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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

For fiscal year ended December 31, 2002

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  ¨     No  x

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 February 24, 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 1,303,153 units of partnership interest held by non-affiliates of the registrant was approximately $31,314,767 million, based upon the closing price of a share of common stock of CarrAmerica Realty Corporation of $24.03 on the New York Stock Exchange composite tape on such date.

PART I

Item 1. BUSINESS

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, 2002, we owned a controlling interest in a portfolio of 55 office buildings. The 55 office buildings contain a total of approximately 4.9 million square feet of net rentable area and as of December 31, 2002 were 90.4% leased. As of December 31, 2002, we also owned minority interests (ranging from 21.2% to 49.0%) in 29 operating office buildings and one office building under construction. The 29 operating office buildings in which we owned a minority interest as of December 31, 2002 were 92.9% leased. The one office building under construction will contain approximately 129,000 square feet of net rentable area.

We are managed indirectly by CarrAmerica Realty Corporation (“CarrAmerica”). CarrAmerica indirectly serves as our sole general partner. CarrAmerica indirectly owned 90.9% of our partnership units (“Units”) as of December 31, 2002. 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, 2002, it owned a greater than 50% interest in 260 operating office buildings and two office buildings and one residential property under construction. The 260 operating office buildings contain a total of approximately 20.3 million square feet of net rentable area. The two office buildings under construction will contain approximately 70,000 square feet of net rentable area. The stabilized operating buildings in which it owned a controlling interest as of December 31, 2002 were 92.3% leased. These properties had approximately 1,050 tenants. As of December 31, 2002, CarrAmerica also owned minority interests (ranging from 15% to 50%) in 36 operating office buildings and two buildings under construction. The 36 operating office buildings contain a total of approximately 4.9 million square feet of net rentable area. The two office buildings under construction will contain approximately 608,000 square feet of net rentable area. The stabilized operating buildings in which they owned a minority interest as of December 31, 2002 were 92.3% leased. For more complete information regarding CarrAmerica, see CarrAmerica’s Annual Report on Form 10-K for the year ended December 31, 2002 (the “2002 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 publicly held debt of CarrAmerica. As of December 31, 2002, approximately 26.7% 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, 2002. Our limited partners are CarrAmerica Realty LP Holdings, Inc. (“LP Holdings”), a wholly-owned subsidiary of CarrAmerica, which owned an approximate 89.9% interest in us at December 31, 2002 and various other individuals and entities, which collectively owned an approximate 9.1% interest in us at December 31, 2002. As of December 31, 2002, 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 in order to maintain strategic flexibility 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. CarrAmerica’s investment strategy is enhanced by providing value-added services, including development, leasing and management of the properties.

CarrAmerica focuses its acquisition and development activity in U.S. markets that possess favorable long-term growth characteristics. CarrAmerica has established a local presence in each existing market by acquiring and/or developing a critical mass of properties. This local presence is maintained through continuing investment and development activity and relationships established by local CarrAmerica employees.

As of December 31, 2002, our real estate property operations were allocated among our markets as follows:

2002 Activity

As a result of the ongoing weak economic climate, the real estate markets have been materially affected. The sustained lack of job growth has reduced demand for office space and overall vacancy rates for office properties have increased in most of our markets. In reviewing various outlooks for the economy, we believe that the vacancy rates will not improve in any material fashion until at least 2004. During 2002, our markets weakened significantly and our operations in those markets were adversely impacted. The occupancy in our portfolio of stabilized operating properties decreased to 90.4% at December 31, 2002 compared to 92.2% at December 31, 2001 and 96.8% at December 31, 2000. Market rental rates have declined in most markets from peak levels and we believe there will be additional declines in some markets in 2003.

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Acquisition Activity

During 2002, we acquired three operating properties totaling approximately 666,000 rentable square feet for approximately $160.5 million including assumed debt. Our building purchases in 2002 were acquired from unrelated third parties. Canal Center was purchased from Canal Center Properties LLC, TransPotomac V Plaza was purchased from TransPotomac V LLC and 11119 Torrey Pines Road was purchased from USAA Real Estate Company. The purchases were funded from the sale of other properties and through acquired debt. Canal Center and TransPotomac V Plaza were acquired subject to $63.5 million of 3.06% debt held by Morgan Stanley Dean Witter. We paid this debt in full in 2002. The table below details our 2002 acquisitions.

Disposition Activity

During 2002, we sold two operating properties totaling approximately 676,000 rentable square feet for approximately $130.4 million to unrelated third parties . We sold Commons @Las Colinas for $119.6 million to Wells Operating Partnership, L.P. The table below details our 2002 dispositions.

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 principally utilize these arrangements on projects characterized by large dollar-per-square foot costs and/or when we desire to limit capital deployment in certain markets. For example, we entered into a joint venture with Rosewood Property Company in September 2000 to develop two, three-story office buildings at Custer Court in Richardson, Texas. We own a 49% interest in the joint venture. Construction on the first building began in 2000 and was completed in 2002. The completed office building contains approximately 121,000 square feet of net rentable area. Due to weak market conditions, construction on the second building never began and the necessary land has not been purchased. We did not enter any new joint ventures or development activity during 2002.

Financing Activity

In January 2002, CarrAmerica issued $400.0 million of senior unsecured notes. The notes bear interest at 7.125% per annum payable semi-annually beginning on July 15, 2002. The notes mature on January 15, 2012. In November 2002, CarrAmerica issued $50.0 million of 5.261% and $175.0 million of 5.25% senior unsecured notes. The notes mature on November 30, 2007. The interest on the notes is payable semi-annually beginning May 30, 2003. We unconditionally guarantee all of the notes.

Forward-Looking Statements

Certain statements contained herein 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 our and our

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affiliates, or the industry’s actual results, performance, achievements or transactions 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:

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 2002 CarrAmerica 10-K, which information is hereby incorporated by reference.

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Item 2. PROPERTIES

General

As of December 31, 2002, we owned interests (consisting of whole or partial ownership interests) in 84 operating office buildings located in 11 markets across the United States. As of December 31, 2002, we owned fee simple title or leasehold interest in 55 operating office buildings and non-controlling partial interests of 21.2% to 49.0% in 29 operating office buildings and one office building under construction. The 55 operating office buildings contain a total of approximately 4.9 million square feet of net rentable area and as of December 31, 2002 were 90.4% leased. The 29 operating office buildings in which we owned a minority interest as of December 31, 2002 contain approximately 3.2 million square feet of net rentable area and were 92.9% leased as of December 31, 2002. The one office building under construction in which we own a minority interest will contain approximately 129,000 square feet of net rentable area.

The following table sets forth information about each operating property in which we own an interest as of December 31, 2002:

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