EX-99.2 3 a16-20746_1ex99d2.htm EX-99.2

Exhibit 99.2

 

October 31, 2016 Creating the Premier New York and Washington, DC REITs

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Certain statements contained in this investor presentation constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Consequently, the future results, financial condition and business of Vornado Realty Trust (“Vornado”) and of the planned spin-off entity (“JBG SMITH”) may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “would”, “may” or similar expressions in this presentation. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost and cost to complete; and stabilized yields, estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. These factors include, among others: uncertainties as to the timing of the spin-off and whether it will be completed, the possibility that various closing conditions to the spin-off may not be satisfied or waived, the expected tax treatment of the spin-off, the composition of the spin-off portfolio, the possibility that third-party consents required to transfer certain properties in the spin-off will not be received, the impact of the spin-off on the businesses of Vornado and JBG SMITH, the timing of and costs associated with property improvements, financing commitments, and general competitive factors. For further discussion of factors that could materially affect the outcome of our forward-looking statements and other risks and uncertainties, see “Risk Factors” in Vornado’s Annual Report on Form 10-K for the year ended December 31, 2015 and subsequent quarterly periodic reports filed with the SEC. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this presentation. General Disclaimer of JBG Information JBG information included in this presentation has been provided to Vornado by JBG in connection with the proposed transaction. Vornado has not verified the accuracy or completeness of the JBG information. Certain of the JBG information is based solely on JBG’s estimates using data available to JBG and assumptions made by JBG and JBG’s current business plans and may change. In certain instances, these estimates and assumptions have been used as a basis to derive asset values and potential future property-level NOI. As is the case with any estimate or assumption, there can be no assurance that the assumptions or estimates are correct or that the NOI will be achieved. You are cautioned not to place undue reliance on these estimates of assumptions or information derived therefrom. Market Data Market data and industry forecasts are used in this presentation, including data obtained from publicly available sources. These sources generally state that the information they provide has been obtained from sources believed to be reliable but the accuracy and completeness of the information are not assured. Vornado has not independently verified any of such information. Non-GAAP Measures This presentation includes non-GAAP measures. Management uses these non-GAAP measures as supplemental performance measures for its assets and believes they provide useful information to investors, but they may not be comparable to other real estate companies’ similarly captioned measures. Additional information about these non-GAAP measures, including a reconciliation to the most comparable GAAP measure, can be found on pages II. – IV. of this presentation. FORWARD LOOKING STATEMENTS I.

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Non-GAAP Financial Measures II. Non-GAAP Measures This investor presentation contains certain non-GAAP financial measures, including earnings before interest, taxes, depreciation and amortization (“EBITDA”) and net operating income (“NOI”). EBITDA is earnings before interest, taxes, depreciation and amortization and is presented after net income attributable to non-controlling interests in the Operating Partnership. EBITDA, as adjusted is EBITDA adjusted by income from sold properties, gains on sale of real estate, impairment losses and other items. We consider EBITDA and Adjusted EBITDA to be supplemental measures for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on a multiple of EBITDA or Adjusted EBITDA, we utilize these measures to make investment decisions as well as to compare the performance of our assets to that of our peers. EBITDA and Adjusted EBITDA should not be considered as substitutes for net income. EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures employed by other companies. A reconciliation of EBITDA and Adjusted EBITDA to Net Income, the most directly comparable GAAP measure, is provided on the following page. Vornado Remain Co EBITDA is Adjusted EBITDA calculated as described above, but excluding interest and other investment income, net, earnings for Hotel Pennsylvania, and earnings from our Washington, DC business. It is used in this presentation as an illustration of EBITDA, as adjusted, of Vornado following the completion of the spin-off and combination transactions described elsewhere in this presentation. NOI is calculated by adjusting GAAP operating income to add back depreciation and amortization expense, general and administrative expenses, real estate impairment losses and non-cash ground rent expense, and deducting non-cash rental income resulting from the straight-lining of rents and amortization of acquired below market leases net of above market leases. We believe NOI is a meaningful non-GAAP financial measure because real estate acquisitions and dispositions are evaluated based on, among other considerations, property NOI applied to market capitalization rates. We utilize these measures to make investment and capital allocation decisions and to compare the unlevered performance of our properties to our peers. NOI should not be considered as a substitute for operating income or net income and may not be comparable to similarly titled measures employed by others. A reconciliation of NOI to Net Income, the most directly comparable GAAP measure, is provided on the following page. Vornado Remain Co Cash NOI is Vornado Remain Co EBITDA calculated as described above, but excluding equity compensation, equity earnings from ALX in excess of dividends and non-cash revenue from straight-line rentals and FAS 141 below market rentals. It is used in this presentation as an illustration of the expected Cash NOI of Vornado following the completion of the spin-off and combination transactions described elsewhere in this presentation.

 


GAAP Reconciliation Includes income from sold properties, gains on sale of real estate, impairment losses, and other adjustments. Includes interest on mezzanine debt, dividends on marketable securities, income on corporate investments and other adjustments. Reconciliation of Vornado RemainCo’s Net Income to EBITDA, Adjusted EBITDA and Cash Net Operating Income for the twelve months ended December 31, for the fiscal years 2006 through 2015, as well as the twelve months ended September 30, 2016 III.

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GAAP Reconciliation (Cont’d) IV. Reconciliation of Vornado RemainCo’s Total Incremental Revenue to Cash Incremental Revenue attributable to leases signed, but not yet commenced, for the three months ended December 31, 2016, and the twelve months ended December 31, 2017 and 2018

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1 Next Step in Shareholder Value Creation Vornado to combine its Washington, DC business with The JBG Companies via a tax-free spin-merger to form a new market-leading, publicly-traded REIT named JBG SMITH Properties (NYSE: JBGS) Peerless NYC focused real estate company with premier office assets and the only publicly investable high street retail portfolio of unique quality and scale Trophy assets in best NYC submarkets Attractive built-in growth from recently signed leases Best-in-class management team, now with singular NYC focus, with proven record of value creation Fortress balance sheet Focused, pure-play Northeastern shopping center business with strong growth profile Irreplaceable portfolio of properties concentrated in dense, high barrier to entry markets with attractive demographics Embedded growth opportunities from redevelopment and anchor repositioning projects Proven management team Largest¹, pure-play, mixed-use operator focused solely on Washington, DC Best-in-class Washington, DC focused management team with proven record of success Premier portfolio of mixed-use (office, multifamily and retail) assets in Metro-served, urban infill submarkets Significant near-term embedded growth prospects as well as substantial pipeline of future development opportunities Upon the completion of this transaction, we will have created three best-in-class, highly focused REITs Based on Commercial SF as reported per latest financial statements for public office REITs with Washington, DC exposure.

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Transaction overview Deal Summary Vornado to spin off its Washington, DC business consisting of 10.1 MM SF2 of commercial real estate, 3,175 multifamily units and a future development pipeline with estimated development potential of 9.2 MM SF3 JBG simultaneously to merge its management company and a selected portfolio consisting of 2.4 MM SF of commercial real estate, 1,276 multifamily units, 0.8 MM SF under construction and a future development pipeline with estimated development potential of 10.5 MM SF3 JBG SMITH will be well-capitalized to execute on its growth plans Expected Pro Forma Ownership1 VNO Shareholders: 74% JBG Limited Partners: 20% JBG Management4: 6% Total transaction value of ~$8.4 billion1 creating the market-leading, pure-play Washington, DC real estate platform Management and Board Will be led by JBG’s senior management team with the best talent from both companies across the overall platform 12 member Board of Trustees; VNO and JBG to each designate six Trustees Chairman: Steven Roth (VNO Chairman and CEO) CEO: W. Matt Kelly (JBG Managing Partner) Executive Vice Chairman: Rob Stewart (JBG Managing Partner) Mitchell Schear (Vornado DC President) and Michael Glosserman (JBG Managing Partner) to be Trustees Expected Closing 2Q 2017, subject to certain closing conditions Impact on Vornado Remaining Vornado will be the premier, pure-play New York City real estate company with irreplaceable office and high street retail assets Vornado anticipates that the aggregate pro forma Vornado and JBG SMITH dividends will be at least equal to Vornado’s current annualized dividend of $2.52 per share Overhead Cost Structure Pro forma overhead cost structure to be in line with best-in-class peers Transaction value represents an estimate of fair market value and does not reflect GAAP accounting. Transaction value and resulting ownership percentages based on negotiations between Vornado and JBG management teams. Final transaction value and ownership percentages subject to change based upon additional capital fundings prior to closing and certain closing adjustments. Excludes cash and net working capital. The Skyline portfolio and Fashion Centre will not be included in JBG SMITH. Square footage (“SF”) and multifamily unit metrics at share. Development pipeline includes both near-term and future development pipeline. Includes the 21 owners of the contributed JBG Management Company. Transaction values and resulting ownership percentages based on Vornado and JBG management estimates as of June 30, 2016. Final transaction values and ownership percentages subject to change based upon additional capital funding prior to closing and certain closing adjustments. Global footnote for transaction values below: 2

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Transaction overview (cont’d) + = Gross Asset Value (“GAV”)¹ Pro Forma Ownership1 Operating RE / Recent Deliveries2 Under Construction2 Future Development Pipeline Asset Class Composition (by GAV1) Geographic Complexion (by GAV1) ~$6.0 BN ~$2.4 BN ~$8.4 BN 74% 26% 100% 49 Assets / 10.1 MM SF / 3,175 units 30 Assets / 2.4 MM SF / 1,276 units 79 Assets / 12.4 MM SF / 4,451 units -- / -- 4 Assets / 0.6 MM SF / 291 units 4 Assets / 0.6 MM SF / 291 units 8.4 MM SF 9.2 MM SF 17.6 MM SF Reflects transaction value, which is an estimate of fair market value and does not reflect GAAP accounting. Transaction value and resulting ownership percentages based on negotiations between Vornado and JBG management. Final transaction value and ownership percentages subject to change based upon additional capital fundings prior to closing and certain closing adjustments. Excludes cash and net working capital. Square footage excludes multifamily assets. 2017E Estimates. 3rd Party Fee Revenue3 $12 MM $64 MM $76 MM 3 2 Assets / 0.3 MM SF / 577 units 7 Assets / 0.7 MM SF / 669 units 9 Assets / 1.0 MM SF / 1,246 units Near-Term Pipeline2 Office 56% Multifamily 20% Retail and Other 3% Development / Land 16% Management Company 5% ?Pentagon City 16% ?Crystal City 45% ?DC 29% ?R - B Corridor 4% ?Reston 2% ?Bethesda 1% ?Other VA / MD 2% ?DC 43% ?Reston 14% ?Bethesda 14% ?R - B Corridor 9% ?Other VA / MD 20% ?Pentagon City 12% ?Crystal City 33% ?DC 33% ?R - B Corridor 6% ?Reston 5% ?Bethesda 4% ?Other VA / MD 7% Office 66% Multifamily 21% Retail and Other 2% Development / Land 10% Management Company 1% Office 32% Multifamily 19% Retail and Other 4% Development / Land 31% Management Company 14%

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Transaction Rationale & investor benefits Benefits to Vornado Shareholders Rationale for DC Separation Rationale for Combination with JBG The industry-leading Washington, DC operator with superior capital allocation skills Greater geographic diversification within Washington, DC and concentration in the best submarkets Increased scale provides competitive market advantages and improved G&A efficiency Vornado believes that creating two separate, market-leading, focused REITs will greatly enhance shareholder value Enables investors to decide upon relative allocation between the two geographies Improves transparency and better highlights the attributes of both companies Allows investors to participate more directly and meaningfully in Washington, DC’s market recovery Allows for independent, highly focused management teams with their own report cards Creates the premier, pure-play New York City real estate company Sharpens focus on Vornado’s unique New York City franchise and irreplaceable portfolio Allows investors to more fully appreciate the industry-leading metrics of the New York business Premier Office Buildings Prime High Street Retail Penn Plaza Opportunity Fortress Balance Sheet Vornado JBG SMITH Properties Urban, Metro-served Portfolio High-Barrier-to-Entry Submarkets Substantial Development Pipeline Strong Balance Sheet Largest 1 / Peerless New York City Focused REIT Powerhouse Washington, DC Focused REIT 4 Based upon analysis completed by Green Street Advisors as of August 2016, see page 14 for details.

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Asset selection strategy The best assets from JBG’s portfolio were selected to complement Vornado’s existing Washington, DC portfolio and position the combined company for outsized growth Asset Selection Rationale Excluded Assets Condominiums, townhomes, and hotels Highly levered single-tenant leased GSA assets Non-core / non-Metro-served markets Under contract or near-term sale candidates Non-controlling JV interests Strategic / high quality assets Core / Metro-served markets Achieve critical mass in complementary submarkets Maintain and enhance asset mix Strong value-add opportunities High growth potential Minimize potential conflicts with legacy fund assets Total JBG Holdings ($5.7 billion) 1 Contributed to JBG SMITH ($2.4 billion) 1 Managed by JBG SMITH in legacy funds ($3.3 billion) 1 No other outside JBG Holdings 5 Represents GAV shown at pro rata share; includes management estimated value of 3rd party management platform

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Transaction VALUATION / structure As negotiated Note: Reflects transaction value, which is an estimate of fair market value and does not reflect GAAP accounting. Transaction value and resulting ownership percentages based on negotiations between Vornado and JBG management. Final transaction value and ownership percentages subject to change based upon additional capital funding prior to closing and certain closing adjustments. Excludes cash and net working capital. Vornado DC recent deliveries include the Bartlett (699 units). JBG recent deliveries include Atlantic Plumbing, 7770 Norfolk, Fort Totten Square, and Galvan (707 total units). Weighted average implied cap rates based on 2017E cash NOI estimates after property management fees. JBG multiple based on 2015/2016E average management company EBITDA of $41.5MM. Will be reduced by the cash funded to JBG SMITH at closing. 6 Detailed underwriting and consistent methodologies were used to determine relative ownership ($ in millions, except PSF and per unit data) Operating Real Estate: Vornado JBG Office $ 3,941 $ 786 $407 PSF $379 PSF Multifamily 860 141 $347k / unit $248k / unit Retail 127 97 $310 PSF $347 PSF Recent Multifamily Deliveries 1 379 322 $542k / unit $455k / unit Implied Value of Operating Real Estate $ 5,307 $ 1,346 ~5.1% ~5.1% Under Construction -- 245 -- $298 PSF Development Opportunities / Land Bank 610 502 $67 PSF $48 PSF Platform and Management Company 3 80 335 NM 8.1x Implied Gross Asset Value $ 5,997 $ 2,428 Less: Total Debt 4 (1,508) (864) Implied Equity Value $ 4,489 $ 1,564 Relative Ownership 74% 26% 2 2

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JBG SMITH Management1 will have significant ownership (expected to be 6%2) of the combined entity and will be heavily aligned with long term shareholder value creation Complete alignment of interests JBG management company consideration ($335MM) will be 50% vested at closing and subject to 3-year lock-up (other than 10%), and 50% will vest equally from months 31 to 60 after closing and be locked-up until the end of year 5 Management team will continue to receive promotes they are entitled to on legacy fund assets, but will not receive promotes on contributed assets Vast majority of management team’s net worth will be tied up in JBG SMITH stock $100MM formation equity award granted to broader JBG SMITH executive pool will serve to further align interests deeper within the organization Formation equity award is 100% performance-based3 with vesting of 25% at the end of years three and four and 50% at the end of year five Each executive officer will enter into an employment agreement with an initial term of three years and evergreen thereafter 7 Includes the 21 owners of the contributed JBG Management Company. Transaction value and resulting ownership percentages based on negotiations between Vornado and JBG management. Final transaction value and ownership percentages subject to change based upon additional capital fundings prior to closing and certain closing adjustments. Excludes cash and net working capital. Formation awards are tied to the appreciation of JBG SMITH common shares from the grant date. Legacy funds will be wound down and no new funds will be raised going forward

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8 Anticipated process and timing Transaction Timing File initial Form 10 registration statement with SEC prior to year end Target completion of transaction by second quarter 2017 Distribution Process The distribution is expected to be made on a pro rata 1:2 basis to Vornado common shareholders and Vornado Realty L.P. common unitholders as of the distribution record date Following the distribution, Vornado common shareholders will own shares in both Vornado and JBG SMITH and Vornado Realty L.P. common unitholders will hold common units of both Vornado Realty L.P. and JBG SMITH’s operating partnership 1 The number of Vornado common shares owned by each shareholder and the number of Vornado Realty L.P. common units held by each unitholder will not change as a result of this distribution Conditions Precedent Declaration by the SEC that JBG SMITH’s registration statement is effective Approval of JBG SMITH listing by NYSE (Ticker: JBGS) Final declaration of the distribution by Vornado’s Board of Trustees Receipt of customary third party consents Hart Scott Rodino Transaction not subject to Vornado shareholder vote Other customary conditions REIT Status / Considerations JBG SMITH will have in place customary governance terms for a public company Maryland REIT and will operate as a standard UPREIT Distribution is expected to qualify as tax-free to Vornado shareholders and Vornado Realty L.P. unitholders for U.S. federal income tax purposes JBG SMITH intends to elect to be treated as a REIT for U.S. federal income tax purposes Distribution process subject to change prior to signing.

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vornado Remainco Following the spin-off, Vornado will be a pure-play New York City real estate company, with an irreplaceable NYC portfolio generating 88% of the Company’s pro forma EBITDA1 Own 81 properties totaling 24.0MM SF2 in New York City with blue chip tenant roster NYC office business includes trophy assets in best submarkets spanning 18.7MM SF2 in 35 properties NYC high street retail is amongst the scarcest and most valuable real estate in the world – 31% of Vornado RemainCo EBITDA Portfolio encompasses 3.1 MM SF1 in 72 properties Vornado owns some of the best assets on the best streets: 23% of upper Fifth Avenue, both sides of the Times Square Bowtie, and on Madison Avenue, SoHo, Union Square, and the 34th Street Penn Plaza district Vornado is the only REIT with significant NYC high street retail holdings and the sole vehicle for public ownership In addition, Vornado will continue to own the prime franchise assets in San Francisco (555 California) and Chicago (theMART) - 11% of Vornado RemainCo EBITDA Peerless NYC focused real estate company with premier office assets and the only publicly investable high street retail portfolio of scale Vornado RemainCo EBITDA1 10 Refers to 3Q16 adjusted EBITDA Square footage (“SF”) at share. 57% 31% 11% NYC Office NYC High Street Retail theMART / 555 California Other <1%

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Select new York CITY office properties 11

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Select new York City street retail properties 12

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theMART and 555 CALIFORNIA Street As of 9/30/2016; square footage (“SF”) shown at 100% share theMART (Chicago) – transformed from a showroom building to the premier creative and tech hub in the Midwest, resulting in significant earnings growth and value creation with significant upside 3,665,000 SF – 98.2% Occupancy 1 Major Tenants: Motorola/Google ConAgra 1871/Matter Kellogg's Caterpillar Allstate 555 California Street – the franchise office building in San Francisco and arguably the most iconic building on the west coast 1,800,000 SF – 90.3% Occupancy 1 Major Tenants: Bank of America Dodge & Cox Fenwick & West LLP Sidley Austin Microsoft Jones Day Goldman Sachs Kirkland & Ellis Morgan Stanley UBS AG Wells Fargo Regus Supercell AllianceBernstein McKinsey and Company Fulbright Jaworski Matter Yelp Paypal 13

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Premier New York city platform NYC Peer Gross Office Rents ($ PSF) 2 NYC Trophy Office Buildings Square Feet (in MM’s) of Buildings With Signed Office Leases >$100 PSF Since 2013 3 NYC Gross Asset Value (GAV) ($ BN) 1 (Per Green Street Advisors) Notes All company information per 1Q16 public filings (note that PGRE combines retail and office). VNO figure excludes Penn Plaza and includes 731 Lex (ALX) All company information per 1Q16 public filings. Boston Properties is based on % of Revenue For all companies, represents information based upon analysis completed by Green Street Advisors as of August 2016, pro forma for SLG announced JV on 11 Madison. For all companies, represents information based upon analysis completed by Green Street Advisors, prepared for VNO (date August 2016), pro forma for SLG announced JV on 11 Madison; does not include structured finance / mezzanine loans. Information for all companies, except VNO, per 2Q16 public filings (BXP and PGRE include retail); VNO figure as of 3Q16; square footage for all companies reflected at 100% share. Data based on brokerage reports. 14 $78 $60 $100 $76 $67 $50 Vornado excluding Penn Plaza Vornado Penn Plaza Boston Properties Paramount SL Green Empire State $25.0 $20.9 $10.7 $7.0 $6.4 Vornado SL Green Boston Properties Empire State Paramount 6.9 7.9 4.2 0.5 0.0 Vornado Boston Properties SL Green Paramount Empire State

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Premier New York city platform (Cont’d) For all companies except Vornado, represents information based upon analysis by Green Street Advisors prepared for VNO (dated August 2016); residential NOI included in Office NOI; BXP and PGRE do not breakout office/retail NOI; represents 2Q16 NOI annualized for all companies except VNO. LTM as of 9/30/2016; office NOI includes residential NOI; GAAP reconciliation on page IV. Pro forma for SLG announced JV on 11 Madison VNO data based on brokerage reports. Number of Buildings with Signed Retail Leases >$1,000 PSF Since 2013 NYC NOI (Office / Retail, $ MM1) Number of Buildings with Signed Retail Leases >$1,000 PSF Since 2013 4 NYC NOI (Office / Retail, $ MM) 1 Vornado is the only REIT with significant NYC high street retail holdings and the sole vehicle for public ownership of these assets 2 Office NOI Retail NOI 3 15 $597 $669 $430 $209 $234 $291 $51 $99 $888 $720 $430 $308 $234 Vornado SL Green Boston Properties Empire State Paramount 15 8 2 1 0 Vornado SL Green Boston Properties Paramount Empire State

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Remainco – consistent track record of strong growth 2006 – LTM Q3 2016 NOI CAGR3 : 9.5% Income from continuing operations (excludes sold properties and includes acquisitions from year of purchase); includes corporate G&A and excludes investment income, Vornado Capital Partners, and Hotel Pennsylvania. Incremental cash revenue is derived solely from signed leases not yet commenced; $173MM inclusive of Q4 2016 incremental cash revenue of $17.6MM. NOI GAAP reconciliation on page III.; incremental revenue GAAP reconciliation on page IV. Vornado RemainCo 10-year Comparable NOI1,3 Incremental Cash Revenue from Signed Leases of $173MM 2 16 $396 $510 $585 $547 $635 $686 $689 $799 $874 $891 $959 $18 $117 $38 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 LTM as of 9/30/16 2017 2018

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Remainco - LEADER AMONG BEST-in-CLASS REITs Per reports published by Green Street Advisors for all companies except Vornado RemainCo NOI (post corporate G&A) includes New York office, New York retail, ALX, 555 California Street, and theMART. Vornado RemainCo has delivered superior same-store NOI growth relative to blue-chip peers 2012 – 2015 Same-Store NOI CAGR1 2 17 5.8% 3.7% 3.7% 7.8% 5.7% 4.7% 4.7% 4.1% 3.7% 3.5% 3.3% 3.1% Vornado RemainCo SLG BXP PSA EQR SPG AVB FRT VTR PLD EQY TCO

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19 1

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JBG’s Track Record of Performance (Since 1999) JBG Overview Best-in-class real estate operator with long history of value creation through opportunistic acquisition and development in the DC metro area 19 Experience Expertise Leadership Scale Commitment Results 55+ year history focused exclusively on the DC metro area Proven track record of outsized risk-adjusted returns Unrivaled access to acquisition opportunities and market-leading development and value creation platform Mixed-use strategy and Placemaking focus deliver what tenants of all product types demand Since 1999, developed over 17.8MM SF and acquired over 19.3MM SF in the DC metro area Multigenerational management team with an average tenure of 20 years $3.6B Over 235 2.2x EQUITY RAISED1 INVESTMENTS1 EQUITY MULTIPLE1 23.3% GROSS LEVERAGED IRR1 Notes Provided by JBG, for information purposes only Because of the expected differences between JBG SMITH and the JBG funds, including that JBG SMITH will be a public REIT and will own a different portfolio of properties with different characteristics from those owned by the JBG funds during the periods presented, investors should not expect the performance projected to be achieved by the JBG funds with respect to the gross leveraged IRR and equity multiple presented to be indicative of the returns that will be achieved by JBG SMITH. Vornado has been informed by JBG that the projected gross leveraged IRR and equity multiple presented do not reflect the impact of carried interests or asset management fees, as applicable, paid to JBG or cash based general and administrative expenses we would expect the combined company to incur in the future in connection with the operation of certain of these assets. The gross leveraged IRR and equity multiple presented are calculated using historical and projected cash flows from realized and unrealized investments made by JBG Funds I-IX, using an average leverage level of approximately 60% LTV. All figures as of June 30, 2016

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20 EXPERIENCED LEADERSHIP + SIGNIFICANT ALIGNMENT Name and JBG SMITH Title Age Years with JBG Years Experience Executive Management2 W. Matt Kelly Chief Executive Officer & Trustee 44 12 18 Rob Stewart Executive Vice Chairman & Trustee 54 28 30 David Paul President & Chief Operating Officer 54 9 25 James Iker Chief Investment Officer 43 14 21 Brian Coulter Co-Chief Development Officer 57 29 31 Kai Reynolds Co-Chief Development Officer 46 13 20 Trustees Steven Roth Chairman of the Board 74 NA 51 Michael Glosserman Trustee 70 37 44 Mitchell Schear Trustee 58 NA 35 Notes Includes the 21 owners of the contributed JBG Management Company CFO is expected to be hired prior to closing JBG’s senior management team will have significant ownership of ~6%1 in JBG SMITH, providing meaningful alignment with shareholders JBG SMITH Management and Inside Trustees INVESTMENT DEVELOPMENT FINANCE ASSET MANAGEMENT LEASING PROPERTY MANAGEMENT VERTICALLY INTEGRATED IN-HOUSE EXPERTISE

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JBG SMITH will be the largest real estate operator focused exclusively on the Washington, DC market We will specialize in high-quality, mixed-use (office, multifamily and retail) assets in urban infill locations that lie in the path of growth and that deliver superior long-term investment returns A Compelling Investment Opportunity 21 Largest Pure-Play DC Metro Focused REIT Premier Mixed-Use Assets Located in Metro-Served, Urban Infill Submarkets Substantial Growth Through Near-Term Embedded Opportunities and Development Pipeline Proven Development and Placemaking Skills to Unlock Value in Large Scale Projects and Neighborhood Repositionings Strong Balance Sheet and Efficient Capital Allocation Capabilities DC Metro Market Poised for Growth

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Largest Pure-Play DC Metro Area Focused Real Estate Company (MM SF) The clear vehicle for real estate investment in the DC metro area Notes All figures include operating, construction in progress and near-term development pipeline commercial SF and units. DC metro area statistics based on the Washington–Arlington–Alexandria, DC–VA–MD–WV metropolitan statistical area as defined by the U.S. Office of Management and Budget. Peer statistics based on and adjusted to reflect latest public disclosure, subject to availability and as appropriate Commercial SF as reported per latest financial statements. JBGS SF includes pro rata share of office, retail and other as of 9/30/16 Multifamily units as reported per latest financial statements. JBGS units include pro rata share as of 9/30/16 (Units) 22 Public REITs with DC Metro Area Commercial Ownership1 Public REITs with DC Metro Area Multifamily Ownership2 15,925 12,830 8,707 6,669 5,988 4,865 2,739 1,340 867 EQR AVB UDR CPT JBGS WRE MAA/PPS CLI BXP Operating Construction in Progress + Near - Term Development 14.0 9.0 6.9 5.3 4.4 3.7 2.3 1.6 0.9 JBGS BXP BPY WRE FPO BDN OFC PGRE CLI Operating Construction in Progress + Near - Term Development

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Portfolio Summary2 23 Premier Assets Located in Metro-served, Urban Infill Submarkets Notes Metro-served is defined as within 0.5 miles of an existing or planned Metro station Metrics shown at pro rata share as of 9/30/2016 Commercial SF at pro rata share includes office, retail and other assets Occupancy metrics exclude 7770 Norfolk, Atlantic Plumbing A, The Bartlett, Fort Totten and Galvan which are projects in lease-up Estimated Potential Density includes office, multifamily, retail and other assets Transaction value represents an estimate of fair market value and does not reflect GAAP accounting. Transaction value and resulting ownership percentages based on negotiations between Vornado and JBG management teams. Final transaction value and ownership percentages subject to change based upon additional capital fundings prior to closing and certain closing adjustments. Excludes cash and net working capital. Over 98% of the portfolio is Metro-served1 Rockville $25MM Reston $447MM Vienna $4MM Tysons Corner $33MM Silver Spring $139MM R-B Corridor $637MM Bethesda $330MM Crystal City/ Pentagon City $3.7B Alexandria $52MM Operating Assets and Assets Under Construction Near-Term Development Pipeline Future Development Pipeline Washington, DC $2.6B Note: GAV 6 on map denotes total GAV including operating assets, construction in progress, near-term development pipeline and future development pipeline Note: Woodbridge (<1% total GAV) located outside of map frame Based on GAV Future Development Pipeline Assets 50 Est. Potential Density (SF) 5 17.6MM Near-Term Development Pipeline Future Development Pipeline Assets 9 Commercial SF 3 1.0MM Est. Commercial Cost to Complete $467MM Multifamily Units 1,246 Est. Multifamily Cost to Complete $462MM Construction in Progress Near-Term Development Pipeline Assets 4 Commercial SF 3 0.6MM Est. Commercial Cost to Complete $211MM Multifamily Units 291 Est. Multifamily Cost to Complete $65MM Operating Assets Construction in Progress Assets 79 Commercial SF 3 / % Leased 12.4MM / 89.3% Multifamily Units / % Leased 4 4,451 / 97.6%

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JBG Smith operating portfolio: Substantial Embedded Growth Existing operating portfolio of 79 assets has substantial near-term embedded growth opportunities 24 Recently delivered high-quality, mixed-use assets provide meaningful near-term NOI growth Operating portfolio contains significant embedded, internal growth from: Executed leases not commenced Burn-off of free rent on in-place leases Commercial contractual rent increases typically 2-3% per annum Lease-up to historical submarket occupancy levels on certain assets Notes All figures as of 9/30/2016 The Bartlett Atlantic Plumbing A Fort Totten 7770 Norfolk % Ownership 100% % Ownership 64% % Ownership 99% % Ownership 80% Asset Type Multifamily Asset Type Multifamily Asset Type Multifamily Asset Type Multifamily Submarket Pentagon City Submarket DC - U Street/Shaw Submarket DC - Brookland/Ft Totten Submarket Bethesda CBD Total Multifamily Units 699 Total Multifamily Units 310 Total Multifamily Units 345 Total Multifamily Units 200 % Leased (Multifamily) 64% % Leased (Multifamily) 85% % Leased (Multifamily) 94% % Leased (Multifamily) 60% Total Retail SF 42K Total Retail SF 24K Total Retail SF 131K Total Retail SF 6K % Leased (Retail) 100% % Leased (Retail) 100% % Leased (Retail) 99% % Leased (Retail) 100%

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Construction In Progress Further NOI growth through the delivery of additional trophy mixed-use assets in key submarkets All projects are fully capitalized 25 Directly adjacent to Rosslyn Metro station 65% pre-leased to CEB, Inc. Remaining vacancy on floors 21-28, with unobstructed views of DC skyline Expected to be one of the tallest buildings in the DC metro area 12K SF of ground-level retail and DC’s first for-profit observation deck Located directly across from main gate of Nationals Park and two blocks from Navy Yard Metro station Prime retail location in fast growing, emerging submarket Direct views into Nationals Park from upper floors and rooftop amenity Adjacent to Reston Town Center and planned Metro station 49% pre-leased and currently in active negotiations to pre-lease an additional 24% Central retail amenity enhances values and increases tenant demand for existing nearby office properties in the JBGS portfolio Addition of public spaces including parks, enhanced sidewalks and outdoor dining Adjacent to Bethesda Row and walkable to Bethesda Metro station and core of Bethesda office density 100% pre-leased to Dean & DeLuca2 Adjacent and connected to 4747 Bethesda, a future JBGS office development asset Notes All figures as of 9/30/2016 Initial delivery of 14K SF of space 100% leased. Unleased portion of 4749 Bethesda Avenue Retail will be delivered as part of 4747 Bethesda Avenue Excludes portion to be delivered with completion of 4747 Bethesda CEB Tower at Central Place 1221 Van Street RTC - West Retail 4749 Bethesda Avenue Retail % Ownership 100% % Ownership 100% % Ownership 100% % Ownership 100% Asset Type Office Asset Type Multifamily Asset Type Retail Asset Type Retail Submarket Rosslyn Submarket DC - Ballpark (Southeast) Submarket Reston Town Center Submarket Bethesda CBD Office SF 524K Office SF -- Office SF -- Office SF -- Retail SF 12K Retail SF 24K Retail SF 40K Retail SF 17K Total Multifamily Units -- Total Multifamily Units 291 Total Multifamily Units -- Total Multifamily Units -- Est. Pro Rata Cost to Complete $183MM Est. Pro Rata Cost to Complete $65MM Est. Pro Rata Cost to Complete $22MM Est. Pro Rata Cost to Complete $7MM 1

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Near-Term Development Pipeline Near-term development pipeline capitalizes on DC’s demand for high-quality multifamily and highly efficient, trophy office in Metro-served and amenity rich submarkets 26 Pipeline consists of fully entitled and designed multifamily and trophy office with the majority located in Washington, DC proper Multifamily projects contain substantial ground floor retail carefully curated to create vibrant, activated street life and boost multifamily demand and rental rates Office projects will typically employ a strategy of pre-leasing to anchor tenants prior to commencement of construction to mitigate leasing risk Notes All figures as of 9/30/2016 1900 N Street DC - CBD Near-Term Development Pipeline Total Est. Pro Rata Asset Submarket Ownership Units/SF Cost to Complete Multifamily Projects: Atlantic Plumbing C – North DC - U Street/Shaw 100.0% 161 Units $64MM Atlantic Plumbing C – South DC - U Street/Shaw 100.0% 95 Units 37MM West Half II DC - Ballpark (Southeast) 94.2% 188 Units 83MM West Half III DC - Ballpark (Southeast) 94.2% 250 Units 81MM Mets 6 Pentagon City 100.0% 577 Units 197MM Total Multifamily 1,271 Units $462MM Office Projects: 1900 N Street DC - CBD 100.0% 271K SF $137MM 1700 M Street DC - CBD 100.0% 336K SF 162MM 500 L'Enfant Plaza DC - Southwest 49.0% 215K SF 39MM 4747 Bethesda Avenue Bethesda CBD 100.0% 287K SF 129MM Total Office 1,110K SF $467MM

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future Development pipeline Notes All figures as of 9/30/2016 and reflect pro rata share. Estimated SF reflects latest development plans and are subject to change based on revisions and zoning approvals Includes Rockville, Woodbridge and Tysons Corner Future development opportunities to provide substantial long-term growth potential, to be pursued as market conditions warrant 27 Representative Projects 965 Florida Avenue DC - U Street/Shaw Gallaudet DC - NOMA 1250 First Street DC - NOMA Riverhouse Pentagon City 223 23rd Street Crystal City 51 N Street DC - NOMA Square Block Retail Crystal City 1900 Crystal Drive Crystal City Pro Rata Estimated Density Submarket Total SF (000s) Office SF (000s) Multifamily SF (000s) Retail SF (000s) Crystal City/Pentagon City 6,276 2,698 3,140 438 Reston 3,882 1,218 2,452 212 Washington, DC 3,202 1,490 1,497 215 Alexandria 1,432 1,115 268 49 Silver Spring 1,276 -- 1,156 120 Rosslyn-Ballston Corridor 843 601 218 24 Bethesda 365 -- 345 20 Other 1 359 172 164 23 Total 17,634 7,294 9,240 1,100

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CRYSTAL CITY: PRIME PLACEMAKING OPPORTUNITY Access and scale consistent with best markets in Washington, DC Needs a retail heart to unlock true potential Notes Ages calculated for all existing buildings within CoStar submarket boundaries. Ages calculated for office > 40K SF, residential > 50 units 28 CRYSTAL CITY Avg. Office Age: 33 Years Avg. Multifamily Age: 19 Years Avg. Office Age: 29 Years Avg. Multifamily Age: 27 Years Avg. Office Age: 36 Years Avg. Multifamily Age: 32 Years Avg. Office Age: 36 Years Avg. Multifamily Age: 40 Years R-B CORRIDOR LOGAN/SHAW BETHESDA

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29 SHAW Neighborhood: JBG CREATES A “HEART” FOR THE MARKET METRO ACCESS. MULTIPLE ANCHORS. MIX OF USES. “PLACEMAKING” 428 UNITS (OWNED) 51,500 SF RETAIL (OWNED) FUTURE DEVELOPMENT 965 FLORIDA 256 UNITS (OWNED) 19,474 SF RETAIL (OWNED) NEAR-TERM DEVELOPMENT ATLANTIC PLUMBING C ATLANTIC PLUMBING A 310 UNITS (OWNED) 19,109 SF RETAIL (OWNED) DELIVERED ATLANTIC PLUMBING B1 62 CONDO UNITS (SOLD) 4,630 SF RETAIL (OWNED) DELIVERED THE SHAY & NORTH END RETAIL 245 UNITS (SOLD) 27,380 SF RETAIL (OWNED) DELIVERED 1 2 3 4 5 Landmark Cinema Hazel Restaurant Declaration Restaurant Warby Parker Kit and Ace Notes 1. Retail square footage included with Atlantic Plumbing A in property disclosure

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30 Strong balance sheet to fund future growth Well-Laddered Debt Maturity Profile ($MM)1 Notes Debt balances shown at pro rata share as of 6/30/2016 for Vornado and 3/31/2016 for JBG For floating rate loans, LIBOR is assumed to be 0.52% Weighted average maturity as of 9/30/2016 Wtd. Avg. Interest Rate: 3.5%2 Company will have substantial liquidity and a strong balance sheet to execute its business plan Expect to have a credit facility in place at closing Strategy is to utilize non-recourse, asset level financing to fund the development pipeline and maintain balance sheet flexibility Will strategically recycle capital from mature, lower growth assets and redeploy into higher growth, value-add opportunities and will selectively joint venture new developments Wtd. Avg. Maturity: 4.3 years3 $85MM $485MM $311MM $192MM $94MM $287MM $9MM $360MM $145MM $403MM 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Joint Venture Wholly Owned

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31 WASHINGTON, DC market POISED FOR GROWTH September 2016 trailing twelve month employment gains of 85,200 jobs (seasonally adjusted) puts job growth at the highest level in a decade and significantly above the historical average of approximately 40,000 jobs The most significant job growth came in the Professional and Business Services sector Unemployment rate of 3.9% as of August 2016, significantly below national average of 4.9% and 50 basis points down over the past twelve months Metro area GDP growth of 3.5% is at its highest level in five years The broader DC metro region added more than 5,300 residents per month during 2015 and the District itself added more than 1,000 residents per month, a rate that has been consistent for four out of the past five years From 2010-2015, the region grew by more than 7%, adding over 430K new residents The Washington metro area boasted the highest median household income in the country at $93,294 vs. $55,775 for the broader United States Education levels are also higher in the DC metro region than anywhere else in the country, with 49.3% of residents holding a college degree vs. a U.S. average of 30.1% Strong population and job growth rates drove outsized apartment rent growth and absorption, with effective rents growing by 3.8% over the trailing twelve months from September 30, 2016 Rent “share of wallet” is lower in the DC metro region than any other gateway market at 21.1% compared to 42.8% in San Francisco and 56.5% in New York Office deliveries have been limited from a historical perspective: the market saw an annual average of 2MM SF for the past five years compared to almost 6MM from 1996-2010 Average office absorption for past five years (2011-Q3 2016) is -247K SF vs. 20 year average (1996-Q3 2016) of 3.3MM SF Economy and Employment1 Population Growth and Demographics Real Estate Notes Bureau of Labor Statistics, Bureau of Economic Analysis, Census Bureau, Headlight Data, CoStar, Berkadia Research 1. Gross employment statistics as of September 2016; Unemployment rate as of August 2016 due to comparable data availability

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32 Appendix

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Near-Term Development Pipeline 33 Located in North End Shaw, within a five minute walk to U Street Metro and adjacent to JBGS’ Atlantic Plumbing A Third phase in JBGS’ mixed-use Atlantic Plumbing project which, at completion, will boast 628 multifamily units and 43,200 SF of retail Two boutique, Morris Adjmi designed buildings separated by a private street with 19K SF of retail One of DC’s fastest growing submarkets anchored by the 9:30 Club, DC’s premier live music venue, and a recently opened Landmark Theater Located directly across from main gate of Nationals Park and one block from Navy Yard Metro station Prime retail location in fast growing, emerging submarket that benefits from Nationals game day foot traffic Designed to maximize ballpark view (with resulting rent premiums) Representative Multifamily Projects Located across the street from The Bartlett, with Whole Foods in place Walking distance to the Pentagon City Metro station and Fashion Center Mall 10K SF of street retail Plans recently approved by Arlington County Notes All figures as of 9/30/2016 Atlantic Plumbing C – North / South West Half II / III Mets 6 % Ownership 100% % Ownership 94% % Ownership 100% Asset Type Multifamily Asset Type Multifamily Asset Type Multifamily Submarket DC - U Street/Shaw Submarket DC - Ballpark (Southeast) Submarket Pentagon City Office SF -- Office SF -- Office SF -- Retail SF 19K Retail SF 57K Retail SF 10K Total Multifamily Units 256 Total Multifamily Units 438 Total Multifamily Units 577 Est. Pro Rata Cost to Complete $101MM Est. Pro Rata Cost to Complete $164MM Est. Pro Rata Cost to Complete $197MM Est. Start Q2 2017 Est. Start Q3 2017 Est. Start Pending Market Conditions

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Near-Term Development Pipeline Representative Office Projects 34 Located one block south of Dupont Circle in heart of DC’s Golden Triangle business district Efficient floorplate provides four sides of glass and frontage on three streets Iconic design by KPF provides dramatic 30-foot high column-free lobby experience Located in the heart of the Washington, DC Central Business District at the corner of 17th and M Streets LEED Gold status anticipated Four sides of glass and double-height corner lobby Newest building at L’Enfant Plaza, sitting atop five of DC’s six Metro lines Walkable to the National Mall and adjacent to new Spy Museum Proximity to the highest concentration of federal government tenancy in the city Designed by ZGF Architects and offers unobstructed views of the Potomac River Notes All figures as of 9/30/2016 1900 N Street 1700 M Street 500 L'Enfant Plaza % Ownership 100% % Ownership 100% % Ownership 49% Asset Type Office Asset Type Office Asset Type Office Submarket DC - CBD Submarket DC - CBD Submarket DC - Southwest Office SF 259K Office SF 336K Office SF 215K Retail SF 13K Retail SF -- Retail SF -- Total Multifamily Units -- Total Multifamily Units -- Total Multifamily Units -- Est. Pro Rata Cost to Complete $137MM Est. Pro Rata Cost to Complete $162MM Est. Pro Rata Cost to Complete $39MM Est. Start Dependent on Pre-leasing Est. Start Dependent on Pre-leasing Est. Start Dependent on Pre-leasing

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35 JBG Smith Operating Assets Note Table shown as of 9/30/2016 1. % Leased calculated on a SF basis for commercial assets and on a unit basis for multifamily assets. Retail SF embedded in multifamily assets is excluded 1 # of Total Total Pro Rata Asset Assets Type City Submarket Ownership SF Units SF % Leased Office Universal Buildings (1825-1875 Connecticut Ave NW) 2 Office Washington, DC DC - Uptown 100.0% 686,278 -- 686,278 99.0% Courthouse Plaza 1 and 2 (3100 Clarendon Blvd) 2 Office Arlington, VA Clarendon/Courthouse 100.0% 638,663 -- 638,663 93.3% 1550 Crystal Drive (Square 2) 1 Office Arlington, VA Crystal City 100.0% 512,959 -- 512,959 83.6% 2345 Crystal Drive (Park 4) 1 Office Arlington, VA Crystal City 100.0% 507,345 -- 507,345 93.3% 2121 Crystal Drive (Park 2) 1 Office Arlington, VA Crystal City 100.0% 505,912 -- 505,912 99.9% RTC - West 1 Office Reston, VA Reston 100.0% 495,348 -- 495,348 81.4% 2231 Crystal Drive (Park 3) 1 Office Arlington, VA Crystal City 100.0% 464,703 -- 464,703 85.7% 2011 Crystal Drive (Park 1) 1 Office Arlington, VA Crystal City 100.0% 444,751 -- 444,751 84.5% Commerce Executive 3 Office Reston, VA Reston 100.0% 407,219 -- 407,219 93.3% 2451 Crystal Drive (Park 5) 1 Office Arlington, VA Crystal City 100.0% 402,313 -- 402,313 92.2% 1235 S. Clark Street (Gateway 1) 1 Office Arlington, VA Crystal City 100.0% 383,307 -- 383,307 82.4% 2101 L Street, NW 1 Office Washington, DC DC - CBD 100.0% 380,182 -- 380,182 99.0% 241 18th Street S. (Square 4) 1 Office Arlington, VA Crystal City 100.0% 360,171 -- 360,171 72.5% 251 18th Street S. (Square 5) 1 Office Arlington, VA Crystal City 100.0% 346,476 -- 346,476 99.7% The Warner (1299 Pennsylvania Avenue NW) 1 Office Washington, DC DC - East End 55.0% 621,356 -- 341,746 91.1% 1215 S. Clark Street (Gateway 3) 1 Office Arlington, VA Crystal City 100.0% 340,985 -- 340,985 99.1% 201 12th Street S. (Gateway North) 1 Office Arlington, VA Crystal City 100.0% 335,173 -- 335,173 92.6% 800 North Glebe Road 1 Office Arlington, VA Ballston 100.0% 306,456 -- 306,456 99.1% 1225 S. Clark Street (Gateway 2) 1 Office Arlington, VA Crystal City 100.0% 284,231 -- 284,231 45.9% 2200 Crystal Drive (Plaza 4) 1 Office Arlington, VA Crystal City 100.0% 279,897 -- 279,897 71.0% 1901 South Bell Street (Mall 4) 1 Office Arlington, VA Crystal City 100.0% 276,954 -- 276,954 100.0% Artery Plaza 1 Office Bethesda, MD Bethesda CBD 100.0% 272,602 -- 272,602 91.3% 2100 Crystal Drive (Plaza 3) 1 Office Arlington, VA Crystal City 100.0% 249,281 -- 249,281 100.0% Bowen Building (875 15th Street NW) 1 Office Washington, DC DC - East End 100.0% 231,390 -- 231,390 84.5% L'Enfant Plaza Office - East 1 Office Washington, DC DC - Southwest 49.0% 438,900 -- 215,040 85.7% One Democracy Plaza 1 Office Bethesda, MD Bethesda-Rock Spring 100.0% 213,988 -- 213,988 97.6% 1730 M Street, NW 1 Office Washington, DC DC - CBD 100.0% 205,304 -- 205,304 92.3% 200 12th Street S. (Gateway 4) 1 Office Arlington, VA Crystal City 100.0% 202,724 -- 202,724 90.5% 2001 Jefferson Davis Highway (Plaza 1) 1 Office Arlington, VA Crystal City 100.0% 162,384 -- 162,384 55.9% 1233 20th Street 1 Office Washington, DC DC - CBD 100.0% 154,289 -- 154,289 87.0% L'Enfant Plaza Office - North 1 Office Washington, DC DC - Southwest 49.0% 306,190 -- 150,019 76.9% Summit II 1 Office Reston, VA Reston 100.0% 145,595 -- 145,595 95.5% Summit I 1 Office Reston, VA Reston 100.0% 144,652 -- 144,652 100.0% Rosslyn Plaza North (1777 N Kent St) 1 Office Arlington, VA Rosslyn 50.4% 278,177 -- 140,229 54.7% Executive Tower (1399 New York Avenue) 1 Office Washington, DC DC - East End 100.0% 128,866 -- 128,866 92.9% 1101 17th Street, NW 1 Office Washington, DC DC - CBD 55.0% 215,511 -- 118,531 99.5% Fairfax Square 3 Office Vienna, VA Tysons Corner 20.0% 560,790 -- 112,158 66.2% 1600 K Street 1 Office Washington, DC DC - CBD 100.0% 84,142 -- 84,142 94.7% Rosslyn Gateway - North 1 Office Arlington, VA Rosslyn 18.0% 144,831 -- 26,070 94.0% Pickett Industrial Park 1 Office Alexandria, VA Eisenhower Avenue 10.0% 246,145 -- 24,615 100.0% The Foundry 1 Office Washington, DC DC - Georgetown 9.9% 234,948 -- 23,213 86.1% Investment Building (1501 K Street NW) 1 Office Washington, DC DC - East End 5.0% 399,600 -- 19,980 91.5% Rosslyn Gateway - South 1 Office Arlington, VA Rosslyn 18.0% 105,723 -- 19,030 92.5% 11333 Woodglen Drive 1 Office Rockville, MD Rockville Pike Corridor 18.0% 63,650 -- 11,457 98.4% Total/Weighted Avg. Office 50 14,170,361 -- 11,756,627 88.9%

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36 JBG Smith Operating Assets (Cont’d.) Note Table shown as of 9/30/2016 1. % Leased calculated on a SF basis for commercial assets and on a unit basis for multifamily assets. Retail SF embedded in multifamily assets is excluded 1 # of Total Total Pro Rata Pro Rata Asset Assets Type City Submarket Ownership SF Units SF Units % Leased Multifamily Riverhouse Apartments 3 Multifamily Arlington, VA Pentagon City 100.0% 1,319,454 1,670 1,319,454 1,670 97.9% WestEnd 25 1 Multifamily Washington, DC DC - West End 100.0% 273,264 283 273,264 283 98.9% 220 20th Street 1 Multifamily Arlington, VA Crystal City 100.0% 269,082 265 269,082 265 97.4% Falkland Chase - South & West 1 Multifamily Silver Spring, MD Downtown Silver Spring 100.0% 222,949 268 222,949 268 95.1% 2221 South Clark Street 1 Multifamily Arlington, VA Crystal City 100.0% 171,080 216 171,080 216 100.0% Falkland Chase - North 1 Multifamily Silver Spring, MD Downtown Silver Spring 100.0% 119,443 182 119,443 182 94.5% Rosslyn Plaza 1 Multifamily Arlington, VA Rosslyn 43.7% 125,450 96 54,809 42 97.5% The Alaire 1 Multifamily Rockville, MD Rockville Pike Corridor 18.0% 288,806 279 51,985 50 97.5% Fairway Apartments 1 Multifamily Reston, VA Reston 10.0% 371,204 346 37,120 35 96.0% The Gale Eckington 1 Multifamily Washington, DC DC - H Street/NoMa 5.0% 466,852 603 23,343 30 93.7% The Terano 1 Multifamily Rockville, MD Rockville Pike Corridor 1.8% 200,413 214 3,607 4 91.6% Total/Weighted Avg. Multifamily 13 3,827,997 4,422 2,546,137 3,045 97.6% Recently Delivered Multifamily The Bartlett 1 Multifamily Arlington, VA Pentagon City 100.0% 619,372 699 619,372 699 63.9% Fort Totten Square 1 Multifamily Washington, DC DC - Brookland/Ft Totten 99.4% 254,292 345 252,690 343 93.9% 7770 Norfolk 1 Multifamily Bethesda, MD Bethesda CBD 79.9% 208,678 200 166,793 160 60.0% Atlantic Plumbing A 1 Multifamily Washington, DC DC - U Street/Shaw 64.0% 245,519 310 157,132 198 85.5% Galvan 1 Multifamily Rockville, MD Rockville 1.8% 295,472 356 5,318 6 76.1% Total/Weighted Avg. Recently Delivered Multifamily 5 1,623,333 1,910 1,201,306 1,406 73.9% Retail and Other Crystal City Marriott Hotel (343 keys) 1 Hotel Arlington, VA Crystal City 100.0% 266,000 -- 266,000 -- 100.0% Fort Totten Square Retail 1 Retail Washington, DC DC - Brookland/Ft Totten 99.4% 130,664 -- 129,841 -- 98.7% Crystal City Shops at 2100 1 Retail Arlington, VA Crystal City 100.0% 79,755 -- 79,755 -- 97.6% Crystal Drive Retail 1 Retail Arlington, VA Crystal City 100.0% 56,965 -- 56,965 -- 100.0% L'Enfant Plaza Retail - West 1 Retail Washington, DC DC - Southwest 49.0% 116,242 -- 56,953 -- 70.0% Stonebridge at Potomac Town Center - Phase I 1 Retail Woodbridge, VA Prince William County 10.0% 482,619 -- 48,262 -- 93.1% North End Retail I 1 Retail Washington, DC DC - U Street/Shaw 100.0% 27,380 -- 27,380 -- 100.0% L'Enfant Plaza Retail - East 1 Retail Washington, DC DC - Southwest 49.0% 33,736 -- 16,529 -- 98.7% Vienna Retail 2 Retail Vienna, VA Vienna 100.0% 8,547 -- 8,547 -- 100.0% Galvan Retail 1 Retail Rockville, MD Rockville 1.8% 95,630 -- 1,721 -- 90.1% Total/Weighted Avg. Retail and Other 11 1,297,538 -- 691,953 -- 96.5% Total/Weighted Avg. 79 20,919,228 6,332 16,196,022 4,451 89.4%

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37 JBG Smith Construction in progress and Near-Term Development Assets Note Table shown as of 9/30/2016 1. % Pre-leased calculated on a SF basis for commercial assets and on a unit basis for multifamily assets. Retail SF embedded in multifamily assets is excluded 2. Initial delivery of 14K SF of space 100% leased. Unleased portion of 4749 Bethesda Avenue Retail will be delivered as part of 4747 Bethesda Avenue 2 1 # of Total Total Pro Rata Pro Rata Pro Rata Cost to Asset Assets Type City Submarket Ownership SF Units SF Units % Pre-leased Complete ($MM) Construction CEB Tower at Central Place 1 Office Arlington, VA Rosslyn 100.0% 536,710 -- 536,710 -- 65.4% 183 1221 Van Street 1 Multifamily Washington, DC DC - Ballpark (Southeast) 100.0% 226,546 291 226,546 291 -- 65 RTC - West Retail 1 Retail Reston, VA Reston Town Center 100.0% 40,025 -- 40,025 -- 49.1% 22 4749 Bethesda Avenue Retail 1 Retail Bethesda, MD Bethesda CBD 100.0% 17,317 -- 17,317 -- 78.7% 7 Total/Weighted Avg. Construction 4 820,598 291 820,598 291 46.8% $277 Near-term Development Pipeline Mets 6 1 Multifamily Arlington, VA Pentagon City 100.0% 430,000 577 430,000 577 -- 197 1700 M Street 1 Office Washington, DC DC - CBD 100.0% 336,000 -- 336,000 -- -- 162 4747 Bethesda Avenue 1 Office Bethesda, MD Bethesda CBD 100.0% 287,457 -- 287,457 -- -- 129 1900 N Street 1 Office Washington, DC DC - CBD 100.0% 271,433 -- 271,433 -- -- 137 West Half III 1 Multifamily Washington, DC DC - Ballpark (Southeast) 94.2% 209,898 250 197,828 236 -- 81 West Half II 1 Multifamily Washington, DC DC - Ballpark (Southeast) 94.2% 172,502 188 162,583 177 -- 83 Atlantic Plumbing C – North 1 Multifamily Washington, DC DC - U Street/Shaw 100.0% 145,605 161 145,605 161 -- 64 500 L'Enfant Plaza 1 Office Washington, DC DC - Southwest 49.0% 215,000 -- 105,340 -- -- 39 Atlantic Plumbing C – South 1 Multifamily Washington, DC DC - U Street/Shaw 100.0% 79,926 95 79,926 95 -- 37 Total/Weighted Avg. Near-Term Development Pipeline 9 2,147,821 1,271 2,016,172 1,246 -- $928 Total/Weighted Avg. Construction & Near-Term Development Pipeline 13 2,968,419 1,562 2,836,770 1,537 13.5% $1,205

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38 JBG Smith future Development Assets Note Table shown as of 9/30/2016. Estimated SF reflects latest development plans and are subject to change based on revisions and zoning approvals # of Total Est. Pro Rata Est. Asset Assets City Submarket Ownership Potential Density Potential Density Future Development Pipeline PenPlace 1 Arlington, VA Pentagon City 100.0% 1,982,000 1,982,000 RTC - West Land 1 Reston, VA Reston 100.0% 1,350,000 1,350,000 Falkland Chase - North Land 1 Silver Spring, MD Downtown Silver Spring 100.0% 1,276,000 1,276,000 Gallaudet 1 Washington, DC DC - NoMa 100.0% 1,224,000 1,224,000 Commerce Metro Land 1 Reston, VA Reston 100.0% 826,000 826,000 Potomac Yard Land Bay G 1 Alexandria, VA Potomac Yard 98.0% 823,000 806,540 RiverHouse 1 Arlington, VA Pentagon City 100.0% 772,492 772,492 1900 Crystal 1 Arlington, VA Crystal City 100.0% 707,000 707,000 Summit I & II Land 1 Reston, VA Reston 100.0% 700,000 700,000 223 23rd Street 1 Arlington, VA Crystal City 100.0% 641,000 641,000 Hoffman Town Center 1 Alexandria, VA Alexandria 100.0% 625,000 625,000 Square 649 1 Washington, DC DC - Southwest 100.0% 605,000 605,000 Wiehle Avenue Development Parcel 1 Reston, VA Reston 100.0% 498,500 498,500 1831 Wiehle Avenue Land 1 Reston, VA Reston 100.0% 455,000 455,000 Mall 1 1 Arlington, VA Crystal City 100.0% 445,000 445,000 Mets 8 1 Arlington, VA Pentagon City 100.0% 376,000 376,000 7900 Wisconsin 1 Bethesda, MD Bethesda 100.0% 365,000 365,000 Airport I Infill 1 Arlington, VA Crystal City 100.0% 315,000 315,000 965 Florida Avenue 1 Washington, DC DC - U Street/Shaw 70.0% 402,500 281,750 Square Block Retail 1 Arlington, VA Crystal City 100.0% 277,000 277,000 1770 Crystal Dr 1 Arlington, VA Crystal City 100.0% 269,000 269,000 Rosslyn Central 1 Arlington, VA Rosslyn 43.7% 604,037 263,964 Mets 7 1 Arlington, VA Pentagon City 100.0% 260,000 260,000 Rosslyn Office I 1 Arlington, VA Rosslyn 43.7% 594,719 259,892 Capitol Point - North Option 1 Washington, DC DC - NoMa 59.0% 439,000 259,010 DCDF - 801 17th Street, NE 1 Washington, DC DC - H Street/NoMa 100.0% 242,500 242,500 Capitol Point - North 1 Washington, DC DC - NoMa 59.0% 409,000 241,310 Gateway North Resi 1 Arlington, VA Crystal City 100.0% 208,197 208,197 L'Enfant Plaza Office - Center 1 Washington, DC DC - Southwest 49.0% 350,000 171,483 NoBe II Land 1 Rockville, MD Rockville Pike Corridor 18.0% 672,500 121,050 Rosslyn Resi 1 Arlington, VA Rosslyn 43.7% 252,556 110,367 Bethesda North Marriott Land 1 Rockville, MD Rockville Pike Corridor 18.0% 548,500 98,730 Rosslyn Gateway - South Land 1 Rosslyn, VA Rosslyn 18.0% 498,500 89,730 1250 1st Street 1 Washington, DC DC - NoMa 30.0% 251,000 75,300 Stonebridge Land 1 Woodbridge, VA Prince William County 10.0% 737,500 73,750 Rosslyn Gateway - North Land 1 Rosslyn, VA Rosslyn 18.0% 311,000 55,980 Fairway Land 1 Reston, VA Reston 10.0% 521,500 52,150 Courthouse Metro Land 1 Arlington, VA Clarendon/Courthouse 18.0% 286,500 51,570 50 Patterson Street 1 Washington, DC DC - NoMa 30.0% 161,500 48,450 Fairfax Square Density 1 Vienna, VA Tysons Corner 20.0% 200,000 40,000 51 N Street 1 Washington, DC DC - NoMa 30.0% 120,500 36,150 2121 Retail 1 Arlington, VA Crystal City 100.0% 23,000 23,000 5615 Fishers Drive 1 Rockville, MD Rockville Pike Corridor 18.0% 106,500 19,170 Waterfront Station 1 Washington, DC DC - Southwest 2.5% 680,000 17,000 Courthouse Metro Land - Option 1 Arlington, VA Clarendon/Courthouse 18.0% 62,500 11,250 Stonebridge at Potomac Town Center - Phase II 1 Woodbridge, VA Prince William County 10.0% 51,500 5,150 12511 Parklawn Drive 1 Rockville, MD Rockville Pike Corridor 18.0% 6,500 1,170 Twinbrook 1 Rockville, MD Rockville Pike Corridor 18.0% -- -- Woodglen 1 Rockville, MD Rockville Pike Corridor 18.0% -- -- Potomac Yard Land Bay F 1 Alexandria, VA Potomac Yard 33.3% -- -- Future Development Pipeline 50 23,533,500 17,633,605

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