BXP (BXP) 10-K risk factor changes: FY2022 vs FY2021

You should refer to the explanation of the qualifications and limitations on forward-looking statements beginning on page [removed: [58](#i527431e87b6e4875ab237c2209d9a08f_262).*][added: [58](#i15a0f5aa109e4aa0a08c6f1bb894de32_280).*]

[removed: 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] [added: These uncertainties include] the emergence of [removed: additional variants, the effectiveness,] [added: new virus strains,] availability [removed: and distribution] of [removed: vaccines, including their efficacy against new variant strains] [added: effective treatment, possible future governmental responses] and the [removed: willingness of individuals to be vaccinated, the] severity and duration of [added: the] indirect economic and social impacts [added: of the COVID 19-pandemic,] such as [removed: recession,] [added: economic downturn,] supply chain disruptions, labor market disruptions, inflation, [added: increasing interest rates,] dislocation and volatility in capital markets, job [removed: losses,] [added: losses and] potential longer-term changes in consumer and [removed: tenant behavior, as well as current and possible future governmental responses.][added: client behavior.]

[added: These uncertainties make it impossible for us to predict with] certainty the overall impact that COVID-19 will have on us and our [removed: tenants] [added: clients] prospectively.

- reduced economic activity [removed: impacting the] [added: and/or supply chain disruptions or delays in delivery of products, services or other materials necessary for our clients that impact our clients’] businesses, financial condition [removed: and] [added: or] liquidity [removed: of our tenants] has caused, and [removed: is expected to] [added: may] continue to cause, one or more of our [removed: tenants] [added: clients] to be unable to meet their obligations to us, including their ability to make 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 [removed: bankruptcy;][added: bankruptcy.]

- result in additional legal and other costs to enforce our rights, collect rent and/or re-lease the space occupied by the distressed [removed: tenant;][added: client;]

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

- the impact of governmental and business travel limitations and restrictions have had, and may [removed: continue to] [added: in the future] have, a material adverse effect on the [removed: operators] [added: operator] of our [removed: parking garages and our] hotel property, which negatively impacts our revenues, and may [removed: continue to] result in [added: sustained] decreased demand for hotel [removed: stays even after the travel limitations and restrictions are lifted;][added: stays;]

- changes made by companies in response to the COVID-19 pandemic that could lead to a sustained shift away from collective in-person work environments or relocations away from the markets in which we operate, either of which could adversely affect the overall demand for [removed: office space] [added: workplaces] in the regions in which we operate;

- 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 [removed: tenants] [added: clients] to lease space in our properties or markets, and (2) businesses’ office re-population plans;

- we may be unable to restructure or amend leases with certain of our [removed: tenants] [added: clients] on terms favorable to us or at all;

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

- the extent of labor shortages, disruptions in the supply chains, inflation impacting costs of materials, delays in permitting or inspections, and other factors could result in our failure to meet the development milestones set forth in any applicable lease agreement, which could provide the [removed: tenant] [added: client] the right to terminate its lease or entitle the [removed: tenant] [added: client] 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; [added: and]

- the potential that business interruption, loss of rental income and/or other associated expenses related to our operations will not be covered in whole or in part by our insurance policies, which may increase unreimbursed [removed: liabilities;][added: liabilities.]

Because our portfolio consists primarily of [removed: office] [added: premier workplace] buildings (as compared to a more diversified real estate portfolio), a decrease in demand for [removed: office space] [added: workplaces] in turn could adversely affect our results of operations.

For example, in our Washington, DC market, we focus on leasing [removed: office] [added: our] properties to governmental agencies and contractors, as well as legal firms.

[removed: Adverse] [added: Enhanced market and] economic [added: volatility due to adverse economic] and geopolitical conditions, health crises 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 [added: adversely] affected by market and economic [removed: challenges] [added: volatility] experienced by the U.S. and global [removed: economies or] [added: economies, the] real estate industry as a [removed: whole, by] [added: whole and/or] the local economic conditions in the markets in which our properties are [removed: 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.][added: located.]

- the financial condition of our [removed: tenants] [added: clients] may be adversely affected, which may result in [removed: tenant] [added: client] defaults under leases due to bankruptcy, lack of liquidity, lack of funding, operational failures or for other reasons;

- significant job losses [added: and/or a sustained shift away from collective in-person work environments or relocations away from the markets in which we operate] may occur, which [removed: may] [added: could] decrease [added: overall] demand for [removed: our office space, causing] [added: workplaces in the regions in which we operate and cause] market rental rates and property values to be negatively impacted;

If we lost their services, our relationships with lenders, potential [removed: tenants] [added: clients] and industry personnel could diminish.

Their reputations aid us in identifying opportunities, having opportunities brought to us, and negotiating with [removed: tenants] [added: clients] and build-to-suit prospects.

While we believe that we could find replacements for these key personnel, the loss of their services could materially and adversely affect our operations because of diminished relationships with lenders, prospective [removed: tenants] [added: clients] and industry personnel.

- changes in space utilization by our [removed: tenants] [added: clients] due to technology, economic conditions and business culture;

- civil disturbances, earthquakes and other natural disasters or terrorist acts or acts of war which may result in uninsured or underinsured losses or decrease the desirability to our [removed: tenants] [added: clients] in impacted locations;

- declines in the financial condition of our [removed: tenants] [added: clients] and our ability to collect rents from our [removed: tenants;] [added: clients;] and

We face significant competition from developers, owners and managers of office, life sciences and residential properties and other commercial real estate, including sublease space available from our [removed: tenants.][added: clients.]

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

This competition may affect our ability to attract and retain [removed: tenants] [added: clients] and may reduce the rents we are able to charge.

We derive most of our income from rent received from our [removed: tenants.][added: clients.]

If a [removed: tenant] [added: client] experiences a downturn in its business or other types of financial distress, [removed: including as a result of the COVID-19 pandemic or due to the costs of additional federal, state or local tax burdens,] it may be unable to make timely rental payments.

Also, when our [removed: tenants] [added: clients] decide not to renew their [removed: leases] [added: leases, renew for less space] or terminate early, we may not be able to re-let the space or there could be a substantial delay in re-letting the space.

Even if [removed: tenants] [added: clients] decide to renew or lease new space, the terms of renewals or new leases, including the cost of required renovations or concessions to [removed: tenants,] [added: clients,] may be less favorable to us than current lease terms.

We have seen a recent increase in governments considering, or being urged by advocacy groups to consider, rent control or rent stabilization laws and [removed: regulations, including as a result of the COVID-19 pandemic.][added: regulations.]

[removed: If we are restricted from re-leasing apartment units due to the inability to evict] delinquent residents, our results of operations and property values for our residential properties may be adversely [removed: effected.][added: affected.]

We face potential adverse effects from major [removed: tenants’] [added: clients’] bankruptcies or insolvencies.

The bankruptcy or insolvency of a major [removed: tenant] [added: client] may adversely affect the income produced by our properties.

Our [removed: tenants] [added: clients] could file for bankruptcy protection or become insolvent in the future.

We cannot evict a [removed: tenant] [added: client] solely because of its bankruptcy.

On the other hand, a bankrupt [removed: tenant] [added: client] may reject and terminate its lease with us.

In such case, our claim against the bankrupt [removed: tenant] [added: client] for unpaid and future rent would be subject to a statutory cap that might be substantially less than the remaining rent actually owed under the lease, and, even so, our claim for unpaid rent would likely not be paid in full.

Such adverse economic and geopolitical conditions may be due to, among other issues, prolonged labor market challenges impacting the recruitment and retention of talent, continued inflation, high interest rates, and volatility in the public equity and debt markets, and international economic and other conditions, including pandemics, geopolitical instability and other conditions beyond our control.

The outbreak of highly infectious or contagious diseases, such as COVID-19, could adversely impact or cause disruption to our financial condition, results of operations, cash flows and liquidity and that of our clients.

Public health crises such as pandemics or similar outbreaks could adversely impact our business.

For example, there remains uncertainty regarding the degree to which the COVID-19 pandemic may continue to adversely impact our business, financial condition, results of operation, cash flows and liquidity, and that of our clients.

- changes in client preferences and space utilization from full-time, collective in-person work environments to hybrid or remote work models, which could decrease overall demand for workplaces and cause market rental rates and property values to be negatively impacted;

transactions in exchange for partnership interests in BPLP often have low tax bases.

If we are restricted from re-leasing apartment units due to the inability to evict

Over time, these conditions could result in

Where appropriate, on a property-by-property basis, our practice is to have these

| | | | | | | February 21, 2023 | | | | | | | | | | | | | | | | | |

| Common Stock | | | | | | 156,823 | | | | | | 156,823 | | | | | | $ | 10,732,966 | | | | |

| Total Equity (A) | | | | | | | | | | | | 175,486 | | | | | | $ | 12,010,262 | | | | |

As of December 31, 2022, each of the agreements governing our variable rate debt either have been transitioned to SOFR or provide for the replacement of LIBOR if it becomes unavailable during the term of such agreement.

The COVID-19 pandemic has caused severe disruptions in the United States and global economies, including disruptions in the financial and labor markets, which could materially and adversely affect our financial condition, results of operations, cash flows, liquidity and performance and that of our tenants.

There remains uncertainty regarding the duration and breadth of the COVID-19 pandemic.

These uncertainties make it impossible for us to predict with

- the failure of our tenants to properly implement or deploy their business continuity plans, or if those plans are ineffective, could have a material adverse effect on our tenants’ businesses and their ability to pay rent;

- the impact of reinstated or 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 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 insolvency.

- the extent to which COVID-19 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;

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 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 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 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;

- we may be unable to access debt and equity capital on attractive terms, or at all, and a further disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our tenants’ and our access to capital and other sources of funding necessary to fund our respective operations or address maturing liabilities on a timely basis;

- increased vulnerability to cyber-security threats and potential breaches, including phishing attacks, malware and impersonation tactics, resulting from the increase in numbers of individuals working from home;

- 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; and

- the impact of operational safety protocols and other measures imposed or suggested by government authorities 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 damages.

The full extent to which the COVID-19 pandemic impacts our operations and those of our tenants will depend on future developments, which remain highly uncertain and cannot be predicted with confidence at this time.

The fluidity of the situation presents material uncertainty and risk with respect to our financial condition, results of operations, cash flows, liquidity and overall performance.

Moreover, many risk factors detailed in this Item 1A titled “Risk Factors” are heightened risks as a result of the impact of the COVID-19 pandemic.

Substantially all

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.

Due to the COVID-19 pandemic, our hotel closed in March 2020 and did not re-open until October 2020.

The closing of the hotel for more than two fiscal quarters, and the decreased demand and occupancy since its re-opening, have had, and are expected to continue to have, a material adverse effect on the hotel’s operations.

We expect hotel occupancy to remain low until the demand for business and leisure travel accelerates.

which is provided by IXP, as a direct insurer.

Due to the current COVID-19 pandemic, we anticipate the possibility of business interruption, loss of lease revenue and/or other associated expenses related to our operations across our portfolio.

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

Because of the complexity of our insurance policies and limited precedent for claims being made related to pandemics, it is not yet possible to determine if such losses and expenses will be covered by our insurance policies.

Therefore, at this time, we have provided notice to the applicable insurers of the potential for claims in order to protect our rights under our policies.

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

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 | | | | |

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.

In the U.S., the Alternative Reference Rates Committee (“AARC”), which was convened by the Federal Reserve Board and the Federal Reserve Bank of New York, has recommended the Secured Overnight Financing Rate (“SOFR”) plus a recommended spread adjustment as its preferred alternative to USD-LIBOR.

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 have contracts that are indexed to LIBOR, including contracts governing our variable rate debt, the variable rate debt of our unconsolidated joint ventures and the interest rate swaps for our unconsolidated joint ventures.

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

Certain risks may arise in connection with transitioning contracts to SOFR or any other alternative variable rate, including any resulting value transfer that may occur.

The value of loans, securities, or derivative instruments tied to LIBOR could also be impacted.

This Annual Report on Form 10-K, including the documents incorporated by reference, contain [removed: forward\-looking] [added: forward-looking] statements within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

[removed: Such] [added: The forward-looking] statements are contained principally, but not only, under the captions “Business—Business and Growth Strategies,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We caution investors that [removed: any such] forward-looking statements are based on current [removed: beliefs or] [added: beliefs,] expectations of future events and [removed: on] assumptions made by, and information currently available to, our management.

When used, the words “anticipate,” “believe,” “budget,” [removed: “could”,] [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: Such] [added: These] statements are subject to risks, uncertainties and assumptions and are not guarantees of future performance or occurrences, which may be affected by known and unknown risks, trends, uncertainties and factors that are, in some cases, beyond our control.

The most significant factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements include the [removed: ongoing] [added: risks and uncertainties related to the] impact of [added: changes in general economic and capital market conditions, including continued inflation, increasing interest rates, supply chain disruptions, labor market disruptions, dislocation and volatility in capital markets, and potential longer-term changes in consumer and client behavior resulting from] the [removed: global COVID-19 pandemic on] [added: severity and duration of any downturn in] the U.S. [removed: and] [added: or] global [removed: economies, which has impacted, and is likely to continue to impact, us directly and indirectly,] [added: economy,] as well as the other important factors below and the risks set forth in this Form 10-K in Part I, Item 1A.

- volatile or adverse global economic and [removed: political] [added: geopolitical] conditions, health crises and dislocations in the credit markets could adversely affect our access to cost-effective capital and have a resulting material adverse effect on our business opportunities, results of operations and financial condition;

- general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases, [removed: tenant] [added: changes in client preferences and] space utilization, dependence on [removed: tenants’] [added: clients’] financial condition, and competition from other developers, owners and operators of real estate);

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

- risks associated with downturns in the national and local economies, [removed: increases in] [added: continued inflation, increasing] interest rates, and volatility in the securities markets;

- risks associated with [added: climate change and severe weather events, as well as] the [removed: physical] [added: regulatory efforts intended to reduce the] effects of climate change;

Moreover, we operate in a very competitive and rapidly changing [removed: environment, particularly in light of the circumstances relating to COVID-19.][added: environment.]

Investors should also refer to our [added: most recent] Quarterly Reports on Form 10-Q for future periods and Current Reports on Form 8-K as we file them with the SEC, and to other materials we may furnish to the public from time to time through Current Reports on Form 8-K or otherwise, for a discussion of risks and uncertainties that may cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements.

BXP is one of the largest publicly traded office real estate investment trusts (REITs) (based on total market capitalization as of December 31, [removed: 2021)] [added: 2022)] in the United States that develops, [removed: owns] [added: owns,] and manages primarily [removed: Class A office properties.][added: premier workplaces.]

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

We generate revenue and cash primarily by leasing [removed: Class A office space] [added: premier workplaces] to our [removed: tenants.][added: clients.]

When making leasing decisions, we consider, among other things, the creditworthiness of the [removed: tenant] [added: client] 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 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 other [removed: tenants’] [added: client’s] expansion rights and general economic factors.

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

[added: Our client base is diverse across market sectors] and the weighted-average lease term for our in-place leases, excluding residential units, was approximately 7.9 years, as of December 31, [removed: 2021,] [added: 2022,] including leases signed by our unconsolidated joint ventures.

The weighted-average lease term for our 20 largest [removed: office tenants] [added: clients, based on leased square footage,] was approximately [removed: 11.4] [added: 10.7] years as of December 31, [removed: 2021.][added: 2022.]

To be successful in any leasing environment, we believe we must consider all aspects of the [removed: tenant-landlord] [added: client-landlord] relationship.

- our understanding of [removed: tenants’] [added: our client’s] short- and long-term space utilization and amenity needs in the local markets;

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

- our reputation as a [removed: premier] [added: high quality] developer, owner and manager of [removed: primarily Class A office properties;][added: premier workplaces in our markets;]

[removed: *BXP Priorities*][added: BXP]

- actively managing our operations in a sustainable and responsible [removed: manner.][added: manner; and]

The following is an overview of leasing and investment activity in the fourth quarter of [removed: 2021.][added: 2022.]

[removed: In] [added: The leases executed in] the fourth quarter [removed: of 2021, we signed approximately 1.8 million square feet of new leases] and [removed: renewals with] [added: full year 2022 have] a weighted-average lease term of approximately [removed: 8.6] [added: 7.8 years and 9.2] years, [added: respectively,] indicating that many new and existing [removed: tenants] [added: clients] continue to commit to the long-term use of space and view our properties as their preferred choice for a [removed: premium Class A office] [added: premier workplace] environment.

The overall occupancy of our in-service office and retail properties was [removed: 88.8%] [added: 88.6%] at December 31, [removed: 2021, an increase] [added: 2022, a decrease] of [removed: 0.4%] [added: 30 basis points] from September 30, [removed: 2021.][added: 2022.]

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, [removed: developing] [added: developing,] and [removed: improving,] [added: improving] premier [removed: Class A properties] [added: workplaces] in each of our chosen markets.

[removed: 360 Park] [added: 200 Fifth] Avenue [removed: South] is [removed: an] [added: a 14-story,] approximately [removed: 450,000] [added: 855,000] square [removed: foot, 20-story office property] [added: foot LEED Gold certified, premier workplace] located in the Midtown South submarket of Manhattan, New York.

As of December 31, [removed: 2021,] [added: 2022,] our development/redevelopment pipeline [removed: consists] [added: consisted] of [removed: nine] [added: 13] properties that, when completed, we expect will total approximately [removed: 3.4] [added: 3.2] million net rentable square feet.

Our share of the estimated total cost for these projects is approximately [removed: $2.5] [added: $1.9] billion, of which approximately [removed: $1.1 billion remained] [added: $729.1 million remains] to be invested.

As we continue to focus on new investments to drive future growth, we [removed: continually] [added: regularly] 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 market.

On October 25, 2021, we completed the sale of [added: our] 181,191 and 201 Spring [removed: Street, a three-building complex aggregating approximately 333,000 net rentable square feet] [added: Street properties located] in Lexington, [removed: Massachusetts,] [added: Massachusetts] for an aggregate gross sales price of $191.5 million.

During the fourth quarter of [removed: 2021,] [added: 2022,] we [removed: signed] [added: executed] approximately [removed: 415,000] [added: 304,000] square feet of leases [added: in the New York region] and approximately [removed: 274,000] [added: 148,000] square feet of leases commenced.

Approximately [removed: 167,000] [added: 92,000] square feet of [removed: the] leases that commenced had been vacant for less than one year and represent an increase in net rental obligations of approximately [removed: 34%] [added: 28%] over the prior leases.

Our Boston [removed: central business district (“CBD”)] [added: CBD] in-service portfolio was approximately 94% leased as of December 31, [removed: 2021.][added: 2022.]

Including leases that have not yet commenced, this project is [removed: 95% leased.][added: 90% leased as of February 21, 2023.]

Our approximately [removed: 2.0] [added: 2.7] million square foot in-service office portfolio in Cambridge was approximately [removed: 99%] [added: 96%] leased as of December 31, [removed: 2021.][added: 2022.]

Our Los Angeles (“LA”) in-service portfolio of approximately 2.3 million square feet is currently focused in West LA and includes Colorado Center, [removed: a] [added: an approximately] 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%.

- the impact of geopolitical conflicts, including the ongoing war in Ukraine;

- the immediate and long-term impact of the outbreak of a highly infectious or contagious disease, such as COVID-19, on our and our clients’ financial condition, results of operations and cash flows (including the impact of actions taken to contain the outbreak or mitigate its impact, the direct and indirect economic effects of the outbreak and containment measures on our clients, and the ability of our clients to successfully operate their businesses);

considerations that may result in negotiated lease provisions that limit a client’s liability during construction, and public opposition to such activities);

The inflation experienced in 2022 has slowly decreased but remains high.

The Federal Reserve is expected to continue to increase interest rates, although likely at a more moderate pace, in an effort to bring prices under control.

This, coupled with the discussion surrounding raising the U.S. debt ceiling could cause further turmoil in the financial markets.

There have already been signs of this strain with announcements of staff reductions from large- and medium-sized employers.

While the initial announcements were largely concentrated in the technology sectors, companies in the finance industry, the legal industry and broader corporate America are now announcing similar layoffs.

This evolving operating environment impacts various aspects of our operating activities as:

- business leaders may generally become more reticent to make large capital allocation decisions, such as entry into a new lease;

- labor market conditions shift resulting in increasing employer demands for mandatory in-person workdays and gradual increases in space utilization by our clients;

- our capital costs have increased due to higher interest rates and credit spreads, and private market debt financing, both for construction and existing assets, is significantly more challenging to arrange; and

- construction costs have increased for new development and, although the costs for our active development pipeline are, at this stage, relatively fixed, the cost of potential future developments continues to increase.

In light of the foregoing, we believe we are positioning ourselves for success, notwithstanding the uncertain trajectory of the U.S. and global economies, by managing our leverage while continuing to selectively invest (including both acquisitions and developments) in premier workplace opportunities.

We remain focused on the following priorities:

- continuing to embrace our leadership position in the premier workplace industry and leveraging our strength in portfolio quality, client relationships, development skills, market penetration and sustainability to profitably build market share.

Premier workplaces, the preferred choice for our current and prospective clients, are gaining market share compared to general office space and demonstrating the highest occupancy, net absorption levels and rental rates in the central business district (“CBD”) markets where we operate;

- pursuing attractive asset class adjacencies where we have a track record of success, such as life sciences and residential development;

- continuing to raise the bar in the quality of our portfolio and actively recycling capital by selling assets, subject to market conditions, which may be negatively impacted by a slowdown in the capital markets and the limited availability of private market debt financing;

- prioritizing risk management by actively managing liquidity, investing more extensively with joint venture partners to manage our debt levels, and being highly selective in new investment commitments.

In the fourth quarter of 2022, we signed approximately 1.1 million square feet of new leases and renewals, for a total of approximately 5.7 million square feet leased in 2022, which is 95% of our average annual leasing volume over the last ten years.

The decrease in occupancy is primarily due to fully placing in-service Reston Next and 880 Winter Street, which have leases for which revenue recognition has not commenced in accordance with GAAP.

Excluding the impact of placing these two properties in-service, occupancy would have increased in the fourth quarter of 2022 by 20 basis points to 89.1%.

The macroeconomic environment has resulted in softening demand in all of our markets.

While property tours continue and leases under negotiation move forward, there is less urgency from clients to make new commitments.

Potential clients touring space acknowledge that economic uncertainty is impacting space decisions.

As we consider our expectations for leasing in 2023, we have factored in the impacts of a slower economy, softer business performance, and reduced demand for space.

We expect the bulk of our leasing in 2023 will continue to come from small- and medium-sized professional and financial services firms.

Although the real estate capital markets for office assets has slowed substantially with U.S. transaction volume down 40% in the fourth quarter of 2022 from the third quarter of 2022, we remain committed to developing and acquiring assets to enhance our long-term growth and to meet client demand for premier workplaces, life sciences, retail and residential space.

Consistent with this strategy, in 2022, we purchased an aggregate of approximately $1.6 billion (our share) of premier workplaces, including life sciences, and an interest in an unconsolidated joint venture that owns a premier workplace.

In the fourth quarter of 2022, we acquired a 26.69% interest in the joint venture that owns 200 Fifth Avenue, a 14-story, approximately 855,000 square-foot, LEED Gold certified, premier workplace located in New York City that is approximately 93% leased as of December 31, 2022.

The acquisition of the joint venture interest is our second investment in the vibrant Midtown South neighborhood.

We serve as the managing member and provide customary leasing and property management services for the joint venture.

We closed on the interest in the joint venture for a gross purchase price of approximately $280.2 million, which includes $120.1 million of cash and our pro rata share of the outstanding loan secured by the property of $160.1 million.

The mortgage loan bears interest at a variable rate equal to LIBOR plus 1.30% per annum and matures on November 24, 2028.

The joint venture has interest rate swap contracts through June 2028, resulting in a fixed rate of approximately 4.34% per annum through the expiration of the interest rate swap contracts.

In January 2023, BXP commenced the development of 290 Binney Street and the redevelopment of 300 Binney Street at Kendall Center in Cambridge, Massachusetts.

Including projects that commenced in January 2023, we had 15 properties under development or redevelopment which, excluding View Boston at The Prudential Center and

Reston Next Residential, are 52% pre-leased as of February 21, 2023.

Our share of the estimated total cost for these projects is approximately $3.3 billion.

- 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;

Historically, these factors have minimized our exposure in weaker economic cycles and enhanced revenues as market conditions improve.

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.

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

Despite the concerns surrounding COVID-19 and the lingering impact on economic conditions in our markets, we remain optimistic for our industry generally and our company in particular, given the demand for workers across sectors, the high quality of our properties, and the success of our development efforts.

We remain focused on the following priorities, which we believe are key to increasing future revenue and asset values over the long-term:

- ensuring tenant health, safety and satisfaction;

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

- identifying new investment opportunities that meet our criteria while maintaining discipline in our underwriting;

- managing our near-term debt maturities and maintaining our conservative balance sheet; and

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.

Our hotel property, the Boston Marriott Cambridge, operated at approximately 50% occupancy during the fourth quarter of 2021.

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.

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.

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

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.

The office development projects, which total approximately 2.4 million square feet, are approximately 65% pre-leased, as of February 14, 2022, to predominately credit-strong tenants with long-lease terms.

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.

The following table presents the aggregate carrying value of our mortgage notes payable, net, unsecured senior notes, net, unsecured line of [removed: credit] [added: credit, unsecured term loans, net] and our corresponding estimate of fair value as of December 31, [removed: 2021.][added: 2022.]

As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: $12.8] [added: $13.5] 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: 2021,] [added: 2022,] the weighted-average interest rate on our variable rate debt was [removed: LIBOR plus 0.775% (0.87%)] [added: 4.85%] per annum.

The following table presents our aggregate debt obligations with corresponding weighted-average [added: GAAP] interest rates sorted by maturity date.

For a discussion concerning our unconsolidated joint venture debt, see Note 6 to the Consolidated Financial Statements and “*Item 7*—*Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations—Capitalization—Off-Balance Sheet Arrangements—Joint Venture Indebtedness.*”][added: Operations*—*Liquidity and Capital Resources—Investment in Unconsolidated Joint Ventures - Secured Debt.*”]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027+] [added: 2028+] | | | | | | Total | | | | | | Estimated Fair Value | | |

| GAAP Average Interest Rate | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: —] [added: 3.64] | | % | | | | [removed: 3.42] [added: 2.93] | | % | | | | 3.42 | | % | | | | | | |

| GAAP Average Interest Rate | | | [removed: —] [added: 3.28] | | % | | | | [removed: 3.28] [added: 3.92] | | % | | | | [removed: 3.92] [added: 3.35] | | % | | | | [removed: 3.35] [added: 3.63] | | % | | | | [removed: 3.63] [added: 6.92] | | % | | | | 3.33 | | % | | | | [removed: 3.43] [added: 3.69] | | % | | | | | | |

| Variable Rate | | | [removed: —] [added: 730,000] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 145,000] [added: —] | | | | | | — | | | | | | [removed: 145,000] [added: 730,000] | | | | | | [removed: 145,317] [added: 730,000] | | |

At December 31, [removed: 2021,] [added: 2022,] the weighted-average coupon/stated rates on the fixed rate debt stated above was [removed: 3.32%] [added: 3.51%] per annum.

At December 31, [removed: 2021,] [added: 2022,] our outstanding variable rate debt [removed: based on LIBOR] totaled [added: $730.0 million.]

At December 31, [removed: 2021,] [added: 2022,] the coupon/stated rate on our variable rate debt was [added: approximately 4.85% 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: $1.5] [added: $7.3] million, on an annualized basis, for the year ended December 31, [removed: 2021.][added: 2022.]

| Fixed Rate | | | $ | (4,840) | | | | | $ | (4,840) | | | | | $ | (4,840) | | | | | $ | (4,840) | | | | | $ | 2,297,141 | | | | | $ | 994,587 | | | | | $ | 3,272,368 | | | | | $ | 2,744,479 | |

| Fixed Rate | | | $ | 488,105 | | | | | $ | 689,277 | | | | | $ | 840,541 | | | | | $ | 1,991,944 | | | | | $ | 743,326 | | | | | $ | 5,484,775 | | | | | $ | 10,237,968 | | | | | $ | 9,135,512 | |

| Total Debt | | | $ | 1,213,265 | | | | | $ | 684,437 | | | | | $ | 835,701 | | | | | $ | 1,987,104 | | | | | $ | 3,040,467 | | | | | $ | 6,479,362 | | | | | $ | 14,240,336 | | | | | $ | 12,609,991 | |

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

The discontinuation of LIBOR will not affect our ability to borrow or maintain already outstanding borrowings or hedging transactions, 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 or hedging costs that are higher than if LIBOR remained available.

Additionally, although SOFR is the 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 or hedging 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.

As of December 31, 2022, each of the agreements governing our variable rate debt, for our consolidated debt, either have been transitioned to SOFR or provide for the replacement of LIBOR if it becomes unavailable during the term of such agreement.

| 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 | |

| 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.

BXP, a Delaware 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: 2021)] [added: 2022)] in the United States that develops, owns and manages primarily [removed: Class A office properties.][added: premier workplaces.]

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

At December 31, [removed: 2021,] [added: 2022,] we owned or had joint venture interests in a portfolio of [removed: 201] [added: 194] commercial real estate properties, aggregating approximately [removed: 52.8] [added: 54.1] million net rentable square feet of primarily [removed: Class A office properties,] [added: premier workplaces,] including [removed: nine] [added: 13] properties under construction/redevelopment totaling approximately [removed: 3.4] [added: 3.2] million net rentable square feet.

As of December 31, [removed: 2021,] [added: 2022,] our properties consisted of:

- [removed: 182] [added: 173] office [added: and life sciences] properties (including [removed: nine] [added: 10] properties under construction/redevelopment);

- six residential [removed: properties;] [added: properties (including one property under construction);] and

We consider [removed: Class A office properties] [added: premier workplaces] to be well-located buildings that are modern structures or have been modernized to compete with newer buildings and [added: are] professionally managed and maintained.

As such, these properties attract [removed: high-quality tenants] [added: creditworthy clients] and command upper-tier rental rates.

Our definition of [removed: Class A office properties] [added: premier workplaces] may be different than those used by other companies.

On our website, you can obtain free copies of our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, [added: including exhibits,] and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission, or the SEC.

“Boston Properties” is a registered [removed: trademark] [added: trademark, BXP is a registered trademark,] and the “bxp” logo is a [added: registered] trademark, in both cases, owned by BPLP.

BXP is the sole general partner of BPLP and, as of February [removed: 14, 2022,] [added: 21, 2023,] the owner of approximately [removed: 89.6%] [added: 89.4%] of the economic interests in BPLP.

Economic interest was calculated as the number of common partnership units of BPLP owned by BXP as a percentage of the sum of (1) the actual aggregate number of outstanding common partnership units of BPLP and (2) the number of common units issuable upon conversion of all outstanding long term incentive plan units of [removed: BPLP, or LTIP Units,] [added: BPLP (“LTIP Units”),] for which all performance conditions have been satisfied for such conversion.

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

Transactions During [removed: 2021][added: 2022]

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

Net cash proceeds totaled approximately [removed: $179.9] [added: $25.6] million, resulting in a gain on sale of real estate totaling approximately [removed: $115.6] [added: $24.4] million for BXP and [removed: approximately $117.1 million for] BPLP.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: nine office] [added: 13] properties under construction/redevelopment, which we expect will total approximately [removed: 3.4] [added: 3.2] million net rentable square feet.

We estimate our share of the total investment to complete these projects, in the aggregate, is approximately [removed: $2.5] [added: $1.9] billion, of which approximately [removed: $1.1 billion] [added: $729.1 million] remains to be invested as of December 31, [removed: 2021.][added: 2022.]

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

When completed, the building will consist of approximately [removed: 329,000] [added: 73,000] net rentable square feet of [removed: laboratory] [added: laboratory/life sciences] space.

When completed, the building will consist of approximately [removed: 224,000] [added: 90,000] net rentable square [removed: feet of laboratory space.][added: feet.]

On October 19, [removed: 2021,] [added: 2022,] we [removed: partially] [added: completed and fully] placed in-service Reston Next, a [removed: Class A office] [added: premier workplace] project [added: consisting of two buildings] with [added: an aggregate of] approximately 1.1 million net rentable square [removed: feet] [added: feet,] located in Reston, Virginia.

On December [removed: 3, 2021,] [added: 23, 2022,] we completed and fully placed in-service [added: 880 Winter Street, an] approximately [removed: 138,000] [added: 244,000] net rentable square [removed: feet at 200 West Street] [added: foot laboratory/life sciences project] located in Waltham, [removed: Massachusetts, a redevelopment to convert a portion of the building to laboratory space.][added: Massachusetts.]

When completed, the building will consist of approximately [removed: 113,000] [added: 104,000] net rentable square [removed: feet of life sciences space.][added: feet.]

[removed: The previous mortgage] [added: At the time of the extension, the] loan had an outstanding balance of approximately [removed: $616.1] [added: $176.5] million, bore interest at a [removed: fixed] [added: variable] rate [removed: of 4.75%] [added: equal to LIBOR plus 2.00%] per annum and was scheduled to mature on April [removed: 10,] [added: 19,] 2022.

There was no prepayment penalty associated with the [removed: repayment] [added: prepayment] of the previous mortgage loan.

[removed: We] [added: The joint venture] recognized a loss from early extinguishment of debt totaling approximately [removed: $0.1] [added: $1.3] million due to the write-off of unamortized deferred financing costs.

The [removed: new mortgage] [added: construction] loan [removed: totaling $220.0 million,] [added: has a principal amount] of [removed: which $202.0 million was advanced at closing,] [added: up to $140.0 million,] bears interest at a variable rate equal to [removed: the Adjusted Term] SOFR plus [removed: 2.40%] [added: 2.00%] per annum and matures on [removed: December 14, 2024] [added: May 13, 2026,] with two, one-year extension options, subject to certain conditions.

[removed: The loan proceeds were used to prepay] [added: At] the [removed: previous mortgage loan, which] [added: time of the modification, the loan] had an outstanding [removed: principal] balance of approximately [removed: $200.3] [added: $174.3] million, bore interest at a [removed: fixed] [added: variable] rate [removed: of 6.044%] [added: equal to LIBOR plus 2.25%] per [removed: annum] [added: annum,] and was scheduled to mature on [removed: March 1, 2022.][added: September 6, 2023.]

On [removed: March 16, 2021,] [added: November 17, 2022,] BPLP completed a public offering of [removed: $850.0] [added: $750.0] million in aggregate principal amount of its [removed: 2.550%] [added: 6.750%] unsecured senior notes due [removed: 2032.][added: 2027.]

The notes were priced at [removed: 99.570%] [added: 99.941%] of the principal amount to yield an effective rate (including financing fees) of approximately [removed: 2.671%] [added: 6.924%] per annum to maturity.

The notes will mature on [removed: April] [added: December] 1, [removed: 2032,] [added: 2027,] unless earlier redeemed.

The aggregate net proceeds from the offering were approximately [removed: $839.2] [added: $743.5] million after deducting underwriting discounts and transaction expenses.

During the year ended December 31, [removed: 2021,] [added: 2022,] BXP acquired an aggregate of [removed: 523,969] [added: 182,929] common units of limited partnership interest, including [removed: 148,442] [added: 78,249] common units issued upon the conversion of LTIP Units, 2012 [added: outperformance plan awards (“2012] OPP [removed: Units] [added: Units”)] and [removed: earned MYLTIP Units,] [added: 2013 - 2022 multi-year, long-term incentive program awards (also referred to as “MYLTIP Units”),] presented by the holders for redemption, in exchange for an equal number of shares of BXP common stock.

On [removed: February 25, 2021,] [added: June 16, 2022, we entered into] a joint venture [removed: in which we had] [added: with] a [removed: 54% interest commenced the development of] [added: third party to own, operate and develop] 751 Gateway, a laboratory building located in South San Francisco, California, that is expected to be approximately 231,000 net rentable square feet upon completion.

[removed: On June 11, 2021, a joint venture in which we have a 50% interest partially placed in-service] 100 Causeway [removed: Street,] [added: Street is] a [removed: Class A office project] [added: premier workplace] with approximately [removed: 634,000] [added: 630,000] net rentable square feet located in Boston, Massachusetts.

On [removed: August 31, 2021,] [added: December 23, 2022,] a joint venture in which we [removed: have] [added: own] a 50% interest [removed: extended] [added: modified] the construction loan collateralized by its The Hub on Causeway – Podium [removed: property.][added: property located in Boston, Massachusetts.]

At the time of the [removed: extension,] [added: modification,] the [added: loan had an] outstanding balance of [removed: the loan totaled] approximately [removed: $174.3] [added: $337.6] million, bore interest at a variable rate equal to LIBOR plus [removed: 2.25%] [added: 1.50%] per [removed: annum] [added: annum,] and was scheduled to mature on September [removed: 6, 2021,] [added: 5, 2023,] with two, one-year extension options, subject to certain conditions.

The [removed: extended] [added: mortgage] loan [removed: continues to bear] [added: bears] interest at a variable rate equal to LIBOR plus [removed: 2.25%] [added: 1.30%] per annum and matures on [removed: September 6, 2023.][added: November 24, 2028.]

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

For this reason, we refer to our tenants as “clients” due to the many facets of our continuous engagements with them, which span beyond the usual tenant/landlord relationship.

Throughout this Annual Report, we use the terms “tenant” and “client” interchangeably.

2021 or later (“MYLTIP Awards”), which remain subject to performance conditions.

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

The acquisition was completed using the proceeds from BPLP’s $730.0 million unsecured term loan (See Note 7 to the Consolidated Financial Statements).

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

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

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

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

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

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

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

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

Net cash proceeds totaled approximately $6.6 million and are reflected as Other income - assignment fee in our Consolidated Statements of Operations.

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

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

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

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

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

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

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

On November 8, 2022, we completed the sale of the residential component of The Avant at Reston Town Center, located in Reston, Virginia, for a gross sale price of $141.0 million.

Net cash proceeds totaled approximately $139.6 million, resulting in a gain on sale of real estate of approximately $55.6 million for BXP and BPLP.

The Avant at Reston Town Center is a 15-story, 359-unit, luxury multifamily building consisting of approximately 329,000 net rentable square feet, excluding retail space.

We retained ownership of the approximately 26,000 square foot ground-level retail space.

The total development pipeline, inclusive of both office and laboratory/life sciences developments, but excluding View Boston at The Prudential Center and Reston Next Residential, is 37% pre-leased as of February 21, 2023.

On April 27, 2022, we entered into a 15-year lease agreement with AstraZeneca for approximately 566,000 net rentable square feet at our 290 Binney Street future development project.

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

The full project is expected to consist of two buildings aggregating approximately 1.1 million rentable square feet of life sciences space and an approximately 400,000 square foot residential building (See Note 16 to the Consolidated Financial Statements).

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

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

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

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

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

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

300 Binney Street is a premier workplace with approximately 195,000 net rentable square feet at Kendall Center in Cambridge, Massachusetts that will be redeveloped into approximately 240,000 net rentable square feet of laboratory/life sciences space (See Note 16 to the Consolidated Financial Statements).

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

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

On November 30, 2022, we commenced the redevelopment of 105 Carnegie Center, located in Princeton, New Jersey.

- 12 retail properties;

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*

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

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.

181,191 and 201 Spring Street are three Class A office properties aggregating approximately 333,000 net rentable square feet.

Approximately 59% of the commercial space in these development projects was pre-leased as of February 14, 2022.

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.

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

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.

3625-3635 Peterson Way was an approximately 218,000 net rentable square foot Class A office building located in Santa Clara, California.

On December 8, 2021, we commenced the development of 103 CityPoint, located in Waltham, Massachusetts.

On May 19, 2021, we amended the ground lease at Sumner Square in Washington, DC to extend the term for an additional 15 years.

Prior to the amendment, the ground lease was scheduled to expire on August 10, 2066.

The ground lease will now expire on August 9, 2081.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the [removed: 155,788,201] [added: 156,405,989] shares of Common Stock held by non-affiliates of Boston Properties, Inc. was [removed: $17,851,769,904] [added: $13,917,004,905] based upon the last reported sale price of [removed: $114.59] [added: $88.98] per share on the New York Stock Exchange on June 30, [removed: 2021.][added: 2022.]

As of February [removed: 14, 2022,] [added: 21, 2023,] there were [removed: 156,676,277] [added: 156,822,702] 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: 19, 2022] [added: 23, 2023] 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: 2021.][added: 2022.]

This report combines the Annual Reports on Form 10-K for the fiscal year ended December 31, [removed: 2021] [added: 2022] of Boston Properties, Inc. and Boston Properties Limited Partnership.

As of December 31, [removed: 2021,] [added: 2022,] BXP owned an approximate [removed: 89.7%] [added: 89.6%] ownership interest in BPLP.

The remaining approximate [removed: 10.3%] [added: 10.4%] interest was owned by limited partners.

The other limited partners of BPLP [removed: are] (1) [removed: persons who] contributed their direct or indirect interests in properties to BPLP in exchange for common units or preferred units of limited partnership interest in BPLP [removed: and/or] [added: or] (2) [removed: recipients of] [added: received] long-term incentive plan units of BPLP pursuant to BXP’s Stock Option and Incentive [removed: Plans.][added: Plans, or both.]

BPLP holds substantially all of the assets of BXP, including ownership interests in [added: subsidiaries and] joint ventures.

The differences between shareholders’ equity and partners’ capital result from differences in the equity issued [removed: at] [added: by each of] BXP and [removed: BPLP levels.][added: BPLP.]

This accounting resulted in a 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: $261.4] [added: $249.9] million, or [removed: 1.5%] [added: 1.3%] at December 31, [removed: 2021,] [added: 2022,] and a corresponding difference in depreciation expense, impairment losses and gains on sales of real estate upon the sale of these properties having an allocation of the real estate step-up.

Management’s Discussion and Analysis of Financial Condition and Results of Operations [added: and Liquidity and Capital Resources,] includes information specific to each entity, where applicable;

Controls and Procedures, [added: as well as separate Exhibit 23] consents of the independent registered public accounting firm [removed: (Exhibits 23.1] and [removed: 23.2),] [added: Exhibits 31] and [added: 32] certifications [removed: (Exhibits 31.1 to 31.4 and 32.1 to 32.4)] for each of BXP and BPLP.

| 1A. | | | [RISK [removed: FACTORS](#i527431e87b6e4875ab237c2209d9a08f_34)] [added: FACTORS](#i15a0f5aa109e4aa0a08c6f1bb894de32_55)] | | | [removed: [25](#i527431e87b6e4875ab237c2209d9a08f_34)] [added: [27](#i15a0f5aa109e4aa0a08c6f1bb894de32_55)] | | |

| 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i527431e87b6e4875ab237c2209d9a08f_37)] [added: COMMENTS](#i15a0f5aa109e4aa0a08c6f1bb894de32_58)] | | | [removed: [48](#i527431e87b6e4875ab237c2209d9a08f_37)] [added: [48](#i15a0f5aa109e4aa0a08c6f1bb894de32_58)] | | |

| 3. | | | [LEGAL [removed: PROCEEDINGS](#i527431e87b6e4875ab237c2209d9a08f_43)] [added: PROCEEDINGS](#i15a0f5aa109e4aa0a08c6f1bb894de32_67)] | | | [removed: [54](#i527431e87b6e4875ab237c2209d9a08f_43)] [added: [54](#i15a0f5aa109e4aa0a08c6f1bb894de32_67)] | | |

| 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i527431e87b6e4875ab237c2209d9a08f_46)] [added: DISCLOSURES](#i15a0f5aa109e4aa0a08c6f1bb894de32_415)] | | | [removed: [54](#i527431e87b6e4875ab237c2209d9a08f_46)] [added: [54](#i15a0f5aa109e4aa0a08c6f1bb894de32_415)] | | |

| 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i527431e87b6e4875ab237c2209d9a08f_52)] [added: SECURITIES](#i15a0f5aa109e4aa0a08c6f1bb894de32_73)] | | | [removed: [55](#i527431e87b6e4875ab237c2209d9a08f_52)] [added: [55](#i15a0f5aa109e4aa0a08c6f1bb894de32_73)] | | |

| 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i527431e87b6e4875ab237c2209d9a08f_262)] [added: OPERATIONS](#i15a0f5aa109e4aa0a08c6f1bb894de32_280)] | | | [removed: [58](#i527431e87b6e4875ab237c2209d9a08f_262)] [added: [58](#i15a0f5aa109e4aa0a08c6f1bb894de32_280)] | | |

| 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i527431e87b6e4875ab237c2209d9a08f_325)] [added: RISK](#i15a0f5aa109e4aa0a08c6f1bb894de32_349)] | | | [removed: [102](#i527431e87b6e4875ab237c2209d9a08f_325)] [added: [104](#i15a0f5aa109e4aa0a08c6f1bb894de32_349)] | | |

| 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i527431e87b6e4875ab237c2209d9a08f_61)] [added: DATA](#i15a0f5aa109e4aa0a08c6f1bb894de32_82)] | | | [removed: [104](#i527431e87b6e4875ab237c2209d9a08f_61)] [added: [105](#i15a0f5aa109e4aa0a08c6f1bb894de32_82)] | | |

| 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i527431e87b6e4875ab237c2209d9a08f_328)] [added: DISCLOSURE](#i15a0f5aa109e4aa0a08c6f1bb894de32_355)] | | | [removed: [177](#i527431e87b6e4875ab237c2209d9a08f_328)] [added: [179](#i15a0f5aa109e4aa0a08c6f1bb894de32_355)] | | |

| 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i527431e87b6e4875ab237c2209d9a08f_331)] [added: PROCEDURES](#i15a0f5aa109e4aa0a08c6f1bb894de32_358)] | | | [removed: [177](#i527431e87b6e4875ab237c2209d9a08f_331)] [added: [179](#i15a0f5aa109e4aa0a08c6f1bb894de32_358)] | | |

| 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i527431e87b6e4875ab237c2209d9a08f_3915)] [added: INSPECTIONS](#i15a0f5aa109e4aa0a08c6f1bb894de32_364)] | | | [removed: [178](#i527431e87b6e4875ab237c2209d9a08f_3915)] [added: [179](#i15a0f5aa109e4aa0a08c6f1bb894de32_364)] | | |

| 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i527431e87b6e4875ab237c2209d9a08f_340)] [added: GOVERNANCE](#i15a0f5aa109e4aa0a08c6f1bb894de32_400)] | | | [removed: [179](#i527431e87b6e4875ab237c2209d9a08f_340)] [added: [180](#i15a0f5aa109e4aa0a08c6f1bb894de32_400)] | | |

| 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i527431e87b6e4875ab237c2209d9a08f_346)] [added: MATTERS](#i15a0f5aa109e4aa0a08c6f1bb894de32_406)] | | | [removed: [179](#i527431e87b6e4875ab237c2209d9a08f_346)] [added: [180](#i15a0f5aa109e4aa0a08c6f1bb894de32_406)] | | |

| 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i527431e87b6e4875ab237c2209d9a08f_349)] [added: INDEPENDENCE](#i15a0f5aa109e4aa0a08c6f1bb894de32_409)] | | | [removed: [180](#i527431e87b6e4875ab237c2209d9a08f_349)] [added: [181](#i15a0f5aa109e4aa0a08c6f1bb894de32_409)] | | |

| 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i527431e87b6e4875ab237c2209d9a08f_352)] [added: SERVICES](#i15a0f5aa109e4aa0a08c6f1bb894de32_412)] | | | [removed: [180](#i527431e87b6e4875ab237c2209d9a08f_352)] [added: [181](#i15a0f5aa109e4aa0a08c6f1bb894de32_412)] | | |

| 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i527431e87b6e4875ab237c2209d9a08f_358)] [added: SCHEDULES](#i15a0f5aa109e4aa0a08c6f1bb894de32_421)] | | | [removed: [181](#i527431e87b6e4875ab237c2209d9a08f_358)] [added: [182](#i15a0f5aa109e4aa0a08c6f1bb894de32_421)] | | |

- [removed: Adverse] [added: Enhanced market and] economic [added: volatility due to 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.

◦potential adverse effects from major [removed: tenants’] [added: clients’] bankruptcies or insolvencies;

◦potential [removed: increase] [added: increases] in costs to maintain, renovate and develop our properties related to inflation.

- Our use of joint ventures and participation in the Strategic Capital Program [added: (“SCP”)] may limit our control over and flexibility with jointly owned investments and other assets we may wish to acquire.

- [removed: An increase] [added: Increases] in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability to re-finance existing debt or sell assets on favorable terms or at all.

- We face risks associated with [added: climate change and severe weather events, as well as] the [removed: physical] [added: regulatory efforts intended to reduce the] effects of climate change.

- Changes in accounting pronouncements could adversely affect our operating results, in addition to the reported financial performance of our [removed: tenants.][added: clients.]

You should refer to the explanation of the qualifications and limitations on forward-looking statements beginning on page [removed: [58](#i527431e87b6e4875ab237c2209d9a08f_262).][added: [58](#i15a0f5aa109e4aa0a08c6f1bb894de32_280).]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements

of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Boston Properties, Inc. ☐ Boston Properties Limited Partnership ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Boston Properties, Inc. ☐ Boston Properties Limited Partnership ☐

- Note 10.

- Note 11.

| [PART I](#i15a0f5aa109e4aa0a08c6f1bb894de32_91) | | | | | | [3](#i15a0f5aa109e4aa0a08c6f1bb894de32_91) | | |

| 1. | | | [BUSINESS](#i15a0f5aa109e4aa0a08c6f1bb894de32_28) | | | [3](#i15a0f5aa109e4aa0a08c6f1bb894de32_28) | | |

| 2. | | | [PROPERTIES](#i15a0f5aa109e4aa0a08c6f1bb894de32_61) | | | [48](#i15a0f5aa109e4aa0a08c6f1bb894de32_61) | | |

| [PART II](#i15a0f5aa109e4aa0a08c6f1bb894de32_70) | | | | | | [55](#i15a0f5aa109e4aa0a08c6f1bb894de32_70) | | |

| 6. | | | [RESERVED](#i15a0f5aa109e4aa0a08c6f1bb894de32_76) | | | [57](#i15a0f5aa109e4aa0a08c6f1bb894de32_76) | | |

| 9B. | | | [OTHER INFORMATION](#i15a0f5aa109e4aa0a08c6f1bb894de32_361) | | | [179](#i15a0f5aa109e4aa0a08c6f1bb894de32_361) | | |

| [PART III](#i15a0f5aa109e4aa0a08c6f1bb894de32_397) | | | | | | [180](#i15a0f5aa109e4aa0a08c6f1bb894de32_397) | | |

| 11. | | | [EXECUTIVE COMPENSATION](#i15a0f5aa109e4aa0a08c6f1bb894de32_403) | | | [180](#i15a0f5aa109e4aa0a08c6f1bb894de32_403) | | |

| [PART IV](#i15a0f5aa109e4aa0a08c6f1bb894de32_418) | | | | | | [182](#i15a0f5aa109e4aa0a08c6f1bb894de32_418) | | |

| 16. | | | [FORM 10-K SUMMARY](#i15a0f5aa109e4aa0a08c6f1bb894de32_439) | | | [196](#i15a0f5aa109e4aa0a08c6f1bb894de32_439) | | |

- The outbreak of highly infectious or contagious diseases, such as COVID-19, could adversely impact or cause disruption to our financial condition, results of operations, cash flows and liquidity and those of our clients.

◦potential sustained changes in client preferences and space utilization from full-time, collective in-person work environments to hybrid or remote work models, which could decrease overall demand for workplaces and cause market rental rates and property values to be negatively impacted;

- Item 7.

Liquidity and Capital Resources includes separate reconciliations of amounts to each entity’s financial statements, where applicable;

- Note 13.

- Note 14.

| [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) | | |

| [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) | | |

- The COVID-19 pandemic has caused severe disruptions in the United States and global economies, including disruptions in the financial and labor markets, which could materially and adversely affect our financial condition, results of operations, cash flows, liquidity and performance and that of our tenants.

At December 31, [removed: 2021,] [added: 2022,] we owned or had joint venture interests in [removed: 201] [added: 194] commercial real estate properties, aggregating approximately [removed: 52.8] [added: 54.1] million net rentable square feet of primarily [removed: Class A office properties,] [added: premier workplaces,] including [removed: nine] [added: 13] properties under construction/redevelopment totaling approximately [removed: 3.4] [added: 3.2] million net rentable square feet.

Our properties consisted of (1) [removed: 182] [added: 173] office [added: and life sciences] properties (including [removed: nine] [added: 10] properties under construction/redevelopment), (2) [removed: 12] [added: 14] retail [removed: properties,] [added: properties (including two properties under construction/redevelopment),] (3) six residential properties [added: (including one property under construction)] 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: 2021,] [added: 2022,] and it includes properties held by both consolidated and unconsolidated joint ventures.

| Properties | | | | | | Location | | | | | | % Leased as of December 31, [removed: 2021] [added: 2022] (1) | | | | | | | | | | | | Number of Buildings | | | | | | Net Rentable Square Feet | | | | | | | | |

| 767 Fifth Avenue (The GM Building) (60% ownership) | | | | | | New York, NY | | | | | | [removed: 90.3] [added: 86.6] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,959,046] [added: 1,965,003] | | | | | | | | |

| 200 Clarendon Street | | | | | | Boston, MA | | | | | | [removed: 97.3] [added: 95.0] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,768,799] [added: 1,769,077] | | | | | | | | |

| 601 Lexington Avenue (55% ownership) | | | | | | New York, NY | | | | | | [removed: 95.7] [added: 98.9] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,671,749] [added: 1,670,790] | | | | | | | | |

| 399 Park Avenue | | | | | | New York, NY | | | | | | [removed: 96.8] [added: 99.2] | | % | | | | | | | | | | 1 | | | | | | 1,577,544 | | | | | | | | |

| 100 Federal Street (55% ownership) | | | | | | Boston, MA | | | | | | [removed: 97.9] [added: 89.8] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,238,461] [added: 1,238,821] | | | | | | | | |

| Times Square Tower (55% ownership) | | | | | | New York, NY | | | | | | [removed: 85.3] [added: 84.8] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,225,448] [added: 1,225,472] | | | | | | | | |

| 800 Boylston Street - The Prudential Center | | | | | | Boston, MA | | | | | | [removed: 90.1] [added: 91.7] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,197,745] [added: 1,197,798] | | | | | | | | |

| Colorado Center (50% ownership) (2) | | | | | | Santa Monica, CA | | | | | | [removed: 87.8] [added: 89.5] | | % | | | | | | | | | | 6 | | | | | | [removed: 1,130,605] [added: 1,131,511] | | | | | | | | |

| Santa Monica Business Park (55% ownership) (2) | | | | | | Santa Monica, CA | | | | | | [removed: 89.7] [added: 87.1] | | % | | | | | | | | | | 14 | | | | | | [removed: 1,102,592] [added: 1,106,399] | | | | | | | | |

| Gateway Commons (50% Ownership) (2) [removed: (3)] | | | | | | South San Francisco, CA | | | | | | [removed: 71.1] [added: 89.7] | | % | | | | | | | | | | [removed: 6] [added: 5] | | | | | | [removed: 1,080,722] [added: 787,846] | | | | | | | | |

| 599 Lexington Avenue | | | | | | New York, NY | | | | | | [removed: 99.4] [added: 85.4] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,062,708] [added: 1,106,351] | | | | | | | | |

| Bay Colony Corporate Center | | | | | | Waltham, MA | | | | | | [removed: 73.4] [added: 62.8] | | % | | | | | | | | | | 4 | | | | | | [removed: 993,110] [added: 989,548] | | | | | | | | |

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

| Embarcadero Center Four | | | | | | San Francisco, CA | | | | | | [removed: 92.9] [added: 93.7] | | % | | | | | | | | | | 1 | | | | | | [removed: 941,228] [added: 941,205] | | | | | | | | |

| 111 Huntington Avenue - The Prudential Center | | | | | | Boston, MA | | | | | | [removed: 93.4] [added: 95.2] | | % | | | | | | | | | | 1 | | | | | | [removed: 860,456] [added: 860,446] | | | | | | | | |

| Embarcadero Center One | | | | | | San Francisco, CA | | | | | | [removed: 84.4] [added: 68.4] | | % | | | | | | | | | | 1 | | | | | | [removed: 831,603] [added: 837,309] | | | | | | | | |

| Embarcadero Center Two | | | | | | San Francisco, CA | | | | | | [removed: 87.0] [added: 86.3] | | % | | | | | | | | | | 1 | | | | | | [removed: 801,378] [added: 802,472] | | | | | | | | |

| Atlantic Wharf Office (55% ownership) | | | | | | Boston, MA | | | | | | 99.8 | | % | | | | | | | | | | 1 | | | | | | [removed: 793,823] [added: 793,769] | | | | | | | | |

| Embarcadero Center Three | | | | | | San Francisco, CA | | | | | | [removed: 86.7] [added: 82.5] | | % | | | | | | | | | | 1 | | | | | | [removed: 786,864] [added: 787,377] | | | | | | | | |

| Safeco Plaza (33.67% ownership) (2) | | | | | | Seattle, WA | | | | | | [removed: 90.9] [added: 83.6] | | % | | | | | | | | | | 1 | | | | | | [removed: 764,866] [added: 778,116] | | | | | | | | |

| 7750 Wisconsin Avenue (50% ownership) (2) | | | | | | Bethesda, MD | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | [removed: 733,483] [added: 735,573] | | | | | | | | |

| Dock 72 (50% ownership) (2) | | | | | | Brooklyn, NY | | | | | | [removed: 33.1] [added: 25.5] | | % | | | | | | | | | | 1 | | | | | | 668,625 | | | | | | | | |

| Metropolitan Square (20% ownership) (2) | | | | | | Washington, DC | | | | | | [removed: 65.6] [added: 85.7] | | % | | | | | | | | | | 1 | | | | | | [removed: 657,481] [added: 657,580] | | | | | | | | |

| 100 Causeway Street (50% ownership) (2) | | | | | | Boston, MA | | | | | | [removed: 89.3] [added: 94.6] | | % | | | | | | | | | | 1 | | | | | | 633,819 | | | | | | | | |

| Properties | | | | | | Location | | | | | | % Leased as of December 31, [removed: 2021] [added: 2022] (1) | | | | | | | | | | | | Number of Buildings | | | | | | Net Rentable Square Feet | | | | | | | | |

| South of Market | | | | | | Reston, VA | | | | | | [removed: 99.0] [added: 99.6] | | % | | | | | | | | | | 3 | | | | | | 623,250 | | | | | | | | |

| Mountain View Research Park | | | | | | Mountain View, CA | | | | | | [removed: 82.0] [added: 79.2] | | % | | | | | | | | | | 15 | | | | | | 542,264 | | | | | | | | |

| 901 New York Avenue (25% ownership) (2) | | | | | | Washington, DC | | | | | | [removed: 74.4] [added: 83.1] | | % | | | | | | | | | | 1 | | | | | | [removed: 541,743] [added: 544,256] | | | | | | | | |

| Reservoir Place | | | | | | Waltham, MA | | | | | | [removed: 80.4] [added: 58.0] | | % | | | | | | | | | | 1 | | | | | | 527,029 | | | | | | | | |

| 680 Folsom Street | | | | | | San Francisco, CA | | | | | | [removed: 99.1] [added: 98.7] | | % | | | | | | | | | | 2 | | | | | | 524,793 | | | | | | | | |

| 101 Huntington Avenue - The Prudential Center | | | | | | Boston, MA | | | | | | [removed: 100.0] [added: 99.2] | | % | | | | | | | | | | 1 | | | | | | 506,476 | | | | | | | | |

| 145 Broadway | | | | | | Cambridge, MA | | | | | | [removed: 99.1] [added: 99.6] | | % | | | | | | | | | | 1 | | | | | | 490,086 | | | | | | | | |

| 2200 Pennsylvania Avenue | | | | | | Washington, DC | | | | | | [removed: 97.3] [added: 93.6] | | % | | | | | | | | | | 1 | | | | | | [removed: 459,667] [added: 459,745] | | | | | | | | |

| One Freedom Square | | | | | | Reston, VA | | | | | | [removed: 84.7] [added: 85.0] | | % | | | | | | | | | | 1 | | | | | | [removed: 429,541] [added: 427,956] | | | | | | | | |

| Market Square North (50% ownership) (2) | | | | | | Washington, DC | | | | | | [removed: 77.9] [added: 75.3] | | % | | | | | | | | | | 1 | | | | | | [removed: 417,989] [added: 418,539] | | | | | | | | |

| The Hub on Causeway - Podium (50% ownership) (2) | | | | | | Boston, MA | | | | | | [removed: 80.3] [added: 75.3] | | % | | | | | | | | | | 1 | | | | | | 382,497 | | | | | | | | |

| Office and Life Sciences | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Reston Next | | | | | | Reston, VA | | | | | | 69.4 | | % | | | | | | | | | | 2 | | | | | | 1,063,236 | | | | | | | | |

| 200 Fifth Avenue (26.69% ownership) (2) | | | | | | New York, NY | | | | | | 92.5 | | % | | | | | | | | | | 1 | | | | | | 854,737 | | | | | | | | |

| Madison Centre | | | | | | Seattle, WA | | | | | | 93.1 | | % | | | | | | | | | | 1 | | | | | | 754,988 | | | | | | | | |

| Fountain Square | | | | | | Reston, VA | | | | | | 89.7 | | % | | | | | | | | | | 2 | | | | | | 524,785 | | | | | | | | |

| 125 Broadway | | | | | | Cambridge, MA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 271,000 | | | | | | | | |

| 880 Winter Street | | | | | | Waltham, MA | | | | | | 85.4 | | % | | | | | | | | | | 1 | | | | | | 243,618 | | | | | | | | |

| 10 CityPoint | | | | | | Waltham, MA | | | | | | 95.8 | | % | | | | | | | | | | 1 | | | | | | 236,570 | | | | | | | | |

| Kingstowne Two | | | | | | Alexandria, VA | | | | | | 83.7 | | % | | | | | | | | | | 1 | | | | | | 156,005 | | | | | | | | |

| Subtotal for Office and Life Sciences Properties | | | | | | | | | | | | 88.5 | | % | | | | | | | | | | 163 | | | | | | 48,154,072 | | | | | | | | |

| Avant Retail | | | | | | Reston, VA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 26,179 | | | | | | | | |

| Subtotal for In-Service Properties | | | | | | | | | | | | 88.6 | | % | | | | | | | | | | 181 | | | | | | 50,847,832 | | | | | | | | |

| 140 Kendrick Street - Building A | | | | | | Needham, MA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 104,000 | | | | | | | | |

| Reston Next Office Phase II | | | | | | Reston, VA | | | | | | — | | % | | | | | | | | | | 1 | | | | | | 90,000 | | | | | | | | |

| Platform16 Building A (55% ownership) (2) | | | | | | San Jose, CA | | | | | | — | | % | | | | | | | | | | 1 | | | | | | 389,500 | | | | | | | | |

| 651 Gateway (50% ownership) (Redevelopment) (2) | | | | | | South San Francisco, CA | | | | | | 7.0 | | % | | | | | | | | | | 1 | | | | | | 327,000 | | | | | | | | |

| Residential | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Reston Next Residential (508 units) (20% ownership) (2) | | | | | | Reston, VA | | | | | | — | | % | | | | | | | | | | 1 | | | | | | 417,000 | | | | | | | | |

| 760 Boylston Street (Redevelopment) | | | | | | Boston, MA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 118,000 | | | | | | | | |

| Total Portfolio | | | | | | | | | | | | | | | | | | | | | | | | 194 | | | | | | 54,061,332 | | | | | | | | |

(3)Excludes a portion of the property that was placed in redevelopment during the year for 760 Boylston Street, the stand-alone building consisting of approximately 118,000 square feet at the Prudential Center (retail shops), and for 140 Kendrick Street one building consisting of approximately 90,000 square feet.

(4)This property is held for redevelopment (see Note 16 to the Consolidated Financial Statements).

(6)Excludes 2096 Gaither Road, which was taken out of service following the expiration of the last leases on November 30, 2022.

2096 Gaither Road consisted of approximately 50,000 net rentable square feet of office space.

The property is held for future redevelopment.

| 2. | | | | | | Biogen | | | | | | 848,021 | | | | | | 2.04 | | % |

| 3. | | | | | | Google | | | | | | 836,110 | | | | | | 2.02 | | % |

| 4. | | | | | | Fannie Mae | | | | | | 706,196 | | | | | | 1.70 | | % |

| 8. | | | | | | WeWork | | | | | | 499,584 | | | | | | 1.20 | | % |

| 10. | | | | | | Shearman & Sterling | | | | | | 384,813 | | | | | | 0.93 | | % |

| 11. | | | | | | Integrated Holding Group | | | | | | 373,007 | | | | | | 0.90 | | % |

| 12. | | | | | | Arnold & Porter Kaye Scholer | | | | | | 367,878 | | | | | | 0.89 | | % |

| 13. | | | | | | Marriott | | | | | | 367,787 | | | | | | 0.89 | | % |

| 14. | | | | | | Leidos | | | | | | 352,394 | | | | | | 0.85 | | % |

| 16. | | | | | | Snap | | | | | | 334,008 | | | | | | 0.81 | | % |

| 17. | | | | | | Wellington Management | | | | | | 329,284 | | | | | | 0.79 | | % |

| 18. | | | | | | Bank of America | | | | | | 327,965 | | | | | | 0.79 | | % |

| 19. | | | | | | US Government | | | | | | 319,359 | | | | | | 0.77 | | % |

Client Diversification

| Retail | | | 5.5% | | |

| Office | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fountain Square | | | | | | Reston, VA | | | | | | 76.5 | | % | | | | | | | | | | 2 | | | | | | 505,232 | | | | | | | | |

| 601 Massachusetts Avenue | | | | | | Washington, DC | | | | | | 98.7 | | % | | | | | | | | | | 1 | | | | | | 478,667 | | | | | | | | |

| 10 CityPoint | | | | | | Waltham, MA | | | | | | 98.1 | | % | | | | | | | | | | 1 | | | | | | 241,203 | | | | | | | | |

| Kingstowne Two | | | | | | Alexandria, VA | | | | | | 87.2 | | % | | | | | | | | | | 1 | | | | | | 155,995 | | | | | | | | |

| 7601 Boston Boulevard | | | | | | Springfield, VA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 108,286 | | | | | | | | |

| 7435 Boston Boulevard | | | | | | Springfield, VA | | | | | | 43.7 | | % | | | | | | | | | | 1 | | | | | | 103,557 | | | | | | | | |

| 8000 Grainger Court | | | | | | Springfield, VA | | | | | | — | | % | | | | | | | | | | 1 | | | | | | 88,775 | | | | | | | | |

| 7500 Boston Boulevard | | | | | | Springfield, VA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 79,971 | | | | | | | | |

| 7501 Boston Boulevard | | | | | | Springfield VA | | | | | | — | | % | | | | | | | | | | 1 | | | | | | 75,756 | | | | | | | | |

| 195 West Street | | | | | | Waltham, MA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 63,500 | | | | | | | | |

| 7450 Boston Boulevard | | | | | | Springfield, VA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 62,402 | | | | | | | | |

| 7374 Boston Boulevard | | | | | | Springfield, VA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 57,321 | | | | | | | | |

| 8000 Corporate Court | | | | | | Springfield, VA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 52,539 | | | | | | | | |

| 7451 Boston Boulevard | | | | | | Springfield, VA | | | | | | 65.3 | | % | | | | | | | | | | 1 | | | | | | 45,949 | | | | | | | | |

| 7300 Boston Boulevard | | | | | | Springfield, VA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 32,000 | | | | | | | | |

| 7375 Boston Boulevard | | | | | | Springfield, VA | | | | | | 31.5 | | % | | | | | | | | | | 1 | | | | | | 26,865 | | | | | | | | |

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

| The Avant at Reston Town Center (359 units) | | | | | | Reston, VA | | | | | | 93.3 | | % | | | | | | | | | | 1 | | | | | | 355,374 | | | | | | | | |

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

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

| 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.

(6)This property was completed and fully placed in-service on August 15, 2020, it is in its initial lease-up period.

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

| 2. | | | | | | Biogen | | | | | | 772,212 | | | | | | 1.90 | | % |

| 3. | | | | | | Arnold & Porter Kaye Scholer | | | | | | 764,136 | | | | | | 1.88 | | % |

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

| 8. | | | | | | Shearman & Sterling | | | | | | 500,109 | | | | | | 1.23 | | % |

| 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 | | % |

| 14. | | | | | | Wellington Management | | | | | | 350,102 | | | | | | 0.86 | | % |

| 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 | | % |

The common stock of Boston Properties, Inc. is listed on the New York Stock Exchange under the symbol “BXP.” At February [removed: 14, 2022,] [added: 21, 2023,] BXP had approximately [removed: 1,071] [added: 1,055] stockholders of record.

On February [removed: 14, 2022,] [added: 21, 2023,] there were approximately [removed: 319] [added: 329] holders of record and [removed: 174,939,520] [added: 175,485,410] common units outstanding, [removed: 156,676,277] [added: 156,822,702] of which were held by BXP.

Distributions are declared at the discretion of the Board of Directors of BXP and depend on actual and anticipated cash from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the [removed: Internal Revenue] Code and other factors the Board of Directors of BXP may consider relevant.

The following graph provides a comparison of cumulative total stockholder return for the period from December 31, [removed: 2016] [added: 2017] through December 31, [removed: 2021,] [added: 2022,] 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: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

[removed: (2)Represents] [added: (1)Includes 845] shares of restricted common stock of BXP repurchased in connection with the termination of [removed: certain employees’] [added: an employee’s] employment with BXP.

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

[removed: (2)Represents] [added: (1)Includes 845] 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: a certain] [added: an] employee’s employment with [added: BXP and 948 LTIP units, 229 2021 MYLTIP Units and 174 2022 MYLTIP Units that were repurchased by BPLP in connection with the termination of certain employees’ employment with] BXP.

Under the terms of the applicable restricted stock award agreements, [removed: such] [added: LTIP unit vesting agreements, 2021 MYLTIP award agreement and 2022 MYLTIP award agreement, the] shares were repurchased at a price of $0.01 per [removed: share,] [added: share and the LTIP units, 2021 MYLTIP units and 2022 MYLTIP units were repurchased at a price of $0.25 per unit,] which [removed: was] [added: were] the [removed: amount] [added: amounts] originally paid by such employee for such [removed: shares.][added: shares and units.]

| Boston Properties, Inc. | | | | | | $ | 100.00 | | | | | $ | 89.12 | | | | | $ | 112.36 | | | | | $ | 80.50 | | | | | $ | 101.60 | | | | | $ | 62.40 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 95.62 | | | | | $ | 125.72 | | | | | $ | 148.85 | | | | | $ | 191.58 | | | | | $ | 156.88 | |

| Equity REIT Index | | | | | | $ | 100.00 | | | | | $ | 95.38 | | | | | $ | 120.17 | | | | | $ | 110.56 | | | | | $ | 158.36 | | | | | $ | 119.78 | |

| Office REIT Index | | | | | | $ | 100.00 | | | | | $ | 85.50 | | | | | $ | 112.36 | | | | | $ | 91.65 | | | | | $ | 111.81 | | | | | $ | 69.75 | |

BXP

(a) None.

| October 1, 2022 – October 31, 2022 | | | | | | — | | | | | | $ | — | | | | | N/A | | | | | | N/A | | |

| November 1, 2022 – November 30, 2022 | | | | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| December 1, 2022 – December 31, 2022 | | | | | | 845 | | | (1) | | | 0.01 | | | | | | N/A | | | | | | N/A | | |

| Total | | | | | | 845 | | | | | | $ | 0.01 | | | | | N/A | | | | | | N/A | | |

BPLP

(a) None.

| October 1, 2022 – October 31, 2022 | | | | | | — | | | | | | $ | — | | | | | N/A | | | | | | N/A | | |

| November 1, 2022 – November 30, 2022 | | | | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| December 1, 2022 – December 31, 2022 | | | | | | 2,196 | | | (1) | | | 0.16 | | | | | | N/A | | | | | | N/A | | |

| Total | | | | | | 2,196 | | | | | | $ | 0.16 | | | | | N/A | | | | | | N/A | | |

| 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 | |

Boston Properties, Inc.

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

Of these shares, 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.

BXP relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partners who received the common shares.

| 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.

Boston Properties Limited Partnership

(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.

| | | | [Management’s Report on Internal Control over Financial [removed: Reporting](#i527431e87b6e4875ab237c2209d9a08f_64)] [added: Reporting](#i15a0f5aa109e4aa0a08c6f1bb894de32_85)] | | | [removed: [105](#i527431e87b6e4875ab237c2209d9a08f_64)] [added: [106](#i15a0f5aa109e4aa0a08c6f1bb894de32_85)] | | |

| | | | [Report of Independent Registered Public Accounting Firm [removed: (PCAOB](#i527431e87b6e4875ab237c2209d9a08f_67) [](#i527431e87b6e4875ab237c2209d9a08f_67)[ID](#i527431e87b6e4875ab237c2209d9a08f_67) [](#i527431e87b6e4875ab237c2209d9a08f_67)238[)](#i527431e87b6e4875ab237c2209d9a08f_67)] [added: (PCAOB](#i15a0f5aa109e4aa0a08c6f1bb894de32_88) [](#i15a0f5aa109e4aa0a08c6f1bb894de32_88)[ID](#i15a0f5aa109e4aa0a08c6f1bb894de32_88) 238[)](#i15a0f5aa109e4aa0a08c6f1bb894de32_88)] | | | [removed: [106](#i527431e87b6e4875ab237c2209d9a08f_67)] [added: [107](#i15a0f5aa109e4aa0a08c6f1bb894de32_88)] | | |

| | | | [Consolidated Balance Sheets as of December 31, [removed: 202](#i527431e87b6e4875ab237c2209d9a08f_88)[1](#i527431e87b6e4875ab237c2209d9a08f_88)] [added: 202](#i15a0f5aa109e4aa0a08c6f1bb894de32_100)[2](#i15a0f5aa109e4aa0a08c6f1bb894de32_100)] [and [removed: 20](#i527431e87b6e4875ab237c2209d9a08f_88)[20](#i527431e87b6e4875ab237c2209d9a08f_88)] [added: 20](#i15a0f5aa109e4aa0a08c6f1bb894de32_100)[2](#i15a0f5aa109e4aa0a08c6f1bb894de32_100)[1](#i15a0f5aa109e4aa0a08c6f1bb894de32_100)] | | | [removed: [109](#i527431e87b6e4875ab237c2209d9a08f_88)] [added: [110](#i15a0f5aa109e4aa0a08c6f1bb894de32_100)] | | |

| | | | [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#i527431e87b6e4875ab237c2209d9a08f_97)[1](#i527431e87b6e4875ab237c2209d9a08f_97)[, 20](#i527431e87b6e4875ab237c2209d9a08f_97)[20](#i527431e87b6e4875ab237c2209d9a08f_97) [and 20](#i527431e87b6e4875ab237c2209d9a08f_97)[19](#i527431e87b6e4875ab237c2209d9a08f_97)] [added: 2022, 2021 and 2020](#i15a0f5aa109e4aa0a08c6f1bb894de32_106)] | | | [removed: [111](#i527431e87b6e4875ab237c2209d9a08f_97)] [added: [112](#i15a0f5aa109e4aa0a08c6f1bb894de32_106)] | | |

| | | | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#i527431e87b6e4875ab237c2209d9a08f_103)[1](#i527431e87b6e4875ab237c2209d9a08f_103)[, 20](#i527431e87b6e4875ab237c2209d9a08f_103)[20](#i527431e87b6e4875ab237c2209d9a08f_103) [and 201](#i527431e87b6e4875ab237c2209d9a08f_103)[9](#i527431e87b6e4875ab237c2209d9a08f_103)] [added: 2022, 2021 and 2020](#i15a0f5aa109e4aa0a08c6f1bb894de32_112)] | | | [removed: [112](#i527431e87b6e4875ab237c2209d9a08f_103)] [added: [113](#i15a0f5aa109e4aa0a08c6f1bb894de32_112)] | | |

| | | | [Consolidated Statements of Equity for the years ended December 31, [removed: 202](#i527431e87b6e4875ab237c2209d9a08f_106)[1](#i527431e87b6e4875ab237c2209d9a08f_106)[, 20](#i527431e87b6e4875ab237c2209d9a08f_106)[20](#i527431e87b6e4875ab237c2209d9a08f_106) [and 201](#i527431e87b6e4875ab237c2209d9a08f_106)[9](#i527431e87b6e4875ab237c2209d9a08f_106)] [added: 2022, 2021 and 2020](#i15a0f5aa109e4aa0a08c6f1bb894de32_115)] | | | [removed: [113](#i527431e87b6e4875ab237c2209d9a08f_106)] [added: [114](#i15a0f5aa109e4aa0a08c6f1bb894de32_115)] | | |

| | | | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i527431e87b6e4875ab237c2209d9a08f_109)[1](#i527431e87b6e4875ab237c2209d9a08f_109)[, 20](#i527431e87b6e4875ab237c2209d9a08f_109)[20](#i527431e87b6e4875ab237c2209d9a08f_109) [and 201](#i527431e87b6e4875ab237c2209d9a08f_109)[9](#i527431e87b6e4875ab237c2209d9a08f_109)] [added: 2022, 2021 and 2020](#i15a0f5aa109e4aa0a08c6f1bb894de32_118)] | | | [removed: [115](#i527431e87b6e4875ab237c2209d9a08f_109)] [added: [116](#i15a0f5aa109e4aa0a08c6f1bb894de32_118)] | | |

| | | | [Management’s Report on Internal Control over Financial [removed: Reporting](#i527431e87b6e4875ab237c2209d9a08f_115)] [added: Reporting](#i15a0f5aa109e4aa0a08c6f1bb894de32_124)] | | | [removed: [118](#i527431e87b6e4875ab237c2209d9a08f_115)] [added: [119](#i15a0f5aa109e4aa0a08c6f1bb894de32_124)] | | |

| | | | [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i527431e87b6e4875ab237c2209d9a08f_118) [](#i527431e87b6e4875ab237c2209d9a08f_118)238[)](#i527431e87b6e4875ab237c2209d9a08f_118)] [added: ID](#i15a0f5aa109e4aa0a08c6f1bb894de32_127) [](#i15a0f5aa109e4aa0a08c6f1bb894de32_127)238[)](#i15a0f5aa109e4aa0a08c6f1bb894de32_127)] | | | [removed: [119](#i527431e87b6e4875ab237c2209d9a08f_118)] [added: [120](#i15a0f5aa109e4aa0a08c6f1bb894de32_127)] | | |

| | | | [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#i527431e87b6e4875ab237c2209d9a08f_133)[1](#i527431e87b6e4875ab237c2209d9a08f_133)[, 20](#i527431e87b6e4875ab237c2209d9a08f_133)[20](#i527431e87b6e4875ab237c2209d9a08f_133) [and 201](#i527431e87b6e4875ab237c2209d9a08f_133)[9](#i527431e87b6e4875ab237c2209d9a08f_133)] [added: 2022, 2021 and 2020](#i15a0f5aa109e4aa0a08c6f1bb894de32_139)] | | | [removed: [124](#i527431e87b6e4875ab237c2209d9a08f_133)] [added: [125](#i15a0f5aa109e4aa0a08c6f1bb894de32_139)] | | |

| | | | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#i527431e87b6e4875ab237c2209d9a08f_139)[1](#i527431e87b6e4875ab237c2209d9a08f_139)[, 20](#i527431e87b6e4875ab237c2209d9a08f_139)[20](#i527431e87b6e4875ab237c2209d9a08f_139) [and 201](#i527431e87b6e4875ab237c2209d9a08f_139)[9](#i527431e87b6e4875ab237c2209d9a08f_139)] [added: 2022, 2021 and 2020](#i15a0f5aa109e4aa0a08c6f1bb894de32_145)] | | | [removed: [125](#i527431e87b6e4875ab237c2209d9a08f_139)] [added: [126](#i15a0f5aa109e4aa0a08c6f1bb894de32_145)] | | |

| | | | [Consolidated Statements of Capital and Noncontrolling Interests for the years ended December 31, [removed: 202](#i527431e87b6e4875ab237c2209d9a08f_142)[1](#i527431e87b6e4875ab237c2209d9a08f_142)[, 20](#i527431e87b6e4875ab237c2209d9a08f_142)[20](#i527431e87b6e4875ab237c2209d9a08f_142) [and 201](#i527431e87b6e4875ab237c2209d9a08f_142)[9](#i527431e87b6e4875ab237c2209d9a08f_142)] [added: 2022, 2021 and 2020](#i15a0f5aa109e4aa0a08c6f1bb894de32_148)] | | | [removed: [126](#i527431e87b6e4875ab237c2209d9a08f_142)] [added: [127](#i15a0f5aa109e4aa0a08c6f1bb894de32_148)] | | |

| | | | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i527431e87b6e4875ab237c2209d9a08f_151)[1](#i527431e87b6e4875ab237c2209d9a08f_151)[, 20](#i527431e87b6e4875ab237c2209d9a08f_151)[20](#i527431e87b6e4875ab237c2209d9a08f_151) [and 201](#i527431e87b6e4875ab237c2209d9a08f_151)[9](#i527431e87b6e4875ab237c2209d9a08f_151)] [added: 2022, 2021 and 2020](#i15a0f5aa109e4aa0a08c6f1bb894de32_157)] | | | [removed: [128](#i527431e87b6e4875ab237c2209d9a08f_151)] [added: [129](#i15a0f5aa109e4aa0a08c6f1bb894de32_157)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i527431e87b6e4875ab237c2209d9a08f_157)] [added: Statements](#i15a0f5aa109e4aa0a08c6f1bb894de32_163)] | | | [removed: [131](#i527431e87b6e4875ab237c2209d9a08f_157)] [added: [132](#i15a0f5aa109e4aa0a08c6f1bb894de32_163)] | | |

| | | | [Financial Statement Schedule—Schedule 3 - Real Estate Investments and Accumulated Depreciation as of December 31, [removed: 202](#i527431e87b6e4875ab237c2209d9a08f_358)[1](#i527431e87b6e4875ab237c2209d9a08f_358)] [added: 2022](#i15a0f5aa109e4aa0a08c6f1bb894de32_421)] | | | [removed: [181](#i527431e87b6e4875ab237c2209d9a08f_358)] [added: [182](#i15a0f5aa109e4aa0a08c6f1bb894de32_421)] | | |

| | | | [Financial Statement Schedule—Schedule 3 - Real Estate Investments and Accumulated Depreciation as of December 31, [removed: 202](#i527431e87b6e4875ab237c2209d9a08f_364)[1](#i527431e87b6e4875ab237c2209d9a08f_364)] [added: 2022](#i15a0f5aa109e4aa0a08c6f1bb894de32_427)] | | | [removed: [186](#i527431e87b6e4875ab237c2209d9a08f_364)] [added: [187](#i15a0f5aa109e4aa0a08c6f1bb894de32_427)] | | |

As of the end of Boston Properties, Inc.’s [removed: 2021] [added: 2022] 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: 2021] [added: 2022] was effective.

The effectiveness of Boston Properties, Inc.’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report appearing on page [removed: [106](#i527431e87b6e4875ab237c2209d9a08f_67),] [added: [107](#i15a0f5aa109e4aa0a08c6f1bb894de32_88),] which expresses an unqualified opinion on the effectiveness of Boston Properties, Inc.’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

We have audited the accompanying consolidated balance sheets of Boston Properties, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: Impairment Indicators] [added: *Assessment] of [added: Impairment Indicators* *of] Long-Lived Assets and Investments in Unconsolidated Joint [removed: Ventures][added: Ventures*]

As described in Notes 2, 3 and 6 to the consolidated financial statements, the Company’s total real estate balance was [removed: $18,276.0] [added: $19,496.4] million and its investments in unconsolidated joint ventures was [removed: $1,445.9] [added: $1,630.5] million as of December 31, [removed: 2021.][added: 2022.]

The principal considerations for our determination that performing procedures relating to the [added: assessment of] impairment indicators [removed: of] [added: for] long-lived assets and investments in unconsolidated joint ventures is a critical audit matter are (i) the significant judgment by management [added: (a)] in identifying the indicators of impairment for [removed: long lived] [added: long-lived] assets [removed: related to the anticipated holding periods] and [added: investments in unconsolidated joint ventures and (b) when developing] the [removed: operating performance, which] [added: fair value estimate of the investment] in [removed: turn led to] [added: unconsolidated joint venture with an other- than- temporary impairment, (ii)] a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to [removed: management’s] [added: (a) management's] identification of the indicators of impairment [removed: for long-lived assets] related to the [added: operating performance and] anticipated [removed: holding] [added: hold] periods [removed: and the operating performance;] [added: for long-lived assets] and [removed: (ii)] the [removed: significant judgment by management in identifying the indicators] [added: performance] of [removed: impairment] [added: each investment and market conditions] for investments in unconsolidated joint ventures [added: and (b) management’s assumptions] related to [removed: the performance of each investment] [added: future occupancy, future rental rates, future capital requirements, discount rate] and [removed: market conditions, which in turn led] [added: capitalization rate (collectively referred] to [removed: a high degree of auditor judgment, subjectivity and effort in performing procedures] [added: as “the significant fair value assumptions”),] and [removed: evaluating] [added: (iii) the] audit [removed: evidence] [added: effort] related to management’s [removed: identification] [added: development] of the [removed: indicators] [added: fair value estimate] of [removed: impairment for investments] [added: the investment] in unconsolidated joint [removed: ventures related to] [added: venture with an other-than-temporary impairment involved] the [removed: performance] [added: use] of [removed: each investment] [added: professionals with specialized skill] and [removed: market conditions.][added: knowledge.]

These procedures included testing the effectiveness of controls relating to [added: (i)] the identification of the indicators of impairment for long-lived assets and investments in unconsolidated joint [removed: ventures.][added: ventures and (ii) developing the fair value estimate of the unconsolidated investment in joint venture with an other- than- temporary impairment.]

[removed: For the long-lived assets, the procedures included, among others, (i) testing management's process for identifying impairment indicators for long lived assets, including testing the completeness and accuracy of] [added: Evaluating] the [removed: underlying data used] [added: operating performance] and [removed: (ii) evaluating the reasonableness of management’s assessment of the indicators of impairment for long lived assets related to the] anticipated [removed: holding] [added: hold] periods [removed: and operating performance by] [added: involved] considering the current and past performance of the [removed: long lived] [added: long-lived] assets, the consistency with external market and industry data, and whether [removed: these assumptions] [added: the indicators] were consistent with evidence obtained in other areas of the [removed: audit that may be indicative of an indicator of impairment of the long-lived assets.][added: audit.]

For the [removed: investments in unconsolidated joint ventures,] [added: identification of] the [added: indicators of impairment, these] procedures [added: also] included, among others, (i) testing management's process for identifying [removed: impairment] [added: the] indicators [added: of impairment] for [added: long-lived assets and investments in] unconsolidated joint ventures, [removed: including] [added: (ii) evaluating the reasonableness of the models, (iii)] testing the [removed: completeness, accuracy, relevance] [added: completeness] and [removed: reliability] [added: accuracy] of the underlying data [removed: used, (ii)] [added: used in the models, and (iv)] evaluating the reasonableness of management’s [removed: identification] [added: indicators] of [removed: changes in] [added: impairment related to] the [added: operating] performance [added: and anticipated hold periods for long-lived assets and the performance] of each investment and market [removed: conditions indicating that there may be a decline in the fair values of the investments in unconsolidated joint ventures below the carrying amounts and]

As described in Notes 2 and 3 to the consolidated financial statements, during the year ended December 31, [removed: 2021,] [added: 2022,] the Company acquired two properties for an aggregate purchase price of [removed: $218.7] [added: $1,316.7] million.

Management assesses the fair value of acquired tangible and intangible assets (including land, [removed: buildings,] [added: buildings and improvements,] tenant improvements, “above-” and “below-market” leases, leasing [removed: and assumed financing origination] costs, acquired in-place leases, other identified intangible assets and assumed liabilities) and allocates the purchase price to the acquired assets and assumed liabilities, including land and buildings as if vacant.

The principal considerations for our determination that performing procedures relating to the purchase price allocation for long-lived asset property acquisitions is a critical audit matter are [added: (i)] the significant judgment by management in [removed: determining] [added: developing] the fair value [added: estimates] of assets acquired and the corresponding purchase price allocation, [removed: which in turn led to] [added: (ii)] a high degree of auditor judgment, [removed: subjectivity] [added: subjectivity,] and effort in performing procedures and evaluating audit evidence related to management’s significant [removed: assumptions, specifically] [added: assumptions related to] discount rates and capitalization [removed: rates.][added: rates, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.]

These procedures also included, among others, (i) reading the purchase agreements for all acquisitions, (ii) testing management’s process for [removed: estimating] [added: developing] the fair value [added: estimates] of the assets acquired and the corresponding purchase price allocation, (iii) evaluating the appropriateness of management’s discounted cash flow [removed: methods and] [added: methods, (iv)] testing the completeness and accuracy of the underlying data [removed: used,] [added: used in the methods,] and, [removed: (iv)] [added: (v)] evaluating the reasonableness of the significant assumptions used by management, [removed: specifically,] [added: related to] the discount rates and capitalization rates by considering industry knowledge and data as well as historical company data and experience.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the [added: appropriateness of the discounted cash flow model and] reasonableness of [added: the] discount rates and capitalization [removed: rates.][added: rates assumptions.]

| | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2020] [added: 2021] | | |

| Real estate, at cost (amounts related to variable interest entities (“VIEs”) of [removed: $6,702,830] [added: $6,789,029] and [removed: $6,592,019] [added: $6,702,830] at December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] respectively) | | | | | | $ | [removed: 23,752,630] [added: 25,389,663] | | | | | $ | [removed: 22,969,110] [added: 23,752,630] | |

| Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] respectively) | | | | | | [removed: 237,507] [added: 237,510] | | | | | | [removed: 237,393] [added: 237,507] | | |

| Right of use assets - operating leases | | | | | | [removed: 169,778] [added: 167,351] | | | | | | [removed: 146,406] [added: 169,778] | | |

| Less: accumulated depreciation (amounts related to VIEs of [removed: $(1,283,060)] [added: $(1,381,401)] and [removed: $(1,158,548)] [added: $(1,283,060)] at December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] respectively) | | | | | | [removed: (5,883,961)] [added: (6,298,082)] | | | | | | [removed: (5,534,102)] [added: (5,883,961)] | | |

| Total real estate | | | | | | [removed: 18,275,954] [added: 19,496,442] | | | | | | [removed: 17,818,807] [added: 18,275,954] | | |

| | | | [Consolidated Balance Sheets as of December 31, 2022 and 2021](#i15a0f5aa109e4aa0a08c6f1bb894de32_133) | | | [123](#i15a0f5aa109e4aa0a08c6f1bb894de32_133) | | |

During 2022, the Company recognized a $50.7 million other-than-temporary impairment related to an investment in an unconsolidated joint venture.

The fair value of unconsolidated joint ventures is calculated using a discounted cash flow model which is subjective and considers assumptions regarding future occupancy, future rental rates, future capital requirements, discount rates, and capitalization rates.

conditions for investments in unconsolidated joint ventures.