What changed in this filing

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Item 1. Financial Statements

2023-08-08 compared with 2023-05-09 · 255 added, 158 removed, 586 unchanged (41% of the section changed)

3 unchanged sentences

(In thousands, except par value amounts)

March 31, 2023

June 30, 2023

December 31, 2022

17 unchanged sentences

Revolving credit facility

Unsecured term loans, net

Term loans, net

Accounts payable and accrued expenses

6 unchanged sentences

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

113,583 and 114,013 shares issued and outstanding as of March 31, 2023 and December 31, 2022

105,139 and 114,013 shares issued and outstanding as of June 30, 2023 and December 31, 2022

Additional paid-in capital

8 unchanged sentences

(In thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Property rental

12 unchanged sentences

OTHER INCOME (EXPENSE)

Income from unconsolidated real estate ventures, net

Income (loss) from unconsolidated real estate ventures, net

Interest and other income, net

Interest expense

Gain (loss) on the sale of real estate, net

Gain on the sale of real estate, net

Loss on the extinguishment of debt

Total other income (expense)

INCOME (LOSS) BEFORE INCOME TAX BENEFIT

Income tax benefit

INCOME (LOSS) BEFORE INCOME TAX EXPENSE

Income tax expense

NET INCOME (LOSS)

Net income attributable to redeemable noncontrolling interests

Net (income) loss attributable to redeemable noncontrolling interests

Net loss attributable to noncontrolling interests

6 unchanged sentences

(In thousands)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

NET INCOME (LOSS)

4 unchanged sentences

COMPREHENSIVE INCOME

Net income attributable to redeemable noncontrolling interests

Net (income) loss attributable to redeemable noncontrolling interests

Net loss attributable to noncontrolling interests

Other comprehensive (income) loss attributable to redeemable noncontrolling interests

Other comprehensive loss attributable to noncontrolling interests

Other comprehensive income attributable to noncontrolling interests

COMPREHENSIVE INCOME ATTRIBUTABLE TO JBG SMITH PROPERTIES

3 unchanged sentences

(In thousands)

Common Shares

Comprehensive

Noncontrolling

BALANCE AS OF MARCH 31, 2023

Net loss attributable to common shareholders and noncontrolling interests

Redemption of common limited partnership units ("OP Units") for common shares

Common shares repurchased

Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP")

Dividends declared on common shares

($ 0.225 per common share)

Distributions to noncontrolling interests, net

Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation

Total other comprehensive income

Other comprehensive income attributable to noncontrolling interest

BALANCE AS OF JUNE 30, 2023

BALANCE AS OF MARCH 31, 2022

Net income (loss) attributable to common shareholders and noncontrolling interests

Redemption of OP Units for common shares

Common shares repurchased

Common shares issued pursuant to employee incentive compensation plan and ESPP

Dividends declared on common shares

($ 0.225 per common share)

Contributions from noncontrolling interests, net

Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation

Total other comprehensive income

BALANCE AS OF JUNE 30, 2022

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

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Equity

(In thousands)

Comprehensive

Common Shares

2 unchanged sentences

Net income (loss) attributable to common shareholders and noncontrolling interests

Conversion of common limited partnership units ("OP Units") to common shares

Redemption of OP Units for common shares

Common shares repurchased

Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP")

Common shares issued pursuant to employee incentive compensation plan and ESPP

Dividends declared on common shares

( $ 0.225 per common share)

Distributions to noncontrolling interests, net

1 unchanged sentence

Other comprehensive loss

Other comprehensive loss attributable to noncontrolling interest

BALANCE AS OF MARCH 31, 2023

Other comprehensive income attributable to noncontrolling interest

BALANCE AS OF JUNE 30, 2023

BALANCE AS OF DECEMBER 31, 2021

Net loss attributable to common shareholders and noncontrolling interests

Conversion of OP Units to common shares

Net income (loss) attributable to common shareholders and noncontrolling interests

Redemption of OP Units for common shares

Common shares repurchased

Common shares issued pursuant to employee incentive compensation plan and ESPP

Dividends declared on common shares

( $ 0.225 per common share)

Contributions from noncontrolling interests, net

1 unchanged sentence

Other comprehensive income

BALANCE AS OF MARCH 31, 2022

BALANCE AS OF JUNE 30, 2022

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

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

OPERATING ACTIVITIES:

Net income (loss)

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

Adjustments to reconcile net income to net cash provided by operating activities:

Share-based compensation expense

4 unchanged sentences

Amortization of lease incentives

(Gain) loss on the sale of real estate, net

Loss on the extinguishment of debt

Gain on the sale of real estate, net

(Income) loss on operating lease and other receivables

15 unchanged sentences

Investments in unconsolidated real estate ventures and other investments

Net cash used in investing activities

Net cash (used in) provided by investing activities

FINANCING ACTIVITIES:

Borrowings under mortgage loans

Borrowings under revolving credit facility

Borrowings under term loans

Repayments of mortgage loans

Repayments of revolving credit facility

Debt issuance and modification costs

Redemption of partner's noncontrolling interest

Proceeds from common shares issued pursuant to ESPP

Common shares repurchased

1 unchanged sentence

Distributions to redeemable noncontrolling interests

Distributions to noncontrolling interests

Contributions from noncontrolling interests

Net cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents, and restricted cash

Net cash used in financing activities

Net (decrease) increase in cash and cash equivalents, and restricted cash

Cash and cash equivalents, and restricted cash, beginning of period

4 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD:

14 unchanged sentences

Organization and Basis of Presentation

JBG SMITH Properties ("JBG SMITH"), a Maryland real estate investment trust, owns and operates a portfolio of multifamily and commercial 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:

JBG SMITH Properties ("JBG SMITH"), a Maryland real estate investment trust, owns, operates, invests in and develops mixed-use properties in high growth and high barrier-to-entry submarkets in and around Washington, D.C.

Through an intense focus on placemaking, JBG SMITH cultivates vibrant, amenity-rich, walkable neighborhoods throughout the Washington, D.C.

metropolitan area.

Approximately two-thirds of our holdings are in the National Landing submarket in Northern Virginia, which is anchored by four key demand drivers:

Amazon.com, Inc.'s ("Amazon") new headquarters;

4 unchanged sentences

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 March 31, 2023, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 88.5 % 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.

As of June 30, 2023, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 88.1 % 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,"

9 unchanged sentences

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

As of March 31, 2023, our Operating Portfolio consisted of 51 operating assets comprising 31 commercial assets totaling 9.7 million square feet ( 8.2 million square feet at our share), 18 multifamily assets totaling 6,756 units ( 6,756 units at our share) and two wholly owned land assets for which we are the ground lessor.

As of June 30, 2023, our Operating Portfolio consisted of 51 operating assets comprising 31 commercial assets totaling 9.7 million square feet ( 8.2 million square feet at our share), 18 multifamily assets totaling 6,756 units ( 6,756 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 ( 9.8 million square feet at our share) of estimated potential development density.

7 unchanged sentences

The results of operations

for the three months ended March 31, 2023 and 2022 are not necessarily indicative of the results that may be expected for a full year.

for the three and six months ended June 30, 2023 and 2022 are not necessarily indicative of the results that may be expected for a full year.

These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on February 21, 2023 ("Annual Report").

2 unchanged sentences

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

References to our financial statements refer to our unaudited condensed consolidated financial statements as of March 31, 2023 and December 31, 2022, and for the three months ended March 31, 2023 and 2022.

References to our balance sheets refer to our condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022.

References to our statements of operations refer to our condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022.

References to our statements of comprehensive income refer to our condensed consolidated statements of comprehensive income for the three months ended March 31, 2023 and 2022.

References to our financial statements refer to our unaudited condensed consolidated financial statements as of June 30, 2023 and December 31, 2022, and for the three and six months ended June 30, 2023 and 2022.

References to our balance sheets refer to our condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022.

References to our statements of operations refer to our condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022.

References to our statements of comprehensive income refer to our condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2023 and 2022.

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

19 unchanged sentences

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

The following is a summary of activity for the three months ended March 31, 2023:

Acquisition and Dispositions

During the six months ended June 30, 2023, we paid the deferred purchase price of $ 19.6 million related to the acquisition of a development parcel, formerly the Americana hotel, in 2020.

The following is a summary of activity for the six months ended June 30, 2023:

Date Disposed

12 unchanged sentences

Real Estate Venture

March 31, 2023

June 30, 2023

December 31, 2022

9 unchanged sentences

Total investments in unconsolidated real estate ventures (5) (6)

(1) Reflects our effective ownership interests in the underlying real estate as of March 31, 2023.

(1) Reflects our effective ownership interests in the underlying real estate as of June 30, 2023.

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

Morgan is the advisor for an institutional investor.

(3) In March 2023, we sold an 80.0 % interest in 4747 Bethesda Avenue for a gross sales price of $ 196.0 million, representing a gross valuation of $ 245.0 million and retained a 20.0 % interest.

We will provide leasing, property management and other real estate services to the venture.

(3) In March 2023, we sold an 80.0 % interest in 4747 Bethesda Avenue for a gross sales price of $ 196.0 million, representing a gross valuation of $ 245.0 million.

In connection with the transaction, the real estate venture assumed the related $ 175.0 million mortgage loan.

2 unchanged sentences

For more information see Note 1.

Also, excludes our interest in an investment in the real estate venture that owns 1101 17th Street for which we have discontinued applying the equity method of accounting since June 30, 2018 because we received distributions in excess of our contributions and share of earnings, which reduced our investment to zero ;

Also, excludes our interest in an investment in the real estate venture that owns 1101 17th Street for which we have discontinued applying the equity method of accounting since June

30, 2018 because we received distributions in excess of our contributions and share of earnings, which reduced our investment to zero ;

further, we are not obligated to provide for losses, have not guaranteed its obligations or otherwise committed to provide financial support.

(6) As of March 31, 2023 and December 31, 2022, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $ 6.9 million and $ 8.9 million, resulting principally from capitalized interest and our zero investment balance in certain real estate ventures .

(6) As of June 30, 2023 and December 31, 2022, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $ 7.0 million and $ 8.9 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 $ 5.3 million and $ 5.5 million for the three months ended March 31, 2023 and 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.

We recognized revenue, including expense reimbursements, of $ 5.6 million and $ 10.8 million for the three and six months ended June 30, 2023, and $ 6.6 million and $ 12.2 million for the three and six months ended June 30, 2022 for such services.

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

1 unchanged sentence

Interest Rate (1)

March 31, 2023

June 30, 2023

December 31, 2022

5 unchanged sentences

Mortgage loans, net (4) (5)

(1) Weighted average effective interest rate as of March 31, 2023.

(1) Weighted average effective interest rate as of June 30, 2023.

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

3 unchanged sentences

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

March 31, 2023

June 30, 2023

December 31, 2022

7 unchanged sentences

Total liabilities and equity

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

4 unchanged sentences

(1) Excludes amounts related to the Fortress Assets.

Excludes combined balance sheet information for both periods presented and combined income statement information for the three months ended March 31, 2023 related to the L'Enfant Plaza Assets as we discontinued applying the equity method of accounting after September 30, 2022.

(2) Includes the gain on the sale of various assets totaling $ 45.1 million during the three months ended March 31, 2022.

Excludes combined balance sheet information for both periods presented and combined income statement information for the three and six months ended June 30, 2023 related to the L'Enfant Plaza Assets as we discontinued applying the equity method of accounting after September 30, 2022.

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

Variable Interest Entities

4 unchanged sentences

Unconsolidated VIEs

As of March 31, 2023 and December 31, 2022, we had interests in entities deemed to be VIEs.

As of June 30, 2023 and December 31, 2022, 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 March 31, 2023 and December 31, 2022, the net carrying amounts of our investment in these entities were $ 85.3 million and $ 83.2 million, which were included in "Investments in unconsolidated real estate ventures"

As of June 30, 2023 and December 31, 2022, the net carrying amounts of our investment in these entities were $ 84.3 million and $ 83.2 million, which were included in "Investments in unconsolidated real estate ventures"

in our balance sheets.

Our equity in the income of unconsolidated VIEs is included in "Income from unconsolidated real estate ventures, net"

Our equity in the income of unconsolidated VIEs was included in "Income (loss) from unconsolidated real estate ventures, net"

in our statements of operations.

9 unchanged sentences

Because we conduct our business through JBG SMITH LP, its total assets and liabilities comprise substantially all our consolidated assets and liabilities.

As of March 31, 2023 and December 31, 2022, excluding JBG SMITH LP, we consolidated two VIEs (1900 Crystal Drive and 2000/2001 South Bell Street) with total assets of $ 326.0 million and $ 265.5 million, and liabilities of $ 158.2 million and $ 116.3 million, primarily consisting of construction in process and mortgage loans.

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.

As of June 30, 2023 and December 31, 2022, excluding JBG SMITH LP, we consolidated two VIEs (1900 Crystal Drive and 2000/2001 South Bell Street) with total assets of $ 392.2 million and $ 265.5 million, and liabilities of $ 198.7 million and $ 116.3 million, primarily consisting of construction in process and mortgage loans.

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.

Other Assets, Net

The following is a summary of other assets, net:

March 31, 2023

June 30, 2023

December 31, 2022

7 unchanged sentences

Total other assets, net

(1) Includes our corporate office lease at 4747 Bethesda Avenue as of March 31, 2023.

(1) Includes our corporate office lease at 4747 Bethesda Avenue as of June 30, 2023.

(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 three months ended March 31, 2023 and 2022, unrealized gains related to these investments were $ 2.0 million and $ 156,000 , which were included in "Interest and other income, net"

During the three and six months ended June 30, 2023, unrealized (losses) gains related to these investments were ($ 338,000 ) and $ 1.7 million .

During the three and six months ended June 30, 2022, unrealized gains related to these investments were $ 1.0 million and $ 1.2 million.

During the three and six months ended June 30, 2023, realized losses related to these investments were $ 189,000 and $ 318,000 .

Unrealized (losses) gains and realized losses were included in "Interest and other income, net"

in our statements of operations.

During the three months ended March 31, 2023, realized losses related to these investments were $ 129,000 , which were included in "Interest and other income, net"

in our statement of operations.

(3) Primarily consists of equity investments that are carried at cost.

During the three months ended March 31, 2022, realized gains related to these investments were $ 13.9 million, which were included in "Interest and other income, net"

in our statement of operations .

During the three and six months ended June 30, 2022, realized gains related to these investments were $ 178,000 and $ 14.1 million, which were included in "Interest and other income, net"

in our statements of operations .

Mortgage Loans

The following is a summary of mortgages loans:

The following is a summary of mortgage loans:

Weighted Average

Interest Rate (1)

March 31, 2023

June 30, 2023

December 31, 2022

5 unchanged sentences

Mortgage loans, net

(1) Weighted average effective interest rate as of March 31, 2023.

(1) Weighted average effective interest rate as of June 30, 2023.

(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 2.35 % , and the weighted average maturity date of the interest rate caps is August 1, 2023.

For mortgage loans with interest rate caps, the weighted average interest rate cap strike was 2.42 % , and the weighted average maturity date of the interest rate caps is August 2023.

The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans.

As of March 31, 2023, one-month LIBOR was 4.86 % and one-month term Secured Overnight Financing Rate ("SOFR") was 4.80 % .

As of June 30, 2023, one-month LIBOR was 5.22 % and one-month term Secured Overnight Financing Rate ("SOFR") was 5.14 % .

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

(4) As of March 31, 2023 and December 31, 2022, excludes $ 2.1 million and $ 2.2 million of net deferred financing costs related to unfunded mortgage loans that were included in "Other assets, net"

(4) As of June 30, 2023 and December 31, 2022, excludes $ 2.0 million and $ 2.2 million of net deferred financing costs related to unfunded mortgage loans that were included in "Other assets, net"

in our balance sheets.

As of March 31, 2023 and December 31, 2022, the net carrying value of real estate collateralizing our mortgage loans totaled $ 2.2 billion.

Our mortgage loans contain covenants that limit our ability to incur additional indebtedness on these properties and, in certain circumstances, require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity.

As of June 30, 2023 and December 31, 2022, the net carrying value of real estate collateralizing our mortgage loans totaled $ 2.1 billion and $ 2.2 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.

3 unchanged sentences

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, and staggered maturities.

Proceeds from the loan were used, in part, to repay the $ 131.5 million mortgage loan on 2121 Crystal Drive, which had a fixed interest rate of 5.51 %.

As of March 31, 2023 and December 31, 2022, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $ 1.2 billion and $ 1.3 billion.

Proceeds from the loan were used, in part, to repay the $ 131.5 million mortgage loan collateralized by 2121 Crystal Drive, which had a fixed interest rate of 5.51 %.

In June 2023, we repaid $ 142.4 million in mortgage loans collateralized by Falkland Chase – South & West and 800 North Glebe Road.

As of June 30, 2023 and December 31, 2022, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $ 1.2 billion and $ 1.3 billion.

See Note 15 for additional information.

Credit Facility

As of March 31, 2023 and December 31, 2022, our $ 1.6 billion credit facility consisted of an undrawn $ 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 $ 350.0 million unsecured term loan ("Tranche A-2 Term Loan") maturing in January 2028, which has a $ 50.0 million additional advance available, which we will draw in May 2023.

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

Revolving Credit Facility and Term Loans

As of June 30, 2023, our unsecured revolving credit facility and term loans totaling $ 1.5 billion consisted of a $ 750.0 million revolving credit facility maturing in June 2027, a $ 200.0 million term loan ("Tranche A-1 Term Loan") maturing in January 2025, a $ 400.0 million term loan ("Tranche A-2 Term Loan") maturing in January 2028, which includes the $ 50.0 million remaining advance drawn in May 2023, and a $ 120.0 million term loan ("2023 Term Loan") maturing in June 2028.

Effective as of June 29, 2023, the revolving credit facility was amended to:

(i) reduce the borrowing capacity from $ 1.0 billion to $ 750.0 million, (ii) extend the maturity date from January 2025 to June 2027 and (iii) amend the interest rate to daily SOFR plus 1.40 % to daily SOFR plus 1.85 %, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets.

We have the option to increase the $ 750.0 million revolving credit facility or add term loans up to $ 500.0 million, and we also have the right to extend the maturity date beyond June 2027 via two six-month extension options.

In addition, on June 29, 2023, we entered into a $ 120.0 million term loan maturing in June 2028 with an interest rate of one-month term SOFR plus 1.25 % to one-month term SOFR plus 1.80 %, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets.

We also entered into an interest rate swap with a total notional value of $ 120.0 million, which fixes SOFR at an interest rate of 4.01 % through the maturity date.

In July 2023, we amended the covenants related to the Tranche A-1 Term Loan and the Tranche A-2 Term Loan to be consistent with the revolving credit facility and 2023 Term Loan covenants.

The following is a summary of amounts outstanding under the revolving credit facility and term loans:

Interest Rate (1)

March 31, 2023

June 30, 2023

December 31, 2022

3 unchanged sentences

Tranche A-2 Term Loan (4)

Unsecured term loans

2023 Term Loan (5)

Unamortized deferred financing costs, net

Unsecured term loans, net

(1) Effective interest rate as of March 31, 2023.

Term loans, net

(1) Effective interest rate as of June 30, 2023.

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

(2) As of March 31, 2023, one-month term SOFR was 4.80 % .

As of March 31, 2023 and December 31, 2022, letters of credit with an aggregate face amount of $ 467,000 were outstanding under our revolving credit facility.

(3) As of March 31, 2023 and December 31, 2022, excludes $ 2.9 million and $ 3.3 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net"

(2) As of June 30, 2023, daily SOFR was 5.09 % .

As of June 30, 2023 and December 31, 2022, letters of credit with an aggregate face amount of $ 467,000 were outstanding under our revolving credit facility.

(3) As of June 30, 2023 and December 31, 2022, excludes $ 11.7 million and $ 3.3 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net"

in our balance sheets.

(4) As of March 31, 2023 and December 31, 2022, the outstanding balance was fixed by interest rate swap agreements, which fix SOFR at a weighted average interest rate of 1.46 % for the Tranche A-1 Term Loan and 2.14 % for the Tranche A-2 Term Loan .

(4) As of June 30, 2023 and December 31, 2022, the outstanding balance was fixed by interest rate swap agreements.

As of June 30, 2023, these interest rate swap agreements fix SOFR at a weighted average interest rate of 1.46 % for the Tranche A-1 Term Loan and 2.29 % for the Tranche A-2 Term Loan .

Interest rate swaps for the Tranche A-1 Term Loan with a total notional value of $ 200.0 million mature in July 2024.

Interest rate swaps for the Tranche A-2 Term Loan with a total notional value of $ 200.0 million mature in July 2024 and with a total notional value of $ 200.0 million mature in January 2028.

We have 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 2.61 % through the maturity date.

The interest rate for our Tranche A-2 Term Loan excludes a 0.15 % per annum commitment fee on the undrawn $ 50.0 million of commitments.

We have 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 for the Tranche A-2 Term Loan at a weighted average interest rate of 2.81 % through the maturity date .

(5) As of June 30, 2023, the outstanding balance was fixed by an interest rate swap agreement, which fixes SOFR at an interest rate of 4.01 % through the maturity date.

Other Liabilities, Net

The following is a summary of other liabilities, net:

March 31, 2023

June 30, 2023

December 31, 2022

11 unchanged sentences

Total other liabilities, net

(1) Includes our corporate office lease at 4747 Bethesda Avenue as of March 31, 2023.

(1) Includes our corporate office lease at 4747 Bethesda Avenue as of June 30, 2023.

Redeemable Noncontrolling Interests

1 unchanged sentence

Vested LTIP Units are redeemable into OP Units.

During the three months ended March 31, 2023 and 2022, unitholders redeemed 756,356 and 207,882 OP Units, which we elected to redeem for an equivalent number of our common shares.

As of March 31, 2023, outstanding OP Units and redeemable LTIP Units totaled 14.8 million, representing an 11.5 % ownership interest in JBG SMITH LP.

During the six months ended June 30, 2023 and 2022, unitholders redeemed 1.6 million and 280,451 OP Units, which we elected to redeem for an equivalent number of our common shares.

As of June 30, 2023, outstanding OP Units and redeemable LTIP Units totaled 14.1 million, representing an 11.9 % 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"

1 unchanged sentence

Redemption value per OP Unit is equivalent to the market value of one common share at the end of the period.

In April 2023, unitholders redeemed 685,132 OP Units and LTIP Units, which we elected to redeem for an equivalent number of our common shares.

In July 2023, unitholders redeemed 257,151 OP Units and LTIP Units, which we elected to redeem for an equivalent number of our common shares.

Consolidated Real Estate Venture

We were a partner in a consolidated real estate venture that owned a multifamily asset, The Wren, located in Washington, D.C.

As of March 31, 2022, we held a 96.0 % ownership interest in the real estate venture.

In October 2022, one partner redeemed its 3.7 % interest, and in February 2023, another partner redeemed its 0.3 % interest, increasing our ownership interest to 100.0 % as of March 31, 2023.

As of June 30, 2022, we held a 96.0 % ownership interest in the real estate venture.

In October 2022, one partner redeemed its 3.7 % interest, and in February 2023, another partner redeemed its 0.3 % interest, increasing our ownership interest to 100.0 %.

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

Three Months Ended March 31,

Three Months Ended June 30,

(In thousands)

Balance, beginning of period

LTIP Units issued in lieu of cash bonuses (1)

LTIP Units issued in lieu of cash compensation (1)

Net income (loss)

Other comprehensive income

Distributions

Share-based compensation expense

Adjustment to redemption value

Balance, end of period

Six Months Ended June 30,

(In thousands)

Balance, beginning of period

LTIP Units issued in lieu of cash compensation (1)

Other comprehensive income (loss)

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

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LTIP Units and Time-Based LTIP Units

During the three months ended March 31, 2023, we granted to certain employees 922,459 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") and a weighted average grant-date fair value of $ 17.73 per unit that primarily vest ratably over four years subject to continued employment.

During the six months ended June 30, 2023, we granted to certain employees 945,872 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") and a weighted average grant-date fair value of $ 17.65 per unit that primarily vest ratably over four years subject to continued employment.

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

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Compensation expense totaling $ 4.5 million for these LTIP Units was recognized in 2022.

The aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the three months ended March 31, 2023 was $ 20.8 million.

In May 2023, as part of their annual compensation, we granted to non-employee trustees a total of 155,523 fully vested LTIP Units with a grant-date fair value of $ 11.30 per unit, which includes LTIP Units elected in lieu of cash retainers.

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

The aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the six months ended June 30, 2023 was $ 22.9 million.

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

1 unchanged sentence

Expected volatility

26.0 % to 31.0 %

Risk-free interest rate

1 unchanged sentence

Post-grant restriction periods

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

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

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The AO LTIP Units are subject to a TSR modifier whereby the number of AO LTIP Units that will ultimately be earned will be increased or reduced by as much as 25 % .

The AO LTIP Units have a three-year performance period with 50 % of the AO LTIP Units that are earned vesting at the end of the three-year performance period and the remaining 50 % vesting on the fourth anniversary of the grant date, subject to continued employment.

The AO LTIP Units have a three-year performance period with 50 % of the AO LTIP Units earned vesting at the end of the three-year performance period and the remaining 50 % vesting on the fourth anniversary of the grant date, subject to continued employment.

The AO LTIP Units expire on the ten th anniversary of their grant date.

The aggregate grant-date fair value of the AO LTIP Units granted during the three months ended March 31, 2023 was $ 6.4 million, valued using Monte Carlo simulations based on the following significant assumptions:

The aggregate grant-date fair value of the AO LTIP Units granted during the six months ended June 30, 2023 was $ 6.4 million, valued using Monte Carlo simulations based on the following significant assumptions:

Expected volatility

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Vesting requirements and compensation expense recognition for the Time-Based RSUs are primarily consistent to those of the Time-Based LTIP Units granted in 2023.

The aggregate grant-date fair value of the RSUs granted during the three months ended March 31, 2023 was $ 1.5 million.

The aggregate grant-date fair value of the RSUs granted during the six months ended June 30, 2023 was $ 1.5 million.

The Time-Based RSUs were valued based on the closing common share price on the date of grant.

Pursuant to the ESPP, employees purchased 52,089 common shares for $ 665,000 during the six months ended June 30, 2023.

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

Expected volatility

Dividend yield

Risk-free interest rate

Expected life

Share-Based Compensation Expense

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

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in our statements of operations.

As of March 31, 2023, we had $ 53.2 million of total unrecognized compensation expense related to unvested share-based payment arrangements, which is expected to be recognized over a weighted average period of 2.8 years.

As of June 30, 2023, we had $ 41.1 million of total unrecognized compensation expense related to unvested share-based payment arrangements, which is expected to be recognized over a weighted average period of 2.9 years.

Transaction and Other Costs

The following is a summary of transaction and other costs:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

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The following is a summary of interest expense:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

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Our Board of Trustees previously authorized the repurchase of up to $ 1.0 billion of our outstanding common shares, and in May 2023, increased the common share repurchase authorization to $ 1.5 billion.

During the three months ended March 31, 2023, we repurchased and retired 1.2 million common shares for $ 20.1 million, a weighted average purchase price per share of $ 16.66 .

During the three months ended March 31, 2022, we repurchased and retired 3.3 million common shares for $ 93.1 million, a weighted average purchase price per share of $ 27.86 .

Since we began the share repurchase program, as of March 31, 2023, we have repurchased and retired 24.5 million common shares for $ 643.6 million, a weighted average purchase price per share of $ 26.25 .

During the second quarter of 2023, through the date of this filing, we repurchased and retired 2.8 million common shares for $ 40.1 million, a weighted average purchase price per share of $ 14.16 , pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

During the three and six months ended June 30, 2023, we repurchased and retired 9.3 million and 10.5 million common shares for $ 135.7 million and $ 155.8 million, a weighted average purchase price per share of $ 14.54 and $ 14.79 .

During the three and six months ended June 30, 2022, we repurchased and retired 8.5 million and 11.8 million common shares for $ 213.9 million and $ 307.0 million, a weighted average purchase price per share of $ 25.15 and $ 25.91 .

Since we began the share repurchase program through June 30, 2023, we have repurchased and retired 33.8 million common shares for $ 779.3 million, a weighted average purchase price per share of $ 23.02 .

During the third quarter of 2023, through the date of this filing, we repurchased and retired 2.0 million common shares for $ 31.5 million, a weighted average purchase price per share of $ 16.03 , pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Earnings (Loss) Per Common Share

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

Three Months Ended March 31,

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

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands, except per share amounts)

Net income (loss)

Net income attributable to redeemable noncontrolling interests

Net (income) loss attributable to redeemable noncontrolling interests

Net loss attributable to noncontrolling interests

Net income (loss) attributable to common shareholders

Distributions to participating securities

Net income (loss) available to common shareholders - basic and diluted

Weighted average number of common shares outstanding - basic and diluted

Earnings (loss) per common share - basic and diluted

The effect of the redemption of OP Units, Time-Based LTIP Units, fully vested LTIP Units and Special Time-Based LTIP Units that were outstanding as of March 31, 2023 and 2022 is excluded in the computation of diluted earnings (loss) per common share as the assumed exchange of such units for common shares on a one-for-one basis was antidilutive (the assumed redemption of these units would have no impact on the determination of diluted earnings (loss) per share).

The effect of the redemption of OP Units, Time-Based LTIP Units, fully vested LTIP Units and Special Time-Based LTIP Units that were outstanding as of June 30, 2023 and 2022 is excluded in the computation of diluted earnings (loss) per common share as the assumed exchange of such units for common shares on a one-for-one basis was antidilutive (the assumed redemption of these units would have no impact on the determination of diluted earnings (loss) per share).

Since OP Units, Time-Based LTIP Units, LTIP Units and Special Time-Based LTIP Units, which are held by noncontrolling interests, are attributed gains at an identical proportion to the common shareholders, the gains attributable and their equivalent weighted average impact are excluded from net income (loss) available to common shareholders and from the weighted average number of common shares outstanding in calculating diluted earnings (loss) per common share.

AO LTIP Units, Performance-Based LTIP Units, formation awards and RSUs, which totaled 5.5 million and 6.0 million for the three months ended March 31, 2023 and 2022, were excluded from the calculation of diluted earnings (loss) per common share as they were antidilutive, but potentially could be dilutive in the future.

Dividends Declared in May 2023

On May 4, 2023, our Board of Trustees declared a quarterly dividend of $ 0.225 per common share, payable on June 30, 2023 to shareholders of record as of June 23, 2023.

AO LTIP Units, Performance-Based LTIP Units, formation awards and RSUs, which totaled 5.2 million and 5.3 million for the three and six months ended June 30, 2023, and 6.0 million and 5.9 million for the three and six months ended June 30, 2022, were excluded from the calculation of diluted earnings (loss) per common share as they were antidilutive, but potentially could be dilutive in the future.

Dividends Declared in August 2023

On August 3, 2023, our Board of Trustees declared a quarterly dividend of $ 0.225 per common share, payable on August 31, 2023 to shareholders of record as of August 17, 2023.

Fair Value Measurements

1 unchanged sentence

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.

As of March 31, 2023 and December 31, 2022, we had various derivative financial instruments consisting of interest rate swap and cap agreements that are measured at fair value on a recurring basis.

The net unrealized gain on our derivative financial instruments designated as effective hedges was $ 37.1 million and $ 55.0 million as of March 31, 2023 and December 31, 2022 and was recorded in "Accumulated other comprehensive income"

As of June 30, 2023 and December 31, 2022, we had various derivative financial instruments consisting of interest rate swap and cap agreements that are measured at fair value on a recurring basis.

The net unrealized gain on our derivative financial instruments designated as effective hedges was $ 50.2 million and $ 55.0 million as of June 30, 2023 and December 31, 2022 and was recorded in "Accumulated other comprehensive income"

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

1 unchanged sentence

Accounting Standards Codification 820 ("Topic 820"), Fair Value Measurement and Disclosures, defines fair value and establishes a framework for measuring fair value.

The objective of fair value is to determine the price that would be received

upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).

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:

7 unchanged sentences

(In thousands)

March 31, 2023

June 30, 2023

Derivative financial instruments designated as effective hedges:

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While it was determined that the majority of the inputs used to value the derivatives fall within Level 2 of the fair value hierarchy under authoritative accounting guidance, the credit valuation adjustments associated with the derivatives also utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default.

However, as of March 31, 2023 and December 31, 2022, the significance of the impact of the credit valuation adjustments on the overall valuation of the derivative financial instruments was assessed, and it was determined that these adjustments were not significant to the overall valuation of the derivative financial instruments.

However, as of June 30, 2023 and December 31, 2022, the significance of the impact of the credit valuation adjustments on the overall valuation of the derivative financial instruments was assessed, and it was determined that these adjustments were not significant to the overall valuation of the derivative financial instruments.

As a result, it was determined that the derivative financial instruments in their entirety should be classified in Level 2 of the fair value hierarchy.

The net unrealized gains and losses included in "Other comprehensive income (loss)"

in our statements of comprehensive income for the three months ended March 31, 2023 and 2022 were attributable to the net change in unrealized gains or losses related to effective interest rate swaps that were outstanding during those periods, none of which were reported in our statements of operations as the interest rate swaps were documented and qualified as hedging instruments.

in our statements of comprehensive income for the three and six months ended June 30, 2023 and 2022 were attributable to the net change in unrealized gains or losses related to effective interest rate swaps that were outstanding during those periods, none of which were reported in our statements of operations as the interest rate swaps were documented and qualified as hedging instruments.

Financial Assets and Liabilities Not Measured at Fair Value

As of March 31, 2023 and December 31, 2022, all financial assets and liabilities were reflected in our balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following:

March 31, 2023

As of June 30, 2023 and December 31, 2022, all financial assets and liabilities were reflected in our balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following:

June 30, 2023

December 31, 2022

2 unchanged sentences

Mortgage loans

Unsecured term loans

Revolving credit facility

(1) The carrying amount consists of principal only.

The fair values of the mortgage loans and unsecured term loans were determined using Level 2 inputs of the fair value hierarchy.

The fair values of the mortgage loans, revolving credit facility and term loans were determined using Level 2 inputs of the fair value hierarchy.

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 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.

The fair value of our revolving credit facility and 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.

Segment Information

8 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

10 unchanged sentences

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

Management company assets primarily consist of management and leasing contracts with a net book value of $ 12.2 million and $ 13.7 million as of March 31, 2023 and December 31, 2022, which were included in "Intangible assets, net"

Management company assets primarily consist of management and leasing contracts with a net book value of $ 10.9 million and $ 13.7 million as of June 30, 2023 and December 31, 2022, which were included in "Intangible assets, net"

in our balance sheets.

1 unchanged sentence

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

8 unchanged sentences

Loss on the extinguishment of debt

Income tax benefit

Net income attributable to redeemable noncontrolling interests

Income tax expense

Net income (loss) attributable to redeemable noncontrolling interests

Net loss attributable to noncontrolling interests

1 unchanged sentence

Other revenue

Income from unconsolidated real estate ventures, net

Income (loss) from unconsolidated real estate ventures, net

Interest and other income, net

Gain (loss) on the sale of real estate, net

Gain on the sale of real estate, net

Consolidated NOI

1 unchanged sentence

Items classified in the Other column include development assets, corporate entities, land assets for which we are the ground lessor and the elimination of inter-segment activity.

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

(In thousands)

7 unchanged sentences

Consolidated NOI

Three Months Ended March 31, 2022

Three Months Ended June 30, 2022

(In thousands)

7 unchanged sentences

Consolidated NOI

Six Months Ended June 30, 2023

(In thousands)

Property rental revenue

Parking revenue

Total property revenue

Property expense:

Property operating

Real estate taxes

Total property expense

Consolidated NOI

Six Months Ended June 30, 2022

(In thousands)

Property rental revenue

Parking revenue

Total property revenue

Property expense:

Property operating

Real estate taxes

Total property expense

Consolidated NOI

The following is a summary of certain balance sheet data by segment:

(In thousands)

March 31, 2023

June 30, 2023

Real estate, at cost

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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.

Our debt, consisting of mortgage loans secured by our properties, a revolving credit facility and 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.

1 unchanged sentence

Construction Commitments

As of March 31, 2023, we had assets under construction that, based on our current plans and estimates, require an additional $ 346.5 million to complete, which we anticipate will be primarily expended over the next three years .

As of June 30, 2023, we had assets under construction that, based on our current plans and estimates, require an additional $ 284.7 million to complete, which we anticipate will be primarily expended over the next three years .

These capital expenditures are generally due as the work is performed, and we expect to finance them with debt proceeds, proceeds from asset sales and recapitalizations, and available cash.

3 unchanged sentences

Nevertheless, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites or changes in cleanup requirements would not result in significant cost to us.

Environmental liabilities totaled $ 18.0 million as of March 31, 2023 and December 31, 2022 and are included in "Other liabilities, net"

Environmental liabilities totaled $ 18.0 million as of June 30, 2023 and December 31, 2022 and are included in "Other liabilities, net"

in our balance sheets.

As of March 31, 2023, we had committed tenant-related obligations totaling $ 60.6 million ($ 58.6 million related to our consolidated entities and $ 2.0 million related to our unconsolidated real estate ventures at our share).

As of June 30, 2023, we had committed tenant-related obligations totaling $ 53.1 million ($ 51.4 million related to our consolidated entities and $ 1.7 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.

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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 March 31, 2023, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures and other investments totaling $ 62.6 million.

As of March 31, 2023, we had no principal payment guarantees related to our unconsolidated real estate ventures.

As of June 30, 2023, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures and other investments totaling $ 62.0 million.

As of June 30, 2023, we had no debt principal payment guarantees related to our unconsolidated real estate ventures.

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

As of March 31, 2023, the aggregate amount of principal payment guarantees was $ 8.3 million for our consolidated entities.

As of June 30, 2023, the aggregate amount of debt principal payment guarantees was $ 8.3 million for our consolidated entities.

In connection with the Formation Transaction, we have an agreement with Vornado regarding tax matters (the "Tax Matters Agreement") that provides special rules that allocate tax liabilities if the distribution of JBG SMITH shares by Vornado, together with certain related transactions, is determined not to be tax-free.

6 unchanged sentences

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

As of March 31, 2023, the WHI Impact Pool had completed closings of capital commitments totaling $ 114.4 million, which included a commitment from us of $ 11.2 million.

As of March 31, 2023, our remaining unfunded commitment was $ 4.3 million.

The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds and the WHI Impact Pool and its affiliates was $ 5.0 million and $ 5.5 million for the three months ended March 31, 2023 and 2022.

As of March 31, 2023 and December 31, 2022, we had receivables from the JBG Legacy Funds and the WHI Impact Pool and its affiliates totaling $ 5.2 million and $ 4.5 million for such services.

Commencing in March 2023, in connection with the sale of an 80.0 % interest in 4747 Bethesda Avenue, we leased our corporate offices from an unconsolidated real estate venture and incurred $ 158,000 of rent expense for the three months ended March 31, 2023, which is included in "General and administrative expense"

in our statement of operations.

As of June 30, 2023, the WHI Impact Pool had completed

closings of capital commitments totaling $ 114.4 million, which included a commitment from us of $ 11.2 million.

As of June 30, 2023, our remaining unfunded commitment was $ 4.3 million.

The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds and the WHI Impact Pool and its affiliates was $ 5.9 million and $ 10.8 million for the three and six months ended June 30, 2023, and $ 4.8 million and $ 10.3 million for the three and six months ended June 30, 2022.

As of June 30, 2023 and December 31, 2022, we had receivables from the JBG Legacy Funds and the WHI Impact Pool and its affiliates totaling $ 3.8 million and $ 4.5 million for such services.

Commencing in March 2023, in connection with the sale of an 80.0 % interest in 4747 Bethesda Avenue, we leased our corporate offices from an unconsolidated real estate venture and incurred $ 1.6 million and $ 1.8 million of rent expense for the three and six months ended June 30, 2023, which was included in "General and administrative expense"

in our statements of operations.

We have agreements with Building Maintenance Services ("BMS"), an entity in which we have a minor preferred interest, to supervise cleaning, engineering and security services at our properties.

We paid BMS $ 2.4 million and $ 3.1 million during the three months ended March 31, 2023 and 2022, which is included in "Property operating expenses"

We paid BMS $ 2.3 million and $ 4.6 million for the three and six months ended June 30, 2023, and $ 2.0 million and $ 5.1 million for the three and six months ended June 30, 2022, which was included in "Property operating expenses"

in our statements of operations.

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

What changed 10-Q

Item 1. Financial Statements