What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-05-02 compared with 2021-11-05 · 265 added, 726 removed, 820 unchanged (55% of the section changed)

3 unchanged sentences

(unaudited and in thousands, except for share and par value amounts)

September 30,

2021 December 31,

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,688,647 and $ 6,592,019 at September 30, 2021 and December 31, 2020, respectively)

March 31, 2022 December 31, 2021

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,717,227 and $ 6,702,830 at March 31, 2022 and December 31, 2021, respectively)

$ 23,902,226 $ 23,752,630

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

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at March 31, 2022 and December 31, 2021, respectively)

237,501 237,507

1 unchanged sentence

169,248 169,778

accumulated depreciation (amounts related to VIEs of $( 1,266,516 ) and $( 1,158,548 ) at September 30, 2021 and December 31, 2020, respectively)

accumulated depreciation (amounts related to VIEs of $( 1,306,601 ) and $( 1,283,060 ) at March 31, 2022 and December 31, 2021, respectively)

( 5,995,760 ) ( 5,883,961 )

Total real estate 18,313,215 18,275,954

Cash and cash equivalents (amounts related to VIEs of $ 288,186 and $ 340,642 at September 30, 2021 and December 31, 2020, respectively)

Cash and cash equivalents (amounts related to VIEs of $ 266,593 and $ 300,937 at March 31, 2022 and December 31, 2021, respectively)

436,271 452,692

2 unchanged sentences

Investments in securities 36,032 43,632

Tenant and other receivables, net (amounts related to VIEs of $ 8,598 and $ 10,911 at September 30, 2021 and December 31, 2020, respectively)

Tenant and other receivables, net (amounts related to VIEs of $ 8,414 and $ 6,824 at March 31, 2022 and December 31, 2021, respectively)

56,132 70,186

1 unchanged sentence

Notes receivable, net

19,297 18,729

Accrued rental income, net (amounts related to VIEs of $ 352,291 and $ 336,594 at September 30, 2021 and December 31, 2020, respectively)

Accrued rental income, net (amounts related to VIEs of $ 356,640 and $ 357,395 at March 31, 2022 and December 31, 2021, respectively)

1,243,395 1,226,745

Deferred charges, net (amounts related to VIEs of $ 174,172 and $ 183,306 at September 30, 2021 and December 31, 2020, respectively)

Deferred charges, net (amounts related to VIEs of $ 174,063 and $ 174,637 at March 31, 2022 and December 31, 2021, respectively)

609,205 618,798

Prepaid expenses and other assets (amounts related to VIEs of $ 42,051 and $ 13,137 at September 30, 2021 and December 31, 2020, respectively)

Prepaid expenses and other assets (amounts related to VIEs of $ 39,362 and $ 29,668 at March 31, 2022 and December 31, 2021, respectively)

128,472 57,811

2 unchanged sentences

LIABILITIES AND EQUITY

Mortgage notes payable, net (amounts related to VIEs of $ 2,898,699 and $ 2,907,590 at September 30, 2021 and December 31, 2020, respectively)

Mortgage notes payable, net (amounts related to VIEs of $ 3,268,745 and $ 3,267,914 at March 31, 2022 and December 31, 2021, respectively)

$ 3,268,745 $ 3,267,914

1 unchanged sentence

Unsecured line of credit 255,000 145,000

Unsecured term loan, net — 499,390

Lease liabilities - finance leases (amounts related to VIEs of $ 20,420 and $ 20,306 at September 30, 2021 and December 31, 2020, respectively)

Lease liabilities - finance leases (amounts related to VIEs of $ 20,420 and $ 20,458 at March 31, 2022 and December 31, 2021, respectively)

245,554 244,421

Lease liabilities - operating leases 204,677 204,561

Accounts payable and accrued expenses (amounts related to VIEs of $ 36,967 and $ 23,128 at September 30, 2021 and December 31, 2020, respectively)

Accounts payable and accrued expenses (amounts related to VIEs of $ 30,804 and $ 29,464 at March 31, 2022 and December 31, 2021, respectively)

304,576 320,775

2 unchanged sentences

90,861 94,796

Other liabilities (amounts related to VIEs of $ 124,615 and $ 158,805 at September 30, 2021 and December 31, 2020, respectively)

Other liabilities (amounts related to VIEs of $ 128,581 and $ 150,131 at March 31, 2022 and December 31, 2021, respectively)

396,283 391,441

1 unchanged sentence

Commitments and contingencies (See Note 6)

Redeemable deferred stock units— 80,989 and 72,966 units outstanding at redemption value at September 30, 2021 and December 31, 2020, respectively

Redeemable deferred stock units— 85,645 and 83,073 units outstanding at redemption value at March 31, 2022 and December 31, 2021, respectively

BOSTON PROPERTIES, INC.

1 unchanged sentence

(unaudited and in thousands, except for share and par value amounts)

September 30,

2021 December 31,

March 31, 2022 December 31, 2021

Stockholders’ equity attributable to Boston Properties, Inc.:

Excess stock, $ 0.01 par value, 150,000,000 shares authorized, none issued or outstanding

Preferred stock, $ 0.01 par value, 50,000,000 shares authorized;

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, 156,285,391 and 155,797,725 issued and 156,206,491 and 155,718,825 outstanding at September 30, 2021 and December 31, 2020, respectively

Preferred stock, $ 0.01 par value, 50,000,000 shares authorized, none issued or outstanding

Common stock, $ 0.01 par value, 250,000,000 shares authorized, 156,790,614 and 156,623,749 issued and 156,711,714 and 156,544,849 outstanding at March 31, 2022 and December 31, 2021, respectively

Additional paid-in capital

1 unchanged sentence

Dividends in excess of earnings ( 636,421 ) ( 625,891 )

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

Treasury common stock at cost, 78,900 shares at March 31, 2022 and December 31, 2021

( 2,722 ) ( 2,722 )

11 unchanged sentences

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

Three months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

Three months ended March 31,

Lease $ 718,120 $ 685,817

3 unchanged sentences

Direct reimbursements of payroll and related costs from management services contracts

3,006 2,896 9,166 8,617

Total revenue 754,307 713,695

7 unchanged sentences

Other income (expense)

Loss from unconsolidated joint ventures ( 5,597 ) ( 6,873 ) ( 1,745 ) ( 5,410 )

Gains (losses) on sales of real estate 348 ( 209 ) 8,104 613,723

Income from unconsolidated joint ventures 2,189 5,225

Gains on sales of real estate 22,701 —

Interest and other income (loss) 1,228 1,168

25 unchanged sentences

(unaudited and in thousands)

Three months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

Three months ended March 31,

Net income $ 176,957 $ 128,147

Other comprehensive income (loss):

Other comprehensive income:

Effective portion of interest rate contracts 7,565 3,740

Amortization of interest rate contracts (1) 1,676 1,676

Other comprehensive income (loss) 2,764 2,704 10,510 ( 4,332 )

Other comprehensive income 9,241 5,416

Comprehensive income 186,198 133,563

Net income attributable to noncontrolling interests ( 33,910 ) ( 27,551 )

Other comprehensive (income) loss attributable to noncontrolling interests ( 401 ) ( 405 ) ( 1,423 ) 45

Other comprehensive income attributable to noncontrolling interests ( 1,064 ) ( 665 )

Comprehensive income attributable to Boston Properties, Inc.

9 unchanged sentences

Shares Amount

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

Redemption of operating partnership units to common stock 50 1 — 1,747 — — — ( 1,748 ) — —

Allocated net income for the period — — — — 108,308 — — 11,971 18,971 139,250

Dividends/distributions declared — — — — ( 153,082 ) — — ( 17,203 ) — ( 170,285 )

Shares issued pursuant to stock purchase plan 4 — — 520 — — — — — 520

Net activity from stock option and incentive plan 16 — — 1,185 — — — 7,679 — 8,864

Contributions from noncontrolling interests in property partnerships — — — — — — — — 11,318 11,318

Distributions to noncontrolling interests in property partnerships — — — — — — — — ( 27,675 ) ( 27,675 )

Effective portion of interest rate contracts — — — — — — 981 107 — 1,088

Amortization of interest rate contracts — — — — — — 1,382 150 144 1,676

Reallocation of noncontrolling interest — — — 6,434 — — — ( 6,434 ) — —

Equity, September 30, 2021

156,206 $ 1,562 $ — $ 6,415,802 $ ( 657,021 ) $ ( 2,722 ) $ ( 40,803 ) $ 609,830 $ 1,728,101 $ 8,054,749

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

Equity, December 31, 2021 156,545 $ 1,565 $ — $ 6,497,730 $ ( 625,891 ) $ ( 2,722 ) $ ( 36,662 ) $ 642,655 $ 1,556,553 $ 8,033,228

Redemption of operating partnership units to common stock 141 2 — 5,026 — — — ( 5,028 ) — —

8 unchanged sentences

Reallocation of noncontrolling interest — — — 6,440 — — — ( 6,440 ) — —

Equity, September 30, 2020

Equity, March 31, 2022

156,712 $ 1,567 $ — $ 6,509,663 $ ( 636,421 ) $ ( 2,722 ) $ ( 28,485 ) $ 649,602 $ 1,548,455 $ 8,041,659

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

11 unchanged sentences

Reallocation of noncontrolling interest — — — 5,072 — — — ( 5,072 ) — —

Equity, September 30, 2021 156,206 $ 1,562 $ — $ 6,415,802 $ ( 657,021 ) $ ( 2,722 ) $ ( 40,803 ) $ 609,830 $ 1,728,101 $ 8,054,749

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

Cumulative effect of a change in accounting principle — — — — ( 1,505 ) — — ( 174 ) — ( 1,679 )

Redemption of operating partnership units to common stock 774 8 — 26,674 — — — ( 26,682 ) — —

Allocated net income for the period — — — — 862,416 — — 97,090 34,280 993,786

Dividends/distributions declared — — — — ( 465,108 ) — — ( 51,821 ) — ( 516,929 )

Shares issued pursuant to stock purchase plan 7 — — 759 — — — — — 759

Net activity from stock option and incentive plan 65 — — 9,646 — — — 32,278 — 41,924

Contributions from noncontrolling interests in property partnerships — — — — — — — — 7,364 7,364

Distributions to noncontrolling interests in property partnerships — — — — — — — — ( 40,091 ) ( 40,091 )

Effective portion of interest rate contracts — — — — — — ( 8,416 ) ( 936 ) — ( 9,352 )

Amortization of interest rate contracts — — — — — — 4,129 459 432 5,020

Reallocation of noncontrolling interest — — — 16,278 — — — ( 16,278 ) — —

Equity, September 30, 2020 155,636 $ 1,556 $ 200,000 $ 6,348,076 $ ( 364,720 ) $ ( 2,722 ) $ ( 52,622 ) $ 634,796 $ 1,730,674 $ 8,495,038

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

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

2 unchanged sentences

(unaudited and in thousands)

Nine months ended September 30,

Three months ended March 31,

Cash flows from operating activities:

4 unchanged sentences

Non-cash compensation expense 21,235 20,090

Loss from unconsolidated joint ventures 1,745 5,410

Income from unconsolidated joint ventures ( 2,189 ) ( 5,225 )

Distributions of net cash flow from operations of unconsolidated joint ventures 6,385 3,972

18,462 22,285

Gains from investments in securities ( 3,744 ) ( 965 )

Losses (gains) from investments in securities 2,262 ( 1,659 )

Allowance for current expected credit losses ( 234 ) ( 128 )

22 unchanged sentences

Capital contributions to unconsolidated joint ventures ( 26,293 ) ( 16,684 )

( 95,462 ) ( 158,374 )

Capital distributions from unconsolidated joint ventures 20,095 122

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

Proceeds from sale of investment in unconsolidated joint venture — 17,589

4 unchanged sentences

Proceeds from unsecured senior notes — 846,345

Redemption of unsecured senior notes ( 843,710 ) —

Borrowings on unsecured line of credit 300,000 265,000

Repayments of unsecured line of credit ( 300,000 ) ( 265,000 )

BOSTON PROPERTIES, INC.

1 unchanged sentence

(unaudited and in thousands)

Nine months ended September 30,

Three months ended March 31,

Redemption of unsecured senior notes — ( 843,710 )

Borrowings on unsecured line of credit 190,000 —

Repayments of unsecured line of credit ( 80,000 ) —

Repayment of unsecured term loan — ( 500,000 )

Redemption of preferred stock ( 200,000 ) —

Payments on finance lease obligations — —

5 unchanged sentences

Distributions to noncontrolling interests in property partnerships ( 26,640 ) ( 18,225 )

Net cash provided by (used in) financing activities ( 425,899 ) 678,891

Net increase (decrease) in cash and cash equivalents and cash held in escrows ( 637,408 ) 1,072,903

Net cash used in financing activities ( 86,970 ) ( 679,936 )

Net decrease in cash and cash equivalents and cash held in escrows ( 18,815 ) ( 770,146 )

Cash and cash equivalents and cash held in escrows, beginning of period 501,158 1,719,329

13 unchanged sentences

Change in real estate included in accounts payable and accrued expenses $ 16,907 $ ( 42,778 )

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

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

Tenant leasing costs, net deconsolidated $ — $ ( 3,462 )

Building and other capital improvements, net deconsolidated $ — $ ( 111,889 )

Tenant improvements, net deconsolidated $ — $ ( 12,331 )

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

Preferred stock redemption liability $ — $ 200,000

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

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

Dividends and distributions declared but not paid $ 170,869 $ 171,003

5 unchanged sentences

(unaudited and in thousands, except for unit amounts)

September 30,

2021 December 31,

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,688,647 and $ 6,592,019 at September 30, 2021 and December 31, 2020, respectively)

March 31, 2022 December 31, 2021

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,717,227 and $ 6,702,830 at March 31, 2022 and December 31, 2021, respectively)

$ 23,529,828 $ 23,379,243

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

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at March 31, 2022 and December 31, 2021, respectively)

237,501 237,507

Right of use assets - operating leases 169,248 169,778

accumulated depreciation (amounts related to VIEs of $( 1,266,516 ) and $( 1,158,548 ) at September 30, 2021 and December 31, 2020, respectively)

accumulated depreciation (amounts related to VIEs of $( 1,306,601 ) and $( 1,283,060 ) at March 31, 2022 and December 31, 2021, respectively)

( 5,882,385 ) ( 5,772,018 )

Total real estate 18,054,192 18,014,510

Cash and cash equivalents (amounts related to VIEs of $ 288,186 and $ 340,642 at September 30, 2021 and December 31, 2020, respectively)

Cash and cash equivalents (amounts related to VIEs of $ 266,593 and $ 300,937 at March 31, 2022 and December 31, 2021, respectively)

436,271 452,692

2 unchanged sentences

Investments in securities 36,032 43,632

Tenant and other receivables, net (amounts related to VIEs of $ 8,598 and $ 10,911 at September 30, 2021 and December 31, 2020, respectively)

Tenant and other receivables, net (amounts related to VIEs of $ 8,414 and $ 6,824 at March 31, 2022 and December 31, 2021, respectively)

56,132 70,186

1 unchanged sentence

Notes receivable, net 9,674 9,641

Accrued rental income, net (amounts related to VIEs of $ 352,291 and $ 336,594 at September 30, 2021 and December 31, 2020, respectively)

Accrued rental income, net (amounts related to VIEs of $ 356,640 and $ 357,395 at March 31, 2022 and December 31, 2021, respectively)

1,243,395 1,226,745

Deferred charges, net (amounts related to VIEs of $ 174,172 and $ 183,306 at September 30, 2021 and December 31, 2020, respectively)

Deferred charges, net (amounts related to VIEs of $ 174,063 and $ 174,637 at March 31, 2022 and December 31, 2021, respectively)

609,205 618,798

Prepaid expenses and other assets (amounts related to VIEs of $ 42,051 and $ 13,137 at September 30, 2021 and December 31, 2020, respectively)

Prepaid expenses and other assets (amounts related to VIEs of $ 39,362 and $ 29,668 at March 31, 2022 and December 31, 2021, respectively)

128,472 57,811

2 unchanged sentences

LIABILITIES AND CAPITAL

Mortgage notes payable, net (amounts related to VIEs of $ 2,898,699 and $ 2,907,590 at September 30, 2021 and December 31, 2020, respectively)

Mortgage notes payable, net (amounts related to VIEs of $ 3,268,745 and $ 3,267,914 at March 31, 2022 and December 31, 2021, respectively)

$ 3,268,745 $ 3,267,914

1 unchanged sentence

Unsecured line of credit 255,000 145,000

Unsecured term loan, net — 499,390

Lease liabilities - finance leases (amounts related to VIEs of $ 20,420 and $ 20,306 at September 30, 2021 and December 31, 2020, respectively)

Lease liabilities - finance leases (amounts related to VIEs of $ 20,420 and $ 20,458 at March 31, 2022 and December 31, 2021, respectively)

245,554 244,421

1 unchanged sentence

204,677 204,561

Accounts payable and accrued expenses (amounts related to VIEs of $ 36,967 and $ 23,128 at September 30, 2021 and December 31, 2020, respectively)

Accounts payable and accrued expenses (amounts related to VIEs of $ 30,804 and $ 29,464 at March 31, 2022 and December 31, 2021, respectively)

304,576 320,775

2 unchanged sentences

90,861 94,796

Other liabilities (amounts related to VIEs of $ 124,615 and $ 158,805 at September 30, 2021 and December 31, 2020, respectively)

Other liabilities (amounts related to VIEs of $ 128,581 and $ 150,131 at March 31, 2022 and December 31, 2021, respectively)

396,283 391,441

1 unchanged sentence

Commitments and contingencies (See Note 6)

Redeemable deferred stock units— 80,989 and 72,966 units outstanding at redemption value at September 30, 2021 and December 31, 2020, respectively

Redeemable deferred stock units— 85,645 and 83,073 units outstanding at redemption value at March 31, 2022 and December 31, 2021, respectively

Noncontrolling interests:

Redeemable partnership units— 16,550,441 and 16,561,186 common units and 1,678,082 and 1,485,376 long term incentive units outstanding at redemption value at March 31, 2022 and December 31, 2021, respectively

2,347,834 2,078,603

BOSTON PROPERTIES LIMITED PARTNERSHIP

1 unchanged sentence

(unaudited and in thousands, except for unit amounts)

September 30,

2021 December 31,

Noncontrolling interests:

Redeemable partnership units— 15,989,304 and 16,037,121 common units and 1,487,492 and 1,336,115 long term incentive units outstanding at redemption value at September 30, 2021 and December 31, 2020, respectively

1,893,611 1,643,024

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— 1,736,833 and 1,730,921 general partner units and 154,469,658 and 153,987,904 limited partner units outstanding at September 30, 2021 and December 31, 2020, respectively

March 31, 2022 December 31, 2021

Boston Properties Limited Partnership partners’ capital— 1,749,402 and 1,745,914 general partner units and 154,962,312 and 154,798,935 limited partner units outstanding at March 31, 2022 and December 31, 2021, respectively

3,914,832 4,173,290

8 unchanged sentences

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

Three months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

Three months ended March 31,

Lease $ 718,120 $ 685,817

3 unchanged sentences

Direct reimbursements of payroll and related costs from management services contracts

3,006 2,896 9,166 8,617

Total revenue 754,307 713,695

7 unchanged sentences

Other income (expense)

Loss from unconsolidated joint ventures ( 5,597 ) ( 6,873 ) ( 1,745 ) ( 5,410 )

Gains (losses) on sales of real estate 348 ( 209 ) 8,104 626,686

Income from unconsolidated joint ventures 2,189 5,225

Gains on sales of real estate 23,384 —

Interest and other income (loss) 1,228 1,168

21 unchanged sentences

(unaudited and in thousands)

Three months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

Three months ended March 31,

Net income $ 179,378 $ 131,212

Other comprehensive income (loss):

Other comprehensive income:

Effective portion of interest rate contracts 7,565 3,740

Amortization of interest rate contracts (1) 1,676 1,676

Other comprehensive income (loss) 2,764 2,704 10,510 ( 4,332 )

Other comprehensive income 9,241 5,416

Comprehensive income 188,619 136,628

12 unchanged sentences

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

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, 2021 1,746 154,799 $ 4,173,290 $ — $ ( 36,662 ) $ 1,556,553 $ 5,693,181 $ 2,078,603

Net activity from contributions and unearned compensation — 25 467 — — — 467 19,054

7 unchanged sentences

Distributions to noncontrolling interests in property partnerships — — — — — ( 26,640 ) ( 26,640 ) —

Equity, September 30, 2021

1,737 154,470 $ 4,209,117 $ — $ ( 40,803 ) $ 1,728,101 $ 5,896,415 $ 1,893,611

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

Net activity from contributions and unearned compensation — 5 1,824 — — — 1,824 7,249

Allocated net income (loss) for the period — — 92,059 2,625 — 15,561 110,245 9,565

Distributions — — ( 152,518 ) ( 2,625 ) — — ( 155,143 ) ( 17,183 )

Conversion of redeemable partnership units — 9 338 — — — 338 ( 338 )

Adjustment to reflect redeemable partnership units at redemption value — — 174,080 — — — 174,080 ( 174,080 )

Effective portion of interest rate contracts — — — — 917 — 917 110

Amortization of interest rate contracts — — — — 1,382 144 1,526 151

Contributions from noncontrolling interests in property partnerships — — — — — 1,407 1,407 —

Distributions to noncontrolling interests in property partnerships — — — — — ( 11,026 ) ( 11,026 ) —

Equity, September 30, 2020

Equity, March 31, 2022

1,749 154,962 $ 3,914,832 $ — $ ( 28,485 ) $ 1,548,455 $ 5,434,802 $ 2,347,834

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS

(unaudited and 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 — — 101,101 2,560 — 16,467 120,128 11,084

— — 324,652 2,560 — 52,602 379,814 35,393

Distributions — — ( 152,953 ) ( 2,560 ) — — ( 155,513 ) ( 17,287 )

— — ( 459,048 ) ( 2,560 ) — — ( 461,608 ) ( 51,743 )

Preferred unit redemption — — — ( 193,623 ) — — ( 193,623 ) —

1 unchanged sentence

Conversion of redeemable partnership units 2 117 4,198 — — — 4,198 ( 4,198 )

2 227 8,033 — — — 8,033 ( 8,033 )

Adjustment to reflect redeemable partnership units at redemption value — — ( 128,438 ) — — — ( 128,438 ) 128,438

— — ( 234,647 ) — — — ( 234,647 ) 234,647

Effective portion of interest rate contracts — — — — 3,370 — 3,370 370

— — — — 4,943 — 4,943 539

Amortization of interest rate contracts — — — — 1,381 144 1,525 151

— — — — 4,144 432 4,576 452

Contributions from noncontrolling interests in property partnerships — — — — — 281 281 —

— — — — — 13,738 13,738 —

Distributions to noncontrolling interests in property partnerships — — — — — ( 18,225 ) ( 18,225 ) —

— — — — — ( 65,604 ) ( 65,604 ) —

Equity, September 30, 2021 1,737 154,470 $ 4,209,117 $ — $ ( 40,803 ) $ 1,728,101 $ 5,896,415 $ 1,893,611

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 73 10,405 — — — 10,405 32,278

Allocated net income for the period

— — 872,842 7,875 — 34,280 914,997 97,090

Distributions

— — ( 457,233 ) ( 7,875 ) — — ( 465,108 ) ( 51,821 )

Conversion of redeemable partnership units

3 769 26,682 — — — 26,682 ( 26,682 )

Adjustment to reflect redeemable partnership units at redemption value

— — 1,112,483 — — — 1,112,483 ( 1,112,483 )

Effective portion of interest rate contracts

— — — — ( 8,416 ) — ( 8,416 ) ( 936 )

Amortization of interest rate contracts

— — — — 4,129 432 4,561 459

Contributions from noncontrolling interests in property partnerships

— — — — — 7,364 7,364 —

Distributions to noncontrolling interests in property partnerships

Equity, March 31, 2021

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

Equity, September 30, 2020 1,731 153,905 $ 4,943,849 $ 193,623 $ ( 52,622 ) $ 1,730,674 $ 6,815,524 $ 1,406,484

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

2 unchanged sentences

(unaudited and in thousands)

Nine months ended September 30,

Three months ended March 31,

Cash flows from operating activities:

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Non-cash compensation expense 21,235 20,090

Loss from unconsolidated joint ventures 1,745 5,410

Income from unconsolidated joint ventures ( 2,189 ) ( 5,225 )

Distributions of net cash flow from operations of unconsolidated joint ventures 6,385 3,972

Gains from investments in securities ( 3,744 ) ( 965 )

Losses (gains) from investments in securities 2,262 ( 1,659 )

Allowance for current expected credit losses ( 234 ) ( 128 )

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Proceeds from sale of investment in unconsolidated joint venture — 17,589

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

Investments in securities, net 5,338 2,114

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Repayments of unsecured line of credit ( 80,000 ) —

Repayment of unsecured term loan — ( 500,000 )

BOSTON PROPERTIES LIMITED PARTNERSHIP

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(unaudited and in thousands)

Nine months ended September 30,

Repayment of unsecured term loan ( 500,000 ) —

Redemption of preferred units ( 200,000 ) —

Three months ended March 31,

Payments on finance lease obligations — —

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Distributions to noncontrolling interests in property partnerships ( 26,640 ) ( 18,225 )

Net cash provided by (used in) financing activities ( 425,899 ) 678,891

Net increase (decrease) in cash and cash equivalents and cash held in escrows ( 637,408 ) 1,072,903

Net cash used in financing activities ( 86,970 ) ( 679,936 )

Net decrease in cash and cash equivalents and cash held in escrows ( 18,815 ) ( 770,146 )

Cash and cash equivalents and cash held in escrows, beginning of period 501,158 1,719,329

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Change in real estate included in accounts payable and accrued expenses $ 16,907 $ ( 42,778 )

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

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

Tenant leasing costs, net deconsolidated $ — $ ( 3,462 )

Building and other capital improvements, net deconsolidated $ — $ ( 111,889 )

Tenant improvements, net deconsolidated $ — $ ( 12,331 )

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

Preferred stock redemption liability $ — $ 200,000

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 $ 170,869 $ 171,003

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Boston Properties, Inc., a Delaware corporation, is a fully integrated, self-administered and self-managed real estate investment trust (“REIT”).

Boston Properties, Inc.

is the sole general partner of Boston Properties Limited Partnership, its operating partnership, and at September 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.

and its subsidiaries, including Boston Properties Limited Partnership and its consolidated subsidiaries.

Partnership interests in Boston Properties Limited Partnership include:

• common units of partnership interest (also referred to as “OP Units”),

• long term incentive units of partnership interest (also referred to as “LTIP Units”), and

• preferred units of partnership interest (also referred to as “Preferred Units”).

Unless specifically noted otherwise, all references to OP Units exclude units held by Boston Properties, Inc.

A holder of an OP Unit may present such OP Unit to Boston Properties Limited Partnership for redemption at any time (subject to restrictions agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance).

Upon presentation of an OP Unit for redemption, Boston Properties Limited Partnership is obligated to redeem the OP Unit for cash equal to the value of a share of common stock of Boston Properties, Inc.

(“Common Stock”).

In lieu of a cash redemption, Boston Properties, Inc.

may elect to acquire the OP Unit for one share of Common Stock.

Because the number of shares of Common Stock outstanding at all times equals the number of OP Units that Boston Properties, Inc.

owns, one share of Common Stock is generally the economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the quarterly dividend that may be paid to the holder of a share of Common Stock.

BXP is a fully integrated, self-administered and self-managed REIT.

BXP is the sole general partner of BPLP, its operating partnership, and at March 31, 2022 owned an approximate 89.6 % ( 89.7 % at December 31, 2021) general and limited partnership interest in BPLP.

Unless stated otherwise or the context requires, the “Company” refers to BXP and its subsidiaries, including BPLP and its consolidated subsidiaries.

Partnership interests in BPLP include:

• common units of partnership interest (also referred to as “OP Units”) and

• long term incentive units of partnership interest (also referred to as “LTIP Units”).

Unless specifically noted otherwise, all references to OP Units exclude units held by BXP.

A holder of an OP Unit may present the OP Unit to BPLP for redemption at any time (subject to restrictions agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance).

Upon presentation of an OP Unit for redemption, BPLP is obligated to redeem the OP Unit for cash equal to the value of a share of common stock of BXP (“Common Stock”).

In lieu of such cash redemption, BXP may elect to acquire the OP Unit for one share of Common Stock.

Because the number of shares of Common Stock outstanding at all times equals the number of OP Units that BXP owns, one share of Common Stock is generally the economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the quarterly dividend that may be paid to the holder of a share of Common Stock.

The Company uses LTIP Units as a form of time-based, restricted equity compensation and as a form of performance-based equity compensation for employees, and has previously granted LTIP Units in the form of (1) 2012 outperformance plan awards (“2012 OPP Units”) and (2) 2013 - 2022 multi-year, long-term incentive program awards (also referred to as “MYLTIP Units”), each of which, upon the satisfaction of certain performance and vesting conditions, is convertible into one OP Unit.

The three-year measurement periods for the 2012 OPP Units and the 2013 - 2018 MYLTIP Units have ended and Boston Properties, Inc.’s total stockholder return (“TSR”) was sufficient for employees to earn and therefore become eligible to vest in a portion of the awards.

The three-year measurement periods for the 2012 OPP Units and the 2013 - 2019 MYLTIP Units have ended and BXP’s total stockholder return (“TSR”) was sufficient for employees to earn and therefore become eligible to vest in a portion of the awards.

Unless and until they are earned, the rights, preferences and privileges of the 2020 - 2022 MYLTIP Units differ from other LTIP Units granted to employees (including the 2012 OPP Units and the 2013 - 2019 MYLTIP Units, which have been earned).

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LTIP Units (including the earned 2012 OPP Units and the earned 2013 - 2019 MYLTIP Units), whether vested or not, will receive the same quarterly per unit distributions as OP Units, which equal per share dividends on Common Stock (See Notes 7 and 11).

At December 31, 2020, there was one series of Preferred Units outstanding (i.e., Series B Preferred Units).

The Series B Preferred Units were issued to Boston Properties, Inc.

on March 27, 2013 in connection with the issuance of 80,000 shares ( 8,000,000 depositary shares each representing 1/100th of a share) of 5.25 % Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”).

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.

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.

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.

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).

At September 30, 2021, the Company owned or had joint venture interests in a portfolio of 202 commercial real estate properties (the “Properties”) aggregating approximately 52.5 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 September 30, 2021, the Properties consisted of:

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

At March 31, 2022, the Company owned or had joint venture interests in a portfolio of 201 commercial real estate properties (the “Properties”) aggregating approximately 53.1 million net rentable square feet of primarily Class A office properties, including 11 properties under construction/redevelopment totaling approximately 4.1 million net rentable square feet.

At March 31, 2022, the Properties consisted of:

• 182 office properties (including 11 properties under construction/redevelopment);

• 12 retail properties;

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Basis of Presentation and Summary of Significant Accounting Policies

Boston Properties, Inc.

does not have any other significant assets, liabilities or operations, other than its investment in Boston Properties Limited Partnership, nor does it have employees of its own.

Boston Properties Limited Partnership, not Boston Properties, Inc., generally executes all significant business relationships other than transactions involving securities of Boston Properties, Inc.

BXP does not have any other significant assets, liabilities or operations, other than its investment in BPLP, nor does it have employees of its own.

BPLP, not BXP, generally executes all significant business relationships other than transactions involving securities of BXP.

All majority-owned subsidiaries and joint ventures over which the Company has financial and operating control and variable interest entities (“VIEs”) in which the Company has determined it is the primary beneficiary are included in the consolidated financial statements.

All significant intercompany balances and transactions have been eliminated in consolidation.

All significant

intercompany balances and transactions have been eliminated in consolidation.

The Company accounts for all other unconsolidated joint ventures using the equity method of accounting.

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The accompanying interim financial statements are unaudited;

however, the financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission.

Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements.

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Consolidated Variable Interest Entities

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

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

Excluding Boston Properties Limited Partnership, the VIEs consisted of the following five in-service properties:

As of March 31, 2022, BXP has identified six consolidated VIEs, including BPLP.

Excluding BPLP, the VIEs consisted of the following five in-service properties:

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

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

The third parties’ interests in these consolidated entities (excluding Boston Properties Limited Partnership’s interest) are reflected as noncontrolling interests in property partnerships in the accompanying consolidated financial statements (See Note 10).

In addition, Boston Properties, Inc.’s only significant asset is its investment in Boston Properties Limited Partnership and, consequently, substantially all of Boston Properties, Inc.’s assets and liabilities are the assets and liabilities of Boston Properties Limited Partnership.

The third parties’ interests in these consolidated entities (excluding BPLP’s interest) are reflected as noncontrolling interests in property partnerships in the accompanying consolidated financial statements (See Note 7).

In addition, BXP’s only significant asset is its investment in BPLP and, consequently, substantially all of BXP’s assets and liabilities are the assets and liabilities of BPLP.

Variable Interest Entities Not Consolidated

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

(2) As of September 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.

The following table identifies the range and weighted average of significant unobservable inputs for the Company’s Level 3 fair value measured instruments.

Financial Instrument Level Range Weighted Average

Related party note receivable Level 3 3.58 % 3.58 %

Notes receivable Level 3 3.54 % - 8.00 %

Mortgage notes payable Level 3 2.50 % - 4.75 %

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 September 30, 2021 and December 31, 2020 (in thousands):

September 30, 2021 December 31, 2020

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 and unsecured line of credit and the Company’s corresponding estimate of fair value as of March 31, 2022 and December 31, 2021 (in thousands):

March 31, 2022 December 31, 2021

Amount Estimated

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Unsecured line of credit 255,000 255,000 145,000 145,317

Unsecured term loan, net — — 499,390 500,326

Total $ 13,010,124 $ 12,735,959 $ 12,896,609 $ 13,507,477

Boston Properties, Inc.

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

September 30, 2021 December 31, 2020

Real estate consisted of the following at March 31, 2022 and December 31, 2021 (in thousands):

March 31, 2022 December 31, 2021

Land $ 5,059,311 $ 5,061,169

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_______________

(1) See Note 4.

(1) Includes pre-development costs.

Boston Properties Limited Partnership

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

September 30, 2021 December 31, 2020

Real estate consisted of the following at March 31, 2022 and December 31, 2021 (in thousands):

March 31, 2022 December 31, 2021

Land $ 4,963,374 $ 4,964,986

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_______________

(1) See Note 4.

(1) Includes pre-development costs.

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 $ 3.1 million of revenue and approximately ($ 1.2 ) million of earnings to the Company for the period from June 2, 2021 through September 30, 2021.

On August 2, 2021, the Company acquired Shady Grove Bio+Tech Campus in Rockville, Maryland, for a purchase price, including transaction costs, of approximately $ 118.5 million in cash.

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 lab or life sciences uses.

As a result, the three vacant buildings are not part of the Company’s in-service portfolio.

The Company anticipates that it will redevelop or convert the remaining four buildings to lab or life sciences-related uses as each becomes vacant.

The following table summarizes the allocation of the purchase price, including transaction costs, of Shady Grove Bio+Tech Campus at the date of acquisition (in thousands):

Land $ 52,030

Building and improvements 63,060

Tenant improvements 1,152

In-place lease intangibles 2,523

Above-market lease intangibles 142

Below-market lease intangibles ( 403 )

Net assets acquired $ 118,504

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

and the acquired above/below-market lease intangibles for Shady Grove Bio+Tech Campus from August 2, 2021 through the last lease expiration (in thousands):

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

Period from August 2, 2021 through December 31, 2021 $ 838 $ 31 $ 102

2022 1,478 74 236

2023 151 25 39

2024 56 12 26

Shady Grove Bio+Tech Campus contributed approximately $ 0.5 million of revenue and approximately $( 0.6 ) million of earnings to the Company for the period from August 2, 2021 through September 30, 2021.

Pending Acquisitions

Pending Acquisition

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 that expires concurrently with the planned closing.

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

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 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.

When completed, the building will consist of approximately 329,000 net rentable square feet of laboratory space.

On February 25, 2021, the Company commenced the redevelopment of 880 Winter Street, located in Waltham, Massachusetts.

When completed, the building will consist of approximately 224,000 net rentable square feet of laboratory space.

On February 25, 2021, the Company commenced the redevelopment of View Boston Observatory at The Prudential Center, 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 is demolishing the building and may 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 achieved final completion during the third 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 $ 8.1 million during the nine months ended September 30, 2021.

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 sales 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 (See Note 15).

The property is 100 % leased to a single tenant with a lease that expires concurrently with the planned closing (See Note 12).

On March 31, 2022, the Company completed the sale of 195 West Street located in Waltham, Massachusetts for a gross sale price of $ 37.7 million.

Net cash proceeds totaled approximately $ 35.4 million, resulting in a gain on sale of real estate totaling approximately $ 22.7 million for BXP and approximately $ 23.4 million for BPLP.

195 West Street is an approximately 63,500 net rentable square foot Class A office property.

195 West Street contributed approximately $ 0.4 million of net income to the Company for the three months ended March 31, 2022 and contributed approximately $ 0.2 million of net loss to the Company for the three months ended March 31, 2021.

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

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, during the nine months ended September 30, 2021, the Company wrote off approximately $ 1.3 million related to accrued rent, net balances and accounts receivable, net balances.

There were no write-offs related to accrued rent, net balances and accounts receivable, net balances for the three months ended September 30, 2021.

During the three and nine months ended September 30, 2020, the Company wrote off approximately $ 7.5 million and $ 63.8 million, respectively, related to accrued rent, net balances and accounts receivable, net balances.

There were no new write-offs related to accrued rent, net balances and accounts receivable, net balances for the three months ended March 31, 2022.

However, during the three months ended March 31, 2022, the Company determined it was probable of collecting substantially all of certain tenants’ accrued rent and account receivable balances and, therefore, ceased recognizing revenue from such tenants on a cash basis.

As a result of returning these tenants to accrual basis accounting, the Company reinstated approximately $ 1.0 million of accrued rent balances.

During the three months ended March 31, 2021, the Company wrote off approximately $ 0.4 million related to accrued rent, net balances and 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 determined 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 incurred by the government with respect to the Sumner School 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 total 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.

On July 1, 2021, the Company made the $ 23.0 million payment.

The Sumner Square ground lease had operating lease costs of approximately $ 0.1 million and $ 0.3 million for the three months ended September 30, 2021 and 2020, respectively, and approximately $ 0.6 million and $ 1.0 million for the nine months ended September 30, 2021 and 2020, respectively.

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

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 nine months ended September 30, 2021 and 2020 included within the Company's Consolidated Statements of Operations (in thousands):

Three months ended September 30, Nine months ended September 30,

For information related to write-offs of accrued rent, net balances and accounts receivable, net balances and reinstatements of accrued rent balances for the Company’s unconsolidated joint ventures, see Note 5.

The following table summarizes the components of lease revenue recognized during the three months ended March 31, 2022 and 2021 included within the Company's Consolidated Statements of Operations (in thousands):

Three months ended March 31,

Lease Revenue 2022 2021

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Investments in Unconsolidated Joint Ventures

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

The investments in unconsolidated joint ventures consist of the following at March 31, 2022 and December 31, 2021:

Carrying Value of Investment (1)

Entity Properties Nominal % Ownership September 30,

2021 December 31,

Entity Properties Nominal % Ownership March 31, 2022 December 31, 2021

(in thousands)

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33.33 % (3) 33,351 33,732

Annapolis Junction NFM LLC Annapolis Junction 50.00 % (4) N/A 13,463

540 Madison Venture LLC 540 Madison Avenue 60.00 % (5) — 122

500 North Capitol Venture LLC 500 North Capitol Street, NW 30.00 % ( 8,477 ) ( 7,913 )

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Rosecrans-Sepulveda Partners 4, LLC Beach Cities Media Campus 50.00 % 27,078 27,106

Safeco Plaza REIT LLC Safeco Plaza 33.67 % (9) 72,570 N/A

Safeco Plaza REIT LLC Safeco Plaza 33.67 % (6) 72,362 72,545

360 PAS Holdco LLC 360 Park Avenue South 42.21 % (7) 109,318 106,855

$ 1,455,550 $ 1,445,926

_______________

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

(1) Investments with deficit balances aggregating approximately $ 63.1 million and $ 37.1 million at March 31, 2022 and December 31, 2021, 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 September 30, 2021 and December 31, 2020, the Company’s economic ownership was approximately 50 %.

At March 31, 2022 and December 31, 2021, the Company’s economic ownership was approximately 50 %.

(3) The Company’s wholly-owned subsidiary that owns Wisconsin Place Office also owns a 33.33 % interest in the joint venture entity that owns the land, parking garage and infrastructure of the project.

(4) On March 30, 2021, the Company sold its interest in the joint venture to the partner.

See below for additional details.

(5) T he property was sold on June 27, 2019.

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

All remaining cash has been distributed as of September 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.

(4) 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 in excess of 520,000 square feet and achieving certain project returns at stabilization.

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

(8) As a result of the partner’s deferred contribution, the Company owned an approximately 52 % and 55 % interest in the joint venture at September 30, 2021 and December 31, 2020, respectively.

(6) The Company’s ownership includes (1) a 33.0 % direct interest in the joint venture, and (2) an additional 1 % interest in each of the two entities (each, a “Safeco Partner Entity”) through which each partner owns its interest in the joint venture.

(7) The Company’s ownership includes (1) a 35.79 % direct interest in the joint venture, (2) an additional 5.837 % indirect ownership in the joint venture, and (3) an additional 1 % interest in each of the two entities (each, a “360 Park Avenue South Partner Entity”) through which each partner owns its interest in the joint venture.

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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The combined summarized balance sheets of the Company’s unconsolidated joint ventures are as follows:

September 30,

2021 December 31,

March 31, 2022 December 31, 2021

(in thousands)

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_______________

(1) At September 30, 2021 and December 31, 2020, this amount included right of use assets - finance leases totaling approximately $ 248.9 million, and right of use assets - operating leases totaling approximately $ 22.6 million and $ 22.5 million, respectively.

(2) At September 30, 2021 and December 31, 2020, this amount included lease liabilities - finance leases totaling approximately $ 386.3 million and $ 388.7 million, respectively, and lease liabilities - operating leases totaling approximately $ 30.4 million and $ 29.0 million, respectively.

(1) At March 31, 2022 and December 31, 2021, this amount included right of use assets - finance leases totaling approximately $ 248.9 million.

At March 31, 2022 and December 31, 2021, this amount included right of use assets - operating leases totaling approximately $ 22.0 million and $ 22.3 million, respectively.

(2) At March 31, 2022 and December 31, 2021, this amount included lease liabilities - finance leases totaling approximately $ 384.7 million and $ 385.5 million, respectively.

At March 31, 2022 and December 31, 2021, this amount included lease liabilities - operating leases totaling approximately $ 30.4 million.

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

September 30,

2021 December 31,

March 31, 2022 December 31, 2021

Property (in thousands)

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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 $ 36.6 million at September 30, 2021 and December 31, 2020 are reflected within Other Liabilities in the Company’s Consolidated Balance Sheets.

(4) Investments with deficit balances aggregating approximately $ 63.1 million and $ 37.1 million at March 31, 2022 and December 31, 2021, respectively, are reflected within Other Liabilities in the Company’s Consolidated Balance Sheets.

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

Three months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

Three months ended March 31,

(in thousands)

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Other income (expense)

Loss from early extinguishment of debt ( 1,327 ) —

Interest expense ( 30,373 ) ( 25,556 )

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

Net loss $ ( 13,924 ) $ ( 11,139 ) $ ( 28,282 ) $ ( 1,072 )

Net income (loss) $ 2,486 $ ( 9,534 )

Company’s share of net income (loss) $ 3,394 $ ( 3,640 )

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Basis differential (3) ( 1,205 ) ( 1,392 )

Loss from unconsolidated joint ventures $ ( 5,597 ) $ ( 6,873 ) $ ( 1,745 ) $ ( 5,410 )

Income from unconsolidated joint ventures $ 2,189 $ 5,225

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(1) Includes straight-line rent adjustments of approximately $ 5.5 million and $ 3.8 million for the three months ended September 30, 2021 and 2020, respectively, and approximately $ 11.6 million and $ 22.0 million for the nine months ended September 30, 2021 and 2020, respectively.

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

(1) Includes straight-line rent adjustments of approximately $ 27.5 million and $ 1.1 million for the three months ended March 31, 2022 and 2021, respectively.

For the three months ended March 31, 2022, reinstatement of accrued rent balances totaled approximately $ 2.5 million.

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.

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

(3) Includes straight-line rent adjustments of approximately $ 0.1 million and $ 0.4 million for the three months ended September 30, 2021 and 2020, respectively, and approximately $ 0.7 million and $ 1.3 million for the nine months ended September 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 September 30, 2021 and 2020, respectively, and approximately $ 0.2 million and $ 0.7 million for the nine months ended September 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 September 30, 2021, the Company had a 52 % interest in the joint venture.

The Company expects the 751 Gateway development project to be transferred to a separate joint venture with the same partner.

The Company expects it will own a 49 % interest in this new joint venture.

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 $ 17.8 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 Loss from Unconsolidated Joint Ventures in the accompanying Consolidated Statements of Operations.

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.

On August 31, 2021, a joint venture in which the Company has a 50 % interest extended the construction loan collateralized by its The Hub on Causeway – Podium property.

At the time of the extension, the outstanding balance of the loan totaled approximately $ 174.3 million, bore interest at a variable rate equal to LIBOR plus 2.25 % per annum and was scheduled to mature on September 6, 2021, with two , one -year extension options, subject to certain conditions.

The extended loan continues to bear interest at a variable rate equal to LIBOR plus 2.25 % per annum and matures on September 6, 2023.

The Hub on Causeway - Podium is a retail and office property with approximately 382,000 net rentable square feet located in Boston, Massachusetts.

On September 1, 2021, the Company entered into a joint venture to acquire Safeco Plaza, a Class A office property located in Seattle, Washington, for a gross purchase price of approximately $ 465.0 million.

Safeco Plaza is a 50 -story, approximately 765,000 net rentable square-foot, Class A office property.

The acquisition was completed through a newly formed joint venture with two institutional partners.

Each of the institutional partners invested approximately $ 71.9 million of cash for its 33.165 % ownership interest in the joint venture.

The Company invested approximately $ 72.6 million for its 33.67 % interest in the joint venture and is providing customary operating, property management and leasing services to the joint venture.

The Company’s ownership includes (1) a 33.0 % direct interest in the joint venture, and (2) an additional 1 % interest in each of the two Safeco Partner Entities through which each partner owns its interest in the joint venture.

Subject to the occurrence of certain events and the joint venture achieving certain return thresholds, the Company is entitled to earn promote distributions.

Some of the promote distributions may be payable in cash or, at the Company’s election, equity interest(s) in the Safeco Partner Entity(ies).

The purchase price was funded with cash and proceeds from a new mortgage loan secured by the property.

The mortgage loan has a principal amount of $ 250.0 million, bears interest at a variable rate equal to the greater of (x) 2.35% or (y) LIBOR plus 2.20% per annum and matures on September 1, 2026.

Mortgage Notes Payable

On March 26, 2021, the Company used available cash to repay the mortgage loan collateralized by its University Place property located in Cambridge, Massachusetts totaling approximately $ 0.9 million.

The mortgage loan bore interest at a fixed rate of 6.94 % per annum and was scheduled to mature on August 1, 2021.

There was no prepayment penalty.

Unsecured Senior Notes

The following summarizes the unsecured senior notes outstanding as of September 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 (3)

10.5 Year Unsecured Senior Notes 3.125 % 3.279 % 500,000 September 1, 2023

10.5 Year Unsecured Senior Notes 3.800 % 3.916 % 700,000 February 1, 2024

7 Year Unsecured Senior Notes 3.200 % 3.350 % 850,000 January 15, 2025

10 Year Unsecured Senior Notes 3.650 % 3.766 % 1,000,000 February 1, 2026

10 Year Unsecured Senior Notes 2.750 % 3.495 % 1,000,000 October 1, 2026

10 Year Unsecured Senior Notes 4.500 % 4.628 % 1,000,000 December 1, 2028

10 Year Unsecured Senior Notes 3.400 % 3.505 % 850,000 June 21, 2029

10.5 Year Unsecured Senior Notes 2.900 % 2.984 % 700,000 March 15, 2030

10.75 Year Unsecured Senior Notes 3.250 % 3.343 % 1,250,000 January 30, 2031

11 Year Unsecured Senior Notes 2.550 % 2.671 % 850,000 April 1, 2032

12 Year Unsecured Senior Notes 2.450 % 2.524 % 850,000 October 1, 2033

Total principal 10,550,000

Net unamortized discount 17,581

Deferred financing costs, net 52,768

Total $ 10,479,651

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(1) Yield on issuance date including the effects of discounts on the notes, settlements of interest rate contracts and the amortization of financing costs.

(2) No principal amounts are due prior to maturity.

(3) See Note 15.

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 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.

The Company recognized a loss from early extinguishment of debt totaling approximately $ 0.4 million related to unamortized origination costs.

On March 16, 2021, Boston Properties Limited Partnership completed a public offering of $ 850.0 million in aggregate principal amount of its 2.550 % unsecured senior notes due 2032.

The notes were priced at 99.570 % of the principal amount to yield an effective rate (including financing fees) of approximately 2.671 % per annum to maturity.

The notes will mature on April 1, 2032, unless earlier redeemed.

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

On September 29, 2021, Boston Properties Limited Partnership completed a public offering of $ 850.0 million in aggregate principal amount of its 2.450 % unsecured senior notes due 2033.

The notes were priced at 99.959 % of the principal amount to yield an effective rate (including financing fees) of approximately 2.524 % per annum to maturity.

The notes will mature on October 1, 2033, unless earlier redeemed.

The aggregate net proceeds from the offering were approximately $ 842.5 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 September 30, 2021, Boston Properties Limited Partnership was in compliance with each of these financial restrictions and requiremen ts.

Unsecured Credit 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.

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

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

(3) Includes straight-line rent adjustments of approximately $ 0.1 million and $ 0.5 million for the three months ended March 31, 2022 and 2021, respectively.

Also includes net above-/below-market rent adjustments of approximately $ 0.1 million and $ 0.1 million for the three months ended March 31, 2022 and 2021, respectively.

On January 18, 2022, a joint venture in which the Company has a 50 % interest commenced the redevelopment of 651 Gateway located in South San Francisco, California.

651 Gateway is an office building that will be converted to approximately 327,000 net rentable square feet of life sciences space.

On February 2, 2022, a joint venture in which the Company has a 55 % interest commenced the development of the first phase of Platform 16, a Class A office project located in San Jose, California, that is expected to contain approximately 1.1 million net rentable square feet upon completion.

The first phase of the development project will include the construction of an approximately 390,000 net rentable square foot Class A creative office building and a below-grade parking garage.

On March 28, 2022, a joint venture in which the Company has a 20 % interest refinanced with a new lender the secured debt collateralized by its Metropolitan Square property located in Washington, DC.

At the time of the refinancing, the loan had an outstanding balance of approximately $ 294.1 million, bore interest at a variable rate equal to (1) the greater of (x) LIBOR or (y) 0.65% , plus (2) 4.75 % per annum and was scheduled to mature on July 7, 2022, with two , one -year extension options, subject to certain conditions.

In conjunction with the refinancing, the joint venture settled its interest rate cap agreement, entered into in 2020, to limit its exposure to increases in the LIBOR rate.

There was no prepayment penalty associated with the prepayment of the previous mortgage loan.

The joint venture recognized a loss from early extinguishment of debt totaling approximately $ 1.3 million due to the write-off of unamortized deferred financing costs.

The new mortgage and mezzanine loans have an aggregate principal balance of $ 420.0 million, bear interest at a weighted average variable rate equal to the Secured Overnight Financing Rate (“SOFR“) plus 2.75 % per annum and mature on April 9, 2024, with three , one -year extension options, subject to certain conditions.

The joint venture distributed excess loan proceeds from the new mortgage and mezzanine loans totaling approximately $ 100.5 million, of which the Company’s share totaled approximately $ 20.1 million.

Metropolitan Square is an office property with approximately 657,000 net rentable square feet located in Washington, DC.

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 had letter of credit and performance obligations related to lender and development requirements that total approximately $ 25.8 million at September 30, 2021.

The Company had letter of credit and performance obligations related to lender and development requirements that total approximately $ 26.4 million at March 31, 2022.

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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From time to time, the Company (or ventures in which the Company has an ownership interest) has agreed, and may in the future agree, to (1) guarantee portions of the principal, interest and other amounts in connection with their borrowings, (2) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with their borrowings and (3) provide guarantees to lenders, tenants and other third parties for the completion of development projects.

The Company has agreements with its outside partners whereby the partners agree to reimburse the joint venture for their share of any payments made under the guarantee.

The Company has agreements with its outside or joint venture partners whereby the partners agree to reimburse the joint venture for their share of any payments made under the guarantee.

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

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 September 30, 2021, the maximum funding obligation under the guarantee was approximately $ 20.3 million.

As of March 31, 2022, the maximum funding obligation under the guarantee was approximately $ 17.7 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 September 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.

The Company earns fees from the joint venture for providing the guarantees and any amounts the Company pays under the guarantee(s) will be deemed to be capital contributions by the Company to the joint venture.

The Company has also agreed to fund construction costs through capital contributions to the joint venture in the event of insufficiency of third-party construction financing.

In addition, the Company has guaranteed to Marriott, as hotel manager, the completion of a hotel being developed by an affiliate of The Bernstein Companies (the Company’s partner in the 7750 Wisconsin Avenue joint venture) adjacent to the office property, for which the Company earns a fee from the affiliate of The Bernstein Companies.

In addition, the Company entered into agreements with affiliates of The Bernstein Companies whereby the Company could be required to act as a mezzanine and/or mortgage lender and finance the construction of the hotel property.

As of March 31, 2022, no amounts related to the guarantee were recorded as liabilities in the Company’s consolidated financial statements.

In connection with the development of the 7750 Wisconsin Avenue office property located in Bethesda, Maryland, the Company entered into agreements with affiliates of The Bernstein Companies (the Company’s partner in the 7750 Wisconsin Avenue joint venture) whereby the Company could be required to act as a mezzanine and/or mortgage lender and finance the construction of the hotel property being developed by an affiliate of The Bernstein Companies adjacent to the office property.

An affiliate of The Bernstein Companies exercised its option to borrow $ 10.0 million from the Company under such agreements, which financing was provided by the Company on June 1, 2020.

The financing bears interest at a fixed rate of 8.00 % per annum, compounded monthly, and matures on the fifth anniversary of the date on which the base building of the affiliate of The Bernstein Companies’ hotel property is substantially completed.

The financing is collateralized by a pledge of the partner’s equity interest in the joint venture that owns and is developing 7750 Wisconsin Avenue .

The financing is collateralized by a pledge of the partner’s equity interest in the joint venture that owns and developed 7750 Wisconsin Avenue.

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 September 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.

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.

Although the project has been sold and the lease with the Federal Government tenant has been assigned to the buyer, pursuant to the terms of the Federal

Government lease, the Federal Government tenant was not obligated to release the prior owner/landlord from such landlord’s obligations under the lease until completion of the construction .

As a result, the entity which previously owned the land remains liable to the Federal Government tenant for the completion of the construction obligations under the lease.

The buyer is obligated to fund the balance of the costs to meet such construction obligations, subject to the Company’s obligation to fund cost overruns (if any), as noted above.

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.

Final completion of the project was achieved during the nine months ended September 30, 2021 and the Company has been released of its guarantee obligations (See Note 3).

The financing is recorded as Note Receivable, Net in the Company’s Consolidated Balance Sheets.

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.

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The Company’s property insurance program per occurrence limits are $ 1.0 billion for its portfolio insurance program, including coverage for acts of terrorism other than nuclear, biological, chemical or radiological terrorism (“Terrorism Coverage”).

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.

The Company also carries $ 1.35 billion of property insurance in excess of the $ 1.0 billion of coverage in the Company’s property insurance program for 601 Lexington Avenue, New York, New York, consisting of $ 750 million of property and Terrorism Coverage in excess of the Company’s property insurance program and $ 600 million of Terrorism Coverage only in excess of the $ 1.75 billion of coverage.

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.

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Therefore, insurance coverage provided by IXP should not be considered as the equivalent of third-party insurance, but rather as a modified form of self-insurance.

In addition, Boston Properties Limited Partnership has issued a guarantee to cover liabilities of IXP in the amount of $ 20.0 million.

Due to the current COVID-19 pandemic, the Company anticipates the possibility of business interruption, loss of lease revenue and/or other associated expenses related to the Company’s operations across its portfolio.

Because this is an ongoing situation it is not yet possible to quantify the Company’s losses and expenses, which continue to develop.

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

In addition, BPLP has issued a guarantee to cover liabilities of IXP in the amount of $ 20.0 million.

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

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With respect to such losses and losses from acts of terrorism, earthquakes, pandemics or other catastrophic events, if the Company experiences a loss that is uninsured or that exceeds policy limits, the Company could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties.

Depending on the specific circumstances of each affected property, it is possible that the Company could be liable for mortgage indebtedness or other obligations related to the property.

Depending on the specific circumstances of each affected property, it is possible that the Company could be liable for mortgage

indebtedness or other obligations related to the property.

Any such loss could materially and adversely affect the Company’s business and financial condition and results of operations.

Noncontrolling Interests

Noncontrolling interests relate to the interests in Boston Properties Limited Partnership not owned by Boston Properties, Inc.

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

As of September 30, 2021, the noncontrolling interests in Boston Properties Limited Partnership consisted of 15,989,304 OP Units, 1,487,492 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 interests relate to the interests in BPLP not owned by BXP and interests in consolidated property partnerships not wholly-owned by the Company.

As of March 31, 2022, the noncontrolling interests in BPLP consisted of 16,550,441 OP Units, 1,678,082 LTIP Units (including 466,233 LTIP Units earned by employees under the Company’s multi-year long-term incentive awards granted between 2012 and 2019 (i.e., 2012 OPP and 2013 - 2019 MYLTIP awards)), 203,278 2020 MYLTIP Units, 351,447 2021 MYLTIP Units and 254,061 2022 MYLTIP Units held by parties other than BXP.

Noncontrolling Interest—Common Units

During the nine months ended September 30, 2021, 227,233 OP Units were presented by the holders for redemption (including 144,399 OP 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 September 30, 2021, Boston Properties Limited Partnership had outstanding 219,916 2019 MYLTIP Units, 203,278 2020 MYLTIP Units and 352,021 2021 MYLTIP Units.

During the three months ended March 31, 2022, 141,188 OP Units were presented by the holders for redemption (including 36,508 OP Units issued upon conversion of LTIP Units, 2012 OPP Units and MYLTIP Units) and were redeemed by BXP in exchange for an equal number of shares of Common Stock.

At March 31, 2022, BPLP had outstanding 203,278 2020 MYLTIP Units, 351,447 2021 MYLTIP Units and 254,061 2022 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).

On February 4, 2022, the measurement period for the Company’s 2019 MYLTIP awards ended and, based on BXP’s relative TSR performance, the final payout was determined to be 69.0 % of target, or an aggregate of approximately $ 8.6 million (after giving effect to employee separations).

As a result, an aggregate of 144,043 2019 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 nine months ended September 30, 2021:

The following table presents BPLP’s distributions on the OP Units and LTIP Units (including the 2012 OPP Units, 2013 - 2018 MYLTIP Units and, after the February 4, 2022 measurement date, the 2019 MYLTIP Units) and its distributions on the 2019 MYLTIP Units (prior to the February 4, 2022 measurement date) and 2020 - 2022 MYLTIP Units (after the February 1, 2022 issuance date of the 2022 MYLTIP Units) that occurred during the three months ended March 31, 2022:

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

September 30, 2021 October 29, 2021 $ 0.98 $ 0.098

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

March 31, 2022 April 29, 2022 $ 0.98 $ 0.098

December 31, 2021 January 28, 2022 $ 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 nine months ended September 30, 2020:

The following table presents BPLP’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

September 30, 2020 October 30, 2020 $ 0.98 $ 0.098

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

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

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

A holder of an OP Unit may present the OP Unit to Boston Properties Limited Partnership for redemption at any time (subject to restrictions agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance).

Upon presentation of an OP Unit for redemption, Boston Properties Limited Partnership must redeem the OP Unit for cash equal to the then value of a share of Common Stock of Boston Properties, Inc.

Boston Properties, Inc.

may, in its sole discretion, elect to assume and satisfy the redemption obligation by paying either cash or issuing one share of Common Stock.

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 September 30, 2021 was approximately $ 1.9 billion based on the last reported price of a share of Common Stock on the New York Stock Exchange of $ 108.35 per share on September 30, 2021.

Upon presentation of an OP Unit for redemption, BPLP must redeem the OP Unit for cash equal to the then value of a share of Common Stock of BXP.

BXP may, in its sole discretion, elect to assume and satisfy the redemption obligation by paying either cash or issuing one share of Common Stock.

The value of the OP Units (LTIP Units (including the 2012 OPP Units and 2013 - 2019 MYLTIP

Units) assuming that all conditions had been met for the conversion thereof) had all of such units been redeemed at March 31, 2022 was approximately $ 2.3 billion based on the last reported price of a share of Common Stock on the New York Stock Exchange of $ 128.80 per share on March 31, 2022.

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 approximately $ 1.7 billion a t September 30, 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 approximately $ 1.5 billion and $ 1.6 billion a t March 31, 2022 and December 31, 2021, respectively, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

Stockholders’ Equity / Partners’ Capital

Boston Properties, Inc.

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

had 156,206,491 shares of Common Stock outstanding.

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

owned 1,736,833 general partnership units and 154,469,658 limited partnership units in Boston Properties Limited Partnership.

On May 22, 2020, Boston Properties, Inc.

renewed its “at the market” (“ATM”) stock offering program through which it may sell from time to time up to an aggregate of $ 600.0 million of its Common Stock through sales agents over a three -year period.

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.

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

Boston Properties, Inc.

intends to use the net proceeds from any offering for general business purposes, which may include investment opportunities and debt reduction.

As of March 31, 2022, BXP had 156,711,714 shares of Common Stock outstanding.

As of March 31, 2022, BXP owned 1,749,402 general partnership units and 154,962,312 limited partnership units in BPLP.

On May 22, 2020, BXP renewed its “at the market” (“ATM”) stock offering program through which it may sell from time to time up to an aggregate of $ 600.0 million of its Common Stock through sales agents over a three -year period.

Under the ATM stock offering program, BXP may also engage in forward sale transactions with affiliates of certain sales agents for the sale of its Common Stock on a forward basis.

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

BXP intends to use the net proceeds from any offering for general business purposes, which may include investment opportunities and debt reduction.

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

During the nine months ended September 30, 2021, Boston Properties, Inc.

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

During the nine months ended September 30, 2021, Boston Properties, Inc.

issued 227,233 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 nine months ended September 30, 2020:

During the three months ended March 31, 2022, BXP did not issue any shares of Common Stock upon the exercise of options to purchase Common Stock.

During the three months ended March 31, 2022, BXP issued 141,148 shares of Common Stock in connection with the redemption of an equal number of redeemable OP Units from limited partners.

The following table presents BXP’s dividends per share and BPLP’s distributions per OP Unit and LTIP Unit paid or declared in 2022 and during the three months ended March 31, 2021:

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

September 30, 2021 October 29, 2021 $ 0.98 $ 0.98

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

March 31, 2022 April 29, 2022 $ 0.98 $ 0.98

December 31, 2021 January 28, 2022 $ 0.98 $ 0.98

September 30, 2020 October 30, 2020 $ 0.98 $ 0.98

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

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

1 unchanged sentence

Preferred Stock

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.

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.

On March 2, 2021, BXP issued a redemption notice for 80,000 shares of its 5.25 % Series B Cumulative Redeemable Preferred Stock (the “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 redemption price per share of Series B Preferred Stock was $ 2,500 , plus all accrued and unpaid dividends 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, including accrued and unpaid dividends to, but not including, the redemption date, to the redemption agent.

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 nine months ended September 30, 2020:

Common Shareholders and Net Income Attributable to Boston Properties Limited Partnership Common Unitholders on the Consolidated Income Statements.

On April 1, 2021 , BXP redeemed all of the outstanding shares of Series B Preferred Stock and all of the outstanding Depositary Shares.

The following table presents BXP’s dividend per share on its Series B Preferred Stock paid during the three months ended March 31, 2021:

Record Date Payment Date Dividend (Per Share)

February 5, 2021 February 16, 2021 $ 32.8125

November 4, 2020 November 16, 2020 $ 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

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 and nine months ended September 30, 2021 and 2020.

Boston Properties, Inc.

Three months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

Three months ended March 31,

(in thousands)

9 unchanged sentences

Losses from early extinguishment of debt — 898

Loss from unconsolidated joint ventures 5,597 6,873 1,745 5,410

Net operating income from unconsolidated joint ventures 37,321 24,795

2 unchanged sentences

Payroll and related costs from management services contracts

3,006 2,896 9,166 8,617

General and administrative expense 43,194 44,959

3 unchanged sentences

Interest and other income (loss) 1,228 1,168

Gains (losses) on sales of real estate 348 ( 209 ) 8,104 613,723

Gains on sales of real estate 22,701 —

Income from unconsolidated joint ventures 2,189 5,225

Direct reimbursements of payroll and related costs from management services contracts

3,006 2,896 9,166 8,617

Development and management services revenue 5,831 6,803

Company’s share of Net Operating Income $ 459,582 $ 424,366

Boston Properties Limited Partnership

Three months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

Three months ended March 31,

(in thousands)

6 unchanged sentences

Losses from early extinguishment of debt — 898

Loss from unconsolidated joint ventures 5,597 6,873 1,745 5,410

Net operating income from unconsolidated joint ventures 37,321 24,795

2 unchanged sentences

Payroll and related costs from management services contracts

3,006 2,896 9,166 8,617

General and administrative expense 43,194 44,959

3 unchanged sentences

Interest and other income (loss) 1,228 1,168

Gains (losses) on sales of real estate 348 ( 209 ) 8,104 626,686

Gains on sales of real estate 23,384 —

Income from unconsolidated joint ventures 2,189 5,225

Direct reimbursements of payroll and related costs from management services contracts

3,006 2,896 9,166 8,617

Development and management services revenue 5,831 6,803

1 unchanged sentence

Net operating income (“NOI”) is a non-GAAP financial measure equal to net income attributable to Boston Properties, Inc.

common shareholders and net income attributable to Boston Properties Limited Partnership common unitholders, as applicable, the most directly comparable GAAP financial measures, plus (1) preferred stock/unit redemption charge, preferred dividends/distributions, net income attributable to noncontrolling interests, interest expense, losses from early extinguishment of debt, loss from unconsolidated joint ventures, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts and corporate general and administrative expense less (2) gains (losses) from investments in securities, interest and other income (loss), gains (losses) on sales of real estate, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue.

common shareholders and net income attributable to Boston Properties Limited Partnership common unitholders, as applicable, the most directly comparable GAAP financial measures, plus (1) preferred stock/unit redemption charge, preferred dividends/distributions, net income attributable to noncontrolling interests, interest expense, losses from early extinguishment of debt, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts and corporate general and administrative expense less (2) gains (losses) from investments in securities, interest and other income (loss), gains on sales of real estate, income from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue.

The Company believes NOI is useful to investors as a performance measure and believes it provides useful information to investors regarding its results of operations and financial condition because, when compared across periods, it reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income attributable to Boston Properties, Inc.

3 unchanged sentences

In addition, depreciation and amortization expense, because of historical cost accounting and useful life estimates, may distort operating performance measures at the property level.

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

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

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).

5 unchanged sentences

Therefore, depreciation and amortization expense is not allocated among segments.

Preferred stock/unit redemption charge, preferred dividends/distributions, interest expense, losses from early extinguishment of debt, loss from unconsolidated joint ventures, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts, corporate general and administrative expense, gains (losses) from investments in securities, interest and other income (loss), gains (losses) on sales of real estate, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue are not included in NOI and are provided as reconciling items to the Company’s reconciliations of its share of NOI to net income attributable to common shareholders/unitholders.

Preferred stock/unit redemption charge, preferred dividends/distributions, interest expense, losses from early extinguishment of debt, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts, corporate general and administrative expense, gains (losses) from investments in securities, interest and other income (loss), gains on sales of real estate, income from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue are not included in NOI and are provided as reconciling items to the Company’s reconciliations of its share of NOI to net income attributable to common shareholders/unitholders.

The Company’s segments are based on the Company’s method of internal reporting which classifies its operations by geographic area.

The Company’s segments by geographic area are Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC.

On September 1, 2021, the Company invested into a joint venture that acquired Safeco Plaza located in Seattle, Washington (See Note 5).

On September 1, 2021, the Company invested in a joint venture that acquired Safeco Plaza located in Seattle, Washington.

As such, the Seattle region was identified as a segment during the third quarter of 2021.

The Company also presents information for each segment by property type, including Office, Residential and Hotel.

Included within the Office property type are commercial office and retail leases, as well as parking revenue.

Any write-off for bad debt, including accrued rent, will be recorded as a reduction to lease revenue.

During the nine months ended September 30, 2021, the Company wrote off approximately $ 1.3 million related to accrued rent, net balances and accounts receivable, net balances.

There were no write-offs related to accrued rent, net balances and accounts receivable, net balances for the three months ended September 30, 2021.

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.

In addition, parking and other revenue for the three months ended September 30, 2021 increased by approximately $ 7.2 million compared to the three months ended September 30, 2020.

Parking and other revenue for the nine months ended September 30, 2021 increased by approximately $ 4.0 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 has operated at lower occupancy levels 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 lower 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.

Parking and other revenue for the three months ended March 31, 2022 increased by approximately $ 4.8 million compared to the three months ended March 31, 2021.

These increases were primarily in transient and monthly parking revenue.

The decreased demand for and occupancy of the Boston Marriott Cambridge hotel have had, and are expected to continue to have, a material adverse effect on its operations and thus the results of the Company’s Hotel property type.

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

For the three months ended September 30, 2021:

Boston Los Angeles New York San Francisco Seattle Washington, DC Total

Rental Revenue:

Office $ 236,080 $ — $ 257,656 $ 125,340 $ — $ 85,797 $ 704,873

Residential 3,418 — — 806 — 6,670 10,894

Hotel 5,189 — — — — — 5,189

Total 244,687 — 257,656 126,146 — 92,467 720,956

% of Grand Totals 33.93 % — % 35.74 % 17.50 % — % 12.83 % 100.00 %

Rental Expenses:

Office 82,697 — 94,338 43,582 — 31,619 252,236

Residential 1,396 — — 1,688 — 2,961 6,045

Hotel 3,946 — — — — — 3,946

Total 88,039 — 94,338 45,270 — 34,580 262,227

% of Grand Totals 33.57 % — % 35.98 % 17.26 % — % 13.19 % 100.00 %

Net operating income $ 156,648 $ — $ 163,318 $ 80,876 $ — $ 57,887 $ 458,729

% of Grand Totals 34.15 % — % 35.60 % 17.63 % — % 12.62 % 100.00 %

Net operating income attributable to noncontrolling interests in property partnerships ( 10,841 ) — ( 36,959 ) — — — ( 47,800 )

Company’s share of net operating income from unconsolidated joint ventures 3,464 12,078 104 3,502 671 4,447 24,266

Company’s share of net operating income $ 149,271 $ 12,078 $ 126,463 $ 84,378 $ 671 $ 62,334 $ 435,195

% of Grand Totals 34.30 % 2.78 % 29.06 % 19.39 % 0.15 % 14.32 % 100.00 %

_______________

(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 September 30, 2020:

Boston Los Angeles New York San Francisco Washington, DC Total

Rental Revenue:

Office $ 225,652 $ — $ 239,535 $ 128,165 $ 79,931 $ 673,283

Residential 3,043 — — 23 6,652 9,718

Hotel 90 — — — — 90

Total 228,785 — 239,535 128,188 86,583 683,091

% of Grand Totals 33.48 % — % 35.07 % 18.77 % 12.68 % 100.00 %

Rental Expenses:

Office 81,890 — 97,904 41,518 31,994 253,306

Residential 1,350 — — 740 2,865 4,955

Hotel 3,164 — — — — 3,164

Total 86,404 — 97,904 42,258 34,859 261,425

% of Grand Totals 33.05 % — % 37.46 % 16.16 % 13.33 % 100.00 %

Net operating income $ 142,381 $ — $ 141,631 $ 85,930 $ 51,724 $ 421,666

% of Grand Totals 33.77 % — % 33.58 % 20.38 % 12.27 % 100.00 %

Net operating income attributable to noncontrolling interests in property partnerships ( 10,228 ) — ( 31,932 ) — — ( 42,160 )

Company’s share of net operating income from unconsolidated joint ventures 2,764 11,953 539 4,098 5,584 24,938

Company’s share of net operating income $ 134,917 $ 11,953 $ 110,238 $ 90,028 $ 57,308 $ 404,444

% of Grand Totals 33.35 % 2.96 % 27.26 % 22.26 % 14.17 % 100.00 %

_______________

For the nine months ended September 30, 2021:

For the three months ended March 31, 2022:

Boston Los Angeles New York San Francisco Seattle Washington, DC Total

19 unchanged sentences

For the nine months ended September 30, 2020:

For the three months ended March 31, 2021:

Boston Los Angeles New York San Francisco Washington, DC Total

20 unchanged sentences

Earnings Per Share / Common Unit

Boston Properties, Inc.

The following table provides a reconciliation of both the net income attributable to Boston Properties, Inc.

2 unchanged sentences

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities.

As such, unvested restricted common stock of Boston Properties, Inc.

and Boston Properties Limited Partnership’s LTIP Units, 2012 OPP Units and MYLTIP Units are considered participating securities.

Participating securities are included in the computation of basic EPS of Boston Properties, Inc.

using the two-class method.

Participating securities are included in the computation of diluted EPS of Boston Properties, Inc.

using the if-converted method if the impact is dilutive.

Because the 2012 OPP Units and 2013 - 2018 MYLTIP Units required, and the 2019 - 2021 MYLTIP Units require, Boston Properties, Inc.

to outperform absolute and/or relative return thresholds, unless such thresholds have been met by the end of the applicable reporting period, Boston Properties, Inc.

excludes such units from the diluted EPS calculation.

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 September 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

$ 108,297 156,183 $ 0.69

Effect of Dilutive Securities:

Stock Based Compensation — 415 —

Diluted Earnings:

Net income attributable to Boston Properties, Inc.

common shareholders

$ 108,297 156,598 $ 0.69

Three months ended September 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

$ 89,854 155,645 $ 0.58

Effect of Dilutive Securities:

Stock Based Compensation

Diluted Earnings:

Net income attributable to Boston Properties, Inc.

common shareholders

$ 89,854 155,670 $ 0.58

Nine months ended September 30, 2021

As such, unvested restricted common stock of BXP and BPLP’s LTIP Units, 2012 OPP Units and MYLTIP Units are considered participating securities.

Participating securities are included in the computation of basic EPS of BXP using the two-class method.

Participating securities are included in the computation of diluted EPS of BXP using the if-converted method if the impact is dilutive.

Because the 2012 OPP Units and 2013 - 2019 MYLTIP Units required, and the 2020 - 2022 MYLTIP Units require, BXP to outperform absolute and/or relative return thresholds, unless such thresholds have been met by the end of the applicable reporting period, BXP excludes such units from the diluted EPS calculation.

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

Three months ended March 31, 2022

(Numerator) Shares

7 unchanged sentences

Stock Based Compensation

— 332 ( 0.01 )

Diluted Earnings:

2 unchanged sentences

$ 143,047 157,004 $ 0.91

Nine months ended September 30, 2020

Three months ended March 31, 2021

(Numerator) Shares

5 unchanged sentences

$ 91,624 155,928 $ 0.59

Allocation of undistributed earnings to participating securities

( 1,150 ) — ( 0.01 )

Net income attributable to Boston Properties, Inc.

common shareholders

$ 853,391 155,349 $ 5.49

Effect of Dilutive Securities:

4 unchanged sentences

$ 91,624 156,099 $ 0.59

Boston Properties Limited Partnership

The following table provides a reconciliation of both the net income attributable to Boston Properties Limited Partnership common unitholders and the number of common units used in the computation of basic earnings per common unit, which is calculated by dividing net income attributable to Boston Properties Limited Partnership common unitholders by the weighted-average number of common units outstanding during the period.

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities.

As such, unvested restricted common stock of Boston Properties, Inc.

and Boston Properties Limited Partnership’s LTIP Units, 2012 OPP Units and MYLTIP Units are considered participating securities.

As such, unvested restricted common stock of BXP and BPLP’s LTIP Units, 2012 OPP Units and MYLTIP Units are considered participating securities.

Participating securities are included in the computation of basic earnings per common unit using the two-class method.

Participating securities are included in the computation of diluted earnings per common unit using the if-converted method if the impact is dilutive.

Because the 2012 OPP Units and 2013 - 2018 MYLTIP Units required, and the 2019 - 2021 MYLTIP Units require, Boston Properties, Inc.

to outperform absolute and/or relative return thresholds, unless such thresholds have been met by the end of the applicable reporting period, Boston Properties Limited Partnership excludes such units from the diluted earnings per common unit calculation.

Because the 2012 OPP Units and 2013 - 2019 MYLTIP Units required, and the 2020 - 2022 MYLTIP Units require, BXP to outperform absolute and/or relative return thresholds, unless such thresholds have been met by the end of the applicable reporting period, BPLP excludes such units from the diluted earnings per common unit calculation.

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 17,011,000 and 17,032,000 redeemable common units for the three months ended September 30, 2021 and 2020, respectively, and 17,016,000 and 17,279,000 redeemable common units for the nine months ended September 30, 2021, and 2020, respectively.

Three months ended September 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

$ 122,014 173,194 $ 0.70

Effect of Dilutive Securities:

Stock Based Compensation

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 122,014 173,609 $ 0.70

Three months ended September 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

$ 101,624 172,677 $ 0.59

Effect of Dilutive Securities:

Stock Based Compensation

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 101,624 172,702 $ 0.59

Nine months ended September 30, 2021

Included in the number of units (the denominator) below are approximately 17,626,000 and 17,089,000 redeemable common units for the three months ended March 31, 2022 and 2021, respectively.

Three months ended March 31, 2022

(Numerator) Units

9 unchanged sentences

$ 161,829 174,630 $ 0.93

Nine months ended September 30, 2020

Three months ended March 31, 2021

(Numerator) Units

4 unchanged sentences

$ 105,773 173,018 $ 0.61

Allocation of undistributed earnings to participating securities

( 1,278 ) — ( 0.01 )

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 968,654 172,628 $ 5.61

Effect of Dilutive Securities:

4 unchanged sentences

Stock Option and Incentive Plan

On February 2, 2021, Boston Properties, Inc.’s Compensation Committee approved the 2021 MYLTIP awards under the Boston Properties, Inc.

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 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 peer index against which Boston Properties, Inc.’s TSR is compared.

The number of LTIP Units that can be earned under this component ranges from zero to 200% of the target number of LTIP Units, based on Boston Properties, Inc.’s annualized relative TSR performance compared to a custom index.

Under this component, 100% of the target number of LTIP Units will be earned if Boston Properties, Inc.’s TSR equals the custom index TSR;

On February 1, 2022, BXP’s Compensation Committee approved the 2022 MYLTIP awards under the Boston Properties, Inc.

2021 Stock Option and Incentive Plan (the “2021 Plan”) to certain officers and employees of BXP.

The 2022 MYLTIP awards consist of two, equally weighted (50% each) components that utilize BXP’s TSR over a three-year measurement period as the performance metric.

The first component of the 2022 MYLTIP represents one-half (50%) of the target grant-date value of the award.

The number of LTIP Units that can be earned under this component ranges from zero to 200% of the target number of LTIP Units, based on BXP’s three-year, annualized relative TSR performance compared to a custom index of peer companies.

Under this component, 100% of the target number of LTIP Units will be earned if BXP’s TSR equals the custom index TSR;

for relative TSR performance between -1,000 basis points and +1,000 basis points, the number of LTIP Units earned will be determined using linear interpolation.

The second component represents the remaining one-half (50%) of the target grant-date value of the 2022 MYLTIP.

The number of LTIP Units that can be earned under this component ranges from zero to 200% of the target number of LTIP Units, based on Boston Properties, Inc.’s cumulative absolute TSR during the performance period.

Under this component, 100% of the target number of LTIP Units will be earned if Boston Properties, Inc.’s achieves an absolute TSR equal to +1,000 basis points;

if Boston Properties, Inc.’s absolute TSR is greater than -4,000 basis points but less than +6,000 basis points, then the number of LTIP Units earned will be determined using linear interpolation.

The number of LTIP Units that can be earned under this component ranges from zero to 200% of the target number of LTIP Units, based on BXP’s non-annualized, cumulative absolute TSR during the three-year performance period.

Under this component, 100% of the target number of LTIP Units will be earned if BXP achieves an absolute TSR equal to +1,000 basis points;

if BXP’s absolute TSR is greater than -4,000 basis points but less than +6,000 basis points, then the number of LTIP Units earned will be determined using linear interpolation.

Total earned awards under the 2022 MYLTIP, if any, will equal the sum of the number of LTIP Units earned under the first and second components and will range from zero to a maximum of 254,061 LTIP Units with a target of approximately 127,031 LTIP Units and linear interpolation between zero and maximum.

Earned awards (if any) will vest 100% on February 1, 2024, but may not be converted, redeemed, sold or otherwise transferred for one additional year thereafter.

Vesting will be accelerated in the event of a change in control, termination of employment by Boston Properties, Inc.

without cause, or termination of employment by the award recipient for good reason, death, disability or retirement.

If there is a change of control prior to February 1, 2024, earned awards will be calculated based on TSR performance up to the date of the change of control.

The 2021 MYLTIP awards are in the form of LTIP Units issued on the grant date, and they are subject to forfeiture to the extent awards are not earned.

Earned awards (if any) will vest 100% on January 31, 2025, but may not be converted, redeemed, sold or otherwise transferred for one additional year thereafter.

Vesting will be accelerated in the event of a change in control, termination of employment by BXP without cause, or termination of employment by the award recipient for good reason, death, disability or retirement.

If there is a change of control prior to January 31, 2025, earned awards will be calculated based on TSR performance up to the date of the change of control.

The 2022 MYLTIP awards are in the form of LTIP Units issued

on the grant date, and they are subject to forfeiture to the extent awards are not earned.

Prior to the performance measurement date holders of the 2022 MYLTIP Units are only entitled to one-tenth ( 10 %) of the regular quarterly distributions payable on common partnership units.

Following the completion of the three -year performance period, Boston Properties, Inc.

will also make a “catch-up” cash payment on the 2021 MYLTIP Units that are ultimately earned in an amount equal to the regular and special distributions, if any, declared during the performance period on Boston Properties, Inc.’s common stock, less the distributions actually paid to holders of 2021 MYLTIP Units during the performance period on all of the awarded 2021 MYLTIP Units.

Following the completion of the three -year performance period, BXP will also make a “catch-up” cash payment on the 2022 MYLTIP Units that are ultimately earned in an amount equal to the regular and special distributions, if any, declared during the performance period on BXP’s Common Stock, less the distributions actually paid to holders of 2022 MYLTIP Units during the performance period on all of the awarded 2022 MYLTIP Units.

Under ASC 718 “Compensation - Stock Compensation,” the 2022 MYLTIP awards have an aggregate value of approximately $ 17.3 million, which amount will generally be amortized into earnings under the graded vesting method.

As a result, an aggregate of 144,043 2019 MYLTIP Units that had been previously granted were automatically forfeited.

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;

and (v) the term of the 2021 Plan is for ten years from the date of stockholder approval.

During the nine months ended September 30, 2021, Boston Properties, Inc.

issued 56,841 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.

When issued, LTIP

Units are not economically equivalent in value to a share of Common Stock, but over time can increase in value to one-for-one parity with Common Stock if there is sufficient appreciation in the value of the Company’s assets.

During the three months ended March 31, 2022, BXP issued 33,411 shares of restricted common stock and BPLP issued 250,893 LTIP Units and 254,061 2022 MYLTIP Units to employees and non-employee directors under the 2021 Plan.

Employees and non-employee directors paid $ 0.01 per share of restricted common stock and $ 0.25 per LTIP Unit and 2022 MYLTIP Unit.

When issued, LTIP Units are not economically equivalent in value to a share of Common Stock, but over time can increase in value to one-for-one parity with Common Stock if there is sufficient appreciation in the value of the Company’s assets.

The aggregate value of the LTIP Units is included in noncontrolling interests in the Consolidated Balance Sheets of Boston Properties, Inc.

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A substantial majority of the grants of restricted common stock and LTIP Units to employees vest in four equal annual installments.

Restricted common stock is measured at fair value on the date of grant based on the number of shares granted and the closing price of Boston Properties, Inc.’s Common Stock on the date of grant as quoted on the New York Stock Exchange.

Restricted common stock is measured at fair value on the date of grant based on the number of shares granted and the closing price of BXP’s Common Stock on the date of grant as quoted on the New York Stock Exchange.

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

The shares of restricted common stock granted during the nine months ended September 30, 2021 were valued at approximately $ 5.7 million ($ 100.46 per share weighted-average).

The shares of restricted common stock granted during the three months ended March 31, 2022 were valued at approximately $ 3.9 million ($ 113.79 per share weighted-average).

The LTIP Units granted were valued at approximately $ 27.2 million (approximately $ 108.41 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 MYLTIP Units was approximately $ 8.4 million and $ 8.0 million for the three months ended September 30, 2021 and 2020, respectively, and $ 42.2 million and $ 35.3 million for the nine months ended September 30, 2021 and 2020, respectively.

At September 30, 2021, there was (1) an aggregate of approximately $ 28.4 million of unrecognized compensation expense related to unvested restricted stock, LTIP Units and 2018 MYLTIP Units and (2) an aggregate of approximately $ 9.4 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 2.1 years.

Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and MYLTIP Units was approximately $ 20.9 million and $ 19.8 million for the three months ended March 31, 2022 and 2021, respectively.

At March 31, 2022, there was (1) an aggregate of approximately $ 37.0 million of unrecognized compensation expense related to unvested restricted stock, LTIP Units and 2019 MYLTIP Units and (2) an aggregate of approximately $ 16.0 million of unrecognized compensation expense related to unvested 2020 - 2022 MYLTIP Units that is expected to be recognized over a weighted-average period of approximately 2.3 years.

Subsequent Events

On October 15, 2021, Boston Properties Limited Partnership used available cash and funds under its 2021 Credit Facility to complete the redemption of $ 1.0 billion in aggregate principal amount of its 3.85 % senior notes due February 1, 2023.

The redemption price was approximately $ 1.05 billion, which included approximately $ 7.9 million of accrued and unpaid interest to, but not including, the redemption date and an early redemption premium and unamortized financing costs totaling approximately $ 43.9 million.

On October 19, 2021, the Company partially placed in-service Reston Next, a Class A office project with

approximately 1.1 million net rentable square feet located in Reston, Virginia.

On October 25, 2021, the Company completed the sale of its 181,191 and 201 Spring Street properties located in Lexington, Massachusetts for an aggregate gross sales 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 October 29, 2021, a joint venture in which the Company has a 50 % interest fully placed in-service 7750 Wisconsin Avenue, a Class A office project with approximately 734,000 net rentable square feet located in Bethesda, Maryland.

On April 7, 2022, the Company executed an agreement to assign its right to acquire 11251 Roger Bacon Drive in Reston, Virginia to a third party for an assignment fee of approximately $ 6.9 million.

11251 Roger Bacon Drive is an approximately 65,000 square foot office building situated on approximately 2.6 acres (See Note 3).

On April 14, 2022, the Company entered into an agreement to acquire Madison Centre in Seattle, Washington for a gross purchase price of $ 730.0 million.

Pursuant to the agreement, the Company made a $ 50.0 million non-refundable deposit that will be credited towards the purchase price at closing.

Madison Centre is an approximately 760,000 square foot, 37 -story Class A office building.

The acquisition is subject to customary closing conditions, and there can be no assurance that this acquisition will occur on the terms currently contemplated or at all.

On April 18, 2022, a joint venture in which the Company has a 50 % ownership interest extended the construction loan collateralized by its Hub50House property.

At the time of the extension, the outstanding balance of the loan totaled approximately $ 176.5 million and the loan bore interest at a variable rate equal to LIBOR plus 2.00 % per annum and was scheduled to mature on April 19, 2022.

The extended loan matures on June 19, 2022 .

Hub50House is a residential property that consists of approximately 320,000 net rentable square feet and 440 residential units located in Boston, Massachusetts.

On April 27, 2022, the Company entered into a lease agreement with AstraZeneca to lease approximately 570,000 square feet at the Company’s 290 Binney Street future development project.

290 Binney Street is part of the initial phase of a future life sciences development project located in the heart of Kendall Square in Cambridge, Massachusetts.

The full project will consist of two buildings aggregating approximately 1.1 million rentable square feet of life sciences space and an approximately 400,000 square foot residential building.

The lease and commencement of construction are subject to various conditions, some of which are not within the Company’s control.

There can be no assurance that the conditions will be satisfied or that the Company will commence the development on the terms and schedule currently contemplated or at all.

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