SecProbe.io

April 9, 2026
M. Moina Banerjee
Chief Financial Officer
JBG SMITH Properties
4747 Bethesda Avenue, Suite 200
Bethesda, MD 20814
Re:JBG SMITH Properties
Form 10-K for the fiscal year ended December 31, 2025
File No. 001-37994
Dear M. Moina Banerjee:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Angela Valdes

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VIA EDGAR

April 3, 2026

Mr. Jeffrey Lewis

Mr. Isaac Esquivel

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:JBG SMITH Properties

Form 10-K for the fiscal year ended December 31, 2025

File No. 001-37994

Dear Mr. Lewis and Mr. Esquivel:

This letter is submitted on behalf of JBG SMITH Properties (the “Company”) in response to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated March 24, 2026 (the “Comment Letter”), with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on February 17, 2026 (the “Form 10-K”).

For the convenience of the Staff, the text of the Staff’s comment is set forth in bold, italicized text below, followed by the Company’s response.

* * *

Form 10-K for the fiscal year ended December 31, 2025

Notes to the Consolidated Financial Statements

Note 20. Segment Information, page 99

​

1.

 Please tell us what consideration you gave to disclosing total assets for each reportable segment, and other segment asset information, or disclosing why such information is not available. Refer to ASC 280-10-50-22, 50-25, 50-26 and 50-30(c).

Response:

The Company respectfully advises the Staff that it carefully considered the disclosure requirements of ASC 280-10-50-22, 50-25, 50-26 and 50-30(c) in preparing the segment disclosures in Note 20 of the Form 10-K. As described below, the Company concluded that disclosure of total assets by reportable segment was not required because asset information is not included in the financial information regularly provided to the Company’s chief operating decision maker (“CODM”) for purposes of assessing segment performance or making resource allocation decisions.

​

​

4747 Bethesda Avenue, Suite 200, Bethesda, Maryland 20814

240.333.3600 jbgsmith.com

​

As disclosed in Note 20 of the Form 10-K, the Company’s CODM is its Chief Executive Officer. The Company has three reportable segments: multifamily, commercial, and third-party real estate services. The CODM measures and evaluates the performance of the multifamily and commercial segments based on net operating income (“NOI”), which includes property rental revenue and parking revenue, less property operating expenses and real estate taxes. With respect to the third-party real estate services segment, the CODM reviews the revenue streams generated by that segment and the expenses attributable to it. The CODM does not receive, review, or use a measure of total assets or any other asset-level information on a segment basis when assessing segment performance or allocating resources.

ASC 280-10-50-22 provides that a public entity shall report a measure of total assets for each reportable segment. However, the measurement guidance in ASC 280-10-50-27 requires that the amount of each segment item reported “shall be the measure reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segment and assessing its performance.” ASC 280-10-50-27 further states that “only those assets that are included in the measure of the segment’s assets that is used by the chief operating decision maker shall be reported for that segment.” Because the Company’s CODM does not use any measure of segment assets in assessing segment performance or allocating resources, there is no measure of segment assets to report under the measurement framework prescribed by ASC 280-10-50-27.

Consistent with the foregoing, ASC 280-10-50-26 provides that “[i]f no asset information is provided for a reportable segment, that fact shall be disclosed.” The Company acknowledges that, while the substance of this determination is reflected in the design of its segment disclosure (which presents segment-level revenue, expenses, and NOI without any asset information), the Company did not include an explicit statement in Note 20 that asset information is not regularly provided to the CODM and is therefore not disclosed. The Company will include the disclosure set forth below in future filings.

With respect to ASC 280-10-50-25, which addresses disclosure of investments in equity method investees and expenditures for additions to long-lived assets, the Company advises the Staff that neither of these items is included in the financial information regularly provided to the CODM on a segment basis for purposes of assessing performance or allocating resources. The Company’s CODM evaluates capital expenditure and investment activity on an individual asset or project basis rather than at the reportable segment level.

With respect to ASC 280-10-50-30(c), which requires reconciliation of the total of reportable segments’ assets to the entity’s consolidated assets, the Company notes that this reconciliation requirement is applicable only when segment assets are disclosed. Because no measure of segment assets is reported to the CODM, neither the disclosure of segment assets under ASC 280-10-50-22 nor the related reconciliation under ASC 280-10-50-30(c) is applicable.

​

​

​

In response to the Staff’s comment, the Company will revise its segment disclosures in future filings, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2026, to include an explicit statement that asset information is not regularly provided to the CODM and is therefore not disclosed. The Company intends to include the following additional disclosure:

“Asset information, including total assets, investments in equity method investees, and expenditures for additions to long-lived assets, is not regularly provided to the CODM for purposes of assessing segment performance or allocating resources. Accordingly, such information is not disclosed by reportable segment.”

* * *

The Company acknowledges that it and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Should you have any questions regarding the foregoing, please do not hesitate to contact the undersigned at 240-333-3655 or mbanerjee@jbgsmith.com.

Sincerely,

/s/ M. Moina Banerjee

​

M. Moina Banerjee

Co-President and Chief Financial Officer

JBG SMITH Properties

cc:Angela Valdes

​

March 24, 2026
M. Moina Banerjee
Chief Financial Officer
JBG SMITH Properties
4747 Bethesda Avenue, Suite 200
Bethesda, MD 20814
Re:JBG SMITH Properties
Form 10-K for the fiscal year ended December 31, 2025
File No. 001-37994
Dear M. Moina Banerjee:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2025
Notes to the Consolidated Financial Statements
Note 20. Segment Information, page 99
1.Please tell us what consideration you gave to disclosing total assets for each reportable
segment, and other segment asset information, or disclosing why such information is not
available. Refer to ASC 280-10-50-22, 50-25, 50-26 and 50-30(c).
             In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

March 24, 2026
Page 2
            Please contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at 202-551-3395 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Angela Valdes

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JBG SMITH Properties

4445 Willard Avenue, Suite 400

Chevy Chase, MD 20815

September 27, 2017

VIA EDGAR

Mr. Joshua Lobert

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

JBG SMITH Properties

Registration Statement   on Form S-11

Filed September 18,   2017

File No. 333-220498

Dear Mr. Lobert:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), JBG SMITH Properties (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date and time of the above-referenced Registration Statement on Form S-11 (the “Registration Statement”), and declare the Registration Statement effective as of 4:00 p.m., Eastern Time, on September 29, 2017, or as soon thereafter as practicable. The Registrant is aware of its obligations under the Securities Act.

The Registrant requests that it be notified of such effectiveness by a telephone call to Abigail C. Smith of Hogan Lovells US LLP at (202) 637-4880 and that such effectiveness also be confirmed in writing to the addresses listed on the cover page of the Registration Statement.

[Signature page follows]

Sincerely,

JBG SMITH   PROPERTIES

/s/ Steven   A. Museles

By:

Steven A.   Museles

Title:

Chief Legal   Officer and Corporate Secretary

Mail Stop 3233

September 26, 2017

Via E -Mail
Steven A. Museles
Chief Legal Officer and Corporate Secretary
JBG SMITH Properties
4445 Willard Avenue, Suite 400
Chevy Chase, MD 20815

Re: JBG SMITH Properties
  Registration Statement on Form S-11
Filed  September 18 , 2017
  File 333-220498

Dear Mr. Museles :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Joshua Lobert, Staff Attorney,  at (202) 5 51-7150  with any questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: David W. Bonser , Esq.
Hogan Lovells US LLP

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JBG SMITH Properties

2345 Crystal Drive, Suite 1100

Arlington, Virginia 22202

June 22, 2017

Via EDGAR

Mr. Thomas Kluck,

        Unites States Securities and Exchange Commission,

               Division of Corporation Finance,

                      100 F Street, NE,

                             Washington, DC 20549-7010

Re:                             JBG SMITH Properties
 Registration Statement on Form 10
  File No. 001-37994

Ladies and Gentlemen:

Pursuant to Rule 12d1-2 under the Securities Exchange Act of 1934, as amended, JBG SMITH Properties (the “Company”) hereby requests that the effectiveness of its Registration Statement on Form 10, File No. 001-37994 (the “Registration Statement”), be accelerated to 9:00 A.M., New York City Time, on Monday, June 26, 2017 or as soon thereafter as practicable. The Company also requests that the Securities and Exchange Commission (the “Commission”) confirm such effective date and time in writing.

Please contact William G. Farrar of Sullivan & Cromwell LLP at (212) 558-4940 with any questions that you may have.  In addition, please notify Mr. Farrar when this request for acceleration has been granted.

Very truly yours,

JBG SMITH PROPERTIES

/s/ Stephen W. Theriot

Stephen W. Theriot

Chief Financial Officer

cc:

Joseph Macnow

Alan J. Rice

(Vornado Realty Trust)

William G. Farrar

(Sullivan & Cromwell LLP)

W. Matthew Kelly

Steven Museles

(The JBG Companies®)

David W. Bonser

Abigail C. Smith

(Hogan Lovells US LLP)

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TELEPHONE:   1-212-558-4000

125 Broad Street

FACSIMILE:   1-212-558-3588

New York, NY 10004-2498

WWW.SULLCROM.COM

LOS   ANGELES • PALO ALTO • WASHINGTON, D.C.

FRANKFURT   • LONDON • PARIS

BEIJING   • HONG KONG • TOKYO

MELBOURNE • SYDNEY

Via EDGAR

Mr. Tom Kluck
 Legal Branch Chief
 Division of Corporation Finance
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, DC 20549

June 20, 2017

Re:                             JBG SMITH Properties
 Amendment No. 3 to Registration Statement on Form 10-12B
 Filed June 12, 2017
 File No. 001-37994

Dear Mr. Kluck:

On behalf of our client, JBG SMITH Properties, a real estate investment trust organized in the State of Maryland (the “Company” or “JBG SMITH”), which is currently a wholly owned subsidiary of Vornado Realty Trust (“Vornado”), set forth below are the Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) that you provided in your letter, dated June 16, 2017, with respect to the filing referenced above.

This letter and Amendment No. 4 (“Amendment No. 3”) to the Registration Statement on Form 10 (File No. 001-37994) (the “Registration Statement” or the “Form 10”) are being filed electronically via the EDGAR system.

For the Staff’s convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s response. Unless otherwise specified, all references to page numbers and captions in the Company’s responses below correspond to the pages of the preliminary information statement filed as Exhibit 99.1 (the “Information Statement”) to the marked version of Amendment No. 4. Terms not otherwise defined in this letter have the meaning set forth in Amendment No. 4.

Management’s Discussion & Analysis of Financial Condition and Results of Operations, page 114

Liquidity and Capital Resources, page 126

1.              We note your revised disclosure on page 127 in regards to the unsecured credit facility in the amount of $1.4 billion that you expect to execute upon the completion of the transaction. Please disclose the names of the parties to this credit facility or advise us why such disclosure is not necessary.

Company’s Response:

The Information Statement has been revised on pages 127 and 268 to disclose the names of the joint lead arrangers of the credit facility and their respective initial commitments. The Company has also filed the commitment letter relating to the credit facility as Exhibit 10.25 to the Registration Statement.

Summary NOI Table, page 181

2.              We note your revised disclosure in response to our comment issued on June 8, 2017. Please tell us how your assumption to multiply quarterly NOI by 4 is reasonable and suitably supported in accordance with paragraph 6.36 of the AICPA’s Guide for Prospective Financial Information. Additionally, clarify how you have considered the guidance in paragraphs 6.34 through 6.41 of the AICPA’s Guide for Prospective Financial Information in preparing your disclosures

Company’s Response:

As discussed with the Staff, the Company will continue to include annualized NOI in the Information Statement.

2

If you have any questions regarding the foregoing, or would like to discuss further any of the matters raised in this response letter, please feel free to contact the undersigned at (212) 558-4940.

Sincerely,

By:

/s/   William G. Farrar

William   G. Farrar

cc:                                Joseph Macnow

Alan J. Rice

Stephen W. Theriot

(Vornado Realty Trust)

W. Matthew Kelly

Steven Museles

(The JBG Companies®)

David W. Bonser

Abigail C. Smith

(Hogan Lovells US LLP)

3

Mail Stop 3233

        June 16, 2017
Via E -mail
Stephen W. Theriot, Treasurer
JBG SMITH Properties
2345 Crystal Drive
Suite 1100
Arlington, VA 22202

Re: JBG SMITH Properties
Amendment No. 3 to Form 10-12B
Filed June 12, 2017
File No. 001 -37994

Dear Mr. Theriot:

We have reviewed your filing and have the following comments. In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by providing
the requested information, or by advising us when you will provide the requested response. If you do
not believe our comments apply to your facts and circumstances  or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in response to
these comments, we may have additional comments.

Management ’s Discussion & Analysis  of Financial Condition and Results of Operation s, page
114

Liquidity and Capital Resources, page 126

1. We note your revised disclosure  on page 127  in regards to the unsecured credit facility in
the amount of $1 .4 billion that you expect to execute upon the completion of the
transaction.  Please disclose the names of the parties to this credit facility o r advise us why
such disclosure is not necessary.

Stephen W. Theriot, Treasurer
JBG SMITH Properties
June 16, 2017
Page 2

 Summary NOI Table, page 181

2. We note your revised disclosure in response to our comment issued on June 8,
2017.  Please tell us how your assumption to multiply quarterly NOI by 4 is reasonable
and suitably supported in accordance with paragraph 6.36 of the AICPA’s Guide for
Prosp ective Financial Information. Additionally, clarify how you have considered the
guidance in paragraphs 6.34 through 6.41 of the AICPA’s Guide for Prospective
Financial Information in preparing your disclosures.

We remind you that the com pany and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Isaac Esquivel  at (202)551 -3395 or Shannon Sobotka at (202)551 -3856
if you have questions regarding comments on the financial statements and re lated matters.
Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3233 with any other
questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: William G. Farrar, Esq. ( via e -mail)

CORRESP
1
filename1.htm

TELEPHONE: 1-212-558-4000

FACSIMILE: 1-212-558-3588

WWW.SULLCROM.COM

125 Broad Street
   New York, NY 10004-2498

LOS   ANGELES · PALO ALTO · WASHINGTON, D.C.

FRANKFURT   · LONDON · PARIS

BEIJING   · HONG KONG · TOKYO

MELBOURNE · SYDNEY

Via EDGAR

Mr. Tom Kluck

Legal Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

June 9, 2017

Re:                             JBG SMITH Properties
 Amendment No. 2 to Registration Statement on Form 10-12B
 Filed May 15, 2017
 File No. 001-37994

Dear Mr. Kluck:

On behalf of our client, JBG SMITH Properties, a real estate investment trust organized in the State of Maryland (the “Company” or “JBG SMITH”), which is currently a wholly owned subsidiary of Vornado Realty Trust (“Vornado”), set forth below are the Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) that you provided in your letters, dated June 1, 2017 and June 8, 2017, respectively, with respect to the filing referenced above.

This letter and Amendment No. 3 (“Amendment No. 3”) to the Registration Statement on Form 10 (File No. 001-37994) (the “Registration Statement” or the “Form 10”) are being filed electronically via the EDGAR system.

For the Staff’s convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s response. Unless otherwise specified, all references to page numbers and captions in the Company’s responses below correspond to the pages of the preliminary information statement filed as Exhibit 99.1 (the “Information Statement”) to the marked version of Amendment No. 3. Terms not otherwise defined in this letter have the meaning set forth in Amendment No. 3.

Letter dated June 1, 2017

Unaudited Pro Forma Combined Financial Statements, page 95

1.              We note your response to prior comment 13 of our letter dated May 5, 2017. Please revise your filing to disclose the historical results of JBG Operating Partners separately from the related pro forma adjustments.

Company’s Response:

The Information Statement has been revised on pages 105 – 109 in response to the Staff’s comment.

Liquidity and Capital Resources, page 118

2.              We note your response to prior comment 9 and your revised disclosure in the Description of Material Indebtedness section; however there is no discussion of the credit facility in Liquidity and Capital Resources. Please provide material terms including amounts available, related interest rates, maturity dates, collateral requirements (if any), and any other material terms of the credit facility in this section.

Company’s Response:

The Information Statement has been revised on page 127 in response to the Staff’s comment.

Summary NOI Table, page 171

3.              We note your response to prior comment 11. To the extent you wish to continue to disclose annualized NOI, please revise your filing to include the required disclosures outlined in item 10(b) of Regulation S-K pertaining to projections and forecasts. Your revised disclosure should also be presented in accordance with the AICPA’s Guide, Prospective Financial Information. We may have further comment.

Company’s Response:

Please see the response of the Company to your letter dated June 8, 2017, below.

Combined Statement of Revenues and Expenses from Real Estate Operations, Page F-33

4.              Please provide financial statements pursuant to Rule 3-05 of Regulation S-X for JBG Operating Partners.

2

Company’s Response:

The Information Statement has been revised on pages F-89 through F-104 in response to the Staff’s comment.

Letter dated June 8, 2017

Summary NOI Table, page 171

1.              We note your response to our prior comment 3 of our letter dated June 1, 2017. We continue to believe this information would be more appropriate in the form of a forecast in accordance with Item 10(b) of Regulation S-K. To the extent you wish to continue to disclose this information, please revise your disclosure accordingly.

Company’s Response:

The Information Statement has been revised on pages 179 – 181 and elsewhere in response to the Staff’s comment.

3

If you have any questions regarding the foregoing, or would like to discuss further any of the matters raised in this response letter, please feel free to contact the undersigned at (212) 558-4940.

Sincerely,

By:

/s/   William G. Farrar

William   G. Farrar

cc:

Joseph   Macnow

Alan   J. Rice

Stephen   W. Theriot

(Vornado   Realty Trust)

W.   Matthew Kelly

Steven   Museles

(The   JBG Companies®)

David   W. Bonser

Abigail   C. Smith

(Hogan   Lovells US LLP)

4

Mail Stop 3233

        June 8 , 2017
Via E -mail
Stephen W. Theriot, Treasurer
JBG SMITH Properties
2345 Crystal Drive
Suite 1100
Arlington, VA 22202

Re: JBG SMITH Properties
Supplemental Response to Form 10 -12B
Filed June 5 , 2017
File No. 001 -37994

Dear Mr. Theriot:

We have reviewed your response and have the following comment . Please respond to this
letter within ten business days by amending your filing, by providing the requested information, or
by advising us when you will provide the requested response. If you do not believe our comment
applies to your facts and circumstances or do not believe an amendm ent is appropriate, please tell us
why in your response.

After reviewing any amendment to your filing and the information you provide in response to
this comment , we may have additional comments.

Summary NOI Table, page 171

1. We note your response to our prior comment 3 of our letter dated June 1, 2017. We
continue to believe this information would be more appropriate in the form of a forecast
in accordance with Item 10(b) of Regulation S -K. To the extent you wish to continue to
disclose this informati on, please revise your disclosure accordingly.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Stephen W. Theriot, Treasurer
JBG SMITH Properties
June 8,  2017
Page 2

 You ma y contact Isaac Esquivel  at (202)551 -3395 or Shannon Sobotka at (202)551 -3856
if you have questions regarding comments on the financial statements and re lated matters.
Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3233 with any other
questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: William G. Farrar, Esq. ( via e -mail)

CORRESP
1
filename1.htm

TELEPHONE: 1-212-558-4000
   FACSIMILE: 1-212-558-3588

WWW.SULLCROM.COM

125 Broad Street
   New York, NY 10004-2498

LOS ANGELES · PALO ALTO · WASHINGTON, D.C.

FRANKFURT · LONDON · PARIS

BEIJING · HONG KONG · TOKYO

MELBOURNE · SYDNEY

Via EDGAR

Mr. Tom Kluck
 Legal Branch Chief
 Division of Corporation Finance
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, DC 20549

June 5, 2017

Re:                             JBG SMITH Properties
 Amendment No. 2 to Registration Statement on Form 10-12B
 Filed May 15, 2017
 File No. 001-37994

Dear Mr. Kluck:

On behalf of our client, JBG SMITH Properties, a real estate investment trust organized in the State of Maryland (the “Company” or “JBG SMITH”), which is currently a wholly owned subsidiary of Vornado Realty Trust (“Vornado”), set forth below is the Company’s response to comment 3 of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) that you provided in your letter, dated June 1, 2017 (the “Comment Letter”), with respect to the filing referenced above. As discussed with the Staff, at this time the Company is submitting only its response to comment 3, and the Company will respond on or about June 9, 2017 to the remaining comments set forth in the Comment Letter by filing its response electronically via the EDGAR system, which response will be accompanied by Amendment No. 3 to the Registration Statement on Form 10-12B (File No. 001-37994).

This letter is being filed electronically via the EDGAR system.

For the Staff’s convenience, the text of the Staff’s comment 3 is set forth below in bold, followed by the Company’s response. Unless otherwise specified, all references to page numbers and captions in the Company’s responses below correspond to the pages of the preliminary information statement filed as Exhibit 99.1 to Amendment No. 2 (“Amendment No. 2”) to the Registration Statement on Form 10-12B (File No. 001-37994) filed on May 15, 2017. Terms not otherwise defined in this letter have the meaning set forth in Amendment No. 2.

Summary NOI Table, page 171

3.              We note your response to prior comment 11. To the extent you wish to continue to disclose annualized NOI, please revise your filing to include the required disclosures outlined in item 10(b) of Regulation S-K pertaining to projections and forecasts. Your revised disclosure should also be presented in accordance with the AICPA’s Guide, Prospective Financial Information. We may have further comment.

Company’s Response:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that it does not believe that the presentation of annualized NOI constitutes a projection or forecast of its financial performance within the meaning of Item 10(b) of Regulation S-K. In particular, the Company notes that annualized NOI is simply the Company’s NOI from the first quarter of 2017 multiplied by four, and does not include assumptions for the next nine months regarding rental income, tenant expense recoveries, other operating revenue and operating expenses associated with our properties, all of which would be required to derive a financial projection. The Company has therefore concluded that annualized NOI is not a projection but rather a metric calculated based on current period results. Nonetheless, the Company will revise footnote 2 in each of the Summary NOI Tables to read as follows with respect to Annualized NOI:

Represents NOI multiplied by four. Annualized NOI is not a projection or forecast of JBG SMITH’s future performance. Management believes Annualized NOI provides useful information in understanding JBG SMITH’s financial performance over a period of 12 months. There can be no assurance that the Annualized NOI shown will reflect, and investors should not rely on Annualized NOI as a projection or forecast of, JBG SMITH’s actual results of operations over any 12-month period.

2

If you have any questions regarding the foregoing, or would like to discuss further any of the matters raised in this response letter, please feel free to contact the undersigned at (212) 558-4940.

Sincerely,

By:

/s/   William G. Farrar

William   G. Farrar

cc:                                Joseph Macnow
 Alan J. Rice
 Stephen W. Theriot
 (Vornado Realty Trust)

W. Matthew Kelly
 Steven Museles
 (The JBG Companies®)

David W. Bonser
 Abigail C. Smith
 (Hogan Lovells US LLP)

3

Mail Stop 3233

        June 1,  2017
Via E -mail
Stephen W. Theriot
Chief Financial Officer
JBG SMITH Properties
2345 Crystal Drive , Suite 1100
Arlington, VA 22202

Re: JBG SMITH Properties
Amendment No. 2 to Form 10-12B
Filed May 15 , 2017
File No. 001 -37994

Dear Mr. Theriot:

We have reviewed your filing and have the following comments. In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by providing
the requested information, or by advising us when you will provide the requested response. If you do
not believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in response to
these comments, we may have additional comments.

Unaudited Pro Forma Combined Financial Statements, page 95

1. We note you r response to prior comment 13 of our  letter dated May 5, 2 017. Please
revise your filing to disclose the historical results of JBG Operating Partners separately
from the related pro forma adjustments.

Liquidity and Capital Resources, page 118

2. We note your response to prior comment  9 and your revised disclosure in the Description
of Material Indebtedness section; however there is no discussion of the credit facility in
Liquidity and Capital Resources.   Please provide material terms including amounts
available, related interest rates , maturity dates, collateral requirements (if any), and any
other material terms of the credit facility in this section.

Stephen W. Theriot
JBG SMITH Properties
June 1, 2017
Page 2

 Summary NOI Table, page 171

3. We note your response to prior comment 11. To the extent you wish to continue to
disclose annualized NOI, please revise your filing to include the required disclosures
outlined in item 10(b) of Regulation S -K pertaining to projections and forecasts. Your
revised disclosure should also be presented in accordance with the AICPA’s Guide,
Prospective Financial Information. We may have further comment.

Combined Statement of Revenues and Expenses from Real Estate Operations, Page F -33

4. Please provide financial statements pursuant to Rule 3 -05 of Regulation S -X for JBG
Operating Partners.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Isaac Esquivel  at (202)551 -3395 or Shannon Sobotka at (202)551 -3856
if you have questions regarding comments on the financial statements and re lated matters.
Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3233 with any other
questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: William G. Farrar, Esq. ( via e -mail)

CORRESP
1
filename1.htm

TELEPHONE: 1-212-558-4000
   FACSIMILE: 1-212-558-3588
    WWW.SULLCROM.COM

125 Broad Street
   New York, NY 10004-2498

    LOS ANGELES · PALO ALTO · WASHINGTON, D.C.
   FRANKFURT · LONDON · PARIS
   BEIJING · HONG KONG · TOKYO
   MELBOURNE · SYDNEY

Via EDGAR

Mr. Tom Kluck
 Legal Branch Chief
 Division of Corporation Finance
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, DC 20549

May 15, 2017

Re:                             JBG SMITH Properties
 Amendment No. 1 to Registration Statement on Form 10-12B
 Filed April 3, 2017
 File No. 001-37994

Dear Mr. Kluck:

On behalf of our client, JBG SMITH Properties, a real estate investment trust organized in the State of Maryland (the “Company” or “JBG SMITH”), which is currently a wholly owned subsidiary of Vornado Realty Trust (“Vornado”), set forth below are the Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) that you provided in your letter, dated May 1, 2017, with respect to the filing referenced above.

This letter and Amendment No. 2 (“Amendment No. 2”) to the Registration Statement on Form 10 (File No. 001-37994) (the “Registration Statement” or the “Form 10”) are being filed electronically via the EDGAR system.

For the Staff’s convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s response. Unless otherwise specified, all references to page numbers and captions in the Company’s responses below correspond to the pages of the preliminary information statement filed as Exhibit 99.1 (the “Information Statement”) to the marked version of Amendment No. 2. Terms not otherwise defined in this letter have the meaning set forth in Amendment No. 2.

General

1.              We note your response to comment 2 of our letter dated February 24, 2017 and we continue to evaluate your response.

Company’s Response:

The Company acknowledges that the Staff is continuing to evaluate the Company’s response and awaits the Staff’s determination.

2.              We note your response to comment 6 of our letter dated February 24, 2017. We will continue to monitor for your response to this comment.

Company’s Response:

The Company advises the Staff that the organizational chart showing the Company’s ownership structure following the spin-off and business combination on page 34 has been revised to provide all post-combination ownership percentages.

Information Statement Summary, page 1

Our Management Team and Platform, page 5

3.              We note your disclosure on page 6 that, “As of September 30, 2016, the JBG Funds’ investments … are projected to generate realized and unrealized …” Please clarify this statement and update the disclosure.

Company’s Response:

The Information Statement has been revised on pages 6 and 129 in response to the Staff’s comment.

The Combination, page 26

4.              We note your response to comment 3 of our letter dated February 24, 2017. Please provide us with a detailed analysis as to how the securities to be issued in the combination will meet the requirements of Regulation D.

Company’s Response:

The Company advises the Staff that it believes that the securities to be issued to the JBG investors in the combination will meet the requirements of Regulation D of the Securities Act, as amended.  As discussed in Amendment No. 2, upon completion of the combination, the applicable JBG entities or certain direct and indirect owners of such JBG entities will receive a number of securities equal to approximately 27% of the Company on a fully diluted basis in a private placement satisfying the requirements of

2

Regulation D.  Set forth below is our analysis of how such issuance is exempt from registration under Regulation D.

In connection with the offering of securities to the JBG investors, the Company determined, as described below, that each expected recipient of such interest is an investor that either qualifies as an “accredited investor” within the meaning of Rule 501(a) of Regulation D or has such knowledge and experience in financial and business matters that such investor is capable of evaluating the merits and risks of an investment and that fewer than 35 of these recipients are not accredited investors, thus permitting us to rely upon Rule 506(b), assuming the other requirements of that rule are met.  The Company required each recipient of such securities to provide written representations to it to enable it to confirm that the conditions to relying on Rule 506(b) are satisfied, such as representations as to such recipient’s income, net worth, sophistication and investment intent.

All recipients of such securities will  receive disclosure satisfying the information requirements of Rule 502(b)(2) of Regulation D, including all of the information included in the Company’s Form 10.  All recipients of such securities will be provided the opportunity to ask questions and receive answers concerning the terms of the issuance and the securities.  The Company plans to file a Form D timely upon completion of the issuance of securities in the transaction.  Finally, (i) the Company did not engage in any general solicitation or general advertising with respect to the issuance of the securities, as all such recipients are existing investors in various JBG entities, and (ii) the investors acknowledged that the securities they will receive in the transaction are “restricted securities” that have not been registered under the Securities Act and that any certificates representing such securities will bear legends reflecting such status.

Accordingly, we respectfully believe the exemption provided by Rule 506(b) is available, and the issuance of securities to such investors in JBG entities will not require registration under the Securities Act.

Unaudited Pro Forma Combined Financial Statements, page 94

5.              In your next amendment please provide completed pro forma financial statements with amounts of the adjustments.

Company’s Response:

The Information Statement has been revised on pages 97 and 98 in response to the Staff’s comment. The Company advises the Staff that it is unable to calculate certain adjustments to the pro forma financial statements at this time. The Company expects to provide completed pro forma financial statements, including the amounts of all adjustments, in its next amendment to the Form 10.

6.              We note from your disclosure that Vornado Included Assets is determined to be the accounting acquirer based on guidance in ASC 805, Business Combinations. Please explain to us in greater detail how you identified Vornado Included Assets as the

3

accounting acquirer, specifically addressing how you considered each of the criteria outlined within ASC 805-10-55-10 to 15.

Company’s Response:

The analysis supporting the conclusion that Vornado Included Assets is the accounting acquirer is as follows:

Vornado is entering into a transaction with JBG (defined below), pursuant to a master transaction agreement (the “Transaction Agreement”), to form the Company, a new, publicly traded real estate investment trust (the “Transaction”). Vornado has agreed to combine substantially all of its Washington, DC real estate assets and its related management business (the “Vornado Included Assets”) with certain real estate assets and the management business (the “JBG Included Assets”) contributed by JBG Properties, Inc. (“JBG Properties”), JBG/Operating Partners, L.P. (“JBG Operating Partners”), their subsidiaries and certain affiliates (collectively “JBG”).

In connection with the Transaction, Vornado will spin off the Vornado Included Assets by (i) contributing the Vornado Included Assets to the operating partnership, which is a controlled subsidiary of the Company (“JBG SMITH LP”) in exchange for common limited partnership units of JBG SMITH LP and (ii) distributing the Company’s common shares to Vornado common shareholders (together with the holders of common limited partnership units of Vornado Realty L.P., the “Vornado Equity Holders”) on a pro rata basis. Immediately thereafter, the Company will acquire the JBG Included Assets. In a business combination effected primarily by exchanging equity interests, the acquirer usually is the entity that issues its equity interests (i.e., the Company).

Neither the Company nor JBG SMITH LP has significant pre-combination activities. As a result, consistent with Accounting Standards Codification (“ASC”) 805-10-55-15 neither the Company nor JBG SMITH LP can be considered the accounting acquirer. When a newly formed entity is used to effect a business combination and is not the accounting acquirer, one of the combining entities that existed before the business combination must be identified as the accounting acquirer. Therefore, we considered each of the following entities in our discussion below to determine which may be a candidate to be the accounting acquirer:

·                  Vornado Included Assets, which consists of property and management assets with a gross asset value of $6.0 billion;

·                  JBG Management Companies, specifically JBG Operating Partners, with a gross asset value of $335 million; and

·                  The JBG Contributed Properties, with a gross asset value of $2.1 billion contributed by various entities including JBG Properties, the JBG Partners and other third-party investors. JBG Operating Partners and the JBG Contributed Properties are not entities under common control, or subsidiaries of a common parent; rather, they are under common management, and we consider the JBG Contributed Properties to be “‘related’ properties” as expressed in Note 2 of section

4

2310.1 of the Division of Corporation Finance Financial Reporting Manual because the acquisition of these properties is conditional upon a single common event. Therefore, while the JBG Contributed Properties are not considered a candidate for accounting acquirer, we considered relevant information regarding the acquisition of JBG Contributed Properties in our analysis.

In accordance with ASC 805-10-55-12, other facts and circumstances should be considered in identifying the acquirer in a business combination, as discussed below.

Relative Voting Rights in the Combined Entity. In a business combination the acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity. Upon consummation of the Transaction, holders of Vornado common shares are expected to own 85% of the voting rights in the Company. We believe this is a strong indicator that Vornado Included Assets is the accounting acquirer, absent other factors that prevent the Vornado Equity Holders from exercising the ability to control the Company. The ownership percentage may change as a result of JBG investors electing to receive shares, in lieu of JBG SMITH LP common limited partnership units, in exchange for the JBG Contributed Properties; however, in all cases the ownership percentage of the Company held by Vornado Equity Holders will significantly outweigh that of JBG (on a fully diluted basis, Vornado Equity Holders are expected to own approximately 73% of the Company). The Company common shares carry normal voting provisions that allow the shareholders to elect the board of trustees (the “Board”) and vote on other matters that require shareholder approval. There are no limitations or restrictions on the ability of investors to vote their shares. Therefore, this consideration is strongly supportive of the determination of Vornado Included Assets as the accounting acquirer.

Minority Voting Interests in the Combined Entity. The acquirer usually is the combining entity whose single owner (or organized group of owners) holds the largest minority voting interest in the combined entity, if no other owner (or organized group of owners) has a significant voting interest. Upon distribution of the Company’s common shares to the Vornado Equity Holders and the completion of the Transaction, executive officers of Vornado will hold an approximate 8.7% voting interest in the Company. The JBG Partners will hold 6% of the Company voting interest based on their ownership interest in the JBG Contributed Properties. The minority interest held by JBG Partners is held by multiple individuals who are not under common control and do not have an arrangement in place that contractually requires them to vote in concert. Similarly, the Vornado executive officers are not under common control and do not have an arrangement to vote in concert. Therefore, although the JBG Partners and the Vornado executives will both hold minority voting interests in the combined entity, the minority interests do not have the direct ability to control the Company. Accordingly, this consideration is neutral and not supportive of either Vornado Included Assets or JBG Operating Partners as being the accounting acquirer.

5

Composition of the Governing Body of the Combined Entity. The acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity. Vornado and JBG each have the right to designate 50% of the initial Board of the Company. All of the non-independent trustees, with the exception of the Chairman and the CEO, will stand for re-election within the first two years following the Transaction. No factors are present that indicate that the Vornado Equity Holders will not be able to exercise their approximate 85% voting rights to influence the future composition of the Board of the Company. While the initial Board of the Company is split between Vornado and JBG designees, we believe the fact that the Vornado Equity Holders have the ability to change the composition of the Board in a relatively short period of time after the Transaction, and the fact that the Vornado CEO is the Chairman of the Board of the Company and has the ability to set the Board agenda, is supportive of the determination that Vornado Included Assets is the accounting acquirer.

Senior Management Team of the Combined Entity. The acquirer usually is the combining entity whose former management dominates the management of the combined entity. Upon the closing of the Transaction, JBG management will hold a larger number of the executive management positions of the Company; however, they do not dominate because the Chief Financial Officer and Chief Administrative Officer are from Vornado. While JBG does not dominate management, this indicator may be supportive of JBG Operating Partners being the accounting acquirer; however, the Company believes this indicator has less weight given the composition of the Board and considering that the Vornado Equity Holders have greater voting rights and the ability to change the composition of the Board within a relatively short time period.

Terms of the Exchange of Equity Interests. The acquirer usually is the combining entity that pays a premium over the pre-combination fair value of the equity interests of the other combining entity or entities. In the contemplated Transaction, management believes the transaction price represents the fair value of the contributed/acquired assets and business platforms, which were valued using a common valuation methodology, and no premium was attributed to the contributions of either party. Therefore, this consideration does not impact the determination of the accounting acquirer.

The Company also considered other factors in ASC 805-10-55-13 through ASC 805-10-55-15:

Relative Size. The acquirer usually is the combining entity whose relative size is significantly larger than that of the other combining entity or entities. The stipulated gross asset value in the Transaction of the Vorn

CORRESP
1
filename1.htm

TELEPHONE:   1-212-558-4000
   FACSIMILE: 1-212-558-3588

WWW.SULLCROM.COM

125   Broad Street

New   York, NY 10004-2498

LOS ANGELES ·   PALO ALTO · WASHINGTON, D.C.

FRANKFURT ·   LONDON · PARIS

BEIJING ·   HONG KONG · TOKYO

MELBOURNE ·   SYDNEY

Via EDGAR

Mr. Tom Kluck
 Legal Branch Chief
 Division of Corporation Finance
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, DC 20549

May 5, 2017

Re:                             JBG SMITH Properties
 Amendment No. 1 to Registration Statement on Form 10-12B
 Filed April 3, 2017
 File No. 001-37994

Dear Mr. Kluck:

On behalf of our client, JBG SMITH Properties, a real estate investment trust organized in the State of Maryland (the “Company” or “JBG SMITH”), which is currently a wholly owned subsidiary of Vornado Realty Trust (“Vornado”), set forth below is the Company’s response to comment 13 of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) that you provided in your letter, dated May 1, 2017 (the “Comment Letter”), with respect to the filing referenced above. As discussed with the Staff, at this time the Company is submitting only its response to comment 13, and the Company will respond in due course to the remaining comments set forth in the Comment Letter by filing its response electronically via the EDGAR system, which response will be accompanied by Amendment No. 2 to the Registration Statement on Form 10-12B (File No. 001-37994).

This letter is being filed electronically via the EDGAR system.

For the Staff’s convenience, the text of the Staff’s comment 13 is set forth below in bold, followed by the Company’s response. Unless otherwise specified, all references to page numbers and captions in the Company’s responses below correspond to the pages of the preliminary information statement filed as Exhibit 99.1 to Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form 10-12B (File No. 001-37994) filed on April 3, 2017. Terms not otherwise defined in this letter have the meaning set forth in Amendment No. 1.

Combined Statement of Revenues and Expenses from Real Estate Operations, page F-33

13.       Notwithstanding the above, we note that JBG Smith Operating Partners’ pre-tax income from continuing operations for the period ending December 31, 2016 of $754,358 used in the income test does not agree to the loss from operations before income taxes of $15,670,000, as presented in the pro forma combined statement of operations for the year ended December 31, 2016. Please reconcile the two amounts and reperform the income test if necessary.

Company’s Response:

In response to the Staff’s comment, the Company confirms that JBG Operating Partners’ pre-tax income from continuing operations for the year ended December 31, 2016 is $754,358 and that it is properly reflected in the income test.  A reconciliation of JBG Operating Partners’ historical pre-tax income from continuing operations of $754,358 to JBG Operating Partners’ pro forma pre-tax loss from continuing operations of ($15,670,000) is provided below.

JBG Operating Partners’ pre-tax income (loss) from   continuing operations for the year ended December 31, 2016

$

754

Pro forma   adjustments:

Elimination of   development, management and other service revenue associated with the   acquisition of consolidated assets by JBG SMITH

(23,158

)

Termination of   JBG Operating Partners’ profit-sharing arrangement upon JBG SMITH acquisition

24,471

Adjustment to   deprecation and amortization expense based on the estimated fair value of JBG   Operating Partners’ real estate and intangible assets described in Note C   assuming acquisition occurred as of January 1, 2016. Estimated useful   lives are provided in Note C.

(13,888

)

Elimination of   gain on JBG Operating Partners’ acquisition of the remaining 66.7% interest   in JBG/Rosenfeld Retail Properties, LLC

(3,411

)

Elimination of   income attributable to investment excluded from JBG SMITH Acquisition

(539

)

Adjustment to   interest expense for repayment of JBG Operating Partners’ line of credit

302

Elimination of   internal payroll costs incurred for services provided for JBG SMITH   acquisition

298

Adjustment for   straight-lining of rent expense assuming acquisition occurred as of   January 1, 2016

(499

)

Pro Forma JBG   Operating Partners’ pre-tax income (loss) from continuing operations for the year   ended December 31, 2016

$

(15,670

)

2

If you have any questions regarding the foregoing, or would like to discuss further any of the matters raised in this response letter, please feel free to contact the undersigned at (212) 558-4940.

Sincerely,

By:

/s/   William G. Farrar

William   G. Farrar

cc:

Joseph   Macnow

Alan   J. Rice

Stephen   W. Theriot

(Vornado   Realty Trust)

W.   Matthew Kelly

Steven   Museles

(The   JBG Companies®)

David   W. Bonser

Abigail   C. Smith

(Hogan   Lovells US LLP)

3

Mail Stop 3233

        May 1 , 2017
Via E -mail
Stephen W. Theriot, Treasurer
JBG SMITH Properties
2345 Crystal Drive
Suite 1100
Arlington, VA 22202

Re: JBG SMITH Properties
Amendment No. 1 to Form 10-12B
Filed April 3 , 2017
File No. 001 -37994

Dear Mr. Theriot:

We have reviewed your filing and have the following comments. In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amendin g your filing, by providing
the requested information, or by advising us when you will provide the requested response. If you do
not believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us wh y in your response.

After reviewing any amendment to your filing and the information you provide in response to
these comments, we may have additional comments.

General

1. We note your response to comment 2 of our lett er dated February 24, 2017 and we
continue to evaluat e your respons e.

2. We note your response to comment 6 of our letter dated February 24, 2017.  We will
continue to monitor for your response to this comment.

Stephen W. Theriot, Treasurer
JBG SMITH Properties
May 1, 2017
Page 2

 Information Statement Summary, page 1

Our Management Team and Platform, page 5

3. We note your disclosure on page 6 that, “As of September 30, 2016, the JBG Fund s’
investments … are projected to generate realized and unrealize d …” Please clarify this
statement and update the disclosure.

The Combination, page 26

4. We note your response to comment 3 of our letter dated February 24, 2017.  Please
provide us with a detailed analysis as to how the securities to be issued in the
combination will meet the requirements of Regulation D.

Unaudited Pro Forma Combined Financial Statements, page 94

5. In your next amendment please provide completed pro forma financial statements with
amounts of the adjustments.

6. We note from your disclosure that Vornado Included Assets is determined to be the
accounting acquirer based on guidance in ASC 805, Business Combinations.   Please
explain to us in greater detail how you identified Vornado Included Assets as the
accounting acquirer, specifically addressing how you considered each of the criteria
outlined within ASC 805 -10-55-10 to 15.

Pro Forma Combined Balance Sheet, page 96

7. Please revise your pro forma balance sheet to present the a cquisition of JBG Operating
Partners in a separate column similar to the presentation of your pro forma combined
statement of operations.

1.  Adjustments to Unaudited Pro Forma Combined Balance Sheet, page 102

8. We note that you have greater than 50% ownership interest in certain joint ventures as of
September 30, 2016.   Please provide us with your analysis of how you determined not to
consolidate each of these joint ventures.   Please cite the applicable guidance in your
response.

Liquidity and Capital Resources, page 116

9. We note you expect to enter into a credit facility.   To the extent that any relevant terms of
the revolving credit facility are known although not finalized, please provide such
material terms including amounts available, related interest rates, maturity dates,
collateral requirements (if any), and any other material terms.

Stephen W. Theriot, Treasurer
JBG SMITH Properties
May 1, 2017
Page 3

Business and Properties, page 122

10. We note your response to comment 4 of our letter dated February 24, 2017.  We were not
able to locate the revisions describing how you determine gross asset value.  Please
advise or revise your disclosure as appropriate.

Summar y NOI Table, page 169

11. Please explain to us how you concluded that it would be appropriate to present
annualized results, and explain to us how you determined annualized results provide
meaningful information to investors.

Combined Statement of Revenues and Expenses from Real Estate Operations, Page F -33

12. We note your response to our prior comment 14. We continue to evaluate your response.

13. Notwithstanding the above, we note that JBG Smith Operat ing Partners’ pre -tax income
from continuing operations for the period ending December 31, 2016 of $754,358 used in
the income test does not agree to the loss from operations before income taxes of
$15,670,000, as presented in the pro forma combined statem ent of operations for the year
ended December 31, 2016. Please reconcile the two amounts and reperform the income
test if necessary.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their discl osures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Isaac Esquivel  at (202)551 -3395 or Shannon Sobotka at (202)551 -3856
if you have questions regarding comments on the financial statements and re lated matters.
Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3233 with any other
questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: William G. Farrar, Esq. ( via e -mail)

CORRESP
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filename1.htm

Sullivan & Cromwell LLP

125 Broad Street

NewYork, NY 10004-2498

Via EDGAR

Mr. Tom Kluck
 Legal Branch Chief
 Division of Corporation Finance
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, DC 20549

April 3, 2017

Re:          JBG SMITH Properties
 Registration Statement on Form 10
 Filed January 24, 2017
 File No. 001-37994

Dear Mr. Kluck:

On behalf of our client, JBG SMITH Properties, a real estate investment trust organized in the State of Maryland (the “Company” or “JBG SMITH”), which is currently a wholly owned subsidiary of Vornado Realty Trust (“Vornado”), set forth below are the Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) that you provided in your letter, dated February 24, 2017, with respect to the filing referenced above.

This letter and Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form 10 (File No. 001-37994) (the “Registration Statement” or the “Form 10”) are being filed electronically via the EDGAR system.

For the Staff’s convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s response. Unless otherwise specified, all references to page numbers and captions in the Company’s responses below correspond to the pages of the preliminary information statement filed as Exhibit 99.1 (the “Information Statement”) to the marked version of Amendment No. 1. Terms not otherwise defined in this letter have the meaning set forth in Amendment No. 1.

General

1.     We note your presentation of JBG SMITH Share of financial information and operating metrics throughout the filing and that JBG SMITH Share refers to your ownership percentage of consolidated and unconsolidated assets. Please revise your disclosure to address the following:

a.     Provide clear disclosure of your relationship to the consolidated and unconsolidated investees and explain how the pro-rata information was derived;

b.     Explicitly disclose that the company does not control the unconsolidated investees and does not have legal claim to the unconsolidated investees’ assets, liabilities, revenue and expenses; and

c.     Clearly explain any limitations of the proportional data, including discussion of the economics of the unconsolidated investee and any differences that could exist between your stated ownership percentage and your interest in the underlying economics of the investee.

d.     As it relates to your operating metrics, provide separate metrics for both consolidated and unconsolidated investees.

Company’s Response:

In response to the Staff’s comment, JBG SMITH has revised the Information Statement to enhance disclosure surrounding the presentation of JBG SMITH Share financial information and operating metrics. For example, on page ii, the Company has included the following lead-in to “Presentation of Information”, as well as explanatory notes in the Information Statement where JBG SMITH presents non-GAAP financial measures at JBG SMITH Share.

We present certain financial information and metrics in this information statement “at JBG SMITH Share,” which refers to our ownership percentage of consolidated and unconsolidated assets in joint ventures (collectively, “partially owned entities”) as applied to these financial measures and metrics. Financial information “at JBG SMITH Share” is calculated on an entity-by-entity basis by applying our percentage economic interest to each applicable line item of that entity’s financial information. “At JBG SMITH Share” information, which we also refer to as being “at share,” “our pro rata share” or “our share,” is not, and is not intended to be, a presentation in accordance with Generally Accepted Accounting Principles (“GAAP”). Given that greater than 30% of our assets, as measured by total square feet, are held through joint ventures, we believe this form of presentation, which presents our economic interests in the partially owned entity, provides investors important information regarding a significant component of our portfolio, its composition, performance and capitalization.

We do not control the unconsolidated joint ventures and do not have a legal claim to our co-venturers’ share of assets, liabilities, revenue and expenses. The operating agreements of the unconsolidated joint ventures generally allow each co-venturer to receive cash distributions to the extent there is available cash from operations. The amount of cash each investor receives is based upon specific provisions of each operating agreement and varies depending on certain factors including the amount of capital contributed by each investor and whether any investors are entitled to preferential distributions.

2

As described in the Risk Factor section, beginning on page 60, with respect to any such third-party arrangement, we would not be in a position to exercise sole decision making authority regarding the property, joint venture or other entity, and may, under certain circumstances, be exposed to economic risks not present were a third party not involved.  See “Risk Factors—Risks Related to our Business and Operations—Partnership or joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on partners’ or co-venturers’ financial condition and disputes between us and our partners or co-venturers.” We and our respective co-venturers may each have the right to trigger a buy-sell or forced sale arrangement, which could cause us to sell our interest, or acquire our co-venturers’ interests, or to sell the underlying asset, either at unfavorable terms or at a time when we otherwise would not have initiated such a transaction. Our joint ventures may be subject to debt, and the refinancing of such debt may require equity capital calls. To the extent our co-venturers do not meet their obligations to us or our joint ventures or they take action inconsistent with the interests of the joint venture, we may be adversely affected. Because of these limitations, the non-GAAP “at JBG SMITH Share” financial information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP. For more information on our joint venture arrangements, see “Our Joint Venture Arrangements”, beginning on page 177.

In addition, in response to the Staff’s comment to provide separate operating metrics for consolidated and unconsolidated investees, we have revised the NOI table on page 169 as follows:

Summary NOI Table

For the three Months Ended December 31, 2016

(Amounts in thousands, except number of operating assets)

At JBG SMITH Share

Consolidated

Unconsolidated

Office

Multifamily

Other

Total

Number of   operating assets

51

22

53

16

4

73

Property rentals

$

121,566

$

14,500

$

108,610

$

25,358

$

2,096

$

136,066

Tenant expense   reimbursement

11,022

2,132

11,727

1,275

152

13,154

Other revenue

1,460

114

938

632

4

1,574

Total Revenue

$

134,048

$

16,746

$

121,275

$

27,265

$

2,254

$

150,794

Total Expenses

(50,813

)

(7,906

)

(47,631

)

(10,587

)

(561

)

(58,779

)

Property   Operating Income

$

83,235

$

8,780

$

73,644

$

16,678

$

1,693

$

92,015

Adjustments to   arrive at NOI

Straight-line   rent adjustment

$

(5,774

)

$

(1,963

)

$

(6,888

)

$

(466

)

$

(383

)

$

(7,737

)

Related party   adjustment(1)

3,277

425

3,367

311

24

3,702

Ground rent   expense

(1,164

)

(138

)

(752

)

(137

)

(413

)

(1,302

)

Total   adjustments to arrive at NOI

$

(3,661

)

$

(1,676

)

$

(4,273

)

$

(292

)

$

(772

)

$

(5,337

)

NOI

$

79,574

$

7,104

$

69,371

$

16,386

$

921

$

86,678

Annualized   NOI(2)

$

318,296

$

28,416

$

277,484

$

65,544

$

3,684

$

346,712

Additional   Information

Free rent (at   100 percent share)

$

11,986

$

5,898

$

16,240

$

1,687

$

(43

)

$

17,884

JBG SMITH share   of free rent(3)

11,951

1,998

12,777

1,164

8

13,949

Annualized JBG   SMITH share of free rent(2)(3)

47,804

7,992

51,108

4,656

32

55,796

Percent   occupied(4)

87.0

%

78.1

%

84.8

%

89.5

%

98.9

%

86.1

%

Annualized base   rent of signed leases, not commenced (at 100 percent share)(5)

$

7,259

$

5,254

$

11,928

$

438

$

147

$

12,513

JBG SMITH share   of annualized base rent of signed leases, not commenced(3)(5)

7,179

2,183

9,023

324

15

9,362

(1)           To eliminate management fees included in Property Operating Income.

(2)           Represents asset-level financial metrics multiplied by four.

(3)           Represents JBG SMITH’s pro rata share of asset level financial metrics based on JBG SMITH’s ownership percentage as of December 31, 2016.

(4)           Weighted by our share of rentable square feet.

(5)           Represents monthly base rent before free rent and straight line rent adjustments, plus estimated tenant reimbursements for the month in which the lease commences, multiplied by twelve. Triple net leases are converted to a gross basis by adding estimated tenant reimbursements to monthly base rent.

3

2.     We note that the separation/spin-off is not being registered under the Securities Act. We also note that JBG SMITH was formed on October 27, 2016 and that on the business day following the separation, a combination will occur in which JBG will contribute certain of its assets to JBG SMITH including its management business. Please tell us how the transaction meets each condition of Staff Legal Bulletin No. 4 and explain whether the separation and combination should be viewed as a single transaction for purposes of SLB No. 4.

Company’s Response:

The Separation Meets Each Condition of Staff Legal Bulletin No. 4; the Separation Does Not Constitute a “Sale” of Company Securities for Purposes of the Securities Act

Section 2(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”), defines the term “sale” or “sell” to include “every contract of sale or disposition of a security or interest in a security, for value.” Similarly, Securities Act Section 2(a)(3) defines the terms “offer to sell”, “offer for sale” and “offer” to include “every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value.” Broadly speaking, Section 5 of the Securities Act prohibits offers or sales of securities unless either (i) the securities are registered under the Securities Act or (ii) an exemption from registration is available. As a corollary to this proposition, transactions that do not constitute “sales” do not require registration or an exemption to comply with Section 5 of the Securities Act. This corollary is evidenced by Staff Legal Bulletin No. 4 (“SLB 4”), which states that “[a] subsidiary must register a spin-off of shares if the spin-off is a ‘sale’ of securities by the parent.”

The Commission has long taken the position that a dividend or distribution of securities, such as the separation, generally does not constitute an “offer” or “sale” within the meaning of Section 2(a)(3) of the Securities Act because such distribution does not constitute a disposition “for value” within the meaning of that section.(1) The Staff outlined its similar views of the application of Section 5 of the Securities Act to spin-off transactions in SLB 4. These positions are premised on the view that a dividend or distribution of securities is not a disposition “for value” within the meaning of that section, and, as such, is, therefore, outside the scope of the registration requirements of Section 5 of the Securities Act. The rationale for this position is that the recipient of securities in such a distribution neither gives value for, nor makes an independent investment decision about, such securities and, therefore, does not need the protection afforded by the Securities Act.

SLB 4 states the Staff’s position that a subsidiary does not need to register a spin-off under the Securities Act, if five conditions are satisfied. JBG SMITH has concluded that the separation, if effectuated as described in the Information Statement, will meet the requirements of SLB 4. An analysis of why the separation comports with these conditions and does not constitute a sale is set forth below:

1.  The Parent Shareholders Do Not Provide Consideration for the Spun-Off Shares

Vornado common shareholders will not provide consideration for the JBG SMITH common shares distributed to them, as disclosed on page 42 of the Information Statement in the response to the question “What do shareholders need to do to participate in the distribution?”:

“You do not need to pay any consideration, exchange or surrender your existing Vornado common shares or take any other action to receive your JBG SMITH common shares.”

(1)           See  Securities Act Release No. 33-929 (July 29, 1936). See also Compliance and Disclosure Interpretations, Securities Act Sections, Question 103.01 (Nov. 26, 2008).

4

Moreover, Vornado common shareholders will receive JBG SMITH common shares solely by virtue of their ownership of Vornado common shares on the record date and will not be required to take any action to receive JBG SMITH common shares.  In addition, consummation of the combination does not require any action whatsoever to be taken on the part of Vornado common shareholders.

One of the basic policy objectives of the Securities Act is to ensure that investors receive financial and other significant information concerning securities being offered for public sale.(2) The separation of JBG SMITH does not conflict with this policy objective because Vornado’s common shareholders will receive the JBG SMITH common shares as a distribution without paying any consideration to JBG SMITH or to Vornado. The only investment decision to be made by these shareholders, as a result of the separation, will be to choose, after the completion of the separation, whether they wish to continue to hold shares of Vornado and/or JBG SMITH. JBG SMITH believes that Vornado’s shareholders will have adequate information to make any such decision. Investment decisions of Vornado common shareholders who become JBG SMITH common shareholders by virtue of the separation will have the benefit of the information under the JBG SMITH Registration Statement. As such, no “offer” is being made to Vornado common shareholders, and no existing Vornado common shareholder will be required to make any investment decision in connection with the separation or combination that can be classified as a “sale” for purposes of the Securities Act. Accordingly, JBG SMITH believes that the common shareholders of Vornado are not providing consideration for the JBG SMITH shares in the separation.

2.  The Spin-Off is Pro-Rata to the Parent Shareholders

Vornado will distribute all the issued and outstanding common shares of JBG SMITH at the time of the separation to its common shareholders, subject to the treatment of fractional shares described below. This distribution will be made as a pro rata dividend in which Vornado common shareholders will receive only full JBG Smith common shares in the distribution. As is typical in spin-off transactions, all fractional shares that would otherwise have been distributed will be aggregated and sold by JBG SMITH’s transfer agent, and the transfer agent will distribute a pro rata portion of the net sales proceeds to each Vornado common shareholder who would otherwise have been entitled to receive a fractional JBG SMITH common share. Accordingly, immediately following the distribution, other than due to the treatment of fractional shares, each Vornado common shareholder will hold the same relative interest in Vornado and JBG SMITH.

(2)           See William Hicks, Protection of Individual Investors Under U.S. Securities Law: Th

Mail Stop 3233

        February 2 4, 2017
Via E -mail
Stephen W. Theriot, Treasurer
JBG SMITH Properties
2345 Crystal Drive
Suite 1100
Arlington, VA 22202

Re: JBG SMITH Properties
Form 10-12B
Filed January 24, 2017
File No. 001 -37994

Dear Mr. Theriot:

We have reviewed your filing and have the following comments. In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days b y amending your filing, by providing
the requested information, or by advising us when you will provide the requested response. If you do
not believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please t ell us why in your response.

After reviewing any amendment to your filing and the information you provide in response to
these comments, we may have additional comments.

General

1. We note that your presentation of JBG Smith Sha re of financial information and
operating metrics throughout the filing and that JBG Smith Share refers to your
ownership percentage of consolidated and unconsolidated assets. Please revise your
disclosure to address the following:
a. Provide clear disclosure  of your relationship to the consolidated and
unconsolidated investees and explain how the pro -rata information was derived;
b. Explicitly disclose that the company does not control the unconsolidated investees
and does not have legal claim to the unconsolida ted investees assets, liabilities,
revenue and expenses; and
c. Clearly explain any limitations of the proportional data, including discussion of
the economics of the unconsolidated investee and any differences that could exist

Stephen W. Theriot, Treasurer
JBG SMITH Properties
February 2 4, 2017
Page 2

 between your stated ownership p ercentage and your interest in the underlying
economics of the investee.
d. As it relates to your operating metrics, provide separate metrics for both
consolidated and unconsolidated investees .

2. We note that the separation /spin-off is not being registered under the Securities Act. We
also note that JBG SMITH was formed on October 27, 2016 and that on the business day
following the separation, a combination will occur in which JBG will contribute certain
of its assets to JBG SMITH including its management business. Please tell us how the
transaction meets each condition of Staff Legal Bulletin No. 4 and explain whether the
separation and combina tion should be viewed as a single transaction for purposes of SLB
No. 4.

3. Please revise to clearly disclose  whether the 26% of shares to be held by JBG investors
and management will be the shares issued in the private placement  as part of the
combination between JBG and JBG Smith .

Proven Platform for Value Creation … page 15

4. We note your disclosure regarding gross asset value. Please note that this type of
performance information should be disclo sed elsewhere in the document rather than in
the summary . Also  include an explanation on how gross asset value was determined and
any adverse business developments experienced by the JBG Parties.

Structure and Formation of JBG SMITH, page 23

5. We note that you have arranged a revolving credit facility upon completion of the
separation and distribution.  Please identify the entity with which you have arranged the
facility and d isclose the amount that will be available under the facility. Additionally,
please file this agreement in accordance with Item 601(b)(10) of Regulation S -K, or tell
us why you do not believe you are required to file it.

6. We note your organization al chart o n page 25.  Please revise to disclose the percentage of
ownership after the spin -off and business combination.

Development, Management, and Other Service Revenues Table, page 179

7. We note y our presentations of pro rata share of total development, management and other
service revenues and pro forma pro rata net tangible assets (liabilities), which appear to
be a non -GAAP presentations.   Please further explain to us what these measures represe nt
and how your disclosure provides all of the information required by Item 10(e) of
Regulation S -K.  Specifically, management should disclose the reasons they believe the
non-GAAP measure provides useful information to investors and the additional purpose s,
if any, for which management uses the non -GAAP measure.

Stephen W. Theriot, Treasurer
JBG SMITH Properties
February 2 4, 2017
Page 3

Outstanding Indebtedness Table, page 180

8. We note your presentation of consolidated and unconsolidated indebtedness at JBG
SMITH Share.   Please explain to us what these measures represent and how they
reconcile to the total consolidated indebtedness and unconsolidated indebtedness.

Industry Overview and Market Opportunity, page 193

9. We note your disclosure on page 193 that the information in this section was derived
from the market study prepared for you by JLL. Please provide us with a copy  of the
relevant portions of this study  which you relied upon for your disclosure. Please mark the
materials to specifically identify the portions that support your disclosure.  Please note that
the requested information should be filed as EDGAR correspondence or sent in paper form
accompanied by  a cover letter indicating that the material is being provided pursuant to
Exchange Act Rule 12b -4 and that such material should be returned to the registrant upon
completion of the staff review process.

Management , page 206

10. We note that in the Form 8-K filed by Vornado Realty Trust on February 13, 2017, it
states that Mr. Theriot will serve as your chief financial officer.  Please provide the
disclosure required by Item 401 of Regulation S -K.

11. For each named executive officer, key personnel member, or director, please ensure that
you provide the specific month and year each individual´s employment started and ended
with each entity referenced. If an individual assumed a different position during the ir
tenure with a particular entity, please provide this date as well.  For example only, please
provide this disclosure regarding Mr. Forman.  Please ensure that you disclose all entities
an individual worked at over the last five years. Please refer to Ite m 401of Regulation S -
K.

12. Please clarify whether the individuals currently employed by Vornado will continue to
hold those positions after the spin -off.

The Sep aration and the Combination, page 236

13. We note your disclosure on page 244 that the equity value of each of the Included
Properties  was agreed to by the parties. Please describe in greater detail how the equity
value was determined fo r the Included Properties or Included Assets.

Combined Statement of Revenues and Expenses from Real Estate Operations, Page F -45

14. We note from you disclosure on page 100 that the a cquisition of JBG Included Assets

Stephen W. Theriot, Treasurer
JBG SMITH Properties
February 2 4, 2017
Page 4

 (including JBG Operating Partners) will be accounted for as a single integrated
transaction.   Please tell us how you determined it was not necessary to include Rule 3 -05
financial statements for your acquisition of JBG Inc luded Assets (including JBG
Operating Partners).

Note 3 Summary Table (Unaudited), page F -50

15. Please revise the table to include financial information for your less than 100% owned
properties that will not be consolidated. Include a similar revision to t he table on page F -
68.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Isaac Esquivel  at (202)551 -3395 or Shan non Sobotka at (202)551 -3856
if you have questions regarding comments on the financial statements and re lated matters.
Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3233 with any other
questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: William G. Farrar, Esq. ( via e -mail)