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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

For fiscal year ended December 31, 2003

OR

For the transition period from              to             

Commission file Number 0-22741

CARRAMERICA REALTY, L.P.

(Exact Name of Registrant as Specified in Its Charter)

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

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

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

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

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

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

As of June 30, 2003, assuming that each unit of partnership interest has the same value as a share of common stock of CarrAmerica Realty Corporation (into which such units may be redeemed under certain circumstances) the aggregate market value of the 1,259,140 units of partnership interest held by non-affiliates of the registrant was approximately $35,016,683 million, based upon the closing price of a share of common stock of CarrAmerica Realty Corporation of $27.81 on the New York Stock Exchange composite tape on such date.

DOCUMENTS INCORPORATED BY REFERENCE:

(1) Portions of the Annual Report on Form 10-K of CarrAmerica Realty Corporation for the year ended December 31, 2003 are incorporated by reference into Parts I, II and III.

(2) Portions of the CarrAmerica Proxy Statement with respect to the Annual Stockholders’ Meeting to be held April 29, 2004 are incorporated by reference into Part III.

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PART I

General

CarrAmerica Realty, L.P. is a Delaware limited partnership formed in March 1996 for the purpose of owning, acquiring, developing and operating office buildings across the United States. As of December 31, 2003, we owned a controlling interest in a portfolio of 55 operating office buildings. The 55 operating office buildings contain a total of approximately 4.9 million square feet of net rentable area and as of December 31, 2003 were 87.8% leased. As of December 31, 2003, we also owned minority interests (ranging from 35% to 49%) in 30 operating office buildings. The 30 operating office buildings in which we owned a minority interest as of December 31, 2003 were 93.5% leased.

We are managed indirectly by CarrAmerica Realty Corporation (“CarrAmerica”). CarrAmerica indirectly serves as our sole general partner. CarrAmerica indirectly owned 91% of our partnership units (“Units”) as of December 31, 2003. CarrAmerica is a fully integrated, self-administered and self-managed publicly traded real estate investment trust (“REIT”). CarrAmerica is listed on the New York Stock Exchange under the symbol “CRE.”

CarrAmerica focuses on the acquisition, development, ownership and operation of office properties, located primarily in selected markets across the United States. As of December 31, 2003, it owned a controlling interest in 259 operating office buildings and one residential property under construction. The 259 operating office buildings contain a total of approximately 20.4 million square feet of net rentable area. The stabilized operating buildings (those in operation greater than one year) in which it owned a controlling interest as of December 31, 2003 were 87.8% leased. These properties had approximately 1,040 tenants. As of December 31, 2003, CarrAmerica also owned minority interests (ranging from 15% to 50%) in 38 operating office buildings and one building under construction. The 38 operating office buildings contain a total of approximately 6.0 million square feet of net rentable area. The one office building under construction will contain approximately 476,000 square feet of net rentable area. The stabilized operating buildings in which CarrAmerica owned a minority interest as of December 31, 2003 were 88.1% leased. For more complete information regarding CarrAmerica, see CarrAmerica’s Annual Report on Form 10-K for the year ended December 31, 2003 (the “2003 CarrAmerica 10-K”).

CarrAmerica or its predecessor, The Oliver Carr Company (“OCCO”), have developed, owned and operated office buildings in the Washington, D.C. metropolitan area for more than 40 years.

CarrAmerica organized and administers us as a means of acquiring, developing, owning and operating certain properties in its portfolio. All of our properties, along with our financial condition and results of operations, are reported as part of the consolidated financial statements of CarrAmerica. We are required to report separately in this Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission because we are a guarantor of the CarrAmerica’s publicly held debt. As of December 31, 2003, approximately 26% of the total assets of CarrAmerica were owned by us or our subsidiaries.

We are capitalized by issuing units of partnership interest (“Units”). CarrAmerica, through its wholly owned subsidiary, CarrAmerica Realty GP Holdings, Inc. (“GP Holdings”), is our sole general partner and owned a 1.0% general partner interest (in the form of Units) as of December 31, 2003. Our limited partners are CarrAmerica Realty LP Holdings, Inc. (“LP Holdings”), a wholly owned subsidiary of CarrAmerica, which owned an approximate 90.3% interest in us at December 31, 2003 and various other individuals and entities, which collectively owned an approximate 8.7% interest in us at December 31, 2003. As of December 31, 2003, we had 68 employees, including 62 on-site employees.

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Business Strategy

Our primary business is real estate property operations. We are an integral part of CarrAmerica, and our operations and strategic direction are defined by CarrAmerica. CarrAmerica’s primary business objectives are to achieve long-term sustainable per share earnings and cash flow growth and to maximize stockholder value by acquiring, developing, owning and operating office properties primarily in markets throughout the United States that exhibit strong, long-term growth characteristics. CarrAmerica believes that it utilizes its knowledge of its markets to evaluate market conditions and determine whether those conditions favor acquisition, development or disposition of assets. During the last five years, CarrAmerica has actively deployed capital between acquisitions and development in order to create a portfolio with strong long-term growth prospects. In addition to seeking growth through acquisitions and development, CarrAmerica continues to strive to retain tenants and attract new tenants in its existing portfolio. CarrAmerica believes that its focus on local relationships in its core markets, on customer service, primarily through superior property management, and on fast and responsive leasing initiatives has enabled it to maintain strong portfolio performance in a challenging office market.

Each of CarrAmerica’s markets is managed by a Marketing Managing Director (“MMD”), who is responsible for maximizing returns on CarrAmerica’s portfolio and pursuing investment, development, and service opportunities. MMDs ensure that CarrAmerica consistently meets the needs of its customers, identifying new growth or capital deployment opportunities and sustaining active relationships with real estate brokers. Because of their ties and experience in the local markets, MMDs have extensive knowledge of local conditions in their respective markets and are invaluable in building CarrAmerica’s local operations and investment strategies.

Our property operating income by market for the year ended December 31, 2003 was as follows:

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2003 Activity

As a result of the recent weak economic climate, the office real estate markets have been materially affected. The contraction of office workforces has reduced demand for office space and overall vacancy rates for office properties increased in all of our markets through 2002 and our operations were adversely impacted. In 2003, vacancy rates appeared to peak in many of our markets and some positive net absorption of space started to occur. With respect to our largest markets, Washington, D.C. and Southern California experienced positive net absorption and decreasing vacancy rates in 2003. Northern California has experienced some positive net absorption in small pockets, but overall the market has continued to show negative net absorption and increased vacancy rates. We expect Northern California’s office rental market recovery to lag behind our other markets. However, because vacancy rates are still at high levels in most markets, we do not expect any material improvement in leasing conditions until later in 2004. The occupancy in our portfolio of stabilized operating properties decreased to 87.8% at December 31, 2003 compared to 90.4% at December 31, 2002 and 92.2% at December 31, 2001. Market rental rates have declined in most markets from peak levels and there may be additional declines in some markets in 2004.

Acquisition, Disposition and Financing Activity

During 2003, we did not acquire or dispose of any real estate properties and did not change our financing arrangements.

Joint Ventures and Development Activities

Joint venture arrangements provide us with opportunities to reduce investment risk by diversifying capital deployment and enhancing returns on invested capital from fee arrangements. We did not enter any new joint ventures or development activity during 2003.

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Forward-Looking Statements

Statements contained in this Form 10-K which are not historical fact may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Exchange Act. Such statements (none of which is intended as a guarantee of performance) are subject to certain risks and uncertainties, which could cause our actual future results, achievements or transactions to differ materially from those projected or anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Form 10-K is filed with the SEC. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements. Such factors include, among others

Risk Factors

For a discussion of risks associated with an investment in CarrAmerica and us, see “Item 1 – Business – The Company – Risk Factors” in the 2003 CarrAmerica 10-K, which information is hereby incorporated by reference.

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Item 2. PROPERTIES

General

As of December 31, 2003, we owned interests (consisting of whole or partial ownership interests) in 85 operating office buildings located in 10 markets across the United States. As of December 31, 2003, we owned fee simple title or leasehold interests in 55 operating office buildings and non-controlling partial interests of 35% to 49% in 30 operating office buildings. The 55 operating office buildings contain a total of approximately 4.9 million square feet of net rentable area and as of December 31, 2003 were 87.8% leased. The 30 operating office buildings in which we owned a minority interest as of December 31, 2003 contain approximately 3.3 million square feet of net rentable area and were 93.5% leased as of December 31, 2003.

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The following table sets forth information about each operating property in which we own an interest as of December 31, 2003:

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Insurance

Although we believe our properties are adequately covered by insurance, we cannot predict at this time if we will be able to obtain full coverage at a reasonable cost in the future. Our insurance costs increased significantly in mid-2002. Due to various factors and coverage changes, as described below, our premiums for the 2003-2004 renewal period were relatively unchanged from the 2002-2003 period.

As a result of the Terrorism Risk Insurance Act of 2002 (“TRIA”), CarrAmerica elected to purchase the TRIA coverage upon their 2003 insurance renewal rather than stand alone coverage. Our properties are included in this coverage. Our TRIA insurance coverage is up to $500 million for foreign certified terrorist acts and also includes $25 million of coverage for domestic terrorism. However, TRIA currently only mandates that carriers provide such coverage through 2004. In addition, coverage under TRIA includes only physical damage and does not include losses due to biological, chemical or radioactive contamination. The failure of the government to renew or extend TRIA or the lack of coverage for the types of contamination not covered by TRIA could cause terrorism insurance to be prohibitively expensive and could have a material adverse effect on our financial results if a building we own becomes uninhabitable as a result of a biological, chemical, radioactive or other contamination.

In 2003, due to the rising cost of California earthquake insurance, CarrAmerica reviewed its probable maximum loss (“PML”) and industry practice related to earthquake coverage for various factors. As a result of this review, CarrAmerica determined that it was possible to lower its earthquake coverage from $200 million to $150 million. Our properties are included in this coverage. We believe this will be sufficient coverage but there can be no assurance that such coverage will adequately compensate us for any loss, that our coverage would continue after a loss, or that a loss, even if covered, would not have a material adverse effect on our business, financial condition or results of operations.

Occupancy, Average Rentals and Lease Expirations

As of December 31, 2003, 87.8% of our aggregate net rentable square footage in 55 consolidated operating office buildings was leased. The following table summarizes percent leased and average annualized rent per leased square foot (excluding storage space) for the past three years for the consolidated operating properties:

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The following table is a schedule of our lease expirations for leases in place as of December 31, 2003 for the 55 consolidated operating office buildings, assuming no tenants exercise renewal options:

Mortgage Financing

As of December 31, 2003, some of our consolidated operating properties were subject to fixed rate mortgage indebtedness. The total of these mortgages was $71.8 million. Our fixed rate mortgage debt as of December 31, 2003, bore an effective weighted average interest rate of 7.58% and a weighted average maturity of 2.5 years (assuming loans callable before maturity are called as early as possible). The following table details information regarding the existing mortgage indebtedness for the consolidated operating properties as of December 31, 2003.

For additional information regarding our properties and our operations, see “Item 1. Business.”

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On May 8, 2003, Broadband Office, Inc. (“Broadband Office”) and the official committee of unsecured creditors of Broadband Office filed a complaint in the United States Bankruptcy Court for the District of Delaware against a group of REITs, real estate operating companies and individuals, including CarrAmerica and its subsidiaries, including us, relating to the formation, management and capitalization of Broadband Office. CarrAmerica was an equity investor in and customer of Broadband Office, which filed for bankruptcy protection on May 9, 2001. The complaint, among other things, alleges breaches of fiduciary duties by us and CarrAmerica, seeks to recharacterize CarrAmerica’s investment as a holder of common stock to be one as a general unsecured creditor and/or as a general partner responsible jointly with all other alleged general partners for the outstanding debts of the corporation, and also seeks recovery of alleged preference payments made to CarrAmerica and its subsidiaries, including us. The plaintiffs seek relief in an amount in excess of $300 million jointly and severally from all defendants. On October 29, 2003, CarrAmerica and we filed a motion to dismiss all claims asserted in the complaint. Due to the inherent uncertainties of the judicial process and the early stage of this action, we are unable to either predict the outcome of or estimate a range of potential loss associated with, this litigation. We and CarrAmerica dispute the plaintiff’s claims and intend to vigorously defend this matter. While we believe that the outcome of this matter will not have a material effect on our financial position or overall trends in results of operations, litigation is subject to inherent uncertainties. If this matter is not resolved in our favor, there exists the possibility it could have a material adverse impact on our financial condition and results of operations when the matter is resolved.

We are party to a variety of other legal proceedings arising in the ordinary course of business. All of these matters, taken together, are not expected to have a material adverse impact on us. Based on currently available facts, we believe that the disposition of matters that are pending or asserted will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

None.

PART II

There is no established public trading market for our Units. As of December 31, 2003, there were 27 holders of Units on record. As of December 31, 2003, there were no options or warrants to purchase Units outstanding. In addition, as of December 31, 2003, there were no Units that were being, or have been, proposed to be publicly offered by us.

Each Unit held by partners other than GP Holdings or LP Holdings is (subject to holding period limitations) redeemable for cash equal to the value of a share of CarrAmerica common stock or, at the option of GP Holdings, CarrAmerica common stock on a one-for-one basis. For the high and low trading prices of CarrAmerica’s common stock for the last two years, see “Item 5 – Market for Registrant’s Common Equity and Related Stockholder Matters” in the 2003 CarrAmerica 10-K, which information is hereby incorporated by reference.

We have made regular quarterly distributions of $0.50 per Class A, D and E Units throughout 2003 and 2002. The distributions are appropriately prorated to reflect ownership of Units for less than the full period to which the distribution relates. Our ability to make distributions depends on a number of factors, including net cash provided by operating activities, capital commitments and debt repayment schedules. Holders of Units are entitled to receive distributions when, as and if declared by the Board of Directors of GP Holdings, our sole general partner, out of any funds legally available for that purpose.

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The following table sets forth selected financial and operating information for us and our consolidated subsidiaries as of and for the years ended December 31, 2003, 2002, 2001, 2000, and 1999.

The following selected financial and operating information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

The discussion that follows is based primarily on our consolidated financial statements as of December 31, 2003 and 2002, and for the years ended December 31, 2003, 2002 and 2001 and should be read along with the consolidated financial statements and related notes. The ability to compare one period to another may be significantly affected by acquisitions completed, development properties placed in service and dispositions made during those years. The number of operating office buildings that we owned and were consolidated in the financial statements was 55, 55 and 53 as of December 31, 2003, 2002 and 2001, respectively.

As a result of the recent weak economic climate, the office real estate markets have been materially affected. The contraction of office workforces has reduced demand for office space and overall vacancy rates for office properties increased in all of our markets through 2002 and our operations were adversely impacted. In 2003, vacancy rates appeared to peak in many of our markets and some positive net absorption of space started to occur. However, because vacancy rates are still at high levels in most markets, we do not expect any material improvement in leasing conditions until later in 2004. The occupancy in our portfolio of stabilized operating properties decreased to 87.8% at December 31, 2003 compared to 90.4% at December 31, 2002 and 92.2% at December 31, 2001. Market rental rates have declined in most markets from peak levels and there may be additional declines in some markets in 2004.

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Critical Accounting Policies and Estimates

Critical accounting policies and estimates are those that are both important to the presentation of our financial condition and results of operations and require management’s most difficult, complex or subjective judgments. Our critical accounting policies and estimates relate to evaluating the impairment of long-lived assets, allocating the purchase cost of acquired properties, and evaluating the collectibility of accounts receivable.

We assess the useful lives of our assets on a regular basis. If events or changes in circumstances indicate that the carrying value of a rental property to be held and used or land held for development may be impaired, we perform a recoverability analysis based on estimated undiscounted cash flows to be generated from the property in the future. If the analysis indicates that the carrying value is not recoverable from future cash flows, the property and related assets such as tenant improvements and lease commissions, are written down to estimated fair value and an impairment loss is recognized. If we decide to sell rental properties or land holdings, we evaluate the recoverability of the carrying amounts of the assets. If the evaluation indicates that the carrying value is not recoverable from estimated net sales proceeds, the property is written down to estimated fair value less costs to sell and an impairment loss is recognized. Our estimates of cash flows and fair values of the properties are based on current market conditions and consider matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. Changes in estimated future cash flows due to changes in our plans or views of market and economic conditions could result in recognition of additional impairment losses which, under applicable accounting guidance, could be substantial.

We allocate the purchase cost of acquired properties to the related physical assets and in-place leases based on their fair values. The fair values of acquired office buildings are determined on an “if-vacant” basis considering a variety of factors, including the physical condition and quality of the buildings, estimated rental and absorption rates, estimated future cash flows and valuation assumptions consistent with current market conditions. The “if-vacant” fair value is allocated to land, where applicable, buildings, tenant improvements and equipment based on property tax assessments and other relevant information obtained in connection with the acquisition of the property.

The fair value of in-place leases includes the effect of leases with above or below market rents, where applicable, customer relationship value and the cost of acquiring existing tenants at the date of acquisition. Above market and below market in-place lease values are determined on a lease by lease basis based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (a) the contractual amounts to be paid under the lease and (b) our estimate of the fair market lease rate for the corresponding space over the remaining non-cancellable terms of the related leases. The capitalized below market lease values are amortized as an increase to rental income over the initial term and any below market renewal periods of the related leases. Capitalized above market lease values are amortized as a decrease to rental income over the initial term of the related leases. Customer relationship values are determined based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with the tenant. Characteristics we consider include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals. The value of customer relationship intangibles is amortized to expense over the lesser of the initial lease term and any expected renewal periods or the remaining useful life of the building. We determine the fair value of the cost of acquiring existing tenants by estimating the lease commissions avoided by having in place tenants and avoided lost operating income for the estimated period required to lease the space occupied by existing tenants at the acquisition date. The cost of acquiring existing tenants is amortized to expense over the initial term of the respective leases. Should a tenant terminate its lease, the unamortized portion of the in-place lease value is charged to expense. Changes in the assumptions used in the allocation of the purchase cost among the acquired properties would affect the timing of recognition of the related revenue and expenses.

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Our allowance for doubtful accounts receivable is established based on analysis of the risk of loss on specific accounts. The analysis places particular emphasis on past-due accounts and considers information such as the nature and age of the receivable, the payment history of the tenant or other debtor, the amount of security we hold, the financial condition of the tenant and our assessment of its ability to meet its lease obligations, the basis for any disputes and the status of related negotiations, etc. Our estimate of the required allowance, which is reviewed on a quarterly basis, is subject to revision as these factors change and is sensitive to the effects of economic and market conditions on our tenants, particularly in our largest markets. Bad debt expense was $0.7 million, $1.2 million and $1.8 million for 2003, 2002 and 2001 respectively. The decrease in the addition to our provision for uncollectible accounts in 2003 was due primarily to the reduction of delinquent tenants as marginal tenants’ leases were terminated or sublet.

Results of Operations

Operating results and assets are summarized as follows:

During 2002, we acquired three operating properties (11119 Torrey Pines, Canal Center and TransPotomac V Plaza). These acquisitions significantly affect the comparisons of our operating results for the periods presented above. Operating results of the properties acquired in 2002 are summarized as follows:

Operating revenues increased $9.7 million (10.3%) in 2003 as compared to 2002 and $7.8 million (9.1%) in 2002 as compared to 2001. Minimum base rents increased $9.9 million in 2003 as compared to

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2002 and $5.2 million in 2002 as compared to 2001. The increases in 2003 and 2002 relate primarily to three operating properties acquired during 2002, partially offset by declines in occupancy during each period. Additionally, operating revenues in 2002 increased from 2001 as a result of increased recoveries from tenants of $2.2 million (17.7%). This increase was due primarily to higher expense recoveries for real estate taxes and insurance which increased significantly in 2002 for the reasons discussed below. These increases were partially offset by higher vacancies.

Property operating expenses increased $3.3 million (10.0%) in 2003 as compared to 2002 and $3.5 million (11.9%) in 2002 as compared to 2001. The increase in 2003 relates primarily to the three properties acquired during 2002 ($3.3 million). The increase in 2002 was due primarily to higher real estate taxes ($1.9 million) and higher insurance expense ($1.1 million). The increase in real estate taxes was due primarily to higher taxes in the San Francisco Bay market. The increase in insurance expense was due primarily to increases in insurance premiums and the cost of terrorism coverage from the 2002 renewals. In addition, operating expenses for 2002 increased due to the property acquisitions.

General and administrative expenses increased $4.9 million (114.0%) during 2003 as compared with 2002 and decreased $3.7 million (46.3%) in 2002 from 2001. The increase in 2003 was primarily a result of increased allocations ($5.6 million) of expense from CarrAmerica partially offset by decreased legal expenses ($0.5 million). During 2003, CarrAmerica revised and refined its general and administrative cost accounting procedures to allocate certain costs on a specific identification basis and to allocate general costs to subsidiaries based on their respective assets. In prior periods, allocations of these expenses were based primarily on full time equivalent employees. The change in allocation methodology resulted in an increase in expenses allocated to us in 2003 as compared with 2002. The decrease in 2002 resulted primarily from a reduction in allocated costs from CarrAmerica due to the completion of portions of its internal process improvement efforts, lower incentive compensation and overall cost containment efforts.

Depreciation and amortization expense increased approximately $5.5 million (20.8%) in 2003 as compared to 2002 and $3.1 million (13.3%) in 2002 from 2001. The increase in 2003 was a result of the acquisition of three properties during 2002. The increase in 2002 was due primarily to the acquisition of three properties and the write-off of tenant improvement balances for defaulting tenants.

Interest expense decreased $4.8 million (32.9%) in 2003 and $4.6 million (24.0%) in 2002 as compared to 2001. The decrease from 2003 to 2002 is due primarily to lower interest on loans from affiliates ($2.7 million) due primarily to lower working capital borrowings. In addition, interest for 2002 included $0.7 million related to $63.5 million of mortgages assumed in connection with property acquisitions that were repaid in the fourth quarter of 2002. Additionally, in 2002 we repaid another mortgage for $10.9 million. The decrease in 2002 was primarily the result of the repayment of mortgage debt. Mortgages and notes payable decreased $20.1 million between 2002 and 2001.

Other income decreased $0.8 million (20.5%) in 2003 as compared to 2002 and $1.3 million (25.0%) in 2002 as compared to 2001. The decrease in 2003 was due primarily to a decrease in equity in earnings of unconsolidated entities ($0.9 million) primarily as a result of increased vacancies in properties owned by these entities. The decrease in 2002 was due primarily to lower interest income ($0.8 million) which was a result of lower cash balances. In addition, equity in earnings of unconsolidated entities decreased $0.5 million (14.1%). This decrease was due primarily to decreased earnings from Carr Office Park, L.L.C. In June 2001, Carr Office Park, L.L.C., a significant investee, obtained third party financing on its properties increasing its leverage and reducing our equity in earnings from the venture.

We dispose of assets (sometimes using tax-deferred exchanges) that are inconsistent with our long-term strategic or return objectives or where market conditions for sale are favorable. The proceeds from the sales are redeployed into other properties or to support other needs. During 2003 we did not dispose of any operating properties, although we reduced a previously recognized gain $0.4 million for additional costs related to a sold property. We recognized an impairment loss of $3.0 million on our Tower of the Hills property, the sale of which closed on March 1, 2004. This loss is classified as discontinued operations as we will have no continuing involvement with the property after the sale. During 2002, we sold two properties (Wasatch 17 and Commons at Las Colinas) for approximately $129.4 million

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recognizing a gain of $22.4 million. We also recognized impairment losses of $1.0 million on two parcels of land. In 2001, we disposed of one property in connection with the sale of a group of properties by CarrAmerica. There was a net gain on this transaction; however, we incurred a loss of $6.5 million on our property. We also recognized an impairment loss of $0.9 million on land holdings.

Discontinued operations - net operations of properties sold decreased $4.3 million for 2003 compared to 2002. The decreases in net operations of properties sold are due primarily to the Commons at Las Colinas which was sold in August 2002. The Commons at Las Colinas was a significantly larger property than the property held for sale in 2003 and included in discontinued operations. Discontinued operations - net operations of properties sold decreased $3.0 million for 2002 compared to 2001 for the same reason.

The decrease in total assets of $19.8 million (2.6%) in 2003 from 2002 is due primarily to a decrease in the net book value of assets ($17.2 million) as a result of depreciation, a decrease in investments in unconsolidated entities as distributions exceeded equity in earnings ($4.3 million) and a decrease in prepaid expenses ($1.5 million). These decreases were partially offset by an increase in accrued straight-line rents ($3.0 million) and net tenant leasing costs ($1.9 million). The increase in total assets of $35.7 million in 2002 from 2001 is due primarily to the acquisition of three properties partially offset by the disposition of two properties.

Consolidated Cash Flows

Consolidated cash flow information is summarized as follows:

Operations provided net cash of $43.4 million in 2003 as compared to $49.2 million in 2002 and $42.5 million in 2001. The changes in cash flow from operating activities were primarily the result of factors discussed above in the analysis of operating results

Our investing activities used net cash of $8.3 million in 2003 and provided net cash of $25.5 million in 2002 and $13.5 million in 2001. The change in cash flows from investing activities during 2003 is due primarily to decreased cash from dispositions of properties ($129.4 million), partially offset by decreased acquisition and development of rental properties ($95.6 million). The change in cash flows from investing activities in 2002 is due primarily to increased proceeds from the disposition of rental properties ($116.2 million) partially offset by increased acquisition and development of rental properties ($41.9 million) and a decrease in distributions from unconsolidated entities ($45.9 million).

Financing activities used net cash of $36.7 million, $74.3 million, and $60.6 million in 2003, 2002, and 2001, respectively. The decrease in cash used in financing activities in 2003 was due primarily to lower repayments on mortgages and notes payable ($73.2 million), partially offset by increased net repayments of advances from affiliates ($35.4 million). The increase in cash used in financing activities in 2002 compared to 2001 was due primarily to the repayment of mortgages offset by increased net borrowing from affiliates. In 2002, we repaid two mortgages, including one for $63.5 million associated with TransPotomac V Plaza and Canal Center and another for $10.9 million. In 2001, we repaid three mortgages totaling $31.5 million.

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Liquidity and Capital Resources

Our liquidity and capital resources are dependent upon CarrAmerica and its other affiliates. CarrAmerica’s primary sources of capital are real estate operations and its unsecured credit facility. As of December 31, 2003, CarrAmerica had $242.5 million available for borrowing under the unsecured credit facility. We and CarrAmerica derive substantially all of our revenue from tenants under leases at our properties. Our operating cash flow therefore depends materially on the rents that we are able to charge to our tenants, and the ability of these tenants to make their rental payments.

Our primary uses of cash are to fund distributions to Unitholders, to fund capital investments in our existing portfolio of operating assets, and to fund new acquisitions and our development activities. We regularly require capital to invest in our existing portfolio of operating assets in connection with large-scale renovations, routine capital improvements, deferred maintenance on properties we have recently acquired, and our leasing activities, including funding tenant improvements, allowances and leasing commissions. The amounts of the leasing-related expenditures can vary significantly depending on negotiations with tenants and the willingness of tenants to pay higher base rents over the life of the leases.

During 2004, we expect that we will have significant capital requirements, including the following items. There can be no assurances that our capital requirements will not be materially higher or lower than these expectations.

We expect to meet our capital requirements using cash generated by our real estate operations and borrowings from CarrAmerica. Additionally, we completed the sale of our Tower of the Hills property in the first quarter resulting in proceeds of approximately $11.0 million.

We believe that we will generate sufficient cash flow from operations and have access to the capital resources necessary to expand and develop our business, to fund our operating and administrative expenses, to continue to meet our debt service obligations and to pay Unitholder distributions. However, as a result of general economic downturns, if CarrAmerica’s credit rating is downgraded, or if our properties do not perform as expected, we may not generate sufficient cash flow from operations or otherwise have access to capital on favorable terms, or at all. If we cannot raise the expected funds from the sale of properties and/or if we are unable to obtain capital from other sources, we may not be able to make required principal and interest payments, make strategic acquisitions or make necessary routine capital improvements with respect to our existing portfolio of operating assets. In addition, if a property is mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, the holder of the mortgage could foreclose on the property, resulting in loss of income and asset value. An unsecured lender could also attempt to foreclose on some of our assets in order to receive payment. In most cases, very little of the principal amount we borrow is repaid prior to the maturity of the loan. We may refinance that debt when it matures, or we may pay off the loan. If principal amounts due at maturity cannot be refinanced, extended or paid with proceeds of other capital transactions, such as new equity capital, our cash flow may be insufficient to repay all maturing debt. Prevailing interest rates or other factors at the time of a refinancing (such as possible reluctance of lenders to make commercial real estate loans) may result in higher interest rates and increased interest expense.

CarrAmerica is our principal source of liquidity. CarrAmerica’s primary external source of liquidity is its credit facility. CarrAmerica has a three-year, $500.0 million unsecured credit facility expiring in June 2004 with J.P. Morgan Chase, as agent for a group of banks. CarrAmerica can extend the life of the facility an additional year at its option. The facility carries an interest rate of 70 basis points over 30-day LIBOR, or 1.85% as of December 31, 2003. As of December 31, 2003, $243.5 million was drawn on the credit facility, $14.0 million in letters of credit were outstanding and $242.5 million was available for borrowing.

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CarrAmerica’s unsecured credit facility contains financial and other covenants with which it must comply. Some of these covenants include:

As of December 31, 2003, CarrAmerica was in compliance with its loan covenants however its ability to draw on the unsecured credit facility or incur other unsecured debt in the future could be restricted by the loan covenants. During the second quarter of 2003, CarrAmerica amended the credit agreement to increase the maximum ratio of aggregate unsecured debt to tangible fair market value of unencumbered assets (unencumbered leverage ratio) from 50% to 55% to allow for continuing covenant compliance. As of December 31, 2003, CarrAmerica’s unencumbered leverage ratio was 52%. CarrAmerica’s unencumbered leverage ratio is most significantly impacted by two key factors: the purpose for which it incurs any additional unsecured debt and the performance of its operating properties. Incurring additional unsecured debt to acquire additional unencumbered assets does not impact CarrAmerica’s unencumbered leverage ratio as significantly as incurring additional unsecured debt for other purposes. The tangible fair market value of CarrAmerica’s unencumbered properties is calculated based on its operating income and the unencumbered leverage ratio could increase if the operating income of CarrAmerica’s unencumbered properties decreases. If CarrAmerica’s unencumbered leverage ratio increases further, it could impact CarrAmerica’s and our business and operations, including limiting CarrAmerica’s and our ability to incur additional unsecured debt, draw on CarrAmerica’s unsecured line of credit, which is CarrAmerica’s and our primary source of short term liquidity, acquire leveraged properties or invest in properties through joint ventures.

Our total debt at December 31, 2003 is summarized as follows:

Our fixed rate debt bore an effective weighted average interest rate of 7.90% at December 31, 2003 and had a weighted average maturity of 4.7 years. The effective weighted average interest rate of our fixed rate debt, excluding our notes payable to affiliates, was 7.58% at December 31, 2003 and had a weighted average maturity of 2.5 years. Our variable rate note payable to affiliate at December 31, 2003 bore an interest rate of 100 basis points over 30-day LIBOR or 2.1% as of December 31, 2003.

Capital Commitments

We regularly incur expenditures in connection with the re-leasing of office space, principally in the form of tenant improvements and leasing commissions. The amounts of these expenditures can vary significantly, depending on negotiations with tenants and the willingness of tenants to pay higher base rents over the life of the leases. We expect to pay for these capital expenditures out of cash from operations or, to the extent necessary, borrowings from CarrAmerica. We believe that these expenditures are generally recouped in the form of continuing lease payments.

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Below is a summary of certain obligations that will require significant capital:

We have various standing or renewable contracts with vendors. These contracts are all cancelable with immaterial or no cancellation penalties. Contract terms are generally one year or less. We are currently committed to fund tenant-related capital improvements as described in the table above for executed leases. However, expected leasing levels could require additional tenant-related capital improvements which are not currently committed. Due to the competitive office leasing market and higher vacancy rates, we expect that tenant-related capital costs will continue to remain high into 2005.

Unconsolidated Investments and Joint Ventures

We have investments in real estate joint ventures in which we hold 35% to 49% interests. These investments are accounted for using the equity method and therefore the assets and liabilities of the joint ventures are not included in our financial statements. These joint ventures own and operate office buildings financed by non-recourse debt obligations that are secured only by the real estate and other assets of the joint ventures. We have no obligation to repay these non-recourse debt obligations and the lenders have no recourse to our other assets.

Our investments in these joint ventures are subject to risks not inherent in our majority owned properties, including:

We do not have any off-balance sheet arrangements, other than those disclosed in our contractual obligations or as a guarantee, with any unconsolidated investments or joint ventures that have or are reasonably likely to have a future material effect on our financial condition, changes in our financial condition, our revenue or expenses, our results of operations, our liquidity, our capital expenditures or our capital resources.

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Guarantee Obligations

We have unconditionally guaranteed unsecured notes issued by CarrAmerica to institutional and other investors. The aggregate principal amount of the unsecured notes was $1.1 billion as of December 31, 2003 and 2002. These notes are in the following form:

CarrAmerica’s senior unsecured notes contain various covenants with which CarrAmerica must comply. The covenants include:

As of December 31, 2003, CarrAmerica was in compliance with its unsecured note covenants.

$150.0 million of senior unsecured notes mature in July 2004. CarrAmerica expects to pay the unsecured notes at or before the scheduled maturity date from proceeds of a new financing or credit facility borrowings. We expect we will be a guarantor on any new financing CarrAmerica may undertake.

New Accounting Pronouncements

In November 2002, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” The Interpretation requires recognition of liabilities at their fair value for newly issued guarantees. The adoption of Interpretation No. 45 on January 1, 2003 did not have a material effect on our financial statements.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure.” SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation.” SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based compensation and requires disclosure in both annual and interim financial statements about the method of accounting for stock-based compensation and the effect of the method used on reported results. Effective January 1, 2003, we adopted the fair value based method of accounting for stock-based compensation costs. We elected to use the prospective method of transition to the fair value method provided in SFAS No. 148 and, accordingly, the method is being applied for all employee stock compensation awards granted, modified or settled on or after January 1, 2003. The effect of the change on our financial statements is immaterial.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities.” This Interpretation addresses the consolidation of variable interest entities (“VIEs”) in which the

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equity investor lacks one or more of the essential characteristics of a controlling financial interest or where the equity investment at risk is not sufficient for the entity to finance activities without subordinated financial support from other parties. The adoption of Interpretation No. 46 in 2003 had no effect on our financial statements as we concluded that we have no VIEs and are not required to consolidate any of our unconsolidated real estate ventures that we have accounted for using the equity method. In December 2003, the FASB issued a revised Interpretation No. 46 which modifies and clarifies various aspects of the original Interpretation. The adoption of the revised Interpretation No. 46 also had no effect on our financial statements.

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 the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Adoption of SFAS No. 150 did not affect our financial statements.

Our future earnings, cash flow and fair values relevant to financial instruments are dependent upon prevailing market rates. Market risk is the risk of loss from adverse changes in market prices and interest rates. We manage our risk by matching projected cash inflows from operating activities, financing activities and investing activities with projected cash outflows to fund debt payments, acquisitions, capital expenditures, distributions and other cash requirements

Increases in interest rates would increase our interest expense and adversely affect our cash flow. As of December 31, 2003, we had $117.7 million in total debt outstanding including $71.9 million in mortgages, $38.3 million in fixed rate debt to CarrAmerica and $7.5 million of variable rate debt to CarrAmerica. The mortgage loans mature at various times through 2017 and have weighted average interest rate of 7.58%. There are three notes to CarrAmerica. The first note for $30.0 million (balance at December 31, 2003 of $26.3 million), bears interest at 8.5% and requires monthly principal and interest payments of $242,000 and matures on May 31, 2011. The second is a $12.0 million loan that bears interest at 8.5% and requires monthly interest only payments of $85,000 and matures on March 27, 2007. The third note requires interest only payments equal to 100 basis points over 30-day LIBOR or 2.1% as of December 31, 2003. The outstanding loan balance as of December 31, 2003 was $7.5 million. The note allows additional amounts to be drawn on the anniversary date of the note up to $27.0 million and matures on December 31, 2017. The outstanding balance of these notes payable was $45.8 million and $38.9 million at December 31, 2003 and 2002, respectively.

A change in interest rates generally does not impact future earnings and cash flows for fixed rate debt instruments. As fixed rate debt matures, and additional debt is incurred to fund the repayments of maturing loans, future earnings and cash flows may be impacted by changes in interest rates. This impact would be realized in the periods subsequent to debt maturities. The following is a summary of debt maturities at December 31, 2003:

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If we assume the repayments of fixed rate borrowings are made in accordance with the terms and conditions of the respective credit arrangements, a 10 percent change in the market interest rate for the respective fixed rate debt instruments would change the fair market value of our fixed rate debt by approximately $2.4 million. The estimated fair market value of the fixed rate debt instruments at December 31, 2003 and 2002 was $121.8 million and $127.2 million, respectively. A 10 percent change in the market interest rate on our variable debt would not result in a material change in our interest expense.

The financial statements and supplementary data included in this Annual Report on Form 10-K are listed in Part IV, Item 15(a)(1).

None.

Evaluation was performed under the supervision of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness as of December 31, 2003 of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15 of the rules promulgated under the Securities and Exchange Act of 1934, as amended. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective.

PART III

We have no directors or executive officers. We are managed by GP Holdings, as the sole general partner. The directors and executive officers of GP Holdings are listed in the following table:

CarrAmerica is the sole stockholder of GP Holdings. The additional information required by this item concerning directors and executive officers of CarrAmerica and GP Holdings is incorporated by reference to the information under the heading “Election of Directors (Proposal 1),” in CarrAmerica’s definitive proxy statement for the annual meeting of its stockholders to be held on April 29, 2004 (the “CarrAmerica Proxy Statement’) and under the headings “Item 1. Business-The Company-Our Directors” and “- Our Executive Officers and Certain Key Employees” in the 2003 CarrAmerica 10-K.

We have no directors or executive officers. We are managed by GP Holdings, as the sole general partner. GP Holdings has not paid any compensation to its directors and officers. CarrAmerica is the sole stockholder of GP Holdings. The information required by this item with respect to CarrAmerica’s executive officers is incorporated by reference to the information in the CarrAmerica Proxy Statement under the heading “Executive Compensation”.

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The following table sets forth information, as of February 20, 2004, regarding the beneficial ownership of Units by each person we know to be the beneficial owner of more than five percent of our outstanding Units. As of February 20, 2004, no director or executive officer of GP Holdings or CarrAmerica beneficially owned any Units. Each entity named in the table has sole voting and investment power with respect to all Units shown as beneficially owned by that person, except as otherwise set forth in the notes to the table.

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CarrAmerica Realty Services, Inc. (“CARSI”), a wholly owned subsidiary of CarrAmerica, provides management and leasing services to all of our office properties. During 2003 we incurred management fees of $2.6 million for CARSI services.

This information is hereby incorporated by reference to the information under the heading “Independent Auditors” in the CarrAmerica Proxy Statement.

15(a)(1) Financial Statements

Reference is made to the Index to Financial Statements and Schedules on page 28.

15(a)(2) Financial Statement Schedules

Reference is made to the Index to Financial Statements and Schedules on page 28.

15(a)(3) Exhibits

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15(b) Reports on Form 8-K

Form 8-K filed June 20, 2003, regarding §1031 tax-free exchange including the purchase of five commercial office buildings (commonly referred to as “Canal Center”) from Beacon Capital Strategic Partners, L.P., an unrelated party, for $141.5 million, including $78.0 million cash and $63.5 million of assumed debt and the sale of three buildings in Dallas, Texas (commonly referred to as “Commons at Las Colinas”) for approximately $119.6 million in cash on August 15, 2002 to Wells Operating Partnership, L.P., an unrelated party.

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15(c) Exhibits

The list of exhibits filed with this report is set forth in response to Item 15(a)(3). The required exhibit index has been filed with the exhibits.

15(d) Financial Statements

The financial statements required by this item are included in the list set forth in response to Item 15(a)(1).

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the District of Columbia on March 5, 2004.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following person on behalf of the registrant and in the capacities indicated on March 5, 2004.

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CARRAMERICA REALTY, L.P.

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

The following Consolidated Financial Statements and Schedules of CarrAmerica Realty, L.P. and Subsidiaries and the Independent Auditors’ Report thereon are attached hereto:

CARRAMERICA REALTY, L.P. AND SUBSIDIARIES