What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-11-07 compared with 2023-08-07 · 368 added, 248 removed, 1071 unchanged (37% of the section changed)

3 unchanged sentences

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

June 30, 2023 December 31, 2022

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,870,107 and $ 6,789,029 at June 30, 2023 and December 31, 2022, respectively)

September 30, 2023 December 31, 2022

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,902,389 and $ 6,789,029 at September 30, 2023 and December 31, 2022, respectively)

$ 26,031,390 $ 25,389,663

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at June 30, 2023 and December 31, 2022, respectively)

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at September 30, 2023 and December 31, 2022, respectively)

237,532 237,510

Right of use assets - operating leases

Right of use assets - operating leases (amounts related to VIEs of $ 156,940 and $ 0 at September 30, 2023 and December 31, 2022, respectively)

322,790 167,351

accumulated depreciation (amounts related to VIEs of $( 1,434,592 ) and $( 1,381,401 ) at June 30, 2023 and December 31, 2022, respectively)

accumulated depreciation (amounts related to VIEs of $( 1,463,949 ) and $( 1,381,401 ) at September 30, 2023 and December 31, 2022, respectively)

( 6,723,616 ) ( 6,298,082 )

Total real estate 19,868,096 19,496,442

Cash and cash equivalents (amounts related to VIEs of $ 256,201 and $ 259,658 at June 30, 2023 and December 31, 2022, respectively)

Cash and cash equivalents (amounts related to VIEs of $ 240,039 and $ 259,658 at September 30, 2023 and December 31, 2022, respectively)

882,647 690,333

2 unchanged sentences

Investments in securities 32,809 32,277

Tenant and other receivables, net (amounts related to VIEs of $ 13,921 and $ 16,521 at June 30, 2023 and December 31, 2022, respectively)

Tenant and other receivables, net (amounts related to VIEs of $ 36,758 and $ 16,521 at September 30, 2023 and December 31, 2022, respectively)

123,138 81,389

1 unchanged sentence

Sales-type lease receivable, net 13,475 12,811

Accrued rental income, net (amounts related to VIEs of $ 382,622 and $ 367,138 at June 30, 2023 and December 31, 2022, respectively)

Accrued rental income, net (amounts related to VIEs of $ 393,227 and $ 367,138 at September 30, 2023 and December 31, 2022, respectively)

1,331,796 1,276,580

Deferred charges, net (amounts related to VIEs of $ 172,655 and $ 176,597 at June 30, 2023 and December 31, 2022, respectively)

Deferred charges, net (amounts related to VIEs of $ 171,998 and $ 176,597 at September 30, 2023 and December 31, 2022, respectively)

692,386 733,282

Prepaid expenses and other assets (amounts related to VIEs of $ 13,534 and $ 11,647 at June 30, 2023 and December 31, 2022, respectively)

Prepaid expenses and other assets (amounts related to VIEs of $ 46,473 and $ 11,647 at September 30, 2023 and December 31, 2022, respectively)

121,431 43,589

2 unchanged sentences

LIABILITIES AND EQUITY

Mortgage notes payable, net (amounts related to VIEs of $ 3,274,764 and $ 3,272,368 at June 30, 2023 and December 31, 2022, respectively)

Mortgage notes payable, net (amounts related to VIEs of $ 3,275,974 and $ 3,272,368 at September 30, 2023 and December 31, 2022, respectively)

$ 3,275,974 $ 3,272,368

2 unchanged sentences

Unsecured term loan, net 1,197,173 730,000

Lease liabilities - finance leases (amounts related to VIEs of $ 20,675 and $ 20,604 at June 30, 2023 and December 31, 2022, respectively)

Lease liabilities - finance leases (amounts related to VIEs of $ 20,710 and $ 20,604 at September 30, 2023 and December 31, 2022, respectively)

253,178 249,335

Lease liabilities - operating leases 204,826 204,686

Accounts payable and accrued expenses (amounts related to VIEs of $ 57,852 and $ 29,466 at June 30, 2023 and December 31, 2022, respectively)

Lease liabilities - operating leases (amounts related to VIEs of $ 136,332 and $ 0 at September 30, 2023 and December 31, 2022, respectively)

341,299 204,686

Accounts payable and accrued expenses (amounts related to VIEs of $ 43,696 and $ 29,466 at September 30, 2023 and December 31, 2022, respectively)

462,240 417,545

Dividends and distributions payable 171,916 170,643

1 unchanged sentence

128,422 103,774

Other liabilities (amounts related to VIEs of $ 101,301 and $ 114,232 at June 30, 2023 and December 31, 2022, respectively)

Other liabilities (amounts related to VIEs of $ 106,566 and $ 114,232 at September 30, 2023 and December 31, 2022, respectively)

380,014 450,918

Total liabilities 16,698,784 15,837,237

Commitments and contingencies (See Note 8)

Redeemable deferred stock units— 108,642 and 97,853 units outstanding at redemption value at June 30, 2023 and December 31, 2022, respectively

BOSTON PROPERTIES, INC.

1 unchanged sentence

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Commitments and contingencies (See Note 8)

Redeemable deferred stock units— 114,124 and 97,853 units outstanding at redemption value at September 30, 2023 and December 31, 2022, respectively

Stockholders’ equity attributable to Boston Properties, Inc.:

1 unchanged sentence

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

Common stock, $ 0.01 par value, 250,000,000 shares authorized, 156,932,300 and 156,836,767 issued and 156,853,400 and 156,757,867 outstanding at June 30, 2023 and December 31, 2022, respectively

Common stock, $ 0.01 par value, 250,000,000 shares authorized, 157,018,080 and 156,836,767 issued and 156,939,180 and 156,757,867 outstanding at September 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

1 unchanged sentence

Dividends in excess of earnings ( 782,275 ) ( 391,356 )

Treasury common stock at cost, 78,900 shares at June 30, 2023 and December 31, 2022

Treasury common stock at cost, 78,900 shares at September 30, 2023 and December 31, 2022

( 2,722 ) ( 2,722 )

Accumulated other comprehensive loss ( 3,406 ) ( 13,718 )

Accumulated other comprehensive income (loss) 2,866 ( 13,718 )

Total stockholders’ equity attributable to Boston Properties, Inc.

9 unchanged sentences

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

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

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

2023 2022 2023 2022

14 unchanged sentences

Other income (expense)

Income (loss) from unconsolidated joint ventures ( 6,668 ) ( 54 ) ( 14,237 ) 2,135

Loss from unconsolidated joint ventures ( 247,556 ) ( 3,524 ) ( 261,793 ) ( 1,389 )

Gains on sales of real estate 517 262,345 517 381,293

2 unchanged sentences

Gains (losses) from investments in securities ( 925 ) ( 1,571 ) 2,311 ( 8,549 )

Unrealized gain on non-real estate investment 124 — 383 —

Unrealized gain (loss) on non-real estate investment ( 51 ) — 332 —

Interest expense ( 147,812 ) ( 111,846 ) ( 424,492 ) ( 317,216 )

Net income 136,184 267,243 241,812 444,200

Net income attributable to noncontrolling interests

Net income (loss) ( 103,543 ) 420,661 138,269 864,861

Net (income) loss attributable to noncontrolling interests

Noncontrolling interests in property partnerships ( 20,909 ) ( 18,801 ) ( 59,337 ) ( 54,896 )

Noncontrolling interest—common units of the Operating Partnership 12,626 ( 40,883 ) ( 8,642 ) ( 82,821 )

Net income attributable to Boston Properties, Inc.

Net income (loss) attributable to Boston Properties, Inc.

$ ( 111,826 ) $ 360,977 $ 70,290 $ 727,144

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

Net income $ 0.67 $ 1.42 $ 1.16 $ 2.33

Net income (loss) $ ( 0.71 ) $ 2.30 $ 0.45 $ 4.63

Weighted average number of common shares outstanding 156,880 156,754 156,837 156,708

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

Net income $ 0.66 $ 1.42 $ 1.16 $ 2.33

Net income (loss) $ ( 0.71 ) $ 2.29 $ 0.45 $ 4.62

Weighted average number of common and common equivalent shares outstanding

2 unchanged sentences

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited and in thousands)

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

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

2023 2022 2023 2022

Net income $ 136,184 $ 267,243 $ 241,812 $ 444,200

Net income (loss) $ ( 103,543 ) $ 420,661 $ 138,269 $ 864,861

Other comprehensive income:

2 unchanged sentences

Other comprehensive income 7,136 12,477 18,912 23,430

Comprehensive income 152,823 268,955 253,588 455,153

Comprehensive income (loss) ( 96,407 ) 433,138 157,181 888,291

Net income attributable to noncontrolling interests ( 8,283 ) ( 59,684 ) ( 67,979 ) ( 137,717 )

Other comprehensive income attributable to noncontrolling interests ( 864 ) ( 1,390 ) ( 2,327 ) ( 2,757 )

Comprehensive income attributable to Boston Properties, Inc.

Comprehensive income (loss) attributable to Boston Properties, Inc.

$ ( 105,554 ) $ 372,064 $ 86,875 $ 747,817

8 unchanged sentences

Shares Amount

Equity, March 31, 2023

Equity, June 30, 2023

156,854 $ 1,569 $ 6,561,161 $ ( 516,550 ) $ ( 2,722 ) $ ( 3,406 ) $ 689,123 $ 1,557,368 $ 8,286,543

Redemption of operating partnership units to common stock 79 — 2,920 — — — ( 2,920 ) — —

Allocated net income for the period — — — 104,325 — — 12,091 19,768 136,184

Allocated net income (loss) for the period — — — ( 111,925 ) — — ( 12,527 ) 20,909 ( 103,543 )

Dividends/distributions declared — — — ( 153,800 ) — — ( 18,301 ) — ( 172,101 )

Shares issued pursuant to stock purchase plan 10 — 570 — — — — — 570

Net activity from stock option and incentive plan ( 4 ) — 421 — — — 4,065 — 4,486

Contributions from noncontrolling interests in property partnerships — — — — — — — 5,116 5,116

Non-cash contributions from noncontrolling interests in property partnerships — — — — — — — 17,519 17,519

Distributions to noncontrolling interests in property partnerships — — — — — — — ( 12,150 ) ( 12,150 )

2 unchanged sentences

Reallocation of noncontrolling interest — — 3,573 — — — ( 3,573 ) — —

Equity, June 30, 2023

Equity, September 30, 2023

156,939 $ 1,569 $ 6,568,645 $ ( 782,275 ) $ ( 2,722 ) $ 2,866 $ 656,587 $ 1,588,906 $ 8,033,576

Equity, March 31, 2022

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

2 unchanged sentences

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

3 unchanged sentences

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

Equity, June 30, 2022

Equity, September 30, 2022

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

12 unchanged sentences

Contributions from noncontrolling interests in property partnerships — — — — — — — 12,671 12,671

Non-cash contributions from noncontrolling interests in property partnerships — — — — — — — 17,519 17,519

Distributions to noncontrolling interests in property partnerships — — — — — — — ( 48,370 ) ( 48,370 )

2 unchanged sentences

Reallocation of noncontrolling interest — — 20,870 — — — ( 20,870 ) — —

Equity, June 30, 2023

Equity, September 30, 2023

156,939 $ 1,569 $ 6,568,645 $ ( 782,275 ) $ ( 2,722 ) $ 2,866 $ 656,587 $ 1,588,906 $ 8,033,576

10 unchanged sentences

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

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

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

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

2 unchanged sentences

(unaudited and in thousands)

Six months ended June 30,

Nine months ended September 30,

Cash flows from operating activities:

Net income $ 241,812 $ 444,200

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss) $ 138,269 $ 864,861

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 618,746 551,445

1 unchanged sentence

Non-cash compensation expense 46,699 44,208

Loss (income) from unconsolidated joint ventures 14,237 ( 2,135 )

Loss from unconsolidated joint ventures 261,793 1,389

Distributions of net cash flow from operations of unconsolidated joint ventures 21,871 20,511

10 unchanged sentences

Prepaid expenses and other assets ( 76,621 ) ( 46,104 )

Right of use assets - operating lease ( 25,640 ) —

Lease liabilities - operating leases 282 447

22 unchanged sentences

(unaudited and in thousands)

Six months ended June 30,

Nine months ended September 30,

Cash flows from financing activities:

Proceeds from unsecured senior notes 747,727 —

Repayment / redemption of unsecured senior notes ( 500,000 ) —

Borrowings on unsecured line of credit — 885,000

8 unchanged sentences

Net cash provided by financing activities 154,782 348,545

Net increase in cash and cash equivalents and cash held in escrows 891,678 1,692

Net increase (decrease) in cash and cash equivalents and cash held in escrows 193,576 ( 52,272 )

Cash and cash equivalents and cash held in escrows, beginning of period 736,812 501,158

13 unchanged sentences

Change in real estate included in accounts payable and accrued expenses $ 29,435 $ 29,290

Right of use assets obtained in exchange for lease liabilities $ 134,509 $ —

Non-cash contributions from noncontrolling interests in property partnerships $ 17,519 $ —

Capitalized operating lease costs $ 5,031 $ —

Construction in progress from prepaid expenses and other assets $ 25,577 $ —

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

7 unchanged sentences

(unaudited and in thousands, except for unit amounts)

June 30, 2023 December 31, 2022

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,870,107 and $ 6,789,029 at June 30, 2023 and December 31, 2022, respectively)

September 30, 2023 December 31, 2022

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,902,389 and $ 6,789,029 at September 30, 2023 and December 31, 2022, respectively)

$ 25,665,125 $ 25,022,149

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at June 30, 2023 and December 31, 2022, respectively)

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at September 30, 2023 and December 31, 2022, respectively)

237,532 237,510

Right of use assets - operating leases 166,421 167,351

accumulated depreciation (amounts related to VIEs of $( 1,434,592 ) and $( 1,381,401 ) at June 30, 2023 and December 31, 2022, respectively)

Right of use assets - operating leases (amounts related to VIEs of $ 156,940 and $ 0 at September 30, 2023 and December 31, 2022, respectively)

322,790 167,351

accumulated depreciation (amounts related to VIEs of $( 1,463,949 ) and $( 1,381,401 ) at September 30, 2023 and December 31, 2022, respectively)

( 6,601,957 ) ( 6,180,474 )

Total real estate 19,623,490 19,246,536

Cash and cash equivalents (amounts related to VIEs of $ 256,201 and $ 259,658 at June 30, 2023 and December 31, 2022, respectively)

Cash and cash equivalents (amounts related to VIEs of $ 240,039 and $ 259,658 at September 30, 2023 and December 31, 2022, respectively)

882,647 690,333

2 unchanged sentences

Investments in securities 32,809 32,277

Tenant and other receivables, net (amounts related to VIEs of $ 13,921 and $ 16,521 at June 30, 2023 and December 31, 2022, respectively)

Tenant and other receivables, net (amounts related to VIEs of $ 36,758 and $ 16,521 at September 30, 2023 and December 31, 2022, respectively)

123,138 81,389

1 unchanged sentence

Sales-type lease receivable, net 13,475 12,811

Accrued rental income, net (amounts related to VIEs of $ 382,622 and $ 367,138 at June 30, 2023 and December 31, 2022, respectively)

Accrued rental income, net (amounts related to VIEs of $ 393,227 and $ 367,138 at September 30, 2023 and December 31, 2022, respectively)

1,331,796 1,276,580

Deferred charges, net (amounts related to VIEs of $ 172,655 and $ 176,597 at June 30, 2023 and December 31, 2022, respectively)

Deferred charges, net (amounts related to VIEs of $ 171,998 and $ 176,597 at September 30, 2023 and December 31, 2022, respectively)

692,386 733,282

Prepaid expenses and other assets (amounts related to VIEs of $ 13,534 and $ 11,647 at June 30, 2023 and December 31, 2022, respectively)

Prepaid expenses and other assets (amounts related to VIEs of $ 46,473 and $ 11,647 at September 30, 2023 and December 31, 2022, respectively)

121,431 43,589

2 unchanged sentences

LIABILITIES AND CAPITAL

Mortgage notes payable, net (amounts related to VIEs of $ 3,274,764 and $ 3,272,368 at June 30, 2023 and December 31, 2022, respectively)

Mortgage notes payable, net (amounts related to VIEs of $ 3,275,974 and $ 3,272,368 at September 30, 2023 and December 31, 2022, respectively)

$ 3,275,974 $ 3,272,368

2 unchanged sentences

Unsecured term loan, net 1,197,173 730,000

Lease liabilities - finance leases (amounts related to VIEs of $ 20,675 and $ 20,604 at June 30, 2023 and December 31, 2022, respectively)

Lease liabilities - finance leases (amounts related to VIEs of $ 20,710 and $ 20,604 at September 30, 2023 and December 31, 2022, respectively)

253,178 249,335

Lease liabilities - operating leases

Lease liabilities - operating leases (amounts related to VIEs of $ 136,332 and $ 0 at September 30, 2023 and December 31, 2022, respectively)

341,299 204,686

Accounts payable and accrued expenses (amounts related to VIEs of $ 57,852 and $ 29,466 at June 30, 2023 and December 31, 2022, respectively)

Accounts payable and accrued expenses (amounts related to VIEs of $ 43,696 and $ 29,466 at September 30, 2023 and December 31, 2022, respectively)

462,240 417,545

2 unchanged sentences

128,422 103,774

Other liabilities (amounts related to VIEs of $ 101,301 and $ 114,232 at June 30, 2023 and December 31, 2022, respectively)

Other liabilities (amounts related to VIEs of $ 106,566 and $ 114,232 at September 30, 2023 and December 31, 2022, respectively)

380,014 450,918

1 unchanged sentence

Commitments and contingencies (See Note 8)

Redeemable deferred stock units— 108,642 and 97,853 units outstanding at redemption value at June 30, 2023 and December 31, 2022, respectively

Redeemable deferred stock units— 114,124 and 97,853 units outstanding at redemption value at September 30, 2023 and December 31, 2022, respectively

BOSTON PROPERTIES LIMITED PARTNERSHIP

1 unchanged sentence

(unaudited and in thousands, except for unit amounts)

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Noncontrolling interests:

Redeemable partnership units— 16,522,540 and 16,531,172 common units and 2,135,852 and 1,679,175 long term incentive units outstanding at redemption value at June 30, 2023 and December 31, 2022, respectively

Redeemable partnership units— 16,509,597 and 16,531,172 common units and 2,072,732 and 1,679,175 long term incentive units outstanding at redemption value at September 30, 2023 and December 31, 2022, respectively

1,160,753 1,280,886

Boston Properties Limited Partnership partners’ capital— 1,755,118 and 1,749,682 general partner units and 155,098,282 and 155,008,185 limited partner units outstanding at June 30, 2023 and December 31, 2022, respectively

Boston Properties Limited Partnership partners’ capital— 1,755,215 and 1,749,682 general partner units and 155,183,965 and 155,008,185 limited partner units outstanding at September 30, 2023 and December 31, 2022, respectively

5,036,445 5,299,428

Accumulated other comprehensive loss ( 3,406 ) ( 13,718 )

Accumulated other comprehensive income (loss) 2,866 ( 13,718 )

Total partners’ capital 5,039,311 5,285,710

6 unchanged sentences

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

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

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

2023 2022 2023 2022

14 unchanged sentences

Other income (expense)

Income (loss) from unconsolidated joint ventures ( 6,668 ) ( 54 ) ( 14,237 ) 2,135

Loss from unconsolidated joint ventures ( 247,556 ) ( 3,524 ) ( 261,793 ) ( 1,389 )

Gains on sales of real estate 517 262,357 517 385,349

2 unchanged sentences

Gains (losses) from investments in securities ( 925 ) ( 1,571 ) 2,311 ( 8,549 )

Unrealized gain on non-real estate investment 124 — 383 —

Unrealized gain (loss) on non-real estate investment ( 51 ) — 332 —

Interest expense ( 147,812 ) ( 111,846 ) ( 424,492 ) ( 317,216 )

Net income 137,866 272,334 245,356 451,712

Net income attributable to noncontrolling interests

Net income (loss) ( 101,787 ) 422,379 143,569 874,091

Net (income) loss attributable to noncontrolling interests

Noncontrolling interests in property partnerships ( 20,909 ) ( 18,801 ) ( 59,337 ) ( 54,896 )

Net income attributable to Boston Properties Limited Partnership $ 118,098 $ 253,788 $ 206,928 $ 415,617

Net income (loss) attributable to Boston Properties Limited Partnership $ ( 122,696 ) $ 403,578 $ 84,232 $ 819,195

Basic earnings per common unit attributable to Boston Properties Limited Partnership

Net income $ 0.68 $ 1.45 $ 1.18 $ 2.38

Net income (loss) $ ( 0.70 ) $ 2.31 $ 0.48 $ 4.69

Weighted average number of common units outstanding 174,882 174,416 174,765 174,339

Diluted earnings per common unit attributable to Boston Properties Limited Partnership

Net income $ 0.67 $ 1.45 $ 1.18 $ 2.38

Net income (loss) $ ( 0.70 ) $ 2.30 $ 0.48 $ 4.68

Weighted average number of common and common equivalent units outstanding

2 unchanged sentences

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited and in thousands)

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

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

2023 2022 2023 2022

Net income $ 137,866 $ 272,334 $ 245,356 $ 451,712

Net income (loss) $ ( 101,787 ) $ 422,379 $ 143,569 $ 874,091

Other comprehensive income:

2 unchanged sentences

Other comprehensive income 7,136 12,477 18,912 23,430

Comprehensive income 154,505 274,046 257,132 462,665

Comprehensive income (loss) ( 94,651 ) 434,856 162,481 897,521

Comprehensive income attributable to noncontrolling interests ( 21,053 ) ( 18,945 ) ( 59,769 ) ( 55,328 )

Comprehensive income attributable to Boston Properties Limited Partnership

$ 134,593 $ 255,356 $ 218,416 $ 426,282

Comprehensive income (loss) attributable to Boston Properties Limited Partnership $ ( 115,704 ) $ 415,911 $ 102,712 $ 842,193

_______________

8 unchanged sentences

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

Equity, March 31, 2023 1,755 155,075 $ 5,449,936 $ ( 18,214 ) $ 1,552,070 $ 6,983,792 $ 1,074,648

Equity, June 30, 2023 1,755 155,098 $ 5,351,166 $ ( 3,406 ) $ 1,557,368 $ 6,905,128 $ 1,135,053

Net activity from contributions and unearned compensation — 7 991 — — 991 4,065

Allocated net income for the period — — 106,007 — 19,768 125,775 12,091

Allocated net income (loss) for the period — — ( 110,169 ) — 20,909 ( 89,260 ) ( 12,527 )

Distributions — — ( 153,800 ) — — ( 153,800 ) ( 18,301 )

3 unchanged sentences

Amortization of interest rate contracts — — — 1,376 144 1,520 157

Contributions from noncontrolling interests in property partnerships — — — — 5,116 5,116 —

Non-cash contributions from noncontrolling interests in property partnerships — — — — 17,519 17,519 —

Distributions to noncontrolling interests in property partnerships — — — — ( 12,150 ) ( 12,150 ) —

Equity, June 30, 2023

Equity, September 30, 2023

1,755 155,184 $ 5,036,445 $ 2,866 $ 1,588,906 $ 6,628,217 $ 1,160,753

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

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

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

6 unchanged sentences

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

Equity, June 30, 2022

Equity, September 30, 2022

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

15 unchanged sentences

Contributions from noncontrolling interests in property partnerships — — — — 12,671 12,671 —

Non-cash contributions from noncontrolling interests in property partnerships — — — — 17,519 17,519 —

Distributions to noncontrolling interests in property partnerships — — — — ( 48,370 ) ( 48,370 ) —

Equity, June 30, 2023

Equity, September 30, 2023

1,755 155,184 $ 5,036,445 $ 2,866 $ 1,588,906 $ 6,628,217 $ 1,160,753

9 unchanged sentences

Distributions to noncontrolling interests in property partnerships — — — — ( 61,229 ) ( 61,229 ) —

Equity, June 30, 2022

Equity, September 30, 2022

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

3 unchanged sentences

(unaudited and in thousands)

Six months ended June 30,

Nine months ended September 30,

Cash flows from operating activities:

Net income $ 245,356 $ 451,712

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss) $ 143,569 $ 874,091

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 613,446 546,271

1 unchanged sentence

Non-cash compensation expense 46,699 44,208

Loss (income) from unconsolidated joint ventures 14,237 ( 2,135 )

Loss from unconsolidated joint ventures 261,793 1,389

Distributions of net cash flow from operations of unconsolidated joint ventures 21,871 20,511

10 unchanged sentences

Prepaid expenses and other assets ( 76,621 ) ( 46,104 )

Right of use assets - operating lease ( 25,640 ) —

Lease liabilities - operating leases 282 447

19 unchanged sentences

Net cash used in investing activities ( 875,578 ) ( 1,313,220 )

Cash flows from financing activities:

BOSTON PROPERTIES LIMITED PARTNERSHIP

1 unchanged sentence

(unaudited and in thousands)

Six months ended June 30,

Cash flows from financing activities:

Nine months ended September 30,

Proceeds from unsecured senior notes 747,727 —

Repayment / redemption of unsecured senior notes ( 500,000 ) —

Borrowings on unsecured line of credit — 885,000

8 unchanged sentences

Net cash provided by financing activities 154,782 348,545

Net increase in cash and cash equivalents and cash held in escrows 891,678 1,692

Net increase (decrease) in cash and cash equivalents and cash held in escrows 193,576 ( 52,272 )

Cash and cash equivalents and cash held in escrows, beginning of period 736,812 501,158

13 unchanged sentences

Change in real estate included in accounts payable and accrued expenses $ 29,435 $ 29,290

Right of use assets obtained in exchange for lease liabilities $ 134,509 $ —

Non-cash contributions from noncontrolling interests in property partnerships $ 17,519 $ —

Capitalized operating lease costs $ 5,031 $ —

Construction in progress from prepaid expenses and other assets $ 25,577 $ —

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

8 unchanged sentences

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

BXP is the sole general partner of BPLP, its operating partnership, and at June 30, 2023 owned an approximate 89.4 % ( 89.6 % at December 31, 2022) general and limited partnership interest in BPLP.

BXP is the sole general partner of BPLP, its operating partnership, and at September 30, 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 9 and 13).

At June 30, 2023, the Company owned or had joint venture interests in a portfolio of 191 commercial real estate properties (the “Properties”) aggregating approximately 54.1 million net rentable square feet of primarily premier workplaces, including 13 properties under construction/redevelopment totaling approximately 3.1 million net rentable square feet.

At June 30, 2023, the Properties consisted of:

At September 30, 2023, the Company owned or had joint venture interests in a portfolio of 190 commercial real estate properties (the “Properties”) aggregating approximately 53.5 million net rentable square feet of primarily premier workplaces, including 11 properties under construction/redevelopment totaling approximately 2.8 million net rentable square feet.

At September 30, 2023, the Properties consisted of:

• 169 office and life sciences properties (including 8 properties under construction/redevelopment);

18 unchanged sentences

These financial statements should be read in conjunction with the Company’s financial statements and notes thereto contained in the Company’s Annual Report in the Company’s Form 10-K for its fiscal year ended December 31, 2022.

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

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

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

4 unchanged sentences

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

The Company has identified six entities that are VIEs as of June 30, 2023 and has determined that it is the primary beneficiary for all of these entities as of June 30, 2023.

The Company has identified eight entities that are VIEs as of September 30, 2023 and has determined that it is the primary beneficiary for seven of the eight entities that are VIEs as of September 30, 2023.

Consolidated Variable Interest Entities

As of June 30, 2023, BXP has identified six consolidated VIEs, including BPLP.

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

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

As of September 30, 2023, BXP has identified seven consolidated VIEs, including BPLP.

Excluding BPLP, the consolidated VIEs consisted of (i) the following five in-service properties:

767 Fifth Avenue (the General Motors Building), Times Square Tower, 601 Lexington Avenue, Atlantic Wharf Office Building and 100 Federal Street, (ii) 343 Madison Avenue, which is categorized as land held for future development.

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

1 unchanged sentence

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

Variable Interest Entities Not Consolidated

The Company has determined BP/CRF Metropolitan Square LLC is a VIE.

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

Fair Value Measurements

The Company follows the authoritative guidance for fair value measurements.

The table below presents for June 30, 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”).

The table below presents for September 30, 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

9 unchanged sentences

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 June 30, 2023 and December 31, 2022 (in thousands):

June 30, 2023 December 31, 2022

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 September 30, 2023 and December 31, 2022 (in thousands):

September 30, 2023 December 31, 2022

Amount Estimated

14 unchanged sentences

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties.

However, as of June 30, 2023, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.

However, as of September 30, 2023, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.

As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The following table presents the aggregate fair value of the Company’s interest rate swaps as of June 30, 2023 and December 31, 2022 (in thousands):

Fair value June 30, 2023 December 31, 2022

The following table presents the aggregate fair value of the Company’s interest rate swaps as of September 30, 2023 and December 31, 2022 (in thousands):

Fair value September 30, 2023 December 31, 2022

Interest rate swaps $ 5,457 $ —

Real estate consisted of the following at June 30, 2023 and December 31, 2022 (in thousands):

June 30, 2023 December 31, 2022

Newly Issued Accounting Pronouncements

Business Combinations - Joint Venture Formations

In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05, “Business Combinations - Joint Venture Formations (Subtopic 805-60)” (“ASU 2023-05”).

ASU 2023-05 is intended to (1) address accounting for contributions made to a joint venture upon formation and (2) reduce diversity in practice.

ASU 2023-05 is effective for all joint ventures formed on or after January 1, 2025, with early adoption permitted.

The Company is currently assessing the potential impact that the adoption of ASU 2023-05 will have on the Company's consolidated financial statements .

Real estate consisted of the following at September 30, 2023 and December 31, 2022 (in thousands):

September 30, 2023 December 31, 2022

Land $ 5,200,195 $ 5,189,811

10 unchanged sentences

_______________

(1) See Note 4.

(2) Includes pre-development costs.

Real estate consisted of the following at June 30, 2023 and December 31, 2022 (in thousands):

June 30, 2023 December 31, 2022

Real estate consisted of the following at September 30, 2023 and December 31, 2022 (in thousands):

September 30, 2023 December 31, 2022

Land $ 5,105,486 $ 5,095,102

10 unchanged sentences

_______________

(1) See Note 4.

(2) Includes pre-development costs.

3 unchanged sentences

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

There can be no assurance that the Company will complete development of the project on the terms and schedule currently contemplated or at all.

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 six months ended June 30, 2023 associated with the acceleration of depreciation on the assets being removed from service and demolished as part of the redevelopment of the property.

BXP and BPLP recognized approximately $ 11.0 million of depreciation expense during the nine months ended September 30, 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.

2 unchanged sentences

View Boston observatory at The Prudential Center consists of approximately 63,000 net rentable square feet of retail, including food and beverage, and observation space.

On July 20, 2023, the Company completed and fully placed in-service 140 Kendrick Street - Building A, a premier workplace redevelopment project with approximately 104,000 net rentable square feet located in Needham, Massachusetts.

The property is the first Net Zero, Carbon Neutral office repositioning of its scale in Massachusetts.

On September 26, 2023, the Company partially placed in-service 180 CityPoint, an approximately 329,000 net rentable square feet laboratory/life sciences project located in Waltham, Massachusetts.

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 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.

When evaluating the collectability of these accrued rent and accounts receivable balances, management considers tenant creditworthiness, current economic trends, 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 under the Company’s operating and sales-type leases for the three and six months ended June 30, 2023 and 2022 and included within the Company's Consolidated Statements of Operations (in thousands):

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

The following table summarizes the components of lease revenue recognized under the Company’s operating and sales-type leases for the three and nine months ended September 30, 2023 and 2022 and included within the Company's Consolidated Statements of Operations (in thousands):

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

Lease Revenue 2023 2022 2023 2022

1 unchanged sentence

Variable lease payments 140,210 128,377 407,528 367,438

Sales-type lease income 229 — 455 —

Sales-type lease revenue 233 — 688 —

$ 767,181 $ 739,255 $ 2,285,789 $ 2,179,274

On August 1, 2023, a consolidated joint venture in which the Company has a 55 % interest executed an up to 99 -year ground lease with the Metropolitan Transportation Authority for an approximately 25,000 square foot site, the 343 Madison Avenue project in New York City (see Note 9).

The 343 Madison Avenue project contemplates the construction of (1) a direct entrance to the Long Island Railroad’s new east side access project (Grand Central Madison) (“Phase 1”) and (2) an approximately 900,000 square foot premier workplace building with ground floor retail (“Phase 2”).

The joint venture has the option until July 31, 2025 to terminate the ground lease prior to construction of the new building and receive reimbursement of up to $ 117.0 million for the cost of the construction of Phase 1.

The Company is reasonably certain that it will not exercise this termination option as the Company completed a long-term competitive process to obtain the right to ground lease this site.

There can be no assurance that Phase 1 will be completed on the terms currently contemplated or that Phase 2 of the development project will commence on the terms currently contemplated or at all.

There is no rent due under the ground lease for the period from August 1, 2023 through July 31, 2028, with the exception of a payment of approximately $ 21.8 million that is due on July 31, 2025.

Beginning August 1, 2028, the lease requires rent of approximately $ 10.9 million per year with adjustments every five years , with a minimum increase of 110 % of the ground rent from the prior year.

The incremental borrowing rate for this lease is 8.41 % per annum.

The net present value of the ground lease payments is approximately $ 134.5 million.

The lease required the joint venture to pay a non-refundable deposit totaling $ 25.0 million, of which $ 15.0 million was placed in escrow in 2022 with the signing of a pre-lease agreement and $ 10.0 million was paid in 2023 as a requirement of entering into the ground lease.

The consolidated joint venture classifies this ground lease as an operating lease.

As a result, the consolidated joint venture recorded a Right of Use Assets – Operating Leases and Lease Liabilities – Operating Leases of approximately $ 160.1 million and $ 134.5 million, respectively, on its Consolidated Balance Sheets.

The 343 Madison Avenue ground lease had operating lease costs of approximately $ 5.0 million and $ 5.0 million for the three and nine months ended September 30, 2023 , respectively.

The following table provides a maturity analysis for the 343 Madison Avenue operating lease as of August 1, 2023 (in thousands):

Period from August 1, 2023 through December 31, 2023 $ —

Thereafter 3,027,718

Total lease payments 3,054,054

Interest portion ( 2,919,545 )

Present value of lease payments $ 134,509

Investments in Unconsolidated Joint Ventures

The investments in unconsolidated joint ventures consist of the following at June 30, 2023 and December 31, 2022:

The investments in unconsolidated joint ventures consist of the following at September 30, 2023 and December 31, 2022:

Carrying Value of Investment (1)

Entity Properties Nominal % Ownership June 30, 2023 December 31, 2022

Entity Properties Nominal % Ownership September 30, 2023 December 31, 2022

(in thousands)

23 unchanged sentences

360 PAS Holdco LLC 360 Park Avenue South 42.21 % (7)(9) 59,979 114,992

PR II/BXP Reston Gateway LLC Reston Next Residential 20.00 % 11,796 11,351

PR II/BXP Reston Gateway LLC Skymark - Reston Next Residential 20.00 % 14,551 11,351

751 Gateway Holdings LLC 751 Gateway 49.00 % 90,733 80,714

3 unchanged sentences

_______________

(1) Investments with deficit balances aggregating approximately $ 77.9 million and $ 85.4 million at June 30, 2023 and December 31, 2022, respectively, are included within Other Liabilities in the Company’s Consolidated Balance Sheets.

(1) Investments with deficit balances aggregating approximately $ 40.0 million and $ 85.4 million at September 30, 2023 and December 31, 2022, respectively, are included within Other Liabilities in the Company’s Consolidated Balance Sheets.

(2) This entity is a VIE as of September 30, 2023 (See Note 2).

During the three months ended September 30, 2023, the Company completed a restructuring of its ownership in Metropolitan Square, as described below in this Note 5 and Note 14.

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

At June 30, 2023 and December 31, 2022, the Company’s economic ownership was approximately 50 %.

At September 30, 2023 and December 31, 2022, the Company’s economic ownership was approximately 50 %.

(4) 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.

1 unchanged sentence

(6) At December 31, 2022, this entity was a VIE.

(7) During the three months ended September 30, 2023, the Company recognized an other-than-temporary impairment loss on its investment.

(8) 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.

5 unchanged sentences

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

(in thousands)

11 unchanged sentences

_______________

(1) At June 30, 2023 and December 31, 2022, this amount included right of use assets - finance leases totaling approximately $ 248.9 million.

At June 30, 2023 and December 31, 2022, this amount included right of use assets - operating leases totaling approximately $ 20.6 million and $ 21.2 million, respectively.

(2) At June 30, 2023 and December 31, 2022, this amount included lease liabilities - finance leases totaling approximately $ 379.7 million and $ 382.2 million, respectively.

At June 30, 2023 and December 31, 2022, this amount included lease liabilities - operating leases totaling approximately $ 30.5 million.

(1) At September 30, 2023 and December 31, 2022, this amount included right of use assets - finance leases totaling approximately $ 248.9 million.

At September 30, 2023 and December 31, 2022, this amount included right of use assets - operating leases totaling approximately $ 20.3 million and $ 21.2 million, respectively.

(2) At September 30, 2023 and December 31, 2022, this amount included lease liabilities - finance leases totaling approximately $ 378.4 million and $ 382.2 million, respectively.

At September 30, 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.

Basis differentials result from impairments of investments, acquisitions through joint ventures with no change in control and upon the transfer of assets that were previously owned by the Company into a joint venture.

During the three months ended September 30, 2023, the Company recognized an other-than-temporary impairment loss on its investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza of approximately $ 155.2 million, $ 54.0 million, $ 33.4 million and $ 29.9 million, respectively, as well as a $ 35.8 million gain on investment related to Metropolitan Square, as described below in this Note 5.

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

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Property (in thousands)

2 unchanged sentences

Gateway Commons 48,199 47,808

Metropolitan Square 37,053 1,320

Safeco Plaza ( 29,962 ) ( 15 )

360 Park Avenue South ( 47,147 ) 3,798

Dock 72 ( 96,366 ) ( 98,980 )

Platform 16 ( 143,803 ) 7,108

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 $ 77.9 million and $ 85.4 million at June 30, 2023 and December 31, 2022, respectively, are reflected within Other Liabilities in the Company’s Consolidated Balance Sheets.

(4) Investments with deficit balances aggregating approximately $ 40.0 million and $ 85.4 million at September 30, 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 June 30, Six months ended June 30,

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

2023 2022 2023 2022

9 unchanged sentences

Unrealized gain on derivative instruments 10,242 — 14,089 —

Net income (loss) $ 8,143 $ ( 805 ) $ ( 15,552 ) $ 1,681

Net loss $ ( 11,981 ) $ ( 9,635 ) $ ( 27,533 ) $ ( 7,954 )

Company’s share of net income (loss) $ ( 4,476 ) $ ( 2,251 ) $ ( 10,739 ) $ 2,225

Gain on investment (2) 35,756 — 35,756 —

Impairment losses on investments (3) ( 272,603 ) — ( 272,603 ) —

Basis differential (4) ( 6,233 ) ( 1,273 ) ( 14,207 ) ( 3,614 )

Income (loss) from unconsolidated joint ventures $ ( 6,668 ) $ ( 54 ) $ ( 14,237 ) $ 2,135

Loss from unconsolidated joint ventures $ ( 247,556 ) $ ( 3,524 ) $ ( 261,793 ) $ ( 1,389 )

_______________

(1) Includes straight-line rent adjustments of approximately $ 6.9 million and $ 17.8 million for the three months ended June 30, 2023 and 2022, respectively, and approximately $ 13.2 million and $ 45.3 million for the six months ended June 30, 2023 and 2022, respectively.

(2) Includes straight-line rent adjustments of approximately $ 0.4 million and $ 0.1 million for the three months ended June 30, 2023 and 2022, respectively, and approximately $ 0.7 million and $ 0.2 million for the six months ended June 30, 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 June 30, 2023 and 2022, respectively, and approximately $ 0.4 million and $ 0.2 million for the six months ended June 30, 2023 and 2022.

(1) Includes straight-line rent adjustments of approximately $ 7.7 million and $ 9.6 million for the three months ended September 30, 2023 and 2022, respectively, and approximately $ 20.9 million and $ 54.9 million for the nine months ended September 30, 2023 and 2022, respectively.

(2) During the three months ended September 30, 2023, the Company completed a restructuring of its ownership in Metropolitan Square, as described below in this Note 5.

(3) During the three months ended September 30, 2023, the Company recognized an other-than-temporary impairment loss on its investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza of approximately $ 155.2 million, $ 54.0 million, $ 33.4 million and $ 29.9 million respectively, as described below in this Note 5.

(4) Includes straight-line rent adjustments of approximately $ 0.4 million and $ 0.1 million for the three months ended September 30, 2023 and 2022, respectively, and approximately $ 1.1 million and $ 0.3 million for the nine months ended September 30, 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 September 30, 2023 and 2022, respectively, and approximately $ 0.6 million and $ 0.3 million for the nine months ended September 30, 2023 and 2022.

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.

6 unchanged sentences

The extended loan continued to bear interest at LIBOR plus 1.25 % per annum through June 1, 2023 after which, the interest rate was converted to a variable rate equal to Term Secured Overnight Finance Rate (“SOFR”) plus 1.35 % per annum.

The extended loan now matures on April 26, 2024, with a one -year extension option, subject to certain conditions.

The extended loan

now matures on April 26, 2024, with a one -year extension option, subject to certain conditions.

7750 Wisconsin Avenue is a premier workplace with approximately 734,000 net rentable square feet located in Bethesda, Maryland.

2 unchanged sentences

The new mortgage loans have an aggregate principal balance of $ 105.0 million, bear interest at a weighted average fixed rate of 6.83 % per annum and mature on June 5, 2026.

The Company’s portion of the mortgage loans, $ 10.5 million, has been reflected as a Related Party Note

Receivable on the Company’s Consolidated Balance Sheets.

The Company’s portion of the mortgage loans, $ 10.5 million, has been reflected as a Related Party Note Receivable on the Company’s Consolidated Balance Sheets.

500 North Capitol Street, NW is an approximately 231,000 net rentable square foot premier workplace in Washington, DC.

On June 28, 2023, a joint venture in which the Company owns a 25 % interest exercised an option to extend by 30 days the maturity date of the loan collateralized by its 3 Hudson Boulevard property.

At the time of the modification, the outstanding balance of the loan totaled $ 80.0 million, bore interest at a variable rate equal to LIBOR plus 3.50 % per annum and was scheduled to mature on July 13, 2023, with two extension options ( 30 days and 180 days, respectively), subject to certain conditions.

The modified loan continued to bear interest at a variable rate equal to LIBOR plus 3.50 % per annum for the period from June 28, 2023 through July 6, 2023.

As of June 30, 2023, the loan had approximately $ 23.2 million of accrued interest due at the maturity date, August 13, 2023.

For the period commencing on July 7, 2023 through the maturity date, the modified loan will bear interest at a variable rate equal to Term SOFR plus approximately 3.61 % per annum.

The modified loan now matures on August 13, 2023, with one 180 days extension option, subject to certain conditions.

At the time of the extension, the outstanding balance of the loan totaled $ 80.0 million, bore interest at a variable rate equal to LIBOR plus 3.50 % per annum and was scheduled to mature on July 13, 2023, with two extension options ( 30 days and 180 days, respectively), subject to certain conditions.

Following the extension, the modified loan was scheduled to mature on August 13, 2023, with one 180-day extension option, subject to certain conditions.

The extended loan continued to bear interest at a variable rate equal to LIBOR plus 3.50 % per annum for the period from June 28, 2023 through July 6, 2023.

For the period commencing on July 7, 2023 through the maturity date, the modified loan bore interest at a variable rate equal to Term SOFR plus approximately 3.61 % per annum.

On August 11, 2023, the joint venture exercised its second extension option of 180-days.

The extended loan now matures on February 9, 2024.

As of September 30, 2023, the loan had approximately $ 25.6 million of accrued interest due at the maturity date.

3 Hudson Boulevard consists of land and improvements held for future development located in New York, New York.

On July 28, 2023, a joint venture in which the Company has a 50 % interest modified and exercised an option to extend by one year the maturity date of its loan collateralized by 100 Causeway Street.

At the time of the modification and extension, the loan had an outstanding balance totaling approximately $ 340.6 million, bore interest at Term SOFR plus 1.60 % per annum, and was scheduled to mature on September 5, 2023.

Following the modification and extension, the loan had an outstanding balance of $ 336.6 million, which included an approximately $ 4.0 million principal repayment, bears interest at Term SOFR plus 1.48 % per annum, and matures on September 5, 2024, with an additional one -year extension option, subject to certain conditions.

100 Causeway Street is an approximately 634,000 square foot premier workplace located in Boston, Massachusetts and is approximately 95 % leased.

On September 1, 2023, a joint venture in which the Company has a 49 % interest completed and fully placed in-service 751 Gateway, an approximately 231,000 square foot laboratory/life sciences project in South San Francisco, California.

The property is 100 % leased.

On September 6, 2023, a joint venture in which the Company has a 50 % interest modified the loan collateralized by its Hub on Causeway - Podium property.

At the time of the modification, the loan had an outstanding balance of approximately $ 174.3 million, bore interest at Term SOFR plus 2.35 % per annum, and was scheduled to mature on September 6, 2023.

Following the modification, the modified loan had an outstanding balance of $ 154.3 million, which included an approximately $ 20.0 million principal repayment, bears interest at Daily SOFR plus 2.50 % per annum, and matures on September 8, 2025, with a one -year extension option, subject to certain conditions.

On September 8, 2023, the joint venture entered into interest rate swap contracts with notional amounts aggregating approximately $ 154.3 million through September 2, 2025, resulting in a fixed interest rate of approximately 7.35 % per annum through the expiration of the interest rate swap contracts.

The Hub on Causeway - Podium is an approximately 383,000 square foot premier workplace located in Boston, Massachusetts and is approximately 94 % leased.

On September 13, 2023, a joint venture in which the Company owned a 20 % equity interest completed the first step of a two-step restructuring of its ownership in Metropolitan Square.

The two-step restructuring will result in (i) an affiliate of the existing mezzanine lender purchasing the property and becoming the new property owner and the Company no longer having an equity interest in the property and (ii) the Company becoming a co-lender of up to $ 20.0 million under a new $ 100.0 million mezzanine loan (“New Mezz Loan”).

Prior to the restructuring, the property was encumbered by an aggregate of $ 420.0 million of debt, consisting of a senior loan with an outstanding principal balance of $ 305.0 million (“Senior Loan”) and the existing $ 115.0 million mezzanine loan (“Existing Mezz Loan”).

Step one of the restructuring was completed on September 13, 2023, and resulted in, among other things,

(i) the cessation of the Company’s obligation to fund future investments through its then 20 % equity interest, which caused the Company to recognize a gain on investment of approximately $ 35.8 million related to its deficit investment balance, which was primarily due to excess distributions, and (ii) the removal of the property from the Company’s in-service portfolio.

Metropolitan Square is a 657,000 net rentable square foot premier workplace located at 655 15th Street, NW in the heart of downtown Washington, DC.

See Note 14 for a description of step two of the restructuring.

The Company’s investments in unconsolidated joint ventures are reviewed for indicators of impairment on a quarterly basis and the Company records impairment charges when events or circumstances indicate that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary.

During the three months ended September 30, 2023, the Company continued to evaluate declining market conditions and underlying key assumptions of certain investments in unconsolidated joint ventures, including the receipt and consideration of certain third-party joint venture property appraisals.

Such evaluation of key impairment indicators resulted in the Company determining that the decline in value, for certain joint venture properties, was other-than-temporary and therefore the Company recorded impairment charges during the three months ended September 30, 2023, as described below.

During the three months ended June 30, 2023, a joint venture in which the Company has a 55 % interest elected to pause vertical construction on Platform 16 in San Jose, California.

2 unchanged sentences

The joint venture intends to complete the construction of the below-grade parking garage and building foundation elements over the next several months to facilitate a restart of construction in the future as demand improves.

Upon electing to pause vertical construction, the Company performed an analysis to determine if there was an other-than temporary impairment.

Based on the market rent assumptions and new expected timeline for completion of the project, as of June 30, 2023, the Company concluded there was not an other-than temporary impairment present.

During the three months ended September 30, 2023, the real estate and leasing conditions in the San Jose, California market continued to deteriorate and the Company further extended its construction pause assumption.

These conditions, combined with a decrease in market rent assumptions, resulted in the Company recognizing a non-cash impairment charge totaling approximately $ 155.2 million, which represented the decline in the fair value below the carrying value of the Company’s investment in the unconsolidated joint venture that owns Platform 16.

The Company determined that its investment was categorized within Level 3 of the fair value hierarchy, as it utilized significant unobservable inputs in its assessment, including an exit capitalization rate of 6.0 %, and a discount rate of 12.0 %.

During the three months ended September 30, 2023, the Company recognized a non-cash impairment charge totaling approximately $ 54.0 million, which represented the decline in the fair value below the carrying value of the Company’s investment in the unconsolidated joint venture that owns 360 Park Avenue South.

The Company assessed the impairment and concluded that it was other than temporary.

360 Park Avenue South is currently under redevelopment to be a premier workplace with approximately 450,000 net rentable square feet located in New York City, New York.

During the three months ended September 30, 2023, the Company recognized a non-cash impairment charge totaling approximately $ 33.4 million, which represented the decline in the fair value below the carrying value of the Company’s investment in the unconsolidated joint venture that owns 200 Fifth Avenue.

The Company assessed the impairment and concluded that it was other than temporary.

200 Fifth Avenue is a premier workplace with approximately 855,000 net rentable square feet located in New York City, New York.

During the three months ended September 30, 2023, the Company recognized a non-cash impairment charge totaling approximately $ 29.9 million, which represented the decline in the fair value below the carrying value of the Company’s investment in the unconsolidated joint venture that owns Safeco Plaza.

The Company assessed the impairment and concluded that it was other than temporary.

Safeco Plaza is a premier workplace with approximately 779,000 net rentable square feet located in Seattle, Washington.

Unsecured Senior Notes

The following summarizes the unsecured senior notes outstanding as of June 30, 2023 (dollars in thousands):

The following summarizes the unsecured senior notes outstanding as of September 30, 2023 (dollars in thousands):

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

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

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

21 unchanged sentences

The aggregate net proceeds from the offering were approximately $ 741.3 million after deducting underwriting discounts and transaction expenses.

On September 1, 2023, BPLP completed the repayment of $ 500.0 million in aggregate principal amount of its 3.125 % senior notes due September 1, 2023.

The repayment price was approximately $ 507.8 million, which was equal to the stated principal plus approximately $ 7.8 million of accrued and unpaid interest to, but not including, the repayment date.

Excluding the accrued and unpaid interest, the repayment price was equal to the principal amount being repaid.

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

At June 30, 2023, BPLP was in compliance with each of these financial restrictions and requirements.

At September 30, 2023, BPLP was in compliance with each of these financial restrictions and requirements.

Unsecured Credit Facility

On June 1, 2023, BPLP amended its unsecured credit facility (as amended, the “2021 Credit Facility”) to replace the LIBOR-based daily floating rate option with a SOFR-based daily floating rate option and to add options for SOFR-based term floating rates and rates for alternative currency loans.

In addition, the amendment added a SOFR credit spread adjustment of 0.10 %.

Other than the foregoing, the material terms of the 2021 Credit Facility remain unchanged.

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

The 2021 Credit Facility matures on June 15, 2026 and includes a sustainability-linked pricing component.

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

BPLP’s unsecured credit facility (the “2021 Credit Facility”) provides for borrowings of up to $ 1.815 billion, as described below in this Note 6, through BPLP’s revolving facility (the “Revolving Facility”), subject to customary conditions.

The 2021 Credit Facility matures on June 15, 2026 and includes a sustainability-linked pricing

On September 28, 2023, BPLP exercised a portion of the Accordion with three new lenders to the 2021 Credit Facility (“New Lenders”).

Each of the New Lenders entered into a lender agreement with BPLP to provide an aggregate of $ 315.0 million in additional revolving credit commitments, which increased the maximum borrowing amount under the 2021 Credit Facility from $ 1.5 billion to $ 1.815 billion.

All other terms of the 2021 Credit Facility remain unchanged.

At BPLP’s option, loans under the 2021 Credit Facility will bear interest at a rate per annum equal to (1) (a) in the case of loans denominated in Dollars, Term SOFR and SOFR, (b) in the case of loans denominated in Euro, EURIBOR, (c) in the case of loans denominated in Canadian Dollars, CDOR, and (d) in the case of loans denominated in Sterling, SONIA, in each case, plus a margin ranging from 70.0 to 140.0 basis points based on BPLP’s credit rating or (2) an alternate base rate equal to the greatest of (a) the Federal Funds rate plus 0.5%, (b) the administrative agent’s prime rate, (c) Term SOFR plus 1.00%, and (d) 1.00%, in each case, plus a margin ranging from 0 to 40 basis points based on BPLP’s credit rating.

2 unchanged sentences

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

Based on BPLP’s June 30, 2023 credit rating, (1) the applicable Daily SOFR, Term SOFR, alternative currency daily rate, and alternative currency term rate margins are 0.775 %, (2) the alternate base rate margin is zero basis points and (3) the facility fee is 0.15 % per annum.

At June 30, 2023, BPLP had no amount outstanding under the Revolving Facility.

On June 1, 2023, BPLP amended the 2021 Credit Facility to replace the LIBOR-based daily floating rate option with a SOFR-based daily floating rate option and to add options for SOFR-based term floating rates and rates for alternative currency loans.

In addition, the amendment added a SOFR credit spread adjustment of 0.10 %.

Other than the foregoing, the material terms of the 2021 Credit Facility remain unchanged.

Based on BPLP’s September 30, 2023 credit rating, (1) the applicable Daily SOFR, Term SOFR, alternative currency daily rate, and alternative currency term rate margins are 0.775 %, (2) the alternate base rate margin is zero basis points and (3) the facility fee is 0.15 % per annum.

At September 30, 2023, BPLP had no amount outstanding under the Revolving Facility.

Unsecured Term Loan

3 unchanged sentences

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.

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;

1 unchanged sentence

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 June 30, 2023, the 2023 Unsecured Term Loan bears interest at a rate equal to adjusted Term SOFR plus 0.85 % (see Note 7 ) .

At June 30, 2023, BPLP had $ 1.2 billion outstanding under the 2023 Unsecured Term Loan.

As of September 30, 2023, the 2023 Unsecured Term Loan bears interest at a rate equal to adjusted Term SOFR plus 0.85 % (see Note 7 ) .

At September 30, 2023, BPLP had $ 1.2 billion outstanding under the 2023 Unsecured Term Loan.

2021 Credit Facility and 2023 Unsecured Term Loan Compliance

2 unchanged sentences

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

At June 30, 2023, BPLP was in compliance with each of these financial and other covenant requirements.

At September 30, 2023, BPLP was in compliance with each of these financial and other covenant requirements.

Derivative Instruments and Hedging Activities

2 unchanged sentences

These interest rate swaps were entered into to fix Term SOFR, the reference rate 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 (see Note 6 ) .

For the period from May 4, 2023 through June 30, 2023, the Company recognized approximately $( 0.9 ) million of interest expense related to its interest rate swap contracts.

For the three months ended September 30, 2023 and the period from May 4, 2023 through September 30, 2023, the Company recognized approximately $( 1.9 ) million and $( 2.8 ) million, respectively, of interest expense related to its interest rate swap contracts.

BPLP assesses the effectiveness of its hedges both at inception and on an ongoing basis.

If the hedges are deemed to be effective, the fair value is recorded in “Accumulated other comprehensive loss” in the Company’s Consolidated Balance Sheets and is subsequently reclassified into “Interest expense” in the Company’s Consolidated Statements of Operations in the period that the hedged forecasted transactions affect earnings.

If the hedges are deemed to be effective, the fair value is recorded in “Accumulated other comprehensive income (loss)” in the Company’s Consolidated Balance Sheets and is subsequently reclassified into “Interest expense” in the Company’s Consolidated Statements of Operations in the period that the hedged forecasted transactions affect earnings.

BPLP’s derivative financial instruments are cash flow hedges that are designated as effective hedges, and are carried at their estimated fair value on a recurring basis (See Note 2).

The Company did not incur any ineffectiveness during the three months ended June 30, 2023.

BPLP’s interest rate swap contracts consisted of the following at June 30, 2023 (dollars in thousands):

The Company did not incur any ineffectiveness during the three and nine months ended September 30, 2023.

BPLP’s interest rate swap contracts consisted of the following at September 30, 2023 (dollars in thousands):

Derivative Instrument Aggregate Notional Amount Strike Rate Range Balance Sheet Location

1 unchanged sentence

Interest Rate Swaps $ 1,200,000 May 4, 2023 May 16, 2024 4.638 % — 4.646 % Prepaid expenses and other assets $ 5,457

The following table presents the location in the financial statements of the gains or losses recognized related to the Company’s cash flow hedges for the three and six months ended June 30, 2023 and 2022 (dollars in thousands):

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

The following table presents the location in the financial statements of the gains or losses recognized related to the Company’s cash flow hedges for the three and nine months ended September 30, 2023 and 2022 (dollars in thousands):

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

2023 2022 2023 2022

8 unchanged sentences

BPLP’s agreements with the swap derivative counterparties contain provisions whereby if BPLP defaults on the underlying indebtedness, including defaults where repayment of the indebtedness has not been accelerated by the lender, then BPLP could also be declared in default of the swap derivative obligation.

As of June 30, 2023, the Company had not posted any collateral related to the agreements.

As of September 30, 2023, the Company had not posted any collateral related to the agreements.

Commitments and Contingencies

1 unchanged sentence

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 $ 21.6 million at June 30, 2023.

The Company had letter of credit and performance obligations related to lender and development requirements that total approximately $ 21.6 million at September 30, 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.

4 unchanged sentences

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

As of June 30, 2023, the maximum funding obligation under the guarantee was approximately $ 11.2 million.

As of September 30, 2023, the maximum funding obligation under the guarantee was approximately $ 10.0 million.

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

As of June 30, 2023, no amounts related to the guarantee were recorded as liabilities in the Company’s consolidated financial statements.

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.

As of September 30, 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.

3 unchanged sentences

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

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

The Company also carries $ 1.35 billion of property insurance in excess of the $ 1.0 billion of

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

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

19 unchanged sentences

If the Company experiences a loss and IXP is required to pay under its insurance policy, the Company would ultimately record the loss to the extent of the required payment.

Therefore, insurance coverage provided by IXP should not be

considered as the equivalent of third-party insurance, but rather as a modified form of self-insurance.

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

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

6 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 June 30, 2023, the noncontrolling interests in BPLP consisted of 16,522,540 OP Units, 2,135,852 LTIP Units (including 514,715 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)), 349,267 2021 MYLTIP Units, 252,151 2022 MYLTIP Units and 322,053 2023 MYLTIP Units held by parties other than BXP.

As of September 30, 2023, the noncontrolling interests in BPLP consisted of 16,509,597 OP Units, 2,072,732 LTIP Units (including 480,511 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)), 349,267 2021 MYLTIP Units, 252,151 2022 MYLTIP Units and 322,053 2023 MYLTIP Units held by parties other than BXP.

Noncontrolling Interest—Common Units

During the six months ended June 30, 2023, 21,346 OP Units were presented by the holders for redemption (including an aggregate of 21,346 OP Units issued upon conversion of LTIP Units, 2012 OPP Units and MYLTIP Units) and were redeemed by BXP in exchange for an equal number of shares of Common Stock.

At June 30, 2023, BPLP had outstanding 349,267 2021 MYLTIP Units, 252,151 2022 MYLTIP Units and 322,053 2023 MYLTIP Units.

During the nine months ended September 30, 2023, 100,422 OP Units were presented by the holders for redemption (including an aggregate of 93,586 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, 2023, BPLP had outstanding 349,267 2021 MYLTIP Units, 252,151 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.

2 unchanged sentences

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 - 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 six months ended June 30, 2023:

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

September 29, 2023 October 31, 2023 $ 0.98 $ 0.098

June 30, 2023 July 31, 2023 $ 0.98 $ 0.098

1 unchanged sentence

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 - 2018 MYLTIP Units and, after the February 4, 2022 measurement date, the 2019 MYLTIP Units) and its distributions on the 2019 MYLTIP Units (prior to the February 4, 2022 measurement date) and 2020 - 2022 MYLTIP Units (after the February 1, 2022 issuance date of the 2022 MYLTIP Units) that occurred during the six months ended June 30, 2022:

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

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

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

4 unchanged sentences

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

The value of the OP Units (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 June 30, 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 $ 57.59 per share on June 30, 2023.

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 September 30, 2023 was approximately $ 1.2 billion based on the last reported price of a share of Common Stock on the New York Stock Exchange of $ 59.48 per share on September 29, 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 and $ 1.5 billion a t June 30, 2023 and December 31, 2022, respectively, 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 September 30, 2023 and December 31, 2022, respectively, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

On July 28, 2023, the Company entered into a joint venture agreement with an institutional investor for the future development of 343 Madison Avenue located on Madison Avenue between 44th and 45th Streets in New York City, New York adjacent to Grand Central Station.

Prior to the formation of the joint venture, the Company and the institutional investor were engaged in a collaborative arrangement.

The Company owns a 55 % interest in the venture and its partner owns a 45 % interest, and the Company will provide customary development, property management, and leasing services.

The joint venture partner contributed approximately $ 4.8 million in cash and $ 17.5 million in improvements and prepaid ground rent for their 45 % ownership interest in the joint venture.

The Company contributed approximately $ 5.9 million in cash and $ 21.4 million in improvements and prepaid ground rent for its 55 % ownership interest in the joint venture.

The transaction did not qualify as a sale of real estate for financial reporting purposes as the Company continues to effectively control this property and will continue to account for the property on a consolidated basis in its financial statements, s ee Note 4.

Stockholders’ Equity / Partners’ Capital

As of June 30, 2023, BXP had 156,853,400 shares of Common Stock outstanding.

As of June 30, 2023, BXP owned 1,755,118 general partnership units and 155,098,282 limited partnership units in BPLP.

As of September 30, 2023, BXP had 156,939,180 shares of Common Stock outstanding.

As of September 30, 2023, BXP owned 1,755,215 general partnership units and 155,183,965 limited partnership units in BPLP.

On May 17, 2023, 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.

3 unchanged sentences

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

During the six months ended June 30, 2023, BXP did not issue any shares of Common Stock upon the exercise of options to purchase Common Stock.

As a result of the applicable exercise period ending, 103,641 options were forfeited during the six months ended June 30, 2023.

As of June 30, 2023, BXP no longer has any outstanding options.

During the six months ended June 30, 2023, BXP issued 21,346 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 six months ended June 30, 2022:

During the nine months ended September 30, 2023, BXP did not issue any shares of Common Stock upon the exercise of options to purchase Common Stock.

As a result of the applicable exercise period ending, 103,641 options were forfeited during the nine months ended September 30, 2023.

As of September 30, 2023, BXP no longer has any outstanding options.

During the nine months ended September 30, 2023, BXP issued 100,422 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 nine months ended September 30, 2022:

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

September 29, 2023 October 31, 2023 $ 0.98 $ 0.98

June 30, 2023 July 31, 2023 $ 0.98 $ 0.98

1 unchanged sentence

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

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

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

3 unchanged sentences

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

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 and six months ended June 30, 2023 and 2022.

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

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

2023 2022 2023 2022

(in thousands)

Net income attributable to Boston Properties, Inc.

Net income (loss) attributable to Boston Properties, Inc.

$ ( 111,826 ) $ 360,977 $ 70,290 $ 727,144

4 unchanged sentences

Net operating income from unconsolidated joint ventures 39,165 35,316 122,175 108,347

Loss from unconsolidated joint ventures 247,556 3,524 261,793 1,389

Depreciation and amortization expense 207,435 190,675 618,746 551,445

5 unchanged sentences

50,047 48,306 145,102 143,223

Unrealized gain on non-real estate investment 124 — 383 —

Unrealized gain (loss) on non-real estate investment ( 51 ) — 332 —

Gains (losses) from investments in securities ( 925 ) ( 1,571 ) 2,311 ( 8,549 )

2 unchanged sentences

Gains on sales of real estate 517 262,345 517 381,293

Income (loss) from unconsolidated joint ventures ( 6,668 ) ( 54 ) ( 14,237 ) 2,135

Direct reimbursements of payroll and related costs from management services contracts

2 unchanged sentences

Company’s share of Net Operating Income $ 490,999 $ 475,918 $ 1,473,449 $ 1,407,390

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

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

2023 2022 2023 2022

(in thousands)

Net income attributable to Boston Properties Limited Partnership $ 118,098 $ 253,788 $ 206,928 $ 415,617

Net income (loss) attributable to Boston Properties Limited Partnership $ ( 122,696 ) $ 403,578 $ 84,232 $ 819,195

Noncontrolling interests in property partnerships 20,909 18,801 59,337 54,896

1 unchanged sentence

Net operating income from unconsolidated joint ventures 39,165 35,316 122,175 108,347

Loss from unconsolidated joint ventures 247,556 3,524 261,793 1,389

Depreciation and amortization expense 205,679 188,969 613,446 546,271

5 unchanged sentences

50,047 48,306 145,102 143,223

Unrealized gain on non-real estate investment 124 — 383 —

Unrealized gain (loss) on non-real estate investment ( 51 ) — 332 —

Gains (losses) from investments in securities ( 925 ) ( 1,571 ) 2,311 ( 8,549 )

2 unchanged sentences

Gains on sales of real estate 517 262,357 517 385,349

Income (loss) from unconsolidated joint ventures ( 6,668 ) ( 54 ) ( 14,237 ) 2,135

Direct reimbursements of payroll and related costs from management services contracts

2 unchanged sentences

Company’s share of Net Operating Income $ 490,999 $ 475,918 $ 1,473,449 $ 1,407,390

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

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, other income - assignment fee, interest and other income (loss), gains on sales of real estate, income (loss) from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue.

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.

and net income attributable to Boston Properties Limited Partnership.

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

and net income (loss) attributable to Boston Properties Limited Partnership, as applicable, the most directly comparable GAAP financial measures, plus (1) net income (loss) attributable to noncontrolling interests, interest expense, 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) unrealized gain (loss) on non-real estate investment, 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 (loss) 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.

4 unchanged sentences

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

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, unrealized gain on derivative instruments, gain on investment, and impairment losses on investments, all of which are included within 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.

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, other income - assignment fee, interest and other income (loss), gains on sales of real estate, income (loss) from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue are not included in NOI and are provided as reconciling items to the Company’s reconciliations of its share of NOI to net income.

Interest expense, loss from unconsolidated joint ventures, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts, corporate general and administrative expense, unrealized gain (loss) on non-real estate investment, 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.

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

2 unchanged sentences

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

For the three months ended June 30, 2023:

For the three months ended September 30, 2023:

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

19 unchanged sentences

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

For the three months ended June 30, 2022:

For the three months ended September 30, 2022:

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

20 unchanged sentences

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

For the six months ended June 30, 2023:

For the nine months ended September 30, 2023:

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

19 unchanged sentences

For the six months ended June 30, 2022:

For the nine months ended September 30, 2022:

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

20 unchanged sentences

Earnings Per Share / Common Unit

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

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.

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

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

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

5 unchanged sentences

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

Three months ended June 30, 2023

Three months ended September 30, 2023

(Numerator) Shares

2 unchanged sentences

Basic Earnings:

Net income attributable to Boston Properties, Inc.

Net income (loss) attributable to Boston Properties, Inc.

$ ( 111,826 ) 156,880 $ ( 0.71 )

2 unchanged sentences

Diluted Earnings:

Net income attributable to Boston Properties, Inc.

Net income (loss) attributable to Boston Properties, Inc.

$ ( 111,826 ) 156,880 $ ( 0.71 )

Three months ended June 30, 2022

Three months ended September 30, 2022

(Numerator) Shares

9 unchanged sentences

Stock Based Compensation

— 379 ( 0.01 )

Diluted Earnings:

1 unchanged sentence

$ 360,215 157,133 $ 2.29

Six months ended June 30, 2023

Nine months ended September 30, 2023

(Numerator) Shares

9 unchanged sentences

$ 70,290 157,177 $ 0.45

Six months ended June 30, 2022

Nine months ended September 30, 2022

(Numerator) Shares

5 unchanged sentences

Allocation of undistributed earnings to participating securities

( 1,002 ) — ( 0.01 )

Net income attributable to Boston Properties, Inc.

2 unchanged sentences

Stock Based Compensation

— 436 ( 0.01 )

Diluted Earnings:

1 unchanged sentence

$ 726,142 157,144 $ 4.62

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.

The following table provides a reconciliation of both the net income (loss) 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 (loss) 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 17,922,000 and 17,672,000 redeemable common units for the three months ended June 30, 2023 and 2022, respectively, and 17,878,000 and 17,638,000 redeemable common units for the six months ended June 30, 2023 and 2022, respectively.

Three months ended June 30, 2023

Included in the number of units (the denominator) below are approximately 18,002,000 and 17,662,000 redeemable common units for the three months ended September 30, 2023 and 2022, respectively, and 17,928,000 and 17,631,000 redeemable common units for the nine months ended September 30, 2023 and 2022, respectively.

Three months ended September 30, 2023

(Numerator) Units

2 unchanged sentences

Basic Earnings:

Net income attributable to Boston Properties Limited Partnership $ 118,098 174,748 $ 0.68

Net income (loss) attributable to Boston Properties Limited Partnership $ ( 122,696 ) 174,882 $ ( 0.70 )

Effect of Dilutive Securities:

Stock Based Compensation

— 392 ( 0.01 )

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership $ 118,098 175,140 $ 0.67

Three months ended June 30, 2022

Net income (loss) attributable to Boston Properties Limited Partnership $ ( 122,696 ) 174,882 $ ( 0.70 )

Three months ended September 30, 2022

(Numerator) Units

7 unchanged sentences

Stock Based Compensation

— 379 ( 0.01 )

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership $ 402,730 174,795 $ 2.30

Six months ended June 30, 2023

Nine months ended September 30, 2023

(Numerator) Units

7 unchanged sentences

Net income attributable to Boston Properties Limited Partnership $ 84,232 175,105 $ 0.48

Six months ended June 30, 2022

Nine months ended September 30, 2022

(Numerator) Units

4 unchanged sentences

Allocation of undistributed earnings to participating securities

( 1,115 ) — ( 0.01 )

Net income attributable to Boston Properties Limited Partnership 818,080 174,339 4.69

1 unchanged sentence

Stock Based Compensation

— 436 ( 0.01 )

Diluted Earnings:

12 unchanged sentences

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

During the six months ended June 30, 2023, BXP issued 73,414 shares of restricted common stock and BPLP issued 427,176 LTIP Units and 322,053 2023 MYLTIP Units to employees and non-employee directors under the 2021 Plan.

During the nine months ended September 30, 2023, BXP issued 73,414 shares of restricted common stock and BPLP issued 430,824 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 six months ended June 30, 2023 were valued at approximately $ 5.4 million.

The shares of restricted common stock granted during the nine months ended September 30, 2023 were valued at approximately $ 5.4 million.

The LTIP Units granted were valued at approximately $ 29.4 million using a Monte Carlo simulation method model.

3 unchanged sentences

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

Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and MYLTIP Units was approximately $ 14.9 million and $ 14.6 million for the three months ended June 30, 2023 and 2022, respectively, and $ 40.9 million and $ 35.5 million for the six months ended June 30, 2023 and 2022, respectively.

At June 30, 2023, there was (1) an aggregate of approximately $ 29.2 million of unrecognized compensation expense related to unvested restricted stock, LTIP Units and 2020 MYLTIP Units and (2) an aggregate of approximately $ 0.8 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 2.7 years.

Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and MYLTIP Units was approximately $ 4.8 million and $ 7.7 million for the three months ended September 30, 2023 and 2022, respectively, and $ 45.7 million and $ 43.2 million for the nine months ended September 30, 2023 and 2022, respectively.

At September 30, 2023, there was (1) an aggregate of approximately $ 25.1 million of unrecognized compensation expense related to unvested restricted stock, LTIP Units and 2020 MYLTIP Units and (2) an aggregate of approximately $ 0.5 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 2.5 years.

Subsequent Events

The Company owns a 55 % interest in the venture and its partner owns a 45 % interest, and the Company will provide customary development, property management, and leasing services.

The 343 Madison Avenue project contemplates the construction of (1) a direct entrance to the Long Island

Railroad’s new east side access project (Grand Central Madison) (“Phase 1”) and (2) an approximately 900,000 square foot premier workplace building with ground floor retail (“Phase 2”).

Subsequently, on August 1, 2023, the joint venture executed a 99 -year ground lease with the Metropolitan Transportation Authority for the approximately 25,000 square foot site.

The ground lease requires the joint venture to construct the direct access to Grand Central Madison as Phase 1 of the development project.

The joint venture has the option until July 31, 2025 to terminate the ground lease prior to construction of the new building and receive reimbursement for the cost of the construction of access to Grand Central Station.

There can be no assurance that Phase 1 will be completed on the terms currently contemplated or that Phase 2 of the development project will commence on the terms currently contemplated or at all.

On July 28, 2023, a joint venture in which the Company has a 50 % interest modified and exercised an option to extend by one year the maturity date of its loan collateralized by 100 Causeway Street.

The modified and extended loan has an outstanding balance of $ 336.6 million, which included an approximately $ 4.0 million principal repayment, bears interest at Term SOFR plus 1.48 % per annum, and matures on September 5, 2024, with an additional one -year extension option, subject to certain conditions.

100 Causeway Street is an approximately 634,000 square foot premier workplace located in Boston, Massachusetts and is approximately 95 % leased.

Effective July 28, 2023, BXP’s independent directors appointed Joel I.

Klein to serve as the lead independent director, replacing Kelly A.

Ayotte stepped down as the lead independent director due to the additional time commitment and responsibilities of that role, and the independent directors determined that it is in the best interests of BXP and its stockholders that Mr.

Klein once again assume that role.

Ayotte served as BXP’s lead independent director since May 2022 and will remain on BXP’s Board of Directors.

Klein previously served as BXP’s lead independent director from May 2016 to May 2019 and as its independent Chairman from May 2019 to May 2022.

On October 2, 2023, step two of the Metropolitan Square restructuring (See Note 5 for a description of step one) was completed and included (i) the sale of the property and assignment of the Senior Loan to the new owner, and (ii) the closing of the New Mezz Loan with a maximum principal amount of $ 100.0 million that is senior to the Existing Mezz Loan and subordinate only to the Senior Loan .

The New Mezz Loan may be drawn upon for future lease-up, operating and other costs on an as needed basis, and amounts borrowed will bear interest at a per annum rate of 12 %, compounded monthly.

The Company will fund 20 %, or up to $ 20.0 million, of any amounts borrowed under the New Mezz Loan.

In addition, the Company will continue to provide property management and leasing services to the property with the potential to earn additional incentive fees.

Metropolitan Square is an approximately 657,000 square foot premier workplace located at 655 15th Street, NW in the heart of downtown Washington, DC.

On October 26, 2023, the Company closed on a mortgage loan collateralized by its 325 Main Street, 355 Main Street, 90 Broadway and Cambridge East Garage (also known as Kendall Center Green Garage) properties located in Cambridge, Massachusetts.

The mortgage loan, totaling $ 600 million, requires interest-only payments at Daily Compounded SOFR plus 2.25 % per annum until maturity on October 26, 2028.

On November 4, 2023, the Company entered into an Amended and Restated Employment Agreement with Owen D.

For additional information, see Part II, Item 5(a) of this From 10-Q.

On November 6, 2023, WeWork Inc.

and certain of its direct and indirect subsidiaries (collectively, “WeWork”) filed voluntary petitions to commence proceedings under Chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of New Jersey.

WeWork is a tenant at five of the Company’s premier workplaces and leases an aggregate of approximately 493,000 square feet, approximately 0.97 % of the Company’s in-service portfolio.

There can be no assurance that WeWork will not reject one or more of the five leases.

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