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## Per Share Data 

Per share data is calculated in accordance with SFAS No. 128, “Earnings Per Share.” Per share data for net income (basic and diluted) is computed using weighted average shares of common stock. Convertible limited partnership units and employee stock options are the Company’s potentially dilutive securities. For all periods presented, the convertible limited partnership units are anti-dilutive. The options are currently dilutive because the average share price of the Company’s common stock exceeds the $20.00 exercise price. The options were not dilutive during years previous to 2002. Five executive officers have been granted 180,000 stock options, 93,210 shares which remain unexercised as of December 31, 2002. The treasury share method was used to measure the effect of the dilution. 

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* The option exercise price exceeded the average share price for these periods. 

## 3. MINORITY INTERESTS - HOLDERS OF CONVERTIBLE LIMITED PARTNERSHIP UNITS IN THE OPERATING PARTNERSHIP 

The Saul Organization has a 25.4% limited partnership interest, represented by 5,175,000 convertible limited partnership units, in the Operating Partnership, as of December 31, 2002. These convertible limited partnership units are convertible into shares of Saul Centers’ common stock on a one-for-one basis, provided the rights may not be exercised at any time that The Saul 

## Basic and Diluted Shares Outstanding 

(In thousands) 

Organization beneficially owns, directly or indirectly, in the aggregate more than 24.9% of the outstanding equity securities of Saul Centers. The limited partnership units were not convertible as of December 31, 2002 because the Saul Organization owned in excess of 24.9% of the Company’s equity securities. The impact of The Saul Organization's 25.4% limited partnership interest in the Operating Partnership is reflected as minority interests in the accompanying consolidated financial statements. Fully converted partnership units and diluted weighted average shares outstanding for the years ended December 31, 2002, 2001 and 2000, were 20,059,000, 19,383,000 and 18,796,000, respectively. 

## 4. NOTES PAYABLE 

During 2002 the Company closed a new $125 million unsecured revolving credit facility to provide working capital and funds for redevelopments and acquisitions. The line has a three-year term and provides for an additional one-year extension at the Company’s option. The new line is a $55 million expansion of a prior revolver. The additional availability under the new facility will enable the Company to access capital for future purchases of operating properties as opportunities arise. At December 31, 2002, $46,750,000 was outstanding under the line, with interest calculated using LIBOR plus 1.625%. Loan availability is determined by operating income from the Company’s unencumbered properties, which as of December 31, 2002, allowed the Company to borrow an additional $30,250,000 for general corporate use. An additional $48 million is available for funding working capital and operating property acquisitions supported by the unencumbered properties’ internal cash flow growth and operating income of future acquisitions. Also during 2002, the Company committed to replace its $42,000,000 construction loan used to finance the building of Washington Square at Old Town with a $42,500,000 permanent mortgage. The new permanent financing closed in January 2003, matures in 15 years and requires monthly principal and interest payments based upon a 27.5 year amortization period and 6.01% interest rate. In September 2002, the Company assumed a $7,806,000 mortgage in conjunction with its acquisition of Kentlands Square shopping center. The following is a summary of notes payable as of December 31, 2002 and 2001: 

