What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-11-04 compared with 2022-08-05 · 255 added, 194 removed, 1167 unchanged (28% of the section changed)

3 unchanged sentences

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

June 30, 2022 December 31, 2021

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,736,095 and $ 6,702,830 at June 30, 2022 and December 31, 2021, respectively)

September 30, 2022 December 31, 2021

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,753,779 and $ 6,702,830 at September 30, 2022 and December 31, 2021, respectively)

$ 25,192,376 $ 23,752,630

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at June 30, 2022 and December 31, 2021, respectively)

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at September 30, 2022 and December 31, 2021, respectively)

237,505 237,507

1 unchanged sentence

167,935 169,778

accumulated depreciation (amounts related to VIEs of $( 1,328,099 ) and $( 1,283,060 ) at June 30, 2022 and December 31, 2021, respectively)

accumulated depreciation (amounts related to VIEs of $( 1,352,781 ) and $( 1,283,060 ) at September 30, 2022 and December 31, 2021, respectively)

( 6,170,472 ) ( 5,883,961 )

Total real estate 19,427,344 18,275,954

Cash and cash equivalents (amounts related to VIEs of $ 297,608 and $ 300,937 at June 30, 2022 and December 31, 2021, respectively)

Cash and cash equivalents (amounts related to VIEs of $ 249,124 and $ 300,937 at September 30, 2022 and December 31, 2021, respectively)

375,774 452,692

2 unchanged sentences

Investments in securities 30,040 43,632

Tenant and other receivables, net (amounts related to VIEs of $ 11,008 and $ 6,824 at June 30, 2022 and December 31, 2021, respectively)

Tenant and other receivables, net (amounts related to VIEs of $ 11,842 and $ 6,824 at September 30, 2022 and December 31, 2021, respectively)

69,633 70,186

1 unchanged sentence

Notes receivable, net

Accrued rental income, net (amounts related to VIEs of $ 357,000 and $ 357,395 at June 30, 2022 and December 31, 2021, respectively)

Accrued rental income, net (amounts related to VIEs of $ 359,439 and $ 357,395 at September 30, 2022 and December 31, 2021, respectively)

1,250,176 1,226,745

Deferred charges, net (amounts related to VIEs of $ 178,001 and $ 174,637 at June 30, 2022 and December 31, 2021, respectively)

Deferred charges, net (amounts related to VIEs of $ 176,908 and $ 174,637 at September 30, 2022 and December 31, 2021, respectively)

720,648 618,798

Prepaid expenses and other assets (amounts related to VIEs of $ 8,866 and $ 29,668 at June 30, 2022 and December 31, 2021, respectively)

Prepaid expenses and other assets (amounts related to VIEs of $ 44,525 and $ 29,668 at September 30, 2022 and December 31, 2021, respectively)

107,538 57,811

2 unchanged sentences

LIABILITIES AND EQUITY

Mortgage notes payable, net (amounts related to VIEs of $ 3,269,948 and $ 3,267,914 at June 30, 2022 and December 31, 2021, respectively)

Mortgage notes payable, net (amounts related to VIEs of $ 3,271,157 and $ 3,267,914 at September 30, 2022 and December 31, 2021, respectively)

$ 3,271,157 $ 3,267,914

2 unchanged sentences

Unsecured term loan, net 730,000 —

Lease liabilities - finance leases (amounts related to VIEs of $ 20,532 and $ 20,458 at June 30, 2022 and December 31, 2021, respectively)

Lease liabilities - finance leases (amounts related to VIEs of $ 20,568 and $ 20,458 at September 30, 2022 and December 31, 2021, respectively)

248,092 244,421

Lease liabilities - operating leases 205,008 204,561

Accounts payable and accrued expenses (amounts related to VIEs of $ 41,409 and $ 29,464 at June 30, 2022 and December 31, 2021, respectively)

Accounts payable and accrued expenses (amounts related to VIEs of $ 35,043 and $ 29,464 at September 30, 2022 and December 31, 2021, respectively)

360,572 320,775

2 unchanged sentences

91,885 94,796

Other liabilities (amounts related to VIEs of $ 113,103 and $ 150,131 at June 30, 2022 and December 31, 2021, respectively)

Other liabilities (amounts related to VIEs of $ 104,663 and $ 150,131 at September 30, 2022 and December 31, 2021, respectively)

417,255 391,441

3 unchanged sentences

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

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Commitments and contingencies (See Note 7)

Redeemable deferred stock units— 89,132 and 83,073 units outstanding at redemption value at June 30, 2022 and December 31, 2021, respectively

Redeemable deferred stock units— 93,175 and 83,073 units outstanding at redemption value at September 30, 2022 and December 31, 2021, respectively

Stockholders’ equity attributable to Boston Properties, Inc.:

1 unchanged sentence

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, 156,805,330 and 156,623,749 issued and 156,726,430 and 156,544,849 outstanding at June 30, 2022 and December 31, 2021, respectively

Common stock, $ 0.01 par value, 250,000,000 shares authorized, 156,833,612 and 156,623,749 issued and 156,754,712 and 156,544,849 outstanding at September 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

1 unchanged sentence

Dividends in excess of earnings ( 359,536 ) ( 625,891 )

Treasury common stock at cost, 78,900 shares at June 30, 2022 and December 31, 2021

Treasury common stock at cost, 78,900 shares at September 30, 2022 and December 31, 2021

( 2,722 ) ( 2,722 )

11 unchanged sentences

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

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

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

2022 2021 2022 2021

14 unchanged sentences

Other income (expense)

Income (loss) from unconsolidated joint ventures ( 54 ) ( 1,373 ) 2,135 3,852

Loss from unconsolidated joint ventures ( 3,524 ) ( 5,597 ) ( 1,389 ) ( 1,745 )

Gains on sales of real estate 262,345 348 381,293 8,104

27 unchanged sentences

(unaudited and in thousands)

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

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

2022 2021 2022 2021

18 unchanged sentences

Shares Amount

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

Equity, June 30, 2022 156,726 $ 1,567 $ 6,524,997 $ ( 567,016 ) $ ( 2,722 ) $ ( 27,077 ) $ 660,214 $ 1,552,706 $ 8,142,669

Redemption of operating partnership units to common stock 26 1 958 — — — ( 959 ) — —

1 unchanged sentence

Dividends/distributions declared — — — ( 153,620 ) — — ( 17,930 ) — ( 171,550 )

Shares issued pursuant to stock purchase plan 5 — 436 — — — — — 436

Net activity from stock option and incentive plan ( 2 ) — 1,648 — — — 6,880 — 8,528

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

Distributions to noncontrolling interests in property partnerships — — — — — — — ( 20,150 ) ( 20,150 )

2 unchanged sentences

Reallocation of noncontrolling interest — — 4,260 — — — ( 4,260 ) — —

Equity, June 30, 2022

Equity, September 30, 2022

156,755 $ 1,568 $ 6,532,299 $ ( 359,536 ) $ ( 2,722 ) $ ( 15,991 ) $ 685,952 $ 1,551,501 $ 8,393,071

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

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

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

1 unchanged sentence

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

4 unchanged sentences

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

Equity, June 30, 2021

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

16 unchanged sentences

Reallocation of noncontrolling interest — — — 21,213 — — — ( 21,213 ) — —

Equity, June 30, 2022

Equity, September 30, 2022

156,755 $ 1,568 $ — $ 6,532,299 $ ( 359,536 ) $ ( 2,722 ) $ ( 15,991 ) $ 685,952 $ 1,551,501 $ 8,393,071

12 unchanged sentences

Reallocation of noncontrolling interest — — — 22,706 — — — ( 22,706 ) — —

Equity, June 30, 2021

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

3 unchanged sentences

(unaudited and in thousands)

Six months ended June 30,

Nine months ended September 30,

Cash flows from operating activities:

4 unchanged sentences

Non-cash compensation expense 44,208 43,098

Income from unconsolidated joint ventures ( 2,135 ) ( 3,852 )

Loss from unconsolidated joint ventures 1,389 1,745

Distributions of net cash flow from operations of unconsolidated joint ventures 20,511 18,462

38 unchanged sentences

(unaudited and in thousands)

Six months ended June 30,

Nine months ended September 30,

Borrowings on unsecured line of credit 885,000 300,000

37 unchanged sentences

(unaudited and in thousands, except for unit amounts)

June 30, 2022 December 31, 2021

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,736,095 and $ 6,702,830 at June 30, 2022 and December 31, 2021, respectively)

September 30, 2022 December 31, 2021

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,753,779 and $ 6,702,830 at September 30, 2022 and December 31, 2021, respectively)

$ 24,824,862 $ 23,379,243

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at June 30, 2022 and December 31, 2021, respectively)

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at September 30, 2022 and December 31, 2021, respectively)

237,505 237,507

Right of use assets - operating leases 167,935 169,778

accumulated depreciation (amounts related to VIEs of $( 1,328,099 ) and $( 1,283,060 ) at June 30, 2022 and December 31, 2021, respectively)

accumulated depreciation (amounts related to VIEs of $( 1,352,781 ) and $( 1,283,060 ) at September 30, 2022 and December 31, 2021, respectively)

( 6,055,172 ) ( 5,772,018 )

Total real estate 19,175,130 18,014,510

Cash and cash equivalents (amounts related to VIEs of $ 297,608 and $ 300,937 at June 30, 2022 and December 31, 2021, respectively)

Cash and cash equivalents (amounts related to VIEs of $ 249,124 and $ 300,937 at September 30, 2022 and December 31, 2021, respectively)

375,774 452,692

2 unchanged sentences

Investments in securities 30,040 43,632

Tenant and other receivables, net (amounts related to VIEs of $ 11,008 and $ 6,824 at June 30, 2022 and December 31, 2021, respectively)

Tenant and other receivables, net (amounts related to VIEs of $ 11,842 and $ 6,824 at September 30, 2022 and December 31, 2021, respectively)

69,633 70,186

1 unchanged sentence

Notes receivable, net — 9,641

Accrued rental income, net (amounts related to VIEs of $ 357,000 and $ 357,395 at June 30, 2022 and December 31, 2021, respectively)

Accrued rental income, net (amounts related to VIEs of $ 359,439 and $ 357,395 at September 30, 2022 and December 31, 2021, respectively)

1,250,176 1,226,745

Deferred charges, net (amounts related to VIEs of $ 178,001 and $ 174,637 at June 30, 2022 and December 31, 2021, respectively)

Deferred charges, net (amounts related to VIEs of $ 176,908 and $ 174,637 at September 30, 2022 and December 31, 2021, respectively)

720,648 618,798

Prepaid expenses and other assets (amounts related to VIEs of $ 8,866 and $ 29,668 at June 30, 2022 and December 31, 2021, respectively)

Prepaid expenses and other assets (amounts related to VIEs of $ 44,525 and $ 29,668 at September 30, 2022 and December 31, 2021, respectively)

107,538 57,811

2 unchanged sentences

LIABILITIES AND CAPITAL

Mortgage notes payable, net (amounts related to VIEs of $ 3,269,948 and $ 3,267,914 at June 30, 2022 and December 31, 2021, respectively)

Mortgage notes payable, net (amounts related to VIEs of $ 3,271,157 and $ 3,267,914 at September 30, 2022 and December 31, 2021, respectively)

$ 3,271,157 $ 3,267,914

2 unchanged sentences

Unsecured term loan, net 730,000 —

Lease liabilities - finance leases (amounts related to VIEs of $ 20,532 and $ 20,458 at June 30, 2022 and December 31, 2021, respectively)

Lease liabilities - finance leases (amounts related to VIEs of $ 20,568 and $ 20,458 at September 30, 2022 and December 31, 2021, respectively)

248,092 244,421

1 unchanged sentence

205,008 204,561

Accounts payable and accrued expenses (amounts related to VIEs of $ 41,409 and $ 29,464 at June 30, 2022 and December 31, 2021, respectively)

Accounts payable and accrued expenses (amounts related to VIEs of $ 35,043 and $ 29,464 at September 30, 2022 and December 31, 2021, respectively)

360,572 320,775

2 unchanged sentences

91,885 94,796

Other liabilities (amounts related to VIEs of $ 113,103 and $ 150,131 at June 30, 2022 and December 31, 2021, respectively)

Other liabilities (amounts related to VIEs of $ 104,663 and $ 150,131 at September 30, 2022 and December 31, 2021, respectively)

417,255 391,441

1 unchanged sentence

Commitments and contingencies (See Note 7)

Redeemable deferred stock units— 89,132 and 83,073 units outstanding at redemption value at June 30, 2022 and December 31, 2021, respectively

Redeemable deferred stock units— 93,175 and 83,073 units outstanding at redemption value at September 30, 2022 and December 31, 2021, respectively

BOSTON PROPERTIES LIMITED PARTNERSHIP

1 unchanged sentence

(unaudited and in thousands, except for unit amounts)

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Noncontrolling interests:

Redeemable partnership units— 16,539,178 and 16,561,186 common units and 1,685,357 and 1,485,376 long term incentive units outstanding at redemption value at June 30, 2022 and December 31, 2021, respectively

Redeemable partnership units— 16,535,172 and 16,561,186 common units and 1,680,123 and 1,485,376 long term incentive units outstanding at redemption value at September 30, 2022 and December 31, 2021, respectively

1,407,762 2,078,603

Boston Properties Limited Partnership partners’ capital— 1,749,510 and 1,745,914 general partner units and 154,976,920 and 154,798,935 limited partner units outstanding at June 30, 2022 and December 31, 2021, respectively

Boston Properties Limited Partnership partners’ capital— 1,749,700 and 1,745,914 general partner units and 155,005,012 and 154,798,935 limited partner units outstanding at September 30, 2022 and December 31, 2021, respectively

5,197,585 4,173,290

8 unchanged sentences

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

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

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

2022 2021 2022 2021

14 unchanged sentences

Other income (expense)

Income (loss) from unconsolidated joint ventures ( 54 ) ( 1,373 ) 2,135 3,852

Loss from unconsolidated joint ventures ( 3,524 ) ( 5,597 ) ( 1,389 ) ( 1,745 )

Gains on sales of real estate 262,357 348 385,349 8,104

23 unchanged sentences

(unaudited and in thousands)

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

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

2022 2021 2022 2021

18 unchanged sentences

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

Equity, March 31, 2022 1,749 154,962 $ 3,914,832 $ ( 28,485 ) $ 1,548,455 $ 5,434,802 $ 2,347,834

Equity, June 30, 2022 1,750 154,977 $ 4,716,430 $ ( 27,077 ) $ 1,552,706 $ 6,242,059 $ 1,646,678

Net activity from contributions and unearned compensation — 2 2,082 — — 2,082 6,882

6 unchanged sentences

Distributions to noncontrolling interests in property partnerships — — — — ( 20,150 ) ( 20,150 ) —

Equity, June 30, 2022

Equity, September 30, 2022

1,750 155,005 $ 5,197,585 $ ( 15,991 ) $ 1,551,501 $ 6,733,095 $ 1,407,762

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

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

Net activity from contributions and unearned compensation — 21 1,705 — — 1,705 7,679

7 unchanged sentences

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

Equity, June 30, 2021

Equity, September 30, 2021

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

23 unchanged sentences

— — — — — ( 61,229 ) ( 61,229 ) —

Equity, June 30, 2022

Equity, September 30, 2022

1,750 155,005 $ 5,197,585 $ — $ ( 15,991 ) $ 1,551,501 $ 6,733,095 $ 1,407,762

11 unchanged sentences

Distributions to noncontrolling interests in property partnerships — — — — — ( 65,604 ) ( 65,604 ) —

Equity, June 30, 2021

Equity, September 30, 2021

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

3 unchanged sentences

(unaudited and in thousands)

Six months ended June 30,

Nine months ended September 30,

Cash flows from operating activities:

4 unchanged sentences

Non-cash compensation expense 44,208 43,098

Income from unconsolidated joint ventures ( 2,135 ) ( 3,852 )

Loss from unconsolidated joint ventures 1,389 1,745

Distributions of net cash flow from operations of unconsolidated joint ventures 20,511 18,462

31 unchanged sentences

Net cash used in investing activities ( 1,313,220 ) ( 998,368 )

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Six months ended June 30,

Cash flows from financing activities:

2 unchanged sentences

Redemption of unsecured senior notes — ( 843,710 )

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Nine months ended September 30,

Borrowings on unsecured line of credit 885,000 300,000

27 unchanged sentences

Change in real estate included in accounts payable and accrued expenses $ 29,290 $ ( 22,104 )

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

Construction in progress, net deconsolidated $ ( 11,316 ) $ —

Investment in unconsolidated joint ventures recorded upon deconsolidation $ 11,316 $ —

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

Distributions declared but not paid $ 170,952 $ 169,739

6 unchanged sentences

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

BXP is the sole general partner of BPLP, its operating partnership, and at June 30, 2022 owned an approximate 89.6 % ( 89.7 % at December 31, 2021) general and limited partnership interest in BPLP.

BXP is the sole general partner of BPLP, its operating partnership, and at September 30, 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.

12 unchanged sentences

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 8 and 12).

At June 30, 2022, the Company owned or had joint venture interests in a portfolio of 193 commercial real estate properties (the “Properties”) aggregating approximately 53.7 million net rentable square feet of primarily Class A office properties, including 12 properties under construction/redevelopment totaling approximately 4.2 million net rentable square feet.

At June 30, 2022, the Properties consisted of:

At September 30, 2022, the Company owned or had joint venture interests in a portfolio of 193 commercial real estate properties (the “Properties”) aggregating approximately 53.5 million net rentable square feet of primarily premier workplaces, including 14 properties under construction/redevelopment totaling approximately 4.4 million net rentable square feet.

At September 30, 2022, the Properties consisted of:

• 173 office properties (including 12 properties under construction/redevelopment);

• 12 retail properties;

• 12 retail properties (including one property under redevelopment);

• seven residential properties (including one property under construction ) ;

The Company considers Class A office properties to be well-located buildings that are modern structures or have been modernized to compete with newer buildings and professionally managed and maintained.

The Company considers premier workplaces to be well-located buildings that are modern structures or have been modernized to compete with newer buildings and professionally managed and maintained.

As such, these properties attract high-quality clients and command upper-tier rental rates.

20 unchanged sentences

(1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance and (2) the obligation to absorb losses or the right to receive the returns from the VIE that could potentially be significant to the VIE.

The Company has determined that it is the primary beneficiary for six of the eight entities that are VIEs.

The Company has determined that it is the primary beneficiary for six of the seven entities that are VIEs.

Consolidated Variable Interest Entities

As of June 30, 2022, BXP has identified six consolidated VIEs, including BPLP.

As of September 30, 2022, BXP has identified six consolidated VIEs, including BPLP.

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

4 unchanged sentences

Variable Interest Entities Not Consolidated

The Company has determined that the Platform 16 Holdings LP and PR II/BXP Reston Gateway LLC joint ventures are VIEs.

The Company does not consolidate these entities as the Company does not have the power to direct the activities that, when taken together, most significantly impact the respective VIE’s performance and, therefore, the Company is not considered to be the primary beneficiary.

The Company has determined that the Platform 16 Holdings LP joint venture is a VIE.

The Company does not consolidate this entity as the Company does not have the power to direct the activities that, when taken together, most significantly impact the VIE’s performance and, therefore, the Company is not considered to be the primary beneficiary.

Fair Value of Financial Instruments

12 unchanged sentences

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

The following table presents the aggregate carrying value of the Company’s related party note receivable, net, notes receivable, net, mortgage notes payable, net, unsecured senior notes, net, unsecured line of credit and unsecured term loan, net and the Company’s corresponding estimate of fair value as of June 30, 2022 and December 31, 2021 (in thousands):

June 30, 2022 December 31, 2021

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, 2022 and December 31, 2021 (in thousands):

September 30, 2022 December 31, 2021

Amount Estimated

9 unchanged sentences

Total $ 13,832,871 $ 12,118,842 $ 12,896,609 $ 13,507,477

Real estate consisted of the following at June 30, 2022 and December 31, 2021 (in thousands):

June 30, 2022 December 31, 2021

Real estate consisted of the following at September 30, 2022 and December 31, 2021 (in thousands):

September 30, 2022 December 31, 2021

Land $ 5,208,688 $ 5,061,169

11 unchanged sentences

(1) Includes pre-development costs.

Real estate consisted of the following at June 30, 2022 and December 31, 2021 (in thousands):

June 30, 2022 December 31, 2021

Real estate consisted of the following at September 30, 2022 and December 31, 2021 (in thousands):

September 30, 2022 December 31, 2021

Land $ 5,113,979 $ 4,964,986

13 unchanged sentences

The acquisition was completed using the proceeds from BPLP’s $ 730.0 million unsecured term loan (See Note 6).

Madison Centre is an approximately 755,000 net rentable square foot, 37 -story, LEED-Platinum certified, Class A office property.

Madison Centre is an approximately 755,000 net rentable square foot, 37 -story, LEED-Platinum certified, premier workplace.

The following table summarizes the allocation of the purchase price, including transaction costs, of Madison Centre at the date of acquisition (in thousands):

14 unchanged sentences

2027 9,161 254 2,805

Madison Centre contributed approximately $ 6.5 million of revenue and approximately $ 0.6 million of net income to the Company for the period from May 17, 2022 through June 30, 2022.

Madison Centre contributed approximately $ 18.8 million of revenue and approximately $ 1.3 million of net income to the Company for the period from May 17, 2022 through September 30, 2022.

On September 16, 2022, the Company acquired 125 Broadway in Cambridge, Massachusetts for a net purchase price, including transaction costs, of approximately $ 592.4 million.

The acquisition was completed with available cash and borrowings under BPLP’s unsecured credit facility.

125 Broadway is a 271,000 net rentable square foot, six-story, laboratory/life sciences property.

The following table summarizes the allocation of the purchase price, including transaction costs, of 125 Broadway at the date of acquisition (in thousands):

Land $ 126,364

Building and improvements 403,588

Tenant improvements 30,074

In-place lease intangibles 49,137

Below-market lease intangibles ( 16,725 )

Net assets acquired $ 592,438

The following table summarizes the estimated annual amortization of the acquired in-place lease intangibles and the acquired below-market lease intangible for 125 Broadway from September 16, 2022 through the remainder of 2022 and each of the five succeeding fiscal years (in thousands):

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

Period from September 16, 2022 through December 31, 2022 $ 2,185 $ 744

2023 8,740 2,975

2024 8,740 2,975

2025 8,740 2,975

2026 8,740 2,975

2027 8,740 2,975

125 Broadway contributed approximately $ 1.6 million of revenue and approximately $ 0.4 million of net income to the Company for the period from September 16, 2022 through September 30, 2022.

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 six months ended June 30, 2022 and contributed approximately $ 0.1 million and $ 0.3 million of net loss to the Company for the three and six months ended June 30, 2021, respectively.

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

195 West Street contributed approximately $ 0.4 million of net income to the Company from January 1, 2022 through March 30, 2022 and contributed approximately $ 0.4 million and $ 0.2 million of net income to the Company for the three and nine months ended September 30, 2021, respectively.

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.

5 unchanged sentences

Net cash proceeds totaled approximately $ 121.9 million, resulting in a gain on sale of real estate totaling approximately $ 96.2 million for BXP and approximately $ 99.5 million for BPLP.

Virginia 95 Office Park consists of eleven Class A office/flex properties aggregating approximately 733,000 net rentable square feet.

Virginia 95 Office Park contributed approximately $ 1.0 million and $ 2.3 million of net income to the Company for the period from April 1, 2022 through June 15, 2022 and the period from January 1, 2022 through June 15, 2022, respectively, and contributed approximately $ 1.9 million and $ 4.1 million of net income to the Company for the three and six months ended June 30, 2021, respectively.

Virginia 95 Office Park consists of eleven office/flex properties aggregating approximately 733,000 net rentable square feet.

Virginia 95 Office Park contributed approximately $ 2.3 million of net income to the Company from January 1, 2022 through June 14, 2022 and contributed approximately $ 1.8 million and $ 5.9 million of net income to the Company for the three and nine months ended September 30, 2021, respectively.

On August 30, 2022, the Company completed the sale of 601 Massachusetts Avenue located in Washington, DC for a gross sale price of $ 531.0 million.

Net cash proceeds totaled approximately $ 512.3 million, resulting in a gain on sale of real estate of approximately $ 237.4 million for BXP and approximately $ 237.5 million for BPLP.

601 Massachusetts Avenue is an approximately 479,000 net rentable square foot premier workplace.

601 Massachusetts Avenue contributed approximately $ 3.6 million and $ 14.9 million of net income to the Company for the period from July 1, 2022 through August 29, 2022 and the period from January 1, 2022 through August 29, 2022, respectively, and contributed approximately $ 5.6 million and $ 16.7 million of net income to the Company for the three and nine months ended September 30, 2021, respectively.

On September 15, 2022, the Company completed the sale of two parcels of land located in Loudoun County, Virginia for an aggregate gross sale price of $ 27.0 million.

Net cash proceeds totaled approximately $ 25.6 million, resulting in a gain on sale of real estate totaling approximately $ 24.4 million for BXP and BPLP.

On April 27, 2022, the Company entered into a 15-year lease agreement with AstraZeneca for approximately 570,000 net rentable square feet at the Company’s 290 Binney Street future development project.

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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.

On April 29, 2022, the Company partially placed in-service 2100 Pennsylvania Avenue, a Class A office project with approximately 480,000 net rentable square feet located in Washington, DC.

On May 13, 2022, the Company commenced the development of Reston Next Office Phase II, a Class A office project located in Reston, Virginia.

On April 29, 2022, the Company partially placed in-service 2100 Pennsylvania Avenue, a premier workplace project with approximately 480,000 net rentable square feet located in Washington, DC.

On May 13, 2022, the Company commenced the development of Reston Next Office Phase II, a premier workplace project located in Reston, Virginia.

When completed, the building will consist of approximately 90,000 net rentable square feet.

On June 29, 2022, the Company completed and fully placed in-service 325 Main Street, a Class A office project with approximately 414,000 net rentable square feet located in Cambridge, Massachusetts.

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

There were no new write-offs related to accrued rent, net balances and accounts receivable, net balances for the three and six months ended June 30, 2022.

However, during the three and six months ended June 30, 2022, the Company determined it was probable of collecting substantially all of certain clients’ accrued rent and account receivable balances and, therefore, ceased recognizing revenue from such clients on a cash basis.

As a result of returning these clients to accrual basis accounting, the Company reinstated approximately $ 0.5 million and $ 1.5 million of accrued rent balances during the three and six months ended June 30, 2022, respectively.

three and six months ended June 30, 2021, the Company wrote off approximately $ 0.9 million and $ 1.3 million, respectively, related to accrued rent, net balances and accounts receivable, net balances.

On June 29, 2022, the Company completed and fully placed in-service 325 Main Street, a premier workplace project with approximately 414,000 net rentable square feet located in Cambridge, Massachusetts.

On July 1, 2022, the Company commenced the redevelopment of 140 Kendrick Street, a premier workplace that consists of three buildings aggregating approximately 388,000 net rentable square feet located in Needham, Massachusetts.

The redevelopment is a repositioning of one building consisting of approximately 90,000 net rentable square feet into a net zero, carbon neutral premier workplace building, as defined by the LEED Zero Carbon Certification.

When completed, the building will consist of approximately 104,000 net rentable square feet.

On July 15, 2022, the Company partially placed in-service 880 Winter Street, an approximately 244,000 net rentable square foot laboratory/life sciences project located in Waltham, Massachusetts.

On September 8, 2022, the Company terminated its existing lease agreement with its client at 300 Binney Street to facilitate the conversion and expansion of the property.

300 Binney Street is a premier workplace with approximately 195,000 net rentable square feet at Kendall Center in Cambridge, Massachusetts that will be redeveloped into approximately 240,000 net rentable square feet of laboratory/life sciences space.

The commencement of construction is subject to various conditions.

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

On September 12, 2022, the Company commenced the redevelopment of 760 Boylston Street, a retail project at the Prudential Center located in Boston, Massachusetts.

The redevelopment is a modernization of the space consisting of approximately 118,000 net rentable square feet.

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

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

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 clients, 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.

During the nine months ended September 30, 2022, the Company determined it was probable of collecting substantially all of certain clients’ accrued rent and account receivable balances and, therefore, ceased recognizing revenue from such clients on a cash basis.

As a result of returning these clients to accrual basis accounting, the Company reinstated approximately $ 1.5 million of accrued rent balances during the nine months ended September 30, 2022.

There was no reinstatement of accrued rent balances during the three months ended September 30, 2022.

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 and six months ended June 30, 2022 and 2021 included within the Company's Consolidated Statements of Operations (in thousands):

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

The following table summarizes the components of lease revenue recognized during the three and nine months ended September 30, 2022 and 2021 included within the Company's Consolidated Statements of Operations (in thousands):

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

Lease Revenue 2022 2021 2022 2021

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Investments in Unconsolidated Joint Ventures

The investments in unconsolidated joint ventures consist of the following at June 30, 2022 and December 31, 2021:

The investments in unconsolidated joint ventures consist of the following at September 30, 2022 and December 31, 2021:

Carrying Value of Investment (1)

Entity Properties Nominal % Ownership June 30, 2022 December 31, 2021

Entity Properties Nominal % Ownership September 30, 2022 December 31, 2021

(in thousands)

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BNYTA Amenity Operator LLC Dock 72 50.00 % 825 1,069

CA-Colorado Center Limited Partnership

Colorado Center 50.00 % 233,026 231,479

CA-Colorado Center, LLC Colorado Center 50.00 % 234,271 231,479

7750 Wisconsin Avenue LLC 7750 Wisconsin Avenue 50.00 % 52,656 61,626

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_______________

(1) Investments with deficit balances aggregating approximately $ 64.9 million and $ 37.1 million at June 30, 2022 and December 31, 2021, respectively, are included within Other Liabilities in the Company’s Consolidated Balance Sheets.

(1) Investments with deficit balances aggregating approximately $ 67.0 million and $ 37.1 million at September 30, 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 June 30, 2022 and December 31, 2021, the Company’s economic ownership was approximately 50 %.

At September 30, 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.

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

(6) On June 16, 2022, 751 Gateway was segregated from Gateway Commons into a single-purpose joint venture.

(6) On June 16, 2022, in accordance with the Gateway Commons joint venture agreement, 751 Gateway was segregated into a new single-purpose joint venture.

(7) 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 through which each partner owns its interest in the joint venture.

(8) 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 through which each partner owns its interest in the joint venture.

The Company’s partners will fund required capital until their aggregate investment is approximately 58 % of all capital contributions;

The Company’s partners will fund required capital until their aggregate investment is

approximately 58 % of all capital contributions;

thereafter, the partners will fund required capital according to their percentage interests.

(9) The Company’s partner will fund required capital until their aggregate investment is approximately 80 % of all capital contributions;

(9) The Company’s partner will fund required capital until its aggregate investment is approximately 80 % of all capital contributions;

thereafter, the partners will fund required capital according to their percentage interests.

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

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

(in thousands)

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_______________

(1) At June 30, 2022 and December 31, 2021, this amount included right of use assets - finance leases totaling approximately $ 248.9 million.

At June 30, 2022 and December 31, 2021, this amount included right of use assets - operating leases totaling approximately $ 21.7 million and $ 22.3 million, respectively.

(2) At June 30, 2022 and December 31, 2021, this amount included lease liabilities - finance leases totaling approximately $ 383.9 million and $ 385.5 million, respectively.

At June 30, 2022 and December 31, 2021, this amount included lease liabilities - operating leases totaling approximately $ 30.4 million.

(1) At September 30, 2022 and December 31, 2021, this amount included right of use assets - finance leases totaling approximately $ 248.9 million.

At September 30, 2022 and December 31, 2021, this amount included right of use assets - operating leases totaling approximately $ 21.4 million and $ 22.3 million, respectively.

(2) At September 30, 2022 and December 31, 2021, this amount included lease liabilities - finance leases totaling approximately $ 383.0 million and $ 385.5 million, respectively.

At September 30, 2022 and December 31, 2021, this amount included lease liabilities - operating leases totaling approximately $ 30.5 million and $ 30.4 million, respectively.

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

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

June 30, 2022 December 31, 2021

September 30, 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 $ 64.9 million and $ 37.1 million at June 30, 2022 and December 31, 2021, respectively, are reflected within Other Liabilities in the Company’s Consolidated Balance Sheets.

(4) Investments with deficit balances aggregating approximately $ 67.0 million and $ 37.1 million at September 30, 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 June 30, Six months ended June 30,

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

2022 2021 2022 2021

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Interest expense ( 40,678 ) ( 27,519 ) ( 103,270 ) ( 78,711 )

Net income (loss) $ ( 805 ) $ ( 4,824 ) $ 1,681 $ ( 14,358 )

Net loss $ ( 9,635 ) $ ( 13,924 ) $ ( 7,954 ) $ ( 28,282 )

Company’s share of net income (loss) $ ( 2,251 ) $ ( 4,491 ) $ 2,225 $ ( 10,268 )

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Basis differential (3) ( 1,273 ) ( 1,106 ) ( 3,614 ) ( 1,734 )

Income (loss) from unconsolidated joint ventures $ ( 54 ) $ ( 1,373 ) $ 2,135 $ 3,852

Loss from unconsolidated joint ventures $ ( 3,524 ) $ ( 5,597 ) $ ( 1,389 ) $ ( 1,745 )

_______________

(1) Includes straight-line rent adjustments of approximately $ 17.8 million and $ 5.0 million for the three months ended June 30, 2022 and 2021, respectively, and approximately $ 45.3 million and $ 6.1 million for the six months ended June 30, 2022 and 2021, respectively.

For the six months ended June 30, 2022, reinstatement of accrued rent balances totaled approximately $ 2.5 million .

(2) During the six months ended June 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 $ 9.6 million and $ 5.5 million for the three months ended September 30, 2022 and 2021, respectively, and approximately $ 54.9 million and $ 11.6 million for the nine months ended September 30, 2022 and 2021, respectively.

For the nine months ended September 30, 2022, reinstatement of accrued rent balances totaled approximately $ 2.5 million .

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

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

(3) Includes straight-line rent adjustments of approximately $ 0.1 million for each of the three months ended June 30, 2022 and 2021, and approximately $ 0.2 million and $ 0.6 million for the six months ended June 30, 2022 and 2021, respectively.

Also includes net above-/below-market rent adjustments of approximately $ 0.1 million for each of the three months ended June 30, 2022 and 2021, and approximately $ 0.2 million for each of the six months ended June 30, 2022 and 2021.

(3) Includes straight-line rent adjustments of approximately $ 0.1 million for each of the three months ended September 30, 2022 and 2021, and approximately $ 0.3 million and $ 0.7 million for the nine months ended September 30, 2022 and 2021, respectively.

Also includes net above-/below-market rent adjustments of approximately $ 0.1 million for each of the three months ended September 30, 2022 and 2021, and approximately $ 0.3 million and $ 0.2 million for the nine months ended September 30, 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 projects includes 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.

651 Gateway is a premier workplace that is being 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 premier workplace 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 projects includes the construction of an approximately 390,000 net rentable square foot premier workplace 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 debt secured 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.

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.

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.

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.

On September 1, 2022, the joint venture entered into an interest rate cap agreement that capped SOFR at 4.50 % per annum on a notional amount of $ 420.0 million through April 15, 2024.

Metropolitan Square is a premier workplace with approximately 657,000 net rentable square feet located in Washington, DC.

On April 18, 2022, a joint venture in which the Company has a 50 % ownership interest extended the maturity date of the construction loan collateralized by its Hub50House property to June 19, 2022.

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The construction loan has a principal amount of up to $ 140.0 million, bears interest at a variable rate equal to SOFR plus 2.00 % per annum and matures on May 13, 2026, with two , one -year extension options, subject to certain conditions.

As of June 30, 2022, no amounts had been drawn under the loan.

On June 16, 2022, the Company entered into a joint venture with a third party to own, operate and develop 751 Gateway, a laboratory building located in South San Francisco, California, that is expected to be approximately 231,000 net rentable square feet upon completion.

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The partner contributed assets with an agreed upon value aggregating approximately $ 53.9 million and cash totaling approximately $ 4.9 million for its 51 % ownership interest in the joint venture.

On August 8, 2022, a joint venture in which the Company has a 50 % interest modified the construction loan collateralized by its Dock 72 property located in Brooklyn, New York.

At the time of the modification, the loan had an outstanding balance totaling approximately $ 198.4 million, a total commitment amount of $ 250.0 million, bore interest at a variable rate equal to LIBOR plus 3.35 % per annum, and was scheduled to mature on December 18, 2023.

The modified construction loan bears interest at a variable rate equal to (1) the greater of (x) SOFR or (y) 0.25% plus (2) 3.10 % per annum, has a total commitment amount of approximately $ 198.4 million, and continues to mature on December 18, 2023.

Dock 72 is a premier workplace with approximately 669,000 net rentable square feet.

On September 9, 2022, a joint venture in which the Company has an approximate 33.67 % interest modified the mortgage loan collateralized by its Safeco Plaza property located in Seattle, Washington.

At the time of the modification, the loan’s outstanding balance totaled $ 250.0 million, bore interest at a variable rate equal to the greater of (x) 2.35 % or (y) LIBOR plus 2.20 % per annum, and was scheduled to mature on September 1, 2026.

The modified mortgage loan bears interest at a variable rate equal to the greater of (x) 2.35 % or (y) SOFR plus 2.32 % per annum and continues to mature on September 1, 2026.

In conjunction with the loan modification, the joint venture entered into an interest rate cap agreement that capped SOFR at 2.50 % per annum on a notional amount of $ 250.0 million through September 1, 2023.

Safeco Plaza is a premier workplace with approximately 765,000 net rentable square feet.

Unsecured Term Loan

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At BPLP’s option, the Unsecured Term Loan will bear interest at a rate per annum equal to (A) (1) a base rate per annum equal to the greater of (a) the federal funds rate plus 0.5%, (b) the administrative agent’s prime rate, (c) term SOFR plus 1.00% and (d) 1.00%, or (2) a term SOFR rate per annum equal to the forward-looking SOFR term rate administered by CME Group Benchmark Administration (“CME”) two business days prior to the commencement of such interest period;

or if the rate is unavailable, then the forward-looking SOFR term rate administered by CME on the first business day immediately prior thereto, in each case, plus 0.10%, and (B) a margin ranging from 0 to 160 basis points based on BPLP’s credit rating.

or if the rate is unavailable, then the forward-looking SOFR term rate administered by CME on the first business day immediately prior thereto, in each case, plus 0.10%, and (B) a margin ranging from zero to 160 basis points based on BPLP’s credit rating.

On May 17, 2022, BPLP exercised its option to draw $ 730.0 million under the Unsecured Term Loan (See Note 3).

As of June 30, 2022, the Unsecured Term Loan bears interest at a variable rate equal to term SOFR plus 0.95 % per annum based on BPLP’s credit rating at June 30, 2022.

At June 30, 2022, BPLP had $ 730.0 million outstanding under the Unsecured Term Loan.

As of September 30, 2022, the Unsecured Term Loan bears interest at a variable rate equal to term SOFR plus 0.95 % per annum based on BPLP’s credit rating at September 30, 2022.

At September 30, 2022, BPLP had $ 730.0 million outstanding under the Unsecured Term Loan.

The Unsecured Term Loan 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 any outstanding amount under the Unsecured Term Loan.

Among other covenants, the Unsecured Term Loan requires that BPLP 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 June 30, 2022, BPLP was in compliance with each of these financial and other covenant requirements.

(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 S eptember 30, 2022, BPLP was in compliance with each of these financial and other covenant requirements.

Commitments and Contingencies

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In addition, in the normal course of business, the Company guarantees to certain clients 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 $ 26.4 million at June 30, 2022.

The Company had letter of credit and performance obligations related to lender and development requirements that total approximately $ 26.5 million at September 30, 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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In connection with the refinancing of 767 Fifth Avenue’s (the General Motors Building) secured loan by the Company’s consolidated joint venture entity, 767 Venture, LLC, the Company guaranteed the consolidated entity’s obligation to fund various reserves for tenant improvement costs and allowances, leasing commissions and free rent obligations in lieu of cash deposits.

As of June 30, 2022, the maximum funding obligation under the guarantee was approximately $ 16.2 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 June 30, 2022, no amounts related to the guarantee were recorded as liabilities in the Company’s consolidated financial statements.

As of September 30, 2022, the maximum funding obligation under the guarantee was approximately $ 14.9 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, 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) under which 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.

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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.

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

325 Main Street consisted of an approximately 115,000 net rentable square foot Class A office property that was demolished and

redeveloped into an approximately 414,000 net rentable square foot Class A office property.

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

325 Main Street consisted of an approximately 115,000 net rentable square foot premier workplace that was demolished and redeveloped into an approximately 414,000 net rentable square foot premier workplace.

While the amendment to the urban renewal plan is subject to completion of administrative processes, the City of Cambridge issued a temporary certificate of occupancy in the second quarter of 2022 (See Note 3).

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The amount of the Company’s earthquake insurance coverage may not be sufficient to cover losses from earthquakes.

In addition, the amount of earthquake coverage could impact the Company’s ability to finance properties subject to earthquake risk.

the amount of earthquake coverage could impact the Company’s ability to finance properties subject to earthquake risk.

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

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

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.

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.

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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 June 30, 2022, the noncontrolling interests in BPLP consisted of 16,539,178 OP Units, 1,685,357 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, 351,218 2021 MYLTIP Units and 253,627 2022 MYLTIP Units held by parties other than BXP.

As of September 30, 2022, the noncontrolling interests in BPLP consisted of 16,535,172 OP Units, 1,680,123 LTIP Units (including 464,036 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, 351,218 2021 MYLTIP Units and 253,627 2022 MYLTIP Units held by parties other than BXP.

Noncontrolling Interest—Common Units

During the six months ended June 30, 2022, 152,451 OP Units were presented by the holders for redemption (including an aggregate of 47,771 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 June 30, 2022, BPLP had outstanding 203,278 2020 MYLTIP Units, 351,218 2021 MYLTIP Units and 253,627 2022 MYLTIP Units.

During the nine months ended September 30, 2022, 178,929 OP Units were presented by the holders for redemption (including an aggregate of 74,249 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 September 30, 2022, BPLP had outstanding 203,278 2020 MYLTIP Units, 351,218 2021 MYLTIP Units and 253,627 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.

2 unchanged sentences

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

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 six months ended June 30, 2022:

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

September 30, 2022 October 31, 2022 $ 0.98 $ 0.098

June 30, 2022 July 29, 2022 $ 0.98 $ 0.098

1 unchanged sentence

December 31, 2021 January 28, 2022 $ 0.98 $ 0.098

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 six months ended June 30, 2021:

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

4 unchanged sentences

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 June 30, 2022 was approximately $ 1.6 billion based on the last reported price of a share of Common Stock on the New York Stock Exchange of $ 88.98 per share on June 30, 2022.

The value of the OP Units (other than OP Units owned by BXP), and LTIP Units (including the 2012 OPP Units and 2013 - 2019 MYLTIP Units), assuming in each case that all conditions had been met for the conversion thereof, had all of such units been redeemed at September 30, 2022 was approximately $ 1.4 billion based on the last reported price of a share of Common Stock on the New York Stock Exchange of $ 74.97 per share on September 30, 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 $ 1.6 billion a t each of June 30, 2022 and December 31, 2021 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 $ 1.6 billion a t each of September 30, 2022 and December 31, 2021, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

Stockholders’ Equity / Partners’ Capital

As of June 30, 2022, BXP had 156,726,430 shares of Common Stock outstanding.

As of June 30, 2022, BXP owned 1,749,510 general partnership units and 154,976,920 limited partnership units in BPLP.

As of September 30, 2022, BXP had 156,754,712 shares of Common Stock outstanding.

As of September 30, 2022, BXP owned 1,749,700 general partnership units and 155,005,012 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.

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 six months ended June 30, 2022, BXP did not issue any shares of Common Stock upon the exercise of options to purchase Common Stock.

During the six months ended June 30, 2022, BXP issued 152,451 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 six months ended June 30, 2021:

During the nine months ended September 30, 2022, BXP did not issue any shares of Common Stock upon the exercise of options to purchase Common Stock.

During the nine months ended September 30, 2022, BXP issued 178,929 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 nine months ended September 30, 2021:

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

September 30, 2022 October 31, 2022 $ 0.98 $ 0.98

June 30, 2022 July 29, 2022 $ 0.98 $ 0.98

1 unchanged sentence

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

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

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

9 unchanged sentences

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 BPLP.

The following table presents BXP’s dividend per share on its Series B Preferred Stock paid during the six months ended June 30, 2021:

The following table presents BXP’s dividend per share on its Series B Preferred Stock paid during the nine months ended September 30, 2021:

Record Date Payment Date Dividend (Per Share)

2 unchanged sentences

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 six months ended June 30, 2022 and 2021.

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

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

2022 2021 2022 2021

11 unchanged sentences

Net operating income from unconsolidated joint ventures 35,316 24,266 108,347 74,478

Loss from unconsolidated joint ventures 3,524 5,597 1,389 1,745

Depreciation and amortization expense 190,675 179,412 551,445 539,815

9 unchanged sentences

Gains on sales of real estate 262,345 348 381,293 8,104

Income (loss) from unconsolidated joint ventures ( 54 ) ( 1,373 ) 2,135 3,852

Direct reimbursements of payroll and related costs from management services contracts

2 unchanged sentences

Company’s share of Net Operating Income $ 475,918 $ 435,195 $ 1,407,390 $ 1,291,860

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

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

2022 2021 2022 2021

8 unchanged sentences

Net operating income from unconsolidated joint ventures 35,316 24,266 108,347 74,478

Loss from unconsolidated joint ventures 3,524 5,597 1,389 1,745

Depreciation and amortization expense 188,969 177,677 546,271 533,255

9 unchanged sentences

Gains on sales of real estate 262,357 348 385,349 8,104

Income (loss) from unconsolidated joint ventures ( 54 ) ( 1,373 ) 2,135 3,852

Direct reimbursements of payroll and related costs from management services contracts

3 unchanged sentences

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, 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, other income - assignment fee, interest and other income (loss), gains on sales of real estate, income (loss) from unconsolidated joint ventures, 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, 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, other income - assignment fee, interest and other income (loss), gains on sales of real estate, 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.

2 unchanged sentences

Similarly, interest expense may be incurred at the property level even though the financing proceeds may be used at the corporate level (e.g., used for other investment activity).

In addition, depreciation and amortization expense, because of historical cost accounting and useful life estimates, may distort

operating performance measures at the property level.

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

property level.

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

6 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, 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, other income - assignment fee, interest and other income (loss), gains on sales of real estate, income (loss) 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.

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, other income - assignment fee, interest and other income (loss), gains 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.

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

3 unchanged sentences

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

Parking and other revenue for the three months ended June 30, 2022 increased by approximately $ 12.1 million compared to the three months ended June 30, 2021.

Parking and other revenue for the six months

ended June 30, 2022 increased by approximately $ 16.9 million compared to 2021.

Parking and other revenue for the three months ended September 30, 2022 increased by approximately $ 4.6 million compared to the three months ended September 30, 2021.

Parking and other revenue for the nine months ended September 30, 2022 increased by approximately $ 21.5 million compared to 2021.

These increases were primarily in transient and monthly parking revenue.

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

For the three months ended June 30, 2022:

For the three months ended September 30, 2022:

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

14 unchanged sentences

Net operating income attributable to noncontrolling interests in property partnerships ( 11,293 ) — ( 37,013 ) — — — ( 48,306 )

Company’s share of net operating income from unconsolidated joint ventures 8,134 13,247 18 3,183 1,944 9,184 35,710

Company’s share of net operating income (loss) from unconsolidated joint ventures 8,169 13,143 ( 259 ) 3,233 1,978 9,052 35,316

Company’s share of net operating income $ 167,094 $ 13,143 $ 123,712 $ 92,111 $ 11,146 $ 68,712 $ 475,918

2 unchanged sentences

(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 June 30, 2021:

Boston Los Angeles New York San Francisco Washington, DC Total

For the three months ended September 30, 2021:

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

Rental Revenue:

19 unchanged sentences

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

For the six months ended June 30, 2022:

For the nine months ended September 30, 2022:

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

19 unchanged sentences

For the six months ended June 30, 2021:

Boston Los Angeles New York San Francisco Washington, DC Total

For the nine months ended September 30, 2021:

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

Rental Revenue:

28 unchanged sentences

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 June 30, 2022

Three months ended September 30, 2022

(Numerator) Shares

15 unchanged sentences

$ 360,215 157,133 $ 2.29

Three months ended June 30, 2021

Three months ended September 30, 2021

(Numerator) Shares

7 unchanged sentences

Stock Based Compensation

— 412 ( 0.01 )

Diluted Earnings:

2 unchanged sentences

$ 108,297 156,598 $ 0.69

Six months ended June 30, 2022

Nine months ended September 30, 2022

(Numerator) Shares

6 unchanged sentences

Allocation of undistributed earnings to participating securities

( 1,002 ) — ( 0.01 )

Net income attributable to Boston Properties, Inc.

3 unchanged sentences

Stock Based Compensation

— 436 ( 0.01 )

Diluted Earnings:

2 unchanged sentences

$ 726,142 157,144 $ 4.62

Six months ended June 30, 2021

Nine months ended September 30, 2021

(Numerator) Shares

7 unchanged sentences

Stock Based Compensation

— 332 ( 0.01 )

Diluted Earnings:

9 unchanged sentences

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 17,672,000 and 17,043,000 redeemable common units for the three months ended June 30, 2022 and 2021, respectively, and 17,638,000 and 17,018,000 redeemable common units for the six months ended June 30, 2022 and 2021, respectively.

Three months ended June 30, 2022

Included in the number of units (the denominator) below are approximately 17,662,000 and 17,011,000 redeemable common units for the three months ended September 30, 2022 and 2021, respectively, and 17,631,000 and 17,016,000 redeemable common units for the nine months ended September 30, 2022 and 2021, respectively.

Three months ended September 30, 2022

(Numerator) Units

9 unchanged sentences

Stock Based Compensation

— 379 ( 0.01 )

Diluted Earnings:

1 unchanged sentence

$ 402,730 174,795 $ 2.30

Three months ended June 30, 2021

Three months ended September 30, 2021

(Numerator) Units

9 unchanged sentences

$ 122,014 173,609 $ 0.70

Six months ended June 30, 2022

Nine months ended September 30, 2022

(Numerator) Units

5 unchanged sentences

Allocation of undistributed earnings to participating securities

( 1,115 ) — ( 0.01 )

Net income attributable to Boston Properties Limited Partnership common unitholders

2 unchanged sentences

Stock Based Compensation

— 436 ( 0.01 )

Diluted Earnings:

1 unchanged sentence

$ 818,080 174,775 $ 4.68

Six months ended June 30, 2021

Nine months ended September 30, 2021

(Numerator) Units

11 unchanged sentences

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.

2021 Stock 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.

18 unchanged sentences

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

During the six months ended June 30, 2022, BXP issued 37,871 shares of restricted common stock and BPLP issued 261,421 LTIP Units and 254,061 2022 MYLTIP Units to employees and non-employee directors under the 2021 Plan.

During the nine months ended September 30, 2022, BXP issued 41,818 shares of restricted common stock and BPLP issued 280,616 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.

4 unchanged sentences

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

The shares of restricted common stock granted during the six months ended June 30, 2022 were valued at approximately $ 4.3 million ($ 113.58 per share weighted-average).

The shares of restricted common stock granted during the nine months ended September 30, 2022 were valued at approximately $ 4.7 million ($ 111.47 per share weighted-average).

The LTIP Units granted were valued at approximately $ 29.9 million (approximately $ 106.46 per unit weighted-average fair value) using a Monte Carlo simulation method model.

5 unchanged sentences

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 $ 14.6 million and $ 14.0 million for the three months ended June

30, 2022 and 2021, respectively, and $ 35.5 million and $ 33.8 million for the six months ended June 30, 2022 and 2021, respectively.

At June 30, 2022, there was (1) an aggregate of approximately $ 29.5 million of unrecognized compensation expense related to unvested restricted stock, LTIP Units and 2019 MYLTIP Units and (2) an aggregate of approximately $ 9.6 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 2.1 years.

Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and MYLTIP Units was approximately $ 7.7 million and $ 8.4 million for the three months

ended September 30, 2022 and 2021, respectively, and $ 43.2 million and $ 42.2 million for the nine months ended September 30, 2022 and 2021, respectively.

At September 30, 2022, there was (1) an aggregate of approximately $ 25.9 million of unrecognized compensation expense related to unvested restricted stock, LTIP Units and 2019 MYLTIP Units and (2) an aggregate of approximately $ 7.3 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 2.0 years.

Subsequent Events

The Company has evaluated subsequent events and transactions through August 5, 2022, the date the Consolidated Financial Statements were available to be issued.

There were no events or transactions that occurred that would require recognition or disclosure in the Consolidated Financial Statements.

On October 6, 2022, the Company entered into an agreement to sell the residential component of The Avant at Reston Town Center, located in Reston, Virginia, for a gross sale price of $ 141 million.

The Avant is a 15 -story, approximately 329,000 square foot, excluding retail space, 359 -unit, luxury multifamily building.

The Company will retain ownership of the approximately 26,000 square foot ground-level retail space.

There can be no assurance that the Company will complete the sale on the terms currently contemplated or at all.

On October 25, 2022, the Company entered into an agreement to acquire an approximate 27 % interest in the joint venture that owns 200 Fifth Avenue located in New York City, for a gross purchase price of approximately $ 280.2 million, which includes $ 120.1 million of cash and the Company’s pro rata share of the outstanding loan secured by the property of $ 160.1 million.

The mortgage loan bears interest at 4.34 % per annum and matures in November 2028.

200 Fifth Avenue is a 14 -story, approximately 870,000 square-foot, LEED Gold certified, premier workplace located in the Midtown South submarket.

There can be no assurance that the Company will complete the acquisition on the terms 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