Corporate Office Properties Trust Reports 2006 Fourth Quarter and Year End Results

COLUMBIA, Md.--(BUSINESS WIRE)--

Corporate Office Properties Trust (COPT) (NYSE:OFC) announced today financial and operating results for the full year and quarter ended December 31, 2006.

Shareholder Return

The Company's shareholders earned a total return of 46% for the year 2006, the sixth highest among all publicly traded office REITs. For the past five years, the Company's shareholders earned a total return of 426%, the second highest five year return among all publicly traded office REITs based on numbers compiled by NAREIT as of December 31, 2006. These return computations include the re-investment of dividends on the ex-dividend date and share price appreciation.

    2006 Highlights

    --  9.5% increase in Earnings per Share ("EPS") diluted to $.69
        for year ended 2006 from $.63 per share diluted for the year
        ended 2005.

    --  2.7% increase in Funds from Operations ("FFO") per diluted
        share to $1.91 for the year ended 2006 from $1.86 for 2005,
        including the $.08 accounting charge for the write-off of
        issuance costs from Series E and F preferred shares at
        redemption. Excluding the $.08 accounting charge, 2006 FFO
        would have been $1.99 per diluted share, as adjusted, or an
        increase of 7.0%.

    --  $180.1 million in acquisitions for 1.0 million square feet and
        over 980 acres of land.

    --  $88.3 million in dispositions, representing 689,000 square
        feet.

    --  793,000 square feet of development projects placed into
        service, that were 94.6% leased at December 31, 2006.

    --  92.8% occupied and 95.5% leased for our wholly-owned portfolio
        as of December 31, 2006.

    --  Redeemed all 1,150,000 outstanding 10.25% Series E preferred
        shares and all 1,425,000 outstanding 9.875% Series F preferred
        shares.

    --  $164.7 million in equity raised through the issuance of 2.0
        million common shares and 3,390,000 shares of 7.625% Series J
        Cumulative Redeemable Preferred Shares.

    --  $200.0 million in debt raised through the issuance of 3.5%
        Exchangeable Senior Notes.

    --  55.4% renewal rate on expiring leases for the year, 1.1
        million square feet renewed with an average capital cost of
        $3.27 per square foot.

    --  60.3% Diluted FFO payout ratio, 79.9% Diluted Adjusted Funds
        from Operations ("AFFO") payout ratio for the year.

    --  10.7% increase in quarterly common dividend during September
        2006.

"We made great strides during 2006 and are now well positioned for strong growth in 2007. We strengthened our team, continued to increase our land control in strategic locations, leased close to 1.0 million square feet of development space and strengthened our financial position by substantially reducing our floating rate debt," stated Randall M. Griffin, President and CEO, Corporate Office Properties Trust.

    Fourth Quarter 2006 Highlights

    --  EPS diluted of $.08 for the fourth quarter of 2006 as compared
        to $.16 per diluted share for the fourth quarter of 2005.

    --  FFO per diluted share was $.48 for the fourth quarter 2006,
        equal to the $.48 per diluted share earned for fourth quarter
        2005. Included in FFO is a $.04 accounting charge for the
        write off of issuance costs associated with the Series F
        Preferred redemption. Without this accounting charge, FFO per
        diluted share would have been $.52 for the fourth quarter
        2006, or an increase of 8.3%.

    --  Acquired 500 of the 591 acres at Fort Ritchie, the former
        United States Army base located in Washington County, Maryland
        for $5.0 million, adjusted pro rata for the property holdback.
        The balance of the site will be acquired during 2007, and in
        total can support 1.7 million square feet of office
        development and 673 residential units.

    --  831,000 square feet under construction in 8 buildings that are
        79.5% leased at December 31, 2006.

    --  1.3 million square feet under development in 13 buildings at
        December 31, 2006.

    --  Closed on a $146.5 million ten-year non-recourse loan, with
        interest only payments at a fixed rate of 5.43%.

    --  4.6% increase in Same Property NOI on a cash basis,
        representing 133 properties and 78.8% of the portfolio.

    Financial Results

EPS for the year ended December 31, 2006 totaled $.69 per diluted share and net income available to common shareholders totaled $29.9 million, as compared to $.63 per diluted share, and $24.4 million net income available to common shareholders for the year ended December 31, 2005. Included in 2006 net income is approximately $14.8 million in gain on sale of real estate properties net of minority interests, compared to a gain on sale net of minority interests of $3.8 million in 2005. Also included in 2006 net income is an accounting charge of $3.9 million, or $.09 per share, for the write-off of initial issuance costs related to the Series E and F preferred share redemptions.

For the quarter ended December 31, 2006, EPS totaled $.08 per diluted share and net income available to common shareholders totaled $3.7 million, as compared to $.16 per diluted share and $6.6 million net income available to common shareholders for the quarter ended December 31, 2005. Included in fourth quarter 2006 net income is an accounting charge of $2.1 million, or $.05 per share, for the write-off of initial offering costs related to the Series F preferred share redemption.

Diluted FFO for the year ended December 31, 2006 totaled $98.9 million, or $1.91 per diluted share, as compared to $88.8 million, or $1.86 per diluted share, for the year ended December 31, 2005, representing a 2.7% increase on a per share basis. 2006 FFO included an $.08 accounting charge for the write-off of issuance costs from Series E and F preferred share redemptions. Excluding the $.08 accounting charge, 2006 FFO would have been $1.99 per diluted share, as adjusted, or an increase of 7.0%.

The Company's diluted FFO for the three months ended December 31, 2006 totaled $25.1 million, or $.48 per diluted share, as compared to $23.8 million, or $.48 per diluted share, for the three months ended December 31, 2005, representing no change on a per share basis. Included in the FFO per diluted share is a $2.1 million accounting charge associated with the Series F preferred share redemption. Without this accounting charge, FFO per diluted share, as adjusted, would have been $0.52 per share, representing an increase of 8.3%.

Diluted FFO payout ratio was 60.3% for the year ended 2006 compared to 56.3% for the comparable 2005 period. The Company's diluted FFO payout ratio for the three months ended December 31, 2006 was 63.5%, as compared to 57.0% for the year ended 2005.

Diluted AFFO for the year ended December 31, 2006 totaled $74.7 million, as compared to $63.4 million for the year ended December 31, 2005, representing an increase of 17.8%. Diluted AFFO payout ratio was 79.9% for year ended 2006, compared to 78.8% for the year ended 2005.

Diluted AFFO for the three months ended December 31, 2006 totaled $17.7 million, as compared to $15.9 million for the three months ended December 31, 2005, representing a 11.3% increase. The Company's diluted AFFO payout ratio for the three months ended December 31, 2006 was 89.9%, as compared to 85.3% for the year ended 2005. A reconciliation of non GAAP measures to the comparable GAAP measures are included in the tables that follow the text of this press release.

Revenues from real estate operations in continuing operations for the year ended December 31, 2006 were $301.3 million, as compared to the year ended December 31, 2005 of $242.1 million. As of December 31, 2006, the Company had a total market capitalization of $4.3 billion, with $1.5 billion in debt outstanding, equating to a 34.9% debt-to-total market capitalization ratio. The Company's total quarterly weighted average interest rate was 6.0%. The Company had 88.3% of total debt subject to fixed interest rates.

For the fourth quarter 2006, EBITDA interest coverage ratio was 2.71x, and the EBITDA fixed charge ratio was 2.24x.

Operating Results

At December 31, 2006, the Company's wholly-owned portfolio of 170 office properties totaling 15.1 million square feet, was 92.8% occupied and 95.5% leased. The weighted average remaining lease term for the portfolio was 5.0 years and the average rental rate (including tenant reimbursements) was $20.90 per square foot.

During 2006, the Company leased 2.9 million square feet including 1.8 million square feet of renewed and retenanted space, 250,000 square feet of previously unoccupied space and 922,000 square feet of new development space.

For the year, the Company renewed 1.1 million square feet or 55.4% of leases expiring (based on square footage), at an average capital cost of $3.27 per square foot. For the 1.8 million square feet renewed and retenanted during the year, total rent increased 7.6% on a straight-line basis, as measured from the GAAP straight-line rent in effect preceding the renewal date. Total rent increased 0.5%, on a cash basis. The average capital cost for the renewed and retenanted space was $11.04 per square foot.

For the quarter ended December 2006, 181,000 square feet was renewed, equating to a 34.3% renewal rate, at an average capital cost of $5.49 per square foot. Total rent on renewed space decreased 6.5% on a straight-line basis and 13.2% on a cash basis. For renewed and retenanted space of 291,000 square feet, total straight-line rent increased 1.0% and total rent on a cash basis decreased 4.6%. The average committed capital cost for renewed and retenanted space was $4.78 per square foot.

Same property Cash Net Operating Income increased 4.6% for fourth quarter 2006 as compared to the comparable 2005 period. The Company's same property portfolio consists of 133 buildings and represents 78.8% of the total square feet owned as of December 31, 2006.

Significant leases signed during the quarter total 417,000 square feet and include entire building leases for:

    --  60,000 square feet at 1055 North Newport Road and 75,000
        square feet at 9965 Federal Drive in Colorado Springs,
        Colorado;

    --  103,000 square feet at 201 Technology Park Drive in Lebanon,
        Virginia;

    --  126,000 square feet at 320 Sentinel Drive (320 NBP) in
        Annapolis Junction, Maryland; and

    --  54,000 square feet at 940 Elkridge Landing Road (Airport
        Square VII) in Linthicum, Maryland.

In addition, the Company signed a 58,000 square foot lease with a large credit worthy tenant for the balance of the building at 15 West Gude Drive in Rockville, Maryland.

The Company recognized lease termination fees of $3.4 million for the quarter, net of write-offs of related straight-line rents and accretion of intangible assets and liabilities, as compared to $1.1 million in the fourth quarter of 2005.

Development Activity

At December 31, 2006, the Company's development pipeline consisted of:

    --  Eight buildings under construction totaling 831,000 square
        feet for a total projected cost of $194.0 million, that are
        79.5% leased.

    --  Thirteen buildings under development totaling 1.3 million
        square feet for a total projected cost of $258.2 million.

    --  Four projects under redevelopment totaling 740,000 square feet
        for a total projected cost of $88.8 million.

The Company's land inventory (wholly owned and joint venture) at December 31, 2006 totaled 1.4 million acres that can support 12.4 million square feet of development.

During the year, the Company placed seven buildings into service, two of which were partially placed into service during 2005, for a total of 793,000 square feet, that were 94.6% leased.

Acquisition Activity

During the year, the Company acquired $180.1 million of property composed of $128.9 million for 7 buildings with a total of 1.1 million square feet, and $51.2 million in land composed of over 980 acres of land that can support 4.6 million square feet of office development. Included in these totals, are the following assets:

    --  400,000 square feet and 44 acres of land with 525,000
        developable square feet in Colorado Springs, Colorado for
        $58.0 million.

    --  31 acres of land with 375,000 developable square feet in San
        Antonio, Texas for $7.2 million.

    --  611,000 square feet and 222 acres of land with 1.4 million
        developable square feet in the Baltimore/Washington Corridor
        for $106.7 million.

    --  500 acres of land with 1.7 million developable square feet of
        office space and 673 residential units known as the former
        Fort Ritchie United States Army base located in Cascade,
        Washington County, Maryland for $5.0 million, adjusted pro
        rata for the property holdback.

    Disposition Activity

During the year, the Company sold 689,000 square feet in 8 buildings for $87.4 million, and 1.6 acres of land for $900,000. Included in these totals, are the following buildings:

    --  335,000 square feet in 3 buildings in the Company's New Jersey
        portfolio, including 1 property held through a 20.0% joint
        venture ownership for $33.8 million.

    --  142,000 square feet in 2 buildings in Suburban Maryland for
        $17.0 million.

    --  212,000 square feet in 2 buildings in Suburban Baltimore for
        $34.1 million.

    Financing and Capital Transactions

    The Company executed the following transactions during the year:

    --  $82.6 million raised through issuance of 2.0 million common
        shares.

    --  Redeemed its 10.25% Series E Cumulative Redeemable Preferred
        Shares and its 9.875% Series F Cumulative Redeemable Preferred
        Shares and recognized a total of $3.9 million for the
        write-off of original issuance costs related to these
        redemptions.

    --  $82.1 million raised through issuance of 7.625% Series J
        Cumulative Redeemable Preferred Shares.

    --  $200.0 million raised through issuance of 3.5% Exchangeable
        Senior Notes.

    --  Increased quarterly dividend 10.7% from $.28 to $.31 per
        share.

    --  Closed a $146.5 million, ten year non-recourse secured loan,
        requiring interest only payments at a fixed rate of 5.43%
        which matures in January 2017.

    Subsequent Events

The Company executed the following transaction subsequent to year end:

    --  Acquired 56 operating properties containing 2.4 million square
        feet that were 84.9% occupied at closing and 187 acres of land
        with a minimum of 2.0 million developable square feet for
        $363.9 million, including approximately $1.4 million in
        transaction costs. The buildings are located in Maryland in
        the submarkets of White Marsh, Columbia, BWI, Towson and Hunt
        Valley. The total price was funded through $182.4 million in
        debt assumption and cash, with the seller receiving $154.9
        million in the form of common shares issued at a deemed value
        of $49.00 per share and $26.6 million in Series K convertible
        preferred shares with a fixed coupon of 5.6%.

    Earnings Guidance

The Company's 2007 guidance remains unchanged. The 2007 EPS guidance is $.39 to $.48 per diluted share and the 2007 FFO guidance is $2.18 to $2.27 per diluted share.

    Conference Call

    The Company will hold an investor/analyst conference call:

    Conference Call and Webcast Date: Thursday, February 15, 2007

    Time: 4:00 p.m. EST

    Dial In Number: 800-500-0177

    Confirmation Code for the call: 8663054

A replay of this call will be available beginning Thursday, February 15, 2007 at 10:00 p.m. EST through Thursday, March 1, 2007 at midnight EST. To access the replay, please call 888-203-1112 and use confirmation code 8663054.

The conference call will also be available via live webcast in the Investor Relations section of the Company's website at www.copt.com. A replay of the conference call will be immediately available via webcast in the Investor Relations section of the Company's website.

Definitions

Please refer to our Form 8K or our website (www.copt.com) for definitions of certain terms used in this press release. Reconciliations of GAAP and non-GAAP measurements are included in the attached tables.

Company Information

Corporate Office Properties Trust (COPT) is a fully integrated, self-managed real estate investment trust (REIT) that focuses on the ownership, management, leasing, acquisition and development of suburban office properties located primarily in submarkets within the Greater Washington, DC region. As of December 31, 2006, the Company owned 188 office properties totaling 15.9 million rentable square feet, which included 18 properties totaling 805,000 square feet held through joint ventures. The Company has implemented a core customer expansion strategy that is built around meeting, through acquisitions and development, the multi-location requirements of the Company's existing strategic tenants. The Company's property management services team provides comprehensive property and asset management to company owned properties and select third party clients. The Company's development and construction services team provides a wide range of development and construction management services for company owned properties, as well as land planning, design/build services, consulting, and merchant development to select third party clients. The Company's shares are traded on the New York Stock Exchange under the symbol OFC. More information on Corporate Office Properties Trust can be found on the Internet at www.copt.com.

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", "expect", "estimate" 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. Accordingly, 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.

Important factors that may affect these expectations, estimates, and projections include, but are not limited to:

    --  the Company's ability to borrow on favorable terms;

    --  general economic and business conditions, which will, among
        other things, affect office property demand and rents, tenant
        creditworthiness, interest rates and financing availability;

    --  adverse changes in the real estate markets including, among
        other things, increased competition with other companies;

    --  risk of real estate acquisition and development, including,
        among other things, risks that development projects may not be
        completed on schedule, that tenants may not take occupancy or
        pay rent or that development or operating costs may be greater
        than anticipated;

    --  risks of investing through joint venture structures, including
        risks that the Company's joint venture partners may not
        fulfill their financial obligations as investors or may take
        actions that are inconsistent with the Company's objectives;

    --  our ability to satisfy and operate effectively under federal
        income tax rules relating to real estate investment trusts and
        partnerships;

    --  governmental actions and initiatives; and

    --  environmental requirements.

The Company undertakes no obligation to update or supplement any forward-looking statements. For further information, please refer to the Company's filings with the Securities and Exchange Commission, particularly the section entitled "Risk Factors" in Item 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2005.

                  Corporate Office Properties Trust
                        Summary Financial Data
                             (unaudited)
            (Amounts in thousands, except per share data)

                                                    Three Months Ended
                                                       December 31,
                                                   -------------------
                                                     2006      2005
                                                   --------- ---------
Revenues
  Real estate revenues                              $81,467   $64,948
  Service operations revenues                        14,844    13,889
                                                   --------- ---------
    Total revenues                                   96,311    78,837
                                                   --------- ---------
Expenses
  Property operating expenses                        25,806    19,313
  Depreciation and other amortization associated
   with real estate operations                       20,081    15,106
  Service operations expenses                        14,220    13,595
  General and administrative expenses                 5,041     3,774
                                                   --------- ---------
    Total operating expenses                         65,148    51,788
                                                   --------- ---------
Operating income                                     31,163    27,049
Interest expense                                    (18,885)  (14,912)
Amortization of deferred financing costs               (948)     (729)
                                                   --------- ---------
Income from continuing operations before equity in
 loss of unconsolidated entities, income taxes and
 minority interests                                  11,330    11,408
Equity in loss of unconsolidated entities               (52)      (88)
Income tax expense                                     (264)      265
                                                   --------- ---------
Income from continuing operations before minority
 interests                                           11,014    11,585
Minority interests in income from continuing
 operations                                          (1,346)   (1,592)
                                                   --------- ---------
Income from continuing operations                     9,668     9,993
(Loss) income from discontinued operations, net of
 minority interests                                     (81)      268
                                                   --------- ---------
Income before gain on sales of real estate            9,587    10,261
Gain on sales of real estate, net                         -        21
                                                   --------- ---------
Net income                                            9,587    10,282
Preferred share dividends                            (3,790)   (3,654)
Issuance costs associated with redeemed preferred
 shares                                              (2,067)        -
                                                   --------- ---------
Net income available to common shareholders          $3,730    $6,628
                                                   ========= =========

Earnings per share "EPS" computation
Numerator:                                           $3,730    $6,628
                                                   ========= =========

Denominator:
Weighted average common shares - basic               42,439    39,297
Dilutive effect of share-based compensation awards    1,641     1,678
                                                   --------- ---------
Weighted average common shares - diluted             44,080    40,975
                                                   ========= =========

EPS
  Basic                                               $0.09     $0.17
                                                   ========= =========
  Diluted                                             $0.08     $0.16
                                                   ========= =========
                  Corporate Office Properties Trust
                        Summary Financial Data
                             (unaudited)
       (Amounts in thousands, except per share data and ratios)

                                                   Three Months Ended
                                                      December 31,
                                                   -------------------
                                                     2006      2005
                                                   --------- ---------

Net income                                           $9,587   $10,282
Add: Real estate-related depreciation and
 amortization                                        19,768    15,410
Add: Depreciation and amortization on
 unconsolidated real estate entities                    345       182
Less: Depreciation and amortization allocable to
 minority interests in other consolidated entities      (41)      (29)
Add (less): Loss (gain) on sales of real estate,
 excluding development portion                           71       (14)
Less: Issuance costs associated with redeemed
 preferred shares                                    (2,067)        -
                                                   --------- ---------
Funds from operations ("FFO")                        27,663    25,831
Add: Minority interests-common units in the
 Operating Partnership                                1,204     1,520
Less: Preferred share dividends                      (3,790)   (3,654)
                                                   --------- ---------
Funds from Operations - basic ("Basic FFO")          25,077    23,697
Add: Restricted common share dividends                    -       107
                                                   --------- ---------
Funds from Operations - diluted ("Diluted FFO")      25,077    23,804
Less: Straight-line rent adjustments                 (2,484)   (2,292)
Less: Recurring capital expenditures                 (6,387)   (5,226)
Less: Amortization of deferred market rental
 revenue                                               (578)     (394)
Add: Issuance costs associated with redeemed
 preferred shares                                     2,067         -
                                                   --------- ---------
Adjusted Funds from Operations - diluted ("Diluted
 AFFO")                                             $17,695   $15,892
                                                   ========= =========

Weighted average shares
  Weighted average common shares                     42,439    39,297
  Conversion of weighted average common units         8,495     8,688
                                                   --------- ---------
  Weighted average common shares/units - basic FFO
   per share                                         50,934    47,985
  Dilutive effect of share-based compensation
   awards                                             1,641     1,902
                                                   --------- ---------
  Weighted average common shares/units - diluted
   FFO per share                                     52,575    49,887
                                                   ========= =========

Diluted FFO per common share                          $0.48     $0.48
                                                   ========= =========
Dividends/distributions per common share/unit         $0.31     $0.28
                                                   ========= =========
Earnings payout ratio                                 356.4%    167.0%
                                                   ========= =========
Diluted FFO payout ratio                               63.5%     57.0%
                                                   ========= =========
Diluted AFFO payout ratio                              89.9%     85.3%
                                                   ========= =========
EBITDA interest coverage ratio                         2.71x     2.82x
                                                   ========= =========
EBITDA fixed charge coverage ratio                     2.24x     2.26x
                                                   ========= =========

Reconciliation of denominators for diluted EPS and
 diluted FFO per share
Denominator for diluted EPS                          44,080    40,975
Weighted average common units                         8,495     8,688
Dilutive effect of additional share-based
 compensation awards                                      -       224
                                                   --------- ---------
Denominator for diluted FFO per share                52,575    49,887
                                                   ========= =========
                  Corporate Office Properties Trust
                        Summary Financial Data
                             (unaudited)
            (Amounts in thousands, except per share data)

                                                        Year Ended
                                                       December 31,
                                                   -------------------
                                                     2006      2005
                                                   --------- ---------
Revenues
  Real estate revenues                             $301,319  $242,073
  Service operations revenues                        60,084    79,234
                                                   --------- ---------
    Total revenues                                  361,403   321,307
                                                   --------- ---------
Expenses
  Property operating expenses                        94,504    72,253
  Depreciation and other amortization associated
   with real estate operations                       78,712    61,049
  Service operations expenses                        57,345    77,287
  General and administrative expenses                16,936    13,534
                                                   --------- ---------
    Total operating expenses                        247,497   224,123
                                                   --------- ---------
Operating income                                    113,906    97,184
Interest expense                                    (71,378)  (54,872)
Amortization of deferred financing costs             (2,847)   (2,229)
                                                   --------- ---------
Income from continuing operations before equity in
 loss of unconsolidated entities, income taxes and
 minority interests                                  39,681    40,083
Equity in loss of unconsolidated entities               (92)      (88)
Income tax expense                                     (887)     (668)
                                                   --------- ---------
Income from continuing operations before minority
 interests                                           38,702    39,327
Minority interests in income from continuing
 operations                                          (4,584)   (5,245)
                                                   --------- ---------
Income from continuing operations                    34,118    34,082
Income from discontinued operations, net of
 minority interests                                  14,377     4,681
                                                   --------- ---------
Income before gain on sales of real estate           48,495    38,763
Gain on sales of real estate, net                       732       268
                                                   --------- ---------
Net income                                           49,227    39,031
Preferred share dividends                           (15,404)  (14,615)
Issuance costs associated with redeemed preferred
 shares                                              (3,896)        -
                                                   --------- ---------
Net income available to common shareholders         $29,927   $24,416
                                                   ========= =========

Earnings per share "EPS" computation
Numerator:                                          $29,927   $24,416
                                                   ========= =========

Denominator:
Weighted average common shares - basic               41,463    37,371
Dilutive effect of share-based compensation awards    1,799     1,626
                                                   --------- ---------
Weighted average common shares - diluted             43,262    38,997
                                                   ========= =========

EPS
  Basic                                               $0.72     $0.65
                                                   ========= =========
  Diluted                                             $0.69     $0.63
                                                   ========= =========
                  Corporate Office Properties Trust
                        Summary Financial Data
                             (unaudited)
       (Amounts in thousands, except per share data and ratios)

                                                        Year Ended
                                                       December 31,
                                                   -------------------
                                                     2006      2005
                                                   --------- ---------

Net income                                          $49,227   $39,031
Add: Real estate-related depreciation and
 amortization                                        78,631    62,850
Add: Depreciation and amortization on
 unconsolidated real estate entities                    910       182
Less: Depreciation and amortization allocable to
 minority interests in other consolidated entities     (163)     (114)
Less: Gain on sales of real estate, excluding
 development portion                                (17,644)   (4,422)
Less: Issuance costs associated with redeemed
 preferred shares                                    (3,896)        -
                                                   --------- ---------
Funds from operations ("FFO")                       107,065    97,527
Add: Minority interests-common units in the
 Operating Partnership                                7,276     5,889
Less: Preferred share dividends                     (15,404)  (14,615)
                                                   --------- ---------
Funds from Operations - basic and diluted ("Basic
 and Diluted FFO")                                   98,937    88,801
Less: Straight-line rent adjustments                 (9,740)   (6,763)
Less: Recurring capital expenditures                (16,510)  (18,198)
Less: Amortization of deferred market rental
 revenue                                             (1,904)     (426)
Add: Issuance costs associated with redeemed
 preferred shares                                     3,896         -
                                                   --------- ---------
Adjusted Funds from Operations - diluted ("Diluted
 AFFO")                                             $74,679   $63,414
                                                   ========= =========

Weighted average shares
  Weighted average common shares                     41,463    37,371
  Conversion of weighted average common units         8,511     8,702
                                                   --------- ---------
  Weighted average common shares/units - basic FFO
   per share                                         49,974    46,073
  Dilutive effect of share-based compensation
   awards                                             1,799     1,626
                                                   --------- ---------
  Weighted average common shares/units - diluted
   FFO per share                                     51,773    47,699
                                                   ========= =========

Diluted FFO per common share                          $1.91     $1.86
                                                   ========= =========
Dividends/distributions per common share/unit         $1.18     $1.07
                                                   ========= =========
Earnings payout ratio                                 166.0%    166.9%
                                                   ========= =========
Diluted FFO payout ratio                               60.3%     56.3%
                                                   ========= =========
Diluted AFFO payout ratio                              79.9%     78.8%
                                                   ========= =========

Reconciliation of denominators for diluted EPS and
 diluted FFO per share
Denominator for diluted EPS                          43,262    38,997
Weighted average common units                         8,511     8,702
                                                   --------- ---------
Denominator for diluted FFO per share                51,773    47,699
                                                   ========= =========
                  Corporate Office Properties Trust
                        Summary Financial Data
                             (unaudited)
       (Dollars and shares in thousands, except per share data)

                                             December 31, December 31,
                                                2006         2005
                                             ------------ ------------
Balance Sheet Data (in thousands) (as of
 period end):
Investment in real estate, net of accumulated
 depreciation                                 $2,111,310   $1,888,106
Total assets                                   2,425,883    2,129,759
Loans payable                                  1,498,537    1,348,351
Total liabilities                              1,635,393    1,442,036
Minority interests                               116,187      105,210
Beneficiaries' equity                            674,303      582,513

Debt to Total Assets                                61.8%        63.3%
Debt to Undepreciated Book Value of Real
 Estate Assets                                      62.0%        62.6%
Debt to Total Market Capitalization                 34.9%        41.5%

Property Data (wholly owned properties)
(as of period end):
Number of operating properties owned                 170          165
Total net rentable square feet owned (in
 thousands)                                       15,050       13,708
Occupancy                                           92.8%        94.0%

Reconciliation of denominator for debt to
 total assets to denominator for debt to
 undepreciated book value of real estate
 assets
Denominator for debt to total assets          $2,425,883   $2,129,759
Assets other than assets included in
 investment in real estate                      (314,573)    (241,653)
Accumulated depreciation on real estate
 assets                                          219,574      174,935
Intangible assets on real estate
 acquisitions, net                                87,325       90,984
                                             ------------ ------------
Denominator for debt to undepreciated book
 value of real estate assets                  $2,418,209   $2,154,025
                                             ============ ============
                               Three Months Ended      Year Ended
                                  December 31,        December 31,
                               ------------------- -------------------
                                 2006      2005      2006      2005
                               --------- --------- --------- ---------
Reconciliation of tenant
 improvements and incentives,
 capital improvements and
 leasing costs for operating
 properties to recurring
 capital expenditures
Total tenant improvements and
 incentives on operating
 properties                      $9,907    $6,146   $20,649   $30,452
Total capital improvements on
 operating properties             3,844     2,944    11,779     9,782
Total leasing costs on
 operating properties             2,827     3,743     8,610     9,843
Less: Nonrecurring tenant
 improvements and incentives on
 operating properties            (7,489)   (4,872)  (13,862)  (21,505)
Less: Nonrecurring capital
 improvements on operating
 properties                      (1,364)     (954)   (5,418)   (4,522)
Less: Nonrecurring leasing
 costs incurred on operating
 properties                      (2,171)   (1,969)   (6,388)   (6,040)
Add: Recurring improvements on
 operating properties held
 through joint ventures             833       188     1,140       188
                               --------- --------- --------- ---------
Recurring capital expenditures   $6,387    $5,226   $16,510   $18,198
                               ========= ========= ========= =========
                  Corporate Office Properties Trust
                        Summary Financial Data
                             (unaudited)
                        (Dollars in thousands)

                               Three Months Ended      Year Ended
                                  December 31,        December 31,
                               ------------------- -------------------
                                 2006      2005      2006      2005
                               --------- --------- --------- ---------
Reconciliation of dividends for
 Earnings Payout Ratio to
 dividends and distributions
 for FFO & AFFO Payout Ratio
Common share dividends for
 earnings payout ratio          $13,292   $11,069   $49,670   $40,755
Common unit distributions         2,622     2,386     9,996     9,222
Common share dividends on
 restricted shares                    -       107         -         -
                               --------- --------- --------- ---------
Dividends and distributions for
 FFO & AFFO payout ratio        $15,914   $13,562   $59,666   $49,977
                               ========= ========= ========= =========

Reconciliation of numerators
 for diluted EPS and diluted
 FFO as reported to numerators
 for diluted EPS and diluted
 FFO excluding issuance costs
 associated with redeemed
 preferred shares

Numerator for diluted EPS, as
 reported                        $3,730    $6,628   $29,927   $24,416
Add: Issuance costs associated
 with redeemed preferred shares   2,067         -     3,896         -
                               --------- --------- --------- ---------
Numerator for diluted EPS, as
 adjusted                        $5,797    $6,628   $33,823   $24,416
                               ========= ========= ========= =========

Numerator for diluted FFO, as
 reported                       $25,077   $23,804   $98,937   $88,801
Add: Issuance costs associated
 with redeemed preferred shares   2,067         -     3,896         -
                               --------- --------- -------------------
Numerator for diluted FFO, as
 adjusted                       $27,144   $23,804  $102,833   $88,801
                               ========= ========= ===================

Reconciliation of GAAP net
 income to earnings before
 interest, income taxes,
 depreciation and amortization
 ("EBITDA")
Net income                       $9,587   $10,282
Interest expense on continuing
 operations                      18,885    14,912
Interest expense on
 discontinued operations              -       462
Income tax expense (benefit)        264      (264)
Real estate-related
 depreciation and amortization   19,768    15,410
Amortization of deferred
 financing costs-continuing
 operations                         948       729
Amortization of deferred
 financing costs-discontinued
 operations                           1         3
Other depreciation and
 amortization                       313       194
Minority interests                1,329     1,658
                               --------- ---------
EBITDA                          $51,095   $43,386
                               ========= =========

Reconciliation of interest
 expense from continuing
 operations to the denominators
 for interest coverage-EBITDA
 and fixed charge coverage-
 EBITDA
Interest expense from
 continuing operations          $18,885   $14,912
Interest expense from
 discontinued operations              -       462
                               --------- ---------
Denominator for interest
 coverage-EBITDA                 18,885    15,374
Preferred share dividends         3,790     3,654
Preferred unit distributions        165       165
                               --------- ---------
Denominator for fixed charge
 coverage-EBITDA                $22,840   $19,193
                               ========= =========


Reconciliation of same property
 net operating income to same
 property cash net operating
 income
Same property net operating
 income                         $46,246   $45,398
Less: Straight-line rent
 adjustments                     (1,021)   (1,969)
Less: Amortization of deferred
 market rental revenue             (207)     (394)
                               --------- ---------
Same property cash net
 operating income               $45,018   $43,035
                               ========= =========
                  Corporate Office Properties Trust
                        Summary Financial Data
                             (unaudited)
            (Amounts in thousands, except per share data)

                                                       Year Ending
                                                    December 31, 2007
                                                   -------------------
Reconciliation of projected EPS-diluted to
 projected diluted FFO per share                      Low      High
                                                   --------- ---------
Reconciliation of numerators
---------------------------------------------------
Numerator for projected EPS-diluted                 $18,600   $22,800
Real estate-related depreciation and amortization    99,335    99,335
Minority interests-common units                       3,612     4,427
                                                   --------- ---------
Numerator for projected diluted FFO per share      $121,547  $126,562
                                                   ========= =========

Reconciliation of denominators
---------------------------------------------------
Denominator for projected EPS-diluted                47,388    47,388
Weighted average common units                         8,459     8,459
                                                   --------- ---------
Denominator for projected diluted FFO per share      55,847    55,847
                                                   ========= =========

Projected EPS - diluted                               $0.39     $0.48
                                                   ========= =========
Projected diluted FFO per share                       $2.18     $2.27
                                                   ========= =========
 Top Twenty Office Tenants of Wholly Owned Properties as of December
                             31, 2006 (1)
                        (Dollars in thousands)


                                                        Percentage of
                                              Total         Total
                               Number of     Occupied     Occupied
          Tenant                Leases     Square Feet   Square Feet
--------------------------   ------------- ------------ -------------

United States of America  (5)          45    2,182,610          15.6%
Booz Allen Hamilton, Inc.              10      779,936           5.6%
Northrop Grumman
 Corporation                           15      538,967           3.9%
Computer Sciences
 Corporation              (6)           4      454,645           3.3%
Unisys Corporation        (7)           4      760,145           5.4%
L-3 Communications
 Holdings, Inc.           (6)           4      221,635           1.6%
General Dynamics
 Corporation                            9      278,239           2.0%
AT&T Corporation          (6)           9      324,373           2.3%
The Aerospace Corporation               2      221,785           1.6%
Wachovia Corporation                    5      188,994           1.4%
The Boeing Company        (6)           4      143,480           1.0%
Ciena Corporation                       3      221,609           1.6%
Science Applications
 International Corp.                   12      170,839           1.2%
Lockheed Martin
 Corporation                            6      163,685           1.2%
Magellan Health Services,
 Inc.                                   3      142,199           1.0%
BAE Systems PLC           (6)           7      212,339           1.5%
Merck & Co., Inc. (Unisys)(7)           1      219,065           1.6%
Wyle Laboratories, Inc.                 4      174,792           1.3%
Harris Corporation                      4       84,040           0.6%
EDO Corporation                         6       98,812           0.7%



Subtotal Top 20 Office
 Tenants                              157    7,582,189          54.3%
All remaining tenants                 492    6,380,653          45.7%
                             -----------------------------------------
Total/Weighted Average                649   13,962,842         100.0%
                             =========================================


                                             Percentage
                                  Total       of Total     Weighted
                               Annualized    Annualized    Average
                                 Rental        Rental     Remaining
          Tenant             Revenue (2) (3)  Revenue   Lease Term (4)
--------------------------   --------------- ---------- --------------

United States of America  (5)       $47,584       16.3%           6.6
Booz Allen Hamilton, Inc.            20,145        6.9%           7.2
Northrop Grumman
 Corporation                         12,375        4.2%           2.6
Computer Sciences
 Corporation              (6)        11,076        3.8%           4.4
Unisys Corporation        (7)         8,665        3.0%           2.7
L-3 Communications
 Holdings, Inc.           (6)         8,621        3.0%           7.0
General Dynamics
 Corporation                          7,037        2.4%           3.0
AT&T Corporation          (6)         6,758        2.3%           1.4
The Aerospace Corporation             6,240        2.1%           7.9
Wachovia Corporation                  6,131        2.1%          11.4
The Boeing Company        (6)         3,975        1.4%           3.0
Ciena Corporation                     3,558        1.2%           3.7
Science Applications
 International Corp.                  3,193        1.1%           0.3
Lockheed Martin
 Corporation                          2,953        1.0%           2.5
Magellan Health Services,
 Inc.                                 2,910        1.0%           3.9
BAE Systems PLC           (6)         2,795        1.0%           3.8
Merck & Co., Inc. (Unisys)(7)         2,466        0.8%           2.5
Wyle Laboratories, Inc.               2,399        0.8%           5.6
Harris Corporation                    2,295        0.8%           3.6
EDO Corporation                       2,209        0.8%           6.6



Subtotal Top 20 Office
 Tenants                            163,384       56.0%           5.3
All remaining tenants               128,380       44.0%           4.5
                             --------------------------
Total/Weighted Average             $291,763      100.0%           5.0
                             ==========================
(1) Table excludes owner occupied leasing activity which represents
 142,958 square feet with a weighted average remaining lease term of
 6.1, as of December 31, 2006.
(2) Total Annualized Rental Revenue is the monthly contractual base
 rent as of December 31, 2006, multiplied by 12, plus the estimated
 annualized expense reimbursements under existing office leases.
(3) Order of tenants is based on Annualized Rent.
(4) The weighting of the lease term was computed using Total Rental
 Revenue.
(5) Many of our government leases are subject to early termination
 provisions which are customary to government leases. The weighted
 average remaining lease term was computed assuming no exercise of
 such early termination rights.
(6) Includes affiliated organizations or agencies.
(7) Merck & Co., Inc. subleases 219,065 rentable square feet from
 Unisys' 960,349 leased rentable square feet in our Greater
 Philadelphia region.

Source: Corporate Office Properties Trust