Slides
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Change Presentation Title on First Master Slide MARCH 2025 Citi Global Property CEO Conference
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Table of Contents RESULTS FOR 4TH QUARTER + FY 2024 > Page 3 2025 GUIDANCE > Page 5 FACTORS SUPPORTING GROWTH > Page 7 PORTFOLIO UPDATE > Page 22 CONTINUED GROWTH THROUGH 2026 > Page 27 APPENDICES: > Page 30 > Safe Harbor | Page 31 > Definitions + Glossary | Page 32 > Reconciliations | Page 37 2
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RESULTS FOR 4TH QUARTER + FY 2024
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4 Strong 4th Quarter + FY 2024 Results 4Q24 FY 2024 FFOPS, as adjusted for comparability $0.65 $2.57 > 6-cents above the initial midpoint of guidance > Met or exceeded guidance each quarter over the past 28 quarters Increase in Same Property cash NOI 10.0% 9.1% > Our highest increase ever reported Defense/IT Portfolio Occupied 95.6% > 60 basis point quarter-over-quarter increase in occupancy Leased 96.8% Same Property portfolio Occupied 94.1% > 50 basis point quarter-over-quarter increase in occupancy Leased 95.4% Exceeded leasing goals | Total leasing 709,000 SF 3.2 million SF Vacancy leasing 114,000 SF 500,000 SF > Exceeded annual target of 400,000 SF Renewal leasing 561,000 SF 2.6 million SF Investment leasing 34,000 SF 124,000 SF Total Retention rate 93% 86% > Highest annual rate in over 20 years Defense/IT Retention rate 96% 89% > Second highest annual rate since segment was disclosed in 1Q17
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2025 GUIDANCE
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6 FY 2025 Guidance Summary1 FY 2024 Actual FY 2025 Guidance Low Midpoint High EPS $1.23 $1.27 $1.31 $1.35 FFOPS, as adjusted for comparability $2.57 $2.62 $2.66 $2.70 > Year-Over-Year Growth 6.2% — 3.5% — Key Assumptions 2025 Same Property Pool: > % Change in Cash NOI 9.1%2 2.0% 2.75% 3.5% > Year-end Occupancy 94.1%2 93.5% 94% 94.5% Leasing: > Tenant Retention 86% 75% 80% 85% > Change in Cash Rents on Renewals 0.6% (1%) 0% 1% Cash NOI from Developments3 $10.5 $4 $5 $6 Net Construction Contract and Other Service Revenues $2.3 $1.5 $2 $2.5 Total G&A Expenses4 $47 $45 $46 $47 Consolidated Interest Expense (net of Capitalized Interest) $82.2 $89 $91 $93 Interest and Other Income, net $12.7 $8.5 $9.5 $10.5 Dividend / Diluted AFFO Payout Ratio 60.6% Below 65% Investment Activity Capital Invested in Development / Acquisitions $189 $250 $275 $300 Capital Commitment to New Investments5 $212 $200 $225 $250 Property Sales — None 1. Dollars are in millions (except per share data). 2. Same Property metrics in 2024 refer to the 2024 Pool. 3. The 2024 actual amount represents cash NOI from developments placed into service during 2023 and 2024. The 2025 assumption amount represents cash NOI from developments placed into service during 2024 and expected to be placed into service during 2025 and, as such, are not yet in the Company’s Same Property portfolio. 4. Includes G&A, leasing expenses, business development expenses, and land carry costs. 5. See definition on page 10. Please see the Company's 2025 Guidance press release issued 2/6/25 for Management Commentary on initial 2025 guidance.
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FACTORS SUPPORTING GROWTH
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8 Concentrate assets in locations to serve high priority defense and cybersecurity missions of the U.S. Government Strong growth in defense spending driving both operating and development demand Defense tenant portfolio achieves steady growth from: • High occupancy and tenant retention • Lower CapX • Best-in-class tenant credit quality Create value and FFO growth by completing low-risk development at Defense/IT Portfolio Maintain strong investment grade balance sheet with ample liquidity to support growth and create stability Positioned for Long-Term Growth + Value Creation
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9 OPERATING PLATFORM PROVEN DEVELOPMENT EXPERTISE Our teams of managers have specialized skills and credentials required to handle the complex space and security needs of tenants at our Defense/IT Properties – a distinct competitive advantage over non-credentialed landlords Trusted provider of secured, specialized space, with the ability to satisfy SCIF, ATFP and other requirements TRACK RECORD + CUSTOMER RELATIONSHIPS UNIQUE + ADVANTAGED LAND POSITIONS 30+ years of operating excellence and customer service – since 1992, one of the few trusted landlords able to accommodate U.S. Government and defense contractor tenant requirements Proximity to Demand Drivers – Properties and entitled land adjacent to mission-critical, knowledge-based defense installations Competitive Advantages DIFFERENTIATED PLATFORM AS THE ONLY "GO-TO" PUBLIC COMPANY LANDLORD FOR SECURED, SPECIALIZED SPACE* * Includes SCIF and ATFP buildings.
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10 Key Differentiators DRIVER OF OUR TENANT DEMAND DIFFERS FROM TRADITIONAL OFFICE > Underlying Economy is National Defense > Critical missions we support are vital and will receive funding > Intelligence, Surveillance, Missile Defense, and Cyber > Mission Locations are Well Established and Permanent > Knowledge-based defense installations in Maryland, Northern Virginia, DC, Huntsville,and San Antonio > COPT Defense land has a protected advantage > Adjacent to, or containing, the demand driver > Tenant Relationships are built on decades of trust > Top 15 Defense/IT tenants have on average: 14 leases and are located in 3 to 4 of our markets > National Defense requires secured facilities > Government contracts require work to be conducted in SCIF > Expensive and time consuming to construct > ~80% of portfolio contains high security improvements > ATFP, SCIF, and Access Control > Protected from Work from Home COLUMBIA GATEWAY THE NATIONAL BUSINESS PARK AIRPORT SQUARE BWTECH @UMBC COMMONS CORPORATE CENTER ARUNDEL PRESERVE UMD DISCOVERY DISTRICT
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11 Key Differentiators REDSTONE GATEWAY 310 BRIDGE STREET HIGH TENANT INVESTMENT = HIGH RETENTION > High Level of Tenant Co-Investment > Defense Contractors with SCIF and USG leases | Up to 2x Market TI Allowance > USG full building leases: 1x–2x of Full Cost > Data Center Shells | USG in San Antonio: Multiples of Full Cost > Industry Leading Tenant Retention Rate > 2025 guidance = 75%−85% > 10-year average = 78% > Superior Tenant Credit > Low-risk Development drives reliable External Growth > Over 1/3 of Employees are Credentialed > Barrier to Entry > Strong Balance Sheet can fund expected Development through late 2026 > No need to access further debt or equity capital > No near term debt maturities > Defense Spending is a Bipartisan priority
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12 Tenant Relationships are Key to our Success LOCATIONS CREATE A STRONG FOUNDATION + DIVERSITY OF LEASES = LOW RISK > Collectively: Multiple leases per tenant in multiple locations, is the Foundation to our success > Individually: No single lease has a significant impact on COPT Defense > On average, top Defense/IT tenants have 6 leases with us (ex; USG and Data Center Shells) > On average, top Defense/IT tenants have leases with us in 3−4 of our markets As of December 31, 2024 Tenant # of Leases NBP Columbia Gateway Fort Meade/BW Corridor - Other NoVA Defense/IT Navy Support Redstone Gateway (Huntsville, AL) Lackland AFB (San Antonio, TX Data Center Shells United States Government 99 x x x x x x x Fortune 100 Company 36 x x x x General Dynamics Corporation 11 x x x x x Northrop Grumman Corporation 5 x x The Boeing Company 12 x x x x CACI International Inc. 8 x x x x Peraton Corp. 8 x x x x Booz Allen Hamilton, Inc. 6 x x x x Fortune 100 Company 2 x x KBR, Inc. 5 x x x Amentum 6 x x x x x Yulista Holdings, LLC 3 x AT&T Corporation 3 x x x ManTech International Corp. 6 x x x x Lockheed Martin Corporation 4 x x x Defense/IT Tenants 214
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13 Healthy DOD Spending > FY 2024 National Defense Authorization Act passed with bipartisan support in March 2024 and increased spending 4% over FY 2023 > 19.4% increase over FY 2021 > 38.8% increase over FY 2017 > FY 2017–FY 2024, DOD’s Base Budget grew at a compound annual rate of 4.8% > Final FY 2025 Appropriations deferred until mid-March Current dollars, in billions. Sources: Historical data (2017–2022) is pulled from Table 2-1 of the National Defense Budget Estimates for FY 2023 (“Green Book”); 2023 and 2024 actual is pulled from the U.S. Dept of Defense ("DOD") FY 2024 Budget Request; Capital Alpha Partners; COPT Defense’s IR Department. * DOD Base Budget (051) numbers from 2017–2020 include funding for overseas contingency operations ("OCO"). The OCO funding category was discontinued in 2021, with direct war costs and enduring operations accounted for in the DOD base budget. DOD's Discretionary Budget Authority ("Base Budget") $599 $655 $675 $694 $697 $729 $799 $831 Base Budget* 2017 2018 2019 2020 2021 2022 2023 2024 $400 $450 $500 $550 $600 $650 $700 $750 $800 $850 $900 19.4% Increase
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14 Excellent Leasing YTD > Vacancy Leasing | Executed 66,000 SF > 100% Defense/IT | 51,000 SF contains Secure space > Vacancy Leasing | 183,000 SF in Advanced Stages > Broad-based Demand across our Markets > 21 Potential Deals averaging 8,700 SF > 116,000 SF Defense/IT > Renewal Leasing | Executed 257,000 SF > 195,000 SF Defense/IT > Investment Leasing | Executed 48,000 SF lease with a Top 10 U.S. Defense Contractor at Franklin Center > Building is now 80% leased > Columbia Gateway (~2.5 million SF) is now 92.0% leased, with only 200,000 SF of availability > Investment Leasing | Pending 41,000 SF lease with the U.S. Government at 8100 Rideout Road > Building will be 79% leased > Redstone Gateway (~2.3 million SF) will be 97.9% leased, with only 50,000 SF of availability
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15 Department of Government Efficiency (DOGE) Update > Our Portfolio is insulated from DOGE > "With DOGE, we are focusing as much as we can on headquarters and fat and top-line stuff that allows us to reinvest elsewhere" - Defense Secretary Hegseth > Missions we support are largely exempt from Potential Defense Budget Cuts including: > Huntsville > Missile Defense and Autonomous / Unmanned Air Systems > Navy Support > Submarines and Surface Ships > The National Business Park and Columbia Gateway > Cybersecurity and funding for Cyber Command > No impact to our Portfolio from DOGE-related lease cancellations thus far > DOGE has cancelled 254 leases totaling 3.8 million SF in the U.S. > Only 4 leases were with the DOD and Army Corps of Engineers totaling 37,000 SF > None of these cancellations were at our Mission Sites > CDP Thrived during President Trump's First Term > Vacancy leasing averaged 560,000 SF annually > Development leasing averaged over 500,000 SF annually (ex Data Center shells) > Executed 1.1 million SF of U.S. Government leases, nearly 70% more than under President Biden > Our Portfolio supports Priority knowledge-based national defense missions > Have permanence > Receive steady funding over the long term
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16 Portfolio Supports Priority DOD Missions > Deeply concentrated our capital allocation since 2012 in our Defense/IT Portfolio, which support priority U.S. Defense Missions > Only public REIT for secured, specialized space and credentialed personnel > 90% of Annualized Rental Revenues (ARR) from Defense/IT Portfolio* > Concentration of revenues among high credit tenants generates resilient cash flows > Virtually all U.S. Government leases are under the Procurement Authority of The Mission > GSA leases account for less than 1% of Total ARR > Primarily DOD Procurement, U.S. District Court System, and Law Enforcement * As of December 31, 2024. ** SF reflect 100% of 24 joint ventured data centers; % of Defense/IT Portfolio ARR is based on COPT Defense’s share. Demand Driver Total SF (000s) % Leased % ARR Ft. Meade/BW Corridor 9,074 97% 47% NoVA Defense/IT 2,500 94% 13% Lackland AFB 1,143 100% 10% Navy Support 1,271 88% 4% Redstone Arsenal 2,475 96% 9% Data Center Shells** 5,928 100% 7% D/IT Demand Drivers 22,391 97% 90% Other 2,146 78% 10% Total Portfolio 24,537 95% 100% Total Portfolio by Demand Driver*
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17 External Growth from Investment ALLOCATING CAPITAL TO PROJECTS AT OUR DEFENSE/IT LOCATIONS IS THE FOUNDATION FOR EXTERNAL GROWTH > Active Development + Placed into Service: > $253 million of active developments (606,000 SF) are 75% leased* > Capital Committed to New Investments**: > Committed capital to 5 projects in 2024 totaling $212 million: > 1Q24 | 400 National Business Parkway | $65.1 million > 1Q24 | 9700 Advanced Gateway | $11.0 million > 1Q24 | 6841 Benjamin Franklin Drive | $31.7 million > 3Q24 | 3900 Rogers Road | $21.2 million > 3Q24 | Data Center Shell Land | $83.0 million > Future Opportunities: > ~800,000 SF development leasing pipeline and ~2.5 million SF of potential opportunities * As of December 31, 2024. ** The anticipated outlay for a development project or acquisition, including estimated infrastructure, tenant improvements, leasing commissions, and identified capital projects (based on estimates at acquisition date); and any allocated portion of structured parking or other shared infrastructure, if applicable. Capital Committed to New Investments Capital Committed to New Investments ($) Defense/IT Average (2020-2024) 2020 2021 2022 2023 2024 2025E $— $50,000 $100,000 $150,000 $200,000 $250,000 $300,000 $350,000 $400,000 $450,000 > Average development investment = $272 million
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18 Strong Balance Sheet Supports Growth > Ability to Self-Fund Investment > Can fund $250–$275 million of development/acquisition investment on a leverage neutral basis > Equity component: cash flow from operations after the dividend > No outside equity required > Debt component: line of credit and bond issuances * Pro forma net debt to in-place adjusted EBITDA ratio applies to years 2021 and 2022. ** Pro forma net debt adjusted for fully leased investment properties to in-place adjusted EBITDA ratio applies to years 2021 and 2022. 6.0x 6.1x 6.2x 6.3x 6.0x 6.1x 6.0x 6.0x 5.8x 5.7x 6.0x 5.9x Debt/EBITDA* Debt adj for fully leased invest. prop./EBITDA** 2018 2019 2020 2021 2022 2023 2024 LT Goal 5.0x 5.2x 5.4x 5.6x 5.8x 6.0x 6.2x 6.4x Maintaining Our Strong Balance Sheet ~6.0x
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19 Well-Staggered Debt Provides Stability > Significant unencumbered pool of assets > Unencumbered portfolio = 97% of total NOI from real estate operations > Secured debt accounts for only 3% of debt outstanding > 100% of consolidated debt is fixed rate including effect of interest rate swaps > $400 million bond at 2.25% maturing March 2026 > Expect to pre-fund in 4Q25 > Next significant debt maturity is not until September 2028 * Revolving Credit Facility maturity of $75.0 million is included above in 2027 assuming our exercise of two six-month extension options. ** Term loan balance of $125.0 million is included in 2028 assuming our exercise of two 12-month extension options. Also includes $345.0 million principal amount of exchangeable senior notes due in 2028 unless earlier exchanged, redeemed or repurchased only in the event of certain circumstances and during certain periods defined under the terms of the notes. Debt Maturity Schedule as of 12/31/24 (in thousands) $400,061 $75,000 $470,000 $400,000 $600,000 $400,000 Unsecured Secured 2025 2026 2027* 2028** 2029 2030 2031 2032 2033 $0 $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $46,239 $23,517
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20 Achievements Over the Past Five Years* > Increased FFOPS by 27% (4.8% CAGR) and AFFO by 26% (4.7% CAGR) > Increased dividend by 10.9% over the past 3 years > Placed $1.7 billion of developments into service (95% leased) > Increased total portfolio size by 28% > Increased occupancy > 70 basis points in Total portfolio | 180 basis points in Defense/IT Portfolio > Sector-leading tenant retention > 5-year weighted average of 79% > Improved pricing power > Cash rent spreads increased ~450 basis points, based on the trailing 2-year weighted average > Enhanced relationship with U.S. Government > Increased ARR by 36% and SF by 26% > Strengthened balance sheet > Lowered average interest rate by 70 basis points > Reduced % of secured debt from ~12% to ~3% > Increased fixed charge coverage ratio by 1x > Achieved self-funding > Can invest $250–$275 million annually on a leverage-neutral basis * Compares metrics between 4Q19 to 4Q24.
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21 Strong Growth in Profitability 1. The midpoint of initial diluted FFOPS guidance, as adjusted for comparability. 2. Excludes the benefit of the dilutive add-back of FFO attributable to redeemable noncontrolling interests of $1.96 million. See Appendix for reconciliations of diluted EPS to diluted FFOPS, as adjusted for comparability. FFOPS, as Adjusted for Comparability $2.04 $2.08 $2.19 $2.34 $2.38 $2.51 $2.66 $2.03 $2.12 $2.29 $2.36 $2.42 $2.57 2019 2020 2021 2022 2023 2024 2025E $1.80 $1.90 $2.00 $2.10 $2.20 $2.30 $2.40 $2.50 $2.60 FFO, as Adjusted for Comparability (in thousands) $229,344 $241,356 $260,326 $268,965 $275,913 $294,837 $306,000 2019 2020 2021 2022 2023 2024 2025E $200,000 $225,000 $250,000 $275,000 $300,000 $325,000 COPT Defense’s FFOPS has compounded at 4.6% per year from 2019–2025E 2025E FFOPS midpoint guidance of $2.66 implies 3.5% growth over 2024 results 4.6% Compound FFOPS Growth (2019 -2025 E) 4.9% CAGR Actual ResultsInitial Guidance1 2
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PORTFOLIO UPDATE
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23 Strong Vacancy Leasing > Defense/IT Portfolio was 95.6% occupied and 96.8% leased at December 31, 2024 > Vacancy leasing volume in 2024 exceeded expectations > 500,000 SF executed equates to 125% of initial full year target of 400,000 SF > Weighted average lease term of 7.7 years > 2025 Vacancy leasing target of 400,000 SF > 66,000 SF executed as of 2/28/25 > ~180,000 SF in advanced negotiations * Percent occupied and leased statistics are for Defense/IT Portfolio. Square Feet of Vacancy Leased (000s) Defense/IT Portfolio % Leased + Occupied Defense/IT Other % Leased % Occupied 1Q202Q203Q204Q201Q212Q213Q214Q211Q222Q223Q224Q221Q232Q233Q234Q231Q242Q243Q244Q24 0 50 100 150 200 250 300 350 50% 60% 70% 80% 90% 100% Vacancy Leasing in Operating Portfolio* 2020 2021 2022 2023 2024 416,000 SF 616,000 SF 801,000 SF 452,000 SF 500,000 SF
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24 Sector-Leading Tenant Retention DRIVEN BY: 1. UNIQUE + ADVANTAGED LOCATIONS 2. SIGNIFICANT TENANT CO-INVESTMENT 3. LONG-TERM TENANT RELATIONSHIPS 4. OPERATING PLATFORM WITH CREDENTIALED PERSONNEL > Proven track record of strong tenant retention rates, averaging: > 10-year average = 78% (2015–2024)* > 5-year average = 79% (2019–2024)* > 2024 total retention rate of 86% > Renewed 2.6 million SF > Defense/IT retention rate of 89% > 2025 guidance of 75%–85% Renewal Rates Since 2019 CDP 5-Year Weighted Average (2019–2024) Office REIT 5-Year Weighted Average (2019–2024)** 2019 2020 2021 2022 2023 2024 2025E 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% * Historical averages are calculated based on a weighted average retention rate by renewal leasing square feet. ** Office REIT 5-Year Weighted Average is based on the weighted average square feet on renewals for BDN, BXP, HPP, and KRC. CDP's retention rate is nearly double that of the Office REITs that report this metric
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25 % of ARR Expiring by Tenant Type 100% U.S. Government Large Lease Expirations | 2Q 2022 Through 4Q 2024 4.0 million SF of Large Leases Set to Expire through YE 2026 consisted of: > 13 leases with the U.S. Government (13 full building properties) > 12 leases in Defense/IT Portfolio | 10 with Defense Contractors (4 full building leases) > 6 leases on Data Center Shells (single-tenant/full building) > 1 lease in the Other Segment > 57% of total expiring SF and ARR Renewed 800,000 SF of that 4.0 million SF of Large Leases: > Amounts to ~20% of expiring SF and ~9% of expiring ARR > 4 leases in Defense/IT Portfolio | Defense Contractors (2 full building leases) > 1 downsize = ~2,500 SF > 3 leases in Data Center Shells (single-tenant/full building) RENEWED 98% OF LARGE LEASES EXPIRING BETWEEN 2Q22–4Q24 30 Month Outlook as of 2Q22 Renewed 2.4M SF during 3Q22–4Q24 > 8 leases with the U.S. Government (7 full building properties) > 3 full building leases are in Standstill > 10 leases with Defense Contractors (3 full building leases) > 3 leases in Data Center Shells (single-tenant/full building) > 1 lease in the Other Segment > Every lease renewed, with only 2 lease downsizes totaling 55,000 SF > 1 Defense Contractor + 1 Other Expect to Fully Renew Remaining 380,000 SF (3 USG Leases) (3 Full Building Leases Located in Fort Meade/BW Corridor are in Standstill)
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26 73% 23% 4% Large Lease Expirations | 2Q 2024 Through 4Q 2026 4% 4.0 million SF of Large Leases Set to Expire through YE 2026 consisted of: > 13 leases with the U.S. Government (13 full building properties) > 12 leases in Defense/IT Portfolio | 10 with Defense Contractors (4 full building leases) > 6 leases on Data Center Shells (single-tenant/full building) > 1 lease in the Other Segment > 57% of total expiring SF and ARR Renewed 800,000 SF of that 4.0 million SF of Large Leases: > Amounts to ~20% of expiring SF and ~9% of expiring ARR > 4 leases in Defense/IT Portfolio | Defense Contractors (2 full building leases) > 1 downsize = ~2,500 SF > 3 leases in Data Center Shells (single-tenant/full building) EXPECT TO RENEW ~95% OF LARGE LEASES (>50,000 SF) EXPIRING THROUGH YEAR-END 2026 4.0M SF of Large Leases to Expire between 2Q24–4Q26... > 13 leases with the U.S. Government (13 full building properties) > 12 leases in Defense/IT Portfolio | 10 with Defense Contractors (4 full building leases) > 6 leases on Data Center Shells (single-tenant/full building) > 1 lease in the Other Segment > 57% of total expiring SF and ARR 30 Month Outlook as of 2Q24 ...Renewed 800,000 SF during 3Q24–4Q24 > Amounts to ~20% of expiring SF and ~9% of expiring ARR > 4 leases in Defense/IT Portfolio | Defense Contractors (2 full building leases) > 3 leases in Data Center Shells (single-tenant/full building) > 100% retention % of ARR Expiring by Tenant Type U.S. Government Defense Contractor Non-Renewals/Downsizes
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CONTINUED GROWTH THROUGH 2026
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28 Attractive Investment Opportunity * As of the closing price on February 27, 2025. VALUE STOCK Trades at 10.1x FFO* GROWTH STOCK Compound Annual FFOPS Growth from 2019–2025E of 4.6% DIVIDEND GROWTH Dividend per share has increased 10.9% since 2022
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29 Continued Growth Through 2026 > Strong leasing demand at existing properties > $253 million of active developments (606,000 SF) are 75% leased* > ~800,000 SF development leasing pipeline and ~2.5 million SF of potential opportunities > Appropriated budget increases and bipartisan support for future growth in Defense Budgets expected to continue to drive demand for existing and new development space > Balance sheet is fortified with no significant debt maturing until 2026 > Combination of these factors support expectation that FFO per share will grow 4% on a compounded basis between 2023 through 2026 (based on the original midpoint of 2023 guidance of $2.38) * As of December 31, 2024. ** The midpoint of initial diluted FFOPS guidance, as adjusted for comparability. See Appendix for reconciliations. FFOPS, as Adjusted for Comparability $2.03 $2.12 $2.29 $2.36 $2.42 $2.57 $2.66 2019 2020 2021 2022 2023 2024 2025E ** $1.80 $1.90 $2.00 $2.10 $2.20 $2.30 $2.40 $2.50 $2.60 $2.70 4.6% CAGR ( 2019 -2025 E)
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APPENDICES >Safe Harbor >Definitions + Glossary >Reconciliations
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31 Safe Harbor UNLESS OTHERWISE NOTED, INFORMATION IN THIS PRESENTATION REPRESENTS THE COMPANY'S CONSOLIDATED PORTFOLIO AS OF OR FOR THE QUARTER ENDED DECEMBER 31, 2024. > This presentation may contain forward-looking statements within the meaning of the Federal securities laws. Forward- looking statements can be identified by the use of words such as “may,” “will,” “should,” “could,” “believe,” “anticipate,” “expect,” “estimate,” “plan” or other comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations, estimates and projections reflected in such forward-looking statements are based on reasonable assumptions at the time made, we can give no assurance that these expectations, estimates and projections will be achieved. Future events and actual results may differ materially from those discussed in the forward-looking statements and we undertake no obligation to update or supplement any forward-looking statements. > The areas of risk that may affect these expectations, estimates and projections include, but are not limited to, those risks described in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
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32 Definitions + Glossary Acquisition costs Transaction costs expensed in connection with executed or anticipated acquisitions of operating properties. Adjusted book Total assets presented on our consolidated balance sheet, net of lease liabilities associated with property right-of-use assets, and excluding the effect of cash and cash equivalents, accumulated depreciation on real estate properties, accumulated amortization of intangible assets on real estate acquisitions, accumulated amortization of deferred leasing costs and unconsolidated real estate joint ventures (“JVs”) cash and cash equivalents, liabilities, and accumulated depreciation and amortization (of intangibles on property acquisitions and deferred leasing costs) allocable to our ownership interest in the JVs. Adjusted EBITDA Net income or loss adjusted for the effects of interest expense, depreciation and amortization, gain on sales and impairment losses of real estate and investments in unconsolidated real estate JVs, gain or loss on early extinguishment of debt, gain or loss on interest rate derivatives, net gain or loss on other investments, credit loss expense or recoveries, operating property acquisition costs, income taxes, business development expenses, demolition costs on redevelopment and nonrecurring improvements, executive transition costs and certain other expenses that we believe are not relevant to an investor's evaluation of our ability to repay debt. Adjusted EBITDA also includes adjustments to net income or loss for the effects of the items noted above pertaining to unconsolidated real estate JVs that were allocable to our ownership interest in the JVs. In instances in which we report ARR per occupied square foot, the measure excludes revenue from leases not associated with our buildings. Annualized rental revenue (“ARR”) The monthly contractual base rent as of the reporting date (ignoring free rent then in effect and rent associated with tenant funded landlord assets) multiplied by 12, plus the estimated annualized expense reimbursements under existing leases for occupied space. With regard to properties owned through unconsolidated real estate JVs, we include the portion of ARR allocable to COPT Defense’s ownership interest. ATFP Anti-terrorism force protection. Average escalations Leasing statistic used to report average increase in rental rates over lease terms for leases with a term of greater than one-year. Baltimore/Washington region Includes counties that comprise the Fort Meade/Baltimore Washington Corridor. As of December 31, 2024, 93 of COPT Defense’s properties were located within this defined region. Please refer to page 12 of COPT Defense’s Supplemental Information package dated December 31, 2024 for additional detail. Basic FFO available to common share and common unit holders (“Basic FFO”) FFO adjusted to subtract (1) preferred share dividends, (2) income or loss attributable to noncontrolling interests through ownership of preferred units in COPT Defense Properties, L.P. (the “Operating Partnership”) or interests in other consolidated entities not owned by us, (3) depreciation and amortization allocable to noncontrolling interests in other consolidated entities, (4) Basic FFO allocable to share-based compensation awards and (5) issuance costs associated with redeemed preferred shares. With these adjustments, Basic FFO represents FFO available to common shareholders and holders of common units in the Operating Partnership (“common units”). Common units are substantially similar to our common shares of beneficial interest (“common shares”) and are exchangeable into common shares, subject to certain conditions. BRAC Base Realignment and Closure Commission of the United States Congress, the most recent of which Congress established in 2005 to ensure the integrity of the base closure and realignment process. The Commission provided an objective, non-partisan, and independent review and analysis of the list of military installation recommendations issued by the Department of Defense (“DOD”) on May 13, 2005. The Commission's mission was to assess whether the DOD recommendations substantially deviated from the Congressional criteria used to evaluate each military base. While giving priority to the criteria of military value, the Commission took into account the human impact of the base closures and considered the possible economic, environmental, and other effects on the surrounding communities. C4ISR Command, Control, Communications, Computers, Intelligence, Surveillance & Reconnaissance.
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33 Definitions + Glossary (continued) Cash net operating income (“Cash NOI”) NOI from real estate operations adjusted to eliminate the effects of: straight-line rental adjustments, amortization of tenant incentives, amortization of intangibles and other assets included in FFO and NOI, lease termination fees from tenants to terminate their lease obligations prior to the end of the agreed upon lease terms and rental revenue recognized under GAAP resulting from landlord assets and lease incentives funded by tenants. Cash NOI also includes adjustments to NOI from real estate operations for the effects of the items noted above pertaining to unconsolidated real estate JVs that were allocable to our ownership interest in the JVs. Under GAAP, rental revenue is recognized evenly over the term of tenant leases (through straight-line rental adjustments and amortization of tenant incentives), which, given the long term nature of our leases, does not align with the economics of when tenant payments are due to us under the arrangements. Also under GAAP, when a property is acquired, we allocate the acquisition to certain intangible components, which are then amortized into NOI over their estimated lives, even though the resulting revenue adjustments are not reflective of our lease economics. In addition, revenue from lease termination fees and tenant-funded landlord improvements, absent an adjustment from us, would result in large one-time lump sum amounts in Cash NOI that we do not believe are reflective of a property’s long-term value. Cash rent Includes monthly contractual base rent (ignoring rent abatements and rent associated with tenant funded landlord assets) multiplied by 12, plus estimated annualized expense reimbursements (average for first 12 months of term for new or renewed leases or as of lease expiration for expiring leases. Debt/Total market capitalization Gross debt, divided by our total market capitalization. Defense/IT Portfolio Represents properties in locations proximate to, or sometimes containing, key U.S. Government defense installations and missions. Development leasing pipeline Formerly called the Shadow Development Pipeline, this internally maintained schedule tracks potential future development leasing transactions for which the Company is competing and believes it has a 50% or greater chance of winning within the next 24 months. Development profit or yield Calculated as cash NOI divided by the estimated total investment, before the impact of cumulative real estate impairment losses. Diluted adjusted funds from operations available to common share and common unit holders ("Diluted AFFO") Diluted FFO, as adjusted for comparability, adjusted for the following: (1) the elimination of the effect of (a) noncash rental revenues and property operating expenses (comprised of straight-line rental adjustments, which includes the amortization of recurring tenant incentives, and amortization of acquisition intangibles included in FFO and NOI, both of which are described under “Cash NOI” above), (b) share-based compensation, net of amounts capitalized, (c) amortization of deferred financing costs, (d) amortization of debt discounts and premiums and (e) amortization of settlements of debt hedges; and (2) replacement capital expenditures (defined below). Diluted AFFO also includes adjustments to Diluted FFO, as adjusted for comparability for the effects of the items noted above pertaining to unconsolidated real estate JVs that were allocable to our ownership interest in the JVs. Diluted FFO available to common share and common unit holders ("Diluted FFO") Basic FFO adjusted to add back any changes in Basic FFO that would result from the assumed conversion of securities that are convertible or exchangeable into common shares. The computation of Diluted FFO (which includes discontinued operations, if any) assumes the conversion of common units but does not assume the conversion of other securities that are convertible into common shares if the conversion of those securities would increase Diluted FFO per share in a given period. Diluted FFO available to common share and common unit holders, as adjusted for comparability ("Diluted FFO, as adjusted for comparability") Diluted FFO or FFO adjusted to exclude: operating property acquisition costs (for acquisitions classified as business combinations); gain or loss on early extinguishment of debt; FFO associated with properties that secured non-recourse debt on which we defaulted and, subsequently, extinguished via conveyance of such properties (including property NOI, interest expense and gains on debt extinguishment); loss on interest rate derivatives; executive transition costs associated with named executive officers; and, for periods prior to 10/1/22, demolition costs on redevelopment and nonrecurring improvements and executive transition costs associated with other senior management team members. Diluted FFO, as adjusted for comparability also includes adjustments to Diluted FFO for the effects of the items noted above pertaining to unconsolidated real estate JVs that were allocable to our ownership interest in the JVs. Diluted FFO per share Defined as (1) Diluted FFO divided by (2) the sum of the (a) weighted average common shares outstanding during a period, (b) weighted average common units outstanding during a period and (c) weighted average number of potential additional common shares that would have been outstanding during a period if other securities that are convertible or exchangeable into common shares were converted or exchanged. The computation of Diluted FFO per share assumes the conversion of common units but does not assume the conversion of other securities that are convertible into common shares if the conversion of those securities would increase Diluted FFO per share in a given period.
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34 Definitions + Glossary (continued) Diluted FFO per share, as adjusted for comparability Defined as (1) Diluted FFO available to common share and common unit holders, as adjusted for comparability divided by (2) the sum of the (a) weighted average common shares outstanding during a period, (b) weighted average common units outstanding during a period and (c) weighted average number of potential additional common shares that would have been outstanding during a period if other securities that are convertible or exchangeable into common shares were converted or exchanged. The computation of this measure assumes the conversion of common units but does not assume the conversion of other securities that are convertible into common shares if the conversion of those securities would increase the per share measure in a given period. DISA Defense Information Systems Agency. EBITDA See Adjusted EBITDA. EUL Enhanced Use Lease whereby the DOD grants a lease interest to a private developer in exchange for rent that the DOD can use to improve the related defense installation. Funds from operations ("FFO" or "FFO per Nareit") Defined as net income or loss computed using GAAP, excluding gains on sales and impairment losses of real estate and investments in unconsolidated real estate JVs (net of associated income tax) and real estate-related depreciation and amortization. FFO also includes adjustments to net income or loss for the effects of the items noted above pertaining to unconsolidated real estate JVs that were allocable to our ownership interest in the JVs. We believe that we use the National Association of Real Estate Investment Trust’s (“Nareit”) definition of FFO, although others may interpret the definition differently and, accordingly, our presentation of FFO may differ from those of other REITs. Gross debt Defined as debt reported on our consolidated balance sheet adjusted to exclude net discounts and premiums and deferred financing costs, as further adjusted to include outstanding debt of unconsolidated real estate JVs that were allocable to our ownership interest in the JVs. GSA United States General Services Administration. In-place adjusted EBITDA Defined as Adjusted EBITDA, as further adjusted for: (1) certain events occurring in a three month period to reflect Adjusted EBITDA as if the events occurred at the beginning of such period, including; (a) properties acquired, placed in service or expanded upon subsequent to the commencement of a period made in order to reflect a full period of ownership/operations; (b) properties removed from service or in which we disposed of interests; (c) significant mid-period occupancy changes associated with properties recently placed in service as if such occupancy changes occurred at the beginning of such period; and (2) adjustments to deferred rental revenue associated with changes in our assessment of collectability and other adjustments included in the period that we believe are not closely correlated with our operating performance. The measure also includes adjustments for the effects of the items noted above pertaining to unconsolidated real estate JVs that were allocable to our ownership interest in the JVs. We believe that the pro forma adjustments described above are consistent with the requirements for preparation of amounts presented on a pro forma basis in accordance with Article 11 of Regulation S-X. Interest duration The length of time for which an interest rate on debt is fixed. Investment space leased Includes vacant space leased within two years of the shell completion date for development properties or acquisition date for operating property acquisitions. NGA National Geospatial Intelligence Agency. Net construction contract and other service revenues Defined as net operating income from real estate services such as property management, development and construction services primarily for the Company's properties but also for third parties. Construction contract and other service revenues and expenses consist primarily of subcontracted costs that are reimbursed to the Company by the customer along with a management fee. The operating margins from these activities are small relative to the revenue. The Company believes NOI from service operations is a useful measure in assessing both its level of activity and its profitability in conducting such operations. Net debt Gross debt (total outstanding debt reported per our balance sheet as adjusted to exclude net discounts and premiums and deferred financing costs), as adjusted to subtract cash and cash equivalents as of the end of the period. The measure also includes adjustments to Gross debt for the effects of the items noted above pertaining to unconsolidated real estate JVs that were allocable to our ownership interest in the JVs.
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35 Definitions + Glossary (continued) Net debt adjusted for fully-leased investment properties Defined as Net debt less costs incurred on properties under development and on operating property acquisitions that were 100% leased. We believe that this supplemental measure is useful in providing investors the impact to our debt of these fully leased properties that are not yet contributing to our adjusted EBITDA. We believe that debt reported on our consolidated balance sheet is the most directly comparable GAAP measure to this non-GAAP measure. Portfolio Net debt to adjusted book and Net debt adjusted for fully-leased investment properties to adjusted book These measures divide either Net debt or Net debt adjusted for fully-leased investment properties by Adjusted book. Net debt to in-place adjusted EBITDA ratio and Net debt adjusted for fully-leased investment properties to in-place adjusted EBITDA ratio Defined as Net debt or Net debt adjusted for fully-leased investment properties divided by in-place adjusted EBITDA (defined above) for the three month period that is annualized by multiplying by four. Net operating income from real estate operations ("NOI") Includes: consolidated real estate revenues; consolidated property operating expenses; and the net of revenues and property operating expenses of real estate operations owned through unconsolidated real estate JVs that are allocable to COPT Defense’s ownership interest in the JVs. Payout ratios based on: Diluted FFO; Diluted FFO, as adjusted for comparability; and Diluted AFFO These payout ratios are defined as (1) the sum of dividends on common and deferred shares and distributions to holders of interests in the Operating Partnership and dividends on convertible preferred shares to the extent they are dilutive in the respective FFO per share numerators divided by (2) the respective non-GAAP measures. Pro forma net debt, pro forma net debt adjusted for fully-leased investment properties, pro forma in-place adjusted EBITDA and associated ratios These measures and the ratios in which they are used adjust for the effect of noted dispositions of interests in properties that occurred subsequent to the end of reporting periods and before our release of financial results for such periods. The adjustments remove Adjusted EBITDA from real estate operations associated with the disposed interests in properties and adjust our net debt measures for resulting proceeds available for debt pay downs to reflect these measures and ratios as if such events occurring subsequent to a three month reporting period occurred at the beginning of such reporting period. We believe that these adjustments are consistent with the requirements for preparation of amounts presented on a pro forma basis in accordance with Article 11 of Regulation S-X. Redevelopment Properties previously in operations on which activities to substantially renovate such properties are underway or approved. 12/31/24 9/30/24 6/30/24 3/31/24 12/31/23 # of Properties Total Portfolio 203 202 201 201 198 Consolidated Portfolio 179 178 177 177 174 Defense/IT Portfolio 195 194 193 193 190 Same Property 189 189 189 189 189 % Occupied Total Portfolio 93.6 % 93.1 % 93.6 % 93.6 % 94.2 % Consolidated Portfolio 92.2 % 91.6 % 92.2 % 92.2 % 92.9 % Defense/IT Portfolio 95.6 % 95.0 % 95.5 % 95.6 % 96.2 % Same Property 94.1 % 93.6 % 93.5 % 93.5 % 93.8 % % Leased Total Portfolio 95.1 % 94.8 % 94.9 % 94.9 % 95.3 % Consolidated Portfolio 94.1 % 93.6 % 93.8 % 93.8 % 94.3 % Defense/IT Portfolio 96.8 % 96.5 % 96.7 % 96.8 % 97.2 % Same Property 95.4 % 95.1 % 95.0 % 95.0 % 95.1 % Square Feet (in thousands) Total Portfolio 24,537 24,316 24,135 24,137 23,859 Consolidated Portfolio 20,242 20,021 19,839 19,841 19,563 Defense/IT Portfolio 22,391 22,174 21,993 21,993 21,719 Same Property 22,220 22,220 22,220 22,220 22,220
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36 Definitions + Glossary (continued) Replacement capital expenditures Tenant improvements and incentives, building improvements and leasing costs incurred during the period for operating properties that are not (1) items contemplated prior to the acquisition of a property, (2) improvements associated with the expansion of a building or its improvements, (3) renovations to a building which change the underlying classification of the building (for example, from industrial to office or Class C office to Class B office), (4) capital improvements that represent the addition of something new to the property rather than the replacement of something (for example, the addition of a new heating and air conditioning unit that is not replacing one that was previously there) or (5) replacements of significant components of a building after the building has reached the end of its original useful life. Replacement capital expenditures excludes expenditures of operating properties included in disposition plans during the period that were already sold or are held for future disposition. For cash tenant incentives not due to the tenant for a period exceeding three months past the date on which such incentives were incurred, we recognize such incentives as replacement capital expenditures in the periods such incentives are due to the tenant. Replacement capital expenditures, which is included in the computation of Diluted AFFO, is intended to represent non-transformative capital expenditures of existing properties held for long- term investment. Same Property Operating office and data center shell properties stably owned and 100% operational since at least the beginning of the prior year. Same Property NOI and Same Property cash NOI NOI, or Cash NOI, from real estate operations of Same Property groupings. SCIF Sensitive (or Secure) Compartmented Information Facility, or “SCIF,” in U.S. military, security and intelligence parlance is an enclosed area within a building that is used to process classified information within formal access controlled systems (as established by the Director of National Intelligence). Stabilization Generally defined as properties that are at least 90% occupied. Straight-line rent Includes annual minimum base rents, net of abatements and lease incentives and excluding rent associated with tenant funded landlord assets, on a straight-line basis over the term of the lease, and estimated annual expense reimbursements (as of lease commencement for new or renewed leases or as of lease expiration for expiring leases). Total market capitalization Sum of: (1) consolidated outstanding debt, excluding discounts, premiums and deferred financing costs; (2) the product of the closing price of our common shares on the NYSE and the sum of (a) common shares outstanding and (b) common units outstanding; and (3) the liquidation value of preferred shares and preferred units in our operating partnership. Under development This term includes properties under, or contractually committed for, development. Vacant space leased Includes leasing of vacated second-generation space and vacant space leased in development properties and operating property acquisitions after two years from such properties’ shell completion or acquisition date.
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37 Reconciliations Reconciliations of net income to diluted FFO, diluted FFO as adjusted for comparability and diluted AFFO (in thousands) Year Ended December 31, Three Months Ended 2019 2020 2021 2022 2023 2024 12/31/24 Net income (loss) $ 200,004 $ 102,878 $ 81,578 $ 178,822 $ (74,347) $ 143,942 $ 36,467 Real estate-related depreciation and amortization 137,069 138,193 147,833 141,230 148,950 153,640 38,821 Impairment losses on real estate 329 1,530 — — 252,797 — — Gain on sales of real estate (105,230) (30,209) (65,590) (47,814) (49,392) — — Gain on sale of investment in unconsolidated real estate JV — (29,416) — — — — — Depreciation and amortization on unconsolidated real estate JVs 2,703 3,329 1,981 2,101 3,217 3,056 745 FFO - per Nareit 234,875 186,305 165,802 274,339 281,225 300,638 76,033 Noncontrolling interests - preferred units in the Operating Partnership (564) (300) — — — — — FFO allocable to other noncontrolling interests (5,024) (15,705) (5,483) (4,795) (3,978) (3,855) (1,050) Basic FFO allocable to share-based compensation awards (905) (719) (777) (1,433) (1,940) (2,417) (614) Basic FFO available to common share and common unit holders 228,382 169,581 159,542 268,111 275,307 294,366 74,369 Redeemable noncontrolling interests 132 147 (11) (34) (58) 1,963 — Diluted FFO adjustments allocable to share-based compensation awards — — 32 109 150 188 47 Basic and Diluted FFO available to common share and common unit holders 228,514 169,728 159,563 268,186 275,399 296,517 74,416 Loss on early extinguishment of debt — 7,306 100,626 609 — — — Gain on early extinguishment of debt on unconsolidated real estate JVs — — — (168) — — — Loss on interest rate derivatives — 53,196 — — — — — Loss on interest rate derivatives included in interest expense — — 221 — — — — Demolition costs on redevelopment and nonrecurring improvements 148 63 423 — — — — Executive transition costs 4 — — 343 518 285 58 Non-comparable professional and legal expenses 681 — — — — — — Dilutive preferred units in the Operating Partnership — 300 — — — — — FFO allocation to other noncontrolling interests resulting from capital event — 11,090 — — — — — Diluted FFO comparability adjustments allocable to share-based compensation awards (3) (327) (507) (5) (4) (2) (1) Diluted FFO available to common share and common unit holders, as adjusted for comparability $ 229,344 $ 241,356 $ 260,326 $ 268,965 $ 275,913 296,800 $ 74,473 Straight line rent adjustments and lease incentive amortization 10,824 Amortization of intangibles and other assets included in NOI 755 Share-based compensation, net of amounts capitalized 10,443 Amortization of deferred financing costs 2,708 Amortization of net debt discounts, net of amounts capitalized 4,110 Replacement capital expenditures (103,984) Other 566 Diluted AFFO available to common share and common unit holders (“diluted AFFO”) $ 222,222 Reconciliations of denominators for per share measures (in thousands) Denominator for diluted EPS 111,623 112,076 112,418 112,620 112,178 112,899 113,722 Weighted average common units 1,299 1,236 1,257 1,454 1,509 1,672 1,664 Redeemable noncontrolling interests — 123 — — 38 842 — Dilutive effect of additional share-based compensation awards — — — — 424 — — Dilutive convertible preferred units — 171 — — — — — Denominator for diluted FFO per share, as adjusted for comparability 112,922 113,606 113,675 114,074 114,149 115,413 115,386 Diluted FFO per share, as adjusted for comparability $ 2.03 $ 2.12 $ 2.29 $ 2.36 $ 2.42 $ 2.57 $ 0.65 Numerators for non-gaap payout ratios (in thousands) Dividends on unrestricted common and deferred shares $ 132,628 Distributions on unrestricted common units 1,987 Dividends and distributions on restricted shares and units 1,000 Dividends and distributions on antidilutive shares and units (1,006) Dividends and distributions for non-gaap payout ratios $ 134,609 Non-GAAP payout ratios Diluted AFFO 60.6 %
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38 Reconciliations (continued) Reconciliations of diluted EPS to diluted FFOPS per Nareit and as adjusted for comparability (in dollars per share) Actuals Guidance Year Ended December 31, 2024 Year Ending December 31, 2025 Low High Diluted EPS $ 1.23 $ 1.27 $ 1.35 Real estate-related depreciation and amortization 1.36 1.35 1.35 Other FFO adjustments (0.02) — — Diluted FFOPS - Nareit and as adjusted for comparability $ 2.57 $ 2.62 $ 2.70 Reconciliation of Developments Property NOI to Cash NOI (in millions) Actuals Guidance Midpoint Year Ended December 31, 2024 Year Ending December 31, 2025 Property NOI $ 23 $ 14 Straight line rent adjustments (12) (9) Cash NOI $ 11 $ 5 Reconciliation of Net Construction Contract and Other Service Revenues (in millions) Actuals Guidance Midpoint Year Ended December 31, 2024 Year Ending December 31, 2025 Construction contract and other service revenues $ 75.6 $ 33 Construction contract and other service expenses (73.3) (31) Net construction contract and other service revenues $ 2.3 $ 2
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39 Reconciliations (continued) Reconciliations of net income to Adjusted EBITDA, in-place adjusted EBITDA and pro forma in-place adjusted EBITDA (in thousands) Three Months Ended 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 Net income $ 18,456 $ 44,877 $ 83,549 $ 14,965 $ 52,087 $ 34,820 $ 36,467 Interest expense 18,475 16,777 17,148 16,217 16,819 20,383 20,391 Income tax (benefit) expense (190) (104) 258 42 223 121 (24) Depreciation and amortization 36,623 33,217 37,166 36,968 37,509 37,354 39,410 Impairment losses on real estate 2,367 2 — — — — — Gain on sales of real estate (2,367) (20,761) (30,204) (25,879) (19,238) — — Gain on sale of investment in unconsolidated real estate JV — — (29,416) — — — — Adjustments from unconsolidated real estate joint ventures 832 1,206 1,306 763 1,033 1,911 1,681 Loss on early extinguishment of debt 258 — 4,069 41,073 267 — — Gain on early extinguishment of debt on unconsolidated real estate JVs — — — — (168) — — Net gain on other investments (449) (1) (1,218) — (595) — — Credit loss (recoveries) expense — — (772) (88) (1,331) (1,288) (113) Business development expenses 661 512 412 628 794 445 758 Demolition costs on redevelopment and nonrecurring improvements 163 104 — (8) — — — Executive transition costs 371 — — — 387 188 58 Non-comparable professional and legal expenses — 195 — — — — — Adjusted EBITDA $ 75,200 $ 76,024 $ 82,298 $ 84,681 $ 87,787 $ 93,934 $ 98,628 Pro forma net operating income adjustment for property changes within period 2,052 463 1,459 — 2,704 1,341 528 Change in collectability of deferred rental revenue — 928 678 — — (198) 1,646 Other — — — 1,578 — — — In-place adjusted EBITDA $ 77,252 $ 77,415 $ 84,435 86,259 90,491 $ 95,077 $ 100,802 Pro forma NOI adjustment from subsequent event transactions (3,074) (2,903) Pro forma in-place adjusted EBITDA $ 83,185 $ 87,588 Annualized in-place adjusted EBITDA $ 309,008 $ 309,660 $ 337,740 $ 345,036 $ 361,964 $ 380,308 $ 403,208 Annualized pro forma in-place adjusted EBITDA $ 332,740 $ 350,352 Reconciliations of debt per balance sheet to net debt, net debt adjusted for fully- leased development and pro forma net debt (in thousands) As of 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 Debt per balance sheet $ 1,823,909 $ 1,831,139 $ 2,086,918 $ 2,272,304 $ 2,231,794 $ 2,416,287 $ 2,391,755 Net discounts and deferred financing costs 14,595 11,668 14,547 25,982 23,160 28,713 23,262 COPT Defense's share of unconsolidated JV gross debt 30,000 50,250 26,250 26,250 52,100 52,613 53,750 Gross debt 1,868,504 1,893,057 2,127,715 2,324,536 2,307,054 2,497,613 2,468,767 Less: Cash and cash equivalents (8,066) (14,733) (18,369) (13,262) (12,337) (167,820) (38,284) Less: CDP's share of cash of unconsolidated real estate JVs (293) (498) (152) (434) (456) (852) (2,053) Net debt $ 1,860,145 $ 1,877,826 $ 2,109,194 2,310,840 2,294,261 2,328,941 2,428,430 Costs incurred on fully-leased development properties (162,884) (95,972) (53,914) (18,774) Costs incurred on fully-leased operating property acquisitions — — — (17,034) Net debt adjusted for fully-leased investment properties $ 2,147,956 $ 2,198,289 $ 2,275,027 $ 2,392,622 Net debt $ 2,310,840 $ 2,294,261 Pro forma debt adjustments from subsequent event transaction proceeds (216,000) (189,000) Pro forma net debt 2,094,840 2,105,261 Costs incurred on fully-leased development properties (162,884) (95,972) Pro forma net debt adjusted for fully-leased investment properties $ 1,931,956 $ 2,009,289 Ratios Net debt to in-place adjusted EBITDA ratio 6.0x 6.1x 6.2x 6.7x 6.3x 6.1x 6.0x Pro forma net debt to in-place adjusted EBITDA ratio 6.3x 6.0x Net debt adjusted for fully-leased investment properties to in-place adj. EBITDA ratio 6.2x 6.1x 6.0x 5.9x Pro forma net debt adjusted for fully-leased investment properties to in-place adj. EBITDA ratio 5.8x 5.7x