JBG SMITH Properties 10-K

Table of Contents ​ ​ ​ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ​ ​ ​ ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2022 OR ​ ​ ​ ☐ 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 81-4307010 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) ​ ​ ​ ​ ​ ​ ​ 4747 Bethesda Avenue Bethesda MD 20814 Suite 200 ​ ​ (Zip Code) (Address of Principal Executive Offices) ​ ​ ​ ​ 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 Common Shares, par value $0.01 per share ​ JBGS ​ New York Stock Exchange ​ Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 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 ☒ No ☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐ 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 filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ ​ ​ ​ 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. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b- 2 of the Exchange Act) Yes ☐ No ☒ As of February 14, 2023, JBG SMITH Properties had 114,021,711 common shares outstanding. As of June 30, 2022, the aggregate market value of common stock held by non-affiliates of the Registrant was approximately $ 2.7 billion based on the June 30, 2022 closing share price of $ 23.64 per share on the New York Stock Exchange. DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates by reference information from certain portions of the registrant's definitive proxy statement for its 2023 annual meeting of shareholders to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. ​ ​ Table of Contents JBG SMITH PROPERTIES ANNUAL REPORT ON FORM 10-K YEAR ENDED DECEMBER 31, 2022 TABLE OF CONTENTS ​ 9 ​ ​ ​ ​ ​ Page ​ ​ Definitions 3 ​ ​ PART I ​ Item 1. ​ Business 8 Item 1A. ​ Risk Factors 19 Item 1B. ​ Unresolved Staff Comments 35 Item 2. ​ Properties 36 Item 3. ​ Legal Proceedings 40 Item 4. ​ Mine Safety Disclosures 40 ​ ​ PART II ​ Item 5. ​ Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 40 Item 6. ​ [Reserved] 42 Item 7. ​ Management's Discussion and Analysis of Financial Condition and Results of Operations 42 Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk 62 Item 8. ​ Financial Statements and Supplementary Data 64 Item 9. ​ Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 113 Item 9A. ​ Controls and Procedures 113 Item 9B. ​ Other Information 115 Item 9C. ​ Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 136 ​ ​ PART III ​ Item 10. ​ Directors, Executive Officers and Corporate Governance 137 Item 11. ​ Executive Compensation 137 Item 12. ​ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 137 Item 13. ​ Certain Relationships and Related Transactions and Director Independence 137 Item 14. ​ Principal Accounting Fees and Services 137 ​ ​ PART IV ​ Item 15. ​ Exhibits and Financial Statement Schedules 138 Item 16. ​ Form 10-K Summary 146 ​ ​ Signatures 147 ​ ​ ​ ​ 2 Table of Contents DEFINITIONS Defined terms used in this Annual Report on Form 10-K: "2000/2001 South Bell Street" refers to 2000 South Bell Street and 2001 South Bell Street, an under-construction multifamily asset. "ADA" means the Americans with Disabilities Act. "Amazon" refers to Amazon.com, Inc. "Annualized rent" means: (i) for commercial assets, or the retail component of a mixed-use asset, the in-place monthly base rent before free rent, plus tenant reimbursements as of December 31, 2022, multiplied by 12 and (ii) for multifamily assets, or the multifamily component of a mixed-use asset, the in-place monthly base rent before free rent as of December 31, 2022, multiplied by 12. Annualized rent excludes rent from leases that have been signed but have not yet taken occupancy (not yet included in percent occupied metrics). The in-place monthly base rent does not take into consideration temporary rent relief arrangements. "At JBG SMITH Share" and "Our share" refer to our ownership percentage of consolidated and unconsolidated assets in real estate ventures, but exclude our: (i) 10.0% subordinated interest in one commercial building, (ii) 33.5% subordinated interest in four commercial buildings and (iii) 49.0% interest in three commercial buildings, as well as the associated non-recourse mortgage loans, held through unconsolidated real estate ventures; these interests and debt are excluded because 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 we have not guaranteed their obligations or otherwise committed to providing financial support. "BOMA" means Building Owners and Managers Association International. "CBRS" means the Citizens Broadband Radio Service. "Code" refers to the Internal Revenue Code of 1986, as amended. "CODM" means our Chief Operating Decision Maker. "Combination" refers to our acquisition of the management business and certain assets and liabilities of JBG. " COVID-19" refers to the novel coronavirus pandemic. "D&I" means diversity and inclusion. "Development pipeline" refers to assets that have the potential to commence construction subject to receipt of full entitlements, completion of design and market conditions where we (i) own land or control the land through a ground lease or (ii) are under a long-term conditional contract to purchase, or enter into, a leasehold interest with respect to land. "ESG " means environmental, social and governance. 3 Table of Contents "Estimated potential development density" reflects management's estimate of developable gross square feet based on our current business plans with respect to real estate owned or controlled as of December 31, 2022. Our current business plans may contemplate development of less than the maximum potential development density for individual assets. As market conditions change, our business plans, and therefore, the estimated potential development density, could change accordingly. Given timing, zoning requirements and other factors, we make no assurance that estimated potential development density amounts will become actual density to the extent we complete development of assets for which we have made such estimates. "Exchange Act" refers to the Securities Exchange Act of 1934, as amended. "FATCA" means the Foreign Account Tax Compliance Act. "FATCA withholding" refers to a FATCA withholding tax. "FIRPTA" means the Foreign Investment in Real Property Tax Act of 1980, as amended. "Formation Transaction" refers to the Separation and the Combination. "Free rent" means the amount of base rent and tenant reimbursements that are abated according to the applicable lease agreement ( s). "FFO" means funds from operations, a non-GAAP financial measure computed in accordance with the definition established by Nareit in the Nareit FFO White Paper - 2018 Restatement. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations-FFO" for further discussion. " GAAP " means accounting principles generally accepted in the United States. "GSA" means the General Services Administration, the independent U.S. federal government agency that manages real estate procurement for the federal government and federal agencies. "GRESB" refers to the Global ESG Benchmark for Real Estate Assets. "In-service " refers to commercial or multifamily operating assets that are at or above 90% leased or have been operating and collecting rent for more than 12 months as of December 31, 2022. "IRS" means the Internal Revenue Service. "ISO" means the International Organization for Standardization. "JBG" refers to The JBG Companies. "JBG Legacy Funds" refers to the legacy funds formerly organized by The JBG Companies. "JBG SMITH" refers to JBG SMITH Properties together with its consolidated subsidiaries. "JBG SMITH LP" refers to JBG SMITH Properties LP, our operating partnership, together with its consolidated subsidiaries. "JBG Excluded Assets" refers to the assets of the JBG Legacy Funds that were not contributed to JBG SMITH LP in the Combination. "LIBOR" means the London Interbank Offered Rate. 4 Table of Contents "LTIP Units" means long-term incentive partnership units. "Metro" is the public transportation network serving the Washington, D.C. metropolitan area operated by the Washington Metropolitan Area Transit Authority. "Metro-served" are locations, submarkets or assets that are within walking distance of a Metro station, defined as being within 0.5 miles of an existing or planned Metro station . "MGCL" means the Maryland General Corporation Law. "MTA" means the Master Transaction Agreement, dated as of October 31, 2016, by and among Vornado, certain affiliates of Vornado, JBG SMITH and certain affiliates of JBG SMITH, as amended. "Nareit" means the National Association of Real Estate Investment Trusts. "NAV" refers to net asset value. "NOI" means net operating income, a non-GAAP financial measure management uses to assess an asset's performance. The most directly comparable GAAP measure is net income (loss) attributable to 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, net of free rent and payments associated with assumed lease liabilities) less operating expenses and ground rent for operating leases, if applicable. NOI also excludes deferred rent, related party management fees, interest expense, and certain other non-cash adjustments, including the accretion of acquired below-market leases and amortization of acquired above-market leases and below-market ground lease intangibles. Management uses NOI as a supplemental performance measure 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 expense 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 common shareholders as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) attributable to common shareholders as an indication of our performance or to cash flows as a measure of liquidity or our ability to make distributions. "Annualized NOI" means the NOI from the specified quarterly period multiplied by four. "NYSE" means the New York Stock Exchange. "Non-same store" refers to all operating assets excluded from the same store pool. "OP Units" refers to JBG SMITH LP common limited partnership units. "Percent leased" is based on leases signed as of December 31, 2022, and is calculated as total rentable square feet less rentable square feet available for lease divided by total rentable square feet expressed as a percentage. Out-of-service square feet are excluded from this calculation. "Percent occupied" is based on occupied rentable square feet/units as of December 31, 2022, and is calculated as: (i) for office and retail space, total rentable square feet less unoccupied square feet divided by total rentable square feet, and (ii) for multifamily space, total units less unoccupied units divided by total units, expressed as a percentage. Out-of-service square feet and units are excluded from this calculation. 5 Table of Contents "QRS" means qualified real estate investment trust subsidiaries. "RCP" means representative concentration pathway. "REC" means renewable energy credit. "REIT" means a real estate investment trust under Section 856 through 860 of the Code. "REMIC" means a real estate mortgage investment conduit. "Same store" refers to the pool of assets that were in-service for the entirety of both periods being compared, except for assets for which significant redevelopment, renovation, or repositioning occurred during either of the periods being compared. "SEC" means the Securities and Exchange Commission. "Separation" refers to the spin-off transaction on July 17, 2017 through which we received substantially all the assets and liabilities of Vornado's Washington, D.C. segment. "Separation Agreement" refers to the Separation and Distribution Agreement. "Signed but not yet commenced leases" means leases for assets in our portfolio that, as of December 31, 2022, have been executed but for which no rental payments had yet been charged to the tenant. "SOFR" means the Secured Overnight Financing Rate. "Square feet" ( "SF") refers to the area that can be rented to tenants, defined as: (i) for commercial assets, rentable square footage defined in the current lease and for vacant space the rentable square footage defined in the previous lease for that space, (ii) for multifamily assets, management's estimate of approximate rentable square feet, (iii) for under-construction assets, management's estimate of approximate rentable square feet based on current design plans as of December 31, 2022, and (iv) for assets in the development pipeline, management's estimate of developable gross square feet based on current business plans with respect to real estate owned or controlled as of December 31, 2022. "STEM" means science, technology, engineering and mathematics. "Tax Matters Agreement" refers to an agreement with Vornado regarding tax matters. "TCFD" means Task Force on Climate-Related Financial Disclosures. "TIN" means taxpayer identification number. "TMP" means taxable mortgage pool. "Total annualized estimated rent" represents contractual monthly base rent before free rent, plus estimated tenant reimbursements for the month in which the lease is expected to commence, multiplied by 12. "Tranche A-1 Term Loan" refers to the $200.0 million unsecured term loan maturing in January 2025. "Tranche A-2 Term Loan" refers to the $400.0 million unsecured term loan maturing in January 2028, of which $50.0 million remains available to be borrowed until July 2023. "Transaction and other costs" include pursuit costs related to completed, potential and pursued transactions, demolition costs, integration and severance costs, and other expenses. 6 Table of Contents "TRS" refers to taxable REIT subsidiaries. "Under-construction" refers to assets that were under construction during the three months ended December 31, 2022. "USD-LIBOR" refers to LIBOR as calculated for U.S. dollar. "Vornado" means Vornado Realty Trust, a Maryland REIT. "WHI" means the Washington Housing Initiative which includes the WHI Impact Pool, a financing vehicle which we manage on behalf of third-party investors. ​ 7 Table of Contents PART I ITEM 1. BUSINESS The Company JBG SMITH, a Maryland REIT, 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, which is anchored by four key demand drivers: Amazon's new headquarters, which is being developed by us; Virginia Tech's under-construction $1 billion Innovation Campus; the submarket’s proximity to the Pentagon; and our deployment of next-generation public and private 5G digital infrastructure. In addition, our third-party asset management and real estate services business provides fee-based real estate services to the WHI, the JBG Legacy Funds and other third parties. Substantially all our assets are held by, and our operations are conducted through, JBG SMITH LP. As of December 31, 2022, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 88.3% of its OP Units, after giving effect to the conversion of certain vested LTIP Units that are convertible into OP Units. JBG SMITH is referred to herein as "we," "us," "our" or other similar terms. As of December 31, 2022, our Operating Portfolio consisted of 51 operating assets comprising 31 commercial assets totaling 9.7 million square feet (8.4 million square feet at our share), 18 multifamily assets totaling 6,756 units (6,755 units at our share) and two wholly owned land assets for which we are the ground lessor. Additionally, we have two under-construction multifamily assets with 1,583 units (1,583 units at our share) and 20 assets in the development pipeline totaling 12.5 million square feet (9.7 million square feet at our share) of estimated potential development density. We present combined portfolio operating data that aggregates assets we consolidate in our consolidated financial statements and assets in which we own an interest, but do not consolidate in our financial results. For additional information regarding our assets, see Item 2 "Properties." Certain terms used throughout this Annual Report on Form 10-K are defined under "Definitions" starting on page 3. Our Strategy We own and operate urban mixed-use properties concentrated in what we believe are the highest growth, Metro-served submarkets in the Washington, D.C. metropolitan area, including National Landing, that have significant barriers to entry and key urban amenities. We have significant expertise with multifamily, office and retail assets. We believe that we are known for our creative deal-making and capital allocation skills and for our development and value creation expertise. We intend to continue to opportunistically sell or recapitalize assets as well as land sites where a ground lease or joint venture execution may represent the most attractive path to maximizing value. Recycling the proceeds from these sales will not only fund our planned growth through value-added development and acquisitions, but will also further advance the strategic shift in the composition of our portfolio to majority multifamily, with an office portfolio concentrated in National Landing. One of our approaches to value creation uses a series of complementary disciplines through a process we call "Placemaking." Placemaking involves strategically mixing high-quality multifamily and commercial buildings with anchor, specialty and neighborhood retail in a high density, thoughtfully planned and designed public space. Through this process, we create synergies, and thus value, across those varied uses leading to unique, amenity-rich, walkable neighborhoods that are desirable and enhance tenant and investor demand. We believe our Placemaking approach will increase occupancy and rental rates in our portfolio, in particular with respect to our concentrated and extensive land and operating asset holdings in National Landing, the location of Amazon's second headquarters and Virginia Tech's currently under construction $1 billion Innovation Campus. National Landing, situated in Northern Virginia directly across the Potomac River from Washington, D.C., is the interconnected and walkable neighborhood that encompasses Crystal City, the eastern portion of Pentagon City and the northern portion of Potomac Yard. We believe National Landing is one of the region's best-located urban mixed-use communities due to its central and easily accessible location, its adjacency to Reagan National Airport, and its large base of existing offices, apartments and hotels. 8 Table of Contents We are repositioning our holdings in National Landing by executing a broad array of Placemaking strategies, including 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. Utilizing our Placemaking expertise, 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 in National Landing, including the CBRS wireless spectrum we own and agreements with AT&T and Federated Wireless, are advancing our efforts to make National Landing among the first 5G-operable submarkets in the nation, as discussed below. Amazon's new headquarters is located in National Landing. We currently have leases with Amazon totaling 1.0 million square feet across six office buildings in National Landing. We sold Amazon two of our National Landing development sites, Metropolitan Park and Pen Place. We are the developer, property manager and retail leasing agent for Amazon's new headquarters at National Landing. We are currently constructing two new office buildings for Amazon on Metropolitan Park, totaling 2.1 million square feet, inclusive of approximately 50,000 square feet of street-level retail with new shops and restaurants. We expect to deliver Metropolitan Park and Amazon to occupy it this summer. In connection with Amazon's new headquarters in National Landing, the Commonwealth of Virginia agreed to provide tax incentives to Amazon to create a minimum of 25,000 new full-time jobs and potentially 37,850 full-time jobs in National Landing with average annual wage targets for each calendar year, starting with $150,000 in 2019, and escalating 1.5% per year. We, alongside Amazon, Virginia Tech, and federal, state, and local governments plan to invest more than $12.4 billion, including infrastructure investments, that will directly benefit National Landing. The infrastructure investments include: two new Metro entrances (Crystal Drive and Potomac Yard); a pedestrian bridge to Reagan National Airport; a new commuter rail station located between two of our Crystal Drive office assets; lowering of elevated sections of U.S. Route 1 that currently divide parts of National Landing to create better multimodal access and walkability; funding for the innovation campus anchored by Virginia Tech; and Long Bridge, the planned two-track rail connection between Washington, D.C. and National Landing . In the fall of 2020, Virginia Tech virtually launched the inaugural academic year of its $1 billion Innovation Campus in National Landing, which is under construction. This expected powerful demand driver sits adjacent to 2.0 million square feet of development density we own in National Landing and a new, under-construction Potomac Yard Metro station (scheduled to open this summer), all approximately one mile south of Amazon's new headquarters. The campus is part of a 20-acre innovation district, of which the fully entitled first phase encompasses approximately 1.6 million square feet of space, including four office towers and two residential buildings, with ground-level retail. On this campus, Virginia Tech intends to create an innovation ecosystem by co-locating academic and private sector uses to accelerate research and development spending, as well as the commercialization of technology. When the Innovation Campus is fully operational, Virginia Tech plans to annually graduate approximately 750 master students and 150 PhD students in STEM fields. Virginia Tech is expected to occupy 675,000 square feet in the Innovation Campus. The following are key components of our strategy: Capitalize on Significant Demand Catalysts in National Landing. We believe the strong technology sector tailwinds created by Amazon, the Virginia Tech Innovation Campus, the Pentagon and our National Landing digital infrastructure initiative will contribute to substantial growth from our Operating Portfolio and our 6.6 million square foot development pipeline in National Landing. Approximately two-thirds of our portfolio is located in National Landing where Amazon is incentivized to employ a minimum of 25,000 new full-time jobs and potentially 37,850 planned employees, and Virginia Tech's $1 billion Innovation Campus is under construction. Given National Landing’s proximity to the Pentagon, recent historic increases in the U.S. defense budget and robust foreign defense spending, National Landing is positioned to capture growing defense demand, particularly as tech and defense are increasingly intertwined. Evidencing this point, in 2022, Huntington Ingalls Industries, Inc., a large defense contractor responsible for building a majority of the U.S. Navy fleet, leased significant space from us in National Landing. Two other large defense contractors — The Boeing Company and Raytheon Technologies Corporation — have also announced their global headquarter relocations to the National Landing area. 9 Table of Contents We believe our investment in next-generation connectivity infrastructure such as dense, redundant, and secure fiber networks, data center access, and world-class 5G connectivity, will be a key advantage in continuing to attract companies to National Landing. We have secured access to multiple blocks for between 30 and 40 megahertz of licensed CBRS wireless spectrum to support 5G broadband communications for the geographic license areas stretching across National Landing. In addition to other investments that we are making in the submarket, we believe this investment in CBRS spectrum and agreements with AT&T and Federated Wireless will allow us to control the process of attracting and partnering with best-in-class service providers, making National Landing among the first 5G-operable submarkets in the nation. This digital infrastructure will also provide us with valuable tenant inducement tools, such as the ability to offer ubiquitous and redundant fiber connectivity and 5G private cellular networks. These features are increasingly important to technology companies, especially innovators in cybersecurity, internet of things, artificial intelligence and cloud computing. In addition to our Primary Focus on National Landing, Invest in and Operate Mixed-Use Assets in Other High-Growth, Metro-Served Submarkets in the Washington, D.C. Metropolitan Area. We intend to continue our longstanding strategy of owning and operating urban mixed-use properties concentrated in what we believe are the highest growth, Metro-served submarkets in the Washington, D.C. metropolitan area with high barriers to entry and vibrant urban amenities. In addition to National Landing, these submarkets include the Rosslyn-Ballston Corridor in Northern Virginia; the Ballpark, U Street/Shaw, and Union Market, in the District of Columbia; and Bethesda in Maryland. These submarkets generally feature strong economic and demographic attributes, as well as superior transportation infrastructure that caters to the preferences of multifamily, office and retail tenants. We believe these positive attributes will enable our assets located in these high-growth submarkets to outperform the Washington, D.C. metropolitan area as a whole. Drive Incremental Growth Through Lease-up and Stabilization of Our Operating Assets, and Deliver Our Under-Construction Assets. Given our leasing capabilities and tenant demand for high-quality space in our submarkets, we believe that we are well-positioned to achieve significant internal growth from the lease-up of vacant space in our in-service Operating Portfolio. As of December 31, 2022, we had 31 operating commercial assets totaling 9.7 million square feet (8.4 million square feet at our share), which were 88.5% leased at our share, resulting in 939,000 square feet available for lease. As of December 31, 2022, we had 18 multifamily assets totaling 6,756 units (6,755 units at our share), which were 94.5% leased at our share. In addition to portfolio lease-up, we expect increases in NOI from: (i) the commencement of signed but not yet commenced leases ($16.4 million total annualized estimated rent as of December 31, 2022, of which $9.8 million is expected in 2023) and (ii) contractual rent escalators in our non-GSA office and retail leases, which are based on increases in the Consumer Price Index or a fixed percentage. As of December 31, 2022, we had 1,583 multifamily units under construction in National Landing across two projects (4 buildings): 1900 Crystal Drive and 2000/2001 South Bell Street. Based on our current plans and estimates, these assets will require an additional $403.5 million to complete. We have one multifamily asset in its initial lease up, 8001 Woodmont, which was delivered in the second quarter of 2021 and was 81.1% occupied as of December 31, 2022. Monetize Our Significant Development Pipeline. We expect our pipeline of ground-up development opportunities will produce favorable risk-adjusted returns on invested capital. As of December 31, 2022, our development pipeline consists of 20 assets, and we estimate it can support 12.5 million square feet (9.7 million square feet at our share) of estimated potential development density: 83.1% of this potential development density comprises multifamily projects located in the high-growth submarkets of National Landing, the Ballpark, and Union Market/NoMa/H Street; and 100.0% of this potential development density is Metro-served. We expect five of these multifamily projects to deliver 4,105 units within a half mile of Amazon's new headquarters. We intend to invest in multifamily development as market demand evolves, matching delivery dates with Amazon's expected job growth in National Landing, and in new office development subject to preleasing. While we expect these opportunities to be entitled over the next 24 months, construction remains subject to completion of design, market conditions and our rigorous return requirements. The estimated potential development densities and uses reflect our current business plans as of December 31, 2022 and are subject to change based on market conditions. In addition to developing select assets in this pipeline, we expect to unlock value through opportunistic asset sales, ground leases and recapitalizations. 10 Table of Contents Actively Allocate our Capital, Reposition Our Portfolio to Majority Multifamily and Concentrate our Office Portfolio in National Landing. A fundamental component of our strategy to maximize long-term 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 or recapitalize assets 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. 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. We anticipate 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. We expect near-term acquisition activity to be focused on assets in emerging growth neighborhoods, as well as assets adjacent to our existing holdings where the combination of sites can add unique value to any new investment with a focus on multifamily given our long-term objective of growing our portfolio to majority multifamily. Where there are opportunities to trade out of higher risk assets with extensive capital needs or those outside of our geographic footprint, we will consider like-kind exchanges under Section 1031 of the Code. Third-Party Services Business Our third-party asset management and real estate services business provides fee-based real estate services to the WHI, the JBG Legacy Funds and other third parties. The WHI pursues a transformational approach to producing affordable workforce housing and creating sustainable, mixed-income communities in the Washington, D.C. region. Although a significant portion of the assets and interests in assets formerly owned by certain of the JBG Legacy Funds were contributed to us in the Combination, the JBG Legacy Funds retained certain assets that were not consistent with our long-term business strategy. With respect to the remaining investments of the JBG Legacy Funds, we provide asset management, property management, development, construction management, leasing and other services. We expect to continue to earn fees for the management of the JBG Legacy Funds until their investments are liquidated. Certain individual members of our management team own direct equity co-investment and promote interests in the JBG Legacy Funds and certain of the funds' investments that were not contributed to us. These economic interests will be eliminated as the JBG Legacy Funds are wound down over time. Additionally, we often retain management of properties we sell as part of our capital allocation strategy. These assets, while no longer owned by us, continue to generate third-party service fees. We believe that the fees we earn in connection with providing these third-party services enhance our overall returns, provide additional scale and efficiency in our operating, development and acquisition businesses and absorb a portion of the overhead and other administrative costs of our platform. This scale provides competitive advantages, including market knowledge, buying power and operating efficiencies across all product types. We also believe that our existing relationships arising out of our third-party asset management and real estate services business will continue to provide potential access to capital and new investment opportunities. Competition The commercial real estate markets in which we operate are highly competitive. We compete with numerous acquirers, developers, owners and operators of commercial real estate including other REITs, private equity investors, domestic and foreign financial institutions, life insurance companies, pension trusts, partnerships and individual investors, many of which own or may seek to acquire or develop assets similar to ours in the same markets in which our assets are located. These competitors may have greater financial resources or access to capital than we do or be willing to acquire assets in transactions which are more highly leveraged or are less attractive from a financial viewpoint than we are willing to pursue, which may reduce the number of suitable investment opportunities available to us or increase pricing. Leasing is a major component of our business and is highly competitive. The principal means of competition in leasing are lease terms (including rent charged and tenant improvement allowances), location, services provided and the nature and condition of 11 Table of Contents the asset to be leased. If our competitors offer space at rental rates below current market rates, below the rental rates we currently charge our tenants, in better locations within our markets, in higher quality assets or offer better services, we may lose existing and potential tenants, and we may be pressured to reduce our rental rates below those we currently charge to retain tenants when our tenants' leases expire. Segment Data We operate in the following business segments: commercial, multifamily and third-party asset management and real estate services. Financial information related to these business segments for each of the three years in the period ended December 31, 2022 is set forth in Note 19 to the consolidated financial statements. Tax Status We have elected to be taxed as a REIT under Sections 856-860 of the Code. 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. We currently adhere and intend to continue to adhere to these requirements and to maintain our REIT status in future periods. 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 and such other factors as our Board of Trustees deems relevant. We also participate in the activities conducted by our subsidiary entities that have elected to be treated as TRSs under the Code. As such, we are subject to federal, state, and local taxes on the income from these activities. For additional information regarding our REIT status, see Item 9B "Other Information." Significant Tenants Only the U.S. federal government accounted for 10% or more of our rental revenue, which consists of property rental and other property revenue, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 2021 2020 ​ ​ ​ (Dollars in thousands) Rental revenue from the U.S. federal government ​ $ 75,516 ​ $ 83,256 ​ $ 84,086 ​ Percentage of commercial segment rental revenue ​ 23.7 % 22.8 % 24.3 % Percentage of rental revenue ​ 14.8 % 16.2 % 17.8 % ​ ESG Our business values integrate environmental sustainability, social responsibility, D&I, and strong governance practices throughout our organization. We believe that by understanding the social and environmental impacts of our business, we are better able to protect asset value, reduce risk, and advance initiatives that result in positive social and environmental outcomes creating shared value. Our business model prioritizes maximizing long-term NAV per share. By investing in urban infill and transit-oriented development and strategically mixing high-quality multifamily and commercial buildings with public areas, retail spaces, and walkable streets, we are working to define neighborhoods that deliver benefits to the environment and our community, as well as long-term value to our shareholders. We remain committed to transparent reporting of ESG financial and non-financial indicators. We intend to continue publishing an annual ESG report with key performance indicators that are aligned with the Global Reporting Initiative reporting framework, United Nations Sustainable Development Goals, Sustainability Accounting Standards Board Standards, and recommendations set forth by the Task Force on Climate-Related Financial Disclosures. We achieved carbon neutrality across our Operating Portfolio for energy associated with the operations of our buildings in 2021. In 2022, we expanded our ESG reporting commitment to include full coverage of Scope 1. Carbon neutrality was 12 Table of Contents accomplished first through energy and water efficiency, then the purchase of verified carbon offsets for Scope 1 emissions produced by onsite natural gas consumption and fugitive refrigerant emissions, and the purchase of Green-e RECs for Scope 2 emissions produced by consuming onsite electricity procured by us. (We own three company vehicles with emissions that are less than 0.01% of our carbon footprint and, therefore, are not included in our calculations of carbon neutrality.) Our planned next step toward long-term sustainability includes the development and execution of an offsite renewable energy strategy, which is expected to replace a significant portion of our annual REC purchases, which add renewable energy capacity to the national electrical grid. Our detailed sustainability information, including our strategy, key performance targets and indicators, annual absolute comparisons, achievements and historical ESG reports are available on our website at https://www.JBGSMITH.com/About/Sustainability. All energy, water, waste and greenhouse gas emissions data in our ESG report is third-party, limited assurance verified following ISO 14064-3. Our website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K. We focus on operating efficiency, responding to evolving environmental and social trends, and delivering on the needs of our tenants and communities. We have demonstrated the results of this focus by: ● Achieving a 5-star designation in the GRESB Global ESG Benchmark for Real Assets for both diversified operating assets and future development, and being recognized as a 2021 Global Sector Leader - Diversified - Office/Residential Sector. ● Being named 2021 Nareit Diversified Leader in the Light award winner for sustained ESG excellence. ● Establishing an ESG Committee and maintaining oversight of environmental and social matters by the Board of Trustees' Corporate Governance & Nominating Committee. ● Being named to Bloomberg's Gender Equality Index. ● Improving the diversity of our Board of Trustees, which currently comprises 36% women. Reflecting the strength and diversity of our national labor force, our Board of Trustees has made a long-term commitment to evolve its composition to have equal balance between men and women and to reflect the ethnic diversity of our country. ● Surpassing $114 million in investor commitments to the JBG SMITH-managed WHI Impact Pool, which raises funds from third parties and, through 2022, closed $64.7 million in financing related to the purchase of residential communities that contain 2,565 units. We launched the WHI in 2018 in partnership with the Federal City Council to preserve or build between 2,000 and 3,000 units of affordable workforce housing in the Washington, D.C. region. In 2022, WHI was named ESG Investing Awards' 2022 Best ESG Investment Fund: Real Estate. Our sustainability team works directly with our business units to integrate our ESG principles throughout our operations and investment processes. Our sustainability team is responsible for leading annual ESG reporting efforts, maintaining building certifications, energy, water and waste benchmarking, sustainability strategy development and implementation and coordination with industry and community partners. To ensure that our ESG principles are fully integrated into our business practices, our sustainability, human resources, legal, accounting, D&I and WHI teams, as well as members of our management team, provide top-down support for the implementation of ESG initiatives. Our ESG Committee is responsible for ESG improvement programs and provides our Board of Trustees' Corporate Governance & Nominating Committee with periodic updates on ESG strategy. Energy and Water Efficiency and Management We believe that the efficient use of natural resources will result in sustainable long-term value and mitigate climate-related risks. By 2030, we have committed to reduce: energy consumption 25%, predicted energy consumption 25%, water consumption 20%, predicted water consumption 20%, embodied carbon 20%, and greenhouse gas emissions (Scope 1 and 2) 25%. Further, by 2030, we have committed to increase waste diversion to 60% and verify all assets using green building and health and well-being certifications across our Operating Portfolio and development pipeline. In addition to our 2030 targets, we have a legacy commitment to improve the energy efficiency of our commercial Operating Portfolio by at least 20% over the 10-year period ending in 2024 through the Department of Energy Better Buildings Challenge. We achieve 13 Table of Contents this improvement through real time energy use monitoring. We plan to report progress on these commitments annually in our ESG report. Our long-term strategy to reduce energy and water consumption includes operational and capital improvements that align with our business plan and contribute to attaining our performance targets. Asset teams review historical performance, conduct energy audits and regularly assess opportunities to achieve efficiency targets. Capital investment planning considers the useful life of equipment, energy and water efficiency, occupant health impacts and maintenance requirements. Asset-level business plans that include energy and water efficiency capital investments are underway. Our development strategy focuses on reducing predicted energy and water consumption and embodied carbon, contributing to attaining our performance targets. Development teams use energy, water, and embodied carbon modeling to inform design decisions that best fit each individual building program, adapt to identified climate change conditions for our region, and promote healthy buildings. We use green building and health and well-being certifications as a verification tool across our portfolio. These certifications demonstrate our commitment to green, smart, and healthy buildings and verify predicted operational performance. We seek to benchmark 100% of our assets to help inform capital improvement projects. As of December 31, 2022: ● 91% of all operating assets, based on square footage, have earned at least one green building or health and well-being certification: o 4.7 million square feet of LEED Certified Commercial Space (57%) o 3.2 million square feet of LEED Certified Multifamily Space (57%) o 3.9 million square feet of ENERGY STAR Certified Commercial Space (46%) o 2.5 million square feet of ENERGY STAR Certified Multifamily Space (45%) o 6.5 million square feet of BOMA 360 Certified Commercial Space (77%) o 7.7 million square feet of Fitwel Viral Response Module Certified Commercial Space (92%) o 2.1 million square feet of Fitwel Full Building Certified Commercial and Multifamily Space (15%) ● 99.4% of our operating assets' energy and water use are benchmarked Tenant Sustainability Impacts Customer service is an integral component of real estate management. Our mission includes creating a unique experience at all our properties where our tenants' needs are our highest priority. We believe in sustainability as a service — by integrating efficiency and conservation into standard operating practices, we engage on topics that are most impactful to our tenants and residents. We are committed to providing a healthy living and working environment for building occupants. We accomplish this goal through monitoring and improving indoor air quality, eliminating toxic chemicals, providing access to nature and daylight, fresh foods, fitness, composting and waste reduction programs. We are a Green Lease Leader established by the Institute for Market Transformation and the U.S. Department of Energy's Better Buildings Alliance. Green Lease Leaders recognizes companies who use the leasing process to achieve better collaboration between landlords and tenants with the goal of reducing building energy consumption and operating costs. Our standard lease contains a cost recovery clause for resource efficiency-related capital improvements and requires tenants to provide data for measuring, managing, and reporting sustainability performance. This language is included in 100% of our new office and retail leases and renewals. Nearly all our commercial tenants are metered at the whole building level for their grid electricity and water usage. Many of our retail tenants in multifamily buildings are billed directly for electricity and water. As such, the percentage of our directly sub-metered tenants is very low. In most cases, we receive a bill at the whole building level for grid electricity and water usage, and bill tenants based on the percentage of the building's square footage that they occupy. These tenants are not considered to be separately metered or sub-metered. 14 Table of Contents Climate Change Resilience We take climate change and the associated risks seriously, and we are committed to managing and avoiding the impacts of climate change using science to inform action. We stand with our communities, tenants and shareholders in supporting meaningful solutions that address this global challenge. To develop a more informed view of future climate conditions and further our understanding of the direct physical risks to our properties, we have conducted a physical climate-related risk assessment (both acute and chronic risks), which includes our operating assets and land holdings in our development pipeline. We intend to conduct periodic physical climate-related risk assessments. We continue to proactively assess the potential risks that may impact our portfolio and endeavor to conduct more robust analyses surrounding transitional and financial risks. Climate Change Risk Management Strategy ​ We have aligned our climate-related disclosures with the recommendations of the TCFD. As defined by the TCFD framework, physical risks associated with climate change include acute risks (extreme weather-related events) and chronic risks (such as extreme heat and sea-level rise), and transition risks associated with climate change include policy and legal risks, market and reputation-related risks and decarbonization technology risks. ​ We continue to assess the potential risks that may impact our portfolio and endeavor to expand our assessments further into additional transitional and financial risk dimensions. Our preliminary physical climate-related assessment on our portfolio was conducted by a third party. The assessment and physical risk scoring was based on an RCP 8.5 emissions scenario, which is a worst-case, high emissions scenario, under a time horizon up to 2040. The assessment included all in-service assets, and our development pipeline and landholdings, and included climate events such as hurricane, wildfire, heat, water stress, flooding and sea-level rise. The assessment of our portfolio identified flooding and heat stress as top hazards. We currently have no properties in a Federal Emergency Management Agency hazard designated area. We work with our insurance team to benchmark resilience features and adaptations for short-term horizons. ​ Asset-Level Risk Management We are managing transition risks by benchmarking energy, carbon, water and waste performance at the asset level and review this information with asset management and operations teams quarterly. As a leader in green building, we will continue to make capital investments that enhance building performance and tenant comfort, energy and water efficiency, on-site renewable energy and other decarbonization strategies. ​ Carbon-Neutral Operations Strategy ​ Our strategy to maintain carbon-neutral operations includes the following steps: ● First and foremost, plan for and deploy energy and water efficiency at all assets. ● Plan for and deploy energy, water, and embodied carbon reductions in the design of our buildings. ● Deploy on-site renewable energy where most impactful. ● Develop and deploy off-site renewable procurement strategies. ● To the extent necessary, offset any remaining emissions by purchasing verified renewable energy credits and carbon offsets. Social Responsibility We believe the economic strength of our region is central to sustaining the long-term value of our portfolio. We are committed to the economic development of the Washington D.C. metropolitan area through continued investment in our projects and local communities. We recognize, however, that new development can foster challenging growth dynamics, with matters of social equity at the forefront. We strive to work alongside community members, leaders, and local and 15 Table of Contents federal governments to appropriately respond to these challenges. One of our efforts is the WHI, which we launched in 2018 in partnership with the Federal City Council. The WHI is a transformational market-driven approach to producing affordable workforce housing and creating sustainable, mixed-income communities. The WHI is a scalable, market-driven model funded by a unique relationship between philanthropy and private investment. As of December 31, 2022, we have committed to invest $11.2 million in the WHI, and our Executive Vice President of Social Impact Investing manages this effort. As of December 31, 2022, our remaining commitment was $4.8 million. The WHI Impact Pool has completed closings of capital commitments totaling $114.4 million, and closed $64.7 million in financing related to the purchase of residential communities that contain 2,565 units. The initiatives' goals include: ● Preserving or building between 2,000 and 3,000 units of affordable workforce housing in the Washington, D.C. region; and ● Delivering triple bottom line results consisting of environmental and social objectives in addition to financial returns. To learn more about our ESG initiatives and performance, please visit https://www.JBGSMITH.com/About/Sustainability and download our ESG Report. The expected publication date of our 2023 ESG report is April 30, 2023. Our website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K. D&I We have a comprehensive, multi-year D&I strategy. See "Human Capital" below for further discussion. Governance We are engaged in addressing ESG matters, including climate-related matters, at all levels of our organization. Management’s role in overseeing, assessing, and managing climate-related risks, opportunities and initiatives is integrated throughout our business units. We have a dedicated team of sustainability professionals focused on ESG matters that coordinates and collaborates across business units and with our Board of Trustees and management, and which advises on environmental sustainability matters and develops and implements related initiatives. In 2022, management established a new ESG Committee to help inform ESG strategy and more robustly advise the Board of Trustees on climate-related risks and opportunities. The ESG Committee is responsible for ensuring compliance with guidelines from the SEC and other regulatory bodies, and assists in establishing our general strategy as it relates to ESG matters that may affect our business, operation, performance or reputation. The ESG Committee reports to the Chief Legal Officer, with oversight provided by the Corporate Governance and Nominating Committee. Co-chairs include our Deputy General Counsel and Senior Vice President of Sustainability, with representation by business leaders from various groups across the organization. Regulatory Matters 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 that real estate. These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous or toxic substances. The costs of remediation or removal of these substances may be substantial, and the presence of these substances, or the failure to promptly remediate these substances, may adversely affect the owner's ability to sell the real estate or to borrow using the real estate as collateral. In connection with the ownership and operation of our assets, we may be potentially liable for these 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. The release of these hazardous materials and wastes could result in us incurring liabilities to remediate any resulting contamination. The presence of contamination or the failure to remediate contamination at our properties may (i) expose us to third-party liability (e.g., for cleanup costs, natural resource damages, 16 Table of Contents bodily injury or property damage), (ii) subject our properties to 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 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 may not be responsible for remediating contamination that has migrated onsite from an identifiable and viable offsite source, the 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 the 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, visual or historical evidence of 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 as a result of redevelopment. The tests 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 appropriate actions. 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, 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. Affordable Housing and Tenant Protection Regulations Certain states and municipalities have adopted laws and regulations imposing restrictions on the timing or amount of rent increases and other tenant protections. As of December 31, 2022, approximately 7% of the multifamily units in our Operating Portfolio were designated as affordable housing. In addition, Washington, D.C. and Montgomery County, Maryland have laws that require, in certain circumstances, an owner of a multifamily rental property to allow tenant organizations the option to purchase the building at a market price if the owner attempts to sell the property. We expect to continue operating and acquiring assets in areas that either are subject to these types of laws or regulations or where such laws or regulations may be enacted in the future. Such laws and regulations limit our ability to charge market rents, increase rents, evict tenants or recover increases in our operating expenses and could make it more difficult for us to dispose of assets in certain circumstances. The Americans with Disabilities Act and other Federal, State and Local Regulations The ADA generally requires that public buildings, including our assets, meet certain federal requirements related to access and use by disabled persons. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants and/or legal fees to their counsel. If, under the ADA, we are required to make substantial alterations and capital expenditures in one or more of our assets, including the removal of access barriers, it could have a material adverse effect on us. Additionally, our assets are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements. If we fail to comply with these requirements, we could incur fines or private damage awards. We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures that will affect our cash flow and results of operations. Regulation Related to Government Tenants As discussed above, the U.S. federal government is a significant tenant. Lease agreements with federal government agencies contain provisions required by federal law, which require, among other things, that the lessor of the property agree to comply with certain rules and regulations, including rules and regulations related to anti-kickback procedures, 17 Table of Contents examination of records, audits and records, equal opportunity provisions, prohibition against segregated facilities, certain executive orders, subcontractor cost or pricing data, and certain provisions intending to assist small businesses. We directly manage assets with federal government agency tenants, which subjects us to additional risks associated with compliance with applicable federal rules and regulations. In addition, there are additional requirements relating to the potential application of equal opportunity provisions and related requirements to prepare written affirmative action plans applicable to government contractors and subcontractors. Some of the factors used to determine whether these requirements apply to a company that is affiliated with the actual government contractor (the legal entity that is the lessor under a lease with a federal government agency) include whether that company and the government contractor are under common ownership, have common management, and are under common control. We own the entity that is the government contractor and the property manager, increasing the risk that requirements of the Employment Standards Administration's Office of Federal Contract Compliance Programs and requirements to prepare affirmative action plans pursuant to the applicable executive order may be determined to be applicable to us. Compliance with these regulations is costly and any increase in regulation could increase our costs, which could have a material adverse effect on us. Human Capital Our headquarters is located at 4747 Bethesda Avenue, Suite 200, Bethesda, MD 20814. As of December 31, 2022, we had 912 employees. We believe that our talent is our competitive advantage. To that end, we focus on talent development and succession planning, pay-for-performance, and D&I. We utilize talent management practices in the broadest sense to create a holistic, engaging work experience for our employees. The upshot of these practices has resulted (based on employee surveys) in us continuing to be an employer of choice, with an extremely engaged workforce (92% favorable) that has also shown a strong positive attitude around the work we have done in D&I (91% favorable). Our ability to cultivate an inclusive environment that values diversity and fosters a sense of belonging and connection, has resulted in D&I becoming a key driver of overall engagement. In addition to our inclusive culture, our pay equity study results show no systemic disparity in compensation related to race or gender, affirming our strong belief in treating people equitably. With our hybrid corporate office schedule, flexibility, and keen focus on health and welfare, we offer our employees an environment that enables them to be confident in their in-office experience and demonstrate the energy and excitement that comes from being together and collaborating with coworkers to achieve desirable outcomes. Key to our high levels of engagement is ensuring we are putting our employees' needs first and creating an inclusive workplace experience where employees thrive. We are proud to have been recognized by the Washington Post as a "Top Workplace" several times in past years, and are focused on providing a positive employee experience to ensure that we remain an employer of choice. We continually invest in our employee population, ensuring our employee experience more broadly continues to help us attract and retain the best talent in the industry. The list below is a more comprehensive list of offerings that help create a compelling employee experience: ● Talent reviews and 360 surveys for senior leaders ● Streamlined annual performance reviews ● Executive coaching available ● Employee share purchase plan ● Hybrid / flexible work schedules ● Flexible paid time off ● Regular town halls where senior management updates the entire team on recent progress and other important matters ● Employee surveys 18 Table of Contents ● Mentorship program to develop and retain talent ● Monthly D&I communications ● Employee roundtable discussions on pertinent current events, workplace issues and teambuilding ● Utilization of JBGS Inclusion Community and Women's Initiative to guide programming ● Partnerships with schools and organizations to facilitate recruitment of diverse talent ● Workforce development partnerships focused on diverse pipeline development ● Employee referral program ● Generous company subsidy on health-related benefits ● Lunches with Leaders ● Volunteer opportunities In addition to the above, we have a strong pay-for-performance culture where compensation is tied to both company and individual performance, ensuring that employees focus on both broader business focused goals, as well as their individual goals. To that end, we also have a strong track record of promoting from within. Consequently, the opportunities for growth and development also help to keep our population engaged and motivated. 2022 continued the evolution of our comprehensive, multi-year D&I strategy. With an ongoing focus on our five strategic pillars – (i) workforce and talent, (ii) workplace culture, (iii) business integration, (iv) industry and branding and (v) metrics and accountability – we have made additional progress and have continued to drive cultural and behavioral change. We recognize that diversity in our workforce brings valuable perspectives, views and ideas to our organization. We pride ourselves on our strong, collaborative culture, and we strive to create an inclusive and healthy work environment for our employees, which helps us continue to attract innovators to our organization. Our workforce comprises 36% women and 56% minorities, and our senior leadership has 41% women representation. Implementing more inclusive, equitable systems and practices had a significant impact on our ability to identify diverse talent, particularly related to our entry-level recruitment efforts. Our 2022 intern hires were 67% diverse (i.e. women and/or people of color). In addition, we have continued to expand our strategic partnerships with diverse educational, professional and community organizations. Available Information Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports are available free of charge through our website ( https://www.JBGSMITH.com ) as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Also available on our website are copies of our Audit Committee Charter, Compensation Committee Charter, Corporate Governance and Nominating Committee Charter, Code of Business Conduct and Ethics and Corporate Governance Guidelines. In the event of any changes to these charters or the code or guidelines, changed copies will also be made available on our website. Copies of these documents are also available directly from us free of charge. Our website also includes other financial information, including certain financial measures not in compliance with GAAP, none of which is a part of this Annual Report on Form 10-K. Copies of our filings under the Exchange Act are also available free of charge from us, upon request. ​ ITEM 1A. RISK FACTORS You should carefully consider the following risks in evaluating our company and our common shares. If any of the following risks were to occur, our business, prospects, financial condition, results of operations, cash flow and the ability to make distributions to our shareholders could be materially and adversely affected, which we refer to herein collectively as a "material adverse effect on us," the per share trading price of our common shares could decline significantly, and you could lose all or part of your investment. Some statements in this Form 10-K, including statements in the following risk factors, constitute forward-looking statements. Refer to the section entitled "Cautionary Statement Concerning Forward-Looking Statements" for additional information regarding these forward-looking statements. 19 Table of Contents Risks Related to Our Business and Operations A material portion of our portfolio comprises office assets, which have generally experienced a decrease in demand and may experience a further decrease in demand that could have a material adverse effect on us. Furthermore, the decline in the attractiveness of office assets, particularly combined with a lack of transactional activity and the current challenging capital markets could delay our capital recycling plans and our planned transition to majority multifamily. A material portion of our portfolio comprises office assets, which, due to the increase in work from home policies and practices, have generally experienced a decrease in demand and may experience a further decrease in demand as some tenants do not renew leases as they expire or renew space with a smaller footprint, which could have a material adverse effect on us. Demand for office space in the Washington, D.C. metropolitan area and nationwide, including in our portfolio, has declined and may continue to decline due to increased usage of teleworking arrangements and more flexible work from anywhere policies leading to reconsiderations regarding amount of square footage needed (e.g. certain tenants have reduced their leased square footage or advised us of their intention to do so), and cost cutting resulting from the pandemic, which could lead to continued lower office occupancy (as of December 31, 2022, 12.0% of our commercial and retail leases at our share, based on square footage, were scheduled to expire in 2023 or had month-to-month terms, and 19.4% were scheduled to expire in 2024), and new leasing has been slow to recover and will likely continue to lag due to delayed return-to-the office plans and decision making related to future office utilization. Furthermore, the decline in the attractiveness of office assets, particularly combined with a lack of transactional activity and the current challenging capital markets could delay our capital recycling plans and our planned transition to have our portfolio comprised of majority multifamily assets. Finally, a key demand driver in National Landing is the presence of Amazon’s headquarters, Phase I of which is expected to be completed in 2023. Phase II, which comprises approximately 50% of Amazon’s new headquarters in National Landing has not yet commenced construction; if Amazon determines to delay construction, reduce the size of Phase II or otherwise shrink its footprint in National Landing, that could have a material adverse impact on our plans for National Landing. Our portfolio of assets is geographically concentrated in Washington, D.C. metropolitan area submarkets, and particularly concentrated in National Landing, which makes us susceptible to adverse economic and other conditions such that an economic downturn affecting this area could have a material adverse effect on us. We are particularly susceptible to adverse economic or other conditions in the Washington D.C. metropolitan market (such as periods of economic slowdown or recession, business layoffs or downsizing, industry slowdowns, actual or anticipated federal government shutdowns, uncertainties related to federal elections, relocations of businesses, increases in real estate and other taxes, and the cost of complying with governmental regulations or increased regulation), as well as to natural disasters (including earthquakes, floods, storms and hurricanes), utility outages (including electricity and drinking water), potentially adverse effects of climate change and other disruptions that occur in this market (such as terrorist activity or threats of terrorist activity and other events), any of which may have a greater impact on the value of our assets or on our operating results than if we owned a more geographically diverse portfolio. Additionally, acts of violence, including terrorist attacks in the Washington, D.C. metropolitan area could directly or indirectly damage our assets, both physically and financially, or cause losses that materially exceed our insurance coverage. Properties that are occupied by federal government tenants may be more likely to be the target of a future attack. Moreover, the same risks that apply to the Washington, D.C. metropolitan area as a whole also apply to the individual submarkets where our assets are located. National Landing makes up more than half of our portfolio based on square footage at our share. Portions of our markets, including National Landing, have underperformed other markets in the region with respect to rent growth and occupancy. Any adverse economic or other conditions in the Washington, D.C. metropolitan area and our submarkets, especially National Landing, or any decrease in demand for office, multifamily or retail assets could have a material adverse effect on us. Our assets and the property development market in the Washington, D.C. metropolitan area are dependent on an economy that is heavily reliant on federal government spending and use of office assets, and any actual or anticipated curtailment of such spending could have a material adverse effect on us. Any curtailment of federal government spending, whether due to a change of presidential administration or control of Congress, federal government sequestrations, furloughs or shutdowns, a slowdown of the U.S. and/or global economy, any change in federal government agencies work-from-home policies or uses of office space or other factors, could have 20 Table of Contents an adverse impact on real estate values and property development in the Washington, D.C. metropolitan area, on demand and willingness to enter into long-term contracts for office space by the federal government and companies dependent upon the federal government, as well as on occupancy rates and annualized rents of multifamily and retail assets by occupants or patrons whose employment is by or related to the federal government. For instance, certain of our GSA tenants reduced their leased square footage. Any such curtailments in federal spending or changes in federal leasing policy could occur in the future, which could have a material adverse effect on us. We have significant exposure to Amazon and the National Landing submarket. The benefits of Amazon's new headquarters locating in National Landing that might accrue to us may differ from what we, financial or industry analysts or investors anticipate and have anticipated since Amazon’s November 2018 announcement that it had selected sites in National Landing as the location of its new headquarters. We have significant exposure to Amazon, both as a result of their status as a tenant and as a result of fees we have received and expect to continue to receive from them as developer, property manager, and retail leasing agent for the company’s new headquarters at National Landing. We currently have leases with Amazon across six office buildings in National Landing for 1.0 million square feet with annualized rent totaling $44.9 million, of which 387,000 square feet expires in 2023. We anticipate that Amazon will vacate approximately 300,000 square feet following completion and delivery of Metropolitan Park in National Landing in the summer of 2023, for which we are the developer. Amazon may decide not to renew all or a substantial portion of the remaining leases. If Amazon invests less than the announced amounts in National Landing or makes such investment over a longer period than anticipated, if its business prospects decline, if it reduces the size of its workforce in National Landing below initially anticipated levels or further delays hiring or if it leases, releases or develops less square footage than anticipated, our ability to achieve the benefits associated with Amazon's headquarters location in National Landing could be adversely affected. If we, Virginia Tech, Amazon, federal, state and local governments do not make the anticipated investments, including infrastructure investments, that would directly benefit National Landing, we could be adversely affected. Furthermore, Amazon's headquarters may not have the anticipated collateral financial effect on the National Landing submarket. If we do not achieve the perceived benefits of such location as rapidly or to the extent anticipated by us, financial or industry analysts or investors, we and potentially the market price of our common shares could be adversely affected. If we are unable to re-lease that space at attractive rents, it could have a material adverse effect on us and the market price of our common shares. Additionally, if the Virginia Tech Innovation Campus reduces its contemplated size or does not have the anticipated collateral financial effect, or if any of our other key demand drivers in National Landing fail to materialize, it could have a material adverse effect on us. We derive a significant portion of our revenue from U.S. federal government tenants, and we may face additional risks and costs associated with directly managing assets occupied by government tenants. For the year ended December 31, 2022, 23.7% of the rental revenue from our commercial segment was generated by rentals to federal government tenants, and federal government tenants historically have been a significant source of new leasing for us. For the year ended December 31, 2022, GSA was our largest single tenant, with 40 leases comprising 23.2% of total annualized rent at our share. The occurrence of events that have a negative impact on the demand for federal government office space, such as a decrease in federal government payrolls or a change in policy that prevents governmental tenants from renting our office space, would have a much larger adverse effect on our revenue than a corresponding occurrence affecting other categories of tenants. If demand for federal government office space were to decline, it would be more difficult for us to lease our buildings and could reduce overall market demand and corresponding rental rates, all of which could have a material adverse effect on us. For example, we have been notified by two civilian GSA tenants that they are vacating their space, approximately 112,000 square feet, due to consolidation of space into another location in 2023. Lease agreements with these federal government agencies contain provisions required by federal law, which require, among other things, that the lessor of the property agree to comply with certain rules and regulations, including rules and regulations related to anti-kickback procedures, examination of records, audits and records, equal opportunity provisions, prohibition against segregated facilities, certain executive orders, subcontractor cost or pricing data, and certain provisions intending to assist small businesses. We directly manage assets with federal government agency tenants, which subjects us to additional risks associated with compliance with applicable federal rules and regulations. In addition, there are additional requirements relating to the potential application of equal opportunity provisions and related requirements to prepare written affirmative action plans applicable to government contractors and subcontractors. Some of the factors used to determine whether these requirements apply to a company that is affiliated with the actual government contractor (the legal entity that is the lessor under a lease with a federal government agency) 21 Table of Contents include whether such company and the government contractor are under common ownership, have common management, and are under common control. We own the entity that is the government contractor and the property manager, increasing the risk that requirements of the Employment Standards Administration's Office of Federal Contract Compliance Programs and requirements to prepare affirmative action plans pursuant to the applicable executive order may be determined to be applicable to us. Compliance with these regulations is costly and any increase in regulation could increase our costs, which could have a material adverse effect on us. We are exposed to risks associated with real estate development and redevelopment, such as unanticipated expenses, delays and other contingencies, any of which could have a material adverse effect on us. Real estate development and redevelopment activities are a critical element of our business strategy, and we expect to engage in such activities with respect to several of our properties and with properties that we may acquire in the future. To the extent that we do so, we will be subject to risks, including, without limitation: ● construction or redevelopment costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated, or unprofitable; ● inflation could increase the costs of construction and development projects, which could decrease the yield on such projects, delaying their commencement or resulting in fewer such pursuits; for example, in 2022, we delayed the start of some construction projects due to higher than underwritten costs; ● time required to complete the construction or redevelopment of a project or to lease-up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity; ● contractor, subcontractor and supplier disputes, strikes, labor disputes or shortages, weather conditions or supply disruptions (including those related to the supply chain); ● failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all; ● delays with respect to obtaining, or the inability to obtain, necessary zoning, occupancy, land use and other governmental permits, and changes in zoning and land use laws; ● occupancy rates and rents of a completed project may not be sufficient to make the project profitable; ● incurrence of design, permitting and other development costs for opportunities that we ultimately abandon; ● the ability of prospective real estate venture partners or buyers of our properties to obtain financing; and ● the availability and pricing of financing to fund our development activities on favorable terms or at all. These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent the initiation or the completion of development or redevelopment activities, any of which could have a material adverse effect on us. Partnership or real estate venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on partners' or co-venturers' financial condition and disputes between us and our partners or co-venturers, which could have a material adverse effect on us. As of December 31, 2022, 8.8% of our assets measured by total square feet at our share was held through real estate ventures, and we expect to co-invest in the future with other third parties through partnerships, real estate ventures or other entities, acquiring noncontrolling interests in or sharing responsibility for managing the affairs of a property, partnership, real estate venture or other entity. In particular, we may use real estate ventures as a significant source of equity capital to fund our development strategy. Consequently, with respect to any such third-party arrangement, we would not be in a position to exercise sole decision-making authority regarding the property, partnership, real estate venture or other entity, or structure of ownership and may, under certain circumstances, be exposed to risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions, and we may be forced to make contributions to maintain the value of the property. Partners or co-venturers may have economic or other business interests or goals that are inconsistent with our business interests or goals and may be in a position to take action or withhold consent contrary to our policies or objectives. In some instances, partners or co-venturers may have competing interests in our markets that could create conflict of interest issues. These investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or real estate venture. We and our respective partners or co- 22 Table of Contents venturers may each have the right to trigger a buy-sell right or forced sale arrangement, which could cause us to sell our interest, or acquire our partners' or co-venturers' interest, or to sell the underlying asset, either on unfavorable terms or at a time when we otherwise would not have initiated such a transaction. In addition, a sale or transfer by us to a third party of our interests in the partnership or real estate venture may be subject to consent rights or rights of first refusal in favor of our partners or co-venturers, which would in each case restrict our ability to dispose of our interest in the partnership or real estate venture. Where we are a limited partner or non-managing member in any partnership or limited liability company, if the entity takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in that entity, including by contributing our interest to a subsidiary of ours that is subject to corporate level income tax. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or trustees from focusing their time and effort on our business. Consequently, actions by or disputes with partners or co-venturers might result in subjecting assets owned by the partnership or real estate venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers. Our real estate ventures may be subject to debt, and the refinancing of such debt may require equity capital calls. Furthermore, any cash distributions from real estate ventures will be subject to the operating agreements of the real estate ventures, which may limit distributions, the timing of distributions or specify certain preferential distributions among the respective parties. The occurrence of any of the risks described above could have a material adverse effect on us. We depend on major tenants in our commercial portfolio, and the bankruptcy, insolvency or inability to pay rent of any of these tenants could have a material adverse effect on us. As of December 31, 2022, the 20 largest office and retail tenants in our Operating Portfolio represented 62.1% of our share of total annualized office and retail estimated rent. In many cases, through tenant improvement allowances and other concessions, we have made substantial upfront investments in leases with our major tenants that we may not recover if they fail to pay rent through the end of the lease term. The inability or failure of a major tenant to pay rent, or the bankruptcy or insolvency of a major tenant, may adversely affect the income produced by our Operating Portfolio. Additionally, we may experience delays in enforcing our rights as landlord due to federal, state and local laws and regulations and may incur substantial costs in protecting our investment. Any such event could have a material adverse effect on us. We derive a significant portion of our revenue from five of our assets. As of December 31, 2022, five of our assets in the aggregate generated 24.3% of our share of annualized rent. The occurrence of events that have a negative impact on one or more of these assets, such as a natural disaster that damages one or more of these assets, would have a much larger adverse effect on our revenue than a corresponding occurrence affecting a less significant property. A substantial decline in the revenue generated by one or more of these assets could have a material adverse effect on us. Our Placemaking depends in significant part on a retail component, which frequently involves retail assets embedded in or adjacent to our multifamily assets and/or commercial assets, making us subject to risks that affect the retail environment generally, such as competition from discount and online retailers, weakness in the economy, fluctuations in foot traffic, pandemics, a decline in consumer spending and the financial condition of major retail tenants, any of which could adversely affect market rents for retail space and the willingness or ability of retailers to lease space in our retail assets. If our retail assets lose tenants, whether to the proliferation of online businesses and discount retailers, a decline in general economic conditions and consumer spending or otherwise, it could have a material adverse effect on us. If we fail to reinvest in and redevelop our assets to maintain their attractiveness to retailers and shoppers, then retailers or shoppers may perceive that shopping at other venues or online is more convenient, cost-effective or otherwise more attractive, which could negatively affect our ability to rent retail space at our assets. In addition, some of our assets depend on anchor or major retail tenants and/or occupancy in surrounding offices to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants or changes to in-office policies of surrounding businesses. Any of the foregoing factors could adversely affect the financial condition of our retail tenants, the willingness of retailers to lease space from us, and the success of our Placemaking, which could have a material adverse effect on us. The loss of one or more members of our senior management team could adversely affect our ability to manage our business and to implement our growth strategies or could create a negative perception in the capital markets. 23 Table of Contents Our success and our ability to implement and manage anticipated future growth depend, in large part, upon the efforts of our senior management team. Members of our senior management team have national or regional industry reputations that attract business and investment opportunities and assist us in negotiations with lenders, existing and potential tenants and other industry participants. The loss of services of one or more members of our senior management team, or our inability to attract and retain similarly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and industry participants, which could have a material adverse effect on us. The actual density of our development pipeline and/or any development parcel may not be consistent with our estimated potential development density. As of December 31, 2022, we estimate that our 20 assets in the development pipeline will total 12.5 million square feet (9.7 million square feet at our share) of estimated potential development density. The potential development density estimates for our development pipeline and/or any particular development parcel are based solely on our estimates, using data available to us, and our business plans as of December 31, 2022. The actual density of our development pipeline and/or any development parcel may differ substantially from our estimates based on numerous factors, including our inability to obtain necessary zoning, land use and other required entitlements, legal challenges to our plans by activists and others, as well as building, occupancy and other required governmental permits and authorizations, and changes in the entitlement, permitting and authorization processes that restrict or delay our ability to develop, redevelop or use our development pipeline at anticipated density levels. We can provide no assurance that the actual density of our development pipeline and/or any development parcel will be consistent with our estimated potential development density. The occurrence of cyber incidents, or a deficiency in our cybersecurity, or the cybersecurity of our service providers, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, regulatory enforcement and other legal proceedings and/or damage to our business relationships, all of which could negatively impact our financial results. A cyber incident is any intentional or unintentional adverse event that threatens the confidentiality, integrity, or availability of our information resources and can include unauthorized persons gaining access to systems to disrupt operations, corrupting data or stealing confidential information. The risk of a cyber incident or disruption, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks have increased globally. As our reliance on technology increases, so do the risks posed to our systems – both internal and external. Our primary risks that could directly result from the occurrence of a cyber incident are theft of assets; operational interruption; regulatory enforcement, lawsuits and other legal proceedings; damage to our relationships with our tenants; and private data exposure. A significant and extended disruption could damage our business or reputation, cause a loss of revenue, have an adverse effect on tenant relations, cause an unintended or unauthorized public disclosure, or lead to the misappropriation of proprietary, personally identifying, and confidential information, any of which could result in us incurring significant expenses to resolve these kinds of issues. Although we have implemented processes, procedures and controls to help mitigate the risks associated with a cyber incident, there can be no assurance that these measures will be sufficient for all possible situations. Even security measures that are appropriate, reasonable and/or in accordance with applicable legal requirements may not be sufficient to protect the information we maintain. Unauthorized parties, whether within or outside our company, may disrupt or gain access to our systems, or those of third parties with whom we do business, through human error, misfeasance, fraud, trickery, or other forms of deceit, including break-ins, use of stolen credentials, social engineering, phishing, computer viruses or other malicious codes, and similar means of unauthorized and destructive tampering. A successful attack on one of our service providers could result in a compromise of our own network, theft of our data, legal obligations or liabilities, deployment of ransomware or a disruption in our supply chain or of services upon which we rely. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted cyber incidents evolve and generally are not recognized until launched against a target. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, making it impossible for us to entirely mitigate this risk. If any of the foregoing risks materialize, it could have a material adverse effect on us. Pandemics and other health concerns, including COVID-19, could have a negative effect on our business, results of operations, cash flows and financial condition. 24 Table of Contents Pandemics, including COVID-19, as well as both future widespread and localized outbreaks of infectious diseases and other health concerns, and the measures taken to prevent the spread or lessen the impact, could cause a material disruption to office and multifamily industry or the economy as a whole. The impacts of such events could be severe and far-reaching, and may impact our operations in several ways. Additionally, pandemic outbreaks could lead governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to mitigate its spread, including restrictions on freedom of movement and business operations such as issuing guidelines, travel bans, border closings, business closures, quarantine orders, and orders not allowing the collection of rents, rent increases, or eviction of non-paying tenants. In the event of a decline in business activity and demand for real estate transactions, our ability or desire to grow or diversify our portfolio could be affected. Additionally, local and national authorities could continue to expand and extend certain measures imposing restrictions on our ability to enforce contractual rental obligations upon our residents and tenants. Unanticipated costs and operating expenses coupled with decreased anticipated and actual revenue as a result of compliance with regulations, could negatively impact our business, results of operations, cash flow, and overall financial condition and/or our ability to satisfy certain REIT-related requirements. The full extent of the impact of a pandemic on our business is largely uncertain and dependent on a number of factors beyond our control, and we are not able to estimate with any degree of certainty the effect a pandemic or measures intended to curb its spread could have on our business, results of operations, financial condition and cash flows. Moreover, many of the other risk factors described herein could be more likely to impact us as a result of a pandemic or measures intended to curb its spread. Increased focus on our ESG business values may constrain our business operations, impose additional costs and expose us to new risks that could have a material adverse effect on us. Our business values integrate environmental sustainability, social responsibility, D&I and strong governance practices throughout our organization—these types of ESG matters have become increasingly important to investors and other stakeholders. Some investors may use these factors to determine their investment strategies, while current and potential employees and business partners may consider these factors when considering relationships with us. Certain organizations that provide corporate risk and corporate governance advisory services to investors have developed scores and ratings to evaluate companies based upon ESG metrics, and investors consider a company's score as a factor in making an investment decision. The focus and activism related to ESG matters may constrain our business operations or increase expenses. Additionally, we may face reputational damage if our corporate responsibility initiatives do not meet the standards set by various constituencies, including those of third-party providers of corporate responsibility ratings and reports. There can be no assurance that our focus on our ESG business values will be well-regarded by investors, particularly since the criteria by which companies are rated for their ESG efforts may change. A low ESG score could result in a negative perception of us, exclusion of our securities from consideration by certain investors and/or cause investors to reallocate their capital away from us, each of which could have an adverse impact on the price of our securities. We face risks related to the real estate industry. As a REIT we are subject to significant risks related to the real estate industry, any of which could have a material adverse effect on us. These include, among other things: ● The value of real estate fluctuates depending on conditions in the general economy and the real estate business. Additionally, adverse changes in these conditions may result in a decline in rental revenue, sales proceeds and occupancy levels at our assets and adversely impact our revenue and cash flows. If rental revenue, sales proceeds and/or occupancy levels decline, we generally would expect to have less cash available to pay indebtedness and for distribution to shareholders. In addition, some of our major expenses, including mortgage loan payments, real estate taxes and maintenance costs generally do not decline when the related rents decline. ● The cost and availability of credit may be adversely affected by illiquid credit markets and wider credit spreads, and our inability or the inability of our tenants to timely refinance maturing liabilities to meet liquidity needs may materially affect our financial condition and results of operations. Additionally, mortgage loan obligations expose us to risk of foreclosure and the loss of properties subject to such obligations. ● It may be difficult to buy and sell real estate quickly, or we or potential buyers of our assets may experience difficulty in obtaining financing, which may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions. Additionally, we may be unable to identify, negotiate, finance or consummate 25 Table of Contents acquisitions of properties, or acquire properties on favorable terms, or at all. ● The composition of our portfolio by asset type is likely to change over time, which could expose us to different asset class risks than if our portfolio composition remained static, and we may be adversely affected by trends in the asset classes we currently own. ● We may not be able to control the operating expenses associated with our properties, which include real estate taxes, insurance, loan payments, maintenance, and costs of compliance with governmental regulation, or our operating expenses may remain constant or increase, even if our revenue does not increase, which could have a material adverse effect on us. ● Macroeconomic trends, including increases in inflation and interest rates, could have a material adverse effect on us, as well as our tenants, which may adversely impact our business, financial condition and results of operations. ● We may be unable to renew leases, lease vacant space or re-let space as leases expire, or do so on favorable terms, which could have a material adverse effect on us. As of December 31, 2022, leases representing 12.0% of our share of the office and retail square footage in our Operating Portfolio were scheduled to expire in 2023 or have month-to-month terms, 19.4% were scheduled to expire in 2024, and 14.3% of our share of the square footage of the assets in our commercial portfolio was unoccupied and not generating rent. We may find it necessary to make rent or other concessions and/or significant capital expenditures to improve our assets to retain and attract tenants. ● We may be unable to maintain or increase our occupancy and revenue at certain commercial, multifamily and other assets due to an increase in supply, more favorable terms offered by competitors, and/or deterioration in our markets. ● Increased affordability of residential homes and other competition for tenants of our multifamily properties could affect our ability to retain current residents of our multifamily properties, attract new ones or increase or maintain rents, which could adversely affect our results of operations and our financial condition. ● We may from time to time be subject to litigation, which may significantly divert the attention of our officers and/or trustees and result in defense costs, settlements, fines or judgments against us, some of which are not, or cannot be, covered by insurance, any of which could have a material adverse effect on us. ● We own leasehold interests in certain land on which some of our assets are located. If we default under the terms of any of these ground leases, we may be liable for damages and could lose our leasehold interest in the property or our option to purchase the underlying fee interest in such asset. In addition, unless we purchase the underlying fee interests in the land on which a particular property is located, we will lose our right to operate the property or we will continue to operate it at much lower profitability, which would significantly adversely affect our results of operations. In addition, if we are perceived to have breached the terms of a ground lease, the fee owner may initiate proceedings to terminate the lease. ● Our assets may be subject to impairment losses, which could have a material adverse effect on our results of operations. ● Climate change, including rising sea levels, flooding, extreme weather, and changes in precipitation and temperature, may result in physical damage to, or a total loss of, our assets located in areas affected by these conditions, including those in low-lying areas close to sea level, such as National Landing, and/or decreases in demand, rent from, or the value of those assets. In addition, we may incur material costs to protect these assets, including increases in our insurance premiums as a result of the threat of climate change, or the effects of climate change may not be covered by our insurance policies. Furthermore, changes in federal and state legislation and regulations on climate change could result in increased utility expenses and/or increased capital expenditures to improve the energy efficiency and reduce carbon emissions of our properties in order to comply with such regulations or result in fines for non-compliance. Any of the foregoing could have a material and adverse effect on us. We may incur significant costs to comply with environmental laws, and environmental contamination may impair our ability to lease and/or sell real estate. Our operations and assets are subject to various federal, state and local laws and regulations concerning the protection of the environment including air and water quality, hazardous or toxic substances and health and safety. Under some 26 Table of Contents environmental laws, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property. The owner or operator may also be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by those parties because of the contamination. These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused such release. The presence of contamination or the failure to remediate contamination may (i) expose us to third-party liability (e.g., for cleanup costs, natural resource damages, bodily injury or property damage), (ii) subject our properties to liens in favor of the government for damages and costs the government incurs in connection with the contamination, (iii) result in restrictions on the manner in which a property may be used or businesses may be operated, or (iv) impair our ability to sell or lease real estate or to borrow using the real estate as collateral. 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. Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of asbestos-containing materials in the event of damage, demolition, renovation or remodeling, and also govern emissions of and exposure to asbestos fibers in the air. The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) are also regulated by federal and state laws. We are also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. Our predecessor companies may be subject to similar liabilities for activities of those companies in the past. We could incur fines for environmental noncompliance and be held liable for the costs of remedial action with respect to the foregoing regulated substances or related claims arising out of environmental contamination or human exposure at or from our assets. Most of our assets have been subjected to varying degrees of environmental assessment at various times. To date, these environmental assessments have not revealed any environmental condition material to our business. However, identification of new compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, human exposure to contamination or changes in cleanup or compliance requirements could result in significant costs to us. In addition, we may become subject to costs or taxes, or increases therein, associated with natural resource or energy usage (such as a "carbon tax"). These costs or taxes could increase our operating costs and decrease the cash available to pay our obligations or distribute to equity holders. Increasingly competitive labor markets and our need to provide additional incentives to remain competitive in our hiring and retention efforts may hurt our ability to effectively operate our business and have a negative effect on our business, results of operations, cash flows, and financial condition. Our success depends on our ability to continue to attract, retain and motivate qualified personnel, but we may not be able to do so on acceptable terms or at all. Recently, the U.S. job market has experienced labor shortages and employee resignations at record levels, resulting in intense competition for retaining and hiring skilled employees. Additionally, the competitive labor conditions have significantly increased compensation expectations for our existing and prospective personnel. If we are unable to hire and retain qualified personnel as required for our operations, our business, results of operations, cash flows and financial condition could be adversely affected. Risks Related to the Capital Markets and Related Activities We face risks related to our common shares. These risks include, among other things, the risk that an economic downturn or a deterioration in the capital markets may materially affect the value of our equity securities; the absence of any guarantee or certainty regarding the timing, amount, or payment of future dividends on our common shares; the risk of dilution of ownership in our company due to certain actions taken by us; the risk that future offerings of debt or preferred equity securities, which would be senior to our common shares upon liquidation, and in the case of preferred equity securities may be senior to our common shares for purposes of dividend distributions or upon liquidation, may adversely affect the per share trading price of our common shares; and the risk that the announcement of a material acquisition may result in a rapid and significant decline in the price of our common shares. If any of the foregoing risks materialize, it could have a material adverse effect on us. We have a substantial amount of indebtedness, and our debt agreements include restrictive covenants and other requirements, which may limit our financial and operating activities, our future acquisition and development activities, or otherwise affect our financial condition. 27 Table of Contents As of December 31, 2022, we had $2.5 billion aggregate principal amount of consolidated debt outstanding, and our unconsolidated real estate ventures had $244.1 million aggregate principal amount of debt outstanding ($55.1 million at our share), resulting in a total of $2.5 billion aggregate principal amount of debt outstanding at our share. A portion of our outstanding debt is guaranteed by our operating partnership. Our cash flow from operations may be insufficient to meet our required debt service and payments of principal and interest on borrowings may leave us with insufficient cash resources to operate our assets or to pay the dividends currently contemplated. Additionally, our debt agreements include customary restrictive covenants, that, among other things, restrict our ability to incur additional indebtedness, to engage in material asset sales, mergers, consolidations and acquisitions, and to make capital expenditures, and some of our debt agreements also include requirements to maintain financial ratios. Our ability to borrow is subject to compliance with these and other covenants, and failure to comply with our covenants could cause a default under the applicable debt instrument, and we may then be required to repay such debt with capital from other sources or give possession of a property to the lender. Any of the foregoing could affect our ability to obtain additional funds as needed, or on favorable terms, which could, among other things, adversely affect our ability to meet operational needs or to finance our future acquisition and development activities. We may not be able to obtain capital to make investments. We are primarily dependent on external capital to fund the expected growth of our business. Our access to debt or equity capital depends on the willingness of third parties to lend or make equity investments and on conditions in the capital markets generally. There can be no assurance that new capital will be available or available on acceptable terms. Our future development plans are capital intensive. To complete these plans, we anticipate funding construction and development through asset sales, real estate ventures with third parties, recapitalizations of assets, and public or private securities offerings, or a combination thereof. Similarly, these plans require a significant amount of debt financing which subjects us to additional risks, such as rising interest rates. For information about our available sources of funds, see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources" and the notes to the consolidated financial statements included herein. We are subject to interest rate risk, which could increase our interest expense, increase the cost to refinance and increase the cost of issuing new debt. As of December 31, 2022, $892.3 million of our outstanding consolidated debt was subject to instruments that bear interest at variable rates. While some of this debt is protected against interest rate increases above specified rates via interest rate cap agreements, the remainder does not benefit from such arrangements. Further, we may borrow money at variable interest rates in the future without the benefit of associated hedges and caps. With respect to these unhedged amounts, increases in interest rates would increase our interest expense under these instruments, increase the cost of refinancing these instruments or issuing new debt, and adversely affect our cash flow and our ability to service our indebtedness and make distributions to our shareholders, which could, in turn, adversely affect the market price of our common shares. Based on our aggregate variable rate debt outstanding as of December 31, 2022, an increase of 100 basis points in interest rates would result in a hypothetical increase of approximately $2.5 million in interest expense on an annual basis, when taking into effect existing interest rate caps. The amount of this change includes the benefit of interest rate swaps and caps we currently have in place. Subject to these restrictions, we may enter into hedging transactions to protect ourselves from the effects of interest rate fluctuations on floating rate debt. As of December 31, 2022, our hedging transactions included interest rate cap agreements, which covered $642.9 million of our outstanding consolidated debt, a significant portion of which is with one counterparty, which also exposes us to counterparty risk. Interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates, which could reduce the overall returns on our investments. Moreover, there can be no assurance that our hedging arrangements will qualify as highly effective hedges under applicable accounting standards. Furthermore, should we desire to terminate a hedging agreement, there could be significant costs and cash requirements. Additionally, we are required to maintain interest rate cap agreements under certain of our variable rate debt agreements. Renewing, extending or entering into new interest rate cap agreements in a rising and volatile interest rate environment may cause us to incur significant upfront costs. Finally, the REIT provisions of the Code impose certain restrictions on our ability to use hedges, swaps and other types of derivatives to hedge our liabilities. Any of the foregoing could have a material adverse effect on us. 28 Table of Contents The replacement of LIBOR with SOFR, may adversely affect interest expense related to outstanding debt. Furthermore, the future of the reference rate used in our existing floating rate debt instruments and hedging arrangements is uncertain, which could have an uncertain economic effect on these instruments, which could have a material adverse effect on us. Our credit facilities and certain mortgage loans require the applicable interest rate or payment amount by reference to SOFR. The use of SOFR based rates may result in interest rates and/or payments that are higher or lower than the rates and payments that we previously experienced when referenced to LIBOR. SOFR is a relatively new reference rate, has a very limited history and is based on short-term repurchase agreements, backed by Treasury securities. Changes in SOFR could be volatile and difficult to predict, and there can be no assurance that SOFR will perform similarly to the way LIBOR would have performed at any time. As a result, the amount of interest we may pay on our credit facilities is difficult to predict. As of December 31, 2022, we had debt with a principal balance totaling $692.7 million and hedging arrangements with a notional value totaling $1.0 billion that use LIBOR as a reference rate. On November 30, 2020, the United Kingdom regulator announced its intentions to cease the publication of 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, 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. Risks and Conflicts of Interest Related to Our Organization and Structure Tax consequences to holders of OP Units upon a sale of certain of our assets may cause the interests of our senior management to differ from your own. Some holders of OP Units, including some members of our senior management, may suffer different and more adverse tax consequences than holders of our common shares upon the sale of certain of the assets owned by our operating partnership, and therefore these holders may have different objectives regarding the material terms of any sale or refinancing of certain assets, or whether to sell such assets at all. Certain of our trustees and executive officers may have actual or potential conflicts of interest because of their previous or continuing equity interest in, or positions at JBG, including trustees and members of our senior management, who have an ownership interest in the JBG Legacy Funds and own carried interests in certain JBG Legacy Funds and in certain of our real estate ventures that entitle them to receive additional compensation if certain funds or real estate ventures achieve certain return thresholds. Some of our trustees and executive officers are persons who were employees of JBG, and they own equity interests in certain JBG Legacy Funds and related entities. Ownership of interests in the JBG Legacy Funds and current or past service as a managing member, at JBG, could create, or appear to create, potential conflicts of interest. Certain of the JBG Legacy Funds own the JBG Excluded Assets, which JBG Legacy Funds are owned in part by members of our senior management and certain trustees. In addition, although the asset management and property management fees associated with the JBG Excluded Assets were assigned to us upon completion of the Formation Transaction, the general partner and managing member interests in the JBG Legacy Funds held by former JBG executives (who became members of our management team) and certain trustees were not transferred to us and remain under the control of these individuals. Our management's time and efforts may be diverted from the management of our assets to management of the JBG Legacy Funds, which could adversely affect the execution of our business plan and our results of operations and cash flow. In addition, members of our senior management and certain trustees have an ownership interest in the JBG Legacy Funds and own carried interests in each fund and in certain of our real estate ventures that entitle them to receive additional compensation if the fund or real estate venture achieves certain return thresholds. As a result, members of our senior management could be incentivized to spend time and effort maximizing the cash flow from the assets being retained by the JBG Legacy Funds and certain real estate ventures, particularly through sales of assets, which may accelerate payments of the carried interest but would reduce the asset management and other fees that would otherwise be payable to us with respect to the JBG 29 Table of Contents Excluded Assets. These actions could adversely impact our results of operations and cash flow. Other potential conflicts of interest with the JBG Legacy Funds include transactions with these funds and competition for tenants. We have, and in the future we may, enter into transactions with the JBG Legacy Funds, such as purchasing assets from them. Any such transaction would create a conflict of interest as a result of our management team's interests on both sides of the transaction, because we manage the JBG Legacy Funds and because members of our management and board of trustees own interests in the general partner or other managing entities of the funds. We may compete for tenants with the JBG Legacy Funds and because we typically manage the assets of the JBG Legacy Funds, we may have a conflict of interest when competing for a tenant if the tenant is interested in assets owned by us and the JBG Legacy Funds. Any of the above-described conflicts of interest could have a material adverse effect on us. We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in shareholder dilution and limit our ability to sell or refinance such assets. In the future, we may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership interests in our operating partnership, which may result in shareholder dilution through the issuance of OP Units that may be exchanged for common shares. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct (as compared to a transaction where we do not inherit the contributor's tax basis but acquire tax basis equal to the value of the consideration exchanged for the property) until the OP Units issued in such transactions are redeemed for cash or converted into common shares. While no such protection arrangements existed as of December 31, 2022, in the future we may agree to protect the contributors' ability to defer recognition of taxable gain through restrictions on our ability to dispose of, or refinance the debt on, the acquired properties for specified periods of time. Similarly, we may be required to incur or maintain debt we would otherwise not incur or maintain so that we can allocate the debt to the contributors to maintain their tax bases. These restrictions could limit our ability to sell an asset at a time, or on terms, that would be favorable absent such restrictions. Our declaration of trust and bylaws, the partnership agreement of our operating partnership and Maryland law, and the Code contain provisions that may delay, defer or prevent a change of control transaction that might involve a premium price for our common shares or that our shareholders otherwise believe to be in their best interest. Our declaration of trust contains ownership limits with respect to our shares. Generally, to maintain our qualification as a REIT under the Code, not more than 50% in value of our outstanding shares of beneficial interest may be owned, directly or indirectly, by five or fewer "individuals" (including some types of entities) at any time during the last half of our taxable year. To address this requirement and other tax considerations, our declaration of trust prohibits, among other things, the actual, beneficial or constructive ownership by any person of more than 7.5% in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series, including our common shares. For these purposes, our declaration of trust includes a "group" as that term is used for purposes of Section 13(d)(3) of the Exchange Act in the definition of "person." Our Board of Trustees may exempt a person, prospectively or retroactively, from these ownership limits if certain conditions are satisfied, but is not required to grant any exemption. Our Board of Trustees may determine not to grant an exemption even if no adverse tax or REIT qualification consequences would be caused by ownership in excess of the 7.5% ownership limit. This ownership limit and the other restrictions on ownership and transfer of our shares contained in our declaration of trust may: (i) discourage a tender offer or other transactions or a change in management or of control that might involve a premium price for our common shares or that our shareholders might otherwise believe to be in their best interest; or (ii) result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of the benefits of owning the additional shares. Additionally, our declaration of trust authorizes the Board of Trustees, without shareholder approval, to establish a class or series of common or preferred shares whose terms could delay, deter or prevent a change in control or other transaction that might involve a premium price or otherwise be in the best interest of our shareholders. Our declaration of trust and bylaws contain other provisions that may delay, deter or prevent a change of control or other transaction that might involve a premium price or otherwise be in the best interest of our shareholders. Provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that might involve a premium price for our common shares or that our shareholders might otherwise believe to be in their best interest. Provisions of the MGCL, may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that 30 Table of Contents otherwise could provide the holders of common shares with the opportunity to realize a premium over the then-prevailing market price of such shares, including: ● provisions that prohibit business combinations between us and an "interested shareholder," defined generally as any holder or affiliate of any holder who beneficially owns 10% or more of the voting power of our shares, for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter impose fair price and/or supermajority shareholder voting requirements on these combinations; and ● provisions that provide that a shareholder's "control shares" acquired in a "control share acquisition," as defined in the MGCL, have no voting rights, except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares. As permitted by the MGCL, we have elected in our bylaws to opt out of the business combination and control share provisions of the MGCL. However, we cannot assure you that our Board of Trustees will not opt to be subject to such provisions of the MGCL in the future, including opting to be subject to such provisions retroactively. The limited partnership agreement of our operating partnership requires the approval of the limited partners with respect to certain extraordinary transactions involving JBG SMITH, which may reduce the likelihood of such transactions being consummated, even if they are in the best interests of, and have been approved by, our shareholders. The limited partnership agreement of JBG SMITH LP provides that we may not engage in a merger, consolidation or other combination with or into another person, a sale of all or substantially all of our assets, or a reclassification, recapitalization or a change in outstanding shares (except for changes in par value, or from par value to no par value, or as a result of a subdivision or combination of our common shares), which we refer to collectively as an extraordinary transaction, unless specified criteria are met. In particular, with respect to any extraordinary transaction, if partners will receive consideration for their limited partnership units and if we seek the approval of our shareholders for the transaction (or if we would have been required to obtain shareholder approval of any such extraordinary transaction but for the fact that a tender offer shall have been accepted with respect to a sufficient number of our common shares to permit consummation of such extraordinary transaction without shareholder approval), then the limited partnership agreement prohibits us from engaging in the extraordinary transaction unless we also obtain "partnership approval." To obtain "partnership approval," we must obtain the consent of our limited partners (including us and any limited partners majority owned, directly or indirectly, by us) representing a percentage interest in JBG SMITH LP that is equal to or greater than the percentage of our outstanding common shares required (or that would have been required in the absence of a tender offer) to approve the extraordinary transaction, provided that we and any limited partners majority owned, directly or indirectly, by us will be deemed to have provided consent for our partnership units solely in proportion to the percentage of our common shares approving the extraordinary transaction (or, if there is no shareholder vote with respect to such extraordinary transaction because a tender offer shall have been accepted with respect to a sufficient number of our common shares to permit consummation of the extraordinary transaction without shareholder approval, the percentage of our common shares with respect to which such tender offer shall have been accepted). The limited partners of JBG SMITH LP may have interests in an extraordinary transaction that differ from those of common shareholders, and there can be no assurance that, if we are required to seek "partnership approval" for such a transaction, we will be able to obtain it. As a result, if a sufficient number of limited partners oppose such an extraordinary transaction, the limited partnership agreement may prohibit us from consummating it, even if it is in the best interests of, and has been approved by, our shareholders. Substantially all our assets are owned by subsidiaries. We depend on dividends and distributions from these subsidiaries. The creditors of these subsidiaries are entitled to amounts payable to them by the subsidiaries before the subsidiaries may pay any dividends or other distributions to us. Substantially all of our assets are held through JBG SMITH LP, which holds substantially all of its assets through wholly owned subsidiaries. JBG SMITH LP's cash flow is dependent on cash distributions to it by its subsidiaries, and in turn, substantially all of our cash flow is dependent on cash distributions to us by JBG SMITH LP. The creditors of each of our subsidiaries are entitled to payment of that subsidiary's obligations to them when due and payable before distributions may be made by that subsidiary to its equity holders. In addition, the operating agreements governing some of our subsidiaries which are parties to real estate joint ventures may have restrictions on distributions which could limit the ability of those subsidiaries to make distributions to JBG SMITH LP. Thus, JBG SMITH LP's ability to make distributions to holders of its units, including us, depends on its subsidiaries' ability first to satisfy their obligations to their creditors, and then to make distributions to JBG SMITH LP. Likewise, our ability to pay dividends to our shareholders depends on JBG 31 Table of Contents SMITH LP's ability first to satisfy its obligations, if any, to its creditors and make distributions payable to holders of preferred units (if any), and then to make distributions to us. In addition, our participation in any distribution of the assets of any of our subsidiaries upon the liquidation, reorganization or insolvency of the subsidiary, occurs only after the claims of the creditors, including trade creditors, and preferred security holders, if any, of the applicable direct or indirect subsidiaries are satisfied. Our rights and the rights of our shareholders to take action against our trustees and officers are limited. As permitted by Maryland law, under our declaration of trust, trustees and officers shall not be liable to us and our shareholders for money damages, except for liability resulting from actual receipt of an improper benefit or profit in money, property or services; or a final judgment based upon a finding of active and deliberate dishonesty by the trustee or officer that was material to the cause of action adjudicated. In addition, our declaration of trust requires us to indemnify our trustees and officers (in some cases, without requiring a preliminary determination of the trustee's or officer's ultimate entitlement to indemnification) for actions taken by them in those and certain other capacities to the maximum extent permitted by Maryland law. The Maryland REIT law permits a REIT to indemnify and advance expenses to its trustees, officers, employees and agents to the same extent as permitted by the MGCL for directors and officers of a Maryland corporation. Generally, Maryland law permits a Maryland corporation to indemnify its present and former directors and officers except in instances where the person seeking indemnification acted in bad faith or with active and deliberate dishonesty, actually received an improper personal benefit in money, property or services or, in the case of a criminal proceeding, had reasonable cause to believe that his or her actions were unlawful. Under Maryland law, a Maryland corporation also may not indemnify a director or officer in a suit by or in the right of the corporation in which the director or officer was adjudged liable to the corporation or for a judgment of liability on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct; however, indemnification for an adverse judgment in a suit by us or in our right, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. As a result, we and our shareholders may have more limited rights against our trustees and officers than might otherwise exist. Accordingly, if actions taken in good faith by any of our trustees or officers impede the performance of our company, your ability to recover damages from such trustee or officer will be limited. Risks Related to Our Status as a REIT We may fail to qualify or remain qualified as a REIT and may be required to pay income taxes at corporate rates. Although we believe that we are organized and intend to operate to qualify as a REIT for federal income tax purposes, we may fail to remain so qualified. Qualification and taxation as a REIT are governed by highly technical and complex provisions of the Code for which there are only limited judicial or administrative interpretations and depend on various facts and circumstances that are not entirely within our control. If, with respect to any taxable year, we fail to maintain our qualification as a REIT and do not qualify under the relevant statutory relief provisions, we would have to pay federal income tax on our taxable income at regular corporate rates, could not deduct our distributions in determining our taxable income subject to tax, and would possibly also be subject to certain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations, including the nondeductible 1% excise tax on certain stock repurchases. If we had to pay federal income tax, the amount of money available to distribute to shareholders and pay our indebtedness would be reduced for the year or years involved, and we would not be required to make distributions to shareholders in that taxable year and in future years until we again were able to qualify as a REIT. In addition, we would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost, unless we were entitled to relief under the relevant statutory provisions. REIT distribution requirements could adversely affect our liquidity and our ability to execute our business plan or require us to make distributions of our shares or other securities. For us to qualify to be taxed as a REIT, we generally must distribute to our shareholders each year at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. We intend to distribute 100% of our REIT taxable income to our shareholders out of assets legally available therefor. From time to time, we may generate taxable income greater than our cash flow. For example, if we dispose of properties in transactions that are intended to qualify as like-kind exchanges under Section 1031 of the Code and such transactions 32 Table of Contents either fail to consummate the acquisition of replacement property in the like-kind exchanges or are successfully challenged and determined to be currently taxable, our taxable income and earnings and profits would increase, and may require additional distributions to shareholders or, in lieu of that, require us to pay corporate income tax, possibly including interest and penalties. If we do not have other funds available in these and other types of situations, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices, distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt, or make taxable distributions of our shares to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and avoid corporate income tax and a 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity. Because amounts distributed will not be available to fund investment activities, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our shares. Any restrictions on our ability to incur additional indebtedness or make certain distributions could preclude us from meeting the 90% distribution requirement. Decreases in funds from operations due to unfinanced expenditures for acquisitions of assets or increases in the number of shares outstanding without commensurate increases in funds from operations would each adversely affect our ability to maintain our current level of distributions to our shareholders. Consequently, there can be no assurance that we will be able to make distributions at the anticipated distribution rate or any other rate. The tax imposed on REITs engaging in "prohibited transactions" may limit our ability to engage in transactions that would be treated as sales for U.S. federal income tax purposes. A REIT's net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we and our subsidiary REITs believe that we have held, and intend to continue to hold, our properties for investment and do not intend to hold direct (rather than through taxable corporate subsidiaries) any properties that could be characterized as held for sale to customers in the ordinary course of our business, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available statutory safe harbor. In the case of some of our properties held through partnerships with third parties, our ability to control the disposition of such properties in a manner that avoids the imposition of the prohibited transactions tax depends in part on the action of third parties over which we have no control or only limited influence. To comply with the restrictions imposed on REITs, we may have to conduct certain activities and own certain assets through a TRS, which will be subject to normal corporate income tax, and we could be subject to a 100% penalty tax if our transactions with our TRSs are not conducted on arm's length terms. A TRS is an entity taxed as a corporation in which a REIT directly or indirectly holds stock and which has elected with the REIT to be treated as a TRS of the REIT and which is taxable as a regular corporation, at regular corporate income tax rates. As a REIT, we cannot own certain assets or conduct certain activities directly, without risking failing the income or asset tests that apply to REITs. We can, however, hold these assets or undertake these activities through a TRS. For example, we generally cannot provide certain non-customary services to our tenants, and we cannot derive income from a third party that provides such services. If we forego providing such services to our tenants, we may be at a disadvantage to competitors who are not subject to the same restrictions. Accordingly, we provide such non-customary services to our tenants and share in the revenue from such services through our TRSs. As noted, the income earned through our TRSs will be subject to corporate income taxes. In addition, a 100% excise tax will be imposed on certain transactions between us and our TRSs that are not conducted on an arm's length basis. Risks Related to the Formation Transaction We could be required to indemnify Vornado for certain material tax obligations that could arise as addressed in the Tax Matters Agreement and certain obligations under the Separation and Distribution Agreement. Furthermore, Vornado agreed to indemnify us for certain pre-distribution liabilities and liabilities related to Vornado assets and there can be no assurance that these obligations will be sufficient to protect us. Additionally, there may be undisclosed liabilities of the Vornado and JBG assets contributed to us in the Formation Transaction that might expose us to potentially large, unanticipated costs. Under the Tax Matters Agreement that we entered into with Vornado, we may be required to indemnify Vornado against 33 Table of Contents any taxes and related amounts and costs if the distribution of JBG SMITH shares by Vornado, together with certain related transactions, is not tax-free and that treatment results from (i) actions or failures to act by us, or (ii) our breach of certain representations or undertakings. The Separation Agreement provides for indemnification obligations designed to make us financially responsible for substantially all liabilities that may exist relating to our business activities, whether incurred prior to or after the Formation Transaction, as well as those obligations of Vornado that we assumed pursuant to the Separation Agreement. If we are required to indemnify Vornado under the circumstances set forth in the Tax Matters Agreement or the Separation Agreement, we may be subject to substantial liabilities. Pursuant to the Separation Agreement, Vornado agreed to indemnify us for certain liabilities. However, third parties could seek to hold us responsible for any of the liabilities that Vornado agreed to retain, and there can be no assurance that Vornado will be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from Vornado any amounts for which we are held liable, such indemnification may be insufficient to fully offset the financial impact of such liabilities and/or we may be temporarily required to bear these losses while seeking recovery from Vornado. Additionally, prior to entering into the MTA, the diligence reviews performed by each of Vornado and JBG with respect to the business and assets of the other were necessarily limited in nature and scope and may not have adequately uncovered all of the contingent or undisclosed liabilities that we assumed in connection with the Formation Transaction, many of which may not be covered by insurance. The MTA does not provide for indemnification for these types of liabilities by either party post-closing, and, therefore, we may not have any recourse with respect to such unexpected liabilities. Any such liabilities could cause us to experience losses, which may be significant, which could have a material adverse effect on us. Unless Vornado and JBG SMITH were both REITs following the Separation, JBG SMITH could be required to recognize certain corporate-level gains for tax purposes as a result of the Separation. We believe that each of Vornado and JBG SMITH operated in a manner so that each qualified as a REIT immediately after the Separation and at all times during the two years after the Separation. However, if either Vornado or JBG SMITH failed to qualify as a REIT following the Separation, then, for our taxable year that includes the Separation, the IRS may assert that JBG SMITH would have to recognize corporate-level gain on assets acquired in the Separation. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS Certain statements contained herein constitute forward-looking statements within the meaning of the federal securities laws. 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 Annual Report on Form 10-K. Investors are cautioned to interpret many of the risks identified under the section titled "Risk Factors" in this Annual Report on Form 10-K as being heightened as a result of the numerous adverse impacts of COVID-19. In particular, information included under "Business," "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contains forward-looking statements. 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. Such factors include, but are not limited to: ● the economic health of the greater Washington Metro region and our geographic concentration therein, particularly our concentration in National Landing; ● decreases in demand for office space in the Washington, D.C. metropolitan area, particularly with respect to our two largest tenants, Amazon and the federal government; ● the amount and timing of Amazon’s investments in National Landing and revenue we receive from them currently and may receive in the future; ● whether any or all of the other three demand drivers discussed above will fail to materialize; ● reductions in or actual or threatened changes to the timing of federal government spending; ● changes in general political, economic and competitive conditions and specific market conditions; 34 Table of Contents ● the risks associated with real estate development and redevelopment, including unanticipated expenses, delays and other contingencies; ● the risks associated with the acquisition, disposition and ownership of real estate in general and our real estate assets in particular; ● the ability to control our operating expenses; ● the risks related to co-investments in real estate ventures and partnerships; ● the ability to renew leases, lease vacant space or re-let space as leases expire, and to do so on favorable terms; ● the economic health of our tenants; ● fluctuations in interest rates; ● the supply of competing properties and competition in the real estate industry generally; ● the availability and terms of financing and capital and the general volatility of securities markets; ● the risks associated with mortgage loans and other indebtedness; ● compliance with applicable laws, including those concerning the environment and access by persons with disabilities; ● increased investor focus and activism related to ESG matters; ● terrorist attacks and the occurrence of cyber incidents or system failures; ● the ability to maintain key personnel; ● failure to qualify and maintain our qualification as a REIT and the risks of changes in laws affecting REITs; and ● other factors discussed under the caption "Risk Factors." For a further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Risk Factors" in this Annual Report on Form 10-K. 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 Annual Report on Form 10-K or the date of any document incorporated by reference. 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 Annual Report on Form 10-K. ​ ITEM 1B. UNRESOLVED STAFF COMMENTS There are no unresolved comments from the staff of the SEC as of the date of this Annual Report on Form 10-K. ​ 35 Table of Contents ITEM 2. PROPERTIES Note on presentation of "at share" information. We present certain financial information and metrics "at JBG SMITH Share," which is calculated on an entity-by-entity basis, but exclude our: (i) 10.0% subordinated interest in one commercial building, (ii) 33.5% subordinated interest in four commercial buildings and (iii) 49.0% interest in three commercial buildings, as well as the associated non-recourse mortgage loans, held through unconsolidated real estate ventures; these interests and debt are excluded because 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 we have not guaranteed their obligations or otherwise committed to providing financial support. "At JBG SMITH Share" information, which we also refer to as being "at share," "our pro rata share" or "our share," is not, and is not intended to be, a presentation in accordance with GAAP. Because as of December 31, 2022, 8.8% of our assets, as measured by total square feet, was held through real estate ventures in which we own less than 100% of the ownership interest, we believe this form of presentation, which includes our economic interests in the unconsolidated real estate ventures, provides investors important information regarding a significant component of our portfolio, its composition, performance and capitalization. We classify our portfolio as "operating," "under-construction," or "development pipeline." The following tables provide information about each of our commercial, multifamily and development pipeline portfolios as of December 31, 2022. Many of our assets in the development pipeline are adjacent to or an integrated component of operating commercial or multifamily assets in our portfolio. A significant number of our assets included in the following tables are held through real estate ventures with third parties or are subject to ground leases. In addition to other information, the following tables indicate our percentage ownership, whether the asset is consolidated or unconsolidated, and whether the asset is subject to a ground lease. 36 Table of Contents Commercial Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ % ​ ​ ​ Same Store (2) : ​ Square ​ % ​ Office % ​ Retail % Commercial Assets ​ Ownership ​ C/U (1) ​ YTD 2021-2022 ​ Feet ​ Leased ​ Occupied ​ Occupied ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ National Landing ​ 1550 Crystal Drive (3) 100.0 % C Y 550,311 91.0% ​ 88.8% ​ 95.7% ​ 2121 Crystal Drive 100.0 % C Y 504,893 86.9% ​ 71.5% ​ - ​ 2345 Crystal Drive 100.0 % C Y 499,675 83.6% ​ 83.3% ​ 100.0% ​ 2231 Crystal Drive 100.0 % C Y 468,907 75.1% ​ 68.6% ​ 97.4% ​ 2011 Crystal Drive 100.0 % C Y 440,510 60.5% ​ 58.9% ​ 50.3% ​ 2451 Crystal Drive 100.0 % C Y 402,374 88.0% ​ 76.3% ​ 92.6% ​ 1235 S. Clark Street 100.0 % C Y 384,911 96.6% ​ 95.3% ​ 95.0% ​ 241 18th Street S. 100.0 % C Y 362,219 95.7% ​ 96.2% ​ 89.9% ​ 1215 S. Clark Street 100.0 % C Y 336,159 100.0% ​ 100.0% ​ 100.0% ​ 201 12th Street S. 100.0 % C Y 329,607 98.8% ​ 98.2% ​ 100.0% ​ 251 18th Street S. (3) 100.0 % C Y 317,374 96.2% ​ 99.0% ​ 61.1% ​ 2200 Crystal Drive 100.0 % C Y 283,608 57.0% ​ 57.0% ​ - ​ 1225 S. Clark Street 100.0 % C Y 276,155 97.1% ​ 97.0% ​ 100.0% ​ 1901 South Bell Street (3) 100.0 % C Y 274,912 92.1% ​ 92.1% ​ - ​ 1770 Crystal Drive ​ 100.0 % C ​ Y ​ 273,650 ​ 98.4% ​ 100.0% ​ 68.5% ​ Crystal City Marriott (345 Rooms) 100.0 % C Y 266,000 - ​ - ​ - ​ 2100 Crystal Drive 100.0 % C Y 253,437 100.0% ​ 100.0% ​ - ​ 1800 South Bell Street 100.0 % C Y 206,186 99.2% ​ 100.0% ​ 88.8% ​ 200 12th Street S. 100.0 % C Y 202,761 77.5% ​ 77.5% ​ - ​ Crystal City Shops at 2100 (3) 100.0 % C Y 43,241 100.0% ​ - ​ 100.0% ​ Crystal Drive Retail (3) 100.0 % C Y 42,938 100.0% ​ - ​ 100.0% ​ Central Place Tower (4) ​ 50.0 % U Y 551,608 99.3% ​ 99.2% ​ 100.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other VA ​ 800 North Glebe Road 100.0 % C Y 303,759 99.3% ​ 100.0% ​ 81.9% ​ Stonebridge at Potomac Town Center (5) 10.0 % U Y 504,327 100.0% ​ - ​ 95.6% ​ Rosslyn Gateway-North 18.0 % U Y 146,759 68.8% ​ 66.3% ​ 100.0% ​ Rosslyn Gateway-South 18.0 % U Y 103,444 64.6% ​ 68.9% ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ D.C. ​ 2101 L Street 100.0 % C Y 375,493 77.7% ​ 58.1% ​ 92.6% ​ The Foundry 9.9 % U Y 227,493 79.8% ​ 79.2% ​ 100.0% ​ 1101 17th Street 55.0 % U Y 209,407 89.1% ​ 84.6% ​ 82.8% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ MD ​ 4747 Bethesda Avenue (6) ​ 100.0 % C ​ Y ​ 300,508 ​ 98.0% ​ 97.9% ​ 100.0% ​ One Democracy Plaza (4) (5) 100.0 % C Y 213,139 87.1% ​ 87.0% ​ 100.0% ​ Operating - Total / Weighted Average ​ ​ ​ ​ ​ ​ 9,655,765 88.7% ​ 85.0% ​ 93.5% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Totals at JBG SMITH Share ​ National Landing ​ ​ ​ ​ ​ ​ 6,995,632 88.3% ​ 85.5% ​ 93.0% ​ Other VA ​ ​ ​ ​ ​ ​ 399,229 95.8% ​ 95.7% ​ 89.5% ​ D.C. ​ ​ ​ ​ ​ ​ 513,165 80.4% ​ 65.2% ​ 91.3% ​ MD ​ ​ ​ ​ ​ ​ 513,647 93.5% ​ 93.2% 100.0% Operating - Total / Weighted Average ​ ​ ​ ​ ​ ​ ​ 8,421,673 ​ 88.5% ​ 85.1% ​ 92.6% ​ Note: At 100% share, unless otherwise noted. (1) "C" denotes a consolidated interest and "U" denotes an unconsolidated interest. (2) "Y" denotes an asset as same store and "N" denotes an asset as non-same store. (3) The following assets contain space that is held for development or not otherwise available for lease. This out-of-service square footage is excluded from square feet, leased and occupancy metrics in the above table. ​ ​ ​ ​ ​ ​ ​ ​ ​ Not Available Commercial Asset In-Service for Lease 1550 Crystal Drive 550,311 ​ 1,721 251 18th Street S. ​ 317,374 ​ 21,992 1901 South Bell Street ​ 274,912 ​ 1,924 Crystal City Shops at 2100 ​ 43,241 ​ 28,974 Crystal Drive Retail ​ 42,938 ​ 14,027 2221 S. Clark Street - Office ​ — ​ 35,182 (4) Asset is subject to a ground lease where we are the lessee. (5) Not Metro-served. (6) Includes our corporate office lease for approximately 84,400 square feet. 37 Table of Contents Multifamily Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number Total ​ ​ Multifamily ​ ​ ​ ​ ​ % ​ ​ ​ Same Store (2) : ​ of ​ Square ​ % ​ % ​ Retail % ​ Multifamily Assets ​ Ownership ​ C/U (1) ​ YTD 2021-2022 ​ Units ​ Feet ​ Leased ​ Occupied ​ Occupied ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ National Landing ​ ​ ​ RiverHouse Apartments 100.0 % C Y 1,676 1,327,551 96.1% ​ 95.5% ​ 100.0% ​ The Bartlett 100.0 % C Y 699 619,372 93.6% ​ 92.8% ​ 100.0% ​ 220 20th Street 100.0 % C Y 265 271,476 97.0% ​ 94.7% ​ 100.0% ​ 2221 S. Clark Street - Residential (3) 100.0 % C Y 216 96,948 90.2% ​ 86.9% ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ D.C. ​ ​ ​ West Half ​ 100.0 % C Y 465 385,516 89.3% ​ 89.2% ​ 83.2% ​ Fort Totten Square 100.0 % C Y 345 384,956 98.5% ​ 95.7% ​ 100.0% ​ The Wren (4) ​ 99.7 % C ​ N ​ 433 ​ 332,682 ​ 96.2% ​ 94.5% ​ 100.0% ​ The Batley ​ 100.0 % C ​ N ​ 432 ​ 300,388 ​ 93.1% ​ 91.7% ​ - ​ WestEnd25 100.0 % C Y 283 273,264 95.1% ​ 94.7% ​ - ​ F1RST Residences ​ 100.0 % C ​ Y ​ 325 ​ 270,928 ​ 94.9% ​ 93.2% ​ 88.8% ​ Atlantic Plumbing (5) 100.0 % C Y 310 245,143 97.1% ​ 95.8% ​ 77.0% ​ 1221 Van Street 100.0 % C Y 291 225,530 94.4% ​ 92.1% ​ 100.0% ​ 901 W Street ​ 100.0 % C ​ Y ​ 161 ​ 154,379 ​ 96.7% ​ 98.1% ​ 57.9% ​ 900 W Street (3) ​ 100.0 % C ​ Y ​ 95 ​ 71,050 ​ 64.2% ​ 50.5% ​ - ​ North End Retail 100.0 % C Y — 27,355 91.6% ​ - ​ 91.6% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ MD ​ ​ ​ 8001 Woodmont (6) 100.0 % C N 322 363,979 83.3% ​ 81.1% ​ 95.1% ​ Falkland Chase-South & West 100.0 % C Y 268 222,754 97.4% ​ 97.4% ​ - ​ Falkland Chase-North ​ 100.0 % C ​ Y ​ 170 ​ 112,143 ​ 96.5% ​ 96.5% ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating - Total / Weighted Average (3) ​ ​ ​ ​ ​ ​ 6,756 5,685,414 94.5% ​ 93.6% ​ 93.4% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Under-Construction ​ ​ ​ National Landing ​ ​ ​ ​ ​ 1900 Crystal Drive (7) — ​ C ​ ​ 808 633,985 ​ ​ ​ ​ ​ ​ ​ 2000/2001 South Bell Street (7) ​ — ​ C ​ ​ ​ 775 ​ 580,966 ​ ​ ​ ​ ​ ​ ​ Under-Construction - Total ​ ​ ​ ​ ​ ​ 1,583 1,214,951 ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ 8,339 6,900,365 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Totals at JBG SMITH Share (3) ​ ​ ​ National Landing ​ ​ ​ ​ ​ ​ 2,856 2,315,347 95.5% ​ 94.7% ​ 100.0% ​ D.C. ​ ​ ​ ​ ​ ​ ​ 3,139 ​ 2,670,089 ​ 94.8% ​ 93.4% ​ 92.4% ​ MD ​ ​ ​ ​ ​ ​ 760 698,876 89.9% ​ 90.3% ​ 95.1% ​ Operating - Total / Weighted Average ​ ​ ​ ​ ​ ​ ​ 6,755 ​ 5,684,312 ​ 94.5% ​ 93.6% ​ 93.4% ​ Under-construction assets ​ ​ ​ ​ ​ ​ ​ 1,583 ​ 1,214,951 ​ ​ ​ ​ ​ ​ Note: At 100% share, unless otherwise noted. (1) "C" denotes a consolidated interest and "U" denotes an unconsolidated interest. (2) "Y" denotes an asset as same store and "N" denotes an asset as non-same store. (3) 2221 S. Clark Street - Residential and 900 W Street are excluded from percent leased and percent occupied metrics as they are operated as short-term rental properties . (4) In October 2022, we acquired an additional 3.7% ownership interest in The Wren, increasing our ownership interest to 99.7%. In February 2023, we acquired the remaining 0.3% ownership interest in The Wren, increasing our ownership interest to 100.0%. (5) In August 2022, we acquired the remaining 36.0% ownership interest in Atlantic Plumbing. See Note 3 to the consolidated financial statements for additional information. (6) In October 2022, we acquired the remaining 50.0% ownership interest in 8001 Woodmont. See Note 3 to the consolidated financial statements for additional information. (7) In 2021, we leased the land underlying 1900 Crystal Drive and 2000/2001 South Bell Street to a lessee. The assets are consolidated in our financial statements as they are owned through variable interest entities for which we are the primary beneficiary. See Note 6 to the consolidated financial statements for additional information. ​ 38 Table of Contents Development Pipeline ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated ​ ​ % ​ Estimated Potential Development Density (SF) ​ Number of Asset Ownership ​ Total Office Multifamily Retail ​ Units ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ National Landing ​ ​ ​ ​ ​ ​ ​ 3330 Exchange Avenue (1) ​ 50.0% ​ 239,800 ​ — ​ 216,400 ​ 23,400 ​ 240 3331 Exchange Avenue (1) ​ 50.0% ​ 180,600 ​ — ​ 164,300 ​ 16,300 ​ 170 Potomac Yard Landbay F/G/H (2) ​ 50.0% / 100.0% ​ 2,614,000 ​ 1,369,000 ​ 1,147,000 ​ 98,000 ​ 1,240 2250 Crystal Drive ​ 100.0% ​ 696,200 ​ — ​ 681,300 ​ 14,900 ​ 825 1415 S. Eads Street ​ 100.0% ​ 531,400 ​ — ​ 527,400 ​ 4,000 ​ 635 223 23rd Street ​ 100.0% ​ 492,100 ​ — ​ 484,100 ​ 8,000 ​ 610 101 12th Street S. ​ 100.0% ​ 239,600 ​ 234,400 ​ — ​ 5,200 ​ — RiverHouse Land ​ 100.0% ​ 1,988,400 ​ — ​ 1,960,600 ​ 27,800 ​ 1,665 2525 Crystal Drive ​ 100.0% ​ 373,000 ​ — ​ 370,000 ​ 3,000 ​ 370 1800 South Bell Street Land (3) ​ 100.0% ​ 255,000 ​ 245,000 ​ — ​ 10,000 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ D.C. ​ ​ Gallaudet Parcel 2-3 (4) (5) 100.0% ​ 819,100 ​ — ​ 758,200 ​ 60,900 ​ 820 5 M Street Southwest ​ 100.0% ​ 664,700 ​ — ​ 648,400 ​ 16,300 ​ 650 Capitol Point - North ​ 100.0% ​ 738,300 ​ — ​ 705,500 ​ 32,800 ​ 760 Gallaudet Parcel 4 (5) ​ 100.0% ​ 577,700 ​ — ​ 514,800 ​ 62,900 ​ 645 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Development Parcels (6) ​ ​ ​ 2,057,600 ​ 1,604,400 ​ 453,200 ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ 12,467,500 3,452,800 8,631,200 383,500 8,630 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Totals at JBG SMITH Share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ National Landing ​ ​ ​ 6,593,000 ​ 1,313,900 ​ 5,137,300 ​ 141,800 ​ 5,280 D.C. ​ ​ ​ 2,992,100 ​ 149,600 ​ 2,669,600 ​ 172,900 ​ 2,875 Other ​ ​ ​ 145,700 ​ 89,700 ​ 56,000 ​ — ​ — ​ ​ ​ ​ 9,730,800 ​ 1,553,200 ​ 7,862,900 ​ 314,700 ​ 8,155 Note: At 100% share, unless otherwise noted. (1) Formerly referred to as Potomac Yard Landbay F – Block 19 and 15. (2) The ownership percentage for Potomac Yard Landbay F/G is 50.0%, and the ownership percentage for Potomac Yard Landbay H is 100.0%. (3) Currently encumbered by an operating commercial asset. (4) Formerly referred to as Gallaudet Parcel 1-3. (5) Controlled through an option to acquire a leasehold interest. As of December 31, 2022, the weighted average remaining term for the option is 1.8 years. (6) Comprises six assets in which we have a minority interest. 809,500 SF is currently encumbered by two operating commercial assets. Major Tenants The following table sets forth information for our 10 largest tenants by annualized rent for the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At JBG SMITH Share ​ ​ ​ ​ ​ ​ ​ ​ Annualized ​ % of Total ​ ​ Number of Square % of Total Rent Annualized Tenant ​ Leases ​ Feet ​ Square Feet ​ (In thousands) ​ Rent GSA 40 1,940,799 26.4 % $ 77,585 23.2 % Amazon 8 1,035,347 14.1 % 44,927 13.4 % Gartner, Inc 1 174,424 2.4 % 12,442 3.7 % Lockheed Martin Corporation 2 207,095 2.8 % 9,734 2.9 % Booz Allen Hamilton Inc 3 159,610 2.2 % 8,020 2.4 % Accenture LLP 2 116,736 1.6 % 5,987 1.8 % Public Broadcasting Service 1 120,328 1.6 % 4,866 1.5 % Evolent Health LLC 1 90,905 1.2 % 4,693 1.4 % Greenberg Traurig LLP 1 64,090 0.9 % 4,595 1.4 % The International Justice Mission 1 74,833 1.0 % 4,348 1.3 % Total 60 3,984,167 54.2 % $ 177,197 53.0 % ​ Note: Includes all in-place leases as of December 31, 2022 for which a tenant has taken occupancy for office and retail space within our Operating Portfolio. 39 Table of Contents Lease Expirations The following table sets forth as of December 31, 2022 the scheduled expirations of tenant leases in our Operating Portfolio for each year from 2023 through 2031 and thereafter, assuming no exercise of renewal options or early termination rights: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At JBG SMITH Share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ Annualized ​ Total ​ Annualized ​ ​ Number of ​ Square ​ Total ​ Rent (1) ​ Annualized ​ Rent Per Year of Lease Expiration ​ Leases ​ Feet ​ Square Feet ​ (in thousands) ​ Rent ​ Square Foot (1) Month-to-Month 41 91,420 1.2 % $ 1,263 0.4 % $ 13.81 2023 99 797,097 10.8 % 34,846 10.4 % 43.72 2024 70 1,424,593 19.4 % 65,051 19.4 % 45.66 2025 73 730,947 9.9 % 32,397 9.7 % 44.32 2026 51 229,012 3.1 % 11,299 3.4 % 49.34 2027 38 511,561 7.0 % 24,037 7.2 % 46.99 2028 55 416,369 5.7 % 20,268 6.0 % 48.68 2029 22 145,570 2.0 % 6,809 2.0 % 46.78 2030 28 393,117 5.3 % 22,182 6.6 % 56.43 2031 26 597,762 8.1 % 21,548 6.4 % 36.05 Thereafter 77 2,018,208 27.5 % 95,435 28.5 % 48.22 Total / Weighted Average 580 7,355,656 100.0 % $ 335,135 100.0 % $ 45.81 Note: Includes all in-place leases as of December 31, 2022 for office and retail space within our Operating Portfolio and assuming no exercise of renewal options or early termination rights. The weighted average remaining lease term for the entire portfolio is 5.7 years. (1) Annualized rent and annualized rent per square foot exclude percentage rent and the square footage of tenants that only pay percentage rent. ​ ITEM 3. 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 4. MINE SAFETY DISCLOSURES Not applicable. ​ PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Dividends Our common shares trade under the symbol "JBGS." On February 14, 2023, there were 799 holders of record of our common shares. This number does not reflect individuals or other entities who hold their shares in "street name." Dividends declared for each of the three years in the period ended December 31, 2022 totaled $0.90 per common share (regular quarterly dividends of $0.225 per common share). 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 2023 will be comparable in amount with those declared in 2022. To qualify for the beneficial tax treatment accorded to REITs under the Code, we are currently required to make distributions to holders of our shares in an amount equal to at least 90% of our REIT taxable income as defined in Section 857 of the Code. 40 Table of Contents The annual distribution amounts are different from dividends as calculated for federal income tax purposes. Distributions to the extent of our current and accumulated earnings and profits for federal income tax purposes generally will be taxable to a shareholder as ordinary dividend income. Distributions in excess of current and accumulated earnings and profits will be treated as a nontaxable reduction of the shareholder's basis in the shareholder's shares, to the extent thereof, and thereafter as taxable capital gain. Distributions that are treated as a reduction of the shareholder's basis in its shares will have the effect of increasing the amount of gain, or reducing the amount of loss, recognized upon the sale of the shareholder's shares. No assurances can be given regarding what portion, if any, of distributions in 2023 or subsequent years will constitute a return of capital for federal income tax purposes. During a year in which a REIT earns a net long-term capital gain, the REIT can elect under Section 857(b)(3) of the Code to designate a portion of dividends paid to shareholders as capital gain dividends. If this election is made, the capital gain dividends are generally taxable to the shareholder as long-term capital gains. 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 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 December 31, 2017 through December 31, 2022. The comparison assumes $100 was invested on December 31, 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. 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. ​ ​ 41 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 12/31/2017 ​ 12/31/2018 12/31/2019 12/31/2020 ​ 12/31/2021 12/31/2022 JBG SMITH Properties 100.00 ​ 103.03 120.79 ​ 97.58 ​ 92.29 ​ 63.64 S&P MidCap 400 Index 100.00 ​ 88.92 112.21 ​ 127.54 ​ 159.12 ​ 138.34 FTSE Nareit Equity Office Index 100.00 ​ 85.50 112.36 ​ 91.65 ​ 111.81 ​ 69.75 ​ Sales of Unregistered Shares During the year ended December 31, 2022, we did not sell any unregistered securities. Repurchases of Equity Securities In March 2020, our Board of Trustees authorized the repurchase of up to $500.0 million of our outstanding common shares, which it increased to an aggregate of $1.0 billion in June 2022. During the year ended December 31, 2022, we repurchased and retired 14.2 million common shares for $361.0 million, a weighted average purchase price per share of $25.49. Since we began the share repurchase program, we have repurchased and retired 23.3 million common shares for $623.5 million, a weighted average purchase price per share of $26.74. 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 . Equity Compensation Plan Information Information regarding equity compensation plans is presented in Part III, Item 12 of this Annual Report on Form 10-K and incorporated herein by reference. ITEM 6. [RESERVED] ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion is intended to provide material information relevant to our financial condition and results of operations, including cash flows, and should be read in conjunction with the consolidated financial statements and notes thereto appearing in Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K. Organization and Basis of Presentation JBG SMITH, a Maryland REIT, owns and operates a portfolio of commercial and multifamily assets amenitized with ancillary retail. Our portfolio reflects our 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, which is anchored by four key demand drivers: Amazon's new headquarters, which is being developed by us; Virginia Tech's under-construction $1 billion Innovation Campus; the submarket’s proximity to the Pentagon; and our deployment of next-generation public and private 5G digital infrastructure. In addition, our third-party asset management and real estate services business provides fee-based real estate services to the WHI, the JBG Legacy Funds and other third parties. Substantially all our assets are held by, and our operations are conducted through, JBG SMITH LP. We were organized for the purpose of receiving, via the spin-off on July 17, 2017, substantially all the assets and liabilities of Vornado's Washington, D.C. segment. On July 18, 2017, we acquired the management business and certain assets and liabilities of JBG. 42 Table of Contents We have elected to be taxed as a REIT under sections 856-860 of the Code. 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. We currently adhere and intend to continue to adhere to these requirements and to maintain our REIT status in future periods. As a REIT, we can reduce our taxable income by distributing all or a portion of such taxable income 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, and such other factors as our Board of Trustees deems relevant. We also participate in the activities conducted by our subsidiary entities that have elected to be treated as TRSs 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 consolidated financial statements, which will result in taxable or deductible amounts in the future. 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. We compete with 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 December 31, 2022, our Operating Portfolio consisted of 51 operating assets comprising 31 commercial assets totaling 9.7 million square feet (8.4 million square feet at our share), 18 multifamily assets totaling 6,756 units (6,755 units at our share) and two wholly owned land assets for which we are the ground lessor. Additionally, we have two under-construction multifamily assets with 1,583 units (1,583 units at our share) and 20 assets in the development pipeline totaling 12.5 million square feet (9.7 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 our agreements with AT&T and Federated Wireless, are advancing our efforts to make National Landing among the first 5G-operable submarkets in the nation. Amazon's new headquarters is located in National Landing. We currently have leases with Amazon totaling 1.0 million square feet across six office buildings in National Landing. We sold Amazon two of our National Landing development sites, Metropolitan Park and Pen Place. We are the developer, property manager and retail leasing agent for Amazon's new headquarters at National Landing. We are currently constructing two new office buildings for Amazon on Metropolitan Park, totaling 2.1 million square feet, inclusive of approximately 50,000 square feet of street-level retail with new shops and restaurants. We expect to deliver Metropolitan Park and Amazon to occupy it this summer. Outlook A fundamental component of our strategy to maximize long-term NAV per share is active capital allocation. We evaluate development, acquisition, disposition, share repurchases and other investment decisions based on how they may impact 43 Table of Contents long-term NAV per share. We intend to continue to opportunistically sell or recapitalize assets 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. 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. We anticipate 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. However, curbed lending activity has significantly slowed down the pace of asset sales and we expect this reduced activity to continue into 2023. As we look to preserve balance sheet strength and flexibility, any new development or acquisition will be largely dependent on executing additional dispositions. In the meantime, we continue to advance our two under-construction multifamily assets in National Landing, 1900 Crystal Drive and 2000/2001 South Bell Street, totaling 1,583 units. Our office portfolio occupancy as of December 31, 2022 increased by 220 basis points compared to December 31, 2021. Although new leasing has been slow to recover and will likely continue to lag due to delayed return-to-the office plans and decision-making related to future office utilization, we were able to execute 936,000 square feet of office leases during the year at our share, over 20% of which comprised new leases in National Landing. We have 739,700 square feet of office leases expiring in 2023 with another 40,400 square feet currently in month-to-month status. Our ability to renew or re-lease this space will impact our occupancy in 2023. Our multifamily portfolio occupancy as of December 31, 2022 increased by 180 basis points compared to December 31, 2021. For fourth quarter lease expirations, we increased rents by 9.7% upon renewal while achieving a 55.7% renewal rate across our portfolio. Operating Results Highlights of operating results for the year ended December 31, 2022 included: ● net income attributable to common shareholders of $85.4 million, or $0.70 per diluted common share, compared to a net loss attributable to common shareholders of $79.3 million, or $0.63 per diluted common share, for 2021; ● third-party real estate services revenue, including reimbursements, of $89.0 million compared to $114.0 million for 2021; ● operating commercial portfolio leased and occupied percentages at our share of 88.5% and 85.1% compared to 84.9% and 82.9% as of December 31, 2021; ● operating multifamily portfolio leased and occupied percentages (1) at our share of 94.5% and 93.6% compared to 93.6% and 91.8% as of December 31, 2021; ● the leasing of 936,000 square feet at our share, at an initial rent (2) of $46.41 per square foot and a GAAP-basis weighted average rent per square foot (3) of $45.44; and ● an increase in same store (4) NOI of 12.1% to $302.3 million compared to $269.7 million for 2021. (1) 2221 S. Clark Street - Residential and 900 W Street are excluded from leased and occupied percentages as they are operated as short-term rental properties. (2) Represents the cash basis weighted average starting rent per square foot, which excludes free rent and 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. (4) Includes the results of the properties that are owned, operated and 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. 44 Table of Contents Additionally, investing and financing activity during the year ended December 31, 2022 included: ● the acquisition of the remaining 50.0% ownership interest in 8001 Woodmont, a 322-unit multifamily asset in Bethesda, Maryland previously owned by an unconsolidated real estate venture, for a purchase price of $115.0 million, including the assumption of the $51.9 million mortgage loan at our share. The asset was encumbered by a $103.8 million mortgage loan. See Note 3 to the consolidated financial statements for additional information; ● the acquisition of the remaining 36.0% ownership interest in Atlantic Plumbing, a 310-unit multifamily asset in Washington, D.C. previously owned by an unconsolidated real estate venture, which was encumbered by a $100.0 million mortgage loan, for a purchase price of $19.7 million and our partner’s share of the working capital. See Note 3 to the consolidated financial statements for additional information; ● the sale of the Universal Buildings, Pen Place, a development parcel and a land option for an aggregate gross sales price of $435.4 million. See Note 3 to the consolidated financial statements for 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 5 to the consolidated financial statements for additional information; ● recognition of an aggregate gain of $6.8 million from the sale of various assets by our unconsolidated real estate ventures. See Note 5 to the consolidated financial statements for additional information; ● the acquisition of an additional 3.7% interest in The Wren, a multifamily asset owned by a consolidated real estate venture, for $9.5 million, increasing our ownership interest to 99.7%; ● 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 our $200.0 million Tranche A-1 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 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. See Note 9 to the consolidated financial statements for additional information; ● the amendment of our $200.0 million Tranche A-2 Term Loan to increase its borrowing capacity by $200.0 million. The incremental $200.0 million includes a delayed draw feature, of which $150.0 million was drawn in September 2022 with the remaining $50.0 million 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%, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets. See Note 9 to the consolidated financial statements for additional information; ● the repayment of the outstanding balance on our revolving credit facility totaling $300.0 million, 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; ● a new mortgage loan with a principal balance of $97.5 million collateralized by WestEnd25. The mortgage loan has a seven-year term and an interest rate of SOFR plus 1.45%. We also entered into an interest rate swap with a total notional value of $97.5 million, which effectively fixes SOFR at an average interest rate of 2.71% through the maturity date; ● the payment of dividends totaling $107.7 million and distributions to our noncontrolling interests of $16.4 million; ● the repurchase and retirement of 14.2 million of our common shares for $361.0 million, a weighted average purchase price per share of $25.49; and ● the investment of $326.7 million in development, construction in progress and real estate additions. Activity subsequent to December 31, 2022 included: ● a $187.6 million loan facility, collateralized by The Wren and F1RST Residences. The loan has a seven-year term and a fixed interest rate of 5.13%. This loan is the initial advance under a Fannie Mae multifamily credit facility, which provides flexibility for collateral substitutions, future advances tied to performance, ability to mix fixed and floating rates, as well as stagger maturities. Proceeds from the loan were used to repay the mortgage loan on 2121 Crystal Drive, which had a fixed interest rate of 5.51%. 45 Table of Contents Critical Accounting Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that in certain circumstances may significantly impact our financial results. These estimates are prepared using management's best judgment, after considering past and current events and economic conditions. In addition, certain information relied upon by management in preparing such estimates includes internally generated financial and operating information, external market information, when available, and when necessary, information obtained from consultations with third-party experts. Actual results could differ from these estimates. We consider an accounting estimate to be critical if changes in the estimate could have a material impact on our consolidated results of operations or financial condition. Our significant accounting policies are fully described in Note 2 to the consolidated financial statements; however, the most critical accounting estimates, which involve the use of judgments as to future uncertainties and, therefore, may result in actual amounts that differ from estimates, are as follows: Asset Acquisitions Description: We account for asset acquisitions, which includes the consolidation of previously unconsolidated real estate ventures, at cost, including transaction costs, plus the fair value of any assumed debt. We estimate the fair values of acquired assets and liabilities assumed based on our evaluation of information and estimates available at the date of acquisition. Based on these estimates, we allocate the purchase price, including all transaction costs related to the acquisition and any contingent consideration, to the identified assets acquired and liabilities assumed based on their relative fair value. Judgments and Uncertainties: Asset acquisitions primarily consist of buildings and land. The fair values of buildings are determined using the "as-if vacant" approach whereby we use discounted 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 buildings are the exit capitalization rate, discount rate, estimated market rents and hypothetical expected lease-up periods, when applicable. We assess the fair value of land based on market comparisons and development projects using an income approach of cost plus a margin. Sensitivity of Estimate to Change: While our methodology did not change in 2022, to the extent the estimates and assumptions in our discounted cash flow models used to value our buildings or our projections of land value change due to market conditions or other factors, our estimated fair values may be different and such differences could be material to our consolidated financial statements. Real Estate Description: Real estate is carried at cost, net of accumulated depreciation and amortization. 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. Judgments and Uncertainties: Our real estate and related intangible assets are reviewed for impairment whenever there are changes in circumstances or indicators that the carrying amount of the assets may not be recoverable. These indicators may include declining operating performance, below average occupancy, shortened anticipated holding periods, costs in excess of budgets for under-construction assets and other adverse changes. An impairment exists when the carrying amount of an asset exceeds the sum of the undiscounted 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, anticipated holding periods and available market information at the time the analyses are prepared. An impairment loss is recognized 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. Estimated fair values are calculated based on the following information in order of preference, dependent upon availability: (i) pending or executed agreements, (ii) market prices for comparable properties or (iii) the sum of discounted cash flows. Sensitivity of Estimate to Change: While our methodology did not change in 2022, if our estimates of future cash flows, anticipated holding periods, asset strategy or fair values change, based on market conditions, anticipated selling prices or 46 Table of Contents other factors, our evaluation of impairment losses may be different and such differences could be material to our consolidated 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. Longer anticipated 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 a shorter holding period, an impairment loss may be recognized, and such loss could be material. Investments in Real Estate Ventures Description: We use the equity method of accounting for investments in unconsolidated real estate ventures when we have significant influence, but do not have a controlling financial interest. Judgments and Uncertainties: On a periodic basis, we evaluate our investments in unconsolidated real estate ventures for impairment. An investment in a real estate venture is considered impaired if we determine that its fair value is less than the net carrying value of the investment in that real estate venture on an other-than-temporary basis. Cash flow projections for the investments consider property level factors such as expected future operating income, trends and prospects, anticipated holding periods, as well as the effects of demand, competition and other factors. We consider various qualitative factors to determine if a decrease in the value of our investment is other-than-temporary. These factors include the age of the venture, our intent and ability to retain our investment in the real estate venture, financial condition and long-term prospects of the real estate venture and relationships with our partners and banks. If we believe that the decline in the fair value of the investment is temporary, no impairment loss is recorded. If our analysis indicates that there is an other-than temporary impairment related to the investment in a particular real estate venture, the carrying value of the venture will be adjusted to an amount that reflects the estimated fair value of the investment. In the event our investment in a real estate venture is reduced to zero, and we are not obligated to provide for additional losses, have not guaranteed its obligations or otherwise committed to providing financial support, we will discontinue the equity method of accounting until such point that our share of net income equals the share of net losses not recognized during the period the equity method was suspended. Sensitivity of Estimate to Change: While our methodology did not change in 2022, if our cash flow projections or our evaluation of qualitative factors change, based on market conditions or other factors, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. Cash flow projections are subjective and are based, in part, on assumptions regarding expected future operating income, trends and prospects, anticipated holding periods, as well as the effects of demand, competition and other factors that could differ materially from actual results. If our assessment that an impairment is other-than-temporary changes, it could result in an impairment loss that could be material to our consolidated financial statements. Revenue Recognition Description: We have leases with various tenants across our portfolio of properties, which generate rental income and operating cash flows for our benefit. Property rental revenue includes base rent 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 lease. Judgments and Uncertainties: We periodically evaluate the collectability of amounts due from tenants and recognize an adjustment to property rental revenue for accounts receivable and deferred rent receivable if we conclude it is not probable we will collect the remaining lease payments under the lease agreements. We exercise judgment in assessing the probability of collection and consider payment history, current credit status and economic outlook in making this determination. Sensitivity of Estimate to Change: If the probability of collection changes, due to tenant creditworthiness, changes to tenant payment patterns or economic trends, our evaluation of collectability may be different and such differences could be material to our consolidated financial statements. 47 Table of Contents Recent Accounting Pronouncements See Note 2 to the consolidated financial statements for a description of recent accounting pronouncements. Results of Operations The following section discusses certain line items from our consolidated statements of operations and the year-to-year comparisons between 2022 and 2021. Discussions of the year-to-year comparisons between 2021 and 2020 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of Annual Report on Form 10-K for the year ended December 31, 2021 , filed with the SEC on February 22, 2022, which is incorporated herein by reference. In 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 2022, we acquired the remaining 36.0% ownership interest in Atlantic Plumbing and the remaining 50.0% ownership interest in 8001 Woodmont, which were previously owned by unconsolidated real estate ventures and consolidated upon acquisition. In November 2021, we acquired The Batley. Comparison of the Year Ended December 31, 2022 to 2021 The following summarizes certain line items from our consolidated statements of operations that we believe are important in understanding our operations and/or those items which significantly changed in the year ended December 31, 2022 compared to the same period in 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 % Change ​ (Dollars in thousands) Property rental revenue ​ $ 491,738 ​ $ 499,586 (1.6) % Third-party real estate services revenue, including reimbursements ​ 89,022 ​ 114,003 (21.9) % Depreciation and amortization expense ​ 213,771 ​ 236,303 (9.5) % Property operating expense ​ 150,004 ​ 150,638 (0.4) % Real estate taxes expense ​ 62,167 ​ 70,823 (12.2) % General and administrative expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate and other ​ 58,280 ​ 53,819 8.3 % Third-party real estate services ​ 94,529 ​ 107,159 (11.8) % Share-based compensation related to Formation Transaction and special equity awards ​ 5,391 ​ 16,325 (67.0) % Transaction and other costs ​ 5,511 ​ 10,429 (47.2) % Loss from unconsolidated real estate ventures, net ​ 17,429 ​ 2,070 742.0 % Interest and other income, net ​ 18,617 ​ 8,835 110.7 % Interest expense ​ 75,930 ​ 67,961 11.7 % Gain on the sale of real estate, net ​ 161,894 ​ 11,290 * ​ Impairment loss ​ ​ — ​ ​ 25,144 ​ (100.0) % * Not meaningful. Property rental revenue decreased by $7.8 million, or 1.6%, to $491.7 million in 2022 from $499.6 million in 2021. The decrease was primarily due to a $50.2 million decrease in revenue from our commercial assets, partially offset by a $40.2 million increase in revenue from our multifamily assets. The decrease in revenue from our commercial assets was primarily due to (i) a $55.4 million decrease related to the Disposed Properties and (ii) a $2.1 million decrease related to 2451 Crystal Drive due to construction management services provided to tenants in 2021, partially offset by (iii) a $3.5 million increase related to the commencement of a lease with Amazon at 2100 Crystal Drive and (iv) a $2.7 million increase related to increased occupancy and higher average daily rates at Crystal City Marriott. The increase in revenue from our multifamily assets was primarily due to (i) a $10.9 million increase related to higher occupancy at several recently developed properties (West Half, The Wren, 900 W Street and 901 W Street), (ii) a $10.5 million increase at RiverHouse, The Bartlett and 2221 S. Clark Street - Residential due to higher occupancy and rents (iii) a $9.7 million increase related to our acquisition of The Batley and (iv) a $6.6 million increase related to the consolidation of Atlantic Plumbing and 8001 Woodmont. 48 Table of Contents Third-party real estate services revenue, including reimbursements, decreased by $25.0 million, or 21.9%, to $89.0 million in 2022 from $114.0 million in 2021. The decrease was primarily due to (i) a $17.2 million decrease in development fees related to the timing of development projects, (ii) a $5.5 million decrease in reimbursement revenue due to the termination of a management agreement and fewer construction management projects, and (iii) a $2.3 million decrease in asset management fees due to the sale of assets within the JBG Legacy Funds. Depreciation and amortization expense decreased by $22.5 million, or 9.5%, to $213.8 million in 2022 from $236.3 million in 2021. The decrease was primarily due to a $33.3 million decrease related to the Disposed Properties and a $4.9 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 (i) an $8.0 million increase related to our acquisition of The Batley, (ii) a $5.9 million increase related to the consolidation of Atlantic Plumbing and 8001 Woodmont and (iii) a $1.8 million increase related to 2221 S. Clark Street – Office due to the amortization and disposal of certain tenant improvements. Property operating expense decreased by $634,000, or 0.4%, to $150.0 million in 2022 from $150.6 million in 2021. The decrease was primarily due to a $19.4 million decrease related to the Disposed Properties, partially offset by (i) a $10.9 million increase in property expenses across our portfolio, primarily related to higher repairs and maintenance, utilities, cleaning, insurance, and payroll, primarily due to higher tenant occupancy and rising costs, (ii) a $3.2 million increase related to our acquisition of The Batley, (iii) a $2.7 million increase related to the consolidation of Atlantic Plumbing and 8001 Woodmont, and (iv) a $2.0 million increase related to digital infrastructure initiatives in National Landing. Real estate tax expense decreased by $8.7 million, or 12.2%, to $62.2 million in 2022 from $70.8 million in 2021. The decrease was primarily due to a $9.0 million decrease related to the Disposed Properties. General and administrative expense: corporate and other increased by $4.5 million, or 8.3%, to $58.3 million in 2022 from $53.8 million in 2021. The increase was primarily due to higher compensation expenses. General and administrative expense: third-party real estate services decreased by $12.6 million, or 11.8%, to $94.5 million in 2022 from $107.2 million in 2021. The decrease was primarily due to a decrease in reimbursable and compensation expenses. General and administrative expense: share-based compensation related to Formation Transaction and special equity awards decreased by $10.9 million, or 67.0%, to $5.4 million in 2022 from $16.3 million in 2021. The decrease was primarily due to the graded vesting of certain awards issued in prior years, which resulted in lower expense as portions of the awards vested, and the recapture of expense from forfeited awards. Transaction and other costs of $5.5 million in 2022 consisted of (i) $2.7 million of expenses related to completed, potential and pursued transactions, (ii) $2.0 million of integration and severance costs, and (iii) $813,000 of demolition costs primarily related to 223 23 rd Street and 2250/2300 Crystal Drive. Transaction and other costs of $10.4 million in 2021 consisted of (i) $5.8 million of expenses related to completed, potential and pursued transactions, (ii) $3.6 million of demolition costs related to 2000/2001 South Bell Street and (iii) $1.0 million of integration and severance costs. Loss from unconsolidated real estate ventures increased by $15.4 million, or 742.0%, to $17.4 million for 2022 from $2.1 million in 2021. The increase was primarily due to a $21.5 million reduction in gains at our share from the sale of various assets in 2022 compared to 2021, partially offset by a $6.0 million decrease in impairment losses in 2022 compared to 2021. Interest and other income of $18.6 million in 2022 was primarily related to (i) a net realized gain of $12.3 million primarily from the sale of investments in equity securities, which had been carried at cost, during the first quarter of 2022, (ii) $3.2 million in interest income primarily on cash and cash equivalents and (iii) a $2.1 million unrealized gain related to equity investments carried at fair value. Interest and other income of $8.8 million in 2021 was primarily related to $4.5 million of business interruption insurance proceeds received for COVID-19 related losses and $3.6 million of net investment income from investment funds entered into in 2021. 49 Table of Contents Interest expense increased by $8.0 million, or 11.7%, to $75.9 million in 2022 from $68.0 million in 2021. The increase in interest expense was primarily due to (i) a $7.3 million increase due to new mortgage loans entered into at WestEnd25, 1225 S. Clark Street and 1215 S. Clark Street, (ii) a $5.1 million increase related to 4747 Bethesda Avenue and The Bartlett due to rising interest rates, (iii) a $2.6 million increase related to the consolidation of Atlantic Plumbing and 8001 Woodmont, (iv) a $2.0 million increase related to a higher average outstanding balance and higher interest rates on our revolving credit facility and (v) a $1.2 million increase related to additional draws on our term loans. The increase in interest expense was partially offset by a $6.7 million increase in the fair value of our interest rate caps as a result of rising interest rates and a $4.2 million increase in capitalized interest primarily related to 1900 Crystal Drive. Gain on the sale of real estate of $161.9 million in 2022 was primarily due to the sale of the Disposed Properties. Gain on the sale of real estate of $11.3 million in 2021 was based on the cash received and the remeasurement of our retained interest in the land we contributed to one of our unconsolidated real estate ventures. See Note 3 to the consolidated financial statements for additional information. Impairment loss of $25.1 million in 2021 was related to 7200 Wisconsin Avenue, RTC-West and a development parcel, which were written down to their estimated fair value and subsequently sold to an unconsolidated real estate venture in April 2022. FFO FFO is a non-GAAP financial measure computed in accordance with the definition established by Nareit in the Nareit FFO White Paper - 2018 Restatement. Nareit defines FFO as net income (loss) (computed in accordance with GAAP), excluding depreciation and amortization expense 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 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 compared to similar real estate companies because FFO excludes real estate depreciation and amortization expense, which implicitly assumes that the value of real estate diminishes predictably over time rather than fluctuating based on market conditions, and other non-comparable income and expenses. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income (loss) (computed in accordance with GAAP), as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures used by other companies. 50 Table of Contents The following is the reconciliation of net income (loss) attributable to common shareholders, the most directly comparable GAAP measure, to FFO: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ X 2022 2021 ​ 2020 ​ ​ (In thousands) Net income (loss) attributable to common shareholders ​ $ 85,371 ​ $ (79,257) ​ $ (62,303) Net income (loss) attributable to redeemable noncontrolling interests ​ 13,244 ​ (8,728) ​ (4,958) Net income (loss) attributable to noncontrolling interests ​ 371 ​ (1,740) ​ — Net income (loss) ​ 98,986 ​ (89,725) ​ (67,261) Gain on the sale of real estate, net of tax ​ (158,769) ​ (11,290) ​ (59,477) Gain on the sale of unconsolidated real estate assets ​ (6,797) ​ (28,326) ​ 2,126 Real estate depreciation and amortization ​ 204,752 ​ 227,424 ​ 211,455 Real estate impairment loss, net of tax (1) ​ ​ — ​ ​ 24,301 ​ ​ 7,805 Impairment related to unconsolidated real estate ventures (2) ​ 19,286 ​ 25,263 ​ ​ 6,522 Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures ​ 21,169 ​ 28,216 ​ 28,949 FFO attributable to noncontrolling interests ​ (735) ​ 1,522 ​ (9) FFO attributable to OP Units ​ 177,892 ​ 177,385 ​ 130,110 FFO attributable to redeemable noncontrolling interests ​ (21,846) ​ (18,034) ​ (14,163) FFO attributable to common shareholders ​ $ 156,046 ​ $ 159,351 ​ $ 115,947 (1) In connection with the preparation and review of our annual consolidated financial statements, we determined certain assets were impaired and recorded impairment losses for the years ended December 31, 2021 and 2020 totaling $25.1 million ($24.3 million net of tax) and $10.2 million (of which $7.8 million related to real estate). (2) Related to decreases in the value of the underlying real estate assets. NOI and Same Store NOI NOI is a non-GAAP financial measure management uses to assess an asset's performance. The most directly comparable GAAP measure is net income (loss) attributable to 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, net of free rent and payments associated with assumed lease liabilities) less operating expenses and ground rent for operating leases, if applicable. NOI also excludes deferred rent, related party management 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 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 expense 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 to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) attributable to common shareholders as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) attributable to common shareholders as an indication of our performance or to cash flows as a measure of liquidity or our ability to make distributions. Information provided on a same store basis includes the results of properties that are owned, operated and in-service for the entirety of both periods being compared, which excludes disposed properties or properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. During the year ended December 31, 2022, our same store pool decreased to 47 properties from 55 properties due to (i) the exclusion of The Alaire, The Terano, Galvan and The Gale Eckington, which were sold during the period, (ii) the exclusion of 2221 S. Clark 51 Table of Contents Street – Office, which was taken out of service, (iii) the exclusion of Universal Buildings, 7200 Wisconsin Avenue, 1730 M Street, RTC-West, Courthouse Plaza 1 and 2, which were sold to an unconsolidated real estate venture during the period and for which our investment in the venture was written down to zero and we have discontinued applying the equity method of accounting, (iv) the exclusion of the L’Enfant Plaza assets (L’Enfant Plaza Office – East, L’Enfant Plaza Office – North and L’Enfant Plaza Retail), assets owned through an unconsolidated real estate venture for which our investment in the venture was written down to zero and we have discontinued applying the equity method of accounting, and (v) the inclusion of West Half, 901 W Street, 900 W Street, 1770 Crystal Drive and 4747 Bethesda Avenue as they were in service for the entirety of the comparable periods. While there is judgment surrounding changes in designations, a property is removed from the same store pool when the property is considered to be 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 NOI. A development property or under-construction property 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. Same store NOI increased by $32.5 million, or 12.1%, to $302.3 million for the year ended December 31, 2022 from $269.7 million for the year ended December 31, 2021. The increase was substantially attributable to (i) higher occupancy and rents and lower concessions in our multifamily portfolio, (ii) higher occupancy and average daily rates at the Crystal City Marriott, (iii) an increase in parking revenue in our commercial portfolio and (iv) abatement burn-off at certain assets, partially offset by (v) higher utilities and cleaning expenses. 52 Table of Contents The following is the reconciliation of net income (loss) attributable to common shareholders to NOI and same store NOI: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 ​ ​ (Dollars in thousands) Net income (loss) attributable to common shareholders ​ $ 85,371 ​ $ (79,257) Add: ​ ​ ​ ​ ​ ​ Depreciation and amortization expense ​ 213,771 ​ 236,303 General and administrative expense: ​ ​ ​ ​ ​ ​ Corporate and other ​ 58,280 ​ 53,819 Third-party real estate services ​ 94,529 ​ 107,159 Share-based compensation related to Formation Transaction and special equity awards ​ 5,391 ​ 16,325 Transaction and other costs ​ 5,511 ​ 10,429 Interest expense ​ 75,930 ​ 67,961 Loss on the extinguishment of debt ​ 3,073 ​ — Impairment loss ​ ​ — ​ ​ 25,144 Income tax expense ​ 1,264 ​ 3,541 Net income (loss) attributable to redeemable noncontrolling interests ​ 13,244 ​ (8,728) Net income (loss) attributable to noncontrolling interests ​ ​ 371 ​ ​ (1,740) Less: ​ ​ ​ ​ ​ ​ Third-party real estate services, including reimbursements revenue ​ 89,022 ​ 114,003 Other revenue ​ 7,421 ​ 7,671 Loss from unconsolidated real estate ventures, net ​ (17,429) ​ (2,070) Interest and other income, net ​ 18,617 ​ 8,835 Gain on the sale of real estate, net ​ 161,894 ​ 11,290 Consolidated NOI ​ 297,210 ​ 291,227 NOI attributable to unconsolidated real estate ventures at our share ​ 26,861 ​ 29,232 Non-cash rent adjustments (1) ​ (17,442) ​ (15,539) Other adjustments (2) ​ 27,739 ​ 20,732 Total adjustments ​ 37,158 ​ 34,425 NOI ​ 334,368 ​ 325,652 Less: out-of-service NOI loss (3) ​ (4,849) ​ (6,382) Operating Portfolio NOI ​ 339,217 ​ 332,034 Non-same store NOI (4) ​ 36,962 ​ 62,293 Same store NOI (5) ​ $ 302,255 ​ $ 269,741 ​ ​ ​ ​ ​ ​ ​ Change in same store NOI ​ 12.1% ​ ​ ​ Number of properties in same store pool ​ 47 ​ ​ ​ (1) Adjustment to exclude straight-line rent, above/below market lease amortization and lease incentive 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. (3) Includes the results of our under-construction assets and assets in the development pipeline. (4) Includes the results of properties that were not in-service for the entirety of both periods being compared, including disposed properties, and properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. (5) Includes the results of the properties that are owned, operated and in-service for the entirety of both periods being 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 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. 53 Table of Contents 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 NOI of properties within each segment. 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 consolidated statements of operations. The following represents the components of revenue from our third-party asset management and real estate services business: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ X 2022 2021 ​ ​ (In thousands) Property management fees ​ $ 19,589 ​ $ 19,427 Asset management fees ​ 6,191 ​ 8,468 Development fees ​ 8,325 ​ 25,493 Leasing fees ​ 6,017 ​ 5,833 Construction management fees ​ 522 ​ 512 Other service revenue ​ 5,706 ​ 6,146 Third-party real estate services revenue, excluding reimbursements ​ 46,350 ​ 65,879 Reimbursement revenue (1) ​ 42,672 ​ 48,124 Third-party real estate services revenue, including reimbursements ​ ​ 89,022 ​ ​ 114,003 Third-party real estate services expenses ​ ​ 94,529 ​ ​ 107,159 Third-party real estate services revenue less expenses ​ $ (5,507) ​ $ 6,844 (1) Represents reimbursements 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. See discussion of third-party real estate services revenue, including reimbursements, and third-party real estate services expenses for the year ended December 31, 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 the other segment to better align with our internal reporting. 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 19 to the consolidated financial statements for the reconciliation of net income (loss) attributable to common shareholders to consolidated NOI for the years ended December 31, 2022 and 2021. The following is a summary of NOI by segment: 54 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ X 2022 2021 ​ ​ (In thousands) Property revenue: ​ ​ ​ Commercial ​ $ 318,485 ​ $ 364,621 Multifamily ​ 180,925 ​ 140,333 Other (1) ​ 9,971 ​ 7,734 Total property revenue ​ 509,381 ​ 512,688 ​ ​ ​ ​ ​ ​ ​ Property expense: ​ ​ Commercial ​ 124,173 ​ 148,668 Multifamily ​ 82,597 ​ 72,734 Other (1) ​ 5,401 ​ 59 Total property expense ​ 212,171 ​ 221,461 ​ ​ ​ ​ ​ ​ ​ Consolidated NOI: ​ ​ Commercial ​ 194,312 ​ 215,953 Multifamily ​ 98,328 ​ 67,599 Other (1) ​ 4,570 ​ 7,675 Consolidated NOI ​ $ 297,210 ​ $ 291,227 (1) Includes activity related to development assets and corporate entities, and the elimination of intersegment activity. Comparison of the Year Ended December 31, 2022 to 2021 Commercial: Property revenue decreased by $46.1 million, or 12.7%, to $318.5 million in 2022 from $364.6 million in 2021. Consolidated NOI decreased by $21.6 million, or 10.0%, to $194.3 million in 2022 from $216.0 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 and higher average daily rates, and an increase in parking revenue driven by an increase in both contract and transient parking. Multifamily: Property revenue increased by $40.6 million, or 28.9%, to $180.9 million in 2022 from $140.3 million in 2021. Consolidated NOI increased by $30.7 million, or 45.5%, to $98.3 million in 2022 from $67.6 million in 2021. The increases in property revenue and consolidated NOI were due to our acquisition of The Batley in November 2021, the consolidation of Atlantic Plumbing and 8001 Woodmont in 2022, and higher occupancy and rental rates across the portfolio. The increase in consolidated NOI was partially offset by an increase in operating costs. Liquidity and Capital Resources Property rental revenue is our primary source of operating cash flow and depends on many factors including occupancy levels and rental rates, as well as our tenants' ability to pay rent. In addition, our third-party asset management and real estate services business provides fee-based real estate services to the WHI, the JBG Legacy Funds and other third parties. Our assets provide 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 and LTIP Units. Other sources of liquidity to fund cash requirements include proceeds from financings, recapitalizations, asset sales and the issuance and sale of securities. We anticipate that cash flows from continuing operations and proceeds from financings, recapitalizations and asset sales, 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 and LTIP Units over the next 12 months. 55 Table of Contents Financing Activities The following is a summary of mortgage loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ ​ ​ ​ ​ Effective December 31, ​ Interest Rate (1) 2022 2021 ​ ​ ​ ​ (In thousands) Variable rate (2) 5.21% ​ $ 892,268 ​ $ 867,246 Fixed rate (3) 4.44% ​ 1,009,607 ​ 921,013 Mortgage loans ​ ​ 1,901,875 ​ 1,788,259 Unamortized deferred financing costs and premium/discount, net (4) ​ ​ (11,701) ​ (10,560) Mortgage loans, net ​ ​ ​ $ 1,890,174 ​ $ 1,777,699 (1) Weighted average effective interest rate as of December 31, 2022. (2) Includes variable rate mortgage loans with interest rate cap agreements. For mortgage loans with interest rate caps, the weighted average interest rate cap strike is 2.64%, and the weighted average maturity date of the interest rate caps is September 27, 2023. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of December 31, 2022, one-month LIBOR was 4.39% and one-month term SOFR was 4.36%, as applicable. (3) Includes variable rate mortgage loans with interest rates fixed by interest rate swap agreements . (4) As of December 31, 2022 and 2021, excludes $2.2 million and $6.4 million of net deferred financing costs related to unfunded mortgage loans that were included in "Other assets, net." As of December 31, 2022 and 2021, the net carrying value of real estate collateralizing our mortgage loans totaled $2.2 billion and $1.8 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. Certain mortgage loans are recourse to us. See Note 20 to the consolidated financial statements for additional information. In August 2022, we entered into a mortgage loan with a principal balance of $97.5 million collateralized by WestEnd25. The mortgage loan has a seven-year term and an interest rate of SOFR plus 1.45%. We also entered into an interest rate swap with a total notional value of $97.5 million, which effectively fixes SOFR at an average interest rate of 2.71% through the maturity date. During the year ended December 31, 2021, we entered into two separate mortgage loans with an aggregate principal balance of $190.0 million, collateralized by 1225 S. Clark Street and 1215 S. Clark Street. In January 2023, we entered into a $187.6 million loan facility, collateralized by The Wren and F1RST Residences. The loan has a seven-year term and a fixed interest rate of 5.13%. This loan is the initial advance under a Fannie Mae multifamily credit facility, which provides flexibility for collateral substitutions, future advances tied to performance, ability to mix fixed and floating rates, as well as stagger maturities. Proceeds from the loan were used to repay the mortgage loan on 2121 Crystal Drive, which had a fixed interest rate of 5.51%. As of December 31, 2022 and 2021, we had various interest rate swap and cap agreements on certain of our mortgage loans with an aggregate notional value of $1.3 billion. See Note 18 for additional information. Credit Facility As of December 31, 2022, our $1.6 billion credit facility consisted of a $1.0 billion revolving credit facility maturing in January 2025, a $200.0 million Tranche A-1 Term Loan maturing in January 2025, and a $400.0 million Tranche A-2 Term Loan maturing in January 2028, of which $50.0 million remains available to be borrowed until July 2023. 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 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. 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 term SOFR. 56 Table of Contents 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 delayed draw feature, of which $150.0 million was drawn in September 2022 with the remaining $50.0 million 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%, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets. We entered into two interest rate swaps that were effective September 2022 with a total notional value of $150.0 million, which effectively fix SOFR at a weighted average interest rate of 2.15% through the maturity date. We also entered into two forward-starting interest rate swaps that will be effective July 2024 with a total notional value of $200.0 million, which will effectively fix SOFR at a weighted average interest rate of 2.80% 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. The following is a summary of amounts outstanding under the credit facility: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective ​ December 31, ​ Interest Rate (1) 2022 2021 ​ ​ ​ ​ (In thousands) Revolving credit facility (2) (3) 5.51% ​ $ — ​ $ 300,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ Tranche A-1 Term Loan (4) 2.61% ​ $ 200,000 ​ $ 200,000 Tranche A-2 Term Loan (4) 3.40% ​ 350,000 ​ 200,000 Unsecured term loans ​ ​ 550,000 ​ 400,000 Unamortized deferred financing costs, net ​ ​ (2,928) ​ (1,336) Unsecured term loans, net ​ ​ ​ $ 547,072 ​ $ 398,664 (1) Effective interest rate as of December 31, 2022. The interest rate for the revolving credit facility excludes a 0.15% facility fee. (2) As of December 31, 2022, one-month term SOFR was 4.36%. As of December 31, 2022 and 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 December 31, 2022 and 2021, excludes net deferred financing costs related to our revolving credit facility of $3.3 million and $5.0 million that were included in "Other assets, net." (4) As of December 31, 2022 and 2021, the outstanding balance was fixed by interest rate swap agreements. As of December 31, 2022, the interest rate swaps fix SOFR at a weighted average interest rate of 1.46% for the Tranche A-1 Term Loan and 2.15% for the Tranche A-2 Term Loan. As of December 31, 2022, we had debt with a principal balance totaling $692.7 million and hedging arrangements with a notional value totaling $1.0 billion that use LIBOR as a reference rate. On November 30, 2020, the United Kingdom regulator announced its intentions to cease the publication of 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, 2023 publications. Though an alternative reference rate for LIBOR, the 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. Common Shares Repurchased In March 2020, our Board of Trustees authorized the repurchase of up to $500.0 million of our outstanding common shares, which it increased to an aggregate of $1.0 billion in June 2022. During the year ended December 31, 2022, we repurchased and retired 14.2 million common shares for $361.0 million, a weighted average purchase price per share of $25.49. During the year ended December 31, 2021, we repurchased and retired 5.4 million common shares for $157.7 million, a weighted 57 Table of Contents average purchase price per share of $29.34. Since we began the share repurchase program, we have repurchased and retired 23.3 million common shares for $623.5 million, a weighted average purchase price per share of $26.74. 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 are to fund: ● normal recurring expenses; ● debt service and principal repayment obligations, including balloon payments on maturing debt — As of December 31, 2022, we had $275.1 million on a consolidated basis and $297.2 million at our share of mortgage loans scheduled to mature in 2023; ● capital expenditures, including major renovations, tenant improvements and leasing costs — As of December 31, 2022, we had committed tenant-related obligations totaling $62.3 million ($60.4 million related to our consolidated entities and $1.9 million related to our unconsolidated real estate ventures at our share); ● development expenditures — As of December 31, 2022, we had assets under construction that, based on our current plans and estimates, require an additional $403.5 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 December 15, 2022, our Board of Trustees declared a quarterly dividend of $0.225 per common share, which was paid on January 12, 2023; ● possible common share repurchases and ● possible acquisitions of properties, either directly or indirectly through the acquisition of equity interests. We expect to satisfy these requirements using one or more of the following: ● cash and cash equivalents — As of December 31, 2022, we had cash and cash equivalents of $241.1 million; ● cash flows from operations; ● distributions from real estate ventures; ● borrowing capacity under our current credit facility — As of December 31, 2022, we had $1.0 billion of availability under our credit facility, including $50.0 million undrawn under our Tranche A-2 Term Loan; and ● proceeds from financings, asset sales and recapitalizations. While we do not expect the need to do so during the next 12 months, we also can issue securities to raise funds. The following is a summary of our material cash requirements as of December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total 2023 2024 2025 2026 2027 Thereafter ​ (In thousands) Material cash requirements (principal and interest): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Debt obligations (1) (2) ​ $ 2,945,998 ​ $ 383,770 ​ $ 224,374 ​ $ 679,768 ​ $ 270,725 ​ $ 400,912 ​ $ 986,449 Operating leases (3) ​ 6,151 ​ 1,102 ​ 1,163 ​ 1,227 ​ 1,294 ​ 1,365 ​ — Other ​ 1,655 ​ 1,391 ​ 260 ​ 4 ​ — ​ — ​ — Total material cash requirements (4) ​ $ 2,953,804 ​ $ 386,263 ​ $ 225,797 ​ $ 680,999 ​ $ 272,019 ​ $ 402,277 ​ $ 986,449 58 Table of Contents (1) Interest was computed giving effect to interest rate hedges. One-month LIBOR of 4.39% or one-month term SOFR of 4.36% was applied to loans, as applicable which are variable (no hedge) or variable with an interest rate cap. Additionally, we assumed no additional borrowings on construction loans. (2) Excludes our proportionate share of unconsolidated real estate venture indebtedness. See additional information in Unconsolidated Real Estate Ventures section below. (3) We have operating lease right-of-use assets and lease liabilities associated with various ground leases for which we are the lessee in our consolidated balance sheet. See Note 20 to the consolidated financial statements for additional information. (4) Excludes obligations related to construction or development contracts totaling $403.5 million since payments are only due upon satisfactory performance under the contracts. Also excludes committed tenant-related obligations totaling $62.3 million ($60.4 million related to our consolidated entities and $1.9 million related to our unconsolidated real estate ventures at our share) as timing and amounts of payments are uncertain and may only be due upon satisfactory performance of certain conditions. See Commitments and Contingencies section below for additional information. Summary of Cash Flows The following summary discussion of our cash flows is based on our consolidated statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 ​ ​ (In thousands) Net cash provided by operating activities ​ $ 178,037 ​ $ 217,622 Net cash provided by (used in) investing activities ​ 524,021 ​ (368,741) Net cash (used in) provided by financing activities ​ (730,080) ​ 189,878 ​ Cash Flows for the Year Ended December 31, 2022 Cash and cash equivalents, and restricted cash decreased $28.0 million to $274.1 million as of December 31, 2022, compared to $302.1 million as of December 31, 2021. This decrease resulted from $730.1 million of net cash used in financing activities, partially offset by $524.0 million of net cash provided by investing activities and $178.0 million of net cash provided by operating activities. Our outstanding debt was $2.5 billion as of December 31, 2022 and 2021. Net cash provided by operating activities of $178.0 million primarily comprised: (i) $181.9 million of net income (before $244.8 million of non-cash items and a $161.9 million gain on the sale of real estate), (ii) $11.4 million of return on capital from unconsolidated real estate ventures and (iii) $15.2 million of net change in operating assets and liabilities. Non-cash income adjustments of $244.8 million primarily include depreciation and amortization expense, share-based compensation expense, deferred rent, loss from unconsolidated real estate ventures, net income from investments, amortization of lease incentives and other non-cash items. Net cash provided by investing activities of $524.0 million comprised: (i) $928.9 million of proceeds from the sale of real estate; (ii) $59.7 million of distributions of capital from unconsolidated real estate ventures and (iii) $19.0 million of proceeds from the sale of investments, partially offset by (iv) $326.7 million of development costs, construction in progress and real estate additions, (v) $91.6 million of investments in unconsolidated real estate ventures and other investments and (vi) $65.3 million for the acquisition of real estate. Net cash used in financing activities of $730.1 million primarily comprised: (i) $400.0 million of repayments of our revolving credit facility, (ii) $361.0 million of common shares repurchased, (iii) $270.7 million of repayments of mortgage loans, (iv) $107.7 million of dividends paid to common shareholders, (v) $16.4 million of distributions to redeemable noncontrolling interests and (vi) $9.5 million related to the redemption of our partner’s noncontrolling interest, partially offset by (vii) $179.7 million of borrowings under mortgage loans, (viii) $150.0 million of borrowings under our unsecured term loan, (ix) $100.0 million of proceeds from borrowings under our revolving credit facility and (x) $9.4 million of contributions from noncontrolling interests. Unconsolidated Real Estate Ventures We consolidate entities in which 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. 59 Table of Contents As of December 31, 2022, we have investments in unconsolidated real estate ventures totaling $299.9 million. For 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 real estate ventures, see Note 5 to the consolidated financial statements. 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 (i) guarantee portions of the principal, interest and other amounts in connection with borrowings, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with borrowings 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 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. 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 December 31, 2022, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures and other investments totaling $62.8 million. As of December 31, 2022, we had no principal payment guarantees related to our unconsolidated real estate ventures. We evaluate reconsideration events as we become aware of them. Reconsideration events include, among other criteria, amendments to real estate venture agreements or changes in the capital requirements of the real estate venture. A reconsideration event could cause us to consolidate an unconsolidated real estate venture or deconsolidate a consolidated entity. Commitments and Contingencies Insurance We maintain general liability insurance with limits of $150.0 million per occurrence and in the aggregate, and property and rental value insurance coverage with limits of $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. These policies are partially reinsured by 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. Our debt, consisting of mortgage loans secured by our properties, a revolving credit facility and unsecured term loans, 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 cost in the future. If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance or refinance our properties. Construction Commitments As of December 31, 2022, we had assets under construction that will, based on our current plans and estimates, require an additional $403.5 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 and sales, and available cash. 60 Table of Contents Other As of December 31, 2022, we had committed tenant-related obligations totaling $62.3 million ($60.4 million related to our consolidated entities and $1.9 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. 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 December 31, 2022, the aggregate amount of principal payment guarantees was $8.3 million for our consolidated entities. In connection with the Formation Transaction, we have a 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 against any taxes and related amounts and costs resulting from a violation by us of the 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 that real estate. These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous or toxic substances. The costs of remediation or removal of these substances may be substantial, and the presence of these substances, or the failure to promptly remediate these substances, may adversely affect the owner's ability to sell the real estate or to borrow using the real estate as collateral. In connection with the ownership and operation of our assets, we may be potentially liable for these 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. The release of these hazardous materials and wastes could result in us incurring liabilities to remediate any resulting contamination. The presence of contamination or the 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 property damage), (ii) subject our properties to 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 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 may not be responsible for remediating contamination that has migrated onsite from an identifiable and viable offsite source, the 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 the cleanup of those sites if they become contaminated. Most of our assets have been subject to environmental assessments that are intended to evaluate the environmental condition of the assets. These environmental assessments generally have included a historical review, a public records review, a visual inspection of the site and surrounding assets, visual or historical evidence of 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 as a result of redevelopment. The tests 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 appropriate actions. 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, 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 61 Table of Contents in Note 20 to the consolidated financial statements, environmental liabilities totaled $18.0 million and $18.2 million as of December 31, 2022 and 2021, and are included in "Other liabilities, net" in our consolidated balance sheets. ITEM 7A. 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. The following is a summary of our exposure to a change in interest rates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mortgage loans: ​ ​ ​ ​ ​ ​ ​ Variable rate (1) ​ $ 892,268 ​ 5.21% ​ ​ $ 2,528 ​ $ 867,246 2.01% ​ Fixed rate (2) ​ 1,009,607 ​ 4.44% ​ ​ — ​ 921,013 4.32% ​ ​ ​ $ 1,901,875 ​ ​ ​ ​ ​ $ 2,528 ​ $ 1,788,259 ​ ​ ​ Credit facility: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving credit facility (3) ​ $ — ​ 5.51% ​ ​ $ — ​ $ 300,000 1.15% ​ Tranche A-1 Term Loan (4) ​ 200,000 ​ 2.61% ​ ​ — ​ 200,000 2.59% ​ Tranche A-2 Term Loan (4) ​ 350,000 ​ 3.40% ​ ​ — ​ 200,000 2.49% ​ ​ ​ $ 550,000 ​ ​ ​ ​ ​ $ — ​ $ 700,000 ​ ​ ​ Pro rata share of debt of unconsolidated real estate ventures (contractual balances): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Variable rate (1) ​ $ 22,065 ​ 6.45% ​ ​ $ 166 ​ $ 281,608 2.56% ​ Fixed rate (2) ​ 33,000 ​ 4.13% ​ ​ — ​ 91,653 4.49% ​ ​ ​ $ 55,065 ​ ​ ​ ​ ​ $ 166 ​ $ 373,261 ​ ​ ​ (1) Includes variable rate mortgage loans with interest rate cap agreements. For mortgage loans with interest rate caps, the weighted average interest rate cap strike is 2.64%, and the weighted average maturity date of the interest rate caps is September 28, 2023. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of December 31, 2022, one-month LIBOR was 4.39% and one-month term SOFR was 4.36%, as applicable. The impact of these interest rate caps is reflected in our calculation of the annual effect of a 1% change in base rates. (2) Includes variable rate mortgage loans with interest rates fixed by interest rate swap agreements. (3) As of December 31, 2022, one-month term SOFR was 4.36%. The interest rate for the revolving credit facility excludes a 0.15% facility fee. (4) As of December 31, 2022 and 2021, the outstanding balance was fixed by interest rate swap agreements. As of December 31, 2022, the interest rate swaps fix SOFR at a weighted average interest rate of 1.46% for the Tranche A-1 Term Loan and 2.15% for the Tranche A-2 Term Loan. The fair value of our mortgage loans is estimated by discounting the future contractual cash flows of these instruments using current 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 December 31, 2022 and 2021, the estimated fair value of our consolidated debt was $2.4 billion and $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. 62 Table of Contents 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. Derivative Financial Instruments Designated as Effective Hedges Certain derivative financial instruments, consisting of interest rate swap and cap agreements, are cash flow hedges that are designated as effective hedges, and are carried at their estimated fair value on a recurring 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 consolidated balance sheets and is subsequently reclassified into "Interest expense" in our consolidated 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 December 31, 2022 and 2021, we had interest rate swap and cap agreements with an aggregate notional value of $1.4 billion 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 $53.5 million and $393,000 as of December 31, 2022 and 2021 included in "Other assets, net" in our consolidated balance sheets, and liabilities totaling $18.4 million as of December 31, 2021, included in "Other liabilities, net" in our consolidated balance sheet. Derivative Financial Instruments Designated as Ineffective Hedges Certain derivative financial instruments, consisting of interest rate 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 are recorded in "Interest expense" in our consolidated statements of operations. As of December 31, 2022 and 2021, we had various interest rate cap agreements with an aggregate notional value of $711.8 million and $867.7 million, which were designated as ineffective hedges. The fair value of our interest rate caps designated as ineffective hedges consisted of assets totaling $8.1 million and $558,000 as of December 31, 2022 and 2021, included in "Other assets, net" in our consolidated balance sheets. ​ ​ 63 Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ ​ ​ ​ TABLE OF CONTENTS ​ ​ ​ Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) ​ 65 Consolidated Balance Sheets as of December 31, 2022 and 2021 ​ 68 Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 ​ 69 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2022, 2021 and 2020 ​ 70 Consolidated Statements of Equity for the years ended December 31, 2022, 2021 and 2020 ​ 71 Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 ​ 72 Notes to Consolidated Financial Statements ​ 74 ​ ​ ​ ​ 64 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Trustees of JBG SMITH Properties Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of JBG SMITH Properties and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Real Estate – Impairment Indicators - Refer to Note 2 to the consolidated financial statements Critical Audit Matter Description The Company has real estate which is required to be evaluated for impairment. An impairment exists when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. The Company evaluates real estate assets for impairment whenever there are changes in circumstances or indicators that the carrying amount of the asset may not be recoverable. These indicators may include declining operating 65 Table of Contents performance, below average occupancy, shortened anticipated holding periods, and other adverse changes. At December 31, 2022, the carrying value of the Company's real estate assets, net, was approximately $4.82 billion . Given the Company's evaluation of possible indications of impairment of real estate assets requires management to make significant judgments, including anticipated holding periods, performing audit procedures to evaluate whether management appropriately identified events or changes in circumstances indicating that the carrying amounts of real estate assets may not be recoverable required an increased extent of effort and high degree of auditor judgment. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the evaluation of real estate assets for possible indications of impairment included the following, among others: ● We tested the effectiveness of controls over management's review of impairment indicators, which include assessing possible circumstances that could indicate that the carrying amounts of real estate assets are not recoverable. ● We evaluated the reasonableness of management's judgments by: – Testing real estate assets for possible indications of impairment, including searching for adverse asset-specific and/or market conditions. – Inquiring of management and reading business performance reports and board minutes to identify properties that should be evaluated for shortened anticipated holding periods. – Developing an expectation of assets for which impairment indicators are identified in management's analysis. Investments in Unconsolidated Real Estate Ventures - Refer to Notes 2 and 5 to the consolidated financial statements Critical Audit Matter Description The Company has investments in real estate ventures which are required to be evaluated for consolidation, including determining whether each entity is a variable interest entity ("VIE"). If it is determined that an entity is a VIE in which it has a variable interest, the Company assesses whether it is the primary beneficiary of the VIE to determine whether it should be consolidated. If it is determined that a real estate venture is not a VIE, then the determination as to whether the Company consolidates the entity is based on whether it has a controlling financial interest in the real estate venture, which is based on voting interests and the degree of influence the Company has over the real estate venture. In April 2022, the Company entered into an agreement to form a real estate venture (the "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 million comprising four commercial assets. The Company acquired a 33.5% equity interest in the Venture. The Venture was determined not to be a VIE and, therefore, was evaluated under the voting interest model, under which the Company determined it does not have a controlling financial interest and therefore does not consolidate the Venture. Given the complexities associated with accounting for the Company’s interest in the Venture, and the related management judgments to determine whether the Venture is a VIE or whether the Company has a controlling financial interest, performing audit procedures to evaluate these conclusions required an increased extent of audit effort, including the involvement of professionals in our firm having expertise in consolidation accounting. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s judgments to determine whether the Venture is a VIE and, if not, whether the Company has a controlling financial interest included the following, among others: ● We tested the effectiveness of the controls over management’s judgments to determine whether the Venture is a VIE and, if not, whether the Company’s has a controlling financial interest under the voting interest model. 66 Table of Contents ● We evaluated the appropriateness of the Company’s accounting conclusions upon formation of the Venture by: – With the assistance of professionals in our firm having expertise in consolidation accounting, reading the operating agreements and other related documents, including operating budgets and mortgage loan agreements, to evaluate the risks that the Venture was designed to pass onto its members and management’s conclusion that the Venture was not a VIE. – Performing corroborating management inquiries and inspecting relevant agreements, to understand the Venture’s voting interests and participating rights of the members, in order to evaluate the Company’s conclusion as to whether it has a controlling financial interest that should be consolidated. ​ /s/ Deloitte & Touche LLP McLean, Virginia February 21, 2023 We have served as the Company's auditor since 2016. ​ 67 Table of Contents JBG SMITH PROPERTIES Consolidated Balance Sheets (In thousands, except par value amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 ASSETS ​ ​ Real estate, at cost: ​ ​ Land and improvements ​ $ 1,302,569 ​ $ 1,378,218 Buildings and improvements ​ 4,310,821 ​ 4,513,606 Construction in progress, including land ​ 544,692 ​ 344,652 ​ ​ 6,158,082 ​ 6,236,476 Less: accumulated depreciation ​ ( 1,335,000 ) ​ ( 1,368,003 ) Real estate, net ​ 4,823,082 ​ 4,868,473 Cash and cash equivalents ​ 241,098 ​ 264,356 Restricted cash ​ 32,975 ​ 37,739 Tenant and other receivables ​ 56,304 ​ 44,496 Deferred rent receivable ​ 170,824 ​ 192,265 Investments in unconsolidated real estate ventures ​ 299,881 ​ 462,885 Intangible assets, net ​ ​ 162,246 ​ ​ 201,956 Other assets, net ​ 117,028 ​ 240,160 Assets held for sale ​ — ​ 73,876 TOTAL ASSETS ​ $ 5,903,438 ​ $ 6,386,206 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY ​ Liabilities: ​ ​ Mortgage loans, net ​ $ 1,890,174 ​ $ 1,777,699 Revolving credit facility ​ — ​ 300,000 Unsecured term loans, net ​ 547,072 ​ 398,664 Accounts payable and accrued expenses ​ 138,060 ​ 106,136 Other liabilities, net ​ 132,710 ​ 342,565 Total liabilities ​ 2,708,016 ​ 2,925,064 Commitments and contingencies ​ ​ Redeemable noncontrolling interests ​ 481,310 ​ 522,725 Shareholders' equity: ​ ​ Preferred shares, $ 0.01 par value - 200,000 shares authorized; none issued ​ — ​ — Common shares, $ 0.01 par value - 500,000 shares authorized; 114,013 and 127,378 shares issued and outstanding as of December 31, 2022 and 2021 ​ 1,141 ​ 1,275 Additional paid-in capital ​ 3,263,738 ​ 3,539,916 Accumulated deficit ​ ( 628,636 ) ​ ( 609,331 ) Accumulated other comprehensive income (loss) ​ 45,644 ​ ( 15,950 ) Total shareholders' equity of JBG SMITH Properties ​ 2,681,887 ​ 2,915,910 Noncontrolling interests ​ 32,225 ​ 22,507 Total equity ​ 2,714,112 ​ 2,938,417 TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY ​ $ 5,903,438 ​ $ 6,386,206 ​ See accompanying notes to the consolidated financial statements. ​ 68 Table of Contents JBG SMITH PROPERTIES Consolidated Statements of Operations (In thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 ​ 2020 REVENUE ​ ​ ​ ​ ​ Property rental ​ $ 491,738 ​ $ 499,586 ​ $ 458,958 Third-party real estate services, including reimbursements ​ 89,022 ​ 114,003 ​ 113,939 Other revenue ​ 25,064 ​ 20,773 ​ 29,826 Total revenue ​ 605,824 ​ 634,362 ​ 602,723 EXPENSES ​ ​ ​ ​ Depreciation and amortization ​ 213,771 ​ 236,303 ​ 221,756 Property operating ​ 150,004 ​ 150,638 ​ 145,625 Real estate taxes ​ 62,167 ​ 70,823 ​ 70,958 General and administrative: ​ ​ ​ ​ Corporate and other ​ 58,280 ​ 53,819 ​ 46,634 Third-party real estate services ​ 94,529 ​ 107,159 ​ 114,829 Share-based compensation related to Formation Transaction and special equity awards ​ 5,391 ​ 16,325 ​ 31,678 Transaction and other costs ​ 5,511 ​ 10,429 ​ 8,670 Total expenses ​ 589,653 ​ 645,496 ​ 640,150 OTHER INCOME (EXPENSE) ​ ​ ​ Loss from unconsolidated real estate ventures, net ​ ( 17,429 ) ​ ( 2,070 ) ​ ( 20,336 ) Interest and other income (loss), net ​ 18,617 ​ 8,835 ​ ( 625 ) Interest expense ​ ( 75,930 ) ​ ( 67,961 ) ​ ( 62,321 ) Gain on the sale of real estate, net ​ 161,894 ​ 11,290 ​ 59,477 Loss on the extinguishment of debt ​ ( 3,073 ) ​ — ​ ( 62 ) Impairment loss ​ ​ — ​ ​ ( 25,144 ) ​ ​ ( 10,232 ) Total other income (expense) ​ 84,079 ​ ( 75,050 ) ​ ( 34,099 ) INCOME (LOSS) BEFORE INCOME TAX (EXPENSE) BENEFIT ​ 100,250 ​ ( 86,184 ) ​ ​ ( 71,526 ) Income tax (expense) benefit ​ ( 1,264 ) ​ ( 3,541 ) ​ 4,265 NET INCOME (LOSS) ​ 98,986 ​ ( 89,725 ) ​ ( 67,261 ) Net (income) loss attributable to redeemable noncontrolling interests ​ ( 13,244 ) ​ 8,728 ​ 4,958 Net (income) loss attributable to noncontrolling interests ​ ( 371 ) ​ 1,740 ​ — NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS ​ $ 85,371 ​ $ ( 79,257 ) ​ $ ( 62,303 ) EARNINGS (LOSS) PER COMMON SHARE - BASIC AND DILUTED ​ $ 0.70 ​ $ ( 0.63 ) ​ $ ( 0.49 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED ​ 119,005 ​ 130,839 ​ 133,451 ​ See accompanying notes to the consolidated financial statements. ​ 69 Table of Contents JBG SMITH PROPERTIES Consolidated Statements of Comprehensive Income (Loss) (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 ​ 2020 NET INCOME (LOSS) ​ $ 98,986 ​ $ ( 89,725 ) ​ $ ( 67,261 ) OTHER COMPREHENSIVE INCOME (LOSS): ​ ​ ​ Change in fair value of derivative financial instruments ​ 67,576 ​ 11,326 ​ ( 38,137 ) Reclassification of net income on derivative financial instruments from accumulated other comprehensive income (loss) into interest expense ​ 2,574 ​ 15,378 ​ 11,912 Total other comprehensive income (loss) ​ 70,150 ​ 26,704 ​ ( 26,225 ) COMPREHENSIVE INCOME (LOSS) ​ 169,136 ​ ( 63,021 ) ​ ( 93,486 ) Net (income) loss attributable to redeemable noncontrolling interests ​ ( 13,244 ) ​ 8,728 ​ 4,958 Net (income) loss attributable to noncontrolling interests ​ ​ ( 371 ) ​ ​ 1,740 ​ ​ — Other comprehensive (income) loss attributable to redeemable noncontrolling interests ​ ( 8,411 ) ​ ( 2,675 ) ​ 2,990 Other comprehensive income attributable to noncontrolling interests ​ ​ ( 145 ) ​ ​ — ​ ​ — COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO JBG SMITH PROPERTIES ​ $ 146,965 ​ $ ( 55,228 ) ​ $ ( 85,538 ) ​ See accompanying notes to the consolidated financial statements. ​ 70 Table of Contents JBG SMITH PROPERTIES Consolidated Statements of Equity (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, 2019 134,148 ​ ​ 1,342 ​ ​ 3,633,042 ​ ​ ( 231,164 ) ​ ​ ( 16,744 ) ​ ​ 201 ​ ​ 3,386,677 Net loss attributable to common shareholders and noncontrolling interests — ​ — ​ — ​ ( 62,303 ) ​ — ​ — ​ ​ ( 62,303 ) Conversion of common limited partnership units ("OP Units") to common shares 1,338 ​ 13 ​ 47,504 ​ — ​ — ​ — ​ ​ 47,517 Common shares repurchased ​ ( 3,776 ) ​ ​ ( 37 ) ​ ​ ( 104,737 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 104,774 ) Common shares issued pursuant to Employee Share Purchase Plan ("ESPP") ​ 68 ​ ​ 1 ​ ​ 2,241 ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,242 Dividends declared on common shares ($ 0.90 per common share) ​ — ​ ​ — ​ ​ — ​ ​ ( 119,477 ) ​ ​ — ​ ​ — ​ ​ ( 119,477 ) Distributions to noncontrolling interests — ​ — ​ — ​ — ​ — ​ ( 34 ) ​ ​ ( 34 ) Redeemable noncontrolling interests redemption value adjustment and other comprehensive loss allocation — ​ — ​ 79,593 ​ — ​ 2,990 ​ — ​ ​ 82,583 Other comprehensive loss — ​ — ​ — ​ — ​ ( 26,225 ) ​ — ​ ​ ( 26,225 ) 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 ​ — ​ — ​ — ​ ( 79,257 ) ​ ​ — ​ ( 1,740 ) ​ ( 80,997 ) Conversion of OP Units to common shares ​ 906 ​ 9 ​ 29,625 ​ — ​ ​ — ​ — ​ 29,634 Common shares repurchased ​ ( 5,370 ) ​ ​ ( 54 ) ​ ​ ( 157,632 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 157,686 ) Common shares issued pursuant to employee incentive compensation plan and ESPP ​ 64 ​ ​ 1 ​ ​ 2,426 ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,427 Dividends declared on common shares ($ 0.90 per common share) ​ — ​ ​ — ​ ​ — ​ ​ ( 117,130 ) ​ ​ — ​ ​ — ​ ​ ( 117,130 ) Contributions from noncontrolling interests, net ​ — ​ — ​ — ​ — ​ ​ — ​ 24,080 ​ 24,080 Redeemable noncontrolling interests redemption value adjustment and other comprehensive income allocation ​ — ​ — ​ 7,854 ​ — ​ ​ ( 2,675 ) ​ — ​ 5,179 Other comprehensive income ​ — ​ — ​ — ​ — ​ ​ 26,704 ​ — ​ 26,704 BALANCE AS OF DECEMBER 31, 2021 ​ 127,378 ​ ​ 1,275 ​ ​ 3,539,916 ​ ​ ( 609,331 ) ​ ​ ( 15,950 ) ​ ​ 22,507 ​ ​ 2,938,417 Net income attributable to common shareholders and noncontrolling interests ​ — ​ — ​ — ​ 85,371 ​ ​ — ​ 371 ​ 85,742 Conversion of OP Units to common shares ​ 701 ​ 7 ​ 16,697 ​ — ​ ​ — ​ — ​ 16,704 Common shares repurchased ​ ( 14,151 ) ​ ​ ( 142 ) ​ ​ ( 360,900 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 361,042 ) Common shares issued pursuant to employee incentive compensation plan and ESPP ​ 85 ​ ​ 1 ​ ​ 2,661 ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,662 Dividends declared on common shares ($ 0.90 per common share) ​ — ​ ​ — ​ ​ — ​ ​ ( 104,676 ) ​ ​ — ​ ​ — ​ ​ ( 104,676 ) Contributions from noncontrolling interests, net ​ — ​ — ​ — ​ — ​ ​ — ​ 9,202 ​ 9,202 Redeemable noncontrolling interests redemption value adjustment and other comprehensive income allocation ​ — ​ — ​ 65,364 ​ — ​ ​ ( 8,411 ) ​ — ​ 56,953 Other comprehensive income ​ — ​ — ​ — ​ — ​ ​ 70,150 ​ — ​ 70,150 Other comprehensive income attributable to noncontrolling interests ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 145 ) ​ ​ 145 ​ ​ — BALANCE AS OF DECEMBER 31, 2022 ​ 114,013 ​ $ 1,141 ​ $ 3,263,738 ​ $ ( 628,636 ) ​ $ 45,644 ​ $ 32,225 ​ $ 2,714,112 ​ See accompanying notes to the consolidated financial statements . ​ 71 Table of Contents JBG SMITH PROPERTIES Consolidated Statements of Cash Flows (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 OPERATING ACTIVITIES: ​ ​ ​ Net income (loss) ​ $ 98,986 ​ $ ( 89,725 ) ​ $ ( 67,261 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: ​ ​ ​ Share-based compensation expense ​ 41,272 ​ 51,551 ​ 66,051 Depreciation and amortization expense, including amortization of deferred financing costs ​ 217,841 ​ 240,454 ​ 225,597 Deferred rent ​ ( 23,602 ) ​ ( 21,964 ) ​ ( 20,084 ) Loss from unconsolidated real estate ventures, net ​ 17,429 ​ 2,070 ​ 20,336 Amortization of market lease intangibles, net ​ ( 1,127 ) ​ ( 1,189 ) ​ ( 442 ) Amortization of lease incentives ​ 7,734 ​ 7,973 ​ 6,603 Loss on the extinguishment of debt ​ 3,073 ​ — ​ 62 Impairment loss ​ ​ — ​ ​ 25,144 ​ ​ 10,232 Gain on the sale of real estate, net ​ ( 161,894 ) ​ ( 11,290 ) ​ ( 59,477 ) Loss on operating lease and other receivables ​ 2,160 ​ 2,595 ​ 25,805 Income from investments, net ​ ​ ( 14,488 ) ​ ​ ( 3,620 ) ​ ​ — Return on capital from unconsolidated real estate ventures ​ 11,407 ​ 15,912 ​ 4,302 Other non-cash items ​ ( 5,517 ) ​ ( 922 ) ​ 4,326 Changes in operating assets and liabilities: ​ ​ ​ ​ Tenant and other receivables ​ ( 13,154 ) ​ 8,812 ​ ( 9,231 ) Other assets, net ​ ( 10,737 ) ​ ( 12,780 ) ​ ( 11,075 ) Accounts payable and accrued expenses ​ ( 1,282 ) ​ 8,700 ​ 591 Other liabilities, net ​ 9,936 ​ ( 4,099 ) ​ ( 27,314 ) Net cash provided by operating activities ​ 178,037 ​ 217,622 ​ 169,021 INVESTING ACTIVITIES: ​ ​ ​ Development costs, construction in progress and real estate additions ​ ( 326,741 ) ​ ( 173,177 ) ​ ( 307,497 ) Acquisition of real estate ​ ( 65,302 ) ​ ( 208,342 ) ​ ( 45,688 ) Deposits for real estate and other acquisitions ​ — ​ — ​ ( 25,424 ) Proceeds from the sale of real estate ​ 928,908 ​ 14,370 ​ 154,493 Proceeds from the sale of investments ​ ​ 19,030 ​ ​ — ​ ​ — Distributions of capital from unconsolidated real estate ventures ​ 59,717 ​ 40,188 ​ 71,065 Investments in unconsolidated real estate ventures and other investments ​ ( 91,591 ) ​ ( 41,780 ) ​ ( 14,639 ) Net cash provided by (used in) investing activities ​ 524,021 ​ ( 368,741 ) ​ ( 167,690 ) FINANCING ACTIVITIES: ​ ​ ​ Borrowings under mortgage loans ​ 179,744 ​ 190,000 ​ 580,105 Borrowings under revolving credit facility ​ 100,000 ​ 300,000 ​ 500,000 Borrowings under unsecured term loans ​ 150,000 ​ — ​ 100,000 Repayments of mortgage loans ​ ( 270,676 ) ​ ( 5,611 ) ​ ( 104,083 ) Repayments of revolving credit facility ​ ( 400,000 ) ​ — ​ ( 700,000 ) Debt issuance and modification costs ​ ( 5,137 ) ​ ( 6,610 ) ​ ( 14,856 ) Redemption of partner's noncontrolling interest ​ ( 9,531 ) ​ — ​ ​ — Finance lease payments ​ — ​ ( 19,970 ) ​ ( 3,531 ) Proceeds from common shares issued pursuant to ESPP ​ 1,458 ​ 1,594 ​ 1,715 Common shares repurchased ​ ​ ( 361,042 ) ​ ​ ( 157,686 ) ​ ​ ( 104,774 ) Dividends paid to common shareholders ​ ( 107,688 ) ​ ( 118,115 ) ​ ( 120,011 ) Distributions to redeemable noncontrolling interests ​ ( 16,409 ) ​ ( 17,804 ) ​ ( 15,030 ) Distributions to noncontrolling interests ​ ​ ( 182 ) ​ ​ ( 46 ) ​ ​ ( 46 ) Contributions from noncontrolling interests ​ ​ 9,383 ​ ​ 24,126 ​ ​ — Net cash provided by (used in) financing activities ​ ( 730,080 ) ​ 189,878 ​ 119,489 Net (decrease) increase in cash and cash equivalents, and restricted cash ​ ( 28,022 ) ​ 38,759 ​ 120,820 Cash and cash equivalents, and restricted cash, beginning of period ​ 302,095 ​ 263,336 ​ 142,516 Cash and cash equivalents, and restricted cash, end of period ​ $ 274,073 ​ $ 302,095 ​ $ 263,336 ​ See accompanying notes to the consolidated financial statements. 72 Table of Contents JBG SMITH PROPERTIES Consolidated Statements of Cash Flows (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD: ​ ​ Cash and cash equivalents ​ $ 241,098 ​ $ 264,356 ​ $ 225,600 Restricted cash ​ 32,975 ​ 37,739 ​ 37,736 Cash and cash equivalents, and restricted cash ​ $ 274,073 ​ $ 302,095 ​ $ 263,336 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION: ​ ​ Cash paid for interest (net of capitalized interest of $ 10,888 , $ 6,734 and $ 13,189 in 2022, 2021 and 2020) ​ $ 71,861 ​ $ 61,928 ​ $ 56,961 Accrued capital expenditures included in accounts payable and accrued expenses ​ 73,612 ​ 43,290 ​ 43,188 Write-off of fully depreciated assets ​ 19,794 ​ 61,123 ​ 30,798 Cash paid (received) for income taxes ​ 1,205 ​ 815 ​ ( 1,187 ) Deconsolidation of real estate asset ​ — ​ 26,476 ​ — Accrued dividends to common shareholders ​ 25,653 ​ 28,665 ​ 29,650 Accrued distributions to redeemable noncontrolling interests ​ 3,968 ​ 3,938 ​ 4,425 Conversion of OP Units to common shares ​ 16,704 ​ 29,634 ​ 47,517 Derecognition of operating lease right-of-use assets ​ ​ — ​ ​ ( 1,596 ) ​ ​ ( 13,151 ) Derecognition of liabilities related to operating lease right-of-use assets ​ ​ — ​ ​ ( 1,587 ) ​ ​ ( 13,151 ) (Derecognition) recognition of finance lease right-of-use assets ​ ( 179,668 ) ​ 139,507 ​ 42,354 (Derecognition) recognition of liabilities related to finance lease right-of-use assets ​ ( 163,586 ) ​ 141,574 ​ 40,684 Cash paid for amounts included in the measurement of lease liabilities for operating leases ​ 1,906 ​ 2,295 ​ 5,201 Deferred purchase price related to acquisition ​ ​ — ​ ​ — ​ ​ 19,479 ​ See accompanying notes to the consolidated financial statements . ​ 73 Table of Contents JBG SMITH PROPERTIES Notes to Consolidated Financial Statements 1. Organization and Basis of Presentation Organization JBG SMITH Properties ("JBG SMITH"), a Maryland real estate investment trust ("REIT"), 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, which is anchored by four key demand drivers: Amazon.com, Inc.'s ("Amazon") new headquarters, which is being developed by us; Virginia Tech's under-construction $ 1 billion Innovation Campus; the submarket’s proximity to the Pentagon; and our deployment of next-generation public and private 5G digital infrastructure. 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, 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 December 31, 2022, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 88.3 % 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: (i) 10.0 % subordinated interest in one commercial building, (ii) 33.5 % subordinated interest in four commercial buildings and (iii) 49.0 % interest in three commercial buildings, as well as the associated non-recourse mortgage loans, held through unconsolidated real estate ventures; these interests and debt are excluded because 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 we 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 Realty Trust's ("Vornado") Washington, D.C. segment. On July 18, 2017, we acquired the management business and certain assets and liabilities of JBG (the "Combination"). The Separation and the Combination are collectively referred to as the "Formation Transaction." As of December 31, 2022, our Operating Portfolio consisted of 51 operating assets comprising 31 commercial assets totaling 9.7 million square feet ( 8.4 million square feet at our share), 18 multifamily assets totaling 6,756 units ( 6,755 units at our share) and two wholly owned land assets for which we are the ground lessor. Additionally, we have two under-construction multifamily assets totaling 1,583 units ( 1,583 units at our share) and 20 assets in the development pipeline totaling 12.5 million square feet ( 9.7 million square feet at our share) of estimated potential development density. We derive our revenue primarily from leases with commercial and multifamily tenants, 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, our third-party asset management and real estate services business provides fee-based real estate services. Only the U.S. federal government accounted for 10% or more of our rental revenue, which consists of property rental and other property revenue, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ ​ (Dollars in thousands) Rental revenue from the U.S. federal government ​ $ 75,516 ​ $ 83,256 ​ $ 84,086 ​ Percentage of commercial segment rental revenue ​ 23.7 % 22.8 % 24.3 % Percentage of rental revenue ​ 14.8 % 16.2 % 17.8 % ​ 74 Table of Contents Basis of Presentation The accompanying consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All intercompany transactions and balances have been eliminated. The accompanying consolidated financial statements include our accounts and those of our wholly owned subsidiaries and consolidated variable interest entities ("VIEs"), including JBG SMITH LP. See Note 6 for additional information on our VIEs. 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 consolidated financial statements. Reclassification ​ Intangible assets totaling $ 202.0 million were reclassified from "Other assets, net" to "Intangible assets, net" in our balance sheet as of December 31, 2021 to present intangible assets separately from other assets, which is consistent with our current year presentation. 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Asset Acquisitions We account for asset acquisitions, which includes the consolidation of previously unconsolidated real estate ventures, at cost, including transaction costs, plus the fair value of any assumed debt. We estimate the fair values of acquired tangible assets (consisting of real estate, tenant and other receivables, and other assets, as applicable), identified intangible assets and liabilities (consisting of in-place leases and above- and below-market leases, as applicable), assumed debt and other liabilities, and noncontrolling interests, as applicable, based on our evaluation of information and estimates available at the date of acquisition. Based on these estimates, we allocate the purchase price, including all transaction costs related to the acquisition and any contingent consideration, to the identified assets acquired and liabilities assumed based on their relative fair value. The results of operations of acquisitions are prospectively included in our consolidated financial statements beginning with the date of the acquisition. The fair values of buildings are determined using the "as-if vacant" approach whereby we use discounted 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 buildings are the exit capitalization rate, discount rate, estimated market rents and hypothetical expected lease-up periods, when applicable. We assess the fair value of land based on market comparisons and development projects using an income approach of cost plus a margin. 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 lease) 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 lease intangible assets in "Intangible assets, net" in our consolidated balance sheets, and amounts allocated to below-market leases are recorded as lease intangible liabilities in "Other liabilities, net" in our consolidated balance sheets. These intangibles are amortized 75 Table of Contents to "Property rental revenue" in our consolidated statements of operations over the remaining terms of the respective leases; and ● Factors considered in determining the value allocable to in-place leases during hypothetical lease-up periods related to space that is leased at the time of acquisition include: (i) lost rent and operating cost recoveries during the hypothetical lease-up period and (ii) theoretical leasing commissions required to execute similar leases. These intangible assets are recorded as lease intangible assets in "Intangible assets, net" in our consolidated balance sheets and are amortized to "Depreciation and amortization expense" in our consolidated statements of operations over the remaining term of the existing lease. Real Estate Real estate is carried at cost, net of accumulated depreciation and amortization. Maintenance and repairs are expensed as incurred and are included in "Property operating expenses" in our consolidated statements of operations. 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 ends when the asset is ready for its intended use, but no later than one year from substantial completion of major construction activities, at which point the costs associated with a property are allocated to its various components. Depreciation and amortization expense require an estimate of the useful life of each property and improvement. Depreciation and amortization expense are recognized on a straight-line basis over estimated useful lives, which range from three to 40 years . Tenant improvements are amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the tenant improvements. When assets are sold or retired, their costs and related accumulated depreciation are removed from the accounts with the resulting gains or losses reflected in net income (loss) for the period. Construction in progress, including land, is carried at cost, and no depreciation is recorded. Real estate undergoing significant renovations and improvements is considered to be under development. All direct and indirect costs related to development activities are capitalized into "Construction in progress, including land" in our consolidated balance sheets, except for certain demolition costs, which are expensed as incurred. Direct development 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. 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. If the property is encumbered by specific debt, we will capitalize both the interest incurred applicable to that debt and additional interest expense using our weighted average borrowing rate for any accumulated expenditures in excess of the principal balance of the debt encumbering the property. 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 activities. Our real estate and related intangible assets are reviewed for impairment whenever there are changes in circumstances or indicators that the carrying amount of the assets may not be recoverable. These indicators may include declining operating performance, below average occupancy, shortened anticipated holding periods, costs in excess of budgets for under-construction assets and other adverse changes. An impairment exists when the carrying amount of an asset exceeds the sum of the undiscounted 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, anticipated holding periods and available market information at the time the analyses are prepared. Longer anticipated holding periods for real estate assets directly reduce the likelihood of recording an impairment loss. An impairment loss is recognized 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. Estimated fair values are calculated based on the following information in order of preference, dependent upon availability: (i) pending or executed agreements, (ii) market prices for comparable properties or (iii) the sum of discounted cash flows. If our estimates of future cash flows, anticipated holding periods, asset strategy or fair values change, based on market conditions, anticipated selling prices or other factors, our evaluation of impairment losses may be different and such differences could be material to our consolidated 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. 76 Table of Contents Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with a purchase date life to maturity of three months or less and are carried at cost, which approximates fair value due to their short-term maturities. Restricted Cash Restricted cash consists primarily of proceeds from property dispositions held in escrow, security deposits held on behalf of our tenants and cash escrowed under loan agreements for debt service, real estate taxes, property insurance and capital improvements. Investments in Real Estate Ventures We analyze each real estate venture 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 whether the entity is 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. If it is determined that an entity is a VIE in which we have a variable interest, we assess whether we are the primary beneficiary of the VIE to determine whether it should be consolidated. We will consolidate a VIE if we are the primary beneficiary of the VIE, which entails having the power to direct the activities that most significantly impact the VIE's economic performance. We are not the primary beneficiary of a VIE when we do not have voting control, lack the power to direct the activities that most significantly impact the entity's economic performance, or the limited partners (or non-managing members) have substantive participatory rights. If it is determined that the real estate venture is not a VIE, then the determination as to whether we consolidate is based on whether we have a controlling financial interest in the real estate venture, which is based on our voting interests and the degree of influence we have over the real estate venture. Management uses judgment when determining if we are the primary beneficiary of a VIE or have a controlling financial interest in a real estate venture determined not to be a VIE. Factors considered in determining whether we have the power to direct the activities that most significantly impact the entity's economic performance include voting rights, involvement in day-to-day capital and operating decisions, and the extent of our involvement in the entity. We use the equity method of accounting for investments in unconsolidated real estate ventures when we have significant influence but are not the primary beneficiary of a VIE or do not have a controlling financial interest in a real estate venture determined not to be a VIE. Significant influence is typically indicated through ownership of 20% or more of the voting interests. Under the equity method, we record our investments in these entities in "Investments in unconsolidated real estate ventures" in our consolidated balance sheets, and our proportionate share of earnings or losses earned by the real estate venture is recognized in "Loss from unconsolidated real estate ventures, net" in the accompanying consolidated statements of operations. We earn revenue from the management services we provide to unconsolidated real estate ventures. 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" in our consolidated statements of operations when earned. Our proportionate share of related expenses is recognized in "Loss from unconsolidated real estate ventures, net" in our consolidated statements of operations. We may also earn incremental promote distributions if certain financial return benchmarks are achieved upon ultimate disposition of the underlying properties. Promote revenue is recognized when certain earnings events have occurred, and the amount of revenue is determinable and collectible. Any promote revenue is reflected in "Loss from unconsolidated real estate ventures, net" in our consolidated statements of operations. In the event our investment in a real estate venture is reduced to zero, and we are not obligated to provide for additional losses, have not guaranteed its obligations or otherwise committed to providing financial support, we will discontinue the equity method of accounting until such point that our share of net income equals the share of net losses not recognized during the period the equity method was suspended. 77 Table of Contents With regard to distributions from unconsolidated real estate ventures, we use the information that is available to us to determine the nature of the underlying activity that generated the distributions. Using the nature of distribution approach, cash flows generated from the operations of an unconsolidated real estate venture are classified as a return on investment (cash inflow from operating activities) and cash flows from property sales, debt refinancing or sales of our investments are classified as a return of investment (cash inflow from investing activities). On a periodic basis, we evaluate our investments in unconsolidated real estate ventures for impairment. An investment in a real estate venture is considered impaired if we determine that its fair value is less than the net carrying value of the investment in that real estate venture on an other-than-temporary basis. Cash flow projections for the investments consider property level factors such as expected future operating income, trends and prospects, anticipated holding periods, as well as the effects of demand, competition and other factors. We consider various qualitative factors to determine if a decrease in the value of our investment is other-than-temporary. These factors include the age of the venture, our intent and ability to retain our investment in the real estate venture, financial condition and long-term prospects of the real estate venture and relationships with our partners and banks. If we believe that the decline in the fair value of the investment is temporary, no impairment loss is recorded. If our analysis indicates that there is an other-than temporary impairment related to the investment in a particular real estate venture, the carrying value of the venture will be adjusted to an amount that reflects the estimated fair value of the investment. Intangibles Intangible assets primarily consist of: (i) in-place leases, below-market ground rent obligations, and above-market real estate leases that were recorded in connection with the acquisition of properties and (ii) management and leasing contracts and options to enter into ground leases that were acquired in the Combination. Intangible liabilities consist of above-market ground rent obligations and below-market real estate leases that are also recorded in connection with the acquisition 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. 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. Intangible assets also include the wireless spectrum licenses we acquired. While the licenses are issued for ten years , as long as we act within the requirements and constraints of the regulatory authorities, the renewal and extension of these licenses is reasonably certain at minimal cost, which would be capitalized as part of the asset. Accordingly, we have concluded that the licenses are indefinite-lived intangible assets. Investments Investments in equity securities without readily determinable fair values are carried at cost. Investments in investment funds without readily determinable fair values that qualify for the net asset value ("NAV") practical expedient are carried at fair value based on their reported NAV. Investments in equity securities and investment funds are included in "Other assets, net" in our consolidated balance sheets. Realized and unrealized gains and losses are included in "Interest and other income (loss), net" in our consolidated statements of operations. Assets Held for Sale Assets, primarily consisting of real estate, are classified as held for sale when all the necessary criteria are met. The criteria include: (i) management, having the authority to approve action, commits to a plan to sell the property in its present condition, (ii) the sale of the property is at a price reasonable in relation to its current fair value and (iii) the sale is probable and expected to be completed within one year. Real estate held for sale is carried at the lower of carrying amounts or estimated fair value less disposal costs. Depreciation and amortization expense is not recognized on real estate classified as held for sale. 78 Table of Contents Deferred Costs Deferred leasing costs include direct and incremental costs incurred in the successful negotiation of leases, including leasing commissions and other costs, which are deferred and amortized on a straight-line basis over the corresponding lease term. Unamortized leasing costs are charged to expense upon the early termination of the lease. Deferred financing costs consist of loan issuance costs directly related to financing transactions that are deferred and amortized over the term of the related loan as a component of interest expense. Unamortized deferred financing costs related to our mortgage loans and unsecured term loans 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. Noncontrolling Interests We identify our noncontrolling interests separately in our consolidated balance sheets. Amounts of consolidated net income (loss) attributable to redeemable noncontrolling interests and to the noncontrolling interests in consolidated subsidiaries are presented separately in our consolidated statements of operations. Redeemable Noncontrolling Interests - Redeemable noncontrolling interests primarily consists of OP Units issued in conjunction with the Formation Transaction and LTIP Units issued to employees. Redeemable noncontrolling interests are generally redeemable at the option of the holder for our common shares, or cash at our election, subject to certain limitations, and are presented in the mezzanine section between total liabilities and shareholders' equity in our consolidated balance sheets. The carrying amount of 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." See Note 12 for additional information. Noncontrolling Interests - Noncontrolling interests represents the portion of equity that we do not own in entities we consolidate, including interests in consolidated real estate ventures. Derivative Financial Instruments and Hedge Accounting Derivative financial instruments are used at times to manage exposure to variable interest rate risk. Derivative financial instruments are recognized as either assets or liabilities and are measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. Derivative Financial Instruments Designated as Effective Hedges - Certain derivative financial instruments, consisting of interest rate swap and cap agreements, are cash flow hedges that are designated as effective hedges, and are carried at their estimated fair value on a recurring 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 consolidated balance sheets and is subsequently reclassified into "Interest expense" in our consolidated 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. Derivative instruments and hedging activities require management to make judgments on the nature of its derivatives and their effectiveness as hedges. These judgments determine if the changes in fair value of the derivative instruments are reported in our consolidated statements of operations, or in our consolidated statements of comprehensive income (loss). Derivative Financial Instruments Designated as Ineffective Hedges - Certain derivative financial instruments, consisting of interest rate 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 are recorded in "Interest expense" in our consolidated statements of operations. 79 Table of Contents Fair Value of Assets and Liabilities Accounting Standards Codification ("ASC") 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). 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. Investments that are valued using NAV as a practical expedient are excluded from the fair value hierarchy disclosures. Revenue Recognition We have leases with various tenants across our portfolio of properties, which generate rental income and operating cash flows for our benefit. Through these leases, we provide tenants with the right to control the use of our real estate, which tenants agree to use and control. The right to control our real estate conveys to our tenants substantially all of the economic benefits and the right to direct how and for what purpose the real estate is used throughout the period of use, thereby meeting the definition of a lease. Leases will be classified as either operating, sales-type or direct finance leases based on whether the lease is structured in effect as a financed purchase. Property rental revenue includes base rent 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 lease. When a renewal option is included within the lease, we assess whether the option is reasonably certain of being exercised against relevant economic factors to determine whether the option period should be included as part of the lease term. Further, property rental revenue includes tenant reimbursement revenue from the recovery of all or a portion of the operating expenses and real estate taxes of the respective assets. Tenant reimbursements, which vary each period, are non-lease components that are not the predominant activity within the contract. We have elected the practical expedient that allows us to combine certain lease and non-lease components of our operating leases. Non-lease components are recognized together with fixed base rent in "Property rental revenue," as variable lease income in the same periods as the related expenses are incurred. Certain commercial leases may also provide for the payment by the lessee of additional rents based on a percentage of sales, which are recorded as variable lease income in the period the additional rents are earned. We commence rental revenue recognition when the tenant takes possession of the leased space or controls the physical use of the leased space and when 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 rental revenue on a straight-line basis over the term of the lease commencing when the tenant takes possession of the space. Differences between rental revenue recognized and amounts due under the respective lease agreements are recorded as an increase or decrease to "Deferred rent receivable" in our consolidated balance sheets. Property rental revenue also includes the amortization or accretion of acquired above-and below-market leases. We periodically evaluate the collectability of amounts due from tenants and recognize an adjustment to property rental revenue for accounts receivable and deferred rent receivable if we conclude it is not probable we will collect the remaining lease payments under the lease agreements. Any changes to the provision for lease revenue determined to be not probable of collection are included in "Property rental revenue" in our consolidated statements of operations. We exercise judgment in assessing the probability of collection and consider payment history, current credit status and economic outlook in making this determination. 80 Table of Contents Third-party real estate services revenue, including reimbursements, includes property and asset management fees, and transactional fees for leasing, acquisition, development and construction, financing, and legal services. These fees are determined in accordance with the terms specific to each arrangement and are recognized as the related services are performed. Development fees are earned from providing services to third-party property owners and our unconsolidated real estate ventures. The performance obligations associated with our development services contracts are satisfied over time and we recognize our development fee revenue using a time-based measure of progress over the course of the development project due to the stand-ready nature of the promised services. The transaction prices for our performance obligations are variable based on the costs ultimately incurred to develop the underlying assets and are estimated based on their expected value. Our transaction prices, and the corresponding recognition of revenue, are constrained such that a significant reversal of revenue is not probable when the variability is subsequently resolved. Judgments impacting the timing and amount of revenue recognized from our development services contracts include the determination of the nature and number of performance obligations within a contract, estimates of total development project costs, from which the fees are typically derived, the application of a constraint to our transaction price and estimates of the period of time over which the development services are expected to be performed, which is the period over which the revenue is recognized. We recognize development fees earned from unconsolidated real estate venture projects to the extent of our venture partners' ownership interest. 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 ventures and other third parties, including amounts paid to third-party contractors for construction projects that we manage. We allocate personnel and other overhead costs using estimates of the time spent performing services for our third-party real estate services and other allocation methodologies. Lessee Accounting We are obligated under non-cancellable operating and finance leases, including ground leases on certain of our properties with terms extending through the year 2027. When a renewal option is included within a lease, we assess whether the option is reasonably certain of being exercised against relevant economic factors to determine whether the option period should be included as part of the lease term. Lease payments associated with renewal periods that we are reasonably certain will be exercised are included in the measurement of the corresponding lease liability and right-of-use asset. Lease expense for our operating leases is recognized on a straight-line basis over the expected lease term and is included in our consolidated statements of operations in "Property operating expenses." Amortization of the right-of-use asset associated with a finance lease is recognized on a straight-line basis over the expected lease term and is included in our consolidated statements of operations in "Depreciation and amortization expense" with the related interest on our outstanding lease liability included in "Interest expense." Certain lease agreements include variable lease payments that, in the future, will vary based on changes in inflationary measures, market rates or our share of expenditures of the leased premises. Such variable payments are recognized in lease expense in the period in which the variability is determined. Certain lease agreements may also include various non-lease components that primarily relate to property operating expenses associated with our office leases, which also vary each period. We have elected the practical expedient which allows us to combine lease and non-lease components for our ground and office leases and recognize variable non-lease components in lease expense when incurred. We discount our future lease payments for each lease to calculate the related lease liability using an estimated incremental borrowing rate computed based on observable corporate borrowing rates reflective of the general economic environment, taking into consideration our creditworthiness and various financing and asset specific considerations, adjusted to approximate a secured borrowing for the lease term. We made a policy election to forgo recording right-of-use assets and the related lease liabilities for leases with initial terms of 12 months or less. Income Taxes We have elected to be taxed as a REIT under sections 856-860 of the 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 its 81 Table of Contents 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, Vornado operated as a REIT and distributed 100% of its REIT taxable income to its shareholders; accordingly, no provision for federal income taxes has been made in the accompanying consolidated financial statements for the periods prior to the Separation. We currently adhere and intend to continue to adhere to these requirements and to maintain our REIT status in future periods. As a REIT, we can reduce our taxable income by distributing all or a portion of such taxable income 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 and such other factors as our Board of Trustees deems relevant. We also participate in the activities conducted by our subsidiary entities 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 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 our consolidated financial statements, which will result in taxable or deductible amounts in the future. We provide for a valuation allowance for deferred income tax assets if we believe all or some portion of the deferred tax asset may not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances that causes a change in the estimated ability to realize the related deferred tax asset is included in deferred tax benefit (expense). ASC 740 ("Topic 740"), Income Taxes, provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in our consolidated financial statements. Topic 740 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. Earnings (Loss) Per Common Share Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding during the period. Unvested share-based compensation awards that entitle holders to receive non-forfeitable distributions are considered participating securities. Consequently, we are required to apply the two-class method of computing basic and diluted earnings (loss) 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. Distributions to participating securities in excess of their allocated income or loss are shown as a reduction to net income (loss) attributable to common shareholders. Diluted earnings (loss) per common share reflects the potential dilution of the assumed exchange of various unit and share-based compensation awards into common shares to the extent they are dilutive. Share-Based Compensation The fair value of share-based compensation awards granted to our trustees, management or employees is determined, depending on the type of award, using the Monte Carlo or Black-Scholes methods, which is intended to estimate the fair value of the awards at the grant date using dividend yields, expected volatilities that are primarily based on available implied data and peer group companies' historical data and post-vesting restriction periods. 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 is based on the fair value of our common shares at the date of the grant and is recognized ratably over the vesting period using a graded vesting attribution model. Compensation expense for share-based compensation awards made to retirement eligible employees is recognized over a six-month period after the grant date or over the remaining period until they become retirement eligible. We account for forfeitures as they occur. Distributions paid on 82 Table of Contents unvested OP Units and LTIP Units are recorded to "Redeemable noncontrolling interests" in our consolidated balance sheets. Distributions paid on unvested Restricted Share Units ("RSUs") are recorded to "Additional paid-in capital" in our consolidated balance sheets. Recent Accounting Pronouncements Reference Rate Reform In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform ("Topic 848"), which was amended in December 2022 by ASU 2022-06, Reference Rate Reform (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 through December 31, 2024 as reference rate reform activities occur. During the year ended December 31, 2022, we elected to apply the hedge accounting expedients that allows us to (i) continue to amortize previously deferred gains and losses in accumulated other comprehensive income (loss) related to terminated hedges into earnings in accordance with the underlying hedged forecasted transactions, (ii) modify loan agreements to replace the reference rate without treating the change as a contract modification and (iii) modify the reference rate of the hedging instruments without it being considered a change in critical terms requiring redesignation. We have 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. Application of these expedients preserves the past presentation of our derivatives. 3. Acquisitions, Dispositions and Assets Held for Sale Acquisitions In October 2022, we acquired the remaining 50.0 % ownership interest in 8001 Woodmont, a 322 -unit multifamily asset in Bethesda, Maryland previously owned by an unconsolidated real estate venture, for a purchase price of $ 115.0 million, including the assumption of the $ 51.9 million mortgage loan at our share. The asset was encumbered by a $ 103.8 million mortgage loan and was consolidated as of the date of acquisition. We recorded our investment in the asset at the carryover basis for our previously held equity investment plus the incremental cash consideration paid to acquire our partner's interest. In August 2022, we acquired the remaining 36.0 % ownership interest in Atlantic Plumbing, a 310 -unit multifamily asset in Washington, D.C. previously owned by an unconsolidated real estate venture, which was encumbered by a $ 100.0 million mortgage loan, for a purchase price of $ 19.7 million and our partner’s share of the working capital. The mortgage loan was repaid in August 2022. Atlantic Plumbing was consolidated as of the date of acquisition. We recorded our investment in the asset at the carryover basis for our previously held equity investment plus the incremental cash consideration paid to acquire our partner's interest. In November 2021, we acquired The Batley, a 432 -unit multifamily asset in the Union Market submarket of Washington, D.C., for $ 205.3 million, exclusive of $ 3.1 million of transaction costs that were capitalized as part of the acquisition. We used The Batley as a replacement property in a like-kind exchange for the sale of Pen Place, which closed during the second quarter of 2022. See Note 6 for additional information. In December 2020, we acquired a 1.4 -acre development parcel in National Landing formerly occupied by the Americana Hotel and three other parcels for an aggregate total of $ 65.0 million, exclusive of $ 688,000 of transaction costs that were capitalized as part of the acquisition. Of the total purchase price, $ 47.3 million was allocated to the former Americana Hotel site, of which $ 20.0 million was deferred and $ 17.7 million was allocated to the other three parcels. The former Americana Hotel site has the potential to accommodate up to approximately 550,000 square feet of new development density and is located directly across the street from Amazon's future headquarters. 83 Table of Contents Dispositions The following is a summary of activity for the year ended December 31, 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 ​ ​ ( 4,047 ) May 25, 2022 ​ Pen Place (3) ​ Other ​ Arlington, Virginia ​ 2,082 ​ ​ 198,000 ​ ​ 197,528 ​ ​ 121,502 December 23, 2022 ​ Land Option (3) ​ Other ​ Washington, D.C. ​ 206 ​ ​ 6,150 ​ ​ 5,800 ​ ​ 3,330 ​ ​ ​ ​ ​ ​ ​ 5,891 ​ $ 1,015,400 ​ $ 928,908 ​ $ 161,894 (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 5 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 mortgage loans related to 1730 M Street and RTC-West were repaid. (3) Total square feet represents estimated or approved potential development density. In April 2021, we invested cash in and contributed land to two real estate ventures and recognized an $ 11.3 million gain on the disposition of land, which is included in "Gain on sale of real estate, net" in our consolidated statement of operations for the year ended December 31, 2021. See Note 5 for additional information. In January 2020, we sold Metropolitan Park for $ 155.0 million and recognized a $ 59.5 million gain, which is included in "Gain on sale of real estate, net" in our consolidated statement of operations for the year ended December 31, 2020. See Note 5 for additional information related to the sale of assets by our unconsolidated real estate ventures. Assets Held for Sale There were no assets held for sale as of December 31, 2022. The following is a summary of assets held for sale as of December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ Assets Held Assets Segment Location Square Feet for Sale ​ ​ ​ ​ ​ ​ (In thousands) Pen Place (1) ​ Other ​ Arlington, Virginia ​ 2,082 ​ $ 73,876 (1) Sold to Amazon in May 2022. Total square feet represents estimated or approved potential development density. 84 Table of Contents 4. Tenant and Other Receivables The following is a summary of tenant and other receivables: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 ​ ​ (In thousands) Tenants ​ $ 36,271 ​ $ 31,504 Third-party real estate services ​ 14,177 ​ 12,563 Other ​ 5,856 ​ 429 Total tenant and other receivables ​ $ 56,304 ​ $ 44,496 ​ ​ 5. Investments in Unconsolidated Real Estate Ventures The following is a summary of the composition of our investments in unconsolidated real estate ventures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective ​ ​ ​ ​ Ownership ​ December 31, Real Estate Venture Partners Interest (1) 2022 2021 ​ ​ ​ ​ (In thousands) Prudential Global Investment Management 50.0 % ​ $ 203,529 ​ $ 208,421 J.P. Morgan Global Alternatives ("J.P. Morgan") (2) ​ 50.0 % ​ ​ 64,803 ​ ​ 52,769 Landmark Partners ("Landmark") 18.0 % - 49.0 % ​ 4,809 ​ 28,298 CBREI Venture (3) 9.9 % - 10.0 % ​ 12,516 ​ 57,812 Canadian Pension Plan Investment Board ("CPPIB") (4) (5) 55.0 % ​ — ​ 48,498 Berkshire Group (6) ── ​ — ​ ​ 52,770 Brandywine Realty Trust 30.0 % ​ 13,678 ​ 13,693 Other ​ ​ 546 ​ ​ 624 Total investments in unconsolidated real estate ventures (7) ​ ​ ​ $ 299,881 ​ $ 462,885 (1) Reflects our effective ownership interests in the underlying real estate as of December 31, 2022. We have multiple investments with certain venture partners with varying ownership interests in the underlying real estate. (2) J.P. Morgan is the advisor for an institutional investor. (3) In August 2022, we acquired the remaining 36.0 % ownership interest in Atlantic Plumbing, an asset previously owned by the venture. See Note 3 for additional information. (4) Our effective ownership interest reflects an investment in the real estate venture that owns 1101 17 th Street for which we have a zero investment balance and discontinued applying the equity method of accounting since June 30, 2018. We will recognize as income any future distributions from the venture until our share of unrecorded earnings and contributions exceeds the cumulative excess distributions previously recognized in income. (5) In June 2022, the venture sold its interest in 1900 N Street. (6) In October 2022, we acquired the remaining 50.0 % ownership interest in 8001 Woodmont, an asset previously owned by the venture. See Note 3 for additional information. (7) As of December 31, 2022 and 2021, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $ 8.9 million and $ 18.6 million, resulting principally from capitalized interest and our zero investment balance in certain real estate ventures. We provide leasing, property management and other real estate services to our unconsolidated real estate ventures. We recognized revenue, including expense reimbursements, of $ 24.0 million, $ 23.7 million and $ 25.5 million for each of the three years in the period ended December 31, 2022, for such services. We evaluate reconsideration events as we become aware of them. Reconsideration events include, among other criteria, amendments to real estate venture agreements or changes in the capital requirements of the real estate venture. A reconsideration event could cause us to consolidate an unconsolidated real estate venture or deconsolidate a consolidated entity. 85 Table of Contents The following is a summary of disposition activity by our unconsolidated real estate ventures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mortgage ​ Proportionate ​ ​ Real Estate ​ ​ ​ ​ ​ Gross ​ Loans ​ Share of ​ ​ Venture ​ ​ ​ Ownership ​ Sales ​ Repaid by ​ Aggregate Date Disposed Partner ​ Assets ​ Percentage Price ​ Venture ​ Gain (Loss) (1) ​ ​ ​ ​ ​ ​ ​ ​ (In thousands) Year Ended December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 December 15, 2022 ​ CBREI Venture ​ The Gale Eckington ​ 5.0 % ​ ​ 215,550 ​ ​ 110,813 ​ ​ 618 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 6,797 Year Ended December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 3, 2021 CBREI Venture ​ Fairway Apartments/Fairway Land ​ 10.0 % $ 93,000 ​ $ 45,343 ​ $ 2,094 May 19, 2021 ​ Landmark ​ Courthouse Metro Land/Courthouse Metro Land – Option ​ 18.0 % ​ ​ 3,000 ​ ​ — ​ ​ 2,352 May 27, 2021 ​ Landmark ​ 5615 Fishers Lane ​ 18.0 % ​ ​ 6,500 ​ ​ — ​ ​ 743 September 17, 2021 ​ Landmark ​ 500 L'Enfant Plaza ​ 49.0 % ​ ​ 166,500 ​ ​ 80,000 ​ ​ 23,137 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 28,326 Year Ended December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 5, 2020 ​ Landmark ​ 11333 Woodglen Drive/NoBe II Land/Woodglen ​ 18.0 % ​ $ 17,750 ​ $ 12,213 ​ $ ( 2,952 ) October 28, 2020 ​ CBREI Venture ​ Pickett Industrial Park ​ 10.0 % ​ ​ 46,250 ​ ​ 23,572 ​ ​ 800 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 2,152 ) (1) Included in "Loss from unconsolidated real estate ventures, net" in our consolidated statements of operations. Fortress Investment Group LLC ("Fortress") In April 2022, we formed an unconsolidated real estate venture with affiliates of Fortress 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 (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 in cash 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 subordinated to a 15 % preferred return to Fortress, we do not anticipate receiving any near-term cash flow distributions from it. Per the terms of the venture agreement, we determined the venture was not a VIE and we do not have a controlling financial interest in the venture. As of the transaction date, our investment in the venture was zero , and we have discontinued applying the equity method of accounting as we have not guaranteed its obligations or otherwise committed to providing financial support. Landmark In connection with the preparation and review of the third quarter 2022 financial statements and 2021 annual financial statements, impairment losses of $ 15.4 million and $ 23.9 million on the L'Enfant Plaza assets were included in "Loss from unconsolidated real estate ventures, net" in our consolidated statements of operations for the years ended December 31, 2022 and 2021. As of December 31, 2022, our investment in the L'Enfant Plaza assets was zero , and we have discontinued applying the equity method of accounting on these assets after September 30, 2022 as we have not guaranteed their obligations or otherwise committed to providing financial support. 86 Table of Contents In connection with the preparation and review of the 2022 annual financial statements, an impairment loss of $ 3.9 million on the Rosslyn Gateway assets was included in "Loss from unconsolidated real estate ventures, net" in our consolidated statement of operations for the year ended December 31, 2022. JP Morgan 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 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 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. We have determined the ventures are VIEs, but we are not the primary beneficiary of the VIEs and, accordingly, we have not consolidated either venture. 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, net" in our consolidated statement of operations for the year ended December 31, 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 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. Pacific Life Insurance Company ("PacLife") During the second quarter of 2020, we determined that our investment in the venture that owned The Marriott Wardman Park hotel was impaired due to a decline in the fair value of the underlying asset and recorded an impairment loss of $ 6.5 million, which reduced the net book value of our investment to zero , and we suspended equity loss recognition for the venture after June 30, 2020. On October 1, 2020, we transferred our interest in this venture to PacLife. The following is a summary of the debt of our unconsolidated real estate ventures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ Average Effective ​ December 31, ​ Interest Rate (1) 2022 2021 ​ ​ ​ ​ (In thousands) Variable rate (2) 6.45 % ​ $ 184,099 ​ $ 785,369 Fixed rate (3) 4.13 % ​ 60,000 ​ 309,813 Mortgage loans (4) ​ ​ ​ 244,099 ​ 1,095,182 Unamortized deferred financing costs ​ ​ ​ ( 411 ) ​ ( 5,239 ) Mortgage loans, net (4) (5) ​ ​ ​ $ 243,688 ​ $ 1,089,943 (1) Weighted average effective interest rate as of December 31, 2022. (2) Includes variable rate mortgage loans with interest rate cap agreements. (3) Includes variable rate mortgage loans with interest rates fixed by interest rate swap agreements. (4) Excludes mortgage loans related to the L'Enfant Plaza assets and the unconsolidated real estate venture with Fortress. (5) See Note 20 for additional information on guarantees related to our unconsolidated real estate ventures. 87 Table of Contents The following is a summary of the financial information for our unconsolidated real estate ventures: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 ​ (In thousands) Combined balance sheet information: (1) ​ ​ ​ ​ ​ ​ Real estate, net ​ $ 888,379 ​ $ 2,116,290 Other assets, net ​ 160,015 ​ 264,397 Total assets ​ $ 1,048,394 ​ $ 2,380,687 ​ ​ ​ ​ ​ ​ ​ Mortgage loans, net ​ $ 243,688 ​ $ 1,089,943 Other liabilities, net ​ 54,639 ​ 118,752 Total liabilities ​ 298,327 ​ 1,208,695 Total equity ​ 750,067 ​ 1,171,992 Total liabilities and equity ​ $ 1,048,394 ​ $ 2,380,687 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ (In thousands) Combined income statement information: (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenue ​ $ 143,665 ​ $ 187,252 ​ $ 203,456 Operating income (loss) (2) ​ 91,473 ​ 48,214 ​ ( 21,639 ) Net income (loss) (2) ​ 59,215 ​ 16,051 ​ ( 65,756 ) (1) Excludes information related to the unconsolidated real estate venture with Fortress. Excludes information related to the L'Enfant Plaza assets as of December 31, 2022 and for the fourth quarter of 2022. Also, excludes information related to the venture that owned The Marriott Wardman Park hotel for the second half of 2020 as we discontinued applying the equity method of accounting . On October 1, 2020, we transferred our interest in this venture to our venture partner. (2) Includes the gain (loss) from the sale of various assets totaling $ 114.9 million, $ 85.5 million and ( $ 8.4 million) for each of the three years in the period ended December 31, 2022. Includes impairment losses of $ 37.7 million and $ 48.7 million for the years ended December 31, 2022 and 2021. 6. Variable Interest Entities Unconsolidated VIEs As of December 31, 2022 and 2021, we had interests in entities deemed to be VIEs. Although we may be responsible for managing the 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 December 31, 2022 and 2021, the net carrying amounts of our investment in these entities were $ 83.2 million and $ 145.2 million, which were included in "Investments in unconsolidated real estate ventures" in our consolidated balance sheets. Our equity in the income of unconsolidated VIEs is included in "Loss from unconsolidated real estate ventures, net" in our consolidated statements of operations. Our maximum loss exposure in these entities is limited to our investments, construction commitments and debt guarantees. See Note 20 for additional information. Consolidated VIEs JBG SMITH LP is our most significant consolidated VIE. We hold 88.3 % of 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 88 Table of Contents not have these rights, JBG SMITH LP is a VIE. As general partner, we have the power to direct the activities of 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 financial statements. Because we conduct our business through JBG SMITH LP, its total assets and liabilities comprise substantially all of 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 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 the like-kind exchange agreement was completed with the sale of Pen Place in May 2022. In March 2021, we leased the land underlying 1900 Crystal Drive located in National Landing to a lessee, which is constructing 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. We have an option to acquire the asset until a specified period after completion. The ground lessee invested $ 17.5 million of equity funding, and we are obligated to provide additional project funding through a mezzanine loan to the ground lessee estimated at $ 104.8 million, of which $ 96.7 million has been funded as of December 31, 2022. In December 2021, we leased the land underlying 2000 South Bell Street and 2001 South Bell Street ("2000/2001 South Bell Street") located in National Landing to a lessee, which is constructing a 775 -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 2000/2001 South Bell Street, and separately, we are the lessee in a master lease of the asset. We have an option to acquire the asset until a specified period after completion. The ground lessee invested $ 16.0 million of equity funding, and we are obligated to provide additional project funding through a mezzanine loan to the ground lessee, estimated at $ 96.2 million, of which $ 31.6 million has been funded as of December 31, 2022. We determined that 1900 Crystal Drive and 2000/2001 South Bell Street are VIEs and that we are the primary beneficiary of the VIEs. Accordingly, we consolidate the VIEs with the lessee's ownership interest shown as "Noncontrolling interests" in our consolidated balance sheets. The aforementioned ground leases, mezzanine loans and master leases are eliminated in consolidation. As of December 31, 2022, excluding JBG SMITH LP, we consolidated two VIEs (1900 Crystal Drive and 2000/2001 South Bell Street) with total assets of $ 265.5 million and liabilities of $ 116.3 million, primarily consisting of construction in process and mortgage loans. As of December 31, 2021, excluding JBG SMITH LP, we consolidated three VIEs (1900 Crystal Drive, 2000/2001 South Bell Street and The Batley) 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 liabilities include third-party liabilities of the VIEs for which the creditors or beneficial interest holders do not have recourse against us. 89 Table of Contents 7. Intangible Assets, Net The following is a summary of the intangible assets, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ December 31, 2021 ​ Gross Accumulated Amortization ​ Net ​ Gross Accumulated Amortization ​ Net ​ ​ (In thousands) Deferred leasing costs ​ $ 182,609 ​ $ ( 88,540 ) ​ $ 94,069 ​ $ 219,751 ​ $ ( 95,009 ) ​ $ 124,742 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ In-place leases ​ ​ 22,449 ​ ​ ( 12,390 ) ​ ​ 10,059 ​ ​ 27,793 ​ ​ ( 15,241 ) ​ ​ 12,552 Above-market real estate leases ​ 6,110 ​ ( 4,564 ) ​ 1,546 ​ 6,585 ​ ( 4,401 ) ​ 2,184 ​ ​ ​ 28,559 ​ ​ ( 16,954 ) ​ ​ 11,605 ​ ​ 34,378 ​ ​ ( 19,642 ) ​ ​ 14,736 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other identified intangible assets: ​ ​ ​ ​ ​ ​ Wireless spectrum licenses ​ ​ 25,780 ​ ​ — ​ ​ 25,780 ​ ​ 25,780 ​ ​ — ​ ​ 25,780 Option to enter into ground lease ​ ​ 17,090 ​ ​ — ​ ​ 17,090 ​ ​ 17,090 ​ ​ — ​ ​ 17,090 Management and leasing contracts ​ 45,900 ​ ( 32,198 ) ​ 13,702 ​ 45,900 ​ ( 26,292 ) ​ 19,608 ​ ​ ​ 88,770 ​ ​ ( 32,198 ) ​ ​ 56,572 ​ ​ 88,770 ​ ​ ( 26,292 ) ​ ​ 62,478 Total intangible assets, net ​ $ 299,938 ​ $ ( 137,692 ) ​ $ 162,246 ​ $ 342,899 ​ $ ( 140,943 ) ​ $ 201,956 ​ The following is a summary of amortization expense related to lease and other identified intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ ​ (In thousands) In-place lease amortization (1) ​ $ 8,594 ​ $ 4,171 ​ $ 5,695 Above-market real estate lease amortization (2) ​ 738 ​ 1,032 ​ 1,582 Management and leasing contract amortization (1) ​ 5,905 ​ 5,905 ​ 6,002 Other amortization ​ — ​ — ​ 16 Total amortization expense related to lease and other identified intangible assets ​ $ 15,237 ​ $ 11,108 ​ $ 13,295 (1) Amounts are included in "Depreciation and amortization expense" in our consolidated statements of operations. (2) Amounts are included in "Property rental revenue" in our consolidated statements of operations. The following is a summary of the estimated amortization related to lease and other identified intangible assets for the next five years and thereafter as of December 31, 2022: ​ ​ ​ ​ Year ending December 31, Amount ​ ​ (In thousands) 2023 ​ $ 11,206 2024 ​ 7,481 2025 ​ 3,253 2026 ​ 1,034 2027 ​ 575 Thereafter ​ 1,758 Total (1) ​ $ 25,307 (1) Estimated amortization related to the option to enter into ground lease is excluded from the amortization table above as the ground lease does not have a definite start date . Additionally, the wireless spectrum licenses are excluded from the amortization table as they are indefinite-lived intangible assets. 90 Table of Contents 8. Other Assets, Net The following is a summary of other assets, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 ​ ​ (In thousands) Prepaid expenses ​ $ 16,440 ​ $ 17,104 Derivative agreements, at fair value ​ ​ 61,622 ​ ​ 951 Deferred financing costs, net ​ 5,516 ​ 11,436 Deposits ​ 483 ​ 1,938 Operating lease right-of-use assets ​ ​ 1,383 ​ ​ 1,660 Finance lease right-of-use assets (1) ​ ​ — ​ ​ 180,956 Investments in funds (2) ​ ​ 16,748 ​ ​ 9,840 Other investments (3) ​ ​ 3,524 ​ ​ 8,869 Other ​ 11,312 ​ 7,406 Total other assets, net ​ $ 117,028 ​ $ 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) Consists of investments in real estate focused technology companies, which are recorded at their fair value based on their reported net asset value. During the years ended December 31, 2022 and 2021, unrealized gains totaled $ 2.1 million and $ 4.6 million related to these investments, which are included in "Interest and other income (loss), net" in our consolidated statements of operations. During the year ended December 31, 2022, realized losses related to these investments were $ 1.2 million. (3) Primarily consists of equity investments that are carried at cost. During the years ended December 31, 2022 and 2021, realized gains (losses) totaled $ 13.5 million and ($ 1.0 ) million related to these investments, which are included in "Interest and other income (loss), net" in our consolidated statements of operations. 9. Debt Mortgage Loans The following is a summary of mortgage loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ ​ ​ ​ ​ Effective ​ ​ December 31, ​ Interest Rate (1) 2022 2021 ​ ​ ​ ​ (In thousands) Variable rate (2) 5.21 % ​ $ 892,268 ​ $ 867,246 Fixed rate (3) 4.44 % ​ 1,009,607 ​ 921,013 Mortgage loans ​ ​ ​ 1,901,875 ​ 1,788,259 Unamortized deferred financing costs and premium / discount, net (4) ​ ​ ​ ( 11,701 ) ​ ( 10,560 ) Mortgage loans, net ​ ​ ​ $ 1,890,174 ​ $ 1,777,699 (1) Weighted average effective interest rate as of December 31, 2022. (2) Includes variable rate mortgage loans with interest rate cap agreements. For mortgage loans with interest rate caps, the weighted average interest rate cap strike is 2.64 % , and the weighted average maturity date of the interest rate caps is September 27, 2023. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of December 31, 2022, one-month LIBOR was 4.39 % and one-month term Secured Overnight Financing Rate ("SOFR") was 4.36 % , as applicable. (3) Includes variable rate mortgage loans with interest rates fixed by interest rate swap agreements . (4) As of December 31, 2022 and 2021, excludes $ 2.2 million and $ 6.4 million of net deferred financing costs related to unfunded mortgage loans that were included in "Other assets, net." As of December 31, 2022 and 2021, the net carrying value of real estate collateralizing our mortgage loans totaled $ 2.2 billion and $ 1.8 billion. Our mortgage loans contain covenants that limit our ability to incur additional indebtedness on 91 Table of Contents these properties and, in certain circumstances, require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity. Certain mortgage loans are recourse to us. See Note 20 for additional information. In August 2022, we entered into a mortgage loan with a principal balance of $ 97.5 million collateralized by WestEnd25. The mortgage loan has a seven-year term and an interest rate of SOFR plus 1.45 %. We also entered into an interest rate swap with a total notional value of $ 97.5 million, which effectively fixes SOFR at an average interest rate of 2.71 % through the maturity date. During the year ended December 31, 2021, we entered into two separate mortgage loans with an aggregate principal balance of $ 190.0 million, collateralized by 1225 S. Clark Street and 1215 S. Clark Street. In January 2023, we entered into a $ 187.6 million loan facility, collateralized by The Wren and F1RST Residences. The loan has a seven-year term and a fixed interest rate of 5.13 %. This loan is the initial advance under a Fannie Mae multifamily credit facility, which provides flexibility for collateral substitutions, future advances tied to performance, ability to mix fixed and floating rates, as well as stagger maturities. Proceeds from the loan were used to repay the mortgage loan on 2121 Crystal Drive, which had a fixed interest rate of 5.51 %. As of December 31, 2022 and 2021, we had various interest rate swap and cap agreements on certain of our mortgage loans with an aggregate notional value of $ 1.3 billion. See Note 18 for additional information. Credit Facility As of December 31, 2022, our $ 1.6 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 $ 400.0 million unsecured term loan ("Tranche A-2 Term Loan") maturing in January 2028, of which $ 50.0 million remains available to be borrowed until July 2023. 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 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. 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 term SOFR. 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 delayed draw feature, of which $ 150.0 million was drawn in September 2022 with the remaining $ 50.0 million 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 %, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets. We entered into two interest rate swaps that were effective September 2022 with a total notional value of $ 150.0 million, which effectively fix SOFR at a weighted average interest rate of 2.15 % through the maturity date. We also entered into two forward-starting interest rate swaps that will be effective July 2024 with a total notional value of $ 200.0 million, which will effectively fix SOFR at a weighted average interest rate of 2.80 % 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. 92 Table of Contents The following is a summary of amounts outstanding under the credit facility: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective ​ ​ December 31, ​ Interest Rate (1) ​ 2022 2021 ​ ​ ​ ​ ​ (In thousands) Revolving credit facility (2) (3) 5.51 % ​ ​ $ — ​ $ 300,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tranche A-1 Term Loan (4) 2.61 % ​ ​ $ 200,000 ​ $ 200,000 Tranche A-2 Term Loan (4) 3.40 % ​ ​ 350,000 ​ 200,000 Unsecured term loans ​ ​ 550,000 ​ 400,000 Unamortized deferred financing costs, net ​ ​ ( 2,928 ) ​ ( 1,336 ) Unsecured term loans, net ​ ​ $ 547,072 ​ $ 398,664 (1) Effective interest rate as of December 31, 2022. The interest rate for the revolving credit facility excludes a 0.15 % facility fee. (2) As of December 31, 2022, one-month term SOFR was 4.36 % . As of December 31, 2022 and 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 December 31, 2022 and 2021, excludes net deferred financing costs related to our revolving credit facility of $ 3.3 million and $ 5.0 million that were included in "Other assets, net." (4) As of December 31, 2022 and 2021, the outstanding balance was fixed by interest rate swap agreements. As of December 31, 2022, the interest rate swaps fix SOFR at a weighted average interest rate of 1.46 % for the Tranche A-1 Term Loan and 2.15 % for the Tranche A-2 Term Loan. Principal Maturities The following is a summary of principal maturities of debt outstanding, including mortgage loans and the term loans, as of December 31, 2022: ​ ​ ​ ​ Year ending December 31, Amount ​ ​ (In thousands) 2023 ​ $ 281,964 2024 ​ 123,468 2025 ​ 595,840 2026 ​ 196,168 2027 ​ 348,173 Thereafter ​ 906,262 Total ​ $ 2,451,875 ​ ​ ​ 93 Table of Contents 10. Other Liabilities, Net The following is a summary of other liabilities, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 ​ ​ (In thousands) Lease intangible liabilities ​ $ 33,246 ​ $ 32,893 Accumulated amortization ​ ( 25,971 ) ​ ( 24,621 ) Lease intangible liabilities, net ​ ​ 7,275 ​ ​ 8,272 Lease assumption liabilities ​ 2,647 ​ 5,399 Lease incentive liabilities ​ 11,539 ​ 21,163 Liabilities related to operating lease right-of-use assets ​ 5,308 ​ 6,910 Liabilities related to finance lease right-of-use assets (1) ​ — ​ 162,510 Prepaid rent ​ 15,923 ​ 19,852 Security deposits ​ 13,963 ​ 18,188 Environmental liabilities ​ 17,990 ​ 18,168 Deferred tax liability, net ​ 4,903 ​ 5,340 Dividends payable ​ 29,621 ​ 32,603 Derivative agreements, at fair value ​ — ​ 18,361 Deferred purchase price related to the acquisition of a development parcel ​ ​ 19,447 ​ ​ 19,691 Other ​ 4,094 ​ 6,108 Total other liabilities, net ​ $ 132,710 ​ $ 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 . Amortization expense included in "Property rental revenue" in our consolidated statements of operations related to lease intangible liabilities for each of the three years in the period ended December 31, 2022 was $ 1.9 million, $ 2.2 million and $ 2.0 million. The following is a summary of the estimated amortization of lease intangible liabilities for the next five years and thereafter as of December 31, 2022: ​ ​ ​ ​ ​ Year ending December 31, Amount ​ ​ (In thousands) 2023 ​ $ 1,744 2024 ​ 1,744 2025 ​ 1,202 2026 ​ 381 2027 ​ 264 Thereafter ​ 1,940 Total ​ $ 7,275 ​ ​ 11. Income Taxes We have elected to be taxed as a REIT, and accordingly, we have incurred no federal income tax expense related to our REIT subsidiaries except for our TRSs. Our consolidated financial statements include the operations of our TRSs, which are subject to federal, state and local income taxes on their taxable income. As a REIT, we may also be subject to federal excise taxes if we engage in certain types of transactions. Continued qualification as a REIT depends on our ability to satisfy the REIT distribution tests, stock 94 Table of Contents ownership requirements and various other qualification tests. Our TRSs had an estimated federal net operating loss ("NOL") carry forward of $ 4.8 million that was utilized in 2022. As of December 31, 2022, the state NOL carryforward was $ 159,000 , tax-effected. The net basis of our assets and liabilities for tax reporting purposes is approximately $ 223.8 million higher than the amounts reported in our consolidated balance sheet as of December 31, 2022. The following is a summary of our income tax (expense) benefit: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ ​ (In thousands) Current tax (expense) benefit ​ $ ( 1,701 ) ​ $ ( 709 ) ​ $ 1,232 Deferred tax (expense) benefit ​ 437 ​ ( 2,832 ) ​ 3,033 Income tax (expense) benefit ​ $ ( 1,264 ) ​ $ ( 3,541 ) ​ $ 4,265 ​ As of December 31, 2022 and 2021, we have a net deferred tax liability of $ 4.9 million and $ 5.3 million primarily related to investments in real estate, and management and leasing contracts, partially offset by deferred tax assets associated with tax versus book differences and related general and administrative expenses. We are subject to federal, state and local income tax examinations by taxing authorities for the tax years ending in 2018 through 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 ​ ​ (In thousands) Deferred tax assets: ​ ​ Accrued bonus ​ $ 474 ​ $ 388 NOL ​ 159 ​ 1,206 Deferred revenue ​ 1,266 ​ 1,473 Capital loss ​ — ​ 3,130 Charitable contributions ​ 500 ​ 1,091 Other ​ 307 ​ 302 Total deferred tax assets ​ 2,706 ​ 7,590 Valuation allowance ​ ( 500 ) ​ ( 3,969 ) Total deferred tax assets, net of valuation allowance ​ 2,206 ​ 3,621 Deferred tax liabilities: ​ ​ Basis difference - intangible assets ​ ( 3,835 ) ​ ( 4,911 ) Basis difference - real estate ​ ​ ( 1,722 ) ​ ​ ( 3,033 ) Basis difference - investments ​ ​ ( 1,517 ) ​ ​ ( 989 ) Other ​ ( 35 ) ​ ( 28 ) Total deferred tax liabilities ​ ( 7,109 ) ​ ( 8,961 ) Net deferred tax liability ​ $ ( 4,903 ) ​ $ ( 5,340 ) ​ During the year ended December 31, 2022, our Board of Trustees declared cash dividends totaling $ 0.90 of which $ 0.775 were capital gain distributions for federal income tax purposes and the remaining $ 0.125 will be determined in 2023. During the year ended December 31, 2021, our Board of Trustees declared cash dividends totaling $ 0.90 of which $ 0.252 was taxable as ordinary income for federal income tax purposes and $ 0.648 were capital gain distributions. During the year ended December 31, 2020, our Board of Trustees declared cash dividends totaling $ 0.90 of which $ 0.489 was taxable as ordinary income for federal income tax purposes and $ 0.411 were capital gain distributions. ​ 95 Table of Contents 12. 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 redeemable into OP Units. During the years ended December 31, 2022 and 2021, unitholders redeemed 701,222 and 906,126 OP Units, which we elected to redeem for an equivalent number of our common shares. As of December 31, 2022, outstanding OP Units and redeemable LTIP Units totaled 15.0 million, representing an 11.7 % ownership interest in JBG SMITH LP. 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" in our consolidated balance sheets. Redemption value per OP Unit is equivalent to the market value of one of our common shares at the end of the period. In 2023, as of the date of this filing, unitholders redeemed 716,905 OP Units and LTIP 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, The Wren, located in Washington, D.C. Our partner can redeem their interest for cash under certain conditions. As of December 31, 2022, we held a 99.7 % ownership interest in the real estate venture, which reflects the redemption of a 3.7 % interest in October 2022 for $ 9.5 million. The following is a summary of the activity of redeemable noncontrolling interests: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 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 Redemptions ​ ( 16,704 ) ​ ( 9,531 ) ​ ( 26,235 ) ​ ( 29,634 ) ​ — ​ ( 29,634 ) LTIP Units issued in lieu of cash bonuses (1) ​ 6,584 ​ — ​ 6,584 ​ 5,614 ​ — ​ 5,614 Net income (loss) ​ 13,212 ​ 32 ​ 13,244 ​ ( 8,671 ) ​ ( 57 ) ​ ( 8,728 ) Other comprehensive income ​ 8,411 ​ — ​ 8,411 ​ 2,675 ​ — ​ 2,675 Distributions ​ ( 16,172 ) ​ ( 267 ) ​ ( 16,439 ) ​ ( 17,170 ) ​ ( 148 ) ​ ( 17,318 ) Share-based compensation expense ​ 38,384 ​ — ​ 38,384 ​ 47,222 ​ — ​ 47,222 Adjustment to redemption value ​ ( 66,320 ) ​ 956 ​ ( 65,364 ) ​ ( 9,650 ) ​ 1,796 ​ ( 7,854 ) Balance, end of period ​ $ 480,663 ​ $ 647 ​ $ 481,310 ​ $ 513,268 ​ $ 9,457 ​ $ 522,725 (1) See Note 14 for additional information. ​ ​ ​ 13. Property Rental Revenue The following is a summary of property rental revenue from our non-cancellable leases: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 ​ 2020 ​ (In thousands) Fixed $ 447,007 ​ $ 456,393 ​ $ 420,521 Variable ​ 44,731 ​ ​ 43,193 ​ ​ 38,437 Property rental revenue $ 491,738 ​ $ 499,586 ​ $ 458,958 96 Table of Contents ​ As of December 31, 2022, the amounts that are contractually due from lease payments under our operating leases on an annual basis for the next five years and thereafter are as follows: ​ ​ ​ ​ ​ Year ending December 31, Amount ​ ​ (In thousands) 2023 ​ $ 334,572 2024 ​ 222,299 2025 ​ 189,837 2026 ​ 173,211