Corporate Office Properties Trust

FORM 10-Q

1. Organization

2. Basis of Presentation

Table of our Consolidated Financial Statements. These reclassifications did not affect previously reported consolidated net income or shareholders’ equity. Construction contract revenues and expenses for the nine months ended September 30, 2008 also includes adjustments that increased these amounts by $1,622 pertaining to the three months ended March 31, 2008 and $7,280 pertaining to the three months ended June 30, 2008. Since the increases to construction contract revenues and construction contract expenses were by equal dollar amounts, these adjustments did not affect the operating income or net income previously reported on the Forms 10-Q filed with respect to such periods and are not material to the financial statements.
Contents

3. Earnings Per Share (“EPS”)

We adopted FASB Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“FSP EITF 03-6-1”) effective January 1, 2009. FSP EITF 03-6-1 requires that all unvested share-based payment awards that contain nonforfeitable rights to dividends be considered participating securities and therefore shall be included in the computation of EPS pursuant to the two-class method. The two-class method is an earnings allocation formula that determines EPS for each class of common shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. FSP EITF 03-6-1 was effective for us beginning January 1, 2009 and interim periods within that year, and the EPS of prior periods was adjusted retrospectively. Our adoption of FSP EITF 03-6-1 had a decreasing effect on our EPS in the current and in prior periods at a level that was not material.

4. Recent Accounting Pronouncements

5.Properties, net

7. Debt

9. Shareholders’ Equity

10. Dividends and Distributions

11. Supplemental Information to Statements of Cash Flows

12. Fair Value of Financial Instruments

In June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 requires that all unvested share-based payment awards that contain nonforfeitable rights to dividends be considered participating securities and therefore shall be included in the computation of EPS pursuant to the two-class method. The two-class method is an earnings allocation formula that determines EPS for each class of common shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, and the EPS of prior periods will be adjusted retrospectively. We believe that upon our adoption of FSP EITF 03-6-1, we will be required to include a larger number of shares in our denominator for EPS attributable to our weighted average unvested restricted shares outstanding, which will have a decreasing effect to our EPS; however, we do not believe that the decreasing effect to our EPS from the larger number of shares will be material.

5.Commercial Real Estate Properties

7. Intangible Assets on Real Estate Acquisitions

8. Deferred Charges

9. Accounts Receivable

10. Prepaid Expenses and Other Assets

11. Debt

13. Shareholders’ Equity

14. Dividends and Distributions

15. Supplemental Information to Statements of Cash Flows

16. Information by Business Segment

17.14. Share-Based Compensation

15. Income Taxes

18. Income Taxes

19.16. Discontinued Operations

20.17. Commitments and Contingencies

Item 6. Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

(Mark one)

x	xQUARTERLY ~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~ ~~For the quarterly period ended September 30, 2008~~ or o ~~TRANSITION~~ REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2009

or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-14023

(Exact name of registrant as specified in its charter)

Maryland		23-2947217
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.x Yes o No

xIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. ~~(Check One)~~:

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

o Yes x No

As of ~~October 31, 2008, 51,594,302~~April 30, 2009, 57,373,196 of the Company’s Common Shares of Beneficial Interest, $0.01 par value, were issued and outstanding.

Table of Contents

TABLE OF CONTENTS

FORM 10-Q

		PAGE
PART I: FINANCIAL INFORMATION

Item 1:	Financial Statements:
	Consolidated Balance Sheets as of ~~September 30, 2008~~March 31, 2009 and December 31, ~~2007~~2008 (unaudited)	3
	Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2009 and 2008 ~~and 2007~~ (unaudited)	4
	Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2009 and 2008 ~~and 2007~~ (unaudited)	5
	Notes to Consolidated Financial Statements (unaudited)	6
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2724
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	4434
Item 4:	Controls and Procedures	4434

PART II: OTHER INFORMATION

Item 1:	Legal Proceedings	4535
Item 1A:	Risk Factors	4535
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	4535
Item 3:	Defaults Upon Senior Securities	4535
Item 4:	Submission of Matters to a Vote of Security Holders	4635
Item 5:	Other Information	4636
Item 6:	Exhibits	4636

SIGNATURES		4737

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 1. Financial Statements

Corporate Office Properties Trust and Subsidiaries

Consolidated Balance Sheets

(Dollars in thousands)

(unaudited)

	September 30,			December 31,			March 31,			December 31,
	2008			2007			2009			2008
Assets
Investment in real estate:
Properties, net:
Operating properties, net	$	2,241,412		$	2,192,939		$	2,291,484		$	2,283,870
Property held for sale, net	—			14,988
Projects under construction or development	495,875			396,012			517,928			494,596
Total commercial real estate properties, net	2,737,287			2,603,939
Total properties, net							2,809,412			2,778,466
Cash and cash equivalents	21,316			24,638			12,702			6,775
Restricted cash	15,534			15,121			15,408			13,745
Accounts receivable, net	13,044			24,831			12,737			13,684
Deferred rent receivable	62,137			53,631			65,346			64,131
Intangible assets on real estate acquisitions, net	98,282			108,661			85,774			91,848
Deferred charges, net	51,680			49,051			47,350			51,801
Prepaid expenses and other assets	100,448			51,981
Prepaid and other assets							88,561			93,789
Total assets	$	3,099,728		$	2,931,853		$	3,137,290		$	3,114,239

Liabilities and shareholders’ equity
Liabilities and equity
Liabilities:
Mortgage and other loans payable	$	1,656,280		$	1,625,842		$	1,715,144		$	1,704,123
3.5% Exchangeable Senior Notes	200,000			200,000			153,488			152,628
Accounts payable and accrued expenses	93,676			75,535			111,135			93,625
Rents received in advance and security deposits	26,372			31,234			31,524			30,464
Dividends and distributions payable	25,774			22,441			25,891			25,794
Deferred revenue associated with acquired operating leases	11,832			11,530			9,880			10,816
Distributions in excess of investment in unconsolidated real estate joint venture	4,668			4,246			4,809			4,770
Other liabilities	7,059			8,288			8,793			9,596
Total liabilities	2,025,661			1,979,116			2,060,664			2,031,816
Minority interests:
Commitments and contingencies (Note 17)
Equity:
Corporate Office Properties Trust’s shareholders’ equity:
Preferred Shares of beneficial interest with an aggregate liquidation preference of $216,333 ($0.01 par value; 15,000,000 shares authorized and 8,121,667 issued and outstanding at March 31, 2009 and December 31, 2008)							81			81
Common Shares of beneficial interest ($0.01 par value; 75,000,000 shares authorized, shares issued and outstanding of 54,370,547 at March 31, 2009 and 51,790,442 at December 31, 2008)							544			518
Additional paid-in capital							1,148,424			1,112,734
Cumulative distributions in excess of net income							(170,714		)	(162,572		)
Accumulated other comprehensive loss							(3,256		)	(4,749		)
Total Corporate Office Properties Trust’s shareholders’ equity							975,079			946,012
Noncontrolling interests in subsidiaries:
Common units in the Operating Partnership	122,557			114,127			81,793			117,356
Preferred units in the Operating Partnership	8,800			8,800			8,800			8,800
Other consolidated real estate joint ventures	10,169			7,168			10,954			10,255
Total minority interests	141,526			130,095
Commitments and contingencies (Note 20)
Shareholders’ equity:
Preferred Shares of beneficial interest ($0.01 par value; shares authorized of 15,000,000, issued and outstanding of 8,121,667 at September 30, 2008 and December 31, 2007 (Note 13))	81			81
Common Shares of beneficial interest ($0.01 par value; 75,000,000 shares authorized, shares issued and outstanding of 51,530,162 at September 30, 2008 and 47,366,475 at December 31, 2007)	515			474
Additional paid-in capital	1,086,210			950,615
Cumulative distributions in excess of net income	(152,589		)	(126,156		)
Accumulated other comprehensive loss	(1,676		)	(2,372		)
Total shareholders’ equity	932,541			822,642
Total liabilities and shareholders’ equity	$	3,099,728		$	2,931,853
Noncontrolling interests in subsidiaries							101,547			136,411
Total equity							1,076,626			1,082,423
Total liabilities and equity							$	3,137,290		$	3,114,239

See accompanying notes to consolidated financial statements.

Table of Contents

Corporate Office Properties Trust and Subsidiaries

Consolidated Statements of Operations

(Dollars in thousands, except per share data)

(unaudited)

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,						For the Three Months Ended March 31,
	2008			2007			2008			2007			2009			2008
Revenues
Rental revenue	$	85,060		$	80,038		$	249,924		$	233,650		$	89,522		$	81,710
Tenant recoveries and other real estate operations revenue	16,584			14,064			46,982			39,694			17,322			15,292
Construction contract revenues	89,653			10,047			121,688			29,358			74,539			10,136
Other service operations revenues	349			910			1,352			3,369			350			478
Total revenues	191,646			105,059			419,946			306,071			181,733			107,616
Expenses
Property operating expenses	35,854			31,577			104,353			92,168			39,033			34,542
Depreciation and other amortization associated with real estate operations	25,583			26,025			75,430			78,811			26,491			24,892
Construction contract expenses	87,111			9,507			118,488			28,126			72,898			9,905
Other service operations expenses	546			806			1,602			3,337			425			602
General and administrative expenses	6,103			5,743			18,072			15,946			6,189			5,933
Total operating expenses	155,197			73,658			317,945			218,388			145,036			75,874
Operating income	36,449			31,401			102,001			87,683			36,697			31,742
Interest expense	(20,506		)	(20,968		)	(60,252		)	(61,181		)	(19,424		)	(21,915		)
Amortization of deferred financing costs	(1,169		)	(901		)	(2,882		)	(2,706		)
Gain on sale of non-real estate investment	1			—			52			1,033
Income from continuing operations before equity in loss of unconsolidated entities, income taxes and minority interests	14,775			9,532			38,919			24,829
Interest and other income													1,078			195
Income from continuing operations before equity in loss of unconsolidated entities and income taxes													18,351			10,022
Equity in loss of unconsolidated entities	(57		)	(46		)	(167		)	(197		)	(115		)	(54		)
Income tax expense	(97		)	(197		)	(102		)	(480		)	(70		)	(112		)
Income from continuing operations before minority interests	14,621			9,289			38,650			24,152
Minority interests in income from continuing operations
Income from continuing operations													18,166			9,856
Discontinued operations													—			1,266
Income before gain on sales of real estate													18,166			11,122
Gain on sales of real estate, net of income taxes													—			1,059
Net income													18,166			12,181
Less net income attributable to noncontrolling interests:
Common units in the Operating Partnership	(1,593		)	(789		)	(3,958		)	(1,877		)	(1,804		)	(1,202		)
Preferred units in the Operating Partnership	(165		)	(165		)	(495		)	(495		)	(165		)	(165		)
Other consolidated entities	90			12			(16		)	90
Income from continuing operations	12,953			8,347			34,181			21,870
(Loss) income from discontinued operations, net of minority interests	(8		)	2,046			2,179			1,786
Income before gain on sales of real estate	12,945			10,393			36,360			23,656
Gain on sales of real estate, net	4			1,038			837			1,199
Net income	12,949			11,431			37,197			24,855
Other													(50		)	(100		)
Net income attributable to Corporate Office Properties Trust													16,147			10,714
Preferred share dividends	(4,025		)	(4,025		)	(12,076		)	(12,043		)	(4,025		)	(4,025		)
Net income available to common shareholders	$	8,924		$	7,406		$	25,121		$	12,812
Basic earnings per common share
Net income attributable to Corporate Office Properties Trust common shareholders													$	12,122		$	6,689
Net income attributable to Corporate Office Properties Trust
Income from continuing operations	$	0.19		$	0.11		$	0.49		$	0.24		$	16,147		$	9,642
Discontinued operations	—			0.05			0.04			0.04			—			1,072
Net income available to common shareholders	$	0.19		$	0.16		$	0.53		$	0.28
Diluted earnings per common share
Net income attributable to Corporate Office Properties Trust													$	16,147		$	10,714

Basic earnings per common share (1)
Income from continuing operations	$	0.19		$	0.11		$	0.48		$	0.23		$	0.23		$	0.12
Discontinued operations	—			0.04			0.04			0.04			—			0.02
Net income available to common shareholders	$	0.19		$	0.15		$	0.52		$	0.27
Net income													$	0.23		$	0.14
Diluted earnings per common share (1)
Income from continuing operations													$	0.23		$	0.12
Discontinued operations													—			0.02
Net income													$	0.23		$	0.14
Dividends declared per common share	$	0.3725		$	0.3400		$	1.0525		$	0.9600		$	0.3725		$	0.3400

(1)	Basic and diluted earnings per common share are calculated based on amounts attributable to common shareholders of Corporate Office Properties Trust.

See accompanying notes to consolidated financial statements.

Table of Contents

Corporate Office Properties Trust and Subsidiaries

Consolidated Statements of Cash Flows

(Dollars in thousands)

(unaudited)

	For the Nine Months
	Ended September 30,						For the Three Months Ended March 31,
	2008			2007			2009			2008
Cash flows from operating activities
Net income	$	37,197		$	24,855		$	18,166		$	12,181
Adjustments to reconcile net income to net cash provided by operating activities:
Minority interests	5,128			2,829
Depreciation and other amortization	76,659			80,660			27,030			25,328
Amortization of deferred financing costs	2,882			2,706			1,024			777
Amortization of deferred market rental revenue	(1,457		)	(1,569		)	(380		)	(445		)
Equity in loss of unconsolidated entities	167			197
Amortization of net debt discounts							827			958
Gain on sales of real estate	(4,208		)	(4,199		)	—			(2,908		)
Gain on sale of non-real estate investment	(52		)	(1,033		)
Share-based compensation	6,812			4,969			2,745			2,160
Excess income tax benefits from share-based compensation	(1,053		)	—
Excess income tax shortfall (benefit) from share-based compensation							152			(1,041		)
Other							(895		)	179
Changes in operating assets and liabilities:
Increase in deferred rent receivable	(8,600		)	(9,248		)	(1,215		)	(2,711		)
Decrease in accounts receivable	11,787			5,687			947			4,999
Increase in restricted cash and prepaid and other assets	(26,864		)	(10,217		)
Increase (decrease) in accounts payable, accrued expenses and other liabilities	31,521			(3,847		)
(Decrease) increase in rents received in advance and security deposits	(4,862		)	4,679
Other	404			(887		)
Decrease in restricted cash and prepaid and other assets							4,672			1,040
Increase in accounts payable, accrued expenses and other liabilities							13,977			807
Increase in rents received in advance and security deposits							1,060			1,935
Net cash provided by operating activities	125,461			95,582			68,110			43,259

Cash flows from investing activities
Purchases of and additions to commercial real estate properties	(220,392		)	(301,065		)
Purchases of and additions to properties							(43,036		)	(49,671		)
Proceeds from sales of properties	33,412			8,763			—			25,270
Proceeds from sale of non-real estate investment	67			2,526
Mortgage loan receivable funded	(24,836		)	—
Acquisition of partner interests in consolidated joint ventures	—			(1,262		)
Leasing costs paid	(4,497		)	(8,984		)	(1,833		)	(1,703		)
(Increase) decrease in restricted cash associated with investing activities	(629		)	14,631
Other	(7,402		)	(1,847		)	(847		)	(1,048		)
Net cash used in investing activities	(224,277		)	(287,238		)	(45,716		)	(27,152		)

Cash flows from financing activities
Proceeds from mortgage and other loans payable	684,763			506,571			136,536			56,000
Repayments of mortgage and other loans payable	(654,255		)	(243,942		)	(125,482		)	(35,847		)
Deferred financing costs paid	(6,347		)	(1,847		)
Net proceeds from issuance of common shares	141,432			7,013			112			392
Dividends paid	(60,541		)	(54,163		)	(23,331		)	(20,114		)
Distributions paid	(8,815		)	(8,245		)	(3,111		)	(2,942		)
Excess income tax benefits from share-based compensation	1,053			—
Excess income tax (shortfall) benefit from share-based compensation							(152		)	1,041
Restricted share redemptions	(1,316		)	—			(1,696		)	(1,149		)
Other	(480		)	241			657			(519		)
Net cash provided by financing activities	95,494			205,628
Net cash used in financing activities							(16,467		)	(3,138		)

Net (decrease) increase in cash and cash equivalents	(3,322		)	13,972
Net increase in cash and cash equivalents							5,927			12,969
Cash and cash equivalents
Beginning of period	24,638			7,923			6,775			24,638
End of period	$	21,316		$	21,895		$	12,702		$	37,607

See accompanying notes to consolidated financial statements.

Table of Contents

Corporate Office Properties Trust and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(unaudited)

Corporate Office Properties Trust (“COPT”) and subsidiaries (collectively, the “Company”~~, “we” or “us”~~) is a ~~specialty office~~fully-integrated and self-managed real estate investment trust (“REIT”) that focuses primarily on strategic customer relationships and specialized tenant requirements in the United States Government, defense information technology and data sectors. We acquire, develop, manage and lease properties that are typically concentrated in large office parks primarily located adjacent to government demand drivers and/or in demographically strong markets possessing growth opportunities. As of ~~September 30, 2008,~~March 31, 2009, our investments in real estate included the following:

· ~~235~~240 wholly owned operating properties totaling ~~18.3~~18.5 million square feet;

· 1816 wholly owned properties under construction or development that we estimate will total approximately ~~1.9~~1.8 million square feet upon completion;

· wholly owned land parcels totaling ~~1,598~~1,584 acres that we believe are potentially developable into approximately ~~13.5~~13.8 million square feet; and

· partial ownership interests in a number of other real estate projects in operation, under development or redevelopment or held for future development.

We conduct almost all of our operations through our operating partnership, Corporate Office Properties, L.P. (the “Operating Partnership”), for which we are the managing general partner. The Operating Partnership owns real estate both directly and through subsidiary partnerships and limited liability companies (“LLCs”). A summary of our Operating Partnership’s forms of ownership and the percentage of those securities owned by COPT as of ~~September 30, 2008~~March 31, 2009 follows:

Common Units	8690	%
Series G Preferred Units	100	%
Series H Preferred Units	100	%
Series I Preferred Units	0	%
Series J Preferred Units	100	%
Series K Preferred Units	100	%

Three of our trustees also controlled, ~~at that date,~~ either directly or through ownership by other entities or family members, ~~12%~~8% of the Operating Partnership’s common ~~units.~~units at that date.

In addition to owning interests in real estate, the Operating Partnership also owns 100% of ~~Corporate Office Management, Inc. (“COMI”)~~a number of entities that provide real estate services such as property management, construction and ~~owns, either directly or through COMI, 100% of the consolidated subsidiaries that are set forth below (collectively defined as the “Service Companies”):~~

~~Entity Name~~		~~Type of Service Business~~
~~COPT Property Management Services, LLC (“CPM”)~~		~~Real Estate Management~~
~~COPT Development & Construction Services, LLC (“CDC”)~~		~~Construction and Development~~
~~Corporate Development Services, LLC (“CDS”)~~		~~Construction and Development~~
~~COPT Environmental Systems, LLC (“CES”)~~		~~Heating and Air Conditioning~~

~~Most of the~~development and heating and air conditioning services ~~that CPM and CES provide are~~primarily for ~~us. CDC and CDS provide services to us and to~~our properties but also for third parties.

~~Table of Contents~~

The consolidated financial statements include the accounts of COPT, the Operating Partnership, their subsidiaries and other entities in which we have a majority voting interest and control. We also consolidate certain entities when control of such entities can be achieved through means other than voting rights (“variable interest entities” or “VIEs”) if we are deemed to be the primary beneficiary of such entities. We eliminate all significant intercompany balances and transactions in consolidation. We use the equity method of accounting when we own an interest in an entity and can exert significant influence over the entity’s operations but cannot control the entity’s operations. We use the cost method of accounting when we own an interest in an entity and cannot exert significant influence over its operations.

The ~~accompanying~~ unaudited interim Consolidated Financial Statements have been prepared in accordance with the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by accounting principles generally acceptedconsolidated financial statements include all adjustments which are necessary, in the United States for complete Consolidated Financial Statements are not included herein. These interim financial statements should be read together with the financial statements and notes thereto included in our 2007 Annual Report on Form 10-K. The interim financial statements reflect all adjustments that we believe are necessary for the fair statementopinion of Management, to fairly present our financial position and results of ~~operations for the interim periods presented. These~~operations. All adjustments are of a normal recurring nature. The ~~results of operations~~consolidated financial statements have been prepared using the accounting policies described in our Annual Report on Form 10-K except for ~~such interim periods are not necessarily indicative of~~ the ~~results for a full year.~~accounting changes discussed in Notes 3 and 4.

~~We reclassified certain amounts from the prior period to conform to the current period presentation~~6

~~We present both basic and diluted EPS.~~ We compute basic EPS by dividing net income available to common shareholders allocable to unrestricted common shares under the two-class method by the weighted average number of unrestricted common shares of beneficial interest (“common shares”) outstanding during the period. Our computation of diluted EPS is similar except that:

· the denominator is increased to include: (1) the weighted average number of potential additional common shares that would have been outstanding if securities that are convertible into our common shares were converted; and (2) the effect of dilutive potential common shares outstanding during the period attributable to share-based compensation using the treasury stock method; and

· the numerator is adjusted to add back any changes in income or loss that would result from the assumed conversion into common shares that we added to the denominator.

~~Our computation of diluted EPS does not assume conversion of securities into our common shares if conversion of those securities would increase our diluted EPS in a given period. A summary~~Summaries of the numerator and denominator for purposes of basic and diluted EPS calculations isare set forth below (dollars and shares in thousands, except per share data):

	For the Three Months Ended March 31,
	2009			2008
Numerator:
Income from continuing operations	$	18,166		$	9,856
Add: Gain on sales of real estate, net	—			1,059
Less: Preferred share dividends	(4,025		)	(4,025		)
Less: Income from continuing operations attributable to noncontrolling interests	(2,019		)	(1,273		)
Less: Income from continuing operations attributable to restricted shares	(268		)	(170		)
Numerator for basic and diluted EPS from continuing operations attributable to COPT common shareholders	11,854			5,447
Add: Income from discontinued operations	—			1,266
Less: Income from discontinued operations attributable to noncontrolling interests	—			(194		)
Numerator for basic and diluted EPS on net income attributable to COPT common shareholders	$	11,854		$	6,519
Denominator (all weighted averages):
Denominator for basic EPS (common shares)	51,930			47,001
Dilutive effect of stock option awards	498			704
Denominator for diluted EPS	52,428			47,705

Basic EPS:
Income from continuing operations attributable to COPT common shareholders	$	0.23		$	0.12
Income from discontinued operations attributable to COPT common shareholders	—			0.02
Net income attributable to COPT common shareholders	$	0.23		$	0.14
Diluted EPS:
Income from continuing operations attributable to COPT common shareholders	$	0.23		$	0.12
Income from discontinued operations attributable to COPT common shareholders	—			0.02
Net income attributable to COPT common shareholders	$	0.23		$	0.14

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For the Three Months

For the Nine Months

Ended September 30,

Ended September 30,

2008

2007

2008

2007

Numerator:

Income from continuing operations

$
12,953

$
8,347

$
34,181

$
21,870

Add: Gain on sales of real estate, net

4

1,038

837

1,199

Less: Preferred share dividends

(4,025
)
(4,025
)
(12,076
)
(12,043
)
Numerator for basic and diluted EPS from continuing operations

8,932

5,360

22,942

11,026

(Loss) income from discontinued operations, net

(8
)
2,046

2,179

1,786

Numerator for basic and diluted EPS on net income available to common shareholders

$
8,924

$
7,406

$
25,121

$
12,812

Denominator (all weighted averages):

Denominator for basic EPS (common shares)

47,273

46,781

47,128

46,386

Dilutive effect of share-based compensation awards

916

1,005

820

1,180

Denominator for diluted EPS

48,189

47,786

47,948

47,566

Basic EPS:

Income from continuing operations

$
0.19

$
0.11

$
0.49

$
0.24

Income from discontinued operations

—

0.05

0.04

0.04

Net income available to common shareholders

$
0.19

$
0.16

$
0.53

$
0.28

Diluted EPS:

Income from continuing operations

$
0.19

$
0.11

$
0.48

$
0.23

Income from discontinued operations

—

0.04

0.04

0.04

Net income available to common shareholders

$
0.19

$
0.15

$
0.52

$
0.27

Our diluted EPS computations do not include the effects of the following securities since the conversions of such securities would increase diluted EPS for the respective periods:

Weighted Average Shares in Denominator

For the Three Months

For the Nine Months

Ended September 30,

Ended September 30,

2008

2007

2008

2007

Conversion of weighted average common units

8,130

8,297

8,145

8,339

Conversion of weighted average convertible preferred shares

434

434

434

421

Conversion of weighted average convertible preferred units

176

176

176

176

	Weighted Average Shares For the Three Months Ended March 31,
	2009	2008
Conversion of common units	7,253	8,154
Conversion of convertible preferred units	176	176
Conversion of convertible preferred shares	434	434
Anti-dilutive share-based compensation awards	908	507

The 3.5% Exchangeable Senior Notes did not affect our diluted EPS reported above since the weighted average closing price of our common shares during each of the periods was less than the exchange price per common share applicable for such periods.

We adopted Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS ~~157~~160”) effective January 1, 2009. SFAS 160 establishes accounting and reporting standards for noncontrolling interests in subsidiaries and for deconsolidation of subsidiaries. It requires all entities to report noncontrolling (minority) interests in subsidiaries as equity in the consolidated financial statements. SFAS 160 also requires that consolidated net income be adjusted to include net income attributable to noncontrolling interests. In addition, SFAS 160 requires that purchases or sales of equity interests that do not result in a change in control be accounted for as equity transactions. The presentation and disclosure requirements under SFAS 160 are being applied retrospectively for all periods presented. SFAS 160 primarily affected how we present noncontrolling interests on our consolidated balance sheets, statements of operations and cash flows but did not otherwise have a material effect on our financial position, results of operations or cash flows.

We adopted FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”) effective January 1, 2009. FSP APB 14-1 requires that the initial proceeds from convertible debt instruments that may be settled in cash, including partial cash settlements, be allocated between a liability component and an equity component associated with the embedded conversion option. This pronouncement’s objective is to require the liability and equity components of convertible debt to be separately accounted for in order to enable interest expense to be recorded at a rate that would reflect the issuer’s conventional debt borrowing rate (previously, interest expense on such debt was recorded based on the contractual rate of interest under the debt). Under this pronouncement, the liability component is recorded at its fair value, as calculated based on the present value of its cash flows discounted using the issuer’s conventional debt borrowing rate. The equity component is recorded based on the difference between the debt proceeds and the fair value of the liability. The difference between the liability’s principal amount and fair value is reported as a debt discount and amortized as interest expense over the debt’s expected life using the effective interest method. The provisions of FSP APB 14-1 are being applied retrospectively to all periods presented. FSP APB 14-1 affected the accounting for our 3.5% Exchangeable Senior Notes (the “Exchangeable Notes”), resulting in our retroactive reclassification from debt to equity of $21,309, representing the debt discount, effective upon the origination of the Exchangeable Notes in September 2006. This debt discount was subsequently amortized. In addition, we reclassified $465 of the original finance fees incurred in relation to the Exchangeable Notes to equity effective September ~~2006,~~ 2006. For the three months ended March 31, 2009, we recognized $698 in amortization of the discount on the Exchangeable Notes as interest expense, net of amounts capitalized, and we expect to amortize the remaining unamortized discount as of March 31, 2009 of $9,012 into interest expense

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through September 2011, net of amounts capitalized. The tables below set forth the changes to our net income for the three months ended March 31, 2008 and our balance sheet as of December 31, 2008 resulting from our adoption of FSP APB 14-1 and SFAS 160:

	For the Three Months Ended March 31, 2008
Net income as previously reported	$	11,395
Add: Net income attributable to noncontrolling interests related to adoption of SFAS 160	1,589
Less: Adjustment to interest expense related to adoption of FSP APB 14-1	(803		)
Net income, as adjusted	$	12,181

Balance Sheet line item	December 31, 2008, as Previously Reported		Adjustments Related to FSP APB 14-1			Adjustments Related to SFAS 160			December 31, 2008, as Adjusted
Properties, net	$	2,776,889	$	1,577		$	—		$	2,778,466
Deferred charges, net	52,006		(205		)	—			51,801
3.5% Exchangeable Senior Notes	162,500		(9,872		)	—			152,628
Minority interest	137,865		(1,454		)	(136,411		)	—
Equity	933,314		12,698			136,411			1,082,423

We adopted Financial Accounting Standards Board (“FASB”) ~~issued~~ Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. The Statement does not require or permit any new fair value measurements but does apply under other accounting pronouncements that require or permit fair value measurements. The changes to current practice resulting from the Statement relate to the definition of fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. With respect to SFAS 157, the FASB also issued FASB Staff Position SFAS 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13” (“FSP FAS 157-1”) and effective January 1, 2008. FASB Staff Position SFAS 157-2, “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”)~~. FSP FAS 157-1 amends SFAS 157 to exclude from the scope of SFAS 157 certain leasing transactions accounted for under Statement of Financial~~

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~~Accounting Standards No. 13, “Accounting for Leases.” FSP FAS 157-2 amends~~ amended SFAS 157 to defer the effective date of SFAS 157 for all non-financial assets and non-financial liabilities except those that are recognized or disclosed at fair value in the financial statements on a recurring basis to fiscal years beginning after November 15, 2008. Effective January 1, ~~2008,~~2009, we adopted ~~on a prospective basis, the portions of~~ SFAS 157 ~~not deferred by FSP FAS 157-2;~~for our non-financial assets and non-financial liabilities; this adoption did not have a material effect on our financial position, results of operations or cash flows. ~~We are evaluating the impact that SFAS 157 will have on our non-financial assets and non-financial liabilities since the application of SFAS 157 for such items for us was deferred to January 1, 2009.~~

We ~~also~~ adopted FASB ~~Staff Position~~ Statement of Financial Accounting Standards No. 141(R), “Business Combinations” (“SFAS ~~157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active” (“FSP FAS-157-3”~~141(R)”) effective ~~upon its issuance by~~January 1, 2009. SFAS 141(R) requires the ~~FASB on October 10, 2008. The~~acquiring entity in a business combination to recognize the assets acquired and liabilities assumed in the transactions; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. SFAS 141(R) requires us now to expense transaction costs associated with property acquisitions occurring subsequent to the pronouncement’s effective date, which is a significant change since our prior practice was to capitalize such costs into the cost of the acquisitions. Other than the effect this change will have in connection with future acquisitions, our adoption of ~~FSP FAS-157-3~~SFAS 141(R) did not have a material effect on our financial position, results of operations or cash flows.

We adopted FASB Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”) effective January 1, 2009. This new standard expanded the disclosure requirements for derivative instruments and for hedging activities in order to provide users of financial statements with an enhanced understanding of: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” and its related interpretations; and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 requires additional disclosure regarding derivatives in our notes to future financial statements but did not otherwise affect our financial position, results of operations or cash flows.

On April 9, 2009, the FASB issued FASB Staff Position SFAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP SFAS 157-4”). FSP SFAS 157-4 relates to determining fair values when there is no active market or where the price inputs being used represent distressed sales. It reaffirms what SFAS 157 states, which is that the objective of fair value measurement is to reflect how much an asset would be sold for in an orderly transaction (as opposed to a distressed or forced transaction) at the date of the financial statements under current market conditions. Specifically, it reaffirms the need to use judgment to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive. FSP SFAS 157-4 will be effective for interim and

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annual periods ending after June 15, 2009 and will be applied prospectively. We are evaluating FSP SFAS 157-4 but currently believe that its adoption will not have a material effect on our financial statements.

On April 9, 2009, the FASB also issued FASB Staff Position SFAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP SFAS 107-1 and APB 28-1”), which relates to fair value disclosures for any financial instruments that are not currently reflected on the balance sheet at fair value. Prior to issuing this FSP, fair values for these assets and liabilities were only disclosed once a year. FSP SFAS 107-1 and APB 28-1 now requires these disclosures on a quarterly basis, providing qualitative and quantitative information about fair value estimates for all those financial instruments not measured on the balance sheet at fair value. FSP SFAS 107-1 and APB 28-1 will be effective for interim periods ending after June 15, 2009. We believe the adoption of FSP SFAS 107-1 and APB 28-1 will not have a material effect on our financial statements.

Operating properties consisted of the following:

	March 31,			December 31,
	2009			2008
Land	$	423,985		$	423,985
Buildings and improvements	2,229,817			2,202,995
	2,653,802			2,626,980
Less: accumulated depreciation	(362,318		)	(343,110		)
	$	2,291,484		$	2,283,870

Projects we had under construction or development consisted of the following:

	March 31,		December 31,
	2009		2008
Land	$	222,242	$	220,863
Construction in progress	295,686		273,733
	$	517,928	$	494,596

2009 Construction, Development and Redevelopment Activities

During the three months ended March 31, 2009, we had one property located in Suburban Maryland totaling 116,000 square feet become fully operational (42,000 of these square feet were placed into service in 2008). We also placed into service 9,000 square feet in one partially operational property located in the Baltimore/Washington Corridor.

As of March 31, 2009, we had construction activities underway on five properties in the Baltimore/Washington Corridor (including one through a joint venture), four in Colorado Springs, Colorado (“Colorado Springs”), two in San Antonio, Texas (“San Antonio”) and one each in Suburban Baltimore and Suburban Maryland (including one through a joint venture). We also had development activities underway on three office properties in the Baltimore/Washington Corridor and one each in San Antonio and Suburban Baltimore. In addition, we had redevelopment underway on one property located in the Baltimore/Washington Corridor owned through a joint venture.

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6.Real Estate Joint Ventures

During the three months ended March 31, 2009, we had an investment in one unconsolidated real estate joint venture accounted for using the equity method of accounting. Information pertaining to this joint venture investment is set forth below.

	Investment Balance at										Total Assets at 3/31/2009		Maximum Exposure to Loss (1)
	March 31, 2009			December 31, 2008			Date Acquired	Ownership		Nature of Activity	Total Assets at 3/31/2009		Maximum Exposure to Loss (1)
Harrisburg Corporate Gateway Partners, L.P.	$	(4,809	)(2)	$	(4,770	)(2)	9/29/2005	20	%	Operates 16 buildings (3)	$	69,489	$	—

(1)	Derived from the sum of our investment balance and maximum additional unilateral capital contributions or loans required from us. Not reported above are additional amounts that we and our partner are required to fund when needed by this joint venture; these funding requirements are proportional to our respective ownership percentages. Also not reported above are additional unilateral contributions or loans from us, the amounts of which are uncertain, which we would be required to make if certain contingent events occur.
(2)	The carrying amount of our investment in this joint venture was lower than our share of the equity in the joint venture by $5,196 at March 31, 2009 and December 31, 2008 due to our deferral of gain on the contribution by us of real estate into the joint venture upon its formation. A difference will continue to exist to the extent the nature of our continuing involvement in the joint venture remains the same.
(3)	This joint venture’s properties are located in Greater Harrisburg, Pennsylvania.

The following table sets forth condensed balance sheets for Harrisburg Corporate Gateway Partners, L.P.:

	March 31,		December 31,
	2009		2008
Properties, net	$	62,060	$	62,308
Other assets	7,429		7,530
Total assets	$	69,489	$	69,838

Liabilities (primarily debt)	$	67,721	$	67,725
Owners’ equity	1,768		2,113
Total liabilities and owners’ equity	$	69,489	$	69,838

The following table sets forth condensed statements of operations for Harrisburg Corporate Gateway Partners, L.P.:

	For the Three Months Ended March 31,
	2009			2008
Revenues	$	2,420		$	2,383
Property operating expenses	(835		)	(825		)
Interest expense	(969		)	(980		)
Depreciation and amortization expense	(811		)	(830		)
Net loss	$	(195	)	$	(252	)

The table below sets forth information pertaining to our investments in consolidated joint ventures at March 31, 2009:

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		Ownership			Total		Collateralized
	Date	% at		Nature of	Assets at		Assets at
	Acquired	3/31/2009		Activity	3/31/2009		3/31/2009
M Square Associates, LLC	6/26/2007	45.0	%	Developing land parcels (1)	$	36,208	$	—
Arundel Preserve #5, LLC	7/2/2007	50.0	%	Developing land parcel (2)	28,696		—
COPT Opportunity Invest I, LLC	12/20/2005	92.5	%	Redeveloping one property (3)	28,461		—
COPT-FD Indian Head, LLC	10/23/2006	75.0	%	Developing land parcel (4)	6,808		—
MOR Forbes 2 LLC	12/24/2002	50.0	%	Operates one building (5)	4,605		—
					$	104,778	$	—

��

(1)		This joint venture is developing land parcels located in College Park, Maryland. We own a 90% interest in Enterprise Campus Developer, LLC, which in turn owns a 50% interest in M Square.
(2)		This joint venture is developing a land parcel located in Hanover, Maryland.
(3)		This joint venture owns a property in the Baltimore/Washington Corridor region.
(4)		This joint venture’s property is located in Charles County, Maryland (located in our “Other” business segment).
(5)		This joint venture’s property is located in Lanham, Maryland (located in the Suburban Maryland region).

Our commitments and contingencies pertaining to our real estate joint ventures are disclosed in Note 17.

Our debt consisted of the following:

	Maximum							Scheduled
	Principal		Carrying Value at					Maturity
	Amount at		March 31,		December 31,		Stated Interest Rates	Dates at
	March 31, 2009		2009		2008		at March 31, 2009	March 31, 2009
Mortgage and other loans payable:
Revolving Credit Facility	$	600,000	$	424,000	$	392,500	LIBOR + 0.75% to 1.25% (1)	September 30, 2011 (2)

Mortgage and Other Secured Loans
Fixed rate mortgage loans (3)	N/A		935,102		967,617		5.20% - 8.63% (4)	2009 - 2034 (5)
Revolving Construction Facility (6)	225,000		93,303		81,267		LIBOR + 1.60% to 2.00%	May 2, 2011 (2)
Other variable rate secured loans	N/A		221,400		221,400		LIBOR + 2.25% (7)	August 1, 2012 (2)
Other construction loan facilities	48,000		40,589		40,589		LIBOR + 1.50% (8)	2009
Total mortgage and other secured loans			1,290,394		1,310,873

Note payable
Unsecured seller note	N/A		750		750		5.95%	2016
Total mortgage and other loans payable			1,715,144		1,704,123

3.5% Exchangeable Senior Notes	N/A		153,488		152,628		3.50%	September 2026 (9)
Total debt			$	1,868,632	$	1,856,751

(1)		The interest rate on the Revolving Credit Facility was 1.33% at March 31, 2009.
(2)		These loans may be extended for a one-year period at our option, subject to certain conditions.
(3)		Several of the fixed rate mortgages carry interest rates that were above or below market rates upon assumption and therefore were recorded at their fair value based on applicable effective interest rates. The carrying values of these loans reflect net premiums totaling $468 at March 31, 2009 and $501 at December 31, 2008.
(4)		The weighted average interest rate on these loans was 5.68% at March 31, 2009.
(5)		A loan with a balance of $4,721 at March 31, 2009 that matures in 2034 may be repaid in March 2014, subject to certain conditions.
(6)		The weighted average interest rate on this loan was 2.19% at March 31, 2009.
(7)		The one loan in this category at March 31, 2009 is subject to a floor of 4.25%, which was the interest rate in effect at March 31, 2009.
(8)		The weighted average interest rate on these loans was 1.93% at March 31, 2009.
(9)		As described further in our 2008 Annual Report on Form 10-K, the notes have an exchange settlement feature that provides that they may, under certain circumstances, be exchangeable for cash (up to the principal amount of the notes) and, with respect to any excess exchange value, may be exchangeable into (at our option) cash, our common shares or a combination of cash and our common shares at an exchange rate (subject to adjustment) of 18.7661 shares per one thousand dollar principal amount of the notes (exchange rate is as of March 31, 2009 and is equivalent to an exchange price of $53.29 per common share). The carrying value of these notes included a principal amount of $162,500 and an unamortized discount totaling $9,012 at March 31, 2009 and $9,872 at December 31, 2008. The effective interest rate under the notes, including amortization of the discount, was 5.97%. The table below sets forth interest expense recognized on these notes before deductions for amounts capitalized:

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	For the Three Months Ended March 31,
	2009		2008
Interest expense on effective interest rate	$	1,422	$	1,750
Interest expense associated with amortization of discount	860		998
Total	$	2,282	$	2,748

We capitalized interest costs of $4,499 in the three months ended March 31, 2009 and $4,765 in the three months ended March 31, 2008.

8. Derivatives

We are exposed to certain risks arising from changes in market conditions conditions. These changes in market conditions may adversely affect our financial performance. We use derivative financial instruments to assist in managing our exposure to these changes in market conditions. Specifically, we enter into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash payments related to our borrowings.

Our primary objectives in using interest rate derivatives are to add stability to interest expense and to manage exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During 2009, these derivatives were used to hedge the variable cash flows associated with both existing and future variable-rate debt. We defer the effective portion of the changes in fair value of the designated cash flow hedges to accumulated other comprehensive loss (“AOCL”) and reclassify such deferrals to interest expense as interest expense is recognized on the hedged forecasted transactions. We recognize directly in interest expense the ineffective portion of the change in fair value of interest rate derivatives. We do not use derivatives for trading or speculative purposes and do not have any derivatives that are not designated as hedges as of March 31, 2009.

As of March 31, 2009, we had six outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk with an aggregate notional value of $420,000. All six derivative instruments were interest rate swaps. Under one of these interest rate derivatives, we are hedging our exposure to the variability in future cash flows for forecasted transactions over the period ending January 1, 2010. The table below sets forth the fair value of our derivative financial instruments as well as their classification on our Consolidated Balance Sheet as of March 31, 2009:

	March 31, 2009
Derivatives Designated as Hedging Instruments Under SFAS 133	Balance Sheet Location	Fair Value
Interest Rate Swaps	Other liabilities	$	(4,217	)

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The tables below present the effect of our derivative financial instruments on our Consolidated Statements of Operations and comprehensive income for the three months ended March 31, 2009:

Amount of Loss

Location of Loss

Recognized in Income

Amount of Loss

Location of Loss

Amount of Loss

Recognized in Income

(Ineffective Portion

Recognized in AOCL

Reclassified

Reclassified from AOCL into

(Ineffective Portion

and Amount Excluded From

(Effective Portion)

from AOCL into

Income (Effective Portion)

and Amount

Effectiveness Testing)

Derivatives in SFAS 133 Cash

for Three Months

Income (Effective

for Three Months Ended

Excluded from

for Three Months Ended

Flow Hedging Relationships

Ended March 31, 2009

Portion)

March 31, 2009

Effectiveness Testing)

March 31, 2009

Interest Rate Swaps

1,381

Interest expense

2,299

Interest expense

279

Over the next 12 months, we estimate that approximately $3,900 will be reclassified from AOCL as an increase to interest expense.

We have agreements with each of our derivative counterparties that contain provisions under which if we default, or are capable of being declared in default, on any of our indebtedness, we could also be declared in default on our derivative obligations.

We have agreements with our derivative counterparties that incorporate the loan covenant provisions of our indebtedness with a lender affiliate of the derivative counterparty. Failure to comply with the loan covenant provisions would result in our being in default on any derivative instrument obligations covered by the agreements.

As of March 31, 2009, the fair value of derivatives in a liability position related to these agreements was $4,217. As of March 31, 2009, we had not posted any collateral related to these agreements. We are not in default with any of these provisions. If we breached any of these provisions, we would be required to settle our obligations under the agreements at their termination value of $5,072.

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Common Shares

During the three months ended March 31, 2009, we converted 2,310,000 common units in our Operating Partnership into common shares on the basis of one common share for each common unit.

See Note 14 for disclosure of common share activity pertaining to our share-based compensation plans.

Accumulated Other Comprehensive Loss

The table below sets forth activity in the accumulated other comprehensive loss component of shareholders’ equity:

	For the Three Months Ended March 31,
	2009			2008
Beginning balance	$	(4,749	)	$	(2,372	)
Amount of loss recognized in AOCL (effective portion)	(1,381		)	(2,680		)
Amount of loss reclassified from AOCL to income	2,299			328
Adjustment to AOCL attributable to noncontrolling interests	575			356
Ending balance	$	(3,256	)	$	(4,368	)

The table below sets forth total comprehensive income and total comprehensive income attributable to COPT:

	For the Three Months
	Ended March 31,
	2009			2008
Net income	$	18,166		$	12,181
Amount of loss recognized in AOCL (effective portion)	(1,381		)	(2,680		)
Amount of loss reclassified from AOCL to income	2,299			328
Total comprehensive income	19,084			9,829
Net income attributable to noncontrolling interests	(2,019		)	(1,467		)
Other comprehensive income attributable to noncontrolling interests	(116		)	359
Total comprehensive income attributable to COPT	$	16,949		$	8,721

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The following table summarizes our dividends and distributions when either the payable dates or record dates occurred during the three months ended March 31, 2009:

	Record Date	Payable Date	Dividend/ Distribution Per Share/Unit
Series G Preferred Shares:
Fourth Quarter 2008	December 31, 2008	January 15, 2009	$	0.5000
First Quarter 2009	March 31, 2009	April 15, 2009	$	0.5000

Series H Preferred Shares:
Fourth Quarter 2008	December 31, 2008	January 15, 2009	$	0.4688
First Quarter 2009	March 31, 2009	April 15, 2009	$	0.4688

Series J Preferred Shares:
Fourth Quarter 2008	December 31, 2008	January 15, 2009	$	0.4766
First Quarter 2009	March 31, 2009	April 15, 2009	$	0.4766

Series K Preferred Shares:
Fourth Quarter 2008	December 31, 2008	January 15, 2009	$	0.7000
First Quarter 2009	March 31, 2009	April 15, 2009	$	0.7000

Common Shares:
Fourth Quarter 2008	December 31, 2008	January 15, 2009	$	0.3725
First Quarter 2009	March 31, 2009	April 15, 2009	$	0.3725

Series I Preferred Units:
Fourth Quarter 2008	December 31, 2008	January 15, 2009	$	0.4688
First Quarter 2009	March 31, 2009	April 15, 2009	$	0.4688

Common Units:
Fourth Quarter 2008	December 31, 2008	January 15, 2009	$	0.3725
First Quarter 2009	March 31, 2009	April 15, 2009	$	0.3725

	For the Three Months Ended
	March 31,
	2009		2008
Supplemental schedule of non-cash investing and financing activities:

Increase (decrease) in accrued capital improvements, leasing, and acquisition costs	$	3,622	$	(11,089	)
Consolidation of real estate joint venture:
Real estate assets	$	—	$	14,208
Prepaid and other assets	—		(12,530		)
Minority interest	—		(1,678		)
Net adjustment	$	—	$	—
Increase (decrease) in fair value of derivatives applied to AOCL and noncontrolling interests	$	885	$	(2,368	)
Dividends/distribution payable	$	25,891	$	22,519
Decrease in noncontrolling interests and increase in shareholders’ equity in connection with the conversion of common units into common shares	$	53,808	$	420
Adjustments to noncontrolling interests resulting from changes in ownership of Operating Partnership by COPT	$	19,101	$	—

Under SFAS 157, fair value is defined as the exit price, or the amount that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. SFAS 157 also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed

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based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy of these inputs is broken down into three levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs include (1) quoted prices for similar assets or liabilities in active markets, (2) quoted prices for identical or similar assets or liabilities in markets that are not active and (3) inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The assets held in connection with our non-qualified elective deferred compensation plan and the corresponding liability to the participants are measured at fair value on a recurring basis on our consolidated balance sheet using quoted market prices. The assets are treated as trading securities for accounting purposes and included in restricted cash on our consolidated balance sheet. The offsetting liability is adjusted to fair value at the end of each accounting period based on the fair value of the plan assets and reported in other liabilities in our consolidated balance sheet. The assets and corresponding liability of our non-qualified elective deferred compensation plan are classified in Level 1 of the fair value hierarchy.

The valuation of our derivatives is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate market data and implied volatilities in such interest rates. While we determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy under SFAS 157, the credit valuation adjustments associated with our derivatives also utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. However, as of ~~September 30, 2008,~~March 31, 2009, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivatives and determined that these adjustments are not significant to the overall valuation of our derivatives. As a result, we determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The table below sets forth our financial assets and liabilities that are accounted for at fair value on a recurring basis as of ~~September 30, 2008:~~March 31, 2009:

~~Table of Contents~~

	Quoted Prices in								Quoted Prices in
	Active Markets for		Significant Other		Significant				Active Markets for		Significant Other		Significant
	Identical Assets		Observable Inputs		Unobservable Inputs				Identical Assets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Deferred compensation plan assets (1)	$	5,630	$	—	$	—	$	5,630	$	4,569	$	—	$	—	$	4,569
Liabilities:
Deferred compensation plan liability (2)	$	5,630	$	—	$	—	$	5,630	$	4,569	$	—	$	—	$	4,569
Interest rate swap contracts (2)	—		1,531		—		1,531		—		4,217		—		4,217
Liabilities	$	5,630	$	1,531	$	—	$	7,161	$	4,569	$	4,217	$	—	$	8,786

(1) Included in the line entitled “restricted cash” on our Consolidated Balance Sheet.

(2) Included in the line entitled “other liabilities” on our Consolidated Balance Sheet.

~~Other Recent Accounting Pronouncements~~

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. We adopted SFAS 159 on a prospective basis effective January 1, 2008. Our adoption of SFAS 159 did not have a material effect on our financial position, results of operations or cash flows since we did not elect to apply the fair value option for any of our eligible financial instruments or other items on the January 1, 2008 effective date.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transactions; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. While we are currently assessing the impact of SFAS 141(R) on our consolidated financial position and results of operations, SFAS 141(R) will require us to expense transaction costs associated with property acquisitions occurring subsequent to the pronouncement’s effective date, which is a significant change since our current practice is to capitalize such costs into the cost of the acquisitions.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”). SFAS 160 requires all entities to report noncontrolling (minority) interests in subsidiaries as equity in the consolidated financial statements. SFAS 160 is effective for fiscal years beginning after December 15, 2008. We are currently assessing the impact of SFAS 160 on our consolidated financial position and results of operations.

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). This new standard expands the disclosure requirements for derivative instruments and for hedging activities in order to provide users of financial statements with an enhanced understanding of: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” and its related interpretations; and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is to be applied prospectively for the first annual reporting period beginning on or after November 15, 2008. We are evaluating the impact that SFAS 161 will have on our reporting for derivatives.

In May 2008, the FASB issued FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB-14-1”). FSP APB-14-1 requires that the initial proceeds from convertible debt instruments that may be settled in cash, including partial cash settlements, be allocated between a liability component and an equity component associated with the embedded conversion option. This pronouncement’s objective is to require the liability and equity components of convertible debt to be separately accounted for in order to enable interest expense to be recorded at a

~~Table of Contents~~

rate that would reflect the issuer’s conventional debt borrowing rate (previously, interest expense on such debt was recorded based on the contractual rate of interest under the debt). Under this pronouncement, the liability component is recorded at its fair value, as calculated based on the present value of its cash flows discounted using the issuer’s conventional debt borrowing rate. The equity component is recorded based on the difference between the debt proceeds and the fair value of the liability. The difference between the liability’s principal amount and fair value is reported as a debt discount and amortized as interest expense over the debt’s expected life using the effective interest method. The provisions of FSP APB-14-1 will be effective beginning January 1, 2009 and are to be applied retrospectively to all periods presented. While we are in the process of evaluating FSP APB-14-1, we currently believe that this pronouncement will affect the accounting for our 3.5% Exchangeable Senior Notes by resulting in our recognition of additional annual interest expense of approximately $3,000 to $4,000 over the five-year expected life of the debt, beginning on the debt’s September 18, 2006 origination date.

~~Operating properties consisted of the following:~~

September 30,

December 31,

2008

2007

Land

$
421,311

$
413,779

Buildings and improvements

2,159,530

2,064,960

2,580,841

2,478,739

Less: accumulated depreciation

(339,429
)
(285,800
)

$
2,241,412

$
2,192,939

As of December 31, 2007, 429 Ridge Road, an office property located in Dayton, New Jersey that we were under contract to sell for $17,000, was classified as held for sale (Dayton, New Jersey is located in the Northern/Central New Jersey Region). We completed the sale of this property on January 31, 2008. The components associated with 429 Ridge Road as of December 31, 2007 included the following:

December 31,

2007

Land

$
2,932

Buildings and improvements

15,003

17,935

Less: accumulated depreciation

(2,947
)

$
14,988

~~Projects we had under construction or development consisted of the following:~~

September 30,

December 31,

2008

2007

Land

$
221,066

$
214,696

Construction in progress

274,809

181,316

$
495,875

$
396,012

~~Table of Contents~~

~~2008 Acquisitions~~

~~We acquired the following office properties during the nine months ended September 30, 2008:~~

Total

Date of

Number of

Rentable

Acquisition

Project Name

Location

Acquisition

Buildings

Square Feet

Cost

3535 Northrop Grumman Point

Colorado Springs, CO

6/10/2008

1

124,305

$
23,240

1560 Cable Ranch Road (Buildings A and B)

San Antonio, TX

6/19/2008

2

122,975

17,317

3

247,280

$
40,557

~~The table below sets forth the allocation of the acquisition costs of these properties:~~

3535 Northrop

1560 Cable

Grumman Point

Ranch Road

Total

Land, operating properties

$
—

$
3,396

$
3,396

Building and improvements

22,163

10,315

32,478

Intangible assets on real estate acquisitions

3,423

4,208

7,631

Total assets

25,586

17,919

43,505

Deferred revenue associated with acquired operating leases

(2,346
)
(602
)
(2,948
)
Total acquisition cost

$
23,240

$
17,317

$
40,557

~~Intangible assets recorded in connection with the above acquisitions included the following:~~

Weighted

Average

Amortization

Period (in Years)

Lease-up value

$
4,558

10

Tenant relationship value

1,537

12

Lease cost portion of deemed cost avoidance

1,536

11

$
7,631

11

~~We also completed the following acquisitions during the nine months ended September 30, 2008:~~

·a 107-acre land parcel in Frederick, Maryland that we believe can support approximately 1.0 million developable square feet for $8,696 on August 28, 2008 (Frederick, Maryland is located in our Suburban Maryland region); and

·~~a 31-acre land parcel located in San Antonio, Texas (“San Antonio”) that we believe can support approximately 500,000 developable square feet for $8,126 on July 16, 2008.~~

~~2008 Construction, Development and Redevelopment Activities~~

During the nine months ended September 30, 2008, we had five properties totaling 438,347 square feet become fully operational (89,497 of these square feet were placed into service in 2007); three of these properties are located in Colorado Springs, Colorado (“Colorado Springs”) and two in the Baltimore/Washington Corridor. We also placed into service an aggregate of 85,221 square feet in two partially operational properties located in Colorado Springs and Suburban Maryland.

As of September 30, 2008, we had construction underway on four new properties each in Colorado Springs and the Baltimore/Washington Corridor (including one through a joint venture) and two each in San Antonio and Suburban Maryland (including two through a joint venture). We also had development activities underway on three new properties each in the Baltimore/Washington Corridor and Suburban Baltimore, two in San Antonio and one in Suburban Maryland. In addition, we had redevelopment underway on two properties owned by a joint venture (one located in the Baltimore/Washington Corridor and the other in Northern Virginia).

~~Table of Contents~~

~~2008 Dispositions~~

~~We sold the following operating properties during the nine months ended September 30, 2008:~~

Number

Total

Date of

of

Rentable

Gain on

Project Name

Location

Sale

Buildings

Square Feet

Sale Price

Sale

429 Ridge Road

Dayton, New Jersey

1/31/2008

1

142,385

$
17,000

$
1,365

7253 Ambassador Road

Woodlawn, Maryland

6/2/2008

1

38,930

5,100

1,278

47 Commerce Road

Cranbury, New Jersey

4/1/2008

1

41,398

3,150

—

3

222,713

$
25,250

$
2,643

~~The gain from these sales is included on the line of our Consolidated Statements of Operations entitled “(loss) income from discontinued operations, net of minority interests.”~~

During the nine months ended September 30, 2008, we also completed the sale of six recently constructed office condominiums located in Herndon Virginia (located in the Northern Virginia region) for sale prices totaling $8,388 in the aggregate. We recognized an aggregate gain before minority interests and taxes of $1,368 on these sales, which is included on the line of our Consolidated Statements of Operations entitled “gain on sales of real estate, net”.

~~The table below sets forth the components of the line on our Consolidated Statements of Operations entitled “gain on sales of real estate” for the three and nine months ended September 30, 2008:~~

For the Three Months

For the Nine Months

Ended September 30,

Ended September 30,

2008

2007

2008

2007

Gain on sales of real estate

$
4

$
1,227

$
1,682

$
1,421

Income taxes

—

—

(578
)
(3
)
Minority interests

Common units in the Operating Partnership

—

(189
)
(151
)
(219
)
Other consolidated entities

—

—

(116
)
—

Gain on sale of real estate, net

$
4

$
1,038

$
837

$
1,199

6.~~Real Estate Joint Ventures~~

During the nine months ended September 30, 2008, we had an investment in one unconsolidated real estate joint venture accounted for using the equity method of accounting. Information pertaining to this joint venture investment is set forth below.

Investment Balance at

Total

Maximum

September 30,

December 31,

Date

Nature of

Assets at

Exposure

2008

2007

Acquired

Ownership

Activity

9/30/2008

to Loss (1)

Harrisburg Corporate Gateway Partners, L.P.

$
(4,668
)(2)
$
(4,246
)(2)
9/29/2005

20
%
Operates 16 buildings
(3)
$
70,387

$
—

~~(1)~~		Derived from the sum of our investment balance and maximum additional unilateral capital contributions or loans required from us. Not reported above are additional amounts that we and our partner are required to fund when needed by this joint venture; these funding requirements are proportional to our respective ownership percentages. Also not reported above are additional unilateral contributions or loans from us, the amounts of which are uncertain, which we would be required to make if certain contingent events occur.
~~(2)~~		The carrying amount of our investment in this joint venture was lower than our share of the equity in the joint venture by $5,196 at September 30, 2008 and December 31, 2007 due to our deferral of gain on the contribution by us of real estate into the joint venture upon its formation. A difference will continue to exist to the extent the nature of our continuing involvement in the joint venture remains the same.
~~(3)~~		~~This joint venture’s properties are located in Greater Harrisburg, Pennsylvania.~~

~~The following table sets forth condensed balance sheets for Harrisburg Corporate Gateway Partners, L.P.:~~

~~Table of Contents~~

September 30,

December 31,

2008

2007

Commercial real estate property

$
62,711

$
63,773

Other assets

7,676

9,051

Total assets

$
70,387

$
72,824

Liabilities

$
67,762

$
67,991

Owners’ equity

2,625

4,833

Total liabilities and owners’ equity

$
70,387

$
72,824

~~The following table sets forth condensed statements of operations for Harrisburg Corporate Gateway Partners, L.P.:~~

For the Three Months

For the Nine Months

Ended September 30,

Ended September 30,

2008

2007

2008

2007

Revenues

$
2,432

$
2,455

$
7,228

$
7,325

Property operating expenses

(870
)
(850
)
(2,571
)
(2,686
)
Interest expense

(991
)
(991
)
(2,951
)
(3,109
)
Depreciation and amortization expense

(824
)
(842
)
(2,484
)
(2,564
)
Net loss

$
(253
)
$
(228
)
$
(778
)
$
(1,034
)

On January 29, 2008, we completed the formation of M Square Associates, LLC (“M Square”), a consolidated joint venture in which we hold a 50% equity interest through Enterprise Campus Developer, LLC, another consolidated joint venture in which we own a 90% interest. M Square was formed to develop and own office properties, approved for up to approximately 750,000 square feet, located in M Square Research Park in College Park, Maryland (located in the Suburban Maryland region).

~~The table below sets forth information pertaining to our investments in consolidated joint ventures at September 30, 2008:~~

Ownership

Total

Collateralized

Date

% at

Nature of

Assets at

Assets at

Acquired

9/30/2008

Activity

9/30/2008

9/30/2008

COPT Opportunity Invest I, LLC

12/20/2005

92.5
%
Redeveloping two properties (1)

$
43,833

$
—

Arundel Preserve #5, LLC

7/2/2007

50.0
%
Developing land parcel (2)

27,126

—

Enterprise Campus Developer, LLC

6/26/2007

90.0
%
Developing land parcels (3)

25,402

—

COPT-FD Indian Head, LLC

10/23/2006

75.0
%
Developing land parcel (4)

4,959

—

MOR Forbes 2 LLC

12/24/2002

50.0
%
Operates one building (5)

4,472

—

13849 Park Center Road, LLC

10/2/2007

92.5
%
Redeveloping one property (6)

563

—

$
106,355

$
—

~~(1)~~		~~This joint venture owns one property in the Northern Virginia region and one in the Baltimore/Washington Corridor region.~~
~~(2)~~		~~This joint venture is developing a land parcel located in Hanover, Maryland (located in the Baltimore/Washington Corridor region).~~
~~(3)~~		~~This joint venture is developing land parcels located in College Park, Maryland through the M Square joint venture.~~
~~(4)~~		~~This joint venture’s property is located in Charles County, Maryland (located in our “other” business segment).~~
~~(5)~~		~~This joint venture’s property is located in Lanham, Maryland (located in the Suburban Maryland region).~~
~~(6)~~		~~This joint venture is redeveloping a property in the Northern Virginia region.~~

~~Our commitments and contingencies pertaining to our real estate joint ventures are disclosed in Note 20.~~

~~Intangible assets on real estate acquisitions consisted of the following:~~

~~Table of Contents~~

September 30, 2008

December 31, 2007

Gross Carrying

Accumulated

Net Carrying

Gross Carrying

Accumulated

Net Carrying

Amount

Amortization

Amount

Amount

Amortization

Amount

Lease-up value

$
129,613

$
68,893

$
60,720

$
125,338

$
58,435

$
66,903

Tenant relationship value

36,514

11,914

24,600

35,189

7,892

27,297

Lease cost portion of deemed cost avoidance

18,587

10,436

8,151

17,133

8,697

8,436

Lease to market value

14,428

10,744

3,684

14,428

9,555

4,873

Market concentration premium

1,333

206

1,127

1,333

181

1,152

$
200,475

$
102,193

$
98,282

$
193,421

$
84,760

$
108,661

Amortization of the intangible asset categories set forth above totaled $17,578 in the nine months ended September 30, 2008 and $24,451 in the nine months ended September 30, 2007. The approximate weighted average amortization periods of the categories set forth above follow: lease-up value: nine years; tenant relationship value: seven years; lease cost portion of deemed cost avoidance: six years; lease to market value: four years; and market concentration premium: 34 years. The approximate weighted average amortization period for all of the categories combined is nine years. Estimated amortization expense associated with the intangible asset categories set forth above is $5,083 for the three months ending December 31, 2008, $19,002 for 2009, $14,815 for 2010, $11,984 for 2011, $9,739 for 2012 and $7,170 for 2013.

~~Deferred charges consisted of the following:~~

September 30,

December 31,

2008

2007

Deferred leasing costs

$
66,632

$
63,052

Deferred financing costs

27,869

32,617

Goodwill

1,853

1,853

Deferred other

155

155

96,509

97,677

Accumulated amortization

(44,829
)
(48,626
)
Deferred charges, net

$
51,680

$
49,051

~~Our accounts receivable are reported net of an allowance for bad debts of $1,328 at September 30, 2008 and $798 at December 31, 2007.~~

~~Prepaid and other assets consisted of the following:~~

September 30,

December 31,

2008

2007

Construction contract costs incurred in excess of billings

$
28,893

$
19,425

Mortgage loan receivable (1)

28,418

3,582

Prepaid expenses

21,013

13,907

Furniture, fixtures and equipment

11,951

11,410

Other assets

10,173

3,657

Prepaid expenses and other assets

$
100,448

$
51,981

(1) On August 26, 2008, we loaned $24,813 to the owner of a 17-story Class A+ rental office property containing 470,603 square feet in Baltimore, Maryland. We have a secured interest in the ownership of the entity that owns the property and adjacent land parcels that is subordinate to that of a first mortgage on the property. The loan, which matures on August 26, 2011, carries a primary interest rate of 16.0%, although certain fundings available under the loan agreement totaling up to $1,550 carry an interest rate of 20%.

~~Table of Contents~~

While interest is payable to us under the loan on a monthly basis, to the extent that the borrower does not have sufficient net operating cash flow (as defined in the agreement) to pay all or a portion of the interest due under the loan in a given month, such unpaid portion of the interest shall be added to the loan principal amount used to compute interest in the following month. We are obligated to fund an aggregate of up to $26,550 under this loan, excluding any future compounding of unpaid interest. Our maximum exposure to loss under this loan is equal to any outstanding principal, including any unpaid compounded interest. The balance of this mortgage loan receivable was $24,836 at September 30, 2008.

~~Our debt consisted of the following:~~

Maximum

Scheduled

Principal Amount

Carrying Value at

Maturity

Under Debt at

September 30,

December 31,

Stated Interest Rates

Dates at

September 30, 2008

2008

2007

at September 30, 2008

September 30, 2008

Mortgage and other loans payable:

Revolving Credit Facility

$
600,000

$
380,500

$
361,000

LIBOR + 0.75% to 1.25%

September 30, 2011 (1)

Mortgage and Other Secured Loans

Fixed rate mortgage loans (2)

N/A

970,510

1,124,551

5.20% - 8.63% (3)

2009 - 2034 (4)

Revolving Construction Facility (5)

225,000

41,532

—

LIBOR + 1.60% to 2.00%

May 2, 2011 (1)

Other variable rate secured loans

N/A

221,400

34,500

LIBOR + 2.25%

August 1, 2012 (1)

Other construction loan facilities

48,000

40,588

104,089

LIBOR + 1.50%

2009

Total mortgage and other secured loans

1,274,030

1,263,140

Note payable

Unsecured seller notes

N/A

1,750

1,702

0% - 5.95%

2008-2016

Total mortgage and other loans payable

1,656,280

1,625,842

3.5% Exchangeable Senior Notes

N/A

200,000

200,000

3.50%

September 2026 (6)

Total debt

$
1,856,280

$
1,825,842

~~(1)~~		~~These facilities may be extended for a one-year period at our option, subject to certain conditions.~~
~~(2)~~		Several of the fixed rate mortgages carry interest rates that were above or below market rates upon assumption and therefore are recorded at their fair value based on applicable effective interest rates. The carrying values of these loans reflect net premiums totaling $535 at September 30, 2008 and $605 at December 31, 2007.
~~(3)~~		~~The weighted average interest rate on these loans was 5.72% at September 30, 2008.~~
~~(4)~~		~~A loan with a balance of $4,762 at September 30, 2008 that matures in 2034 may be repaid in March 2014, subject to certain conditions.~~
~~(5)~~		~~This loan is described in further detail below.~~
~~(6)~~		~~Refer to our 2007 Annual Report on Form 10-K for descriptions of provisions for early redemption and repurchase of these notes.~~

On May 2, 2008, we entered into a construction loan agreement with a group of lenders for which KeyBanc Capital Markets, Inc. acted as arranger, KeyBank National Association acted as administrative agent, Bank of America, N.A. acted as syndication agent and Manufacturers and Traders Trust Company acted as documentation agent; this loan is referred to in the table above as the “Revolving Construction Facility.” The construction loan agreement provides for an aggregate commitment by the lenders of $225,000, with a right for us to further increase the lenders’ aggregate commitment during the term to a maximum of $325,000, subject to certain conditions. Ownership interests in the properties for which construction costs are being financed through loans under the agreement are pledged as collateral. Borrowings are generally available for properties included in this construction loan agreement based on 85% of the total budgeted costs of construction of the applicable improvements for such properties as set forth in the properties’ construction budgets, subject to certain other loan-to-value and debt coverage requirements. As loans for properties under the construction loan agreement are repaid in full and the ownership interests in such properties are no longer pledged as collateral, capacity under the construction loan agreement’s aggregate commitment will be restored, giving us the ability to obtain new loans for other construction properties in which we pledge the ownership interests as collateral. The construction loan agreement matures on May 2, 2011 and may be extended by one year at our option, subject to certain conditions. The variable interest rate on each loan is based on one of the following, to be selected by us: (1) subject to certain conditions, the LIBOR rate for the interest period designated by us (customarily the 30-day rate) plus 1.6% to 2.0%, as determined by our

~~Table of Contents~~

leverage levels at different points in time; or (2) the greater of (a) the prime rate of the lender then acting as agent or (b) the Federal Funds Rate, as defined in the construction loan agreement, plus 0.50%. Interest is payable at the end of each interest period (as defined in the agreement), and principal outstanding under each loan under the agreement is payable on the maturity date. The construction loan agreement also carries a quarterly fee that is based on the unused amount of the commitment multiplied by a per annum rate of 0.125% to 0.20%.

On July 18, 2008, we borrowed $221,400 under a mortgage loan requiring interest only payments for the term at a variable rate of LIBOR plus 225 basis points. This loan facility has a four-year term with an option to extend by an additional year.

~~We capitalized interest costs of $13,428 in the nine months ended September 30, 2008 and $13,957 in the nine months ended September 30, 2007.~~

~~12. Derivatives~~

~~The following table sets forth our interest rate swap contracts in place during the nine months ended September 30, 2008 and their respective fair values:~~

Fair Value at

Notional

One-Month

Effective

Expiration

September 30,

December 31,

Amount

LIBOR Base

Date

Date

2008

2007

$
50,000

4.3300
%
10/23/2007

10/23/2009

$
(625
)
$
(596
)
50,000

5.0360
%
3/28/2006

3/30/2009

(376
)
(765
)
25,000

5.2320
%
5/1/2006

5/1/2009

(265
)
(486
)
25,000

5.2320
%
5/1/2006

5/1/2009

(265
)
(486
)

$
(1,531
)
$
(2,333
)

~~These amounts are included on our Consolidated Balance Sheets as other liabilities.~~

We designated these derivatives as cash flow hedges. These contracts hedge the risk of changes in interest rates on certain of our one-month LIBOR-based variable rate borrowings until their respective maturities.

~~The table below sets forth our accounting application of changes in derivative fair values:~~

For the Three Months

For the Nine Months

Ended September 30,

Ended September 30,

2008

2007

2008

2007

Beginning balance

$
(2,648
)
$
113

$
(2,333
)
$
(308
)
Increase (decrease) in fair value applied to accumulated other comprehensive loss and minority interests

1,117

(1,065
)
802

(644
)
Ending balance

$
(1,531
)
$
(952
)
$
(1,531
)
$
(952
)

~~Preferred Shares~~

~~Preferred shares of beneficial interest (“preferred shares”) consisted of the following:~~

September 30,

December 31,

2008

2007

2,200,000 designated as Series G Cumulative Redeemable Preferred Shares of beneficial interest (2,200,000 shares issued with an aggregate liquidation preference of $55,000)

$
22

$
22

2,000,000 designated as Series H Cumulative Redeemable Preferred Shares of beneficial interest (2,000,000 shares issued with an aggregate liquidation preference of $50,000)

20

20

3,390,000 designated as Series J Cumulative Redeemable Preferred Shares of beneficial interest (3,390,000 shares issued with an aggregate liquidation preference of $84,750)

34

34

531,667 designated as Series K Cumulative Redeemable Convertible Preferred Shares of beneficial interest (531,667 shares issued with an aggregate liquidation preference of $26,583)

5

5

Total preferred shares

$
81

$
81

~~Common Shares~~

~~During the nine months ended September 30, 2008, we converted 55,242 common units in our Operating Partnership into common shares on the basis of one common share for each common unit.~~

In September 2008, we issued 3.7 million common shares at a public offering price of $39 per share. We contributed the net proceeds after underwriting discounts but before offering costs totaling $139,203 to our Operating Partnership in exchange for 3.7 million common units.

~~See Note 17 for disclosure of common share activity pertaining to our share-based compensation plans.~~

~~Accumulated Other Comprehensive Loss~~

~~The table below sets forth activity in the accumulated other comprehensive loss component of shareholders’ equity:~~

For the Nine Months

Ended September 30,

2008

2007

Beginning balance

$
(2,372
)
$
(693
)
Unrealized gain (loss) on derivatives, net of minority interests

657

(561
)
Realized loss on derivatives, net of minority interests

39

39

Ending balance

$
(1,676
)
$
(1,215
)

~~The table below sets forth our comprehensive income:~~

For the Three Months

For the Nine Months

Ended September 30,

Ended September 30,

2008

2007

2008

2007

Net income

$
12,949

$
11,431

$
37,197

$
24,855

Unrealized gain (loss) on derivatives, net of minority interests

926

(903
)
657

(561
)
Realized loss on derivatives, net of minority interests

13

13

39

39

Total comprehensive income

$
13,888

$
10,541

$
37,893

$
24,333

~~Table of Contents~~

~~The following table summarizes our dividends and distributions when either the payable dates or record dates occurred during the nine months ended September 30, 2008:~~

Record Date

Payable Date

Dividend/
Distribution Per
Share/Unit

Total Dividend/
Distribution

Series G Preferred Shares:

Fourth Quarter 2007

December 31, 2007

January 15, 2008

$
0.5000

$
1,100

First Quarter 2008

March 31, 2008

April 15, 2008

$
0.5000

$
1,100

Second Quarter 2008

June 30, 2008

July 15, 2008

$
0.5000

$
1,100

Third Quarter 2008

September 30, 2008

October 15, 2008

$
0.5000

$
1,100

Series H Preferred Shares:

Fourth Quarter 2007

December 31, 2007

January 15, 2008

$
0.4688

$
938

First Quarter 2008

March 31, 2008

April 15, 2008

$
0.4688

$
938

Second Quarter 2008

June 30, 2008

July 15, 2008

$
0.4688

$
938

Third Quarter 2008

September 30, 2008

October 15, 2008

$
0.4688

$
938

Series J Preferred Shares:

Fourth Quarter 2007

December 31, 2007

January 15, 2008

$
0.4766

$
1,616

First Quarter 2008

March 31, 2008

April 15, 2008

$
0.4766

$
1,616

Second Quarter 2008

June 30, 2008

July 15, 2008

$
0.4766

$
1,616

Third Quarter 2008

September 30, 2008

October 15, 2008

$
0.4766

$
1,616

Series K Preferred Shares:

Fourth Quarter 2007

December 31, 2007

January 15, 2008

$
0.7000

$
372

First Quarter 2008

March 31, 2008

April 15, 2008

$
0.7000

$
372

Second Quarter 2008

June 30, 2008

July 15, 2008

$
0.7000

$
372

Third Quarter 2008

September 30, 2008

October 15, 2008

$
0.7000

$
372

Common Shares:

Fourth Quarter 2007

December 31, 2007

January 15, 2008

$
0.3400

$
16,097

First Quarter 2008

March 31, 2008

April 15, 2008

$
0.3400

$
16,173

Second Quarter 2008

June 30, 2008

July 15, 2008

$
0.3400

$
16,197

Third Quarter 2008

September 30, 2008

October 15, 2008

$
0.3725

$
19,183

Series I Preferred Units:

Fourth Quarter 2007

December 31, 2007

January 15, 2008

$
0.4688

$
165

First Quarter 2008

March 31, 2008

April 15, 2008

$
0.4688

$
165

Second Quarter 2008

June 30, 2008

July 15, 2008

$
0.4688

$
165

Third Quarter 2008

September 30, 2008

October 15, 2008

$
0.4688

$
165

Common Units:

Fourth Quarter 2007

December 31, 2007

January 15, 2008

$
0.3400

$
2,777

First Quarter 2008

March 31, 2008

April 15, 2008

$
0.3400

$
2,771

Second Quarter 2008

June 30, 2008

July 15, 2008

$
0.3400

$
2,772

Third Quarter 2008

September 30, 2008

October 15, 2008

$
0.3725

$
3,021

~~Table of Contents~~

For the Nine Months

Ended September 30,

2008

2007

Supplemental schedule of non-cash investing and financing activities:

Debt assumed in connection with acquisition of properties

$
—

$
38,848

Issuance of common shares in connection with acquisition of properties

$
—

$
156,691

Issuance of preferred shares in connection with acquisition of properties

$
—

$
26,583

Restricted cash used in connection with acquisitions of properties

$
—

$
20,827

Issuance of common units in the Operating Partnership in connection with acquisition of interest in properties

$
—

$
12,125

Note receivable assumed upon sale of real estate property

$
—

$
3,582

(Decrease) increase in accrued capital improvements, leasing and acquisition costs

$
(14,326
)
$
14,501

Consolidation of real estate joint venture:

Real estate assets

$
14,208

$
3,864

Prepaid and other assets

(10,859
)
1,021

Minority interest

(3,349
)
(4,885
)
Net adjustment

$
—

$
—

Proceeds from sale of property invested in restricted cash

$
—

$
701

Reclassification of operating assets to investment in consolidated real estate joint venture

$
—

$
16,725

Amortization of discounts and premiums on mortgage loans to commercial real estate properties

$
39

$
296

Increase (decrease) in fair value of derivatives applied to AOCL and minority interests

$
802

$
(644
)
Adjustments to minority interests resulting from changes in ownership of the Operating Partnership by COPT

$
14,323

$
29,693

Dividends/distribution payable

$
25,774

$
22,433

Decrease in minority interests and increase in shareholders’ equity in connection with the conversion of common units into common shares

$
1,982

$
25,358

As of ~~September 30, 2008,~~March 31, 2009, we had nine primary office property segments: Baltimore/Washington Corridor; Northern Virginia; Suburban Baltimore; Colorado Springs; Suburban Maryland; Greater Philadelphia; St. Mary’s and King George Counties; San Antonio; and ~~Northern/~~Central New Jersey.

The table below reports segment financial information. Our segment entitled “Other” includes assets and operations not specifically associated with the other defined segments, including corporate assets and investments in unconsolidated entities. We measure the performance of our segments based on total revenues less property operating expenses, a measure we define as net operating income (“NOI”). 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 operations that is unaffected by depreciation, amortization, financing and general and administrative expenses; this measure is particularly useful in our opinion in evaluating the performance of geographic segments, same-office property groupings and individual properties.

	Baltimore/ Washington Corridor		Northern Virginia		Suburban Baltimore		Colorado Springs		Suburban Maryland		Greater Philadelphia		St. Mary’s & King George Counties		San Antonio		Northern/ Central New Jersey		Other		Intersegment Elimination			Total		Baltimore/ Washington Corridor		Northern Virginia		Suburban Baltimore		Colorado Springs		Suburban Maryland		Greater Philadelphia		St. Mary’s & King George Counties		San Antonio			Central New Jersey		Other		Intersegment Elimination			Total
Three Months Ended September 30, 2008
Three Months Ended March 31, 2009
Revenues	$	46,139	$	19,523	$	13,912	$	5,612	$	4,966	$	2,507	$	3,328	$	2,641	$	591	$	3,330	$	(902	)	$	101,647	$	49,592	$	22,359	$	13,828	$	4,878	$	5,037	$	2,506	$	3,410	$	2,945		$	621	$	2,599	$	(931	)	$	106,844
Property operating expenses	16,463		7,518		5,994		1,859		1,998		43		857		696		58		1,122		(742		)	35,866		18,642		7,862		6,702		1,313		2,059		98		872		837			36		802		(190		)	39,033
NOI	$	29,676	$	12,005	$	7,918	$	3,753	$	2,968	$	2,464	$	2,471	$	1,945	$	533	$	2,208	$	(160	)	$	65,781	$	30,950	$	14,497	$	7,126	$	3,565	$	2,978	$	2,408	$	2,538	$	2,108		$	585	$	1,797	$	(741	)	$	67,811
Additions to commercial real estate properties	$	8,408	$	2,121	$	3,993	$	9,092	$	9,683	$	428	$	904	$	11,333	$	—	$	8,737	$	(30	)	$	54,669	$	19,345	$	69	$	3,311	$	5,197	$	4,657	$	2,313	$	347	$	7,379		$	2	$	7,541	$	(7	)	$	50,154
Segment assets at March 31, 2009																										$	1,273,523	$	459,721	$	436,805	$	253,764	$	158,442	$	96,267	$	94,798	$	104,284		$	20,988	$	239,693	$	(995	)	$	3,137,290

Three Months Ended September 30, 2007
Three Months Ended March 31, 2008
Revenues	$	43,850	$	18,555	$	13,575	$	4,311	$	4,410	$	2,506	$	3,338	$	1,832	$	1,110	$	2,262	$	(911	)	$	94,838	$	45,577	$	19,004	$	13,910	$	4,172	$	4,584	$	2,506	$	3,160	$	1,908		$	752	$	2,577	$	(878	)	$	97,272
Property operating expenses	14,681		6,529		5,465		1,973		1,746		35		784		374		678		926		(926		)	32,265		16,215		6,984		6,323		1,582		1,664		64		742		433			209		751		(238		)	34,729
NOI	$	29,169	$	12,026	$	8,110	$	2,338	$	2,664	$	2,471	$	2,554	$	1,458	$	432	$	1,336	$	15		$	62,573	$	29,362	$	12,020	$	7,587	$	2,590	$	2,920	$	2,442	$	2,418	$	1,475		$	543	$	1,826	$	(640	)	$	62,543
Additions to commercial real estate properties	$	47,776	$	4,341	$	13,949	$	11,959	$	50	$	348	$	250	$	1,554	$	6	$	6,392	$	(548	)	$	86,077	$	14,189	$	926	$	3,428	$	12,021	$	20,858	$	228	$	562	$	(490	)	$	21	$	1,307	$	—		$	53,050

Nine Months Ended September 30, 2008
Revenues	$	138,142	$	57,454	$	41,324	$	14,475	$	14,457	$	7,519	$	9,622	$	6,548	$	1,929	$	8,477	$	(2,683	)	$	297,264
Property operating expenses	48,364		21,757		18,008		5,179		5,249		147		2,346		1,572		305		3,601		(1,965		)	104,563
NOI	$	89,778	$	35,697	$	23,316	$	9,296	$	9,208	$	7,372	$	7,276	$	4,976	$	1,624	$	4,876	$	(718	)	$	192,701
Additions to commercial real estate properties	$	62,482	$	3,850	$	11,730	$	62,538	$	31,779	$	1,040	$	2,140	$	29,581	$	43	$	10,962	$	(45	)	$	216,100
Segment assets at September 30, 2008	$	1,249,126	$	466,793	$	440,933	$	244,309	$	169,913	$	95,004	$	95,124	$	90,841	$	21,929	$	226,738	$	(982	)	$	3,099,728

Nine Months Ended September 30, 2007
Revenues	$	130,409	$	53,981	$	40,104	$	11,510	$	12,320	$	7,519	$	9,465	$	5,476	$	3,902	$	4,371	$	(2,654	)	$	276,403
Property operating expenses	42,592		19,340		16,212		4,455		5,069		101		2,303		1,121		1,763		3,477		(2,686		)	93,747
NOI	$	87,817	$	34,641	$	23,892	$	7,055	$	7,251	$	7,418	$	7,162	$	4,355	$	2,139	$	894	$	32		$	182,656
Additions to commercial real estate properties	$	146,904	$	21,257	$	276,824	$	36,326	$	1,958	$	880	$	533	$	1,560	$	271	$	50,127	$	(1,493	)	$	535,147
Segment assets at September 30, 2007	$	1,208,852	$	483,473	$	461,461	$	168,719	$	132,851	$	96,463	$	95,828	$	58,023	$	40,450	$	170,890	$	(987	)	$	2,916,023
Segment assets at March 31, 2008																										$	1,214,796	$	472,307	$	445,311	$	192,679	$	138,011	$	95,508	$	95,108	$	59,556		$	25,340	$	199,797	$	(963	)	$	2,937,450

2118

Table of Contents

The following table reconciles our segment revenues to total revenues as reported on our Consolidated Statements of Operations:

	For the Three Months						For the Nine Months						For the Three Months
	Ended September 30,						Ended September 30,						Ended March 31,
	2008			2007			2008			2007			2009		2008
Segment revenues	$	101,647		$	94,838		$	297,264		$	276,403		$	106,844	$	97,272
Construction contract revenues	89,653			10,047			121,688			29,358			74,539		10,136
Other service operations revenues	349			910			1,352			3,369			350		478
Less: Revenues from discontinued real estate operations (Note 19)	(3		)	(736		)	(358		)	(3,059		)
Less: Revenues from discontinued real estate operations (Note 16)													—		(270		)
Total revenues	$	191,646		$	105,059		$	419,946		$	306,071		$	181,733	$	107,616

The following table reconciles our segment property operating expenses to property operating expenses as reported on our Consolidated Statements of Operations:

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,						For the Three Months
	2008			2007			2008			2007			Ended March 31,
													2009		2008
Segment property operating expenses	$	35,866		$	32,265		$	104,563		$	93,747		$	39,033	$	34,729
Less: Property operating expenses from discontinued real estate operations (Note 19)	(12		)	(688		)	(210		)	(1,579		)
Less: Property operating expenses from discontinued real estate operations (Note 16)													—		(187		)
Total property operating expenses	$	35,854		$	31,577		$	104,353		$	92,168		$	39,033	$	34,542

As previously discussed, we own 100% of a number of entities that provide real estate services such as property management, construction and development and heating and air conditioning services primarily for our properties but also for third parties. The revenues and costs associated with these services include subcontracted costs that are reimbursed to us by the customer at no mark up. As a result, the operating margins from these operations are small relative to the revenue. We use the net of such revenues and expenses to evaluate the performance of our service operations since we view such service operations to be an ancillary component of our overall operations that we expect to continue to be a small contributor to our operating income relative to our real estate operations. The table below sets forth the computation of our income from service operations:

	For the Three Months
	Ended March 31,
	2009			2008
Construction contract revenues	$	74,539		$	10,136
Other service operations revenues	350			478
Construction contract expenses	(72,898		)	(9,905		)
Other service operations expenses	(425		)	(602		)
Income from service operations	$	1,566		$	107

Table of Contents

The following table reconciles our NOI for reportable segments to income from continuing operations as reported on our Consolidated Statements of Operations:

	For the Three Months						For the Nine Months						For the Three Months
	Ended September 30,						Ended September 30,						Ended March 31,
	2008			2007			2008			2007			2009			2008
NOI for reportable segments	$	65,781		$	62,573		$	192,701		$	182,656		$	67,811		$	62,543
Construction contract revenues	89,653			10,047			121,688			29,358
Other service operations revenues	349			910			1,352			3,369
Income from service operations													1,566			107
Interest and other income													1,078			195
Equity in loss of unconsolidated entities	(57		)	(46		)	(167		)	(197		)	(115		)	(54		)
Income tax expense	(97		)	(197		)	(102		)	(480		)	(70		)	(112		)
Other adjustments:
Depreciation and other amortization associated with real estate operations	(25,583		)	(26,025		)	(75,430		)	(78,811		)	(26,491		)	(24,892		)
Construction contract expenses	(87,111		)	(9,507		)	(118,488		)	(28,126		)
Other service operations expenses	(546		)	(806		)	(1,602		)	(3,337		)
General and administrative expenses	(6,103		)	(5,743		)	(18,072		)	(15,946		)	(6,189		)	(5,933		)
Interest expense on continuing operations	(20,506		)	(20,968		)	(60,252		)	(61,181		)	(19,424		)	(21,915		)
Amortization of deferred financing costs	(1,169		)	(901		)	(2,882		)	(2,706		)
Gain on sale of non-real estate investment	1			—			52			1,033
Minority interests in continuing operations	(1,668		)	(942		)	(4,469		)	(2,282		)
NOI from discontinued operations	9			(48		)	(148		)	(1,480		)
Net operating income from discontinued operations													—			(83		)
Income from continuing operations	$	12,953		$	8,347		$	34,181		$	21,870		$	18,166		$	9,856

The accounting policies of the segments are the same as those previously disclosed for Corporate Office Properties Trust and subsidiaries, where applicable. We did not allocate interest expense

~~Table of Contents~~

~~amortization of deferred financing costs~~ and depreciation and other amortization to segments since they are not included in the measure of segment profit reviewed by management. We also did not allocate construction contract revenues, other service operations revenues, construction contract expenses, other service operations expenses, equity in loss of unconsolidated entities, general and administrative expense, ~~gain on sale of non-real estate investment,~~interest and other income ~~taxes~~ and ~~minority interests~~income taxes because these items represent general corporate items not attributable to segments.

During the ~~nine~~three months ended September 30, 2008, we granted 40,000 options to purchase common shares (“options”) to members of our Board of Trustees. The exercise price of these option grants was $37.81 per share. These options vest on the first anniversary of the grant date provided that the Trustees remain in their positions. These options expire ten years after the grant date. We computed share-based compensation expense for these options under the fair value method using the Black-Scholes option-pricing model; the assumptions we used in that model are set forth below:

Fair value of grants on grant date

$
8.00

Risk-free interest rate

3.62
%
Expected life (in years)

6.52

Expected volatility

24.22
%
Expected annual dividend yield

3.07
%

~~During the nine months ended September 30, 2008, 145,059~~March 31, 2009, 12,300 options were exercised. The weighted average exercise price of these options was ~~$17.32~~$10.14 per share, and the total intrinsic value of the options exercised was ~~$3,003.~~$165.

During the ~~nine~~three months ended ~~September 30, 2008,~~March 31, 2009, certain employees were granted a total of ~~291,319~~327,660 restricted shares with a weighted average grant date fair value of ~~$32.32~~$24.98 per ~~share. These~~share; these shares are subject to forfeiture restrictions that lapse in equal increments annually over ~~a three-year period (for most~~periods of ~~the grants)~~three to five years, beginning on or ~~a five-year period, in each case beginning on~~about the first anniversary of the grant date provided that the employees remain employed by us. During the ~~nine~~three months ended ~~September 30, 2008,~~March 31, 2009, forfeiture restrictions lapsed on ~~141,395~~197,272 common shares previously issued to ~~employees. These~~employees; these shares had a weighted average grant date fair value of ~~$35.30~~$35.85 per share, and the total fair value of the shares on the vesting dates was ~~$4,541.~~$4,822.

Share-based compensation expense recognized on our Consolidated Statements of Operations, net of amounts capitalized, totaled $2,546 for the three months ended March 31, 2009 and $2,046 for the three months ended March 31, 2008.

We realized a windfall tax shortfall of $152 in the three months ended March 31, 2009 and windfall tax benefit of ~~$1,053~~$1,041 in the ~~nine~~three months ended ~~September 30,~~March 31, 2008 on options exercised and vesting restricted shares in connection with employees of our subsidiaries that are subject to income tax.

We ~~did not realize~~own a ~~windfall~~taxable REIT subsidiary (“TRS”) that is subject to Federal and state income taxes. Our TRS’ provision for income tax ~~benefit in~~consisted of the nine months ended September 30, 2007 because COMI had a net operating loss carryforward for tax purposes; had COMI not had a net operating loss carryforward during the nine months ended September 30, 2007, we would have recognized a windfall tax benefit of $1,687 in that period.following:

~~Expenses from share-based compensation are reflected in our Consolidated Statements of Operations as follows:~~

For the Three Months

For the Nine Months

Ended September 30,

Ended September 30,

2008

2007

2008

2007

Increase in general and administrative expenses

$
1,621

$
1,202

$
4,724

$
3,277

Increase in construction contract and other service operations expenses

428

483

1,526

1,346

Share-based compensation expense

2,049

1,685

6,250

4,623

Income tax expense

(8
)
(19
)
(37
)
(120
)
Minority interests

(309
)
(259
)
(944
)
(708
)
Net share-based compensation expense

$
1,732

$
1,407

$
5,269

$
3,795

2320

Table of Contents

~~The table below sets forth COMI’s provision for income tax expense and its presentation on our Consolidated Statements of Operations:~~

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,				For the Three Months Ended March 31,
	2008		2007		2008		2007		2009		2008
Deferred
Federal	$	60	$	161	$	363	$	395	$	54	$	356
State	9		36		80		88		12		79
	69		197		443		483
									66		435
Current
Federal	24		—		195		—		3		205
State	4		—		42		—		1		45
	28		—		237		—		4		250
Total income tax expense	$	97	$	197	$	680	$	483	$	70	$	685

Reported on line entitled income tax expense	$	97	$	197	$	102	$	480
Reported on line entitled gain on sales of real estate, net	—		—		578		3
Reported on line entitled income taxes									$	70	$	112
Reported on line entitled gain on sale of real estate, net									—		573
Total income tax expense	$	97	$	197	$	680	$	483	$	70	$	685

Items in our TRS contributing to temporary differences that lead to deferred taxes include ~~net operating losses that are not deductible until future periods,~~ depreciation and amortization, share-based compensation, certain accrued compensation and compensation paid in the form of contributions to a deferred nonqualified ~~deferred~~ compensation plan.

~~COMI’s~~Our TRS’ combined Federal and state effective tax rate was 39% for the three ~~and nine~~ months ended ~~September 30, 2008~~March 31, 2009 and ~~2007.~~2008.

Income from discontinued operations primarily includes revenues and expenses associated with the following:

·~~2 and 8 Centre Drive properties that were sold on September 7, 2007;~~

·~~7321 Parkway property that was sold on September 7, 2007;~~

· 429 Ridge Road property that was sold on January 31, 2008;

· 47 Commerce Drive property that was sold on April 1, 2008; and

· 7253 Ambassador Road property that was sold on June 2, 2008.

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The table below sets forth the components of income from discontinued operations:

													For the Three
	For the Three Months						For the Nine Months						Months Ended
	Ended September 30,						Ended September 30,						March 31, 2008
	2008			2007			2008			2007
Revenue from real estate operations	$	3		$	736		$	358		$	3,059		$	270
Expenses from real estate operations:
Property operating expenses	12			688			210			1,579			187
Depreciation and amortization	—			241			52			842			52
Interest expense	—			177			51			1,302			41
Expenses from real estate operations	12			1,106			313			3,723			280
(Loss) income from discontinued operations before gain on sales of real estate and minority interests	(9		)	(370		)	45			(664		)
Loss from discontinued operations before gain on sales of real estate													(10		)
Gain on sales of real estate	—			2,789			2,526			2,778			1,276
Minority interests in discontinued operations	1			(373		)	(392		)	(328		)
(Loss) income from discontinued operations, net of minority interests	$	(8	)	$	2,046		$	2,179		$	1,786
Income from discontinued operations													$	1,266

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In the normal course of business, we are involved in legal actions arising from our ownership and administration of properties. We establish reserves for specific legal proceedings when we determine that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Management does not anticipate that any liabilities that may result from such proceedings will have a materially adverse effect on our financial position, operations or liquidity. Our assessment of the potential outcomes of these matters involves significant judgment and is subject to change based on future developments.

We are subject to various Federal, state and local environmental regulations related to our property ownership and operation. We have performed environmental assessments of our properties, the results of which have not revealed any environmental liability that we believe would have a materially adverse effect on our financial position, operations or liquidity.

Joint Ventures

As part of our obligations under the partnership agreement of Harrisburg Corporate Gateway Partners, LP, we agreed to indemnify the partnership’s lender for 80% of losses under standard nonrecourse loan guarantees (environmental indemnifications and guarantees against fraud and misrepresentation) during the period of time in which we manage the partnership’s properties; we do not expect to incur any losses under these loan guarantees.

We are party to a contribution agreement that formed a joint venture relationship with a limited partnership to develop up to 1.8 million square feet of office space on 63 acres of land located in Hanover, Maryland. Under the contribution agreement, we agreed to fund up to $2,200 in pre-construction costs associated with the property. As we and the joint venture partner agree to proceed with the construction of buildings in the future, our joint venture partner would contribute land into newly-formed entities and we would make additional cash capital contributions into such entities to fund development and construction activities for which financing is not obtained. We owned a 50% interest in one such joint venture as of ~~September 30, 2008.~~March 31, 2009.

We may be required to make our pro rata share of additional investments in our real estate joint ventures (generally based on our percentage ownership) in the event that additional funds are needed. In the event that the other members of these joint ventures do not pay their share of investments when additional funds are needed, we may then deem it appropriate to make even larger investments in these joint ventures.

~~Table of Contents~~

~~Office Space Operating Leases~~

~~We are obligated as lessee under five operating leases for office space. Future minimum rental payments due under the terms of these leases as of September 30, 2008 follow:~~

Three months ended December 31, 2008

$
63

2009

178

2010

135

2011

57

$
433

~~Other Operating Leases~~

~~We are obligated under various leases for vehicles and office equipment. Future minimum rental payments due under the terms of these leases as of September 30, 2008 follow:~~

Three months ended December 31, 2008

$
127

2009

382

2010

178

2011

47

2012

2

$
736

Environmental Indemnity Agreement

We agreed to provide certain environmental indemnifications in connection with a lease of three properties in our New Jersey region. The prior owner of the properties, a Fortune 100 company that is responsible for groundwater contamination at such properties, previously agreed to indemnify us for (1) direct losses incurred in connection with the contamination and (2) its failure to perform remediation activities required by the State of New Jersey, up to the point that the state declares the remediation to be complete. Under the lease agreement, we agreed to the following:

· to indemnify the tenant against losses covered under the prior owner’s indemnity agreement if the prior owner fails to indemnify the tenant for such losses. This indemnification is capped at $5,000 in perpetuity after the State of New Jersey declares the remediation to be complete;

· to indemnify the tenant for consequential damages (e.g., business interruption) at one of the buildings in perpetuity and another of the buildings for 15 years after the tenant’s acquisition of the property from us. This indemnification is capped at $12,500; and

· to pay 50% of additional costs related to construction and environmental regulatory activities incurred by the tenant as a result of the indemnified environmental condition of the properties. This indemnification is capped at $300 annually and $1,500 in the aggregate.

~~21. Subsequent Event~~

On October 24, 2008, we entered into an interest rate swap agreement that fixes the one-month LIBOR base rate at 2.51% on an aggregate notional amount of $100.0 million. This swap agreement became effective on November 3, 2008 and expires on December 31, 2009.

2622

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18. Subsequent Event

In April 2009, we issued 2.99 million common shares in an underwritten public offering made in conjunction with our inclusion in the S&P MidCap 400 Index effective April 1, 2009. The shares were issued at a public offering price of $24.35 per share for net proceeds of $72,078 after underwriting discounts but before offering expenses.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

~~Corporate Office Properties Trust (“COPT”) and subsidiaries (collectively, the “Company”, “we” or “us”) is~~We are a specialty office real estate investment trust (“REIT”) that focuses primarily on strategic customer relationships and specialized tenant requirements in the United States Government, defense information technology and data sectors. We acquire, develop, manage and lease properties that are typically concentrated in large office parks primarily located adjacent to government demand drivers and/or in demographically strong markets possessing growth opportunities. As of ~~September 30, 2008,~~March 31, 2009, our investments in real estate included the following:

· ~~235~~240 wholly owned operating properties totaling ~~18.3~~18.5 million square feet;

· 1816 wholly owned properties under construction or development that we estimate will total approximately ~~1.9~~1.8 million square feet upon completion;

· wholly owned land parcels totaling ~~1,598~~1,584 acres that we believe are potentially developable into approximately ~~13.5~~13.8 million square feet; and

· partial ownership interests in a number of other real estate projects in operation, under development or redevelopment or held for future development.

During the ~~nine~~three months ended ~~September 30, 2008,~~March 31, 2009, we:

· experienced significant growth in our revenues from real estate operations ~~and~~in total by amounts that exceeded the growth in our property operating expenses ~~due primarily~~compared to the ~~addition~~three months ended March 31, 2008. While much of this increase is attributable to the growth of our portfolio from property additions, we also experienced growth in our revenues from real estate operations by amounts that exceeded the growth in our property operating expenses for properties ~~through construction activities~~that were owned and ~~acquisitions;~~100% operational since January 1, 2008 (properties that we refer to collectively as “Same-Office Properties”);

· finished the period with occupancy of our wholly owned portfolio of properties at ~~93.2%~~92.8%;

·~~acquired three office properties totaling 247,280 square feet (one located in Colorado Springs and two in San Antonio) for $40.6 million;~~

·had five newly-constructed properties totaling 438,347 square feet (three located in Colorado Springs and two in the Baltimore/Washington Corridor) become fully operational. We also had 85,221 square feet placed into service in two partially operational properties (located in Colorado Springs and Suburban Maryland);

·~~sold three operating properties for a total of $25.3 million, resulting in recognized gains before minority interests of $2.6 million;~~

·sold six recently constructed office condominiums located in Northern Virginia for sale prices totaling $8.4 million in the aggregate, resulting in a recognized gain before minority interests and taxes of $1.4 million;

·entered into a construction loan agreement with a group of lenders that provides for an aggregate commitment by the lenders of $225.0 million, with a right for us to further increase the aggregate commitment during the term to a maximum of $325.0 million, subject to certain conditions. The construction loan agreement matures on May 2, 2011, and may be extended by one year at our option, subject to certain conditions;

·borrowed $221.4 million under a mortgage loan requiring interest only payments for the term at a variable rate of LIBOR plus 225 basis points. This loan facility matures on August 1, 2012, and may be extended by one year at our option, subject to certain conditions; and

· placed into service an aggregate of 83,000 square feet in newly constructed space located in two properties.

In April 2009, we issued ~~3.7~~2.99 million common shares in an underwritten public offering made in conjunction with our inclusion in the S&P MidCap 400 Index effective April 1, 2009. The shares were issued at a public offering price of ~~$39~~$24.35 per share for net proceeds of ~~$139.2~~$72.1 million after underwriting discounts but before offering expenses.

As discussed in greater detail in our 2008 Annual Report Form 10-K, the United States and world economies are in the midst of a significant recession that has had devastating effects on the capital markets, reducing stock prices and limiting credit availability. We believe that for much of the office real estate sector, since the core operations tend to be structured as long-term leases and since revenue streams generally remain in place until leases expire or tenants fail to satisfy lease terms, the changes in the overall economy on our operations have not been fully felt to date. As a result, we do not believe that the economic downturn has significantly affected the operations of our real estate properties yet but do expect the effects to become increasingly evident over the remainder of 2009 and 2010, and perhaps beyond. We continue to see signs of increased competition for tenants and downward pressure on rental rates in most of our regions, which we expect, along with an increased intention by certain tenants to reduce costs through job cuts and associated space reductions, could adversely affect our occupancy and renewal rates. In addition, we may also experience higher bad debt expense should tenants be unable to pay their rents. However, we believe that our future real estate operations may be affected to a lesser degree than many of our peers for the following reasons:

·our expectation of continued strength in demand from our customers in the United States Government, defense information technology and data sectors; and

·our high concentration of large, high-quality tenants with a relatively small concentration of revenue from the financial services sector.

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In this section, we discuss our financial condition and results of operations as of and for the three ~~and nine~~ months ended ~~September 30, 2008.~~March 31, 2009. This section includes discussions on, among other things:

· our results of operations and why various components of our Consolidated Statements of Operations changed for the three ~~and nine~~ months ended ~~September 30, 2008~~March 31, 2009 compared to the same ~~periods~~period in ~~2007;~~2008;

· ~~how we raised cash for acquisitions and other capital expenditures during the nine months ended September 30, 2008;~~

~~Table of Contents~~

·~~changes in~~ our cash ~~flows for the nine months ended September 30, 2008 and 2007;~~flows;

· how we expect to generate cash for short and long-term capital needs;

· our commitments and contingencies at ~~September 30, 2008;~~March 31, 2009; and

· the computation of our Funds from ~~Operations for the three and nine months ended September 30, 2008 and 2007.~~Operations.

You should refer to our Consolidated Financial Statements as you read this section.

This section contains “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995, that are based on our current expectations, estimates and projections about future events and financial trends affecting the financial condition and operations of our business. 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 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. Important factors that may affect these expectations, estimates and projections include, but are not limited to:

· our 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;

· risks of real estate acquisition and development activities, 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 and operating costs may be greater than anticipated;

· risks of investing through joint venture structures, including risks that our joint venture partners may not fulfill their financial obligations as investors or may take actions that are inconsistent with our 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.

We undertake no obligation to update or supplement forward-looking statements.

~~Table of Contents~~

~~Corporate Office Properties Trust and Subsidiaries~~

~~Operating Data Variance Analysis~~

~~(Dollars for this table are in thousands, except per share data)~~

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2008

2007

Variance

% Change

2008

2007

Variance

% Change

Revenues

Rental revenue

$
85,060

$
80,038

$
5,022

6.3
%
$
249,924

$
233,650

$
16,274

7.0
%
Tenant recoveries and other real estate operations revenue

16,584

14,064

2,520

17.9
%
46,982

39,694

7,288

18.4
%
Construction contract revenues

89,653

10,047

79,606

792.3
%
121,688

29,358

92,330

314.5
%
Other service operations revenues

349

910

(561
)
(61.6
)%
1,352

3,369

(2,017
)
(59.9
)%
Total revenues

191,646

105,059

86,587

82.4
%
419,946

306,071

113,875

37.2
%
Expenses

Property operating expenses

35,854

31,577

4,277

13.5
%
104,353

92,168

12,185

13.2
%
Depreciation and other amortization associated with real estate operations

25,583

26,025

(442
)
(1.7
)%
75,430

78,811

(3,381
)
(4.3
)%
Construction contract expenses

87,111

9,507

77,604

816.3
%
118,488

28,126

90,362

321.3
%
Other service operations expenses

546

806

(260
)
(32.3
)%
1,602

3,337

(1,735
)
(52.0
)%
General and administrative expenses

6,103

5,743

360

6.3
%
18,072

15,946

2,126

13.3
%
Total operating expenses

155,197

73,658

81,539

110.7
%
317,945

218,388

99,557

45.6
%
Operating income

36,449

31,401

5,048

16.1
%
102,001

87,683

14,318

16.3
%
Interest expense and amortization of deferred financing costs

(21,675
)
(21,869
)
194

(0.9
)%
(63,134
)
(63,887
)
753

(1.2
)%
Gain on sale of non-real estate investment

1

—

1

N/A

52

1,033

(981
)
(95.0
)%
Equity in loss of unconsolidated entities

(57
)
(46
)
(11
)
23.9
%
(167
)
(197
)
30

(15.2
)%
Income tax expense

(97
)
(197
)
100

(50.8
)%
(102
)
(480
)
378

(78.8
)%
Income from continuing operations before minority interests

14,621

9,289

5,332

57.4
%
38,650

24,152

14,498

60.0
%
Minority interests in income from continuing operations

(1,668
)
(942
)
(726
)
77.1
%
(4,469
)
(2,282
)
(2,187
)
95.8
%
Income from continuing operations

12,953

8,347

4,606

55.2
%
34,181

21,870

12,311

56.3
%
(Loss) income from discontinued operations, net

(8
)
2,046

(2,054
)
(100.4
)%
2,179

1,786

393

22.0
%
Gain on sales of real estate, net

4

1,038

(1,034
)
(99.6
)%
837

1,199

(362
)
(30.2
)%
Net income

12,949

11,431

1,518

13.3
%
37,197

24,855

12,342

49.7
%
Preferred share dividends

(4,025
)
(4,025
)
—

0.0
%
(12,076
)
(12,043
)
(33
)
0.3
%
Net income available to common shareholders

$
8,924

$
7,406

$
1,518

20.5
%
$
25,121

$
12,812

$
12,309

96.1
%
Basic earnings per common share

Income from continuing operations

$
0.19

$
0.11

$
0.08

72.7
%
$
0.49

$
0.24

$
0.25

104.2
%
Net income available to common shareholders

$
0.19

$
0.16

$
0.03

18.8
%
$
0.53

$
0.28

$
0.25

89.3
%
Diluted earnings per common share

Income from continuing operations

$
0.19

$
0.11

$
0.08

72.7
%
$
0.48

$
0.23

$
0.25

108.7
%
Net income available to common shareholders

$
0.19

$
0.15

$
0.04

26.7
%
$
0.52

$
0.27

$
0.25

92.6
%

~~Table of Contents~~

Results of Operations

While reviewing this section, you should refer to the “Operating Data Variance Analysis” table set forth on the preceding page, as it reflects the computation of the variances described in this section.

Occupancy and Leasing

The table below sets forth leasing information pertaining to our portfolio of wholly owned operating properties:

September 30,

December 31,

2008

2007

Occupancy rates

Total

93.2
%
92.6
%
Baltimore/Washington Corridor

92.4
%
92.6
%
Northern Virginia

99.2
%
98.6
%
Suburban Baltimore

84.3
%
84.8
%
Suburban Maryland

97.2
%
97.8
%
Colorado Springs, Colorado

95.3
%
96.7
%
St. Mary’s and King George Counties

93.5
%
91.6
%
Greater Philadelphia

100.0
%
100.0
%
San Antonio, Texas

100.0
%
100.0
%
Northern/Central New Jersey

100.0
%
70.8
%
Other

100.0
%
100.0
%

Average contractual annual rental rate per square foot at period end (1)

$
22.17

$
21.36

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	March 31,			December 31,
	2009			2008
Occupancy rates
Total	92.8		%	93.2		%
Baltimore/Washington Corridor	93.3		%	93.4		%
Northern Virginia	95.8		%	97.4		%
Suburban Baltimore	82.7		%	83.1		%
Colorado Springs	94.3		%	94.3		%
Suburban Maryland	97.4		%	97.7		%
St. Mary’s and King George Counties	95.1		%	95.2		%
Greater Philadelphia	100.0		%	100.0		%
San Antonio	100.0		%	100.0		%
Central New Jersey	100.0		%	100.0		%
Other	99.3		%	100.0		%
Average contractual annual rental rate per square foot at period end (1)	$	22.89		$	22.40

(1) Includes estimated expense reimbursements.

The large increase in the occupancy rate of our Northern/Central New Jersey region reflected above was attributable to our sale of the 429 Ridge Road property, which was the only property in that region that was not fully occupied.

We renewed ~~77.9%~~82.4% of the square footage scheduled to expire in the ~~nine~~three months ended ~~September 30, 2008~~March 31, 2009 (including the effects of early renewals and ~~early~~leases terminated less than one year prior to the scheduled lease ~~terminations)~~expiration date). ~~This renewal rate was positively impacted by the effect of a high number of early renewals during the period.~~

As ~~we stated~~discussed in ~~the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”~~greater detail in our ~~2007~~2008 Annual Report on Form 10-K, we ~~believe~~expect that ~~there is a fair amount~~the effects of ~~uncertainty surrounding~~ the ~~outlook for leasing activity for~~global downturn in the economy on our overall portfolio in 2009 and possibly beyond. The United States economy continues to show signs of a slowdown that may indicate it is in a recession, and capital markets have experienced high levels of volatility and uncertainty. Since economic downturns typically affect the office real estate ~~sector on a lagging basis, we believe that we have not yet been fully impacted by these conditions.~~operations will make our leasing activities increasingly challenging during the remainder of 2009, 2010 and perhaps beyond. As a result, we expect that we may find it increasingly difficult to ~~experience reduced renewal rates, minimal rental rate growth, additional tenant concessions, reduced~~maintain high levels of occupancy and slower development leasing well into 2009 and possibly beyond. As noted in the table above, the occupancy rate of our wholly-owned properties at September 30, 2008 was 93.2%, and we expect it to remain stable through the end of 2008 but then likely decrease in early 2009 due to known lease expirations and the anticipated challenging market and leasing conditions.

tenant retention. We believe that the immediacy of our ~~overall portfolio from a leasing and occupancy perspective may not be affected~~exposure to the ~~same extent as some other companies~~increased challenges in the ~~office real estate sector due in large part to: (1)~~leasing environment is lessened to a certain extent by the ~~quality~~generally long-term nature of our ~~tenant base from a credit risk standpoint~~leases and our ~~ability to retain such tenants; (2) our concentration~~operating strategy of ~~tenants~~monitoring concentrations of lease expirations occurring in ~~the United States defense industry, particularly in the area of defense information technology,~~

~~Table of Contents~~

the need for which we do not believe will diminish in the foreseeable future; and (3) higher than average likelihood for stability in our markets and submarkets due to their proximity to large demand drivers (such as government installations), strong demographics and attractiveness to high quality tenants. We also believe that we are somewhat protected in the short run from a slow down in leasing activity since theany one year. Our weighted average lease term for ~~our~~ wholly owned properties at ~~September 30, 2008~~March 31, 2009 was ~~4.8~~approximately five years, and no more than 15% of our ~~lease expirations are not highly concentrated~~annualized rental revenues at March 31, 2009 were scheduled to expire in any one ~~year.~~calendar year between 2010 and 2013 (11.9% of our annualized rental revenues at March 31, 2009 were scheduled to expire during the nine months ended December 31, 2009). Most of the leases with our largest tenant, the United States Government, provide for consecutive one-year terms or provide for early termination rights; all of the leasing statistics set forth above assume that the United States Government will remain in the space that they lease through the end of the respective arrangements, without ending consecutive one-year leases prematurely or exercising early termination rights. We report the statistics in this manner since we manage our leasing activities using these assumptions and believe them to be probable.

The table below sets forth occupancy information pertaining to operating properties in which we have a partial ownership interest:

			Occupancy Rates at						Occupancy Rates at
	Ownership		September 30,		December 31,		Ownership		March 31,		December 31,
Geographic Region	Interest		2008		2007		Interest		2009		2008

Greater Harrisburg (1)	20.0	%	89.9	%	90.5	%	20.0	%	87.1	%	89.4	%

Suburban Maryland (2)	(2	)	90.7	%	76.2	%	(2	)	65.6	%	94.8	%

Northern Virginia (3)	92.5	%	100.0	%	100.0	%
Baltimore/Washington Corridor (3)							50.0	%	100.0	%	N/A

(1) Includes 16 properties totaling ~~671,759 operational~~672,000 square feet.

(2) Includes two properties totaling with ~~97,366~~172,000 operational square feet at ~~September 30, 2008~~March 31, 2009 (we had a 50% ownership interest in ~~55,866~~56,000 square feet and a 45% ownership interest in ~~41,500~~116,000 square feet). Includes ~~one property with 55,866~~two properties totaling 97,000 operational square feet at December 31, ~~2007 in which we~~2008 (we had a 50% ~~ownership interest.~~interest in 56,000 square feet and a 45% interest in 41,000 square feet).

(3) Includes one property with ~~78,171~~9,000 operational square ~~feet.~~feet at March 31, 2009.

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Revenues from real estate operations and property operating expenses

We typically view our changes in revenues from real estate operations and property operating expenses as being comprised of the following ~~main~~ components:

· ~~Changes~~changes attributable to the operations of properties owned and 100% operational throughout the two periods being compared. We define these as changes from “Same-Office ~~Properties.~~Properties:” ~~For example, when comparing the nine months ended September 30, 2007~~ and ~~2008, Same-Office Properties would be properties owned and 100% operational from January 1, 2007 through September 30, 2008.~~

· ~~Changes~~changes attributable to operating properties acquired during the two periods being compared and newly-constructed properties that were placed into service and not 100% operational throughout the two periods being compared. We define these as changes from “Property Additions.”

The tables ~~below~~included in this section set forth the components of our changes in revenues from real estate operations and property operating expenses (dollars in thousands). The tables, and the discussion that follows, ~~in this section pertain~~include results and information pertaining to properties included in continuing ~~operations:~~operations.

~~Table of Contents~~

	Changes From the Three Months Ended September 30, 2007 to 2008
	Property													Changes From the Three Months Ended March 31, 2008 to 2009
	Additions		Same-Office Properties					Other			Total			Property Additions		Same-Office Properties					Other			Total
	Dollar		Dollar			Percentage		Dollar			Dollar			Dollar		Dollar			Percentage		Dollar			Dollar
	Change (1)		Change			Change		Change (2)			Change			Change (1)		Change			Change		Change (2)			Change
Revenues from real estate operations
Rental revenue	$	4,347	$	1,410		1.8	%	$	(735	)	$	5,022		$	3,153	$	4,666		6.8	%	$	(7	)	$	7,812
Tenant recoveries and other real estate
operations revenue	764		1,712			12.8	%	44			2,520
Tenant recoveries and other real estate operations revenue														569		1,680			14.5	%	(219		)	2,030
Total	$	5,111	$	3,122		3.4	%	$	(691	)	$	7,542		$	3,722	$	6,346		8.0	%	$	(226	)	$	9,842

Property operating expenses	$	1,388	$	2,707		8.8	%	$	182		$	4,277		$	1,297	$	3,054		9.1	%	$	140		$	4,491

Straight-line rental revenue adjustments included in rental revenue	$	412	$	(815	)	N/A		$	—		$	(403	)	$	280	$	(1,784	)	N/A		$	—		$	(1,504	)

Amortization of deferred market rental revenue	$	95	$	(125	)	N/A		$	—		$	(30	)	$	95	$	(161	)	N/A		$	—		$	(66	)

Number of operating properties included in component category	20		218			N/A		—			238			20		223			N/A		—			243

(1) Includes ~~four acquired properties, 14 construction/development~~15 newly-constructed properties and two ~~redevelopment~~redeveloped properties placed into ~~service.~~

~~(2) Includes, among other things, the effects of amounts eliminated in consolidation. Certain amounts eliminated in consolidation are attributable to the Property Additions~~service and ~~Same-Office Properties.~~

Changes From the Nine Months Ended September 30, 2007 to 2008

Property

Additions

Same-Office Properties

Other

Total

Dollar

Dollar

Percentage

Dollar

Dollar

Change (1)

Change

Change

Change (2)

Change

Revenues from real estate operations

Rental revenue

$
13,742

$
3,394

1.6
%
$
(862
)
$
16,274

Tenant recoveries and other real estate operations revenue

3,186

4,783

14.0
%
(681
)
7,288

Total

$
16,928

$
8,177

3.4
%
$
(1,543
)
$
23,562

Property operating expenses

$
5,327

$
6,733

8.4
%
$
125

$
12,185

Straight-line rental revenue adjustments included in rental revenue

$
1,098

$
(1,898
)
N/A

$
—

$
(800
)

Amortization of deferred market rental revenue

$
275

$
(386
)
N/A

$
—

$
(111
)

Number of operating properties included in component category

74

164

N/A

—

238

~~(1) Includes 57~~three acquired ~~properties, 15 construction/development properties and two redevelopment properties placed into service.~~properties.

(2) Includes, among other things, the effects of amounts eliminated in consolidation. Certain amounts eliminated in consolidation are attributable to the Property Additions and Same-Office Properties.

~~With regard~~The increase in rental revenue for the Same-Office Properties was primarily attributable to ~~changes~~an increase of $3.0 million in net revenue from the ~~Property Additions’ revenues from real estate operations,~~early termination of leases, most of which was due to the early termination of one lease at a property in Northern Virginia.

Tenant recoveries and other revenue for the Same-Office Properties increased due primarily to the increase ~~attributable~~in property operating expenses described below. While we have some lease structures under which tenants pay for 100% of properties’ operating expenses, our most prevalent lease structure is for tenants to ~~construction, development~~pay for a portion of property operating expenses to the extent that such expenses exceed amounts established in their respective leases that are based on historical expense levels. As a result, while there is an inherent direct relationship between our tenant recoveries and ~~redevelopment properties placed into service totaled $3.8 million~~property operating expenses, this relationship does not result in a dollar for ~~the three month periods and $13.0 million for the nine month periods; the remainder of the~~dollar increase in tenant recoveries as property operating expenses increase.

32The increase in Same-Office Properties’ property operating expenses included the following:

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increase was attributable to acquisitions. With regard to changes in the Property Additions’ property operating expenses, the increase attributable to construction, development and redevelopment properties placed into service totaled $988,000 for the three month periods and $3.0 million for the nine month periods; the remainder of the increase was attributable to acquisitions.

~~The increase in rental revenue from real estate operations for the Same-Office Properties for the three month periods included the following:~~

· an increase of ~~$1.8 million, or 2.4%,~~$887,000 in ~~rental revenue from the Same-Office Properties attributable primarily to changes in rental rates and occupancy between the two periods; offset in part by~~

·a decrease of $431,000, or 69.6%, in net revenue from the early termination of leases. To explain further the term net revenue from the early termination of leases, when tenants terminate their lease obligations prior to the end of the agreed lease terms, they typically pay fees to break these obligations. We recognize such fees as revenue and write off against such revenue any (1) deferred rents receivable and (2) deferred revenue and deferred assets that are amortizable into rental revenue associated with the leases; the resulting net amount is the net revenue from the early termination of the leases.

~~The increase in rental revenue from real estate operations for the Same-Office Properties for the nine month periods included the following:~~

·~~an increase of $5.8 million, or 2.9%, in rental revenue from the Same-Office Properties attributable primarily to changes in rental rates and occupancy between the two periods; offset in part by~~

·~~a decrease of $2.4 million, or 89.1%, in net revenue from the early termination of leases.~~

~~Tenant recoveries and other revenue from the Same-Office Properties increased for the three month and nine month periods~~snow removal due primarily to ~~the increase~~increased snow and ice in ~~property operating expenses described below.~~

~~The increase in operating expenses for the Same-Office Properties for the three month periods included the following:~~

·~~an increase~~most of ~~$540,000 attributable to miscellaneous direct reimbursable expenses;~~our regions;

· an increase of ~~$379,000, or 218.4%, in exterior repairs and maintenance due in large part to additional projects undertaken for roof repairs and building caulking and sealing in the current period;~~

·an increase of $269,000, or 10.9%, in management fees attributable primarily to an increase in revenue billed by the properties (management fees are generally computed based on a percentage of revenue billed by properties). The increase also was attributable in part to a change in the basis for computing management fees for a number of properties in the portfolio from being based on a percentage of property operating expenses to being based on a percentage of revenue;

·~~an increase of $226,000, or 2.9%,~~$740,000 in electric utilities expense, which included the effects of: (1) increased usage at certain properties due to increased occupancy; (2) our assumption of responsibility for payment of utilities at certain properties due to changes in lease structures; and (3) rate ~~increases that we believe are the result of (a) increased oil prices~~increases; and ~~(b) energy deregulation in Maryland;~~

· an increase of ~~$221,000, or 6.9%, in cleaning services and related supplies due to in large part to increased contract rates and increased occupancy at certain properties;~~

·an increase of $198,000, or 3.2%, in real estate taxes, which included the effect of increased property value assessments in our portfolio, most notably an increase of $312,000, or 19.5%, attributable to our Northern Virginia portfolio. The effect of these increases was offset in part by a decrease of $451,000 attributable to our Colorado Springs portfolio, which had increased property value assessments completed retroactive to the beginning of 2007 recognized in the prior period;

·~~an increase of $187,000, or 253.4%,~~$525,000 in bad debt expense due to additional reserves on tenant ~~receivables; and~~

·an increase of $132,000, or 19.4%, in corporate overhead allocated to property operating expense due in large part to increased costs for corporate employees supporting the property operations, much of which is attributable to compensation costs for such employees.

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~~The increase in operating expenses for the Same-Office Properties for the nine month periods included the following:~~

·~~an increase of $2.2 million attributable to miscellaneous direct reimbursable expenses;~~

·an increase of $1.3 million, or 8.4%, in real estate taxes, which included the effect of increased property value assessments in our portfolio, most notably an increase of $945,000, or 19.8%, attributable to our Northern Virginia portfolio;

·~~an increase of $698,000, or 10.9%, in management fees due primarily to the reasons discussed above for the variance in the three month periods;~~

·an increase of $608,000, or 14.8%, in heating and air conditioning repairs and maintenance due primarily to an increase in general repair activity and the commencement of new service arrangements at certain properties;

·~~an increase of $534,000, or 2.8%, in electric utilities expense due primarily to the reasons discussed above for the variance in the three month periods;~~

·~~an increases of $462,000, or 5.1%, in cleaning services and related supplies due primarily to the reasons discussed above for the variance in the three month periods;~~

·~~an increase of $449,000, or 27.1%, in corporate overhead allocated to property operating expense due primarily to the reasons discussed above for the variance in the three month periods;~~

·~~an increase of $408,000, or 320.0%, in bad debt expense due to additional reserves on tenant receivables;~~

·~~an increase of $345,000, or 59.3%, in exterior repairs and maintenance due primarily to the reasons discussed above for the variance in the three month periods; and~~

·~~a decrease of $1.2 million, or 54.3%, in snow removal due to decreased snow and ice in most of our regions.~~receivables.

Other service revenues and expenses

The table below sets forth changes in our construction contract and other service revenues and expenses (dollars in thousands):

	Changes Between the Three Month Periods							Changes Between the Nine Month Periods
	Ended September 30, 2008 and 2007							Ended September 30, 2008 and 2007							Construction		Other Service
	Construction		Other Service					Construction		Other Service					Contract		Operations
	Contract Dollar		Operations Dollar			Total Dollar		Contract Dollar		Operations Dollar			Total Dollar		Dollar		Dollar			Total Dollar
	Change		Change			Change		Change		Change			Change		Change		Change			Change
Service operations
Revenues	$	79,606	$	(561	)	$	79,045	$	92,330	$	(2,017	)	$	90,313	$	64,403	$	(128	)	$	64,275
Expenses	77,604		(260		)	77,344		90,362		(1,735		)	88,627		62,993		(177		)	62,816
Income from service operations	$	2,002	$	(301	)	$	1,701	$	1,968	$	(282	)	$	1,686	$	1,410	$	49		$	1,459

The ~~gross~~ revenues and costs associated with these services ~~generally bear little relationship to the level of activity from these operations since a substantial portion of the costs are~~include subcontracted costs that are reimbursed to us by the customer at no mark up. As a result, the operating margins from these operations are small relative to the revenue. We use the net of service operations revenues and expenses to evaluate performance. The increase in income from service operations attributable to construction contracts iswas due primarily to a large volume of construction activity ~~recognized~~ in the current ~~periods~~period in connection with ~~three~~one large construction ~~contracts, all of which are with one customer.~~

~~Depreciation and amortization~~

When we acquire operating properties, a portion of the acquisition value of such properties is generally allocated to assets with depreciable lives that are based on the lives of the underlying leases. The decreases

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in depreciation and other amortization expense for the three month and nine month periods were attributable primarily to a number of these shorter lived assets becoming fully amortized during or prior to the current periods. The effect of these decreases more than offset additional depreciation and amortization associated with new assets placed into service.

~~General and administrative expenses~~

~~The increase in general and administrative expense for the three month periods included the following:~~

·a $1.2 million, or 24.8%, increase in compensation expense due in large part to: (1) the increased number of employees in response to the continued growth of the Company; (2) increased salaries and bonuses for existing employees; and (3) a $419,000, or 34.9%, increase in expense associated with share-based compensation due primarily to the effects of awards issued in 2007 and 2008; and

·a $1.0 million, or 54.1%, decrease attributable to an increased allocation of corporate overhead primarily to our service companies. Although our overall general and administrative expenses increased, this $1.0 million decrease was caused by the combined effect of: (1) the increase in allocable general and administrative expenses; and (2) a larger percentage of general and administrative expenses being allocated to the service companies due in large part to the increased number of employees in the service companies.

~~The increase in general and administrative expense for the nine month periods included the following:~~

·a $4.4 million, or 32.4%, increase in compensation expense due in large part to: (1) the increased number of employees in response to the continued growth of the Company; (2) increased salaries and bonuses for existing employees; and (3) a $1.4 million, or 44.2%, increase in expense associated with share-based compensation due primarily to the effects of awards issued in 2007 and 2008; and

·a $3.0 million, or 52.5%, decrease attributable to an increased allocation of corporate overhead primarily to our service companies due in large part to the reasons discussed above for the variance in the three month periods.contract.

Interest expense ~~and amortization of deferred financing costs~~

~~The decreases in~~Our interest expense ~~and amortization of deferred financing costs~~ included in continuing operations decreased by $2.5 million, or 11.4%. The decrease included the effects of the following:

· a decrease in the weighted average interest rates of our debt from ~~5.9%~~5.4% to ~~5.1% for the three month periods and from 5.9% to 5.2% for the nine month periods;~~4.8%; partially offset by

· an increase in our average outstanding debt balance by ~~9.8% for the three month periods and by 8.7% for the nine month periods~~3.2% due primarily to debt incurred to fund our ~~2007~~2008 and ~~2008~~2009 construction activities.

The events in the economy have led to significant reductions in interest rates on variable rate debt.

~~Gain on sale of non-real estate investment~~Interest and other income

~~Included as~~Our interest and other income ~~for the three and nine months ended September 30, 2007 was a $1.0 million gain recognized on the disposition of most of our investment in TractManager, Inc.~~increased $883,000, or 452.8%, an investment that we account for using the cost method of accounting. TractManager, Inc. is an entity that developed an Internet-based contract imaging system for sale to real estate owners and healthcare providers.

~~Minority interests~~

Interests in our Operating Partnership are in the form of preferred and common units. The line entitled “minority interests in income from continuing operations” includes primarily income from continuing operations allocated to preferred and common units not owned by us. Income is allocated to minority interest preferred unitholders in an amount equal to the priority return from the Operating Partnership to which they are entitled. Income is allocated to minority interest common unitholders based on the income earned by the Operating Partnership, after allocation to preferred unitholders, multiplied by the percentage of the common units in the Operating Partnership owned by those common unitholders.

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As of September 30, 2008, we owned 85.9% of the outstanding common units and 95.8% of the outstanding preferred units. The percentage of the Operating Partnership owned by minority interests during the last year decreased in the aggregate due primarily to ~~the effect of the following transactions:~~

·~~the issuance of additional units to us as we issued new preferred shares and common shares during 2007 and 2008 due to the fact that we receive preferred units and common units~~$1.1 million in interest income in the ~~Operating Partnership each time~~current period associated with a mortgage loan receivable which we ~~issue preferred shares and common shares;~~

·~~the exchange of common units for our common shares by certain minority interest holders of common units; offset~~funded in ~~part by~~

·~~our issuance of common units to third parties totaling 262,165 in 2007 in connection with an acquisition.~~

Our income from continuing operations allocated to minority interests increased due primarily to: (1) an increase in the income available to allocate to minority interests holders of common units attributable primarily to the reasons set forth above for changes in revenue and expense items; offset in part by the effect of (2) our increasing ownership of common units.August 2008.

Income from discontinued operations, net of ~~minority interests~~income taxes

~~Our changes in~~Discontinued operations represents income from properties sold in 2008, and is comprised primarily of gain from the sales of such properties occurring during the three months ended March 31, 2008. We had no discontinued operations ~~for~~in the three and nine month periods are due primarily to sales of properties included in discontinued operations. See Note 19 to the Consolidated Financial Statements for a summary of the components of income from discontinued operations.current period.

Gain on sales of real estate, net of ~~minority interests~~income taxes

~~Our gain~~Gain on sales of real estate ~~decreased due primarily to a $1.1 million gain recognized on the sale of a land parcel in the prior periods, which~~ was ~~offset in part for the nine month periods by gains~~ recognized on the sale of six ~~recently constructed~~ office condominiums located in Northern Virginia during the three months ended March 31, 2008. No similar sales occurred in the ~~current period.~~three months ended March 31, 2009.

~~Diluted earnings per common share~~

Diluted earnings per common share on net income available to common shareholders increased for the three month and nine month periods due primarily to increases in net income available to common shareholders attributable primarily to the reasons set forth above, the effectTable of ~~which was offset in part by a larger number of common shares outstanding due to share issuances since January 1, 2007.~~Contents

Liquidity and Capital Resources

~~Cash~~Our primary cash requirements are for operating expenses, debt service, development of new properties, improvements to existing properties and ~~cash equivalents~~

~~Our cash~~acquisitions. While we may experience increasing challenges discussed elsewhere herein and ~~cash equivalents balance totaled $21.3 million as of September 30,~~in our 2008 ~~a 13.5% decrease from the balance at December 31, 2007. The cash and cash equivalents balances that we carry as of a point in time can vary significantly~~Annual Report on Form 10-K due ~~in part~~ to the ~~inherent variability of the cash needs of~~current economic environment, we believe that our ~~acquisition~~liquidity and ~~development activities.~~capital resources are adequate for our near-term and longer-term requirements. We maintain sufficient cash and cash equivalents to meet our operating cash requirements and short term investing and financing cash requirements. When we determine that the amount of cash and cash equivalents on hand is more than we need to meet such requirements, we may pay down our Revolving Credit Facility (defined below) or forgo borrowing under construction loan credit facilities to fund development activities.

We rely primarily on fixed-rate, non-recourse mortgage loans from banks and institutional lenders to finance most of our operating properties. We have also made use of the public equity and debt markets to meet our capital needs, principally to repay or refinance corporate and property secured debt and to provide funds for property development and acquisition costs. We have an unsecured revolving credit facility (the “Revolving Credit Facility”) with a group of lenders that provides for borrowings of up to $600 million, $159.8 million of which was available at March 31, 2009; this facility is available through September 2011 and may be extended by one year at our option, subject to certain conditions. In addition, we have a Revolving Construction Facility, which provides for borrowings of up to $225.0 million, $131.7 million of which was available at March 31, 2009 to fund future construction ~~activities.~~costs; this facility is available until May 2011 and may be extended by one year at our option, subject to certain conditions. Selective dispositions of operating and other properties may also provide capital resources for the remainder of 2009 and in future years. We are continually evaluating sources of capital and believe that there are satisfactory sources available for meeting our capital requirements without necessitating property sales.

As discussed further in our 2008 Annual Report on Form 10-K, we believe that we have sufficient capacity under our Revolving Credit Facility to satisfy our 2009 debt maturities. We also believe that we have sufficient capacity under our Revolving Construction Facility to fund the construction of properties that were under construction at March 31, 2009, as well as projects expected to be started during the remainder of 2009. We expect to pursue a certain amount of new permanent and medium-term debt in 2009; if we are successful in obtaining this debt, we expect to use the proceeds to pay down our Revolving Credit Facility to create additional borrowing capacity to enable us to fund future investment opportunities.

In our discussions of liquidity and capital resources herein and in our 2008 Annual Report on Form 10-K, we describe certain of the risks and uncertainties relating to our business. Additional risks are described in Item 1A of our 2008 Annual Report on Form 10-K.

Operating Activities

We generated most of our cash from the operations of our properties. Most of the amount by which our revenues from real estate operations exceeded property operating expenses was cash flow; we applied most of this cash flow towards interest expense, scheduled principal amortization of debt, dividends to our

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shareholders, distributions to minority interest holders of preferred and common units in the Operating Partnership, capital improvements and leasing costs for our operating properties and general and administrative expenses.

Our cash flow from operations increased ~~$29.9~~$24.9 million, or ~~31.3%~~57.4%, when comparing the ~~nine~~three months ended ~~September 30, 2008~~March 31, 2009 and ~~2007;~~2008; this increase is attributable in large part to: (1) ~~the additional cash flow from operations generated by our property additions; and (2)~~ the timing of cash flow associated with third-party construction projects in the current ~~period.~~period; and (2) the additional cash flow from operations generated by our property additions. We expect to continue to use cash flow provided by operations to meet our short-term capital needs, including all property operating expenses, general and administrative expenses, interest expense, scheduled principal amortization on debt, dividends to our shareholders, distributions to our ~~minority~~noncontrolling interest holders of preferred and common units in the Operating Partnership and capital improvements and leasing costs. We do not anticipate borrowing to meet these requirements.

Investing and Financing Activities During the ~~Nine~~Three Months Ended ~~September 30, 2008~~March 31, 2009

During the nine months ended September 30, 2008, we acquired three office properties totaling 247,280 square feet and two parcels of land that we believe can support 1.5 million developable square feet for $57.4 million. These acquisitions were financed using primarily borrowings from our Revolving Credit Facility.

We had ~~five~~one newly-constructed ~~properties totaling 438,347 square feet (three~~property located in ~~Colorado Springs and two in the Baltimore/Washington Corridor)~~Suburban Maryland totaling 116,000 square feet become fully operational during the ~~nine~~three months ended ~~September 30, 2008 (89,497~~March 31, 2009 (41,500 of these square feet were placed into service in ~~2007)~~2008). ~~These properties were 82.5%~~This property was 58% leased or committed as of ~~September 30, 2008.~~March 31, 2009. Costs

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incurred on this property through March 31, 2009 totaled $18.5 million, of which $234,000 was incurred in the three months ended March 31, 2009.

As of March 31, 2009, we had construction activities underway on 13 office properties totaling 1.5 million square feet that were 33% leased, or considered committed to lease (including two properties owned through joint ventures). Costs incurred on these properties through ~~September 30, 2008~~March 31, 2009 totaled ~~$77.3 million, $6.2~~approximately $193.9 million, of which approximately $28.0 million was incurred in the ~~nine~~three months ended ~~September 30, 2008.~~March 31, 2009. We ~~financed the 2008~~estimate that remaining costs to be incurred through 2011 will total approximately $137.2 million upon completion of these properties. We expect to fund these costs using primarily borrowings from our Revolving Construction Facility and Revolving Credit Facility.

~~At September 30, 2008,~~As of March 31, 2009, we had ~~construction~~development activities underway on 12five office properties ~~totaling 1.3 million~~estimated to total 525,000 square ~~feet~~feet. We estimate that ~~were 40.5% leased, or considered committed to lease. Three of~~costs for these properties ~~are owned through consolidated joint ventures.~~will total approximately $125.3 million. Costs incurred on these properties through ~~September 30, 2008~~March 31, 2009 totaled ~~approximately $153.1~~$11.9 million, of which ~~approximately $100.5~~$4.5 million was incurred in the ~~nine~~three months ended ~~September 30, 2008. The~~March 31, 2009. We estimate the remaining costs to be incurred will total approximately $113.4 million; we expect to incur these costs through 2012. We expect to fund most of these costs using primarily borrowings from our Revolving Construction Facility.

We had redevelopment activities underway on one property at March 31, 2009 and expect to commence redevelopment on an additional property this year. We expect to incur an aggregate of approximately $39.0 million in ~~the nine months ended September 30, 2008 were funded~~costs in connection with these projects from 2009 to 2010. We expect to fund most of these costs using borrowings from our Revolving Credit ~~Facility and Revolving Construction Facility and cash reserves.~~

On January 29, 2008, we completed the formation of M Square, a consolidated joint venture in which we hold a 50% equity interest through Enterprise Campus Developer, LLC, another consolidated joint venture in which we own a 90% interest. M Square was formed to develop and own office properties, approved for up to approximately 750,000 square feet, located in M Square Research Park in College Park, Maryland.Facility.

The table below sets forth the major components of our additions to the line entitled “Total Commercial Real Estate Properties” on our Consolidated Balance Sheet for the ~~nine~~three months ended ~~September 30, 2008~~March 31, 2009 (in thousands):

Construction, development and redevelopment	$	141,779		$	43,032
Acquisitions	52,620
Tenant improvements on operating properties	14,874		(1)	4,225		(1)
Capital improvements on operating properties	6,827			1,513
Acquisitions				1,384
	$	216,100		$	50,154

(1) Tenant improvement costs incurred on newly-constructed properties are classified in this table as construction, development and redevelopment.

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During the nine months ended September 30, 2008, we sold three operating properties totaling 222,713 square feet for $25.3 million, resulting in a gain of $2.6 million. The net proceeds from these sales after transaction costs totaled approximately $25.0 million. Our approximate application of the proceeds from these sales follows: $16.9 million to pay down borrowings under our Revolving Credit Facility; $5.1 million to fund an escrow that was used to fund a subsequent acquisition; and $3.0 million to fund cash reserves.

During the nine months ended September 30, 2008, we also completed the sale of six recently constructed office condominiums located in Northern Virginia for sale prices totaling $8.4 million in the aggregate, resulting in net proceeds of $7.8 million, which was primarily applied to our cash reserves.

On August 26, 2008, we loaned $24.8 million to the owner of a 17-story Class A+ rental office property containing 470,603 square feet in Baltimore, Maryland. We have a secured interest in the ownership of the entity that owns the property and adjacent land parcels that is subordinate to that of a first mortgage on the property. The loan, which matures on August 26, 2011, carries a primary interest rate of 16.0%, although certain fundings available under the loan agreement totaling up to $1.6 million carry an interest rate of 20%. While interest is payable to us under the loan on a monthly basis, to the extent that the borrower does not have sufficient net operating cash flow (as defined in the agreement) to pay all or a portion of the interest due under the loan in a given month, such unpaid portion of the interest shall be added to the loan principal amount used to compute interest in the following month. We are obligated to fund an aggregate of up to $26.6 million under this loan, excluding any future compounding of unpaid interest. The balance of this mortgage loan receivable was $24.8 million at September 30, 2008. The first mortgage loan, which had a balance of $75.0 million at August 26, 2008, matures on August 9, 2009 and may be extended for two six-month periods, subject to certain conditions. If a default occurs under the terms of the loan with us or under the first mortgage loan, in order to protect our investment, we may need either to (1) purchase the first mortgage loan on the property or (2) foreclose on the ownership interest in the property and repay the first mortgage loan.

On May 2, 2008, we entered into a construction loan agreement with a group of lenders for which KeyBanc Capital Markets, Inc. acted as arranger, KeyBank National Association acted as administrative agent, Bank of America, N.A. acted as syndication agent and Manufacturers and Traders Trust Company acted as documentation agent; we refer to this loan as the “Revolving Construction Facility.” The construction loan agreement provides for an aggregate commitment by the lenders of $225.0 million, with a right for us to further increase the lenders’ aggregate commitment during the term to a maximum of $325.0 million, subject to certain conditions. Ownership interests in the properties for which construction costs are being financed through loans under the agreement are pledged as collateral. Borrowings are generally available for properties included in this construction loan agreement based on 85% of the total budgeted costs of construction of the applicable improvements for such properties as set forth in the properties’ construction budgets, subject to certain other loan-to-value and debt coverage requirements. As loans for properties under the construction loan agreement are repaid in full and the ownership interests in such properties are no longer pledged as collateral, capacity under the construction loan agreement’s aggregate commitment will be restored, giving us the ability to obtain new loans for other construction properties in which we pledge the ownership interests as collateral. The construction loan agreement matures on May 2, 2011 and may be extended by one year at our option, subject to certain conditions. The variable interest rate on each loan is based on one of the following, to be selected by us: (1) subject to certain conditions, the LIBOR rate for the interest period designated by us (customarily the 30-day rate) plus 1.6% to 2.0%, as determined by our leverage levels at different points in time; or (2) the greater of (a) the prime rate of the lender then acting as agent or (b) the Federal Funds Rate, as defined in the construction loan agreement, plus 0.50%. Interest is payable at the end of each interest period (as defined in the agreement), and principal outstanding under each loan under the agreement is payable on the maturity date. The construction loan agreement also carries a quarterly fee that is based on the unused amount of the commitment multiplied by a per annum rate of 0.125% to 0.20%. As of October 29, 2008, the maximum amount of borrowing capacity under this agreement totaled $140.6 million, and we expect to further increase this capacity level during the remainder of 2008 and 2009 by obtaining loans under the agreement

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for additional construction properties. As of October 29, 2008, $54.8 million had been borrowed under this agreement, the proceeds of which were used to pay down borrowings under our Revolving Credit Facility.

On July 18, 2008, we borrowed $221.4 million under a mortgage loan requiring interest only payments for the term at a variable rate of LIBOR plus 225 basis points. This loan facility has a four-year term with an option to extend by an additional year. We used $63.5 million of the proceeds from this loan to repay construction loan facilities that were due to mature in 2008, $11.8 million to repay borrowings under the Revolving Construction Facility, $142.0 million to repay borrowings under our Revolving Credit Facility and the balance to fund transaction costs.

In September 2008, we issued 3.7 million common shares at a public offering price of $39.0 per share, for net proceeds of $139.2 million after underwriting discounts but before offering expenses. We contributed these net proceeds to our Operating Partnership in exchange for 3.7 million common units. The proceeds were then used to pay down our Revolving Credit Facility.

Certain of our mortgage loans require that we comply with a number of restrictive financial covenants, including leverage ratio, minimum net worth, minimum fixed charge coverage, minimum debt service and maximum secured indebtedness. As of ~~September 30, 2008,~~March 31, 2009, we were in compliance with these financial covenants.

Analysis of Cash Flow Associated with Investing and Financing Activities

Our net cash flow used in investing activities ~~decreased $63.0~~increased $18.6 million ~~or 21.9%,~~ when comparing the ~~nine~~three months ended ~~September 30,~~March 31, 2009 and 2008 ~~and 2007. This decrease was~~ due primarily to ~~the following:~~

·a $80.7 million, or 26.8%, decrease in purchases of and additions to commercial real estate due primarily to the completion of a series of transactions on January 9 and 10, 2007 that resulted in the acquisition of 56 operating properties totaling 2.4 million square feet and land parcels totaling 187 acres (a transaction that we refer to collectively as the Nottingham Acquisition); and

·a $24.6 million ~~increase~~decrease in proceeds from sales of ~~properties, offset in part by~~

·~~a $24.8 million mortgage loan receivable funded in August 2008.~~

properties. Our cash flow ~~provided~~used by financing activities ~~decreased $110.1~~increased $13.3 million ~~or 53.6%,~~ when comparing the ~~nine~~three months ended ~~September 30,~~March 31, 2009 and 2008, ~~and 2007. This decrease~~which was ~~due primarily~~not significant relative to the ~~following:~~

·~~a $410.3 million, or 168.2%, increase in repayments~~volume of ~~mortgage and other loans payable due in large part to: (1) a higher level of debt refinancing activity in the current period; and (2) additional debt paid down using $139.2 million in proceeds from~~ our ~~issuance of common shares in September 2008; offset in part by;~~

·~~a $178.2 million, or 35.2%, increase in proceeds from mortgage and other loans payable due primarily to a higher level of debt refinancing activity in the current period; and~~

·~~a $134.4 million increase in net proceeds from our issuance of common shares in September 2008.~~financing activities.

Off-Balance Sheet Arrangements

We had no significant changes in our off-balance sheet arrangements from those described in the section entitled “Off-Balance Sheet Arrangements” in our ~~2007~~2008 Annual Report on Form 10-K.

~~Investing and Financing Activities Subsequent to September~~ 30 ~~2008~~

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~~Other Future Cash Requirements for~~ Investing and Financing Activities Subsequent to March 31, 2009

~~As previously discussed, as of September 30, 2008,~~In April 2009, we ~~had construction activities underway on 12 office properties totaling 1.3~~issued 2.99 million square feet that were 40.5% leased, or considered committed to lease (including three properties owned through joint ventures). We estimate remaining costs to be incurred will total approximately $112.7 million upon completion of these properties; we expect to incur these costs through 2010. We expect to fund these costs using primarily borrowings from our Revolving Construction Facility and Revolving Credit Facility.

As of September 30, 2008, we had development activities underway on nine new office properties estimated to total 977,000 square feet. We estimate that costs for these properties will total approximately $203.8 million. As of September 30, 2008, costs incurred on these properties totaled $20.4 million and the balance is expected to be incurred from 2008 through 2011. We expect to fund most of these costs using borrowings from our Revolving Construction Facility.

As of September 30, 2008, we had redevelopment activities underway on two properties totaling 493,000 square feet (these properties are owned through a consolidated joint venture in which we own a 92.5% interest). We estimate that the remaining costs of the redevelopment activities will total approximately $13.0 million. We expect to fund most of these costs using borrowings from our Revolving Credit Facility.

In September 2007, the City of Colorado Springs announced that it had selected us to be the master developer for the 286-acre site located in the Colorado Springs Airport Business Park, known as Cresterra, which is located at the entrance of the Colorado Springs Airport and adjacent to Peterson Air Force Base. We are currently in the process of negotiating the long-term ground lease and development agreement with the City of Colorado Springs regarding the details of this arrangement; we expect that the terms of these agreements will be finalized in 2008. We expect that this business park can support potential development of approximately 3.5 million square feet, including office, retail, industrial and flex space. We anticipate that this project could cost approximately $800.0 million, which we expect to be funded over the next 10 to 20 years. For this project, we expect to oversee development, construction, leasing and management and have a leasehold interest in buildings.

During the remainder of 2008 and beyond, we could complete acquisitions of properties and commence construction and development activities in addition to the ones previously described. We expect to finance these activities as we have in the past, using mostly a combination of borrowings from new debt, borrowings under our Revolving Credit Facility and construction loan facilities, proceeds from sales of existing properties and additional equity issuances of common and/or preferred shares or units.

As previously discussed, the United States financial markets have recently experienced extreme volatility, and credit markets have tightened considerably. As a result, the level of risk that we may not be able to obtain new financing for acquisitions, development activities or other capital requirements at reasonable terms, if at all, in the near future has increased. Actions taken by us to reduce this level of risk include the following:

·~~we entered into the $225.0 million Revolving Construction Facility in May 2008, which we expect to use in funding much of our future development activities;~~

·we managed our debt to avoid significant concentrations of maturities in any particular year, including paying off all debt maturing in 2008 (except for scheduled principal amortization on existing debt) and having what we believe to be limited and manageable maturities in the next two years; and

·~~we raised $139.2 million in net proceeds from the issuance of~~ common shares in ~~September 2008, which we~~an underwritten public offering made in conjunction with our inclusion in the S&P MidCap 400 Index effective April 1, 2009. The shares were issued at a public offering price of $24.35 per share for net proceeds of $72.1 million after underwriting discounts but before offering expenses. The net proceeds were used to pay down our Revolving Credit Facility ~~in order to create borrowing capacity to allow us to respond to future development~~ and ~~acquisition opportunities in a potentially difficult financing environment.~~

Given the volatile condition of the financial markets, we recognize the possibility that one or more lenders under our Revolving Credit Facility or Revolving Construction Facility could be in a position where they

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are not able or willing to fund a borrowing request. If this were to occur, it would adversely affect our ability to access borrowing capacity under these facilities, which would in turn adversely affect our financial condition.

As of October 29, 2008, the maximum principal amount on our Revolving Credit Facility was $600.0 million, with a right to further increase the maximum principal amount in the future to $800.0 million, subject to certain conditions. As of October 29, 2008, the borrowing capacity under the Revolving Credit Facility was $600.0 million, of which $190.6 million was available.for general corporate purposes.

Funds From Operations

Funds from operations (“FFO”) is defined as net income computed using GAAP, excluding gains (or losses) from sales of ~~real estate,~~operating properties, plus real estate-related depreciation and ~~amortization, and after adjustments for unconsolidated partnerships and joint ventures.~~amortization. Gains from sales of newly-developed properties less accumulated depreciation, if any, required under GAAP are included in FFO on the basis that development services are the primary revenue generating activity; we believe that inclusion of these development gains is in accordance with the National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO, although others may interpret the definition differently.

Accounting for real estate assets using historical cost accounting under GAAP assumes that the value of real estate assets diminishes predictably over time. NAREIT stated in its April 2002 White Paper on Funds from Operations that “since real estate asset values have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves.” As a result, the concept of FFO was created by NAREIT for the REIT industry to “address this problem.” We agree with the concept of FFO and believe that FFO is useful to management and investors as a supplemental measure of operating performance because, by excluding gains and losses related to sales of previously depreciated operating real estate properties and excluding real estate-related depreciation and amortization, FFO can help one compare our operating performance between periods. In addition, since most equity REITs provide FFO information to the investment community, we believe that FFO is useful to investors as a supplemental measure for comparing our results to those of other equity REITs. We believe that net income is the most directly comparable GAAP measure to FFO.

Since FFO excludes certain items includable in net income, reliance on the measure has limitations; management compensates for these limitations by using the measure simply as a supplemental measure that is weighed in the balance with other GAAP and non GAAP measures. FFO is not necessarily an indication of our cash flow available to fund cash needs. Additionally, it should not be used as an alternative to net income 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. The FFO we present may not be comparable to the FFO presented by other REITs since they may interpret the current NAREIT definition of FFO differently or they may not use the current NAREIT definition of FFO.

Basic ~~funds from operations~~FFO available to common share and common unit holders (“Basic FFO”) is FFO adjusted to subtract (1) ~~subtract~~ preferred share dividends, ~~and~~ (2) ~~add back GAAP net~~ income ~~allocated~~attributable to ~~common~~noncontrolling interests through ownership of preferred units in the Operating Partnership or interests in other consolidated entities not owned by ~~us.~~us, (3) depreciation and amortization allocable to noncontrolling interests in other consolidated entities and (4) Basic FFO allocable to restricted shares. With these adjustments, Basic FFO represents FFO available to common shareholders and common unitholders. Common units in the Operating Partnership are substantially similar to our 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 Basic FFO. Basic FFO has essentially the same limitations as FFO; management compensates for these limitations in essentially the same manner as described above for FFO.

Diluted ~~funds from operations~~FFO available to common share and common unit holders (“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. However, the computation of Diluted FFO does

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not assume conversion of securities other than common units in the Operating Partnership that are convertible into common shares if the

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conversion of those securities would increase Diluted FFO per share in a given period. We believe that Diluted FFO is useful to investors because it is the numerator used to compute Diluted FFO per share, discussed below. In addition, since most equity REITs provide Diluted FFO information to the investment community, we believe Diluted FFO is a useful supplemental measure for comparing us to other equity REITs. We believe that the numerator for diluted EPS is the most directly comparable GAAP measure to Diluted FFO. Since Diluted FFO excludes certain items includable in the numerator to diluted EPS, reliance on the measure has limitations; management compensates for these limitations by using the measure simply as a supplemental measure that is weighed in the balance with other GAAP and non-GAAP measures. Diluted FFO is not necessarily an indication of our cash flow available to fund cash needs. Additionally, it should not be used as an alternative to net income 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. The Diluted FFO that we present may not be comparable to the Diluted FFO presented by other REITs.

Diluted ~~funds from operations~~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. However, the computation of Diluted FFO per share does not assume conversion of securities other than common units in the Operating Partnership 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. In addition, since most equity REITs provide Diluted FFO per share information to the investment community, we believe Diluted FFO per share is a useful supplemental measure for comparing us to other equity REITs. We believe that diluted EPS is the most directly comparable GAAP measure to Diluted FFO per share. Diluted FFO per share has most of the same limitations as Diluted FFO (described above); management compensates for these limitations in essentially the same manner as described above for Diluted FFO.

Our Basic FFO, Diluted FFO and Diluted FFO per share for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2009 and 2008 ~~and 2007~~ and reconciliations of (1) net income to FFO, (2) the numerator for diluted EPS to diluted FFO and (3) the denominator for diluted EPS to the denominator for diluted FFO per share are set forth in the following table (dollars and shares in thousands, except per share data):

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	For the Three Months						For the Nine Months						For the Three Months
	Ended September 30,						Ended September 30,						Ended March 31,
	2008			2007			2008			2007			2009			2008

Net income	$	12,949		$	11,431		$	37,197		$	24,855		$	18,166		$	12,181
Add: Real estate-related depreciation and amortization	25,583			26,266			75,482			79,653			26,491			24,944
Add: Depreciation and amortization on unconsolidated real estate entities	162			166			489			503			160			164
Less: Depreciation and amortization allocable to minority interests in other consolidated entities	(74		)	(48		)	(198		)	(137		)
Gain on sales of real estate, excluding development portion (1)	—			(2,789		)	(2,630		)	(2,778		)
Less: Gain on sales of operating properties, net of income taxes													—			(1,380		)
Funds from operations (“FFO”)	38,620			35,026			110,340			102,096			44,817			35,909
Add: Minority interests-common units in the Operating Partnership	1,592			1,351			4,501			2,424
Less: Noncontrolling interests-preferred units in the Operating Partnership													(165		)	(165		)
Less: Noncontrolling interests-other consolidated entities													(50		)	(100		)
Less: Preferred share dividends	(4,025		)	(4,025		)	(12,076		)	(12,043		)	(4,025		)	(4,025		)
Less: Depreciation and amortization allocable to noncontrolling interests in other consolidated entities													(53		)	(49		)
Less: basic and diluted FFO allocable to restricted shares													(453		)	(274		)
Funds from Operations - basic and diluted (“Basic and Diluted FFO”)	$	36,187		$	32,352		$	102,765		$	92,477		$	40,071		$	31,296

Weighted average common shares	47,273			46,781			47,128			46,386			51,930			47,001
Conversion of weighted average common units	8,130			8,297			8,145			8,339			7,253			8,154
Weighted average common shares/units - Basic FFO	55,403			55,078			55,273			54,725			59,183			55,155
Dilutive effect of share-based compensation awards	916			1,005			820			1,180			498			704
Weighted average common shares/units - Diluted FFO	56,319			56,083			56,093			55,905			59,681			55,859

Diluted FFO per common share	$	0.64		$	0.58		$	1.83		$	1.65		$	0.67		$	0.56

Numerator for diluted EPS	$	8,924		$	7,406		$	25,121		$	12,812		$	11,854		$	6,519
Add: Minority interests-common units in the Operating Partnership	1,592			1,351			4,501			2,424
Add: Income allocable to noncontrolling interests-common units in the Operating Partnership													1,804			1,202
Add: Real estate-related depreciation and amortization	25,583			26,266			75,482			79,653			26,491			24,944
Add: Depreciation and amortization on unconsolidated real estate
entities	162			166			489			503
Less: Depreciation and amortization allocable to minority interests in other consolidated entities	(74		)	(48		)	(198		)	(137		)
Less: Gain on sales of real estate, excluding development portion (1)	—			(2,789		)	(2,630		)	(2,778		)
Add: Depreciation and amortization of unconsolidated real estate entities													160			164
Add: Numerator for diluted EPS allocable to restricted shares													268			170
Less: Depreciation and amortization allocable to noncontrolling interests in other consolidated entities													(53		)	(49		)
Less: Basic and diluted FFO allocable to restricted shares													(453		)	(274		)
Less: Gain on sales of operating properties, net of income taxes													—			(1,380		)
Diluted FFO	$	36,187		$	32,352		$	102,765		$	92,477		$	40,071		$	31,296

Denominator for diluted EPS	48,189			47,786			47,948			47,566			52,428			47,705
Weighted average common units	8,130			8,297			8,145			8,339			7,253			8,154
Denominator for Diluted FFO per share	56,319			56,083			56,093			55,905			59,681			55,859

~~(1)~~Gains from the sale of real estate that are attributable to sales of non-operating properties are included in FFO. Gains from newly-developed or re-developed properties less accumulated depreciation, if any, required under GAAP are also included in FFO on the basis that development services are the primary revenue generating activity; we believe that inclusion of these development gains is in compliance with the NAREIT definitionOur computation of FFO ~~although others may interpret~~and the ~~definition differently.~~other measures described above changed as a result of our adoption on January 1, 2009 of SFAS 160, FSP APB 14-1 and FSP EITF 03-6-1, all of which were applied respectively to prior periods. We discuss SFAS 160 and FSP APB 14-1 in Note 4 to our consolidated financial statements and FSP EITF 03-6-1 in Note 3 to our consolidated financial statements.

Inflation

Most of our tenants are obligated to pay their share of a building’s operating expenses to the extent such expenses exceed amounts established in their leases, based on historical expense levels. Some of our tenants are obligated to pay their full share of a building’s operating expenses. These arrangements somewhat reduce our exposure to increases in such costs resulting from inflation. In addition, since our average lease life is approximately five years, we generally expect to be able to compensate for increased operating expenses through increased rental rates upon lease renewal or expiration.

Our costs associated with constructing buildings and completing renovation and tenant improvement work have increased due to higher cost of materials. We expect to recover a portion of these costs through higher tenant rents and reimbursements for tenant improvements. The additional costs that we do not recover increase depreciation expense as projects are completed and placed into service.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to certain market risks, the most predominant of which is change in interest rates. Increases in interest rates can result in increased interest expense under our Revolving Credit Facility and our other debt carrying variable interest rate terms. Increases in interest rates can also result in increased interest expense when our debt carrying fixed interest rate terms mature and need to be refinanced. Our ~~debt~~capital strategy favors long-term, fixed-rate, secured debt over variable-rate debt to minimize the risk of short-term increases in interest rates. As of ~~September 30, 2008, 94.3%~~March 31, 2009, 90.4% of our fixed-rate debt was scheduled to mature after ~~2009.~~2010. As of ~~September 30, 2008, 28.8%~~March 31, 2009, 24.6% of our total debt had variable interest rates, including the effect of interest rate ~~swaps. As of September 30, 2008,~~swaps, and the percentage of variable-rate debt, including the effect of interest rate swaps, relative to total assets was ~~17.2%~~14.6%.

The following table sets forth as of ~~September 30, 2008~~March 31, 2009 our long-term debt obligations and weighted average interest rates for fixed rate debt by expected maturity date (dollars in thousands):

	For the Periods Ended December 31,																					For the Periods Ending December 31,
	2008			2009			2010			2011			2012			Thereafter			Total			2009			2010			2011 (1)			2012			2013			Thereafter			Total
Long term debt:
Fixed rate ~~(1)~~(2)	$	4,608		$	62,643		$	74,033		$	309,814		$	42,199		$	678,427		$	1,171,724		$	30,911		$	74,033		$	272,314		$	42,200		$	137,718		$	540,708		$	1,097,884
Weighted average interest rate	4.80		%	6.90		%	5.98		%	4.21		%	6.32		%	5.58		%	5.34		%	6.85		%	5.98		%	4.30		%	6.33		%	5.57		%	5.58		%	5.35		%

Variable rate (2)	$	—		$	40,589		$	—		$	422,032		$	221,400		$	—		$	684,021
Variable rate																						$	40,589		$	—		$	517,303		$	221,400		$	—		$	—		$	779,292

(1)~~Represents scheduled principal amortization and maturities only and therefore excludes a net premium of $535.~~

~~(2)The interest rates on our variable-rate debt primarily were indexed to LIBOR plus spreads of 0.75% to 2.00% at September 30, 2008.~~

Includes amounts outstanding at March 31, 2009 of $424.0 million under our Revolving Credit Facility and $93.3 million under our Revolving Construction Facility that may be extended for a one-year period, subject to certain conditions.

(2)

Represents principal maturities only and therefore excludes net discounts of $8.5 million.

The fair market value of our debt was ~~$1.86~~$1.72 billion at ~~September 30, 2008.~~March 31, 2009. If interest rates on our fixed-rate debt had been 1% lower, the fair value of this debt would have increased by ~~$48.1~~$58.0 million at ~~September 30, 2008.~~March 31, 2009.

The following table sets forth information pertaining to interest rate swap contracts in place as of ~~September 30, 2008,~~March 31, 2009, and their respective fair values (dollars in thousands):

						Fair Value at								Fair Value at
Notional	Notional	One-Month		Effective	Expiration	September 30,			Notional	One-Month		Effective	Expiration	March 31,
Amount	Amount	LIBOR base		Date	Date	2008			Amount	LIBOR base		Date	Date	2009
$	50,000	4.3300	%	10/23/2007	10/23/2009	$	(625	)	25,000	5.2320	%	5/1/2006	5/1/2009	$	(98	)
25,000									25,000	5.2320	%	5/1/2006	5/1/2009	(98		)
50,000	50,000	5.0360	%	3/28/2006	3/30/2009	(376		)	50,000	4.3300	%	10/23/2007	10/23/2009	(1,040		)
25,000		5.2320	%	5/1/2006	5/1/2009	(265		)
25,000		5.2320	%	5/1/2006	5/1/2009	(265		)
100,000									100,000	2.5100	%	11/3/2008	12/31/2009	(1,365		)
120,000									120,000	1.7600	%	1/2/2009	5/1/2012	(950		)
100,000									100,000	1.9750	%	1/1/2010	5/1/2012	(666		)
						$	(1,531	)						$	(4,217	)

Based on our variable-rate debt balances, including the effect of interest rate swaps, our interest expense would have increased by ~~$3.4 million~~$843,000 in the ~~nine~~three months ended ~~September 30, 2008~~March 31, 2009 if short-term interest rates were 1% higher.

Item 4. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under

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the Exchange Act) as of ~~September 30, 2008.~~March 31, 2009. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of ~~September 30, 2008~~

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March 31, 2009 were functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(b)Change in Internal Control over Financial Reporting

During the first quarter of 2008, we commenced the implementation of an Enterprise Resource Planning (ERP) suite of integrated operational and financial modules (the “ERP System”) that supports our current and future operational needs and enhancesNo change in our internal control over financial ~~reporting. The implementation of this ERP System has affected our internal controls over financial~~ reporting by, among other things, improving user access security and automating a number of accounting, back office, and reporting processes and activities. Other than the implementation of the ERP System, there have been no changes in ~~internal control over financial reporting~~occurred during the most recent fiscal quarter that ~~have~~has materially affected, or ~~are~~is reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings

We are not aware of any material developments during the most recent fiscal quarter regarding the litigation described in our ~~2007~~2008 Annual Report on Form ~~10-K and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008.~~10-K. We are not currently involved in any other material litigation nor, to our knowledge, is any material litigation currently threatened against the Company (other than routine litigation arising in the ordinary course of business, substantially all of which is expected to be covered by liability insurance).

Item 1A. Risk Factors

There have been no material changes to the risk factors included in our ~~2007~~2008 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) During the three months ended ~~September 30, 2008, 40,000~~March 31, 2009, 2,310,000 of the Operating Partnership’s common units were exchanged for ~~40,000~~2,310,000 common shares in accordance with the Operating Partnership’s Second Amended and Restated Limited Partnership Agreement, as amended. The issuance of these common shares was effected in reliance upon the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.

(b) Not applicable

Item 3. Defaults Upon Senior Securities

(a) Not applicable

(b) Not applicable

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Item 4. Submission of Matters to a Vote of Security Holders

Not applicable

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Item 5. Other Information

Not applicable

Large accelerated filer x

~~Accelerated~~Non-accelerated filer o

(Do not check if a smaller reporting company)

~~Non-accelerated~~Accelerated filer o

Smaller reporting company o

~~(Do not check if a smaller~~

~~reporting company)~~

(a) Exhibits:

EXHIBIT NO.		DESCRIPTION

31.1		Certification of the Chief Executive Officer of Corporate Office Properties Trust required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith).

31.2		Certification of the Chief Financial Officer of Corporate Office Properties Trust required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith).

32.1		Certification of the Chief Executive Officer of Corporate Office Properties Trust required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Exchange Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.) (Furnished herewith.)

32.2		Certification of the Chief Financial Officer of Corporate Office Properties Trust required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Exchange Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.) (Furnished herewith.)

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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, thereunto duly authorized.

			CORPORATE OFFICE PROPERTIES TRUST


Date: ~~November 10, 2008~~May 8, 2009	By:	~~By:~~		/s/ Randall M. Griffin
		Randall M. Griffin
		President and Chief Executive Officer


Date: ~~November 10, 2008~~May 8, 2009	By:	~~By:~~		/s/ Stephen E. Riffee
		Stephen E. Riffee
		Executive Vice President and Chief Financial Officer

4737

	3535 Northrop			1560 Cable
	Grumman Point			Ranch Road			Total
Land, operating properties	$	—		$	3,396		$	3,396
Building and improvements	22,163			10,315			32,478
Intangible assets on real estate acquisitions	3,423			4,208			7,631
Total assets	25,586			17,919			43,505
Deferred revenue associated with acquired operating leases	(2,346		)	(602		)	(2,948		)
Total acquisition cost	$	23,240		$	17,317		$	40,557

			Weighted
			Average
			Amortization
			Period (in Years)
Lease-up value	$	4,558	10
Tenant relationship value	1,537		12
Lease cost portion of deemed cost avoidance	1,536		11
	$	7,631	11

			Number	Total
		Date of	of	Rentable			Gain on
Project Name	Location	Sale	Buildings	Square Feet	Sale Price		Sale

429 Ridge Road	Dayton, New Jersey	1/31/2008	1	142,385	$	17,000	$	1,365
7253 Ambassador Road	Woodlawn, Maryland	6/2/2008	1	38,930	5,100		1,278
47 Commerce Road	Cranbury, New Jersey	4/1/2008	1	41,398	3,150		—
			3	222,713	$	25,250	$	2,643

	September 30, 2008						December 31, 2007
	Gross Carrying		Accumulated		Net Carrying		Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Lease-up value	$	129,613	$	68,893	$	60,720	$	125,338	$	58,435	$	66,903
Tenant relationship value	36,514		11,914		24,600		35,189		7,892		27,297
Lease cost portion of deemed cost avoidance	18,587		10,436		8,151		17,133		8,697		8,436
Lease to market value	14,428		10,744		3,684		14,428		9,555		4,873
Market concentration premium	1,333		206		1,127		1,333		181		1,152
	$	200,475	$	102,193	$	98,282	$	193,421	$	84,760	$	108,661

	Maximum							Scheduled
	Principal Amount		Carrying Value at					Maturity
	Under Debt at		September 30,		December 31,		Stated Interest Rates	Dates at
	September 30, 2008		2008		2007		at September 30, 2008	September 30, 2008

Mortgage and other loans payable:
Revolving Credit Facility	$	600,000	$	380,500	$	361,000	LIBOR + 0.75% to 1.25%	September 30, 2011 (1)

Mortgage and Other Secured Loans
Fixed rate mortgage loans (2)	N/A		970,510		1,124,551		5.20% - 8.63% (3)	2009 - 2034 (4)
Revolving Construction Facility (5)	225,000		41,532		—		LIBOR + 1.60% to 2.00%	May 2, 2011 (1)
Other variable rate secured loans	N/A		221,400		34,500		LIBOR + 2.25%	August 1, 2012 (1)
Other construction loan facilities	48,000		40,588		104,089		LIBOR + 1.50%	2009
Total mortgage and other secured loans			1,274,030		1,263,140

Note payable
Unsecured seller notes	N/A		1,750		1,702		0% - 5.95%	2008-2016
Total mortgage and other loans payable			1,656,280		1,625,842

3.5% Exchangeable Senior Notes	N/A		200,000		200,000		3.50%	September 2026 (6)
Total debt			$	1,856,280	$	1,825,842

Fair value of grants on grant date	$	8.00
Risk-free interest rate	3.62		%
Expected life (in years)	6.52
Expected volatility	24.22		%
Expected annual dividend yield	3.07		%

Three months ended December 31, 2008	$	63
2009	178
2010	135
2011	57
	$	433

	For the Three Months Ended September 30,											For the Nine Months Ended September 30,
	2008			2007			Variance			% Change		2008			2007			Variance			% Change
Revenues
Rental revenue	$	85,060		$	80,038		$	5,022		6.3	%	$	249,924		$	233,650		$	16,274		7.0	%
Tenant recoveries and other real estate operations revenue	16,584			14,064			2,520			17.9	%	46,982			39,694			7,288			18.4	%
Construction contract revenues	89,653			10,047			79,606			792.3	%	121,688			29,358			92,330			314.5	%
Other service operations revenues	349			910			(561		)	(61.6	)%	1,352			3,369			(2,017		)	(59.9	)%
Total revenues	191,646			105,059			86,587			82.4	%	419,946			306,071			113,875			37.2	%
Expenses
Property operating expenses	35,854			31,577			4,277			13.5	%	104,353			92,168			12,185			13.2	%
Depreciation and other amortization associated with real estate operations	25,583			26,025			(442		)	(1.7	)%	75,430			78,811			(3,381		)	(4.3	)%
Construction contract expenses	87,111			9,507			77,604			816.3	%	118,488			28,126			90,362			321.3	%
Other service operations expenses	546			806			(260		)	(32.3	)%	1,602			3,337			(1,735		)	(52.0	)%
General and administrative expenses	6,103			5,743			360			6.3	%	18,072			15,946			2,126			13.3	%
Total operating expenses	155,197			73,658			81,539			110.7	%	317,945			218,388			99,557			45.6	%
Operating income	36,449			31,401			5,048			16.1	%	102,001			87,683			14,318			16.3	%
Interest expense and amortization of deferred financing costs	(21,675		)	(21,869		)	194			(0.9	)%	(63,134		)	(63,887		)	753			(1.2	)%
Gain on sale of non-real estate investment	1			—			1			N/A		52			1,033			(981		)	(95.0	)%
Equity in loss of unconsolidated entities	(57		)	(46		)	(11		)	23.9	%	(167		)	(197		)	30			(15.2	)%
Income tax expense	(97		)	(197		)	100			(50.8	)%	(102		)	(480		)	378			(78.8	)%
Income from continuing operations before minority interests	14,621			9,289			5,332			57.4	%	38,650			24,152			14,498			60.0	%
Minority interests in income from continuing operations	(1,668		)	(942		)	(726		)	77.1	%	(4,469		)	(2,282		)	(2,187		)	95.8	%
Income from continuing operations	12,953			8,347			4,606			55.2	%	34,181			21,870			12,311			56.3	%
(Loss) income from discontinued operations, net	(8		)	2,046			(2,054		)	(100.4	)%	2,179			1,786			393			22.0	%
Gain on sales of real estate, net	4			1,038			(1,034		)	(99.6	)%	837			1,199			(362		)	(30.2	)%
Net income	12,949			11,431			1,518			13.3	%	37,197			24,855			12,342			49.7	%
Preferred share dividends	(4,025		)	(4,025		)	—			0.0	%	(12,076		)	(12,043		)	(33		)	0.3	%
Net income available to common shareholders	$	8,924		$	7,406		$	1,518		20.5	%	$	25,121		$	12,812		$	12,309		96.1	%
Basic earnings per common share
Income from continuing operations	$	0.19		$	0.11		$	0.08		72.7	%	$	0.49		$	0.24		$	0.25		104.2	%
Net income available to common shareholders	$	0.19		$	0.16		$	0.03		18.8	%	$	0.53		$	0.28		$	0.25		89.3	%
Diluted earnings per common share
Income from continuing operations	$	0.19		$	0.11		$	0.08		72.7	%	$	0.48		$	0.23		$	0.25		108.7	%
Net income available to common shareholders	$	0.19		$	0.15		$	0.04		26.7	%	$	0.52		$	0.27		$	0.25		92.6	%