What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-05-03 compared with 2022-11-04 · 224 added, 635 removed, 787 unchanged (52% of the section changed)

3 unchanged sentences

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

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)

March 31, 2023 December 31, 2022

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,832,119 and $ 6,789,029 at March 31, 2023 and December 31, 2022, respectively)

$ 25,559,720 $ 25,389,663

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)

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at March 31, 2023 and December 31, 2022, respectively)

237,503 237,510

1 unchanged sentence

166,699 167,351

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

accumulated depreciation (amounts related to VIEs of $( 1,405,167 ) and $( 1,381,401 ) at March 31, 2023 and December 31, 2022, respectively)

( 6,424,547 ) ( 6,298,082 )

Total real estate 19,539,375 19,496,442

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

Cash and cash equivalents (amounts related to VIEs of $ 233,981 and $ 259,658 at March 31, 2023 and December 31, 2022, respectively)

918,952 690,333

2 unchanged sentences

Investments in securities 32,099 32,277

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

Tenant and other receivables, net (amounts related to VIEs of $ 13,108 and $ 16,521 at March 31, 2023 and December 31, 2022, respectively)

85,603 81,389

Related party note receivable, net 78,544 78,576

Notes receivable, net

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

Sales-type lease receivable, net 13,028 12,811

Accrued rental income, net (amounts related to VIEs of $ 375,008 and $ 367,138 at March 31, 2023 and December 31, 2022, respectively)

1,297,767 1,276,580

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

Deferred charges, net (amounts related to VIEs of $ 172,077 and $ 176,597 at March 31, 2023 and December 31, 2022, respectively)

720,174 733,282

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

Prepaid expenses and other assets (amounts related to VIEs of $ 40,737 and $ 11,647 at March 31, 2023 and December 31, 2022, respectively)

141,933 43,589

2 unchanged sentences

LIABILITIES AND EQUITY

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)

Mortgage notes payable, net (amounts related to VIEs of $ 3,273,553 and $ 3,272,368 at March 31, 2023 and December 31, 2022, respectively)

$ 3,273,553 $ 3,272,368

2 unchanged sentences

Unsecured term loan, net 1,194,916 730,000

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

Lease liabilities - finance leases (amounts related to VIEs of $ 20,641 and $ 20,604 at March 31, 2023 and December 31, 2022, respectively)

250,567 249,335

Lease liabilities - operating leases 204,435 204,686

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

Accounts payable and accrued expenses (amounts related to VIEs of $ 37,595 and $ 29,466 at March 31, 2023 and December 31, 2022, respectively)

397,798 417,545

2 unchanged sentences

114,400 103,774

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

Other liabilities (amounts related to VIEs of $ 114,694 and $ 114,232 at March 31, 2023 and December 31, 2022, respectively)

465,276 450,918

Total liabilities 16,313,339 15,837,237

Commitments and contingencies (See Note 7)

Redeemable deferred stock units— 103,454 and 97,853 units outstanding at redemption value at March 31, 2023 and December 31, 2022, respectively

BOSTON PROPERTIES, INC.

1 unchanged sentence

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

September 30, 2022 December 31, 2021

Commitments and contingencies (See Note 7)

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

March 31, 2023 December 31, 2022

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, 156,833,612 and 156,623,749 issued and 156,754,712 and 156,544,849 outstanding at September 30, 2022 and December 31, 2021, respectively

Common stock, $ 0.01 par value, 250,000,000 shares authorized, 156,908,693 and 156,836,767 issued and 156,829,793 and 156,757,867 outstanding at March 31, 2023 and December 31, 2022, respectively

Additional paid-in capital

1 unchanged sentence

Dividends in excess of earnings ( 467,159 ) ( 391,356 )

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

Treasury common stock at cost, 78,900 shares at March 31, 2023 and December 31, 2022

( 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,

2022 2021 2022 2021

Three months ended March 31,

Lease $ 756,875 $ 718,120

3 unchanged sentences

Direct reimbursements of payroll and related costs from management services contracts

3,900 3,006 11,204 9,166

Total revenue 803,200 754,307

7 unchanged sentences

Other income (expense)

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

Income (loss) from unconsolidated joint ventures ( 7,569 ) 2,189

Gains on sales of real estate — 22,701

Interest and other income (loss) 10,941 1,228

Other income - assignment fee — — 6,624 —

Gains (losses) from investments in securities 1,665 ( 2,262 )

Losses from early extinguishment of debt — — — ( 898 )

Unrealized gain on non-real estate investment 259 —

Interest expense ( 134,207 ) ( 101,228 )

5 unchanged sentences

$ 77,890 $ 143,047

Preferred dividends — — — ( 2,560 )

Preferred stock redemption charge — — — ( 6,412 )

Net income attributable to Boston Properties, Inc.

common shareholders $ 360,977 $ 108,297 $ 727,144 $ 311,680

Basic earnings per common share attributable to Boston Properties, Inc.

common shareholders:

Net income $ 0.50 $ 0.91

1 unchanged sentence

Diluted earnings per common share attributable to Boston Properties, Inc.

common shareholders:

Net income $ 0.50 $ 0.91

5 unchanged sentences

(unaudited and in thousands)

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

2022 2021 2022 2021

Three months ended March 31,

Net income $ 105,628 $ 176,957

2 unchanged sentences

Amortization of interest rate contracts (1) 1,675 1,676

Other comprehensive income 12,477 2,764 23,430 10,510

Other comprehensive income (loss) ( 4,863 ) 9,241

Comprehensive income 100,765 186,198

Net income attributable to noncontrolling interests ( 27,738 ) ( 33,910 )

Other comprehensive income attributable to noncontrolling interests ( 1,390 ) ( 401 ) ( 2,757 ) ( 1,423 )

Other comprehensive (income) loss attributable to noncontrolling interests 368 ( 1,064 )

Comprehensive income attributable to Boston Properties, Inc.

9 unchanged sentences

Shares Amount

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 ) — —

Allocated net income for the period — — — 361,100 — — 40,760 18,801 420,661

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 )

Effective portion of interest rate contracts — — — — — 9,709 1,091 — 10,800

Amortization of interest rate contracts — — — — — 1,377 156 144 1,677

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

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, 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

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, 2022 156,758 $ 1,568 $ 6,539,147 $ ( 391,356 ) $ ( 2,722 ) $ ( 13,718 ) $ 683,583 $ 1,547,317 $ 8,363,819

9 unchanged sentences

Reallocation of noncontrolling interest — — 5,938 — — — ( 5,938 ) — —

Equity, September 30, 2022

Equity, March 31, 2023

156,830 $ 1,568 $ 6,549,314 $ ( 467,159 ) $ ( 2,722 ) $ ( 18,214 ) $ 691,627 $ 1,552,070 $ 8,306,484

5 unchanged sentences

Net activity from stock option and incentive plan 21 — ( 133 ) — — — 19,054 — 18,921

Preferred stock redemption — — ( 200,000 ) 6,377 — — — — — ( 193,623 )

Preferred stock redemption charge — — — — ( 6,412 ) — — — — ( 6,412 )

Contributions from noncontrolling interests in property partnerships — — — — — — — 849 849

3 unchanged sentences

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

Equity, September 30, 2021

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

3 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 26,262 21,235

Loss from unconsolidated joint ventures 1,389 1,745

Loss (income) from unconsolidated joint ventures 7,569 ( 2,189 )

Distributions of net cash flow from operations of unconsolidated joint ventures 5,996 6,385

2 unchanged sentences

Non-cash portion of interest expense 7,387 5,960

Settlement of accreted debt discount on redemption of unsecured senior notes — ( 6,290 )

Losses from early extinguishments of debt — 898

Other income - assignment fee ( 6,624 ) —

Gains on sales of real estate — ( 22,701 )

Unrealized gain on non-real estate investment ( 259 ) —

Change in assets and liabilities:

16 unchanged sentences

Proceeds from sales of real estate — 35,397

Proceeds from assignment fee 6,624 —

Capital contributions to unconsolidated joint ventures ( 60,745 ) ( 26,293 )

Capital distributions from unconsolidated joint ventures — 20,095

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

Proceeds from notes receivable 10,000 —

Investment in non-real estate investments ( 733 ) —

Investments in securities, net 1,843 5,338

1 unchanged sentence

Cash flows from financing activities:

Repayments of mortgage notes payable — ( 13,261 )

Proceeds from unsecured senior notes — 1,695,996

Redemption of unsecured senior notes — ( 843,710 )

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Nine months ended September 30,

Borrowings on unsecured line of credit — 190,000

1 unchanged sentence

Borrowings on unsecured term loan 1,200,000 —

Redemption of preferred stock — ( 200,000 )

Payments on finance lease obligations — 1,250

Repayment of unsecured term loan ( 730,000 ) —

Deferred financing costs ( 6,213 ) ( 359 )

Debt prepayment and extinguishment costs — ( 185 )

Net activity from equity transactions 586 ( 332 )

Dividends and distributions ( 171,270 ) ( 170,488 )

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Three months ended March 31,

Contributions from noncontrolling interests in property partnerships 7,555 849

17 unchanged sentences

Change in real estate included in accounts payable and accrued expenses $ 11,692 $ 16,907

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

Dividends and distributions declared but not paid $ 171,427 $ 170,869

5 unchanged sentences

(unaudited and in thousands, except for unit amounts)

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)

March 31, 2023 December 31, 2022

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,832,119 and $ 6,789,029 at March 31, 2023 and December 31, 2022, respectively)

$ 25,193,455 $ 25,022,149

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)

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at March 31, 2023 and December 31, 2022, respectively)

237,503 237,510

Right of use assets - operating leases 166,699 167,351

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

accumulated depreciation (amounts related to VIEs of $( 1,405,167 ) and $( 1,381,401 ) at March 31, 2023 and December 31, 2022, respectively)

( 6,306,326 ) ( 6,180,474 )

Total real estate 19,291,331 19,246,536

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

Cash and cash equivalents (amounts related to VIEs of $ 233,981 and $ 259,658 at March 31, 2023 and December 31, 2022, respectively)

918,952 690,333

2 unchanged sentences

Investments in securities 32,099 32,277

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

Tenant and other receivables, net (amounts related to VIEs of $ 13,108 and $ 16,521 at March 31, 2023 and December 31, 2022, respectively)

85,603 81,389

Related party note receivable, net 78,544 78,576

Notes receivable, net — 9,641

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

Sales-type lease receivable, net 13,028 12,811

Accrued rental income, net (amounts related to VIEs of $ 375,008 and $ 367,138 at March 31, 2023 and December 31, 2022, respectively)

1,297,767 1,276,580

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

Deferred charges, net (amounts related to VIEs of $ 172,077 and $ 176,597 at March 31, 2023 and December 31, 2022, respectively)

720,174 733,282

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

Prepaid expenses and other assets (amounts related to VIEs of $ 40,737 and $ 11,647 at March 31, 2023 and December 31, 2022, respectively)

141,933 43,589

2 unchanged sentences

LIABILITIES AND CAPITAL

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)

Mortgage notes payable, net (amounts related to VIEs of $ 3,273,553 and $ 3,272,368 at March 31, 2023 and December 31, 2022, respectively)

$ 3,273,553 $ 3,272,368

2 unchanged sentences

Unsecured term loan, net 1,194,916 730,000

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

Lease liabilities - finance leases (amounts related to VIEs of $ 20,641 and $ 20,604 at March 31, 2023 and December 31, 2022, respectively)

250,567 249,335

1 unchanged sentence

204,435 204,686

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

Accounts payable and accrued expenses (amounts related to VIEs of $ 37,595 and $ 29,466 at March 31, 2023 and December 31, 2022, respectively)

397,798 417,545

2 unchanged sentences

114,400 103,774

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

Other liabilities (amounts related to VIEs of $ 114,694 and $ 114,232 at March 31, 2023 and December 31, 2022, respectively)

465,276 450,918

1 unchanged sentence

Commitments and contingencies (See Note 7)

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

Redeemable deferred stock units— 103,454 and 97,853 units outstanding at redemption value at March 31, 2023 and December 31, 2022, respectively

BOSTON PROPERTIES LIMITED PARTNERSHIP

1 unchanged sentence

(unaudited and in thousands, except for unit amounts)

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Noncontrolling interests:

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

Redeemable partnership units— 16,527,638 and 16,531,172 common units and 2,131,785 and 1,679,175 long term incentive units outstanding at redemption value at March 31, 2023 and December 31, 2022, respectively

1,074,648 1,280,886

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

Boston Properties Limited Partnership partners’ capital— 1,754,892 and 1,749,682 general partner units and 155,074,901 and 155,008,185 limited partner units outstanding at March 31, 2023 and December 31, 2022, respectively

5,449,936 5,299,428

8 unchanged sentences

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

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

2022 2021 2022 2021

Three months ended March 31,

Lease $ 756,875 $ 718,120

3 unchanged sentences

Direct reimbursements of payroll and related costs from management services contracts

3,900 3,006 11,204 9,166

Total revenue 803,200 754,307

7 unchanged sentences

Other income (expense)

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

Income (loss) from unconsolidated joint ventures ( 7,569 ) 2,189

Gains on sales of real estate — 23,384

Interest and other income (loss) 10,941 1,228

Other income - assignment fee — — 6,624 —

Gains (losses) from investments in securities 1,665 ( 2,262 )

Losses from early extinguishment of debt — — — ( 898 )

Unrealized gain on non-real estate investment 259 —

Interest expense ( 134,207 ) ( 101,228 )

3 unchanged sentences

Net income attributable to Boston Properties Limited Partnership $ 88,830 $ 161,829

Preferred distributions — — — ( 2,560 )

Preferred unit redemption charge — — — ( 6,412 )

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 403,578 $ 122,014 $ 819,195 $ 353,633

Basic earnings per common unit attributable to Boston Properties Limited Partnership

9 unchanged sentences

(unaudited and in thousands)

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

2022 2021 2022 2021

Three months ended March 31,

Net income $ 107,490 $ 179,378

2 unchanged sentences

Amortization of interest rate contracts (1) 1,675 1,676

Other comprehensive income 12,477 2,764 23,430 10,510

Other comprehensive income (loss) ( 4,863 ) 9,241

Comprehensive income 102,627 188,619

12 unchanged sentences

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

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

Allocated net income for the period — — 362,818 — 18,801 381,619 40,760

Distributions — — ( 153,620 ) — — ( 153,620 ) ( 17,930 )

Conversion of redeemable partnership units — 26 959 — — 959 ( 959 )

Adjustment to reflect redeemable partnership units at redemption value — — 268,916 — — 268,916 ( 268,916 )

Effective portion of interest rate contracts — — — 9,709 — 9,709 1,091

Amortization of interest rate contracts — — — 1,377 144 1,521 156

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

Equity, September 30, 2022

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

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

Allocated net income for the period — — 110,043 — 18,971 129,014 11,971

Distributions — — ( 153,082 ) — — ( 153,082 ) ( 17,203 )

Conversion of redeemable partnership units — 50 1,748 — — 1,748 ( 1,748 )

Adjustment to reflect redeemable partnership units at redemption value — — 115,823 — — 115,823 ( 115,823 )

Effective portion of interest rate contracts — — — 981 — 981 107

Amortization of interest rate contracts — — — 1,382 144 1,526 150

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

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

Equity, September 30, 2021

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

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, 2022 1,750 155,008 $ 5,299,428 $ ( 13,718 ) $ 1,547,317 $ 6,833,027 $ 1,280,886

2 unchanged sentences

Distributions — — ( 153,693 ) — — ( 153,693 ) ( 18,361 )

— — ( 460,789 ) — — — ( 460,789 ) ( 53,789 )

Conversion of redeemable partnership units — 5 195 — — 195 ( 195 )

3 175 6,388 — — — 6,388 ( 6,388 )

Adjustment to reflect redeemable partnership units at redemption value — — 220,222 — — 220,222 ( 220,222 )

— — 735,355 — — — 735,355 ( 735,355 )

Effective portion of interest rate contracts — — — ( 5,870 ) — ( 5,870 ) ( 668 )

— — — — 16,540 — 16,540 1,860

Amortization of interest rate contracts — — — 1,374 144 1,518 157

— — — — 4,131 432 4,563 467

Contributions from noncontrolling interests in property partnerships — — — — 7,555 7,555 —

— — — — — 849 849 —

Distributions to noncontrolling interests in property partnerships — — — — ( 21,606 ) ( 21,606 ) —

— — — — — ( 61,229 ) ( 61,229 ) —

Equity, September 30, 2022

Equity, March 31, 2023

1,755 155,075 $ 5,449,936 $ ( 18,214 ) $ 1,552,070 $ 6,983,792 $ 1,074,648

3 unchanged sentences

Distributions — — ( 153,577 ) — — ( 153,577 ) ( 17,920 )

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

Preferred unit redemption charge — — ( 6,412 ) — — — ( 6,412 ) —

Conversion of redeemable partnership units 3 138 5,028 — — 5,028 ( 5,028 )

4 unchanged sentences

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

Equity, September 30, 2021

Equity, March 31, 2022

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

3 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 26,262 21,235

Loss from unconsolidated joint ventures 1,389 1,745

Loss (income) from unconsolidated joint ventures 7,569 ( 2,189 )

Distributions of net cash flow from operations of unconsolidated joint ventures 5,996 6,385

2 unchanged sentences

Non-cash portion of interest expense 7,387 5,960

Settlement of accreted debt discount on redemption of unsecured senior notes — ( 6,290 )

Losses from early extinguishments of debt — 898

Other income - assignment fee ( 6,624 ) —

Gains on sales of real estate — ( 23,384 )

Unrealized gain on non-real estate investment ( 259 ) —

Change in assets and liabilities:

16 unchanged sentences

Proceeds from sales of real estate — 35,397

Proceeds from assignment fee 6,624 —

Capital contributions to unconsolidated joint ventures ( 60,745 ) ( 26,293 )

Capital distributions from unconsolidated joint ventures — 20,095

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

Proceeds from notes receivable 10,000 —

Investment in non-real estate investments ( 733 ) —

Investments in securities, net 1,843 5,338

1 unchanged sentence

Cash flows from financing activities:

Repayments of mortgage notes payable — ( 13,261 )

Proceeds from unsecured senior notes — 1,695,996

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 — 190,000

2 unchanged sentences

Repayment of unsecured term loan ( 730,000 ) —

Redemption of preferred units — ( 200,000 )

Payments on finance lease obligations — 1,250

Deferred financing costs ( 6,213 ) ( 359 )

Debt prepayment and extinguishment costs — ( 185 )

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Three months ended March 31,

Net activity from equity transactions 586 ( 332 )

19 unchanged sentences

Change in real estate included in accounts payable and accrued expenses $ 11,692 $ 16,907

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 $ 171,427 $ 170,869

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 September 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 March 31, 2023 owned an approximate 89.4 % ( 89.6 % at December 31, 2022) 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 - 2020 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 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 (including one property under redevelopment);

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

At March 31, 2023, the Company owned or had joint venture interests in a portfolio of 192 commercial real estate properties (the “Properties”) aggregating approximately 54.5 million net rentable square feet of primarily premier workplaces, including 15 properties under construction/redevelopment totaling approximately 4.0 million net rentable square feet.

At March 31, 2023, the Properties consisted of:

• 171 office and life sciences properties (including 12 properties under construction/redevelopment);

• 14 retail properties (including two properties under construction/redevelopment);

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

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.

Basis of Presentation and Summary of Significant Accounting Policies

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

Summary of Significant Accounting Policies

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.

18 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 seven entities that are VIEs.

The assets of each VIE are only available to satisfy such VIE's respective liabilities.

The Company has determined that it is the primary beneficiary for six of the seven entities that are VIEs as of March 31, 2023.

Consolidated Variable Interest Entities

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

As of March 31, 2023, 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 joint venture is a VIE.

As of March 31, 2023, 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.

1 unchanged sentence

The Company follows the authoritative guidance for fair value measurements when valuing its financial instruments for disclosure purposes.

The table below presents the financial instruments that are being valued for disclosure purposes as well as the Level at which they are categorized (as defined in Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”)).

The table below presents for March 31, 2023 and December 31, 2022, the financial instruments that are being valued for disclosure purposes as well as the Level at which they are categorized (as defined in Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”).

Financial Instrument Level

1 unchanged sentence

Related party note receivable Level 3

Notes receivable Level 3

Sales-type lease receivable Level 3

Mortgage notes payable Level 3

2 unchanged sentences

_______________

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

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

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

September 30, 2022 December 31, 2021

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

The following table presents the aggregate carrying value of the Company’s related party note receivable, net, sales-type lease receivable, net, mortgage notes payable, net, unsecured senior notes, net, unsecured line of credit and unsecured term loan, net and the Company’s corresponding estimate of fair value as of March 31, 2023 and December 31, 2022 (in thousands):

March 31, 2023 December 31, 2022

Amount Estimated

2 unchanged sentences

Related party note receivable, net $ 78,544 $ 79,472 $ 78,576 $ 79,220

Notes receivable, net — — 9,641 10,000

Sales-type lease receivable, net 13,028 13,086 12,811 13,045

Total $ 91,572 $ 92,558 $ 91,387 $ 92,265

4 unchanged sentences

Total $ 14,709,436 $ 12,786,313 $ 14,240,336 $ 12,609,991

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

September 30, 2022 December 31, 2021

Real estate consisted of the following at March 31, 2023 and December 31, 2022 (in thousands):

March 31, 2023 December 31, 2022

Land $ 5,189,287 $ 5,189,811

11 unchanged sentences

(1) Includes pre-development costs.

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

September 30, 2022 December 31, 2021

Real estate consisted of the following at March 31, 2023 and December 31, 2022 (in thousands):

March 31, 2023 December 31, 2022

Land $ 5,094,578 $ 5,095,102

11 unchanged sentences

(1) Includes pre-development costs.

On May 17, 2022, the Company completed the acquisition of Madison Centre in Seattle, Washington for a net purchase price, including transaction costs, of approximately $ 724.3 million.

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, 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):

Land $ 104,641

Building and improvements 505,766

Tenant improvements 58,570

In-place lease intangibles 74,598

Above-market lease intangibles 3,794

Below-market lease intangibles ( 23,114 )

Net assets acquired $ 724,255

The following table summarizes the estimated annual amortization of the acquired in-place lease intangibles and the acquired above- and below-market lease intangibles for Madison Centre from May 17, 2022 through the remainder of 2022 and each of the five succeeding fiscal years (in thousands):

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

Period from May 17, 2022 through December 31, 2022 $ 7,266 $ 640 $ 2,011

2023 12,200 1,098 3,442

2024 10,842 254 3,411

2025 10,770 254 3,398

2026 10,306 254 3,210

2027 9,161 254 2,805

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 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.

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

Net cash proceeds totaled approximately $ 6.6 million and is reflected as Other income - assignment fee in the Company's Consolidated Statements of Operations.

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

The property was 100 % leased.

On June 15, 2022, the Company completed the sale of its suburban Virginia 95 Office Park properties located in Springfield, Virginia for an aggregate gross sale price of $ 127.5 million.

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 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.

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.

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 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.

Developments/Redevelopments

On January 5, 2023, the Company commenced the development of 290 Binney Street, an approximately 566,000 net rentable square foot laboratory/life sciences project in Cambridge, Massachusetts.

Concurrent with the commencement of this project, the Kendall Center Blue Parking Garage was taken out of service and demolished to support the development of this project.

290 Binney Street is 100 % pre-leased to AstraZeneca.

On January 30, 2023, the Company commenced the redevelopment of 300 Binney Street at Kendall Center in Cambridge, Massachusetts.

300 Binney Street consisted of an approximately 195,000 net rentable square foot premier workplace that is being redeveloped into approximately 236,000 net rentable square feet of laboratory/life sciences space.

BXP and BPLP recognized approximately $ 11.0 million of depreciation expense during the three months ended March 31, 2023 associated with the acceleration of depreciation on the assets being removed from service and demolished as part of the redevelopment of the property.

The project is 100 % pre-leased to the Broad Institute.

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 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,

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

If the Company determines that the accrued rent and/or accounts receivable balances are no longer probable of collection then the balances are written-off and the lease is recognized on a cash basis.

If applicable, 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 can be found in Note 5.

The following table summarizes the components of lease revenue recognized for its operating and sales-type leases during the three months ended March 31, 2023 and 2022 included within the Company's Consolidated Statements of Operations (in thousands):

Three months ended March 31,

Lease Revenue 2023 2022

1 unchanged sentence

Variable lease payments 135,003 118,513

Sales-type lease income 226 —

$ 756,875 $ 718,120

Investments in Unconsolidated Joint Ventures

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

The investments in unconsolidated joint ventures consist of the following at March 31, 2023 and December 31, 2022:

Carrying Value of Investment (1)

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

Entity Properties Nominal % Ownership March 31, 2023 December 31, 2022

(in thousands)

14 unchanged sentences

BNY Tower Holdings LLC Dock 72 50.00 % (5) ( 15,362 ) ( 19,921 )

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

CA-Colorado Center, LLC Colorado Center 50.00 % 234,635 233,862

7 unchanged sentences

360 PAS Holdco LLC 360 Park Avenue South 42.21 % (8) 116,828 114,992

PR II/BXP Reston Gateway LLC Reston Next Residential 20.00 % (9) 11,267 N/A

751 Gateway Holdings LLC 751 Gateway 49.00 % (6) 71,820 N/A

PR II/BXP Reston Gateway LLC Reston Next Residential 20.00 % (9) 11,431 11,351

751 Gateway Holdings LLC 751 Gateway 49.00 % 85,430 80,714

200 Fifth Avenue JV LLC 200 Fifth Avenue 26.69 % 114,919 120,083

ABXP Worldgate Investments LLC 13100 and 13150 Worldgate Drive 50.00 % 17,295 N/A

$ 1,671,124 $ 1,630,485

_______________

(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.

(1) Investments with deficit balances aggregating approximately $ 81.5 million and $ 85.4 million at March 31, 2023 and December 31, 2022, 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, 2022 and December 31, 2021, the Company’s economic ownership was approximately 50 %.

At March 31, 2023 and December 31, 2022, 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) 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 property includes net equity balances from the amenity joint venture.

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

(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.

4 unchanged sentences

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

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

(in thousands)

11 unchanged sentences

_______________

(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.

(1) At March 31, 2023 and December 31, 2022, this amount included right of use assets - finance leases totaling approximately $ 248.9 million.

At March 31, 2023 and December 31, 2022, this amount included right of use assets - operating leases totaling approximately $ 20.9 million and $ 21.2 million, respectively.

(2) At March 31, 2023 and December 31, 2022, this amount included lease liabilities - finance leases totaling approximately $ 381.0 million and $ 382.2 million, respectively.

At March 31, 2023 and December 31, 2022, this amount included lease liabilities - operating leases totaling approximately $ 30.5 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.

2 unchanged sentences

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

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Property (in thousands)

Colorado Center $ 301,097 $ 301,820

200 Fifth Avenue 99,381 94,497

Gateway Commons 47,707 47,808

1 unchanged sentence

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 $ 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.

(4) Investments with deficit balances aggregating approximately $ 81.5 million and $ 85.4 million at March 31, 2023 and December 31, 2022, 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,

2022 2021 2022 2021

Three months ended March 31,

(in thousands)

7 unchanged sentences

Interest expense ( 57,250 ) ( 30,373 )

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

Unrealized loss on derivative instruments ( 10,610 ) —

Net income (loss) $ ( 23,695 ) $ 2,486

Company’s share of net income (loss) $ ( 6,902 ) $ 3,394

Gain on sale of investment (2) — — — 10,257

Basis differential (2) ( 667 ) ( 1,205 )

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

Income (loss) from unconsolidated joint ventures $ ( 7,569 ) $ 2,189

_______________

(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 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 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.

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.

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.

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

On June 17, 2022, the joint venture repaid the existing construction loan and obtained a new mortgage loan.

The new mortgage loan has a principal balance of $ 185.0 million, bears interest at a variable rate equal to SOFR plus 1.35 % per annum and matures on June 17, 2032.

At closing, the joint venture entered into interest rate swap contracts with notional amounts aggregating $ 185.0 million through April 10, 2032, resulting in a fixed rate of approximately 4.432 % per annum through the expiration of the interest rate swap contracts.

In conjunction with the new mortgage loan, the joint venture paid off the existing construction loan.

At the time of the payoff of the construction loan, the outstanding balance of the loan totaled approximately $ 176.7 million.

The joint venture distributed excess loan proceeds from the new mortgage loan totaling approximately $ 6.8 million, of which the Company’s share totaled approximately $ 3.4 million.

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

On May 13, 2022, the Company entered into a joint venture with a third party to own, operate and develop Reston Next Residential located in Reston, Virginia.

Reston Next Residential is expected to consist of 508 residential rental units upon completion.

The Company contributed approximately $ 11.3 million of improvements at closing and will contribute cash totaling approximately $ 3.5 million in the future for its 20 % ownership interest in the joint venture.

The partner contributed approximately $ 0.5 million of cash at closing and will contribute cash totaling approximately $ 58.7 million in the future for its 80 % ownership interest in the joint venture.

As a result of the partner’s deferred contribution, as of the acquisition date, the Company owned an approximately 96 % interest in the joint venture.

On May 13, 2022, the joint venture commenced development and entered into a construction loan collateralized by the property.

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.

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.

751 Gateway was previously part of the Company’s Gateway Commons joint venture.

The Company contributed assets with an agreed upon value aggregating approximately $ 53.9 million and cash totaling approximately $ 2.6 million for its 49 % ownership interest in the joint venture.

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.

(1) Includes straight-line rent adjustments of approximately $ 6.3 million and $ 27.5 million for the three months ended March 31, 2023 and 2022, respectively.

(2) Includes straight-line rent adjustments of approximately $ 0.3 million and $ 0.1 million for the three months ended March 31, 2023 and 2022, respectively.

Also includes net above-/below-market rent adjustments of approximately $ 0.2 million and $ 0.1 million for the three months ended March 31, 2023 and 2022, respectively.

On January 31, 2023, the Company acquired a 50 % interest in a joint venture that owns 13100 and 13150 Worldgate Drive located in Herndon, Virginia for a gross purchase price of approximately $ 17.0 million.

The acquisition was completed with available cash.

13100 and 13150 Worldgate Drive consists of two vacant office buildings aggregating approximately 350,000 rentable square feet and a 1,200 -space structured parking deck situated on a 10 -acre site.

The joint venture intends to redevelop the property for residential use.

There can be no assurance that the joint venture will commence the development as currently contemplated or at all.

Unsecured Term Loan

On May 17, 2022, BPLP entered into an unsecured credit agreement (the “Unsecured Term Loan”) providing for a single borrowing of up to $ 730.0 million.

The Unsecured Term Loan matures on May 16, 2023 .

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

On January 4, 2023, BPLP entered into a credit agreement that provided for a $ 1.2 billion unsecured term loan facility (the “2023 Unsecured Term Loan”).

Under the credit agreement, BPLP may, at any time prior to the maturity date, increase total commitments by up to an additional $ 300.0 million in aggregate principal amount by increasing

the existing 2023 Unsecured Term Loan or incurring one or more additional term loans, in each case, subject to syndication of the increase and other conditions.

The 2023 Unsecured Term Loan matures on May 16, 2024, with one 12 -month extension option, subject to customary conditions.

Upon entry into the credit agreement, BPLP exercised its option to draw $ 1.2 billion under the 2023 Unsecured Term Loan, a portion of which was used to repay in full the $ 730.0 million outstanding under its prior unsecured credit agreement (the “2022 Unsecured Term Loan”), which was scheduled to mature on May 16, 2023.

There was no prepayment penalty associated with the repayment of the 2022 Unsecured Term Loan.

At BPLP’s option, loans under the 2023 Unsecured Term Loan will bear interest at a rate per annum equal to (1) a base rate equal to the greatest of (a) the Federal Funds rate plus 0.5 %, (b) the administrative agent’s prime rate, (c) Term SOFR for a one-month period plus 1.00 %, and (d) 1.00 %, in each case, plus a margin ranging from 0 to 60 basis points based on BPLP’s credit rating;

or (2) a rate equal to adjusted Term SOFR with a one-month period plus a margin ranging from 75 to 160 basis points based on BPLP’s credit rating.

Based on BPLP’s credit rating upon entry into the credit agreement, the base rate margin is 0 basis points and the Term SOFR margin is 0.85 %.

As of March 31, 2023, the 2023 Unsecured Term Loan bears interest at a rate equal to adjusted Term SOFR plus 0.85 % (See Note 13).

At March 31, 2023, BPLP had $ 1.2 billion outstanding under the 2023 Unsecured Term Loan.

Commitments and Contingencies

In the normal course of business, the Company guarantees its performance of services or indemnifies third parties against its negligence.

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 $ 26.5 million at September 30, 2022.

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 $ 25.7 million at March 31, 2023.

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.

From time to time, under certain of the Company’s joint venture agreements, if certain return thresholds are achieved, either the Company or its partners may be entitled to an additional promoted interest or payments.

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, clients and other third parties for the completion of development projects.

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 or joint venture partners whereby the partners agree to reimburse the joint venture for their share of any payments made under the guarantee.

1 unchanged sentence

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, 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.

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

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

On June 27, 2022, the borrower repaid the loan in full, including approximately $ 1.6 million of accrued interest.

The financing was 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.

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).

As of March 31, 2023, the maximum funding obligation under the guarantee was approximately $ 12.5 million.

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

As of March 31, 2023, no amounts related to the guarantee were recorded as liabilities in the Company’s consolidated financial statements.

In connection with the development of the Company’s 290 Binney Street project located in Cambridge, Massachusetts, which commenced on January 5, 2023 (see Note 3), the Cambridge Zoning Ordinance requires that a building permit for the construction of a residential project of at least 400,000 square feet be issued prior to or concurrently with the issuance of a building permit for the commercial building.

290 Binney Street and the residential project are components of the Company’s future life sciences development project located in the heart of Kendall Square in Cambridge, Massachusetts, proposed to ultimately consist of two premier workplace properties aggregating approximately 1.1 million rentable square feet of life sciences space and the approximately 400,000 square foot residential building.

The commencement of construction of each phase of the overall project is 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 of the remaining phases on the terms and schedule currently contemplated or at all.

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”).

14 unchanged sentences

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

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

In addition, 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.

8 unchanged sentences

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.

2 unchanged sentences

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 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.

As of March 31, 2023, the noncontrolling interests in BPLP consisted of 16,527,638 OP Units, 2,131,785 LTIP Units (including 514,854 LTIP Units earned by employees under the Company’s multi-year long-term incentive awards granted between 2012 and 2020 (i.e., 2012 OPP and 2013 - 2020 MYLTIP awards)), 350,989 2021 MYLTIP Units, 253,453 2022 MYLTIP Units and 322,053 2023 MYLTIP Units held by parties other than BXP.

Noncontrolling Interest—Common 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.

During the three months ended March 31, 2023, 5,188 OP Units were presented by the holders for redemption (including an aggregate of 5,188 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, 2023, BPLP had outstanding 350,989 2021 MYLTIP Units, 253,453 2022 MYLTIP Units and 322,053 2023 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 three-year performance period for each plan has ended, (1) 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 and (2) with respect to the 2021 MYLTIP and 2022 MYLTIP only, the Company will make a “catch-up” cash payment on the MYLTIP Units that are ultimately earned in an amount equal to the regular and special dividends, if any, declared during the performance period on Common Stock, less the distributions actually paid during the performance period on all of the awarded 2021 MYLTIP Units and 2022 MYLTIP Units.

After the three-year performance period for each plan has ended, (1) 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 and (2) with respect to the 2021 - 2023 MYLTIP, the Company will make a “catch-up” cash payment on the MYLTIP Units that are ultimately earned in an amount equal to the regular and special dividends, if any, declared during the performance period on Common Stock, less the distributions actually paid during the performance period on all of the awarded 2021 - 2023 MYLTIP Units.

On February 3, 2023, the measurement period for the Company’s 2020 MYLTIP awards ended and, based on BXP’s relative TSR performance, the final payout was determined to be 50 % of target, or an aggregate of approximately $ 3.8 million (after giving effect to employee separations).

As a result, an aggregate of 152,460 2020 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 nine months ended September 30, 2022:

The following table presents BPLP’s distributions on the OP Units and LTIP Units (including the 2012 OPP Units, 2013 - 2019 MYLTIP Units and, after the February 3, 2023 measurement date, the 2020 MYLTIP Units) and its distributions on the 2020 MYLTIP Units (prior to the February 3, 2023 measurement date) and 2021 - 2023 MYLTIP Units (after the February 7, 2023 issuance date of the 2023 MYLTIP Units) that occurred during the three months ended March 31, 2023:

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

March 31, 2023 April 28, 2023 $ 0.98 $ 0.098

December 30, 2022 January 30, 2023 $ 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 nine months ended September 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

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

3 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 (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.

The value of the OP Units (other than OP Units owned by BXP), and LTIP Units (including the 2012 OPP Units and 2013 - 2020 MYLTIP Units), assuming in each case that all conditions had been met for the conversion thereof, had all of such units been redeemed at March 31, 2023 was approximately $ 1.1 billion based on the last reported price of a share of Common Stock on the New York Stock Exchange of $ 54.12 per share on March 31, 2023.

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 September 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 and $ 1.5 billion a t March 31, 2023 and December 31, 2022, respectively, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

Stockholders’ Equity / Partners’ Capital

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.

As of March 31, 2023, BXP had 156,829,793 shares of Common Stock outstanding.

As of March 31, 2023, BXP owned 1,754,892 general partnership units and 155,074,901 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 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:

During the three months ended March 31, 2023, BXP did not issue any shares of Common Stock upon the exercise of options to purchase Common Stock.

As a result of the exercise period ending on February 1, 2023, 49,359 options were forfeited.

During the three months ended March 31, 2023, BXP issued 5,188 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 2023 and during the three months ended March 31, 2022:

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

March 31, 2023 April 28, 2023 $ 0.98 $ 0.98

December 30, 2022 January 30, 2023 $ 0.98 $ 0.98

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

Preferred Stock

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 Statements.

On April 1, 2021 , BXP redeemed 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, 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 nine months ended September 30, 2021:

Record Date Payment Date Dividend (Per Share)

February 5, 2021 February 16, 2021 $ 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, 2022 and 2021.

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

2022 2021 2022 2021

to the Company’s share of Net Operating Income and Net Income Attributable to Boston Properties Limited Partnership to the Company’s share of Net Operating Income for the three months ended March 31, 2023 and 2022.

Three months ended March 31,

(in thousands)

Net income attributable to Boston Properties, Inc.

common shareholders

$ 77,890 $ 143,047

Preferred stock redemption charge — — — 6,412

Preferred dividends — — — 2,560

Noncontrolling interest—common units of the Operating Partnership

40,883 11,982 82,821 35,393

Noncontrolling interests in property partnerships 18,660 17,549

Interest expense 134,207 101,228

Losses from early extinguishment of debt — — — 898

Net operating income from unconsolidated joint ventures 40,756 37,321

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

Depreciation and amortization expense 208,734 177,624

1 unchanged sentence

Payroll and related costs from management services contracts

3,900 3,006 11,204 9,166

General and administrative expense 55,802 43,194

1 unchanged sentence

47,097 47,055

Unrealized gain on non-real estate investment 259 —

Gains (losses) from investments in securities 1,665 ( 2,262 )

Other income - assignment fee — — 6,624 —

Interest and other income (loss) 10,941 1,228

Gains on sales of real estate — 22,701

Income (loss) from unconsolidated joint ventures ( 7,569 ) 2,189

Direct reimbursements of payroll and related costs from management services contracts

3,900 3,006 11,204 9,166

Development and management services revenue 8,980 5,831

Company’s share of Net Operating Income $ 484,665 $ 459,582

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

2022 2021 2022 2021

Three months ended March 31,

(in thousands)

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 403,578 $ 122,014 $ 819,195 $ 353,633

Preferred unit redemption charge — — — 6,412

Preferred distributions — — — 2,560

Net income attributable to Boston Properties Limited Partnership $ 88,830 $ 161,829

Noncontrolling interests in property partnerships 18,660 17,549

Interest expense 134,207 101,228

Losses from early extinguishment of debt — — — 898

Net operating income from unconsolidated joint ventures 40,756 37,321

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

Depreciation and amortization expense 206,872 175,886

1 unchanged sentence

Payroll and related costs from management services contracts

3,900 3,006 11,204 9,166

General and administrative expense 55,802 43,194

1 unchanged sentence

47,097 47,055

Unrealized gain on non-real estate investment 259 —

Gains (losses) from investments in securities 1,665 ( 2,262 )

Other income - assignment fee — — 6,624 —

Interest and other income (loss) 10,941 1,228

Gains on sales of real estate — 23,384

Income (loss) from unconsolidated joint ventures ( 7,569 ) 2,189

Direct reimbursements of payroll and related costs from management services contracts

3,900 3,006 11,204 9,166

Development and management services revenue 8,980 5,831

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, 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.

and net income attributable to Boston Properties Limited Partnership, as applicable, the most directly comparable GAAP financial measures, plus (1) net income attributable to noncontrolling interests, interest expense, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts and corporate general and administrative expense less (2) unrealized gain on non-real estate investment, gains (losses) from investments in securities, 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.

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.

common shareholders and net income attributable to Boston Properties Limited Partnership common unitholders.

and net income attributable to Boston Properties Limited Partnership.

For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level.

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.

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), less 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).

The Company’s share of NOI from unconsolidated joint ventures does not include its share of losses from early extinguishment of debt from unconsolidated joint ventures, gains on sales of real estate from unconsolidated joint ventures and gain on sale of investment from unconsolidated joint ventures, both of which are included within Income (Loss) From Unconsolidated Joint Ventures in the Company’s Consolidated Statements of Operations.

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).

The Company’s share of NOI from unconsolidated joint ventures, as defined above, also does not include its share of losses from early extinguishment of debt from unconsolidated joint ventures and unrealized loss on derivative instruments, both of which are included within Income (Loss) From Unconsolidated Joint Ventures in the Company’s Consolidated Statements of Operations.

Management utilizes its share of NOI in assessing its performance as the Company has several significant joint ventures and, in some cases, the Company exercises significant influence over, but does not control, the joint venture, in which case GAAP requires that the Company account for the joint venture entity using the equity method of accounting and the Company does not consolidate it for financial reporting purposes.

3 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, 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.

Interest expense, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts, corporate general and administrative expense, unrealized gain on non-real estate investment, gains (losses) from investments in securities, 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.

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 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.

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.

The Company also presents information for each segment by property type, including Premier Workplace (which includes office, life sciences and retail), Residential and Hotel.

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

For the three months ended September 30, 2022:

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

Rental Revenue:

Office $ 255,958 $ — $ 260,926 $ 134,938 $ 12,293 $ 88,954 $ 753,069

Residential 3,837 — — 3,133 — 7,370 14,340

Hotel 11,749 — — — — — 11,749

Total 271,544 — 260,926 138,071 12,293 96,324 779,158

% of Grand Totals 34.85 % — % 33.49 % 17.72 % 1.58 % 12.36 % 100.00 %

Rental Expenses:

Office 91,226 — 99,942 47,068 3,125 33,317 274,678

Residential 1,552 — — 2,125 — 3,347 7,024

Hotel 8,548 — — — — — 8,548

Total 101,326 — 99,942 49,193 3,125 36,664 290,250

% of Grand Totals 34.91 % — % 34.43 % 16.95 % 1.08 % 12.63 % 100.00 %

Net operating income $ 170,218 $ — $ 160,984 $ 88,878 $ 9,168 $ 59,660 $ 488,908

% of Grand Totals 34.81 % — % 32.93 % 18.18 % 1.88 % 12.20 % 100.00 %

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

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

% of Grand Totals 35.12 % 2.76 % 25.99 % 19.35 % 2.34 % 14.44 % 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, 2021:

For the three months ended March 31, 2023:

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

Rental Revenue:

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

Premier Workplace $ 269,951 $ — $ 258,192 $ 136,093 $ 14,258 $ 90,664 $ 769,158

Residential 4,049 — — 3,642 — 4,035 11,726

3 unchanged sentences

Rental Expenses:

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

Premier Workplace 100,049 — 102,485 46,085 2,960 34,266 285,845

Residential 1,552 — — 2,173 — 1,738 5,463

10 unchanged sentences

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

For the nine months ended September 30, 2022:

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

Rental Revenue:

Office $ 742,972 $ — $ 772,060 $ 401,020 $ 18,765 $ 280,473 $ 2,215,290

Residential 11,181 — — 11,374 — 21,663 44,218

Hotel 28,395 — — — — — 28,395

Total 782,548 — 772,060 412,394 18,765 302,136 2,287,903

% of Grand Totals 34.20 % — % 33.75 % 18.02 % 0.82 % 13.21 % 100.00 %

Rental Expenses:

Office 268,781 — 291,645 135,677 4,805 101,623 802,531

Residential 4,481 — — 9,138 — 9,655 23,274

Hotel 19,832 — — — — — 19,832

Total 293,094 — 291,645 144,815 4,805 111,278 845,637

% of Grand Totals 34.66 % — % 34.49 % 17.12 % 0.57 % 13.16 % 100.00 %

Net operating income $ 489,454 $ — $ 480,415 $ 267,579 $ 13,960 $ 190,858 $ 1,442,266

% of Grand Totals 33.94 % — % 33.31 % 18.55 % 0.97 % 13.23 % 100.00 %

Net operating income attributable to noncontrolling interests in property partnerships ( 34,405 ) — ( 108,818 ) — — — ( 143,223 )

Company’s share of net operating income (loss) from unconsolidated joint ventures 25,996 40,147 ( 397 ) 9,597 5,877 27,127 108,347

Company’s share of net operating income $ 481,045 $ 40,147 $ 371,200 $ 277,176 $ 19,837 $ 217,985 $ 1,407,390

% of Grand Totals 34.18 % 2.85 % 26.38 % 19.69 % 1.41 % 15.49 % 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

Rental Revenue:

Office $ 696,054 $ — $ 760,002 $ 382,119 $ — $ 252,822 $ 2,090,997

Premier Workplace $ 242,078 $ — $ 256,870 $ 132,375 $ — $ 95,565 $ 726,888

Residential 3,596 — — 2,391 — 6,979 12,966

3 unchanged sentences

Rental Expenses:

Office 240,743 — 286,385 124,785 — 94,360 746,273

Premier Workplace 90,528 — 96,340 43,408 — 33,547 263,823

Residential 1,437 — — 1,868 — 3,127 6,432

12 unchanged sentences

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

common shareholders and the number of common shares used in the computation of basic earnings per share (“EPS”), which is calculated by dividing net income attributable to Boston Properties, Inc.

common shareholders by the weighted-average number of common shares outstanding during the period.

and the number of common shares used in the computation of basic earnings per share (“EPS”), which is calculated by dividing net income attributable to Boston Properties, Inc.

by the weighted-average number of common shares 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.

4 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 September 30, 2022

(Numerator) Shares

(Denominator) Per Share

(in thousands, except for per share amounts)

Basic Earnings:

Net income attributable to Boston Properties, Inc.

common shareholders

$ 360,977 156,754 $ 2.30

Allocation of undistributed earnings to participating securities

Net income attributable to Boston Properties, Inc.

common shareholders

360,215 156,754 2.30

Effect of Dilutive Securities:

Stock Based Compensation — 379 ( 0.01 )

Diluted Earnings:

Net income attributable to Boston Properties, Inc.

common shareholders

$ 360,215 157,133 $ 2.29

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

Diluted Earnings:

Net income attributable to Boston Properties, Inc.

common shareholders

$ 108,297 156,598 $ 0.69

Nine months ended September 30, 2022

Three months ended March 31, 2023

(Numerator) Shares

3 unchanged sentences

Net income attributable to Boston Properties, Inc.

common shareholders

$ 77,890 156,803 $ 0.50

Allocation of undistributed earnings to participating securities

( 1,002 ) — ( 0.01 )

Net income attributable to Boston Properties, Inc.

common shareholders

726,142 156,708 4.63

Effect of Dilutive Securities:

Stock Based Compensation — 240 —

— 436 ( 0.01 )

Diluted Earnings:

Net income attributable to Boston Properties, Inc.

common shareholders

$ 77,890 157,043 $ 0.50

Nine months ended September 30, 2021

Three months ended March 31, 2022

(Numerator) Shares

3 unchanged sentences

Net income attributable to Boston Properties, Inc.

common shareholders

$ 143,047 156,650 $ 0.91

1 unchanged sentence

Stock Based Compensation

— 332 ( 0.01 )

Diluted Earnings:

Net income attributable to Boston Properties, Inc.

common shareholders

$ 143,047 157,004 $ 0.91

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.

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

4 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 17,662,000 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

(Denominator) Per Unit

(in thousands, except for per unit amounts)

Basic Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders $ 403,578 174,416 $ 2.31

Allocation of undistributed earnings to participating securities ( 848 ) — —

Net income attributable to Boston Properties, Inc.

common shareholders

402,730 174,416 2.31

Effect of Dilutive Securities:

Stock Based Compensation

— 379 ( 0.01 )

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 402,730 174,795 $ 2.30

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

Nine months ended September 30, 2022

Included in the number of units (the denominator) below are approximately 17,849,000 and 17,626,000 redeemable common units for the three months ended March 31, 2023 and 2022, respectively.

Three months ended March 31, 2023

(Numerator) Units

2 unchanged sentences

Basic Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 819,195 174,339 $ 4.70

Allocation of undistributed earnings to participating securities

( 1,115 ) — ( 0.01 )

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 818,080 174,339 $ 4.69

Net income attributable to Boston Properties Limited Partnership $ 88,830 174,652 $ 0.51

Effect of Dilutive Securities:

Stock Based Compensation

— 436 ( 0.01 )

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 818,080 174,775 $ 4.68

Nine months ended September 30, 2021

Net income attributable to Boston Properties Limited Partnership $ 88,830 174,892 $ 0.51

Three months ended March 31, 2022

(Numerator) Units

7 unchanged sentences

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 353,633 173,410 $ 2.04

Net income attributable to Boston Properties Limited Partnership $ 161,829 174,630 $ 0.93

Stock Option and Incentive Plan

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

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

On January 25, 2023, BXP’s Compensation Committee approved the grant of 2023 MYLTIP awards under the Boston Properties, Inc.

2021 Stock Incentive Plan (the “2021 Plan”) to certain executive officers of BXP, effective February 7, 2023.

The 2023 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 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 2023 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 322,053 LTIP Units with a target of approximately 161,026 LTIP Units and linear interpolation between zero and maximum.

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.

Earned awards (if any) will vest 100% on February 6, 2026, but, in general, may not be converted, redeemed, sold or otherwise transferred for one additional year thereafter.

The 2023 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.

4 unchanged sentences

As a result, an aggregate of 152,460 2020 MYLTIP Units that had been previously granted were automatically forfeited.

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.

During the three months ended March 31, 2023, BXP issued 66,634 shares of restricted common stock and BPLP issued 403,446 LTIP Units and 322,053 2023 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 2023 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 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.

The per unit fair values of the LTIP Units granted were estimated on the dates of grant and for a substantial majority of such units were valued using the following assumptions:

an expected life of 5.7 years, a risk-free interest rate of 1.71 % and an expected price volatility of 31.0 %.

The shares of restricted common stock granted during the three months ended March 31, 2023 were valued at approximately $ 5.0 million.

The LTIP Units granted were valued at approximately $ 28.1 million using a Monte Carlo simulation method model.

Because the 2012 OPP Units and 2013 - 2023 MYLTIP Units are subject to both a service condition and a market condition, the Company recognizes the related compensation expense under the graded vesting attribution method.

2 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 $ 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.

Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and MYLTIP Units was approximately $ 25.9 million and $ 20.9 million for the three months ended March 31, 2023 and 2022, respectively.

At March 31, 2023, there was (1) an aggregate of approximately $ 36.0 million of unrecognized compensation expense related to unvested restricted stock, LTIP Units and 2020 MYLTIP Units and (2) an aggregate of approximately $ 9.1 million of unrecognized compensation expense related to unvested 2021 - 2023 MYLTIP Units that is expected to be recognized over a weighted-average period of approximately 2.4 years.

Subsequent Events

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.

On April 21, 2023, a joint venture in which BXP has a 50 % interest exercised an option to extend by one year the maturity date of its $ 252.6 million construction loan collateralized by its 7750 Wisconsin Avenue property.

The completed 734,000 square foot build-to-suit, premier workplace is located in Bethesda, Maryland and is 100 % leased to an affiliate of Marriott International, Inc.

Effective June 1, 2023, the financing will bear interest at a variable rate equal to Term SOFR plus 1.35 % per annum and will now mature on April 26, 2024, with a one -year extension option, subject to certain conditions.

On April 29, 2023, the Company completed and fully placed in-service 2100 Pennsylvania Avenue, a premier workplace project with approximately 480,000 net rentable square feet located in Washington, DC.

On May 02, 2023 , BPLP executed interest rate swaps in notional amounts aggregating $ 1.2 billion.

These interest rate swaps were entered into to fix Term SOFR under for BPLP’s 2023 Unsecured Term Loan at a weighted-average rate of 4.6420 % for the period commencing on May 4, 2023 and ending on May 16, 2024 .

Based on BPLP’s credit rating as of May 2, 2023, the interest rate for the 2023 Unsecured Term Loan would be 5.592 % (See Note 6).

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