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Item 5. Market for Registrant’s Common Equity

2021-02-23 compared with 2020-02-25 · 24 added, 68 removed, 27 unchanged (77% of the section changed)

2 unchanged sentences

Market Information and Dividends

Our common shares began regular way trading on the New York Stock Exchange, or NYSE, on July 18, 2017, under the symbol "JBGS." On February 20, 2020 , there were 912 holders of record of our common shares.

This does not reflect individuals or other entities who hold their shares in "street name."

Dividends declared in 2019 totaled $0.90 per common share (regular quarterly dividends of $0.225 per common share each quarter).

Our common shares trade under the symbol "JBGS."

On February 19, 2021, there were 876 holders of record of our common shares.

This does not reflect individuals or other entities who hold their shares in "street name."

Dividends declared in each of 2020 and 2019 totaled $0.90 per common share (regular quarterly dividends of $0.225 per common share each quarter).

Dividends declared in 2018 totaled $1.00 per common share (regular quarterly dividends of $0.225 per common share each quarter plus a special dividend of $0.10 per common share).

Dividends declared in 2017 totaled $0.45 per common share (regular quarterly dividends of $0.225 per common share each quarter following the Formation Transaction).

While future dividends will be declared at the discretion of our Board of Trustees and will depend upon cash generated by our operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Code and such other factors as our Board of Trustees deems relevant, management currently expects regular quarterly dividends in 2021 will be comparable in amount with those declared in 2020.

8 unchanged sentences

Performance Graph

This performance graph shall not be deemed "soliciting material" or to be "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings of under the Securities Act or the Exchange Act.

This performance graph shall not be deemed "soliciting material"

or to be "filed"

with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings of under the Securities Act or the Exchange Act.

The graph below compares the cumulative total return of our common shares, the S&P MidCap 400 Index and the FTSE NAREIT Equity Office Index, from July 18, 2017 (the completion date of the Formation Transaction) through December 31, 2020.

The comparison assumes $100 was invested on July 18, 2017 in our common shares and in each of the foregoing indexes and assumes reinvestment of dividends, as applicable.

We have included the FTSE NAREIT Equity Office Index because we believe that it is representative of the industry in which we compete and is relevant to an assessment of our performance.

We have included the FTSE NAREIT Equity Office Index because we believe that it is representative of the industry in which we compete and is relevant to an

assessment of our performance.

There can be no assurance that the performance of our shares will continue in line with the same or similar trends depicted in the graph below.

6 unchanged sentences

Repurchases of Equity Securities

During the year ended December 31, 2019 , we did not repurchase any of our equity securities.

The following is a summary of common shares repurchased in 2020:

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

October 1, 2020 - October 31, 2020

November 1, 2020 - November 30, 2020

December 1, 2020 - December 31, 2020

Total for the three months ended December 31, 2020

Total for the year ended December 31, 2020

I n March 2020, our Board of Trustees authorized the repurchase of up to $500 million of our outstanding common shares.

Purchases, to the extent made pursuant to the program, will be 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 .

Equity Compensation Plan Information

1 unchanged sentence

SELECTED FINANCIAL DATA

The following table includes selected consolidated and combined financial data set forth as of and for each of the five years in the period ended December 31, 2019 .

The consolidated balance sheets as of December 31, 2019 , 2018 and 2017 reflect the consolidation of properties that are wholly owned and properties in which we own less than 100% interest, including JBG SMITH LP, but in which we have a controlling interest.

The consolidated statements of operations for the years ended December 31, 2019 and 2018 include our consolidated accounts.

The consolidated and combined statement of operations for the year ended December 31, 2017 includes our consolidated accounts and the combined accounts of the Vornado Included Assets.

Accordingly, the results presented for the year ended December 31, 2017 reflect the operations, comprehensive income (loss), and changes in cash flows and equity on a carved-out and combined basis for the period from January 1, 2017 through the date of the Separation and on a consolidated basis subsequent to the Separation.

Consequently, our results for the periods before and after the Formation Transaction are not

directly comparable.

The financial data for the periods prior to the Separation consist of the Vornado Included Assets and are derived from audited combined financial statements.

This selected financial data should be read in conjunction with "Management’s Discussion and Analysis of Financial Condition and Results of Operations", and our audited consolidated and combined financial statements and related notes included in Part II, Items 7 and 8 of this Annual Report on Form 10-K.

Year Ended December 31,

(In thousands, except per share data)

Statement of Operations Data:

Total revenue

Depreciation and amortization

Property operating

Real estate taxes

General and administrative:

Corporate and other

Third-party real estate services

Share-based compensation related to Formation

Transaction and special equity awards

Transaction and other costs

Total expenses

Other income (expense):

Income (loss) from unconsolidated real estate ventures, net

Interest and other income, net

Interest expense

Gain on sale of real estate

Loss on extinguishment of debt

Gain (reduction of gain) on bargain purchase

Total other income (expense)

Income (loss) before income tax (expense) benefit

Income tax (expense) benefit

Net income (loss)

Net (income) loss attributable to redeemable

noncontrolling interests

Net loss attributable to noncontrolling interest

Net income (loss) attributable to common shareholders

Earnings (loss) per common share:

Weighted average number of common shares

outstanding - basic and diluted

Year Ended December 31,

(In thousands, except per share data)

Balance Sheet Data:

Real estate, net

Mortgages payable, net

Revolving credit facility

Unsecured term loans, net

Redeemable noncontrolling interests

Cash Flow Statement Data:

Provided by operating activities

Provided by (used in) investing activities

Provided by (used in) financing activities

Other Information:

Dividends declared per common share

Funds from operations ("FFO") attributable to common

shareholders (1)

FFO per diluted common share (1)

_________________

FFO attributable to common shareholders and FFO per diluted common share prior to the year ended December 31, 2018 are excluded since periods before and after the Formation Transaction are not directly comparable.

See "Management’s Discussion and Analysis of Financial Condition and Results of Operations-Funds from Operations" for a reconciliation of net income attributable to common shareholders, the most directly comparable GAAP measure, to FFO.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity