Item 1. Financial Statements.

BOSTON PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for share and par value amounts)
						March 31, 2022						December 31, 2021
ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $6,717,227 and $6,702,830 at March 31, 2022 and December 31, 2021, respectively)						$	23,902,226					$	23,752,630
Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at March 31, 2022 and December 31, 2021, respectively)						237,501						237,507
Right of use assets - operating leases						169,248						169,778
Less: accumulated depreciation (amounts related to VIEs of $(1,306,601) and $(1,283,060) at March 31, 2022 and December 31, 2021, respectively)						(5,995,760)						(5,883,961)
Total real estate						18,313,215						18,275,954
Cash and cash equivalents (amounts related to VIEs of $266,593 and $300,937 at March 31, 2022 and December 31, 2021, respectively)						436,271						452,692
Cash held in escrows						46,072						48,466
Investments in securities						36,032						43,632
Tenant and other receivables, net (amounts related to VIEs of $8,414 and $6,824 at March 31, 2022 and December 31, 2021, respectively)						56,132						70,186
Related party note receivable, net						78,544						78,336
Notes receivable, net						9,674						9,641
Accrued rental income, net (amounts related to VIEs of $356,640 and $357,395 at March 31, 2022 and December 31, 2021, respectively)						1,243,395						1,226,745
Deferred charges, net (amounts related to VIEs of $174,063 and $174,637 at March 31, 2022 and December 31, 2021, respectively)						609,205						618,798
Prepaid expenses and other assets (amounts related to VIEs of $39,362 and $29,668 at March 31, 2022 and December 31, 2021, respectively)						128,472						57,811
Investments in unconsolidated joint ventures						1,518,622						1,482,997
Total assets						$	22,475,634					$	22,365,258
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $3,268,745 and $3,267,914 at March 31, 2022 and December 31, 2021, respectively)						$	3,268,745					$	3,267,914
Unsecured senior notes, net						9,486,379						9,483,695
Unsecured line of credit						255,000						145,000
Lease liabilities - finance leases (amounts related to VIEs of $20,420 and $20,458 at March 31, 2022 and December 31, 2021, respectively)						245,554						244,421
Lease liabilities - operating leases						204,677						204,561
Accounts payable and accrued expenses (amounts related to VIEs of $30,804 and $29,464 at March 31, 2022 and December 31, 2021, respectively)						304,576						320,775
Dividends and distributions payable						170,869						169,859
Accrued interest payable						90,861						94,796
Other liabilities (amounts related to VIEs of $128,581 and $150,131 at March 31, 2022 and December 31, 2021, respectively)						396,283						391,441
Total liabilities						14,422,944						14,322,462
Commitments and contingencies (See Note 6)
Redeemable deferred stock units— 85,645 and 83,073 units outstanding at redemption value at March 31, 2022 and December 31, 2021, respectively						11,031						9,568

BOSTON PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for share and par value amounts)
						March 31, 2022						December 31, 2021
Equity:
Stockholders’ equity attributable to Boston Properties, Inc.:
Excess stock, $0.01 par value, 150,000,000 shares authorized, none issued or outstanding						—						—
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued or outstanding						—						—
Common stock, $0.01 par value, 250,000,000 shares authorized, 156,790,614 and 156,623,749 issued and 156,711,714 and 156,544,849 outstanding at March 31, 2022 and December 31, 2021, respectively						1,567						1,565
Additional paid-in capital						6,509,663						6,497,730
Dividends in excess of earnings						(636,421)						(625,891)
Treasury common stock at cost, 78,900 shares at March 31, 2022 and December 31, 2021						(2,722)						(2,722)
Accumulated other comprehensive loss						(28,485)						(36,662)
Total stockholders’ equity attributable to Boston Properties, Inc.						5,843,602						5,834,020
Noncontrolling interests:
Common units of Boston Properties Limited Partnership						649,602						642,655
Property partnerships						1,548,455						1,556,553
Total equity						8,041,659						8,033,228
Total liabilities and equity						$	22,475,634					$	22,365,258

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

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

			Three months ended March 31,
			2022						2021
Revenue
Lease			$	718,120					$	685,817
Parking and other			21,734						16,938
Hotel			4,557						632
Development and management services			5,831						6,803
Direct reimbursements of payroll and related costs from management services contracts			4,065						3,505
Total revenue			754,307						713,695
Expenses
Operating
Rental			270,255						257,389
Hotel			4,840						2,051
General and administrative			43,194						44,959
Payroll and related costs from management services contracts			4,065						3,505
Transaction costs			—						331
Depreciation and amortization			177,624						176,565
Total expenses			499,978						484,800
Other income (expense)
Income from unconsolidated joint ventures			2,189						5,225
Gains on sales of real estate			22,701						—
Interest and other income (loss)			1,228						1,168
Gains (losses) from investments in securities			(2,262)						1,659
Losses from early extinguishment of debt			—						(898)
Interest expense			(101,228)						(107,902)
Net income			176,957						128,147
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships			(17,549)						(16,467)
Noncontrolling interest—common units of the Operating Partnership			(16,361)						(11,084)
Net income attributable to Boston Properties, Inc.			143,047						100,596
Preferred dividends			—						(2,560)
Preferred stock redemption charge			—						(6,412)
Net income attributable to Boston Properties, Inc. common shareholders			$	143,047					$	91,624
Basic earnings per common share attributable to Boston Properties, Inc. common shareholders:
Net income			$	0.91					$	0.59
Weighted average number of common shares outstanding			156,650						155,928
Diluted earnings per common share attributable to Boston Properties, Inc. common shareholders:
Net income			$	0.91					$	0.59
Weighted average number of common and common equivalent shares outstanding			157,004						156,099

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

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited and in thousands)

						Three months ended March 31,
						2022						2021
Net income						$	176,957					$	128,147
Other comprehensive income:
Effective portion of interest rate contracts						7,565						3,740
Amortization of interest rate contracts (1)						1,676						1,676
Other comprehensive income						9,241						5,416
Comprehensive income						186,198						133,563
Net income attributable to noncontrolling interests						(33,910)						(27,551)
Other comprehensive income attributable to noncontrolling interests						(1,064)						(665)
Comprehensive income attributable to Boston Properties, Inc.						$	151,224					$	105,347

---

(1)Amounts reclassified from comprehensive income primarily to interest expense within Boston Properties, Inc.’s Consolidated Statements of Operations.

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

BOSTON PROPERTIES, INC. CONSOLIDATED STATEMENTS OF EQUITY (unaudited and in thousands)
			Common Stock												Preferred Stock						Additional Paid-in Capital						Dividends in Excess of Earnings						Treasury Stock, at cost						Accumulated Other Comprehensive Loss						Noncontrolling Interests - Common Units						Noncontrolling Interests - Property Partnerships						Total
			Shares						Amount
Equity, December 31, 2021			156,545						$	1,565					$	—					$	6,497,730					$	(625,891)					$	(2,722)					$	(36,662)					$	642,655					$	1,556,553					$	8,033,228
Redemption of operating partnership units to common stock			141						2						—						5,026						—						—						—						(5,028)						—						—
Allocated net income for the period			—						—						—						—						143,047						—						—						16,361						17,549						176,957
Dividends/distributions declared			—						—						—						—						(153,577)						—						—						(17,920)						—						(171,497)
Shares issued pursuant to stock purchase plan			5						—						—						600						—						—						—						—						—						600
Net activity from stock option and incentive plan			21						—						—						(133)						—						—						—						19,054						—						18,921
Contributions from noncontrolling interests in property partnerships			—						—						—						—						—						—						—						—						849						849
Distributions to noncontrolling interests in property partnerships			—						—						—						—						—						—						—						—						(26,640)						(26,640)
Effective portion of interest rate contracts			—						—						—						—						—						—						6,800						765						—						7,565
Amortization of interest rate contracts			—						—						—						—						—						—						1,377						155						144						1,676
Reallocation of noncontrolling interest			—						—						—						6,440						—						—						—						(6,440)						—						—
Equity, March 31, 2022			156,712						$	1,567					$	—					$	6,509,663					$	(636,421)					$	(2,722)					$	(28,485)					$	649,602					$	1,548,455					$	8,041,659
Equity, December 31, 2020			155,719						$	1,557					$	200,000					$	6,356,791					$	(509,653)					$	(2,722)					$	(49,890)					$	616,596					$	1,726,933					8,339,612
Redemption of operating partnership units to common stock			118						1						—						4,197						—						—						—						(4,198)						—						—
Allocated net income for the period			—						—						—						—						100,596						—						—						11,084						16,467						128,147
Dividends/distributions declared			—						—						—						—						(155,513)						—						—						(17,287)						—						(172,800)
Shares issued pursuant to stock purchase plan			5						—						—						484						—						—						—						—						—						484
Net activity from stock option and incentive plan			232						3						—						20,002						—						—						—						18,462						—						38,467
Preferred stock redemption			—						—						(200,000)						6,377						—						—						—						—						—						(193,623)
Preferred stock redemption charge			—						—						—						—						(6,412)						—						—						—						—						(6,412)
Contributions from noncontrolling interests in property partnerships			—						—						—						—						—						—						—						—						281						281
Distributions to noncontrolling interests in property partnerships			—						—						—						—						—						—						—						—						(18,225)						(18,225)
Effective portion of interest rate contracts			—						—						—						—						—						—						3,370						370						—						3,740
Amortization of interest rate contracts			—						—						—						—						—						—						1,381						151						144						1,676
Reallocation of noncontrolling interest			—						—						—						5,072						—						—						—						(5,072)						—						—
Equity, March 31, 2021			156,074						$	1,561					$	—					$	6,392,923					$	(570,982)					$	(2,722)					$	(45,139)					$	620,106					$	1,725,600					$	8,121,347

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

BOSTON PROPERTIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
			Three months ended March 31,
			2022						2021
Cash flows from operating activities:
Net income			$	176,957					$	128,147
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			177,624						176,565
Amortization of right of use assets - operating leases			529						2,263
Non-cash compensation expense			21,235						20,090
Income from unconsolidated joint ventures			(2,189)						(5,225)
Distributions of net cash flow from operations of unconsolidated joint ventures			6,385						3,972
Losses (gains) from investments in securities			2,262						(1,659)
Allowance for current expected credit losses			(234)						(128)
Non-cash portion of interest expense			5,960						5,984
Settlement of accreted debt discount on redemption of unsecured senior notes			—						(6,290)
Losses from early extinguishments of debt			—						898
Gains on sales of real estate			(22,701)						—
Change in assets and liabilities:
Tenant and other receivables, net			17,635						26,020
Notes receivable, net			(8)						(140)
Accrued rental income, net			(29,567)						(9,413)
Prepaid expenses and other assets			(71,731)						(96,351)
Lease liabilities - operating leases			116						(1,330)
Accounts payable and accrued expenses			(31,800)						(21,578)
Accrued interest payable			(3,933)						(28,970)
Other liabilities			(12,146)						(24,177)
Tenant leasing costs			(14,904)						(16,615)
Total adjustments			42,533						23,916
Net cash provided by operating activities			219,490						152,063
Cash flows from investing activities:
Acquisitions of real estate			(3,580)						—
Construction in progress			(100,313)						(119,496)
Building and other capital improvements			(26,811)						(32,717)
Tenant improvements			(55,168)						(93,201)
Proceeds from sales of real estate			35,397						—
Capital contributions to unconsolidated joint ventures			(26,293)						(16,684)
Capital distributions from unconsolidated joint ventures			20,095						122
Proceeds from sale of investment in unconsolidated joint venture			—						17,589
Investments in securities, net			5,338						2,114
Net cash used in investing activities			(151,335)						(242,273)
Cash flows from financing activities:
Repayments of mortgage notes payable			—						(5,374)
Proceeds from unsecured senior notes			—						846,345

BOSTON PROPERTIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
			Three months ended March 31,
			2022						2021
Redemption of unsecured senior notes			—						(843,710)
Borrowings on unsecured line of credit			190,000						—
Repayments of unsecured line of credit			(80,000)						—
Repayment of unsecured term loan			—						(500,000)
Payments on finance lease obligations			—						—
Deferred financing costs			(359)						(7,145)
Debt prepayment and extinguishment costs			—						(185)
Net proceeds from equity transactions			(332)						19,643
Dividends and distributions			(170,488)						(171,566)
Contributions from noncontrolling interests in property partnerships			849						281
Distributions to noncontrolling interests in property partnerships			(26,640)						(18,225)
Net cash used in financing activities			(86,970)						(679,936)
Net decrease in cash and cash equivalents and cash held in escrows			(18,815)						(770,146)
Cash and cash equivalents and cash held in escrows, beginning of period			501,158						1,719,329
Cash and cash equivalents and cash held in escrows, end of period			$	482,343					$	949,183
Reconciliation of cash and cash equivalents and cash held in escrows:
Cash and cash equivalents, beginning of period			$	452,692					$	1,668,742
Cash held in escrows, beginning of period			48,466						50,587
Cash and cash equivalents and cash held in escrows, beginning of period			$	501,158					$	1,719,329
Cash and cash equivalents, end of period			$	436,271					$	697,369
Cash held in escrows, end of period			46,072						251,814
Cash and cash equivalents and cash held in escrows, end of period			$	482,343					$	949,183
Supplemental disclosures:
Cash paid for interest			$	111,904					$	146,781
Interest capitalized			$	13,740					$	12,032
Non-cash investing and financing activities:
Write-off of fully depreciated real estate			$	(34,946)					$	(25,161)
Change in real estate included in accounts payable and accrued expenses			$	16,907					$	(42,778)
Preferred stock redemption liability			$	—					$	200,000
Deferred distributions from sale of investment in unconsolidated joint ventures			$	—					$	5,808
Deferred proceeds from sale of investment in unconsolidated joint ventures			$	—					$	200
Dividends and distributions declared but not paid			$	170,869					$	171,003
Conversions of noncontrolling interests to stockholders’ equity			$	5,028					$	4,198
Issuance of restricted securities to employees and non-employee directors			$	46,082					$	41,255

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

BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for unit amounts)
						March 31, 2022						December 31, 2021
ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $6,717,227 and $6,702,830 at March 31, 2022 and December 31, 2021, respectively)						$	23,529,828					$	23,379,243
Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at March 31, 2022 and December 31, 2021, respectively)						237,501						237,507
Right of use assets - operating leases						169,248						169,778
Less: accumulated depreciation (amounts related to VIEs of $(1,306,601) and $(1,283,060) at March 31, 2022 and December 31, 2021, respectively)						(5,882,385)						(5,772,018)
Total real estate						18,054,192						18,014,510
Cash and cash equivalents (amounts related to VIEs of $266,593 and $300,937 at March 31, 2022 and December 31, 2021, respectively)						436,271						452,692
Cash held in escrows						46,072						48,466
Investments in securities						36,032						43,632
Tenant and other receivables, net (amounts related to VIEs of $8,414 and $6,824 at March 31, 2022 and December 31, 2021, respectively)						56,132						70,186
Related party note receivable, net						78,544						78,336
Notes receivable, net						9,674						9,641
Accrued rental income, net (amounts related to VIEs of $356,640 and $357,395 at March 31, 2022 and December 31, 2021, respectively)						1,243,395						1,226,745
Deferred charges, net (amounts related to VIEs of $174,063 and $174,637 at March 31, 2022 and December 31, 2021, respectively)						609,205						618,798
Prepaid expenses and other assets (amounts related to VIEs of $39,362 and $29,668 at March 31, 2022 and December 31, 2021, respectively)						128,472						57,811
Investments in unconsolidated joint ventures						1,518,622						1,482,997
Total assets						$	22,216,611					$	22,103,814
LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $3,268,745 and $3,267,914 at March 31, 2022 and December 31, 2021, respectively)						$	3,268,745					$	3,267,914
Unsecured senior notes, net						9,486,379						9,483,695
Unsecured line of credit						255,000						145,000
Lease liabilities - finance leases (amounts related to VIEs of $20,420 and $20,458 at March 31, 2022 and December 31, 2021, respectively)						245,554						244,421
Lease liabilities - operating leases						204,677						204,561
Accounts payable and accrued expenses (amounts related to VIEs of $30,804 and $29,464 at March 31, 2022 and December 31, 2021, respectively)						304,576						320,775
Dividends and distributions payable						170,869						169,859
Accrued interest payable						90,861						94,796
Other liabilities (amounts related to VIEs of $128,581 and $150,131 at March 31, 2022 and December 31, 2021, respectively)						396,283						391,441
Total liabilities						14,422,944						14,322,462
Commitments and contingencies (See Note 6)
Redeemable deferred stock units— 85,645 and 83,073 units outstanding at redemption value at March 31, 2022 and December 31, 2021, respectively						11,031						9,568
Noncontrolling interests:
Redeemable partnership units— 16,550,441 and 16,561,186 common units and 1,678,082 and 1,485,376 long term incentive units outstanding at redemption value at March 31, 2022 and December 31, 2021, respectively						2,347,834						2,078,603

BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for unit amounts)
						March 31, 2022						December 31, 2021
Capital:
Boston Properties Limited Partnership partners’ capital— 1,749,402 and 1,745,914 general partner units and 154,962,312 and 154,798,935 limited partner units outstanding at March 31, 2022 and December 31, 2021, respectively						3,914,832						4,173,290
Accumulated other comprehensive loss						(28,485)						(36,662)
Total partners’ capital						3,886,347						4,136,628
Noncontrolling interests in property partnerships						1,548,455						1,556,553
Total capital						5,434,802						5,693,181
Total liabilities and capital						$	22,216,611					$	22,103,814

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

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

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

			Three months ended March 31,
			2022						2021
Revenue
Lease			$	718,120					$	685,817
Parking and other			21,734						16,938
Hotel			4,557						632
Development and management services			5,831						6,803
Direct reimbursements of payroll and related costs from management services contracts			4,065						3,505
Total revenue			754,307						713,695
Expenses
Operating
Rental			270,255						257,389
Hotel			4,840						2,051
General and administrative			43,194						44,959
Payroll and related costs from management services contracts			4,065						3,505
Transaction costs			—						331
Depreciation and amortization			175,886						173,500
Total expenses			498,240						481,735
Other income (expense)
Income from unconsolidated joint ventures			2,189						5,225
Gains on sales of real estate			23,384						—
Interest and other income (loss)			1,228						1,168
Gains (losses) from investments in securities			(2,262)						1,659
Losses from early extinguishment of debt			—						(898)
Interest expense			(101,228)						(107,902)
Net income			179,378						131,212
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships			(17,549)						(16,467)
Net income attributable to Boston Properties Limited Partnership			161,829						114,745
Preferred distributions			—						(2,560)
Preferred unit redemption charge			—						(6,412)
Net income attributable to Boston Properties Limited Partnership common unitholders			$	161,829					$	105,773
Basic earnings per common unit attributable to Boston Properties Limited Partnership
Net income			$	0.93					$	0.61
Weighted average number of common units outstanding			174,276						173,018
Diluted earnings per common unit attributable to Boston Properties Limited Partnership
Net income			$	0.93					$	0.61
Weighted average number of common and common equivalent units outstanding			174,630						173,189

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

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited and in thousands)

						Three months ended March 31,
						2022						2021
Net income						$	179,378					$	131,212
Other comprehensive income:
Effective portion of interest rate contracts						7,565						3,740
Amortization of interest rate contracts (1)						1,676						1,676
Other comprehensive income						9,241						5,416
Comprehensive income						188,619						136,628
Comprehensive income attributable to noncontrolling interests						(17,693)						(16,611)
Comprehensive income attributable to Boston Properties Limited Partnership						$	170,926					$	120,017

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(1)Amounts reclassified from comprehensive income primarily to interest expense within Boston Properties Limited Partnership’s Consolidated Statements of Operations.

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

BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS (unaudited and in thousands)
			Units												Capital
			General Partner						Limited Partner						Partners’ Capital (General and Limited Partners)						Preferred Units						Accumulated Other Comprehensive Loss						Noncontrolling Interests - Property Partnerships						Total Capital						Noncontrolling Interests - Redeemable Partnership Units
Equity, December 31, 2021			1,746						154,799						$	4,173,290					$	—					$	(36,662)					$	1,556,553					$	5,693,181					$	2,078,603
Net activity from contributions and unearned compensation			—						25						467						—						—						—						467						19,054
Allocated net income for the period			—						—						145,468						—						—						17,549						163,017						16,361
Distributions			—						—						(153,577)						—						—						—						(153,577)						(17,920)
Conversion of redeemable partnership units			3						138						5,028						—						—						—						5,028						(5,028)
Adjustment to reflect redeemable partnership units at redemption value			—						—						(255,844)						—						—						—						(255,844)						255,844
Effective portion of interest rate contracts			—						—						—						—						6,800						—						6,800						765
Amortization of interest rate contracts			—						—						—						—						1,377						144						1,521						155
Contributions from noncontrolling interests in property partnerships			—						—						—						—						—						849						849						—
Distributions to noncontrolling interests in property partnerships			—						—						—						—						—						(26,640)						(26,640)						—
Equity, March 31, 2022			1,749						154,962						$	3,914,832					$	—					$	(28,485)					$	1,548,455					$	5,434,802					$	2,347,834
Equity, December 31, 2020			1,731						153,988						$	4,554,639					$	193,623					$	(49,890)					$	1,726,933					$	6,425,305					$	1,643,024
Net activity from contributions and unearned compensation			4						233						20,489						—						—						—						20,489						18,462
Allocated net income for the period			—						—						101,101						2,560						—						16,467						120,128						11,084
Distributions			—						—						(152,953)						(2,560)						—						—						(155,513)						(17,287)
Preferred unit redemption			—						—						—						(193,623)						—						—						(193,623)						—
Preferred unit redemption charge			—						—						(6,412)						—						—						—						(6,412)						—
Conversion of redeemable partnership units			2						117						4,198						—						—						—						4,198						(4,198)
Adjustment to reflect redeemable partnership units at redemption value			—						—						(128,438)						—						—						—						(128,438)						128,438
Effective portion of interest rate contracts			—						—						—						—						3,370						—						3,370						370
Amortization of interest rate contracts			—						—						—						—						1,381						144						1,525						151
Contributions from noncontrolling interests in property partnerships			—						—						—						—						—						281						281						—
Distributions to noncontrolling interests in property partnerships			—						—						—						—						—						(18,225)						(18,225)						—
Equity, March 31, 2021			1,737						154,338						$	4,392,624					$	—					$	(45,139)					$	1,725,600					$	6,073,085					$	1,780,044

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

BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
			Three months ended March 31,
			2022						2021
Cash flows from operating activities:
Net income			$	179,378					$	131,212
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			175,886						173,500
Amortization of right of use assets - operating leases			529						2,263
Non-cash compensation expense			21,235						20,090
Income from unconsolidated joint ventures			(2,189)						(5,225)
Distributions of net cash flow from operations of unconsolidated joint ventures			6,385						3,972
Losses (gains) from investments in securities			2,262						(1,659)
Allowance for current expected credit losses			(234)						(128)
Non-cash portion of interest expense			5,960						5,984
Settlement of accreted debt discount on redemption of unsecured senior notes			—						(6,290)
Losses from early extinguishments of debt			—						898
Gains on sales of real estate			(23,384)						—
Change in assets and liabilities:
Tenant and other receivables, net			17,635						26,020
Notes receivable, net			(8)						(140)
Accrued rental income, net			(29,567)						(9,413)
Prepaid expenses and other assets			(71,731)						(96,351)
Lease liabilities - operating leases			116						(1,330)
Accounts payable and accrued expenses			(31,800)						(21,578)
Accrued interest payable			(3,933)						(28,970)
Other liabilities			(12,146)						(24,177)
Tenant leasing costs			(14,904)						(16,615)
Total adjustments			40,112						20,851
Net cash provided by operating activities			219,490						152,063
Cash flows from investing activities:
Acquisitions of real estate			(3,580)						—
Construction in progress			(100,313)						(119,496)
Building and other capital improvements			(26,811)						(32,717)
Tenant improvements			(55,168)						(93,201)
Proceeds from sales of real estate			35,397						—
Capital contributions to unconsolidated joint ventures			(26,293)						(16,684)
Capital distributions from unconsolidated joint ventures			20,095						122
Proceeds from sale of investment in unconsolidated joint venture			—						17,589
Investments in securities, net			5,338						2,114
Net cash used in investing activities			(151,335)						(242,273)
Cash flows from financing activities:
Repayments of mortgage notes payable			—						(5,374)
Proceeds from unsecured senior notes			—						846,345
Redemption of unsecured senior notes			—						(843,710)
Borrowings on unsecured line of credit			190,000						—
Repayments of unsecured line of credit			(80,000)						—
Repayment of unsecured term loan			—						(500,000)

BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
			Three months ended March 31,
			2022						2021
Payments on finance lease obligations			—						—
Deferred financing costs			(359)						(7,145)
Debt prepayment and extinguishment costs			—						(185)
Net proceeds from equity transactions			(332)						19,643
Distributions			(170,488)						(171,566)
Contributions from noncontrolling interests in property partnerships			849						281
Distributions to noncontrolling interests in property partnerships			(26,640)						(18,225)
Net cash used in financing activities			(86,970)						(679,936)
Net decrease in cash and cash equivalents and cash held in escrows			(18,815)						(770,146)
Cash and cash equivalents and cash held in escrows, beginning of period			501,158						1,719,329
Cash and cash equivalents and cash held in escrows, end of period			$	482,343					$	949,183
Reconciliation of cash and cash equivalents and cash held in escrows:
Cash and cash equivalents, beginning of period			$	452,692					$	1,668,742
Cash held in escrows, beginning of period			48,466						50,587
Cash and cash equivalents and cash held in escrows, beginning of period			$	501,158					$	1,719,329
Cash and cash equivalents, end of period			$	436,271					$	697,369
Cash held in escrows, end of period			46,072						251,814
Cash and cash equivalents and cash held in escrows, end of period			$	482,343					$	949,183
Supplemental disclosures:
Cash paid for interest			$	111,904					$	146,781
Interest capitalized			$	13,740					$	12,032
Non-cash investing and financing activities:
Write-off of fully depreciated real estate			$	(34,946)					$	(23,847)
Change in real estate included in accounts payable and accrued expenses			$	16,907					$	(42,778)
Preferred stock redemption liability			$	—					$	200,000
Deferred distributions from sale of investment in unconsolidated joint venture			$	—					$	5,808
Deferred proceeds from sale of investment in unconsolidated joint venture			$	—					$	200
Distributions declared but not paid			$	170,869					$	171,003
Conversions of redeemable partnership units to partners’ capital			$	5,028					$	4,198
Issuance of restricted securities to employees and non-employee directors			$	46,082					$	41,255

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

BOSTON PROPERTIES, INC. AND BOSTON PROPERTIES LIMITED PARTNERSHIP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Organization

BXP is a fully integrated, self-administered and self-managed REIT. BXP is the sole general partner of BPLP, its operating partnership, and at March 31, 2022 owned an approximate 89.6% (89.7% at December 31, 2021) general and limited partnership interest in BPLP. Unless stated otherwise or the context requires, the “Company” refers to BXP and its subsidiaries, including BPLP and its consolidated subsidiaries. Partnership interests in BPLP include:

• common units of partnership interest (also referred to as “OP Units”) and

• long term incentive units of partnership interest (also referred to as “LTIP Units”).

Unless specifically noted otherwise, all references to OP Units exclude units held by BXP. A holder of an OP Unit may present the OP Unit to BPLP for redemption at any time (subject to restrictions agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, BPLP is obligated to redeem the OP Unit for cash equal to the value of a share of common stock of BXP (“Common Stock”). In lieu of such cash redemption, BXP may elect to acquire the OP Unit for one share of Common Stock. Because the number of shares of Common Stock outstanding at all times equals the number of OP Units that BXP owns, one share of Common Stock is generally the economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the quarterly dividend that may be paid to the holder of a share of Common Stock.

The Company uses LTIP Units as a form of time-based, restricted equity compensation and as a form of performance-based equity compensation for employees, and has previously granted LTIP Units in the form of (1) 2012 outperformance plan awards (“2012 OPP Units”) and (2) 2013 - 2022 multi-year, long-term incentive program awards (also referred to as “MYLTIP Units”), each of which, upon the satisfaction of certain performance and vesting conditions, is convertible into one OP Unit. The three-year measurement periods for the 2012 OPP Units and the 2013 - 2019 MYLTIP Units have ended and BXP’s total stockholder return (“TSR”) was sufficient for employees to earn and therefore become eligible to vest in a portion of the awards. Unless and until they are earned, the rights, preferences and privileges of the 2020 - 2022 MYLTIP Units differ from other LTIP Units granted to employees (including the 2012 OPP Units and the 2013 - 2019 MYLTIP Units, which have been earned). Therefore, unless specifically noted otherwise, all references to LTIP Units exclude the 2020 - 2022 MYLTIP Units. LTIP Units (including the earned 2012 OPP Units and the earned 2013 - 2019 MYLTIP Units), whether vested or not, will receive the same quarterly per unit distributions as OP Units, which equal per share dividends on Common Stock (See Notes 7 and 11).

Properties

At March 31, 2022, the Company owned or had joint venture interests in a portfolio of 201 commercial real estate properties (the “Properties”) aggregating approximately 53.1 million net rentable square feet of primarily Class A office properties, including 11 properties under construction/redevelopment totaling approximately 4.1 million net rentable square feet. At March 31, 2022, the Properties consisted of:

• 182 office properties (including 11 properties under construction/redevelopment);

• 12 retail properties;

• six residential properties; and

• one hotel.

The Company considers Class A office properties to be well-located buildings that are modern structures or have been modernized to compete with newer buildings and professionally managed and maintained. As such, these properties attract high-quality tenants and command upper-tier rental rates.

2. Basis of Presentation and Summary of Significant Accounting Policies

BXP does not have any other significant assets, liabilities or operations, other than its investment in BPLP, nor does it have employees of its own. BPLP, not BXP, generally executes all significant business relationships other than transactions involving securities of BXP. All majority-owned subsidiaries and joint ventures over which the Company has financial and operating control and variable interest entities (“VIEs”) in which the Company has determined it is the primary beneficiary are included in the consolidated financial statements. All significant

intercompany balances and transactions have been eliminated in consolidation. The Company accounts for all other unconsolidated joint ventures using the equity method of accounting. Accordingly, the Company’s share of the earnings of these joint ventures and companies is included in consolidated net income.

The accompanying interim financial statements are unaudited; however, the financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair statement of the financial statements for these interim periods have been included. The results of operations for the interim periods are not necessarily indicative of the results to be obtained for other interim periods or for the full fiscal year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosure required by GAAP. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto contained in the Company’s Annual Report in the Company’s Form 10-K for its fiscal year ended December 31, 2021.

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

Variable Interest Entities (VIEs)

Consolidated VIEs are those for which the Company is considered to be the primary beneficiary of a VIE. The primary beneficiary is the entity that has a controlling financial interest in the VIE, which is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance and (2) the obligation to absorb losses or the right to receive the returns from the VIE that could potentially be significant to the VIE. The Company has determined that it is the primary beneficiary for six of the seven entities that are VIEs.

Consolidated Variable Interest Entities

As of March 31, 2022, BXP has identified six consolidated VIEs, including BPLP. Excluding BPLP, the VIEs consisted of the following five in-service properties: 767 Fifth Avenue (the General Motors Building), Times Square Tower, 601 Lexington Avenue, Atlantic Wharf Office Building and 100 Federal Street.

The Company consolidates these VIEs because it is the primary beneficiary. The third parties’ interests in these consolidated entities (excluding BPLP’s interest) are reflected as noncontrolling interests in property partnerships in the accompanying consolidated financial statements (See Note 7).

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

Variable Interest Entities Not Consolidated

The Company has determined that the Platform 16 Holdings LP joint venture is a VIE. The Company does not consolidate this entity as the Company does not have the power to direct the activities that, when taken together, most significantly impact the VIE’s performance and, therefore, the Company is not considered to be the primary beneficiary.

Fair Value of Financial Instruments

The Company follows the authoritative guidance for fair value measurements when valuing its financial instruments for disclosure purposes. The table below presents the financial instruments that are being valued for disclosure purposes as well as the Level at which they are categorized (as defined in Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”)).

Financial Instrument			Level
Unsecured senior notes (1)			Level 1
Related party note receivable			Level 3
Notes receivable			Level 3
Mortgage notes payable			Level 3
Unsecured line of credit			Level 3

---

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

Because the Company’s valuations of its financial instruments are based on the above Levels and involve the use of estimates, the actual fair values of its financial instruments may differ materially from those estimates.

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

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

			March 31, 2022												December 31, 2021
			Carrying Amount						Estimated Fair Value						Carrying Amount						Estimated Fair Value
Related party note receivable, net			$	78,544					$	82,059					$	78,336					$	82,867
Notes receivable, net			9,674						10,000						9,641						10,000
Total			$	88,218					$	92,059					$	87,977					$	92,867
Mortgage notes payable, net			$	3,268,745					$	3,178,851					$	3,267,914					$	3,395,569
Unsecured senior notes, net			9,486,379						9,302,108						9,483,695						9,966,591
Unsecured line of credit			255,000						255,000						145,000						145,317
Total			$	13,010,124					$	12,735,959					$	12,896,609					$	13,507,477

3. Real Estate

BXP

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

						March 31, 2022						December 31, 2021
Land						$	5,059,311					$	5,061,169
Right of use assets - finance leases						237,501						237,507
Right of use assets - operating leases						169,248						169,778
Land held for future development (1)						582,511						560,355
Buildings and improvements						14,410,242						14,291,214
Tenant improvements						2,951,838						2,894,025
Furniture, fixtures and equipment						51,549						51,695
Construction in progress						846,775						894,172
Total						24,308,975						24,159,915
Less: Accumulated depreciation						(5,995,760)						(5,883,961)
						$	18,313,215					$	18,275,954

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(1)Includes pre-development costs.

BPLP

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

						March 31, 2022						December 31, 2021
Land						$	4,963,374					$	4,964,986
Right of use assets - finance leases						237,501						237,507
Right of use assets - operating leases						169,248						169,778
Land held for future development (1)						582,511						560,355
Buildings and improvements						14,133,781						14,014,010
Tenant improvements						2,951,838						2,894,025
Furniture, fixtures and equipment						51,549						51,695
Construction in progress						846,775						894,172
Total						23,936,577						23,786,528
Less: Accumulated depreciation						(5,882,385)						(5,772,018)
						$	18,054,192					$	18,014,510

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(1)Includes pre-development costs.

Pending Acquisition

On April 19, 2021, the Company entered into an agreement to acquire 11251 Roger Bacon Drive, in Reston, Virginia, for an aggregate purchase price of approximately $5.6 million. 11251 Roger Bacon Drive is an approximately 65,000 square foot office building situated on approximately 2.6 acres. The property is 100% leased to a single tenant with a lease that expires concurrently with the planned closing (See Note 12).

Disposition

On March 31, 2022, the Company completed the sale of 195 West Street located in Waltham, Massachusetts for a gross sale price of $37.7 million. Net cash proceeds totaled approximately $35.4 million, resulting in a gain on sale of real estate totaling approximately $22.7 million for BXP and approximately $23.4 million for BPLP. 195 West Street is an approximately 63,500 net rentable square foot Class A office property. 195 West Street contributed approximately $0.4 million of net income to the Company for the three months ended March 31, 2022 and contributed approximately $0.2 million of net loss to the Company for the three months ended March 31, 2021.

4. Leases

The Company must make estimates as to the collectability of its accrued rent and accounts receivable balances related to lease revenue. When evaluating the collectability of tenants’ accrued rent and accounts receivable balances, management considers tenant creditworthiness, current economic trends, including the impact of COVID-19 on tenants’ businesses, and changes in tenants’ payment patterns, on a lease-by-lease basis. There were no new write-offs related to accrued rent, net balances and accounts receivable, net balances for the three months ended March 31, 2022. However, during the three months ended March 31, 2022, the Company determined it was probable of collecting substantially all of certain tenants’ accrued rent and account receivable balances and, therefore, ceased recognizing revenue from such tenants on a cash basis. As a result of returning these tenants to accrual basis accounting, the Company reinstated approximately $1.0 million of accrued rent balances. During the three months ended March 31, 2021, the Company wrote off approximately $0.4 million related to accrued rent, net balances and accounts receivable, net balances. The write-offs were for tenants, primarily in the retail sector, that either terminated their leases or for which the Company determined their accrued rent and/or accounts receivable balances were no longer probable of collection. For information related to write-offs of accrued rent, net balances and accounts receivable, net balances and reinstatements of accrued rent balances for the Company’s unconsolidated joint ventures, see Note 5.

Lessor

The following table summarizes the components of lease revenue recognized during the three months ended March 31, 2022 and 2021 included within the Company's Consolidated Statements of Operations (in thousands):

						Three months ended March 31,
Lease Revenue						2022						2021
Fixed contractual payments						$	599,607					$	575,353
Variable lease payments						118,513						110,464
						$	718,120					$	685,817

5. Investments in Unconsolidated Joint Ventures

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

																		Carrying Value of Investment (1)
Entity						Properties						Nominal % Ownership						March 31, 2022						December 31, 2021
																		(in thousands)
Square 407 Limited Partnership						Market Square North						50.00		%				$	(5,514)					$	(1,205)
BP/CRF Metropolitan Square LLC						Metropolitan Square						20.00		%				(36,485)						(15,356)
901 New York, LLC						901 New York Avenue						25.00		%	(2)			(12,596)						(12,597)
WP Project Developer LLC						Wisconsin Place Land and Infrastructure						33.33		%	(3)			33,351						33,732
500 North Capitol Venture LLC						500 North Capitol Street, NW						30.00		%				(8,477)						(7,913)
501 K Street LLC						1001 6th Street						50.00		%	(4)			42,777						42,576
Podium Developer LLC						The Hub on Causeway - Podium						50.00		%				49,741						48,980
Residential Tower Developer LLC						Hub50House						50.00		%				47,977						47,774
Hotel Tower Developer LLC						The Hub on Causeway - Hotel Air Rights						50.00		%				11,801						11,505
Office Tower Developer LLC						100 Causeway Street						50.00		%				58,908						57,687
1265 Main Office JV LLC						1265 Main Street						50.00		%				3,256						3,541
BNY Tower Holdings LLC						Dock 72						50.00		%				25,856						27,343
BNYTA Amenity Operator LLC						Dock 72						50.00		%				996						1,069
CA-Colorado Center Limited Partnership						Colorado Center						50.00		%				232,384						231,479
7750 Wisconsin Avenue LLC						7750 Wisconsin Avenue						50.00		%				63,944						61,626
BP-M 3HB Venture LLC						3 Hudson Boulevard						25.00		%				116,059						116,306
SMBP Venture LP						Santa Monica Business Park						55.00		%				162,987						156,639
Platform 16 Holdings LP						Platform 16						55.00		%	(5)			117,806						109,086
Gateway Portfolio Holdings LLC						Gateway Commons						50.00		%				342,021						327,148
Rosecrans-Sepulveda Partners 4, LLC						Beach Cities Media Campus						50.00		%				27,078						27,106
Safeco Plaza REIT LLC						Safeco Plaza						33.67		%	(6)			72,362						72,545
360 PAS Holdco LLC						360 Park Avenue South						42.21		%	(7)			109,318						106,855
																		$	1,455,550					$	1,445,926

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(1)Investments with deficit balances aggregating approximately $63.1 million and $37.1 million at March 31, 2022 and December 31, 2021, respectively, are included within Other Liabilities in the Company’s Consolidated Balance Sheets.

(2)The Company’s economic ownership has increased based on the achievement of certain return thresholds. At March 31, 2022 and December 31, 2021, the Company’s economic ownership was approximately 50%.

(3)The Company’s wholly-owned subsidiary that owns Wisconsin Place Office also owns a 33.33% interest in the joint venture entity that owns the land, parking garage and infrastructure of the project.

(4)Under the joint venture agreement for this land parcel, the partner will be entitled to up to two additional payments from the venture based on increases in total entitled square footage of the project in excess of 520,000 square feet and achieving certain project returns at stabilization.

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

(6)The Company’s ownership includes (1) a 33.0% direct interest in the joint venture, and (2) an additional 1% interest in each of the two entities (each, a “Safeco Partner Entity”) through which each partner owns its interest in the joint venture.

(7)The Company’s ownership includes (1) a 35.79% direct interest in the joint venture, (2) an additional 5.837% indirect ownership in the joint venture, and (3) an additional 1% interest in each of the two entities (each, a “360 Park Avenue South Partner Entity”) through which each partner owns its interest in the joint venture.

Certain of the Company’s unconsolidated joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint ventures. Under certain of the Company’s joint venture agreements, if certain return thresholds are achieved, the partners or the Company will be entitled to an additional promoted interest or payments.

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

			March 31, 2022						December 31, 2021
			(in thousands)
ASSETS
Real estate and development in process, net (1)			$	5,649,181					$	5,579,218
Other assets			628,608						586,470
Total assets			$	6,277,789					$	6,165,688
LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY
Mortgage and notes payable, net			$	3,370,649					$	3,214,961
Other liabilities (2)			644,127						652,135
Members’/Partners’ equity			2,263,013						2,298,592
Total liabilities and members’/partners’ equity			$	6,277,789					$	6,165,688
Company’s share of equity			$	1,112,465					$	1,104,175
Basis differentials (3)			343,085						341,751
Carrying value of the Company’s investments in unconsolidated joint ventures (4)			$	1,455,550					$	1,445,926

---

(1)At March 31, 2022 and December 31, 2021, this amount included right of use assets - finance leases totaling approximately $248.9 million. At March 31, 2022 and December 31, 2021, this amount included right of use assets - operating leases totaling approximately $22.0 million and $22.3 million, respectively.

(2)At March 31, 2022 and December 31, 2021, this amount included lease liabilities - finance leases totaling approximately $384.7 million and $385.5 million, respectively. At March 31, 2022 and December 31, 2021, this amount included lease liabilities - operating leases totaling approximately $30.4 million.

(3)This amount represents the aggregate difference between the Company’s historical cost basis and the basis reflected at the joint venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials result from impairments of investments, acquisitions through joint ventures with no change in control and upon the transfer of assets that were previously owned by the Company into a joint venture. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the joint venture level. The majority of the Company’s basis differences are as follows:

			March 31, 2022						December 31, 2021
Property			(in thousands)
Colorado Center			$	304,045					$	304,776
Gateway Commons			51,530						51,009
Dock 72			(49,600)						(50,051)

These basis differentials (excluding land) will be amortized over the remaining lives of the related assets and liabilities.

(4)Investments with deficit balances aggregating approximately $63.1 million and $37.1 million at March 31, 2022 and December 31, 2021, respectively, are reflected within Other Liabilities in the Company’s Consolidated Balance Sheets.

The combined summarized statements of operations of the Company’s unconsolidated joint ventures are as follows:

			Three months ended March 31,
			2022						2021
			(in thousands)
Total revenue (1)			$	124,491					$	87,266
Expenses
Operating			45,641						37,134
Transaction costs			—						7
Depreciation and amortization			44,664						34,103
Total expenses			90,305						71,244
Other income (expense)
Loss from early extinguishment of debt			(1,327)						—
Interest expense			(30,373)						(25,556)
Net income (loss)			$	2,486					$	(9,534)
Company’s share of net income (loss)			$	3,394					$	(3,640)
Gain on sale of investment (2)			—						10,257
Basis differential (3)			(1,205)						(1,392)
Income from unconsolidated joint ventures			$	2,189					$	5,225

---

(1)Includes straight-line rent adjustments of approximately $27.5 million and $1.1 million for the three months ended March 31, 2022 and 2021, respectively. For the three months ended March 31, 2022, reinstatement of accrued rent balances totaled approximately $2.5 million. For the three months ended March 31, 2021, write-offs of accounts receivable and accrued rent balances totaled approximately $0.3 million.

(2)During the three months ended March 31, 2021, the Company completed the sale of its 50% ownership interest in Annapolis Junction NFM LLC. The Company recognized a gain on sale of investment of approximately $10.3 million.

(3)Includes straight-line rent adjustments of approximately $0.1 million and $0.5 million for the three months ended March 31, 2022 and 2021, respectively. Also includes net above-/below-market rent adjustments of approximately $0.1 million and $0.1 million for the three months ended March 31, 2022 and 2021, respectively.

On January 18, 2022, a joint venture in which the Company has a 50% interest commenced the redevelopment of 651 Gateway located in South San Francisco, California. 651 Gateway is an office building that will be converted to approximately 327,000 net rentable square feet of life sciences space.

On February 2, 2022, a joint venture in which the Company has a 55% interest commenced the development of the first phase of Platform 16, a Class A office project located in San Jose, California, that is expected to contain approximately 1.1 million net rentable square feet upon completion. The first phase of the development project will include the construction of an approximately 390,000 net rentable square foot Class A creative office building and a below-grade parking garage.

On March 28, 2022, a joint venture in which the Company has a 20% interest refinanced with a new lender the secured debt collateralized by its Metropolitan Square property located in Washington, DC. At the time of the refinancing, the loan had an outstanding balance of approximately $294.1 million, bore interest at a variable rate equal to (1) the greater of (x) LIBOR or (y) 0.65%, plus (2) 4.75% per annum and was scheduled to mature on July 7, 2022, with two, one-year extension options, subject to certain conditions. In conjunction with the refinancing, the joint venture settled its interest rate cap agreement, entered into in 2020, to limit its exposure to increases in the LIBOR rate. There was no prepayment penalty associated with the prepayment of the previous mortgage loan. The joint venture recognized a loss from early extinguishment of debt totaling approximately $1.3 million due to the write-off of unamortized deferred financing costs. The new mortgage and mezzanine loans have an aggregate principal balance of $420.0 million, bear interest at a weighted average variable rate equal to the Secured Overnight Financing Rate (“SOFR“) plus 2.75% per annum and mature on April 9, 2024, with three, one-year extension options, subject to certain conditions. The joint venture distributed excess loan proceeds from the new mortgage and mezzanine loans totaling approximately $100.5 million, of which the Company’s share totaled approximately $20.1 million. Metropolitan Square is an office property with approximately 657,000 net rentable square feet located in Washington, DC.

6. Commitments and Contingencies

General

In the normal course of business, the Company guarantees its performance of services or indemnifies third parties against its negligence. In addition, in the normal course of business, the Company guarantees to certain tenants the obligations of its subsidiaries for the payment of tenant improvement allowances and brokerage commissions in connection with their leases and limited costs arising from delays in delivery of their premises.

The Company had letter of credit and performance obligations related to lender and development requirements that total approximately $26.4 million at March 31, 2022.

Certain of the Company’s joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint ventures. From time to time, under certain of the Company’s joint venture agreements, if certain return thresholds are achieved, either the Company or its partners may be entitled to an additional promoted interest or payments.

From time to time, the Company (or ventures in which the Company has an ownership interest) has agreed, and may in the future agree, to (1) guarantee portions of the principal, interest and other amounts in connection with their borrowings, (2) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with their borrowings and (3) provide guarantees to lenders, tenants and other third parties for the completion of development projects. The Company has agreements with its outside or joint venture partners whereby the partners agree to reimburse the joint venture for their share of any payments made under the guarantee. In some cases, the Company earns a fee from the applicable joint venture for providing the guarantee.

In connection with the refinancing of 767 Fifth Avenue’s (the General Motors Building) secured loan by the Company’s consolidated joint venture entity, 767 Venture, LLC, the Company guaranteed the consolidated entity’s obligation to fund various reserves for tenant improvement costs and allowances, leasing commissions and free rent obligations in lieu of cash deposits. As of March 31, 2022, the maximum funding obligation under the guarantee was approximately $17.7 million. The Company earns a fee from the joint venture for providing the guarantee and has an agreement with the outside partners to reimburse the joint venture for their share of any payments made under the guarantee. As of March 31, 2022, no amounts related to the guarantee were recorded as liabilities in the Company’s consolidated financial statements.

In connection with the development of the 7750 Wisconsin Avenue office property located in Bethesda, Maryland, the Company entered into agreements with affiliates of The Bernstein Companies (the Company’s partner in the 7750 Wisconsin Avenue joint venture) whereby the Company could be required to act as a mezzanine and/or mortgage lender and finance the construction of the hotel property being developed by an affiliate of The Bernstein Companies adjacent to the office property. An affiliate of The Bernstein Companies exercised its option to borrow $10.0 million from the Company under such agreements, which financing was provided by the Company on June 1, 2020. The financing bears interest at a fixed rate of 8.00% per annum, compounded monthly, and matures on the fifth anniversary of the date on which the base building of the affiliate of The Bernstein Companies’ hotel property is substantially completed. The financing is collateralized by a pledge of the partner’s equity interest in the joint venture that owns and developed 7750 Wisconsin Avenue. To secure such financing arrangements, affiliates of The Bernstein Companies are required to provide certain security, which varies depending on the specific loan, by pledges of their equity interest in the office property, a fee mortgage on the hotel property, or both. The financing is recorded as Note Receivable, Net in the Company’s Consolidated Balance Sheets.

In connection with the redevelopment of the Company’s 325 Main Street property located in Cambridge, Massachusetts, the Company was required pursuant to the local zoning ordinance and urban renewal plan to commence construction of a residential building of at least 200,000 square feet with 25% of the project designated as income-restricted (with a minimum of 20% of the square footage devoted to home ownership units) prior to the occupancy of the 325 Main Street property, which is expected to occur during the third quarter of 2022. The zoning ordinance and urban renewal plan were each amended to decouple the residential requirement from the occupancy of the 325 Main Street property. The amendment to the urban renewal plan is subject to final approvals and completion of administrative processes. 325 Main Street consisted of an approximately 115,000 net rentable square foot Class A office property that was demolished and is being developed into an approximately 420,000 net rentable square foot Class A office property, including approximately 41,000 net rentable square feet of retail space.

Insurance

The Company’s property insurance program per occurrence limits are $1.0 billion for its portfolio insurance program, including coverage for acts of terrorism other than nuclear, biological, chemical or radiological terrorism (“Terrorism Coverage”). The Company also carries $1.35 billion of property insurance in excess of the $1.0 billion of coverage in the Company’s property insurance program for 601 Lexington Avenue, New York, New York, consisting of $750 million of property and Terrorism Coverage in excess of the Company’s property insurance program and $600 million of Terrorism Coverage only in excess of the $1.75 billion of coverage. Certain properties, including the General Motors Building located at 767 Fifth Avenue in New York, New York (“767 Fifth Avenue”), are currently insured in separate insurance programs. The property insurance program per occurrence limits for 767 Fifth Avenue are $1.625 billion, including Terrorism Coverage. The Company also currently carries nuclear, biological, chemical and radiological terrorism insurance coverage for acts of terrorism certified under the Federal Terrorism Risk Insurance Act (as amended, “TRIA”) (“NBCR Coverage”), which is provided by IXP as a direct insurer, for the properties in the Company’s portfolio, including 767 Fifth Avenue, but excluding certain other properties owned in joint ventures with third parties or which the Company manages. The per occurrence limit for NBCR Coverage is $1.0 billion. Under TRIA, after the payment of the required deductible and coinsurance, the NBCR Coverage provided by IXP is backstopped by the Federal Government if the aggregate industry insured losses resulting from a certified act of terrorism exceed a “program trigger.” The program trigger is $200 million, the coinsurance is 20% and the deductible is 20% of the premiums earned by the insurer for the year prior to a claim. If the Federal Government pays out for a loss under TRIA, it is mandatory that the Federal Government recoup the full amount of the loss from insurers offering TRIA coverage after the payment of the loss pursuant to a formula in TRIA. The Company may elect to terminate the NBCR Coverage if the Federal Government seeks recoupment for losses paid under TRIA, if TRIA is not extended after its expiration on December 31, 2027, if there is a change in its portfolio or for any other reason. The Company intends to continue to monitor the scope, nature and cost of available terrorism insurance.

The Company also currently carries earthquake insurance on its properties located in areas known to be subject to earthquakes. Specifically, the Company currently carries earthquake insurance which covers its San Francisco and Los Angeles regions with a $330 million per occurrence limit, and a $330 million annual aggregate limit, $30 million of which is provided by IXP, as a direct insurer. This insurance is subject to a deductible in the amount of 3% of the value of the affected property. In addition, the Company currently carries earthquake insurance which covers its Seattle region with a $60 million per occurrence limit, and a $60 million annual aggregate limit. This insurance is subject to a deductible in the amount of 2% of the value of the affected property. The amount of the Company’s earthquake insurance coverage may not be sufficient to cover losses from earthquakes. In addition, the amount of earthquake coverage could impact the Company’s ability to finance properties subject to earthquake risk. The Company may discontinue earthquake insurance or change the structure of its earthquake insurance program on some or all of its properties in the future if the premiums exceed the Company’s estimation of the value of the coverage.

IXP, a captive insurance company which is a wholly-owned subsidiary of the Company, acts as a direct insurer with respect to a portion of the Company’s earthquake insurance coverage for its Greater San Francisco and Los Angeles properties and the Company’s NBCR Coverage. Insofar as the Company owns IXP, it is responsible for its liquidity and capital resources, and the accounts of IXP are part of the Company’s consolidated financial statements. In particular, if a loss occurs which is covered by the Company’s NBCR Coverage but is less than the applicable program trigger under TRIA, IXP would be responsible for the full amount of the loss without any backstop by the Federal Government. IXP would also be responsible for any recoupment charges by the Federal Government in the event losses are paid out and its insurance policy is maintained after the payout by the Federal Government. If the Company experiences a loss and IXP is required to pay under its insurance policy, the Company would ultimately record the loss to the extent of the required payment. Therefore, insurance coverage provided by IXP should not be considered as the equivalent of third-party insurance, but rather as a modified form of self-insurance. In addition, BPLP has issued a guarantee to cover liabilities of IXP in the amount of $20.0 million.

The Company continues to monitor the state of the insurance market in general, and the scope and costs of coverage for acts of terrorism, earthquakes and pandemics, in particular, but the Company cannot anticipate what coverage will be available on commercially reasonable terms in future policy years. There are other types of losses, such as from wars, for which the Company cannot obtain insurance at all or at a reasonable cost. With respect to such losses and losses from acts of terrorism, earthquakes, pandemics or other catastrophic events, if the Company experiences a loss that is uninsured or that exceeds policy limits, the Company could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties. Depending on the specific circumstances of each affected property, it is possible that the Company could be liable for mortgage

indebtedness or other obligations related to the property. Any such loss could materially and adversely affect the Company’s business and financial condition and results of operations.

7. Noncontrolling Interests

Noncontrolling interests relate to the interests in BPLP not owned by BXP and interests in consolidated property partnerships not wholly-owned by the Company. As of March 31, 2022, the noncontrolling interests in BPLP consisted of 16,550,441 OP Units, 1,678,082 LTIP Units (including 466,233 LTIP Units earned by employees under the Company’s multi-year long-term incentive awards granted between 2012 and 2019 (i.e., 2012 OPP and 2013 - 2019 MYLTIP awards)), 203,278 2020 MYLTIP Units, 351,447 2021 MYLTIP Units and 254,061 2022 MYLTIP Units held by parties other than BXP.

Noncontrolling Interest—Common Units

During the three months ended March 31, 2022, 141,188 OP Units were presented by the holders for redemption (including 36,508 OP Units issued upon conversion of LTIP Units, 2012 OPP Units and MYLTIP Units) and were redeemed by BXP in exchange for an equal number of shares of Common Stock.

At March 31, 2022, BPLP had outstanding 203,278 2020 MYLTIP Units, 351,447 2021 MYLTIP Units and 254,061 2022 MYLTIP Units. Prior to the end of the respective three-year performance period for each plan, holders of MYLTIP Units are entitled to receive per unit distributions equal to one-tenth (10%) of the regular quarterly distributions payable on an OP Unit, but will not be entitled to receive any special distributions. After the measurement date, the number of MYLTIP Units, both vested and unvested, that MYLTIP award recipients have earned, if any, based on the establishment of a performance pool, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on an OP Unit.

On February 4, 2022, the measurement period for the Company’s 2019 MYLTIP awards ended and, based on BXP’s relative TSR performance, the final payout was determined to be 69.0% of target, or an aggregate of approximately $8.6 million (after giving effect to employee separations). As a result, an aggregate of 144,043 2019 MYLTIP Units that had been previously granted were automatically forfeited.

The following table presents BPLP’s distributions on the OP Units and LTIP Units (including the 2012 OPP Units, 2013 - 2018 MYLTIP Units and, after the February 4, 2022 measurement date, the 2019 MYLTIP Units) and its distributions on the 2019 MYLTIP Units (prior to the February 4, 2022 measurement date) and 2020 - 2022 MYLTIP Units (after the February 1, 2022 issuance date of the 2022 MYLTIP Units) that occurred during the three months ended March 31, 2022:

Record Date						Payment Date						Distributions per OP Unit and LTIP Unit						Distributions per MYLTIP Unit
March 31, 2022						April 29, 2022						$0.98						$0.098
December 31, 2021						January 28, 2022						$0.98						$0.098

The following table presents BPLP’s distributions on the OP Units and LTIP Units (including the 2012 OPP Units, 2013 - 2017 MYLTIP Units and, after the February 5, 2021 measurement date, the 2018 MYLTIP Units) and its distributions on the 2018 MYLTIP Units (prior to the February 5, 2021 measurement date) and 2019 - 2021 MYLTIP Units (after the February 2, 2021 issuance date of the 2021 MYLTIP Units) that occurred during the three months ended March 31, 2021:

Record Date						Payment Date						Distributions per OP Unit and LTIP Unit						Distributions per MYLTIP Unit
March 31, 2021						April 30, 2021						$0.98						$0.098
December 31, 2020						January 28, 2021						$0.98						$0.098

A holder of an OP Unit may present the OP Unit to BPLP for redemption at any time (subject to restrictions agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, BPLP must redeem the OP Unit for cash equal to the then value of a share of Common Stock of BXP. BXP may, in its sole discretion, elect to assume and satisfy the redemption obligation by paying either cash or issuing one share of Common Stock. The value of the OP Units (LTIP Units (including the 2012 OPP Units and 2013 - 2019 MYLTIP

Units) assuming that all conditions had been met for the conversion thereof) had all of such units been redeemed at March 31, 2022 was approximately $2.3 billion based on the last reported price of a share of Common Stock on the New York Stock Exchange of $128.80 per share on March 31, 2022.

Noncontrolling Interests—Property Partnerships

The noncontrolling interests in property partnerships consist of the outside equity interests in ventures that are consolidated with the financial results of the Company because the Company exercises control over the entities that own the properties. The equity interests in these ventures that are not owned by the Company, totaling approximately $1.5 billion and $1.6 billion at March 31, 2022 and December 31, 2021, respectively, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

8. Stockholders’ Equity / Partners’ Capital

BXP

As of March 31, 2022, BXP had 156,711,714 shares of Common Stock outstanding.

As of March 31, 2022, BXP owned 1,749,402 general partnership units and 154,962,312 limited partnership units in BPLP.

On May 22, 2020, BXP renewed its “at the market” (“ATM”) stock offering program through which it may sell from time to time up to an aggregate of $600.0 million of its Common Stock through sales agents over a three-year period. Under the ATM stock offering program, BXP may also engage in forward sale transactions with affiliates of certain sales agents for the sale of its Common Stock on a forward basis. This program replaced BXP’s prior $600.0 million ATM stock offering program that was scheduled to expire on June 2, 2020. BXP intends to use the net proceeds from any offering for general business purposes, which may include investment opportunities and debt reduction. No shares of Common Stock have been issued under this ATM stock offering program.

During the three months ended March 31, 2022, BXP did not issue any shares of Common Stock upon the exercise of options to purchase Common Stock.

During the three months ended March 31, 2022, BXP issued 141,148 shares of Common Stock in connection with the redemption of an equal number of redeemable OP Units from limited partners.

The following table presents BXP’s dividends per share and BPLP’s distributions per OP Unit and LTIP Unit paid or declared in 2022 and during the three months ended March 31, 2021:

Record Date						Payment Date						Dividend (Per Share)						Distribution (Per Unit)
March 31, 2022						April 29, 2022						$0.98						$0.98
December 31, 2021						January 28, 2022						$0.98						$0.98
March 31, 2021						April 30, 2021						$0.98						$0.98
December 31, 2020						January 28, 2021						$0.98						$0.98

Preferred Stock

On March 2, 2021, BXP issued a redemption notice for 80,000 shares of its 5.25% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”), which constituted all of the outstanding Series B Preferred Stock, and the corresponding depositary shares, each representing 1/100th of a share of Series B Preferred Stock. The redemption price per share of Series B Preferred Stock was $2,500, plus all accrued and unpaid dividends to, but not including, the redemption date, totaling $2,516.41 per share. On March 31, 2021, the Company transferred the full redemption price for all outstanding shares of Series B Preferred Stock, including accrued and unpaid dividends to, but not including, the redemption date, to the redemption agent. The excess of the redemption price over the carrying value of the Series B Preferred Stock and Series B Preferred Units of approximately $6.4 million relates to the original issuance costs and is reflected as a reduction to Net Income Attributable to Boston Properties, Inc. Common Shareholders and Net Income Attributable to Boston Properties Limited Partnership Common Unitholders on the Consolidated Income Statements.

On April 1, 2021, BXP redeemed all of the outstanding shares of Series B Preferred Stock and all of the outstanding Depositary Shares. In connection with the redemption of the Series B Preferred Stock, all of the Series B Preferred Units, which had terms and preferences generally mirroring those of the Series B Preferred Stock, were redeemed by BPLP.

The following table presents BXP’s dividend per share on its Series B Preferred Stock paid during the three months ended March 31, 2021:

Record Date						Payment Date						Dividend (Per Share)
February 5, 2021						February 16, 2021						$32.8125

9. Segment Information

The following tables present reconciliations of Net Income Attributable to Boston Properties, Inc. Common Shareholders to the Company’s share of Net Operating Income and Net Income Attributable to Boston Properties Limited Partnership Common Unitholders to the Company’s share of Net Operating Income for the three months ended March 31, 2022 and 2021.

BXP

						Three months ended March 31,
						2022						2021
						(in thousands)
Net income attributable to Boston Properties, Inc. common shareholders						$	143,047					$	91,624
Add:
Preferred stock redemption charge						—						6,412
Preferred dividends						—						2,560
Noncontrolling interest—common units of the Operating Partnership						16,361						11,084
Noncontrolling interests in property partnerships						17,549						16,467
Interest expense						101,228						107,902
Losses from early extinguishment of debt						—						898
Net operating income from unconsolidated joint ventures						37,321						24,795
Depreciation and amortization expense						177,624						176,565
Transaction costs						—						331
Payroll and related costs from management services contracts						4,065						3,505
General and administrative expense						43,194						44,959
Less:
Net operating income attributable to noncontrolling interests in property partnerships						47,055						44,376
Gains (losses) from investments in securities						(2,262)						1,659
Interest and other income (loss)						1,228						1,168
Gains on sales of real estate						22,701						—
Income from unconsolidated joint ventures						2,189						5,225
Direct reimbursements of payroll and related costs from management services contracts						4,065						3,505
Development and management services revenue						5,831						6,803
Company’s share of Net Operating Income						$	459,582					$	424,366

BPLP

						Three months ended March 31,
						2022						2021
						(in thousands)
Net income attributable to Boston Properties Limited Partnership common unitholders						$	161,829					$	105,773
Add:
Preferred unit redemption charge						—						6,412
Preferred distributions						—						2,560
Noncontrolling interests in property partnerships						17,549						16,467
Interest expense						101,228						107,902
Losses from early extinguishment of debt						—						898
Net operating income from unconsolidated joint ventures						37,321						24,795
Depreciation and amortization expense						175,886						173,500
Transaction costs						—						331
Payroll and related costs from management services contracts						4,065						3,505
General and administrative expense						43,194						44,959
Less:
Net operating income attributable to noncontrolling interests in property partnerships						47,055						44,376
Gains (losses) from investments in securities						(2,262)						1,659
Interest and other income (loss)						1,228						1,168
Gains on sales of real estate						23,384						—
Income from unconsolidated joint ventures						2,189						5,225
Direct reimbursements of payroll and related costs from management services contracts						4,065						3,505
Development and management services revenue						5,831						6,803
Company’s share of Net Operating Income						$	459,582					$	424,366

Net operating income (“NOI”) is a non-GAAP financial measure equal to net income attributable to Boston Properties, Inc. common shareholders and net income attributable to Boston Properties Limited Partnership common unitholders, as applicable, the most directly comparable GAAP financial measures, plus (1) preferred stock/unit redemption charge, preferred dividends/distributions, net income attributable to noncontrolling interests, interest expense, losses from early extinguishment of debt, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts and corporate general and administrative expense less (2) gains (losses) from investments in securities, interest and other income (loss), gains on sales of real estate, income from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue. The Company believes NOI is useful to investors as a performance measure and believes it provides useful information to investors regarding its results of operations and financial condition because, when compared across periods, it reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income attributable to Boston Properties, Inc. common shareholders and net income attributable to Boston Properties Limited Partnership common unitholders. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level. Similarly, interest expense may be incurred at the property level even though the financing proceeds may be used at the corporate level (e.g., used for other investment activity). In addition, depreciation and amortization expense, because of historical cost accounting and useful life estimates, may distort operating performance measures at the property level. NOI presented by the Company may not be comparable to NOI reported by other REITs or real estate companies that define NOI differently.

The Company’s internal reporting utilizes its share of NOI, which includes its share of NOI from consolidated and unconsolidated joint ventures, which is a non-GAAP financial measure that is calculated as the consolidated amount, plus the Company’s share of the amount from the Company’s unconsolidated joint ventures (calculated based upon the Company’s economic percentage ownership interest and, in some cases, after priority allocations), minus the Company’s partners’ share of the amount from the Company’s consolidated joint ventures (calculated based upon the partners’ economic percentage ownership interests and, in some cases, after priority allocations, income allocation to private REIT shareholders and their share of fees due to the Company). The Company’s share of NOI from unconsolidated joint ventures does not include its share of gains on sales of real estate from unconsolidated joint ventures and gain on sale of investment from unconsolidated joint ventures, both of which are included within Loss From Unconsolidated Joint Ventures in the Company’s Consolidated Statements of Operations. Management utilizes its share of NOI in assessing its performance as the Company has several significant joint ventures and, in some cases, the Company exercises significant influence over, but does not control, the joint venture, in which case GAAP requires that the Company account for the joint venture entity using the equity method of accounting and the Company does not consolidate it for financial reporting purposes. In other cases, GAAP requires that the Company consolidate the venture even though the Company’s partner(s) owns a significant percentage interest. As a result, the presentations of the Company’s share of NOI should not be considered a substitute for, and should only be considered together with and as a supplement to, the Company’s financial information presented in accordance with GAAP.

Asset information by segment is not reported because the Company does not use this measure to assess performance. Therefore, depreciation and amortization expense is not allocated among segments. Preferred stock/unit redemption charge, preferred dividends/distributions, interest expense, losses from early extinguishment of debt, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts, corporate general and administrative expense, gains (losses) from investments in securities, interest and other income (loss), gains on sales of real estate, income from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue are not included in NOI and are provided as reconciling items to the Company’s reconciliations of its share of NOI to net income attributable to common shareholders/unitholders.

The Company’s segments are based on the Company’s method of internal reporting which classifies its operations by geographic area. The Company’s segments by geographic area are Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC. On September 1, 2021, the Company invested in a joint venture that acquired Safeco Plaza located in Seattle, Washington. As such, the Seattle region was identified as a segment during the third quarter of 2021. The Company also presents information for each segment by property type, including Office, Residential and Hotel.

Parking and other revenue for the three months ended March 31, 2022 increased by approximately $4.8 million compared to the three months ended March 31, 2021. These increases were primarily in transient and monthly parking revenue.

The decreased demand for and occupancy of the Boston Marriott Cambridge hotel have had, and are expected to continue to have, a material adverse effect on its operations and thus the results of the Company’s Hotel property type.

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

For the three months ended March 31, 2022:

			Boston						Los Angeles						New York						San Francisco						Seattle						Washington, DC						Total
Rental Revenue: (1)
Office			$	242,078					$	—					$	256,870					$	132,375					$	—					$	95,565					$	726,888
Residential			3,596						—						—						2,391						—						6,979						12,966
Hotel			4,557						—						—						—						—						—						4,557
Total			250,231						—						256,870						134,766						—						102,544						744,411
% of Grand Totals			33.61		%				—		%				34.51		%				18.10		%				—		%				13.78		%				100.00		%
Rental Expenses:
Office			90,528						—						96,340						43,408						—						33,547						263,823
Residential			1,437						—						—						1,868						—						3,127						6,432
Hotel			4,840						—						—						—						—						—						4,840
Total			96,805						—						96,340						45,276						—						36,674						275,095
% of Grand Totals			35.19		%				—		%				35.02		%				16.46		%				—		%				13.33		%				100.00		%
Net operating income			$	153,426					$	—					$	160,530					$	89,490					$	—					$	65,870					$	469,316
% of Grand Totals			32.69		%				—		%				34.21		%				19.07		%				—		%				14.03		%				100.00		%
Less: Net operating income attributable to noncontrolling interests in property partnerships			(11,735)						—						(35,320)						—						—						—						(47,055)
Add: Company’s share of net operating income from unconsolidated joint ventures			9,693						13,757						(156)						3,181						1,955						8,891						37,321
Company’s share of net operating income			$	151,384					$	13,757					$	125,054					$	92,671					$	1,955					$	74,761					$	459,582
% of Grand Totals			32.94		%				2.99		%				27.21		%				20.16		%				0.43		%				16.27		%				100.00		%

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

For the three months ended March 31, 2021:

			Boston						Los Angeles						New York						San Francisco												Washington, DC						Total
Rental Revenue: (1)
Office			$	230,403					$	—					$	250,164					$	130,598											$	82,415					$	693,580
Residential			3,045						—						—						321												5,809						9,175
Hotel			632						—						—						—												—						632
Total			234,080						—						250,164						130,919												88,224						703,387
% of Grand Totals			33.28		%				—		%				35.57		%				18.61		%										12.54		%				100.00		%
Rental Expenses:
Office			79,881						—						99,385						40,249												31,747						251,262
Residential			1,455						—						—						1,686												2,986						6,127
Hotel			2,051						—						—						—												—						2,051
Total			83,387						—						99,385						41,935												34,733						259,440
% of Grand Totals			32.14		%				—		%				38.31		%				16.16		%										13.39		%				100.00		%
Net operating income			$	150,693					$	—					$	150,779					$	88,984											$	53,491					$	443,947
% of Grand Totals			33.94		%				—		%				33.97		%				20.04		%										12.05		%				100.00		%
Less: Net operating income attributable to noncontrolling interests in property partnerships			(10,224)						—						(34,152)						—												—						(44,376)
Add: Company’s share of net operating income from unconsolidated joint ventures			2,281						14,192						(793)						3,480												5,635						24,795
Company’s share of net operating income			$	142,750					$	14,192					$	115,834					$	92,464											$	59,126					$	424,366
% of Grand Totals			33.64		%				3.34		%				27.30		%				21.79		%										13.93		%				100.00		%

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

10. Earnings Per Share / Common Unit

BXP

The following table provides a reconciliation of both the net income attributable to Boston Properties, Inc. common shareholders and the number of common shares used in the computation of basic earnings per share (“EPS”), which is calculated by dividing net income attributable to Boston Properties, Inc. common shareholders by the weighted-average number of common shares outstanding during the period. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities. As such, unvested restricted common stock of BXP and BPLP’s LTIP Units, 2012 OPP Units and MYLTIP Units are considered participating securities. Participating securities are included in the computation of basic EPS of BXP using the two-class method. Participating securities are included in the computation of diluted EPS of BXP using the if-converted method if the impact is dilutive. Because the 2012 OPP Units and 2013 - 2019 MYLTIP Units required, and the 2020 - 2022 MYLTIP Units require, BXP to outperform absolute and/or relative return thresholds, unless such thresholds have been met by the end of the applicable reporting period, BXP excludes such units from the diluted EPS calculation. Other potentially dilutive common shares, including stock options, restricted stock and other securities of BPLP that are exchangeable for BXP’s Common Stock, and the related impact on earnings, are considered when calculating diluted EPS.

			Three months ended March 31, 2022
			Income (Numerator)						Shares (Denominator)						Per Share Amount
			(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to Boston Properties, Inc. common shareholders			$	143,047					156,650						$	0.91
Effect of Dilutive Securities:
Stock Based Compensation			—						354						—
Diluted Earnings:
Net income attributable to Boston Properties, Inc. common shareholders			$	143,047					157,004						$	0.91
			Three months ended March 31, 2021
			Income (Numerator)						Shares (Denominator)						Per Share Amount
			(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to Boston Properties, Inc. common shareholders			$	91,624					155,928						$	0.59
Effect of Dilutive Securities:
Stock Based Compensation			—						171						—
Diluted Earnings:
Net income attributable to Boston Properties, Inc. common shareholders			$	91,624					156,099						$	0.59

BPLP

The following table provides a reconciliation of both the net income attributable to Boston Properties Limited Partnership common unitholders and the number of common units used in the computation of basic earnings per common unit, which is calculated by dividing net income attributable to Boston Properties Limited Partnership common unitholders by the weighted-average number of common units outstanding during the period. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities. As such, unvested restricted common stock of BXP and BPLP’s LTIP Units, 2012 OPP Units and MYLTIP Units are considered participating securities. Participating securities are included in the computation of basic earnings per common unit using the two-class method. Participating securities are included in the computation of diluted earnings per common unit using the if-converted method if the impact is dilutive. Because the 2012 OPP Units and 2013 - 2019 MYLTIP Units required, and the 2020 - 2022 MYLTIP Units require, BXP to outperform absolute and/or relative return thresholds, unless such thresholds have been met by the end of the applicable reporting period, BPLP excludes such units from the diluted earnings per common unit calculation. Other potentially dilutive common units and the related impact on earnings are considered when calculating diluted earnings per common unit. Included in the number of units (the denominator) below are approximately 17,626,000 and 17,089,000 redeemable common units for the three months ended March 31, 2022 and 2021, respectively.

			Three months ended March 31, 2022
			Income (Numerator)						Units (Denominator)						Per Unit Amount
			(in thousands, except for per unit amounts)
Basic Earnings:
Net income attributable to Boston Properties Limited Partnership common unitholders			$	161,829					174,276						$	0.93
Effect of Dilutive Securities:
Stock Based Compensation			—						354						—
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership common unitholders			$	161,829					174,630						$	0.93
			Three months ended March 31, 2021
			Income (Numerator)						Units (Denominator)						Per Unit Amount
			(in thousands, except for per unit amounts)
Basic Earnings:
Net income attributable to Boston Properties Limited Partnership common unitholders			$	105,773					173,018						$	0.61
Effect of Dilutive Securities:
Stock Based Compensation			—						171						—
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership common unitholders			$	105,773					173,189						$	0.61

11. Stock Option and Incentive Plan

On February 1, 2022, BXP’s Compensation Committee approved the 2022 MYLTIP awards under the Boston Properties, Inc. 2021 Stock Option and Incentive Plan (the “2021 Plan”) to certain officers and employees of BXP. The 2022 MYLTIP awards consist of two, equally weighted (50% each) components that utilize BXP’s TSR over a three-year measurement period as the performance metric.

The first component of the 2022 MYLTIP represents one-half (50%) of the target grant-date value of the award. The number of LTIP Units that can be earned under this component ranges from zero to 200% of the target number of LTIP Units, based on BXP’s three-year, annualized relative TSR performance compared to a custom index of peer companies. Under this component, 100% of the target number of LTIP Units will be earned if BXP’s TSR equals the custom index TSR; for relative TSR performance between -1,000 basis points and +1,000 basis points, the number of LTIP Units earned will be determined using linear interpolation.

The second component represents the remaining one-half (50%) of the target grant-date value of the 2022 MYLTIP. The number of LTIP Units that can be earned under this component ranges from zero to 200% of the target number of LTIP Units, based on BXP’s non-annualized, cumulative absolute TSR during the three-year performance period. Under this component, 100% of the target number of LTIP Units will be earned if BXP achieves an absolute TSR equal to +1,000 basis points; if BXP’s absolute TSR is greater than -4,000 basis points but less than +6,000 basis points, then the number of LTIP Units earned will be determined using linear interpolation.

Total earned awards under the 2022 MYLTIP, if any, will equal the sum of the number of LTIP Units earned under the first and second components and will range from zero to a maximum of 254,061 LTIP Units with a target of approximately 127,031 LTIP Units and linear interpolation between zero and maximum. Earned awards (if any) will vest 100% on January 31, 2025, but may not be converted, redeemed, sold or otherwise transferred for one additional year thereafter. Vesting will be accelerated in the event of a change in control, termination of employment by BXP without cause, or termination of employment by the award recipient for good reason, death, disability or retirement. If there is a change of control prior to January 31, 2025, earned awards will be calculated based on TSR performance up to the date of the change of control. The 2022 MYLTIP awards are in the form of LTIP Units issued

on the grant date, and they are subject to forfeiture to the extent awards are not earned. Prior to the performance measurement date holders of the 2022 MYLTIP Units are only entitled to one-tenth (10%) of the regular quarterly distributions payable on common partnership units. Following the completion of the three-year performance period, BXP will also make a “catch-up” cash payment on the 2022 MYLTIP Units that are ultimately earned in an amount equal to the regular and special distributions, if any, declared during the performance period on BXP’s Common Stock, less the distributions actually paid to holders of 2022 MYLTIP Units during the performance period on all of the awarded 2022 MYLTIP Units. Under ASC 718 “Compensation - Stock Compensation,” the 2022 MYLTIP awards have an aggregate value of approximately $17.3 million, which amount will generally be amortized into earnings under the graded vesting method.

On February 4, 2022, the measurement period for the Company’s 2019 MYLTIP awards ended and, based on BXP’s relative TSR performance, the final payout was determined to be 69.0% of target, or an aggregate of approximately $8.6 million (after giving effect to employee separations). As a result, an aggregate of 144,043 2019 MYLTIP Units that had been previously granted were automatically forfeited.

During the three months ended March 31, 2022, BXP issued 33,411 shares of restricted common stock and BPLP issued 250,893 LTIP Units and 254,061 2022 MYLTIP Units to employees and non-employee directors under the 2021 Plan. Employees and non-employee directors paid $0.01 per share of restricted common stock and $0.25 per LTIP Unit and 2022 MYLTIP Unit. When issued, LTIP Units are not economically equivalent in value to a share of Common Stock, but over time can increase in value to one-for-one parity with Common Stock if there is sufficient appreciation in the value of the Company’s assets. The aggregate value of the LTIP Units is included in noncontrolling interests in the Consolidated Balance Sheets of Boston Properties, Inc. and Boston Properties Limited Partnership. A substantial majority of the grants of restricted common stock and LTIP Units to employees vest in four equal annual installments. Restricted common stock is measured at fair value on the date of grant based on the number of shares granted and the closing price of BXP’s Common Stock on the date of grant as quoted on the New York Stock Exchange. Such value is recognized as an expense ratably over the corresponding employee service period. The shares of restricted common stock granted during the three months ended March 31, 2022 were valued at approximately $3.9 million ($113.79 per share weighted-average). The LTIP Units granted were valued at approximately $27.2 million (approximately $108.41 per unit weighted-average fair value) using a Monte Carlo simulation method model. The per unit fair values of the LTIP Units granted were estimated on the dates of grant and for a substantial majority of such units were valued using the following assumptions: an expected life of 5.7 years, a risk-free interest rate of 1.71% and an expected price volatility of 31.0%. Because the 2012 OPP Units and 2013 - 2022 MYLTIP Units are subject to both a service condition and a market condition, the Company recognizes the related compensation expense under the graded vesting attribution method. Under the graded vesting attribution method, each portion of the award that vests at a different date is accounted for as a separate award and recognized over the period appropriate to that portion so that the compensation cost for each portion should be recognized in full by the time that portion vests. The Company recognizes forfeitures as they occur on its awards of stock-based compensation. Dividends paid on both vested and unvested shares of restricted stock are charged directly to Dividends in Excess of Earnings in Boston Properties, Inc.’s Consolidated Balance Sheets and Partners’ Capital in Boston Properties Limited Partnership’s Consolidated Balance Sheets. Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and MYLTIP Units was approximately $20.9 million and $19.8 million for the three months ended March 31, 2022 and 2021, respectively. At March 31, 2022, there was (1) an aggregate of approximately $37.0 million of unrecognized compensation expense related to unvested restricted stock, LTIP Units and 2019 MYLTIP Units and (2) an aggregate of approximately $16.0 million of unrecognized compensation expense related to unvested 2020 - 2022 MYLTIP Units that is expected to be recognized over a weighted-average period of approximately 2.3 years.

12. Subsequent Events

On April 7, 2022, the Company executed an agreement to assign its right to acquire 11251 Roger Bacon Drive in Reston, Virginia to a third party for an assignment fee of approximately $6.9 million. 11251 Roger Bacon Drive is an approximately 65,000 square foot office building situated on approximately 2.6 acres (See Note 3).

On April 14, 2022, the Company entered into an agreement to acquire Madison Centre in Seattle, Washington for a gross purchase price of $730.0 million. Pursuant to the agreement, the Company made a $50.0 million non-refundable deposit that will be credited towards the purchase price at closing. Madison Centre is an approximately 760,000 square foot, 37-story Class A office building. The acquisition is subject to customary closing conditions, and there can be no assurance that this acquisition will occur on the terms currently contemplated or at all.

On April 18, 2022, a joint venture in which the Company has a 50% ownership interest extended the construction loan collateralized by its Hub50House property. At the time of the extension, the outstanding balance of the loan totaled approximately $176.5 million and the loan bore interest at a variable rate equal to LIBOR plus 2.00% per annum and was scheduled to mature on April 19, 2022. The extended loan matures on June 19, 2022. Hub50House is a residential property that consists of approximately 320,000 net rentable square feet and 440 residential units located in Boston, Massachusetts.

On April 27, 2022, the Company entered into a lease agreement with AstraZeneca to lease approximately 570,000 square feet at the Company’s 290 Binney Street future development project. 290 Binney Street is part of the initial phase of a future life sciences development project located in the heart of Kendall Square in Cambridge, Massachusetts. The full project will consist of two buildings aggregating approximately 1.1 million rentable square feet of life sciences space and an approximately 400,000 square foot residential building. The lease and commencement of construction are subject to various conditions, some of which are not within the Company’s control. There can be no assurance that the conditions will be satisfied or that the Company will commence the development on the terms and schedule currently contemplated or at all.