Overview

During the three months ended March 31, 2022, we:



•finished the period with our portfolio 92.0% occupied and 93.9% leased;
•placed into service 283,000 square feet in two newly-developed properties that
were 100.0% leased as of March 31, 2022; and
•sold our wholesale data center for $222.5 million, resulting in a gain on sale
of $28.6 million. We used the proceeds to repay a portion of of our Term Loan
Facility and the remainder to repay borrowings under our Revolving Credit
Facility.

With regard to our operating portfolio square footage, occupancy and leasing
statistics included below and elsewhere in this Quarterly Report on Form 10-Q,
amounts disclosed include information pertaining to properties owned through
unconsolidated real estate joint ventures.

We discuss significant factors contributing to changes in our net income in the
section below entitled "Results of Operations." In addition, the section below
entitled "Liquidity and Capital Resources" includes discussions of, among other
things:

•how we expect to generate and obtain cash for short and long-term capital
needs; and
•material cash requirements for known contractual and other obligations.

You should refer to our consolidated financial statements and the notes thereto 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," "could," "believe," "anticipate," "expect," "estimate," "plan"
or other comparable terminology. Forward-looking statements are inherently
subject to risks and uncertainties, many of which we cannot predict with
accuracy and some of which we might not even anticipate. Although we believe
that the expectations, estimates and projections reflected in such
forward-looking statements are based on reasonable assumptions at the time made,
we can give no assurance that these expectations, estimates and projections will
be achieved. Future events and actual results may differ materially from those
discussed in the forward-looking statements. We caution readers that
forward-looking statements reflect our opinion only as of the date on which they
were made. You should not place undue reliance on forward-looking statements.
The following factors, among others, could cause actual results and future
events to differ materially from those set forth or contemplated in the
forward-looking statements:

•general economic and business conditions, which will, among other things,
affect office property and data center demand and rents, tenant
creditworthiness, interest rates, financing availability, construction costs and
property values;
•adverse changes in the real estate markets, including, among other things,
increased competition with other companies;
•governmental actions and initiatives, including risks associated with the
impact of a prolonged government shutdown or budgetary reductions or impasses,
such as a reduction in rental revenues, non-renewal of leases and/or reduced or
delayed demand for additional space by our strategic customers;
•our ability to borrow on favorable terms;
•risks of property 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 or 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;
•changes in our plans for properties or views of market economic conditions or
failure to obtain development rights, either of which could result in
recognition of significant impairment losses;
•risks and uncertainties regarding the impact of the COVID-19 pandemic, and
similar pandemics, along with restrictive measures instituted to prevent spread,
on our business, the real estate industry and national, regional and local
economic conditions;
•our ability to satisfy and operate effectively under federal income tax rules
relating to real estate investment trusts and partnerships;
•possible adverse changes in tax laws;
•the dilutive effects of issuing additional common shares;
•our ability to achieve projected results;
•security breaches relating to cyber attacks, cyber intrusions or other factors;
and
•environmental requirements.

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


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Occupancy and Leasing

The tables below set forth occupancy information pertaining to our portfolio of office and data center shell properties:



                                                                March 31,
                                                                  2022              December 31, 2021
Occupancy rates at period end
Total                                                                92.0  %                   92.4  %
Defense/IT Locations:
Fort Meade/BW Corridor                                               90.2  %                   90.0  %
NoVA Defense/IT                                                      88.6  %                   89.5  %
Lackland Air Force Base                                             100.0  %                  100.0  %
Navy Support                                                         92.9  %                   93.9  %
Redstone Arsenal                                                     91.3  %                   90.8  %
Data Center Shells                                                  100.0  %                  100.0  %
Total Defense/IT Locations                                           93.3  %                   93.2  %
Regional Office                                                      81.8  %                   87.3  %
Other                                                                66.2  %                   66.2  %
Annualized rental revenue per occupied square foot at period
end                                                          $      32.59          $          32.47


                                       Rentable          Occupied
                                     Square Feet       Square Feet
                                             (in thousands)
December 31, 2021                     21,710            20,070
Vacated upon lease expiration (1)          -              (288)
Occupancy for new leases                   -               189
Developed                                283               283

Other changes                             13                 -
March 31, 2022                        22,006            20,254

(1)Includes lease terminations and space reductions occurring in connection with lease renewals.

During the three months ended March 31, 2022, we leased 871,000 square feet, including: 448,000 square feet of renewal leasing, representing a tenant retention rate of 64.0%; 157,000 square feet of vacant space leasing; and 265,000 square feet of development leasing.



Annualized rental revenue is a measure that we use to evaluate the source of our
rental revenue as of a point in time. It is computed by multiplying by 12 the
sum of monthly contractual base rents and estimated monthly expense
reimbursements under active leases as of a point in time (ignoring free rent
then in effect and rent associated with tenant funded landlord assets). Our
computation of annualized rental revenue excludes the effect of lease
incentives. We consider annualized rental revenue to be a useful measure for
analyzing revenue sources because, since it is point-in-time based, it does not
contain increases and decreases in revenue associated with periods in which
lease terms were not in effect; historical revenue under generally accepted
accounting principles in the United States of America ("GAAP") does contain such
fluctuations. We find the measure particularly useful for leasing, tenant,
segment and industry analysis. Tenant retention rate is a measure we use that
represents the percentage of square feet renewed in a period relative to the
total square feet scheduled to expire in that period; we include the effect of
early renewals in this measure.

Results of Operations

We evaluate the operating performance of our properties using NOI from real estate operations, our segment performance measure, which includes real estate revenues and property operating expenses from continuing and discontinued operations and UJV NOI allocable to COPT. We view our NOI from real estate operations as comprising the following primary categories:



•office and data center shell properties:
•stably owned and 100% operational throughout the current and prior year
reporting periods being compared.  We define these as changes from "Same
Properties";
•developed or redeveloped and placed into service that were not 100% operational
throughout the current and prior year reporting periods; and
•disposed; and
•our wholesale data center that we sold on January 25, 2022.
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In addition to owning properties, we provide construction management and other
services. The primary manner in which we evaluate the operating performance of
our construction management and other service activities is through a measure we
define as NOI from service operations, which is based on the net of the revenues
and expenses from these activities.  The revenues and expenses from these
activities consist primarily of subcontracted costs that are reimbursed to us by
customers along with a management fee.  The operating margins from these
activities are small relative to the revenue.  We believe NOI from service
operations is a useful measure in assessing both our level of activity and our
profitability in conducting such operations.

Since both of the measures discussed above exclude certain items includable in
net income, reliance on these measures has limitations; management compensates
for these limitations by using the measures simply as supplemental measures that
are considered alongside other GAAP and non-GAAP measures. A reconciliation of
NOI from real estate operations and NOI from service operations to income from
continuing operations reported on the consolidated statements of operations is
provided in Note 14 to our consolidated financial statements.

Comparison of Statements of Operations for the Three Months Ended March 31, 2022 and 2021

For the Three Months Ended March 31,


                                                                        2022                  2021            Variance
                                                                                      (in thousands)
Revenues
Revenues from real estate operations                              $      142,280          $ 137,830          $  4,450
Construction contract and other service revenues                          53,200             16,558            36,642
Total revenues                                                           195,480            154,388            41,092
Operating expenses
Property operating expenses                                               57,181             53,276             3,905

Depreciation and amortization associated with real estate operations

                                                                34,264             34,500              (236)
Construction contract and other service expenses                          51,650             15,793            35,857

General, administrative and leasing expenses                               8,544              8,406               138
Business development expenses and land carry costs                           783              1,094              (311)
Total operating expenses                                                 152,422            113,069            39,353
Interest expense                                                         (14,424)           (17,519)            3,095
Interest and other income                                                  1,893              1,865                28
Credit loss recoveries                                                       316                907              (591)
Gain on sales of real estate                                                  15               (490)              505
Loss on early extinguishment of debt                                        (342)           (33,166)           32,824

Equity in income of unconsolidated entities                                  888                222               666
Income tax expense                                                          (153)               (32)             (121)
Income (loss) from continuing operations                                  31,251             (6,894)           38,145
Discontinued operations                                                   29,573                815            28,758
Net income (loss)                                                 $       60,824          $  (6,079)         $ 66,903



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NOI from Real Estate Operations



                                                                    For the 

Three Months Ended March 31,


                                                               2022                      2021             Variance
                                                                           (Dollars in thousands,
                                                                         except per square foot data)
Revenues
Same Properties revenues
Lease revenue, excluding net lease termination revenue
and provision for collectability losses                  $    132,505                $ 131,157          $  1,348
Lease termination revenue, net                                    221                    1,362            (1,141)

Provision for collectability losses included in lease revenue

                                                             -                     (124)              124
Other property revenue                                            859                      507               352
Same Properties total revenues                                133,585                  132,902               683

Developed and redeveloped properties placed in service 7,527


             2,409             5,118

Wholesale data center                                           1,980                    7,334            (5,354)

Dispositions                                                        1                    1,681            (1,680)
Other                                                           1,167                      838               329
                                                              144,260                  145,164              (904)
Property operating expenses
Same Properties                                               (54,161)                 (51,655)           (2,506)

Developed and redeveloped properties placed in service (2,065)


              (562)           (1,503)

Wholesale data center                                          (1,025)                  (3,823)            2,798

Dispositions                                                        1                     (298)              299
Other                                                            (902)                    (636)             (266)
                                                              (58,152)                 (56,974)           (1,178)

UJV NOI allocable to COPT
Same Properties                                                   926                      917                 9
Retained interest in newly-formed UJVs                            154                        -               154

                                                                1,080                      917               163

NOI from real estate operations
Same Properties                                                80,350                   82,164            (1,814)

Developed and redeveloped properties placed in service 5,462


             1,847             3,615

Wholesale data center                                             955                    3,511            (2,556)

Dispositions, net of retained interest in newly-formed
UJVs                                                              156                    1,383            (1,227)
Other                                                             265                      202                63
                                                         $     87,188                $  89,107          $ (1,919)

Same Properties NOI from real estate operations by
segment
Defense/IT Locations                                     $     73,586                $  74,659          $ (1,073)
Regional Office                                                 6,459                    7,201              (742)
Other                                                             305                      304                 1
                                                         $     80,350                $  82,164          $ (1,814)

Same Properties rent statistics
Average occupancy rate                                           91.7  %                  93.6  %           (1.9  %)

Average straight-line rent per occupied square foot (1) $ 6.45

$ 6.40 $ 0.05

(1)Includes minimum base rents, net of abatements and lease incentives and excluding lease termination revenue, on a straight-line basis for the periods set forth above.



Our Same Properties pool consisted of 176 properties, comprising 92.4% of our
portfolio's square footage as of March 31, 2022. This pool of properties changed
from the pool used for purposes of comparing 2021 and 2020 in our 2021 Annual
Report on Form 10-K due to the addition of nine properties placed in service and
100% operational on or before January 1, 2021 and eight properties owned through
an unconsolidated real estate joint venture that was formed in 2020.

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Regarding the changes in NOI from real estate operations reported above:



•developed and redeveloped properties placed in service reflects the effect of
10 properties placed in service in 2021 and 2022; and
•dispositions, net of retained interest in newly-formed UJVs reflects the effect
of our sale of a 90% interest in two data center shells in 2021.

NOI from Service Operations



                                                                  For the 

Three Months Ended March 31,


                                                               2022                 2021             Variance
                                                                             (in thousands)
Construction contract and other service revenues         $      53,200          $  16,558          $  36,642
Construction contract and other service expenses               (51,650)           (15,793)           (35,857)
NOI from service operations                              $       1,550          $     765          $     785

Construction contract and other service revenues and expenses increased due primarily to a higher volume of construction activity in connection with several of our tenants. Construction contract activity is inherently subject to significant variability depending on the volume and nature of projects undertaken by us primarily on behalf of tenants. Service operations are an ancillary component of our overall operations that typically contribute an insignificant amount of income relative to our real estate operations.

Interest expense



Interest expense decreased due to lower weighted average interest rates in the
current period resulting primarily from debt refinancings that we completed in
2021.

Loss on extinguishment of debt

The loss on early extinguishment of debt recognized in the prior period was attributable to our purchase of unsecured senior notes pursuant to tender offers.

Discontinued operations

Discontinued operations includes our wholesale data center, which we sold on January 25, 2022.



Funds from Operations

Funds from operations ("FFO") is defined as net income computed using GAAP,
excluding gains on sales and impairment losses of real estate (net of associated
income tax) and real estate-related depreciation and amortization. FFO also
includes adjustments to net income for the effects of the items noted above
pertaining to UJVs that were allocable to our ownership interest in the UJVs. We
believe that we use the National Association of Real Estate Investment Trusts
("Nareit") definition of FFO, although others may interpret the definition
differently and, accordingly, our presentation of FFO may differ from those of
other REITs.  We believe that FFO is useful to management and investors as a
supplemental measure of operating performance because, by excluding gains on
sales and impairment losses of real estate and investments in unconsolidated
real estate joint ventures (net of associated income tax), and 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 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.

Basic FFO available to common share and common unit holders ("Basic FFO") is FFO
adjusted to subtract (1) preferred share dividends, (2) income attributable to
noncontrolling interests through ownership of preferred units in the Operating
Partnership or interests in other consolidated entities not owned by us,
(3) depreciation and amortization allocable to noncontrolling interests in other
consolidated entities and (4) Basic FFO allocable to share-based compensation
awards.  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
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the same limitations as FFO; management compensates for these limitations in essentially the same manner as described above for FFO.



Diluted 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.  We believe that Diluted FFO is useful to investors because it is
the numerator used to compute Diluted FFO per share, discussed below.  We
believe that net income is the most directly comparable GAAP measure to 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.

Diluted FFO available to common share and common unit holders, as adjusted for
comparability is defined as Diluted FFO adjusted to exclude: operating property
acquisition costs; gain or loss on early extinguishment of debt; FFO associated
with properties securing non-recourse debt on which we have defaulted and which
we have extinguished, or expect to extinguish, via conveyance of such
properties, including property NOI, interest expense and gains on debt
extinguishment (discussed further below); loss on interest rate derivatives;
demolition costs on redevelopment and nonrecurring improvements; executive
transition costs; issuance costs associated with redeemed preferred shares;
allocations of FFO to holders of noncontrolling interests resulting from capital
events; and certain other expenses that we believe are not closely correlated
with our operating performance.  This measure also includes adjustments for the
effects of the items noted above pertaining to UJVs that were allocable to our
ownership interest in the UJVs. We believe this to be a useful supplemental
measure alongside Diluted FFO as it excludes gains and losses from certain
investing and financing activities and certain other items that we believe are
not closely correlated to (or associated with) our operating performance. We
believe that net income is the most directly comparable GAAP measure to this
non-GAAP measure.  This measure has essentially the same limitations as Diluted
FFO, as well as the further limitation of not reflecting the effects of the
excluded items; we compensate for these limitations in essentially the same
manner as described above for Diluted FFO.

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.  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 that 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.

Diluted FFO per share, as adjusted for comparability is (1) Diluted FFO, as
adjusted for comparability divided by (2) the sum of the (a) weighted average
common shares outstanding during a period, (b) weighted average common units
outstanding during a period and (c) weighted average number of potential
additional common shares that would have been outstanding during a period if
other securities that are convertible or exchangeable into common shares were
converted or exchanged.  We believe that this measure is useful to investors
because it provides investors with a further context for evaluating our FFO
results.  We believe this to be a useful supplemental measure alongside Diluted
FFO per share as it excludes gains and losses from certain investing and
financing activities and certain other items that we believe are not closely
correlated to (or associated with) our operating performance. We believe that
diluted EPS is the most directly comparable GAAP measure to this per share
measure.  This measure has most of the same limitations as Diluted FFO
(described above) as well as the further limitation of not reflecting the
effects of the excluded items; we compensate for these limitations in
essentially the same manner as described above for Diluted FFO.

The computations for all of the above measures on a diluted basis assume the
conversion of common units in COPLP but do not assume the conversion of other
securities that are convertible into common shares if the conversion of those
securities would increase per share measures in a given period.

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The table below sets forth the computation of the above stated measures, and
provides reconciliations to the GAAP measures associated with such measures:

                                                                            For the Three Months Ended
                                                                                    March 31,
                                                                                              2022               2021
                                                                                         (Dollars and shares in
                                                                                   thousands, except per share data)
Net income (loss)                                                                         $  60,824          $  (6,079)
Real estate-related depreciation and amortization                                            34,264             37,321
Depreciation and amortization on UJVs allocable to COPT                                         526                454

Gain on sales of real estate                                                                (28,579)               490
FFO                                                                                          67,035             32,186
FFO allocable to other noncontrolling interests                                              (1,042)            (1,027)
Basic FFO allocable to share-based compensation awards                                         (362)              (162)

Basic FFO available to common share and common unit holders                                  65,631             30,997

Redeemable noncontrolling interests                                                              (6)                 -

Diluted FFO adjustments allocable to share-based compensation awards

                      27                  -
Diluted FFO available to common share and common unit holders                                65,652             30,997

Loss on early extinguishment of debt                                                            342             33,166

Diluted FFO comparability adjustments for redeemable noncontrolling interests

                                                                                         -                458

Diluted FFO comparability adjustments allocable to share-based compensation awards

                                                                              (2)              (167)

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

$  65,992          $  64,454

Weighted average common shares                                                              112,020            111,888
Conversion of weighted average common units                                                   1,384              1,246
Weighted average common shares/units - Basic FFO per share                                  113,404            113,134
Dilutive effect of share-based compensation awards                                              426                261

Redeemable noncontrolling interests                                                             132                  -
Weighted average common shares/units - Diluted FFO per share                                113,962            113,395
Redeemable noncontrolling interests                                                               -                940

Weighted average common shares/units - Diluted FFO per share, as
adjusted for comparability                                                                  113,962            114,335

Diluted FFO per share                                                                     $    0.58          $    0.27
Diluted FFO per share, as adjusted for comparability                                      $    0.58          $    0.56

Denominator for diluted EPS                                                                 112,578            111,888
Weighted average common units                                                                 1,384              1,246

Anti-dilutive EPS effect of share-based compensation awards                                       -                261
Denominator for diluted FFO per share                                                       113,962            113,395
Redeemable noncontrolling interests                                                               -                940

Denominator for diluted FFO per share, as adjusted for comparability


                113,962            114,335



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Property Additions

The table below sets forth the major components of our additions to properties for the three months ended March 31, 2022 (in thousands):



Development                                        $ 63,997

Tenant improvements on operating properties (1) 6,824 Capital improvements on operating properties 6,832

$ 77,653

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

Cash Flows



Net cash flow from operating activities increased $12.0 million when comparing
the three months ended March 31, 2022 and 2021 due primarily to a decrease in
interest expense paid resulting from debt refinancings completed in 2021 that
affected the timing of our interest payments on unsecured senior notes and
reduced the borrowing rates on such notes.

Net cash flow provided by investing activities increased $177.0 million when
comparing the three months ended March 31, 2022 and 2021 due primarily to $220.8
million in proceeds from properties sold in the current period (including our
wholesale data center), partially offset by a $34.4 million increase in cash
outlays for development and redevelopment of properties in the current period.

Net cash flow used in financing activities in the three months ended March 31, 2022 was $150.4 million, and included the following:

•net repayments of debt borrowings during the period of $116.8 million; and •dividends to common shareholders of $30.9 million.

Net cash flow provided by financing activities in the three months ended March 31, 2021 was $50.4 million, and included the following:



•net proceeds from debt borrowings of $87.9 million, which included the net
increase from our issuance of 2.75% Notes and purchase of 3.60% Notes and 5.25%
Notes (and related early extinguishment costs); offset in part by
•dividends to common shareholders of $30.9 million.

Supplemental Guarantor Information



As of March 31, 2022, COPLP had several series of unsecured senior notes
outstanding that were issued in transactions registered with the SEC under the
Securities Act of 1933, as amended. These notes are COPLP's direct, senior
unsecured and unsubordinated obligations and rank equally in right of payment
with all of COPLP's existing and future senior unsecured and unsubordinated
indebtedness. However, these notes are effectively subordinated in right of
payment to COPLP's existing and future secured indebtedness. The notes are also
effectively subordinated in right of payment to all existing and future
liabilities and other indebtedness, whether secured or unsecured, of COPLP's
subsidiaries. COPT fully and unconditionally guarantees COPLP's obligations
under these notes. COPT's guarantees of these notes are senior unsecured
obligations that rank equally in right of payment with other senior unsecured
obligations of, or guarantees by, COPT. COPT itself does not hold any
indebtedness, and its only material asset is its investment in COPLP.

As permitted under Rule 13-01(a)(4)(vi), we do not provide summarized financial
information for the Operating Partnership since: the assets, liabilities, and
results of operations of the Company and the Operating Partnership are not
materially different than the corresponding amounts presented in the
consolidated financial statements of the Company; and we believe that inclusion
of such summarized financial information would be repetitive and not provide
incremental value to investors.

Liquidity and Capital Resources

As of March 31, 2022, we had $19.3 million in cash and cash equivalents.



We have a Revolving Credit Facility with an aggregate commitment by the lenders
of $800.0 million, with the ability for us to increase such commitment to $1.25
billion, provided that there is no default under the facility and subject to the
approval of the lenders. We use this facility to initially fund much of the cash
requirements from our investing activities, including property
development/redevelopment costs, as well as certain debt balloon payments due
upon maturity.  We then subsequently pay down the facility using cash available
from operations and proceeds from long-term borrowings, equity issuances and
sales of interests in properties. The facility matures in March 2023, and may be
extended by two six-month periods at our option, provided that there is no
default under the facility and we pay an extension fee of 0.075% of the total
availability under the facility
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for each extension period. As of March 31, 2022, the maximum borrowing capacity under this facility totaled $800.0 million, of which $640.0 million was available.



Our senior unsecured debt is rated investment grade by the three major rating
agencies. We aim to maintain an investment grade rating to enable us to use debt
comprised of unsecured, primarily fixed-rate debt (including the effect of
interest rate swaps) from public markets and banks. We also use secured
nonrecourse debt from institutional lenders and banks primarily for joint
venture financings. In addition, we periodically raise equity when we access the
public equity markets by issuing common shares and, to a lesser extent,
preferred shares.

We have a program in place under which we may offer and sell common shares in
at-the-market stock offerings having an aggregate gross sales price of up to
$300 million. Under this program, we may also, at our discretion, sell common
shares under forward equity sales agreements. The use of a forward equity sales
agreement would enable us to lock in a price on a sale of common shares when the
agreement is executed but defer issuing the shares and receiving the sale
proceeds until a later date.

We believe that our liquidity and capital resources are adequate for our
near-term and longer-term requirements without necessitating property sales.
However, we may dispose of interests in properties opportunistically or when
market conditions otherwise warrant. In addition, we believe that we have the
ability to raise additional equity by selling interests in data center shells
through joint ventures.

Our material cash requirements, including contractual and other obligations, include:



•property operating expenses, including future lease obligations from us as a
lessee;
•construction contract expenses;
•general and administrative expenses;
•debt service, including interest expense;
•property development/redevelopment costs;
•tenant and capital improvements and leasing costs for operating properties
(expected to total approximately $70 million during the remainder of 2022);
•debt balloon payments due upon maturity; and
•dividends to our shareholders.

We expect to use cash flow from operations during the remainder of 2022 and annually thereafter for the foreseeable future to fund all of these cash requirements except for property development/redevelopment costs and debt balloon payments due upon maturity.



During the remainder of 2022, we expect to spend approximately $230 million on
development/redevelopment costs, most of which was contractually obligated as of
March 31, 2022; we expect to fund these cash requirements using, in part, any
available remaining cash flow from operations, with the balance funded primarily
using borrowings under our Revolving Credit Facility, at least initially. As of
March 31, 2022, we had $100 million in debt balloon payments due in December
2022 that we expect to repay using borrowings under our Revolving Credit
Facility or proceeds from new long-term debt borrowings. As we use our Revolving
Credit Facility to fund development/redevelopment costs and debt balloon
payments, we intend to free up borrowing capacity by paying it down using
proceeds from sales of interests in data center shells, property sales, new
long-term debt borrowings and/or issuing common shares.

Beyond 2022, we expect to continue to actively develop and redevelop properties
and fund using, in part, any available remaining cash flow from operations, with
most of the balance funded initially using borrowings under our Revolving Credit
Facility.

We provide disclosure in our consolidated financial statements on our future
lessee obligations (expected to be funded primarily by cash flow from
operations) in Note 5 and future debt obligations (expected to be refinanced by
new debt borrowings or funded by future equity issuances and/or sales of
interests in properties) in Note 9.

Certain of our debt instruments require that we comply with a number of
restrictive financial covenants, including maximum leverage ratio, unencumbered
leverage ratio, minimum net worth, minimum fixed charge coverage, minimum
unencumbered interest coverage ratio, minimum debt service and maximum secured
indebtedness ratio.  As of March 31, 2022, we were compliant with these
covenants.

Recent Accounting Pronouncements

See Note 2 to our consolidated financial statements for information regarding recent accounting pronouncements.


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