BXP (BXP) 10-K risk factor changes: FY2021 vs FY2020

You should refer to the explanation of the qualifications and limitations on forward-looking statements beginning on page [removed: 57.*][added: [58](#i527431e87b6e4875ab237c2209d9a08f_262).*]

The COVID-19 pandemic has caused severe disruptions in the United States and global [removed: economies] [added: economies, including disruptions in the financial] and [removed: we expect it will continue to] [added: labor markets, which could] materially and adversely affect our financial condition, results of operations, cash flows, liquidity and performance and that of our tenants.

The degree to which the COVID-19 pandemic will continue to adversely impact our business, financial condition, results of operation, cash flows, liquidity and performance, and that of our tenants, will be driven primarily by the [removed: speed, effectiveness] [added: emergence of additional variants, the effectiveness, availability] and distribution of vaccines, [added: including their efficacy against new variant strains and] the [added: willingness of individuals to be vaccinated, the severity and] duration of indirect economic [added: and social] impacts such as recession, [added: supply chain disruptions, labor market disruptions, inflation,] dislocation [added: and volatility] in capital markets, [removed: and] job [removed: loss,] [added: losses,] potential [removed: longer term] [added: longer-term] changes in consumer and tenant behavior, as well as [added: current and] possible future governmental [removed: responses, which makes it impossible for us to predict with certainty the overall impact that COVID-19 will have on us and our tenants at this time.][added: responses.]

- reduced economic activity impacting the businesses, financial condition and liquidity of our tenants has caused, and is expected to continue to cause, one or more of our tenants to be unable to meet their obligations to us, including their ability to make [added: timely] rental payments, in full or at all, or to otherwise seek modifications of such obligations, including rent concessions, deferrals or abatements, or to declare bankruptcy;

- the impact of [removed: new or continued complete] [added: reinstated] or [removed: partial shutdowns of] [added: new restrictions on] the operations of one or more of our tenants’ businesses, including office, life sciences, hotel and retail tenants, and parking operators, temporary or long-term disruptions in our tenants’ supply chains [removed: from local, national and international suppliers] or delays in the delivery of products, services or other materials necessary for our tenants’ operations, could force our tenants to reduce, delay or eliminate offerings of their products and services, which could result in less revenue, income and cash flow, and possibly their bankruptcy or [removed: insolvency, which in turn could:][added: insolvency.]

- adversely impact our ability to continue paying [removed: dividends] [added: distributions] to our [removed: stockholders] [added: equityholders] at current levels, or at all, and

- the extent to which COVID-19 [removed: decreases] [added: and the safety protocols required or suggested by local governmental authorities or businesses in response to COVID-19 continues to decrease] customers’ willingness to frequent, or prevents customers from frequenting, our tenants’ businesses in the future, may result in our retail tenants’ continued inability to make timely rental payments to us under their leases;

- the degree to which our tenants’ businesses have been, and continue to be, negatively impacted has required, and may [removed: continue to] [added: in the future] require, us to write-off a tenant’s accrued rent balance and this could have a material adverse effect on our results of operations and liquidity;

- the impact of [removed: prolonged restrictions on freedom of movement] [added: governmental] and business [removed: operations, such as] travel [removed: bans, business closures] [added: limitations] and [removed: “stay-at-home” orders] [added: restrictions] have had, and [removed: are expected to] [added: may] continue to have, a material adverse effect on the operators of our parking garages and our hotel property, which negatively impacts our [removed: revenues] [added: revenues,] and may [removed: also] [added: continue to] result in [removed: a decrease in] [added: decreased] demand for hotel stays even after the travel [removed: bans] [added: limitations] and [removed: other] restrictions are lifted;

- the impact and validity of interpretations of lease provisions and applicable laws related to claims by tenants regarding their obligations to pay rent as a result of COVID-19, and any adverse court rulings or [removed: decisions interpreting these provisions and laws, could have a material adverse effect on our results of operations and liquidity;]

- restrictions intended to prevent the spread of COVID-19 have limited, and [removed: are expected to] [added: may] continue to limit, our leasing activities, such as property tours, and may have a material adverse effect on our ability to renew leases, lease vacant space, including vacant space from tenant bankruptcies and defaults, or re-lease available space as leases expire in our properties on favorable terms, or at all;

- the impact of [removed: recent and future] efforts by state, local, federal and industry groups to enact laws and regulations have restricted, and may further restrict, the ability of landlords, such as us, to collect rent, enforce remedies for the failure to pay rent, or otherwise enforce the terms of the lease agreements, such as a rent freeze for tenants or a suspension of a landlord’s ability to enforce evictions;

- the extent of [removed: construction delays on our development/redevelopment projects due to work-stoppage orders,] [added: labor shortages,] disruptions in the supply [added: chains, inflation impacting costs] of materials, delays in permitting or inspections, [removed: or] [added: and] other factors could result in our failure to meet the development milestones set forth in any applicable lease agreement, which could provide the tenant the right to terminate its lease or entitle the tenant to monetary damages, delay the commencement or completion of construction and our anticipated lease-up plans for a development/redevelopment project or our overall development pipeline, including recognizing revenue for new leases, that may cause returns on investment to be less than projected, and/or increase the costs of construction of new or existing projects, any of which could adversely affect our investment returns, profitability and/or our future growth;

- [removed: adaptions] [added: changes] made by companies in response to [removed: “stay-at-home” orders and future limitations on in-person work environments] [added: the COVID-19 pandemic that] could lead to a sustained shift away from collective in-person work environments or relocations away from the [removed: cities] [added: markets] in which we operate, either of which could adversely affect the overall demand for office space [removed: across our portfolio over] [added: in] the [removed: long term;][added: regions in which we operate;]

- if the health of our employees, particularly our key personnel and property management teams, are negatively impacted, we may be unable to ensure business continuity and be exposed to lawsuits from tenants; [added: and]

- [removed: uncertainty as to] the [removed: conditions that must be satisfied as government authorities continue to lift “stay-at-home” orders and public health officials continue the process] [added: impact] of [removed: gradually returning Americans to work] [added: operational safety protocols] and [removed: whether] [added: other measures imposed or suggested by] government authorities [removed: will impose (or suggest) requirements] on landlords, such as us, to protect the health and safety of tenants and visitors to our buildings could result in increased operating costs and demands on our property management teams to ensure compliance with any such requirements, as well as increased costs associated with protecting against potential liability arising from these measures, such as claims by tenants that the measures violate their leases and claims by visitors that the measures caused them [removed: damages; and][added: damages.]

Our performance depends upon the economic [removed: climates] [added: conditions, particularly the supply and demand characteristics,] of our markets—Boston, Los Angeles, New York, San [removed: Francisco] [added: Francisco, Seattle] and Washington, DC.

Substantially all of our revenue is derived from properties located in [removed: five] [added: six] markets: Boston, Los Angeles, New York, San [removed: Francisco] [added: Francisco, Seattle] and Washington, DC.

In addition, a significant economic downturn over a period of time could result in an event or change in circumstances that results in an [added: “other than temporary”] impairment in the value of our properties or our investments in unconsolidated joint ventures.

An [added: “other than temporary”] impairment loss is recognized if the carrying amount of the asset (1) is not recoverable over its expected holding period and (2) exceeds its fair value.

Adverse economic and geopolitical conditions, health crises [removed: and] [added: or] dislocations in the credit markets could have a material adverse effect on our results of operations, financial condition and ability to pay dividends and/or distributions.

Our business may be affected by market and economic challenges experienced by the U.S. and global economies or real estate industry as a whole, by the local economic conditions in the markets in which our [added: properties are located, including the impact of high unemployment, increased labor market challenges impacting the recruitment and retention of talent, rising inflation and interest rates, volatility in the public equity and debt markets, and international economic and other conditions, including pandemics.]

[removed: Substantially all] of our properties face competition from similar properties in the same market.

- we may incur construction costs for a development project that exceed our original estimates due to increases in [added: inflation or] interest [removed: rates and] [added: rates,] increased materials, labor, leasing or other costs, [added: or supply chain disruptions, any of] which could make completion of the project less profitable because market rents may not increase sufficiently to compensate for the increase in construction costs;

- we may abandon development opportunities after we begin to explore them [removed: and] [added: and,] as a [removed: result] [added: result,] we may lose deposits or fail to recover expenses already incurred;

- we may lease developed properties at rental rates that are less than projected, or at a slower pace [removed: then] [added: than] projected, at the time we decide to undertake the development;

In addition, even if we sell the rights to develop the other component or elect to participate in the development through a joint venture, we may be exposed [added: to the risks associated with the failure of the other party to complete the development as expected.]

As of December 31, [removed: 2020,] [added: 2021,] the U.S. Government was one of our largest tenants by square feet.

Our use of joint ventures [removed: limits] [added: and participation in the Strategic Capital Program may limit] our [added: control over and] flexibility with [removed: respect to the assets they own] [added: jointly owned investments] and other assets we may wish to acquire.

In appropriate circumstances, we intend to [removed: develop,] acquire and recapitalize [added: or develop, as applicable,] properties in joint ventures with other persons or entities.

- some of our joint ventures are subject to debt [removed: and in the current] [added: and, depending on] credit [removed: markets] [added: market conditions,] the refinancing of such debt may require equity capital calls;

- our joint venture partners may default on their [removed: obligations necessitating] [added: obligations, which could necessitate] that we fulfill their [removed: obligation] [added: obligations] ourselves;

- our joint venture partners may have different objectives than we have regarding the appropriate timing and terms of any sale or refinancing of [removed: properties or] [added: a property, its operation or, if applicable,] the commencement of development [removed: activities;][added: activities, and a dispute with any of our joint venture partners could lead to the sale of a partner’s ownership interest in the venture or the property at a time or price that we do not find attractive;]

- our joint venture partners may be structured differently than us for tax purposes and this could create conflicts of [removed: interest;][added: interest, including with respect to our compliance with the REIT requirements, and our REIT status could be jeopardized if any of our joint ventures do not operate in compliance with REIT requirements;]

- our joint ventures may be unable to repay any amounts that we may loan to them; [removed: and]

- our joint venture agreements may contain provisions limiting the liquidity of our interest for sale or sale of the entire [removed: asset.][added: asset;]

- if the third-party buyer to whom we provide seller financing [removed: and utilizes the assets as collateral] does not manage the property well, or the property otherwise fails to meet financial projections, performs poorly or declines in value, then the buyer may not have the funds or ability to raise new debt with which to make required payments of interest and principal to us;

- if we loan funds to a joint venture, and the joint venture is unable to make required payments of interest or principal, or both, or there are disagreements with respect to the repayment of the loan or other matters, [removed: then we could have a resulting dispute with our partner(s), and such a dispute could harm our relationship(s) with our partner(s) and cause delays in developing or selling the property or the failure to properly manage the property; and]

We may acquire properties or invest in joint ventures that own properties subject to liabilities and without any recourse, or with only limited recourse, against the prior owners or other third parties with respect to unknown [removed: liabilities.]

To dispose of low basis or tax-protected properties efficiently we from time to time use like-kind exchanges, which are intended to qualify for [removed: non-][added: non-recognition of taxable gain, but can be difficult to consummate and result in the property for which the disposed assets are exchanged inheriting their low tax bases and other tax attributes (including tax protection covenants).]

These uncertainties make it impossible for us to predict with

certainty the overall impact that COVID-19 will have on us and our tenants prospectively.

Any one or more of the foregoing could:

- new laws, governmental policies, and similar actions, including legal restrictions on prosecutions, could adversely impact public safety and thereby adversely affect (1) the desirability of tenants to lease space in our properties or markets, and (2) businesses’ office re-population plans;

decisions interpreting these provisions and laws, could have a material adverse effect on our results of operations and liquidity;

- the impact of widely reported supply chain disruptions globally and in the U.S. as a result of, among other things, substantial backlogs of container ships and delays caused or exacerbated by port and trucking labor shortages, railway logistics issues and a shortage of warehouse space, could result in material delays and increased costs for our development and redevelopment activities, as well as the businesses of our tenants;

- tightening labor market conditions may adversely affect our ability to recruit and retain talent, which may result in lack of business continuity and increased costs to address the labor challenges;

- delays in completion of development and redevelopment projects due to supply chain disruptions and labor shortages;

- increased costs to maintain, renovate and develop our properties related to inflation;

Substantially all

- as the general partner or managing member of a joint venture, we could be generally liable under applicable law for the debts and obligations of the venture, and we may not be entitled to contribution or indemnification from our partners;

- our joint venture agreements may contain provisions that allow our partners to remove us as the general partner or managing member for cause, and this could result in liability for us to our partners under the governing agreement of the joint venture;

- we may need our partner(s)’ approval to take certain actions and, therefore, we may be unable to cause a joint venture to implement decisions that we consider advisable; and

- with respect to our participation in the co-investment program, we could lose opportunities to pursue properties that are within the program’s target investment criteria alone or with other partners with whom the terms of the joint venture and/or our returns could be more favorable to us.

then we could have a resulting dispute with our partner(s), and such a dispute could harm our relationship(s) with our partner(s) and cause delays in developing or selling the property or the failure to properly manage the property; and

liabilities.

which is provided by IXP, as a direct insurer.

In addition, we currently carry earthquake insurance which covers our Seattle region with a $60 million per occurrence limit, and a $60 million annual aggregate limit.

This insurance is subject to a deductible in the amount of 2% of the value of the affected property.

engaging in transactions with Prohibited Persons (the “OFAC Requirements”).

We face risks associated with climate change and severe weather events and the regulatory efforts intended to reduce the effects of climate change.

In addition, we face transition risks related to federal, state and local legislation and regulations that are being implemented or are under consideration to mitigate the effects of climate change.

The costs of complying with evolving regulatory requirements, including GHG emissions regulations and policies, could negatively impact our financial results.

In addition, our failure to comply with such covenants could

| | | | | | | February 14, 2022 | | | | | | | | | | | | | | | | | |

| Common Stock | | | | | | 156,676 | | | | | | 156,676 | | | | | | $ | 18,323,258 | | | | |

| Total Equity (A) | | | | | | | | | | | | 174,939 | | | | | | $ | 20,459,116 | | | | |

| Consolidated Debt (B) | | | | | | | | | | | | | | | | | | $ | 13,018,348 | | | | |

The discontinuation of LIBOR and the replacement of LIBOR with an alternative reference rate may adversely affect our borrowing costs and could impact our business and results of operations.

The LIBOR benchmark has been the subject of national, international and other regulatory guidance and proposals for reform and replacement, with most LIBOR settings not expected to be published after June 30, 2023.

There are significant differences between LIBOR and SOFR, such as LIBOR being an unsecured lending rate while SOFR is a secured rate, and SOFR is an overnight rate while LIBOR reflects term rates at different maturities.

We expect that all LIBOR settings relevant to us will cease to be published or will no longer be representative after June 30, 2023.

As a result, any of our LIBOR-based borrowings that extend beyond such date will need to be converted to a replacement rate.

The Credit Agreement governing the 2021 Credit Facility, which we entered into in June 2021, provides for the replacement of LIBOR if it becomes unavailable during the term of the facility.

The discontinuation of LIBOR will not affect our ability to borrow or maintain already outstanding borrowings or swaps, but if our contracts indexed to LIBOR are converted to SOFR, the differences between LIBOR and SOFR, plus the recommended spread adjustment, could result in interest costs that are higher than if LIBOR remained available.

Additionally, although SOFR is the AARC’s recommended replacement rate, it is also possible that lenders may instead choose alternative replacements that may differ from LIBOR in ways similar to SOFR or in ways that would result in higher interest costs for us.

It is not yet possible to predict the magnitude of LIBOR’s end on our borrowing costs given the remaining uncertainty about which rates will replace LIBOR.

- differences between the yields paid on other investments available in the market and BXP’s dividend yield; and

Our involvement in legal proceedings and other claims may result in substantial monetary and other costs that have a material adverse effect on our results of operations.

The global impact of the COVID-19 pandemic continues to evolve and public health officials and governmental authorities, including those in all of the markets in which we operate, continue to implement measures restricting travel, issuing “stay-at-home” orders, restricting the types of businesses that may continue to operate (including the types of construction projects that may proceed) and the capacity at which businesses may operate.

Most of these restrictions began in earnest in March 2020 and they quickly had a material adverse impact on economic and market conditions around the world, including the United States and the markets in which our properties are located, and on us.

It is likely that the restrictions and measures of public health officials and governmental authorities will continue through the end of 2021 and possibly longer.

- a complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant action, including delays in re-opening or subsequent closures of previously re-opened properties, which could adversely affect our operations and those of our tenants;

- the duration and scope of the mandatory business closures and “stay-at-home” orders have had, and are expected to continue to have, a severe negative impact on our retail, fitness and entertainment tenants that depend on in-person interactions with their customers to generate revenues and have resulted, and are expected to continue to result, in most retail, fitness and entertainment tenants being unable to make timely rental payments in full or at all;

- many of our retail and select office tenants have approached us seeking either rent concessions, deferrals or abatements, and the extent to which we grant these requests or instead seek to enforce our legal remedies could have a material adverse effect on our results of operations, liquidity and cash flows;

- if new or existing actions or measures implemented to prevent the spread of COVID-19 continue to result in increasing unemployment, it may negatively affect the leasing of residential units as well as the ability of our existing residential tenants to generate sufficient income to pay, or make them unwilling to pay rent, in full or at all, in a timely manner;

- our failure, or the failure of any of our joint venture partners, to meet our or their, as applicable, responsibilities or obligations to the other or to third parties, such as lenders, including a failure to contribute additional capital needed by the ventures or a default by a party under a joint venture agreement or other agreement relating to a joint venture, each of which, in our case, could result in dilution of our interest or a loss of our management and other rights relating to our joint ventures, and in the case of a joint venture partner, could result in our payment of the partner’s share of the additional capital;

- COVID-19 has caused a material decline in general business activity and demand for real estate transactions, and if this persists, it would adversely affect our ability or desire to make strategic acquisitions or dispositions;

- the financial effects of the COVID-19 pandemic on our future financial results, cash flows and financial condition could adversely impact our compliance with the financial covenants of our credit facility and other debt agreements and could result in an event of default and the acceleration of indebtedness, which could negatively impact our financial condition, results of operations and our ability to make additional borrowings and pay dividends;

- the effectiveness or lack of effectiveness of governmental relief in providing assistance to large and small businesses, including some of our tenants, that have suffered significant declines in revenues as a result of mandatory business shut-downs, “stay-at-home” orders and social distancing practices, and the potential for a prolonged, severe recession, could have a material adverse impact on our financial condition and results of operations;

- we may, in managing our liquidity depending on business conditions, choose to pay dividends in our stock instead of cash, which may cause our stockholders to pay income taxes on the dividends without receiving a corresponding amount of cash;

- limited access to our facilities, management, tenants, support staff and professional advisors could decrease the effectiveness of our disclosure controls and procedures, internal controls over financial reporting and other risk mitigation strategies, increase our susceptibility to security breaches, hamper our ability to comply with regulatory obligations and prevent us from conducting our business as efficiently and effectively as we otherwise would have.

properties are located, including the impact of high unemployment, volatility in the public equity and debt markets, and international economic and other conditions, including pandemics.

to the risks associated with the failure of the other party to complete the development as expected.

- we could become engaged in a dispute with any of our joint venture partners that might affect our ability to develop, finance or operate a property and could lead to the sale of either parties’ ownership interest or the property;

recognition of taxable gain, but can be difficult to consummate and result in the property for which the disposed assets are exchanged inheriting their low tax bases and other tax attributes (including tax protection covenants).

As a result of the pandemic, the hotel has been operating at a diminished occupancy and generating minimal revenue.

Under TRIA, after the payment of the required deductible and coinsurance, the NBCR Coverage provided by IXP is

In addition, future terrorist attacks in these markets could

We face risks associated with the physical effects of climate change.

There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business.

Changes in laws, regulations and practices and their implementation increasing the potential liability for

| | | | | | | February 22, 2021 | | | | | | | | | | | | | | | | | |

| Common Stock | | | | | | 155,806 | | | | | | 155,806 | | | | | | $ | 15,029,047 | | | | |

| 5.25% Series B Cumulative Redeemable Preferred Stock | | | | | | 80 | | | | | | — | | | | | | 200,000 | | | | | |

| Total Equity (A) | | | | | | | | | | | | 173,491 | | | | | | $ | 16,934,942 | | | | |

| Consolidated Debt (B) | | | | | | | | | | | | | | | | | | $ | 12,197,229 | | | | |

We may be adversely affected by the potential discontinuation of LIBOR.

In July 2017, the Financial Conduct Authority (the “FCA”) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021.

We are not able to predict when LIBOR will cease to be published or precisely how SOFR will be calculated and published.

Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR.

If that were to occur, our interest payments could change.

In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.

In the event that LIBOR is discontinued, the interest rates will be based on an alternative variable rate specified in the applicable documentation governing such debt or swaps or as otherwise agreed upon.

Such an event would not affect our ability to borrow or maintain already outstanding borrowings or swaps, but the alternative variable rate could be higher and more volatile than LIBOR prior to its discontinuance.

If LIBOR is discontinued or if the method of calculating LIBOR changes from its current form, interest rates on our current or future indebtedness may be adversely affected.

While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that point.

This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator.

In that case, the risks associated with the transition to an alternative variable rate will be accelerated and magnified.

When used, the words “anticipate,” “believe,” “budget,” [added: “could”,] “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “should,” “will” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements.

[removed: One of the] [added: The] most significant factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements [removed: is] [added: include] the ongoing impact of the global COVID-19 pandemic on the U.S. and global economies, which has impacted, and is likely to continue to impact, us [removed: and,] directly [removed: or] [added: and] indirectly, [removed: many of] [added: as well as] the other important factors below and the risks set forth in this Form 10-K in Part I, Item 1A.

- risks and uncertainties affecting property development and construction (including, without limitation, [added: supply chain disruptions, labor shortages,] construction delays, increased construction costs, cost overruns, inability to obtain necessary permits, tenant accounting considerations that may result in negotiated lease provisions that limit a tenant’s liability during construction, and public opposition to such activities);

BXP is one of the largest [removed: publicly-traded] [added: publicly traded] office real estate investment trusts (REITs) (based on total market capitalization as of December 31, [removed: 2020)] [added: 2021)] in the United States that develops, owns and manages primarily Class A office properties.

Our properties are concentrated in [removed: five] [added: six] markets in the United States - Boston, Los Angeles, New York, San [removed: Francisco] [added: Francisco, Seattle,] and Washington, DC.

When making leasing decisions, we consider, among other things, the creditworthiness of the tenant and the industry in which it conducts business, the length of the lease, the rental rate to be paid at inception and throughout the lease term, the costs of tenant improvements, free rent [removed: period] [added: periods] and other landlord concessions, anticipated operating expenses and real estate taxes, current and anticipated vacancy in our properties and the market overall (including sublease space), current and expected future demand for the space, the impact of [removed: any] [added: other tenants’] expansion rights and general economic factors.

Our core strategy has always been to develop, acquire and manage high-quality properties in supply-constrained markets with high barriers-to-entry and [added: attractive demand drivers, and] to focus on executing long-term leases with financially strong tenants.

[removed: Our tenant base is diverse across market sectors] and the weighted-average lease term for our in-place leases, excluding residential units, was approximately [removed: 7.4] [added: 7.9] years, as of December 31, [removed: 2020,] [added: 2021,] including leases signed by our unconsolidated joint ventures.

The weighted-average lease term for our [removed: top] 20 [added: largest] office tenants was approximately [removed: 10.4] [added: 11.4] years as of December 31, [removed: 2020.][added: 2021.]

In this regard, we believe that our competitive [added: leasing] advantage is based on the following attributes:

- our financial strength and our ability to maintain high building standards; [added: and]

- our [removed: focus on] [added: track record of] developing and operating [added: Class A office properties] in a sustainable and responsible manner; [removed: and]

[removed: In the meantime,] [added: Although additional COVID variants and supply-chain issues may continue to emerge,] we believe [added: as employees return to their offices in greater numbers,] our strategically located, [removed: high quality] [added: high-quality] office properties will [removed: continue to be] [added: remain] a [added: vital] component of [added: the strategies of] today’s forward-thinking organizations that [removed: desire] [added: prioritize fostering] collaboration, innovation, productivity and culture, and we expect tenants will take advantage of the availability of Class A space and upgrade.

In the fourth quarter of [removed: 2020,] [added: 2021,] we signed approximately [removed: 1.2] [added: 1.8] million square feet of new leases and renewals with a weighted-average lease term of approximately [removed: eight] [added: 8.6] years, indicating [removed: that, despite headwinds,] [added: that] many [removed: prospective] [added: new] and existing tenants continue to commit to the long-term use of space and view our properties as their preferred choice for a premium Class A office environment.

[removed: As of December 31, 2020, we had] [added: The office development projects, which total] approximately [removed: 3.7] [added: 2.4] million square [removed: feet of active developments and redevelopments in our pipeline, which] [added: feet,] are [removed: 87%] [added: approximately 65%] pre-leased, as of February [removed: 22, 2021,] [added: 14, 2022,] to predominately credit-strong tenants with long-lease terms.

Our hotel property, the Boston Marriott Cambridge, [removed: re-opened in October 2020 but] operated at [removed: diminished] [added: approximately 50%] occupancy [removed: and generated only $0.5 million in revenue in] [added: during] the fourth quarter of [removed: 2020.][added: 2021.]

We expect hotel occupancy to remain low until [removed: a sufficient number of people have been vaccinated and] the demand for [removed: travel] [added: business] and leisure [removed: returns to historical levels.][added: travel accelerates.]

The overall occupancy of our in-service office and retail properties was [removed: 90.1%] [added: 88.8%] at December 31, [removed: 2020, a decrease] [added: 2021, an increase] of [removed: 290 basis points compared to 93.0% at December 31, 2019.][added: 0.4% from September 30, 2021.]

Despite the concerns [removed: of the] [added: surrounding] COVID-19 [removed: pandemic] and the [removed: negative] [added: lingering] impact on economic conditions in our markets, we [removed: continue to be] [added: remain] optimistic for our industry generally and our company in particular, given [removed: low interest rates,] the [added: demand for workers across sectors, the] high quality of our properties, [removed: the supply demand characteristics of our markets] and the success of our development efforts.

- completing the construction [added: and leasing] of our development properties;

[removed: - continuing and completing] [added: We remain focused on] the [removed: redevelopment and repositioning of several] [added: following priorities, which we believe are] key [removed: properties] to [removed: increase] [added: increasing] future revenue and asset values over the [removed: long-term;][added: long-term:]

- [added: identifying new investment opportunities that meet our criteria while] maintaining discipline in our [removed: underwriting of investment opportunities;][added: underwriting;]

The following is an overview of [removed: portfolio activity and] leasing [added: and investment] activity in the fourth quarter [removed: and full year 2020.][added: of 2021.]

Of these [removed: second generation] leases, approximately [removed: 869,000] [added: 240,000] square feet had been vacant for less than one year [removed: and, in the aggregate, they] [added: and] represent [removed: an increase] [added: a decrease] in net rental obligations [removed: (gross rent less operating expenses)] of approximately [removed: 11%] [added: 18%] over the prior leases.

As of December 31, [removed: 2020,] [added: 2021,] our [removed: construction/redevelopment] [added: development/redevelopment] pipeline [removed: consisted] [added: consists] of [removed: six] [added: nine] properties that, when completed, we expect will total approximately [removed: 3.7] [added: 3.4] million net rentable square feet.

Our share of the estimated total cost for these projects is approximately [removed: $2.2] [added: $2.5] billion, of which approximately [removed: $849 million remains] [added: $1.1 billion remained] to be [removed: invested as of December 31, 2020.][added: invested.]

As we continue to focus on [removed: the development and acquisition of assets] [added: new investments] to [removed: enhance our long-term] [added: drive future] growth, we [removed: also] continually review our portfolio to identify properties as potential sales candidates that either no longer fit within our portfolio strategy or could attract premium pricing in the current [removed: market environment.][added: market.]

Our Boston central business district (“CBD”) in-service portfolio was approximately [removed: 98%] [added: 94%] leased as of December 31, [removed: 2020.][added: 2021.]

During the fourth quarter of [removed: 2020,] [added: 2021,] we executed approximately [removed: 451,000] [added: 379,000] square feet of leases and [removed: had] [added: we commenced] approximately [removed: 171,000] [added: 1.4 million] square feet of leases [removed: commenced] in the [removed: Boston] [added: Washington, DC] region.

Approximately [removed: 163,000] [added: 167,000] square feet of the leases that commenced had been vacant for less than one year and represent an increase in net rental obligations of approximately [removed: 54%] [added: 34%] over the prior leases.

Our approximately 2.0 million square foot in-service office portfolio in Cambridge was approximately 99% leased as of December 31, [removed: 2020.][added: 2021.]

During the fourth quarter of [removed: 2020,] [added: 2021,] we continued our development of 325 Main Street at Kendall Center in Cambridge, Massachusetts, which is 90% pre-leased to an office tenant for a term of 15 [removed: years and we expect to deliver into service in 2022.][added: years.]

Our Los Angeles (“LA”) in-service portfolio of approximately 2.3 million square feet is currently focused [removed: on] [added: in] West LA and includes Colorado Center, a 1.1 million square foot property of which we own 50%, and Santa Monica Business Park, a 21-building, approximately 1.2 million square foot property of which we own 55%.

As of December 31, [removed: 2020,] [added: 2021,] our LA in-service properties were approximately [removed: 94%] [added: 89%] leased.

We continue to explore opportunities to increase our presence [removed: by] [added: in the Seattle market including] seeking investments where our financial, operational, redevelopment and development expertise provide the [removed: opportunity, either alone or with partners,] [added: opportunity] to achieve accretive returns.

As of December 31, [removed: 2020,] [added: 2021,] our New York CBD in-service portfolio was approximately 90% leased.

[removed: In addition,] [added: During the fourth quarter of 2021,] we executed approximately [removed: 93,000] [added: 594,000] square feet of leases and [added: commenced] approximately [removed: 264,000] [added: 222,000] square feet of [removed: leases commenced in the fourth quarter of 2020.][added: leases.]

Of [removed: these leases,] [added: the leases that commenced,] approximately [removed: 239,000] [added: 159,000] square feet had been vacant for less than one year and represent [removed: an] [added: a modest] increase in net rental obligations of approximately [removed: 12%] [added: 1%] over the prior leases.

Our San Francisco CBD in-service properties were approximately [removed: 95%] [added: 92%] leased as of December 31, [removed: 2020.][added: 2021.]

[removed: During the fourth quarter] [added: Inclusive] of [removed: 2020,] [added: the CBD and suburban portfolio,] we executed approximately [removed: 67,000] [added: 405,000] square feet of [removed: leases] [added: leases,] and [removed: we] commenced approximately [removed: 50,000] [added: 191,000] square feet of leases in the San Francisco [removed: region.][added: region during the fourth quarter of 2021.]

- the risks and uncertainties related to the impact of the COVID-19 global pandemic, including the emergence of additional variants, the effectiveness, availability and distribution of vaccines, including their efficacy against new variant strains and the willingness of individuals to be vaccinated, the severity and duration of indirect economic impacts such as recession, supply chain disruptions, labor market disruptions, inflation, dislocation and volatility in capital markets, job losses, potential longer-term changes in consumer and tenant behavior, as well as possible future governmental responses;

Our tenant base is diverse across market sectors

The United States economy continues to recover from the COVID-19 pandemic as quarter-over-quarter GDP growth increased to an annual rate of 6.9% in the fourth quarter of 2021 compared to 2.3% in the third quarter of 2021.

GDP growth was 3.1% above pre-pandemic level, including the impacts of an uptick of COVID-19 infections.

However, the momentum slowed by December as the Omicron variant contributed to decreased spending as well as disruptions to factories and services businesses.

Despite this, we have not experienced any delays in negotiating leases nor did these tenants change their space needs.

We believe there are signs that infections have peaked within the markets we operate in, which could lead to increased demand for services.

We believe these trends, combined with relatively low unemployment rates and consistent job growth, bode well for continuing economic growth in our markets.

The overall economic recovery is having a positive impact on our leasing activity.

*BXP Priorities*

- continuing and completing the redevelopment, repositioning, and repurposing for growing life sciences use of several key properties;

*Leasing Activity and Occupancy*

More than 25% of the square footage signed in the fourth quarter was leased to life sciences tenants, demonstrating the strong demand from this sector and the opportunities we have to grow our life sciences portfolio.

Leasing activity steadily increased throughout 2021, with the fourth quarter achieving the largest square footage leased since the third quarter of 2019, a 55% increase from the fourth quarter of 2020, and approximately 97% of our 10-year fourth quarter leasing average.

Given current vacancy and near-term rollover, the amount of leases signed, but for which occupancy has not commenced, leases in negotiation on space in the in-service portfolio, and the expected delivery of our development properties, we are confident that our occupancy will increase.

Our parking and other revenue was approximately $23 million in the fourth quarter of 2021, an increase of approximately $1.7 million, or 8% from the third quarter of 2021, and an increase of approximately $7 million, or 41% from the depth of the pandemic in the second quarter of 2020.

As infections from the Omicron variant rose, transient parking revenue declined modestly in January 2022 as compared to our forecast, but we believe this decrease is only temporary and that we will begin to see an increase in the remainder of the first quarter of 2022 as infection rates decline and workers increasingly return to work in their offices.

For the full-year 2021, it operated at a small profit contributing approximately $0.6 million to our net income.

In 2019, prior to the commencement of the pandemic, the hotel contributed approximately $15 million to our net income.

Given the hotel’s location in the heart of Cambridge, Massachusetts and adjacent to MIT, we expect hotel occupancy and REVPAR to improve to pre-pandemic levels over time as business and leisure travel return to historical levels.

*Investment Activity*

We remain committed to developing and acquiring assets to enhance our long-term growth and to meet tenant demand for high-quality office, residential, and lab space.

We continually evaluate current and prospective markets for possible acquisitions of “value-add” assets that require lease-up or repositioning, and acquisitions that are otherwise consistent with our long-term strategy of owning, managing, developing and improving, premier Class A properties in each of our chosen markets.

During the fourth quarter of 2021, we continued to execute on our strategy and completed the acquisition of 360 Park Avenue South.

360 Park Avenue South is an approximately 450,000 square foot, 20-story office property located in the Midtown South submarket of Manhattan, New York.

Utilizing our Strategic Capital Program (“SCP”), we contributed the asset and related loan to a joint venture with two institutional partners for our aggregate (direct and indirect) 42.21% ownership interest in the joint venture.

Midtown South has been an attractive market to growing technology companies.

We are repositioning the asset, both in terms of building system and the common areas and tenant spaces, to attract the type of tenancy that prefers the Midtown South location.

We believe this investment aligns with several elements of our growth strategy, including entering new markets or submarkets that exhibit strong demand and limitations on supply, uncovering opportunities that utilize our leasing and redevelopment skills to increase value, broadening our portfolio to meet the current and anticipated future demand of tenants in the technology sector and using private equity to increase our returns and enhance our investment capacity (Refer to the heading “*Liquidity and Capital Resources”* within “*Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations*” for a discussion of the SCP).

In the fourth quarter of 2021, we completed and fully placed in-service two development projects and one redevelopment project, partially placed in-service a development project, and commenced two new development projects.

For the full-year 2021 and including January 2022, we placed in-service five development projects and commenced the development/redevelopment of seven projects.

The total development pipeline, inclusive of both office and lab/life sciences developments, but excluding the View

Boston Observatory at The Prudential Center, is 59% pre-leased as of February 14, 2022.

Four of the new development and redevelopment projects added to our development pipeline in 2021 focus on the specific needs of tenants in the life sciences sector.

As of January 2022, our lab/life sciences developments in our pipeline total approximately 1.2 million square feet and include properties in Waltham, Massachusetts and South San Francisco, California.

Although the approximately 435,000 square foot Shady Grove Innovation District, which we acquired in 2021, is not currently included in our development pipeline, we anticipate redeveloping these office buildings to lab/life sciences space.

We commenced the development of 103 CityPoint in Waltham, Massachusetts in the fourth quarter of 2021, and in January 2022, we commenced the redevelopment of 651 Gateway, which we own a 50% interest, in South San Francisco, California.

Our lab/life sciences developments are located in some of the largest life sciences clusters in the United States, with strong demand from tenants because of the close proximity to universities, research institutions and related businesses and concentrations of labor with specialized skills and knowledge.

Supply-chain concerns and inflation pressures continue to impact our business both in time to completion and increased costs.

Our construction schedule is one of the criteria we use when we evaluate bids for development projects and capital improvements.

- the risks and uncertainties related to the impact of the COVID-19 global pandemic, including the duration, scope and severity of the pandemic domestically and internationally; federal, state and local government actions or restrictive measures implemented in response to COVID-19, the effectiveness of such measures, as well as the effect of any relaxation of current restrictions, and the direct and indirect impact of such measures on our and our tenants' businesses, financial condition, results of operations, cash flows, liquidity and performance, and the U.S. and international economy and economic activity generally; the speed, effectiveness and distribution of vaccines, whether new or existing actions and measures continue to result in increasing unemployment that impacts the ability of our residential tenants to generate sufficient income to pay, or make them unwilling to pay rent in a timely manner, in full or at all; the health, continued service and availability of our personnel, including our key personnel and property management teams; and the effectiveness or lack of effectiveness of governmental relief in providing assistance to individuals and large and small businesses, including our tenants, that have suffered significant adverse effects from COVID-19;

Starting in March 2020, the COVID-19 pandemic negatively impacted global macroeconomic conditions.

Following a drop in U.S. GDP of 31% in the second quarter of 2020, GDP growth in each of the third and fourth quarters of 2020 showed sequential quarterly improvements after the enactment of federal stimulus programs.

While initial estimates indicate that GDP grew 4% in the fourth quarter of 2020, this was a decline from the third quarter as many of the stimulus programs began to expire toward the end of the year.

U.S. stocks rose in November of 2020 as news about vaccine efficacy provided optimism.

As we begin 2021, the U.S. economic recovery remains slow and operating conditions for several sectors, including commercial real estate, continue to be negatively impacted by the pandemic.

The health of the overall economy and employment trends among professional workers have been, and we expect will continue to be, important drivers of office market conditions as vaccine distribution and efficacy drives a return to normal.

Late in the first quarter of 2020, public health officials and governmental authorities, including those in all of the markets in which we operate, reacted to the spread of the COVID-19 pandemic by imposing various regulatory measures, including quarantines, travel restrictions, issuing “stay-at-home” orders, restricting the types of businesses that could continue to operate (including the types of construction projects that could proceed), closing schools and otherwise limiting the size of gatherings.

Although the state and local authorities in many of our regions eased those regulations in the second half of 2020 to allow for the return to work, the physical occupancy of our properties remained well below capacity for the remainder of 2020 as infection rates increased and most employers continued their COVID-19 response protocols and encouraged employees to work from home when possible.

The future impact of the pandemic on the demand for office space is unclear as companies consider the recessionary impact on their business and their demand for labor while, at the same time, evaluate their space requirements in light of their current and projected headcounts and the continued focus on social distancing and employees’ desire for more flexibility to work from home.

Real estate is by nature a long-term business and we do not believe these considerations and ultimate decisions by tenants will evidence a clear trend in the short term.

Included in our fourth quarter 2020 leasing activity were (1) an approximately 196,000 square foot, 20-year lease for the U.S. headquarters of a multinational automotive company at our Reston Next development in Reston, Virginia; (2) an approximately 138,000 square-foot, 10-year lease with a biotechnology company at 200 West Street in Waltham, Massachusetts and (3) an approximately 75,000 square-foot, seven-year lease with a leading healthcare technology company at 20 CityPoint, a development in Waltham, Massachusetts that we fully placed-in service in June 2020.

While the volume of leasing in the fourth quarter of 2020 was an improvement of approximately 350,000 square feet of leasing from the third quarter of 2020, new leasing activity in the fourth quarter of 2020 remained lower than it was prior to the COVID-19 pandemic as many existing and prospective tenants deferred decisions on their office space needs as they focused on their employees’ safety and managing their businesses through the recession and economic recovery.

The development of primarily pre-leased properties in supply-constrained markets with the strongest economic growth over time continues to be a cornerstone of our long-term growth strategy.

Our development projects are projected to meet required delivery milestones as defined in our leases.

The health and safety of our employees, tenants, service providers and visitors continue to be our highest priorities.

In the fourth quarter of 2020, we continued to operate in accordance with our health safety protocols in all in-service properties across our portfolio to provide a healthy and safe environment in accordance with the policies and applicable legal requirements in our regions.

*Rent Collections*

Cash rent payments for a particular month are generally due on the first day of that month (although tenants have varying grace periods).

Our reported rent collection amounts are based on the total amount of rent billed by us, including all amounts from consolidated operations and all unconsolidated joint ventures, other than Gateway Commons, our residential properties and one hotel for which we do not handle billing.

During the fourth quarter of 2020, our rent collections as a percentage of the total amounts billed to all tenants were 99.1%.

- Approximately 96.2% of the total amounts billed were made to office tenants.

Our fourth quarter rent collections from office tenants continued to be strong at 99.7%.

Approximately 91.4% of our lease revenue in the fourth quarter of 2020 was generated by our office portfolio.

Our office portfolio has long-term lease contracts and modest rollover exposure over the next few years.

- Approximately 3.8% of the total amounts billed related to retail leases.

Our fourth quarter rent collections from retail tenants were 84.6%.

*Revenue*

As a result of the impact of the COVID-19 pandemic on the current economic environment and on the commercial real estate sector in particular, our fourth quarter 2020 revenues, when compared to fourth quarter 2019, continued to be adversely affected due to (1) write-offs of accrued rent balances, (2) declines in revenue from our retail tenants, parking and our single hotel, and (3) a decline in occupancy in our in-service office and retail properties due to a slowdown in new leasing activity for vacant and expiring space.

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

In the fourth quarter of 2020, we recorded write-offs totaling approximately $40.1 million, of which approximately $39.8 million were primarily associated with the write-off of accrued rent of all tenants in the co-working sector and approximately $0.3 million were associated with accounts receivable.

These amounts represent the write-offs in our consolidated portfolio, plus our share of the write-offs from the unconsolidated joint ventures (calculated based on our ownership percentage), minus our partners’ share of write-offs from our consolidated joint ventures (calculated based upon the partners’ percentage ownership interests).

We will recognize lease revenue from tenants in the co-working sector on a cash basis commencing in the first quarter of 2021.

Our retail tenants were materially and adversely affected by the COVID-19 pandemic in 2020.

Lease revenue from our retail leases was approximately $46.7 million in the fourth quarter of 2020, a $6.3 million, or 12.0%, decrease compared to $53.0 million during the fourth quarter of 2019.

In the fourth quarter of 2020, our parking and other revenue was approximately $15.9 million, representing a small decrease compared to $16.3 million of parking and other revenue in the third quarter of 2020, but a decrease of approximately $10.8 million, or 40%, compared to the fourth quarter of 2019.

The year-over-year decline was largely due to the decline in transient parking revenue as employees continue to work from home amid safety concerns during the pandemic.

Although this was an improvement from the third quarter of 2020 when the hotel was closed, our hotel revenue in the fourth quarter of 2020 decreased $11.3 million as compared to the fourth quarter of 2019.

The decrease was primarily due to fully placing in-service Dock 72, an approximately 669,000 square foot office property located in Brooklyn, New York in which we have a 50% ownership interest, which was only 33% leased, as of December 31, 2020, and a slowdown of leasing activity for available space.

In addition, we anticipate our revenue from retail, parking and our hotel to improve as the pandemic subsides.

The following table presents the aggregate carrying value of our mortgage notes payable, net, unsecured senior notes, net, unsecured line of [removed: credit, unsecured term loan, net] [added: credit] and our corresponding estimate of fair value as of December 31, [removed: 2020.][added: 2021.]

As of December 31, [removed: 2020,] [added: 2021,] approximately [removed: $12.5] [added: $12.8] billion of these borrowings bore interest at fixed rates and therefore the fair value of these instruments is affected by changes in the market interest rates.

As of December 31, [removed: 2020,] [added: 2021,] the weighted-average interest rate on our variable rate debt was LIBOR plus [removed: 0.95% (1.10%)] [added: 0.775% (0.87%)] per annum.

The following table presents our aggregate [removed: fixed rate] debt obligations with corresponding weighted-average interest rates sorted by maturity [removed: date and our aggregate variable rate debt obligations sorted by maturity] date.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026+] [added: 2027+] | | | | | | Total | | | | | | Estimated Fair Value | | |

| GAAP Average Interest Rate | | | [removed: 4.99] [added: —] | | % | | | | [removed: 4.79] [added: —] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 3.64] [added: 3.42] | | % | | | | [removed: 3.89] [added: 3.42] | | % | | | | | | |

| GAAP Average Interest Rate | | | [removed: 4.29] [added: —] | | % | | | | [removed: —] [added: 3.28] | | % | | | | [removed: 3.73] [added: 3.92] | | % | | | | [removed: 3.92] [added: 3.35] | | % | | | | [removed: 3.35] [added: 3.63] | | % | | | | [removed: 3.64] [added: 3.33] | | % | | | | [removed: 3.71] [added: 3.43] | | % | | | | | | |

At December 31, [removed: 2020,] [added: 2021,] the weighted-average coupon/stated rates on the fixed rate debt stated above was [removed: 3.65%] [added: 3.32%] per annum.

At December 31, [removed: 2020,] [added: 2021,] our outstanding variable rate debt based on LIBOR totaled [removed: approximately $500.0 million.]

At December 31, [removed: 2020,] [added: 2021,] the coupon/stated rate on our variable rate debt was [removed: approximately 1.10% per annum.]

If market interest rates on our variable rate debt had been 100 basis points greater, total interest expense would have increased approximately [removed: $5.0 million] [added: $1.5 million, on an annualized basis,] for the year ended December 31, [removed: 2020.][added: 2021.]

Due to the uncertainty of specific [removed: actions] [added: actions,] we may undertake to minimize possible effects of market interest rate increases, this analysis assumes no changes in our financial structure.

| Fixed Rate | | | $ | (4,801) | | | | | $ | (4,801) | | | | | $ | (4,801) | | | | | $ | (4,801) | | | | | $ | (4,801) | | | | | $ | 3,291,919 | | | | | $ | 3,267,914 | | | | | $ | 3,395,569 | |

| Fixed Rate | | | $ | (10,725) | | | | | $ | 489,404 | | | | | $ | 690,582 | | | | | $ | 841,852 | | | | | $ | 1,993,260 | | | | | $ | 5,479,322 | | | | | $ | 9,483,695 | | | | | $ | 9,966,591 | |

| Variable Rate | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 145,000 | | | | | | — | | | | | | 145,000 | | | | | | 145,317 | | |

| Total Debt | | | $ | (15,526) | | | | | $ | 484,603 | | | | | $ | 685,781 | | | | | $ | 837,051 | | | | | $ | 2,133,459 | | | | | $ | 8,771,241 | | | | | $ | 12,896,609 | | | | | $ | 13,507,477 | |

approximately $145.0 million.

approximately 0.87% per annum.

On March 5, 2021, the Financial Conduct Authority (“FCA”) announced that USD LIBOR will no longer be published after June 30, 2023.

This announcement has several implications, including setting the spread that may be used to automatically convert contracts from LIBOR to the Secured Overnight Financing Rate (“SOFR”).

Additionally, banking regulators are encouraging banks to discontinue new LIBOR debt issuances by December 31, 2021.

We anticipate that LIBOR will continue to be available at least until June 30, 2023.

Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR.

If that were to occur, our interest payments could change.

In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.

We and our unconsolidated joint ventures have contracts that are indexed to LIBOR and we are monitoring and evaluating the related risks.

These risks arise in connection with transitioning contracts to an alternative rate, including any resulting value transfer that may occur, and are likely to vary by contract.

The value of loans, securities, or derivative instruments tied to LIBOR, as well as interest rates on our unconsolidated joint ventures current or future indebtedness, may also be impacted if LIBOR is limited or discontinued.

For some instruments the

method of transitioning to an alternative reference rate may be challenging, especially if we cannot agree with the respective counterparty about how to make the transition.

While we expect LIBOR to be available in substantially its current form until at least the end of June 30, 2023, it is possible that LIBOR will become unavailable prior to that point.

This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator.

In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified.

Alternative rates and other market changes related to the replacement of LIBOR, including the introduction of financial products and changes in market practices, may lead to risk modeling and valuation challenges, such as adjusting interest rate accrual calculations and building a term structure for an alternative rate.

The introduction of an alternative rate also may create additional basis risk and increased volatility as alternative rates are phased in and utilized in parallel with LIBOR.

Adjustments to systems and mathematical models to properly process and account for alternative rates will be required, which may strain the model risk management and information technology functions and result in substantial incremental costs for us.

| Fixed Rate | | | $ | 13,440 | | | | | $ | 611,132 | | | | | $ | (3,494) | | | | | $ | (3,494) | | | | | $ | (3,494) | | | | | $ | 2,294,991 | | | | | $ | 2,909,081 | | | | | $ | 3,144,150 | |

| Fixed Rate | | | $ | 839,355 | | | | | $ | (10,189) | | | | | $ | 1,490,888 | | | | | $ | 692,161 | | | | | $ | 843,439 | | | | | $ | 5,783,633 | | | | | $ | 9,639,287 | | | | | $ | 10,620,527 | |

| Variable Rate | | | (460) | | | | | | 499,850 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 499,390 | | | | | | 500,326 | | |

| Total Debt | | | $ | 852,335 | | | | | $ | 1,100,793 | | | | | $ | 1,487,394 | | | | | $ | 688,667 | | | | | $ | 839,945 | | | | | $ | 8,078,624 | | | | | $ | 13,047,758 | | | | | $ | 14,265,003 | |

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

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

Due to the uncertainty of specific actions we may undertake to minimize possible effects of market interest rate increases, this analysis assumes no changes in our financial structure.

In the event that LIBOR is discontinued, the interest rate for our variable rate debt and our unconsolidated joint ventures’ variable rate debt and the swap rate for our unconsolidated joint ventures’ interest rate swaps following such event will be based on an alternative variable rate as specified in the applicable documentation governing such debt or swaps or as otherwise agreed upon.

Such an event would not affect our ability to borrow or maintain already outstanding borrowings or our unconsolidated joint ventures’ ability to maintain its outstanding swaps, but the alternative variable rate could be higher and more volatile than LIBOR prior to its discontinuance.

We understand that LIBOR is expected to remain available through the end of 2021, but may be discontinued or otherwise become unavailable thereafter.

BXP, a Delaware [removed: corporation organized in 1997,] [added: corporation,] is a fully integrated, self-administered and self-managed REIT, and is one of the largest publicly-traded office REITs (based on total market capitalization as of December 31, [removed: 2020)] [added: 2021)] in the United States that develops, owns and manages primarily Class A office properties.

Our properties are concentrated in [removed: five] [added: six] markets—Boston, Los Angeles, New York, San [removed: Francisco] [added: Francisco, Seattle] and Washington, DC.

At December 31, [removed: 2020,] [added: 2021,] we owned or had joint venture interests in a portfolio of [removed: 196] [added: 201] commercial real estate properties, aggregating approximately [removed: 51.2] [added: 52.8] million net rentable square feet of primarily Class A office properties, including [removed: six] [added: nine] properties under construction/redevelopment totaling approximately [removed: 3.7] [added: 3.4] million net rentable square feet.

As of December 31, [removed: 2020,] [added: 2021,] our properties consisted of:

- [removed: 177] [added: 182] office properties (including [removed: six] [added: nine] properties under construction/redevelopment);

In addition, we have regional offices at [removed: 3250 Ocean Park Boulevard,] [added: 2800 28th Street,] Suite [removed: 300,] [added: 170,] Santa Monica, California 90405, 599 Lexington Avenue, New York, New York 10022, Four Embarcadero Center, San Francisco, California [removed: 94111] [added: 94111, 1001 Fourth Avenue, Seattle, Washington 98154] and 2200 Pennsylvania Avenue NW, Washington, DC 20037.

BXP is the sole general partner of BPLP and, as of February [removed: 22, 2021,] [added: 14, 2022,] the owner of approximately [removed: 89.8%] [added: 89.6%] of the economic interests in BPLP.

We exclude from (1) and (2) above other LTIP Units issued in the form of Multi-Year Long-Term Incentive Plan Awards in [removed: 2019] [added: 2020] or later (“MYLTIP Awards”), which remain subject to performance conditions.

[removed: The] [added: On March 2, 2021, BXP issued a redemption notice for 80,000 shares of its 5.25%] Series B [added: Cumulative Redeemable] Preferred [removed: Units were issued by BPLP on March 27, 2013 in connection with BXP’s issuance] [added: Stock (the “Series B Preferred Stock”), which constituted all] of [removed: 80,000 shares (8,000,000] [added: the outstanding Series B Preferred Stock, and the corresponding] depositary [removed: shares] [added: shares,] each representing 1/100th of a [removed: share)] [added: share] of [removed: 5.25%] Series B [removed: Cumulative Redeemable] Preferred Stock (the [removed: “Series B Preferred Stock”).][added: “Depositary Shares”).]

[removed: On and after March 27, 2018, BXP, at its option, may redeem the] [added: The redemption price per share of] Series B Preferred Stock [removed: for a cash redemption price of] [added: was] $2,500 [removed: per share,] plus all accrued and unpaid [removed: dividends.][added: dividend, to, but not including, the redemption date, totaling $2,516.41 per share.]

Transactions During [removed: 2020][added: 2021]

[removed: 601, 611] [added: 181,191] and [removed: 651 Gateway consist of] [added: 201 Spring Street are] three Class A office properties aggregating approximately [removed: 768,000] [added: 333,000] net rentable square feet.

Net cash proceeds totaled approximately [removed: $254.0] [added: $179.9] million, resulting in a gain on sale of real estate totaling approximately [removed: $192.3] [added: $115.6] million for BXP and approximately [removed: $197.1] [added: $117.1] million for BPLP.

[removed: Capital Gallery] [added: Safeco Plaza] is [removed: an] [added: a 50-story,] approximately [removed: 631,000] [added: 765,000] net rentable [removed: square foot] [added: square-foot,] Class A office property.

As of December 31, [removed: 2020,] [added: 2021,] we had [removed: six] [added: nine] office properties under construction/redevelopment, which we expect will total approximately [removed: 3.7] [added: 3.4] million net rentable square feet.

We estimate our share of the total investment to complete these projects, in the aggregate, is approximately [removed: $2.2] [added: $2.5] billion, of which approximately [removed: $848.7 million][added: $1.1 billion remains to be invested as of December 31, 2021.]

Approximately [removed: 87%] [added: 59%] of the commercial space in these development projects was pre-leased as of February [removed: 22, 2021.][added: 14, 2022.]

[removed: For a detailed list of the properties under construction/redevelopment] [added: redevelopment] see *“Liquidity and Capital Resources”* within *“Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”*

On [removed: June 1, 2020,] [added: October 29, 2021, a joint venture in which] we [added: have a 50% interest] completed and fully placed in-service [removed: 20 CityPoint,] [added: 7750 Wisconsin Avenue,] a Class A office project with approximately [removed: 211,000] [added: 733,000] net rentable square feet located in [removed: Waltham, Massachusetts.][added: Bethesda, Maryland.]

[removed: *Unsecured Debt*][added: *Unsecured* *Debt*]

On [removed: May 5, 2020,] [added: March 16, 2021,] BPLP completed a public offering of [removed: $1.25 billion] [added: $850.0 million] in aggregate principal amount of its [removed: 3.250%] [added: 2.550%] unsecured senior notes due [removed: 2031.][added: 2032.]

The notes were priced at [removed: 99.850%] [added: 99.570%] of the principal amount to yield an effective rate (including financing fees) of approximately [removed: 3.343%] [added: 2.671%] per annum to maturity.

The notes will mature on [removed: January 30, 2031,] [added: April 1, 2032,] unless earlier redeemed.

The aggregate net proceeds from the offering were approximately [removed: $1.24 billion,] [added: $839.2 million] after deducting underwriting discounts and transaction expenses.

During the year ended December 31, [removed: 2020,] [added: 2021,] BXP acquired an aggregate of [removed: 856,811] [added: 523,969] common units of limited partnership interest, including [removed: 88,168] [added: 148,442] common units issued upon the conversion of LTIP Units, 2012 OPP [removed: Units, 2013 MYLTIP Units, 2014 MYLTIP Units, 2015 MYLTIP Units, 2016 MYLTIP] Units and [removed: 2017] [added: earned] MYLTIP [removed: Units] [added: Units,] presented by the holders for redemption, in exchange for an equal number of shares of BXP common stock.

The [added: previous mortgage loan had an] outstanding balance of [removed: the loan totaled] approximately [removed: $155.9] [added: $616.1] million, bore interest at a fixed rate of [removed: 5.75%] [added: 4.75%] per annum and was scheduled to mature on [removed: August 5, 2020.][added: April 10, 2022.]

The new mortgage loan totaling [removed: $325.0] [added: $220.0] million, of which [removed: $288.0] [added: $202.0] million was advanced at closing, bears interest at a variable rate equal to [removed: (1)] the [removed: greater of (x) LIBOR or (y) 0.65%,] [added: Adjusted Term SOFR] plus [removed: (2) 4.75%] [added: 2.40%] per [removed: annum,] [added: annum] and matures on [removed: July 7, 2022,] [added: December 14, 2024] with two, one-year extension options, subject to certain conditions.

[removed: Metropolitan] [added: Sumner] Square is [removed: a Class A office property with] [added: an] approximately [removed: 654,000] [added: 210,000] net rentable square [removed: feet.][added: foot Class A office building.]

We recognized a gain on sale of [removed: real estate] [added: investment] totaling approximately [removed: $5.8] [added: $10.3] million, which is included in Income (Loss) from Unconsolidated Joint Ventures in the accompanying Consolidated Statements of Operations.

At the time of the [removed: modification,] [added: extension,] the outstanding balance of the loan totaled approximately [removed: $34.5] [added: $174.3] million, bore interest at a variable rate equal to LIBOR plus [removed: 2.35%] [added: 2.25%] per annum and was scheduled to mature on [removed: June 30, 2020.][added: September 6, 2021, with two, one-year extension options, subject to certain conditions.]

The [removed: modified mortgage] [added: extended] loan [removed: totaling approximately $18.4 million is collateralized by Annapolis Junction Building Seven,] continues to bear interest at a variable rate equal to LIBOR plus [removed: 2.35%] [added: 2.25%] per annum and matures on [removed: March 25, 2021.][added: September 6, 2023.]

Annapolis Junction [removed: Building] [added: Buildings Six and] Seven [removed: is a] [added: are] Class A office [removed: property with] [added: properties totaling] approximately [removed: 127,000] [added: 247,000] net rentable square [removed: feet located in Annapolis, Maryland.][added: feet.]

On [removed: September 30, 2020,] [added: August 31, 2021,] a joint venture in which we have a 50% interest extended the [removed: mortgage] [added: construction] loan collateralized by its [removed: Market Square North] [added: The Hub on Causeway – Podium] property.

[removed: At the time of the extension, the outstanding balance of the] [added: The mortgage] loan [removed: totaled approximately $114.2 million,] bore interest at a fixed rate of [removed: 4.85%] [added: 6.94%] per annum and was scheduled to mature on [removed: October] [added: August] 1, [removed: 2020.][added: 2021.]

The [added: loan proceeds were used to prepay the previous mortgage loan, which had an] outstanding [added: principal] balance of [removed: the loan totaled] approximately [removed: $114.2] [added: $200.3] million, bore interest at a fixed rate of [removed: 4.85%] [added: 6.044%] per annum and was scheduled to mature on [removed: November] [added: March] 1, [removed: 2020.][added: 2022.]

The [removed: new] mortgage loan [removed: totals $125.0] [added: has a principal amount of $250.0] million, bears interest at a variable rate equal to [removed: (1)] the greater of (x) [removed: LIBOR] [added: 2.35%] or (y) [removed: 0.50%,] [added: LIBOR] plus [removed: (2) 2.30%] [added: 2.20%] per [removed: annum,] [added: annum] and matures on [removed: November 10, 2025, with one, one-year extension option, subject to certain conditions.][added: September 1, 2026.]

On [removed: October 1, 2020,] [added: June 11, 2021,] a joint venture in which we have a 50% interest [removed: completed and fully] [added: partially] placed in-service [removed: Dock 72,] [added: 100 Causeway Street,] a Class A office project with approximately [removed: 669,000] [added: 634,000] net rentable square feet located in [removed: Brooklyn, New York that is 33% leased.][added: Boston, Massachusetts.]

On February [removed: 4, 2020,] [added: 2, 2021,] BXP’s Compensation Committee approved a new equity-based, multi-year, long-term incentive program (the [removed: “2020] [added: “2021] MYLTIP”) as a performance-based component of our overall compensation program.

Under the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 718 “Compensation - Stock Compensation,” the [removed: 2020] [added: 2021] MYLTIP has an aggregate value of approximately [removed: $13.7] [added: $15.3] million, which amount will generally be amortized into earnings [removed: over the four-year plan period] under the graded vesting method (See Note 16 to the Consolidated Financial Statements).

On February [removed: 6, 2020,] [added: 5, 2021,] the measurement period for our [removed: 2017] [added: 2018] MYLTIP awards ended and, based on BXP’s relative TSR performance, the final awards were determined to be [removed: 83.8%] [added: 29.2%] of [removed: target] [added: target,] or an aggregate of approximately [removed: $17.6] [added: $4.6] million (after giving effect to employee separations).

BXP was formed in 1997 to succeed the real estate development, redevelopment, acquisition, management, operating and leasing businesses associated with the predecessor company founded by Mortimer B.

Zuckerman and Edward H.

Linde in 1970.

*Acquisitions*

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

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

The properties are 100% leased.

On August 2, 2021, we acquired Shady Grove Innovation District in Rockville, Maryland, for a purchase price, including transaction costs, of approximately $118.5 million in cash.

Shady Grove Innovation District is an approximately 435,000 net rentable square foot, seven-building office park situated on an approximately 31-acre site.

We intend to reposition three of the buildings, which are currently vacant, to support lab or life sciences uses.

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

We anticipate that we will redevelop or convert the remaining four buildings to lab or life sciences-related uses as each becomes vacant.

On December 14, 2021, we completed the acquisition of 360 Park Avenue South, an approximately 450,000 square-foot, 20-story Class A office property located in the Midtown South submarket of Manhattan.

The gross purchase price, including transaction costs, was approximately $300.7 million and consisted of (1) the assumption of approximately $200.3 million of mortgage debt collateralized by the property and (2) the issuance of approximately 866,503 common units of limited partnership interest in BPLP (“OP Units”).

The OP Units issued totaled approximately $99.7 million based on the average closing price per share of BXP common stock for the five trading days immediately preceding the closing date.

Following the acquisition, on December 14, 2021, we refinanced the mortgage loan with a new lender.

The new mortgage loan totals $220.0 million (See Note 7 to the Consolidated Financial Statements).

On December 15, 2021, we entered into a joint venture with two institutional partners, as part of our Strategic Capital Program (“SCP”), and contributed the property and related loan for our aggregate (direct and indirect) 42.21% ownership interest in the joint venture (See Note 6 to the Consolidated Financial Statements).

The joint venture has commenced redevelopment activity.

*Pending Acquisition*

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

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

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

The property is 100% leased to a single tenant with a lease that expires concurrently with the planned closing.

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

On December 13, 2018, we sold our 6595 Springfield Center Drive development project located in Springfield, Virginia.

Concurrently with the sale, we agreed to act as development manager and guaranteed the completion of the project (See Note 10 to the Consolidated Financial Statements).

The development project achieved final completion during the third quarter of 2021.

The total cost of development was determined to be below the estimated total investment at the time of sale.

As a result, we recognized a gain on sale of real estate of approximately $8.1 million during the year ended December 31, 2021.

On October 25, 2021, we completed the sale of our 181,191 and 201 Spring Street properties located in Lexington, Massachusetts for an aggregate gross sales price of $191.5 million.

For a detailed list of the properties under construction/

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

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

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

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

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

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

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

Subsequently, we demolished the building and expect to redevelop the site at a future date.

Preferred units of BPLP have the rights, preferences and other privileges set forth in an amendment to the limited partnership agreement of BPLP.

As of December 31, 2020 and February 22, 2021, BPLP had one series of

Preferred Units outstanding consisting of 80,000 Series B Preferred Units.

The Series B Preferred Units have a liquidation preference of $2,500 per share (or an aggregate of approximately $193.6 million at December 31, 2020 and February 22, 2021, after deducting the underwriting discount and transaction expenses).

BXP contributed the net proceeds from the offering to BPLP in exchange for Series B Preferred Units having rights, performance and privileges generally mirroring those of the Series B Preferred Stock.

BXP will pay cumulative cash dividends on the Series B Preferred Stock at a rate of 5.25% per annum of the $2,500 liquidation preference per share.

The Series B Preferred Stock is not redeemable by the holders, has no maturity date and is not convertible into any other security of ours or our affiliates.

On January 28, 2020, we entered into a joint venture with a third party to own, operate and develop properties at our Gateway Commons complex located in South San Francisco, California.

We contributed our 601, 611 and 651 Gateway properties and development rights with an agreed upon value aggregating approximately $350.0 million for our 50% interest in the joint venture.

The partner contributed three properties and development rights with an agreed upon value aggregating approximately $280.8 million at closing and will contribute cash totaling approximately $69.2 million in the future for its 50% ownership interest in the joint venture.

As a result of the partner’s deferred contribution, we have an initial approximately 55% interest in the joint venture.

Future development projects will be owned 49% by us and 51% by our partner.

Upon the partner’s contribution, we ceased accounting for the joint venture entity on a consolidated basis and are accounting for the joint venture entity on an unconsolidated basis using the equity method of accounting, as we have reduced our ownership interest in the joint venture entity and no longer have a controlling financial or operating interest in the joint venture entity (See Note 6).

We recognized a gain on the retained and sold interest in the real estate contributed to the joint venture totaling approximately $217.7 million for BXP and $222.4 million for BPLP during the year ended December 31, 2020 within Gains on Sales of Real Estate on the respective Consolidated Statements of Operations, as the fair value of the real estate exceeded its carrying value (See “*Investments in Unconsolidated Joint Ventures” below)*.

On February 20, 2020, we completed the sale of New Dominion Technology Park located in Herndon, Virginia for a gross sale price of $256.0 million.

New Dominion Technology Park is comprised of two Class A office properties aggregating approximately 493,000 net rentable square feet.

On June 25, 2020, we completed the sale of a portion of our Capital Gallery property located in Washington, DC for a gross sale price of approximately $253.7 million.

Net cash proceeds totaled approximately $246.6 million, resulting in a gain on sale of real estate totaling approximately $203.5 million for BXP and approximately $207.0 million for BPLP.

The portion sold was comprised of approximately 455,000 net rentable square feet of commercial office space.

We continue to own the land, underground parking garage and remaining commercial office and retail space containing approximately 176,000 net rentable square feet at the property.

On December 16, 2020, we completed the sale of a parcel of land located in Marlborough, Massachusetts for a gross sale price of approximately $14.3 million.

Net cash proceeds totaled approximately $14.2 million, resulting in a gain on sale of real estate totaling approximately $5.2 million.

remains to be invested as of December 31, 2020.

On March 26, 2020, we completed and fully placed in-service 17Fifty Presidents Street located in Reston, Virginia.

17Fifty Presidents Street is a build-to-suit project with approximately 276,000 net rentable square feet of Class A office space that is 100% leased.

As of December 31, 2020, the office portion of the property was 100% leased, including a lease with a future commencement.

On June 26, 2020, we completed the acquisition of real property at 777 Harrison Street (known as Fourth + Harrison and formerly known as 425 Fourth Street) located in San Francisco, California for a gross purchase price, including entitlements, totaling approximately $140.1 million.

On July 31, 2020 and December 16, 2020, we acquired real property at 759 Harrison Street located in San Francisco, California, which is expected to be included in the Fourth + Harrison development project, for an aggregate purchase price totaling approximately $4.5 million.

759 Harrison Street and Fourth + Harrison are expected to support the development of approximately 850,000 square feet of primarily commercial office space.

On August 15, 2020, we completed and fully placed in-service The Skylyne, an approximately 331,000 square foot project comprised of 402 residential units and retail space located in Oakland, California.

On November 3, 2020, we signed an approximately 138,000 square-foot, 10-year lease with a new tenant at 200 West Street in Waltham, Massachusetts.

We are currently redeveloping a portion of 200 West Street into life sciences space with expected completion in 2021.

With this lease, the property is 100% leased.

On July 29, 2020, we entered into a 99-year ground lease with a third-party hotel developer for land at our Reston Next property located in Reston, Virginia, which will support the development of a 270-room, approximately 241,000 square foot hotel property.

The lease commenced on October 21, 2020 and, upon commencement, we performed classification testing.

The ground lease is subject to termination rights with respect to the hotel developer’s ability to obtain construction financing for the property and, as of the lease commencement date, we were not reasonably certain that those termination rights would not be exercised and as such we have accounted for this as an operating lease that will expire on August 28, 2022.

On January 28, 2020, we entered into a joint venture with a third party to own, operate and develop properties at our Gateway Commons complex located in South San Francisco, California.

We contributed our 601, 611 and 651 Gateway properties and development rights with an agreed upon value aggregating approximately $350.0 million for our 50% interest in the joint venture (See Note 3).

601, 611 and 651 Gateway consist of three Class A office properties aggregating approximately 768,000 net rentable square feet.

The partner contributed three properties and development rights with an agreed upon value aggregating approximately $280.8 million at closing and will contribute cash totaling approximately $69.2 million in the future for its 50% ownership interest in the joint

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: (Registrants’] [added: (Registrants’] telephone number, including area [removed: code)][added: code)]

| [removed: Registrant] [added: Registrant] | | | [removed: Title] [added: | | | Title] of each [removed: class] [added: class] | | | [removed: Trading Symbol(s)] | | | [removed: Name] [added: Trading Symbol(s) | | | | | | Name] of each exchange on which [removed: registered] [added: registered] | | |

| Boston Properties, Inc. | | | [added: | | |] Common Stock, par value $.01 per share | | | [added: | | |] BXP | | | [added: | | |] New York Stock Exchange | | |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]

| [removed: Registrant] [added: Registrant] | | | [removed: Title] [added: | | | Title] of each [removed: class] [added: class] | | |

| Boston Properties Limited Partnership | | | [added: | | |] Units of Limited Partnership | | |

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the [removed: 155,311,291] [added: 155,788,201] shares of Common Stock held by non-affiliates of Boston Properties, Inc. was [removed: $14,037,034,481] [added: $17,851,769,904] based upon the last reported sale price of [removed: $90.38] [added: $114.59] per share on the New York Stock Exchange on June 30, [removed: 2020.][added: 2021.]

As of February [removed: 22, 2021,] [added: 14, 2022,] there were [removed: 155,805,646] [added: 156,676,277] shares of Common Stock of Boston Properties, Inc. outstanding.

Certain information contained in Boston Properties Inc.’s Proxy Statement relating to its Annual Meeting of Stockholders to be held May [removed: 20, 2021] [added: 19, 2022] is incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III.

Boston Properties, Inc. intends to file such Proxy Statement with the Securities and Exchange Commission not later than 120 days after the end of its fiscal year ended December 31, [removed: 2020.][added: 2021.]

This report combines the Annual Reports on Form 10-K for the fiscal year ended December 31, [removed: 2020] [added: 2021] of Boston Properties, Inc. and Boston Properties Limited Partnership.

As of December 31, [removed: 2020,] [added: 2021,] BXP owned an approximate [removed: 90.0%] [added: 89.7%] ownership interest in BPLP.

The remaining approximate [removed: 10.0%] [added: 10.3%] interest was owned by limited partners.

The Company believes that combining the Annual Reports on Form 10-K of BXP and BPLP into this single [removed: report provides the following benefits:][added: report:]

- enhances investors’ understanding of BXP and BPLP by enabling [removed: investors] [added: them] to view the business as a whole in the same manner as management views and operates the business;

Except for the net proceeds from equity [removed: offerings] [added: issuances] by BXP, which are contributed to the capital of BPLP in exchange for common or preferred units of partnership in BPLP, as applicable, BPLP generates all remaining capital required by the Company’s business.

noncontrolling interests [removed: at BPLP’s level] [added: in BPLP] and limited partners of BPLP.

This [added: accounting] resulted in a [added: step-up of the real estate assets of BXP at the time of such redemptions, resulting in a] difference between the net real estate of BXP as compared to BPLP of approximately [removed: $271.3] [added: $261.4] million, or 1.5% at December 31, [removed: 2020,] [added: 2021,] and a corresponding difference in depreciation expense, impairment losses and gains on sales of real estate upon the sale of [removed: certain] [added: these] properties having an allocation of the real estate step-up.

The acquisition accounting was nullified on a prospective basis beginning in 2009 as a result of the Company’s adoption of a new accounting standard requiring any [removed: future] [added: subsequent] redemptions to be accounted for solely as an equity transaction.

To help investors better understand the key differences between BXP and BPLP, [removed: certain] [added: the following items in this report present] information [added: separately] for BXP and [removed: BPLP in this report has been separated, as set forth below:][added: BPLP:]

Earnings Per Share / Common Unit; [removed: and]

This report also includes [removed: the following] separate [removed: items for each of BXP and BPLP:] Part II, Item 9A.

Controls and Procedures, consents of the independent registered public accounting firm (Exhibits 23.1 and 23.2), and certifications (Exhibits [removed: 31.1, 31.2, 31.3, 31.4, 32.1, 32.2, 32.3] [added: 31.1 to 31.4] and [removed: 32.4).][added: 32.1 to 32.4) for each of BXP and BPLP.]

| 1A. | | | [RISK [removed: FACTORS](#id5ed8bc91ee042e58978ca99b095859f_28)] [added: FACTORS](#i527431e87b6e4875ab237c2209d9a08f_34)] | | | [removed: [19](#id5ed8bc91ee042e58978ca99b095859f_28)] [added: [25](#i527431e87b6e4875ab237c2209d9a08f_34)] | | |

| 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#id5ed8bc91ee042e58978ca99b095859f_25)] [added: COMMENTS](#i527431e87b6e4875ab237c2209d9a08f_37)] | | | [removed: [42](#id5ed8bc91ee042e58978ca99b095859f_25)] [added: [48](#i527431e87b6e4875ab237c2209d9a08f_37)] | | |

| 3. | | | [LEGAL [removed: PROCEEDINGS](#id5ed8bc91ee042e58978ca99b095859f_34)] [added: PROCEEDINGS](#i527431e87b6e4875ab237c2209d9a08f_43)] | | | [removed: [49](#id5ed8bc91ee042e58978ca99b095859f_34)] [added: [54](#i527431e87b6e4875ab237c2209d9a08f_43)] | | |

| 4. | | | [MINE SAFETY [removed: DISCLOSURES](#id5ed8bc91ee042e58978ca99b095859f_37)] [added: DISCLOSURES](#i527431e87b6e4875ab237c2209d9a08f_46)] | | | [removed: [49](#id5ed8bc91ee042e58978ca99b095859f_37)] [added: [54](#i527431e87b6e4875ab237c2209d9a08f_46)] | | |

| 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#id5ed8bc91ee042e58978ca99b095859f_94)] [added: SECURITIES](#i527431e87b6e4875ab237c2209d9a08f_52)] | | | [removed: [50](#id5ed8bc91ee042e58978ca99b095859f_94)] [added: [55](#i527431e87b6e4875ab237c2209d9a08f_52)] | | |

| 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#id5ed8bc91ee042e58978ca99b095859f_280)] [added: OPERATIONS](#i527431e87b6e4875ab237c2209d9a08f_262)] | | | [removed: [57](#id5ed8bc91ee042e58978ca99b095859f_280)] [added: [58](#i527431e87b6e4875ab237c2209d9a08f_262)] | | |

| 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#id5ed8bc91ee042e58978ca99b095859f_334)] [added: RISK](#i527431e87b6e4875ab237c2209d9a08f_325)] | | | [removed: [110](#id5ed8bc91ee042e58978ca99b095859f_334)] [added: [102](#i527431e87b6e4875ab237c2209d9a08f_325)] | | |

| 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#id5ed8bc91ee042e58978ca99b095859f_109)] [added: DATA](#i527431e87b6e4875ab237c2209d9a08f_61)] | | | [removed: [111](#id5ed8bc91ee042e58978ca99b095859f_109)] [added: [104](#i527431e87b6e4875ab237c2209d9a08f_61)] | | |

| 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#id5ed8bc91ee042e58978ca99b095859f_97)] [added: DISCLOSURE](#i527431e87b6e4875ab237c2209d9a08f_328)] | | | [removed: [182](#id5ed8bc91ee042e58978ca99b095859f_97)] [added: [177](#i527431e87b6e4875ab237c2209d9a08f_328)] | | |

| 9A. | | | [CONTROLS AND [removed: PROCEDURES](#id5ed8bc91ee042e58978ca99b095859f_103)] [added: PROCEDURES](#i527431e87b6e4875ab237c2209d9a08f_331)] | | | [removed: [182](#id5ed8bc91ee042e58978ca99b095859f_103)] [added: [177](#i527431e87b6e4875ab237c2209d9a08f_331)] | | |

| 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#id5ed8bc91ee042e58978ca99b095859f_115)] [added: GOVERNANCE](#i527431e87b6e4875ab237c2209d9a08f_340)] | | | [removed: [183](#id5ed8bc91ee042e58978ca99b095859f_115)] [added: [179](#i527431e87b6e4875ab237c2209d9a08f_340)] | | |

| 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#id5ed8bc91ee042e58978ca99b095859f_121)] [added: MATTERS](#i527431e87b6e4875ab237c2209d9a08f_346)] | | | [removed: [183](#id5ed8bc91ee042e58978ca99b095859f_121)] [added: [179](#i527431e87b6e4875ab237c2209d9a08f_346)] | | |

| 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#id5ed8bc91ee042e58978ca99b095859f_124)] [added: INDEPENDENCE](#i527431e87b6e4875ab237c2209d9a08f_349)] | | | [removed: [184](#id5ed8bc91ee042e58978ca99b095859f_124)] [added: [180](#i527431e87b6e4875ab237c2209d9a08f_349)] | | |

| 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#id5ed8bc91ee042e58978ca99b095859f_127)] [added: SERVICES](#i527431e87b6e4875ab237c2209d9a08f_352)] | | | [removed: [184](#id5ed8bc91ee042e58978ca99b095859f_127)] [added: [180](#i527431e87b6e4875ab237c2209d9a08f_352)] | | |

| 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#id5ed8bc91ee042e58978ca99b095859f_133)] [added: SCHEDULES](#i527431e87b6e4875ab237c2209d9a08f_358)] | | | [removed: [185](#id5ed8bc91ee042e58978ca99b095859f_133)] [added: [181](#i527431e87b6e4875ab237c2209d9a08f_358)] | | |

- The COVID-19 pandemic has caused severe disruptions in the United States and global [removed: economies] [added: economies, including disruptions in the financial] and [removed: we expect it will continue to] [added: labor markets, which could] materially and adversely affect our financial condition, results of operations, cash flows, liquidity and performance and that of our tenants.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [PART I](#i527431e87b6e4875ab237c2209d9a08f_79) | | | | | | [3](#i527431e87b6e4875ab237c2209d9a08f_79) | | |

| 1. | | | [BUSINESS](#i527431e87b6e4875ab237c2209d9a08f_19) | | | [3](#i527431e87b6e4875ab237c2209d9a08f_19) | | |

| 2. | | | [PROPERTIES](#i527431e87b6e4875ab237c2209d9a08f_40) | | | [48](#i527431e87b6e4875ab237c2209d9a08f_40) | | |

| [PART II](#i527431e87b6e4875ab237c2209d9a08f_49) | | | | | | [55](#i527431e87b6e4875ab237c2209d9a08f_49) | | |

| 6. | | | [RESERVED](#i527431e87b6e4875ab237c2209d9a08f_3822) | | | [57](#i527431e87b6e4875ab237c2209d9a08f_3822) | | |

| 9B. | | | [OTHER INFORMATION](#i527431e87b6e4875ab237c2209d9a08f_334) | | | [178](#i527431e87b6e4875ab237c2209d9a08f_334) | | |

| 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#i527431e87b6e4875ab237c2209d9a08f_3915) | | | [178](#i527431e87b6e4875ab237c2209d9a08f_3915) | | |

| [PART III](#i527431e87b6e4875ab237c2209d9a08f_337) | | | | | | [179](#i527431e87b6e4875ab237c2209d9a08f_337) | | |

| 11. | | | [EXECUTIVE COMPENSATION](#i527431e87b6e4875ab237c2209d9a08f_343) | | | [179](#i527431e87b6e4875ab237c2209d9a08f_343) | | |

| | | | | | | | | |

| [PART IV](#i527431e87b6e4875ab237c2209d9a08f_355) | | | | | | [181](#i527431e87b6e4875ab237c2209d9a08f_355) | | |

| 16. | | | [FORM 10-K SUMMARY](#i527431e87b6e4875ab237c2209d9a08f_376) | | | [195](#i527431e87b6e4875ab237c2209d9a08f_376) | | |

◦potential delays in completion of development and redevelopment projects due to supply chain disruptions and labor shortages; and

◦potential increase in costs to maintain, renovate and develop our properties related to inflation.

- Our involvement in legal proceedings and other claims may result in substantial monetary and other costs that have a material adverse effect on our results of operations.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Boston Properties, Inc. | | | Depository Shares Each Representing 1/100th of a share | | | BXP PRB | | | New York Stock Exchange | | |

| of 5.25% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share | | | | | | | | | | | |

This accounting resulted in a step-up of the real estate assets at BXP.

- Item 6.

Selected Financial Data;

| [PART I](#id5ed8bc91ee042e58978ca99b095859f_3458) | | | | | | [2](#id5ed8bc91ee042e58978ca99b095859f_3458) | | |

| 1. | | | [BUSINESS](#id5ed8bc91ee042e58978ca99b095859f_10) | | | [2](#id5ed8bc91ee042e58978ca99b095859f_10) | | |

| 2. | | | [PROPERTIES](#id5ed8bc91ee042e58978ca99b095859f_31) | | | [43](#id5ed8bc91ee042e58978ca99b095859f_31) | | |

| [PART II](#id5ed8bc91ee042e58978ca99b095859f_106) | | | | | | [50](#id5ed8bc91ee042e58978ca99b095859f_106) | | |

| 6. | | | [SELECTED FINANCIAL DATA](#id5ed8bc91ee042e58978ca99b095859f_55) | | | [52](#id5ed8bc91ee042e58978ca99b095859f_55) | | |

| 9B. | | | [OTHER INFORMATION](#id5ed8bc91ee042e58978ca99b095859f_100) | | | [182](#id5ed8bc91ee042e58978ca99b095859f_100) | | |

| [PART III](#id5ed8bc91ee042e58978ca99b095859f_112) | | | | | | [183](#id5ed8bc91ee042e58978ca99b095859f_112) | | |

| 11. | | | [EXECUTIVE COMPENSATION](#id5ed8bc91ee042e58978ca99b095859f_118) | | | [183](#id5ed8bc91ee042e58978ca99b095859f_118) | | |

| [PART IV](#id5ed8bc91ee042e58978ca99b095859f_130) | | | | | | [185](#id5ed8bc91ee042e58978ca99b095859f_130) | | |

| 16. | | | [FORM 10-K SUMMARY](#id5ed8bc91ee042e58978ca99b095859f_151) | | | [199](#id5ed8bc91ee042e58978ca99b095859f_151) | | |

- Litigation could have a material adverse effect.

At December 31, [removed: 2020,] [added: 2021,] we owned or had joint venture interests in [removed: 196] [added: 201] commercial real estate properties, aggregating approximately [removed: 51.2] [added: 52.8] million net rentable square feet of primarily Class A office properties, including [removed: six] [added: nine] properties under construction/redevelopment totaling approximately [removed: 3.7] [added: 3.4] million net rentable square feet.

Our properties consisted of (1) [removed: 177] [added: 182] office properties (including [removed: six] [added: nine] properties under construction/redevelopment), (2) 12 retail properties, (3) six residential properties and (4) one hotel.

The table set forth below shows information relating to the properties we owned, or in which we had an ownership interest, at December 31, [removed: 2020,] [added: 2021,] and it includes properties held by both consolidated and unconsolidated joint ventures.

| Properties | | | | | | Location | | | | | | % Leased as of December 31, [removed: 2020] [added: 2021] (1) | | | | | | | | | | | | Number of Buildings | | | | | | Net Rentable Square Feet | | | | | | | | |

| 767 Fifth Avenue (The GM Building) (60% ownership) | | | | | | New York, NY | | | | | | [removed: 89.3] [added: 90.3] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,957,768] [added: 1,959,046] | | | | | | | | |

| 200 Clarendon Street | | | | | | Boston, MA | | | | | | [removed: 98.0] [added: 97.3] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,768,163] [added: 1,768,799] | | | | | | | | |

| 399 Park Avenue | | | | | | New York, NY | | | | | | [removed: 90.4] [added: 96.8] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,576,437] [added: 1,577,544] | | | | | | | | |

| 601 Lexington Avenue (55% ownership) [removed: (2)] | | | | | | New York, NY | | | | | | [removed: 97.6] [added: 95.7] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,445,155] [added: 1,671,749] | | | | | | | | |

| Times Square Tower (55% ownership) | | | | | | New York, NY | | | | | | [removed: 94.7] [added: 85.3] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,241,443] [added: 1,225,448] | | | | | | | | |

| 100 Federal Street (55% ownership) | | | | | | Boston, MA | | | | | | [removed: 98.2] [added: 97.9] | | % | | | | | | | | | | 1 | | | | | | 1,238,461 | | | | | | | | |

| 800 Boylston Street - The Prudential Center | | | | | | Boston, MA | | | | | | [removed: 93.0] [added: 90.1] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,235,538] [added: 1,197,745] | | | | | | | | |

| Colorado Center (50% ownership) [removed: (3)] [added: (2)] | | | | | | Santa Monica, CA | | | | | | [removed: 93.6] [added: 87.8] | | % | | | | | | | | | | 6 | | | | | | [removed: 1,128,600] [added: 1,130,605] | | | | | | | | |

| Santa Monica Business Park (55% ownership) [removed: (3)] [added: (2)] | | | | | | Santa Monica, CA | | | | | | [removed: 93.7] [added: 89.7] | | % | | | | | | | | | | 14 | | | | | | [removed: 1,102,722] [added: 1,102,592] | | | | | | | | |

| Gateway Commons (50% Ownership) [added: (2)] (3) [removed: (4)] | | | | | | South San Francisco, CA | | | | | | [removed: 82.0] [added: 71.1] | | % | | | | | | | | | | 6 | | | | | | [removed: 1,070,388] [added: 1,080,722] | | | | | | | | |

| 599 Lexington Avenue | | | | | | New York, NY | | | | | | [removed: 99.3] [added: 99.4] | | % | | | | | | | | | | 1 | | | | | | 1,062,708 | | | | | | | | |

| Bay Colony Corporate Center | | | | | | Waltham, MA | | | | | | [removed: 81.0] [added: 73.4] | | % | | | | | | | | | | 4 | | | | | | [removed: 1,001,136] [added: 993,110] | | | | | | | | |

| 250 West 55th Street | | | | | | New York, NY | | | | | | [removed: 99.4] [added: 99.3] | | % | | | | | | | | | | 1 | | | | | | 966,979 | | | | | | | | |

| Embarcadero Center Four | | | | | | San Francisco, CA | | | | | | [removed: 96.2] [added: 92.9] | | % | | | | | | | | | | 1 | | | | | | [removed: 941,138] [added: 941,228] | | | | | | | | |

| 111 Huntington Avenue - The Prudential Center | | | | | | Boston, MA | | | | | | [removed: 100.0] [added: 93.4] | | % | | | | | | | | | | 1 | | | | | | [removed: 860,455] [added: 860,456] | | | | | | | | |

| Embarcadero Center One | | | | | | San Francisco, CA | | | | | | [removed: 89.4] [added: 84.4] | | % | | | | | | | | | | 1 | | | | | | [removed: 822,264] [added: 831,603] | | | | | | | | |

| Embarcadero Center Two | | | | | | San Francisco, CA | | | | | | [removed: 90.7] [added: 87.0] | | % | | | | | | | | | | 1 | | | | | | [removed: 799,366] [added: 801,378] | | | | | | | | |

| Embarcadero Center Three | | | | | | San Francisco, CA | | | | | | [removed: 91.5] [added: 86.7] | | % | | | | | | | | | | 1 | | | | | | [removed: 786,078] [added: 786,864] | | | | | | | | |

| Dock 72 (50% ownership) [removed: (3)] [added: (2)] | | | | | | Brooklyn, NY | | | | | | 33.1 | | % | | | | | | | | | | 1 | | | | | | 668,625 | | | | | | | | |

| Metropolitan Square (20% ownership) [removed: (3)] [added: (2)] | | | | | | Washington, DC | | | | | | [removed: 62.2] [added: 65.6] | | % | | | | | | | | | | 1 | | | | | | [removed: 654,145] [added: 657,481] | | | | | | | | |

| South of Market | | | | | | Reston, VA | | | | | | [removed: 76.5] [added: 99.0] | | % | | | | | | | | | | 3 | | | | | | 623,250 | | | | | | | | |

| Mountain View Research Park | | | | | | Mountain View, CA | | | | | | [removed: 76.3] [added: 82.0] | | % | | | | | | | | | | 15 | | | | | | 542,264 | | | | | | | | |

| 901 New York Avenue (25% ownership) [removed: (3)] [added: (2)] | | | | | | Washington, DC | | | | | | [removed: 74.6] [added: 74.4] | | % | | | | | | | | | | 1 | | | | | | [removed: 541,990] [added: 541,743] | | | | | | | | |

| Fountain Square | | | | | | Reston, VA | | | | | | [removed: 80.7] [added: 76.5] | | % | | | | | | | | | | 2 | | | | | | [removed: 505,458] [added: 505,232] | | | | | | | | |

| Properties | | | | | | Location | | | | | | % Leased as of December 31, [removed: 2020] [added: 2021] (1) | | | | | | | | | | | | Number of Buildings | | | | | | Net Rentable Square Feet | | | | | | | | |

| 601 Massachusetts Avenue | | | | | | Washington, DC | | | | | | [removed: 97.3] [added: 98.7] | | % | | | | | | | | | | 1 | | | | | | [removed: 478,818] [added: 478,667] | | | | | | | | |

| 2200 Pennsylvania Avenue | | | | | | Washington, DC | | | | | | [removed: 97.8] [added: 97.3] | | % | | | | | | | | | | 1 | | | | | | [removed: 458,831] [added: 459,667] | | | | | | | | |

| One Freedom Square | | | | | | Reston, VA | | | | | | [removed: 64.1] [added: 84.7] | | % | | | | | | | | | | 1 | | | | | | [removed: 430,640] [added: 429,541] | | | | | | | | |

| Two Freedom Square | | | | | | Reston, VA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | [removed: 421,865] [added: 423,222] | | | | | | | | |

| Market Square North (50% ownership) [removed: (3)] [added: (2)] | | | | | | Washington, DC | | | | | | [removed: 78.8] [added: 77.9] | | % | | | | | | | | | | 1 | | | | | | [removed: 417,979] [added: 417,989] | | | | | | | | |

| The Hub on Causeway - Podium (50% ownership) [removed: (3)] [added: (2)] | | | | | | Boston, MA | | | | | | [removed: 98.3] [added: 80.3] | | % | | | | | | | | | | 1 | | | | | | 382,497 | | | | | | | | |

| 510 Madison Avenue | | | | | | New York, NY | | | | | | [removed: 98.4] [added: 99.0] | | % | | | | | | | | | | 1 | | | | | | [removed: 355,083] [added: 353,800] | | | | | | | | |

| 535 Mission Street | | | | | | San Francisco, CA | | | | | | [removed: 95.7] [added: 88.8] | | % | | | | | | | | | | 1 | | | | | | 307,235 | | | | | | | | |

| Waltham Weston Corporate Center | | | | | | Waltham, MA | | | | | | [removed: 92.7] [added: 88.2] | | % | | | | | | | | | | 1 | | | | | | 301,611 | | | | | | | | |

| Wisconsin Place Office | | | | | | Chevy Chase, MD | | | | | | [removed: 82.3] [added: 85.6] | | % | | | | | | | | | | 1 | | | | | | [removed: 299,217] [added: 299,248] | | | | | | | | |

| 230 CityPoint | | | | | | Waltham, MA | | | | | | [removed: 93.9] [added: 93.8] | | % | | | | | | | | | | 1 | | | | | | [removed: 296,212] [added: 296,720] | | | | | | | | |

| Safeco Plaza (33.67% ownership) (2) | | | | | | Seattle, WA | | | | | | 90.9 | | % | | | | | | | | | | 1 | | | | | | 764,866 | | | | | | | | |

| Reservoir Place | | | | | | Waltham, MA | | | | | | 80.4 | | % | | | | | | | | | | 1 | | | | | | 527,029 | | | | | | | | |

| 145 Broadway | | | | | | Cambridge, MA | | | | | | 99.1 | | % | | | | | | | | | | 1 | | | | | | 490,086 | | | | | | | | |

| Shady Grove Innovation District | | | | | | Rockville, MD | | | | | | 64.4 | | % | | | | | | | | | | 4 | | | | | | 233,452 | | | | | | | | |

| 890 Winter Street | | | | | | Waltham, MA | | | | | | 58.2 | | % | | | | | | | | | | 1 | | | | | | 177,417 | | | | | | | | |

| Kingstowne One | | | | | | Alexandria, VA | | | | | | 53.5 | | % | | | | | | | | | | 1 | | | | | | 153,401 | | | | | | | | |

| 153 & 211 Second Avenue | | | | | | Waltham, MA | | | | | | 100.0 | | % | | | | | | | | | | 2 | | | | | | 136,882 | | | | | | | | |

| Subtotal for Office Properties | | | | | | | | | | | | 88.9 | | % | | | | | | | | | | 173 | | | | | | 46,221,754 | | | | | | | | |

| Subtotal for In-Service Properties | | | | | | | | | | | | 88.8 | | % | | | | | | | | | | 192 | | | | | | 49,384,706 | | | | | | | | |

| 360 Park Avenue South (redevelopment) (42% ownership) (2) | | | | | | New York, NY | | | | | | — | | % | | | | | | | | | | 1 | | | | | | 450,000 | | | | | | | | |

| Lab/Life Sciences | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 880 Winter Street (redevelopment) | | | | | | Waltham, MA | | | | | | 74.0 | | % | | | | | | | | | | 1 | | | | | | 224,000 | | | | | | | | |

| 751 Gateway (49% ownership) (2) | | | | | | South San Francisco, CA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 230,592 | | | | | | | | |

| 103 CityPoint | | | | | | Waltham, MA | | | | | | — | | % | | | | | | | | | | 1 | | | | | | 113,000 | | | | | | | | |

| 180 CityPoint | | | | | | Waltham, MA | | | | | | — | | % | | | | | | | | | | 1 | | | | | | 329,000 | | | | | | | | |

| View Boston Observatory at The Prudential Center (redevelopment) | | | | | | Boston, MA | | | | | | N/A | | | | | | | | | | | | — | | | | | | 59,000 | | | | | | | | |

| Properties | | | | | | Location | | | | | | % Leased as of December 31, 2021 (1) | | | | | | | | | | | | Number of Buildings | | | | | | Net Rentable Square Feet | | | | | | | | |

| Total Portfolio | | | | | | | | | | | | | | | | | | | | | | | | 201 | | | | | | 52,752,298 | | | | | | | | |

(3)On January 18, 2022, 651 Gateway was taken out of service and placed in redevelopment.

651 Gateway is 292,967 net rentable square feet.

(4)Includes 138,444 square feet of redevelopment that was fully placed in-service in December 2021.

The hotel continues to operate at a diminished occupancy due to the continued impact of COVID-19 on business and leisure travel.

(12)The property was 28% placed in-service as of December 31, 2021.

(13)Total percentage leased excludes Other.

| 4. | | | | | | Microsoft | | | | | | 676,013 | | | | | | 1.67 | | % |

| 6. | | | | | | US Government | | | | | | 567,810 | | | | | | 1.40 | | % |

| 9. | | | | | | Google | | | | | | 457,077 | | | | | | 1.13 | | % |

| 10. | | | | | | WeWork | | | | | | 439,463 | | | | | | 1.08 | | % |

| 12. | | | | | | Fannie Mae | | | | | | 370,986 | | | | | | 0.91 | | % |

| 13. | | | | | | Marriott | | | | | | 366,742 | | | | | | 0.90 | | % |

| 16. | | | | | | Bank of America | | | | | | 335,099 | | | | | | 0.83 | | % |

| 17. | | | | | | Integrated Holding Group | | | | | | 333,926 | | | | | | 0.82 | | % |

| 18. | | | | | | Snap | | | | | | 331,522 | | | | | | 0.82 | | % |

| 20. | | | | | | Leidos | | | | | | 280,799 | | | | | | 0.69 | | % |

| Technology & Media | | | 21.3% | | |

| Life Sciences | | | 8.2% | | |

| Other | | | 2.7% | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2021 (5) | | | | | | 244,699 | | | | | | $14,617,803 | | | | | | $59.74 | | | | | | $14,685,404 | | | | | | $60.01 | | | | | | 0.52 | | % |

| Reservoir Place | | | | | | Waltham, MA | | | | | | 90.1 | | % | | | | | | | | | | 1 | | | | | | 526,985 | | | | | | | | |

| 145 Broadway | | | | | | Cambridge, MA | | | | | | 98.5 | | % | | | | | | | | | | 1 | | | | | | 488,862 | | | | | | | | |

| 880 & 890 Winter Street | | | | | | Waltham, MA | | | | | | 78.5 | | % | | | | | | | | | | 2 | | | | | | 392,576 | | | | | | | | |

| 3625-3635 Peterson Way (5) | | | | | | Santa Clara, CA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 218,366 | | | | | | | | |

| 191 Spring Street | | | | | | Lexington, MA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 170,997 | | | | | | | | |

| Kingstowne One | | | | | | Alexandria, VA | | | | | | 93.0 | | % | | | | | | | | | | 1 | | | | | | 150,957 | | | | | | | | |

| Annapolis Junction Building Seven (50% ownership) (3) | | | | | | Annapolis, MD | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 127,229 | | | | | | | | |

| Annapolis Junction Building Six (50% ownership) (3) | | | | | | Annapolis, MD | | | | | | 75.2 | | % | | | | | | | | | | 1 | | | | | | 119,339 | | | | | | | | |

| 201 Spring Street | | | | | | Lexington, MA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 106,300 | | | | | | | | |

| 195 West Street | | | | | | Waltham, MA | | | | | | — | | % | | | | | | | | | | 1 | | | | | | 63,500 | | | | | | | | |

| 181 Spring Street | | | | | | Lexington, MA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 55,793 | | | | | | | | |

| Subtotal for Office Properties | | | | | | | | | | | | 90.0 | | % | | | | | | | | | | 171 | | | | | | 44,392,689 | | | | | | | | |

| Subtotal for In-Service Properties | | | | | | | | | | | | 90.1 | | % | | | | | | | | | | 190 | | | | | | 47,552,950 | | | | | | | | |

| Redevelopment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| One Five Nine East 53rd Street (55% ownership) (15) | | | | | | New York, NY | | | | | | 96.0 | | % | | | | | | | | | | — | | | | | | 220,000 | | | | | | | | |

| Total Portfolio | | | | | | | | | | | | | | | | | | | | | | | | 196 | | | | | | 51,238,950 | | | | | | | | |

(2)Excludes the portion that was removed from the in-service portfolio during the third quarter of 2016 as part of a planned redevelopment.

(4)As a result of the partner’s deferred contribution, we own an approximately 55% interest in the joint venture at December 31, 2020.

Future development projects will be owned 49% by us and 51% by our partner.

(6)Excludes the portion that was removed from the in-service portfolio during the third quarter of 2019 as part of a planned redevelopment.

(8)This property is subject to a 99-year ground lease (including extension options) with an option to purchase in the future.

(10)This property was completed and fully placed in-service on July 24, 2020 and is in its initial lease-up period.

Note that this amount is not included in the calculation of the Total Portfolio occupancy rate for In-Service Properties as of December 31, 2020.

As a result of COVID-19, the Boston Marriott Cambridge was closed in March 2020 and did not re-open until October 2, 2020 with limited occupancy.

Note that this amount is not included in the calculation of the Total Portfolio occupancy rate for In-Service Properties as of December 31, 2020.

(15)The low-rise portion of 601 Lexington Avenue.

(16)Represents a portion of the property under redevelopment for conversion to life sciences space.

| 3. | | | | | | U.S. Government | | | | | | 810,511 | | | | | | 2.06 | | % |

| 7. | | | | | | Microsoft | | | | | | 520,814 | | | | | | 1.32 | | % |

| 8. | | | | | | Google | | | | | | 501,336 | | | | | | 1.27 | | % |

| 10. | | | | | | WeWork | | | | | | 442,517 | | | | | | 1.12 | | % |

| 14. | | | | | | Bank of America | | | | | | 333,885 | | | | | | 0.85 | | % |

| 16. | | | | | | Leidos | | | | | | 304,979 | | | | | | 0.77 | | % |

| 17. | | | | | | Weil Gotshal & Manges | | | | | | 272,593 | | | | | | 0.69 | | % |

| 18. | | | | | | Bain Capital | | | | | | 268,913 | | | | | | 0.68 | | % |

| 19. | | | | | | Bechtel Corporation | | | | | | 268,828 | | | | | | 0.68 | | % |

| 20. | | | | | | SAIC | | | | | | 260,780 | | | | | | 0.66 | | % |

| Technology, Media and Life Sciences | | | 30% | | |

| 2020 (5) | | | | | | 467,288 | | | | | | $26,645,483 | | | | | | $57.02 | | | | | | $26,645,483 | | | | | | $57.02 | | | | | | 1.03 | | % |

| 2021 | | | | | | 3,231,092 | | | | | | 181,992,737 | | | | | | 56.33 | | | | | | 183,314,717 | | | | | | 56.73 | | | | | | 7.10 | | % |

The common stock of Boston Properties, Inc. is listed on the New York Stock Exchange under the symbol “BXP.” At February [removed: 22, 2021,] [added: 14, 2022,] BXP had approximately [removed: 1,106] [added: 1,071] stockholders of record.

On February [removed: 22, 2021,] [added: 14, 2022,] there were approximately [removed: 311] [added: 319] holders of record and [removed: 173,490,466] [added: 174,939,520] common units outstanding, [removed: 155,805,646] [added: 156,676,277] of which were held by BXP.

The following graph provides a comparison of cumulative total stockholder return for the period from December 31, [removed: 2015] [added: 2016] through December 31, [removed: 2020,] [added: 2021,] among BXP, Standard & Poor’s (“S&P”) 500 Index, FTSE Nareit Equity REIT Total Return Index (the “Equity REIT Index”) and the FTSE Nareit Office REIT Index (the “Office REIT Index”).

[removed: ][added: ]

| | | | | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

(a) During the three months ended December 31, [removed: 2020,] [added: 2021,] BXP issued an aggregate of [removed: 82,953] [added: 296,736] shares of common stock in exchange for [removed: 82,953] [added: 296,736] common units of limited partnership held by certain limited partners of BPLP.

Of these shares, [removed: 37,460] [added: 292,693] shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

[removed: (1)Represents] [added: (2)Represents] shares of restricted common stock of BXP repurchased in connection with the termination of [removed: an employee’s] [added: certain employees’] employment with BXP.

Under the terms of the applicable restricted stock award agreements, [removed: the] [added: such] shares were repurchased [removed: by BXP] at a price of $0.01 per share, which was the amount originally paid by such employee for such shares.

[removed: (1)Includes 428] [added: (2)Represents] common units previously held by BXP that were redeemed in connection with the repurchase of shares of restricted common stock of BXP in connection with the termination of [removed: an employee’s employment with BXP and 2,285 LTIP units that were repurchased by BPLP in connection with the termination of] [added: a] certain [removed: employees’] [added: employee’s] employment with BXP.

Under the terms of the applicable restricted stock award [removed: agreements and LTIP unit vesting] agreements, [removed: such] [added: the] shares were repurchased [added: by BXP] at a price of $0.01 per [removed: share and such LTIP units were repurchased at a price $0.25 per unit,] [added: share,] which [removed: were] [added: was] the [removed: amounts] [added: amount] originally paid by such employees for such [removed: shares and units.][added: shares.]

| Boston Properties, Inc. | | | | | | $ | 100.00 | | | | | $ | 105.89 | | | | | $ | 94.37 | | | | | $ | 118.98 | | | | | $ | 85.24 | | | | | $ | 107.59 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 121.83 | | | | | $ | 116.49 | | | | | $ | 153.17 | | | | | $ | 181.35 | | | | | $ | 233.41 | |

| Equity REIT Index | | | | | | $ | 100.00 | | | | | $ | 105.23 | | | | | $ | 100.36 | | | | | $ | 126.45 | | | | | $ | 116.34 | | | | | $ | 166.64 | |

| Office REIT Index | | | | | | $ | 100.00 | | | | | $ | 105.25 | | | | | $ | 89.99 | | | | | $ | 118.26 | | | | | $ | 96.46 | | | | | $ | 117.68 | |

| October 1, 2021 – October 31, 2021 | | | | | | 16 | | | (1) | | | $ | 118.69 | | | | | N/A | | | | | | N/A | | |

| November 1, 2021 - November 30, 2021 | | | | | | 945 | | | (2) | | | 0.01 | | | | | | N/A | | | | | | N/A | | |

| December 1, 2021 – December 31, 2021 | | | | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| Total | | | | | | 961 | | | | | | $ | 1.99 | | | | | N/A | | | | | | N/A | | |

(1)Represents shares of common stock of BXP surrendered by an employee to BXP to satisfy such employee’s tax withholding obligations in connection with the vesting of restricted common stock.

(a) On December 14, 2021, BPLP issued approximately 866,503 OP Units as partial consideration for the acquisition of 360 Park Avenue South in New York, NY.

These units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, based upon factual representations received from the limited partner who received the OP Units.

Each time BXP issues shares of stock (other than in exchange for common units when such common units are presented for redemption), it contributes the proceeds of such issuance to BPLP in return for an equivalent number of partnership units with rights and preferences analogous to the shares issued.

During the three months ended December 31, 2021, in connection with issuances of common stock by BXP pursuant to an issuance of restricted common stock to a non-employee director of BXP, the settlement of deferred stock awards and exercises of non-qualified stock options under the Boston Properties, Inc. 2021 Stock Incentive Plan, BPLP issued an aggregate of 42,583 common units to BXP in exchange for approximately $4.2 million, the aggregate proceeds of such common stock issuances to BXP.

Such units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

| October 1, 2021 – October 31, 2021 | | | | | | 16 | | | (1) | | | $ | 118.69 | | | | | N/A | | | | | | N/A | | |

| November 1, 2021 – November 30, 2021 | | | | | | 945 | | | (2) | | | 0.01 | | | | | | N/A | | | | | | N/A | | |

| December 1, 2021 – December 31, 2021 | | | | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| Total | | | | | | 961 | | | | | | $ | 1.99 | | | | | N/A | | | | | | N/A | | |

(1)Represents common units previously held by BXP that were redeemed in connection with the surrender of shares of restricted common stock of BXP by employee to BXP to satisfy such employee’s tax withholding obligations in connection with the vesting of restricted common stock.

| Boston Properties, Inc. | | | | | | $ | 100.00 | | | | | $ | 100.71 | | | | | $ | 106.64 | | | | | $ | 95.04 | | | | | $ | 119.82 | | | | | $ | 85.85 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 111.96 | | | | | $ | 136.40 | | | | | $ | 130.42 | | | | | $ | 171.49 | | | | | $ | 203.04 | |

| Equity REIT Index | | | | | | $ | 100.00 | | | | | $ | 108.52 | | | | | $ | 114.19 | | | | | $ | 108.91 | | | | | $ | 137.23 | | | | | $ | 126.25 | |

| Office REIT Index | | | | | | $ | 100.00 | | | | | $ | 113.17 | | | | | $ | 119.11 | | | | | $ | 101.84 | | | | | $ | 133.83 | | | | | $ | 109.16 | |

| October 1, 2020 – October 31, 2020 | | | | | | 428 | | | (1) | | | $ | 0.01 | | | | | N/A | | | | | | N/A | | |

| November 1, 2020 - November 30, 2020 | | | | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| December 1, 2020 – December 31, 2020 | | | | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| Total | | | | | | 428 | | | | | | $ | 0.01 | | | | | N/A | | | | | | N/A | | |

(a) Not Applicable.

| October 1, 2020 – October 31, 2020 | | | | | | 2,713 | | | (1) | | | $ | 0.21 | | | | | N/A | | | | | | N/A | | |

| November 1, 2020 – November 30, 2020 | | | | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| December 1, 2020 – December 31, 2020 | | | | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| Total | | | | | | 2,713 | | | | | | $ | 0.21 | | | | | N/A | | | | | | N/A | | |

Not applicable.

The following tables set forth selected financial and operating data on a historical basis for each of BXP and BPLP.

The following data should be read in conjunction with BXP’s and BPLP’s financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-K.

Our historical operating results may not be comparable to our future operating results.

The impact that COVID-19 has had on our business, financial position and results of operations during 2020 is discussed throughout this report.

The full extent of the impact of COVID-19 on our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict.

The impact of COVID-19 on our revenue, in particular lease, parking and hotel revenue was negatively impacted by COVID-19 for the year ended December 31, 2020, thus negatively impacting our FFO.

These decreases are discussed under the heading “Comparison of the year ended December 31, 2020 to the year ended December 31, 2019” within “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Boston Properties, Inc.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| | | | | | | (in thousands, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Statement of Operations Information: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total revenue | | | | | | $ | 2,765,686 | | | | | $ | 2,960,562 | | | | | $ | 2,717,076 | | | | | $ | 2,602,076 | | | | | $ | 2,550,820 | |

| Expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Rental operating | | | | | | 1,017,208 | | | | | | 1,050,010 | | | | | | 979,151 | | | | | | 929,977 | | | | | | 889,768 | | |

| Hotel operating | | | | | | 13,136 | | | | | | 34,004 | | | | | | 33,863 | | | | | | 32,059 | | | | | | 31,466 | | |

| General and administrative | | | | | | 133,112 | | | | | | 140,777 | | | | | | 121,722 | | | | | | 113,715 | | | | | | 105,229 | | |

| Payroll and related costs from management services contracts | | | | | | 11,626 | | | | | | 10,386 | | | | | | 9,590 | | | | | | — | | | | | | — | | |

| Transaction costs | | | | | | 1,531 | | | | | | 1,984 | | | | | | 1,604 | | | | | | 668 | | | | | | 2,387 | | |

| Depreciation and amortization | | | | | | 683,751 | | | | | | 677,764 | | | | | | 645,649 | | | | | | 617,547 | | | | | | 694,403 | | |

| Total expenses | | | | | | 1,860,364 | | | | | | 1,914,925 | | | | | | 1,791,579 | | | | | | 1,693,966 | | | | | | 1,723,253 | | |

| Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income (loss) from unconsolidated joint ventures | | | | | | (85,110) | | | | | | 46,592 | | | | | | 2,222 | | | | | | 11,232 | | | | | | 8,074 | | |

| Gain on sale of investment in unconsolidated joint venture | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 59,370 | | |

| Gains on sales of real estate | | | | | | 618,982 | | | | | | 709 | | | | | | 182,356 | | | | | | 7,663 | | | | | | 80,606 | | |

| Interest and other income (loss) | | | | | | 5,953 | | | | | | 18,939 | | | | | | 10,823 | | | | | | 5,783 | | | | | | 7,230 | | |

| Gains (losses) from investments in securities | | | | | | 5,261 | | | | | | 6,417 | | | | | | (1,865) | | | | | | 3,678 | | | | | | 2,273 | | |

| Gains (losses) from early extinguishments of debt | | | | | | — | | | | | | (29,540) | | | | | | (16,490) | | | | | | 496 | | | | | | (371) | | |

| Impairment losses | | | | | | — | | | | | | (24,038) | | | | | | (11,812) | | | | | | — | | | | | | (1,783) | | |

| Losses from interest rate contracts | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (140) | | |

| Interest expense | | | | | | (431,717) | | | | | | (412,717) | | | | | | (378,168) | | | | | | (374,481) | | | | | | (412,849) | | |

| Net income | | | | | | 1,018,691 | | | | | | 651,999 | | | | | | 712,563 | | | | | | 562,481 | | | | | | 569,977 | | |

| Net income attributable to noncontrolling interests | | | | | | (145,964) | | | | | | (130,465) | | | | | | (129,716) | | | | | | (100,042) | | | | | | (57,192) | | |

| Net income attributable to Boston Properties, Inc. | | | | | | 872,727 | | | | | | 521,534 | | | | | | 582,847 | | | | | | 462,439 | | | | | | 512,785 | | |

| Preferred dividends | | | | | | (10,500) | | | | | | (10,500) | | | | | | (10,500) | | | | | | (10,500) | | | | | | (10,500) | | |

| Net income attributable to Boston Properties, Inc. common shareholders | | | | | | $ | 862,227 | | | | | $ | 511,034 | | | | | $ | 572,347 | | | | | $ | 451,939 | | | | | $ | 502,285 | |

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

| Net income | | | | | | $ | 5.54 | | | | | $ | 3.31 | | | | | $ | 3.71 | | | | | $ | 2.93 | | | | | $ | 3.27 | |

| | | | [Management’s Report on Internal Control over Financial [removed: Reporting](#id5ed8bc91ee042e58978ca99b095859f_43)] [added: Reporting](#i527431e87b6e4875ab237c2209d9a08f_64)] | | | [removed: [112](#id5ed8bc91ee042e58978ca99b095859f_43)] [added: [105](#i527431e87b6e4875ab237c2209d9a08f_64)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#id5ed8bc91ee042e58978ca99b095859f_46)] [added: Firm (PCAOB](#i527431e87b6e4875ab237c2209d9a08f_67) [](#i527431e87b6e4875ab237c2209d9a08f_67)[ID](#i527431e87b6e4875ab237c2209d9a08f_67) [](#i527431e87b6e4875ab237c2209d9a08f_67)238[)](#i527431e87b6e4875ab237c2209d9a08f_67)] | | | [removed: [113](#id5ed8bc91ee042e58978ca99b095859f_46)] [added: [106](#i527431e87b6e4875ab237c2209d9a08f_67)] | | |

| | | | [Consolidated Statements of Operations for the years ended December 31, [removed: 2020, 2019 and 2018](#id5ed8bc91ee042e58978ca99b095859f_181)] [added: 202](#i527431e87b6e4875ab237c2209d9a08f_97)[1](#i527431e87b6e4875ab237c2209d9a08f_97)[, 20](#i527431e87b6e4875ab237c2209d9a08f_97)[20](#i527431e87b6e4875ab237c2209d9a08f_97) [and 20](#i527431e87b6e4875ab237c2209d9a08f_97)[19](#i527431e87b6e4875ab237c2209d9a08f_97)] | | | [removed: [118](#id5ed8bc91ee042e58978ca99b095859f_181)] [added: [111](#i527431e87b6e4875ab237c2209d9a08f_97)] | | |

| | | | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020, 2019 and 2018](#id5ed8bc91ee042e58978ca99b095859f_184)] [added: 202](#i527431e87b6e4875ab237c2209d9a08f_103)[1](#i527431e87b6e4875ab237c2209d9a08f_103)[, 20](#i527431e87b6e4875ab237c2209d9a08f_103)[20](#i527431e87b6e4875ab237c2209d9a08f_103) [and 201](#i527431e87b6e4875ab237c2209d9a08f_103)[9](#i527431e87b6e4875ab237c2209d9a08f_103)] | | | [removed: [119](#id5ed8bc91ee042e58978ca99b095859f_184)] [added: [112](#i527431e87b6e4875ab237c2209d9a08f_103)] | | |

| | | | [Consolidated Statements [removed: of](#id5ed8bc91ee042e58978ca99b095859f_187) [Equity] [added: of Equity] for the years ended December 31, [removed: 2020, 2019 and 2018](#id5ed8bc91ee042e58978ca99b095859f_187)] [added: 202](#i527431e87b6e4875ab237c2209d9a08f_106)[1](#i527431e87b6e4875ab237c2209d9a08f_106)[, 20](#i527431e87b6e4875ab237c2209d9a08f_106)[20](#i527431e87b6e4875ab237c2209d9a08f_106) [and 201](#i527431e87b6e4875ab237c2209d9a08f_106)[9](#i527431e87b6e4875ab237c2209d9a08f_106)] | | | [removed: [120](#id5ed8bc91ee042e58978ca99b095859f_187)] [added: [113](#i527431e87b6e4875ab237c2209d9a08f_106)] | | |

| | | | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019 and 2018](#id5ed8bc91ee042e58978ca99b095859f_190)] [added: 202](#i527431e87b6e4875ab237c2209d9a08f_109)[1](#i527431e87b6e4875ab237c2209d9a08f_109)[, 20](#i527431e87b6e4875ab237c2209d9a08f_109)[20](#i527431e87b6e4875ab237c2209d9a08f_109) [and 201](#i527431e87b6e4875ab237c2209d9a08f_109)[9](#i527431e87b6e4875ab237c2209d9a08f_109)] | | | [removed: [122](#id5ed8bc91ee042e58978ca99b095859f_190)] [added: [115](#i527431e87b6e4875ab237c2209d9a08f_109)] | | |

| | | | [Management’s Report on Internal Control over Financial [removed: Reporting](#id5ed8bc91ee042e58978ca99b095859f_49)] [added: Reporting](#i527431e87b6e4875ab237c2209d9a08f_115)] | | | [removed: [125](#id5ed8bc91ee042e58978ca99b095859f_49)] [added: [118](#i527431e87b6e4875ab237c2209d9a08f_115)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#id5ed8bc91ee042e58978ca99b095859f_52)] [added: Firm (PCAOB ID](#i527431e87b6e4875ab237c2209d9a08f_118) [](#i527431e87b6e4875ab237c2209d9a08f_118)238[)](#i527431e87b6e4875ab237c2209d9a08f_118)] | | | [removed: [126](#id5ed8bc91ee042e58978ca99b095859f_52)] [added: [119](#i527431e87b6e4875ab237c2209d9a08f_118)] | | |

| | | | [Consolidated Statements of Operations for the years ended December 31, [removed: 2020, 2019 and 2018](#id5ed8bc91ee042e58978ca99b095859f_202)] [added: 202](#i527431e87b6e4875ab237c2209d9a08f_133)[1](#i527431e87b6e4875ab237c2209d9a08f_133)[, 20](#i527431e87b6e4875ab237c2209d9a08f_133)[20](#i527431e87b6e4875ab237c2209d9a08f_133) [and 201](#i527431e87b6e4875ab237c2209d9a08f_133)[9](#i527431e87b6e4875ab237c2209d9a08f_133)] | | | [removed: [131](#id5ed8bc91ee042e58978ca99b095859f_202)] [added: [124](#i527431e87b6e4875ab237c2209d9a08f_133)] | | |

| | | | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020, 2019 and 2018](#id5ed8bc91ee042e58978ca99b095859f_205)] [added: 202](#i527431e87b6e4875ab237c2209d9a08f_139)[1](#i527431e87b6e4875ab237c2209d9a08f_139)[, 20](#i527431e87b6e4875ab237c2209d9a08f_139)[20](#i527431e87b6e4875ab237c2209d9a08f_139) [and 201](#i527431e87b6e4875ab237c2209d9a08f_139)[9](#i527431e87b6e4875ab237c2209d9a08f_139)] | | | [removed: [132](#id5ed8bc91ee042e58978ca99b095859f_205)] [added: [125](#i527431e87b6e4875ab237c2209d9a08f_139)] | | |

| | | | [Consolidated Statements of Capital and Noncontrolling Interests for the years ended December 31, [removed: 2020, 2019 and 2018](#id5ed8bc91ee042e58978ca99b095859f_208)] [added: 202](#i527431e87b6e4875ab237c2209d9a08f_142)[1](#i527431e87b6e4875ab237c2209d9a08f_142)[, 20](#i527431e87b6e4875ab237c2209d9a08f_142)[20](#i527431e87b6e4875ab237c2209d9a08f_142) [and 201](#i527431e87b6e4875ab237c2209d9a08f_142)[9](#i527431e87b6e4875ab237c2209d9a08f_142)] | | | [removed: [133](#id5ed8bc91ee042e58978ca99b095859f_208)] [added: [126](#i527431e87b6e4875ab237c2209d9a08f_142)] | | |

| | | | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019 and 2018](#id5ed8bc91ee042e58978ca99b095859f_211)] [added: 202](#i527431e87b6e4875ab237c2209d9a08f_151)[1](#i527431e87b6e4875ab237c2209d9a08f_151)[, 20](#i527431e87b6e4875ab237c2209d9a08f_151)[20](#i527431e87b6e4875ab237c2209d9a08f_151) [and 201](#i527431e87b6e4875ab237c2209d9a08f_151)[9](#i527431e87b6e4875ab237c2209d9a08f_151)] | | | [removed: [135](#id5ed8bc91ee042e58978ca99b095859f_211)] [added: [128](#i527431e87b6e4875ab237c2209d9a08f_151)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#id5ed8bc91ee042e58978ca99b095859f_214)] [added: Statements](#i527431e87b6e4875ab237c2209d9a08f_157)] | | | [removed: [138](#id5ed8bc91ee042e58978ca99b095859f_214)] [added: [131](#i527431e87b6e4875ab237c2209d9a08f_157)] | | |

| | | | [Financial Statement Schedule—Schedule 3 - Real Estate Investments and Accumulated Depreciation as of December 31, [removed: 2020](#id5ed8bc91ee042e58978ca99b095859f_133)] [added: 202](#i527431e87b6e4875ab237c2209d9a08f_358)[1](#i527431e87b6e4875ab237c2209d9a08f_358)] | | | [removed: [185](#id5ed8bc91ee042e58978ca99b095859f_133)] [added: [181](#i527431e87b6e4875ab237c2209d9a08f_358)] | | |

| | | | [Financial Statement Schedule—Schedule 3 - Real Estate Investments and Accumulated Depreciation as of December 31, [removed: 2020](#id5ed8bc91ee042e58978ca99b095859f_139)] [added: 202](#i527431e87b6e4875ab237c2209d9a08f_364)[1](#i527431e87b6e4875ab237c2209d9a08f_364)] | | | [removed: [190](#id5ed8bc91ee042e58978ca99b095859f_139)] [added: [186](#i527431e87b6e4875ab237c2209d9a08f_364)] | | |

As of the end of Boston Properties, Inc.’s [removed: 2020] [added: 2021] fiscal year, management conducted assessments of the effectiveness of Boston Properties, Inc.’s internal control over financial reporting based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on these assessments, management has determined that Boston Properties, Inc.’s internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] was effective.

The effectiveness of Boston Properties, Inc.’s internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report appearing on page [removed: 113,] [added: [106](#i527431e87b6e4875ab237c2209d9a08f_67),] which expresses an unqualified opinion on the effectiveness of Boston Properties, Inc.’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

We have audited the accompanying consolidated balance sheets of Boston Properties, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]