What changed in this filing

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Item 1. Financial Statements

2023-11-07 compared with 2023-08-08 · 220 added, 175 removed, 666 unchanged (37% of the section changed)

3 unchanged sentences

(In thousands, except par value amounts)

June 30, 2023

September 30, 2023

December 31, 2022

14 unchanged sentences

Other assets, net

Assets held for sale

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

10 unchanged sentences

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

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

97,717 and 114,013 shares issued and outstanding as of September 30, 2023 and December 31, 2022

Additional paid-in capital

8 unchanged sentences

(In thousands, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Property rental

12 unchanged sentences

OTHER INCOME (EXPENSE)

Income (loss) from unconsolidated real estate ventures, net

Loss from unconsolidated real estate ventures, net

Interest and other income, net

2 unchanged sentences

Loss on the extinguishment of debt

Impairment loss

Total other income (expense)

3 unchanged sentences

Net (income) loss attributable to redeemable noncontrolling interests

Net loss attributable to noncontrolling interests

Net (income) loss attributable to noncontrolling interests

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS

3 unchanged sentences

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Comprehensive Income

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

NET INCOME (LOSS)

OTHER COMPREHENSIVE INCOME (LOSS):

OTHER COMPREHENSIVE INCOME:

Change in fair value of derivative financial instruments

Reclassification of net (income) loss on derivative financial instruments from accumulated other comprehensive income into interest expense

Total other comprehensive income (loss)

COMPREHENSIVE INCOME

Total other comprehensive income

COMPREHENSIVE INCOME (LOSS)

Net (income) loss attributable to redeemable noncontrolling interests

Net loss attributable to noncontrolling interests

Other comprehensive (income) loss attributable to redeemable noncontrolling interests

Net (income) loss attributable to noncontrolling interests

Other comprehensive income attributable to redeemable noncontrolling interests

Other comprehensive income attributable to noncontrolling interests

COMPREHENSIVE INCOME ATTRIBUTABLE TO JBG SMITH PROPERTIES

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO JBG SMITH PROPERTIES

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

5 unchanged sentences

Noncontrolling

BALANCE AS OF MARCH 31, 2023

BALANCE AS OF JUNE 30, 2023

Net loss attributable to common shareholders and noncontrolling interests

8 unchanged sentences

Other comprehensive income attributable to noncontrolling interest

BALANCE AS OF SEPTEMBER 30, 2023

BALANCE AS OF JUNE 30, 2022

BALANCE AS OF MARCH 31, 2022

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

4 unchanged sentences

($ 0.225 per common share)

Contributions from noncontrolling interests, net

Distributions 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

BALANCE AS OF SEPTEMBER 30, 2022

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

6 unchanged sentences

BALANCE AS OF DECEMBER 31, 2022

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

Net loss attributable to common shareholders and noncontrolling interests

Redemption of OP Units for common shares

4 unchanged sentences

Distributions to noncontrolling interests, net

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

Other comprehensive loss

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

Other comprehensive income

Other comprehensive income attributable to noncontrolling interest

BALANCE AS OF JUNE 30, 2023

BALANCE AS OF SEPTEMBER 30, 2023

BALANCE AS OF DECEMBER 31, 2021

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

Net income attributable to common shareholders and noncontrolling interests

Redemption of OP Units for common shares

6 unchanged sentences

Other comprehensive income

BALANCE AS OF JUNE 30, 2022

BALANCE AS OF SEPTEMBER 30, 2022

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

2 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

OPERATING ACTIVITIES:

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

Net income (loss)

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

Share-based compensation expense

1 unchanged sentence

Deferred rent

Income from unconsolidated real estate ventures, net

Loss from unconsolidated real estate ventures, net

Amortization of market lease intangibles, net

1 unchanged sentence

Loss on the extinguishment of debt

Impairment loss

Gain on the sale of real estate, net

12 unchanged sentences

Acquisition of real estate

Deposits for real estate and other acquisitions

Proceeds from the sale of real estate

Proceeds from the sale of investments

Distributions of capital from unconsolidated real estate ventures

Proceeds from derivative financial instruments

Payments on derivative financial instruments

Distributions of capital from unconsolidated real estate ventures and other investments

Investments in unconsolidated real estate ventures and other investments

6 unchanged sentences

Repayments of revolving credit facility

Proceeds from derivative financial instruments

Payments on derivative financial instruments

Debt issuance and modification costs

7 unchanged sentences

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

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

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

JBG SMITH PROPERTIES

1 unchanged sentence

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

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

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

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

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

Cash and cash equivalents

23 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 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.

As of September 30, 2023, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 87.7 % 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 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.

As of September 30, 2023, our Operating Portfolio consisted of 48 operating assets comprising 30 commercial assets totaling 9.2 million square feet ( 8.1 million square feet at our share), 16 multifamily assets totaling 6,318 units ( 6,318 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.

6 unchanged sentences

All intercompany transactions and balances have been eliminated.

The results of operations

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.

The results of operations for the three and nine months ended September 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 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.

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

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

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

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

13 unchanged sentences

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.

We elected to apply the hedge accounting expedients that allow us to (i) continue to amortize previously deferred gains and losses in accumulated other comprehensive income 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 also 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.

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

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:

As of September 30, 2023, we have converted all our London Interbank Offered Rate-indexed debt and derivative financial instruments to Secured Overnight Financing Rate ("SOFR")-based indexes.

derivative financial instruments designated as effective hedges, we utilized the elective relief in Topic 848 that allows for the continuation of hedge accounting through the transition process.

Acquisition, Dispositions and Assets Held for Sale

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

The following is a summary of activity for the nine months ended September 30, 2023:

Date Disposed

6 unchanged sentences

Bethesda, Maryland

September 20, 2023

Falkland Chase-South & West and Falkland Chase-North

Silver Spring, Maryland

(1) We sold an 80.0 % interest in the asset for a gross sales price of $ 196.0 million, representing a gross valuation of $ 245.0 million.

See Note 4 for additional information.

(2) Represents recognition of contingent consideration related to a prior period disposition.

(2) Related to prior period dispositions.

Assets Held for Sale

The following is a summary of assets held for sale as of September 30, 2023.

There were no assets held for sale as of December 31, 2022.

(In thousands)

5 M Street Southwest (1)

Washington, D.C.

(1) Sold on October 4, 2023 for $ 29.5 million.

Total square feet represent estimated potential development density.

Investments in Unconsolidated Real Estate Ventures

1 unchanged sentence

Real Estate Venture

June 30, 2023

September 30, 2023

December 31, 2022

6 unchanged sentences

CBREI Venture (4)

9.9 % - 10.0 %

Landmark Partners (5)

Total investments in unconsolidated real estate ventures (6) (7)

(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.

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

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

Morgan is the advisor for an institutional investor.

1 unchanged sentence

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

(4) In connection with the preparation and review of the third quarter 2023 financial statements, an impairment loss of $ 3.3 million associated with a commercial asset located in Washington, D.C.

was included in "Loss from unconsolidated real estate ventures, net"

in our statements of operations for the three and nine months ended September 30, 2023.

(5) Excludes the L'Enfant Plaza Assets for which we have a zero investment balance and discontinued applying the equity method of accounting after September 30, 2022.

1 unchanged sentence

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 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 .

(7) As of September 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 $ 6.9 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 $ 5.6 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.

We recognized revenue, including expense reimbursements, of $ 5.4 million and $ 16.3 million for the three and nine months ended September 30, 2023, and $ 6.1 million and $ 18.2 million for the three and nine months ended September 30, 2022 for such services.

The following is a summary of disposition activity by our unconsolidated real estate ventures:

Proportionate

Date Disposed

(In thousands)

August 24, 2023

CBREI Venture

Stonebridge at Potomac Town Center

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

1 unchanged sentence

Interest Rate (1)

June 30, 2023

September 30, 2023

December 31, 2022

5 unchanged sentences

Mortgage loans, net (4) (5)

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

(1) Weighted average effective interest rate as of September 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:

June 30, 2023

September 30, 2023

December 31, 2022

7 unchanged sentences

Total liabilities and equity

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

1 unchanged sentence

Total revenue

Operating income (2)

Operating income (loss) (2)

Net income (loss) (2)

(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 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.

Excludes combined balance sheet information for both periods presented and combined income statement information for the three and nine months ended September 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 Stonebridge at Potomac Town Center of $ 4.6 million for the three and nine months ended September 30, 2023.

Includes the gain on the sale of various assets totaling $ 77.4 million during the nine months ended September 30, 2022.

Includes impairment losses of $ 30.1 million and $ 16.1 million during the three and nine months ended September 30, 2023 and 2022.

Variable Interest Entities

4 unchanged sentences

Unconsolidated VIEs

As of June 30, 2023 and December 31, 2022, we had interests in entities deemed to be VIEs.

As of September 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 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"

As of September 30, 2023 and December 31, 2022, the net carrying amounts of our investment in these entities were $ 85.9 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 was included in "Income (loss) from unconsolidated real estate ventures, net"

Our equity in the income of unconsolidated VIEs was included in "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 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.

As of September 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 $ 456.1 million and $ 265.5 million, and liabilities of $ 245.1 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:

June 30, 2023

September 30, 2023

December 31, 2022

1 unchanged sentence

Prepaid expenses

Derivative agreements, at fair value

Derivative financial instruments, at fair value

Deferred financing costs, net

3 unchanged sentences

Total other assets, net

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

(1) Includes our corporate office lease at 4747 Bethesda Avenue as of September 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 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"

During the three and nine months ended September 30, 2023, unrealized gains (losses) related to these investments were ($ 492,000 ) and $ 1.2 million .

During the three and nine months ended September 30, 2022, unrealized gains (losses) related to these investments were ($ 267,000 ) and $ 928,000 .

During the three and nine months ended September 30, 2023, realized losses related to these investments were $ 165,000 and $ 483,000 .

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

in our statements of operations.

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

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"

During the three and nine months ended September 30, 2023, realized gains related to these investments were $ 436,000 .

During the three and nine months ended September 30, 2022, realized gains (losses) related to these investments were ($ 300,000 ) and $ 13.8 million.

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

in our statements of operations .

3 unchanged sentences

Interest Rate (1)

June 30, 2023

September 30, 2023

December 31, 2022

5 unchanged sentences

Mortgage loans, net

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

(1) Weighted average effective interest rate as of September 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 was 2.42 % , and the weighted average maturity date of the interest rate caps is August 2023.

For mortgage loans with interest rate caps, the weighted average interest rate cap strike was 3.16 % , and the weighted average maturity date of the interest rate caps is December 2024.

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

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

As of September 30, 2023, one-month term SOFR was 5.32 % .

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

(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"

(4) As of September 30, 2023 and December 31, 2022, excludes $ 1.8 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 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.

As of September 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.

5 unchanged sentences

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.

As of September 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 $ 1.6 billion and $ 1.3 billion.

See Note 15 for additional information.

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.

As of September 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 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.

We have the option to increase the $ 750.0 million revolving credit facility or add term loans up to $ 500.0 million, and we 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.

3 unchanged sentences

Interest Rate (1)

June 30, 2023

September 30, 2023

December 31, 2022

6 unchanged sentences

Term loans, net

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

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

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

(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"

(2) As of September 30, 2023, daily SOFR was 5.31 % .

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

In October 2023, we drew an additional $ 50.0 million under the revolving credit facility.

(3) As of September 30, 2023 and December 31, 2022, excludes $ 10.9 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 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 .

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

As of September 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 Loa n.

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

1 unchanged sentence

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.

(5) As of September 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:

June 30, 2023

September 30, 2023

December 31, 2022

8 unchanged sentences

Dividends payable

Derivative agreements, at fair value

Derivative financial instruments, at fair value

Deferred purchase price related to the acquisition of a development parcel

Total other liabilities, net

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

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

Redeemable Noncontrolling Interests

1 unchanged sentence

Vested LTIP Units are redeemable into OP Units.

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.

During the nine months ended September 30, 2023 and 2022, unitholders redeemed 2.1 million and 493,596 OP Units, which we elected to redeem for an equivalent number of our common shares.

As of September 30, 2023, outstanding OP Units and redeemable LTIP Units totaled 13.7 million, representing a 12.3 % 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 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 June 30, 2022, we held a 96.0 % ownership interest in the real estate venture.

As of September 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 June 30,

Three Months Ended September 30,

(In thousands)

Balance, beginning of period

LTIP Units issued in lieu of cash compensation (1)

Net income (loss)

4 unchanged sentences

Balance, end of period

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands)

1 unchanged sentence

LTIP Units issued in lieu of cash compensation (1)

Other comprehensive income (loss)

Net income (loss)

Other comprehensive income

Distributions

5 unchanged sentences

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

2 unchanged sentences

LTIP Units and Time-Based LTIP Units

During the six months ended June 30, 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.

During the nine months ended September 30, 2023, we granted to certain employees 979,138 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") and a weighted average grant-date fair value of $ 17.56 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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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 aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the nine months ended September 30, 2023 was $ 23.4 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.

11 unchanged sentences

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 six months ended June 30, 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 nine months ended September 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 six months ended June 30, 2023 was $ 1.5 million.

The aggregate grant-date fair value of the RSUs granted during the nine months ended September 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.

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

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

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

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in our statements of operations.

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.

As of September 30, 2023, we had $ 31.5 million of total unrecognized compensation expense related to unvested share-based payment arrangements, which is expected to be recognized over a weighted average period of 3.0 years.

Transaction and Other Costs

The following is a summary of transaction and other costs:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

6 unchanged sentences

The following is a summary of interest expense:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

4 unchanged sentences

Net unrealized (gain) loss

Net realized loss

Net realized gain

Capitalized interest

3 unchanged sentences

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 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.

During the three and nine months ended September 30, 2023, we repurchased and retired 7.9 million and 18.4 million common shares for $ 120.8 million and $ 276.7 million, a weighted average purchase price per share of $ 15.24 and $ 14.98 .

During the three and nine months ended September 30, 2022, we repurchased and retired 2.3 million and 14.2 million common shares for $ 54.0 million and $ 361.0 million, a weighted average purchase price per share of $ 23.35 and $ 25.49 .

Since we began the share repurchase program through September 30, 2023, we have repurchased and retired 41.7 million common shares for $ 900.2 million, a weighted average purchase price per share of $ 21.54 .

During the fourth quarter of 2023, through the date of this filing, we repurchased and retired 2.0 million common shares for $ 28.0 million, a weighted average purchase price per share of $ 13.85 , pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

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.

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,

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands, except per share amounts)

1 unchanged sentence

Net (income) loss attributable to redeemable noncontrolling interests

Net loss attributable to noncontrolling interests

Net (income) loss attributable to noncontrolling interests

Net income (loss) attributable to common shareholders

3 unchanged sentences

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 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).

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 September 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 5.2 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.

AO LTIP Units, Performance-Based LTIP Units, formation awards and RSUs, which totaled 6.6 million and 6.9 million for the three and nine months ended September 30, 2023, and 5.9 million for the three and nine months ended September 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.

On October 31, 2023, our Board of Trustees declared a quarterly dividend of $ 0.225 per common share, payable on December 1, 2023 to shareholders of record as of November 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 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"

As of September 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 $ 59.7 million and $ 55.0 million as of September 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."

11 unchanged sentences

(In thousands)

June 30, 2023

September 30, 2023

Derivative financial instruments designated as effective hedges:

Classified as assets in "Other assets, net"

Classified as liabilities in "Other liabilities, net"

Derivative financial instruments designated as ineffective hedges:

Classified as assets in "Other assets, net"

Classified as liabilities in "Other liabilities, net"

December 31, 2022

5 unchanged sentences

This analysis reflected the contractual terms of the derivative, including the period to maturity, and used observable market-based inputs, including interest rate market data and implied volatilities in such interest rates.

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

However, as of 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 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.

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

However, as of September 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.

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

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

in our statements of comprehensive income (loss) for the three and nine months ended September 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.

Realized and unrealized gains related to ineffective hedges are included in "Interest expense"

in our statements of operations.

Fair Value Measurements on a Nonrecurring Basis

Our real estate assets are reviewed for impairment whenever there are changes in circumstances or indicators that the carrying amount of the assets may not be recoverable.

This assessment resulted in the impairment of 2101 L Street and 2100 Crystal Drive, which were written down to their estimated aggregate fair value of $ 148.9 million and were classified as Level 3 in the fair value hierarchy in connection with the preparation and review of our third quarter 2023 financial statements.

Our estimate of fair value for 2101 L Street and 2100 Crystal Drive was determined using a discounted cash flow model, which considers, among other things, the anticipated holding period, current market conditions and utilizes unobservable quantitative inputs, including appropriate capitalization and discount rates.

The assessment also resulted in the impairment of a development parcel, which was written down to its estimated fair value of $ 11.3 million based on an expected sales price as determined by a contract under negotiation as of September 30, 2023 and was classified as Level 2 in the fair value hierarchy.

The impairment loss totaled $ 59.3 million, which is included in "Impairment loss"

in our statements of operations for the three and nine months ended September 30, 2023.

There were no assets measured at fair value on a nonrecurring basis as of December 31, 2022.

Financial Assets and Liabilities Not Measured at Fair Value

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

As of September 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:

September 30, 2023

December 31, 2022

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 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 $ 10.9 million and $ 13.7 million as of June 30, 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 $ 9.5 million and $ 13.7 million as of September 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 June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

8 unchanged sentences

Loss on the extinguishment of debt

Impairment loss

Income tax expense

Net income (loss) attributable to redeemable noncontrolling interests

Net loss attributable to noncontrolling interests

Net income (loss) attributable to noncontrolling interests

Third-party real estate services, including reimbursements revenue

Other revenue

Income (loss) from unconsolidated real estate ventures, net

Loss from unconsolidated real estate ventures, net

Interest and other income, net

3 unchanged sentences

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 June 30, 2023

Three Months Ended September 30, 2023

(In thousands)

7 unchanged sentences

Consolidated NOI

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

(In thousands)

7 unchanged sentences

Consolidated NOI

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

(In thousands)

7 unchanged sentences

Consolidated NOI

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

(In thousands)

9 unchanged sentences

(In thousands)

June 30, 2023

September 30, 2023

Real estate, at cost

5 unchanged sentences

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 $ 1.0 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.

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 conventional 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.

6 unchanged sentences

Construction Commitments

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 .

As of September 30, 2023, we had assets under construction that, based on our current plans and estimates, require an additional $ 230.5 million to complete, which we anticipate will be primarily expended over the next two 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 June 30, 2023 and December 31, 2022 and are included in "Other liabilities, net"

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

in our balance sheets.

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).

As of September 30, 2023, we had committed tenant-related obligations totaling $ 47.7 million ($ 46.3 million related to our consolidated entities and $ 1.4 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.

1 unchanged sentence

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.

During the three months ended September 30, 2023, we recognized a $ 6.0 million gain from the settlement of litigation, which was included in "Interest and other income, net"

in our statements of operations.

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.

3 unchanged sentences

Amounts that we may be required to pay in future periods in relation to guarantees associated with budget overruns or operating losses are not estimable.

As of June 30, 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.

As of September 30, 2023, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures and other investments totaling $ 63.0 million.

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

As of September 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.

5 unchanged sentences

We launched the WHI with the Federal City Council in June 2018 as a scalable market-driven model that uses private capital to help address the scarcity of housing for middle income families.

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

As of June 30, 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"

We are the manager for the WHI Impact Pool,

which is the social impact investment vehicle of the WHI.

As of September 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 September 30, 2023, our remaining unfunded commitment was $ 3.5 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 $ 4.8 million and $ 15.7 million for the three and nine months ended September 30, 2023, and $ 4.9 million and $ 15.1 million for the three and nine months ended September 30, 2022.

As of September 30, 2023 and December 31, 2022, we had receivables from the JBG Legacy Funds and the WHI Impact Pool and its affiliates totaling $ 2.3 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 $ 3.4 million of rent expense for the three and nine months ended September 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 $ 2.3 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"

We paid BMS $ 2.3 million and $ 7.0 million for the three and nine months ended September 30, 2023, and $ 2.7 million and $ 7.8 million for the three and nine months ended September 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