8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20543

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) November 5, 2003

Commission File No. 1-11706

CARRAMERICA REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	52-1796339
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1850 K Street, N.W., Washington, D.C. 20006

(Address or principal executive office) (Zip code)

Registrant’s telephone number, including area code:  (202) 729-1700

CarrAmerica Realty Corporation

Form 8-K

Item 7    Financial Statements and Exhibits

(c) Exhibits

Exhibits Number
99.1	Supplemental Operating and Financial Data for the Quarter Ended September 30, 2003
99.2	Press Release dated November 5, 2003, issued by CarrAmerica Realty Corporation

Item 12    Results of Operations and Financial Condition

On November 5, 2003, the Company announced its consolidated financial results for the quarter ended September 30, 2003. A copy of the Company’s earnings press release is furnished as Exhibit 99.2 to this report on Form 8-K. A copy of the Company’s Supplemental Operating and Financial Data for the Quarter Ended September 30, 2003 is furnished as Exhibit 99.1 to this report on Form 8-K. The information contained in this report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

2

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.

Date:  November 5, 2003

CARRAMERICA REALTY CORPORATION
By:	/s/    KURT A. HEISTER
	Kurt A. Heister Senior Vice President and Controller

3

EXHIBIT INDEX

Exhibit Number
99.1	Supplemental Operating and Financial Data for the Quarter Ended September 30, 2003
99.2	Press Release dated November 5, 2003

4

EX-99.1

Supplemental Operating and Financial Data

For the Quarter Ended September 30, 2003

All dollar amounts shown in this report are in U.S. dollars.

This supplemental Operating and Financial Data is not an offer to sell or solicitation to buy any securities of the Company.

Any offers to sell or solicitations to buy any securities of the Company shall be made by means of a prospectus.

TABLE OF CONTENTS

	PAGE
CORPORATE OVERVIEW
The Company	3
Board of Directors / Executive Officers / Research Coverage	4-5
Regional Offices / Investor Relations / Information Requests	6-7
FINANCIAL HIGHLIGHTS
Key Quarterly Financial Data	8
Same Store Results and Analysis	9
Financial Ratios	10
Share and Operating Partnership Unit Data	11
Debt Capitalization Summary	12-13
Corporate Investment Information	14
Unconsolidated Equity Investments	15
SEGMENT ANALYSIS
Core Operating Properties
Current Summary of Operating Properties	16-20
Occupancy Summary and Lease Roll-over Schedule	21-22
Operating Portfolio Lease Economics	23-24
Top 25 Tenants by Rent	25
Development
Development Activity by Market	26
Land Held for Development Schedule	27
Reconciliation of Non-GAAP Financial Measures	28-30

THE COMPANY

CarrAmerica Realty Corporation (the “Company”) is a self-administered and self-managed equity real estate investment trust (“REIT”) organized under the laws of Maryland which owns, develops, acquires and operates office properties. The Company’s office properties are located primarily in 12 suburban markets across the United States.

CURRENT PORTFOLIO

(consolidated, stabilized; as of 9/30/03)

259 Properties

20.3 Million Square Feet

(consolidated/unconsolidated; as of 9/30/03)

297 Properties

26.1 Million Square Feet

CARRAMERICA MISSION STATEMENT

Our primary goal is to excel in meeting the needs of our customers by providing built environments of the highest quality and services that continue to set new standards of excellence. The core values that infuse our efforts are quality, integrity, a sense of community and a genuine commitment to people.

UNSECURED SENIOR DEBT RATINGS

Fitch:	BBB
Moody’s:	Baa2
Standard & Poor’s:	BBB

WEIGHTED AVERAGE OCCUPANCY (stabilized)

(At September 30, 2003)

88.5% Consolidated Properties

89.1% Consolidated/Unconsolidated Properties

REGIONAL DISTRIBUTION

(stabilized; as of 9/30/03)

	Based on NOI		Based on Square Footage
Pacific region	53.81	%	50.81	%
Eastern region	29.74	%	26.20	%
Central region	8.64	%	12.94	%
Mountain region	7.81	%	10.05	%

MARKETS

(stabilized; as of 9/30/03)

	% of NOI		% of Sq. Ft.
San Francisco Bay Area	31.40	%	27.55	%
Washington DC Metro	24.50	%	17.13	%
Southern California	14.93	%	14.62	%
Seattle/Portland	7.48	%	8.64	%
Atlanta	5.24	%	9.07	%
Salt Lake City/Phoenix	5.14	%	5.65	%
Chicago	3.80	%	5.96	%
Dallas	3.28	%	4.89	%
Denver	2.67	%	4.40	%
Austin	1.56	%	2.09	%
	100.00	%	100.00	%

3

BOARD OF DIRECTORS

Thomas A. Carr

Chairman of the Board and

Chief Executive Officer

CarrAmerica Realty Corporation

Andrew F. Brimmer

President

Brimmer & Company Inc.

Oliver T. Carr, Jr.

Chairman of the Board

The Oliver Carr Company

Joan Carter

President & COO

UM Holdings LTD

Philip L. Hawkins

President and Chief Operating Officer

CarrAmerica Realty Corporation

Timothy Howard

Executive Vice President and

Chief Financial Officer

Fannie Mae

Robert E. Torray

Chairman

Robert E. Torray & Co., Inc.

Wesley S. Williams, Jr.

Partner

Covington & Burling

EXECUTIVE OFFICERS

Thomas A. Carr

Chief Executive Officer

Philip L. Hawkins

President and Chief Operating Officer

Stephen E. Riffee

Chief Financial Officer

Karen B. Dorigan

Chief Investment Officer

Linda A. Madrid

Managing Director, General Counsel and

Corporate Secretary

4

RESEARCH COVERAGE(1)

David Aubuchon

A.G. Edwards

(314) 955-5452

Lee Schalop/Daniel Oppenheim

Bank of America Securities

(212) 847-5677/(212) 847-5705

Louis Taylor/Dennis Maloney

Deutsche Banc Alex. Brown

(212) 250-4912/(212) 250-6799

Christopher Haley/Donald Fandetti

Wachovia Securities

(443)263-6773/(443) 263-6537

David Kostin/Michael Bilerman

Goldman, Sachs & Company

(212) 902-6781/(212) 902-1970

John Lutzius/Elizabeth Dhillon

Green Street Advisors

(949) 640-8780

Anthony Paolone

JP Morgan

(212) 622-6682

David Fick/Ken Weinberg

Legg Mason Wood Walker

(410) 454-5018/(410) 454-5175

David Harris

Lehman Brothers

(212) 526-5702

Steve Sakwa/Brian Legg

Merrill Lynch & Company, Inc.

(212) 449-0335/(212) 449-1153

Greg Whyte

Morgan Stanley Dean Witter

(212) 761-6331

Jim Sullivan/Jamie Feldman

Prudential Securities

(212) 778-2515/ (212) 778-1724

Jonathan Litt/Gary Boston

Salomon Smith Barney

(212) 816-0231/(212) 816-1383

(1) Carramerica Realty Corp. is followed by the analysts listed above. Please note that any opinions, estimates or forecasts regarding Carramerica Realty Corp.’s performance made by these analysts are theirs alone and do not represent opinions, forecasts or predictions of Carramerica Realty Corp. or its management. Carramerica Realty Corp. does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.

5

CORPORATE HEADQUARTERS

1850 K Street, N.W. Suite 500

Washington, D.C. 20006

(202) 729-1700

REGIONAL OFFICES

Atlanta, Georgia

J. Thad Ellis, Regional Managing Director

Austin, Texas

Jeffrey S. Pace, Regional Managing Director

Chicago, Illinois

Gerald J. O’Malley, Regional Managing Director

Dallas, Texas

William Vanderstraaten, Regional Managing Director

Denver, Colorado

Robert Milkovich, Regional Managing Director

Northern California

Christopher Peatross, Regional Managing Director

Phoenix, Arizona

Robert Milkovich, Regional Managing Director

Salt Lake City

Robert Milkovich, Regional Managing Director

Seattle/Portland

Clete Casper, Regional Managing Director

Southern California

Malcolm O’Donnell, Regional Managing Director

Washington, D.C.

John Donovan, Regional Managing Director

6

STOCK EXCHANGE LISTINGS

New York Stock Exchange

COMMON STOCK TRADING SYMBOL

CRE

INVESTOR RELATIONS

CarrAmerica Realty Corporation

1850 K Street, N.W.

Washington, D.C. 20006

Telephone: (202) 729-1700

Fax: (202) 729-1060

CONTACT

Stephen M. Walsh

Senior Vice President, Capital Markets

Telephone: (202) 729-1764

E-mail: swalsh@carramerica.com

INFORMATION REQUEST

To request a standard Investor Relations package, Annual Report, or to be added to our mailing or fax list, please contact or address an e-mail to:

Investor Relations at (202) 729-7518

Or 1 (800) 417-2277

swalsh@carramerica.com

CarrAmerica_^®

PLEASE VISIT OUR CORPORATE WEB SITE

AT:

www.carramerica.com

7

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Key Quarterly Financial Data

($ and shares in thousands)
	9/30/03			6/30/03			3/31/03			12/31/02			9/30/02
Shares and Units:
Common Shares		52,330			52,158			51,851			51,836			53,131
Outstanding OP Units (a)		5,615			5,525			5,570			5,579			5,708
Combined Shares and OP Units (a)		57,945			57,683			57,421			57,415			58,839
Weighted Average—Basic		51,925			51,712			51,608			52,817			53,124
Weighted Average—Diluted		52,657			52,368			51,936			53,727			53,818
Share Price:
At the End of the Period	$	29.85		$	27.81		$	25.35		$	25.05		$	25.17
High During Period		30.00			28.76			25.60			27.30			30.75
Low During Period		27.40			25.23			23.25			21.94			24.00
Capitalization Summary:
Market Value of Common Equity	$	1,729,658		$	1,604,164		$	1,455,622		$	1,438,246		$	1,480,978
Preferred Equity		397,575			199,844			200,634			254,518			260,707
Total Debt (f)		1,513,277			1,672,304			1,675,310			1,607,356			1,569,826
Total Market Capitalization		3,640,510			3,476,312			3,331,566			3,300,120			3,311,511
Total Debt/Total Market Capitalization		41.6	%		48.1	%		50.3	%		48.7	%		47.4	%
Financial Information:
Total Assets	$	2,814,905		$	2,796,570		$	2,798,635		$	2,815,705		$	2,812,209
Book Value of Real Estate Assets (before accumulated depreciation)		3,103,079			3,048,870			3,060,301			3,052,736			3,012,611
Total Liabilities		1,632,298			1,802,196			1,795,263			1,741,692			1,664,936
Total Minority Interest (including OP)		73,555			74,240			76,144			76,222			77,962
Total Shareholders’ Equity		1,109,052			920,134			927,228			997,791			1,043,714
Total Operating Revenues		128,169			129,382			132,573			137,265			132,564
Property NOI		77,697			79,218			82,832			84,992			83,274
Property Operating Margin		63.9	%		65.0	%		65.2	%		65.4	%		65.6	%
EBITDA (e)		76,180			78,405			80,123			82,167			81,630
Interest Coverage Ratio (b,e,g)		2.9			3.0			3.1			3.2			3.3
Interest Coverage Ratio (c,e,g)		2.9			3.0			3.1			3.1			3.3
Fixed Charge Coverage Ratio (b,e,g)		2.2			2.3			2.3			2.4			2.3
Fixed Charge Coverage Ratio (c,e,g)		2.2			2.3			2.3			2.3			2.3
Diluted FFO available to common shareholders (d)		46,266			47,006			48,382			50,540			43,193
Dividends Declared		0.50			0.50			0.50			0.50			0.50
FFO Payout Ratio—Diluted (h)		63.3	%		61.7	%		59.5	%		57.5	%		62.5	%
EPS Payout Ratio (h)		135.1	%		208.3	%		217.4	%		147.1	%		72.5	%
Net-Straight Line Revenue/Expense Adjustment		2,105			1,672			2,153			2,583			2,211
Portfolio Size (including unconsolidated properties):
Buildings		297			298			298			296			294
Total Square Footage (in thousands)		26,059			26,088			25,392			25.207			24,874
Current Occupancy		89.1	%		89.8	%		91.0	%		92.3	%		92.7	%

(a) Operating partnership.

(b) Excluding capitalized interest. See page 30 for computation.

(c) Including capitalized interest. See page 30 for computation.

(d) Represents diluted Funds from Operations (FFO). Funds from operations is defined as net income (loss), excluding gains (losses) on sales of property, plus depreciation and amortization of assets and after adjustments for unconsolidated partnerships and joint ventures in accordance with the NAREIT definition. Diluted funds from operations is computed as FFO attributable to common shareholders adjusted to reflect all operating partnership units as if they were converted to common shares for any period in which they are not antidulitive.

See page 28 for a reconciliation of diluted FFO to net income.

(e) Excludes $811 of HQ lease guarantees in the third quarter 2003.

See page 29 for reconciliation of EBITDA to net income.

(f) Excludes bond issue costs and discounts and the fair value of interest rate swaps.

(g) Refer to page 10 for definintion.

(h) Refer to page 29 for calculation of these amounts.

8

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Same Store Operating Property Results

(In thousands)

	Three Months Ended September 30,						% Change		Nine Months Ended September 30,						% Change
	2003			2002					2003			2002
Real estate operating revenue	$	115,252		$	124,221		-7.2	%	$	348,454		$	362,684		-3.9	%
Real estate operating expenses		41,508			41,458		0.1	%		122,096			119,181		2.4	%
Total real estate operating income	$	73,744		$	82,763		-10.9	%	$	226,358		$	243,503		-7.0	%
Straight-line rent adjustment	$	1,541		$	2,098		-26.5	%	$	4,105		$	6,323		-35.1	%
Average occupancy		88.5	%		92.4	%	-3.9	%		89.8	%		92.7	%	-2.9	%
Same store square footage		19,359,850								19,099,086

9

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Financial Ratios

Financial Position Ratios for Operations:

	Sept. 30, 2003		Dec. 31, 2002
Total Debt/Total Capitalization (Book Value)(1)	55.4	%	59.2	%
Total Debt/Total Capitalization (Market)(2)	41.6	%	48.7	%

Operating Ratios for Operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2003		2002		2003		2002
Secured Property Net Operating Income/EBITDA(3)	23.3	%	31.3	%	23.9	%	29.9	%
Interest Coverage (4)
Excluding capitalized interest	2.94		3.34		3.04		3.36
Including capitalized interest	2.89		3.26		2.99		3.25
Fixed Charge Coverage(5)
Excluding capitalized interest	2.23		2.32		2.29		2.24
Including capitalized interest	2.20		2.28		2.26		2.19
Diluted FFO Payout Ratio (6)	63.3	%	62.5	%	61.0	%	64.4	%
G&A as a % of Revenue (7)	7.7	%	7.6	%	7.8	%	7.3	%

NOTES:

(1) Total debt excluding unamortized bond discount and fair market value of interest rate swaps divided by total debt excluding unamortized bond discount and fair market value of interest rate swaps plus stockholders’ equity, minority interest, rents received in advance and security deposits.

(2) Total debt excluding unamortized bond discount and fair market value of interest rate swaps divided by market value of common stock (total common shares outstanding at quarter end times closing market price at quarter end) plus preferred equity liquidation value and total debt excluding unamortized bond discount and fair market value of interest rate swaps.

(3) See page 24 for a reconciliation of EBITDA to net income and the computation of these amounts. Secured property net operating income is rental revenue less property operating expenses and real estate taxes from only those properties with mortgage debt.

(4) Calculated as net income less interest expense (including or excluding capitalized interest), income tax expense, depreciation and amortization expense, minority interest, obligations under lease guarantees and gain (loss) on sale of assets and other provisions, net divided by interest expense (including or excluding capitalized interest).

(5) Calculated as net income less interest expense (including or excluding capitalized interest), income tax expense, depreciation and amortization expense, minority interest, obligations under lease guarantees and gain (loss) on sale of assets and other provisions, net divided by principal mortgage debt payments plus preferred dividends and interest expense (including or excluding capitalized interest).

(6) Dividends divided by diluted funds from operations (net income (loss), excluding gains (losses) on sales of property, plus depreciation and amortization of assets and after adjustments for unconsolidated partnerships and joint venture). See page 28 for a reconciliation of diluted funds from operations to net income.

(7) General and administrative expense divided by revenue plus interest income and equity on earnings in consolidated entities.

10

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Share and Operating Partnership Unit Data

The following table sets forth the Common and Series A Preferred shares of the Company and dividend and non-dividend paying operating partnership units outstanding at September 30, 2003 and December 31, 2002, and the weighted average Common and Series A Preferred shares of the Company and dividend and non-dividend paying operating partnership units outstanding for the quarter and nine months ended September 30, 2003 and 2002. The non-dividend paying units are not entitled to any distributions until they convert into dividend paying units on fixed dates in the future.

(In thousands)

	CarrAmerica Realty Corporation Common Shares Outstanding	CarrAmerica Realty Corporation Series A Convertible Preferred Shares Outstanding (a)	Dividend Paying Units Outstanding (b)	Non-Dividend Paying Units Outstanding
Outstanding as of
September 30, 2003	52,330	—	5,615	—
December 31, 2002	51,836	—	5,579	89
Weighted average for the three months ended September 30,
2003	51,925	—	5,581	34
2002	53,124	—	5,619	123
Weighted average for the nine months ended September 30,
2003	51,751	—	5,571	71
2002	52,824	4	5,692	160

Notes:

(a) Series A Preferred shares were convertible into common shares on a one-for-one basis. Balance of shares were converted in the first quarter of 2002.

(b) Operating partnership Units are redeemable for cash or common shares, at our option, on a one-for-one basis.

(c) The Company has the following Cumulative Redeemable Preferred shares outstanding as of September 30, 2003 which are not included in the table above. The Series B, C and D shares were redeemed October 12, 2003:

Series B	877,017 Shares
Series C	5,291,870 Shares
Series D	1,684,110 Shares
Series E	8,050,000 Shares

11

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Debt Capitalization Summary

($ in thousands)
							Principal Maturity
Description of Notes/Lender	Property	Principal Outstanding		Interest Rate		Maturity Date	2003		2004		2005		2006		2007		2008 & Thereafter
Sun Life Assurance Company of Canada	Tract 17/Canyon Park Commons		4,423	9.13	%	01-Dec-04		78		4,345		—		—		—		—
UBS Mortgage Finance Inc.	U.S. West		10,032	7.92	%	01-Dec-05		1,014		4,363		4,655		—		—		—
UBS Mortgage Finance Inc.	U.S. West		3,025	7.92	%	01-Dec-05		290		1,291		1,444		—		—		—
UBS Mortgage Finance Inc.	U.S. West		4,538	7.92	%	01-Dec-05		435		1,936		2,167		—		—		—
UBS Mortgage Finance Inc.	U.S. West		4,538	7.92	%	01-Dec-05		435		1,936		2,167		—		—		—
Salomon Brothers	Redmond East		25,279	8.38	%	01-Jan-06		134		569		24,576		—		—		—
State Farm	Peterson (Note 2)		17,271	7.20	%	01-Jan-06		221		929		16,121		—		—		—
EquiTrust Life Insurance Co.	Holcomb Place		3,204	8.25	%	01-Nov-06		19		78		99		3,008		—		—
Teachers Ins. and Ann. Assoc. of Amer.	Wasatch Corporate Center		11,566	8.15	%	02-Jan-07		70		293		318		10,885		—		—
Metropolitan Life Insurance Company	2600 West Olive		18,455	6.75	%	01-Jan-09		70		292		313		334		358		17,088
Midland Loan Services	Palomar Oaks		9,312	8.85	%	01-Apr-09		50		213		233		255		278		8,283
Northwest Mutual	1255 23rd St (Note 1)		37,048	8.12	%	01-Apr-09		148		609		662		717		778		34,134
Northwest Mutual	1730 Penn, I Square (Note 1)		177,693	8.12	%	01-Apr-09		705		2,921		3,176		3,440		3,730		163,721
New York Life Insurance	South Coast		14,449	7.13	%	10-Jun-09		64		270		290		312		335		13,178
Business Men’s Assurance Co.	Sorenson—Bus. Men’s Assur.		1,904	7.75	%	01-Jul-11		45		190		205		222		240		1,002
Berkshire Life Insurance Co.	Sorenson—Berkshire		1,434	8.88	%	01-May-17		14		58		64		70		76		1,152
Aid Association for Lutherans	900 19th St/Pres. Plaza (Note 3)		14,568	8.25	%	15-Jul-19		114		481		523		567		616		12,267
TransAmerica Life Insurance	1775 Penn		11,503	7.63	%	01-Sep-09		36		150		162		175		188		10,792
		$	370,242				$	3,942	$	20,924	$	57,175	$	19,985	$	6,599	$	261,617

Note 1: Secured by International Square, 1730 Pennsylvania Avenue and 1255 23rd Street.

Note 2: Secured by Century Springs West, Glenridge, Midori, Holcomb and Parkwood.

Note 3: Holder has right to call loan any time after 8/1/04 with 6 months notice. Borrower can prepay any time after 7/1/04 without penalty.

12

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Debt Capitalization Summary—continued

($ In thousands)
Unsecured Bonds Payable
						Principal Maturity
	Principal Outstanding		Interest Rate		Maturity Date	2003		2004		2005		2006		2007		2008 & Thereafter
7.200% Notes due 2004*	$	150,000	7.200	%	1-Jul-04	$	—	$	150,000	$	—	$	—	$	—	$	—
7.375% Notes due 2007	$	125,000	7.375	%	1-Jul-07	$	—	$	—	$	—	$	—	$	125,000	$	—
6.625% Notes due 2005	$	100,000	6.625	%	1-Mar-05	$	—	$	—	$	100,000	$	—	$	—	$	—
6.875% Notes due 2008	$	100,000	6.875	%	1-Mar-08	$	—	$	—	$	—	$	—	$	—	$	100,000
7.125% Notes due 2012	$	400,000	7.125	%	15-Jan-12	$	—	$	—	$	—	$	—	$	—	$	400,000
5.261% Notes due 2007	$	50,000	5.261	%	30-Nov-07	$	—	$	—	$	—	$	—	$	50,000	$	—
5.250% Notes due 2007*	$	175,000	5.250	%	30-Nov-07	$	—	$	—	$	—	$	—	$	175,000	$	—

* See Hedging Below

Unsecured Line of Credit

Lender	Available Commitment		Interest Rate		Maturity Date	Amount Outstanding Beginning of Year		Advances		Repayments		Amount Outstanding End of Period
JP Morgan Chase	$	500,000	L+.700	%	28-Jun-04	$	88,000	$	354,000	$	399,000	$	43,000

Hedging Instruments	Notional Amount		Terms	Maturity Date	Reset
Interest rate swap	$	150,000	6ML+2.72%	1-Jul-04	Arrears
Interest rate cap	$	97,000	1ML capped at 6.75%	1-Sep-04	Prompt
Interest rate swap	$	175,000	6ML+1.40%	30-Nov-07	Arrears

Bond Covenants	Actual		Requirement
Consolidated income available for debt service	2.93		> 1.50
Total indebtedness to total assets	43.7	%	<60	%
Total secured debt to total assets	10.7	%	<40	%
Unencumbered assets to unsecured indebtedness	230.6	%	>150	%

13

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Investment Balances

	Accounting Method	Percentage Ownership		Investment Balance as of Sept. 30, 2003 ($000)
Carr Office Park LLC	Equity	35	%	45,264
575 7th Street	Equity	30	%	23,223
1919 Pennsylvania Assoc.	Equity	49	%	16,701
10 UCP	Equity	20	%	13,451
1717 Pennsylvania1	Equity	50	%	8,899
1201 F Street	Equity	35	%	8,721
300 W. Sixth Street	Equity	20	%	6,170
Custer Court	Equity	49	%	2,932
AgilQuest	Cost	18	%	2,759
WCM JV	Equity	16	%	1,624
CC JM II	Equity	50	%	1,619
essention	Cost	19	%	1,217
				132,580

¹ On October 1, 2003, we acquired the 50% of this partnership that we did not own for approximately $34.0 million including $12.0 million of acquired debt.

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CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Unconsolidated Equity Investments

As of and for the nine months ended September 30, 2003

($ in thousands)	CC JM		1717 Penn4		Custer Court		1201 F St.		300 W. Sixth St.		Carr Office Park		WCM JV		1919 Assoc.		575 Seventh		10 UCP
Equity1	1,791		8,913		2,573		9,217		5,283		67,333		1,482		18,074		16,707		13,451
Loans Payable2	9,188		11,794		3,676		13,607		11,000		77,004		—		39,410		19,838		26,300
Percentage Ownership	50	%	50	%	49	%	35	%	20	%	35	%	16	%	49	%	30	%	20	%
Total revenue	3,976		5,892		980		8,480		7,957		53,502		1,097		13,304		405		6,816
Expenses
Operating expenses	1,180		2,401		688		2,885		3,633		19,568		173		4,420		151		2,504
Interest expense	990		1,178		330		2,049		1,849		11,772		—		4,456		29		1,142
Depreciation/amortization	869		1,612		396		1,996		2,709		14,755		465		2,198		111		1,421
Total expenses	3,039		5,191		1,414		6,930		8,191		46,095		638		11,074		291		5,067
Net income	937		701		(434	)	1,550		(234	)	7,407		459		2,230		114		1,749
CarrAmerica’s share of net
net income	469		351		(213	)	543		(47	)	2,592		73		1,093		34		350
Adjustments3	—		—		—		—		—		(285	)	—		—		—		—
Equity in earnings	469		351		(213	)	543		(47	)	2,307		73		1,093		34		350

¹ CarrAmerica’s share of the investee’s equity

² CarrAmerica’s percentage of investee’s debt

³ Adjustments made to investee’s net income for equity in earnings

⁴ See note on page 14.

15

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Current Summary of Portfolio Operating Properties As Of Sept. 30, 2003

	Net Rentable Area in Square Feet(1)	Percent Leased(2)		Number of Buildings
Consolidated Properties
EAST REGION
Downtown Washington, D.C.:
International Square	1,014,914	97.5	%	3
900 19th Street	101,215	96.4	%	1
2550 M Street	192,393	100.0	%	1
1730 Pennsylvania Avenue	229,292	98.7	%	1
1255 23rd Street	306,395	96.9	%	1
1747 Pennsylvania Avenue	151,997	100.0	%	1
1775 Pennsylvania Avenue	143,857	98.6	%	1
Suburban Washington, D.C.:
One Rock Spring Plaza	205,721	97.1	%	1
Sunrise Corporate Center	260,253	99.2	%	3
Reston Crossing East & West	327,788	100.0	%	2
TransPotomac V Plaza	97,006	98.1	%	1
Canal Center	492,001	84.9	%	4
Washington, D.C. Subtotal	3,522,832	96.4	%	20
Atlanta, GA:
Glenridge	63,494	91.3	%	1
Century Springs West	95,206	61.9	%	1
Holcomb Place	72,828	100.0	%	1
Midori	100,195	48.1	%	1
Parkwood	150,270	96.0	%	1
The Summit	179,085	79.9	%	1
Spalding Ridge	127,726	80.4	%	1
2400 Lake Park Drive	103,460	76.2	%	1
680 Engineering Drive	62,154	61.5	%	1
Embassy Row	465,835	77.9	%	3
Embassy 100, 500	190,470	100.0	%	2
Waterford Centre	83,170	51.9	%	1
The Forum	90,462	100.0	%	1
Atlanta Subtotal	1,784,355	80.3	%	16
East Region Subtotal:	5,307,187	91.0	%	36	26.1	%
PACIFIC REGION
Southern California,
Orange County/Los Angeles:
Scenic Business Park	138,076	85.8	%	4
Harbor Corporate Park	151,239	98.3	%	4
Warner Center	344,706	96.7	%	12
South Coast Executive Center	162,504	96.6	%	2
Warner Premier	61,210	94.0	%	1
Von Karman	104,375	100.0	%	1

16

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Current Summary of Portfolio Operating Properties As Of Sept. 30, 2003 (con’t)

	Net Rentable Area in Square Feet(1)	Percent Leased(2)		Number of Buildings
2600 W. Olive	144,831	100.0	%	1
Bay Technology Center	107,481	100.0	%	2
Pacific Corporate Plaza 1,2, & 3	124,119	100.0	%	3
Alton Deere Plaza	182,461	89.8	%	6
Westlake Spectrum	108,084	85.9	%	2
Orange County/Los Angeles Subtotal	1,629,086	95.3	%	38
Southern California,
San Diego:
Del Mar Corporate Plaza	123,142	53.5	%	2
Towne Center Technology Park 1, 2, 3	182,120	100.0	%	3
Lightspan	64,800	100.0	%	1
La Jolla Spectrum 1 & 2	156,653	100.0	%	2
Palomar Oaks Technology Park	170,357	83.1	%	6
Town Center Technology Park IV	105,358	100.0	%	1
Highlands Corporate Center	205,191	93.3	%	5
11119 Torrey Pines Road	76,701	100.0	%	1
Carroll Vista I & II	107,579	100.0	%	3
San Diego Subtotal	1,191,901	91.6	%	24
Northern California,
San Francisco Bay Area:
CarrAmerica Corporate Center	1,004,679	97.2	%	7
Valley Business Park I	67,784	91.4	%	2
Bayshore Centre 2	94,874	100.0	%	1
Rincon Centre	201,178	88.4	%	3
Valley Centre II	212,082	100.0	%	4
Valley Office Centre	68,881	91.9	%	2
Valley Centre	102,291	100.0	%	2
Valley Business Park II	166,928	88.9	%	6
Rio Robles	368,178	59.0	%	7
First Street Technology Center	67,582	0.0	%	1
Baytech Business Park	300,000	87.2	%	4
3571 North First Street	116,000	100.0	%	1
San Mateo Center I	73,240	28.2	%	1
Oakmead West Land A-G	425,981	100.0	%	7
San Mateo II & III	141,427	69.7	%	2
Hacienda West	207,224	97.0	%	2
Sunnyvale Technology Center	165,520	100.0	%	5
Clarify Corporate Center 1, 2, 3, 4	258,048	100.0	%	4
Valley Technology Center 1, 2, 3, 4, 5, 6 & 7	460,590	100.0	%	7
Golden Gateway Commons	276,370	88.9	%	3
Techmart Commerce Center	267,735	90.9	%	1
Fremont Technology Park 1, 2, 3	139,304	61.1	%	3
Mountain View Gateway Center	236,400	100.0	%	2

17

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Current Summary of Portfolio Operating Properties As Of Sept. 30, 2003 (con’t)

	Net Rentable Area in Square Feet(1)	Percent Leased(2)		Number of Buildings
Stanford Research Park	89,595	100.0	%	2
500 Forbes	155,685	100.0	%	1
San Francisco Subtotal	5,667,576	90.3	%	80
Portland, OR:
Sunset Corporate Park	132,531	60.0	%	3
Rock Creek Corp Center	142,662	100.0	%	3
Portland Subtotal	275,193	80.7	%	6
Seattle, WA:
Redmond East	396,497	90.4	%	10
Redmond Hilltop B & C	90,880	100.0	%	2
Canyon Park	316,667	99.1	%	6
Willow Creek	96,179	100.0	%	1
Willow Creek Corp. Center 1, 2, 3, 4, 5, & 6	328,537	10.6	%	6
Canyon Park Commons 1, 2, 4	176,846	100.0	%	3
Canyon Park Commons	95,290	100.0	%	1
Seattle Subtotal	1,500,896	77.7	%	29
Pacific Region Subtotal	10,264,652	89.2	%	177	50.6	%
CENTRAL REGION
Austin, TX:
City View Centre	137,185	76.7	%	3
City View Centre	128,716	100.0	%	1
Tower of the Hills	166,149	100.0	%	2
Austin Subtotal	432,050	92.6	%	6
Chicago, IL:
Parkway North I	249,259	31.5	%	1
Unisys	366,497	66.7	%	2
The Crossings	291,888	77.0	%	1
Bannockburn I & II	209,450	83.3	%	2
Bannockburn IV	108,801	93.0	%	1
Chicago Subtotal	1,225,895	67.2	%	7
Dallas, TX:
Cedar Maple Plaza	113,117	85.7	%	3
Quorum North	115,723	55.9	%	1
Quorum Place	178,684	74.6	%	1
Tollway Plaza 1, 2	359,903	96.9	%	2
Two Mission Park	77,593	73.8	%	1
5000 Quorum	161,338	72.8	%	1
Dallas Subtotal	1,006,358	81.3	%	9
Central Region Subtotal	2,664,303	76.7	%	22	13.1	%

18

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Current Summary of Portfolio Operating Properties As Of Sept. 30, 2003 (con’t)

	Net Rentable Area in Square Feet(1)	Percent Leased(2)		Number of Buildings
MOUNTAIN REGION
Denver, CO:
Harlequin Plaza	324,601	97.7	%	2
Quebec Court I	130,000	100.0	%	1
Quebec Court II	157,294	100.0	%	1
Quebec Centre	106,867	95.6	%	3
Dry Creek 2 & 3	185,957	84.9	%	2
Denver Subtotal	904,719	95.6	%	9
Phoenix, AZ:
Qwest Communications	532,506	100.0	%	4
Salt Lake City, UT:
Sorenson Research Park	281,264	90.8	%	5
Wasatch Corporate Center	178,231	79.3	%	3
Wasatch Corporate Center 18	49,566	62.1	%	1
Sorenson X	41,288	100.0	%	1
Creekside I & II	78,000	100.0	%	1
Salt Lake City Subtotal	628,349	87.0	%	11
Mountain Region Subtotal	2,065,574	94.1	%	24	10.2	%
TOTAL CONSOLIDATED PROPERTIES:	20,301,716			259	100.0	%
WEIGHTED AVERAGE @ Sept. 30, 2003		88.5	%

19

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Current Summary of Portfolio Operating Properties As Of Sept. 30, 2003

Property	Company’s Effective Property Ownership		Net Rentable Area in Square Feet(1)	Percent Leased(2)		Number of Buildings
Unconsolidated Properties
Washington, D.C.:
1919 Pennsylvania Avenue	49.0	%	328,667	98.2	%	1
2025 M Street	49.0	%	245,303	99.5	%	1
1201 F Street	35.0	%	226,922	99.6	%	1
Bond Building	15.0	%	162,182	100.0	%	1
1717 Pennsylvania Avenue	50.0	%	184,446	100.0	%	1
Booz-Allen & Hamilton Building	50.0	%	222,989	100.0	%	1
Portland, OR:
GM Call Center	16.2	%	103,279	100.0	%	1
Chicago Market Office:
Parkway 3, 4, 5, 6, 9, 10	35.0	%	774,900	82.6	%	6
Dallas Market Office:
Royal Ridge Phase II, A,B	35.0	%	505,677	97.6	%	4
Custer Court	49.0	%	120,838	62.4	%	1
Austin Market Office:
300 W. 6th Street	20.0	%	446,391	69.2	%	1
Riata Corporate	35.0	%	673,622	98.8	%	8
Riata Crossing	35.0	%	324,056	100.0	%	4
Denver Market Office:
Panorama I, II, III, V, VIII, X	35.0	%	664,050	97.9	%	6
Orange County/Los Angeles Market Office:
10UCP	20.0	%	774,364	80.6	%	1
TOTAL UNCONSOLIDATED PROPERTIES:			5,757,686			38
WEIGHTED AVERAGE @ Sept. 30, 2003				91.2	%
ALL OPERATING PROPERTIES
TOTAL:			26,059,402			297
WEIGHTED AVERAGE @ Sept. 30, 2003				89.1	%

⁽¹⁾ Includes office, retail and parking space but excludes storage space.

⁽²⁾ Includes space for leases that have been executed and have commenced as of Sept. 30, 2003.

20

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Lease Rollover Schedule—Stabilized Properties

Region/Market	Sq. Feet	Current Occupancy		YTD Avg/ Occupancy		Vacant Sq. Feet	2003	2004	2005	2006	2007	2008	2009	2010	2011	2012	2013 & Thereafter
PACIFIC REGION
San Francisco Bay Area	5,667,576	90.3	%	91.4	%	548,831	252,777	606,357	633,555	948,729	586,350	889,533	409,331	183,653	—	307,756	300,704
Orange County/Los Angeles	1,629,086	95.3	%	89.4	%	76,641	62,030	253,976	119,739	319,240	276,997	298,408	38,363	25,428	82,405	30,402	45,457
Seattle	1,500,896	77.7	%	86.3	%	334,469	10,803	172,888	329,719	112,461	49,779	81,821	333,264	—	—	—	75,692
San Diego	1,191,901	91.6	%	95.2	%	99,850	168,711	161,274	72,130	163,757	30,542	9,170	97,969	24,126	—	287,478	76,894
Portland	275,193	80.7	%	80.7	%	53,069	9,703	31,497	14,390	—	122,127	—	—	44,407	—	—	—
MOUNTAIN REGION
Denver	904,719	95.5	%	93.5	%	40,277	23,494	60,603	179,693	153,654	10,924	368,159	35,124	—	—	—	32,791
Phoenix	532,506	100.0	%	100.0	%	—	—	—	—	—	532,506	—	—	—	—	—	—
Salt Lake City	628,349	87.0	%	85.0	%	81,584	23,055	155,581	64,174	92,999	142,751	21,300	—	—	—	28,814	18,091.00
CENTRAL REGION
Chicago	1,225,895	67.2	%	72.8	%	402,378	21,114	169,495	87,738	56,459	74,962	165,525	16,760	54,579	75,750	21,082	80,053
Dallas	1,006,358	81.3	%	85.8	%	187,730	64,944	135,041	92,264	59,886	138,015	166,959	130,195	4,278	6,589	—	20,457
Austin	432,050	92.6	%	90.3	%	31,964	1,874	278,995	11,882	20,050	51,541	—	27,036	—	—	—	8,708
EAST REGION
Washington, DC
Downtown Properties	2,140,063	98.0	%	97.9	%	43,238	10,790	67,029	187,812	374,622	279,220	217,446	86,474	39,911	3,528	239,237	590,756
Suburban Properties	1,382,769	93.9	%	95.2	%	84,147	29,943	113,500	275,230	76,099	148,662	66,631	377,620	95,761	67,901	47,275	—
Atlanta	1,784,355	80.2	%	82.8	%	352,494	103,310	172,279	103,824	64,371	181,376	65,704	187,804	142,722	211,125	64,835	134,511
Total	20,301,716	88.5	%	88.9	%	2,336,672	782,548	2,378,515	2,172,150	2,442,327	2,625,752	2,350,656	1,739,940	614,865	447,298	1,026,879	1,384,114

21

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Rent Rollover Schedule—Stabilized Properties

Region/Market	2003		2004		2005		2006		2007		2008		2009		2010		2011		2012		2013 & Thereafter
PACIFIC REGION
San Francisco Bay Area	$	4,174,468	$	14,712,713	$	22,726,775	$	24,091,860	$	8,745,045	$	16,110,282	$	8,292,898	$	6,078,057	$	—	$	7,893,580	$	9,825,214
Orange County/Los Angeles		1,238,052		5,988,603		3,045,401		8,040,760		5,074,741		5,876,022		357,609		487,566		1,913,647		729,648		907,360
Seattle		182,279		2,406,399		5,232,353		1,452,033		660,857		1,158,686		5,305,053		—		—		—		1,135,380
San Diego		2,391,869		3,669,453		2,399,037		3,700,401		571,535		210,000		3,208,836		1,182,437		—		5,318,062		3,328,335
Portland		91,908		625,792		215,807		—		2,680,688		—		—		608,496		—		—		—
MOUNTAIN REGION
Denver		379,919		1,133,789		3,282,663		2,729,995		189,665		6,287,405		507,117		—		—		—		476,568
Phoenix		—		—		—		—		10,253,938		—		—		—		—		—		—
Salt Lake City		320,276		2,359,197		1,101,397		1,175,431		1,899,314		302,460		—		—		—		473,414		267,780
CENTRAL REGION
Chicago		394,172		3,290,102		1,434,480		858,951		1,326,738		2,654,482		295,123		936,277		1,174,853		339,836		843,593
Dallas		1,306,072		2,912,458		2,024,674		1,210,441		2,521,490		3,469,209		1,598,851		89,838		158,136		—		—
Austin		40,149		4,753,428		217,753		365,526		644,852		—		477,996		—		—		—		—
EAST REGION
Washington, DC
Downtown Properties		359,873		2,239,048		3,823,273		12,116,174		8,911,341		7,797,971		2,919,077		1,299,383		135,683		8,327,997		30,726,723
Suburban Properties		810,319		3,034,265		6,934,206		2,344,728		4,382,578		1,486,040		8,305,237		2,756,824		1,945,257		1,377,286		—
Atlanta		1,939,236		3,396,666		1,896,218		1,316,428		3,397,639		112,731		2,928,673		2,089,538		3,819,296		1,405,623		2,475,918
Total	$	13,628,592	$	50,521,913	$	54,334,037	$	59,402,728	$	51,260,421	$	45,465,288	$	34,196,470	$	15,528,416	$	9,146,872	$	25,865,446	$	49,986,871

Note: Represents rent rollover of minimum annualized base rent.

22

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Operating Portfolio Lease Economics

	3rd Quarter 2003
Market	Total Executed Sq. Ft.	New GAAP Rental Rate	Prior GAAP Rental Rate	% Change In GAAP Rental Rate		Ave. Lease Term in Years	Lease Commissions Per Sq. Ft.	Tenant Improvements Per Sq. Ft.	Total T/I’s and L/C’s Per Sq. Ft.
Atlanta	47,144	17.64	18.83	-6.32	%	6.84	4.93	10.33	15.26
Austin	10,001	18.53	20.93	-11.46	%	4.09	2.10	8.90	11.00
Chicago	72,717	18.42	26.09	-29.41	%	6.11	5.83	17.11	22.94
Dallas	38,431	14.62	22.09	-33.81	%	3.49	1.96	7.49	9.45
Denver	56,295	14.75	19.10	-22.75	%	8.48	8.49	25.65	34.14
Los Angeles/Orange County	194,705	19.50	20.84	-6.45	%	3.55	1.03	4.48	5.51
Portland	—	—	—	—		—	—	—	—
Salt Lake City	1,908	14.38	17.32	-16.97	%	4.25	4.28	11.74	16.02
San Diego	54,287	28.34	29.28	-3.22	%	5.43	8.58	7.52	16.10
San Francisco Bay	321,715	27.13	24.77	9.56	%	5.49	4.18	2.01	6.19
Seattle	70,837	15.73	21.65	-27.33	%	3.37	0.21	0.85	1.06
Suburban Washington DC	15,234	31.33	29.17	7.40	%	5.00	2.53	—	2.53
Downtown Washington DC	4,478	37.06	34.29	8.08	%	5.09	—	15.00	15.00
Total	887,752	22.60	23.64	-4.40	%	5.09	3.72	6.34	10.06
	3rd Quarter 2002
Market	Total Executed Sq. Ft.	New GAAP Rental Rate	Prior GAAP Rental Rate	% Change In GAAP Rental Rate		Ave. Lease Term in Years	Lease Commissions Per Sq. Ft.	Tenant Improvements Per Sq. Ft.	Total T/I’s and L/C’s Per Sq. Ft.
Atlanta	141,413	16.40	21.85	-24.98	%	6.09	4.16	19.98	24.14
Austin	1,726	8.91	27.28	-67.34	%	5.34	3.98	7.98	11.96
Chicago	59,582	23.32	25.01	-6.74	%	3.71	3.89	10.24	14.13
Dallas	32,105	16.32	19.93	-18.12	%	4.57	4.81	12.00	16.81
Denver	11,118	15.47	25.17	-38.54	%	4.74	1.04	2.01	3.05
Los Angeles/Orange County	96,055	22.38	26.71	-16.22	%	4.86	3.97	6.37	10.34
Portland	6,909	17.16	18.16	-5.51	%	1.00	—	—	—
Salt Lake City	36,962	20.91	19.98	4.67	%	2.75	1.16	3.85	5.01
San Diego	31,480	25.71	24.36	5.54	%	1.71	1.59	1.77	3.36
San Francisco Bay	127,937	19.86	29.86	-33.49	%	3.59	3.98	7.35	11.33
Seattle	8,694	21.78	23.41	-6.96	%	1.70	—	—	—
Suburban Washington DC	5,998	30.23	31.60	-4.32	%	3.58	3.40	21.58	24.98
Downtown Washington DC	3,234	30.78	36.20	-14.97	%	1.27	1.26	—	1.26
Total	563,213	19.86	24.80	-19.89	%	4.30	3.56	10.18	13.74

23

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Operating Portfolio Lease Economics

	2003 Year-to-Date
Market	Total Executed Sq. Ft.	New GAAP Rental Rate	Prior GAAP Rental Rate	% Change In GAAP Rental Rate		Ave. Lease Term in Years	Lease Commissions Per Sq. Ft.	Tenant Improvements Per Sq. Ft.	Total T/I’s and L/C’s Per Sq. Ft.
Atlanta	152,979	18.10	20.11	-9.99	%	4.83	3.12	7.63	10.75
Austin	26,410	18.08	23.74	-23.85	%	5.29	3.59	6.67	10.26
Chicago	281,564	22.49	25.59	-12.12	%	6.80	6.42	14.83	21.25
Dallas	159,089	17.30	22.78	-24.03	%	4.49	2.86	10.35	13.21
Denver	68,461	15.53	18.70	-16.99	%	7.73	7.17	21.84	29.01
Los Angeles/Orange County	402,200	19.90	22.16	-10.21	%	4.82	3.44	12.74	16.18
Portland	—	—	—	—		—	—	—	—
Salt Lake City	67,546	13.02	15.07	-13.60	%	6.10	4.73	8.88	13.61
San Diego	83,054	29.24	31.21	-6.31	%	4.83	7.24	9.00	16.24
San Francisco Bay	731,533	22.32	29.13	-23.36	%	5.61	5.86	11.46	17.32
Seattle	122,028	17.94	22.04	-18.60	%	4.01	0.12	3.11	3.23
Suburban Washington DC	31,359	30.68	27.87	10.08	%	4.41	2.12	2.49	4.61
Downtown Washington DC	456,314	46.13	42.91	7.50	%	14.92	15.63	58.45	74.08
Total	2,582,537	26.01	28.88	-9.95	%	7.10	6.63	19.61	26.24
	2002 Year-to-Date
Market	Total Executed Sq. Ft.	New GAAP Rental Rate	Prior GAAP Rental Rate	% Change In GAAP Rental Rate		Ave. Lease Term in Years	Lease Commissions Per Sq. Ft.	Tenant Improvements Per Sq. Ft.	Total T/I’s and L/C’s Per Sq. Ft.
Atlanta	289,173	18.39	21.39	-14.03	%	5.42	2.71	11.33	14.04
Austin	47,713	22.65	23.05	-1.72	%	5.01	4.55	18.16	22.71
Chicago	156,735	21.93	24.96	-12.12	%	4.35	3.90	6.03	9.93
Dallas	81,654	18.75	21.40	-12.37	%	3.99	4.38	7.98	12.36
Denver	181,299	16.49	19.17	-14.02	%	5.23	2.89	10.95	13.84
Los Angeles/Orange County	225,894	23.30	26.18	-11.00	%	6.57	5.59	15.68	21.27
Portland	20,818	17.49	19.26	-9.22	%	2.04	—	—	—
Salt Lake City	87,587	19.52	16.80	16.19	%	2.32	0.49	1.62	2.11
San Diego	73,579	26.34	24.44	7.78	%	2.74	3.30	7.40	10.70
San Francisco Bay	463,594	23.67	28.01	-15.52	%	3.94	4.80	6.33	11.13
Seattle	12,148	22.44	23.68	-5.26	%	2.28	—	—	—
Suburban Washington DC	5,998	30.23	31.60	-4.32	%	3.58	3.40	21.58	24.98
Downtown Washington DC	17,790	38.69	34.21	13.09	%	6.60	5.58	26.08	31.66
Total	1,663,982	21.41	23.96	-10.67	%	4.62	3.84	9.30	13.14

24

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

25 Largest Tenants—Based on Annualized Base Rent

Tenant	Percentage of Portfolio Annualized Rent		Square Feet	Percentage of Occupied Square Feet
International Monetary Fund	4.10	%	501,068	2.39	%
Qwest Communications	2.44	%	532,506	2.54	%
AT&T	2.12	%	538,979	2.57	%
Peoplesoft, Inc.	2.04	%	215,323	1.03	%
Nextel Communications, Inc.	1.84	%	377,452	1.80	%
Nortel Networks, Inc.	1.80	%	258,048	1.23	%
Cell Genesys	1.56	%	155,685	0.74	%
Patton Boggs, L.L.P.	1.53	%	190,975	0.91	%
Sun Microsystems, Inc.	1.52	%	239,608	1.14	%
Citicorp	1.36	%	222,651	1.06	%
Applied Materials, Inc.	1.28	%	223,326	1.06	%
Merrill Lynch	1.26	%	127,736	0.61	%
Gateway, Inc.	1.26	%	287,478	1.37	%
Software AG of North America	1.21	%	209,521	1.00	%
Proxim, Inc.	1.19	%	202,655	0.97	%
Lattice Semiconductor Corp.	1.18	%	216,650	1.03	%
Federal Deposit Insurance Corp	0.97	%	121,793	0.58	%
Safeway Inc.	0.93	%	145,350	0.69	%
King & Spalding	0.84	%	88,655	0.42	%
Pacific Bell Mobile Services	0.81	%	139,489	0.66	%
KPMG, LLP	0.79	%	135,558	0.65	%
The Scripps Research Institute	0.79	%	76,894	0.37	%
Boston Scientific	0.76	%	212,082	1.01	%
Chronicle of Higher Education	0.73	%	90,416	0.43	%
Unisys Corp.	0.70	%	165,688	0.79	%
TOTAL	35.01	%	5,675,586	27.05	%

25

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Current Development Activity by Market

Wholly Owned Property Under Construction @ Sept. 30, 2003	Start Date	Estimated Construction Completion Date	In Place Dev Costs	Cost of Units Sold	Estimated Remaining Costs to Complete	Total Projected Investment
Washington, DC
675 E Street1	4Q01	3Q03	12,988	665	6,701	20,354

¹ 675 E Street is a residential project with units for sale. There is no rentable square footage or yield based on income associated with this project.

Partially Owned Property Under Construction @ Sept. 30, 2003 2

% Ownership

Square Feet

Start Date

Estimated Construction Completion Date

Estimated Stabilization Date

In Place Dev Costs

Estimated Remaining Costs to Complete

Total Projected Investment

Estimated Stabilized Return

% Currently Leased or Committed

Washington, DC

575 7th Street

30

%

476,352

3Q01

3Q03

3Q04

126,617

32,421

159,038

10.5

%

52.7

%

² Project yields represent Carr’s yields, exclusive of fees.

Note: Estimated construction completion date based on substantial completion of the core and shell building.

26

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Land Held for Future Development

Region/Property	Market	Acres	Buildable Office Square Feet
Wholly Owned Land
Pacific Region
Canyon Pointe A-B	Seattle, WA	10	173,760
LaJolla Commons	San Diego, CA	2	45,000
Sunset Corporate	Portland, OR	12	124,800
Subtotal		24	343,560
Mountain Region
Dry Creek Corporate Center	Denver, CO	80	748,000
Sorenson Research Park XI	Salt Lake City, UT	6	80,238
Wasatch 16	Salt Lake City, UT	5	80,238
Creekside 2 owned	Salt Lake City, UT	6	78,000
Creekside 3 optioned	Salt Lake City, UT	6	78,452
Subtotal		103	1,064,928
Central Region
Tollway Plaza III	Dallas, TX	4	134,400
Royal Ridge IV & V	Dallas, TX	29	417,000
Subtotal		33	551,400
Eastern Region
Peninsula Corporate Center 1-21	Boca Raton, FL	19	221,350
Total		179	2,181,238
Partially Owned Land
Mountain Region
Panorama IV	Denver, CO	7	136,850
Panorama VI	Denver, CO	9	129,898
Panorama VII	Denver, CO	6	100,000
Panorama IX	Denver, CO	6	125,490
Subtotal		28	492,238
Central Region
Riata 1	Austin, TX	4	61,585
Riata Crossing 4	Austin, TX	5	79,780
Riata Crossing 6	Austin, TX	8	49,702
Seven/Eight Parkway North	Chicago, IL	11	250,567
Royal Ridge Bldgs 4-6	Dallas, TX	16	316,786
Royal Ridge Bldg 8	Dallas, TX	6	132,709
		50	891,129
Total		78	1,383,367
Total All Land Held for Future Development or Sale		257	3,564,605

¹ Property currently held for sale

27

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Key Quarterly Financial Data—Reconciliation of Non-GAAP Financial Measures

Reconciliation of Diluted Funds from Operations to Net Income

	Quarter Ended
(In thousands)	9/30/03			6/30/03			3/31/03			12/31/02			9/30/02
Net income	$	23,987		$	16,829		$	18,971		$	23,501		$	48,119
Depreciation and amortization		34,658			35,653			33,343			35,745			32,331
Minority interest		2,283			2,366			2,796			2,329			(36	)
Gain on sale of property		(120	)		(3,531	)		277			(5,270	)		(7,042	)
Gain on sale of discontinued operations		(10,035	)		—			—			—			(19,085	)
Preferred stock dividends and dividends on unvested restricted stock		(4,507	)		(4,311	)		(7,005	)		(5,765	)		(11,094	)
Diluted funds from operations1	$	46,266		$	47,006		$	48,382		$	50,540		$	43,193

¹ FFO is a widely used measure of operating performance for real estate companies. We provide FFO as a supplement to net income calculated in accordance with GAAP. Although FFO is a widely used measure of operating performance for equity REITs, FFO does not represent net income calculated in accordance with GAAP. As such, it should not be considered an alternative to net income as an indication of our operating performance. In addition, FFO does not represent cash generated from operating activities in accordance with GAAP, nor does it represent cash available to pay distributions and should not be considered as an alternative to cash flow from operating activities, determined in accordance with GAAP as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions. We believe that FFO is helpful to investors as a measure of our performance because it excludes various items included in net income that do not relate to or are not indicative of our operating performance, such as gains and losses on sales of real estate and real estate related depreciation and amortization, which can make periodic analyses of operating performance more difficult to compare. Our management believes, however, that FFO, by excluding such items, which can vary among owners of similar assets in similar condition based on historical cost accounting and useful life estimates, can help compare the operating performance of a company’s real estate between periods or as compared to different companies. Our FFO may not be comparable to FFO reported by other REITs.

Reconciliation of Diluted Funds from Operations per Share to Diluted Earnings per Share

	Quarter Ended
	9/30/03			6/30/03			3/31/03			12/31/02			9/30/02
Diluted net income per share	$	0.37		$	0.24		$	0.23		$	0.34		$	0.69
Add: Depreciation and amortization		0.60			0.62			0.64			0.67			0.60
Less: Gain on sale of property		—			(0.06	)		—			(0.10	)		(0.13	)
Minority interest adjustment		0.04			0.07			0.05			0.04			—
Gain on sale of discontinued operations		(0.17	)		—			—			—			(0.36	)
Adjustment for share difference2		(0.05	)		(0.06	)		(0.08	)		(0.08	)		—
Diluted funds from operations per share1	$	0.79		$	0.81		$	0.84		$	0.87		$	0.80

¹ Funds from operations is defined as net income, excluding gains on sales of property, plus depreciation and amortization of assets and after adjustments for unconsolidated partnerships and joint venture. Diluted funds from operations is computed as FFO attributable to common shareholders adjusted to reflect all operating partnership units as if they were converted to common shares for any period in which they are not antidilutive.

² Operating partnership units are considered to be converted to common shares for any period in which they are not antidilutive. Diluted FFO per share may include operating partnership units in periods which operating partnership units are antidilutive for EPS purposes.

28

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Key Quarterly Financial Data—Reconciliation of Non-GAAP Financial Measures (con’t)

Reconciliation of EBITDA to Net Income

	Quarter Ended
(In thousands)	9/30/03			6/30/03			3/31/03			12/31/02			9/30/02
EBITDA	$	76,180		$	78,405		$	80,123		$	82,167		$	81,630
Add: Gain (loss) on sale of assets		10,155			3,522			(277	)		5,270			26,129
Less: Interest		(25,880	)		(26,035	)		(25,873	)		(25,445	)		(24,456	)
Taxes		(63	)		(120	)		(252	)		(57	)		(106	)
Depreciation and amortization		(32,978	)		(33,549	)		(31,674	)		(34,082	)		(29,965	)
Impairment losses		—			(2,701	)		—			(1,171	)		—
Minority interest		(2,616	)		(2,693	)		(3,076	)		(2,681	)		(5,113	)
essention investment impairment		—			—			—			(500	)		—
HQ lease guarantees		(811	)		—			—			—			—
Net income	$	23,987		$	16,829		$	18,971		$	23,501		$	48,119

EBITDA is a non-GAAP financial measure and we believe it is helpful to investors due to the significance of our long-lived assets. This data should not be considered as an alternative to net income, operating profit, cash flow from operations or any other operating or liquidity performance measure prescribed by GAAP. In addition, we may calculate EBITDA differently from other companies and our EBITDA may not be comparable to similarly titled measures reported by other companies. Interest expense, depreciation and amortization, taxes, impairment losses, minority interests, net gain on sales of real estate and preferred dividends are not reflected in the presentation of EBITDA. We caution investors that these excluded items are significant components in understanding and assessing our financial performance.

Secured Property Net Operating Income/EBITDA

	Quarter Ended
(In thousands except ratio)	9/30/03			6/30/03			3/31/03			12/31/02			9/30/02
Secured Property NOI	$	17,770		$	19,355		$	19,243		$	20,035		$	25,556
Total EBITDA		76,180			78,405			80,123			82,167			81,630
Secured Property NOI/Total EBITDA		23.3	%		24.7	%		24.0	%		24.4	%		31.3	%

Secured property NOI is computed as rental revenue less property operating expenses and real estate taxes from only those properties with mortgage debt.

See the table above for reconciliation of EBITDA to net income.

	Quarter Ended
	9/30/03			6/30/03			3/31/03			12/31/02			9/30/02
Calculation of Diluted FFO Payout Ratio
Dividends per share	$	0.50		$	0.50		$	0.50		$	0.50		$	0.50
FFO per diluted share		0.79			0.81			0.84			0.87			0.80
Diluted FFO Payout Ratio		63.3	%		61.7	%		59.5	%		57.5	%		62.5	%
Calculation of EPS Payout Ratio
Dividends per share	$	0.50		$	0.50		$	0.50		$	0.50		$	0.50
EPS per diluted share		0.37			0.24			0.23			0.34			0.69
EPS Payout Ratio		135.1	%		208.3	%		217.4	%		147.1	%		72.5	%

As a real estate investment trust, the Company is required to payout 90% of its taxable income to shareholders.

Diluted FFO Payout Ratio is computed as dividends per share divided by diluted FFO per share. EPS Payout Ratio is computed as dividends per share divided by EPS.

Refer to table on page 28 for reconciliation of diluted FFO per share to EPS.

29

CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES

Key Quarterly Financial Data—Reconciliation of Non-GAAP Financial Measures (con’t)

Reconciliation of Property Net Operating Income to Net Income

	Quarter Ended
(In thousands)	9/30/03			6/30/03			3/31/03			12/31/02			9/30/02
Property net operating income	$	77,697		$	79,218		$	82,832		$	84,992		$	83,274
Less: Interest expense		(25,880	)		(26,035	)		(25,873	)		(25,445	)		(24,456	)
General and administrative		(10,028	)		(10,657	)		(10,286	)		(12,305	)		(10,227	)
Depreciation and amortization		(32,978	)		(33,549	)		(31,502	)		(33,892	)		(29,808	)
Income taxes		(63	)		(120	)		(252	)		(57	)		(106	)
Minority interest		(2,616	)		(2,693	)		(3,076	)		(2,681	)		(5,113	)
Add: Real estate service revenue		6,518			7,478			5,555			7,363			5,560
Gain (loss) on sale of assets and other provisions, net		120			821			(277	)		4,099			7,042
Other income		865			1,951			1,425			1,267			1,852
Discontinued operations		10,352			415			425			160			20,101
Net income	$	23,987		$	16,829		$	18,971		$	23,501		$	48,119

Computation of Fixed Charge Coverage Ratio

	Quarter Ended
(In thousands, except for ratios)	9/30/03		6/30/03		3/31/03		12/31/02		9/30/02
Amortizing principal payments	$	3,853	$	3,852	$	3,881	$	3,570	$	3,735
Preferred stock dividends		4,370		4,273		5,225		6,017		6,973
Interest expense		25,880		26,035		25,873		25,445		24,456
Fixed charges including capitalized interest		34,103		34,160		34,979		35,032		35,164
Less: Capitalized interest		460		409		424		788		580
Fixed charges excluding capitalized interest	$	34,563	$	34,569	$	35,403	$	35,820	$	35,744
EBITDA	$	76,180	$	78,405	$	80,123	$	82,167	$	81,630
Fixed charge coverage including capitalized interest		2.23		2.30		2.29		2.35		2.32
Fixed charge coverage excluding capitalized interest		2.20		2.27		2.26		2.29		2.28

Computation of Interest Coverage Ratio

	Quarter Ended
(In thousands, except for ratios)	9/30/03		6/30/03		3/31/03		12/31/02		9/30/02
Interest expense	$	25,880	$	26,035	$	25,873	$	25,445	$	24,456
Less: Capitalized interest		460		409		424		788		580
Interest expense excluding capitalized interest	$	26,340	$	26,444	$	26,297	$	26,233	$	25,036
EBITDA	$	76,180	$	78,405	$	80,123	$	82,167	$	81,630
Interest coverage including capitalized interest		2.94		3.01		3.10		3.23		3.34
Interest coverage excluding capitalized interest		2.89		2.96		3.05		3.13		3.26

30

EX-99.2

Immediate	Karen Widmayer: Media Contact
	(202) 729-1789
	karen.widmayer@carramerica.com
	Stephen Walsh: Analyst Contact
	(202) 729-1764
	stephen.walsh@carramerica.com

CARRAMERICA ANNOUNCES THIRD QUARTER FINANCIAL RESULTS

Washington D.C. – November 5, 2003 – CarrAmerica Realty Corporation today reported third quarter 2003 diluted earnings per share of $0.37 on net income of $24.0 million, compared to diluted earnings per share of $0.69 on net income of $48.1 million for the third quarter of 2002. For the first nine months of 2003, diluted earnings per share were $0.84 on net income of $59.8 million, compared to diluted earnings per share of $1.06 on net income of $85.8 million for the first nine months of 2002.

For the third quarter of 2003, diluted Funds from Operations available to common shareholders (Diluted FFO) were $46.3 million or $0.79 per share compared to $43.2 million or $0.80 per share for the third quarter of 2002. Diluted FFO for the nine months ended September 30, 2003 was $141.9 million or $2.45 per share, compared to $125.4 million or $2.33 per share in 2002. Excluding the impact of the HQ Global Workplaces, Inc. (HQ Global) lease guarantee charges, impairment losses on real estate and the impact of preferred stock redemptions (which are more fully described below), Diluted FFO per share for the third quarter of 2003 would have been $0.81 versus $0.87 in 2002 and for the nine months ended September 30, 2003 would have been $2.55 versus $2.59 in 2002.

The following contributed to either increases or decreases in either earnings per share or net income:

– Discontinued operations: income of $0.3 million ($0.01 per diluted share) and $1.0 million ($0.02 per diluted share) for the three months ended September 30, 2003 and 2002, respectively, and $1.2 million ($0.02 per diluted share) and $5.1 million ($0.10 per diluted share) for the nine months ended September 30, 2003 and 2002, respectively.

-CONTINUED-

CarrAmerica Release of November 5, 2003

Page Two

– Gain on sale of discontinued operations: $10.0 million ($0.19 per diluted share) and $19.1 million ($0.36 per diluted share) for the three months ended September 30, 2003 and 2002, respectively. The per diluted share impact for the nine months ended September 30, 2003 and 2002 was $0.19 and $0.35, respectively.

– Impairment losses on real estate: charges of $(2.7) million ($(0.05) per diluted share) and $(1.3) million ($(0.02) per diluted share) for the nine months ended September 30, 2003 and 2002, respectively.

– HQ Global lease guarantees: charges of $(0.8) million ($(0.02) per diluted share) for the three and nine months ended September 30, 2003 and $(8.7) million ($(0.16) per diluted share) for the nine months ended September 30, 2002.

– Issuance costs associated with preferred stock redemption (per share impact only): Reduction of $(0.03) per diluted share for the nine months ended September 30, 2003 and $(0.07) per diluted share and $(0.08) per diluted share for the three and nine months ended September 30, 2002. These costs impact diluted earnings per share but do not impact net income for any period.

CarrAmerica President and COO, Philip L. Hawkins, said, “Real estate markets remain soft but we are beginning to see early signs of recovery.” Mr. Hawkins continued, “The third quarter brought us some increased demand in many of our markets but with high vacancy rates in most of these markets, we expect that operating conditions will remain extremely competitive through at least 2004.”

Portfolio Report

Occupancy for stabilized properties was 88.5% at September 30, 2003, down from 88.9% at June 30, 2003 and down from 92.1% at September 30, 2002. Same store portfolio operating income for the third quarter of 2003 decreased 10.9% on a GAAP basis over the same period in 2002. Adjusting for termination fees, same store operating income for the third quarter of 2003 decreased by 9.6%. The average occupancy rate for same store properties was 88.5% in the third quarter of 2003 as compared to 92.4% for third quarter 2002.

Rental rates decreased 10.0% on average on the rolling leases executed during the nine-month period ended September 30, 2003.

For the third quarter, rental rates decreased 4.4% on average on the rolling leases executed during the quarter.

Acquisitions

During the third quarter, CarrAmerica completed the acquisition of 500 Forbes Boulevard, a two-story, 156,000 square foot office and biotech facility in South San Francisco for $51.0 million in cash.

-CONTINUED-

CarrAmerica Release of November 5, 2003

Page Three

Also in the third quarter, CarrAmerica completed the acquisition of two acres of land for $2.5 million in La Jolla Commons, a high-end, mixed-use, master-planned development in University Town Centre, a submarket of San Diego, California. CarrAmerica expects to develop a 45,000 square foot scientific research building on the Nexus Center Drive site.

Subsequent to the end of the third quarter, CarrAmerica acquired the remaining 50% interest in 1717 Pennsylvania Avenue in Washington, D.C. from its partner for $34.0 million, including the assumption of approximately $12 million in existing mortgage debt. This purchase brings CarrAmerica’s interest in the property to 100%.

CarrAmerica, through a joint venture, is also under contract to buy a 475,000 square foot building in the Century City submarket of Los Angeles for a total of $119.0 million, with CarrAmerica taking a 35% position in the project. CarrAmerica, through a service affiliate, will provide property management services for the building. The acquisition is expected to close in the fourth quarter, subject to normal closing conditions.

Dispositions

During the third quarter, CarrAmerica sold three buildings totaling 265,802 square feet. Two of the buildings were located in Orange County, California and one of the buildings was located in Atlanta. The aggregate sale prices for the three assets was $29.8 million. These sales resulted in a net gain to CarrAmerica of approximately $10 million.

In addition, CarrAmerica has a 95,000 square foot building in Atlanta under contract for sale for $7.2 million. The sale is expected to close in the fourth quarter, subject to normal closing conditions and is expected to result in a small gain to CarrAmerica.

Development Update

During the third quarter, CarrAmerica, through its service affiliates CarrAmerica Urban Development, LLC and CarrAmerica Real Estate Services, LLC, entered into agreements with Douglas Development Corporation, an unaffiliated company, to develop, lease and manage 170,000 square feet of office and retail space at 1199 F Street in downtown Washington D.C. In addition, CarrAmerica will provide mezzanine financing for the project.

CarrAmerica owns a 30% interest in a 477,000 square foot office development, Terrell Place, in Washington, D.C. The total cost of this project, which was substantially completed in the third quarter of 2003, is expected to be $159.0 million, of which $126.6 million had been invested as of September 30, 2003. CarrAmerica’s share of the total project costs for this development is expected to be approximately $47.7 million, of which $38.0 million had been expended as of September 30, 2003. This project is

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CarrAmerica Release of November 5, 2003

Page Four

currently 52.7% leased or committed, including a 243,791 square foot lease with the law firm of VenableLLP. The stabilized year-one unleveraged return on CarrAmerica’s invested capital (exclusive of fees) is expected to be approximately 10.5%.

CarrAmerica has one residential condominium project under construction with expected total project costs of $20.4 million, of which $13.7 million had been invested as of September 30, 2003. The project is located adjacent to the Terrell Place project in Washington, D.C. Each of the 29 residential condominium units is currently under contract or has been sold.

Capital Markets Transactions

On September 25, 2003, the company completed the sale of 8,050,000 shares of its 7.50% Series E Cumulative Redeemable Preferred Stock. The offering resulted in net proceeds to the company of approximately $195.1 million. The proceeds from the offering were used to redeem all of the company’s remaining outstanding Series B Cumulative Redeemable Preferred Stock and its Series C and Series D Depositary Shares representing its Series C and Series D Cumulative Redeemable Preferred Stock, respectively. The redemption date was October 12, 2003 for all outstanding shares. The total cost to the company of the redemptions was approximately $196.3 million, excluding any accrued but unpaid dividends on the redeemed shares through the date of redemption.

CarrAmerica Earnings Estimates

On Thursday, November 6, CarrAmerica management will discuss earnings guidance for the remainder of 2003 and for 2004. Based on management’s view of current market conditions and certain assumptions with regard to rental rates and other projections, an expected range of diluted earnings per share of $0.84 – $0.88 and Diluted FFO per share of $3.09 – $3.13 for 2003 will be discussed. Excluding the impact of impairment losses on real estate and the redemption of our preferred stock, our projected diluted earnings per share and Diluted FFO per share would have been $1.04 – $1.08 and $3.27 – $3.31 for 2003. Projections for the fourth quarter and full year 2003 include one additional property disposition expected to occur in the fourth quarter with a small gain and the acquisition of a joint venture interest in one property, discussed earlier. Fourth quarter 2003 diluted earnings per share and Diluted FFO are projected to be $0.00 – $0.04 and $0.64 to $0.68, respectively, including impact from preferred stock redemptions. Excluding the impact of the preferred stock redemptions, diluted earnings per share and Diluted FFO per share for the fourth quarter are projected to be $0.12 – $0.16 and $0.75 – $0.79, respectively. Diluted earnings per share of $0.61 – $0.81 and Diluted FFO per share of $3.00 – $3.20 for 2004 will be discussed. The projections for full year 2003 and 2004 are based in part on the following assumptions:

	2003	2004
Average Office Portfolio Occupancy	89% – 91%	87% – 90%
Real Estate Service Revenue	$24 – $25 million	$20 – $23 million
General and Administrative Expense	$41 – $43 million	$39 – $41 million

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CarrAmerica Release of November 5, 2003

Page Five

The 2004 estimate includes average net property additions of $50.0 million. By definition, Diluted FFO excludes gains or losses on the disposition of properties. The 2003 projections above include the impact of the redemption of our preferred stock and the 2003 and 2004 projections include the impact of recent changes to the definition of FFO which require us to include impairment losses on real estate in FFO.

Impact of New Accounting Standards and Clarifications

The company’s third quarter and year to date reported results and estimates for 2003 were impacted by the following new accounting standards, clarifications of existing standards or new interpretations of FFO:

• Clarification of Emerging Issues Task Force Topic D-42, The Effect on the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock

• The revision, in response to public comments by the Securities and Exchange Commission (SEC), of the definition of FFO

On July 31, 2003, the SEC issued a clarification of Emerging Issues Task Force Topic D-42, “The Effect on the Calculation of Earnings per Share for the Redemption or Induced conversion of Preferred Stock.” Topic D-42 now provides, among other things, that any excess of the fair value of the consideration transferred to the holders of preferred stock redeemed over the carrying amount of the preferred stock should be subtracted from net earnings to determine net earnings available to common stockholders in the calculation of earnings per share. The SEC’s clarification provides that the carrying amount of the preferred stock should be reduced by the related issuance costs. Application of this new clarification is required to be applied retroactively beginning this quarter. The company has not previously considered issuance costs in determining the carrying amount of the preferred stock we redeemed in 2003 and 2002. The application of this standard reduced the reported results for the company (in millions except per share information) as follows:

	Three months ended 9/30/03			Three months ended 9/30/02			Nine months ended 9/30/03			Nine months ended 9/30/02
Net earnings available to common stockholders	$	(0.1	)	$	(3.7	)	$	(1.8	)	$	(4.4	)
Earnings per share		—			(.07	)		(.03	)		(.08	)
Diluted FFO per share		—			(.07	)		(.03	)		(.08	)

Subsequent to the end of the third quarter, the company redeemed all of its remaining Series B, C and D preferred stock. As a result, the company will reduce net earnings available to common stockholders by $6.2 million in the fourth quarter for the related original issuance costs which we estimate will impact our earnings per share and Diluted FFO per share by approximately $(0.12) per share and $(0.11) per share, respectively, for the fourth quarter. These amounts are included in our 2003 estimate.

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CarrAmerica Release of November 5, 2003

Page Six

During the third quarter, NAREIT, after discussions with the SEC, revised its definition of FFO to clarify that impairment losses should not be added back to net income to arrive at FFO. As a result, we have revised our calculation of Diluted FFO to include impairment charges in Diluted FFO. There was no impact of this change on the third quarter of 2003 or 2002. Diluted FFO for the nine months ended 2003 and 2002 includes impairment charges of $(2.7) million and $(1.3) million, respectively, which had the effect of reducing Diluted FFO for those periods by $(0.05) and $(0.02) per share, respectively.

CarrAmerica Announces Third Quarter Dividend

The Board of Directors of CarrAmerica on October 30, 2003 declared a third quarter dividend for its common stock of $0.50 per share. The dividend will be payable to shareholders of record as of the close of business on November 18, 2003. CarrAmerica’s common stock will begin trading ex-dividend on November 14, 2003 and the dividend will be paid on December 1, 2003.

The company also declared a short period dividend for its Series E preferred stock. The total Series E Cumulative Redeemable preferred stock dividend is $.3385 per share and covers the period from September 25, 2003 through and including November 30, 2003. The Series E preferred stock dividends are payable to shareholders of record as of the close of business on November 18, 2003. The preferred stock will begin trading ex-dividend on November 14, 2003 and the dividends will be paid on December 1, 2003.

CarrAmerica Third Quarter Webcast and Conference Call

CarrAmerica will conduct a conference call to discuss 2003 third quarter results on Thursday, November 6, 2003 at 12:00 Noon ET. A live webcast of the call will be available through a link at CarrAmerica’s web site, www.carramerica.com.

The phone number for the conference call is 1-800-946-0720 for U.S. participants and 1-719-457-2646 for international participants. The call is open to all interested persons. A taped replay of the conference call can be accessed from 3:00 PM on November 6, 2003 until midnight November 12, 2003, by dialing 1-888-203-1112 for U.S. callers and 1-719-457-0820 for international callers, passcode 795986. A copy of supplemental material on the company’s third quarter operations is available on the company’s web site, www.carramerica.com, or by request from:

Stephen Walsh

CarrAmerica Realty Corporation

1850 K Street, NW, Suite 500

Washington, D.C. 20006

(Telephone) 202-729-1764

E-mail: stephen.walsh@carramerica.com

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CarrAmerica Release of November 5, 2003

Page Seven

CarrAmerica owns, develops and operates office properties in 12 markets throughout the United States. The company has become one of America’s leading office workplace companies by meeting the rapidly changing needs of its customers with superior service, a large portfolio of quality office properties and extraordinary development capabilities. Currently, CarrAmerica and its affiliates own, directly or through joint ventures, interests in a portfolio of 297 operating office properties and has an office building under development in Washington, D.C. CarrAmerica’s markets include Atlanta, Austin, Chicago, Dallas, Denver, Los Angeles/Orange County, Portland, Salt Lake City, San Diego, San Francisco Bay Area, Seattle and metropolitan Washington, D.C. For additional information on CarrAmerica, including space availability, visit our web site at www.carramerica.com.

Estimates of Diluted FFO and earnings per share, and other statements regarding management’s expectations about, among other things, operating performance and financial condition, are, by definition, and certain statements in this release and the accompanying summary financial information may constitute, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, dividends, achievements or transactions of the company and its affiliates or industry results to be materially different from any future results, performance, achievements or transactions expressed or implied by such forward-looking statements. Such factors include, among others, the following: national and local economic, business and real estate conditions that will, among other things, affect demand for office properties, possible charges or payments resulting from our guarantee of certain leases of HQ Global Workplaces, Inc., the impact of future acquisitions or dispositions not currently contemplated or expected, the ability of the general economy to recover timely from the current economic downturn, availability and creditworthiness of tenants, the level of lease rents and the availability of financing for both tenants and the company, adverse changes in the real estate markets including, among other things, competition with other companies, risks of real estate acquisition and development (including the failure of pending acquisitions to close and pending developments to be completed on time and within budget), actions, strategies and performance of affiliates that the company may not control or companies in which the company has made investments, our ability to maintain our status as a REIT for federal income tax purposes, governmental actions and initiatives, the ability to obtain insurance at a reasonable cost and environmental/safety requirements. For a further discussion of these and other factors that could impact the company’s future results, performance, achievements or transactions, see the documents filed by the company from time to time with the Securities and Exchange Commission, and in particular the section titled, “The company – Risk Factors” in the company’s Annual Report on Form 10-K.

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CARRAMERICA REALTY CORPORATION

Consolidated Balance Sheets

(In thousands)	September 30, 2003			December 31, 2002
	(Unaudited)
Assets
Rental property
Land	$	672,596		$	668,223
Buildings		1,962,915			1,954,840
Tenant improvements		401,796			367,901
Furniture, fixtures and equipment		4,197			4,262
		3,041,504			2,995,226
Less: Accumulated depreciation		(643,049	)		(569,970	)
Net rental property		2,398,455			2,425,256
Land held for future development or sale		48,586			44,778
Construction in progress		12,989			12,732
Cash and cash equivalents		7,228			3,023
Restricted deposits		3,744			4,505
Accounts and notes receivable, net		12,455			20,391
Investments in unconsolidated entities		132,580			125,079
Accrued straight-line rents		80,459			74,884
Tenant leasing costs, net		47,981			42,170
Prepaid expenses and other assets, net		70,428			62,887
	$	2,814,905		$	2,815,705
Liabilities and Stockholders’ Equity
Liabilities:
Mortgages and notes payable, net	$	1,510,547		$	1,603,949
Accounts payable and accrued expenses		86,541			102,153
Rent received in advance and security deposits		35,210			35,590
		1,632,298			1,741,692
Minority interest		73,555			76,222
Stockholders’ equity:
Preferred stock		397,575			254,518
Common stock		523			518
Additional paid in capital		958,117			951,281
Cumulative dividends in excess of net income		(247,163	)		(208,526	)
		1,109,052			997,791
Commitments and contingencies
	$	2,814,905		$	2,815,705

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CARRAMERICA REALTY CORPORATION

Consolidated Statements of Operations

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands, except per share amounts)	2003			2002			2003			2002
	(Unaudited)						(Unaudited)
Revenues:
Rental income (1):
Minimum base rent	$	102,730		$	103,880		$	310,679		$	312,497
Recoveries from tenants		15,292			19,407			45,038			49,127
Parking and other tenant charges		3,629			3,717			14,856			9,021
Total rental revenue		121,651			127,004			370,573			370,645
Real estate service revenue		6,518			5,560			19,551			17,175
Total operating revenues		128,169			132,564			390,124			387,820
Operating expenses:
Property expenses
Operating expenses		35,087			33,010			98,927			93,076
Real estate taxes		8,867			10,720			31,899			33,709
General and administrative		10,028			10,227			30,971			29,345
Depreciation and amortization		32,978			29,808			98,029			92,039
Total operating expenses		86,960			83,765			259,826			248,169
Real estate operating income		41,209			48,799			130,298			139,651
Other (expense) income:
Other (expense) income		(96	)		208			95			618
Interest expense		(25,880	)		(24,456	)		(77,788	)		(73,573	)
HQ lease guarantees		(811	)		—			(811	)		(8,693	)
Equity in earnings of unconsolidated entities		1,772			1,644			4,957			5,889
Total other expense		(25,015	)		(22,604	)		(73,547	)		(75,759	)
Income from continuing operations before income taxes, minority interest, gain on sale of assets and impairment loss on real estate property		16,194			26,195			56,751			63,892
Income taxes		(63	)		(106	)		(435	)		(200	)
Minority interest		(2,616	)		(5,113	)		(8,385	)		(11,120	)
Impairment loss on real estate property		—			—			(2,701	)		(1,325	)
Gain on sale of assets		120			7,042			3,365			10,382
Income from continuing operations		13,635			28,018			48,595			61,629
Discontinued operations		317			1,016			1,157			5,090
Discontinued operations—Gain on sale of property		10,035			19,085			10,035			19,085
Net income	$	23,987		$	48,119		$	59,787		$	85,804
Basic net income per share:
Income from continuing operations	$	0.17		$	0.31		$	0.63		$	0.61
Discontinued operations		0.01			0.03			0.02			0.11
Gain on sale of discontinued operations		0.19			0.36			0.20			0.36
Net income	$	0.37		$	0.70		$	0.85		$	1.08
Diluted net income per share:
Income from continuing operations	$	0.17		$	0.31		$	0.63		$	0.61
Discontinued operations		0.01			0.02			0.02			0.10
Gain on sale of discontinued operations		0.19			0.36			0.19			0.35
Net income	$	0.37		$	0.69		$	0.84		$	1.06

NOTE: (1) Rental income includes $2,105 and $2,211 of accrued straight line rents for the three months period and $5,930 and $7,343 for the nine months period ended September 30, 2003 and 2002, respectively.

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CARRAMERICA REALTY CORPORATION

Consolidated Statements of Cash Flow

(Unaudited and in thousands)	Nine Months Ended September 30,
	2003			2002
Cash flow from operating activities:
Net income	$	59,787		$	85,804
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		99,229			95,953
Minority interest		8,385			11,120
Equity in earnings of unconsolidated entities		(4,957	)		(5,889	)
Gain sale of assets		(3,365	)		(10,382	)
Impairment losses on real estate assets		2,701			1,325
Gain on sale of discontinued operations		(10,035	)		(19,085	)
Loss on sale of residential property		263			—
Obligations under lease guarantees		811			8,693
Provision for uncollectible accounts		3,455			4,983
Stock based compensation		2,937			3,501
Other		(1,223	)		1,887
Change in assets and liabilities
Decrease in accounts receivable		7,423			2,307
Increase in accrued straight-line rents		(5,922	)		(7,344	)
Additions to tenant leasing costs		(13,664	)		(8,235	)
Increase in prepaid expenses and other assets		(16,418	)		(12,152	)
Decrease in accounts payable and accrued expenses		(11,542	)		(4,701	)
Decrease in rent received in advance and security deposits		(358	)		(1,532	)
Total adjustments		57,720			60,449
Net cash provided by operating activities		117,507			146,253
Cash flows from investing activities:
Acquisition and development of rental property		(76,804	)		(151,257	)
Additions to land held for development or sale		(3,808	)		(1,564	)
Additions to construction in progress		(10,856	)		(4,739	)
Issuance of notes receivable		(3,031	)		(712	)
Distributions from unconsolidated entities		13,603			7,036
Investments in unconsolidated entities		(14,350	)		(8,830	)
Acquisition of minority interest		(1,880	)		(8,261	)
Decrease (increase) in restricted deposits		761			(13,271	)
Proceeds from sale of residential property		402			—
Proceeds from sales of properties		38,817			167,888
Net cash used by investing activities		(57,146	)		(13,710	)
Cash flows from financing activities:
Repurchase of common stock		(7,858	)		—
Repurchase of preferred stock		(58,270	)		(139,309	)
Exercises of stock options		10,373			24,960
Proceeds from the sale of preferred stock		195,070			—
Proceeds from the issuance of unsecured notes		—			394,496
Net repayments on unsecured credit facility		(45,000	)		(259,000	)
Net repayments of mortgages payable		(49,112	)		(40,056	)
Deferred financing costs		—			(1,063	)
Dividends and distributions to minority interests		(101,359	)		(112,981	)
Net cash used by financing activities		(56,156	)		(132,953	)
Increase (decrease) in unrestricted cash and cash equivalents		4,205			(410	)
Cash and cash equivalents, beginning of the period		3,023			5,041
Cash and cash equivalents, end of the period	$	7,228		$	4,631
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $1,293 and $2,486 for the nine months ended September 30, 2003 and 2002, respectively)	$	90,656		$	77,044
Cash paid for income taxes	$	388		$	200

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CARRAMERICA REALTY CORPORATION

Funds From Operations

Funds from operations (“FFO”) and funds available for distribution (“FAD”) are used as measures of operating performance for real estate companies. We provide FFO and FAD as a supplement to net income calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Although FFO and FAD are widely used measures of operating performance for equity REITs, they do not represent net income calculated in accordance with GAAP. As such, they should not be considered an alternative to net income as an indication of our operating performance. In addition, FFO or FAD does not represent cash generated from operating activities in accordance with GAAP, nor do they represent cash available to pay distributions and should not be considered as an alternative to cash flow from operating activities, determined in accordance with GAAP, as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions. The National Association of Real Estate Investment Trusts (NAREIT) defines FFO as net income (computed in accordance GAAP), excluding gains (losses) on sales of property, plus depreciation and amortization of assets uniquely significant to the real estate industry and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis.

We believe that FFO and FAD are helpful to investors as a measure of our performance because they exclude various items included in net income that do not relate to or are not indicative of our operating performance, such as gains and losses on sales of real estate and real estate related depreciation and amortization, which can make periodic analyses of operating performance more difficult to compare. FAD deducts various capital items and non-cash revenue from diluted FFO available to common shareholders. Our management believes, however that FFO and FAD, by excluding such items, which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates, can help compare the operating performance of a company’s real estate between periods or as compared to different companies. Our FFO or FAD may not be comparable to FFO or FAD reported by other REITs. These REITs may not define FFO in accordance with the current NAREIT definition or may interpret the current NAREIT definition defferently than us. They may include or exclude items which we include or exclude from FAD.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2003			2002			2003			2002
Net Income	$	23,987		$	48,119		$	59,787		$	85,804
Adjustment  Minority interest		2,616			5,113			8,385			11,120
FFO allocable to the minority Unitholders		(4,343	)		(4,857	)		(13,122	)		(13,848	)
Depreciation and amortization—REIT properties		31,439			28,346			94,114			87,869
Depreciation and amortization—Equity properties		3,219			3,156			9,228			9,717
Depreciation and amortization—Discontinued operations		—			827			312			3,914
Minority interests’ (non Unitholders) share of depreciation, amortization and net income		(333	)		(291	)		(940	)		(807	)
Gain on sale of assets		(10,155	)		(26,127	)		(13,400	)		(29,467	)
FFO as defined by NAREIT1		46,430			54,286			144,364			154,302
Less  Preferred dividends, dividends on unvested restricted stock and preferred stock redemption premium2		(4,507	)		(11,093	)		(15,599	)		(28,870	)
FFO attributable to common shareholders		41,923			43,193			128,765			125,432
FFO allocable to the minority Unitholders		4,343			—			13,122			—
Diluted FFO available to common shareholders	$	46,266		$	43,193		$	141,887		$	125,432
Less  Lease commissions		(5,632	)		(2,738	)		(12,209	)		(8,235	)
Tenant improvements		(7,233	)		(8,625	)		(22,042	)		(19,300	)
Building capital additions		(2,626	)		(4,757	)		(9,791	)		(9,209	)
Straight line rent		(2,105	)		(2,211	)		(5,930	)		(7,343	)
Funds available for distribution to common shareholders	$	28,670		$	24,862		$	91,915		$	81,345

¹ FFO as defined by NAREIT, as amended by NAREIT during the third quarter of 2003, includes land and building impairment charges of $2.7 and $1.3 million for the nine months ended September 30, 2003 and 2002, respectively, which have been previously added back to arrive at FFO.

² On July 31, 2003, the SEC issued a clarification of EITF Topic D-42 which requires us to subtract original issuance costs associated with redeemed preferred securities from net income available to common shareholders (and therefore, FFO available to common shareholders). This clarification is required to be reflected this quarter and be applied retroactively. These amounts include $112 and $3,742 for the three months and $1,834 and $4,387 for the nine months ended Sept. 30, 2003 and 2002, respectively, of original preferred stock issuance costs associated with redemptions.

³ Diluted funds from operations is computed as FFO attributable to common shareholders adjusted to reflect all operating partnership units as if they were converted to common shares for any period in which they are not antidilutive.

⁴ Adjustments to arrive at FAD do not include amounts associated with properties in unconsolidated entities.

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CARRAMERICA REALTY CORPORATION

Funds From Operations (con’t)

(Unaudited and in thousands, except per share amounts)	Three Months Ended September 30,						Nine Months Ended September 30,
	2003			2002			2003			2002
Diluted net income per common share	$	0.37		$	0.69		$	0.84		$	1.06
Add:            Depreciation and amortization		0.60			0.60			1.79			1.88
Less:           Gain on sale of assets		(0.17	)		(0.49	)		(0.23	)		(0.55	)
Minority interest adjustment		0.04			—			0.13			(0.06	)
Adjustment for share difference		(0.05	)		—			(0.08	)		—
Diluted funds from operations available to common shareholders	$	0.79		$	0.80		$	2.45		$	2.33
Diluted funds from operations available to common shareholders, excluding
Preferred stock issuance costs	$	—		$	0.07		$	0.03		$	0.08
Impairment of real estate		—			—			0.05			0.02
HQ lease guarantees		0.02			—			0.02			0.16
	$	0.81		$	0.87		$	2.55		$	2.59
Diluted net income per common share, excluding
Preferred stock issuance costs	$	—		$	0.07		$	0.03		$	0.08
Impairment of real estate		—			—			0.05			0.02
HQ lease guarantees		0.02			—			0.02			0.16
	$	0.39		$	0.76		$	0.94		$	1.32
Weighted average common shares outstanding:
Diluted net income		52,657			53,818			52,379			53,883
Diluted funds from operations		58,270			53,818			58,023			53,883

CARRAMERICA REALTY CORPORATION

Funds From Operations (con’t)

(Unaudited and in thousands, except per share amounts)		Projected Three Months Ended December 31, 2003	Projected Twelve Months Ended December 31, 2003			Projected Twelve Months Ended December 31, 2004
Projected diluted net income per common share		$0.00 – 0.04	$	0.84 – 0.88		$	0.61 – 0.81
Add:	Projected depreciation and amortization	0.63		2.41			2.35
	Projected minority interest	0.03		0.17			0.13
Less:	Projected gain on sale of assets and other provisions, net	(0.02)		(0.25	)		—
Projected adjustment for share difference				(0.08	)		(0.09	)
Projected diluted funds from operations per common share		$ 0.64 – 0.68	$	3.09 – 3.13		$	3.00 – 3.20
Projected diluted funds from operations per common share excluding:
Preferred stock issuance costs		0.11		0.14
Impairment of real estate		—		0.04
		$0.75 – 0.79	$	3.27 – 3.31
Projected diluted net income per common share		$0.00 – 0.04	$	0.84 – 0.88
Preferred stock issuance costs		0.12		0.15
Impairment of real estate		—		0.05
		$0.12 – 0.16	$	1.04 – 1.08
Projected weighted average common shares outstanding:
Projected diluted net income		52,800		52,500			53,900
Projected diluted funds from operations		58,400		58,200			59,500

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