8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

____________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 9, 2023

____________________________________________

CORPORATE OFFICE PROPERTIES TRUST

(Exact name of registrant as specified in its charter)

Maryland	1-14023	23-2947217
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)

6711 Columbia Gateway Drive, Suite 300, Columbia, MD	21046
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (443) 285-5400

____________________________________________

Not applicable

(Former name or former address, if changed since last report.)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of beneficial interest, $0.01 par value	OFC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.             Results of Operations and Financial Condition

On February 9, 2023, Corporate Office Properties Trust (the “Company”) issued a press release relating to its financial results for the period ended December 31, 2022 and, in connection with this release, is making available certain supplemental information pertaining to its properties and operations.  The earnings release and supplemental information are included as Exhibit 99.1 to this report and are incorporated herein by reference.

The information included herein, including the exhibits, shall not be deemed “filed” for any purpose, including the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to liabilities of that Section.  The information included herein, including the exhibits, shall also not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01.             Financial Statements and Exhibits

(d)     Exhibits.

Exhibit Number	Exhibit Title
99.1	Corporate Office Properties Trust earnings release and supplemental information for the period ended December 31, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

	CORPORATE OFFICE PROPERTIES TRUST
	/s/ Anthony Mifsud
	Anthony Mifsud
	Executive Vice President and Chief Financial Officer
Date:	February 9, 2023

EX-99.1

Exhibit 99.1

Corporate Office Properties Trust

Supplemental Information & Earnings Release - Unaudited

For the Period Ended 12/31/22

Overview:	Section I
Summary Description	1
Equity Research Coverage	2
Selected Financial Summary Data	3
Selected Portfolio Data	5
Financial Statements:	Section II
Consolidated Balance Sheets	6
Consolidated Statements of Operations	7
Funds from Operations	8
Diluted Share and Unit Computations	9
Adjusted Funds from Operations	10
EBITDAre and Adjusted EBITDA	11
Portfolio Information:	Section III
Properties by Segment	12
Consolidated Real Estate Revenues and NOI by Segment	13
Cash NOI by Segment	14
NOI from Real Estate Operations and Occupancy by Property Grouping	15
Same Properties Average Occupancy Rates by Segment	16
Same Properties Period End Occupancy Rates by Segment	16
Same Properties Real Estate Revenues and NOI by Segment	17
Same Properties Cash NOI by Segment	18
Leasing	19
Lease Expiration Analysis	21
2023 Core Portfolio Quarterly Lease Expiration Analysis	23
Top 20 Tenants	24
Investing Activity:	Section IV
Property Dispositions	25
Summary of Development Projects	26
Development Placed in Service	27
Summary of Land Owned/Controlled	28
Capitalization:	Section V
Capitalization Overview	29
Summary of Outstanding Debt	30
Debt Analysis	32
Consolidated Real Estate Joint Ventures	33
Unconsolidated Real Estate Joint Ventures	34	Please refer to the section entitled “Definitions” for definitions of non-GAAP measures and other terms we use herein that may not be customary or commonly known.
Reconciliations & Definitions	Section VI
Supplementary Reconciliations of Non-GAAP Measures	35
Definitions	39
Earnings Release:	i

Corporate Office Properties Trust

Summary Description

The Company

Corporate Office Properties Trust (the “Company” or “COPT”) is a self-managed real estate investment trust (“REIT”). COPT is listed on the New York Stock Exchange under the symbol “OFC” and is an S&P MidCap 400 Company. We own, manage, lease, develop and selectively acquire office and data center properties. The majority of our portfolio is in locations that support the United States Government and its contractors, most of whom are engaged in national security, defense and information technology (“IT”) related activities servicing what we believe are growing, durable, priority missions; we refer to these properties as Defense/IT Locations. We also own a portfolio of office properties located in select urban submarkets in the Greater Washington, DC/Baltimore region with durable Class-A office fundamentals and characteristics; these properties are included in a segment referred to as Regional Office Properties. As of December 31, 2022, we derived 91% of our core portfolio annualized rental revenue from Defense/IT Locations and 9% from Regional Office Properties. As of December 31, 2022, our core portfolio of 192 properties, including 21 owned through unconsolidated joint ventures, encompassed 22.8 million square feet and was 95.3% leased.

Management	Investor Relations
Stephen E. Budorick, President + CEO	Venkat Kommineni, VP
Todd Hartman, EVP + COO	443.285.5587 // venkat.kommineni@copt.com
Anthony Mifsud, EVP + CFO
	Michelle Layne, Manager
	443.285.5452 // michelle.layne@copt.com

Corporate Credit Rating

Fitch: BBB- Stable // Moody’s: Baa3 Stable // S&P: BBB- Stable

Disclosure Statement

This supplemental package contains forward-looking statements within the meaning of the Federal securities laws. Forward-looking statements can be identified by the use of words such as “may,” “will,” “should,” “could,” “believe,” “anticipate,” “expect,” “estimate,” “plan” or other comparable terminology.  Forward-looking statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate.  Although we believe that the expectations, estimates and projections reflected in such forward-looking statements are based on reasonable assumptions at the time made, we can give no assurance that these expectations, estimates and projections will be achieved.  Future events and actual results may differ materially from those discussed in the forward-looking statements and we undertake no obligation to update or supplement any forward-looking statements.  The areas of risk that may affect these expectations, estimates and projections include, but are not limited to, those risks described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.

1

Corporate Office Properties Trust

Equity Research Coverage

Firm	Senior Analyst	Phone	Email
Bank of America Securities	Camille Bonnel	416-369-2140	camille.bonnel@bofa.com
BTIG	Tom Catherwood	212-738-6410	tcatherwood@btig.com
Citigroup Global Markets	Michael Griffin	212-816-5871	michael.a.griffin@citi.com
Evercore ISI	Steve Sakwa	212-446-9462	steve.sakwa@evercoreisi.com
Green Street	Dylan Burzinski	949-640-8780	dburzinski@greenstreet.com
Jefferies & Co.	Peter Abramowitz	212-336-7241	pabramowitz@jefferies.com
JP Morgan	Tony Paolone	212-622-6682	anthony.paolone@jpmorgan.com
Raymond James	Bill Crow	727-567-2594	bill.crow@raymondjames.com
Robert W. Baird & Co., Inc.	Dave Rodgers	216-737-7341	drodgers@rwbaird.com
SMBC Nikko Securities America, Inc.	Rich Anderson	646-521-2351	randerson@smbcnikko-si.com
Truist Securities	Michael Lewis	212-319-5659	michael.r.lewis@truist.com
Wells Fargo Securities	Blaine Heck	443-263-6529	blaine.heck@wellsfargo.com

With the exception of Green Street, the above-listed firms are those whose analysts publish research material on the Company and whose estimates of our FFO per share can be tracked through Refinitiv. Any opinions, estimates, or forecasts the above analysts make regarding COPT’s future performance are their own and do not represent the views, estimates, or forecasts of COPT’s management.

2

Corporate Office Properties Trust

Selected Financial Summary Data

(in thousands, except per share data)

	Page	Three Months Ended										Years Ended
SUMMARY OF RESULTS	Refer.	12/31/22		9/30/22		6/30/22		3/31/22		12/31/21		12/31/22		12/31/21
Net income	7	$	52,087	$	32,316	$	33,595	$	60,824	$	14,965	$	178,822	$	81,578
NOI from real estate operations	13	$	93,810	$	91,096	$	90,210	$	87,188	$	90,523	$	362,304	$	360,870
Same Properties NOI	17	$	81,965	$	81,589	$	81,086	$	79,366	$	81,048	$	324,006	$	329,272
Same Properties cash NOI	18	$	82,401	$	81,809	$	80,734	$	78,686	$	82,820	$	323,630	$	326,470
Adjusted EBITDA	11	$	87,787	$	86,386	$	85,298	$	82,238	$	84,681	$	341,709	$	337,196
FFO per NAREIT	8	$	70,282	$	68,071	$	68,951	$	67,035	$	25,958	$	274,339	$	165,802
Diluted AFFO avail. to common share and unit holders	10	$	26,122	$	53,439	$	50,427	$	48,425	$	32,823	$	178,413	$	193,256
Dividend per common share	N/A	$	0.275	$	0.275	$	0.275	$	0.275	$	0.275	$	1.10	$	1.10
Per share - diluted:
EPS	9	$	0.45	$	0.27	$	0.29	$	0.52	$	0.12	$	1.53	$	0.68
FFO - Nareit	9	$	0.60	$	0.58	$	0.59	$	0.58	$	0.21	$	2.35	$	1.40
FFO - as adjusted for comparability	9	$	0.60	$	0.58	$	0.59	$	0.58	$	0.58	$	2.36	$	2.29
Numerators for diluted per share amounts:
Diluted EPS	7	$	50,290	$	30,806	$	32,205	$	59,099	$	13,546	$	172,397	$	75,996
Diluted FFO available to common share and unit holders	8	$	68,696	$	66,391	$	67,447	$	65,652	$	24,344	$	268,186	$	159,563
Diluted FFO available to common share and unit holders, as adjusted for comparability	8	$	68,794	$	66,595	$	67,584	$	65,992	$	65,458	$	268,965	$	260,326

3

Corporate Office Properties Trust

Selected Financial Summary Data (continued)

(in thousands, except ratios)

	Page	Three Months Ended										Years Ended
PAYOUT RATIOS AND CAPITALIZATION	Refer.	12/31/22		9/30/22		6/30/22		3/31/22		12/31/21		12/31/22	12/31/21
GAAP
Payout ratio:
Net income	N/A	60.3%		97.1%		93.4%		51.6%		209.1%		70.2%	153.4%
Capitalization and debt ratios:
Total assets	6	$	4,257,275	$	4,269,329	$	4,185,193	$	4,132,026	$	4,262,452
Total equity	6	$	1,721,455	$	1,700,666	$	1,695,951	$	1,690,536	$	1,657,075
Debt per balance sheet	6	$	2,231,794	$	2,269,834	$	2,177,811	$	2,156,784	$	2,272,304
Debt to assets	32	52.4%		53.2%		52.0%		52.2%		53.3%		N/A	N/A
Net income to interest expense ratio	32	3.1x		2.1x		2.3x		4.2x		0.9x		2.9x	1.2x
Debt to net income ratio	32	10.7x		17.6x		16.2x		8.9x		38.0x		N/A	N/A
Non-GAAP
Payout ratios:
Diluted FFO	N/A	45.5%		47.1%		46.3%		47.6%		128.0%		46.6%	78.1%
Diluted FFO - as adjusted for comparability	N/A	45.4%		46.9%		46.3%		47.4%		47.6%		46.5%	47.9%
Diluted AFFO	N/A	119.7%		58.5%		62.0%		64.5%		95.0%		70.1%	64.5%
Capitalization and debt ratios:
Total Market Capitalization	29	$	5,214,423	$	4,943,129	$	5,189,816	$	5,437,327	$	5,479,985
Total Equity Market Capitalization	29	$	2,959,469	$	2,650,311	$	2,988,148	$	3,255,815	$	3,181,699
Net debt	32	$	2,294,261	$	2,305,878	$	2,206,726	$	2,187,957	$	2,310,840
Net debt to adjusted book	32	39.8%		40.3%		39.4%		39.7%		40.5%		N/A	N/A
Adjusted EBITDA fixed charge coverage ratio	32	4.7x		5.1x		5.3x		5.2x		4.9x		5.1x	4.7x
Net debt to in-place adj. EBITDA ratio	32	6.3x		6.7x		6.4x		6.6x		6.7x		N/A	N/A
Pro forma net debt to in-place adjusted EBITDA ratio (1)	32	6.0x		N/A		N/A		N/A		6.3x		N/A	N/A
Net debt adjusted for fully-leased development to in-place adj. EBITDA ratio	32	6.1x		5.9x		5.8x		6.1x		6.2x		N/A	N/A
Pro forma net debt adj. for fully-leased development to in-place adj. EBITDA ratio (1)	32	5.7x		N/A		N/A		N/A		5.8x		N/A	N/A

(1)Includes adjustments associated with the following transactions: 12/31/22 includes our sale on 1/10/23 of a 90% interest in three data center shell properties; and 12/31/21 includes the sale on 1/25/22 of our wholesale data center.

4

Corporate Office Properties Trust

Selected Portfolio Data (1)

	12/31/22		9/30/22		6/30/22		3/31/22		12/31/21
# of Properties
Total Portfolio	194		188		188		188		186
Consolidated Portfolio	173		169		169		169		167
Core Portfolio	192		186		186		186		184
Same Properties	174		174		174		174		174
% Occupied
Total Portfolio	92.7	%	92.7	%	91.6	%	92.0	%	92.4	%
Consolidated Portfolio	91.4	%	91.4	%	90.2	%	90.7	%	91.1	%
Core Portfolio	92.8	%	92.8	%	91.8	%	92.2	%	92.6	%
Same Properties	92.4	%	92.6	%	91.5	%	91.9	%	92.5	%
% Leased
Total Portfolio	95.2	%	94.9	%	93.6	%	93.9	%	94.2	%
Consolidated Portfolio	94.3	%	94.0	%	92.5	%	92.8	%	93.2	%
Core Portfolio	95.3	%	95.0	%	93.7	%	94.1	%	94.4	%
Same Properties	95.0	%	94.8	%	93.5	%	93.8	%	94.3	%
Square Feet (in thousands)
Total Portfolio	23,006		22,085		22,089		22,006		21,710
Consolidated Portfolio	19,458		18,903		18,907		18,824		18,529
Core Portfolio	22,849		21,928		21,932		21,849		21,553
Same Properties	19,981		19,981		19,981		19,981		19,981

(1)Includes properties owned through unconsolidated real estate joint ventures (see page 34).

5

Corporate Office Properties Trust

Consolidated Balance Sheets

(in thousands)

	12/31/22		9/30/22		6/30/22		3/31/22		12/31/21
Assets
Properties, net:
Operating properties, net	$	3,258,899	$	3,169,992	$	3,180,790	$	3,167,851	$	3,090,510
Development and redevelopment in progress, including land (1)	109,332		320,354		258,222		194,412		196,701
Land held (1)	188,167		201,065		200,739		218,018		245,733
Total properties, net	3,556,398		3,691,411		3,639,751		3,580,281		3,532,944
Property - operating right-of-use assets	37,020		37,541		38,056		38,566		38,361
Assets held for sale, net (2)	161,286		—		—		—		192,699
Cash and cash equivalents	12,337		12,643		20,735		19,347		13,262
Investment in unconsolidated real estate joint ventures	21,460		38,644		39,017		39,440		39,889
Accounts receivable, net	43,334		39,720		31,554		42,596		40,752
Deferred rent receivable	125,147		124,146		121,015		114,952		108,926
Lease incentives, net	49,757		49,083		50,871		52,089		51,486
Deferred leasing costs, net	69,339		68,122		68,004		65,660		65,850
Investing receivables, net	84,621		102,550		84,885		82,417		82,226
Intangible assets on property acquisitions, net	9,959		11,788		12,543		13,410		14,567
Prepaid expenses and other assets, net	86,617		93,681		78,762		83,268		81,490
Total assets	$	4,257,275	$	4,269,329	$	4,185,193	$	4,132,026	$	4,262,452
Liabilities and equity
Liabilities:
Debt	$	2,231,794	$	2,269,834	$	2,177,811	$	2,156,784	$	2,272,304
Accounts payable and accrued expenses	157,998		156,815		177,180		144,974		186,202
Rents received in advance and security deposits	30,016		29,056		27,745		29,082		32,262
Dividends and distributions payable	31,400		31,407		31,400		31,402		31,299
Deferred revenue associated with operating leases	11,004		9,382		8,416		8,241		9,341
Property - operating lease liabilities	28,759		29,088		29,412		29,729		29,342
Other liabilities	18,556		17,634		10,526		14,458		17,729
Total liabilities	2,509,527		2,543,216		2,462,490		2,414,670		2,578,479
Redeemable noncontrolling interests	26,293		25,447		26,752		26,820		26,898
Equity:
COPT’s shareholders’ equity:
Common shares	1,124		1,124		1,124		1,124		1,123
Additional paid-in capital	2,486,116		2,484,702		2,481,139		2,479,119		2,481,539
Cumulative distributions in excess of net income	(807,508)		(827,072)		(827,076)		(828,473)		(856,863)
Accumulated other comprehensive income (loss)	2,071		2,632		1,806		164		(3,059)
Total COPT’s shareholders’ equity	1,681,803		1,661,386		1,656,993		1,651,934		1,622,740
Noncontrolling interests in subsidiaries:
Common units in the Operating Partnership	25,808		25,524		25,505		25,285		21,363
Other consolidated entities	13,844		13,756		13,453		13,317		12,972
Total noncontrolling interests in subsidiaries	39,652		39,280		38,958		38,602		34,335
Total equity	1,721,455		1,700,666		1,695,951		1,690,536		1,657,075
Total liabilities, redeemable noncontrolling interests and equity	$	4,257,275	$	4,269,329	$	4,185,193	$	4,132,026	$	4,262,452

(1)Refer to pages 26 and 28 for detail.

(2)Includes three data center shell properties as of 12/31/22 in which we sold a 90% interest on 1/10/23 and our wholesale data center as of 12/31/21 that we sold on 1/25/22.

6

Corporate Office Properties Trust

Consolidated Statements of Operations

(in thousands)

	Three Months Ended										Years Ended
	12/31/22		9/30/22		6/30/22		3/31/22		12/31/21		12/31/22		12/31/21
Revenues
Lease revenue	$	150,022	$	146,481	$	142,277	$	141,389	$	141,892	$	580,169	$	553,668
Other property revenue	1,163		1,206		969		891		756		4,229		2,902
Construction contract and other service revenues	24,062		34,813		42,557		53,200		43,284		154,632		107,876
Total revenues	175,247		182,500		185,803		195,480		185,932		739,030		664,446
Operating expenses
Property operating expenses	58,470		57,663		54,116		57,181		56,459		227,430		213,377
Depreciation and amortization associated with real estate operations	36,907		35,247		34,812		34,264		34,504		141,230		137,543
Construction contract and other service expenses	23,454		33,555		41,304		51,650		42,089		149,963		104,053
General and administrative expenses	7,766		6,558		6,467		6,670		6,589		27,461		27,213
Leasing expenses	2,235		2,340		1,888		1,874		2,568		8,337		8,914
Business development expenses and land carry costs	1,157		552		701		783		1,088		3,193		4,647
Total operating expenses	129,989		135,915		139,288		152,422		143,297		557,614		495,747
Interest expense	(16,819)		(15,123)		(14,808)		(14,424)		(16,217)		(61,174)		(65,398)
Interest and other income	3,340		2,290		1,818		1,893		1,968		9,341		7,879
Credit loss recoveries (expense)	1,331		(1,693)		(225)		316		88		(271)		1,128
Gain on sales of real estate	19,238		16		(19)		15		25,879		19,250		65,590
Loss on early extinguishment of debt	(267)		—		—		(342)		(41,073)		(609)		(100,626)
Income from continuing operations before equity in income of unconsolidated entities and income taxes	52,081		32,075		33,281		30,516		13,280		147,953		77,272
Equity in income of unconsolidated entities	229		308		318		888		314		1,743		1,093
Income tax expense	(223)		(67)		(4)		(153)		(42)		(447)		(145)
Income from continuing operations	52,087		32,316		33,595		31,251		13,552		149,249		78,220
Discontinued operations	—		—		—		29,573		1,413		29,573		3,358
Net income	52,087		32,316		33,595		60,824		14,965		178,822		81,578
Net income attributable to noncontrolling interests:
Common units in the Operating Partnership	(775)		(476)		(496)		(856)		(181)		(2,603)		(1,012)
Other consolidated entities	(833)		(919)		(789)		(649)		(1,076)		(3,190)		(4,025)
Net income attributable to COPT common shareholders	$	50,479	$	30,921	$	32,310	$	59,319	$	13,708	$	173,029	$	76,541
Amount allocable to share-based compensation awards	(129)		(75)		(75)		(181)		(116)		(463)		(417)
Redeemable noncontrolling interests	(60)		(40)		(30)		(39)		(46)		(169)		(128)
Numerator for diluted EPS	$	50,290	$	30,806	$	32,205	$	59,099	$	13,546	$	172,397	$	75,996

7

Corporate Office Properties Trust

Funds from Operations

(in thousands)

	Three Months Ended										Years Ended
	12/31/22		9/30/22		6/30/22		3/31/22		12/31/21		12/31/22		12/31/21
Net income	$	52,087	$	32,316	$	33,595	$	60,824	$	14,965	$	178,822	$	81,578
Real estate-related depreciation and amortization (1)	36,907		35,247		34,812		34,264		36,346		141,230		147,833
Gain on sales of real estate (1)	(19,238)		(16)		19		(28,579)		(25,879)		(47,814)		(65,590)
Depreciation and amortization on unconsolidated real estate JVs (2)	526		524		525		526		526		2,101		1,981
FFO - per Nareit (3)	70,282		68,071		68,951		67,035		25,958		274,339		165,802
FFO allocable to other noncontrolling interests (4)	(1,227)		(1,348)		(1,178)		(1,042)		(1,458)		(4,795)		(5,483)
Basic FFO allocable to share-based compensation awards	(360)		(354)		(357)		(362)		(149)		(1,433)		(777)
Basic FFO available to common share and common unit holders (3)	68,695		66,369		67,416		65,631		24,351		268,111		159,542
Redeemable noncontrolling interests	(27)		(5)		4		(6)		(13)		(34)		(11)
Diluted FFO adjustments allocable to share-based compensation awards	28		27		27		27		6		109		32
Diluted FFO available to common share and common unit holders - per Nareit (3)	68,696		66,391		67,447		65,652		24,344		268,186		159,563
Loss on early extinguishment of debt	267		—		—		342		41,073		609		100,626
Gain on early extinguishment of debt on unconsolidated real estate JVs (2)	(168)		—		—		—		—		(168)		—
Loss on interest rate derivatives included in interest expense	—		—		—		—		221		—		221
Demolition costs on redevelopment and nonrecurring improvements	—		—		—		—		(8)		—		423
Executive transition costs	—		206		137		—		—		343		—
Diluted FFO comparability adjustments allocable to share-based compensation awards	(1)		(2)		—		(2)		(172)		(5)		(507)
Diluted FFO available to common share and common unit holders, as adjusted for comparability (3)	$	68,794	$	66,595	$	67,584	$	65,992	$	65,458	$	268,965	$	260,326

(1)Refer to the section entitled “Supplemental Reconciliations of Non-GAAP Measures” for reconciliation.

(2)See page 34 for additional disclosure regarding our unconsolidated real estate JVs.

(3)Refer to the section entitled “Definitions” for a definition of this measure.

(4)Pertains to noncontrolling interests in consolidated real estate joint ventures reported on page 33.

8

Corporate Office Properties Trust

Diluted Share and Unit Computations

(in thousands, except per share data)

	Three Months Ended										Years Ended
	12/31/22		9/30/22		6/30/22		3/31/22		12/31/21		12/31/22		12/31/21
EPS Denominator:
Weighted average common shares - basic	112,096		112,093		112,082		112,020		111,990		112,073		111,960
Dilutive effect of share-based compensation awards	435		433		429		426		386		431		330
Dilutive effect of redeemable noncontrolling interests	102		105		126		132		124		116		128
Weighted average common shares - diluted	112,633		112,631		112,637		112,578		112,500		112,620		112,418
Diluted EPS	$	0.45	$	0.27	$	0.29	$	0.52	$	0.12	$	1.53	$	0.68
Weighted Average Shares for period ended:
Common shares	112,096		112,093		112,082		112,020		111,990		112,073		111,960
Dilutive effect of share-based compensation awards	435		433		429		426		386		431		330
Common units	1,476		1,477		1,476		1,384		1,259		1,454		1,257
Redeemable noncontrolling interests	102		105		126		132		124		116		128
Denominator for diluted FFO per share and as adjusted for comparability	114,109		114,108		114,113		113,962		113,759		114,074		113,675
Weighted average common units	(1,476)		(1,477)		(1,476)		(1,384)		(1,259)		(1,454)		(1,257)
Denominator for diluted EPS	112,633		112,631		112,637		112,578		112,500		112,620		112,418
Diluted FFO per share - Nareit (1)	$	0.60	$	0.58	$	0.59	$	0.58	$	0.21	$	2.35	$	1.40
Diluted FFO per share - as adjusted for comparability (1)	$	0.60	$	0.58	$	0.59	$	0.58	$	0.58	$	2.36	$	2.29

(1)Refer to the section entitled “Definitions” for a definition of this measure.

9

Corporate Office Properties Trust

Adjusted Funds from Operations

(in thousands)

	Three Months Ended										Years Ended
	12/31/22		9/30/22		6/30/22		3/31/22		12/31/21		12/31/22		12/31/21
Diluted FFO available to common share and common unit holders, as adjusted for comparability (1)	$	68,794	$	66,595	$	67,584	$	65,992	$	65,458	$	268,965	$	260,326
Straight line rent adjustments and lease incentive amortization	(3,043)		605		(3,198)		(3,189)		(3,835)		(8,825)		(10,286)
Amortization of intangibles and other assets included in NOI	15		50		49		(372)		40		(258)		162
Share-based compensation, net of amounts capitalized	2,247		2,188		2,154		2,111		2,018		8,700		7,979
Amortization of deferred financing costs	619		540		541		597		640		2,297		2,980
Amortization of net debt discounts, net of amounts capitalized	615		612		608		605		615		2,440		2,244
Replacement capital expenditures (1)	(43,283)		(17,528)		(17,717)		(17,358)		(32,317)		(95,886)		(70,973)
Other	158		377		406		39		204		980		824
Diluted AFFO available to common share and common unit holders (“diluted AFFO”) (1)	$	26,122	$	53,439	$	50,427	$	48,425	$	32,823	$	178,413	$	193,256
Replacement capital expenditures (1)
Tenant improvements and incentives	$	33,439	$	8,848	$	10,655	$	10,010	$	19,724	$	62,952	$	43,820
Building improvements	8,468		7,477		6,751		6,832		17,778		29,528		35,970
Leasing costs	4,389		3,073		1,748		2,270		5,863		11,480		12,736
Net (exclusions from) additions to tenant improvements and incentives	(75)		(57)		474		1,808		(5,093)		2,150		(4,704)
Excluded building improvements and leasing costs	(2,938)		(1,813)		(1,911)		(3,562)		(5,955)		(10,224)		(16,849)
Replacement capital expenditures	$	43,283	$	17,528	$	17,717	$	17,358	$	32,317	$	95,886	$	70,973

(1)Refer to the section entitled “Definitions” for a definition of this measure.

10

Corporate Office Properties Trust

EBITDAre and Adjusted EBITDA

(in thousands)

	Three Months Ended										Years Ended
	12/31/22		9/30/22		6/30/22		3/31/22		12/31/21		12/31/22		12/31/21
Net income	$	52,087	$	32,316	$	33,595	$	60,824	$	14,965	$	178,822	$	81,578
Interest expense	16,819		15,123		14,808		14,424		16,217		61,174		65,398
Income tax expense	223		67		4		153		42		447		145
Real estate-related depreciation and amortization (1)	36,907		35,247		34,812		34,264		36,346		141,230		147,833
Other depreciation and amortization	602		602		552		607		622		2,363		2,811
Gain on sales of real estate (1)	(19,238)		(16)		19		(28,579)		(25,879)		(47,814)		(65,590)
Adjustments from unconsolidated real estate JVs	1,033		762		760		758		763		3,313		2,930
EBITDAre (2)	88,433		84,101		84,550		82,451		43,076		339,535		235,105
Loss on early extinguishment of debt	267		—		—		342		41,073		609		100,626
Gain on early extinguishment of debt on unconsolidated real estate JVs	(168)		—		—		—		—		(168)		—
Net gain on other investments	(595)		—		1		(565)		—		(1,159)		(63)
Credit loss (recoveries) expense	(1,331)		1,693		225		(316)		(88)		271		(1,128)
Business development expenses	794		386		385		326		628		1,891		2,233
Demolition costs on redevelopment and nonrecurring improvements	—		—		—		—		(8)		—		423
Executive transition costs	387		206		137		—		—		730		—
Adjusted EBITDA (2)	87,787		86,386		85,298		82,238		84,681		$	341,709	$	337,196
Pro forma NOI adjustment for property changes within period	2,704		—		127		579		—
Change in collectability of deferred rental revenue	—		13		231		—		—
Other	—		—		—		—		1,578
In-place adjusted EBITDA (2)	90,491		86,399		85,656		82,817		86,259
Pro forma NOI adjustment from subsequent event transactions (3)	(2,903)		N/A		N/A		N/A		(3,074)
Pro forma in-place adjusted EBITDA (2)	$	87,588	$	86,399	$	85,656	$	82,817	$	83,185

(1)Refer to the section entitled “Supplemental Reconciliations of Non-GAAP Measures” for reconciliation.

(2)Refer to the section entitled “Definitions” for a definition of this measure.

(3)Includes NOI adjustment from the following transactions: 12/31/22 includes our sale on 1/10/23 of a 90% interest in three data center shell properties; and 12/31/21 includes the sale on 1/25/22 of our wholesale data center.

11

Corporate Office Properties Trust

Properties by Segment - 12/31/22

(square feet in thousands)

	# of Properties	Operational Square Feet	% Occupied	% Leased
Core Portfolio:
Defense/IT Locations:
Fort Meade/Baltimore Washington (“BW”) Corridor:
National Business Park	33	4,108	93.9%	97.8%
Howard County	35	2,862	92.1%	95.1%
Other	23	1,725	90.7%	94.1%
Total Fort Meade/BW Corridor	91	8,695	92.7%	96.2%
Northern Virginia (“NoVA”) Defense/IT	16	2,499	90.0%	92.1%
Lackland AFB (San Antonio, Texas)	8	1,060	100.0%	100.0%
Navy Support	22	1,262	89.8%	90.0%
Redstone Arsenal (Huntsville, Alabama)	21	2,070	89.9%	98.1%
Data Center Shells:
Consolidated Properties	7	1,736	100.0%	100.0%
Unconsolidated JV Properties (1)	21	3,547	100.0%	100.0%
Total Defense/IT Locations	186	20,869	94.1%	96.7%
Regional Office	6	1,980	79.0%	80.8%
Core Portfolio	192	22,849	92.8%	95.3%
Other	2	157	75.5%	75.5%
Total Portfolio	194	23,006	92.7%	95.2%
Consolidated Portfolio	173	19,458	91.4%	94.3%

(1)See page 34 for additional disclosure regarding our unconsolidated real estate JVs.

(2)Refer to the section entitled “Definitions” for a definition of this measure.

12

Corporate Office Properties Trust

Consolidated Real Estate Revenues and NOI by Segment

(in thousands)

	Three Months Ended										Years Ended
	12/31/22		9/30/22		6/30/22		3/31/22		12/31/21		12/31/22		12/31/21
Consolidated real estate revenues
Defense/IT Locations:
Fort Meade/BW Corridor	$	69,778	$	69,209	$	67,589	$	67,214	$	64,805	$	273,790	$	262,120
NoVA Defense/IT	18,695		18,611		18,103		18,576		17,965		73,985		65,853
Lackland Air Force Base	17,118		15,951		15,129		14,713		16,994		62,911		57,756
Navy Support	8,247		8,253		8,085		8,169		8,356		32,754		33,757
Redstone Arsenal	10,114		9,976		9,308		9,195		9,555		38,593		35,727
Data Center Shells-Consolidated	10,008		9,069		9,140		7,505		7,812		35,722		31,582
Total Defense/IT Locations	133,960		131,069		127,354		125,372		125,487		517,755		486,795
Regional Office	15,374		14,739		14,121		15,082		15,410		59,316		63,107
Wholesale Data Center	—		—		—		1,980		8,235		1,980		30,490
Other	1,851		1,879		1,771		1,826		1,751		7,327		6,668
Consolidated real estate revenues (1)	$	151,185	$	147,687	$	143,246	$	144,260	$	150,883	$	586,378	$	587,060
NOI from real estate operations (2)
Defense/IT Locations:
Fort Meade/BW Corridor	$	45,784	$	44,759	$	44,090	$	41,430	$	41,625	$	176,063	$	169,599
NoVA Defense/IT	11,862		11,835		11,946		11,707		11,763		47,350		41,068
Lackland Air Force Base	7,690		7,670		7,609		7,641		7,774		30,610		27,221
Navy Support	4,712		4,588		4,755		4,698		4,853		18,753		20,140
Redstone Arsenal	6,204		5,652		5,677		5,460		6,462		22,993		24,109
Data Center Shells:
Consolidated properties	8,951		7,953		7,951		6,495		6,242		31,350		27,496
COPT’s share of unconsolidated real estate JVs	1,095		1,072		1,080		1,080		1,079		4,327		4,029
Total Defense/IT Locations	86,298		83,529		83,108		78,511		79,798		331,446		313,662
Regional Office	6,984		6,975		6,493		7,152		7,066		27,604		32,051
Wholesale Data Center	(4)		—		50		955		3,074		1,001		13,066
Other	532		592		559		570		585		2,253		2,091
NOI from real estate operations (1)	$	93,810	$	91,096	$	90,210	$	87,188	$	90,523	$	362,304	$	360,870

(1)Refer to the section entitled “Supplemental Reconciliations of Non-GAAP Measures” for reconciliation.

(2)Refer to the section entitled “Definitions” for a definition of this measure.

13

Corporate Office Properties Trust

Cash NOI by Segment

(in thousands)

	Three Months Ended										Years Ended
	12/31/22		9/30/22		6/30/22		3/31/22		12/31/21		12/31/22		12/31/21
Cash NOI from real estate operations (1)
Defense/IT Locations:
Fort Meade/BW Corridor	$	45,106	$	44,723	$	43,613	$	41,271	$	42,666	$	174,713	$	167,147
NoVA Defense/IT	10,274		10,197		10,260		10,150		10,187		40,881		40,266
Lackland Air Force Base	7,889		7,757		7,666		7,711		7,793		31,023		26,551
Navy Support	5,257		4,951		4,922		4,846		4,981		19,976		20,721
Redstone Arsenal	5,263		4,631		4,789		4,593		5,162		19,276		20,020
Data Center Shells:
Consolidated properties	6,960		7,020		6,528		5,468		5,430		25,976		23,622
COPT’s share of unconsolidated real estate JVs	1,012		985		988		982		975		3,967		3,613
Total Defense/IT Locations	81,761		80,264		78,766		75,021		77,194		315,812		301,940
Regional Office	6,259		6,926		6,114		5,157		6,167		24,456		26,805
Wholesale Data Center	(4)		—		50		964		3,122		1,010		13,208
Other	617		680		638		599		658		2,534		2,342
Cash NOI from real estate operations (2)	$	88,633	$	87,870	$	85,568	$	81,741	$	87,141	$	343,812	$	344,295

(1)Refer to the section entitled “Definitions” for a definition of this measure.

(2)Refer to the section entitled “Supplemental Reconciliations of Non-GAAP Measures” for reconciliation.

14

Corporate Office Properties Trust

NOI from Real Estate Operations and Occupancy by Property Grouping - 12/31/22

(dollars and square feet in thousands)

	As of Period End								NOI from Real Estate Operations (3)
	# of Properties	Operational Square Feet	% Occupied (1)	% Leased (1)	Annualized Rental Revenue (2)		% of Total Annualized Rental Revenue (2)
Property Grouping									Three Months Ended		Year Ended
Core Portfolio:
Same Properties: (4)
Consolidated properties	155	17,074	91.3%	94.4%	$	528,718	86.7	%	$	80,726	$	318,984
Unconsolidated real estate JV	17	2,750	100.0%	100.0%	4,062		0.7	%	920		3,689
Total Same Properties in Core Portfolio	172	19,824	92.5%	95.2%	532,780		87.4	%	81,646		322,673
Properties Placed in Service (5)	16	2,228	92.9%	95.0%	70,363		11.5	%	10,646		31,944
Other unconsolidated JV properties (6)	4	797	100.0%	100.0%	1,105		0.2	%	990		4,433
Total Core Portfolio	192	22,849	92.8%	95.3%	604,248		99.1	%	93,282		359,050
Wholesale Data Center (7)	N/A	N/A	N/A	N/A	N/A		N/A		(4)		1,001
Other	2	157	75.5%	75.5%	5,452		0.9	%	532		2,253
Total Portfolio	194	23,006	92.7%	95.2%	$	609,700	100.0	%	$	93,810	$	362,304
Consolidated Portfolio	173	19,458	91.4%	94.3%	$	604,533	99.2	%	$	92,715	$	357,977
	As of Period End								NOI from Real Estate Operations (3)
	# of Properties	Operational Square Feet	% Occupied (1)	% Leased (1)	Annualized Rental Revenue (2)		% of Core Annualized Rental Revenue (2)
Property Grouping									Three Months Ended		Year Ended
Core Portfolio:
Defense/IT Locations: (8)
Consolidated properties	165	17,322	92.9%	96.0%	$	541,808	89.7	%	$	85,203	$	327,119
Unconsolidated real estate JVs	21	3,547	100.0%	100.0%	5,167		0.9	%	1,095		4,327
Total Defense/IT Locations	186	20,869	94.1%	96.7%	546,975		90.5	%	86,298		331,446
Regional Office	6	1,980	79.0%	80.8%	57,273		9.5	%	6,984		27,604
Total Core Portfolio	192	22,849	92.8%	95.3%	$	604,248	100.0	%	$	93,282	$	359,050

(1)Percentages calculated based on operational square feet.

(2)Refer to the section entitled “Definitions” for a definition of this measure.

(3)Refer to the section entitled “Supplemental Reconciliations of Non-GAAP Measures” for reconciliation.

(4)Includes properties stably owned and 100% operational since at least 1/1/21.

(5)Newly developed or redeveloped properties placed in service that were not fully operational by 1/1/21.

(6)Includes data center shell properties in which we sold ownership interests and retained 10% interests through unconsolidated real estate JVs in 2022 and 2021. See page 34 for additional disclosure regarding these JVs.

(7)We sold our wholesale data center on 1/25/22.

(8)For two data center shell properties in which we sold a 90% interest and retained a 10% interest through an unconsolidated real estate JV on 12/14/22, the activity associated with these properties prior to the sale is included in consolidated properties and the activity thereafter is included in unconsolidated real estate JVs.

15

Corporate Office Properties Trust

Same Properties (1) Average Occupancy Rates by Segment 

(square feet in thousands)

	# of Properties	Operational Square Feet	Three Months Ended										Years Ended
			12/31/22		9/30/22		6/30/22		3/31/22		12/31/21		12/31/22		12/31/21
Core Portfolio:
Defense/IT Locations:
Fort Meade/BW Corridor	88	8,304	92.9	%	92.3	%	90.8	%	89.9	%	90.3	%	91.5	%	90.2	%
NoVA Defense/IT	15	2,151	88.3	%	87.6	%	86.4	%	86.8	%	86.5	%	87.3	%	86.7	%
Lackland Air Force Base	7	953	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Navy Support	21	1,244	90.4	%	91.3	%	91.2	%	92.9	%	95.1	%	91.5	%	96.4	%
Redstone Arsenal	14	1,424	87.5	%	87.7	%	87.6	%	91.0	%	96.4	%	88.4	%	98.7	%
Data Center Shells:
Consolidated properties	5	1,206	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Unconsolidated JV properties	17	2,750	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Total Defense/IT Locations	167	18,032	93.7	%	93.4	%	92.5	%	92.6	%	93.3	%	93.0	%	93.5	%
Regional Office	5	1,792	82.4	%	83.3	%	82.3	%	84.0	%	92.4	%	83.0	%	92.7	%
Core Portfolio Same Properties	172	19,824	92.7	%	92.5	%	91.6	%	91.8	%	93.2	%	92.1	%	93.5	%
Other Same Properties	2	157	75.5	%	75.5	%	70.7	%	66.2	%	66.2	%	72.0	%	67.0	%
Total Same Properties	174	19,981	92.5	%	92.3	%	91.5	%	91.6	%	93.0	%	92.0	%	93.2	%
Same Properties (1) Period End Occupancy Rates by Segment  (square feet in thousands)
	# of Properties	Operational Square Feet
			12/31/22		9/30/22		6/30/22		3/31/22		12/31/21
Core Portfolio:
Defense/IT Locations:
Fort Meade/BW Corridor	88	8,304	92.9	%	92.6	%	90.8	%	90.5	%	90.3	%
NoVA Defense/IT	15	2,151	88.4	%	88.2	%	86.3	%	86.8	%	86.4	%
Lackland Air Force Base	7	953	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Navy Support	21	1,244	89.7	%	91.4	%	91.2	%	92.8	%	93.9	%
Redstone Arsenal	14	1,424	87.9	%	88.0	%	87.6	%	91.7	%	90.7	%
Data Center Shells:
Consolidated properties	5	1,206	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Unconsolidated JV properties	17	2,750	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Total Defense/IT Locations	167	18,032	93.7	%	93.6	%	92.5	%	92.9	%	92.7	%
Regional Office	5	1,792	81.0	%	83.7	%	82.3	%	84.0	%	92.0	%
Core Portfolio Same Properties	172	19,824	92.5	%	92.7	%	91.6	%	92.1	%	92.7	%
Other Same Properties	2	157	75.5	%	75.5	%	75.5	%	66.2	%	66.2	%
Total Same Properties	174	19,981	92.4	%	92.6	%	91.5	%	91.9	%	92.5	%

(1)Includes properties stably owned and 100% operational since at least 1/1/21.

16

Corporate Office Properties Trust

Same Properties Real Estate Revenues and NOI by Segment

(in thousands)

	Three Months Ended										Years Ended
	12/31/22		9/30/22		6/30/22		3/31/22		12/31/21		12/31/22		12/31/21
Same Properties real estate revenues
Defense/IT Locations:
Fort Meade/BW Corridor	$	66,995	$	67,512	$	65,938	$	65,571	$	63,196	$	266,016	$	258,978
NoVA Defense/IT	16,632		16,521		16,007		16,481		15,870		65,641		63,650
Lackland Air Force Base	15,438		14,861		14,043		13,626		15,951		57,968		55,477
Navy Support	8,092		8,098		7,931		8,155		8,356		32,276		33,757
Redstone Arsenal	8,388		8,681		8,315		8,574		8,967		33,958		33,943
Data Center Shells-Consolidated	6,021		6,073		6,171		6,009		6,617		24,274		23,922
Total Defense/IT Locations	121,566		121,746		118,405		118,416		118,957		480,133		469,727
Regional Office	12,889		12,267		11,863		13,270		13,681		50,289		56,328
Other	685		764		646		659		666		2,754		2,648
Same Properties real estate revenues	$	135,140	$	134,777	$	130,914	$	132,345	$	133,304	$	533,176	$	528,703
Same Properties NOI from real estate operations (“NOI”)
Defense/IT Locations:
Fort Meade/BW Corridor	$	43,381	$	43,268	$	42,844	$	40,048	$	40,161	$	169,541	$	166,983
NoVA Defense/IT	10,161		10,009		10,013		9,972		10,078		40,155		39,275
Lackland Air Force Base	6,649		6,637		6,583		6,610		6,769		26,479		25,028
Navy Support	4,611		4,487		4,639		4,684		4,853		18,421		20,140
Redstone Arsenal	4,856		4,899		5,041		5,106		6,119		19,902		22,934
Data Center Shells:
Consolidated properties	5,315		5,266		5,267		5,256		5,269		21,104		21,149
COPT’s share of unconsolidated real estate JVs	920		919		924		926		923		3,689		3,687
Total Defense/IT Locations	75,893		75,485		75,311		72,602		74,172		299,291		299,196
Regional Office	5,753		5,729		5,441		6,459		6,529		23,382		28,719
Other	319		375		334		305		347		1,333		1,357
Same Properties NOI (1)	$	81,965	$	81,589	$	81,086	$	79,366	$	81,048	$	324,006	$	329,272

(1)Refer to the section entitled “Supplemental Reconciliations of Non-GAAP Measures” for reconciliation.

(2)Represents the change between the current period and the same period in the prior year.

17

Corporate Office Properties Trust

Same Properties Cash NOI by Segment

(dollars in thousands)

	Three Months Ended										Years Ended
	12/31/22		9/30/22		6/30/22		3/31/22		12/31/21		12/31/22		12/31/21
Same Properties cash NOI from real estate operations (“cash NOI”)
Defense/IT Locations:
Fort Meade/BW Corridor	$	43,899	$	43,342	$	42,452	$	40,157	$	41,943	$	169,850	$	166,117
NoVA Defense/IT	10,635		10,462		10,422		10,511		10,596		42,030		40,592
Lackland Air Force Base	6,930		6,826		6,749		6,765		6,870		27,270		25,666
Navy Support	5,163		4,857		4,813		4,833		4,982		19,666		20,722
Redstone Arsenal	4,408		4,313		4,537		4,587		5,381		17,845		20,534
Data Center Shells:
Consolidated properties	4,705		4,645		4,630		4,588		4,565		18,568		17,988
COPT’s share of unconsolidated real estate JVs	853		845		847		843		837		3,388		3,311
Total Defense/IT Locations	76,593		75,290		74,450		72,284		75,174		298,617		294,930
Regional Office	5,475		6,129		5,943		6,140		7,286		23,687		30,169
Other Properties	333		390		341		262		360		1,326		1,371
Same Properties cash NOI (1)	$	82,401	$	81,809	$	80,734	$	78,686	$	82,820	$	323,630	$	326,470
Percentage change in total Same Properties cash NOI (2)	(0.5)%										(0.9)%
Percentage change in Defense/IT Locations Same Properties cash NOI (2)	1.9%										1.3%

(1)Refer to the section entitled “Supplemental Reconciliations of Non-GAAP Measures” for reconciliation.

(2)Represents the change between the current period and the same period in the prior year.

18

Corporate Office Properties Trust

Leasing (1)(2)

Three Months Ended 12/31/22

(square feet in thousands)

	Defense/IT Locations
	Ft Meade/BW Corridor			NoVA Defense/IT			Navy Support			Redstone Arsenal			Total Defense/IT Locations			Regional Office			Other			Total
Renewed Space
Leased Square Feet	161			67			79			211			517			—			1			519
Expiring Square Feet	248			98			101			223			670			48			1			719
Vacating Square Feet	87			31			22			12			152			47			—			200
Retention Rate (% based upon square feet)	64.9		%	68.5		%	78.2		%	94.4		%	77.3		%	1.0		%	100.0		%	72.2		%
Statistics for Completed Leasing:
Per Annum Average Committed Cost per Square Foot	$	2.89		$	2.42		$	3.00		$	5.30		$	3.82		$	—		$	1.06		$	3.81
Weighted Average Lease Term in Years	3.0			5.0			3.2			3.5			3.5			2.0			1.0			3.5
Straight-line Rent Per Square Foot
Renewal Straight-line Rent	$	34.11		$	32.49		$	26.42		$	23.42		$	28.38		$	10.26		$	26.52		$	28.36
Expiring Straight-line Rent	$	31.75		$	32.09		$	24.47		$	23.68		$	27.40		$	9.78		$	25.76		$	27.38
Change in Straight-line Rent	7.4		%	1.3		%	8.0		%	(1.1		%)	3.6		%	5.0		%	3.0		%	3.6		%
Cash Rent Per Square Foot
Renewal Cash Rent	$	34.14		$	34.74		$	27.11		$	24.20		$	29.10		$	10.26		$	26.52		$	29.08
Expiring Cash Rent	$	33.79		$	36.82		$	26.70		$	23.89		$	29.08		$	9.78		$	26.52		$	29.05
Change in Cash Rent	1.0		%	(5.7		%)	1.5		%	1.3		%	0.1		%	5.0		%	—		%	0.1		%
Average Escalations Per Year	2.7		%	2.7		%	2.5		%	2.5		%	2.6		%	—		%	—		%	2.6		%
New Leases
Development and Redevelopment Space
Leased Square Feet	—			—			—			—			—			—			—			—
Statistics for Completed Leasing:
Per Annum Average Committed Cost per Square Foot	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Weighted Average Lease Term in Years	—			—			—			—			—			—			—			—
Straight-line Rent Per Square Foot	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Cash Rent Per Square Foot	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Vacant Space
Leased Square Feet	79			14			3			30			127			47			—			173
Statistics for Completed Leasing:
Per Annum Average Committed Cost per Square Foot	$	7.08		$	11.28		$	6.50		$	7.33		$	7.59		$	8.91		$	—		$	7.95
Weighted Average Lease Term in Years	7.6			10.9			3.0			11.2			8.7			12.8			—			9.8
Straight-line Rent Per Square Foot	$	29.91		$	32.74		$	21.41		$	26.64		$	29.22		$	29.80		$	—		$	29.38
Cash Rent Per Square Foot	$	30.33		$	32.71		$	26.00		$	25.50		$	29.32		$	29.06		$	—		$	29.25
Total Square Feet Leased	240			81			82			241			644			47			1			692
Average Escalations Per Year	2.7		%	2.6		%	2.6		%	2.7		%	2.7		%	2.4		%	—		%	2.6		%
Average Escalations Excl. Data Center Shells																						2.6		%

(1)Activity excludes owner occupied space, leases with less than a one-year term and expirations associated with space removed from service. Weighted average lease term is based on the lease term defined in the lease assuming no exercise of early termination rights. Committed costs for leasing are reported above in the period of lease execution. Actual capital expenditures for leasing are reported on page 10 in the period such costs are incurred.

(2)Refer to the section entitled “Definitions” for definitions of certain terms on this schedule.

19

Corporate Office Properties Trust

Leasing (1)(2)

Years Ended 12/31/22

(square feet in thousands)

	Defense/IT Locations
	Ft Meade/BW Corridor			NoVA Defense/IT			Navy Support			Redstone Arsenal			Data Center Shells			Total Defense/IT Locations			Regional Office			Other			Total
Renewed Space
Leased Square Feet	1,033			94			263			233			—			1,624			69			8			1,701
Expiring Square Feet	1,271			158			317			315			—			2,061			292			8			2,361
Vacating Square Feet	237			64			55			81			—			437			222			—			659
Retention Rate (% based upon square feet)	81.3		%	59.7		%	82.8		%	74.1		%	—		%	78.8		%	23.8		%	100.0		%	72.1		%
Statistics for Completed Leasing:
Per Annum Average Committed Cost per Square Foot	$	2.61		$	2.16		$	2.59		$	5.39		$	—		$	2.98		$	2.27		$	5.67		$	2.96
Weighted Average Lease Term in Years	3.6			4.3			2.7			3.5			—			3.5			6.3			2.7			3.6
Straight-line Rent Per Square Foot
Renewal Straight-line Rent	$	34.91		$	32.14		$	25.18		$	23.82		$	—		$	31.58		$	29.27		$	24.08		$	31.45
Expiring Straight-line Rent	$	33.83		$	31.73		$	23.69		$	23.96		$	—		$	30.65		$	27.94		$	22.25		$	30.50
Change in Straight-line Rent	3.2		%	1.3		%	6.3		%	(0.6		%)	—		%	3.0		%	4.8		%	8.2		%	3.1		%
Cash Rent Per Square Foot
Renewal Cash Rent	$	34.90		$	34.27		$	25.54		$	24.51		$	—		$	31.85		$	28.87		$	23.63		$	31.69
Expiring Cash Rent	$	35.87		$	35.83		$	25.34		$	24.27		$	—		$	32.50		$	29.48		$	22.38		$	32.33
Change in Cash Rent	(2.7		%)	(4.4		%)	0.8		%	1.0		%	—		%	(2.0		%)	(2.1		%)	5.6		%	(2.0		%)
Average Escalations Per Year	2.6		%	2.7		%	2.6		%	2.5		%	—		%	2.6		%	1.2		%	3.1		%	2.5		%
New Leases
Development and Redevelopment Space
Leased Square Feet	186			—			—			10			279			476			—			—			476
Statistics for Completed Leasing:
Per Annum Average Committed Cost per Square Foot	$	11.19		$	—		$	—		$	7.46		$	—		$	4.54		$	—		$	—		$	4.54
Weighted Average Lease Term in Years	11.0			—			—			11.0			14.9			13.3			—			—			13.3
Straight-line Rent Per Square Foot	$	41.24		$	—		$	—		$	28.12		$	29.93		$	34.32		$	—		$	—		$	34.32
Cash Rent Per Square Foot	$	39.50		$	—		$	—		$	27.25		$	26.32		$	31.50		$	—		$	—		$	31.50
Vacant Space
Leased Square Feet	429			91			18			182			—			719			68			15			801
Statistics for Completed Leasing:
Per Annum Average Committed Cost per Square Foot	$	9.00		$	12.73		$	7.42		$	7.12		$	—		$	8.95		$	9.03		$	0.89		$	8.81
Weighted Average Lease Term in Years	6.5			7.0			4.8			8.4			—			7.0			11.7			5.0			7.3
Straight-line Rent Per Square Foot	$	30.84		$	32.90		$	35.69		$	24.52		$	—		$	29.62		$	32.43		$	14.76		$	29.59
Cash Rent Per Square Foot	$	29.89		$	32.45		$	36.42		$	24.11		$	—		$	28.91		$	32.01		$	14.04		$	28.90
Total Square Feet Leased	1,648			185			280			426			279			2,819			137			23			2,978
Average Escalations Per Year	2.7		%	2.6		%	2.6		%	2.7		%	2.0		%	2.5		%	2.0		%	2.6		%	2.5		%
Average Escalations Excl. Data Center Shells																									2.6		%

(1)Activity excludes owner occupied space, leases with less than a one-year term and expirations associated with space removed from service. Weighted average lease term is based on the lease term defined in the lease assuming no exercise of early termination rights. Committed costs for leasing are reported above in the period of lease execution. Actual capital expenditures for leasing are reported on page 10 in the period such costs are incurred.

(2)Refer to the section entitled “Definitions” for definitions of certain terms on this schedule.

20

Corporate Office Properties Trust

Lease Expiration Analysis as of 12/31/22 (1)

(dollars and square feet in thousands, except per square foot amounts)

Segment of Lease and Year of Expiration (2)	Square Footage of Leases Expiring	Annualized Rental Revenue of Expiring Leases (3)		% of Core/Total Annualized  Rental Revenue Expiring (3)(4)		Annualized Rental Revenue of Expiring Leases per Occupied Sq. Foot (3)
Core Portfolio
Ft Meade/BW Corridor	1,175	$	45,574	7.5	%	$	38.74
NoVA Defense/IT	123	3,910		0.6	%	31.88
Navy Support	198	5,776		1.0	%	29.24
Redstone Arsenal	32	823		0.1	%	25.62
Regional Office	170	3,907		0.6	%	22.85
2023	1,698	59,990		9.9	%	35.30
Ft Meade/BW Corridor	1,287	47,929		7.9	%	37.22
NoVA Defense/IT	453	16,485		2.7	%	36.37
Navy Support	374	8,607		1.4	%	23.00
Redstone Arsenal	122	3,526		0.6	%	28.93
Data Center Shells-Unconsolidated JV Properties	546	687		0.1	%	12.58
Regional Office	189	5,254		0.9	%	27.52
2024	2,971	82,488		13.6	%	33.23
Ft Meade/BW Corridor	1,892	68,640		11.4	%	36.22
NoVA Defense/IT	296	12,251		2.0	%	41.38
Lackland Air Force Base	703	39,372		6.5	%	56.03
Navy Support	148	3,663		0.6	%	24.78
Redstone Arsenal	296	6,748		1.1	%	22.69
Data Center Shells-Unconsolidated JV Properties	121	162		—	%	13.38
Regional Office	76	2,935		0.5	%	38.83
2025	3,532	133,770		22.1	%	39.04
Ft Meade/BW Corridor	758	29,907		4.9	%	39.43
NoVA Defense/IT	66	2,059		0.3	%	30.97
Lackland Air Force Base	250	12,345		2.0	%	49.38
Navy Support	175	5,927		1.0	%	33.90
Redstone Arsenal	18	439		0.1	%	25.01
Data Center Shells-Unconsolidated JV Properties	446	768		0.1	%	17.23
Regional Office	162	5,688		0.9	%	35.19
2026	1,875	57,133		9.5	%	38.77
Ft Meade/BW Corridor	500	16,619		2.8	%	33.21
NoVA Defense/IT	188	6,274		1.0	%	33.22
Navy Support	149	6,385		1.1	%	42.85
Redstone Arsenal	160	4,235		0.7	%	26.41
Data Center Shells-Unconsolidated JV Properties	364	479		0.1	%	13.14
Regional Office	112	4,272		0.7	%	37.72
2027	1,473	38,264		6.3	%	33.32
Thereafter
Consolidated Properties	7,588	229,531		38.1	%	29.55
Unconsolidated JV Properties	2,071	3,072		0.5	%	14.83
Core Portfolio	21,208	$	604,248	100.0	%	$	33.23

21

Segment of Lease and Year of Expiration (2)	Square Footage of Leases Expiring	Annualized Rental Revenue of Expiring Leases (3)		% of Core/Total Annualized  Rental Revenue Expiring (3)(4)		Annualized Rental Revenue of Expiring Leases per Occupied Sq. Foot (3)
Core Portfolio	21,208	$	604,248	99.1	%	$	33.23
Other	119	5,452		0.9	%	23.08
Total Portfolio	21,327	$	609,700	100.0	%	$	33.16
Consolidated Portfolio	17,780	$	604,533
Unconsolidated JV Properties	3,547	$	5,167

Note: As of 12/31/22, the weighted average lease term was 5.4 years for the core, total and consolidated portfolio.

(1)This expiration analysis reflects occupied space of our total portfolio (including consolidated and unconsolidated properties) and includes the effect of early renewals completed on existing leases but excludes the effect of new tenant leases on square feet yet to commence as of 12/31/22 of 568,000 for the core portfolio. With regard to properties owned through unconsolidated real estate joint ventures, the amounts reported above reflect 100% of the properties’ square footage but only reflect the portion of Annualized Rental Revenue that was allocable to COPT’s ownership interest.

(2)A number of our leases are subject to certain early termination provisions.  The year of lease expiration is based on the lease term determined in accordance with GAAP.

(3)Refer to the section entitled “Definitions” for a definition of annualized rental revenue.

(4)Amounts reported represent the percentage of our core portfolio for components of such portfolio while other amounts represent the percentage of our total portfolio.

22

Corporate Office Properties Trust

2023 Core Portfolio Quarterly Lease Expiration Analysis as of 12/31/22 (1)

(dollars and square feet in thousands, except per square foot amounts)

Segment of Lease and Quarter of Expiration (2)	Square Footage of Leases Expiring	Annualized Rental Revenue of Expiring Leases (3)		% of Core Annualized  Rental Revenue Expiring (3)		Annualized Rental Revenue of Expiring Leases per Occupied Sq. Foot (3)
Core Portfolio
Ft Meade/BW Corridor	548	$	20,963	3.5	%	$	38.18
NoVA Defense/IT	22	693		0.1	%	32.03
Navy Support	37	1,023		0.2	%	27.63
Redstone Arsenal	21	533		0.1	%	25.46
Regional Office	113	2,018		0.3	%	17.85
Q1 2023	741	25,230		4.2	%	34.01
Ft Meade/BW Corridor	68	2,309		0.4	%	33.81
NoVA Defense/IT	22	589		0.1	%	27.16
Navy Support	7	187		—	%	27.01
Regional Office	41	1,222		0.2	%	29.95
Q2 2023	138	4,307		0.7	%	31.27
Ft Meade/BW Corridor	236	8,461		1.4	%	35.76
NoVA Defense/IT	30	1,019		0.2	%	34.08
Navy Support	70	1,412		0.2	%	20.31
Regional Office	—	14		—	%	—
Q3 2023	336	10,906		1.8	%	32.41
Ft Meade/BW Corridor	323	13,842		2.3	%	42.93
NoVA Defense/IT	49	1,608		0.3	%	32.56
Navy Support	84	3,155		0.5	%	37.52
Redstone Arsenal	11	289		—	%	25.92
Regional Office	16	653		0.1	%	39.84
Q4 2023	483	19,547		3.2	%	40.43
	1,698	$	59,990	9.9	%	$	35.30

(1)This expiration analysis reflects occupied space of our total portfolio (including consolidated and unconsolidated properties) and includes the effect of early renewals completed on existing leases but excludes the effect of new tenant leases on square feet yet to commence as of 12/31/22.

(2)A number of our leases are subject to certain early termination provisions.  The period of lease expiration is based on the lease term determined in accordance with GAAP.

(3)Refer to the section entitled “Definitions” for a definition of annualized rental revenue.

23

Corporate Office Properties Trust

Top 20 Tenants as of 12/31/22 (1)

(dollars and square feet in thousands)

Tenant		Total Annualized Rental Revenue (2)		% of Total Annualized  Rental Revenue (2)		Occupied Square Feet	Weighted Average Remaining Lease Term (3)
United States Government	(4)	$	216,226	35.5	%	5,145	3.8
Fortune 100 Company		51,099		8.4	%	5,573	8.3
General Dynamics Corporation		31,068		5.1	%	752	2.4
The Boeing Company		14,902		2.4	%	442	3.6
Northrop Grumman Corporation		14,601		2.4	%	519	6.7
CACI International Inc		14,352		2.4	%	354	2.2
Peraton Corp.		12,508		2.1	%	341	5.3
Fortune 100 Company		11,660		1.9	%	183	11.8
Booz Allen Hamilton, Inc.		11,287		1.9	%	297	3.1
CareFirst Inc.		9,052		1.5	%	317	9.4
Morrison & Foerster, LLP		8,405		1.4	%	102	14.3
KBR, Inc.		7,380		1.2	%	295	7.7
Raytheon Technologies Corporation		6,765		1.1	%	186	4.4
Yulista Holding, LLC		6,720		1.1	%	368	7.0
Wells Fargo & Company		6,661		1.1	%	159	5.7
AT&T Corporation		6,487		1.1	%	321	6.8
Miles and Stockbridge, PC		6,432		1.1	%	160	3.9
Mantech International Corp.		6,241		1.0	%	200	2.5
Jacobs Engineering Group Inc.		6,006		1.0	%	177	6.0
The MITRE Corporation		5,113		0.8	%	152	3.4
Subtotal Top 20 Tenants		452,965		74.5	%	16,043	5.9
All remaining tenants		156,735		25.5	%	5,284	4.0
Total / Weighted Average		$	609,700	100.0	%	21,327	5.4

(1)For properties owned through unconsolidated real estate joint ventures, includes COPT’s share of those properties’ ARR of $5.2 million (see page 34 for additional information).

(2)Refer to the section entitled “Definitions” for a definition of annualized rental revenue.

(3)Weighted average remaining lease term is based on the lease term determined in accordance with GAAP. The weighting of the lease term was computed based on occupied square feet (excluding leases not associated with square feet, such as ground leases).

(4)Substantially all of our government leases are subject to early termination provisions which are customary in government leases. As of 12/31/22, $5.5 million of our ARR was through the General Services Administration (GSA), representing 2.5% of our ARR from the United States Government and 0.9% of our total ARR.

24

Corporate Office Properties Trust

Property Dispositions

(dollars and square feet in thousands)

Property	Property Segment	Location	# of Properties	Operational Megawatts (“MW”)/Square Feet	Transaction Date	% Occupied on Transaction Date		Transaction Value (in millions)
Quarter Ended 3/31/22
9651 Hornbaker Road (DC-6)	Wholesale Data Center	Manassas, Virginia	1	19.25 MW	1/25/22	86.7	%	$	223
Quarter Ended 12/31/22
90% interest in IN 1 and 2 (1)	Data Center Shells	Northern Virginia	2	366	12/14/22	100.0	%	60
Total 2022 Dispositions			3					$	283

(1)     We sold a 90% interest in these properties based on an aggregate property value of $67 million and retained a 10% interest in the properties through a newly-formed JV.

25

Corporate Office Properties Trust

Summary of Development Projects as of 12/31/22 (1)

(dollars and square feet in thousands) 

		Total Rentable Square Feet	% Leased as of 1/31/23	as of 12/31/22 (2)						Actual or Anticipated Shell Completion Date	Anticipated Operational Date (3)
				Anticipated Total Cost		Cost to Date		Cost to Date Placed in Service
Property and Segment	Location
Fort Meade/BW Corridor:
550 National Business Parkway	Annapolis Junction, Maryland	186	100%	$	74,835	$	40,335	$	—	3Q 23	4Q 23
Navy Support:
Expedition VII (4)	St. Mary’s County, Maryland	29	62%	9,651		9,037		6,420		1Q 22	1Q 23
Redstone Arsenal:
7000 Redstone Gateway (5)	Huntsville, Alabama	46	46%	12,403		7,890		4,334		3Q 22	3Q 23
300 Secured Gateway	Huntsville, Alabama	206	100%	67,755		25,384		—		4Q 22	4Q 23
5300 Redstone Gateway	Huntsville, Alabama	46	100%	13,500		416		—		1Q 24	1Q 24
8100 Rideout Road	Huntsville, Alabama	131	0%	39,325		14,605		—		3Q 23	3Q 24
Subtotal / Average		429	64%	132,983		48,295		4,334
Data Center Shells:
PS A	Northern Virginia	227	100%	64,000		12,886		—		3Q 23	3Q 23
PS B	Northern Virginia	193	100%	53,000		7,875		—		4Q 23	4Q 23
Southpoint Phase 2 Bldg A	Northern Virginia	225	100%	82,500		4,883		—		2Q 25	2Q 25
Southpoint Phase 2 Bldg B	Northern Virginia	193	100%	70,500		4,193		—		4Q 25	4Q 25
Subtotal / Average		838	100%	270,000		29,837		—
Total Under Development		1,482	89%	$	487,469	$	127,504	$	10,754

(1)Includes properties under, or contractually committed for, development as of 12/31/22. Also included are 5300 Redstone Gateway and Southpoint Phase 2 Buildings A and B, which were leased subsequent to 12/31/22.

(2)Cost includes land, development, leasing costs and allocated portion of structured parking and other shared infrastructure, if applicable.

(3)Anticipated operational date is the earlier of the estimated date when leases have commenced on 100% of a property’s space or one year from the cessation of major construction activities.

(4)Although classified as under development, 18,000 square feet were operational as of 12/31/22.

(5)Although classified as under development, 21,000 square feet were operational as of 12/31/22.

26

Corporate Office Properties Trust

Development Placed in Service as of 12/31/22

(square feet in thousands)

		Total Property		Square Feet Placed in Service							Total Space Placed in Service % Leased as of 1/31/23
	Property Segment	% Leased as of 1/31/23	Rentable Square Feet	Prior Year	2022					Total
Property and Location					1st Quarter	2nd Quarter	3rd Quarter	4th Quarter	Total 2022
Oak Grove C Northern Virginia	Data Center Shells	100%	265	—	265	—	—	—	265	265	100%
Expedition VII St. Mary’s County, Maryland	Navy Support	62%	29	—	18	—	—	—	18	18	100%
8000 Rideout Road Huntsville, Alabama	Redstone Arsenal	100%	100	20	—	80	—	—	80	100	100%
560 National Business Parkway   Annapolis Junction, Maryland	Fort Meade/BW Corridor	100%	183	—	—	—	—	183	183	183	100%
8300 Rideout Road Huntsville, Alabama	Redstone Arsenal	100%	131	—	—	—	—	131	131	131	100%
8200 Rideout Road   Huntsville, Alabama	Redstone Arsenal	100%	131	—	—	—	—	131	131	131	100%
6200 Redstone Gateway   Huntsville, Alabama	Redstone Arsenal	95%	172	—	—	—	—	172	172	172	95%
Oak Grove D    Northern Virginia	Data Center Shells	100%	265	—	—	—	—	265	265	265	100%
Oak Grove Annex 3 (1)    Northern Virginia	Data Center Shells	100%	14	—	—	—	—	14	14	14	100%
7000 Redstone Gateway   Huntsville, Alabama	Redstone Arsenal	46%	46	—	—	—	—	21	21	21	100%
Total Development Placed in Service		97%	1,336	20	283	80	—	917	1,280	1,300	99%
% Leased as of 1/31/23					100%	100%	N/A	99%	99%

(1)Represents expansion of an existing property.

27

Corporate Office Properties Trust

Summary of Land Owned/Controlled as of 12/31/22 (1)

(dollars and square feet in thousands)

Location	Acres	Estimated Developable Square Feet	Carrying Amount
Land owned/controlled for future development
Defense/IT Locations:
Fort Meade/BW Corridor:
National Business Park	144	1,630
Howard County	19	290
Other	126	1,338
Total Fort Meade/BW Corridor	289	3,258
NoVA Defense/IT	29	1,171
Navy Support	38	64
Redstone Arsenal (2)	303	3,400
Data Center Shells	10	232
Total Defense/IT Locations	669	8,125
Regional Office	10	900
Total land owned/controlled for future development	679	9,025	$	184,647
Other land owned/controlled	43	638	3,520
Land held, net	722	9,663	$	188,167

(1)This land inventory schedule includes properties under ground lease to us and excludes all properties listed as development as detailed on page 26. The costs associated with the land included on this summary are reported on our consolidated balance sheet in the line entitled “land held.”

(2)This land is controlled under a long-term master lease agreement to LW Redstone Company, LLC, a consolidated joint venture (see page 33). As this land is developed in the future, the joint venture will execute site-specific leases under the master lease agreement. Lease payments will commence under the site-specific leases as cash rents under tenant leases commence at the respective properties.

28

Corporate Office Properties Trust

Capitalization Overview

(dollars, shares and units in thousands)

	Wtd. Avg. Maturity (Years) (1)	Stated Rate		Effective Rate (2)(3)		Amount Outstanding at 12/31/22
Debt
Secured debt	2.3	4.50	%	3.61	%	$	118,293
Unsecured debt	6.9	2.99	%	3.12	%	2,136,661
Total Consolidated Debt	6.6	3.07	%	3.15	%	$	2,254,954
Fixed rate debt (3)	7.0	2.58	%	2.73	%	$	1,918,954
Variable rate debt	4.7	5.57	%	5.57	%	336,000
Total Consolidated Debt						$	2,254,954
Common Equity
Common Shares						112,424
Common Units (4)						1,665
Total Common Shares and Units						114,089
Closing Common Share Price on 12/30/22						$	25.94
Equity Market Capitalization (5)						$	2,959,469
Total Market Capitalization (5)						$	5,214,423

(1)Calculated assuming exercise of extension options on our Revolving Credit Facility and term loan.

(2)Excludes the effect of deferred financing cost amortization.

(3)Includes the effect of interest rate swaps as of 12/31/22 with notional amounts of $33.7 million that hedge the risk of changes in interest rates on variable rate debt. Effective 2/1/23, we entered into interest rates swaps on an additional $200.0 million notional amount of variable rate debt for a three year term.

(4)Excludes unvested share-based compensation awards subject to market conditions.

(5)Refer to the section entitled “Definitions” for a definition of this measure.

Investment Grade Ratings & Outlook			Latest Affirmation
Fitch	BBB-	Stable	9/28/22
Moody’s	Baa3	Stable	1/17/23
Standard & Poor’s	BBB-	Stable	8/12/22

29

Corporate Office Properties Trust

Summary of Outstanding Debt as of 12/31/22

(dollars in thousands)

Unsecured Debt	Stated Rate	Amount Outstanding		Maturity Date		Secured Debt	Stated Rate		Amount Outstanding		Balloon Payment Due Upon Maturity		Maturity Date
Revolving Credit Facility	SOFR+ 0.10%+1.05%	$	211,000	Oct-26	(1)(2)	7740 Milestone Parkway	3.96%		$	15,943	$	15,902	Feb-23
Senior Unsecured Notes						LW Redstone:
2.25% due 2026	2.25%	400,000		Mar-26		1000, 1200 & 1100 Redstone Gateway (3)	4.47%	(4)	29,438		$	27,649	Jun-24
2.00% due 2029	2.00%	400,000		Jan-29
2.75% due 2031	2.75%	600,000		Apr-31		4000 & 4100 Market Street and 8800 Redstone Gateway (2)(3)	SOFR +0.10%+1.55%		22,775		$	22,100	Mar-25	(5)
2.90% due 2033	2.90%	400,000		Dec-33
Subtotal - Senior Unsecured Notes	2.51%	$	1,800,000			M Square:
						5825 & 5850 University Research Court (3)	3.82%		39,257		$	35,603	Jun-26
Unsecured Bank Term Loans
2026 Maturity	SOFR+ 0.10%+1.30%	$	125,000	Jan-26	(2)(6)	5801 University Research Court (2)(3)	SOFR +0.10%+1.45%		10,880		$	10,020	Aug-26
Other Unsecured Debt	0.00%	661		May-26		Total Secured Debt	4.50%		$	118,293
Total Unsecured Debt	2.99%	$	2,136,661
Debt Summary
Total Unsecured Debt	2.99%	$	2,136,661
Total Secured Debt	4.50%	118,293
Consolidated Debt	3.07%	$	2,254,954
Debt per balance sheet		$	2,231,794
Net discounts and deferred financing costs		23,160
Consolidated Debt		2,254,954
COPT’s share of unconsolidated JV gross debt (7)		52,100
Gross debt		$	2,307,054

(1)The Company’s $600.0 million Revolving Credit Facility matures in October 2026 and may be extended by two six-month periods at our option.

(2)Pre-payable anytime without penalty.

(3)These properties are owned through consolidated joint ventures.

(4)Represents the weighted average rate of three loans on the properties.

(5)The loan maturity may be extended for two one-year periods, provided certain conditions are met.

(6)The Company’s term loan matures in January 2026 and may be extended by two 12-month periods at our option.

(7)See page 34 for additional disclosure regarding our unconsolidated real estate joint ventures.

30

Corporate Office Properties Trust

Summary of Outstanding Debt as of 12/31/22 (continued)

(1)Revolving Credit Facility maturity of $211.0 million is included above in 2027 assuming our exercise of two six-month extension options.

(2)Term loan balance of $125.0 million is included in 2028 assuming our exercise of two 12-month extension options.

(3)Includes the effect of $33.7 million in interest rate swaps that hedge the risk of changes in interest rates on variable rate debt. Effective 2/1/23, we entered into interest rates swaps on an additional $200.0 million notional amount of variable rate debt for a three year term.

31

Corporate Office Properties Trust

Debt Analysis

(dollars and square feet in thousands)

		As of and for Three Months Ended 12/31/22					As of and for Three Months Ended 12/31/22
Senior Note Covenants (1)	Required				Line of Credit & Term Loan Covenants (1)(2)	Required
Total Debt / Total Assets	< 60%	40.0%			Total Debt / Total Assets	< 60%	37.9%
Secured Debt / Total Assets	< 40%	2.1%			Secured Debt / Total Assets	< 40%	2.4%
Debt Service Coverage	> 1.5x	5.6x			Adjusted EBITDA / Fixed Charges	> 1.5x	4.5x
Unencumbered Assets / Unsecured Debt	> 150%	251.4%			Unsecured Debt / Unencumbered Assets	< 60%	37.6%
					Unencumbered Adjusted NOI / Unsecured Interest Expense	> 1.75x	4.9x
Debt Ratios (All coverage computations include discontinued operations)	Page Refer.				Unencumbered Portfolio Analysis
GAAP					# of unencumbered properties		169
Debt per balance sheet	6	$	2,231,794		% of total portfolio		87		%
Total assets	6	$	4,257,275		Unencumbered square feet in-service		19,579
Debt to assets		52.4		%	% of total portfolio		85		%
Net income	7	$	52,087		NOI from unencumbered real estate operations		$	89,539
Debt to net income ratio (3)		10.7		x	% of total NOI from real estate operations		95		%
Interest expense	7	$	16,819		Adjusted EBITDA from unencumbered real estate operations		$	83,520
Net income to interest expense ratio		3.1		x	% of total adjusted EBITDA from real estate operations		95		%
					Unencumbered adjusted book		$	5,463,257
Non-GAAP					% of total adjusted book		95		%
Net debt	38	$	2,294,261
Adjusted book	38	$	5,770,432
Net debt to adjusted book		39.8		%
Pro forma net debt (2)	38	$	2,105,261
Net debt adj. for fully-leased development	38	$	2,198,289
Pro forma net debt adj. for fully leased development (2)	38	$	2,009,289
In-place adjusted EBITDA	11	$	90,491
Pro forma in-place adjusted EBITDA (2)	11	$	87,588
Net debt to in-place adjusted EBITDA ratio		6.3		x
Pro forma net debt to in-place adjusted EBITDA ratio (2)		6.0		x
Net debt adj. for fully-leased devel. to in-place adj. EBITDA ratio		6.1		x
Pro forma net debt adj. for fully-leased development to in-place adj. EBTIDA ratio (2)		5.7		x
Denominator for debt service coverage	37	$	16,872
Denominator for fixed charge coverage	37	$	18,707
Adjusted EBITDA	11	$	87,787
Adjusted EBITDA debt service coverage ratio		5.2		x
Adjusted EBITDA fixed charge coverage ratio		4.7		x

(1)The covenants are calculated as defined in the applicable agreements, and the calculations differ between those agreements.

(2)Includes adjustments associated with our sale on 1/10/23 of a 90% interest in three data center shell properties and effect of resulting proceeds available for debt pay downs.

(3)Refer to the section entitled “Definitions” for a definition of this measure.

32

Corporate Office Properties Trust

Consolidated Real Estate Joint Ventures as of 12/31/22

(dollars and square feet in thousands)

				NOI from Real Estate Operations (1)								COPT Nominal Ownership %
Operating Properties	Operational Square Feet	% Occupied	% Leased	Three Months Ended		Year Ended		Total Assets (2)		Venture Level Debt Outstanding (3)
Suburban Maryland:
M Square Associates, LLC (4 properties)	414	85.9%	92.1%	$	1,753	$	6,701	$	94,578	$	50,137	50%
Huntsville, Alabama:
LW Redstone Company, LLC (20 properties)	1,932	89.7%	98.5%	5,718		21,370		458,156		52,213		85%	(4)
Washington, D.C.:
Stevens Place (1 property)	188	60.6%	60.6%	1,232		4,222		168,819		—		95%
Total / Average	2,534	86.9%	94.7%	$	8,703	$	32,293	$	721,553	$	102,350

Non-operating Properties	Estimated Developable Square Feet	Total Assets (2)		Venture Level Debt Outstanding		COPT Nominal Ownership %
Suburban Maryland:
M Square Research Park	348	$	5,839	$	—	50%
Huntsville, Alabama:
Redstone Gateway (5)	3,808	137,409		—		85%	(3)
Total	4,156	$	143,248	$	—

(1)Represents NOI from real estate operations of the joint venture operating properties before allocation to joint venture partners.

(2)Total assets includes the assets of the consolidated joint venture plus any outside investment basis.

(3)Excludes debt from us to the joint venture, which is eliminated in the presentation of our consolidated financial statements.

(4)Our partner receives an annual priority return of 13.5% on its $9.0 million in contributed equity, plus certain fees for leasing and development, and we expect to receive all other distributions from the JV.

(5)Total assets include $69.7 million in amortized cost basis pertaining to amounts due from the City of Huntsville (including accrued interest) in connection with infrastructure costs funded by the joint venture.

33

Corporate Office Properties Trust

Unconsolidated Real Estate Joint Ventures as of 12/31/22 (1)

(dollars and square feet in thousands) 

Joint venture information
COPT ownership %	10		%
COPT’s investment	$	20,001		(2)
# of Properties	21
Square Feet	3,547
% Occupied	100		%
COPT’s share of ARR	$	5,167
Balance sheet information	Total				COPT’s Share (3)
Operating properties, net	$	736,569			$	73,657
Total assets	$	794,211			$	79,421
Debt	$	513,307			$	51,331
Total liabilities	$	524,038			$	52,404
	Three Months Ended						Year Ended
Operating information	Total				COPT’s Share (3)		Total		COPT’s Share (3)
Revenue	$	12,990			$	1,298	$	51,558	$	5,155
Operating expenses	(2,040)				(203)		(8,285)		(828)
NOI from real estate operations and EBITDAre (4)	10,950				1,095		43,273		4,327
Interest expense	(5,079)				(507)		(12,125)		(1,212)
Depreciation and amortization	(5,716)				(526)		(22,861)		(2,101)
Gain on early extinguishment of debt	1,684				168		1,684		168
Net income	$	1,839			$	230	$	9,971	$	1,182
NOI from real estate operations (per above) (4)	$	10,950			$	1,095	$	43,273	$	4,327
Straight line rent adjustments	(359)				(36)		(1,697)		(170)
Amortization of acquired above- and below-market rents	(476)				(47)		(1,905)		(190)
Cash NOI from real estate operations (4)	$	10,115			$	1,012	$	39,671	$	3,967

(1)Includes equity method investments in four joint ventures that own and operate data center shell properties. On 12/14/22, we sold a 90% interest in two data center shell properties totaling 366,000 square feet based on an aggregate property value of $67 million and retained a 10% interest in the properties through a newly-formed JV; as of 12/31/22, these properties were 100% occupied and COPT’s share of the ARR was $451,000.

(2)Includes $21.5 million reported in “Investment in unconsolidated real estate joint ventures” and $1.5 million for investments with deficit balances reported in “other liabilities” on our consolidated balance sheet.

(3)Represents the portion allocable to our ownership interest.

(4)Refer to the section entitled “Definitions” for definitions of these measures.

34

Corporate Office Properties Trust

Supplementary Reconciliations of Non-GAAP Measure

(in thousands)

	Three Months Ended										Years Ended
	12/31/22		9/30/22		6/30/22		3/31/22		12/31/21		12/31/22		12/31/21
Net income	$	52,087	$	32,316	$	33,595	$	60,824	$	14,965	$	178,822	$	81,578
Construction contract and other service revenues	(24,062)		(34,813)		(42,557)		(53,200)		(43,284)		(154,632)		(107,876)
Depreciation and other amortization associated with real estate operations	36,907		35,247		34,812		34,264		34,504		141,230		137,543
Construction contract and other service expenses	23,454		33,555		41,304		51,650		42,089		149,963		104,053
General and administrative expenses	7,766		6,558		6,467		6,670		6,589		27,461		27,213
Leasing expenses	2,235		2,340		1,888		1,874		2,568		8,337		8,914
Business development expenses and land carry costs	1,157		552		701		783		1,088		3,193		4,647
Interest expense	16,819		15,123		14,808		14,424		16,217		61,174		65,398
Interest and other income	(3,340)		(2,290)		(1,818)		(1,893)		(1,968)		(9,341)		(7,879)
Credit loss (recoveries) expense	(1,331)		1,693		225		(316)		(88)		271		(1,128)
Gain on sales of real estate from continuing operations	(19,238)		(16)		19		(15)		(25,879)		(19,250)		(65,590)
Loss on early extinguishment of debt	267		—		—		342		41,073		609		100,626
Equity in income of unconsolidated entities	(229)		(308)		(318)		(888)		(314)		(1,743)		(1,093)
Unconsolidated real estate JVs NOI allocable to COPT included in equity in income of unconsolidated entities (1)	1,095		1,072		1,080		1,080		1,079		4,327		4,029
Income tax expense	223		67		4		153		42		447		145
Discontinued operations	—		—		—		(29,573)		(1,413)		(29,573)		(3,358)
Revenues from real estate operations from discontinued operations	—		—		—		1,980		8,235		1,980		30,490
Property operating expenses from discontinued operations	—		—		—		(971)		(4,980)		(971)		(16,842)
NOI from real estate operations	93,810		91,096		90,210		87,188		90,523		362,304		360,870
Straight line rent adjustments and lease incentive amortization	(2,974)		932		(2,859)		(2,921)		(2,521)		(7,822)		(10,367)
Amortization of acquired above- and below-market rents	(131)		(97)		(97)		(519)		(100)		(844)		(396)
Amortization of intangibles and other assets to property operating expenses	146		147		147		146		139		586		557
Lease termination fees, net	(1,026)		(591)		(399)		(221)		893		(2,237)		(2,416)
Tenant funded landlord assets and lease incentives	(1,109)		(3,530)		(1,342)		(1,834)		(1,689)		(7,815)		(3,537)
Cash NOI adjustments in unconsolidated real estate JVs	(83)		(87)		(92)		(98)		(104)		(360)		(416)
Cash NOI from real estate operations	$	88,633	$	87,870	$	85,568	$	81,741	$	87,141	$	343,812	$	344,295
NOI from real estate operations (from above)	$	93,810	$	91,096	$	90,210	$	87,188	$	90,523	$	362,304	$	360,870
Non-Same Properties NOI from real estate operations	(11,845)		(9,507)		(9,124)		(7,822)		(9,475)		(38,298)		(31,598)
Same Properties NOI from real estate operations	81,965		81,589		81,086		79,366		81,048		324,006		329,272
Straight line rent adjustments and lease incentive amortization	2,556		2,954		1,486		1,606		2,715		8,602		3,854
Amortization of acquired above- and below-market rents	(131)		(97)		(97)		(519)		(100)		(844)		(396)
Lease termination fees, net	(1,026)		(591)		(399)		(221)		893		(2,237)		(2,416)
Tenant funded landlord assets and lease incentives	(895)		(1,973)		(1,265)		(1,463)		(1,649)		(5,596)		(3,469)
Cash NOI adjustments in unconsolidated real estate JVs	(68)		(73)		(77)		(83)		(87)		(301)		(375)
Same Properties Cash NOI from real estate operations	$	82,401	$	81,809	$	80,734	$	78,686	$	82,820	$	323,630	$	326,470

(1)See page 34 for additional disclosure regarding our unconsolidated real estate JVs.

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Corporate Office Properties Trust

Supplementary Reconciliations of Non-GAAP Measures (continued)

(in thousands)

	Three Months Ended										Years Ended
	12/31/22		9/30/22		6/30/22		3/31/22		12/31/21		12/31/22		12/31/21
Real estate revenues
Lease revenue
Fixed contractual payments	$	116,349	$	113,700	$	112,691	$	112,620	$	118,924	$	455,360	$	459,081
Variable lease payments (1)	33,673		32,781		29,586		30,749		31,203		126,789		125,077
Lease revenue	150,022		146,481		142,277		143,369		150,127		582,149		584,158
Other property revenue	1,163		1,206		969		891		756		4,229		2,902
Real estate revenues	$	151,185	$	147,687	$	143,246	$	144,260	$	150,883	$	586,378	$	587,060
Provision for credit losses (recoveries) on billed lease revenue	$	—	$	5	$	496	$	—	$	(13)	$	501	$	(19)
Discontinued operations
Revenues from real estate operations	$	—	$	—	$	—	$	1,980	$	8,235	$	1,980	$	30,490
Property operating expenses	—		—		—		(971)		(4,980)		(971)		(16,842)
Depreciation and amortization associated with real estate operations	—		—		—		—		(1,842)		—		(10,290)
Gain on sale of real estate	—		—		—		28,564		—		28,564		—
Discontinued operations	$	—	$	—	$	—	$	29,573	$	1,413	$	29,573	$	3,358
Total revenues from continuing operations	$	175,247	$	182,500	$	185,803	$	195,480	$	185,932	$	739,030	$	664,446
Construction contract and other service revenues	(24,062)		(34,813)		(42,557)		(53,200)		(43,284)		(154,632)		(107,876)
Revenues from discontinued operations	—		—		—		1,980		8,235		1,980		30,490
Real estate revenues	$	151,185	$	147,687	$	143,246	$	144,260	$	150,883	$	586,378	$	587,060
Depreciation and amortization associated with real estate operations from continuing operations	$	36,907	$	35,247	$	34,812	$	34,264	$	34,504	$	141,230	$	137,543
Depreciation and amortization from discontinued operations	—		—		—		—		1,842		—		10,290
Real estate-related depreciation and amortization	$	36,907	$	35,247	$	34,812	$	34,264	$	36,346	$	141,230	$	147,833
Gain on sales of real estate from continuing operations	$	19,238	$	16	$	(19)	$	15	$	25,879	$	19,250	$	65,590
Gain on sales of real estate from discontinued operations	—		—		—		28,564		—		28,564		—
Gain on sales of real estate	$	19,238	$	16	$	(19)	$	28,579	$	25,879	$	47,814	$	65,590

(1)Represents primarily lease revenue associated with property operating expense reimbursements from tenants.

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Corporate Office Properties Trust

Supplementary Reconciliations of Non-GAAP Measures (continued)

(in thousands)

	Three Months Ended										Years Ended
	12/31/22		9/30/22		6/30/22		3/31/22		12/31/21		12/31/22		12/31/21
Total interest expense	$	16,819	$	15,123	$	14,808	$	14,424	$	16,217	$	61,174	$	65,398
Less: Amortization of deferred financing costs	(619)		(540)		(541)		(597)		(640)		(2,297)		(2,980)
Less: Amortization of net debt discounts, net of amounts capitalized	(615)		(612)		(608)		(605)		(615)		(2,440)		(2,244)
Less: Loss on interest rate derivatives included in interest expense	—		—		—		—		(221)		—		(221)
COPT’s share of interest expense of unconsolidated real estate JVs, excluding amortizations of deferred financing costs and net debt premium and loss on interest rate derivatives	423		236		233		231		237		1,123		943
Denominator for interest coverage	16,008		14,207		13,892		13,453		14,978		57,560		60,896
Scheduled principal amortization	864		851		844		774		950		3,333		3,860
Denominator for debt service coverage	16,872		15,058		14,736		14,227		15,928		60,893		64,756
Capitalized interest	1,835		1,969		1,376		1,529		1,192		6,709		6,467
Denominator for fixed charge coverage	$	18,707	$	17,027	$	16,112	$	15,756	$	17,120	$	67,602	$	71,223
Common share dividends - unrestricted shares and deferred shares	$	30,844	$	30,844	$	30,842	$	30,837	$	30,814	$	123,367	$	123,243
Common share dividends - restricted shares and deferred shares	70		74		70		93		80		307		324
Common unit distributions - unrestricted units	406		406		407		404		346		1,623		1,387
Common unit distributions - restricted units	64		66		65		65		53		260		208
Total dividends and distributions for GAAP payout ratio	$	31,384	$	31,390	$	31,384	$	31,399	$	31,293	$	125,557	$	125,162
Common share dividends - unrestricted shares and deferred shares	$	30,844	$	30,844	$	30,842	$	30,837	$	30,814	$	123,367	$	123,243
Common unit distributions - unrestricted units	406		406		407		404		346		1,623		1,387
Common unit distributions - dilutive restricted units	13		13		12		13		7		51		25
Dividends and distributions for non-GAAP payout ratios	$	31,263	$	31,263	$	31,261	$	31,254	$	31,167	$	125,041	$	124,655

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Corporate Office Properties Trust

Supplementary Reconciliations of Non-GAAP Measures (continued)

(in thousands)

	12/31/22		9/30/22		6/30/22		3/31/22		12/31/21
Total assets	$	4,257,275	$	4,269,329	$	4,185,193	$	4,132,026	$	4,262,452
Accumulated depreciation	1,267,434		1,245,313		1,213,711		1,182,652		1,152,523
Accumulated depreciation included in assets held for sale	6,014		—		—		—		82,385
Accumulated amortization of intangibles on property acquisitions and deferred leasing costs	222,779		221,646		218,560		217,607		215,925
Accumulated amortization of intangibles on property acquisitions and deferred leasing costs included in assets held for sale	—		—		—		—		4,547
COPT’s share of liabilities of unconsolidated real estate JVs	52,404		27,272		27,296		27,367		27,312
COPT’s share of accumulated depreciation and amortization of unconsolidated real estate JVs	6,078		5,495		4,911		4,328		3,744
Less: Property - operating lease liabilities	(28,759)		(29,088)		(29,412)		(29,729)		(29,342)
Less: Cash and cash equivalents	(12,337)		(12,643)		(20,735)		(19,347)		(13,262)
Less: COPT’s share of cash of unconsolidated real estate JVs	(456)		(547)		(457)		(458)		(434)
Adjusted book	$	5,770,432	$	5,726,777	$	5,599,067	$	5,514,446	$	5,705,850
Gross debt (page 30)	$	2,307,054	$	2,319,068	$	2,227,918	$	2,207,762	$	2,324,536
Less: Cash and cash equivalents	(12,337)		(12,643)		(20,735)		(19,347)		(13,262)
Less: COPT’s share of cash of unconsolidated real estate JVs	(456)		(547)		(457)		(458)		(434)
Net debt	2,294,261		2,305,878		2,206,726		2,187,957		2,310,840
Costs incurred on fully-leased development properties	(95,972)		(275,359)		(223,485)		(154,259)		(162,884)
Net debt adjusted for fully-leased development	$	2,198,289	$	2,030,519	$	1,983,241	$	2,033,698	$	2,147,956
Net debt	$	2,294,261	$	2,305,878	$	2,206,726	$	2,187,957	$	2,310,840
Pro forma debt adjustments from subsequent event transaction proceeds (1)	(189,000)		N/A		N/A		N/A		(216,000)
Pro forma net debt	2,105,261		2,305,878		2,206,726		2,187,957		2,094,840
Costs incurred on fully-leased development properties	(95,972)		(275,359)		(223,485)		(154,259)		(162,884)
Pro forma net debt adjusted for fully-leased development	$	2,009,289	$	2,030,519	$	1,983,241	$	2,033,698	$	1,931,956

(1)Includes the effect of resulting proceeds available for debt pay downs from the following transactions: 12/31/22 includes our sale on 1/10/23 of a 90% interest in three data center shell properties; and 12/31/21 includes the sale on 1/25/22 of our wholesale data center.

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Corporate Office Properties Trust

Definitions

Non-GAAP Measures

We believe that the measures defined below that are not determined in accordance with generally accepted accounting principles (“GAAP”) are helpful to investors in measuring our performance and comparing it to that of other real estate investment trusts (“REITs”).  Since these measures exclude certain items includable in their respective most comparable GAAP measures, reliance on the measures has limitations; management compensates for these limitations by using the measures simply as supplemental measures that are weighed in balance with other GAAP and non-GAAP measures.  These measures should not be used as an alternative to the respective most comparable GAAP measures when evaluating our financial performance or to cash flow from operating, investing and financing activities when evaluating our liquidity or ability to make cash distributions or pay debt service.

Adjusted book

Defined as total assets presented on our consolidated balance sheet, net of lease liabilities associated with property right-of-use assets, and excluding the effect of cash and cash equivalents, accumulated depreciation on real estate properties, accumulated amortization of intangible assets on real estate acquisitions, accumulated amortization of deferred leasing costs and unconsolidated real estate joint ventures (“JVs”) cash and cash equivalents, liabilities and accumulated depreciation and amortization (of intangibles on property acquisitions and deferred leasing costs) allocable to our ownership interest in the JVs. We use adjusted book for purposes of calculating our net debt to adjusted book, which we believe is a useful supplemental measure for investors to use in further understanding the relationship of our outstanding debt to our assets available to service such debt. We believe that total assets is the most directly comparable GAAP measure to this non-GAAP measure.

Adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”)

Adjusted EBITDA is net income adjusted for the effects of interest expense, depreciation and amortization, gain on sales and impairment losses of real estate and investments in unconsolidated real estate JVs, gain or loss on early extinguishment of debt, loss on interest rate derivatives, net gain or loss on other investments, credit loss expense or recoveries, operating property acquisition costs, income taxes, business development expenses, demolition costs on redevelopment and nonrecurring improvements, executive transition costs and certain other expenses that we believe are not relevant to an investor’s evaluation of our ability to repay debt.  Adjusted EBITDA also includes adjustments to net income for the effects of the items noted above pertaining to unconsolidated real estate JVs that were allocable to our ownership interest in the JV. While EBITDA (earnings before interest, taxes, depreciation and amortization) is a universally-defined supplemental measure, Adjusted EBITDA incorporates additional adjustments for gains and losses from investing and financing activities and certain other items that we believe represent costs that are not closely correlated to (or associated with) our operating performance and are not relevant to an investor’s evaluation of our ability to repay debt. We believe that adjusted EBITDA is a useful supplemental

measure for assessing our un-levered performance and ability to repay outstanding debt from operations.  We believe that net income is the most directly comparable GAAP measure to this non-GAAP measure.

Adjusted EBITDA debt service coverage ratio

This measure divides Adjusted EBITDA by the sum of interest expense (excluding amortization of deferred financing costs and amortization of debt discounts and premiums, net of amounts capitalized, and gains or losses on interest rate derivatives) and scheduled principal amortization on mortgage loans.

Amortization of acquisition intangibles included in NOI

Represents the amortization of intangible asset and liability categories that is included in net operating income, including amortization of above- or below-market leases and above- or below-market cost arrangements.

Basic FFO available to common share and common unit holders (“Basic FFO”)

This measure is FFO adjusted to subtract (1) preferred share dividends, (2) income attributable to noncontrolling interests through ownership of preferred units in Corporate Office Properties, L.P. (the “Operating Partnership”) or interests in other consolidated entities not owned by us, (3) depreciation and amortization allocable to noncontrolling interests in other consolidated entities, (4) Basic FFO allocable to share-based compensation awards and (5) issuance costs associated with redeemed preferred shares.  With these adjustments, Basic FFO represents FFO available to common shareholders and holders of common units in the Operating Partnership (“common units”).  Common units are substantially similar to our common shares of beneficial interest (“common shares”) and are exchangeable into common shares, subject to certain conditions.  We believe that Basic FFO is useful to investors due to the close correlation of common units to common shares.  We believe that net income is the most directly comparable GAAP measure to this non-GAAP measure.

Cash net operating income (“Cash NOI”)

Defined as NOI from real estate operations adjusted to eliminate the effects of: straight-line rental adjustments, amortization of tenant incentives, amortization of intangibles and other assets included in FFO and NOI, lease termination fees from tenants to terminate their lease obligations prior to the end of the agreed upon lease terms and rental revenue recognized under GAAP resulting from landlord assets and lease incentives funded by tenants.  Cash NOI also includes adjustments to NOI from real estate operations for the effects of the items noted above pertaining to unconsolidated real estate JVs that were allocable to our ownership interest in the JVs. Under GAAP, rental revenue is recognized evenly over the term of tenant leases (through straight-line rental adjustments and amortization of tenant incentives), which, given the long term nature of our leases, does not align with the economics of when tenant payments are due to us under the arrangements.  Also under GAAP, when a property is acquired, we allocate the acquisition to certain intangible components, which are then amortized into NOI over their estimated lives, even though the resulting revenue adjustments are not reflective of our lease economics.  In addition, revenue from lease termination fees and tenant-

39

Corporate Office Properties Trust

Definitions

funded landlord improvements, absent an adjustment from us, would result in large one-time lump sum amounts in Cash NOI that we do not believe are reflective of a property’s long-term value.  We believe that Cash NOI is a useful supplemental measure of operating performance for a REIT’s operating real estate because it makes adjustments to NOI for the above stated items to be more reflective of the economics of when tenant payments are due to us under our leases and the value of our properties.  As is the case with NOI, the measure is useful in our opinion in evaluating and comparing the performance of reportable segments, Same Properties groupings and individual properties.  We believe that net income is the most directly comparable GAAP measure to this non-GAAP measure.

COPT’s share of NOI from unconsolidated real estate JVs

Represents the net of revenues and property operating expenses of real estate operations owned through unconsolidated JVs that are allocable to COPT’s ownership interest. This measure is included in the computation of NOI, our segment performance measure, as discussed below.

Diluted adjusted funds from operations available to common share and common unit holders (“Diluted AFFO”)

Defined as Diluted FFO, as adjusted for comparability, adjusted for the following: (1) the elimination of the effect of (a) noncash rental revenues and property operating expenses (comprised of straight-line rental adjustments, which includes the amortization of recurring tenant incentives, and amortization of acquisition intangibles included in FFO and NOI, both of which are described under “Cash NOI” above), (b) share-based compensation, net of amounts capitalized, (c) amortization of deferred financing costs, (d) amortization of debt discounts and premiums and (e) amortization of settlements of debt hedges; and (2) replacement capital expenditures (defined below).  Diluted AFFO also includes adjustments to Diluted FFO, as adjusted for comparability for the effects of the items noted above pertaining to unconsolidated real estate JVs that were allocable to our ownership interest in the JVs. We believe that Diluted AFFO is a useful supplemental measure of operating performance for a REIT because it incorporates adjustments for: certain revenue and expenses that are not associated with cash to or from us during the period; and certain capital expenditures for operating properties incurred during the period that do require cash outlays.  We believe that net income is the most directly comparable GAAP measure to this non-GAAP measure.

Diluted FFO available to common share and common unit holders (“Diluted FFO”)

Diluted FFO is Basic FFO adjusted to add back any changes in Basic FFO that would result from the assumed conversion of securities that are convertible or exchangeable into common shares.  The computation of Diluted FFO assumes the conversion of common units but does not assume the conversion of other securities that are convertible into common shares if the conversion of those securities would increase Diluted FFO per share in a given period.  We believe that Diluted FFO is useful to investors because it is the numerator used to compute Diluted FFO per share, discussed below.  We believe that net income is the most directly comparable GAAP measure to this non-GAAP measure.

Diluted FFO available to common share and common unit holders, as adjusted for comparability (“Diluted FFO, as adjusted for comparability”)

Defined as Diluted FFO or FFO adjusted to exclude: operating property acquisition costs; gain or loss on early extinguishment of debt; FFO associated with properties that secured non-recourse debt on which we defaulted and, subsequently, extinguished via conveyance of such properties (including property NOI, interest expense and gains on debt extinguishment); loss on interest rate derivatives; and, for periods prior to 10/1/22, demolition costs on redevelopment and nonrecurring improvements and executive transition costs.  Diluted FFO, as adjusted for comparability also includes adjustments to Diluted FFO for the effects of the items noted above pertaining to unconsolidated real estate JVs that were allocable to our ownership interest in the JVs. We believe this to be a useful supplemental measure alongside Diluted FFO as it excludes gains and losses from certain investing and financing activities and certain other items that we believe are not closely correlated to (or associated with) our operating performance. We believe that net income is the most directly comparable GAAP measure to this non-GAAP measure.

Diluted FFO per share

Diluted FFO per share is (1) Diluted FFO divided by (2) the sum of the (a) weighted average common shares outstanding during a period, (b) weighted average common units outstanding during a period and (c) weighted average number of potential additional common shares that would have been outstanding during a period if other securities that are convertible or exchangeable into common shares were converted or exchanged.  The computation of Diluted FFO per share assumes the conversion of common units but does not assume the conversion of other securities that are convertible into common shares if the conversion of those securities would increase Diluted FFO per share in a given period.  We believe that Diluted FFO per share is useful to investors because it provides investors with a further context for evaluating our FFO results in the same manner that investors use earnings per share (“EPS”) in evaluating net income available to common shareholders.  We believe that diluted EPS is the most directly comparable GAAP measure to this non-GAAP measure.

Diluted FFO per share, as adjusted for comparability

Defined as (1) Diluted FFO available to common share and common unit holders, as adjusted for comparability divided by (2) the sum of the (a) weighted average common shares outstanding during a period, (b) weighted average common units outstanding during a period and (c) weighted average number of potential additional common shares that would have been outstanding during a period if other securities that are convertible or exchangeable into common shares were converted or exchanged.  The computation of this measure assumes the conversion of common units but does not assume the conversion of other securities that are convertible into common shares if the conversion of those securities would increase the per share measure in a given period.  We believe this to be a useful supplemental measure alongside Diluted FFO per share as it excludes gains and losses from investing and financing activities and certain other items that we believe are not closely correlated to (or associated with) our operating performance. We

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Corporate Office Properties Trust

Definitions

believe that diluted EPS is the most directly comparable GAAP measure to this non-GAAP measure.

Earnings before interest, income taxes, depreciation and amortization for real estate (“EBITDAre”)

Defined as net income adjusted for the effects of interest expense, depreciation and amortization, gains on sales and impairment losses of real estate and investments in unconsolidated real estate JVs, and income taxes. EBITDAre also includes adjustments to net income for the effects of the items noted above pertaining to unconsolidated real estate JVs that were allocable to our ownership interest in the JVs. While EBITDA (earnings before interest, taxes, depreciation and amortization) is a universally-defined supplemental measure, EBITDAre incorporates additional adjustments for gains and losses from investing activities related to our investments in operating properties. We believe that EBITDAre is a useful supplemental measure for assessing our un-levered performance. We believe that net income is the most directly comparable GAAP measure to this non-GAAP measure.

Funds from operations (“FFO” or “FFO per Nareit”)

Defined as net income computed using GAAP, excluding gains on sales and impairment losses of real estate and investments in unconsolidated real estate JVs (net of associated income tax) and real estate-related depreciation and amortization. FFO also includes adjustments to net income for the effects of the items noted above pertaining to unconsolidated real estate JVs that were allocable to our ownership interest in the JVs. We believe that we use the National Association of Real Estate Investment Trust’s (“Nareit”) definition of FFO, although others may interpret the definition differently and, accordingly, our presentation of FFO may differ from those of other REITs.  We believe that FFO is useful to management and investors as a supplemental measure of operating performance because, by excluding gains on sales and impairment losses of real estate (net of associated income tax) and real estate-related depreciation and amortization, FFO can help one compare our operating performance between periods.  We believe that net income is the most directly comparable GAAP measure to this non-GAAP measure.

Gross debt

Defined as debt reported on our consolidated balance sheet adjusted to exclude net discounts and premiums and deferred financing costs, as further adjusted to include outstanding debt of unconsolidated real estate JVs that were allocable to our ownership interest in the JVs. We believe that this measure is useful to investors as it represents our total outstanding debt, including our share of unconsolidated joint venture debt. We believe that debt reported on our consolidated balance sheet is the most directly comparable GAAP measure to this non-GAAP measure.

In-place adjusted EBITDA

Defined as Adjusted EBITDA, as further adjusted for: (1) certain events occurring in a three month period to reflect Adjusted EBITDA as if the events occurred at the beginning of such period, including: (a) properties acquired, placed in service or expanded upon

subsequent to the commencement of a period made in order to reflect a full period of ownership/operations; (b) properties removed from service or in which we disposed of interests; (c) significant mid-period occupancy changes associated with properties recently placed in service as if such occupancy changes occurred at the beginning of such period; and (2) for periods prior to 10/1/22, certain adjustments to deferred rental revenue associated with changes in our assessment of collectability and other adjustments included in the period that we believe are not closely correlated with our operating performance. The measure also includes adjustments for the effects of the items noted above pertaining to unconsolidated real estate JVs that were allocable to our ownership interest in the JVs. We believe that the pro forma adjustments described above are consistent with the requirements for preparation of amounts presented on a pro forma basis in accordance with Article 11 of Regulation S-X. We believe that in-place adjusted EBITDA is a useful supplemental measure of performance for assessing our un-levered performance and ability to repay outstanding debt from operations, as further adjusted for changes in operating properties subsequent to the commencement of a quarter and for the other items noted above that we believe are not closely correlated with our operating performance and are not relevant to an investor’s evaluation of our ability to repay debt.  We believe that net income is the most directly comparable GAAP measure to this non-GAAP measure.

Net debt

Defined as Gross debt (total outstanding debt reported per our balance sheet as adjusted to exclude net discounts and premiums and deferred financing costs), as adjusted to subtract cash and cash equivalents as of the end of the period. The measure also includes adjustments to Gross debt for the effects of the items noted above pertaining to unconsolidated real estate JVs that were allocable to our ownership interest in the JVs. We use net debt for purposes of calculating our net debt to adjusted book, which we believe is a useful supplemental measure for investors to use in further understanding the relationship of our outstanding debt to our assets available to service such debt. We believe that debt reported on our consolidated balance sheet is the most directly comparable GAAP measure to this non-GAAP measure.

Net debt adjusted for fully-leased development

Defined as Net debt less costs incurred on properties under development that were 100% leased. We believe that this supplemental measure is useful in providing investors the impact to our debt of fully leased properties under development that are not yet contributing to our adjusted EBITDA. We believe that debt reported on our consolidated balance sheet is the most directly comparable GAAP measure to this non-GAAP measure.

Net debt to Adjusted book

Defined as Net debt divided by Adjusted book (defined above).

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Corporate Office Properties Trust

Definitions

Net debt to in-place adjusted EBITDA ratio and Net debt adjusted for fully-leased development to in-place adjusted EBITDA ratio

Defined as Net debt or Net debt adjusted for fully-leased development divided by in-place adjusted EBITDA (defined above) for the three month period that is annualized by multiplying by four.

Net operating income from real estate operations (“NOI”)

NOI, which is our segment performance measure, includes: consolidated real estate revenues from continuing and discontinued operations; consolidated property operating expenses from continuing and discontinued operations; and the net of revenues and property operating expenses of real estate operations owned through unconsolidated real estate JVs that are allocable to COPT’s ownership interest in the JVs. We believe that NOI is an important supplemental measure of operating performance for a REIT’s operating real estate because it provides a measure of the core real estate operations that is unaffected by depreciation, amortization, financing and general, administrative and leasing expenses; we believe this measure is particularly useful in evaluating the performance of reportable segments, Same Properties groupings and individual properties.  We believe that net income is the most directly comparable GAAP measure to this non-GAAP measure.

NOI fixed charge coverage ratio and Adjusted EBITDA fixed charge coverage ratio

These measures divide either NOI from real estate operations or Adjusted EBITDA by the sum of (1) interest expense (excluding amortization of deferred financing costs and amortization of debt discounts and premiums, net of amounts capitalized, and gains or losses on interest rate derivatives), (2) scheduled principal amortization on mortgage loans, (3) capitalized interest, (4) dividends on preferred shares and (5) distributions on preferred units in the Operating Partnership not owned by us.

NOI interest coverage ratio and Adjusted EBITDA interest coverage ratio

These measures divide either NOI from real estate operations or Adjusted EBITDA by interest expense (excluding amortization of deferred financing costs and amortization of debt discounts and premiums, net of amounts capitalized, gains on losses on interest rate derivatives and interest expense on debt in default to be extinguished via conveyance of properties).

Payout ratios based on: Diluted FFO; Diluted FFO, as adjusted for comparability; and Diluted AFFO

These payout ratios are defined as (1) the sum of dividends on unrestricted common shares and distributions to holders of interests in the Operating Partnership (excluding unvested share-based compensation awards) and dividends on convertible preferred shares when such distributions and dividends are included in Diluted FFO divided by (2) the respective non-GAAP measures on which the payout ratios are based.

Pro forma net debt, pro forma net debt adjusted for fully-leased development, pro forma in-place adjusted EBITDA and associated ratios

These measures and the ratios in which they are used adjust for the effect of noted dispositions of interests in properties that occurred subsequent to the end of reporting periods and before our release of financial results for such periods. The adjustments remove Adjusted EBITDA from real estate operations associated with the disposed interests in properties and adjust our net debt measures for resulting proceeds available for debt pay downs to reflect these measures and ratios as if such events occurring subsequent to a three month reporting period occurred at the beginning of such reporting period. We believe that these adjustments are consistent with the requirements for preparation of amounts presented on a pro forma basis in accordance with Article 11 of Regulation S-X. We believe that these further adjusted versions of these measures/ratios are useful in presenting the effect of the dispositions on our un-levered performance and ability to repay outstanding debt from operations.  We believe that debt reported on our consolidated balance sheet is the most directly comparable GAAP measure to pro forma net debt and pro forma net debt adjusted for fully-leased development and that net income is the most directly comparable GAAP measure to pro forma in-place adjusted EBITDA.

Replacement capital expenditures

Replacement capital expenditures are defined as tenant improvements and incentives, building improvements and leasing costs incurred during the period for operating properties that are not (1) items contemplated prior to the acquisition of a property, (2) improvements associated with the expansion of a building or its improvements, (3) renovations to a building which change the underlying classification of the building (for example, from industrial to office or Class C office to Class B office), (4) capital improvements that represent the addition of something new to the property rather than the replacement of something (for example, the addition of a new heating and air conditioning unit that is not replacing one that was previously there) or (5) replacements of significant components of a building after the building has reached the end of its original useful life. Replacement capital expenditures excludes expenditures of operating properties included in disposition plans during the period that were already sold or are held for future disposition. For cash tenant incentives not due to the tenant for a period exceeding three months past the date on which such incentives were incurred, we recognize such incentives as replacement capital expenditures in the periods such incentives are due to the tenant. Replacement capital expenditures, which is included in the computation of Diluted AFFO, is intended to represent non-transformative capital expenditures of existing properties held for long-term investment. We believe that the excluded expenditures are more closely associated with our investing activities than the performance of our operating portfolio.

Same Properties NOI from real estate operations and Same Properties cash NOI

from real estate operations Defined as NOI, or Cash NOI, from real estate operations of Same Properties.  We believe that these are important supplemental measures of operating performance of Same Properties for the same reasons discussed above for NOI from real estate operations and Cash NOI from real estate operations.

42

Corporate Office Properties Trust

Definitions

Other Definitions

Acquisition Costs — Transaction costs expensed in connection with executed or anticipated acquisitions of operating properties.

Annualized Rental Revenue (“ARR”) — The monthly contractual base rent as of the reporting date (ignoring free rent then in effect and rent associated with tenant funded landlord assets) multiplied by 12, plus the estimated annualized expense reimbursements under existing leases for occupied space. With regard to properties owned through unconsolidated real estate JVs, we include the portion of Annualized Rental Revenue allocable to COPT’s ownership interest. We consider ARR to be a useful measure for analyzing revenue sources because, since it is point-in-time based, it does not contain increases and decreases in revenue associated with periods in which lease terms were not in effect; historical revenue under GAAP does contain such fluctuations. We find the measure particularly useful for leasing, tenant, segment and industry analysis.

Average Escalations — Leasing statistic used to report average increase in rental rates over lease terms for leases with a term of greater than one-year.

Straight-line Rent — Includes annual minimum base rents, net of abatements and lease incentives and excluding rent associated with tenant funded landlord assets, on a straight-line basis over the term of the lease, and estimated annual expense reimbursements (as of lease commencement for new or renewed leases or as of lease expiration for expiring leases). We believe that straight-line rent is a useful measures for evaluating the rental rates over the related lease terms for our leasing activity, including changes in such rates relative to rates that may have been previously in place.

Cash Rent — Includes monthly contractual base rent (ignoring rent abatements and rent associated with tenant funded landlord assets) multiplied by 12, plus estimated annualized expense reimbursements (as of lease commencement for new or renewed leases or as of lease expiration for expiring leases). We believe that cash rent is a useful measure for evaluating the rental rates at the time rent payments commence for our leasing activity, including changes in such rates relative to rates that may have been previously in place.

Committed cost per square foot — Includes tenant improvement allowance (excluding tenant funded landlord assets), leasing commissions and estimated turn key costs and excludes lease incentives. We believe this is a useful measure for evaluating our costs associated with obtaining new leases.

Core Portfolio — Represents Defense/IT Locations and Regional Office properties.

Debt to net income ratio — Represents debt reported on our consolidated balance sheet divided by net income for the three month period that is annualized by multiplying by four.

Defense/IT Locations — Represents properties in locations that support the United States Government and its contractors, most of whom are engaged in national security, defense and IT related activities servicing what we believe are growing, durable, priority missions.

Development Properties — Properties under, or contractually committed for, development.

Equity Market Capitalization — Defined as the sum of: (1) the product of the closing price of our common shares on the NYSE and the sum of (a) common shares outstanding and (b) common units outstanding; and (2) the liquidation value of preferred shares and preferred units in our operating partnership.

First Generation Space — Newly-developed or redeveloped space that has never been occupied.

Operational Space — The portion of a property in operations (excludes portion under development or redevelopment).

Redevelopment Properties — Properties previously in operations on which activities to substantially renovate such properties were underway or approved.

Regional Office Properties — Includes office properties located in select urban/urban-like submarkets in the Greater Washington, DC/Baltimore region with durable Class-A office fundamentals and characteristics.

Same Properties — Operating properties stably owned and 100% operational since at least 1/1/21.

Second Generation Space — Space leased that has been previously occupied.

Total Market Capitalization — Defined as the sum of: (1) consolidated outstanding debt, excluding discounts, premiums and deferred financing costs; (2) the product of the closing price of our common shares on the NYSE and the sum of (a) common shares outstanding and (b) common units outstanding; and (3) the liquidation value of preferred shares and preferred units in our operating partnership.

Total Portfolio — Operating properties, including ones owned through unconsolidated real estate JVs.

Vacancy leasing activity ratio — Square footage associated with prospective tenants for vacant square feet in service divided by total vacant square feet in service.

Vacant space leased — Includes acquired first generation space, vacated second generation space and leases executed on developed and redeveloped space previously placed in service.

43

	6711 Columbia Gateway Drive, Suite 300
	Columbia, Maryland 21046
	Telephone 443-285-5400
	Facsimile 443-285-7650
	www.copt.com
	NYSE: OFC
	NEWS RELEASE
FOR IMMEDIATE RELEASE	IR Contacts:
	Venkat Kommineni, CFA	Michelle Layne
	443-285-5587	443-285-5452
	venkat.kommineni@copt.com	michelle.layne@copt.com

COPT Reports Full Year 2022 Results

_______________________________________________________________

EPS of $1.53 for Full Year;

FFO per Share, as Adjusted for Comparability, of $2.36

Core Portfolio 93% Occupied and 95% Leased

Placed 1.3 million SF of Developments into Service that were 99% Leased

1.5 million SF of Active Developments 89% Leased

_______________________________________________________________

Outstanding Leasing Achievement

Total Leasing of 3.0 million SF

Highest Annual Vacancy Leasing Achieved in 12 Years at 801,000 SF

Tenant Retention of 72%

_______________________________________________________________

COLUMBIA, MD (BUSINESS WIRE) February 9, 2023 - Corporate Office Properties Trust (“COPT” or the “Company”) (NYSE: OFC) announced results for the fourth quarter and full year ended December 31, 2022.

Management Comments

Stephen E. Budorick, COPT’s President & Chief Executive Officer, commented, “Our Defense/IT investment strategy, which has concentrated our portfolio near priority U.S. defense installations, continues to produce strong results, and has proved resilient in the face of macro-economic headwinds impacting the office sector. The 3% growth in FFO per share, as adjusted for comparability generated in 2022, exceeded our initial guidance by $0.02 per share. We executed 801,000 square feet of vacancy leasing, the highest level in 12 years. We are off to a great start in terms of development leasing, having executed over 460,000 square feet already in 2023, consisting of two data center shell build-to-suits in Northern Virginia, and one build-to-suit building at Redstone Gateway. The outlook for defense spending remains favorable. The FY23 defense base budget that passed in December represents a 7.5% year-over-year increase, and is 15% higher than that of FY21, which drove leasing results in 2022. Given the timing of the appropriation, we expect this increase to fuel demand for space in our portfolio throughout 2024.”

He continued, “From a financing standpoint, we recently closed on two new 90%/10% JVs, which will fund the equity component of our expected development needs in 2023, assuring sufficient capital to fund development on a leverage neutral basis for the foreseeable future. Our balance sheet remains strong, evidenced by our solid debt service coverage ratios, with no large debt maturities until 2026.”

i

Financial Highlights

4th Quarter Financial Results:

•Diluted earnings per share (“EPS”) was $0.45 for the quarter ended December 31, 2022 compared to $0.12 for the quarter ended December 31, 2021.

•Diluted funds from operations per share (“FFOPS”), as calculated in accordance with Nareit’s definition, was $0.60 for the quarter ended December 31, 2022 compared to $0.21 for the quarter ended December 31, 2021.

•FFOPS, as adjusted for comparability, was $0.60 for the quarter ended December 31, 2022 compared to $0.58 for the quarter ended December 31, 2021.

Full Year 2022Financial Results:

•    EPS for the year ended December 31, 2022 was $1.53 as compared to $0.68 for 2021.

•     Per Nareit’s definition, FFOPS for 2022 was $2.35 as compared to $1.40 for 2021.

•     FFOPS, as adjusted for comparability, for 2022 was $2.36 as compared to $2.29 for 2021.

Operating Performance Highlights

Operating Portfolio Summary:

•At December 31, 2022, the Company’s 22.8 million square foot core portfolio was 92.8% occupied and 95.3% leased.

•During the quarter and the year, the Company placed into service 917,000 and 1.3 million square feet, respectively, of developments that were 99% leased at January 31, 2023.

Same-Property Performance:

•At December 31, 2022, the Company’s 20.0 million square foot same-property portfolio was 92.4% occupied and 95.0% leased.

•The Company’s same-property cash NOI decreased 0.5% and 0.9%, year-over-year for the three months and year ended December 31, 2022, respectively, compared to the same periods in 2021.

Leasing:

•Total Square Feet Leased: For the quarter ended December 31, 2022, the Company leased 692,000 square feet, including 519,000 square feet of renewals and 173,000 square feet of vacancy leasing.

•For the year ended December 31, 2022, the Company executed 3.0 million square feet of total leasing, including 1.7 million square feet of renewals, 801,000 square feet of vacancy leasing, and 476,000 square feet in development projects.

•Tenant Retention Rates: During the quarter and year ended December 31, 2022, the Company renewed 72.2% and 72.1%, respectively, of expiring square feet.

•Rent Spreads & Average Escalations on Renewing Leases: For the quarter and year ended December 31, 2022, straight-line rents on renewals increased 3.6% and 3.1%, respectively, and cash rents on renewed space increased 0.1% and decreased 2.0%, respectively. For the same time periods, annual escalations on renewing leases averaged 2.6% and 2.5%, respectively.

•Lease Terms: In the quarter ended December 31, 2022, lease terms averaged 3.5 years on renewing leases and 9.8 years on vacancy leasing. For the year, lease terms averaged 3.6 years on renewing leases, 7.3 years on vacancy leasing, and 13.3 years on development leasing.

ii

Investment Activity Highlights

•Development Pipeline: The Company’s development pipeline consists of 10 properties totaling 1.5 million square feet that were 89% leased at January 31, 2023. These projects represent a total estimated investment of $487.5 million, of which $127.5 million has been spent.

Balance Sheet and Capital Transaction Highlights

•On October 26, 2022, the Company entered into a credit agreement with a group of lenders for an aggregate of $725.0 million of available borrowings including: an unsecured revolving credit facility with a lender commitment of $600.0 million that replaced its existing Revolving Credit Facility; and a $125.0 million unsecured term loan, the proceeds of which were used to pay off the remaining $100.0 million outstanding under an existing unsecured term loan and pay down a portion of its Revolving Credit Facility.

•On December 14, 2022, the Company sold two data center shells to a new, 90%/10% joint venture with entities affiliated with Blackstone, generating approximately $60 million of proceeds.

•On January 10, 2023, the Company sold an additional three data center shells to a new, 90%/10% joint venture with entities affiliated with Blackstone, generating approximately $190 million of proceeds.

•For the quarter ended December 31, 2022, the Company’s adjusted EBITDA fixed charge coverage ratio was 4.7x.

•At December 31, 2022, the Company’s net debt to in-place adjusted EBITDA ratio was 6.3x and its net debt adjusted for fully-leased development to in-place adjusted EBITDA ratio was 6.1x.

•At December 31, 2022, and including the effect of interest rate swaps, the Company’s weighted average effective interest rate on its consolidated debt portfolio was 3.15% with a weighted average maturity of 6.6 years; additionally, 85.1% of the Company’s debt was subject to fixed interest rates.

Associated Supplemental Presentation

Prior to the call, the Company will post a slide presentation to accompany management’s prepared remarks for its fourth quarter and full year 2022 conference call; the presentation can be viewed and downloaded from the ‘Financial Info – Financial Results’ section of COPT’s Investors website: https://investors.copt.com/financial-information/financial-results

2023 Guidance

The Company details its initial full year and first quarter guidance, with supporting assumptions, in a separate press

release issued concurrently with this press release; that release can be found in the ‘News & Events – Press Releases’ section of COPT’s Investors website: https://investors.copt.com/news-events/press-releases

Conference Call Information

Management will discuss fourth quarter and full year 2022 results on its conference call tomorrow at 12:00 p.m. Eastern Time, details of which are listed below:

Conference Call Date: Friday, February 10, 2023

Time: 12:00 p.m. Eastern Time

Participants must register for the conference call at the link below to receive the dial-in number and personal pin. Registering only takes a few moments and provides direct access to the conference call without waiting for an operator. You may register at any time, including up to and after the call start time:

https://register.vevent.com/register/BIc8139cc8ddaa47a4b273039144a05aea

The conference call will also be available via live webcast in the ‘News & Events – IR Calendar’ section of COPT’s Investors website: https://investors.copt.com/news-events/ir-calendar

Replay Information

A replay of the conference call will be immediately available via webcast only on COPT’s Investors website.

iii

Definitions

For definitions of certain terms used in this press release, please refer to the information furnished in the Company’s Supplemental Information Package furnished on a Form 8-K which can be found on its website (www.copt.com). Reconciliations of non-GAAP measures to the most directly comparable GAAP measures are included in the attached tables.

About COPT

COPT is a REIT that owns, manages, leases, develops and selectively acquires office and data center properties. The majority of its portfolio is in locations that support the United States Government and its contractors, most of whom are engaged in national security, defense and information technology (“IT”) related activities servicing what the Company believes are growing, durable, priority missions (“Defense/IT Locations”). The Company also owns a portfolio of office properties located in select urban submarkets in the Greater Washington, DC/Baltimore region with durable Class-A office fundamentals and characteristics (“Regional Office Properties”). As of December 31, 2022, the Company derived 91% of its core portfolio annualized rental revenue from Defense/IT Locations and 9% from its Regional Office Properties. As of the same date and including 21 properties owned through unconsolidated joint ventures, COPT’s core portfolio of 192 properties encompassed 22.8 million square feet and was 95.3% leased.

Forward-Looking Information

This press release may contain “forward-looking” statements, as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that are based on the Company’s current expectations, estimates and projections about future events and financial trends affecting the Company. Forward-looking statements can be identified by the use of words such as “may,” “will,” “should,” “could,” “believe,” “anticipate,” “expect,” “estimate,” “plan” or other comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate. Although the Company believes that the expectations, estimates and projections reflected in such forward-looking statements are based on reasonable assumptions at the time made, the Company can give no assurance that these expectations, estimates and projections will be achieved. Future events and actual results may differ materially from those discussed in the forward-looking statements and the Company undertakes no obligation to update or supplement any forward-looking statements.

The areas of risk that may affect these expectations, estimates and projections include, but are not limited to, those risks described in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

iv

Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(dollars and shares in thousands, except per share data)

	For the Three Months Ended December 31,				For the Years Ended December 31,
	2022		2021		2022		2021
Revenues
Lease revenue	$	150,022	$	141,892	$	580,169	$	553,668
Other property revenue	1,163		756		4,229		2,902
Construction contract and other service revenues	24,062		43,284		154,632		107,876
Total revenues	175,247		185,932		739,030		664,446
Operating expenses
Property operating expenses	58,470		56,459		227,430		213,377
Depreciation and amortization associated with real estate operations	36,907		34,504		141,230		137,543
Construction contract and other service expenses	23,454		42,089		149,963		104,053
General and administrative expenses	7,766		6,589		27,461		27,213
Leasing expenses	2,235		2,568		8,337		8,914
Business development expenses and land carry costs	1,157		1,088		3,193		4,647
Total operating expenses	129,989		143,297		557,614		495,747
Interest expense	(16,819)		(16,217)		(61,174)		(65,398)
Interest and other income	3,340		1,968		9,341		7,879
Credit loss recoveries (expense)	1,331		88		(271)		1,128
Gain on sales of real estate	19,238		25,879		19,250		65,590
Loss on early extinguishment of debt	(267)		(41,073)		(609)		(100,626)
Income from continuing operations before equity in income of unconsolidated entities and income taxes	52,081		13,280		147,953		77,272
Equity in income of unconsolidated entities	229		314		1,743		1,093
Income tax expense	(223)		(42)		(447)		(145)
Income from continuing operations	52,087		13,552		149,249		78,220
Discontinued operations	—		1,413		29,573		3,358
Net Income	52,087		14,965		178,822		81,578
Net income attributable to noncontrolling interests:
Common units in the Operating Partnership (“OP”)	(775)		(181)		(2,603)		(1,012)
Other consolidated entities	(833)		(1,076)		(3,190)		(4,025)
Net income attributable to COPT common shareholders	$	50,479	$	13,708	$	173,029	$	76,541
Earnings per share (“EPS”) computation:
Numerator for diluted EPS:
Net income attributable to COPT common shareholders	$	50,479	$	13,708	$	173,029	$	76,541
Amount allocable to share-based compensation awards	(129)		(116)		(463)		(417)
Redeemable noncontrolling interests	(60)		(46)		(169)		(128)
Numerator for diluted EPS	$	50,290	$	13,546	$	172,397	$	75,996
Denominator:
Weighted average common shares - basic	112,096		111,990		112,073		111,960
Dilutive effect of share-based compensation awards	435		386		431		330
Dilutive effect of redeemable noncontrolling interests	102		124		116		128
Weighted average common shares - diluted	112,633		112,500		112,620		112,418
Diluted EPS	$	0.45	$	0.12	$	1.53	$	0.68

v

Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(in thousands, except per share data)

	For the Three Months Ended December 31,				For the Years Ended December 31,
	2022		2021		2022		2021
Net income	$	52,087	$	14,965	$	178,822	$	81,578
Real estate-related depreciation and amortization	36,907		36,346		141,230		147,833
Gain on sales of real estate from continuing and discontinued operations	(19,238)		(25,879)		(47,814)		(65,590)
Depreciation and amortization on unconsolidated real estate JVs	526		526		2,101		1,981
Funds from operations (“FFO”)	70,282		25,958		274,339		165,802
FFO allocable to other noncontrolling interests	(1,227)		(1,458)		(4,795)		(5,483)
Basic FFO allocable to share-based compensation awards	(360)		(149)		(1,433)		(777)
Basic FFO available to common share and common unit holders (“Basic FFO”)	68,695		24,351		268,111		159,542
Redeemable noncontrolling interests	(27)		(13)		(34)		(11)
Diluted FFO adjustments allocable to share-based compensation awards	28		6		109		32
Diluted FFO available to common share and common unit holders (“Diluted FFO”)	68,696		24,344		268,186		159,563
Loss on early extinguishment of debt	267		41,073		609		100,626
Gain on early extinguishment of debt on unconsolidated real estate JVs	(168)		—		(168)		—
Loss on interest rate derivatives included in interest expense	—		221		—		221
Demolition costs on redevelopment and nonrecurring improvements	—		(8)		—		423
Executive transition costs	—		—		343		—
Diluted FFO comparability adjustments allocable to share-based compensation awards	(1)		(172)		(5)		(507)
Diluted FFO available to common share and common unit holders, as adjusted for comparability	68,794		65,458		268,965		260,326
Straight line rent adjustments and lease incentive amortization	(3,043)		(3,835)		(8,825)		(10,286)
Amortization of intangibles and other assets included in net operating income (“NOI”)	15		40		(258)		162
Share-based compensation, net of amounts capitalized	2,247		2,018		8,700		7,979
Amortization of deferred financing costs	619		640		2,297		2,980
Amortization of net debt discounts, net of amounts capitalized	615		615		2,440		2,244
Replacement capital expenditures	(43,283)		(32,317)		(95,886)		(70,973)
Other	158		204		980		824
Diluted adjusted funds from operations available to common share and common unit holders (“Diluted AFFO”)	$	26,122	$	32,823	$	178,413	$	193,256
Diluted FFO per share	$	0.60	$	0.21	$	2.35	$	1.40
Diluted FFO per share, as adjusted for comparability	$	0.60	$	0.58	$	2.36	$	2.29
Dividends/distributions per common share/unit	$	0.275	$	0.275	$	1.10	$	1.10

vi

Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(Dollars and shares in thousands, except per share data)

	December 31, 2022			December 31, 2021
Balance Sheet Data
Properties, net of accumulated depreciation	$	3,556,398		$	3,532,944
Total assets	$	4,257,275		$	4,262,452
Debt per balance sheet	$	2,231,794		$	2,272,304
Total liabilities	$	2,509,527		$	2,578,479
Redeemable noncontrolling interests	$	26,293		$	26,898
Total equity	$	1,721,455		$	1,657,075
Debt to assets	52.4		%	53.3		%
Net debt to adjusted book	39.8		%	40.5		%
Core Portfolio Data (as of period end)
Number of operating properties	192			184
Total operational square feet (in thousands)	22,849			21,553
% Occupied	92.8		%	92.6		%
% Leased	95.3		%	94.4		%

	For the Three Months Ended December 31,				For the Years Ended December 31,
	2022		2021		2022		2021
GAAP
Payout ratio:
Net income	60.3	%	209.1	%	70.2	%	153.4	%
Debt ratios:
Net income to interest expense ratio	3.1	x	0.9	x	2.9	x	1.2	x
Debt to net income ratio	10.7	x	38.0	x	N/A		N/A
Non-GAAP
Payout ratios:
Diluted FFO	45.5	%	128.0	%	46.6	%	78.1	%
Diluted FFO, as adjusted for comparability	45.4	%	47.6	%	46.5	%	47.9	%
Diluted AFFO	119.7	%	95.0	%	70.1	%	64.5	%
Debt ratios:
Adjusted EBITDA fixed charge coverage ratio	4.7	x	4.9	x	5.1	x	4.7	x
Net debt to in-place adjusted EBITDA ratio	6.3	x	6.7	x	N/A		N/A
Pro forma net debt to in-place adjusted EBITDA ratio (1)	6.0	x	6.3	x	N/A		N/A
Net debt adj. for fully-leased development to in-place adj. EBITDA ratio	6.1	x	6.2	x	N/A		N/A
Pro forma net debt adj. for fully-leased development to in-place adj. EDITDA ratio (1)	5.7	x	5.8	x	N/A		N/A
Reconciliation of denominators for per share measures
Denominator for diluted EPS	112,633		112,500		112,620		112,418
Weighted average common units	1,476		1,259		1,454		1,257
Denominator for diluted FFO per share and as adjusted for comparability	114,109		113,759		114,074		113,675

(1)Includes adjustments associated with the following transactions: 12/31/22 includes the sale on 1/10/23 of a 90% interest in three data center shell properties; and 12/31/21 includes the sale on 1/25/22 of its wholesale data center.

vii

Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(in thousands)

	For the Three Months Ended December 31,				For the Years Ended December 31,
	2022		2021		2022		2021
Numerators for Payout Ratios
GAAP:
Common share dividends - unrestricted shares and deferred shares	$	30,844	$	30,814	$	123,367	$	123,243
Common share dividends - restricted shares and deferred shares	70		80		307		324
Common unit distributions - unrestricted units	406		346		1,623		1,387
Common unit distributions - restricted units	64		53		260		208
Total dividends and distributions for GAAP payout ratio	$	31,384	$	31,293	$	125,557	$	125,162
Non-GAAP:
Common share dividends - unrestricted shares and deferred shares	$	30,844	$	30,814	$	123,367	$	123,243
Common unit distributions - unrestricted units	406		346		1,623		1,387
Common unit distributions - dilutive restricted units	13		7		51		25
Dividends and distributions for non-GAAP payout ratios	$	31,263	$	31,167	$	125,041	$	124,655
Reconciliation of net income to earnings before interest, income taxes, depreciation and amortization for real estate (“EBITDAre”), adjusted EBITDA, in-place adjusted EBITDA and pro forma in-place adjusted EBITDA
Net income	$	52,087	$	14,965	$	178,822	$	81,578
Interest expense	16,819		16,217		61,174		65,398
Income tax expense	223		42		447		145
Real estate-related depreciation and amortization from continuing and discontinued operations	36,907		36,346		141,230		147,833
Other depreciation and amortization	602		622		2,363		2,811
Gain on sales of real estate from continuing and discontinued operations	(19,238)		(25,879)		(47,814)		(65,590)
Adjustments from unconsolidated real estate JVs	1,033		763		3,313		2,930
EBITDAre	88,433		43,076		339,535		235,105
Loss on early extinguishment of debt	267		41,073		609		100,626
Gain on early extinguishment of debt on unconsolidated real estate JVs	(168)		—		(168)		—
Net gain on other investments	(595)		—		(1,159)		(63)
Credit loss (recoveries) expense	(1,331)		(88)		271		(1,128)
Business development expenses	794		628		1,891		2,233
Demolition costs on redevelopment and nonrecurring improvements	—		(8)		—		423
Executive transition costs	387		—		730		—
Adjusted EBITDA	87,787		84,681		$	341,709	$	337,196
Pro forma NOI adjustment for property changes within period	2,704		—
Other	—		1,578
In-place adjusted EBITDA	90,491		86,259
Pro forma NOI adjustment from subsequent event transactions	(2,903)		(3,074)
Pro forma in-place adjusted EBITDA	$	87,588	$	83,185
Reconciliations of tenant improvements and incentives, building improvements and leasing costs for operating properties to replacement capital expenditures
Tenant improvements and incentives	$	33,439	$	19,724	$	62,952	$	43,820
Building improvements	8,468		17,778		29,528		35,970
Leasing costs	4,389		5,863		11,480		12,736
Net (exclusions from) additions to tenant improvements and incentives	(75)		(5,093)		2,150		(4,704)
Excluded building improvements and leasing costs	(2,938)		(5,955)		(10,224)		(16,849)
Replacement capital expenditures	$	43,283	$	32,317	$	95,886	$	70,973

viii

Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(in thousands)

	For the Three Months Ended December 31,				For the Years Ended December 31,
	2022		2021		2022		2021
Reconciliation of interest expense to the denominator for fixed charge coverage-Adjusted EBITDA
Interest expense	$	16,819	$	16,217	$	61,174	$	65,398
Less: Amortization of deferred financing costs	(619)		(640)		(2,297)		(2,980)
Less: Amortization of net debt discounts, net of amounts capitalized	(615)		(615)		(2,440)		(2,244)
Less: Loss on interest rate derivatives included in interest expense	—		(221)		—		(221)
COPT’s share of interest expense of unconsolidated real estate JVs, excluding amortizations of deferred financing costs and net debt premium and loss on interest rate derivatives	423		237		1,123		943
Scheduled principal amortization	864		950		3,333		3,860
Capitalized interest	1,835		1,192		6,709		6,467
Denominator for fixed charge coverage-Adjusted EBITDA	$	18,707	$	17,120	$	67,602	$	71,223
Reconciliation of net income to NOI from real estate operations, same properties NOI from real estate operations and same properties cash NOI from real estate operations
Net income	$	52,087	$	14,965	$	178,822	$	81,578
Construction contract and other service revenues	(24,062)		(43,284)		(154,632)		(107,876)
Depreciation and other amortization associated with real estate operations	36,907		34,504		141,230		137,543
Construction contract and other service expenses	23,454		42,089		149,963		104,053
General and administrative expenses	7,766		6,589		27,461		27,213
Leasing expenses	2,235		2,568		8,337		8,914
Business development expenses and land carry costs	1,157		1,088		3,193		4,647
Interest expense	16,819		16,217		61,174		65,398
Interest and other income	(3,340)		(1,968)		(9,341)		(7,879)
Credit loss (recoveries) expense	(1,331)		(88)		271		(1,128)
Gain on sales of real estate from continuing operations	(19,238)		(25,879)		(19,250)		(65,590)
Loss on early extinguishment of debt	267		41,073		609		100,626
Equity in income of unconsolidated entities	(229)		(314)		(1,743)		(1,093)
Unconsolidated real estate JVs NOI allocable to COPT included in equity in income of unconsolidated entities	1,095		1,079		4,327		4,029
Income tax expense	223		42		447		145
Discontinued operations	—		(1,413)		(29,573)		(3,358)
Revenues from real estate operations from discontinued operations	—		8,235		1,980		30,490
Property operating expenses from discontinued operations	—		(4,980)		(971)		(16,842)
NOI from real estate operations	93,810		90,523		362,304		360,870
Non-Same Properties NOI from real estate operations	(11,845)		(9,475)		(38,298)		(31,598)
Same Properties NOI from real estate operations	81,965		81,048		324,006		329,272
Straight line rent adjustments and lease incentive amortization	2,556		2,715		8,602		3,854
Amortization of acquired above- and below-market rents	(131)		(100)		(844)		(396)
Lease termination fees, net	(1,026)		893		(2,237)		(2,416)
Tenant funded landlord assets and lease incentives	(895)		(1,649)		(5,596)		(3,469)
Cash NOI adjustments in unconsolidated real estate JVs	(68)		(87)		(301)		(375)
Same Properties Cash NOI from real estate operations	$	82,401	$	82,820	$	323,630	$	326,470

ix

Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(in thousands)

	December 31, 2022		December 31, 2021
Reconciliation of total assets to adjusted book
Total assets	$	4,257,275	$	4,262,452
Accumulated depreciation	1,267,434		1,152,523
Accumulated depreciation included in assets held for sale	6,014		82,385
Accumulated amortization of intangibles on property acquisitions and deferred leasing costs	222,779		215,925
Accumulated amortization of intangibles on property acquisitions and deferred leasing costs included in assets held for sale	—		4,547
COPT’s share of liabilities of unconsolidated real estate JVs	52,404		27,312
COPT’s share of accumulated depreciation and amortization of unconsolidated real estate JVs	6,078		3,744
Less: Property - operating lease liabilities	(28,759)		(29,342)
Less: Cash and cash equivalents	(12,337)		(13,262)
Less: COPT’s share of cash of unconsolidated real estate JVs	(456)		(434)
Adjusted book	$	5,770,432	$	5,705,850

	December 31, 2022		December 31, 2021
Reconciliation of debt to net debt, net debt adjusted for fully-leased development and pro forma net debt adjusted for fully-leased development
Debt per balance sheet	$	2,231,794	$	2,272,304
Net discounts and deferred financing costs	23,160		25,982
COPT’s share of unconsolidated JV gross debt	52,100		26,250
Gross debt	$	2,307,054	$	2,324,536
Less: Cash and cash equivalents	(12,337)		(13,262)
Less: COPT’s share of cash of unconsolidated real estate JVs	(456)		(434)
Net debt	$	2,294,261	$	2,310,840
Costs incurred on fully-leased development properties	(95,972)		(162,884)
Net debt adjusted for fully-leased development	$	2,198,289	$	2,147,956
Net debt	$	2,294,261	$	2,310,840
Pro forma debt adjustments from subsequent event transaction proceeds	(189,000)		(216,000)
Pro forma net debt	$	2,105,261	$	2,094,840
Costs incurred on fully-leased development properties	(95,972)		(162,884)
Pro forma net debt adjusted for fully-leased development	$	2,009,289	$	1,931,956

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XML

Cover Page	Feb. 09, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 09, 2023
Entity Registrant Name	CORPORATE OFFICE PROPERTIES TRUST
Entity Incorporation, State or Country Code	MD
Entity File Number	1-14023
Entity Tax Identification Number	23-2947217
Entity Address, Address Line One	6711 Columbia Gateway Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Columbia
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21046
City Area Code	443
Local Phone Number	285-5400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares of beneficial interest, $0.01 par value
Trading Symbol	OFC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000860546
Amendment Flag	false