What changed in this filing

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Item 1. Financial Statements

2021-11-02 compared with 2021-08-03 · 201 added, 190 removed, 685 unchanged (36% of the section changed)

3 unchanged sentences

(In thousands, except par value amounts)

June 30, 2021

September 30, 2021

December 31, 2020

3 unchanged sentences

Construction in progress, including land

Less accumulated depreciation

accumulated depreciation

( 1,346,107 )

20 unchanged sentences

Common shares, $ 0.01 par value - 500,000 shares authorized;

131,841 and 131,778 shares issued and outstanding as of June 30, 2021 and December 31, 2020

129,704 and 131,778 shares issued and outstanding as of September 30, 2021 and December 31, 2020

Additional paid-in capital

8 unchanged sentences

(In thousands, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Property rental

13 unchanged sentences

Income (loss) from unconsolidated real estate ventures, net

Interest and other income (loss), net

Interest and other income, net

Interest expense

12 unchanged sentences

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Comprehensive Loss

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

NET INCOME (LOSS)

3 unchanged sentences

Other comprehensive income (loss)

COMPREHENSIVE LOSS

COMPREHENSIVE INCOME (LOSS)

Net (income) loss attributable to redeemable noncontrolling interests

1 unchanged sentence

Other comprehensive (income) loss attributable to redeemable noncontrolling interests

COMPREHENSIVE LOSS ATTRIBUTABLE TO JBG SMITH PROPERTIES

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO JBG SMITH PROPERTIES

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

5 unchanged sentences

Noncontrolling

BALANCE AS OF MARCH 31, 2021

Net loss attributable to common shareholders and noncontrolling interests

BALANCE AS OF JUNE 30, 2021

Net income attributable to common shareholders and noncontrolling interests

Conversion of common limited partnership units to common shares

3 unchanged sentences

($ 0.225 per common share)

Contributions from (distributions to) noncontrolling interests

Distributions to noncontrolling interests

Redeemable noncontrolling interests redemption value adjustment and other comprehensive income allocation

Other comprehensive income

BALANCE AS OF SEPTEMBER 30, 2021

BALANCE AS OF JUNE 30, 2020

BALANCE AS OF MARCH 31, 2020

Net loss attributable to common shareholders and noncontrolling interests

5 unchanged sentences

Distributions to noncontrolling interests

Redeemable noncontrolling interests redemption value adjustment and other comprehensive loss allocation

Other comprehensive loss

BALANCE AS OF JUNE 30, 2020

Redeemable noncontrolling interests redemption value adjustment and other comprehensive income allocation

Other comprehensive income

BALANCE AS OF SEPTEMBER 30, 2020

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

JBG SMITH PROPERTIES

11 unchanged sentences

($ 0.45 per common share)

Contributions from noncontrolling interests

Contributions from noncontrolling interests, net

Redeemable noncontrolling interests redemption value adjustment and other comprehensive income allocation

Other comprehensive income

BALANCE AS OF JUNE 30, 2021

BALANCE AS OF SEPTEMBER 30, 2021

BALANCE AS OF DECEMBER 31, 2019

Net income attributable to common shareholders and noncontrolling interests

Net loss attributable to common shareholders and noncontrolling interests

Conversion of common limited partnership units to common shares

6 unchanged sentences

Other comprehensive loss

BALANCE AS OF JUNE 30, 2020

BALANCE AS OF SEPTEMBER 30, 2020

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

2 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

OPERATING ACTIVITIES:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

7 unchanged sentences

Gain on sale of real estate

Losses on operating lease and other receivables

Loss on operating lease and other receivables

Return on capital from unconsolidated real estate ventures

8 unchanged sentences

Development costs, construction in progress and real estate additions

Deposits for real estate and other acquisitions

Proceeds from sale of real estate

Distributions of capital from unconsolidated real estate ventures

Investments in unconsolidated real estate ventures

Net cash (used in) provided by investing activities

Investments in unconsolidated real estate ventures and other

Net cash used in investing activities

FINANCING ACTIVITIES:

20 unchanged sentences

Cash and cash equivalents and restricted cash

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

JBG SMITH PROPERTIES

1 unchanged sentence

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION:

16 unchanged sentences

metropolitan area that have high barriers to entry and vibrant urban amenities.

Over half of our portfolio is in National Landing in Northern Virginia, where we serve as the exclusive developer for Amazon.com, Inc.'s ("Amazon") new headquarters and where Virginia Tech's planned new $ 1 billion Innovation Campus is located.

Over half of our portfolio is in National Landing in Northern Virginia, where we serve as the exclusive developer for Amazon.com, Inc.'s ("Amazon") new headquarters and where Virginia Tech's under-construction $ 1 billion Innovation Campus is located.

In addition, our third-party asset management and real estate services business provides fee-based real estate services to the Washington Housing Initiative ("WHI") Impact Pool, Amazon, 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 Properties LP ("JBG SMITH LP"), our operating partnership.

As of June 30, 2021, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 90.9 % of its common limited partnership units ("OP Units").

As of September 30, 2021, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 90.8 % of its common limited partnership units ("OP Units").

JBG SMITH is hereinafter referred to as "we,"

7 unchanged sentences

The Separation and the Combination are collectively referred to as the "Formation Transaction."

As of June 30, 2021, our Operating Portfolio consisted of 64 operating assets comprising 43 commercial assets totaling 13.3 million square feet ( 11.4 million square feet at our share) and 21 multifamily assets totaling 7,776 units ( 6,125 units at our share).

As of September 30, 2021, our Operating Portfolio consisted of 63 operating assets comprising 42 commercial assets totaling 13.1 million square feet ( 11.3 million square feet at our share) and 21 multifamily assets totaling 7,776 units ( 6,125 units at our share).

Additionally, we have:

9 unchanged sentences

All intercompany transactions and balances have been eliminated.

The results of operations for the three and six months ended June 30, 2021 and 2020 are not necessarily indicative of the results that may be expected for a full year.

The results of operations for the three and nine months ended September 30, 2021 and 2020 are not necessarily indicative of the results that may be expected for a full year.

These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

3 unchanged sentences

The portions of the equity and net income (loss) of consolidated entities that are not attributable to us are presented separately as amounts attributable to noncontrolling interests in our condensed consolidated financial statements.

References to our financial statements refer to our condensed consolidated financial statements as of June 30, 2021 and December 31, 2020, and for the three and six months ended June 30, 2021 and 2020.

References to our balance sheets refer to our condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020.

References to our statements of operations refer to our condensed consolidated statements of operations for the three and six months ended June 30, 2021 and 2020.

References to our statements of comprehensive loss refer to our condensed consolidated statements of comprehensive loss for the three and six months ended June 30, 2021 and 2020.

References to our statements of cash flows refer to our condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020.

References to our financial statements refer to our condensed consolidated financial statements as of September 30, 2021 and December 31, 2020, and for the three and nine months ended September 30, 2021 and 2020.

References to our balance sheets refer to our condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020.

References to our statements of operations refer to our condensed consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020.

References to our statements of comprehensive income (loss) refer to our condensed consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2021 and 2020.

We have elected to be taxed as a REIT under sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code").

9 unchanged sentences

The most significant of these estimates include:

(i) the underlying cash flows and holding periods used in assessing impairment;

(i) the underlying cash flows and holding periods used in assessing impairment of long-lived assets;

(ii) the determination of useful lives for tangible and intangible assets;

and (iii) the assessment of the collectability of receivables, including deferred rent receivables.

Holding real estate assets over the long term directly decreases the likelihood of recording an impairment loss.

If there is a change in the strategy of an asset or market conditions dictate an earlier sale date, an impairment loss may be recognized, and such loss could be material.

Longer estimated holding periods for real estate assets directly reduce the 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 date, an impairment loss may be recognized, and such loss could be material.

In March 2020, the World Health Organization declared a global pandemic related to the novel coronavirus ("COVID-19").

5 unchanged sentences

Due to the business disruptions and challenges caused by COVID-19, we have provided rent deferrals and other lease concessions to certain tenants.

We have entered into agreements with certain tenants, many of which have been placed on the cash basis of accounting, resulting in the deferral to future periods or abatement of $ 2.4 million of rent that had been

contractually due in the second quarter of 2021.

We are negotiating additional rent deferrals and other lease concessions with some of our tenants, which have been considered when establishing credit losses against billed and deferred rent receivables.

We have entered into agreements with certain tenants, many of which have been placed on the cash basis of accounting, resulting in the deferral to future periods or abatement of $ 492,000 of rent that had been contractually due in the third quarter of 2021.

We are negotiating additional rent deferrals and other lease concessions with

some of our tenants, which have been considered when establishing credit losses against billed and deferred rent receivables.

During 2020, we began recognizing revenue from substantially all co-working tenants and retailers except for grocers, pharmacies, essential businesses and certain national credit tenants on the cash basis of accounting.

4 unchanged sentences

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, 2021, we did not make any elections.

During the nine months ended September 30, 2021, we did not make any elections.

During the year ended December 31, 2020, we elected to apply the hedge accounting expedients related to (i) the assertion that 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 the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

1 unchanged sentence

We will continue to evaluate the impact of the guidance and may apply other elections, as applicable.

Dispositions and Assets Held for Sale

Acquisition, Dispositions and Assets Held for Sale

We have agreed, subject to customary closing conditions, to acquire The Batley, a 432 -unit multifamily asset in the Union Market submarket of Washington, D.C., for a purchase price of approximately $ 205 million.

The building was 90.7 % occupied as of September 30, 2021.

We expect the acquisition to close in 2021.

We intend to use The Batley as a replacement property in a like-kind exchange for the proceeds from the sale of Pen Place to Amazon, which is expected to close during the second quarter of 2022.

In April 2021, we invested cash in and contributed land to two real estate ventures and recognized an $ 11.3 million gain, which is included in "Gain on sale of real estate"

in our statements of operations for the three and six months ended June 30, 2021.

in our statements of operations for the nine months ended September 30, 2021.

See Note 4 for additional information.

In May 2021, we recognized an aggregate gain of $ 5.2 million from the sale of various assets by our unconsolidated real estate ventures, which is included in "Income (loss) from unconsolidated real estate ventures, net"

in our statements of operations for the three and six months ended June 30, 2021.

During the three and nine months ended September 30, 2021, we recognized our proportionate share of the gain from the sale of various assets by our unconsolidated real estate ventures, which is included in "Income (loss) from unconsolidated real estate ventures, net"

in our statements of operations.

See Note 4 for additional information.

5 unchanged sentences

(In thousands)

June 30, 2021

September 30, 2021

Pen Place (2)

4 unchanged sentences

(1) Represents estimated or approved potential development density.

(2) In March 2019, we entered into an agreement for the sale of Pen Place to Amazon, which we expect to close in late 2021.

(2) In March 2019, we entered into an agreement for the sale of Pen Place to Amazon, which we expect to close during the second quarter of 2022.

Investments in Unconsolidated Real Estate Ventures

1 unchanged sentence

Real Estate Venture Partners

June 30, 2021

September 30, 2021

December 31, 2020

10 unchanged sentences

Total investments in unconsolidated real estate ventures (3)

(1) Reflects our effective ownership interests in the underlying real estate as of June 30, 2021.

(1) Reflects our effective ownership interests in the underlying real estate as of September 30, 2021.

We have multiple investments with certain venture partners with varying ownership interests in the underlying real estate.

Morgan is the advisor for an institutional investor.

(3) As of June 30, 2021 and December 31, 2020, our total investments in unconsolidated real estate ventures are greater than the net book value of the underlying assets by $ 20.0 million and $ 18.9 million, resulting principally from capitalized interest, partially offset by our zero investment balance in the real estate venture with CPPIB that owns 1101 17th Street .

(3) As of September 30, 2021 and December 31, 2020, our total investments in unconsolidated real estate ventures were greater than the net book value of the underlying assets by $ 20.2 million and $ 18.9 million, resulting principally from capitalized interest and our zero investment balance in the real estate venture with CPPIB that owns 1101 17th Street .

In April 2021, we entered into two real estate ventures with an institutional investor advised by J.P.

Morgan, in which we have 50 % ownership interests, to design, develop, manage and own approximately 2.0 million square feet of new mixed-use development located in Potomac Yard, the southern portion of National Landing.

Our venture partner contributed a land site that is entitled for 1.3 million square feet of development at Potomac Yard Landbay F, while we contributed adjacent land with over 700,000 square feet of estimated development capacity at Potomac Yard Landbay G.

Our venture partner contributed a land site that is entitled for 1.3 million square feet of development at Potomac Yard Landbay F, while we contributed cash and adjacent land with over 700,000 square feet of estimated development capacity at Potomac Yard Landbay G.

We will also act as pre-developer, developer, property manager and leasing agent for all future commercial and residential properties on the site.

1 unchanged sentence

We recognized an $ 11.3 million gain on the land contributed to one of the real estate ventures based on the cash received and the remeasurement of our retained interest in the asset, which was included in "Gain on sale of real estate"

in our statements of operations for the three and six months ended June 30, 2021.

in our statements of operations for the nine months ended September 30, 2021.

As part of the transaction, our venture partner elected to accelerate the monetization of a 2013 promote interest in the land contributed by it to the ventures.

During the three months ended June 30, 2021, the total amount of the promote paid was $ 17.5 million, of which $ 4.2 million was paid to certain of our non-employee trustees and certain of our executives.

In May 2021, our unconsolidated real estate venture with Landmark sold Courthouse Metro Land/Courthouse Metro Land – Option ("Courthouse Metro"), two future development assets located in Arlington, Virginia, for $ 3.0 million, and 5615 Fishers Lane, a future development asset located in Rockville, Maryland, for $ 6.5 million.

In connection with the sales, we recognized our proportionate share of the aggregate gain totaling $ 3.1 million, which is included in "Income (loss) from unconsolidated real estate ventures, net"

in our statements of operations for the three and six months ended June 30, 2021.

In May 2021, our unconsolidated real estate venture with CBREI Venture sold Fairway Apartments/Fairway Land ("Fairway"), multifamily and future development assets located in Reston, Virginia, for $ 93.0 million.

In connection with the sale, we recognized our proportionate share of the gain of $ 2.1 million, which is included in "Income (loss) from unconsolidated real estate ventures, net"

in our statements of operations for the three and six months ended June 30, 2021.

Additionally, the venture repaid a related mortgage payable of $ 45.3 million.

During the second quarter of 2021, the total amount of the promote paid was $ 17.5 million, of which $ 4.2 million was paid to certain of our non-employee trustees and certain of our executives.

The following is a summary of disposition activity by our unconsolidated real estate ventures for the nine months ended September 30, 2021:

Proportionate

Date Disposed

(In thousands)

CBREI Venture

Fairway Apartments/Fairway Land ("Fairway") (2)

Courthouse Metro Land/Courthouse Metro Land – Option ("Courthouse Metro")

5615 Fishers Lane

September 17, 2021

500 L'Enfant Plaza (3)

(1) Included in "Income (loss) from unconsolidated real estate ventures, net"

in our statements of operations.

(2) The venture repaid a related mortgage payable of $ 45.3 million.

(3) The venture repaid a related mortgage payable of $ 80.0 million.

We provide leasing, property management and other real estate services to our unconsolidated real estate ventures.

We recognized revenue, including expense reimbursements, of $ 5.9 million and $ 11.8 million for the three and six months ended June 30, 2021, and $ 6.3 million and $ 13.0 million for the three and six months ended June 30, 2020, for such services.

We recognized revenue, including expense reimbursements, of $ 5.9 million and $ 17.8 million for the three and nine months ended September 30, 2021, and $ 6.3 million and $ 19.3 million for the three and nine months ended September 30, 2020, for such services.

A reconsideration event could cause us to consolidate an unconsolidated real estate venture in the future or deconsolidate a consolidated entity.

5 unchanged sentences

Interest Rate (1)

June 30, 2021

September 30, 2021

December 31, 2020

5 unchanged sentences

Mortgages payable, net (4)

(1) Weighted average effective interest rate as of June 30, 2021.

(1) Weighted average effective interest rate as of September 30, 2021.

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

1 unchanged sentence

(4) 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 the financial information for our unconsolidated real estate ventures:

June 30, 2021

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

September 30, 2021

December 31, 2020

7 unchanged sentences

Total liabilities and equity

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

3 unchanged sentences

Net income (loss) (2)

(1) Includes the gain from the sale of Courthouse Metro, 5615 Fishers Lane and Fairway totaling $ 38.1 million during the three and six months ended June 30, 2021.

Includes the loss from the sale of Woodglen of $ 16.4 million during the three and six months ended June 30, 2020.

(1) Excludes information related to the venture that owned The Marriott Wardman Park hotel for the three months ended September 30, 2020 as we suspended equity loss recognition for the venture after June 30, 2020.

On October 1, 2020, we transferred our interest in the related venture to our venture partner.

(2) Includes the gain from the sale 500 L'Enfant Plaza of $ 47.4 million during the three months ended September 30, 2021.

Includes the gain from the sale of Fairway, Courthouse Metro, 5615 Fishers Lane and 500 L'Enfant Plaza totaling $ 85.5 million during the nine months ended September 30, 2021.

Includes the loss from the sale of Woodglen of $ 16.4 million during the nine months ended September 30, 2020.

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 rights.

2 unchanged sentences

Unconsolidated VIEs

As of June 30, 2021 and December 31, 2020, we had interests in entities deemed to be VIEs.

As of September 30, 2021 and December 31, 2020, 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 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 economic performance.

We account for our investment in these entities under the equity method.

As of June 30, 2021 and December 31, 2020, the net carrying amount of our investment in these entities was $ 162.9 million and $ 116.2 million, which are included in "Investments in unconsolidated real estate ventures"

As of September 30, 2021 and December 31, 2020, the net carrying amount of our investment in these entities was $ 165.4 million and $ 116.2 million, which is included in "Investments in unconsolidated real estate ventures"

in our balance sheets.

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Through the structure of the 1900 Crystal Drive transaction we executed in March 2021, we have the ability to facilitate an exchange out of an asset into 1900 Crystal Drive .

We leased the land underlying 1900 Crystal Drive located in National Landing to a lessee, which plans to construct an 808 -unit multifamily asset comprising two towers with ground floor retail.

We leased the land underlying 1900 Crystal Drive located in National

Landing to a lessee, which plans to construct an 808 -unit multifamily asset comprising two towers with ground floor retail.

The ground lessee has engaged us to be the development manager for the construction of 1900 Crystal Drive, and separately, we are the lessee in a master lease of the asset.

1 unchanged sentence

In March 2021, the ground lessee entered into a mortgage loan collateralized by the leasehold interest with a maximum principal balance of $ 227.0 million and an interest rate of LIBOR plus 3.0 % per annum.

As of June 30, 2021, no proceeds had been received from the mortgage loan.

As of September 30, 2021, no proceeds had been received from the mortgage loan.

In connection with the mortgage loan, we have guaranteed the completion of the asset and provided certain carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy).

The ground lessee was obligated to invest $ 17.5 million of equity funding, all of which was funded as of June 30, 2021, and we are obligated to provide the additional project funding through a mezzanine loan to the ground lessee.

The ground lessee was obligated to invest $ 17.5 million of equity funding, all of which has been funded, and we are obligated to provide additional project funding through a mezzanine loan to the ground lessee, of which we have funded $ 11.7 million as of September 30, 2021.

We determined that 1900 Crystal Drive is a VIE and that we are the primary beneficiary of the VIE.

2 unchanged sentences

The ground lease, the mezzanine loan and the master lease described above are eliminated in consolidation.

As of June 30, 2021, the VIE had total assets and liabilities of $ 20.3 million and $ 6.9 million.

The assets can only be used to settle the obligations of the VIE, and the liabilities include third-party liabilities of the VIE for which the creditors or beneficial interest holders do not have recourse against us.

As of September 30, 2021, the VIE had total assets and liabilities of $ 29.7 million and $ 4.5 million.

The assets of the VIE can only be used to settle the obligations of the VIE, and the liabilities include third-party liabilities of the VIE for which the creditors or beneficial interest holders do not have recourse against us.

Other Assets, Net

The following is a summary of other assets, net:

June 30, 2021

September 30, 2021

December 31, 2020

18 unchanged sentences

Interest Rate (1)

June 30, 2021

September 30, 2021

December 31, 2020

5 unchanged sentences

Mortgages payable, net

(1) Weighted average effective interest rate as of June 30, 2021.

(1) Weighted average effective interest rate as of September 30, 2021.

(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, 2021, net deferred financing costs related to an unfunded mortgage loan totaling $ 4.2 million were included in "Other assets, net."

As of June 30, 2021 and December 31, 2020, the net carrying value of real estate collateralizing our mortgages payable totaled $ 1.7 billion and $ 1.8 billion.

(4) As of September 30, 2021, net deferred financing costs related to an unfunded mortgage loan totaling $ 4.0 million were included in "Other assets, net."

As of September 30, 2021 and December 31, 2020, the net carrying value of real estate collateralizing our mortgages payable totaled $ 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 maintenance upon repayment prior to maturity.

4 unchanged sentences

The mortgage loan has a seven-year term and an interest rate of LIBOR plus 1.60 % per annum.

As of June 30, 2021 and December 31, 2020, we had various interest rate swap and cap agreements on certain mortgages payable with an aggregate notional value of $ 1.3 billion.

As of September 30, 2021 and December 31, 2020, we had various interest rate swap and cap agreements on certain mortgages payable with an aggregate notional value of $ 1.3 billion.

See Note 15 for additional information.

Credit Facility

As of June 30, 2021 and December 31, 2020, 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 2023 and a $ 200.0 million unsecured term loan ("Tranche A-2 Term Loan") maturing in July 2024.

As of September 30, 2021 and December 31, 2020, 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 2023 and a $ 200.0 million unsecured term loan ("Tranche A-2 Term Loan") maturing in July 2024.

The following is a summary of amounts outstanding under the credit facility:

Interest Rate (1)

June 30, 2021

September 30, 2021

December 31, 2020

6 unchanged sentences

Unsecured term loans, net

(1) Effective interest rate as of June 30, 2021.

(2) As of June 30, 2021 and December 31, 2020, letters of credit with an aggregate face amount of $ 1.5 million were outstanding under our revolving credit facility.

(3) As of June 30, 2021 and December 31, 2020, net deferred financing costs related to our revolving credit facility totaling $ 5.8 million and $ 6.7 million were included in "Other assets, net."

(1) Effective interest rate as of September 30, 2021.

(2) As of September 30, 2021 and December 31, 2020, letters of credit with an aggregate face amount of $ 1.4 million and $ 1.5 million were outstanding under our revolving credit facility.

(3) As of September 30, 2021 and December 31, 2020, net deferred financing costs related to our revolving credit facility totaling $ 5.4 million and $ 6.7 million were included in "Other assets, net."

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

(5) As of June 30, 2021 and December 31, 2020, the outstanding balance was fixed by interest rate swap agreements.

(5) As of September 30, 2021 and December 31, 2020, the outstanding balance was fixed by interest rate swap agreements.

The interest rate swaps mature concurrently with the respective term loan and provide a weighted average interest rate of 1.39 % for the Tranche A-1 Term Loan and 1.34 % for the Tranche A-2 Term Loan .

1 unchanged sentence

The following is a summary of other liabilities, net:

June 30, 2021

September 30, 2021

December 31, 2020

12 unchanged sentences

Total other liabilities, net

(1) Deferred purchase price associated with the acquisition of the former Americana Hotel site in December 2020.

(1) Deferred purchase price associated with the December 2020 acquisition of the former Americana Hotel site.

Redeemable Noncontrolling Interests

OP Units held by persons other than JBG SMITH are redeemable for cash or, at our election, our common shares, subject to certain limitations.

During the six months ended June 30, 2021 and 2020, unitholders redeemed 648,752 and 942,940 OP Units, which we elected to redeem for an equivalent number of our common shares.

As of June 30, 2021, outstanding OP Units totaled 13.2 million, representing a 9.1 % ownership interest in JBG SMITH LP.

On our balance sheets, our OP Units and certain vested long-term incentive partnership units ("LTIP Units") are presented at the higher of their redemption value or their carrying value, with such adjustments recognized in "Additional paid-in capital."

During the nine months ended September 30, 2021 and 2020, unitholders redeemed 829,107 and 1.1 million OP Units, which we elected to redeem for an equivalent number of our common shares.

As of September 30, 2021, outstanding OP Units totaled 13.1 million, representing a 9.2 % ownership interest in JBG SMITH LP.

On our balance sheets, our OP Units and certain vested long-term incentive partnership units ("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.

In July 2021, unitholders redeemed 99,838 OP Units, which we elected to redeem for an equivalent number of our common shares.

In October 2021, unitholders redeemed 20,953 OP Units, which we elected to redeem for an equivalent number of our common shares.

Consolidated Real Estate Venture

We are a partner in a consolidated real estate venture that owns a multifamily asset located in Washington, D.C.

Pursuant to the terms of the real estate venture agreement, we will fund all capital contributions until our ownership interest reaches a maximum of 97.0 %.

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, 2021, we held a 96.0 % ownership interest in the real estate venture.

As of September 30, 2021, we held a 96.0 % ownership interest in the real estate venture.

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

Three Months Ended June 30,

Three Months Ended September 30,

(In thousands)

Balance as of the beginning of the period

Balance, beginning of period

OP Unit redemptions

LTIP Units issued in lieu of cash bonuses (1)

Net loss attributable to redeemable noncontrolling interests

Other comprehensive income (loss)

Net income (loss) attributable to redeemable noncontrolling interests

Other comprehensive income

Distributions

1 unchanged sentence

Adjustment to redemption value

Balance as of the end of the period

Six Months Ended June 30,

Balance, end of period

Nine Months Ended September 30,

(In thousands)

Balance as of the beginning of the period

Balance, beginning of period

OP Unit redemptions

LTIP Units issued in lieu of cash bonuses (1)

Net income (loss) attributable to redeemable noncontrolling interests

Net loss attributable to redeemable noncontrolling interests

Other comprehensive income (loss)

2 unchanged sentences

Adjustment to redemption value

Balance as of the end of the period

Balance, end of period

(1) See Note 11 for additional information.

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

2 unchanged sentences

LTIP Units and Time-Based LTIP Units

During the six months ended June 30, 2021, certain employees were granted 486,908 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") with a weighted average grant-date fair value of $ 29.21 per unit that vest ratably over four years subject to continued employment.

During the nine months ended September 30, 2021, we granted to certain employees 498,955 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") with a weighted average grant-date fair value of $ 29.21 per unit that

primarily vest ratably over four years subject to continued employment.

Compensation expense for these units is being recognized over a four-year period.

Additionally, in January 2021, we granted 163,065 fully vested LTIP Units, with a grant-date fair value of $ 29.54 per unit, to certain employees who elected to receive all or a portion of their cash bonus, related to 2020 service, as LTIP Units.

Additionally, in January 2021, we granted 163,065 fully vested LTIP Units to certain employees, who elected to receive all or a portion of their cash bonus, related to 2020 service, as LTIP Units.

The LTIP units had a grant-date fair value of $ 29.54 per unit.

Compensation expense totaling $ 4.8 million for these LTIP Units was recognized in 2020.

In April 2021, as part of their annual compensation, we granted a total of 71,792 fully vested LTIP Units to non-employee trustees with an aggregate grant-date fair value of $ 1.9 million.

The LTIP Units may not be sold while such trustee is serving on the Board of Trustees.

The aggregate grant-date fair value of these Time-Based LTIP Units and LTIP Units granted during the six months ended June 30, 2021 was $ 20.9 million.

The LTIP Units were valued based on the closing common share price on the date of grant, less a discount for post-grant restrictions, and the Time-Based LTIP Units were valued using Monte Carlo simulations.

The following is a summary of the significant assumptions used to value the Time-Based LTIP Units:

In April 2021, as part of their annual compensation, we granted to non-employee trustees a total of 71,792 fully vested LTIP Units with an aggregate grant-date fair value of $ 1.9 million.

The LTIP Units may not be sold while a trustee is serving on the Board of Trustees.

In July 2021, we granted to certain employees 608,325 Time-Based LTIP Units with a weighted average grant-date fair value of $ 31.73 per unit that vest 50 % on the fifth anniversary of the grant date and 25 % on each of the sixth and seventh anniversaries of the grant date, subject to continued employment.

Compensation expense for these units is being recognized over a seven-year period.

The aggregate grant-date fair value of the Time-Based LTIP Units and LTIP Units granted during the nine months ended September 30, 2021 was $ 40.6 million.

The Time-Based LTIP Units and LTIP Units were valued based on the closing common share price on the date of grant, less a discount for post-grant restrictions.

The discount was determined using Monte Carlo simulations, and the following is a summary of the significant assumptions used to value these units:

Expected volatility

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Performance-Based LTIP Units

In January 2021, certain employees were granted 627,874 LTIP Units with performance-based vesting requirements ("Performance-Based LTIP Units") with a weighted average grant-date fair value of $ 15.14 per unit.

In January 2021, we granted to certain employees 627,874 LTIP Units with performance-based vesting requirements ("Performance-Based LTIP Units") with a weighted average grant-date fair value of $ 15.14 per unit.

Our Performance-Based LTIP Units have a three-year performance period.

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If, however, the Performance-Based LTIP Units do not achieve a positive absolute total shareholder return ("TSR") at the end of the three-year performance period, but satisfy the relative performance criteria thereof, 50 % of the units that otherwise could have been earned will be forfeited, and the remaining units that are earned will vest if and when we achieve a positive TSR during the succeeding seven years , measured at the end of each quarter.

Compensation expense for these units is generally being recognized over a four-year period.

In January 2021, the three-year performance period ended for the Performance-Based LTIP Units granted on February 2, 2018.

Based on our relative performance and absolute TSR over the three-year performance period, 100 % of the units granted were earned.

The aggregate grant-date fair value of the Performance-Based LTIP Units granted during the six months ended June 30, 2021 was $ 9.5 million, valued using Monte Carlo simulations.

Compensation expense for the Performance-Based

LTIP Units is being recognized over a four-year period.

In July 2021, we granted to certain employees 844,070 Performance-Based LTIP Units with a weighted average grant-date fair value of $ 23.08 per unit that vest 50 % on the fifth anniversary of the grant date and 25 % on each of the sixth and seventh anniversaries of the grant date, subject to continued employment, and earn based on our achievement of four share price targets during the performance period commencing on the first anniversary of the grant date and ending on the sixth anniversary of the grant date.

Compensation expense for these units is being recognized over a seven-year period.

The aggregate grant-date fair value of the Performance-Based LTIP Units granted during the nine months ended September 30, 2021 was $ 29.0 million, valued using Monte Carlo simulations.

The following is a summary of the significant assumptions used to value the Performance-Based LTIP Units:

Expected volatility

31.0 % - 34.0 %

Dividend yield

Risk-free interest rate

0.2 % - 1.0 %

Restricted Share Units ("RSUs")

Beginning in 2021, certain non-executive employees were granted RSUs with time-based vesting requirements ("Time-Based RSUs") and RSUs with performance-based vesting requirements ("Performance-Based RSUs") as part of their annual compensation.

Vesting requirements and compensation expense recognition for the Time-Based RSUs and the Performance-Based RSUs are identical to those of the Time-Based LTIP Units and Performance-Based LTIP Units.

During the six months ended June 30, 2021, we granted 22,194 Time-Based RSUs with a weighted average grant-date fair value of $ 31.52 per unit, and 13,516 Performance-Based RSUs with a weighted average grant-date fair value of $ 15.16 per unit.

The aggregate grant-date fair value of the RSUs granted during the six months ended June 30, 2021 was $ 905,000 .

In January 2021, we granted to certain non-executive employees 22,194 RSUs with time-based vesting requirements ("Time-Based RSUs") with a weighted average grant-date fair value of $ 31.52 per unit and 13,516 RSUs with performance-based vesting requirements ("Performance-Based RSUs") with a weighted average grant-date fair value of $ 15.16 per unit.

Vesting requirements and compensation expense recognition for the Time-Based RSUs and the Performance-Based RSUs are identical to those of the Time-Based LTIP Units and Performance-Based LTIP Units granted in January 2021.

The aggregate grant-date fair value of the RSUs granted during the nine months ended September 30, 2021 was $ 905,000 .

The Time-Based RSUs were valued based on the closing common share price on the date of grant and the Performance-Based RSUs were valued using Monte Carlo simulations with the same significant assumptions used to value the Performance-Based LTIP Units above.

Pursuant to the ESPP, employees purchased 34,320 common shares for $ 880,000 during the six months ended June 30, 2021.

Pursuant to the ESPP, employees purchased 34,320 common shares for $ 880,000 during the nine months ended September 30, 2021.

The following is a summary of the significant assumptions used to value the ESPP common shares using the Black-Scholes model:

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The following is a summary of share-based compensation expense:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

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Total share-based compensation expense

Less amount capitalized

amount capitalized

Share-based compensation expense

(1) Primarily comprising compensation expense for:

(i) certain employees who have elected to receive all or a portion of any cash bonus earned in the form of fully vested LTIP Units, (ii) RSUs and (iii) our ESPP.

(i) fully vested LTIP Units issued to certain employees in lieu of all or a portion of any cash bonus earned, (ii) 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 are subject to post-Combination employment obligations.

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in the accompanying statements of operations .

As of June 30, 2021, we had $ 45.2 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 1.8 years.

In April 2021, our shareholders approved an amendment to the JBG SMITH 2017 Omnibus Share Plan (the "Plan") to increase the common shares reserved under the Plan by 8.0 million.

July 2021 Grants

On July 29, 2021, certain employees were granted 624,116 Time-Based LTIP Units with an estimated grant-date fair value of $ 19.8 million and 865,773 Performance-Based LTIP Units with an estimated grant-date fair value of $ 20.0 million.

The Time-Based LTIP Units and Performance-Based LTIP Units vest 50 % on the fifth anniversary of the grant date and 25 % on each of the six th and seven th anniversaries of the grant date, subject to continued employment.

The Performance-Based LTIP Units earn based on our achievement of four share price targets during the performance period commencing on the first anniversary of the grant date and ending on the six th anniversary of the grant date.

As of September 30, 2021, we had $ 73.7 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 3.5 years.

Transaction and Other Costs

The following is a summary of transaction and other costs:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

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Transaction and other costs

(1) Related to 2000 South Bell Street and 2001 South Bell Street.

(1) Related to a charitable commitment to the Washington Housing Conservancy, a non-profit that acquires and owns affordable workforce housing in the Washington, D.C.

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The following is a summary of interest expense:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

8 unchanged sentences

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

During the six months ended June 30, 2021, we repurchased and retired 619,749 common shares for $ 19.2 million, an average purchase price of $ 30.96 per share.

During the six months ended June 30, 2020, we repurchased and retired 1.4 million common shares for $ 41.2 million, an average purchase price of $ 29.01 per share.

During three and nine months ended September 30, 2021, we repurchased and retired 2.3 million and 2.9 million common shares for $ 68.9 million and $ 88.1 million, an average purchase price of $ 29.73 and $ 29.99 per share.

During the three and nine months ended September 30, 2020, we repurchased and retired 1.4 million and 2.9 million common shares for $ 38.4 million and $ 79.6 million, an average purchase price of $ 26.64 and $ 27.82 per share.

Since we began the share repurchase program, we have repurchased and retired 6.7 million common shares for $ 192.9 million, an average purchase price of $ 28.71 per share.

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The following is a summary of the calculation of basic and diluted earnings (loss) per common share and a reconciliation of the amounts of net income (loss) available to common shareholders used in calculating basic and diluted earnings per common share to net income (loss):

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands, except per share amounts)

7 unchanged sentences

Earnings (loss) per common share - basic and diluted

The effect of the redemption of OP Units and Time-Based LTIP Units that were outstanding as of June 30, 2021 and 2020 is excluded in the computation of diluted earnings 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 per share).

Since OP Units and Time-Based LTIP Units, which are held by noncontrolling interests, are attributed gains at an identical proportion to the common shareholders, the gains attributable and their equivalent weighted average OP Unit and Time-Based LTIP Unit 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 per common share.

Performance-Based LTIP Units, Special Performance-Based LTIP Units, Formation Awards and RSUs, which totaled 3.9 million for the three and six months ended June 30, 2021, and 5.2 million and 5.1 million for the three and six months ended June 30, 2020, were excluded from the calculation of diluted earnings per common share as they were antidilutive, but potentially could be dilutive in the future.

July 2021 Dividends

On July 29, 2021, our Board of Trustees declared a quarterly dividend of $ 0.225 per common share, payable on August 27, 2021 to shareholders of record as of August 13, 2021.

The effect of the redemption of OP Units, LTIP Units and Time-Based LTIP Units that were outstanding as of September 30, 2021 and 2020 is excluded in the computation of diluted earnings 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 per share).

Since OP Units, LTIP Units and Time-Based LTIP Units, which are held by noncontrolling interests, are attributed gains at an identical proportion to the common shareholders, the gains attributable and their equivalent weighted average OP Units, LTIP Units and Time-Based LTIP Unit 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 per common share.

Performance-Based LTIP Units, Special Performance-Based LTIP Units, Formation Awards and RSUs, which totaled 5.2 million and 4.9 million for the three and nine months ended September 30, 2021, and 4.4 million and 4.9 million for the three and nine months ended September 30, 2020, were excluded from the calculation of diluted earnings per common share as they were antidilutive, but potentially could be dilutive in the future.

Dividends Declared in October 2021

On October 27, 2021, our Board of Trustees declared a quarterly dividend of $ 0.225 per common share, payable on November 24, 2021 to shareholders of record as of November 10, 2021.

Fair Value Measurements

2 unchanged sentences

We do not enter into derivative financial instruments for speculative purposes.

As of June 30, 2021 and December 31, 2020, we had various derivative financial instruments consisting of interest rate swap and cap agreements that are measured at fair value on a recurring basis.

The net unrealized loss on our derivative financial instruments designated as cash flow hedges was $ 31.4 million and $ 43.9 million as of June 30, 2021 and December 31, 2020 and was recorded in "Accumulated other comprehensive loss"

As of September 30, 2021 and December 31, 2020, we had various derivative financial instruments consisting of interest rate swap and cap agreements that are measured at fair value on a recurring basis.

The net unrealized loss on our derivative financial instruments designated as cash flow hedges was $ 27.8 million and $ 43.9 million as of September 30, 2021 and December 31, 2020 and was recorded in "Accumulated other comprehensive loss"

in our balance sheets, of which a portion was reclassified to "Redeemable noncontrolling interests."

11 unchanged sentences

(In thousands)

June 30, 2021

September 30, 2021

Derivative financial instruments designated as cash flow hedges:

10 unchanged sentences

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 June 30, 2021 and December 31, 2020, 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.

However, as of September 30, 2021 and December 31, 2020, 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 (loss)"

in our statements of comprehensive loss for the three and six months ended June 30, 2021 and 2020 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.

in our statements of comprehensive income (loss) for the three and nine months ended September 30, 2021 and 2020 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 June 30, 2021 and December 31, 2020, all financial 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, 2021

As of September 30, 2021 and December 31, 2020, all financial assets and liabilities were reflected in our balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following:

September 30, 2021

December 31, 2020

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The following represents the components of revenue from our third-party real estate services business:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

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Third-party real estate services revenue less expenses

(1) Estimated development fee revenue totaling $ 55.1 million as of June 30, 2021 is expected to be recognized over the next six years as unsatisfied performance obligations are completed.

(1) Estimated development fee revenue totaling $ 51.2 million as of September 30, 2021 is expected to be recognized over the next six years 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 $ 22.6 million and $ 25.5 million as of June 30, 2021 and December 31, 2020, which are classified in "Other assets, net"

Management company assets primarily consist of management and leasing contracts with a net book value of $ 21.1 million and $ 25.5 million as of September 30, 2021 and December 31, 2020, which are classified in "Other assets, net"

in our balance sheets.

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The following is the reconciliation of net income (loss) attributable to common shareholders to consolidated NOI:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

14 unchanged sentences

Income (loss) from unconsolidated real estate ventures, net

Interest and other income (loss), net

Interest and other income, net

Gain on sale of real estate

2 unchanged sentences

Items classified in the Other column include future development assets, corporate entities and the elimination of intersegment activity.

Three Months Ended June 30, 2021

Three Months Ended September 30, 2021

(In thousands)

7 unchanged sentences

Consolidated NOI

Three Months Ended June 30, 2020

Three Months Ended September 30, 2020

(In thousands)

7 unchanged sentences

Consolidated NOI

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

(In thousands)

7 unchanged sentences

Consolidated NOI

Six Months Ended June 30, 2020

Nine Months Ended September 30, 2020

(In thousands)

9 unchanged sentences

(In thousands)

June 30, 2021

September 30, 2021

Real estate, at cost

18 unchanged sentences

Construction Commitments

As of June 30, 2021, we had assets under construction that will, based on our current plans and estimates, require an additional $ 330.7 million to complete, which we anticipate will be primarily expended over the next three years .

As of September 30, 2021, we had assets under construction that will, based on our current plans and estimates, require an additional $ 320.3 million to complete, which we anticipate will be primarily expended over the next 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 and sales, issuance and sale of securities, and available cash.

3 unchanged sentences

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 $ 18.2 million as of June 30, 2021 and December 31, 2020 and are included in "Other liabilities, net"

Environmental liabilities totaled $ 18.2 million as of September 30, 2021 and December 31, 2020 and are included in "Other liabilities, net"

in our balance sheets.

As of June 30, 2021, we had committed tenant-related obligations totaling $ 68.9 million ($ 65.0 million related to our consolidated entities and $ 3.9 million related to our unconsolidated real estate ventures at our share).

As of September 30, 2021, we had committed tenant-related obligations totaling $ 76.9 million ($ 73.6 million related to our consolidated entities and $ 3.3 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.

3 unchanged sentences

We customarily have agreements with our outside venture partners whereby the partners agree to reimburse the real estate venture or us for their share of any payments made under certain of these guarantees.

At times, we also have agreements with certain of our 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.

At times, we also have agreements with certain of our 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 June 30, 2021, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures totaling $ 62.7 million.

As of June 30, 2021, we had no principal payment guarantees related to our unconsolidated real estate ventures.

As of September 30, 2021, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures totaling $ 66.1 million.

As of September 30, 2021, we had no 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 lenders, tenants and other third parties for the completion of development projects.

As of June 30, 2021, the aggregate amount of principal payment guarantees was $ 8.3 million for our consolidated entities.

In connection with the Formation Transaction, we 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 be tax-free.

Under the Tax Matters Agreement, we may be required to indemnify Vornado for any taxes and related amounts and costs resulting from a violation by us of the Tax Matters Agreement.

As of September 30, 2021, the aggregate amount of principal payment guarantees was $ 8.3 million for our consolidated entities.

Transactions with Related Parties

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We are the manager for the WHI Impact Pool, which is the social impact debt financing vehicle of the WHI.

As of June 30, 2021, 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, 2021, our remaining commitment was $ 8.3 million.

The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds and the WHI Impact Pool was $ 5.8 million and $ 11.6 million for the three and six months ended June 30, 2021, and $ 4.7 million and $ 12.7 million for the three and six months ended June 30, 2020.

As of June 30, 2021 and December 31, 2020, we had receivables from the JBG Legacy Funds and the WHI Impact Pool totaling $ 2.8 million and $ 7.5 million for such services.

We rented our former corporate offices from an unconsolidated real estate venture and made payments totaling $ 495,000 and $ 766,000 for the three and six months ended June 30, 2021, and $ 2.4 million and $ 3.7 million for the three and six months ended June 30, 2020.

As of September 30, 2021, 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 September 30, 2021, our remaining commitment was $ 8.3 million.

The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds and the WHI Impact Pool was $ 5.6 million and $ 17.2 million for the three and nine months ended September 30, 2021, and $ 4.6 million and $ 17.3 million for the three and nine months ended September 30, 2020.

As of September 30, 2021 and December 31, 2020, we had receivables from the JBG Legacy Funds and the WHI Impact Pool totaling $ 3.5 million and $ 7.5 million for such services.

We rented our former corporate offices from an unconsolidated real estate venture and made payments totaling $ 246,000 and $ 1.0 million for the three and nine months ended September 30, 2021, and $ 403,000 and $ 4.1 million for the three and nine months ended September 30, 2020.

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 $ 4.1 million and $ 8.5 million during the three and six months ended June 30, 2021, and $ 3.3 million and $ 8.6 million for the three and six months ended June 30, 2020, which is included in "Property operating expenses"

We paid BMS $ 4.9 million and $ 13.4 million during the three and nine months ended September 30, 2021, and $ 4.0 million and $ 12.6 million for the three and nine months ended September 30, 2020, which is included in "Property operating expenses"

in our statements of operations.

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-Q

Item 1. Financial Statements