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): July 27, 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 July 27, 2023, Corporate Office Properties Trust (the “Company”) issued a press release relating to its financial results for the period ended June 30, 2023 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 June 30, 2023.
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:	July 27, 2023

EX-99.1

Exhibit 99.1

Corporate Office Properties Trust

Supplemental Information & Earnings Release - Unaudited

For the Period Ended 6/30/23

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 June 30, 2023, we derived 90% of our core portfolio annualized rental revenue from Defense/IT Locations and 10% from Regional Office Properties. As of June 30, 2023, our core portfolio of 192 properties, including 24 owned through unconsolidated joint ventures, encompassed 22.9 million square feet and was 95.0% leased.

Management	Investor Relations
Stephen E. Budorick, President + CEO	Venkat Kommineni, VP
Anthony Mifsud, EVP + CFO	443.285.5587 // venkat.kommineni@copt.com
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, 2022.

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
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										Six Months Ended
SUMMARY OF RESULTS	Refer.	6/30/23		3/31/23		12/31/22		9/30/22		6/30/22		6/30/23		6/30/22
Net income	7	$	31,642	$	80,398	$	52,087	$	32,316	$	33,595	$	112,040	$	94,419
NOI from real estate operations	13	$	95,024	$	93,903	$	93,810	$	91,096	$	90,210	$	188,927	$	177,398
Same Properties NOI	17	$	86,254	$	84,452	$	84,795	$	84,485	$	83,607	$	170,706	$	165,033
Same Properties cash NOI	18	$	85,037	$	83,194	$	82,808	$	82,228	$	80,407	$	168,231	$	157,194
Adjusted EBITDA	11	$	89,044	$	87,443	$	87,787	$	86,386	$	85,298	$	176,487	$	167,536
FFO per NAREIT	8	$	70,033	$	68,816	$	70,282	$	68,071	$	68,951	$	138,849	$	135,986
Diluted AFFO avail. to common share and unit holders	10	$	46,003	$	38,616	$	26,122	$	53,439	$	50,427	$	84,619	$	98,852
Dividend per common share	N/A	$	0.285	$	0.285	$	0.275	$	0.275	$	0.275	$	0.57	$	0.55
Per share - diluted:
EPS	9	$	0.27	$	0.70	$	0.45	$	0.27	$	0.29	$	0.96	$	0.81
FFO - Nareit	9	$	0.60	$	0.59	$	0.60	$	0.58	$	0.59	$	1.19	$	1.17
FFO - as adjusted for comparability	9	$	0.60	$	0.59	$	0.60	$	0.58	$	0.59	$	1.19	$	1.17
Numerators for diluted per share amounts:
Diluted EPS	7	$	30,138	$	78,467	$	50,290	$	30,806	$	32,205	$	108,602	$	91,301
Diluted FFO available to common share and unit holders	8	$	68,323	$	67,651	$	68,696	$	66,391	$	67,447	$	135,974	$	133,099
Diluted FFO available to common share and unit holders, as adjusted for comparability	8	$	68,569	$	67,651	$	68,794	$	66,595	$	67,584	$	136,220	$	133,576

3

Corporate Office Properties Trust

Selected Financial Summary Data (continued)

(in thousands, except ratios)

	Page	Three Months Ended										Six Months Ended
PAYOUT RATIOS AND CAPITALIZATION	Refer.	6/30/23		3/31/23		12/31/22		9/30/22		6/30/22		6/30/23	6/30/22
GAAP
Payout ratio:
Net income	N/A	103.1%		40.6%		60.3%		97.1%		93.4%		58.3%	66.5%
Capitalization and debt ratios:
Total assets	6	$	4,246,346	$	4,177,992	$	4,257,275	$	4,269,329	$	4,185,193
Total equity	6	$	1,776,695	$	1,768,814	$	1,721,455	$	1,700,666	$	1,695,951
Debt per balance sheet	6	$	2,176,174	$	2,123,012	$	2,231,794	$	2,269,834	$	2,177,811
Debt to assets	32	51.2%		50.8%		52.4%		53.2%		52.0%		N/A	N/A
Net income to interest expense ratio	32	1.9x		4.9x		3.1x		2.1x		2.3x		3.4x	3.2x
Debt to net income ratio	32	17.2x		6.6x		10.7x		17.6x		16.2x		N/A	N/A
Non-GAAP
Payout ratios:
Diluted FFO	N/A	47.5%		47.9%		45.5%		47.1%		46.3%		47.7%	47.0%
Diluted FFO - as adjusted for comparability	N/A	47.3%		47.9%		45.4%		46.9%		46.3%		47.6%	46.8%
Diluted AFFO	N/A	70.5%		83.9%		119.7%		58.5%		62.0%		76.6%	63.2%
Capitalization and debt ratios:
Total Market Capitalization	29	$	4,914,516	$	4,856,761	$	5,214,423	$	4,943,129	$	5,189,816
Total Equity Market Capitalization	29	$	2,717,000	$	2,711,499	$	2,959,469	$	2,650,311	$	2,988,148
Net debt	38	$	2,234,633	$	2,181,408	$	2,294,261	$	2,305,878	$	2,206,726
Net debt to adjusted book	32	38.4%		38.1%		39.8%		40.3%		39.4%		N/A	N/A
Adjusted EBITDA fixed charge coverage ratio	32	4.9x		5.0x		4.7x		5.1x		5.3x		5.0x	5.3x
Net debt to in-place adj. EBITDA ratio	32	6.3x		6.2x		6.3x		6.7x		6.4x		N/A	N/A
Pro forma net debt to in-place adjusted EBITDA ratio (1)	N/A	N/A		N/A		6.0x		N/A		N/A		N/A	N/A
Net debt adjusted for fully-leased development to in-place adj. EBITDA ratio	32	5.7x		5.8x		6.1x		5.9x		5.8x		N/A	N/A
Pro forma net debt adj. for fully-leased development to in-place adj. EBITDA ratio (1)	N/A	N/A		N/A		5.7x		N/A		N/A		N/A	N/A

(1)Includes, for the 12/31/22 period, adjustments associated with our sale on 1/10/23 of a 90% interest in three data center shell properties.

4

Corporate Office Properties Trust

Selected Portfolio Data (1)

	6/30/23		3/31/23		12/31/22		9/30/22		6/30/22
# of Properties
Total Portfolio	194		194		194		188		188
Consolidated Portfolio	170		170		173		169		169
Core Portfolio	192		192		192		186		186
Same Properties	180		180		180		180		180
% Occupied
Total Portfolio	93.4	%	92.8	%	92.7	%	92.7	%	91.6	%
Consolidated Portfolio	91.9	%	91.2	%	91.4	%	91.4	%	90.2	%
Core Portfolio	93.6	%	92.9	%	92.8	%	92.8	%	91.8	%
Same Properties	92.8	%	92.1	%	92.0	%	92.2	%	91.1	%
% Leased
Total Portfolio	94.9	%	95.0	%	95.2	%	94.9	%	93.6	%
Consolidated Portfolio	93.7	%	93.9	%	94.3	%	94.0	%	92.5	%
Core Portfolio	95.0	%	95.1	%	95.3	%	95.0	%	93.7	%
Same Properties	94.4	%	94.5	%	94.7	%	94.5	%	93.2	%
Square Feet (in thousands)
Total Portfolio	23,035		23,020		23,006		22,085		22,089
Consolidated Portfolio	18,740		18,725		19,458		18,903		18,907
Core Portfolio	22,878		22,863		22,849		21,928		21,932
Same Properties	20,608		20,608		20,608		20,608		20,608

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

5

Corporate Office Properties Trust

Consolidated Balance Sheets

(in thousands)

	6/30/23		3/31/23		12/31/22		9/30/22		6/30/22
Assets
Properties, net:
Operating properties, net	$	3,272,670	$	3,272,873	$	3,258,899	$	3,169,992	$	3,180,790
Development and redevelopment in progress, including land (1)	206,130		151,910		109,332		320,354		258,222
Land held (1)	193,435		189,292		188,167		201,065		200,739
Total properties, net	3,672,235		3,614,075		3,556,398		3,691,411		3,639,751
Property - operating right-of-use assets	41,652		42,808		37,020		37,541		38,056
Assets held for sale, net	—		—		161,286		—		—
Cash and cash equivalents	14,273		15,199		12,337		12,643		20,735
Investment in unconsolidated real estate joint ventures	41,928		42,279		21,460		38,644		39,017
Accounts receivable, net	47,363		46,149		43,334		39,720		31,554
Deferred rent receivable	136,382		130,153		125,147		124,146		121,015
Lease incentives, net	59,541		49,679		49,757		49,083		50,871
Deferred leasing costs, net	69,218		68,930		69,339		68,122		68,004
Investing receivables, net	86,708		85,499		84,621		102,550		84,885
Prepaid expenses and other assets, net	77,046		83,221		96,576		105,469		91,305
Total assets	$	4,246,346	$	4,177,992	$	4,257,275	$	4,269,329	$	4,185,193
Liabilities and equity
Liabilities:
Debt	$	2,176,174	$	2,123,012	$	2,231,794	$	2,269,834	$	2,177,811
Accounts payable and accrued expenses	135,784		128,509		157,998		156,815		177,180
Rents received in advance and security deposits	32,021		34,653		30,016		29,056		27,745
Dividends and distributions payable	32,636		32,630		31,400		31,407		31,400
Deferred revenue associated with operating leases	9,199		9,022		11,004		9,382		8,416
Property - operating lease liabilities	33,923		34,896		28,759		29,088		29,412
Other liabilities	27,699		21,008		18,556		17,634		10,526
Total liabilities	2,447,436		2,383,730		2,509,527		2,543,216		2,462,490
Redeemable noncontrolling interests	22,215		25,448		26,293		25,447		26,752
Equity:
COPT’s shareholders’ equity:
Common shares	1,125		1,125		1,124		1,124		1,124
Additional paid-in capital	2,486,996		2,484,501		2,486,116		2,484,702		2,481,139
Cumulative distributions in excess of net income	(762,617)		(760,820)		(807,508)		(827,072)		(827,076)
Accumulated other comprehensive income	5,224		1,353		2,071		2,632		1,806
Total COPT’s shareholders’ equity	1,730,728		1,726,159		1,681,803		1,661,386		1,656,993
Noncontrolling interests in subsidiaries:
Common units in the Operating Partnership	29,563		29,268		25,808		25,524		25,505
Other consolidated entities	16,404		13,387		13,844		13,756		13,453
Total noncontrolling interests in subsidiaries	45,967		42,655		39,652		39,280		38,958
Total equity	1,776,695		1,768,814		1,721,455		1,700,666		1,695,951
Total liabilities, redeemable noncontrolling interests and equity	$	4,246,346	$	4,177,992	$	4,257,275	$	4,269,329	$	4,185,193

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

6

Corporate Office Properties Trust

Consolidated Statements of Operations

(in thousands)

	Three Months Ended										Six Months Ended
	6/30/23		3/31/23		12/31/22		9/30/22		6/30/22		6/30/23		6/30/22
Revenues
Lease revenue	$	153,682	$	150,560	$	150,022	$	146,481	$	142,277	$	304,242	$	283,666
Other property revenue	1,271		1,121		1,163		1,206		969		2,392		1,860
Construction contract and other service revenues	14,243		15,820		24,062		34,813		42,557		30,063		95,757
Total revenues	169,196		167,501		175,247		182,500		185,803		336,697		381,283
Operating expenses
Property operating expenses	61,600		59,420		58,470		57,663		54,116		121,020		111,297
Depreciation and amortization associated with real estate operations	37,600		36,995		36,907		35,247		34,812		74,595		69,076
Construction contract and other service expenses	13,555		15,201		23,454		33,555		41,304		28,756		92,954
General and administrative expenses	7,287		7,996		7,766		6,558		6,467		15,283		13,137
Leasing expenses	2,345		1,999		2,235		2,340		1,888		4,344		3,762
Business development expenses and land carry costs	726		495		1,157		552		701		1,221		1,484
Total operating expenses	123,113		122,106		129,989		135,915		139,288		245,219		291,710
Interest expense	(16,519)		(16,442)		(16,819)		(15,123)		(14,808)		(32,961)		(29,232)
Interest and other income, net	2,143		2,256		4,671		597		1,593		4,399		3,802
Gain on sales of real estate	14		49,378		19,238		16		(19)		49,392		(4)
Loss on early extinguishment of debt	—		—		(267)		—		—		—		(342)
Income from continuing operations before equity in income (loss) of unconsolidated entities and income taxes	31,721		80,587		52,081		32,075		33,281		112,308		63,797
Equity in income (loss) of unconsolidated entities	111		(64)		229		308		318		47		1,206
Income tax expense	(190)		(125)		(223)		(67)		(4)		(315)		(157)
Income from continuing operations	31,642		80,398		52,087		32,316		33,595		112,040		64,846
Discontinued operations	—		—		—		—		—		—		29,573
Net income	31,642		80,398		52,087		32,316		33,595		112,040		94,419
Net income attributable to noncontrolling interests:
Common units in the Operating Partnership	(516)		(1,293)		(775)		(476)		(496)		(1,809)		(1,352)
Other consolidated entities	(839)		(326)		(833)		(919)		(789)		(1,165)		(1,438)
Net income attributable to common shareholders	$	30,287	$	78,779	$	50,479	$	30,921	$	32,310	$	109,066	$	91,629
Amount allocable to share-based compensation awards	(98)		(248)		(129)		(75)		(75)		(349)		(259)
Redeemable noncontrolling interests	(51)		(64)		(60)		(40)		(30)		(115)		(69)
Numerator for diluted EPS	$	30,138	$	78,467	$	50,290	$	30,806	$	32,205	$	108,602	$	91,301

7

Corporate Office Properties Trust

Funds from Operations

(in thousands)

	Three Months Ended										Six Months Ended
	6/30/23		3/31/23		12/31/22		9/30/22		6/30/22		6/30/23		6/30/22
Net income	$	31,642	$	80,398	$	52,087	$	32,316	$	33,595	$	112,040	$	94,419
Real estate-related depreciation and amortization	37,600		36,995		36,907		35,247		34,812		74,595		69,076
Gain on sales of real estate (1)	(14)		(49,378)		(19,238)		(16)		19		(49,392)		(28,560)
Depreciation and amortization on unconsolidated real estate JVs (2)	805		801		526		524		525		1,606		1,051
FFO - per Nareit (3)	70,033		68,816		70,282		68,071		68,951		138,849		135,986
FFO allocable to other noncontrolling interests (4)	(1,239)		(708)		(1,227)		(1,348)		(1,178)		(1,947)		(2,220)
Basic FFO allocable to share-based compensation awards	(480)		(466)		(360)		(354)		(357)		(946)		(719)
Basic FFO available to common share and common unit holders (3)	68,314		67,642		68,695		66,369		67,416		135,956		133,047
Redeemable noncontrolling interests	(28)		(30)		(27)		(5)		4		(58)		(2)
Diluted FFO adjustments allocable to share-based compensation awards	37		39		28		27		27		76		54
Diluted FFO available to common share and common unit holders - per Nareit (3)	68,323		67,651		68,696		66,391		67,447		135,974		133,099
Loss on early extinguishment of debt	—		—		267		—		—		—		342
Gain on early extinguishment of debt on unconsolidated real estate JVs (2)	—		—		(168)		—		—		—		—
Executive transition costs	248		—		—		206		137		248		137
Diluted FFO comparability adjustments allocable to share-based compensation awards	(2)		—		(1)		(2)		—		(2)		(2)
Diluted FFO available to common share and common unit holders, as adjusted for comparability (3)	$	68,569	$	67,651	$	68,794	$	66,595	$	67,584	$	136,220	$	133,576

(1)Refer to the section entitled “Supplementary 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 JVs reported on page 33.

8

Corporate Office Properties Trust

Diluted Share and Unit Computations

(in thousands, except per share data)

	Three Months Ended										Six Months Ended
	6/30/23		3/31/23		12/31/22		9/30/22		6/30/22		6/30/23		6/30/22
EPS Denominator:
Weighted average common shares - basic	112,188		112,127		112,096		112,093		112,082		112,157		112,052
Dilutive effect of share-based compensation awards	426		410		435		433		429		418		427
Dilutive effect of redeemable noncontrolling interests	62		91		102		105		126		77		129
Weighted average common shares - diluted	112,676		112,628		112,633		112,631		112,637		112,652		112,608
Diluted EPS	$	0.27	$	0.70	$	0.45	$	0.27	$	0.29	$	0.96	$	0.81
Weighted Average Shares for period ended:
Common shares	112,188		112,127		112,096		112,093		112,082		112,157		112,052
Dilutive effect of share-based compensation awards	426		410		435		433		429		418		427
Common units	1,514		1,489		1,476		1,477		1,476		1,502		1,430
Redeemable noncontrolling interests	62		91		102		105		126		77		129
Denominator for diluted FFO per share and as adjusted for comparability	114,190		114,117		114,109		114,108		114,113		114,154		114,038
Weighted average common units	(1,514)		(1,489)		(1,476)		(1,477)		(1,476)		(1,502)		(1,430)
Denominator for diluted EPS	112,676		112,628		112,633		112,631		112,637		112,652		112,608
Diluted FFO per share - Nareit (1)	$	0.60	$	0.59	$	0.60	$	0.58	$	0.59	$	1.19	$	1.17
Diluted FFO per share - as adjusted for comparability (1)	$	0.60	$	0.59	$	0.60	$	0.58	$	0.59	$	1.19	$	1.17

(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										Six Months Ended
	6/30/23		3/31/23		12/31/22		9/30/22		6/30/22		6/30/23		6/30/22
Diluted FFO available to common share and common unit holders, as adjusted for comparability (1)	$	68,569	$	67,651	$	68,794	$	66,595	$	67,584	$	136,220	$	133,576
Straight line rent adjustments and lease incentive amortization	(3,161)		(3,516)		(3,043)		605		(3,198)		(6,677)		(6,387)
Amortization of intangibles and other assets included in NOI	17		(19)		15		50		49		(2)		(323)
Share-based compensation, net of amounts capitalized	2,213		1,733		2,247		2,188		2,154		3,946		4,265
Amortization of deferred financing costs	628		632		619		540		541		1,260		1,138
Amortization of net debt discounts, net of amounts capitalized	622		618		615		612		608		1,240		1,213
Replacement capital expenditures (1)	(22,664)		(28,210)		(43,283)		(17,528)		(17,717)		(50,874)		(35,075)
Other	(221)		(273)		158		377		406		(494)		445
Diluted AFFO available to common share and common unit holders (“diluted AFFO”) (1)	$	46,003	$	38,616	$	26,122	$	53,439	$	50,427	$	84,619	$	98,852
Replacement capital expenditures (1)
Tenant improvements and incentives	$	32,619	$	19,986	$	33,439	$	8,848	$	10,655	$	52,605	$	20,665
Building improvements	2,766		2,141		8,468		7,477		6,751		4,907		13,583
Leasing costs	3,542		1,750		4,389		3,073		1,748		5,292		4,018
Net (exclusions from) additions to tenant improvements and incentives	(16,007)		4,839		(75)		(57)		474		(11,168)		2,282
Excluded building improvements and leasing costs	(256)		(506)		(2,938)		(1,813)		(1,911)		(762)		(5,473)
Replacement capital expenditures	$	22,664	$	28,210	$	43,283	$	17,528	$	17,717	$	50,874	$	35,075

(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										Six Months Ended
	6/30/23		3/31/23		12/31/22		9/30/22		6/30/22		6/30/23		6/30/22
Net income	$	31,642	$	80,398	$	52,087	$	32,316	$	33,595	$	112,040	$	94,419
Interest expense	16,519		16,442		16,819		15,123		14,808		32,961		29,232
Income tax expense	190		125		223		67		4		315		157
Real estate-related depreciation and amortization	37,600		36,995		36,907		35,247		34,812		74,595		69,076
Other depreciation and amortization	609		602		602		602		552		1,211		1,159
Gain on sales of real estate (1)	(14)		(49,378)		(19,238)		(16)		19		(49,392)		(28,560)
Adjustments from unconsolidated real estate JVs	1,559		1,704		1,033		762		760		3,263		1,518
EBITDAre (2)	88,105		86,888		88,433		84,101		84,550		174,993		167,001
Loss on early extinguishment of debt	—		—		267		—		—		—		342
Gain on early extinguishment of debt on unconsolidated real estate JVs	—		—		(168)		—		—		—		—
Net gain on other investments	—		—		(595)		—		1		—		(564)
Credit loss expense (recoveries)	238		67		(1,331)		1,693		225		305		(91)
Business development expenses	394		241		794		386		385		635		711
Executive transition costs	307		247		387		206		137		554		137
Adjusted EBITDA (2)	89,044		87,443		87,787		86,386		85,298		$	176,487	$	167,536
Pro forma NOI adjustment for property changes within period	56		(318)		2,704		—		127
Change in collectability of deferred rental revenue	28		899		—		13		231
In-place adjusted EBITDA (2)	89,128		88,024		90,491		86,399		85,656
Pro forma NOI adjustment from subsequent event transactions (3)	N/A		N/A		(2,903)		N/A		N/A
Pro forma in-place adjusted EBITDA (2)	$	89,128	$	88,024	$	87,588	$	86,399	$	85,656

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

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

(3)Includes, for the 12/31/22 period, NOI adjustment from our sale on 1/10/23 of a 90% interest in three data center shell properties.

11

Corporate Office Properties Trust

Properties by Segment - 6/30/23

(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	4,106	97.7%	99.3%
Howard County	35	2,863	93.1%	95.3%
Other	23	1,725	93.8%	95.0%
Total Fort Meade/BW Corridor	91	8,694	95.4%	97.1%
Northern Virginia (“NoVA”) Defense/IT	16	2,499	89.9%	92.2%
Lackland AFB (San Antonio, Texas)	8	1,062	100.0%	100.0%
Navy Support	22	1,273	86.9%	87.5%
Redstone Arsenal (Huntsville, Alabama)	21	2,084	92.5%	97.4%
Data Center Shells:
Consolidated Properties	4	988	100.0%	100.0%
Unconsolidated JV Properties (1)	24	4,295	100.0%	100.0%
Total Defense/IT Locations	186	20,895	95.3%	96.8%
Regional Office	6	1,983	74.8%	75.8%
Core Portfolio	192	22,878	93.6%	95.0%
Other	2	157	76.5%	76.5%
Total Portfolio	194	23,035	93.4%	94.9%
Consolidated Portfolio	170	18,740	91.9%	93.7%

(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										Six Months Ended
	6/30/23		3/31/23		12/31/22		9/30/22		6/30/22		6/30/23		6/30/22
Consolidated real estate revenues
Defense/IT Locations:
Fort Meade/BW Corridor	$	72,176	$	69,777	$	69,778	$	69,209	$	67,589	$	141,953	$	134,803
NoVA Defense/IT	19,841		19,829		18,695		18,611		18,103		39,670		36,679
Lackland Air Force Base	17,595		15,605		17,118		15,951		15,129		33,200		29,842
Navy Support	8,118		7,925		8,247		8,253		8,085		16,043		16,254
Redstone Arsenal	12,978		13,414		10,114		9,976		9,308		26,392		18,503
Data Center Shells-Consolidated	6,287		6,692		10,008		9,069		9,140		12,979		16,645
Total Defense/IT Locations	136,995		133,242		133,960		131,069		127,354		270,237		252,726
Regional Office	15,197		16,054		15,374		14,739		14,121		31,251		29,203
Wholesale Data Center	—		—		—		—		—		—		1,980
Other	2,761		2,385		1,851		1,879		1,771		5,146		3,597
Consolidated real estate revenues (1)	$	154,953	$	151,681	$	151,185	$	147,687	$	143,246	$	306,634	$	287,506
NOI from real estate operations (2)
Defense/IT Locations:
Fort Meade/BW Corridor	$	47,988	$	45,257	$	45,784	$	44,759	$	44,090	$	93,245	$	85,520
NoVA Defense/IT	12,158		12,257		11,862		11,835		11,946		24,415		23,653
Lackland Air Force Base	7,644		7,660		7,690		7,670		7,609		15,304		15,250
Navy Support	4,602		4,382		4,712		4,588		4,755		8,984		9,453
Redstone Arsenal	8,228		8,778		6,204		5,652		5,677		17,006		11,137
Data Center Shells:
Consolidated properties	5,544		6,098		8,951		7,953		7,951		11,642		14,446
COPT’s share of unconsolidated real estate JVs	1,671		1,642		1,095		1,072		1,080		3,313		2,160
Total Defense/IT Locations	87,835		86,074		86,298		83,529		83,108		173,909		161,619
Regional Office	6,613		7,203		6,984		6,975		6,493		13,816		13,645
Wholesale Data Center	—		—		(4)		—		50		—		1,005
Other	576		626		532		592		559		1,202		1,129
NOI from real estate operations (1)	$	95,024	$	93,903	$	93,810	$	91,096	$	90,210	$	188,927	$	177,398

(1)Refer to the section entitled “Supplementary 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										Six Months Ended
	6/30/23		3/31/23		12/31/22		9/30/22		6/30/22		6/30/23		6/30/22
Cash NOI from real estate operations (1)
Defense/IT Locations:
Fort Meade/BW Corridor	$	45,727	$	43,662	$	45,106	$	44,723	$	43,613	$	89,389	$	84,884
NoVA Defense/IT	12,642		11,423		10,274		10,197		10,260		24,065		20,410
Lackland Air Force Base	7,919		7,915		7,889		7,757		7,666		15,834		15,377
Navy Support	4,911		5,023		5,257		4,951		4,922		9,934		9,768
Redstone Arsenal	3,707		4,988		5,263		4,631		4,789		8,695		9,382
Data Center Shells:
Consolidated properties	4,918		5,379		6,960		7,020		6,528		10,297		11,996
COPT’s share of unconsolidated real estate JVs	1,385		1,351		1,012		985		988		2,736		1,970
Total Defense/IT Locations	81,209		79,741		81,761		80,264		78,766		160,950		153,787
Regional Office	6,673		6,856		6,259		6,926		6,114		13,529		11,271
Wholesale Data Center	—		—		(4)		—		50		—		1,014
Other	677		727		617		680		638		1,404		1,237
Cash NOI from real estate operations (2)	$	88,559	$	87,324	$	88,633	$	87,870	$	85,568	$	175,883	$	167,309

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

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

14

Corporate Office Properties Trust

NOI from Real Estate Operations and Occupancy by Property Grouping - 6/30/23

(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		Six Months Ended
Core Portfolio:
Same Properties: (4)
Consolidated properties	159	17,269	91.6%	93.5%	$	564,610	91.5	%	$	84,781	$	167,785
Unconsolidated real estate JV	19	3,182	100.0%	100.0%	4,876		0.8	%	1,073		2,149
Total Same Properties in Core Portfolio	178	20,451	92.9%	94.5%	569,486		92.2	%	85,854		169,934
Properties Placed in Service (5)	9	1,314	98.7%	98.7%	37,370		6.1	%	7,997		16,283
Other unconsolidated JV properties (6)	5	1,113	100.0%	100.0%	1,803		0.3	%	597		1,508
Total Core Portfolio	192	22,878	93.6%	95.0%	608,659		98.6	%	94,448		187,725
Other	2	157	76.5%	76.5%	8,699		1.4	%	576		1,202
Total Portfolio	194	23,035	93.4%	94.9%	$	617,358	100.0	%	$	95,024	$	188,927
Consolidated Portfolio	170	18,740	91.9%	93.7%	$	610,680	98.9	%	$	93,353	$	185,614
	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		Six Months Ended
Core Portfolio:
Defense/IT Locations: (7)
Consolidated properties	162	16,600	94.1%	96.0%	$	543,392	89.3	%	$	86,164	$	170,596
Unconsolidated real estate JVs	24	4,295	100.0%	100.0%	6,679		1.1	%	1,671		3,313
Total Defense/IT Locations	186	20,895	95.3%	96.8%	550,071		90.4	%	87,835		173,909
Regional Office	6	1,983	74.8%	75.8%	58,588		9.6	%	6,613		13,816
Total Core Portfolio	192	22,878	93.6%	95.0%	$	608,659	100.0	%	$	94,448	$	187,725

(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 “Supplementary Reconciliations of Non-GAAP Measures” for reconciliation.

(4)Includes properties stably owned and 100% operational since at least 1/1/22.

(5)Newly developed or redeveloped properties placed in service that were not fully operational by 1/1/22.

(6)Includes data center shell properties in which we sold ownership interests and retained 10% interests through unconsolidated real estate JVs in 2023 and 2022. See page 34 for additional disclosure regarding our unconsolidated real estate JVs.

(7)For three data center shell properties in which we sold a 90% interest and retained a 10% interest through an unconsolidated real estate JV on 1/10/23, the associated NOI from real estate operations prior to sale is included in consolidated properties and for periods 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										Six Months Ended
			6/30/23		3/31/23		12/31/22		9/30/22		6/30/22		6/30/23		6/30/22
Core Portfolio:
Defense/IT Locations:
Fort Meade/BW Corridor	90	8,511	94.7	%	92.9	%	92.5	%	91.9	%	90.5	%	93.8	%	90.0	%
NoVA Defense/IT	16	2,499	89.9	%	90.6	%	89.9	%	89.3	%	88.3	%	90.2	%	88.5	%
Lackland Air Force Base	8	1,062	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Navy Support	21	1,244	87.6	%	88.9	%	90.4	%	91.3	%	91.2	%	88.2	%	92.1	%
Redstone Arsenal	16	1,512	87.8	%	87.0	%	87.6	%	87.8	%	87.6	%	87.4	%	89.2	%
Data Center Shells:
Consolidated properties	2	458	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Unconsolidated JV properties	19	3,182	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Total Defense/IT Locations	172	18,468	94.4	%	93.6	%	93.5	%	93.2	%	92.4	%	94.0	%	92.4	%
Regional Office	6	1,983	74.6	%	78.5	%	80.3	%	81.1	%	80.2	%	76.6	%	80.9	%
Core Portfolio Same Properties	178	20,451	92.4	%	92.2	%	92.2	%	92.1	%	91.2	%	92.3	%	91.3	%
Other Same Properties	2	157	78.9	%	80.1	%	75.5	%	75.5	%	70.7	%	79.5	%	68.4	%
Total Same Properties	180	20,608	92.3	%	92.1	%	92.1	%	91.9	%	91.1	%	92.2	%	91.1	%
Same Properties (1) Period End Occupancy Rates by Segment  (square feet in thousands)
	# of Properties	Operational Square Feet
			6/30/23		3/31/23		12/31/22		9/30/22		6/30/22
Core Portfolio:
Defense/IT Locations:
Fort Meade/BW Corridor	90	8,511	95.3	%	93.3	%	92.5	%	92.2	%	90.5	%
NoVA Defense/IT	16	2,499	89.9	%	90.7	%	90.0	%	89.9	%	88.2	%
Lackland Air Force Base	8	1,062	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Navy Support	21	1,244	87.4	%	88.4	%	89.7	%	91.4	%	91.2	%
Redstone Arsenal	16	1,512	90.1	%	86.7	%	88.0	%	88.1	%	87.6	%
Data Center Shells:
Consolidated properties	2	458	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Unconsolidated JV properties	19	3,182	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Total Defense/IT Locations	172	18,468	94.8	%	93.8	%	93.5	%	93.5	%	92.4	%
Regional Office	6	1,983	74.8	%	77.4	%	79.0	%	81.5	%	80.2	%
Core Portfolio Same Properties	178	20,451	92.9	%	92.2	%	92.1	%	92.3	%	91.2	%
Other Same Properties	2	157	76.5	%	80.1	%	75.5	%	75.5	%	75.5	%
Total Same Properties	180	20,608	92.8	%	92.1	%	92.0	%	92.2	%	91.1	%

(1)Includes properties stably owned and 100% operational since at least 1/1/22.

16

Corporate Office Properties Trust

Same Properties Real Estate Revenues and NOI by Segment

(in thousands)

	Three Months Ended										Six Months Ended
	6/30/23		3/31/23		12/31/22		9/30/22		6/30/22		6/30/23		6/30/22
Same Properties real estate revenues
Defense/IT Locations:
Fort Meade/BW Corridor	$	70,510	$	68,112	$	68,673	$	69,183	$	67,586	$	138,622	$	134,800
NoVA Defense/IT	19,840		19,829		18,695		18,611		18,103		39,669		36,679
Lackland Air Force Base	17,596		15,605		17,118		15,951		15,129		33,201		29,842
Navy Support	7,964		7,771		8,092		8,098		7,931		15,735		16,086
Redstone Arsenal	8,972		9,499		9,204		9,310		8,853		18,471		17,910
Data Center Shells-Consolidated	2,538		2,505		2,395		2,379		2,389		5,043		4,786
Total Defense/IT Locations	127,420		123,321		124,177		123,532		119,991		250,741		240,103
Regional Office	15,197		16,054		15,374		14,739		14,121		31,251		29,203
Other	767		736		685		764		645		1,503		1,304
Same Properties real estate revenues	$	143,384	$	140,111	$	140,236	$	139,035	$	134,757	$	283,495	$	270,610
Same Properties NOI from real estate operations (“NOI”)
Defense/IT Locations:
Fort Meade/BW Corridor	$	46,489	$	43,887	$	44,858	$	44,760	$	44,090	$	90,376	$	85,520
NoVA Defense/IT	12,158		12,257		11,862		11,835		11,946		24,415		23,653
Lackland Air Force Base	7,645		7,660		7,690		7,670		7,609		15,305		15,250
Navy Support	4,510		4,293		4,610		4,487		4,640		8,803		9,324
Redstone Arsenal	5,197		5,465		5,307		5,280		5,383		10,662		10,777
Data Center Shells:
Consolidated properties	2,170		2,238		2,088		2,032		2,033		4,408		4,066
COPT’s share of unconsolidated real estate JVs	1,073		1,076		1,076		1,072		1,080		2,149		2,160
Total Defense/IT Locations	79,242		76,876		77,491		77,136		76,781		156,118		150,750
Regional Office	6,613		7,203		6,984		6,975		6,493		13,816		13,645
Other	399		373		320		374		333		772		638
Same Properties NOI (1)	$	86,254	$	84,452	$	84,795	$	84,485	$	83,607	$	170,706	$	165,033

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

17

Corporate Office Properties Trust

Same Properties Cash NOI by Segment

(dollars in thousands)

	Three Months Ended										Six Months Ended
	6/30/23		3/31/23		12/31/22		9/30/22		6/30/22		6/30/23		6/30/22
Same Properties cash NOI from real estate operations (“cash NOI”)
Defense/IT Locations:
Fort Meade/BW Corridor	$	45,894	$	43,949	$	45,285	$	44,723	$	43,613	$	89,843	$	84,884
NoVA Defense/IT	12,642		11,423		10,274		10,197		10,260		24,065		20,410
Lackland Air Force Base	7,919		7,915		7,889		7,757		7,666		15,834		15,377
Navy Support	4,825		4,940		5,163		4,857		4,813		9,765		9,646
Redstone Arsenal	3,706		4,704		4,746		4,582		4,811		8,410		9,439
Data Center Shells:
Consolidated properties	1,954		2,020		1,866		1,810		1,801		3,974		3,594
COPT’s share of unconsolidated real estate JVs	1,005		1,000		994		986		988		2,005		1,970
Total Defense/IT Locations	77,945		75,951		76,217		74,912		73,952		153,896		145,320
Regional Office	6,673		6,856		6,259		6,926		6,114		13,529		11,271
Other Properties	419		387		332		390		341		806		603
Same Properties cash NOI (1)	$	85,037	$	83,194	$	82,808	$	82,228	$	80,407	$	168,231	$	157,194
Percentage change in total Same Properties cash NOI (2)	5.8%										7.0%
Percentage change in Defense/IT Locations Same Properties cash NOI (2)	5.4%										5.9%

(1)Refer to the section entitled “Supplementary 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 6/30/23

(square feet in thousands)

	Defense/IT Locations
	Ft Meade/BW Corridor			NoVA Defense/IT			Navy Support			Total Defense/IT Locations			Regional Office			Other			Total
Renewed Space
Leased Square Feet	590			206			7			803			—			—			803
Expiring Square Feet	607			240			19			866			34			2			901
Vacating Square Feet	17			34			12			63			34			2			99
Retention Rate (% based upon square feet)	97.2		%	85.9		%	35.2		%	92.7		%	—		%	—		%	89.0		%
Statistics for Completed Leasing:
Per Annum Average Committed Cost per Square Foot	$	2.25		$	4.62		$	0.89		$	2.84		$	—		$	—		$	2.84
Weighted Average Lease Term in Years	5.0			5.0			1.8			5.0			—			—			5.0
Straight-line Rent Per Square Foot
Renewal Straight-line Rent	$	39.63		$	35.86		$	29.72		$	38.58		$	—		$	—		$	38.58
Expiring Straight-line Rent	$	36.92		$	33.36		$	26.09		$	35.91		$	—		$	—		$	35.91
Change in Straight-line Rent	7.3		%	7.5		%	13.9		%	7.4		%	—		%	—		%	7.4		%
Cash Rent Per Square Foot
Renewal Cash Rent	$	40.05		$	37.80		$	29.31		$	39.39		$	—		$	—		$	39.39
Expiring Cash Rent	$	39.44		$	37.71		$	28.40		$	38.90		$	—		$	—		$	38.90
Change in Cash Rent	1.6		%	0.2		%	3.2		%	1.3		%	—		%	—		%	1.3		%
Average Escalations Per Year	2.7		%	2.3		%	3.5		%	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	71			5			3			79			8			—			88
Statistics for Completed Leasing:
Per Annum Average Committed Cost per Square Foot	$	6.40		$	11.23		$	9.74		$	6.85		$	14.44		$	—		$	7.57
Weighted Average Lease Term in Years	6.9			5.4			5.4			6.8			8.1			—			6.9
Straight-line Rent Per Square Foot	$	29.25		$	33.15		$	24.32		$	29.33		$	38.37		$	—		$	30.18
Cash Rent Per Square Foot	$	28.68		$	33.51		$	24.50		$	28.85		$	40.00		$	—		$	29.91
Total Square Feet Leased	661			211			10			882			8			—			891
Average Escalations Per Year	2.6		%	2.3		%	3.2		%	2.5		%	2.5		%	—		%	2.5		%
Average Escalations Excl. Data Center Shells																			2.5		%

(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 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)

Six Months Ended 6/30/23

(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	681			223			93			—			—			997			—			—			997
Expiring Square Feet	714			276			124			—			—			1,115			88			2			1,205
Vacating Square Feet	34			54			31			—			—			118			88			2			208
Retention Rate (% based upon square feet)	95.3		%	80.6		%	75.2		%	—		%	—		%	89.4		%	—		%	—		%	82.7		%
Statistics for Completed Leasing:
Per Annum Average Committed Cost per Square Foot	$	2.34		$	4.41		$	2.14		$	—		$	—		$	2.78		$	—		$	—		$	2.78
Weighted Average Lease Term in Years	4.7			4.8			2.4			—			—			4.5			—			—			4.5
Straight-line Rent Per Square Foot
Renewal Straight-line Rent	$	39.02		$	36.14		$	21.62		$	—		$	—		$	36.75		$	—		$	—		$	36.75
Expiring Straight-line Rent	$	36.48		$	33.58		$	20.89		$	—		$	—		$	34.37		$	—		$	—		$	34.37
Change in Straight-line Rent	7.0		%	7.6		%	3.5		%	—		%	—		%	6.9		%	—		%	—		%	6.9		%
Cash Rent Per Square Foot
Renewal Cash Rent	$	39.41		$	37.98		$	22.22		$	—		$	—		$	37.48		$	—		$	—		$	37.48
Expiring Cash Rent	$	38.86		$	37.97		$	22.02		$	—		$	—		$	37.09		$	—		$	—		$	37.09
Change in Cash Rent	1.4		%	—		%	0.9		%	—		%	—		%	1.1		%	—		%	—		%	1.1		%
Average Escalations Per Year	2.7		%	2.3		%	2.2		%	—		%	—		%	2.6		%	—		%	—		%	2.6		%
New Leases
Development and Redevelopment Space
Leased Square Feet	—			—			—			77			418			495			—			—			495
Statistics for Completed Leasing:
Per Annum Average Committed Cost per Square Foot	$	—		$	—		$	—		$	7.77		$	—		$	1.21		$	—		$	—		$	1.21
Weighted Average Lease Term in Years	—			—			—			10.4			15.0			14.3			—			—			14.3
Straight-line Rent Per Square Foot	$	—		$	—		$	—		$	33.39		$	31.69		$	31.96		$	—		$	—		$	31.96
Cash Rent Per Square Foot	$	—		$	—		$	—		$	30.46		$	27.40		$	27.88		$	—		$	—		$	27.88
Vacant Space
Leased Square Feet	111			47			5			1			—			165			18			3			187
Statistics for Completed Leasing:
Per Annum Average Committed Cost per Square Foot	$	7.03		$	10.81		$	11.18		$	6.16		$	—		$	8.22		$	13.66		$	10.98		$	8.81
Weighted Average Lease Term in Years	6.9			9.9			5.5			5.0			—			7.7			5.8			5.0			7.4
Straight-line Rent Per Square Foot	$	29.25		$	33.14		$	31.76		$	28.91		$	—		$	30.43		$	35.12		$	27.93		$	30.85
Cash Rent Per Square Foot	$	28.65		$	33.68		$	32.43		$	27.50		$	—		$	30.19		$	35.91		$	26.30		$	30.68
Total Square Feet Leased	792			270			98			78			418			1,657			18			3			1,679
Average Escalations Per Year	2.6		%	2.4		%	2.3		%	2.8		%	2.3		%	2.4		%	2.6		%	3.0		%	2.4		%
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 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 6/30/23 (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	686	$	26,203	4.3	%	$	38.17
NoVA Defense/IT	78	2,587		0.4	%	33.37
Navy Support	36	945		0.2	%	26.21
Regional Office	30	1,251		0.2	%	41.77
2023	830	30,985		5.1	%	37.33
Ft Meade/BW Corridor	1,286	48,469		8.0	%	37.66
NoVA Defense/IT	256	9,540		1.6	%	37.21
Navy Support	463	11,754		1.9	%	25.38
Redstone Arsenal	122	3,569		0.6	%	29.19
Data Center Shells-Unconsolidated JV Properties	546	710		0.1	%	13.01
Regional Office	189	5,557		0.9	%	29.12
2024	2,862	79,599		13.1	%	33.53
Ft Meade/BW Corridor	1,746	64,831		10.7	%	37.08
NoVA Defense/IT	296	12,351		2.0	%	41.72
Lackland Air Force Base	703	39,372		6.5	%	56.03
Navy Support	152	3,865		0.6	%	25.46
Redstone Arsenal	296	6,864		1.1	%	23.09
Data Center Shells-Unconsolidated JV Properties	121	170		—	%	14.09
Regional Office	82	3,187		0.5	%	38.91
2025	3,396	130,639		21.5	%	39.71
Ft Meade/BW Corridor	805	31,938		5.2	%	39.69
NoVA Defense/IT	66	2,206		0.4	%	33.18
Lackland Air Force Base	250	12,565		2.1	%	50.26
Navy Support	177	5,953		1.0	%	33.69
Redstone Arsenal	29	728		0.1	%	25.36
Data Center Shells-Unconsolidated JV Properties	446	801		0.1	%	17.98
Regional Office	162	5,923		1.0	%	36.64
2026	1,935	60,115		9.9	%	39.22
Ft Meade/BW Corridor	647	24,018		3.9	%	37.11
NoVA Defense/IT	190	6,229		1.0	%	32.73
Navy Support	185	7,340		1.2	%	39.73
Redstone Arsenal	160	4,299		0.7	%	26.81
Data Center Shells-Unconsolidated JV Properties	364	486		0.1	%	13.36
Regional Office	96	4,062		0.7	%	41.89
2027	1,642	46,436		7.6	%	35.28
Thereafter
Consolidated Properties	7,921	256,375		42.2	%	31.68
Unconsolidated JV Properties	2,819	4,510		0.7	%	16.00
Core Portfolio	21,405	$	608,659	100.0	%	$	34.38

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	21,405	$	608,659	98.6	%	$	34.38
Other	120	8,699		1.4	%	24.18
Total Portfolio	21,525	$	617,358	100.0	%	$	34.31
Consolidated Portfolio	17,230	$	610,680
Unconsolidated JV Properties	4,295	$	6,679

Note: As of 6/30/23, the weighted average lease term was 5.3 years for the core portfolio, 5.2 years for the total portfolio and 5.0 years for the 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 6/30/23. 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 6/30/23 (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	391	$	13,495	2.2	%	$	34.42
NoVA Defense/IT	30	1,026		0.2	%	34.30
Navy Support	18	456		0.1	%	25.66
Q3 2023	439	14,977		2.5	%	34.06
Ft Meade/BW Corridor	295	12,708		2.1	%	43.15
NoVA Defense/IT	48	1,561		0.3	%	32.79
Navy Support	18	488		0.1	%	26.75
Regional Office	30	1,251		0.2	%	41.77
Q4 2023	391	16,008		2.7	%	41.02
	830	$	30,985	5.1	%	$	37.33

(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 6/30/23.

(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 6/30/23 (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)	$	222,617	36.1	%	5,286	3.7
Fortune 100 Company		40,063		6.5	%	5,575	7.8
General Dynamics Corporation		33,486		5.4	%	729	3.3
The Boeing Company		14,896		2.4	%	443	3.2
Northrop Grumman Corporation		14,692		2.4	%	519	6.2
CACI International Inc		14,588		2.4	%	354	4.4
Peraton Corp.		12,459		2.0	%	330	5.2
Booz Allen Hamilton, Inc.		11,749		1.9	%	297	2.6
Fortune 100 Company		11,710		1.9	%	183	11.3
Morrison & Foerster, LLP		9,437		1.5	%	102	13.8
CareFirst Inc.		8,836		1.4	%	264	11.2
KBR, Inc.		7,829		1.3	%	310	7.4
Yulista Holding, LLC		6,869		1.1	%	368	6.5
Wells Fargo & Company		6,815		1.1	%	159	4.8
Raytheon Technologies Corporation		6,811		1.1	%	186	3.9
Miles and Stockbridge, PC		6,666		1.1	%	160	3.4
AT&T Corporation		6,561		1.1	%	321	6.3
Mantech International Corp.		6,462		1.0	%	200	2.0
Jacobs Engineering Group Inc.		6,388		1.0	%	185	5.6
The University System of Maryland		5,772		0.9	%	172	5.2
Subtotal Top 20 Tenants		454,706		73.6	%	16,143	5.7
All remaining tenants		162,652		26.4	%	5,382	3.9
Total / Weighted Average		$	617,358	100.0	%	21,525	5.2

(1)For properties owned through unconsolidated real estate JVs, includes COPT’s share of those properties’ ARR of $6.7 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 6/30/23, $5.8 million of our ARR was through the General Services Administration (GSA), representing 2.6% 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 Square Feet	Transaction Date	% Occupied on Transaction Date		Transaction Value (in millions)
90% interest in P2 A, B and C (1)	Data Center Shells	Northern Virginia	3	748	1/10/23	100.0	%	$	190

(1)     We sold a 90% interest in these properties based on an aggregate property value of $211.3 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 6/30/23 (1)

(dollars and square feet in thousands) 

		Total Rentable Square Feet	% Leased as of 6/30/23	as of 6/30/23 (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%	$	74,335	$	51,085	$	—	4Q 23	4Q 23
Redstone Arsenal:
7000 Redstone Gateway (4)	Huntsville, Alabama	46	78%	12,368		9,042		7,656		3Q 22	3Q 23
300 Secured Gateway	Huntsville, Alabama	206	100%	67,245		52,849		—		4Q 22	4Q 23
5300 Redstone Gateway	Huntsville, Alabama	46	100%	20,551		4,177		—		1Q 24	1Q 24
8100 Rideout Road	Huntsville, Alabama	131	20%	39,325		23,663		—		3Q 23	3Q 24
Subtotal / Average		429	73%	139,489		89,731		7,656
Data Center Shells:
PS A	Northern Virginia	227	100%	61,000		44,381		—		3Q 23	3Q 23
PS B	Northern Virginia	193	100%	53,000		22,082		—		4Q 23	4Q 23
Southpoint Phase 2 Bldg A	Northern Virginia	225	100%	82,500		10,136		—		1Q 25	1Q 25
Southpoint Phase 2 Bldg B	Northern Virginia	193	100%	70,500		4,697		—		3Q 25	3Q 25
Subtotal / Average		838	100%	267,000		81,296		—
Total Under Development		1,453	92%	$	480,824	$	222,112	$	7,656

(1)Includes properties under, or contractually committed for, development as of 6/30/23.

(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, 36,000 square feet were operational as of 6/30/23.

26

Corporate Office Properties Trust

Development Placed in Service as of 6/30/23

(square feet in thousands)

		Total Property		Square Feet Placed in Service					Total Space Placed in Service % Leased as of 6/30/23
	Property Segment	% Leased as of 6/30/23	Rentable Square Feet	Prior Year	2023			Total
Property and Location					1st Quarter	2nd Quarter	Total 2023
Expedition VII St. Mary’s County, Maryland	Navy Support	62%	29	18	11	—	11	29	62%
7000 Redstone Gateway   Huntsville, Alabama	Redstone Arsenal	78%	46	21	—	15	15	36	100%
Total Development Placed in Service		72%	75	39	11	15	26	65	83%
% Leased as of 6/30/23					0%	100%	57%

27

Corporate Office Properties Trust

Summary of Land Owned/Controlled as of 6/30/23 (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)	300	3,400
Data Center Shells	10	232
Total Defense/IT Locations	666	8,125
Regional Office	10	900
Total land owned/controlled for future development	676	9,025	$	189,913
Other land owned/controlled	43	638	3,522
Land held, net	719	9,663	$	193,435

(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 JV (see page 33). As this land is developed in the future, the JV 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 6/30/23
Debt
Secured debt	2.1	4.95	%	3.55	%	$	100,955
Unsecured debt	6.4	3.05	%	3.06	%	2,096,561
Total Consolidated Debt	6.2	3.14	%	3.08	%	$	2,197,516
Fixed rate debt (3)	6.6	2.56	%	2.94	%	$	2,101,516
Variable rate debt	4.2	6.42	%	6.25	%	96,000
Total Consolidated Debt						$	2,197,516
Common Equity
Common Shares						112,538
Common Units (4)						1,862
Total Common Shares and Units						114,400
Closing Common Share Price on 6/30/23						$	23.75
Equity Market Capitalization (5)						$	2,717,000
Total Market Capitalization (5)						$	4,914,516

(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 with notional amounts totaling $233.4 million that hedge the risk of changes in interest rates on variable rate debt.

(4)Includes certain unvested share-based compensation awards in the form of profit interest units.

(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
S&P	BBB-	Stable	8/12/22

29

Corporate Office Properties Trust

Summary of Outstanding Debt as of 6/30/23

(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%	$	171,000	Oct-26	(1)(2)	LW Redstone:
						1000, 1200 & 1100 Redstone Gateway (3)	4.47%	(4)	$	28,820	$	27,649	Jun-24
Senior Unsecured Notes
2.25% due 2026	2.25%	400,000		Mar-26		4000 & 4100 Market Street and 8800 Redstone Gateway (2)(3)	SOFR +0.10%+1.55%		22,625		$	22,100	Mar-25	(5)
2.00% due 2029	2.00%	400,000		Jan-29
2.75% due 2031	2.75%	600,000		Apr-31		M Square:
2.90% due 2033	2.90%	400,000		Dec-33		5825 & 5850 University Research Court (3)	3.82%		38,750		$	35,603	Jun-26
Subtotal - Senior Unsecured Notes	2.51%	$	1,800,000
						5801 University Research Court (2)(3)	SOFR +0.10%+1.45%		10,760		$	10,020	Aug-26
Unsecured Bank Term Loans
2026 Maturity	SOFR+ 0.10%+1.30%	$	125,000	Jan-26	(2)(6)	Total Secured Debt	4.95%		$	100,955
Other Unsecured Debt	0.00%	561		May-26
Total Unsecured Debt	3.05%	$	2,096,561
Debt Summary
Total Unsecured Debt	3.05%	$	2,096,561
Total Secured Debt	4.95%	100,955
Consolidated Debt	3.14%	$	2,197,516
Debt per balance sheet		$	2,176,174
Net discounts and deferred financing costs		21,342
Consolidated Debt		2,197,516
COPT’s share of unconsolidated JV gross debt (7)		52,364
Gross debt		$	2,249,880

(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 6/30/23 (continued)

(1)Revolving Credit Facility maturity of $171.0 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 interest rate swaps with notional amounts totaling $233.4 million that hedge the risk of changes in interest rates on variable rate debt.

31

Corporate Office Properties Trust

Debt Analysis

(dollars and square feet in thousands)

		As of and for Three Months Ended 6/30/23					As of and for Three Months Ended 6/30/23
Senior Note Covenants (1)	Required				Line of Credit & Term Loan Covenants (1)(2)	Required
Total Debt / Total Assets	< 60%	38.8%			Total Debt / Total Assets	< 60%	36.6%
Secured Debt / Total Assets	< 40%	1.8%			Secured Debt / Total Assets	< 40%	2.1%
Debt Service Coverage	> 1.5x	5.1x			Adjusted EBITDA / Fixed Charges	> 1.5x	4.7x
Unencumbered Assets / Unsecured Debt	> 150%	258.8%			Unsecured Debt / Unencumbered Assets	< 60%	36.5%
					Unencumbered Adjusted NOI / Unsecured Interest Expense	> 1.75x	5.2x
Debt Ratios (All coverage computations include discontinued operations)	Page Refer.				Unencumbered Portfolio Analysis
GAAP					# of unencumbered properties		166
Debt per balance sheet	6	$	2,176,174		% of total portfolio		86		%
Total assets	6	$	4,246,346		Unencumbered square feet in-service		19,023
Debt to assets		51.2		%	% of total portfolio		83		%
Net income	7	$	31,642		NOI from unencumbered real estate operations		$	91,408
Debt to net income ratio (2)		17.2		x	% of total NOI from real estate operations		96		%
Interest expense	7	$	16,519		Adjusted EBITDA from unencumbered real estate operations		$	85,428
Net income to interest expense ratio		1.9		x	% of total adjusted EBITDA from real estate operations		96		%
					Unencumbered adjusted book		$	5,554,011
Non-GAAP					% of total adjusted book		95		%
Net debt	38	$	2,234,633
Adjusted book	38	$	5,825,895
Net debt to adjusted book		38.4		%
Net debt adj. for fully-leased development	38	$	2,045,226
In-place adjusted EBITDA	11	$	89,128
Net debt to in-place adjusted EBITDA ratio		6.3		x
Net debt adj. for fully-leased devel. to in-place adj. EBITDA ratio		5.7		x
Denominator for debt service coverage	37	$	16,806
Denominator for fixed charge coverage	37	$	18,000
Adjusted EBITDA	11	$	89,044
Adjusted EBITDA debt service coverage ratio		5.3		x
Adjusted EBITDA fixed charge coverage ratio		4.9		x

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

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

32

Corporate Office Properties Trust

Consolidated Real Estate Joint Ventures as of 6/30/23

(dollars and square feet in thousands)

				NOI from Real Estate Operations (1)						Venture Level Debt Outstanding (3)		COPT Nominal Ownership %
Operating Properties	Operational Square Feet	% Occupied	% Leased	Three Months Ended		Six Months Ended		Total Assets (2)
Suburban Maryland:
M Square Associates, LLC (4 properties)	414	92.1%	92.1%	$	2,161	$	2,893	$	95,034	$	49,510	50%
Huntsville, Alabama:
LW Redstone Company, LLC (20 properties)	1,948	93.1%	98.2%	7,828		16,244		480,829		51,445		85%	(4)
Washington, D.C.:
Stevens Place (1 property)	188	60.6%	60.6%	1,276		2,622		167,132		—		95%
Total / Average	2,550	90.5%	94.5%	$	11,265	$	21,759	$	742,995	$	100,955

Non-operating Properties	Estimated Developable Square Feet	Total Assets (2)		Venture Level Debt Outstanding		COPT Nominal Ownership %
Suburban Maryland:
M Square Research Park	348	$	5,899	$	—	50%
Huntsville, Alabama:
Redstone Gateway (5)	3,793	181,088		—		85%	(3)
Total	4,141	$	186,987	$	—

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

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

(3)Excludes debt from us to the JV, 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 $72.5 million in notes receivable due from the City of Huntsville (including accrued interest and excluding allowance for credit losses) in connection with infrastructure costs funded by the JV.

33

Corporate Office Properties Trust

Unconsolidated Real Estate Joint Ventures as of 6/30/23 (1)

(dollars and square feet in thousands) 

Joint venture information
COPT ownership %	10		%
COPT’s investment	$	39,929		(2)
# of Properties	24
Square Feet	4,295
% Occupied	100		%
COPT’s share of ARR	$	6,679
Balance sheet information	Total				COPT’s Share (4)
Operating properties, net	$	969,060			$	96,906
Total assets	$	1,075,369			$	107,537
Debt (3)	$	517,730			$	51,773
Total liabilities	$	607,243			$	60,724
	Three Months Ended						Six Months Ended
Operating information	Total				COPT’s Share (4)		Total		COPT’s Share (4)
Revenue	$	20,025			$	2,002	$	39,090	$	3,909
Operating expenses	(3,314)				(331)		(5,963)		(596)
NOI from real estate operations and EBITDAre (5)	16,711				1,671		33,127		3,313
Interest expense	(7,537)				(754)		(16,571)		(1,657)
Depreciation and amortization	(8,521)				(805)		(16,987)		(1,606)
Net income (loss)	$	653			$	112	$	(431)	$	50
NOI from real estate operations (per above) (5)	$	16,711			$	1,671	$	33,127	$	3,313
Straight line rent adjustments	(770)				(77)		(1,578)		(158)
Amortization of acquired above- and below-market rents	(2,097)				(209)		(4,191)		(419)
Cash NOI from real estate operations (5)	$	13,844			$	1,385	$	27,358	$	2,736

(1)Includes equity method investments in five JVs that own and operate data center shell properties, including one JV formed on 1/10/23 in connection with our sale of a 90% interest in three data center shell properties totaling 748,000 square feet and retention of a 10% interest in the properties through the JV.

(2)Includes $41.9 million reported in “Investment in unconsolidated real estate joint ventures” and $2.0 million for investments with deficit balances reported in “other liabilities” on our consolidated balance sheet.

(3)Maturities on JV debt range from 2027 (assuming exercise of three one-year extension options) to 2030.

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

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

34

Corporate Office Properties Trust

Supplementary Reconciliations of Non-GAAP Measures

(in thousands)

	Three Months Ended										Six Months Ended
	6/30/23		3/31/23		12/31/22		9/30/22		6/30/22		6/30/23		6/30/22
Net income	$	31,642	$	80,398	$	52,087	$	32,316	$	33,595	$	112,040	$	94,419
Construction contract and other service revenues	(14,243)		(15,820)		(24,062)		(34,813)		(42,557)		(30,063)		(95,757)
Depreciation and other amortization associated with real estate operations	37,600		36,995		36,907		35,247		34,812		74,595		69,076
Construction contract and other service expenses	13,555		15,201		23,454		33,555		41,304		28,756		92,954
General and administrative expenses	7,287		7,996		7,766		6,558		6,467		15,283		13,137
Leasing expenses	2,345		1,999		2,235		2,340		1,888		4,344		3,762
Business development expenses and land carry costs	726		495		1,157		552		701		1,221		1,484
Interest expense	16,519		16,442		16,819		15,123		14,808		32,961		29,232
Interest and other income, net	(2,143)		(2,256)		(4,671)		(597)		(1,593)		(4,399)		(3,802)
Gain on sales of real estate from continuing operations	(14)		(49,378)		(19,238)		(16)		19		(49,392)		4
Loss on early extinguishment of debt	—		—		267		—		—		—		342
Equity in (income) loss of unconsolidated entities	(111)		64		(229)		(308)		(318)		(47)		(1,206)
Unconsolidated real estate JVs NOI allocable to COPT included in equity in income of unconsolidated entities (1)	1,671		1,642		1,095		1,072		1,080		3,313		2,160
Income tax expense	190		125		223		67		4		315		157
Discontinued operations	—		—		—		—		—		—		(29,573)
Revenues from real estate operations from discontinued operations	—		—		—		—		—		—		1,980
Property operating expenses from discontinued operations	—		—		—		—		—		—		(971)
NOI from real estate operations	95,024		93,903		93,810		91,096		90,210		188,927		177,398
Straight line rent adjustments and lease incentive amortization	(2,916)		(3,818)		(2,974)		932		(2,859)		(6,734)		(5,780)
Amortization of acquired above- and below-market rents	(129)		(166)		(131)		(97)		(97)		(295)		(616)
Amortization of intangibles and other assets to property operating expenses	146		147		146		147		147		293		293
Lease termination fees, net	(1,059)		(1,221)		(1,026)		(591)		(399)		(2,280)		(620)
Tenant funded landlord assets and lease incentives	(2,221)		(1,230)		(1,109)		(3,530)		(1,342)		(3,451)		(3,176)
Cash NOI adjustments in unconsolidated real estate JVs	(286)		(291)		(83)		(87)		(92)		(577)		(190)
Cash NOI from real estate operations	$	88,559	$	87,324	$	88,633	$	87,870	$	85,568	$	175,883	$	167,309
NOI from real estate operations (from above)	$	95,024	$	93,903	$	93,810	$	91,096	$	90,210	$	188,927	$	177,398
Non-Same Properties NOI from real estate operations	(8,770)		(9,451)		(9,015)		(6,611)		(6,603)		(18,221)		(12,365)
Same Properties NOI from real estate operations	86,254		84,452		84,795		84,485		83,607		170,706		165,033
Straight line rent adjustments and lease incentive amortization	1,232		1,392		319		544		(1,301)		2,624		(3,592)
Amortization of acquired above- and below-market rents	(129)		(166)		(131)		(97)		(97)		(295)		(616)
Lease termination fees, net	(1,059)		(1,221)		(1,026)		(591)		(399)		(2,280)		(620)
Tenant funded landlord assets and lease incentives	(1,191)		(1,188)		(1,068)		(2,026)		(1,311)		(2,379)		(2,821)
Cash NOI adjustments in unconsolidated real estate JVs	(70)		(75)		(81)		(87)		(92)		(145)		(190)
Same Properties Cash NOI from real estate operations	$	85,037	$	83,194	$	82,808	$	82,228	$	80,407	$	168,231	$	157,194

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

35

Corporate Office Properties Trust

Supplementary Reconciliations of Non-GAAP Measures (continued)

(in thousands)

	Three Months Ended										Six Months Ended
	6/30/23		3/31/23		12/31/22		9/30/22		6/30/22		6/30/23		6/30/22
Real estate revenues
Lease revenue
Fixed contractual payments	$	118,461	$	116,039	$	116,349	$	113,700	$	112,691	$	234,500	$	225,311
Variable lease payments (1)	35,221		34,521		33,673		32,781		29,586		69,742		60,335
Lease revenue	153,682		150,560		150,022		146,481		142,277		304,242		285,646
Other property revenue	1,271		1,121		1,163		1,206		969		2,392		1,860
Real estate revenues	$	154,953	$	151,681	$	151,185	$	147,687	$	143,246	$	306,634	$	287,506
Provision for credit (recoveries) losses on billed lease revenue	$	(196)	$	269	$	—	$	5	$	496	$	73	$	496
Discontinued operations
Revenues from real estate operations	$	—	$	—	$	—	$	—	$	—	$	—	$	1,980
Property operating expenses	—		—		—		—		—		—		(971)
Gain on sale of real estate	—		—		—		—		—		—		28,564
Discontinued operations	$	—	$	—	$	—	$	—	$	—	$	—	$	29,573
Total revenues from continuing operations	$	169,196	$	167,501	$	175,247	$	182,500	$	185,803	$	336,697	$	381,283
Construction contract and other service revenues	(14,243)		(15,820)		(24,062)		(34,813)		(42,557)		(30,063)		(95,757)
Revenues from discontinued operations	—		—		—		—		—		—		1,980
Real estate revenues	$	154,953	$	151,681	$	151,185	$	147,687	$	143,246	$	306,634	$	287,506
Gain on sales of real estate from continuing operations	$	14	$	49,378	$	19,238	$	16	$	(19)	$	49,392	$	(4)
Gain on sales of real estate from discontinued operations	—		—		—		—		—		—		28,564
Gain on sales of real estate	$	14	$	49,378	$	19,238	$	16	$	(19)	$	49,392	$	28,560

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

36

Corporate Office Properties Trust

Supplementary Reconciliations of Non-GAAP Measures (continued)

(in thousands)

	Three Months Ended										Six Months Ended
	6/30/23		3/31/23		12/31/22		9/30/22		6/30/22		6/30/23		6/30/22
Total interest expense	$	16,519	$	16,442	$	16,819	$	15,123	$	14,808	$	32,961	$	29,232
Less: Amortization of deferred financing costs	(628)		(632)		(619)		(540)		(541)		(1,260)		(1,138)
Less: Amortization of net debt discounts, net of amounts capitalized	(622)		(618)		(615)		(612)		(608)		(1,240)		(1,213)
COPT’s share of interest expense of unconsolidated real estate JVs, excluding amortization of deferred financing costs and net debt premium and loss on interest rate derivatives	791		773		423		236		233		1,564		464
Denominator for interest coverage	16,060		15,965		16,008		14,207		13,892		32,025		27,345
Scheduled principal amortization	746		790		864		851		844		1,536		1,618
Denominator for debt service coverage	16,806		16,755		16,872		15,058		14,736		33,561		28,963
Capitalized interest	1,194		770		1,835		1,969		1,376		1,964		2,905
Denominator for fixed charge coverage	$	18,000	$	17,525	$	18,707	$	17,027	$	16,112	$	35,525	$	31,868
Dividends on unrestricted common and deferred shares	$	31,995	$	31,989	$	30,844	$	30,844	$	30,842	$	63,984	$	61,679
Distributions on unrestricted common units	433		430		406		406		407		863		811
Dividends and distributions on restricted shares and units	204		215		134		140		135		419		293
Total dividends and distributions for GAAP payout ratio	32,632		32,634		31,384		31,390		31,384		65,266		62,783
Dividends and distributions on antidilutive shares and units	(205)		(216)		(121)		(127)		(123)		(421)		(268)
Dividends and distributions for non-GAAP payout ratios	$	32,427	$	32,418	$	31,263	$	31,263	$	31,261	$	64,845	$	62,515

37

Corporate Office Properties Trust

Supplementary Reconciliations of Non-GAAP Measures (continued)

(in thousands)

	6/30/23		3/31/23		12/31/22		9/30/22		6/30/22
Total assets	$	4,246,346	$	4,177,992	$	4,257,275	$	4,269,329	$	4,185,193
Accumulated depreciation	1,334,066		1,300,430		1,267,434		1,245,313		1,213,711
Accumulated depreciation included in assets held for sale	—		—		6,014		—		—
Accumulated amortization of intangibles on property acquisitions and deferred leasing costs	226,555		224,791		222,779		221,646		218,560
COPT’s share of liabilities of unconsolidated real estate JVs	60,724		60,734		52,404		27,272		27,296
COPT’s share of accumulated depreciation and amortization of unconsolidated real estate JVs	7,800		6,936		6,078		5,495		4,911
Less: Property - operating lease liabilities	(33,923)		(34,896)		(28,759)		(29,088)		(29,412)
Less: Property - finance lease liabilities	(426)		(431)		—		—		—
Less: Cash and cash equivalents	(14,273)		(15,199)		(12,337)		(12,643)		(20,735)
Less: COPT’s share of cash of unconsolidated real estate JVs	(974)		(881)		(456)		(547)		(457)
Adjusted book	$	5,825,895	$	5,719,476	$	5,770,432	$	5,726,777	$	5,599,067
Gross debt (page 30)	$	2,249,880	$	2,197,488	$	2,307,054	$	2,319,068	$	2,227,918
Less: Cash and cash equivalents	(14,273)		(15,199)		(12,337)		(12,643)		(20,735)
Less: COPT’s share of cash of unconsolidated real estate JVs	(974)		(881)		(456)		(547)		(457)
Net debt	2,234,633		2,181,408		2,294,261		2,305,878		2,206,726
Costs incurred on fully-leased development properties	(189,407)		(137,309)		(95,972)		(275,359)		(223,485)
Net debt adjusted for fully-leased development	$	2,045,226	$	2,044,099	$	2,198,289	$	2,030,519	$	1,983,241
Net debt	$	2,234,633	$	2,181,408	$	2,294,261	$	2,305,878	$	2,206,726
Pro forma debt adjustments from subsequent event transaction proceeds (1)	N/A		N/A		(189,000)		N/A		N/A
Pro forma net debt	2,234,633		2,181,408		2,105,261		2,305,878		2,206,726
Costs incurred on fully-leased development properties	(189,407)		(137,309)		(95,972)		(275,359)		(223,485)
Pro forma net debt adjusted for fully-leased development	$	2,045,226	$	2,044,099	$	2,009,289	$	2,030,519	$	1,983,241

(1)Includes, for the 12/31/22 period, the effect of resulting proceeds available for debt pay downs from our sale on 1/10/23 of a 90% interest in three data center shell properties.

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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 JVs. 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 (which includes discontinued operations) 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; executive transition costs associated with named executive officers; and, for periods prior to 10/1/22, demolition costs on redevelopment and nonrecurring improvements and executive transition costs associated with other senior management team members.  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

40

Corporate Office Properties Trust

Definitions

believe are not closely correlated to (or associated with) our operating performance. We 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) adjustments to deferred rental revenue associated with changes in our assessment of collectability. 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.

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 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 1/1/22.

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

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.

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 Second Quarter 2023 Results

_______________________________________________________________

EPS of $0.27 for 2Q23;

FFO per Share, as Adjusted for Comparability, of $0.60

Exceeded High-End of Guidance

Increased Midpoint of 2023 FFO per Share Guidance by 2-cents to $2.40

Core Portfolio 93.6% Occupied and 95.0% Leased

Same-Property Cash NOI Increased 5.8% in 2Q23 and 7.0% Year-to-Date

Raising Same-Property Cash NOI Guidance for the Year by 100 Basis Points, to 4.5%-5.5%

1.5 million SF of Active Developments are 92% Leased

_______________________________________________________________

Strong Leasing Volume in 1H23; Well Positioned to Achieve 2023 Goals

Total Leasing of 891,000 SF in 2Q23 and 1.7 million SF Year-to-Date

88,000 SF of Vacancy Leasing in 2Q23 and 187,000 SF Year-to-Date

On Track to Achieve Annual Goal of 400,000 SF

Tenant Retention of 89% in 2Q23 and 83% Year-to-Date

On Track to Achieve Annual Goal of 80%-85%

495,000 SF of Development Leasing Year-to-Date

On Track to Achieve Annual Goal of 700,000 SF

_______________________________________________________________

COLUMBIA, MD (BUSINESS WIRE) July 27, 2023 - Corporate Office Properties Trust (“COPT” or the “Company”) (NYSE: OFC) announced results for the second quarter ended June 30, 2023.

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 solid results. Since 2022, the significant growth in defense spending has materialized into elevated tenant demand for our portfolio, resulting in a 96.8% leased rate in our Defense/IT Locations segment, which accounts for 90% of our core portfolio annualized rental revenue. This is the highest leased rate since we started reporting the segment in 2015. Our second quarter results were strong as FFO per share exceeded the midpoint of our guidance range by $0.02.

i

Given our outperformance year to date, we are increasing the midpoint of our full year FFO per share guidance by $0.02 to $2.40 per share, which represents a 2% increase over 2022’s results. Same-property cash NOI increased 5.8% for 2Q23 over 2Q22, and 7.0% for the first half of 2023 over the first half of 2022, which led us to again increase our full year change in cash NOI guidance by 100 basis points. Our leasing activity is right on track as we are roughly halfway towards our full year vacancy leasing goal and 70% towards our development leasing goal. Our investment grade rated balance sheet is well positioned to navigate the challenging capital markets environment as we have no significant debt maturities until 2026, with 96% of our NOI unencumbered. We remain confident in our strategy and expect to continue to allocate capital to investments at our Defense/IT Locations that will support continued growth in FFO per share and shareholder value.”

Financial Highlights

2nd Quarter Financial Results:

•Diluted earnings per share (“EPS”) was $0.27 for the quarter ended June 30, 2023 compared to $0.29 for the quarter ended June 30, 2022.

•Diluted funds from operations per share (“FFOPS”), as calculated in accordance with Nareit’s definition, and FFOPS, as adjusted for comparability, were $0.60 for the quarter ended June 30, 2023 compared to $0.59 for the quarter ended June 30, 2022.

Operating Performance Highlights

Operating Portfolio Summary:

•At June 30, 2023, the Company’s 22.9 million square foot core portfolio was 93.6% occupied and 95.0% leased.

Same-Property Performance:

•At June 30, 2023, the Company’s 20.6 million square foot same-property portfolio was 92.8% occupied and 94.4% leased.

•The Company’s same-property cash NOI increased 5.8% for the three months ended June 30, 2023 compared to the same period in 2022.

Leasing:

•Total Square Feet Leased: For the quarter ended June 30, 2023, the Company leased 891,000 square feet, including 803,000 square feet of renewals and 88,000 square feet of vacancy leasing. For the six months ended June 30, 2023, the Company executed 1.7 million square feet of total leasing, including 1.0 million square feet of renewals, 187,000 square feet of vacancy leasing, and 495,000 square feet in development projects.

•Tenant Retention Rates: During the quarter and six months ended June 30, 2023, the Company renewed 89.0% and 82.7%, respectively, of expiring square feet.

•Rent Spreads & Average Escalations on Renewing Leases: For the quarter and six months ended June 30, 2023, straight-line rents on renewals increased 7.4% and 6.9%, respectively, and cash rents on renewed space increased 1.3% and 1.1%, respectively. For the same time periods, annual escalations on renewing leases averaged 2.6%.

•Lease Terms: In the quarter ended June 30, 2023, lease terms averaged 5.0 years on renewing leases and 6.9 years on vacancy leasing. For the six months ended June 30, 2023, lease terms averaged 4.5 years on renewing leases, 7.4 years on vacancy leasing, and 14.3 years on development leasing.

Investment Activity Highlights

•Development Pipeline: The Company’s development pipeline consists of nine properties totaling 1.5 million square feet that were 92% leased at June 30, 2023. These projects represent a total estimated investment of $480.8 million, of which $222.1 million has been spent.

Balance Sheet and Capital Transaction Highlights

•For the quarter ended June 30, 2023, the Company’s adjusted EBITDA fixed charge coverage ratio was 4.9x.

ii

•At June 30, 2023, 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 5.7x.

•At June 30, 2023, and including the effect of interest rate swaps, the Company’s weighted average effective interest rate on its consolidated debt portfolio was 3.1% with a weighted average maturity of 6.2 years; additionally, 95.6% 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 second quarter 2023 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

Management is updating its full-year guidance for diluted EPS and diluted FFOPS, per Nareit and as adjusted for comparability, from the prior range of $1.46-$1.52, and $2.35-$2.41, respectively, to new ranges of $1.49-$1.53, and $2.38-$2.42, respectively. Management is establishing third quarter guidance for diluted EPS and diluted FFOPS per Nareit and as adjusted for comparability at $0.26-$0.28 and $0.59-$0.61, respectively. Reconciliations of projected diluted EPS to projected diluted FFOPS, in accordance with Nareit and as adjusted for comparability are as follows:

Reconciliation of Diluted EPS to FFOPS, per Nareit, and As Adjusted for Comparability	Quarter Ending September 30, 2023				Year Ending December 31, 2023
	Low		High		Low		High
Diluted EPS	$	0.26	$	0.28	$	1.49	$	1.53
Real estate-related depreciation and amortization	0.33		0.33		1.32		1.32
Gain on sales of real estate	—		—		(0.43)		(0.43)
Diluted FFOPS, Nareit definition and as adjusted for comparability	$	0.59	$	0.61	$	2.38	$	2.42

Conference Call Information

Management will discuss second quarter 2023 results on its conference call tomorrow at 12:00 p.m. Eastern Time, details of which are listed below:

Conference Call Date: Friday, July 28, 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/BI48eea2c0fe934b24aefdd77f5c963ea1

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.

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

iii

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 June 30, 2023, the Company derived 90% of its core portfolio annualized rental revenue from Defense/IT Locations and 10% from its Regional Office Properties. As of the same date and including 24 properties owned through unconsolidated joint ventures, COPT’s core portfolio of 192 properties encompassed 22.9 million square feet and was 95% 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, 2022.

iv

Corporate Office Properties Trust

Summary Financial Data

(unaudited)

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

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Revenues
Lease revenue	$	153,682	$	142,277	$	304,242	$	283,666
Other property revenue	1,271		969		2,392		1,860
Construction contract and other service revenues	14,243		42,557		30,063		95,757
Total revenues	169,196		185,803		336,697		381,283
Operating expenses
Property operating expenses	61,600		54,116		121,020		111,297
Depreciation and amortization associated with real estate operations	37,600		34,812		74,595		69,076
Construction contract and other service expenses	13,555		41,304		28,756		92,954
General and administrative expenses	7,287		6,467		15,283		13,137
Leasing expenses	2,345		1,888		4,344		3,762
Business development expenses and land carry costs	726		701		1,221		1,484
Total operating expenses	123,113		139,288		245,219		291,710
Interest expense	(16,519)		(14,808)		(32,961)		(29,232)
Interest and other income, net	2,143		1,593		4,399		3,802
Gain on sales of real estate	14		(19)		49,392		(4)
Loss on early extinguishment of debt	—		—		—		(342)
Income from continuing operations before equity in income of unconsolidated entities and income taxes	31,721		33,281		112,308		63,797
Equity in income of unconsolidated entities	111		318		47		1,206
Income tax expense	(190)		(4)		(315)		(157)
Income from continuing operations	31,642		33,595		112,040		64,846
Discontinued operations	—		—		—		29,573
Net Income	31,642		33,595		112,040		94,419
Net income attributable to noncontrolling interests:
Common units in the Operating Partnership (“OP”)	(516)		(496)		(1,809)		(1,352)
Other consolidated entities	(839)		(789)		(1,165)		(1,438)
Net income attributable to common shareholders	$	30,287	$	32,310	$	109,066	$	91,629
Earnings per share (“EPS”) computation:
Numerator for diluted EPS:
Net income attributable to common shareholders	$	30,287	$	32,310	$	109,066	$	91,629
Amount allocable to share-based compensation awards	(98)		(75)		(349)		(259)
Redeemable noncontrolling interests	(51)		(30)		(115)		(69)
Numerator for diluted EPS	$	30,138	$	32,205	$	108,602	$	91,301
Denominator:
Weighted average common shares - basic	112,188		112,082		112,157		112,052
Dilutive effect of share-based compensation awards	426		429		418		427
Dilutive effect of redeemable noncontrolling interests	62		126		77		129
Weighted average common shares - diluted	112,676		112,637		112,652		112,608
Diluted EPS	$	0.27	$	0.29	$	0.96	$	0.81

v

Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(in thousands, except per share data)

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	31,642	$	33,595	$	112,040	$	94,419
Real estate-related depreciation and amortization	37,600		34,812		74,595		69,076
Gain on sales of real estate from continuing and discontinued operations	(14)		19		(49,392)		(28,560)
Depreciation and amortization on unconsolidated real estate JVs	805		525		1,606		1,051
Funds from operations (“FFO”)	70,033		68,951		138,849		135,986
FFO allocable to other noncontrolling interests	(1,239)		(1,178)		(1,947)		(2,220)
Basic FFO allocable to share-based compensation awards	(480)		(357)		(946)		(719)
Basic FFO available to common share and common unit holders (“Basic FFO”)	68,314		67,416		135,956		133,047
Redeemable noncontrolling interests	(28)		4		(58)		(2)
Diluted FFO adjustments allocable to share-based compensation awards	37		27		76		54
Diluted FFO available to common share and common unit holders (“Diluted FFO”)	68,323		67,447		135,974		133,099
Loss on early extinguishment of debt	—		—		—		342
Executive transition costs	248		137		248		137
Diluted FFO comparability adjustments allocable to share-based compensation awards	(2)		—		(2)		(2)
Diluted FFO available to common share and common unit holders, as adjusted for comparability	68,569		67,584		136,220		133,576
Straight line rent adjustments and lease incentive amortization	(3,161)		(3,198)		(6,677)		(6,387)
Amortization of intangibles and other assets included in net operating income (“NOI”)	17		49		(2)		(323)
Share-based compensation, net of amounts capitalized	2,213		2,154		3,946		4,265
Amortization of deferred financing costs	628		541		1,260		1,138
Amortization of net debt discounts, net of amounts capitalized	622		608		1,240		1,213
Replacement capital expenditures	(22,664)		(17,717)		(50,874)		(35,075)
Other	(221)		406		(494)		445
Diluted adjusted funds from operations available to common share and common unit holders (“Diluted AFFO”)	$	46,003	$	50,427	$	84,619	$	98,852
Diluted FFO per share	$	0.60	$	0.59	$	1.19	$	1.17
Diluted FFO per share, as adjusted for comparability	$	0.60	$	0.59	$	1.19	$	1.17
Dividends/distributions per common share/unit	$	0.285	$	0.275	$	0.57	$	0.55

vi

Corporate Office Properties Trust

Summary Financial Data

(unaudited)

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

	June 30, 2023			December 31, 2022
Balance Sheet Data
Properties, net of accumulated depreciation	$	3,672,235		$	3,556,398
Total assets	$	4,246,346		$	4,257,275
Debt per balance sheet	$	2,176,174		$	2,231,794
Total liabilities	$	2,447,436		$	2,509,527
Redeemable noncontrolling interests	$	22,215		$	26,293
Total equity	$	1,776,695		$	1,721,455
Debt to assets	51.2		%	52.4		%
Net debt to adjusted book	38.4		%	39.8		%
Core Portfolio Data (as of period end)
Number of operating properties	192			192
Total operational square feet (in thousands)	22,878			22,849
% Occupied	93.6		%	92.8		%
% Leased	95.0		%	95.3		%

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
GAAP
Payout ratio:
Net income	103.1	%	93.4	%	58.3	%	66.5	%
Debt ratios:
Net income to interest expense ratio	1.9	x	2.3	x	3.4	x	3.2	x
Debt to net income ratio	17.2	x	16.2	x	N/A		N/A
Non-GAAP
Payout ratios:
Diluted FFO	47.5	%	46.3	%	47.7	%	47.0	%
Diluted FFO, as adjusted for comparability	47.3	%	46.3	%	47.6	%	46.8	%
Diluted AFFO	70.5	%	62.0	%	76.6	%	63.2	%
Debt ratios:
Adjusted EBITDA fixed charge coverage ratio	4.9	x	5.3	x	5.0	x	5.3	x
Net debt to in-place adjusted EBITDA ratio	6.3	x	6.4	x	N/A		N/A
Net debt adj. for fully-leased development to in-place adj. EBITDA ratio	5.7	x	5.8	x	N/A		N/A
Reconciliation of denominators for per share measures
Denominator for diluted EPS	112,676		112,637		112,652		112,608
Weighted average common units	1,514		1,476		1,502		1,430
Denominator for diluted FFO per share and as adjusted for comparability	114,190		114,113		114,154		114,038

vii

Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(in thousands)

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Numerators for Payout Ratios
Dividends on unrestricted common and deferred shares	$	31,995	$	30,842	$	63,984	$	61,679
Distributions on unrestricted common units	433		407		863		811
Dividends and distributions on restricted shares and units	204		135		419		293
Total dividends and distributions for GAAP payout ratio	32,632		31,384		65,266		62,783
Dividends and distributions on antidilutive shares and units	(205)		(123)		(421)		(268)
Dividends and distributions for non-GAAP payout ratios	$	32,427	$	31,261	$	64,845	$	62,515
Reconciliation of net income to earnings before interest, income taxes, depreciation and amortization for real estate (“EBITDAre”), adjusted EBITDA and in-place adjusted EBITDA
Net income	$	31,642	$	33,595	$	112,040	$	94,419
Interest expense	16,519		14,808		32,961		29,232
Income tax expense	190		4		315		157
Real estate-related depreciation and amortization	37,600		34,812		74,595		69,076
Other depreciation and amortization	609		552		1,211		1,159
Gain on sales of real estate from continuing and discontinued operations	(14)		19		(49,392)		(28,560)
Adjustments from unconsolidated real estate JVs	1,559		760		3,263		1,518
EBITDAre	88,105		84,550		174,993		167,001
Loss on early extinguishment of debt	—		—		—		342
Net gain on other investments	—		1		—		(564)
Credit loss expense (recoveries)	238		225		305		(91)
Business development expenses	394		385		635		711
Executive transition costs	307		137		554		137
Adjusted EBITDA	89,044		85,298		$	176,487	$	167,536
Pro forma NOI adjustment for property changes within period	56		127
Change in collectability of deferred rental revenue	28		231
In-place adjusted EBITDA	$	89,128	$	85,656
Reconciliations of tenant improvements and incentives, building improvements and leasing costs for operating properties to replacement capital expenditures
Tenant improvements and incentives	$	32,619	$	10,655	$	52,605	$	20,665
Building improvements	2,766		6,751		4,907		13,583
Leasing costs	3,542		1,748		5,292		4,018
Net (exclusions from) additions to tenant improvements and incentives	(16,007)		474		(11,168)		2,282
Excluded building improvements and leasing costs	(256)		(1,911)		(762)		(5,473)
Replacement capital expenditures	$	22,664	$	17,717	$	50,874	$	35,075

viii

Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(in thousands)

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Reconciliation of interest expense to the denominator for fixed charge coverage-Adjusted EBITDA
Interest expense	$	16,519	$	14,808	$	32,961	$	29,232
Less: Amortization of deferred financing costs	(628)		(541)		(1,260)		(1,138)
Less: Amortization of net debt discounts, net of amounts capitalized	(622)		(608)		(1,240)		(1,213)
COPT’s share of interest expense of unconsolidated real estate JVs, excluding amortization of deferred financing costs and net debt premium and loss on interest rate derivatives	791		233		1,564		464
Scheduled principal amortization	746		844		1,536		1,618
Capitalized interest	1,194		1,376		1,964		2,905
Denominator for fixed charge coverage-Adjusted EBITDA	$	18,000	$	16,112	$	35,525	$	31,868
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	$	31,642	$	33,595	$	112,040	$	94,419
Construction contract and other service revenues	(14,243)		(42,557)		(30,063)		(95,757)
Depreciation and other amortization associated with real estate operations	37,600		34,812		74,595		69,076
Construction contract and other service expenses	13,555		41,304		28,756		92,954
General and administrative expenses	7,287		6,467		15,283		13,137
Leasing expenses	2,345		1,888		4,344		3,762
Business development expenses and land carry costs	726		701		1,221		1,484
Interest expense	16,519		14,808		32,961		29,232
Interest and other income, net	(2,143)		(1,593)		(4,399)		(3,802)
Gain on sales of real estate from continuing operations	(14)		19		(49,392)		4
Loss on early extinguishment of debt	—		—		—		342
Equity in income of unconsolidated entities	(111)		(318)		(47)		(1,206)
Unconsolidated real estate JVs NOI allocable to COPT included in equity in income of unconsolidated entities	1,671		1,080		3,313		2,160
Income tax expense	190		4		315		157
Discontinued operations	—		—		—		(29,573)
Revenues from real estate operations from discontinued operations	—		—		—		1,980
Property operating expenses from discontinued operations	—		—		—		(971)
NOI from real estate operations	95,024		90,210		188,927		177,398
Non-Same Properties NOI from real estate operations	(8,770)		(6,603)		(18,221)		(12,365)
Same Properties NOI from real estate operations	86,254		83,607		170,706		165,033
Straight line rent adjustments and lease incentive amortization	1,232		(1,301)		2,624		(3,592)
Amortization of acquired above- and below-market rents	(129)		(97)		(295)		(616)
Lease termination fees, net	(1,059)		(399)		(2,280)		(620)
Tenant funded landlord assets and lease incentives	(1,191)		(1,311)		(2,379)		(2,821)
Cash NOI adjustments in unconsolidated real estate JVs	(70)		(92)		(145)		(190)
Same Properties Cash NOI from real estate operations	$	85,037	$	80,407	$	168,231	$	157,194

ix

Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(in thousands)

	June 30, 2023		December 31, 2022
Reconciliation of total assets to adjusted book
Total assets	$	4,246,346	$	4,257,275
Accumulated depreciation	1,334,066		1,267,434
Accumulated depreciation included in assets held for sale	—		6,014
Accumulated amortization of intangibles on property acquisitions and deferred leasing costs	226,555		222,779
COPT’s share of liabilities of unconsolidated real estate JVs	60,724		52,404
COPT’s share of accumulated depreciation and amortization of unconsolidated real estate JVs	7,800		6,078
Less: Property - operating lease liabilities	(33,923)		(28,759)
Less: Property - finance lease liabilities	(426)		—
Less: Cash and cash equivalents	(14,273)		(12,337)
Less: COPT’s share of cash of unconsolidated real estate JVs	(974)		(456)
Adjusted book	$	5,825,895	$	5,770,432

	June 30, 2023		December 31, 2022		June 30, 2022
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	$	2,176,174	$	2,231,794	$	2,177,811
Net discounts and deferred financing costs	21,342		23,160		23,857
COPT’s share of unconsolidated JV gross debt	52,364		52,100		26,250
Gross debt	2,249,880		2,307,054		2,227,918
Less: Cash and cash equivalents	(14,273)		(12,337)		(20,735)
Less: COPT’s share of cash of unconsolidated real estate JVs	(974)		(456)		(457)
Net debt	2,234,633		2,294,261		2,206,726
Costs incurred on fully-leased development properties	(189,407)		(95,972)		(223,485)
Net debt adjusted for fully-leased development	$	2,045,226	$	2,198,289	$	1,983,241
Net debt	$	2,234,633	$	2,294,261	$	2,206,726
Pro forma debt adjustments from subsequent event transaction proceeds	N/A		(189,000)		N/A
Pro forma net debt	2,234,633		2,105,261		2,206,726
Costs incurred on fully-leased development properties	(189,407)		(95,972)		(223,485)
Pro forma net debt adjusted for fully-leased development	$	2,045,226	$	2,009,289	$	1,983,241

x

XML

Cover Page	Jul. 27, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 27, 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