UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



ý	☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2017~~

2022



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

For the transition period from ___________ to ___________

Commission file number 001-37994

JBG SMITH PROPERTIES

________________________________________________________________________________

(Exact name of Registrant as specified in its charter)


Maryland
~~Maryland~~		~~81‑4307010~~ 81-4307010
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
4747 Bethesda AvenueSuite 200 BethesdaMD	20814
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (240) 333-3600

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
~~4445 Willard Avenue, Suite 400~~ Common Shares, par value $0.01 per share ~~Chevy Chase, MD~~	JBGS	~~20815~~
~~(Address of principal executive offices)~~		~~(Zip Code)~~
~~(240) 333‑3600~~ New York Stock Exchange ~~Registrant’s telephone number, including area code~~

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

☐

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

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filero☒ Accelerated filer o☐ Non-accelerated filer ý☐ Smaller reporting company o

☐Emerging growth company o

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange ~~Act~~ o

Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule ~~12b-2~~12b-2 of the Exchange Act) Yes o☐ No ý

☒

As of ~~November 6, 2017,~~July 29, 2022, JBG SMITH Properties had ~~117,957,107~~114,390,891 common shares outstanding.

Table of Contents

JBG SMITH PROPERTIES

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED JUNE 30, 2022

TABLE OF CONTENTS



	~~JBG SMITH PROPERTIES~~ ~~QUARTERLY REPORT ON FORM 10-Q~~ ~~QUARTER ENDED SEPTEMBER 30, 2017~~

	~~TABLE OF CONTENTS~~

PART I – FINANCIAL INFORMATION

Item 1.		Financial Statements	Page
		Condensed Consolidated ~~and Combined~~ Balance Sheets (unaudited) as of ~~September~~June 30, ~~2017~~ 2022 and December 31, ~~2016~~ 2021	2 3
		Condensed Consolidated ~~and Combined~~ Statements of Operations (unaudited) for the three and ~~nine~~ six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~ 2021	3 4
		Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and ~~Combined Statement~~six months ended June 30, 2022 and 2021	5
		Condensed Consolidated Statements of Equity (unaudited) for the ~~nine~~three and six months ended ~~September~~ June 30, ~~2017~~ 2022 and 2021	4 6
		Condensed Consolidated ~~and Combined~~ Statements of Cash Flows (unaudited) for the ~~nine~~six months ended ~~September~~ June 30, ~~2017~~2022 and ~~2016~~ 2021	5 8
		Notes to Condensed Consolidated ~~and Combined~~ Financial Statements (unaudited)	7 10

Item 2.		~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations	36 30
Item 3.		Quantitative and Qualitative Disclosures about Market Risk	52 49
Item 4.		Controls and Procedures	53 50

PART II – OTHER INFORMATION

Item 1.		Legal Proceedings	54 50
Item 1A.		Risk Factors	54 50
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	54 51
Item 3.		Defaults Upon Senior Securities	54 51
Item 4.		Mine Safety Disclosures	54 51
Item 5.		Other Information	54 51
Item 6.	~~Exhibits~~	55Exhibits	54
~~Signature~~		57Signatures	55

Table of Contents

PART I –- FINANCIAL INFORMATION

ITEM 1. Financial Statements

JBG SMITH PROPERTIES

JBG SMITH PROPERTIES
Condensed Consolidated and Combined Balance Sheets
September 30, 2017 and December 31, 2016
(Unaudited)
(In thousands, except par value amounts)
September 30,
2017 December 31,
2016
ASSETS
Real estate, at cost:
Land and improvements $ 1,272,997
$ 939,592
Buildings and improvements 3,662,853
3,064,466
Construction in progress, including land 906,680
151,333
5,842,530
4,155,391
Less accumulated depreciation (982,454 ) (930,769 )
Real estate, net 4,860,076
3,224,622
Cash and cash equivalents 367,896
29,000
Restricted cash 17,521
3,263
Tenant and other receivables, net 50,474
33,380
Deferred rent receivable, net
145,683
136,582
Investments in and advances to unconsolidated real estate ventures 284,986
45,776
Receivable from former parent —
75,062
Other assets, net
288,391
112,955
TOTAL ASSETS $ 6,015,027
$ 3,660,640

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net $ 1,977,674
$ 1,165,014
Revolving credit facility 115,751
—
Unsecured term loan, net 46,389
—
Payable to former parent —
283,232
Accounts payable and accrued expenses 131,627
40,923
Other liabilities, net 100,774
49,487
Total liabilities 2,372,215
1,538,656
Commitments and contingencies

Redeemable noncontrolling interests 567,001
—
Shareholders' equity:
Preferred shares, $0.01 par value - 200,000 shares authorized, none issued —
—
Common shares, $0.01 par value - 500,000 shares authorized and 117,957 shares issued and outstanding at September 30, 2017 1,180
—
Additional paid-in capital 3,099,056
—
Accumulated deficit (28,827 ) —
Total shareholders' equity of JBG SMITH Properties 3,071,409
—
Former parent equity —
2,121,689
Noncontrolling interests in consolidated subsidiaries 4,402
295
Total equity 3,075,811
2,121,984
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY $ 6,015,027
$ 3,660,640

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except par value amounts)


	June 30, 2022		December 31, 2021
ASSETS
Real estate, at cost:
Land and improvements	$	1,217,216	$	1,378,218
Buildings and improvements		4,004,286		4,513,606
Construction in progress, including land		385,085		344,652
		5,606,587		6,236,476
Less: accumulated depreciation		(1,257,871)		(1,368,003)
Real estate, net		4,348,716		4,868,473
Cash and cash equivalents		162,270		264,356
Restricted cash		212,848		37,739
Tenant and other receivables		46,605		44,496
Deferred rent receivable		154,487		192,265
Investments in unconsolidated real estate ventures		414,349		462,885
Intangible assets, net		157,819		201,956
Other assets, net		82,808		240,160
Assets held for sale		—		73,876
TOTAL ASSETS	$	5,579,902	$	6,386,206

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net	$	1,612,169	$	1,777,699
Revolving credit facility		—		300,000
Unsecured term loans, net		398,500		398,664
Accounts payable and accrued expenses		112,784		106,136
Other liabilities, net		111,852		342,565
Total liabilities		2,235,305		2,925,064
Commitments and contingencies
Redeemable noncontrolling interests		521,392		522,725
Shareholders' equity:
Preferred shares, $0.01 par value - 200,000 shares authorized; NaN issued		0		0
Common shares, $0.01 par value - 500,000 shares authorized; 115,862 and 127,378 shares issued and outstanding as of June 30, 2022 and December 31, 2021		1,160		1,275
Additional paid-in capital		3,285,511		3,539,916
Accumulated deficit		(513,746)		(609,331)
Accumulated other comprehensive income (loss)		18,640		(15,950)
Total shareholders' equity of JBG SMITH Properties		2,791,565		2,915,910
Noncontrolling interests		31,640		22,507
Total equity		2,823,205		2,938,417
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY	$	5,579,902	$	6,386,206

See accompanying notes to the condensed consolidated ~~and combined~~ financial ~~statements.~~statements (unaudited).

Table of Contents

JBG SMITH PROPERTIES
Condensed Consolidated and Combined Statements of Operations
For the three and nine months ended September 30, 2017 and 2016
(Unaudited)
(In thousands, except per share data)
Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
REVENUE
Property rentals $ 116,458
$ 103,265
$ 316,899
$ 299,497
Tenant reimbursements 9,593
10,231
27,161
28,428
Third-party real estate services, including reimbursements
25,141
8,297
38,881
24,617
Other income 1,158
1,564
3,701
3,938
Total revenue 152,350
123,357
386,642
356,480
EXPENSES
Depreciation and amortization 43,951
31,377
109,726
98,291
Property operating 29,634
27,287
77,341
75,087
Real estate taxes 17,194
14,462
47,978
43,712
General and administrative:
Corporate and other 10,593
10,913
35,536
36,040
Third-party real estate services 21,178
4,779
30,362
14,272
Share-based compensation related to Formation Transaction
14,445
—
14,445
—
Transaction and other costs 104,095
1,528
115,173
1,528
Total operating expenses 241,090
90,346
430,561
268,930
OPERATING (LOSS) INCOME (88,740 ) 33,011
(43,919 ) 87,550
(Loss) income from unconsolidated real estate ventures (1,679 ) 584
(1,365 ) (952 )
Interest and other (loss) income, net (379 ) 749
1,366
2,292
Interest expense (15,309 ) (13,028 ) (43,813 ) (38,662 )
Loss on extinguishment of debt (689 ) —
(689 ) —
Gain on bargain purchase 27,771
—
27,771
—
(LOSS) INCOME BEFORE INCOME TAX EXPENSE (79,025 ) 21,316
(60,649 ) 50,228
Income tax benefit (expense) 1,034
(302 ) 317
(884 )
NET (LOSS) INCOME (77,991 ) 21,014
(60,332 ) 49,344
Net loss attributable to redeemable noncontrolling interests 8,160
—
2,481
—
NET (LOSS) INCOME ATTRIBUTABLE TO
JBG SMITH PROPERTIES $ (69,831 ) $ 21,014
$ (57,851 ) $ 49,344
(LOSS) EARNINGS PER COMMON SHARE:
Basic $ (0.61 ) $ 0.21
$ (0.55 ) $ 0.49
Diluted $ (0.61 ) $ 0.21
$ (0.55 ) $ 0.49
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - basic and diluted $ 114,744
$ 100,571
$ 105,347
$ 100,571

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
REVENUE
Property rental	$	117,036	$	122,819	$	248,634	$	245,060
Third-party real estate services, including reimbursements		22,157		26,745		46,127		64,852
Other revenue		6,312		5,080		12,709		10,021
Total revenue		145,505		154,644		307,470		319,933
EXPENSES
Depreciation and amortization		49,479		56,678		107,541		121,404
Property operating		35,445		35,000		76,089		69,731
Real estate taxes		14,946		18,558		33,132		36,868
General and administrative:
Corporate and other		14,782		13,895		30,597		26,370
Third-party real estate services		24,143		25,557		51,192		54,493
Share-based compensation related to Formation Transaction and special equity awards		1,577		4,441		3,821		9,386
Transaction and other costs		1,987		2,270		2,886		5,960
Total expenses		142,359		156,399		305,258		324,212
OTHER INCOME (EXPENSE)
Income (loss) from unconsolidated real estate ventures, net		(2,107)		3,953		1,038		3,010
Interest and other income (loss), net		1,672		(38)		15,918		(29)
Interest expense		(16,041)		(16,773)		(32,319)		(33,069)
Gain on the sale of real estate, net		158,767		11,290		158,631		11,290
Loss on the extinguishment of debt		(1,038)		—		(1,629)		—
Total other income (expense)		141,253		(1,568)		141,639		(18,798)
INCOME (LOSS) BEFORE INCOME TAX (EXPENSE) BENEFIT		144,399		(3,323)		143,851		(23,077)
Income tax (expense) benefit		(2,905)		5		(2,434)		(4,310)
NET INCOME (LOSS)		141,494		(3,318)		141,417		(27,387)
Net (income) loss attributable to redeemable noncontrolling interests		(18,248)		345		(18,258)		2,575
Net loss attributable to noncontrolling interests		29		—		84		1,108
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	123,275	$	(2,973)	$	123,243	$	(23,704)
EARNINGS (LOSS) PER COMMON SHARE - BASIC AND DILUTED	$	1.02	$	(0.03)	$	0.99	$	(0.19)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		121,316		131,480		123,984		131,510

See accompanying notes to the condensed consolidated ~~and combined~~ financial ~~statements.~~statements (unaudited).

Table of Contents

JBG SMITH PROPERTIES

Condensed Consolidated ~~and Combined Statement~~Statements of ~~Equity~~

~~For the nine months ended September 30, 2017~~

Comprehensive Income (Loss)

(Unaudited)

(In thousands)

Common Shares
Additional
Paid-In
Capital
Accumulated Deficit
Former
Parent
Equity
Noncontrolling Interests in Consolidated Subsidiaries Total Equity
Shares Amount
BALANCE AT JANUARY 1, 2017 $ 2,121,689
$ 295
$ 2,121,984
Net income (loss) attributable to JBG SMITH
Properties —
$ —
$ —
$ (28,827 ) (29,024 )
⁽¹⁾
—
(57,851 )
Deferred compensation shares and options, net —
—
—
—
1,526
—
1,526
Contributions from former parent, net —
—
—
—
334,843
—
334,843
Issuance of common limited partnership units
   at the Separation
—
—
—
—
(96,632 ) —
(96,632 )
Issuance of common shares at the Separation 94,736
947
2,331,455
—
(2,332,402 ) —
—
Issuance of common shares in connection with the
   Combination
23,221
233
864,685
—
—
—
864,918
Noncontrolling interests acquired in connection
   with the Combination
—
—
—
—
—
3,987
3,987
Distributions to noncontrolling interests —
—
—
—
—
(14 ) (14 )
Contributions from noncontrolling interests —
—
—
—
—
134
134
Adjustment to record redeemable noncontrolling
   interest at redemption value
—
—
(97,084 ) —
—
—
(97,084 )
BALANCE AT SEPTEMBER 30, 2017 117,957
$ 1,180
$ 3,099,056
$ (28,827 ) $ —
$ 4,402
$ 3,075,811

~~_______________~~


⁽¹⁾	~~Net loss earned from January 1, 2017 through July 17, 2017 is attributable to our former parent as it was the sole shareholder prior to July 17, 2017. See Note 1 for additional information.~~


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
NET INCOME (LOSS)	$	141,494	$	(3,318)	$	141,417	$	(27,387)
OTHER COMPREHENSIVE INCOME:
Change in fair value of derivative financial instruments		7,225		(1,404)		32,320		5,007
Reclassification of net loss on derivative financial instruments from accumulated other comprehensive income (loss) into interest expense		2,791		3,834		6,547		7,575
Total other comprehensive income		10,016		2,430		38,867		12,582
COMPREHENSIVE INCOME (LOSS)		151,510		(888)		180,284		(14,805)
Net (income) loss attributable to redeemable noncontrolling interests		(18,248)		345		(18,258)		2,575
Net loss attributable to noncontrolling interests		29		—		84		1,108
Other comprehensive income attributable to redeemable noncontrolling interests		(1,311)		(235)		(4,277)		(1,208)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO JBG SMITH PROPERTIES	$	131,980	$	(778)	$	157,833	$	(12,330)

See accompanying notes to the condensed consolidated ~~and combined~~ financial ~~statements.~~statements (unaudited).

Table of Contents

JBG SMITH PROPERTIES
Condensed Consolidated and Combined Statements of Cash Flows
For the nine months ended September 30, 2017 and 2016
(Unaudited)
(In thousands)
Nine Months Ended September 30,
2017 2016
OPERATING ACTIVITIES:
Net (loss) income $ (60,332 ) $ 49,344
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Share-based compensation expense 17,164
3,486
Depreciation and amortization, including amortization of debt issuance costs 111,684
99,612
Deferred rent (9,249 ) (10,772 )
Loss from unconsolidated real estate ventures 1,365
952
Amortization of above- and below-market lease intangibles, net (872 ) (1,012 )
Return on capital from unconsolidated real estate ventures 1,149
1,020
Gain on bargain purchase (27,771 ) —
Loss on extinguishment of debt 689
—
Unrealized gain on interest rate swaps (467 ) —
Bad debt expense 1,808
618
Other non-cash items 6,466
3,592
Changes in operating assets and liabilities:
Tenant and other receivables (3,617 ) (2,177 )
Other assets, net (32,884 ) (19,762 )
Accounts payable and accrued expenses 19,077
(4,091 )
Other liabilities, net (817 ) (19,427 )
Net cash provided by operating activities 23,393
101,383
INVESTING ACTIVITIES:
Development costs, construction in progress and real estate additions (115,922 ) (185,439 )
Cash received in connection with the Combination 83,942
—
Restricted cash (798 ) 3,234
Investments in and advances to unconsolidated real estate ventures (1,441 ) (19,965 )
Repayment of notes receivable 50,934
—
Other investments (3,531 ) (1,935 )
Proceeds from repayment of receivable from former parent 75,000
—
Net cash provided by (used in) investing activities 88,184
(204,105 )
FINANCING ACTIVITIES:
Contributions from former parent, net 160,203
32,955
Repayment of borrowings from former parent (115,630 ) —
Capital lease payments (17,776 ) —
Proceeds from borrowings from former parent 4,000
39,000
Proceeds from borrowings 407,769
—
Repayments of borrowings (192,681 ) (8,871 )
Debt issuance costs (18,686 ) (37 )
Contributions from noncontrolling interests 134
—
Distributions to noncontrolling interests (14 ) (7 )
Net cash provided by financing activities 227,319
63,040
Net increase (decrease) in cash and cash equivalents 338,896
(39,682 )
Cash and cash equivalents at beginning of the period 29,000
74,966
Cash and cash equivalents at end of the period $ 367,896
$ 35,284

JBG SMITH PROPERTIES
Condensed Consolidated and Combined Statements of Cash Flows
For the nine months ended September 30, 2017 and 2016
(Unaudited)
(In thousands)

Nine Months Ended September 30,
2017 2016
SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION:⁽¹⁾

Transfer of mortgage payable to former parent $ —
$ 115,022
Cash paid for interest (net of capitalized interest of $2,285 and $3,690 in
2017 and 2016, respectively)
45,354
37,540
Accrued capital expenditures included in accounts payable and accrued expenses 17,633
15,206
Write-off of fully depreciated assets (24,909 ) (87,220 )
Cash payments for income taxes 3,681
1,087
Non-cash transactions related to the Formation Transaction:
Issuance of common limited partnership units at the Separation 96,632
—
Issuance of common shares at the Separation 2,332,402
—
Issuance of common shares in connection with the Combination 864,918
—
Issuance of common limited partnership units in connection with the Combination 359,967
—
Adjustment to record redeemable noncontrolling interest at redemption value 97,084
—
Contribution from former parent in connection with the Separation 174,639
—

⁽¹⁾ ~~See Note 3 for information about assets, liabilities and noncontrolling interests acquired in the Formation Transaction.~~

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Equity

(Unaudited)

(In thousands)


								Accumulated
								Other
				Additional				Comprehensive
	Common Shares			Paid-In		Accumulated		Income		Noncontrolling		Total
	Shares	Amount		Capital		Deficit		(Loss)		Interests		Equity
BALANCE AS OF MARCH 31, 2022	124,248	$	1,243	$	3,444,793	$	(609,363)	$	9,935	$	28,438	$	2,875,046
Net income (loss) attributable to common shareholders and noncontrolling interests	—		—		—		123,275		—		(29)		123,246
Conversion of common limited partnership units ("OP Units") to common shares	72		1		1,761		—		—		—		1,762
Common shares repurchased	(8,499)		(84)		(213,807)		—		—		—		(213,891)
Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP")	41		—		1,143		—		—		—		1,143
Dividends declared on common shares ($0.225 per common share)	—		—		—		(27,658)		—		—		(27,658)
Contributions from noncontrolling interests, net	—		—		—		—		—		3,231		3,231
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation	—		—		51,621		—		(1,311)		—		50,310
Total other comprehensive income	—		—		—		—		10,016		—		10,016
BALANCE AS OF JUNE 30, 2022	115,862	$	1,160	$	3,285,511	$	(513,746)	$	18,640	$	31,640	$	2,823,205

BALANCE AS OF MARCH 31, 2021	131,277	$	1,314	$	3,631,277	$	(433,675)	$	(30,800)	$	8,730	$	3,176,846
Net loss attributable to common shareholders and noncontrolling interests	—		—		—		(2,973)		—		—		(2,973)
Conversion of OP Units to common shares	530		5		17,756		—		—		—		17,761
Common shares issued pursuant to employee incentive compensation plan and ESPP	34		—		1,090		—		—		—		1,090
Dividends declared on common shares ($0.225 per common share)	—		—		—		(29,582)		—		—		(29,582)
Contributions from noncontrolling interests, net	—		—		—		—		—		7,810		7,810
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation	—		—		94		—		(235)		—		(141)
Total other comprehensive income	—		—		—		—		2,430		—		2,430
BALANCE AS OF JUNE 30, 2021	131,841	$	1,319	$	3,650,217	$	(466,230)	$	(28,605)	$	16,540	$	3,173,241

See accompanying notes to the condensed consolidated ~~and combined~~ financial ~~statements.~~

statements (unaudited).

Table of Contents

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Equity

(Unaudited)

(In thousands)


								Accumulated
								Other
				Additional				Comprehensive
	Common Shares			Paid-In		Accumulated		Income		Noncontrolling		Total
	Shares	Amount		Capital		Deficit		(Loss)		Interests		Equity
BALANCE AS OF DECEMBER 31, 2021	127,378	$	1,275	$	3,539,916	$	(609,331)	$	(15,950)	$	22,507	$	2,938,417
Net income (loss) attributable to common shareholders and noncontrolling interests	—		—		—		123,243		—		(84)		123,159
Conversion of OP Units to common shares	280		3		7,773		—		—		—		7,776
Common shares repurchased	(11,840)		(118)		(306,921)		—		—		—		(307,039)
Common shares issued pursuant to employee incentive compensation plan and ESPP	44		—		1,429		—		—		—		1,429
Dividends declared on common shares ($0.225 per common share)	—		—		—		(27,658)		—		—		(27,658)
Contributions from noncontrolling interests, net	—		—		—		—		—		9,217		9,217
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation	—		—		43,314		—		(4,277)		—		39,037
Total other comprehensive income	—		—		—		—		38,867		—		38,867
BALANCE AS OF JUNE 30, 2022	115,862	$	1,160	$	3,285,511	$	(513,746)	$	18,640	$	31,640	$	2,823,205

BALANCE AS OF DECEMBER 31, 2020	131,778	$	1,319	$	3,657,643	$	(412,944)	$	(39,979)	$	167	$	3,206,206
Net loss attributable to common shareholders and noncontrolling interests	—		—		—		(23,704)		—		(1,108)		(24,812)
Conversion of OP Units to common shares	649		6		21,674		—		—		—		21,680
Common shares repurchased	(620)		(6)		(19,197)		—		—		—		(19,203)
Common shares issued pursuant to employee incentive compensation plan and ESPP	34		—		1,339		—		—		—		1,339
Dividends declared on common shares ($0.225 per common share)	—		—		—		(29,582)		—		—		(29,582)
Contributions from noncontrolling interests, net	—		—		—		—		—		17,481		17,481
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation	—		—		(11,242)		—		(1,208)		—		(12,450)
Total other comprehensive income	—		—		—		—		12,582		—		12,582
BALANCE AS OF JUNE 30, 2021	131,841	$	1,319	$	3,650,217	$	(466,230)	$	(28,605)	$	16,540	$	3,173,241

See accompanying notes to the condensed consolidated financial statements (unaudited).

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JBG SMITH PROPERTIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Six Months Ended June 30,
	2022		2021
OPERATING ACTIVITIES:
Net income (loss)	$	141,417	$	(27,387)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Share-based compensation expense		25,375		26,892
Depreciation and amortization, including amortization of deferred financing costs		109,697		123,444
Deferred rent		(7,237)		(12,170)
Income from unconsolidated real estate ventures, net		(1,038)		(3,010)
Amortization of market lease intangibles, net		(621)		(658)
Amortization of lease incentives		4,303		4,191
Loss on extinguishment of debt		1,629		—
Gain on the sale of real estate, net		(158,631)		(11,290)
Loss on operating lease and other receivables		738		975
Income from investments, net		(15,282)		—
Return on capital from unconsolidated real estate ventures		6,028		10,348
Other non-cash items		(4,781)		473
Changes in operating assets and liabilities:
Tenant and other receivables		(2,847)		11,204
Other assets, net		(3,669)		274
Accounts payable and accrued expenses		(1,375)		238
Other liabilities, net		13,943		32
Net cash provided by operating activities		107,649		123,556
INVESTING ACTIVITIES:
Development costs, construction in progress and real estate additions		(128,114)		(67,408)
Proceeds from the sale of real estate		923,108		14,370
Proceeds from the sale of investments		19,030		—
Distributions of capital from unconsolidated real estate ventures		52,465		4,583
Investments in unconsolidated real estate ventures and other investments		(81,185)		(21,990)
Net cash provided by (used in) investing activities		785,304		(70,445)
FINANCING ACTIVITIES:
Repayments of mortgages payable		(167,132)		(3,342)
Repayments of revolving credit facility		(300,000)		—
Debt issuance costs		(1,256)		(4,587)
Proceeds from common shares issued pursuant to ESPP		800		880
Common shares repurchased		(297,040)		(19,203)
Dividends paid to common shareholders		(56,323)		(59,232)
Distributions to redeemable noncontrolling interests		(8,196)		(9,712)
Distributions to noncontrolling interests		(21)		(22)
Contributions from noncontrolling interests		9,238		17,464
Net cash used in financing activities		(819,930)		(77,754)
Net increase (decrease) in cash and cash equivalents, and restricted cash		73,023		(24,643)
Cash and cash equivalents, and restricted cash, beginning of period		302,095		263,336
Cash and cash equivalents, and restricted cash, end of period	$	375,118	$	238,693

See accompanying notes to the condensed consolidated financial statements (unaudited).

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JBG SMITH PROPERTIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Six Months Ended June 30,
	2022		2021
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD:
Cash and cash equivalents	$	162,270	$	201,150
Restricted cash		212,848		37,543
Cash and cash equivalents, and restricted cash	$	375,118	$	238,693

SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION:
Cash paid for interest (net of capitalized interest of $3,928 and $3,256 in 2022 and 2021)	$	34,612	$	30,335
Accrued capital expenditures included in accounts payable and accrued expenses		57,426		41,662
Write-off of fully depreciated assets		7,993		43,185
Deconsolidation of real estate asset		—		26,476
Conversion of OP Units to common shares		7,776		21,680
Cash paid for amounts included in the measurement of lease liabilities for operating leases		1,092		1,320

See accompanying notes to the condensed consolidated financial statements (unaudited).

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JBG SMITH PROPERTIES

Notes to Condensed Consolidated ~~and Combined~~ Financial Statements

~~September 30, 2017~~

(Unaudited)

1.Organization and Basis of Presentation

Organization

JBG SMITH Properties ("JBG SMITH") ~~was organized by Vornado Realty Trust ("Vornado" or "former parent") as~~, a Maryland real estate investment trust ("REIT") ~~on October 27, 2016 (capitalized on November 22, 2016).~~, owns and operates a portfolio of commercial and multifamily assets amenitized with ancillary retail. JBG SMITH's portfolio reflects its longstanding strategy of owning and operating assets within Metro-served submarkets in the Washington, D.C. metropolitan area with high barriers to entry and vibrant urban amenities. Approximately two-thirds of our portfolio is in National Landing in Northern Virginia, where we serve as the developer for Amazon.com, Inc.'s ("Amazon") new headquarters and where Virginia Tech's $1 billion Innovation Campus is under construction. In addition, our third-party asset management and real estate services business provides fee-based real estate services to Amazon, the Washington Housing Initiative ("WHI") Impact Pool, the legacy funds formerly organized by The JBG Companies ("JBG") (the "JBG Legacy Funds") and other third parties. Substantially all our assets are held by, and our operations are conducted through, JBG SMITH ~~was formed~~Properties LP ("JBG SMITH LP"), our operating partnership. As of June 30, 2022, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 88.4% of its OP Units, after giving effect to the conversion of certain vested long-term incentive partnership units ("LTIP Units") that are convertible into OP Units. JBG SMITH is referred to herein as "we," "us," "our" or other similar terms. References to "our share" refer to our ownership percentage of consolidated and unconsolidated assets in real estate ventures, but exclude our 10% subordinated interest in 1 commercial building and our 33.5% subordinated interest in 4 commercial buildings, as well as the associated non-recourse mortgages payable, held through unconsolidated real estate ventures as our investment in each real estate venture is zero, we do not anticipate receiving any near-term cash flow distributions from the real estate ventures and have not guaranteed their obligations or otherwise committed to providing financial support.

We were organized for the purpose of receiving, via the spin-off on July 17, 2017 (the "Separation"), substantially all of the assets and liabilities of ~~Vornado’s~~Vornado Realty Trust's ("Vornado") Washington, ~~DC segment, which operated as Vornado / Charles E. Smith, (the "Vornado Included Assets").~~D.C. segment. On July 18, 2017, ~~JBG SMITH~~we acquired the management business, and certain assets and liabilities ~~(the "JBG Assets")~~ of ~~The~~ JBG ~~Companies~~ (the "Combination"). The Separation and the Combination are collectively referred to as the "Formation Transaction." Unless the context otherwise requires, all references to "we," "us," and "our," refer to the Vornado Included Assets, our predecessor and accounting acquirer, for periods prior to the Separation and to JBG SMITH for periods from and after the Separation and Combination.

Prior to the Separation from Vornado, JBG SMITH was a wholly owned subsidiary of Vornado and had no material assets or operations. Pursuant to a separation agreement, on July 17, 2017, Vornado distributed 100% of the then outstanding common shares of JBG SMITH on a pro rata basis to the holders of its common shares. Prior to such distribution by Vornado, Vornado Realty L.P. ("VRLP"), Vornado's operating partnership, distributed common limited partnership units ("OP Units") in JBG SMITH Properties LP ("JBG SMITH LP"), our operating partnership, on a pro rata basis to the holders of VRLP's common limited partnership units, consisting of Vornado and the other common limited partners of VRLP. Following such distribution by VRLP and prior to such distribution by Vornado, Vornado contributed to JBG SMITH all of the OP Units it received in exchange for common shares of JBG SMITH. Each Vornado common shareholder received one JBG SMITH common share for every two Vornado common shares held as of the close of business on July 7, 2017 (the "Record Date"). Vornado and each of the other limited partners of VRLP received one JBG SMITH LP OP Unit for every two common limited partnership units in VRLP held as of the close of business on the Record Date. Our operations are presented as if the transfer of the Vornado Included Assets had been consummated prior to all historical periods presented in the accompanying condensed consolidated and combined financial statements at the carrying amounts of such assets and liabilities reflected in Vornado’s books and records.

In connection with the Separation, JBG SMITH issued 94.7 million common shares and JBG SMITH LP issued 5.8 million OP Units to parties other than JBG SMITH. In connection with the Combination, JBG SMITH issued 23.3 million common shares and JBG SMITH LP issued 13.9 million OP Units to parties other than JBG SMITH.

As of ~~the completion~~June 30, 2022, our Operating Portfolio consisted of the Formation Transaction there were 118.0 million JBG SMITH common shares outstanding and 19.8 million JBG SMITH LP OP Units outstanding that were owned by parties other than JBG SMITH. As of July 18, 2017 and September 30, 2017, we, as its sole general partner controlled JBG SMITH LP and owned 85.6% of its OP Units.

We own and operate a portfolio of high-quality office and multifamily assets, many of which are amenitized with ancillary retail. Our portfolio reflects our longstanding strategy of concentrating in downtown Washington, DC and other leading urban-infill submarkets with proximity to downtown Washington, DC that have high barriers to entry and key urban amenities, including being within walking distance of a Metro station.

~~As of September 30, 2017, our portfolio comprised: (i) 69~~56 operating assets comprising ~~51 office~~35 commercial assets totaling ~~over 13.7~~10.5 million square feet ~~(11.8~~(8.9 million square feet at our share), 1419 multifamily assets totaling ~~6,016~~7,359 units ~~(4,232~~(6,496 units at our share) and ~~four other~~2 wholly owned land assets ~~totaling approximately 765,000 square feet (348,000 square feet~~for which we are the ground lessor. Additionally, we have: (i) 2 under-construction multifamily assets with 1,583 units (1,583 units at our share); (ii) ~~nine assets under construction comprising four office~~8 near-term development assets totaling ~~approximately 1.3~~3.7 million square feet (1.2 million square feet at our share), four multifamily assets totaling 1,334 units (1,149 units at our share) and one other asset totaling approximately 41,100 square feet (4,100 square feet at our share; (iii) one near-term development multifamily asset totaling 433 units (303 units at our share), and (iv) 42 future development assets totaling approximately 21.3 million square feet (17.6(3.5 million square feet at our share) of estimated potential development density; and (iii) 16 future development assets totaling 8.8 million square feet (6.3 million square feet at our share) of estimated potential development density.

~~Our revenues are derived~~

We derive our revenue primarily from leases with ~~office~~commercial and multifamily tenants, ~~including~~which include fixed and percentage rents, and reimbursements from tenants for certain expenses such as real estate taxes, property operating expenses, and repairs and maintenance. In addition, to our ~~portfolio, we have a~~ third-party asset management and real estate services business ~~that~~ provides fee-based real estate ~~services to our real estate ventures, legacy funds formerly organized by JBG ("JBG Legacy Funds") and other third parties.~~

~~Only the U.S. federal government accounted for 10% or more of our rental revenue for the three and nine months ended September 30, 2017 and 2016, as follows:~~

Three Months Ended September 30, Nine Months Ended September 30,
(Dollars in thousands) 2017 2016 2017 2016
U.S. federal government $ 22,492
$ 27,594
$ 68,869
$ 74,939
Percentage of office segment revenue 22.6 % 30.5 % 25.3 % 28.5 %
Percentage of total rental revenue 17.8 % 24.3 % 20.0 % 22.9 %

services.

Basis of Presentation

The accompanying unaudited condensed consolidated ~~and combined~~ financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, these ~~unaudited~~ condensed consolidated ~~and combined~~ financial statements do not contain certain information required in annual financial statements and notes as required under GAAP. In our opinion, all adjustments considered necessary for a fair presentation have been included, and all such adjustments are of a normal recurring nature. All intercompany transactions and balances have been eliminated. The results of operations

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for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 are not necessarily indicative of the results that may be expected for a full year. These condensed consolidated ~~and combined~~ financial statements should be read in conjunction with our ~~Registration Statement~~Annual Report on Form ~~10, as amended,~~10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission ~~(the "SEC") and declared effective~~ on ~~June 26, 2017 as well as the final Information Statement filed with the SEC as Exhibit 99.1 to our Current Report on Form 8-K filed on June 27, 2017.~~

February 22, 2022 ("Annual Report").

The accompanying condensed consolidated ~~and combined~~ financial statements include ~~the~~our accounts and those of our wholly owned subsidiaries and consolidated variable interest entities ("VIEs"), including JBG SMITH and our wholly-owned subsidiaries and those other entities in which we have a controlling financial interest, including where we have been determined to be a primary beneficiary of a variable interest entity ("VIE").LP. See Note 65 for ~~more~~additional information on our ~~consolidated~~ VIEs. The portions of the equity and net income (loss) ~~income~~ of consolidated ~~subsidiaries~~entities that are not attributable to ~~JBG SMITH~~us are presented separately as amounts attributable to noncontrolling interests in ~~the~~our condensed consolidated ~~and combined~~ financial statements.

~~Combination~~

~~JBG SMITH and the Vornado Included Assets were under common control of Vornado for all periods prior~~

References to the Separation at July 17, 2017. The transfer of the Vornado Included Assets from Vornado to JBG SMITH was completed prior to the Separation, at net book values (historical carrying amounts) carved out from Vornado’s books and records. For purposes of the formation of JBG SMITH, the Vornado Included Assets were designated as the predecessor and the accounting acquirer of JBG SMITH. Consequently, theour financial statements ~~of JBG SMITH, as set forth herein, represent a continuation of the~~refer to our unaudited condensed consolidated financial ~~information of the Vornado Included Assets as the predecessor and accounting acquirer such that the historical financial information included herein~~statements as of ~~any date or~~June 30, 2022 and December 31, 2021, and for ~~any periods on or prior~~the three and six months ended June 30, 2022 and 2021. References to ~~the completion of the Combination represents the pre-Combination financial information of the Vornado Included Assets. The financial statements reflect the common shares~~our balance sheets refer to our condensed consolidated balance sheets as of ~~the date of the Separation as outstanding for all prior periods prior~~June 30, 2022 and December 31, 2021. References to July 17, 2017. The acquisition of the management business and certain assets and liabilities of JBG completed subsequently by JBG SMITH was accounted for as a business combination using the acquisition method whereby identifiable assets acquired and liabilities assumed are recorded at the acquisition-date fair values and income and cash flows from the operations were consolidated into the financialour statements of ~~JBG SMITH commencing July 18, 2017.~~

~~The accompanying~~operations refer to our condensed consolidated ~~and combined~~ statements of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017 include our consolidated accounts~~2022 and the combined accounts of the Vornado Included Assets. Accordingly, the results of operations for the three and nine months ended September 30, 2017 reflect the aggregate operations and changes in cash flows and equity on a combined basis for all periods prior to July 17, 2017 and on a consolidated basis for all periods subsequent to July 17, 2017. The accompanying condensed combined financial statements for the three and nine months ended September 30, 2016 include the Vornado Included Assets. Therefore, the discussion of our results of operations, cash flows and financial condition set forth in this report is not necessarily indicative of our future results of operations, cash flows or financial condition as an independent, publicly traded company.

2021. References to ~~the financial~~our statements of comprehensive income (loss) refer to our condensed consolidated ~~and combined financial~~ statements as of ~~September 30, 2017 and December 31, 2016, and~~comprehensive income (loss) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and 2016. References to the balance sheets refer to our condensed consolidated and combined balance sheets as of September 30, 2017 and December 31, 2016. References to the statement of operations refer to our condensed consolidated and combined statements of operations for the three

and nine months ended September 30, 2017 and 2016. References to the statement of cash flows refer to our condensed consolidated and combined statements of cash flows for the nine months ended September 30, 2017 and 2016.

The historical financial results for the Vornado Included Assets reflect charges for certain corporate costs allocated by the former parent which we believe are reasonable. These charges were based on either actual costs incurred or a proportion of costs estimated2021.

Income Taxes

We have elected to be applicable to the Vornado Included Assets based on an analysis of key metrics, including total revenues. Such costs do not necessarily reflect what the actual costs would have been if JBG SMITH had been operatingtaxed as a ~~separate standalone public company. These charges are discussed further in Note 17.~~

~~Recasting of 2016 Financial Information~~

~~The historical financial information~~REIT under sections 856-860 of the ~~Vornado Included Assets was recast~~Internal Revenue Code of 1986, as amended (the "Code"). Under those sections, a REIT which distributes at least 90% of its REIT taxable income as dividends to ~~exclude Vornado's interest~~its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. We currently adhere and intend to continue to adhere to these requirements and to maintain our REIT status in ~~Rosslyn Plaza~~future periods. We also participate in the activities conducted by our subsidiary entities that have elected to be treated as ~~it was omitted~~taxable REIT subsidiaries under the Code. As such, we are subject to federal, state and local taxes on the income from ~~the Separation. Financial information disclosed herein as of any date or for any periods on or prior~~those activities.

Reclassification

Intangible assets totaling $202.0 million were reclassified from "Other assets, net" to ~~the completion of the Separation represents such recast amounts.~~

~~Reclassifications~~

~~Certain prior period data have been reclassified to conform to the current period presentation as follows:~~

~~Reclassification of $4.0 million of investments to "Other assets" on~~"Intangible assets, net" in our balance sheet as of December 31, ~~2016 as a result of the revision in the line item "Investments in and advances~~2021 to ~~unconsolidated real estate ventures" on~~present intangible assets separately from other assets, which is consistent with our ~~balance sheet to include only real estate investments.~~

Reclassification of $4.8 million and $14.3 million of expenses for the three and nine months ended September 30, 2016, respectively, to “General and administrative: third-party real estate services” from “Property operating expenses” as it relates to known expenses incurred to operate our third-party real estate services. Additionally, we reclassified $2.0 million and $6.0 million of income for the three and nine months ended September 30, 2016, respectively, to “Third-party real estate services, including reimbursements” from “Other income” as it relates to revenue earned from our third-party business.

current year presentation.

2.Summary of Significant Accounting Policies

Significant Accounting Policies

There were no material changes to our significant accounting policies disclosed in our Annual Report.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires ~~management~~us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities atas of the date of the financial statements and the reported amounts of revenue and expenses during the reporting ~~period. Actual results could differ from those estimates.~~

~~Business Combinations~~

We account for business combinations, including the acquisition of real estate, using the acquisition method by recognizing and measuring the identifiable assets acquired, liabilities assumed, and any noncontrolling interests in the acquiree at their acquisition date fair values. As a result, upon the acquisition, we estimate the fair value of the acquired tangible assets (consisting of real estate, cash and cash equivalents, tenant and other receivables, investments in unconsolidated real estate ventures and other assets, as applicable), identified intangible assets and liabilities (consisting of the value of in-place leases, above- and below-market leases, options to enter into ground lease and management contracts, as applicable), assumed debt and other liabilities, and noncontrolling interests, as applicable, based on our evaluation of information and estimates available at that date. Based on these estimates, we allocate the purchase price to the identified assets acquired and liabilities assumed. Any excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Any excess of the fair value of assets acquired over the purchase price is recorded as a gain on bargain purchase. If, up to one year from the acquisition date, information regarding the fair value of the net assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments are made on a prospective basis to the purchase price allocation, which may include adjustments to identified assets, assumed liabilities, and goodwill or the gain on bargain purchase, as applicable. Transaction costs related to business combinations are expensed as incurred and included in "Transaction and other costs" in our statements of operations.

The fair values of tangible real estate assets are determined using the “as-if vacant” approach whereby we use discounted income, or cash flow models with inputs and assumptions that we believe are consistent with current market conditions for similar assets.periods. The most significant ~~assumptions in determining the allocation~~ of ~~the purchase price to tangible assets are the exit capitalization rate, discount rate, estimated market rents and hypothetical expected lease-up periods.~~

~~The fair values of identified intangible assets are determined based on the following:~~

The value allocable to the above- or below-market component of an acquired in-place lease is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference betweenthese estimates include: (i) the contractual amounts to be received pursuant to the lease over its remaining term and (ii) management’s estimate of the amounts that would be received using market rates over the remaining term of the lease. Amounts allocated to above- market leases are recorded as "Identified intangible assets" in "Other assets, net" in the balance sheets, and amounts allocated to below-market leases are recorded as "Lease intangible liabilities" in "Other liabilities, net" in the balance sheets. These intangibles are amortized to "Property rentals" in our statements of operations over the remaining terms of the respective leases.

Factors considered in determining the value allocable to in-place leases include estimates, during hypothetical lease-up periods, related to space that is actually leased at the time of acquisition. These estimates include (i) lost rent at market rates, (ii) fixed operating costs that will be recovered from tenants and (iii) theoretical leasing commissions required to execute similar leases. These intangible assets are recorded as "Identified intangible assets" in "Other assets, net" in the balance sheets and are amortized over the remaining term of the existing lease.

The fair value of the in-place property management, leasing, asset management, and development and construction management contracts is based on revenue and expense projections over the estimated life of each contract discounted using a market discount rate. These management contract intangibles are amortized over the weighted average life of the management contracts.

The fair value of investments in unconsolidated real estate ventures and related noncontrolling interests is based on the estimated fair values of the identified assets acquired and liabilities assumed of each entity.

The fair value of the mortgages payable assumed was determined using current market interest rates for comparable debt financings. The fair values of the interest rate swaps and caps are based on the estimated amounts we would receive or pay to terminate the contract at the reporting date and are determined using interest rate pricing models and observable inputs. The carrying value of cash, restricted cash, working capital balances, leasehold improvements and equipment, and other assets acquired and liabilities assumed approximates fair value.

The results of operations of acquisitions are included in our financial statements as of the dates they are acquired. The intangible assets and liabilities associated with acquisitions are included in "Other assets, net" and "Other liabilities, net", respectively, in our balance sheets.

~~Real Estate~~

Real estate is carried at cost, net of accumulated depreciation and amortization. Maintenance and repairs are expensed as incurred. As real estate is undergoing redevelopment activities, all property operating expenses directly associated with and attributable to the redevelopment, including interest expense, are capitalized to the extent that we believe such costs are recoverable through the value of the property. The capitalization period begins when redevelopment activities are underway and ends when the project is substantially complete. General and administrative costs are expensed as incurred. Depreciation requires an estimate by management of the useful life of each property and improvement as well as an allocation of the costs associated with a property to its various components. Depreciation is recognized on a straight‑line basis over estimated useful lives, which range from three to 40 years. Tenant allowances are amortized on a straight‑line basis over the lives of the related leases, which approximate the useful lives of the tenant improvements.

Construction in progress, including land, is carried at cost, and no depreciation is recorded. Real estate undergoing significant renovations and improvements is considered under development. All direct and indirect costs related to development activities are capitalized into "Construction in progress, including land" on our balance sheets, except for certain demolition costs, which are expensed as incurred. Costs incurred include pre-development expenditures directly related to a specific project, development and construction costs, interest, insurance and real estate taxes. Indirect development costs include employee salaries and benefits, travel and other related costs that are directly associated with the development real estate. Our method of calculating capitalized interest expense is based upon applying our weighted average borrowing rate to the actual accumulated expenditures if the property does not have property specific debt. The capitalization of such expenses ceases when the real estate is ready for its intended use, but no later than one-year from substantial completion of major construction activity. If we determine that a project is no longer viable, all pre-development project costs are immediately expensed. Similar costs related to properties not under development are expensed as incurred.

Our assets and related intangible assets are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the sum of the undiscountedunderlying cash flows ~~expected to result from the use~~ and ~~eventual disposition of the asset. Estimates~~

~~of future cash flows are based on our current plans, intended~~ holding periods ~~and available market information at the time the analyses are prepared. An~~used in assessing impairment loss is recognized only if the carrying amount of the asset is not recoverable and is measured based on the excess of the property’s carrying amount over its estimated fair value. If our estimates of future cash flows, anticipated holding periods, or fair values change, based on market conditions or otherwise, our evaluation of impairment charges may be different and such differences could be material to our financial statements. Estimates of future cash flows are subjective and are based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results.

~~Real Estate Held for Sale~~

Real estate held for sale is recorded at the lower of the carrying amount or the expected sales price less costs to sell. Operations of real estate held for sale and real estate sold are reported in continuing operations if their disposition does not represent a strategic shift that has or will have a major effect on our operations and financial results.

~~The application of the accounting principles that govern the classification any~~ of our real estate ~~as held~~assets; (ii) the determination of useful lives for ~~sale requires management to make certain significant judgments. In evaluating whether~~tangible and intangible assets; and (iii) the assessment of the collectability of receivables, including deferred rent receivables. Longer estimated holding periods for real estate ~~meets~~assets directly reduce the ~~held~~likelihood of recording an impairment loss. If there is a change in the strategy for an asset or if market conditions dictate an earlier sale ~~criteria set forth by the Property, Plant~~date, an impairment loss may be recognized, and ~~Equipment Topic~~such loss could be material.

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Recent Accounting Pronouncements

Reference Rate Reform

In March 2020, the Financial Accounting Standards Board ~~("FASB")~~issued Accounting Standards ~~Codification~~Update 2020-04, Reference Rate Reform ("~~ASC"~~Topic 848"),. Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in Topic 848 is optional and may be elected over the period of March 12, 2020 through December 31, 2022 as reference rate reform activities occur. During the six months ended June 30, 2022, we ~~make a determination as~~elected to apply the ~~point~~hedge accounting expedient that allows us to continue to amortize previously deferred gains and losses in ~~time~~accumulated other comprehensive income (loss) related to terminated hedges into earnings in accordance with the underlying hedged forecasted transactions. We have elected to apply the hedge accounting expedients related to (i) the assertion that ~~it is~~our hedged forecasted transactions remain probable and (ii) the assessments of effectiveness for future London Interbank Offered Rate ("LIBOR") indexed cash flows to assume that ~~a sale~~the index upon which future hedged transactions will be ~~consummated. Given~~based matches the ~~nature~~index on the corresponding derivatives. Application of ~~all real estate sales contracts, it is not unusual for such contracts to allow potential buyers a period~~these expedients preserves the past presentation of ~~time~~our derivatives. We will continue to evaluate the ~~property prior to formal acceptance~~impact of the ~~contract. In addition, certain~~guidance and may apply other ~~matters critical to~~elections, as applicable.

3.Dispositions and Assets Held for Sale

Dispositions

The following is a summary of activity for the ~~final sale, such as financing arrangements, often remain pending even upon contract acceptance. As a result,~~six months ended June 30, 2022:


									Gain (Loss)
				Total	Gross		Cash		on the Sale
				Square	Sales		Proceeds		of Real
Date Disposed	Assets	Segment	Location	Feet	Price		from Sale		Estate

				(In thousands)
March 28, 2022	Development Parcel	Other	Arlington, Virginia	—	$	3,250	$	3,149	$	(136)
April 1, 2022	Universal Buildings ⁽¹⁾	Commercial	Washington, D.C.	659		228,000		194,737		41,245
April 13, 2022	7200 Wisconsin Avenue, 1730 M Street, RTC-West and Courthouse Plaza 1 and 2 ⁽²⁾	Commercial/ Other	Bethesda, Maryland, Washington, D.C., Reston, Virginia, Arlington, Virginia	2,944		580,000		527,694		(3,980)
May 25, 2022	Pen Place ⁽³⁾	Other	Arlington, Virginia	2,082		198,000		197,528		121,502
				5,685	$	1,009,250	$	923,108	$	158,631

(1)	Cash proceeds from sale excludes a lease termination fee of $24.3 million received during the first quarter of 2022.

(2)

Assets were sold to an unconsolidated real estate venture. See Note 4 for additional information. "RTC-West" refers to RTC-West, RTC-West Trophy Office and RTC-West Land. Total square feet include 1.4 million square feet of estimated potential development density. In April 2022, $164.8 million of mortgages payable related to 1730 M Street and RTC-West were repaid.

(3)	Total square feet represent estimated or approved potential development density.

During the six months ended June 30, 2022, our unconsolidated real estate ~~under contract may not close within the expected time period or may not close at all. Therefore, any real estate categorized as held~~ventures sold several assets. See Note 4 for ~~sale represents only those properties that management has determined are probable to close within the requirements set forth in the Property, Plant and Equipment Topic of the FASB ASC.~~

~~We do not have any real estate classified as~~additional information.

Assets Held for Sale

There were 0 assets held for sale as of ~~September~~June 30, ~~2017 and~~2022. The following is a summary of assets held for sale as of December 31, ~~2016.~~2021:



			Total	Assets Held
Assets	Segment	Location	Square Feet	for Sale

			(In thousands)
Pen Place ⁽¹⁾	Other	Arlington, Virginia	2,082	$	73,876

~~Cash and Cash Equivalents~~

~~Cash and cash equivalents consist~~

Table of ~~highly liquid investments with original maturities of three months or less and are carried at cost, which approximates fair value, due to their short‑term maturities.~~Contents

~~Restricted Cash~~

Restricted cash consists primarily of security deposits held on behalf of our tenants, cash escrowed under loan agreements for debt service, real estate taxes, property insurance and capital improvements.

~~Allowance for Doubtful Accounts~~

We periodically evaluate the collectability of amounts due from tenants, including the receivable arising from deferred rent receivable, and maintain an allowance for doubtful accounts for the estimated losses resulting from the inability of tenants to make required payments under lease agreements. We exercise judgment in establishing these allowances and consider payment history and current credit status in developing these estimates.

(1)	Sold to Amazon in May 2022. Total square feet represent estimated or approved potential development density.

4.Investments in ~~and Advances to~~Unconsolidated Real Estate Ventures

~~We analyze our real estate ventures to determine whether the respective entities should be consolidated. If it~~

The following is ~~determined that these investments do not require consolidation because the entities are not VIEs in accordance with the Consolidation Topic~~a summary of the FASB ASC, we are not considered the primary beneficiary of the entities determined to be VIEs, we do not have voting control, and/or the limited partners (or non-managing members) have substantive participatory rights, then the selection of the accounting method used to account for our investments in unconsolidated real estate ventures:


	Effective
	Ownership
Real Estate Venture Partners	Interest ⁽¹⁾	June 30, 2022		December 31, 2021

		(In thousands)
Prudential Global Investment Management	50.0%	$	205,965	$	208,421
Landmark Partners ("Landmark")	18.0% - 49.0%		25,437		28,298
CBREI Venture ⁽²⁾	5.0% - 64.0%		56,170		57,812
Canadian Pension Plan Investment Board ("CPPIB")	55.0%		1,358		48,498
J.P. Morgan Global Alternatives ("J.P. Morgan") ⁽³⁾	50.0%		60,203		52,769
Berkshire Group	50.0%		50,941		52,770
Brandywine Realty Trust	30.0%		13,694		13,693
Other			581		624
Total investments in unconsolidated real estate ventures ⁽⁴⁾		$	414,349	$	462,885

(1)	Reflects our effective ownership interests in the underlying real estate as of June 30, 2022. We have multiple investments with certain venture partners with varying ownership interests in the underlying real estate.

(2)	On August 1, 2022, we acquired the remaining 36.0% ownership interest in Atlantic Plumbing, a multifamily asset owned by the venture, for $19.7 million.

(3)	J.P. Morgan is the advisor for an institutional investor.

(4)

As of June 30, 2022 and December 31, 2021, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $12.6 million and $18.6 million, resulting principally from capitalized interest and our 0 investment balance in the real estate venture with CPPIB that owns 1101 17th Street.

On April 13, 2022, we formed an unconsolidated real estate venture with affiliates of Fortress Investment Group LLC ("Fortress") to recapitalize a 1.6 million square foot office portfolio and land parcels for a gross sales price of $580.0 million comprising 4 wholly owned commercial assets (7200 Wisconsin Avenue, 1730 M Street, RTC-West and Courthouse Plaza 1 and 2). Additionally, we contributed $66.1 million in cash for a 33.5% interest in the venture, while Fortress contributed $131.0 million for a 66.5% interest in the venture. In connection with the transaction, the venture obtained mortgage loans totaling $458.0 million secured by the properties, of which $402.0 million was drawn at closing. We provide asset management, property management and leasing services to the venture. Because our interest in the venture is ~~generally determined~~subordinated to a 15% preferred return to Fortress, we do not anticipate receiving any near-term cash flow distributions from it. As of June 30, 2022, our investment in the venture was 0, and we have discontinued applying the equity method as we have not guaranteed its obligations or otherwise committed to providing financial support.

We provide leasing, property management and other real estate services to our unconsolidated real estate ventures. We recognized revenue, including expense reimbursements, of $6.6 million and $12.2 million for the three and six months ended June 30, 2022, and $5.9 million and $11.8 million for the three and six months ended June 30, 2021, for such services.

We evaluate reconsideration events as we become aware of them. Reconsideration events include amendments to real estate venture agreements or changes in our partner's ability to make contributions to the venture. Under certain circumstances, we may purchase our partner's interest. A reconsideration event could cause us to consolidate an unconsolidated real estate venture in the future or deconsolidate a consolidated entity.

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The following is a summary of disposition activity by our unconsolidated real estate ventures for the six months ended June 30, 2022:

Mortgages

Proportionate

Real Estate

Gross

Payable

Share of

Venture

Ownership

Sales

Repaid by

Aggregate

Date Disposed

Partner

Assets

Percentage

Price

Venture

Gain ⁽¹⁾

(In thousands)

January 27, 2022

Landmark

The Alaire, The Terano and
12511 Parklawn Drive

1.8% - 18.0%

137,500

79,829

5,243

May 10, 2022

Landmark

Galvan

1.8%

152,500

89,500

407

June 1, 2022

CPPIB

1900 N Street

55.0%

265,000

151,709

529

6,179

(1)	Included in "Income (loss) from unconsolidated real estate ventures, net" in our statements of operations.

The following is a summary of the debt of our unconsolidated real estate ventures:


	Weighted
	Average Effective
	Interest Rate ⁽¹⁾	June 30, 2022		December 31, 2021

		(In thousands)
Variable rate ⁽²⁾	4.60%	$	499,076	$	785,369
Fixed rate ⁽³⁾	4.16%		275,016		309,813
Mortgages payable ⁽⁴⁾			774,092		1,095,182
Unamortized deferred financing costs			(597)		(5,239)
Mortgages payable, net ^{(4) (5)}		$	773,495	$	1,089,943

(1)	Weighted average effective interest rate as of June 30, 2022.

(2)	Includes variable rate mortgages payable with interest rate cap agreements.

(3)	Includes variable rate mortgages payable with interest rates fixed by interest rate swap agreements.

(4)	Excludes mortgages payable related to the unconsolidated real estate venture with Fortress.

(5)	See Note 17 for additional information on guarantees of the debt of certain of our unconsolidated real estate ventures.

The following is a summary of financial information for our unconsolidated real estate ventures:


	June 30, 2022		December 31, 2021

	(In thousands)
Combined balance sheet information: ⁽¹⁾
Real estate, net	$	1,684,823	$	2,116,290
Other assets, net		217,108		264,397
Total assets	$	1,901,931	$	2,380,687

Mortgages payable, net	$	773,495	$	1,089,943
Other liabilities, net		81,925		118,752
Total liabilities		855,420		1,208,695
Total equity		1,046,511		1,171,992
Total liabilities and equity	$	1,901,931	$	2,380,687

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	Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021		X	2022		2021

	(In thousands)
Combined income statement information: ⁽¹⁾
Total revenue	$	41,379	$	47,864		$	84,253	$	96,081
Operating income ⁽²⁾		36,108		41,493			84,534		43,207
Net income ⁽²⁾		25,127		33,356			64,410		26,830

(1)	Excludes amounts related to the unconsolidated real estate venture with Fortress.

(2)	Includes the gain on the sale of various assets totaling $32.3 million and $77.4 million during the three and six months ended June 30, 2022 and $38.1 million during the three and six months ended June 30, 2021.

5.Variable Interest Entities

We hold various interests in entities deemed to be VIEs, which we evaluate at acquisition, formation, after a change in the ownership agreement, after a change in the entity's economics or after any other reconsideration event to determine if the VIE should be consolidated in our financial statements or should no longer be considered a VIE. An entity is a VIE because it is in the development stage and/or does not hold sufficient equity at risk, or conducts substantially all its operations on behalf of an investor with disproportionately few voting ~~interests and the degree of influence we have over the entity. Management uses its judgment when determining~~rights. We will consolidate a VIE if we are the primary beneficiary of ~~or have a controlling financial interest in, an entity in~~the VIE, which ~~we have a variable interest. Factors considered in determining whether we have~~entails having the power to direct the activities that most significantly impact the ~~entity’s~~VIE’s economic ~~performance include risk and reward sharing, experience and financial condition~~performance. Certain criteria we assess in determining whether we are the primary beneficiary of the ~~other partners,~~VIE include our influence over significant business activities, our voting rights ~~involvement~~and any noncontrolling interest kick-out or participating rights.

Unconsolidated VIEs

As of June 30, 2022 and December 31, 2021, we had interests in entities deemed to be VIEs. Although we are engaged to act as the managing partner in charge of day-to-day ~~capital~~operations of these entities, we are not the primary beneficiary of these VIEs, as we do not hold unilateral power over activities that, when taken together, most significantly impact the respective VIE's economic performance. We account for our investment in these entities under the equity method. As of June 30, 2022 and ~~operating decisions and~~December 31, 2021, the ~~extent~~net carrying amounts of our ~~involvement~~investment in ~~the entity.~~

We use the equity method of accounting for investments in unconsolidated real estate ventures when we own 20% or more of the voting interests and have significant influence but do not have a controlling financial interest, or if we own less than 20% of the voting interests but have determined that we have significant influence. Under the equity method, we record our investments in and advances to these entities was $149.0 million and $145.2 million, which were included in ~~our balance sheets, and our proportionate share of earnings or losses earned by the real estate venture is recognized~~"Investments in ~~"(Loss) income of~~ unconsolidated real estate ventures" in our balance sheets. Our equity in the ~~accompanying statements~~income of ~~operations. We earn revenues~~unconsolidated VIEs is included in "Income (loss) from ~~the management services we provide to~~ unconsolidated ~~entities. These fees are determined in accordance with the terms specific to each arrangement and may include property and asset management fees or transactional fees for leasing,~~

~~acquisition, development and construction, financing, and legal services provided. We account for this revenue gross of our ownership interest in each respective~~ real estate ~~venture and recognize such revenue in "Third-party real estate services, including reimbursements"~~ventures, net" in our statements of operations. Our ~~proportionate share~~maximum loss exposure in these entities is limited to our investments, construction commitments and debt guarantees. See Note 17 for additional information.

Consolidated VIEs

JBG SMITH LP is our most significant consolidated VIE. We hold 88.4% of ~~related expenses~~the limited partnership interest in JBG SMITH LP, act as the general partner and exercise full responsibility, discretion and control over its day-to-day management. The noncontrolling interests of JBG SMITH LP do not have substantive liquidation rights, substantive kick-out rights without cause or substantive participating rights that could be exercised by a simple majority of noncontrolling interest limited partners (including by such a limited partner unilaterally). Because the noncontrolling interest holders do not have these rights, JBG SMITH LP is ~~recognized in "(Loss) income~~a VIE. As general partner, we have the power to direct the activities of ~~unconsolidated real estate ventures"~~JBG SMITH LP that most significantly affect its economic performance, and through our majority interest, we have both the right to receive benefits from and the obligation to absorb losses of JBG SMITH LP. Accordingly, we are the primary beneficiary of JBG SMITH LP and consolidate it in our ~~statements~~financial statements. Because we conduct our business through JBG SMITH LP, its total assets and liabilities comprise substantially all of ~~operations. We may also earn incremental promote distributions if certain financial return benchmarks are achieved upon ultimate disposition~~our consolidated assets and liabilities.

In conjunction with the acquisition of The Batley in November 2021, we entered into an agreement with a qualified intermediary to facilitate a like-kind exchange. As a result, the qualified intermediary was the legal owner of the ~~underlying properties. Management fees are recognized~~entity that owned this property as of December 31, 2021. We determined that the entity that owned the Batley was a VIE, and we were the primary beneficiary of the VIE. We consolidated the property and its operations as of the acquisition date. Legal ownership of this entity was transferred to us by the qualified intermediary when ~~earned,~~the like-kind exchange agreement was completed with the sale of Pen Place in May 2022, and ~~promote fees are recognized when certain earnings events have occurred,~~therefore, is not a VIE as of June 30, 2022.

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As of June 30, 2022, excluding JBG SMITH LP, we consolidated 2 VIEs with total assets of $135.4 million and liabilities of $24.6 million. As of December 31, 2021, excluding JBG SMITH LP, we consolidated 3 VIEs with total assets of $269.7 million and liabilities of $13.9 million. The assets of the VIEs can only be used to settle the obligations of the VIEs, and the ~~amount~~liabilities include third-party liabilities of the VIEs for which the creditors or beneficial interest holders do not have recourse against us.

6.Other Assets, Net

The following is ~~determinable~~a summary of other assets, net:


	June 30, 2022		December 31, 2021

	(In thousands)
Prepaid expenses	$	14,651	$	17,104
Derivative agreements, at fair value		26,334		951
Deferred financing costs, net		9,907		11,436
Deposits		1,870		1,938
Operating lease right-of-use assets		1,521		1,660
Finance lease right-of-use assets ⁽¹⁾		—		180,956
Other ⁽²⁾ ⁽³⁾		28,525		26,115
Total other assets, net	$	82,808	$	240,160

(1)	Represents assets related to finance ground leases at 1730 M Street and Courthouse Plaza 1 and 2, which were sold to an unconsolidated real estate venture in April 2022.

(2)

As of June 30, 2022 and December 31, 2021, included $14.8 million and $9.8 million of investments in funds, which invest in real estate focused technology companies, that are recorded at their fair value based on their reported net asset value. During the three and six months ended June 30, 2022, we recorded unrealized gains totaling $1.0 million and $1.2 million related to these investments, which are included in "Interest and other income (loss), net" in our statements of operations.

(3)

As of June 30, 2022 and December 31, 2021, included $8.6 million and $11.3 million of equity investments that are carried at cost. During the three and six months ended June 30, 2022, we recorded a realized gain of $178,000 and $14.1 million related to these investments, which is included in "Interest and other income (loss), net" in our statements of operations.

7.Debt

Mortgages Payable

The following is a summary of mortgages payable:


	Weighted Average
	Effective
	Interest Rate ⁽¹⁾	June 30, 2022		December 31, 2021

		(In thousands)
Variable rate ⁽²⁾	3.68%	$	857,446	$	867,246
Fixed rate ⁽³⁾	4.45%		763,681		921,013
Mortgages payable			1,621,127		1,788,259
Unamortized deferred financing costs and premium / discount, net ⁽⁴⁾			(8,958)		(10,560)
Mortgages payable, net		$	1,612,169	$	1,777,699

(1)	Weighted average effective interest rate as of June 30, 2022.

(2)	Includes variable rate mortgages payable with interest rate cap agreements.

(3)	Includes variable rate mortgages payable with interest rates fixed by interest rate swap agreements.

(4)	As of June 30, 2022 and December 31, 2021, excludes $5.7 million and $6.4 million of net deferred financing costs related to unfunded mortgage loans that were included in "Other assets, net."

As of June 30, 2022 and ~~collectible. Any promote fees are reflected in "(Loss) income from unconsolidated real estate ventures" in our statements of operations.~~

On a periodic basis, we evaluate our investments in unconsolidated entities for impairment. We assess whether there are any indicators, including underlying property operating performance and general market conditions, that the value of our investments in unconsolidated real estate ventures may be impaired. An investment in a real estate venture is considered impaired only if we determine that its fair value is less thanDecember 31, 2021, the net carrying value of real estate collateralizing our mortgages payable, totaled $1.6 billion and $1.8 billion. Our mortgages payable contain covenants that limit our ability to incur additional indebtedness on these properties and, in certain circumstances, require lender approval of tenant leases and/or yield

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maintenance upon repayment prior to maturity. Certain mortgages payable are recourse to us. See Note 17 for additional information.

As of June 30, 2022 and December 31, 2021, we had various interest rate swap and cap agreements on certain mortgages payable with an aggregate notional value of $1.2 billion and $1.3 billion. See Note 15 for additional information.

Credit Facility

As of June 30, 2022, our $1.4 billion credit facility consisted of a $1.0 billion revolving credit facility maturing in January 2025, a $200.0 million unsecured term loan ("Tranche A-1 Term Loan") maturing in January 2025 and a $200.0 million unsecured term loan ("Tranche A-2 Term Loan") maturing in July 2024. In January 2022, the ~~investment~~Tranche A-1 Term Loan was amended to extend the maturity date to January 2025 with 2 one-year extension options, and to amend the interest rate to Secured Overnight Financing Rate ("SOFR") plus 1.15% to SOFR plus 1.75%, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets. In connection with the loan amendment, we amended the related interest rate swaps, extending the maturity to July 2024 and converting the hedged rate from one-month LIBOR to one-month SOFR. The following is a summary of amounts outstanding under the credit facility:


	Effective
	Interest Rate ⁽¹⁾	June 30, 2022		December 31, 2021

		(In thousands)
Revolving credit facility ^{(2) (3) (4)}	2.84%	$	—	$	300,000

Tranche A-1 Term Loan ⁽⁵⁾	2.61%	$	200,000	$	200,000
Tranche A-2 Term Loan ⁽⁵⁾	2.49%		200,000		200,000
Unsecured term loans			400,000		400,000
Unamortized deferred financing costs, net			(1,500)		(1,336)
Unsecured term loans, net		$	398,500	$	398,664

(1)	Effective interest rate as of June 30, 2022. The interest rate for our revolving credit facility excludes a 0.15% facility fee.

(2)	As of June 30, 2022 and December 31, 2021, letters of credit with an aggregate face amount of $467,000 and $911,000 were outstanding under our revolving credit facility.

(3)	As of June 30, 2022 and December 31, 2021, excludes $4.2 million and $5.0 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net."

(4)	In July 2022, we borrowed $100.0 million under our revolving credit facility.

(5)

As of June 30, 2022 and December 31, 2021, the outstanding balance was fixed by interest rate swap agreements. As of June 30, 2022, the interest rate swaps mature in July 2024, fix SOFR at a weighted average interest rate of 1.46% for the Tranche A-1 Term Loan, and fix LIBOR at a weighted average interest rate of 1.34% for the Tranche A-2 Term Loan.

In July 2022, the Tranche A-2 Term Loan was amended to increase its borrowing capacity by $200.0 million. The incremental $200.0 million includes a one-year delayed draw feature, which was undrawn as of the date of this filing. The amendment extends the maturity date of the term loan from July 2024 to January 2028 and amends the interest rate to SOFR plus 1.25% to SOFR plus 1.80% per annum, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets. We also entered into 2 forward-starting interest rate swaps with an effective date of July 2024 and a total notional value of $200.0 million, which will effectively fix SOFR at a weighted average interest rate of 2.25% through the maturity date. Additionally, we amended the interest rate of the revolving credit facility to SOFR plus 1.15% to SOFR plus 1.60%, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets.

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8.Other Liabilities, Net

The following is a summary of other liabilities, net:


	June 30, 2022		December 31, 2021

	(In thousands)
Lease intangible liabilities, net		7,008		8,272
Lease assumption liabilities		3,970		5,399
Lease incentive liabilities		5,758		21,163
Liabilities related to operating lease right-of-use assets		5,868		6,910
Liabilities related to finance lease right-of-use assets ⁽¹⁾		—		162,510
Prepaid rent		14,752		19,852
Security deposits		13,973		18,188
Environmental liabilities		19,418		18,168
Deferred tax liability, net		6,888		5,340
Dividends payable		—		32,603
Derivative agreements, at fair value		—		18,361
Deferred purchase price related to the acquisition of a future development parcel		19,793		19,691
Other		14,424		6,108
Total other liabilities, net	$	111,852	$	342,565

(1)	Represents liabilities related to finance ground leases at 1730 M Street and Courthouse Plaza 1 and 2, which were sold to an unconsolidated real estate venture in April 2022.

9.Redeemable Noncontrolling Interests

JBG SMITH LP

OP Units held by persons other than JBG SMITH are redeemable for cash or, at our election, our common shares, subject to certain limitations. Vested LTIP Units are convertible into OP Units and, in ~~that~~turn redeemable into cash or, at our election, our common shares, subject to certain limitations. During the six months ended June 30, 2022 and 2021, unitholders redeemed 280,451 and 648,752 OP Units, which we elected to redeem for an equivalent number of our common shares. As of June 30, 2022, outstanding OP Units and redeemable LTIP Units totaled 15.3 million, representing an 11.6% ownership interest in JBG SMITH LP. In our balance sheets, our OP Units and certain vested LTIP Units are presented at the higher of their redemption value or their carrying value, with adjustments to the redemption value recognized in "Additional paid-in capital." Redemption value per OP Unit is equivalent to the market value of one of our common shares at the end of the period.

Consolidated Real Estate Venture

We are a partner in a consolidated real estate venture that owns a multifamily asset, The Wren located in Washington, D.C. Pursuant to the terms of the real estate venture agreement, we are obligated to fund all capital contributions until our ownership interest reaches a maximum of 97.0%. Our partner can redeem its interest for cash under certain conditions. As of June 30, 2022, we held a 96.0% ownership interest in the real estate venture.

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The following is a summary of the activity of redeemable noncontrolling interests:


	Three Months Ended June 30,
	2022						2021
			Consolidated						Consolidated
	JBG		Real Estate				JBG		Real Estate
	SMITH LP		Venture		Total		SMITH LP		Venture		Total

	(In thousands)
Balance, beginning of period	$	536,725	$	9,324	$	546,049	$	545,051	$	7,876	$	552,927
OP Unit redemptions		(1,762)		—		(1,762)		(17,761)		—		(17,761)
LTIP Units issued in lieu of cash bonuses ⁽¹⁾		987		—		987		797		—		797
Net income (loss)		18,240		8		18,248		(319)		(26)		(345)
Other comprehensive income		1,311		—		1,311		235		—		235
Distributions		(4,110)		(79)		(4,189)		(3,927)		—		(3,927)
Share-based compensation expense		12,369		—		12,369		12,807		—		12,807
Adjustment to redemption value		(50,334)		(1,287)		(51,621)		(712)		618		(94)
Balance, end of period	$	513,426	$	7,966	$	521,392	$	536,171	$	8,468	$	544,639

	Six Months Ended June 30,
	2022						2021
			Consolidated						Consolidated
	JBG		Real Estate				JBG		Real Estate
	SMITH LP		Venture		Total		SMITH LP		Venture		Total

	(In thousands)
Balance, beginning of period	$	513,268	$	9,457	$	522,725	$	522,882	$	7,866	$	530,748
OP Unit redemptions		(7,776)		—		(7,776)		(21,680)		—		(21,680)
LTIP Units issued in lieu of cash bonuses ⁽¹⁾		6,584		—		6,584		5,614		—		5,614
Net income (loss)		18,237		21		18,258		(2,516)		(59)		(2,575)
Other comprehensive income		4,277		—		4,277		1,208		—		1,208
Distributions		(4,110)		(148)		(4,258)		(5,289)		—		(5,289)
Share-based compensation expense		24,896		—		24,896		25,371		—		25,371
Adjustment to redemption value		(41,950)		(1,364)		(43,314)		10,581		661		11,242
Balance, end of period	$	513,426	$	7,966	$	521,392	$	536,171	$	8,468	$	544,639

(1)	See Note 11 for additional information.

10.Property Rental Revenue

The following is a summary of property rental revenue from our non-cancellable leases:


	Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021		X	2022		2021

	(In thousands)
Fixed	$	105,498	$	112,972		$	226,135	$	225,221
Variable		11,538		9,847			22,499		19,839
Property rental revenue	$	117,036	$	122,819		$	248,634	$	245,060

11.Share-Based Payments

LTIP Units and Time-Based LTIP Units

In January 2022, we granted to certain employees 660,785 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") and a weighted average grant-date fair value of $27.41 per unit that vest ratably over four years subject to continued employment. Compensation expense for these units is being recognized over a four-year period.

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In February 2022, we granted 252,206 fully vested LTIP Units to certain employees, who elected to receive all or a portion of their cash bonuses, related to 2021 service, as LTIP Units. The LTIP units had a weighted average grant-date fair value of $22.19 per unit. Compensation expense totaling $5.6 million for these LTIP Units was recognized in 2021.

In April 2022, as part of their annual compensation, we granted to non-employee trustees a total of 95,084 fully vested LTIP Units with a grant-date fair value of $20.90 per unit, which includes LTIP Units elected in lieu of cash retainers. The LTIP Units may not be sold while a trustee is serving on ~~an other-than-temporary basis. Cash flow projections~~the Board of Trustees.

The aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the six months ended June 30, 2022 was $25.7 million. The Time-Based LTIP Units and the LTIP Units were valued based on the closing common share price on the grant date, less a discount for post-grant restrictions. The discount was determined using Monte Carlo simulations based on the ~~investments consider property level factors such as expected future operating income, trends and prospects, as well as~~following significant assumptions:


Expected volatility		30.0% to 41.0%
Risk-free interest rate		0.4% to 2.9%
Post-grant restriction periods		2 to 6 years

Appreciation-Only LTIP Units ("AO LTIP Units")

In January 2022, we granted to certain employees 1.5 million performance-based AO LTIP Units with a weighted average grant-date fair value of $4.44 per unit. The AO LTIP Units are structured in the ~~effects~~form of ~~demand, competition and other factors. We consider various qualitative factors to determine if~~profits interests that provide for a ~~decrease~~share of appreciation determined by the increase in the value of ~~our investment is other-than-temporary. These factors include age~~a common share at the time of conversion over the participation threshold of $32.30. The AO LTIP Units are subject to a TSR modifier whereby the number of AO LTIP Units that will ultimately be earned will be increased or reduced by as much as 25%. The AO LTIP Units have a three-year performance period with 50% of the ~~venture, our intent and ability to retain our investment in~~AO LTIP Units that are earned vesting at the ~~entity, financial condition and long-term prospects~~end of the ~~entity~~three-year performance period and ~~relationships with our partners and banks. If we believe that~~ the ~~decline in~~remaining 50% vesting on the fourth anniversary of the grant date, subject to continued employment. The AO LTIPs expire on the tenth anniversary of their grant date.

The aggregate grant-date fair value of the ~~investment~~AO LTIP Units granted during the six months ended June 30, 2022 was $6.6 million, valued using Monte Carlo simulations based on the following significant assumptions:


Expected volatility		27.0%
Dividend yield		2.7%
Risk-free interest rate		1.6%

Performance-Based LTIP Units

In January 2022, 469,624 LTIP Units with performance-based vesting requirements ("Performance-Based LTIP Units"), which were unvested as of December 31, 2021, were forfeited as the performance measures were not met.

ESPP

Pursuant to the ESPP, employees purchased 39,851 common shares for $801,000 during the six months ended June 30, 2022. The following is ~~temporary, no impairment charge~~a summary of the significant assumptions used to value the ESPP common shares using the Black-Scholes model:


Expected volatility		23.0%
Dividend yield		1.6%
Risk-free interest rate		0.2%
Expected life		6 months

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Share-Based Compensation Expense

The following is ~~recorded. If our analysis indicates that there is an other-than temporary impairment~~a summary of share-based compensation expense:


	Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021		X	2022		2021

	(In thousands)
Time-Based LTIP Units	$	6,202	$	4,115		$	12,328	$	8,495
AO LTIP Units and Performance-Based LTIP Units		3,590		3,160			7,747		6,399
LTIP Units		1,000		1,091			1,000		1,091
Other equity awards ⁽¹⁾		1,399		1,459			2,826		2,922
Share-based compensation expense - other		12,191		9,825			23,901		18,907
Formation Awards		769		718			1,143		1,447
OP Units and LTIP Units ⁽²⁾		248		2,265			831		5,049
Special Time-Based LTIP Units and Special Performance-Based LTIP Units ⁽³⁾		560		1,458			1,847		2,890
Share-based compensation related to Formation Transaction and special equity awards ⁽⁴⁾		1,577		4,441			3,821		9,386
Total share-based compensation expense		13,768		14,266			27,722		28,293
Less: amount capitalized		(1,297)		(610)			(2,347)		(1,401)
Share-based compensation expense	$	12,471	$	13,656		$	25,375	$	26,892

(1)	Primarily comprised of compensation expense for: (i) fully vested LTIP Units issued to certain employees in lieu of all or a portion of any cash bonuses earned, (ii) restricted share units ("RSUs") and (iii) shares issued under our ESPP.

(2)	Represents share-based compensation expense for LTIP Units and OP Units issued in the Formation Transaction, which fully vested in July 2022.

(3)	Represents equity awards issued related to our successful pursuit of Amazon's additional headquarters in National Landing.

(4)	Included in "General and administrative expense: Share-based compensation related to Formation Transaction and special equity awards" in the accompanying statements of operations.

As of June 30, 2022, we had $63.3 million of total unrecognized compensation expense related to unvested share-based payment arrangements, which is expected to be recognized over a weighted average period of 3.3 years.

12.Transaction and Other Costs

The following is a summary of transaction and other costs:


	Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021		X	2022		2021

	(In thousands)
Demolition costs	$	406	$	439		$	428	$	1,447
Integration and severance costs		727		222			872		462
Completed, potential and pursued transaction expenses ⁽¹⁾		854		1,609			1,586		4,051
Transaction and other costs	$	1,987	$	2,270		$	2,886	$	5,960

(1)	Primarily consists of legal and dead deal costs related to pursued transactions.

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13.Interest Expense

The following is a summary of interest expense:


	Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021		X	2022		2021

	(In thousands)
Interest expense before capitalized interest	$	18,857	$	16,800		$	37,299	$	33,466
Amortization of deferred financing costs		1,121		1,045			2,251		2,092
Interest expense related to finance lease right-of-use assets		247		428			2,091		854
Net unrealized (gain) loss on derivative financial instruments designated as ineffective hedges		(2,027)		46			(5,394)		(87)
Capitalized interest		(2,157)		(1,546)			(3,928)		(3,256)
Interest expense	$	16,041	$	16,773		$	32,319	$	33,069

14.Shareholders' Equity and Earnings (Loss) Per Common Share

Common Shares Repurchased

In March 2020, our Board of Trustees authorized the ~~investment~~repurchase of up to $500.0 million of our outstanding common shares and in June 2022, increased the authorized repurchase amount by $500.0 million to an aggregate of $1.0 billion. During the three and six months ended June 30, 2022, we repurchased and retired 8.5 million and 11.8 million common shares for $213.9 million and $307.0 million, a ~~particular real estate venture,~~weighted average purchase price per share of $25.15 and $25.91. During the ~~carrying value~~six months ended June 30, 2021, we repurchased and retired 619,749 common shares for $19.2 million, a weighted average purchase price per share of $30.96. Since we began the share repurchase program, we have repurchased and retired 21.0 million common shares for $569.5 million, a weighted average purchase price per share of $27.12.

In July 2022, we repurchased and retired 1.5 million common shares for $36.0 million, a weighted average purchase price per share of $23.92, pursuant to a repurchase plan under Rule 10b5-1 of the ~~venture will be adjusted to an amount that reflects the estimated fair value~~Securities Exchange Act of 1934, as amended.

Earnings (Loss) Per Common Share

The following is a summary of the ~~investment.~~

~~Intangibles~~

~~Intangible assets consist~~calculation of ~~in-place leases, below-market ground rent obligations, above-market real estate leases, lease origination costs~~basic and ~~options to enter into ground lease that were recorded in connection with the acquisition of properties. Intangible assets also include management~~diluted earnings (loss) per common share and ~~leasing contracts acquired as part~~a reconciliation of the ~~Combination. Intangible liabilities consist~~amounts of ~~above-market ground rent obligations~~net income (loss) available to common shareholders used in calculating basic and ~~below-market real estate leases that are also recorded in connection with the acquisition~~diluted earnings (loss) per common share to net income (loss):


	Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021		X	2022		2021

	(In thousands, except per share amounts)
Net income (loss)	$	141,494	$	(3,318)		$	141,417	$	(27,387)
Net (income) loss attributable to redeemable noncontrolling interests		(18,248)		345			(18,258)		2,575
Net loss attributable to noncontrolling interests		29		—			84		1,108
Net income (loss) attributable to common shareholders		123,275		(2,973)			123,243		(23,704)
Distributions to participating securities		(12)		(734)			(12)		(734)
Net income (loss) available to common shareholders - basic and diluted	$	123,263	$	(3,707)		$	123,231	$	(24,438)

Weighted average number of common shares outstanding - basic and diluted		121,316		131,480			123,984		131,510

Earnings (loss) per common share - basic and diluted	$	1.02	$	(0.03)		$	0.99	$	(0.19)

Table of properties. Both intangible assets and liabilities are amortized and accreted using the straight-line method over their applicable remaining useful life. When a lease or contract is terminated early, any remaining unamortized or unaccreted balances are charged to earnings. Contents

The ~~useful lives of intangible assets are evaluated each reporting period with any changes in estimated useful lives being accounted for over the revised remaining useful life.~~

~~Deferred Costs~~

~~Deferred financing costs consist of loan issuance costs directly related to financing transactions that are deferred and amortized over the term~~effect of the related loan as a component of interest expense. Unamortized deferred financing costs related to our mortgages payable and unsecured term loan are presented as a direct deduction from the carrying amounts of the related debt instruments, while such costs related to our revolving credit facility are included in other assets.

Direct salaries, third-party fees and other costs incurred by us to originate a lease are capitalized in "Other assets, net" in the balance sheets and are amortized against the respective leases using the straight-line method over the term of the related leases.

~~Noncontrolling Interests~~

~~Redeemable noncontrolling interests consists~~redemption of OP Units, ~~issued~~Time-Based LTIP Units, fully vested LTIP Units and Special Time-Based LTIP Units that were outstanding as of June 30, 2022 and 2021 is excluded in ~~conjunction with~~ the ~~Formation Transaction. The~~computation of diluted earnings (loss) per common share as the assumed exchange of such units for common shares on a one-for-one basis was antidilutive (the assumed redemption of these units would have no impact on the determination of diluted earnings (loss) per share). Since OP Units, Time-Based LTIP Units, LTIP Units and Special Time-Based LTIP Units, which are ~~redeemable for our common shares or cash beginning August 1, 2018, subject to certain limitations. Redeemable~~held by noncontrolling interests, are ~~generally redeemable~~attributed gains at an identical proportion to the ~~option~~common shareholders, the gains attributable and their equivalent weighted average impact are excluded from net income (loss) available to common shareholders and from the weighted average number of common shares outstanding in calculating diluted earnings (loss) per common share. AO LTIP Units, Performance-Based LTIP Units, Formation Awards and RSUs, which totaled 6.0 million and 5.9 million for the ~~holder~~three and ~~are presented~~six months ended June 30, 2022, and 3.9 million for the three and six months ended June 30, 2021, were excluded from the calculation of diluted earnings (loss) per common share as they were antidilutive, but potentially could be dilutive in the ~~mezzanine section between total liabilities~~future.

Dividends Declared in July 2022

On July 29, 2022, our Board of Trustees declared a quarterly dividend of $0.225 per common share, payable on August 26, 2022 to shareholders of record as of August 12, 2022.

15.Fair Value Measurements

Fair Value Measurements on a Recurring Basis

To manage or hedge our exposure to interest rate risk, we follow established risk management policies and ~~shareholders' equity on~~procedures, including the ~~balance sheets. The carrying amount~~use of ~~redeemable noncontrolling interests is adjusted to its redemption value at the end~~a variety of ~~each reporting period, but no less than its initial carrying value, with such adjustments recognized in "Additional paid-in capital".~~

~~Noncontrolling interests in consolidated subsidiaries represents the portion of equity that we~~derivative financial instruments. We do not own in entities we consolidate, including interests in consolidated real estate ventures or VIEs in connection with property acquisitions. We identify our noncontrolling interests separately within the equity section on the balance sheets. See Note 10 for further information.

Amounts of consolidated net (loss) income attributable to redeemable noncontrolling interests and to the noncontrolling interests in consolidated subsidiaries are presented separately in the statements of operations.

~~Derivative Financial Instruments and Hedge Accounting~~

~~Derivative~~enter into derivative financial instruments ~~are used at times to manage exposure to variable interest rate risk. Derivative~~for speculative purposes.

As of June 30, 2022 and December 31, 2021, we had various derivative financial instruments consisting of interest rate ~~swaps~~swap and ~~caps,~~cap agreements that are ~~considered economic hedges, but not designated as accounting hedges, and are~~

~~carried~~measured at ~~their estimated~~ fair value on a recurring basis. ~~Realized~~The net unrealized gain (loss) on our derivative financial instruments designated as effective hedges was $21.6 million and ~~unrealized gains are~~($17.2) million as of June 30, 2022 and December 31, 2021 and was recorded in ~~"Interest and~~"Accumulated other ~~(loss)~~comprehensive income ~~net"~~(loss)" in our balance sheets, of which a portion was allocated to "Redeemable noncontrolling interests." Within the ~~statements~~next 12 months, we expect to reclassify $10.0 million of ~~operations in the period in which the change occurs.~~

~~Fair Value of Assets and Liabilities~~

~~ASC~~net unrealized gain as a decrease to interest expense.

Accounting Standards Codification 820 ("Topic 820"), Fair Value Measurement and Disclosures, defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ~~ASC~~Topic 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels:

Level 1 — quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities;

Level 2 — observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and

Level 3 — unobservable inputs that are used when little or no market data is available.

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value.

~~Revenue Recognition~~

Property rentals income includes base rents that each tenant pays in accordance with the terms of its respective lease and is reported on a straight-line basis over the non-cancellable term of the lease, which includes the effects of periodic step-ups in rent and rent abatements under the leases. We commence rental revenue recognition when the tenant takes possession of the leased space or controls the physical use of the leased space and the leased space is substantially ready for its intended use. In circumstances where we provide a tenant improvement allowance for improvements that are owned by the tenant, we recognize the allowance as a reduction of property rentals revenue on a straight-line basis over the term of the lease. Differences between rental income recognized and amounts due under the respective lease agreements are recorded as an increase or decrease to “Deferred rent receivable, net” on our balance sheets. Property rentals also includes the amortization of acquired above-and below-market leases, net.

Tenant reimbursements provide for the recovery of all or a portion of the operating expenses and real estate taxes of the respective assets. Tenant reimbursements are accrued in the same periods as the related expenses are incurred.

Third-party real estate services revenue, including reimbursements, is determined in accordance with the terms specific to each arrangement and may include property and asset management fees or transactional fees for leasing, acquisition, development and construction, financing, and legal services provided. These fees are determined in accordance with the terms specific to each arrangement and are recognized as the related services are performed. Development and construction fees earned from providing services to our unconsolidated real estate joint ventures are recorded on a percentage of completion basis.

~~Third-Party Real Estate Services Expenses~~

Third-party real estate services expenses include the costs associated with the management services provided to our unconsolidated real estate joint ventures and other third parties. We allocate personnel and other overhead costs using the estimates of the time spent performing services for our third-party business and other allocation methodologies.

~~Income Taxes~~

We intend to elect to be taxed as a REIT under sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code"), commencing with the filing of our tax return for the 2017 calendar year, effective for our tax year ending December 31, 2017. Under those sections, a REIT which distributes at least 90% of its REIT taxable income as dividends to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. Prior to the Separation, the Vornado Included Assets historically operated under Vornado’s REIT structure. Since Vornado operates as a REIT and distributes 100% of taxable income to its shareholders, no provision for federal income taxes has been made in the accompanying financial statements for the periods prior to the Separation. We intend to continue to adhere to these requirements and maintain our REIT status in future periods.

As a REIT, we are allowed to reduce taxable income by all or a portion of our distributions to shareholders. Future distributions will be declared and paid at the discretion of the Board of Trustees and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual dividend requirements under the REIT provisions of the Code, as amended, and such other factors as our Board of Trustees deems relevant.

We also participate in certain activities conducted by entities which elected to be treated as taxable REIT subsidiaries ("TRS") under the Code. As such, we are subject to federal, state, and local taxes on the income from these activities. Income taxes attributable to our TRSs are accounted for under the asset and liability method. Under the asset and liability method, deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future.

ASC 740-10, Income Taxes, provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740-10 requires the evaluation of tax positions taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold are recorded as a tax expense in the current year. As of September 30, 2017, and December 31, 2016, we determined that no liabilities are required in connection with uncertain tax positions.

~~(Loss) Earnings Per Share~~

Basic (loss) earnings per common share ("EPS") is computed by dividing net (loss) income attributable to common shareholders by the weighted average common shares outstanding during the period. Unvested and vested share-based payment awards that entitle holders to receive non-forfeitable dividends, which include OP Units, long-term incentive partnership units ("LTIP Units") and out-performance award units ("OPP Units"), are considered participating securities. Consequently, we are required to apply the two-class method of computing basic and diluted earnings that would otherwise have been available to common shareholders. Under the two-class method, earnings for the period are allocated between common shareholders and participating securities based on their respective rights to receive dividends. During periods of net loss, losses are allocated only to the extent the participating securities are required to absorb their share of such losses. Diluted earnings per common share reflects the potential dilution of the assumed exchange of various units into common shares unvested share-based payment awards to the extent they are dilutive.

~~Share-Based Compensation~~

We granted OP Units, formation awards ("Formation Awards"), LTIP Units and OPP Units to our trustees, management and employees in connection with the Separation and Combination. The term and vesting of each award were determined by the compensation committee of our Board of Trustees (the “Compensation Committee”).

Fair value is determined, depending on the type of award, using the Monte Carlo method or post-vesting restriction periods, which is intended to estimate the fair value of the awards at the grant date using dividend yields and expected volatilities that are primarily based on available implied data and peer group companies' historical data. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The shortcut method is used for determining the expected life used in the valuation method.

Compensation expense for the Formation Awards, LTIP Units, OPP Units and certain OP Units is based on the fair value of our common shares at the date of the grant and is recognized ratably over the vesting period. For grants with a graded vesting schedule that are only subject to service conditions, we have elected to recognize compensation expense on a straight-line basis.

We also elected to account for forfeitures as they occur, rather than estimate expected forfeitures. Distributions paid on unvested OP Units, LTIPs and OPPs are charged to “net income attributable to noncontrolling interests” in the statements of operations.

~~Recent Accounting Pronouncements~~

~~The following table provides a brief description of recent accounting pronouncements (Accounting Standards Update or "ASU") by the FASB that could have a material effect on our financial statements:~~



~~Standard~~	~~Description~~	~~Date of Adoption~~	~~Effect on the Financial Statements or Other~~ ~~Significant Matters~~
~~Standards not yet adopted~~
~~ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities~~	The standard provides new guidance for the determination of eligibility for hedge accounting and effectiveness. It also amends the presentation and disclosure requirements. ASU 2017-12 requires a modified retrospective transition method which requires the recognition of the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of the date of adoption.	~~January 2019~~	~~We are currently evaluating the overall impact of the adoption of ASU 2017-12. The adoption of this standard is not expected to have a material impact on our financial statements.~~
~~ASU 2017‑09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting~~	This standard clarifies which changes to the terms or conditions of a share-based payment award are subject to the guidance on modification accounting under ASC Topic 718. Entities would apply the modification accounting guidance unless the value, vesting requirements and classification of a share-based payment award are the same immediately before and after a change to the terms or conditions of the award.	~~January 2018~~	~~We are currently evaluating the overall impact of the adoption of ASU 2017-09. The adoption of this standard is not expected to have a material impact on our financial statements.~~
~~ASU 2017‑05, Other Income—Gains and Losses from the Derecognition~~ ~~of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for~~ ~~Partial Sales of Nonfinancial Assets~~	This standard clarifies the scope of recently established guidance on nonfinancial asset derecognition as well as the accounting for partial sales of nonfinancial assets. This update conforms the derecognition guidance on nonfinancial assets with the model for transactions in ASC 606.	~~January 2018~~	~~The adoption of this standard is not expected to have a material impact on our financial statements.~~
~~ASU 2016-15,~~ ~~Statement of Cash~~ ~~Flows (Topic 230):~~ ~~Classification of~~ ~~Certain Cash~~ ~~Receipts and Cash~~ ~~Payments and ASU~~ ~~2016-18, Statement~~ ~~of Cash Flows~~ ~~(Topic 230):~~ ~~Restricted Cash~~	These standards amend the existing guidance and address specific cash flow issues with the objective of reducing existing diversity in practice. ASU 2016-15 addresses eight specific cash flow issues and ASU 2016-18 specifically addresses presentation of restricted cash and restricted cash equivalents in the statements of cash flows. These standards require a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, entities may apply the amendments prospectively as of the earliest date practicable.	~~January 2018~~	~~Other than the revised statement of cash flows presentation of restricted cash, the adoption of these standards is not expected to have a material impact on our financial statements.~~



~~Standard~~	~~Description~~	~~Date of Adoption~~	~~Effect on the Financial Statements or Other~~ ~~Significant Matters~~
~~ASU 2016-02, Leases (Topic 842)~~	This standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. Lessees are required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. Lessees will recognize expense based on the effective interest method for finance leases or on a straight-line basis for operating leases.	~~January 2019~~	We are currently evaluating the overall impact of the adoption of ASU 2016-02 on our financial statements, including the timing of adopting this standard. ASU 2016-02 will more significantly impact the accounting for leases in which we are the lessee. We have ground leases for which we will be required to record a right-of-use asset and lease liability equal to the present value of the remaining minimum lease payments upon adoption of this standard. We also expect that this standard will have an impact on the presentation of certain lease and non‑lease components of revenue from leases with no material impact to total revenue. Under ASU 2016-02, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, we may no longer be able to capitalize internal leasing costs and instead may be required to expense these costs as incurred.
~~ASU 2014-09, Revenue from Contracts with Customers (Topic 606), as clarified and amended by ASU 2016-08, ASU 2016-10 and ASU 2016-12~~	This standard establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. It requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. This standard may be adopted either retrospectively or on a modified retrospective basis.	~~January 2018~~	We currently expect to utilize the modified retrospective method of adoption. We have commenced the execution of our project plan for adopting this standard, which consists of gathering and evaluating the inventory of our revenue streams. We expect this standard will have an impact on the presentation of certain lease and non-lease components of revenue from leases upon the adoption of ASU 2016‑02, Leases, with no material impact on total revenues. We expect this standard will have an impact on the timing of gains on certain sales of real estate. We are continuing to evaluate the impact of this standard on our financial statements.


3.	~~The Combination~~

~~On July 18, 2017, we completed the Combination and acquired the JBG Assets in exchange for approximately~~ ~~37.2 million~~ common shares and OP Units. The Combination has been accounted for at fair value under the acquisition method of accounting. The following allocation of the purchase price is based on preliminary estimates and assumptions and is subject to change based on a final determination of the assets acquired and liabilities assumed (in thousands):

Fair value of purchase consideration:
Common shares and OP Units $ 1,224,886
Cash 20,573
Total consideration paid $ 1,245,459

Fair value of assets acquired and liabilities assumed:
Land and improvements $ 342,932
Building and improvements 623,889
Construction in progress, including land 632,664
Leasehold improvements and equipment 7,890
Cash 104,516
Restricted cash 13,460
Investments in and advances to unconsolidated real estate ventures 238,388
Identified intangible assets 146,600
Notes receivable ⁽¹⁾
50,934
Identified intangible liabilities (8,449 )
Mortgages payable assumed ⁽²⁾
(768,523 )
Capital lease obligations assumed ⁽³⁾
(33,543 )
Deferred tax liability ⁽⁴⁾
(21,476 )
Other liabilities acquired, net (52,065 )
Noncontrolling interests in consolidated subsidiaries (3,987 )
Net assets acquired 1,273,230
Gain on bargain purchase ⁽⁵⁾
27,771
Total consideration paid $ 1,245,459

~~____________________~~


⁽¹⁾	~~During the three months ended September 30, 2017, we received proceeds of $50.9 million from the repayment of the notes receivable acquired as part of the Combination.~~


⁽²⁾	~~Subject to various interest rate swap and cap agreements assumed in the Combination that are considered economic hedges, but not designated as accounting hedges.~~


⁽³⁾	As part of the Combination, two ground leases were assumed that were capital leases. On July 25, 2017, we purchased a land parcel located in Reston, Virginia associated with one of the ground leases for $19.5 million.


⁽⁴⁾	~~Related to the management and leasing contracts acquired in the Combination.~~

⁽⁵⁾

The Combination resulted in a gain on bargain purchase because the estimated fair value of the identifiable net assets acquired exceeded the purchase consideration by $27.8 million. The purchase consideration was based on the fair value of the common shares and OP Units issued in the Combination. We continue to reassess the recognition and measurement of identifiable assets and liabilities acquired and have preliminarily concluded that all acquired assets and liabilities were recognized and that the valuation procedures and resulting estimates of fair values were appropriate.

~~The fair value of the common shares and OP Units purchase consideration was determined as follows~~ (i~~n thousands, except exchange ratio and price per share/unit):~~

Outstanding common shares and common limited partnership units prior to the Combination 100,571
Exchange ratio ⁽¹⁾
2.71
Common shares and OP Units issued in consideration 37,164
Price per share/unit ⁽²⁾
$ 37.10
Fair value of common shares and OP Units issued in consideration $ 1,378,780
Fair value adjustment to OP Units due to transfer restrictions (43,303 )
Portion of consideration attributable to performance of future services ⁽³⁾
(110,591 )
Fair value of common shares and OP Units purchase consideration $ 1,224,886

~~____________________~~


⁽¹⁾	~~Represents the implied exchange ratio of one common share and OP Unit of JBG SMITH for 2.71 common shares and common limited partnership units prior to the Combination.~~


⁽²⁾	~~Represents the volume weighted average share price on July 18, 2017.~~

⁽³⁾

OP Unit consideration paid to certain of the owners of the JBG Assets which have an estimated fair value of $110.6 million is subject to post-combination employment with vesting over periods of either 12 or 60 months. In accordance with GAAP, consideration that is subject to future employment is not considered a component of the purchase price for the business combination and amortization is recognized as compensation expense over the period of employment and is included in "General and administrative expense: share-based compensation related to Formation Transaction" in the statements of operations.

The JBG Assets acquired comprise: (i) 30 operating assets comprising 19 office assets totaling approximately 3.6 million square feet (2.3 million square feet at our share), nine multifamily assets with 2,883 units (1,099 units at our share) and two other assets totaling approximately 490,000 square feet (73,000 square feet at our share); (ii) 11 office and multifamily assets under construction totaling over 2.5 million square feet (2.2 million square feet at our share); (iii) two near-term development office and multifamily assets totaling approximately 401,000 square feet (242,000 square feet at our share); (iv) 26 future development assets totaling approximately 11.7 million square feet (8.5 million square feet at our share) of estimated potential development density; and (v) JBG/Operating Partners, L.P., a real estate services company providing investment, development, asset management, property management, leasing, construction management and other services. JBG/Operating Partners, L.P. was owned by 20 unrelated individuals of which 19 became our employees, and three serve on our Board of Trustees.

The fair values of the ~~depreciable tangible and identified intangible assets and liabilities, all of which have definite lives and are amortized, are as follows:~~

Total Fair Value Weighted Average Amortization Period

Useful Life ⁽¹⁾
(In thousands) (In years)
Tangible assets:
Building and improvements $ 559,042
3 - 40 years
Tenant improvements 64,847
Shorter of useful life or remaining life of the respective lease
Total building and improvements $ 623,889

Leasehold improvements $ 4,422
Shorter of useful life or remaining life of the respective lease
Identified intangible assets:
In-place leases $ 59,351
6.4 Remaining life of the respective lease
Above-market real estate leases 11,700
6.3 Remaining life of the respective lease
Below-market ground leases 659
88.5 Remaining life of the respective lease
Option to enter into ground lease 17,090
N/A Remaining life of contract
Management and leasing contracts ⁽²⁾
57,800
7.4 Estimated remaining life of contracts, ranging between 3 - 8 years
Total identified intangible assets $ 146,600

Identified intangible liabilities:
Below-market real estate leases $ 8,449
10.2 Remaining life of the respective lease

~~____________________~~


⁽¹⁾	In determining these useful lives, we considered the length of time the asset had been in existence, the maintenance history, as well as anticipated future maintenance, and any contractual stipulations that might limit the useful life.


⁽²⁾	~~Includesin-place property management, leasing, asset management, and development and construction management contracts.~~

Transaction costs (such as advisory, legal, accounting, valuation and other professional fees) incurred to effect the Formation Transaction are included in "Transaction and other costs" in our statements of operations. We expensed a total of $121.6 million transaction and other costs, of which $104.1 million and $115.2 million were incurred during the three and nine months ended September 30, 2017, and $1.5 million was incurred for both the three and nine months ended September 30, 2016. For the three and nine months ended September 30, 2017, transaction and other costs include severance and transaction bonus expense of $34.3 million, investment banking fees of $33.6 million, legal fees of $13.1 million and accounting fees of $8.1 million.

The total revenue of the JBG Assets for the three and nine months ended September 30, 2017 included in our statements of operations from the acquisition date was $34.9 million. The net loss of the JBG Assets for the three and nine months ended September 30, 2017 included in our statements of operations from the acquisition date was $7.8 million.

The accompanying unaudited pro forma information for the three and nine months ended September 30, 2017 and 2016 is presented as if the Formation Transaction had occurred on January 1, 2016. This pro forma information is based upon the historicalderivative financial statements and should be read in conjunction with our consolidated and combined financial statements and notes thereto included in our Registration Statement on Form 10, as amended, filed with the SEC and declared effective on June 26, 2017. This unaudited pro forma information does not purport to represent what the actual results of our operations would have been, nor does it purport to predict the results of operations of future periods. The unaudited pro forma information for the three and nine months ended September 30, 2017 and 2016 was adjusted to exclude $27.8 million of gain on bargain purchase. The unaudited pro forma information was adjusted to exclude transaction and other costs of $104.1 million and $115.2 million for the three and nine months ended September 30, 2017, respectively, and $1.5 million for the three and nine months ended September 30, 2016.

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(In thousands) (In thousands)
Unaudited pro forma information:
Total revenue $ 160,428
$ 170,498
$ 481,314
$ 492,874
Net income (loss) attributable to JBG SMITH
Properties
$ 2,283
$ 803
$ (13,741 ) $ (26,701 )
Earnings (loss) per common share:
Basic $ 0.02
$ 0.01
$ (0.13 ) $ (0.27 )
Diluted $ 0.02
$ 0.01
$ (0.13 ) $ (0.27 )

~~4. Tenant and Other Receivables, Net~~

~~The following is a summary of tenant and other receivables, net as of September 30, 2017 and December 31, 2016:~~

September 30,
2017 December 31,
2016
(In thousands)
Tenants $ 32,106
$ 26,278
Other 23,835
11,314
Allowance for doubtful accounts (5,467 ) (4,212 )
Total tenant and other receivables, net $ 50,474
$ 33,380

We incurred bad debt expense of approximately $1.1 million and $1.8 million during the three and nine months ended September 30, 2017, respectively, and $106,000 and $618,000 during the three and nine months ended September 30, 2016, respectively, which is included in "Property operating expenses" in the statement of operations.

~~5. Investments in and Advances to Unconsolidated Real Estate Ventures~~

~~The following is a summary of the composition of our investments in and advances to unconsolidated real estate ventures as of September 30, 2017 and December 31, 2016:~~

Ownership
Interest ⁽¹⁾
Investment Balance
Real Estate Venture Partners ⁽¹⁾
September 30,
2017 September 30,
2017 December 31,
2016
(In thousands)
Landmark 1.8% - 59.0% $ 110,562
$ —
CBREI Venture 5.0% - 64.0% 85,386
—
Canadian Pension Plan Investment Board 55.0% 36,223
36,312
Brandywine 30.0% 13,753
—
Berkshire Group 50.0% 27,647
—
MRP Realty 70.0% 1,802
—
JP Morgan 5.0% 9,351
9,335
Other 242
129
Total investments in unconsolidated real estate ventures 284,966
45,776
Advances to unconsolidated real estate ventures 20
—
Total investments in and advances to unconsolidated real
estate ventures
$ 284,986
$ 45,776

~~_______________~~

⁽¹⁾~~We classify our investments in and advances to unconsolidated real estate ventures by real estate venture partner with which we may have multiple investments with varying ownership interests.~~

~~The following is a summary of the debt of our unconsolidated real estate ventures as of September 30, 2017 and December 31, 2016:~~

Weighted Average Interest Rate Balance as of
September 30,
2017 September 30,
2017 December 31,
2016
(In thousands)
Variable rate ⁽¹⁾
4.08% $ 531,989
$ 31,000
Fixed rate ⁽²⁾
3.90% 643,801
273,000
Unconsolidated real estate ventures - mortgages payable 1,175,790
304,000
Unamortized deferred financing costs, net (860 ) (1,034 )
Unconsolidated real estate ventures - mortgages payable, net $ 1,174,930
$ 302,966

~~______________~~


⁽¹⁾	~~Includes variable rate mortgages payable with interest rate caps.~~


⁽²⁾	~~Includes variable rate mortgages payable with interest rates effectively fixed pursuant to interest rate swaps.~~

The following is a summary of the financial information for our unconsolidated real estate ventures, as of September 30, 2017 and December 31, 2016 and for the three and nine months ended September 30, 2017 and 2016:

September 30,
2017 December 31, 2016
Combined balance sheet information: (In thousands)
Total assets $ 3,446,348
$ 598,239
Total liabilities 1,253,664
327,862
Noncontrolling interests 343
343
Total equity 2,192,341
270,034

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Combined income statement information: (In thousands)
Total revenue $ 46,830
$ 16,364
$ 83,387
$ 51,066
Net (loss) income (5,191 ) 2,607
(414 ) 5,083

~~6. Variable Interest Entities~~

~~Unconsolidated VIEs~~

As of September 30, 2017 and December 31, 2016, we have interests in several investments that are deemed VIEs that are in development stage and do not hold sufficient equity at risk or conduct substantially all their operations on behalf of the investor with disproportionately few voting rights. Although we are engaged to act as the managing partner in charge of day-to-day operations of these investees, we are not the primary beneficiary of these VIEs as we do not hold unilateral power over activities that, when taken together, most significantly impact the respective VIE’s performance. We account for our investment in these entities under the equity method. As of September 30, 2017 and December 31, 2016, the net carrying amounts of our investment in these entities were $203.0 million and $42.4 million, respectively. Our maximum exposure to loss in these entities is limited to our investments, construction commitments and debt guarantees. See Note 16 for additional information.

~~Consolidated VIEs~~

JBG SMITH LP, our operating partnership, is our most significant consolidated VIE. We hold the majority membership interest in the operating partnership, act as the general partner and exercise full responsibility, discretion and control over its day-to-day management.

The noncontrolling interests of the operating partnership do not have either substantive liquidation rights, or substantive kick-out rights without cause, or substantive participating rights that could be exercised by a simple majority of noncontrolling interest members (including by such a member unilaterally). Because the noncontrolling interest holders do not have these rights, the operating partnership is a VIE. As general partner, we have the power to direct the core activities of the operating partnership that most significantly affect its performance, and through our majority interest in the operating partnership have both the right to receive benefits from and the obligation to absorb losses of the operating partnership. Accordingly, we are the primary beneficiary of the operating partnership and consolidate the operating partnership in our financial statements. As we conduct our business and hold our assets and liabilities through the operating partnership, the total assets and liabilities of the operating partnership comprise substantially all of our consolidated assets and liabilities.

We also consolidate certain VIEs that have minimal noncontrolling interests (less than 5%). These entities are VIEs because the noncontrolling interests do not have substantive kick-out or participating rights. We consolidate these entities because we control all of their significant business activities. As of September 30, 2017, the total assets and liabilities of such consolidated VIEs, excluding the operating partnership, were approximately $78.8 million and $5.1 million, respectively.

~~7. Other Assets, Net~~

~~The following is a summary of other assets, net as of September 30, 2017 and December 31, 2016:~~

September 30,
2017 December 31,
2016
(In thousands)
Deferred leasing costs $ 168,344
$ 157,258
Accumulated amortization (66,403 ) (57,910 )
Deferred leasing costs, net 101,941
99,348
Prepaid expenses 21,942
2,199
Identified intangible assets, net 143,000
3,063
Other 21,508
8,345
Total other assets, net $ 288,391
$ 112,955

~~The following is a summary of the composition of identified intangible assets, net as of September 30, 2017 and December 31, 2016:~~

September 30,
2017 December 31,
2016
Identified intangible assets: (in thousands)
In-place leases $ 72,081
$ 12,777
Above-market real estate leases 12,473
773
Below-market ground leases 2,874
2,215
Option to enter into ground lease 17,090
—
Management and leasing contracts 57,800
—
Other 206
206
Total identified intangibles assets 162,524
15,971
Accumulated amortization:
In-place leases 15,187
10,871
Above-market real estate leases 1,082
612
Below-market ground leases 1,344
1,278
Management and leasing contracts 1,753
—
Other 158
147
Total accumulated amortization 19,524
12,908
Identified intangible assets, net $ 143,000
$ 3,063

~~The following is a summary of amortization expense included in the statements of operations related to identified intangible assets for the three and nine months ended September 30, 2017 and 2016:~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(in thousands)
In-place lease amortization ⁽¹⁾
$ 4,104
$ 233
$ 4,347
$ 336
Above-market real estate lease amortization ⁽²⁾
448
20
471
64
Below-market ground lease amortization ⁽³⁾
23
21
66
64
Management and leasing contract amortization ⁽¹⁾
1,753
—
1,753
—
Other amortization ⁽¹⁾
3
22
10
69
Total identified intangible asset amortization $ 6,331
$ 296
$ 6,647
$ 533

⁽¹⁾ ~~Amounts are included in "Depreciation and amortization expenses" in our statements of operations.~~

⁽²⁾~~Amounts are included in "Property rentals revenue" in our statements of operations.~~

⁽³⁾ ~~Amounts are included in "Property operating expenses" in our statements of operations.~~

~~As of September 30, 2017, the estimated amortization of identified intangible assets is as follows for each of the five years commencing January 1, 2018:~~

Year ending December 31, Amount
(in thousands)
2018 $ 15,119
2019 12,032
2020 10,105
2021 6,664
2022 5,312

~~8. Debt~~

~~Mortgages Payable~~

~~The following is a summary of mortgages payable as of September 30, 2017 and December 31, 2016:~~

Weighted Average Interest Rate Balance as of
September 30,
2017 September 30,
2017 December 31,
2016
(In thousands)
Variable rate ⁽¹⁾
2.95% $ 1,152,106
$ 547,291
Fixed rate ⁽²⁾
4.79% 836,141
620,327
Mortgages payable ⁽³⁾
1,988,247
1,167,618
Unamortized deferred financing costs and premium/discount, net (10,573 ) (2,604 )
Mortgages payable, net $ 1,977,674
$ 1,165,014
Payable to former parent ⁽⁴⁾
— $ —
$ 283,232

^{__________________________}


⁽¹⁾	~~Includes variable rate mortgages payable with interest rate caps.~~


⁽²⁾	~~Includes variable rate mortgages payable with interest rates effectively fixed pursuant to rate swaps.~~


⁽³⁾	~~Includes mortgages payable assumed as part of the Combination. See Note 3 to the financial statements for additional information.~~

⁽⁴⁾

In June 2016, the mortgage loan for the Bowen Building was repaid with proceeds of a $115.6 million draw on our former parent's revolving credit facility collateralized by an interest in the property, and, accordingly, was reflected as a component of "Payable to former parent" on the combined balance sheets as of December 31, 2016. We repaid the loan with amounts drawn under our revolving credit facility collateralized by a mortgage on the property.

As of September 30, 2017, the net carrying value of real estate collateralizing our mortgages payable totaled $3.9 billion. Our mortgage loans contain covenants that limit our ability to incur additional indebtedness on these properties and in certain circumstances, require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity. As of September 30, 2017, we were in compliance with all debt covenants.

As part of the Combination, we assumed mortgages payable with an aggregate principal balance of $768.5 million. During the three months ended September 30, 2017, we repaid mortgages payable with an aggregate principal balance of $181.7 million, which includes mortgages payable totaling $63.7 million assumed in the Combination. We recognized losses on extinguishment of debt in conjunction with these repayments of $689,000 for the three and nine months ended September 30, 2017.

~~Credit Facility~~

On July 18, 2017, we entered into a $1.4 billion credit facility, consisting of a $1.0 billion revolving credit facility maturing in July 2021, with two six-month extension options, a delayed draw $200.0 million unsecured term loan ("Tranche A-1 Term Loan") maturing in January 2023 and a delayed draw $200.0 million unsecured term loan ("Tranche A-2 Term Loan") maturing in July 2024. The interest rate for the credit facility varies based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets and ranges (a) in the case of the revolving credit facility, from LIBOR plus 1.10% to LIBOR plus 1.50%, (b) in the case of the Tranche A-1 Term Loan, from LIBOR plus 1.20% to LIBOR plus 1.70% and (c) in the case of the Tranche A-2 Term Loan, from LIBOR plus 1.55% to LIBOR plus 2.35%.

On July 18, 2017, in connection with the Combination, we drew $115.8 million on the revolving credit facility and $50.0 million under the Tranche A-1 Term Loan. In connection with the execution of the credit facility, we incurred $11.2 million in fees and expenses.

~~The following is a summary of amounts outstanding under the credit facility as of September 30, 2017:~~

Interest Rate Balance as of
September 30,
2017 September 30,
2017
(In thousands)
Revolving credit facility ⁽¹⁾
2.34% $ 115,751

Tranche A-1 Term Loan 2.44% $ 50,000
Unamortized deferred financing costs, net (3,611 )
Unsecured term loan, net $ 46,389

^{__________________________}


⁽¹⁾	~~As of September 30, 2017, letters of credit with an aggregate face amount of $5.2 million were provided under our revolving credit facility.~~

~~Principal Maturities~~

~~Principal maturities of debt outstanding as of September 30, 2017, including mortgages payable, the Tranche A-1 Term Loan and borrowings on the revolving credit facility, are as follows:~~

Year ending December 31, Amount
(In thousands)
2017 $ —
2018 376,019
2019 227,919
2020 215,096
2021 215,592
2022 327,500
Thereafter 791,872
Total $ 2,153,998

~~9. Other Liabilities, Net~~

~~The following is a summary of other liabilities, net as of September 30, 2017 and December 31, 2016:~~

September 30,
2017 December 31,
2016
(In thousands)
Lease intangible liabilities $ 44,965
$ 36,515
Accumulated amortization (26,287 ) (24,945 )
Lease intangible liabilities, net 18,678
11,570
Prepaid rent 12,445
9,163
Lease assumptions liabilities and accrued tenant incentives 12,090
14,907
Capital lease obligation 15,976
—
Security deposits 13,795
10,324
Ground lease deferred rent payable 3,559
3,331
Deferred tax liability ⁽¹⁾
22,007
—
Other 2,224
192
Total other liabilities, net $ 100,774
$ 49,487


⁽¹⁾	~~As of September 30, 2017, the deferred tax liability of $22.0 million is related to the management and leasing contracts assumed in the Combination. See Note 3 for additional information.~~

~~The following is a summary of amortization expense included in the statements of operations related to lease intangible liabilities:~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(in thousands)
Lease intangible liabilities amortization ⁽¹⁾
$ 633
$ 359
$ 1,343
$ 1,076

⁽¹⁾ ~~Amounts are included in "Property rentals" in our statements of operations.~~

~~As of September 30, 2017, the estimated amortization of lease intangible liabilities is as follows for each of the five years commencing January 1, 2018:~~

Year ending December 31, Amount
(in thousands)
2018 $ 2,765
2019 2,679
2020 2,392
2021 1,917
2022 1,798

~~10. Redeemable Noncontrolling Interests~~

In conjunction with the Formation Transaction, JBG SMITH LP issued 19.8 million OP Units to persons other than JBG SMITH that are redeemable for cash or our common shares beginning August 1, 2018, subject to certain limitations. These OP Units represent a 14.4% interest in JBG SMITH LP as of September 30, 2017. The carrying amount of the redeemable noncontrolling interests is adjusted to its redemption value at the end of each reporting period, but no less than its initial carrying value, with such adjustments recognized in "Additional paid-in capital". Redemption value is equivalent to the market value of one of our common

shares at the end of the period multiplied by the number of vested OP Units outstanding. Below is a summary of the activity of redeemable noncontrolling interests for the nine months ended September 30, 2017:

Nine Months Ended September 30,
2017
(In thousands)
Balance at January 1, 2017 ⁽¹⁾
$ —
OP Units issued at the Separation 96,632
OP Units issued in connection with the Combination ⁽²⁾
359,967
Net loss attributable to redeemable noncontrolling interests (2,481 )
Share-based compensation expense 15,799
Adjustment to redemption value 97,084
Balance as of September 30, 2017 $ 567,001

~~__________________~~


⁽¹⁾	~~We did not have any redeemable noncontrolling interests prior to the Separation on July 17, 2017.~~


⁽²⁾	Excludes certain OP Units issued as part of the Combination which have an estimated fair value of $110.6 million, that are subject to post-combination employment with vesting over periods of either 12 or 60 months. See Note 11 for further information.

~~11. Share-Based Payments and Employee Benefits~~

~~OP UNITS~~

Certain OP Units issued as part of the Combination which have an estimated fair value of $110.6 million, are subject to post-combination employment with vesting over periods of either 12 or 60 months. The fair value of these 3.3 million OP Units was estimated based on the post-vesting restriction periods of the units. The significant assumptions used to value the units include expected volatilities (18.0% to 27.0% ), risk-free interest rates (1.3% to 1.5%) and post-vesting restriction periods (1 year to 3 years). Compensation expense for these units is recognized over the graded vesting period. See Note 3 for additional information. As of September 30, 2017, none of these OP Units had vested or been forfeited.

~~JBG SMITH 2017 Omnibus Share Plan~~

On June 23, 2017, our Board of Trustees adopted the JBG SMITH 2017 Omnibus Share Plan (the "Plan"), effective as of July 17, 2017, and authorized the reservation of approximately 10.3 million of our common shares pursuant to the Plan. On July 10, 2017, our then sole-shareholder approved the Plan. As of September 30, 2017, there were 6.6 million common shares available for issuance under the Plan.

~~Formation Awards~~

Pursuant to the Plan, on July 18, 2017, we granted approximately 2.7 million Formation Awards based on an aggregate notional value of approximately $100.0 million divided by the volume-weighted average price on July 18, 2017 of $37.10 per common share. The Formation Awards are structured in the form of profits interests in JBG SMITH LP that provide for a share of appreciation determined by the increase in the value of a common share at the time of conversion over the $37.10 volume-weighted average price of a common share at the time the formation unit was granted. The Formation Awards, subject to certain conditions, generally vest 25% on each of the third and fourth anniversaries and 50% on the fifth anniversary, of the closing of the Combination, subject to continued employment with JBG SMITH through each vesting date.

The value of vested Formation Awards is realized through conversion into a number of LTIP Units, and subsequent conversion into a number of OP Units determined based on the difference between $37.10 and the value of a common share on the conversion date. The conversion ratio between Formation Awards and OP Units, which starts at zero, is the quotient of (i) the excess of the value of a common share on the conversion date above the per share value at the time the Formation Award was granted over (ii) the value of a common share as of the date of conversion. This is similar to a “cashless exercise” of stock options, whereby the holder receives a number of shares equal in value to the difference between the full value of the total number of shares for which the option is being exercised and the total exercise price. Like options, Formation Awards have a finite term over which their value is allowed to increase and during which they may be converted into LTIP Units (and in turn, OP Units). Holders of Formation Awards will not receive distributions or allocations of net income or net loss prior to vesting and conversion to LTIP Units.

The fair value of the Formation Awards on the grant date was $23.7 million or $8.84 per unit estimated using Monte Carlo simulations. The significant assumptions used to value the awards include expected volatility (26.0%), dividend yield (2.3%), risk-free interest rate (2.3%) and expected life (7 years). Compensation expense for these awards is being recognized over a five-year period. As of September 30, 2017, none of these Formation Awards had vested or been forfeited.

~~LTIP Units~~

On July 18, 2017, we granted a total of 47,166 fully vested LTIP Units to the seven non-employee trustees in the notional amount of $250,000 each. The LTIP Units may not be sold while such non-employee trustee is serving on the Board. On the same date, we also granted 59,927 LTIP units to a key employee 50%, which vested immediately and 50% of which vests in equal monthly installments from the 31st to 60th months following the grant date. These LTIP Units had an aggregate fair value of $3.5 million.

On August 1, 2017, we granted approximately 302,500 LTIP Units to management and other employees under our Plan. The LTIP units vest in four equal installments on August 1 of each year, subject to continued employment. These LTIP Units were valued at a weighted average grant-fair value of $33.71 per unit. Compensation expense for these units is being recognized over a four-year period. As of September 30, 2017, none of these LTIP Units had vested or been forfeited.

The fair value of the LTIP Units was estimated based on the post-vesting restriction periods. The significant assumptions used to value the units include expected volatilities (17.0% to 19.0%), risk-free interest rates (1.3% to 1.5%) and post-vesting restriction periods (2 years to 3 years). Net income and net loss is allocated to each LTIP Unit. LTIP Unit holders have the right to convert all or a portion of vested LTIP Units into OP Units, which are then subsequently exchangeable for our common shares. LTIP Units do not have redemption rights, but any OP Units into which LTIP Units are converted are entitled to redemption rights. LTIP Units, generally, vote with the OP Units and do not have any separate voting rights except in connection with actions that would materially and adversely affect the rights of the LTIP Units.

~~OPP Units~~

On August 1, 2017, we granted approximately 605,100 OPP Units to management and other employees under the Plan. OPP Units are performance-based equity compensation pursuant to which participants have the opportunity to earn OPP units based on the relative performance of the total shareholder return ("TSR") of our common shares compared to the companies in the FTSE NAREIT Equity Office Index, over the three-year performance period beginning on the August 1, 2017 grant date, inclusive of dividends and stock price appreciation. Fifty percent of any OPP Units that are earned vest at the end of the three-year performance period and the remaining 50% on the fourth anniversary of the date of grant, subject to continued employment. Net income and net loss are allocated to each OPP Unit. The fair value of the OPP Units on the date of grant was ~~$9.7 million~~ ~~or $15.95 per unit estimated using Monte Carlo simulations. The significant assumptions used to value the OPP Units include expected volatility (18.0%), dividend yield (2.3%) and risk-free interest rates (1.5%). Compensation expense for these units is being recognized over a four-year period. As of September 30, 2017, none of these OPP Units had vested or been forfeited.~~

~~Share-Based Compensation Expense~~

~~Share-based compensation expense for the nine months ended September 30, 2017 is summarized as follows (in thousands):~~

Formation Awards $ 3,963
LTIP Units that vested immediately 2,546
OP Units ⁽¹⁾
7,936
Share-based compensation related to Formation Transaction ⁽²⁾
14,445
LTIP Units that vest over four years 885
OPP Units 469
Other equity awards 1,526
Share-based compensation expense - other⁽³⁾
2,880
Total share-based compensation expense 17,325
Less amount capitalized (161 )
Net share-based compensation expense ⁽⁴⁾
$ 17,164

^{______________________________________________}


⁽¹⁾	~~Represents share-based compensation expense for OP Units subject to post-combination employment. See Note 3 for further information.~~


⁽²⁾	~~Included in "General and administrative expense: share-based compensation related to Formation Transaction" in the accompanying statements of operations.~~


⁽³⁾	~~Included in "General and administrative expense" in the accompanying statements of operations.~~


⁽⁴⁾	~~Net share-based compensation expense for the three months ended September 30, 2017 was $16.0 million.~~

As of September 30, 2017, we had $141.4 million of total unrecognized compensation expense related to unvested share-based payment arrangements (unvested OP Units, Formation Awards, LTIP Units and OPP Units). This expense is expected to be recognized over a weighted average period of 3.4 years.

~~Employee Benefits~~

We have a 401(k) defined contribution plan (the “401(k) Plan”) covering substantially all of our officers and employees which permits participants to defer compensation up to the maximum amount permitted by law. We provide a discretionary matching contribution. Employees’ contributions vest immediately and our matching contributions vest over five years. Our contributions to the 401(k) Plan for three months ended September 30, 2017 and 2016 were $401,000 and $868,000, respectively. Our contributions during the nine months ended September 30, 2017 and 2016 were $3.2 million and $3.1 million, respectively.

~~12. (Loss) Earnings Per Share~~

The following summarizes the calculation of basic and diluted EPS and provides a reconciliation of the amounts of net (loss) income available to common shareholders and shares of common stock used in calculating basic and diluted EPS for the three and nine months ended September 30, 2017 and 2016:

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(In thousands, except per share amounts)
Net (loss) income attributable to JBG SMITH Properties $ (69,831 ) $ 21,014
$ (57,851 ) $ 49,344

Weighted average shares outstanding — basic and diluted ⁽¹⁾
114,744
100,571
105,347
100,571

(Loss) earnings per share available to common shareholders:
Basic $ (0.61 ) $ 0.21
$ (0.55 ) $ 0.49
Diluted $ (0.61 ) $ 0.21
$ (0.55 ) $ 0.49

~~_______________~~


⁽¹⁾	~~Reflects the weighted average common shares outstanding as of the date of the Separation in all periods prior to July 17, 2017.~~

The effect of the conversion of 13,408 and 4,518 weighted average vested OP Units for the three and nine months ended September 30, 2017 is excluded in the computation of basic and diluted loss per share, as the assumed exchange of such units for common shares on a one-for-one basis was antidilutive (the assumed conversion of these units would have no net impact on the determination of diluted earnings per share). As vested and outstanding OP Units are held by a noncontrolling interest, losses are attributable to them based on the weighted average outstanding units and are thus excluded from the numerator in calculating basic and diluted loss per share. The number of securities that were excluded from the calculation of diluted (loss) earnings per share because they were antidilutive that potentially could be dilutive in the future are included in the following table:

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
OP Units 3,281
—
3,281
—
Formation Awards 2,681
—
2,681
—
LTIP Units 410
—
410
—
OPP Units 605
—
605
—

~~13. Future Minimum Rental Income~~

We lease space to tenants under operating leases that expire at various dates through the year 2036. The leases provide for the payment of fixed base rents payable monthly in advance as well as reimbursements of real estate taxes, insurance and maintenance costs. Retail leases may also provide for the payment by the lessee of additional rents based on a percentage of their sales. As of September 30, 2017, future base rental revenue under these non-cancelable operating leases excluding extension options is as follows:

Year ending December 31, Amount
(In thousands)
2017 $ 133,025
2018 387,636
2019 310,230
2020 277,278
2021 234,005
2022 195,750
Thereafter 868,284

~~14. Fair Value Measurements~~

~~Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis~~

As of September 30, 2017, we had various interest rate swap and cap agreements assumed in the Combination that are measured at fair value on a recurring basis. There were no interest rate swaps or caps prior to the Combination. The net unrealized gain on our interest rate swaps and caps was $467,000 for both the three and nine months ended September 30, 2017 and are included in "Interest expense" in the accompanying statements of operations. The fair values of the interest rate swaps and capsinstruments are based on the estimated amounts we would receive or pay to terminate the ~~contract~~contracts at the reporting date and are determined using interest rate pricing models and observable inputs. The ~~interest rate swaps and caps~~derivative financial instruments are classified within Level 2 of the valuation hierarchy.

Table of Contents

The following ~~are~~is a summary of assets and liabilities measured at fair value on a recurring ~~basis~~basis:


	Fair Value Measurements
	Total		Level 1		Level 2		Level 3

	(In thousands)
June 30, 2022
Derivative financial instruments designated as effective hedges:
Classified as assets in "Other assets, net"	$	20,383		—	$	20,383		—
Derivative financial instruments designated as ineffective hedges:
Classified as assets in "Other assets, net"		5,951		—		5,951		—

December 31, 2021
Derivative financial instruments designated as effective hedges:
Classified as assets in "Other assets, net"	$	393		—	$	393		—
Classified as liabilities in "Other liabilities, net"		18,361		—		18,361		—
Derivative financial instruments designated as ineffective hedges:
Classified as assets in "Other assets, net"		558		—		558		—

The fair values of our derivative financial instruments were determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of the derivative financial instrument. This analysis reflected the contractual terms of the derivative, including the period to maturity, and used observable market-based inputs, including interest rate market data and implied volatilities in such interest rates. While it was determined that the majority of the inputs used to value the derivatives fall within Level 2 of the fair value hierarchy under authoritative accounting guidance, the credit valuation adjustments associated with the derivatives also utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. However, as of ~~September~~June 30, ~~2017:~~

Fair Value Measurements
Total Level 1 Level 2 Level 3
September 30, 2017 (In thousands)
Interest rate swaps and caps:
Classified as liabilities in "Other liabilities, net" $ 703
$ —
$ 703
$ —

2022 and December 31, 2021, the significance of the impact of the credit valuation adjustments on the overall valuation of the derivative financial instruments was assessed, and it was determined that these adjustments were not significant to the overall valuation of the derivative financial instruments. As a result, it was determined that the derivative financial instruments in their entirety should be classified in Level 2 of the fair value hierarchy. The net unrealized gains and losses included in "Other comprehensive income" in our statements of comprehensive income (loss) for the three and six months ended June 30, 2022 and 2021 were attributable to the net change in unrealized gains or losses related to the interest rate swaps that were outstanding during those periods, none of which were reported in our statements of operations as the interest rate swaps were documented and qualified as hedging instruments.

Financial Assets and Liabilities Not Measured at Fair Value

As of ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, all financial ~~instruments~~assets and liabilities were reflected in our balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following:


	June 30, 2022				December 31, 2021
	Carrying				Carrying
	Amount ⁽¹⁾		Fair Value		Amount ⁽¹⁾		Fair Value

	(In thousands)
Financial liabilities:
Mortgages payable	$	1,621,127	$	1,606,673	$	1,788,259	$	1,814,780
Revolving credit facility		—		—		300,000		300,363
Unsecured term loans		400,000		400,263		400,000		400,519

September 30, 2017 December 31, 2016

     Carrying
      Amount ⁽¹⁾
Fair Value
     Carrying
      Amount ⁽¹⁾
Fair Value
(In thousands)
Financial liabilities:
Mortgages payable $ 1,988,247
$ 2,015,653
$ 1,167,618
$ 1,192,267

^{______________________________________}

(1)	The carrying amount consists of principal only.

⁽¹⁾

The ~~carrying amount consists~~fair values of ~~principal only.~~

the mortgages payable, revolving credit facility and unsecured term loans were determined using Level 2 inputs of the fair value hierarchy. The fair value of our mortgages payable is estimated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit ~~ratings, which are provided by a third-party specialist. The fair value of the mortgages payable and unsecured term loan was determined using Level 2 inputs of the fair value hierarchy.~~

profiles based on market sources. The fair value of our revolving credit facility and unsecured term ~~loan~~loans is calculated based on the net present value of payments over the term of the ~~loan~~facilities using estimated market rates for similar notes and remaining terms. ~~The fair value~~

Table of ~~the unsecured term loan was determined using Level 2 inputs of the fair value hierarchy.~~

Contents

~~15.~~

16.Segment Information

We review operating and financial data for each property on an individual basis; therefore, each of our individual properties is a separate operating segment. ~~As a result of the Formation Transaction, we redefined~~We define our reportable segments to be aligned with our method of internal reporting and the way our Chief Executive Officer, who is also our Chief Operating Decision Maker ~~(“CODM”~~("CODM"), makes key operating decisions, evaluates financial results, allocates resources and manages our business. Accordingly, we aggregate our operating segments into ~~three~~3 reportable segments ~~(office,~~(commercial, multifamily, and third-party asset management and real estate services) based on the economic characteristics and nature of our assets and services. ~~In connection therewith,~~To conform to the current period presentation, we have reclassified the prior period segment financial data for 1700 M Street, for which we are the ground lessor, that had been classified as part of the commercial segment to ~~conform~~other to ~~the current period presentation.~~

better align with our internal reporting.

The CODM measures and evaluates the performance of our operating segments, with the exception of the third-party asset management and real estate services business, based on the net operating income ~~(“NOI”~~("NOI") of properties within each segment. NOI includes property rental ~~revenues~~revenue and ~~tenant reimbursements~~parking revenue, and deducts property operating expenses and real estate taxes.

With respect to the third-party asset management and real estate services business, the CODM reviews ~~revenues~~revenue streams generated by this segment ~~(third-party~~("Third-party real estate services, including ~~reimbursements)~~reimbursements"), as well as the expenses attributable to the segment ~~(general~~("General and administrative: third-party real estate ~~services)~~services"), which are both disclosed separately in ~~the~~our statements of operations. The following represents the components of revenue from our third-party asset management and real estate services business:


	Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021		X	2022		2021

	(In thousands)
Property management fees	$	4,976	$	4,776		$	9,784	$	9,718
Asset management fees		1,513		2,229			3,284		4,457
Development fees ⁽¹⁾		2,148		4,392			5,687		18,642
Leasing fees		1,038		1,424			2,877		2,284
Construction management fees		37		234			187		406
Other service revenue		1,499		1,790			2,315		3,488
Third-party real estate services revenue, excluding reimbursements		11,211		14,845			24,134		38,995
Reimbursement revenue ⁽²⁾		10,946		11,900			21,993		25,857
Third-party real estate services revenue, including reimbursements		22,157		26,745			46,127		64,852
Third-party real estate services expenses		24,143		25,557			51,192		54,493
Third-party real estate services revenue less expenses	$	(1,986)	$	1,188		$	(5,065)	$	10,359

(1)

As of June 30, 2022, we had estimated unrecognized development fee revenue totaling $43.2 million, of which $7.1 million, $12.3 million and $6.6 million is expected to be recognized during the remainder of 2022, 2023 and 2024, and $17.2 million is expected to be recognized thereafter through 2027 as unsatisfied performance obligations are completed.

(2)	Represents reimbursement of expenses incurred by us on behalf of third parties, including allocated payroll costs and amounts paid to third-party contractors for construction management projects.

Management company assets primarily consist of management and leasing contracts with a net book value of ~~$56.0~~$16.7 million and $19.6 million as of June 30, 2022 and December 31, 2021, which are classified in ~~"Other~~"Intangible assets, net" in ~~the~~our balance ~~sheet as of September 30, 2017.~~sheets. Consistent with ~~the~~internal reporting presented to our CODM ~~approach~~ and our definition of NOI, the third-party asset management and real estate services operating results are excluded from the NOI data below.

Table of Contents

The following ~~table reflects~~is the reconciliation of net income (loss) ~~income~~ attributable to ~~JBG SMITH Properties~~common shareholders to ~~NOI for the three and nine months ended September 30, 2017 and 2016:~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(In thousands)
Net (loss) income attributable to JBG SMITH Properties $ (69,831 ) $ 21,014
$ (57,851 ) $ 49,344
Add:
Depreciation and amortization expense 43,951
31,377
109,726
98,291
General and administrative expense:
Corporate and other 10,593
10,913
35,536
36,040
Third-party real estate services 21,178
4,779
30,362
14,272
Share-based compensation related to Formation Transaction
14,445
—
14,445
—
Transaction and other costs 104,095
1,528
115,173
1,528
Interest expense 15,309
13,028
43,813
38,662
Loss on extinguishment of debt 689
—
689
—
Income tax (benefit) expense (1,034 ) 302
(317 ) 884
Less:
Third-party real estate services, including reimbursements
25,141
8,297
38,881
24,617
Other income 1,158
1,564
3,701
3,938
(Loss) income from unconsolidated real estate ventures (1,679 ) 584
(1,365 ) (952 )
Interest and other (loss) income, net (379 ) 749
1,366
2,292
Gain on bargain purchase 27,771
—
27,771
—
Net loss attributable to redeemable noncontrolling interests 8,160
—
2,481
—
NOI $ 79,223
$ 71,747
$ 218,741
$ 209,126

~~Below~~consolidated NOI:


	Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021		X	2022		2021

	(In thousands)
Net income (loss) attributable to common shareholders	$	123,275	$	(2,973)		$	123,243	$	(23,704)
Add:
Depreciation and amortization expense		49,479		56,678			107,541		121,404
General and administrative expense:
Corporate and other		14,782		13,895			30,597		26,370
Third-party real estate services		24,143		25,557			51,192		54,493
Share-based compensation related to Formation Transaction and special equity awards		1,577		4,441			3,821		9,386
Transaction and other costs		1,987		2,270			2,886		5,960
Interest expense		16,041		16,773			32,319		33,069
Loss on the extinguishment of debt		1,038		—			1,629		—
Income tax expense (benefit)		2,905		(5)			2,434		4,310
Net income (loss) attributable to redeemable noncontrolling interests		18,248		(345)			18,258		(2,575)
Net loss attributable to noncontrolling interests		(29)		—			(84)		(1,108)
Less:
Third-party real estate services, including reimbursements revenue		22,157		26,745			46,127		64,852
Other revenue		1,798		1,904			3,994		4,090
Income (loss) from unconsolidated real estate ventures, net		(2,107)		3,953			1,038		3,010
Interest and other income (loss), net		1,672		(38)			15,918		(29)
Gain on the sale of real estate, net		158,767		11,290			158,631		11,290
Consolidated NOI	$	71,159	$	72,437		$	148,128	$	144,392

The following is a summary of NOI by ~~segment for~~segment. Items classified in the ~~three~~Other column include future development assets, assets ground leased to third parties, corporate entities and ~~nine months ended September 30, 2017 and 2016:~~the elimination of inter-segment activity.


	Three Months Ended June 30, 2022
	Commercial		Multifamily		Other		Total

	(In thousands)
Property rental revenue	$	71,903	$	42,939	$	2,194	$	117,036
Parking revenue		4,187		250		77		4,514
Total property revenue		76,090		43,189		2,271		121,550
Property expense:
Property operating		19,624		14,870		951		35,445
Real estate taxes		9,018		5,054		874		14,946
Total property expense		28,642		19,924		1,825		50,391
Consolidated NOI	$	47,448	$	23,265	$	446	$	71,159

	Three Months Ended June 30, 2021
	Commercial		Multifamily		Other		Total

	(In thousands)
Property rental revenue	$	89,189	$	32,718	$	912	$	122,819
Parking revenue		2,959		110		107		3,176
Total property revenue		92,148		32,828		1,019		125,995
Property expense:
Property operating		25,097		12,042		(2,139)		35,000
Real estate taxes		12,148		5,065		1,345		18,558
Total property expense		37,245		17,107		(794)		53,558
Consolidated NOI	$	54,903	$	15,721	$	1,813	$	72,437

Table of Contents

Three Months Ended September 30, 2017
Office Multifamily Other Eliminations Total
(In thousands)
Rental revenue:
Property rentals $ 91,534
$ 23,397
$ 4,171
$ (2,644 ) $ 116,458
Tenant reimbursements 7,917
1,548
128
—
9,593
Total rental revenue 99,451
24,945
4,299
(2,644 ) 126,051
Rental expense: —

Property operating 27,000
6,796
3,502
(7,664 ) 29,634
Real estate taxes 13,038
2,952
1,204
—
17,194
Total rental expense 40,038
9,748
4,706
(7,664 ) 46,828
NOI $ 59,413
$ 15,197
$ (407 ) $ 5,020
$ 79,223

Three Months Ended September 30, 2016
Office Multifamily Other Eliminations Total
(In thousands)
Rental revenue:
Property rentals $ 81,575
$ 15,850
$ 4,898
$ 942
$ 103,265
Tenant reimbursements 8,977
876
378
—
10,231
Total rental revenue 90,552
16,726
5,276
942
113,496
Rental expense: —

Property operating 25,083
4,782
3,065
(5,643 ) 27,287
Real estate taxes 11,793
1,663
1,006
14,462
Total rental expense 36,876
6,445
4,071
(5,643 ) 41,749
NOI $ 53,676
$ 10,281
$ 1,205
$ 6,585
$ 71,747

Nine Months Ended September 30, 2017
Office Multifamily Other Eliminations Total
(In thousands)
Rental revenue:
Property rentals $ 249,532
$ 62,050
$ 9,623
$ (4,306 ) $ 316,899
Tenant reimbursements 22,738
3,772
651
—
27,161
Total rental revenue 272,270
65,822
10,274
(4,306 ) 344,060
Rental expense: —

Property operating 71,377
16,716
11,330
(22,082 ) 77,341
Real estate taxes 37,185
7,973
2,820
—
47,978
Total rental expense 108,562
24,689
14,150
(22,082 ) 125,319
NOI $ 163,708
$ 41,133
$ (3,876 ) $ 17,776
$ 218,741

Nine Months Ended September 30, 2016
Office Multifamily Other Eliminations Total
(In thousands)
Rental revenue:
Property rentals $ 237,826
$ 45,203
$ 18,621
$ (2,153 ) $ 299,497
Tenant reimbursements 24,807
2,422
1,199
—
28,428
Total rental revenue 262,633
47,625
19,820
(2,153 ) 327,925
Rental expenses: —

Property operating 69,740
12,594
14,934
(22,181 ) 75,087
Real estate taxes 34,855
5,063
3,794
—
43,712
Total rental expense 104,595
17,657
18,728
(22,181 ) 118,799
NOI $ 158,038
$ 29,968
$ 1,092
$ 20,028
$ 209,126


	Six Months Ended June 30, 2022
	Commercial		Multifamily		Other		Total

	(In thousands)
Property rental revenue	$	159,524	$	85,047	$	4,063	$	248,634
Parking revenue		8,199		384		132		8,715
Total property revenue		167,723		85,431		4,195		257,349
Property expense:
Property operating		45,826		28,625		1,638		76,089
Real estate taxes		20,795		10,275		2,062		33,132
Total property expense		66,621		38,900		3,700		109,221
Consolidated NOI	$	101,102	$	46,531	$	495	$	148,128

	Six Months Ended June 30, 2021
	Commercial		Multifamily		Other		Total

	(In thousands)
Property rental revenue	$	176,370	$	65,304	$	3,386	$	245,060
Parking revenue		5,649		175		107		5,931
Total property revenue		182,019		65,479		3,493		250,991
Property expense:
Property operating		49,061		24,237		(3,567)		69,731
Real estate taxes		23,920		10,310		2,638		36,868
Total property expense		72,981		34,547		(929)		106,599
Consolidated NOI	$	109,038	$	30,932	$	4,422	$	144,392

The following is a summary of certain balance sheet data by ~~segment as of September 30, 2017 and December 31, 2016:~~

Office Multifamily Other Eliminations Total
September 30, 2017 (In thousands)
Real estate, at cost $ 3,867,513
$ 1,434,730
$ 540,287
$ —
$ 5,842,530
Investments in and advances to
unconsolidated real estate ventures
$ 126,620
$ 106,842
$ 51,524
$ —
$ 284,986
Total assets $ 3,338,100
$ 1,472,864
$ 1,204,063
$ —
$ 6,015,027
December 31, 2016
Real estate, at cost $ 2,798,946
$ 959,404
$ 397,041
$ —
$ 4,155,391
Investments in and advances to
unconsolidated real estate ventures $ 45,647
$ —
$ 129
$ —
$ 45,776
Total assets $ 2,388,396
$ 873,157
$ 399,087
$ —
$ 3,660,640

~~16.~~ segment:


	Commercial		Multifamily		Other		Total

	(In thousands)
June 30, 2022
Real estate, at cost	$	2,722,907	$	2,481,213	$	402,467	$	5,606,587
Investments in unconsolidated real estate ventures		233,519		96,030		84,800		414,349
Total assets		3,016,911		1,856,493		706,498		5,579,902
December 31, 2021
Real estate, at cost	$	3,422,278	$	2,367,712	$	446,486	$	6,236,476
Investments in unconsolidated real estate ventures		281,515		103,389		77,981		462,885
Total assets		3,591,839		1,797,807		996,560		6,386,206

17.Commitments and Contingencies

Insurance

We maintain general liability insurance with limits of ~~$200.0~~$150.0 million per occurrence and in the aggregate, and property and rental value insurance coverage with limits of ~~$2.0~~$1.5 billion per occurrence, with sub-limits for certain perils such as floods and earthquakes on each of our properties. We also maintain coverage, through our wholly owned captive insurance subsidiary, for a portion of the first loss on the above limits and for both terrorist acts and for nuclear, biological, chemical or radiological terrorism events with limits of $2.0 billion per ~~occurrence and in the aggregate, and $2.0 billion per occurrence and in the aggregate for nuclear, biological, chemical and radiological terrorism events, as defined~~occurrence. These policies are partially reinsured by the Terrorism Risk Insurance Program Reauthorization Act, which expires in December 2020. Insurance premiums are charged directly to each of the properties and are included in "Property operating expenses" in the statement of operations.

third-party insurance providers.

We will continue to monitor the state of the insurance market, and the scope and costs of coverage for acts of terrorism. We cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for deductibles and losses in excess of the insurance coverage, which could be material.

Table of Contents

Our debt, consisting of ~~mortgage loans~~mortgages payable secured by our properties, a revolving credit facility and unsecured term loans, ~~contain~~contains customary covenants requiring adequate insurance coverage. Although we believe that we currently have adequate insurance coverage, we may not be able to obtain an equivalent amount of coverage at a reasonable ~~costs~~cost in the future. If lenders insist on greater coverage than we are able to obtain, it could adversely affect ~~the~~our ability to finance or refinance our properties.

Construction Commitments

As of ~~September~~June 30, ~~2017,~~2022, we ~~have~~had assets under construction ~~in progress~~ that will, ~~require an additional $707.8 million to complete ($611.1 million related to our consolidated entities and $96.7 million related to our unconsolidated real estate ventures at our share),~~ based on our current plans and estimates, require an additional $528.5 million to complete, which we anticipate will be primarily expended over the next two to three years. These capital expenditures are generally due as the work is performed, and we expect to finance them with debt proceeds, proceeds from asset ~~recapitalizations~~sales and ~~sales,~~recapitalizations, and available cash.

Environmental Matters

~~Each~~

Most of our ~~properties has~~assets have been ~~subjected~~subject, at some point, to ~~varying degrees~~environmental assessments that are intended to evaluate the environmental condition of ~~environmental assessment at various times.~~the assets. The environmental assessments did not reveal any material environmental contamination that we believe would have a material adverse effect on our overall business, financial condition or results of ~~operations.~~operations, or that have not been anticipated and remediated during site redevelopment as required by law. Nevertheless, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites or changes in cleanup requirements would not result in significant cost to us.

Environmental liabilities totaled $19.4 million and $18.2 million as of June 30, 2022 and December 31, 2021 and are included in "Other liabilities, net" in our balance sheets.

Other

As of June 30, 2022, we had committed tenant-related obligations totaling $74.3 million ($68.8 million related to our consolidated entities and $5.5 million related to our unconsolidated real estate ventures at our share). The timing and amounts of payments for tenant-related obligations are uncertain and may only be due upon satisfactory performance of certain conditions.

There are various legal actions against us in the ordinary course of business. In our opinion, the outcome of such matters will not have a material adverse effect on our financial condition, results of operations or cash flows.

From time to time, we (or ventures in which we have an ownership interest) have agreed, and may in the future agree with respect to ~~(1)~~unconsolidated real estate ventures, to (i) guarantee portions of the principal, interest and other amounts in connection with ~~their~~ borrowings, ~~(2)~~(ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with ~~their~~ borrowings ~~and (3)~~or (iii) provide guarantees to lenders and other third parties for the completion of development projects. We customarily have agreements with our outside venture partners whereby the partners agree to reimburse the ~~joint~~real estate venture or us for their share of any payments made under ~~the guarantee. Amounts that may be required to be paid in future periods in relation to budget overruns or operating losses that~~certain of these guarantees. At times, we also ~~included in some~~have agreements with certain of our ~~guarantees are not estimable.~~outside venture partners whereby we agree to either indemnify the partners and/or the associated ventures with respect to certain contingent liabilities associated with operating assets or to reimburse our partner for its share of any payments made by them under certain guarantees. Guarantees (excluding environmental) customarily terminate either upon the satisfaction of specified circumstances or repayment of the underlying debt. Amounts that we may be required to pay in future periods in relation to guarantees associated with budget overruns or operating losses are not estimable.

As of ~~September~~June 30, ~~2017,~~2022, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures and other investments totaling $66.4 million. As of June 30, 2022, we had 0 principal payment guarantees related to our unconsolidated real estate ventures.

Additionally, with respect to borrowings of our consolidated entities, we have agreed, and may in the future agree, to (i) guarantee portions of the principal, interest and other amounts, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) or (iii) provide guarantees to

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lenders, tenants and other third parties for the completion of development projects.As of June 30, 2022, the aggregate amount of ~~our~~ principal payment guarantees was ~~approximately $89.0~~$8.3 million for our consolidated ~~entities and $63.8 million for our unconsolidated real estate ventures.~~

As of September 30, 2017, we expect to fund additional capital to certain of our unconsolidated investments totaling approximately $50.6 million, , which we anticipate will be primarily expended over the next two to three years.

We are obligated under non-cancelable operating leases, primarily for ground leases on certain of our properties through 2112. As of September 30, 2017, future minimum rental payments under non-cancelable operating and capital leases are as follows:

Year ending December 31, Amount
(In thousands)
2017 $ 1,974
2018 8,391
2019 8,170
2020 7,825
2021 7,496
2022 6,580
Thereafter 874,467
Total $ 914,903


~~17.~~	~~Transactions With Vornado and JBG Legacy Funds~~

~~Transactions with Vornado~~

As described in Note 1 and Note 3, the accompanying financial statements present the operations of the office and multifamily assets as carved-out from the financial statements of Vornado for all periods prior to July 17, 2017.

Certain centralized corporate costs borne by Vornado for management and other services including, but not limited to, accounting, reporting, legal, tax, information technology and human resources have been allocated to the assets in the consolidated and combined financial statements based on either actual costs incurred or a proportion of costs estimated to be applicable to the Vornado Included Assets based on key metrics including total revenue. The total amounts allocated during the three months ended September 30, 2017 and 2016 were $873,000 and $4.5 million, respectively. The total amounts allocated during the nine months ended September 30, 2017 and 2016 were $13.0 million and $15.2 million, respectively. These allocated amounts are included as a component of "General and administrative expense: corporate and other" expenses on the statements of operations and do not necessarily reflect what actual costs would have been if the Vornado Included Assets were a separate standalone public company.

~~Actual costs may be materially different. Allocated amounts for the three and nine months ended September 30, 2017 and 2016 are not necessarily indicative of allocated amounts for a full year.~~

entities.

In connection with the Formation Transaction, we ~~entered into~~have an agreement with Vornado ~~under which~~regarding tax matters (the "Tax Matters Agreement") that provides special rules that allocate tax liabilities if the distribution of JBG SMITH shares by Vornado, ~~provides operational support for an initial period of up~~together with certain related transactions, is determined not to ~~two years. These services include information technology, financial reporting~~be tax-free. Under the Tax Matters Agreement, we may be required to indemnify Vornado against any taxes and ~~payroll services. The charges for these services are based on an hourly or per transaction fee arrangement including reimbursement for overhead~~related amounts and out-of-pocket expenses. The total charges for both the three months and nine months ended September 30, 2017 were approximately $912,000. Pursuant to an agreement, we are providing Vornado with leasing and property management services for certain of its assets that were not partcosts resulting from a violation by us of the ~~Separation. The total revenue related to these services for both the three months~~Tax Matters Agreement.

18.Transactions with Related Parties

Our third-party asset management and ~~nine months ended September 30, 2017 was $68,000. We believe that the terms of both of these agreements are comparable to those that would have been negotiated based on market rates.~~

In August 2014, we completed a $185.0 million financing of the Universal buildings, a 687,000 square foot office complex located in Washington, DC. In connection with this financing, pursuant to a note agreement dated August 12, 2014, we used a portion of the financing proceeds and made an $86.0 million loan to Vornado at LIBOR plus 2.9% due August 2019. During 2016 and 2015, Vornado repaid $4.0 million and $7.0 million of the loan receivable, respectively. At the Separation, Vornado repaid the outstanding balance of the loan and related accrued interest. As of December 31, 2016, the balance of the receivable from Vornado, including accrued interest, was $75.1 million. We recognized interest income of $130,000 and $1.8 million during the three and nine months ended September 30, 2017, respectively, and $830,000 and $2.3 million during the three and nine months ended September 30, 2016, respectively.

In connection with the development of The Bartlett, prior to the Combination, we entered into various note agreements with Vornado whereby we could borrow up to a maximum of $170.0 million. Vornado contributed these note agreements along with accrued and unpaid interest to JBG SMITH at the Separation. As of December 31, 2016, the amounts outstanding under these note agreements at were $166.5 million, and are included in "Payable to former parent" on our balance sheets. We incurred interest of $365,000 and $4.1 million during the three and nine months ended September 30, 2017, respectively, and $1.2 million and $3.0 million during the three and nine months ended September 30, 2016, respectively.

In June 2016, the $115.0 million mortgage loan (including $608,000 of accrued interest) secured by the Bowen Building, a 231,000 square foot office building located in Washington, DC, was repaid with the proceeds of a $115.6 million draw on Vornado’s revolving credit facility. The loan was repaid with amounts drawn under our revolving credit facility. See Note 8 for further information. Given that the $115.6 million draw on Vornado’s credit facility is secured by an interest in the property, such amount was included in "Payable to former parent" in our balance sheets as of December 31, 2016. We incurred interest expense of $120,000 and $1.3 million during the three and nine months ended September 30, 2017, respectively, and $457,000 and $602,000 for the three and nine months ended September 30, 2016, respectively.

We have agreements, that are terminable on the second anniversary of the Combination, with Building Maintenance Services ("BMS"), a wholly owned subsidiary of Vornado, to supervise cleaning, engineering and security services at our properties. We paid BMS $3.6 million and $9.9 million during the three and nine months ended September 30, 2017, respectively, and $3.3 million and $9.6 million during the three and nine months ended September 30, 2016, respectively, which are included in "Property operating expenses" in our statements of operations.

We entered into a consulting agreement with Mr. Schear, a member of our Board of Trustees and formerly the president of Vornado’s Washington, DC segment. The consulting agreement expires on December 31, 2017 and provides for the payment of consulting fees at the rate of $166,667 per month for the 24 months following the Separation, including after the termination of the consulting agreement. The amount due under this consulting agreement of $4.1 million was recorded as a liability in connection with the Combination. As of September 30, 2017, the remaining liability is $3.6 million. In March 2017, Vornado amended Mr. Schear’s employment agreement with Vornado to provide for the payments that Mr. Schear will receive in connection with certain post-employment services.

~~Fees from JBG Legacy Funds~~

~~In addition to our portfolio, we have a third-party~~ real estate services business ~~that~~ provides fee-based real estate services to ~~our real estate ventures, legacy funds formerly organized by JBG and other third parties. We provide services for~~ the ~~benefit of~~WHI, the JBG Legacy Funds ~~that own interests in the assets retained by the JBG Legacy Funds.~~and other third parties, including Amazon. In connection with the contribution to us of certain assets formerly owned by the JBG Legacy Funds as part of the ~~JBG Assets to us, it was determined that~~Formation Transaction, the general partner and managing member interests in the JBG Legacy Funds that were held by certain former JBG executives (and who became members of our management team and/or Board of Trustees) ~~would~~were not be transferred to us and remain under the control of these individuals. In addition, certain members of our senior management team and Board of Trustees have an ownership ~~interest~~interests in the JBG Legacy Funds, and own carried interests in each fund and in certain of our ~~joint~~real estate ventures that ~~entitles~~entitle them to receive ~~additional compensation~~cash payments if the fund or ~~joint~~real estate venture achieves certain return thresholds. ~~This~~

We launched the WHI with the Federal City Council in June 2018 as a scalable market-driven model that uses private capital to help address the scarcity of housing for middle income families. We are the manager for the WHI Impact Pool, which is the social impact debt financing vehicle of the WHI. As of June 30, 2022, the WHI Impact Pool had completed closings of capital commitments totaling $114.4 million, which included a commitment from us of $11.2 million. As of June 30, 2022, our remaining unfunded commitment was $6.2 million.

The third-party real estate services revenue, including expense reimbursements, from ~~these~~the JBG Legacy Funds and the WHI Impact Pool was $4.8 million and $10.3 million for ~~both~~ the three and ~~nine~~six months ended ~~September~~June 30, ~~2017 was $8.4 million.~~

~~Registration Rights Agreements~~

~~In connection with~~2022, and $5.8 million and $11.6 million for the ~~Formation Transaction,~~three and six months ended June 30, 2021. As of June 30, 2022 and December 31, 2021, we entered into a registration rights agreement with certain former investors in the legacy JBG funds that received our common shares in the Formation Transaction (the "Shares Registration Rights Agreement") and a separate registration rights agreement with the certain former investors in the legacy JBG funds and certain employees of JBG entities that received OP Units in the Formation Transaction (the "OP Units Registration Rights Agreement" and together with the Shares Registration Rights Agreement, the "Registration Rights Agreements"). Certain holders of common shares and OP Units who may benefithad receivables from the ~~Registration Rights Agreements are members~~JBG Legacy Funds and the WHI Impact Pool totaling $3.3 million and $3.2 million for such services.

We rented our former corporate offices from an unconsolidated real estate venture and made payments totaling $321,000 and $708,000 for the three and six months ended June 30, 2022, and $495,000 and $766,000 for the three and six months ended June 30, 2021.

We have agreements with Building Maintenance Services ("BMS"), an entity in which we have a minor preferred interest, to supervise cleaning, engineering and security services at our properties. We paid BMS $2.0 million and $5.1 million during the three and six months ended June 30, 2022, and $4.1 million and $8.5 million for the three and six months ended June 30, 2021, which is included in "Property operating expenses" in our statements of ~~our management team and/or Board~~operations.

Table of ~~Trustees.~~

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~~18.~~	~~Subsequent Events~~

~~In October 2017, we closed a $78.0 million loan on 1235 South Clark, an office asset in Crystal City, Virginia. The loan has a 10-year term and a fixed interest rate of 3.94%.~~

~~In October 2017, we repaid a $67.3 million loan at 220 20th Street, a multifamily asset located in Crystal City, Virginia.~~

~~In October 2017, we entered into agreements in the specified notional amounts to swap variable interest rates to fixed rates on the following debt instruments:~~

~~$50.0 million related to our Tranche A-1 Term Loan;~~

~~$107.7 million related to our mortgage loan on RTC - West; and~~

~~$107.5 million related to our mortgage loan on 800 North Glebe Road.~~

In November 2017, we closed a $110.0 million refinancing on Atlantic Plumbing, a multifamily and retail asset in the U Street/Shaw submarket of Washington, DC. The loan has a five-year term and a floating rate of LIBOR plus 1.50%. A prior swap agreement has been novated to synthetically fix the interest rate through September 2020. At closing, $100.0 million was funded, which was used in part to repay the existing $88.4 million loan. We have the ability to draw an additional $10.0 million based on the asset’s performance.

~~On November 9, 2017, our Board of Trustees declared a quarterly dividend of $0.225 per common share, payable on November 30, 2017 to shareholders of record on November 20, 2017.~~


~~ITEM 2.~~	~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or other similar expressions in this Quarterly Report on Form 10-Q. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Risk Factors" in Item 1A of our ~~Registration Statement~~Annual Report on Form ~~10, as amended,~~10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission ~~(the "SEC"~~on February 22, 2022 ("Annual Report") and ~~declared effective on June 26, 2017, as well as the section entitled "Risk Factors"~~"Management's Discussion and Analysis of ~~the final Information Statement filed with the SEC as Exhibit 99.1 on our Current~~Financial Condition and Results of Operations" in this Quarterly Report on Form ~~8-K filed on June 27, 2017.~~

10-Q and our Annual Report.

For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Organization and Basis of Presentation

JBG SMITH Properties ("JBG SMITH") ~~was organized by Vornado Realty Trust ("Vornado" or "former parent") as~~, a Maryland real estate investment trust ("REIT") ~~on October 27, 2016 (capitalized on November 22, 2016).~~, owns and operates a portfolio of commercial and multifamily assets amenitized with ancillary retail. JBG SMITH's portfolio reflects its longstanding strategy of owning and operating assets within Metro-served submarkets in the Washington, D.C. metropolitan area with high barriers to entry and vibrant urban amenities. Approximately two-thirds of our portfolio is in National Landing in Northern Virginia where we serve as the developer for Amazon.com, Inc.'s ("Amazon") new headquarters and where Virginia Tech's $1 billion Innovation Campus is under construction. In addition, our third-party asset management and real estate services business provides fee-based real estate services to Amazon, the Washington Housing Initiative ("WHI") Impact Pool, the legacy funds formerly organized by The JBG Companies ("JBG") (the "JBG Legacy Funds") and other third parties. Substantially all our assets are held by, and our operations are conducted through, JBG SMITH ~~was formed~~Properties LP ("JBG SMITH LP"), our operating partnership. JBG SMITH is referred to as "we," "us," "our" or other similar terms. References to "our share" refer to our ownership percentage of consolidated and unconsolidated assets in real estate ventures, but exclude our 10% subordinated interest in one commercial building and our 33.5% subordinated interest in four commercial buildings, as well as the associated non-recourse mortgages payable, held through unconsolidated real estate ventures as our investment in each real estate venture is zero, we do not anticipate receiving any near-term cash flow distributions from the real estate ventures and have not guaranteed their obligations or otherwise committed to providing financial support.

Prior to the Separation from Vornado, JBG SMITH was a wholly owned subsidiary of Vornado and had no material assets or operations. Pursuant to a separation agreement, on July 17, 2017, Vornado distributed 100% of the then outstanding common shares of JBG SMITH on a pro rata basis to the holders of its common shares. Prior to such distribution by Vornado, Vornado Realty L.P. ("VRLP"), Vornado's operating partnership, distributed common limited partnership units ("OP Units") in JBG SMITH Properties LP ("JBG SMITH LP"), our operating partnership, on a pro rata basis to the holders of VRLP's common limited partnership units, consisting of Vornado and the other common limited partners of VRLP. Following such distribution by VRLP and prior to such distribution by Vornado, Vornado contributed to JBG SMITH all of the OP Units it received in exchange for common shares of JBG SMITH. Each Vornado common shareholder received one JBG SMITH common share for every two Vornado common shares held as of the close of business on July 7, 2017 (the "Record Date"). Vornado and each of the other limited partners of VRLP received one JBG SMITH LP OP Unit for every two common limited partnership units in VRLP held as of the close of business on the Record Date. The operations of JBG SMITH are presented as if the transfer of the Vornado Included Assets had been consummated prior to all historical periods presented in the accompanying financial statements at the carrying amounts of such assets and liabilities reflected in Vornado’s books and records.

The following is a discussion of the historical results of operations and liquidity and capital resources of JBG SMITH as of and for the three- and nine-month periods ended September 30, 2017 and 2016, which includes results prior to the consummation of the Formation Transaction. The historical results presented prior to the consummation of the Formation Transaction include the Vornado Included Assets, all of which were under common control of Vornado until July 17, 2017. Unless otherwise specified, the discussion of the historical results prior to July 18, 2017 does not include the results of the JBG Assets . The following discussion should be read in conjunction with the condensed consolidated and combined interim financial statements and notes thereto appearing in "Item 1. Financial Statements.".

References to ~~the~~our financial statements refer to our unaudited condensed consolidated ~~and combined~~ financial statements as of ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016.~~2021. References to ~~the~~our balance sheets refer to our condensed consolidated ~~and combined~~ balance sheets as of ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016.~~2021. References to ~~the~~our statements of operations refer to our condensed consolidated ~~and combined~~ statements of operations for the three

and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016.~~2021. References to ~~the~~our statements of cash flows refer to our condensed consolidated ~~and combined~~ statements of cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016.~~2021.

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The accompanying ~~unaudited~~ financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP")~~. GAAP~~, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The historical financial results for the Vornado Included Assets reflect charges for certain corporate costs allocated by the former parent which we believe are reasonable. These charges were based on either actual costs incurred or a proportion of costs estimated to be applicable to the Vornado Included Assets based on an analysis of key metrics, including total revenues. Such costs do not necessarily reflect what the actual costs would

We have ~~been if the Vornado Included Assets had been operating as a separate standalone public company. These charges are discussed further in Note 17 to the financial statements.~~

~~We intend to elect~~elected to be taxed as a REIT under sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code")~~, commencing with the filing of our tax return for the 2017 calendar year, effective for our tax year ending December 31, 2017.~~. Under those sections, a REIT which distributes at least 90% of its REIT taxable income as dividends to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. ~~Prior to the Separation, the Vornado Included Assets historically operated under Vornado’s REIT structure. Since Vornado operates as a REIT~~We currently adhere and ~~distributes 100% of taxable income to its shareholders, no provision for federal income taxes has been made in the accompanying financial statements for the periods prior to the Separation. We~~ intend to continue to adhere to these requirements and to maintain our REIT status in future periods.

As a REIT, we are allowed to reduce taxable income by all or a portion of our distributions to shareholders. Future distributions will be declared and paid at the discretion of our Board of Trustees and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual dividend requirements under the REIT provisions of the Code, as amended, and such other factors as our Board of Trustees deems relevant.

We also participate in ~~certain~~the activities conducted by our subsidiary entities ~~which~~that have elected to be treated as taxable REIT subsidiaries ~~("TRS")~~ under the Code. As such, we are subject to federal, state and local taxes on the income from ~~these~~those activities. Income taxes attributable to our TRSs are accounted for under the asset and liability method. Under the asset and liability method, deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future.

We aggregate our operating segments into three reportable segments ~~(office,~~(commercial, multifamily, and third-party asset management and real estate services) based on the economic characteristics and nature of our assets and services.

Our revenues and expenses are, to some extent, subject to seasonality during the year, which impacts quarterly net earnings, cash flows and funds from operations that affects the sequential comparison of our results in individual quarters over time. For instance, we have historically experienced higher utility costs in the first and third quarters of the year.

We compete with ~~a large number of~~many property owners and developers. Our success depends upon, among other factors, trends affecting national and local economies, the financial condition and operating results of current and prospective tenants, the availability and cost of capital, interest rates, construction and renovation costs, taxes, governmental regulations and legislation, population trends, zoning laws, and our ability to lease, sublease or sell our assets at profitable levels. Our success is also subject to our ability to refinance existing debt on acceptable terms as it comes due.

Overview

As of ~~September~~June 30, ~~2017,~~2022, our ~~portfolio comprised: (i) 69~~Operating Portfolio consisted of 56 operating assets comprising ~~51 office~~35 commercial assets totaling ~~over 13.7~~10.5 million square feet ~~(11.8~~(8.9 million square feet at our share), 1419 multifamily assets totaling ~~6,016~~7,359 units ~~(4,232~~(6,496 units at our share) and ~~four other~~two wholly owned land assets ~~totaling approximately 765,000 square feet (348,000 square feet~~for which we are the ground lessor. Additionally, we have: (i) two under-construction multifamily assets with 1,583 units (1,583 units at our share); (ii) ~~nine assets under construction comprising four office~~eight near-term development assets totaling ~~approximately 1.3~~3.7 million square feet (1.2 million square feet at our share), four multifamily assets totaling 1,334 units (1,149 units at our share) and one other asset totaling approximately 41,100 square feet (4,100 square feet at our share; (iii) one near-term development multifamily asset totaling 433 units (303 units at our share), and (iv) 42 future development assets totaling approximately 21.3 million square feet (17.6(3.5 million square feet at our share) of estimated potential development density; and (iii) 16 future development assets totaling 8.8 million square feet (6.3 million square feet at our share) of estimated potential development density.

We continue to implement our comprehensive plan to reposition our holdings in National Landing in Northern Virginia by executing a broad array of Placemaking strategies. Our Placemaking includes the delivery of new multifamily and office developments, locally sourced amenity retail, and thoughtful improvements to the streetscape, sidewalks, parks and other outdoor gathering spaces. In keeping with our dedication to Placemaking, each new project is intended to contribute to authentic and distinct neighborhoods by creating a vibrant street environment with robust retail offerings and other amenities, including improved public spaces. Additionally, the cutting-edge digital infrastructure investments we are making, including our ownership of Citizens Broadband Radio Service wireless spectrum in National Landing and an agreement with AT&T, are advancing our efforts to make National Landing among the first 5G-operable submarkets in the nation.

In November 2018, Amazon announced it had selected sites in National Landing as the location of its new headquarters. We currently have leases with Amazon totaling 1.0 million square feet at six office buildings in National Landing. We have sold to Amazon two of our National Landing development sites, Metropolitan Park and Pen Place. We are currently constructing two new office buildings for Amazon on Metropolitan Park, totaling 2.1 million square feet, inclusive of over 50,000 square feet of street-level retail with new shops and restaurants. We are the developer, property manager and retail leasing agent for Amazon's new headquarters at National Landing.

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2022 Outlook

A fundamental component of our strategy to maximize long-term net asset value ("NAV") per share is active capital allocation. We evaluate development, acquisition, disposition, share repurchase and other investment decisions based on how they may impact long-term NAV per share. We intend to continue to opportunistically sell non-core office assets outside of National Landing as well as land sites where a ground lease or joint venture execution may represent the most attractive path to maximizing value. Successful execution of our capital allocation strategy enables us to source capital at NAV from the disposition of assets generating low cash yields and invest those proceeds in new acquisitions with higher cash yields and growth, as well as in development projects with significant yield spreads and profit potential. We view this strategy as a key tool to source capital and intend to continue disposing of assets where the disparity in public and private market valuations is greatest. Consequently, at any given time, we expect to be in various stages of discussions and negotiations with potential buyers, real estate venture partners, ground lessors and other counterparties with respect to sales, joint ventures and/or ground leases for certain of our assets, including portfolios thereof. These discussions and negotiations may or may not lead to definitive documentation or closed transactions. Redeploying the proceeds from these sales will not only help fund our planned growth, but will also further advance the strategic shift of our portfolio to majority multifamily.

Our office portfolio occupancy improved by 280 basis points in the second quarter as compared to March 31, 2022. Excluding assets that were sold during the quarter, our operating commercial operating occupancy increased by 40 basis points in the second quarter. New leasing has been slow to recover from the pandemic and will likely continue to lag due to delayed return-to-the office plans and decision-making related to future office utilization. We expect this lag to continue to impact our occupancy levels for the foreseeable future. We have seen an increase in the number of employees returning to the office, with parking revenue in our commercial portfolio at approximately 74% of pre-pandemic levels of approximately $25 million annually, at our share.

Our multifamily portfolio occupancy improved by 70 basis points in the second quarter as compared to March 31, 2022, as residents continued to return to urban environments and cities repopulated. Although asking rents in our portfolio ended the quarter above pre-pandemic levels, average in-place rents ended the quarter approximately 10.9% below asking rents. For the second quarter lease expirations, we increased average renewal rates by approximately 8.6%. We expect in-place rents to increase as leases roll due to the expiration of several jurisdictional restrictions on rent increases.

Operating Results

Key highlights ~~of operating results~~ for the three and six months ended ~~September~~June 30, ~~2017~~2022 included:

●

▪

a net ~~loss~~income attributable to common shareholders of ~~$69.8~~$123.3 million, or ~~$0.61~~$1.02 per diluted common share, for the three months ended ~~September~~June 30, ~~2017 as~~2022 compared to a net ~~income~~loss attributable to common shareholders of ~~$21.0~~$3.0 million, or ~~$0.21~~$0.03 per diluted common share, for the three months ended ~~September~~June 30, ~~2016. The~~2021. Net income attributable to common shareholders of $123.2 million, or $0.99 per diluted common share, for the six months ended June 30, 2022 compared to a net loss attributable to common shareholders of $23.7 million, or $0.19 per diluted common share, for the six months ended June 30, 2021;

~~loss for the three months ended September 30, 2017 was due in part to transaction and other costs of $104.1 million partially offset by a gain on bargain purchase of $27.8 million;~~

●	third-party real estate services revenue, including reimbursements, of $22.2 million and $46.1 million for the three and six months ended June 30, 2022 compared to $26.7 million and $64.9 million for the three and six months ended June 30, 2021;

▪●	~~an increase in~~ operating ~~office~~commercial portfolio leased and occupied percentages ~~to 88.2% leased~~at our share of 87.3% and ~~87.5% occupied as of September 30, 2017 from 87.5% and 86.2%~~86.1% as of June 30, ~~2017;~~


▪	~~an increase in operating multifamily portfolio occupancy~~2022 compared to ~~94.6%~~85.2% and 83.3% as of ~~September 30, 2017 from 93.9%~~March 31, 2022, and 85.9% and 84.4% as of June 30, ~~2017. Multifamily~~2021;

●

operating multifamily portfolio leased ~~percentage decreased to 96.2% as~~and occupied percentages ⁽¹⁾ at our share of ~~September 30, 2017 from 96.8%~~95.7% and 92.3% as of June 30, ~~2017;~~2022 compared to 94.1% and 91.6% as of March 31, 2022, and 92.8% and 88.7% as of June 30, 2021. In-service operating multifamily portfolio leased and occupied percentages at our share of 96.6% and 93.1% as of June 30, 2022, compared to 95.5% and 92.9% as of March 31, 2022, and 96.4% and 92.7% as of June 30, 2021;

●

▪

the leasing of ~~approximately 289,000 square feet, or 206,000~~326,000 square feet at our share, ⁽¹⁾, at an initial rent⁽²⁾of ~~$43.08~~$40.34 per square ~~foot;~~foot and

a GAAP-basis weighted average rent per square foot ⁽³⁾of $38.43 for the three months ended June 30, 2022, and the leasing of 536,000 square feet at our share, at an initial rent⁽²⁾of $45.62 per square foot and a GAAP-basis weighted average rent per square foot⁽³⁾of $44.34 for the six months ended June 30, 2022; and

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●

▪

an increase in same store ⁽³⁾⁽⁴⁾ ~~net operating income ("NOI")~~NOI of ~~6.3%~~13.8% to ~~$70.3~~$79.3 million for the three months ended ~~September~~June 30, ~~2017 as~~2022 compared to ~~$66.1~~$69.7 million for the three months ended ~~September~~June 30, ~~2016.~~

2021, and an increase in same store ⁽⁴⁾NOI of 13.9% to $155.4 million for the six months ended June 30, 2022 compared to $136.5 million for the six months ended June 30, 2021.

~~_________________~~

(1)
⁽¹⁾	~~Refers to our ownership percentage of consolidated~~2221 S. Clark Street - Residential and ~~unconsolidated assets in real estate ventures.~~900 W Street are excluded from leased and occupied percentages as they are operated as short-term rental properties

(2)
⁽²⁾	Represents the cash basis weighted average starting rent per square foot at our share, which excludes free rent and ~~periodic rent steps.~~fixed escalations.

(3)	Represents the weighted average rent per square foot recognized over the term of the respective leases, including the effect of free rent and fixed escalations.

⁽³⁾

(4)

Includes the results of the properties that are owned, operated and ~~stabilized~~in-service for the entirety of both periods being compared except for properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. ~~Excludes the JBG Assets acquired in the Combination.~~

Additionally, investing and financing activity during the ~~three~~six months ended ~~September~~June 30, ~~2017~~2022 included:

●
▪	the ~~issuance of 94.7 million common shares and 5.8 million OP Units in connection with the Separation (see Note 1 to the financial statements for more information)~~


▪	~~the completion~~sale of the ~~Combination in exchange~~Universal Buildings, Pen Place and a development parcel for ~~23.3 million common shares and 13.9 million OP Units (see~~an aggregate gross sales price of $429.3 million. See Note 3 to the financial statements for ~~more information);~~additional information;

●

the formation of an unconsolidated real estate venture with affiliates of Fortress Investment Group LLC to recapitalize a 1.6 million square foot office portfolio and land parcels for a gross sales price of $580.0 million comprising four wholly owned commercial assets. See Note 4 to the financial statements for additional information;

▪●	recognition of an aggregate gain of $6.2 million from the ~~closing~~sale of various assets by our unconsolidated real estate ventures. See Note 4 to the financial statements for additional information;

●	the sale of investments in equity securities during the first quarter of 2022, which had been carried at cost, resulting in a realized gain of $13.9 million;

●

the amendment of a ~~$1.4 billion credit facility, consisting of a $1.0 billion revolving credit facility with a four-year term, with two six-month extension options, a five and a half-year delayed draw~~ $200.0 million unsecured term loan, originally maturing in January 2023, to extend the maturity date to January 2025 with two one-year extension options, and to amend the interest rate to Secured Overnight Financing Rate ("SOFR") plus 1.15% to SOFR plus 1.75%, varying based on a ~~seven-year delayed draw $200.0 million unsecured term loan;~~ratio of our total outstanding indebtedness to a valuation of certain real property and assets;

●	the repayment of the outstanding balance on our revolving credit facility totaling $300.0 million;

▪●	the ~~prepayment~~payment of ~~mortgages payable with an aggregate principal balance~~dividends totaling $56.3 million and distributions to our redeemable noncontrolling interests of ~~$181.7~~$8.2 million; ~~and~~

●	the repurchase and retirement of 11.8 million of our common shares for $307.0 million, a weighted average purchase price per share of $25.91; and

▪●	the investment of ~~$115.9~~$128.1 million in development, ~~costs,~~ construction in progress and real estate additions.

Activity subsequent to June 30, 2022 included:

●	the borrowing of $100.0 million under our revolving credit facility, and the amendment of the interest rate to SOFR plus 1.15% to SOFR plus 1.60%, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets;

●

the amendment of a $200.0 million unsecured term loan to increase its borrowing capacity by $200.0 million. The incremental $200.0 million includes a one-year delayed draw feature, which was undrawn as of the date of this filing. The amendment extends the maturity date of the term loan from July 2024 to January 2028 and amends the interest rate to SOFR plus 1.25% to SOFR plus 1.80% per annum, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets. We also entered into two forward-starting interest rate swaps with an effective date of July 2024 and a total notional value of $200.0 million, which will effectively fix SOFR at a weighted average interest rate of 2.25% through the maturity date;

●	the acquisition of the remaining 36.0% ownership interest in Atlantic Plumbing, a multifamily asset owned by an unconsolidated real estate venture, for $19.7 million;

●	the repurchase and retirement of 1.5 million common shares for $36.0 million, a weighted average purchase price per share of $23.92, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended; and

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●	the declaration of a quarterly dividend of $0.225 per common share, payable on August 26, 2022 to shareholders of record as of August 12, 2022.

Critical Accounting ~~Policies and~~ Estimates

Our ~~Information Statement on Form 10, as amended, filed with the SEC on June 20, 2017~~Annual Report contains a description of our critical accounting ~~policies,~~estimates, including asset acquisitions, real estate, deferred costs, revenue recognition and income taxes. For the three and nine months ended September 30, 2017, there were no material changes to these policies, except for the addition of the following policy:

~~Business Combinations~~

We account for business combinations, including the acquisition of real estate, using the acquisition method by recognizing and measuring the identifiable assets acquired, liabilities assumed, and any noncontrolling interests in the acquiree at their acquisition date fair values. As a result, upon the acquisition, we estimate the fair value of the acquired tangible assets (consisting of real estate, cash and cash equivalents, tenant and other receivables, investments in ~~unconsolidated~~ real estate ventures and ~~other assets, as applicable), identified intangible assets and liabilities (consisting of~~revenue recognition. There have been no significant changes to our policies during the value of in-place leases, above- and below-market leases, options to enter into ground leases and management contracts, as applicable), assumed debt and other liabilities, and noncontrolling interests, as applicable, based on our evaluation of information and estimates available at that date. Based on these estimates, we allocate the purchase price to the identified assets acquired and liabilities assumed. Any excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Any excess of the fair value of assets acquired over the purchase price is recorded as a gain on bargain purchase. If, up to one year from the acquisition date, information regarding the fair value of the net assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments are made on a prospective basis to the purchase price allocation, which may include adjustments to identified assets, assumed liabilities, and goodwill or the gain on bargain purchase, as applicable. Transaction costs related to business combinations are expensed as incurred and included in "Transaction and other costs" in our statements of operations.

The fair values of tangible real estate assets are determined using the “as-if vacant” approach whereby we use discounted income, or cash flow models with inputs and assumptions that we believe are consistent with current market conditions for similar assets. The most significant assumptions in determining the allocation of the purchase price to tangible assets are the exit capitalization rate, discount rate, estimated market rents and hypothetical expected lease-up periods.

~~The fair values of identified intangible assets are determined based on the following:~~

The value allocable to the above- or below-market component of an acquired in-place lease is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be received pursuant to the lease over its remaining term and (ii) management’s estimate of the amounts that would be received using market rates over the remaining term of the lease. Amounts allocated to above- market leases are recorded as "Identified intangible assets" in "Other assets, net" in the balance sheets, and amounts allocated to below-market leases are recorded as "Lease intangible liabilities" in "Other liabilities, net" in the balance sheets. These intangibles are amortized to "Property rentals" in our statements of operations over the remaining terms of the respective leases.

six months ended June 30, 2022.

Recent Accounting Pronouncements

See Note 2 to the financial statements for a description of ~~the potential impact of the adoption of any new~~recent accounting pronouncements.

Results of Operations

During the six months ended June 30, 2022, we sold the Universal Buildings and Pen Place, and sold 7200 Wisconsin Avenue, 1730 M Street, RTC-West/RTC-West Trophy Office/RTC-West Land ("RTC-West") and Courthouse Plaza 1 and 2 to an unconsolidated real estate venture. We collectively refer to these assets as the "Disposed Properties" in the discussion below. In November 2021, we acquired The Batley.

Comparison of the Three Months Ended ~~September~~June 30, ~~2017~~2022 to ~~2016~~

2021

The following summarizes certain line items from our statements of operations that we believe are important in understanding our operations and/or those items which significantly changed in the three months ended ~~September~~June 30, ~~2017 as~~2022 compared to the same period in ~~2016:~~

2021:


	Three Months Ended June 30,
	2022		2021		% Change

	(Dollars in thousands)
Property rental revenue	$	117,036	$	122,819	(4.7)	%
Third-party real estate services revenue, including reimbursements		22,157		26,745	(17.2)	%
Depreciation and amortization expense		49,479		56,678	(12.7)	%
Property operating expense		35,445		35,000	1.3	%
Real estate taxes expense		14,946		18,558	(19.5)	%
General and administrative expense:
Corporate and other		14,782		13,895	6.4	%
Third-party real estate services		24,143		25,557	(5.5)	%
Share-based compensation related to Formation Transaction and special equity awards		1,577		4,441	(64.5)	%
Transaction and other costs		1,987		2,270	(12.5)	%
Income (loss) from unconsolidated real estate ventures, net		(2,107)		3,953	(153.3)	%
Interest expense		16,041		16,773	(4.4)	%
Gain on the sale of real estate, net		158,767		11,290	*

Three Months Ended September 30,
2017 2016 % Change
(In thousands)
Property rentals revenue $ 116,458
$ 103,265
12.8 %
Tenant reimbursements revenue 9,593
10,231
(6.2 )%
Third-party real estate services revenue, including reimbursements
25,141
8,297
203.0 %
Depreciation and amortization expense 43,951
31,377
40.1 %
Property operating expense 29,634
27,287
8.6 %
Real estate taxes expense 17,194
14,462
18.9 %
General and administrative expense:
Corporate and other 10,593
10,913
(2.9 )%
Third-party real estate services 21,178
4,779
343.1 %
Share-based compensation related to Formation Transaction
14,445
—
*
Transaction and other costs 104,095
1,528
*
(Loss) income from unconsolidated real estate ventures (1,679 ) 584
*
Interest expense 15,309
13,028
17.5 %
Loss on extinguishment of debt 689
—
*
Gain on bargain purchase 27,771
—
*
Net loss attributable to redeemable noncontrolling interests 8,160
—
*

~~______________~~

* Not meaningful.

Property ~~rentals~~rental revenue ~~increased~~decreased by approximately ~~$13.2~~$5.8 million, or ~~12.8%~~4.7%, to ~~$116.5~~$117.0 million in ~~2017~~2022 from ~~$103.3~~$122.8 million in ~~2016.~~2021. The ~~increase~~decrease was primarily due to ~~revenues of $13.8 million associated with the assets acquired in the Combination, partially offset by~~ a ~~decrease of $0.6 million in revenues associated with existing assets. The $0.6~~$16.8 million decrease ~~in revenues associated with existing assets is primarily~~related to the Disposed Properties and a $1.3 million decrease related to 2451 Crystal Drive due to ~~1150 17~~th ~~St and 1770 Crystal Drive being taken out of service, partially offset by an increase in occupancy and associated rentals at The Bartlett which was placed into service in the second quarter of 2016.~~

Tenant reimbursements revenue decreased by approximately $600,000, or 6.2%, to $9.6 million in 2017 from $10.2 million in 2016. Revenue associated with existing assets decreased $2.0 million, primarily due to lower construction management services provided to tenants ~~and lower operating expenses,~~in 2021. The decrease in property rental revenue was partially offset by an(i) a $4.6 million increase ofrelated to higher occupancy at several recently developed properties (4747 Bethesda Avenue, West Half, The Wren, 900 W Street and 901 W Street), (ii) a $2.8 million increase related to The Batley, (iii) a $1.8 million increase at RiverHouse and The Bartlett due to higher occupancy, (iv) a $1.4 million ~~associated~~increase related to Crystal City Marriott due to increased occupancy, (v) a $1.3 million increase due to cash basis tenants paying previously deferred rent in 2022 and to a decrease in uncollectible operating lease receivables, and (vi) an $808,000 increase related to the commencement of a lease with ~~the assets acquired in the Combination.~~Amazon at 2100 Crystal Drive.

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Third-party real estate services revenue, including reimbursements, decreased by approximately $4.6 million, or 17.2%, to $22.2 million in 2022 from $26.7 million in 2021. The decrease was primarily due to (i) a $2.2 million decrease in development fees related to the timing of development projects, (ii) a $954,000 decrease in reimbursement revenue and (iii) a $716,000 decrease in asset management fees due to the sale of assets within the JBG Legacy Funds.

Depreciation and amortization expense decreased by approximately $7.2 million, or 12.7%, to $49.5 million in 2022 from $56.7 million in 2021. The decrease was primarily due to an $8.7 million decrease related to the Disposed Properties and a $1.7 million decrease related to 2345 Crystal Drive primarily due to the amortization and disposal of certain tenant improvements in 2021. The decrease in depreciation and amortization expense was partially offset by a $2.9 million increase related to The Batley.

Property operating expense increased by approximately ~~$16.8 million,~~$445,000, or ~~203.0%~~1.3%, to ~~$25.1~~$35.4 million in ~~2017~~2022 from ~~$8.3~~$35.0 million in ~~2016.~~2021. The increase was primarily due to ~~the real estate services business acquired~~(i) a $2.8 million increase in ~~the Combination,~~property operating expenses across our portfolio, primarily utility, and repairs and maintenance expenses, (ii) an $875,000 increase related to The Batley, (iii) an $821,000 increase related to higher occupancy at several recently developed properties (4747 Bethesda Avenue, West Half, The Wren, 900 W Street and 901 W Street), (iv) a $772,000 increase at properties in our development pipeline due to an increase in marketing expenses and (v) a $552,000 increase related to technology initiatives in National Landing. The increase in property operating expense was partially offset by ~~lower management fees and leasing commissions from existing arrangements with third-parties.~~

~~Depreciation and amortization~~a $5.6 million decrease related to the Disposed Properties.

Real estate tax expense ~~increased~~decreased by approximately ~~$12.6~~$3.6 million, or ~~40.1%~~19.5%, to ~~$44.0~~$14.9 million in ~~2017~~2022 from ~~$31.4~~$18.6 million in ~~2016.~~2021. The ~~increase~~decrease was primarily due to ~~depreciation and amortization expense associated with~~a $3.4 million decrease related to the ~~assets acquired in the Combination.~~

Property operating expense increased by approximately $2.3 million, or 8.6%, to $29.6 million in 2017 from $27.3 million in 2016. The increase was primarily due to property operating expenses of $4.2 million associated with the assets acquired in the Combination, partially offset by a decrease of $1.9 million associated with existing assets due primarily to lower tenant services expense and lower utilities.

Real estate tax expense increased by approximately $2.7 million, or 18.9%, to $17.2 million in 2017 from $14.5 million in 2016. The increase was primarily due to real estate tax expense of $2.1 million associated with the assets acquired in the Combination, an increase in the tax assessments and lower capitalized real estate taxes.

Disposed Properties.

General and administrative expense: corporate and other ~~decreased~~increased by approximately ~~$300,000,~~$887,000, or ~~2.9%~~6.4%, to ~~$10.6~~$14.8 million in ~~2017~~2022 from ~~$10.9~~$13.9 million in ~~2016.~~2021. The ~~decrease~~increase was primarily due to ~~lower marketing and general office expenses, partially offset by~~ an increase in ~~general operating expenses associated with the operations acquired in the Combination.~~

compensation expense.

General and administrative expense: third-party real estate services ~~increased~~decreased by approximately ~~$16.4~~$1.4 million, or ~~343.1%~~5.5%, to ~~$21.2~~$24.1 million in ~~2017~~2022 from ~~$4.8~~$25.6 million in ~~2016~~2021. The decrease was primarily due to ~~the real estate services business acquired~~a decrease in ~~the Combination.~~

reimbursable expenses, partially offset by an increase in compensation expense.

General and administrative expense: share-based compensation related to Formation Transaction ~~of $14.4~~and special equity awards decreased by approximately $2.9 million, or 64.5%, to $1.6 million in ~~2017 consists~~2022 from $4.4 million in 2021. The decrease was primarily due to the graded vesting of ~~expense related to share-based compensation~~certain awards issued in ~~connection with~~prior years, which resulted in lower expense as portions of the ~~Formation Transaction.~~

awards vested.

Transaction and other costs of ~~$104.1~~$2.0 million in ~~2017 consists primarily~~2022 included (i) $854,000 of ~~fees~~expenses related to completed, potential and pursued transactions, (ii) $727,000 of integration and severance costs and (iii) $406,000 of demolition costs related to 223 23^rd Street and 2250/2300 Crystal Drive. Transaction and other costs of $2.3 million in 2021 included (i) $1.6 million of expenses ~~incurred in connection with the Formation Transaction, including~~related to completed, potential and pursued transactions, (ii) $439,000 of demolition costs related to 2000/2001 South Bell Street and (iii) $222,000 of integration and severance ~~and transaction bonus expense of $34.3 million, investment banking fees of $33.6 million, legal fees of $13.1 million and accounting fees of $8.1 million.~~

costs.

Income (loss) from unconsolidated real estate ventures decreased by approximately ~~$2.3~~$6.1 million, or 153.3%, to a loss of ~~$1.7~~$2.1 million ~~in 2017~~for 2022 from income of ~~$584,000~~$4.0 million in ~~2016.~~2021. The decrease was primarily due to ~~losses from interests~~a $4.3 million reduction in gains on sale of real estate ~~ventures acquired~~related to various asset sales in ~~the Combination.~~

~~Interest expense increased by approximately $2.3 million, or 17.5%,~~2022 compared to ~~$15.3 million for 2017 from $13.0 million in 2016. The increase was primarily due to~~2021 and a $1.8 million ~~of interest expense associated with~~loss on the assets acquired in the Combination and lower capitalized interest related to The Bartlett which was placed into service during the second quarter of 2016, partially offset by lower interest expense associated with mortgages that were repaid.

~~Loss on~~ extinguishment of debt ~~of $689,000~~related to a property that was sold in ~~2017 relates~~2022.

Interest expense decreased by approximately $732,000, or 4.4%, to ~~the prepayment of mortgages payable.~~

~~The gain on bargain purchase of approximately $27.8~~$16.0 million in ~~2017 represents the estimated fair value of the identifiable net assets acquired~~2022 from $16.8 million in ~~excess of the purchase consideration~~2021. The decrease in ~~the Combination. The purchase consideration~~interest expense was ~~based on~~due to a $2.0 million increase in the fair value of our interest rate caps due to rising interest rates and a $1.0 million decrease related to the ~~common shares~~Disposed Properties. The decrease in interest expense was partially offset by (i) a $1.1 million increase due to new mortgage loans entered into in 2021 at 1225 S. Clark Street and ~~OP Units issued~~1215 S. Clark Street, (ii) a $445,000 increase related to a higher average outstanding balance on our revolving credit facility, (iii) a $276,000 increase at 4747 Bethesda due to rising interest rates and (iv) a $199,000 increase due to an increase in rates related to the ~~Combination.~~Tranche A-1 Term Loan.

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Gain on the sale of real estate of $158.8 million in 2022 was due to the disposition of the Disposed Properties. See Note 3 to the financial statements for additional information.

~~Net loss attributable to redeemable noncontrolling interests~~ Gain on the sale of ~~approximately $8.2~~real estate of $11.3 million in ~~2017 relates to~~2021 was based on the ~~allocation~~cash received and the remeasurement of ~~net loss to the noncontrolling~~our retained interest in ~~JBG SMITH LP.~~

the land we contributed to one of our unconsolidated real estate ventures.

Comparison of the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2022 to ~~2016~~

2021

The following summarizes certain line items from our statements of operations that we believe are important in understanding our operations and/or those items which significantly changed in the ~~nine~~six months ended ~~September~~June 30, ~~2017 as~~2022 compared to the same period in ~~2016:~~

2021:


		Six Months Ended June 30,
		2022		2021		% Change

	(Dollars in thousands)
Property rental revenue		$	248,634	$	245,060	1.5	%
Third-party real estate services revenue, including reimbursements			46,127		64,852	(28.9)	%
Depreciation and amortization expense			107,541		121,404	(11.4)	%
Property operating expense			76,089		69,731	9.1	%
Real estate taxes expense			33,132		36,868	(10.1)	%
General and administrative expense:
Corporate and other			30,597		26,370	16.0	%
Third-party real estate services			51,192		54,493	(6.1)	%
Share-based compensation related to Formation Transaction and special equity awards			3,821		9,386	(59.3)	%
Transaction and other costs			2,886		5,960	(51.6)	%
Income from unconsolidated real estate ventures, net			1,038		3,010	65.5	%
Interest and other income (loss), net			15,918		(29)	*
Interest expense			32,319		33,069	(2.3)	%
Gain on the sale of real estate, net			158,631		11,290	*

Nine Months Ended September 30,
2017 2016 % Change
(In thousands)
Property rentals revenue $ 316,899
$ 299,497
5.8 %
Tenant reimbursements revenue 27,161
28,428
(4.5 )%
Third-party real estate services revenue, including reimbursements
38,881
24,617
57.9 %
Depreciation and amortization expense 109,726
98,291
11.6 %
Property operating expense 77,341
75,087
3.0 %
Real estate taxes expense 47,978
43,712
9.8 %
General and administrative expense:
Corporate and other 35,536
36,040
(1.4 )%
Third-party real estate services 30,362
14,272
112.7 %
Share-based compensation related to Formation Transaction
14,445
—
*
Transaction and other costs 115,173
1,528
*
Loss from unconsolidated real estate ventures (1,365 ) (952 ) 43.4 %
Interest expense 43,813
38,662
13.3 %
Loss on extinguishment of debt 689
—
*
Gain on bargain purchase 27,771
—
*
Net loss attributable to redeemable noncontrolling interests 2,481
—
*

~~______________~~

* Not meaningful.

Property ~~rentals~~rental revenue increased by approximately ~~$17.4~~$3.6 million, or ~~5.8%~~1.5%, to ~~$316.9~~$248.6 million in ~~2017~~2022 from ~~$299.5~~$245.1 million in ~~2016.~~2021. The increase was primarily due to ~~revenues of $13.8 million associated with the assets acquired in the Combination and an increase of $3.6 million in revenues associated with existing assets. The $3.6~~(i) a $9.1 million increase ~~in revenues associated~~related to higher occupancy at several recently developed properties (4747 Bethesda Avenue, West Half, The Wren, 900 W Street and 901 W Street), (ii) a $5.6 million increase related to The Batley, (iii) a $3.7 million increase related to the commencement of a lease with ~~existing assets is primarily~~Amazon at 2100 Crystal Drive, (iv) a $3.0 million increase at RiverHouse and The Bartlett due to anhigher occupancy and (v) a $1.4 million increase related to Crystal City Marriott due to increased occupancy. The increase in ~~occupancy and associated rentals at The Bartlett multifamily project as the~~ property ~~was placed into service in the second quarter of 2016 and higher rents at 1215 S. Clark St, partially offset by a decrease in revenues at 1150 17~~th ~~St and 1770 Crystal Drive, which were taken out of service.~~

~~Tenant reimbursements~~rental revenue decreased by approximately $1.2 million, or 4.5%, to $27.2 million in 2017 from $28.4 million in 2016. Revenue associated with existing assets decreased by $2.6 million, primarily due to lower construction services provided to tenants and lower operating expenses,was partially offset by an ~~increase of $1.4~~$18.5 million ~~associated with~~decrease related to the ~~assets acquired in the Combination.~~

Disposed Properties.

Third-party real estate services revenue, including reimbursements, decreased by approximately $18.7 million, or 28.9%, to $46.1 million in 2022 from $64.9 million in 2021. The decrease was primarily due to a $13.0 million decrease in development fees related to the timing of development projects and a $3.9 million decrease in reimbursement revenue due to the termination of a management agreement.

Depreciation and amortization expense decreased by approximately $13.9 million, or 11.4%, to $107.5 million in 2022 from $121.4 million in 2021. The decrease was primarily due to an $18.5 million decrease related to the Disposed Properties and a $3.6 million decrease related to 2345 Crystal Drive primarily due to the amortization and disposal of certain tenant improvements in 2021. The decrease in depreciation and amortization expense was partially offset by a $7.2 million increase related to The Batley and an $820,000 increase related to 1770 Crystal Drive due to new tenants taking occupancy.

Property operating expense increased by approximately ~~$14.3~~$6.4 million, or ~~57.9%~~9.1%, to ~~$38.9~~$76.1 million in ~~2017~~2022 from ~~$24.6~~$69.7 million in ~~2016.~~2021. The increase was primarily due to ~~the real estate services business acquired~~(i) a $4.2 million increase in ~~the Combination,~~property operating expenses across our portfolio, primarily utility, and repairs and maintenance expenses, (ii) a $2.3 million increase related to technology initiatives in National Landing, (iii) a $1.8 million increase related to The Batley, (iv) a $1.4 million increase related to higher occupancy at several recently developed properties (4747 Bethesda Avenue, West Half, The Wren, 900 W Street and 901 W Street), (v) a $1.0 million increase at properties in our development pipeline due to an increase in marketing expenses and (vi) a $902,000 increase related to 2221 S. Clark Street – Residential due to higher property management and other operating

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expenses. The increase in property operating expense was partially offset by ~~lower management fees and leasing commissions from existing arrangements with third-parties.~~

~~Depreciation and amortization~~a $5.7 million decrease related to the Disposed Properties.

Real estate tax expense ~~increased~~decreased by approximately ~~$11.4~~$3.7 million, or ~~11.6%~~10.1%, to ~~$109.7 million for 2017 from $98.3~~$33.1 million in ~~2016.~~2022 from $36.9 million in 2021. The ~~increase~~decrease was primarily due to ~~depreciation and amortization expense associated with~~a $3.8 million decrease related to the ~~assets acquired in the Combination.~~

Property operating expense increased by approximately $2.2 million, or 3.0%, to $77.3 million in 2017 and from $75.1 million in 2016. The increase was primarily due to property operating expenses of $4.2 million associated with the assets acquired in the Combination, partially offset by a decrease of $2.0 million associated with existing assets due primarily to lower tenant services expense and lower utilities.

Real estate tax expense increased by approximately $4.3 million, or 9.8%, to $48.0 million in 2017 from $43.7 million in 2016. The increase was primarily due to real estate tax expense of $2.1 million associated with the assets acquired in the Combination, an increase in the tax assessments and lower capitalized real estate taxes.

Disposed Properties.

General and administrative expense: corporate and other ~~decreased~~increased by approximately ~~$500,000,~~$4.2 million, or ~~1.4%~~16.0%, to ~~$35.5 million for 2017 from $36.0~~$30.6 million in ~~2016.~~2022 from $26.4 million in 2021. The ~~decrease~~increase was primarily due to ~~lower marketing and general office expenses, partially offset by~~ an increase in ~~general operating expenses associated with the operations acquired in the Combination.~~

compensation expense.

General and administrative expense: third-party real estate services ~~increased~~decreased by approximately ~~$16.1~~$3.3 million, or ~~112.7%~~6.1%, to ~~$30.4~~$51.2 million in ~~2017~~2022 from ~~$14.3~~$54.5 million in ~~2016~~2021. The decrease was primarily due to ~~the real estate services business acquired~~a decrease in ~~the Combination.~~

reimbursable expenses, partially offset by an increase in compensation expense.

General and administrative expense: share-based compensation related to Formation Transaction ~~of $14.4~~and special equity awards decreased by approximately $5.6 million, or 59.3%, to $3.8 million in ~~2017 consists~~2022 from $9.4 million in 2021. The decrease was primarily due to the graded vesting of ~~expense related to share-based compensation~~certain awards issued in ~~connection with~~prior years, which resulted in lower expense as portions of the ~~Formation Transaction.~~

awards vested.

Transaction and other costs of ~~$115.2~~$2.9 million in ~~2017 consists primarily~~2022 included (i) $1.6 million of ~~fees~~expenses related to completed, potential and pursued transactions, (ii) $872,000 of integration and severance costs and (iii) $428,000 of demolition costs related to 223 23^rd Street and 2250/2300 Crystal Drive. Transaction and other costs of $6.0 million in 2021 included (i) $4.1 million of expenses ~~incurred in connection with the Formation Transaction, including~~related to completed, potential and pursued transactions, (ii) $1.4 million of demolition costs related to 2000/2001 South Bell Street and (iii) $462,000 of integration and severance ~~and transaction bonus expense of $34.3 million, investment banking fees of $33.6 million, legal fees of $13.1 million and accounting fees of $8.1 million.~~

~~Loss~~costs.

Income from unconsolidated real estate ventures ~~increased~~decreased by approximately ~~$400,000~~$2.0 million, or 65.5%, to ~~$1.4~~$1.0 million for 2022 from $3.0 million in ~~2017 from $1.0 million in 2016.~~2021. The ~~increase in the loss~~decrease was primarily due to ~~losses from interests~~a $1.0 million reduction in gains on sale of real estate ~~ventures acquired~~related to various asset sales in 2022 compared to 2021.

Interest and other income of $15.9 million in 2022 was primarily related to a realized gain of $13.9 million from the sale of investments in equity securities during the first quarter of 2022, which had been carried at cost, and a $1.2 million unrealized gain in 2022 related to equity investments carried at fair value.

Interest expense decreased by approximately $750,000, or 2.3%, to $32.3 million in 2022 from $33.1 million in 2021. The decrease in interest expense was due to a $5.4 million increase in the ~~Combination,~~fair value of our interest rate caps due to rising interest rates and a $1.2 million decrease related to 1730 M Street and RTC-West, which were sold to an unconsolidated real estate venture in April 2022. The decrease in interest expense was partially offset by (i) a ~~reduction~~$2.0 million increase due to new mortgage loans entered into in 2021 at 1225 S. Clark Street and 1215 S. Clark Street, (ii) a $1.6 million increase at Courthouse Plaza 1 and 2 due to a ground lease amendment in December 2021, which resulted in the ground lease being treated as a finance lease until we sold the asset to an unconsolidated real estate venture in April 2022, (iii) a $1.3 million increase related to a higher average outstanding balance on our revolving credit facility, (iv) a $326,000 increase related to 4747 Bethesda Avenue due to rising interest rates and (v) a $244,000 increase due to an increase in rates related to the Tranche A-1 Term Loan.

Gain on the sale of ~~interest expense~~real estate of ~~approximately $1.7 million from the refinancing of the Warner Building mortgage loan in May 2016 at a lower interest rate and for a lower outstanding principal amount.~~

~~Interest expense increased by approximately $5.1 million, or 13.3%, to $43.8 million for 2017 from $38.7~~$158.6 million in ~~2016. The increase~~2022 was primarily due to ~~$1.8 million of interest expense associated with~~ the assets acquired in the Combination and lower capitalized interest related to The Bartlett which was placed into service during the second quarter of 2016, partially offset by lower interest expense associated with mortgages that were repaid.

~~Loss on extinguishment of debt of $689,000 in 2017 related to the prepayment of mortgages payable.~~

~~The gain on bargain purchase of approximately $27.8 million in 2017 represents the estimated fair value~~sale of the identifiable net assets acquired in excess of the purchase consideration in the Combination. The purchase consideration was based on the fair value of the common shares and OP Units issued in the Combination.Disposed Properties. See Note 3 to the financial statements for additional information.

~~Net loss attributable to redeemable noncontrolling interests~~ Gain on the sale of ~~approximately $2.5~~real estate of $11.3 million in ~~2017 relates to~~2021 was based on the ~~allocation~~cash received and the remeasurement of ~~net loss to the noncontrolling~~our retained interest in ~~JBG SMITH LP.~~

the land we contributed to one of our unconsolidated real estate ventures.

~~Funds From Operations~~

~~We believe Funds from Operations ("FFO") (when combined with the primary presentations~~

FFO

FFO is a non-GAAP financial measure computed in accordance with ~~GAAP) is a useful supplemental measure of our operating performance that is a recognized metric used extensively~~the definition established by the ~~real estate industry and, in particular, REITs. The~~ National Association of Real Estate Investment Trusts ("~~NAREIT"~~Nareit") ~~stated~~ in ~~its April 2002~~the Nareit FFO White Paper ~~on Funds from Operations, "Historical cost accounting for~~- 2018 Restatement. Nareit defines FFO as net income (loss) (computed in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control and impairment write-downs

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of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, including our share of such adjustments for unconsolidated real estate ventures.

We believe FFO is a meaningful non-GAAP financial measure useful in comparing our levered operating performance from period-to-period and as compared to similar real estate companies because FFO excludes real estate depreciation and amortization expense and other non-comparable income and expenses, which implicitly assumes that the value of real estate ~~assets~~ diminishes predictably over ~~time. Since real estate values instead have historically risen or fallen with~~time rather than fluctuating based on market ~~conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves."~~

conditions. FFO as defined by NAREIT, is "net income (computed in accordance with GAAP), excluding gains (or losses) from sales of, or impairment charges related to, depreciable operating properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and real estate ventures. It states further that “adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis.” We believe that financial analysts, investors and shareholders are better served by the clearer presentation of comparable period operating results generated from our FFO measure. Our method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

~~FFO is presented to assist investors in analyzing our operating performance. FFO (i)~~ does not represent cash ~~flow~~generated from ~~operations as defined by GAAP, (ii)~~operating activities and is not necessarily indicative of cash available to fund ~~all~~ cash ~~flow needs, including the ability to make distributions, (iii) is not an alternative to cash flow as a measure of liquidity,~~requirements and ~~(iv)~~ should not be considered as an alternative to net income (loss) ~~income (which is determined~~(computed in accordance with GAAP) ~~for purposes of evaluating our operating performance.~~

, as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures used by other companies.

The following ~~reflects~~is the reconciliation of net income (loss) ~~income~~ attributable to ~~JBG SMITH Properties,~~common shareholders, the most directly comparable GAAP measure, to ~~FFO for the three months ended September 30, 2017:~~

Three Months Ended September 30, 2017

(In thousands)
Net loss attributable to JBG SMITH Properties $ (69,831 )
Net loss attributable to redeemable noncontrolling interests (8,160 )
Net loss (77,991 )
Real estate depreciation and amortization 41,393
Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures 6,059
FFO attributable to the operating partnership common units (30,539 )
FFO attributable to redeemable noncontrolling interests 3,195
FFO attributable to diluted common shareholders $ (27,344 )
Weighted average diluted shares 114,744

FFO:


	Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021		X	2022		2021

	(In thousands)
Net income (loss) attributable to common shareholders	$	123,275	$	(2,973)		$	123,243	$	(23,704)
Net income (loss) attributable to redeemable noncontrolling interests		18,248		(345)			18,258		(2,575)
Net loss attributable to noncontrolling interests		(29)		—			(84)		(1,108)
Net income (loss)		141,494		(3,318)			141,417		(27,387)
Gain on the sale of real estate, net of tax		(155,642)		(11,290)			(155,506)		(11,290)
Gain on the sale of unconsolidated real estate assets		(936)		(5,189)			(6,179)		(5,189)
Real estate depreciation and amortization		47,242		54,475			102,759		116,975
Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures		6,416		7,277			13,286		14,588
FFO attributable to noncontrolling interests		(47)		(41)			(73)		1,030
FFO attributable to common limited partnership units ("OP Units")		38,527		41,914			95,704		88,727
FFO attributable to redeemable noncontrolling interests		(4,966)		(4,054)			(10,843)		(8,539)
FFO attributable to common shareholders	$	33,561	$	37,860		$	84,861	$	80,188

NOI and Same Store NOI

~~In this section, we present~~

NOI ~~which~~ is a non-GAAP financial measure ~~that we use~~management uses to assess a ~~segment’s~~segment's performance. The most directly comparable GAAP measure is net income (loss) attributable to JBG SMITH Properties plus depreciation and amortization expense, general and administrative expense, transaction and other costs, interest expense, gain (loss) on extinguishment of debt and income tax expense, less third-party real estate services, less reimbursements, other income, income (loss) from unconsolidated real estate ventures, interest and other (loss) income, gain on bargain purchase and noncontrolling interests.common shareholders. We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only property related revenue (which includes base rent, tenant reimbursements and other operating ~~revenue)~~revenue, net of free rent and payments associated with assumed lease liabilities) less operating ~~expense, before~~expenses and ground rent for operating leases, if applicable. NOI also excludes deferred rent, ~~and~~ related party management ~~fees.~~fees, interest expense, and certain other non-cash adjustments, including the accretion of acquired below-market leases and the amortization of acquired above-market leases and below-market ground lease intangibles. Management uses NOI as a supplemental performance measure ~~for~~of our assets and believes it provides useful information to investors because it reflects only those revenue and expense items that are incurred at the asset level, excluding non-cash items. In addition, NOI is considered by many in the real estate industry to be a useful starting point for determining the value of a real estate asset or group of assets. However, because NOI excludes depreciation and amortization and captures neither the changes in the value of our assets that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our assets, all of which have real economic effect and could materially impact the financial performance of our assets, the utility of NOI as a measure of the operating performance of our assets is limited. NOI presented by us may not be comparable to NOI reported by other REITs that define these measures differently. We believe ~~that~~ to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) attributable to ~~JBG SMITH Properties~~common shareholders as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) attributable to ~~JBG SMITH Properties~~common shareholders as an indication of our performance or to cash flows as a measure of liquidity or our ability to make distributions.

~~We also provide certain information on a "same store" basis.~~

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Information provided on a same store basis includes the results of properties that are owned, operated and ~~stabilized~~in-service for the entirety of both periods being compared, ~~except for~~which excludes properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. During the three months ended June 30, 2022, our same store pool decreased to 52 properties from 59 properties due to the exclusion of the Universal Buildings, 7200 Wisconsin Avenue, 1730 M Street, RTC-West, Courthouse Plaza 1 and 2, Galvan and 1900 N Street, which were sold during the period. During the six months ended June 30, 2022, our same store pool decreased to 52 properties from 55 properties due to the inclusion of West Half, 901 W Street, 900 W Street, 1770 Crystal Drive, and 4747 Bethesda Avenue, and the exclusion of The Alaire, The Terano, the Universal Buildings, 7200 Wisconsin Avenue, 1730 M Street, RTC-West, Courthouse Plaza 1 and 2, and Galvan, which were sold during the period. While there is judgment surrounding changes in designations, a property is removed from the same store pool when athe property is considered to be ~~a property under construction~~under-construction because it is undergoing significant redevelopment or renovation pursuant to a formal plan or is being repositioned in the market and such renovation or repositioning is expected to have a significant impact on property ~~operating income.~~NOI. A development property or under-construction property ~~under construction~~ is moved to the same store pool once a substantial portion of the growth expected from the development or redevelopment is reflected in both the current and comparable prior year period. Acquisitions are moved into the same store pool once we have owned the property for the entirety of the comparable periods and the property is not under significant development or redevelopment.

For the three and nine months ended September 30, 2017, all of the JBG Assets and two Vornado Included Assets (The Bartlett and 1800 South Bell Street) were not included in the same store comparison as they were not in service or being taken out of service during portions of the periods being compared.

Same store NOI increased ~~by $4.2~~$9.6 million, or ~~6.3%~~13.8%, ~~and $6.3~~to $79.3 million ~~or 3.1%,~~ for the three ~~and nine~~ months ended ~~September~~June 30, ~~2017, respectively, as compared~~2022 from $69.7 million for the same period in 2021. Same store NOI increased $18.9 million, or 13.9%, to $155.4 million for the ~~three and nine~~six months ended ~~September~~June 30, ~~2016, respectively.~~2022 from $136.5 million for the same period in 2021. The increase was substantially attributable to (i) higher occupancy and rents, and lower concessions and bad debt reserves in ~~same store~~

~~NOI for~~our multifamily portfolio, (ii) higher occupancy and average daily rates at the ~~three~~Crystal City Marriott, (iii) an increase in parking revenue in our commercial portfolio and ~~nine months ended September 30, 2017 was primarily due to~~(iv) the ~~expiration~~burn-off of rent ~~abatements and higher property rental revenue from lease commencements.~~abatement in our commercial portfolio.

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The following ~~table reflects~~is the reconciliation of net income (loss) ~~income~~ attributable to ~~JBG SMITH Properties, the most directly comparable GAAP measure,~~common shareholders to NOI and same store ~~NOI for the periods presented:~~

NOI:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021

	(Dollars in thousands)
Net income (loss) attributable to common shareholders	$	123,275	$	(2,973)	$	123,243	$	(23,704)
Add:
Depreciation and amortization expense		49,479		56,678		107,541		121,404
General and administrative expense:
Corporate and other		14,782		13,895		30,597		26,370
Third-party real estate services		24,143		25,557		51,192		54,493
Share-based compensation related to Formation Transaction and special equity awards		1,577		4,441		3,821		9,386
Transaction and other costs		1,987		2,270		2,886		5,960
Interest expense		16,041		16,773		32,319		33,069
Loss on the extinguishment of debt		1,038		—		1,629		—
Income tax expense (benefit)		2,905		(5)		2,434		4,310
Net income (loss) attributable to redeemable noncontrolling interests		18,248		(345)		18,258		(2,575)
Net loss attributable to noncontrolling interests		(29)		—		(84)		(1,108)
Less:
Third-party real estate services, including reimbursements revenue		22,157		26,745		46,127		64,852
Other revenue		1,798		1,904		3,994		4,090
Income (loss) from unconsolidated real estate ventures, net		(2,107)		3,953		1,038		3,010
Interest and other income (loss), net		1,672		(38)		15,918		(29)
Gain on the sale of real estate, net		158,767		11,290		158,631		11,290
Consolidated NOI		71,159		72,437		148,128		144,392
NOI attributable to unconsolidated real estate ventures at our share		8,321		8,109		15,268		15,613
Non-cash rent adjustments ⁽¹⁾		(1,978)		(4,088)		(3,769)		(8,853)
Other adjustments ⁽²⁾		5,695		5,191		14,443		9,933
Total adjustments		12,038		9,212		25,942		16,693
NOI		83,197		81,649		174,070		161,085
Less: out-of-service NOI loss ⁽³⁾		(2,046)		(1,329)		(3,498)		(2,619)
Operating Portfolio NOI		85,243		82,978		177,568		163,704
Non-same store NOI ⁽⁴⁾		5,915		13,257		22,152		27,226
Same store NOI ⁽⁵⁾	$	79,328	$	69,721	$	155,416	$	136,478

Change in same store NOI		13.8%				13.9%
Number of properties in same store pool		52				52

^{___________________________________________________}

(1)

⁽¹⁾

Adjustment ~~to: (i) include the financial information of the JBG Assets as if the Combination had been completed as of the beginning of the periods presented; (ii) include proportionate share of NOI attributable~~ to ~~unconsolidated real estate ventures; (iii) include other income related to operating properties; (iv)~~ exclude straight-line rent, above/below market lease amortization and lease incentive ~~amortization; and (v) exclude NOI related to non-operating assets.~~amortization.

(2)	Adjustment to include other revenue and payments associated with assumed lease liabilities related to operating properties and to exclude commercial lease termination revenue and allocated corporate general and administrative expenses to operating properties.

⁽²⁾

(3)

Includes the results ~~for~~of our under-construction assets, and near-term and future development pipelines.

(4)	Includes the results of properties that were not ~~owned, operated and stabilized~~in-service for the entirety of both periods being compared and properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared.

(5)
⁽³⁾	Includes the results of the properties that are owned, operated and ~~stabilized~~in-service for the entirety of both periods being ~~compared except~~compared.

Reportable Segments

We review operating and financial data for each property on an individual basis; therefore, each of our individual properties is a separate operating segment. We define our reportable segments to be aligned with our method of internal reporting and the way our Chief Executive Officer, who is also our Chief Operating Decision Maker ("CODM"), makes key operating decisions, evaluates financial results, allocates resources and manages our business. Accordingly, we aggregate our operating segments into three reportable segments (commercial, multifamily, and third-party asset management and real estate services) based on the economic characteristics and nature of our assets and services.

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With respect to the third-party asset management and real estate services business, the CODM reviews revenue streams generated by this segment ("Third-party real estate services, including reimbursements"), as well as the expenses attributable to the segment ("General and administrative: third-party real estate services"), which are both disclosed separately in our statements of operations. The following represents the components of revenue from our third-party asset management and real estate services business:


	Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021		X	2022		2021

	(In thousands)
Property management fees	$	4,976	$	4,776		$	9,784	$	9,718
Asset management fees		1,513		2,229			3,284		4,457
Development fees ⁽¹⁾		2,148		4,392			5,687		18,642
Leasing fees		1,038		1,424			2,877		2,284
Construction management fees		37		234			187		406
Other service revenue		1,499		1,790			2,315		3,488
Third-party real estate services revenue, excluding reimbursements		11,211		14,845			24,134		38,995
Reimbursement revenue ⁽²⁾		10,946		11,900			21,993		25,857
Third-party real estate services revenue, including reimbursements		22,157		26,745			46,127		64,852
Third-party real estate services expenses		24,143		25,557			51,192		54,493
Third-party real estate services revenue less expenses	$	(1,986)	$	1,188		$	(5,065)	$	10,359

(1)

(2)	Represents reimbursements of expenses incurred by us on behalf of third parties, including allocated payroll costs and amounts paid to third-party contractors for ~~properties~~construction management projects.

See discussion of third-party real estate services revenue, including reimbursements, and third-party real estate services expenses for the three and six months ended June 30, 2022 in the preceding pages under "Results of Operations."

Consistent with internal reporting presented to our CODM and our definition of NOI, the third-party asset management and real estate services operating results are excluded from the NOI data below. To conform to the current period presentation, we have reclassified the prior period segment financial data for 1700 M Street, for which we are the ground lessor, that had been classified as part of the commercial segment to other to better align with our internal reporting.

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Property revenue is calculated as property rental revenue plus parking revenue. Property expense is calculated as property operating expenses plus real estate taxes. Consolidated NOI is calculated as property revenue less property expense. See Note 16 to the financial statements for the reconciliation of net income (loss) attributable to common shareholders to consolidated NOI for the three and six months ended June 30, 2022 and 2021. The following is a summary of NOI by segment:


	Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021		X	2022		2021

	(In thousands)
Property revenue:
Commercial	$	76,090	$	92,148		$	167,723	$	182,019
Multifamily		43,189		32,828			85,431		65,479
Other ⁽¹⁾		2,271		1,019			4,195		3,493
Total property revenue		121,550		125,995			257,349		250,991

Property expense:
Commercial		28,642		37,245			66,621		72,981
Multifamily		19,924		17,107			38,900		34,547
Other ⁽¹⁾		1,825		(794)			3,700		(929)
Total property expense		50,391		53,558			109,221		106,599

Consolidated NOI:
Commercial		47,448		54,903			101,102		109,038
Multifamily		23,265		15,721			46,531		30,932
Other ⁽¹⁾		446		1,813			495		4,422
Consolidated NOI	$	71,159	$	72,437		$	148,128	$	144,392

(1)	Includes activity related to future development assets, ground leases in which ~~significant redevelopment, renovation or repositioning occurred during either~~we are the lessor, corporate entities and the elimination of inter-segment activity.

Comparison of the ~~periods being compared.~~

~~Reportable Segments~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(In thousands)
Rental revenue:
Office $ 99,451
$ 90,552
$ 272,270
$ 262,633
Multifamily 24,945
16,726
65,822
47,625
Other 4,299
5,276
10,274
19,820
Eliminations (2,644 ) 942
(4,306 ) (2,153 )
Total rental revenue 126,051
113,496
344,060
327,925

Rental expense:
Office 40,038
36,876
108,562
104,595
Multifamily 9,748
6,445
24,689
17,657
Other 4,706
4,071
14,150
18,728
Eliminations (7,664 ) (5,643 ) (22,082 ) (22,181 )
Total rental expense 46,828
41,749
125,319
118,799

NOI:
Office 59,413
53,676
163,708
158,038
Multifamily 15,197
10,281
41,133
29,968
Other (407 ) 1,205
(3,876 ) 1,092
Eliminations 5,020
6,585
17,776
20,028
Total NOI $ 79,223
$ 71,747
$ 218,741
$ 209,126

Three Months Ended ~~September~~June 30, ~~2017 compared~~2022 to ~~September 30, 2016~~

~~Office: Rental~~2021

Commercial: Property rental revenue decreased by $16.1 million, or 17.4%, to $76.1 million in 2022 from $92.1 million in 2021. Consolidated NOI decreased by $7.5 million, or 13.6%, to $47.4 million in 2022 from $54.9 million in 2021. The decreases in property revenue and consolidated NOI were due to the Disposed Properties, which were partially offset by an increase at the Crystal City Marriott due to higher occupancy, an increase in parking revenue driven by an increase in both contract and transient parking, and an increase at 2100 Crystal Drive due to the commencement of a lease with Amazon.

Multifamily: Property rental revenue increased by ~~$8.9~~$10.4 million, or ~~9.8%~~31.6%, to ~~$99.5~~$43.2 million in ~~2017~~2022 from ~~$90.6~~$32.8 million in ~~2016.~~2021. Consolidated NOI increased by ~~$5.7~~$7.5 million, or ~~10.7%~~48.0%, to ~~$59.4~~$23.3 million in ~~2017~~2022 from ~~$53.7~~$15.7 million in ~~2016.~~2021. The increases in property revenue and consolidated NOI were due to the acquisition of The Batley in November 2021, higher occupancy and rental rates, and lower bad debt reserves across the portfolio. The increase in property rental revenue and consolidated NOI ~~is primarily~~were partially offset by an increase in operating costs.

Comparison of the Six Months Ended June 30, 2022 to 2021

Commercial: Property rental revenue decreased by $14.3 million, or 7.9%, to $167.7 million in 2022 from $182.0 million in 2021. Consolidated NOI decreased by $7.9 million, or 7.3%, to $101.1 million in 2022 from $109.0 million in 2021. The decreases in property revenue and consolidated NOI were due to the ~~Combination.~~

Disposed Properties, which were partially offset by an increase at the Crystal City Marriott due to higher occupancy, an increase in parking revenue driven by an increase in both contract and transient parking, and an increase at 2100 Crystal Drive due to the commencement of a lease with Amazon.

Multifamily: ~~Rental~~Property rental revenue increased by ~~$8.2~~$20.0 million, or ~~49.1%~~30.5%, to ~~$24.9~~$85.4 million in ~~2017~~2022 from ~~$16.7~~$65.5 million in ~~2016.~~2021. Consolidated NOI increased by ~~$4.9~~$15.6 million, or ~~47.8%~~50.4%, to ~~$15.2~~$46.5 million in ~~2017~~2022 from ~~$10.3~~$30.9 million in ~~2016.~~2021. The increases in property revenue and consolidated NOI were due to the acquisition of The Batley in November 2021, higher

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occupancy and rental rates, and lower bad debt reserves across the portfolio. The increase in property rental revenue and consolidated NOI ~~is primarily due to the Combination and~~were partially offset by an increase in ~~occupancy and associated rentals at The Bartlett which was placed into service in the second quarter of 2016.~~

~~Other: Rental revenue decreased by $1.0 million, or 18.5%, to $4.3 million in 2017 from $5.3 million in 2016. Net~~ operating income (loss) decreased by $1.6 million, or 133.8%, to a loss of $407,000 from income of $1.2 million. The decrease in revenue and net operating income (loss) is primarily due to properties which were taken out of service, including 1700 M Street and 1770 Crystal Drive.

~~Nine Months Ended September 30, 2017 compared to September 30, 2016~~

Office: Rental revenue increased by $9.7 million, or 3.7%, to $272.3 million in 2017 from $262.6 million in 2016. NOI increased by $5.7 million, or 3.6%, to $163.7 million in 2017 from $158.0 million in 2016. The increase in revenue and NOI is primarily due to the Combination and higher rents due to rent commencements at 1215 S. Clark St.

Multifamily: Rental revenue increased by $18.2 million, or 38.2%, to $65.8 million in 2017 from $47.6 million in 2016. NOI increased by $11.1 million, or 37.3%, to $41.1 million in 2017 from $30.0 million in 2016. The increase in revenue and NOI is primarily due to the Combination and an increase in occupancy and associated rentals at The Bartlett which was placed into service in the second quarter of 2016.

Other: Rental revenue decreased by $9.5 million, or 48.2%, to $10.3 million in 2017 from $19.8 million in 2016. Net operating income (loss) decreased by $5.0 million, or 454.9%, to a loss of $3.9 million from income of $1.1 million. The decrease in revenue and net operating income (loss) is primarily due to properties which were taken out of service, including 1700 M Street and 1770 Crystal Drive.

costs.

Liquidity and Capital Resources

Property rental income is our primary source of operating cash flow and ~~is dependent~~depends on ~~a number of~~many factors including occupancy levels and rental rates, as well as our ~~tenants’~~tenants' ability to pay rent. In addition, to our ~~portfolio, we have a~~ third-party asset management and real estate services business ~~that~~ provides fee-based real estate services to ~~our real estate ventures, legacy funds formerly organized by JBG ("~~Amazon, the WHI Impact Pool, the JBG Legacy ~~Funds")~~Funds and other third parties. Our assets provide ~~us with~~ a relatively consistent level of cash flow that enables us to pay operating expenses, debt service, recurring capital expenditures, dividends to shareholders and distributions to holders of OP ~~Units.~~Units and long-term incentive partnership units ("LTIP Units"). Other sources of liquidity to fund cash requirements include proceeds from financings, recapitalizations, asset sales and ~~asset sales.~~the issuance and sale of securities. We anticipate that cash flows from continuing operations ~~over the next 12 months~~ and proceeds from financings, ~~and~~ asset sales and recapitalizations, together with existing cash balances, will be adequate to fund our business operations, debt amortization, capital expenditures, any dividends to shareholders and distributions to holders of OP ~~Units.~~

Units and LTIP Units over the next 12 months.

Financing Activities

The following is a summary of mortgages ~~payable as of September 30, 2017 and December 31, 2016:~~

payable:


	Weighted Average
	Effective
	Interest Rate ⁽¹⁾	June 30, 2022		December 31, 2021

		(In thousands)
Variable rate ⁽²⁾	3.68%	$	857,446	$	867,246
Fixed rate ⁽³⁾	4.45%		763,681		921,013
Mortgages payable			1,621,127		1,788,259
Unamortized deferred financing costs and premium/discount, net ⁽⁴⁾			(8,958)		(10,560)
Mortgages payable, net		$	1,612,169	$	1,777,699

^{__________________________}

(1)	Weighted average effective interest rate as of June 30, 2022.

⁽¹⁾

(2)

Includes variable rate mortgages payable with interest rate ~~caps.~~cap agreements.

(3)
⁽²⁾	Includes variable rate mortgages payable with interest rates ~~effectively~~ fixed ~~pursuant to~~by interest rate ~~swaps.~~swap agreements.

(4)
⁽³⁾	~~Includes mortgages payable assumed as part~~As of ~~the Combination. See Note 3 to the financial statements for additional information.~~

⁽⁴⁾

In June ~~2016, the mortgage loan for the Bowen Building was repaid with proceeds of a $115.6 million draw on our former parent's revolving credit facility collateralized by an interest in the property,~~30, 2022 and ~~accordingly, was reflected as a component of "Payable to former parent" on the combined balance sheets as of~~ December 31, ~~2016. We repaid the loan with amounts drawn under our revolving credit facility collateralized by a~~2021, excludes $5.7 million and $6.4 million of net deferred financing costs related to unfunded mortgage ~~on the property.~~loans that were included in "Other assets, net."

As of ~~September~~June 30, ~~2017,~~2022 and December 31, 2021, the net carrying value of real estate collateralizing our mortgages payable, totaled ~~$3.9~~$1.6 billion and $1.8 billion. Our ~~mortgage loans~~mortgages payable contain covenants that limit our ability to incur additional indebtedness on these properties and, in certain circumstances, require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity. Certain mortgages payable are recourse to us. See Note 17 to the financial statements for additional information.

As of ~~September~~June 30, ~~2017,~~2022 and December 31, 2021, we ~~were in compliance with all debt covenants.~~

~~As part of the Combination, we assumed~~had various interest rate swap and cap agreements on certain mortgages payable with an aggregate ~~principal balance~~notional value of ~~$768.5 million. During~~$1.2 billion and $1.3 billion. See Note 15 to the ~~three months ended September~~financial statements for additional information.

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Credit Facility

As of June 30, 2017, we repaid mortgages payable with an aggregate principal balance of $181.7 million, which includes mortgages payable totaling $63.7 million assumed in the Combination. We recognized losses on extinguishment of debt in conjunction with these repayments of $689,000 for the three and nine months ended September 30, 2017.

~~On July 18, 2017, we entered into a~~2022, our $1.4 billion credit facility ~~consisting~~consisted of a $1.0 billion revolving credit facility maturing in ~~July 2021, with two six-month extension options,~~January 2025, a ~~delayed draw~~ $200.0 million unsecured term loan ("Tranche A-1 Term Loan") maturing in January ~~2023~~2025 and a ~~delayed draw~~ $200.0 million unsecured term loan ("Tranche A-2 Term Loan") maturing in July 2024. ~~The~~In January 2022, the Tranche A-1 Term Loan was amended to extend the maturity date to January 2025 with two one-year extension options, and to amend the interest rate ~~for the credit facility varies~~to SOFR plus 1.15% to SOFR plus 1.75%, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets and ranges (a) in the case of the revolving credit facility, from LIBOR plus 1.10% to LIBOR plus 1.50%, (b) in the case of the Tranche A-1 Term Loan, from LIBOR plus 1.20% to LIBOR plus 1.70% and (c) in the case of the Tranche A-2 Term Loan, from LIBOR plus 1.55% to LIBOR plus 2.35%.

~~On July 18, 2017, in connection with the Combination, we drew $115.8 million on the revolving credit facility and $50.0 million under the Tranche A-1 Term Loan.~~assets. In connection with the ~~execution of~~loan amendment, we amended the ~~credit facility, we incurred $11.2 million in fees~~related interest rate swaps, extending the maturity to July 2024 and ~~expenses.~~

converting the hedged rate from one-month LIBOR to one-month SOFR. The following is a summary of amounts outstanding under the credit ~~facility as of September 30, 2017:~~

facility:


	Effective
	Interest Rate ⁽¹⁾	June 30, 2022		December 31, 2021

		(In thousands)
Revolving credit facility ^{(2) (3) (4)}	2.84%	$	—	$	300,000

Tranche A-1 Term Loan ⁽⁵⁾	2.61%	$	200,000	$	200,000
Tranche A-2 Term Loan ⁽⁵⁾	2.49%		200,000		200,000
Unsecured term loans			400,000		400,000
Unamortized deferred financing costs, net			(1,500)		(1,336)
Unsecured term loans, net		$	398,500	$	398,664

^{__________________________}

(1)	Effective interest rate as of June 30, 2022. The interest rate for our revolving credit facility excludes a 0.15% facility fee.

⁽¹⁾

(2)

As of ~~September~~June 30, ~~2017,~~2022 and December 31, 2021, letters of credit with an aggregate face amount of ~~$5.2 million~~$467,000 and $911,000 were ~~provided~~outstanding under our revolving credit facility.

(3)	As of June 30, 2022 and December 31, 2021, excludes $4.2 million and $5.0 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net."

(4)	In July 2022, we borrowed $100.0 million under our revolving credit facility.

(5)

~~Long-term Liquidity Requirements~~

~~Our long-term capital requirements consist primarily~~

In July 2022, the Tranche A-2 Term Loan was amended to increase its borrowing capacity by $200.0 million. The incremental $200.0 million includes a one-year delayed draw feature, which was undrawn as of ~~maturities under~~the date of this filing. The amendment extends the maturity date of the term loan from July 2024 to January 2028 and amends the interest rate to SOFR plus 1.25% to SOFR plus 1.80% per annum, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets. We also entered into two forward-starting interest rate swaps with an effective date of July 2024 and a total notional value of $200.0 million, which will effectively fix SOFR at a weighted average interest rate of 2.25% through the maturity date. Additionally, we amended the interest rate of the revolving credit facility ~~and mortgage loans, construction commitments for development and redevelopment projects and costs related~~ to ~~growing our business, including acquisitions. We intend~~SOFR plus 1.15% to ~~fund these requirements through~~SOFR plus 1.60%, varying based on a combination of sources including debt proceeds, proceeds from asset recapitalizations and sales, capital from institutional partners that desire to form real estate venture relationships with us and available cash.

~~Contractual Obligations and Commitments~~

~~Below is a summary~~ratio of our ~~contractual obligations~~total outstanding indebtedness to a valuation of certain real property and ~~commitments~~assets.

As of June 30, 2022, we had floating rate debt with a principal balance totaling $1.1 billion and hedging arrangements with a notional value totaling $1.2 billion that use LIBOR as a reference rate. On November 30, 2020, the United Kingdom regulator announced its intentions, subject to confirmation following an early December consultation, to cease the publication of ~~September~~the one-week and two-month USD-LIBOR immediately following the December 31, 2021 publications, and the remaining USD-LIBOR tenors immediately following the June 30, ~~2017:~~2023 publications. Though an alternative reference rate for LIBOR, SOFR, exists, significant uncertainties still remain. We can provide no assurance regarding the future of LIBOR and when our LIBOR-based instruments will transition from LIBOR as a reference rate to SOFR or another reference rate. The discontinuation of a benchmark rate or other financial metric, changes in a benchmark rate or other financial metric, or changes in market perceptions of the acceptability of a benchmark rate or other financial metric, including LIBOR, could, among other things, result in increased interest payments, changes to our risk exposures, or require renegotiation of previous transactions. In addition, any such discontinuation or changes, whether actual or anticipated, could result in market volatility, adverse tax or accounting effects, increased compliance, legal and operational costs, and risks associated with contract negotiations.

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Total 2017 2018 2019 2020 2021 2022 Thereafter
Contractual cash obligations
(principal and interest):
(In thousands)
Debt obligations ⁽¹⁾
$ 2,480,892
$ 23,597
$ 464,528
$ 294,361
$ 276,060
$ 261,943
$ 371,899
$ 788,504
Operating leases ⁽²⁾
914,903
1,974
8,391
8,170
7,825
7,496
6,580
874,467
Capital lease obligation 15,767
235
953
972
992
1,011
1,032
10,572
Total contractual cash
obligations ⁽³⁾
$ 3,411,562
$ 25,806
$ 473,872
$ 303,503
$ 284,877
$ 270,450
$ 379,511
$ 1,673,543

Common Shares Repurchased

In March 2020, our Board of Trustees authorized the repurchase of up to $500.0 million of our outstanding common shares and in June 2022, increased the authorized repurchase amount by $500.0 million to an aggregate of $1.0 billion. During the three and six months ended June 30, 2022, we repurchased and retired 8.5 million and 11.8 million common shares for $213.9 million and $307.0 million, a weighted average purchase price per share of $25.15 and $25.91. During the six months ended June 30, 2021, we repurchased and retired 619,749 common shares for $19.2 million, a weighted average purchase price per share of $30.96. Since we began the share repurchase program, we have repurchased and retired 21.0 million common shares for $569.5 million, a weighted average purchase price per share of $27.12.

Purchases under the program are made either in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by us at our discretion and will be subject to economic and market conditions, share price, applicable legal requirements and other factors. The program may be suspended or discontinued at our discretion without prior notice.

Material Cash Requirements

Our material cash requirements for the next 12 months and beyond include:

●	normal recurring expenses;

●	debt service and principal repayment obligations, including balloon payments on maturing debt — As of June 30, 2022, we had no mortgages payable on a consolidated basis and $86.6 million at our share scheduled to mature in 2022;

●

capital expenditures, including major renovations, tenant improvements and leasing costs — As of June 30, 2022, we had committed tenant-related obligations totaling $74.3 million ($68.8 million related to our consolidated entities and $5.5 million related to our unconsolidated real estate ventures at our share);

●	development expenditures — As of June 30, 2022, we had assets under construction that will, based on our current plans and estimates, require an additional $528.5 million to complete, which we anticipate will be primarily expended over the next two to three years;

●	dividends to shareholders and distributions to holders of OP Units and LTIP Units — On July 29, 2022, our Board of Trustees declared a quarterly dividend of $0.225 per common share;

●	possible common share repurchases — In July 2022, we repurchased and retired 1.5 million common shares for $36.0 million and we are authorized to repurchase an additional $394.5 million under our current common share repurchase program; and

~~_________________~~

●

⁽¹⁾

~~Excludes our proportionate share~~possible acquisitions of properties, either directly or indirectly through the acquisition of equity interests therein — On August 1, 2022, we acquired the remaining 36.0% ownership interest in Atlantic Plumbing, a multifamily asset owned by an unconsolidated real estate venture, ~~indebtedness. See further information in Off-Balance Sheet Arrangements section below.~~for $19.7 million.

We expect to satisfy these needs using one or more of the following:

●	cash and cash equivalents — As of June 30, 2022, we had cash and cash equivalents of $162.3 million and had restricted cash of $187.4 million held by a qualified intermediary to facilitate a potential like-kind exchange transaction;

●
⁽²⁾	~~Includes ground leases.~~cash flows from operations;

●	distributions from real estate ventures;

⁽³⁾

●

~~Excludes obligations related~~borrowing capacity under our current credit facility — As of June 30, 2022, we had $999.5 million of availability under our credit facility. In July 2022, we borrowed $100.0 million under our revolving credit facility and amended our Tranche A‑2 Term Loan to ~~construction or development contracts, since payments are only due upon satisfactory performance under~~increase its borrowing capacity by $200.0 million. The incremental $200.0 million includes a one-year delayed draw feature, which was undrawn as of the ~~contracts. See Commitments~~date of this filing; and ~~Contingencies section below for further information.~~

●	proceeds from financings, asset sales and recapitalizations.

Table of ~~September~~Contents

While we do not expect the need to do so during the next 12 months, we also can issue securities to raise funds.

During the six months ended June 30, ~~2017, we expect~~2022, there were no significant changes to ~~fund additional capital to certain~~the material cash requirements information presented in Item 7 of Part II of our ~~unconsolidated investments totaling approximately $50.6 million, which we anticipate will be primarily expended over the next two to three years.~~

~~On November 9, 2017, after completion of the period covered by this Quarterly~~Annual Report, ~~on Form 10-Q, our Board of Trustees declared~~except for a ~~quarterly dividend of $0.225 per common share, payable on November 30, 2017 to shareholders of record on November 20, 2017.~~

~~See Note 18~~$1.4 billion decrease in future finance lease payments related to the ~~financial statements for~~Disposed Properties, a $300.0 million decrease in the principal amount due on our revolving credit facility and a $164.8 million decrease in the principal amount due on mortgages payable related to the Disposed Properties.

See additional information ~~about events occurring after September 30, 2017.~~

in the following pages under "Commitments and Contingencies."

Summary of Cash Flows

The following summary discussion of our cash flows is based on ~~the~~our statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash ~~flows for the periods presented below.~~

Nine Months Ended September 30,
2017 2016 Change
(In thousands)
Net cash provided by operating activities $ 23,393
$ 101,383
$ (77,990 )
Net cash provided by (used in) investing activities 88,184
(204,105 ) 292,289
Net cash provided by financing activities 227,319
63,040
164,279

flows:


	Six Months Ended June 30,
	2022		2021

	(In thousands)
Net cash provided by operating activities	$	107,649	$	123,556
Net cash provided by (used in) investing activities		785,304		(70,445)
Net cash used in financing activities		(819,930)		(77,754)

Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~

2022

Cash and cash equivalents, ~~were $367.9~~and restricted cash increased $73.0 million ~~at September~~to $375.1 million as of June 30, ~~2017,~~2022, compared to ~~$29.0~~$302.1 million atas of December 31, ~~2016, an increase of $338.9 million.~~2021. This increase resulted from ~~$23.4~~$785.3 million of net cash provided by investing activities and $107.6 million of net cash provided by operating activities, ~~$88.2~~partially offset by $819.9 million of net cash used in ~~investing activities and $227.3 million of net cash provided by~~ financing activities. Our outstanding debt was ~~$2.1~~$2.0 billion ~~at September~~and $2.5 billion as of June 30, ~~2017, a $974.8 million increase from the balance at~~2022 and December 31, ~~2016.~~

2021.

Net cash provided by operating activities of ~~$23.4~~$107.6 million primarily comprised: (i) $95.6 million of net ~~loss of $60.3 million, (ii) $110.7~~income (before $112.8 million of non-cash items ~~which include depreciation~~ and ~~amortization, deferred rent, equity in loss from unconsolidated~~a $158.6 million gain on the sale of real ~~estate ventures, amortization~~estate), (ii) $6.0 million of ~~above- and below-market lease intangibles, unrealized gains on interest rate swaps and bad debt expense, (iii) share-based compensation of $17.2 million, (iv)~~ return on capital from unconsolidated real estate ventures ~~of $1.1~~and (iii) $6.1 million ~~and (v) $689,000 loss on the extinguishment~~ of ~~debt, partially offset by (vi) $27.8 million gain on bargain purchase and (vii) the~~ net change in operating assets and ~~liabilities~~liabilities. Non-cash income adjustments of ~~$18.2 million.~~

$112.8 million primarily include depreciation and amortization expense, share-based compensation expense, net income from investments, deferred rent, amortization of lease incentives and other non-cash items.

Net cash provided by investing activities of $88.2 million primarily comprised: (i) $83.9 million net cash consideration received in connection with the Combination, (ii) $75.0 million proceeds from repayment of a receivable by our former parent and (iii) $50.9 million repayment of notes receivable, partially offset by $115.9 million of development costs, construction in progress and real estate additions.

~~Net cash provided by financing activities of $227.3~~$785.3 million comprised: (i) ~~$407.8~~$923.1 million of proceeds from ~~borrowings related to~~ the ~~credit facility and The Bartlett and~~sale of real estate, (ii) ~~$160.2~~$52.5 million of ~~contributions from our former parent, net, partially offset by (iii) $192.7 million for the repayments~~distributions of ~~borrowings, (iv) $115.6 million repayment of borrowings by our former parent, (v) $17.8 million~~ capital ~~lease payments and (vi) $18.7 million of debt issuance costs.~~

~~Cash Flows for the Nine Months Ended September 30, 2016~~

~~Cash and cash equivalents were~~ ~~$35.3 million~~ ~~at September 30, 2016, compared to~~ ~~$75.0 million~~ at ~~December 31, 2015, a decrease of~~ ~~$39.7 million. This decrease resulted from~~ ~~$204.1 million~~ ~~of net cash used in investing activities, partially offset by~~ ~~$101.4 million~~ ~~of net cash provided by operating activities and~~ ~~$63.0 million~~ ~~of net cash provided by financing activities.~~

~~Net cash provided by operating activities of $101.4 million comprised: (i) net income of $49.3 million, (ii) $92.4 million of non-cash adjustments, which include depreciation and amortization, loss~~ from unconsolidated real estate ventures ~~deferred rent and accretion of below-market lease intangibles~~ and (iii) ~~distributions~~$19.0 million of ~~income~~proceeds from ~~unconsolidated real estate ventures~~the sale of ~~$1.0 million,~~investments, partially offset by (iv) ~~the net change in operating assets and liabilities of $45.5 million.~~

~~Net cash used in investing activities of $204.1 million comprised: (i) $185.4~~$128.1 million of development costs, construction in progress and real estate additions ~~(ii) $20.0~~and (v) $81.2 million of investments in ~~and advances to~~ unconsolidated real estate ventures and ~~(iii) $1.9~~other investments.

Net cash used in financing activities of $819.9 million primarily comprised: (i) $300.0 million of ~~other investments,~~repayments of our revolving credit facility, (ii) $297.0 million of common shares repurchased, (iii) $167.1 million of repayments of mortgages payable, (iv) $56.3 million of dividends paid to common shareholders and (v) $8.2 million of distributions to our redeemable noncontrolling interests, partially offset by ~~(iv) a decrease of $3.2 million in restricted cash.~~

~~Net cash provided by financing activities of $63.0 million primarily comprised : (i) $39.0~~(vi) $9.2 million of ~~proceeds from borrowings from our former parent and (ii) $33.0 million of net~~ contributions from ~~our former parent, partially offset by (iii) $8.9 million for the repayments of borrowings.~~

~~Off-Balance Sheet Arrangements~~

noncontrolling interests.

Unconsolidated Real Estate Ventures

We consolidate entities in which ~~we own less than a 100% equity interest if~~ we have a controlling interest or are the primary beneficiary in a variable interest entity. From time to time, we may have off-balance-sheet unconsolidated real estate ventures and other unconsolidated arrangements with varying structures.

As of ~~September~~June 30, ~~2017,~~2022, we ~~have~~had investments in ~~and advances to~~ unconsolidated real estate ventures totaling ~~$285.0~~$414.3 million. For ~~the majority of~~ these investments, we exercise significant influence over but do not control these entities and, therefore, account for these investments using the equity method of accounting. For a more complete description of our ~~joint~~real estate ventures, see Note 54 to the financial statements.

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From time to time, we (or ventures in which we have an ownership interest) have agreed, and may in the future agree with respect to unconsolidated real estate ventures, to ~~(1)~~(i) guarantee portions of the principal, interest and other amounts in connection with ~~their~~ borrowings, ~~(2)~~(ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with ~~their~~ borrowings ~~and (3)~~or (iii) provide guarantees to lenders and other third parties for the completion of development projects. We customarily have agreements with our outside venture partners whereby the partners agree to reimburse the ~~joint~~real estate venture or us for their share of any payments made under certain of these guarantees. ~~Amounts that may be required to be paid in future periods in relation to budget overruns or operating losses that are~~At times, we also ~~included in some~~have agreements with certain of our ~~guarantees are not estimable.~~outside venture partners whereby we agree to either indemnify the partners and/or the associated ventures with respect to certain contingent liabilities associated with operating assets or to reimburse our partner for its share of any payments made by them under certain guarantees. Guarantees (excluding environmental) customarily terminate either upon the satisfaction of specified circumstances or repayment of the underlying debt. ~~At times,~~Amounts that we ~~have agreements~~may be required to pay in future periods in relation to guarantees associated with ~~our outside partners whereby we agree to reimburse our partner for their share of any payments made by them under certain guarantees.~~ budget overruns or operating losses are not estimable.

As of ~~September~~June 30, ~~2017, the aggregate amount of our principal payment guarantees was approximately $63.8 million for our unconsolidated real estate ventures.~~

~~As of September 30, 2017,~~2022, we ~~expect to fund~~had additional capital commitments and certain recorded guarantees to ~~certain of~~ our ~~unconsolidated investments totaling approximately $50.6 million, which we anticipate will be primarily expended over the next two to three years.~~

~~Reconsideration events could cause us to consolidate these~~ unconsolidated real estate ventures and ~~partnerships in the future.~~ other investments totaling $66.4 million. As of June 30, 2022, we had no principal payment guarantees related to our unconsolidated real estate ventures.

We evaluate reconsideration events as we become aware of them. ~~Some triggers~~Reconsideration events include amendments to ~~be considered are additional contributions required by each partner and each partners’~~real estate venture agreements or changes in our partner's ability to make ~~those contributions.~~contributions to the venture. Under certain ~~of these~~ circumstances, we may purchase our ~~partner’s~~partner's interest. ~~Our~~A reconsideration event could cause us to consolidate an unconsolidated real estate ~~ventures are held~~venture in ~~entities which appear sufficiently stable to meet their capital requirements; however, if market conditions worsen and our partners are unable to meet their commitments, there is~~the future or deconsolidate a ~~possibility we may have to consolidate these entities.~~

consolidated entity.

Commitments and Contingencies

Insurance

We maintain general liability insurance with limits of ~~$200.0~~$150.0 million per occurrence and in the aggregate, and property and rental value insurance coverage with limits of ~~$2.0~~$1.5 billion per occurrence, with sub-limits for certain perils such as floods and earthquakes on each of our properties. We also maintain coverage, through our wholly owned captive insurance subsidiary, for a portion of the first loss on the above limits and for both terrorist acts and for nuclear, biological, chemical or radiological terrorism events with limits of $2.0 billion per ~~occurrence and in the aggregate, and $2.0 billion per occurrence and in the aggregate for nuclear, biological, chemical and radiological terrorism events, as defined~~occurrence. These policies are partially reinsured by ~~the Terrorism Risk Insurance Program Reauthorization Act, which expires in December 2020. Insurance premiums are charged directly to each of the properties.~~

third-party insurance providers.

Construction Commitments

Other

~~Other~~

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amounts of payments for tenant-related obligations are uncertain and may only be due upon satisfactory performance of certain conditions.

With respect to borrowings of our consolidated entities, we have agreed, and may in the future agree, to (i) guarantee portions of the principal, interest and other amounts, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) or (iii) provide guarantees to lenders, tenants and other third parties for the completion of development projects.As of ~~September~~June 30, ~~2017,~~2022, the aggregate amount of principal payment guarantees was $8.3 million for our consolidated entities.

In connection with the Formation Transaction, we ~~expect~~have an agreement with Vornado regarding tax matters (the "Tax Matters Agreement") that provides special rules that allocate tax liabilities if the distribution of JBG SMITH shares by Vornado, together with certain related transactions, is determined not to ~~fund additional capital~~be tax-free. Under the Tax Matters Agreement, we may be required to ~~certain of our unconsolidated investments totaling approximately $50.6 million, which we anticipate will be primarily expended over the next two to three years.~~

~~Inflation~~

~~Substantially all of our office~~indemnify Vornado against any taxes and ~~retail leases contain provisions designed to mitigate the adverse impact of inflation. These provisions generally increase rental rates or reimbursable expenses during the terms~~related amounts and costs resulting from a violation by us of the lease either at (i) fixed rates, (ii) indexed escalations (based on the Consumer Price Index of other measures) or (iii) the lesser of a fixed rate or an indexed escalation. We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions or when the increases provided by the escalation provisions are less than inflation. In addition, most of our office and retail leases require the tenant to pay an allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance. We believe that inflationary increases may be at least partially offset by the contractual rent increases and expense escalations described above. Our majority multifamily properties are subject to one-year leases, which provide us with the opportunity to adjust rental rates annually and mitigate the impact of inflation. We do not believe inflation has had a material impact on our historical financial position or results of operations.

Tax Matters Agreement

Environmental Matters

Under various federal, state and local laws, ordinances and regulations, an owner of real estate is liable for the costs of removal or remediation of certain hazardous or toxic substances on such real estate. These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The costs of remediation or removal of such substances may be substantial and the presence of such substances, or the failure to promptly remediate such substances, may adversely affect the ~~owner’s~~owner's ability to sell such real estate or to borrow using such real estate as collateral. In connection with the ownership and operation of our assets, we may be potentially liable for such costs. The operations of current and former tenants at our assets have involved, or may have involved, the use of hazardous materials or generated hazardous ~~wastes.~~waste. The release of such hazardous materials and ~~wastes~~waste could result in us incurring liabilities to remediate any resulting contamination. The presence of contamination ifor the ~~responsible party is unable~~failure to remediate contamination at our properties may (i) expose us to third-party liability (e.g., for cleanup costs, natural resource damages, bodily injury or ~~unwilling~~property damage), (ii) subject our properties to ~~do so.~~liens in favor of the government for damages and costs the government incurs in connection with the contamination, (iii) impose restrictions on the manner in which a property may be used or which businesses may be operated, or (iv) materially adversely affect our ability to sell, lease or develop the real estate or to borrow using the real estate as collateral. In addition, our assets are exposed to the risk of contamination originating from other sources. While a property owner ~~generally is~~may not be responsible for remediating contamination that has migrated onsite from an identifiable and viable offsite source, the ~~contaminant’s~~contaminant's presence can have adverse effects on operations and the redevelopment of our assets.

To the extent we send contaminated materials to other locations for treatment or disposal, we may be liable for cleanup of those sites if they become contaminated.

Most of our assets have been subject, at some point, to environmental assessments that are intended to evaluate the environmental condition of the ~~subject and surrounding~~ assets. These environmental assessments generally have included a historical review, a public records review, a visual inspection of the site and surrounding assets, ~~screening for the presence~~visual or historical evidence of ~~asbestos‑containing materials, polychlorinated biphenyls and~~ underground storage tanks, and the preparation and issuance of a written report. Soil and/or groundwater subsurface testing is conducted at our assets, when necessary, to further investigate any issues raised by the initial assessment that could reasonably be expected to pose a material concern to the property or result in us incurring material environmental ~~liabilities.~~liabilities as a result of redevelopment. They may not, however, have included extensive sampling or subsurface investigations. In each case where the environmental assessments have identified conditions requiring remedial actions required by law, we have initiated ~~the~~ appropriate actions.

~~Each of our properties has been subjected to varying degrees of environmental assessment at various times.~~ The environmental assessments did not reveal any material environmental contamination that we believe would have a material adverse effect on our overall business, financial condition or results of ~~operations.~~operations, or that have not been anticipated and remediated during site redevelopment as required by law. Nevertheless, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites or changes in cleanup requirements would not result in significant cost to us. As disclosed in Note 17 to the financial statements, environmental liabilities totaled $19.4 million and $18.2 million as of June 30, 2022 and December 31, 2021 and are included in "Other liabilities, net" in our balance sheets.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We have exposure to fluctuations in interest rates, which are sensitive to many factors that are beyond our control. ~~Our~~The following is a summary of our annual exposure to a change in interest ~~rates is summarized in the table below.~~

rates:


	June 30, 2022						December 31, 2021
			Weighted						Weighted
			Average		Annual				Average
			Effective		Effect of 1%				Effective
			Interest		Change in				Interest
	Balance		Rate		Base Rates		Balance		Rate

	(Dollars in thousands)
Debt (contractual balances):
Mortgages payable:
Variable rate ⁽¹⁾	$	857,446		3.68%	$	8,694	$	867,246	2.01%
Fixed rate ⁽²⁾		763,681		4.45%		—		921,013	4.32%
	$	1,621,127			$	8,694	$	1,788,259
Credit facility:
Revolving credit facility ⁽³⁾	$	—		2.84%	$	—	$	300,000	1.15%
Tranche A-1 Term Loan ⁽⁴⁾		200,000		2.61%		—		200,000	2.59%
Tranche A-2 Term Loan ⁽⁴⁾		200,000		2.49%		—		200,000	2.49%
	$	400,000			$	—	$	700,000
Pro rata share of debt of unconsolidated real estate ventures (contractual balances):
Variable rate ⁽¹⁾	$	189,136		4.78%	$	1,918	$	281,608	2.56%
Fixed rate ⁽²⁾		90,643		4.49%		—		91,653	4.49%
	$	279,779			$	1,918	$	373,261

2017 2016
(Amounts in thousands) September 30,
Weighted
Average
Interest
Rate

Effect of 1%
Change in
Base Rates
December 31,
Weighted
Average
Interest
Rate
Balance Balance
Consolidated debt (contractual balances):
Mortgages payable
Variable rate ⁽¹⁾
$ 1,152,106
2.95 % $ 11,681
$ 547,291
2.11%
Fixed rate ⁽²⁾
836,141
4.79 % —
620,327
5.52%
$ 1,988,247
$ 11,681
$ 1,167,618

Credit facility (variable rate):
Revolving credit facility $ 115,751
2.34 % $ 1,174
—
—
Tranche A-1 Term Loan 50,000
2.44 % $ 507
—
—

Pro rata share of debt of unconsolidated entities (contractual balances):
Variable rate ⁽¹⁾
$ 159,169
4.08 % $ 1,614
$ 17,050
1.87%
Fixed rate ⁽²⁾
230,541
3.90 % —
150,150
3.65%
$ 389,710
$ 1,614
$ 167,200

~~_________________~~

(1)
⁽¹⁾	Includes variable rate mortgages payable with interest rate ~~caps.~~cap agreements.

(2)
⁽²⁾	Includes variable rate mortgages payable with interest rates ~~effectively~~ fixed ~~pursuant~~by interest rate ~~swaps.~~swap agreements.

(3)	The interest rate for our revolving credit facility excludes a 0.15% facility fee.

(4)

As of June 30, 2022 and December 31, 2021, the outstanding balance was fixed by interest rate swap agreements. As of June 30, 2022, the interest rate swaps mature in July 2024, fix SOFR at a weighted average interest rate of 1.46% for the Tranche A-1 Term Loan, and fix LIBOR at a weighted average rate of 1.34% for the Tranche A-2 Term Loan. In July 2022, the Tranche A-2 Term Loan was amended. See Note 7 to the financial statements for additional information.

The fair value of our ~~consolidated debt~~mortgages payable is ~~calculated~~estimated by discounting the future contractual cash flows of these instruments using current ~~risk‑adjusted~~risk-adjusted rates available to borrowers with similar credit profiles based on market sources. The fair value of our revolving credit facility and unsecured term loans is calculated based on the net present value of payments over the term of the facilities using estimated market rates for similar notes and remaining terms. As of ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016~~,2021, the estimated fair value of our consolidated debt was ~~$2.1~~$2.0 billion and ~~$1.2 billion, respectively.~~$2.5 billion. These estimates of fair value, which are made at the end of the reporting period, may be different from the amounts that may ultimately be realized upon the disposition of our financial instruments.

Hedging Activities

To manage or hedge our exposure to interest rate risk, we follow established risk management policies and procedures, including the use of a variety of derivative financial instruments. We do not enter into derivative financial instruments for speculative purposes.

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Derivative Financial Instruments Designated as Effective Hedges

Certain derivative financial instruments, consisting of interest rate ~~swaps~~swap and ~~caps,~~cap agreements, are ~~considered economic~~cash flow hedges ~~but not~~that are designated as ~~accounting~~effective hedges, and are carried at their estimated fair value on a recurring ~~basis~~basis. We assess the effectiveness of our hedges both at inception and on an ongoing basis. If the hedges are deemed to be effective, the fair value is recorded in "Accumulated other comprehensive income (loss)" in our balance sheets and is subsequently reclassified into "Interest expense" in our statements of operations in the period that the hedged forecasted transactions affect earnings. Our hedges become less than perfectly effective if the critical terms of the hedging instrument and the forecasted transactions do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and interest rates. In addition, we evaluate the default risk of the counterparty by monitoring the creditworthiness of the counterparty. While management believes its judgments are reasonable, a change in a derivative's effectiveness as a hedge could materially affect expenses, net income (loss) and equity.

As of June 30, 2022 and December 31, 2021, we had interest rate swap and cap agreements with ~~realized~~an aggregate notional value of $930.2 million and $862.7 million, which were designated as effective hedges. The fair value of our interest rate swaps and caps designated as effective hedges consisted of assets totaling $20.4 million and $393,000 as of June 30, 2022 and December 31, 2021 included in "Other assets, net" in our balance sheets, and liabilities totaling $18.4 million as of December 31, 2021, included in "Other liabilities, net" in our balance sheet.

Derivative Financial Instruments Designated as Ineffective Hedges

Certain derivative financial instruments, consisting of interest rate swap and cap agreements, are cash flow hedges that are designated as ineffective hedges, and are carried at their estimated fair value on a recurring basis. Realized and unrealized gains or losses are recorded ~~into earnings~~ in ~~the period~~"Interest expense" in ~~which the change occurs.~~

our statements of operations. As of ~~September~~June 30, ~~2017,~~2022 and December 31, 2021, we had various interest rate swap and cap agreements ~~assumed in the Combination. As~~with an aggregate notional value of ~~September 30, 2017, the~~$692.7 million and $867.7 million, which were designated as ineffective hedges. The fair value of our interest rate swaps and caps designated as ineffective hedges consisted of ~~liabilities~~assets totaling ~~$703,000~~$6.0 million and $558,000 as of June 30, 2022 and December 31, 2021, included in ~~"Accounts payable and accrued expenses"~~"Other assets, net" in our balance ~~sheet.~~

sheets.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)~~

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

~~As required by Rule 13a-15(b) under the Exchange Act,~~ we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of ~~September~~June 30, ~~2017,~~2022, our disclosure controls and procedures were effective at the reasonable assurance level such that the information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended ~~September~~June 30, ~~2017~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II –- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are, from time to time, involved in legal actions arising in the ordinary course of business. In our opinion, the outcome of such matters is not expected to have a material adverse effect on our financial position, results of operations or cash flows.

ITEM 1A. RISK FACTORS

There ~~were~~have been no material changes to the ~~Risk Factors~~risk factors previously disclosed in our ~~Information Statement on Form 10, as amended, filed with the SEC on June 20, 2017.~~Annual Report.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)

Not applicable.

(b)

Not applicable.

(c)

Purchases of equity securities by the issuer and affiliated purchasers:


Period	Total Number Of Common Shares Purchased		Average Price Paid Per Common Share	Total Number Of Common Shares Purchased As Part Of Publicly Announced Plans Or Programs		Approximate Dollar Value Of Common Shares That May Yet Be Purchased Under the Plan Or Programs
April 1, 2022 - April 30, 2022	706,598	$	27.39	706,598	$	125,042,507
May 1, 2022 - May 31, 2022	3,465,029		25.31	3,465,029		37,281,008
June 1, 2022 - June 30, 2022	4,326,740		24.66	4,326,740		430,516,492
Total for the three months ended June 30, 2022	8,498,367		25.15	8,498,367
Total for the six months ended June 30, 2022	11,839,514		25.91	11,839,514
Program total since inception in March 2020 ⁽¹⁾	20,986,335		27.12	20,986,335

~~(a) Not applicable.~~

(1)	In July 2022, we repurchased and retired 1.5 million common shares for $36.0 million, a weighted average purchase price per share of $23.92, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

~~(b) Not applicable.~~

~~(c) Not applicable.~~

In March 2020, our Board of Trustees authorized the repurchase of up to $500.0 million of our outstanding common shares and in June 2022, increased the authorized repurchase amount by $500.0 million to an aggregate of $1.0 billion. Purchases under the program are made either in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by us at our discretion and will be subject to economic and market conditions, share price, applicable legal requirements and other factors. The program may be suspended or discontinued at our discretion without prior notice.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Delayed Draw Term Credit Agreement

On July 29, 2022, JBG SMITH LP entered into a new Credit Agreement (the "Delayed Draw Term Credit Agreement") with Wells Fargo Bank, National Association, as administrative agent (the "Agent"), and the lenders party thereto as set forth in the Delayed Draw Term Credit Agreement. The Delayed Draw Term Credit Agreement provides for a $400.0 million senior unsecured delayed draw term loan facility maturing January 13, 2028 (the "Delayed Draw Term Loan"). As of July 29, 2022, $200.0 million of the Delayed Draw Term Loan was advanced, substantially all the proceeds of which were used to repay in full JBG SMITH LP’s existing $200.0 million Tranche A-2 Term Loan facility previously outstanding

~~None.~~

~~ITEM 6. EXHIBITS~~

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under the Existing Credit Agreement (as defined below). This draw of the Delayed Draw Term Loan as well as the repayment of Tranche A-2 Term Loan of the existing term loan facility results in an overall increased borrowing capacity of $200.0 million. The additional $200.0 million of commitments in respect of the Delayed Draw Term Loan may be borrowed, in whole or in part, in one or more draws, at any time until July 29, 2023. The Delayed Draw Term Credit Agreement includes the option to add additional term loans up to $200.0 million in the aggregate to the extent that the lenders (whether or not an existing lender under the Delayed Draw Term Loan) agree to provide such additional credit extensions.

The Delayed Draw Term Loan bears interest, at JBG SMITH LP’s option, at a rate of either SOFR plus a margin ranging from 1.15% to 1.70% (plus a credit spread adjustment of 0.10%) or the base rate plus a margin ranging from 0.15% to 0.70%, in each case, with the actual margin determined according to JBG SMITH LP’s ratio of indebtedness to a valuation of certain real property and assets. The base rate is the highest of the Agent’s prime rate, the federal funds rate plus 0.50% and the adjusted Term SOFR for a one-month tenor plus 1.0%. The Delayed Draw Term Loan may be voluntarily prepaid in full or in part at any time, subject to customary breakage costs, if applicable. The Delayed Draw Term Credit Agreement also includes a sustainability component whereby the applicable margin can decrease upon JBG SMITH LP’s achievement of certain sustainability performance metrics specified in the Delayed Draw Term Credit Agreement.

The Delayed Draw Term Credit Agreement contains customary representations and warranties and affirmative, negative and financial covenants that are substantially similar to JBG SMITH LP’s existing Credit Agreement, dated as of July 18, 2017, as amended, by and among JBG SMITH LP, Wells Fargo Bank, National Association, as administrative agent, and the lenders from time to time party thereto (as amended, the "Existing Credit Agreement"). Consistent with the Existing Credit Agreement, such Delayed Draw Term Credit Agreement covenants include restrictions on mergers, affiliate transactions, and asset sales as well as the following financial maintenance covenants:


~~(a)~~	~~Exhibits~~



~~Exhibits~~	~~Description~~

~~2.1~~	~~Amendment~~ ● percentage of total debt to ~~Master Transaction Agreement, dated as~~capitalization value of ~~July 17, 2017, by and among Vornado Realty Trust, Vornado Realty L.P., JBG Properties, Inc., JBG/Operating Partners, L.P., certain affiliates~~not more than 60% (subject to a higher level of JBG Properties Inc. and JBG/Operating Partners set forth on Schedule A thereto, JBG SMITH Properties and JBG SMITH Properties LP (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on July 21, 2017).65% for a period of 4 fiscal quarters following a real property asset acquisition);

~~2.2~~	~~Separation and Distribution Agreement, dated as~~ ● ratio of ~~July 17, 2017, by and among Vornado Realty Trust, Vornado Realty L.P., JBG SMITH Properties and JBG SMITH Properties LP (incorporated by reference~~combined EBITDA to ~~Exhibit 2.2~~fixed charges of not less than 1.50 to ~~our Current Report on Form 8-K, filed on July 21, 2017).~~1.00;

~~2.3~~	~~Agreement and Plan~~ ● percentage of ~~Merger, dated as~~secured indebtedness to capitalization value of July 17, 2017, by and between JBG/Fund VI Transferred, L.L.C. and JBGS/Fund VI OP Mergerco, L.L.C. (incorporated by reference to Exhibit 2.3 to our Current Report on Form 8-K, filed on July 21, 2017).not more than 50%;

~~2.4~~	~~Agreement~~ ● ratio of combined EBITDA for unencumbered properties to interest expense on unsecured debt of not less than 1.50 to 1.00; and Plan of Merger, dated as of July 17, 2017, by and between JBG/Fund VII Transferred, L.L.C. and JBGS/Fund VII OP Mergerco, L.L.C. (incorporated by reference to Exhibit 2.4 to our Current Report on Form 8-K, filed on July 21, 2017).
·		● percentage of unsecured indebtedness to the capitalization value of unencumbered properties of not more than 60% (subject to a higher level of 65% for a period of 4 fiscal quarters following a real property asset acquisition).

Consistent with the Existing Credit Agreement, the Delayed Draw Term Credit Agreement also includes customary events of default, the occurrence of which, following any applicable grace period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of JBG SMITH LP under the Delayed Draw Term Credit Agreement to be immediately due and payable.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Delayed Draw Term Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 10-Q and is incorporated herein by reference.

Concurrently with entering into the Delayed Draw Term Credit Agreement, JBG SMITH LP amended their Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, which amends the existing Credit Agreement, dated January 14, 2022, by and among JBG SMITH LP, Wells Fargo Bank, National Association, as administrative agent, and the lenders from time to time party thereto, to change the benchmark interest rate applicable to the revolving loans under the Existing Credit Agreement from one or more rates based on LIBOR to one or more rates based on SOFR and to conform terms of the existing term credit agreement under the Existing Credit Agreement to the terms of the Delayed Draw Term Credit Agreement.

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Executive Retirement Agreement

On July 29, 2022, David P. Paul, President and Chief Operating Officer, informed us of his plans to retire from his position, effective December 31, 2022. Mr. Paul will continue to serve as a Senior Advisor until February 3, 2023.

On July 29, 2022, in connection with Mr. Paul’s planned retirement, we entered into a retirement agreement and release with Mr. Paul (the "Retirement Agreement"). The Retirement Agreement provides for the following: (i) for a six-month period following February 3, 2023 (the "Transition Period"), Mr. Paul will provide strategic advice to us regarding transition of his responsibilities and duties, (ii) during the Transition Period, we will pay Mr. Paul a monthly fee of $10,000, (iii) the time-based equity awards granted to Mr. Paul on November 12, 2018 not vested on the date that the Transition Period begins (the "In-Flight Awards"), will continue to vest during the Transition Period and, upon successful completion of the Transition Period or earlier termination thereof by us for any reason, any remaining unvested In-Flight Awards will continue to vest in accordance with the applicable Equity Award Agreement and (iv) subject to certain exceptions specified in the Retirement Agreement, all other outstanding equity awards held by Mr. Paul that are unvested as of the date that the Transition Period begins will remain outstanding, without requiring Mr. Paul’s continued employment by us.

The description of the Retirement Agreement herein is qualified by reference to the full text of the Retirement Agreement which is attached as Exhibit 10.4 to this report on Form 10-Q.

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ITEM 6. EXHIBITS

(a) Exhibit Index


Exhibits	Description
~~2.5~~ 3.1	Agreement and Plan of Merger, dated as of July 17, 2017, by and between JBG/Fund IX Transferred, L.L.C. and JBGS/Fund IX OP Mergerco, L.L.C. (incorporated by reference to Exhibit 2.5 to our Current Report on Form 8-K, filed on July 21, 2017).

~~2.6~~	Contribution and Assignment Agreement, dated as of July 18, 2017, by and between JBG SMITH Properties LP and JBG/Fund VIII Legacy, L.L.C. (incorporated by reference to Exhibit 2.6 to our Current Report on Form 8-K, filed on July 21, 2017).

~~2.7~~	Contribution and Assignment Agreement, dated as of July 18, 2017, by and between JBG SMITH Properties LP and JBG/UDM Legacy, L.L.C. (incorporated by reference to Exhibit 2.7 to our Current Report on Form 8-K, filed on July 21, 2017).

~~2.8~~	Agreement and Plan of Merger, dated as of July 17, 2017, by and between JBG/Operating Partners, L.P. and JBGS/OP Mergerco, L.L.C. (incorporated by reference to Exhibit 2.8 to our Current Report on Form 8-K, filed on July 21, 2017).

~~2.9~~	Contribution and Assignment Agreement, dated as of July 18, 2017, by and between JBG Properties, Inc. and JBG SMITH Properties LP (incorporated by reference to Exhibit 2.9 to our Current Report on Form 8-K, filed on July 21, 2017).

~~3.1~~	Declaration of Trust of JBG SMITH Properties, as amended and restated (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on July 21, 2017).
3.2	Articles Supplementary to Declaration of Trust of JBG SMITH Properties (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on March 6, 2018).
~~3.2~~ 3.3	Articles of Amendment to Declaration of Trust of JBG SMITH Properties (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K, filed on May 3, 2018).
3.4	Amended and Restated Bylaws of JBG SMITH Properties (incorporated by reference to Exhibit ~~3.2~~3.1 to our Current Report on Form 8-K, filed on ~~July~~February 21, ~~2017)~~2020).
10.1**
~~10.1~~	Tax Matters Agreement, dated as of July 17, 2017, by and between Vornado Realty Trust and JBG SMITH Properties (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on July 21, 2017).

~~10.2~~	Employee Matters Agreement, dated as of July 17, 2017, by and between Vornado Realty Trust, Vornado Realty L.P., JBG SMITH Properties and JBG SMITH Properties LP (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on July 21, 2017).

~~10.3~~	Transition Services Agreement, dated as of July 17, 2017, by and between Vornado Realty Trust and JBG SMITH Properties (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on July 21, 2017).

~~10.4~~	Credit Agreement, dated as of July ~~18, 2017,~~29, 2022, by and among JBG SMITH Properties LP, as Borrower, the financial institutions party thereto as lenders, and Wells Fargo Bank, National Association, as Administrative Agent ~~(incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K, filed on July 21, 2017)~~.
10.2**
~~10.5~~	~~Registration Rights~~Fourth Amendment to Credit Agreement, dated as of July ~~18, 2017,~~29, 2022, by and among JBG SMITH Properties LP, as Borrower, the financial institutions party thereto as lenders, and the holders listed on Schedule I thereto (for holders of common shares of JBG SMITH Properties received in the combination) (incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K, filed on July 21, 2017).Wells Fargo Bank, National Association, as Administrative Agent.
10.3**
~~10.6~~	~~Registration Rights~~First Amendment to Credit Agreement, dated as of July ~~18, 2017,~~29, 2022, by and among JBG SMITH Properties LP, as Borrower, the financial institutions party thereto as lenders, and the holders listed on Schedule I thereto (for holders of OP Units of JBG SMITH LP received in the combination) (incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K, filed on July 21, 2017)Wells Fargo Bank, National Association, as Administrative Agent.
10.4†**



~~Exhibits~~	~~Description~~
~~10.7~~	~~Form of JBG SMITH Properties Unit Issuance~~Retirement Agreement ~~(incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K, filed on July 21, 2017).~~

~~10.8~~	~~JBG SMITH Properties Non-Employee Trustee Unit Issuance Agreement, dated July 18, 2017, by~~ and among, JBG SMITH Properties, JBG SMITH Properties LP, Michael J. Glosserman and Glosserman Family JBG Operating, L.L.C. (incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K, filed on July 21, 2017).

~~10.9~~	~~JBG SMITH Properties 2017 Employee Share Purchase Plan (incorporated by reference to Exhibit 10.9 to our Current Report on Form 8-K, filed on July 21, 2017).~~

~~10.10~~	~~JBG SMITH Properties 2017 Omnibus Share Plan (incorporated by reference to Exhibit 10.10 to our Current Report on Form 8-K, filed on July 21, 2017).~~

~~10.11~~	~~Employment Agreement,~~Release, dated as of July ~~17, 2017,~~29, 2022, by and between JBG SMITH Properties and ~~Stephen W. Theriot (incorporated by reference to Exhibit 10.11 to our Current Report on Form 8-K, filed on July 21, 2017).~~David P. Paul.
31.1**
~~10.12~~	Form of Indemnification Agreement between JBG SMITH Properties and each of its trustees and executive officers (incorporated by reference to Exhibit 10.12 to our Current Report on Form 8-K, filed on July 21, 2017).

~~10.13~~	First Amended and Restated Limited Partnership Agreement of JBG SMITH Properties LP, dated as of July 17, 2017 (incorporated by reference to Exhibit 10.13 to our Current Report on Form 8-K, filed on July 21, 2017).

~~31.1~~	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended and Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.
31.2**
~~31.2~~	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended and Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.
32.1**
~~32.1~~	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and 18 U.S.C 1350, as created by Section 906 of the Sarbanes- Oxley Act of ~~2002~~2002.
101.INS
~~101.INS~~	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
~~101.SCH~~	Inline XBRL Taxonomy Extension Schema
101.CAL
~~101.CAL~~	Inline XBRL Extension Calculation Linkbase
101.LAB
~~101.LAB~~	Inline XBRL Extension Labels Linkbase
101.PRE
~~101.PRE~~	Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF
~~101.DEF~~	Inline XBRL Taxonomy Extension Definition Linkbase
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


**	Filed herewith.
†	Denotes a management contract or compensatory plan, contract or arrangement.

Table of Contents

~~SIGNATURE~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		JBG SMITH Properties

~~Date:~~	~~November 13, 2017~~	~~/s/ Stephen W. Theriot~~
		~~Stephen W. Theriot~~

Date:	August 2, 2022	/s/ M. Moina Banerjee
		M. Moina Banerjee
		Chief Financial Officer
		(Principal Financial ~~and~~Officer)


		JBG SMITH Properties

Date:	August 2, 2022	/s/ Angela Valdes
		Angela Valdes
		Chief Accounting Officer
		(Principal Accounting Officer)

JBG SMITH PROPERTIES Condensed Consolidated and Combined Balance Sheets September 30, 2017 and December 31, 2016 (Unaudited) (In thousands, except par value amounts)

	September 30, 2017			December 31, 2016
ASSETS
Real estate, at cost:
Land and improvements	$	1,272,997		$	939,592
Buildings and improvements	3,662,853			3,064,466
Construction in progress, including land	906,680			151,333
	5,842,530			4,155,391
Less accumulated depreciation	(982,454		)	(930,769		)
Real estate, net	4,860,076			3,224,622
Cash and cash equivalents	367,896			29,000
Restricted cash	17,521			3,263
Tenant and other receivables, net	50,474			33,380
Deferred rent receivable, net	145,683			136,582
Investments in and advances to unconsolidated real estate ventures	284,986			45,776
Receivable from former parent	—			75,062
Other assets, net	288,391			112,955
TOTAL ASSETS	$	6,015,027		$	3,660,640

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net	$	1,977,674		$	1,165,014
Revolving credit facility	115,751			—
Unsecured term loan, net	46,389			—
Payable to former parent	—			283,232
Accounts payable and accrued expenses	131,627			40,923
Other liabilities, net	100,774			49,487
Total liabilities	2,372,215			1,538,656
Commitments and contingencies
Redeemable noncontrolling interests	567,001			—
Shareholders' equity:
Preferred shares, $0.01 par value - 200,000 shares authorized, none issued	—			—
Common shares, $0.01 par value - 500,000 shares authorized and 117,957 shares issued and outstanding at September 30, 2017	1,180			—
Additional paid-in capital	3,099,056			—
Accumulated deficit	(28,827		)	—
Total shareholders' equity of JBG SMITH Properties	3,071,409			—
Former parent equity	—			2,121,689
Noncontrolling interests in consolidated subsidiaries	4,402			295
Total equity	3,075,811			2,121,984
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY	$	6,015,027		$	3,660,640

JBG SMITH PROPERTIES Condensed Consolidated and Combined Statements of Operations For the three and nine months ended September 30, 2017 and 2016 (Unaudited) (In thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
REVENUE
Property rentals	$	116,458		$	103,265		$	316,899		$	299,497
Tenant reimbursements	9,593			10,231			27,161			28,428
Third-party real estate services, including reimbursements	25,141			8,297			38,881			24,617
Other income	1,158			1,564			3,701			3,938
Total revenue	152,350			123,357			386,642			356,480
EXPENSES
Depreciation and amortization	43,951			31,377			109,726			98,291
Property operating	29,634			27,287			77,341			75,087
Real estate taxes	17,194			14,462			47,978			43,712
General and administrative:
Corporate and other	10,593			10,913			35,536			36,040
Third-party real estate services	21,178			4,779			30,362			14,272
Share-based compensation related to Formation Transaction	14,445			—			14,445			—
Transaction and other costs	104,095			1,528			115,173			1,528
Total operating expenses	241,090			90,346			430,561			268,930
OPERATING (LOSS) INCOME	(88,740		)	33,011			(43,919		)	87,550
(Loss) income from unconsolidated real estate ventures	(1,679		)	584			(1,365		)	(952		)
Interest and other (loss) income, net	(379		)	749			1,366			2,292
Interest expense	(15,309		)	(13,028		)	(43,813		)	(38,662		)
Loss on extinguishment of debt	(689		)	—			(689		)	—
Gain on bargain purchase	27,771			—			27,771			—
(LOSS) INCOME BEFORE INCOME TAX EXPENSE	(79,025		)	21,316			(60,649		)	50,228
Income tax benefit (expense)	1,034			(302		)	317			(884		)
NET (LOSS) INCOME	(77,991		)	21,014			(60,332		)	49,344
Net loss attributable to redeemable noncontrolling interests	8,160			—			2,481			—
NET (LOSS) INCOME ATTRIBUTABLE TO JBG SMITH PROPERTIES	$	(69,831	)	$	21,014		$	(57,851	)	$	49,344
(LOSS) EARNINGS PER COMMON SHARE:
Basic	$	(0.61	)	$	0.21		$	(0.55	)	$	0.49
Diluted	$	(0.61	)	$	0.21		$	(0.55	)	$	0.49
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - basic and diluted	$	114,744		$	100,571		$	105,347		$	100,571



	Common Shares			Additional Paid-In Capital			Accumulated Deficit			Former Parent Equity				Noncontrolling Interests in Consolidated Subsidiaries			Total Equity
	Shares	Amount		Additional Paid-In Capital			Accumulated Deficit			Former Parent Equity				Noncontrolling Interests in Consolidated Subsidiaries			Total Equity
BALANCE AT JANUARY 1, 2017										$	2,121,689			$	295		$	2,121,984
Net income (loss) attributable to JBG SMITH Properties	—	$	—	$	—		$	(28,827	)	(29,024		)	⁽¹⁾	—			(57,851		)
Deferred compensation shares and options, net	—	—		—			—			1,526				—			1,526
Contributions from former parent, net	—	—		—			—			334,843				—			334,843
Issuance of common limited partnership units at the Separation	—	—		—			—			(96,632		)		—			(96,632		)
Issuance of common shares at the Separation	94,736	947		2,331,455			—			(2,332,402		)		—			—
Issuance of common shares in connection with the Combination	23,221	233		864,685			—			—				—			864,918
Noncontrolling interests acquired in connection with the Combination	—	—		—			—			—				3,987			3,987
Distributions to noncontrolling interests	—	—		—			—			—				(14		)	(14		)
Contributions from noncontrolling interests	—	—		—			—			—				134			134
Adjustment to record redeemable noncontrolling interest at redemption value	—	—		(97,084		)	—			—				—			(97,084		)
BALANCE AT SEPTEMBER 30, 2017	117,957	$	1,180	$	3,099,056		$	(28,827	)	$	—			$	4,402		$	3,075,811



Fair value of purchase consideration:
Common shares and OP Units	$	1,224,886
Cash	20,573
Total consideration paid	$	1,245,459

Fair value of assets acquired and liabilities assumed:
Land and improvements	$	342,932
Building and improvements	623,889
Construction in progress, including land	632,664
Leasehold improvements and equipment	7,890
Cash	104,516
Restricted cash	13,460
Investments in and advances to unconsolidated real estate ventures	238,388
Identified intangible assets	146,600
Notes receivable ⁽¹⁾	50,934
Identified intangible liabilities	(8,449		)
Mortgages payable assumed ⁽²⁾	(768,523		)
Capital lease obligations assumed ⁽³⁾	(33,543		)
Deferred tax liability ⁽⁴⁾	(21,476		)
Other liabilities acquired, net	(52,065		)
Noncontrolling interests in consolidated subsidiaries	(3,987		)
Net assets acquired	1,273,230
Gain on bargain purchase ⁽⁵⁾	27,771
Total consideration paid	$	1,245,459



Outstanding common shares and common limited partnership units prior to the Combination	100,571
Exchange ratio ⁽¹⁾	2.71
Common shares and OP Units issued in consideration	37,164
Price per share/unit ⁽²⁾	$	37.10
Fair value of common shares and OP Units issued in consideration	$	1,378,780
Fair value adjustment to OP Units due to transfer restrictions	(43,303		)
Portion of consideration attributable to performance of future services ⁽³⁾	(110,591		)
Fair value of common shares and OP Units purchase consideration	$	1,224,886



	Total Fair Value		Weighted Average Amortization Period
	Total Fair Value		Weighted Average Amortization Period	Useful Life ⁽¹⁾
	(In thousands)		(In years)
Tangible assets:
Building and improvements	$	559,042		3 - 40 years
Tenant improvements	64,847			Shorter of useful life or remaining life of the respective lease
Total building and improvements	$	623,889
Leasehold improvements	$	4,422		Shorter of useful life or remaining life of the respective lease
Identified intangible assets:
In-place leases	$	59,351	6.4	Remaining life of the respective lease
Above-market real estate leases	11,700		6.3	Remaining life of the respective lease
Below-market ground leases	659		88.5	Remaining life of the respective lease
Option to enter into ground lease	17,090		N/A	Remaining life of contract
Management and leasing contracts ⁽²⁾	57,800		7.4	Estimated remaining life of contracts, ranging between 3 - 8 years
Total identified intangible assets	$	146,600
Identified intangible liabilities:
Below-market real estate leases	$	8,449	10.2	Remaining life of the respective lease



	Ownership Interest ⁽¹⁾	Investment Balance
Real Estate Venture Partners ⁽¹⁾	September 30, 2017	September 30, 2017		December 31, 2016
		(In thousands)
Landmark	1.8% - 59.0%	$	110,562	$	—
CBREI Venture	5.0% - 64.0%	85,386		—
Canadian Pension Plan Investment Board	55.0%	36,223		36,312
Brandywine	30.0%	13,753		—
Berkshire Group	50.0%	27,647		—
MRP Realty	70.0%	1,802		—
JP Morgan	5.0%	9,351		9,335
Other		242		129
Total investments in unconsolidated real estate ventures		284,966		45,776
Advances to unconsolidated real estate ventures		20		—
Total investments in and advances to unconsolidated real estate ventures		$	284,986	$	45,776



	Weighted Average Interest Rate	Balance as of
	September 30, 2017	September 30, 2017			December 31, 2016
		(In thousands)
Variable rate ⁽¹⁾	4.08%	$	531,989		$	31,000
Fixed rate ⁽²⁾	3.90%	643,801			273,000
Unconsolidated real estate ventures - mortgages payable		1,175,790			304,000
Unamortized deferred financing costs, net		(860		)	(1,034		)
Unconsolidated real estate ventures - mortgages payable, net		$	1,174,930		$	302,966



	September 30, 2017		December 31, 2016
Combined balance sheet information:	(In thousands)
Total assets	$	3,446,348	$	598,239
Total liabilities	1,253,664		327,862
Noncontrolling interests	343		343
Total equity	2,192,341		270,034



Year ending December 31,	Amount
	(in thousands)
2018	$	15,119
2019	12,032
2020	10,105
2021	6,664
2022	5,312



	Interest Rate	Balance as of
	September 30, 2017	September 30, 2017
		(In thousands)
Revolving credit facility ⁽¹⁾	2.34%	$	115,751

Tranche A-1 Term Loan	2.44%	$	50,000
Unamortized deferred financing costs, net		(3,611		)
Unsecured term loan, net		$	46,389



Formation Awards	$	3,963
LTIP Units that vested immediately	2,546
OP Units ⁽¹⁾	7,936
Share-based compensation related to Formation Transaction ⁽²⁾	14,445
LTIP Units that vest over four years	885
OPP Units	469
Other equity awards	1,526
Share-based compensation expense - other⁽³⁾	2,880
Total share-based compensation expense	17,325
Less amount capitalized	(161		)
Net share-based compensation expense ⁽⁴⁾	$	17,164



	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
September 30, 2017	(In thousands)
Interest rate swaps and caps:
Classified as liabilities in "Other liabilities, net"	$	703	$	—	$	703	$	—



	September 30, 2017				December 31, 2016
	Carrying Amount ⁽¹⁾		Fair Value		Carrying Amount ⁽¹⁾		Fair Value
	(In thousands)
Financial liabilities:
Mortgages payable	$	1,988,247	$	2,015,653	$	1,167,618	$	1,192,267



	Three Months Ended September 30, 2017
	Office		Multifamily		Other				Eliminations			Total
	(In thousands)
Rental revenue:
Property rentals	$	91,534	$	23,397	$	4,171			$	(2,644	)	$	116,458
Tenant reimbursements	7,917		1,548		128				—			9,593
Total rental revenue	99,451		24,945		4,299				(2,644		)	126,051
Rental expense:								—
Property operating	27,000		6,796		3,502				(7,664		)	29,634
Real estate taxes	13,038		2,952		1,204				—			17,194
Total rental expense	40,038		9,748		4,706				(7,664		)	46,828
NOI	$	59,413	$	15,197	$	(407	)		$	5,020		$	79,223



	Three Months Ended September 30, 2016
	Office		Multifamily		Other			Eliminations			Total
	(In thousands)
Rental revenue:
Property rentals	$	81,575	$	15,850	$	4,898		$	942		$	103,265
Tenant reimbursements	8,977		876		378			—			10,231
Total rental revenue	90,552		16,726		5,276			942			113,496
Rental expense:							—
Property operating	25,083		4,782		3,065			(5,643		)	27,287
Real estate taxes	11,793		1,663		1,006						14,462
Total rental expense	36,876		6,445		4,071			(5,643		)	41,749
NOI	$	53,676	$	10,281	$	1,205		$	6,585		$	71,747



	Nine Months Ended September 30, 2017
	Office		Multifamily		Other				Eliminations			Total
	(In thousands)
Rental revenue:
Property rentals	$	249,532	$	62,050	$	9,623			$	(4,306	)	$	316,899
Tenant reimbursements	22,738		3,772		651				—			27,161
Total rental revenue	272,270		65,822		10,274				(4,306		)	344,060
Rental expense:								—
Property operating	71,377		16,716		11,330				(22,082		)	77,341
Real estate taxes	37,185		7,973		2,820				—			47,978
Total rental expense	108,562		24,689		14,150				(22,082		)	125,319
NOI	$	163,708	$	41,133	$	(3,876	)		$	17,776		$	218,741



	Nine Months Ended September 30, 2016
	Office		Multifamily		Other			Eliminations			Total
	(In thousands)
Rental revenue:
Property rentals	$	237,826	$	45,203	$	18,621		$	(2,153	)	$	299,497
Tenant reimbursements	24,807		2,422		1,199			—			28,428
Total rental revenue	262,633		47,625		19,820			(2,153		)	327,925
Rental expenses:							—
Property operating	69,740		12,594		14,934			(22,181		)	75,087
Real estate taxes	34,855		5,063		3,794			—			43,712
Total rental expense	104,595		17,657		18,728			(22,181		)	118,799
NOI	$	158,038	$	29,968	$	1,092		$	20,028		$	209,126



	2017						2016
(Amounts in thousands)	September 30,		Weighted Average Interest Rate		Effect of 1% Change in Base Rates		December 31,		Weighted Average Interest Rate
	Balance		Weighted Average Interest Rate		Effect of 1% Change in Base Rates		Balance		Weighted Average Interest Rate
Consolidated debt (contractual balances):
Mortgages payable
Variable rate ⁽¹⁾	$	1,152,106	2.95	%	$	11,681	$	547,291	2.11%
Fixed rate ⁽²⁾	836,141		4.79	%	—		620,327		5.52%
	$	1,988,247			$	11,681	$	1,167,618
Credit facility (variable rate):
Revolving credit facility	$	115,751	2.34	%	$	1,174	—		—
Tranche A-1 Term Loan	50,000		2.44	%	$	507	—		—

Pro rata share of debt of unconsolidated entities (contractual balances):
Variable rate ⁽¹⁾	$	159,169	4.08	%	$	1,614	$	17,050	1.87%
Fixed rate ⁽²⁾	230,541		3.90	%	—		150,150		3.65%
	$	389,710			$	1,614	$	167,200

~~Standard~~

~~Description~~

~~Date of Adoption~~

~~Effect on the Financial Statements or Other~~
~~Significant Matters~~

~~Standard adopted~~

~~ASU 2017‑01 Business Combinations (Topic 805): Clarifying the~~
~~Definition of a Business~~

This standard provides a screen to determine when an asset acquired or group of assets acquired is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated.

~~September~~
~~2017~~

~~The adoption and implementation of this standard did not have an impact on our results of operations, financial condition or cash flows.~~