SCHEDULE III
JBG SMITH PROPERTIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2023
(Dollars in thousands)
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| · · · · · · · Costs · · · · · · · · · · |
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| · · · · · · · · · · · Capitalized · · Gross Amounts at Which Carried · · Accumulated · · · · |
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| · · · · · Initial Cost to Company · · Subsequent · · at Close of Period · · Depreciation · · · · |
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| · · · · · Land and · · Buildings and · · to · · Land and · · Buildings and · · · · · and · · Date of · · Date |
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| Description · · Encumbrances(1) · · Improvements · · Improvements · · Acquisition(2) · · Improvements (3) · · Improvements · · Total · · Amortization · · Construction(4) · · Acquired |
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| Multifamily Operating Assets · · · · · · · · · · · · · · · |
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| Fort Totten Square | | | $— | | | $24,390 | | | $90,404 | | | $2,009 | | | $24,424 | | | $92,379 | | | $116,803 | | | $23,985 | | 2015 | | 2017 |
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| WestEnd25 | | | 97,500 | | | 67,049 | | | 5,039 | | | 115,308 | | | 69,177 | | | 118,219 | | | 187,396 | | | 44,004 | | 2009 | | 2007 |
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| F1RST Residences | | | 77,512 | | | 31,064 | | | 133,256 | | | 1,034 | | | 31,069 | | | 134,285 | | | 165,354 | | | 20,740 | | 2017 | | 2019 |
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| 1221 Van Street | | | 87,253 | | | 27,386 | | | 63,775 | | | 27,952 | | | 28,263 | | | 90,850 | | | 119,113 | | | 24,748 | | 2018 | | 2017 |
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| North End Retail (5) | | | — | | | 5,847 | | | 9,333 | | | (109) | | | 5,871 | | | 9,200 | | | 15,071 | | | 1,987 | | 2015 | | 2017 |
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| RiverHouse Apartments | | | 307,710 | | | 118,421 | | | 125,078 | | | 101,369 | | | 139,341 | | | 205,527 | | | 344,868 | | | 100,055 | | 1960 | | 2007 |
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| The Bartlett | | | 217,453 | | | 41,687 | | | — | | | 228,710 | | | 41,993 | | | 228,404 | | | 270,397 | | | 46,040 | | 2016 | | 2007 |
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| 220 20th Street | | | 80,240 | | | 8,434 | | | 19,340 | | | 103,748 | | | 9,030 | | | 122,492 | | | 131,522 | | | 49,363 | | 2009 | | 2017 |
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| West Half | | | — | | | 45,668 | | | 17,902 | | | 164,575 | | | 49,079 | | | 179,066 | | | 228,145 | | | 43,091 | | 2019 | | 2017 |
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| The Wren | | | 110,045 | | | 14,306 | | | — | | | 140,978 | | | 17,767 | | | 137,517 | | | 155,284 | | | 23,580 | | 2020 | | 2017 |
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| 900 W Street | | | — | | | 21,685 | | | 5,162 | | | 39,214 | | | 22,182 | | | 43,879 | | | 66,061 | | | 8,323 | | 2020 | | 2017 |
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| 901 W Street | | | — | | | 25,992 | | | 8,790 | | | 65,715 | | | 26,905 | | | 73,592 | | | 100,497 | | | 13,478 | | 2020 | | 2017 |
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| The Batley | | | — | | | 44,315 | | | 158,408 | | | 403 | | | 44,412 | | | 158,714 | | | 203,126 | | | 12,175 | | 2019 | | 2021 |
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| 2221 S. Clark-Residential | | | — | | | 6,185 | | | 16,981 | | | 37,084 | | | 6,540 | | | 53,710 | | | 60,250 | | | 16,563 | | 1964 | | 2002 |
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| 8001 Woodmont Ave | | | 101,720 | | | 28,621 | | | 180,775 | | | (3,714) | | | 28,641 | | | 177,041 | | | 205,682 | | | 7,596 | | 2021 | | 2022 |
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| Atlantic Plumbing | | | — | | | 50,287 | | | 105,483 | | | 567 | | | 50,307 | | | 106,030 | | | 156,337 | | | 6,528 | | 2016 | | 2022 |
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| Commercial Operating Assets | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| 2101 L Street | | | 120,307 | | | 32,815 | | | 51,642 | | | 16,727 | | | 29,834 | | | 71,350 | | | 101,184 | | | 1,315 | | 1975 | | 2003 |
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| 2121 Crystal Drive | | | — | | | 21,503 | | | 87,329 | | | 62,516 | | | 24,613 | | | 146,735 | | | 171,348 | | | 64,534 | | 1985 | | 2002 |
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| 2345 Crystal Drive | | | — | | | 23,126 | | | 93,918 | | | 62,152 | | | 24,260 | | | 154,936 | | | 179,196 | | | 82,224 | | 1988 | | 2002 |
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| 2231 Crystal Drive | | | — | | | 20,611 | | | 83,705 | | | 32,476 | | | 21,969 | | | 114,823 | | | 136,792 | | | 63,041 | | 1987 | | 2002 |
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| 1550 Crystal Drive | | | — | | | 22,182 | | | 70,525 | | | 185,485 | | | 42,560 | | | 235,632 | | | 278,192 | | | 68,700 | | 1980, 2020 | | 2002 |
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| 2011 Crystal Drive | | | — | | | 18,940 | | | 76,921 | | | 55,542 | | | 19,897 | | | 131,506 | | | 151,403 | | | 67,615 | | 1984 | | 2002 |
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| 2451 Crystal Drive | | | — | | | 11,669 | | | 68,047 | | | 53,057 | | | 12,573 | | | 120,200 | | | 132,773 | | | 59,539 | | 1990 | | 2002 |
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| 1235 S. Clark Street | | | 76,537 | | | 15,826 | | | 56,090 | | | 36,146 | | | 16,733 | | | 91,329 | | | 108,062 | | | 52,722 | | 1981 | | 2002 |
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| 241 18th Street S. | | | — | | | 13,867 | | | 54,169 | | | 64,746 | | | 24,076 | | | 108,706 | | | 132,782 | | | 57,420 | | 1977 | | 2002 |
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| 251 18th Street S. | | | 34,152 | | | 12,305 | | | 49,360 | | | 60,206 | | | 15,572 | | | 106,299 | | | 121,871 | | | 58,313 | | 1975 | | 2002 |
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| 1215 S. Clark Street | | | 105,000 | | | 13,636 | | | 48,380 | | | 55,905 | | | 14,401 | | | 103,520 | | | 117,921 | | | 55,243 | | 1983 | | 2002 |
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| 201 12th Street S. | | | 32,728 | | | 8,432 | | | 52,750 | | | 31,264 | | | 9,106 | | | 83,340 | | | 92,446 | | | 47,072 | | 1987 | | 2002 |
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| 800 North Glebe Road | | | — | | | 28,168 | | | 140,983 | | | 1,865 | | | 28,168 | | | 142,848 | | | 171,016 | | | 34,589 | | 2012 | | 2017 |
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| 2200 Crystal Drive | | | — | | | 10,136 | | | 30,050 | | | (23,390) | | | 3,680 | | | 13,116 | | | 16,796 | | | 281 | | 1968 | | 2002 |
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| 1225 S. Clark Street | | | 85,000 | | | 11,176 | | | 43,495 | | | 38,712 | | | 11,810 | | | 81,573 | | | 93,383 | | | 40,465 | | 1982 | | 2002 |
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| 1901 South Bell Street | | | — | | | 11,669 | | | 36,918 | | | 19,034 | | | 12,325 | | | 55,296 | | | 67,621 | | | 32,242 | | 1968 | | 2002 |
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| 2100 Crystal Drive | | | — | | | 7,957 | | | 23,590 | | | (11,148) | | | 4,650 | | | 15,749 | | | 20,399 | | | 6,873 | | 1968 | | 2002 |
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| 1800 South Bell Street (6) | | | — | | | 9,072 | | | 28,702 | | | 9,989 | | | 9,299 | | | 38,464 | | | 47,763 | | | 36,978 | | 1969 | | 2002 |
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| 200 12th Street S. | | | 16,439 | | | 8,016 | | | 30,552 | | | 21,349 | | | 8,473 | | | 51,444 | | | 59,917 | | | 32,323 | | 1985 | | 2002 |
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| Crystal City Shops at 2100 | | | — | | | 4,059 | | | 9,309 | | | (5,992) | | | 2,940 | | | 4,436 | | | 7,376 | | | 1,870 | | 1968 | | 2002 |
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| Crystal Drive Retail | | | — | | | 5,241 | | | 20,465 | | | (1,230) | | | 5,375 | | | 19,101 | | | 24,476 | | | 11,786 | | 2003 | | 2004 |
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| One Democracy Plaza | | | — | | | — | | | 33,628 | | | (27,590) | | | 71 | | | 5,967 | | | 6,038 | | | 2,219 | | 1987 | | 2002 |
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| 1770 Crystal Drive | | | — | | | 10,771 | | | 44,276 | | | 72,722 | | | 14,385 | | | 113,384 | | | 127,769 | | | 13,965 | | 1980, 2020 | | 2002 |
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| Ground Leases and Other | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| 1700 M Street | | | — | | | 34,178 | | | 46,938 | | | (26,130) | | | 54,986 | | | — | | | 54,986 | | | — | | | | 2002, 2006 |
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| 1831/1861 Wiehle Avenue | | | — | | | 39,529 | | | — | | | 3,677 | | | 43,206 | | | — | | | 43,206 | | | — | | | | 2017 |
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| Under-Construction Assets | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| 1900 Crystal Drive (7) | | | 187,358 | | | 16,811 | | | 53,187 | | | 335,465 | | | 7,989 | | | 397,474 | | | 405,463 | | | 136 | | 2023 | | 2002 |
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| 2000/2001 South Bell Street | | | 61,271 | | | 7,300 | | | 8,805 | | | 194,793 | | | — | | | 210,898 | | | 210,898 | | | — | | | | 2002 |
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| Development Pipeline | | | — | | | 144,471 | | | 15,189 | | | 90,356 | | | 136,785 | | | 113,231 | | | 250,016 | | | 25 | | | | |
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| Corporate | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Corporate | | | 782,000 | | | — | | | — | | | 18,163 | | | — | | | 18,163 | | | 18,163 | | | 4,657 | | | | 2017 |
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| | | | $2,580,225 | | | $1,124,803 | | | $2,298,649 | | | $2,451,710 | | | $1,194,737 | | | $4,680,425 | | | $5,875,162 | | | $1,338,403 | | | | |
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Note: Depreciation of the buildings and improvements is calculated over lives ranging from the life of the lease to 40 years. The net basis of our assets and liabilities for tax reporting purposes is approximately$422.1 million higher than the amounts reported in our consolidated balance sheet as of December 31, 2023.
| (1) | Represents the contractual debt obligations. |
| (2) | Includes asset impairments recognized, amounts written off in connection with redevelopment activities and partial sale of assets. |
| (3) | Land associated with buildings under construction was included in construction in progress which is reflected in the Building and Improvements column. |
| (4) | Date of original construction, many assets have had substantial renovation or additional construction. See "Costs Capitalized Subsequent to Acquisition" column. |
| (5) | In January 2024, we sold North End Retail for a gross sales price of $14.3 million. |
| (6) | In the first quarter of 2024, 1800 South Bell Street was taken out of service. |
| (7) | In December 2023, a portion of 1900 Crystal Drive was placed into service. |
The following is a reconciliation of real estate and accumulated depreciation:
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| · · Year Ended December 31, |
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| | 2023 | 2022 | 2021 |
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| Real Estate: (1) | | | | | | | | | |
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| Balance at beginning of the year | | | $6,158,082 | | | $6,310,361 | | | $6,074,516 |
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| Acquisitions | | | — | | | 365,166 | | | 202,565 |
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| Additions | | | 347,757 | | | 352,034 | | | 165,930 |
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| Assets sold or written‑off | | | (444,480) | | | (869,479) | | | (92,332) |
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| Real estate impaired (2) | | | (186,197) | | | — | | | (40,318) |
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| Balance at end of the year | | | $5,875,162 | | | $6,158,082 | | | $6,310,361 |
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| Accumulated Depreciation: | | | | | | |
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| Balance at beginning of the year | | | $1,335,000 | | | $1,368,012 | | | $1,232,699 |
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| Depreciation expense | | | 187,988 | | | 184,678 | | | 201,649 |
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| Accumulated depreciation on assets sold or written‑off | | | (88,614) | | | (217,690) | | | (51,162) |
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| Accumulated depreciation on real estate impaired (2) | | | (95,971) | | | — | | | (15,174) |
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| Balance at end of the year | | | $1,338,403 | | | $1,335,000 | | | $1,368,012 |
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| (1) | Includes assets held for sale. |
| (2) | In 2023, we determined that 2101 L Street, 2100 Crystal Drive, 2200 Crystal Drive and a development parcel were impaired and recorded an impairment loss totaling $90.2 million. In 2021, we determined that 7200 Wisconsin Avenue, RTC-West and a development parcel were impaired and recorded an impairment loss totaling $25.1 million. See Note 19 to the consolidated financial statements for additional information. |
(3) Exhibit Index
| Exhibits | | Description |
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| 2.1 | | Master Transaction Agreement, dated as of October 31, 2016, by and among Vornado Realty Trust, Vornado Realty L.P., JBG Properties, Inc., JBG/Operating Partners, L.P., certain affiliates of JBG Properties Inc. and JBG/Operating Partners set forth on Schedule A thereto, JBG SMITH Properties and JBG SMITH Properties LP (incorporated by reference to Exhibit 2.1 to our Registration Statement on Form 10, filed on June 12, 2017). |
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| 2.2 | | Amendment to Master Transaction Agreement, dated as of July 17, 2017, by and among Vornado Realty Trust, Vornado Realty L.P., JBG Properties, Inc., JBG/Operating Partners, L.P., certain affiliates of JBG Properties Inc. and JBG/Operating Partners set forth on Schedule A thereto, JBG SMITH Properties and JBG SMITH Properties LP (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on July 21, 2017). |
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| 2.3 | | Separation and Distribution Agreement, dated as of July 17, 2017, by and among Vornado Realty Trust, Vornado Realty L.P., JBG SMITH Properties and JBG SMITH Properties LP (incorporated by reference to Exhibit 2.2 to our Current Report on Form 8-K, filed on July 21, 2017). |
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| 3.1 | | Declaration of Trust of JBG SMITH Properties, as amended and restated (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on July 21, 2017). |
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| 3.2 | | Articles Supplementary to Declaration of Trust of JBG SMITH Properties (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on March 6, 2018). |
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| 3.3 | | Articles of Amendment to Declaration of Trust of JBG SMITH Properties (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K, filed on May 3, 2018). |
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| 3.4 | | Second Amended and Restated Bylaws of JBG SMITH Properties, effective August 3, 2023 (incorporated by reference to Exhibit 3.4 in our Quarterly Report on Form 10-Q, filed on August 8, 2023). |
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| 4.1** | | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. |
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| 10.1 | | Second Amended and Restated Limited Partnership Agreement of JBG SMITH Properties LP, dated as of December 17, 2020 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on December 17, 2020). |
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| 10.2 | | Amendment No. 1 to Second Amended and Restated Limited Partnership Agreement of JBG SMITH Properties LP, dated as of April 29, 2021 (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-3, filed on June 30, 2021). |
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| 10.3 | | Tax Matters Agreement, dated as of July 17, 2017, by and between Vornado Realty Trust and JBG SMITH Properties (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on July 21, 2017). |
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| 10.4 | | Employee Matters Agreement, dated as of July 17, 2017, by and between Vornado Realty Trust, Vornado Realty L.P., JBG SMITH Properties and JBG SMITH Properties LP (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on July 21, 2017). |
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| 10.5 | | Transition Services Agreement, dated as of July 17, 2017, by and between Vornado Realty Trust and JBG SMITH Properties (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on July 21, 2017). |
| Exhibits | | Description |
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| 10.6 | | Credit Agreement, dated as of January 14, 2022 by and among JBG SMITH Properties LP, as Borrower, the financial institutions party thereto as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on January 14, 2022). |
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| 10.7 | | First Amendment to Credit Agreement, dated as of July 29, 2022, by and among JBG SMITH Properties LP, as Borrower, the financial institutions party thereto as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q, filed on August 2, 2022). |
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| 10.8 | | Second Amendment to Credit Agreement, dated as of July 24, 2023, by and among JBG SMITH Properties LP, as Borrower, the financial institutions party thereto as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on July 28, 2023). |
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| 10.9 | | Credit Agreement, dated as of July 29, 2022, by and among JBG SMITH Properties LP, as Borrower, the financial institutions party thereto as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q, filed on August 2, 2022). |
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| 10.10 | | First Amendment to Credit Agreement, dated as of July 24, 2023, by and among JBG SMITH Properties LP, as Borrower, the financial institutions party thereto as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.2 to our Current Report on Form - K, filed on July 28, 2023). |
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| 10.11 | | Amended and Restated Credit Agreement, dated as of June 29, 2023, by and among JBG SMITH Properties LP, as Borrower, the financial institutions party thereto as lenders, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on June 29, 2023). |
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| 10.12† | | Form of JBG SMITH Properties Unit Issuance Agreement (incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K, filed on July 21, 2017). |
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| 10.13† | | JBG SMITH Properties Non-Employee Trustee Unit Issuance Agreement, dated July 18, 2017, by and among, JBG SMITH Properties, JBG SMITH Properties LP, Michael J. Glosserman and Glosserman Family JBG Operating, L.L.C. (incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K, filed on July 21, 2017). |
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| 10.14† | | Separation Agreement, dated as of July 31, 2020, by and between JBG SMITH Properties and Robert A. Stewart (incorporated by reference to Exhibit 10.1 to our Current Report on Form 10-Q, filed on November 3, 2020). |
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| 10.15† | | Form of Indemnification Agreement between JBG SMITH Properties and each of its trustees and executive officers (incorporated by reference to Exhibit 10.12 to our Current Report on Form 8-K, filed on July 21, 2017). |
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| 10.16† | | JBG SMITH Properties 2017 Employee Share Purchase Plan (incorporated by reference to Exhibit 10.9 to our Current Report on Form 8-K, filed on July 21, 2017). |
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| Exhibits | | Description |
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| 10.17† | | Amendment No. 1 to the JBG SMITH Properties 2017 Employee Share Purchase Plan, effective January 1, 2018 (incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K, filed on March 12, 2018). |
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| 10.18† | | JBG SMITH Properties 2017 Omnibus Share Plan (incorporated by reference to Exhibit 10.10 to our Current Report on Form 8-K, filed on July 21, 2017). |
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| 10.19† | | Form of JBG SMITH Properties Formation Unit Agreement (incorporated by reference to Exhibit 10.18 to our Registration Statement on Form 10, filed on June 12, 2017). |
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| 10.20† | | Form of JBG SMITH Properties Formation Unit Agreement for Non-Employee Trustees (incorporated by reference to Exhibit 10.19 to our Registration Statement on Form 10, filed on June 12, 2017). |
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| 10.21† | | Form of JBG SMITH Properties Restricted LTIP Unit Agreement (incorporated by reference to Exhibit 10.20 to our Registration Statement on Form 10, filed on June 12, 2017). |
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| 10.22† | | Form of JBG SMITH Properties Performance LTIP Unit Agreement (incorporated by reference to Exhibit 10.21 to our Registration Statement on Form 10, filed on June 12, 2017). |
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| 10.23† | | Form of Second Amended and Restated 2017 JBG SMITH Properties Performance LTIP Unit Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 10-Q, filed on August 4, 2020). |
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| 10.24† | | Form of 2018 Performance LTIP Unit Agreement (incorporated by reference to Exhibit 10.26 to our Annual Report on Form 10-K, filed on March 12, 2018). |
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| 10.25† | | Form of July 2021 Performance LTIP Unit Agreement (incorporated by reference to Exhibit 10.3 to our Current Report on Form 10-Q, filed on August 3, 2021). |
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| 10.26† | | Amended Form of July 2021 Performance LTIP Unit Agreement (incorporated by reference to Exhibit 10.2 to our Current Report on Form 10-Q, filed on November 2, 2021). |
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| 10.27† | | Form of JBG SMITH Properties Non-Employee Trustee Restricted LTIP Unit Agreement (incorporated by reference to Exhibit 10.22 to our Registration Statement on Form 10, filed on June 21, 2017). |
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| 10.28† | | Form of JBG SMITH Properties Non-Employee Trustee Restricted Stock Agreement (incorporated by reference to Exhibit 10.23 to our Registration Statement on Form 10, filed on June 21, 2017). |
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| 10.29† | | Form of JBG SMITH Properties Non-Employee Trustee Unit Issuance Agreement (incorporated by reference to Exhibit 10.24 to our Registration Statement on Form 10, filed on June 21, 2017). |
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| 10.30 | | Side Letter to Tax Matters Agreement, dated as of August 13, 2018, by and between Vornado Realty Trust and JBG SMITH Properties (incorporated by reference to Exhibit 10.1 to our Current Report on Form 10-Q filed on November 7, 2018). |
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| 10.31† | | Amendment No. 1 to the JBG SMITH Properties 2017 Omnibus Share Plan, effective February 18, 2020 (incorporated by reference to Exhibit 10.30 to our Annual Report on Form 10-K, filed on March 5, 2020). |
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| 10.32† | | Amendment No. 2 to the JBG SMITH Properties 2017 Employee Share Purchase Plan, effective May 1, 2019 (incorporated by reference to Exhibit 10.31 to our Annual Report on Form 10-K, filed on March 5, 2020). |
| Exhibits | | Description |
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| 10.33† | | Amendment No. 3 to the 2017 Employee Share Purchase Plan, effective July 20, 2020 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 10-Q, filed on November 3, 2020). |
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| 10.34†** | | Amendment No. 4 to the 2017 Employee Share Purchase Plan, effective October 30, 2023. |
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| 10.35† | | Form of 2020 JBG SMITH Properties Restricted LTIP Unit Agreement (incorporated by reference to Exhibit 10.32 to our Annual Report on Form 10-K, filed on March 5, 2020). |
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| 10.36† | | Form of 2020 JBG SMITH Properties Performance LTIP Unit Agreement (incorporated by reference to Exhibit 10.33 to our Annual Report on Form 10-K, filed on March 5, 2020). |
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| 10.37† | | Form of Amended and Restated 2018 Performance LTIP Unit Agreement (incorporated by reference to Exhibit 10.30 to our Annual Report on Form 10-K, filed on March 5, 2020). |
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| 10.38† | | Second Amended and Restated Employment Agreement, dated as of February 18, 2021, by and between JBG SMITH Properties and W. Matthew Kelly (incorporated by reference to Exhibit 10.32 to our Annual Report on Form 10-K, filed on February 23, 2021). |
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| 10.39† | | Second Amended and Restated Employment Agreement, dated as of February 18, 2021, by and between JBG SMITH Properties and Kevin P. Reynolds (incorporated by reference to Exhibit 10.34 to our Annual Report on Form 10-K, filed on February 23, 2021). |
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| 10.40† | | Amended and Restated Employment Agreement, dated as of February 18, 2021, by and between JBG SMITH Properties and Madhumita Moina Banerjee (incorporated by reference to Exhibit 10.35 to our Annual Report on Form 10-K, filed on February 23, 2021). |
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| 10.41† | | Amended and Restated Employment Agreement, dated as of February 18, 2021, by and between JBG SMITH Properties and Steven A. Museles (incorporated by reference to Exhibit 10.37 to our Annual Report on Form 10-K, filed on February 23, 2021). |
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| 10.42† | | Employment Agreement, dated as of February 18, 2021, by and between JBG SMITH Properties and George Xanders (incorporated by reference to Exhibit 10.38 to our Annual Report on Form 10-K, filed on February 23, 2021). |
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| 10.43† | | Amendment No. 2 to the JBG SMITH Properties 2017 Omnibus Share Plan, effective December 1, 2020 (incorporated by reference to Exhibit 10.39 to our Annual Report on Form 10-K, filed on February 23, 2021). |
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| 10.44† | | Amendment No. 3 to the JBG SMITH Properties 2017 Omnibus Share Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on April 30, 2021). |
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| 10.45† | | Form of JBG SMITH Properties Restricted Share Unit Award Agreement for Employees (incorporated by reference to Exhibit 10.40 to our Annual Report on Form 10-K, filed on February 23, 2021). |
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| 10.46† | | Form of JBG SMITH Properties Restricted Share Unit Award Agreement for Consultants (incorporated by reference to Exhibit 10.41 to our Annual Report on Form 10-K, filed on February 23, 2021). |
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| 10.47† | | Form of July 2021 Restricted LTIP Unit Agreement (incorporated by reference to Exhibit 10.5 to our Current Report on Form 10-Q, filed on August 3, 2021). |
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| Exhibits | | Description |
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| 10.48† | | Form of July 2021 Restricted LTIP Unit Agreement (Special Termination & Vesting Provisions) (incorporated by reference to Exhibit 10.6 to our Current Report on Form 10-Q, filed on August 3, 2021). |
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| 10.49† | | Form of JBG SMITH Properties Performance Share Unit Award Agreement (incorporated by reference to Exhibit 10.42 to our Annual Report on Form 10-K, filed on February 23, 2021). |
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| 10.50† | | Form of 2021 JBG SMITH Properties Performance LTIP Unit Agreement (incorporated by reference to Exhibit 10.43 to our Annual Report on Form 10-K, filed on February 23, 2021). |
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| 10.51† | | Form of AO LTIP Unit Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on January 5, 2022). |
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| 10.52†** | | Form of 2024 AO LTIP Unit Agreement. |
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| 10.53†** | | Form of Agreement Equity Award in Lieu of Annual Cash Bonus. |
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| 10.54†** | | First Amendment to Second Amended and Restated Employment Agreement, dated as of February 14, 2024, by and between JBG SMITH Properties and Kevin P. Reynolds. |
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| 10.55†** | | Employment Agreement, dated as of February 14, 2024, by and between JBG SMITH Properties and Evan Regan-Levine. |
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| 10.56†** | | Employment Agreement, dated as of February 14, 2024, by and between JBG SMITH Properties and David Ritchey. |
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| 10.57†** | | First Amendment to Amended and Restated Employment Agreement, dated as of February 14, 2024, by and between JBG SMITH Properties and Madhumita Moina Banerjee. |
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| 10.58†** | | First Amendment to Amended and Restated Employment Agreement, dated as of February 14, 2024, by and between JBG SMITH Properties and Steven A. Museles. |
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| 10.59†** | | First Amendment to Employment Agreement, dated as of February 14, 2024, by and between JBG SMITH Properties and George Xanders. |
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| 21.1** | | List of Subsidiaries of the Registrant. |
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| 23.1** | | Consent of Independent Registered Public Accounting Firm. |
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| 31.1** | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended and Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 31.2** | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended and Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 32.1** | | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and 18 U.S.C 1350, as created by Section 906 of the Sarbanes- Oxley Act of 2002. |
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| 97.1†** | | JBG SMITH Properties Incentive Compensation Recovery Policy. |
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| 101.INS | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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| Exhibits | | Description |
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| 101.SCH | | Inline XBRL Taxonomy Extension Schema |
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| 101.CAL | | Inline XBRL Extension Calculation Linkbase |
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| 101.LAB | | Inline XBRL Extension Labels Linkbase |
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| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase |
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| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase |
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| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
** Filed herewith.
† Denotes a management contract or compensatory plan, contract or arrangement.