Item 1. Financial Statements.

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Item 1. Financial Statements.


BOSTON PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for share and par value amounts)
	June 30, 2023		December 31, 2022
ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $6,870,107 and $6,789,029 at June 30, 2023 and December 31, 2022, respectively)	$	25,762,722	$	25,389,663
Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at June 30, 2023 and December 31, 2022, respectively)	237,526		237,510
Right of use assets - operating leases	166,421		167,351
Less: accumulated depreciation (amounts related to VIEs of $(1,434,592) and $(1,381,401) at June 30, 2023 and December 31, 2022, respectively)	(6,568,568)		(6,298,082)
Total real estate	19,598,101		19,496,442
Cash and cash equivalents (amounts related to VIEs of $256,201 and $259,658 at June 30, 2023 and December 31, 2022, respectively)	1,581,575		690,333
Cash held in escrows	46,915		46,479
Investments in securities	33,481		32,277
Tenant and other receivables, net (amounts related to VIEs of $13,921 and $16,521 at June 30, 2023 and December 31, 2022, respectively)	91,968		81,389
Related party note receivable, net	88,834		78,576
Sales-type lease receivable, net	13,250		12,811
Accrued rental income, net (amounts related to VIEs of $382,622 and $367,138 at June 30, 2023 and December 31, 2022, respectively)	1,318,320		1,276,580
Deferred charges, net (amounts related to VIEs of $172,655 and $176,597 at June 30, 2023 and December 31, 2022, respectively)	710,820		733,282
Prepaid expenses and other assets (amounts related to VIEs of $13,534 and $11,647 at June 30, 2023 and December 31, 2022, respectively)	77,457		43,589
Investments in unconsolidated joint ventures	1,780,959		1,715,911
Total assets	$	25,341,680	$	24,207,669
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $3,274,764 and $3,272,368 at June 30, 2023 and December 31, 2022, respectively)	$	3,274,764	$	3,272,368
Unsecured senior notes, net	10,985,395		10,237,968
Unsecured line of credit	—		—
Unsecured term loan, net	1,196,046		730,000
Lease liabilities - finance leases (amounts related to VIEs of $20,675 and $20,604 at June 30, 2023 and December 31, 2022, respectively)	251,874		249,335
Lease liabilities - operating leases	204,826		204,686
Accounts payable and accrued expenses (amounts related to VIEs of $57,852 and $29,466 at June 30, 2023 and December 31, 2022, respectively)	434,574		417,545
Dividends and distributions payable	171,465		170,643
Accrued interest payable	111,088		103,774
Other liabilities (amounts related to VIEs of $101,301 and $114,232 at June 30, 2023 and December 31, 2022, respectively)	418,813		450,918
Total liabilities	17,048,845		15,837,237
Commitments and contingencies (See Note 8)
Redeemable deferred stock units— 108,642 and 97,853 units outstanding at redemption value at June 30, 2023 and December 31, 2022, respectively	6,292		6,613


BOSTON PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for share and par value amounts)
	June 30, 2023		December 31, 2022
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, 156,932,300 and 156,836,767 issued and 156,853,400 and 156,757,867 outstanding at June 30, 2023 and December 31, 2022, respectively	1,569		1,568
Additional paid-in capital	6,561,161		6,539,147
Dividends in excess of earnings	(516,550)		(391,356)
Treasury common stock at cost, 78,900 shares at June 30, 2023 and December 31, 2022	(2,722)		(2,722)
Accumulated other comprehensive loss	(3,406)		(13,718)
Total stockholders’ equity attributable to Boston Properties, Inc.	6,040,052		6,132,919
Noncontrolling interests:
Common units of Boston Properties Limited Partnership	689,123		683,583
Property partnerships	1,557,368		1,547,317
Total equity	8,286,543		8,363,819
Total liabilities and equity	$	25,341,680	$	24,207,669

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 June 30,				Six months ended June 30,
	2023		2022		2023		2022
Revenue
Lease	$	761,733	$	721,899	$	1,518,608	$	1,440,019
Parking and other	26,984		30,346		50,993		52,080
Hotel	13,969		12,089		22,070		16,646
Development and management services	9,858		6,354		18,838		12,185
Direct reimbursements of payroll and related costs from management services contracts	4,609		3,239		9,844		7,304
Total revenue	817,153		773,927		1,620,353		1,528,234
Expenses
Operating
Rental	291,036		273,848		582,344		544,103
Hotel	8,161		6,444		14,832		11,284
General and administrative	44,175		34,665		99,977		77,859
Payroll and related costs from management services contracts	4,609		3,239		9,844		7,304
Transaction costs	308		496		1,219		496
Depreciation and amortization	202,577		183,146		411,311		360,770
Total expenses	550,866		501,838		1,119,527		1,001,816
Other income (expense)
Income (loss) from unconsolidated joint ventures	(6,668)		(54)		(14,237)		2,135
Gains on sales of real estate	—		96,247		—		118,948

Interest and other income (loss)	17,343		1,195		28,284		2,423
Other income - assignment fee	—		6,624		—		6,624
Gains (losses) from investments in securities	1,571		(4,716)		3,236		(6,978)
Unrealized gain on non-real estate investment	124		—		383		—

Interest expense	(142,473)		(104,142)		(276,680)		(205,370)
Net income	136,184		267,243		241,812		444,200
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships	(19,768)		(18,546)		(38,428)		(36,095)
Noncontrolling interest—common units of the Operating Partnership	(12,117)		(25,708)		(21,169)		(42,061)
Net income attributable to Boston Properties, Inc.	$	104,299	$	222,989	$	182,215	$	366,044



Basic earnings per common share attributable to Boston Properties, Inc.
Net income	$	0.67	$	1.42	$	1.16	$	2.33
Weighted average number of common shares outstanding	156,826		156,720		156,815		156,685
Diluted earnings per common share attributable to Boston Properties, Inc.
Net income	$	0.66	$	1.42	$	1.16	$	2.33
Weighted average number of common and common equivalent shares outstanding	157,218		157,192		157,131		157,098

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 June 30,				Six months ended June 30,
	2023		2022		2023		2022
Net income	$	136,184	$	267,243	$	241,812	$	444,200
Other comprehensive income:
Effective portion of interest rate contracts	14,965		35		8,427		7,600
Amortization of interest rate contracts (1)	1,674		1,677		3,349		3,353
Other comprehensive income	16,639		1,712		11,776		10,953
Comprehensive income	152,823		268,955		253,588		455,153
Net income attributable to noncontrolling interests	(31,885)		(44,254)		(59,597)		(78,156)
Other comprehensive income attributable to noncontrolling interests	(1,831)		(304)		(1,463)		(1,368)
Comprehensive income attributable to Boston Properties, Inc.	$	119,107	$	224,397	$	192,528	$	375,629

(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			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, March 31, 2023	156,830	$	1,568	$	6,549,314	$	(467,159)	$	(2,722)	$	(18,214)	$	691,627	$	1,552,070	$	8,306,484
Redemption of operating partnership units to common stock	16	1		598		—		—		—		(599)		—		—
Allocated net income for the period	—	—		—		104,325		—		—		12,091		19,768		136,184
Dividends/distributions declared	—	—		—		(153,716)		—		—		(18,376)		—		(172,092)

Net activity from stock option and incentive plan	8	—		(110)		—		—		—		14,052		—		13,942

Distributions to noncontrolling interests in property partnerships	—	—		—		—		—		—		—		(14,614)		(14,614)
Effective portion of interest rate contracts	—	—		—		—		—		13,435		1,530		—		14,965
Amortization of interest rate contracts	—	—		—		—		—		1,373		157		144		1,674
Reallocation of noncontrolling interest	—	—		11,359		—		—		—		(11,359)		—		—
Equity, June 30, 2023	156,854	$	1,569	$	6,561,161	$	(516,550)	$	(2,722)	$	(3,406)	$	689,123	$	1,557,368	$	8,286,543

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
Redemption of operating partnership units to common stock	11	—		401		—		—		—		(401)		—		—
Allocated net income for the period	—	—		—		222,997		—		—		25,700		18,546		267,243
Dividends/distributions declared	—	—		—		(153,592)		—		—		(17,939)		—		(171,531)

Net activity from stock option and incentive plan	3	—		4,420		—		—		—		13,605		—		18,025

Distributions to noncontrolling interests in property partnerships	—	—		—		—		—		—		—		(14,439)		(14,439)
Effective portion of interest rate contracts	—	—		—		—		—		31		4		—		35
Amortization of interest rate contracts	—	—		—		—		—		1,377		156		144		1,677
Reallocation of noncontrolling interest	—	—		10,513		—		—		—		(10,513)		—		—
Equity, June 30, 2022	156,726	$	1,567	$	6,524,997	$	(567,016)	$	(2,722)	$	(27,077)	$	660,214	$	1,552,706	$	8,142,669


BOSTON PROPERTIES, INC. CONSOLIDATED STATEMENTS OF EQUITY (unaudited and in thousands)
	Common Stock			Additional Paid-in Capital		Dividends in Excess of Earnings		Treasury Stock, at cost		Accumulated Other Comprehensive Loss		Noncontrolling Interests - Common Units		Noncontrolling Interests - Property Partnerships		Total
	Shares	Amount


























Equity, December 31, 2022	156,758	$	1,568	$	6,539,147	$	(391,356)	$	(2,722)	$	(13,718)	$	683,583	$	1,547,317	$	8,363,819
Redemption of operating partnership units to common stock	21	1		793		—		—		—		(794)		—		—
Allocated net income for the period	—	—		—		182,215		—		—		21,169		38,428		241,812
Dividends/distributions declared	—	—		—		(307,409)		—		—		(36,737)		—		(344,146)
Shares issued pursuant to stock purchase plan	9	—		586		—		—		—		—		—		586
Net activity from stock option and incentive plan	66	—		3,338		—		—		—		38,023		—		41,361
Contributions from noncontrolling interests in property partnerships	—	—		—		—		—		—		—		7,555		7,555
Distributions to noncontrolling interests in property partnerships	—	—		—		—		—		—		—		(36,220)		(36,220)
Effective portion of interest rate contracts	—	—		—		—		—		7,565		862		—		8,427
Amortization of interest rate contracts	—	—		—		—		—		2,747		314		288		3,349
Reallocation of noncontrolling interest	—	—		17,297		—		—		—		(17,297)		—		—
Equity, June 30, 2023	156,854	$	1,569	$	6,561,161	$	(516,550)	$	(2,722)	$	(3,406)	$	689,123	$	1,557,368	$	8,286,543

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	152	2		5,427		—		—		—		(5,429)		—		—
Allocated net income for the period	—	—		—		366,044		—		—		42,061		36,095		444,200
Dividends/distributions declared	—	—		—		(307,169)		—		—		(35,859)		—		(343,028)
Shares issued pursuant to stock purchase plan	5	—		600		—		—		—		—		—		600
Net activity from stock option and incentive plan	24	—		4,287		—		—		—		32,659		—		36,946
Contributions from noncontrolling interests in property partnerships	—	—		—		—		—		—		—		849		849
Distributions to noncontrolling interests in property partnerships	—	—		—		—		—		—		—		(41,079)		(41,079)
Effective portion of interest rate contracts	—	—		—		—		—		6,831		769		—		7,600
Amortization of interest rate contracts	—	—		—		—		—		2,754		311		288		3,353
Reallocation of noncontrolling interest	—	—		16,953		—		—		—		(16,953)		—		—
Equity, June 30, 2022	156,726	$	1,567	$	6,524,997	$	(567,016)	$	(2,722)	$	(27,077)	$	660,214	$	1,552,706	$	8,142,669

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


BOSTON PROPERTIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
	Six months ended June 30,
	2023		2022
Cash flows from operating activities:
Net income	$	241,812	$	444,200
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	411,311		360,770
Amortization of right of use assets - operating leases	929		1,407
Non-cash compensation expense	41,524		36,195
Loss (income) from unconsolidated joint ventures	14,237		(2,135)
Distributions of net cash flow from operations of unconsolidated joint ventures	11,437		10,097
Losses (gains) from investments in securities	(3,236)		6,978
Allowance for current expected credit losses	264		(458)
Non-cash portion of interest expense	14,940		12,528


Other income - assignment fee	—		(6,624)
Gains on sales of real estate	—		(118,948)

Unrealized gain on non-real estate investment	(383)		—
Change in assets and liabilities:
Tenant and other receivables, net	3,721		10,167
Notes receivable, net	—		(152)
Accrued rental income, net	(42,965)		(48,901)
Prepaid expenses and other assets	(24,758)		6,326

Lease liabilities - operating leases	140		82
Accounts payable and accrued expenses	6,320		(18,636)
Accrued interest payable	7,314		2,036
Other liabilities	(21,773)		(37,732)
Tenant leasing costs	(47,651)		(40,561)
Total adjustments	371,371		172,439
Net cash provided by operating activities	613,183		616,639
Cash flows from investing activities:
Acquisitions of real estate	—		(727,835)
Construction in progress	(235,331)		(237,182)
Building and other capital improvements	(78,344)		(63,278)
Tenant improvements	(135,743)		(97,844)
Proceeds from sales of real estate	—		157,345
Proceeds from assignment fee	—		6,624
Capital contributions to unconsolidated joint ventures	(103,595)		(69,819)
Capital distributions from unconsolidated joint ventures	7,350		36,622
Investment in non-real estate investments	(733)		—
Issuance of related party note receivable	(10,500)		—
Proceeds from notes receivable	—		10,000
Investments in securities, net	2,032		5,197
Net cash used in investing activities	(554,864)		(980,170)


BOSTON PROPERTIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
	Six months ended June 30,
	2023		2022
Cash flows from financing activities:


Proceeds from unsecured senior notes	747,727		—

Borrowings on unsecured line of credit	—		340,000
Repayments of unsecured line of credit	—		(320,000)
Borrowings on unsecured term loan	1,200,000		730,000


Repayment of unsecured term loan	(730,000)		—
Deferred financing costs	(12,339)		(2,230)


Net activity from equity transactions	(39)		(366)
Dividends and distributions	(343,325)		(341,951)
Contributions from noncontrolling interests in property partnerships	7,555		849
Distributions to noncontrolling interests in property partnerships	(36,220)		(41,079)
Net cash provided by financing activities	833,359		365,223
Net increase in cash and cash equivalents and cash held in escrows	891,678		1,692
Cash and cash equivalents and cash held in escrows, beginning of period	736,812		501,158
Cash and cash equivalents and cash held in escrows, end of period	$	1,628,490	$	502,850

Reconciliation of cash and cash equivalents and cash held in escrows:
Cash and cash equivalents, beginning of period	$	690,333	$	452,692
Cash held in escrows, beginning of period	46,479		48,466
Cash and cash equivalents and cash held in escrows, beginning of period	$	736,812	$	501,158

Cash and cash equivalents, end of period	$	1,581,575	$	456,491
Cash held in escrows, end of period	46,915		46,359
Cash and cash equivalents and cash held in escrows, end of period	$	1,628,490	$	502,850

Supplemental disclosures:
Cash paid for interest	$	273,214	$	216,409
Interest capitalized	$	21,153	$	27,819

Non-cash investing and financing activities:
Write-off of fully depreciated real estate	$	(85,878)	$	(65,435)
Change in real estate included in accounts payable and accrued expenses	$	25,562	$	40,655
Construction in progress, net deconsolidated	$	—	$	(11,316)
Investment in unconsolidated joint ventures recorded upon deconsolidation	$	—	$	11,316











Dividends and distributions declared but not paid	$	171,465	$	170,937
Conversions of noncontrolling interests to stockholders’ equity	$	794	$	5,429
Issuance of restricted securities to employees and non-employee directors	$	47,885	$	47,198

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)
	June 30, 2023		December 31, 2022
ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $6,870,107 and $6,789,029 at June 30, 2023 and December 31, 2022, respectively)	$	25,396,457	$	25,022,149
Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at June 30, 2023 and December 31, 2022, respectively)	237,526		237,510
Right of use assets - operating leases	166,421		167,351
Less: accumulated depreciation (amounts related to VIEs of $(1,434,592) and $(1,381,401) at June 30, 2023 and December 31, 2022, respectively)	(6,448,665)		(6,180,474)
Total real estate	19,351,739		19,246,536
Cash and cash equivalents (amounts related to VIEs of $256,201 and $259,658 at June 30, 2023 and December 31, 2022, respectively)	1,581,575		690,333
Cash held in escrows	46,915		46,479
Investments in securities	33,481		32,277
Tenant and other receivables, net (amounts related to VIEs of $13,921 and $16,521 at June 30, 2023 and December 31, 2022, respectively)	91,968		81,389
Related party note receivable, net	88,834		78,576
Sales-type lease receivable, net	13,250		12,811
Accrued rental income, net (amounts related to VIEs of $382,622 and $367,138 at June 30, 2023 and December 31, 2022, respectively)	1,318,320		1,276,580
Deferred charges, net (amounts related to VIEs of $172,655 and $176,597 at June 30, 2023 and December 31, 2022, respectively)	710,820		733,282
Prepaid expenses and other assets (amounts related to VIEs of $13,534 and $11,647 at June 30, 2023 and December 31, 2022, respectively)	77,457		43,589
Investments in unconsolidated joint ventures	1,780,959		1,715,911
Total assets	$	25,095,318	$	23,957,763
LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $3,274,764 and $3,272,368 at June 30, 2023 and December 31, 2022, respectively)	$	3,274,764	$	3,272,368
Unsecured senior notes, net	10,985,395		10,237,968
Unsecured line of credit	—		—
Unsecured term loan, net	1,196,046		730,000
Lease liabilities - finance leases (amounts related to VIEs of $20,675 and $20,604 at June 30, 2023 and December 31, 2022, respectively)	251,874		249,335
Lease liabilities - operating leases	204,826		204,686
Accounts payable and accrued expenses (amounts related to VIEs of $57,852 and $29,466 at June 30, 2023 and December 31, 2022, respectively)	434,574		417,545
Dividends and distributions payable	171,465		170,643
Accrued interest payable	111,088		103,774

Other liabilities (amounts related to VIEs of $101,301 and $114,232 at June 30, 2023 and December 31, 2022, respectively)	418,813		450,918
Total liabilities	17,048,845		15,837,237
Commitments and contingencies (See Note 8)
Redeemable deferred stock units— 108,642 and 97,853 units outstanding at redemption value at June 30, 2023 and December 31, 2022, respectively	6,292		6,613


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for unit amounts)
	June 30, 2023		December 31, 2022
Noncontrolling interests:
Redeemable partnership units— 16,522,540 and 16,531,172 common units and 2,135,852 and 1,679,175 long term incentive units outstanding at redemption value at June 30, 2023 and December 31, 2022, respectively	1,135,053		1,280,886
Capital:
Boston Properties Limited Partnership partners’ capital— 1,755,118 and 1,749,682 general partner units and 155,098,282 and 155,008,185 limited partner units outstanding at June 30, 2023 and December 31, 2022, respectively	5,351,166		5,299,428
Accumulated other comprehensive loss	(3,406)		(13,718)
Total partners’ capital	5,347,760		5,285,710
Noncontrolling interests in property partnerships	1,557,368		1,547,317
Total capital	6,905,128		6,833,027
Total liabilities and capital	$	25,095,318	$	23,957,763

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 June 30,				Six months ended June 30,
	2023		2022		2023		2022
Revenue
Lease	$	761,733	$	721,899	$	1,518,608	$	1,440,019
Parking and other	26,984		30,346		50,993		52,080
Hotel	13,969		12,089		22,070		16,646
Development and management services	9,858		6,354		18,838		12,185
Direct reimbursements of payroll and related costs from management services contracts	4,609		3,239		9,844		7,304
Total revenue	817,153		773,927		1,620,353		1,528,234
Expenses
Operating
Rental	291,036		273,848		582,344		544,103
Hotel	8,161		6,444		14,832		11,284
General and administrative	44,175		34,665		99,977		77,859
Payroll and related costs from management services contracts	4,609		3,239		9,844		7,304
Transaction costs	308		496		1,219		496
Depreciation and amortization	200,895		181,416		407,767		357,302
Total expenses	549,184		500,108		1,115,983		998,348
Other income (expense)
Income (loss) from unconsolidated joint ventures	(6,668)		(54)		(14,237)		2,135
Gains on sales of real estate	—		99,608		—		122,992
Interest and other income (loss)	17,343		1,195		28,284		2,423
Other income - assignment fee	—		6,624		—		6,624
Gains (losses) from investments in securities	1,571		(4,716)		3,236		(6,978)
Unrealized gain on non-real estate investment	124		—		383		—
Interest expense	(142,473)		(104,142)		(276,680)		(205,370)
Net income	137,866		272,334		245,356		451,712
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships	(19,768)		(18,546)		(38,428)		(36,095)
Net income attributable to Boston Properties Limited Partnership	$	118,098	$	253,788	$	206,928	$	415,617



Basic earnings per common unit attributable to Boston Properties Limited Partnership
Net income	$	0.68	$	1.45	$	1.18	$	2.38
Weighted average number of common units outstanding	174,748		174,392		174,693		174,323
Diluted earnings per common unit attributable to Boston Properties Limited Partnership
Net income	$	0.67	$	1.45	$	1.18	$	2.38
Weighted average number of common and common equivalent units outstanding	175,140		174,864		175,009		174,736

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 June 30,				Six months ended June 30,
	2023		2022		2023		2022
Net income	$	137,866	$	272,334	$	245,356	$	451,712
Other comprehensive income:
Effective portion of interest rate contracts	14,965		35		8,427		7,600
Amortization of interest rate contracts (1)	1,674		1,677		3,349		3,353
Other comprehensive income	16,639		1,712		11,776		10,953
Comprehensive income	154,505		274,046		257,132		462,665
Comprehensive income attributable to noncontrolling interests	(19,912)		(18,690)		(38,716)		(36,383)
Comprehensive income attributable to Boston Properties Limited Partnership	$	134,593	$	255,356	$	218,416	$	426,282

(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)		Accumulated Other Comprehensive Loss		Noncontrolling Interests - Property Partnerships		Total Capital		Noncontrolling Interests - Redeemable Partnership Units

Equity, March 31, 2023	1,755	155,075	$	5,449,936	$	(18,214)	$	1,552,070	$	6,983,792	$	1,074,648
Net activity from contributions and unearned compensation	—	7	(110)		—		—		(110)		14,052
Allocated net income for the period	—	—	106,007		—		19,768		125,775		12,091
Distributions	—	—	(153,716)		—		—		(153,716)		(18,376)
Conversion of redeemable partnership units	—	16	599		—		—		599		(599)
Adjustment to reflect redeemable partnership units at redemption value	—	—	(51,550)		—		—		(51,550)		51,550
Effective portion of interest rate contracts	—	—	—		13,435		—		13,435		1,530
Amortization of interest rate contracts	—	—	—		1,373		144		1,517		157

Distributions to noncontrolling interests in property partnerships	—	—	—		—		(14,614)		(14,614)		—
Equity, June 30, 2023	1,755	155,098	$	5,351,166	$	(3,406)	$	1,557,368	$	6,905,128	$	1,135,053

Equity, March 31, 2022	1,749	154,962	$	3,914,832	$	(28,485)	$	1,548,455	$	5,434,802	$	2,347,834
Net activity from contributions and unearned compensation	1	4	4,418		—		—		4,418		13,607
Allocated net income for the period	—	—	228,088		—		18,546		246,634		25,700
Distributions	—	—	(153,592)		—		—		(153,592)		(17,939)
Conversion of redeemable partnership units	—	11	401		—		—		401		(401)
Adjustment to reflect redeemable partnership units at redemption value	—	—	722,283		—		—		722,283		(722,283)
Effective portion of interest rate contracts	—	—	—		31		—		31		4
Amortization of interest rate contracts	—	—	—		1,377		144		1,521		156

Distributions to noncontrolling interests in property partnerships	—	—	—		—		(14,439)		(14,439)		—
Equity, June 30, 2022	1,750	154,977	$	4,716,430	$	(27,077)	$	1,552,706	$	6,242,059	$	1,646,678


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)		Accumulated Other Comprehensive Loss		Noncontrolling Interests - Property Partnerships		Total Capital		Noncontrolling Interests - Redeemable Partnership Units



























Equity, December 31, 2022	1,750	155,008	$	5,299,428	$	(13,718)	$	1,547,317	$	6,833,027	$	1,280,886
Net activity from contributions and unearned compensation	5	69	3,922		—		—		3,922		38,025
Allocated net income for the period	—	—	185,759		—		38,428		224,187		21,169
Distributions	—	—	(307,409)		—		—		(307,409)		(36,737)
Conversion of redeemable partnership units	—	21	794		—		—		794		(794)
Adjustment to reflect redeemable partnership units at redemption value	—	—	168,672		—		—		168,672		(168,672)
Effective portion of interest rate contracts	—	—	—		7,565		—		7,565		862
Amortization of interest rate contracts	—	—	—		2,747		288		3,035		314
Contributions from noncontrolling interests in property partnerships	—	—	—		—		7,555		7,555		—
Distributions to noncontrolling interests in property partnerships	—	—	—		—		(36,220)		(36,220)		—
Equity, June 30, 2023	1,755	155,098	$	5,351,166	$	(3,406)	$	1,557,368	$	6,905,128	$	1,135,053

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	1	29	4,885		—		—		4,885		32,661
Allocated net income for the period	—	—	373,556		—		36,095		409,651		42,061
Distributions	—	—	(307,169)		—		—		(307,169)		(35,859)
Conversion of redeemable partnership units	3	149	5,429		—		—		5,429		(5,429)
Adjustment to reflect redeemable partnership units at redemption value	—	—	466,439		—		—		466,439		(466,439)
Effective portion of interest rate contracts	—	—	—		6,831		—		6,831		769
Amortization of interest rate contracts	—	—	—		2,754		288		3,042		311
Contributions from noncontrolling interests in property partnerships	—	—	—		—		849		849		—
Distributions to noncontrolling interests in property partnerships	—	—	—		—		(41,079)		(41,079)		—
Equity, June 30, 2022	1,750	154,977	$	4,716,430	$	(27,077)	$	1,552,706	$	6,242,059	$	1,646,678

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)
	Six months ended June 30,
	2023		2022
Cash flows from operating activities:
Net income	$	245,356	$	451,712
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	407,767		357,302
Amortization of right of use assets - operating leases	929		1,407
Non-cash compensation expense	41,524		36,195
Loss (income) from unconsolidated joint ventures	14,237		(2,135)
Distributions of net cash flow from operations of unconsolidated joint ventures	11,437		10,097
Losses (gains) from investments in securities	(3,236)		6,978
Allowance for current expected credit losses	264		(458)
Non-cash portion of interest expense	14,940		12,528
Other income - assignment fee	—		(6,624)
Gains on sales of real estate	—		(122,992)
Unrealized gain on non-real estate investment	(383)		—
Change in assets and liabilities:
Tenant and other receivables, net	3,721		10,167
Note receivable, net	—		(152)
Accrued rental income, net	(42,965)		(48,901)
Prepaid expenses and other assets	(24,758)		6,326
Lease liabilities - operating leases	140		82
Accounts payable and accrued expenses	6,320		(18,636)
Accrued interest payable	7,314		2,036
Other liabilities	(21,773)		(37,732)
Tenant leasing costs	(47,651)		(40,561)
Total adjustments	367,827		164,927
Net cash provided by operating activities	613,183		616,639
Cash flows from investing activities:
Acquisitions of real estate	—		(727,835)
Construction in progress	(235,331)		(237,182)
Building and other capital improvements	(78,344)		(63,278)
Tenant improvements	(135,743)		(97,844)
Proceeds from sales of real estate	—		157,345
Proceeds from assignment fee	—		6,624
Capital contributions to unconsolidated joint ventures	(103,595)		(69,819)
Capital distributions from unconsolidated joint ventures	7,350		36,622

Investment in non-real estate investments	(733)		—
Issuance of related party note receivable	(10,500)		—
Proceeds from notes receivable	—		10,000
Investments in securities, net	2,032		5,197
Net cash used in investing activities	(554,864)		(980,170)


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
	Six months ended June 30,
	2023		2022
Cash flows from financing activities:


Proceeds from unsecured senior notes	747,727		—

Borrowings on unsecured line of credit	—		340,000
Repayments of unsecured line of credit	—		(320,000)
Borrowings on unsecured term loan	1,200,000		730,000
Repayment of unsecured term loan	(730,000)		—


Deferred financing costs	(12,339)		(2,230)


Net activity from equity transactions	(39)		(366)
Distributions	(343,325)		(341,951)
Contributions from noncontrolling interests in property partnerships	7,555		849
Distributions to noncontrolling interests in property partnerships	(36,220)		(41,079)
Net cash provided by financing activities	833,359		365,223
Net increase in cash and cash equivalents and cash held in escrows	891,678		1,692
Cash and cash equivalents and cash held in escrows, beginning of period	736,812		501,158
Cash and cash equivalents and cash held in escrows, end of period	$	1,628,490	$	502,850

Reconciliation of cash and cash equivalents and cash held in escrows:
Cash and cash equivalents, beginning of period	$	690,333	$	452,692
Cash held in escrows, beginning of period	46,479		48,466
Cash and cash equivalents and cash held in escrows, beginning of period	$	736,812	$	501,158

Cash and cash equivalents, end of period	$	1,581,575	$	456,491
Cash held in escrows, end of period	46,915		46,359
Cash and cash equivalents and cash held in escrows, end of period	$	1,628,490	$	502,850

Supplemental disclosures:
Cash paid for interest	$	273,214	$	216,409
Interest capitalized	$	21,153	$	27,819

Non-cash investing and financing activities:
Write-off of fully depreciated real estate	$	(84,629)	$	(65,435)
Change in real estate included in accounts payable and accrued expenses	$	25,562	$	40,655
Construction in progress, net deconsolidated	$	—	$	(11,316)
Investment in unconsolidated joint ventures recorded upon deconsolidation	$	—	$	11,316










Distributions declared but not paid	$	171,465	$	170,937
Conversions of redeemable partnership units to partners’ capital	$	794	$	5,429
Issuance of restricted securities to employees and non-employee directors	$	47,885	$	47,198

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 June 30, 2023 owned an approximate 89.4% (89.6% at December 31, 2022) general and limited partnership interest in BPLP. Unless stated otherwise or the context requires, the “Company” refers to BXP and its subsidiaries, including BPLP and its consolidated subsidiaries. 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 - 2023 multi-year, long-term incentive program awards (also referred to as “MYLTIP Units”), each of which, upon the satisfaction of certain performance-based and time-based vesting conditions, is convertible into one OP Unit. The three-year measurement periods for the 2012 OPP Units and the 2013 - 2020 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 2021 - 2023 MYLTIP Units differ from other LTIP Units granted to employees (including the 2012 OPP Units and the 2013 - 2020 MYLTIP Units, which have been earned). Therefore, unless specifically noted otherwise, all references to LTIP Units exclude the 2021 - 2023 MYLTIP Units. LTIP Units (including the earned 2012 OPP Units and the earned 2013 - 2020 MYLTIP Units), whether vested or not, will receive the same quarterly per unit distributions as OP Units, which equal per share dividends on Common Stock (See Notes 9 and 13).

Properties

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

170 office and life sciences properties (including 10 properties under construction/redevelopment);
14 retail properties (including two properties under construction/redevelopment);
six residential properties (including one property under construction); and
one hotel.

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

2. 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, 2022.

The Company bases its estimates on historical experience and on various other assumptions that it considers to be reasonable under the circumstances, including the impact of extraordinary events such as the coronavirus (“COVID-19”) pandemic, the results of which form the basis for making significant judgments about the carrying values of assets and liabilities, assessments of future collectability, and other areas of the financial statements that are impacted by the use of estimates. 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 assets of each VIE are only available to satisfy such VIE's respective liabilities. The Company has identified six entities that are VIEs as of June 30, 2023 and has determined that it is the primary beneficiary for all of these entities as of June 30, 2023.

Consolidated Variable Interest Entities

As of June 30, 2023, BXP has identified six consolidated VIEs, including BPLP. Excluding BPLP, the VIEs consisted of the following five in-service properties: 767 Fifth Avenue (the General Motors Building), Times Square Tower, 601 Lexington Avenue, Atlantic Wharf Office Building and 100 Federal Street.

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 9).

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.

Fair Value Measurements

The Company follows the authoritative guidance for fair value measurements.

The table below presents for June 30, 2023 and December 31, 2022, the financial instruments that are being valued for disclosure purposes as well as the Level at which they are categorized (as defined in Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”).


Financial Instrument			Level
Unsecured senior notes (1)			Level 1
Related party note receivable			Level 3
Sales-type lease receivable			Level 3
Mortgage notes payable			Level 3
Unsecured line of credit			Level 3
Unsecured term loan			Level 3

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

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

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

The following table presents the aggregate carrying value of the Company’s related party note receivable, net, sales-type lease receivable, net, mortgage notes payable, net, unsecured senior notes, net, unsecured line of credit and unsecured term loan, net and the Company’s corresponding estimate of fair value as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023				December 31, 2022
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Related party note receivable, net	$	88,834	$	90,500	$	78,576	$	79,220
Sales-type lease receivable, net	13,250		13,173		12,811		13,045
Total	$	102,084	$	103,673	$	91,387	$	92,265

Mortgage notes payable, net	$	3,274,764	$	2,765,657	$	3,272,368	$	2,744,479
Unsecured senior notes, net	10,985,395		9,751,688		10,237,968		9,135,512
Unsecured line of credit	—		—		—		—
Unsecured term loan, net	1,196,046		1,194,895		730,000		730,000
Total	$	15,456,205	$	13,712,240	$	14,240,336	$	12,609,991

In addition to the financial instruments noted above, the Company uses interest rate swap agreements to manage its interest rate risk (See Note 7). The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of June 30, 2023, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

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


Fair value						June 30, 2023						December 31, 2022
Interest rate swaps						$	6,445					$	—

3. Real Estate

BXP

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


	June 30, 2023		December 31, 2022
Land	$	5,189,287	$	5,189,811
Right of use assets - finance leases	237,526		237,510
Right of use assets - operating leases	166,421		167,351
Land held for future development (1)	637,191		721,501
Buildings and improvements	16,054,447		15,820,724
Tenant improvements	3,345,766		3,200,743
Furniture, fixtures and equipment	53,181		50,310
Construction in progress	482,850		406,574
Total	26,166,669		25,794,524
Less: Accumulated depreciation	(6,568,568)		(6,298,082)
	$	19,598,101	$	19,496,442

(1)Includes pre-development costs.

BPLP

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


	June 30, 2023		December 31, 2022
Land	$	5,094,578	$	5,095,102
Right of use assets - finance leases	237,526		237,510
Right of use assets - operating leases	166,421		167,351
Land held for future development (1)	637,191		721,501
Buildings and improvements	15,782,891		15,547,919
Tenant improvements	3,345,766		3,200,743
Furniture, fixtures and equipment	53,181		50,310
Construction in progress	482,850		406,574
Total	25,800,404		25,427,010
Less: Accumulated depreciation	(6,448,665)		(6,180,474)
	$	19,351,739	$	19,246,536

(1)Includes pre-development costs.

Developments/Redevelopments

On January 5, 2023, the Company commenced the development of 290 Binney Street, an approximately 566,000 net rentable square foot laboratory/life sciences project in Cambridge, Massachusetts. Concurrent with the commencement of this project, the Kendall Center Blue Parking Garage was taken out of service and demolished to support the development of this project. 290 Binney Street is 100% pre-leased to AstraZeneca.

On January 30, 2023, the Company commenced the redevelopment of 300 Binney Street at Kendall Center in Cambridge, Massachusetts. 300 Binney Street consisted of an approximately 195,000 net rentable square foot premier workplace that is being redeveloped into approximately 236,000 net rentable square feet of laboratory/life sciences space. BXP and BPLP recognized approximately $11.0 million of depreciation expense during the six months ended June 30, 2023 associated with the acceleration of depreciation on the assets being removed from service and demolished as part of the redevelopment of the property. The project is 100% pre-leased to the Broad Institute.

On April 29, 2023, the Company completed and fully placed in-service 2100 Pennsylvania Avenue, a premier workplace project with approximately 476,000 net rentable square feet located in Washington, DC.

On June 1, 2023, the Company completed and fully placed in-service its View Boston Observatory at The Prudential Center, a redevelopment of the top three floors of 800 Boylston Street - The Prudential Center, located in Boston, Massachusetts. View Boston Observatory at The Prudential Center consists of approximately 63,000 net rentable square feet of retail, including food and beverage, and observation space.

4. Leases

The Company estimates the collectability of its accrued rent and accounts receivable balances related to lease revenue. When evaluating the collectability of these accrued rent and accounts receivable balances, management considers tenant creditworthiness, current economic trends, including the impact of the COVID-19 pandemic on tenants’ businesses, and changes in tenants’ payment patterns, on a lease-by-lease basis. If the Company determines that the accrued rent and/or accounts receivable balances are no longer probable of collection then the balances are written-off and the lease is recognized on a cash basis.

If applicable, information related to write-offs of accrued rent, net balances and accounts receivable, net balances and reinstatements of accrued rent balances for the Company’s unconsolidated joint ventures can be found in Note 5.

Lessor

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


	Three months ended June 30,				Six months ended June 30,
Lease Revenue	2023		2022		2023		2022
Fixed contractual payments	$	629,189	$	601,351	$	1,250,835	$	1,200,958
Variable lease payments	132,315		120,548		267,318		239,061
Sales-type lease income	229		—		455		—
	$	761,733	$	721,899	$	1,518,608	$	1,440,019

5. Investments in Unconsolidated Joint Ventures

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


					Carrying Value of Investment (1)
Entity	Properties	Nominal % Ownership			June 30, 2023		December 31, 2022
					(in thousands)
Square 407 Limited Partnership	Market Square North	50.00	%		$	(6,053)	$	(6,198)
BP/CRF Metropolitan Square LLC	Metropolitan Square	20.00	%		(37,654)		(37,629)
901 New York, LLC	901 New York Avenue	25.00	%	(2)	(12,150)		(12,493)
WP Project Developer LLC	Wisconsin Place Land and Infrastructure	33.33	%	(3)	31,398		31,971
500 North Capitol Venture LLC	500 North Capitol Street, NW	30.00	%		(8,559)		(9,185)
501 K Street LLC	1001 6th Street	50.00	%		43,443		42,922
Podium Developer LLC	The Hub on Causeway - Podium	50.00	%		44,542		46,839
Residential Tower Developer LLC	Hub50House	50.00	%		44,214		45,414
Hotel Tower Developer LLC	The Hub on Causeway - Hotel Air Rights	50.00	%		12,750		12,366
Office Tower Developer LLC	100 Causeway Street	50.00	%		59,550		59,716
1265 Main Office JV LLC	1265 Main Street	50.00	%		3,583		3,465
BNY Tower Holdings LLC	Dock 72	50.00	%	(4)	(13,511)		(19,921)

CA-Colorado Center, LLC	Colorado Center	50.00	%		235,846		233,862
7750 Wisconsin Avenue LLC	7750 Wisconsin Avenue	50.00	%		50,789		52,152
BP-M 3HB Venture LLC	3 Hudson Boulevard	25.00	%		115,878		116,397
SMBP Venture LP	Santa Monica Business Park	55.00	%		161,368		164,735
Platform 16 Holdings LP	Platform 16	55.00	%	(5)	184,642		158,109
Gateway Portfolio Holdings LLC	Gateway Commons	50.00	%		349,055		324,038
Rosecrans-Sepulveda Partners 4, LLC	Beach Cities Media Campus	50.00	%		27,013		27,000
Safeco Plaza REIT LLC	Safeco Plaza	33.67	%	(6)	70,331		69,785
360 PAS Holdco LLC	360 Park Avenue South	42.21	%	(7)	112,219		114,992
PR II/BXP Reston Gateway LLC	Reston Next Residential	20.00	%		11,796		11,351
751 Gateway Holdings LLC	751 Gateway	49.00	%		89,025		80,714
200 Fifth Avenue JV LLC	200 Fifth Avenue	26.69	%		116,335		120,083
ABXP Worldgate Investments LLC	13100 and 13150 Worldgate Drive	50.00	%		17,182		N/A
					$	1,703,032	$	1,630,485

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

(2)The Company’s economic ownership has increased based on the achievement of certain return thresholds. At June 30, 2023 and December 31, 2022, the Company’s economic ownership was approximately 50%.

(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)This property includes net equity balances from the amenity joint venture.

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

(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 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 through which each partner owns its interest in the joint venture. The Company’s partners will fund required capital until their aggregate investment is approximately 58% of all capital contributions; thereafter, the partners will fund required capital according to their percentage interests.

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:


	June 30, 2023		December 31, 2022
	(in thousands)
ASSETS
Real estate and development in process, net (1)	$	6,748,400	$	6,537,554
Other assets	779,220		756,786
Total assets	$	7,527,620	$	7,294,340
LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY
Mortgage and notes payable, net	$	4,056,181	$	4,022,746
Other liabilities (2)	724,078		716,271
Members’/Partners’ equity	2,747,361		2,555,323
Total liabilities and members’/partners’ equity	$	7,527,620	$	7,294,340
Company’s share of equity	$	1,301,827	$	1,238,929
Basis differentials (3)	401,205		391,556
Carrying value of the Company’s investments in unconsolidated joint ventures (4)	$	1,703,032	$	1,630,485

(1)At June 30, 2023 and December 31, 2022, this amount included right of use assets - finance leases totaling approximately $248.9 million. At June 30, 2023 and December 31, 2022, this amount included right of use assets - operating leases totaling approximately $20.6 million and $21.2 million, respectively.

(2)At June 30, 2023 and December 31, 2022, this amount included lease liabilities - finance leases totaling approximately $379.7 million and $382.2 million, respectively. At June 30, 2023 and December 31, 2022, this amount included lease liabilities - operating leases totaling approximately $30.5 million.

(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:


	June 30, 2023		December 31, 2022
Property	(in thousands)
Colorado Center	$	300,370	$	301,820
200 Fifth Avenue	96,837		94,497
Gateway Commons	48,078		47,808
Dock 72	(97,232)		(98,980)

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

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

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


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
	(in thousands)
Total revenue (1)	$	164,771	$	120,871	$	316,194	$	245,362
Expenses
Operating	61,023		45,353		118,229		90,994
Transaction costs	27		811		101		811
Depreciation and amortization	51,233		43,293		101,211		87,957
Total expenses	112,283		89,457		219,541		179,762
Other income (expense)
Loss from early extinguishment of debt	(3)		—		(3)		(1,327)
Interest expense	(58,799)		(32,219)		(116,049)		(62,592)
Unrealized gain on derivative instruments	14,457		—		3,847		—

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

Company’s share of net income (loss)	$	639	$	1,082	$	(6,263)	$	4,476


Basis differential (2)	(7,307)		(1,136)		(7,974)		(2,341)
Income (loss) from unconsolidated joint ventures	$	(6,668)	$	(54)	$	(14,237)	$	2,135

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

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

On January 31, 2023, the Company acquired a 50% interest in a joint venture that owns 13100 and 13150 Worldgate Drive located in Herndon, Virginia for a gross purchase price of approximately $17.0 million. The acquisition was completed with available cash. 13100 and 13150 Worldgate Drive consists of two vacant office buildings aggregating approximately 350,000 rentable square feet and a 1,200-space structured parking deck situated on a 10-acre site. The joint venture intends to redevelop the property for residential use. There can be no assurance that the joint venture will commence the development as currently contemplated or at all.

On April 21, 2023, a joint venture in which the Company owns a 50% interest exercised an option to extend the maturity date of the construction loan collateralized by its 7750 Wisconsin Avenue property. Prior to the extension, the loan had a total commitment amount of approximately $252.6 million, bore interest at a variable rate equal to London interbank offered rate (“LIBOR”) plus 1.25% per annum and was scheduled to mature on April 26, 2023, with two, one-year extension options, subject to certain conditions. The extended loan continued to bear interest at LIBOR plus 1.25% per annum through June 1, 2023 after which, the interest rate was converted to a variable rate equal to Term Secured Overnight Finance Rate (“SOFR”) plus 1.35% per annum. The extended loan now matures on April 26, 2024, with a one-year extension option, subject to certain conditions. 7750 Wisconsin Avenue is a premier workplace with approximately 734,000 net rentable square feet located in Bethesda, Maryland.

On June 5, 2023, a joint venture in which the Company owns a 30% interest repaid the existing construction loan collateralized by its 500 North Capitol Street, NW property and obtained new mortgage loans with related parties. At the time of the pay off, the outstanding balance of the loan totaled approximately $105.0 million and the loan was scheduled to mature on June 6, 2023. The new mortgage loans have an aggregate principal balance of $105.0 million, bear interest at a weighted average fixed rate of 6.83% per annum and mature on June 5, 2026. The Company’s portion of the mortgage loans, $10.5 million, has been reflected as a Related Party Note

Receivable on the Company’s Consolidated Balance Sheets. 500 North Capitol Street, NW is an approximately 231,000 net rentable square foot premier workplace in Washington, DC.

On June 28, 2023, a joint venture in which the Company owns a 25% interest exercised an option to extend by 30 days the maturity date of the loan collateralized by its 3 Hudson Boulevard property. At the time of the modification, the outstanding balance of the loan totaled $80.0 million, bore interest at a variable rate equal to LIBOR plus 3.50% per annum and was scheduled to mature on July 13, 2023, with two extension options (30 days and 180 days, respectively), subject to certain conditions. The modified loan continued to bear interest at a variable rate equal to LIBOR plus 3.50% per annum for the period from June 28, 2023 through July 6, 2023. As of June 30, 2023, the loan had approximately $23.2 million of accrued interest due at the maturity date, August 13, 2023. For the period commencing on July 7, 2023 through the maturity date, the modified loan will bear interest at a variable rate equal to Term SOFR plus approximately 3.61% per annum. The modified loan now matures on August 13, 2023, with one 180 days extension option, subject to certain conditions. 3 Hudson Boulevard consists of land and improvements held for future development located in New York, New York.

During the three months ended June 30, 2023, a joint venture in which the Company has a 55% interest elected to pause vertical construction on Platform 16 in San Jose, California. Platform 16 was planned to be constructed in phases to best accommodate market demand. The first phase of the development project included the construction of an approximately 390,000 net rentable square foot premier workplace building and below-grade parking garage. The joint venture intends to complete the construction of the below-grade parking garage and building foundation elements over the next several months to facilitate a restart of construction in the future as demand improves.

6. Debt

Unsecured Senior Notes

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


	Coupon/Stated Rate		Effective Rate(1)		Principal Amount		Maturity Date(2)
10.5 Year Unsecured Senior Notes	3.125	%	3.279	%	$	500,000	September 1, 2023
10.5 Year Unsecured Senior Notes	3.800	%	3.916	%	700,000		February 1, 2024
7 Year Unsecured Senior Notes	3.200	%	3.350	%	850,000		January 15, 2025
10 Year Unsecured Senior Notes	3.650	%	3.766	%	1,000,000		February 1, 2026
10 Year Unsecured Senior Notes	2.750	%	3.495	%	1,000,000		October 1, 2026
5 Year Unsecured Senior Notes	6.750	%	6.924	%	750,000		December 1, 2027
10 Year Unsecured Senior Notes	4.500	%	4.628	%	1,000,000		December 1, 2028
10 Year Unsecured Senior Notes	3.400	%	3.505	%	850,000		June 21, 2029
10.5 Year Unsecured Senior Notes	2.900	%	2.984	%	700,000		March 15, 2030
10.75 Year Unsecured Senior Notes	3.250	%	3.343	%	1,250,000		January 30, 2031
11 Year Unsecured Senior Notes	2.550	%	2.671	%	850,000		April 1, 2032
12 Year Unsecured Senior Notes	2.450	%	2.524	%	850,000		October 1, 2033
10.7 Year Unsecured Senior Notes	6.500	%	6.619	%	750,000		January 15, 2034
Total principal					11,050,000
Less:
Net unamortized discount					14,831
Deferred financing costs, net					49,774
Total					$	10,985,395

(1)Yield on issuance date including the effects of discounts on the notes, settlements of interest rate contracts and the amortization of financing costs.

(2)No principal amounts are due prior to maturity.

On May 15, 2023, BPLP completed a public offering of $750.0 million in aggregate principal amount of its 6.500% unsecured senior notes due 2034. The notes were priced at 99.697% of the principal amount to yield an effective rate (including financing fees) of approximately 6.619% per annum to maturity. The notes will mature on January 15, 2034, unless earlier redeemed. The aggregate net proceeds from the offering were approximately $741.3 million after deducting underwriting discounts and transaction expenses.

The indenture relating to the unsecured senior notes contains certain financial restrictions and requirements, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 50%, (3) an interest coverage ratio of greater than 1.50, and (4) an unencumbered asset value of not less than 150% of unsecured debt. At June 30, 2023, BPLP was in compliance with each of these financial restrictions and requirements.

Unsecured Credit Facility

On June 1, 2023, BPLP amended its unsecured credit facility (as amended, the “2021 Credit Facility”) to replace the LIBOR-based daily floating rate option with a SOFR-based daily floating rate option and to add options for SOFR-based term floating rates and rates for alternative currency loans. In addition, the amendment added a SOFR credit spread adjustment of 0.10%. Other than the foregoing, the material terms of the 2021 Credit Facility remain unchanged.

The 2021 Credit Facility provides for borrowings of up to $1.5 billion through BPLP’s revolving facility (the “Revolving Facility”), subject to customary conditions. The 2021 Credit Facility matures on June 15, 2026 and includes a sustainability-linked pricing component. Under the 2021 Credit Facility, BPLP may increase the total commitment by up to $500.0 million by increasing the amount of the Revolving Facility and/or by incurring one or more term loans, in each case, subject to syndication of the increase and other conditions.

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

The 2021 Credit Facility also features a sustainability-linked pricing component such that if BPLP meets certain sustainability performance targets, the applicable per annum interest rate will be reduced by one basis point. In addition, the 2021 Credit Facility contains a competitive bid option for up to 65% of the Revolving Facility that allows banks that are part of the lender consortium to bid to make loan advances to BPLP at a reduced interest rate.

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

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

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

Unsecured Term Loan

On January 4, 2023, BPLP entered into a credit agreement that provided for a $1.2 billion unsecured term loan facility (the “2023 Unsecured Term Loan”). Under the credit agreement, BPLP may, at any time prior to the maturity date, increase total commitments by up to an additional $300.0 million in aggregate principal amount by increasing the existing 2023 Unsecured Term Loan or incurring one or more additional term loans, in each case, subject to syndication of the increase and other conditions. The 2023 Unsecured Term Loan matures on May 16, 2024, with one 12-month extension option, subject to customary conditions. Upon entry into the credit agreement, BPLP exercised its option to draw $1.2 billion under the 2023 Unsecured Term Loan, a portion of which was used to repay in full the $730.0 million outstanding under its prior unsecured credit agreement (the “2022 Unsecured Term Loan”), which was scheduled to mature on May 16, 2023. There was no prepayment penalty associated with the

repayment of the 2022 Unsecured Term Loan.

At BPLP’s option, loans under the 2023 Unsecured Term Loan will bear interest at a rate per annum equal to (1) a base rate equal to the greatest of (a) the Federal Funds rate plus 0.5%, (b) the administrative agent’s prime rate, (c) Term SOFR for a one-month period plus 1.00%, and (d) 1.00%, in each case, plus a margin ranging from 0 to 60 basis points based on BPLP’s credit rating; or (2) a rate equal to adjusted Term SOFR with a one-month period plus a margin ranging from 75 to 160 basis points based on BPLP’s credit rating. Based on BPLP’s credit rating upon entry into the credit agreement, the base rate margin is 0 basis points and the Term SOFR margin is 0.85%. As of June 30, 2023, the 2023 Unsecured Term Loan bears interest at a rate equal to adjusted Term SOFR plus 0.85% (see Note 7*)*. At June 30, 2023, BPLP had $1.2 billion outstanding under the 2023 Unsecured Term Loan.

2021 Credit Facility and 2023 Unsecured Term Loan Compliance

The agreements governing the 2021 Credit Facility and 2023 Unsecured Term Loan contain customary representations and warranties, affirmative and negative covenants and events of default provisions, including the failure to pay indebtedness, breaches of covenants and bankruptcy and other insolvency events, which could result in the acceleration of the obligation to repay, in the case of the 2021 Credit Facility, all outstanding amounts and the cancellation of all commitments outstanding under the 2021 Credit Facility and, in the case of the 2023 Unsecured Term Loan, any outstanding amount under the 2023 Unsecured Term Loan. Among other covenants, the 2021 Credit Facility and the 2023 Unsecured Term Loan require that BPLP maintain on an ongoing basis: (1) a leverage ratio not to exceed 60%, however, the leverage ratio may increase to no greater than 65% provided that it is reduced back to 60% within one year, (2) a secured debt leverage ratio not to exceed 55%, (3) a fixed charge coverage ratio of at least 1.40, (4) an unsecured debt leverage ratio not to exceed 60%, however, the unsecured debt leverage ratio may increase to no greater than 65% provided that it is reduced to 60% within one year, (5) an unsecured debt interest coverage ratio of at least 1.75 and (6) limitations on permitted investments. At June 30, 2023, BPLP was in compliance with each of these financial and other covenant requirements.

7. Derivative Instruments and Hedging Activities

On May 2, 2023, BPLP entered into four interest rate swap contracts with notional amounts aggregating $1.2 billion. BPLP entered into these interest rate swap contracts to reduce its exposure to the variability in future cash flows attributable to changes in the 2023 Unsecured Term Loan interest rate. These interest rate swaps were entered into to fix Term SOFR, the reference rate for BPLP’s 2023 Unsecured Term Loan, at a weighted-average rate of 4.6420% for the period commencing on May 4, 2023 and ending on May 16, 2024 (see Note 6*)*. For the period from May 4, 2023 through June 30, 2023, the Company recognized approximately $(0.9) million of interest expense related to its interest rate swap contracts.

BPLP assesses the effectiveness of its hedges both at inception and on an ongoing basis. If the hedges are deemed to be effective, the fair value is recorded in “Accumulated other comprehensive loss” in the Company’s Consolidated Balance Sheets and is subsequently reclassified into “Interest expense” in the Company’s Consolidated Statements of Operations in the period that the hedged forecasted transactions affect earnings. BPLP’s derivative financial instruments are cash flow hedges that are designated as effective hedges, and are carried at their estimated fair value on a recurring basis (See Note 2). The Company did not incur any ineffectiveness during the three months ended June 30, 2023.

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


Derivative Instrument	Aggregate Notional Amount				Strike Rate Range						Balance Sheet Location
	Effective Date		Maturity Date	Low	High					Fair Value
Interest Rate Swaps	$	1,200,000	May 4, 2023	May 16, 2024	4.638	%	—	4.646	%		Prepaid expenses and other assets	$	6,445

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


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Amount of gain (loss) related to the effective portion recognized in other comprehensive income (1)	$	14,965	$	35	$	8,427	$	7,600


Amount of gain (loss) related to the effective portion subsequently reclassified to earnings (2)	$	1,674	$	1,677	$	3,349	$	3,353
Amount of gain (loss) relate do the ineffective portion and amount excluded from effectiveness testing	$	—	$	—	$	—	$	—

(1)Includes the Company’s share of gain (loss) related to the effective portion of derivatives outstanding at its unconsolidated joint venture properties.

(2)Consists of amounts from previous interest rate programs.

BPLP has formally documented all of its relationships between hedge instruments and hedging items, as well as its risk-management objectives and strategy for undertaking various hedge transactions. While management believes its judgments are reasonable, a change in a derivative's effectiveness as a hedge could materially affect expenses, net income (loss) and equity.

BPLP’s agreements with the swap derivative counterparties contain provisions whereby if BPLP defaults on the underlying indebtedness, including defaults where repayment of the indebtedness has not been accelerated by the lender, then BPLP could also be declared in default of the swap derivative obligation. As of June 30, 2023, the Company had not posted any collateral related to the agreements.

8. 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 $21.6 million at June 30, 2023.

Certain of the Company’s joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint ventures. 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 June 30, 2023, the maximum funding obligation under the guarantee was approximately $11.2 million. The Company earns a fee from the joint venture for providing the guarantee and has an agreement with the outside partners to reimburse the joint venture for their share of any payments made under the guarantee. As of June 30, 2023, no amounts related to the guarantee were recorded as liabilities in the Company’s consolidated financial statements.

In connection with the development of the Company’s 290 Binney Street project located in Cambridge, Massachusetts, which commenced on January 5, 2023 (see Note 3), the Cambridge Zoning Ordinance requires that

a building permit for the construction of a residential project of at least 400,000 square feet be issued prior to or concurrently with the issuance of a building permit for the commercial building. 290 Binney Street and the residential project are components of the Company’s future life sciences development project located in the heart of Kendall Square in Cambridge, Massachusetts. When completed the Company expects the project will consist of two premier workplace properties aggregating approximately 1.1 million rentable square feet of life sciences space and the approximately 400,000 square foot residential building. The commencement of construction of each phase of the overall project is subject to various conditions, some of which are not within the Company’s control. There can be no assurance that the conditions will be satisfied or that the Company will commence the development of the remaining phases on the terms and schedule currently contemplated or at all.

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 5% of the value of the affected property. In addition, the Company currently carries earthquake insurance which covers its Seattle region with a $110 million per occurrence limit, and a $110 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.

9. 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 June 30, 2023, the noncontrolling interests in BPLP consisted of 16,522,540 OP Units, 2,135,852 LTIP Units (including 514,715 LTIP Units earned by employees under the Company’s multi-year long-term incentive awards granted between 2012 and 2020 (i.e., 2012 OPP and 2013 - 2020 MYLTIP awards)), 349,267 2021 MYLTIP Units, 252,151 2022 MYLTIP Units and 322,053 2023 MYLTIP Units held by parties other than BXP.

Noncontrolling Interest—Common Units

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

At June 30, 2023, BPLP had outstanding 349,267 2021 MYLTIP Units, 252,151 2022 MYLTIP Units and 322,053 2023 MYLTIP Units. Prior to the end of the respective three-year performance period for each plan, holders of MYLTIP Units are entitled to receive per unit distributions equal to one-tenth (10%) of the regular quarterly distributions payable on an OP Unit, but will not be entitled to receive any special distributions. After the three-year performance period for each plan has ended, (1) the number of MYLTIP Units, both vested and unvested, that MYLTIP award recipients have earned, if any, based on the establishment of a performance pool, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on an OP Unit and (2) with respect to the 2021 - 2023 MYLTIP, the Company will make a “catch-up” cash payment on the MYLTIP Units that are ultimately earned in an amount equal to the regular and special dividends, if any, declared during the performance period on Common Stock, less the distributions actually paid during the performance period on all of the awarded 2021 - 2023 MYLTIP Units.

On February 3, 2023, the measurement period for the Company’s 2020 MYLTIP awards ended and, based on BXP’s relative TSR performance, the final payout was determined to be 50% of target, or an aggregate of approximately $3.8 million (after giving effect to employee separations). As a result, an aggregate of 152,460 2020 MYLTIP Units that had been previously granted were automatically forfeited.

The following table presents BPLP’s distributions on the OP Units and LTIP Units (including the 2012 OPP Units, 2013 - 2019 MYLTIP Units and, after the February 3, 2023 measurement date, the 2020 MYLTIP Units) and its distributions on the 2020 MYLTIP Units (prior to the February 3, 2023 measurement date) and 2021 - 2023 MYLTIP Units (after the February 7, 2023 issuance date of the 2023 MYLTIP Units) that occurred during the six months ended June 30, 2023:


Record Date	Payment Date	Distributions per OP Unit and LTIP Unit	Distributions per MYLTIP Unit
June 30, 2023	July 31, 2023	$0.98	$0.098
March 31, 2023	April 28, 2023	$0.98	$0.098




December 30, 2022	January 30, 2023	$0.98	$0.098

The following table presents BPLP’s distributions on the OP Units and LTIP Units (including the 2012 OPP Units, 2013 - 2018 MYLTIP Units and, after the February 4, 2022 measurement date, the 2019 MYLTIP Units) and its distributions on the 2019 MYLTIP Units (prior to the February 4, 2022 measurement date) and 2020 - 2022 MYLTIP Units (after the February 1, 2022 issuance date of the 2022 MYLTIP Units) that occurred during the six months ended June 30, 2022:


Record Date	Payment Date	Distributions per OP Unit and LTIP Unit	Distributions per MYLTIP Unit
June 30, 2022	July 29, 2022	$0.98	$0.098
March 31, 2022	April 29, 2022	$0.98	$0.098
December 31, 2021	January 28, 2022	$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 (other than OP Units owned by BXP), and LTIP Units (including the 2012 OPP Units and 2013 - 2020 MYLTIP Units), assuming in each case that all conditions had been met for the conversion thereof, had all of such units been redeemed at June 30, 2023 was approximately $1.1 billion based on the last reported price of a share of Common Stock on the New York Stock Exchange of $57.59 per share on June 30, 2023.

Noncontrolling Interests—Property Partnerships

The noncontrolling interests in property partnerships consist of the outside equity interests in ventures that are consolidated with the financial results of the Company because the Company exercises control over the entities that own the properties. The equity interests in these ventures that are not owned by the Company, totaling approximately $1.6 billion and $1.5 billion at June 30, 2023 and December 31, 2022, respectively, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

10. Stockholders’ Equity / Partners’ Capital

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

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

On May 17, 2023, BXP renewed its “at the market” (“ATM”) stock offering program through which it may sell from time to time up to an aggregate of $600.0 million of its Common Stock through sales agents over a three-year period. 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 May 22, 2023. 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 six months ended June 30, 2023, BXP did not issue any shares of Common Stock upon the exercise of options to purchase Common Stock. As a result of the applicable exercise period ending, 103,641 options were forfeited during the six months ended June 30, 2023. As of June 30, 2023, BXP no longer has any outstanding options.

During the six months ended June 30, 2023, BXP issued 21,346 shares of Common Stock in connection with the redemption of an equal number of redeemable OP Units from limited partners.

The following table presents BXP’s dividends per share and BPLP’s distributions per OP Unit and LTIP Unit paid or declared in 2023 and during the six months ended June 30, 2022:


Record Date	Payment Date	Dividend (Per Share)	Distribution (Per Unit)
June 30, 2023	July 31, 2023	$0.98	$0.98
March 31, 2023	April 28, 2023	$0.98	$0.98
December 30, 2022	January 30, 2023	$0.98	$0.98


June 30, 2022	July 29, 2022	$0.98	$0.98
March 31, 2022	April 29, 2022	$0.98	$0.98
December 31, 2021	January 28, 2022	$0.98	$0.98

11. Segment Information

The following tables present reconciliations of Net Income Attributable to Boston Properties, Inc. to the Company’s share of Net Operating Income and Net Income Attributable to Boston Properties Limited Partnership to the Company’s share of Net Operating Income for the three and six months ended June 30, 2023 and 2022.

BXP


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
	(in thousands)
Net income attributable to Boston Properties, Inc.	$	104,299	$	222,989	$	182,215	$	366,044
Add:
Noncontrolling interest—common units of the Operating Partnership	12,117		25,708		21,169		42,061
Noncontrolling interests in property partnerships	19,768		18,546		38,428		36,095
Interest expense	142,473		104,142		276,680		205,370
Net operating income from unconsolidated joint ventures	42,254		35,710		83,010		73,031

Depreciation and amortization expense	202,577		183,146		411,311		360,770
Transaction costs	308		496		1,219		496
Payroll and related costs from management services contracts	4,609		3,239		9,844		7,304
General and administrative expense	44,175		34,665		99,977		77,859
Less:
Net operating income attributable to noncontrolling interests in property partnerships	47,958		47,862		95,055		94,917
Unrealized gain on non-real estate investment	124		—		383		—
Gains (losses) from investments in securities	1,571		(4,716)		3,236		(6,978)
Other income - assignment fee	—		6,624		—		6,624
Interest and other income (loss)	17,343		1,195		28,284		2,423
Gains on sales of real estate	—		96,247		—		118,948
Income (loss) from unconsolidated joint ventures	(6,668)		(54)		(14,237)		2,135
Direct reimbursements of payroll and related costs from management services contracts	4,609		3,239		9,844		7,304
Development and management services revenue	9,858		6,354		18,838		12,185
Company’s share of Net Operating Income	$	497,785	$	471,890	$	982,450	$	931,472

BPLP


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
	(in thousands)
Net income attributable to Boston Properties Limited Partnership	$	118,098	$	253,788	$	206,928	$	415,617
Add:
Noncontrolling interests in property partnerships	19,768		18,546		38,428		36,095
Interest expense	142,473		104,142		276,680		205,370
Net operating income from unconsolidated joint ventures	42,254		35,710		83,010		73,031

Depreciation and amortization expense	200,895		181,416		407,767		357,302
Transaction costs	308		496		1,219		496
Payroll and related costs from management services contracts	4,609		3,239		9,844		7,304
General and administrative expense	44,175		34,665		99,977		77,859
Less:
Net operating income attributable to noncontrolling interests in property partnerships	47,958		47,862		95,055		94,917
Unrealized gain on non-real estate investment	124		—		383		—
Gains (losses) from investments in securities	1,571		(4,716)		3,236		(6,978)
Other income - assignment fee	—		6,624		—		6,624
Interest and other income (loss)	17,343		1,195		28,284		2,423
Gains on sales of real estate	—		99,608		—		122,992
Income (loss) from unconsolidated joint ventures	(6,668)		(54)		(14,237)		2,135
Direct reimbursements of payroll and related costs from management services contracts	4,609		3,239		9,844		7,304
Development and management services revenue	9,858		6,354		18,838		12,185
Company’s share of Net Operating Income	$	497,785	$	471,890	$	982,450	$	931,472

Net operating income (“NOI”) is a non-GAAP financial measure equal to net income attributable to Boston Properties, Inc. and net income attributable to Boston Properties Limited Partnership, as applicable, the most directly comparable GAAP financial measures, plus (1) net income attributable to noncontrolling interests, interest expense, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts and corporate general and administrative expense less (2) unrealized gain on non-real estate investment, gains (losses) from investments in securities, other income - assignment fee, interest and other income (loss), gains on sales of real estate, income (loss) from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue. The Company believes NOI is useful to investors as a performance measure and believes it provides useful information to investors regarding its results of operations and financial condition because, when compared across periods, it reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income attributable to Boston Properties, Inc. and net income attributable to Boston Properties Limited Partnership. 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), less the Company’s partners’ share of the amount from the Company’s consolidated joint ventures (calculated based upon the partners’ economic percentage ownership interests and, in some cases, after priority allocations, income allocation to private REIT shareholders and their share of fees due to the Company). The Company’s share of NOI from unconsolidated joint ventures, as defined above, also does not include its share of losses from early extinguishment of debt from unconsolidated joint ventures and unrealized gain on derivative instruments, both of which are included within Income (Loss) From Unconsolidated Joint Ventures in the Company’s Consolidated Statements of Operations. 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. Interest expense, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts, corporate general and administrative expense, unrealized gain on non-real estate investment, gains (losses) from investments in securities, other income - assignment fee, interest and other income (loss), gains on sales of real estate, income (loss) from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue are not included in NOI and are provided as reconciling items to the Company’s reconciliations of its share of NOI to net income.

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

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

For the three months ended June 30, 2023:


	Boston			Los Angeles			New York			San Francisco			Seattle			Washington, DC			Total
Rental Revenue: (1)
Premier Workplace	$	269,464		$	—		$	262,979		$	136,241		$	17,060		$	90,720		$	776,464
Residential	4,124			—			—			3,864			—			4,265			12,253
Hotel	13,969			—			—			—			—			—			13,969
Total	287,557			—			262,979			140,105			17,060			94,985			802,686
% of Grand Totals	35.83		%	—		%	32.76		%	17.45		%	2.13		%	11.83		%	100.00		%
Rental Expenses:
Premier Workplace	95,597			—			102,948			48,197			3,082			35,429			285,253
Residential	1,601			—			—			2,215			—			1,967			5,783
Hotel	8,161			—			—			—			—			—			8,161
Total	105,359			—			102,948			50,412			3,082			37,396			299,197
% of Grand Totals	35.21		%	—		%	34.41		%	16.85		%	1.03		%	12.50		%	100.00		%
Net operating income	$	182,198		$	—		$	160,031		$	89,693		$	13,978		$	57,589		$	503,489
% of Grand Totals	36.19		%	—		%	31.78		%	17.81		%	2.78		%	11.44		%	100.00		%
Less: Net operating income attributable to noncontrolling interests in property partnerships	(11,343)			—			(36,615)			—			—			—			(47,958)
Add: Company’s share of net operating income from unconsolidated joint ventures	8,771			12,768			3,363			3,332			1,878			12,142			42,254
Company’s share of net operating income	$	179,626		$	12,768		$	126,779		$	93,025		$	15,856		$	69,731		$	497,785
% of Grand Totals	36.08		%	2.56		%	25.47		%	18.69		%	3.19		%	14.01		%	100.00		%

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

For the three months ended June 30, 2022:


	Boston			Los Angeles			New York			San Francisco			Seattle			Washington, DC			Total
Rental Revenue: (1)
Premier Workplace	$	244,936		$	—		$	254,264		$	133,707		$	6,472		$	95,954		$	735,333
Residential	3,748			—			—			5,850			—			7,314			16,912
Hotel	12,089			—			—			—			—			—			12,089
Total	260,773			—			254,264			139,557			6,472			103,268			764,334
% of Grand Totals	34.11		%	—		%	33.27		%	18.26		%	0.85		%	13.51		%	100.00		%
Rental Expenses:
Premier Workplace	87,027			—			95,363			45,201			1,680			34,759			264,030
Residential	1,492			—			—			5,145			—			3,181			9,818
Hotel	6,444			—			—			—			—			—			6,444
Total	94,963			—			95,363			50,346			1,680			37,940			280,292
% of Grand Totals	33.88		%	—		%	34.02		%	17.96		%	0.60		%	13.54		%	100.00		%
Net operating income	$	165,810		$	—		$	158,901		$	89,211		$	4,792		$	65,328		$	484,042
% of Grand Totals	34.25		%	—		%	32.83		%	18.43		%	0.99		%	13.50		%	100.00		%
Less: Net operating income attributable to noncontrolling interests in property partnerships	(11,377)			—			(36,485)			—			—			—			(47,862)
Add: Company’s share of net operating income (loss) from unconsolidated joint ventures	8,134			13,247			18			3,183			1,944			9,184			35,710
Company’s share of net operating income	$	162,567		$	13,247		$	122,434		$	92,394		$	6,736		$	74,512		$	471,890
% of Grand Totals	34.44		%	2.81		%	25.95		%	19.58		%	1.43		%	15.79		%	100.00		%

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

For the six months ended June 30, 2023:


	Boston			Los Angeles			New York			San Francisco			Seattle			Washington, DC			Total
Rental Revenue: (1)
Premier Workplace	$	539,415		$	—		$	521,171		$	272,334		$	31,318		$	181,384		$	1,545,622
Residential	8,173			—			—			7,506			—			8,300			23,979
Hotel	22,070			—			—			—			—			—			22,070
Total	569,658			—			521,171			279,840			31,318			189,684			1,591,671
% of Grand Totals	35.79		%	—		%	32.74		%	17.58		%	1.97		%	11.92		%	100.00		%
Rental Expenses:
Premier Workplace	195,646			—			205,433			94,282			6,042			69,695			571,098
Residential	3,153			—			—			4,388			—			3,705			11,246
Hotel	14,832			—			—			—			—			—			14,832
Total	213,631			—			205,433			98,670			6,042			73,400			597,176
% of Grand Totals	35.78		%	—		%	34.40		%	16.52		%	1.01		%	12.29		%	100.00		%
Net operating income	$	356,027		$	—		$	315,738		$	181,170		$	25,276		$	116,284		$	994,495
% of Grand Totals	35.80		%	—		%	31.75		%	18.22		%	2.54		%	11.69		%	100.00		%
Less: Net operating income attributable to noncontrolling interests in property partnerships	(22,160)			—			(72,895)			—			—			—			(95,055)
Add: Company’s share of net operating income (loss) from unconsolidated joint ventures	17,348			25,993			7,013			6,796			3,724			22,136			83,010
Company’s share of net operating income	$	351,215		$	25,993		$	249,856		$	187,966		$	29,000		$	138,420		$	982,450
% of Grand Totals	35.75		%	2.65		%	25.43		%	19.13		%	2.95		%	14.09		%	100.00		%

For the six months ended June 30, 2022:


	Boston			Los Angeles			New York			San Francisco			Seattle				Washington, DC			Total
Rental Revenue: (1)
Premier Workplace	$	487,014		$	—		$	511,134		$	266,082		$	6,472			$	191,519		$	1,462,221
Residential	7,344			—			—			8,241			—				14,293			29,878
Hotel	16,646			—			—			—			—				—			16,646
Total	511,004			—			511,134			274,323			6,472				205,812			1,508,745
% of Grand Totals	33.87		%	—		%	33.88		%	18.18		%	0.43		%		13.64		%	100.00		%
Rental Expenses:
Premier Workplace	177,555			—			191,703			88,609			1,680				68,306			527,853
Residential	2,929			—			—			7,013			—				6,308			16,250
Hotel	11,284			—			—			—			—				—			11,284
Total	191,768			—			191,703			95,622			1,680			—	74,614			555,387
% of Grand Totals	34.53		%	—		%	34.52		%	17.22		%	0.30		%		13.43		%	100.00		%
Net operating income	$	319,236		$	—		$	319,431		$	178,701		$	4,792			$	131,198		$	953,358
% of Grand Totals	33.49		%	—		%	33.51		%	18.74		%	0.50		%		13.76		%	100.00		%
Less: Net operating income attributable to noncontrolling interests in property partnerships	(23,112)			—			(71,805)			—			—				—			(94,917)
Add: Company’s share of net operating income (loss) from unconsolidated joint ventures	17,827			27,004			(138)			6,364			3,899				18,075			73,031
Company’s share of net operating income	$	313,951		$	27,004		$	247,488		$	185,065		$	8,691			$	149,273		$	931,472
% of Grand Totals	33.70		%	2.90		%	26.57		%	19.87		%	0.93		%		16.03		%	100.00		%

12. Earnings Per Share / Common Unit

BXP

The following table provides a reconciliation of both the net income attributable to Boston Properties, Inc. and the number of common shares used in the computation of basic earnings per share (“EPS”), which is calculated by dividing net income attributable to Boston Properties, Inc. 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 - 2020 MYLTIP Units required, and the 2021 - 2023 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 June 30, 2023
	Income (Numerator)		Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to Boston Properties, Inc.	$	104,299	156,826	$	0.67


Effect of Dilutive Securities:
Stock Based Compensation	—		392	(0.01)
Diluted Earnings:
Net income attributable to Boston Properties, Inc.	$	104,299	157,218	$	0.66

	Three months ended June 30, 2022
	Income (Numerator)		Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to Boston Properties, Inc.	$	222,989	156,720	$	1.42
Allocation of undistributed earnings to participating securities	(267)		—	—
Net income attributable to Boston Properties, Inc.	222,722		156,720	1.42
Effect of Dilutive Securities:
Stock Based Compensation	—		472	—
Diluted Earnings:
Net income attributable to Boston Properties, Inc.	$	222,722	157,192	$	1.42


	Six months ended June 30, 2023
	Income (Numerator)		Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to Boston Properties, Inc.	$	182,215	156,815	$	1.16


Effect of Dilutive Securities:
Stock Based Compensation	—		316	—
Diluted Earnings:
Net income attributable to Boston Properties, Inc.	$	182,215	157,131	$	1.16


	Six months ended June 30, 2022
	Income (Numerator)		Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to Boston Properties, Inc.	$	366,044	156,685	$	2.33
Allocation of undistributed earnings to participating securities	(236)		—	—
Net income attributable to Boston Properties, Inc.	365,808		156,685	2.33
Effect of Dilutive Securities:
Stock Based Compensation	—		413	—
Diluted Earnings:
Net income attributable to Boston Properties, Inc.	$	365,808	157,098	$	2.33

BPLP

The following table provides a reconciliation of both the net income attributable to Boston Properties Limited Partnership and the number of common units used in the computation of basic earnings per common unit, which is calculated by dividing net income attributable to Boston Properties Limited Partnership by the weighted-average number of common units outstanding during the period. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities. 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 - 2020 MYLTIP Units required, and the 2021 - 2023 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 17,922,000 and 17,672,000 redeemable common units for the three months ended June 30, 2023 and 2022, respectively, and 17,878,000 and 17,638,000 redeemable common units for the six months ended June 30, 2023 and 2022, respectively.


	Three months ended June 30, 2023
	Income (Numerator)		Units (Denominator)	Per Unit Amount
	(in thousands, except for per unit amounts)
Basic Earnings:
Net income attributable to Boston Properties Limited Partnership	$	118,098	174,748	$	0.68


Effect of Dilutive Securities:
Stock Based Compensation	—		392	(0.01)
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership	$	118,098	175,140	$	0.67


	Three months ended June 30, 2022
	Income (Numerator)		Units (Denominator)	Per Unit Amount
	(in thousands, except for per unit amounts)
Basic Earnings:
Net income attributable to Boston Properties Limited Partnership	$	253,788	174,392	$	1.45
Allocation of undistributed earnings to participating securities	(297)		—	—
Net income attributable to Boston Properties Limited Partnership	253,491		174,392	1.45
Effect of Dilutive Securities:
Stock Based Compensation	—		472	—
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership	$	253,491	174,864	$	1.45


	Six months ended June 30, 2023
	Income (Numerator)		Units (Denominator)	Per Unit Amount
	(in thousands, except for per unit amounts)
Basic Earnings:
Net income attributable to Boston Properties Limited Partnership	$	206,928	174,693	$	1.18


Effect of Dilutive Securities:
Stock Based Compensation	—		316	—
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership	$	206,928	175,009	$	1.18

	Six months ended June 30, 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	$	415,617	174,323	$	2.38
Allocation of undistributed earnings to participating securities	(263)		—	—
Net income attributable to Boston Properties Limited Partnership	415,354		174,323	2.38
Effect of Dilutive Securities:
Stock Based Compensation	—		413	—
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership	$	415,354	174,736	$	2.38

13. Stock Option and Incentive Plan

On January 25, 2023, BXP’s Compensation Committee approved the grant of 2023 MYLTIP awards under the Boston Properties, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) to certain executive officers of BXP, effective February 7, 2023. The 2023 MYLTIP awards consist of two, equally weighted (50% each) components that utilize BXP’s TSR over a three-year measurement period as the performance metric.

Total earned awards under the 2023 MYLTIP, if any, will equal the sum of the number of LTIP Units earned under the first and second components and will range from zero to a maximum of 322,053 LTIP Units with a target of approximately 161,026 LTIP Units and linear interpolation between zero and maximum. Earned awards (if any) will vest 100% on February 6, 2026, but, in general, may not be converted, redeemed, sold or otherwise transferred for one additional year thereafter. The 2023 MYLTIP awards are in the form of LTIP Units issued on the grant date, and they are subject to forfeiture to the extent awards are not earned. Prior to the performance measurement date holders of the 2023 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, the Company will also make a “catch-up” cash payment on the 2023 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 2023 MYLTIP Units during the performance period on all of the awarded 2023 MYLTIP Units. Under ASC 718 “Compensation - Stock Compensation,” the 2023 MYLTIP awards have an aggregate value of approximately $13.1 million, which amount will generally be amortized into earnings under the graded vesting method.

During the six months ended June 30, 2023, BXP issued 73,414 shares of restricted common stock and BPLP issued 427,176 LTIP Units and 322,053 2023 MYLTIP Units to employees and non-employee directors under the 2021 Plan. Employees and non-employee directors paid $0.01 per share of restricted common stock and $0.25 per LTIP Unit and 2023 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 BXP and BPLP. 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 six months ended June 30, 2023 were valued at approximately $5.4 million. The LTIP Units granted were valued at approximately $29.2 million using a Monte Carlo simulation method model. Because the 2012 OPP Units and 2013 - 2023 MYLTIP Units are subject to both a service condition and a market condition, the Company recognizes the related compensation expense under the graded vesting attribution method. 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 $14.9 million and $14.6 million for the three months ended June 30, 2023 and 2022, respectively, and $40.9 million and $35.5 million for the six months ended June 30, 2023 and 2022, respectively. At June 30, 2023, there was (1) an aggregate of approximately $29.2 million of unrecognized compensation expense related to unvested restricted stock, LTIP Units and 2020 MYLTIP Units and (2) an aggregate of approximately $0.8 million of unrecognized compensation expense related to unvested 2021 - 2023 MYLTIP Units that is expected to be recognized over a weighted-average period of approximately 2.7 years.

14. Subsequent Events

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

On July 28, 2023, the Company entered into a joint venture agreement with an institutional investor for the future development of 343 Madison Avenue located on Madison Avenue between 44th and 45th Streets in New York City, New York adjacent to Grand Central Station. The Company owns a 55% interest in the venture and its partner owns a 45% interest, and the Company will provide customary development, property management, and leasing services. The 343 Madison Avenue project contemplates the construction of (1) a direct entrance to the Long Island

Railroad’s new east side access project (Grand Central Madison) (“Phase 1”) and (2) an approximately 900,000 square foot premier workplace building with ground floor retail (“Phase 2”). Subsequently, on August 1, 2023, the joint venture executed a 99-year ground lease with the Metropolitan Transportation Authority for the approximately 25,000 square foot site. The ground lease requires the joint venture to construct the direct access to Grand Central Madison as Phase 1 of the development project. The joint venture has the option until July 31, 2025 to terminate the ground lease prior to construction of the new building and receive reimbursement for the cost of the construction of access to Grand Central Station. There can be no assurance that Phase 1 will be completed on the terms currently contemplated or that Phase 2 of the development project will commence on the terms currently contemplated or at all.

On July 28, 2023, a joint venture in which the Company has a 50% interest modified and exercised an option to extend by one year the maturity date of its loan collateralized by 100 Causeway Street. At the time of the modification and extension, the loan had an outstanding balance totaling approximately $340.6 million, bore interest at Term SOFR plus 1.60% per annum, and was scheduled to mature on September 5, 2023. The modified and extended loan has an outstanding balance of $336.6 million, which included an approximately $4.0 million principal repayment, bears interest at Term SOFR plus 1.48% per annum, and matures on September 5, 2024, with an additional one-year extension option, subject to certain conditions. 100 Causeway Street is an approximately 634,000 square foot premier workplace located in Boston, Massachusetts and is approximately 95% leased.

Effective July 28, 2023, BXP’s independent directors appointed Joel I. Klein to serve as the lead independent director, replacing Kelly A. Ayotte. Ms. Ayotte stepped down as the lead independent director due to the additional time commitment and responsibilities of that role, and the independent directors determined that it is in the best interests of BXP and its stockholders that Mr. Klein once again assume that role. Ms. Ayotte served as BXP’s lead independent director since May 2022 and will remain on BXP’s Board of Directors. Mr. Klein previously served as BXP’s lead independent director from May 2016 to May 2019 and as its independent Chairman from May 2019 to May 2022.

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