Note 1–Description of Business and Summary of Significant Accounting Policies

(a)  Business
We are a fully integrated, self-administered and self-managed publicly traded real estate investment trust ("REIT"). We focus on the acquisition, development, ownership and operation of office properties, located primarily in selected suburban markets across the United States. Until June of 2000, we also operated an executive suites business. As discussed in note 3, we disposed of a substantial portion of our interest in this business on June 1, 2000, and we present the executive suites business as a discontinued operation. Our principal shareholder at December 31, 2000 was Security Capital-U.S. Realty, which owned approximately 44% of our outstanding common stock. In January 2001, Security Capital-U.S. Realty merged with Security Capital Group International, and, as a result, Security Capital Group International ("Security Capital") now owns these shares.

(b)  Basis of Presentation
Our accounts and those of our majority-owned/controlled subsidiaries and affiliates are consolidated in the financial statements. We use the equity or cost methods, as appropriate in the circumstances, to account for our investments in and our share of the earnings or losses of unconsolidated entities. These entities are not majority-owned or controlled by us.

Management has made a number of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses in the financial statements, and the disclosure of contingent assets and liabilities. Estimates are required in order for us to prepare our financial statements in conformity with accounting principles generally accepted in the United States of America. Significant estimates are required in a number of areas, including the evaluation of impairment of long-lived assets, determination of useful lives of assets subject to depreciation or amortization and evaluation of the collectibility of accounts and notes receivable. Actual results could differ from these estimates.

(c)  Rental Property

Properties to be developed or held and used in rental operations are carried at cost less accumulated depreciation and impairment losses, where appropriate. Properties held for sale are carried at the lower of their carrying values (i.e., cost less accumulated depreciation and impairment losses, where appropriate) or estimated fair value less costs to sell. Properties are considered held for sale when they are subject to a contract of sale meeting criteria specified by senior management (e.g., contingencies are met or waived, a nonrefundable deposit is paid, etc.). Depreciation on these properties is discontinued at that time, but operating revenues, other operating expenses and interest continue to be recognized until the date of sale. At December 31, 2000, rental properties with a net book value of $203.0 million and land with a carrying value of $12.0 were held for sale. The sale of the majority of the rental properties closed in February 2001 (see note 13) and all of the land is expected to be sold in 2001.
Depreciation of rental properties is computed on a straight-line basis over the estimated useful lives of the assets. The estimated lives of our assets by class are as follows:
Base building 30 to 50 years
Building components 7 to 20 years
Tenant improvements Lesser of the terms
of the leases or useful
lives of the assets
Leasehold improvements,
  furniture, fixtures and equipment            5 to 15 years

Specifically identifiable costs associated with properties and land in development are capitalized. Capitalized costs may include salaries and related costs, real estate taxes, interest, pre-construction costs essential to the development of a property, development costs, construction costs and external acquisition costs. Costs of significant improvements, renovations and replacements to rental properties are capitalized. Expenditures for maintenance and repairs are charged to operations as they are incurred.

If events or changes in circumstances indicate that the carrying value of a rental property 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 is written down to estimated fair value and an impairment loss is recognized.

We recognize gains from sales of rental properties and land at the time of sale using the full accrual method, provided that various criteria related to the terms of the transactions and any subsequent involvement by us with the properties sold are met. If the criteria are not met, we defer the gains and recognize them when the criteria are met or using the installment or cost recovery methods, as appropriate in the circumstances.

(d)  Tenant Leasing Costs
We defer fees and initial direct costs incurred in the negotiation of completed leases. They are amortized on a straight-line basis over the term of the lease to which they apply.

(e)  Deferred Financing Costs

We defer fees and costs incurred to obtain financing. They are amortized using the interest method over the term of the loan to which they apply.

(f)  Real Estate Service Contracts and Other Intangibles

The costs of real estate service contracts and other identified intangible assets are amortized on a straight-line basis over the expected lives of the assets.

(g)  Fair Values of Financial Instruments

The carrying amounts of cash and cash equivalents, accounts and notes receivable and accounts payable and accrued expenses approximate their fair values because of their short-term maturities. Fair value information relating to mortgages and notes payable is provided in Note 2.

(h)  Revenue Recognition

We recognize minimum base rental revenue under tenant leases on a straight-line basis over the terms of their respective leases. Accrued straight-line rents represent the rental revenue recognized in excess of rents due under the lease agreements at the balance sheet date. Accrued straight-line rents is net of an allowance for estimated uncollectible amounts. The allowance is based on the expected future cash flows determined based on current information and management's assessment of the tenants' ability to fulfill their lease obligations. We recognize revenues for recoveries from tenants of real estate taxes, insurance and other costs in the period in which the related expenses are incurred.

We recognize revenue for services on properties we manage, lease or develop for unconsolidated entities or third parties when the services are performed. Revenue for development and leasing services to affiliates is reduced to eliminate profit to the extent of our ownership interest.

(i)  Income and Other Taxes

In general, a REIT which meets certain requirements and distributes at least 90 percent of its REIT taxable income to its shareholders in a taxable year will not be subject to income tax to the extent of the income it distributes. We qualify and intend to continue to qualify as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As a result, we have made no provision for federal income taxes on income from continuing operations, except for taxes on certain property sales.

The REIT Modernization Act ("RMA") was included in the Tax Relief Extension Act of 1999 ("the Act"), which was enacted into law on December 17, 1999. The RMA includes numerous amendments to the provisions governing the qualification and taxation of REITs. These amendments were effective January 1, 2001. One of the principal provisions included in the Act was the creation of the taxable REIT subsidiary ("TRS").

A TRS is a corporation that, among other things, is permitted to provide services to tenants that previously were allowed to be provided only by independent third parties or through a corporation in which we had less than 10% of the voting power. We and some of our subsidiaries made a joint election to treat these subsidiaries as TRS's for federal and state income tax purposes as of January 1, 2001.

The net operating losses carried forward from December 31, 2000, for federal income tax purposes aggregate approximately $10.4 million and will begin to expire in 2012.

We have subsidiaries which are organized as partnerships which are subject to District of Columbia franchise tax. This tax is included in income taxes.

(j)  Hedging Transactions

We sometimes use interest rate lock and collar agreements to hedge against the impact of interest rate fluctuations on our existing debt or anticipated financing transactions. These agreements are designed as hedges and, as a result, changes in their fair values are not recognized in the financial statements, provided that they meet defined correlation and effectiveness criteria at inception and thereafter. Instruments that cease to qualify for hedge accounting are marked-to-market with gains and losses recognized in the statement of operations.

(k)  Earnings Per Share and Dividends

Our basic earnings per share (EPS) is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding. Our diluted EPS is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all dilutive potential common shares outstanding during the period. The dilutive effects of convertible securities are computed using the "if-converted" method. The dilutive effects of options, warrants and their equivalents (including fixed awards and nonvested shares issued under stock compensation plans) are computed using the "treasury stock" method.

The following table sets forth information relating to the computations of our basic and diluted EPS for income from continuing operations:


    Year Ended December 31, 2000
  Income    Shares       Per Share  
(in thousands except per share amounts)   (Numerator)   (Denominator)     Amount  
Basic EPS   $ 111,953   66,221     $ 1.69
Effect of Dilutive Securities—
 Stock Options   1,428 (0.04 )
Diluted EPS   $ 111,953   67,649     $ 1.65
   
  Year Ended December 31, 1999
  Income   Shares     Per Share  
  (Numerator)   (Denominator)     Amount  
Basic EPS   $ 115,631   67,858     $ 1.71
Effect of Dilutive Securities—
 Stock Options   124
Diluted EPS   $ 115,631   67,982     $ 1.71
   
  Year Ended December 31, 1998
  Income   Shares     Per Share  
  (Numerator)   (Denominator)     Amount  
Basic EPS   $  84,408   68,577     $ 1.23
Effect of Dilutive Securities—
 Stock Options   201
Diluted EPS   $  84,408   68,778     $ 1.23


Income from continuing operations has been reduced by preferred dividends of $35,206, $35,448 and $35,571 for 2000, 1999 and 1998, respectively.

The effects of convertible units in CarrAmerica Realty L.P. and Carr Realty L.P. and Series A Convertible Preferred Stock are not included in the calculation of diluted EPS for any year in which their effect is antidilutive.

The tax status of our common stock dividends paid during the last three years is as follows:


2000 1999 1998
Ordinary income                  84 %    78 %    92 %   
Capital gain 16 % 22 %
Return of capital 8 %

(l)  Cash Equivalents

We consider all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents except that any such investments purchased with funds on deposit in escrow or similar accounts are classified as restricted deposits.

(m)  Accumulated Other Comprehensive Income

We currently do not have any items of other comprehensive income. Prior to the merger of HQ Global with VANTAS (see note 3), we had foreign currency translation adjustments due to HQ Global's foreign affiliates. Our historic translation adjustments are included in net assets of discontinued operations at December 31, 1999. Our comprehensive income represented net income and translation adjustments. Comprehensive income was $179.5 million in 2000, $141.7 million in 1999 and $127.0 million in 1998.

(n)  Segment Information

We have two reportable business segments: real estate property operations and development operations. Business activities and operating segments that are not reportable are included in other operations.

(o)  Stock/Unit Compensation Plans

We use the intrinsic value method to account for our stock option and unit plans. Under this method, we record compensation expense for awards of stock, options or units to employees only if the market price of the unit or stock on the grant date exceeds the amount the employee is required to pay to acquire the unit or stock.

(p)  New Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133 requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet. The derivatives must be measured at fair value. We have adopted this statement as of January 1, 2001. Because we use derivatives on only a limited basis and in a manner that will qualify for treatment as cash flow hedges under SFAS No. 133, adoption of SFAS No. 133 will not have a material impact on our financial statements.

(q)  Reclassifications

Some prior years' amounts have been reclassified to conform to the current year's presentation.

Note 2–Mortgages and Notes Payable


Our mortgages and notes payable are summarized as follows:


December 31,      December 31,
(in thousands) 2000   1999
Fixed rate mortgages $ 560,158   $ 635,371
Unsecured credit facility             176,000 343,000
Senior unsecured notes 475,000 625,000
$ 1,211,158   $ 1,603,371

Mortgages payable are collateralized by properties and generally require monthly principal and/or interest payments. Mortgages payable mature at various dates from August 2001 through July 2019. The weighted average interest rate of mortgages payable was 8.09% at December 31, 2000 and 8.04% at December 31, 1999.

We have a $450.0 million unsecured credit facility with Morgan Guaranty Trust Company of New York (Morgan), as agent for a group of banks. The credit facility bears an interest rate, based on our choice, of either the higher of the prime rate or the Federal Funds Rate or 70 basis points above the 30-day London Interbank Offered Rate (LIBOR). We usually select the interest rate equal to 70 basis points above the 30-day LIBOR rate for initial draws and when LIBOR contracts expire. The credit facility matures in August 2001 and we are in the process of negotiating the terms of renewal. Based on the progress of the negotiations, we expect that we will continue to have credit available to meet our needs on satisfactory terms. At December 31, 2000, we had $270.3 million available for draw under the credit facility.

Our unsecured credit facility contains financial and other covenants with which we must comply. Some of these covenants include:
  • A minimum ratio of annual EBITDA (earnings before interest, taxes, depreciation and amortization) to interest expense;
  • A minimum ratio of annual EBITDA to debt service;
  • A maximum ratio of total debt to tangible fair market value of our assets;
  • Restrictions on our ability to make dividend distributions in excess of 90% of funds from operations.
Availability under the unsecured credit facility is also limited to a specified percentage of the fair value of our unmortgaged properties.

We had senior unsecured notes outstanding of $475.0 million at December 31, 2000. These notes are as follows:
  • $150 million of 7.20% notes due in 2004;
  • $100 million of 6.625% notes due in 2005;
  • $125 million of 7.375% notes due in 2007;
  • $100 million of 6.875% notes due in 2008.
Our senior unsecured notes also contain covenants with which we must comply. These include:
  • Limits on our total indebtedness on a consolidated basis;
  • Limits on our secured indebtedness on a consolidated basis;
  • Limits on our required debt service payments.
CarrAmerica Realty, L.P. unconditionally guarantees the senior unsecured notes.

Debt maturities at December 31, 2000 are as follows (in thousands):


2001 $ 254,483
2002 44,435
2003 49,980
2004 171,352
2005 118,439
2006 and thereafter                        572,469
$ 1,211,158

Restricted deposits consist primarily of escrow deposits. These deposits are required by lenders to be used for future building renovations or tenant improvements or as collateral for letters of credit.

The estimated fair value of our mortgages payable at December 31, 2000 and 1999 was approximately $582.3 million and $659.0 million, respectively. The estimated fair value is based on the borrowing rates available to us for fixed rate mortgages payable with similar terms and average maturities. The fair value of the unsecured credit facility at December 31, 2000 and 1999 approximates book value. The estimated fair value of our senior unsecured notes at December 31, 2000 and 1999 was approximately $468.7 million and $584.8 million, respectively. The estimated fair value is based on the borrowing rates available to us for debt with similar terms and maturities.

Note 3–Discontinued Operations

On January 20, 2000, we, along with HQ Global Workplaces, Inc. (HQ Global), VANTAS Incorporated (VANTAS) and FrontLine Capital Group, entered into several agreements that contemplated several transactions including (i) the merger of VANTAS with and into HQ Global, (ii) the acquisition by FrontLine Capital Group of shares of HQ Global common stock from us and other stockholders of HQ Global, and (iii) the acquisition by VANTAS of our debt and equity interests in OmniOffices (UK) Limited and OmniOffices LUX 1929 Holding Company S.A.

On June 1, 2000, we consummated the transactions. We recognized an after tax gain of $31.9 million. Our investment in the merged entity at December 31, 2000 was $42.2 million and is accounted for using the cost method. We own approximately 16% of the equity of the merged entity on a fully diluted basis. In connection with the HQ Global merger, a $200.0 million credit facility that HQ Global had with Morgan Guaranty Trust Company was retired. Approximately $140.5 million of HQ Global debt (which we guaranteed) was repaid at that time.

As part of the HQ Global/VANTAS transaction, we received put rights with respect to our continuing interest in HQ Global. These rights can be exercised at specified times at our option if HQ Global has not completed an initial public offering. A portion of the put is exercisable in late 2001, with the balance exercisable in June 2002. Payment for our HQ Global stock will be based on the fair market value of our investment and can be made either in cash, a short-term note (in the case of the 2001 put right) or delivery of common stock of FrontLine Capital Group, a NASDAQ-listed company and the majority shareholder of HQ Global.

Note 4–Minority Interest

At the time we were incorporated and our majority-owned subsidiary, Carr Realty, L.P. was formed, those who contributed interests in properties to Carr Realty, L.P. had the right to elect to receive either our common stock or units of limited partnership interest in Carr Realty, L.P. In addition, we have acquired assets since our formation by issuing distribution paying units and non-distribution paying units of Carr Realty, L.P. and CarrAmerica Realty, L.P. The non-distribution paying units cannot receive any distributions until they automatically convert into distribution paying units in the future. During the year ended December 31, 2000, 163,598 non-distribution paying units were converted to distribution paying units. A distribution paying unit, subject to restrictions, may be redeemed for either one share of our common stock, or, at our option, cash equal to the fair market value of a share of our common stock at the time of redemption. When a Unitholder redeems a distribution paying unit for a share of common stock or cash, minority interest is reduced and our investment in Carr Realty, L.P. or CarrAmerica Realty, L.P., as appropriate, is increased. During the years ended December 31, 2000 and 1999, 292,739 and 38,430 distribution paying units, respectively, of Carr Realty, L.P. were redeemed for our common stock. Minority interest in the financial statements relates primarily to Unitholders.

The following table summarizes the outstanding shares of our common stock, preferred stock which is convertible into our common stock and outstanding units of Carr Realty, L.P. and CarrAmerica Realty, L.P.:


(in thousands) Common
Stock
Outstanding
   Convertible
Preferred
Stock
Outstanding
   Distribution
Paying
Units
Outstanding
   Non-Distribution
Paying
Units
Outstanding
As of December 31,          
2000 65,018   480   5,656   268
1999 66,826   680   6,048   432
1998 71,760   680   5,978   540
 
Weighted average for:
2000 66,221   495   5,916   405
1999 67,858   680   6,003   495
1998 68,577   745   5,985   540


Note 5–Other Investments in Unconsolidated Entities and Affiliate Transactions
We own interest ranging from 15% to 50% in real estate property operations and development operations through unconsolidated entities. We had eleven investments in 2000, six investments in 1999 and eight investments in 1998 in these entities.

The combined condensed financial information for the unconsolidated entities accounted for under the equity method is as follows:


December 31,
(in thousands) 2000 1999
Balance Sheets
Assets
  Rental property, net   $ 569,500 $ 188,463
  Land and construction
   in progress 123,540 47,134
  Cash and cash equivalents 20,140 4,921
  Other assets 37,201 37,815
$ 750,381 $ 278,333
Liabilities and Partners’ Capital               
Liabilities:
  Notes payable $ 184,991 $ 249,330
  Other liabilities 15,697 18,715
    Total liabilities 200,688 268,045
Partners’ capital 549,693 10,288
$ 750,381 $ 278,333
 
Year Ended December 31,
(in thousands) 2000 1999 1998
Statements of Operations
Revenue $ 64,423    $ 39,825   $ 90,734
Depreciation and
 amortization expense 14,733 7,370 11,331
Interest expense 19,529 19,464 26,123
Other expenses 21,302 11,371 48,050
Gain on sale of assets 63,984  
    Net income $ 72,843 $ 1,620 $ 5,230

In addition to making investments in these entities, we provided construction management, leasing, development and architectural and other services to them. We earned fees for these services of $8.9 million in 2000, $7.9 million in 1999 and $6.1 million in 1998. Accounts receivable from our affiliates were $4.8 million at December 31, 2000 and $6.1 million at December 31, 1999. At December 31, 1999, these receivables included a leasing commission receivable of $2.1 million. In December 2000, the building to which this receivable related was sold and the balance of the receivable was collected.

A subsidiary of Clark Enterprises, Inc., a Unitholder, has provided construction management services to us. We have paid $1.7 million in 2000, $3.1 million in 1999 and $19.6 million in 1998 for these services.

During 1999 and 1998, payments of $0.2 million and $0.3 million, respectively, were made to Security Capital Investment Research Incorporated, an affiliate of Security Capital, for research. Payments to Security Capital in 2000 were less than $30,000. The research was related to the acquisition of operating properties, executive office suites businesses and development properties.


Note 6–Lease Agreements

Space in our rental properties is leased to approximately 1,350 tenants. In addition to minimum rents, the leases typically provide for other rents which reimburse us for specific property operating expenses. The future minimum base rent to be received under noncancellable tenant leases and the percentage of total rentable space under leases expiring each year, as of December 31, 2000 are summarized as follows:


Percentage of
Future Total Space
Minimum Under Lease
(dollars in thousands)                   Rent Expiring
2001 $ 417,395   8.1
2002 396,353 12.4
2003 341,008 14.6
2004 271,534 14.9
2005 223,713 12.0
2006 & thereafter 565,367 38.0
$ 2,215,370

Leases also provide for additional rent based on increases in the Consumer Price Index (CPI) and increases in operating expenses. Increases are generally payable in equal installments throughout the year.

We lease land for two office properties located in metropolitan Washington, D.C. and one office property located in Santa Clara, California. We also lease land adjacent to an office property in Chicago, Illinois. The initial terms of these leases range from 5 years to 99 years. The longest lease matures in 2086. The minimum base annual rental payment for these leases is $2.6 million.

Note 7–Common and Preferred Stock

In 2000, our Board of Directors has authorized us to spend up to $225 million to repurchase our common shares. During 2000, we acquired approximately 3.2 million shares for $90.2 million, an average price of $28.41 per share.

We are authorized to issue 35 million shares of preferred stock. On October 25, 1996, we issued 1,740,000 shares of Series A Cumulative Convertible Redeemable Preferred Stock ("Series A Preferred Stock") at $25 per share. Dividends for the Series A Preferred Stock are cumulative from the date of issuance. The dividends are payable quarterly in arrears in an amount per share equal to the greater of $1.75 per share per year or the cash dividend paid on the number of shares of our common stock into which a share of Series A Preferred Stock is convertible. Series A Preferred Stock has a liquidation preference of $25 per share. Each share of Series A Preferred Stock is convertible into one share of common stock (subject to conversion adjustments), at the option of the holder. As of December 31, 2000, 1,260,000 shares of Series A Preferred Stock had been converted into common stock. After October 25, 1999, each outstanding share of Series A Preferred Stock became redeemable at our option. The redemption price is $25 per share plus accrued and unpaid dividends.

As of December 31, 2000, we had the following additional preferred stock issued and outstanding:


  Liquidation   Dividend
Shares Issue Date Preference Rate
Series B          8,000,000   August 1997 $25.00 8.57%
Series C 6,000,000   November 1997   $25.00 8.55%
Series D 2,000,000 December 1997 $25.00 8.45%

The Series C and D shares are Depositary Shares. They each represent a 1/10 fractional interest in a share of preferred stock. Dividends for the Series B, C and D shares are cumulative from the date of issuance and are payable quarterly in arrears on the last day of February, May, August and November. These preferred shares are redeemable at our option after the following dates:

Series B                                August 12, 2002
Series C November 6, 2002
Series D December 19, 2002

Note 8–Stock/Unit Compensation Plans
As of December 31, 2000, we had three option plans. Two plans are for the purpose of attracting and retaining executive officers and other key employees (1997 Employee Stock Option and Incentive Plan and the 1993 Carr Realty Option Plan). The other plan is for the purpose of attracting and retaining directors who are not employees (1995 Non-Employee Director Stock Option Plan).

The 1997 Employee Stock Option and Incentive Plan ("Stock Option Plan") allows for the grant of options to purchase our common stock at an exercise price equal to the fair market value of the common stock at the date of grant. At December 31, 2000, we had options and units to purchase 10,000,000 shares of common stock and units reserved so we could issue them under the Stock Option Plan. At December 31, 2000, 6,281,703 options were outstanding. All of the outstanding options have a 10-year term from the date of grant. 3,606,375 options vest over a four-year period, 25% per year, and 450,000 options vest at the end of five years. The balance of the options vest over a five-year period, 20% per year.

The 1993 Carr Realty Option Plan allows for the grant of options to purchase units of Carr Realty, L.P. (unit options). These options are exercisable at the fair market value of the units at the date of grant, which is equivalent to the fair market value of our common stock on that date. Units (following exercise of unit options) are redeemable for cash or common stock, at our option. At December 31, 2000, we had options to purchase 1,266,900 units authorized for grant under the 1993 Carr Realty Option Plan, of which 238,522 were outstanding. All of the outstanding options have a 10-year term from the date of grant and vest over five years, 20% per year.

The 1995 Non-Employee Director Stock Option Plan provides for the grant of options to purchase our common stock at an exercise price equal to the fair market value of the common stock at the date of grant. Under this plan, newly elected non-employee directors are granted options to purchase 3,000 shares of common stock when they start serving as a director. In connection with each annual election of directors, a continuing non-employee director will receive options to purchase 7,500 shares of common stock. The stock options have a 10-year term from the date of grant and vest over three years, 33 1/3% per year. At December 31, 2000, we had 270,000 options on shares of common stock authorized for grant under this plan with 231,225 outstanding.

The per share weighted-average fair values of Unit options and stock options granted during 2000, 1999 and 1998 were $2.24, $2.25 and $2.38, respectively, on the date of grant. This value is determined using the Black-Scholes option-pricing model. The following assumptions were used:


   Expected       Risk Free       Expected       Expected   
Dividend Interest Stock Option
Yield Rate Volatility Life
2000 8.64% 6.77% 22.47% 5.00
1999 7.54% 5.16% 22.78% 3.95
1998 7.38% 5.05% 21.82% 5.00

If we had applied a fair-value based method (rather than the intrinsic value method) to recognize compensation cost for our unit and stock options, our net income and earnings per share of common stock would have been adjusted as indicated below:

(in thousands except per share data)            2000     1999     1998
Pro forma net income   $ 176,364   $ 140,507   $ 125,026
Pro forma basic EPS   $ 2.13   $ 1.55   $ 1.30
Pro forma diluted EPS   $ 2.09   $ 1.55   $ 1.30

Unit and stock option activity during 2000, 1999 and 1998 is summarized as follows:

1993 Plan 1995 Plan 1997 Plan
Weighted Weighted Weighted
Shares Average Shares Average Shares Average
Under Exercise Under Exercise Under Exercise
Option Price Option Price Option Price

Outstanding at December 31, 1997     
915,622    $ 23.266    94,332    $ 24.909    994,981    $ 29.052
  Granted 97,560 25.004 4,217,500 26.178
  Exercised 1,000 22.875 1,000 17.750
  Forfeited 20,000 24.375 176,537 29.487

Outstanding at December 31, 1998
894,622 23.242 190,892 24.995 5,035,944 26.629
  Granted 52,500 24.250 456,500 23.010
  Exercised 16,200 23.480
  Forfeited 30,800 24.643 19,667 27.699 791,941 26.493

Outstanding at December 31, 1999
847,622 23.186 223,725 24.583 4,700,503 26.301
  Granted 7,500 24.688 2,870,357 21.174
  Exercised 593,600 22.932 632,611 25.103
  Forfeited 15,500 23.831 656,546 24.424
                   
Outstanding at December 31, 2000 238,522 $ 23.778 231,225 $ 24.586 6,281,703 $ 24.275
Options exercisable at:                  
  December 31, 1998
708,942 $ 22.914 59,172 $ 23.386 305,245 $ 29.222
  December 31, 1999 802,188 22.953 105,745 24.287 1,198,708 27.388
  December 31, 2000 218,766 23.400 164,710 24.548 1,316,540 27.480

The following table summarizes information about our stock options outstanding at December 31, 2000:

Options Outstanding Options Exercisable
Outstanding Weighted-Average Exercisable Weighted-
Range of Exercise as of Remaining   Weighted-Average   as of Average
Prices 12/31/00 Contractual Life Exercise Price 12/31/00 Exercise Price
$17.00—$20.00 41,000    7.1        $ 18.5122          22,250    $ 18.1011    
$20.01—$23.00   2,719,093 8.7 20.9265 221,663 22.6429
$23.01—$26.00 1,984,913 7.9 23.7209 500,913 23.6824
$26.01—$29.00 248,144 7.1 28.4181 131,225 28.2724
$29.01—$32.00 1,758,300 6.9 29.6017 823,965 29.5477
6,751,450 7.9 $ 24.2681 1,700,016 $ 26.6709

We have also granted to key executives 726,294 restricted stock units under the 1997 Stock Option Plan. The stock units were granted at a zero exercise price. The fair market values of the units at the dates of grant range from $20.69 to $28.94 per unit. The units vest over five years, at 20% per year. We recognize the fair value of the units awarded at dates of grant as compensation cost on a straight-line basis over the terms of the awards. Compensation expense related to these awards was $2.9 million in 2000, $2.0 million in 1999 and $0.3 million in 1998.

Note 9–Gain on Sale of Assets and Other Provisions, Net

The following table summarizes our gain on sale of assets and other provisions, net:


(in thousands) 2000 1999 1998
Sales of land/development properties   $ (3,655 )     $ 662     $ 580
Sales of rental properties 33,399 54,791 47,121
Sale of properties to Carr Office Park, L.L.C.         33,197
Impairment loss (7,894)
Taxes (18,676 ) (631 ) (9,541 )  
  Total $ 36,371 $ 54,822 $ 38,160

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. During 2000, we disposed of 16 properties (including one property in which we held an interest through an unconsolidated entity) and four parcels of land that were being held for development. We recognized a net gain of $24.1 million on these transactions, net of taxes of $5.6 million, including a net gain of $8.8 million relating to our share of the gain on sale of a property in which we held an interest through an unconsolidated entity.

On August 17, 2000, we closed on a joint venture transaction with New York State Teachers' Retirement System (NYSTRS). At closing, we and some affiliates contributed properties to the joint venture, Carr Office Park, L.L.C., and NYSTRS contributed cash of approximately $255.1 million. The joint venture encompasses five suburban office parks (including 26 rental properties and land held for development of additional properties) in four markets. We received approximately $249.6 million in cash and a 35% interest in the joint venture in exchange for the properties contributed and recognized a gain on the partial sale of $20.1 million, net of taxes of $13.1 million.

During the fourth quarter of 2000, we recognized an impairment loss of $7.9 million on land. For various reasons, we determined that we would not proceed with planned development of rental properties on certain of our land holdings and decided to market the land for sale. As a result, we evaluated the recoverability of the carrying amounts of the land. We determined that the carrying amounts would not be recovered from estimated net sale proceeds in certain cases and, in those cases, we recognized impairment losses.

During 1999, we disposed of 63 rental properties and two parcels of land being held for development. During 1998, we disposed of 13 rental properties and one parcel of land being held for development.

Note 10–Commitments and Contingencies

At December 31, 2000, we were liable on $3.7 million in letters of credit. We were contingently liable for letters of credit related to various completion escrows and on performance bonds amounting to approximately $13.1 million to ensure completion of required public improvements on our construction projects.

In 1998, we entered into forward treasury agreements (treasury locks) in order to hedge against the impact of interest rate fluctuations on planned future debt issuances. At December 31, 1998, we determined that these positions no longer represented effective hedges. At that time, we recognized a loss of $13.7 million in anticipation of terminating the agreements. These contracts were settled in February 1999 for $9.2 million in cash, resulting in a gain of $4.5 million in 1999.

We have a 401(k) plan for employees under which we match 50% of employee contributions up to the first 4% of pay. We also make a base contribution of 3% of pay for participants who remain employed on December 31 (end of the plan year). Our contributions to the plan are subject to a five-year graduated vesting schedule. Our contributions to the plan were $1.6 million in 2000 and $1.1 million in 1999 and 1998. In 2001, the vesting schedule is changing to four years, 25% per year, and our contribution will be 75% of employee contributions up to the first 6% of pay.

We are currently involved in two separate lawsuits with two stockholders of HQ Global. The first lawsuit involves the conversion in September 1998 of approximately $111 million of debt previously loaned by us to HQ Global into stock of HQ Global. We, along with HQ Global, initiated this lawsuit asking the court to declare that the terms of the debt conversion were fair, after these two stockholders threatened to challenge the terms of the conversion. The stockholders had claimed that both the conversion price used and the methods by which the conversion price was agreed upon between HQ Global and us were not fair to HQ Global or these stockholders. Thereafter, the two stockholders filed their own counterclaims against HQ Global, the board of directors of HQ Global and us. The stockholders have asked the court to declare the conversion void, or in the alternative for compensatory and punitive damages. The second lawsuit involves claims filed by the two stockholders arising out of the June 2000 HQ Global/VANTAS merger transactions. In this lawsuit, the two stockholders have brought claims against HQ Global, the board of directors of HQ Global, and us. The two stockholders allege that, in connection with the transactions, we breached our fiduciary duties to the two stockholders and breached a certain contract with the stockholders. The stockholders have asked the court to rescind the entire transaction, or in the alternative for compensatory and rescissory damages.

Although we believe that the two stockholders' claims are without merit and that we will ultimately prevail in these actions, there can be no assurance that the court will not find in favor of these stockholders. However, even if the two stockholders were successful in their claims, we do not believe that this result would have a material adverse effect on our financial condition or results of operations.

In the course of our normal business activities, various lawsuits, claims and proceedings have been or may be instituted or asserted against 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.


Note 11–Selected Quarterly Financial Information (unaudited)

The following is a summary of the quarterly results of operations for 2000 and 1999:
First Second Third Fourth
(in thousands, except per share data) Quarter Quarter Quarter Quarter
2000
Rental revenue   $ 136,625   $ 139,127   $ 131,690   $ 124,417
Real estate service income 4,941 5,312 7,667 8,252
Real estate operating income 28,527 27,651 30,678 28,113
Income from continuing operations 33,152 29,825 49,910 34,272
(Loss) income from discontinued operations (1,380 )   1,836
Gain on sale of discontinued operations 31,852
Net income 31,772 63,513 49,910 34,272
Basic net income per common share:
  Income from continuing operations 0.36 0.31 0.62 0.39
  (Loss) income from discontinued operations (0.02 ) 0.03
  Gain on sale of discontinued operations 0.48
  Net income 0.34 0.82 0.62 0.39
Diluted net income per common share:
  Income from continuing operations 0.36 0.31 0.60 0.38
  Income from discontinued operations (0.02 ) 0.03
  Gain on sale of discontinued operations 0.43
  Net income 0.34 0.77 0.60 0.38

1999
Rental revenue $ 121,458 $ 119,238 $ 128,311 $ 129,842
Real estate service income 3,900 4,947 4,202 4,005
Real estate operating income 28,231 24,272 23,082 25,462
Income from continuing operations 47,446 32,255 42,235 29,143
Loss from discontinued operations (1,271 ) (1,849 )   (2,848 ) (1,894 )  
Net income 46,175 30,406 39,387 27,249
Basic net income per common share:
  Income from continuing operations 0.55 0.35 0.50 0.30
  Loss from discontinued operations (0.02 ) (0.03 ) (0.04 ) (0.03 )
  Net income 0.53 0.32 0.46 0.27
Diluted net income per common share:
  Income from continuing operations 0.54 0.35 0.49 0.30
  Loss from discontinued operations (0.02 ) (0.03 ) (0.04 ) (0.03 )
  Net income 0.52 0.32 0.45 0.27

Note 12–Segment Information
Our reportable operating segments are real estate property operations and development operations. Other business activities and operating segments that are not reportable are included in other operations. The real estate property operations segment includes the operation and management of rental properties. The development operations segment includes the development of new rental properties for us and for unaffiliated companies. Our reportable segments offer different products and services and are managed separately because each requires different business strategies and management expertise.

Our operating segments' performance is measured using funds from operations. Funds from operations is defined by the National Association of Real Estate Investment Trusts (NAREIT) as follows:
  • Net income (loss)–computed in accordance with generally accepted accounting principles (GAAP);
  • Less gains (or plus losses) from sales of depreciable 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;
  • Plus or minus adjustments for unconsolidated partnerships and joint ventures (to reflect funds from operations on the same basis).
Funds from operations does not represent net income or cash flow generated from operating activities in accordance with GAAP. As such, it should not be considered an alternative to net income as an indication of our performance or to cash flows as a measure of our liquidity or our ability to make distributions.

Operating results of our reportable segments and our other operations are summarized as follows:


As of and for the year ended December 31, 2000
Real Estate
Property Development Other
(in millions) Operations Operations Operations Total
Operating revenue    $ 531.9          $ 10.6           $ 15.5  $ 558.0
Segment expense 170.0 4.5 41.6 216.1
Net segment revenue (expense) 361.9 6.1 (26.1 )     341.9
Interest expense 49.2 49.1 98.3
Other income (expense), net 14.5 0.2 (3.6 ) 11.1
Funds from operations $ 327.2 $ 6.3 $ (78.8 ) 254.7
Adjustments:
  Depreciation
   and amortization (128.4 )
  Other, net 0.5
Income from continuing
 operations before gain on sale
 of assets and minority interest 126.8
Minority interest and gain
 on sale of assets 20.3
Discontinued operations,
 net of income tax 0.5
Gain on sale of discounted
 operations, net of tax 31.9
  Net income $ 179.5
Total assets from
 continuing operations $ 2,711.9 $ 96.3 $ 264.6 $ 3,072.8
Expenditures for
 long-lived assets $ 107.5 $ 123.2 $ $ 230.7
   

As of and for the year ended December 31, 1999
Real Estate
Property Development Other
(in millions) Operations Operations Operations Total
Operating revenue $ 498.9 $ 6.6 $ 10.4 $ 515.9
Segment expense 167.2 4.6 34.3 206.1
Net segment revenue (expense) 331.7 2.0 (23.9 ) 309.8
Interest expense 50.5 38.6 89.1
Other income (expense), net 8.9 0.2 (3.2 ) 5.9
Funds from operations $ 290.1 $ 2.2 $ (65.7 ) 226.6
Adjustments:
  Depreciation and amortization (117.3 )
  Gain on settlement of treasury locks 4.5
  Other, net 0.8
Income from continuing
 operations before gain on sale
 of assets and minority interest 114.6
Minority interest and gain
  on sale of assets 36.4
Discontinued operations,
 net of income tax (7.8 )
Net income $ 143.2
Total assets from
 continuing operations $ 2,991.8 $ 220.1 $ 59.5 $ 3,271.4
Net assets of
 discontinued operations 207.7
  Total assets $ 3,479.1
Expenditures for long-lived assets $ 92.0 $ 279.1 $ $ 371.1
   

As of and for the year ended December 31, 1998
Real Estate
Property Development Other
(in millions) Operations Operations Operations Total
Operating revenue $ 440.5 $ 4.4 $ 11.8 $ 456.7
Segment expense 149.7 3.1 29.3 182.1
Net segment revenue (expense) 290.8 1.3 (17.5 ) 274.6
Interest expense 46.8 24.6 71.4
Other income (expense), net 8.2 (0.3 ) 7.9
Funds from operations $ 252.2 $ 1.3 $ (42.4 ) 211.1
Adjustments:
  Depreciation and amortization (98.8 )
  Loss on treasury locks (13.7 )
  Other, net (0.7 )
Income from continuing operations
 before gain on sale of assets
 and minority interest 97.9
Minority interest and gain
 on sale of assets 22.1
Discontinued operations,
 net of income tax 6.5
Net income $ 126.5
Total assets from
 continuing operations $ 2,809.4 $ 466.4 $ 153.9 $ 3,429.7
Net assets of
 discontinued operations 197.6
  Total assets $ 3,627.3
Expenditures for long-lived assets $ 391.6 $ 532.8 $ $ 924.4

Note 13–Subsequent Events
As of December 31, 2000, our portfolio of rental properties in Phoenix (exclusive of one property) and three parcels of land were under contracts for sale for purchase prices of $97.9 million and $5.3 million, respectively. The sale of the Phoenix portfolio closed on February 15, 2001, producing net proceeds of $85.2 million that will be used to fund development projects and meet other corporate needs. We recognized a gain of $2.7 million, net of tax of $1.7 million. We also repaid a $ 7.3 million mortgage on one of the properties sold.