What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-08-06 compared with 2021-05-07 · 519 added, 189 removed, 1052 unchanged (40% of the section changed)

4 unchanged sentences

2021 December 31,

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,615,237 and $ 6,592,019 at March 31, 2021 and December 31, 2020, respectively)

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,664,480 and $ 6,592,019 at June 30, 2021 and December 31, 2020, respectively)

$ 23,417,175 $ 22,969,110

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at March 31, 2021 and December 31, 2020, respectively)

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at June 30, 2021 and December 31, 2020, respectively)

237,765 237,393

1 unchanged sentence

170,331 146,406

accumulated depreciation (amounts related to VIEs of $( 1,188,554 ) and $( 1,158,548 ) at March 31, 2021 and December 31, 2020, respectively)

accumulated depreciation (amounts related to VIEs of $( 1,235,346 ) and $( 1,158,548 ) at June 30, 2021 and December 31, 2020, respectively)

( 5,752,818 ) ( 5,534,102 )

Total real estate 18,072,453 17,818,807

Cash and cash equivalents (amounts related to VIEs of $ 289,737 and $ 340,642 at March 31, 2021 and December 31, 2020, respectively)

Cash and cash equivalents (amounts related to VIEs of $ 335,837 and $ 340,642 at June 30, 2021 and December 31, 2020, respectively)

557,307 1,668,742

2 unchanged sentences

Investments in securities 41,476 39,457

Tenant and other receivables, net (amounts related to VIEs of $ 5,846 and $ 10,911 at March 31, 2021 and December 31, 2020, respectively)

Tenant and other receivables, net (amounts related to VIEs of $ 5,298 and $ 10,911 at June 30, 2021 and December 31, 2020, respectively)

58,624 77,411

2 unchanged sentences

19,087 18,729

Accrued rental income, net (amounts related to VIEs of $ 341,772 and $ 336,594 at March 31, 2021 and December 31, 2020, respectively)

Accrued rental income, net (amounts related to VIEs of $ 346,443 and $ 336,594 at June 30, 2021 and December 31, 2020, respectively)

1,172,411 1,122,502

Deferred charges, net (amounts related to VIEs of $ 177,647 and $ 183,306 at March 31, 2021 and December 31, 2020, respectively)

Deferred charges, net (amounts related to VIEs of $ 173,578 and $ 183,306 at June 30, 2021 and December 31, 2020, respectively)

627,338 640,085

Prepaid expenses and other assets (amounts related to VIEs of $ 45,075 and $ 13,137 at March 31, 2021 and December 31, 2020, respectively)

Prepaid expenses and other assets (amounts related to VIEs of $ 12,441 and $ 13,137 at June 30, 2021 and December 31, 2020, respectively)

46,946 33,840

2 unchanged sentences

LIABILITIES AND EQUITY

Mortgage notes payable, net (amounts related to VIEs of $ 2,904,672 and $ 2,907,590 at March 31, 2021 and December 31, 2020, respectively)

Mortgage notes payable, net (amounts related to VIEs of $ 2,901,709 and $ 2,907,590 at June 30, 2021 and December 31, 2020, respectively)

$ 2,901,709 $ 2,909,081

2 unchanged sentences

Unsecured term loan, net — 499,390

Lease liabilities - finance leases (amounts related to VIEs of $ 20,345 and $ 20,306 at March 31, 2021 and December 31, 2020, respectively)

Lease liabilities - finance leases (amounts related to VIEs of $ 20,382 and $ 20,306 at June 30, 2021 and December 31, 2020, respectively)

243,381 236,492

Lease liabilities - operating leases 226,594 201,713

Accounts payable and accrued expenses (amounts related to VIEs of $ 15,957 and $ 23,128 at March 31, 2021 and December 31, 2020, respectively)

Accounts payable and accrued expenses (amounts related to VIEs of $ 40,100 and $ 23,128 at June 30, 2021 and December 31, 2020, respectively)

305,969 336,264

2 unchanged sentences

107,386 106,288

Preferred stock redemption liability 200,000 —

Other liabilities (amounts related to VIEs of $ 141,547 and $ 158,805 at March 31, 2021 and December 31, 2020, respectively)

Other liabilities (amounts related to VIEs of $ 129,477 and $ 158,805 at June 30, 2021 and December 31, 2020, respectively)

370,990 412,084

1 unchanged sentence

Commitments and contingencies (See Note 9)

Redeemable deferred stock units— 78,362 and 72,966 units outstanding at redemption value at June 30, 2021 and December 31, 2020, respectively

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BOSTON PROPERTIES, INC.

2 unchanged sentences

2021 December 31,

Redeemable deferred stock units— 75,834 and 72,966 units outstanding at redemption value at March 31, 2021 and December 31, 2020, respectively

Stockholders’ equity attributable to Boston Properties, Inc.:

2 unchanged sentences

5.25 % Series B cumulative redeemable preferred stock, $ 0.01 par value, liquidation preference $ 2,500 per share, 92,000 shares authorized, 80,000 shares issued and outstanding at December 31, 2020

Common stock, $ 0.01 par value, 250,000,000 shares authorized, 156,153,100 and 155,797,725 issued and 156,074,200 and 155,718,825 outstanding at March 31, 2021 and December 31, 2020, respectively

Common stock, $ 0.01 par value, 250,000,000 shares authorized, 156,214,859 and 155,797,725 issued and 156,135,959 and 155,718,825 outstanding at June 30, 2021 and December 31, 2020, respectively

Additional paid-in capital

1 unchanged sentence

Dividends in excess of earnings ( 612,247 ) ( 509,653 )

Treasury common stock at cost, 78,900 shares at March 31, 2021 and December 31, 2020

Treasury common stock at cost, 78,900 shares at June 30, 2021 and December 31, 2020

( 2,722 ) ( 2,722 )

8 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES, INC.

1 unchanged sentence

(unaudited and in thousands, except for per share amounts)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2021 2020 2021 2020

Lease $ 684,025 $ 630,119 $ 1,369,842 $ 1,340,230

3 unchanged sentences

Direct reimbursements of payroll and related costs from management services contracts

2,655 2,484 6,160 5,721

Total revenue 713,807 654,773 1,427,502 1,407,329

33 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES, INC.

1 unchanged sentence

(unaudited and in thousands)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2021 2020 2021 2020

Net income $ 141,250 $ 298,580 $ 269,397 $ 875,726

11 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES, INC.

4 unchanged sentences

Shares Amount

Equity, December 31, 2020 155,719 $ 1,557 $ 200,000 $ 6,356,791 $ ( 509,653 ) $ ( 2,722 ) $ ( 49,890 ) $ 616,596 $ 1,726,933 $ 8,339,612

Equity, March 31, 2021 156,074 $ 1,561 $ — $ 6,392,923 $ ( 570,982 ) $ ( 2,722 ) $ ( 45,139 ) $ 620,106 $ 1,725,600 $ 8,121,347

Redemption of operating partnership units to common stock 59 — — 2,087 — — — ( 2,087 ) — —

1 unchanged sentence

Dividends/distributions declared — — — — ( 153,013 ) — — ( 17,253 ) — ( 170,266 )

Net activity from stock option and incentive plan 3 — — ( 294 ) — — — 13,191 — 12,897

Contributions from noncontrolling interests in property partnerships — — — — — — — — 2,139 2,139

Distributions to noncontrolling interests in property partnerships — — — — — — — — ( 19,704 ) ( 19,704 )

Effective portion of interest rate contracts — — — — — — 593 61 — 654

Amortization of interest rate contracts — — — — — — 1,380 152 144 1,676

Reallocation of noncontrolling interest — — — 11,200 — — — ( 11,200 ) — —

Equity, June 30, 2021

156,136 $ 1,561 $ — $ 6,405,916 $ ( 612,247 ) $ ( 2,722 ) $ ( 43,166 ) $ 615,308 $ 1,725,343 $ 8,089,993

Equity, March 31, 2020 155,315 $ 1,553 $ 200,000 $ 6,321,475 $ ( 416,740 ) $ ( 2,722 ) $ ( 55,700 ) $ 636,572 $ 1,736,445 $ 8,420,883

Redemption of operating partnership units to common stock 303 3 — 10,846 — — — ( 10,849 ) — —

Allocated net income (loss) for the period — — — — 269,361 — — 29,986 ( 767 ) 298,580

Dividends/distributions declared — — — — ( 155,132 ) — — ( 17,194 ) — ( 172,326 )

Net activity from stock option and incentive plan 4 — — 873 — — — 9,352 — 10,225

Contributions from noncontrolling interests in property partnerships — — — — — — — — 2,081 2,081

Distributions to noncontrolling interests in property partnerships — — — — — — — — ( 13,315 ) ( 13,315 )

Effective portion of interest rate contracts — — — — — — ( 601 ) ( 58 ) — ( 659 )

Amortization of interest rate contracts — — — — — — 1,380 153 144 1,677

Reallocation of noncontrolling interest — — — 7,471 — — — ( 7,471 ) — —

Equity, June 30, 2020

155,622 $ 1,556 $ 200,000 $ 6,340,665 $ ( 302,511 ) $ ( 2,722 ) $ ( 54,921 ) $ 640,491 $ 1,724,588 $ 8,547,146

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BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited and in thousands)

Common Stock Preferred Stock Additional Paid-in Capital Dividends in Excess of Earnings Treasury Stock,

at cost Accumulated Other Comprehensive Loss Noncontrolling Interests - Common Units Noncontrolling Interests - Property Partnerships Total

Shares Amount

Equity, December 31, 2020 155,719 $ 1,557 $ 200,000 $ 6,356,791 $ ( 509,653 ) $ ( 2,722 ) $ ( 49,890 ) $ 616,596 $ 1,726,933 $ 8,339,612

Redemption of operating partnership units to common stock 177 1 — 6,284 — — — ( 6,285 ) — —

Allocated net income for the period — — — — 212,344 — — 23,422 33,631 269,397

Dividends/distributions declared — — — — ( 308,526 ) — — ( 34,540 ) — ( 343,066 )

Shares issued pursuant to stock purchase plan 5 — — 484 — — — — — 484

7 unchanged sentences

Reallocation of noncontrolling interest — — — 16,272 — — — ( 16,272 ) — —

Equity, March 31, 2021

156,074 $ 1,561 $ — $ 6,392,923 $ ( 570,982 ) $ ( 2,722 ) $ ( 45,139 ) $ 620,106 $ 1,725,600 $ 8,121,347

Equity, June 30, 2021 156,136 $ 1,561 $ — $ 6,405,916 $ ( 612,247 ) $ ( 2,722 ) $ ( 43,166 ) $ 615,308 $ 1,725,343 $ 8,089,993

Equity, December 31, 2019 154,790 $ 1,548 $ 200,000 $ 6,294,719 $ ( 760,523 ) $ ( 2,722 ) $ ( 48,335 ) $ 600,860 $ 1,728,689 $ 8,014,236

10 unchanged sentences

Reallocation of noncontrolling interest — — — 11,029 — — — ( 11,029 ) — —

Equity, March 31, 2020

155,315 $ 1,553 $ 200,000 $ 6,321,475 $ ( 416,740 ) $ ( 2,722 ) $ ( 55,700 ) $ 636,572 $ 1,736,445 $ 8,420,883

Equity, June 30, 2020 155,622 $ 1,556 $ 200,000 $ 6,340,665 $ ( 302,511 ) $ ( 2,722 ) $ ( 54,921 ) $ 640,491 $ 1,724,588 $ 8,547,146

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES, INC.

1 unchanged sentence

(unaudited and in thousands)

Three months ended March 31,

Six months ended June 30,

Cash flows from operating activities:

4 unchanged sentences

Non-cash compensation expense 34,370 27,899

Loss (income) from unconsolidated joint ventures ( 5,225 ) 369

Income from unconsolidated joint ventures ( 3,852 ) ( 1,463 )

Distributions of net cash flow from operations of unconsolidated joint ventures

14,387 13,382

(Gains) losses from investments in securities ( 3,934 ) 893

17 unchanged sentences

Cash flows from investing activities:

Acquisitions of real estate ( 100,176 ) ( 133,406 )

Construction in progress ( 235,577 ) ( 247,615 )

5 unchanged sentences

Capital distributions from unconsolidated joint ventures

Issuance of notes receivable, net — ( 9,800 )

Proceeds from sale of investment in unconsolidated joint venture 17,789 —

7 unchanged sentences

Repayments of unsecured line of credit — ( 265,000 )

Repayment of unsecured term loan ( 500,000 ) —

Deferred financing costs ( 7,145 ) ( 11 )

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BOSTON PROPERTIES, INC.

1 unchanged sentence

(unaudited and in thousands)

Three months ended March 31,

Six months ended June 30,

Repayment of unsecured term loan ( 500,000 ) —

Redemption of preferred stock ( 200,000 ) —

Payments on finance lease obligations 618 —

Deferred financing costs ( 13,642 ) ( 9,465 )

Debt prepayment and extinguishment costs ( 185 ) —

20 unchanged sentences

Change in real estate included in accounts payable and accrued expenses $ ( 22,822 ) $ ( 25,461 )

Preferred stock redemption liability $ 200,000 $ —

Right-of-use assets obtained in exchange for lease liabilities $ 26,887 $ —

Accrued rental income, net deconsolidated $ — $ ( 4,558 )

3 unchanged sentences

Investment in unconsolidated joint venture recorded upon deconsolidation $ — $ 347,898

Deferred distributions from sale of investment in unconsolidated joint venture $ 5,808 $ —

Deferred proceeds from sale of investment in unconsolidated joint venture $ 200 $ —

Dividends and distributions declared but not paid $ 169,718 $ 171,077

2 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES LIMITED PARTNERSHIP

2 unchanged sentences

2021 December 31,

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,615,237 and $ 6,592,019 at March 31, 2021 and December 31, 2020, respectively)

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,664,480 and $ 6,592,019 at June 30, 2021 and December 31, 2020, respectively)

$ 23,041,680 $ 22,592,301

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at March 31, 2021 and December 31, 2020, respectively)

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at June 30, 2021 and December 31, 2020, respectively)

237,765 237,393

Right of use assets - operating leases 170,331 146,406

accumulated depreciation (amounts related to VIEs of $( 1,188,554 ) and $( 1,158,548 ) at March 31, 2021 and December 31, 2020, respectively)

accumulated depreciation (amounts related to VIEs of $( 1,235,346 ) and $( 1,158,548 ) at June 30, 2021 and December 31, 2020, respectively)

( 5,643,781 ) ( 5,428,576 )

Total real estate 17,805,995 17,547,524

Cash and cash equivalents (amounts related to VIEs of $ 289,737 and $ 340,642 at March 31, 2021 and December 31, 2020, respectively)

Cash and cash equivalents (amounts related to VIEs of $ 335,837 and $ 340,642 at June 30, 2021 and December 31, 2020, respectively)

557,307 1,668,742

2 unchanged sentences

Investments in securities 41,476 39,457

Tenant and other receivables, net (amounts related to VIEs of $ 5,846 and $ 10,911 at March 31, 2021 and December 31, 2020, respectively)

Tenant and other receivables, net (amounts related to VIEs of $ 5,298 and $ 10,911 at June 30, 2021 and December 31, 2020, respectively)

58,624 77,411

1 unchanged sentence

Notes receivable, net 19,087 18,729

Accrued rental income, net (amounts related to VIEs of $ 341,772 and $ 336,594 at March 31, 2021 and December 31, 2020, respectively)

Accrued rental income, net (amounts related to VIEs of $ 346,443 and $ 336,594 at June 30, 2021 and December 31, 2020, respectively)

1,172,411 1,122,502

Deferred charges, net (amounts related to VIEs of $ 177,647 and $ 183,306 at March 31, 2021 and December 31, 2020, respectively)

Deferred charges, net (amounts related to VIEs of $ 173,578 and $ 183,306 at June 30, 2021 and December 31, 2020, respectively)

627,338 640,085

Prepaid expenses and other assets (amounts related to VIEs of $ 45,075 and $ 13,137 at March 31, 2021 and December 31, 2020, respectively)

Prepaid expenses and other assets (amounts related to VIEs of $ 12,441 and $ 13,137 at June 30, 2021 and December 31, 2020, respectively)

46,946 33,840

2 unchanged sentences

LIABILITIES AND CAPITAL

Mortgage notes payable, net (amounts related to VIEs of $ 2,904,672 and $ 2,907,590 at March 31, 2021 and December 31, 2020, respectively)

Mortgage notes payable, net (amounts related to VIEs of $ 2,901,709 and $ 2,907,590 at June 30, 2021 and December 31, 2020, respectively)

$ 2,901,709 $ 2,909,081

2 unchanged sentences

Unsecured term loan, net — 499,390

Lease liabilities - finance leases (amounts related to VIEs of $ 20,345 and $ 20,306 at March 31, 2021 and December 31, 2020, respectively)

Lease liabilities - finance leases (amounts related to VIEs of $ 20,382 and $ 20,306 at June 30, 2021 and December 31, 2020, respectively)

243,381 236,492

1 unchanged sentence

226,594 201,713

Accounts payable and accrued expenses (amounts related to VIEs of $ 15,957 and $ 23,128 at March 31, 2021 and December 31, 2020, respectively)

Accounts payable and accrued expenses (amounts related to VIEs of $ 40,100 and $ 23,128 at June 30, 2021 and December 31, 2020, respectively)

305,969 336,264

2 unchanged sentences

107,386 106,288

Preferred unit redemption liability 200,000 —

Other liabilities (amounts related to VIEs of $ 141,547 and $ 158,805 at March 31, 2021 and December 31, 2020, respectively)

Other liabilities (amounts related to VIEs of $ 129,477 and $ 158,805 at June 30, 2021 and December 31, 2020, respectively)

370,990 412,084

1 unchanged sentence

Commitments and contingencies (See Note 9)

Redeemable deferred stock units— 78,362 and 72,966 units outstanding at redemption value at June 30, 2021 and December 31, 2020, respectively

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BOSTON PROPERTIES LIMITED PARTNERSHIP

2 unchanged sentences

2021 December 31,

Redeemable deferred stock units— 75,834 and 72,966 units outstanding at redemption value at March 31, 2021 and December 31, 2020, respectively

Noncontrolling interests:

Redeemable partnership units— 16,053,640 and 16,037,121 common units and 1,525,306 and 1,336,115 long term incentive units outstanding at redemption value at March 31, 2021 and December 31, 2020, respectively

Redeemable partnership units— 16,038,056 and 16,037,121 common units and 1,489,456 and 1,336,115 long term incentive units outstanding at redemption value at June 30, 2021 and December 31, 2020, respectively

2,008,478 1,643,024

5.25 % Series B cumulative redeemable preferred units, liquidation preference $ 2,500 per unit, 80,000 units issued and outstanding at March 31, 2021 and December 31, 2020

Boston Properties Limited Partnership partners’ capital— 1,736,531 and 1,730,921 general partner units and 154,337,669 and 153,987,904 limited partner units outstanding at March 31, 2021 and December 31, 2020, respectively

5.25 % Series B cumulative redeemable preferred units, liquidation preference $ 2,500 per unit, 80,000 units issued and outstanding at December 31, 2020

Boston Properties Limited Partnership partners’ capital— 1,736,635 and 1,730,921 general partner units and 154,399,324 and 153,987,904 limited partner units outstanding at June 30, 2021 and December 31, 2020, respectively

4,132,880 4,554,639

5 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES LIMITED PARTNERSHIP

1 unchanged sentence

(unaudited and in thousands, except for per unit amounts)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2021 2020 2021 2020

Lease $ 684,025 $ 630,119 $ 1,369,842 $ 1,340,230

3 unchanged sentences

Direct reimbursements of payroll and related costs from management services contracts

2,655 2,484 6,160 5,721

Total revenue 713,807 654,773 1,427,502 1,407,329

29 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES LIMITED PARTNERSHIP

1 unchanged sentence

(unaudited and in thousands)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2021 2020 2021 2020

Net income $ 143,010 $ 303,833 $ 274,222 $ 892,277

4 unchanged sentences

Comprehensive income 145,340 304,851 281,968 885,241

Comprehensive income attributable to noncontrolling interests ( 16,611 ) ( 19,630 )

Comprehensive (income) loss attributable to noncontrolling interests ( 17,308 ) 623 ( 33,919 ) ( 19,007 )

Comprehensive income attributable to Boston Properties Limited Partnership

3 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES LIMITED PARTNERSHIP

5 unchanged sentences

Interests - Property Partnerships Total Capital Noncontrolling Interests - Redeemable Partnership Units

Equity, March 31, 2021 1,737 154,338 $ 4,392,624 $ — $ ( 45,139 ) $ 1,725,600 $ 6,073,085 $ 1,780,044

Net activity from contributions and unearned compensation — 2 ( 294 ) — — — ( 294 ) 13,191

Allocated net income for the period — — 113,508 — — 17,164 130,672 12,338

Distributions — — ( 153,013 ) — — — ( 153,013 ) ( 17,253 )

Conversion of redeemable partnership units — 59 2,087 — — — 2,087 ( 2,087 )

Adjustment to reflect redeemable partnership units at redemption value — — ( 222,032 ) — — — ( 222,032 ) 222,032

Effective portion of interest rate contracts — — — — 593 — 593 61

Amortization of interest rate contracts — — — — 1,380 144 1,524 152

Contributions from noncontrolling interests in property partnerships — — — — — 2,139 2,139 —

Distributions to noncontrolling interests in property partnerships — — — — — ( 19,704 ) ( 19,704 ) —

Equity, June 30, 2021

1,737 154,399 $ 4,132,880 $ — $ ( 43,166 ) $ 1,725,343 $ 5,815,057 $ 2,008,478

Equity, March 31, 2020 1,731 153,584 $ 4,626,627 $ 193,623 $ ( 55,700 ) $ 1,736,445 $ 6,500,995 $ 1,639,855

Net activity from contributions and unearned compensation — 5 873 — — — 873 9,352

Allocated net income (loss) for the period — — 271,989 2,625 — ( 767 ) 273,847 29,986

Distributions — — ( 152,507 ) ( 2,625 ) — — ( 155,132 ) ( 17,194 )

Conversion of redeemable partnership units — 302 10,849 — — — 10,849 ( 10,849 )

Adjustment to reflect redeemable partnership units at redemption value — — 70,235 — — — 70,235 ( 70,235 )

Effective portion of interest rate contracts — — — — ( 601 ) — ( 601 ) ( 58 )

Amortization of interest rate contracts — — — — 1,380 144 1,524 153

Contributions from noncontrolling interests in property partnerships — — — — — 2,081 2,081 —

Distributions to noncontrolling interests in property partnerships — — — — — ( 13,315 ) ( 13,315 ) —

Equity, June 30, 2020

1,731 153,891 $ 4,828,066 $ 193,623 $ ( 54,921 ) $ 1,724,588 $ 6,691,356 $ 1,581,010

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BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS

(in thousands)

Units Capital

General Partner Limited Partner Partners’ Capital (General and Limited Partners) Preferred Units Accumulated

Comprehensive Loss Noncontrolling

Interests - Property Partnerships Total Capital Noncontrolling Interests - Redeemable Partnership Units

Equity, December 31, 2020 1,731 153,988 $ 4,554,639 $ 193,623 $ ( 49,890 ) $ 1,726,933 $ 6,425,305 1,643,024

1 unchanged sentence

Allocated net income for the period

— — 214,609 2,560 — 33,631 250,800 23,422

Distributions

14 unchanged sentences

— — — — — ( 37,929 ) ( 37,929 ) —

Equity, March 31, 2021

1,737 154,338 $ 4,392,624 $ — $ ( 45,139 ) $ 1,725,600 $ 6,073,085 $ 1,780,044

Equity, June 30, 2021 1,737 154,399 $ 4,132,880 $ — $ ( 43,166 ) $ 1,725,343 $ 5,815,057 $ 2,008,478

Equity, December 31, 2019 1,727 153,063 $ 3,380,175 $ 193,623 $ ( 48,335 ) $ 1,728,689 $ 5,254,152 $ 2,468,753

Cumulative effect of a change in accounting principle

— — ( 1,505 ) — — — ( 1,505 ) ( 174 )

Net activity from contributions and unearned compensation 1 68 8,581 — — — 8,581 25,029

Allocated net income for the period

— — 780,783 5,250 — 18,719 804,752 87,525

Distributions

— — ( 304,715 ) ( 5,250 ) — — ( 309,965 ) ( 34,638 )

Conversion of redeemable partnership units

3 760 26,344 — — — 26,344 ( 26,344 )

Adjustment to reflect redeemable partnership units at redemption value

— — 938,403 — — — 938,403 ( 938,403 )

Effective portion of interest rate contracts

— — — — ( 9,333 ) — ( 9,333 ) ( 1,046 )

Amortization of interest rate contracts

— — — — 2,747 288 3,035 308

Contributions from noncontrolling interests in property partnerships

— — — — — 5,957 5,957 —

Distributions to noncontrolling interests in property partnerships

Equity, March 31, 2020

— — — — — ( 29,065 ) ( 29,065 ) —

Equity, June 30, 2020 1,731 153,891 $ 4,828,066 $ 193,623 $ ( 54,921 ) $ 1,724,588 $ 6,691,356 $ 1,581,010

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES LIMITED PARTNERSHIP

1 unchanged sentence

(unaudited and in thousands)

Three months ended March 31,

Six months ended June 30,

Cash flows from operating activities:

4 unchanged sentences

Non-cash compensation expense 34,370 27,899

Loss (income) from unconsolidated joint ventures ( 5,225 ) 369

Income from unconsolidated joint ventures ( 3,852 ) ( 1,463 )

Distributions of net cash flow from operations of unconsolidated joint ventures 14,387 13,382

18 unchanged sentences

Cash flows from investing activities:

Acquisitions of real estate ( 100,176 ) ( 133,406 )

Construction in progress ( 235,577 ) ( 247,615 )

5 unchanged sentences

Proceeds from sale of investment in unconsolidated joint venture 17,789 —

Issuance of notes receivable, net — ( 9,800 )

Investments in securities, net 1,915 3,006

6 unchanged sentences

Repayments of unsecured line of credit — ( 265,000 )

Repayment of unsecured term loan ( 500,000 ) —

Deferred financing costs ( 7,145 ) ( 11 )

Ta ble of Contents

BOSTON PROPERTIES LIMITED PARTNERSHIP

1 unchanged sentence

(unaudited and in thousands)

Three months ended March 31,

Six months ended June 30,

Repayment of unsecured term loan ( 500,000 ) —

Redemption of preferred units ( 200,000 ) —

Payments on finance lease obligations 618 —

Deferred financing costs ( 13,642 ) ( 9,465 )

Debt prepayment and extinguishment costs ( 185 ) —

20 unchanged sentences

Change in real estate included in accounts payable and accrued expenses $ ( 22,822 ) $ ( 25,461 )

Preferred stock redemption liability $ 200,000 $ —

Right-of-use assets obtained in exchange for lease liabilities $ 26,887 $ —

Accrued rental income, net deconsolidated $ — $ ( 4,558 )

3 unchanged sentences

Investment in unconsolidated joint venture recorded upon deconsolidation $ — $ 347,898

Deferred distributions from sale of investment in unconsolidated joint venture $ 5,808 $ —

Deferred proceeds from sale of investment in unconsolidated joint venture $ 200 $ —

Distributions declared but not paid $ 169,718 $ 171,077

2 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES, INC.

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Boston Properties, Inc.

is the sole general partner of Boston Properties Limited Partnership, its operating partnership, and at March 31, 2021 owned an approximate 89.9 % ( 90.0 % at December 31, 2020) general and limited partnership interest in Boston Properties Limited Partnership.

is the sole general partner of Boston Properties Limited Partnership, its operating partnership, and at June 30, 2021 owned an approximate 89.9 % ( 90.0 % at December 31, 2020) general and limited partnership interest in Boston Properties Limited Partnership.

Unless stated otherwise or the context requires, the “Company” refers to Boston Properties, Inc.

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Boston Properties, Inc.

contributed the net proceeds from the offering to Boston Properties Limited Partnership in exchange for 80,000 Series B Preferred Units having terms and preferences generally mirroring those of the Series B Preferred Stock (See Note 11).

On March 2, 2021, Boston Properties, Inc.

issued a redemption notice for 80,000 shares of Series B Preferred Stock, which constituted all of the outstanding Series B Preferred Stock, and the corresponding depositary shares, each representing 1/100th of a share of Series B Preferred Stock (the “Depositary Shares”), and recorded it as a liability.

Upon redemption of the Series B Preferred Stock, the Series B Preferred Units were also redeemed.

On March 31, 2021, Boston Properties, Inc.

transferred the full redemption price for all outstanding shares of Series B Preferred Stock of approximately $ 201.3 million, including approximately $ 1.3 million of accrued and unpaid dividends to, but not including, the redemption date, to the redemption agent and recorded the amount within Cash held in escrows on the Consolidated Balance Sheet (See Notes 11 and 15).

At March 31, 2021, the Company owned or had joint venture interests in a portfolio of 196 commercial real estate properties (the “Properties”) aggregating approximately 51.6 million net rentable square feet of primarily Class A office properties, including nine properties under construction/redevelopment totaling approximately 4.3 million net rentable square feet.

At March 31, 2021, the Properties consisted of:

On April 1, 2021 , Boston Properties, Inc.

redeemed 80,000 shares of Series B Preferred Stock (including the corresponding 8,000,000 Depositary Shares), which represented all of the outstanding shares of Series B Preferred Stock and all of the outstanding Depositary Shares.

In connection with the redemption of the Series B Preferred Stock, the Series B Preferred Units were also redeemed (See Note 11).

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At June 30, 2021, the Company owned or had joint venture interests in a portfolio of 197 commercial real estate properties (the “Properties”) aggregating approximately 51.5 million net rentable square feet of primarily Class A office properties, including nine properties under construction/redevelopment totaling approximately 4.3 million net rentable square feet.

At June 30, 2021, the Properties consisted of:

• 178 office properties (including nine properties under construction/redevelopment);

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These financial statements should be read in conjunction with the Company’s financial statements and notes thereto contained in the Company’s Annual Report in the Company’s Form 10-K for its fiscal year ended December 31, 2020.

The Company bases its estimates on historical experience and on various other assumptions that it considers to be reasonable under the circumstances, including the impact of extraordinary events such as the novel coronavirus (“COVID-19”) pandemic, the results of which form the basis for making significant judgments about the carrying values of assets and liabilities, assessments of future collectability, and other areas of the financial statements that are impacted by the use of estimates.

The Company bases its estimates on historical experience and on various other assumptions that it considers to be reasonable under the circumstances, including the impact of extraordinary events such as the coronavirus (“COVID-19”) pandemic, the results of which form the basis for making significant judgments about the carrying values of assets and liabilities, assessments of future collectability, and other areas of the financial statements that are impacted by the use of estimates.

Actual results may differ from these estimates under different assumptions or conditions.

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Consolidated Variable Interest Entities

As of March 31, 2021, Boston Properties, Inc.

As of June 30, 2021, Boston Properties, Inc.

has identified six consolidated VIEs, including Boston Properties Limited Partnership.

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767 Fifth Avenue (the General Motors Building), Times Square Tower, 601 Lexington Avenue, Atlantic Wharf Office Building and 100 Federal Street.

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The Company consolidates these VIEs because it is the primary beneficiary.

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(1) If trading value for the period is low, the valuation could be categorized as Level 2.

(2) As of March 31, 2021, there were no amounts outstanding under the unsecured line of credit.

(2) As of June 30, 2021, there were no amounts outstanding under the unsecured line of credit.

Because the Company’s valuations of its financial instruments are based on the above Levels and involve the use of estimates, the actual fair values of its financial instruments may differ materially from those estimates.

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Mortgage notes payable Level 3 2.40 % - 4.75 %

In addition, the Company’s estimated fair values for these instruments as of the end of the applicable reporting period are not projections of, nor necessarily indicative of, estimated or actual fair values in future reporting periods.

The following table presents the aggregate carrying value of the Company’s related party note receivable, net, notes receivable, net, mortgage notes payable, net, unsecured senior notes, net, unsecured line of credit and unsecured term loan, net and the Company’s corresponding estimate of fair value as of March 31, 2021 and December 31, 2020 (in thousands):

March 31, 2021 December 31, 2020

The Company’s estimated fair values for these instruments as of the end of the applicable reporting period are not projections of, nor necessarily indicative of, estimated or actual fair values in future reporting periods.

The following table presents the aggregate carrying value of the Company’s related party note receivable, net, notes receivable, net, mortgage notes payable, net, unsecured senior notes, net, unsecured line of credit and unsecured term loan, net and the Company’s corresponding estimate of fair value as of June 30, 2021 and December 31, 2020 (in thousands):

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June 30, 2021 December 31, 2020

Amount Estimated

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Boston Properties, Inc.

Real estate consisted of the following at March 31, 2021 and December 31, 2020 (in thousands):

March 31, 2021 December 31, 2020

Real estate consisted of the following at June 30, 2021 and December 31, 2020 (in thousands):

June 30, 2021 December 31, 2020

Land $ 5,038,870 $ 5,069,206

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(1) See Note 4.

(2) Includes pre-development costs.

Boston Properties Limited Partnership

Real estate consisted of the following at March 31, 2021 and December 31, 2020 (in thousands):

March 31, 2021 December 31, 2020

Real estate consisted of the following at June 30, 2021 and December 31, 2020 (in thousands):

June 30, 2021 December 31, 2020

Land $ 4,942,017 $ 4,971,990

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(1) See Note 4.

(2) Includes pre-development costs.

On February 1, 2021, the Company completed and fully placed in-service One Five Nine East 53rd Street, a Class A office and retail redevelopment of the low-rise portion of its 601 Lexington Avenue property with approximately 220,000 net rentable square feet located in New York City.

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Acquisitions / Pending Acquisitions

On April 19, 2021, the Company entered into an agreement to acquire 11251 Roger Bacon Drive, in Reston, Virginia, for an aggregate purchase price of approximately $ 5.6 million.

The closing is scheduled to occur in the first quarter of 2022.

11251 Roger Bacon Drive is an approximately 65,000 square foot office building situated on approximately 2.6 acres.

The property is 100 % leased to a single tenant with a lease expiration prior to the planned closing.

There can be no assurance that the acquisition will be consummated on the terms currently contemplated or at all.

On June 2, 2021, the Company acquired 153 & 211 Second Avenue located in Waltham, Massachusetts for an aggregate purchase price of approximately $ 100.2 million in cash.

153 & 211 Second Avenue consists of two life sciences lab buildings totaling approximately 137,000 net rentable square feet.

The properties are 100 % leased.

The following table summarizes the allocation of the purchase price, including transaction costs, of 153 & 211 Second Avenue at the date of acquisition (in thousands):

Land $ 33,233

Building and improvements 53,309

Tenant improvements 2,631

In-place lease intangibles 13,415

Below-market lease intangibles ( 2,412 )

Net assets acquired $ 100,176

The following table summarizes the estimated annual amortization of the acquired in-place lease intangibles

and the acquired below-market lease intangibles for 153 & 211 Second Avenue for the remainder of 2021 through the last lease expiration (in thousands):

Acquired In-Place Lease Intangibles Acquired Below-Market Lease Intangibles

Period from June 2, 2021 through December 31, 2021 $ 5,202 $ 935

2022 8,213 1,477

153 & 211 Second Avenue contributed approximately $ 0.8 million of revenue and approximately ($ 0.3 ) million of earnings to the Company for the period from June 2, 2021 through June 30, 2021.

On June 7, 2021, the Company entered into an agreement to acquire Shady Grove Bio+Tech Campus in Rockville, Maryland, for an aggregate purchase price of approximately $ 116.5 million.

The closing is scheduled to occur in the third quarter of 2021.

The Company’s refundable deposit of $ 10.0 million is reflected as Cash and Cash Equivalents in the Company’s Consolidated Balance Sheets.

Shady Grove Bio+Tech Campus is an approximately 435,000 net rentable square foot, seven -building office park situated on an approximately 31 -acre site.

The Company intends to reposition three of the buildings, which are currently vacant, to support life sciences uses (See Note 15).

On June 25, 2021, the Company entered into an agreement to acquire 360 Park Avenue South in New York City, New York for an aggregate purchase price of approximately $ 300.0 million, including (1) the assumption of the mortgage loan collateralized by the property totaling approximately $ 202.0 million and (2) the issuance of approximately $ 98.0 million of OP Units, with a floor price of $ 111.00 per OP Unit.

The closing is scheduled to occur in the fourth quarter of 2021.

The Company’s deposit of $ 30.0 million is reflected as Cash Held in Escrows in the Company’s Consolidated Balance Sheets.

360 Park Avenue South is an approximately 450,000 square foot Class A office building.

Upon acquisition, the building will be vacant and the Company intends to redevelop or reposition the building.

There can be no assurance that the acquisition will be consummated on the terms currently contemplated or at all.

On June 29, 2021, the Company entered into an escrow agreement in connection with an option granted to the Company to purchase Safeco Plaza in Seattle, Washington.

The Company’s refundable deposit of $ 46.5 million is reflected as Cash and Cash Equivalents in the Company’s Consolidated Balance Sheets.

Safeco Plaza is an approximately 800,000 square foot Class A office building.

There can be no assurance that the acquisition will be consummated on the terms currently contemplated or at all (See Note 15).

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On February 1, 2021, the consolidated entity in which the Company has a 55 % interest completed and fully placed in-service One Five Nine East 53rd Street, a Class A office and retail redevelopment of the low-rise portion of its 601 Lexington Avenue property with approximately 220,000 net rentable square feet located in New York City.

On February 25, 2021, the Company commenced the development of 180 CityPoint, located in Waltham, Massachusetts.

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On February 25, 2021, the Company commenced the redevelopment of The Prudential Center Observatory, a 59,000 net rentable square foot redevelopment of the top three floors of 800 Boylston Street - The Prudential Center, located in Boston, Massachusetts.

On April 16, 2021, the Company removed 3625-3635 Peterson Way from its in-service portfolio following the lease expiration of the last tenant on April 15, 2021.

The Company intends to demolish the building and redevelop the site at a future date.

3625-3635 Peterson Way is an approximately 218,000 net rentable square foot Class A office building located in Santa Clara, California.

On December 13, 2018, the Company sold its 6595 Springfield Center Drive development project located in Springfield, Virginia.

Concurrently with the sale, the Company agreed to act as development manager and guaranteed the completion of the project (See Note 9).

The development project was completed during the second quarter of 2021 and, upon completion of the project, the total cost of development was determined to be below the estimated total investment at the time of sale.

As a result, the Company recognized a gain on sale of real estate of approximately $ 7.8 million during the three months ended June 30, 2021.

The Company must make estimates as to the collectability of its accrued rent and accounts receivable related to lease revenue.

Management analyzes accrued rent and accounts receivable by considering tenant creditworthiness, current economic trends, including the impact of COVID-19 on tenants’ businesses, and changes in tenants’ payment patterns when evaluating the collectability of the tenant’s receivable balance, including the accrued rent receivable, on a lease-by-lease basis.

As a result of this analysis, during the three months ended March 31, 2021 and 2020, the Company wrote off approximately $ 0.6 million and $ 1.2 million, respectively, related to accrued rent, net balances and approximately $( 0.2 ) million and $ 0.3 million, respectively, related to accounts receivable, net balances.

The write-offs were for tenants, primarily in the retail sector, that either terminated their leases or that the Company considered their accrued rent and/or accounts receivable balances no longer probable of collection.

The following table summarizes the components of lease revenue recognized during the three months ended March 31, 2021 and 2020 included within the Company's Consolidated Statements of Operations (in thousands):

Three months ended March 31,

When evaluating the collectability of tenants’ accrued rent and accounts receivable balances, management considers tenant creditworthiness, current economic trends, including the impact of COVID-19 on tenants’ businesses, and changes in tenants’ payment patterns, on a lease-by-lease basis.

As a result, the Company wrote off approximately $ 0.6 million and $ 1.2 million, respectively, during the three and six months ended June 30, 2021 and $ 35.9 million and $ 37.4 million, respectively, during the three and six months ended June 30, 2020, related to accrued rent, net balances.

Additionally, the Company wrote off approximately $ 0.3 million and $ 0.1 million , respectively, during the three and six months ended June 30, 2021 and $ 18.0 million and $ 18.9 million, respectively, during the three and six months ended June 30, 2020, related to accounts receivable, net balances.

The write-offs were for tenants, primarily in the retail sector, that either terminated their leases or for which the Company considered their accrued rent and/or accounts receivable balances were no longer probable of collection.

On May 19, 2021, the Company amended its ground lease at Sumner Square in Washington, DC.

The amendment extends the ground lease for an additional 15 years.

Prior to the amendment, the ground lease was scheduled to expire on August 10, 2066.

The ground lease will now expire on August 9, 2081.

The lease requires the Company to pay $ 23.0 million in 2021 and requires the Company’s remaining obligation of approximately $ 4.0 million be used to fund certain operation and maintenance costs for the next five years, with no payments thereafter.

The Company’s incremental borrowing rate is 3.95 % per annum.

The net present value of the ground lease payments is approximately $ 26.7 million.

The Company continues to classify this ground lease as an operating lease.

As a result, the Company recorded a Right-of-Use Assets - Operating Leases and Lease Liabilities - Operating Leases of approximately $ 27.1 million and $ 26.7 million, respectively, on its Consolidated Balance Sheet.

The Sumner Square ground lease had operating lease costs of approximately $ 0.2 million and $ 0.3 million for the three months ended June 30, 2021 and 2020, respectively, and approximately $ 0.5 million and $ 0.7 million for the six months ended June 30, 2021 and 2020, respectively.

Sumner Square is an approximately 210,000 net rentable square foot Class A office building.

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The following table provides a maturity analysis for the Company’s lease liabilities related to its Sumner Square operating lease as of May 19, 2021 (in thousands):

Period from May 19, 2021 through December 31, 2021 $ 23,599

Total lease payments 27,206

Interest portion ( 536 )

Present value of lease payments $ 26,670

The following table summarizes the components of lease revenue recognized during the three and six months ended June 30, 2021 and 2020 included within the Company's Consolidated Statements of Operations (in thousands):

Three months ended June 30, Six months ended June 30,

Lease Revenue 2021 2020 2021 2020

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$ 684,025 $ 630,119 $ 1,369,842 $ 1,340,230

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Investments in Unconsolidated Joint Ventures

The investments in unconsolidated joint ventures consist of the following at March 31, 2021 and December 31, 2020:

The investments in unconsolidated joint ventures consist of the following at June 30, 2021 and December 31, 2020:

Carrying Value of Investment (1)

Entity Properties Nominal %

Ownership March 31,

Ownership June 30,

2021 December 31,

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33.3 % (3) 34,505 35,297

Annapolis Junction NFM LLC Annapolis Junction 50.0 % (4) — 13,463

Annapolis Junction NFM LLC Annapolis Junction 50.0 % (4) N/A 13,463

540 Madison Venture LLC 540 Madison Avenue 60.0 % (5) — 122

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(1) Investments with deficit balances aggregating approximately $ 35.6 million and $ 36.6 million at March 31, 2021 and December 31, 2020, respectively, are included within Other Liabilities in the Company’s Consolidated Balance Sheets.

(1) Investments with deficit balances aggregating approximately $ 35.5 million and $ 36.6 million at June 30, 2021 and December 31, 2020, respectively, are included within Other Liabilities in the Company’s Consolidated Balance Sheets.

(2) The Company’s economic ownership has increased based on the achievement of certain return thresholds.

At March 31, 2021 and December 31, 2020, the Company’s economic ownership was approximately 50 %.

At June 30, 2021 and December 31, 2020, the Company’s economic ownership was approximately 50 %.

(3) The Company’s wholly-owned subsidiary that owns Wisconsin Place Office also owns a 33.3 % interest in the joint venture entity that owns the land, parking garage and infrastructure of the project.

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As of December 31, 2020, the investment consisted of undistributed cash.

All remaining cash has been distributed as of March 31, 2021.

All remaining cash has been distributed as of June 30, 2021.

(6) Under the joint venture agreement for this land parcel, the partner will be entitled to up to two additional payments from the venture based on increases in total entitled square footage of the project above 520,000 square feet and achieving certain project returns at stabilization.

(7) This entity is a VIE (See Note 2).

(8) As a result of the partner’s deferred contribution, the Company owned an approximately 54 % and 55 % interest in the joint venture at March 31, 2021 and December 31, 2020, respectively.

(8) As a result of the partner’s deferred contribution, the Company owned an approximately 53 % and 55 % interest in the joint venture at June 30, 2021 and December 31, 2020, respectively.

Future development projects will be owned 49 % by the Company and 51 % by its partner.

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Certain of the Company’s unconsolidated joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint ventures.

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(1) At March 31, 2021 and December 31, 2020, this amount included right of use assets - finance leases totaling approximately $ 248.9 million and $ 248.9 million, respectively, and right of use assets - operating leases totaling approximately $ 22.2 million and $ 22.5 million, respectively.

(2) At March 31, 2021 and December 31, 2020, this amount included lease liabilities - finance leases totaling approximately $ 387.9 million and $ 388.7 million, respectively, and lease liabilities - operating leases totaling approximately $ 29.2 million and $ 29.0 million, respectively.

(1) At June 30, 2021 and December 31, 2020, this amount included right of use assets - finance leases totaling approximately $ 248.9 million and $ 248.9 million, respectively, and right of use assets - operating leases totaling approximately $ 22.0 million and $ 22.5 million, respectively.

(2) At June 30, 2021 and December 31, 2020, this amount included lease liabilities - finance leases totaling approximately $ 387.1 million and $ 388.7 million, respectively, and lease liabilities - operating leases totaling approximately $ 29.4 million and $ 29.0 million, respectively.

(3) This amount represents the aggregate difference between the Company’s historical cost basis and the basis reflected at the joint venture level, which is typically amortized over the life of the related assets and liabilities.

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In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the joint venture level.

The Company’s basis differences are as follows:

The majority of the Company’s basis differences are as follows:

2021 December 31,

(in thousands)

Property (in thousands)

Colorado Center $ 305,902 $ 307,328

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These basis differentials (excluding land) will be amortized over the remaining lives of the related assets and liabilities.

(4) Investments with deficit balances aggregating approximately $ 35.6 million and $ 36.6 million at March 31, 2021 and December 31, 2020, respectively, are reflected within Other Liabilities in the Company’s Consolidated Balance Sheets.

(4) Investments with deficit balances aggregating approximately $ 35.5 million and $ 36.6 million at June 30, 2021 and December 31, 2020, respectively, are reflected within Other Liabilities in the Company’s Consolidated Balance Sheets.

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The combined summarized statements of operations of the Company’s unconsolidated joint ventures are as follows:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2021 2020 2021 2020

(in thousands)

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Interest expense ( 25,636 ) ( 23,306 ) ( 51,192 ) ( 45,889 )

Gains on sales of real estate — 11,720 — 11,720

Net income (loss) $ ( 4,824 ) $ 6,883 $ ( 14,358 ) $ 10,067

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(1) Includes straight-line rent adjustments of approximately $ 1.1 million and $ 9.7 million for the three months ended March 31, 2021 and 2020, respectively.

For the three months ended March 31, 2021, write-offs of accounts receivable and accrued rent balances totaled approximately $ 0.3 million.

(2) During the three months ended March 31, 2021, the Company completed the sale of its 50 % ownership interest in Annapolis Junction NFM LLC.

(1) Includes straight-line rent adjustments of approximately $ 5.0 million and $ 8.5 million for the three months ended June 30, 2021 and 2020, respectively, and approximately $ 6.1 million and $ 18.2 million for the six months ended June 30, 2021 and 2020, respectively.

(2) During the six months ended June 30, 2021, the Company completed the sale of its 50 % ownership interest in Annapolis Junction NFM LLC.

The Company recognized a gain on sale of investment of approximately $ 10.3 million.

(3) Includes straight-line rent adjustments of approximately $ 0.5 million and $ 0.5 million for the three months ended March 31, 2021 and 2020, respectively.

Also includes net above-/below-market rent adjustments of approximately $ 0.1 million and $ 0.3 million for the three months ended March 31, 2021 and 2020, respectively.

On February 25, 2021, a joint venture in which the Company has a 54 % interest, commenced the development of 751 Gateway, a speculative laboratory building located in South San Francisco, California, that is expected to be approximately 229,000 net rentable square feet upon completion.

(3) Includes straight-line rent adjustments of approximately $ 0.1 million and $ 0.4 million for the three months ended June 30, 2021 and 2020, respectively, and approximately $ 0.6 million and $ 0.9 million for the six months ended June 30, 2021 and 2020, respectively.

Also includes net above-/below-market rent adjustments of approximately $ 0.1 million and $ 0.2 million for the three months ended June 30, 2021 and 2020, respectively, and approximately $ 0.2 million and $ 0.5 million for the six months ended June 30, 2021 and 2020, respectively.

On February 25, 2021, a joint venture in which the Company had a 54 % interest, commenced the development of 751 Gateway, a speculative laboratory building located in South San Francisco, California, that is expected to be approximately 229,000 net rentable square feet upon completion.

751 Gateway is the first phase of a multi-phase development plan at Gateway Commons.

Upon the formation of the joint venture in 2020, the Company had an approximately 55 % ownership interest in the joint venture as a result of the partner’s deferred contribution and the partner is obligated to fund all required capital until such time as the Company owns a 50 % interest.

On March 31, 2021, the Company had a 54 % interest in the joint venture.

On June 30, 2021, the Company had a 53 % interest in the joint venture.

The Company will own a 49 % interest in any development project, including 751 Gateway.

On March 30, 2021, the Company completed the sale of its 50 % ownership interest in Annapolis Junction NFM LLC (the “Annapolis Junction Joint Venture”) to the joint venture partner for a gross sales price of $ 65.9 million.

Net cash proceeds to the Company totaled approximately $ 17.6 million after repayment of the Company's share of debt totaling approximately $ 15.1 million and the deferment of a $ 0.2 million payment due from the purchaser.

Net cash proceeds to the Company totaled approximately $ 17.8 million after repayment of the Company's share of debt totaling approximately $ 15.1 million.

The Company recognized a gain on sale of investment totaling approximatel y $ 10.3 million , w hich is included in Income (Loss) from Unconsolidated Joint Ventures in the accompanying Consolidated Statements of Operations.

In addition to net cash proceeds from the sale, the Company will be distributed approximately $ 5.8 million of available cash subsequent to March 31, 2021.

In addition to net cash proceeds from the sale, the Company received a distribution of approximately $ 5.8 million of available cash.

Annapolis Junction Buildings Six and Seven are Class A office properties totaling approximately 247,000 net rentable square feet.

With the sale of the Company’s ownership interest in the Annapolis Junction Joint Venture, the Company no longer has any assets in Annapolis, Maryland.

On June 11, 2021, a joint venture in which the Company has a 50 % interest partially placed in-service 100 Causeway Street, a Class A office project with approximately 632,000 net rentable square feet located in Boston, Massachusetts.

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On June 29, 2021, the Company enhanced its investment capacity through the creation of a co-investment program with two partners, which will target an aggregate equity investment of $1.0 billion.

The program expects to employ leverage allowing for an initial investment capacity of approximately $2.0 billion.

Under the two-year agreement, the Company will provide its partners first offers to form joint ventures with it to invest in acquisition opportunities that meet the program’s target investment criteria.

Each investment opportunity is discretionary .

Mortgage Notes Payable

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Unsecured Senior Notes

The following summarizes the unsecured senior notes outstanding as of March 31, 2021 (dollars in thousands):

Stated Rate Effective

Rate(1) Principal

Amount Maturity Date(2)

The following summarizes the unsecured senior notes outstanding as of June 30, 2021 (dollars in thousands):

Coupon/Stated Rate Effective Rate(1) Principal Amount Maturity Date(2)

11 Year Unsecured Senior Notes 3.850 % 3.954 % $ 1,000,000 February 1, 2023

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On February 14, 2021, Boston Properties Limited Partnership completed the redemption of $ 850.0 million in aggregate principal amount of its 4.125 % senior notes due May 15, 2021.

The redemption price was approximately $ 858.7 million, which was equal to par plus approximately $ 8.7 million of accrued and unpaid interest to, but not including, the redemption date.

The redemption price was approximately $ 858.7 million, which was equal to the stated principal plus approximately $ 8.7 million of accrued and unpaid interest to, but not including, the redemption date.

Excluding the accrued and unpaid interest, the redemption price was equal to the principal amount being redeemed.

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The aggregate net proceeds from the offering were approximately $ 839.2 million after deducting underwriting discounts and transaction expenses.

The indenture relating to the unsecured senior notes contains certain financial restrictions and requirements, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 50%, (3) an interest coverage ratio of greater than 1.50, and (4) an unencumbered asset value of not less than 150% of unsecured debt.

At March 31, 2021, Boston Properties Limited Partnership was in compliance with each of these financial restrictions and requirements.

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unsecured debt.

At June 30, 2021, Boston Properties Limited Partnership was in compliance with each of these financial restrictions and requirements.

Unsecured Credit Facility

On April 24, 2017, Boston Properties Limited Partnership amended and restated its unsecured revolving credit agreement (as amended and restated, the “2017 Credit Facility”).

Among other things, the 2017 Credit Facility (1) increased the total commitment of the revolving line of credit (the “Revolving Facility”) from $ 1.0 billion to $ 1.5 billion, (2) extended the maturity date from July 26, 2018 to April 24, 2022, (3) reduced the per annum variable interest rates, and (4) added a $ 500.0 million delayed draw term loan facility (the “Delayed Draw Facility”) that permitted Boston Properties Limited Partnership to draw upon it provided that amounts drawn and subsequently repaid may not be borrowed again.

In addition, Boston Properties Limited Partnership may increase the total commitment under the 2017 Credit Facility by up to $ 500.0 million through increases in the Revolving Facility or the Delayed Draw Facility, or both, subject to syndication of the increase and other conditions.

On April 24, 2018, Boston Properties Limited Partnership exercised its option to draw $ 500.0 million on its Delayed Draw Facility.

Prior to its repayment on March 16, 2021, the Delayed Draw Facility bore interest at a variable rate equal to LIBOR plus 0.95 % per annum based on Boston Properties Limited Partnership’s credit rating.

On March 16, 2021, Boston Properties Limited Partnership repaid all amounts borrowed under the Delayed Draw Facility.

On March 16, 2021, Boston Properties Limited Partnership repaid $ 500.0 million, representing all amounts outstanding on its delayed draw term loan facility under its unsecured revolving credit agreement (the “2017 Credit Facility”).

The Company recognized a loss from early extinguishment of debt totaling approximately $ 0.5 million related to unamortized financing costs.

At March 31, 2021, Boston Properties Limited Partnership had no amounts outstanding under its 2017 Credit Facility.

The 2017 Credit Facility contains customary representations and warranties, affirmative and negative covenants and events of default provisions, including failure to pay indebtedness, breaches of covenants, and bankruptcy and other insolvency events, which could result in the acceleration of all amounts and cancellation of all commitments outstanding under the Credit Agreement.

On June 15, 2021, Boston Properties Limited Partnership amended and restated the 2017 Credit Facility (as amended and restated, the “2021 Credit Facility”).

The 2021 Credit Facility provides for borrowings of up to $ 1.5 billion (the “Revolving Facility”), subject to customary conditions.

Among other things, the amendment and restatement (1) extended the maturity date to June 15, 2026 , (2) eliminated the $ 500.0 million delayed draw term loan facility provided under the 2017 Credit Facility, (3) reduced the per annum variable interest rates on borrowings and (4) added a sustainability-linked pricing component.

Under the 2021 Credit Facility, the Company may increase the total commitment by up to $ 500.0 million by increasing the amount of the Revolving Facility and/or by incurring one or more term loans, in each case, subject to syndication of the increase and other conditions.

The 2021 Credit Facility replaces the 2017 Credit Facility, which was scheduled to expire on April 24, 2022.

At Boston Properties Limited Partnership’s option, loans under the 2021 Credit Facility will bear interest at a rate per annum equal to (1) (a) in the case of loans denominated in Dollars, LIBOR, (b) in the case of loans denominated in Euro, EURIBOR, (c) in the case of loans denominated in Canadian Dollars, CDOR, and (d) in the case of loans denominated in Sterling, SONIA, in each case, plus a margin ranging from 70.0 to 140.0 basis points based on Boston Properties Limited Partnership’s credit rating or (2) an alternate base rate equal to the greatest of (a) the Federal Funds rate plus 0.5%, (b) the Administrative Agent’s prime rate, (c) LIBOR for a one-month period plus 1.00%, and (d) 1.00%, in each case, plus a margin ranging from 0 to 40 basis points based on Boston Properties Limited Partnership’s credit rating.

The 2021 Credit Facility also features a sustainability-linked pricing component such that if Boston Properties Limited Partnership meets certain sustainability performance targets, the applicable per annum interest rate will be reduced by one basis point.

The LIBOR replacement provisions in the 2021 Credit Facility permit the use of rates based on the secured overnight financing rate (“SOFR”) administered by the Federal Reserve Bank of New York plus an applicable spread adjustment.

In addition, the 2021 Credit Facility contains a competitive bid option for up to 65% of the Revolving Facility that allows banks that are part of the lender consortium to bid to make loan advances to Boston Properties Limited Partnership at a reduced interest rate.

Pursuant to the 2021 Credit Facility, Boston Properties Limited Partnership is obligated to pay (1) in quarterly installments a facility fee on the total commitment under the Revolving Facility at a rate per annum ranging from 0.10 % to 0.30 % based on Boston Properties Limited Partnership’s credit rating and (2) an annual fee on the undrawn amount of each letter of credit ranging from 0.70 % to 1.40 % based on Boston Properties Limited Partnership ’s credit rating.

Based on Boston Properties Limited Partnership’s current credit rating, (1) the applicable Eurocurrency and LIBOR Daily Floating Rate margins are 0.775 %, (2) the alternate base rate margin is 0 basis points and (3) the facility fee is 0.15 % per annum.

The 2021 Credit Facility contains customary representations and warranties, affirmative and negative covenants, and events of default provisions, including the failure to pay indebtedness, breaches of covenants and bankruptcy and other insolvency events, which could result in the acceleration of the obligation to repay all outstanding amounts and the cancellation of all commitments outstanding under the 2021 Credit Facility.

Among other covenants, the 2021 Credit Facility requires that Boston Properties Limited Partnership maintain on an ongoing basis:

(1) a leverage ratio not to exceed 60%, however, the leverage ratio may increase to no greater than 65% provided that it is reduced back to 60% within one year, (2) a secured debt leverage ratio not to exceed 55%, (3) a fixed charge coverage ratio of at least 1.40, (4) an unsecured debt leverage ratio not to exceed 60%, however, the unsecured debt leverage ratio may increase to no greater than 65% provided that it is reduced to 60% within one year, (5) an unsecured debt interest coverage ratio of at least 1.75 and (6) limitations on permitted investments.

At March 31, 2021, Boston Properties Limited Partnership was in compliance with each of these financial and other covenant requirements.

At June 30, 2021, Boston Properties Limited Partnership was in compliance with each of these financial and other covenant requirements.

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At June 30, 2021, Boston Properties Limited Partnership had no amounts outstanding under the 2021 Credit Facility.

Commitments and Contingencies

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In addition, in the normal course of business, the Company guarantees to certain tenants the obligations of its subsidiaries for the payment of tenant improvement allowances and brokerage commissions in connection with their leases and limited costs arising from delays in delivery of their premises.

The Company has letter of credit and performance obligations related to lender and development requirements that total approximately $ 20.2 million at March 31, 2021.

The Company has letter of credit and performance obligations related to lender and development requirements that total approximately $ 28.4 million at June 30, 2021.

Certain of the Company’s joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint ventures.

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In some cases, the Company earns a fee from the applicable joint venture for providing the guarantee.

obligation to fund various reserves for tenant improvement costs and allowances, leasing commissions and free rent obligations in lieu of cash deposits.

As of March 31, 2021, the maximum funding obligation under the guarantee was approximately $ 23.1 million.

In connection with the refinancing of 767 Fifth Avenue’s (the General Motors Building) secured loan by the Company’s consolidated joint venture entity, 767 Venture, LLC, the Company guaranteed the consolidated entity’s obligation to fund various reserves for tenant improvement costs and allowances, leasing commissions and free rent obligations in lieu of cash deposits.

As of June 30, 2021, the maximum funding obligation under the guarantee was approximately $ 21.5 million.

The Company earns a fee from the joint venture for providing the guarantee and has an agreement with the outside partners to reimburse the joint venture for their share of any payments made under the guarantee.

As of March 31, 2021, no amounts related to the guarantee are recorded as liabilities in the Company’s consolidated financial statements.

As of June 30, 2021, no amounts related to the guarantee are recorded as liabilities in the Company’s consolidated financial statements.

Pursuant to the lease agreement with Marriott, the Company has guaranteed the completion of the office building and parking garage on behalf of its 7750 Wisconsin Avenue joint venture and has also provided a financing guaranty as required with respect to the third-party construction financing.

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To secure such financing arrangements, affiliates of The Bernstein Companies are required to provide certain security, which varies depending on the specific loan, by pledges of their equity interest in the office property, a fee mortgage on the hotel property, or both.

As of March 31, 2021, no amounts related to the contingent aspect of any of the guarantees are recorded as liabilities in the Company’s consolidated financial statements.

As of June 30, 2021, no amounts related to the contingent aspect of any of the guarantees are recorded as liabilities in the Company’s consolidated financial statements.

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In connection with the sale and development of the Company’s 6595 Springfield Center Drive development project, the Company has guaranteed the completion of the project and the payment of certain cost overruns in accordance with the development management agreement with the buyer.

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An affiliate of the buyer has provided a guaranty of the obligations of the buyer to fund such construction costs and the buyer has agreed to use commercially reasonable efforts to require the construction lender to provide certain remedies to the Company in the event the buyer does not fund such construction obligations.

As of March 31, 2021, no amounts related to the contingent aspect of the guarantee are recorded as a liability in the Company’s consolidated financial statements.

As of June 30, 2021, no amounts related to the contingent aspect of the guarantee are recorded as a liability in the Company’s consolidated financial statements (See Note 3).

In connection with the redevelopment of the Company’s 325 Main Street property located in Cambridge, Massachusetts, the Company was required, pursuant to the local zoning ordinance and urban renewal plan, to commence construction of a residential building of at least 200,000 square feet with 25 % of the project designated as income-restricted (with a minimum of 20 % of the square footage devoted to home ownership units) prior to the occupancy of the 325 Main Street property, which is expected to occur during the third quarter of 2022.

The zoning ordinance and urban renewal plan were each recently amended to decouple the residential requirement from the occupancy of the 325 Main Street property.

The zoning ordinance and urban renewal plan were each amended to decouple the residential requirement from the occupancy of the 325 Main Street property.

The amendment to the urban renewal plan is subject to final approvals and completion of administrative processes.

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The Company also carries $ 250 million of Terrorism Coverage for 601 Lexington Avenue, New York, New York (“601 Lexington Avenue”) in excess of the $ 1.0 billion of coverage in the Company’s property insurance program.

Certain properties, including the General Motors Building located at 767 Fifth Avenue in New

York, New York (“767 Fifth Avenue”), are currently insured in separate insurance programs.

Certain properties, including the General Motors Building located at 767 Fifth Avenue in New York, New York (“767 Fifth Avenue”), are currently insured in separate insurance programs.

The property insurance program per occurrence limits for 767 Fifth Avenue are $ 1.625 billion, including Terrorism Coverage.

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The Company may discontinue earthquake insurance or change the structure of its earthquake insurance program on some or all of its properties in the future if the premiums exceed the Company’s estimation of the value of the coverage.

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IXP, a captive insurance company which is a wholly-owned subsidiary of the Company, acts as a direct insurer with respect to a portion of the Company’s earthquake insurance coverage for its Greater San Francisco and Los Angeles properties and the Company’s NBCR Coverage.

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Because of the complexity of the Company’s insurance policies and limited precedent for claims being made related to pandemics, it is not yet possible to determine if such losses and expenses will be covered by the Company’s insurance policies.

Therefore, at this time, the Company is providing notice to the applicable insurers of the potential for claims in order to protect the Company’s rights under its policies.

The Company continues to monitor the state of the insurance market in general, and the scope and costs of coverage for acts of terrorism, California earthquake risk and pandemics, in particular, but the Company cannot anticipate what coverage will be available on commercially reasonable terms in future policy years.

Therefore, at this time, the Company has provided notice to the applicable insurers of potential for claims in order to protect the Company’s rights under its policies.

The Company continues to monitor the state of the insurance market in general, and the scope and costs of coverage for acts of terrorism, earthquake risk and pandemics, in particular, but the Company cannot anticipate what coverage will be available on commercially reasonable terms in future policy years.

There are other types of losses, such as from wars, for which the Company cannot obtain insurance at all or at a reasonable cost.

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and interests in consolidated property partnerships not wholly-owned by the Company.

As of March 31, 2021, the noncontrolling interests in Boston Properties Limited Partnership consisted of 16,053,640 OP Units, 1,525,306 LTIP Units (including 451,043 LTIP Units earned by employees under the Company’s multi-year long-term incentive awards granted between 2012-2018 (i.e., 2012 OPP and 2013-2018 MYLTIP awards)), 219,916 2019 MYLTIP Units, 203,278 2020 MYLTIP Units and 352,021 2021 MYLTIP Units held by parties other than Boston Properties, Inc.

As of June 30, 2021, the noncontrolling interests in Boston Properties Limited Partnership consisted of 16,038,056 OP Units, 1,489,456 LTIP Units (including 419,423 LTIP Units earned by employees under the Company’s multi-year long-term incentive awards granted between 2012-2018 (i.e., 2012 OPP and 2013-2018 MYLTIP awards)), 219,916 2019 MYLTIP Units, 203,278 2020 MYLTIP Units and 352,021 2021 MYLTIP Units held by parties other than Boston Properties, Inc.

Noncontrolling Interest—Common Units

During the three months ended March 31, 2021, 118,290 OP Units were presented by the holders for redemption (includi ng 64,799 O P Units issued upon conversion of LTIP Units, 2012 OPP Units and MYLTIP Units) and were redeemed by Boston Properties, Inc.

During the six months ended June 30, 2021, 177,434 OP Units were presented by the holders for redemption (includi ng 122,443 O P Units issued upon conversion of LTIP Units, 2012 OPP Units and MYLTIP Units) and were redeemed by Boston Properties, Inc.

in exchange for an equal number of shares of Common Stock.

At March 31, 2021, Boston Properties Limited Partnership had outstanding 219,916 2019 MYLTIP Units, 203,278 2020 MYLTIP Units and 352,021 2021 MYLTIP Units.

At June 30, 2021, Boston Properties Limited Partnership had outstanding 219,916 2019 MYLTIP Units, 203,278 2020 MYLTIP Units and 352,021 2021 MYLTIP Units.

Prior to the end of the respective three -year performance period for each plan, holders of MYLTIP Units are entitled to receive per unit distributions equal to one-tenth ( 10 %) of the regular quarterly distributions payable on an OP Unit, but will not be entitled to receive any special distributions.

After the measurement date, the number of MYLTIP Units, both vested and unvested, that MYLTIP award recipients have earned, if any, based on the establishment of a performance pool, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on an OP Unit.

On February 5, 2021, the measurement period for the Company’s 2018 MYLTIP awards ended and, based on Boston Properties, Inc.’s relative TSR performance, the final awards were determined to be 29.2 % of target, or an aggregate of approximately $ 4.6 million (after giving effect to employee separations).

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aggregate of approximately $ 4.6 million (after giving effect to employee separations).

As a result, an aggregate of 285,925 2018 MYLTIP Units that had been previously granted were automatically forfeited.

The following table presents Boston Properties Limited Partnership’s distributions on the OP Units and LTIP Units (including the 2012 OPP Units, 2013 - 2017 MYLTIP Units and, after the February 5, 2021 measurement date, the 2018 MYLTIP Units) and its distributions on the 2018 MYLTIP Units (prior to the February 5, 2021 measurement date) and 2019 - 2021 MYLTIP Units (after the February 2, 2021 issuance date of the 2021 MYLTIP Units) that occurred during the three months ended March 31, 2021:

Record Date Payment Date Distributions per OP Unit and LTIP Unit Distributions per MYLTIP Unit

June 30, 2021 July 30, 2021 $ 0.98 $ 0.098

March 31, 2021 April 30, 2021 $ 0.98 $ 0.098

December 31, 2020 January 28, 2021 $ 0.98 $ 0.098

The following table presents Boston Properties Limited Partnership’s distributions on the OP Units and LTIP Units (including the 2012 OPP Units, 2013 - 2016 MYLTIP Units and, after the February 6, 2020 measurement date, the 2017 MYLTIP Units) and its distributions on the 2017 MYLTIP Units (prior to the February 6, 2020 measurement date) and 2018 - 2020 MYLTIP Units (after the February 4, 2020 issuance date of the 2020 MYLTIP Units) that occurred during the three months ended March 31, 2020:

Record Date Payment Date Distributions per OP Unit and LTIP Unit Distributions per MYLTIP Unit

June 30, 2020 July 31, 2020 $ 0.98 $ 0.098

March 31, 2020 April 30, 2020 $ 0.98 $ 0.098

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The value of the OP Units (not owned by Boston Properties, Inc.

and LTIP Units (including the 2012 OPP Units and 2013 - 2018 MYLTIP Units) assuming that all conditions had been met for the conversion thereof) had all of such

units been redeemed at March 31, 2021 was approximately $ 1.8 billion based on the last reported price of a share of Common Stock on the New York Stock Exchange of $ 101.26 per share on March 31, 2021.

and LTIP Units (including the 2012 OPP Units and 2013 - 2018 MYLTIP Units) assuming that all conditions had been met for the conversion thereof) had all of such units been redeemed at June 30, 2021 was approximately $ 2.0 billion based on the last reported price of a share of Common Stock on the New York Stock Exchange of $ 114.59 per share on June 30, 2021.

Noncontrolling Interests—Property Partnerships

The noncontrolling interests in property partnerships consist of the outside equity interests in ventures that are consolidated with the financial results of the Company because the Company exercises control over the entities that own the properties.

The equity interests in these ventures that are not owned by the Company, totaling approxim ately $ 1.7 billion at March 31, 2021 and December 31, 2020, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

The equity interests in these ventures that are not owned by the Company, totaling approxim ately $ 1.7 billion at June 30, 2021 and December 31, 2020, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

Stockholders’ Equity / Partners’ Capital

Boston Properties, Inc.

As of March 31, 2021, Boston Properties, Inc.

As of June 30, 2021, Boston Properties, Inc.

had 156,135,959 shares of Common Stock outstanding.

As of March 31, 2021, Boston Properties, Inc.

As of June 30, 2021, Boston Properties, Inc.

owned 1,736,635 general partnership units and 154,399,324 limited partnership units in Boston Properties Limited Partnership.

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Under the ATM stock offering program, Boston Properties, Inc.

may also engage in forward sale transactions with affiliates of certain sales agents for the sale of its Common Stock on a forward basis.

may also engage in

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forward sale transactions with affiliates of certain sales agents for the sale of its Common Stock on a forward basis.

This program replaced Boston Properties, Inc.’s prior $ 600.0 million ATM stock offering program that was scheduled to expire on June 2, 2020.

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No shares of Common Stock have been issued under this ATM stock offering program.

During the three months ended March 31, 2021, Boston Properties, Inc.

During the six months ended June 30, 2021, Boston Properties, Inc.

issued 206,377 shares of Common Stock upon the exercise of options to purchase Common Stock.

During the three months ended March 31, 2021, Boston Properties, Inc.

During the six months ended June 30, 2021, Boston Properties, Inc.

issued 177,434 shares of Common Stock in connection with the redemption of an equal number of redeemable OP Units from limited partners.

The following table presents Boston Properties, Inc.’s dividends per share and Boston Properties Limited Partnership’s distributions per OP Unit and LTIP Unit paid or declared in 2021 and during the three months ended March 31, 2020:

Record Date Payment Date Dividend (Per Share) Distribution (Per Unit)

June 30, 2021 July 30, 2021 $ 0.98 $ 0.98

March 31, 2021 April 30, 2021 $ 0.98 $ 0.98

December 31, 2020 January 28, 2021 $ 0.98 $ 0.98

June 30, 2020 July 31, 2020 $ 0.98 $ 0.98

March 31, 2020 April 30, 2020 $ 0.98 $ 0.98

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On March 2, 2021, Boston Properties, Inc.

issued a redemption notice for 80,000 shares of its Series B Preferred Stock, which constituted all of the outstanding Series B Preferred Stock, and the corresponding Depositary Shares, each representing 1/100th of a share of Series B Preferred Stock, and recorded it as a liability.

The redemption price per share of Series B Preferred Stock was equal to $ 2,500 plus all accrued and unpaid dividend to, but not including, the redemption date, totaling $ 2,516.41 per share.

On March 31, 2021, the Company transferred the full redemption price for all outstanding shares of Series B Preferred Stock of approximately $ 201.3 million including approximately $ 1.3 million of accrued and unpaid dividends to, but not including, the redemption date, to the redemption agent and recorded that amount within Cash held in escrows on the Consolidated Balance Sheets.

Upon redemption of the Series B Preferred Stock, all outstanding shares of the Series B Preferred Units, which had terms and preferences generally mirroring those of the Series B Preferred Stock, were redeemed by Boston Properties Limited Partnership.

The excess of the redemption price over the

carrying value of the Series B Preferred Stock and Series B Preferred Units of approximately $ 6.4 million relates to the original issuance costs and will be reflected as a reduction to Net Income Attributable to Boston Properties, Inc.

common shareholders and Net Income Attributable to Boston Properties Limited Partnership common unitholders on the Consolidated Income Statement (See Note 15).

The following table presents Boston Properties, Inc.’s dividends per share on its outstanding Series B Preferred Stock paid or declared during 2021 and during the three months ended March 31, 2020:

The excess of the redemption price over the carrying value of the Series B Preferred Stock and Series B Preferred Units of approximately $ 6.4 million relates to the original issuance costs and is reflected as a reduction to Net Income Attributable to Boston Properties, Inc.

common shareholders and Net Income Attributable to Boston Properties Limited Partnership common unitholders on the Consolidated Income Statement.

On April 1, 2021 , Boston Properties, Inc.

In connection with the redemption of the Series B Preferred Stock, all of the Series B Preferred Units, which had terms and preferences generally mirroring those of the Series B Preferred Stock, were redeemed by Boston Properties Limited Partnership.

The following table presents Boston Properties, Inc.’s dividends per share on its Series B Preferred Stock paid or declared during 2021 and during the six months ended June 30, 2020:

Record Date Payment Date Dividend (Per Share)

February 5, 2021 February 16, 2021 $ 32.8125

August 3, 2020 August 17, 2020 $ 32.8125

May 1, 2020 May 15, 2020 $ 32.8125

February 4, 2020 February 18, 2020 $ 32.8125

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Segment Information

The following tables present reconciliations of Net Income Attributable to Boston Properties, Inc.

Common Shareholders to the Company’s share of Net Operating Income and Net Income Attributable to Boston Properties Limited Partnership Common Unitholders to the Company’s share of Net Operating Income for the three months ended March 31, 2021 and 2020.

Boston Properties, Inc.

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2021 2020 2021 2020

(in thousands)

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Payroll and related costs from management services contracts

2,655 2,484 6,160 5,721

General and administrative expense 38,405 37,743 83,364 74,197

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Direct reimbursements of payroll and related costs from management services contracts

2,655 2,484 6,160 5,721

Development and management services revenue 7,284 8,125 14,087 16,004

Company’s share of Net Operating Income $ 432,299 $ 397,888 $ 856,665 $ 850,638

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Boston Properties Limited Partnership

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2021 2020 2021 2020

(in thousands)

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Payroll and related costs from management services contracts

2,655 2,484 6,160 5,721

General and administrative expense 38,405 37,743 83,364 74,197

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Direct reimbursements of payroll and related costs from management services contracts

2,655 2,484 6,160 5,721

Development and management services revenue 7,284 8,125 14,087 16,004

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NOI presented by the Company may not be comparable to NOI reported by other REITs or real estate companies that define NOI differently.

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The Company’s internal reporting utilizes its share of NOI, which includes its share of NOI from consolidated and unconsolidated joint ventures, which is a non-GAAP financial measure that is calculated as the consolidated amount, plus the Company’s share of the amount from the Company’s unconsolidated joint ventures (calculated based upon the Company’s economic percentage ownership interest and, in some cases, after priority allocations), minus the Company’s partners’ share of the amount from the Company’s consolidated joint ventures (calculated based upon the partners’ economic percentage ownership interests and, in some cases, after priority allocations, income allocation to private REIT shareholders and their share of fees due to the Company).

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Upon the adoption of ASC 842, any write-off for bad debt, including accrued rent, will be recorded as a reduction to lease revenue.

As a result of COVID-19, during the three months ended March 31, 2021, the Company wrote off approximately $ 0.6 million related to accrued rent, net balances and approximately $( 0.2 ) million related to accounts receivable, net balances.

During the three months ended March 31, 2020, the Company wrote off approximately $ 1.2 million related to accrued rent, net balances and approximately $ 0.3 million related to accounts receivable, net balances.

In addition, parking and other revenue for the three months ended March 31, 2021 decreased by approximately $ 7.6 million compared to 2020.

These decreases were primarily in transient and monthly parking revenue.

As a result of COVID-19, during the three and six months ended June 30, 2021, the Company wrote off approximately $ 0.6 million and $ 1.2 million, respectively, related to accrued rent, net balances and approximately $ 0.3 million and $ 0.1 million, respectively, related to accounts receivable, net balances.

During the three and six months ended June 30, 2020, the Company wrote off approximately $ 35.9 million and $ 37.4 million, respectively, related to accrued rent, net balances and approximately $ 18.0 million and $ 18.9 million related to accounts receivable, net balances.

In addition, parking and other revenue for the three months ended June 30, 2021 increased by approximately $ 4.3 million compared to the three months ended June 30, 2020.

Parking and other revenue for the six months ended June 30, 2021 decreased by approximately $ 3.2 million compared to 2020.

The Boston Marriott Cambridge closed in March 2020 due to COVID-19.

The hotel re-opened on October 2, 2020 and it has operated at a diminished occupancy due to the continued impact of COVID-19 on business and leisure travel.

The closing of the hotel for more than two fiscal quarters, weak demand and low occupancy since its re-opening, have had, and are expected to continue to have, a material adverse effect on the hotel’s operations and thus the results of the Company’s Hotel property type.

The hotel re-opened on October 2, 2020 but has operated at a reduced occupancy due to the continued impact of COVID-19 on business and leisure travel.

The closing of the hotel for more than two fiscal quarters, and the weak demand and low occupancy since its re-opening, have had, and are expected to continue to have, a material adverse effect on the hotel’s operations and thus the results of the Company’s Hotel property type.

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Information by geographic area and property type (dollars in thousands):

For the three months ended March 31, 2021:

For the three months ended June 30, 2021:

Boston Los Angeles New York San Francisco Washington, DC Total

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(1) Rental Revenue is equal to Total Revenue per the Company’s Consolidated Statements of Operations, less Development and Management Services Revenue and Direct Reimbursements of Payroll and Related Costs from Management Services Contracts Revenue per the Consolidated Statements of Operations.

For the three months ended March 31, 2020:

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For the three months ended June 30, 2020:

Boston Los Angeles New York San Francisco Washington, DC Total

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For the six months ended June 30, 2021:

Boston Los Angeles New York San Francisco Washington, DC Total

Rental Revenue:

Office $ 459,974 $ — $ 502,346 $ 256,779 $ 167,025 $ 1,386,124

Residential 6,176 — — 1,011 11,751 18,938

Hotel 2,193 — — — — 2,193

Total 468,343 — 502,346 257,790 178,776 1,407,255

% of Grand Totals 33.28 % — % 35.70 % 18.32 % 12.70 % 100.00 %

Rental Expenses:

Office 158,046 — 192,047 81,203 62,741 494,037

Residential 2,890 — — 3,230 5,935 12,055

Hotel 4,047 — — — — 4,047

Total 164,983 — 192,047 84,433 68,676 510,139

% of Grand Totals 32.34 % — % 37.65 % 16.55 % 13.46 % 100.00 %

Net operating income

$ 303,360 $ — $ 310,299 $ 173,357 $ 110,100 $ 897,116

% of Grand Totals 33.82 % — % 34.59 % 19.32 % 12.27 % 100.00 %

Net operating income attributable to noncontrolling interests in property partnerships

( 20,800 ) — ( 69,863 ) — — ( 90,663 )

Company’s share of net operating income from unconsolidated joint ventures

5,905 26,457 ( 621 ) 7,060 11,411 50,212

Company’s share of net operating income

$ 288,465 $ 26,457 $ 239,815 $ 180,417 $ 121,511 $ 856,665

% of Grand Totals 33.68 % 3.09 % 27.99 % 21.06 % 14.18 % 100.00 %

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For the six months ended June 30, 2020:

Boston Los Angeles New York San Francisco Washington, DC Total

Rental Revenue:

Office $ 457,849 $ — $ 459,528 $ 264,972 $ 176,973 $ 1,359,322

Residential 7,469 — — — 11,889 19,358

Hotel 6,924 — — — — 6,924

Total 472,242 — 459,528 264,972 188,862 1,385,604

% of Grand Totals 34.09 % — % 33.16 % 19.12 % 13.63 % 100.00 %

Rental Expenses:

Office 158,239 — 187,507 81,650 67,328 494,724

Residential 2,575 — — — 5,454 8,029

Hotel 8,794 — — — — 8,794

Total 169,608 — 187,507 81,650 72,782 511,547

% of Grand Totals 33.16 % — % 36.65 % 15.96 % 14.23 % 100.00 %

Net operating income

$ 302,634 $ — $ 272,021 $ 183,322 $ 116,080 $ 874,057

% of Grand Totals 34.63 % — % 31.12 % 20.97 % 13.28 % 100.00 %

Net operating income attributable to noncontrolling interests in property partnerships

( 21,239 ) — ( 58,849 ) — — ( 80,088 )

Company’s share of net operating income from unconsolidated joint ventures

5,726 30,956 1,571 7,286 11,130 56,669

Company’s share of net operating income

$ 287,121 $ 30,956 $ 214,743 $ 190,608 $ 127,210 $ 850,638

% of Grand Totals 33.76 % 3.64 % 25.24 % 22.41 % 14.95 % 100.00 %

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Earnings Per Share / Common Unit

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Other potentially dilutive common shares, including stock options, restricted stock and other securities of Boston Properties Limited Partnership that are exchangeable for Boston Properties, Inc.’s Common Stock, and the related impact on earnings, are considered when calculating diluted EPS.

Three months ended March 31, 2021

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Three months ended June 30, 2021

(Numerator) Shares

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$ 111,703 156,519 $ 0.71

Three months ended March 31, 2020

Three months ended June 30, 2020

(Numerator) Shares

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$ 266,189 155,407 $ 1.71

Six months ended June 30, 2021

(Numerator) Shares

(Denominator) Per Share

(in thousands, except for per share amounts)

Basic Earnings:

Net income attributable to Boston Properties, Inc.

common shareholders

$ 203,372 156,016 $ 1.30

Allocation of undistributed earnings to participating securities

Net income attributable to Boston Properties, Inc.

common shareholders

$ 203,372 156,016 $ 1.30

Effect of Dilutive Securities:

Stock Based Compensation

Diluted Earnings:

Net income attributable to Boston Properties, Inc.

common shareholders

$ 203,372 156,307 $ 1.30

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Six months ended June 30, 2020

(Numerator) Shares

(Denominator) Per Share

(in thousands, except for per share amounts)

Basic Earnings:

Net income attributable to Boston Properties, Inc.

common shareholders

$ 764,232 155,199 $ 4.92

Allocation of undistributed earnings to participating securities

( 1,344 ) — —

Net income attributable to Boston Properties, Inc.

common shareholders

$ 762,888 155,199 $ 4.92

Effect of Dilutive Securities:

Stock Based Compensation

— 134 ( 0.01 )

Diluted Earnings:

Net income attributable to Boston Properties, Inc.

common shareholders

$ 762,888 155,333 $ 4.91

Boston Properties Limited Partnership

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Other potentially dilutive common units and the related impact on earnings are considered when calculating diluted earnings per common unit.

Included in the number of units (the denominator) below are approximately 17,089,000 and 17,538,000 redeemable common units for the three months ended March 31, 2021, and 2020, respectively.

Three months ended March 31, 2021

Included in the number of units (the denominator) below are approximately 17,043,000 and 17,273,000 redeemable common units for the three months ended June 30, 2021 and 2020, respectively, and 17,018,000 and 17,405,000 redeemable common units for the six months ended June 30, 2021, and 2020, respectively.

Three months ended June 30, 2021

(Numerator) Units

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$ 125,846 173,562 $ 0.73

Three months ended March 31, 2020

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Three months ended June 30, 2020

(Numerator) Units

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Allocation of undistributed earnings to participating securities

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 301,601 172,659 $ 1.75

Effect of Dilutive Securities:

Stock Based Compensation

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 301,601 172,680 $ 1.75

Six months ended June 30, 2021

(Numerator) Units

(Denominator) Per Unit

(in thousands, except for per unit amounts)

Basic Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 231,619 173,034 $ 1.34

Effect of Dilutive Securities:

Stock Based Compensation

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 231,619 173,325 $ 1.34

Six months ended June 30, 2020

(Numerator) Units

(Denominator) Per Unit

(in thousands, except for per unit amounts)

Basic Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 868,308 172,604 $ 5.03

Allocation of undistributed earnings to participating securities

( 1,495 ) — ( 0.01 )

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 866,813 172,604 $ 5.02

Effect of Dilutive Securities:

Stock Based Compensation

Diluted Earnings:

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2012 Stock Option and Incentive Plan (the “2012 Plan”) to certain officers and employees of Boston Properties, Inc.

The 2021 MYLTIP awards consist of two, equally-weighted (50% each) components that utilize Boston Properties, Inc.’s TSR over a three-year measurement period as the performance metric.

The 2021 MYLTIP awards consist of two, equally-weighted (50% each)

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components that utilize Boston Properties, Inc.’s TSR over a three-year measurement period as the performance metric.

The first component of the 2021 MYLTIP, which represents one-half (50%) of the target grant-date value, retains the basic general structure of the 2020 MYLTIP awards with certain changes, including a change to the custom index against which Boston Properties, Inc.’s TSR is compared.

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As a result, an aggregate of 285,925 2018 MYLTIP Units that had been previously granted were automatically forfeited.

During the three months ended March 31, 2021, Boston Properties, Inc.

issued 34,644 shares of restricted common stock and Boston Properties Limited Partnership issued 273,930 LTIP Units and 352,021 2021 MYLTIP Units to employees under the 2012 Plan.

At Boston Properties, Inc.’s 2021 annual meeting of stockholders held on May 20, 2021, its stockholders approved the Boston Properties, Inc.

2021 Stock Incentive Plan (the “2021 Plan”).

The 2021 Plan replaces the 2012 Plan and no further awards will be granted under the 2012 Plan.

The material features of the 2021 Plan include, among other things:

(i) the maximum number of shares of Common Stock reserved and available for issuance under the 2021 Plan is 5,400,000 shares less one share for every one share that was granted between March 4, 2021 and May 19, 2021 under the 2012 Plan, (ii) shares of Common Stock underlying awards granted under the 2021 Plan or the 2012 Plan that are forfeited, canceled or otherwise terminated (other than by exercise) will be added back to the shares of Common Stock available for issuance under the 2021 Plan and, with respect to “full-value” awards under the 2021 Plan or the 2012 Plan, shares tendered or held back for taxes and shares previously reserved for issuance pursuant to such an award to the extent that such shares are not issued and are no longer issuable pursuant to such an award (e.g., in the event that a full-value award that may be settled in cash or by issuance of shares of Common Stock is settled in cash) will be added back to the shares available for issuance under the 2021 Plan, (iii) the award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock units, restricted stock, unrestricted stock, dividend equivalent rights, cash-based awards and other equity-based awards (including LTIP Units) is permitted, (iv) stock options may not be repriced and “underwater” stock options may not be exchanged for another award or cash without stockholder approval;

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the term of the 2021 Plan is for ten years from the date of stockholder approval.

During the six months ended June 30, 2021, Boston Properties, Inc.

issued 38,499 shares of restricted common stock and Boston Properties Limited Partnership issued 281,640 LTIP Units and 352,021 2021 MYLTIP Units to employees and non-employee director advisors under the 2012 Plan and the 2021 Plan.

Employees paid $ 0.01 per share of restricted common stock and $ 0.25 per LTIP Unit and 2021 MYLTIP Unit.

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Such value is recognized as an expense ratably over the corresponding employee service period.

The shares of restricted common stock granted during the three months ended March 31, 2021 were valued at approximately $ 3.2 million ($ 91.67 per share weighted-average).

The shares of restricted common stock granted during the six months ended June 30, 2021 were valued at approximately $ 3.6 million ($ 94.17 per share weighted-average).

The LTIP Units granted were valued at approximately $ 23.8 million (approximately $ 84.43 per unit weighted-average fair value) using a Monte Carlo simulation method model.

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Dividends paid on both vested and unvested shares of restricted stock are charged directly to Dividends in Excess of Earnings in Boston Properties, Inc.’s Consolidated Balance Sheets and Partners’ Capital in Boston Properties Limited Partnership’s Consolidated Balance Sheets.

Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and 2016 - 2021 MYLTIP Units was approximately $ 19.8 million and $ 17.2 million for the three months ended March 31, 2021 and 2020, respectively.

At March 31, 2021, there was (1) an aggregate of approximately $ 33.4 million of unrecognized compensation expense related to unvested restricted stock, LTIP Units and 2018 MYLTIP Units and (2) an aggregate of approximately $ 19.2 million of unrecognized compensation expense related to unvested 2019 - 2021 MYLTIP Units that is expected to be recognized over a weighted-average period of approximately 2.4 years.

Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and MYLTIP Units was approximately $ 14.0 million and $ 10.1 million for the three months ended June 30, 2021 and 2020, respectively, and $ 33.8 million and $ 27.3 million for the six months ended June 30, 2021 and 2020, respectively.

At June 30, 2021, there was (1) an aggregate of approximately $ 32.3 million of unrecognized compensation expense related to unvested restricted stock, LTIP Units and 2018 MYLTIP Units and (2) an aggregate of approximately $ 12.0 million of unrecognized compensation expense related to unvested 2019 - 2021 MYLTIP Units that is expected to be recognized over a weighted-average period of approximately 2.2 years.

Subsequent Events

On April 1, 2021 , Boston Properties, Inc.

redeemed 80,000 shares of Series B Preferred Stock (including the corresponding 8,000,000 Depositary Shares), which represented all of the outstanding shares of Series B Preferred Stock.

The Company paid an aggregate $ 201.3 million including $ 1.3 million of accrued but unpaid interest (See Note 11).

On May 3, 2021, the Company entered into an agreement to acquire two life sciences lab buildings located in Waltham, Massachusetts for a purchase price of approximately $ 100.0 million.

These two life sciences lab buildings aggregate approximately 137,000 net rentable square feet.

The properties are 100 % leased.

The Company expects to close on the acquisition during the second quarter of 2021.

The transaction is subject to the satisfaction of customary closing conditions.

There can be no assurance that the acquisition will be consummated on the terms currently contemplated, or at all.

On July 13, 2021, the Company entered into an agreement to sell its 181,191 and 201 Spring Street properties located in Lexington, Massachusetts for an aggregate gross sale price of $ 191.5 million.

181,191 and 201 Spring Street are three Class A office properties aggregating approximately 333,000 net rentable square feet and are 100 % leased.

On July 20, 2021, the Company agreed to acquire Safeco Plaza in Seattle, Washington for an aggregate cash purchase price of approximately $ 465.0 million.

The Company and its prospective partner have funded a deposit of $ 51.5 million of which the Company’s share is $ 26.3 million.

Safeco Plaza is an approximately 800,000 square foot Class A office building.

The acquisition is subject to customary closing conditions for a transaction of this type, and there can be no assurance that the acquisition will be consummated on the terms currently contemplated or at all (See Note 3).

On August 2, 2021, the Company acquired Shady Grove Bio+Tech Campus in Rockville, Maryland for an aggregate purchase price of approximately $ 116.5 million.

Shady Grove Bio+Tech Campus is an approximately 435,000 net rentable square foot, seven -building office park situated on an approximately 31 -acre site.

The Company intends to reposition three of the buildings, which are currently vacant, to support life sciences uses (See Note 3).

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements