As of December 31, 2019, the Company held ownership interests in seven unconsolidated real estate ventures for an aggregate investment balance of $120.3 million. The Company formed or acquired interests in the Real Estate Ventures with unaffiliated third parties to develop or manage office, residential and/or mixed-use properties or to acquire land in anticipation of possible development of office, residential and/or mixed-use properties. As of December 31, 2019, three of the real estate ventures owned properties that contained an aggregate of approximately 5.4 million net rentable square feet of office space; two real estate ventures owned 1.4 acres of land held for development; one real estate venture owned 1.3 acres of land in active development; and one real estate venture owned a residential tower that contains 321 apartment units.

The amounts reflected in the following tables (except for the Company’s share of equity in income) are based on the historical financial information of the individual real estate ventures. The Company does not record operating losses of a real estate venture in excess of its investment balance unless the Company is liable for the obligations of the real estate venture or is otherwise committed to provide financial support to the real estate venture.



	Ownership Percentage (a)	Carrying Amount					Company's Share of Real Estate Venture Income (Loss)						Real Estate Venture Debt at 100%, gross
		2019			2018		2019			2018			2019		2018
Office Properties
Brandywine - AI Venture LLC	50%	$	10,116		$	11,731	$	(2,800	)	$	(14,559	)	$	—	$	26,111
Herndon Innovation Center Metro Portfolio Venture, LLC	15%	16,446			47,834		(498		)	83			207,302		—
MAP Venture	50%	(70		)	11,173		(6,102		)	(2,155		)	185,000		185,000
PJP VII	25% (b)	—			1,100		190			157			—		3,777
PJP II	30% (b)	—			663		81			179			—		2,214
PJP VI	25% (b)	—			125		(185		)	71			—		7,069
Austin Venture	50% (c)	—			—		—			1,687			—		—
Other
1919 Venture	50%	17,524			19,897		328			253			88,860		88,860
evo at Cira Centre South Venture	50%	—			—		—			(358		)	—		—
Development Properties
4040 Wilson Venture (d)	50%	37,002			37,371		(368		)	(192		)	114,845		57,288
JBG - 51 N Street (d)	70%	21,531			21,368		(313		)	(137		)	—		—
JBG - 1250 First Street Office (d)	70%	17,745			17,838		(255		)	(260		)	—		—
		$	120,294		$	169,100	$	(9,922	)	$	(15,231	)	$	596,007	$	370,319



	December 31, 2019
	MAP Venture	Brandywine-AI Venture LLC	Other	Total
Net property	192,582	24,651	617,134	$	834,367
Other assets (a)	256,453	3,000	82,549	342,002
Other liabilities (a)	266,200	824	23,047	290,071
Debt, net (b)	181,525	—	403,543	585,068
Equity (c)	1,310	26,827	273,093	301,230



	December 31, 2018
	MAP Venture	Brandywine-AI Venture LLC	Other	Total
Net property	198,043	47,043	590,897	835,983
Other assets (a)	65,465	11,206	82,828	159,499
Other liabilities (a)	59,348	2,002	24,331	85,681
Debt, net (b)	180,555	26,020	159,132	365,707
Equity (c)	23,605	30,227	490,262	544,094



	Year Ended December 31, 2019
	MAP Venture			Brandywine-AI Venture LLC			Other			Total
Revenue	$	70,366		$	6,022		$	55,970		$	132,358
Operating expenses	(47,362		)	(2,912		)	(21,510		)	(71,784		)
Provision for impairment	—			(5,664		)	—			(5,664		)
Interest expense, net	(9,752		)	(698		)	(11,458		)	(21,908		)
Depreciation and amortization	(25,413		)	(2,514		)	(25,404		)	(53,331		)
Loss on extinguishment of debt	—			—			(1,231		)	(1,231		)
Net loss	$	(12,161	)	$	(5,766	)	$	(3,633	)	$	(21,560	)
Ownership interest %	50		%	50		%	Various			Various
Company's share of net loss	$	(6,081	)	$	(2,883	)	$	(901	)	$	(9,865	)
Basis adjustments and other	(21		)	83			(119		)	(57		)
Equity in loss of Real Estate Ventures	$	(6,102	)	$	(2,800	)	$	(1,020	)	$	(9,922	)



	Year Ended December 31, 2018
	MAP Venture			Austin Venture			Brandywine-AI Venture LLC			evo at Cira Centre South			Other			Total
Revenue	$	68,622		$	53,476		$	23,515		$	163		$	19,550		$	165,326
Operating expenses	(41,056		)	(22,994		)	(10,483		)	(256		)	(7,246		)	(82,035		)
Interest expense, net	(12,690		)	(9,083		)	(3,478		)	(123		)	(4,400		)	(29,774		)
Depreciation and amortization	(18,891		)	(19,226		)	(8,991		)	(409		)	(6,309		)	(53,826		)
Provision for impairment	—			—			(20,832		)	—			—			(20,832		)
Loss on extinguishment of debt	(334		)	(356		)	(695		)	—			—			(1,385		)
Net income (loss)	$	(4,349	)	$	1,817		$	(20,964	)	$	(625	)	$	1,595		$	(22,526	)
Ownership interest %	50		%	50		%	50		%	50		%	Various			Various
Company's share of net income (loss)	$	(2,175	)	$	909		$	(10,482	)	$	(313	)	$	137		$	(11,924	)
Other than temporary impairment	—			—			(4,076		)	—			—			(4,076		)
Basis adjustments and other	20			778			(1		)	(45		)	17			769
Equity in income (loss) of Real Estate Ventures	$	(2,155	)	$	1,687		$	(14,559	)	$	(358	)	$	154		$	(15,231	)



	Year Ended December 31, 2017
	MAP Venture			Austin Venture			Brandywine-AI Venture LLC			evo at Cira Centre South			Other			Total
Revenue	$	68,573		$	85,500		$	29,500		$	12,285		$	20,413		$	216,271
Operating expenses	(40,035		)	(35,997		)	(12,298		)	(3,075		)	(7,935		)	(99,340		)
Interest expense, net	(13,677		)	(13,985		)	(4,707		)	(4,092		)	(3,752		)	(40,213		)
Depreciation and amortization	(21,202		)	(34,026		)	(11,428		)	(4,512		)	(7,272		)	(78,440		)
Loss on extinguishment of debt	—			(2,613		)	(811		)	—			—			(3,424		)
Net income (loss)	$	(6,341	)	$	(1,121	)	$	256		$	606		$	1,454		$	(5,146	)
Ownership interest %	50		%	50		%	50		%	50		%	Various
Company's share of net income (loss)	$	(3,171	)	$	(560	)	$	128		$	303		$	1,436		$	(1,864	)
Other than temporary impairment	—			—			(4,844		)	—			—			(4,844		)
Basis adjustments and other	(272		)	(429		)	251			146			(1,294		)	(1,598		)
Equity in income (loss) of Real Estate Ventures	$	(3,443	)	$	(989	)	$	(4,465	)	$	449		$	142		$	(8,306	)

On October 29, 2019, PJP II, PJP VII and PJP VI, three real estate ventures in which the Company owned a 25%-30% interest, each sold their sole operating office property, totaling 204,347 rentable square feet in Charlottesville, VA, at an aggregate sales price of $51.0 million. The Company received cash proceeds of $9.1 million after closing costs and related debt payoffs. The Company recorded an $8.0 million gain within the caption "Net gains on real estate venture transactions" within its consolidated statements of operations for the year ended December 31, 2019.

On December 20, 2018, the Company contributed a portfolio of eight properties containing an aggregate of 1,293,197 square feet, located in its Metropolitan Washington, D.C. segment, to a newly-formed joint venture, known as the Herndon Innovation Center Metro Portfolio Venture, LLC (“Herndon Innovation Center”), for a gross sales price of $312.0 million. The Company and its partner own 15% and 85% interests in the Herndon Innovation Center, respectively. The Herndon Innovation Center funded the acquisition with $265.2 million of cash, which was distributed to the Company at closing. After funding its share of closing costs and working capital contributions of $2.2 million and $0.6 million, respectively, the Company received $262.4 million of cash proceeds at settlement and was given a $47.7 million capital credit for its share of the fair value of the Herndon Innovation Center. The Company recorded an impairment charge of $56.9 million for the Herndon Innovation Center during the third quarter of 2018. The Company recorded a $0.4 million gain on sale, which represents an adjustment to estimated closing costs used to determine the impairment charge in the third quarter of 2018. As part of the transaction, the Company’s subsidiary management company executed an agreement with the Herndon Innovation Center to provide property management and leasing services to the Herndon Innovation Center.

On March 29, 2019, Herndon Innovation Center obtained $134.1 million of third-party debt financing, secured by four properties within the venture, with an initial advance of $113.1 million. The remaining funds available under the loan have not yet been drawn. The Company received $16.7 million for its share of the cash proceeds on April 12, 2019. The loan bears interest at LIBOR + 1.95% capped at a total maximum interest rate of 5.45% - 6.45% over the term of the loan and matures on March 29, 2024. On April 11, 2019, the venture obtained an additional $115.3 million of third-party debt financing secured by the remaining four properties within the venture, with an initial advance of $94.2 million. The remaining funds available under the loan have not yet been drawn. The loan bears interest at LIBOR + 1.80% capped at a total maximum interest rate of 6.3% and matures on April 11, 2024. On April 12, 2019, the Company received $13.8 million for its share of the cash proceeds from the financing.

On October 16, 2013, the Company contributed a portfolio of seven office properties containing an aggregate of 1,398,826 rentable square feet located in Austin, Texas (the “Austin Properties”) to a newly-formed joint venture with G&I VII Austin Office LLC (“DRA”). DRA and the Company agreed to an aggregate gross sales price of $330.0 million subject to an obligation on the Company’s part to fund the first $5.2 million of post-closing capital expenditures, of which $0.8 million was funded by the Company during 2013 and the remaining $4.4 million was funded by the Company during the twelve months ended December 31, 2014. DRA owned a 50% interest in the Austin Venture and the Company owned a 50% interest in the Austin Venture, subject to the Company’s right to receive up to an additional 10% of distributions.

The Company measured its equity interest at fair value based on the fair value of the Austin Properties and the distribution provisions of the real estate venture agreement. Since the Company retained a noncontrolling interest in the Austin Properties and there were no other facts and circumstances that precluded the consummation of a sale, the contribution qualified as a partial sale of real estate under the relevant guidance for sales of real estate.

On October 18, 2017, the Austin Venture sold eight office properties in Austin, Texas containing 1,164,496 square feet for a gross sales price of $333.3 million. Seven of the properties were encumbered by $151.0 million of mortgage debt. The Company’s share of cash proceeds, after payment of the of the mortgage debt, closing costs and prorations, was $86.4 million. The Company’s share of the Austin Venture’s gain on sale was $40.1 million. Additionally, the Company recorded a deferred gain on sale of $12.1 million, which was established on the Company’s consolidated balance sheets when certain assets were contributed to the Austin Venture at formation. In accordance with the relevant guidance for the sales of real estate, the contributed properties qualified as a partial sale and a portion of the gain was deferred and accreted. The Company met the criteria to recognize the unaccreted portion of the deferred gain on the partial sale as the sales process was complete upon the Austin Venture selling the properties to a third party.



	October 18, 2017
Gross sales price	$	333,250
Debt principal	(150,968		)
Debt prepayment penalties	(2,120		)
Closing costs and net prorations	(7,420		)
Cash to Austin Venture	$	172,742
Company's ownership interest	50		%
Cash to the Company	$	86,371

Cash to Austin Venture	$	172,742
Austin Venture basis of sold properties	(92,559		)
Austin Venture gain on sale	$	80,183
Company's ownership interest	50		%
Company's share of gain	$	40,092

Company's share of gain	$	40,092
Deferred gain from partial sale	12,072
Gain on real estate venture transactions	$	52,164

On December 11, 2018, the Company acquired DRA’s 50% ownership interest in the Austin Venture for an aggregate purchase price of $535.1 million. On the sale date, the Austin Venture owned twelve office properties containing an aggregate 1,570,123 square feet, located in Austin, Texas. See Note 3, ''Real Estate Investments," for further information.

As of December 31, 2019 Brandywine - AI Venture (BDN - AI Venture) consists of one office property located in Metropolitan D.C. segment located at 3141 Fairview Park Drive. During 2019, BDN AI Venture recorded a $5.6 million held for use impairment charge related to 3141 Fairview Park Drive. The Company’s share of the impairment charge was $2.8 million which is reflected in “Equity in loss of Real Estate Ventures” in the consolidated statements of operations for the year ended December 31, 2019.

During 2019, BDN - AI Venture transferred an office building located in Falls Church, Virginia containing 180,659 rentable square feet to the mortgage lender in full satisfaction of the lender’s outstanding $26.0 million mortgage loan. The mortgage loan was nonrecourse to the Company. The Company recognized its $2.2 million share of the gain on debt forgiveness in "Net gain on real estate venture transactions" in the consolidated statements of operations for the year ended December 31, 2019.

During 2018, BDN - AI Venture sold three office properties containing 510,202 rentable square feet located in Silver Spring, MD (“Station Square”) for a gross sales price of $107.0 million. At the time of sale, the properties were encumbered by a mortgage of $66.5 million, which was repaid in full at closing, resulting in a debt prepayment penalty of $0.7 million. After mortgage payoff and closing costs, BDN - AI Venture received cash proceeds of $34.8 million, of which, the Company received $17.4 million and recognized a $1.5 million gain on the sale.

Additionally, in 2018, BDN - AI Venture recorded a $20.8 million held for use impairment charge related to 3141 Fairview Park Drive and 3130 Fairview Park Drive, the two then-remaining properties held by the venture. The Company’s share of the impairment charge was $10.4 million which was recognized in “Equity in loss of Real Estate Ventures” in the consolidated statements of operations for the year ended December 31, 2018. Based on the Company’s evaluation of the fair value of its investment in BDN - AI Venture subsequent to the disposition of Station Square, the Company determined that a persistent weak demand for office space and intense competition for tenants at the two remaining properties had reduced the fair value of the investment below the carrying value. As a result, the Company recorded an other than temporary impairment of $4.1 million which was recognized in “Equity in Loss of Real Estate Ventures” in the consolidated statements of operations for the year ended December 31, 2018. The Company measured this impairment based on a discounted cash flow analysis, using a hold period of 10 years, a residual capitalization rate of 8.0% and discount rates ranging from 9.0% to 9.5%.

During 2017, BDN - AI Venture sold 7101 Wisconsin Avenue, a property containing 230,904 rentable square feet located in Bethesda, Maryland, for a gross sales price of $105.7 million. At the time of sale, the property was encumbered by a mortgage of $37.4 million, which was repaid in full at closing, resulting in a debt prepayment penalty of $0.8 million. After mortgage payoff and closing costs, BDN - AI Venture received cash proceeds of $63.6 million, of which, the Company received $31.8 million and recognized a $13.8 million gain on the sale transaction.

Additionally, in 2017, based on the Company’s evaluation of the fair value of its investment in the five remaining properties owned by BDN - AI Venture subsequent to the disposition of 7101 Wisconsin Avenue, the Company determined that a persistent weak demand office for space and intense competition for tenants had reduced the fair value of the investment below the carrying value. As a result, the Company recorded an other than temporary impairment of $4.8 million which was recognized in “Equity in Loss of Real Estate Ventures” in the consolidated statements of operations for the year ended December 31, 2017. The Company measured this impairment based on a discounted cash flow analysis, using a hold period of 10 years, a residual capitalization rate of 7.5% and discount rates ranging from 7.8% to 8.5%.

The MAP Venture owns 58 office properties that contain an aggregate of 3,924,783 square feet located in the Pennsylvania Suburbs, New Jersey/Delaware, Metropolitan Washington, D.C. and Richmond, Virginia ("MAP Venture"). The MAP Venture was formed as a limited liability company in which the Company has been designated as the Managing Member. In addition, through an affiliate, the Company provides property management services at the Buildings on behalf of the MAP Venture for a market based management fee.

The MAP Venture leases the land parcels under the 58 office properties through a ground lease that extends through February 2115. Annual payments by the MAP Venture, as tenant under the ground leases, initially total $11.9 million and increase 2.5% annually through November 2025. Thereafter, annual rental payments increase by 2.5% or CPI at the discretion of the lessor. Upon adoption of Topic 842, Leases, on January 1, 2019, the MAP Venture determined that the carrying amount of the right of use asset was greater than the fair value of the underlying right of use asset. The fair value of the underlying right of use asset was determined using the purchase price paid by a third-party to acquire the ground lease. As a result, MAP Venture recorded a $9.2 million cumulative effect of accounting change adjustment simultaneously with the recording of the right of use asset to reduce the value of the right of use asset to its estimated fair value. The Company recorded its $4.6 million proportionate share of the cumulative effect of accounting change adjustment through "Cumulative earnings” on its consolidated balance sheets.

On August 1, 2018, MAP Venture refinanced its $180.8 million third party debt financing, secured by the buildings of MAP Venture and maturing February 9, 2019, with $185.0 million third party debt financing, also secured by the buildings, bearing interest at LIBOR + 2.45% capped at a total maximum interest of 6.00% and maturing on August 1, 2023.

During 2018, the Company and the other equity partner in 1919 ventures each provided a $44.4 million mortgage loan to 1919 Ventures and, as a result, the Company recorded a related-party note receivable from 1919 Ventures of $44.4 million which is reported within “Other assets” on the consolidated balance sheets. The loans bear interest at a fixed 4.0% per annum interest rate with a scheduled maturity on June 25, 2023. 1919 Ventures used the loan to repay the venture’s then outstanding $88.8 million construction loan, comprised of $88.6 million in principal and $0.2 million of accrued interest.

During 2018, the Company acquired, from its then partner in each of the Four Tower Bridge real estate venture and the Seven Tower Bridge real estate venture, the partner’s remaining 35% ownership interest in the Four Tower Bridge real estate venture in exchange for the Company's 20% ownership interest in the Seven Tower Bridge real estate venture. The Four Tower Bridge real estate venture owned an office property containing 86,021 square feet in Conshohocken, Pennsylvania encumbered with $9.7 million in debt. The Company previously accounted for its noncontrolling interest in Four Tower Bridge using the equity method. As a result of the exchange transaction, the Company obtained control of the Four Tower Bridge property and recognized a gain of $11.6 million. For further information regarding the accounting of the transaction, see Note 3, ''Real Estate Investments.”

On January 10, 2018, evo at Cira, a real estate venture in which the Company held a 50% interest, sold its sole asset, a 345-unit student housing tower, at a gross sales value of $197.5 million. The student housing tower, located in Philadelphia, Pennsylvania, was encumbered by a secured loan with a principal balance of $110.9 million at the time of sale, which was repaid in full from the sale proceeds. The Company’s share of net cash proceeds from the sale, after debt repayment and closing costs, was $43.0 million. As the Company’s investment basis was $17.3 million, a gain of $25.7 million was recorded within the “Net gain on real estate venture transactions’ caption in the consolidated statements of operations.

On January 31, 2017, the Company sold its 50% interest in TB-BDN Plymouth Apartments, L.P., a real estate venture with Toll Brothers, at a gross sales value of $100.5 million, of which the Company was allocated 50% for its interest. The venture developed and operated a 398-unit multi-family complex in Plymouth Meeting, Pennsylvania encumbered by a $54.0 million construction loan. The construction loan was repaid commensurate with the sale of the Company’s 50% interest. As a result, the Company is no longer subject to a $3.2 million payment guarantee on the construction loan. The cash proceeds, after the payment of the Company’s share of the debt and closing costs, were $27.2 million. The carrying amount of the Company’s investment at the time of sale was $12.6 million, resulting in a $14.6 million gain on sale of an interest in the real estate venture which was recorded within “Net gain on real estate venture transactions" in the consolidated statements of operations.

JBG Ventures consists of 51 N 50 Patterson, Holdings, LLC Venture ("51 N Street") and 1250 First Street Office, LLC Venture ("1250 First Street"), with the Company owning a 70.0% interest and JBG/DC Manager, LLC ("JBG") owning a 30.0% interest in each of the two ventures. 51 N Street owns 0.9 acres of undeveloped land and 1250 First Street, owns 0.5 acres of undeveloped land.

Based on the facts and circumstances at the formation of each of the two ventures with JBG, the Company determined that each venture is a VIE in accordance with the accounting standard for the consolidation of VIEs. As a result, the Company used the variable interest model under the accounting standard for consolidation in order to determine whether to consolidate the JBG Ventures. JBG is the managing member of the ventures, and pursuant to the operating and related agreements, major decisions require the approval of both members. Based upon each member's shared power over the activities of each of the two ventures, which most significantly impact the economics of the ventures, neither venture is consolidated by the Company. Both ventures are accounted for under the equity method of accounting.

On July 31, 2013, the Company formed 4040 Wilson LLC Venture (“4040 Wilson”) a joint venture between the Company and Ashton Park Associates LLC (“Ashton Park”), an unaffiliated third party. Each of the Company and Ashton Park owns a 50% interest in 4040 Wilson. 4040 Wilson is developing a 427,500 square foot mixed-use building representing the final phase of the eight building, mixed-use, Liberty Center complex located in the Ballston submarket of Arlington, Virginia. The project is being constructed on a 1.3-acre land parcel contributed by Ashton Park to 4040 Wilson at an agreed upon value of $36.0 million. During the fourth quarter of 2017, 4040 Wilson achieved pre-leasing levels that enabled the venture to obtain a secured construction loan with a total borrowing capacity of $150.0 million for the remainder of the project costs. As of December 31, 2019, $114.8 million had been advanced under the construction loan and development of the building is in progress.

Based upon the facts and circumstances at the formation of 4040 Wilson, the Company determined that 4040 Wilson is a VIE in accordance with the accounting standard for the consolidation of VIEs. As a result, the Company used the variable interest model under the accounting standard for consolidation in order to determine whether to consolidate 4040 Wilson. Based upon each member’s shared power over the activities of 4040 Wilson under the operating and related agreements, and the Company’s lack of control over the development and construction phases of the project, 4040 Wilson is accounted for under the equity method of accounting.