0000860546false00008605462023-07-272023-07-27

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 1-1402323-2947217
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Shares of beneficial interest, $0.01 par valueOFCNew 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
 
104Cover 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



Exhibit 99.1

a2023_q2xcoverredesign1a.jpg


Corporate Office Properties Trust
Supplemental Information & Earnings Release - Unaudited
For the Period Ended 6/30/23

Overview:Section I
a6950columbiagatewaylifesta.jpg
Summary Description
Equity Research Coverage
Selected Financial Summary Data
Selected Portfolio Data
Financial Statements:Section II
Consolidated Balance Sheets
Consolidated Statements of Operations
Funds from Operations
Diluted Share and Unit Computations
Adjusted Funds from Operations
EBITDAre and Adjusted EBITDA
Portfolio Information:Section III
Properties by Segment
Consolidated Real Estate Revenues and NOI by Segment
Cash NOI by Segment
NOI from Real Estate Operations and Occupancy by Property Grouping
Same Properties Average Occupancy Rates by Segment
Same Properties Period End Occupancy Rates by Segment
Same Properties Real Estate Revenues and NOI by Segment
Same Properties Cash NOI by Segment
Leasing
Lease Expiration Analysis
2023 Core Portfolio Quarterly Lease Expiration Analysis
Top 20 Tenants
Investing Activity:Section IV
Property Dispositions
Summary of Development Projects
Development Placed in Service
Summary of Land Owned/Controlled
Capitalization:Section V
Capitalization Overview
Summary of Outstanding Debt
Debt Analysis
Consolidated Real Estate Joint Ventures
Unconsolidated Real Estate Joint Ventures
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
picture2a.jpg
Definitions
Earnings Release:



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.

ManagementInvestor 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
BTIGTom Catherwood212-738-6410tcatherwood@btig.com
Citigroup Global Markets Michael Griffin 212-816-5871 michael.a.griffin@citi.com
Evercore ISISteve Sakwa212-446-9462steve.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 SecuritiesBlaine Heck443-263-6529blaine.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)
 PageThree Months EndedSix Months Ended
SUMMARY OF RESULTS Refer.6/30/233/31/2312/31/229/30/226/30/226/30/236/30/22
Net income7$31,642 $80,398 $52,087 $32,316 $33,595 $112,040 $94,419 
NOI from real estate operations13$95,024 $93,903 $93,810 $91,096 $90,210 $188,927 $177,398 
Same Properties NOI17$86,254 $84,452 $84,795 $84,485 $83,607 $170,706 $165,033 
Same Properties cash NOI18$85,037 $83,194 $82,808 $82,228 $80,407 $168,231 $157,194 
Adjusted EBITDA11$89,044 $87,443 $87,787 $86,386 $85,298 $176,487 $167,536 
FFO per NAREIT8$70,033 $68,816 $70,282 $68,071 $68,951 $138,849 $135,986 
Diluted AFFO avail. to common share and unit holders10$46,003 $38,616 $26,122 $53,439 $50,427 $84,619 $98,852 
Dividend per common shareN/A$0.285 $0.285 $0.275 $0.275 $0.275 $0.57 $0.55 
Per share - diluted:      
EPS9$0.27 $0.70 $0.45 $0.27 $0.29 $0.96 $0.81 
FFO - Nareit9$0.60 $0.59 $0.60 $0.58 $0.59 $1.19 $1.17 
FFO - as adjusted for comparability9$0.60 $0.59 $0.60 $0.58 $0.59 $1.19 $1.17 
Numerators for diluted per share amounts:
Diluted EPS7$30,138 $78,467 $50,290 $30,806 $32,205 $108,602 $91,301 
Diluted FFO available to common share and unit holders8$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 comparability8$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)
 PageThree Months EndedSix Months Ended
PAYOUT RATIOS AND CAPITALIZATIONRefer.6/30/233/31/2312/31/229/30/226/30/226/30/236/30/22
GAAP
Payout ratio:
Net incomeN/A103.1%40.6%60.3%97.1%93.4%58.3%66.5%
Capitalization and debt ratios:
Total assets6$4,246,346 $4,177,992 $4,257,275 $4,269,329 $4,185,193 
Total equity6$1,776,695 $1,768,814 $1,721,455 $1,700,666 $1,695,951 
Debt per balance sheet6$2,176,174 $2,123,012 $2,231,794 $2,269,834 $2,177,811 
Debt to assets3251.2%50.8%52.4%53.2%52.0%N/AN/A
Net income to interest expense ratio321.9x4.9x3.1x2.1x2.3x3.4x3.2x
Debt to net income ratio3217.2x6.6x10.7x17.6x16.2xN/AN/A
Non-GAAP
Payout ratios:      
Diluted FFON/A47.5%47.9%45.5%47.1%46.3%47.7%47.0%
Diluted FFO - as adjusted for comparabilityN/A47.3%47.9%45.4%46.9%46.3%47.6%46.8%
Diluted AFFON/A70.5%83.9%119.7%58.5%62.0%76.6%63.2%
Capitalization and debt ratios:     
Total Market Capitalization29$4,914,516 $4,856,761 $5,214,423 $4,943,129 $5,189,816 
Total Equity Market Capitalization29$2,717,000 $2,711,499 $2,959,469 $2,650,311 $2,988,148 
Net debt38$2,234,633 $2,181,408 $2,294,261 $2,305,878 $2,206,726 
Net debt to adjusted book3238.4%38.1%39.8%40.3%39.4%N/AN/A
Adjusted EBITDA fixed charge coverage ratio324.9x5.0x4.7x5.1x5.3x5.0x5.3x
Net debt to in-place adj. EBITDA ratio326.3x6.2x6.3x6.7x6.4xN/AN/A
Pro forma net debt to in-place adjusted EBITDA ratio (1)N/AN/AN/A6.0xN/AN/AN/AN/A
Net debt adjusted for fully-leased development to in-place adj. EBITDA ratio325.7x5.8x6.1x5.9x5.8xN/AN/A
Pro forma net debt adj. for fully-leased development to in-place adj. EBITDA ratio (1)N/AN/AN/A5.7xN/AN/AN/AN/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)
 6/30/233/31/2312/31/229/30/226/30/22
# of Properties
Total Portfolio194194194188188
Consolidated Portfolio170170173169169
Core Portfolio192192192186186
Same Properties180180180180180
% Occupied
Total Portfolio93.4 %92.8 %92.7 %92.7 %91.6 %
Consolidated Portfolio91.9 %91.2 %91.4 %91.4 %90.2 %
Core Portfolio 93.6 %92.9 %92.8 %92.8 %91.8 %
Same Properties92.8 %92.1 %92.0 %92.2 %91.1 %
% Leased
Total Portfolio94.9 %95.0 %95.2 %94.9 %93.6 %
Consolidated Portfolio93.7 %93.9 %94.3 %94.0 %92.5 %
Core Portfolio 95.0 %95.1 %95.3 %95.0 %93.7 %
Same Properties94.4 %94.5 %94.7 %94.5 %93.2 %
Square Feet (in thousands)
Total Portfolio23,03523,02023,00622,08522,089
Consolidated Portfolio18,74018,72519,45818,90318,907
Core Portfolio22,87822,86322,84921,92821,932
Same Properties20,60820,60820,60820,60820,608
(1)Includes properties owned through unconsolidated real estate joint ventures (see page 34).

5

Corporate Office Properties Trust
Consolidated Balance Sheets
(in thousands)
 6/30/233/31/2312/31/229/30/226/30/22
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, net3,672,235 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 equivalents14,273 15,199 12,337 12,643 20,735 
Investment in unconsolidated real estate joint ventures41,928 42,279 21,460 38,644 39,017 
Accounts receivable, net47,363 46,149 43,334 39,720 31,554 
Deferred rent receivable 136,382 130,153 125,147 124,146 121,015 
Lease incentives, net59,541 49,679 49,757 49,083 50,871 
Deferred leasing costs, net 69,218 68,930 69,339 68,122 68,004 
Investing receivables, net86,708 85,499 84,621 102,550 84,885 
Prepaid expenses and other assets, net77,046 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 expenses135,784 128,509 157,998 156,815 177,180 
Rents received in advance and security deposits32,021 34,653 30,016 29,056 27,745 
Dividends and distributions payable32,636 32,630 31,400 31,407 31,400 
Deferred revenue associated with operating leases9,199 9,022 11,004 9,382 8,416 
Property - operating lease liabilities33,923 34,896 28,759 29,088 29,412 
Other liabilities27,699 21,008 18,556 17,634 10,526 
Total liabilities2,447,436 2,383,730 2,509,527 2,543,216 2,462,490 
Redeemable noncontrolling interests22,215 25,448 26,293 25,447 26,752 
Equity:   
COPT’s shareholders’ equity:   
Common shares1,125 1,125 1,124 1,124 1,124 
Additional paid-in capital2,486,996 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’ equity1,730,728 1,726,159 1,681,803 1,661,386 1,656,993 
Noncontrolling interests in subsidiaries:     
Common units in the Operating Partnership29,563 29,268 25,808 25,524 25,505 
Other consolidated entities16,404 13,387 13,844 13,756 13,453 
Total noncontrolling interests in subsidiaries45,967 42,655 39,652 39,280 38,958 
Total equity1,776,695 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 EndedSix Months Ended
 6/30/233/31/2312/31/229/30/226/30/226/30/236/30/22
Revenues     
Lease revenue$153,682 $150,560 $150,022 $146,481 $142,277 $304,242 $283,666 
Other property revenue1,271 1,121 1,163 1,206 969 2,392 1,860 
Construction contract and other service revenues14,243 15,820 24,062 34,813 42,557 30,063 95,757 
Total revenues169,196 167,501 175,247 182,500 185,803 336,697 381,283 
Operating expenses     
Property operating expenses61,600 59,420 58,470 57,663 54,116 121,020 111,297 
Depreciation and amortization associated with real estate operations37,600 36,995 36,907 35,247 34,812 74,595 69,076 
Construction contract and other service expenses13,555 15,201 23,454 33,555 41,304 28,756 92,954 
General and administrative expenses7,287 7,996 7,766 6,558 6,467 15,283 13,137 
Leasing expenses2,345 1,999 2,235 2,340 1,888 4,344 3,762 
Business development expenses and land carry costs726 495 1,157 552 701 1,221 1,484 
Total operating expenses123,113 122,106 129,989 135,915 139,288 245,219 291,710 
Interest expense(16,519)(16,442)(16,819)(15,123)(14,808)(32,961)(29,232)
Interest and other income, net2,143 2,256 4,671 597 1,593 4,399 3,802 
Gain on sales of real estate14 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 taxes31,721 80,587 52,081 32,075 33,281 112,308 63,797 
Equity in income (loss) of unconsolidated entities111 (64)229 308 318 47 1,206 
Income tax expense(190)(125)(223)(67)(4)(315)(157)
Income from continuing operations31,642 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 EndedSix Months Ended
 6/30/233/31/2312/31/229/30/226/30/226/30/236/30/22
Net income $31,642 $80,398 $52,087 $32,316 $33,595 $112,040 $94,419 
Real estate-related depreciation and amortization37,600 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)(58)(2)
Diluted FFO adjustments allocable to share-based compensation awards37 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 costs248 — — 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 EndedSix Months Ended
 6/30/233/31/2312/31/229/30/226/30/226/30/236/30/22
EPS Denominator:     
Weighted average common shares - basic112,188 112,127 112,096 112,093 112,082 112,157 112,052 
Dilutive effect of share-based compensation awards426 410 435 433 429 418 427 
Dilutive effect of redeemable noncontrolling interests62 91 102 105 126 77 129 
Weighted average common shares - diluted112,676 112,628 112,633 112,631 112,637 112,652 112,608 
Diluted EPS$0.27 $0.70 $0.45 $0.27 $0.29 $0.96 $0.81 
Weighted Average Shares for period ended:       
Common shares112,188 112,127 112,096 112,093 112,082 112,157 112,052 
Dilutive effect of share-based compensation awards426 410 435 433 429 418 427 
Common units1,514 1,489 1,476 1,477 1,476 1,502 1,430 
Redeemable noncontrolling interests62 91 102 105 126 77 129 
Denominator for diluted FFO per share and as adjusted for comparability114,190 114,117 114,109 114,108 114,113 114,154 114,038 
Weighted average common units(1,514)(1,489)(1,476)(1,477)(1,476)(1,502)(1,430)
Denominator for diluted EPS112,676 112,628 112,633 112,631 112,637 112,652 112,608 
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 EndedSix Months Ended
 6/30/233/31/2312/31/229/30/226/30/226/30/236/30/22
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 NOI17 (19)15 50 49 (2)(323)
Share-based compensation, net of amounts capitalized2,213 1,733 2,247 2,188 2,154 3,946 4,265 
Amortization of deferred financing costs628 632 619 540 541 1,260 1,138 
Amortization of net debt discounts, net of amounts capitalized622 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 improvements2,766 2,141 8,468 7,477 6,751 4,907 13,583 
Leasing costs3,542 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 EndedSix Months Ended
 6/30/233/31/2312/31/229/30/226/30/226/30/236/30/22
Net income $31,642 $80,398 $52,087 $32,316 $33,595 $112,040 $94,419 
Interest expense16,519 16,442 16,819 15,123 14,808 32,961 29,232 
Income tax expense190 125 223 67 315 157 
Real estate-related depreciation and amortization37,600 36,995 36,907 35,247 34,812 74,595 69,076 
Other depreciation and amortization609 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 JVs1,559 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)— — (564)
Credit loss expense (recoveries)238 67 (1,331)1,693 225 305 (91)
Business development expenses394 241 794 386 385 635 711 
Executive transition costs307 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 period56 (318)2,704 — 127 
Change in collectability of deferred rental revenue28 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/AN/A(2,903)N/AN/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 Park33 4,106 97.7%99.3%
Howard County35 2,863 93.1%95.3%
Other23 1,725 93.8%95.0%
Total Fort Meade/BW Corridor91 8,694 95.4%97.1%
Northern Virginia (“NoVA”) Defense/IT 16 2,499 89.9%92.2%
Lackland AFB (San Antonio, Texas)1,062 100.0%100.0%
Navy Support22 1,273 86.9%87.5%
Redstone Arsenal (Huntsville, Alabama)21 2,084 92.5%97.4%
Data Center Shells:
Consolidated Properties988 100.0%100.0%
Unconsolidated JV Properties (1)24 4,295 100.0%100.0%
Total Defense/IT Locations186 20,895 95.3%96.8%
Regional Office 1,983 74.8%75.8%
Core Portfolio192 22,878 93.6%95.0%
Other157 76.5%76.5%
Total Portfolio194 23,035 93.4%94.9%
Consolidated Portfolio170 18,740 91.9%93.7%
(1)See page 34 for additional disclosure regarding our unconsolidated real estate JVs.
chart-0cff0ab6882549e098ba.jpgchart-0145d7cf061b49b29cba.jpg
(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 EndedSix Months Ended
 6/30/233/31/2312/31/229/30/226/30/226/30/236/30/22
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 Base17,595 15,605 17,118 15,951 15,129 33,200 29,842 
Navy Support8,118 7,925 8,247 8,253 8,085 16,043 16,254 
Redstone Arsenal12,978 13,414 10,114 9,976 9,308 26,392 18,503 
Data Center Shells-Consolidated6,287 6,692 10,008 9,069 9,140 12,979 16,645 
Total Defense/IT Locations136,995 133,242 133,960 131,069 127,354 270,237 252,726 
Regional Office 15,197 16,054 15,374 14,739 14,121 31,251 29,203 
Wholesale Data Center— — — — — — 1,980 
Other2,761 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 Base7,644 7,660 7,690 7,670 7,609 15,304 15,250 
Navy Support4,602 4,382 4,712 4,588 4,755 8,984 9,453 
Redstone Arsenal8,228 8,778 6,204 5,652 5,677 17,006 11,137 
Data Center Shells:
Consolidated properties5,544 6,098 8,951 7,953 7,951 11,642 14,446 
COPT’s share of unconsolidated real estate JVs1,671 1,642 1,095 1,072 1,080 3,313 2,160 
Total Defense/IT Locations87,835 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 
Other576 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 EndedSix Months Ended
 6/30/233/31/2312/31/229/30/226/30/226/30/236/30/22
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/IT12,642 11,423 10,274 10,197 10,260 24,065 20,410 
Lackland Air Force Base7,919 7,915 7,889 7,757 7,666 15,834 15,377 
Navy Support4,911 5,023 5,257 4,951 4,922 9,934 9,768 
Redstone Arsenal3,707 4,988 5,263 4,631 4,789 8,695 9,382 
Data Center Shells:
Consolidated properties4,918 5,379 6,960 7,020 6,528 10,297 11,996 
COPT’s share of unconsolidated real estate JVs1,385 1,351 1,012 985 988 2,736 1,970 
Total Defense/IT Locations81,209 79,741 81,761 80,264 78,766 160,950 153,787 
Regional Office6,673 6,856 6,259 6,926 6,114 13,529 11,271 
Wholesale Data Center— — (4)— 50 — 1,014 
Other677 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.
chart-1075f107d9b14c199c2a.jpgchart-731ea13964454a9b86fa.jpg

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 EndNOI 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 GroupingThree Months EndedSix Months Ended
Core Portfolio:
Same Properties: (4)
Consolidated properties159 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 Portfolio178 20,451 92.9%94.5%569,486 92.2 %85,854 169,934 
Properties Placed in Service (5)1,314 98.7%98.7%37,370 6.1 %7,997 16,283 
Other unconsolidated JV properties (6)1,113 100.0%100.0%1,803 0.3 %597 1,508 
Total Core Portfolio192 22,878 93.6%95.0%608,659 98.6 %94,448 187,725 
Other157 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 Portfolio170 18,740 91.9%93.7%$610,680 98.9 %$93,353 $185,614 
As of Period EndNOI 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 GroupingThree Months EndedSix Months Ended
Core Portfolio:
Defense/IT Locations: (7)
Consolidated properties162 16,600 94.1%96.0%$543,392 89.3 %$86,164 $170,596 
Unconsolidated real estate JVs24 4,295 100.0%100.0%6,679 1.1 %1,671 3,313 
Total Defense/IT Locations186 20,895 95.3%96.8%550,071 90.4 %87,835 173,909 
Regional Office1,983 74.8%75.8%58,588 9.6 %6,613 13,816 
Total Core Portfolio192 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 PropertiesOperational Square FeetThree Months EndedSix Months Ended
 6/30/233/31/2312/31/229/30/226/30/226/30/236/30/22
Core Portfolio:
Defense/IT Locations:
Fort Meade/BW Corridor90 8,511 94.7 %92.9 %92.5 %91.9 %90.5 %93.8 %90.0 %
NoVA Defense/IT16 2,499 89.9 %90.6 %89.9 %89.3 %88.3 %90.2 %88.5 %
Lackland Air Force Base1,062 100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %
Navy Support21 1,244 87.6 %88.9 %90.4 %91.3 %91.2 %88.2 %92.1 %
Redstone Arsenal16 1,512 87.8 %87.0 %87.6 %87.8 %87.6 %87.4 %89.2 %
Data Center Shells:
Consolidated properties458 100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %
Unconsolidated JV properties19 3,182 100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %
Total Defense/IT Locations172 18,468 94.4 %93.6 %93.5 %93.2 %92.4 %94.0 %92.4 %
Regional Office1,983 74.6 %78.5 %80.3 %81.1 %80.2 %76.6 %80.9 %
Core Portfolio Same Properties178 20,451 92.4 %92.2 %92.2 %92.1 %91.2 %92.3 %91.3 %
Other Same Properties157 78.9 %80.1 %75.5 %75.5 %70.7 %79.5 %68.4 %
Total Same Properties180 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 PropertiesOperational Square Feet
 6/30/233/31/2312/31/229/30/226/30/22
Core Portfolio:
Defense/IT Locations:
Fort Meade/BW Corridor90 8,511 95.3 %93.3 %92.5 %92.2 %90.5 %
NoVA Defense/IT16 2,499 89.9 %90.7 %90.0 %89.9 %88.2 %
Lackland Air Force Base1,062 100.0 %100.0 %100.0 %100.0 %100.0 %
Navy Support21 1,244 87.4 %88.4 %89.7 %91.4 %91.2 %
Redstone Arsenal16 1,512 90.1 %86.7 %88.0 %88.1 %87.6 %
Data Center Shells:
Consolidated properties458 100.0 %100.0 %100.0 %100.0 %100.0 %
Unconsolidated JV properties19 3,182 100.0 %100.0 %100.0 %100.0 %100.0 %
Total Defense/IT Locations172 18,468 94.8 %93.8 %93.5 %93.5 %92.4 %
Regional Office1,983 74.8 %77.4 %79.0 %81.5 %80.2 %
Core Portfolio Same Properties178 20,451 92.9 %92.2 %92.1 %92.3 %91.2 %
Other Same Properties157 76.5 %80.1 %75.5 %75.5 %75.5 %
Total Same Properties180 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 EndedSix Months Ended
 6/30/233/31/2312/31/229/30/226/30/226/30/236/30/22
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/IT19,840 19,829 18,695 18,611 18,103 39,669 36,679 
Lackland Air Force Base17,596 15,605 17,118 15,951 15,129 33,201 29,842 
Navy Support7,964 7,771 8,092 8,098 7,931 15,735 16,086 
Redstone Arsenal8,972 9,499 9,204 9,310 8,853 18,471 17,910 
Data Center Shells-Consolidated2,538 2,505 2,395 2,379 2,389 5,043 4,786 
Total Defense/IT Locations127,420 123,321 124,177 123,532 119,991 250,741 240,103 
Regional Office15,197 16,054 15,374 14,739 14,121 31,251 29,203 
Other767 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/IT12,158 12,257 11,862 11,835 11,946 24,415 23,653 
Lackland Air Force Base7,645 7,660 7,690 7,670 7,609 15,305 15,250 
Navy Support4,510 4,293 4,610 4,487 4,640 8,803 9,324 
Redstone Arsenal5,197 5,465 5,307 5,280 5,383 10,662 10,777 
Data Center Shells:
Consolidated properties2,170 2,238 2,088 2,032 2,033 4,408 4,066 
COPT’s share of unconsolidated real estate JVs1,073 1,076 1,076 1,072 1,080 2,149 2,160 
Total Defense/IT Locations79,242 76,876 77,491 77,136 76,781 156,118 150,750 
Regional Office6,613 7,203 6,984 6,975 6,493 13,816 13,645 
Other399 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 EndedSix Months Ended
 6/30/233/31/2312/31/229/30/226/30/226/30/236/30/22
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/IT12,642 11,423 10,274 10,197 10,260 24,065 20,410 
Lackland Air Force Base7,919 7,915 7,889 7,757 7,666 15,834 15,377 
Navy Support4,825 4,940 5,163 4,857 4,813 9,765 9,646 
Redstone Arsenal3,706 4,704 4,746 4,582 4,811 8,410 9,439 
Data Center Shells:
Consolidated properties1,954 2,020 1,866 1,810 1,801 3,974 3,594 
COPT’s share of unconsolidated real estate JVs1,005 1,000 994 986 988 2,005 1,970 
Total Defense/IT Locations77,945 75,951 76,217 74,912 73,952 153,896 145,320 
Regional Office6,673 6,856 6,259 6,926 6,114 13,529 11,271 
Other Properties419 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.

chart-9ef380b8416b4e14954a.jpgchart-21f2729a2487496ab27a.jpg
18

Corporate Office Properties Trust
Leasing (1)(2)
Three Months Ended 6/30/23
(square feet in thousands)
Defense/IT Locations
 Ft Meade/BW CorridorNoVA Defense/ITNavy SupportTotal Defense/IT LocationsRegional OfficeOther Total
Renewed Space    
Leased Square Feet590 206 803 — — 803 
Expiring Square Feet607 240 19 866 34 901 
Vacating Square Feet17 34 12 63 34 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 Years5.0 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 Rent7.3 %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 $— $— $38.90 
Change in Cash Rent1.6 %0.2 %3.2 %1.3 %— %— %1.3 %
Average Escalations Per Year2.7 %2.3 %3.5 %2.6 %— %— %2.6 %
New Leases
Development and Redevelopment Space
Leased Square Feet— — — — — — — 
Statistics for Completed Leasing:
Per Annum Average Committed Cost per Square Foot$— $— $— $— $— $— $— 
Weighted Average Lease Term in Years— — — — — — — 
Straight-line Rent Per Square Foot$— $— $— $— $— $— $— 
Cash Rent Per Square Foot$— $— $— $— $— $— $— 
Vacant Space
Leased Square Feet71 79 — 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 Years6.9 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 Leased661 211 10 882 8  891 
Average Escalations Per Year2.6 %2.3 %3.2 %2.5 %2.5 %— %2.5 %
Average Escalations Excl. Data Center Shells2.5 %
(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 CorridorNoVA Defense/ITNavy SupportRedstone ArsenalData Center ShellsTotal Defense/IT LocationsRegional OfficeOtherTotal
Renewed Space     
Leased Square Feet681 223 93 — — 997 — — 997 
Expiring Square Feet714 276 124 — — 1,115 88 1,205 
Vacating Square Feet34 54 31 — — 118 88 208 
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 Years4.7 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 Rent7.0 %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 $— $— $37.09 
Change in Cash Rent1.4 %— %0.9 %— %— %1.1 %— %— %1.1 %
Average Escalations Per Year2.7 %2.3 %2.2 %— %— %2.6 %— %— %2.6 %
New Leases
Development and Redevelopment Space
Leased Square Feet— — — 77 418 495 — — 495 
Statistics for Completed Leasing:
Per Annum Average Committed Cost per Square Foot$— $— $— $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 Feet111 47 — 165 18 187 
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 Years6.9 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 Leased792 270 98 78 418 1,657 18 3 1,679 
Average Escalations Per Year2.6 %2.4 %2.3 %2.8 %2.3 %2.4 %2.6 %3.0 %2.4 %
Average Escalations Excl. Data Center Shells2.6 %
(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 ExpiringAnnualized 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 Corridor686 $26,203 4.3 %$38.17 
NoVA Defense/IT78 2,587 0.4 %33.37 
Navy Support36 945 0.2 %26.21 
Regional Office30 1,251 0.2 %41.77 
2023830 30,985 5.1 %37.33 
Ft Meade/BW Corridor1,286 48,469 8.0 %37.66 
NoVA Defense/IT256 9,540 1.6 %37.21 
Navy Support463 11,754 1.9 %25.38 
Redstone Arsenal122 3,569 0.6 %29.19 
Data Center Shells-Unconsolidated JV Properties546 710 0.1 %13.01 
Regional Office189 5,557 0.9 %29.12 
20242,862 79,599 13.1 %33.53 
Ft Meade/BW Corridor1,746 64,831 10.7 %37.08 
NoVA Defense/IT296 12,351 2.0 %41.72 
Lackland Air Force Base703 39,372 6.5 %56.03 
Navy Support152 3,865 0.6 %25.46 
Redstone Arsenal296 6,864 1.1 %23.09 
Data Center Shells-Unconsolidated JV Properties121 170 — %14.09 
Regional Office82 3,187 0.5 %38.91 
20253,396 130,639 21.5 %39.71 
Ft Meade/BW Corridor805 31,938 5.2 %39.69 
NoVA Defense/IT66 2,206 0.4 %33.18 
Lackland Air Force Base250 12,565 2.1 %50.26 
Navy Support177 5,953 1.0 %33.69 
Redstone Arsenal29 728 0.1 %25.36 
Data Center Shells-Unconsolidated JV Properties446 801 0.1 %17.98 
Regional Office162 5,923 1.0 %36.64 
20261,935 60,115 9.9 %39.22 
Ft Meade/BW Corridor647 24,018 3.9 %37.11 
NoVA Defense/IT190 6,229 1.0 %32.73 
Navy Support185 7,340 1.2 %39.73 
Redstone Arsenal160 4,299 0.7 %26.81 
Data Center Shells-Unconsolidated JV Properties364 486 0.1 %13.36 
Regional Office96 4,062 0.7 %41.89 
20271,642 46,436 7.6 %35.28 
Thereafter
Consolidated Properties7,921 256,375 42.2 %31.68 
Unconsolidated JV Properties2,819 4,510 0.7 %16.00 
Core Portfolio21,405 $608,659 100.0 %$34.38 
21


Segment of Lease and Year of Expiration (2)Square Footage of Leases ExpiringAnnualized 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 Portfolio21,405 $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 Portfolio17,230 $610,680 
Unconsolidated JV Properties4,295 $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.

chart-b6bd95d84fda4f3e824a.jpg
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 ExpiringAnnualized 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 Corridor391 $13,495 2.2 %$34.42 
NoVA Defense/IT30 1,026 0.2 %34.30 
Navy Support18 456 0.1 %25.66 
Q3 2023439 14,977 2.5 %34.06 
Ft Meade/BW Corridor295 12,708 2.1 %43.15 
NoVA Defense/IT48 1,561 0.3 %32.79 
Navy Support18 488 0.1 %26.75 
Regional Office30 1,251 0.2 %41.77 
Q4 2023391 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)
TenantTotal
Annualized
Rental Revenue (2)
%
of Total
Annualized 
Rental Revenue (2)
Occupied Square FeetWeighted Average Remaining Lease Term (3)
United States Government(4)$222,617 36.1 %5,286 3.7 
Fortune 100 Company40,063 6.5 %5,575 7.8 
General Dynamics Corporation33,486 5.4 %729 3.3 
The Boeing Company14,896 2.4 %443 3.2 
Northrop Grumman Corporation14,692 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)
PropertyProperty SegmentLocation# of PropertiesOperational Square FeetTransaction
Date
% Occupied on Transaction DateTransaction
Value
(in millions)
90% interest in P2 A, B and C (1)Data Center ShellsNorthern Virginia7481/10/23100.0 %$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 CostCost to DateCost to Date Placed in Service
Property and SegmentLocation
Fort Meade/BW Corridor:
550 National Business ParkwayAnnapolis Junction, Maryland186 100%$74,335 $51,085 $— 4Q 234Q 23
Redstone Arsenal:
7000 Redstone Gateway (4)Huntsville, Alabama46 78%12,368 9,042 7,656 3Q 223Q 23
300 Secured GatewayHuntsville, Alabama206 100%67,245 52,849 — 4Q 224Q 23
5300 Redstone GatewayHuntsville, Alabama46 100%20,551 4,177 — 1Q 241Q 24
8100 Rideout RoadHuntsville, Alabama131 20%39,325 23,663 — 3Q 233Q 24
Subtotal / Average429 73%139,489 89,731 7,656 
Data Center Shells:
PS ANorthern Virginia227 100%61,000 44,381 — 3Q 233Q 23
PS BNorthern Virginia193 100%53,000 22,082 — 4Q 234Q 23
Southpoint Phase 2 Bldg ANorthern Virginia225 100%82,500 10,136 — 1Q 251Q 25
Southpoint Phase 2 Bldg BNorthern Virginia193 100%70,500 4,697 — 3Q 253Q 25
Subtotal / Average838 100%267,000 81,296 — 
Total Under Development1,453 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 PropertySquare 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 FeetPrior Year2023Total
Property and Location1st Quarter2nd Quarter
Total 2023
Expedition VII
St. Mary’s County, Maryland
Navy Support62%29 18 11 — 11 29 62%
7000 Redstone Gateway
  Huntsville, Alabama
Redstone Arsenal78%46 21 — 15 15 36 100%
Total Development Placed in Service72%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)
LocationAcres Estimated Developable Square FeetCarrying Amount
Land owned/controlled for future development
Defense/IT Locations:   
Fort Meade/BW Corridor:
National Business Park1441,630
Howard County19290
Other1261,338
Total Fort Meade/BW Corridor289 3,258
NoVA Defense/IT29 1,171
Navy Support3864
Redstone Arsenal (2)3003,400
Data Center Shells10232
Total Defense/IT Locations6668,125
Regional Office10900
Total land owned/controlled for future development676 9,025$189,913 
Other land owned/controlled43 6383,522 
Land held, net7199,663$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 RateEffective Rate
(2)(3)
Amount Outstanding at 6/30/23
Debt
Secured debt2.14.95 %3.55 %$100,955 
Unsecured debt6.43.05 %3.06 %2,096,561 
Total Consolidated Debt6.23.14 %3.08 %$2,197,516 
Fixed rate debt (3)6.62.56 %2.94 %$2,101,516 
Variable rate debt4.26.42 %6.25 %96,000 
Total Consolidated Debt$2,197,516 
Common Equity
Common Shares112,538 
Common Units (4)1,862 
Total Common Shares and Units114,400 
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 & OutlookLatest Affirmation
FitchBBB-Stable9/28/22
Moody’sBaa3Stable1/17/23
S&PBBB-Stable8/12/22
chart-6cc146dc3c784b9dbfba.jpgchart-f2e29f0c96b4424e913a.jpg
29

Corporate Office Properties Trust
Summary of Outstanding Debt as of 6/30/23
(dollars in thousands)
Unsecured DebtStated RateAmount OutstandingMaturity DateSecured DebtStated RateAmount OutstandingBalloon Payment Due Upon MaturityMaturity Date
Revolving Credit FacilitySOFR+
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 20262.25%400,000 Mar-264000 & 4100 Market Street and 8800 Redstone Gateway (2)(3) SOFR
+0.10%+1.55%
22,625 $22,100 Mar-25(5)
2.00% due 20292.00%400,000 Jan-29
2.75% due 20312.75%600,000 Apr-31M Square:
2.90% due 20332.90%400,000 Dec-335825 & 5850 University Research Court (3) 3.82%38,750 $35,603 Jun-26
Subtotal - Senior Unsecured Notes2.51%$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 MaturitySOFR+
0.10%+1.30%
$125,000 Jan-26(2)(6)Total Secured Debt4.95%$100,955 
Other Unsecured Debt0.00%561 May-26
Total Unsecured Debt3.05%$2,096,561 
Debt Summary
Total Unsecured Debt3.05%$2,096,561 
Total Secured Debt4.95%100,955 
Consolidated Debt3.14%$2,197,516 
Debt per balance sheet$2,176,174 
Net discounts and deferred financing costs21,342 
Consolidated Debt2,197,516 
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)

chart-8200367d43d145429d2a.jpg
chart-c2f033d123594c27959a.jpgchart-716913503eb9480583ea.jpg
(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)RequiredLine 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> 1.5x5.1xAdjusted EBITDA / Fixed Charges> 1.5x4.7x
Unencumbered Assets / Unsecured Debt> 150%258.8%Unsecured Debt / Unencumbered Assets< 60%36.5%
Unencumbered Adjusted NOI / Unsecured Interest Expense> 1.75x5.2x
Debt Ratios (All coverage computations include discontinued operations)Page Refer.Unencumbered Portfolio Analysis
GAAP# of unencumbered properties166 
Debt per balance sheet6$2,176,174 % of total portfolio86 %
Total assets6$4,246,346 Unencumbered square feet in-service19,023 
Debt to assets51.2 %% of total portfolio83 %
Net income7$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 operations96 %
Interest expense7$16,519 Adjusted EBITDA from unencumbered real estate operations$85,428 
Net income to interest expense ratio1.9 x% of total adjusted EBITDA from real estate operations96 %
Unencumbered adjusted book$5,554,011 
Non-GAAP% of total adjusted book95 %
Net debt38$2,234,633 
Adjusted book38$5,825,895 
Net debt to adjusted book38.4 %
Net debt adj. for fully-leased development38$2,045,226 
In-place adjusted EBITDA11$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 ratio5.7 x
Denominator for debt service coverage37$16,806 
Denominator for fixed charge coverage37$18,000 
Adjusted EBITDA11$89,044 
Adjusted EBITDA debt service coverage ratio5.3 x
Adjusted EBITDA fixed charge coverage ratio4.9 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 PropertiesOperational
Square Feet
% Occupied% LeasedThree Months EndedSix Months EndedTotal 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 / Average2,550 90.5%94.5%$11,265 $21,759 $742,995 $100,955 
 
        
Non-operating PropertiesEstimated Developable Square FeetTotal Assets (2)Venture Level Debt OutstandingCOPT Nominal Ownership %
Suburban Maryland:    
M Square Research Park348 $5,899 $— 50%
Huntsville, Alabama:    
Redstone Gateway (5)3,793 181,088 — 85%(3)
Total4,141 $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.
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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 Properties24 
Square Feet4,295 
% Occupied100 %
COPT’s share of ARR$6,679 
Balance sheet informationTotalCOPT’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 EndedSix Months Ended
Operating information TotalCOPT’s Share (4)TotalCOPT’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.



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Corporate Office Properties Trust
Supplementary Reconciliations of Non-GAAP Measures
(in thousands)
 Three Months EndedSix Months Ended
 6/30/233/31/2312/31/229/30/226/30/226/30/236/30/22
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 operations37,600 36,995 36,907 35,247 34,812 74,595 69,076 
Construction contract and other service expenses13,555 15,201 23,454 33,555 41,304 28,756 92,954 
General and administrative expenses7,287 7,996 7,766 6,558 6,467 15,283 13,137 
Leasing expenses2,345 1,999 2,235 2,340 1,888 4,344 3,762 
Business development expenses and land carry costs726 495 1,157 552 701 1,221 1,484 
Interest expense16,519 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)
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 expense190 125 223 67 315 157 
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 operations95,024 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 expenses146 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 operations86,254 84,452 84,795 84,485 83,607 170,706 165,033 
Straight line rent adjustments and lease incentive amortization1,232 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.
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Corporate Office Properties Trust
Supplementary Reconciliations of Non-GAAP Measures (continued)
(in thousands)
 Three Months EndedSix Months Ended
 6/30/233/31/2312/31/229/30/226/30/226/30/236/30/22
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 revenue153,682 150,560 150,022 146,481 142,277 304,242 285,646 
Other property revenue1,271 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 $— $$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 EndedSix Months Ended
 6/30/233/31/2312/31/229/30/226/30/226/30/236/30/22
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 derivatives791 773 423 236 233 1,564 464 
Denominator for interest coverage16,060 15,965 16,008 14,207 13,892 32,025 27,345 
Scheduled principal amortization746 790 864 851 844 1,536 1,618 
Denominator for debt service coverage16,806 16,755 16,872 15,058 14,736 33,561 28,963 
Capitalized interest1,194 770 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 units433 430 406 406 407 863 811 
Dividends and distributions on restricted shares and units204 215 134 140 135 419 293 
Total dividends and distributions for GAAP payout ratio32,632 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)
6/30/233/31/2312/31/229/30/226/30/22
Total assets$4,246,346 $4,177,992 $4,257,275 $4,269,329 $4,185,193 
Accumulated depreciation1,334,066 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 costs226,555 224,791 222,779 221,646 218,560 
COPT’s share of liabilities of unconsolidated real estate JVs60,724 60,734 52,404 27,272 27,296 
COPT’s share of accumulated depreciation and amortization of unconsolidated real estate JVs7,800 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 debt2,234,633 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/AN/A(189,000)N/AN/A
Pro forma net debt2,234,633 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.
38

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
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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.
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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.
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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 RELEASEIR Contacts: 
 Venkat Kommineni, CFAMichelle Layne
 443-285-5587443-285-5452
 venkat.kommineni@copt.commichelle.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, 2023Year Ending December 31, 2023
LowHighLowHigh
Diluted EPS$0.26 $0.28 $1.49 $1.53 
Real estate-related depreciation and amortization0.33 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,
 2023202220232022
Revenues  
Lease revenue$153,682 $142,277 $304,242 $283,666 
Other property revenue1,271 969 2,392 1,860 
Construction contract and other service revenues14,243 42,557 30,063 95,757 
Total revenues169,196 185,803 336,697 381,283 
Operating expenses  
Property operating expenses61,600 54,116 121,020 111,297 
Depreciation and amortization associated with real estate operations37,600 34,812 74,595 69,076 
Construction contract and other service expenses13,555 41,304 28,756 92,954 
General and administrative expenses7,287 6,467 15,283 13,137 
Leasing expenses2,345 1,888 4,344 3,762 
Business development expenses and land carry costs726 701 1,221 1,484 
Total operating expenses123,113 139,288 245,219 291,710 
Interest expense(16,519)(14,808)(32,961)(29,232)
Interest and other income, net2,143 1,593 4,399 3,802 
Gain on sales of real estate14 (19)49,392 (4)
Loss on early extinguishment of debt— — — (342)
Income from continuing operations before equity in income of unconsolidated entities and income taxes31,721 33,281 112,308 63,797 
Equity in income of unconsolidated entities111 318 47 1,206 
Income tax expense(190)(4)(315)(157)
Income from continuing operations31,642 33,595 112,040 64,846 
Discontinued operations— — — 29,573 
Net Income31,642 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 - basic112,188 112,082 112,157 112,052 
Dilutive effect of share-based compensation awards426 429 418 427 
Dilutive effect of redeemable noncontrolling interests62 126 77 129 
Weighted average common shares - diluted112,676 112,637 112,652 112,608 
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,
 2023202220232022
Net income $31,642 $33,595 $112,040 $94,419 
Real estate-related depreciation and amortization37,600 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 JVs805 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)(58)(2)
Diluted FFO adjustments allocable to share-based compensation awards37 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 costs248 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 comparability68,569 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 capitalized2,213 2,154 3,946 4,265 
Amortization of deferred financing costs628 541 1,260 1,138 
Amortization of net debt discounts, net of amounts capitalized622 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 assets51.2 %52.4 %
Net debt to adjusted book38.4 %39.8 %
Core Portfolio Data (as of period end)  
Number of operating properties192 192 
Total operational square feet (in thousands)22,878 22,849 
% Occupied93.6 %92.8 %
% Leased95.0 %95.3 %
For the Three Months Ended June 30,For the Six Months Ended June 30,
2023202220232022
GAAP    
Payout ratio:
Net income103.1 %93.4 %58.3 %66.5 %
Debt ratios:
Net income to interest expense ratio1.9 2.3 3.4 3.2 
Debt to net income ratio17.2 16.2 N/AN/A
Non-GAAP
Payout ratios:
Diluted FFO47.5 %46.3 %47.7 %47.0 %
Diluted FFO, as adjusted for comparability47.3 %46.3 %47.6 %46.8 %
Diluted AFFO70.5 %62.0 %76.6 %63.2 %
Debt ratios:
Adjusted EBITDA fixed charge coverage ratio4.9 5.3 5.0 5.3 
Net debt to in-place adjusted EBITDA ratio6.3 6.4 N/AN/A
Net debt adj. for fully-leased development to in-place adj. EBITDA ratio5.7 5.8 N/AN/A
Reconciliation of denominators for per share measures 
Denominator for diluted EPS112,676 112,637 112,652 112,608 
Weighted average common units1,514 1,476 1,502 1,430 
Denominator for diluted FFO per share and as adjusted for comparability114,190 114,113 114,154 114,038 



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,
 2023202220232022
Numerators for Payout Ratios
Dividends on unrestricted common and deferred shares$31,995 $30,842 $63,984 $61,679 
Distributions on unrestricted common units433 407 863 811 
Dividends and distributions on restricted shares and units204 135 419 293 
Total dividends and distributions for GAAP payout ratio32,632 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 expense16,519 14,808 32,961 29,232 
Income tax expense190 315 157 
Real estate-related depreciation and amortization37,600 34,812 74,595 69,076 
Other depreciation and amortization609 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 JVs1,559 760 3,263 1,518 
EBITDAre88,105 84,550 174,993 167,001 
Loss on early extinguishment of debt— — — 342 
Net gain on other investments— — (564)
Credit loss expense (recoveries) 238 225 305 (91)
Business development expenses394 385 635 711 
Executive transition costs307 137 554 137 
Adjusted EBITDA89,044 85,298 $176,487 $167,536 
Pro forma NOI adjustment for property changes within period56 127 
Change in collectability of deferred rental revenue28 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 improvements2,766 6,751 4,907 13,583 
Leasing costs3,542 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,
 2023202220232022
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 derivatives791 233 1,564 464 
Scheduled principal amortization746 844 1,536 1,618 
Capitalized interest1,194 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 operations37,600 34,812 74,595 69,076 
Construction contract and other service expenses13,555 41,304 28,756 92,954 
General and administrative expenses7,287 6,467 15,283 13,137 
Leasing expenses2,345 1,888 4,344 3,762 
Business development expenses and land carry costs726 701 1,221 1,484 
Interest expense16,519 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)
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 entities1,671 1,080 3,313 2,160 
Income tax expense190 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 operations95,024 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 operations86,254 83,607 170,706 165,033 
Straight line rent adjustments and lease incentive amortization1,232 (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 depreciation1,334,066 1,267,434 
Accumulated depreciation included in assets held for sale— 6,014 
Accumulated amortization of intangibles on property acquisitions and deferred leasing costs226,555 222,779 
COPT’s share of liabilities of unconsolidated real estate JVs60,724 52,404 
COPT’s share of accumulated depreciation and amortization of unconsolidated real estate JVs7,800 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 costs21,342 23,160 23,857 
COPT’s share of unconsolidated JV gross debt52,364 52,100 26,250 
Gross debt2,249,880 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 debt2,234,633 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 proceedsN/A(189,000)N/A
Pro forma net debt2,234,633 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
v3.23.2
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

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