UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 10-Q

__________________________________

(Mark One)



x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~for the quarterly period ended~~ ~~September 30, 2017~~

	for the quarterly period ended March 31, 2019
		or
o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ______ to ______

~~for the transition period from ______ to ______~~

Commission file number 001-36113

COLUMBIA PROPERTY TRUST, INC.

(Exact name of registrant as specified in its charter)



Maryland		20-0068852
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1170 Peachtree Street NE, Suite 600, Atlanta, Georgia 30309
(Address of principal executive offices) (Zip Code)

(404) 465-2200
(Registrant's telephone number, including area code)


(Former name, former address, and former fiscal year, if changed since last report)

~~One Glenlake Parkway, Suite 1200~~

~~Atlanta, GA 30328~~



Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock	CXP	NYSE

~~(Address of principal executive offices)~~

~~(Zip Code)~~

~~(404) 465-2200~~

~~(Registrant's telephone number, including area code)~~

~~(Former name, former address, and former fiscal year, if changed since last report)~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act (check one).



Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o
		Emerging Growth Company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

Number of shares outstanding of the registrant's

only class of common stock, as of ~~October 23, 2017: 119,803,608~~April 22, 2019: 116,879,665 shares

Table of Contents

FORM 10-Q

COLUMBIA PROPERTY TRUST, INC.

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION		Page No.

Item 1.	Condensed Consolidated Financial Statements	Page 4

	Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2019 (unaudited) and December 31, ~~2016~~2018 (unaudited)	Page 5

	Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2019 (unaudited) and ~~2016~~2018 (unaudited)	Page 6

	Consolidated Statements of Comprehensive Income for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2019 (unaudited) and ~~2016~~2018 (unaudited)	Page 7

	Consolidated Statements of Equity for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2019 (unaudited) and ~~2016~~2018 (unaudited)	Page 8

	Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2019 (unaudited) and ~~2016~~2018 (unaudited)	Page 9

	Condensed Notes to Consolidated Financial Statements (unaudited)	Page 10

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	Page 3941

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	Page 51

Item 4.	Controls and Procedures	Page 52

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	Page 53

Item 1A.	Risk Factors	Page 53

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	Page 53

Item 3.	Defaults Upon Senior Securities	Page 53

Item 4.	Mine Safety Disclosures	Page 53

Item 5.	Other Information	Page 53

Item 6.	Exhibits	Page 54

Page 2

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this ~~Quarterly Report~~quarterly report on Form 10-Q of Columbia Property Trust, Inc. ("Columbia Property Trust," ~~"the Company,"~~ "we," "our," or "us"), other than historical facts may ~~be considered forward-looking statements~~constitute "forward-looking statements” within the meaning of the Private Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of ~~1934. We intend~~1934). Columbia Property Trust intends for all such forward-looking statements presented in this quarterly report on Form 10-Q ("Form 10-Q"), or that management may make orally or in writing from time to time, to be covered by the applicable safe harbor provisions for forward-looking statements contained in those acts.

Such statements in this current Form 10-Q include, ~~in particular, statements~~among other things, information about possible or assumed future results of the business and our financial condition, liquidity, results of operations, plans, strategies, ~~and~~ prospects, and are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods.objectives. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as "may," "will," "expect," "intend," "anticipate," "estimate," "believe," "continue," or other similar words. As forward-looking statements, these statements are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. These risks, uncertainties, and other factors include, without limitation:

risks affecting the real estate industry, and the office sector in particular, (such as the inability to enter into new leases, dependence on tenants' financial condition, and competition from other owners of real estate);

risks relating to our ability to maintain and increase property occupancy rates and rental rates;

adverse economic or real estate market developments in our target markets;

risks relating to the use of debt to fund acquisitions;

availability and terms of financing;

ability to refinance indebtedness as it comes due;

sensitivity of our operations and financing arrangements to fluctuations in interest rates;

reductions in asset valuations and related impairment charges;

risks relating to construction, development, and redevelopment activities;

risks associated with joint ventures, including disagreements with, or misconduct by, joint venture partners;

risks relating to repositioning our portfolio;

risks relating to reduced demand for, or over supply of, office space in our markets;

risks relating to lease terminations, lease defaults, or changes in the financial condition of our tenants, particularly by a significant tenant;

risks relating to acquisition and disposition activities;

risks associated with our ability to continue to qualify as a real estate investment trust ("REIT");

risks associated with possible cybersecurity attacks against us or any of our tenants;

potential liability for uninsured losses and environmental contamination;

potential adverse impact of market interest rates on the market price for our securities; and

risks associated with our dependence on key personnel whose continued service is not guaranteed.

For further discussion of these and additional risks and uncertainties that may cause actual results to differ from expectation, see Item 1A, Risk Factors, in our Form 10-K for the year ended December 31, 2018. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, we can give no assurances that our expectations will be achieved. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this ~~report~~Form 10-Q is filed with the U.S. Securities and Exchange Commission ("SEC"). We ~~make no representations or warranties (express or implied) about the accuracy of any such forward-looking statements contained in this Form 10-Q, and we~~ do not intend to ~~publicly~~ update or revise any forward-looking ~~statements,~~statement, whether as a result of new information, future events, or otherwise.

Any such forward-looking statements are subject to risks, uncertainties, and other factors and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive, and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual conditions, our ability to accurately anticipate results expressed in such forward-looking statements, including our ability to generate positive cash flow from operations, make distributions to stockholders, and maintain the value of our real estate properties, may be significantly hindered. See Item 1A in Columbia Property Trust's Annual Report on Form 10-K for the year ended December 31, 2016 for a discussion of some of the risks and uncertainties that could cause actual results to differ materially from those presented in our forward-looking statements. The risk factors described in our Annual Report are not the only ones we face, but do represent those risks and uncertainties that we believe are material to us. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also harm our business.

Page 3

Table of Contents


PART I.	FINANCIAL INFORMATION


ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The information furnished in the accompanying consolidated balance sheets and related consolidated statements of operations, comprehensive income, equity, and cash flows, reflects all normal and recurring adjustments that are, in management's opinion, necessary for a fair and consistent presentation of the aforementioned financial statements. The accompanying consolidated financial statements should be read in conjunction with the condensed notes to Columbia Property Trust's financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations included in this Quarterly Report on Form 10-Q, and with audited consolidated financial statements and the related notes for the year ended December 31, ~~2016~~2018. Columbia Property Trust's results of operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 are not necessarily indicative of the operating results expected for the full year.

Page 4

Table of Contents

COLUMBIA PROPERTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per-share amounts)


	(Unaudited)						(Unaudited)
	September 30, 2017			December 31, 2016			March 31, 2019			December 31, 2018
Assets:
Real estate assets, at cost:
Land	$	609,110		$	751,351		$	803,986		$	817,975
Buildings and improvements, less accumulated depreciation of $377,794 and $435,457, as of September 30, 2017 and December 31, 2016, respectively	1,704,630			2,121,150
Intangible lease assets, less accumulated amortization of $89,950 and $112,777, as of September 30, 2017 and December 31, 2016, respectively	164,699			193,311
Buildings and improvements, less accumulated depreciation of $375,981 and $403,355, as of March 31, 2019 and December 31, 2018, respectively							1,791,926			1,910,041
Intangible lease assets, less accumulated amortization of $74,807 and $84,881, as of March 31, 2019 and December 31, 2018, respectively							64,250			98,540
Construction in progress	49,255			36,188			37,772			33,800
Real estate assets held for sale, less accumulated depreciation and amortization of $180,791, as of December 31, 2016	—			412,506
Real estate assets held for sale, less accumulated depreciation and amortization of $56,948 as of March 31, 2019							145,346			—
Total real estate assets	2,527,694			3,514,506			2,843,280			2,860,356
Investment in unconsolidated joint ventures	698,105			127,346
Operating lease assets							63,829			—
Investments in unconsolidated joint ventures							1,067,905			1,071,353
Cash and cash equivalents	382,730			216,085			18,551			17,118
Tenant receivables, net of allowance for doubtful accounts of $7 and $31, as of September 30, 2017 and December 31, 2016, respectively	2,814			7,163
Tenant receivables, net of $4 allowance for doubtful accounts as of December 31, 2018							3,760			3,258
Straight-line rent receivable	80,128			64,811			83,828			87,159
Prepaid expenses and other assets	75,802			24,275			31,520			23,218
Intangible lease origination costs, less accumulated amortization of $55,532 and $74,578, as of September 30, 2017 and December 31, 2016, respectively	28,067			54,279
Deferred lease costs, less accumulated amortization of $24,716 and $22,753, as of September 30, 2017 and December 31, 2016, respectively	127,940			125,799
Investment in development authority bonds	120,000			120,000
Other assets held for sale, less accumulated amortization of $34,152, as of December 31, 2016	—			45,529
Intangible lease origination costs, less accumulated amortization of $60,186 and $65,348, as of March 31, 2019 and December 31, 2018, respectively							31,626			34,092
Deferred lease costs, less accumulated amortization of $22,325 and $27,735, as of March 31, 2019 and December 31, 2018, respectively							58,932			77,439
Other assets held for sale, less accumulated amortization of $13,593 as of March 31, 2019							20,498			—
Total assets	$	4,043,280		$	4,299,793		$	4,223,729		$	4,173,993
Liabilities:
Line of credit and notes payable, net of unamortized deferred financing costs of $2,611 and $3,136, as of September 30, 2017 and December 31, 2016, respectively	$	520,367		$	721,466
Bonds payable, net of discounts of $1,529 and $1,664 and unamortized deferred financing costs of $4,909 and $5,364, as of September 30, 2017 and December 31, 2016, respectively	693,562			692,972
Line of credit and notes payable, net of unamortized deferred financing costs of $2,544 and $2,692, as of March 31, 2019 and December 31, 2018, respectively							$	680,456		$	629,308
Bonds payable, net of discounts of $1,259 and $1,304 and unamortized deferred financing costs of $4,005 and $4,158, as of March 31, 2019 and December 31, 2018, respectively							694,736			694,538
Operating lease liabilities							34,738			—
Accounts payable, accrued expenses, and accrued capital expenditures	129,802			131,028			37,962			49,117
Dividends payable	—			36,727			—			23,340
Deferred income	15,756			19,694			16,943			15,593
Intangible lease liabilities, less accumulated amortization of $19,437 and $44,564, as of September 30, 2017 and December 31, 2016, respectively	9,891			33,375
Obligations under capital lease	120,000			120,000
Liabilities held for sale, less accumulated amortization of $1,239, as of December 31, 2016	—			41,763
Intangible lease liabilities, less accumulated amortization of $22,812 and $21,766, as of March 31, 2019 and December 31, 2018, respectively							19,539			21,081
Liabilities held for sale, less accumulated amortization of $380 as of March 31, 2019							20,491			—
Total liabilities	1,489,378			1,797,025			1,504,865			1,432,977
Commitments and Contingencies (Note 7)	—			—			—			—
Equity:
Common stock, $0.01 par value, 225,000,000 shares authorized, 119,803,608 and 122,184,193 shares issued and outstanding, as of September 30, 2017 and December 31, 2016, respectively	1,198			1,221
Common stock, $0.01 par value, 225,000,000 shares authorized, 116,879,665 and 116,698,033 shares issued and outstanding, as of March 31, 2019 and December 31, 2018, respectively							1,169			1,167
Additional paid-in capital	4,485,368			4,538,912			4,420,727			4,421,587
Cumulative distributions in excess of earnings	(1,931,927		)	(2,036,482		)	(1,703,945		)	(1,684,082		)
Cumulative other comprehensive loss	(737		)	(883		)
Cumulative other comprehensive income							913			2,344
Total equity	2,553,902			2,502,768			2,718,864			2,741,016
Total liabilities and equity	$	4,043,280		$	4,299,793		$	4,223,729		$	4,173,993

See accompanying notes.

Page 5

Table of Contents

COLUMBIA PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per-share amounts)

(Unaudited) (Unaudited)
Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Revenues:
Rental income $ 55,015
$ 87,561
$ 193,309
$ 280,714
Tenant reimbursements 3,053
17,090
18,609
55,551
Hotel income —
6,270
1,339
17,484
Asset and property management fee income 1,154
511
2,126
1,655
Other property income 1,140
1,834
1,992
12,371
60,362
113,266
217,375
367,775
Expenses:
Property operating costs 18,567
39,101
64,503
120,679
Hotel operating costs —
4,946
2,085
14,315
Asset and property management fee expenses 188
387
717
1,058
Depreciation 18,501
26,778
60,529
84,517
Amortization 6,870
11,895
24,518
42,902
General and administrative - corporate 7,034
7,467
25,003
25,718
General and administrative - unconsolidated joint ventures 713
—
713
—
51,873
90,574
178,068
289,189
Real estate operating income 8,489
22,692
39,307
78,586
Other income (expense):
Interest expense (14,731 ) (17,138 ) (44,308 ) (52,415 )
Interest and other income 2,841
1,839
7,668
5,452
Loss on early extinguishment of debt (280 ) (18,905 ) (325 ) (18,997 )
(12,170 ) (34,204 ) (36,965 ) (65,960 )
Income (loss) before income taxes, unconsolidated joint ventures, and sales of real estate: (3,681 ) (11,512 ) 2,342
12,626
Income tax benefit (expense) (3 ) (65 ) 378
(387 )
Income (loss) from unconsolidated joint ventures 2,853
(1,937 ) (849 ) (5,441 )
Income (loss) before sales of real estate: (831 )
(13,514 )
1,871

6,798
Gain on sales of real estate assets 102,365
50,412
175,518
50,083
Net income $ 101,534

$ 36,898

$ 177,389

$ 56,881
Per-share information – basic:

Net income $ 0.84
$ 0.30
$ 1.46
$ 0.46
Weighted-average common shares outstanding – basic 120,293
123,215
121,270
123,271
Per-share information – diluted:
Net income $ 0.84
$ 0.30
$ 1.46
$ 0.46
Weighted-average common shares outstanding – diluted 120,529
123,350
121,458
123,348
Dividends per share $ 0.20
$ 0.30
$ 0.60
$ 0.90



	(Unaudited)
	Three Months Ended March 31,
	2019			2018
Revenues:
Rental income and tenant reimbursements	$	71,862		$	70,360
Asset and property management fee income	1,869			1,759
Other property income	1,702			1,591
	75,433			73,710
Expenses:
Property operating costs	24,237			23,062
Asset and property management fee expenses	255			208
Depreciation	20,404			20,835
Amortization	7,461			8,016
General and administrative – corporate	8,424			7,794
General and administrative – unconsolidated joint ventures	809			731
	61,590			60,646
Other Income (Expense):
Interest expense	(12,095		)	(15,895		)
Interest and other income	1			1,803
Gain on sale of unconsolidated joint venture interests	—			762
Income tax expense	(7		)	(7		)
Income from unconsolidated joint ventures	1,771			1,771
	(10,330		)	(11,566		)
Net income	$	3,513		$	1,498
Per-Share Information – Basic:
Net income	$	0.03		$	0.01
Weighted-average common shares outstanding – basic	116,462			119,082
Per-Share Information – Diluted:
Net income	$	0.03		$	0.01
Weighted-average common shares outstanding – diluted	116,880			119,350

See accompanying notes.

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Table of Contents

COLUMBIA PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


	(Unaudited)				(Unaudited)					(Unaudited)
	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
	2017		2016		2017		2016			2019			2018
Net income	$	101,534	$	36,898	$	177,389	$	56,881		$	3,513		$	1,498
Market value adjustments to interest rate swap	148		1,250		146		(5,629		)	(1,431		)	2,514
Comprehensive income	$	101,682	$	38,148	$	177,535	$	51,252		$	2,082		$	4,012

See accompanying notes.

Page 7

Table of Contents

COLUMBIA PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER 30, 2017~~MARCH 31, 2019 AND ~~2016~~2018 (UNAUDITED)

(in thousands, except per-share amounts)

Common Stock
Additional
Paid-In
Capital

Cumulative
Distributions
in Excess of
Earnings

Cumulative
Other
Comprehensive
Income (Loss)

Total
Equity
Shares Amount
Balance, December 31, 2016 122,184
$ 1,221
$ 4,538,912
$ (2,036,482 ) $ (883 ) $ 2,502,768
Repurchases of common stock (2,682 ) (26 ) (57,602 ) —
—
(57,628 )
Common stock issued to employees and directors, and amortized (net of income tax withholdings) 302
3
4,058
—
—
4,061
Distributions to common stockholders ($0.60 per share) —
—
—
(72,834 ) —
(72,834 )
Net income —
—
—
177,389
—
177,389
Market value adjustment to interest rate swap —
—
—
—
146
146
Balance, September 30, 2017 119,804
$ 1,198
$ 4,485,368
$ (1,931,927 ) $ (737 ) $ 2,553,902



	Common Stock			Additional Paid-In Capital			Cumulative Distributions in Excess of Earnings			Cumulative Other Comprehensive Income (Loss)			Total Equity
	Shares	Amount		Additional Paid-In Capital			Cumulative Distributions in Excess of Earnings			Cumulative Other Comprehensive Income (Loss)			Total Equity
Balance, December 31, 2018	116,698	$	1,167	$	4,421,587		$	(1,684,082	)	$	2,344		$	2,741,016
Common stock issued to employees and directors, and amortized (net of income tax withholdings)	182	2		(860		)	—			—			(858		)
Distributions to common stockholders ($0.20 per share)				—			(23,376		)	—			(23,376		)
Net income	—	—		—			3,513			—			3,513
Market value adjustment to interest rate swap	—	—		—			—			(1,431		)	(1,431		)
Balance, March 31, 2019	116,880	$	1,169	$	4,420,727		$	(1,703,945	)	$	913		$	2,718,864


	Common Stock					Additional Paid-In Capital				Cumulative Distributions in Excess of Earnings			Cumulative Other Comprehensive Loss				Total Equity			Common Stock					Additional Paid-In Capital			Cumulative Distributions in Excess of Earnings			Cumulative Other Comprehensive Income		Total Equity
	Shares		Amount						Shares				Cumulative Other Comprehensive Loss			Amount									Additional Paid-In Capital			Cumulative Distributions in Excess of Earnings			Cumulative Other Comprehensive Income		Total Equity
Balance, December 31, 2015	124,363		$	1,243		Additional Paid-In Capital			$	Cumulative Distributions in Excess of Earnings	4,588,303		$	(1,972,916	)		Total Equity		$	(2,436	)	$	2,614,194
Balance, December 31, 2017																				119,789		$	1,198		$	4,487,071		$	(1,957,236	)	$	903	$	2,531,936
Cumulative-effect adjustment for the adoption of ASU 2017-05																				—		—			—			357,755			—		357,755
Cumulative-effect adjustment for the adoption of ASU 2014-09																				—		—			—			343			—		343
Repurchases of common stock	(1,105	)	(11		)	(24,989		)		—			—				(25,000		)	(1,295	)	(13		)	(27,273		)	—			—		(27,286		)
Common stock issued to employees and directors, and amortized (net of income tax withholdings)	213		2			2,337				—			—				2,339			108		1			(444		)	—			—		(443		)
Distributions to common stockholders ($0.90 per share)	—		—			—				(111,120		)	—				(111,120		)
Distributions to common stockholders ($0.20 per share)																				—		—			—			(23,858		)	—		(23,858		)
Net income	—		—			—				56,881			—				56,881			—		—			—			1,498			—		1,498
Market value adjustment to interest rate swap	—		—			—				—			(5,629		)		(5,629		)	—		—			—			—			2,514		2,514
Balance, September 30, 2016	123,471		$	1,234		$	4,565,651			$	(2,027,155	)	$	(8,065	)		$	2,531,665
Balance, March 31, 2018																				118,602		$	1,186		$	4,459,354		$	(1,621,498	)	$	3,417	$	2,842,459

See accompanying notes.

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COLUMBIA PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	(Unaudited)						(Unaudited)
	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2019			2018
Cash Flows from Operating Activities:
Cash Flows From Operating Activities:
Net income	$	177,389		$	56,881		$	3,513		$	1,498
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Straight-line rental income	(20,964		)	(15,470		)	(4,631		)	(9,698		)
Noncash operating lease expense							212			—
Depreciation	60,529			84,517			20,404			20,835
Amortization	24,115			39,271			6,351			7,955
Stock-based compensation expense							1,539			1,528
Noncash interest expense	2,239			2,765			640			882
Loss on early extinguishment of debt	325			18,997
Loss from unconsolidated joint ventures	849			5,441
Gain on sales of real estate assets	(175,518		)	(50,083		)
Stock-based compensation expense	5,509			3,512
Gain on sale of unconsolidated joint venture interests							—			(762		)
Income from unconsolidated joint ventures							(1,771		)	(1,771		)
Distributions of earnings from unconsolidated joint ventures							6,161			8,573
Changes in assets and liabilities, net of acquisitions and dispositions:
Decrease in tenant receivables, net	3,957			4,646
Increase in tenant receivables, net							(294		)	(829		)
Decrease in prepaid expenses and other assets	1,340			5,776			3,563			4,962
Decrease in accounts payable and accrued expenses	(25,488		)	(3,799		)	(2,701		)	(18,185		)
Decrease in deferred income	(7,167		)	(2,750		)
Net cash provided by operating activities	47,115			149,704
Cash Flows from Investing Activities:
Net proceeds from the sales of real estate	737,631			482,089
Prepaid earnest money	(52,000		)	—
Increase (decrease) in deferred income							2,093			(217		)
Net cash provided by operating activities							35,079			14,771
Cash Flows From Investing Activities:
Net proceeds from sale of investments in unconsolidated joint ventures							—			235,083
Prepaid transaction costs and earnest money							(13,701		)	—
Capital improvement and development costs	(59,022		)	(34,447		)	(19,014		)	(19,363		)
Deferred lease costs paid	(14,437		)	(19,713		)	(1,937		)	(4,514		)
Investments in unconsolidated joint ventures	(123,149		)	(12,351		)	(6,528		)	(1,541		)
Distributions from unconsolidated joint ventures	1,411			—			5,672			2,976
Net cash provided by investing activities	490,434			415,578
Cash Flows from Financing Activities:
Net cash provided by (used in) investing activities							(35,508		)	212,641
Cash Flows From Financing Activities:
Financing costs paid	(628		)	(3,111		)	(21		)	(17		)
Prepayments to settle debt	—			(17,921		)
Proceeds from lines of credit and notes payable	—			435,000			74,000			109,000
Repayments of lines of credit and notes payable	(201,625		)	(745,070		)	(23,000		)	(247,814		)
Proceeds from issuance of bonds payable	—			348,691
Repayment of bonds payable	—			(250,000		)
Distributions paid to stockholders	(109,561		)	(148,474		)	(46,716		)	(47,819		)
Redemptions of common stock	(59,090		)	(26,186		)	(2,401		)	(29,261		)
Net cash used in financing activities	(370,904		)	(407,071		)
Net cash provided by (used in) financing activities							1,862			(215,911		)
Net increase in cash and cash equivalents	166,645			158,211			1,433			11,501
Cash and cash equivalents, beginning of period	216,085			32,645			17,118			9,567
Cash and cash equivalents, end of period	$	382,730		$	190,856		$	18,551		$	21,068

See accompanying notes.

Page 9

Table of Contents

COLUMBIA PROPERTY TRUST, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2017~~MARCH 31, 2019

(unaudited)


1.	Organization

Columbia Property Trust, Inc. ("Columbia Property Trust") (NYSE: CXP) is a Maryland corporation that operates as a real estate investment trust ("REIT") for federal income tax purposes, and owns and operates commercial real estate properties. Columbia Property Trust ~~was incorporated in 2003, commenced operations in 2004, and~~ conducts business primarily through Columbia Property Trust Operating Partnership, L.P. ("Columbia Property Trust OP"), a Delaware limited ~~partnership.~~partnership in which Columbia Property Trust is the general partner and sole ~~owner of~~owner. Columbia Property Trust ~~OP and possesses full legal control and authority over its operations. Columbia Property Trust OP~~ acquires, develops, redevelops, owns, leases, and operates real properties directly, through wholly owned subsidiaries, or through ~~unconsolidated~~ joint ventures. Unless otherwise noted herein, references to Columbia Property Trust, "we," "us," or "our" herein shall include Columbia Property Trust and all subsidiaries of Columbia Property Trust, direct and indirect.

~~Columbia Property Trust typically invests in high-quality, income-generating office properties.~~ As of ~~September 30, 2017,~~March 31, 2019, Columbia Property Trust owned 1618 operating properties and two properties under development or redevelopment, of which 1214 were wholly owned and ~~four~~six were owned through unconsolidated joint ~~ventures. These properties are~~ventures, located primarily in New York, San Francisco, Washington, D.C., and ~~Atlanta, contain a total~~Atlanta. As of ~~8.2~~March 31, 2019, the operating properties contained 8.9 million rentable square feet and were approximately 95.1% leased as of September 30, 2017. In October 2017, Columbia Property Trust acquired two wholly owned properties in New York and a 55.0% interest in an additional property in Washington, D.C. See Note 3, ~~Real Estate Transactions, for additional information.~~97.1% leased.


2.	Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements of Columbia Property Trust have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"), including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by U.S. generally accepted accounting principles ("GAAP") for complete financial statements. In the opinion of management, the statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods. Results for these interim periods are not necessarily indicative of a full year's results. For additional information on ~~our~~Columbia Property Trust's unconsolidated joint ventures, which are accounted for using the equity method of accounting, see Note 4, Unconsolidated Joint Ventures. Columbia Property Trust's consolidated financial statements include the accounts of Columbia Property Trust, Columbia Property Trust OP, and any variable-interest entity in which Columbia Property Trust or Columbia Property Trust OP ~~was~~is deemed the primary beneficiary. With respect to entities that are not variable interest entities, Columbia Property Trust's consolidated financial statements also include the accounts of any entity in which Columbia Property Trust, Columbia Property Trust OP, or their subsidiaries own a controlling financial interest and any limited partnership in which Columbia Property Trust, Columbia Property Trust OP, or their subsidiaries own a controlling general partnership interest. All intercompany balances and transactions have been eliminated in consolidation. For further information, refer to the financial statements and footnotes included in Columbia Property Trust's Annual Report on Form 10-K for the year ended December 31, ~~2016~~2018 (the "~~2016~~2018 Form 10-K").

Fair Value Measurements

Columbia Property Trust estimates the fair value of its assets and liabilities (where currently required under GAAP) consistent with the provisions of Accounting Standard Codification 820, Fair Value Measurements ("ASC 820"). Under this standard, fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date, under current market conditions. While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or liability, the accounting standard for fair value measurements and disclosures provides the following fair value technique parameters and hierarchy, depending upon availability:

Level 1 – Assets or liabilities for which the identical term is traded on an active exchange, such as publicly traded instruments or futures contracts.

Level 2 – Assets or liabilities valued based on observable market data for similar instruments.

Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market. Such assets or liabilities are valued based on the best available data, some of which may be internally developed. Significant assumptions may include risk premiums that a market participant would consider.

Page 10

Real Estate Assets

Columbia Property Trust is required to make subjective assessments as to the useful lives of its depreciable assets. To determine the appropriate useful life of an asset, Columbia Property Trust considers the period of future benefit of the asset. These assessments have a direct impact on net income. The estimated useful lives of its assets by class are as follows:



Buildings		~~40-45~~40 years
Building and site improvements		5-25 years
Tenant improvements		Shorter of economic life or lease term
Intangible lease assets		Lease term

~~Evaluating the Recoverability~~As further described in Note 5, Line of ~~Real Estate Assets~~

Credit and Notes Payable, Columbia Property Trust continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate and related intangible assets, of both operating properties and properties under construction, may not be recoverable. When indicators of potential impairment are present that suggest that the carrying amountscapitalizes interest incurred on outstanding debt balances as well as joint venture investments, as appropriate, during development or redevelopment of real estate ~~assets~~held directly or in unconsolidated joint ventures. During both the three months ended March 31, 2019 and ~~related intangible assets~~2018, $0.9 million of interest was capitalized to construction in progress; and ~~liabilities may not be recoverable, Columbia Property Trust assesses~~during the recoverability of these assets and liabilities by determining whether the respective carrying values will be recovered through the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying values, Columbia Property Trust adjusts the carrying value of the real estate assets and related intangible assets and liabilitiesthree months ended March 31, 2019, $0.3 million was capitalized to the estimated fair values, pursuant to the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and recognizes an impairment loss. Estimated fair values are calculated based on the following hierarchy of information, depending upon availability: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of future cash flows, including estimated residual value. Certain of Columbia Property Trust's assets may be carried at an amount that exceeds that which could be realizedinvestments in a current disposition transaction. Based on the assessment as described above, Columbia Property Trust has determined that the carrying values of all its real estate assets and related intangible assets are recoverable as of September 30, 2017.

Projections of expected future operating cash flows require that Columbia Property Trust estimate future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. Due to the inherent subjectivity of the assumptions used to project future cash flows, estimated fair values may differ from the values that would be realized in market transactions.unconsolidated joint ventures.

Assets Held for Sale

Columbia Property Trust classifies properties as held for sale according to Accounting Standard Codification 360, Accounting for the Impairment or Disposal of Long-Lived Assets ("ASC 360"). According to ASC 360, properties having separately identifiable operations and cash flows are considered held for sale when all of the following criteria are met:

Management, having the authority to approve the action, commits to a plan to sell the property.

The property is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such property.

An active program to locate a buyer and other actions required to complete the plan to sell the property have been initiated.

The property is being actively marketed for sale at a price that is reasonable in relation to its current fair value.

Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The sale of the property is probable (i.e., typically subject to a binding sale contract with a non-refundable deposit), and transfer of the property is expected to qualify for recognition as a completed sale within one year.

Page 11

As of March 31, 2019, One & Three Glenlake Parkway met the criteria to be classified as held for sale in the accompanying balance sheet. The major classes of assets and liabilities classified as held for sale as of March 31, 2019 are provided below (in thousands):



	March 31, 2019
Real Estate Assets Held for Sale:
Real Estate Assets, at Cost:
Land	$	13,989
Buildings and improvements, less accumulated depreciation of $46,118	104,030
Intangible lease assets, less accumulated amortization of $10,830	533
Construction in progress	26,794
Total real estate assets held for sale, net	$	145,346
Other Assets Held for Sale:
Tenant receivables	$	53
Straight-line rent receivable	7,700
Prepaid expenses and other assets	49
Intangible lease origination costs, less accumulated amortization of $7,109	350
Deferred lease costs, less accumulated amortization of $6,484	12,346
Total other assets held for sale, net	$	20,498
Liabilities Held for Sale:
Accounts payable, accrued expenses, and accrued capital expenditures	$	19,632
Deferred income	743
Intangible lease liabilities, less accumulated amortization of $380	116
Total liabilities held for sale, net	$	20,491

Evaluating the Recoverability of Real Estate Assets

Columbia Property Trust continually monitors events and changes in circumstances that could indicate that the net carrying amounts of its real estate and related intangible assets and liabilities, of both operating properties and properties under development or redevelopment, may not be recoverable. When indicators of potential impairment are present that suggest that the net carrying amounts of real estate assets and related intangible assets and liabilities may not be recoverable, Columbia Property Trust assesses the recoverability of these net assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future cash flows expected from the use of the net assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying values, Columbia Property Trust adjusts the carrying values of the real estate assets and related intangible assets and liabilities to the estimated fair values, pursuant to the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and recognizes an impairment loss. At such time that a property is ~~determined~~required to be classified as held for sale, its net carrying amount is adjusted to the lower of its depreciated book value or its estimated fair value, less costs to sell, and depreciation is no longer ~~recognized;~~recognized.

Estimated fair values are calculated based on the following hierarchy of information: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of future cash flows, including estimated residual value. Projections of expected future operating cash flows require that Columbia Property Trust estimate future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and ~~assets and liabilities are required to be classified as~~the number of years the property is held for ~~sale on~~investment, among other factors. Due to the ~~accompanying consolidated balance sheet. As~~inherent subjectivity of ~~September 30, 2017, none~~the assumptions used to project future cash flows, estimated fair values may differ from the values that would be realized in market transactions. Certain of Columbia Property Trust's ~~properties met~~assets may be carried at an amount that exceeds that which could be realized in a current disposition transaction. Columbia Property Trust has determined that the ~~criteria to be classified~~carrying values of its real estate assets and related intangible assets are recoverable as ~~held for sale in the accompanying balance sheet. As~~ of ~~December~~March 31, 2016, Key Center Tower, Key Center Marriott, 5 Houston Center, Energy Center I, and 515 Post Oak were subject to binding sale contracts and met the other aforementioned criteria; thus, these properties are classified as held for sale in the accompanying2019.

Page 1112

consolidated balance sheet as of that date. The sale of 5 Houston Center, Energy Center I, and 515 Post Oak closed on January 6, 2017, and the sale of Key Center Tower and Key Center Marriott closed on January 31, 2017 (see Note 3, ~~Real Estate Transactions~~).

~~The major classes of assets and liabilities classified as held for sale as of December 31, 2016, are provided below (in thousands):~~

December 31, 2016
Real estate assets held for sale:
Real estate assets, at cost:
Land $ 30,243
Buildings and improvements, less accumulated depreciation of $152,246 366,126
Intangible lease assets, less accumulated amortization of $28,545 13,365
Construction in progress 2,772
Total real estate assets held for sale, net $ 412,506
Other assets held for sale:
Tenant receivables, net of allowance for doubtful accounts $ 1,722
Straight-line rent receivable 20,221
Prepaid expenses and other assets 3,184
Intangible lease origination costs, less accumulated amortization of $22,949 1,815
Deferred lease costs, less accumulated amortization of $11,203 18,587
Total other assets held for sale, net $ 45,529
Liabilities held for sale:
Accounts payable, accrued expenses, and accrued capital expenditures $ 34,812
Deferred income 4,214
Intangible lease liabilities, less accumulated amortization of $1,239 2,737
Total liabilities held for sale, net $ 41,763

Intangible Assets and Liabilities Arising ~~from~~From In-Place Leases Where Columbia Property Trust Is the Lessor

Upon the acquisition of real properties, Columbia Property Trust allocates the purchase price of the properties to tangible assets, consisting of land, building, site improvements, and identified intangible assets and liabilities, including the value of in-place leases, based in each case on Columbia Property Trust's estimate of their fair values in accordance with ASC 820 (see ~~Fair~~"Fair Value ~~Measurements~~Measurements" section above for additional detail). As of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, Columbia Property Trust had the following intangible ~~in-place lease~~ assets and liabilities, arising from in-place leases, excluding amounts held for sale, if applicable (in thousands):

Intangible Lease Assets
Intangible
Lease
Origination
Costs

Intangible
Below-Market
In-Place Lease
Liabilities

Above-Market
In-Place
Lease Assets

Absorption
Period Costs

September 30, 2017 Gross $ 1,588
$ 112,145
$ 83,599
$ 29,328
Accumulated Amortization (784 ) (67,035 ) (55,532 ) (19,437 )
Net $ 804
$ 45,110
$ 28,067
$ 9,891
December 31, 2016 Gross $ 10,589
$ 154,582
$ 128,857
$ 77,939
Accumulated Amortization (9,305 ) (83,254 ) (74,578 ) (44,564 )
Net $ 1,284
$ 71,328
$ 54,279
$ 33,375

~~Page 12~~



		Intangible Lease Assets						Intangible Lease Origination Costs			Intangible Below-Market In-Place Lease Liabilities
		Above-Market In-Place Lease Assets			Absorption Period Costs			Intangible Lease Origination Costs			Intangible Below-Market In-Place Lease Liabilities
March 31, 2019	Gross	$	3,174		$	135,883		$	91,812		$	42,351
	Accumulated Amortization	(1,142		)	(73,665		)	(60,186		)	(22,812		)
	Net	$	2,032		$	62,218		$	31,626		$	19,539
December 31, 2018	Gross	$	3,174		$	147,668		$	99,440		$	42,847
	Accumulated Amortization	(1,060		)	(81,220		)	(65,348		)	(21,766		)
	Net	$	2,114		$	66,448		$	34,092		$	21,081

For the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, Columbia Property Trust recognized the following amortization of intangible lease assets and liabilities (in thousands):

Intangible Lease Assets
Intangible
Lease
Origination
Costs

Intangible
Below-Market
In-Place Lease
Liabilities
Above-Market
In-Place
Lease Assets

Absorption
Period Costs

For the three months ended September 30, 2017 $ 22
$ 3,268
$ 1,957
$ 1,006
For the three months ended September 30, 2016 $ 594
$ 6,133
$ 3,757
$ 2,768
For the nine months ended September 30, 2017 $ 471
$ 12,525
$ 7,786
$ 5,322
For the nine months ended September 30, 2016 $ 2,014
$ 22,602
$ 13,811
$ 10,206



	Intangible Lease Assets				Intangible Lease Origination Costs		Intangible Below-Market In-Place Lease Liabilities
	Above-Market In-Place Lease Assets		Absorption Period Costs		Intangible Lease Origination Costs		Intangible Below-Market In-Place Lease Liabilities
For the Three Months Ended March 31, 2019	$	82	$	3,656	$	2,100	$	1,426
For the Three Months Ended March 31, 2018	$	51	$	4,339	$	2,419	$	1,589

The net intangible assets and liabilities remaining as of ~~September 30, 2017~~March 31, 2019 will be amortized as follows, excluding amounts held for sale, if applicable (in thousands):

Intangible Lease Assets
Intangible
Lease
Origination
Costs

Intangible
Below-Market
In-Place Lease
Liabilities
Above-Market
In-Place
Lease Assets

Absorption
Period Costs

For the remainder of 2017 $ 22
$ 2,936
$ 1,875
$ 898
For the years ending December 31:
2018 89
11,083
7,315
3,278
2019 89
9,800
7,024
3,128
2020 89
7,880
5,979
1,992
2021 89
4,043
2,057
327
2022 89
2,664
1,079
94
Thereafter 337
6,704
2,738
174
$ 804
$ 45,110
$ 28,067
$ 9,891

~~Intangible Assets and Liabilities Arising from In-Place Leases Where Columbia Property Trust Is the Lessee~~

Columbia Property Trust is the lessee on certain in-place ground leases. Intangible above-market and below-market in-place lease values are recorded as intangible lease liabilities and assets, respectively, and are amortized as an adjustment to property operating cost over the remaining term of the respective leases. Columbia Property Trust had gross below-market lease assets of approximately

$140.9 million as of September 30, 2017 and December 31, 2016, and recognized amortization of these assets of approximately $0.6 million for the three months ended September 30, 2017 and 2016, and approximately $1.9 million for the nine months ended September 30, 2017 and 2016, respectively.

~~As of September 30, 2017, the remaining net below-market intangible lease assets will be amortized as follows (in thousands):~~


For the remainder of 2017	$	637
			Intangible Lease Assets				Intangible Lease Origination Costs		Intangible Below-Market In-Place Lease Liabilities
			Above-Market In-Place Lease Assets		Absorption Period Costs
For the remainder of 2019			$	246	$	10,397	$	5,963	$	4,122
For the years ending December 31:
2018	2,549
2019	2,549
2020	2,549		275		12,338		7,406		4,597
2021	2,549		247		7,490		3,429		1,714
2022	2,549		243		5,848		2,406		1,374
2023			243		5,098		2,165		1,308
2024			230		4,756		2,062		1,162
Thereafter	105,403		548		16,291		8,195		5,262
	$	118,785	$	2,032	$	62,218	$	31,626	$	19,539

Page 13

Interest Rate Swap Agreements

Columbia Property Trust enters into interest rate swap contracts to mitigate its interest rate risk on the related financial instruments. Columbia Property Trust does not enter into derivative or interest rate swap transactions for speculative purposes; however, certain of its derivatives may not qualify for hedge accounting treatment. Columbia Property Trust records the fair value of its interest rate swaps on its consolidated balance sheet either as prepaid expenses and other assets or as accounts payable, accrued expenses, and accrued capital expenditures. Changes in the fair value of ~~the effective portion of~~ interest rate swaps that are designated as cash flow hedges are recorded as other comprehensive ~~income, while changes in the fair value of the ineffective portion of a cash flow hedge, if any, are recognized currently in earnings. All changes~~income. Changes in the fair value of interest rate swaps that do not qualify for hedge accounting treatment are recorded as gain or loss on interest rate swaps. Amounts received or paid under interest rate swap agreements are recorded as interest expense for contracts that qualify for hedge accounting treatment and as gain or loss on interest rate swaps for contracts that do not qualify for hedge accounting treatment. The following tables provide additional information related to Columbia Property Trust's interest rate swaps (in thousands):


		Estimated Fair Value as of							Estimated Fair Value as of
Instrument Type	Balance Sheet Classification	September 30, 2017			December 31, 2016			Balance Sheet Classification	March 31, 2019		December 31, 2018
Derivatives designated as hedging instruments:
Interest rate contracts	Accounts payable	$	(737	)	$	(882	)	Prepaid expenses and other assets	$	913	$	2,344

Columbia Property Trust applied the provisions of ASC 820 in recording its interest rate swaps at fair value. The fair values of the interest rate swaps, classified under Level 2, were determined using a third-party proprietary model that is based on prevailing market data for contracts with matching durations, current and anticipated London Interbank Offered Rate ("LIBOR") information, and reasonable estimates about relevant future market conditions. Columbia Property Trust has determined that the fair value, as determined by the third party, is reasonable.

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Market value adjustment to interest rate swaps designated as hedging instruments and included in other comprehensive income $ 148
$ 1,250
$ 146
$ (5,629 )



	Three Months Ended March 31,
	2019			2018
Market value adjustment to interest rate swaps designated as hedging instruments and included in other comprehensive income	$	(1,431	)	$	2,514

During the periods presented, ~~there was~~ no hedge ineffectiveness was required to be recognized into earnings on the interest rate swaps that qualified for hedge accounting treatment.

~~Prepaid Expenses and Other Assets~~

Prepaid expenses are recognized over the period to which the good or service relates. Other assets are written off when the asset no longer has future value, or when the company is no longer obligated for the corresponding liability. As of September 30, 2017, prepaid expenses and other assets included $52.0 million of earnest money deposits for acquisitions, of which $40.0 million was applied to the purchase prices for transactions that closed in October 2017. See Note 3, ~~Real Estate Transactions, for additional detail.~~

Income Taxes

Columbia Property Trust has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code") and has operated as such beginning with its taxable year ended December 31, 2003. To qualify as a REIT, Columbia Property Trust must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its REIT taxable income, as defined by the Code, to its stockholders. ~~As a REIT,~~To the extent that Columbia Property Trust ~~generally is not~~satisfies the distribution requirement but distributes less than 100% of its REIT taxable income, Columbia Property Trust would be subject to federal and state corporate income tax on ~~income it distributes to stockholders.~~the undistributed income. Generally, Columbia Property ~~Trust's stockholder distributions typically exceed its taxable income due to the inclusion of noncash expenses, such as depreciation, in taxable income. As a result, Columbia Property~~ Trust ~~typically~~ does not incur federal income taxes, other than as described in the following ~~paragraph.~~paragraph, because its stockholder distributions typically exceed its taxable income due to noncash expenses such as depreciation. Columbia Property Trust is, however, subject to certain state and local taxes related to the operations of properties in certain locations, which have been provided for in the accompanying consolidated financial statements.

Columbia Property Trust TRS, LLC, Columbia KCP TRS, LLC, and Columbia Energy TRS, LLC (collectively, the "TRS Entities") are wholly owned subsidiaries of Columbia Property Trust and are organized as Delaware ~~limited-liability~~limited liability companies. The TRS

~~Page 14~~

Entities, among other things, provide tenant services that Columbia Property Trust, as a REIT, cannot otherwise provide. Columbia Property Trust has elected to treat the TRS Entities as taxable REIT subsidiaries. Columbia Property Trust may perform certain additional, noncustomary services for tenants of its buildings through the TRS Entities; however, any earnings related to such services are subject to federal and state income taxes. In addition, for Columbia Property Trust to continue to qualify as a REIT, Columbia Property Trust must limit its investments in taxable REIT subsidiaries to ~~25%~~20% of the value of the total assets. The TRS Entities' deferred tax assets and liabilities represent temporary differences between the financial reporting basis and the tax basis of assets and liabilities based on the enacted rates expected to be in effect when the temporary differences reverse. If applicable, Columbia Property Trust records interest and penalties related to uncertain tax positions as general and administrative expense in the accompanying consolidated statements of operations.

Page 14

Reclassification

~~Certain prior period amounts may be reclassified to conform to the current-period financial statement presentation. Within revenues~~In connection with adopting Accounting Standard Codification ("ASC") 842, Leases ("ASC 842"), effective January 1, 2019, rental income and tenant reimbursements have been combined into a single line on the ~~accompanying~~ consolidated statements of operations ~~management fees earned from unconsolidated joint ventures have been reclassified from other property income to a dedicated line item, asset and property management fee income,~~ for all periods presented. See Recent Accounting Pronouncements below for additional details.

Recent Accounting Pronouncements

~~In August 2017, the Financial Accounting Standards Board (the "FASB") issued Accounting Standard Update 2017-12,~~ ~~Targeted Improvements to Accounting for Hedging Activities~~ ("ASU 2017-12"). ASU 2017-12 aligns reporting requirements for hedging relationships with risk management activities and simplifies the application of hedge accounting. ASU 2017-12 eliminates the concept of recognizing periodic hedge ineffectiveness for cash flow hedges and allows for ongoing qualitative, rather than quantitative, testing of hedge effectiveness. ASU 2017-12 will be effective forEffective January 1, 2019, Columbia Property Trust on January 1, 2019, with early adoption permitted. Columbia Property Trust anticipates that the adoption of ASU 2017-12 will result in a simplified process to determine the ongoing effectiveness of its cash flow hedge with no material impact on its consolidated financial statements or other disclosures.

~~In February 2017, the FASB issued Accounting Standard Update 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Non-Financial Assets~~ ("ASU 2017-05"), which will apply to the partial sale of non-financial assets, including real estate assets, to unconsolidated joint ventures. ASU 2017-05 will require Columbia Property Trust to measure its residual joint venture interest in the properties transferred to unconsolidated joint ventures at fair value as of the transaction date by recognizing a gain or loss on 100% of the asset transferred (i.e. to fully step-up the basis of our residual investment in the joint venture). This ASU will apply to Columbia Property Trust's partial sales of the following real estate assets: Market Square, 333 Market Street, and University Circle. We expect to implement ASU 2017-05 effective January 1, 2018 using the modified-retrospective approach by recording a cumulative-effect adjustment to equity, and are in the process of evaluating the impact to the financial statements.

~~In January 2017, the FASB issued Accounting Standards Update 2017-01,~~ ~~Clarifying the Definition of a Business~~ ("ASU 2017-01"), which provides a more narrow definition of a business to be used in determining the accounting treatment of acquisitions. As a result, under the new standard, many acquisitions that previously qualified as business combinations will be treated as asset acquisitions. For asset acquisitions, unlike business combinations, transaction costs may be capitalized, and purchase price may be allocated on a relative fair-value basis. Columbia Property Trust expects the adoption of ASU 2017-01 to simplify purchase price allocations for future acquisitions. ASU 2017-01 is effective for Columbia Property Trust prospectively on January 1, 2018, with early adoption permitted. Columbia Property Trust plans to adopt ASU 2017-01 in the fourth quarter of 2017, in connection with the acquisition of 245-249 West 17th Street and 218 West 18th Street.

~~In February 2016, the FASB issued Accounting Standards Update2016-02, Leases~~ ~~("ASU 2016-02"),~~adopted ASC 842, which amends the ~~existing standards for~~ lease accounting ~~by requiring lessees to recognize most leases on their balance sheets and by making targeted changes to lessor accounting and reporting, including~~rules with the ~~classification of lease components and nonlease components, such as services provided to tenants. The new standard will require lessees~~following key changes:

Lessees are required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months, and to classify such leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee, or not. This classification will determine whether the lease expense is recognized ~~based on an~~using the effective interest method (finance leases) or on a straight-line basis over the term of the lease (operating leases). ~~Leases with a term of 12 months or less will be accounted for using an approach that is similar to existing guidance for operating leases today. The new standard requires lessors~~

Lessors are required to account for leases using an approach that is substantially ~~equivalent~~similar to ~~existing guidance as applies to~~the pre-existing rules for operating leases, sales-type leases and direct financing leases, with a few targeted changes, including that: (i) lessors are no longer permitted to capitalize and amortize initial indirect costs incurred to obtain a lease, and (ii) provisions for uncollectible tenant receivables are reflected as a reduction to lease revenues, instead of as general and administrative expense.

In connection with transitioning to ASC 842, Columbia Property Trust elected to use certain practical expedients which impact the Company as follows:

Prospective implementation. In-place contracts retain their character as to whether they meet the definition of a lease or not; in-place leases retain their classification as an operating, ~~leases.~~ sales-type, or direct financing lease; and prior-period accounting and presentation is unchanged.

Rental income and tenant reimbursements are combined in a single line on the statements of operations for all periods presented.

Leases with a term of 12 months or less are expensed as incurred, as provided for in a practical expedient elected by Columbia Property Trust.

See Note 10, Leases, for additional information.

Accounting Standard Update 2018-13, Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement ("ASU ~~2016-02~~2018-13"), which will be effective for Columbia Property Trust on January 1, ~~2019 and supersedes previous leasing standards. Once effective,~~

~~Page 15~~

2020, expands the disclosure requirements related to a change in fair value technique hierarchy. ASU 2018-13 is not expected to have a material impact on Columbia Property ~~Trust anticipates separating lease components from nonlease components, which will be evaluated under ASU 2014-09, as described below.~~

~~In May 2014, the FASB issued Accounting Standards Update 2014-09,~~ ~~Revenue from Contracts with Customers~~ ("ASU 2014-09"), which establishes a comprehensive model to account for revenues arising from contracts with customers. ASU 2014-09 applies to all contracts with customers, except those that are within the scope of other topics in the FASB's Accounting Standards Codification, such as real estate leases. ASU 2014-09 will require companies to perform a five-step analysis of transactions to determine when and how revenue is recognized. Columbia Property Trust expects that the new standard to apply primarily to fees earned from managing properties owned by its unconsolidated joint ventures. Given the structure of the asset and property management agreements currently in place with our unconsolidated joint ventures, we do not expect the ASU to materially impact the timingTrust's consolidated financial statements or amount of our revenues; however, we will be required to provide more extensive disclosures about our revenue streams and contracts with customers. ASU 2014-09 is effective for Columbia Property Trust on January 1, 2018, with early adoption permitted.disclosures.


3.	Real Estate Transactions

Acquisitions

During ~~2016 and 2017,~~2018, Columbia Property Trust acquired the following properties and partial interests in ~~properties:~~properties. Columbia Property Trust did not acquire any properties during the three months ended March 31, 2019.

Property Location Date Percent Acquired
Purchase Price
(in thousands)⁽¹⁾
1800 M Street⁽²⁾
Washington, D.C. October 11, 2017 55.0 % $ 231,550
245-249 West 17th Street & 218 West 18th Street⁽³⁾
New York, NY October 11, 2017 100.0 % $ 514,100
114 Fifth Avenue⁽⁴⁾
New York, NY July 6, 2017 49.5 % $ 108,900



Property	Location	Date	Percent Acquired		Purchase Price⁽¹⁾ (in thousands)
2018
799 Broadway	New York, NY	October 3, 2018	49.7	%	$	30,200	⁽²⁾
Lindbergh Center – Retail	Atlanta, GA	October 24, 2018	100.0	%	$	23,000


⁽¹⁾	Exclusive of transaction costs and price adjustments. See purchase price allocation table below for a breakout of the net purchase price for wholly owned properties.


⁽²⁾	Purchase price is for Columbia Property Trust's partial interests in the property, which is owned through an unconsolidated joint venture.

799 Broadway Joint Venture

On October 3, 2018, Columbia Property Trust formed a joint venture with Normandy Real Estate Partners ("Normandy") for the purpose of developing a 12-story, 182,000-square-foot office building at 799 Broadway in New York (the "799 Broadway Joint

Page 15

Venture"). Columbia Property Trust made an initial equity contribution of $30.2 million in the 799 Broadway Joint Venture for a 49.7% interest therein. At inception, the 799 Broadway Joint Venture acquired the property located at 799 Broadway for $145.5 million, exclusive of transaction costs and development costs, and borrowed $97.0 million under a construction loan with total capacity of $187.0 million.

Lindbergh Center – Retail

On October 24, 2018, Columbia Property Trust acquired the 147,000 square feet of ancillary retail and office space surrounding its existing property, Lindbergh Center, for a gross purchase price of $23.0 million. As of the acquisition date, Lindbergh Center – Retail was 91% leased to 14 tenants, including Pike Nurseries (18%).

Purchase Price Allocations for Consolidated Property Acquisitions



	Lindbergh Center – Retail
Location	Atlanta, GA
Date acquired	October 24, 2018
Purchase Price (in thousands):
Building and improvements	$	17,558
Intangible lease assets	5,726
Intangible lease origination costs	794
Intangible below market lease liability	(715		)
Total purchase price	$	23,363

Note 2, Summary of Significant Accounting Policies, providesa discussion of the estimated useful life for each asset class.

Pro Forma Financial Information

The following unaudited pro forma statements of operations for the three months ended March 31, 2018, have been prepared for Columbia Property Trust to give effect to the acquisition of Lindbergh Center – Retail as if the acquisition had occurred on January 1, 2017. Columbia Property Trust owned Lindbergh Center – Retail for the entirety of the three months ended March 31, 2019. The following unaudited pro forma financial results for Columbia Property Trust have been prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had this acquisition been consummated as of January 1, 2017 (in thousands):



	Three Months Ended March 31, 2018
Revenues	$	74,458
Net income	$	1,521

Page 16

Dispositions

2019 Dispositions

One & Three Glenlake Parkway

On April 15, 2019, Columbia Property Trust closed on the sale of One & Three Glenlake Parkway for a gross sale price of $227.5 million, and expects to recognize a gain related to the sale in the second quarter of 2019. As described in Note 2, Summary of Significant Accounting Policies, One & Three Glenlake Parkway are classified as held for sale as of March 31, 2019, on the accompanying consolidated balance sheet.

2018 Dispositions

During 2018, Columbia Property Trust disposed of the following properties, or partial interests in properties of unconsolidated joint ventures:



Property	Location	Date	% Sold		Sales Price⁽¹⁾ (in thousands)		Gain on Sale (in thousands)
222 East 41st Street	New York, NY	May 29, 2018	100.0	%	$	332,500	$	—
263 Shuman Boulevard	Chicago, IL	April 13, 2018	100.0	%	$	49,000	$	24,000
University Circle & 333 Market Street Joint Ventures	San Francisco, CA	February 1, 2018	22.5	%	$	235,300	$	800


⁽¹⁾	Exclusive of transaction costs and price adjustments.

⁽²⁾

~~On October 11, 2017, Columbia Property Trust entered a new joint venture partnership with Allianz Real Estate ("Allianz"), which simultaneously acquired 1800 M~~

222 East 41st Street a 10-story, 581,000-square-foot office building in Washington, D.C., that is 94% leased, for a total of $421.0 million (the “1800 M Street Joint Venture”). Columbia Property Trust owns a 55% interest in the 1800 M Street Joint Venture, and Allianz owns the remaining 45%. As of September 30, 2017, Columbia Property Trust had deposited $15.0 million in earnest money related to 1800 M Street, which is included in prepaid expenses and other assets on the accompanying consolidated balance sheet.

⁽³⁾

245-249 West 17th Street is made up of two interconnected 12- and 6-story towers, totaling 281,000 square feet of office and retail space; and 218 West 18th Street is a 12-story, 166,000-square-foot office building. The buildings are located in New York, 100% leased, and unencumbered by debt. As of September 30, 2017, Columbia Property Trust had deposited $25.0 million in earnest money related to this transaction, which is included in prepaid expenses and other assets on the accompanying consolidated balance sheet.

⁽⁴⁾

Columbia Property Trust acquired a 49.5% equity interest in a joint venture that owns the 114 Fifth Avenue property from Allianz (the "114 Fifth Avenue Joint Venture"). 114 Fifth Avenue is a 19-story, 352,000-square-foot building located in Manhattan’s Flatiron District that is 100% leased, and is unencumbered by debt. The 114 Fifth Avenue Joint Venture is owned by Columbia Property Trust (49.5%), Allianz (49.5%), and L&L Holding Company (1.0%). L&L Holding Company is the general partner and will continue to perform asset and property management services for the property.

~~149 Madison Avenue Contract~~

~~In February~~On May 29, 2018, Columbia Property Trust closed on the sale of 222 East 41st Street in New York, for $332.5 million, exclusive of transaction costs. Columbia Property Trust recognized an impairment loss of $30.8 million related to this property in the second quarter of 2018, as further described in Note 2, Summary of Significant Accounting Policies. The proceeds from this transaction were used to fully repay the $180.0 million remaining balance on a bridge loan.

263 Shuman Boulevard

On April 13, 2018, Columbia Property Trust transferred 263 Shuman Boulevard to the lender, which extinguished the $49.0 million mortgage liability, accrued interest, and accrued property operating costs, and resulted in a $24.0 million gain on extinguishment of debt.

University Circle & 333 Market Street Joint Ventures

On July 6, 2017, Columbia Property Trust ~~deposited $12.0 million of earnest money upon entering~~contributed University Circle and 333 Market Street to joint ventures, and simultaneously sold a ~~firm contract to purchase 149 Madison Avenue, a 12-story, 127,000-square-foot office building~~22.5% interest in ~~New York. Closing is expected to occur later this year.~~

~~Page 16~~

~~Dispositions~~

~~During 2016 and 2017,~~these joint ventures. On February 1, 2018, Columbia Property Trust sold an additional 22.5% interest in University Circle and 333 Market Street to its joint venture partner for $235.3 million, which resulted in a $0.8 million gain on sale of unconsolidated joint venture interests. The gain on sale is calculated as the ~~following properties:~~

Property Location Date
Sales Price⁽¹⁾
(in thousands)
Gain (Loss) on Sale (in thousands)
2017
University Circle & 333 Market Street⁽²⁾
San Francisco, CA July 6, 2017 $ 234,000
$ 102,365

Key Center Tower & Marriott⁽³⁾
Cleveland, OH January 31, 2017 $ 267,500
$ 9,500

Houston Properties⁽⁴⁾
Houston, TX January 6, 2017 $ 272,000
$ 63,700

2016
SanTan Corporate Center Phoenix, AZ December 15, 2016 $ 58,500
$ 9,800

Sterling Commerce Dallas, TX November 30, 2016 $ 51,000
$ 12,500

9127 South Jamaica Street Denver, CO October 12, 2016 $ 19,500
$ —
⁽⁵⁾
80 Park Plaza Newark, NJ September 30, 2016 $ 174,500
$ 21,600

9189, 9191 & 9193 South Jamaica Street Denver, CO September 22, 2016 $ 122,000
$ 27,200

800 North Frederick Suburban, MD July 8, 2016 $ 48,000
$ 2,100

100 East Pratt Baltimore, MD March 31, 2016 $ 187,000
$ (300 )


⁽¹⁾	~~Exclusive~~net sales price over the adjusted carrying value of the joint venture interest sold. Following this transaction, ~~costs and price adjustments.~~


⁽²⁾	Columbia Property Trust contributed the 333 Market Street building and the University Circle property to joint ventures, and simultaneously sold a 22.5% interest in those joint ventures for $234.0 million to Allianz Real Estate ("Allianz"), an unrelated third party (collectively, the "San Francisco Joint Ventures").

~~Upon the earlier of July 6, 2018, or when~~ Columbia Property Trust ~~and Allianz jointly invest $600.0 million in additional assets acquisitions (excluding the 114 Fifth Avenue building described above), Allianz will acquire another 22.5%~~owns a 55.0% interest in ~~each~~the University Circle and 333 Market Street joint ventures. The proceeds from the February 1, 2018 transaction were used to reduce the balance on a bridge loan and the Revolving Credit Facility, as described in Note 5, Line of the San Francisco Joint Ventures at the same aggregate price, $234.0 million, adjusted for any capital expenditures made during the intervening period at the properties. The $600.0 million investment hurdle has been reduced by the aggregate adjusted purchase price for the 1800 M Street acquisition described above.

⁽³⁾Credit and Notes Payable.

Key Center Tower & Marriott were sold in one transaction for $254.5 million of gross proceeds and a $13.0 million, 10-year accruing note receivable from the principal of the buyer. As a result, Columbia Property Trust has applied the installment method to account for this transaction, and deferred $13.0 million of the total $22.5 million gain on sale. The Key Center Tower and Key Center Marriott generated net income of $9.6 million for the first nine months of 2016, and a net loss of $1.9 million for the first 31 days of 2017, excluding the gain on sale.


⁽⁴⁾	5 Houston Center, Energy Center I, and 515 Post Oak were sold in one transaction. These properties generated net income of $10.8 million for the first nine months of 2016, and a net loss of $14.9 thousand for the first six days of 2017, excluding the gain on sale.


⁽⁵⁾	~~Columbia Property Trust recorded a de minimus loss on the sale of 9127 South Jamaica Street.~~

Page 17

4. Unconsolidated Joint Ventures

As of ~~September 30, 2017,~~March 31, 2019 and December 31, 2018, Columbia Property Trust ~~owns~~owned interests in the following properties through joint ventures, which are accounted for using the equity method of accounting:


						Carrying Value of Investment								Carrying Value of Investment⁽¹⁾
Joint Venture	Property Name	Geographic Market	Ownership Interest			September 30, 2017		December 31, 2016		Property Name	Geographic Market	Ownership Interest		March 31, 2019		December 31, 2018
Market Square Joint Venture	Market Square	Washington, D.C.	51.0	%		$	126,638	$	127,346	Market Square	Washington, D.C.	51.0	%	$	137,825	$	134,250
University Circle Joint Venture⁽¹⁾	University Circle	San Francisco	77.5	%	⁽²⁾	170,712		—		University Circle	San Francisco	55.0	%	291,159		292,951
333 Market Street Joint Venture⁽¹⁾	333 Market Street	San Francisco	77.5	%	⁽²⁾	288,405		—		333 Market Street	San Francisco	55.0	%	272,519		273,783
114 Fifth Avenue Joint Venture⁽¹⁾	114 Fifth Avenue	New York	49.5	%		112,350		—		114 Fifth Avenue	New York	49.5	%	96,059		99,283
1800 M Street Joint Venture										1800 M Street	Washington, D.C.	55.0	%	234,837		237,333
799 Broadway Joint Venture⁽²⁾										799 Broadway	New York, NY	49.7	%	35,506		33,753
						$	698,105	$	127,346					$	1,067,905	$	1,071,353


⁽¹⁾	~~See Note 3,~~ ~~Real Estate Transactions,~~ ~~for a description of the formation of these joint ventures in the current period.~~ Includes basis differences.

⁽²⁾

~~Upon the earlier of July 6, 2018, or when~~ Columbia Property Trust ~~and Allianz jointly invest $600.0~~capitalized interest of $0.3 million on its investment in ~~additional assets acquisitions (excluding 114 Fifth Avenue), Allianz will acquire from Columbia Property Trust an additional 22.5% interest in each of~~ the ~~University Circle~~799 Broadway Joint Venture ~~and~~during the 333 Market Street Joint Venture, thereby reducing Columbia Property Trust's equity interest in each joint venture to 55.0%. The $600.0 million investment hurdle has been reduced by the aggregate adjusted purchase price for the 1800 M Street acquisition described in Note 3, ~~Real Estate Transactions~~.

three months ended March 31, 2019.

Columbia Property Trust has determined that none of its unconsolidated joint ventures are variable interest entities. However, Columbia Property Trust and its partners have substantive participation rights in the joint ventures, including management selection and termination, and the approval of operating and capital decisions. As such, Columbia Property Trust uses the equity method of accounting to record its investment in these joint ventures. Under the equity method, the investment in the joint venture is recorded at cost and adjusted for cash contributions and distributions, and allocations of income or loss.

Columbia Property Trust evaluates the recoverability of its ~~investment~~investments in unconsolidated joint ventures in accordance with accounting standards for equity investments by first reviewing the investment for any indicators of impairment. If indicators are present, Columbia Property Trust estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management makes an assessment of whether the ~~impairment~~deficit is "temporary" or ~~"other-than-temporary.~~"other-than-temporary," and if other-than-temporary, reduces the carrying value to reflect the estimated fair value by recording an impairment loss. In making this assessment, management considers the following: (1) the length of time and the extent to which fair value has been less than cost and (2) Columbia Property Trust's intent and ability to retain its interest long enough for a recovery in market value. Based on the ~~assessment as~~analysis described above, Columbia Property Trust has determined that none of its investments in joint ventures are ~~other than temporarily~~ impaired as of ~~September 30, 2017.~~

~~Mortgage Debt and Related Guaranty~~

~~The Market Square joint venture is the only joint venture with mortgage debt. As of September 30, 2017 and December~~March 31, 2016, the outstanding balance on the interest-only Market Square mortgage note is $325.0 million, bearing interest at 5.07%. The Market Square mortgage note matures on July 1, 2023. Columbia Property Trust guarantees a portion of the Market Square mortgage note, the amount of which has been reduced to $11.2 million as of September 30, 2017 from $16.1 million as of December 31, 2016, as a result of leasing at the Market Square Buildings. The amount of the guaranty will continue to be reduced as space is leased.2019.

Page 18

Condensed Combined Financial Information

Summarized balance sheet information for each of the unconsolidated joint ventures is as follows (in thousands):


	Total Assets				Total Debt				Total Equity					Total Assets				Total Debt					Total Equity⁽¹⁾
	September 30, 2017		December 31, 2016		September 30, 2017		December 31, 2016		September 30, 2017			December 31, 2016		March 31, 2019		December 31, 2018		March 31, 2019			December 31, 2018		March 31, 2019		December 31, 2018
Market Square Joint Venture	$	582,664	$	587,344	$	324,682	$	324,656	$	239,207		$	242,802	$	586,797	$	582,176	$	324,775	⁽²⁾	$	324,762	$	248,004	$	241,581
University Circle Joint Venture	225,434		—		—		—		217,138		⁽¹⁾	—		225,398		224,746		—			—		218,753		219,390
333 Market Street Joint Venture	385,930		—		—		—		369,177		⁽¹⁾	—		372,814		375,884		—			—		358,452		360,915
114 Fifth Avenue Joint Venture	388,786		—		—		—		174,246		⁽¹⁾	—		498,686		377,970		—			—		143,138		149,243
1800 M Street Joint Venture														441,114		447,585		—			—		424,501		429,016
799 Broadway Joint Venture														170,075		168,390		98,130		⁽³⁾	95,630		69,836		67,189
	$	1,582,814	$	587,344	$	324,682	$	324,656	$	999,768		$	242,802	$	2,294,884	$	2,176,751	$	422,905		$	420,392	$	1,462,684	$	1,467,334

⁽¹⁾

Excludes basis differences. There is an aggregate ~~basis~~net difference of ~~$30.8~~$281.2 million ~~related to the University Circle Joint Venture, the 333 Market Street Joint Venture~~ and ~~the 114 Fifth Avenue Joint Venture. Such difference represents the differences~~$282.0 million as of March 31, 2019 and December 31, 2018, respectively, between the historical costs ~~reflected~~recorded at the joint venture level, and Columbia Property Trust's ~~investment~~investments in ~~the~~unconsolidated joint ventures. ~~The~~Such basis differences result from the timing of each partner's ~~acquisition of an~~joint venture interest ~~in the joint venture~~acquisition; and formation costs incurred by Columbia Property ~~Trust, and will be~~Trust. Basis differences are amortized to income (loss) from unconsolidated joint ventures over the ~~life~~lives of the underlying assets or liabilities.


⁽²⁾	The Market Square Joint Venture has a $325.0 million mortgage note. The Market Square mortgage note bears interest at 5.07% and matures on July 1, 2023. For a discussion of Columbia Property Trust's guaranty of a portion of this mortgage note, see Note 7, Commitments and Contingencies.

⁽³⁾

Reflects $103.1 million outstanding, net of $5.0 million of net unamortized deferred financing costs, on the 799 Broadway construction loan. The 799 Broadway construction loan is being used to finance a portion of the 799 Broadway development project, has total capacity of $187.0 million and bears interest at LIBOR, capped at 4.00%, plus a spread of 425 basis points (the "Construction Loan"). A portion of the monthly interest payments accrue into the balance of the loan. The Construction Loan matures on October 9, 2021, with two one-year extension options. For a discussion of Columbia Property Trust's equity guaranty related ~~assets.~~to the Construction Loan, see Note 7, Commitments and Contingencies.

Summarized income statement information for the unconsolidated joint ventures for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~September 30, 2016~~2018 is as follows (in thousands):


	Total Revenues				Net Income (Loss)						Columbia Property Trust's Share of Net Income (Loss)						Total Revenues				Net Income (Loss)						Columbia Property Trust's Share of Net Income (Loss)⁽¹⁾
	2017		2016		2017			2016			2017			2016			2019		2018		2019			2018			2019			2018
Market Square Joint Venture	$	10,474	$	9,787	$	(4,089	)	$	(3,799	)	$	(2,086	)	$	(1,937	)	$	11,337	$	11,015	$	(2,595	)	$	(3,009	)	$	(1,323	)	$	(1,534	)
University Circle Joint Venture	9,448		—		4,810			—			3,701			—			11,272		10,341		6,364			5,505			3,500			3,429
333 Market Street Joint Venture	6,306		—		3,381			—			2,593			—			7,054		6,668		3,713			3,557			2,042			2,227
114 Fifth Avenue Joint Venture	9,832		—		(2,332		)	—			(1,355		)	—			10,919		10,300		(2,506		)	(2,331		)	(1,240		)	(1,154		)
1800 M Street Joint Venture																	9,454		8,897		388			243			214			133
799 Broadway Joint Venture																	—		—		(526		)	—			(262		)	—
	$	36,060	$	9,787	$	1,770		$	(3,799	)	$	2,853		$	(1,937	)	$	50,036	$	47,221	$	4,838		$	3,965		$	2,931		$	3,101


⁽¹⁾	Excludes amortization of basis differences described in footnote ⁽¹⁾ to the above table, which are recorded as income (loss) from unconsolidated joint ventures in the accompanying consolidated statements of operations.

~~Summarized income statement information for the unconsolidated joint ventures for the nine months ended September 30, 2017 and September 30, 2016 is as follows (in thousands):~~

Page 19

Total Revenues Net Income (Loss) Columbia Property Trust's Share of Net Income (Loss)
2017 2016 2017 2016 2017 2016
Market Square Joint Venture $ 31,036
$ 31,226
$ (11,348 ) $ (10,669 ) $ (5,788 ) $ (5,441 )
University Circle Joint Venture 9,448
—
4,810
—
3,701
—
333 Market Street Joint Venture 6,306
—
3,381
—
2,593
—
114 Fifth Avenue Joint Venture 9,832
—
(2,332 ) —
(1,355 ) —
$ 56,622
$ 31,226
$ (5,489 ) $ (10,669 ) $ (849 ) $ (5,441 )

~~Property~~

Asset and ~~Asset~~Property Management Fees

Columbia Property Trust provides property and asset management services to the Market Square Joint Venture, the University Circle Joint Venture,~~and~~ the 333 Market Street Joint Venture, and the 1800 M Street Joint Venture. Under these agreements, Columbia Property Trust oversees the day-to-day operations of these joint ventures and their properties, including property management, property accounting, and other administrative services. During the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, Columbia Property Trust earned the following fees from these unconsolidated joint ~~ventures:~~ventures (in thousands):

For the three months ended September 30, For the nine months ended September 30,
2017 2016 2017 2016
Market Square Joint Venture $ 496
$ 511
$ 1,468
$ 1,655
University Circle Joint Venture 480
—
480
—
333 Market Street Joint Venture 178
—
178
—
$ 1,154
$ 511
$ 2,126
$ 1,655

~~Page 19~~



	Three Months Ended March 31,
	2019		2018
Market Square Joint Venture	$	568	$	523
University Circle Joint Venture	574		529
333 Market Street Joint Venture	207		197
1800 M Street Joint Venture	520		510
	$	1,869	$	1,759

Columbia Property Trust also received reimbursements of property operating costs of ~~$0.9~~$1.2 million and ~~$0.1~~$1.0 million for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016, respectively, and $1.2 million and $0.4 million for the nine months ended September 30, 2017 and 2016, respectively, which~~2018, respectively. These reimbursements are included in other property income revenues in the accompanying consolidated statements of operations. Property and asset management fees of ~~$0.3~~$0.6 million and ~~$0.1~~$0.7 million ~~respectively,~~ were due to Columbia Property Trust from the joint ventures and are included in prepaid expenses and other assets on the accompanying consolidated balance sheets as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively. Additionally, Columbia Property Trust leases office space from the Market Square Joint Venture, and the 799 Broadway Joint Venture leases retail space from Columbia Property Trust. Under these leases, Columbia Property Trust paid $37,000 to the Market Square Joint Venture and received $30,000 from the 799 Broadway Joint Venture, for the three months ended March 31, 2019.

5. Line of Credit and Notes Payable

As of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016~~2018, Columbia Property Trust had the following line of credit and notes payable indebtedness (excluding bonds payable; see Note 6, Bonds Payable) ~~in thousands:~~(in thousands):

Facility September 30,
2017 December 31,
2016
$300 Million Term Loan $ 300,000
$ 300,000
$150 Million Term Loan 150,000
150,000
263 Shuman Boulevard building mortgage note⁽¹⁾
49,000
49,000
One Glenlake building mortgage note 23,978
26,315
650 California Street building mortgage note —
126,287
221 Main Street building mortgage note —
73,000
Revolving Credit Facility —
—
Less: Deferred financing costs related to term loans and notes payable, net of accumulated amortization (2,611 ) (3,136 )
$ 520,367
$ 721,466



Facility	March 31, 2019			December 31, 2018
Revolving Credit Facility	$	533,000		$	482,000
$150 Million Term Loan	150,000			150,000
Less: Deferred financing costs related to term loans and notes payable, net of accumulated amortization	(2,544		)	(2,692		)
	$	680,456		$	629,308

⁽¹⁾

On December 7, 2018, Columbia Property Trust amended and restated its $500.0 million revolving credit facility and $300.0 million unsecured term loan (together, the "Credit Agreement"). The Credit Agreement provides for (i) a $650.0 million unsecured revolving credit facility (the "Revolving Credit Facility"), with an initial term ending January 31, 2023 and two six-month extension options (for a total possible extension option of one year to January 31, 2024), subject to the paying of certain fees and the satisfaction of certain other conditions, and (ii) a 12-month, delayed-draw, $300.0 million unsecured term loan, with a term ending January 31, 2024 (the "$300 Million Term Loan"). The $300 Million Term Loan remains undrawn at March 31, 2019 and may be drawn until December 7, 2019.

At Columbia Property Trust's option, borrowings under the Credit Agreement bear interest at either (i) the alternate base rate plus an applicable margin based on five stated pricing levels ranging from 0.00% to 0.45% for the Revolving Credit Facility and 0.00% to 0.65% for the $300 Million Term Loan, or (ii) the LIBOR rate, as defined in the credit agreement, plus an applicable margin based on five stated pricing levels ranging from 0.775% to 1.45% for the Revolving Credit Facility and 0.85% to 1.65% for the $300 Million Term Loan, in each case based on the Columbia Property Trust's credit rating.

The OfficeMax lease expired in May 2017, and the mortgage note matured in July 2017. Columbia Property Trust is working with the special-servicer to effect the transfer of the property to the lender in settlement of the loan principal, accrued interest expense and accrued property operating expenses. In the third quarter of 2017, Columbia Property Trust accrued related interest expense of $1.3 million at the default rate of 10.55%, and property operating expenses of $0.2 million, primarily related to property taxes.

Fair Value of Debt

The estimated fair value of Columbia Property Trust's line of credit and notes payable as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, was approximately ~~$524.2~~$683.1 million and ~~$728.5~~$632.1 million, respectively. The related carrying value of the line of credit and notes payable as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, was ~~$523.0~~$683.0 million and ~~$724.6~~$632.0 million, respectively. Columbia Property Trust estimated the fair value of the ~~$300~~$150 Million Term Loan ~~(the "$300 Million Term Loan")~~ and the Revolving Credit Facility ~~(the "Revolving Credit Facility")~~ by obtaining estimates for similar

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facilities from multiple market participants as of the respective reporting dates. Therefore, the fair values determined are considered to be based on observable market data for similar instruments (Level 2). The fair values of all other debt instruments were estimated based on discounted cash flow analyses using the current incremental borrowing rates for similar types of borrowing arrangements as of the respective reporting dates. The discounted cash flow method of assessing fair value results in a general approximation of value, and such value may never actually be realized.

Interest Paid and Capitalized ~~and Debt Covenants~~

During the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~,2018, Columbia Property Trust made interest payments ~~totaling~~of approximately ~~$15.6~~$5.6 million and ~~$21.7~~$6.3 million, ~~respectively, of which approximately $0.4 million and $0.2 million, respectively, was capitalized. As of September 30, 2017,~~ respectively.

Columbia Property Trust ~~believes it is~~capitalizes interest on development, redevelopment, and improvement projects funded directly and through its interest in unconsolidated joint ventures, using the weighted-average interest rate of its consolidated borrowings for the period. During the three months ended March 31, 2019, Columbia Property Trust capitalized interest of $1.2 million, $0.9 million of which was capitalized to construction in progress, and $0.3 million of which was capitalized to investments in unconsolidated joint ventures. During the three months ended March 31, 2018, Columbia Property Trust capitalized interest of $0.9 million, all of which was capitalized to construction in progress. For the three months ended March 31, 2019, the weighted average interest rate on Columbia Property Trust’s outstanding borrowings was 3.59%.

Debt Covenants

As of March 31, 2019, Columbia Property Trust was in compliance with ~~the restrictive financial~~all of its debt covenants on its term loans and the Revolving Credit ~~Facility, and notes payable obligations.~~

~~Debt Repayments~~

On August 17, 2017, Columbia Property Trust repaid the $124.8 million balance of the 650 California Street building mortgage note, which was originally scheduled to mature on July 1, 2019. Columbia Property Trust recognized a loss on early extinguishment of debt of $0.3 million related to unamortized deferred financing costs.

On March 10, 2017, Columbia Property Trust repaid the $73.0 million balance of the 221 Main Street building mortgage note, which was originally scheduled to mature on May 10, 2017. Columbia Property Trust recognized a loss on early extinguishment of debt of $45,000 related to unamortized deferred financing costs.

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~~Term Loan Amendment~~

On July 25, 2017, Columbia Property Trust amended the terms of its $150 Million Term Loan, to reduce the current interest rate from 3.52% to 3.07% per annum. The amendment reduced the interest rate from LIBOR, plus an applicable margin ranging from 1.40% to 2.35%, to LIBOR, plus an applicable margin ranging from 0.90% to 1.75%. The maturity date, debt covenants, and other terms of the $150 Million Term Loan are unchanged. The interest rate is effectively fixed with an interest rate swap agreement, which is designated as a cash flow hedge.Facility.

6. Bonds Payable

~~On August 12, 2016,~~ Columbia Property Trust ~~OP issued~~has two series of bonds outstanding as of March 31, 2019 and December 31, 2018: $350.0 million of 10-year, unsecured 3.650% senior notes issued at 99.626% of their face value (the "2026 Bonds Payable")~~, which are guaranteed by Columbia Property Trust. Columbia Property Trust OP received net proceeds from the 2026 Bonds Payable of $346.4 million, which were used to redeem $250.0~~; and $350.0 million of ~~seven-year,~~10-year, unsecured ~~5.875%~~4.150% senior notes issued at 99.859% of their face value (the ~~"2018~~"2025 Bonds Payable"), (collectively, the "Bonds Payable"). ~~The 2026 Bonds Payable~~Both series of bonds require semi-annual interest payments in February and August based on a contractual annual interest rate of 3.650%. In the accompanying consolidated balance sheets, the 2026 Bonds Payable are shown net of the initial issuance discount of approximately $1.3 million, which is being amortized to interest expense over the term of the 2026 Bonds Payable using the effective interest method.payments. The principal amount of the 2026 Bonds Payable is due and payable on ~~the maturity date,~~ August 15, ~~2026.~~

In March 2015, Columbia Property Trust OP issued $350.0 million of 10-year, unsecured 4.150% senior notes at 99.859% of their face value (the "2025 Bonds Payable"), which are guaranteed by Columbia Property Trust. Columbia Property Trust OP received proceeds from2026, and the 2025 Bonds Payable, net of fees, of $347.2 million. The 2025 Bonds Payable require semi-annual interest payments in April and October based on a contractual annual interest rate of 4.150%. In the accompanying consolidated balance sheets, the 2025 Bonds Payable are shown net of the initial issuance discount of approximately $0.5 million, which is being amortized to interest expense over the term of the 2025 Bonds Payable using the effective interest method. The principal amount of the 2025 Bonds Payable is due and payable on ~~the maturity date,~~ April 1, 2025.

Interest payments of ~~$20.1~~$6.4 million were made on the ~~2026 Bonds Payable and 2025~~ Bonds Payable during both the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019 and ~~$20.8 million in interest payments were made on the 2025 Bonds Payable or the 2018 Bonds Payable during the~~ ~~nine~~ ~~months ended September 30, 2016.~~2018. Columbia Property Trust is subject to substantially similar covenants under the 2026 Bonds Payable and the 2025 Bonds Payable. As of ~~September 30, 2017~~,March 31, 2019, Columbia Property Trust ~~believes it~~ was in compliance with the restrictive financial covenants on the 2026 Bonds Payable and the 2025 Bonds Payable.

As of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, the estimated fair value of the ~~2026 Bonds Payable and the 2025~~ Bonds Payable was approximately ~~$702.9~~$695.1 million and ~~$703.1~~$685.0 million, ~~respectively. The~~respectively, and the related carrying value, ~~of the bonds payable,~~ net of discounts, as of ~~September 30, 2017~~both March 31, 2019 and December 31, ~~2016,~~2018 was ~~$698.5 million and $698.3 million, respectively.~~$698.7 million. The fair value of the ~~bonds payable~~Bonds Payable was estimated based on a discounted cash flow ~~analyses~~analysis, using ~~the current incremental borrowing rates~~observable market data for its bonds payable and similar ~~types of borrowings as the bonds as of the respective reporting dates~~instruments (Level 2). The discounted cash flow method of assessing fair value results in a general approximation of value, which may differ from the price that could be achieved in a market transaction.


7.	Commitments and Contingencies

Commitments Under Existing Lease Agreements

Certain lease agreements include ~~provisions~~tenant allowances that, at the option of the tenant, may obligate Columbia Property Trust to expend capital to ~~expand~~improve an existing property, or to provide other expenditures for the benefit of the tenant. As of ~~September 30, 2017, no tenants have exercised such options that have not been materially satisfied or recorded~~March 31, 2019, Columbia Property Trust had one individually significant unrecorded tenant allowance commitment: $28.3 million for the WeWork lease at 149 Madison Avenue. These commitments will be accrued as ~~a liability on~~ the ~~accompanying consolidated balance sheet.~~related costs are incurred.

~~Guaranty~~Guaranties of Debt of Unconsolidated Joint ~~Venture~~Ventures

~~Upon entering into the Market Square Joint Venture in October 2015,~~ Columbia Property Trust ~~entered into a guaranty~~guarantees portions of ~~a $25.0~~the debt at two of its unconsolidated joint ventures (see Note 4, Unconsolidated Joint Ventures).

As of March 31, 2019, Columbia Property Trust guaranteed $4.0 million ~~portion~~ of the $325.0 million Market Square mortgage ~~note,~~loan. In April 2019, as a result of additional leasing, the guaranty was reduced to $0 and eliminated.

As of March 31, 2019, the 799 Broadway Joint Venture has $103.1 million in outstanding borrowings on the Construction Loan. Pursuant to a joint and several guaranty agreement with the Construction Loan lender, Columbia Property Trust and its joint venture partner are required to make aggregate additional equity contributions to the joint venture based on the initial expected project costs, less the amount of equity contributions made to date. As of March 31, 2019, the remaining equity contribution requirement is $47.7 million, of which ~~is reduced as space is leased. As a result of leasing, the guaranty has been reduced to $11.2~~$23.7 million ~~as of September 30, 2017.~~reflects Columbia Property ~~Trust believes that the likelihood of making a payment under this guaranty is remote; therefore, no liability has been recorded related to this guaranty as of September 30, 2017.~~Trust's allocated

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share. Equity contributions become payable by Columbia Property Trust to the joint venture when a capital call is received. As of March 31, 2019, no capital calls remain unpaid; therefore, no liability has been recorded related to this guaranty.

Litigation

Columbia Property Trust is subject to various legal proceedings, claims, and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any reasonably possible loss relating to these matters using the latest information available. Columbia Property Trust records a liability for litigation if an unfavorable outcome is probable, and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, Columbia Property Trust accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, Columbia Property Trust accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, Columbia Property Trust discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, Columbia Property Trust discloses the nature and estimate of the possible loss of the litigation. Columbia Property Trust does not disclose information with respect to litigation where the possibility of an unfavorable outcome is considered to be remote. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business, or financial condition of Columbia Property Trust. Columbia Property Trust is not currently involved in any legal proceedings of which management would consider the outcome to be reasonably likely to have a material adverse effect on the results of operations, liquidity, or financial condition of Columbia Property Trust.


8.	Stockholders' Equity

Common Stock Repurchase Program

Columbia Property Trust's board of directors authorized the repurchase of up to an aggregate of $200 million of its common stock, par value $0.01 per share, from September 4, 2015 through September 4, 2017 (the "2015 Stock Repurchase Program"). Under the 2015 Stock Repurchase Program, Columbia Property Trust acquired 5.6 million shares at an average price of $21.85 per share, for aggregate purchases of $121.4 million. Columbia Property Trust's board of directors authorized a ~~second~~ stock repurchase program to purchase up to an aggregate of $200.0 million of its common stock, par value $0.01 per share, from September 4, 2017 through September 4, 2019 (the "2017 Stock Repurchase Program"). During the three months ended ~~September 30, 2017,~~March 31, 2019, Columbia Property Trust ~~repurchased an additional 1.4 million shares at an average price of $21.02 per~~did not make any share ~~for aggregate purchases of $30.1 million under the 2015 Stock Repurchase Program and 2017 Stock Repurchase Program.~~repurchases. As of ~~September 30, 2017, $194.8~~March 31, 2019, $124.4 million remains available for repurchases under the 2017 Stock Repurchase Program. Common stock repurchases are charged against equity as incurred, and the repurchased shares are retired. Columbia Property Trust will continue to evaluate the purchase of shares, primarily through open market transactions, which are subject to market conditions and other factors.

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Long-Term Incentive ~~Plan~~Compensation

Columbia Property Trust maintains a ~~shareholder-approved,~~stockholder-approved, long-term incentive plan (the ~~"LTIP"~~"LTI Plan") that provides for grants of up to 4.8 million shares of stock to be made to certain employees and independent directors of Columbia Property Trust.

~~In 2017,~~Employee Awards

Under the LTI Plan, Columbia Property Trust ~~has~~grants time-based stock awards and performance-based restricted stock unit awards to its employees.

On January 1, 2019, Columbia Property Trust granted ~~139,825~~175,129 shares of ~~common~~ stock awards (the "Time-Based Restricted Shares") to employees, ~~under the LTIP for 2017. Such awards are time-based and~~which will vest ratably on each anniversary of the grant over the next four years. ~~Performance-based~~On January 1, 2019, Columbia Property Trust granted 221,199 of performance-based restricted stock ~~unit awards representing 330,880 shares were also made in 2017.~~units (the "Performance-Based RSUs"), of which 75% will vest at the conclusion of a three-year performance period, and the remaining 25% will vest one year later. The payout of ~~these performance-based awards can range from 0% to 150%, depending~~the 2019 Performance-Based RSUs will be determined based on Columbia Property Trust's total ~~shareholder~~stockholder return relative to the FTSE NAREIT Equity Office ~~Index, over~~Index. Below is a three-year performance period. At the conclusion of the three-year performance period, 75% of the shares earned will vest, and the remaining 25% vest one year later. The performance-based awards also include one- and two-year transitional awards, which will vest at the end of the respective performance periods. The awards will be expensed over the vesting period, using the estimated fair value for each award. Time-based awards will be expensed using the grant-date fair value or closing price of the award on the grant date. Performance-based awards will be expensed over the vesting period at the estimated fair value of the grant date, as determined by the Monte Carlo valuation method.

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Additionally, on January 20, 2017, Columbia Property Trust granted 193,535 shares of common stock to employees, net of 17,938 shares withheld to settle the related tax liability, under the LTIP for 2016 performance, of which 25% vested upon grant; the remaining shares will vest ratably, with the passage of time, on January 31, 2018, 2019, and 2020. Employees receive quarterly dividends related to their entire grant, including the unvested shares, on each dividend payment date. A summary of the ~~activity for the~~ employee ~~stock grants~~awards issued under the ~~LTIP for~~LTI Plan in the ~~nine~~three months ended ~~September 30, 2017 follows:~~March 31, 2019:


	For the Nine Months Ended September 30, 2017				Time-Based Awards				Performance-Based Awards
	Shares (in thousands)		Weighted-Average Grant-Date Fair Value⁽¹⁾		Restricted Shares (in thousands)		Weighted-Average Grant-Date Fair Value⁽¹⁾		RSUs (in thousands)			Weighted-Average Grant-Date Fair Value⁽²⁾
Unvested shares – beginning of period	256		$	22.62
Unvested awards – beginning of period					375		$	22.15	454			$	19.37
Granted	664		$	20.20	175		$	19.35	256		⁽³⁾	$	17.66
Vested	(161	)	$	22.67	(165	)	$	21.98	(121	)		$	19.08
Forfeited	(9	)	$	21.12	—		$	—	—			$	—
Unvested shares – end of period⁽²⁾	750		$	20.48
Unvested awards – end of period⁽⁴⁾					385		$	20.95	589			$	18.77


⁽¹⁾	~~Columbia Property Trust determined~~Reflects the weighted-average, grant-date fair value using the market closing price on the date of the respective grants.


⁽²⁾	Reflects the weighted-average, grant-date fair value using a Monte Carlo valuation.


⁽³⁾	Includes approximately 35,000 RSUs, which were converted to shares based on performance, as defined by the LTI Plan, over the period from January 1, 2017 through December 31, 2018.

⁽⁴⁾

As of ~~September 30, 2017, we expect~~March 31, 2019, Columbia Property Trust expects approximately ~~694,928~~370,000 of the ~~750,000~~385,000 unvested ~~shares~~restricted stock units to ultimately vest and approximately 566,000 of the 589,000 unvested Performance-Based RSUs, assuming a ~~weighted average~~weighted-average forfeiture rate of ~~4.7%~~3.8%, which was determined based on ~~peer company data, adjusted for the specifics of the LTIP.~~historical forfeiture rates.

~~During the nine months ended September 30, 2017 and 2016,~~ Director Stock Grants

Columbia Property Trust ~~paid~~grants equity retainers to its ~~independent~~ directors under the ~~LTIP by granting~~LTI Plan. Such grants vest immediately. Beginning in May 2017, these grants are made annually for the following ~~shares, all of which vested immediately:~~year. For the three months ended March 31, 2018 and 2019, no stock grants were made to the directors.

Stock-Based Compensation Expense

Date of Grant Shares Grant-Date Fair Value
2017 Director Grants:
January 3, 2017 8,279
$ 21.58
May 2, 2017 33,581
⁽¹⁾
$ 22.57
2016 Director Grants:
January 4, 2016 7,439
$ 23.00
April 1, 2016 8,120
$ 21.89
July 1, 2016 8,158
$ 21.52


⁽¹⁾	~~On May 2, 2017, the independent directors’ equity retainers were paid for the ensuing annual period. Prior to this time, the independent directors’ equity retainers were paid quarterly.~~

For the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, Columbia Property Trust incurred ~~the~~ stock-based compensation expense related to the following events (in thousands):

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Amortization of LTIP awards $ 917
$ 650
$ 2,721
$ 2,190
Amortization of future LTIP awards⁽¹⁾
639
91
1,851
797
Issuance of shares to independent directors —
176
937
525
Total stock-based compensation expense $ 1,556
$ 917
$ 5,509
$ 3,512



	Three Months Ended March 31,
	2019		2018
Amortization of time-based awards granted under the LTI Plan	$	884	$	1,036
Amortization of performance-based awards granted under the LTI Plan⁽¹⁾	655		492
Total stock-based compensation expense	$	1,539	$	1,528


⁽¹⁾	Reflects amortization of ~~LTIP~~ awards made under the LTI Plan for service during the current period, for which shares will be issued in future periods.

These expenses are included in general and administrative expenses –corporate in the accompanying consolidated statements of operations. As of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, there ~~was $9.9~~were $13.6 million and ~~$3.2~~$8.6 million, respectively, of unrecognized compensation costs related to unvested awards under the ~~LTIP,~~LTI Plan, which will be amortized over the respective vesting period, ranging from one to four years at the time of grant. Effective in 2017, Columbia Property Trust changed from an LTIP measured over a one-year performance period to an LTIP measured over a three-year performance period and, as a result, has issued additional unvested shares this year.

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9. Supplemental Disclosures of Noncash Investing and Financing Activities

Outlined below are significant noncash investing and financing activities for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 (in thousands):

Nine Months Ended
September 30,
2017 2016
Investments in real estate funded with other assets $ 311
$ 1,442
Real estate assets transferred to unconsolidated joint ventures $ 558,122
$ —
Other assets transferred to unconsolidated joint ventures $ 43,670
$ —
Other liabilities transferred to unconsolidated joint ventures $ 21,347
$ —
Discount on issuance of bonds payable $ —
$ 1,309
Deposits applied to sales of real estate $ 10,000
$ —
Amortization of net discounts on debt $ 135
$ 222
Market value adjustments to interest rate swaps that qualify for hedge accounting treatment $ 146
$ (5,629 )
Accrued capital expenditures and deferred lease costs $ 25,866
$ 16,074
Accrued deferred financing costs $ —
$ 12
Common stock issued to employees and directors, and amortized (net of income tax withholdings) $ 4,061
$ 2,339



	Three Months Ended March 31,
	2019			2018
Amortization of net discounts on debt	$	45		$	45
Accrued investments in unconsolidated joint ventures	$	88		$	—
Accrued capital expenditures and deferred lease costs	$	19,603		$	12,414
Operating lease liability recorded at adoption of ASC 842	$	34,791		$	—
Market value adjustments to interest rate swaps that qualify for hedge accounting treatment	$	(1,431	)	$	2,514
Cumulative-effect adjustment to equity for the adoption of ASU 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Non-Financial Assets	$	—		$	357,755
Amortization of common stock issued to employees and directors	$	1,539		$	1,528

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10. Leases

Columbia Property Trust as Lessee

Columbia Property Trust is a lessee on ground leases at certain of its investment properties, office space leases, and various information technology equipment leases. Operating lease assets represent Columbia Property Trust's right to use the underlying asset over the lease term, and operating lease liabilities represent Columbia Property Trust's obligation to make lease payments over the lease term. Operating lease liabilities are measured as the present value of lease payments over the lease term. As most of Columbia Property Trust's leases do not provide an implicit rate, Columbia Property Trust uses its incremental borrowing rate, based on information available at commencement, to calculate the present value of lease payments. Lease term extensions are included in the operating lease liability when it is reasonably certain that they will be exercised. Any variable payments for non-lease services provided under leases are expensed as incurred. Operating lease assets are measured based on the corresponding operating lease liability amount, reduced for lease incentives and straight-line rent payable (receivable) balances at adoption of ASC 842. Operating lease expense is recognized on a straight-line basis over the lease term, and is reflected as property operating costs for ground leases and as general and administrative – corporate for all other operating leases. Contracts are evaluated at commencement to determine if the contract contains a lease, and the appropriate classification for such leases.

As of March 31, 2019, Columbia Property Trust has three ground leases with remaining lease terms ranging from 58 years to 111 years, inclusive of renewal options, which are included in operating lease assets of $63.8 million. Under one of the ground leases, payments for all future periods have already been made. Thus, as of March 31, 2019, operating lease liabilities of $34.7 million reflect the present value of future payments due under the other two ground leases, which have remaining lease terms ranging from 80 years to 111 years, inclusive of renewal options.

As of March 31, 2019, the future minimum lease payments to be made by Columbia Property Trust under its operating leases are as follows (thousands):



Remainder of 2019	$	1,877
2020	2,539
2021	2,704
2022	2,743
2023	2,023
2024	1,962
Thereafter	174,821
Total lease payments	188,669
Less: interest expense	(153,931		)
Present value of lease liabilities	$	34,738
Weighted-average remaining lease term (years)	76 years
Weighted-average discount rate	6.6		%

As of December 31, 2018, the future minimum lease payments to be made by Columbia Property Trust under its operating leases are as follows (in thousands):



2019	$	2,502
2020	2,539
2021	2,704
2022	2,743
2023	2,023
Thereafter	176,782
Total	$	189,293

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Columbia Property Trust's operating leases had the following impacts on the consolidated balance sheet as of March 31, 2019 (in thousands):



	Ground Leases		Office Lease		Total Operating Leases
Assets:
Total operating lease assets	$	61,849	$	1,980	$	63,829
Liabilities:
Total operating lease liabilities	$	32,112	$	2,626	$	34,738

Columbia Property Trust's operating leases had the following impacts on the consolidated statements of operations for the three months ended March 31, 2019 (in thousands):



	Ground Leases		Office Lease		Total Operating Leases
Property operating costs	$	692	$	—	$	692
General and administrative – corporate	—		145		145
Total operating lease expenses	$	692	$	145	$	837

Columbia Property Trust's operating leases had the following impacts on the consolidated statements of cash flows for the three months ended March 31, 2019:



	Ground Leases			Office Lease			Total Operating Leases
Cash paid for operating lease liabilities included in cash flows from operations	$	(451	)	$	(174	)	$	(625	)

Columbia Property Trust as Lessor

Columbia Property Trust owns and leases commercial real estate, primarily office space, to tenants under operating leases for specified periods of time. Some of Columbia Property Trust's leases contain extension and/or termination options; however, the exercise of these extensions or terminations is at the discretion of the tenant and subject to negotiations. Therefore, such options are only recognized once they are deemed reasonably certain, typically at the time the option is exercised. Rental income related to such leases is recognized on a straight-line basis over the remaining lease period, and is included in rental income and tenant reimbursements on the consolidated statements of operations. Contracts are evaluated at commencement to determine if the contract contains a lease, and the appropriate classification for such leases. As of March 31, 2019, the weighted-average remaining term for such leases is approximately 6.9 years.

Rental income and tenant reimbursements include fixed and variable payments. Fixed payments primarily relate to base rent; and variable payments primarily relate to tenant reimbursements for certain property operating costs. Fixed and variable payments for the three months ended March 31, 2019 are as follows (in thousands):



	Three Months Ended March 31, 2019
Fixed payments	$	65,517
Variable payments	6,345
Total rental income and tenant reimbursements	$	71,862

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As of March 31, 2019, the future minimum lease payments due to Columbia Property Trust under non-cancelable operating leases are as follows (thousands):



Remainder of 2019	$	184,860
2020	251,836
2021	225,294
2022	213,492
2023	196,011
2024	183,205
Thereafter	939,626
Total	$	2,194,324

As of December 31, 2018, the future minimum lease payments due to Columbia Property Trust under non-cancelable operating leases are as follows (in thousands):



2019	$	242,370
2020	247,826
2021	221,692
2022	209,845
2023	192,261
Thereafter	1,106,275
Total	$	2,220,269

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Table of Contents

11. Non-Lease Revenues

Columbia Property Trust derives most of its revenues from leases, as described in Note 10, Leases. Columbia Property Trust also has the following non-lease revenue streams.

Asset and Property Management Fee Income

Under asset and property management agreements in place with certain of its unconsolidated joint ventures, Columbia Property Trust earns revenue for performing asset and property management functions for properties owned through its joint ventures, as further described in Note 4, Unconsolidated Joint Ventures. For the three months ended March 31, 2019 and 2018, Columbia Property Trust earned revenues of $1.9 million and $1.8 million, respectively, under these agreements.

Leasing Override Fees

Under the asset management agreements for certain properties owned through unconsolidated joint ventures, Columbia Property Trust is eligible to earn leasing override fees equal to a percentage of the total rental payments to be made by the tenant over the term of the lease. For the three months ended March 31, 2019, Columbia Property Trust earned leasing override fees of $3,000, which are included in asset and property management fee income on the accompanying consolidated statements of operations.

Salary and Other Reimbursement Revenue

Under the property management agreements for certain properties owned through unconsolidated joint ventures, Columbia Property Trust receives reimbursements for salaries and property operating costs for services that are provided by Columbia Property Trust employees on an ongoing basis. For the three months ended March 31, 2019 and 2018, Columbia Property Trust earned salary and other reimbursement revenue of $1.1 million and $1.0 million, respectively, which is included in other property income on the accompanying consolidated statements of income.

Miscellaneous Revenue

Columbia Property Trust also receives revenues for services provided to its tenants through the TRS Entities, including fitness centers, shuttles, and cafeterias, which are included in other property income on the accompanying consolidated statements of income. For both the three months ended March 31, 2019 and 2018, Columbia Property Trust earned miscellaneous revenue of $0.2 million, which is included in other property income on the accompanying consolidated statements of income.

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12. Earnings Per Share

For the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, in computing the basic and diluted earnings per share, net income has been reduced for the dividends paid on unvested shares ~~related to unvested awards~~granted under the ~~LTIP.~~LTI Plan. The following table reconciles the numerator for the basic and diluted earnings-per-share computations shown on the consolidated statements of operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
Net income	$	101,534		$	36,898		$	177,389		$	56,881		$	3,513		$	1,498
Distributions paid on unvested shares	(84		)	(77		)	(253		)	(237		)	(77		)	(73		)
Net income used to calculate basic and diluted earnings per share	$	101,450		$	36,821		$	177,136		$	56,644		$	3,436		$	1,425

The following table reconciles the denominator for the basic and diluted earnings-per-share computations shown on the consolidated statements of operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, respectively (in thousands):

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Weighted-average common shares – basic 120,293
123,215
121,270
123,271
Plus incremental weighted-average shares from time-vested conversions, less assumed
share repurchases:

Previously granted LTIP awards, unvested 116
82
89
46
Future LTIP awards 120
53
99
31
Weighted-average common shares – diluted 120,529
123,350
121,458
123,348



	Three Months Ended March 31,
	2019	2018
Weighted-average common shares – basic	116,462	119,082
Plus incremental weighted-average shares from time-vested conversions, less assumed stock repurchases:
Previously granted awards, unvested	90	70
Future period LTI Plan awards	328	198
Weighted-average common shares – diluted	116,880	119,350

~~11.~~13. Segment Information

Columbia Property Trust establishes operating segments at the property level and aggregates individual properties into reportable segments for high-barrier-to-entry markets and other geographic locations in which Columbia Property Trust has significant investments. Columbia Property Trust considers geographic location when evaluating its portfolio composition and in assessing the ongoing operations and performance

~~Page 24~~

~~Table of Contents~~

of its properties. As of ~~September 30, 2017,~~March 31, 2019, Columbia Property Trust had the following reportable segments: New York, San Francisco, Atlanta, Washington, D.C., Boston, Los Angeles, and all other office markets. The all other office markets reportable segment consists of properties in similar low-barrier-to-entry geographic locations in which Columbia Property Trust does not have a substantial presence and does not plan to make further investments. During the periods presented, there have been no material ~~inter-segment~~intersegment transactions.

Net operating income ("NOI") is a non-GAAP financial measure. NOI is the primary performance measure reviewed by management to assess operating performance of properties and is calculated by deducting operating expenses from operating revenues. Operating revenues include rental income, tenant reimbursements, ~~hotel income,~~ and other property income; and operating expenses include property ~~and hotel~~ operating costs. The NOI performance metric consists only of ~~only~~ revenues and expenses directly related to real estate rental operations. NOI reflects property acquisitions and dispositions, occupancy levels, rental rate increases or decreases, and the recoverability of operating expenses. NOI, as Columbia Property Trust calculates it, may not be directly comparable to similarly titled, but differently calculated, measures for other REITs.

~~When assessing ongoing performance of our reportable segments, management does not evaluate assets or~~Asset information and capital expenditures by ~~reportable segment. Additionally, expenses, such as depreciation~~segment are not reported because Columbia Property Trust does not use these measures to assess performance. Depreciation and amortization expense, along with other expense and ~~others included in the reconciliation~~income items, are not allocated among segments.

Page 29

Table of ~~GAAP net income to NOI, are reviewed by management on a consolidated basis, rather than by reportable segment.~~Contents

The following table presents operating revenues included in NOI by geographic reportable segment for Columbia Property Trust's respective ownership interests (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,				Three Months Ended March 31,
	2017			2016		2017		2016		2019		2018
New York⁽¹⁾	$	30,488		$	23,996	$	83,598	$	89,683	$	38,696	$	40,909
San Francisco⁽²⁾	25,337			26,407		80,112		82,310		27,763		23,520
Atlanta	9,401			9,192		28,239		27,625		11,223		9,858
Washington, D.C.⁽³⁾	8,494			7,689		23,622		25,602		14,130		13,972
Boston	2,734			2,879		8,358		8,782		3,674		3,370
Los Angeles	1,899			1,635		5,534		5,526		1,934		1,920
All other office markets	2,772			39,558		17,219		124,383		3,903		3,936
Total office segments	81,125			111,356		246,682		363,911		101,323		97,485
Hotel	(24		)	6,343		1,199		17,705
Corporate	526			48		273		430		786		681
Total operating revenues	$	81,627		$	117,747	$	248,154	$	382,046	$	102,109	$	98,166


⁽¹⁾	Includes operating revenues for ~~49.5% of~~one unconsolidated property, 114 Fifth Avenue, based on ~~our~~Columbia Property Trust's ownership ~~interest, from July 6, 2017 through September 30, 2017, which are included in equity in income (loss) of unconsolidated joint ventures in the accompanying consolidated statements of operations.~~interest: 49.5% for all periods presented.

⁽²⁾

Includes operating revenues for ~~100.0% of 333 Market Street and University Circle through July 5, 2017. Includes operating revenues for 77.5% of~~two unconsolidated properties, 333 Market Street and University Circle, based on ~~our~~Columbia Property Trust's ownership ~~interest,~~interests: 77.5% from ~~July 6, 2017~~January 1, 2018 through ~~September 30, 2017, which are included in equity in income (loss) of unconsolidated joint ventures in the accompanying consolidated statements of operations.~~January 31, 2018; and 55.0% from February 1, 2018 through March 31, 2019.


⁽³⁾	Includes operating revenues for two unconsolidated properties, Market Square and 1800 M Street, based on Columbia Property Trust's ownership interests: 51.0% offor the Market Square ~~buildings based on our ownership interest,~~and 55.0% for 1800 M Street for all periods presented.

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~~Table of Contents~~

~~The following table presents NOI by geographic reportable segment (in thousands):~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
New York⁽¹⁾
$ 16,536
$ 11,380
$ 50,411
$ 52,515
San Francisco⁽²⁾
18,166
20,095
57,733
60,547
Atlanta 8,500
8,249
25,078
24,756
Washington, D.C.⁽³⁾
4,209
3,632
11,052
13,303
Boston 1,196
1,425
3,797
4,111
Los Angeles 1,155
894
3,439
3,336
All other office markets 4,071
23,723
15,598
76,111
Total office segments 53,833
69,398
167,108
234,679
Hotel (24 ) 1,301
(914 ) 3,171
Corporate (364 ) (59 ) (489 ) (137 )
Total $ 53,445
$ 70,640
$ 165,705
$ 237,713


⁽¹⁾	Includes NOI for 49.5% of 114 Fifth Avenue based on our ownership interest, from July 6, 2017 through September 30, 2017, which is included in equity in income (loss) of unconsolidated joint ventures in the accompanying consolidated statements of income.


⁽²⁾	Includes NOI for 100.0% of 333 Market Street and University Circle through July 5, 2017. Includes NOI for 77.5% of 333 Market Street and University Circle based on our ownership interest, from July 6, 2017 through September 30, 2017, which is included in equity in income (loss) of unconsolidated joint ventures in the accompanying consolidated statements of income.


⁽³⁾	~~Includes NOI for 51.0% of the Market Square buildings based on our ownership interest, for all periods presented.~~

A reconciliation of GAAP revenues to operating revenues is presented below (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
Total revenues	$	60,362		$	113,266		$	217,375		$	367,775		$	75,433		$	73,710
Operating revenues included in income (loss) from unconsolidated joint ventures⁽¹⁾	22,419			4,992			32,905			15,926
Asset and property management fee income⁽²⁾	(1,154		)	(511		)	(2,126		)	(1,655		)
Operating revenues included in income from unconsolidated joint ventures⁽¹⁾													28,545			26,215
Less: asset and property management fee income⁽²⁾													(1,869		)	(1,759		)
Total operating revenues	$	81,627		$	117,747		$	248,154		$	382,046		$	102,109		$	98,166


⁽¹⁾	Columbia Property Trust records its interest in properties held through unconsolidated joint ventures using the equity method of accounting, and reflects its interest in the operating revenues of these properties in income ~~(loss)~~ from unconsolidated joint ventures in the accompanying consolidated statements of operations.


⁽²⁾	See Note 4,11, ~~Unconsolidated Joint Ventures~~Non-Lease Revenues, of the accompanying consolidated financial statements.

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The following table presents NOI by geographic reportable segment (in thousands):



	Three Months Ended March 31,
	2019			2018
New York⁽¹⁾	$	22,806		$	24,179
San Francisco⁽²⁾	20,497			19,554
Atlanta	8,151			8,754
Washington, D.C.⁽³⁾	8,453			8,330
Boston	1,989			1,768
Los Angeles	1,119			1,208
All other office markets	3,836			3,291
Total office segments	66,851			67,084
Corporate	(205		)	(225		)
Total NOI	$	66,646		$	66,859


⁽¹⁾	Includes NOI for two unconsolidated properties, 114 Fifth Avenue and 799 Broadway, based on Columbia Property Trust's ownership interest: 49.5% for 114 Fifth Avenue for all periods presented; and 49.7% for 799 Broadway from October 3, 2018 through March 31, 2019.


⁽²⁾	Includes NOI for two unconsolidated properties, 333 Market Street and University Circle, based on Columbia Property Trust's ownership interests: 77.5% from January 1, 2018 through January 31, 2018; and 55.0% from February 1, 2018 through March 31, 2019.


⁽³⁾	Includes NOI for two unconsolidated properties, Market Square and 1800 M Street, based on Columbia Property Trust's ownership interests: 51.0% for the Market Square and 55.0% for 1800 M Street for all periods presented.

A reconciliation of GAAP net income to NOI is presented below (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
Net income	$	101,534		$	36,898		$	177,389		$	56,881		$	3,513		$	1,498
Depreciation	18,501			26,778			60,529			84,517			20,404			20,835
Amortization	6,870			11,895			24,518			42,902			7,461			8,016
General and administrative - corporate	7,034			7,467			25,003			25,718
General and administrative - joint ventures	713			—			713			—
General and administrative – corporate													8,424			7,794
General and administrative – unconsolidated joint ventures													809			731
Net interest expense	13,690			17,116			42,040			52,380			12,094			15,892
Interest income from development authority bonds	(1,800		)	(1,800		)	(5,400		)	(5,400		)	—			(1,800		)
Loss on early extinguishment of debt	280			18,905			325			18,997
Income tax expense (benefit)	3			65			(378		)	387
Gain on sale of unconsolidated joint venture interests													—			(762		)
Income tax expense													7			7
Asset and property management fee income	(1,154		)	(511		)	(2,126		)	(1,655		)	(1,869		)	(1,759		)
Adjustments included in income (loss) from unconsolidated joint ventures	10,139			4,239			18,610			13,069
Gain on sales of real estate assets	(102,365		)	(50,412		)	(175,518		)	(50,083		)
Adjustments included in income from unconsolidated joint ventures													15,803			16,407
NOI	$	53,445		$	70,640		$	165,705		$	237,713		$	66,646		$	66,859

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~~12.~~14. Financial Information for Parent Guarantor, Issuer Subsidiary, and Non-Guarantor Subsidiaries

The 2026 Bonds Payable and the 2025 Bonds Payable (see Note 6, Bonds Payable) were issued by Columbia Property Trust OP, and are guaranteed by Columbia Property Trust. In accordance with SEC Rule 3-10(c), Columbia Property Trust includes herein condensed consolidating financial information in lieu of separate financial statements of the subsidiary issuer (Columbia Property Trust OP), as defined in the bond indentures, because all of the following criteria are met:


(1)	The subsidiary issuer (Columbia Property Trust OP) is 100% owned by the parent company guarantor (Columbia Property Trust);


(2)	The guarantee is full and unconditional; and


(3)	No other subsidiary of the parent company guarantor (Columbia Property Trust) guarantees the 2026 Bonds Payable or the 2025 Bonds Payable.

Columbia Property Trust uses the equity method with respect to its investment in subsidiaries included in its condensed consolidating financial statements. We have corrected the presentation of intercompany cash transfers between the REIT Parent and its subsidiaries in the consolidating statements of cash flow. Instead of showing one amount for intercompany transfers between each entity group, intercompany transfers are broken out by cash flow type (i.e. operating, investing, and financing) for all periods presented, consistent with the equity method of accounting. All such changes are eliminated in consolidation, and therefore do not impact Columbia Property Trust's consolidated financial statement totals. Management has concluded that the effect of this correction is not material to the consolidated financial statements. This change had the following impact to the condensed consolidating statement of cash flows for the nine months ended September 30, 2016: increase to operating cash flows for the parent and issuer of $33.2 million and $102.4 million, respectively; and increase (decrease) in investing cash flows for the parent, issuer, and non-guarantors of $(172.8) million, $464.2 million and $482.1 million, respectively; and increase (decrease) in financing cash flows for the parent, issuer, and non-guarantors of $139.6 million, $(566.6) million and $(482.1) million, respectively. The impact to individual financial statement captions within the condensed consolidating statement of cash flows is footnoted below.

Set forth below are Columbia Property Trust's condensed consolidating balance sheets as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016~~2018, as well as its condensed consolidating statements of operations, ~~and~~ its condensed consolidating statements of comprehensive income, ~~for the three and nine months ended~~ ~~September 30, 2017~~ ~~and~~ ~~2016~~; and its condensed consolidating statements of cash flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018.

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Condensed Consolidating Balance Sheets (in thousands):

As of September 30, 2017

Columbia Property Trust
(Parent)
(Guarantor)

Columbia
Property
Trust OP
(the Issuer)

Non-
Guarantors

Consolidating
Adjustments
Columbia Property Trust
(Consolidated)
Assets:
Real estate assets, at cost:
Land $ —
$ —
$ 609,110
$ —
$ 609,110
Buildings and improvements, net —
58
1,704,572
—
1,704,630
Intangible lease assets, net —
—
164,699
—
164,699
Construction in progress —
—
49,255
—
49,255
Total real estate assets —
58
2,527,636
—
2,527,694
Investment in unconsolidated joint ventures —
698,105
—
—
698,105
Cash and cash equivalents 359,813
16,800
6,117
—
382,730
Investment in subsidiaries 1,824,737
1,007,852
—
(2,832,589 ) —
Tenant receivables, net of allowance —
31
2,783
—
2,814
Straight-line rent receivable —
—
80,128
—
80,128
Prepaid expenses and other assets 369,358
123,064
15,735
(432,355 ) 75,802
Intangible lease origination costs, net —
—
28,067
—
28,067
Deferred lease costs, net —
—
127,940
—
127,940
Investment in development authority bonds —
—
120,000
—
120,000
Total assets $ 2,553,908
$ 1,845,910
$ 2,908,406
$ (3,264,944 ) $ 4,043,280
Liabilities:
Line of credit and notes payable, net $ —
$ 447,588
$ 503,542
$ (430,763 ) $ 520,367
Bonds payable, net —
693,562
—
—
693,562
Accounts payable, accrued expenses, and accrued capital expenditures 2
11,049
118,751
—
129,802
Due to affiliates —
—
1,592
(1,592 ) —
Deferred income 4
81
15,671
—
15,756
Intangible lease liabilities, net —
—
9,891
—
9,891
Obligations under capital lease —
—
120,000
—
120,000
Total liabilities 6
1,152,280
769,447
(432,355 ) 1,489,378
Equity:
Total equity 2,553,902
693,630
2,138,959
(2,832,589 ) 2,553,902
Total liabilities and equity $ 2,553,908
$ 1,845,910
$ 2,908,406
$ (3,264,944 ) $ 4,043,280

~~Page 29~~

~~Table of Contents~~

~~Condensed Consolidating Balance Sheets~~ ~~(in thousands)~~

As of December 31, 2016

Columbia Property Trust
(Parent)
(Guarantor)

Columbia
Property
Trust OP
(the Issuer)

Non-
Guarantors

Consolidating
Adjustments
Columbia Property Trust
(Consolidated)
Assets:
Real estate assets, at cost:
Land $ —
$ —
$ 751,351
$ —
$ 751,351
Building and improvements, net —
219
2,120,931
—
2,121,150
Intangible lease assets, net —
—
193,311
—
193,311
Construction in progress —
—
36,188
—
36,188
Real estate assets held for sale, net —
34,956
377,550
—
412,506
Total real estate assets —
35,175
3,479,331
—
3,514,506
Investment in unconsolidated joint ventures —
127,346
—
—
127,346
Cash and cash equivalents 174,420
16,509
25,156
—
216,085
Investment in subsidiaries 2,047,922
1,782,752
—
(3,830,674 ) —
Tenant receivables, net of allowance —
—
7,163
—
7,163
Straight-line rent receivable —
—
64,811
—
64,811
Prepaid expenses and other assets 317,153
262,216
15,593
(570,687 ) 24,275
Intangible lease origination costs, net —
—
54,279
—
54,279
Deferred lease costs, net —
—
125,799
—
125,799
Investment in development authority bonds —
—
120,000
—
120,000
Other assets held for sale, net —
3,767
41,814
(52 ) 45,529
Total assets $ 2,539,495
$ 2,227,765
$ 3,933,946
$ (4,401,413 ) $ 4,299,793
Liabilities:
Lines of credit and notes payable, net $ —
$ 447,643
$ 704,585
$ (430,762 ) $ 721,466
Bonds payable, net —
692,972
—
—
692,972
Accounts payable, accrued expenses, and accrued capital expenditures —
10,395
120,633
—
131,028
Dividends payable 36,727
—
—
—
36,727
Due to affiliates —
58
1,534
(1,592 ) —
Deferred income —
—
19,694
—
19,694
Intangible lease liabilities, net —
—
33,375
—
33,375
Obligations under capital leases —
—
120,000
—
120,000
Liabilities held for sale —
2,651
177,497
(138,385 ) 41,763
Total liabilities 36,727
1,153,719
1,177,318
(570,739 ) 1,797,025
Equity:
Total equity 2,502,768
1,074,046
2,756,628
(3,830,674 ) 2,502,768
Total liabilities and equity $ 2,539,495
$ 2,227,765
$ 3,933,946
$ (4,401,413 ) $ 4,299,793

~~Page 30~~

~~Table of Contents~~

~~Consolidating Statements of Operations~~ ~~(in thousands)~~

For the Three Months Ended September 30, 2017

Columbia Property Trust
(Parent)
(Guarantor)

Columbia
Property
Trust OP
(the Issuer)

Non-
Guarantors

Consolidating
Adjustments
Columbia Property Trust
(Consolidated)
Revenues:
Rental income $ —
$ —
$ 55,113
$ (98 ) $ 55,015
Tenant reimbursements —
7
3,046
—
3,053
Asset and property management fee income 569
—
585
—
1,154
Other property income —
—
1,140
—
1,140
569
7
59,884
(98 ) 60,362
Expenses:
Property operating costs —
113
18,552
(98 ) 18,567
Asset and property management fees —
—
188
—
188
Depreciation —
310
18,191
—
18,501
Amortization —
—
6,870
—
6,870
General and administrative - corporate 39
1,758
5,237
—
7,034
General and administrative - unconsolidated joint ventures —
—
713
—
713
39
2,181
49,751
(98 ) 51,873
Real estate operating income (loss) 530
(2,174 ) 10,133
—
8,489
Other income (expense):
Interest expense —
(10,702 ) (8,803 ) 4,774
(14,731 )
Interest and other income 4,593
1,220
1,802
(4,774 ) 2,841
Loss on early extinguishment of debt —
—
(280 ) —
(280 )
4,593
(9,482 ) (7,281 ) —
(12,170 )
Income (loss) before income taxes and unconsolidated entities: 5,123
(11,656 ) 2,852
—
(3,681 )
Income tax expense —
(1 ) (2 ) —
(3 )
Income (loss) from unconsolidated entities 96,411
109,630
(1 ) (203,187 ) 2,853
Income (loss) before sales of real estate assets: 101,534

97,973

2,849

(203,187 )
(831 )
Gain on sales of real estate assets —
—
102,365
—
102,365
Net income $ 101,534

$ 97,973

$ 105,214

$ (203,187 )
$ 101,534

~~Page 31~~

~~Table of Contents~~

~~Consolidating Statements of Operations~~ ~~(in thousands)~~

For the Three Months Ended September 30, 2016

Columbia Property Trust
(Parent)
(Guarantor)

Columbia
Property
Trust OP
(the Issuer)

Non-
Guarantors

Consolidating
Adjustments
Columbia Property Trust
(Consolidated)
Revenues:
Rental income $ —
$ 956
$ 86,702
$ (97 ) $ 87,561
Tenant reimbursements —
564
16,526
—
17,090
Hotel income —
—
6,270
—
6,270
Asset and property management fee income 245
—
266
—
511
Other property income —
—
1,930
(96 ) 1,834
245
1,520
111,694
(193 ) 113,266
Expenses:
Property operating costs —
860
38,338
(97 ) 39,101
Hotel operating costs —
—
4,946
—
4,946
Asset and property management fee expenses:
Related-party —
40
—
(40 ) —
Other —
—
387
—
387
Depreciation —
745
26,033
—
26,778
Amortization —
86
11,809
—
11,895
General and administrative - corporate 38
2,297
5,188
(56 ) 7,467
38
4,028
86,701
(193 ) 90,574
Real estate operating income (loss) 207
(2,508 ) 24,993
—
22,692
Other income (expense):
Interest expense —
(12,249 ) (12,256 ) 7,367
(17,138 )
Interest and other income 3,571
3,813
1,822
(7,367 ) 1,839
Loss on early extinguishment of debt —
(18,905 ) —
—
(18,905 )
3,571
(27,341 ) (10,434 ) —
(34,204 )
Income (loss) before income taxes and unconsolidated entities: 3,778
(29,849 ) 14,559
—
(11,512 )
Income tax expense —
—
(65 ) —
(65 )
Income from subsidiaries 33,120
61,442
—
(94,562 ) —
Loss from unconsolidated joint venture —
(1,937 ) —
—
(1,937 )
Income (loss) before sale of real estate assets: 36,898
29,656
14,494
(94,562 ) (13,514 )
Gain on sale of real estate assets —
—
50,412
—
50,412
Net income $ 36,898
$ 29,656
$ 64,906
$ (94,562 ) $ 36,898

~~Page 32~~

~~Table of Contents~~

~~Consolidating Statements of Operations~~ ~~(in thousands)~~

For the Nine Months Ended September 30, 2017

Columbia Property Trust
(Parent)
(Guarantor)

Columbia
Property
Trust OP
(the Issuer)

Non-
Guarantors

Consolidating
Adjustments
Columbia Property Trust
(Consolidated)
Revenues:
Rental income $ —
$ 51
$ 193,551
$ (293 ) $ 193,309
Tenant reimbursements —
(59 ) 18,668
—
18,609
Hotel income —
—
1,339
—
1,339
Asset and property management fee income 1,059
—
1,067
—
2,126
Other property income —
—
2,010
(18 ) 1,992
1,059
(8 ) 216,635
(311 ) 217,375
Expenses:
Property operating costs —
241
64,555
(293 ) 64,503
Hotel operating costs —
—
2,085
—
2,085
Asset and property management fee expenses:
Related-party —
3
—
(3 ) —
Other —
—
717
—
717
Depreciation —
544
59,985
—
60,529
Amortization —
5
24,513
—
24,518
General and administrative - corporate 135
7,013
17,870
(15 ) 25,003
General and administrative - unconsolidated joint ventures —
—
713
—
713
135
7,806
170,438
(311 ) 178,068
Real estate operating income (loss) 924
(7,814 ) 46,197
—
39,307
Other income (expense):
Interest expense —
(31,554 ) (27,935 ) 15,181
(44,308 )
Interest and other income 12,923
4,517
5,409
(15,181 ) 7,668
Loss on early extinguishment of debt —
—
(325 ) —
(325 )
12,923
(27,037 ) (22,851 ) —
(36,965 )
Income (loss) before income taxes, unconsolidated entities, and sales of
real estate: 13,847
(34,851 ) 23,346
—
2,342
Income tax benefit (expense) —
(1 ) 379
—
378
Income (loss) from unconsolidated entities 163,542
188,832
—
(353,223 ) (849 )
Income before sales of real estate assets: 177,389
153,980
23,725
(353,223 ) 1,871
Gains on sales of real estate assets —
11,050
164,468
—
175,518
Net income $ 177,389
$ 165,030
$ 188,193
$ (353,223 ) $ 177,389



	As of March 31, 2019
	Columbia Property Trust (Parent) (Guarantor)		Columbia Property Trust OP (the Issuer)		Non- Guarantors		Consolidating Adjustments			Columbia Property Trust (Consolidated)
Assets:
Real estate assets, at cost:
Land	$	—	$	—	$	803,986	$	—		$	803,986
Buildings and improvements, net	—		1,633		1,790,293		—			1,791,926
Intangible lease assets, net	—		—		64,250		—			64,250
Construction in progress	—		—		37,772		—			37,772
Real estate assets held for sale, net	—		—		145,346		—			145,346
Total real estate assets	—		1,633		2,841,647		—			2,843,280
Operating lease assets	1,980		—		61,849		—			63,829
Investments in unconsolidated joint ventures	—		1,067,905		—		—			1,067,905
Cash and cash equivalents	165		11,768		6,618		—			18,551
Investment in subsidiaries	2,578,461		1,202,861		—		(3,781,322		)	—
Tenant receivables	—		—		3,760		—			3,760
Straight-line rent receivable	—		—		83,828		—			83,828
Prepaid expenses and other assets	140,890		352,349		7,309		(469,028		)	31,520
Intangible lease origination costs, net	—		—		31,626		—			31,626
Deferred lease costs, net	—		—		58,932		—			58,932
Other assets held for sale	—		—		20,498		—			20,498
Total assets	$	2,721,496	$	2,636,516	$	3,116,067	$	(4,250,350	)	$	4,223,729
Liabilities:
Line of credit and notes payable, net	$	—	$	680,456	$	467,344	$	(467,344	)	$	680,456
Bonds payable, net	—		694,736		—		—			694,736
Operating lease liabilities	2,626		—		32,112		—			34,738
Accounts payable, accrued expenses, and accrued capital expenditures	6		10,628		27,328		—			37,962
Due to affiliates	—		—		1,684		(1,684		)	—
Deferred income	—		—		16,943		—			16,943
Intangible lease liabilities, net	—		—		19,539		—			19,539
Liabilities held for sale	—		—		20,491		—			20,491
Total liabilities	2,632		1,385,820		585,441		(469,028		)	1,504,865
Equity:
Total equity	2,718,864		1,250,696		2,530,626		(3,781,322		)	2,718,864
Total liabilities and equity	$	2,721,496	$	2,636,516	$	3,116,067	$	(4,250,350	)	$	4,223,729

Page 33

Table of Contents

Condensed Consolidating Balance Sheets (in thousands):

For the Nine Months Ended September 30, 2016

Columbia Property Trust
(Parent)
(Guarantor)

Columbia
Property
Trust OP
(the Issuer)

Non-
Guarantors

Consolidating
Adjustments
Columbia Property Trust
(Consolidated)
Revenues:
Rental income $ —
$ 2,669
$ 278,330
$ (285 ) $ 280,714
Tenant reimbursements —
1,421
54,130
—
55,551
Hotel income —
—
17,484
—
17,484
Asset and property management fee income 735
—
920
—
1,655
Other property income —
—
12,651
(280 ) 12,371
735
4,090
363,515
(565 ) 367,775
Expenses:
Property operating costs —
2,360
118,604
(285 ) 120,679
Hotel operating costs —
—
14,315
—
14,315
Asset and property management fee expenses:
Related-party —
112
—
(112 ) —
Other —
—
1,058
—
1,058
Depreciation —
2,166
82,351
—
84,517
Amortization —
239
42,663
—
42,902
General and administrative - corporate 116
6,575
19,195
(168 ) 25,718
116
11,452
278,186
(565 ) 289,189
Real estate operating income (loss) 619
(7,362 ) 85,329
—
78,586
Other income (expense):
Interest expense —
(36,479 ) (38,071 ) 22,135
(52,415 )
Interest and other income 10,680
11,471
5,436
(22,135 ) 5,452
Loss on early extinguishment of debt —
(18,987 ) (10 ) —
(18,997 )
10,680
(43,995 ) (32,645 ) —
(65,960 )
Income (loss) before income taxes, unconsolidated entities, and sales of
real estate: 11,299
(51,357 ) 52,684
—
12,626
Income tax expense —
(12 ) (375 ) —
(387 )
Income from unconsolidated entities 45,582
89,972
—
(135,554 ) —
Loss from unconsolidated joint venture —
(5,441 ) —
—
(5,441 )
Income before sales of real estate assets: 56,881
33,162
52,309
(135,554 ) 6,798
Gain on sales of real estate assets —
—
50,083
—
50,083
Net income $ 56,881
$ 33,162
$ 102,392
$ (135,554 ) $ 56,881



	As of December 31, 2018
	Columbia Property Trust (Parent) (Guarantor)		Columbia Property Trust OP (the Issuer)		Non- Guarantors		Consolidating Adjustments			Columbia Property Trust (Consolidated)
Assets:
Real estate assets, at cost:
Land	$	—	$	—	$	817,975	$	—		$	817,975
Building and improvements, net	—		1,739		1,908,302		—			1,910,041
Intangible lease assets, net	—		—		98,540		—			98,540
Construction in progress	—		—		33,800		—			33,800
Total real estate assets	—		1,739		2,858,617		—			2,860,356
Investments in unconsolidated joint ventures	—		1,071,353		—		—			1,071,353
Cash and cash equivalents	1,705		10,573		4,840		—			17,118
Investment in subsidiaries	2,622,528		1,236,982		—		(3,859,510		)	—
Tenant receivables, net	—		—		3,258		—			3,258
Straight-line rent receivable	—		—		87,159		—			87,159
Prepaid expenses and other assets	140,797		340,071		11,379		(469,029		)	23,218
Intangible lease origination costs, net	—		—		34,092		—			34,092
Deferred lease costs, net	—		—		77,439		—			77,439
Total assets	$	2,765,030	$	2,660,718	$	3,076,784	$	(4,328,539	)	$	4,173,993
Liabilities:
Lines of credit and notes payable, net	$	—	$	629,308	$	467,344	$	(467,344	)	$	629,308
Bonds payable, net	—		694,538		—		—			694,538
Accounts payable, accrued expenses, and accrued capital expenditures	674		9,441		39,007		(5		)	49,117
Dividends payable	23,340		—		—		—			23,340
Due to affiliates	—		—		1,680		(1,680		)	—
Deferred income	—		—		15,593		—			15,593
Intangible lease liabilities, net	—		—		21,081		—			21,081
Total liabilities	24,014		1,333,287		544,705		(469,029		)	1,432,977
Equity:
Total equity	2,741,016		1,327,431		2,532,079		(3,859,510		)	2,741,016
Total liabilities and equity	$	2,765,030	$	2,660,718	$	3,076,784	$	(4,328,539	)	$	4,173,993

Page 34

Table of Contents

Condensed Consolidating Statements of Operations (in thousands):



	For the Three Months Ended March 31, 2019
	Columbia Property Trust (Parent) (Guarantor)		Columbia Property Trust OP (the Issuer)			Non- Guarantors			Consolidating Adjustments			Columbia Property Trust (Consolidated)
Revenues:
Rental income and tenant reimbursements	$	—	$	—		$	71,862		$	—		$	71,862
Asset and property management fee income	912		—			957			—			1,869
Other property income	—		—			1,702			—			1,702
	912		—			74,521			—			75,433
Expenses:
Property operating costs	—		—			24,237			—			24,237
Asset and property management fees	—		—			255			—			255
Depreciation	—		171			20,233			—			20,404
Amortization	—		—			7,461			—			7,461
General and administrative – corporate	199		2,220			6,005			—			8,424
General and administrative – unconsolidated joint ventures	—		—			809			—			809
	199		2,391			59,000			—			61,590
Other income (expense):
Interest expense	—		(12,095		)	(5,053		)	5,053			(12,095		)
Interest and other income	1,575		3,478			1			(5,053		)	1
Income tax expense	—		—			(7		)	—			(7		)
Income (loss) from unconsolidated entities	1,225		14,933			(3		)	(14,384		)	1,771
	2,800		6,316			(5,062		)	(14,384		)	(10,330		)
Net income	$	3,513	$	3,925		$	10,459		$	(14,384	)	$	3,513

Page 35

Table of Contents

Condensed Consolidating Statements of Operations (in thousands):



	For the Three Months Ended March 31, 2018
	Columbia Property Trust (Parent) (Guarantor)			Columbia Property Trust OP (the Issuer)			Non- Guarantors			Consolidating Adjustments			Columbia Property Trust (Consolidated)
Revenues:
Rental income and tenant reimbursements	$	—		$	—		$	70,360		$	—		$	70,360
Asset and property management fee income	905			—			854			—			1,759
Other property income	—			—			1,591			—			1,591
	905			—			72,805			—			73,710
Expenses:
Property operating costs	—			—			23,062			—			23,062
Asset and property management fees	—			—			208			—			208
Depreciation	—			167			20,668			—			20,835
Amortization	—			—			8,016			—			8,016
General and administrative – corporate	198			2,309			5,287			—			7,794
General and administrative – unconsolidated joint ventures	—			—			731			—			731
	198			2,476			57,972			—			60,646
Other income (expense):
Interest expense	—			(12,434		)	(10,494		)	7,033			(15,895		)
Interest and other income	3,555			3,478			1,803			(7,033		)	1,803
Gain on sale of unconsolidated joint venture interests	—			762			—			—			762
Income tax expense	—			—			(7		)	—			(7		)
Income (loss) from unconsolidated entities	(2,764		)	9,194			—			(4,659		)	1,771
	791			1,000			(8,698		)	(4,659		)	(11,566		)
Net income (loss)	$	1,498		$	(1,476	)	$	6,135		$	(4,659	)	$	1,498

Page 3436

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Condensed Consolidating Statements of Comprehensive Income (in thousands):


	For the Three Months Ended September 30, 2017											For the Three Months Ended March 31, 2019
	Columbia Property Trust (Parent) (Guarantor)		Columbia Property Trust OP (the Issuer)		Non- Guarantors		Consolidating Adjustments			Columbia Property Trust (Consolidated)		Columbia Property Trust (Parent) (Guarantor)			Columbia Property Trust OP (the Issuer)			Non- Guarantors		Consolidating Adjustments			Columbia Property Trust (Consolidated)
Net income	$	101,534	$	97,973	$	105,214	$	(203,187	)	$	101,534	$	3,513		$	3,925		$	10,459	$	(14,384	)	$	3,513
Market value adjustments to interest rate swaps	148		148		—		(148		)	148		(1,431		)	(1,431		)	—		1,431			(1,431		)
Comprehensive income	$	101,682	$	98,121	$	105,214	$	(203,335	)	$	101,682	$	2,082		$	2,494		$	10,459	$	(12,953	)	$	2,082


	For the Three Months Ended September 30, 2016											For the Three Months Ended March 31, 2018
	Columbia Property Trust (Parent) (Guarantor)		Columbia Property Trust OP (the Issuer)		Non- Guarantors		Consolidating Adjustments			Columbia Property Trust (Consolidated)		Columbia Property Trust (Parent) (Guarantor)		Columbia Property Trust OP (the Issuer)			Non- Guarantors		Consolidating Adjustments			Columbia Property Trust (Consolidated)
Net income	$	36,898	$	29,656	$	64,906	$	(94,562	)	$	36,898	$	1,498	$	(1,476	)	$	6,135	$	(4,659	)	$	1,498
Market value adjustments to interest rate swaps	1,250		1,250		—		(1,250		)	1,250		2,514		2,514			—		(2,514		)	2,514
Comprehensive income	$	38,148	$	30,906	$	64,906	$	(95,812	)	$	38,148	$	4,012	$	1,038		$	6,135	$	(7,173	)	$	4,012

For the Nine Months Ended September 30, 2017

Columbia Property Trust
(Parent)
(Guarantor)

Columbia
Property
Trust OP
(the Issuer)

Non-
Guarantors

Consolidating
Adjustments
Columbia Property Trust
(Consolidated)
Net income $ 177,389
$ 165,030
$ 188,193
$ (353,223 ) $ 177,389
Market value adjustments to interest
rate swaps
146
146
—
(146 ) 146
Comprehensive income $ 177,535
$ 165,176
$ 188,193
$ (353,369 ) $ 177,535

For the Nine Months Ended September 30, 2016

Columbia Property Trust
(Parent)
(Guarantor)

Columbia
Property
Trust OP
(the Issuer)

Non-
Guarantors

Consolidating
Adjustments
Columbia Property Trust
(Consolidated)
Net income $ 56,881
$ 33,162
$ 102,392
$ (135,554 ) $ 56,881
Market value adjustments to interest
rate swaps
(5,629 ) (5,629 ) —
5,629
(5,629 )
Comprehensive income (loss) $ 51,252
$ 27,533
$ 102,392
$ (129,925 ) $ 51,252

Page 3537

Table of Contents

Condensed Consolidating Statements of Cash Flows (in thousands):


	For the Nine Months Ended September 30, 2017															For the Three Months Ended March 31, 2019
	Columbia Property Trust (Parent) (Guarantor)			Columbia Property Trust OP (the Issuer)			Non- Guarantors			Eliminations			Columbia Property Trust (Consolidated)			Columbia Property Trust (Parent) (Guarantor)			Columbia Property Trust OP (the Issuer)			Non- Guarantors			Consolidating Adjustments			Columbia Property Trust (Consolidated)
Cash flows from operating activities	$	168,209		$	151,932		$	80,195		$	(353,221	)	$	47,115		$	4,638		$	2,948		$	41,877		$	(14,384	)	$	35,079
Cash flows from investing activities:
Net proceeds from sale of real estate	—			49,531			688,100			—			737,631
Investment in real estate and related assets	(52,000		)	(630		)	(72,829		)	—			(125,459		)	(13,701		)	—			(20,951		)	—			(34,652		)
Investment in unconsolidated joint ventures	—			(123,149		)	—			—			(123,149		)
Investments in unconsolidated joint ventures																—			(6,528		)	—			—			(6,528		)
Distributions from unconsolidated joint ventures	—			1,411			—			—			1,411			—			5,672			—			—			5,672
Distributions from subsidiaries	237,835			330,939			—			(568,774		)	—			56,640			7,313			—			(63,953		)	—
Net cash provided by investing activities	185,835			258,102			615,271			(568,774		)	490,434
Net cash provided by (used in) investing activities																42,939			6,457			(20,951		)	(63,953		)	(35,508		)
Cash flows from financing activities:
Borrowings, net of fees	—			(628		)	—			—			(628		)	—			73,979			—			—			73,979
Repayments	—			—			(201,625		)	—			(201,625		)	—			(23,000		)	—			—			(23,000		)
Distributions	(109,561		)	(409,115		)	(512,880		)	921,995			(109,561		)	(46,716		)	(59,189		)	(19,148		)	78,337			(46,716		)
Repurchases of common stock	(59,090		)	—			—			—			(59,090		)	(2,401		)	—			—			—			(2,401		)
Net cash used in financing activities	(168,651		)	(409,743		)	(714,505		)	921,995			(370,904		)
Net cash provided by (used in) financing activities																(49,117		)	(8,210		)	(19,148		)	78,337			1,862
Net increase (decrease) in cash and cash equivalents	185,393			291			(19,039		)	—			166,645			(1,540		)	1,195			1,778			—			1,433
Cash and cash equivalents, beginning of period	174,420			16,509			25,156			—			216,085			1,705			10,573			4,840			—			17,118
Cash and cash equivalents, end of period	$	359,813		$	16,800		$	6,117		$	—		$	382,730		$	165		$	11,768		$	6,618		$	—		$	18,551

Page 3638

Table of Contents

Condensed Consolidating Statements of Cash Flows (in thousands):


	For the Nine Months Ended September 30, 2016															For the Three Months Ended March 31, 2018
	Columbia Property Trust (Parent) (Guarantor)			Columbia Property Trust OP (the Issuer)			Non- Guarantors			Eliminations			Columbia Property Trust (Consolidated)			Columbia Property Trust (Parent) (Guarantor)			Columbia Property Trust OP (the Issuer)			Non- Guarantors			Consolidating Adjustments			Columbia Property Trust (Consolidated)
Cash flows from operating activities	$	33,797		$	63,440		$	188,021		$	(135,554	)	$	149,704		$	708		$	(5,326	)	$	19,389		$	—		$	14,771
Cash flows from investing activities:
Net proceeds from sales of real estate⁽¹⁾	—			—			482,089			—			482,089
Net proceeds from sale of investments in unconsolidated joint ventures																—			235,083			—			—			235,083
Investment in real estate and related assets	—			(1,552		)	(52,608		)	—			(54,160		)	—			—			(23,877		)	—			(23,877		)
Investment in unconsolidated joint ventures	—			(12,351		)	—			—			(12,351		)
Distributions from subsidiaries⁽²⁾	309,308			464,171			—			(773,479		)	—
Net cash provided by investing activities	309,308			450,268			429,481			(773,479		)	415,578
Investments in unconsolidated joint ventures																—			(1,541		)	—			—			(1,541		)
Distributions from unconsolidated joint ventures																—			2,976			—			—			2,976
Distributions from subsidiaries																75,935			(9,988		)	—			(65,947		)	—
Net cash provided by (used in) investing activities																75,935			226,530			(23,877		)	(65,947		)	212,641
Cash flows from financing activities:
Debt prepayment and interest rate swap settlement costs paid⁽³⁾	—			(17,921		)	—			—			(17,921		)
Borrowings, net of fees⁽⁴⁾	—			780,580			—			—			780,580			—			108,983			—			—			108,983
Repayments⁽⁵⁾	—			(952,000		)	(43,070		)	—			(995,070		)	—			(247,000		)	(814		)	—			(247,814		)
Distributions⁽⁶⁾	(148,474		)	(329,993		)	(579,040		)	909,033			(148,474		)	(47,819		)	(77,811		)	11,864			65,947			(47,819		)
Repurchases of common stock	(26,186		)	—			—			—			(26,186		)	(29,261		)	—			—			—			(29,261		)
Net cash used in financing activities	(174,660		)	(519,334		)	(622,110		)	909,033			(407,071		)
Net cash provided by (used in) financing activities																(77,080		)	(215,828		)	11,050			65,947			(215,911		)
Net increase (decrease) in cash and cash equivalents	168,445			(5,626		)	(4,608		)	—			158,211			(437		)	5,376			6,562			—			11,501
Cash and cash equivalents, beginning of period	989			14,969			16,687			—			32,645			692			5,079			3,796			—			9,567
Cash and cash equivalents, end of period	$	169,434		$	9,343		$	12,079		$	—		$	190,856		$	255		$	10,455		$	10,358		$	—		$	21,068


⁽¹⁾	~~Net proceeds from sales of real estate increased (decreased) by $(482.1) million and $482.1 million for the parent and non-guarantors, respectively.~~


⁽²⁾	~~Distributions from subsidiaries increased (decreased) by $309.3 million, $464.2 million, and $(773.5) million for the parent, issuer, and eliminations, respectively.~~


⁽³⁾	~~Debt prepayments and interest rate swap settlement costs paid increased (decreased) by $17.9 million and $(17.9) million for the parent and issuer, respectively.~~


⁽⁴⁾	~~Borrowings, net of fees increased (decreased) by~~ ~~$(348.7) million~~ ~~and~~ ~~$348.7 million~~ ~~for the parent and issuer, respectively.~~


⁽⁵⁾	~~Repayments increased (decreased) by~~ ~~$250.0 million~~ ~~and~~ ~~$(250.0) million~~ ~~for the parent and issuer, respectively.~~


⁽⁶⁾	Distributions (increased) decreased by $(330.0) million, $(579.0) million, and $909.0 million, for the issuer, non-guarantors, and eliminations, respectively. The intercompany transfers, net line item is no longer presented based on the changes to the other line items described herein.

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~~13.~~15. Subsequent ~~Events~~Event

Columbia Property Trust has evaluated subsequent events in connection with the preparation of the consolidated financial statements and notes thereto included in this report on Form 10-Q, and ~~noted~~notes that the ~~following in addition to those disclosed elsewhere in this report:~~

~~Acquisition~~sale of ~~245-249 West 17th Street~~One & ~~218 West 18th Street, as described in~~Three Glenlake Parkway closed on April 15, 2019. See Note 3, Real Estate Transactions~~; and~~, for additional details.

~~Acquisition of investment in 1800 M Street through a joint venture, as described in Note 3,~~ ~~Real Estate Transactions~~.

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ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our accompanying consolidated financial statements (and notes thereto) and the "Cautionary Note Regarding Forward-Looking Statements" preceding Part I of this report, as well as our consolidated financial statements (and the notes thereto) and Management's Discussion and Analysis of Financial Condition and Results of Operations included in our ~~2016~~2018 Form 10-K.

Executive Summary

Our primary strategic objective is to generate long-term ~~shareholder~~stockholder returns from a combination of growing cash flows and appreciation in the values of our properties, by owning and operating high-quality office properties ~~principally~~ located in certain high-barrier-to-entry markets. ~~We concentrate on~~Our approach is to own office buildings that are competitive within the top tier of their markets or that will be repositioned as such through value-add initiatives. In addition, our investment objectives include optimizing our portfolio allocation between stabilized investments and more growth-oriented, value-add investments, and development projects with an emphasis on central business districts and multi-tenant buildings.

~~We recently completed~~ Over the past several years, we have undertaken a ~~multi-year~~ capital recycling program that involved selling more than 50 properties in geographically dispersed markets for aggregate proceeds of ~~$3.6~~$4.0 billion, ~~and reinvested~~including the following recent transactions:

In April 2019, we sold One & Three Glenlake Parkway in Atlanta for a gross sale price of $227.5 million, which we expect to result in a gain in the second quarter of 2019.

In October 2018, we acquired a 49.7% interest in a joint venture that will develop a 12-story, 182,000-square-foot office building at 799 Broadway in New York.

In May 2018, we sold 222 East 41st Street in New York, ~~San Francisco, Washington, D.C., and Boston. During~~after releasing the ~~second half of 2017, we executed the following transactions:~~

~~On July 6, 2017, we formed~~property to a strategic partnership with Allianz to increase our scale in key markets on a leverage-neutral basis. We consummated the partnership by simultaneously selling partial interests in two of our San Francisco properties, 333 Market Street and University Circle, to Allianzsingle tenant for ~~$234.0 million, and by acquiring a partial interest in 114 Fifth Avenue in Manhattan from Allianz~~30 years, for ~~$108.9~~$332.5 million.

~~On October 11, 2017,~~In March 2019, we ~~acquired~~entered into a ~~55% interest in 1800 M Street,~~contract with a ~~10-story~~joint venture partner to purchase a 16-story, 235,000-square-foot office building in ~~Washington, D.C.,~~Manhattan for ~~$231.6 million through~~ a ~~joint venture with Allianz.~~

On October 11, 2017, we acquired 245-249 West 17th Street, two interconnected 12- and 6-story towers totaling 281,000 square feet of office and retail space, and 218 West 18th Street, a 12-story, 166,000-square-foot office building, in New York for $514.1 million.

full-scale redevelopment project. We are ~~also under contract~~continuing to purchase 149 Madison Avenue in New York, a 12-story, 127,000-square-foot office building, with closing expected later this year, and plan to fully redevelop this property as modern boutique office space. We will continue toactively pursue additional strategic investment opportunities in our target markets, ~~including additional joint investments with Allianz, as well as~~and selective property ~~dispositions.~~dispositions in non-target markets.

~~Leasing continues to be a key area of focus for both vacant space and upcoming expirations. Through the first nine months of 2017, we have~~Our portfolio is 97.1% leased, ~~783,000 square feet of space and addressed some~~with less than 2% of our ~~most significant near-term expirations and vacancies:~~

~~At University Circle, we executed a 5-year, 119,000-square-foot lease renewal with DLA Piper in September~~leases scheduled to extend the lease to June 2023 and address our most significant 2018 expiration. At 650 California Street, we executed an eight-year, 86,000-square-foot lease with Affirm in April; a 22,000-square-foot renewal and expansion with an existing tenant in April;expire this year and a ~~12-year, 61,000-square-foot lease with WeWork~~substantial majority of our revenues generated from properties in ~~February.~~

In New York, at 229 West 43rd Street, we amended Snap Inc.'s lease in February to expand its space by 26,000 square feet to a total of 121,000 square feet, and to extend the lease to 2027; and at 315 Park Avenue South, executed a 17,000-square-foot lease expansion with Bustle Media Group.

In Atlanta, at One Glenlake, we executed a 10-year, 66,000-square-foot lease in April, and an 11-year, 40,000-square-foot lease renewal and expansion in June along with several smaller leases during the second quarter to bring the building to 100% leased at quarter end.

our high-barrier target markets. We continue to maintain a strong and flexible balance ~~sheet with an emphasis on~~sheet. In December 2018, we amended and restated our $500 million unsecured ~~borrowings, with weighted-average~~revolving credit facility and $300 million unsecured term loan, resulting in a $950 million combined credit facility. The amended and restated facility extended maturities, lowered interest costs, and increased the Revolving Credit Facility from $500 million to $650 million. Further, the new $300 million term loan is currently undrawn and includes a delayed-draw feature, which allows for us to fully draw the term loan by December 7, 2019. As of ~~6.2 years~~March 31, 2019, our debt-to-real-estate-asset ratio is 33.2%⁽¹⁾⁽²⁾; 92%⁽¹⁾~~, weighted-average~~ of our portfolio is unencumbered by mortgages; and our weighted average cost of borrowing ~~of 3.63%~~during the quarter is 3.85%⁽¹⁾ per ~~annum,~~annum. Our debt maturities are laddered, coming due in three to six years, and ~~an unencumbered pool~~$683.0 million of ~~assets as a percentage of gross real estate assets of 91%~~⁽¹⁾~~. Our stock repurchase program allows us~~our unsecured borrowings can be repaid prior to ~~take advantage of market opportunities from~~maturity without penalty.

From time to time when we believe our stock is ~~undervalued. In the third quarter~~undervalued, we may take advantage of ~~2017, we repurchased $30.1 million of our common stock (1.4 million shares at an average price of $21.02 per share). To date, under~~market opportunities by using our stock repurchase ~~programs, we have repurchased an aggregate~~program to buy shares and return capital to our stockholders. As of ~~$121.4~~March 31, 2019, $124.4 million ~~of common stock at an average price of $21.85 per share.~~remains available under our current repurchase program.


⁽¹⁾	Statistics include our ownership interest in the gross real estate assets and debt at properties held through unconsolidated joint ventures as described in Note 4, Unconsolidated Joint Ventures, of the accompanying financial ~~statements; and exclude the 263 Shuman mortgage note, which expired in July 2017. We are in the process of transferring the property to the lender.~~statements.


⁽²⁾	On a net basis (i.e., reduced for cash on hand), our debt-to-real-estate-asset ratio is 32.3%.

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Key Performance Indicators

Our operating results depend primarily upon the level of income generated by the leases at our properties. Occupancy and rental rates are ~~critical~~key drivers of our lease income. Over the last year, our quarter-end average portfolio percentage leased ranged from ~~90.6%~~96.8% at ~~December~~March 31, ~~2016~~2018 to ~~95.1%~~97.1% at ~~September 30, 2017.~~March 31, 2019. The following table sets forth details related to the financial impact of our recent leasing activities ~~which drive changes in~~for properties we own directly and based on our ~~rental revenues:~~proportionate share of properties owned through unconsolidated joint ventures:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
Total number of leases	11			11			46			32			13			17
Square feet of leasing – renewal⁽¹⁾	109,979			92,625			314,915			253,099			3,925			18,146
Square feet of leasing – new⁽¹⁾	41,236			34,388			430,565			530,653			63,291			97,014
Total square feet of leasing	151,215			127,013			745,480			783,752			67,216			115,160
Lease term (months)	74			82			98			341			130			96
Tenant improvements, per square foot – renewal	$	32.31		$	50.85		$	40.58		$	38.66		$	102.91		$	33.47
Tenant improvements, per square foot – new	$	73.62		$	31.36		$	82.62		$	168.18		$	91.72		$	62.78
Tenant improvements, per square foot – all leases	$	43.84		$	44.59		$	68.73		$	161.51		$	92.01		$	60.87
Leasing commissions, per square foot – renewal	$	12.49		$	16.98		$	13.81		$	13.88		$	23.53		$	6.76
Leasing commissions, per square foot – new	$	31.77		$	24.07		$	21.80		$	43.70		$	69.87		$	29.84
Leasing commissions, per square foot – all leases	$	17.87		$	19.25		$	19.16		$	42.16		$	68.65		$	27.96

Rent leasing spread – renewal⁽²⁾⁽¹⁾	117.3		%	26.3		%	85.1		%	25.8		%	—		%	11.2		%
Rent leasing spread – new⁽³⁾⁽¹⁾	79.3		%	n/a			121.9		%	18.9		%	65.8		%	66.2		%
Rent leasing spread – all leases⁽³⁾⁽¹⁾	106.9		%	26.3		%	103.5		%	19.2		%	61.7		%	63.2		%


⁽¹⁾	~~Includes our proportionate share of renewal and new leasing at properties owned through unconsolidated joint ventures.~~


⁽²⁾	Rent leasing spreads ~~for renewal leases~~ are calculated based on the change in base rental income measured on a straight-line ~~basis.~~


⁽³⁾	~~Rent leasing spreads~~basis; and, for new leases, ~~are calculated~~ only ~~for~~include space that has been vacant for less than one ~~year, and are measured on a straight-line basis.~~year.

~~In 2017,~~Current-quarter rent leasing spreads ~~have been significantly positive (106.9%~~(positive 61.7%) and ~~103.5%~~lease commissions ($68.65 per square foot) primarily relate to a new 3,500-square-foot retail lease at 315 Park Avenue South in New York, offset by other leasing across our portfolio; and current quarter tenant improvement costs for lease renewals ($102.91 per square foot) primarily relate to a 3,000-square-foot lease at Market Square, measured at our proportionate share. For the three- and nine-month period ended September 30, 2017, respectively) due to extending the 119,000-square-foot lease with DLA Piper at University Circle in San Francisco and leasing 205,000 square feet at 650 California Street in San Francisco to several tenants. The leasing at 650 California Street has required significant tenant improvements; however, the net economic impactfirst three months of ~~leasing at 650 California Street is favorable. In 2016,~~2018, rent leasing spreads were positive ~~(26.3% and 19.2% for the three- and nine- month period ended September 30, 2016) and tenant improvements per square foot were higher~~(63.2%) primarily due to a ~~390,000-square-foot, 30-year~~new 27,000-square-foot lease at ~~our 222 East 41st~~218 West 18th Street ~~Property and a 130,000-square-foot lease renewal at our SanTan Corporate Center property~~ in ~~Phoenix, Arizona.~~New York. Over the next 12 months, approximately ~~95,000~~131,000 square feet of leases at our operating properties (approximately ~~1.9%~~2.5% of our portfolio, based on revenues) are scheduled to expire.

Liquidity and Capital Resources

Overview

Cash flows generated from the operation of our properties are primarily used to fund recurring expenditures and stockholder dividends. The amount of distributions to common stockholders is determined by our board of directors and is dependent upon a number of factors, including funds deemed available for distribution based principally on our current and future projected operating cash flows, reduced by capital requirements necessary to maintain our existing ~~portfolio. In determining the amount of distributions to common stockholders, we also consider~~portfolio, our future capital needs, and future sources of liquidity, as well as the annual distribution requirements necessary to maintain our status as a REIT under the Code. Investments in new property acquisitions and first-generation capital improvements are generally funded with capital proceeds from property sales, debt, or cash on hand. ~~In order to adjust to a payout level consistent with our current investment objectives, beginning with the first quarter of 2017, our~~Our board of directors elected to ~~reduce the quarterly stockholder distribution rate from $0.30 per share to~~maintain a $0.20 ~~per share, and maintained this~~dividend rate for the ~~second and third quarters~~first quarter of 2017. We have transformed the composition of our portfolio by selling suburban assets and reinvesting in assets in high-barrier-to-entry markets, which offer lower initial yields and higher potential for growth over time. We believe this dividend rate is sustainable over the near and medium term and offers the potential for growth over the long term.2019.

~~Page 40~~

~~Short-term~~Short-Term Liquidity and Capital Resources

During the ~~nine~~first three months ~~ended September 30, 2017,~~of 2019, we generated net cash flows from operating activities of ~~$47.1~~$35.1 million, which ~~consisted~~consists primarily of receipts from tenants for rent and reimbursements, reduced by payments for operating costs, administrative expenses, interest expense, and ~~interest expense.~~lease inducements. During the same period, we paid total distributions to stockholders of ~~$109.6~~$46.7 million, which included dividend payments for ~~three~~two quarters ($~~36.7~~23.3 million for the fourth quarter of ~~2016~~2018 and ~~an aggregate of $72.9~~$23.4 million for the first ~~three quarters~~quarter of ~~2017)~~2019). Primarily, as a result of paying two dividends in the current period, distributions to stockholders exceeded cash flows from operating activities for the first quarter of 2019.

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During the ~~nine~~first three months ~~ended September 30, 2017,~~of 2019, we ~~sold five wholly owned properties and partial interests in two additional properties for~~drew $51.0 million of net ~~proceeds of $737.6 million. We~~borrowings on our Revolving Credit Facility, which were used ~~these proceeds~~ to fund ~~the early repayment of mortgage notes of $201.6 million, the purchase of an interest in 114 Fifth Avenue for $112.5 million, deposits of $52.0 million for acquisitions,~~ leasing and capital projects, including those at our joint ventures, of ~~$84.1~~$27.5 million; and an earnest money deposit of $13.7 million, ~~and share repurchases of $59.1 million. In October 2017, we reinvested the remaining proceeds in 245-249 West 17th Street and 218 West 18th~~related to a joint venture that will redevelop 250 Church Street in New ~~York and an interest in 1800 M Street in Washington, D.C., as described in Note 3,~~ ~~Real Estate Transactions, of the accompanying consolidated financial statements.~~York.

Over the ~~short-term,~~short term, we expect our primary sources of capital and liquidity to be operating cash flows, ~~additional proceeds from our joint ventures with Allianz,~~select property dispositions, and ~~future debt financings.~~debt. We expect that our principal demands for funds will be property acquisitions, development and redevelopment costs, capital improvements to our existing portfolio, stockholder distributions, stock repurchases, ~~stockholder distributions,~~ operating expenses, and interest and principal ~~payments on current and maturing debt.~~payments. As of ~~October 23, 2017, after closing on the acquisitions of 245-249 West 17th Street and 218 West 18th Street in New York and an interest in 1800 M Street in Washington, D.C.,~~April 22, 2019, we have access to ~~$140.0~~$308.0 million under our Revolving Credit ~~Facility.~~Facility and $300.0 million under our delayed-draw term loan. We believe that we will have adequate liquidity and capital resources to meet our current obligations as they come due. ~~We are in the process of evaluating various options for refinancing our line of credit borrowings.~~

~~Long-term~~Long-Term Liquidity and Capital Resources

Over the long term, we expect that our primary sources of capital will include operating cash flows, ~~borrowing proceeds, and~~ select property ~~dispositions.~~dispositions, and borrowing proceeds. We expect that our primary uses of capital will continue to include stockholder distributions; acquisitions; development and redevelopment costs; capital expenditures, such as building improvements, tenant improvements, and leasing costs; and repaying or refinancing debt.

Consistent with our financing objectives and operational strategy, over the long term, we ~~continue to maintain net~~have generally maintained debt levels ~~historically~~of less than 40% of the undepreciated costs of our assets. As of March 31, 2019, our debt-to-real-estate-asset ratio was approximately 33.2%. Our debt-to-real-estate-asset ratio includes our share of joint venture real estate assets and debt, as well as basis adjustments related to joint venture real estate assets.

As described below, our variable rate indebtedness may use LIBOR as a benchmark for establishing the rate. LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms and other pressures may cause LIBOR to disappear entirely or to perform differently than in the past. The consequences of these developments cannot be entirely predicted but could include an increase in the cost of our ~~assets over the long term. As of September 30, 2017,~~variable rate indebtedness. If LIBOR is no longer widely available, or otherwise at our ~~net-debt-to-real-estate-asset ratio was approximately 25.5%, which includes~~option, our ~~51% interest in the debt and real estate of the Market Square Joint Venture. Our net-debt-to-real-estate-asset ratio is calculated using our debt balance, net of cash on hand, and real estate at cost.~~

Revolving Credit Facility and term loan facilities provide for alternate interest rate calculations.

~~The~~Unsecured Bank Debt

Our Revolving Credit Facility has a capacity of ~~$500.0~~$650.0 million and matures in ~~July 2019,~~January 2023, with two six-month extension options. As of ~~September 30, 2017,~~March 31, 2019, we had no$533.0 million in outstanding borrowings on the Revolving Credit Facility. ~~After acquisitions that have closed since September 30, 2017, as described in Note 3,~~ ~~Real Estate Transactions, to the accompanying consolidated financial statements, we have outstanding borrowings of $360.0 million on our Revolving Credit Facility as of October 23, 2017.~~ Amounts outstanding under the Revolving Credit Facility bear interest at LIBOR, plus an applicable margin ranging from ~~0.875%~~0.775% to ~~1.55%~~1.45% for LIBOR borrowings, or an alternate base rate, plus an applicable margin ranging from 0.00% to ~~0.55%~~0.45% for ~~base-rate~~base rate borrowings, based on our applicable credit rating. The ~~per-annum~~per annum facility fee on the aggregate revolving commitment (used or unused) ranges from 0.125% to 0.30%, also based on our applicable credit rating. Additionally, ~~we have the ability to increase the capacity of~~ the Revolving Credit Facility, along with the $300 Million Term Loan, ~~which~~as described below, provides for four accordion options for an aggregate additional amount of up to ~~$400~~$500 million, subject to certain limitations.

~~Term Loans~~

~~The~~Our $300 Million Term Loan matures in January 2024 and bears interest, at our option, at either (i) LIBOR, plus an applicable margin ranging from 0.85% to 1.65% for LIBOR loans, or (ii) an alternate base rate, plus an applicable margin ranging from 0.00% to 0.65% for base rate loans, based on our applicable credit rating. The per annum facility fee on the aggregate term loan commitment (used or unused) ranges from 0.125% to 0.30%, also based on our applicable credit rating. As of March 31, 2019, the $300 million term loan remained undrawn and includes a delayed-draw feature, which allows us until December 7, 2019 to fully draw the term loan.

Our $150.0 million unsecured term loan matures in July ~~2020 and, along with the Revolving Credit Facility, provides for four accordion options for an aggregate amount of up to $400 million, subject to certain conditions. The $300~~2022 (the "$150 Million Term ~~Loan~~Loan") and bears interest, at our option, at either (i) LIBOR, plus an applicable margin ranging from 0.90% to 1.75% for LIBOR loans, or (ii) ~~an alternate~~alternative base rate, plus an applicable margin ranging from 0.00% to 0.75% for ~~base-rate loans, based on our applicable credit rating.~~

The $150 million term loan matures in July 2022 (the "$150 Million Term Loan"). The $150 Million Term Loan incurred interest, at our option, at either (i) LIBOR, plus an applicable margin ranging from 0.90% to 1.75% for LIBOR loans, or (ii) an alternate base rate ~~plus an applicable margin ranging from 0.00% to 0.75% for base-rate~~ loans. The interest rate on the $150 Million Term Loan is effectively fixed ~~at 3.07%~~ with an interest rate swap agreement, ~~on the LIBOR component of the rate,~~ which is designated as a cash flow hedge.

~~Page 41~~

Based on the terms of the interest rate swap and our current credit rating, the interest rate on the $150 Million Term Loan is effectively fixed at 3.07%.

Bonds Payable

In August 2016, we issued $350.0 million of 10-year unsecured 3.650% senior notes at 99.626% of their face value. ~~We received proceeds from the 2026 Bonds Payable, net of fees, of $346.4 million, which were used to prepay our $250 million 2018 Bonds Payable, originally due in April of 2018.~~ The 2026 Bonds Payable require semi-annual interest payments in February and August, based on a contractual annual interest rate of 3.650%. The principal amount of the 2026 Bonds Payable is due and payable on the maturity date, August 15, 2026.

In March 2015, we issued $350.0 million of 10-year unsecured 4.150% senior notes at 99.859% of their face value. ~~We received proceeds from the 2025 Bonds Payable, net of fees, of $347.2 million.~~ The 2025 Bonds Payable require semi-annual interest payments in April and October, based on a contractual annual interest rate of 4.150%. The principal amount of the 2025 Bonds Payable is due and payable on the maturity date, April 1, 2025.

Page 43

Debt Covenants

~~Our mortgage debt, the~~The $300 Million Term Loan, the $150 Million Term Loan, the Revolving Credit Facility, the 2026 Bonds Payable, and the 2025 Bonds Payable contain certain covenants and restrictions that require us to meet certain financial ratios. We ~~believe we~~ were in compliance with all of our debt covenants as of ~~September 30, 2017~~.March 31, 2019. We expect to continue to be able to meet the requirements of our debt covenants over the next 12 months.

Contractual Commitments and Contingencies

As of ~~September 30, 2017,~~March 31, 2019, our contractual obligations will become payable in the following periods (in thousands):


Contractual Obligations	Total		2017			2018-2019		2020-2021		Thereafter		Total		2019		2020-2021		2022-2023		Thereafter
Debt obligations⁽¹⁾	$	1,388,728	$	49,802	⁽²⁾	$	23,176	$	300,000	$	1,015,750	$	1,599,980	$	—	$	51,230	$	848,750	$	700,000
Interest obligations on debt⁽³⁾⁽²⁾	315,748		12,157			95,752		84,660		123,179		319,026		48,674		128,060		89,004		53,288
Capital lease obligations⁽⁴⁾	120,000		—			—		120,000		—
Operating lease obligations⁽⁵⁾	206,461		661			5,342		5,342		195,116
Operating lease obligations⁽³⁾												1,361,539		6,332		17,124		17,388		1,320,695
Total	$	2,030,937	$	62,620		$	124,270	$	510,002	$	1,334,045	$	3,280,545	$	55,006	$	196,414	$	955,142	$	2,073,983

⁽¹⁾

Includes ~~51%~~our ownership share of the debt and interest obligations for the Market Square Joint Venture and the 799 Broadway Joint Venture, which we own through an unconsolidated joint ~~venture.~~ventures. The Market Square Joint Venture ~~holds~~has a ~~$325~~$325.0 million mortgage ~~note~~loan on the Market Square Buildings, ~~bearing~~which bears interest at 5.07% and ~~maturing~~matures on July 1, 2023. We own a 51% interest in the Market Square Joint Venture. The 799 Broadway Joint Venture has $103.1 million outstanding on a construction loan, which has a total capacity of $187.0 million; bears interest at LIBOR, capped at 4.00%, plus 4.25%; and matures on October 9, 2021. We own a 49.7% interest in the 799 Broadway Joint Venture. As of ~~September 30, 2017,~~March 31, 2019, we guarantee ~~$11.2~~$4.0 million of the Market Square Buildings mortgage ~~note~~loan, and under the 799 Broadway construction loan agreement, we guarantee equity contributions of $23.7 million to be made to the joint venture (see Note 7, Commitments &and Contingencies, to the accompanying financial statements). ~~None of our other joint-venture owned properties carry a mortgage note.~~


⁽²⁾	2017 debt obligations includes the $49.0 million 263 Shuman mortgage note, which matured in July 2017. We are in the process of working to transfer this property to the lender in settlement of the mortgage note.

⁽³⁾

Interest obligations on variable-rate debt are measured at the rate at which they are effectively fixed with interest rate swap agreements (where applicable). or the rate in effect as of March 31, 2019. Interest obligations on all other debt instruments are measured at the contractual rate. See Item 3, Quantitative and Qualitative Disclosure About Market Risk, for more information regarding our interest rate swaps.


⁽⁴⁾	Amounts include principal obligations only. We made interest payments on these obligations of $5.4 million during the nine months ended September 30, 2017, all of which were funded with interest income earned on the corresponding investments in development authority bonds. These obligations will be fully satisfied at maturity with equivalent investments in development authority bonds.

⁽⁵⁾⁽³⁾

~~Reflects~~These obligations are related to ground leases at certain properties, including 49.5% of the ground lease obligation at 114 Fifth Avenue, based on our ownership interest in the unconsolidated joint venture that owns that property, as ~~described in~~well as our corporate office lease. See Note 2,10, ~~Summary of Significant Accounting Policies~~Leases., for additional information. In addition to the amounts shown, certain lease agreements include provisions that, at the option of the tenant, may obligate us to expend capital to expand an existing property or provide other expenditures for the benefit of the ~~tenant, including a remaining commitment to contribute $61.1 million toward leasehold improvements.~~tenant.

Page 4244

Results of Operations

Overview

As of ~~September 30, 2017,~~March 31, 2019, our portfolio of 1618 operating properties and two properties under development or redevelopment was approximately ~~95.1%~~97.1% leased. For the periods presented, our operating results are impacted by investing activity as set forth below. In the near term, we expect real estate operating income to vary, primarily based on investing and leasing activities.

Dispositions
Property Location Rentable Square Footage Transaction Date
Sale Price⁽¹⁾
(in thousands)
2017
Allianz Joint Ventures: 1,108,000
July 6, 2017 $ 234,000
22.5% of University Circle⁽²⁾
San Francisco, CA 451,000

22.5% of 333 Market Street⁽²⁾
San Francisco, CA 657,000

Key Center Tower & Marriott Cleveland, OH 1,326,000
January 31, 2017 $ 267,500
Houston Properties Sale: 1,187,000
January 6, 2017 $ 272,000
5 Houston Center Houston, TX 581,000

Energy Center I Houston, TX 332,000

515 Post Oak Houston, TX 274,000

2016
SanTan Corporate Center Phoenix, AZ 267,000
December 15, 2016 $ 58,500
Sterling Commerce Dallas, TX 310,000
November 30, 2016 $ 51,000
9127 South Jamaica Street Denver, CO 108,000
October 12, 2016 $ 19,500
80 Park Plaza Newark, NJ 961,000
September 30, 2016 $ 174,500
9189, 9191 & 9193 South Jamaica Street Denver, CO 370,000
September 22, 2016 $ 122,000
800 North Frederick Suburban MD 393,000
July 8, 2016 $ 48,000
100 East Pratt Baltimore, MD 653,000
March 31, 2016 $ 187,000


⁽¹⁾	~~Exclusive of transaction costs and price adjustments.~~


⁽²⁾	~~Columbia Property Trust retains a 77.5% ownership interest in both University Circle and 333 Market Street through unconsolidated joint ventures.~~


Acquisitions
Property	Location	Rentable Square Feet	Transaction Date	Purchase Price⁽¹⁾ (in thousands)		Location	% Acquired		Rentable Square Feet	Transaction Date	Purchase Price⁽¹⁾ (in thousands)
2017
49.5% of 114 Fifth Avenue⁽²⁾	New York, NY	352,000	July 6, 2017	$	108,900
2018
799 Broadway						New York, NY	49.7	%	182,000	October 3, 2018	$	30,200	⁽²⁾
Lindbergh Center – Retail						Atlanta, GA	100.0	%	147,000	October 24, 2018	$	23,000


⁽¹⁾	Exclusive of transaction costs and purchase price adjustments.


⁽²⁾	~~Columbia Property Trust holds~~ Purchase price is for our partial interests in the properties. These properties are owned through unconsolidated joint ventures. Please refer to Note 3, Real Estate Transactions, and Note 4, Unconsolidated Joint Ventures, of the accompanying consolidated financial statements for more information.



Dispositions
Property	Location	% Sold		Rentable Square Feet	Transaction Date	Sales Price⁽¹⁾ (in thousands)
2018
222 East 41st Street	New York, NY	100.0	%	390,000	May 29, 2018	$	332,500
263 Shuman Boulevard	Chicago, IL	100.0	%	354,000	April 13, 2018	$	49,000	⁽²⁾
University Circle and 333 Market Street Joint Ventures⁽³⁾	San Francisco, CA	22.5	%	1,108,000	February 1, 2018	$	235,300


⁽¹⁾	Exclusive of transaction costs and price adjustments.


⁽²⁾	Reflects the principal balance of the 263 Shuman Boulevard mortgage note, which was extinguished by transferring the property to the lender in the second quarter of 2018.


⁽³⁾	After the closing of this transaction, we retain a ~~49.5%~~55.0% ownership interest in ~~114 Fifth Avenue~~both University Circle and 333 Market Street through an unconsolidated joint ~~venture.~~ventures.

Comparison of the Three Months Ended ~~September 30, 2017 with~~March 31, 2019 With the Three Months Ended ~~September 30, 2016~~March 31, 2018

Rental income ~~was $55.0~~and tenant reimbursements were $71.9 million for the three months ended ~~September 30, 2017,~~March 31, 2019, which represents a ~~decrease~~slight increase as compared with ~~$87.6~~$70.4 million for the three months ended ~~September 30, 2016. The decrease is primarily due to dispositions~~March 31, 2018, as additional revenues from recent leasing ($~~24.6~~5.1 million) and the ~~transfer~~acquisition of ~~University Circle and 333 Market Street to unconsolidated joint ventures~~Lindbergh Center – Retail ($~~12.2~~0.8 million)~~, partially~~ were offset by ~~our lease with NYU Langone Medical at~~the impact of the prior-year sale of 222 East 41st Street ($~~4.3~~ 4.5 million). ~~222 East 41st Street was vacant during the prior year period as the full building was prepared for the lease with NYU Langone Medical that commenced in October 2016.~~ We expect future rental income to vary based on recent and future investing and leasing activities.

Tenant reimbursements and property operating costs were $3.1 million and $18.6 million, respectively, for the three months ended September 30, 2017, which reflects corresponding decreases as compared with $17.1 million and $39.1 million, respectively, for the three months ended September 30, 2016. The decrease in tenant reimbursements is primarily due to dispositions ($11.7 million) and the transfer of University Circle and 333 Market Street to unconsolidated joint ventures ($2.6 million). The decrease in property operating costs is primarily due to dispositions ($17.6 million), the new net lease at 222 East 41st Street ($3.1 million), and

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transferring University Circle and 333 Market Street to unconsolidated joint ventures ($1.9 million). Tenant reimbursements and property operating costs are expected to vary with leasing activity and changes in our portfolio.

~~Hotel income, net of hotel operating costs, was $1.3 million for the three months ended September 30, 2016. The Key Center Marriott was sold on January 31, 2017.~~

Asset and property management fee income was ~~$1.2~~relatively stable at $1.9 million and $1.8 million for the three months ended ~~September 30, 2017, which represents an increase as compared with $0.5 million for the three months ended September 30, 2016. In the current year period, we provided asset~~March 31, 2019 and property management services to the Market Square Joint Venture and the San Francisco Joint Ventures, since their formation in July 2017. In the prior year period, such services were provided only to the Market Square Joint Venture.2018, respectively. We ~~anticipate~~expect asset and property management fee income to ~~increase~~remain at similar levels in the near ~~term as a result of the newly formed 1800 M Street Joint Venture (see Note 4,~~ ~~Unconsolidated Joint Ventures~~).term.

Other property income was ~~$1.1~~also relatively stable at $1.7 million and $1.6 million for the three months ended September 30, 2017, which represents a decrease as compared with $1.8 million for the three months ended September 30, 2016, primarily due to earning less income from lease terminations in 2017 ($1.5 million), partially offset by increased reimbursements from unconsolidated joint ventures ($0.8 million).March 31, 2019 and 2018, respectively. Other property operating income is expected to vary in the future, based on additional future joint venture activities and lease ~~restructuring activities.~~restructurings.

Property operating costs were $24.2 million for the three months ended March 31, 2019, which represents a slight increase as compared with $23.1 million for the three months ended March 31, 2018, respectively. The increase is primarily due to property and other taxes ($1.1 million), other operating cost increases across our same store portfolio ($1.2 million), and the acquisition of Lindbergh Center – Retail ($0.6 million), which are offset by the impact of dispositions ($1.8 million). Property operating costs are expected to vary with future leasing activity and changes in our portfolio.

Asset and property management fee expenses were $0.3 million for the three months ended March 31, 2019, which represents a slight increase as compared with $0.2 million for the three months ended ~~September 30, 2017, which represents a decrease as compared with $0.4 million for the three months ended September 30, 2016,~~March 31, 2018, primarily due to the ~~sale~~acquisition of ~~the Key~~

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Lindbergh Center ~~Marriott in January 2017 ($0.2 million).~~– Retail. Future asset and property management fee expenses are expected to remain stable in the near term, and may increase as a result of future investing ~~activity.~~activities.

Depreciation was ~~$18.5~~$20.4 million for the three months ended ~~September 30, 2017,~~March 31, 2019, which represents a slight decrease as compared with ~~$26.8~~$20.8 million for the three months ended ~~September 30, 2016.~~March 31, 2018. The ~~decrease is primarily due to~~impact of the prior-year dispositions ($~~5.2~~1.1 million) ~~and transferring University Circle and 333 Market Street to unconsolidated joint ventures~~was partially offset by capital projects across the portfolio ($~~2.8~~0.7 million). Depreciation is expected to vary based on recent and future investing ~~activity.~~activities and capital projects.

Amortization was ~~$6.9~~$7.5 million for the three months ended ~~September 30, 2017,~~March 31, 2019, which represents a decrease as compared with ~~$11.9~~$8.0 million for the three m~~onths~~months ended ~~September 30, 2016. The decrease is~~ March 31, 2018, primarily due to ~~dispositions~~lease terminations and extensions ($2.1 million), intangible lease assets written off due to the early termination or expiration of leases ($1.7 million), and transferring University Circle and 333 Market Street to unconsolidated joint ventures ($1.10.6 million). We eexpec~~xpect~~t future amortization to vary, based on recent and future investing ~~activity.~~and leasing activities.

~~Effective July 1, 2017, we began to allocate certain general~~General and administrative – corporate expenses to unconsolidated joint ventures based on the time incurred to manage assets owned by our unconsolidated joint ventures. The method for measuring aggregate general and administrative expenses has not changed, and total general and administrative expenses remained relatively stable at $7.7 million and $7.5were $8.4 million for the three months ended ~~September 30, 2017 and 2016, respectively. General and administrative expenses - corporate decreased to $7.0~~March 31, 2019, which represents an increase from $7.8 million for the three months ended ~~September 30, 2017 from $7.5 million for~~March 31, 2018, primarily due to compensation costs related to expanding our team in the ~~three months ended September 30, 2016;~~second half of 2018 ($0.4 million) and ~~general~~additional insurance costs ($0.3 million). General and administrative – corporate expenses -are expected to remain at similar levels in the near term.

General and administrative – unconsolidated joint ventures ~~increased to~~expenses were relatively stable at $0.8 million and $0.7 million for the three months ended ~~September 30, 2017 from $0.0~~March 31, 2019 and 2018, respectively. Future general and administrative – unconsolidated joint ventures expenses are expected to vary as a result of future investing activities.

Interest expense was $12.1 million for the three months ended ~~September 30, 2016.~~

~~Interest expense was $14.7~~March 31, 2019, which represents a decrease from $15.9 million for the three months ended ~~September 30, 2017,~~March 31, 2018. The decrease results from prior-year debt repayments and settlements ($3.3 million), the settlement of a capital lease obligation using the corresponding development authority bonds ($1.8 million), and interest capitalization ($0.3 million), which ~~represents a decrease as compared with $17.1 million for~~are partially offset by the ~~three months ended September 30, 2016, primarily due~~net impact of using our Revolving Credit Facility to ~~mortgage note payoffs~~pay down the $300 Million Term Loan ($~~1.4 million) and bond interest savings resulting from the issuance of the 2026 Bonds Payable and redemption of the 2018 Bonds Payable in 2016 ($1.1~~1.6 million). We expect interest expense to ~~increase~~vary in the near term ~~due to borrowings to fund acquisitions occurring subsequent to period end.~~based on future financing activities.

Interest and other income was ~~$2.8 million~~$1,000 for the three months ended ~~September 30, 2017,~~March 31, 2019, which represents ~~an increase~~a decrease compared with $1.8 million for the three months ended ~~September 30, 2016. The increase is due to interest income earned on additional cash deposits held in 2017 ($1.0 million).~~March 31, 2018. The majority of this income isin 2018 was earned on investments in development authority bonds, ~~with~~which were used to settle a ~~remaining term of approximately 4.3 years as of September 30, 2017 ($1.8 million for both the three months ended September 30, 2017 and September 30, 2016).~~corresponding capital lease obligation in December 2018. Interest income earned on investments in development authority bonds iswas entirely offset by interest expense incurred on the corresponding capital leases. Interest income is expected to ~~decrease~~remain at similar levels in the near ~~term, as we have reinvested cash on hand.~~term.

We recognized a ~~loss~~gain on ~~early extinguishment~~sale of ~~debt~~unconsolidated joint venture interests of ~~$0.3~~$0.8 million in 2018, related to the sale of a second 22.5% interest in University Circle and ~~$18.9 million for the three months ended September 30, 2017 and September 30, 2016, respectively. In August 2017, we repaid the $124.8 million 650 California~~333 Market Street ~~building mortgage note approximately 23 months early; and,~~joint ventures in ~~April 2016, we repaid the $119.0 million remaining balance on a bridge loan approximately three months early. These early repayments resulted in the write-off of related deferred financing costs.~~February 2018. We expect future gains or losses on ~~early extinguishments~~sales of ~~debt~~unconsolidated joint venture interests to vary with ~~financing~~future joint venture disposition activities.

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Income ~~(loss)~~ from the unconsolidated joint ventures was ~~$2.9~~flat at $1.8 million for both the three months ended ~~September 30, 2017, which represents an increase as compared to $(1.9) million for~~March 31, 2019 and 2018. We expect income from the ~~three months ended September 30, 2016. The increase is due to the transfer of University Circle and 333 Market Street to~~ unconsolidated joint ventures ~~in which we retain a 77.5% ownership interest, and the acquisition of a 49.5% interest in 114 Fifth Avenue through an unconsolidated~~to vary based on future joint venture ~~none of which are encumbered by mortgage debt. Future income or loss from unconsolidated joint ventures may vary as a result of future~~ investing activities and leasing activity at the properties owned through unconsolidated joint ventures.

Net income was ~~$101.5~~$3.5 million, or ~~$0.84~~$0.03 per basic and diluted share, for the three months ended ~~September 30, 2017,~~March 31, 2019, which represents an increase as compared with ~~$36.9~~net income of $1.5 million, or ~~$0.30~~$0.01 per basic and diluted share, for the three months ended ~~September 30, 2016.~~March 31, 2018. The increase is primarily due to ~~gains recognized on dispositions~~recent leasing ($52.0 million), 2016 debt repayment activity ($18.6 million), the lease with NYU Langone Medical at 222 East 41st Street that commenced in the fourth quarter of 2016 ($7.6 million), and fees earned for managing the new Allianz Joint Ventures ($0.63.5 million), partially offset by ~~lost~~a reduction in income ~~from sold properties ($15.1 million). See the "Supplemental Performance Measures" section~~ ~~below for our same-store results compared with the prior year. We expect future earnings to vary as~~ ~~a result of leasing activity at our existing properties and investing activity.~~

~~Comparison of the Nine Months Ended September 30, 2017 with the Nine Months Ended September 30, 2016~~

Rental income was $193.3 million for the nine months ended September 30, 2017, which represents a decrease as compared with $280.7 million for the nine months ended September 30, 2016. The decrease is primarily due to prior-year dispositions ($76.3 million) and transferring University Circle and 333 Market Street to unconsolidated joint ventures ($11.4 million). We expect future rental income to vary based on recent and future investing and leasing activity.

Tenant reimbursements and property operating costs were $18.6 million and $64.5 million, respectively, for the nine months ended September 30, 2017, which reflects corresponding decreases as compared with $55.6 million and $120.7 million, respectively, for the nine months ended September 30, 2016. The decrease in tenant reimbursements is primarily due to dispositions ($30.2 million), and the new net lease at 222 East 41st Street ($2.9 million), and transferring University Circle and 333 Market Street to unconsolidated joint ventures ($2.2 million). The decrease in property operating costs is primarily due to dispositions ($47.1 million), the new net lease at 222 East 41st Street ($9.2 million), and transferring University Circle and 333 Market Street to unconsolidated joint ventures ($1.8 million). Tenant reimbursements and property operating costs are expected to vary with leasing activity and changes in our portfolio.

Hotel income, net of hotel operating costs, was $(0.7) million for the nine months ended September 30, 2017, which represents a decrease as compared with $3.2 million for the nine months ended September 30, 2016, due to the sale of the Key Center Marriott on January 31, 2017.

Asset and property management fee income was $2.1 million for the nine months ended September 30, 2017, which represents an increase as compared with $1.7 million for the nine months ended September 30, 2016. In the current year period, we provided asset and property management services to the Market Square Joint Venture and the San Francisco Joint Ventures, since their formation in July 2017. In the prior year period, such services were provided only to the Market Square Joint Venture. We anticipate asset and property management fee income to increase in the near term as a result of the newly formed 1800 M Street Joint Venture (see Note 4, ~~Unconsolidated Joint Ventures~~).

Other property income was $2.0 million for the nine months ended September 30, 2017, which represents a decrease as compared with $12.4 million for the nine months ended September 30, 2016, primarily due to earning an early termination fee of $6.2 million at 222 East 41st Street in June 2016 and $4.5 million for other lease terminations in 2016. The terminated lease at 222 East 41st Street was replaced with a full-building lease, which commenced in the fourth quarter of 2016. The decrease in termination fee income was partially offset by increased reimbursements from unconsolidated joint ventures ($0.8 million). Other property operating income is expected to vary in the future based on additional lease restructuring activities.

Asset and property management fee expenses were $0.7 million for the nine months ended September 30, 2017, which represents a decrease as compared with $1.1 million and September 30, 2016, primarily due to the sale of the Key Center Marriott in January 2017 ($0.3 million). Future asset and property management fee expenses are expected to remain stable in the near term and may increase as a result of future investing activity.

Depreciation was $60.5 million for the nine months ended September 30, 2017, which represents a decrease as compared with $84.5 million for the nine months ended September 30, 2016. The decrease is primarily due to dispositions ($20.6 million) and transferring University Circle and 333 Market Street to unconsolidated joint ventures ($2.8 million). Depreciation is expected to vary based on recent and future investing activity.

~~Amortization w~~as $24.5 million for the nine months ended September 30, 2017, which represents a decrease as compared with $42.9 million for the nine months ended September 30, 2016. The decrease is primarily due to intangibles written off due to the

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early termination or expiration of leases ($8.2 million), dispositions ($8.1 million), and transferring University Circle and 333 Market Street to unconsolidated joint ventures ($1.2 million). We expect future ~~amortization to vary based on recent and future investing activity.~~

Effective July 1, 2017, we began to certain allocate general and administrative expenses to unconsolidated joint ventures based on the time incurred to manage assets owned by our unconsolidated joint ventures. The method for measuring aggregate general and administrative expenses has not changed, and total general and administrative expenses remained relatively stable at $25.7 million for both the nine months ended September 30, 2017 and 2016. General and administrative expenses - corporate decreased to $25.0 million for the nine months ended September 30, 2017 from $25.7 million for the nine months ended September 30, 2016; and general and administrative expenses - unconsolidated joint ventures increased to $0.7 million for the nine months ended September 30, 2017 from $0.0 million for the nine months ended September 30, 2016.

Interest expense was $44.3 million for the nine months ended September 30, 2017, which represents a decrease as compared with $52.4 million for the nine months ended September 30, 2016, primarily due to mortgage note payoffs ($3.5 million), incurring interest on our line of credit borrowings in the prior period ($2.9 million), bond interest savings resulting from the issuance of the 2026 Bonds Payable and redemption of the 2018 Bonds Payable in 2016 ($2.1 million). We expect interest expense to increase in the near term due to borrowings to fund acquisitions occurring subsequent to period end.

Interest and other income was $7.7 million for the nine months ended September 30, 2017, which represents an increase compared with $5.5 million for the nine months ended September 30, 2016. The increase is due to interest income earned on cash deposits ($2.2 million). The majority of this income is earned on investments in development authority bonds with a remaining term of approximately 4.3 years as of September 30, 2017 ($5.4 million for both the nine months ended September 30, 2017 and September 30, 2016). Interest income earned on development authority bonds is entirely offset by interest expense incurred on the corresponding capital leases. Interest income is expected to decrease in the near term, as we have reinvested cash on hand.

~~We recognized a loss on early extinguishment~~ of debt of $0.3 million and $19.0 million for the nine months ended September 30, 2017 and September 30, 2016, respectively. In March 2017, we repaid the 221 Main Street building mortgage note approximately two months early; and in August 2017, we repaid the 650 California Street building mortgage note approximately 23 months early. In April 2016, we repaid the $119.0 million remaining balance on a bridge loan approximately three months early. These early repayments resulted in the write-off of related deferred financing costs. We expect future gains or losses on early extinguishments of debt to vary with financing activities.

Loss from unconsolidated joint ventures was $0.8 million for the nine months ended September 30, 2017, which represents an increase as compared with $5.4 million for the nine months ended September 30, 2016. The increase is due to the transfer of University Circle and 333 Market Street to unconsolidated joint ventures, in which we retain a 77.5% ownership interest, and the acquisition of a 49.5% interest in 114 Fifth Avenue. ~~Future income or loss from unconsolidated joint ventures will vary as a result of future investing activities and~~ ~~leasing at the properties held in unconsolidated joint ventures.~~

We recognized a gain on sale of real estate assets of $175.5 million for the nine months ended September 30, 2017, as a result of selling three properties in Houston, Texas, and the Key Center Tower and Marriott in Cleveland, Ohio in January 2017; and selling a 22.5% interest in each of the University Circle property and the 333 Market Street building in July 2017. We recognized a gain on sale of real estate assets of $50.1 million for the nine months ended September 30, 2016, as a result of selling three properties in separate transactions during the first nine months of 2016. See Note 3, ~~Real Estate Transactions, for details of these transactions.~~ ~~Future gains on sale of real estate assets will vary with future disposition~~ ~~activity~~.

~~Net income was $177.4 million, or $1.46 per basic and diluted share, for the nine months ended September 30, 2017, which represents an increase as compared with $56.9 million, or $0.46 per basic and~~ ~~diluted share, for the~~ ~~nine~~ ~~months ended~~ September 30, 2016. The increase is due to gains on sale of real estate ($125.4 million) and financing activities resulting in interest savings in the current year and losses on early extinguishment of debt in the prior year ($26.8 million), partially offset by lost income from sold properties ($32.81.5 million). See the "Supplemental Performance Measures" section below for our same-store results compared with the prior year. We ~~expect~~expect future earnings to vary, primarily as a result of leasing activity at our existing properties and future investing activity.

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NOI by Geographic Segment

We consider geographic location when evaluating our portfolio composition and in assessing the ongoing operations and performance of our properties. As of ~~September 30, 2017,~~March 31, 2019, we aggregated our properties into the following geographic segments: New York, San Francisco, Atlanta, Washington, D.C., Boston, Los Angeles, and all other office markets. All other office markets consists of properties in low-barrier-to-entry geographic locations in which we do not have a substantial presence and do not plan to make further investments. NOI, as presented below, includes our share of properties owned through unconsolidated joint ventures. See Note ~~11,~~13, Segment Information, toof the accompanying consolidated financial ~~statements.~~statements for additional information and a reconciliation from GAAP net income to NOI.

The following table presents NOI by geographic segment (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
New York(1)	$	16,536		$	11,380		$	50,411		$	52,515		$	22,806		$	24,179
San Francisco(2)	18,166			20,095			57,733			60,547			20,497			19,554
Atlanta	8,500			8,249			25,078			24,756			8,151			8,754
Washington, D.C.(3)	4,209			3,632			11,052			13,303			8,453			8,330
Boston	1,196			1,425			3,797			4,111			1,989			1,768
Los Angeles	1,155			894			3,439			3,336			1,119			1,208
All other office markets	4,071			23,723			15,598			76,111			3,836			3,291
Total office segments	53,833			69,398			167,108			234,679			66,851			67,084
Hotel	(24		)	1,301			(914		)	3,171
Corporate	(364		)	(59		)	(489		)	(137		)	(205		)	(225		)
Total	$	53,445		$	70,640		$	165,705		$	237,713
Total NOI													$	66,646		$	66,859


⁽¹⁾	Includes NOI for two unconsolidated properties, 114 Fifth Avenue and 799 Broadway, based on our ownership interest: 49.5% for 114 Fifth Avenue for all periods presented; and 49.7% for 799 Broadway from October 3, 2018 through March 31, 2019.


⁽²⁾	Includes NOI for two unconsolidated properties, 333 Market Street and University Circle, based on our ownership interests: 77.5% from January 1, 2018 through January 31, 2018; and 55.0% from February 1, 2018 through March 31, 2019.


⁽³⁾	Includes NOI for two unconsolidated properties, Market Square and 1800 M Street, based on our ownership interests: 51.0% for the Market Square and 55.0% for 1800 M Street for all periods presented.

New York

Current quarter NOI was positively impacted by the commencement of our lease with NYU Langone Medical at 222 East 41st Street, which was vacant during the prior year period, as the full building was prepared for the lease with NYU Langone Medical, which commenced in October 2016. New York NOI is expected to increase in the near term with the acquisitions of 245-249 West 17th Street and 218 West 18th Street in October 2017, as described in Note 3, ~~Real Estate Transactions, of the accompanying consolidated financial statements.~~

~~San Francisco~~

NOI has decreased ~~quarter over quarter due to the July 6, 2017 sale of a 22.5% interest in both 333 Market Street and University Circle. San Francisco NOI is expected to decrease in the near term~~ as a result of the ~~planned~~ sale of ~~an additional 22.5% interest~~222 East 41st Street in ~~each~~May of ~~these properties, as described in Note 3,~~ ~~Real Estate Transactions, of the accompanying consolidated financial statements.~~2018, partially offset by leasing, primarily at 315 Park Avenue South. From March 31, 2018 to March 31, 2019, 315 Park Avenue South's commenced occupancy increased from 62.9% to 93.8%.

~~Washington, D.C.~~San Francisco

NOI ~~for the nine month period~~ has ~~been impacted by decreased occupancy at 80 M Street and Market Square earlier in the current year. Over the near term, Washington, D.C. NOI is expected to increase~~increased as a result of ~~recent~~ leasing, ~~activity and the October 2017 acquisition of a 55% interest in 1800 M Street, as described in Note 3,~~ ~~Real Estate Transactions, of the accompanying consolidated financial statements.~~primarily at 650 California Street. From March 31, 2018 to March 31, 2019, 650 California Street's commenced occupancy increased from 76.7% to 93.9%.

Boston

NOI has ~~been impacted by decreased occupancy at 116 Huntington. NOI is expected to vary with leasing activity at the property.~~

~~Los Angeles~~

~~NOI for the quarter was impacted positively by property tax reimbursements in prior year at Pasadena Corporate Park. NOI is expected to remain at similar levels for the near term.~~

~~All other office markets~~

~~NOI has decreased significantly~~increased as a result of ~~selling 9 office properties between July 1, 2016 and January~~leasing at 116 Huntington Avenue. From March 31, 2018 to March 31, 2019, 116 Huntington Avenue's commenced occupancy increased from 78.5% to 89.0%.

All Other Office Markets

NOI decreased as a result of the tenant at 263 Shuman Boulevard vacating the property in May 2017. ~~We expect all other office markets NOI~~263 Shuman Boulevard was transferred to ~~remain relatively stable~~the lender in extinguishment of the ~~near term.~~

~~Hotel~~

~~The Key Center Marriott, our only hotel, was sold~~related mortgage note on ~~January 31, 2017.~~April 13, 2018.

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Supplemental Performance Measures

In addition to net income, we measure the company's performance ~~of the company~~ using certain non-GAAP ~~supplemental performance measures,~~metrics, including: (i) Funds From Operations ("FFO"), (ii) Net Operating Income ("NOI"), and (iii) Same Store Net Operating Income ("Same Store NOI"). These ~~non-GAAP metrics~~supplemental performance measures are commonly used by REIT industry analysts and investors, ~~as supplemental operation performance measures of REITs~~ and are viewed by management to be useful indicators of operating ~~performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes~~performance principally because they exclude the effects of certain income and expenses that do not reflect the ~~value~~cash-generating capability of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors have considered presentation of operating results for real estate companies using historical cost accounting alone to be insufficient.our operations. Management believes that the use of FFO, NOI, and Same Store NOI, combined with net income, improves the understanding of operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful.

Net income is the most comparable GAAP measure to FFO, NOI, and Same Store NOI. Each of these supplemental performance measures ~~exclude~~excludes expenses that materially impact our overall results of operations and, therefore, should not be considered as a substitute for net income, ~~income before income taxes,~~ or any other measures derived in accordance with GAAP. Furthermore, these metrics may not be comparable to other similarly titled measures used by other companies.

Funds From Operations

FFO is a non-GAAP measure used by many investors and analysts who follow the real estate industry to measure the performance of an equity REIT. We consider FFO a useful measure of our performance principally because it ~~principally adjusts for~~excludes the effects of ~~GAAP~~ depreciation and amortization of real estate ~~assets, which assumes that~~assets. GAAP depreciation and amortization reflect a systematic reduction in the carrying value of real estate ~~diminishes predictably over time. Since~~assets and, therefore, are not indicative of the actual increase or decrease in the realizable value of real estate ~~values have historically risen or fallen with market conditions, we believe that FFO provides a meaningful supplemental measure of our performance.~~assets. We believe that the use of FFO, combined with the required GAAP presentations, is beneficial in improving our investors' understanding of our operating results and allowing for comparisons among other companies who define FFO as we do.

FFO, as defined by the National Association of Real Estate Investment Trusts ("NAREIT"), represents net income (computed in accordance with GAAP), excluding gains or losses on sales of real estate and impairments of real estate assets, plus real estate-related depreciation and amortization, ~~and,~~ after adjustments for unconsolidated partnerships and joint ventures, for both continuing and discontinued operations. We compute FFO in accordance with NAREIT's definition, which may differ from the methodology for calculating FFO, or similarly titled measures, used by other companies, and ~~this~~thus may not be comparable to those presentations.

FFO is not reduced for the amounts needed to fund capital replacements or expansions, debt service obligations, or other commitments and uncertainties, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions. Our presentation of FFO should not be considered as an alternative to net income (computed in accordance with GAAP) or as an indicator of financial performance.

~~Net~~GAAP net income reconciles to FFO as follows (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019		2018
Net income	$	101,534		$	36,898		$	177,389		$	56,881		$	3,513	$	1,498
Adjustments:
Depreciation of real estate assets	18,501			26,778			60,529			84,517			20,404		20,835
Amortization of lease-related costs	6,870			11,895			24,518			42,902			7,461		8,016
Depreciation and amortization included in income (loss) from unconsolidated joint ventures⁽¹⁾	7,180			2,123			11,401			6,670
Loss (gains) on sales of real estate assets	(102,365		)	(50,412		)	(175,518		)	(50,083		)
Depreciation and amortization included in income from unconsolidated joint ventures⁽¹⁾													12,928		13,558
Gain on sale of unconsolidated joint venture interests													—		(762		)
Total funds from operations adjustments	(69,814		)	(9,616		)	(79,070		)	84,006			40,793		41,647
NAREIT FFO available to common stockholders	$	31,720		$	27,282		$	98,319		$	140,887		$	44,306	$	43,145


⁽¹⁾	Reflects our ownership interest in depreciation and amortization for investments in unconsolidated joint ventures.

The following significant noncash revenues and expenses are included in our funds from operations:

Straight-line rental income, net: to recognize rent on a straight-line basis over the lease term, we recognized net straight-line rental income for our wholly owned properties of $4.5 million and $9.5 million for the three months ended March 31, 2019 and 2018, respectively. Income from unconsolidated joint ventures includes additional net straight-line rental income of $(0.2) million and $34,000 for the three months ended March 31, 2019 and 2018, respectively.

Amortization of intangible lease assets and liabilities: to amortize above- and below-market, in-place lease intangible assets (liabilities), we recognized net increases to rental revenues (or decreases to operating expenses) for our wholly

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owned properties of $1.0 million and $0.1 million for the three months ended March 31, 2019 and 2018, respectively. Income from unconsolidated joint ventures includes additional net operating income for amortization of intangible lease assets and liabilities of $2.5 million and $3.1 million for the three months ended March 31, 2019 and 2018, respectively.

Amortization of deferred financing costs and debt premiums (discounts): to amortize costs associated with securing debt from third-party lenders over the terms of the respective debt facilities, we recognized noncash interest expense of $0.6 million and $0.9 million for the three months ended March 31, 2019 and 2018, respectively. Income from unconsolidated joint ventures includes additional noncash interest expense of $0.4 million for both the three months ended March 31, 2019 and 2018.

Net Operating Income

As set forth below, NOI is calculated by deducting property operating costs from rental and other property revenues for continuing operations. As a performance metric consisting of only revenues and expenses directly related to ongoing real estate rental operations, which have been or will be settled in cash, NOI is narrower in scope than FFO.

NOI, as we calculate it, may not be directly comparable to similarly titled, but differently calculated, measures for other REITs. We believe that NOI is another useful supplemental performance measure, as it is an input in many REIT valuation models, and it provides a means by which to evaluate the performance of the properties.

The major factors influencing our NOI are property acquisitions and dispositions, occupancy levels, rental rate increases or decreases, and the recoverability of operating expenses.

Same Store Net Operating Income

We also evaluate the performance of our properties, on a "same-store" basis, using a metric referred to as Same Store NOI. We view Same Store NOI as a useful supplemental performance measure because it improves comparability between periods by eliminating the ~~near-term~~ effects of ~~acquisitions and dispositions.~~changes in our operating portfolio. On an individual property basis, Same Store NOI is computed in the same manner as NOI (as described in the preceding section). For the periods presented, we have defined our same-store portfolio as those properties that have been continuously owned and operated since ~~July~~January 1, ~~2016~~2018 (the first day of the first period presented). NOI and Same Store NOI are calculated as follows for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 (in thousands):


	Three Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2019			2018
Same Store NOI – wholly owned properties:
Revenues:
Rental income	$	54,293		$	48,862
Tenant reimbursements	4,293			4,067
Rental income and tenant reimbursements							$	71,001		$	65,847
Other property income	946			1,703			1,702			1,640
Total revenues	59,532			54,632			72,703			67,487
Property operating expenses	(19,991		)	(19,122		)	(23,878		)	(21,534		)
Same Store NOI – wholly owned properties⁽¹⁾	$	39,541		$	35,510		48,825			45,953
Same Store NOI – joint venture owned properties⁽²⁾	$	13,079		$	12,215
Same Store NOI – joint venture-owned properties⁽²⁾							17,719			16,846
Same Store NOI							66,544			62,799
NOI from acquisitions⁽³⁾	533			—			102			—
NOI from dispositions⁽⁴⁾	292			22,915			—			4,060
NOI	$	53,445		$	70,640		$	66,646		$	66,859


⁽¹⁾	Reflects NOI from properties that were wholly owned for the entirety of the periods presented.

⁽²⁾

~~For both periods, reflects our ownership interest in~~Reflects NOI ~~for~~earned from properties owned through unconsolidated joint ventures based on our ownership interest as of ~~September 30, 2017.~~March 31, 2019, for the entirety of the periods presented. The NOI for properties held through unconsolidated joint ventures is included in income ~~(loss)~~ from unconsolidated joint ventures in our accompanying consolidated statements of operations. See Note 4, Unconsolidated Joint Ventures, of the accompanying consolidated financial statements, for more information.


⁽³⁾	Reflects activity for the following properties acquired since ~~July~~January 1, ~~2016,~~2018, for all periods presented: ~~49.5%~~Lindbergh Center – Retail, acquired on October 24, 2018 and 49.7% of ~~114 Fifth Avenue.~~799 Broadway, acquired on October 3, 2018.

⁽⁴⁾

Reflects activity for the following properties sold since ~~July~~January 1, ~~2016,~~2018, for all periods presented: 222 East 41st Street, sold on May 29, 2018; 263 Shuman Boulevard, returned to lender on April 13, 2018; and 22.5% of both University Circle ~~22.5% of~~and 333 Market Street, Key Center Tower & Key Center Marriott, 5 Houston Center, Energy Center I, 515 Post Oak, SanTan Corporate Center, Sterling Commerce, 80 Park Plaza, 9127, 9189, 9191 & 9193 South Jamaica Street, and 800 North Frederick.sold on February 1, 2018.

Same store NOI increased for the three months ended September 30, 2017, as compared with the three months ended September 30, 2016, primarily due to our lease with NYU Langone Medical at 222 East 41st Street, which was vacant during the prior year period as the full building was prepared for the lease with NYU Langone Medical to commence in October 2016. Same store NOI is expected increase over the near term as a result of recent leasing activity.

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Same Store NOI increased from $62.8 million for the three months ended March 31, 2018, to $66.5 million for the three months ended March 31, 2019, primarily as a result of leasing at 315 Park Avenue South in New York and 650 California Street in San Francisco.

A reconciliation of GAAP net income to NOI and Same Store NOI is presented below (in thousands):


	Three Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2019			2018
Net income	$	101,534		$	36,898		$	3,513		$	1,498
Depreciation	18,501			26,778			20,404			20,835
Amortization	6,870			11,895			7,461			8,016
General and administrative - corporate	7,034			7,467
General and administrative - joint venture	713			—
General and administrative – corporate							8,424			7,794
General and administrative – unconsolidated joint ventures							809			731
Net interest expense	13,690			17,116			12,094			15,892
Interest income from development authority bonds	(1,800		)	(1,800		)	—			(1,800		)
Loss on early extinguishment of debt	280			18,905
Gain on sale of unconsolidated joint venture interests							—			(762		)
Income tax expense	3			65			7			7
Asset and property management fee income	(1,154		)	(511		)	(1,869		)	(1,759		)
Adjustments included in income (loss) from unconsolidated joint ventures	10,139			4,239
Loss on sales of real estate assets	(102,365		)	(50,412		)
Adjustments included in income from unconsolidated joint ventures							15,803			16,407
NOI:	$	53,445		$	70,640		$	66,646		$	66,859
Same Store NOI – joint venture owned properties⁽¹⁾	(13,079		)	(12,215		)	(17,719		)	(16,846		)
NOI from acquisitions⁽²⁾	(533		)	—			(102		)	—
NOI from dispositions⁽³⁾	(292		)	(22,915		)	—			(4,060		)
Same Store NOI – wholly owned properties⁽⁴⁾	$	39,541		$	35,510		$	48,825		$	45,953

⁽¹⁾


⁽²⁾	Reflects ~~activity~~NOI for the following properties acquired since ~~July~~January 1, ~~2016,~~2018, for all periods presented: ~~49.5%~~Lindbergh Center – Retail, acquired on October 24, 2018 and 49.7% of ~~114 Fifth Avenue.~~799 Broadway, acquired on October 3, 2018.

⁽³⁾

Reflects ~~activity~~NOI for the following properties sold since ~~July~~January 1, ~~2016,~~2018, for all periods presented: 222 East 41st Street sold on May 29, 2018; 263 Shuman Boulevard returned to lender on April 13, 2018; and 22.5% of both University Circle ~~22.5% of~~and 333 Market Street, Key Center Tower & Key Center Marriott, 5 Houston Center, Energy Center I, 515 Post Oak, SanTan Corporate Center, Sterling Commerce, 80 Park Plaza, 9127, 9189, 9191 & 9193 South Jamaica Street, and 800 North Frederick.sold on February 1, 2018.


⁽⁴⁾	Reflects NOI from properties that were wholly owned for the entirety of the periods presented.

Election as a REIT

We have elected to be taxed as a REIT under the Code and have operated as such beginning with our taxable year ended December 31, 2003. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our adjusted taxable income, as defined in the Code, to our ~~stockholders, computed without regard to~~stockholders. To the ~~dividends-paid deduction and by excluding~~extent that we satisfy the distribution requirement but distribute less than 100% of our ~~net capital gain. As a~~ REIT taxable income, we ~~generally will not~~would be subject to federal and state corporate income tax on ~~income that we distribute to our stockholders.~~the undistributed income. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income for that year and for the four years following the year during which qualification is lost, unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could materially affect our net income and net cash available for distribution to our stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT for federal income tax purposes.

The TRS Entities are wholly owned subsidiaries of Columbia Property Trust and are organized as Delaware limited liability companies. The TRS Entities, among other things, provide tenant services that ~~Columbia Property Trust,~~we, as a REIT, cannot otherwise provide. We have elected to treat the TRS Entities as taxable REIT subsidiaries. We may perform certain additional, noncustomary services for tenants of our buildings through the TRS Entities; however, any earnings related to such services are subject to federal and state income taxes. In addition, for us to continue to qualify as a REIT, we must limit our investments in taxable REIT subsidiaries to ~~25%~~20% of the value of our total assets. Deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted rates expected to be in effect when the temporary differences reverse.

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No provisions for federal income taxes have been made in our accompanying consolidated financial statements, other than the provisions relating to the TRS Entities, as we made distributions in excess of or equal to taxable income for the periods presented. We are subject to certain state and local taxes related to property operations in certain locations, which have been provided for in our accompanying consolidated financial statements.

~~Page 50~~

Inflation

We are exposed to inflation risk, as income from long-term leases is the primary source of our cash flows from operations. There are provisions in the majority of our tenant leases that are intended to protect us from, and mitigate the risk of, the impact of inflation. These provisions include rent steps, reimbursement billings for operating expense pass-through charges, real estate tax and insurance reimbursements on a per-square-foot basis or, in some cases, annual reimbursement of operating expenses above a certain per-square-foot allowance. However, due to the long-term nature of the leases, the leases may not reset frequently enough to fully cover inflation.

Application of Critical Accounting Policies

There have been no material changes in our critical accounting policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018. As described in Note 2, Summary of Significant Accounting Policies, to the accompanying consolidated financial statements, we adopted ASC 842 during the quarter ended March 31, 2019.

Related-Party Transactions

During the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, we did not have any related-party transactions, except as described in Note 4, Unconsolidated Joint Ventures, of the accompanying financial statements.

Commitments and Contingencies

We are subject to certain commitments and contingencies with regard to certain transactions. Refer to Note 7, Commitments and Contingencies, of our accompanying ~~consolidated~~ financial statements for further explanation. Examples of such commitments and contingencies include:

~~guaranty of~~guaranties related to the debt of an unconsolidated joint ~~venture of $11.2 million;~~ventures;

obligations under operating leases;

obligations under capital leases;

commitments under existing lease agreements; and

litigation.

Subsequent Events

We have evaluated subsequent events in connection with the preparation of the consolidated financial statements and notes thereto included in this report on Form 10-Q, and ~~noted~~notes that the ~~following in addition to those disclosed elsewhere in this report:~~

~~Acquisition of investment in 1800 M Street through a joint venture, as described in Note 3,~~ ~~Real Estate Transactions,~~ ~~of the accompanying consolidated financial statements.~~


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a result of certain of our outstanding debt facilities, we are exposed to interest rate changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flow, primarily through a low to moderate level of overall borrowings. ~~However, we currently have a substantial amount of debt outstanding.~~ We manage our ratio of fixed- to floating-rate debt with the objective of achieving a mix that we believe is appropriate in light of anticipated changes. We closely monitor interest rates and will continue to consider the sources and terms of our borrowing facilities to determine whether we have appropriately guarded ourselves against the risk of increasing interest rates in future periods. Fluctuations in LIBOR may affect the amount of interest expense we incur on borrowings indexed to LIBOR, such as borrowings under the Revolving Credit Facility and the $300 Million Term Loan, which bear interest at the applicable LIBOR rate, as defined in the credit agreements, plus an applicable margin that is subject to adjustment based on our credit ratings.

Additionally, we have entered into interest rate swaps and may enter into other interest rate swaps, caps, or other arrangements to mitigate our interest rate risk on a related financial instrument. We do not currently enter into derivative or interest rate transactions for speculative purposes; however, at times certain of our derivatives may not qualify for hedge accounting treatment. All of our debt was entered into for other-than-trading purposes.

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Our financial instruments consist of both fixed-rate and variable-rate debt. Our variable-rate borrowings consist of the Revolving Credit Facility, the $300 Million Term Loan, and the $150 Million Term Loan. However, only the Revolving Credit Facility and the $300 Million Term Loan bear interest at effectively variable rates, as the variable rate on the $150 Million Term Loan has been effectively fixed through the interest rate swap agreement described in the "Liquidity and Capital Resources" section of Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations.

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As of ~~September 30, 2017~~March 31, 2019, we had no$533.0 million in outstanding borrowings under the Revolving Credit Facility; $150.0 million outstanding on the $150 Million Term Loan; ~~$300.0 million outstanding on the $300 Million Term Loan; $349.6~~$349.7 million in 2025 Bonds Payable outstanding; ~~$348.8~~$349.0 million in 2026 Bonds Payable outstanding; and ~~$73.0million~~no borrowings outstanding on ~~fixed-rate, term mortgage loans.~~our $300 Million Term Loan. The amounts outstanding on our Revolving Credit Facility in the future will largely depend upon future acquisition and disposition activity. The weighted-average interest rate of all our consolidated debt instruments was ~~3.72%~~3.58% as of ~~September 30, 2017.~~March 31, 2019.

Approximately ~~$921.4~~$848.7 million of our total debt outstanding as of ~~September 30, 2017,~~March 31, 2019, is subject to fixed rates, either directly or when coupled with an interest rate swap agreement. As of ~~September 30, 2017,~~March 31, 2019, these balances incurred interest expense at an average interest rate of ~~4.17%~~3.75% and have expirations ranging from ~~2017~~2022 through 2026. A change in the market interest rate impacts the net financial instrument position of our fixed-rate debt portfolio; however, it has no impact on interest incurred or cash flows. ~~A 1.0% change~~

Approximately $533.0 million of our total debt is subject to variable rates. As of March 31, 2019, this balance incurred interest expense at an average interest rate of 3.31% and expires in 2023. An increase or decrease in interest rates of 100 basis points would have a ~~$3.0~~$5.3 million annual impact on our interest payments. ~~The amounts outstanding on our Revolving Credit Facility in the future will largely depend upon future acquisition and disposition activity.~~

Our ~~unconsolidated~~ Market Square Joint Venture holds a $325 million mortgage note, which bears interest at a fixed rate of 5.07%.; and our 799 Broadway Joint Venture holds a $103.1 million construction note, which bears interest at a floating rate of 6.74% as of March 31, 2019. Adjusting for ~~51%~~our ownership share of the debt at ~~the Market Square Joint Venture, which we own through an~~these unconsolidated joint ~~venture,~~ventures, our weighted-average interest rate of all of our debt instruments is ~~3.88%. None of the other joint venture owned properties have mortgage debt.~~

~~We do not believe there is any exposure to increases in interest rates related to the capital lease obligations of $120.0 million~~3.84% at ~~September 30, 2017, as the obligations are at fixed interest rates.~~March 31, 2019.


ITEM 4.	CONTROLS AND PROCEDURES

Management's Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) under the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report in providing a reasonable level of assurance that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods in SEC rules and forms, including providing a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Principal Executive Officer and our Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended ~~September 30, 2017~~March 31, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II.	OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

From time to time, we are party to legal proceedings, which arise in the ordinary course of our business. We are not currently involved in any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations, liquidity, or financial condition, nor are we aware of any such legal proceedings contemplated by governmental authorities.


ITEM 1A.	RISK FACTORS

There have been no material changes from the risk factors disclosed in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


(a)	During the quarter ended ~~September 30, 2017,~~March 31, 2019, we did not sell any equity securities that were not registered under the Securities Act of 1933.


(b)	Not applicable.


(c)	On September 4, ~~2015,~~2017, our board of directors approved the ~~2015~~2017 Stock Repurchase Program, which ~~provided~~provides for Columbia Property Trust to buy up to $200 million of our common stock over a two-year period, ~~which expired~~expiring on September 4, ~~2017.~~2019.

On September 4, 2017, our board of directors approved the 2017 Stock Repurchase Program, which provides for Columbia Property Trust to buy up to $200 million of our common stock over a two-year period, expiring on September 4, 2019.

During the quarter ended ~~September 30, 2017,~~March 31, 2019, we ~~repurchased and retired the following~~did not repurchase any shares in accordance with ~~the 2015 Stock Repurchase Program and~~ the 2017 Stock Repurchase Program, as described in Note 8, Stockholders' Equity., of the accompanying financial statements.

Period
Total Number
of Shares
Purchased

Average
Price Paid
per Share
Total Number of Shares Purchased as Part of Publicly Announced Plan
Maximum Approximate Dollar Value Available for Future Purchase⁽¹⁾

July 2017 18,770
$ 21.470
18,770
$ 103,069,583
⁽¹⁾
August 2017 1,107,243
$ 20.992
1,107,243
$ 79,826,569
⁽¹⁾
September 2017 305,254
$ 21.118
305,254
$ 194,826,742
⁽²⁾



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan	Maximum Approximate Dollar Value Available for Future Purchase
January 2019⁽¹⁾	114,491	$	20.970	114,491	$	124,373,520
February 2019	—	$	—	—	$	124,373,520
March 2019	—	$	—	—	$	124,373,520


⁽¹⁾	~~Amounts available~~ All activity for ~~future purchase~~January 2019 relates to the remittance of shares for ~~July 2017 and August 2017 relate only~~income taxes associated with certain stock grants made under the LTI Plan (See Note 8, Equity, to ~~our 2015 Stock Repurchase Program, which expired on September 4, 2017.~~


⁽²⁾the accompanying financial statements).	~~Amounts available for future purchase for September 2017 relate only to our 2017 Stock Repurchase Program, which was effective on September 4, 2017.~~


ITEM 3.	DEFAULTS UPON SENIOR SECURITIES


(a)	There have been no defaults with respect to any of our indebtedness.


(b)	Not applicable.


ITEM 4.	MINE SAFETY DISCLOSURES

Not applicable.


ITEM 5.	OTHER INFORMATION


(a)	During the ~~third~~first quarter of ~~2017,~~2019, there was no information that was required to be disclosed in a report on Form 8-K that was not disclosed in a report on Form 8-K.


(b)	There are no material changes to the procedures by which stockholders may recommend nominees to our board of directors since the filing of our most recent Schedule 14A.

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ITEM 6.	EXHIBITS


(a)	Exhibits

EXHIBIT INDEX TO

~~THIRD~~FIRST QUARTER ~~2017~~2019 FORM 10-Q OF

COLUMBIA PROPERTY TRUST, INC.

The following documents are filed as exhibits to this report. Exhibits that are not required for this report are omitted.



Ex.	Description
~~2.1~~	Agreement of Purchase and Sale of Partnership Interest in 333 Market Street, dated as of July 6, 2017 by and between the Company and Allianz (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 7, 2017).
~~2.2~~	Agreement of Purchase and Sale of Partnership Interest in University Circle, dated as of July 6, 2017 by and between the Company and Allianz (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the Commission on July 7, 2017).
3.1	Second Amended and Restated Articles of Incorporation as Amended by the First, Second, ~~Third~~ and ~~Fourth~~Third Articles of Amendment and the Articles Supplementary (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed with the Commission on November 5, 2013).
3.2	~~Second Articles of Amendment (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on August 15, 2013).~~
~~3.3~~	~~Third Articles of Amendment (incorporated by reference to Exhibit 3.2 to the Company's Current Report on From 8-K filed with the Commission on August 15, 2013).~~
~~3.4~~	Fourth Articles of Amendment (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on July 1, 2014).
~~3.5~~	~~Articles Supplementary (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on September 4, 2013).~~
~~3.6~~3.3	Fifth Articles of Amendment (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on May 3, 2017).
~~3.7~~3.4	~~Third~~Fourth Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit ~~3.2~~3.1 to the Company's Current Report on Form 8-K filed with the Commission on ~~February 13, 2017)~~March 7, 2019).
4.1	Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates) (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed with the Commission on March 1, 2013).
4.2	Indenture, dated March 12, 2015 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Commission on March 12, 2015).
4.3	Supplemental Indenture, dated March 12, 2015 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the Commission on March 12, 2015).
4.4	Form of 4.150% Senior Notes due 2025 (included in Exhibit 4.3).
4.5	Supplemental Indenture, dated August 12, 2016 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Commission on August 12, 2016).
4.6	Form of 3.650% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the Commission on August 12, 2016).
10.2*	~~Amendment to the $150 Million Term Loan dated July 25, 2017~~
31.1*	Certification of the Principal Executive Officer of the Company, pursuant to Securities Exchange Act Rules 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Principal Financial Officer of the Company, pursuant to Securities Exchange Act Rules 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of the Principal Executive Officer and Principal Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase.
101.LAB*	XBRL Taxonomy Extension Label Linkbase.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase.

*	Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		COLUMBIA PROPERTY TRUST, INC. (Registrant)

Dated:	~~October 26, 2017~~April 25, 2019	By:	/s/ JAMES A. FLEMING
			James A. Fleming Executive Vice President and Chief Financial Officer

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	For the three months ended September 30,				For the nine months ended September 30,
	2017		2016		2017		2016
Market Square Joint Venture	$	496	$	511	$	1,468	$	1,655
University Circle Joint Venture	480		—		480		—
333 Market Street Joint Venture	178		—		178		—
	$	1,154	$	511	$	2,126	$	1,655



Date of Grant	Shares		Grant-Date Fair Value
2017 Director Grants:
January 3, 2017	8,279		$	21.58
May 2, 2017	33,581	⁽¹⁾	$	22.57
2016 Director Grants:
January 4, 2016	7,439		$	23.00
April 1, 2016	8,120		$	21.89
July 1, 2016	8,158		$	21.52



	As of September 30, 2017
	Columbia Property Trust (Parent) (Guarantor)		Columbia Property Trust OP (the Issuer)		Non- Guarantors		Consolidating Adjustments			Columbia Property Trust (Consolidated)
Assets:
Real estate assets, at cost:
Land	$	—	$	—	$	609,110	$	—		$	609,110
Buildings and improvements, net	—		58		1,704,572		—			1,704,630
Intangible lease assets, net	—		—		164,699		—			164,699
Construction in progress	—		—		49,255		—			49,255
Total real estate assets	—		58		2,527,636		—			2,527,694
Investment in unconsolidated joint ventures	—		698,105		—		—			698,105
Cash and cash equivalents	359,813		16,800		6,117		—			382,730
Investment in subsidiaries	1,824,737		1,007,852		—		(2,832,589		)	—
Tenant receivables, net of allowance	—		31		2,783		—			2,814
Straight-line rent receivable	—		—		80,128		—			80,128
Prepaid expenses and other assets	369,358		123,064		15,735		(432,355		)	75,802
Intangible lease origination costs, net	—		—		28,067		—			28,067
Deferred lease costs, net	—		—		127,940		—			127,940
Investment in development authority bonds	—		—		120,000		—			120,000
Total assets	$	2,553,908	$	1,845,910	$	2,908,406	$	(3,264,944	)	$	4,043,280
Liabilities:
Line of credit and notes payable, net	$	—	$	447,588	$	503,542	$	(430,763	)	$	520,367
Bonds payable, net	—		693,562		—		—			693,562
Accounts payable, accrued expenses, and accrued capital expenditures	2		11,049		118,751		—			129,802
Due to affiliates	—		—		1,592		(1,592		)	—
Deferred income	4		81		15,671		—			15,756
Intangible lease liabilities, net	—		—		9,891		—			9,891
Obligations under capital lease	—		—		120,000		—			120,000
Total liabilities	6		1,152,280		769,447		(432,355		)	1,489,378
Equity:
Total equity	2,553,902		693,630		2,138,959		(2,832,589		)	2,553,902
Total liabilities and equity	$	2,553,908	$	1,845,910	$	2,908,406	$	(3,264,944	)	$	4,043,280



	As of December 31, 2016
	Columbia Property Trust (Parent) (Guarantor)		Columbia Property Trust OP (the Issuer)		Non- Guarantors		Consolidating Adjustments			Columbia Property Trust (Consolidated)
Assets:
Real estate assets, at cost:
Land	$	—	$	—	$	751,351	$	—		$	751,351
Building and improvements, net	—		219		2,120,931		—			2,121,150
Intangible lease assets, net	—		—		193,311		—			193,311
Construction in progress	—		—		36,188		—			36,188
Real estate assets held for sale, net	—		34,956		377,550		—			412,506
Total real estate assets	—		35,175		3,479,331		—			3,514,506
Investment in unconsolidated joint ventures	—		127,346		—		—			127,346
Cash and cash equivalents	174,420		16,509		25,156		—			216,085
Investment in subsidiaries	2,047,922		1,782,752		—		(3,830,674		)	—
Tenant receivables, net of allowance	—		—		7,163		—			7,163
Straight-line rent receivable	—		—		64,811		—			64,811
Prepaid expenses and other assets	317,153		262,216		15,593		(570,687		)	24,275
Intangible lease origination costs, net	—		—		54,279		—			54,279
Deferred lease costs, net	—		—		125,799		—			125,799
Investment in development authority bonds	—		—		120,000		—			120,000
Other assets held for sale, net	—		3,767		41,814		(52		)	45,529
Total assets	$	2,539,495	$	2,227,765	$	3,933,946	$	(4,401,413	)	$	4,299,793
Liabilities:
Lines of credit and notes payable, net	$	—	$	447,643	$	704,585	$	(430,762	)	$	721,466
Bonds payable, net	—		692,972		—		—			692,972
Accounts payable, accrued expenses, and accrued capital expenditures	—		10,395		120,633		—			131,028
Dividends payable	36,727		—		—		—			36,727
Due to affiliates	—		58		1,534		(1,592		)	—
Deferred income	—		—		19,694		—			19,694
Intangible lease liabilities, net	—		—		33,375		—			33,375
Obligations under capital leases	—		—		120,000		—			120,000
Liabilities held for sale	—		2,651		177,497		(138,385		)	41,763
Total liabilities	36,727		1,153,719		1,177,318		(570,739		)	1,797,025
Equity:
Total equity	2,502,768		1,074,046		2,756,628		(3,830,674		)	2,502,768
Total liabilities and equity	$	2,539,495	$	2,227,765	$	3,933,946	$	(4,401,413	)	$	4,299,793