CORPORATE OFFICE

PROPERTIES TRUST

Strength & Reliability During

COVID-19 Crisis

April 15, 2020

2

Table of Contents

I. Overview………………………………………………………………..Page 4

II. Response to COVID-19................................................................Page 6

III. Leasing Update………..........................................………..….…...Page 9

IV. Development Pipeline…..………………………………….……….Page 14

V. Liquidity…………………………………………………………..…...Page 17

VI. Risks……………………………………………………………………Page 21

VII. Conclusion……………………………………………………….…...Page 23

VIII. Appendices…...………………………………………………………Page 25

A. Definitions & Glossary

B. Reconciliations

3

Safe HarborUnless otherwise noted, information in this presentation represents the Company’s consolidated portfolio as

of or for the quarter ended December 31, 2019.

This presentation 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.

These statements may include, without limitation, statements regarding: our belief that we are well-positioned

to maintain relative normal operations through the COVID-19 crisis; our expectations as to renewal leasing,

rent relief requests, development leasing and development projects; our liquidity situation; and our dividend.

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 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, 2019, as well as risks associated with the impact of the global outbreak of the coronavirus (COVID-19),

such as: potential adverse impacts on our tenants that may ultimately impact their ability to pay rent to us on

time or at all; steps that have been and may be taken by national, state and local governmental authorities,

including ongoing and potential future temporary closure requirements and uncertainty regarding the duration

of these requirements; potential challenges to our development operations caused by supply chain

disruptions; and potential impacts of the outbreak on our access to capital.

4

I. Results for 4Q & FY 2018I. Overview

5

Overview

» Existing operations – all COPT buildings are open and operating

▪ Renewal leasing advancing as expected

▪ Rent relief requests as a percent of core portfolio annualized rental

revenue (“ARR”) are minimal

» Development leasing – modest processing delays, but still advancing

» Development projects – deliveries seeing no material delays

▪ Supply chain is predominantly based in North America

» Balance sheet – ample liquidity & access to equity via additional data

center shell joint ventures

» Dividend – well-covered

COPT’s Operations Not Materially Impacted by COVID-19*

*As of April 14, 2020

6

I. Results for 4Q & FY 2018II. Response to COVID-19

7

COPT: Open for Business

» At December 31, 2019, we derived 88% of our core portfolio ARR

from Defense/IT Locations, that support the U.S. Government and

its contractors, most of whom are engaged in national security and

defense/IT operations

» We derive 12% of core portfolio ARR from our Regional Office

properties, which include tenants in the financial services, health

care & public health sectors

» Accordingly, COPT’s properties are deemed to be 100% essential

and are fully operational (though with fewer cars in the parking lots)

8

Team Safety

» We implemented a defensive posture with employees

▪ Most HQ employees working from home

▪ Company’s existing remote-IT infrastructure is very robust and

performing well

» COPT’s property-level building technicians & maintenance

employees remain at properties

▪ Personal Protective Equipment (“PPE”)

▪ Social distancing

▪ More frequent cleaning

Protecting employees while remaining fully operational

9

I. Results for 4Q & FY 2018III. Leasing Update

10

Leasing Update

» 2020 Large Leases = No Change

▪ 1 contractor & 1 USG lease renewed

in 1Q (281,000 SF)

▪ As expected, tenant at 6721

Columbia Gateway Drive did not

renew (131,000 SF)

▪ One floor already back-filled

» 2021 Large Leases = No Change

▪ 3-building Boeing campus at

Redstone Gateway expected to

renew

▪ Contractor at NBP also expected to

renew

Renewal Leasing: No change in outlook

2020

Large Leases

#

Leases SF

%

Renewal

Expected

▪ USG 3 375,000 100%

▪ Contractor(s) 2 288,000 49%

▪ Commercial -- -- --

5 663,000 80%

2021

Large Leases

#

Leases SF

%

Renewal

Expected

▪ USG -- -- --

▪ Contractor(s) 4 493,000 100%

▪ Commercial -- -- --

4 493,000 100%

» Renewal rate expectation of 70–75% in 2020 is unchanged

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Leasing Update

» To date, tenants representing <1% of our core portfolio

ARR have requested short-term rent relief related to

COVID-19

▪ Zero requests by U.S. Government tenants or major defense

contractors

▪ Most requests are from food and entertainment tenants that

amenitize our office parks

Tenant Rent Relief Requests are Low

*As of April 14, 2020

12

Leasing Update

» Development Leasing ─ on-track for 1 million SF in 2020

▪ Five deals expected to sign in March slipped into second quarter

▪ Discussions & negotiations commenced before COVID-19 continue

to advance, albeit more slowly

Development Leasing Largely Unchanged

13

Leasing Update

» Vacancy Leasing ─ strong demand, temporary

disruption expected

▪ Solid 1Q20 volume achieved

» New showings generally shut down

▪ Risk of timing delays to 2Q20 volume

▪ Expect “flurry” of activity after shutdown

Vacancy Leasing: Timing Less Certain

14

I. Results for 4Q & FY 2018IV. Development Pipeline

15

Development Pipeline

» Construction activities are “essential”; work continues unabated

» COPT’s developments advancing with no COVID-19 delays yet

» Risk of delays in jurisdictional permitting & inspections

No delays to-date; few anticipated*

SF Shell Completion 2020 2021 2022 Total

%

Leased

▪ MD 102,000 -- -- 102,000 25%

▪ AL 756,000 -- -- 756,000 58%

▪ DC 190,000 -- -- 190,000 53%

▪ VA

▪ Data Shells

▪ USG

720,000

--

230,000

--

--

348,000

950,000

348,000

100%

100%

Total at 1/31/20 1,768,000 230,000 348,000 2,346,000 79%

*As of April 14, 2020

16

Development Pipeline

» We source ~95% of materials from within the U.S.

and/or Canada/Mexico*

▪ Any materials sourced from China or Europe (~5%) can be

replaced with North America-sourced materials in the future

(likely at moderately higher cost)

» Delivery of some interior finish materials in the U.S.

were delayed by state-level factory shutdowns and/or

labor quarantines

▪ Issues resolved thus far; others may surface

COPT’s supply-chain essentially uninterrupted

*USG developments require us to procure following Federal Acquisition Regulations & Buy America Act.

17

I. Results for 4Q & FY 2018V. Liquidity

18

Capital Plan

» 2020 plan assumes we raise $70–$90 million of equity

» Intend to expand joint venture program

» Worst Case ─ If we raise no equity in 2020,our net debt

to in-place adjusted EBITDA increases by 0.2–0.3x at

year-end

COPT’s 2020 Plan requires little equity

19

Balance Sheet

» 2019 AFFO less dividends paid

totaled $52 million of liquidity

▪ We expect 2020 AFFO less

dividends to be higher than 2019

as a result of developments

expected to be placed into service

» Placed $23 million mortgage loan

on three Redstone Gateway

developments in March

» Amended 2015 Term Loan in

early March:

▪ Expanded amount by $150 million

▪ Lowered overall rate by 25 bps

Ample liquidity to bridge an extended crisis

Sources

▪ 2019 AFFO - Dividend (a) $52

▪ March-2020 Redstone

mortgage23

▪ 2100 L construction loan 50

▪ Cash & Unsecured line of

credit (b)130–160

▪ Equity 70–90

$325–$375

Uses

▪ Development investment $325–$375

2020 Plan:

a. Does not include the benefit of additional cash flow from

developments expected to be placed in service during 2020.

b. At December 31, 2019, we had $623 million of availability on our

line of credit.

20

Dividend is Well-Covered

» Our $0.275/share quarterly dividend ($1.10/share

annualized) is well-covered by operations

» Our 2020 plan implies a dividend/AFFO payout ratio of

approximately 70%

» Attractive 4.1% yield*

* As of the closing price on April 14, 2020

21

I. Results for 4Q & FY 2018VI. Risks

22

Risks

» The COVID-19 pandemic is not yet over, and

unforeseen changes in demand in our markets may

emerge

» Regional Office segment ─ no material changes in our

outlook;* however:

▪ These 7 buildings (12% of core portfolio ARR) are subject to

traditional office fundamentals and may experience negative

impacts on market demand due to COVID-19

* As of April 14, 2020

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I. Results for 4Q & FY 2018VII. Conclusion

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Conclusion

» COPT employees are physically & virtually on the job

» Development and renewal leasing showing no major

changes

» Tenant requests for rent relief are minor

» Development pipeline on-track to deliver essentially as

planned

» Ample liquidity to deliver 2.3 million SF development

pipeline

Our ability to execute 2020 Plan remains intact*

*As of April 14, 2020

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VIII. Appendices

A. Definitions & Glossary

B. Reconciliations

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A. Definitions & Glossary» Adjusted EBITDA – net income (loss) adjusted for the effects of interest expense, depreciation and amortization, gain

on sales and impairment losses of real estate, gain or loss on early extinguishment of debt, net gain (loss) on other

investments, operating property acquisition costs, gain (loss) on interest rate derivatives, income taxes, business

development expenses, demolition costs on redevelopment and nonrecurring improvements, executive transition costs,

certain other expenses that we believe are not closely correlated with our operating performance, and excluding the

effect of properties that served as collateral for debt in default that we extinguished via conveyance of such properties.

Adjusted EBITDA also includes adjustments to net income for the effects of the items noted above pertaining to

unconsolidated real estate JVs that were allocable to our ownership interest in the JV.

» AFFO less dividends – Diluted AFFO less dividends included in the computation of the payout ratio based on Diluted

AFFO.

» Annualized Rental Revenue – the monthly contractual base rent as of the reporting date multiplied by 12, plus the

estimated annualized expense reimbursements under existing leases for occupied space. With regard to properties

owned through unconsolidated real estate joint ventures, we include the portion of Annualized Rental Revenue allocable

to COPT’s ownership interest.

» Basic FFO available to common share and common unit holders (“Basic FFO”) – FFO adjusted to subtract

(1) preferred share dividends, (2) income attributable to non-controlling 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 non-controlling 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”).

» Core Portfolio – Defense/IT Locations and Regional Office properties.

» Defense/IT Locations – properties 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.

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A. Definitions & Glossary» Diluted adjusted funds from operations available to common share and common unit holders (“Diluted AFFO”) –

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.

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

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

as adjusted for comparability”) – 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; demolition costs on redevelopment and nonrecurring

improvements; executive transition costs; accounting charges for original issuance costs associated with redeemed

preferred shares; and certain other expenses that we believe are not closely correlated with our operating performance.

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.

» EBITDA – see Adjusted EBITDA

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A. Definitions & Glossary» In-place adjusted EBITDA – Defined as Adjusted EBITDA, as further adjusted for: (1) the removal of NOI pertaining to

properties in the quarterly periods in which such properties were disposed or removed from service; (2) the addition of pro

forma adjustments to NOI for (a) properties acquired or placed in service subsequent to the commencement of a quarter

made in order to reflect a full quarter of ownership/operations and (b) significant mid-quarter occupancy changes

associated with properties recently placed in service with no occupancy; and (3) certain adjustments to deferred rental

revenue associated with changes in our assessment of collectability that we believe are not closely correlated with our

operating performance. The measure also includes adjustments to Adjusted EBITDA for the effects of the items noted

above pertaining to unconsolidated real estate JVs that were allocable to our ownership interest in the JVs.

» Net debt – 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

and debt in default that was extinguished via conveyance of properties. 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.

» Net debt to in-place adjusted EBITDA ratio and Net debt plus preferred equity to in-place adjusted EBITDA ratio

– Net debt (defined above) or Net debt plus preferred equity 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”) – Includes: consolidated real estate revenues; consolidated

property operating expenses; 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.

» 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.

» Regional Office Properties – office properties located in select urban/urban-like submarkets in the Greater Washington,

DC/Baltimore region with durable Class-A office fundamentals and characteristics.

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A. Definitions & Glossary» Replacement capital expenditures – 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.

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B. ReconciliationsReconciliation of AFFO less dividends

Year

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

12/31/2019

Net income 200,004$

Real estate-related depreciation and amortization 137,069

Impairment losses on real estate 329

Gain on sales of real estate (105,230)

Depreciation and amortization on unconsolidated real estate JVs 2,703

FFO - per Nareit 234,875

Noncontrolling interests - preferred units in the Operating Partnership (564)

FFO allocable to other noncontrolling interests (5,024)

Basis and diluted FFO allocable to share-based compensation awards (905)

Basic FFO available to common share and common unit holders 228,382

Redeemable noncontrolling interests 132 Diluted FFO available to common share and common unit holders 228,514

Demolition costs on redevelopment and nonrecurring improvements 148

Executive transition costs 4

Non-comparable professional and legal expenses 681

Diluted FFO comparability adjustments allocable to share-based compensation awards (3)

Diluted FFO available to common share and common unit holders, as adjusted for comparability 229,344

Straight line rent adjustments and lease incentive amortization 255

Amortization of intangibles included in NOI (221)

Share-based compensation, net of amounts capitalized 6,728

Amortization of deferred financing costs 2,136

Amortization of net debt discounts, net of amounts capitalized 1,503

Accum. other comprehensive loss on derivatives amortized to expense 79

Replacement capital expenditures (63,789)

Other diluted AFFO adjustments associated with real estate JVs 212

Diluted AFFO available to common share and common unit holders (“diluted AFFO”) 176,247

Common share dividends - unrestricted shares and deferred shares (122,823)

Common unit distributions - unrestricted units (1,405)

AFFO less dividends 52,019$

6711 Columbia Gateway Drive, Suite 300, Columbia, Maryland 21046

443.285.5400 / www.copt.com / NYSE: OFC

CORPORATE OFFICE

PROPERTIES TRUST