SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. ~~20549~~20543

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) ~~August 15~~ November 21, ~~2002~~2005

Commission File NoNos. 000-22741

CARRAMERICA REALTY, L.P.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		52-1976308 (I.R.S. Employer Identification Number)
Delaware		52-1976308
1850 K Street, N.W., Washington, D.C. (Address or principal executive office)		20006 (Zip code)
(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

~~Item~~Check 2the ~~Acquisition~~appropriate ~~and~~box ~~Disposition~~below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~Assets~~the registrant under any of the following provisions (see General Instruction A.2. below):

On¨ ~~August~~Written ~~16,~~communications ~~2002,~~pursuant ~~we purchased five commercial office buildings located in Alexandria, Virginia (together referred~~ to asRule ~~“Canal~~425 ~~Center”)~~under from Beacon Capital Strategic Partners, L.P. (“Beacon Capital Partners”), an unrelated party, for $141.5 million, including $78.0 million of cash and $63.5 million of assumed debt. The purchase price was the ~~result~~Securities ofAct ~~an arm’s length negotiation between Beacon Capital Partners and us. The acquisition of the five buildings was part of a §1031 tax-free exchange. We sold three buildings in Dallas, Texas~~ (~~together~~17 ~~referred~~CFR ~~to as “Commons at Las Colinas”) for approximately $119~~230.~~6 million in cash on August 15, 2002 to Wells Operating Partnership, L.P., an unrelated party.~~ 425)

~~The~~¨ ~~Canal~~Soliciting ~~Center~~material ~~buildings~~pursuant ~~are approximately 15 years old, located adjacent~~ to ~~each~~Rule ~~other~~14a-12 onunder the ~~banks~~Exchange ofAct ~~the~~(17 ~~Potomac~~CFR ~~River and have unobstructed views of the river~~240. The buildings contain an aggregate of approximately 589,000 leaseable square feet, and at the date of acquisition, were leased to a mix of 53 government and private organizations. At the date of acquisition, space in the Canal Center buildings was 92.0% leased, slightly higher than the market occupancy of 90.7%. The rental rates in the buildings ranged from approximately $29.00 to $31.50 per square foot, which approximates the market rental rates for comparable space of $27 to $32 per square foot. Although the buildings are 15 years old, they have been maintained in good condition and we do not anticipate any unusual costs related to upgrades or other capital expenditures or repairs and maintenance. After inquiry, we were not aware of any material factors relating to the properties other than those described above. 14a-12)

We¨ ~~estimate~~Pre-commencement ~~that~~communications ~~annual~~pursuant ~~cash from operations associated with the Canal Center Properties will be approximately $13.3 million and taxable income~~ to ~~our partners~~Rule ~~will~~14d-2(b) beunder ~~approximately $6.0 million. This assumes no significant changes in vacancy levels of~~ the ~~building~~Exchange asAct a(17 ~~result~~CFR ~~of tenant defaults and a constant level of property working capital~~240. 14d-2(b))

~~Item~~¨ 7Pre-commencement ~~Financial~~communications ~~Statements~~pursuant ~~and~~to ~~Exhibits~~Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~The~~CarrAmerica ~~following~~Realty, ~~financial~~L.P. ~~statements and pro forma financial information are filed as part of this report:~~

a)Form ~~Financial statements of real estate operations acquired specified by Rule 3~~8-14K ~~of Regulation S-X. See Index to Financial Statements and Pro Forma Financial Information (page F-1).~~

~~b) Pro forma financial information required pursuant to Article 11 of Regulation S-X~~Item 2.06 ~~See~~Material ~~Index~~Impairments ~~to Financial Statements and Pro Forma Financial Information (page F-1).~~

cOn November 21, 2005, CarrAmerica Realty, L.P. (“we or the Company”) ~~Exhibits:~~determined that a non-cash impairment charge will be recognized during the fourth quarter of 2005 for certain properties now under contract to be sold.

23The Company entered into contracts with no contingencies to dispose of three operating properties, Quorum Place, Quorum North and 5000 Quorum. An impairment charge of approximately $1.8 ~~Consent~~million will be recognized in connection with these properties in the fourth quarter of ~~KPMG~~2005. ~~LLP~~This additional impairment charge is being recognized because the fair value of the assets as determined by the actual selling prices (less estimated selling costs) is less than their current carrying value. The Company had previously recognized impairment losses on two of the properties, Quorum Place and 5000 Quorum, of $1.8 million and $2.2 million, respectively, in the first quarter of 2005 based on the estimate at that time of their fair market values less costs to sell.

The current impairment charge, totaling approximately $1.8 million, will reduce the Company’s net income and funds from operations (“FFO”) in the fourth quarter of 2005 and will be incurred in accordance with SFAS No. 144, which addresses accounting for the “Impairment or Disposal of Long-Lived Assets.”

If the sales of the properties are not completed as expected at the current contract price, further impairment charges could be required. If the properties are sold for less than the current contract price, the Company will incur an additional impairment charge equal to the difference between the actual sale price and the current contract price. If the properties are sold for more than the current contract price, the Company will recognize a gain equal to the difference between the actual sale price and the current contract price.

We provide FFO as a supplement to net income calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Although we believe FFO is a widely used measure of operating performance for equity real estate investment trusts (“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. FFO is defined by the National Association of Real Estate Investment Trusts (NAREIT) as follows:

•

Net income - computed in accordance with GAAP;

•

Less gains (or plus losses) from sales of operating properties and items that are classified as extraordinary items under GAAP;

•

Plus depreciation and amortization of assets uniquely significant to the real estate industry; and

•

Plus or minus adjustments for unconsolidated partnerships and joint ventures (to reflect funds from operations on the same basis).

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 comparison of operating performance more difficult. Our management believes, however, that FFO, by excluding such items, which can vary among owners of

~~INDEX~~similar TOassets ~~FINANCIAL~~in ~~STATEMENTS~~similar ~~AND~~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. These other REITs may not define the term in accordance with the current NAREIT definition or may interpret the current NAREIT definition differently than us.

~~PRO~~Statements ~~FORMA~~contained ~~FINANCIAL~~in ~~INFORMATION~~this Form 8-K which are not historical facts may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). The Company intends 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 the Company’s 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 8-K is filed with the Securities and Exchange Commission (“SEC”). A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to, the risks described in the Company’s annual report on Form 10-K for the year ended December 31, 2004. Such factors include, among others:

~~Except~~• asNational ~~discussed~~and ~~below~~local economic, ~~the~~business ~~following historical financial statements~~ and ~~pro~~real ~~forma~~estate ~~financial~~conditions ~~information~~that ~~are~~will, ~~presented~~among inother ~~accordance with Rule 3-14 and Article 11~~things, ~~respectively, of Regulation S-X of the Securities and Exchange Commission.~~ affect:

~~The~~• ~~Combined~~Demand Statement of Revenues and Certain Expenses of the Canal Center Properties covers the year ended August 15, 2002, rather than the year ended December 31, 2001. We were unable to prepare a combined statement of revenues and certain expenses for ~~the~~office ~~year ended December 31~~space, 2001, because the properties were acquired by Beacon Capital Partners from several other owners during 2001 and financial information of the previous owners was not available to us. We were able to prepare a combined statement of revenues and certain expenses for the year prior to our acquisition from information provided by Beacon Capital Partners and, accordingly, we are filing that statement with this Form 8-K. As permitted by Rule 3-14, we are providing an audited combined statement for only one year as the acquisition transaction was not with a related party and we, after reasonable inquiry, are not aware of any material factors related to the properties not otherwise disclosed that would cause the reported financial information not to be necessarily indicative of future operating results, except as to interest expense related to certain mortgage debt assumed and as to related depreciation. A discussion of material factors we considered in assessing the properties is included in Item 2.

• The unaudited pro forma condensed consolidated statements of continuing operations are based on our consolidated financial statements and the Combined Statement of Revenues and Certain Expenses of the Canal Center Properties described aboveextent, ~~adjusted~~strength ~~to give effect to the acquisition. We believe that it is appropriate to use the information in the Combined Statement of Revenues~~ and ~~Certain~~duration ~~Expenses~~ of ~~the~~any ~~Canal~~economic ~~Center Properties for the year ended August 15~~recovery, ~~2002~~including in the ~~pro~~effect ~~forma~~on ~~condensed~~demand ~~consolidated statement of continuing operations~~ for ~~the~~office ~~year ended~~space December 31, 2001, because we believe that the operating results of the properties for the periods were highly comparable given their consistent occupancy levels. These statements are provided to reflect how our statements of operations for the year ended December 31, 2001 and the ~~six~~creation ~~months ended June 30, 2002 might have appeared if the disposition~~ of ~~Commons~~new atoffice Las Colinas and the acquisition of the Canal Center Properties had been consummated at the beginning of the respective periods. The unaudited pro forma condensed consolidated statements of continuing operations are not necessarily indicative of our results of operations that would have occurred if the disposition and acquisition transactions had occurred at the beginning of the periods presenteddevelopment, nor are they necessarily indicative of our future results of operations. No pro forma consolidated balance sheet has been included because these transactions were reflected in our December 31, 2002 audited balance sheet which is included in our Form 10-K for the year ended December 31, 2002.

~~These~~• ~~unaudited~~Availability ~~pro forma condensed financial statements should be read in conjunction with our audited consolidated financial statements included in our Form 10-K for the years ended December 31, 2002~~ and ~~2001~~creditworthiness and our unaudited consolidated financial statements included in our Form 10-Q for the six months ended June 30, 2002. The unaudited pro forma adjustments are based upon this financial information and certain other assumptions included in the notes to the unaudited pro forma condensed consolidated statements of ~~continuing operations.~~ tenants,

Canal Center Properties
Independent Auditors’ Report		F-3
Combined Statement of Revenues and Certain Operating Expenses for the Year Ended August 15, 2002		F-4
Notes to Combined Statement of Revenues and Certain Operating Expenses		F-5 to F-6
CarrAmerica Realty, L.P. and Subsidiary
Pro Forma Condensed Consolidated Statement of Continuing Operations for the Year Ended December 31, 2001 (Unaudited)		F-7
Pro Forma Condensed Consolidated Statement of Continuing Operations for the Six Months Ended June 30, 2002 (Unaudited)		F-8
Notes to Pro Forma Condensed Consolidated Statements of Continuing Operations		F-9

•

The level of lease rents, and

~~F-1~~• The availability of financing for both tenants and us;

~~CANAL~~• ~~CENTER~~Adverse ~~PROPERTIES~~changes in the real estate markets, including, among other things:

~~Combined~~• ~~Statement~~The extent of ~~Revenues~~tenant bankruptcies, financial difficulties and defaults,

• The extent of future demand for office space in our core markets and ~~Certain~~barriers ~~Expenses~~to entry into markets which we may seek to enter in the future,

~~Year~~• ~~Ended August~~The ~~15,~~extent ~~2002~~of the decreases in rental rates,

~~(With~~• ~~Independent~~Our ~~Auditors’~~ability ~~Report thereon)~~to identify and consummate attractive acquisitions on favorable terms,

~~F-2~~• Our ability to successfully complete and lease development projects on time and within budget,

~~Independent~~• ~~Auditors’~~Our ~~Report~~ability to consummate any planned dispositions in a timely manner on acceptable terms, and

~~The~~• ~~Partners~~Changes in operating costs, including real estate taxes, utilities, insurance and security costs;

~~CarrAmerica~~• ~~Realty~~Actions, ~~L.P.:~~strategies and performance of affiliates that we may not control or companies in which we have made investments;

We• ~~have~~Ability audited the accompanying combined statement of revenues and certain expenses of the Canal Center Properties, as defined in note 1, for the year ended August 15, 2002. This combined financial statement is the responsibility of management. Our responsibility is to ~~express~~obtain aninsurance ~~opinion~~at ona ~~this~~reasonable ~~combined financial statement based on our audit.~~ cost;

We• ~~conducted~~CarrAmerica’s ~~our~~ability ~~audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit~~ to ~~obtain~~maintain ~~reasonable~~its ~~assurance~~status ~~about~~as ~~whether the combined statement of revenues and certain expenses is free of material misstatement. An audit includes examining, on~~ a ~~test~~REIT ~~basis,~~for ~~evidence~~federal ~~supporting the amounts~~ and ~~disclosures~~state inincome ~~the~~tax statement of revenues and certain expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined statement of revenues and certain expenses. We believe that our audit provides a reasonable basis for our opinion. purposes;

As• ~~described~~Ability in note 2, the accompanying combined statement of revenues and certain expenses excludes certain expenses that would not be comparable with those resulting from the proposed future operations of the Canal Center Properties. The accompanying combined statement of revenues and certain expenses was prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission and is not intended to beraise ~~a complete presentation of the Canal Center Properties’ revenues and expenses.~~ capital;

In• ~~our~~Effect ~~opinion, the statement referred to above presents fairly, in all material respects, the combined revenues and certain expenses (described in note 2)~~ of ~~the~~any ~~Canal~~terrorist ~~Center~~activity ~~Properties~~or ~~for~~other ~~the~~heightened ~~year~~geopolitical ~~ended August 15, 2002, in conformity with accounting principles generally accepted in the United States of America.~~ risks;

~~/s/ KPMG~~• ~~LLP~~Governmental actions and initiatives; and

~~June~~• 1,Environmental/safety ~~2003~~ requirements.

FFor further discussion of these and other factors that could impact our future results, performance, achievements or transactions, see the documents we file from time to time with the SEC, and in particular, the section titled “The Company – Risk Factors” of the Company’s annual report on Form 10-3K for the year ended December 31, 2004.

~~CANAL~~3 ~~CENTER PROPERTIES~~

Combined Statement of Revenues and Certain Expenses

Year Ended August 15, 2002

Revenues:
Minimum base rents	$	16,064,546
Recoveries from tenants		841,839
Parking and other tenant charges		1,463,359
Other		1,038,339
		19,408,083
Certain expenses:
Management		734,899
Payroll		532,840
Utilities		1,090,625
Operating services		997,212
Repairs and maintenance		274,677
Real estate taxes		1,295,902
Insurance and professional fees		290,698
Common area expenses		855,176
Other expenses		67,932
		6,139,961
Revenues in excess of certain expenses	$	13,268,122

See accompanying notes to combined statement of revenues and certain expenses.

F-4

CANAL CENTER PROPERTIES

Notes to Combined Statement of Revenues and Certain Expenses

Year Ended August 15, 2002

(1) Background

Effective August 16, 2002, CarrAmerica Realty, L.P. purchased five commercial office buildings located in Alexandria, Virginia, (together referred to as “Canal Center Properties”) from Beacon Capital Strategic Partners, L.P. (“Beacon”), an unrelated party.

(2) Summary of Significant Accounting Policies and Other Matters

(a) Basis of Presentation

The accompanying combined statement of revenues and certain expenses of the Canal Center Properties has been prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Accordingly, it is not representative of the actual operations for the period presented as certain expenses, which may not be comparable to the expenses expected to be incurred in the proposed future operations of the properties, have been excluded. Expenses excluded consist of mortgage interest and depreciation and amortization.

(b) Revenue Recognition

Minimum base rental revenues under tenant leases are recognized on a straight-line basis over the terms of the related leases. Revenues for recoveries from tenants of real estate taxes, insurance and other costs are recognized in the period in which the related expenses are incurred.

Lease termination fees are recognized on the termination date. Lease termination fees for the year were approximately $1,000,000 and are reflected in other revenues in the combined statement of revenues and certain expenses

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and judgments that affect the revenues and expenses recognized during the reporting period. Actual results could differ from those estimates.

(3) Lease Agreements

The commercial office buildings contain a total of approximately 589,000 rentable square feet of office, retail, and storage space. As of August 15, 2002, approximately 89% of this space is under lease. The lease terms for space in the commercial office buildings range from 1 to 21 years.

F-5

CANAL CENTER PROPERTIES

Notes to Combined Statement of Revenues and Certain Expenses

Year Ended August 15, 2002

The following table summarizes future minimum rental receipts and the percentage of expiring leases by square footage under noncancelable operating leases as of August 15, 2002:

2002	$	5,304,480	2	%
2003		13,566,242	11	%
2004		12,663,581	7	%
2005		12,024,155	6	%
2006		11,427,414	3	%
Thereafter		32,401,901	71	%
	$	87,387,773	100	%

The leases also provide for additional rents based on increases in the Consumer Price Index and increases in operating expenses.

(4) Management Fees

The properties were managed by a subsidiary of Beacon for a fee equal to three percent of “gross revenues,” as defined in the management agreement. In addition, the manager was reimbursed for personnel and other on-site management costs.

(5) Common Area Expenses

Common area expenses include landscaping, security, utilities, and management costs related to the operation of space utilized by all of the Canal Center Properties.

F-6

CarrAmerica Realty, L.P. and Subsidiary

Pro Forma Condensed Consolidated Statement of Continuing Operations

for the Year Ended December 31, 2001

(Amounts in thousands)	Year EndedDecember 31,2001			BuildingsSold—Commonsat Las Colinas			BuildingsAcquired—CanalCenter Properties			Pro FormaAdjustments			Pro FormaYear EndedDecember 31,2001
Revenues:
Minimum base rent	$	87,160		$	(12,839	) 1	$	16,065	2	$	—		$	90,386
Recoveries from tenants		13,124			(21	) 1		842	2		—			13,945
Other tenant charges		2,821			—			1,463	2		—			4,284
Other revenue		972			—			1,038	2		—			2,010
Total operating revenue		104,077			(12,860	)		19,408			—			110,625
Operating expenses:
Property expenses:
Operating expenses		24,316			(111	) 1		4,844	2		—			29,049
Real estate taxes		7,691			—			1,296	2		—			8,987
Interest expense		19,185			—			—			3,156	3		19,791
											(2,550	) 4
General and administrative		7,978			—			—			—			7,978
Depreciation and amortization		30,180			(5,541	) 1		—			4,349	5		28,988
Total operating expenses		89,350			(5,652	)		6,140			4,955			94,793
Real estate operating income		14,727			(7,208	)		13,268			(4,955	)		15,832
Other income:
Interest income		1,580			—			—			—			1,580
Equity in earnings of unconsolidated entities		3,653			—			—			—			3,653
Total other income		5,233			—			—			—			5,233
Income from continuing operations before loss on sale of assets and other provisions, net		19,960			(7,208	)		13,268			(4,955	)		21,065
Loss on sale of assets and other provisions, net		(7,435	)		—			—			—			(7,435	)
Income from continuing operations	$	12,525		$	(7,208	)	$	13,268		$	(4,955	)	$	13,630

See accompanying notes to pro forma condensed consolidated statements of continuing operations.

F-7

CarrAmerica Realty, L.P. and Subsidiary

Pro Forma Condensed Consolidated Statement of Continuing Operations

for the Six Months Ended June 30, 2002

	Six MonthsEnded June 30,2002			Buildings Sold – Commons at Las Colinas			BuildingsAcquired – Canal Center Properties			Pro Forma Adjustments			Pro FormaSix Months Ended June 30,2002
(Amounts in thousands)
Revenues:
Minimum base rent	$	42,442		$	(6,234	) 1	$	7,916	2	$	—		$	44,124
Recoveries from tenants		7,019			(21	) 1		325	2		—			7,323
Other tenant charges		1,130			—			713	2		—			1,843
Other revenue		445			—			969	2		—			1,414
Total operating revenue		51,036			(6,255	)		9,923			—			54,704
Operating expenses:
Property expenses:
Operating expenses		11,269			(64	) 1		2,396	2		—			13,601
Real estate taxes		4,737			—			650	2		—			5,387
Interest expense		7,931			—			—			984	3		8,023
											(892	) 4
General and administrative		2,460			—			—			—			2,460
Depreciation and amortization		15,261			(2,765	) 1		—			2,175	5		14,671
Total operating expenses		41,658			(2,829	)		3,046			2,267			44,142
Real estate operating income		9,378			(3,426	)		6,877			(2,267	)		10,562
Other income:
Interest income		410			—			—			—			410
Equity in earnings of unconsolidated entities		2,019			—			—			—			2,019
Total other income		2,429			—			—			—			2,429
Income from continuing operations before loss on sale of assets and other provisions, net		11,807			(3,426	)		6,877			(2,267	)		12,991
Loss on sale of assets and other provisions, net		(1,009	)		—			—			—			(1,009	)
Income from continuing operations	$	10,798		$	(3,426	)	$	6,877		$	(2,267	)	$	11,982

See accompanying notes to pro forma condensed consolidated statements of continuing operations.

F-8

CarrAmerica Realty, L.P. and Subsidiary

NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF CONTINUING OPERATIONS

1. Eliminate revenues, property operating expenses, real estate taxes and depreciation for the Commons at Las Colinas.

2. Record revenues, property operating expenses and real estate taxes for Canal Center Properties.

3. Record interest expense on $63.5 million of assumed variable interest debt (LIBOR plus 1.25%) at effective rates of approximately 4.97% and 3.10% for the year ended December 31, 2001 and six months ended June 30, 2002, respectively. A 10% change in LIBOR would change interest expense approximately $236,000.

4. Eliminate interest expense associated with debt paid down with net proceeds ($41.0 million) of the disposition and acquisition transactions

5. Record estimated depreciation expense for the Canal Center Properties based upon our accounting policies.

6. The pro forma condensed consolidated statements of continuing operations do not include a gain of approximately $19.1 million recognized on the sale of the Commons at Las Colinas.

F-9

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: ~~June 20~~November 22, ~~2003~~2005

CARRAMERICA REALTY, L.P. a Delaware Limited Partnership By: CarrAmerica Realty GP Holdings, LLC, its general partner /s/ Kurt A. Heister Kurt A. Heister, Treasurer (on behalf of registrant and as its principal accounting officer)

~~By:~~4 ~~/s/ KURT A. HEISTER Kurt A. Heister Controller and Treasurer (on behalf of the registrant and as the registrant’s principal financial officer)~~

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