COLUMBIA PROPERTY TRUST, INC. (Form: 10-K, Received: 02/18/2021 16:14:30)

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Index to Financial Statements

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


			FORM 10-K


(mark one)
☒			Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
			for the fiscal year ended December 31, 2020

OR

☐			Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
			for the transition period from ______ to ______
Commission file number 001-36113 (Columbia Property Trust, Inc.)

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)

315 Park Avenue South

Suite 500

New York, New York 10010

(Address of principal executive offices) (Zip Code)

(212) 687-0800

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, $0.01 par value

CXP

New York Stock Exchange

Securities registered pursuant to Section 12 (g) of the Act: None

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Index to Financial Statements


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes ☐ No ☒

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Yes ☒ No ☐

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

Large accelerated filer ☒						Smaller reporting company ☐
Accelerated filer o						Emerging Growth Company ☐
Non-accelerated filer 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒

As of June 30, 2020, the aggregate market value of the common stock of Columbia Property Trust, Inc. held by non-affiliates was

$1,268,450,269 based on the closing price as reported by the New York Stock Exchange.

As of January 31, 2021, 114,871,825 shares of common stock were outstanding.

Registrant incorporates by reference portions of the Columbia Property Trust, Inc. Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders (Items 10, 11, 12, 13, and 14 of Part III) to be filed prior to April 30, 2021.

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Index to Financial Statements

FORM 10-K

COLUMBIA PROPERTY TRUST, INC.

TABLE OF CONTENTS


		Page
PART I.
Item 1.	Business	5
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	26
Item 2.	Properties	26
Item 3.	Legal Proceedings	28
Item 4.	Mine Safety Disclosures	28

PART II.
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	29
Item 6.	Selected Financial Data	31
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	32
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	51
Item 8.	Financial Statements and Supplementary Data	52
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	53
Item 9A.	Controls and Procedures	53
Item 9B.	Other Information	56

PART III.
Item 10.	Directors, Executive Officers, and Corporate Governance	57
Item 11.	Executive Compensation	57
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	57
Item 13.	Certain Relationships and Related Transactions, and Director Independence	57
Item 14.	Principal Accountant Fees and Services	57

PART IV.
Item 15.	Exhibits and Financial Statement Schedules	58
Signatures		61

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Index to Financial Statements

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-K of Columbia Property Trust, Inc. and its subsidiaries ("Columbia Property Trust," "we," "our," or "us"), other than historical facts may 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 for all such forward-looking statements presented in this annual report on Form 10-K ("Form 10-K"), 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 Form 10-K include, among other things, information about possible or assumed future results of the business and our financial condition, liquidity, results of operations, plans, strategies, prospects, and 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 lease terminations, lease defaults, or changes in the financial condition of our tenants, particularly by a significant tenant;

•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;

•the risks of pandemics or other public health emergencies, including the continued spread and impact of, and the governmental and third-party response to, the COVID-19 pandemic;

•the impact of social distancing, shelter-in-place, border closings, travel restrictions, remote work requirements, and similar governmental and private measures taken to combat the spread of COVID-19;

•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 oversupply of, office space in our markets;

•risks relating to acquisition and disposition activities;

•ability to successfully integrate our operations and employees in connection with the acquisition of Normandy Real Estate Management, LLC ("Normandy");

•ability to realize anticipated benefits and synergies of the acquisition of Normandy;

•amount of the costs, fees, expenses, and charges related to the acquisition of Normandy;

•risks associated with our ability to continue to qualify as a real estate investment trust;

•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.

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Index to Financial Statements

For further discussion of these and additional risks and uncertainties that may cause actual results to differ from expectations, see Item 1A, Risk Factors, and other information contained in this Form 10-K and our other periodic reports filed with the SEC. 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 Form 10-K is filed with the U.S. Securities and Exchange Commission ("SEC"). We do not intend to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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Index to Financial Statements

PART I

ITEM 1.BUSINESS

General

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 conducts business primarily through Columbia Property Trust Operating Partnership, L.P. ("Columbia OP"), a Delaware limited partnership in which Columbia Property Trust is the general partner and majority owner (97.2%). Columbia Property Trust acquires, develops, redevelops, owns, leases, and operates real properties directly, through wholly owned subsidiaries, or through joint ventures. Unless otherwise noted herein, references to Columbia Property Trust, "Columbia," the "Company," "we," "us," or "our" herein shall include Columbia Property Trust and all subsidiaries of Columbia Property Trust, direct and indirect.

As of December 31, 2020, the Company owned 15 operating properties and four properties under development or redevelopment, of which 10 were wholly owned and nine were owned through joint ventures, located primarily in New York, San Francisco, Washington, D.C., and Boston. As of December 31, 2020, the operating properties contained a total of 6.2 million rentable square feet and were approximately 95.6% leased. Columbia Property Trust also provides asset and property management services for 8.0 million square feet of office space located primarily in its core markets. On January 24, 2020, we acquired Normandy Real Estate Management ("Normandy"), a leading developer, operator, and investment manager of office and mixed-use assets in New York; Boston; and Washington, D.C. (the "Normandy Acquisition").

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. Response to the COVID-19 pandemic led to aggressive actions to reduce the spread of the disease which seriously disrupted activities in large segments of the economy, including in the regional economies where we operate. As some regions of the country have reopened with various restrictions, others have re-imposed previously-lifted restrictions in response to a resurgence of virus cases. We are continuing to monitor the COVID-19 pandemic and its impact on our business, tenants, and industry as a whole. We are committed to the health and safety of our employees, tenants, and communities, and have implemented extensive new cleaning and safety protocols at our properties to safely bring our tenants and employees back to work to the extent possible. Because our portfolio is well leased with minimum near-term rollover, and our rent collections level remains high, our operating performance has not materially suffered from the COVID-19 pandemic to date.

Real Estate Investment Objectives

We seek to acquire, develop, or redevelop and manage a commercial real estate portfolio that provides the size, quality, and market specialization needed to deliver both income and long-term growth, as measured in total return to our stockholders. Our primary strategic objective is to generate long-term stockholder returns from a combination of steadily growing cash flows and appreciation in our net asset values, through the acquisition and ownership of high-quality office buildings located in high-barrier-to-entry markets. Our value creation and growth strategies are founded in the following:

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Targeted Market Strategy

Our portfolio consists of best-in-class office properties located primarily in Central Business Districts ("CBD") within high-barrier costal office markets ("gateway markets"). Notwithstanding the current impact the COVID-19 pandemic is having on the global economy, and on densely populated cities particularly, we believe that gateway markets will provide the greatest opportunity for increasing net income and property values over the long-term. Therefore, our acquisition efforts will continue to focus on select primary markets with strong long-term fundamentals and liquidity, including CBD and urban in-fill locations. We maintain a goal of increasing our presence in our target markets over time to leverage our scale, efficiency, and market knowledge.

New Investment Targets

We look to acquire, develop, or redevelop strategic and premier office assets whose workplace environment appeals to quality tenants in our target markets. We concentrate on office buildings that are competitive within the top tier of their markets or that can 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, with an emphasis on vibrant urban-core locations and best-in-class buildings with broad market appeal over the long-term.

Strong and Flexible Balance Sheet

We are committed to maintaining an investment-grade balance sheet with a strong liquidity profile and proven access to capital. Consistent with our operational strategy and financing objectives, over the long term we have generally maintained debt levels at less than 40% of the undepreciated costs of our assets. As of December 31, 2020, our debt-to-real estate- asset ratio was approximately 33.4% (based on consolidated assets and debt and our proportional share of joint venture assets), and our debt maturities were laddered over the next six years.

Capital Recycling

To date, we have primarily sold non-strategic assets (generally defined as assets outside our target markets) to increase our concentration in our target markets. In the future, we also anticipate selling some assets from our target markets to maintain a well-balanced portfolio and to harvest capital from mature assets. Our goals are to foster long-term growth and capital appreciation in our portfolio by maintaining the following: an appropriate balance of core investments relative to value-add investments, building profiles that will continue to attract prospects for future rent growth, and activity levels that will continue to support our connections in the real estate community. We routinely evaluate our portfolio to identify assets that are good candidates for disposition in the furtherance of these goals.

Proactive Asset Management

We believe our team is well-equipped to deliver operating results in all facets of the management process. Our leasing efforts are founded in understanding the varied and complex needs of tenants in the marketplace today. We pursue meeting those needs through new and renewal leases, as well as lease restructures that further our long-term goals. We are committed to prudent capital investment in our assets to ensure their competitive positioning and status, and rigorously pursue efficient operations and cost containment at the property level.

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Transaction Activity

In connection with repositioning our portfolio, and in furtherance of our real estate investment objectives, we have executed the following real estate transactions during 2020, 2019, and 2018. See Note 3, Transactions, of the accompanying consolidated financial statements for additional details.


Acquisitions
Property	Location	% Acquired		Square Feet	Acquisition Date	Purchase Price (in thousands)(1)
2020
Terminal Warehouse	New York, NY	8.65	%	1,200,000	March 13, 2020	$	40,048	(2)
2019
201 California Street	San Francisco, CA	100.00	%	252,000	December 9, 2019	$	238,900
101 Franklin Street(3)	New York, NY	92.50	%	235,000	December 2, 2019	$	205,500
2018
Lindbergh Center – Retail	Atlanta, GA	100.00	%	147,000	October 24, 2018	$	23,000
799 Broadway	New York, NY	49.70	%	182,000	October 3, 2018	$	30,200	(2)

(1) Exclusive of transaction costs and price adjustments.

(2) Purchase price is for our partial interests in the properties. These properties are owned through unconsolidated joint ventures. Refer to Note 3, Transactions, and Note 4, Unconsolidated Joint Ventures, of the accompanying consolidated financial statements for more information.

(3) Property is owned through a consolidated joint venture.


Dispositions
Property	Location	% Sold			Rentable Square Feet	Disposition Date	Sale Price (in thousands)
2020
221 Main Street	San Francisco, CA	45.0	%		384,000	October 8, 2020	$	180,000	(1)
Pasadena Corporate Park	Los Angeles, CA	100.0	%		262,000	March 31, 2020	$	78,000
Cranberry Woods Drive	Pittsburgh, PA	100.0	%		824,000	January 16, 2020	$	180,000
2019
Lindbergh Center	Atlanta, GA	100.0	%		1,105,000	September 26, 2019	$	187,000
One & Three Glenlake Parkway	Atlanta, GA	100.0	%		711,000	April 15, 2019	$	227,500
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 & 333 Market Street Joint Ventures	San Francisco, CA	22.5	%	(3)	1,108,000	February 1, 2018	$	235,300	(3)

(1)Sale price is for the partial interests in 221 Main Street. After partial sale, the property is owned through an unconsolidated joint venture. Refer to Note 3, Transactions, and Note 4, Unconsolidated Joint Ventures, of the accompanying consolidated financial statements for more information.

(2)On April 13, 2018, we returned 263 Shuman Boulevard to the lender in settlement of the related $49.0 million mortgage note.

(3)On February 1, 2018, we sold an additional 22.5% interest in both University Circle and 333 Market Street to our joint venture partner, Allianz for $235.3 million, as described in Note 3, Transactions, of the accompanying consolidated financial statements.

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Segment Information

As of December 31, 2020, our reportable segments are determined based on high-barrier-to-entry markets and other geographic markets in which we have significant investments. As of December 31, 2020, our reportable segments consist of the four key markets in which we own assets. We consider geographic location when evaluating our portfolio composition and in assessing the ongoing operations and performance of our properties. See Note 16, Segment Information, of the accompanying consolidated financial statements.

Human Capital

As of January 1, 2021, we employed 160 individuals across our markets, both in our corporate offices and at our properties. As we continue to monitor the impact of the COVID-19 pandemic across our portfolio, we remain committed to the health and safety of our employees and communities.

In addition to our focus on employee health and safety this year, we have rebuilt our approach to diversity, equity, and inclusion. We believe that valuing individual differences, maintaining equality, and creating an environment of inclusion across all facets of our business are essential to our continued success. As this relates to employment, we uphold fair and consistent employment practices for all individuals, and we seek employees who offer diverse perspectives as developed through their cultural, academic, and professional backgrounds. We also work to ensure that recruitment, hiring, advancement, compensation, and training practices for all positions and all levels operate with equality and are inclusive of members of underrepresented groups. The following graphs reflect the gender and racial/ethnic diversity of our workforce:

Competition

Leasing real estate is highly competitive in the current market. As a result, we experience competition for high-quality tenants from owners and managers of competing projects. Therefore, we may experience delays in re-leasing vacant space, or we may have to provide rent concessions, incur charges for tenant improvement allowances, or offer other inducements to enable us to timely lease vacant space, all of which may have an adverse impact on our results of operations. In addition, we are in competition with other potential buyers for the acquisition of the same properties, which may result in an increase in the amount we must pay to purchase a property. Further, at the time we elect to dispose of our properties, we will also be in competition with sellers of similar properties to locate suitable purchasers.

Concentration of Credit Risk

We are dependent upon the ability of our tenants to pay their contractual rent amounts as they become due. The inability of a tenant to pay future rental amounts could result in a material adverse impact on our results of operations. Throughout the COVID-19 pandemic, our rent collection levels have remained high. No single tenant accounts for more than 7% of our portfolio (based on our 2020 annualized lease revenue), and 8% of our leases (based on our 2020 annualized lease revenue) expire over the next year. See Item 1A, Risk Factors, for additional discussion of how our dependence on tenants for our revenue, and lease defaults or terminations, particularly by a

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significant tenant, could negatively affect our financial condition and results of operations and limit our ability to make distributions to our stockholders.

Government Regulations

All real property and the operations conducted on real property are subject to federal, state, and local laws and regulations relating to environmental protection and human health and safety. Some of these laws and regulations may impose joint and several liability on tenants, owners, or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. There are various local, state, and federal regulatory requirements, such as fire, health, life-safety, and similar regulations, and the Americans with Disabilities Act, with which we may be required to comply, and which may subject us to liability in the form of fines or damages for noncompliance. In addition, the presence of hazardous substances, or the failure to properly remediate these substances, may hinder our ability to sell, rent, or pledge such property as collateral for future borrowings.

While we believe that we are currently in material compliance with the current laws and regulatory requirements, the requirements may change or new requirements may be imposed that could require significant unanticipated expenditures by us. Compliance with new laws or regulations such as the New York Climate Mobilization Act, or stricter interpretation of existing laws, may require us to incur material expenditures. Future laws, ordinances, or regulations may impose material environmental liability. Additionally, our tenants' operations, the existing condition of land when we buy it, operations in the vicinity of our properties, such as the presence of underground storage tanks or activities of unrelated third parties may affect our properties. Any material expenditures, fines, or damages we must pay would adversely impact our earnings, cash flows, and competitive position.

Website Address

Access to copies of each of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and other documents filed with, or furnished to, the SEC, including amendments to such filings, may be obtained free of charge from our website, www.columbia.reit, or through a link to the www.sec.gov website. The information contained on our website is not incorporated by reference herein. These filings are available promptly after we file them with, or furnish them to, the SEC.

ITEM 1A.RISK FACTORS

Below are some of the risks and uncertainties that could cause our actual results to differ materially from those presented in our forward-looking statements. The risks and uncertainties summarized and described below are not the only ones we face but do represent those risks and uncertainties that we believe are material to our business, operating results, prospects, and financial condition. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business.

Risk Factors Summary

Material risks that may affect our business, operating results and financial condition include, but are not necessarily limited to, those relating to:

Risks related to our business and properties

•Our inability to find suitable investments or achieve our investment objectives;

•The impact of the COVID-19 pandemic on our business;

•The impact of economic and political conditions on the creditworthiness of our tenants, and occupancy and market rental rates;

•Changes in general economic conditions and regulatory matters germane to the real estate industry, which may cause our operating results to suffer and property values to decline;

•Risks associated with property development or redevelopment;

•Our dependence on the economic environment of our primary markets;

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•The negative effect of lease defaults or terminations, particularly by a significant tenant, on our financial condition and results of operations;

•The failure of future acquisitions to perform in accordance with our expectations and exposure to unknown liabilities as a result;

•The physical effects of climate change;

•Risks associated with uninsured real property losses or excessively expensive insurance premiums and potential defaults of our insurance providers;

•Actual or threatened terrorist attacks, armed hostilities, or contagious disease epidemics;

•Our inability to fund the future capital needs of our properties;

•Our inability to protect our systems and data from cyber incidents or a deficiency in our cybersecurity;

•The financial impact of compliance costs relating to various governmental laws and regulations;

•The possible discovery of previously undetected environmentally hazardous conditions;

•Risks associated with property ownership through joint ventures;

•Our ability to recruit, retain, and develop qualified personnel and dependence on our executive officers;

•The possibility of impairment of a real estate assets;

•The risks associated with our investment advisory business;

Risks related to our indebtedness

•The effects of our significant indebtedness, which may increase our business risks;

•The possibility of interest rate increases;

•Risks associated with the phasing out of LIBOR and changes in the methods in which LIBOR rates are determined;

•The possibility of a downgrade in the credit rating of our debt;

Federal income tax risks

•The impact of our failure to qualify as a REIT;

•The failure of Columbia OP to be treated as a disregarded entity or a partnership;

•The effect of legislation that modifies partnership tax audit rules on our business;

•The possibility of being forced to borrow funds or dispose of assets during unfavorable conditions to make distributions to our stockholders and maintain our REIT status;

•The possibility of being forced to forego otherwise attractive opportunities to maintain our REIT status;

•The impact of adverse state or local tax audits and changes in state and local tax laws on our financial condition;

General risks

•Our inability to pay or maintain cash distributions or increase distributions over time;

•The impact of volatility or decline of our stock price;

•The potentially dilutive effects of further issuances of equity securities;

•Provisions in our organizational documents limiting the number of shares a person may own or discouraging a takeover of us;

•Certain protections by Maryland General Corporation Law relating to deterring or defending hostile takeovers; and

•The costs and risks that we may incur or be exposed to due to compliance with corporate responsibility procedures.

Risks Related to Our Business and Properties

If we are unable to find suitable investments or they become too expensive, we may not be able to achieve our investment objectives, and the returns on our investments will be lower than they otherwise would be; if we are

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unable to sell a property when we plan to do so, our operational and financial flexibility may become limited, including our ability to pay cash distributions to our stockholders.

We are competing for real estate investments with other REITs; real estate limited partnerships; pension funds and their advisors; bank and insurance company investment accounts; individuals; non U.S. investors; and other entities. The market for high-quality commercial real estate assets is highly competitive, given how infrequently those assets become available for purchase. As a result, many real estate investors, including us, face aggressive competition to purchase quality office real estate assets. A significant number of entities and resources competing for high-quality office properties support relatively high acquisition prices for such properties, which may reduce the number of acquisition opportunities available to, or affordable for, us and could put pressure on our profitability and our ability to pay distributions to stockholders. We cannot be sure that we will be successful in obtaining suitable investments with financially attractive terms or that, if we make investments, our objectives will be achieved.

Because real estate investments are relatively illiquid, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial, and investment conditions may be limited. Purchasers may not be willing to pay acceptable prices for properties that we wish to sell. General economic conditions, availability of financing, interest rates, capitalization rates, and other factors, including supply and demand, all of which are beyond our control, affect the real estate market. Therefore, we may be unable to sell a property for the price, on the terms, or within the time frame that we want. That inability could reduce our cash flow and cause our results of operations to suffer, limiting our ability to make distributions to our stockholders. Additionally, our properties' market values depend principally upon the value of the properties' leases and the net operating income generated by the leases. A property may incur vacancies either by the default of tenants under their leases or the expiration of tenant leases. If vacancies occur and continue for a prolonged period of time, it may become difficult to locate suitable buyers for any such property, and property resale values may suffer, which could result in lower returns for our stockholders. As discussed further below, the risk of tenant defaults and the difficulty to find suitable buyers to fill vacancies is heightened by the impact of the ongoing COVID-19 pandemic and related economic conditions, which could result in further material adverse effects on our business and results of operations.

Our business has been, and will continue to be, adversely affected by the COVID-19 pandemic.

On March 11, 2020, the World Health Organization announced that the outbreak of the novel coronavirus (COVID-19) had become a pandemic. Federal, state, and local authorities and health officials implemented aggressive actions to reduce the spread of the disease, including limiting non-essential gatherings of people, ceasing all non-essential travel, and issuing "social or physical distancing" guidelines, "shelter-in-place" orders, and mandatory closures for non-essential businesses. Although certain of these restrictions have been gradually lifted, others have been re-imposed in response to a resurgence of COVID-19 cases. It remains unclear whether an initial surge in the level of business activity is likely to be sustained, especially if the areas in which our properties are located experience a resurgence in COVID-19 cases and/or are subject to a re-imposition of previously lifted business restrictions.

The COVID-19 pandemic and the measures put in place to address it continue to negatively impact the global economy, disrupt consumer spending and global supply chains, and create disruption of financial markets. The extent of the impact of the COVID-19 pandemic on our business remains highly uncertain and difficult to predict. The extent to which the COVID-19 pandemic ultimately impacts our business, results of operations, financial condition, and stock price will depend on numerous evolving factors, including: the duration and scope of the pandemic; governments', businesses', and individuals' actions taken in response to the pandemic; the impact on economic activity from the pandemic and actions taken in response; the availability and effectiveness of vaccines or other treatments; changes in demand for office space based on changes in work-from-home trends; the effect on our tenants and their businesses; the ability of tenants to pay their rental income and any closures of our tenants' facilities, including, without limitation, due to shutdowns and "shelter-in-place" orders that have been requested or mandated by governmental authorities; the effect of the pandemic on our construction, development, and redevelopment activities; and the impact on our employees and any other operational disruptions or difficulties we may face. Any of these factors and risks could materially adversely impact our business, financial condition, results of operations, or stock price.

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In addition to the general economic impact of the pandemic, if an outbreak of COVID-19 occurs within the workforce of our tenants or otherwise disrupts their management and other personnel, the business and operating results of our tenants could be negatively impacted. The imposition of early "social or physical distancing" guidelines, "shelter-in-place" orders, and mandatory closures have caused some of our retail and restaurant tenants to close for an extended period of time or indefinitely, or to operate at significantly reduced capacity. The negative impact upon our tenants may include an immediate reduction in cash flow available to pay rent under our leases, and although various governmental financial programs may mitigate this, governmental assistance may not be available to all affected tenants or may be significantly delayed or discontinued. In turn, our tenants' inability to pay rent under our leases could adversely affect our own liquidity, and there can be no guarantee that additional liquidity will be readily available or available on favorable terms in the future. Several of our tenants have requested rent relief because of the impact of the COVID-19 pandemic on their businesses. During the year ended December 31, 2020, we had executed rent abatements totaling $0.7 million and rent deferrals totaling $3.2 million, including our share of abatements and deferrals made by our unconsolidated joint ventures. In July 2020, we terminated a lease with WeWork at 149 Madison Avenue in New York and received a termination fee of $6.4 million. As a result of the termination, we assumed full control of the property, including the improvements WeWork had completed to date, and our $18.7 million remaining capital funding obligation was cancelled. We also amended two other leases with WeWork, which resulted in abating rents of $6.7 million ($0.6 million applied in 2020, and the remainder to be applied monthly through February 2029, provided the tenant is not in default). As the impact of the pandemic continues, other tenants may request rent relief or seek to renegotiate the terms of their contracts with us, which may adversely affect our operating results and could result in additional lease terminations.

Large-scale executive orders and other measures taken to curb the spread of COVID-19 may also negatively impact the ability of our properties to continue to obtain necessary goods and services or provide adequate staffing, which may also adversely affect our operating results and reputation. Such orders could also impact our ability to commence or continue construction, development, and redevelopment activities, which could result in delays, increased costs, and potentially missed deadlines. Any increased costs or lost revenue as a result of tenant financial difficulty, or their need to comply with executive orders and other guidance from the Centers for Disease Control and Prevention, may not be fully recoverable under our leases or adequately covered by insurance, which could impact our profitability. In addition to the potential consequences listed above, these same factors may cause prospective tenants to delay their leasing decisions or to lease less space. Even after the pandemic has ceased to be active, the prevalence of work-from-home policies during the pandemic may alter tenant preferences in the long term with respect to the demand for leasing office space.

Economic and political conditions may cause the creditworthiness of our tenants to deteriorate and occupancy and market rental rates to decline.

Several economic factors may adversely affect the financial condition and liquidity of many businesses, as well as the general demand for office space. For example, the COVID-19 pandemic and the measures put in place to address it continue to negatively impact the global economy, disrupt consumer spending and global supply chains, and create significant volatility and disruption of financial markets. Further, our tenants might be adversely impacted by the specific consequences of, and the general market uncertainty associated with, geopolitical developments that could negatively affect international trade, the termination or threatened termination of existing international trade agreements, the outbreak or escalation of armed hostilities or acts of terrorism, or the implementation of tariffs or retaliatory tariffs on imported or exported goods. Should economic conditions worsen, our tenants' ability to honor their contractual obligations may suffer. Furthermore, some businesses have transitioned employees to telecommuting as a result of the COVID-19 pandemic, and flexible work schedules, open workplaces, and teleconferencing are increasingly being adopted in certain industries. These practices and trends enable businesses to reduce their space requirements, and it may become increasingly difficult to maintain our occupancy rate and achieve future rental rates comparable to the rental rates of our currently in-place leases as we seek to re-lease space and/or renew existing leases.

Our office properties were approximately 95.6% leased at December 31, 2020, and amounts written off for uncollectible tenant receivables, net of recoveries, were less than 3.0% of total revenues for the year then ended. As a percentage of 2020 annualized lease revenue, approximately 8% of leases expire in 2021, 7% of leases expire in

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2022, and 11% of leases expire in 2023 (see Item 2, Properties). No assurances can be given that economic conditions will not have a material adverse effect on our ability to re-lease space at favorable rates or on our ability to maintain our current occupancy rate and our low provisions for uncollectible tenant receivables.

Changes in general economic conditions and regulatory matters germane to the real estate industry may cause our operating results to suffer and the value of our real estate properties to decline.

Our operating results are subject to risks generally incident to the ownership of real estate, including:

•changes in general or local economic conditions;

•competition from other office buildings;

•increased operating costs, including insurance expenses, utilities, real estate taxes, state and local taxes, and heightened security costs;

•decreases in the underlying value of our real estate;

•changes in supply of or demand for similar or competing properties in an area;

•changes in interest rates and availability of permanent mortgage funds, which may render the sale of a property difficult or unattractive;

•inability to finance property development or acquisitions on favorable terms;

•the relative illiquidity of real estate investments;

•changes in space utilization by our tenants due to technology, economic conditions, and business culture;

•changes in tax, real estate, environmental, and zoning laws; and

•periods of rising or higher interest rates and tight money supply.

These and other reasons may prevent us from being profitable or from realizing growth or maintaining the value of our real estate properties.

We face risks associated with property development or redevelopment.

We may acquire and develop or redevelop properties, including unimproved real estate, upon which we will construct improvements. Such activities present a number of risks for us, including risks that:

•if we are unable to obtain all necessary zoning and other required governmental permits and authorizations or cease development of the project for any other reason, the development opportunity may be abandoned or postponed after expending significant resources, resulting in the loss of deposits or failure to recover expenses already incurred;

•the development and construction costs of the project may exceed original estimates due to increased interest rates and increased cost of materials, labor, leasing, or other expenditures, which could make the completion of the project less profitable because market rents may not increase sufficiently to compensate for the increase in construction costs;

•construction and/or permanent financing may not be available on favorable terms or may not be available at all, which may cause the cost of the project to increase and lower the expected return;

•the project may not be completed on schedule, or at all, as a result of a variety of factors, many of which are beyond our control, such as weather, labor conditions, economic conditions, and material shortages, which would result in increases in construction costs and debt service expenses;

•we may encounter delays, refusals, and unforeseen cost increases resulting from third-party litigation or objections;

•if a contractor's performance is affected or delayed by conditions beyond the contractor's control, we may incur additional risks when we make periodic progress payments or other advances to contractors before they complete construction;

•we may assume liabilities and be subjected to, or become liable for, claims for construction defects, negligent performance of work or other similar actions by third parties we have engaged (including being

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held responsible in the event that a contractor files for bankruptcy or commits fraud before completing a project that we have funded in part or in full);

•the time between commencement of a development project and the stabilization of the completed property exposes us to risks associated with fluctuations in local and regional economic conditions; and

•leasing pace, occupancy rates, and rents at the completed property may not meet the expected levels and could be insufficient to make the property profitable in the expected time frames.

Many of these risks could be heightened by the effects of the COVID-19 pandemic and measures implemented to reduce the spread of the disease. Properties developed or acquired for development or redevelopment may generate little or no cash flow from the date of acquisition through the date of completion of development. In addition, new development activities, regardless of whether or not they are ultimately successful, may require a substantial portion of management's time and attention.

These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken. Any of the foregoing could have an adverse effect on our financial condition, results of operations, or ability to satisfy our debt service obligations.

We are dependent upon the economic environment of our primary markets – New York; San Francisco; Washington, D.C.; and Boston.

In addition, market and economic conditions in the metropolitan areas from which we derive a substantial portion of our revenue such as New York, San Francisco, Washington, D.C., and Boston, may have a significant impact on our overall occupancy levels and rental rates and, therefore, our profitability. Furthermore, our business strategy involves continued focus on select core markets, which will increase the impact of the local economic conditions in such markets on our results of operations in future periods. These and other reasons may prevent us from being profitable or from realizing growth or maintaining the value of our real estate properties.

We depend on tenants for our revenue, and lease defaults or terminations, particularly by a significant tenant, could negatively affect our financial condition and results of operations and limit our ability to make distributions to our stockholders.

The success of our investments materially depends on the financial stability of our tenants. A default or termination by a significant tenant on its lease payments to us would cause us to lose the revenue associated with such lease and require us to find an alternative source of revenue to meet debt payments and prevent a foreclosure if the property is subject to a mortgage, could cause us to violate our bank debt covenants, or could impact our credit rating. In the event of a tenant default or bankruptcy, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-letting our property. If a tenant defaults on or terminates a significant lease, we may be unable to lease the property for the rent previously received or sell the property without incurring a loss. These risks are heightened in light of the ongoing COVID-19 pandemic and related economic conditions. In addition, significant expenditures for our properties and our Company, such as real estate taxes, insurance and maintenance costs, together with general and administrative costs and debt payments, do not decrease when revenues decrease. Therefore, these events could have a material adverse effect on our results of operations or cause us to reduce the amount of distributions to stockholders.

As of December 31, 2020, no more than 7% of our 2020 annualized lease revenue was attributable to any individual tenant; however, we have several significant tenants who each account for 2% to 6% of our 2020 annualized lease revenue, and accordingly, any event of bankruptcy, insolvency, or a general downturn in the business of such tenant may result in the failure or delay of the tenant's rental payments, which may have a substantial adverse effect on our operating performance.

Future acquisitions may fail to perform in accordance with our expectations, may require renovation costs exceeding our estimates, or may expose us to unknown liabilities.

In the normal course of business, we typically evaluate potential acquisitions, enter into nonbinding letters of intent, and may, at any time, enter into contracts to acquire, develop, or redevelop additional properties. Our properties

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may fail to perform in accordance with our expectations due to lease-up risk, renovation cost risks, and other factors. In addition, the renovation and improvement costs we incur to bring a property up to market standards may exceed our estimates. We may not have the financial resources to make suitable acquisitions or renovations on favorable terms or at all. The properties we acquire, develop, or redevelop may be subject to liabilities for which we have no recourse, or only limited recourse, against the prior owners or other third parties with respect to unknown liabilities. Unknown liabilities with respect to our properties might include:

•liabilities for clean-up of undisclosed environmental contamination;

•claims by tenants, vendors, or other persons against the former owners of the properties;

•liabilities incurred in the ordinary course of business; and

•claims for indemnification by general partners, directors, officers, and others indemnified by the former owners of the properties.

As a result, if a liability were asserted against us based upon ownership of those properties, we might have to pay substantial sums to settle or contest it, which could adversely affect our results of operations and cash flow.

We face possible risks associated with the physical effects of climate change.

The physical effects of climate change could have a material adverse effect on our properties, operations, and business. For example, our properties are located along the east and west coasts of the U.S., particularly those in the central business districts of New York, San Francisco, Washington, D.C., and Boston. To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity and rising sea-levels. Over time, these conditions could result in declining demand for office space in our buildings or our inability to operate the buildings at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable and increasing the cost of energy at our properties. There can be no assurance that climate change will not have a material adverse effect on our properties, operations, or business.

Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce our net income, and materially and adversely affect our business or financial condition.

We may incur losses from time to time that are uninsurable or not economically feasible to insure, or may be insured subject to limitations, such as large deductibles or co-payments. Some of these losses could be catastrophic in nature, such as losses due to earthquakes, acts of terrorism or armed hostilities, fire, floods, tornadoes, hurricanes, pollution, wars, or environmental matters. For example, we have properties located in the San Francisco Bay Area of California, an area especially susceptible to earthquakes, and, collectively, these properties represent approximately 33% of our 2020 annualized lease revenue, as described in Item 2, Properties. Because several of these properties are located in close proximity to one another, an earthquake in the San Francisco area could materially damage, destroy, or impair the use by tenants of all of these properties. Furthermore, insurance risks associated with potential terrorist acts could sharply increase the premiums we pay for coverage against property and casualty claims. Additionally, mortgage lenders in some cases insist that commercial property owners purchase coverage against terrorism as a condition of providing mortgage loans. Such insurance policies may not be available at a reasonable cost, if at all, which could inhibit our ability to finance or refinance our properties. In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. In addition, we may not have adequate coverage for losses. If any of our properties incur a loss that is not fully insured, the value of that asset will be reduced by such uninsured loss. Furthermore, other than any working capital reserves or other reserves that we may establish, or our existing line of credit, we do not have additional sources of funding specifically designated for repairs or reconstruction of any of our properties. To the extent we incur significant uninsured losses, or are required to pay unexpectedly large amounts for insurance, our results of operations or financial condition could be adversely affected.

Our insurance providers may default on their obligations to pay claims.

If one or more of our insurance providers were to fail to pay a claim as a result of insolvency, bankruptcy, or otherwise, the nonpayment of such claims could have an adverse effect on our financial condition and results of

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operations. In addition, if one or more of our insurance providers were to become subject to insolvency, bankruptcy, or other proceedings, and our insurance policies with the provider were terminated or canceled as a result of those proceedings, we cannot guarantee that we would be able to find alternative coverage in adequate amounts or at reasonable prices. In such case, we could experience a lapse in any or adequate insurance coverage with respect to one or more properties and be exposed to potential losses relating to any claims that may arise during such period of lapsed or inadequate coverage.

Actual or threatened terrorist attacks, armed hostilities, or contagious disease epidemics affecting our target markets may adversely affect our ability to generate revenues and the value of our properties.

We have significant investments in densely populated metropolitan markets that have been, or may be in the future, negatively impacted by actual or threatened acts of terrorism or contagious disease epidemics or pandemics (such as the current COVID-19 pandemic discussed above), including New York, San Francisco, Washington, D.C., and Boston. As a result, some tenants in these markets may choose to relocate their businesses to other markets with less population density or to lower-profile office buildings within these markets that may be perceived to be less-likely targets of future terrorist activity. This could result in an overall decrease in the demand for office space in these markets generally or in our properties in particular, which could increase vacancies in our properties or necessitate that we lease our properties on less favorable terms, or both. In addition, future terrorist attacks in these markets could directly or indirectly damage our properties, both physically and financially, or cause losses that materially exceed our insurance coverage. Attacks, armed conflicts, or diseases could result in increased operating costs, including building security, building systems maintenance, property and casualty insurance, and property maintenance. As a result of terrorist activities and other market conditions, the cost of insurance coverage for our properties could also increase. In addition, our insurance policies may not recover all our property replacement costs and lost revenue resulting from the attack. As a result of the foregoing, our ability to generate revenues and the value of our properties could decline materially.

If we are unable to fund the future capital needs of our properties, cash distributions to our stockholders and the value of our investments could decline.

When tenants do not renew their leases or otherwise vacate their space, we often need to expend substantial funds to improve the vacated space in order to attract replacement tenants. In addition, although we expect that our leases with tenants will require tenants to pay routine property maintenance costs, we will likely be responsible for any major structural repairs, such as repairs to the foundation, exterior walls, and rooftops.

If we need significant capital in the future to improve or maintain our properties or for any other reason, we will have to obtain financing from sources such as cash flow from operations, borrowings, property sales, or future equity offerings. These sources of funding may not be available on attractive terms or at all. If we cannot procure the necessary funding for capital improvements, our investments may generate lower cash flows or decline in value, or both, which would limit our ability to make distributions to our stockholders.

We face risks relating to the occurrence of cyber incidents, or a deficiency in our cybersecurity, which could negatively impact our business by causing a disruption to our operations, a compromise of confidential information, and/or damage to our business relationships.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity, or availability of our information resources. More specifically, a cyber incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt operations, corrupt data, or steal confidential information. A breach of our privacy or information security systems or our tenants' privacy or information security systems, particularly through cyber attacks or cyber intrusion, could materially adversely affect our business and financial condition. Privacy and information security risks have generally increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber attacks. As our reliance on technology has increased, so have the risks of cyber attacks to our systems, both internal and those we have outsourced. Cyber attacks can be both individual and highly organized attempts planned by very sophisticated hacking organizations. Risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to our relationships with our tenants, potential errors from misstated financial

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reports, missed reporting deadlines, violations of loan covenants, inability to comply with laws and regulations and private data exposure, among others. Any or all of the preceding risks could have a material adverse effect on our results of operations, financial condition, and cash flows. In addition, the COVID-19 pandemic may have an adverse impact on our information technology systems, including telecommuting issues associated with our employee population working remotely.

We employ a number of measures to prevent, detect, and mitigate these threats, which include dual factor authentication, frequent password change events, firewall detection systems, frequent backups, a redundant data system for core applications, and annual breach testing. While, to date, we have not had a significant cyber breach or attack that has had a material impact on our business or results of operations, there can be no assurance that our efforts to maintain the security and integrity of our systems will be effective, or that we will be able to maintain our systems free from security breaches or other operational interruptions.

A cybersecurity attack could compromise the confidential information of our employees, customers, and vendors. A successful attack could disrupt and affect our business operations, damage our reputation, and result in significant remediation and litigation costs. Further, one or more of our tenants could experience a cyber incident which could impact their operations and ability to perform under the terms of their lease with us. While we maintain insurance coverage that may, subject to policy terms and conditions including deductibles, cover specific aspects of cyber risks, such insurance coverage may be insufficient to cover all losses. As cyber threats continue to evolve, we may be required to expend additional resources to continue to enhance our information security measures and to investigate and remediate any information security vulnerabilities.

Costs of complying with governmental laws and regulations may reduce our net income and the cash available for distributions to our stockholders.

The Americans with Disabilities Act generally requires that certain buildings, including office buildings, be made accessible to disabled persons. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants. If, under the Americans with Disabilities Act, we are required to make substantial alterations and capital expenditures in one or more of our properties, including the removal of access barriers, it could adversely impact our earnings and cash flows, thereby impacting our ability to service debt and make distributions to our stockholders.

Compliance with new laws or regulations, including municipal regulations such as New York city's Climate Mobilization Act and Facade Inspection Safety Program (formerly known as Local Law 11), or stricter interpretation of existing laws, may require us to incur material expenditures. Future laws, ordinances, or regulations may impose material environmental liability. Additionally, our tenants' operations, the existing condition of land when we buy it, operations in the vicinity of our properties, such as the presence of underground storage tanks or activities of unrelated third parties, may affect our properties. Any material expenditures, fines, or damages we must pay would adversely impact our earnings and cash flows, thereby impacting our ability to service debt and make distributions to our stockholders.

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Discovery of previously undetected environmentally hazardous conditions may decrease our revenues and limit our ability to make distributions.

Under various federal, state, and local environmental laws, ordinances, and regulations, a current or previous real property owner or operator may be liable for the cost to remove or remediate hazardous or toxic substances on, under, or in such property. These costs could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into leases with prospective tenants that may be impacted by such laws. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for release of and exposure to hazardous substances, including asbestos-containing materials. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances. The cost of defending against claims of liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury claims could have an adverse impact on our business and results of operations.

Property ownership through joint ventures may limit our ability to act exclusively in our interest.

We have entered into nine joint venture arrangements and in the future may acquire, develop, or redevelop properties in, or contribute properties to, joint ventures with other persons or entities when we believe circumstances warrant the use of such structures. We could become engaged in a dispute with one or more of our joint venture partners, which might affect our ability to operate a jointly owned property. Moreover, joint venture partners may have business, economic, or other objectives that are inconsistent with our objectives, including objectives that relate to the appropriate timing and terms of any sale or refinancing of a property. In some instances, joint venture partners may have competing interests in our markets that could create conflicts of interest. Also, our joint venture partners might refuse to make capital contributions when due, and we may be responsible to our partners for indemnifiable losses. We and our partners may each have the right to trigger a buy-sell arrangement, which could cause us to sell our interest, or acquire our partners' interest, at a time when we otherwise would not have initiated such a transaction and may result in the valuation of our interest in the joint venture (if we are the seller) or of the other partner's interest in the joint venture (if we are the buyer) at levels which may not be representative of the valuation that would result from an arm's-length marketing process. We are also subject to the following risks, the likelihood of which may be higher when our joint venture partner is an institutional owner and required to aggregate approvals from multiple beneficial owners: (i) a deadlock if we and our joint venture partner are unable to agree upon certain major and other decisions, (ii) the limitation of our ability to liquidate our position in the joint venture without the consent of the other joint venture partner, and (iii) the requirement to provide guarantees in favor of lenders with respect to the indebtedness of the joint venture.

We are dependent on our executive officers and employees, and competition for skilled personnel could increase our compensation costs.

We rely on a small number of persons, particularly our executive officers, to carry out our business and investment strategies. Any of our senior management, including our executive officers, may cease to provide services to us at any time. The loss of the services of any of our key management personnel or our inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business and financial results. Further, we compete with various other companies in attracting and retaining qualified and skilled personnel, which may require us to enhance our pay and benefits packages to compete effectively for such personnel. We will continue to try to attract and retain qualified additional senior management and other employees, but may not be able to do so on acceptable terms.

We may incur impairment charges.

We evaluate on a quarterly basis our real estate portfolios for indicators of impairment. Impairment charges reflect management's judgment of the probability and severity of the decline in the value of real estate assets and

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investments we own. These charges and provisions may be required in the future as a result of factors beyond our control, including, among other things, changes in our expected holding periods, changes in the economic environment and market conditions affecting the value of real property assets, or natural or man-made disasters. If we are required to take impairment charges, our results of operations could be adversely impacted.

Our investment advisory business subjects us to a variety of risks associated with investment performance and advisory services.

On January 24, 2020, we completed the acquisition of Normandy Real Estate Management, LLC, which is a registered investment advisor ("RIA") under the Investment Advisers Act of 1940, as amended (the "Advisers Act") that provides investment management services, among other things. Federally registered investment advisers are regulated and subject to examination by the SEC. Additionally, the Advisers Act imposes numerous obligations on RIAs, including fiduciary duties, disclosure obligations, recordkeeping and reporting requirements, marketing restrictions, and general anti-fraud prohibitions. Our failure to comply with the Advisers Act and associated rules and regulations promulgated by the SEC could subject us to enforcement proceedings and sanctions for violations, including censure or termination of SEC registration, litigation, and reputational harm. In addition, our investment advisory business is subject to state laws and regulations.

Additionally, poor investment returns and declines in client assets in our investment advisory business, due to either general market conditions or under-performance (relative to our competitors or to benchmarks) by investment products, may affect our ability to retain existing assets, prevent clients from transferring their assets out of products or their accounts, or inhibit our ability to attract new clients or additional assets from existing clients. Any such poor performance could adversely affect our investment advisory business and the advisory fees that we earn on client assets.

Conflicts of interest, or the appearance of conflicts of interest, may arise because certain of our directors and officers are also affiliated with interests that may directly compete with us in the future.

Conflicts of interest, or the appearance of conflicts of interest, could arise between our interests and the interests of the other entities and business activities in which our directors or officers are involved. For example, in connection with our acquisition of Normandy, certain of our officers and directors retain interests in assets or funds that were excluded from the acquisition that may in the future compete with our business in certain markets or in complimentary business lines once they are no longer subject to non-compete obligations. In such cases, the interests of such directors and officers may not be aligned with our own in all respects. Furthermore, we are involved in business arrangements in which both we, on the one hand, and entities or funds formerly affiliated with Normandy, on the other hand, are joint venture partners. Conflicts of interests, or the appearance of conflicts of interests, could arise in that context as we now control and have duties on behalf of both joint venture partners. While our contractual arrangements place restrictions on the parties' conduct in certain situations, and related party transactions are subject to independent review and approval in accordance with our related party transaction approval procedures and applicable law, the potential for a conflict of interest exists, and such persons may have conflicts of interest, or the appearance of conflicts of interest, with respect to these matters.

Risks Related to Our Indebtedness

We have incurred and may continue to incur indebtedness, which may increase our business risks.

As of January 31, 2021, our total consolidated indebtedness was approximately $1.3 billion, which includes a $300.0 million term loan, a $150.0 million term loan, and $700.0 million of bonds with fixed interest rates, or with interest rates that are effectively fixed when considered in connection with interest rate swap agreements; and $110.0 million in outstanding borrowings on our line of credit, with a variable interest rate. We may incur additional indebtedness to acquire, develop, or redevelop properties, to fund property improvements and other capital expenditures, to pay our distributions, and for other purposes.

Significant borrowings by us increase the risks of an investment in us. If there is a shortfall between the cash flow from properties and the cash flow needed to service our indebtedness, then the amount available for distributions

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to stockholders may be reduced. In addition, incurring mortgage debt increases the risk of loss, since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default. If any of our properties are foreclosed due to a default, our ability to pay cash distributions to our stockholders will be limited. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but we would not receive any cash proceeds. We may give full or partial guarantees to lenders of mortgage debt on behalf of the entities that own our properties. When we give a guaranty on behalf of an entity that owns one of our properties, we are responsible to the lender for satisfaction of the debt if it is not paid by such entity.

Furthermore, we are subject to certain restrictions pursuant to the restrictive covenants of our outstanding indebtedness, which may affect our operations and our ability to incur additional debt. Loan documents evidencing our existing indebtedness contain, and loan documents entered into in the future will likely contain, financial covenants, including certain coverage ratios and limitations on our ability to incur additional debt, sell all or substantially all of our assets, and engage in mergers and consolidations and certain acquisitions. Failure to meet any of these covenants, including the financial coverage ratios, could cause an event of default under and/or accelerate some or all of our indebtedness, which would have a material adverse effect on us. Our unsecured credit facility (the "Revolving Credit Facility") and our two unsecured term loan facilities each include a cross-default provision that provides that a payment default under any recourse obligation of $50 million or more by us, or any of our subsidiaries, constitutes a default under the line of credit and term loan facilities.

Increases in interest rates could increase the amount of our debt payments and make it difficult for us to refinance our unsecured bank debt or bonds, or to finance or refinance properties, which could reduce the number of properties we can acquire, develop, or redevelop, our net income, and the amount of cash distributions we can make.

We expect to incur additional indebtedness in the future, which may include term loans, borrowings under a credit facility, unsecured bonds, or mortgages. Increases in interest rates will increase interest costs on our variable-interest debt instruments, which would reduce our cash flows and our ability to pay distributions. If mortgage debt is unavailable at reasonable interest rates or at all, we may not be able to finance the purchase of properties. If we place mortgage debt on properties, we run the risk of being unable to refinance the properties when the loans become due, or of being unable to refinance on favorable terms. In addition, if we need to repay existing debt during periods of higher interest rates, we may need to sell one or more of our investments in order to repay the debt, which sale at that time might not permit realization of the maximum return on such investments. If any of these events occur, our ability to refinance some or all of our existing indebtedness may be impacted and our cash flow may be reduced. This, in turn, would reduce cash available for distribution to our stockholders and may hinder our ability to raise capital in the future through additional borrowings or debt or equity offerings. Please refer to Item 7A, Quantitative and Qualitative Disclosures about Market Risk, for additional information regarding interest rate risk.

Changes in the method pursuant to which the LIBOR rates are determined and potential phasing out of LIBOR after 2021 may adversely affect our results of operations.

Our variable-interest debt instruments may use London Interbank Offering Rate ("LIBOR") as a benchmark for establishing the rate. In July 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced its intent to phase out LIBOR by the end of 2021. The cessation date for submission and publication of rates for certain tenors of LIBOR has since been extended by the ICE Benchmark Administration until mid-2023. While this announcement extends the transition period, the United States Federal Reserve issued a statement advising banks to stop new U.S. dollar LIBOR issuances by the end of 2021. The discontinuation of LIBOR will require lenders and their borrowers to transition from LIBOR to an alternative benchmark interest rate, which might increase the cost of our variable-interest debt instruments. In the United States, the Alternative Reference Rates Committee, which was convened by the Federal Reserve Board and the Federal Reserve Bank of New York, has identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for U.S. dollar LIBOR. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, it is unclear if other benchmarks

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may emerge or if other rates will be adopted outside of the United States. Uncertainty as to the nature of alternative reference rates, such as SOFR, and as to potential changes or other reforms to LIBOR may adversely affect LIBOR rates and the value of LIBOR-based loans.

When LIBOR is discontinued, or otherwise at our option, our Revolving Credit Facility and term loan facilities provide for alternate interest rate calculations. Any such alternative interest rates may be calculated differently than LIBOR and may increase the interest expense associated with our existing or future indebtedness.

A downgrade in the credit rating of our debt could materially adversely affect our business and financial condition.

Our senior unsecured debt is rated investment grade by S&P Global Ratings and Moody's Investors Service. In determining our credit ratings, the rating agencies consider a number of both quantitative and qualitative factors, including earnings, fixed charges, cash flows, total debt outstanding, total secured debt, off balance sheet obligations, total capitalization, and various ratios calculated from these factors. The rating agencies also consider predictability of cash flows, business strategy, joint venture activity, property development risks, industry conditions, and contingencies. Therefore, any deterioration in our operating performance could cause our investment-grade rating to come under pressure. Our corporate credit rating at S&P Global Ratings is currently "BBB" with a negative outlook, and our corporate credit rating at Moody's Investor Service is currently "Baa2" with a negative outlook. There can be no assurance that our credit ratings will not be lowered or withdrawn in their entirety. A negative change in our ratings outlook or any downgrade in our current investment-grade credit ratings by rating agencies could adversely affect our cost and access to sources of liquidity and capital. Additionally, a downgrade could, among other things, increase the costs of borrowing under our credit facility and term loans, adversely impact our ability to obtain unsecured debt or refinance our unsecured debt on competitive terms in the future, or require us to take certain actions to support our obligations, any of which would adversely affect our business and financial condition.

Federal Income Tax Risks

Failure to qualify as a REIT would reduce our net income and cash available for distributions.

Our qualification as a REIT depends upon our ability to meet requirements regarding our organization and ownership, distributions of our income, the nature and diversification of our income and assets, and other tests imposed by the Internal Revenue Code of 1986, as amended (the "Code") and the Regulations promulgated thereunder (the "Regulations"). The fact that we hold a substantial amount of our assets through Columbia OP and its subsidiaries and real estate ventures further complicates the application of the REIT requirements for us. If we fail to qualify as a REIT for any taxable year, we will be subject to federal and state income tax on our taxable income at corporate rates, including interest and any applicable penalties. In addition, we would generally be disqualified from treatment as a REIT for the four taxable years following the year of losing our REIT status. Losing our REIT status would reduce our net earnings available for investment or distribution to stockholders because of the additional tax liability. In addition, distributions to stockholders would no longer qualify for the dividends-paid deduction, and we would no longer be required to make distributions. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax.

Failure of Columbia OP to be treated as a disregarded entity or a partnership would have serious adverse consequences to our stockholders.

If the IRS were to successfully challenge the tax status of the Columbia OP or any of its subsidiary partnerships or real estate ventures for federal income tax purposes, the Columbia OP or the affected subsidiary partnership or real estate venture would be taxable as a corporation. In such event, we would cease to qualify as a REIT and the imposition of a corporate tax on the Columbia OP, subsidiary partnership, or real estate venture would reduce the amount of cash available for distribution from the Columbia OP to us and ultimately to our stockholders.

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Even if we qualify as a REIT for federal income tax purposes, we may be subject to other tax liabilities that reduce our cash flow and our ability to make distributions to our stockholders.

Even if we remain qualified as a REIT for federal income tax purposes, we may be subject to some federal, state, and local taxes on our income or property. For example:

•In order to qualify as a REIT, we must distribute annually at least 90% of our REIT taxable income to our stockholders (which is determined without regard to the dividends-paid deduction or net capital gain). To the extent that we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federal and state corporate income tax on the undistributed income.

•We will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gains net income, and 100% of our undistributed income from prior years.

•If we have net income from the sale of foreclosure property that we hold primarily for sale to customers in the ordinary course of business or other nonqualifying income from foreclosure property, we must pay a tax on that income at the highest corporate income tax rate.

•If we sell a property, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business, our gain would be subject to the 100% "prohibited transaction" tax.

•We may perform additional, noncustomary services for tenants of our buildings through our taxable REIT subsidiary, including real estate or non-real-estate-related services; however, any earnings related to such services are subject to federal and state income taxes.

Legislation that modifies the rules applicable to partnership tax audits may affect us.

The Bipartisan Budget Act of 2015, effective for taxable years beginning after December 31, 2017, requires Columbia OP (with respect to any period when it is classified as a partnership and not a disregarded entity for federal income tax purposes) and any subsidiary partnership to pay the hypothetical increase in partner-level taxes (including interest and penalties) resulting from an adjustment of partnership tax items on audit or in other tax proceedings, unless the partnership elects an alternative method under which the taxes resulting from the adjustment (and interest and penalties) are assessed at the partner level. On December 24, 2018, the IRS issued final Regulations regarding the application of certain aspects of these new partnership audit rules. Many uncertainties remain as to the application of these rules, including the application of the alternative method to partners that are REITs, and the impact they will have on us. Additional regulatory pronouncements interpreting and implementing these rules may be promulgated in the future. However, it is possible that partnerships in which we invest may be subject to U.S. federal income tax, interest, and penalties in the event of a U.S. federal income tax audit as a result of these new regulations.

Legislative or regulatory action could adversely affect investors.

In recent years, numerous legislative, judicial, and administrative changes have been made in the provisions of federal and state income tax laws applicable to investments similar to an investment in our shares. In particular, the comprehensive tax reform legislation enacted in December 2017 and commonly known as the Tax Cuts and Jobs Act, or TCJA, made many significant changes to the U.S. federal income tax laws that will profoundly impact the taxation of individuals and corporations (including both regular C corporations and corporations that have elected to be taxed as REITs). A number of changes that affect noncorporate taxpayers will expire at the end of 2025 unless Congress acts to extend them. Among other changes, the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, signed into law on March 27, 2020, makes certain changes to the TCJA. These changes will impact us and our stockholders in various ways, some of which are adverse or potentially adverse compared to prior law. To date, the IRS has issued only limited guidance with respect to certain of the new provisions, and there are numerous interpretive issues that will require further guidance. Technical corrections legislation may be needed to clarify certain aspects of the new law and give proper effect to Congressional intent. There can be no assurance, however, that technical clarifications or changes needed to prevent unintended or unforeseen tax consequences will be enacted by Congress in the near future. Additional changes to tax laws are likely to continue to occur in the future, and we cannot assure investors that any such changes will not adversely affect the taxation of our stockholders. Any

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such changes could have an adverse effect on an investment in shares or on the market value or the resale potential of our properties. Investors are urged to consult with their own tax advisor with respect to the impact of recent legislation on ownership of shares and the status of legislative, regulatory, or administrative developments and proposals, and their potential effect on ownership of shares.

To maintain our REIT status, we may be forced to borrow funds or dispose of assets during unfavorable market conditions to make distributions to our stockholders, which could increase our operating costs and decrease the value of an investment in us.

We intend to make distributions to our stockholders to comply with the requirements of the Code for REITs and to minimize or eliminate our corporate tax obligations; however, differences between the recognition of taxable income and the actual receipt of cash could require us to sell assets or borrow funds on a short-term or long-term basis to meet the distribution requirements of the Code. Certain types of assets generate substantial disparity between taxable income and available cash, such as real estate that has been financed through financing structures which require some or all of available cash flows to be used to service borrowings. In addition, changes made by TCJA will require us to accrue certain income for U.S. federal income tax purposes no later than when such income is taken into account as revenue on our financial statements (subject to an exception for certain income that is already subject to a special method of accounting under the Internal Revenue Code). This could cause us to recognize taxable income prior to the receipt of the associated cash. TCJA also includes limitations on the deductibility of certain compensation paid to our executives, certain interest payments, and certain net operating loss carryforwards, each of which could potentially increase our taxable income and our required distributions. Under the CARES Act, net operating losses arising in taxable years beginning after December 31, 2017 and before January 1, 2021 may generally be carried back up to five taxable years preceding the tax year of such loss. However, this change under the CARES Act does not apply to REITs, so that net operating losses of a REIT may not be carried back to any previous taxable year. The treatment of net operating losses arising in taxable years beginning after December 31, 2020 is not affected by the CARES Act, and such losses may not be carried back to any prior taxable year. In addition, for taxable years beginning after December 31, 2017, TCJA had limited the deduction for net operating losses to 80% of current year taxable income. The CARES Act eliminates this 80% limitation for taxable years beginning before January 1, 2021. Additionally, Section 163(j) of the Code, as amended by the TCJA, limited the deductibility of net interest expense paid or accrued on debt properly allocable to a trade or business to 30% of "adjusted taxable income," subject to certain exceptions, plus the taxpayer’s business interest income for the tax year. The CARES Act increases the maximum amount of interest expense that may be deducted to 50% of adjusted taxable income for taxable years beginning in 2019 or 2020. As a result, the requirement to distribute a substantial portion of our taxable income could cause us to: (1) sell assets in adverse market conditions, (2) borrow on unfavorable terms, or (3) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures, or repayment of debt, in order to comply with REIT requirements. Any such actions could increase our costs and reduce the value of our common stock. Further, we may be required to make distributions to our stockholders when it would be more advantageous to reinvest cash in our business or when we do not have funds readily available for distribution. Compliance with REIT qualification requirements may, therefore, hinder our ability to operate solely on the basis of maximizing profits.

To maintain our REIT status, we may be forced to forego otherwise attractive opportunities, which could delay or hinder our ability to meet our investment objectives and lower the return to our stockholders.

To qualify as a REIT, we must satisfy tests on an ongoing basis concerning, among other things, the sources of our income, the nature of our assets, and the amounts we distribute to our stockholders. We may be required to make distributions to stockholders at times when it would be more advantageous to reinvest cash in our business or when we do not have funds readily available for distribution. Compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

We face possible adverse state local tax audits and changes in state and local tax law.

Because Columbia Property Trust operates as a REIT, it is generally not subject to federal income taxes, but we are subject to certain state and local taxes. From time to time, changes in state and local tax laws or regulations are enacted, which may result in an increase in our tax liability. A shortfall in tax revenues for states and municipalities in

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which we operate may lead to an increase in the frequency and size of such changes. If such changes occur, we may be required to pay additional taxes on our assets or income. These increased tax costs could adversely affect our financial condition and results of operations and the amount of cash available for the payment of dividends and distributions to our security holders.

General Risks

We may be unable to pay or maintain cash distributions or increase distributions over time, which could reduce the funds we have available for investment and the return to our investors.

There are many factors that can affect the availability and timing of distributions to stockholders. We expect to continue to fund distributions principally from cash flow from operations; however, from time to time we may elect to fund a portion of our distributions from borrowings. If we fund distributions from financings, we will have fewer funds available for the investment in, and acquisition of, properties; thus, the overall return to our investors may be reduced. We can give no assurance that we will be able to pay or maintain cash distributions or increase distributions over time. Our ability to make distributions in the future will depend on several factors, many of which may be beyond our control, including:

•the operational and financial performance of our properties;

•capital expenditures with respect to existing, developed, and newly acquired properties;

•general and administrative costs associated with our operation as a publicly held REIT;

•the amount of, and the interest rates on, our debt; and

•potential significant expenditures relating to environmental and other regulatory matters.

Our stock price may be volatile or may decline, regardless of our operating performance, and may impede our stockholders' ability to sell their shares at a desirable price.

The market price of our common stock may vary significantly in response to a number of factors, most of which we cannot control, including those described under this section and the following:

•changes in capital market conditions that could affect valuations of real estate companies in general or other adverse economic conditions;

•our failure to meet any earnings estimates or expectations;

•future sales of our common stock by our officers, directors, and significant stockholders;

•global economic, legal, and regulatory factors unrelated to our performance;

•investors' perceptions of our prospects;

•announcements by us or our competitors of significant contracts, acquisitions, joint ventures, or capital commitments; and

•investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives.

In addition, from time to time, the New York Stock Exchange (the "NYSE"), has experienced extreme price and volume fluctuations that have affected the market prices of equity securities of many real estate companies, such as in 2020, which was marked by extreme market volatility at times, related to the ongoing COVID-19 pandemic and its continuing economic impact. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs, and our resources and the attention of management could be diverted from our business. Furthermore, we currently have limited research coverage by securities and industry analysts. If additional securities or industry analysts do not commence coverage of our Company, the long-term trading price for our common stock could be negatively impacted. If one or more of present or future analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which could cause our stock price and trading volume to decline.

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Further issuances of equity securities may be dilutive to current stockholders.

The interests of our existing stockholders could be diluted if additional equity securities are issued to finance future acquisitions, developments, or redevelopments, or to repay indebtedness. Our ability to execute our business strategy depends on our access to an appropriate blend of debt financing, including unsecured lines of credit and other forms of secured and unsecured debt, and equity financing.

Our charter limits the number of shares a person may own, which may discourage a takeover that could otherwise result in a premium price to our stockholders.

Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our board of directors, no person may own more than 9.8% of our outstanding common stock. This restriction may have the effect of delaying, deferring, or preventing a change in control, including an extraordinary transaction (such as a merger, tender offer, or sale of all or substantially all of our assets) that might provide a premium price for holders of our common stock.

Our organizational documents contain provisions that may discourage a takeover of us and could depress the price of our shares of common stock.

Our organizational documents contain provisions that may have an anti-takeover effect, inhibit a change of our management, or inhibit, in certain circumstances, tender offers for our common stock or proxy contests to change our board. These provisions include: ownership limits and restrictions on transferability that are intended to enable us to continue to qualify as a REIT; broad discretion of our board to take action, without stockholder approval, to issue new classes of securities that may discourage a third party from acquiring us; the ability, through board action or bylaw amendment to opt in to certain provisions of Maryland law that may impede efforts to effect a change in control of us; advance notice requirements for stockholder proposals and stockholder nominations of directors; and the absence of cumulative voting rights.

In addition, our board of directors may classify or reclassify any unissued preferred stock and establish the preferences; conversion; or other rights, voting powers, restrictions, or limitations as to distributions, qualifications, and terms or conditions of redemption of any such stock. Thus, our board of directors could authorize the issuance of preferred stock with terms and conditions that could have priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock. Such preferred stock could also have the effect of delaying, deferring, or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer, or sale of all or substantially all of our assets) that might provide a premium price to holders of our common stock.

Maryland General Corporation Law provides certain protections relating to deterring or defending hostile takeovers, which may discourage others from trying to acquire control of us and may prevent our stockholders from receiving a premium price for their stock in connection with a business combination.

Our board of directors has determined to opt out of certain provisions of Maryland law that may impede efforts to effect a change in control of us as further described below; in the case of the business combination provisions of Maryland law, by resolution of our board of directors; in the case of the control share provisions of Maryland law, pursuant to a provision in our bylaws; and in the case of certain provisions of the Maryland Unsolicited Takeover Act, pursuant to Articles Supplementary. Only upon stockholder approval of an amendment to our Articles of Incorporation may our board of directors repeal the foregoing opt-outs from the anti-takeover provisions of Maryland General Corporation Law.

Under Maryland law, "business combinations" between a Maryland corporation and certain interested stockholders or affiliates of interested stockholders are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. Also under Maryland law, control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquirer, an officer of the corporation, or an employee of the

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corporation who is also a director of the corporation are excluded from the vote on whether to accord voting rights to the control shares. These provisions may therefore discourage others from trying to acquire control of us and increase the difficulty of consummating any offer. Similarly, provisions of Title 3, Subtitle 8 of the Maryland General Corporation Law, commonly referred to as the "Maryland Unsolicited Takeover Act," could provide similar anti-takeover protection.

Corporate responsibility, specifically related to environmental, social, and governance ("ESG") factors, may impose additional costs and expose us to new risks.

The importance of sustainability evaluations is becoming more broadly accepted by investors and stockholders. Certain organizations that provide corporate governance and other corporate risk information to investors and shareholders have developed scores and ratings to evaluate companies and investment funds based upon ESG or "sustainability" metrics. Many investment funds focus on positive ESG business practices and sustainability scores when making investments and may consider a company’s sustainability score as a reputational or other factor in making an investment decision. In addition, investors, particularly institutional investors, use these scores to benchmark companies against their peers, and if a company is perceived as lagging, these investors may engage with companies to require improved ESG disclosure or performance. We may face reputational damage in the event our corporate responsibility procedures or standards do not meet the standards set by various constituencies. A low sustainability score could result in a negative perception of the Company, or exclusion of our common stock from consideration by certain investors.

ITEM 1B.UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.PROPERTIES

Overview

As of December 31, 2020, we owned 15 operating properties and four properties under development or redevelopment, of which 10 were wholly owned and nine were owned through joint ventures. These properties are located primarily in New York, San Francisco, Washington, D.C., and Boston, and were approximately 95.6% leased as of December 31, 2020.

Property Statistics

The tables below include statistics for the nine consolidated operating properties, which we own directly, and our proportional share of the annualized lease revenue and rentable square feet for the six operating properties we own through consolidated and unconsolidated joint ventures. 2020 annualized lease revenue is an operating metric, calculated as (i) annualized rental payments (defined as base rent plus operating expense reimbursements, excluding rental abatements) for executed and commenced leases as of December 31, 2020, as well as leases executed but not yet commenced for vacant space that will commence within 12 months, and (ii) annualized parking revenues, payable either under the terms of an executed lease or vendor contract ("2020 Annualized Lease Revenue"). 2020 Annualized Lease Revenue excludes rental payments for executed leases that have not yet commenced for space covered by an existing lease.

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The following table shows lease expirations of our office properties as of December 31, 2020, during each of the next 10 years and thereafter. This table assumes no exercise of renewal options or termination rights.


Year of Lease Expiration	Rentable Square Feet (in thousands)	2020 Annualized Lease Revenue (in thousands)		Percentage of 2020 Annualized Lease Revenue
Vacant	209	—		—	%
2021	451	28,566		8	%
2022	313	22,330		7	%
2023	426	35,848		11	%
2024	237	22,011		6	%
2025	643	52,490		15	%
2026	749	42,651		13	%
2027	169	13,342		4	%
2028	97	8,214		2	%
2029	240	18,880		6	%
2030	496	44,035		13	%
Thereafter	750	51,141		15	%
	4,780	$	339,508	100	%

The following table shows the geographic locations of our office properties as of December 31, 2020. For more information about our geographic locations, see Note 16, Segment Information, of the accompanying consolidated financial statements.


Location	Leased Square Feet (in thousands)	2020 Annualized Lease Revenue (in thousands)		Percentage of 2020 Annualized Lease Revenue
New York	2,023	$	151,135	45	%
San Francisco	1,439	111,606		33	%
Washington, D.C.	846	60,706		18	%
Boston	263	16,061		4	%
	4,571	$	339,508	100	%

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The following table shows the industry breakdown of our office tenants as of December 31, 2020.


Industry	Leased Square Feet (in thousands)	2020 Annualized Lease Revenue (in thousands)		Percentage of 2020 Annualized Lease Revenue
Business Services	1,238	$	102,699	30	%
Depository Institutions	917	42,504		13	%
Engineering & Management Services	377	27,248		8	%
Legal Services	271	25,617		8	%
Nondepository Institutions	185	16,151		5	%
Security & Commodity Brokers	159	14,075		4	%
Real Estate	220	13,103		4	%
Holding and Other Investment Offices	115	8,324		2	%
Printing and Publishing	87	7,167		2	%
Health Services	89	7,086		2	%
Computer & Computer Software Stores	68	7,023		2	%
Miscellaneous Retail	71	6,900		2	%
Other(1)	774	61,611		18	%
	4,571	$	339,508	100	%

(1)Within "Other," no more than 2% of 2020 Annualized Lease Revenue is attributable to any individual industry.

The following table shows the major tenants of our operating properties as of December 31, 2020.


Tenant	2020 Annualized Lease Revenue (in thousands)		Percentage of 2020 Annualized Lease Revenue
Twitter	$	20,671	6	%
Pershing	18,797		6	%
Yahoo!/Verizon	16,283		5	%
Wells Fargo	15,779		5	%
Snap	12,655		4	%
Amazon	9,668		3	%
DLA Piper	7,838		2	%
DocuSign	7,720		2	%
Affirm	7,207		2	%
WeWork	7,124		2	%
Other(1)	215,766		63	%
	$	339,508	100	%

(1)Within "Other," no more than 2% of 2020 Annualized Lease Revenue is attributable to any individual tenant.

ITEM 3. 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 or our financial condition, nor are we aware of any such legal proceedings contemplated by governmental authorities.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information and Holders

Our common stock was listed on the NYSE on October 10, 2013 under the symbol "CXP." As of January 31, 2021, we had approximately 114.9 million shares of common stock outstanding held by approximately 21,139 stockholders of record.

Distributions

We intend to make distributions each taxable year (not including a return of capital for federal income tax purposes) equal to at least 90% of our taxable income. One of our primary goals is to pay regular quarterly distributions to our stockholders. The amount of distributions paid and the taxable portion thereof in prior periods are not necessarily indicative of amounts anticipated in future periods.

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, our future capital needs, our future sources of liquidity, and 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, as well as equity repurchases, are generally funded with recycled capital proceeds from property sales, debt, or cash on hand. Our board of directors maintained a $0.21 dividend for each quarter of 2020. The dividend for the fourth quarter of 2020 was paid on January 8, 2021.

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Performance Graph

The following graph compares the cumulative total return of our common stock with the S&P 500 Index, Morgan Stanley REIT Index, the FTSE NAREIT US Real Estate Index, and the FTSE NAREIT Equity Office Index for the period beginning on December 31, 2015 through December 31, 2020. The graph assumes a $100.00 investment in each of the indices on December 31, 2015, and the reinvestment of all dividends.


Index	December 31, 2015		December 31, 2016		December 31, 2017		December 31, 2018		December 31, 2019		December 31, 2020
Columbia Property Trust	$	100.00	$	97.25	$	107.14	$	93.65	$	105.14	$	75.33
S&P 500 Index	$	100.00	$	111.95	$	136.38	$	130.39	$	171.44	$	201.65
FTSE NAREIT US Real Estate Index	$	100.00	$	107.84	$	112.05	$	108.21	$	134.55	$	121.75
FTSE NAREIT Equity Office Index	$	100.00	$	113.14	$	119.17	$	101.87	$	133.86	$	109.16
Average High Barrier Peers(1)	$	100.00	$	108.40	$	109.94	$	91.05	$	111.42	$	76.20

(1)Includes the the following high barrier peers: Boston Properties, Vornado Realty Trust, Paramount Group, Empire State Realty Trust, Kilroy Realty, SL Green Realty Corp., and Hudson Pacific Properties. We have included the simple average total return performance of these companies, in addition to the other indices, because these are the companies with whom we most closely compete for investor dollars, investments, tenants and talent.

Share Repurchases

On August 13, 2019, our board of directors authorized a stock repurchase program to purchase up to an aggregate of $200.0 million of our common stock from September 4, 2019 through September 4, 2021 (the "2019 Stock Repurchase Program"). During the quarter ended December 31, 2020, we did not make any share repurchases. As of December 31, 2020, $143.3 million remains available under the 2019 Stock Repurchase Program.

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ITEM 6.SELECTED FINANCIAL DATA

The following selected financial data of Columbia Property Trust for 2020, 2019, 2018, 2017, and 2016 should be read in conjunction with the accompanying consolidated financial statements and related notes in Item 8, Financial Statements and Supplementary Data, hereof (amounts in thousands, except per-share data).


	As of December 31,
	2020		2019		2018		2017		2016
Total assets	$	4,086,518	$	4,244,945	$	4,173,993	$	4,511,539	$	4,299,793
Total stockholders' equity	$	2,683,594	$	2,628,617	$	2,741,016	$	2,531,936	$	2,502,768
Outstanding debt(1)	$	1,260,000	$	1,484,000	$	1,332,000	$	1,674,176	$	1,424,602
Outstanding long-term debt(1)	$	1,260,000	$	1,484,000	$	1,332,000	$	1,302,000	$	1,302,602
Obligations under capital leases	$	—	$	—	$	—	$	120,000	$	120,000

	Years Ended December 31,
	2020		2019		2018		2017		2016
Total revenues	$	300,566	$	288,837	$	297,943	$	289,000	$	473,543
Income (loss) from unconsolidated joint venture	$	8,646	$	8,004	$	8,003	$	2,651	$	(7,561)
Net income attributable to common stockholders of Columbia Property Trust	$	115,710	$	9,197	$	9,491	$	176,041	$	84,821
Net cash provided by operating activities	$	104,420	$	137,443	$	97,625	$	61,924	$	193,091
Net cash provided by (used in) investing activities	$	294,177	$	(170,309)	$	375,730	$	(347,723)	$	525,613
Net cash provided by (used in) financing activities	$	(349,018)	$	28,051	$	(465,804)	$	79,281	$	(535,264)
Investments in real estate (acquisitions, earnest money deposits, capital projects)	$	(68,879)	$	(520,122)	$	(94,067)	$	(691,574)	$	(39,521)
Investments in unconsolidated joint ventures	$	(58,881)	$	(17,134)	$	(38,763)	$	(369,043)	$	(16,212)
Distributions paid(2)(3)	$	(99,201)	$	(93,480)	$	(95,056)	$	(109,561)	$	(148,474)
Stock repurchases(2)(4)	$	(25,761)	$	(35,917)	$	(72,495)	$	(59,462)	$	(53,986)
Net debt and bond proceeds (repayments)(2)	$	(224,000)	$	152,000	$	(293,175)	$	249,573	$	(311,769)
Per Weighted-Average Common Share Data:
Net income attributable to common stockholders – basic	$	1.01	$	0.08	$	0.08	$	1.45	$	0.68
Net income attributable to common stockholders – diluted	$	1.01	$	0.08	$	0.08	$	1.45	$	0.68
Distributions declared	$	0.84	$	0.81	$	0.80	$	0.80	$	1.20
Weighted-average common shares outstanding – basic	114,055		116,261		117,888		120,795		123,130
Weighted-average common shares outstanding – diluted	117,107		116,458		118,311		121,159		123,228

(1)Excludes discounts and deferred financing costs.

(2)Activity is presented on a cash basis. Please refer to our accompanying consolidated statements of cash flows.

(3)2020 includes distributions to both stockholders and Preferred OP Unit holders.

(4)Stock repurchases were made under board-approved stock repurchase plans or in settlement of taxes related to stock compensation.

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ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the Selected Financial Data in Item 6, Selected Financial Data, above and our accompanying consolidated financial statements and notes thereto. See also "Cautionary Note Regarding Forward-Looking Statements" preceding Part I.

Executive Summary

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. Response to the COVID-19 pandemic led to aggressive actions to reduce the spread of the disease which seriously disrupted activities in large segments of the economy, including in the regional economies where we operate. As some regions of the country have reopened with various restrictions, others have re-imposed previously lifted restrictions in response to a resurgence of virus cases. We are continuing to monitor the COVID-19 pandemic and its impact on our business, tenants, and industry as a whole. We are committed to the health and safety of our employees, tenants, and communities. Because our portfolio is well leased with minimum near-term rollover, and our rent collections level remains high, our operating performance has not materially suffered from the COVID-19 pandemic to date.

The long-term impact of the pandemic on our tenants, demand for office space, and the global economy remains uncertain and will depend on various factors, including the scope, severity, and duration of the pandemic, the effectiveness and duration of actions taken by authorities to contain the pandemic, and the availability and effectiveness of vaccines or other treatments. Sustained work-from-home trends could negatively impact demand for office space in our markets and consequently could impede our ability to enter into new leases or to re-lease space as leases roll over. A continued economic downturn and recession could adversely affect many of our tenants which could, in turn, adversely impact our business, financial condition, and results of operations. We have worked closely with our impacted tenants and will continue to address their concerns on a case-by-case basis, including arrangements that address cash flow interruptions while maintaining long-term lease obligations. During the year ended December 31, 2020, we executed rent abatements totaling $0.7 million and rent deferrals totaling $3.2 million, including our share of abatements and deferrals made by our unconsolidated joint ventures.

Our primary strategic objective is to generate long-term stockholder returns from a combination of growing cash flows and appreciation in the values of our properties. We own and operate high-quality office properties located in high-barrier-to-entry markets, primarily New York, San Francisco, Washington, D.C., and Boston. 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, including development or redevelopment. 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.

On January 24, 2020, we acquired Normandy, a developer, operator, and investment manager of office and mixed-use assets in New York, Boston, and Washington, D.C., which had interests in three real estate funds and contracts to provide real estate services to properties affiliated with those funds. We believe that the acquisition of Normandy furthers our strategic initiatives by strengthening our platform with additional development and redevelopment expertise, deal sourcing, and other key capabilities, and by increasing our access to capital through Normandy's investor relationships.

Over the past several years, we have undertaken a capital recycling program that has involved selling more than 50 properties in geographically dispersed markets for approximately $4.5 billion, and reinvesting those proceeds in our core markets. In January 2020, we sold Cranberry Woods Drive in suburban Pittsburgh for $180.0 million; and in March 2020, we sold Pasadena Corporate Park in suburban Los Angeles for $78.0 million, which marked the exit of our last non-target markets. In March 2020, we also acquired an 8.65% interest in Terminal Warehouse, a 1.2-million-square-foot property located in West Chelsea, New York, that will be fully redeveloped into a mixed-use office project with ancillary retail, for an initial equity contribution of approximately $40.0 million. Lastly, in October 2020, we expanded an existing joint venture relationship by contributing 221 Main Street in San Francisco to a joint venture partnership, and simultaneously selling a 45% interest therein for $180.0 million.

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As of December 31, 2020, the operating properties in our portfolio were 95.6% leased, with 8.4% of our leases scheduled to expire over the next 12 months. During 2020, we leased a total of 262,100 square feet of space, including a lease renewal and expansion for an aggregate 68,200 square feet at 1800 M Street in Washington, D.C.

As of December 31, 2020, our debt-to-real-estate-asset ratio was 33.4%(1), and approximately 31.4%(1) on a net basis (i.e., reduced for cash on hand). Additionally, as of December 31, 2020, 88.4%(1) of our portfolio is unencumbered by mortgages; and the weighted-average cost of our consolidated and pro-rata share of joint venture borrowings during the quarter was 3.60%(1) per annum. Our debt maturities are laddered over the next six years.

From time to time when we believe our stock is undervalued, we may take advantage of market opportunities by using our stock repurchase program to buy shares. In the first quarter of 2020, we repurchased 1.2 million shares at an average price of $19.47 per share, for aggregate purchases of $23.3 million. Subsequent to March 31, 2020, we did not make any share repurchases in 2020. As of December 31, 2020, $143.3 million remains available under our current repurchase program.

(1)Statistics include 100% of all of our consolidated properties and 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.

Key Performance Indicators

Our operating results depend primarily upon the level of income generated by the leases at our properties. Because occupancy and rental rates are critical drivers of our future lease income, these operating metrics are monitored by management and beneficial to investors. Over the last year, our portfolio percentage leased ranged from 97.1% at December 31, 2019 to 95.6% at December 31, 2020. The following table sets forth details related to the financial impact of our recent leasing activities for properties we consolidate, which are calculated based on our proportionate share of properties owned through unconsolidated joint ventures:


	Years Ended December 31,
	2020			2019
Total number of leases	21			46
Square feet of leasing – renewal	82,908			547,673
Square feet of leasing – new	124,295			175,167
Total square feet of leasing	207,203			722,840
Average lease term (months)	141			144
Tenant improvement allowances, per square foot – renewal	$	30.89		$	54.95
Tenant improvements allowances, per square foot – new	$	99.46		$	81.93
Tenant improvements allowances, per square foot – all leases	$	84.35		$	61.87
Leasing commissions, per square foot – renewal	$	21.09		$	35.99
Leasing commissions, per square foot – new	$	60.73		$	44.19
Leasing commissions, per square foot – all leases	$	52.00		$	38.10

Rent leasing spread – renewal(1)	29.8		%	59.7		%
Rent leasing spread – new(1)	12.2		%	61.2		%
Rent leasing spread – all leases(1)	19.6		%	59.9		%

(1)Rent leasing spreads are calculated based on the change in base rental income measured on a straight-line basis; and, for new leases, only include space that has been vacant for less than one year.

In 2020, rent leasing spreads (19.6%) primarily relate to a 68,200-square-foot lease renewal and expansion with Berkley Research Group at 1800 M Street in Washington, D.C., a new 34,800-square-foot lease with Twitch at 315 Park Avenue South in New York, a 15,500-square-foot office lease renewal at 650 California Street in San Francisco, and a 10,100-square-foot office lease renewal at 221 Main Street in San Francisco. Current-year tenant

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improvements ($84.35 per square foot) and leasing commissions ($52.00 per square foot) primarily relate to the 68,200-square-foot lease renewal and expansion with Berkley Research Group at 1800 M Street in Washington, D.C., and a new 59,500-square-foot lease with American Trucking Association at 80 M Street in Washington, D.C. In 2019, rent leasing spreads were positive (59.9%), primarily related to a 333,000-square-foot office lease renewal with Pershing at 95 Columbus in Jersey City, a 46,000-square-foot renewal lease at 221 Main Street in San Francisco, a 31,000-square-foot renewal lease at 650 California Street in San Francisco, and a 29,500-square-foot lease renewal at 218 West 18th Street in New York City. In 2019, tenant improvements ($61.87 per square foot) and leasing commissions ($38.10 per square foot) primarily related to the 31,000-square-foot lease renewal at 650 California Street and a new 24,000-square-foot lease at 221 Main Street.

Rent Collections and Concessions

Our tenants' businesses and operations have been impacted by the COVID-19 pandemic in a variety of ways. In certain instances, we have provided rent concessions as a temporary measure to address our tenants' near-term cash flow needs. During 2020, we deferred rents totaling $3.2 million (0.8% of billings) and abated rents totaling $0.7 million (0.2% of billings), including our prorated share of rents earned through unconsolidated joint ventures. Overall, our collections levels remain high and similar to our pre-COVID-19 levels. For the last quarter of 2020, our collection rates are as follows:


Percentage of Original Billings:	Total		Office		Retail
Collected	97.9	%	98.8	%	83.0	%
Deferred	0.7	%	0.4	%	5.8	%
Abated	0.2	%	0.2	%	0.1	%
Outstanding	1.2	%	0.6	%	11.1	%
Total	100.0	%	100.0	%	100.0	%

In the fourth quarter, we moved several tenants (predominantly retail) to cash-basis revenue recognition for future rents, under which rents are recognized as cash is received and straight-line receivable balances are reserved, and recognized a $7.8 million charge against lease revenues for doubtful accounts receivable.

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, 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. Our board of directors declared a dividend for the fourth quarter of 2020 at a rate of $0.21 per share, which was paid in January 2021. The board of directors declared a dividend for the first quarter of 2021 at the same rate, $0.21 per share, which will be paid in March 2021 to stockholders of record as of March 1, 2021.

We continue to monitor the developments around COVID-19 and the related impacts to our liquidity. In response to the economic uncertainty that unfolded as a result of COVID-19, we drew down $200.0 million on our Revolving Credit Facility in late March 2020. As financial institutions have generally remained stable through 2020, we believe we will be able to access any available capacity on our Revolving Credit Facility, and therefore repaid most of the outstanding balance in the fourth quarter of 2020. As of December 31, 2020, we had access to $540.0 million of additional borrowings on our Revolving Credit Facility, and $61.9 million of cash on hand. See Item IA., Risk Factors, for additional information.

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Short-Term Liquidity and Capital Resources

During 2020, we generated net cash flows from operating activities of $104.4 million, which consists primarily of receipts from tenants for rent and reimbursements, reduced by payments for operating costs, administrative expenses, interest expense, and lease inducements. During the same period, we paid total distributions to stockholders and Preferred OP Unit holders of $99.2 million, which included dividend payments to stockholders for four quarters ($24.2 million for fourth quarter of 2019 and $72.3 million for the first three quarters of 2020).

During 2020, we generated $426.2 million in aggregate net proceeds from the partial sale of 221 Main Street, and the sales of Cranberry Woods Drive and Pasadena Corporate Park. These proceeds were used to fund net repayments on our Revolving Credit Facility ($224.0 million), our investment in the Terminal Warehouse Joint Venture ($40.0 million), leasing and capital projects for consolidated and unconsolidated properties ($94.7 million), and redemptions of common stock ($25.8 million).

Over the short term, we expect our primary sources of capital and liquidity to be operating cash flows and borrowing proceeds, and expect that our principal demands for capital will be to fund development and redevelopment costs, capital improvements to our existing portfolio, stockholder distributions, stock repurchases, operating expenses, and interest and principal payments. As of January 31, 2021, in addition to cash on hand, we have access to additional borrowings of $540.0 million under our Revolving Credit Facility. We believe that we will have adequate liquidity and capital resources to meet our current obligations as they come due, as well as to address any additional liquidity needs that arise from developments around COVID-19 and the related impacts to our business. See Item IA., Risk Factors, for additional information.

Long-Term Liquidity and Capital Resources

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

Consistent with our operational strategy and financing objectives, over the long term we have generally maintained debt levels at less than 40% of the undepreciated costs of our assets. As of December 31, 2020, our debt-to-real-estate-asset ratio was approximately 33.4%. Our debt-to-real-estate-asset ratio includes 100% of all consolidated assets and debt, and our proportional share of assets (including basis adjustments) and debt held by our unconsolidated joint ventures.

As described below, our variable-rate indebtedness may use London Interbank Offering Rate ("LIBOR") as a benchmark for establishing the rate. In July 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR, announced its intent to phase out LIBOR by the end of 2021. The cessation date for submission and publication of rates for certain tenors of LIBOR has since been extended by the ICE Benchmark Administration until mid-2023. While this announcement extends the transition period, the United States Federal Reserve issued a statement advising banks to stop new U.S. dollar LIBOR issuances by the end of 2021. The anticipated discontinuation of LIBOR will require lenders and their borrowers to transition from LIBOR to an alternative benchmark interest rate, which might increase the cost of our variable-interest debt instruments. When LIBOR is discontinued, or otherwise at our option, our Revolving Credit Facility and term loan facilities provide for alternate interest rate calculations.

Unsecured Bank Debt

Our Revolving Credit Facility has a capacity of $650.0 million and matures in January 2023, with two six-month extension options. As of December 31, 2020, we had $110.0 million in outstanding borrowings on the Revolving Credit Facility. Amounts outstanding under the Revolving Credit Facility bear interest at LIBOR, plus an applicable margin ranging from 0.775% to 1.45% for LIBOR borrowings, or an alternate base rate, plus an applicable margin ranging from 0.00% to 0.45% for base rate borrowings, based on our applicable credit rating. The 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, the Revolving Credit Facility, along with the $300 Million Term Loan, as

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described below, provides for four accordion options for an aggregate additional amount of up to $500 million, subject to certain limitations.

Our $300.0 million unsecured term loan matures in January 2024 (the "$300 Million Term Loan") 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 interest rate on the $300 Million Term Loan is effectively fixed with an interest rate swap agreement, which is designated as a cash flow hedge. Based on the terms of the interest rate swap and our current credit rating, the interest rate on the $300 Million Term Loan is effectively fixed at 2.55%.

Our $150.0 million unsecured term loan matures in July 2022 (the "$150 Million Term 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) 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 interest rate on the $150 Million Term Loan is effectively fixed with an interest rate swap agreement, which is designated as a cash flow hedge. 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%.

Debt Covenants

As of December 31, 2020, the $300 Million Term Loan, the $150 Million Term Loan, and the Revolving Credit Facility contain the following restrictive covenants, which are defined in the debt agreements:

•limit the ratio of secured debt to total asset value to 40% or less;

•require the fixed charge coverage ratio to be at least 1.50:1.00;

•limit the ratio of debt to total asset value to 60% or less, or 65% or less following a material transaction;

•require the unencumbered interest coverage ratio to be at least 1.75:1.00; and

•limit the unencumbered leverage ratio to 60% or less, or 65% or less following a material transaction.

As of December 31, 2020, we were in compliance with the restrictive covenants on these outstanding debt obligations.

Bonds Payable

We have two series of bonds outstanding as of December 31, 2020:

•$350.0 million of 10-year, unsecured 3.650% senior notes at 99.626% of their face value, maturing on August 15, 2026, which require semi-annual interest payments in February and August (the "2026 Bonds Payable").

•$350.0 million of 10-year, unsecured 4.150% senior notes at 99.859% of their face value, maturing on April 1, 2025, which require semi-annual interest payments in April and October (the "2025 Bonds Payable" and, together with the 2026 Bonds Payable, the "Bonds Payable").

Columbia OP is the issuer of our Bonds Payable, both series of which are fully and unconditionally guaranteed by Columbia Property Trust. Columbia Property Trust owns 97.2% of Columbia OP, and includes the accounts of Columbia OP in its consolidated financial statements. The primary differences between Columbia Property Trust and Columbia OP are as follows: Columbia Property Trust owns one property directly and has made intercompany loans to subsidiaries of Columbia OP, and Columbia Property Trust issues publicly traded common stock to investors (including employees and board members) and has engaged in share repurchases from time to time. Columbia Property Trust has contributed the substantial majority of proceeds from sales of its common stock to Columbia OP.

Columbia Property Trust's guarantees of Columbia OP's obligations under the Bonds Payable include the punctual payments of principal, premium, if any, and interest on the Bonds Payable, whether at stated maturity, by declaration of acceleration, call for redemption, or otherwise. The obligations of Columbia Property Trust under its guarantees are limited to the amount necessary to prevent such guarantees from constituting a fraudulent transfer or conveyance under applicable law. The Bonds Payable are Columbia OP's senior unsecured obligations and rank equally in right of payment with all of its other existing and future senior unsecured indebtedness; Columbia Property Trust's guarantees of the Bonds Payable are its senior unsecured obligations and rank equally in right of

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payment with all of Columbia Property Trust's other existing and future senior unsecured indebtedness and guarantees.

As a result of Columbia Property Trust's guarantees, we are presenting the following summarized financial information (in thousands) for Columbia Property Trust and Columbia OP, pursuant to Rule 13-01 of Regulation S-X, Guarantors and Issuers of Guaranteed Securities Registered or Being Registered. For purposes of the following summarized financial information, transactions between Columbia Property Trust and Columbia OP, presented on a combined basis, have been eliminated, and information for non-guarantor subsidiaries has been excluded.


Balance Sheet Information:
	December 31, 2020
Total assets	$	3,980,709
Total liabilities	$	1,394,244
Noncontrolling interests	$	74,345

Statement of Operations Information:
	For the Year Ended December 31, 2020
Total revenues	$	287,869
Total expenses	$	335,513
Net income	$	115,721
Net income attributable to noncontrolling interests	$	2,686
Net income attributable to common stockholders	$	113,035

The restrictive covenants on the Bonds Payable as defined pursuant to an indenture include:

•a limitation on the ratio of debt to total assets, as defined, to 60%;

•limits to our ability to incur debt if the consolidated income available for debt service to annual debt service charge, as defined, for four previous consecutive fiscal quarters is less than 1.50:1.00 on a pro forma basis;

•limits to our ability to incur liens if, on an aggregate basis for us, the secured debt amount would exceed 40% of the value of the total assets; and

•a requirement that the ratio of unencumbered asset value, as defined, to total unsecured debt be at least 150% at all times.

As of December 31, 2020, we were in compliance with the restrictive covenants on the Bonds Payable.

Debt Settlements and Interest Payments

During 2020, we made interest payments of approximately $19.1 million related to our term loans, line of credit, and notes payable, and $27.3 million related to our Bonds Payable. Other than payments on our Revolving Credit Facility, there were no debt repayments in 2020 or 2019. During 2018, we made the following debt repayments:

•On December 14, 2018, we terminated both the $120.0 million development authority bonds and the corresponding obligations under capital leases related to One & Three Glenlake Parkway in Atlanta.

•On December 7, 2018, concurrent with closing on the amendment and restatement of our term loan and revolving credit facility, we repaid the $300 million remaining balance on the $300 Million Term Loan, which includes a delayed-draw feature, allowing up to 12 months to fully draw the term loan.

•On October 10, 2018, we paid the $20.7 million outstanding balance on the One Glenlake mortgage note two months prior to its original maturity date.

•On April 13, 2018, we transferred 263 Shuman Boulevard to the lender in extinguishment of the $49.0 million loan principal, accrued interest expense, and accrued property operating expenses, which resulted in a gain on extinguishment of debt of $24.0 million in the second quarter of 2018.

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•On February 2, 2018, we repaid $120.0 million of the outstanding balance on a bridge loan with disposition proceeds from the sale of a portion of University Circle and 333 Market Street. On May 30, 2018, we repaid the remaining $180.0 million outstanding balance on this bridge loan with disposition proceeds from the sale of 222 East 41st Street. The settlement of a $300 million bridge loan resulted in a $0.3 million loss on extinguishment of debt to write off the related unamortized deferred financing costs.

Contractual Commitments and Contingencies

As of December 31, 2020, our contractual obligations will become payable in the following periods (in thousands):


Contractual Obligations	Total		2021		2022-2023		2024-2025		Thereafter
Debt obligations(1)	$	1,551,226	$	125,476	$	425,750	$	650,000	$	350,000
Interest obligations on debt(1)(2)	192,355		52,066		86,365		44,343		9,581
Operating lease obligations(3)	1,164,755		7,309		13,534		13,365		1,130,547
Total	$	2,908,336	$	184,851	$	525,649	$	707,708	$	1,490,128

(1)Includes our ownership share of the debt and interest obligations for the Market Square Joint Venture, the Terminal Warehouse Joint Venture, and the 799 Broadway Joint Venture, which we own through unconsolidated joint ventures. The Market Square Joint Venture (51% ownership) has a $325.0 million mortgage loan on the Market Square Buildings, which bears interest at 5.07% and matures on July 1, 2023. The Terminal Warehouse Joint Venture (8.65% ownership) has a $643.8 million loan, which has a total capacity of $650.0 million, which bears interest at LIBOR plus a spread of 340 basis points, with a LIBOR floor of 2.28% and cap of 3.50%, and matures on March 23, 2021. The 799 Broadway Joint Venture (49.7% ownership) has $140.4 million outstanding on a construction loan, which has a total capacity of $187.0 million; bears interest at LIBOR plus a spread of 425 basis points, with a LIBOR floor of 1.00% and cap of 4.00%; and matures on October 9, 2021, with two one-year extension options. As of December 31, 2020, under the 799 Broadway construction loan agreement, we guarantee equity contributions of $8.9 million to be made to the joint venture (see Note 7, Commitments and Contingencies, of the accompanying consolidated financial statements).

(2)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 December 31, 2020. Interest obligations on all other debt instruments are measured at the contractual rate. See Item 7A, Quantitative and Qualitative Disclosures about Market Risk, for more information regarding our interest rate swaps.

(3)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, and our corporate office lease. 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.

Results of Operations

Overview

As of December 31, 2020, we owned 15 operating properties and four properties under development or redevelopment, of which 10 were wholly owned and nine were owned through joint ventures, located in New York, San Francisco, Washington, D.C., and, Boston. As of December 31, 2020, these properties were approximately 95.6% leased. Our period-over-period operating results are impacted by the real estate activities set forth in the "Transaction Activity" section of Item 1, Business, including acquisitions and dispositions made directly and through joint ventures. Other than real estate transactions, we expect real estate operating income to vary, primarily based on leasing activity over the near term.

Comparison of the Year Ended December 31, 2020 Versus the Year Ended December 31, 2019

Lease revenues were $262.1 million for 2020, which represents a slight decrease as compared with $276.1 million for 2019, as the impact of current- and prior-period dispositions ($50.2 million) and current-period write-downs for straight-line rent and uncollectible tenant receivables ($8.5 million) were partially offset by the 2019 acquisition of 201 California Street ($20.9 million), lease termination fees ($13.1 million), and additional revenues from lease commencements ($11.0 million). We expect future lease revenues to vary based on recent and future investing and leasing activities.

Management fee revenues were $38.4 million for 2020, which represents an increase as compared with $7.5 million for 2019, primarily due to the Normandy Acquisition in January 2020. Management fee revenues include

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reimbursements of salaries and third-party costs recorded as management fee expense ($15.9 million for 2020, and $7.5 million for 2019). In connection with the Normandy Acquisition, we acquired, among other things, contracts to provide management services to properties affiliated with three real estate funds: Normandy Real Estate Fund III, LP; Normandy Real Estate Fund IV, LP; and Normandy Opportunity Zone Fund, LP (collectively, the "Real Estate Funds"). Management fee revenue is expected to remain at a similar level in the near term.

Other property income was $7,000 for 2020, which represents a decrease as compared with $5.1 million for 2019, due to presentation changes made to the consolidated statements of operations. Reimbursements of salaries and third-party costs related to management fees are recorded as other property income through the end of 2019, and as management fee revenues beginning in 2020 ($4.5 million included in 2019). Lease termination fees are recorded as other property income through the first quarter of 2019, and as lease revenues beginning in the second quarter of 2019 ($0.4 million included in 2019). Other property operating income is expected to remain at similar levels in the near term.

Property operating costs were $87.5 million for 2020, which represents a decrease from $93.9 million for 2019, as the impact of recent dispositions ($10.3 million) and recording expenses for reimbursed management fee administration costs as management fee expenses beginning in the first quarter of 2020 ($3.8 million), are offset by the acquisition of 201 California Street ($7.9 million). Property operating costs are expected to vary based on recent and future investing and leasing activities.

Depreciation was $68.5 million for 2020, which represents a decrease as compared with $78.3 million for 2019, as the impact of recent dispositions ($16.0 million) was offset by the acquisition of 201 California Street ($6.2 million). Depreciation is expected to vary based on recent and future investing activities and capital projects.

Amortization was $30.6 million for 2020, which represents an increase as compared with $27.9 million for 2019, as the impact of the acquisition of 201 California Street ($5.4 million) and termination of WeWork's lease at 149 Madison Avenue ($3.3 million) are partially offset by dispositions ($6.3 million). We expect future amortization to vary, based on recent and future investing and leasing activities.

In 2019, we recognized impairment losses on real estate assets in connection with preparing to exit the Atlanta market ($23.4 million on Lindbergh Center) and the Los Angeles market ($20.6 million on Pasadena Corporate Park). We expect future impairment losses to depend primarily on our holding period intentions and any disposition strategies evaluated for our other properties.

In 2020, we recognized a $63.8 million of impairment loss on goodwill in the fourth quarter. In connection with performing our annual assessment of the recoverability of goodwill in the fourth quarter, we concluded that the carrying value of our New York reporting unit, including goodwill related to the Normandy Acquisition, exceeded its estimated fair value, and accordingly, reduced goodwill to $0 by recording an impairment loss in the fourth quarter of 2020. See Note 2, Summary of Significant Accounting Policies, of the accompanying financial statements for additional information.

General and administrative expenses were $44.0 million for 2020, which represents an increase as compared with $32.8 million for 2019, primarily due to vesting of the Preferred OP Units ($11.8 million) issued as consideration for the Normandy Acquisition. General and administrative expenses are expected to remain at similar levels in the near term.

Management fee expenses were $31.5 million for 2020, which represents an increase as compared with $3.6 million for 2019. For the current period, these expenses reflect salaries and third-party costs incurred to earn management fee revenues by providing management services to properties owned by unconsolidated joint ventures and affiliated with the Real Estate Funds acquired in the Normandy Acquisition. For the prior period, these expenses represent costs incurred to manage assets owned by our unconsolidated joint ventures. Future management fee expenses are expected to vary as a function of management fee revenues.

For 2020 and 2019, we recognized acquisition and restructuring costs of $19.0 million and $6.4 million, respectively, related to the Normandy Acquisition, which closed on January 24, 2020. These costs include legal, advisory,

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severance costs, and other professional services fees related to the acquisition. Future levels of acquisition and restructuring costs will vary based on future transaction activities.

Interest expense was $36.9 million for 2020, which represents a decrease as compared with $43.2 million for 2019. The decrease is primarily due to capitalizing interest on investments made in development projects ($6.7 million). We expect interest expense to decrease in the near term due to reduced borrowings on our Revolving Credit Facility.

Interest and other income (expense) was $(0.5) million for 2020, which represents a decrease as compared with $0.2 million for 2019. The current-period amount primarily relates to negative market value adjustments to investments in Real Estate Funds (see Note 2, Summary of Significant Accounting Policies, of the accompanying financial statements). Interest and other income is expected to vary primarily based on future valuation adjustments to our investments in Real Estate Funds.

Income tax benefit was $2.8 million for 2020, as a result of the acquisition expenses incurred by our TRS Entities in connection with the Normandy Acquisition. We expect income tax benefit to decrease in the near term.

Income from unconsolidated joint ventures was $8.6 million for 2020, which represents an increase as compared with $8.0 million for 2019. The increase results from additional income earned from the recently acquired general partnership interests and limited partnership interests in three real estate funds (the "Real Estate Services Joint Ventures") ($2.2 million), which is offset by current-period losses from Terminal Warehouse, which is under development ($1.5 million). We expect income from the unconsolidated joint ventures to increase in the near-term as a result of the October 2020 contribution of 221 Main Street to an unconsolidated joint venture.

We recognized gains on sales of real estate assets of $188.6 million for 2020, as a result of the sale of Cranberry Woods Drive ($13.3 million) and the contribution of 221 Main Street to an unconsolidated joint venture ($175.3 million), and we recognized gains of sale of real estate assets of $42.0 million for 2019, as a result of selling One & Three Glenlake Parkway in April 2019. See Note 3, Transactions, of the accompanying consolidated financial statements for additional details. We expect future gains on sales of real estate assets to vary with disposition activity.

Net income attributable to stockholders of Columbia Property Trust was $115.7 million, or $1.01 per basic and diluted share, for 2020, which represents an increase as compared with $9.2 million, or $0.08 per basic and diluted share, for 2019. The increase is primarily due to the impact of additional year-over-year gain on sales of real estate ($146.6 million) and a prior-year impairment loss on real estate assets ($43.9 million), which are partially offset by a current-year impairment loss on goodwill ($63.8 million), current-year vesting of the Preferred OP Units ($11.8 million), and a year-over-year increase in acquisition and restructuring costs related to the Normandy Acquisition, net of the related tax benefits ($9.8 million). See "Supplemental Performance Measures" below for our same-store results compared with the prior year. We expect future earnings to vary, primarily as a result of leasing activity at our existing properties and future investing activity.

Comparison of the Year Ended December 31, 2019 Versus the Year Ended December 31, 2018

For a comparison of our operations between 2018 and 2019, see our 2019 Annual Report on Form 10-K (the "Results of Operations" section of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations), as filed with the SEC on February 13, 2020.

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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 December 31, 2020, we aggregated our properties into the following geographic segments: New York, San Francisco, Washington, D.C., Boston, and all other office markets. The all other office markets reportable segment includes properties that are situated similarly within their geographic markets, typically in sub-markets not located within central business districts, and in which Columbia Property Trust does not have a substantial presence and/or does not plan to make further investments. See Note 16, Segment Information, of the accompanying consolidated financial statements.

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


	For the Years Ended December 31,
	2020		2019
New York(1)	$	107,956	$	93,112
San Francisco(2)	95,564		83,305
Washington, D.C.(3)	33,725		33,953
Boston	9,343		7,539
All other office markets	1,379		40,029
Total office segments	247,967		257,938
Corporate	(1,774)		(904)
Total	$	246,193	$	257,034

(1)Includes NOI for three unconsolidated properties, based on our ownership interests: 49.5% for 114 Fifth Avenue, 49.7% for 799 Broadway, and 8.65% for Terminal Warehouse from March 13, 2020 through December 31, 2020.

(2)Includes NOI for three unconsolidated properties, based on our ownership interests: 55.0% for 333 Market Street and University Circle, and 100% of 221 Main Street from January 1, 2019 through October 7, 2020, and 55.0% of 221 Main Street from October 8, 2020 through December 31, 2020.

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

Comparison of the Year Ended December 31, 2020 Versus the Year Ended December 31, 2019

New York

NOI increased in the New York market as a result of lease termination fees earned at 149 Madison Avenue and 315 Park Avenue South and leasing activity (commenced occupancy increased throughout the year to 98.0% at December 31, 2020), partially offset by the write-down of tenant and straight-line rent receivables.

San Francisco

NOI increased as a result of the December 2019 acquisition of 201 California Street.

Boston

NOI increased due to leasing at 116 Huntington Avenue, where commenced occupancy has increased throughout 2019 and 2020 to 96.4% at December 31, 2020.

All other office markets

NOI decreased as a result of the 2019 sales of Lindbergh Center and One & Three Glenlake in suburban Atlanta, the January 2020 sale of Cranberry Woods Drive in suburban Pittsburgh, and the March 2020 sale of Pasadena Corporate Park in suburban Los Angeles.

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Supplemental Performance Measures

In addition to net income, we measure our performance using certain non-GAAP metrics, including: (i) Funds from Operations ("FFO"), (ii) Net Operating Income ("NOI"), and (iii) Same Store Net Operating Income ("Same Store NOI"). These supplemental performance measures are commonly used by REIT industry analysts and investors, and are viewed by management to be useful indicators of operating performance principally because they exclude the effects of certain income and expenses that do not reflect the cash-generating capability of 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 attributable to common stockholders is the most comparable GAAP measure to FFO, NOI, and Same Store NOI. Each of these supplemental performance measures excludes expenses that materially impact our overall results of operations and, therefore, should not be considered as a substitute for net income, 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, 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, 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 may not be comparable to those presentations. We calculate FFO based on amounts attributable to our common stockholders, which includes earnings from investments owned directly; and our proportional share of earnings from investments owned through consolidated and unconsolidated subsidiaries.

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 excludes the effects of depreciation and amortization of real estate assets. GAAP depreciation and amortization reflect a systematic reduction in the carrying value of real estate assets and, therefore, are not indicative of the actual increase or decrease in the realizable value of real estate 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 does not represent amounts available for management's discretionary use because of needed capital replacement or expansion, 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) as an indicator of financial performance.

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Net income attributable to common stockholders of Columbia Property Trust reconciles to FFO as follows (in thousands):


	Years Ended December 31,
	2020		2019		2018
Reconciliation of Net Income to Funds From Operations:
Net income attributable to common stockholders	$	115,710	$	9,197	$	9,491
Adjustments:
Depreciation of real estate assets	68,454		78,292		81,795
Amortization of lease-related costs	30,578		27,908		32,554
Depreciation and amortization attributable to our interest in unconsolidated joint ventures(1)	54,371		50,617		51,377

Impairment loss on real estate assets	—		43,941		30,812
Gain on sale of unconsolidated joint venture interests	—		—		(762)
Gains on sales of real estate assets	(188,633)		(42,030)		—
NAREIT FFO available to common stockholders	$	80,480	$	167,925	$	205,267

(1)Depreciation and amortization related to properties in unconsolidated joint ventures is recorded as equity in earnings from unconsolidated joint ventures.

The following significant non-cash revenues and expenses are included in our FFO:

•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 $12.8 million, $12.4 million, and $25.9 million in 2020, 2019, and 2018, respectively. Income (loss) from unconsolidated joint ventures includes additional net straight-line rental income of $2.9 million, $1.3 million, and $(0.7) million in 2020, 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 owned properties of $6.6 million, $4.4 million, and $3.2 million in 2020, 2019, and 2018, respectively. Income (loss) from unconsolidated joint ventures includes additional net operating income for amortization of intangible lease assets and liabilities of $11.3 million, $9.8 million, and $11.5 million in 2020, 2019, and 2018, respectively.

•Gain (loss) on extinguishment of debt: We recognized gains or losses on the repayment of debt before maturity of $23.3 million in 2018.

•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 net interest expense of $2.6 million, $2.6 million, and $3.1 million for 2020, 2019, and 2018, respectively. Income (loss) from unconsolidated joint ventures includes additional net interest expense of $(1.6) million in 2020, 2019, and 2018.

•Impairment of goodwill: To write off goodwill arising from the Normandy Acquisition, we recorded an impairment loss of $63.8 million in 2020.

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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 that 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 effects of changes in the composition of our portfolio. On an individual property basis, Same Store NOI is computed in a consistent manner as NOI (as described in the previous section). For the periods presented, we have defined our same store portfolio as those properties that have been continuously owned and operating since January 1, 2019. NOI and Same Store NOI are calculated as follows for the years ended December 31, 2020 and 2019 (in thousands):


	Years Ended December 31,
	2020		2019
Same-Store NOI – Wholly Owned Properties:
Revenues:
Lease revenues	$	206,754	$	197,790
Other property income	7		4,589
Total revenues	206,761		202,379
Operating expenses	(70,821)		(74,411)
Same Store NOI – wholly owned properties(1)	135,940		127,968
Same Store NOI – joint-venture owned properties(2)	78,678		80,156
Total Same Store NOI	214,618		208,124
NOI from acquisitions(3) and development(4)	22,697		526
NOI from dispositions(5)	8,878		48,384
NOI	$	246,193	$	257,034

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

(2)Reflects NOI earned from properties owned through unconsolidated joint ventures based on our ownership interest as of December 31, 2020, 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 property acquired since January 1, 2019, for all periods presented: 201 California Street acquired on December 9, 2019.

(4)Reflects activity for the following development projects (for projects owned through joint ventures, NOI is included based on our ownership interest, as indicated): 149 Madison Avenue, 49.7% of 799 Broadway Joint Venture acquired on October 3, 2018, 92.5% of 101 Franklin Street acquired on December 2, 2019, and 8.65% of Terminal Warehouse acquired March 13, 2020.

(5)Reflects activity for the following properties sold since January 1, 2019, for all periods presented: 45% of 221 Main Street sold on October 8, 2020, Pasadena Corporate Park sold on March 31, 2020, Cranberry Woods Drive sold on January 16, 2020, Lindbergh Center sold on September 26, 2019, and One & Three Glenlake sold on April 15, 2019.

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A reconciliation of Net Income to NOI and Same Store NOI is presented below (in thousands):


	Years Ended December 31,
	2020		2019
Net income attributable to stockholders of Columbia Property Trust	$	115,710	$	9,197
Management fee revenues	(38,446)		(7,544)
Depreciation	68,454		78,292
Amortization	30,578		27,908
Impairment loss on real estate assets	—		43,941
Impairment loss on goodwill	63,806		—
General and administrative	44,011		32,779
Management fee expense	31,483		3,567
Acquisition and restructuring fees	19,004		6,398
Net interest expense	36,740		42,997
Market value adjustments to investment in Real Estate Funds	700		—


Income tax expense	(2,805)		21
Adjustments included in loss from unconsolidated joint venture	62,893		61,634

Gains on sales of real estate assets	(188,633)		(42,030)
Adjustment attributable to noncontrolling interests	2,698		(126)
Net operating income	246,193		257,034
Same Store NOI – joint venture owned properties(1)	(78,678)		(80,156)
NOI from acquisitions(2) and development(3)	(22,697)		(526)
NOI from dispositions(4)	(8,878)		(48,384)
Same Store NOI – wholly owned properties(5)	$	135,940	$	127,968

(1)For all periods presented, reflects our ownership interest in NOI for properties owned through unconsolidated joint ventures as of December 31, 2020, for the entirety of the periods presented. The NOI for properties held through unconsolidated joint ventures is included in income 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.

(2)Reflects activity for the following property acquired since January 1, 2019, for all periods presented: 201 California Street acquired on December 9, 2019.

(3)Reflects activity for the following development projects (for projects owned through joint ventures, NOI is included based on our ownership interest, as indicated): 149 Madison Avenue, 49.7% of 799 Broadway Joint Venture acquired on October 3, 2018, 92.5% of 101 Franklin Street acquired on December 2, 2019, and 8.65% of Terminal Warehouse acquired March 13, 2020.

(4)Reflects activity for the following properties sold since January 1, 2019, for all periods presented: 45% of 221 Main Street sold on October 8, 2020, Pasadena Corporate Park sold on March 31, 2020, Cranberry Woods Drive sold on January 16, 2020, Lindbergh Center sold on September 26, 2019, and One & Three Glenlake sold on April 15, 2019.

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

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Portfolio Information

As of December 31, 2020, we owned 15 operating properties and four properties under development or redevelopment, of which 10 were wholly owned and nine were owned through joint ventures. These properties are located in New York, San Francisco, Washington, D.C., and Boston, contain a total of 6.2 million rentable square feet, and were approximately 95.6% leased as of December 31, 2020.

As of December 31, 2020, our geographic reportable segments were as follows. For more information about our reportable segments, see Note 16, Segment Information, of the accompanying consolidated financial statements.


Location	Leased Square Feet (in thousands)	2020 Annualized Lease Revenue (in thousands)		Percentage of 2020 Annualized Lease Revenue
New York	2,023	$	151,135	45	%
San Francisco	1,439	111,606		33	%
Washington, D.C.	846	60,706		18	%
Boston	263	16,061		4	%
	4,571	$	339,508	100	%

As of December 31, 2020, our five highest tenant industry concentrations, based on 2020 Annualized Lease Revenue, were as follows:


Industry	Leased Square Feet (in thousands)	2020 Annualized Lease Revenue (in thousands)		Percentage of 2020 Annualized Lease Revenue
Business Services	1,238	$	102,699	30	%
Depository Institutions	917	42,504		13	%
Engineering & Management Services	377	27,248		8	%
Legal Services	271	25,617		8	%
Nondepository Institutions	185	16,151		5	%
	2,988	$	214,219	64	%

As of December 31, 2020, our five highest tenant concentrations, based on 2020 Annualized Lease Revenue, were as follows:


	2020 Annualized Lease Revenue (in thousands)		Percentage of 2020 Annualized Lease Revenue
Twitter	$	20,671	6	%
Pershing	18,797		6	%
Yahoo!/Verizon	16,283		5	%
Wells Fargo	15,779		5	%
Snap	12,655		4	%
	$	84,185	26	%

For more information on our portfolio, see Item 2, Properties.

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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. To the extent that we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income, we would be subject to federal and state corporate income tax on 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.

Columbia Property Trust TRS, LLC; Columbia KCP TRS, LLC; Columbia Development TRS 13, LLC; and Columbia Development TRS 87, LLC (collectively, the "TRS Entities") are subsidiaries of the Company and are organized as Delaware limited liability companies. The TRS Entities, among other things, provide services related to asset and property management, construction and development, and other tenant services that Columbia Property Trust, 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 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.

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.

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

Our accounting policies have been established to conform with GAAP. The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.

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Investment in Real Estate Assets

We are required to make subjective assessments as to the useful lives of our depreciable assets. To determine the appropriate useful life of an asset, we consider the period of future benefit of the asset. These assessments have a direct impact on net income. The estimated useful lives of our assets by class are as follows:


Buildings						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 of Real Estate Assets

We continually monitor events and changes in circumstances that could indicate that the carrying amounts of the 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 amounts of real estate assets and related intangible assets (liabilities) may not be recoverable, we assess the recoverability of these assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future operating 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, we adjust the carrying value of the real estate assets and related intangible assets to the estimated fair values, pursuant to the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and recognize an impairment loss. Estimated fair values are calculated based on the following hierarchy of information, depending upon availability: (Level 1) recently quoted market prices; (Level 2) market prices for comparable properties; or (Level 3) the present value of future cash flows, including estimated residual value. Certain of our assets may be carried at an amount that exceeds that which could be realized in a current disposition transaction. We have determined that the carrying values of our real estate assets and related intangible assets are recoverable as of December 31, 2020.

Projections of expected future operating cash flows require that we 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.

In the fourth quarter of 2019, we recorded an impairment loss of $20.6 million on Pasadena Corporate Park. Upon deciding to exit the Los Angeles market, we began to market for sale our only asset therein, Pasadena Corporate Park, in the fourth quarter of 2019. In January 2020, we entered into a contract to sell Pasadena Corporate Park, and closed on the sale on March 31, 2020. As a result, as of December 31, 2019, we reduced the carrying value of Pasadena Corporate Park to reflect its estimated fair value of $74.5 million, determined based on estimated net sale proceeds (Level 1), by recording an impairment loss of $20.6 million.

In the third quarter of 2019, we recognized an impairment loss of $23.4 million as a result of changing the holding period expectations for Lindbergh Center in Atlanta, Georgia. We entered a contract to sell Lindbergh Center in the third quarter of 2019, and closed the sale on September 26, 2019. As a result, we reduced the carrying value of Lindbergh Center to reflect its estimated fair value, based on the estimated net sale proceeds of $181.0 million (Level 1), by recording an impairment loss of $23.4 million in the third quarter of 2019.

Allocation of Purchase Price of Acquired Assets

Upon the acquisition of real properties, we allocate the purchase price of properties to tangible assets, consisting of land and building, site improvements, and identified intangible assets and liabilities, including the value of in-place leases, based in each case on our estimate of their fair values.

The fair values of the tangible assets of an acquired property (which includes land and building) are determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to land and building based on

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our determination of the relative fair value of these assets. We determine the as-if-vacant fair value of a property using methods similar to those used by independent appraisers. Factors we consider in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases, including leasing commissions and other related costs. In estimating carrying costs, we include real estate taxes, insurance, and other operating expenses during the expected lease-up periods, based on current market demand.

Intangible Assets and Liabilities Arising From In-Place Leases Where We Are the Lessor

As further described below, in-place leases where we are the lessor may have values related to direct costs associated with obtaining a new tenant that are avoided for in-place leases, opportunity costs associated with lost rentals that are avoided by acquiring an in-place lease, tenant relationships, and effective contractual rental rates that are above or below market:

•Direct costs associated with obtaining a new tenant that are avoided for in-place leases, including commissions, tenant improvement allowances, and other direct costs, are estimated based on management's consideration of current market costs to execute a similar lease. Such direct costs are included in intangible lease origination costs in the accompanying consolidated balance sheets and are amortized to expense over the remaining terms of the respective leases.

•The value of opportunity costs associated with lost rentals avoided by acquiring an in-place lease is calculated based on the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. Such opportunity costs are included in intangible lease assets in the accompanying consolidated balance sheets and are amortized to expense over the remaining terms of the respective leases.

•The value of effective rental rates of in-place leases that are above or below the market rates of comparable leases is calculated based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be received pursuant to the in-place leases and (ii) management's estimate of fair market lease rates for the corresponding in-place leases. This calculation includes significantly below-market renewal options for which exercise of the renewal option appears to be reasonably assured. These intangible assets or liabilities are measured over the actual or assumed (in the case of renewal options) remaining lease terms. The capitalized above-market and below-market lease values are recorded as intangible lease assets or liabilities and amortized as an adjustment to rental income over the remaining terms of the respective leases.

Evaluating the Recoverability of Intangible Assets and Liabilities

The values of intangible lease assets and liabilities are determined based on assumptions made at the time of acquisition and have defined useful lives that correspond with the lease terms. There may be instances in which intangible lease assets and liabilities become impaired, and we are required to write off the remaining asset or liability immediately or over a shorter period of time. Lease restructurings, including lease terminations and lease extensions, may impact the value and useful life of in-place leases. In-place leases that are terminated, partially terminated, or modified will be evaluated for impairment if the original in-place lease terms have been modified. In the event that the discounted cash flows of the original in-place lease stream do not exceed the discounted modified in-place lease stream, we adjust the carrying value of the intangible lease assets to the discounted cash flows and recognize an impairment loss. For in-place lease extensions that are executed more than one year prior to the original in-place lease expiration date, the useful life of the in-place lease will be extended over the new lease term with the exception of those in-place lease components, such as lease commissions and tenant allowances, that have been renegotiated for the extended term. Renegotiated in-place lease components, such as lease commissions and tenant allowances, will be amortized over the shorter of the useful life of the asset or the new lease term.

Intangible Assets and Liabilities Arising From In-Place Leases Where We Are the Lessee

In-place ground leases where we are the lessee may have positive or negative value associated with effective contractual rental rates that are above or below market at the time of acquisition or assumption. Such values are calculated based on the present value (using a discount rate that reflects the risks associated with the leases

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acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place lease and (ii) management's estimate of fair market lease rates for the corresponding in-place lease at the time of execution or assumption. This calculation includes significantly below market renewal options for which exercise of the renewal option appears to be reasonably assured. These intangible assets and liabilities are measured over the actual or assumed (in the case of renewal options) remaining lease terms. The capitalized 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 costs over the remaining term of the respective ground leases.

Goodwill

Goodwill represents purchase price not specifically assigned to assets acquired and liabilities assumed in a business combination. We assess the recoverability of goodwill on an annual basis, and on an interim basis if an event occurs or circumstances change that would indicate that the carrying value of goodwill may be impaired. When indicators of potential impairment exist, we evaluate whether the carrying value of the reporting unit to which the goodwill relates exceeds the reporting unit's estimated fair value. If the reporting unit's carrying value, including the goodwill, exceeds its estimated fair value, then goodwill would be reduced, and an impairment loss would be recognized, for the amount of this excess (not to exceed total goodwill). Our reporting units are determined based on the key geographic markets in which our properties are located.

On January 24, 2020, we recorded goodwill of $63.8 million in connection with the acquisition of Normandy, a New York-based, fully integrated real estate operator and fund management platform (see Note 3, Transactions, for additional details). While our market capitalization has been negatively affected by market disruptions and the deterioration in macroeconomic conditions caused by the COVID-19 pandemic throughout the year, our cash flows have remained strong throughout 2020, and we have maintained high rates of occupancy and collections since the onset of the pandemic. Therefore, at the end of the first, second, and third quarters of 2020, we concluded that goodwill was not impaired.

Throughout 2020, we worked to integrate and align Normandy's operations with our own. In the fourth quarter of 2020, the integration was substantially completed in conjunction with establishing our business plan and budget for the upcoming year. Our 2021 business plan and budget take into account the near-term effects the COVID-19 pandemic may have on demand for office space and on our tenants' businesses. We performed our annual assessment of the recoverability of goodwill in the fourth quarter of 2020, and concluded that the carrying value of our New York reporting unit, including the goodwill related to the Normandy Acquisition, exceeded the corresponding estimated fair value. Accordingly, in the fourth quarter goodwill was written off by recording an impairment loss of $63.8 million.

Revenue Recognition

The majority of our revenues are derived from leases and are reflected as lease revenues on the accompanying consolidated statements of operations. Lease revenues includes base rental income, tenant reimbursements, and lease termination fees. All of the leases on our assets are considered operating leases. Therefore, base rental income is generally recognized on a straight-line basis over the lease term, and tenant reimbursements are generally recognized in the period in which reimbursements for operating costs are billable to the tenant. Rents and tenant reimbursements collected in advance are recorded as deferred income on the accompanying consolidated balance sheets.

In determining when to begin recognizing rental revenues, we consider a number of factors, including the nature of the physical improvements made in connection with the lease. The timing of revenue recognition is impacted by whether the Company or lessee owns the physical improvements made in connection with each lease. When we own the improvements for accounting purposes, revenue recognition generally begins once the improvements are substantially complete and the lessee has taken possession of the improved space. When we do not own the improvements for accounting purposes (the lessee is the owner), revenue recognition generally begins once the lessee takes possession of the unimproved space; in these instances, the tenant allowance is accounted for as a lease incentive, which reduces rental revenues over the lease term. When evaluating which party (lessee or lessor) owns the improvements for accounting purposes, we consider a number of factors, including, among other things:

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whether the lease stipulates what the tenant allowance may be used for; whether the lessee or lessor retains legal title to the improvements; the expected economic life of the improvements relative to the lease term; and who directs the construction of the improvements. The determination of which party owns the improvements for accounting purposes is subject to significant judgment and is not based on any one factor.

Commitments and Contingencies

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

•guarantees related to the debt of our unconsolidated joint ventures;

•commitments to contribute capital to the Real Estate Funds;

•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 our consolidated financial statements and notes thereto included in this report on Form 10-K and noted the following items in addition to those disclosed elsewhere in this report:

•On February 12, 2021, our board of directors declared dividends for the first quarter of 2021 of $0.21 per share, payable on March 16, 2021, to stockholders of record on March 1, 2021.

•On January 8, 2021, we paid an aggregate amount of $24.2 million in dividends for the fourth quarter of 2020 to stockholders of record on December 1, 2020.

ITEM 7A. 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. 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, which bears 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. As of December 31, 2020 and 2019, the estimated fair value of our consolidated line of credit and notes payable and bonds was $1.3 billion and $1.5 billion, respectively.

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Our financial instruments, including bonds payable, consist of both fixed- and variable-rate debt. As of December 31, 2020, our debt consisted of the following, which includes our ownership share of debt at unconsolidated joint ventures, in thousands:


	2021			2022			2023			2024			2025			Thereafter			Total
Maturing Debt:
Effectively variable-rate debt	$	125,476		$	—		$	110,000		$	—		$	—		$	—		$	235,476
Effectively fixed-rate debt	$	—		$	150,000		$	165,750		$	300,000		$	350,000		$	350,000		$	1,315,750

Average Interest Rate:
Effectively variable-rate debt	5.44		%	—		%	1.01		%	—		%	—		%	—		%	3.37		%
Effectively fixed-rate debt	—		%	3.07		%	5.07		%	2.55		%	4.15		%	3.65		%	3.64		%

Our financial instruments consist of both fixed-rate and variable-rate debt. Our consolidated, 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 bears interest at effectively variable rates, as the variable rates on the $300 Million Term Loan and the $150 Million Term Loan have been effectively fixed through the interest rate swap agreements described herein.

As of December 31, 2020, our consolidated debt consisted of $110.0 million outstanding borrowings under the Revolving Credit Facility, $300.0 million outstanding on the $300 Million Term Loan, $150.0 million outstanding on the $150 Million Term Loan, $349.3 million in 2026 Bonds Payable outstanding, and $349.8 million in 2025 Bonds Payable outstanding. The amounts outstanding on our Revolving Credit Facility in the future will largely depend upon future acquisition and disposition activities. The weighted-average interest rate on all of our consolidated debt instruments was 3.23% as of December 31, 2020.

Approximately $1,149.1 million of our consolidated debt outstanding as of December 31, 2020 is subject to fixed rates, either directly or when coupled with an interest rate swap agreement. As of December 31, 2020, these balances incurred interest expense at an average interest rate of 3.44% and have expirations ranging from 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.

Approximately $110.0 million of our consolidated debt outstanding as of December 31, 2020, is subject to variable rates. As of December 31, 2020, this balance incurred interest expense at an interest rate of 1.01% and expires in 2023. An increase or decrease of 100 basis points would have a $1.1 million annual impact on our interest payments. The amounts outstanding on our variable-rate debt facilities in the future will largely depend upon future acquisition and disposition activity and other financing activities.

Our unconsolidated borrowings consist of a fixed-rate mortgage note, a variable-rate construction note, and a variable-rate acquisition note. Our Market Square Joint Venture holds a $325 million mortgage note, which bears interest at a fixed rate of 5.07%; our 799 Broadway Joint Venture holds a $140.4 million construction note, which bears interest at a floating rate of 5.25%; and the Terminal Warehouse Joint Venture holds a $643.8 million note, which bears interest at a floating rate of 5.68% as of December 31, 2020. Adjusting for our ownership share of the debt at these unconsolidated joint ventures, our weighted-average interest rate of all of our debt instruments is 3.60%.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data filed as part of this report are set forth beginning on page F-1 of this report.

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ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no disagreements with our independent registered public accountants during 2020, 2019, or 2018.

ITEM 9A.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 Columbia Property Trust's disclosure controls and procedures pursuant to Rule 13a-15(e) under the Exchange Act 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 Columbia Property Trust's 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 Exchange Act 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.

Report of Management on Internal Control Over Financial Reporting

Management of Columbia Property Trust is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, the Principal Executive Officer and Principal Financial Officer and effected by our management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

•pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of our assets;

•provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and/or members of the board of directors; and

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of human error and the circumvention or overriding of controls, material misstatements may not be prevented or detected on a timely basis. In addition, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes and conditions or that the degree of compliance with policies or procedures may deteriorate. Accordingly, even internal controls determined to be effective can provide only reasonable assurance that the information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized, and represented within the time periods required.

Management of Columbia Property Trust has assessed the effectiveness of Columbia Property Trust's internal control over financial reporting at December 31, 2020. To make this assessment, we used the criteria for effective internal control over financial reporting described in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management believes that Columbia Property Trust's system of internal control over financial reporting met those criteria, and therefore our management has concluded that we maintained effective internal control over financial reporting as of December 31, 2020.

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The report of Columbia Property Trust's independent registered public accounting firm on internal control over financial reporting for Columbia Property Trust is included in Part IV, Item 15, of this annual report on Form 10-K and is incorporated herein by reference.

Changes in Internal Control Over Financial Reporting

There have been no changes in Columbia Property Trust’s internal control over financial reporting during the quarter ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Columbia Property Trust, Inc.:

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Columbia Property Trust, Inc. and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated February 18, 2021, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

February 18, 2021

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ITEM 9B. OTHER INFORMATION

During the fourth quarter of 2020, 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.

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PART III

We will file a definitive Proxy Statement for our 2021 Annual Meeting of Stockholders (the "2021 Proxy Statement") with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K. Only those sections of the 2021 Proxy Statement that specifically address the items required to be set forth herein are incorporated by reference.

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

We have adopted a Code of Ethics that applies to all of our executive officers and directors, including but not limited to, our principal executive officer and principal financial officer. Our Code of Ethics may be found at www.columbia.reit. Any amendments to, or waivers of, the Code of Ethics for our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions will be disclosed on our website promptly following the date of such amendment or waiver.

The other information required by this Item is incorporated by reference from our 2021 Proxy Statement.

ITEM 11.EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference from our 2021 Proxy Statement.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

See the table below for securities authorized to be issued under our equity compensation plan as of December 31, 2020. The other information required by this Item is incorporated by reference from our 2021 Proxy Statement.


Plan Category	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights		Common Stock Issued Under the LTI Plan	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by security holders	—	$	—	2,775,564	2,024,436
Equity compensation plans not approved by security holders	—	—		—	—
Total	—	$	—	2,775,564	2,024,436

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated by reference from our 2021 Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated by reference from our 2021 Proxy Statement.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1. A list of the financial statements contained herein is set forth on page F-1 hereof.

(a) 2. Schedule III – Real Estate Assets and Accumulated Depreciation

Information with respect to this item begins on page S-1 hereof. Other schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.

(a) 3. The Exhibits filed in response to Item 601 of Regulation S-K are listed on the Exhibit Index attached hereto.

(b) See (a) 3 above.

EXHIBIT INDEX TO

2020 FORM 10-K 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
3.1			Second Amended and Restated Articles of Incorporation as Amended by the First Articles of Amendment (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed with the Commission on March 1, 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 Form 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			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).
3.6			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).
3.7			Fourth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on March 7, 2019).
3.8			Amended and Restated Agreement of Limited Partnership of Columbia Property Trust Operating Partnership, L.P. (incorporated by reference to the Company's Current Report on Form 8-K filed with the Commission on January 27, 2020)
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			First 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 (incorporated by reference to in Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the Commission on March 12, 2015).
4.5			Second 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 4.1 to the Company's Current Report on Form 8-K filed with the Commission on August 12, 2016).
4.7*			Description of Registrant's securities
10.1			Columbia Property Trust, Inc. Amended and Restated 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit A to the Company's Proxy Statement for its 2017 Annual Meeting of Stockholders filed with the Commission on March 17, 2017).

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Ex.			Description
10.2+			Form of Restricted Stock Award Agreement under the Columbia Property Trust, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on January 24, 2014).
10.3+			Columbia Property Trust Executive Severance and Change of Control Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on F or m 8-K filed with the Commission on December 19, 2016).
10.4+			Form of 2018 Restricted Stock Award (Time-Based) under the Columbia Property Trust Inc. Amended and Restated 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on F or m 10-K filed with the Commission on February 15, 2018).
10.5+			Form of 2018 Restricted Stock Award (Performance-Based) under the Columbia Property Trust Inc. Amended and Restated 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on F o r m 10-K filed with the Commission on February 15, 2018).
10.6*			Form of 2018 Restricted Stock Award (Time-Based) under the Columbia Property Trust Inc. Amended and Restated 2013 Long-Term Incentive Plan.
10.7*			Form of 2018 Restricted Stock Award (Performance-Based) under the Columbia Property Trust Inc. Amended and Restated 2013 Long-Term Incentive Plan.
10.8			Investor Services Agreement between the Company and Wells Real Estate Funds, Inc. dated February 28, 2013, and effective as of March 1, 2013 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed with the Commission on May 8, 2013).
10.9			Consulting Services Agreement between the Company and Wells Real Estate Funds, Inc. dated February 28, 2013, and effective as of March 1, 2013 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed with the Commission on May 8, 2013).
10.10			Assignment and Assumption Agreement between Wells Real Estate Funds, Inc. to Wells Operating Partnership II, L.P., dated as of February 28, 2013 (related to Wells Real Estate Advisory Services II, LLC) (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed with the Commission on May 8, 2013).
10.11			Assignment and Assumption Agreement between Wells Real Estate Funds, Inc. to Wells Operating Partnership II, L.P. dated as of February 28, 2013 (related to Wells Real Estate Services, LLC) (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed with the Commission on May 8, 2013).
10.12			Term Loan Agreement, dated July 30, 2015, by and among Columbia Property Trust Operating Partnership, L.P., as borrower; the financial institutions party thereto, as lenders; Wells Fargo Bank, National Association, as administrative agent; Wells Fargo Securities, LLC, Regions Capital Markets and U.S. Bank National Association, as joint lead arrangers and joint bookrunners; Regions Bank and U.S. National Association, as syndication agents; and PNC Bank, National Association, as documentation agent (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the Commission on October 29, 2015).
10.13			First Amendment to $150 Million Term Loan Agreement, dated as of July 25, 2017, by and among Columbia Property Trust Operating Partnership, L.P., as borrower; the financial institutions party thereto, as lenders; Wells Fargo Bank, National Association, as administrative agent; Wells Fargo Securities, LLC, Regions Capital Markets , and U.S. Bank National Association, as joint lead arrangers and joint bookrunners; Regions Bank and U.S. National Association, as syndication agents; and PNC Bank, National Association, as documentation agent (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the Commission on October 26, 2017).
10.14			Term Loan Agreement dated as of November 27, 2017, by and among Columbia Property Trust Operating Partnership, L.P., as borrower; JPMorgan Chase Bank, N.A., as joint lead arranger and sole bookrunner; PNC Capital Markets LLC, Regions Capital Markets, SunTrust Robinson Humphrey, Inc., U.S. Bank National Association, and Wells Fargo Securities LLC, as joint lead arrangers; JPMorgan Chase Bank, N.A., as administrative agent; PNC Bank, National Association, Regions Bank, SunTrust Bank, U.S. Bank National Association , and Wells Fargo Bank, National Association as documentation agents; and each of the financial institutions a signatory thereto, as lenders (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K filed with the Commission on February 15, 2018).
10.15			Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 7, 2018, by and among Columbia Property Trust Operating Partnership, L.P., as borrower; JPMorgan Chase Bank, N.A., as administrative agent; PNC Bank, National Association as syndication agent for the Revolving Credit Facility; U.S. Bank National Association and Wells Fargo Bank, N.A. as co-documentation agents for the Revolving Credit Facility; BMO Harris Bank, N.A., Regions Bank, and SunTrust Bank, as syndication agents for the Term Loan Facility; JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, U.S. Bank National Association, and Wells Fargo Securities LLC as joint lead arrangers and joint bookrunners for the Revolving Credit Facility; and SunTrust Robinson Humphrey, Inc., Regions Capital Markets, and Bank of Montreal as joint lead arrangers and joint bookrunners for the Term Loan Facility (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K filed with the Commission on February 13, 2019).
10.16			Registration Rights Agreement, dated January 24, 2020, by and among Columbia Property Trust, Inc. and each of the parties listed on the signature pages thereto (incorporated by reference to the Company's Current Report on Form 8-K filed with the Commission on January 27, 2020)
21.1*			Subsidiaries of Columbia Property Trust, Inc.
22.1			Subsidiary Issuer of Guaranteed Securities (incorporated by reference to E xhi bit 22.1 the Quarterl y Report on Form 10-Q filed with the Commission on April 30 , 2020)
23.1*			Consent of Deloitte & Touche LLP
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.

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Ex.			Description
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.
104.1			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101

*			Filed herewith.
+			Identifies each management contract or compensatory plan required to be filed.

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Index to Financial Statements

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (b) of the Securities Exchange Act of 1934, as amended, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		COLUMBIA PROPERTY TRUST, INC. (Registrant)

Dated:	February 18, 2021	By:	/s/ James A. Fleming
			JAMES A. FLEMING Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Dated:	February 18, 2021		/s/ Wendy W. Gill
			WENDY W. GILL Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

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Index to Financial Statements

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of each registrant and in the capacities and on the dates indicated.

Signature

Capacity

Date

/s/ Carmen M. Bowser

Independent Director

February 18, 2021

Carmen M. Bowser

/s/ John L. Dixon

Independent Director

February 18, 2021

John L. Dixon

/s/ David B. Henry

Independent Director

February 18, 2021

David B. Henry

/s/ Murray J. McCabe

Independent Director

February 18, 2021

Murray J. McCabe

/s/ E. Nelson Mills

President, Chief Executive Officer and Director
(Principal Executive Officer)

February 18, 2021

E. Nelson Mills

/s/ Constance B. Moore

Independent Director

February 18, 2021

Constance B. Moore

/s/ Michael S. Robb

Independent Director

February 18, 2021

Michael S. Robb

/s/ Thomas G. Wattles

Independent Director

February 18, 2021

Thomas G. Wattles

/s/ Francis X. Wentworth, Jr.

Independent Director

February 18, 2021

Francis X. Wentworth, Jr.

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Index to Financial Statements

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


						Page

Report of Independent Registered Public Accounting Firm						F-2

Consolidated Balance Sheets as of December 31, 2020 and 2019						F-4

Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019, and 2018						F-5

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019, and 2018						F-6

Consolidated Statements of Equity for the Years Ended December 31, 2020, 2019, and 2018						F-7

Consolidated Statements of Cash Flows for the Years Ended December 31, 20 20 , 20 19 , and 2018						F-8

Notes to Consolidated Financial Statements						F-9

Schedule III Real Estate and Accumulated Depreciation						S-1

F-1

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Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Columbia Property Trust, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Columbia Property Trust, Inc. and subsidiaries (the "Company") as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Lease Revenues – Refer to Note 2 (Revenue Recognition) to the financial statements

Critical Audit Matter Description

Lease revenues includes base rental income, tenant reimbursements, and lease termination fees. Base rental income is generally recognized on a straight-line basis over the lease term. The timing of revenue recognition is impacted by whether the Company or the lessee owns the physical improvements made in connection with each lease. In determining whether the Company or the lessee is the owner of such improvements, the Company considers several factors based on each lease arrangement, including whether the lease stipulates what the tenant allowance may be

F-2

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Index to Financial Statements

used for; whether the lessee or lessor retains legal title to the improvements; the expected economic life of the improvements relative to the lease term; and which party directs the construction of the improvements.

The determination of whether the Company or the lessee owns the improvements for accounting purposes is subject to significant judgment and is not based on any one factor. Auditing management’s determination of these matters often is complex and requires subjective judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s determination of the owner of the tenant improvements, and the related impact on the timing and amount of revenue recognition, included the following, among others:

•We tested the effectiveness of controls over revenue recognition, including those controls over the evaluation of the ownership of tenant improvements, and the timing and amounts of rental revenues to be recognized over the term of the related lease.

•We selected a sample of lease agreements and performed the following to evaluate the appropriateness of the determination of the ownership of the tenant improvements and the related impact on the timing and amount of revenue recognition:

◦Evaluated the reasonableness and consistency of the factors considered by management to determine the owner of the tenant improvements and compared such factors to the terms in the lease agreement or other supporting documents.

◦Tested tenant improvement costs, including the amounts funded by the Company or the tenant, by reconciling the amounts recorded by the Company to invoices or other supporting documents and evaluated whether the costs were consistent with the terms of the lease agreement and the Company’s ownership determination.

◦Tested the timing of and amounts recognized as base rental income by independently calculating such rental income amounts to be recognized and comparing it to the amounts recorded by the Company.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

February 18, 2021

We have served as the Company's auditor since 2008.

F-3

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Index to Financial Statements

COLUMBIA PROPERTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

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


	December 31,
	2020		2019
Assets:
Real Estate Assets, at Cost:
Land	$	809,843	$	870,352
Buildings and improvements, less accumulated depreciation of $303,764 and $281,248, as of December 31, 2020 and 2019, respectively	1,537,683		1,719,207
Intangible lease assets, less accumulated amortization of $57,947 and $58,659, as of December 31, 2020 and 2019, respectively	46,075		61,025
Construction in progress	83,943		53,621
Real estate assets held for sale, less accumulated depreciation and amortization of $80,543 as of December 31, 2019	—		214,956
Total real estate assets	2,477,544		2,919,161
Operating lease assets	39,165		29,470
Investments in unconsolidated joint ventures	1,295,800		1,054,460
Cash and cash equivalents	61,882		12,303
Tenant receivables	2,540		2,464
Straight-line rent receivables	74,051		77,330
Prepaid expenses and other assets	42,285		21,484
Intangible lease origination costs, less accumulated amortization of $35,161 and $33,731, as of December 31, 2020 and 2019, respectively	21,451		27,971
Deferred lease costs, less accumulated amortization of $18,669 and $16,732, as of December 31, 2020 and 2019, respectively	71,800		76,385
Other assets held for sale, less accumulated amortization of $10,222, as of December 31, 2019	—		23,917
Total assets	$	4,086,518	$	4,244,945
Liabilities:
Line of credit and notes payable, net of deferred financing costs of $1,470 and $2,084, as of December 31, 2020 and 2019, respectively	$	558,530	$	781,916
Bonds payable, net of discounts of $943 and $1,124 and deferred financing costs of $2,954 and $3,552, as of December 31, 2020 and 2019, respectively	696,103		695,324
Operating lease liabilities	2,185		2,186
Accounts payable, accrued expenses, and accrued capital expenditures	91,493		70,845
Dividends payable	24,038		24,209
Deferred income	16,155		16,955
Intangible lease liabilities, less accumulated amortization of $8,867 and $15,127, as of December 31, 2020 and 2019, respectively	14,420		21,839
Liabilities held for sale	—		3,054
Total liabilities	1,402,924		1,616,328
Commitments and Contingencies (Note 7)	—		—
Equity:
Common stock, $0.01 par value, 225,000,000 shares authorized, 114,453,379 and 115,280,597 shares issued and outstanding, as of December 31, 2020 and 2019, respectively	1,145		1,153
Additional paid-in capital	4,376,116		4,392,322
Cumulative distributions in excess of earnings	(1,749,811)		(1,769,234)
Accumulated other comprehensive loss	(18,201)		(1,101)
Total stockholders' equity attributable to Columbia Property Trust	2,609,249		2,623,140
Noncontrolling interest in Columbia Operating Partnership	69,414		—
Noncontrolling interest in consolidated joint venture	4,931		5,477
Total equity	2,683,594		2,628,617
Total liabilities and equity	$	4,086,518	$	4,244,945

See accompanying notes.

F-4

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Index to Financial Statements

COLUMBIA PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per-share amounts)


	Years Ended December 31,
	2020		2019		2018
Revenues:
Lease revenues	$	262,113	$	276,149	$	283,252
Management fee revenues	38,446		7,544		7,384
Other property income	7		5,144		7,307
	300,566		288,837		297,943
Expenses:
Property operating costs	87,479		93,904		89,667
Depreciation	68,454		78,292		81,795
Amortization	30,578		27,908		32,554
Impairment loss on real estate assets	—		43,941		30,812
Impairment loss on goodwill	63,806		—		—
General and administrative	44,011		32,779		32,979
Management fee expense	31,483		3,567		3,108
Acquisition and restructuring costs (Note 3)	19,004		6,398		—
	344,815		286,789		270,915
Other Income (Expense):
Interest expense	(36,923)		(43,170)		(56,499)
Gain on extinguishment of debt	—		—		23,340
Interest and other income (expense)	(516)		173		6,894
Income tax benefit (expense)	2,805		(21)		(37)
Income from unconsolidated joint ventures	8,646		8,004		8,003
Gain on sale of unconsolidated joint venture interests	—		—		762
Gains on sales of real estate assets	188,633		42,030		—
	162,645		7,016		(17,537)
Net income	118,396		9,064		9,491
Less: net income attributable to non-controlling interest in Columbia Operating Partnership	(3,226)		—		—
Less: net loss attributable to non-controlling interest in consolidated joint venture	540		133		—
Net income attributable to common stockholders	$	115,710	$	9,197	$	9,491
Per-Share Information – Basic:
Net income attributable to common stockholders	$	1.01	$	0.08	$	0.08
Weighted-average common shares outstanding	114,055		116,261		117,888
Per-Share Information – Diluted:
Net income attributable to common stockholders	$	1.01	$	0.08	$	0.08
Weighted-average common shares outstanding	117,107		116,458		118,311

See accompanying notes.

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Index to Financial Statements

COLUMBIA PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


	Years Ended December 31,
	2020		2019		2018
Net income	$	118,396	$	9,064	$	9,491
Market value adjustment to interest rate swaps	(17,100)		(3,445)		1,441
Comprehensive income	101,296		5,619		10,932
Less: market value adjustments to interest rate swaps attributable to noncontrolling interest in Columbia Operating Partnership	519		—		—
Less: net income attributable to noncontrolling interest in Columbia Operating Partnership	(3,226)		—		—
Less: net loss attributable to non-controlling interest in consolidated joint venture	540		133		—
Comprehensive income attributable to common stockholders	$	99,129	$	5,752	$	10,932

See accompanying notes.

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COLUMBIA PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands, except per-share amounts)


	Stockholders' Equity											Noncontrolling Interest
	Common Stock			Additional Paid-In Capital		Cumulative Distributions in Excess of Earnings		Accumulated Other Comprehensive Income (Loss)		Total		Columbia Operating Partnership		Consolidated Joint Venture		Total Equity
	Shares	Amount
Balance, December 31, 2017	119,789	$	1,198	$	4,487,071	$	(1,957,236)	$	903	$	2,531,936	$	—	$	—	$	2,531,936
Cumulative-effect adjustment for the adoption of ASU 2017-05	—	—		—		357,755		—		357,755		—		—		357,755
Cumulative-effect adjustment for the adoption of ASU 2014-09	—	—		—		343		—		343		—		—		343
Repurchases of common stock	(3,240)	(32)		(70,488)		—		—		(70,520)		—		—		(70,520)
Common stock issued to employees and directors, and amortized (net of income tax witholdings)	149	1		5,004		—		—		5,005		—		—		5,005
Distributions to common stockholders ($0.80 per share)	—	—		—		(94,435)		—		(94,435)		—		—		(94,435)
Net income	—	—		—		9,491		—		9,491		—		—		9,491
Market value adjustment to interest rate swap	—	—		—		—		1,441		1,441		—		—		1,441
Balance, December 31, 2018	116,698	1,167		4,421,587		(1,684,082)		2,344		2,741,016		—		—		2,741,016
Repurchases of common stock	(1,616)	(16)		(33,500)		—		—		(33,516)		—		—		(33,516)
Common stock issued to employees and directors, and amortized (net of income tax witholdings)	198	2		4,235		—		—		4,237		—		—		4,237
Distributions to common stockholders ($0.81 per share)	—	—		—		(94,349)		—		(94,349)		—		—		(94,349)
Contributions from noncontrolling interest in consolidated joint venture	—	—		—		—		—		—		—		5,610		5,610
Allocation of net income (loss)	—	—		—		9,197		—		9,197		—		(133)		9,064
Market value adjustment to interest rate swap	—	—		—		—		(3,445)		(3,445)		—		—		(3,445)
Balance, December 31, 2019	115,280	1,153		4,392,322		(1,769,234)		(1,101)		2,623,140		—		5,477		2,628,617
Repurchases of common stock	(1,194)	(12)		(23,264)		—		—		(23,276)		—		—		(23,276)
Issuance of noncontrolling interest in Columbia Operating Partnership	—	—		—		—		—				55,306		—		55,306
Common stock and Operating Partnership Units issued to employees and directors, and amortized (net of income tax witholdings)	367	4		7,058		—		—		7,062		14,144		—		21,206
Distributions to common stockholders and Operating Partnership Unit holders ($0.84 per share/unit)	—	—		—		(96,287)		—		(96,287)		(2,743)		—		(99,030)
Contributions from noncontrolling interest	—	—		—		—		—		—		—		103		103
Consolidated joint venture partnership interest acquired through investment in Real Estate Funds	—	—		—		—		—				—		(109)		(109)
Allocation of net income (loss)	—	—		—		115,710		—		115,710		3,226		(540)		118,396
Market value adjustment to interest rate swap	—	—		—		—		(17,100)		(17,100)		(519)		—		(17,619)
Balance, December 31, 2020	114,453	$	1,145	$	4,376,116	$	(1,749,811)	$	(18,201)	$	2,609,249	$	69,414	$	4,931	$	2,683,594

See accompanying notes.

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COLUMBIA PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Years Ended December 31,
	2020		2019		2018
Cash Flows From Operating Activities:
Net income	$	118,396	$	9,064	$	9,491
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Straight-line rental income	(13,742)		(13,230)		(25,952)
Lease revenues reversed for doubtful accounts - straight-line rent receivables	7,204		—		—
Lease revenues reversed for doubtful accounts - tenant receivables	1,306		22		—
Noncash operating lease expense	305		720		—
Depreciation	68,454		78,292		81,795
Amortization	23,970		23,546		29,401
Impairment loss on real estate assets	—		43,941		30,812
Impairment loss on goodwill	63,806		—		—
Noncash interest expense	2,571		2,562		3,103
Gain on extinguishment of debt	—		—		(23,340)

Gains on sales of real estate assets	(188,633)		(42,030)		—
Income from unconsolidated joint ventures	(8,646)		(8,004)		(8,003)
Distributions of earnings from unconsolidated joint ventures	26,445		27,977		28,802
Market value adjustment to investment in Real Estate Funds	700		—		—
Gain on sale of unconsolidated joint venture interest	—		—		(762)
Stock-based compensation expense	23,689		6,622		6,966
Changes in Assets and Liabilities, Net of Acquisitions and Dispositions:
Increase in operating lease asset	(10,000)		—		—
Decrease (increase) in tenant receivables, net	(2,296)		675		(2,947)
Decrease (increase) in prepaid expenses and other assets	(13,636)		(1,539)		7,871
Increase (decrease) in accounts payable and accrued expenses	4,655		5,560		(36,724)
Increase (decrease) in deferred income	(128)		3,265		(2,888)
Net cash provided by operating activities	104,420		137,443		97,625
Cash Flows From Investing Activities:
Net proceeds from the sale of real estate	426,220		375,004		284,608
Normandy Acquisition (Note 3)	(13,971)		—		—
Net proceeds from the sale of investments in unconsolidated joint ventures	—		—		235,083
Real estate acquisitions and prepaid transaction costs	—		(453,128)		(23,034)
Capital investments and development costs	(68,879)		(66,994)		(71,033)
Deferred lease costs paid	(6,902)		(22,307)		(24,816)
Investments in unconsolidated joint ventures	(58,881)		(17,134)		(38,763)
Investment in real estate-related funds	(1,887)		—		—
Distributions in excess of earnings from unconsolidated joint ventures	18,477		14,250		13,685
Net cash provided by (used in) investing activities	294,177		(170,309)		375,730
Cash Flows From Financing Activities:
Financing costs paid	(159)		(162)		(5,078)
Proceeds from lines of credit and notes payable	347,000		802,000		579,000
Repayments of lines of credit and notes payable	(571,000)		(650,000)		(872,175)



Distributions paid to stockholders	(96,459)		(93,480)		(95,056)
Distributions paid to noncontrolling interest in Columbia Operating Partnership	(2,742)		—		—
Redemptions of common stock	(25,761)		(35,917)		(72,495)
Contribution from noncontrolling interest in consolidated joint venture	103		5,610		—
Net cash provided by (used in) financing activities	(349,018)		28,051		(465,804)
Net increase (decrease) in cash and cash equivalents	49,579		(4,815)		7,551
Cash and cash equivalents, beginning of period	12,303		17,118		9,567
Cash and cash equivalents, end of period	$	61,882	$	12,303	$	17,118
See accompanying notes.

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Index to Financial Statements

COLUMBIA PROPERTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020, 2019, AND 2018

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 conducts business primarily through Columbia Property Trust Operating Partnership, L.P. ("Columbia OP"), a Delaware limited partnership in which Columbia Property Trust is the general partner and majority owner (97.2%). Columbia Property Trust acquires, develops, redevelops, owns, leases, and operates real properties directly, through wholly owned subsidiaries, or through joint ventures. Unless otherwise noted herein, references to "Columbia Property Trust," "Columbia," the "Company," "we," "us," or "our" herein shall include Columbia Property Trust and all subsidiaries of Columbia Property Trust, direct and indirect.

As of December 31, 2020, Columbia Property Trust owned 15 operating properties and four properties under development or redevelopment, of which 10 were wholly owned and nine were owned through joint ventures, located primarily in New York, San Francisco, Washington, D.C., and Boston. As of December 31, 2020 these operating properties contained a total of 6.2 million rentable square feet and were approximately 95.6% leased. Columbia Property Trust also provides asset and property management services for 8.0 million square feet of office space located primarily in New York, Washington, D.C., and Boston.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Columbia Property Trust's consolidated financial statements include the accounts of Columbia Property Trust, Columbia OP, and their consolidated subsidiaries. We consolidate any variable interest entity ("VIE") in which we are deemed the primary beneficiary. With respect to entities that are not VIEs, our consolidated financial statements also include the accounts of any entity in which we own a controlling financial interest, and any limited partnership in which we own a controlling general partnership interest. In determining whether Columbia Property Trust owns a controlling interest, the following factors are considered, among other things: the ownership of voting interests, protective rights, and participatory rights of the investors.

All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

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. While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or

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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 and 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.

Real Estate Assets

Real estate assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the cost of acquisition or construction, and any tenant improvements or major improvements that extend the useful life of the related asset. All repairs and maintenance costs are expensed as incurred.

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

As further described in Note 5, Line of Credit and Notes Payable, Columbia Property Trust capitalizes interest incurred on outstanding debt balances as well as joint venture investments, as appropriate, during development or redevelopment of real estate held directly or in joint ventures. During 2020 and 2019, $9.8 million and $5.1 million of interest was capitalized to construction in progress, respectively; and $2.0 million and $1.3 million of interest was capitalized to investments in unconsolidated joint ventures, respectively.

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 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 and transfer of the property is expected to qualify for recognition as a completed sale, within one year.

At such time that a property is determined to be held for sale, its 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; and assets and liabilities are required to be classified as held for sale on the accompanying consolidated balance sheet.

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Index to Financial Statements

As of December 31, 2020, none of Columbia Property Trust's properties met the criteria to be classified as held for sale in the accompanying consolidated balance sheet. As of December 31, 2019, Cranberry Woods Drive and Pasadena Corporate Park met the aforementioned criteria; thus, these properties are classified as held for sale in the accompanying consolidated balance sheets. The sale of Cranberry Woods closed on January 16, 2020, and the sale of Pasadena Corporate Park closed on March 31, 2020. See Note 3, Transactions, for more information regarding these transactions.

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


	December 31, 2019
Real Estate Assets Held for Sale:
Real estate assets, at cost:
Land	$	57,117
Buildings and improvements, less accumulated depreciation of $80,543	157,701
Construction in progress	138
Total real estate assets held for sale, net	$	214,956
Other Assets Held for Sale:
Tenant receivables	$	156
Straight-line rent receivables	12,591
Prepaid expenses and other assets	334
Deferred lease costs, less accumulated amortization of $10,222	10,836
Total other assets held for sale, net	$	23,917
Liabilities Held for Sale:
Accounts payable, accrued expenses, and accrued capital expenditures	$	1,151
Deferred income	1,903
Total liabilities held for sale	$	3,054

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 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 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.

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 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. Certain of

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Columbia Property Trust's 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 carrying values of its real estate assets and related intangible assets are recoverable as of December 31, 2020.

In the fourth quarter of 2019, Columbia Property Trust recorded an impairment loss of $20.6 million on Pasadena Corporate Park. Upon deciding to exit the Los Angeles market, Columbia Property Trust began to market for sale its only asset therein, Pasadena Corporate Park, in the fourth quarter of 2019. In January 2020, Columbia Property Trust entered into a contract to sell Pasadena Corporate Park, and closed on the sale on March 31, 2020. As a result, as of December 31, 2019, Columbia Property Trust reduced the carrying value of Pasadena Corporate Park to reflect its estimated fair value of $74.5 million, determined based on estimated net sale proceeds (Level 1), by recording an impairment loss of $20.6 million.

In the third quarter of 2019, Columbia Property Trust recognized an impairment loss of $23.4 million as a result of changing its holding period expectations for Lindbergh Center in Atlanta, Georgia. Columbia Property Trust entered into a contract to sell Lindbergh Center in the third quarter of 2019, and closed the sale on September 26, 2019. As a result, Columbia Property Trust reduced the carrying value of Lindbergh Center to reflect its estimated fair value, based on the estimated net sale proceeds of $181.0 million (Level 1), by recording an impairment loss of $23.4 million in the third quarter of 2019.

Allocation of Purchase Price of Acquired Assets

Upon the acquisition of real properties, Columbia Property Trust allocates the purchase price of properties and related transaction costs 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 Value Measurements" section above for additional details). In conjunction with certain acquisitions, Columbia Property Trust has entered into master lease agreements, which obligate the seller to pay rent pertaining to certain nonrevenue-producing spaces to mitigate the negative effects of lower rental revenues. Columbia Property Trust records payments receivable under such master lease agreements as a reduction of the property basis rather than income. Columbia Property Trust received no proceeds for master leases during 2020, 2019, or 2018.

The fair values of the tangible assets of an acquired property (which includes land, building, and site improvements) are determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to land, building, and site improvements based on management's determination of the relative fair value of these assets. Management determines the as-if-vacant fair value of a property using methods similar to those used by independent appraisers. Factors considered by management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases, including leasing commissions and other related costs. In estimating carrying costs, management includes real estate taxes, insurance, and other operating expenses during the expected lease-up periods based on current market demand.

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

As further described below, in-place leases with Columbia Property Trust as the lessor may have values related to direct costs associated with obtaining a new tenant that are avoided for in-place leases, opportunity costs associated with lost rentals that are avoided by acquiring an in-place lease, tenant relationships, and effective contractual rental rates that are above or below market:

•The value of opportunity costs associated with lost rentals avoided by acquiring an in-place lease is calculated based on contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. Such opportunity costs ("Absorption Period Costs") are included in

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Index to Financial Statements

intangible lease assets in the accompanying consolidated balance sheets and are amortized to expense over the remaining terms of the respective leases.

As of December 31, 2020 and 2019, Columbia Property Trust had the following gross intangible in-place 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
December 31, 2020	Gross	$	2,480	$	101,542	$	56,612	$	23,287
	Accumulated Amortization	(1,374)		(56,573)		(35,161)		(8,867)
	Net	$	1,106	$	44,969	$	21,451	$	14,420
December 31, 2019	Gross	$	2,481	$	117,203	$	61,702	$	36,966
	Accumulated Amortization	(1,202)		(57,457)		(33,731)		(15,127)
	Net	$	1,279	$	59,746	$	27,971	$	21,839

During 2020, 2019, and 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 Years Ended December 31,
2020	$	172	$	12,879	$	5,871	$	5,461
2019	$	288	$	13,511	$	7,398	$	5,395
2018	$	228	$	17,137	$	9,660	$	6,851

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The remaining net intangible assets and liabilities as of December 31, 2020, will be amortized as follows (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 Years Ending December 31,
2021	$	172	$	8,963	$	4,410	$	2,801
2022	172		7,620		3,335		2,571
2023	172		6,138		2,810		1,995
2024	172		5,333		2,500		1,748
2025	172		3,943		1,849		1,182
Thereafter	246		12,972		6,547		4,123
	$	1,106	$	44,969	$	21,451	$	14,420
Weighted-average amortization period	5.7 years		4.7 years		4.2 years		6.3 years

Investments in Unconsolidated Joint Ventures

Columbia Property Trust uses the equity method to account for investments that are not wholly owned and: (i) are considered VIEs where the Company is not the primary beneficiary, or (ii) in which the Company, along with its co-owners, possesses substantive participation rights, including management selection and termination, and the approval of significant capital and operating decisions. Under the equity method, investments in unconsolidated joint ventures are recorded at cost and adjusted for cash contributions and distributions, and allocations of income or loss.

Cash and Cash Equivalents

Columbia Property Trust considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value as of December 31, 2020 and 2019.

Tenant Receivables

Tenant receivables consist of rental and reimbursement billings due from tenants. Tenant receivables are recorded at the original amount earned, which approximates fair value. Management assesses the realizability of tenant receivables on an ongoing basis. When the collectability of tenant receivables is not considered probable, the receivable is written down against lease revenues. During 2020 and 2019, $1.3 million and $22,000 of tenant receivables were written down against lease revenues, respectively.

Straight-Line Rent Receivables

Straight-line rent receivables include the amount of cumulative adjustments necessary to present rental income on a straight-line basis, and deferred receivables. Columbia Property Trust recognizes rental revenues on a straight-line basis, ratably over the term of each lease; however, leases often provide for payment terms that differ from the revenue recognized. When the amount of cash billed is less than the amount of revenue recognized, typically early in the lease, straight-line rent receivables are recorded for the difference. The receivable is depleted during periods later in the lease when the amount of cash paid by the tenant is greater than the amount of revenue recognized. When the collection of rental billings is not considered probable, tenants are moved to "cash basis billings," at which point the corresponding straight-line rent receivables are written down against lease revenues, and future revenues are recognized upon receipt of payment. Deferred receivables are amounts due under payment plans, where rents have been billed and lease revenues have been recorded, but payments are not due to us currently. During 2020, approximately $7.2 million of straight-line rent receivables were written down against lease revenues.

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Index to Financial Statements

Prepaid Expenses and Other Assets

Prepaid expenses and other assets primarily include earnest money deposits; escrow accounts held by lenders to pay future real estate taxes, insurance and tenant improvements; notes receivable; non-tenant receivables; prepaid taxes; insurance and operating costs; unamortized deferred financing costs related to the line of credit (the "Revolving Credit Facility"); interest rate swaps (when in an asset position); certain corporate assets; deferred tax assets; and Investments in Real Estate Funds, as defined below. 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.

Investments in Real Estate Funds

In connection with the Normandy Acquisition described in Note 3, Transactions, Columbia Property Trust acquired general partnership interests and limited partnership interests in three real estate funds: Normandy Real Estate Fund III, LP; Normandy Real Estate Fund IV, LP; and Normandy Opportunity Zone Fund, LP (collectively, the "Real Estate Funds"). The Company owns minimal economic interests in the Real Estate Funds (ranging from 2.0% to 2.5%). Significant decision rights are shared between the general partners and limited partners; and the general partner can be removed with a majority vote from the limited partners. As a result, Columbia Property Trust accounts for its investments in the Real Estate Funds using the equity method. The Real Estate Funds are subject to the rules of the AICPA Investment Company Guide; as a result, GAAP requires the Company to record its investments in the Real Estate Funds at their respective estimated fair market values. The Company determines the Real Estate Funds' estimated net asset values per share using a discounted cash flow model, which is considered a Level 3 valuation technique (see "Fair Value Measurements" section above). As of December 31, 2020, investments in the Real Estate Funds of approximately $4.3 million are included in prepaid expenses and other assets on the accompanying consolidated balance sheet. From January 24, 2020 (date of acquisition) through December 31, 2020, Columbia Property Trust recognized an unrealized loss on its investments in Real Estate Funds of approximately $0.7 million, which is recorded as other income (loss) in the accompanying consolidated statements of operations.

Columbia Property Trust has entered into agreements to provide acquisition, disposition, investment management, property management, leasing, and other services to the properties in which the Real Estate Funds own interests. See Note 12, Non-Lease Revenues, for more details. From time to time, Columbia Property Trust may be required to make additional capital contributions to the Real Estate Funds. See Note 7, Commitments and Contingencies, for more details.

Deferred Financing Costs

Deferred financing costs include costs incurred to secure debt from third-party lenders. Deferred financing costs, except for costs related to the Revolving Credit Facility, are presented as a direct reduction to the carrying amount of the related debt for all periods presented. Deferred financing costs related to the Revolving Credit Facility are included in prepaid expenses and other assets. Columbia Property Trust recognized amortization of deferred financing costs for the years ended December 31, 2020, 2019, and 2018 of approximately $2.4 million, $2.4 million, and $2.9 million, respectively, which is included in interest expense in the accompanying consolidated statements of operations.

Deferred Lease Costs

Deferred lease costs include costs incurred to procure leases that are paid to third parties or tenants, and incentives that are provided to tenants under the terms of their leases. These costs are capitalized and amortized on a straight-line basis over the terms of the lease. Amortization of third-party leasing costs is reflected as amortization expense, and amortization of lease incentives is reflected as an adjustment to rental income. Columbia Property Trust recognized amortization of third-party lease costs as amortization expense of $5.5 million, $6.3 million, and $5.5 million, during 2020, 2019, and 2018, respectively. Columbia Property Trust recognized amortization of lease incentives as adjustments to rental income of $0.5 million, $0.7 million, and $2.1 million during 2020, 2019, and 2018, respectively. Upon receiving notification of a tenant's intention to terminate a lease, unamortized deferred lease costs are amortized over the shortened lease period.

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Goodwill

Goodwill represents purchase price not specifically assigned to assets acquired and liabilities assumed in a business combination. Columbia Property Trust assesses the recoverability of goodwill on an annual basis, and on an interim basis if an event occurs or circumstances change that would indicate that the carrying value of goodwill may be impaired. When indicators of potential impairment exist, Columbia evaluates whether the carrying value of the reporting unit to which the goodwill relates exceeds the reporting unit's estimated fair value. If the reporting unit's carrying value, including the goodwill, exceeds its estimated fair value, then goodwill would be reduced, and an impairment loss would be recognized, for the amount of this excess (not to exceed total goodwill). The Company's reporting units are determined based on the key geographic markets in which its properties are located.

On January 24, 2020, Columbia Property Trust recorded goodwill of $63.8 million in connection with the acquisition of Normandy, a New York-based, fully integrated real estate operator and fund management platform (see Note 3, Transactions, for additional details). While the Company’s market capitalization has been negatively affected by market disruptions and the deterioration in macroeconomic conditions caused by the COVID-19 pandemic throughout the year, the Company’s cash flows have remained strong throughout 2020, and the Company has maintained high rates of occupancy and collections since the onset of the pandemic. Therefore, at the end of the first, second, and third quarters of 2020, the Company concluded that goodwill was not impaired.

Throughout 2020, the Company worked to integrate and align Normandy's operations with its own. In the fourth quarter of 2020, the integration was substantially completed in conjunction with establishing the Company’s business plan and budget for the upcoming year. The Company’s 2021 business plan and budget take into account the near-term effects the COVID-19 pandemic may have on demand for office space and on our tenants' businesses. The Company performed its annual assessment of the recoverability of goodwill in the fourth quarter of 2020, and concluded that the carrying value of its New York reporting unit, including the goodwill related to the Normandy Acquisition, exceeded the corresponding estimated fair value. Accordingly, in the fourth quarter goodwill was written off by recording an impairment loss of $63.8 million.

Accounts Payable, Accrued Expenses, and Accrued Capital Expenditures

Accounts payable, accrued expenses, and accrued capital expenditures primarily include payables related to property operations, capital projects, and interest rate swaps (when in a liability position).

Line of Credit and Notes Payable

When debt is assumed, Columbia Property Trust records the loan at fair value. The fair value adjustment is amortized to interest expense over the term of the loan using the effective interest method. As described in the "Deferred Financing Costs" section above, line of credit and notes payable is presented on the accompanying consolidated balance sheet net of deferred financing costs related to term loans and notes payable of $1.5 million and $2.1 million as of December 31, 2020 and 2019, respectively.

Bonds Payable

Columbia OP has two series of bonds outstanding as of December 31, 2020 and 2019: $350 million of its 10-year unsecured 3.650% senior notes issued at 99.626% of their face value (the "2026 Bonds Payable"); and $350.0 million of its 10-year unsecured 4.150% senior notes issued at 99.859% of their face value (the "2025 Bonds Payable"). The discount on the 2026 Bonds Payable and the 2025 Bonds Payable is amortized to interest expense over the term of the bonds using the effective-interest method.

As described in the "Deferred Financing Costs" section above, bonds payable is presented on the accompanying consolidated balance sheet net of deferred financing costs related to bonds payable of $3.0 million and $3.6 million as of December 31, 2020 and 2019, respectively.

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Common Stock Repurchase Program

Columbia Property Trust is authorized to repurchase shares of its common stock, par value $0.01 per share, subject to certain limitations. As of December 31, 2020, $143.3 million remains available for repurchases under the current stock repurchase program. See Note 8, Stockholders' Equity, for additional details. Common stock repurchases are charged against equity as incurred, and the repurchased shares are retired.

Preferred Stock

Columbia Property Trust is authorized to issue up to 100.0 million shares of one or more classes or series of preferred stock with a par value of $0.01 per share. Columbia Property Trust's board of directors may determine the relative rights, preferences, and privileges of each class or series of preferred stock issued, which may be more beneficial than the rights, preferences, and privileges attributable to Columbia Property Trust's common stock. To date, Columbia Property Trust has not issued any shares of preferred stock.

Common Stock

The par value of Columbia Property Trust's issued and outstanding shares of common stock is classified as common stock, with the remainder allocated to additional paid-in capital.

Distributions

To maintain its status as a REIT, Columbia Property Trust is required by the Internal Revenue Code of 1986, as amended (the "Code"), to make distributions to stockholders each taxable year equal to at least 90% of its REIT taxable income, computed without regard to the dividends-paid deduction and by excluding net capital gains attributable to stockholders ("REIT taxable income"). To the extent that Columbia Property Trust 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 the undistributed income. Distributions to the stockholders are determined by the board of directors of Columbia Property Trust and are dependent upon a number of factors relating to Columbia Property Trust, including funds available for payment of distributions, financial condition, the timing of property acquisitions, capital expenditure requirements, and annual distribution requirements in order to maintain Columbia Property Trust's status as a REIT under the Code.

Noncontrolling Interests

Noncontrolling interests represent the portion of equity in consolidated entities that is owned by third parties. Noncontrolling interests are adjusted for cash contributions and distributions, and for earnings. Such earnings are allocated between the Company and noncontrolling interests using the hypothetical liquidation at book value method pursuant to the terms of the respective ownership agreements, and are reflected as net income (loss) attributable to noncontrolling interests in the accompanying consolidated statements of operations.

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 transactions for speculative purposes and currently does not have any derivatives that are not designated as hedges; however, certain of its derivatives may, at times, 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 interest rate swaps that are designated as cash flow hedges are recorded as other comprehensive income (loss). 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 loss on interest rate swaps for contracts that do not qualify for hedge accounting treatment. As of December 31, 2020, Columbia Property Trust has two interest rate swaps, with an aggregate notional amount of $450.0 million. The following tables provide additional

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information related to Columbia Property Trust's interest rate swaps as of December 31, 2020 and 2019 (in thousands):


		Estimated Fair Value as of December 31,
Instrument Type	Balance Sheet Classification	2020		2019
Derivatives Designated as Hedging Instruments:
Interest rate contracts	Prepaid expenses and other assets	$	—	$	551
Interest rate contracts	Accounts payable	$	18,720	$	1,652

As a result of the interest rate contract in the above table, Columbia Property Trust estimates recognizing additional interest expense of approximately $7.1 million over the next 12 months.

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.


	Years Ended December 31,
	2020		2019		2018
Market value adjustment to interest rate swaps designated as hedging instruments and included in other comprehensive income (loss)	$	(17,619)	$	(3,445)	$	1,441

Revenue Recognition

The majority of Columbia Property Trust's revenues are derived from leases and are reflected as lease revenues on the accompanying consolidated statements of operations. For more information about Columbia Property Trust's lease revenue streams see Note 11, Leases.

In determining when to begin recognizing rental revenues, Columbia Property Trust considers a number of factors, including the nature of the physical improvements made in connection with the lease. When Columbia Property Trust owns the improvements for accounting purposes, revenue recognition generally begins once the improvements are substantially complete and the lessee has taken possession of the improved space. When Columbia Property Trust does not own the improvements for accounting purposes (the lessee is the owner), revenue recognition generally begins once the lessee takes possession of the unimproved space; in these instances, the tenant allowance is accounted for as a lease incentive, which reduces rental revenues over the lease term. When evaluating which party (lessee or lessor) owns the improvements for accounting purposes, Columbia Property Trust considers a number of factors, including, among other things: whether the lease stipulates what the tenant allowance may be used for; whether the lessee or lessor retains legal title to the improvements; the expected economic life of the improvements relative to the lease term; and who directs the construction of the improvements. The determination of who owns the improvements for accounting purposes is subject to significant judgment and is not based on any one factor.

For information about Columbia Property Trust's other revenue streams, please see Note 12, Non-Lease Revenues.

Income Taxes

Columbia Property Trust has elected to be taxed as a REIT under the Code and has operated as such beginning with its taxable year ended December 31, 2003. To qualify as a REIT, the Company 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. To the extent that Columbia Property Trust satisfies the distribution requirement but distributes less than 100% of its REIT taxable income, the Company would be subject to federal and state corporate income tax on the undistributed income. Generally, the Company does not incur federal income taxes,

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other than as described in the following 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; Columbia Development TRS 13, LLC; and Columbia Development TRS 87, LLC (collectively, the "TRS Entities") are subsidiaries of the Company and are organized as Delaware limited liability companies. The TRS Entities, among other things, provide services related to asset and property management, construction and development, and other tenant services that Columbia Property Trust, as a REIT, cannot otherwise provide. The Company 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, earnings of a TRS entity are subject to federal and state income taxes. In addition, for the Company to continue to qualify as a REIT, Columbia Property Trust must limit its investments in taxable REIT subsidiaries to 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, the Company records interest and penalties related to uncertain tax positions as general and administrative expense in the accompanying consolidated statements of operations.

Segment Information

As of December 31, 2020, Columbia Property Trust's reportable segments are determined based on the geographic markets in which it has significant investments. Columbia Property Trust considers geographic location when evaluating its portfolio composition, and in assessing the ongoing operations and performance of its properties (see Note 16, Segment Information).

Reclassifications

Certain prior-period amounts on the consolidated statement of operations have been reclassified to conform with the current-period's presentation: property operating costs include amounts previously reported as asset and property management fees; and management fee expense includes amounts previously reported as general and administrative – joint venture. Certain prior-period amounts on the consolidated statement of cash flows have been reclassified to conform with the current-period's presentation: lease revenues reversed for doubtful accounts - tenant receivables include amounts previously reported decrease (increase) in tenant receivables, net.

Beginning in 2020, commensurate with the Normandy Acquisition, salary and operating expense reimbursements are reported as management fee revenues; prior to 2020, these items were reported as other property income. Beginning in the second quarter of 2019, lease termination fees are reported as lease revenues; prior to April 1, 2019, lease termination fees were reported as other properties income.

Recent Accounting Pronouncements

In April 2020, the Financial Accounting Standards Board issued guidance on accounting for lease amendments resulting from the economic effects of the COVID-19 pandemic, Topic 842 and Topic 840: Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic. The guidance provides a policy election that allows issuers to account for rent concessions as a continuation of the existing lease, instead of as a lease modification (the "COVID-19 Concession Option") as required under existing GAAP. To be eligible for the COVID-19 Concession Option, aggregate future rent payments cannot be materially more under the amended lease terms than under the original lease terms. Issuers must apply the accounting method selected consistently to leases with similar characteristics and circumstances.

•Rent abatements: Under the COVID-19 Concession Option, revenues are reduced for rent abatements (past and future) in the period of execution, and future straight-line rental income is unchanged. Conversely, without adopting the COVID-19 Concession Option, revenues are reduced for past rents forgiven by writing down the related receivables in the period of execution, and future straight-line income is reduced for future rent reductions. Columbia Property Trust has elected to account for rent abatements under existing

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GAAP. During the year ended December 31, 2020, Columbia Property Trust has abated $0.7 million in rental billings, including the Company's proportionate share of rents earned through unconsolidated joint ventures.

•Rent deferrals: Under the COVID-19 Concession Option, rent deferrals may be accounted for as either (a) payment plans, where rents are billed and revenues are recorded on the same schedule; or as (b) variable lease payments, where revenues are not recognized until the amounts become payable in the future based on the amended terms. Conversely, without adopting the COVID-19 Concession option, revenues are recorded on the same schedule; however, deferred rents are classified as straight-line rent receivables until payable. Columbia Property Trust has elected to account for rent deferrals as a lease modification under existing GAAP. During the year ended December 31, 2020, Columbia Property Trust has deferred payments of $3.2 million, including the Company's proportionate share of rents earned through unconsolidated joint ventures.

Accounting Standards Update 2020-04, Reference Rate Reform ("ASU 2020-04"), which was issued on and effective as of March 12, 2020, addresses the accounting and disclosure impacts of reference rate reform and the anticipated discontinuance of LIBOR. ASU 2020-04 provides optional guidance that may be elected over time, and includes practical expedients for activities that impact debt, leases, derivatives, and other contracts. Columbia Property Trust has matched LIBOR-based debt with LIBOR-based interest rate swaps, and has elected to apply the ASU 2020-04's practical expedients related to (i) probability and (ii) the assessment of the effectiveness for future LIBOR-indexed cash flows, which assume that the debt instrument will use the same index rate as its corresponding interest rate swap, once a new reference rate is established to replace LIBOR. Application of these expedients preserves the effectiveness of the Company's interest rate swaps as cash flow hedges in the event that its debt and interest rate swaps are not amended concurrently to reflect a new reference rate. Columbia Property Trust continues to evaluate the impact of the guidance and may apply other elections as additional reference rate changes occur. ASU 2020-04 did not have a material impact on Columbia Property Trust's consolidated financial statements or disclosures.

3. Transactions

Normandy Acquisition

On January 24, 2020, Columbia Property Trust acquired Normandy Real Estate Management, LLC ("Normandy"), a developer, operator, and investment manager of office and mixed-use assets with a focus on assets in New York, Boston, and Washington, D.C. (the "Normandy Acquisition"). As a result of the Normandy Acquisition, the Company acquired an operating platform, interests in the Real Estate Funds, and contracts to earn fees for providing management services to properties affiliated with the Real Estate Funds (see Note 12, Non-Lease Revenues, for details).

The purchase price, exclusive of adjustments and transaction costs, is comprised of two components: (i) an approximately $14.0 million cash payment and (ii) the issuance of 3,264,151 Series A Convertible, Perpetual Preferred Units of Columbia OP with a liquidation preference of $26.50 per unit (the "Preferred OP Units"). The Preferred OP Units are convertible for common units of Columbia OP, which are exchangeable into shares of Columbia Property Trust's common stock, subject to certain terms and conditions. As of the closing date of the acquisition, the Preferred OP Units had an estimated fair value of $24.43. The fair value of the Preferred OP Units was determined using a lattice valuation model, utilizing significant unobservable inputs (Level 3 under the fair value hierarchy described in Note 2, Summary of Significant Accounting Policies).

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The initial purchase consideration was allocated as follows (in thousands):


	January 24, 2020
Goodwill(1)	$	63,806
Prepaid expenses and other assets(2)	7,670
Cash	1,260
Operating lease assets	934
Investments in unconsolidated joint ventures(3)	419
Accounts payable, accrued expenses, and accrued capital expenditures	(2,881)
Operating lease liabilities	(934)
Deferred income	(77)
Total initial purchase consideration(4)	$	70,197

(1)In the fourth quarter of 2020, the Company wrote off this balance by recording an impairment loss of $63.8 million. See Note 2, Summary of Significant Accounting Policies, for additional details.

(2)Prepaid expenses and other assets includes $3.7 million of investments in Real Estate Funds, as described in Note 2, Summary of Significant Accounting Policies.

(3)Reflects interests in five unconsolidated joint ventures that earn fees for providing management services to properties affiliated with the Real Estate Funds.

(4)As of the acquisition date, an additional $24.4 million will be recorded as compensation expense over the next four years based on the vesting periods of the respective Preferred OP Units.

During 2020 and 2019, Columbia Property Trust incurred $19.0 million and $6.4 million of transaction costs, respectively, related to the Normandy Acquisition, which include legal, advisory, other professional services fees, and restructuring costs and are reflected as acquisition and restructuring costs on the accompanying consolidated statements of operations. For the period from January 24, 2020 through December 31, 2020, Columbia Property Trust recognized additional revenues of $26.3 million and operating income, excluding the impact of acquisition and restructuring costs, of $5.1 million as a result of the Normandy Acquisition.

Acquisitions

During 2020, 2019, and 2018, Columbia Property Trust acquired the following properties and partial interests in properties of consolidated and unconsolidated joint ventures:


Property	Location	Date	Percent Acquired		Purchase Price (in thousands)(1)
2020
Terminal Warehouse	New York, NY	March 13, 2020	8.65	%	$	40,048	(2)
2019
201 California Street	San Francisco, CA	December 9, 2019	100.00	%	$	238,900
101 Franklin Street(3)	New York, NY	December 2, 2019	92.50	%	$	205,500
2018
Lindbergh Center – Retail	Atlanta, GA	October 24, 2018	100.00	%	$	23,000
799 Broadway	New York, NY	October 3, 2018	49.70	%	$	30,200	(2)

(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)These properties are owned through unconsolidated joint ventures. Purchase price is for Columbia Property Trust's partial interests in the properties.

(3)Property is owned through a consolidated joint venture.

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Terminal Warehouse

On March 13, 2020, Columbia Property Trust acquired a one-third general partnership interest and limited partnership interests, totaling an 8.65% economic interest, in Terminal Warehouse, a 1.2-million-square-foot property located in West Chelsea, New York, that will be fully redeveloped into mixed-use office project with ancillary retail (the "Terminal Warehouse Joint Venture"). The Terminal Warehouse Joint Venture has a two-year, interest-only acquisition loan with a total capacity of $650.0 million, and an outstanding balance of $643.8 million as of December 31, 2020. After executing an extension in January 2021, the loan matures on March 23, 2021, with two extension options for a total possible extension period of nine months, to January 24, 2022. The Company earns fees from providing management services to the Terminal Warehouse Joint Venture. See Note 4, Unconsolidated Joint Ventures, and Note 12, Non-Lease Revenues, for more detail.

201 California Street

On December 9, 2019, Columbia Property Trust acquired 201 California Street, a 17-story, 252,000-square-foot office tower in San Francisco. As of the acquisition date, 201 California Street was 99% leased to 34 tenants, including First Republic Bank (13%), Dow Jones & Company, Inc. (12%), and Cooper, White & Cooper, LLP (12%). For the period from December 9, 2019 to December 31, 2019, Columbia Property Trust recognized revenues of $1.4 million and net income of $0.1 million from 201 California Street.

101 Franklin Street

On December 2, 2019, Columbia Property Trust acquired a 92.5% controlling financial interest in 101 Franklin Street (formerly 250 Church Street), a 16-story, 235,000-square-foot office building in Manhattan that will be fully redeveloped through a consolidated joint venture with an affiliate of Normandy. During 2019, Columbia Property Trust earned $37,000 from its investment in 101 Franklin Street.

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. Lindbergh Center – Retail was sold in the Lindbergh Center disposition, as described below.

799 Broadway Joint Venture

On October 3, 2018, Columbia Property Trust formed a joint venture with an affiliate of 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 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.

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Purchase Price Allocations for Consolidated Property Acquisitions


	201 California Street		101 Franklin Street(1)
Location	San Francisco, CA		New York, NY
Date Acquired	December 9, 2019		December 2, 2019
Purchase Price (in thousands):
Land	$	77,833	$	57,145
Building and improvements	157,513		149,500
Intangible lease assets	13,241		—
Intangible lease origination costs	5,785		—
Intangible below market lease liability	(8,064)		—
Total purchase price	$	246,308	$	206,645

(1)Owned through a consolidated joint venture, in which Columbia Property Trust owns a 92.5% interest. On January 24, 2020, the Company acquired an additional 0.15% interest in this property through interests in the Real Estate Funds acquired in connection with the Normandy Acquisition described above.

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

Pro Forma Financial Information

The following unaudited pro forma statements of operations presented for 2019 and 2018, have been prepared for Columbia Property Trust to give effect to the acquisitions of 201 California Street and 101 Franklin Street as if the acquisitions had occurred on January 1, 2018. These properties were owned for the entirety of 2020. 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 these acquisitions been consummated as of January 1, 2018 (in thousands):


	2019		2018
Revenues	$	304,756	$	312,003
Net income attributable to common stockholders of Columbia Property Trust	$	17,600	$	16,822

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Dispositions

During 2020, 2019, and 2018, Columbia Property Trust sold the following properties and partial interest in properties of unconsolidated joint ventures. Additional information for certain of the dispositions is provided below the table.


Property	Location	Date	% Sold		Sale Price(1) (in thousands)			Gain on Sale (in thousands)
2020
221 Main Street	San Francisco, CA	October 8, 2020	45.0	%	$	180,000	(2)	$	175,271
Pasadena Corporate Park	Los Angeles, CA	March 31, 2020	100.0	%	$	78,000		$	(67)
Cranberry Woods Drive	Pittsburgh, PA	January 16, 2020	100.0	%	$	180,000		$	13,428
2019
Lindbergh Center	Atlanta, GA	September 26, 2019	100.0	%	$	187,000		$	—
One & Three Glenlake Parkway	Atlanta, GA	April 15, 2019	100.0	%	$	227,500		$	42,030
2018
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		$	24,039
University Circle & 333 Market Street Joint Ventures	San Francisco, CA	February 1, 2018	22.5	%	$	235,300	(2)	$	762

(1)Exclusive of transaction costs and price adjustments.

(2)Sales price is for the partial interests in the properties or joint ventures that were sold.

221 Main Street

On October 8, 2020, Columbia Property Trust contributed 221 Main Street to a joint venture and simultaneously sold a 45.0% interest in this joint venture (the "221 Main Street Joint Venture") for a gross sales price of $180.0 million, exclusive of transaction costs, which values 221 Main Street at $400.0 million, resulting in a gain on sale of $175.3 million. Following this transaction, Columbia Property Trust owns a 55.0% interest in the 221 Main Street Joint Venture. The proceeds from this transaction were used to pay down the Revolving Credit Facility, as described in Note 5, Line of Credit and Notes Payable, during the fourth quarter of 2020.

Pasadena Corporate Park

On March 31, 2020, Columbia Property Trust closed on the sale of Pasadena Corporate Park for a gross sales price of $78.0 million, exclusive of transaction costs, resulting in a loss on sale of $0.07 million. Columbia Property Trust recognized an impairment loss of $20.6 million related to this property in the fourth quarter of 2019. The proceeds from this transaction were held in cash and cash equivalents.

Cranberry Woods Drive

On January 16, 2020, Columbia Property Trust closed on the sale of Cranberry Woods Drive for a gross sales price of $180.0 million, exclusive of transaction costs, resulting in a gain on sale of $13.4 million. The proceeds from this transaction were used to pay down the Revolving Credit Facility, as described in Note 5, Line of Credit and Notes Payable.

Lindbergh Center

On September 26, 2019, Columbia Property Trust closed on the sale of Lindbergh Center, including Lindbergh Center – Retail, for a gross sales price of $187.0 million, exclusive of transaction costs. Columbia Property Trust recognized an impairment loss of $23.4 million related to this property in the third quarter of 2019, as further described in Note 2, Summary of Significant Accounting Policies. $46.0 million of the proceeds from this transaction were used to pay down the Revolving Credit Facility, as described in Note 5, Line of Credit and Notes Payable.

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One & Three Glenlake Parkway

On April 15, 2019, Columbia Property Trust closed on the sale of One & Three Glenlake Parkway in Atlanta, for a gross sale price of $227.5 million, exclusive of $33.6 million of adjustments for tenant improvement allowances and rent abatements funded at closing. The proceeds from this transaction were used to pay down the Revolving Credit Facility, as described in Note 5, Line of Credit and Notes Payable.

222 East 41st Street

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 $300 million bridge loan, as described in Note 5, Line of Credit and Notes Payable.

263 Shuman Boulevard

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

University Circle & 333 Market Street

On July 6, 2017, Columbia Property Trust contributed 333 Market Street and the University Circle to joint ventures, and simultaneously sold a 22.5% interest in those joint ventures for $234.0 million to Allianz, an unrelated third party (collectively, the "San Francisco Joint Ventures").

On February 1, 2018, as agreed at the time of the initial San Francisco Joint Ventures formation, Allianz acquired another 22.5% interest in each of the San Francisco Joint Ventures at an aggregate price of $235.3 million, thereby reducing Columbia Property Trust's equity interest in each joint venture to 55.0%. These proceeds were used to reduce the balance on a $300 million bridge loan and the Revolving Credit Facility, as described in Note 5, Line of Credit and Notes Payable.

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Index to Financial Statements

4. Unconsolidated Joint Ventures

As of December 31, 2020 and 2019, Columbia owns interests in the following properties through joint ventures, which are accounted for using the equity method of accounting:


		Geographic Market	Ownership Interest		Carrying Value of Investment(1) (in thousands)
Joint Venture	Property Name				December 31, 2020		December 31, 2019
Market Square Joint Venture	Market Square	Washington, D.C.	51.00	%	$	134,747	$	135,557
University Circle Joint Venture	University Circle	San Francisco	55.00	%	276,574		283,633
333 Market Street Joint Venture	333 Market Street	San Francisco	55.00	%	265,673		269,638
114 Fifth Avenue Joint Venture	114 Fifth Avenue	New York	49.50	%	74,273		87,750
1800 M Street Joint Venture	1800 M Street	Washington, D.C.	55.00	%	227,847		233,196
799 Broadway Joint Venture(2)	799 Broadway	New York	49.70	%	53,248		44,686
Terminal Warehouse Joint Venture(2)	Terminal Warehouse	New York	8.65	%	43,771		—
221 Main Street Joint Venture	221 Main Street	San Francisco	55.00	%	219,078		—
Real Estate Services Joint Ventures(3)	n/a(3)	n/a(3)	various(3)		589		—
					$	1,295,800	$	1,054,460

(1)Includes basis differences. Columbia Property Trust's investments in unconsolidated joint ventures were greater than the historical costs recorded at the underlying joint venture level by $383.5 million and $279.2 million as of December 31, 2020 and December 31, 2019, respectively. Such basis differences result from the timing of each partner's joint venture interest acquisition; and formation costs incurred by Columbia Property Trust. Basis differences are amortized to income (loss) from unconsolidated joint ventures over the lives of the underlying assets or liabilities.

(2)Columbia Property Trust capitalized interest of $2.0 million on its investments in the 799 Broadway Joint Venture and Terminal Warehouse Joint Venture in 2020 and $1.3 million on its investment in the 799 Broadway Joint Venture in 2019.

(3)Columbia Property Trust owns the following interests in five unconsolidated joint ventures that earn fees for providing management services to properties affiliated with the Real Estate Funds (the "Real Estate Services Joint Ventures"): L&L Normandy Terminal Asset Manager, LLC (67.0%); L&L Normandy Terminal Development Manager, LLC (50.0%); L&L Normandy Terminal Property Manager (50.0%) (collectively, the "Terminal Services Joint Ventures"); WNK Maiden Management (50.0%); and Maple AB Services, LLC (55.0%). The Terminal Services Joint Ventures earn fees from providing services to the Terminal Warehouse Joint Venture.

Columbia Property Trust has determined that two of its unconsolidated joint ventures are VIEs and the Company is not the primary beneficiary. Therefore, the Company uses the equity method of accounting to record its investment in these joint ventures. For the remaining joint ventures, Columbia Property Trust and its partners have substantive participation rights in the unconsolidated joint ventures, including management selection and termination, and the approval of operating and capital decisions. As such, Columbia Property Trust also uses the equity method of accounting to record its investment in these joint ventures. Under the equity method, investments in unconsolidated joint ventures are recorded at cost and adjusted for cash contributions and distributions, and allocations of income or loss.

Columbia Property Trust evaluates the recoverability of its 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 is "other-than-temporary." 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 described above, Columbia Property Trust has determined that none of its investments in joint ventures are other-than-temporarily impaired as of December 31, 2020.

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Index to Financial Statements

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(1)
	December 31, 2020		December 31, 2019		December 31, 2020			December 31, 2019		December 31, 2020		December 31, 2019
Market Square Joint Venture	$	577,095	$	582,747	$	324,868	(2)	$	324,815	$	237,778	$	241,719
University Circle Joint Venture	213,045		216,546		—			—		208,541		212,656
333 Market Street Joint Venture	357,370		367,652		—			—		344,103		352,385
114 Fifth Avenue Joint Venture	462,319		485,442		—			—		101,952		127,554
1800 M Street Joint Venture	427,602		437,439		—			—		411,957		421,588
799 Broadway Joint Venture	246,456		201,210		138,930		(3)	109,735		99,000		85,316
Terminal Warehouse Joint Venture	1,045,852		—		643,819		(4)	—		380,277		—
221 Main Street Joint Venture	229,745		—		—			—		224,732		—
Real Estate Services Joint Venture	1,754		—		—			—		1,104		—
	$	3,561,238	$	2,291,036	$	1,107,617		$	434,550	$	2,009,444	$	1,441,218

(1)Excludes basis differences (see footnote (1) to the Carrying Value of Investment table above).

(2)The Market Square Joint Venture has a mortgage note with an outstanding balance of $325.0 million as of December 31, 2020 and 2019. The Market Square mortgage note bears interest at 5.07% and matures on July 1, 2023.

(3)Reflects $140.4 million outstanding, net of $1.5 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 to the Construction Loan, see Note 7, Commitments and Contingencies.

(4)Reflects $643.8 million outstanding on the Terminal Warehouse acquisition loan. The Terminal Warehouse Joint Venture has an interest-only acquisition loan with a total capacity of $650.0 million. The Terminal Warehouse acquisition loan bears interest at LIBOR plus a spread of 340 basis points, with a LIBOR floor of 2.28% and cap of 3.50%, and matures on March 23, 2021, with two extension options for a total of nine months.

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Index to Financial Statements

Summarized income statement information for the unconsolidated joint ventures for the years ended December 31, 2020, 2019, and 2018 is as follows (in thousands):


	Total Revenues						Net Income (Loss)						Columbia Property Trust's Share of Net Income (Loss)(1)
	2020		2019		2018		2020		2019		2018		2020		2019		2018
Market Square Joint Venture	$	49,117	$	47,737	$	44,815	$	(11,075)	$	(11,515)	$	(12,304)	$	(5,648)	$	(5,873)	$	(6,275)
University Circle Joint Venture	42,856		44,427		43,581		21,954		24,251		23,776		12,075		13,338		13,478
333 Market Street Joint Venture	28,435		28,170		27,006		14,687		14,929		14,620		8,078		8,211		8,312
114 Fifth Avenue Joint Venture	42,274		42,921		41,169		(10,532)		(10,674)		(10,256)		(5,214)		(5,283)		(5,077)
1800 M Street Joint Venture	38,455		38,377		37,486		5,784		4,887		4,239		3,180		2,688		2,332
799 Broadway Joint Venture	—		—		—		(249)		(882)		(132)		(124)		(439)		(66)
Terminal Warehouse Joint Venture	35,124		—		—		(17,706)		—		—		(1,532)		—		—
221 Main Street Joint Venture	7,516		—		—		2,474		—		—		1,361		—		—
Real Estate Services Joint Ventures	8,103		—		—		4,478		—		—		2,211		—		—
	$	251,880	$	201,632	$	194,057	$	9,815	$	20,996	$	19,943	$	14,387	$	12,642	$	12,704

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

Asset and Property Management Fees

Columbia Property Trust provides property and asset management services to certain of its joint ventures. 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 years ended December 31, 2020, 2019, and 2018, Columbia Property Trust earned the following fees from these unconsolidated joint ventures (in thousands):


	2020		2019		2018
Market Square Joint Venture	$	2,342	$	2,256	$	2,156
University Circle Joint Venture	2,327		2,313		2,283
333 Market Street Joint Venture	856		819		784
1800 M Street Joint Venture	2,341		2,156		2,161
799 Broadway Joint Venture	524		—		—
221 Main Street Joint Venture	436		—		—
	$	8,826	$	7,544	$	7,384

For 2020, Columbia Property Trust earned reimbursement income for management fee administration costs of $6.9 million, which are included in management fee revenues. For 2019 and 2018, Columbia Property Trust earned reimbursement income for management fee administration costs of $4.3 million and $4.2 million, respectively, which is included in other property income.

Asset and property management fees of $0.4 million and $0.6 million 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 December 31, 2020 and 2019, respectively.

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Index to Financial Statements

Columbia Property Trust also earns management fees through its interest in the Real Estate Services Joint Ventures, which are recorded as income in unconsolidated joint ventures in the accompanying consolidated statements of operations above.

5. Line of Credit and Notes Payable

As of December 31, 2020 and 2019, Columbia Property Trust had the following line of credit and notes payable indebtedness outstanding (excluding bonds payable; see Note 6, Bonds Payable) in thousands:


	Rate as of December 31, 2020		Term Debt or Interest Only		Outstanding Balance as of December 31,
Facility				Maturity	2020		2019
$300 Million Term Loan	LIBOR + 100 bp	(1)	Interest only	January 31, 2024	300,000		300,000
$150 Million Term Loan	LIBOR + 110 bp	(2)	Interest only	July 29, 2022	150,000		150,000
Revolving Credit Facility	LIBOR + 90 bp	(3)	Interest only	January 31, 2023	$	110,000	$	334,000
Less: Deferred financing costs related to term loans					(1,470)		(2,084)
Total indebtedness					$	558,530	$	781,916

(1)Columbia Property Trust is party to an interest rate swap agreement with a notional amount of $300.0 million, which effectively fixes its interest rate on the $300 Million Term Loan, as further described below, at 2.55% and terminates on August 13, 2024. This interest rate swap agreement qualifies for hedge accounting treatment; therefore, changes in the fair value are recorded as a market value adjustment to interest rate swap in the accompanying consolidated statement of other comprehensive income.

(2)Columbia Property Trust is party to an interest rate swap agreement with a notional amount of $150.0 million, which effectively fixes its interest rate on the $150 Million Term Loan, as further described below, at 3.07% and terminates on July 29, 2022. This interest rate swap agreement qualifies for hedge accounting treatment; therefore, changes in fair value are recorded as a market value adjustment to interest rate swap in the accompanying consolidated statement of other comprehensive income.

(3)As of December 31, 2020, borrowings under the Revolving Credit Facility, as described below, bear interest at the option of Columbia Property Trust at an alternate base rate, plus an applicable margin ranging from 0.00% to 0.45% for base-rate borrowings, or at LIBOR, as defined in the credit agreement, plus an applicable margin ranging from 0.775% to 1.45% for LIBOR-based borrowings, based on Columbia Property Trust's applicable credit rating.

Term Loans and Line of Credit

Columbia Property Trust's amended and restated revolving credit facility and unsecured term loan (together, 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").

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 Columbia Property Trust's credit rating. As described above, the interest rate on the $300 Million Term Loan has been effectively fixed at 2.55% with an interest rate swap agreement, which is designated as a cash flow hedge.

Columbia Property Trust's $150.0 million unsecured term loan matures in July 2022 (the "$150 Million Term Loan") and bears interest, at the Company's option, at either (i) LIBOR, plus an applicable margin ranging from 0.90% to 1.75% for LIBOR loans, or (ii) alternative 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 with an interest rate swap agreement, which is designated as a cash flow hedge. Based on the terms of the interest rate swap and the Company's current credit rating, the interest rate on the $150 Million Term Loan is effectively fixed at 3.07%.

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Index to Financial Statements

Debt Covenants

As of December 31, 2020, the $300 Million Term Loan, the $150 Million Term Loan, and the Revolving Credit Facility (collectively, the "Debt Facilities") contain representations and warranties, financial and other affirmative and negative covenants, events of defaults, and remedies typical for these types of facilities. The financial covenants as defined in the Debt Facilities:

•limit the ratio of secured debt to total asset value to 40% or less;

•require the fixed charge coverage ratio to be at least 1.50:1.00;

•limit the ratio of debt to total asset value to 60% or less, or 65% or less following a material transaction;

•require the unencumbered interest coverage ratio to be at least 1.75:1.00; and

•limit the unencumbered leverage ratio to 60% or less, or 65% or less following a material transaction.

As of December 31, 2020, Columbia Property Trust was in compliance with the restrictive financial covenants on its Debt Facilities and notes payable obligations.

Fair Value of Debt

The estimated fair value of Columbia Property Trust's consolidated line of credit and notes payable as of December 31, 2020 and 2019, was approximately $564.6 million and $784.1 million, respectively. The related carrying value of the line of credit and notes payable as of December 31, 2020 and 2019, was $560.0 million and $784.0 million, respectively. Columbia Property Trust estimated the fair value of its Revolving Credit Facility and term loans by obtaining estimates for similar 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).

Interest Paid and Capitalized

As of December 31, 2020 and 2019, Columbia Property Trust's weighted-average interest rate on its consolidated line of credit and notes payable was approximately 2.39% and 2.63%, respectively. Columbia Property Trust made interest payments of approximately $19.1 million, $17.9 million, and $22.1 million during 2020, 2019, and 2018, respectively.

Columbia Property Trust 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 2020, Columbia Property Trust capitalized interest of $11.8 million, $9.8 million of which was capitalized to construction in progress, and $2.0 million of which was capitalized to investments in unconsolidated joint ventures. During 2019, Columbia Property Trust capitalized interest of $6.4 million, $5.1 million of which was capitalized to construction in progress and $1.3 million of which was capitalized to investments in unconsolidated joint ventures. For 2020, the weighted average interest rate on Columbia Property Trust's consolidated outstanding borrowings was 2.85%.

Debt Maturities

The following table summarizes the aggregate maturities of Columbia Property Trust's line of credit and notes payable as of December 31, 2020 (in thousands):


2021	$	—
2022	150,000
2023	110,000
2024	300,000
2025	—
Thereafter	—
Total	$	560,000

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Index to Financial Statements

6. Bonds Payable

Columbia has two series of bonds outstanding as of December 31, 2020 and 2019: $350 million of 10-year, unsecured 3.650% senior notes issued at 99.626% of their face value (the "2026 Bonds Payable"); and $350.0 million of 10-year, unsecured 4.150% senior notes issued at 99.859% of their face value (the "2025 Bonds Payable"). Both series of bonds are guaranteed by Columbia Property Trust and require semi-annual interest payments. Upon issuance, a portion of the 2026 Bonds Payable was used to redeem $250.0 million of bonds payable, due in April 2018. During the years ended December 31, 2020 and 2019, Columbia Property Trust made interest payments of $27.3 million on its bonds payable. The principal amount of the 2026 Bonds Payable is due and payable on August 15, 2026, and the principal amount of the 2025 Bonds Payable is due and payable on April 1, 2025. The Bonds Payable were issued by Columbia OP and are fully and unconditionally guaranteed by Columbia Property Trust, Inc.

The 2026 Bonds Payable and the 2025 Bonds Payable contain certain restrictive covenants. These covenants, as defined, pursuant to an indenture:

•limit the ratio of debt to total assets to 60%;

•limit Columbia Property Trust's ability to incur debt if the consolidated income available for debt service to annual debt service charge for four previous consecutive fiscal quarters is less than 1.50:1.00 on a pro forma basis;

•limit Columbia Property Trust's ability to incur liens if, on an aggregate basis for Columbia Property Trust, the secured debt amount would exceed 40% of the value of the total assets; and

•require that the ratio of unencumbered asset value, as defined, to total unsecured debt be at least 150% at all times.

As of December 31, 2020, Columbia Property Trust was in compliance with the restrictive financial covenants on its 2026 Bonds Payable and 2025 Bonds Payable.

The estimated fair value of the 2025 Bonds Payable and the 2026 Bonds Payable as of December 31, 2020 and 2019, was approximately $738.2 million and $734.4 million, respectively. The related carrying value of the bonds payable, net of discounts, as of December 31, 2020 and 2019, was $699.1 million and $698.9 million, respectively. Columbia Property Trust estimated the fair value of the bonds payable based on a discounted cash flow analysis, using observable market data for its bonds payable and similar 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.

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Index to Financial Statements

7. Commitments and Contingencies

Commitments Under Existing Lease Agreements

Certain lease agreements include tenant allowances that, at the option of the tenant, may obligate Columbia Property Trust to expend capital to improve an existing property, or to provide other expenditures for the benefit of the tenant. As of December 31, 2020, the Company is required to fund an additional $52.1 million for construction and tenant improvement allowances related to a vertical expansion project at 80 M Street in Washington, D.C., and $27.6 million related to lobby and tenant improvement allowances for the Pershing lease at 95 Columbus in Jersey City, New Jersey. As of December 31, 2020, accruals have not been recorded for these amounts, as such obligations are recorded as incurred.

Commitments Under Unconsolidated Joint Venture Agreements

Columbia Property Trust's joint venture agreements, including those that are developing or redeveloping properties, provide for capital contributions to be made to the joint ventures by the joint venture partners. As of December 31, 2020, Columbia Property Trust holds nine properties through consolidated and unconsolidated joint ventures, including three that are under development or redevelopment. Capital contributions are payable when a capital call is made by the joint venture, and there are no unfunded capital calls as of December 31, 2020.

Columbia Property Trust guarantees a portion of the debt held by the 799 Broadway Joint Venture. As of December 31, 2020, the 799 Broadway Joint Venture has $140.4 million in outstanding borrowings on the Construction Loan, as further described in Note 4, Unconsolidated Joint Ventures. Pursuant to a joint and several guaranty agreement with the Construction Loan lender, Columbia Property Trust and Normandy 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 December 31, 2020, the remaining equity contribution requirement is $17.9 million, of which $8.9 million reflects Columbia Property Trust's allocated share. Equity contributions become payable by Columbia Property Trust to the joint venture when a capital call is received. As of December 31, 2020, no capital calls remain unpaid; therefore, no liability has been recorded related to this guaranty.

Commitments Under Real Estate Fund Agreements

Columbia Property Trust's Real Estate Fund investments require capital contributions from time to time. As of December 31, 2020, the Company had $3.8 million of unfunded capital contributions, which are callable for the life of the Real Estate Funds, through 2026. Such capital contributions are payable when a capital call is made by the Real Estate Funds, and there are no unfunded capital calls as of December 31, 2020.

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 or financial condition of Columbia Property Trust.

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Index to Financial Statements

8. Stockholders' Equity

Common Stock Repurchase Program

Columbia Property Trust's board of directors authorized the repurchase of up to an aggregate of $200.0 million of its common stock, par value $0.01 per share, from September 4, 2019 through September 4, 2021 (the "2019 Stock Repurchase Program"). Under the 2019 Stock Repurchase Program, Columbia Property Trust acquired 1.2 million shares at an average price of $19.47 per share, for aggregate purchases of $23.3 million during 2020. As of December 31, 2020, $143.3 million remains available for repurchases under the 2019 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.

Long-Term Incentive Plan

Employee Awards

Columbia Property Trust maintains a stockholder-approved, long-term incentive plan that provides for grants of stock to be made to certain employees and independent directors of Columbia Property Trust (as amended and restated, the "LTI Plan"). In May 2017, Columbia Property Trust's stockholders approved the LTI Plan, and 4.8 million shares are authorized and reserved for issuance under the LTI Plan.

Columbia Property Trust's LTI Plan includes both time-based awards and performance-based awards for all participants. Time-based awards vest ratably on each anniversary of the grant date over the next four years. Performance-based restricted stock units (the "Performance-Based RSUs") will vest 75% at the conclusion of a three-year performance period, and the remaining 25% will vest one year later. For 2020, 2019, and 2018 time-based awards, Columbia Property Trust issued 300,141, 176,122, and 128,486 shares of common stock to employees, respectively; and for 2020, 2019, and 2018 performance-based awards Columbia Property Trust granted 297,553, 256,384, and 176,702 restricted stock units, respectively. Upon reaching a predefined performance threshold, the payout of the Performance-Based RSUs will range from 50% to 150% of the Performance-Based RSUs granted, depending on Columbia Property Trust's total stockholder return relative to the FTSE NAREIT Equity Office Index and is contingent upon meeting predetermined minimum performance levels. All awards are expensed over the vesting period based on their estimated fair values. The fair value of time-based awards is estimated using the closing stock price on the grant date, and fair values of performance-based awards are estimated using a Monte Carlo valuation.

On January 1, 2021, Columbia Property Trust granted 418,802 shares of time-based stock awards to employees, which will vest ratably on each anniversary of the grant over the next four years, and granted 511,147 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. Consistent with the prior-year awards, the payout of the 2021 Performance-Based RSUs is contingent upon meeting predetermined minimum performance levels and will be determined based on Columbia Property Trust's total stockholder return relative to the FTSE NAREIT Equity Office Index.

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Index to Financial Statements

Below is a summary of the employee awards issued under the LTI Plan for 2020, 2019, and 2018:


	Restricted Shares				RSUs
	Shares (in thousands)		Estimated Fair Value(1)		Units (in thousands)		Estimated Fair Value(2)
Unvested as of January 1, 2018	389		$	21.85	329		$	—
Granted	139		$	22.97	206		$	20.55
Vested	(153)		$	22.13	(70)		$	19.47
Forfeited	—		$	—	(11)		$	18.60
Unvested as of December 31, 2018	375		$	22.15	454		$	—
Granted	176		$	19.36	257		$	17.66
Vested	(165)		$	21.99	(121)		$	19.08
Forfeited	(12)		$	20.66	(6)		$	18.67
Unvested as of December 31, 2019	374		$	20.96	584		$	18.86
Granted	300		$	21.19	298		$	18.00
Converted(3)	33				(33)
Vested	(210)		$	21.24	(109)		$	18.47
Forfeited	—		$	—	(25)		$	19.24
Unvested as of December 31, 2020	497	(4)	$	20.82	715	(4)	$	18.51

(1)Reflects the weighted-average grant-date fair value using the market closing price on the date of the grant.

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

(3)Reflects 25.0% of the 2017 3-year Performance-Based RSUs granted on January 1, 2017, which converted to Time-Based Restricted shares in January 2020 and will vest in January 2021.

(4)As of December 31, 2020, Columbia Property Trust expects approximately 477,000 of the 497,000 unvested restricted shares to ultimately vest and approximately 686,000 of the 715,000 unvested RSUs to ultimately vest, assuming a forfeiture rate of 4%, which was determined based on peer company data, adjusted for the specifics of the LTI Plan.

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Index to Financial Statements

Director Stock Grants

Columbia Property Trust grants annual equity retainers to its directors under the LTI Plan. During 2020, 2019, and 2018, Columbia Property Trust granted the following equity retainers:


Date of Grant	Shares	Grant-Date Fair Value(1)
May 12, 2020	46,983	$	11.73
March 2, 2020(2)	591	$	19.80
May 14, 2019	28,000	$	22.13
May 14, 2018	31,743	$	22.20

(1)Columbia Property Trust determined the grant-date fair value using the market closing price on the date of the grant.

(2)In March 2020, a new director was appointed to the board of directors of Columbia Property Trust. The new director received a pro-rated annual equity retainer grant at appointment.

Stock-Based Compensation Expense

Columbia Property Trust incurred stock-based compensation expense related to the following events (in thousands):


	2020		2019		2018
Amortization of unvested LTI Plan awards	$	3,875	$	3,282	$	3,800
Future employee awards(1)	4,297		2,720		2,461
Amortization of Preferred OP unit awards issued in connection with the Normandy Acquisition	11,893		—		—
Issuance of shares to independent directors	379		620		705
Total stock-based compensation expense	$	20,444	$	6,622	$	6,966

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

These expenses are included in general and administrative expenses and management fee expense in the accompanying consolidated statements of operations. There were $12.4 million and $9.5 million of unrecognized compensation costs related to unvested awards under the LTI Plan as of December 31, 2020 and 2019, respectively. This amount will be amortized over the respective vesting period, ranging from one year to four years at the time of grant; and as of December 31, 2020, there were $10.3 million of unvested Preferred OP unit awards, which vest over three or four years at time of grant.

9. Noncontrolling Interests

Noncontrolling Interest – Columbia OP

In connection with the Normandy Acquisition, Columbia Property Trust issued 3,264,151 Series A Convertible, Preferred Units of Columbia OP with a liquidation preference of $26.50 per unit (the "Preferred OP Units"). The Preferred OP Units vest over three or four years, subject to certain conditions. The Preferred OP Units are convertible into common units of Columbia OP, which are exchangeable for shares of Columbia Property Trust's common stock on a one-for-one basis, subject to certain terms and conditions. As of December 31, 2020, Columbia Property Trust holds a 97.2% controlling financial interest in Columbia OP. Columbia OP is a VIE in which the Company is the primary beneficiary. Thus, Columbia Property Trust consolidates the accounts of Columbia OP, and reflects the third-party ownership in this entity as noncontrolling interest in the accompanying consolidated balance sheet. As of December 31, 2020, Columbia OP has total assets of $4.0 billion and total liabilities of $1.5 billion.

Noncontrolling Interest – Consolidated Joint Venture

Columbia Property Trust holds a 92.5% controlling financial interest in 101 Franklin Street, a 16-story, 235,000-square-foot office building in Manhattan that will be fully redeveloped through a consolidated joint venture with an affiliate of Normandy. The Company owns an additional 0.15% interest in 101 Franklin Street through its interest in

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Normandy Real Estate Fund IV, L.P. 101 Franklin Street is a VIE in which Columbia Property Trust is the primary beneficiary. Thus, the Company consolidates the accounts of 101 Franklin Street, and reflects the third-party ownership in this entity as noncontrolling interest in the accompanying consolidated balance sheet. As of December 31, 2020, 101 Franklin Street had total assets and liabilities of $4.4 million and $7.8 million, respectively.

10. Supplemental Disclosures of Noncash Investing and Financing Activities

Outlined below are significant noncash investing and financing activities for Columbia Property Trust for the years ended December 31, 2020, 2019, and 2018 (in thousands):


	Years Ended December 31,
	2020		2019		2018
Investment in real estate funded with other assets	$	—	$	—	$	617
Other assets assumed upon acquisition	$	245	$	6	$	259
Operating lease asset and liability assumed at acquisition	$	1,168	$	—	$	—
Other liabilities assumed upon acquisition	$	245	$	137	$	664
Real estate assets transferred to unconsolidated joint venture	$	208,476	$	—	$	—
Other assets transferred to unconsolidated joint venture	$	15,774	$	—	$	—
Other liabilities transferred to unconsolidated joint venture	$	5,824	$	—	$	—
Extinguishment of 263 Shuman Boulevard mortgage note by transferring property to lender	$	—	$	—	$	49,000
Settlement of capital lease obligation with related development authority bonds	$	—	$	—	$	120,000
Amortization of net discounts on debt	$	180	$	180	$	180

Accrued investments in unconsolidated joint ventures	$	—	$	198	$	386
Accrued capital expenditures and deferred lease costs	$	15,959	$	12,944	$	15,145
Operating lease liability recorded at adoption of ASC 842	$	—	$	34,791	$	—
Accrued dividends payable	$	24,038	$	24,209	$	23,340
Cumulative-effect adjustment to equity for the adoption of ASU 2017-05 and 2014-09	$	—	$	—	$	358,098
Market value adjustment to interest rate swaps that qualify for hedge accounting treatment	$	(17,619)	$	(3,445)	$	1,441
Issuance of Preferred OP Units for the Normandy Acquisition	$	55,306	$	—	$	—
Common stock issued to employees and directors, and amortized (net of income tax witholdings)	$	23,689	$	6,622	$	6,966

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11. Leases

Columbia Property Trust as Lessee

Columbia Property Trust is a lessee with respect to 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. Operating lease expense is recognized on a straight-line basis over the lease term, and is recorded as property operating costs for ground leases and as general and administrative or management fee expenses 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 December 31, 2020, Columbia Property Trust has one ground lease at 116 Huntington Avenue in Boston. In August 2020, the Company extended the term of this ground lease to 99.0 years, expiring in 2119, for a $10.0 million payment. As a result, as of December 31, 2020, Columbia Property Trust's ground lease has a remaining lease term of 98.7 years, inclusive of renewal options, which is included in operating lease assets of $39.2 million. Payments for all future periods under this ground lease have already been made. Thus, as of December 31, 2020, operating lease liabilities of $2.2 million include only the present value of future payments due under two office leases, which have a remaining lease term of 2.0 years.

As of December 31, 2020, the future minimum lease payments to be made by Columbia Property Trust under its operating leases are as follows (in thousands):


2021	$	1,369
2022	844
2023	67
2024	—
2025	—
Thereafter	—
Total lease payments	2,280
Less: interest expense	(95)
Present value of lease liabilities	$	2,185
Weighted-average remaining lease term (years)	2.0 years
Weighted-average discount rate	4.5		%

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Columbia Property Trust's operating leases had the following impacts on the consolidated balance sheet (in thousands):


	Ground Leases				Office Lease				Total Operating Leases
	December 31, 2020		December 31, 2019		December 31, 2020		December 31, 2019		December 31, 2020		December 31, 2019
Assets:
Total operating lease assets	$	37,405	$	27,843	$	1,760	$	1,627	$	39,165	$	29,470
Liabilities:
Total operating lease liabilities	$	—	$	—	$	2,185	$	2,186	$	2,185	$	2,186

Columbia Property Trust's operating leases had the following impacts on the consolidated statements of operations (in thousands):


	Ground Leases				Office Lease				Total Operating Leases
	2020		2019		2020		2019		2020		2019
Property operating costs	$	438	$	2,165	$	—	$	—	$	438	$	2,165
Management fee expense	—		—		568		—		568		—
General and administrative	—		—		566		580		566		580
Total operating lease expenses	$	438	$	2,165	$	1,134	$	580	$	1,572	$	2,745

Columbia Property Trust's operating leases had the following impacts on the consolidated statements of cash flows (in thousands):


	Ground Leases				Office Lease				Total Operating Leases
	2020		2019		2020		2019		2020		2019
Cash paid for operating lease liabilities included in cash flows from operations	$	—	$	(1,329)	$	(1,965)	$	(697)	$	(1,965)	$	(2,026)

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 lease revenues on the consolidated statements of operations. If at any point during the term of a lease, it is determined that the collectability of a tenant receivable is not probable, such receivable is written off against lease revenues. Contracts are evaluated at commencement to determine if the contract contains a lease, as defined by ASC 842, and the appropriate classification for such leases. In making this determination, Columbia Property Trust evaluates, among other things, whether the customer has the right to control the use of the identified asset. As of December 31, 2020, the weighted-average remaining term for such leases is approximately 6.0 years.

Lease revenues include fixed and variable payments. Fixed payments primarily relate to base rent and include payments related to lease termination fees; and variable payments primarily relate to tenant reimbursements for

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certain property operating costs. Lease termination fees are recognized on a straight-line basis from the point at which Columbia Property Trust receives notification of termination until the date the tenant loses the right to lease the space and Columbia Property Trust has satisfied all obligations under the lease or termination agreement. During 2020, 2019, and 2018, Columbia Property Trust earned lease termination fees of $13.1 million, $0.4 million, and $2.2 million, respectively. Fixed and variable payments are as follows (in thousands):


	For the Years Ended December 31,
	2020		2019
Fixed payments	$	236,315	$	250,077
Variable payments	25,798		26,072
Total lease revenues	$	262,113	$	276,149

As of December 31, 2020, the future minimum fixed lease payments due to Columbia Property Trust under non-cancelable operating leases are as follows (thousands):


2021	$	182,787
2022	173,442
2023	166,287
2024	166,632
2025	150,358
Thereafter	746,663
Total	$	1,586,169

12. Non-Lease Revenues

Columbia Property Trust applies Accounting Standard Codification 606, Revenues from Contracts with Customers ("ASC 606"), to its non-lease revenue streams outlined below. ASC 606 requires companies to perform a five-step analysis of transactions to determine when and how revenue is recognized. See Note 11, Leases, for information about revenues earned under leases.

Management Fee Revenue

Under asset and property management agreements in place with third parties and certain of its unconsolidated joint ventures, Columbia Property Trust earns revenue for performing asset and property management functions for properties owned by the Real Estate Funds and its joint ventures, as further described in Note 4, Unconsolidated Joint Ventures, as well as third-party-owned properties. During 2020, 2019, and 2018, Columbia Property Trust earned management fee revenues of $38.4 million, $7.5 million, and $7.4 million, respectively, under these agreements. Management services are ongoing and routine, and are provided on a recurring basis. Therefore such fees are recognized ratably over the service period, usually a period of three months. Columbia Property Trust receives payments quarterly for asset management fees and monthly for property management fees.

Construction and Development Fee Income

Under construction and development contracts in place with third-party properties and for certain properties owned by joint ventures and the Real Estate Funds, Columbia Property Trust earns fees related to construction and development project management and supervision. During 2020, Columbia Property Trust earned construction and development fees of $3.4 million. Such fees are included in management fee revenue on the accompanying consolidated statements of operations. Such fees are recognized using a percentage of completion method, measured by the percentage of costs incurred to date as compared with the estimated total costs for each contract.

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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. Such fees are required to be recognized when Columbia Property Trust's obligation to perform is complete, typically upon execution of the lease. Prior to January 1, 2018, such fees were not recognized until billable to the applicable joint venture, typically upon commencement of the lease. During 2020, 2019, and 2018, Columbia Property Trust earned leasing override fees of $0.5 million, $0.1 million, and $0.2 million, respectively, which are included in management fee revenue on the accompanying consolidated statements of operations.

Salary and Other Reimbursement Revenue

Under the property management agreements for third-party-owned properties and certain properties owned through joint ventures and the Real Estate Funds, Columbia Property Trust receives reimbursements for salaries and property operating costs for ongoing and routine services that are provided by Columbia Property Trust employees on a recurring basis. Such revenues are recognized ratably over the service period, usually a period of one month, three months, or one year. During 2020, 2019, and 2018, Columbia Property Trust earned salary and other reimbursement revenue of $14.5 million, $4.5 million, and $4.4 million, respectively. For 2020, these amounts are included in management fee revenues on the accompanying consolidated statements of income, and for 2019 and 2018, these amounts are 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. Such services are ongoing and routine, and are provided on a recurring basis. These revenues are recognized ratably over the service period, usually a period of one month or one quarter. During 2020, 2019, and 2018, Columbia Property Trust earned miscellaneous revenue of $7,000, $260,000, and $745,000, respectively. These amounts are included in other property income on the accompanying consolidated statements of income.

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13. Income Taxes

Columbia Property Trust's income tax basis net income during 2020, 2019, and 2018 (in thousands) follows:


	2020		2019		2018
GAAP basis financial statement net income attributable to common stockholders	$	115,710	$	9,197	$	9,491
Increase (Decrease) in Net Income Resulting From:
Depreciation and amortization expense for financial reporting purposes in excess of amounts for income tax purposes	44,633		41,648		43,753
Rental income accrued for financial reporting purposes in excess of (less than) amounts for income tax purposes	(8,851)		(10,373)		7,145
Net amortization of above-/below-market lease intangibles for financial reporting purposes less than amounts for income tax purposes	(7,156)		(5,107)		(5,990)
Interest expense for financial reporting purposes in excess of amounts for income tax purposes	(6,308)		5,852		—
Bad debt expense for financial reporting purposes less than (in excess of) amounts for income tax purposes	1,073		1		4
Income from unconsolidated joint ventures for financial reporting purposes in excess of amount for income tax purposes	17,352		15,224		16,654
Gains or losses on disposition of real property for financial reporting purposes that are more favorable than amounts for income tax purposes	(145,443)		(57,284)		79,376
Impairment loss on goodwill for financial reporting purposes in excess of amount for income tax purposes	63,806		—		—
Other expenses or revenues for financial reporting purposes in excess of (less than) amounts for income tax purposes	22,232		37,912		(32,342)
Income tax basis net income, prior to dividends-paid deduction	$	97,048	$	37,070	$	118,091

As of December 31, 2020 and 2019, the tax basis carrying value of Columbia Property Trust's total assets was approximately $4.1 billion and $4.4 billion. For income tax purposes, distributions to common stockholders are characterized as ordinary income, capital gains, or as a return of a stockholder's invested capital. Columbia Property Trust's distributions per common share are summarized as follows:


	2020		2019		2018
Ordinary income	100.0	%	53.1	%	100.0	%
Capital gains	—	%	—	%	—	%
Return of capital	—	%	46.9	%	—	%
Total	100.0	%	100.0	%	100.0	%

As of December 31, 2020, returns for the calendar years 2016 through 2020 remain subject to examination by U.S. or various state tax jurisdictions.

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

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financial statements. The income taxes recorded by the TRS Entities for the years ended December 31, 2020, 2019, and 2018, are as follows:


	Years Ended December 31,
	2020		2019		2018
Federal income tax	$	(2,123)	$	14	$	63
State income tax	(683)		6		(26)
Total income tax	$	(2,806)	$	20	$	37

As of December 31, 2020 and 2019, Columbia Property Trust had deferred tax assets of $3.4 million and $0.2 million, respectively, which are included in prepaid expenses and other assets in the accompanying consolidated balance sheets.

14. Earnings Per Share

In computing the basic and diluted earnings per share, net income (loss) attributable to common stockholders has been reduced for the dividends paid on unvested shares granted under the LTI Plan. The following table reconciles the numerator for the basic and diluted earnings-per-share computations shown on the consolidated statements of operations (in thousands):


	2020		2019		2018
Net income (loss)	$	118,396	$	9,064	$	9,491
Net (income) loss attributable to noncontrolling interest in Columbia OP	(3,226)		—		—
Net (income) loss attributable to noncontrolling interest in consolidated joint venture	540		133		—
Net income attributable to common stockholders	115,710		9,197		9,491
Distributions paid on unvested shares	(453)		(310)		(296)
Net income attributable to common stockholders used to calculate basic earnings per share	115,257		8,887		9,195
Net income attributable to noncontrolling interest in Columbia OP	3,226		—		—
Net income attributable to common stockholders and Columbia OP unit-holders used to calculated diluted earnings per share	$	118,483	$	8,887	$	9,195

The following table reconciles the denominator for the basic and diluted earnings-per-share computations shown on the consolidated statements of income (in thousands):


	2020	2019	2018
Weighted-average common shares – basic	114,055	116,261	117,888
Plus Incremental Weighted-Average Shares From Time-Vested Conversions Less Assumed Share Repurchases:
Convertible Preferred OP Units	3,049	—	—
Previously granted LTI Plan awards, unvested	—	114	104
Future LTI Plan awards	3	83	319
Weighted-average common shares – diluted	117,107	116,458	118,311

Certain anti-dilutive stock awards are not included in the current calculation of dilutive weighted average shares, but could be dilutive in the future. As of December 31, 2020, there were 255,000 anti-dilutive shares, and there were no anti-dilutive shares outstanding as of December 31, 2019 and 2018.

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15. Quarterly Results (Unaudited)

Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2020 and 2019 (in thousands, except per-share data):


	2020
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Revenues	$	76,254	$	79,371	$	82,084	$	62,857
Net income attributable to common stockholders	$	6,290	$	5,085	$	5,367	$	98,968	(1)
Net income attributable to common stockholders per share – basic(2)	$	0.05	$	0.04	$	0.05	$	0.87
Net income attributable to common stockholders per share – diluted(2)	$	0.05	$	0.04	$	0.05	$	0.87
Dividends declared per share	$	0.21	$	0.21	$	0.21	$	0.21


	2019
	First Quarter		Second Quarter			Third Quarter			Fourth Quarter
Revenues	$	75,433	$	72,730		$	71,949		$	68,725
Net income (loss) attributable to common stockholders	$	3,513	$	47,747	(3)	$	(20,286)	(4)	$	(21,777)	(5)
Net income (loss) attributable to common stockholders – basic(2)	$	0.03	$	0.41		$	(0.17)		$	(0.19)
Net income (loss) attributable to common stockholders – diluted(2)	$	0.03	$	0.41		$	(0.17)		$	(0.19)
Dividends declared per share	$	0.20	$	0.20		$	0.20		$	0.21

(1)Net loss attributable to common stockholders for the fourth quarter of 2020 includes a gain on sale of real estate assets of $175.3 million, as described in Note 3, Transactions, offset by an impairment loss on goodwill $63.8 million related to the Normandy Acquisition, as described in Note 2, Summary of Significant Accounting Policies.

(2)Quarterly net income (loss) per share – basic and diluted is calculated based on quarterly basic and diluted weighted-average shares outstanding, respectively.

(3)Net income attributable to common stockholders for the second quarter of 2019 includes a gain on sale of real estate assets of $41.9 million, as described in Note 3, Transactions.

(4)Net loss attributable to common stockholders for the third quarter of 2019 includes an impairment loss on real estate of $23.4 million related to sales of real estate assets, as described in Note 3, Transactions.

(5)Net loss attributable to common stockholders for the fourth quarter of 2019 includes an impairment loss on real estate of $20.6 million related to sales of real estate assets, as described in Note 2, Summary of Significant Accounting Policies.

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16. Segment Information

Columbia Property Trust considers geographic location when evaluating its portfolio composition, and in assessing the ongoing operations and performance of its properties. As of December 31, 2020, our reportable segments consist of the four key markets in which we own assets: New York, San Francisco, Washington, D.C., and Boston. The all other office markets reportable segment includes properties that are situated similarly within their geographic markets, typically in sub-markets not located within central business districts, and in which Columbia Property Trust does not have a substantial presence and/or does not plan to make further investments. Upon selling its remaining properties in Atlanta during 2019 and Los Angeles during 2020, Columbia Property Trust has combined Atlanta, Los Angeles, and the all other office markets reportable segments for all periods presented. During the periods presented, there have been no material intersegment transactions.

Net operating income ("NOI") is a non-GAAP financial measure and is not considered a measure of operating results or cash flows from operations under GAAP. NOI is the primary performance measure reviewed by management to assess operating performance of each reportable segment and is calculated by deducting operating expenses from operating revenues. Operating revenues include lease revenues and other property income, and operating expenses include property operating costs. The NOI performance metric consists 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.

Asset information and capital expenditures by 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 income items, are not allocated among segments.

The following table presents property operating revenues by geographic reportable segment (in thousands):


	For the Years Ended December 31,
	2020		2019		2018
New York(1)	$	174,161	$	157,244	$	158,077
San Francisco(2)	134,224		114,295		105,947
Washington, D.C.(3)	58,373		58,200		57,274
Boston	16,090		14,285		13,441
All other office markets	2,567		49,075		65,178
Total office segments	385,415		393,099		399,917
Corporate	(2,156)		3,137		3,165
Total	$	383,259	$	396,236	$	403,082

(1)Includes operating revenues for two unconsolidated properties, based on Columbia Property Trust's ownership interests: 8.65% for Terminal Warehouse from March 13, 2020 (acquisition date) to December 31, 2020; and 49.5% for 114 Fifth Avenue for all periods presented.

(2)Includes operating revenues for three unconsolidated properties, based on Columbia Property Trust's ownership interests: 100.0% for 221 Main Street from January 1, 2018 to October 7, 2020, and 55.0% for 221 Main Street from October 8, 2020 to December 31, 2020; 77.5% for 333 Market Street and University Circle from January 1, 2018 through January 31, 2018; and 55.0% for 333 Market Street and University Circle from February 1, 2018 through December 31, 2020.

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

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


	For the Years Ended December 31,
	2020		2019		2018
Total revenues	$	300,566	$	288,837	$	297,943
Operating revenues included in income (loss) from unconsolidated joint ventures(1)	121,139		114,943		112,523
Less: management fee revenues(2)	(38,446)		(7,544)		(7,384)
Total property operating revenues	$	383,259	$	396,236	$	403,082

(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 12, Non-Lease Revenues, of the accompanying consolidated financial statements.

The following table presents net operating income by geographic reportable segment (in thousands):


	For the Years Ended December 31,
	2020		2019		2018
New York(1)	$	107,956	$	93,112	$	94,765
San Francisco(2)	95,564		83,305		79,354
Washington, D.C.(3)	33,725		33,953		34,750
Boston	9,343		7,539		7,205
All other office markets	1,379		40,029		56,228
Total office segments	247,967		257,938		272,302
Corporate	(1,774)		(904)		(803)
Total	$	246,193	$	257,034	$	271,499

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


	For the Years Ended December 31,
	2020		2019		2018
Net income attributable to common stockholders	$	115,710	$	9,197	$	9,491
Management fee revenues	(38,446)		(7,544)		(7,384)
Depreciation	68,454		78,292		81,795
Amortization	30,578		27,908		32,554
Impairment loss on real estate assets	—		43,941		30,812
Impairment loss on goodwill	63,806		—		—
General and administrative	44,011		32,779		32,979
Management fee expense	31,483		3,567		3,108
Acquisition and restructuring fees	19,004		6,398		—
Net interest expense	36,740		42,997		56,477
Market value adjustments to investment in Real Estate Funds	700		—		—
Interest income from development authority bonds	—		—		(6,871)
(Gain) loss on extinguishment of debt	—		—		(23,340)
Income tax expense	(2,805)		21		37
Adjustments included in loss from unconsolidated joint venture	62,893		61,634		62,603
Gain on sale of unconsolidated joint venture interest	—		—		(762)
Gains on sales of real estate assets	(188,633)		(42,030)		—
Adjustment attributable to noncontrolling interests	2,698		(126)		—
Net operating income	$	246,193	$	257,034	$	271,499

17. Subsequent Events

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

•On February 12, 2021, the board of directors declared dividends for the first quarter of 2021 of $0.21 per share, payable on March 16, 2021, to stockholders of record on March 1, 2021.

•On January 8, 2021, Columbia Property Trust paid an aggregate amount of $24.2 million in dividends for the fourth quarter of 2020 to stockholders of record on December 1, 2020.

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Columbia Property Trust, Inc. Schedule III – Real Estate Assets and Accumulated Depreciation and Amortization December 31, 2020 (in thousands)
							Initial Costs						Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at December 31, 2020						Accumulated Depreciation and Amortization		Date of Construc- tion		Life on Which Depreciation and Amortization is Computed(b)
Description	Location	Owner- ship %		Encum-brances			Land		Buildings and Improvements		Total				Land		Buildings and Improvements		Total(a)					Date Acquired
80 M Street(c)	Washington, D.C.	100	%	None			$	26,248	$	76,269	$	102,517	$	24,158	$	26,806	$	99,869	$	126,675	$	32,979	2001	6/29/2004	0 to 40 years
95 Columbus	Jersey City, NJ	100	%	None			29,061		141,544		170,605		18,153		29,712		159,046		188,758		77,249		1989	10/31/2006	0 to 40 years
650 California Street	San Francisco, CA	100	%	None			75,384		240,441		315,825		27,388		75,384		267,829		343,213		56,528		1964	9/9/2014	0 to 40 years
315 Park Avenue South	New York, NY	100	%	None			119,633		249,510		369,143		39,291		119,633		288,801		408,434		48,987		1910	1/7/2015	0 to 40 years
116 Huntington Avenue	Boston, MA	100	%	None		(d)	—		116,290		116,290		27,505		—		143,795		143,795		32,353		1991	1/8/2015	0 to 40 years
229 West 43rd Street	New York, NY	100	%	None			207,233		292,991		500,224		4,017		207,233		297,008		504,241		56,787		1912/1924/ 1932/1947	8/4/2015	0 to 40 years
249 West 17th Street	New York, NY	100	%	None			113,149		221,517		334,666		7,504		113,149		229,021		342,170		26,275		1902/1909	10/11/2017	0 to 40 years
218 West 18th Street	New York, NY	100	%	None			43,836		139,077		182,913		1,420		43,836		140,497		184,333		17,796		1912	10/11/2017	0 to 40 years
149 Madison Avenue(e)	New York, NY	100	%	None			59,112		28,989		88,101		30,596		59,112		59,585		118,697		—		(e)	11/28/2017	0 to 40 years
101 Franklin Street(e)	New York, NY	92.5	%	None			57,145		149,500		206,645		6,245		57,145		155,745		212,890		—		(e)	12/2/2019	0 to 40 years
201 California Street	San Francisco, CA	100	%	None			77,833		170,754		248,587		3,056		77,833		173,810		251,643		10,461		1948	12/9/2019	0 to 40 years
TOTAL CONSOLIDATED REAL ESTATE ASSETS(f)							$	808,634	$	1,826,882	$	2,635,516	$	189,333	$	809,843	$	2,015,006	$	2,824,849	$	359,415
UNCONSOLIDATED REAL ESTATE ASSETS (presented at 100% of the Joint Venture's Basis)(g):
Market Square	Washington, D.C.	51.00	%	$	325,000		$	152,629	$	450,757	$	603,386	$	(10,340)	$	152,630	$	440,416	$	593,046	$	76,720	1990	10/28/2015	0 to 40 years
University Circle	East Palo Alto, CA	55.00	%	None			27,493		278,288		305,781		(95,138)		27,756		182,887		210,643		19,281		2001/2002/ 2003	7/6/2017	0 to 40 years
333 Market Street	San Francisco, CA	55.00	%	None			114,483		292,840		407,323		(41,230)		114,483		251,610		366,093		29,001		1979	7/6/2017	0 to 40 years
114 Fifth Avenue	New York, NY	49.50	%	None		(h)	—		383,694		383,694		2,301		—		385,995		385,995		65,516		1910	7/6/2017	0 to 40 years
1800 M Street	Washington, D.C.	55.00	%	None			125,735		272,353		398,088		36,072		125,735		308,425		434,160		47,195		1975	10/11/2017	0 to 40 years
799 Broadway(e)	New York, NY	49.70	%	$	140,414		145,991		4,865		150,856		95,136		145,992		100,000		245,992		—		(e)	10/3/2018	0 to 40 years
Terminal Warehouse(e)	New York, NY	8.65	%	$	643,819		154,269		733,034		887,303		179,878		154,036		913,145		1,067,181		36,006		(e)	3/13/2020	0 to 40 years
221 Main Street(i)	San Francisco, CA	55.00	%	None			60,509		147,967		208,476		967		60,509		148,934		209,443		1,851		1974	10/8/2020	0 to 40 years
TOTAL UNCONSOLIDATED REAL ESTATE ASSETS							$	781,109	$	2,563,798	$	3,344,907	$	167,646	$	781,141	$	2,731,412	$	3,512,553	$	275,570

(a)The aggregate cost of consolidated land and buildings and improvements for federal income tax purposes is approximately $2.909 billion.

(b)Columbia Property Trust assets are depreciated or amortized using the straight-line method over the useful lives of the assets by class. Generally, tenant improvements are amortized over the shorter of economic life or lease term; lease intangibles are amortized over the respective lease term; building improvements are depreciated over 5-25 years; and buildings are depreciated over 40 years.

(c)80 M Street and Cranberry Woods Drive are owned directly by Columbia Property Trust, Inc.; therefore, they are not consolidated into Columbia OP.

(d)116 Huntington Avenue is owned subject to a long-term, pre-paid ground lease.

(e)101 Franklin Street, 149 Madison Avenue, 799 Broadway, and Terminal Warehouse are under development.

(f)Consolidated real estate assets excludes $12.1 million of corporate assets.

(g)The aggregate cost of Columbia Property Trust's share of the land and buildings and improvements, net of debt, held by unconsolidated joint ventures for federal income tax purposes is approximately $1.439 billion.

(h)Property is owned subject to a long-term ground lease.

(i)221 Main Street was acquired by Columbia Property Trust on April 22, 2014; it was contributed to an unconsolidated joint venture on October 8, 2020.

S-1

Table of Contents

Index to Financial Statements

Columbia Property Trust, Inc.

Schedule III – Real Estate Assets and Accumulated Depreciation and Amortization

(in thousands)


	For the Years Ended December 31,
	2020			2019		2018
Real Estate:
Balance at beginning of year	$	3,336,448		$	3,345,301	$	3,612,294
Additions to/improvements of real estate	53,673			531,336		87,398
Sale/transfer of real estate	(550,435)		(1)	(456,331)		(313,683)		(2)
Impairment loss on real estate	—			(43,941)		(30,812)
Write-offs of building and tenant improvements	(67)			(270)		(1,464)
Write-offs of intangible assets(3)	(13,086)			(34,039)		(6,131)
Write-offs of fully depreciated assets	(1,684)			(5,608)		(2,301)
Balance at end of year	$	2,824,849		$	3,336,448	$	3,345,301
Accumulated Depreciation and Amortization:
Balance at beginning of year	$	418,979		$	487,485	$	482,627
Depreciation and amortization expense	80,583			90,926		98,858
Sale/transfer of real estate	(126,618)		(1)	(149,708)		(84,965)		(2)
Write-offs of tenant improvements	(53)			(228)		(603)
Write-offs of intangible assets(3)	(11,792)			(3,888)		(6,131)
Write-offs of fully depreciated assets	(1,684)			(5,608)		(2,301)
Balance at end of year	$	359,415		$	418,979	$	487,485

(1)Includes the contribution of 100% of 221 Main Street to an unconsolidated joint venture, in which Columbia Property Trust owned a 55.0% interest as of December 31, 2020.

(2)Includes the contribution of 100% of both University Circle and 333 Market Street to unconsolidated joint ventures, in which Columbia Property Trust owned a 55.0% interest as of December 31, 2020.

(3)Consists of write-offs of intangible lease assets related to lease restructurings, amendments, and terminations.

S-2

Exhibit 4.7

DESCRIPTION OF THE REGISTRANT'S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

The following is a brief description of the common stock, $0.01 par value per share (the “Common Stock”), of Columbia Property Trust, Inc. (the “Company”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”).

Description of Common Stock

General

We were formed under the laws of the state of Maryland. The rights of our stockholders are governed by Maryland law as well as our charter and bylaws. The following summary of the terms of our common stock, the Maryland General Corporation Law (the “MGCL”) and the provisions of our charter and bylaws containing material terms of our common stock is only a summary, and reference should be made to the MGCL and our charter and bylaws for a full description. The following summary is qualified in its entirety by the more detailed information contained in our charter and bylaws. Copies of our charter and bylaws are available upon request.

Common Stock

Subject to any preferential rights of any other class or series of stock and to the provisions of our charter regarding the restrictions on the ownership and transfer of common stock, the holders of common stock are entitled to such distributions as may be authorized from time to time by our board of directors out of legally available funds and declared by us and, upon our liquidation, are entitled to receive all assets available for distribution to our stockholders. All common stock issued and outstanding is fully paid and nonassessable. Holders of common stock will not have preemptive rights, which means that they will not have an automatic option to purchase any new shares that we issue, or preference, conversion, exchange, sinking fund or redemption rights. Our charter provides that our common stockholders generally have no appraisal rights unless our board of directors determines prospectively that appraisal rights will apply to one or more transactions in which holders of our common stock would otherwise be entitled to exercise appraisal rights. Shares of our common stock have equal distribution, liquidation and other rights.

Our board of directors has authorized the issuance of shares of our capital stock without certificates. We do not issue certificates for our shares. Shares are held in “uncertificated” form which eliminates the physical handling and safekeeping responsibilities inherent in owning transferable share certificates and eliminate the need to return a duly executed share certificate to effect a transfer. Information regarding restrictions on the transferability of our shares that, under Maryland law, would otherwise have been required to appear on our share certificates will instead be furnished to stockholders upon request and without charge. We maintain a stock ledger that contains the name and address of each stockholder and the number of shares that the stockholder holds. With respect to uncertificated stock, we will continue to treat the stockholder registered on our stock ledger as the owner of the shares until the new owner delivers a properly executed form to us, which form we will provide to any registered holder upon request.

Preferred Stock

Our charter authorizes our board of directors to designate and issue one or more classes or series of preferred stock without stockholder approval. Our board of directors may determine the relative rights, preferences and privileges of each class or series of preferred stock so issued, which may be more beneficial than the rights, preferences and privileges attributable to the common stock. The issuance of preferred stock could have the effect of delaying or preventing a change in control. We currently have no preferred stock issued or outstanding. Our board of directors has no present plans to issue preferred stock, but may do so at any time in the future without stockholder approval.

Power to Reclassify Our Unissued Shares of Stock

Our charter authorizes our board of directors to classify any unissued shares of preferred stock and to reclassify any previously classified but unissued shares of common or preferred stock into one or more classes or series of preferred stock without any action by our stockholders. Prior to the issuance of shares of each class or series, our board of directors is required by Maryland law and by our charter to set, subject to the provisions of our charter regarding the restrictions on transfer and ownership of our stock, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption of each such class or series. As a result, our board of directors could authorize the issuance of shares of preferred stock that have priority over shares of our common stock with respect to dividends or other distributions or rights upon liquidation or with other terms and conditions that could have the effect of delaying, deferring or preventing a transaction or a change of control of our company that might involve a premium price for holders of our common stock or that our common stockholders otherwise believe to be in their best interests. As of the date hereof, no shares of preferred stock are outstanding and we have no present plans to issue any shares of preferred stock.

Power to Increase or Decrease Authorized Shares of Common Stock and Issue Additional Shares of Common and Preferred Stock

Our charter authorizes our board of directors to amend our charter without stockholder approval to increase or decrease the number of authorized shares of stock, to issue additional authorized but unissued shares of common or preferred stock and to classify or reclassify unissued shares of common or preferred stock and thereafter to issue such classified or reclassified shares of stock without any action by our stockholders. We believe that the power to classify or reclassify unissued shares of stock and thereafter issue the classified or reclassified shares provides us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise. The additional classes or series, as well as the additional authorized shares of common stock, will be available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange or market system on which our securities may be listed or traded. Although our board of directors does not currently intend to do so, it could authorize us to issue a class or series of stock that could, depending upon the terms of the particular class or series, delay, defer or prevent a transaction or a change of control of our company that might involve a premium price for holders of our common stock or that our common stockholders otherwise believe to be in their best interests.

Meetings and Special Voting Requirements

Subject to our charter restrictions on ownership and transfer of our stock and except as may otherwise be specified in the terms of any class or series of common stock, each holder of common stock is entitled at each meeting of stockholders to one vote per share owned by such stockholder on all

matters submitted to a vote of stockholders, including the election of directors. Each of our directors is elected to serve for a one-year term, until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies. There is no cumulative voting in the election of our board of directors. A nominee for director is elected only if such nominee receives the affirmative vote of a majority of the total votes cast with respect to such nominee, provided that if the number of nominees exceeds the number of directors to be elected, the directors are elected by a plurality of the votes cast in the election of the directors.

An annual meeting of our stockholders will be held each year. Special meetings of stockholders may be called by our board of directors, the chairman of the board, the president or the chief executive officer and, subject to certain procedural requirements set forth in our bylaws, must be called by our Secretary to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast at least a majority of the votes entitled to be cast on such matter at such meeting. The presence, either in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at a meeting on any matter will constitute a quorum.

Pursuant to our charter and the MGCL, we cannot dissolve, amend our charter, merge, convert, sell all or substantially all of our assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business unless declared advisable by our board of directors and approved by the affirmative vote of stockholders entitled to cast at least a majority of all the votes entitled to be cast on the matter. However, under the MGCL and our charter, the following events do not require stockholder approval:

•stock exchanges in which we are the successor; and

•transfers of less than substantially all of our assets.

Also, our operating assets are held by our subsidiaries and these subsidiaries may be able to merge or sell all or substantially all of their assets without the approval of our stockholders.

No Stockholder Rights Plan

We have no stockholder rights plan. Our bylaws contain a provision preventing the board of directors from adopting a stockholder rights plan without the prior approval of the stockholders unless such plan provides that it will expire within one year of adoption unless ratified by the stockholders before the plan expires. Our bylaws further prevent the board of directors from amending this limitation without stockholder approval.

Business Combinations

Under the MGCL, certain “business combinations” (including a merger, consolidation, share exchange or, in certain circumstances, an asset transfer or issuance or reclassification of equity securities) between a Maryland corporation and any interested stockholder, or an affiliate of such an interested stockholder, are prohibited for five years following the most recent date on which the interested stockholder became an interested stockholder. Maryland law defines an interested stockholder as:

•any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock after the date on which the corporation had 100 or more beneficial owners of its stock; or

•an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question and after the date on which the corporation had 100 or more beneficial owners of its stock, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding stock of the corporation.

After such five-year period, any such business combination must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:

•80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and

•two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom (or with whose affiliate) the business combination is to be effected or held by an affiliate or associate of the interested stockholder.

These supermajority approval requirements do not apply if, among other conditions, the corporation’s common stockholders receive a minimum price (as defined in the MGCL) for their shares and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares.

These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by a corporation’s board of directors prior to the time that the interested stockholder becomes an interested stockholder. Our board of directors has adopted a resolution exempting any business combinations between us and any other person or entity from the business combination provisions of the MGCL. Our bylaws provide that this resolution may only be revoked, altered or amended, and the board of directors may only adopt any resolution inconsistent with this resolution (including an amendment to that provision), with the affirmative vote of a majority of the votes cast on the matter by holders of outstanding shares of the Company's common stock. However, we cannot assure you that our board of directors will not recommend to stockholders that the board of directors revoke, alter or amend this resolution in the future.

Control Share Acquisitions

The MGCL provides that holders of “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights with respect to any control shares except to the extent approved at a special meeting of stockholders by the affirmative vote of at least two-thirds of the votes entitled to be cast on the matter, excluding shares of stock of a corporation in respect of which any of the following persons is entitled to exercise or direct the exercise of the voting power of such shares in the election of directors: (a) a person who makes or proposes to make a control share acquisition; (b) an officer of the corporation; or (c) an employee of the corporation who is also a director of the corporation. “Control shares” are voting shares of stock which, if aggregated with all other such shares of stock previously acquired by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting power:

•one-tenth or more but less than one-third;

•one-third or more but less than a majority; or

•a majority or more of all voting power.

Control shares do not include shares that the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition, directly or indirectly, of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses and making an “acquiring person statement” as described in the MGCL), may compel our board of directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares acquired or to be acquired in the control share acquisition. If no request for a special meeting is made, the corporation may itself present the question at any stockholders meeting.

If voting rights of control shares are not approved at the meeting or if the acquiring person does not deliver an “acquiring person statement” as required by the statute, then, subject to certain conditions and limitations, the corporation may redeem any or all of the control shares (except those for which voting rights have previously been approved) for fair value determined, without regard to the absence of voting rights for the control shares, as of the date of any meeting of stockholders at which the voting rights of such shares are considered and not approved or, if no such meeting is held, the date of the last control share acquisition by the acquirer. If voting rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights, unless appraisal rights are eliminated under the charter. Our charter eliminates all appraisal rights of stockholders.

The control share acquisition provisions of the MGCL do not apply to: (a) shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction, or (b) acquisitions approved or exempted by the charter or bylaws of the corporation.

Our bylaws contain a provision exempting the Company from the control share acquisition provisions of the MGCL. This provision may be amended only with the affirmative vote of a majority of the votes entitled to be cast on such an amendment by holders of outstanding shares of our common stock.

Unsolicited Takeovers

Under Subtitle 8 of Title 3 of the MGCL, a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three directors who are not officers or employees of the corporation, and who are not affiliated with a person who is seeking to acquire control of the corporation, may elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to any or all of the following five provisions:

•a classified board requirement;

•a two-thirds vote requirement for removing a director;

•a requirement that the number of directors be fixed only by vote of the directors;

•a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred; or

•a requirement for the calling of a special meeting of stockholders only at the written request of stockholders entitled to cast at least a majority of the votes at the meeting.

Our charter provides that our board of directors may not take action to elect to be subject to the provisions of Subtitle 8 except 3-804(c) of the MGCL, which permits a company to include a provision in its charter requiring a vacancy on the board of directors be filled only by the remaining directors and any director so elected to serve for the remainder of the full term of the class of directors in which the vacancy occurred, which provision is included in our charter. Through a provision in our bylaws unrelated to Subtitle 8, we require, unless called by our board of directors, the chairman of the board, the president or the chief executive officer, the request of stockholders entitled to cast not less than a majority of all votes entitled to be cast on any matter that may properly be considered at a meeting of stockholders to call a special meeting to consider and vote on such matter. As a result, the effect of the restriction on electing to be subject to the provisions of Subtitle 8 is to prevent us, without the approval of the stockholders, from (1) classifying our board of directors, (2) raising the threshold for removal of a director from a majority to two-thirds of the votes entitled to be cast generally in the election of directors, or (3) negating the stockholders’ power to amend the bylaws to fix the number of directorships.

Restriction on Transfer and Ownership of Shares

In order for us to qualify as a real estate investment trust, or REIT, not more than 50% of our outstanding shares may be owned by any five or fewer individuals, including some tax-exempt entities. In addition, the outstanding shares must be owned by 100 or more persons independent of us and each other during at least 335 days of a 12-month taxable year or during a proportionate part of a shorter taxable year. We may prohibit certain acquisitions and transfers of shares so as to ensure our continued qualification as a REIT under the Internal Revenue Code.

In order to assist us in preserving our status as a REIT, our charter contains a limitation on ownership that prohibits any person or group of persons from acquiring, directly or indirectly, beneficial ownership of more than 9.8% in value of our outstanding shares of capital stock or more than 9.8% in value or in number of shares, whichever is more restrictive, of our outstanding shares of common stock.

Shares which, if transferred, would be in excess of the ownership limit will be designated as “shares-in-trust” and will be transferred automatically to a trust effective on the day before the reported transfer of such shares. The record holder of the shares that are designated as shares-in-trust will be required to submit such number of shares to us in the name of the trustee of the trust. We will designate a trustee of the share trust that will not be affiliated with us. We will also name one or more charitable organizations as a beneficiary of the share trust. Shares-in-trust will remain issued and outstanding shares and will be entitled to the same rights and privileges as all other shares of the same class or series. The trustee will receive all dividends and other distributions on the shares-in-trust and will hold such dividends or other distributions in trust for the benefit of the beneficiary. The trustee will vote all shares-in-trust during the period they are held in trust. If the transfer to the trust would not be effective for any reason to prevent a violation of the share ownership limitation, our charter provides that the transfer of that number of shares that would otherwise cause the violation will be null and void and the intended transferee will acquire no rights in such shares. Upon receipt of information (including certain representations and undertakings required by our charter) that a proposed transfer of shares would not violate the provisions of the Internal Revenue Code for qualification as a REIT, our board of directors, in its sole discretion, may exempt a person from the share ownership limitation or establish or increase an excepted holder limit for such person.

At our direction, the trustee will transfer the shares-in-trust to a person whose ownership will not violate the ownership limit. The transfer must be made within 20 days of our receipt of notice that shares have been transferred to the trust. During this 20-day period, we will have the option of

redeeming such shares. Upon any such transfer or redemption, the purported transferee or holder will receive a per share price equal to the lesser of (1) the price per share in the transaction that created such shares-in-trust (or, in the case of a devise or gift, the market price per share at the time of the devise or gift), or (2) in the case of a transfer, the price per share received by the trustee from the transfer of the shares-in trust and, in the case of a redemption, the market price per share on the date of the redemption.

Any person who (1) acquires shares in violation of the foregoing restrictions or who would have owned shares that were transferred to any such trust is required to give immediate written notice to us of such event, or (2) proposes or attempts to transfer shares subject to such limitations is required to give us 15 days written notice prior to such transaction. In both cases, such persons shall provide to us such other information as we may request in order to determine the effect, if any, of such transfer on our status as a REIT.

The foregoing restrictions will continue to apply until we determine that (1) it is no longer in our best interest to attempt to, or continue to, qualify as a REIT or (2) compliance with such restrictions is no longer required for REIT qualification.

The ownership limit does not apply to the underwriter in a public offering of shares or to a person or persons exempted from the ownership limit by our board of directors based upon appropriate assurances, including certain representations and undertakings required by our charter, that our qualification as a REIT is not jeopardized.

Any person who owns 5% or more of the outstanding shares during any taxable year will be asked to deliver a statement or affidavit setting forth the number of shares beneficially owned, directly or indirectly.

Dividends

We are required to make distributions sufficient to satisfy the requirements for qualification as a REIT for tax purposes. Generally, income distributed as dividends will not be taxable to us under the Internal Revenue Code if we distribute at least 90% of our taxable income. One of our primary goals is to pay regular quarterly distributions to our stockholders. Distributions will be paid to investors who are stockholders as of the record dates selected by our board of directors. Distributions are declared at the discretion of our board of directors.

Stockholder Liability

The MGCL provides that our stockholders:

•are not liable personally or individually in any manner whatsoever for any debt, act, omission or obligation incurred by us or our board of directors; and

•are under no obligation to us or our creditors with respect to their shares other than the obligation to pay to us the full amount of the consideration for which their shares were issued.

Advance Notice of Director Nominations and New Business

Our bylaws provide that:

•with respect to an annual meeting of stockholders, nominations of individuals for election to the board of directors and the proposal of business to be considered by stockholders at the annual meeting may be made only:

◦pursuant to our notice of the meeting;

◦by or at the direction of our board of directors; or

◦by a stockholder who was a stockholder of record both at the time of giving of the notice required by our bylaws and at the time of the annual meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on such other business and who has provided notice to us with respect to the time period containing the information and certifications, required by the advance notice procedures set forth in our bylaws.

•with respect to special meetings of stockholders, only the business specified in our notice of meeting may be brought before the meeting of stockholders, and nominations of individuals for election to our board of directors may be made only:

◦by or at the direction of our board of directors; or

◦provided that the meeting has been called for the purpose of electing directors, by a stockholder who is a stockholder of record both at the time of giving of the notice required by our bylaws and at the time of the meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has provided notice to us within the time period and containing the information and certifications required by the advance notice procedures set forth in our bylaws.

The purpose of requiring stockholders to give advance notice of nominations and other proposals is to afford our board of directors the opportunity to consider the qualifications of the proposed nominees or the advisability of the other proposals and, to the extent considered necessary by our board of directors, to inform stockholders and make recommendations regarding the nominations or other proposals. The advance notice procedures also permit a more orderly procedure for conducting our stockholder meetings.

Exhibit 10.6


FORM OF NOTICE OF GRANT OF RESTRICTED STOCK AWARD UNDER THE COLUMBIA PROPERTY TRUST, INC. AMENDED AND RESTATED 2013 LONG-TERM INCENTIVE PLAN GRANTEE: ____________

This Notice of Grant of Restricted Stock Award evidences the award of ______ restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the Common Stock of Columbia Property Trust, Inc., a Maryland corporation (the “Company”), granted to you, ______________, effective as of _____________ (the “Grant Date”), pursuant to the Columbia Property Trust, Inc. Amended and Restated 2013 Long-Term Incentive Plan (the “Plan”). This Notice of Grant of Restricted Stock Award constitutes part of and is subject to the terms and provisions of, the attached Restricted Stock Agreement (the “Agreement”) and the Plan, which are incorporated by reference herein.

1. Terminology. Unless otherwise provided in this Notice of Grant of Restricted Stock Award, capitalized words used herein are defined in the Glossary at the end of the Agreement.

2. Vesting.

(a) So long as your Service is continuous from the Grant Date through the applicable date upon which vesting is scheduled to occur, _____% of the Award Shares will vest and become nonforfeitable on each of the _______________ anniversary of the Grant Date, such that 100% of the Award Shares will be vested and nonforfeitable on the _________ anniversary of the Grant Date.

(b) All outstanding Award Shares that are then unvested will vest and become nonforfeitable on the earliest date on which any of the following events occurs:

(i) your death;

(ii) the termination of your Service due to Disability;

(iii) the Company’s termination of your Service without Cause;

(iv) the termination of your Service due to Good Reason; or

(v) a Qualified Change in Control.

(c) Except for the circumstances, if any, described in Section 2(b) above, your written employment contract with the Company in effect at the time of issuance (if any) or as otherwise determined by the Administrator pursuant to the Plan, none of the Award Shares will become vested and nonforfeitable after your Service with the Company ceases.

3. Termination of Service. If your Service with the Company ceases for any reason, except as otherwise specified in Section 2, your written employment contract with the Company in effect at the time at issue (if any) or as otherwise determined by the Administrator pursuant to the Plan, all Award

Shares that are not then vested and nonforfeitable will be immediately forfeited by you and transferred to the Company upon such cessation for no consideration.

IN WITNESS WHEREOF, the Company has caused this Notice of Grant of Restricted Stock Award to be executed by its duly authorized officer.



Columbia Property Trust, Inc.						Date

Enclosures: Restricted Stock Agreement

Prospectus for the Columbia Property Trust, Inc. Amended and Restated 2013 Long-Term Incentive Plan

FORM OF

RESTRICTED STOCK AGREEMENT

UNDER THE

COLUMBIA PROPERTY TRUST, INC. AMENDED AND RESTATED 2013 LONG-TERM INCENTIVE PLAN

This Restricted Stock Agreement and all of the provisions of the Columbia Property Trust, Inc. Amended and Restated 2013 Long-Term Incentive Plan (the “Plan”) are incorporated into your restricted stock award, the specifics of which are described on the “Notice of Grant of Restricted Stock Award” (the “Notice”) that you received. Effective as of the Grant Date set forth in the Notice, this Restricted Stock Agreement, the Plan and the Notice, taken together, constitute a binding and enforceable contract respecting your restricted stock award.

1. Terminology. Capitalized terms and phrases used in this document that are not otherwise defined in the Notice are defined in the Glossary at the end of this Agreement or in the Plan.

2. Vesting.

(a) So long as your Service is continuous from the Grant Date through the applicable date upon which vesting is scheduled to occur, the Award Shares will become vested and nonforfeitable in accordance with the vesting schedule set forth in the Notice.

(b) All outstanding Award Shares that are then unvested will vest and become nonforfeitable on the earliest date on which any of the following events occurs:

(i) your death;

(ii) the termination of your Service due to Disability;

(iii) the Company’s termination of your Service without Cause

(iv) the termination of your Service due to Good Reason; or

(v) a Qualified Change in Control.

3. Termination of Employment or Service.

(a) If your Service with the Company ceases for any reason, except as otherwise specified in Section 2, your written employment contract with the Company in effect at the time at issue (if any) or as otherwise determined by the Administrator pursuant to the Plan, all Award Shares that are not then vested and nonforfeitable will be immediately forfeited by you and transferred to the Company upon such cessation for no consideration. Any accrued dividends attributable to such forfeited Award Shares shall also be forfeited if and when the Award Shares are forfeited.

(b) Upon the forfeiture of any unvested Award Shares in accordance with Section 3(a), (i) your right to vote and to receive cash dividends on, and all other rights, title or interest in, to or with respect to, the forfeited Award Shares shall automatically, without further act, terminate and (ii) the forfeited Award Shares shall be returned to the Company. By accepting this grant of Award Shares, you: (i) irrevocably appoint (which appointment is coupled with an interest) the Company as your agent

and attorney-in-fact to take any necessary or appropriate action to cause the forfeited Award Shares to be returned to the Company, including, without limitation, executing and delivering stock powers and instruments of transfer, making endorsements and/or making, initiating or issuing instructions or entitlement orders, all in your name and on your behalf; and (ii) ratify and approve all acts done by the Company as such attorney-in-fact. Any transfer agent for the Common Stock of the Company is fully authorized and protected in relying on, and shall incur no liability in acting on, any documents, instruments, endorsements, instructions, orders or communications from the Company in connection with the forfeited Award Shares or the transfer thereof, and any such transfer agent is a third party beneficiary of this Agreement.

4. Restrictions on Transfer.

(a) Until an Award Share becomes vested and nonforfeitable, it may not be sold, assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise), except by will or the laws of descent and distribution, and shall not be subject to execution, attachment or similar process.

(b) Any attempt to dispose of any such Award Shares in contravention of the restrictions set forth in Section 4(a) shall be null and void and without effect. The Company shall not be required to: (i) transfer on its books any Award Shares that have been sold or transferred in contravention of this Agreement; or (ii) treat as the owner of Award Shares, or otherwise accord voting, dividend or liquidation rights to, any transferee to whom Award Shares have been transferred in contravention of this Agreement.

5. Stock Certificates.

(a) You are reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company or agent appointed by the Administrator will hold the share certificates for safekeeping, or the Company may otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable. Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend to the effect that you may not sell, assign, transfer, pledge, or hypothecate the Award Shares. As soon as practicable after vesting of an Award Share, the Company will continue to retain such Award Share in uncertificated book entry form but remove the restrictions on transfer on its books with respect to such Award Share. Alternatively, upon your request, the Company will deliver a share certificate to you or deliver a share electronically or in certificate form to your designated broker on your behalf, for the vested Award Share.

(b) You are not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Award Shares, the consideration for which shall be past services actually rendered or, if none, future services to be rendered to the Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, you shall furnish consideration in the form of cash or past services rendered to the Company or for its benefit having a value not less than the par value of the Award Shares.

6. Tax Election and Tax Withholding.

(a) You shall make adequate provision for foreign (non-United States), federal, state and local taxes and social insurance contributions required by law to be withheld, if any, which arise in

connection with the grant or vesting of the Award Shares. The Company shall have the right to deduct from any compensation or any other payment of any kind due you (including withholding the issuance or delivery of shares of Common Stock or redeeming vested Award Shares) the amount of any foreign (non-United States), federal, state or local taxes and social insurance contributions required by law to be withheld as a result of the grant or vesting of the Award Shares in whole or in part; provided, however, that the value of the shares of Common Stock withheld may not exceed the statutory minimum withholding amount required by law. In lieu of such deduction, the Company may require you to make a cash payment to the Company equal to the amount required to be withheld. If you do not make such payment when requested, the Company may refuse to issue any stock certificate under this Agreement or otherwise release for transfer any such shares until arrangements satisfactory to the Company for such payment have been made.

(b) The Company may, in its sole discretion, permit or require you to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with the Award Shares either by withholding from the shares to be released upon vesting that number of shares, or delivering to the Company already-owned shares, in either case having a fair market value equal to no more than the amount necessary to satisfy the statutory minimum withholding amount due. By accepting this grant of Award Shares, you: (i) irrevocably appoint (which appointment is coupled with an interest) the Administrator as your agent and attorney-in-fact to take any necessary or appropriate action to cause a number of Award Shares determined in accordance with the immediately preceding sentence to be returned to the Company, including, without limitation, executing and delivering stock powers and instruments of transfer, making endorsements and/or making, initiating or issuing instructions or entitlement orders, all in your name and on your behalf; and (ii) ratify and approve all acts done by the Administrator as such attorney-in-fact. Any transfer agent for the Common Stock of the Company is fully authorized and protected in relying on, and shall incur no liability in acting on, any documents, instruments, endorsements, instructions, orders or communications from the Administrator in connection with such Award Shares or the transfer thereof, and any such transfer agent is a third party beneficiary of this Agreement.

(c) You have been advised by the Company to seek independent tax advice from your own advisors regarding the availability and advisability of making an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, and that any such election, if made, must be made within 30 days of the Grant Date. You are solely responsible for filing any such Section 83(b) election with the appropriate governmental authorities, irrespective of the fact that such election is also delivered to the Company. You may not rely on the Company or any of its officers, directors or employees for tax or legal advice regarding this award. By accepting this grant of Award Shares, you acknowledge that you have sought tax and legal advice from your own advisors regarding this award or have voluntarily and knowingly foregone such consultation.

7. Adjustments for Corporate Transactions and Other Events.

(a) Stock Dividend, Stock Split and Reverse Stock Split. Upon a stock dividend of, or stock split or reverse stock split affecting, the Common Stock, the number of Award Shares and the number of such Award Shares that are nonvested and forfeitable shall, without further action of the Administrator, be adjusted to reflect such event. The Administrator shall make adjustments, in its discretion, to address the treatment of fractional shares with respect to the Award Shares as a result of the stock dividend, stock split or reverse stock split; provided that such adjustments do not result in the issuance of fractional Award Shares. Adjustments under this Section 7 will be made by the Administrator, whose determination regarding such adjustments will be final, binding and conclusive.

(b) Binding Nature of Agreement. The terms and conditions of this Agreement shall apply with equal force to any additional and/or substitute securities received by you in exchange for, or by virtue of your ownership of, the Award Shares, to the same extent as the Award Shares with respect to which such additional and/or substitute securities are distributed, whether as a result of any spin-off, stock split-up, stock dividend, stock distribution, other reclassification of the Common Stock of the Company, or similar event, except as otherwise determined by the Administrator. If the Award Shares are converted into or exchanged for, or stockholders of the Company receive by reason of any distribution in total or partial liquidation or pursuant to any merger of the Company or acquisition of its assets, securities of another entity, or other property (including cash), then the rights of the Company under this Agreement shall inure to the benefit of the Company’s successor, and this Agreement shall apply to the securities or other property (including cash) received upon such conversion, exchange or distribution in the same manner and to the same extent as the Award Shares.

8. Non-Guarantee of Employment or Service Relationship. Nothing in the Plan or this Agreement shall alter your at-will or other employment status or other service relationship with the Company, nor be construed as a contract of employment or service relationship between the Company and you, or as a contractual right of you to continue in the employ of, or in a service relationship with, the Company for any period of time, or as a limitation of the right of the Company to discharge you at any time with or without cause or notice and whether or not such discharge results in the forfeiture of any Award Shares or any other adverse effect on your interests under the Plan.

9. Rights as Stockholder. Except as otherwise provided in this Agreement with respect to the nonvested and forfeitable Award Shares, you will possess all incidents of ownership of the Award Shares, including the right to vote the Award Shares and receive dividends and/or other distributions declared on the Award Shares. All regular cash dividends on the Award Shares held by the Company will be paid directly to you on the dividend payment date. If any dividends or distributions are paid in shares, such shares will be held by the Company (or an agent appointed by the Company) subject to the same restrictions on transferability and forfeiture as the Award Shares with respect to which they were granted.

10. The Company’s Rights. The existence of the Award Shares shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company's assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

11. Notices. All notices and other communications made or given pursuant to this Agreement shall be in writing and shall be sufficiently made or given if hand delivered or mailed by certified mail, addressed to you at the address contained in the records of the Company, or addressed to the Administrator, care of the Company for the attention of its Corporate Secretary at its principal executive office or, if the receiving party consents in advance, transmitted and received via facsimile or other electronic transmission mechanism as may be available to the parties.

12. Entire Agreement. This Agreement, the Plan Participant Acknowledgement and the Notice contain the entire agreement between the parties with respect to the Award Shares granted

hereunder, subject to any provision in your written employment or service contract with the Company in effect at the time at issue (if any) with respect to the vesting of or other terms applicable to the Award Shares. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement with respect to the Award Shares granted hereunder shall be void and ineffective for all purposes.

13. Amendment. This Agreement and the Notice may be amended from time to time by the Administrator in its discretion; provided, however, that this Agreement may not be amended in a manner that would materially impair your rights with respect to the Award Shares, as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by each of the parties hereto.

14. Conformity with Plan. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern. A copy of the Plan is available upon request to the Administrator.

15. Governing Law. The validity, construction and effect of this Agreement, and of any determinations or decisions made by the Administrator relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement, shall be determined exclusively in accordance with the laws of the State of Maryland, without regard to its provisions concerning the applicability of laws of other jurisdictions. By accepting this grant of Award Shares, you: (i) agree not to bring any action arising under, as a result of, pursuant to or relating to, this Agreement in any court other than a federal or state court in Atlanta, Georgia; (ii) submit to the personal jurisdiction and venue of such courts; and (iii) agree you will not deny or attempt to defeat such personal jurisdiction or object to venue by motion or other request for leave from any such court.

16. Resolution of Disputes. Any dispute or disagreement which shall arise under, or as a result of, or pursuant to or relating to, this Agreement shall be determined by the Administrator in good faith in its sole discretion, and any such determination or any other determination by the Administrator under or pursuant to this Agreement and any interpretation by the Administrator of the terms of this Agreement, will be final, binding and conclusive on all persons affected thereby. Before you may bring any legal action arising under, as a result of, pursuant to or relating to, this Agreement you shall first exhaust your administrative remedies before the Administrator. In the event that the Administrator does not resolve any dispute or disagreement arising under, as a result of, pursuant to or relating to, this Agreement to your satisfaction, no legal action may be commenced or maintained relating to this Agreement more than twenty-four (24) months after the Administrator’s decision.

17. Headings. The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

18. No Future Entitlement. The grant of these Award Shares is a one-time benefit which does not create any contractual or other right to receive future grants of stock, or compensation in lieu of stock grants, even if stock grants have been granted repeatedly in the past. All determinations with respect to any such future grants, including, but not limited to, the times when stock grants shall be granted, the maximum number of shares subject to each stock grant, and the times or conditions under which restrictions on such stock grants shall lapse, will be at the sole discretion of the Administrator. The value of this stock grant shall not be included in calculating any termination, severance, resignation,

redundancy, end of service payments or similar payments, or bonuses, long-service awards, pension or retirement benefits. The vesting of these Award Shares ceases upon termination of employment with the Company or transfer of employment from the Company, or other cessation of eligibility for any reason, except as may otherwise be explicitly provided in this Agreement. The Company does not guarantee any future value of these Award Shares. No claim or entitlement to compensation or damages arises if these Award Shares do not increase in value and you irrevocably release the Company from any such claim that does arise.

19. Personal Data. For purposes of the implementation, administration and management of the stock grant or the effectuation of any acquisition, equity or debt financing, joint venture, merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock, sale of material assets or other similar corporate transaction involving the Company (a “Corporate Transaction”), by accepting this grant of Award Shares, you consent to the collection, receipt, use, retention and transfer, in electronic or other form, of your personal data by and among the Company and its third party vendors or any potential party to a potential Corporate Transaction. Personal data (including but not limited to, name, home address, telephone number, employee number, employment status, social security number, tax identification number, date of birth, nationality, job and payroll location, data for tax withholding purposes and shares awarded, cancelled, vested and unvested) may be transferred to third parties assisting in the implementation, administration and management of the stock grant or the effectuation of a Corporate Transaction. Such recipients may be located in your country or elsewhere, and the recipient’s country may have different data privacy laws and protections than your country. Data will be held only as long as is necessary to implement, administer and manage the stock grant or effect a Corporate Transaction. You may, at any time, request a list with the names and addresses of any potential recipients of the personal data, view data, request additional information about the storage and processing of data, require any necessary amendments to data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Secretary, provided, however, that refusing or withdrawing your consent may affect your ability to accept a stock grant.

20. Consideration for Award Shares. To ensure compliance with applicable state corporate law, the Company may require you to furnish consideration in the form of cash or cash equivalents equal to the par value of the Award Shares, and the Company may withhold such amount from remuneration otherwise due you from the Company.

21. Recovery of Award Shares. The Award Shares shall be subject to any and all policies, guidelines, codes of conduct, or other agreement or arrangement adopted by the Company with respect to the recoupment, recovery or clawback of compensation.

{Glossary begins on next page}

GLOSSARY

(a)“Administrator” means the Board of Directors of Columbia Property Trust, Inc. or such committee or committees appointed by the Board to administer the Plan.

(b)“Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with Columbia Property Trust, Inc. (including but not limited to joint ventures, limited liability companies and partnerships). For this purpose, “control” means ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity.

(c)“Cause” has the meaning ascribed to such term or words of similar import in your written employment or service contract with the Company as in effect at the time at issue and, in the absence of such agreement or definition, means any of the following: (i) any willful misconduct by you in connection with the Company’s or any Subsidiary’s business or relating to your duties or a willful violation of law by you in connection with the Company’s or any Subsidiary’s business or relating to your duties; (ii) an act of fraud, conversion, misappropriation or embezzlement by you with respect to the Company’s or any Subsidiary’s assets or business or assets in the possession or control of the Company or any Subsidiary; (iii) your conviction of, indictment for (or its procedural equivalent) or entering a guilty plea or plea of no contest with respect to a felony involving moral turpitude or related to the performance of your duties or that materially impacts the Company; (iv) any act of dishonesty committed by you in connection with the Company’s or any Subsidiary’s business or relating to your duties; (v) the willful neglect of your material duties or gross misconduct by you; (vi) substance abuse that, in the Administrator’s good faith determination, materially interferes with the performance of your duties to the Company or any Subsidiary; (vii) your material failure to (A) comply with the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including, without limitation, any business code of ethics adopted by the Board, or (B) use good faith efforts to comply with the directives of the Company (provided that such directives are consistent with the material terms of applicable law and the Company’s guidelines and policies); (viii) any other willful failure (other than any failure resulting from incapacity due to physical or mental illness) by you to perform your material duties ; or (ix) any breach of the provisions of any restrictive covenants with the Company or any Subsidiary to which you may be bound including, without limitation, covenants regarding confidentiality and protection of intellectual property, non-solicitation, noncompetition, nondisparagement, and Company policies; provided that no condition or circumstance set forth in clause (vii), (viii) or (ix) shall constitute Cause unless such condition or circumstance continues without cure, if curable, reasonably satisfactory to the Administrator within thirty (30) days following written notice thereof from the Company or any Subsidiary (except in the case of a willful failure to perform your duties or a willful breach, which shall require no notice or allow no such cure right). For purposes of the foregoing sentence, no act, or failure to act, on your part shall be considered “willful” unless you acted, or failed to act, in bad faith or without reasonable belief that your act or failure to act was in the best interest of the Company or any Subsidiary.

(d)“Change in Control” means the occurrence of any of the following:

(i) any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding the Company, any entity controlling, controlled by or under common control with the Company, any director, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any such entity, and you and any “group” (as such term is used in Section 13(d)(3) of the Exchange Act) of which you are a member), is or becomes, in connection with a transaction or series of transactions, the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty

percent (50%) or more of the combined voting power of the Company’s then outstanding voting securities; or

(ii) there shall occur any consolidation, merger or takeover of the Company where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate fifty percent (50%) or more of the combined voting power of the securities of the surviving entity or any parent entity thereof, as applicable; or

(iii) there shall occur: (i) any sale, lease, exchange, takeover or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by “persons” (as defined above) in substantially the same proportion as their ownership of the Company immediately prior to such sale; or (ii) the approval by shareholders of the Company of any plan or proposal for the liquidation, dissolution or takeover of the Company; or

(iv) the members of the Board on the Effective Date (the “Incumbent Directors”) cease for any reason (other than due to death) to constitute at least a majority of the members of the Board; provided, that any director whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the members of the Board then still in office who were then Incumbent Directors, shall be deemed to be an Incumbent Director; provided, however, that any person who is elected as a director as a result of, or in connection with: (i) any consolidation, merger, reorganization or takeover of the Company or any similar transaction or series of related transactions; or (ii) a solicitation of proxies by, or on behalf of, any person other than the Board shall not constitute an Incumbent Director.

(e)“Common Stock” means the common stock, $0.01 par value per share, of Columbia Property Trust, Inc.

(f)“Company” means Columbia Property Trust, Inc. and its Affiliates, except where the context otherwise requires. For purposes of determining whether a Change in Control has occurred, Company shall mean only Columbia Property Trust, Inc.

(g)“Disability” has the meaning ascribed to such term or words of similar import in your written employment contract with the Company as in effect at the time at issue, if any, and, in the absence of such contract, means a physical or mental incapacity whereby you are unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform the essential functions of your duties of employment. The Administrator may require such proof of Disability as the Administrator in its sole discretion deems appropriate and the Administrator’s good faith determination as to whether you have suffered a Disability will be final and binding on all parties concerned.

(h)“Good Reason” shall exist where you give notice to the Board of the occurrence of any of the following without your express written consent: (i) the failure of the Company to pay or cause to be paid your base salary, annual cash performance bonus or any other material compensation or benefits within five (5) days of the date due; (ii) a material diminution in your status, including title, position, duties, authority or responsibility; (iii) a material reduction in your base salary, target cash bonus or target annual long-term incentive award; (iv) the relocation of your principal office to a location more than 25 miles from its current location; or (e) the Company directs you to engage in any unlawful activity. Notwithstanding the foregoing: (A) Good Reason shall not be deemed to exist: (1)

unless you give to the Company a written notice identifying the event or condition purportedly giving rise to Good Reason expressly referencing this definition of “Good Reason” within ninety (90) days of such event or the initial existence of such condition; or (2) if the Company has in good faith notified you of Cause to terminate your employment prior to you identifying Good Reason; and (B) if there exists an event or condition that constitutes Good Reason, then the Company shall have thirty (30) days from the date notice of Good Reason is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder; and if the Company does not cure such event or condition within such thirty (30)-day period, then you shall have sixty (60) business days thereafter to give the Company notice of termination of employment on account thereof (specifying a termination date no less than ten (10) days, nor more than thirty (30) days, after the date of such notice of termination).

(i)“Notice” means the Notice of Grant of Restricted Stock Award provided to you by the Company setting forth the terms of a grant of Award Shares made to you and that incorporates the terms of this document by reference.

(j)“Plan Participant Acknowledgement” means the Plan Participant Acknowledgement previously executed by you, acknowledging, among other things, that you have a received a copy of, and read, the Plan.

(k)“Qualified Change in Control” means a Change in Control transaction in which the Company is not the surviving entity or as a result of which the Company is no longer traded on a national securities exchange as contemplated by Section 6(a) of the Securities Exchange Act of 1933.

(l)“Service” means your employment or other service relationship with the Company and its Affiliates, or their successors.

(m)“You,” “Your.” You means the recipient of the Award Shares as reflected in the first paragraph of this Agreement. Whenever the word “you” or “your” is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Administrator, to apply to the estate, personal representative, or beneficiary to whom the Award Shares may be transferred by will or by the laws of descent and distribution, the words “you” and “your” shall be deemed to include such person.

{End of the Agreement}

Exhibit 10.7


FORM OF NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD UNDER THE COLUMBIA PROPERTY TRUST, INC. AMENDED AND RESTATED 2013 LONG-TERM INCENTIVE PLAN THREE YEAR PERFORMANCE PERIOD GRANTEE: _________________

This Notice of Grant of Restricted Stock Unit Award evidences the award of restricted stock units (“Award Units”) convertible into shares of the Common Stock (“Shares”) of Columbia Property Trust, Inc., a Maryland corporation (the “Company”), granted to you, ______________, effective as of ______________ (the “Grant Date”), pursuant to the Columbia Property Trust, Inc. Amended and Restated 2013 Long-Term Incentive Plan (the “Plan”). This Notice of Grant of Restricted Stock Unit Award constitutes part of, and is subject to the terms and provisions of, the attached Restricted Stock Unit Agreement (the “Agreement”) and the Plan, which are incorporated by reference herein.

1. Terminology. Unless otherwise provided in this Notice of Grant of Restricted Stock Unit Award, capitalized words used herein are defined in the Glossary at the end of the Agreement.

2. Target Award/Performance Period. The target number of Award Units subject to this award is __________ (the “Target Award”). You are eligible to earn from ___% to ___% of the Target Award in accordance with the performance metrics set forth on Exhibit A attached to the Agreement and incorporated herein and therein by reference. The Performance Period is the period beginning ______________ and ending ______________.

3. Conversion to Shares; Vesting.

(a) So long as your Service is continuous from the Grant Date through the Determination Date: (i) ___% of the Earned Award will be converted to vested and nonforfeitable unrestricted Shares on the Determination Date; and (ii) ___% of the Earned Award will be converted to unvested restricted Shares, which restricted Shares will vest and become nonforfeitable on __________ of the following calendar year (the “Time-Based Vesting Date”), so long as your Service is continuous from the Grant Date through the Time-Based Vesting Date ((i) and (ii) together, the “Award Shares”).

(b) Upon the occurrence of a Qualified Termination or a Qualified Change in Control after the Determination Date but prior to the Time-Based Vesting Date, all restricted Award Shares that are then unvested will vest and become nonforfeitable unrestricted Shares on the Termination Date, or the CIC Date, as applicable.

Award is determined, or with respect to any outstanding restricted Award Shares that are then unvested, such restricted Award Shares will vest and become nonforfeitable on the Termination Date or the CIC Date, as applicable.

(d) Upon the occurrence of a Qualified Termination prior to the Determination Date (but not during a CIC Period), a pro-rata portion of the Earned Award will vest and be converted into nonforfeitable unrestricted Shares on the date the Earned Award is determined, with such pro-rata portion determined by multiplying the Earned Award (which, if the Termination Date or CIC Date occurs prior to the end of the Performance Period, will be based on a shortened performance period ending on the Termination Date or CIC Date, as applicable) by a fraction, the numerator of which is the number of days of your Service during the Performance Period and the denominator of which is the number of days in the Performance Period.

(e) Except for the circumstances, if any, described in this Section 3, your employment contract with the Company in effect at the time of issuance (if any) or as otherwise determined by the Administrator pursuant to the Plan, none of the Award Units or restricted Award Shares will become vested and nonforfeitable after your Service with the Company ceases.

4. Termination of Service. If your Service with the Company ceases for any reason, except as otherwise specified in Section 3, the Plan, your written employment or service contract with the Company in effect at the time at issue (if any) or as otherwise determined by the Administrator pursuant to the Plan, any Award Units and any restricted Award Shares that are not then vested will be immediately forfeited by you and transferred to the Company upon such cessation for no consideration.

IN WITNESS WHEREOF, the Company has caused this Notice of Grant of Restricted Stock Unit Award to be executed by its duly authorized officer.



Columbia Property Trust, Inc.						Date


Enclosures:			Restricted Stock Unit Agreement
			Prospectus for the Columbia Property Trust, Inc. Amended and Restated 2013 Long-Term Incentive Plan

FORM OF

RESTRICTED STOCK UNIT AGREEMENT

UNDER THE

COLUMBIA PROPERTY TRUST, INC. AMENDED AND RESTATED 2013 LONG-TERM INCENTIVE PLAN

This Restricted Stock Unit Agreement and all of the provisions of the Columbia Property Trust, Inc. Amended and Restated 2013 Long-Term Incentive Plan (the “Plan”) are incorporated into your restricted stock unit award, the specifics of which are described on the “Notice of Grant of Restricted Stock Unit Award” (the “Notice”) that you received. Effective as of the Grant Date set forth in the Notice, this Restricted Stock Unit Agreement, the Plan and the Notice, taken together, constitute a binding and enforceable contract respecting your restricted stock unit award.

1. Terminology. Capitalized terms and phrases used in this document that are not otherwise defined in the Notice are defined in the Glossary at the end of this Agreement or in the Plan.

2. Target Award. Your Target Award is as set forth in the Notice. You are eligible to earn from ___% to ___% of the Target Award in accordance with the performance metrics set forth on Exhibit A attached to this Agreement and incorporated herein by reference.

3. Conversion to Shares; Vesting.

(a) So long as your Service is continuous from the Grant Date through the Determination Date: (i) ___% of the Earned Award will be converted to vested and nonforfeitable unrestricted Shares on the Determination Date; and (ii) ___% of the Earned Award will be converted to unvested restricted Shares, which restricted Shares will vest and become nonforfeitable on the Time-Based Vesting Date so long as your Service is continuous from the Grant Date through the Time-Based Vesting Date.

(c) Upon the occurrence of: (i) a Qualified Termination during a CIC Period; or (ii) a Qualified Change in Control, with respect to any outstanding Award Units, 100% of the Earned Award (based on a shortened performance period ending on the Termination Date or the CIC Date, as applicable) will vest and be converted into Award Shares on the date the Earned Award is determined, or with respect to any outstanding restricted Award Shares that are then unvested, such restricted Award Shares will vest and become nonforfeitable unrestricted Shares on the Termination Date or the CIC Date, as applicable.

4. Termination of Employment or Service.

(a) If your Service with the Company ceases for any reason, except as otherwise specified in Section 3, your written employment or service contract with the Company in effect at the time at issue (if any) or as otherwise determined by the Administrator pursuant to the Plan, any Award Units and restricted Award Shares that are not then vested will be immediately forfeited by you and transferred to the Company upon such cessation for no consideration.

(b) Upon the forfeiture of any unvested Award Units or unvested restricted Award Shares in accordance with Section 4(a): (i) your right to vote and to receive cash dividends on such unvested restricted Award Shares, and all other rights, title or interest in, to or with respect to, the forfeited Award Units or unvested restricted Award Shares shall automatically, without further act, terminate; and (ii) the forfeited Award Units or forfeited restricted Award Shares shall be returned to the Company. By accepting this grant of Award Units, you: (i) irrevocably appoint (which appointment is coupled with an interest) the Company as your agent and attorney-in-fact to take any necessary or appropriate action to cause the forfeited Award Units or forfeited restricted Award Shares to be returned to the Company, including, without limitation, executing and delivering stock powers and instruments of transfer, making endorsements and/or making, initiating or issuing instructions or entitlement orders, all in your name and on your behalf; and (ii) ratify and approve all acts done by the Company as such attorney-in-fact. Any transfer agent for the Common Stock of the Company is fully authorized and protected in relying on, and shall incur no liability in acting on, any documents, instruments, endorsements, instructions, orders or communications from the Company in connection with the forfeited Award Units or forfeited Award Shares or the transfer thereof, and any such transfer agent is a third-party beneficiary of this Agreement.

5. Restrictions on Transfer.

(a) Award Units may not be sold, assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise), except by will or the laws of descent and distribution, and shall not be subject to execution, attachment or similar process.

(b) Until they become vested and nonforfeitable, restricted Award Shares may not be sold, assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise), except by will or the laws of descent and distribution, and shall not be subject to execution, attachment or similar process.

(c) Any attempt to dispose of any such Award Units or unvested restricted Award Shares in contravention of the restrictions set forth in Section 5(a) shall be null and void and without effect. The Company shall not be required to: (i) transfer on its books any Award Units or restricted Award Shares that have been sold or transferred in contravention of this Agreement; or (ii) treat as the owner of any Award Units or restricted Award Shares, or otherwise accord any applicable voting, dividend or liquidation rights to, any transferee to whom Award Units or restricted Award Shares have been transferred in contravention of this Agreement.

6. Company Records; Stock Certificates.

(a) You are reflected as the owner of record of the Award Units as of the Grant Date on the Company’s books.

(b) You will be reflected as the owner of record of any Award Shares as of the Determination Date (or, in the case of a CIC Date or a Termination Date occurring prior to the Determination Date, as of the date the Earned Award is determined) on the Company’s books. The Company or agent appointed by the Administrator will hold the share certificates with respect to any restricted Award Shares for safekeeping, or the Company may otherwise retain any such restricted Award Shares in uncertificated book entry form, until the restricted Award Shares become vested and nonforfeitable. Until the restricted Award Shares become vested and nonforfeitable, any share certificates representing such Shares will include a legend to the effect that you may not sell, assign, transfer, pledge, or hypothecate the restricted Award Shares. As soon as practicable after vesting of an Award Share, the Company will continue to retain such Award Share in uncertificated book entry form but remove the restrictions on transfer on its books with respect to such Award Share. Alternatively, upon your request, the Company will deliver a share certificate to you or deliver a share electronically or in certificate form to your designated broker on your behalf, for the vested Award Share.

(c) You are not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Award Units or any Award Shares, the consideration for which shall be past services actually rendered or, if none, future services to be rendered to the Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, you shall furnish consideration in the form of cash or past services rendered to the Company or for its benefit having a value not less than the par value of the Award Shares.

7. Tax Withholding.

(a) You shall make adequate provision for foreign (non-United States), federal, state and local taxes and social insurance contributions required by law to be withheld, if any, which arise in connection with the grant or vesting of the Award Units or Award Shares. The Company shall have the right to deduct from any compensation or any other payment of any kind due you (including withholding the issuance or delivery of shares of Common Stock or redeeming vested Award Shares) the amount of any foreign (non-United States), federal, state or local taxes and social insurance contributions required by law to be withheld as a result of the grant or vesting of the Award Units or Award Shares in whole or in part; provided, however, that the value of the shares of Common Stock withheld may not exceed the statutory minimum withholding amount required by law. In lieu of such deduction, the Company may require you to make a cash payment to the Company equal to the amount required to be withheld. If you do not make such payment when requested, the Company may refuse to issue any stock certificate under this Agreement or otherwise release for transfer any such shares until arrangements satisfactory to the Company for such payment have been made.

instruments of transfer, making endorsements and/or making, initiating or issuing instructions or entitlement orders, all in your name and on your behalf; and (ii) ratify and approve all acts done by the Administrator as such attorney-in-fact. Any transfer agent for the Common Stock of the Company is fully authorized and protected in relying on, and shall incur no liability in acting on, any documents, instruments, endorsements, instructions, orders or communications from the Administrator in connection with such Award Shares or the transfer thereof, and any such transfer agent is a third-party beneficiary of this Agreement.

8. Adjustments for Corporate Transactions and Other Events.

(a) Stock Dividend, Stock Split, Reverse Stock Split and Other Events. Upon a stock dividend of, or stock split or reverse stock split affecting, the Common Stock, the number of Award Units and the number of Award Shares that are nonvested and forfeitable shall, without further action of the Administrator, be adjusted to reflect such event. The Administrator shall make adjustments, in its discretion, to address the treatment of fractional shares with respect to the Award Units or Award Shares as a result of the stock dividend, stock split or reverse stock split; provided that such adjustments do not result in the issuance of fractional Award Units or Award Shares. Upon the payment of an extraordinary special dividend with respect to the Common Stock, as determined by the Administrator, the Administrator may make such adjustments to the number of Award Units or otherwise, as the Administrator may determine, to reflect the effect of such event on the Award Units. Adjustments under this Section 8 will be made by the Administrator, whose determination regarding such adjustments will be final, binding and conclusive.

(b) Binding Nature of Agreement. The terms and conditions of this Agreement shall apply with equal force to any additional and/or substitute securities received by you in exchange for, or by virtue of your ownership of, the Award Units or Award Shares, to the same extent as the Award Units or Award Shares with respect to which such additional and/or substitute securities are distributed, whether as a result of any spin-off, stock split-up, stock dividend, stock distribution, other reclassification of the Common Stock of the Company, or similar event, except as otherwise determined by the Administrator. If the Award Units or Award Shares are converted into or exchanged for, or stockholders of the Company receive by reason of any distribution in total or partial liquidation or pursuant to any merger of the Company or acquisition of its assets, securities of another entity or other property (including cash), then the rights of the Company under this Agreement shall inure to the benefit of the Company’s successor, and this Agreement shall apply to the securities or other property (including cash) received upon such conversion, exchange or distribution in the same manner and to the same extent as the Award Units or Award Shares.

9. Non-Guarantee of Employment or Service Relationship. Nothing in the Plan or this Agreement shall alter your at-will or other employment status or other service relationship with the Company, nor be construed as a contract of employment or service relationship between the Company and you, or as a contractual right of you to continue in the employ of, or in a service relationship with, the Company for any period of time, or as a limitation of the right of the Company to discharge you at any time, with or without cause or notice, and whether or not such discharge results in the forfeiture of any Award Units or Award Shares or any other adverse effect on your interests under the Plan.

10. Rights as a Holder of Award Units and Award Shares. You will not have voting rights with respect to the Award Units, and you will not be entitled to receive any dividends and/or other distributions in respect of the Awards Units. Except as otherwise provided in this Agreement with respect to any restricted Award Shares, you will possess all incidents of ownership of the Award Shares, including the right to vote the Award Shares and receive dividends and/or other distributions declared

on the Award Shares. All regular cash dividends on the Award Shares held by the Company will be paid directly to you on the dividend payment date. If any dividends or distributions are paid in shares, such shares will be held by the Company (or an agent appointed by the Company), subject to the same restrictions on transferability and forfeiture as the Award Shares with respect to which they were granted.

11. The Company’s Rights. The existence of Award Units and Award Shares shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company's assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. If at any time the Administrator shall determine, in its sole discretion, that registration, listing or qualification of the Shares underlying the Award Units upon any securities exchange or similar self-regulatory organization or under any foreign, federal or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the settlement of the Award Units, then the Award Units will not be converted to Award Shares, in whole or in part, unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Administrator.

12. Notices. All notices and other communications made or given pursuant to this Agreement shall be in writing and shall be sufficiently made or given if hand delivered or mailed by certified mail, addressed to you at the address contained in the records of the Company, or addressed to the Administrator, care of the Company for the attention of its Corporate Secretary at its principal executive office or, if the receiving party consents in advance, transmitted and received via facsimile or other electronic transmission mechanism as may be available to the parties.

13. Entire Agreement. This Agreement, the Plan Participant Acknowledgement and the Notice contain the entire agreement between the parties with respect to the Award Units and Award Shares, subject to any provision in your written employment or service contract with the Company in effect at the time at issue (if any) with respect to the vesting of, or other terms applicable to, the Award Units or Award Shares. Any oral or written agreements, representations, warranties, written inducements or other communications made prior to the execution of this Agreement with respect to the Award Units granted hereunder and any Award Shares shall be void and ineffective for all purposes.

14. Amendment. This Agreement and the Notice may be amended from time to time by the Administrator in its discretion; provided, however, that this Agreement may not be amended in a manner that would materially impair your rights with respect to the Award Units or the Award Shares, as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by each of the parties hereto.

15. Conformity with Plan. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern. A copy of the Plan is available upon request to the Administrator.

16. Governing Law. The validity, construction and effect of this Agreement, and of any determinations or decisions made by the Administrator relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement, shall be determined

exclusively in accordance with the laws of the State of Maryland, without regard to its provisions concerning the applicability of laws of other jurisdictions. By accepting this grant of Award Units, you: (i) agree not to bring any action arising under, as a result of, pursuant to or relating to, this Agreement in any court other than a federal or state court in Atlanta, Georgia; (ii) submit to the personal jurisdiction and venue of such courts; and (iii) agree you will not deny or attempt to defeat such personal jurisdiction or object to venue by motion or other request for leave from any such court.

17. Resolution of Disputes. Any dispute or disagreement which shall arise under, or as a result of, or pursuant to or relating to, this Agreement shall be determined by the Administrator in good faith in its sole discretion, and any such determination or any other determination by the Administrator under or pursuant to this Agreement and any interpretation by the Administrator of the terms of this Agreement, will be final, binding and conclusive on all persons affected thereby. Before you may bring any legal action arising under, as a result of, pursuant to or relating to, this Agreement, you shall first exhaust your administrative remedies before the Administrator. In the event that the Administrator does not resolve any dispute or disagreement arising under, as a result of, pursuant to or relating to, this Agreement to your satisfaction, no legal action may be commenced or maintained relating to this Agreement more than twenty-four (24) months after the Administrator’s decision.

18. Headings. The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

19. No Future Entitlement. The grant of the Award Units and any underlying Award Shares is a one-time benefit which does not create any contractual or other right to receive future grants of stock, units or compensation in lieu of stock or unit grants, even if stock or unit grants have been granted repeatedly in the past. All determinations with respect to any such future grants, including, but not limited to, the times when stock or unit grants shall be granted, the maximum number of shares subject to each such grant, and the times or conditions under which restrictions on such grants shall lapse, will be at the sole discretion of the Administrator. The value of this Award Unit and any Award Shares shall not be included in calculating any termination, severance, resignation, redundancy, end of service payments or similar payments, or bonuses, long-service awards, pension or retirement benefits. The vesting of any Award Units or Award Shares ceases upon termination of employment with the Company or transfer of employment from the Company, or other cessation of eligibility for any reason, except as may otherwise be explicitly provided in this Agreement. The Company does not guarantee any future value of any Award Units or Award Shares. No claim or entitlement to compensation or damages arises if Award Units or Award Shares do not increase in value and you irrevocably release the Company from any such claim that does arise.

20. Personal Data. For purposes of the implementation, administration and management of the stock grant or the effectuation of any acquisition, equity or debt financing, joint venture, merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock, sale of material assets or other similar corporate transaction involving the Company (a “Corporate Transaction”), by accepting this grant of Award Units, you consent to the collection, receipt, use, retention and transfer, in electronic or other form, of your personal data by and among the Company and its third-party vendors or any potential party to a potential Corporate Transaction. Personal data (including, but not limited to, name, home address, telephone number, employee number, employment status, social security number, tax identification number, date of birth, nationality, job and payroll location, data for tax withholding purposes and units and shares awarded, cancelled, vested and unvested) may be transferred to third parties assisting in the implementation, administration and management of the stock grant or the effectuation of a Corporate Transaction. Such recipients may be located in your country or elsewhere, and the recipient’s country may have different

data privacy laws and protections than your country. Data will be held only as long as is necessary to implement, administer and manage the stock grant or effect a Corporate Transaction. You may, at any time, request a list with the names and addresses of any potential recipients of the personal data, view data, request additional information about the storage and processing of data, require any necessary amendments to data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Secretary; provided, however, that refusing or withdrawing your consent may affect your ability to accept a stock grant.

21. Consideration for Award Units and Award Shares. To ensure compliance with applicable state corporate law, the Company may require you to furnish consideration in the form of cash or cash equivalents equal to the par value of the Award Shares at the time the Award Units are converted and Award Shares issued, and the Company may withhold such amount from remuneration otherwise due you from the Company.

22. Recovery of Award Units and Award Shares. The Award Units and Award Shares shall be subject to any and all policies, guidelines, codes of conduct or other agreement or arrangement adopted by the Company with respect to the recoupment, recovery or clawback of compensation.

{Glossary begins on next page}

GLOSSARY

(a) “Administrator” means the Board of Directors of Columbia Property Trust, Inc. or such committee or committees appointed by the Board to administer the Plan.

(b) “Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, Columbia Property Trust, Inc. (including, but not limited to, joint ventures, limited liability companies and partnerships). For this purpose, “control” means ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity.

(c) “Cause” has the meaning ascribed to such term or words of similar import in your written employment or service contract with the Company as in effect at the time at issue and, in the absence of such agreement or definition, means any of the following: (i) any willful misconduct by you in connection with the Company’s or any Subsidiary’s business or relating to your duties or a willful violation of law by you in connection with the Company’s or any Subsidiary’s business or relating to your duties; (ii) an act of fraud, conversion, misappropriation or embezzlement by you with respect to the Company’s or any Subsidiary’s assets or business or assets in the possession or control of the Company or any Subsidiary; (iii) your conviction of, indictment for (or its procedural equivalent) or entering a guilty plea or plea of no contest with respect to, a felony involving moral turpitude or related to the performance of your duties or that materially impacts the Company; (iv) any act of dishonesty committed by you in connection with the Company’s or any Subsidiary’s business or relating to your duties; (v) the willful neglect of your material duties or gross misconduct by you; (vi) substance abuse that, in the Administrator’s good faith determination, materially interferes with the performance of your duties to the Company or any Subsidiary; (vii) your material failure to: (A) comply with the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including, without limitation, any business code of ethics adopted by the Board, or (B) use good faith efforts to comply with the directives of the Company (provided that such directives are consistent with the material terms of applicable law and the Company’s guidelines and policies); (viii) any other willful failure (other than any failure resulting from incapacity due to physical or mental illness) by you to perform your material duties ; or (ix) any breach of the provisions of any restrictive covenants with the Company or any Subsidiary to which you may be bound including, without limitation, covenants regarding confidentiality and protection of intellectual property, non-solicitation, noncompetition, nondisparagement and Company policies; provided that no condition or circumstance set forth in clause (vii), (viii) or (ix) shall constitute Cause unless such condition or circumstance continues without cure, if curable, reasonably satisfactory to the Administrator within thirty (30) days following written notice thereof from the Company or any Subsidiary (except in the case of a willful failure to perform your duties or a willful breach, which shall require no notice or allow no such cure right). For purposes of the foregoing sentence, no act, or failure to act, on your part shall be considered “willful” unless you acted, or failed to act, in bad faith or without reasonable belief that your act or failure to act was in the best interest of the Company or any Subsidiary.

(d) “Change in Control” means the occurrence of any of the following:

(i) any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding the Company, any entity controlling, controlled by or under common control with, the Company, any director, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any such entity, and you and any “group” (as such term is used in Section 13(d)(3) of the Exchange Act) of which you are a member), is or becomes, in connection with a transaction or

series of transactions, the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding voting securities; or

(iii) there shall occur: (A) any sale, lease, exchange, takeover or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by “persons” (as defined above) in substantially the same proportion as their ownership of the Company immediately prior to such sale; or (B) the approval by shareholders of the Company of any plan or proposal for the liquidation, dissolution or takeover of the Company; or

(iv) the members of the Board on the Effective Date (the “Incumbent Directors”) cease for any reason (other than due to death) to constitute at least a majority of the members of the Board; provided, that any director whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the members of the Board then still in office who were then Incumbent Directors, shall be deemed to be an Incumbent Director; provided, however, that any person who is elected as a director as a result of, or in connection with: (A) any consolidation, merger, reorganization or takeover of the Company or any similar transaction or series of related transactions; or (B) a solicitation of proxies by, or on behalf of, any person other than the Board shall not constitute an Incumbent Director.

(e) “CIC Date” means the effective date of a Qualified Change in Control.

(f) “CIC Period” means: (i) the period commencing with the approval of a Change in Control by the Company’s Board of Directors and ending on the date on which the Change in Control transaction is consummated, terminated or abandoned; and (ii) the period commencing on the date of a Change in Control and ending on the date which is twelve (12) months after the date of a Change in Control.

(g) “Common Stock” means the common stock, $0.01 par value per share, of Columbia Property Trust, Inc.

(h) “Company” means Columbia Property Trust, Inc. and its Affiliates, except where the context otherwise requires. For purposes of determining whether a Change in Control has occurred, Company shall mean only Columbia Property Trust, Inc.

(i) “Determination Date” means the date of the Administrator’s certification of achievement of the Performance Objective, determination of the Performance Factor and approval of the Earned Award, which shall be any date within seventy-five (75) days after the end of the Performance Period.

(j) “Disability” has the meaning ascribed to such term or words of similar import in your written employment contract with the Company as in effect at the time at issue, if any, and, in the absence of such contract, means a physical or mental incapacity whereby you are unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform the essential functions of your duties of employment. The Administrator may require such proof of Disability as the Administrator in its sole discretion deems appropriate and the Administrator’s good faith determination as to whether you have suffered a Disability will be final and binding on all parties concerned.

(k) “Earned Award” means the number of Award Units equal to the Target Award times the Performance Factor (rounded down to the nearest whole share), as determined by the Administrator on the earlier of the Determination Date or a date which is within 30 days after the CIC Date or the Termination Date.

(l) “Good Reason” shall exist where you give notice to the Board of the occurrence of any of the following without your express written consent: (i) the failure of the Company to pay or cause to be paid your base salary, annual cash performance bonus or any other material compensation or benefits within five (5) days of the date due; (ii) a material diminution in your status, including title, position, duties, authority or responsibility; (iii) a material reduction in your base salary, target cash bonus or target annual long-term incentive award; (iv) the relocation of your principal office to a location more than 25 miles from its current location; or (v) the Company directs you to engage in any unlawful activity. Notwithstanding the foregoing: (A) Good Reason shall not be deemed to exist: (1) unless you give to the Company a written notice identifying the event or condition purportedly giving rise to Good Reason expressly referencing this definition of “Good Reason” within ninety (90) days of such event or the initial existence of such condition; or (2) if the Company has in good faith notified you of Cause to terminate your employment prior to you identifying Good Reason; and (B) if there exists an event or condition that constitutes Good Reason, then the Company shall have thirty (30) days from the date notice of Good Reason is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder; and if the Company does not cure such event or condition within such thirty (30)-day period, then you shall have sixty (60) business days thereafter to give the Company notice of termination of employment on account thereof (specifying a termination date no less than ten (10) days, nor more than thirty (30) days, after the date of such notice of termination).

(m) “Index” means any index or other group of real estate investment trusts or companies that the Compensation Committee determines as set forth on Exhibit A.

(n) “Index Company” means each Company that is included in the Index for the entire Performance Period; provided, however, that in the case of a CIC Date or a Termination Date occurring prior to the end of the Performance Period, the applicable period for purposes of determining the Index Companies shall end on the CIC Date or the Termination Date, as applicable.

(o) “Notice” means the Notice of Grant of Restricted Stock Unit Award provided to you by the Company setting forth the terms of a grant of Award Units made to you and that incorporates the terms of this Agreement by reference.

(p) “Performance Factor” means the percentage, from ___% to ___%, that will be applied to the Target Award to determine the maximum number of Award Units that may ultimately vest based on your continued Service through the Determination Date (or, in the case of a CIC Date or a Termination Date occurring prior to the Determination Date, through the CIC Date or the Termination Date, as applicable), as more fully described on Exhibit A.

(q) “Performance Period” means the Performance Period set forth in the Notice.

(r) “Plan Participant Acknowledgement” means the Plan Participant Acknowledgement previously executed by you, acknowledging, among other things, that you have received a copy of, and read, the Plan.

(s) “Qualified Change in Control” means a Change in Control transaction in which the Company is not the surviving entity or as a result of which the Company is no longer traded on a national securities exchange as contemplated by Section 6(a) of the Securities Exchange Act of 1933.

(t) “Qualified Termination” means: (i) your death; (ii) the termination of your Service due to Disability; (iii) the Company’s termination of your Service without Cause; or (iv) the termination of your Service due to Good Reason.

(u) “Service” means your employment or other service relationship with the Company and its Affiliates or their successors.

(v) “Termination Date” means the date of the termination of your Service in connection with a Qualified Termination.

(w) “TSR” means with respect to a corporation: (i) the change in stock price over a designated period plus reinvested dividends; divided by (ii) the stock price at the beginning of the period. TSR shall be calculated using the average closing stock price over the ten (10) consecutive trading days that include and immediately precede the first (1st) day of the Performance Period and the average closing stock price over the ten (10) consecutive trading days that include and immediately precede the last day of the Performance Period (or, in the case of a CIC Date or a Termination Date occurring prior to the end of the Performance Period, the ten (10) consecutive trading days that include and immediately precede the CIC Date or the Termination Date, as applicable).

(x) “You,” “Your.” You means the recipient of the Award Units, and following the conversion thereof, any Award Shares, as reflected in the first paragraph of this Agreement. Whenever the word “you” or “your” is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Administrator, to apply to the estate, personal representative or beneficiary to whom the Award Units or Award Shares may be transferred by will or by the laws of descent and distribution, the words “you” and “your” shall be deemed to include such person.

{Exhibit A begins on next page}

Exhibit A

The Earned Award shall be equal to: (i) the Target Award; multiplied by (ii) the Performance Factor, where the Performance Factor shall be determined based on the percentile ranking of the Company’s TSR for the Performance Period in relation to the TSRs of the Index Companies for the Performance Period as set forth in the chart below; provided, however, that if the Company’s TSR for the Performance Period is negative and any Earned Award that would otherwise have been earned for such Performance Period exceeds the Target Award, then such Earned Award shall be reduced by an amount equal to twenty percent (20%) of the Target Award, but in no event shall such Earned Award be reduced below the Target Award.

Performance Matrix for Company TSR Relative to Index Companies


Award Level	Percentile Ranking of the Company TSR in Relation to the Index Companies	Performance Factor*
Maximum
Target
Threshold
Less than Threshold

* The Performance Factor will be determined based on straight line interpolation for relative performance between the Threshold and Target Award Levels, or between the Target and Maximum Award Levels. The Maximum Performance Factor is 150%.

[Applicable percentile ranking metric and performance factor to be inserted.]

On the earlier of the Determination Date, the CIC Date or the Termination Date, the Administrator shall determine and certify: (i) the Company’s TSR for the Performance Period (or, in the case of a CIC Date or a Termination Date occurring prior to the Determination Date, for a shortened performance period ending on the CIC Date or the Termination Date, as applicable); (ii) the percentile ranking of the Company’s TSR in relation to the TSRs of the Index Companies for the Performance Period (or, in the case of a CIC Date or a Termination Date occurring prior to the Determination Date, for a shortened performance period ending on the CIC Date or the Termination Date, as applicable); and (iii) the resulting Performance Factor. The Target Award shall be multiplied by the Performance Factor as so determined by the Administrator to determine the number of Award Shares earned. The Earned Award, if any, shall vest, if at all, as provided in Section 3 of this Agreement.

{End of the Agreement}

Exhibit 21.1

Subsidiaries of the Registrant

1015 18th Street Holdings, LLC

1015 18th Street Owner, LLC

13861 Sunrise Valley Drive Mezz, LLC

13861 Sunrise Valley Drive Owner, LLC

13865 Sunrise Valley Drive Mezz, LLC

13865 Sunrise Valley Drive Owner, LLC

1800 M Owner GP, LLC

1800 M REIT GP, LLC

1800 M Street Owner, LP

1800 M Street REIT, LP

1800 M Street TRS, LP

1800 M Street Venture, LP

229 West 43rd Street Condominium

2525 Network Drive Mezz, LLC

2525 Network Drive Owner, LLC

35 Medford Owner, LLC

49th Avenue Maple Member, LLC

575 Lex Parent, L.L.C.

575 Lex PO Member, L.L.C.

575 Lex Property Owner, L.L.C.

60 Canal Owner, LLC

716 Ritchie Road Owner, LLC

880 Broadway Mezz, LLC

880 Broadway Owner, LLC

880 Broadway Tenant, LLC

888 Broadway Venture, LLC

Ash Urban Renewal Development, LLC

Austell Maple Member, LLC

Boynton Gateway Owner, LLC

Boynton Holdings JV LLC

Boynton Parking Owner LLC

COLUMBIA DEVELOPMENT TRS 13, LLC

COLUMBIA DEVELOPMENT TRS 87, LLC

COLUMBIA FACILITIES MANAGEMENT II, LLC

COLUMBIA FACILITIES MANAGEMENT, LLC

COLUMBIA FUNDSUB MANAGEMENT CO., LLC

COLUMBIA FUNDSUB MANAGEMENT SERVICES, LLC

Columbia KCP TRS, LLC

Columbia Market Square GP, LLC

Columbia MSQ TRS, LLC

Columbia OP LP, LLC

COLUMBIA PROPERTY TRUST ACQUISITIONS, LLC

COLUMBIA PROPERTY TRUST ADVISORY SERVICES, LLC

Columbia Property Trust Leasing, LLC

Columbia Property Trust Operating Partnership, L.P.

COLUMBIA PROPERTY TRUST SERVICES, LLC

Columbia Property Trust TRS, LLC

COLUMBIA PROPERTY TRUST, INC.

COLUMBIA REAL ESTATE MANAGEMENT, LLC

Columbia REIT - 114 Fifth Ave, LLC

Columbia REIT - 116 Huntington, LLC

Columbia REIT - 149 Madison, LLC

Columbia REIT - 1800 M REIT GP, LLC

Columbia REIT - 1800 M REIT LP, LLC

COLUMBIA REIT - 201 CALIFORNIA, LLC

COLUMBIA REIT - 218 W. 18TH LLC

Columbia REIT - 221 Main Street GP, LLC

Columbia REIT - 221 Main Street, LP

Columbia REIT - 229 W. 43rd Street, LLC

Columbia REIT - 245-249 W. 17th LLC

COLUMBIA REIT - 250 CHURCH INVESTOR, LLC

COLUMBIA REIT - 250 CHURCH MEMBER, LLC

Columbia REIT - 315 Park Avenue South, LLC

Columbia REIT - 333 Market Street GP, LLC

Columbia REIT - 333 Market Street, LP

Columbia REIT - 650 California, LLC

COLUMBIA REIT - 799 BROADWAY, LLC

COLUMBIA REIT - LCC RETAIL, LLC

Columbia REIT - Market Square East & West, LLC

L&L Normandy Terminal Asset Manager LLC

L&L Normandy Terminal Development Manager LLC

L&L Normandy Terminal Property Manager LLC

Legacy Maple 575 Incentive Holdings, LLC

Maiden Lane Asset Manager LLC

MAPLE 1 FARLEY HOLDINGS, LLC

MAPLE 1 FARLEY INCENTIVE, LLC

MAPLE 1 FARLEY MEZZ, LLC

MAPLE 1 FARLEY OPTION, LLC

MAPLE 1 FARLEY OWNER, LLC

Maple 250 Church Investor, LLC

MAPLE 3P KRL 175 PEARL HOLDINGS, LLC

Maple 3P KRL 175 Pearl Mezz, LLC

Maple 3P KRL 175 Pearl Owner, LLC

Maple 3P Pearl Holdings, LLC

Maple 3P Pearl Incentive, LLC

Maple 49th Avenue Holdings, LLC

Maple 49th Avenue Member, LLC

Maple 49th Avenue Mezz, LLC

Maple 49th Avenue Owner II, LLC

MAPLE 49TH PROMOTE CORP.

Maple 49th SSG Promote, LLC

MAPLE 575 LEX CO-INVEST GP, LLC

MAPLE 575 LEX CO-INVEST-A, LP

MAPLE 575 LEX MANAGER, LLC

MAPLE 575 LEX MEMBER, LLC

Maple 799 Broadway Member, LLC

Maple 80 Maiden Co-Invest GP, LLC

Maple 80 Maiden Co-Invest, LP

MAPLE 80 MAIDEN MINORITY MEZZ OWNER, LLC

Maple 80 Maiden Minority Mezz, LLC

Maple 80 Maiden Minority Owner, LLC

Maple 888 Fund Investor, LLC

Maple 888 Incentive Manager, LLC

Maple 888 JV Investor, LLC

Maple AG 575 REIT, LLC

Maple AG Incentive Holdings, LLC

Maple Austell Member, LLC

MAPLE BOSTON HOLDINGS, LLC

MAPLE C 250 CHURCH HOLDINGS, LLC

Maple C 250 Church Member, LLC

Maple C 250 Church Owner, LLC

Maple C 799 Broadway Holdings II, LLC

Maple C 799 Broadway Mezz II, LLC

Maple C 799 Broadway Owner II, LLC

Maple Drake 49th Avenue Incentive Co. Member, LLC

Maple Drake Austell Holdings, LLC

Maple Drake Austell Mezz, LLC

Maple Drake Austell Owner, LLC

Maple H 880 Broadway Investor, LLC

Maple Hampshire 395 Main Street Holdings, LLC

Maple K 43-10 23rd St Holdings, LLC

Maple K 43-10 23rd St Member, LLC

Maple K 43-10 23rd St Owner, LLC

Maple Keystone 49th Avenue Incentive Co., LLC

Maple Keystone 49th Avenue Investor, LLC

Maple Keystone 49th Avenue Member, LLC

Maple PG Ritchie Road Holdings LLC

Maple SSG 49th Holdings, LLC

Maple Terminal Feeder I, LLC

Maple Terminal Member, LLC

Maple UD Pearl Holdings, LLC

Maple UD Pearl Member, LLC

Needham Nine Holdings, LLC

Needham Nine Mezz, LLC

Needham Nine Owner, LLC

NK 80 Maiden Holdings, LLC

NK 80 Maiden Mezz, LLC

NK 80 Maiden Owner, LLC

Normandy 1370, LLC

Normandy Austell Holdco 1, LLC

Normandy Austell Holdco 2, LLC

Normandy Maple 80 Maiden Investor, LLC

Normandy Needham Member, LLC

Normandy Opportunity Zone Fund GP, LLC

NORMANDY OPPORTUNITY ZONE FUND INCENTIVE VEHICLE, LLC

Normandy Opportunity Zone Fund LP, LLC

Normandy Opportunity Zone Fund, LP

NORMANDY REAL ESTATE FUND III GP, LLC

NORMANDY REAL ESTATE FUND III LP, LLC

NORMANDY REAL ESTATE FUND III, LP

Normandy Real Estate Fund IV GP, LLC

Normandy Real Estate Fund IV LP, LLC

Normandy Real Estate Fund IV, LP

NORMANDY VENTURE PARTNERS III, LLC

Normandy Venture Partners IV, LLC

Normandy Venture Partners OZF, LLC

NORMANDY VENTURE PARTNERS POOLING III, LLC

Normandy Venture Partners Pooling IV, LLC

NORMANDY VENTURE PARTNERS POOLING OZF, LLC

NOZF 395 Main Street Investor, LLC

NOZF Acquisitions, LLC

NOZF Boynton Investor, LLC

NOZF QOZB Vehicle 1 LLC

NOZF QOZB Vehicle 1 Sub Manager LLC

NOZF Ritchie Road Investor, LLC

NOZF Stonefield Residential Investor, LLC

NREF III 1015 18th Street Investor, LLC

NREF III 575 LEX HOLDINGS, LLC

NREF III Incentive Holdings, LLC

NREF III Maple 80 Maiden Investor, LLC

NREF III NOVA Investor, LLC

NREF III REIT, LLC

NREF IV 1 FARLEY MEMBER, LLC

NREF IV 799 Broadway Member, LLC

NREF IV Acquisitions, LLC

NREF IV Feeder, LLC

NREF IV Gateway Member, LLC

NREF IV Holdings, LLC

NREF IV REIT Holdings, LLC

NREF IV REIT Manager, LLC

NREF IV Terminal Member, LLC

NREF IV Versar Member, LLC

NREF-CT NOVA FOP Borrower, LLC

NREF-CT NOVA, LLC

NREM 80 Maiden Holdings, LLC

Presidents Park Holdings, LLC

Presidents Park Investor, LLC

Presidents Park Manager, LLC

Rockville - 401 North Washington Street Holdings LLC

Rockville - 401 North Washington Street Owner LLC

Versar Holdings, LLC

Versar Property Owner, LLC

Wilson NPB, LLC

WNK MAIDEN MANAGEMENT LLC

Exhibit 23.1

COLUMBIA PROPERTY TRUST, INC.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:

(1)Registration Statement (Form S-3 No 333-223062) of Columbia Property Trust, Inc. and Columbia Property Trust Operating Partnership, L.P.;

(2)Registration Statement (Form S-8 No 333-188409) pertaining to the Columbia Property Trust, Inc. 2013 Long-term Incentive Plan;

(3)Registration Statement (Form S-8 No 333-217720) pertaining to the Columbia Property Trust, Inc. Amended and Restated 2013 Long-term Incentive Plan;

of our reports dated February 18, 2021, relating to the consolidated financial statements and financial statements of Columbia Property Trust, Inc. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting of the Company, appearing in this Annual Report on Form 10-K of the Company for the year ended December 31, 2020.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

February 18, 2021

EXHIBIT 31.1

COLUMBIA PROPERTY TRUST, INC.

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. 1350)

I, E. Nelson Mills, certify that:

1.I have reviewed this annual report on Form 10-K of Columbia Property Trust, Inc. for the year ended December 31, 2020;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Dated:	February 18, 2021	By:	/s/ E. Nelson Mills
			E. Nelson Mills
			Principal Executive Officer

EXHIBIT 31.2

COLUMBIA PROPERTY TRUST, INC.

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. 1350)

I, James A. Fleming, certify that:

1.I have reviewed this annual report on Form 10-K of Columbia Property Trust, Inc. for the year ended December 31, 2020;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Dated:	February 18, 2021	By:	/s/ James A. Fleming
			James A. Fleming
			Principal Financial Officer

EXHIBIT 32.1

COLUMBIA PROPERTY TRUST, INC.

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. 1350)

In connection with the Annual Report of Columbia Property Trust, Inc. (the “Registrant”) on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (the “Report”), the undersigned, E. Nelson Mills, Principal Executive Officer of the Registrant, and James A. Fleming, Principal Financial Officer of the Registrant, hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) that, to the best of our knowledge and belief:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.


/s/ E. NELSON MILLS
E. Nelson Mills Principal Executive Officer
February 18, 2021

/s/ JAMES A. FLEMING
James A. Fleming Principal Financial Officer
February 18, 2021