384            2,243,419
      Deferred compensation on restricted shares                                             (5,253)              (5,253)
      Accumulated deficit                                                                  (868,397)            (728,060)
      Accumulated other comprehensive income (loss)                                         (17,492)             (27,252)
                                                                                     --------------       --------------
                                                                                     $    1,683,561       $    1,814,173
      Less - shares held in treasury, at cost, 25,127,388 and 25,068,759
       common shares at September 30, 2003 and December 31, 2002, respectively             (460,240)            (459,360)
                                                                                     --------------       --------------
       Total shareholders' equity                                                    $    1,223,321       $    1,354,813
                                                                                     --------------       --------------

       Total liabilities and shareholders' equity                                    $    4,297,929       $    4,288,399
                                                                                     ==============       ==============


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

                                        3



                      CRESCENT REAL ESTATE EQUITIES COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        (in thousands, except share data)
                                   (unaudited)



                                                                         FOR THE THREE MONTHS          FOR THE NINE MONTHS
                                                                          ENDED SEPTEMBER 30,          ENDED SEPTEMBER 30,
                                                                       -----------------------      -------------------------
                                                                          2003          2002          2003             2002
                                                                          ----          ----          ----             ----
                                                                                                        
REVENUE:
        Office Property                                                $ 127,044     $ 140,840      $  375,996      $ 411,067
        Resort/Hotel Property                                             54,769        56,110         170,122        148,157
        Residential Development Property                                  29,808        41,832         119,380        168,372
                                                                       ---------     ---------      ----------      ---------
             Total Property revenue                                      211,621       238,782         665,498        727,596
                                                                       ---------     ---------      ----------      ---------

EXPENSE:
        Office Property real estate taxes                                 15,523        17,229          50,663         56,690
        Office Property operating expenses                                43,976        42,624         129,116        124,613
        Resort/Hotel Property expense                                     44,926        44,599         137,325        110,701
        Residential Development Property expense                          29,723        39,306         110,483        152,983
                                                                       ---------     ---------      ----------      ---------
             Total Property expense                                      134,148       143,758         427,587        444,987
                                                                       ---------     ---------      ----------      ---------

             Income from Property Operations                              77,473        95,024         237,911        282,609
                                                                       ---------     ---------      ----------      ---------

OTHER INCOME (EXPENSE):
        Income from investment land sales, net                            11,334         5,452          12,961          5,528
        Gain on joint venture of properties, net                               -        17,710             100         17,710
        Interest and other income                                          1,319         1,775           4,172          5,833
        Corporate general and administrative                              (7,926)       (8,121)        (20,526)       (19,846)
        Interest expense                                                 (43,044)      (47,121)       (129,298)      (135,678)
        Amortization of deferred financing costs                          (2,783)       (2,701)         (7,751)        (7,722)
        Depreciation and amortization                                    (37,728)      (36,726)       (110,947)      (101,914)
        Impairment charges related to real estate assets                       -             -          (1,200)        (1,000)
        Other expenses                                                      (130)            -          (1,042)             -
        Equity in net income (loss) of unconsolidated companies:
             Office Properties                                             5,475           874           8,797          3,655
             Resort/Hotel Properties                                         (89)          (91)          2,036            (91)
             Residential Development Properties                            1,725         4,272           4,235         22,934
             Temperature-Controlled Logistics Properties                    (949)       (3,101)            152         (3,828)
             Other                                                          (864)         (755)         (1,679)        (5,281)
                                                                       ---------     ---------      ----------      ---------

        Total Other Income (Expense)                                     (73,660)      (68,533)       (239,990)      (219,700)
                                                                       ---------     ---------      ----------      ---------

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY
   INTERESTS AND INCOME TAXES                                              3,813        26,491          (2,079)        62,909
        Minority interests                                                (1,582)       (4,235)         (1,897)       (16,207)
        Income tax benefit                                                 4,940         2,534          10,545          6,543
                                                                       ---------     ---------      ----------      ---------

INCOME BEFORE DISCONTINUED OPERATIONS AND
   CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE                   7,171        24,790           6,569         53,245
        Net (loss) income from discontinued operations, net of
          minority interests                                              (1,884)        1,511           1,080          4,542
        (Loss) gain on real estate from discontinued operations, net
          of minority interests                                           (2,017)        1,448         (16,612)         5,046
        Cumulative effect of a change in accounting principle                  -             -               -         (9,172)
                                                                       ---------     ---------      ----------      ---------

NET INCOME (LOSS)                                                          3,270        27,749          (8,963)        53,661

        Series A Preferred Share distributions                            (4,556)       (4,556)        (13,668)       (12,146)
        Series B Preferred Share distributions                            (2,019)       (2,019)         (6,057)        (3,028)
                                                                       ---------     ---------      ----------      ---------

NET (LOSS) INCOME AVAILABLE TO COMMON SHAREHOLDERS                     $  (3,305)    $  21,174      $  (28,688)     $  38,487
                                                                       =========     =========      ==========      =========

BASIC EARNINGS PER SHARE DATA:
        Net income (loss) before discontinued operations and
          cumulative effect of a change in accounting principle        $    0.01     $    0.18      $    (0.13)     $    0.37
        Net (loss) income from discontinued operations, net of
          minority interests                                               (0.02)         0.01            0.01           0.04
        (Loss) gain on real estate from discontinued operations, net
          of minority interests                                            (0.02)         0.01           (0.17)          0.05
        Cumulative effect of a change in accounting principle                  -             -               -          (0.09)
                                                                       ---------     ---------      ----------      ---------

        Net (loss) income- basic                                       $   (0.03)    $    0.20      $    (0.29)     $    0.37
                                                                       =========     =========      ==========      =========

DILUTED EARNINGS PER SHARE DATA:
        Net income (loss) before discontinued operations and
          cumulative effect of a change in accounting principle        $    0.01     $    0.18      $    (0.13)     $    0.37
        Net (loss) income from discontinued operations, net of
          minority interests                                               (0.02)         0.01            0.01           0.04
        (Loss) gain on real estate from discontinued operations, net
          of minority interests                                            (0.02)         0.01           (0.17)          0.05
        Cumulative effect of a change in accounting principle                  -             -               -          (0.09)
                                                                       ---------     ---------      ----------      ---------

        Net (loss) income - diluted                                    $   (0.03)    $    0.20      $    (0.29)     $    0.37
                                                                       =========     =========      ==========      =========


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

                                        4



                      CRESCENT REAL ESTATE EQUITIES COMPANY
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                             (dollars in thousands)
                                   (unaudited)



                                                            Series A               Series B
                                                        Preferred Shares       Preferred Shares        Treasury Shares
                                                     ----------------------  -------------------- -----------------------
                                                       Shares    Net Value     Shares   Net Value   Shares     Net Value
                                                     ----------  ----------  ---------  --------- ----------  -----------
                                                                                            
SHAREHOLDERS' EQUITY, December 31, 2002              10,800,000  $  248,160  3,400,000  $ 81,923  25,068,759  $ (459,360)

Issuance of Common Shares                                     -           -          -         -           -           -

Accretion of Discount on Employee
 Stock Option Notes                                           -           -          -         -           -           -

Issuance of Shares in Exchange for Operating
 Partnership Units                                            -           -          -         -           -           -

Stock Option Grants                                           -           -          -         -           -           -

Share Purchase under Compensation Plan                        -           -          -         -      58,629        (880)

Dividends Paid                                                -           -          -         -           -           -

Net (Loss) Income Available to Common Shareholders            -           -          -         -           -           -

Unrealized Gain on Marketable Securities                      -           -          -         -           -           -

Unrealized Net Gain on Cash Flow Hedges                       -           -          -         -           -           -

                                                     ----------  ----------  ---------  --------  ----------  ----------
SHAREHOLDERS' EQUITY, September 30, 2003             10,800,000  $  248,160  3,400,000  $ 81,923  25,127,388  $ (460,240)
                                                     ==========  ==========  =========  ========  ==========  ==========


                                                                                             Deferred                  Accumulated
                                                          Common Shares       Additional   Compensation                   Other
                                                     ----------------------     Paid-in    on Restricted Accumulated  Comprehensive
                                                       Shares     Par Value     Capital       Shares      (Deficit)      Income
                                                     -----------  ---------  ------------  -----------   -----------  ------------
                                                                                                    
SHAREHOLDERS' EQUITY, December 31, 2002              124,280,867  $   1,236  $  2,243,419  $   (5,253)   $ (728,060)  $   (27,252)

Issuance of Common Shares                                  7,906          -           126           -             -             -

Accretion of Discount on Employee
 Stock Option Notes                                            -          -          (189)          -             -             -

Issuance of Shares in Exchange for Operating
 Partnership Units                                         9,990          -             8           -             -             -

Stock Option Grants                                            -          -            20           -             -             -

Share Purchase under Compensation Plan                         -          -             -           -             -             -

Dividends Paid                                                 -          -             -           -      (111,649)            -

Net (Loss) Income Available to Common Shareholders             -          -             -           -       (28,688)            -

Unrealized Gain on Marketable Securities                       -          -             -           -             -         3,761

Unrealized Net Gain on Cash Flow Hedges                        -          -             -           -             -         5,999

                                                     -----------  ---------  ------------  ----------    ----------   -----------
SHAREHOLDERS' EQUITY, September 30, 2003             124,298,763  $   1,236  $  2,243,384  $   (5,253)   $ (868,397)  $   (17,492)
                                                     ===========  =========  ============  ==========    ==========   ===========


                                                       Total
                                                   ------------
                                                
SHAREHOLDERS' EQUITY, December 31, 2002            $  1,354,813

Issuance of Common Shares                                   126

Accretion of Discount on Employee
 Stock Option Notes                                        (189)

Issuance of Shares in Exchange for Operating
 Partnership Units                                            8

Stock Option Grants                                          20

Share Purchase under Compensation Plan                     (880)

Dividends Paid                                         (111,649)

Net (Loss) Income Available to Common Shareholders      (28,688)

Unrealized Gain on Marketable Securities                  3,761

Unrealized Net Gain on Cash Flow Hedges                   5,999

                                                   ------------
SHAREHOLDERS' EQUITY, September 30, 2003           $  1,223,321
                                                   ============


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

                                        5



                      CRESCENT REAL ESTATE EQUITIES COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)
                                   (unaudited)



                                                                                           FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                                                                             2003                         2002
                                                                                           ---------                    ---------
                                                                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income                                                                          $  (8,963)                   $  53,661
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
     Depreciation and amortization                                                           118,698                      109,636
     Residential Development cost of sales                                                    66,658                      114,039
     Residential Development capital expenditures                                            (98,506)                     (65,958)
     Discontinued operations - (loss) gain on real estate, net of minority interests          16,612                       (5,046)
     Discontinued operations - depreciation and minority interests                             6,944                        7,383
     Impairment charges related to real estate assets                                          1,200                        1,000
     Income from investment in land sales, net                                               (12,961)                      (5,528)
     Gain on joint venture of properties, net                                                   (100)                     (17,710)
     Minority interests                                                                        1,897                       16,207
     Cumulative effect of a change in accounting principle                                         -                        9,172
     Non-cash compensation                                                                       (43)                       1,990
     Distributions received in excess of earnings from unconsolidated companies:
          Office Properties                                                                      239                            -
          Resort/Hotel Properties                                                                  -                          416
          Temperature-Controlled Logistics Properties                                              -                        7,828
          Other                                                                                2,531                        6,255
     Equity in (earnings) loss net of distributions received from unconsolidated
       companies:
          Office Properties                                                                        -                         (990)
          Resort/Hotel Properties                                                             (2,036)                           -
          Residential Development Properties                                                  (4,189)                      (9,642)
          Temperature-Controlled Logistics Properties                                           (152)                           -
     Change in assets and liabilities, net of consolidations and acquisitions:
          Restricted cash and cash equivalents                                                   602                        2,771
          Accounts receivable                                                                  4,824                       11,647
          Deferred rent receivable                                                            (1,501)                       4,508
          Income tax asset - current and deferred                                            (11,223)                     (15,339)
          Other assets                                                                         4,502                        7,856
          Accounts payable, accrued expenses and other liabilities                           (29,395)                     (57,128)
                                                                                           ---------                    ---------
          Net cash provided by operating activities                                        $  55,638                    $ 177,028
                                                                                           ---------                    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Net cash impact of DBL consolidation/COPI transaction                                 $  11,374                    $  38,226
     Proceeds from property sales                                                             16,030                       76,582
     Proceeds from joint venture partner                                                           -                      164,067
     Acquisition of rental properties                                                        (14,802)                     (97,373)
     Development of investment properties                                                     (3,612)                      (1,669)
     Property improvements - Office Properties                                               (11,342)                     (11,619)
     Property improvements - Resort/Hotel Properties                                          (7,097)                     (13,720)
     Tenant improvement and leasing costs - Office Properties                                (51,114)                     (36,602)
     Residential Development Properties Investments                                          (28,696)                     (21,910)
     (Increase) decrease in restricted cash and cash equivalents                                (835)                      12,668
     Return of investment in unconsolidated companies:
          Office Properties                                                                    7,721                        1,660
          Residential Development Properties                                                     227                       10,011
          Temperature-Controlled Logistics Properties                                          3,201                            -
          Other                                                                                5,428                            -
     Investment in unconsolidated companies:
          Office Properties                                                                      (85)                           -
          Residential Development Properties                                                  (4,738)                     (27,732)
          Temperature-Controlled Logistics Properties                                           (897)                        (242)
          Other                                                                               (1,419)                        (425)
     Decrease (increase) in notes receivable                                                  19,098                       (7,820)
                                                                                           ---------                    ---------
          Net cash (used in) provided by investing activities                              $ (61,558)                   $  84,102
                                                                                           ---------                    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Debt financing costs                                                                  $  (2,603)                   $  (8,591)
     Borrowings under Credit Facility                                                        284,500                      372,000
     Payments under Credit Facility                                                         (134,000)                    (476,000)
     Notes payable proceeds                                                                  100,435                      375,000
     Notes payable payments                                                                  (97,164)                    (171,549)
     Residential Development Properties notes payable borrowings                              57,516                       54,698
     Residential Development Properties notes payable payments                               (56,042)                     (84,856)
     Purchase of GMAC preferred interest                                                           -                     (218,423)
     Capital distributions - joint venture partner                                            (9,462)                      (4,451)
     Capital distributions - joint venture preferred equity                                        -                       (6,967)
     Proceeds from exercise of share options                                                       -                          353
     Treasury shares purchase under compensation plan                                           (880)                           -
     Common share repurchases held in Treasury                                                     -                      (28,347)
     Issuance of preferred shares - Series A                                                       -                       48,160
     Issuance of preferred shares - Series B                                                       -                       81,923
     Series A Preferred Share distributions                                                  (13,668)                     (12,146)
     Series B Preferred Share distributions                                                   (6,057)                      (3,028)
     Dividends and unitholder distributions                                                 (131,616)                    (132,549)
                                                                                           ---------                    ---------
           Net cash used in financing activities                                           $  (9,041)                   $(214,773)
                                                                                           ---------                    ---------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                           $ (14,961)                   $  46,357
CASH AND CASH EQUIVALENTS,
     Beginning of period                                                                      78,444                       36,285
                                                                                           ---------                    ---------
CASH AND CASH EQUIVALENTS,
     End of Period                                                                         $  63,483                    $  82,642
                                                                                           =========                    =========


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

                                        6


                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

         Crescent Real Estate Equities Company ("Crescent Equities") operates as
a real estate investment trust for federal income tax purposes (a "REIT") and,
together with its subsidiaries, provides management, leasing and development
services for some of its properties.

         The term "Company" includes, unless the context otherwise indicates,
Crescent Equities, a Texas real estate investment trust, and all of its direct
and indirect subsidiaries.

         The direct and indirect subsidiaries of Crescent Equities at September
30, 2003 included:

                  -        CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP
                           The "Operating Partnership."

                  -        CRESCENT REAL ESTATE EQUITIES, LTD.
                           The "General Partner" of the Operating Partnership.

                  -        SUBSIDIARIES OF THE OPERATING PARTNERSHIP AND THE
                           GENERAL PARTNER

         Crescent Equities conducts all of its business through the Operating
Partnership and its other subsidiaries. The Company is structured to facilitate
and maintain the qualification of Crescent Equities as a REIT.

         The following table shows the consolidated subsidiaries of the Company
that owned or had an interest in real estate assets and the real estate assets
that each subsidiary owned or had an interest in as of September 30, 2003.

Operating Partnership              Wholly-owned assets - The Avallon IV,
                                   Datran Center (two office properties),
                                   Houston Center (three office properties and
                                   the Houston Center Shops). These properties
                                   are included in the Company's Office Segment.

                                   Joint Venture assets, consolidated - 301
                                   Congress Avenue (50% interest) and The
                                   Woodlands Office Properties (85.6% interest)
                                   (four office properties). These properties
                                   are included in the Company's Office Segment.
                                   Sonoma Mission Inn & Spa (80.1% interest),
                                   included in the Company's Resort/Hotel
                                   Segment.

                                   Non wholly-owned assets, unconsolidated -
                                   Bank One Center (50% interest), Bank One
                                   Tower (20% interest), Three Westlake Park
                                   (20% interest), Four Westlake Park (20%
                                   interest), Miami Center (40% interest), 5
                                   Houston Center (25% interest) and Five Post
                                   Oak Park (30% interest). These properties are
                                   included in the Company's Office Segment.
                                   Ritz Carlton Palm Beach (50% interest),
                                   included in the Company's Resort/Hotel
                                   Segment. The temperature-controlled logistics
                                   properties (40% interest in 87 properties).
                                   These properties are included in the
                                   Company's Temperature-Controlled Logistics
                                   Segment.

Crescent Real Estate               Wholly-owned assets - The Aberdeen, The
Funding I, L.P. ("Funding          Avallon I, II & III, Carter Burgess Plaza,
 I")                               The Citadel, The Crescent Atrium, The
                                   Crescent Office Towers, Regency Plaza One,
                                   Waterside Commons and 125 E. John Carpenter
                                   Freeway. These properties are included in the
                                   Company's Office Segment.

Crescent Real Estate               Wholly-owned assets - Albuquerque Plaza,
Funding II, L.P. ("Funding         Barton Oaks Plaza One, Briargate Office and
II")                               Research Center, Las Colinas Plaza, Liberty
                                   Plaza I & II, MacArthur Center I & II,
                                   Ptarmigan Place, Stanford Corporate Centre,
                                   Two Renaissance Square and 12404 Park
                                   Central. These properties are included in the
                                   Company's Office Segment. The Hyatt Regency
                                   Albuquerque and the Park Hyatt Beaver Creek
                                   Resort & Spa. These properties are included
                                   in the Company's Resort/Hotel Segment.

Crescent Real Estate               Wholly-owned assets - Greenway Plaza Office
Funding III, IV and V,             Properties (ten office properties). These
L.P. ("Funding III, IV             properties are included in the Company's
and V")(1)                         Office Segment. Renaissance Houston Hotel is
                                   included in the Company's Resort/Hotel
                                   Segment.

Crescent Real Estate               Wholly-owned asset - Canyon Ranch - Lenox,
Funding VI, L.P.                   included in the Company's Resort/Hotel
("Funding VI")                     Segment.

Crescent Real Estate               Wholly-owned assets - Four behavioral
Funding VII, L.P.                  healthcare properties.
("Funding VII")

                                       7


                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Crescent Real Estate               Wholly-owned assets - The Addison, Addison
Funding VIII, L.P.                 Tower, Austin Centre, The Avallon V,
("Funding VIII")                   Chancellor Park, Frost Bank Plaza, Greenway I
                                   and IA (two office properties), Greenway II,
                                   Johns Manville Plaza, Palisades Central I,
                                   Palisades Central II, Stemmons Place,
                                   Trammell Crow Center(2), 3333 Lee Parkway,
                                   1800 West Loop South, 5050 Quorum, 44 Cook
                                   and 55 Madison. These properties are included
                                   in the Company's Office Segment. The Canyon
                                   Ranch - Tucson, Omni Austin Hotel, and
                                   Ventana Inn & Spa, all of which are included
                                   in the Company's Resort/Hotel Segment.

Crescent 707 17th Street,          Wholly-owned assets - 707 17th Street,
L.L.C.                             included in the Company's Office Segment, and
                                   The Denver Marriott City Center, included in
                                   the Company's Resort/Hotel Segment.

Crescent Real Estate               Wholly-owned assets - Fountain Place and
Funding X, L.P. ("Funding          Post Oak Central (three office properties),
X")                                all of which are included in the Company's
                                   Office Segment.

Crescent Spectrum Center,          Wholly-owned asset - Spectrum Center,
L.P.                               included in the Company's Office Segment.

Crescent Colonnade,                Wholly-owned asset - The BAC-Colonnade
L.L.C.                             Building ("The Colonnade"), included in the
                                   Company's Office Segment.

Mira Vista Development             Non wholly-owned asset, consolidated - Mira
Corp. ("MVDC")                     Vista (98% interest), included in the
                                   Company's Residential Development Segment.

Houston Area Development           Non wholly-owned assets, consolidated -
Corp. ("HADC")                     Falcon Point (98% interest), Falcon Landing
                                   (98% interest) and Spring Lakes (98%
                                   interest). These properties are included in
                                   the Company's Residential Development
                                   Segment.

Desert Mountain                    Non wholly-owned asset, consolidated -
Development Corporation            Desert Mountain (93% interest), included in
("DMDC")                           the Company's Residential Development
                                   Segment.

The Woodlands Land                 Non wholly-owned asset, unconsolidated -
Company ("TWLC")                   The Woodlands (42.5% interest)(3), included
                                   in the Company's Residential Development
                                   Segment.

Crescent Resort                    Non wholly-owned assets, consolidated - Eagle
Development Inc.                   Ranch (60% interest), Main Street Junction
("CRDI")                           (30% interest), Main Street Station (30%
                                   interest), Main Street Station Vacation Club
                                   (30% interest), Riverbend (60% interest),
                                   Park Place at Riverfront (64% interest), Park
                                   Tower at Riverfront (64% interest), Delgany
                                   Lofts (64% interest), Promenade Lofts at
                                   Riverfront (64% interest), Creekside at
                                   Riverfront (64% interest), Cresta (60%
                                   interest), Snow Cloud (64% interest), Horizon
                                   Pass Lodge (64% interest), One Vendue Range
                                   (62% interest), Old Greenwood (71.2%
                                   interest), Tahoe Mountain Resorts (57% -
                                   71.2% interest). These properties are
                                   included in the Company's Residential
                                   Development Segment.

                                   Non wholly-owned assets, unconsolidated -
                                   Blue River Land Company, L.L.C. - Three
                                   Peaks (30% interest), included in the
                                   Company's Residential Development Segment.

Crescent TRS Holdings              Non wholly-owned assets, unconsolidated -
Corp.                              two quarries (56% interest). These properties
                                   are included in the Company's
                                   Temperature-Controlled Logistics Segment.

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

         (1)   Funding III owns nine of the ten office properties in the
               Greenway Plaza office portfolio and the Renaissance Houston
               Hotel; Funding IV owns the central heated and chilled water plant
               building located at Greenway Plaza; and Funding V owns 9
               Greenway, the remaining office property in the Greenway Plaza
               office portfolio.

         (2)   The Company owns the principal economic interest in Trammell Crow
               Center through its ownership of fee simple title to the property
               (subject to a ground lease and a leasehold estate regarding the
               building) and two mortgage notes encumbering the leasehold
               interests in the land and the building.

         (3)   Distributions are made to partners based on specified payout
               percentages. During the nine months ended September 30, 2003, the
               Company's payout percentage and economic interest were 52.5%.

               See Note 8, "Investments in Unconsolidated Companies," for a
table that lists the Company's ownership in significant unconsolidated joint
ventures and investments as of September 30, 2003.

               See Note 9, "Notes Payable and Borrowings Under Credit Facility,"
for a list of certain other subsidiaries of the Company, all of which are
consolidated in the Company's financial statements and were formed primarily for
the purpose of obtaining secured debt or joint venture financing.

                                       8


                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEGMENTS

         The assets and operations of the Company were divided into four
investment segments at September 30, 2003, as follows:

         -     Office Segment;

         -     Resort/Hotel Segment;

         -     Residential Development Segment; and

         -     Temperature-Controlled Logistics Segment.

         Within these segments, the Company owned in whole or in part the
following real estate assets (the "Properties") as of September 30, 2003:

         -     OFFICE SEGMENT consisted of 74 office properties, including three
               retail properties (collectively referred to as the "Office
               Properties"), located in 26 metropolitan submarkets in six
               states, with an aggregate of approximately 29.7 million net
               rentable square feet. 62 of the Office Properties are
               wholly-owned and 12 are owned through joint ventures, five of
               which are consolidated and seven of which are unconsolidated.

         -     RESORT/HOTEL SEGMENT consisted of six luxury and destination
               fitness resorts and spas with a total of 1,306 rooms/guest nights
               and four upscale business-class hotel properties with a total of
               1,771 rooms (collectively referred to as the "Resort/Hotel
               Properties"). Eight of the Resort/Hotel Properties are
               wholly-owned, one is owned through a joint venture that is
               consolidated, and one is owned through a joint venture that is
               unconsolidated.

         -     RESIDENTIAL DEVELOPMENT SEGMENT consisted of the Company's
               ownership of real estate mortgages and voting and non-voting
               common stock representing interests of 98% to 100% in five
               residential development corporations (collectively referred to as
               the "Residential Development Corporations"), which in turn,
               through partnership arrangements, owned in whole or in part 23
               upscale residential development properties, 21 of which are
               consolidated and two of which are unconsolidated (collectively
               referred to as the "Residential Development Properties").

         -     TEMPERATURE-CONTROLLED LOGISTICS SEGMENT consisted of the
               Company's 40% interest in Vornado Crescent Portland Partnership
               (the "Temperature-Controlled Logistics Partnership") and a 56%
               interest in the Vornado Crescent Carthage and KC Quarry L.L.C.
               The Temperature-Controlled Logistics Partnership owns all of the
               common stock, representing substantially all of the economic
               interest, of AmeriCold Corporation (the "Temperature-Controlled
               Logistics Corporation"), a REIT. As of September 30, 2003, the
               Temperature-Controlled Logistics Corporation directly or
               indirectly owned 87 temperature-controlled logistics properties
               (collectively referred to as the "Temperature-Controlled
               Logistics Properties") with an aggregate of approximately 440.7
               million cubic feet (17.5 million square feet) of warehouse space.
               As of September 30, 2003, the Vornado Crescent Carthage and KC
               Quarry, L.L.C. owned two quarries and the related land. The
               Company accounts for its interests in the Temperature-Controlled
               Logistics Partnership and in the Vornado Crescent Carthage and KC
               Quarry L.L.C. as unconsolidated equity investments.

         See Note 3, "Segment Reporting," for a table showing income from
property operations, total other income and expenses, equity in net income
(loss) of unconsolidated companies and funds from operations for each of these
investment segments for the three and nine months ended September 30, 2003 and
2002, and total assets, consolidated property level financing, consolidated
other liabilities, and minority interests for each of these investment segments
at September 30, 2003 and December 31, 2002.

         For purposes of segment reporting as defined in Statement of Financial
Accounting Standards ("SFAS") No. 131, "Disclosures About Segments of an
Enterprise and Related Information," and this Quarterly Report on Form 10-Q, the
Resort/Hotel Properties, the Residential Development Properties and the
Temperature-Controlled Logistics Properties are considered three separate
reportable segments, as described above. However, for purposes of investor
communications, the Company classifies its luxury and destination fitness
resorts and spas and Residential Development Properties as a single group
referred to as the "Resort and Residential Development Sector" due to the
similar characteristics of targeted customers. This group does not contain the
four business-class hotel properties. Instead, for investor communications, the
four business-class hotel properties are classified with the
Temperature-Controlled Logistics Properties as the Company's "Investment
Sector."

                                       9


                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BASIS OF PRESENTATION

         The accompanying unaudited financial statements have been prepared in
conformity with generally accepted accounting principles in the United States
("GAAP") for interim financial information, as well as in accordance with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the
information and footnotes required by GAAP for complete financial statements are
not included. In management's opinion, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation of the
unaudited interim financial statements are included. Operating results for
interim periods reflected do not necessarily indicate the results that may be
expected for a full fiscal year. You should read these financial statements in
conjunction with the financial statements and the accompanying notes included in
the Company's Form 10-K for the year ended December 31, 2002.

         Certain amounts in prior period financial statements have been
reclassified to conform to current period presentation.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This section should be read in conjunction with the more detailed
information regarding the Company's significant accounting policies contained in
the Company's Annual Report on Form 10-K for the year ended December 31, 2002.

ADOPTION OF NEW ACCOUNTING STANDARDS

         SFAS NO. 145. In April 2002, the Financial Accounting Standards Board
("FASB") issued SFAS No. 145, "Rescission of FASB Statements 4, 44 and 64,
Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145
requires the reporting of gains and losses from early extinguishment of debt be
included in the determination of net income unless criteria in Accounting
Principles Board Opinion No. 30, "Reporting the Results of Operations," which
allows for extraordinary item classification, are met. The provisions of this
Statement related to the rescission of Statement No. 4 are to be applied in
fiscal years beginning after May 15, 2002. The Company adopted this Statement
for fiscal year 2003 and expects no impact in 2003 beyond the classification of
costs related to early extinguishments of debt, which were shown in the
Company's 2001 Consolidated Statements of Operations as an extraordinary item.

         SFAS NOS. 148 AND 123. In December 2002, the FASB issued SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure,"
effective for fiscal years ending after December 15, 2002, to amend the
transition and disclosure provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation." In addition to the prospective transition method of
accounting for Stock-Based Employee Compensation using the fair value method
provided in SFAS No. 123, SFAS No. 148 permits two additional transition
methods, both of which avoid the ramp-up effect arising from prospective
application of the fair value method. The Retroactive Restatement Method
requires companies to restate all periods presented to reflect the Stock-Based
Employee Compensation under the fair value method for all employee awards
granted, modified, or settled in fiscal years beginning after December 15, 1994.
The Modified Prospective Method requires companies to recognize Stock-Based
Employee Compensation from the beginning of the fiscal year in which the
recognition provisions are first applied as if the fair value method in SFAS No.
123 had been used to account for employee awards granted, modified, or settled
in fiscal years beginning after December 15, 1994. Also, in the absence of a
single accounting method for Stock-Based Employee Compensation, SFAS No. 148
expands disclosure requirements from those existing in SFAS No. 123, and
requires disclosure of whether, when, and how an entity adopted the preferable,
fair value method of accounting.

         Effective January 1, 2003, the Company adopted the fair value expense
recognition provisions of SFAS No. 123 on a prospective basis as permitted,
which requires that the value of stock options at the date of grant be amortized
ratably into expense over the appropriate vesting period. During the nine months
ended September 30, 2003, the Company granted stock options and recognized
compensation expense that was not significant to its results of operations. With
respect to the Company's stock options which were granted prior to 2003, the
Company accounted for stock-based compensation using the intrinsic value method
prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees," and related Interpretations ("APB No. 25"). Under APB No.
25, compensation cost is measured as the excess, if any, of the quoted market
price of the Company's common shares at the date of grant over the exercise
price of the option granted. Compensation cost for stock options, if any, is
recognized ratably over the vesting period. During the nine months ended
September 30, 2003, no compensation cost was recognized for grants of stock
options made prior to 2003 under the Company stock option plans ("the Plans")
because the Company's policy is to grant stock options with an exercise price
equal to the quoted closing market price of the Company's common shares on the
grant date. Had compensation cost for the Plans been determined based on the
fair value at the grant dates for awards under the Plans consistent with SFAS
No. 123, the Company's net (loss) income and (loss) earnings per share would
have been reduced to the following pro forma amounts:

                                       10


                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                                      FOR THE THREE MONTHS ENDED    FOR THE NINE MONTHS ENDED
                                                             SEPTEMBER 30,                SEPTEMBER 30,
                                                      ---------------------------   ---------------------------
(in thousands, except per share amounts)                 2003            2002          2003            2002
---------------------------------------------------   ----------      -----------   -----------     -----------
                                                                                        
Net (loss) income available to common shareholders,
  as reported                                         $  (3,305)      $   21,174    $  (28,688)     $   38,487
Deduct: total stock-based employee compensation
      expense determined under fair value based
      method for all awards                                (700)          (1,011)       (2,301)         (3,087)
                                                      ---------       ----------    ----------      ----------
Pro forma net (loss) income                           $  (4,005)      $   20,163    $  (30,989)     $   35,400
(Loss) earnings per share:
Basic - as reported                                   $   (0.03)      $     0.20    $    (0.29)     $     0.37
Basic - pro forma                                     $   (0.04)      $     0.19    $    (0.31)     $     0.34
Diluted - as reported                                 $   (0.03)      $     0.20    $    (0.29)     $     0.37
Diluted - pro forma                                   $   (0.04)      $     0.19    $    (0.31)     $     0.34


         SFAS NO. 149. In April 2003, the FASB issued SFAS No. 149, "Amendment
of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149
amends and clarifies the financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." In general, SFAS No. 149 is
effective for contracts entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003. The Company adopted SFAS
149 effective July 1, 2003. The adoption of this Statement did not have a
material impact on the Company's financial condition or its results of
operations.

         SFAS NO. 150. In May 2003, the FASB issued SFAS No. 150, "Accounting
for Certain Financial Instruments with Characteristics of both Liabilities and
Equity." SFAS No. 150 establishes standards for how an issuer should classify
and measure certain financial instruments that have both liability and equity
characteristics. Most provisions of this Statement were to be applied to
financial instruments entered into or modified after May 31, 2003 and to
existing instruments as of the beginning of the first interim financial
reporting period after June 15, 2003. On October 29, 2003, the FASB agreed to
defer indefinitely the application of the provisions of SFAS No. 150 to
noncontrolling interests in limited life subsidiaries.

         FASB INTERPRETATION 45. In November 2002, the FASB issued
Interpretation 45, "Guarantors' Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"),
which elaborates on the disclosures to be made by a guarantor in its interim and
annual financial statements about its obligations under certain guarantees that
it has issued, and liability-recognition requirements for a guarantor of certain
types of debt. The new guidance requires a guarantor to recognize a liability at
the inception of a guarantee which is covered by the new requirements whether or
not payment is probable, creating the new concept of a "stand-ready" obligation.
Initial recognition and initial measurement provisions are applicable on a
prospective basis to guarantees issued or modified after December 31, 2002. See
Note 11, "Commitments and Contingencies," for disclosure of the Company's
guarantees at September 30, 2003. The Company adopted FIN 45 effective January
1, 2003.

         FASB INTERPRETATION 46. On January 15, 2003, the FASB approved the
issuance of Interpretation 46, "Consolidation of Variable Interest Entities"
("FIN 46"), an interpretation of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements." Under FIN 46, consolidation requirements
are effective immediately for new Variable Interest Entities ("VIEs") created
after January 31, 2003. The consolidation requirements apply to previously
existing VIEs for financial periods ending after December 15, 2003. VIEs are
generally a legal structure used for business enterprises that either do not
have equity investors with voting rights, or have equity investors that do not
provide sufficient financial resources for the entity to support its activities.
The objective of the new guidance is to improve reporting by addressing when a
company should include in its financial statements the assets, liabilities and
activities of other entities such as VIEs. FIN 46 requires VIEs to be
consolidated by a company if the company is subject to a majority of the risk of
loss from the VIE's activities or entitled to receive a majority of the entity's
residual returns or both. FIN 46 also requires disclosures about VIEs that the
company is not required to consolidate but in which it has a significant
variable interest. Certain of the disclosure requirements apply in all financial
statements issued after January 31, 2003, regardless of when the VIEs were
established. These disclosure requirements are as follows: (a) the nature,
purpose, size, and activities of the VIE; and, (b) the enterprise's maximum
exposure to loss as a result of its involvement with the VIEs. FIN 46 may be

                                       11


                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

applied prospectively with a cumulative effect adjustment as of the date on
which it is first applied or by restating previously issued financial statements
for one or more years with a cumulative effect adjustment as of the beginning of
the first year restated. The Company is assessing the impact of this
Interpretation, if any, on its existing entities and does not believe the impact
will be significant on its liquidity, financial position, and results of
operations. The Company did not create any VIEs subsequent to January 31, 2003.

SIGNIFICANT ACCOUNTING POLICIES

         ACQUISITION OF OPERATING PROPERTIES. The Company allocates the purchase
price of acquired properties to tangible and identified intangible assets
acquired based on their fair values in accordance with SFAS No. 141, "Business
Combinations."

         In making estimates of fair value for purposes of allocating purchase
price, management utilizes sources, including, but not limited to, independent
value consulting services, independent appraisals that may be obtained in
connection with financing the respective property, and other market data.
Management also considers information obtained about each property as a result
of its pre-acquisition due diligence, marketing and leasing activities in
estimating the fair value of the tangible and intangible assets acquired.

         The aggregate value of the tangible assets acquired is measured based
on the sum of (i) the value of the property as if it were vacant and available
to lease at the purchase date and (ii) the present value of the amortized
in-place tenant improvement allowances over the remaining term of each lease.
Management's estimates of the value of the property are made using models
similar to those used by independent appraisers. Factors considered by
management in its analysis include an estimate of carrying costs such as real
estate taxes, insurance and other operating expenses and estimates of lost
rentals during the expected lease-up period assuming current market conditions.
The value of the property is then allocated among building, land, site
improvements and equipment. The contributory value of tenant improvements is
separately estimated due to the different depreciable lives.

         The aggregate value of intangible assets acquired is measured based on
the difference between (i) the purchase price and (ii) the value of the tangible
assets acquired as defined above. This value is then allocated among
above-market and below-market in-place lease values, costs to execute similar
leases (including leasing commissions, legal expenses and other related
expenses), in-place lease values and customer relationship values.

         Above-market and below-market in-place lease values for acquired
properties are calculated based on the present value (using a market 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 fair market lease rates for
the corresponding in-place leases, measured over a period equal to the remaining
non-cancelable term of the lease for above-market leases and the initial term
plus the term of the below-market fixed rate renewal option, if any, for
below-market leases. The Company performs this analysis on a lease by lease
basis. The capitalized above-market lease values are amortized as a reduction to
rental income over the remaining non-cancelable terms of the respective leases.
The capitalized below-market lease values are amortized as an increase to rental
income over the initial term plus the term of the below-market fixed rate
renewal option, if any, of the respective leases.

         Management estimates costs to execute leases similar to those acquired
at the property at acquisition based on current market conditions. These costs
are recorded based on the present value of the amortized in-place leasing costs
on a lease by lease basis over the remaining term of each lease.

         The in-place lease values and customer relationship values are based on
management's evaluation of the specific characteristics of each customer's lease
and the Company's overall relationship with that respective customer.
Characteristics considered by management in allocating these values include the
nature and extent of the Company's existing business relationships with the
customer, growth prospects for developing new business with the customer, the
customer's credit quality and the expectation of lease renewals, among other
factors. The in-place lease value and customer relationship value are both
amortized to expense over the initial term and any renewal periods in the
respective leases, but in no event does the amortization period for the
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 the customer relationship value would be charged to expense.

         EARNINGS PER SHARE. SFAS No. 128, "Earnings Per Share," ("EPS")
specifies the computation, presentation and disclosure requirements for earnings
per share.

                                       12

                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         Basic EPS is computed by dividing net income available to common
stockholders by the weighted average number of shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock, where such exercise or conversion would result in a lower EPS
amount. The Company presents both basic and diluted earnings per share.

         The following tables present reconciliations for the three and nine
months ended September 30, 2003 and 2002 of basic and diluted earnings per share
from "Income before discontinued operations and cumulative effect of a change in
accounting principle" to "Net (loss) income available to common shareholders."
The table also includes weighted average shares on a basic and diluted basis.



                                                         FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                             --------------------------------------------------------------
                                                         2003                              2002
                                             ----------------------------       ---------------------------
                                                          Wtd.      Per                     Wtd.      Per
                                              Income      Avg.     Share        Income      Avg.     Share
(in thousands, except per share amounts)      (Loss)     Shares    Amount       (Loss)     Shares    Amount
----------------------------------------     ----------------------------       ---------------------------
                                                                                   
BASIC EPS -
Income before discontinued operations        $ 7,171     99,172                 $24,790    103,766
Series A Preferred Share distributions        (4,556)                            (4,556)
Series B Preferred Share distributions        (2,019)                            (2,019)
                                             ----------------------------       ---------------------------
Net income available to common
  shareholders before discontinued
  operations                                 $   596     99,172    $ 0.01       $18,215    103,766   $ 0.18
Net (loss) income from discontinued
  operations, net of minority interests       (1,884)               (0.02)        1,511                0.01
(Loss) gain on real estate from
  discontinued operations, net of
  minority interests                          (2,017)               (0.02)        1,448                0.01
                                             ----------------------------       ---------------------------
Net (loss) income available to common
  shareholders                               $(3,305)    99,172    $(0.03)      $21,174    103,766   $ 0.20
                                             ============================       ===========================




                                                         FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                             --------------------------------------------------------------
                                                         2003                              2002
                                             ----------------------------       ---------------------------
                                                          Wtd.      Per                     Wtd.      Per
                                              Income      Avg.     Share        Income      Avg.     Share
(in thousands, except per share amounts)      (Loss)     Shares    Amount       (Loss)     Shares    Amount
----------------------------------------     ----------------------------       ---------------------------
                                                                                   
DILUTED EPS -
Income before discontinued operations        $ 7,171     99,172                 $24,790    103,766
Series A Preferred Share distributions        (4,556)                            (4,556)
Series B Preferred Share distributions        (2,019)                            (2,019)
                                             ----------------------------       ---------------------------
Effect of dilutive securities:
  Additional common shares relating to
    share and unit options                                   10                                121
Net income available to common
  shareholders before discontinued
  operations                                 $   596     99,182    $ 0.01       $18,215    103,887   $ 0.18
Net (loss) income from discontinued
  operations, net of minority interests       (1,884)               (0.02)        1,511                0.01
(Loss) gain on real estate from
  discontinued operations, net of
  minority interests                          (2,017)               (0.02)        1,448                0.01
                                             ----------------------------       ---------------------------
Net (loss) income available to common
  shareholders                               $(3,305)    99,182    $(0.03)      $21,174    103,887   $ 0.20
                                             ============================       ===========================


                                       13



                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                                           FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                            ---------------------------------------------------------------
                                                         2003                              2002
                                            -----------------------------       ---------------------------
                                                          Wtd.      Per                     Wtd.      Per
                                              Income      Avg.     Share        Income      Avg.     Share
(in thousands, except per share amounts)      (Loss)     Shares    Amount       (Loss)     Shares    Amount
----------------------------------------    -----------------------------       ---------------------------
                                                                                   
BASIC EPS -
Income before discontinued operations
  and cumulative effect of a change in
  accounting principle                      $  6,569     99,186                 $ 53,245   104,527
Series A Preferred Share distributions       (13,668)                            (12,146)
Series B Preferred Share distributions        (6,057)                             (3,028)
                                            -----------------------------       ---------------------------
Net (loss) income available to common
  shareholders before discontinued
  operations and cumulative effect of
  a change in accounting principle          $(13,156)    99,186    $(0.13)      $ 38,071   104,527   $ 0.37
Net income from discontinued
  operations, net of minority interests        1,080                 0.01          4,542               0.04
(Loss) gain on real estate from
  discontinued operations, net of
  minority interests                         (16,612)               (0.17)         5,046               0.05
Cumulative effect of a change in
  accounting principle                             -                    -         (9,172)             (0.09)
                                            -----------------------------       ---------------------------
Net (loss) income available to common
  shareholders                              $(28,688)    99,186    $(0.29)      $ 38,487   104,527   $ 0.37
                                            =============================       ===========================




                                                           FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                            ---------------------------------------------------------------
                                                         2003                              2002
                                            -----------------------------       ---------------------------
                                                          Wtd.      Per                     Wtd.      Per
                                              Income      Avg.     Share        Income      Avg.     Share
(in thousands, except per share amounts)      (Loss)     Shares    Amount       (Loss)     Shares    Amount
----------------------------------------    -----------------------------       ---------------------------
                                                                                   
DILUTED EPS -
Income before discontinued operations
  and cumulative effect of a change in
  accounting principle                      $  6,569     99,186                 $ 53,245   104,527
Series A Preferred Share distributions       (13,668)                            (12,146)
Series B Preferred Share distributions        (6,057)                             (3,028)
                                            -----------------------------       ---------------------------
Effect of dilutive securities:
  Additional common shares relating to
    share and unit options                                    -                                515
Net (loss) income available to common
  shareholders before discontinued
  operations and cumulative effect of
  a change in accounting principle          $(13,156)    99,186    $(0.13)      $ 38,071   105,042   $ 0.37
Net income from discontinued
  operations, net of minority interests        1,080                 0.01          4,542               0.04
(Loss) gain on real estate from
  discontinued operations, net of
  minority interests                         (16,612)               (0.17)         5,046               0.05
Cumulative effect of a change in
  accounting principle                             -                    -         (9,172)             (0.09)
                                            -----------------------------       ---------------------------
Net (loss) income available to common
  shareholders                              $(28,688)    99,186    $(0.29)      $ 38,487   105,042   $ 0.37
                                            =============================       ===========================


                                       14



                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         This table presents supplemental cash flows disclosures for the nine
months ended September 30, 2003 and 2002.

SUPPLEMENTAL DISCLOSURE TO STATEMENTS OF CASH FLOWS



                                                                               FOR THE NINE MONTHS ENDED
                                                                                      SEPTEMBER 30,
                                                                              --------------------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                              2003           2002
(in thousands)
--------------------------------------------------                            ---------      -----------
                                                                                       
Interest paid on debt                                                         $ 110,670      $   106,969
Interest capitalized - Office Properties                                              -              118
Interest capitalized - Residential Development Properties                        13,896            9,591
Additional interest paid in conjunction with cash flow hedges                    15,472           18,028
                                                                              ---------      -----------
Total interest paid                                                           $ 140,038      $   134,706
                                                                              =========      ===========

Cash paid for income taxes                                                    $   1,954      $    10,200
                                                                              =========      ===========

SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES:

Conversion of Operating Partnership units to common shares with resulting
  reduction in minority interest and increases in common shares and
  additional paid-in capital                                                  $       8      $       120
Unrealized gain (loss) on marketable securities                                   3,761           (1,814)
Impairment charges related to real estate assets                                 20,374            5,902
Assumption of debt in conjunction with acquisition of an Office
  Property                                                                       38,000                -
Unrealized net gain on cash flow hedges                                           5,999            3,083
Non-cash compensation                                                               147            1,990
Financed sale of land parcel                                                     11,800            7,520

SUPPLEMENTAL SCHEDULE OF 2003 CONSOLIDATION OF DBL, MVDC AND HADC AND THE
  2002 TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES PURSUANT TO THE
  FEBRUARY 14, 2002 AGREEMENT WITH COPI:

Net investment in real estate                                                 $  (9,692)     $  (570,175)
Restricted cash and cash equivalents                                                  -           (3,968)
Accounts receivable, net                                                         (3,057)         (23,338)
Investments in unconsolidated companies                                          13,552          309,103
Notes receivable, net                                                               (25)          29,816
Income tax asset - current and deferred, net                                     (3,564)         (21,784)
Other assets, net                                                                  (820)         (63,263)
Notes payable                                                                       312          129,157
Accounts payable, accrued expenses and other liabilities                         12,696          201,159
Minority interest - consolidated real estate partnerships                         1,972           51,519
                                                                              ---------      -----------
Increase in cash                                                              $  11,374      $    38,226
                                                                              =========      ===========


3. SEGMENT REPORTING

         For purposes of segment reporting as defined in SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," the
Company currently has four major investment segments based on property type: the
Office Segment; the Resort/Hotel Segment; the Residential Development Segment;
and the Temperature-Controlled Logistics Segment. Management utilizes this
segment structure for making operating decisions and assessing performance.

         The Company uses funds from operations ("FFO") as the measure of
segment profit or loss. FFO, as used in this document, is based on the
definition adopted by the Board of Governors of the National Association of Real
Estate Investment Trusts ("NAREIT") and means:

                  -        Net Income (Loss) - determined in conformity with
                           GAAP;

                  -        excluding gains (losses) from sales of depreciable
                           operating property;

                  -        excluding extraordinary items (as defined by GAAP);

                  -        including depreciation and amortization of real
                           estate assets; and

                  -        after adjusting for unconsolidated partnerships and
                           joint ventures.

         The Company calculates FFO available to common shareholders in the same
manner, except that Net Income (Loss) is replaced by Net Income (Loss) Available
to Common Shareholders.

                                       15



                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         NAREIT developed FFO as a relative measure of performance of an equity
REIT to recognize that income-producing real estate historically has not
depreciated on the basis determined under GAAP. The Company considers FFO
available to common shareholders an appropriate measure of performance for an
equity REIT and FFO an appropriate measure of performance for its investment
segments. However, FFO available to common shareholders and FFO should not be
considered as alternatives to net income determined in accordance with GAAP as
an indication of the Company's operating performance.

         The Company's measures of FFO available to common shareholders and FFO
may not be comparable to similarly titled measures of other REITs if those REITs
apply the definition of FFO in a different manner than the Company.

         Selected financial information related to each segment for the three
and nine months ended September 30, 2003 and 2002, and total assets,
consolidated property level financing, consolidated other liabilities, and
minority interests for each of the segments at September 30, 2003 and December
31, 2002, are presented below:




   SELECTED FINANCIAL                                 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003
      INFORMATION            -----------------------------------------------------------------------------------------
                                                                             TEMPERATURE-
                                                             RESIDENTIAL      CONTROLLED    CORPORATE
                              OFFICE        RESORT/HOTEL     DEVELOPMENT      LOGISTICS        AND
(in thousands)                SEGMENT         SEGMENT         SEGMENT          SEGMENT        OTHER            TOTAL
-------------------------    --------       ------------     -----------     ------------  -----------      -----------
                                                                                          
Property revenue             $127,044 (1)   $   54,769       $   29,808      $        -     $       -        $ 211,621
Property expense              (59,499)         (44,926)         (29,723)              -             -         (134,148)
                             --------       ----------       ----------      ----------     ---------        ---------
     Income from property
       operations            $ 67,545       $    9,843       $       85      $        -     $       -        $  77,473
                             ========       ==========       ==========      ==========     =========        =========
Other income                 $      -       $        -       $        -      $        -     $  12,653        $  12,653
Other expense                       -                -                -               -       (91,611)         (91,611)
                             --------       ----------       ----------      ----------     ---------        ---------
     Total other income
       (expense)             $      -       $        -       $        -      $        -     $ (78,958)(2)    $ (78,958)
                             ========       ==========       ==========      ==========     =========        =========
Equity in net income (loss)
  of unconsolidated
  companies                  $  5,475       $      (89)      $    1,725      $     (949)    $    (864)       $   5,298
                             ========       ==========       ==========      ==========     =========        =========
Funds from operations
   before impairment
   charges related to real
   estate assets             $ 73,855       $   11,471       $    2,773      $    4,198     $ (48,834)       $  43,463 (5)
                             --------       ----------       ----------      ----------     ---------        ---------
Impairment charges related
  to real estate assets      $      -       $        -       $        -      $        -     $  (2,356)       $  (2,356)
                             --------       ----------       ----------      ----------     ---------        ---------
Funds from operations
  after impairment charges
  related to real estate
  assets                     $ 73,855       $   11,471       $    2,773      $    4,198     $ (51,190)       $  41,107 (5)
                             ========       ==========       ==========      ==========     =========        =========





   SELECTED FINANCIAL                            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
      INFORMATION            -----------------------------------------------------------------------------------------
                                                                             TEMPERATURE-
                                                             RESIDENTIAL      CONTROLLED    CORPORATE
                             OFFICE         RESORT/HOTEL     DEVELOPMENT      LOGISTICS        AND
(in thousands)               SEGMENT          SEGMENT         SEGMENT          SEGMENT        OTHER            TOTAL
-------------------------    --------       ------------     -----------     ------------  -----------      -----------
                                                                                          
Property revenue             $140,840 (1)   $   56,110       $   41,832      $        -     $       -        $ 238,782
Property expense              (59,853)         (44,599)         (39,306)              -             -         (143,758)
                             --------       ----------       ----------      ----------     ---------        ---------
     Income from property
       operations            $ 80,987       $   11,511       $    2,526      $        -     $       -        $  95,024
                             ========       ==========       ==========      ==========     =========        =========
Other income                 $      -       $        -       $        -      $        -     $  24,937        $  24,937
Other expense                       -                -                -               -       (94,669)         (94,669)
                             --------       ----------       ----------      ----------     ---------        ---------
     Total other income
       (expense)             $      -       $        -       $        -      $        -     $ (69,732)(2)    $ (69,732)
                             ========       ==========       ==========      ==========     =========        =========
Equity in net income (loss)
  of unconsolidated
  companies                  $    874       $      (91)      $    4,272      $   (3,101)    $    (755)       $   1,199
                             ========       ==========       ==========      ==========     =========        =========
Funds from operations
  before and after
  impairment charges
  related to real estate
  assets                     $ 88,045       $   13,593       $    4,319      $    3,675     $ (59,620)       $  50,012 (5)
                             ========       ==========       ==========      ==========     =========        =========


                                       16



                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




   SELECTED FINANCIAL                               FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
      INFORMATION            ------------------------------------------------------------------------------------------
                                                                               TEMPERATURE-
                                                               RESIDENTIAL      CONTROLLED       CORPORATE
                                OFFICE        RESORT/HOTEL     DEVELOPMENT      LOGISTICS           AND
(in thousands)                  SEGMENT         SEGMENT          SEGMENT          SEGMENT           OTHER           TOTAL
-------------------------      ---------      ------------     -----------     ------------     -----------      ----------
                                                                                               
Property revenue               $ 375,996 (1)  $    170,122     $   119,380     $          -     $         -      $ 665,498
Property expense                (179,779)         (137,325)       (110,483)               -               -       (427,587)
                               ---------      ------------     -----------     ------------     -----------      ---------
     Income from property
       operations              $ 196,217      $     32,797     $     8,897     $          -     $         -      $ 237,911
                               =========      ============     ===========     ============     ===========      =========
Other income                   $       -      $          -     $         -     $          -     $    17,233      $  17,233
Other expense                          -                 -               -                -        (270,764)      (270,764)
                               ---------      ------------     -----------     ------------     -----------      ---------
     Total other income
       (expense)               $       -      $          -     $         -     $          -     $  (253,531)(2)  $(253,531)
                               =========      ============     ===========     ============     ===========      =========
Equity in net income (loss)
  of unconsolidated
  companies                    $   8,797      $      2,036     $     4,235     $        152     $    (1,679)     $  13,541
                               =========      ============     ===========     ============     ===========      =========
Funds from operations
  before impairment
  charges related to real
  estate assets                $ 216,126      $     39,458     $    13,766     $     16,294     $  (164,323)     $ 121,321 (5)
                               ---------      ------------     -----------     ------------     -----------      ---------
Impairment charges related
  to real estate assets        $       -      $          -     $         -     $          -     $   (20,374)     $ (20,374)
                               ---------      ------------     -----------     ------------     -----------      ---------
Funds from operations
  after impairment charges
  related to real estate
  assets                       $ 216,126      $     39,458     $    13,766     $     16,294     $  (184,697)     $ 100,947 (5)
                               =========      ============     ===========     ============     ===========      =========





   SELECTED FINANCIAL                                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
      INFORMATION            ---------------------------------------------------------------------------------------------
                                                                               TEMPERATURE-
                                                               RESIDENTIAL      CONTROLLED       CORPORATE
                                OFFICE        RESORT/HOTEL     DEVELOPMENT      LOGISTICS           AND
(in thousands)                  SEGMENT         SEGMENT          SEGMENT         SEGMENT           OTHER           TOTAL
-------------------------      ---------      ------------     -----------     ------------     -----------      ----------
                                                                                               
Property revenue               $ 411,067 (1)  $    148,157     $   168,372     $          -     $         -      $  727,596
Property expense                (181,303)         (110,701)       (152,983)               -               -        (444,987)
                               ---------      ------------     -----------     ------------     -----------      ----------
     Income from property
       operations              $ 229,764      $     37,456     $    15,389     $          -     $         -      $  282,609
                               =========      ============     ===========     ============     ===========      ==========
Other income                   $       -      $          -     $         -     $          -     $    29,071      $   29,071
Other expense                          -                 -               -                -        (266,160)       (266,160)
                               ---------      ------------     -----------     ------------     -----------      ----------
     Total other income
       (expense)               $       -      $          -     $         -     $          -     $  (237,089)(2)  $ (237,089)
                               =========      ============     ===========     ============     ===========      ==========
Equity in net income (loss)
   of unconsolidated
   companies                   $   3,655      $        (91)    $    22,934     $     (3,828)    $    (5,281)     $   17,389
                               =========      ============     ===========     ============     ===========      ==========
Funds from operations before
  impairment charges related
  to real estate assets        $ 249,119      $     47,140     $    32,354     $     14,450     $  (175,719)     $  167,344 (5)
                               ---------      ------------     -----------     ------------     -----------      ----------
Impairment charges related
  to real estate assets        $       -      $          -     $         -     $          -     $    (2,048)     $   (2,048)
                               ---------      ------------     -----------     ------------     -----------      ----------
Funds from operations after
  impairment charges related
  to real estate assets        $ 249,119      $     47,140     $    32,354     $     14,450     $  (177,767)     $  165,296 (5)
                               =========      ============     ===========     ============     ===========      ==========


__________________________

See footnotes to the following table.
                                       17



                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                                      TEMPERATURE-
                                                                      RESIDENTIAL     CONTROLLED      CORPORATE
                                           OFFICE      RESORT/HOTEL   DEVELOPMENT      LOGISTICS         AND
(in millions)                              SEGMENT        SEGMENT       SEGMENT         SEGMENT         OTHER           TOTAL
-------------------------------------      --------    -------------  ------------    ------------    ---------        -------
                                                                                                     
TOTAL ASSETS BY SEGMENT: (3)
   Balance at September 30, 2003           $  2,583      $    492       $     801      $     302       $    120        $ 4,298
   Balance at December 31, 2002               2,624           492             729            305            138          4,288
CONSOLIDATED PROPERTY LEVEL FINANCING:
   Balance at September 30, 2003           $ (1,402)     $   (132)      $     (95)     $       -       $   (947)(4)    $(2,576)
   Balance at December 31, 2002              (1,371)         (130)            (93)             -           (789)(4)     (2,383)
CONSOLIDATED OTHER LIABILITIES:
   Balance at September 30, 2003           $   (107)     $    (40)      $    (138)     $       -       $    (66)       $  (351)
   Balance at December 31, 2002                (135)          (44)           (125)             -            (72)          (376)
MINORITY INTERESTS:
   Balance at September 30, 2003           $     (8)     $     (7)      $     (23)     $       -       $   (109)       $  (147)
   Balance at December 31, 2002                 (11)           (8)            (25)             -           (131)          (175)


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

(1)      Includes lease termination fees (net of the write-off of deferred rent
         receivables) of approximately $5.3 million and $3.0 million for the
         three months ended September 30, 2003 and 2002, respectively and $8.3
         million and $4.8 million for the nine months ended September 30, 2003
         and 2002, respectively.

(2)      For purposes of this Note, Corporate and Other includes income from
         investment land sales, net, gain on joint venture of properties, net,
         interest and other income, corporate general and administrative,
         interest expense, depreciation and amortization, amortization of
         deferred financing costs, preferred return paid to GMAC Commercial
         Mortgage Corporation ("GMACCM") for 2002, preferred distributions,
         impairment charges and other expenses.

(3)      Total assets by segment is inclusive of investments in unconsolidated
         companies, net of unconsolidated debt.

(4)      Inclusive of Corporate bonds and credit facility.

(5)      Total funds from operations represents funds from operations available
         to common shareholders. The following table presents a reconciliation
         of Consolidated Funds from Operations Available to Common Shareholders
         to Net Income (Loss).

    RECONCILIATION OF CONSOLIDATED FUNDS FROM OPERATIONS AVAILABLE TO COMMON
                                  SHAREHOLDERS



                                            FOR THE THREE MONTHS ENDED      FOR THE NINE MONTHS ENDED
                                                  SEPTEMBER 30,                   SEPTEMBER 30,
                                            --------------------------      -------------------------
(in thousands)                                 2003           2002             2003          2002
----------------------------------------    ------------     ---------      -----------    ----------
                                                                               
Consolidated Funds From Operations
  Available to Common Shareholders After
  Impairment Charges Related to Real
  Estate Assets                             $     41,107     $  50,012      $   100,947    $  165,296
Impairment charges related to real
  estate assets                                    2,356             -           20,374         2,048
                                            ------------     ---------      -----------    ----------
Consolidated Funds from Operations
  Available to Common Shareholders Before
  Impairment Charges Related to Real
  Estate Assets                                   43,463        50,012          121,321       167,344
                                            ------------     ---------      -----------    ----------
Adjustments to reconcile Consolidated
  Funds from Operations Available to Common
  Shareholders Before Impairment Charges
  Related to Real Estate Assets to Net
  Income (Loss):
     Depreciation and amortization of
       real estate assets                        (39,617)      (36,419)        (109,017)     (102,088)
     (Loss) gain on property sales, net              (14)       19,646             (719)       25,311
     Impairment charges related to real
       estate assets                              (2,356)            -          (20,374)       (2,048)
     Cumulative effect of a change in
       accounting principle                            -             -                -        (9,172)
     Adjustment for investments in
       unconsolidated  companies:
           Office Properties                       1,613        (1,946)          (3,805)       (5,997)
           Resort/Hotel Properties                  (394)         (370)          (1,143)         (370)
           Residential Development
             Properties                               (8)          615             (235)       (2,339)
           Temperature-Controlled
             Logistics Properties                 (5,147)       (6,777)         (16,143)      (18,278)
           Other                                    (260)          (96)            (178)       (5,872)
     Unitholder minority interest                   (585)       (3,491)           1,605        (8,004)
     Series A Preferred share
       distributions                               4,556         4,556           13,668        12,146
     Series B Preferred share
       distributions                               2,019         2,019            6,057         3,028
                                            ------------     ---------      -----------    ----------
Net Income (Loss)                           $      3,270     $  27,749      $    (8,963)   $   53,661
                                            ============     =========      ===========    ==========


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

                                       18


                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. ASSET ACQUISITIONS

OFFICE PROPERTIES

         On August 26, 2003, the Company acquired The Colonnade, an 11-story,
216,000 square foot Class A office tower, located in the Coral Gables submarket
of Miami, Florida. The Company acquired the Office Property for approximately
$51.4 million, funded by the Company's assumption of a $38 million loan from
Bank of America and a draw on the Company's credit facility. The Office Property
is wholly-owned and included in the Company's Office Segment.

JOINT VENTURES

         On October 8, 2003, the Company entered into a joint venture, Crescent
One Briar Lake L.P., with affiliates of J.P. Morgan Fleming Asset Management,
Inc. The joint venture purchased One Briar Lake Plaza, located in the Westchase
submarket of Houston, Texas, for approximately $74.4 million. The Property is a
20 story, 502,000 square foot Class A office building. The affiliates of J.P.
Morgan Fleming Asset Management, Inc. own a 70% interest, and the Company owns a
30% interest, in the joint venture. The initial cash equity contribution to the
joint venture was $24.4 million, of which the Company's portion was $7.3
million. The Company's equity contribution and an additional working capital
contribution of $0.5 million were funded primarily through a draw under the
Company's credit facility. The remainder of the purchase price of the Property
was funded by a secured loan to the joint venture in the amount of $50.0
million. None of the mortgage financing at the joint venture level is guaranteed
by the Company. The Company manages and leases the Office Property on a fee
basis. The Office Property is an unconsolidated investment and will be included
in the Company's Office Segment.

RESIDENTIAL DEVELOPMENT PROPERTIES

         On August 14, 2003, CRDI, a consolidated subsidiary of the Company,
completed the purchase of a tract of undeveloped land in Eagle County, Colorado
for approximately $15.5 million, funded by a draw on the Company's credit
facility.

5. DISCONTINUED OPERATIONS

         In August 2001, the FASB issued SFAS No. 144, which requires that the
results of operations of assets sold or held for sale, and any gains or losses
recognized on assets sold and held for sale, be disclosed separately in the
Company's Consolidated Statements of Operations. The Company adopted SFAS No.
144 on January 1, 2002. In accordance with SFAS No. 144, the results of
operations of the assets sold or held for sale have been presented as "Net
(loss) income from discontinued operations, net of minority interests," and gain
or loss and impairments in the assets sold or held for sale have been presented
as "(Loss) gain on real estate from discontinued operations, net of minority
interests" in the accompanying Consolidated Statements of Operations for the
three and nine months ended September 30, 2003 and 2002. The impairment charges
represent the difference between the carrying value of assets sold or held for
sale and the actual or estimated sales price, less costs of sale. The carrying
value of the assets held for sale has been reflected as "Properties held for
disposition, net" in the accompanying Consolidated Balance Sheets as of
September 30, 2003 and December 31, 2002.

ASSETS HELD FOR SALE

OFFICE SEGMENT

         As of September 30, 2003, the 1800 West Loop South Office Property
located in the West Loop/Galleria submarket in Houston, Texas was held for sale.
During the first quarter of 2003, the Company recognized an approximately $12.7
million impairment charge, net of minority interests, on the 1800 West Loop
South Office Property.

         In addition, as of September 30, 2003, the Las Colinas Plaza retail
property, located in the Las Colinas submarket in Dallas, Texas, the Liberty
Plaza Office Property located in the Far North Dallas submarket in Dallas,
Texas, the 12404 Park Central Office Property located in the LBJ Freeway
submarket in Dallas, Texas and the four Woodlands Office Properties located in
The Woodlands submarket in Houston, Texas were held for sale.

BEHAVIORAL HEALTHCARE PROPERTIES

         On February 27, 2003, the Company sold a behavioral healthcare property
for $2.0 million, consisting of $1.3 million in cash and a $0.7 million note
receivable. The Company recognized a loss on the sale of this property of

                                       19


                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

approximately $0.3 million. A $2.3 million impairment charge, net of minority
interest, had been recognized during 2002 related to this property.

         On May 2, 2003, the Company sold a behavioral healthcare property for
$2.1 million. The Company recognized a loss on the sale of this property of
approximately $0.1 million. A $0.7 million impairment charge, net of minority
interest, was recognized during the first quarter of 2003 related to this
property.

         On July 10, 2003, the Company sold a behavioral healthcare property for
$2.3 million and recognized a minimal gain on the sale. A $0.8 million
impairment charge, net of minority interest, was recognized during the second
quarter of 2003 related to this property.

         As of September 30, 2003, the Company owned four behavioral healthcare
properties. Impairment charges of approximately $2.0 million, net of minority
interests, were recognized during the third quarter related to three of these
four remaining properties. Two of these properties were sold on October 15,
2003.

SUMMARY OF ASSETS HELD FOR SALE

         The following table indicates the major classes of assets of the
Properties held for sale.



(in thousands)                        SEPTEMBER 30, 2003(1)       DECEMBER 31, 2002
--------------------------------      ---------------------     ---------------------
                                                          
Land                                  $              18,507     $              24,151
Buildings and improvements                          101,007                   119,881
Furniture, fixture and equipment                        548                     1,713
Accumulated depreciation                            (32,361)                  (29,409)
                                      ---------------------     ---------------------
Net investment in real estate         $              87,701     $             116,336
                                      =====================     =====================


--------------------------
(1)      Includes seven office properties, one retail property and four
         behavioral healthcare properties.

         The following tables present rental revenues, operating and other
expenses, depreciation and amortization, minority interests, net income, and
impairments for the nine months ended September 30, 2003 and 2002, for
properties included in discontinued operations as of September 30, 2003.



                                                                           FOR THE NINE MONTHS ENDED
                                                                                 SEPTEMBER 30,
                                                                           -------------------------
(in thousands)                                                                  2003           2002
----------------------------------------------------------------------------------------------------
                                                                                       
Total revenues                                                                 14,486         31,082
Operating and other expenses                                                   (6,811)       (19,575)
Depreciation and amortization                                                  (6,402)        (6,391)
Unitholder minority interests                                                    (193)          (574)
----------------------------------------------------------------------------------------------------
Net income from discontinued operations, net of minority interests              1,080          4,542
====================================================================================================




                                                                           FOR THE NINE MONTHS ENDED
                                                                                 SEPTEMBER 30,
                                                                           -------------------------
(in thousands)                                                                  2003           2002
----------------------------------------------------------------------------------------------------
                                                                                        
Loss on impairment of real estate                                             (19,174)        (1,449)
Realized (loss) gain on sale of properties                                       (411)         7,131
Unitholder minority interests                                                   2,973           (636)
----------------------------------------------------------------------------------------------------
(Loss) gain on real estate from discontinued operations, net of
  minority interests                                                          (16,612)         5,046
====================================================================================================


                                       20


                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. OTHER ASSET DISPOSITIONS

INVESTMENT LAND DISPOSITIONS

         On April 24, 2003, the Company completed the sale of approximately
one-half acre of undeveloped land located in Dallas, Texas. The sale generated
net proceeds and a net gain of approximately $0.3 million. This land was
wholly-owned by the Company.

         On May 15, 2003, the Company completed the sale of approximately 24.8
acres of undeveloped land located in Coppell, Texas. The sale generated net
proceeds of $3.0 million and a net gain of approximately $1.1 million. This land
was wholly-owned by the Company.

         On June 27, 2003, the Company sold approximately 3.5 acres of
undeveloped land located in Houston, Texas. The sale generated proceeds of $2.1
million, net of closing costs, and a note receivable in the amount of $11.8
million, with annual installments of principal and interest payments beginning
June 27, 2004, through maturity on June 27, 2010. The principal payment amounts
are calculated based upon a 20-year amortization and the interest rate is 4% for
the first two years and thereafter the prime rate, as defined in the note,
through maturity. Due to a modification of the sales agreement after June 30,
2003, the Company recognized a net gain on the sale of this land of
approximately $8.9 million in the third quarter of 2003. This land was
wholly-owned by the Company.

         On September 30, 2003, the Company completed the sale of approximately
3.1 acres of undeveloped land located in the Greenway Plaza office complex of
Houston, Texas. The sale generated net proceeds of approximately $5.3 million
and a net gain of approximately $2.4 million. This land was wholly-owned by the
Company.

7. TEMPERATURE-CONTROLLED LOGISTICS SEGMENT

TEMPERATURE-CONTROLLED LOGISTICS PROPERTIES

         As of September 30, 2003, the Company held a 40% interest in the
Temperature-Controlled Logistics Partnership, which owns the
Temperature-Controlled Logistics Corporation, which directly or indirectly owns
the 87 Temperature-Controlled Logistics Properties, with an aggregate of
approximately 440.7 million cubic feet (17.5 million square feet) of warehouse
space.

         The Temperature-Controlled Logistics Corporation leases the
Temperature-Controlled Logistics Properties to AmeriCold Logistics, a limited
liability company owned 60% by Vornado Operating L.P. and 40% by a subsidiary of
Crescent Operating, Inc. ("COPI"). The Company has no economic interest in
AmeriCold Logistics. See Note 16, "COPI," for information on the proposed
acquisition of COPI's 40% interest in AmeriCold Logistics by a new entity to be
owned by the Company's shareholders.

         AmeriCold Logistics, as sole lessee of the Temperature-Controlled
Logistics Properties, leases the Temperature-Controlled Logistics Properties
from the Temperature-Controlled Logistics Corporation under three triple-net
master leases, as amended. On February 22, 2001, the Temperature-Controlled
Logistics Corporation and AmeriCold Logistics agreed to restructure certain
financial terms of the leases, including a reduction of the rental obligation
for 2001 and 2002, the increase of the Temperature-Controlled Logistics
Corporation's share of capital expenditures for the maintenance of the
properties (effective January 1, 2000) and the extension of the date on which
deferred rent is required to be paid to December 31, 2003. On March 7, 2003, the
Temperature-Controlled Logistics Corporation and AmeriCold Logistics amended the
leases to further extend the date on which deferred rent is required to be paid
to December 31, 2004.

         AmeriCold Logistics deferred $32.5 million of the total $115.1 million
of rent payable for the nine months ended September 30, 2003. The Company's
share of the deferred rent was $13.0 million. The Company recognizes rental
income from the Temperature-Controlled Logistics Properties when earned and
collected and has not recognized the $13.0 million of deferred rent in equity in
net income of the Temperature-Controlled Logistics Properties for the nine
months ended September 30, 2003. As of September 30, 2003, the
Temperature-Controlled Logistics Corporation's deferred rent and valuation
allowance from AmeriCold Logistics were $73.1 million and $66.8 million,
respectively, of which the Company's portions were $29.2 million and $26.7
million, respectively.

         The Company and Vornado Realty Trust, L.P. have engaged underwriters to
explore additional debt financing alternatives for the Temperature-Controlled
Logistics Corporation. It is anticipated that this financing will be a
non-recourse,

                                       21


                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

secured term loan in an amount in excess of $200 million. If this financing is
obtained, the expected use of proceeds will allow the Company to make a
reduction in its investment in this business and will provide the business with
additional financing for expansion.

VORNADO CRESCENT CARTHAGE AND KC QUARRY, L.L.C.

         As of September 30, 2003, the Company held a 56% interest in Vornado
Crescent Carthage and KC Quarry, L.L.C. ("VCQ"). The assets of VCQ include two
quarries and the related land. The Company accounts for this investment as an
unconsolidated equity investment.

         On December 31, 2002, VCQ purchased $5.7 million of trade receivables
from AmeriCold Logistics at a 2% discount. The Company contributed approximately
$3.1 million to VCQ for the purchase of the trade receivables. The receivables
were collected during the three months ended March 31, 2003.

         On March 28, 2003, VCQ purchased $6.6 million of trade receivables from
AmeriCold Logistics at a 2% discount. VCQ used cash from collection of trade
receivables previously purchased from AmeriCold Logistics and a $2.0 million
contribution from its owners, of which approximately $0.8 million represented
the Company's contribution, for the purchase of the trade receivables. The
receivables were collected during the second quarter of 2003.

         On May 22, 2003, VCQ distributed cash of $3.2 million to the Company.

8. INVESTMENTS IN UNCONSOLIDATED COMPANIES

         The Company has investments of 20% to 50% in seven unconsolidated joint
ventures that own seven Office Properties. These investments are accounted for
using the equity method of accounting.

         The Company, through ownership interests of 50% or less, or ownership
of non-voting interests only, has other unconsolidated investments. These
investments are accounted for using the equity method of accounting.

                                       22


                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            The following is a summary of the Company's ownership in significant
unconsolidated joint ventures and investments as of September 30, 2003.



                                                                                                          COMPANY'S OWNERSHIP
                         ENTITY                                          CLASSIFICATION                 AS OF SEPTEMBER 30, 2003
---------------------------------------------------------    --------------------------------------     ------------------------
                                                                                                  
Main Street Partners, L.P.                                   Office (Bank One Center-Dallas)                    50.0% (1)

Crescent Miami Center, L.L.C.                                Office (Miami Center - Miami)                      40.0% (2)

Crescent 5 Houston Center, L.P.                              Office (5 Houston Center-Houston)                  25.0% (3)

Austin PT BK One Tower Office Limited Partnership            Office (Bank One Tower-Austin)                     20.0% (4)

Houston PT Four Westlake Park Office Limited Partnership     Office (Four Westlake Park-Houston)                20.0% (4)

Houston PT Three Westlake Park Office Limited Partnership    Office (Three Westlake Park - Houston)             20.0% (4)

Crescent Five Post Oak Park L.P.                             Office (Five Post Oak - Houston)                   30.0% (5)

The Woodlands Commercial Properties Company, L.P.            Office                                             42.5% (6)(7)

The Woodlands Land Development Company, L.P.                 Residential Development                            42.5% (6)(7)

Blue River Land Company, L.L.C.                              Residential Development                            50.0% (8)

EW Deer Valley, L.L.C.                                       Residential Development                            41.7% (9)

Manalapan Hotel Partners, L.L.C.                             Resort/Hotel (Ritz Carlton Palm Beach)             50.0% (10)

Vornado Crescent Portland Partnership                        Temperature-Controlled Logistics                   40.0% (11)

Vornado Crescent Carthage and KC Quarry, L.L.C.              Temperature-Controlled Logistics                   56.0% (12)

CR License, L.L.C.                                           Other                                              30.0% (13)

The Woodlands Operating Company, L.P.                        Other                                              42.5% (6)(7)

Canyon Ranch Las Vegas, L.L.C.                               Other                                              65.0% (14)

SunTx Fulcrum Fund, L.P.                                     Other                                              28.1% (15)

G2 Opportunity Fund, L.P.                                    Other                                              12.5% (16)


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

    (1)  The remaining 50% interest in Main Street Partners, L.P. is owned by
         Trizec Properties, Inc.

    (2)  The remaining 60% interest in Crescent Miami Center, L.L.C. is owned by
         an affiliate of a fund managed by JP Morgan Fleming Asset Management,
         Inc.

    (3)  The remaining 75% interest in Crescent 5 Houston Center, L.P. is owned
         by a pension fund advised by JP Morgan Fleming Asset Management, Inc.

    (4)  The remaining 80% interest in each of Austin PT BK One Tower Office
         Limited Partnership, Houston PT Three Westlake Park Office Limited
         Partnership and Houston PT Four Westlake Park Office Limited
         Partnership is owned by an affiliate of General Electric Pension Trust.

    (5)  The remaining 70% interest in Crescent Five Post Oak Park L.P. is owned
         by an affiliate of General Electric Pension Trust.

    (6)  The remaining 57.5% interest in each of the Woodlands Land Development
         Company, L.P. ("WLDC"), The Woodlands Commercial Properties Company,
         L.P. ("Woodlands CPC") and The Woodlands Operating Company, L.P. is
         owned by an affiliate of Morgan Stanley.

    (7)  Distributions are made to partners based on specified payout
         percentages. During the nine months ended September 30, 2003, the
         payout percentage to the Company was 52.5%.

    (8)  The remaining 50% interest in Blue River Land Company, L.L.C. is owned
         by parties unrelated to the Company.

    (9)  The remaining 58.3% interest in EW Deer Valley, L.L.C. is owned by
         parties unrelated to the Company.

    (10) The remaining 50% interest in Manalapan Hotel Partners, L.L.C.
         ("Manalapan") is owned by WB Palm Beach Investors, L.L.C. In October
         2003, Manalapan entered into a contract to sell the Ritz Carlton Palm
         Beach Resort/Hotel Property. The sale is anticipated to close November
         2003. The Company's equity interest in Manalapan is 50%.

    (11) The remaining 60% interest in Vornado Crescent Portland Partnership is
         owned by Vornado Realty Trust, L.P.

    (12) The remaining 44% in Vornado Crescent Carthage and KC Quarry, L.L.C. is
         owned by Vornado Realty Trust, L.P.

    (13) The remaining 70% interest in CR License, L.L.C. is owned by an
         affiliate of the management company of two of the Company's
         Resort/Hotel Properties.

    (14) The remaining 35% interest in Canyon Ranch Las Vegas, L.L.C. is owned
         by an affiliate of the management company of two of the Company's
         Resort/Hotel Properties.

    (15) The SunTx Fulcrum Fund, L.P.'s ("SunTx") objective is to invest in a
         portfolio of acquisitions that offer the potential for substantial
         capital appreciation. The remaining 71.9% of SunTx is owned by a group
         of individuals unrelated to the Company. The Company's ownership
         percentage will decline by the closing date of SunTx as capital
         commitments from third parties are secured. The Company's projected
         ownership interest at the closing of SunTx is approximately 7.5% based
         on SunTx's manager's expectations for the final SunTx capitalization.
         The Company accounts for its investment in SunTx under the cost method.
         The Company's investment at September 30, 2003 was $6.9 million.

    (16) G2 Opportunity Fund, L.P. ("G2") was formed for the purpose of
         investing in commercial mortgage backed securities and other commercial
         real estate investments. Goff-Moore Strategic Partners, L.P. ("GMSP")
         and GMACCM each own 21.875% of G2, with the remaining 43.75% owned by
         parties unrelated to the Company. See Note 15, "Related Party
         Transactions," for information regarding the ownership interests of
         trust managers and officers of the Company in GMSP.

                                       23


                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY FINANCIAL INFORMATION

         The Company reports its share of income and losses based on its
ownership interest in its respective equity investments, adjusted for any
preference payments. As a result of the Company's transaction with COPI on
February 14, 2002, certain entities that were reported as unconsolidated
entities in 2002 prior to February 14, 2002 are consolidated in the September
30, 2003 financial statements. Additionally, certain unconsolidated subsidiaries
of the newly consolidated entities are now shown separately as unconsolidated
entities of the Company. As a result of the Company's January 2, 2003 purchase
of the remaining 2.56% economic interest, representing 100% of the voting stock,
in DBL Holdings, Inc. ("DBL"), DBL is consolidated in the September 30, 2003
financial statements. Because DBL owns a majority of the voting stock of MVDC
and HADC, these two Residential Development Corporations are consolidated in the
September 30, 2003 financial statements.

         The unconsolidated entities that are included under the headings on the
following tables are summarized below.

         Balance Sheets as of September 30, 2003:

              -   WLDC;

              -   Other Residential Development - This includes the Blue River
                  Land Company, L.L.C. and EW Deer Valley, L.L.C.;

              -   Resort/Hotel - This includes Manalapan;

              -   Temperature-Controlled Logistics - This includes the
                  Temperature-Controlled Logistics Partnership and VCQ;

              -   Office - This includes Main Street Partners, L.P., Houston PT
                  Three Westlake Park Office Limited Partnership, Houston PT
                  Four Westlake Park Office Limited Partnership, Austin PT BK
                  One Tower Office Limited Partnership, Crescent 5 Houston
                  Center, L.P., Crescent Miami Center, L.L.C., Crescent Five
                  Post Oak Park L.P. and Woodlands CPC; and

              -   Other - This includes CR License, L.L.C., The Woodlands
                  Operating Company, L.P., Canyon Ranch Las Vegas, L.L.C., SunTx
                  and G2.

         Balance Sheets as of December 31, 2002:

              -   WLDC;

              -   Other Residential Development - This includes the Blue River
                  Land Company, L.L.C., MVDC and HADC;

              -   Resort/Hotel - This includes Manalapan;

              -   Temperature-Controlled Logistics - This includes the
                  Temperature-Controlled Logistics Partnership and VCQ;

              -   Office - This includes Main Street Partners, L.P., Houston PT
                  Three Westlake Park Office Limited Partnership, Houston PT
                  Four Westlake Park Office Limited Partnership, Austin PT BK
                  One Tower Office Limited Partnership, Crescent 5 Houston
                  Center, L.P., Crescent Miami Center, L.L.C., Crescent Five
                  Post Oak Park L.P. and Woodlands CPC; and

              -   Other - This includes DBL, CR License, L.L.C., The Woodlands
                  Operating Company, L.P., Canyon Ranch Las Vegas, L.L.C. and
                  SunTx.

         Summary Statements of Operations for the nine months ended
         September 30, 2003:

              -   WLDC;

              -   Other Residential Development - This includes the operating
                  results for Blue River Land Company, L.L.C. and EW Deer
                  Valley, L.L.C.;

              -   Resort/Hotel - This includes the operating results for
                  Manalapan;

              -   Temperature-Controlled Logistics - This includes the operating
                  results for the Temperature-Controlled Logistics Partnership
                  and VCQ;

              -   Office - This includes the operating results for Main Street
                  Partners, L.P., Houston PT Three Westlake Park Office Limited
                  Partnership, Houston PT Four Westlake Park Office Limited
                  Partnership, Austin PT BK One Tower Office Limited
                  Partnership, Crescent 5 Houston Center, L.P., Crescent Miami
                  Center L.L.C., Crescent Five Post Oak Park L.P. and Woodlands
                  CPC; and

              -   Other - This includes the operating results for CR License,
                  L.L.C., The Woodlands Operating Company, L.P. and Canyon Ranch
                  Las Vegas, L.L.C. and G2.

                                       24


                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         Summary Statements of Operations for the nine months ended September
         30, 2002:

              -   WLDC - This includes WLDC's operating results for the period
                  February 15 through September 30, 2002 and TWLC's operating
                  results for the period January 1 through February 14, 2002;

              -   Other Residential Development - This includes the operating
                  results for DMDC and CRDI for the period January 1 through
                  February 14, 2002, the operating results of Blue River Land
                  Company, L.L.C. and Manalapan for the period February 15
                  through September 30, 2002, and the operating results of MVDC
                  and HADC;

              -   Temperature-Controlled Logistics - This includes the operating
                  results for the Temperature-Controlled Logistics Partnership
                  and VCQ;

              -   Office - This includes the operating results for Main Street
                  Partners, L.P., Houston PT Three Westlake Park Office Limited
                  Partnership for the period August 21 through September 30,
                  2002, Houston PT Four Westlake Park Office Limited
                  Partnership, Austin PT BK One Tower Office Limited
                  Partnership, Crescent 5 Houston Center, L.P., Woodlands CPC
                  and Crescent Miami Center, L.L.C. for the period September 25
                  through September 30, 2002; and

              -   Other - This includes the operating results for DBL, CR
                  License, L.L.C., The Woodlands Operating Company and Canyon
                  Ranch Las Vegas, L.L.C.



                                                               AS OF SEPTEMBER 30, 2003
                                      -------------------------------------------------------------------------
BALANCE SHEETS:                         THE WOODLANDS    OTHER RESIDENTIAL                       TEMPERATURE-
                                      LAND DEVELOPMENT      DEVELOPMENT         RESORT/          CONTROLLED
(in thousands)                          COMPANY, L.P.      CORPORATIONS          HOTEL            LOGISTICS
-----------------------------------   ----------------   ----------------   ----------------   ----------------
                                                                                   
Real estate, net                      $        391,960   $         58,177   $         80,079   $      1,195,932
Cash                                            12,685              1,837              4,636             41,532
Other assets                                    51,395              1,147              3,978             99,047
                                      ----------------   ----------------   ----------------   ----------------
   Total assets                       $        456,040   $         61,161   $         88,693   $      1,336,511
                                      ================   ================   ================   ================

Notes payable                         $        288,280   $          7,650   $         52,300   $        563,263
Notes payable to the Company                    11,538                  -                  -                  -
Other liabilities                               61,538              4,966              5,376             10,778
Equity                                          94,684             48,545             31,017            762,470
                                      ----------------   ----------------   ----------------   ----------------
   Total liabilities and equity       $        456,040   $         61,161   $         88,693   $      1,336,511
                                      ================   ================   ================   ================

Company's share of unconsolidated
   debt                               $        122,519   $          3,825   $         26,150   $        225,305
                                      ================   ================   ================   ================

Company's investments in
   unconsolidated companies           $         38,309   $         30,609   $         15,508   $        302,392
                                      ================   ================   ================   ================


BALANCE SHEETS:                                      AS OF SEPTEMBER 30, 2003
                                      ------------------------------------------------------
(in thousands)                             OFFICE             OTHER              TOTAL
-----------------------------------   ----------------   ----------------   ----------------
                                                                   
Real estate, net                      $        808,111
Cash                                            36,470
Other assets                                    54,850
                                      ----------------
   Total assets                       $        899,431
                                      ================

Notes payable                         $        523,778
Notes payable to the Company                         -
Other liabilities                               37,848
Equity                                         337,805
                                      ----------------
   Total liabilities and equity       $        899,431
                                      ================

Company's share of unconsolidated
   debt                               $        182,317   $              -   $        560,116
                                      ================   ================   ================

Company's investments in
   unconsolidated companies           $        125,655   $         30,786   $        543,259
                                      ================   ================   ================




                                                               AS OF DECEMBER 31, 2002
                                      -------------------------------------------------------------------------
BALANCE SHEETS:                         THE WOODLANDS    OTHER RESIDENTIAL                       TEMPERATURE-
                                      LAND DEVELOPMENT      DEVELOPMENT         RESORT/          CONTROLLED
(in thousands)                          COMPANY, L.P.      CORPORATIONS          HOTEL            LOGISTICS
-----------------------------------   ----------------   ----------------   ----------------   ----------------
                                                                                   
Real estate, net                      $        388,587   $         68,235   $         81,510   $      1,238,810
Cash                                            15,289              7,112              3,022             13,213
Other assets                                    46,934              3,303              4,415             88,327
                                      ----------------   ----------------   ----------------   ----------------
   Total assets                       $        450,810   $         78,650   $         88,947   $      1,340,350
                                      ================   ================   ================   ================

Notes payable                         $        284,547   $              -   $         56,000   $        574,931
Notes payable to the Company                    10,625                  -                  -                  -
Other liabilities                               70,053             19,125              5,996              9,579
Equity                                          85,585             59,525             26,951            755,840
                                      ----------------   ----------------   ----------------   ----------------
   Total liabilities and equity       $        450,810   $         78,650   $         88,947   $      1,340,350
                                      ================   ================   ================   ================
Company's share of unconsolidated
   debt                               $        120,933   $              -   $         28,000   $        229,972
                                      ================   ================   ================   ================
Company's investments in
   unconsolidated companies           $         33,960   $         39,187   $         13,473   $        304,545
                                      ================   ================   ================   ================


BALANCE SHEETS:                                      AS OF DECEMBER 31, 2002
                                      ------------------------------------------------------
(in thousands)                             OFFICE             OTHER              TOTAL
-----------------------------------   ----------------   ----------------   ----------------
                                                                   
Real estate, net                      $        845,019
Cash                                            43,296
Other assets                                    35,609
                                      ----------------
   Total assets                       $        923,924
                                      ================

Notes payable                         $        507,679
Notes payable to the Company                         -
Other liabilities                               53,312
Equity                                         362,933
                                      ----------------
   Total liabilities and equity       $        923,924
                                      ================
Company's share of unconsolidated
   debt                               $        180,132   $              -   $        559,037
                                      ================   ================   ================
Company's investments in
   unconsolidated companies           $        133,530   $         37,948   $        562,643
                                      ================   ================   ================


                                       25


                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY STATEMENTS OF OPERATIONS:



                                                         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
                                   ----------------------------------------------------------------------------------------
                                                            OTHER
                                     THE WOODLANDS       RESIDENTIAL            TEMPERATURE-
                                   LAND DEVELOPMENT      DEVELOPMENT   RESORT/   CONTROLLED
(in thousands)                       COMPANY, L.P.      CORPORATIONS    HOTEL    LOGISTICS     OFFICE      OTHER     TOTAL
--------------                       -------------      ------------    -----    ---------     ------      -----     -----
                                                                                               
Total revenues                         $  82,644          $   397     $ 31,495  $  90,722     $ 107,601
                                       ---------          -------     --------  ---------     ---------
Expenses:
   Operating expense                      63,950              319       22,794     18,322 (1)    41,934
   Interest expense                        5,174                -        2,405     30,853        20,486
   Depreciation and
      amortization                         5,235                -        2,205     43,963        24,326
   Tax expense                                 -                -           25        642             -
   Other (income) expense                      -                -            -     (2,031)            -
                                       ---------          -------     --------  ---------     ---------
Total expenses                         $  74,359          $   319     $ 27,429  $  91,749     $  86,746
                                       ---------          -------     --------  ---------     ---------
      Gain on sale of properties               -                -            -      1,452             -
                                       ---------          -------     --------  ---------     ---------
Net income                             $   8,285          $    78     $  4,066  $     425 (1) $  20,855
                                       =========          =======     ========  =========     =========
Company's equity in net income
 (loss) of unconsolidated companies    $   4,350          $  (115)    $  2,036  $     152     $   8,797  $ (1,679)  $ 13,541
                                       =========          =======     ========  =========     =========  ========   ========


SUMMARY STATEMENTS OF OPERATIONS:



                                                         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
                                   -----------------------------------------------------------------------------------------
                                                        OTHER
                                    THE WOODLANDS    RESIDENTIAL            TEMPERATURE-
                                   LAND DEVELOPMENT  DEVELOPMENT   RESORT/   CONTROLLED
(in thousands)                       COMPANY, L.P.  CORPORATIONS    HOTEL    LOGISTICS          OFFICE     OTHER      TOTAL
--------------                       -------------  ------------    -----    ---------          ------     -----      -----
                                                                                                
Total revenues                         $  98,128      $  82,944   $ 26,599    $ 81,762         $ 70,250
                                       ---------      ---------   --------    --------         --------
Expenses:
   Operating expense                      54,919         76,798     22,534      12,492 (1)       32,082
   Interest expense                        3,578            399      4,080      32,324           13,584
   Depreciation and
     amortization                          2,591          1,268      2,667      44,140           16,733
   Tax expense                               406            (78)         -           -                -
   Other (income) expense                      -              -          -       2,377                -
                                       ---------      ---------   --------    --------         --------
Total expenses                         $  61,494      $  78,387   $ 29,281    $ 91,333         $ 62,399
                                       ---------      ---------   --------    --------         --------
Net income                             $  36,634      $   4,557   $ (2,682)   $ (9,571)(1)(2)  $  7,851
                                       =========      =========   ========    ========         ========
Company's equity in net income
   (loss) of unconsolidated
   companies                           $  19,018      $   3,916   $    (91)   $ (3,828)        $  3,655  $ (5,281)   $ 17,389
                                       =========      =========   ========    ========         ========  ========    ========


--------------------
(1)  Inclusive of the preferred return paid to Vornado Realty Trust (1% per
     annum of the total combined assets).

(2)  Excludes the goodwill write-off for the Temperature-Controlled Logistics
     Properties, which was recorded as a cumulative change in accounting
     principle in the accompanying financial statements.

                                       26



                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNCONSOLIDATED DEBT ANALYSIS

         The significant terms of the Company's share of unconsolidated debt
financing arrangements existing as of September 30, 2003 are shown below.



                                                               BALANCE           COMPANY'S SHARE
                                                           OUTSTANDING AT         OF BALANCE AT      INTEREST RATE AT
                    DESCRIPTION                            SEPT. 30, 2003        SEPT. 30, 2003       SEPT. 30, 2003
-----------------------------------------------------      --------------        --------------       --------------
                                                                                            
TEMPERATURE CONTROLLED LOGISTICS SEGMENT:
  Vornado Crescent Portland Partnership - 40% Company
     Goldman Sachs Notes (1)                                $  499,199             $   199,679                 6.89%
     Various Capital Leases                                     36,641                  14,657        4.84 to 13.63%
     Various Mortgage Notes                                     27,423                  10,969        7.00 to 12.88%
                                                            ----------             -----------
                                                            $  563,263             $   225,305
                                                            ----------             -----------
OFFICE SEGMENT:
  Main Street Partners, L.P. - 50% Company(2)(3)(4)(5)      $  131,147             $    65,574                 5.47%
  Crescent 5 Houston Center L.P. - 25% Company (6)              90,000                  22,500                 5.00%
  Crescent Miami Center, L.L.C. - 40% Company                   81,000                  32,400                 5.04%
  Houston PT Four Westlake Park Office Limited
    Partnership - 20% Company                                   48,250                   9,650                 7.13%
  Crescent Five Post Oak Park, L.P. - 30% Company               45,000                  13,500                 4.82%
  Austin PT Bank One Tower Office Limited
    Partnership - 20% Company                                   37,527                   7,505                 7.13%
  Houston PT Three Westlake Park Office Limited
    Partnership - 20% Company                                   33,000                   6,600                 5.61%

  The Woodlands Commercial Properties Co. - 42.5%
    Company
      Fleet National Bank credit facility (7)                   55,000                  23,375                 4.13%
      Fleet National Bank (3)(8)                                 2,854                   1,213                 3.13%
                                                            ----------             -----------
                                                            $  523,778             $   182,317
                                                            ----------             -----------
RESIDENTIAL DEVELOPMENT SEGMENT:
  The Woodlands Land Development Co. - 42.5%
    Company
     Fleet National Bank credit facility (7)                $  230,000             $    97,750                 4.13%
     Fleet National Bank (9)                                    37,587                  15,974                 4.10%
     Fleet National Bank (3)(8)                                  5,854                   2,488                 3.13%
     Various Mortgage Notes                                     14,839                   6,307         3.50 to 6.25%
  Blue River Land Company, L.L.C. - 50% Company (10)             7,650                   3,825                 4.14%
                                                            ----------             -----------
                                                            $  295,930             $   126,344
                                                            ----------             -----------

RESORT/HOTEL SEGMENT:
  Manalapan Hotel Partners, L.L.C. - 50% Company
     Corus Bank (3)(11)                                         52,300                  26,150                 5.11%
                                                            ----------             -----------

TOTAL UNCONSOLIDATED DEBT                                   $1,435,271             $   560,116
                                                            ==========             ===========

FIXED RATE/WEIGHTED AVERAGE                                                                                    6.72%
VARIABLE RATE/WEIGHTED AVERAGE                                                                                 4.59%
                                                                                                               ----
TOTAL WEIGHTED AVERAGE                                                                                         5.82%(12)
                                                                                                               ----


                                                                                                  FIXED/VARIABLE
                    DESCRIPTION                                      MATURITY DATE              SECURED/UNSECURED
-----------------------------------------------------                -------------              -----------------
                                                                                          
TEMPERATURE CONTROLLED LOGISTICS SEGMENT:
  Vornado Crescent Portland Partnership - 40% Company
      Goldman Sachs Notes (1)                                               5/11/2023            Fixed/Secured
      Various Capital Leases                                     6/1/2006 to 4/1/2017            Fixed/Secured
      Various Mortgage Notes                                    12/1/2003 to 4/1/2009            Fixed/Secured

OFFICE SEGMENT:
  Main Street Partners, L.P. - 50% Company(2)(3)(4)(5)                      12/1/2004            Variable/Secured
  Crescent 5 Houston Center L.P. - 25% Company (6)                          10/1/2008            Fixed/Secured
  Crescent Miami Center, L.L.C. - 40% Company                               9/25/2007            Fixed/Secured
  Houston PT Four Westlake Park Office Limited
    Partnership - 20% Company                                                8/1/2006            Fixed/Secured
  Crescent Five Post Oak Park, L.P. - 30% Company                            1/1/2008            Fixed/Secured
  Austin PT Bank One Tower Office Limited
    Partnership - 20% Company                                                8/1/2006            Fixed/Secured
  Houston PT Three Westlake Park Office Limited
    Partnership - 20% Company                                                9/1/2007            Fixed/Secured

  The Woodlands Commercial Properties Co. - 42.5%
    Company
      Fleet National Bank credit facility (7)                              11/27/2005            Variable/Secured
      Fleet National Bank (3)(8)                                           10/31/2003            Variable/Secured

RESIDENTIAL DEVELOPMENT SEGMENT:
  The Woodlands Land Development Co. - 42.5%
    Company
      Fleet National Bank credit facility (7)                              11/27/2005            Variable/Secured
      Fleet National Bank (9)                                              12/31/2005            Variable/Secured
      Fleet National Bank (3)(8)                                           10/31/2003            Variable/Secured
      Various Mortgage Notes                                   7/1/2005 to 12/31/2008            Fixed/Secured
  Blue River Land Company, L.L.C. - 50% Company (10)                        6/30/2004            Variable/Secured

RESORT/HOTEL SEGMENT:
  Manalapan Hotel Partners, L.L.C. - 50% Company
    Corus Bank (3)(11)                                                     10/21/2005            Variable/Secured

TOTAL UNCONSOLIDATED DEBT

FIXED RATE/WEIGHTED AVERAGE                                                14.1 years
VARIABLE RATE/WEIGHTED AVERAGE                                              1.9 years
                                                                           ----------
TOTAL WEIGHTED AVERAGE                                                      8.9 years
                                                                           ----------


-----------------------
(1)  URS Real Estate, L.P. and Americold Real Estate, L.P., subsidiaries of the
     Temperature-Controlled Logistics Corporation, expect to repay the notes on
     the Optional Prepayment Date of April 11, 2008.

(2)  Senior Note - Note A: $82.5 million at variable interest rate, LIBOR + 189
     basis points, $4.9 million at variable interest rate, LIBOR + 250 basis
     points with a LIBOR floor of 2.50%. Note B: $24.3 million at variable
     interest rate, LIBOR + 650 basis points with a LIBOR floor of 2.50%.
     Mezzanine Note - $19.4 million at variable interest rate, LIBOR + 890 basis
     points with a LIBOR floor of 3.0%. An interest-rate cap agreement which
     limits interest rate exposure to a maximum LIBOR of 4.52% is in place on
     all notes. All notes amortized based on a 25-year schedule.

(3)  This facility has two one-year extension options.

(4)  The Company and its joint venture partner each obtained a separate letter
     of credit to guarantee the repayment of up to $4.3 million each of the Main
     Street Partners, L.P. loan.

(5)  Under the terms of this loan, the Property must maintain certain coverage
     ratios in order for the Partnership to distribute cash. As of September 30,
     2003, the Property income was not sufficient to provide the minimum
     coverage. While this situation does not constitute a default under the
     loan, the Partnership will not be permitted to distribute cash during the
     period of non-compliance.

(6)  The construction loan for 5 Houston Center was refinanced and converted to
     a mortgage loan on September 8, 2003.

(7)  Woodlands CPC and WLDC entered into two $50 million interest rate swap
     agreements, which limit interest rate exposure on the combined notional
     amount of $100 million to a LIBOR rate of 1.735% plus 300 basis points
     spread over LIBOR.

(8)  Woodlands CPC and WLDC entered into an interest rate cap agreement which
     limits interest rate exposure on the notional amount of $33.8 million to a
     maximum LIBOR rate of 9.0% plus 200 basis points spread over LIBOR.

(9)  WLDC entered into an interest rate cap agreement which limits interest rate
     exposure on the notional amount of $19.5 million to a maximum LIBOR rate of
     8.5% plus 275 basis points spread over LIBOR.

(10) The variable rate loan has an interest rate of LIBOR + 300 basis points. A
     fully consolidated entity of CRDI, of which CRDI owns 88.3%, provides a
     guarantee of up to 70% of the outstanding balance of up to a $9.0 million
     loan to Blue River Land Company, L.L.C. There was approximately $7.7
     million outstanding at September 30, 2003 and the amount guaranteed was
     $5.4 million.

(11) The Company and its joint venture partner each obtained a separate letter
     of credit to guarantee repayment of up to $3.0 million each of this
     facility.

(12) The overall weighted average interest rate does not include the effect of
     the Company's cash flow hedge agreements. Including the effect of these
     agreements, the overall weighted average interest rate would have been
     5.87%.

                                       27


                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         The following table shows, as of September 30, 2003, information about
the Company's share of unconsolidated fixed and variable rate debt and does not
take into account any extension options, hedge arrangements or the entities'
anticipated pay-off dates.



                                        PERCENTAGE OF          WEIGHTED      WEIGHTED AVERAGE
(in thousands)            BALANCE          DEBT(1)           AVERAGE RATE         MATURITY
--------------            -------          -------           ------------         --------
                                                                 
Fixed Rate Debt          $ 323,767           57.8%              6.72%           14.1 years
Variable Rate Debt         236,349           42.2               4.59             1.9 years
                         ---------          -----               ----             ---------
Total Debt               $ 560,116          100.0%              5.82%            8.9 years
                         =========          =====               ====             =========


----------------
(1)  Balance excludes hedges. The percentages for fixed rate debt and variable
     rate debt, including the $42.5 million of hedged variable rate debt, are
     65% and 35%, respectively.

         Listed below is the Company's share of aggregate principal payments, by
year, required as of September 30, 2003, related to the Company's unconsolidated
debt. Scheduled principal installments and amounts due at maturity are included.



                   SECURED
(in thousands)     DEBT(1)
-------------     ---------
               
2003              $  12,027
2004                 86,910
2005                162,286
2006                 23,977
2007                 48,384
Thereafter          226,532
                  ---------
                  $ 560,116
                  =========


-----------------------
(1)  These amounts do not reflect the effect of extension options.

                                       28


                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.  NOTES PAYABLE AND BORROWINGS UNDER CREDIT FACILITY

         The following is a summary of the Company's debt financing at September
30, 2003:



                                                                                               September 30, 2003
                                                                                               ------------------
                                                                                                 (in thousands)
                                                                                            
Secured Debt

Fleet Fund I and II Term Loan (1) due May 2005, bears interest at LIBOR plus 325
basis points (at September 30, 2003, the interest rate was 4.38%), with a
four-year interest-only term, secured by equity interests in Funding I and II
Properties..................................................................................       $ 275,000

AEGON Partnership Note (2) due July 2009, bears interest at 7.53% with monthly
principal and interest payments based on a 25-year amortization schedule,
secured by the Funding III, IV and V Properties.............................................         261,412

LaSalle Note I(3) due August 2027, bears interest at 7.83% with monthly
principal and interest payments based on a 25-year amortization schedule through
maturity in August 2027, secured by the Funding I Properties................................         235,829

Deutsche Bank-CMBS Loan(4) due May 2004, bears interest at the 30-day LIBOR rate
plus 234 basis points (at September 30, 2003, the interest rate was 5.84%), with
a three-year interest-only term and two one-year extension options, secured by
the Funding X Properties and Spectrum Center................................................         220,000

JP Morgan Mortgage Note(5) bears interest at 8.31% with monthly principal and
interest payments based on a 25-year amortization schedule through maturity in
October 2016, secured by the Houston Center mixed-use Office Property
Complex.....................................................................................         192,395

LaSalle Note II(6) bears interest at 7.79% with an initial seven-year
interest-only term (through March 2003), followed by monthly principal and
interest payments based on a 25-year amortization schedule through maturity in
March 2028, secured by the Funding II Properties............................................         160,072

Cigna Note(7) due June 2010, bears interest at 5.22% with an interest-only term,
secured by the 707 17th Street Office Property..............................................          70,000

National Bank of Arizona Revolving Line of Credit(8) with maturities ranging
from November 2004 to December 2005, bears interest ranging from 4.00% to 5.00%,
secured by certain DMDC assets..............................................................          49,191

Bank of America Note(9) due May 2013, bears interest at 5.53% with an initial
2.5-year interest-only term (through November 2005), followed by monthly
principal and interest payments based on a 30-year amortization schedule,
secured by The Colonnade Office Property....................................................          38,000

Metropolitan Life Note V(10) due December 2005, bears interest at 8.49% with
monthly principal and interest payments based on a 25-year amortization
schedule, secured by the Datran Center Office Property......................................          37,667

Northwestern Life Note(11) due January 2004, bears interest at 7.66% with an
interest-only term, secured by the 301 Congress Avenue Office Property......................          26,000

Woodmen of the World Note(12) due April 2009, bears interest at 8.20% with an
initial five-year interest-only term (through November 2006), followed by
monthly principal and interest payments based on a 25-year amortization
schedule, secured by the Avallon IV Office Property.........................................           8,500

Nomura Funding VI Note(13) bears interest at 10.07% with monthly principal and
interest payments based on a 25-year amortization schedule through maturity in
July 2020, secured by the Funding VI Property...............................................           7,898


                                       29



                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                                               September 30, 2003
                                                                                               ------------------
                                                                                                 (in thousands)
                                                                                            
Secured Debt (Continued)

Mitchell Mortgage Note due December 2003, bears interest at 7.0% with an
interest-only term, secured by one of The Woodlands Office Properties.......................            1,743

FHI Finance Loan bears interest at LIBOR plus 450 basis points (at September 30,
2003, the interest rate was 5.62%), with an initial interest only term until the
Net Operating Income Hurdle Date(14), followed by monthly principal and interest
payments based on a 20-year amortization schedule through maturity in September
2009, secured by the Sonoma Mission Inn & Spa...............................................              435

Construction, acquisition and other obligations, bearing fixed and variable
interest rates ranging from 2.9% to 11.25% at September 30, 2003, with
maturities ranging between October 2003 and September 2008, secured by various
CRDI and MVDC projects(15)..................................................................           45,827

Unsecured Debt

2009(16) Notes bear interest at a fixed rate of 9.25% with a seven-year
interest-only term, due April 2009 with a call date of April 2006...........................          375,000

2007(16) Notes bear interest at a fixed rate of 7.50% with a ten-year
interest-only term, due September 2007......................................................          250,000

Credit Facility(17) interest only due May 2004, bears interest at LIBOR plus
187.5 basis points (at September 30, 2003, the interest rate was 3.00%), with a
one-year extension option...................................................................          314,500

JP Morgan Loan Sales Facility(18), bears interest at the federal funds rate plus
150 basis points (at September 30, 2003, the interest rate was 2.50%).......................            7,000
                                                                                                 ------------
Total Notes Payable                                                                              $  2,576,469
                                                                                                 ============


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

(1)  In October 2003, the Company received approval from the lending group to
     modify key financial and other covenants in the Fleet I and II Term Loan.
     In connection with these modifications, the Company agreed to increase the
     interest rate on this loan to LIBOR plus 350 basis points.

(2)  The outstanding balance of this note at maturity will be approximately
     $224.1 million.

(3)  In August 2007, the interest rate will increase, and the Company is
     required to remit, in addition to the monthly debt service payment, excess
     property cash flow, as defined, to be applied first against principal and
     thereafter against accrued excess interest, as defined. It is the Company's
     intention to repay the note in full at such time (August 2007) by making a
     final payment of approximately $221.7 million.

(4)  This includes both a Deutsche Bank-CMBS note and a Fleet-Mezzanine note.
     The notes are due May 2004 and bear interest at the 30-day LIBOR rate plus
     a spread of (i) 164.7 basis points for the CMBS note (at September 30,
     2003, the interest rate was 5.147%), and (ii) 600 basis points for the
     Mezzanine note (at September 30, 2003, the interest rate was 9.5%). The
     blended rate at September 30, 2003 for the two notes was 5.84%. Both notes
     have a LIBOR floor of 3.5%. The notes have three-year interest only terms
     and two one-year extension options. The Fleet-Mezzanine note is secured by
     the Company's interests in Funding X and Crescent Spectrum Center, L.P. and
     the Company's interest in their general partner.

(5)  In October 2006, the interest rate will adjust based on current interest
     rates at that time. It is the Company's intention to repay the note in full
     at such time (October 2006) by making a final payment of approximately
     $177.8 million.

(6)  In March 2006, the interest rate will increase, and the Company is required
     to remit, in addition to the monthly debt service payment, excess property
     cash flow, as defined, to be applied first against principal and
     thereafter, against accrued excess interest, as defined. It is the
     Company's intention to repay the note in full at such time (March 2006) by
     making a final payment of approximately $154.5 million.

(7)  During the first quarter of 2003, the Company paid the $63.5 million Cigna
     Note, bearing interest at 7.47%, which matured in March 2003, in full with
     a draw under the Company's credit facility.

(8)  This facility is a $51.8 million line of credit secured by certain DMDC
     land and improvements ("vertical facility"), club facilities ("club loan"),
     notes receivable ("warehouse facility") and additional land ("short-term
     facility"). The line restricts the vertical facility and club loan to a
     maximum outstanding amount of $40.0 million and is subject to certain
     borrowing base limitations and bears interest at prime (at September 30,
     2003, the interest rate was 4.0%). The warehouse facility bears interest at
     prime plus 100 basis points (at September 30, 2003, the interest rate was
     5.0%) and is limited to $10.0 million. The short-term facility bears
     interest at prime plus 50 basis points (at September 30, 2003, the interest
     rate was 4.5%) and is limited to $1.8 million. The blended rate at
     September 30, 2003 for the vertical facility and club loan, the warehouse
     facility and the short-term facility was 4.2%.

(9)  The outstanding principal balance of this loan at maturity will be
     approximately $33.4 million.

(10) The outstanding principal balance of this loan at maturity will be
     approximately $36.1 million.

(11) The Company has extended the loan maturity to November 2008 with
     Northwestern Mutual. The new loan has an interest rate of 4.94%.

(12) The outstanding principal balance of this loan at maturity will be
     approximately $8.2 million.

(13) In July 2010, the interest rate will adjust based on current interest rates
     at that time. It is the Company's intention to repay the note in full at
     such time (July 2010) by making a final payment of approximately $6.1
     million.

(14) The Company's joint venture partner, which owns a 19.9% interest in the
     Sonoma Mission Inn & Spa, has a commitment to fund $10.0 million of future
     renovations at the Sonoma Mission Inn & Spa through a mezzanine loan. The
     Net Operating Income Hurdle Date, as defined in the loan

                                       30

                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     agreement, is the date as of which the Sonoma Mission Inn & Spa has
     achieved an aggregate Adjusted Net Operating Income, as defined in the loan
     agreement, of $12 million for a period of 12 consecutive calendar months.

(15) In June 2003, CRDI entered into an interest rate cap agreement with Bank of
     America with an initial notional amount of $0.8 million, increasing monthly
     to up to $28.3 million in September 2004, based on the amount of the loan.
     The agreement limits the interest rate exposure on the notional amount to a
     maximum prime rate, as defined in the agreement, of 4.1%.

(16) The Notes were issued in offerings registered with the Securities and
     Exchange Commission.

(17) The $400.0 million Credit Facility with Fleet is an unsecured revolving
     line of credit to Funding VIII and guaranteed by the Operating Partnership.
     Availability under the line of credit is subject to certain covenants
     including limitations on total leverage, fixed charge ratio, debt service
     coverage, minimum tangible net worth, and specific mix of office and hotel
     assets and average occupancy of Office Properties. At September 30, 2003,
     the maximum borrowing capacity under the credit facility was $383.6
     million. The outstanding balance excludes letters of credit issued under
     the Company's credit facility of $15.2 million which reduce the Company's
     maximum borrowing capacity. In October 2003, the Company received approval
     from the lending group to modify key financial and other covenants in the
     Credit Facility. In connection with these modifications, the Company agreed
     to increase the interest rate on this facility to LIBOR plus 212.5 basis
     points.

(18) The JP Morgan Loan Sales Facility is an uncommitted $50.0 million unsecured
     credit facility. The Operating Partnership maintains sufficient
     availability under the Fleet Facility to repay this loan at any time due to
     lack of obligation by the lender to fund the loan.

         The following table shows information about the Company's consolidated
fixed and variable rate debt and does not take into account any extension
options, hedging arrangements or the Company's anticipated payoff dates.



                                                    WEIGHTED
                                     PERCENTAGE     AVERAGE   WEIGHTED AVERAGE
(in thousands)           BALANCE     OF DEBT (1)     RATE         MATURITY
--------------           -------     -----------    --------  -----------------
                                                  
Fixed Rate Debt      $   1,677,547      65.1%       7.95%        10.6 years
Variable Rate Debt         898,922      34.9        4.09          1.0 years
                     -------------     -----        ----          ---------
Total Debt           $   2,576,469     100.0%       6.65%(2)      6.9 years
                     =============     =====        ====          =========


-----------------------
(1)  Balance excludes hedges. The percentages for fixed rate debt and variable
     rate debt, including the $500.0 million of hedged variable rate debt, are
     85% and 15%, respectively.

(2)  Including the effect of hedge arrangements, the overall weighted average
     interest rate would have been 6.73%.


         Listed below are the aggregate principal payments by year required as
of September 30, 2003 under indebtedness of the Company. Scheduled principal
installments and amounts due at maturity are included.



                   SECURED     UNSECURED   UNSECURED DEBT
(in thousands)      DEBT         DEBT      LINE OF CREDIT     TOTAL(1)
--------------   ---------    ----------   --------------     --------
                                                
2003             $    17,643  $    7,000     $       -      $     24,643
2004                 285,554           -       314,500           600,054
2005                 381,903           -             -           381,903
2006                  18,920           -             -            18,920
2007                  26,892     250,000             -           276,892
Thereafter           899,057     375,000             -         1,274,057
                 -----------  ----------     ---------      ------------
                 $ 1,629,969  $  632,000     $ 314,500      $  2,576,469
                 ===========  ==========     =========      ============


----------------------------
(1)  These amounts do not reflect the effect of a one-year extension option on
     the credit facility and two one-year extension options on the Deutsche
     Bank-CMBS Loan.

         The Company has $24.6 million of debt maturing through December 31,
2003, consisting primarily of debt related to the Residential Development
Segment. The Company plans to meet these maturing debt obligations, primarily
through cash from operations, construction loan refinancings, and additional
borrowings under the Company's credit facility or additional debt facilities.

         The Company is generally obligated by its debt agreements to comply
with financial covenants, affirmative covenants and negative covenants, or some
combination of these types of covenants. Failure to comply with covenants under
the Credit Facility or other debt instruments could result in an event of
default under one or more of the Company's debt instruments. Any uncured or
unwaived events of default under the Company's loans can trigger an increase in
interest rates, an acceleration of payment on the loan in default or, for the
Company's secured debt, foreclosure on the Property securing the debt. In
addition, an event of default by the Company or any of its subsidiaries with
respect to any indebtedness in excess of $5.0 million generally will result in
an event of default under the Credit Facility and the Fleet Fund I and II Term
Loan after the notice and cure periods for the other indebtedness have passed.
As of September 30, 2003, no event of default had occurred, and the Company was
in compliance with all of its covenants related to its outstanding debt. The
Company's debt facilities generally prohibit loan prepayment for

                                       31


                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

an initial period, allow prepayment with a penalty during a following specified
period and allow prepayment without penalty after the expiration of that period.
During the nine months ended September 30, 2003, there were no circumstances
that required prepayment or increased collateral related to the Company's
existing debt.

         In addition to the subsidiaries listed in Note 1, "Organization and
Basis of Presentation," certain other subsidiaries of the Company were formed
primarily for the purpose of obtaining secured and unsecured debt or joint
venture financings. These entities, all of which are consolidated and are
grouped based on the Properties to which they relate, are: Funding I and Funding
II Properties (CREM Holdings, LLC, Crescent Capital Funding, LLC, Crescent
Funding Interest, LLC, CRE Management I Corp., CRE Management II Corp.); Funding
III Properties (CRE Management III Corp.); Funding IV Properties (CRE Management
IV Corp.); Funding V Properties (CRE Management V Corp.); Funding VI Properties
(CRE Management VI Corp.); Funding VIII Properties (CRE Management VIII, LLC);
707 17th Street Property (CRE Management IX, LLC); Funding X Properties (CREF X
Holdings Management, LLC, CREF X Holdings, L.P., CRE Management X, LLC);
Spectrum Center (Spectrum Mortgage Associates, L.P., CSC Holdings Management,
LLC, Crescent SC Holdings, L.P., CSC Management, LLC), The BAC-Colonnade (CEI
Colonnade Holdings, LLC), and Crescent Finance Company.

10. CASH FLOW HEDGES

         The Company uses derivative financial instruments to convert a portion
of its variable rate debt to fixed rate debt and to manage its fixed to variable
rate debt ratio. As of September 30, 2003, the Company had four cash flow hedge
agreements which are accounted for in conformity with SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities," as amended by SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities -
an Amendment of FASB Statement No. 133."

         The following table shows information regarding the Company's cash flow
hedge agreements during the nine months ended September 30, 2003, and additional
interest expense and unrealized gains (losses) recorded in Accumulated Other
Comprehensive Income ("OCI").



                                                                                              CHANGE IN
                  NOTIONAL    MATURITY  REFERENCE  FAIR MARKET     ADDITIONAL INTEREST    UNREALIZED GAINS
EFFECTIVE DATE     AMOUNT       DATE      RATE        VALUE              EXPENSE           (LOSSES) IN OCI
--------------    --------    --------  ---------  -----------     -------------------     ----------------
(in thousands)
--------------
                                                                        
9/01/99         $  200,000    9/02/03     6.18%    $       -           $    6,562           $   6,506
5/15/01            200,000    2/03/03     7.11%            -                1,048               1,057
4/18/00            100,000    4/18/04     6.76%       (3,346)               4,179               3,738
2/15/03            100,000    2/15/06     3.26%       (3,280)               1,286                (752)
2/15/03            100,000    2/15/06     3.25%       (3,273)               1,285                (754)
9/02/03            200,000    9/01/06     3.72%       (9,094)                 419              (3,976)
                                                   ---------           ----------           ---------
                                                   $ (18,993)          $   14,779           $   5,819
                                                   =========           ==========           =========


         The Company has designated its four cash flow hedge agreements as cash
flow hedges of LIBOR-based monthly interest payments on a designated pool of
variable rate LIBOR indexed debt that re-prices closest to the reset dates of
each cash flow hedge agreement. For retrospective effectiveness testing, the
Company uses the cumulative dollar offset approach as described in DIG Issue E8.
The DIG is a task force designed to assist the FASB in answering questions that
companies have resulting from implementation of SFAS No. 133 and SFAS No. 138.
The Company uses the change in variable cash flows method as described in DIG
Issue G7 for prospective testing as well as for the actual recording of
ineffectiveness, if any. Under this method, the Company will compare the changes
in the floating rate portion of each cash flow hedge to the floating rate of the
hedged items. The cash flow hedges have been and are expected to remain highly
effective. Changes in the fair value of these highly effective hedging
instruments are recorded in OCI. The effective portion that has been deferred in
OCI will be reclassified to earnings as interest expense when the hedged items
impact earnings. If a cash flow hedge falls outside 80%-125% effectiveness for a
quarter, all changes in the fair value of the cash flow hedge for the quarter
will be recognized in earnings during the current period. If it is determined
based on prospective testing that it is no longer likely a hedge will be highly
effective on a prospective basis, the hedge will no longer be designated as a
cash flow hedge and no longer qualify for accounting in conformity with SFAS
Nos. 133 and 138.

         CRDI, a consolidated subsidiary of the Company, also uses derivative
financial instruments to convert a portion of its variable rate debt to fixed
rate debt.

                                       32


                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         The following table shows information regarding CRDI's cash flow hedge
agreements and additional capitalized interest during the nine months ended
September 30, 2003. Unlike the additional interest on the Company's cash flow
hedges, which was expensed, the additional interest on CRDI's cash flow hedges
was capitalized, as it is related to debt incurred for projects that are
currently under development. Also presented are the unrealized gains in OCI for
the nine months ended September 30, 2003.



                                                                                ADDITIONAL      CHANGE IN
ISSUE              NOTIONAL        MATURITY     REFERENCE     FAIR MARKET       CAPITALIZED     UNREALIZED
DATE                AMOUNT           DATE         RATE           VALUE           INTEREST      GAINS IN OCI
----                ------           ----         ----           -----          -----------    ------------
(in thousands)
                                                                             
9/4/01             $ 4,650          9/4/03        4.12%       $         -       $        91    $        101
9/4/01               3,700          9/4/03        4.12%                 -                72              79
                                                              -----------       -----------    ------------
                                                              $         -       $       163    $        180
                                                              ===========       ===========    ============


         In June 2003, CRDI entered into an interest rate cap agreement with
Bank of America with an initial notional amount of $0.8 million, increasing
monthly to up to $28.3 million in September 2004, based on the amount of the
loan. The agreement limits the interest rate on the notional amount to a maximum
prime rate, as defined in the agreement, of 4.1%.

         CRDI uses the shortcut method described in SFAS No. 133, which
eliminates the need to consider ineffectiveness of the hedges, and instead
assumes that the hedges are highly effective.

11. COMMITMENTS AND CONTINGENCIES

COMMITMENTS

GUARANTEE COMMITMENTS

         The FASB issued Interpretation 45 requiring a guarantor to disclose its
guarantees. The Company's guarantees in place as of September 30, 2003 are
listed in the table below. For the guarantees on indebtedness, no triggering
events or conditions are anticipated to occur that would require payment under
the guarantees and management believes the assets associated with the loans that
are guaranteed are sufficient to cover the maximum potential amount of future
payments and therefore, would not require the Company to provide additional
collateral to support the guarantees.



                                                                          GUARANTEED
                                                                            AMOUNT                MAXIMUM
                                                                        OUTSTANDING AT           GUARANTEED
                            DEBTOR                                    SEPTEMBER 30, 2003           AMOUNT
-----------------------------------------------------------------     ------------------         ----------
                                                                                   (in thousands)
                                                                                           
CRDI - Eagle Ranch Metropolitan District - Letter of Credit (1)       $           15,197         $   15,197
Blue River Land Company, L.L.C.(2)(3)                                              5,355              6,300
Main Street Partners, L.P. - Letter of Credit (2)(4)                               4,250              4,250
Manalapan Hotel Partners, L.L.C. - Letter of Credit (2)(5)                         3,000              3,000
                                                                      ------------------         ----------
Total Guarantees                                                      $           27,802         $   28,747
                                                                      ==================         ==========


------------------------------
(1)      The Company provides a $15.2 million letter of credit to support the
         payment of interest and principal of the Eagle Ranch Metropolitan
         District Revenue Development Bonds and Limited Tax Bonds.

(2)      See Note 8, "Investments in Unconsolidated Companies - Unconsolidated
         Debt Analysis," for a description of the terms of this debt.

(3)      A fully consolidated entity of CRDI, of which CRDI owns 88.3%, provides
         a guarantee of 70% of the outstanding balance of up to a $9.0 million
         loan to Blue River Land Company, L.L.C. There was approximately $7.7
         million outstanding at September 30, 2003 and the amount guaranteed was
         $5.4 million.

(4)      The Company and its joint venture partner each provide a $4.3 million
         letter of credit to guarantee repayment of up to $8.5 million of the
         loan to Main Street Partners, L.P.

(5)      The Company and its joint venture partner each provide a $3.0 million
         letter of credit to guarantee repayment of up to $6.0 million of the
         Manalapan debt with Corus Bank.

                                       33



                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OTHER COMMITMENTS

         On September 23, 2003, the Company entered into a one year option
agreement for the future sale of approximately 1.5 acres of undeveloped
investment land located in Houston, Texas for approximately $7.8 million. The
Company received $0.01 million of consideration in September 2003. The option
agreement may be extended up to four years on a yearly basis at the option of
the prospective purchaser for additional consideration.

         See Note 16, "COPI," for a description of the Company's commitments
related to the agreement with COPI, executed on February 14, 2002.

CONTINGENCIES

ENVIRONMENTAL MATTERS

         All of the Properties have been subjected to Phase I environmental
assessments, and some Properties have been subjected to Phase II soil and ground
water sampling as part of the Phase I assessments. Such assessments have not
revealed, nor is management aware of, any environmental liabilities that
management believes would have a material adverse effect on the financial
position or results of operations of the Company.

LITIGATION

         The Company is involved from time to time in various claims and legal
actions in the ordinary course of business. Management does not believe that the
impact of such matters will have a material adverse effect on the Company's
financial position or its results of operations when resolved.

12. MINORITY INTEREST

         Minority interest in the Operating Partnership represents the
proportionate share of the equity in the Operating Partnership of limited
partners other than the Company. The ownership share of limited partners other
than the Company is evidenced by Operating Partnership units. The Operating
Partnership pays a regular quarterly distribution to the holders of Operating
Partnership units.

         Each Operating Partnership unit may be exchanged for either two common
shares of the Company or, at the election of the Company, cash equal to the fair
market value of two common shares at the time of the exchange. When a unitholder
exchanges a unit, the Company's percentage interest in the Operating Partnership
increases. During the nine months ended September 30, 2003, there were 4,995
units exchanged for 9,990 common shares of the Company.

         Minority interest in real estate partnerships represents joint venture
or preferred equity partners' proportionate share of the equity in certain real
estate partnerships. The Company holds a controlling interest in the real estate
partnerships and consolidates the real estate partnerships into the financial
statements of the Company. Income in the real estate partnerships is allocated
to minority interest based on weighted average percentage ownership during the
year.

         The following table summarizes the minority interest liability as of
September 30, 2003 and December 31, 2002:



(in thousands)                                                               2003         2002
--------------                                                            ---------     ---------
                                                                                  
Limited partners in the Operating Partnership                             $ 109,181     $ 130,802
Development joint venture partners - Residential Development Segment         22,822        24,937
Joint venture partners - Office Segment                                       7,466        11,202
Joint venture partners - Resort/Hotel Segment                                 7,406         7,833
                                                                          ---------     ---------
                                                                          $ 146,875     $ 174,774
                                                                          =========     =========


                                       34



                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         The following table summarizes the minority interests' share of net
income (loss) for the nine months ended September 30, 2003 and 2002:



(in thousands)                                                               2003           2002
--------------                                                             ----------     ----------
                                                                                   
Limited partners in the Operating Partnership                             $   (1,175)    $   (6,795)
Development joint venture partners - Residential Development Segment          (1,628)        (2,651)
Joint venture partners - Office Segment                                          383         (1,060)
Joint venture partners - Resort/Hotel Segment                                    523             22
Subsidiary preferred equity                                                        -         (5,723)
                                                                          ----------     ----------
                                                                          $   (1,897)    $  (16,207)
                                                                          ==========     ==========


13. SHAREHOLDERS' EQUITY

DISTRIBUTIONS

         The following table summarizes the distributions paid or declared to
common shareholders, unitholders and preferred shareholders during the nine
months ended September 30, 2003 (dollars in thousands, except per share
amounts).



                                                                                                            ANNUAL
                                        DIVIDEND/         TOTAL              RECORD        PAYMENT         DIVIDEND/
       SECURITY                       DISTRIBUTION        AMOUNT              DATE          DATE         DISTRIBUTION
-------------------------             ------------     -------------        --------       --------      ------------
                                                                                          
Common Shares/Units (1)               $      0.375     $      43,871        01/31/03       02/14/03      $       1.50
Common Shares/Units (1)               $      0.375     $      43,872        04/30/03       05/15/03      $       1.50
Common Shares/Units (1)               $      0.375     $      43,873        07/31/03       08/15/03      $       1.50
Common Shares/Units (1)               $      0.375     $      43,873        10/31/03       11/14/03      $       1.50
Series A Preferred Shares             $      0.422     $       4,556        01/31/03       02/14/03      $     1.6875
Series A Preferred Shares             $      0.422     $       4,556        04/30/03       05/15/03      $     1.6875
Series A Preferred Shares             $      0.422     $       4,556        07/31/03       08/15/03      $     1.6875
Series A Preferred Shares             $      0.422     $       4,556        10/31/03       11/14/03      $     1.6875
Series B Preferred Shares             $      0.594     $       2,019        01/31/03       02/14/03      $     2.3750
Series B Preferred Shares             $      0.594     $       2,019        04/30/03       05/15/03      $     2.3750
Series B Preferred Shares             $      0.594     $       2,019        07/31/03       08/15/03      $     2.3750
Series B Preferred Shares             $      0.594     $       2,019        10/31/03       11/14/03      $     2.3750


----------------
(1) Represents one-half the amount of the distribution per unit because each
unit is exchangeable for two common shares.

14. INCOME TAXES

TAXABLE CONSOLIDATED ENTITIES

         Deferred income taxes reflect the net effects of temporary differences
between the carrying amounts of assets and liabilities of taxable consolidated
entities for financial reporting purposes and the amounts used for income tax
purposes. For the nine months ended September 30, 2003, the taxable consolidated
entities were comprised of the taxable REIT subsidiaries of the Company.

         The Company intends to maintain its qualification as a REIT under
Section 856 of the U.S. Internal Revenue Code of 1986, as amended (the "Code").
As a REIT, the Company generally will not be subject to federal corporate income
taxes as long as it satisfies certain technical requirements of the Code,
including the requirement to distribute 90% of REIT taxable income to its
shareholders. Accordingly, the Company does not believe that it will be liable
for current income taxes on its REIT taxable income at the federal level or in
most of the states in which it operates. The Company consolidates certain
taxable REIT subsidiaries, which are subject to federal and state income tax.
For the nine months ended September 30, 2003 and 2002, the Company's federal
income tax benefit was $10.5 million and $6.5 million, respectively. The
Company's $10.5 million income tax benefit at September 30, 2003 consists
primarily of $6.3 million for the Residential Development Segment and $3.7
million for the Resort/Hotel Segment.

                                       35



                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         The Company's total net tax asset of approximately $54.5 million at
September 30, 2003, includes $32.5 million of net deferred tax assets. SFAS No.
109, "Accounting for Income Taxes," requires a valuation allowance to reduce the
deferred tax assets reported if, based on the weight of the evidence, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. There was no change in the valuation allowance during the nine months
ended September 30, 2003.

15. RELATED PARTY TRANSACTIONS

DBL HOLDINGS, INC.

         Since June 1999, the Company contributed approximately $23.8 million to
DBL. The contribution was used by DBL to make an equity contribution to DBL-ABC,
Inc., which committed to purchase a limited partnership interest representing a
12.5% interest in G2. G2 was formed for the purpose of investing in commercial
mortgage backed securities and other commercial real estate investments and is
managed and controlled by an entity that is owned equally by GMSP and GMACCM.
The G2 general partner is entitled to an annual asset management fee. The
ownership structure of GMSP consists of an approximately 86% limited partnership
interest owned directly and indirectly by Richard E. Rainwater, Chairman of the
Board of Trust Managers of the Company, and an approximately 14% general
partnership interest, of which approximately 6% is owned by Darla Moore, who is
married to Mr. Rainwater, and approximately 6% is owned by John C. Goff,
Vice-Chairman of the Company's Board of Trust Managers and Chief Executive
Officer of the Company. The remaining approximately 2% general partnership
interest is owned by parties unrelated to the Company. At September 30, 2003,
DBL had an approximately $13.4 million investment in G2.

         On January 2, 2003, the Company purchased the remaining 2.56% economic
interest, representing 100% of the voting stock, in DBL from Mr. Goff. Total
consideration paid for Mr. Goff's interest was $0.4 million. The Board of Trust
Managers of the Company, including all the independent trust managers, approved
the transaction based in part on an appraisal of the assets of DBL by an
independent appraisal firm. As a result of this transaction, DBL is wholly-owned
by the Company and is consolidated in the Residential Development Segment as of
and for the nine months ended September 30, 2003. Also, because DBL owns a
majority of the voting stock in MVDC and HADC, the Company consolidated these
two Residential Development Corporations as of and for the nine months ended
September 30, 2003.

LOANS TO EMPLOYEES AND TRUST MANAGERS OF THE COMPANY FOR EXERCISE OF STOCK
OPTIONS AND UNIT OPTIONS

         As of September 30, 2003, the Company had approximately $37.8 million
of loans outstanding to certain employees and trust managers of the Company on a
recourse basis pursuant to the Company's stock incentive plans and unit
incentive plans pursuant to an agreement approved by the Board of Trust Managers
and the Executive Compensation Committee of the Company. The proceeds of these
loans were used by the employees and the trust managers to acquire common shares
of the Company pursuant to the exercise of vested stock and unit options.
Pursuant to the loan agreements, these loans may be repaid in full or in part at
any time without premium or penalty. Mr. Goff had a loan representing $26.3
million of the $37.8 million total outstanding loans at September 30, 2003.
Approximately $0.3 million of interest was outstanding related to these loans as
of September 30, 2003. No conditions exist at September 30, 2003 which would
cause any of the loans to be in default. Effective July 29, 2002, the Company
ceased offering to its employees and trust managers the option to obtain loans
pursuant to the Company's stock and unit incentive plans.

OTHER

         On June 28, 2002, the Company purchased, and is holding for sale, the
home of an executive officer of the Company for approximately $2.7 million,
which approximates fair market value of the home. This purchase was part of the
officer's relocation agreement with the Company.

16. COPI

         In April 1997, the Company established a new Delaware corporation,
COPI. All of the outstanding common stock of COPI, valued at $0.99 per share,
was distributed in a spin-off, effective June 12, 1997, to those persons who
were limited partners of the Operating Partnership or shareholders of the
Company on May 30, 1997.

         COPI was formed to become a lessee and operator of various assets to be
acquired by the Company and to perform the intercompany agreement between COPI
and the Company, pursuant to which each party agreed to provide the other with
rights to participate in certain transactions. The Company was not permitted to
operate or lease these assets under the tax

                                       36



                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

laws in effect and applicable to REITs at that time. In connection with the
formation and capitalization of COPI, and the subsequent operations and
investments of COPI since 1997, the Company made loans to COPI under a line of
credit and various term loans.

         On January 1, 2001, The REIT Modernization Act became effective. This
legislation allows the Company, through its taxable REIT subsidiaries, to
operate or lease certain of its investments that had previously been operated or
leased by COPI.

          On February 14, 2002, the Company executed an agreement (the
"Agreement") with COPI, pursuant to which COPI transferred to subsidiaries of
the Company, in lieu of foreclosure, COPI's lessee interests in the eight
Resort/Hotel Properties leased to subsidiaries of COPI and, pursuant to a strict
foreclosure, all of COPI's voting interests in three of the Company's
Residential Development Corporations and other assets. The Company agreed to
assist and provide funding to COPI for the implementation of a pre-packaged
bankruptcy of COPI. In connection with the transfer, COPI's rent and debt
obligations to the Company were reduced.

         The Company holds the lessee interests in the eight Resort/Hotel
Properties and the voting interests in the three Residential Development
Corporations through three newly organized entities that are wholly-owned
taxable REIT subsidiaries of the Company. The Company has included these assets
in its Resort/Hotel Segment and its Residential Development Segment, and fully
consolidated the operations of the eight Resort/Hotel Properties and the three
Residential Development Corporations, beginning on the dates of the transfers of
the assets.

         The Agreement provides that COPI and the Company will jointly seek to
have a pre-packaged bankruptcy plan for COPI, reflecting the terms of the
Agreement, approved by the bankruptcy court. Under the Agreement, the Company
has agreed to provide approximately $14.0 million to COPI in the form of cash
and common shares of the Company to fund costs, claims and expenses relating to
the bankruptcy and related transactions, and to provide for the distribution of
the Company's common shares to the COPI stockholders. The Company also agreed,
however, that it will issue common shares with a minimum dollar value of
approximately $2.2 million to the COPI stockholders, even if it would cause the
total costs, claims and expenses that it pays to exceed $14.0 million.
Currently, the Company estimates that the value of the common shares that will
be issued to the COPI stockholders will be between approximately $2.2 million
and $3.0 million. The actual value of the common shares issued to the COPI
stockholders will not be determined until the confirmation of COPI's bankruptcy
plan and could vary from the estimated amounts, but will have a value of at
least $2.2 million.

         In addition, the Company has agreed to use commercially reasonable
efforts to assist COPI in arranging COPI's repayment of its $15.0 million
obligation to Bank of America, together with any accrued interest. The Company
expects to form and capitalize a new entity ("Crescent Spinco"), to be owned by
the shareholders of the Company. Crescent Spinco then would purchase COPI's
interest in AmeriCold Logistics for between $15.0 million and $15.5 million.
COPI has agreed that it will use the proceeds of the sale of the AmeriCold
Logistics interest to repay Bank of America in full.

         COPI obtained the loan from Bank of America primarily to participate in
investments with the Company. At the time COPI obtained the loan, Bank of
America required, as a condition to making the loan, that Richard E. Rainwater,
the Chairman of the Board of Trust Managers of the Company, and John C. Goff,
Vice-Chairman of the Board of Trust Managers and Chief Executive Officer of the
Company, enter into a support agreement with COPI and Bank of America. Pursuant
to the support agreement, Messrs. Rainwater and Goff agreed to make additional
equity investments in COPI if COPI defaulted on payment obligations under its
line of credit with Bank of America and if the net proceeds of an offering of
COPI securities were insufficient to allow COPI to repay Bank of America in
full.

         Previously, the Company held a first lien security interest in COPI's
entire membership interest in AmeriCold Logistics. REIT rules prohibit the
Company from acquiring or owning the membership interest that COPI owns in
AmeriCold Logistics. Under the Agreement, the Company agreed to allow COPI to
grant Bank of America a first priority security interest in the membership
interest and to subordinate its own security interest to that of Bank of
America.

         On March 6, 2003, the stockholders of COPI approved the pre-packaged
bankruptcy plan for COPI. On March 10, 2003, COPI filed the plan under Chapter
11 of the United States Bankruptcy Code in the United States Bankruptcy Court
for the Northern District of Texas.

         If the COPI bankruptcy plan is approved by bankruptcy court, the
holders of COPI's common stock will receive the Company's common shares. As
stockholders of COPI, Mr. Rainwater and Mr. Goff will also receive the Company's
common shares.

                                       37



                      CRESCENT REAL ESTATE EQUITIES COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         Pursuant to the Agreement, the current and former directors and
officers of COPI and the current and former trust managers and officers of the
Company also have received a release from COPI of liability for any actions
taken prior to February 14, 2002, and, depending on various factors, will
receive certain liability releases from COPI and its stockholders under the COPI
bankruptcy plan.

         Completion and effectiveness of the pre-packaged bankruptcy plan for
COPI is contingent upon a number of conditions, including the approval of the
plan by certain of COPI's creditors and the confirmation of the plan by the
bankruptcy court.

                                       38



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INDEX TO MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


                                                                                          
Forward-Looking Statements............................................................       40

Results of Operations
     Three and nine months ended September 30, 2003 and 2002..........................       41

Liquidity and Capital Resources
     Cash Flows for the nine months ended September 30, 2003..........................       48

Debt Financing........................................................................       52

Recent Developments...................................................................       55

Unconsolidated Investments............................................................       57

Significant Accounting Policies.......................................................       59

Funds from Operations Available to Common Shareholders................................       63


                                       39



                           FORWARD-LOOKING STATEMENTS

         You should read this section in conjunction with the consolidated
interim financial statements and the accompanying notes in Item 1,"Financial
Statements," of this document and the more detailed information contained in the
Company's Form 10-K for the year ended December 31, 2002. In management's
opinion, all adjustments (consisting of normal and recurring adjustments)
considered necessary for a fair presentation of the unaudited interim financial
statements are included. Capitalized terms used but not otherwise defined in
this section have the meanings given to them in the notes to the consolidated
financial statements in Item 1, "Financial Statements."

         This Form 10-Q contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The words "anticipates,"
"believes," "expects," "intends," "future," "may," "will," "should," "plans,"
"estimates," "potential," or "continue," or the negative of these terms, or
other similar expressions, identify forward-looking statements.

        Although the Company believes that the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, the Company's
actual results could differ materially from those described in the
forward-looking statements.

         The following factors might cause such a difference:

    -    The Company's ability, at its Office Properties, to timely lease
         unoccupied square footage and timely re-lease occupied square footage
         upon expiration on favorable terms, which may continue to be adversely
         affected by existing real estate conditions (including changes in
         vacancy rates in a particular market or markets, decreases in rental
         rates, increased competition from other properties or by a general
         downturn in the economy);

    -    Adverse changes in the financial condition of existing tenants;

    -    Further deterioration in the resort/business-class hotel markets or in
         the market for residential land or luxury residences, including
         single-family homes, townhomes and condominiums, or in the economy
         generally;

    -    Financing risks, such as the Company's ability to generate revenue
         sufficient to service and repay existing or additional debt, increases
         in debt service associated with increased debt and with variable rate
         debt, the Company's ability to meet financial and other covenants and
         the Company's ability to consummate financings and refinancings on
         favorable terms and within any applicable time frames;

    -    The ability of the Company to consummate anticipated office
         acquisitions and investment land and other dispositions on favorable
         terms and within anticipated time frames;

    -    Further or continued adverse conditions in the temperature-controlled
         logistics business (including both industry-specific conditions and a
         general downturn in the economy) which may further jeopardize the
         ability of the tenant to pay all current and deferred rent due;

    -    The inability of the Company to complete the distribution to its
         shareholders of the shares of a new entity to purchase the AmeriCold
         Logistics tenant interest from COPI;

    -    The concentration of a significant percentage of the Company's assets
         in Texas;

    -    The existence of complex regulations relating to the Company's status
         as a REIT, the effect of future changes in REIT requirements as a
         result of new legislation and the adverse consequences of the failure
         to qualify as a REIT; and

    -    Other risks detailed from time to time in the Company's filings with
         the Securities and Exchange Commission.

         Given these uncertainties, readers are cautioned not to place undue
reliance on such statements. The Company is not obligated to update these
forward-looking statements to reflect any future events or circumstances.

                                       40



                              RESULTS OF OPERATIONS

         The following table shows the Company's financial data as a percentage
of total revenue for the three and nine months ended September 30, 2003 and
2002, and the variance in dollars between the three and nine months ended
September 30, 2003 and 2002.



                                               FINANCIAL DATA AS A      FINANCIAL DATA AS A   TOTAL VARIANCE IN   TOTAL VARIANCE IN
                                               PERCENTAGE OF TOTAL      PERCENTAGE OF TOTAL   DOLLARS BETWEEN      DOLLARS BETWEEN
                                              REVENUES FOR THE THREE   REVENUES FOR THE NINE   THE THREE MONTHS    THE NINE MONTHS
                                               MONTHS ENDED SEPT 30,   MONTHS ENDED SEPT 30,   ENDED SEPT 30,       ENDED SEPT 30,
                                              ----------------------   ---------------------  -----------------   -----------------
                                                                                                (in millions)       (in millions)
                                               2003           2002        2003       2002       2003 AND 2002       2003 AND 2002
                                               ----           ----        ----       ----       -------------       -------------
                                                                                                
REVENUE:
  Office Property                               60.0 %        59.0 %      56.5 %      56.5 %     $   (13.8)           $  (35.1)
  Resort/Hotel Property                         25.9          23.5        25.6        20.4            (1.4)               22.0
  Residential Development Property              14.1          17.5        17.9        23.1           (12.0)              (49.0)
                                              ------         -----       -----       -----       ---------            --------
     TOTAL PROPERTY REVENUE                    100.0 %       100.0 %     100.0 %     100.0 %         (27.2)              (62.1)
                                              ------         -----       -----       -----       ---------            --------

EXPENSE:
  Office Property real estate taxes              7.4 %         7.2 %       7.6 %       7.8 %          (1.7)               (6.0)
  Office Property operating expenses            20.8          17.8        19.4        17.1             1.4                 4.5
  Resort/Hotel Property expense                 21.2          18.7        20.6        15.2             0.3                26.6
  Residential Development Property expense      14.0          16.5        16.6        21.0            (9.6)              (42.5)
                                              ------         -----       -----       -----       ---------            --------
     TOTAL PROPERTY EXPENSE                     63.4 %        60.2 %      64.2 %      61.1 %          (9.6)              (17.4)
                                              ------         -----       -----       -----       ---------            --------
INCOME FROM PROPERTY OPERATIONS                 36.6 %        39.8 %      35.8 %      38.9 %         (17.6)              (44.7)
                                              ------         -----       -----       -----       ---------            --------
OTHER INCOME (EXPENSE):
  Income from investment land sales, net         5.4 %         2.3 %       2.0 %       0.7 %           5.9                 7.4
  Gain on joint venture of properties, net       0.0           7.4         0.0         2.4           (17.7)              (17.6)
  Interest and other income                      0.6           0.7         0.6         0.8            (0.5)               (1.7)
  Corporate general and administrative          (3.8)         (3.4)       (3.1)       (2.7)            0.2                (0.7)
  Interest expense                             (20.3)        (19.7)      (19.4)      (18.6)            4.1                 6.4
  Amortization of deferred financing costs      (1.3)         (1.1)       (1.2)       (1.1)           (0.1)                0.0
  Depreciation and amortization                (17.8)        (15.4)      (16.7)      (14.0)           (1.0)               (9.0)
  Impairment charges related to real
    estate assets                                0.0           0.0        (0.2)       (0.1)            0.0                (0.2)
  Other expenses                                (0.1)          0.0        (0.2)        0.0            (0.1)               (1.0)
  Equity in net income  (loss) of
  unconsolidated companies:
     Office Properties                           2.6           0.4         1.3         0.5             4.6                 5.1
     Resort/Hotel Properties                     0.0          (0.1)        0.3         0.0             0.0                 2.1
     Residential Development Properties          0.8           1.8         0.6         3.1            (2.6)              (18.7)
     Temperature-Controlled Logistics
       Properties                               (0.5)         (1.3)        0.0        (0.5)            2.2                 4.0
     Other                                      (0.4)         (0.3)       (0.1)       (0.7)           (0.1)                3.6
                                              ------         -----       -----       -----       ---------            --------
     TOTAL OTHER INCOME (EXPENSE)              (34.8)%       (28.7)%     (36.1)%     (30.2)%          (5.1)              (20.3)
                                              ------         -----       -----       -----       ---------            --------

     INCOME (LOSS) FROM CONTINUING
        OPERATIONS BEFORE MINORITY
        INTERESTS AND INCOME TAXES               1.8 %        11.1 %      (0.3)%       8.7 %         (22.7)              (65.0)

  Minority interests                            (0.7)         (1.8)       (0.3)       (2.3)            2.7                14.3
  Income tax benefit                             2.3           1.1         1.6         0.9             2.4                 4.0
                                              ------         -----       -----       -----       ---------            --------

INCOME BEFORE DISCONTINUED OPERATIONS
  AND CUMULATIVE EFFECT OF A CHANGE IN
  ACCOUNTING PRINCIPLE                           3.4 %        10.4 %       1.0%        7.3 %         (17.6)              (46.7)
  Net income (loss) from discontinued
   operations, net of minority interests        (0.9)          0.6         0.2         0.6            (3.4)               (3.4)
  (Loss) gain on real estate from
   discontinued operations, net of
   minority interests                           (0.9)          0.6        (2.5)        0.7            (3.5)              (21.7)
  Cumulative effect of a change in
   accounting principle                          0.0           0.0         0.0        (1.2)            0.0                 9.2
                                              ------         -----       -----       -----       ---------            --------

NET INCOME (LOSS)                                1.6 %        11.6 %      (1.3)%       7.4 %         (24.5)              (62.6)

  Series A Preferred Share distributions        (2.2)         (1.9)       (2.1)       (1.7)            0.0                (1.5)
  Series B Preferred Share distributions        (1.0)         (0.8)       (0.9)       (0.4)            0.0                (3.1)
                                              ------         -----       -----       -----       ---------            --------
NET (LOSS) INCOME AVAILABLE TO COMMON
  SHAREHOLDERS                                  (1.6)%         8.9 %      (4.3)%       5.3 %     $   (24.5)           $  (67.2)
                                              ======         =====       =====       =====       =========            ========


                                       41


COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2003 TO THE THREE MONTHS
ENDED SEPTEMBER 30, 2002

PROPERTY REVENUES

         Total property revenues decreased $27.2 million, or 11.4%, to $211.6
million for the three months ended September 30, 2003, as compared to $238.8
million for the three months ended September 30, 2002. The primary components of
the decrease in total property revenues are discussed below.

     -   Office Property revenues decreased $13.8 million, or 9.8%, to $127.0
         million, primarily due to:

              -   a decrease of $8.0 million from the 57 consolidated Office
                  Properties (excluding 2002 and 2003 acquisitions and
                  properties held for sale) that the Company owned or had an
                  interest in, primarily due to a 5.4 percentage point decline
                  in occupancy (from 89.6% to 84.2%) resulting in decreases in
                  both rental revenue and operating expense recoveries;

              -   a decrease of $6.6 million resulting from the contribution of
                  two Office Properties to joint ventures in the third quarter
                  2002; and

              -   a decrease of $5.0 million related to the insurance settlement
                  in 2002 for tornado damage at the Carter Burgess Plaza Office
                  Property; partially offset by

              -   an increase of $2.7 million from the acquisition of the Johns
                  Manville Plaza Office Property in August 2002 and The
                  Colonnade Office Property in August 2003;

              -   an increase of $2.3 million in net lease termination fees to
                  $5.3 million for third quarter 2003; and

              -   an increase of $1.1 million resulting from third party
                  management services and related direct expense reimbursements.

     -   Residential Development revenues decreased $12.0 million, or 28.7%, to
         $29.8 million, primarily due to:

              -   a decrease of $17.6 million primarily due to the sale of 19
                  fewer units at CRDI; partially offset by

              -   an increase of $3.5 million due to consolidation of MVDC and
                  HADC in 2003.

PROPERTY EXPENSES

         Total property expenses decreased $9.6 million, or 6.7%, to $134.1
million for the three months ended September 30, 2003, as compared to $143.7
million for the three months ended September 30, 2002. The primary components of
the decrease in total property expenses are discussed below.

    -    Office Property expenses decreased $0.3 million, or 0.5%, to $59.5
         million, primarily due to:

              -   a decrease of $2.6 million due to the contribution of two
                  Office Properties to joint ventures in 2002;

              -   a decrease of $0.7 million related to consulting fees incurred
                  in 2002 on the 5 Houston Center development and a reduction in
                  nonrecurring legal fees for the Office Segment; and

              -   a decrease of $0.4 million of other expenses; partially offset
                  by

              -   an increase of $1.3 million in operating expenses from the 57
                  consolidated Office Properties (excluding 2002 and 2003
                  acquisitions and properties held for sale) that the Company
                  owned or had an interest in, due to:

                      -    $2.5 million increase in utilities expense, primarily
                           attributable to a new utility contract for the Texas
                           Office Properties; and

                      -    $1.7 million increase in building repairs and
                           maintenance expense; partially offset by

                      -    $1.2 million decrease in bad debt expense;

                      -    $1.0 million decrease in property taxes and other
                           taxes and assessments; and

                      -    $0.7 million decrease in other expenses;

              -   an increase of $1.1 million from the acquisition of Johns
                  Manville Plaza Office Property in August 2002 and The
                  Colonnade Office Property in August 2003; and

              -   an increase of $0.9 million attributable to the cost of
                  providing third party management services to joint venture
                  properties, which are recouped by increased third party fee
                  income and direct expense reimbursements.

                                       42


     -   Residential Development Property expenses decreased $9.6 million, or
         24.4%, to $29.7 million, primarily due to:

              -   a decrease of $14.4 million primarily due to a reduction in
                  cost of sales related to the sale of 19 fewer units at CRDI;
                  partially offset by

              -   an increase of $2.6 million primarily due to increased cost of
                  sales from the consolidation of MVDC and HADC in 2003.

OTHER INCOME/EXPENSE

         Total other income and expenses increased $5.1 million, or 7.5%, to
$73.6 million for the three months ended September 30, 2003, as compared to
$68.5 million for the three months ended September 30, 2002. The primary
components of the increase in total other expenses are discussed below.

         OTHER INCOME

         Other income decreased $8.2 million, or 31.4%, to $17.9 million for the
three months ended September 30, 2003, as compared to $26.1 million for the
three months ended September 30, 2002. The primary components of the decrease in
other income are discussed below.

     -   Gain on joint venture of properties, net decreased $17.7 million due to
         a net gain of $17.7 million on the joint venture of three properties in
         2002.

     -   Interest and other income decreased $0.5 million due to the payoff of
         two notes receivable, with an aggregate principal balance of $19.9
         million, in 2002.

     -   Equity in net income of unconsolidated companies increased $4.1
         million, or 341.7%, to $5.3 million, primarily due to:

              -   an increase of $4.6 million in Office Properties equity in net
                  income primarily due to the gain on sale of three properties
                  at Woodlands CPC in 2003; and

              -   an increase of $2.2 million in Temperature-Controlled
                  Logistics Properties equity in income due to an increase in
                  rental income due to improved operations, a gain on the sale
                  of one facility and an improvement in real property
                  depreciation, interest expense and other income; partially
                  offset by

              -   a decrease of $2.5 million in Residential Development
                  Properties equity in net income due to a reduction in lot
                  sales at the Woodlands Land Development Company, L.P. and
                  consolidation of the operations of MVDC and HADC as a result
                  of the Company's purchase, on January 2, 2003, of the
                  remaining economic interest in DBL, which owns a majority of
                  the voting stock in MVDC and HADC.

     -   Income from investment land sales, net increased $5.9 million, due to
         the gain on sale of two parcels of land, located in Texas, in 2003
         compared to the sale of one parcel of land, located in Arizona, in
         2002.

         OTHER EXPENSES

         Other expenses decreased $3.1 million, or 3.3%, to $91.6 million for
the three months ended September 30, 2003, as compared to $94.7 million for the
three months ended September 30, 2002. The primary components of the decrease in
other expenses are discussed below.

     -   Interest expense decreased $4.1 million, or 8.7%, to $43.0 million due
         to a decrease of 0.88% in the weighted average interest rate, partially
         offset by an increase of $56.0 million in the weighted average debt
         balance.

     -   Depreciation expense increased $1.0 million, or 2.7%, to $37.7 million
         primarily due to an increase in Office Property depreciation expense
         primarily attributable to an increase in lease commissions and building
         improvements.

INCOME TAX BENEFIT

         Income tax benefit increased $2.4 million, or 96.0%, to $4.9 million
primarily due to an increase of $2.7 million attributable to Residential
Development Property operations, partially offset by a decrease of $0.5 million
from Resort/Hotel Property operations.

                                       43


DISCONTINUED OPERATIONS

         Income from discontinued operations on assets sold and held for sale
decreased $6.9 million, or 230.0%, to a loss of $3.9 million, primarily due to:

              -   a decrease of $3.4 million due to net operating losses in 2003
                  from seven office properties and one retail property held for
                  sale in 2003;

              -   a decrease of $2.0 million due to the impairment of three
                  behavioral healthcare properties in 2003; and

              -   a decrease of $1.4 million due to the gain on the sale of two
                  office properties in 2002.

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2003 TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2002

         The following comparison of the results of operations for the nine
months ended September 30, 2003 and the nine months ended September 30, 2002
reflects the consolidation of eight of the Resort/Hotel Properties and three of
the Residential Development Properties commencing on February 14, 2002, as a
result of the COPI transaction. Prior to February 14, 2002, the results of
operations of the Resort/Hotel Properties were reflected in the Company's
consolidated financial statements as lease payments and as equity in net income
for the Residential Development Properties. Because the results of operations of
these Properties are consolidated for the full period in 2003, as compared to a
partial period in 2002, the Company's financial statements do not provide a
direct comparison of the results of operations of the Resort/Hotel Properties or
the Residential Development Properties for the full periods in 2003 and 2002.
Additional information on the results of operations of the Resort/Hotel
Properties or the Residential Development Properties for the full periods in
both 2003 and 2002 is provided below under the captions "Resort/Hotel
Properties" and "Residential Development Properties."

PROPERTY REVENUES

         Total property revenues decreased $62.1 million, or 8.5%, to $665.5
million for the nine months ended September 30, 2003, as compared to $727.6
million for the nine months ended September 30, 2002. The components of the
decrease in total property revenues are discussed below.

     -   Office Property revenues decreased $35.1 million, or 8.5%, to $376.0
         million, due to:

              -   a decrease of $24.8 million from the 57 consolidated Office
                  Properties (excluding 2002 and 2003 acquisitions and
                  properties held for sale) that the Company owned or had an
                  interest in, primarily due to a 5.3 percentage point decline
                  in occupancy (from 90.0% to 84.7%) resulting in decreases in
                  both rental revenue and operating expense recoveries, and
                  decreases in net parking revenues and charges for customary
                  services;

              -   a decrease of $22.7 million resulting from the contribution of
                  two Office Properties to joint ventures in the third quarter
                  2002;

              -   a decrease of $5.0 million related to the Carter Burgess
                  Plaza Office Property due to the insurance settlement in 2002
                  for tornado damage; and

              -   a decrease of $0.9 million in development revenue from the
                  construction of 5 Houston Center Office Property in 2002;
                  partially offset by

              -   an increase of $9.3 million from the acquisition of the Johns
                  Manville Plaza Office Property in August 2002 and The
                  Colonnade Office Property in August 2003;

              -   an increase of $3.8 million resulting from third party
                  management services and related direct expense reimbursements;

              -   an increase of $3.5 million in net lease termination fees to
                  $8.3 million for 2003;

              -   an increase of $1.3 million resulting from deferred rent
                  recognition for a tenant in 2003; and

              -   an increase of $0.5 million in other revenues.

     -   Residential Development Property revenues decreased $49.0 million, or
         29.1%, to $119.4 million, primarily due to a reduction in lot, unit and
         acreage sales at Desert Mountain and CRDI.

     -   Resort/Hotel Property revenues increased $22.0 million, or 14.9%, to
         $170.1 million, primarily due to the consolidation of the operations of
         eight of the Resort/Hotel Properties for the full period in 2003 as
         compared to a partial period in 2002 as a result of the COPI
         transaction (prior to February 14, 2002 the Company recognized lease
         payments related to these properties).

                                       44


PROPERTY EXPENSES

         Total property expenses decreased $17.4 million, or 3.9%, to $427.6
million for the nine months ended September 30, 2003, as compared to $445.0
million for the nine months ended September 30, 2002. The components of the
decrease in total property expenses are discussed below.

     -   Office Property expenses decreased $1.5 million, or 0.8%, to $179.8
         million, primarily due to:

              -   a decrease of $9.3 million due to the contribution of two
                  Office Properties to joint ventures in 2002; and

              -   a decrease of $1.3 million related to consulting fees incurred
                  in 2002 on the 5 Houston Center Office Property development
                  and a reduction in nonrecurring legal fees for the Office
                  Segment; partially offset by

              -   an increase of $3.7 million from the acquisition of Johns
                  Manville Plaza in August 2002 and The Colonnade in August
                  2003;

              -   an increase of $3.2 million related to the cost of providing
                  third party management services to joint venture properties,
                  which are recouped by increased third party fee income and
                  direct expense reimbursements;

              -   an increase of $1.4 million in operating expenses from the 57
                  consolidated Office Properties (excluding 2002 and 2003
                  acquisitions and properties held for sale) that the Company
                  owned or had an interest in, due to:

                      -    $7.8 million increase in utilities expense, primarily
                           attributable to a new utility contract for the Texas
                           Office Properties; and

                      -    $0.3 million increase in other expenses; partially
                           offset by

                      -    $3.9 million decrease in property taxes;

                      -    $1.6 million decrease in bad debt expense;

                      -    $0.8 million decrease in building repairs,
                           maintenance and security expense; and

                      -    $0.4 million decrease in management fee expenses; and

              -   an increase of $0.5 million in taxes/assessments related to
                  various land parcels.

     -   Resort/Hotel Property expenses increased $26.6 million, or 24.0%, to
         $137.3 million, primarily due to the consolidation of the operations of
         eight of the Resort/Hotel Properties for a full period in 2003 as
         compared to a partial period in 2002 as a result of the COPI
         transaction on February 14, 2002.

     -   Residential Development Property expenses decreased $42.5 million, or
         27.8%, to $110.5 million, primarily due to a reduction in lot, unit and
         acreage sales and related costs at Desert Mountain and CRDI.

OTHER INCOME/EXPENSE

         Total other income and expenses increased $20.3 million, or 9.2%, to
$240.0 million for the nine months ended September 30, 2003, as compared to
$219.7 million for the nine months ended September 30, 2002. The primary
components of the increase in total other expenses are discussed below.

         OTHER INCOME

         Other income decreased $15.7 million, or 33.8%, to $30.8 million for
the nine months ended September 30, 2003, as compared to $46.5 million for the
nine months ended September 30, 2002. The primary components of the decrease in
other income are discussed below.

     -   Gain on joint venture of properties, net decreased $17.6 million
         primarily due to a net gain of $17.7 million on the joint venture of
         three properties in 2002.

     -   Equity in net income of unconsolidated companies decreased $3.9
         million, or 22.4%, to $13.5 million, primarily due to:

              -   a decrease of $17.3 million in Residential Development
                  Properties equity in net income primarily due to the
                  consolidation of the operations of three of the Residential
                  Development Corporations for the full period in 2003 as
                  compared to a partial period in 2002 as a result of the COPI
                  transaction on February 14, 2002; and

              -   a decrease of $1.4 million in Residential Development
                  Properties equity in net income due to the consolidation of
                  the operations of MVDC and HADC as a result of the Company's
                  purchase, on January 2, 2003, of the remaining economic
                  interest in DBL, which owns a majority of the voting stock in
                  MVDC and HADC; partially offset by

                                       45


              -   an increase of $5.1 million in Office Properties equity in net
                  income primarily due to the gain on sale of three properties
                  at Woodlands CPC in 2003;

              -   an increase of $3.9 million in Temperature-Controlled
                  Logistics Properties equity in net income due to the loss on
                  the sale of one facility in 2002 and the gain on the sale of
                  one facility in 2003, a decrease in interest expense, an
                  increase in rental income due to improved operations, an
                  increase in other income related to interest earned on
                  deferred rent balance and reduced general and administrative
                  expenses;

              -   an increase of $3.6 million in other unconsolidated companies
                  primarily due to:

                      -    the consolidation of DBL on January 2, 2003, which
                           incurred a $4.8 million loss which includes a $5.2
                           million impairment in 2002 for Class C-1 Notes issued
                           by Juniper CBO 1999 Ltd., partially offset by
                           earnings from G2 in 2002; and

                      -    $0.9 million of equity earnings at DBL - ABC, Inc. in
                           2003; partially offset by

                      -    equity losses of $1.8 million in 2003 resulting from
                           operations at the Woodlands Conference Center and
                           Country Club in 2003.

              -   an increase of $2.1 million in Resort/Hotel Properties equity
                  in net income, primarily due to a series of transactions in
                  October 2002 in which the Company increased its equity
                  interest in the Ritz Carlton Palm Beach Hotel from 25% to 50%,
                  and the Company's $1.9 million portion of a payment received
                  from the operator of the Resort/Hotel Property pursuant to the
                  terms of the operating agreement because the Property did not
                  achieve the specified net operating income level for 2002.

     -   Interest and other income decreased $1.7 million, or 28.8%, to $4.2
         million, primarily attributable to a decrease of $1.1 million due to
         the payoff of the Temperature-Controlled Logistics Corporation's notes
         receivable and a decrease of $0.8 million due to the payoff of the
         Manalapan Hotel Partners' note receivable, both in 2002.

     -   Income from investment land sales, net increased $7.4 million, due to
         net income from the sales of three parcels of land, located in Texas,
         in 2003 compared to the sale of one parcel of land, located in Arizona,
         in 2002.

         OTHER EXPENSES

         Other expenses increased $4.6 million, or 1.7%, to $270.8 million for
the nine months ended September 30, 2003, as compared to $266.2 million for the
nine months ended September 30, 2002. The primary components of the increase in
other expenses are discussed below.

     -   Depreciation expense increased $9.0 million, or 8.8%, to $110.9
         million, primarily due to:

              -   an increase of $5.0 million in Residential Development
                  Property and Resort/Hotel Property depreciation expense; and

              -   an increase of $3.8 million in Office Property depreciation
                  expense, attributable to:

                      -    an increase of $6.9 million due to an increase in
                           lease commissions, building improvements and other
                           leasing costs; and

                      -    an increase of $1.3 million from Johns Manville
                           Office Property acquired in August 2002; partially
                           offset by

                      -    a decrease of $4.4 million associated with the
                           contribution of two Office Properties to joint
                           ventures in 2002.

     -   Other expenses increased $1.0 million due to a loss from the sale of
         marketable securities and franchise taxes related to the sale of a
         property in 2002.

     -   Corporate, general and administrative expenses increased $0.7 million,
         or 3.5%, to $20.5 million, primarily due to increased legal expenses,
         shareholder services and consulting costs related to the Sarbanes-Oxley
         Act.

     -   Interest expense decreased $6.4 million, or 4.7%, to $129.3 million due
         to a decrease of 0.49% in the weighted average interest rate, partially
         offset by an increase of $32.8 million in the weighted average debt
         balance.

INCOME TAX BENEFIT

         Income tax benefit increased $4.0 million, or 61.5%, to $10.5 million
primarily due to an increase of $9.7 million attributable to Residential
Development operations and an increase of $0.7 million attributable to
Hotel/Resort operations, partially offset by a $6.7 million deferred tax asset
recorded in 2002.

                                       46


DISCONTINUED OPERATIONS

         Income from discontinued operations on assets sold and held for sale
decreased $25.1 million, or 261.5%, to a loss of $15.5 million, due to:

              -   a decrease of $12.7 million, net of minority interest, due to
                  the impairment in 2003 on the 1800 West Loop South Office
                  Property;

              -   a decrease of $7.0 million due to the gain on the sale of four
                  office properties in 2002;

              -   a decrease of $2.9 million due to the impairment of five
                  behavioral healthcare properties in 2003 and one in 2002;

              -   a decrease of $3.5 million due to net operating losses in 2003
                  from seven office properties and a retail property held for
                  sale in 2003; and

              -   a decrease of $0.3 million due to the loss on sales of three
                  behavioral healthcare properties in 2003; partially offset by

              -   an increase of $1.3 million due to the impairment in 2002 of
                  two transportation companies sold in 2002.

RESORT/HOTEL PROPERTIES

         The following provides a comparison of the results of operations of the
Resort/Hotel Properties for the nine months ended September 30, 2003 and 2002.



                                               FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                             -------------------------------------------
(in thousands)                                  2003            2002            VARIANCE
-------------------------                    ----------      -----------        --------
                                                                       
Lease revenues                               $    3,662      $    10,128
Operating revenues                              166,460          138,029
Operating expenses                             (137,325)        (110,701)
                                             ----------      -----------        --------
     Net Operating Income                    $   32,797      $    37,456        $ (4,659)
                                             ----------      -----------        --------



       The net operating income for the Resort/Hotel Properties decreased $4.7
million, or 12.5%, to $32.8 million, primarily due to an increase of $4.1
million in Resort/Hotel Property expenses, primarily consisting of insurance and
workers' compensation expenses. Resort net operating income as a percentage of
revenue decreased two percentage points from 19% to 17% and Business Class Hotel
net operating income as a percentage of revenue decreased one percentage point
from 23% to 22%.

RESIDENTIAL DEVELOPMENT PROPERTIES

         The following provides a comparison of the results of operations of the
Residential Development Properties for the nine months ended September 30, 2003
and 2002.



                                               FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                             -------------------------------------------
(in thousands)                                  2003            2002            VARIANCE
-------------------------                    ----------      -----------        --------
                                                                       
Operating revenues                           $  119,380      $   168,372
Operating expenses                             (110,483)        (152,983)
Depreciation and amortization                    (7,817)          (4,885)
Equity in net income of unconsolidated
 Companies                                        4,235           22,934
Income tax benefit (provision)                    6,302           (3,411)
Minority interests                               (1,628)          (2,651)
Discontinued operations                               -           (1,539)
                                             ----------      -----------        --------
     Net Income                              $    9,989      $    25,837        $(15,848)
                                             ----------      -----------        --------


                                       47


     Net income for the Residential Development Properties decreased $15.8
million, or 61.2%, to $10.0 million, primarily due to:

     -   a decrease of approximately $11.3 million due to the sale of 20 fewer
         lots and product mix at Desert Mountain, 175 fewer units and six fewer
         equivalent time share units at CRD, and 73 fewer lots and 10 fewer
         acres at The Woodlands in 2003;

     -   a decrease of approximately $6.0 million as a result of gains
         recognized on the disposition of two properties at The Woodlands in
         2002; and

     -   a decrease of $0.8 million due to the sale of two transportation
         companies in December 2002 by CRDI; partially offset by

     -   an increase of $1.4 million due to a goodwill impairment at CRDI in
         2002 resulting from the adoption of SFAS No. 142.

                         LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS



                                                  FOR THE NINE MONTHS
                                                     ENDED SEPT 30,
(in millions)                                            2003
--------------------------------------            ---------------------
                                               
Cash provided by Operating Activities                 $   55.6
Cash used in Investing Activities                        (61.5)
Cash used in Financing Activities                         (9.0)
                                                      --------
Decrease in Cash and Cash Equivalents                 $  (14.9)
Cash and Cash Equivalents, Beginning of Period            78.4
                                                      --------
Cash and Cash Equivalents, End of Period              $   63.5
                                                      ========


OPERATING ACTIVITIES

         The Company's cash provided by operating activities of $55.6 million is
attributable to Property operations.

INVESTING ACTIVITIES

         The Company's cash used in investing activities of $61.5 million is
primarily attributable to:

              -   $51.1 million for revenue and non-revenue enhancing tenant
                  improvement and leasing costs for Office Properties;

              -   $28.7 million for Residential Development Property
                  investments;

              -   $18.5 million for property improvements for rental properties,
                  primarily attributable to non-recoverable building
                  improvements for the Office Properties and replacement of
                  furniture, fixtures and equipment for the Resort/Hotel
                  Properties;

              -   $14.8 million for the acquisition of rental properties;

              -   $4.8 million of additional investment in unconsolidated
                  Residential Development Properties;

              -   $3.6 million for development of investment properties;

              -   $1.4 million of additional investment in SunTx;

              -   $0.9 million of additional investment in
                  Temperature-Controlled Logistics Properties; and

              -   $0.8 million resulting from an increase in restricted cash,
                  due primarily to an increase in escrow deposits for capital
                  expenditures at the Company's Office Properties.

              The cash used in investing activities is partially offset by:

              -   $19.1 million resulting from a decrease in notes receivable,
                  primarily due to payment on a short-term seller financing note
                  attributable to the sale of two Office Properties in The
                  Woodlands and collections on developer financing notes at the
                  Residential Development Properties related to lot and unit
                  sales in 2002;

              -   $16.0 million of proceeds from property sales;

              -   $11.4 million in cash resulting from the consolidation of MVDC
                  and HADC;

              -   $7.7 million from return of investments in unconsolidated
                  Office Properties;

              -   $5.4 million from return of investments in SunTx;

              -   $3.2 million from return of investments in
                  Temperature-Controlled Logistics Properties; and

                                       48


              -   $0.2 million from return of investments in unconsolidated
                  Residential Development Properties.

FINANCING ACTIVITIES

         The Company's cash used in financing activities of $9.0 million is
attributable to:

              -   $134.0 million of payments under the Company's credit
                  facility, primarily from proceeds from the new Cigna note;

              -   $131.6 million of distributions to common shareholders and
                  unitholders;

              -   $97.2 million of payments under other borrowings, partially
                  resulting from the payoff of the Cigna Note;

              -   $56.0 million of Residential Development Property note
                  payments;

              -   $19.7 million of distributions to preferred shareholders;

              -   $9.5 million of net capital distributions to joint venture
                  partners;

              -   $2.6 million of debt financing costs; and

              -   $0.9 million for common shares purchased under a compensation
                  plan.

              The cash used in financing activities is partially offset by:

              -   $284.5 million of proceeds from borrowings under the Company's
                  credit facility, a portion of which were used to pay off the
                  Cigna Note and for investment in Residential Development
                  Properties and tenant improvements, leasehold commissions and
                  property improvements for the Office Segment;

              -   $100.5 million of proceeds from other borrowings, primarily as
                  a result of the new Cigna note; and

              -   $57.5 million of proceeds from borrowings for construction
                  costs for infrastructure development on Residential
                  Development Properties.

LIQUIDITY REQUIREMENTS

DEBT FINANCING SUMMARY

         The following tables show summary information about the Company's debt,
including its share of unconsolidated debt, as of September 30, 2003. Additional
information about the significant terms of the Company's debt financing
arrangements, its unconsolidated debt, and the Company's guarantees of
unconsolidated debt, is contained in Note 9, "Notes Payable and Borrowings under
Credit Facility," Note 8, "Investments in Unconsolidated Companies," and Note
11, "Commitments and Contingencies" of Item 1, "Financial Statements."



                                                 SHARE OF
                              TOTAL           UNCONSOLIDATED
(in thousands)            COMPANY DEBT(1)         DEBT(2)           TOTAL(3)
-----------------         ---------------     --------------      -----------
                                                         
Fixed Rate Debt             $ 1,677,547         $ 323,767         $ 2,001,314
Variable Rate Debt              898,922           236,349           1,135,271
                            -----------         ---------         -----------
Total Debt                  $ 2,576,469         $ 560,116         $ 3,136,585
                            ===========         =========         ===========


-----------------
(1) Balance excludes hedges. The percentages for fixed rate debt and variable
    rate debt, including the $500.0 million of hedged variable rate debt, are
    85% and 15%, respectively.

(2) Balance excludes hedges. The percentages for fixed rate debt and variable
    rate debt, including the $42.5 million of hedged variable rate debt, are 65%
    and 35%, respectively.

(3) Balance excludes hedges. The percentages for total consolidated and
    unconsolidated fixed rate debt and variable rate debt, including the $542.5
    million of hedged variable rate debt, are 81% and 19%, respectively.

                                       49


         Listed below are the aggregate principal payments by year required as
of September 30, 2003. Scheduled principal installments and amounts due at
maturity are included.



                                              UNSECURED
                                                DEBT         TOTAL           SHARE OF
                      SECURED     UNSECURED    LINE OF      COMPANY        UNCONSOLIDATED
(in thousands)         DEBT         DEBT       CREDIT         DEBT             DEBT               TOTAL
-------------      ------------   ---------   ---------    -----------     --------------      -----------
                                                                             
2003               $     17,643   $   7,000   $       -    $    24,643       $  12,027         $    36,670
2004                    285,554           -     314,500        600,054          86,910             686,964
2005                    381,903           -           -        381,903         162,286             544,189
2006                     18,920           -           -         18,920          23,977              42,897
2007                     26,892     250,000           -        276,892          48,384             325,276
Thereafter              899,057     375,000           -      1,274,057         226,532           1,500,589
                   ------------   ---------   ---------    -----------       ---------         -----------
                   $  1,629,969   $ 632,000   $ 314,500    $ 2,576,469       $ 560,116         $ 3,136,585
                   ============   =========   =========    ===========       =========         ===========


CAPITAL EXPENDITURES

         As of September 30, 2003, the Company had unfunded capital expenditures
of approximately $56.4 million relating to capital investments that are not in
the ordinary course of operations of the Company's business segments. The table
below specifies the Company's requirements for capital expenditures and its
amounts funded as of September 30, 2003, and amounts remaining to be funded
(future fundings classified between short-term and long-term capital
requirements):



                                                                                            CAPITAL EXPENDITURES
                                                                                         ---------------------------
                                               TOTAL     AMOUNT FUNDED      AMOUNT       SHORT-TERM
                                              PROJECT     AS OF SEPT     REMAINING TO     (NEXT 12       LONG-TERM
(in millions)   PROJECT                       COST (1)     30, 2003          FUND        MONTHS) (2)  (12+ MONTHS) (2)
---------------------------------------       --------   -------------   ------------    -----------  ----------------
                                                                                       
OFFICE SEGMENT
   Acquired or Developed Properties (3)       $    2.2    $   (1.5)        $    0.7       $    0.7        $      -
   Houston Center Shops Redevelopment (4)         11.6        (2.7)             8.9            8.9               -

RESIDENTIAL DEVELOPMENT SEGMENT (5)
   Tahoe Mountain Properties & Club               85.3       (78.9)             6.4            6.4               -
   Desert Mountain Golf Course and
     Water Supply Pipeline                        55.9       (46.3)             9.6            9.6               -

RESORT/HOTEL SEGMENT
   Canyon Ranch - Tucson Land -
     Construction Loan (6)                         3.2           -              3.2            1.6             1.6
OTHER
   SunTx (7)                                      19.0        (6.9)            12.1            4.0             8.1
   Crescent Spinco (8)                            15.5           -             15.5           15.5               -
                                              --------    --------         --------       --------        --------
TOTAL                                         $  192.7    $ (136.3)        $   56.4       $   46.7        $    9.7
                                              ========    ========         ========       ========        ========


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

(1)   All amounts are approximate.

(2)   Reflects the Company's estimate of the breakdown between short-term and
      long-term capital expenditures.

(3)   The capital expenditures reflect the Company's ownership percentage in
      each Property, 25% for 5 Houston Center Office Property and 30% for Five
      Post Oak Park Office Property.

(4)   Located within the Houston Center Office Property complex.

(5)   Represents capital expenditures for infrastructure and amenities. The
      Tahoe Mountain Properties and Club project costs exclude costs for
      projects in which the Company anticipates sales to occur over the next 18
      months.

(6)   The Company committed to fund a construction loan to the purchaser of the
      land which will be secured by 20 developed lots and a $0.6 million letter
      of credit.

(7)   This commitment is related to the Company's investment in a private equity
      fund.

(8)   The Company expects to form and capitalize Crescent Spinco, which will be
      a separate entity to be owned by the Company's shareholders and
      unitholders, and to cause the new entity to commit to acquire COPI's
      entire membership interest in AmeriCold Logistics.

LIQUIDITY OUTLOOK

         The Company expects to fund its short-term capital requirements of
approximately $46.7 million through a combination of construction financing, net
cash flow from operations, and borrowings under the Company's credit facility or
additional debt facilities. The Company plans to meet its maturing debt
obligations, through September 30, 2004, of approximately $611.3 million,
primarily through electing the extension option on its Credit Facility,
refinancing or electing

                                       50

the extension option on the Deutsche Bank-CMBS loan, and extending the maturity
date of the Northwestern Life Note pursuant to the terms of an existing
commitment.

         The Company expects to meet its other short-term liquidity
requirements, consisting of normal recurring operating expenses, debt service
requirements, non-revenue enhancing capital expenditures and revenue enhancing
capital expenditures (such as property improvements, tenant improvements and
leasing costs), distributions to shareholders and unitholders, and unfunded
expenses related to the COPI bankruptcy, primarily through cash flow provided by
operating activities and return of capital from the Residential Development
Segment. The Company expects to fund the remainder of these short-term liquidity
requirements with borrowings under the Company's credit facility and additional
debt facilities, and proceeds from the sale or joint venture of Properties.

         The Company's long-term liquidity requirements as of September 30, 2003
consist primarily of debt maturities after September 30, 2004, which totaled
approximately $2.0 billion. The Company also has $9.7 million of long-term
capital expenditure requirements. The Company expects to meet these long-term
liquidity requirements primarily through long-term secured and unsecured
borrowings and other debt and equity financing alternatives as well as cash
proceeds received from the sale or joint venture of Properties and return of
capital investment from the Residential Development Segment.

         Debt and equity financing alternatives currently available to the
Company to satisfy its liquidity requirements and commitments for material
capital expenditures include:

     -   Additional proceeds from the Company's Credit Facility under which the
         Company has up to $53.9 million of borrowing capacity available as of
         September 30, 2003;

     -   Additional proceeds from the refinancing of existing secured and
         unsecured debt;

     -   Additional debt secured by existing underleveraged properties;

     -   Issuance of additional unsecured debt;

     -   Equity offerings including preferred and/or convertible securities; and

     -   Proceeds from joint ventures and Property sales.

         The following factors could limit the Company's ability to utilize
these financing alternatives:

     -   The reduction in the operating results of the Properties supporting the
         Company's Credit Facility to a level that would reduce the availability
         under the Credit Facility;

     -   A reduction in the operating results of the Properties could limit the
         Company's ability to refinance existing secured and unsecured debt;

     -   The Company may be unable to obtain debt or equity financing on
         favorable terms, or at all, as a result of the financial condition of
         the Company or market conditions at the time the Company seeks
         additional financing;

     -   Restrictions under the Company's debt instruments or outstanding equity
         may prohibit it from incurring debt or issuing equity on terms
         available under then-prevailing market conditions or at all; and

     -   The Company may be unable to service additional or replacement debt due
         to increases in interest rates or a decline in the Company's operating
         performance.

         The Company's portion of unconsolidated debt maturing through September
30, 2004 is $30.3 million. The Company's portion of unconsolidated debt maturing
after September 30, 2004 is $529.8 million. Unconsolidated debt is the liability
of the unconsolidated entity, is typically secured by that entity's property,
and is non-recourse to the Company except where a guarantee exists.

                                       51


                                 DEBT FINANCING

DEBT FINANCING ARRANGEMENTS

         The significant terms of the Company's primary debt financing
arrangements existing as of September 30, 2003, are shown below:



                                                               BALANCE           INTEREST
                                                             OUTSTANDING         RATE AT
                                               MAXIMUM       AT SEPT 30,         SEPT 30,             MATURITY
             DESCRIPTION (1)                  BORROWINGS        2003               2003                 DATE
----------------------------------------     -----------     -----------      -------------         -------------
                                                                                        
SECURED FIXED RATE DEBT:                       (dollars in thousands)

     AEGON Partnership Note                  $   261,412     $   261,412           7.53       %     July 2009
     LaSalle Note I                              235,829         235,829           7.83             August 2027
     JP Morgan Mortgage Note                     192,395         192,395           8.31             October 2016
     LaSalle Note II                             160,072         160,072           7.79             March 2028
     Cigna Note                                   70,000          70,000           5.22             June 2010
     Bank of America Note                         38,000          38,000           5.53             May 2013
     Metropolitan Life Note V                     37,667          37,667           8.49             December 2005
     Northwestern Life Note                       26,000          26,000           7.66             January 2004
     Woodmen of the World Note                     8,500           8,500           8.20             April 2009
     Nomura Funding VI Note                        7,898           7,898          10.07             July 2020
     Mitchell Mortgage Note                        1,743           1,743           7.00             December 2003
     Construction, Acquisition and other
      obligations for various CRDI and
      MVDC projects                               13,031          13,031      2.90 to 11.25         Jan 04 to May 08
                                             -----------     -----------      -------------
             Subtotal/Weighted Average       $ 1,052,547     $ 1,052,547           7.59       %
                                             -----------     -----------      -------------
UNSECURED FIXED RATE DEBT:
     The 2009 Notes                          $   375,000     $   375,000           9.25       %     April 2009
     The 2007 Notes                              250,000         250,000           7.50             September 2007
                                             -----------     -----------      -------------
             Subtotal/Weighted Average       $   625,000     $   625,000           8.55       %
                                             -----------     -----------      -------------
SECURED VARIABLE RATE DEBT:
     Fleet Fund I and II Term Loan           $   275,000     $   275,000           4.38       %     May 2005
     Deutsche Bank-CMBS Loan (2)                 220,000         220,000           5.84             May 2004
     National Bank of Arizona                     51,825          49,191       4.00 to 5.00         Nov 04 to Dec 05
     FHI Finance Loan                             10,000             435           5.62             September 2009
     Construction, Acquisition and other
      obligations for various CRDI and
      MVDC projects                               74,862          32,796       4.00 to 5.00         Oct 03 to Sept 08
                                             -----------     -----------      -------------
             Subtotal/Weighted Average       $   631,687     $   577,422           4.87       %
                                             -----------     -----------      -------------
UNSECURED VARIABLE RATE DEBT:
     Credit Facility (3)                     $   383,570     $   314,500  (4)      3.00       %     May 2004
     JP Morgan Loan Sales Facility (5)            50,000           7,000           2.50                    -
                                             -----------     -----------      -------------
             Subtotal/Weighted Average       $   433,570     $   321,500           2.99       %
                                             -----------     -----------      -------------
             TOTAL/WEIGHTED AVERAGE          $ 2,742,804     $ 2,576,469           6.65       %(6)
                                             ===========     ===========      =============
AVERAGE REMAINING TERM                                                                              6.9 years


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

(1)   For more information regarding the terms of the Company's debt financing
      arrangements, including the amounts payable at maturity, properties
      securing the Company's secured debt and the method of calculation of the
      interest rate for the Company's variable rate debt, see Note 9, "Notes
      Payable and Borrowings under the Credit Facility," included in Item 1,
      "Financial Statements."

(2)   This loan has two one-year extension options.

(3)   This facility has a one-year extension option.

(4)   The outstanding balance excludes letters of credit issued under the credit
      facility of $15.2 million.

(5)   This is an uncommitted facility.

(6)   The overall weighted average interest rate does not include the effect of
      the Company's cash flow hedge agreements. Including the effect of these
      agreements, the overall weighted average interest rate would have been
      6.73%.

                                       52

         In April 2003, the Company obtained modifications to certain
definitions relating to financial and other covenants in the $400 million Fleet
Revolving Credit Facility and $275 million Fleet Fund I and II Term Loan. The
modifications did not alter the Company's borrowing capacity, scheduled
principal payments, interest rates, or maturity dates.

         In October 2003, the Company received approval from the lending group
for the Fleet Revolving Credit Facility and $275 million Fleet Funding I and II
Term Loan for less restrictive key financial and other covenants in each
facility. The Company requested these modifications due to the slowdown in the
general business environment and its impact on the Company's core business cash
flow. In exchange for approving the modifications, the Company agreed to an
increase in the interest rate spread over LIBOR by 25 basis points
(approximately $1.6 million interest expense based on maximum borrowings) for
both the Credit Facility and the Term Loan.

         The Company is currently negotiating the terms of a $75 million
secured loan with Fleet Bank. The loan is expected to have a term of 120 days
and close prior to November 14, 2003. The Company expects to refinance the loan
with a $75 million term loan secured by an Office Property.

         As of September 30, 2003, no event of default had occurred, and the
Company was in compliance with all of its financial covenants related to its
outstanding debt.

         The Company is generally obligated by its debt agreements to comply
with financial covenants, affirmative covenants and negative covenants, or some
combination of these types of covenants. Failure to comply with covenants under
the Credit Facility or other debt instruments could result in an event of
default under one or more of the Company's debt instruments. Any uncured or
unwaived events of default under the Company's loans can trigger an increase in
interest rates, an acceleration of payment on the loan in default or, for the
Company's secured debt, foreclosure on the Property securing the debt, and could
cause the credit facility to become unavailable to the Company. In addition, an
event of default by the Company or any of its subsidiaries with respect to any
indebtedness in excess of $5.0 million generally will result in an event of
default under the credit facility and the Fleet Fund I and II Term Loan after
the notice and cure periods for the other indebtedness have passed. As a result,
any uncured or unwaived event of default could have an adverse effect on the
Company's business, financial condition, or liquidity.

         The Company's debt facilities generally prohibit loan prepayment for an
initial period, allow prepayment with a penalty during a following specified
period and allow prepayment without penalty after the expiration of that period.
During the nine months ended September 30, 2003, there were no circumstances
that required prepayment or increased collateral related to the Company's
existing debt.

         The Company's policy with regard to the incurrence and maintenance of
debt is based on a review and analysis of the following:

         -        investment opportunities for which capital is required and the
                  cost of debt in relation to such investment opportunities;

         -        the type of debt available (secured or unsecured; variable or
                  fixed);

         -        the effect of additional debt on existing covenant ratios;

         -        the maturity of the proposed debt in relation to maturities of
                  existing debt; and

         -        exposure to variable rate debt and alternatives such as
                  interest-rate swaps and cash flow hedges to reduce this
                  exposure.

UNCONSOLIDATED DEBT ARRANGEMENTS

         As of September 30, 2003, the total debt of the unconsolidated joint
ventures and equity investments in which the company has ownership interests was
$1.4 billion, of which the Company's share was $560.1 million. The Company had
guaranteed $12.6 million of this debt as of September 30, 2003. Additional
information relating to the Company's unconsolidated debt financing arrangements
is contained in Note 8, "Investments in Unconsolidated Companies," of Item 1,
"Financial Statements."

         Under the terms of the Main Street Partners, L.P., ("Main Street
Partners") loan agreement, the Bank One Center Office Property must maintain
certain coverage ratios in order for Main Street Partners to distribute cash. As
of September 30, 2003, the Property income was not sufficient to provide the
minimum required coverages. While this does not constitute a default under the
loan agreement, Main Street Partners will not be permitted to distribute cash
during the period during which minimum required coverages are not maintained.


                                       53


GUARANTEE COMMITMENTS

         The Company's guarantees in place as of September 30, 2003 are listed
in the table below. For the guarantees on indebtedness, no triggering events or
conditions are anticipated to occur that would require payment under the
guarantees and management believes the assets associated with the loans that are
guaranteed are sufficient to cover the maximum potential amount of future
payments and therefore, would not require the Company to provide additional
collateral to support the guarantees.



                                                                         GUARANTEED
                                                                            AMOUNT                 MAXIMUM
                                                                         OUTSTANDING              GUARANTEED
                                                                       AT SEPT 30, 2003             AMOUNT
                           DEBTOR                                     ------------------          ----------
---------------------------------------------------------------                    (in thousands)
                                                                                            
CRDI - Eagle Ranch Metropolitan District - Letter of Credit (1)         $    15,197               $  15,197
Blue River Land Company, L.L.C.(2)(3)                                         5,355                   6,300
Main Street Partners, L.P. - Letter of Credit (2)(4)                          4,250                   4,250
Manalapan Hotel Partners, L.L.C. - Letter of Credit (2)(5)                    3,000                   3,000
                                                                        -----------               ---------
Total Guarantees                                                        $    27,802               $  28,747
                                                                        ===========               =========


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

(1)  The Company provides a $15.2 million letter of credit to support the
     payment of interest and principal of the Eagle Ranch Metropolitan District
     Revenue Development Bonds and Limited Tax Bonds.

(2)  See Note 8, "Investments in Unconsolidated Companies - Unconsolidated Debt
     Analysis," in Item 1, "Financial Statements," for a description of the
     terms of this debt.

(3)  A fully consolidated entity of CRDI, of which CRDI owns 88.3%, provides a
     guarantee of 70% of the outstanding balance of up to a $9.0 million loan to
     Blue River Land Company, L.L.C. There was approximately $7.7 million
     outstanding at September 30, 2003 and the amount guaranteed was $5.4
     million.

(4)  The Company and its joint venture partner each provide a $4.3 million
     letter of credit to guarantee repayment of up to $8.5 million of the loan
     to Main Street Partners, L.P.

(5)  The Company and its joint venture partner each provide a $3.0 million
     letter of credit to guarantee repayment of up to $6.0 million of the
     Manalapan debt with Corus Bank.

OTHER COMMITMENTS

         On September 23, 2003, the Company entered into a one year option
agreement for the future sale of approximately 1.5 acres of undeveloped
investment land located in Houston, Texas for approximately $7.8 million. The
Company received $0.01 million consideration in September 2003. The option
agreement may be extended up to four years on a yearly basis at the option of
the prospective purchaser for additional consideration.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

         The Company's objective in using derivatives is to add stability to
interest expense and to manage its exposure to interest rate movements or other
identified risks. Derivative financial instruments are used to convert a portion
of the Company's variable rate debt to fixed rate debt and to manage its fixed
to variable rate debt ratio. To accomplish this objective, the Company primarily
uses interest rate swaps as part of its cash flow hedging strategy. Interest
rate swaps designated as cash flow hedges involve the payment of fixed rate
amounts in exchange for variable rate payments over the life of the agreements
without exchange of the underlying principal amount. For the nine months ended
September 30, 2003, such derivatives were used to hedge the variable cash flows
associated with existing variable rate debt.

                                       54



         The following table shows information regarding the Company's cash flow
hedge agreements during the nine months ended September 30, 2003, and additional
interest expense and unrealized gains (losses) recorded in Accumulated Other
Comprehensive Income ("OCI").



                                                                                                       CHANGE IN
                  NOTIONAL    MATURITY       REFERENCE       FAIR MARKET         ADDITIONAL         UNREALIZED GAINS
EFFECTIVE DATE     AMOUNT       DATE           RATE             VALUE         INTEREST EXPENSE      (LOSSES) IN OCI
--------------    --------    --------       ---------       -----------      ----------------      ----------------
(in thousands)
--------------
                                                                                  
   9/01/99      $  200,000    9/02/03          6.18%         $         -        $     6,562             $    6,506
   5/15/01         200,000    2/03/03          7.11%                   -              1,048                  1,057
   4/18/00         100,000    4/18/04          6.76%              (3,346)             4,179                  3,738
   2/15/03         100,000    2/15/06          3.26%              (3,280)             1,286                   (752)
   2/15/03         100,000    2/15/06          3.25%              (3,273)             1,285                   (754)
   9/02/03         200,000    9/01/06          3.72%              (9,094)               419                 (3,976)
                                                             -----------        -----------             ----------
                                                             $   (18,993)       $    14,779             $    5,819
                                                             ===========        ===========             ==========


         CRDI, a consolidated subsidiary of the Company, also uses derivative
financial instruments to convert a portion of its variable rate debt to fixed
rate debt.

         The following table shows information regarding CRDI's cash flow hedge
agreements and additional capitalized interest during the nine months ended
September 30, 2003. Unlike the additional interest on the Company's cash flow
hedges, which was expensed, the additional interest on CRDI's cash flow hedges
was capitalized, as it is related to debt incurred for projects that are
currently under development. Also presented are the unrealized gains in OCI for
the nine months ended September 30, 2003.



                                                                                ADDITIONAL          CHANGE IN
    ISSUE            NOTIONAL      MATURITY     REFERENCE     FAIR MARKET       CAPITALIZED         UNREALIZED
     DATE             AMOUNT         DATE          RATE          VALUE            INTEREST         GAINS IN OCI
--------------       --------      --------     ---------     -----------       -----------        ------------
(in thousands)
--------------
                                                                                 
   9/4/01            $ 4,650        9/4/03        4.12%           $   -           $    91               $ 101
   9/4/01              3,700        9/4/03        4.12%               -                72                  79
                                                                  -----           -------               -----
                                                                  $   -           $   163               $ 180
                                                                  =====           =======               =====


         In June 2003, CRDI entered into an interest rate cap agreement with
Bank of America with an initial notional amount of $0.8 million, increasing
monthly to up to $28.3 million in September 2004, based on the amount of the
loan. The agreement limits the interest rate on the notional amount to a maximum
prime rate, as defined in the agreement, of 4.1%.

                               RECENT DEVELOPMENTS

ASSET ACQUISITIONS

OFFICE PROPERTIES

         On August 26, 2003, the Company acquired The Colonnade, an 11-story,
216,000 square foot Class A office tower, located in the Coral Gables submarket
of Miami, Florida. The Company acquired the Office Property for approximately
$51.4 million, funded by the Company's assumption of a $38 million loan from
Bank of America and a draw on the Company's credit facility. The Office Property
is wholly-owned and included in the Company's Office Segment.

RESIDENTIAL DEVELOPMENT PROPERTIES

         On August 14, 2003, CRDI, a consolidated subsidiary of the Company,
completed the purchase of a tract of undeveloped land in Eagle County, Colorado
for approximately $15.5 million, funded by a draw on the Company's credit
facility.

JOINT VENTURES

         On October 8, 2003, the Company entered into a joint venture, Crescent
One Briar Lake L.P., with affiliates of J.P. Morgan Fleming Asset Management,
Inc. The joint venture purchased One Briar Lake Plaza, located in the Westchase
submarket of Houston, Texas, for approximately $74.4 million. The Property is a
20 story, 502,000 square foot

                                       55



Class A office building. The affiliates of J.P. Morgan Fleming Asset Management,
Inc. own a 70% interest, and the Company owns a 30% interest, in the joint
venture. The initial cash equity contribution to the joint venture was $24.4
million, of which the Company's portion was $7.3 million. The Company's equity
contribution and an additional working capital contribution of $0.5 million were
funded primarily through a draw under the Company's credit facility. The
remainder of the purchase price of the Property was funded by a secured loan to
the joint venture in the amount of $50.0 million. None of the mortgage financing
at the joint venture level is guaranteed by the Company. The Company manages and
leases the Office Property on a fee basis. The Office Property is an
unconsolidated investment and will be included in the Company's Office Segment.

ASSETS HELD FOR SALE AND ASSET DISPOSITIONS

OFFICE SEGMENT

         As of September 30, 2003, the 1800 West Loop South Office Property
located in the West Loop/Galleria submarket in Houston, Texas was held for sale.
During the first quarter of 2003, the Company recognized an approximately $12.7
million impairment charge, net of minority interests, on the 1800 West Loop
South Office Property.

         In addition, as of September 30, 2003, the Las Colinas Plaza retail
property, located in the Las Colinas submarket in Dallas, Texas, the Liberty
Plaza Office Property located in the Far North Dallas submarket in Dallas,
Texas, the 12404 Park Central Office Property located in the LBJ Freeway
submarket in Dallas, Texas and the four Woodlands Office Properties located in
The Woodlands submarket in Houston, Texas were held for sale.

         In October 2003, the Las Colinas Plaza and 1800 West Loop South Office
Properties were under contract for sale. The sales are anticipated to close in
December 2003.

RESORT/HOTEL SEGMENT

         In October 2003, Manalapan entered into a contract to sell the Ritz
Carlton Palm Beach Resort/Hotel Property. The sale is anticipated to close in
November 2003. The Company's equity interest in Manalapan is 50%.

BEHAVIORAL HEALTHCARE PROPERTIES

         On February 27, 2003, the Company sold a behavioral healthcare property
for $2.0 million, consisting of $1.3 million in cash and a $0.7 million note
receivable. The Company recognized a loss on the sale of this property of
approximately $0.3 million. A $2.3 million impairment charge, net of minority
interest, had been recognized during 2002 related to this property.

         On May 2, 2003, the Company sold a behavioral healthcare property for
$2.1 million. The Company recognized a loss on the sale of this property of
approximately $0.1 million. A $0.7 million impairment charge, net of minority
interest, was recognized during the first quarter of 2003 related to this
property.

         On July 10, 2003, the Company sold a behavioral healthcare property for
$2.3 million and recognized a minimal gain on the sale. A $0.8 million
impairment charge, net of minority interest, was recognized during the second
quarter of 2003 related to this property.

         As of September 30, 2003, the Company owned four behavioral healthcare
properties. Impairment charges of approximately $2.0 million, net of minority
interests, were recognized during the third quarter related to three of these
four remaining properties. Two of these properties were sold on October 15,
2003.

INVESTMENT LAND DISPOSITIONS

         On April 24, 2003, the Company completed the sale of approximately
one-half acre of undeveloped land located in Dallas, Texas. The sale generated
net proceeds and a net gain of approximately $0.3 million. This land was
wholly-owned by the Company.

         On May 15, 2003, the Company completed the sale of approximately 24.8
acres of undeveloped land located in Coppell, Texas. The sale generated net
proceeds of $3.0 million and a net gain of approximately $1.1 million. This land
was wholly-owned by the Company.

                                       56



         On June 27, 2003, the Company sold approximately 3.5 acres of
undeveloped land located in Houston, Texas. The sale generated proceeds of $2.1
million, net of closing costs, and a note receivable in the amount of $11.8
million, with annual installments of principal and interest payments beginning
June 27, 2004, through maturity on June 27, 2010. The principal payment amounts
are calculated based upon a 20-year amortization and the interest rate is 4% for
the first two years and thereafter the prime rate, as defined in the note,
through maturity. Due to a modification of the sales agreement after June 30,
2003, the Company recognized a net gain on the sale of this land of
approximately $8.9 million in the third quarter of 2003. This land was
wholly-owned by the Company.

         On September 30, 2003, the Company completed the sale of approximately
3.1 acres of undeveloped land located in the Greenway Plaza office complex of
Houston, Texas. The sale generated net proceeds of approximately $5.3 million
and a net gain of approximately $2.4 million. This land was wholly-owned by the
Company.

RELATED PARTY TRANSACTIONS

DBL HOLDINGS, INC.

         Since June 1999, the Company contributed approximately $23.8 million to
DBL. The contribution was used by DBL to make an equity contribution to DBL-ABC,
Inc., which committed to purchase a limited partnership interest representing a
12.5% interest in G2. G2 was formed for the purpose of investing in commercial
mortgage backed securities and other commercial real estate investments and is
managed and controlled by an entity that is owned equally by GMSP and GMACCM.
The G2 general partner is entitled to an annual asset management fee. The
ownership structure of GMSP consists of an approximately 86% limited partnership
interest owned directly and indirectly by Richard E. Rainwater, Chairman of the
Board of Trust Managers of the Company, and an approximately 14% general
partnership interest, of which approximately 6% is owned by Darla Moore, who is
married to Mr. Rainwater, and approximately 6% is owned by John C. Goff,
Vice-Chairman of the Company's Board of Trust Managers and Chief Executive
Officer of the Company. The remaining approximately 2% general partnership
interest is owned by parties unrelated to the Company. At September 30, 2003,
DBL had an approximately $13.4 million investment in G2.

         On January 2, 2003, the Company purchased the remaining 2.56% economic
interest, representing 100% of the voting stock, in DBL from Mr. Goff. Total
consideration paid for Mr. Goff's interest was $0.4 million. The Board of Trust
Managers of the Company, including all the independent trust managers, approved
the transaction based in part on an appraisal of the assets of DBL by an
independent appraisal firm. As a result of this transaction, DBL is wholly-owned
by the Company and is consolidated in the Residential Development Segment as of
and for the nine months ended September 30, 2003. Also, because DBL owns a
majority of the voting stock in MVDC and HADC, the Company has consolidated
these two Residential Development Corporations as of and for the nine months
ended September 30, 2003.

                           UNCONSOLIDATED INVESTMENTS

INVESTMENTS IN UNCONSOLIDATED COMPANIES

         The Company has investments of 20% to 50% in seven unconsolidated joint
ventures that own seven Office Properties. These investments are accounted for
using the equity method of accounting.

         The Company, through ownership interests of 50% or less, or ownership
of non-voting interests only, has other unconsolidated investments. These
investments are accounted for using the equity method of accounting.

         See "Recent Developments - Joint Ventures" for information regarding an
unconsolidated joint venture arrangement entered into subsequent to September
30, 2003.

                                       57



         The following is a summary of the Company's ownership in significant
unconsolidated joint ventures and investments as of September 30, 2003.



                                                                                                  COMPANY'S OWNERSHIP
                  ENTITY                                           CLASSIFICATION               AS OF SEPTEMBER 30, 2003
-------------------------------------------------        -----------------------------------    ------------------------
                                                                                          
Main Street Partners, L.P.                               Office (Bank One Center-Dallas)                 50.0% (1)
Crescent Miami Center, L.L.C.                            Office (Miami Center - Miami)                   40.0% (2)
Crescent 5 Houston Center, L.P.                          Office (5 Houston Center-Houston)               25.0% (3)
Austin PT BK One Tower Office Limited Partnership        Office (Bank One Tower-Austin)                  20.0% (4)
Houston PT Four Westlake Park Office Limited
  Partnership                                            Office (Four Westlake Park-Houston)             20.0% (4)
Houston PT Three Westlake Park Office Limited
  Partnership                                            Office (Three Westlake Park - Houston)          20.0% (4)
Crescent Five Post Oak Park L.P.                         Office (Five Post Oak - Houston)                30.0% (5)
The Woodlands Commercial Properties Company, L.P.        Office                                          42.5% (6)(7)
The Woodlands Land Development Company, L.P.             Residential Development                         42.5% (6)(7)
Blue River Land Company, L.L.C.                          Residential Development                         50.0% (8)
EW Deer Valley, L.L.C.                                   Residential Development                         41.7% (9)
Manalapan Hotel Partners, L.L.C.                         Resort/Hotel (Ritz Carlton Palm Beach)          50.0% (10)
Vornado Crescent Portland Partnership                    Temperature-Controlled Logistics                40.0% (11)
Vornado Crescent Carthage and KC Quarry, L.L.C.          Temperature-Controlled Logistics                56.0% (12)
CR License, L.L.C.                                       Other                                           30.0% (13)
The Woodlands Operating Company, L.P.                    Other                                           42.5% (6)(7)
Canyon Ranch Las Vegas, L.L.C.                           Other                                           65.0% (14)
SunTx Fulcrum Fund, L.P.                                 Other                                           28.1% (15)
G2 Opportunity Fund, L.P.                                Other                                           12.5% (16)


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

(1)  The remaining 50% interest in Main Street Partners, L.P. is owned by Trizec
     Properties, Inc.

(2)  The remaining 60% interest in Crescent Miami Center, L.L.C. is owned by an
     affiliate of a fund managed by JP Morgan Fleming Asset Management, Inc.

(3)  The remaining 75% interest in Crescent 5 Houston Center, L.P. is owned by a
     pension fund advised by JP Morgan Fleming Asset Management, Inc.

(4)  The remaining 80% interest in each of Austin PT BK One Tower Office Limited
     Partnership, Houston PT Three Westlake Park Office Limited Partnership and
     Houston PT Four Westlake Park Office Limited Partnership is owned by an
     affiliate of General Electric Pension Trust.

(5)  The remaining 70% interest in Crescent Five Post Oak Park L.P. is owned by
     an affiliate of General Electric Pension Trust.

(6)  The remaining 57.5% interest in each of the WLDC, Woodlands CPC and The
     Woodlands Operating Company, L.P. is owned by an affiliate of Morgan
     Stanley.

(7)  Distributions are made to partners based on specified payout percentages.
     During the nine months ended September 30, 2003, the payout percentage to
     the Company was 52.5%.

(8)  The remaining 50% interest in Blue River Land Company, L.L.C. is owned by
     parties unrelated to the Company.

(9)  The remaining 58.3% interest in EW Deer Valley, L.L.C. is owned by parties
     unrelated to the Company.

(10) The remaining 50% interest in Manalapan is owned by WB Palm Beach
     Investors, L.L.C. In October 2003, Manalapan entered into a contract to
     sell the Ritz Carlton Palm Beach Resort/Hotel Property. The sale is
     anticipated to close in November 2003. The Company's equity interest in
     Manalapan is 50%.

(11) The remaining 60% interest in Vornado Crescent Portland Partnership is
     owned by Vornado Realty Trust, L.P.

(12) The remaining 44% in Vornado Crescent Carthage and KC Quarry, L.L.C. is
     owned by Vornado Realty Trust, L.P.

(13) The remaining 70% interest in CR License, L.L.C. is owned by an affiliate
     of the management company of two of the Company's Resort/Hotel Properties.

(14) The remaining 35% interest in Canyon Ranch Las Vegas, L.L.C. is owned by an
     affiliate of the management company of two of the Company's Resort/Hotel
     Properties.

(15) SunTx's objective is to invest in a portfolio of acquisitions that offer
     the potential for substantial capital appreciation. The remaining 71.9% of
     SunTx is owned by a group of individuals unrelated to the Company. The
     Company's ownership percentage will decline by the closing date of SunTx as
     capital commitments from third parties are secured. The Company's projected
     ownership interest at the closing of SunTx is approximately 7.5% based on
     SunTx manager's expectations for the final SunTx capitalization. The
     Company accounts for its investment in SunTx under the cost method. The
     Company's investment at September 30, 2003 was $6.9 million.

(16) G2 was formed for the purpose of investing in commercial mortgage backed
     securities and other commercial real estate investments. GMSP and GMACCM
     each own 21.875% of G2, with the remaining 43.75% owned by parties
     unrelated to the Company. See Note 15, "Related Party Transactions," in
     Item 1, "Financial Statements," for information regarding the ownership
     interests of trust managers and officers of the Company in GMSP.

TEMPERATURE-CONTROLLED LOGISTICS SEGMENT

         As of September 30, 2003, the Company held a 40% interest in the
Temperature-Controlled Logistics Partnership, which owns the
Temperature-Controlled Logistics Corporation, which directly or indirectly owns
the 87 Temperature-Controlled Logistics Properties, with an aggregate of
approximately 440.7 million cubic feet (17.5 million square feet) of warehouse
space.

                                       58


         The Temperature-Controlled Logistics Corporation leases the
Temperature-Controlled Logistics Properties to AmeriCold Logistics, a limited
liability company owned 60% by Vornado Operating L.P. and 40% by a subsidiary of
COPI. The Company has no economic interest in AmeriCold Logistics. See Note 16,
"COPI," in Item 1, "Financial Statements," for information on the proposed
acquisition of COPI's 40% interest in AmeriCold Logistics by a new entity to be
owned by the Company's shareholders.

         AmeriCold Logistics, as sole lessee of the Temperature-Controlled
Logistics Properties, leases the Temperature-Controlled Logistics Properties
from the Temperature-Controlled Logistics Corporation under three triple-net
master leases, as amended. On February 22, 2001, the Temperature-Controlled
Logistics Corporation and AmeriCold Logistics agreed to restructure certain
financial terms of the leases, including a reduction of the rental obligation
for 2001 and 2002, the increase of the Temperature-Controlled Logistics
Corporation's share of capital expenditures for the maintenance of the
properties (effective January 1, 2000) and the extension of the date on which
deferred rent is required to be paid to December 31, 2003. On March 7, 2003, the
Temperature-Controlled Logistics Corporation and AmeriCold Logistics amended the
leases to further extend the date on which deferred rent is required to be paid
to December 31, 2004.

         AmeriCold Logistics deferred $32.5 million of the total $115.1 million
of rent payable for the nine months ended September 30, 2003. The Company's
share of the deferred rent was $13.0 million. The Company recognizes rental
income from the Temperature-Controlled Logistics Properties when earned and
collected and has not recognized the $13.0 million of deferred rent in equity in
net income of the Temperature-Controlled Logistics Properties for the nine
months ended September 30, 2003. As of September 30, 2003, the
Temperature-Controlled Logistics Corporation's deferred rent and valuation
allowance from AmeriCold Logistics were $73.1 million and $66.8 million,
respectively, of which the Company's portions were $29.2 million and $26.7
million, respectively.

         The Company and Vornado Realty Trust, L.P. have engaged underwriters to
explore additional debt financing alternatives for the Temperature-Controlled
Logistics Corporation. It is anticipated that this financing will be a
non-recourse, secured term loan in an amount in excess of $200 million. If this
financing is obtained, the expected use of proceeds will allow the Company to
make a reduction in its investment in this business and will provide the
business with additional financing for expansion.

VORNADO CRESCENT CARTHAGE AND KC QUARRY, L.L.C.

         As of September 30, 2003, the Company held a 56% interest in VCQ. The
assets of VCQ include two quarries and the related land. The Company accounts
for this investment as an unconsolidated equity investment.

         On December 31, 2002, VCQ purchased $5.7 million of trade receivables
from AmeriCold Logistics at a 2% discount. The Company contributed approximately
$3.1 million to VCQ for the purchase of the trade receivables. The receivables
were collected during the three months ended March 31, 2003.

         On March 28, 2003, VCQ purchased $6.6 million of trade receivables from
AmeriCold Logistics at a 2% discount. VCQ used cash from collection of trade
receivables previously purchased from AmeriCold Logistics and a $2.0 million
contribution from its owners, of which approximately $0.8 million represented
the Company's contribution, for the purchase of the trade receivables. The
receivables were collected during the second quarter of 2003.

         On May 22, 2003, VCQ distributed cash of $3.2 million to the Company.

                         SIGNIFICANT ACCOUNTING POLICIES

CRITICAL ACCOUNTING POLICIES

         The Company's discussion and analysis of financial condition and
results of operations is based on its consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, and contingencies as of the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. The Company evaluates its assumptions and estimates on an
ongoing basis. The Company bases its estimates on historical experience and on
various other assumptions that it believes to be reasonable under the
circumstances. These estimates form the basis for making judgments about the
carrying values of assets and liabilities where that information is available
from other sources. Certain estimates are particularly sensitive due to their
significance to the financial statements. Actual results may differ
significantly from management's estimates. The Company

                                       59



believes that the most significant accounting policies that involve the use
estimates and assumptions as to future uncertainties and, therefore, may result
in actual amounts that differ from estimates are the following:

     -    Valuation for impairment of the Company's assets and investments,

     -    Relative Fair Value Method/Cost of Sales (Residential Development
          entities),

     -    Capitalization of Interest (Residential Development entities),

     -    Allowance for doubtful accounts, and

     -    Allocation of Purchase Price of Acquired Operating Assets.

         IMPAIRMENTS. Real estate and leasehold improvements are classified as
long-lived assets held for sale or long-lived assets to be held and used. In
accordance with Statement No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," the Company records assets held for sale at the lower of
carrying value or sales price less costs to sell. For assets classified as held
and used, these assets are tested for recoverability when events or changes in
circumstances indicate that the estimated carrying amount may not be
recoverable. An impairment loss is recognized when expected undiscounted future
cash flows from a Property are less than the carrying value of the Property. The
Company's estimates of cash flows of the Properties require the Company to make
assumptions related to future rental rates, occupancies, operating expenses, the
ability of the Company's tenants to perform pursuant to their lease obligations
and proceeds to be generated from the eventual sale of the Company's Properties.
Any changes in estimated future cash flows due to changes in the Company's plans
or views of market and economic conditions could result in recognition of
additional impairment losses.

         If events or circumstances indicate that the fair value of an
investment accounted for using the equity or cost method has declined below its
carrying value and the Company considers the decline to be "other than
temporary," the investment is written down to fair value and an impairment loss
is recognized. The evaluation of impairment for an investment would be based on
a number of factors, including financial condition and operating results for the
investment, inability to remain in compliance with provisions of any related
debt agreements, and recognition of impairments by other investors. Impairment
recognition would negatively impact the recorded value of our investment and
reduce net income.

         RELATIVE SALES METHOD AND PERCENTAGE OF COMPLETION. The Company
recognizes earnings from the sale of Residential Development Properties when a
third-party buyer has made an adequate cash down payment and has attained the
attributes of ownership. The cost of residential property sold is defined based
on the type of product being purchased. The cost of sales for residential lots
is generally determined as a specific percentage of the sales revenues
recognized for each Residential Development project. The percentages are based
on total estimated development costs and sales revenue for each Residential
Development project. These estimates are revised annually and are based on the
then-current development strategy and operating assumptions utilizing internally
developed projections for product type, revenue and related development costs.
The cost of sale for residential units (such as townhomes and condominiums) is
determined using the relative sales value method. If the residential unit has
been sold prior to the completion of infrastructure cost, and those uncompleted
costs are not significant in relation to total costs, the full accrual method is
utilized. Under this method, 100% of the revenue is recognized and a commitment
liability is established to reflect the allocated estimated future costs to
complete the residential unit. If the Company's estimates of costs or the
percentage of completion is incorrect, it could result in either an increase or
decrease in cost of sales expense or revenue recognized and therefore, an
increase or decrease in net income.

         CAPITALIZATION OF INTEREST. The Company commences capitalization of
interest when development activities and expenditures begin and ceases to
capitalize interest upon "completion," which is defined as the time when the
asset is ready for its intended use. The Company uses judgment in determining
the time period over which to capitalize such interest and these assumptions
have a direct impact on net income because capitalized costs are not subtracted
in calculating net income. If the time period is extended, more interest is
capitalized, thereby increasing net income.

         ALLOWANCE FOR DOUBTFUL ACCOUNTS. The Company's accounts receivable
balance is reduced by an allowance for amounts that may become uncollectible in
the future. The Company's receivable balance is composed primarily of rents and
operating cost recoveries due from its tenants. The Company also maintains an
allowance for deferred rent receivables which arise from the straight-lining of
rents. The allowance for doubtful accounts is reviewed at least quarterly for
adequacy by reviewing such factors as the credit quality of the Company's
tenants, any delinquency in payment, historical trends and current economic
conditions. If the assumptions regarding the collectibility of accounts
receivable prove incorrect, the Company could experience write-offs in excess of
its allowance for doubtful accounts, which would result in a decrease in net
income.

         ACQUISITION OF OPERATING PROPERTIES. The Company allocates the purchase
price of acquired properties to tangible and identified intangible assets
acquired based on their fair values in accordance with SFAS No. 141, "Business
Combinations."

                                       60



         In making estimates of fair value for purposes of allocating purchase
price, management utilizes sources, including, but not limited to, independent
value consulting services, independent appraisals that may be obtained in
connection with financing the respective property, and other market data.
Management also considers information obtained about each property as a result
of its pre-acquisition due diligence, marketing and leasing activities in
estimating the fair value of the tangible and intangible assets acquired.

         The aggregate value of the tangible assets acquired is measured based
on the sum of (i) the value of the property as if it were vacant and available
to lease at the purchase date and (ii) the present value of the amortized
in-place tenant improvement allowances over the remaining term of each lease.
Management's estimates of the value of the property are made using models
similar to those used by independent appraisers. Factors considered by
management in its analysis include an estimate of carrying costs such as real
estate taxes, insurance and other operating expenses and estimates of lost
rentals during the expected lease-up period assuming current market conditions.
The value of the property is then allocated among building, land, site
improvements and equipment. The contributory value of tenant improvements is
separately estimated due to the different depreciable lives.

         The aggregate value of intangible assets acquired is measured based on
the difference between (i) the purchase price and (ii) the value of the tangible
assets acquired as defined above. This value is then allocated among
above-market and below-market in-place lease values, costs to execute similar
leases (including leasing commissions, legal expenses and other related
expenses), in-place lease values and customer relationship values.

         Above-market and below-market in-place lease values for acquired
properties are calculated based on the present value (using a market 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 fair market lease rates for
the corresponding in-place leases, measured over a period equal to the remaining
non-cancelable term of the lease for above-market leases and the initial term
plus the term of the below-market fixed rate renewal option, if any, for
below-market leases. The Company performs this analysis on a lease by lease
basis. The capitalized above-market lease values are amortized as a reduction to
rental income over the remaining non-cancelable terms of the respective leases.
The capitalized below-market lease values are amortized as an increase to rental
income over the initial term plus the term of the below-market fixed rate
renewal option, if any, of the respective leases.

         Management estimates costs to execute leases similar to those acquired
at the property at acquisition based on current market conditions. These costs
are recorded based on the present value of the amortized in-place leasing costs
on a lease by lease basis over the remaining term of each lease.

         The in-place lease values and customer relationship values are based on
management's evaluation of the specific characteristics of each customer's lease
and the Company's overall relationship with that respective customer.
Characteristics considered by management in allocating these values include the
nature and extent of the Company's existing business relationships with the
customer, growth prospects for developing new business with the customer, the
customer's credit quality and the expectation of lease renewals, among other
factors. The in-place lease value and customer relationship value are both
amortized to expense over the initial term and any renewal periods in the
respective leases, but in no event does the amortization period for the
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 the customer relationship value would be charged to expense.

ADOPTION OF NEW ACCOUNTING STANDARDS

         SFAS NO. 145. In April 2002, the FASB issued SFAS No. 145, "Rescission
of FASB Statements 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." SFAS No. 145 requires the reporting of gains and losses
from early extinguishment of debt be included in the determination of net income
unless criteria in Accounting Principles Board Opinion No. 30, "Reporting the
Results of Operations," which allows for extraordinary item classification, are
met. The provisions of this Statement related to the rescission of Statement No.
4 are to be applied in fiscal years beginning after May 15, 2002. The Company
adopted this Statement for fiscal 2003 and expects no impact in 2003 beyond the
classification of costs related to early extinguishments of debt, which were
shown in the Company's 2001 Consolidated Statements of Operations as an
extraordinary item.

         SFAS NOS. 148 AND 123. In December 2002, the FASB issued SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure," effective
for fiscal years ending after December 15, 2002, to amend the transition and
disclosure provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation." In addition to the prospective transition method of accounting
for Stock-Based Employee Compensation using the fair value method provided in
SFAS No. 123, SFAS No. 148 permits two additional transition methods, both of
which avoid the ramp-up effect arising

                                       61



from prospective application of the fair value method. The Retroactive
Restatement Method requires companies to restate all periods presented to
reflect the Stock-Based Employee Compensation under the fair value method for
all employee awards granted, modified, or settled in fiscal years beginning
after December 15, 1994. The Modified Prospective Method requires companies to
recognize Stock-Based Employee Compensation from the beginning of the fiscal
year in which the recognition provisions are first applied as if the fair value
method in SFAS No. 123 had been used to account for employee awards granted,
modified, or settled in fiscal years beginning after December 15, 1994. Also, in
the absence of a single accounting method for Stock-Based Employee Compensation,
SFAS No. 148 expands disclosure requirements from those existing in SFAS No.
123, and requires disclosure of whether, when, and how an entity adopted the
preferable, fair value method of accounting.

         Effective January 1, 2003, the Company adopted the fair value expense
recognition provisions of SFAS No. 123 on a prospective basis as permitted,
which requires that the value of stock options at the date of grant be amortized
ratably into expense over the appropriate vesting period. During the nine months
ended September 30, 2003, the Company granted stock options and recognized
compensation expense that was not significant to its results of operations. With
respect to the Company's stock options which were granted prior to 2003, the
Company accounted for stock-based compensation using the intrinsic value method
prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees," and related Interpretations ("APB No. 25"). Under APB No.
25, compensation cost is measured as the excess, if any, of the quoted market
price of the Company's common shares at the date of grant over the exercise
price of the option granted. Compensation cost for stock options, if any, is
recognized ratably over the vesting period. During the nine months ended
September 30, 2003, no compensation cost was recognized for grants of stock
options made prior to 2003 under the Plans because the Company's policy is to
grant stock options with an exercise price equal to the quoted closing market
price of the Company's common shares on the grant date. Had compensation cost
for the Plans been determined based on the fair value at the grant dates for
awards under the Plans consistent with SFAS No. 123, the Company's net (loss)
income and (loss) earnings per share would have been reduced to the following
pro forma amounts:



                                                       FOR THE THREE MONTHS ENDED      FOR THE NINE MONTHS ENDED
                                                             SEPTEMBER 30,                   SEPTEMBER 30,
                                                       --------------------------      -------------------------
(in thousands, except per share amounts)                 2003               2002            2003           2002
-------------------------------------------           ---------          ----------      ----------      --------
                                                                                             
Net (loss) income available to common
     shareholders, as reported                        $  (3,305)         $   21,174      $  (28,688)     $ 38,487
Deduct: total stock-based employee
     compensation expense determined under
     fair value based method for all awards                (700)             (1,011)         (2,301)       (3,087)
                                                      ---------          ----------      ----------      --------
Pro forma net (loss) income                           $  (4,005)         $   20,163      $  (30,989)     $ 35,400
(Loss) earnings per share:
Basic - as reported                                   $   (0.03)         $     0.20      $    (0.29)     $   0.37
Basic - pro forma                                     $   (0.04)         $     0.19      $    (0.31)     $   0.34
Diluted - as reported                                 $   (0.03)         $     0.20      $    (0.29)     $   0.37
Diluted - pro forma                                   $   (0.04)         $     0.19      $    (0.31)     $   0.34


         SFAS NO. 149. In April 2003, the FASB issued SFAS No. 149, "Amendment
of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149
amends and clarifies the financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." In general, SFAS No. 149 is
effective for contracts entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003. The Company adopted SFAS
149 effective July 1, 2003. The adoption of this Statement did not have a
material impact on the Company's financial condition or its results of
operations.

         SFAS NO. 150. In May 2003, the FASB issued SFAS No. 150, "Accounting
for Certain Financial Instruments with Characteristics of both Liabilities and
Equity." SFAS No. 150 establishes standards for how an issuer should classify
and measure certain financial instruments that have both liability and equity
characteristics. Most provisions of this Statement were to be applied to
financial instruments entered into or modified after May 31, 2003 and to
existing instruments as of the beginning of the first interim financial
reporting period after June 15, 2003. On October 29, 2003, the FASB agreed to
defer indefinitely the application of the provisions of SFAS No. 150 to
noncontrolling interests in limited life subsidiaries.

         FASB INTERPRETATION 45. In November 2002, the FASB issued
Interpretation 45, "Guarantors' Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"),
which elaborates on the disclosures to be made by a guarantor in its interim and
annual financial statements about its obligations

                                       62



under certain guarantees that it has issued and liability-recognition
requirements for a guarantor of certain types of debt. The new guidance requires
a guarantor to recognize a liability at the inception of a guarantee which is
covered by the new requirements whether or not payment is probable, creating the
new concept of a "stand-ready" obligation. Initial recognition and initial
measurement provisions are applicable on a prospective basis to guarantees
issued or modified after December 31, 2002. See Note 11, "Commitments and
Contingencies" in Item 1, "Financial Statements," for disclosure of the
Company's guarantees at September 30, 2003. The Company adopted FIN 45 effective
January 1, 2003.

         FASB INTERPRETATION 46. On January 15, 2003, the FASB approved the
issuance of Interpretation 46, "Consolidation of Variable Interest Entities"
("FIN 46"), an interpretation of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements." Under FIN 46, consolidation requirements
are effective immediately for new Variable Interest Entities ("VIEs") created
after January 31, 2003. The consolidation requirements apply to existing VIEs
for financial periods ending after December 15, 2003. VIEs are generally a legal
structure used for business enterprises that either do not have equity investors
with voting rights, or have equity investors that do not provide sufficient
financial resources for the entity to support its activities. The objective of
the new guidance is to improve reporting by addressing when a company should
include in its financial statements the assets, liabilities and activities of
another entity such as a VIE. FIN 46 requires a VIE to be consolidated by a
company if the company is subject to a majority of the risk of loss from the
VIE's activities or entitled to receive a majority of the entity's residual
returns or both. FIN 46 also requires disclosures about VIEs that the company is
not required to consolidate but in which it has a significant variable interest.
Certain of the disclosure requirements apply in all financial statements issued
after January 31, 2003, regardless of when the VIE was established. These
disclosure requirements are as follows: (a) the nature, purpose, size, and
activities of the VIE; and, (b) the enterprise's maximum exposure to loss as a
result of its involvement with the VIE. FIN 46 may be applied prospectively with
a cumulative effect adjustment as of the date on which it is first applied or by
restating previously issued financial statements for one or more years with a
cumulative effect adjustment as of the beginning of the first year restated. The
Company is assessing the impact of this Interpretation, if any, on its existing
entities and does not believe the impact will be significant on its liquidity,
financial position, and results of operations. The Company did not create any
VIEs subsequent to January 31, 2003.

                  FUNDS FROM OPERATIONS AVAILABLE TO COMMON SHAREHOLDERS

         FFO, as used in this document, means:

             -    Net Income (Loss) - determined in conformity with GAAP;

             -    excluding gains (losses) from sales of depreciable operating
                  property;

             -    excluding extraordinary items (as defined by GAAP);

             -    including depreciation and amortization of real estate assets;
                  and

             -    after adjusting for unconsolidated partnerships and joint
                  ventures.

         The Company calculates FFO available to common shareholders in the same
manner, except that Net Income (Loss) is replaced by Net Income (Loss) Available
to Common Shareholders.

         NAREIT developed FFO as a relative measure of performance of an equity
REIT to recognize that income-producing real estate historically has not
depreciated on the basis determined under GAAP. The Company considers FFO
available to common shareholders an appropriate measure of performance for an
equity REIT and FFO an appropriate measure of performance for its investment
segments. However, FFO available to common shareholders and FFO should not be
considered as alternatives to net income determined in accordance with GAAP as
an indication of the Company's operating performance.

         The Company has historically distributed an amount less than FFO
available to common shareholders, primarily due to reserves required for capital
expenditures, including leasing costs. The aggregate cash distributions paid to
shareholders and unitholders for the nine months ended September 30, 2003 and
2002 were $131.6 million, and $132.5 million, respectively. The Company reported
FFO available to common shareholders of $121.3 million and $167.3 million for
the nine months ended September 30, 2003 and 2002, respectively.

         An increase or decrease in FFO available to common shareholders does
not necessarily result in an increase or decrease in aggregate distributions
because the Company's Board of Trust Managers is not required to increase
distributions on a quarterly basis unless necessary for the Company to maintain
REIT status. However, the Company must distribute 90% of its REIT taxable income
(as defined in the Code). Therefore, a significant increase in FFO available to
common shareholders will generally require an increase in distributions to
shareholders and unitholders although not necessarily on a proportionate basis.

                                       63



         Accordingly, the Company believes that to facilitate a clear
understanding of the consolidated historical operating results of the Company,
FFO available to common shareholders should be considered in conjunction with
the Company's net income and cash flows reported in the consolidated financial
statements and notes to the consolidated financial statements. However, the
Company's measure of FFO available to common shareholders may not be comparable
to similarly titled measures of other REITs because these REITs may apply the
definition of FFO in a different manner than the Company.

      CONSOLIDATED STATEMENTS OF FUNDS FROM OPERATIONS AVAILABLE TO COMMON
                                  SHAREHOLDERS


                                                         FOR THE THREE MONTHS ENDED        FOR THE NINE MONTHS ENDED
                                                               SEPTEMBER 30,                     SEPTEMBER 30,
                                                            2003            2002              2003           2002
                                                         ----------     -----------        ----------    -----------
                                                                                (in thousands)
                                                                                             
Net income (loss)                                        $    3,270     $    27,749        $   (8,963)   $    53,661
Adjustments to reconcile net income (loss)
   to funds from operations available to common
   shareholders:
Depreciation and amortization of real estate assets          39,617          36,419           109,017        102,088
Loss (gain) on property sales, net                               14         (19,646)              719        (25,311)
Cumulative effect of a change in accounting
   principle                                                      -               -                 -          9,172
Impairment charges related to real estate assets              2,356               -            20,374          2,048
Adjustment for investments in unconsolidated
   companies:
      Office Properties                                      (1,613)          1,946             3,805          5,997
      Resort/Hotel Properties                                   394             370             1,143            370
      Residential Development Properties                          8            (615)              235          2,339
      Temperature-Controlled Logistics Properties             5,147           6,777            16,143         18,278
      Other                                                     260              96               178          5,872
Unitholder minority interest                                    585           3,491            (1,605)         8,004
Series A Preferred share distributions                       (4,556)         (4,556)          (13,668)       (12,146)
Series B Preferred share distributions                       (2,019)         (2,019)           (6,057)        (3,028)
                                                         ----------     -----------        ----------    -----------
 Funds from operations available to common
   shareholders before impairment charges related
   to real estate assets (1)                                 43,463          50,012           121,321        167,344
                                                         ==========     ===========        ==========    ===========
Impairment charges related to real estate assets             (2,356)              -           (20,374)        (2,048)
Funds from operations available to common
   shareholders after impairment charges related
   to real estate assets                                 $   41,107     $    50,012        $  100,947    $   165,296
                                                         ==========     ===========        ==========    ===========

Investment Segments:
      Office Segment                                     $   73,855     $    88,045        $  216,126    $   249,119
      Resort/Hotel Segment                                   11,471          13,593            39,458         47,140
      Residential Development Segment                         2,773           4,319            13,766         32,354
      Temperature-Controlled Logistics Segment                4,198           3,675            16,294         14,450
Other:
           Corporate general and administrative              (7,926)         (8,121)          (20,526)       (19,846)
           Corporate and other adjustments:
              Interest expense                              (43,074)        (47,149)         (129,380)      (135,871)
              Series A Preferred share distributions         (4,556)         (4,556)          (13,668)       (12,146)
              Series B Preferred share distributions         (2,019)         (2,019)           (6,057)        (3,028)
              Other (2)                                       8,741           2,225             5,308         (4,828)
                                                         ----------     -----------        ----------    -----------
 Funds from operations available to common
   shareholders before impairment charges related
   to real estate assets (1)                                 43,463          50,012           121,321        167,344
                                                         ==========     ===========        ==========    ===========
 Impairment charges related to real estate assets            (2,356)              -           (20,374)        (2,048)
 Funds from operations available to common
   shareholders after impairment charges related
   to real estate assets                                 $   41,107     $    50,012        $  100,947    $   165,296
                                                         ==========     ===========        ==========    ===========

Basic weighted average shares                                99,172         103,766            99,186        104,527
                                                         ==========     ===========        ==========    ===========
Diluted weighted average shares and units (3)               116,929         117,070           116,941        118,225
                                                         ==========     ===========        ==========    ===========


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

(1)  To calculate basic funds from operations available to common shareholders,
     deduct unitholder minority interest.

(2)  Includes interest and other income, behavioral healthcare property income,
     preferred return paid to GMACCM in 2002, other unconsolidated companies,
     less depreciation and amortization of non-real estate assets and
     amortization of deferred financing costs, income from investment land
     sales, net, and other expenses.

(3)  See calculations for the amounts presented in the reconciliation following
     this table.

                                       64



         The following schedule reconciles the Company's basic weighted average
shares to the diluted weighted average shares/units presented above:



                                                               FOR THE THREE MONTHS          FOR THE NINE MONTHS
                                                                ENDED SEPTEMBER 30,           ENDED SEPTEMBER 30,
                                                            --------------------------       --------------------
(shares/units in thousands)                                   2003               2002          2003         2002
---------------------------                                 -------            -------       -------      -------
                                                                                              
Basic weighted average shares:                               99,172            103,766        99,186      104,527
Add:   Weighted average units                                17,747             13,183        17,750       13,183
       Share and unit options                                    10                121             5          515
                                                            -------            -------       -------      -------
Diluted weighted average shares and units                   116,929            117,070       116,941      118,225
                                                            =======            =======       =======      =======


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         No material changes in the Company's market risk occurred from December
31, 2002 through September 30, 2003. Information regarding the Company's market
risk at December 31, 2002 is contained in Item 7A, "Quantitative and Qualitative
Disclosures About Market Risk," in the Company's Annual Report on Form 10-K for
the year ended December 31, 2002.

ITEM 4. CONTROLS AND PROCEDURES

         The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the Company's
reports under the Exchange Act of 1934, as amended (the "Exchange Act") is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms, and that such
information is accumulated and communicated to the Company's management,
including its Chief Executive Officer and its Chief Financial and Accounting
Officer, as appropriate, to allow timely decisions regarding required disclosure
based closely on the definition of "disclosure controls and procedures" in Rule
13a-15(e) promulgated under the Exchange Act. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

         As of September 30, 2003, the Company carried out an evaluation, under
the supervision and with the participation of the Company's management,
including its Chief Executive Officer and its Chief Financial and Accounting
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based on the foregoing, the Company's Chief
Executive Officer and its Chief Financial and Accounting Officer concluded that
the Company's disclosure controls and procedures were effective.

         During the three months ended September 30, 2003, there was no change
in the Company's internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.

                                       65



                                     PART II

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

         During the three months ended September 30, 2003, the Company issued an
aggregate of 2,110 common shares to holders of Operating Partnership units in
exchange for 1,055 units. The issuances of common shares were exempt from
registration as private placements under Section 4(2) of the Securities Act of
1933, as amended (the "Securities Act"). The Company has registered the resale
of such common shares under the Securities Act.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         The exhibits required by this item are set forth on the Exhibit Index
         attached hereto.

(b)      Reports on Form 8-K

                  Form 8-K dated November 3, 2003, furnished November 4, 2003,
         for the purpose of reporting, under Item 12 - Results of Operations and
         Financial Condition, the Company's 2003 third quarter earnings and
         related financial, operating and statistical information.

                                       66



                                   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 thereunto duly authorized.

                              CRESCENT REAL ESTATE EQUITIES COMPANY
                                     (Registrant)

                              By /s/ John C. Goff
                                 ----------------------------------------
                                     John C. Goff
Date: November 6, 2003               Vice-Chairman of the Board and Chief
                                     Executive Officer

                              By /s/ Jerry R. Crenshaw, Jr.
                                 -----------------------------------------
                                     Jerry R. Crenshaw, Jr.
                                     Executive Vice President and Chief
                                     Financial Officer
Date: November 6, 2003               (Principal Financial and Accounting
                                     Officer)

                                       67



                                INDEX TO EXHIBITS



EXHIBIT
NUMBER                                  DESCRIPTION OF EXHIBIT
-------      ---------------------------------------------------------------------------------
          
 3.01        Restated Declaration of Trust of Crescent Real Estate Equities Company, as
             amended (filed as Exhibit No. 3.01 to the Registrant's Current Report on Form
             8-K filed April 25, 2002 (the "April 2002 8-K") and incorporated herein by
             reference)

 3.02        Second Amended and Restated Bylaws of Crescent Real Estate Equities Company
             (filed as Exhibit No. 3.02 to the Registrant's Quarterly Report on Form 10-Q
             for the quarter ended June 30, 2003 and incorporated herein by reference)

 4.01        Form of Common Share Certificate (filed as Exhibit No. 4.03 to the Registrant's
             Registration Statement on Form S-3 (File No. 333-21905) and incorporated herein
             by reference)

 4.02        Statement of Designation of 6-3/4% Series A Convertible Cumulative Preferred
             Shares of Crescent Real Estate Equities Company dated February 13, 1998 (filed as
             Exhibit No. 4.07 to the Registrant's Annual Report on Form 10-K for the fiscal
             year ended December 31, 1997 (the "1997 10-K") and incorporated herein by
             reference)

 4.03        Form of Certificate of 6-3/4% Series A Convertible Cumulative Preferred Shares of
             Crescent Real Estate Equities Company (filed as Exhibit No. 4 to the
             Registrant's Registration Statement on Form 8-A/A filed on February 18, 1998 and
             incorporated by reference)

 4.04        Statement of Designation of 6-3/4% Series A Convertible Cumulative Preferred
             Shares of Crescent Real Estate Equities Company dated April 25, 2002 (filed as
             Exhibit No. 4.1 to the April 2002 8-K and incorporated herein by reference)

 4.05        Statement of Designation of 9.50% Series B Cumulative Redeemable Preferred Shares
             of Crescent Real Estate Equities Company dated May 13, 2002 (filed as Exhibit No.
             2 to the Registrant's Form 8-A dated May 14, 2002 (the "Form 8-A") and
             incorporated herein by reference)

 4.06        Form of Certificate of 9.50% Series B Cumulative Redeemable Preferred Shares of
             Crescent Real Estate Equities Company (filed as Exhibit No. 4 to the Form 8-A and
             incorporated herein by reference)

   *4        Pursuant to Regulation S-K Item 601 (b) (4) (iii), the Registrant by this filing
             agrees, upon request, to furnish to the Securities and Exchange Commission a copy
             of instruments defining the rights of holders of long-term debt of the Registrant

10.01        Third Amended and Restated Agreement of Limited Partnership of Crescent Real
             Estate Equities Limited Partnership, dated as of January 2, 2003, as amended
             (filed herewith)

31.01        Certifications of Chief Executive Officer and Chief Financial Officer pursuant to
             Rule 13a - 14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
             2002 (filed herewith)

32.01        Certifications of Chief Executive Officer and Chief Financial Officer pursuant to
             18 U.S.C. Section 350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
             Act of 2002 (filed herewith)


                                       68