
					Carrying Value of Investment (1)
Entity	Properties	Nominal % Ownership			September 30, 2020		December 31, 2019
					(in thousands)
Square 407 Limited Partnership	Market Square North	50.0	%		$	(3,864)	$	(4,872)
BP/CRF Metropolitan Square, LLC	Metropolitan Square	20.0	%		(7,166)		9,134
901 New York, LLC	901 New York Avenue	25.0	%	(2)	(12,187)		(12,113)
WP Project Developer LLC	Wisconsin Place Land and Infrastructure	33.3	%	(3)	35,682		36,789
Annapolis Junction NFM LLC	Annapolis Junction	50.0	%	(4)	13,238		25,391
540 Madison Venture LLC	540 Madison Avenue	60.0	%	(5)	105		2,953
500 North Capitol Venture LLC	500 North Capitol Street, NW	30.0	%		(6,239)		(5,439)
501 K Street LLC	1001 6th Street	50.0	%	(6)	42,640		42,496
Podium Developer LLC	The Hub on Causeway - Podium	50.0	%		49,092		49,466
Residential Tower Developer LLC	Hub50House	50.0	%		52,055		55,092
Hotel Tower Developer LLC	The Hub on Causeway - Hotel Air Rights	50.0	%		10,469		9,883
Office Tower Developer LLC	100 Causeway Street	50.0	%		56,572		56,606
1265 Main Office JV LLC	1265 Main Street	50.0	%		4,027		3,780
BNY Tower Holdings LLC	Dock 72	50.0	%		98,844		94,804
BNYTA Amenity Operator LLC	Dock 72	50.0	%		236		N/A
CA-Colorado Center Limited Partnership	Colorado Center	50.0	%		232,065		252,069
7750 Wisconsin Avenue LLC	7750 Wisconsin Avenue	50.0	%		57,720		56,247
BP-M 3HB Venture LLC	3 Hudson Boulevard	25.0	%		106,546		67,499
SMBP Venture LP	Santa Monica Business Park	55.0	%		147,015		163,937
Platform 16 Holdings LP	Platform 16	55.0	%	(7)	104,422		29,501
Gateway Portfolio Holdings LLC	Gateway Commons	50.0	%	(8)	339,383		N/A
Rosecrans-Sepulveda Partners 4, LLC	Beach Cities Media Center	50.0	%		27,180		N/A
					$	1,347,835	$	933,223

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. With limited exceptions under these provisions, the Company is not compelled to purchase the interest of its outside joint venture partners. 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.


	September 30, 2020		December 31, 2019
	(in thousands)
ASSETS
Real estate and development in process, net (1)	$	4,651,694	$	3,904,400
Other assets	560,764		502,706
Total assets	$	5,212,458	$	4,407,106
LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY
Mortgage and notes payable, net	$	2,558,499	$	2,218,853
Other liabilities (2)	651,744		749,675
Members’/Partners’ equity	2,002,215		1,438,578
Total liabilities and members’/partners’ equity	$	5,212,458	$	4,407,106
Company’s share of equity	$	948,569	$	591,905
Basis differentials (3)	399,266		341,318
Carrying value of the Company’s investments in unconsolidated joint ventures (4)	$	1,347,835	$	933,223

(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. At September 30, 2020 and December 31, 2019, there was an aggregate basis differential of approximately $308.0 million and $311.3 million, respectively, between the carrying value of the Company’s investment in the joint venture that owns Colorado Center and the joint venture’s basis in the assets and liabilities. At September 30, 2020, there was an aggregate basis differential of approximately $53.1 million between the carrying value of the Company’s investment in the joint venture that owns Gateway Commons and the joint venture’s basis in the assets and liabilities. These basis differentials (excluding land) will be amortized over the remaining lives of the related assets and liabilities.


	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
	(in thousands)
Total revenue (1)	$	87,724	$	75,940	$	270,490	$	239,099
Expenses
Operating	37,572		28,839		106,677		89,472
Depreciation and amortization	35,810		23,477		105,235		76,941
Total expenses	73,382		52,316		211,912		166,413
Other income (expense)
Interest expense	(25,481)		(20,483)		(71,370)		(62,043)
Gains on sales of real estate	—		(812)		11,720		33,760
Net income	$	(11,139)	$	2,329	$	(1,072)	$	44,403

Company’s share of net income	$	(4,421)	$	392	$	855	$	24,352
Basis differential (2)	(2,452)		(1,041)		(6,265)		23,176
Income from unconsolidated joint ventures	$	(6,873)	$	(649)	$	(5,410)	$	47,528

(2)Includes straight-line rent adjustments of approximately $0.4 million and $0.5 million for the three months ended September 30, 2020 and 2019, respectively, and $1.3 million and $1.6 million for the nine months ended September 30, 2020 and 2019, respectively. Also includes net above-/below-market rent adjustments of approximately $0.2 million and $0.4 million for the three months ended September 30, 2020 and 2019, respectively, and $0.7 million and $1.3 million for the nine months ended September 30, 2020 and 2019, respectively.

On January 28, 2020, the Company entered into a joint venture with a third party to own, operate and develop properties at its Gateway Commons complex located in South San Francisco, California. The Company contributed its 601, 611 and 651 Gateway properties and development rights with an agreed upon value aggregating approximately $350.0 million for its 50% interest in the joint venture (See Note 3). 601, 611 and 651 Gateway consist of three Class A office properties aggregating approximately 768,000 net rentable square feet. The partner contributed three properties and development rights with an agreed upon value aggregating approximately $280.8 million at closing and will contribute cash totaling approximately $69.2 million in the future for its 50% ownership interest in the joint venture. As a result of the partner’s deferred contribution, the Company has an initial approximately 55% interest in the joint venture. Future development projects will be owned 49% by the Company and 51% by its partner.

On January 28, 2020, a joint venture in which the Company has a 55% interest commenced development of the first phase of its Platform 16 project located in San Jose, California. Platform 16 consists of a parcel of land totaling approximately 5.6 acres that is expected to support the development of approximately 1.1 million square feet of commercial office space. The first phase of the Platform 16 development project consists of an approximately 390,000 net rentable square foot Class A office building and a below-grade parking garage. During the third quarter of 2020, the joint venture paused construction activities after completing site preparation work and intends to revisit its plans once the economic impact of COVID-19 becomes clearer or economic conditions improve. On February 20, 2020, the joint venture acquired the land underlying the ground lease for a purchase price totaling approximately $134.8 million. The joint venture had previously made a deposit totaling $15.0 million, which was credited against the purchase price.

On June 9, 2020, a joint venture in which the Company has a 20% interest refinanced with a new lender the mortgage loan collateralized by its Metropolitan Square property located in Washington, DC. The outstanding balance of the loan totaled approximately $155.9 million, bore interest at a fixed rate of 5.75% per annum and was scheduled to mature on August 5, 2020. The new mortgage loan totaling $325.0 million, of which $288.0 million

was advanced at closing, bears interest at a variable rate equal to (1) the greater of (x) LIBOR or (y) 0.65%, plus (2) 4.75% per annum, and matures on July 7, 2022, with two, one-year extension options, subject to certain conditions. The joint venture entered into an interest rate cap agreement with a financial institution to limit its exposure to increases in the LIBOR rate 3.00% per annum on a notional amount of $325.0 million through July 7, 2022. The joint venture distributed excess loan proceeds from the new mortgage loan totaling approximately $112.7 million, of which the Company’s share totaled approximately $22.5 million. Metropolitan Square is a Class A office property with approximately 654,000 net rentable square feet.

On June 25, 2020, a joint venture in which the Company has a 50% interest completed the sale of Annapolis Junction Building Eight and two land parcels located in Annapolis, Maryland for a gross sale price of $47.0 million. Net cash proceeds totaled approximately $45.8 million after the payment of transaction costs. The Company recognized a gain on sale of real estate totaling approximately $5.8 million, which is included in Income (Loss) from Unconsolidated Joint Ventures in the accompanying Consolidated Statements of Operations. The joint venture distributed approximately $36.8 million of available cash and the net proceeds from the sale after the pay down of the mortgage loan, of which the Company’s share totaled approximately $18.4 million. Annapolis Junction Building Eight is an approximately 126,000 net rentable square foot Class A office property, which is vacant. The two land parcels will support the development of approximately 300,000 square feet of commercial office space with one parcel currently containing surface parking for approximately 511 vehicles.

On June 25, 2020, in conjunction with the joint venture’s sale of Annapolis Junction Building Eight, the joint venture in which the Company has a 50% interest modified the mortgage loan collateralized by Annapolis Junction Building Seven and Building Eight with the release of Annapolis Junction Building Eight as collateral under the loan in exchange for a principal pay down of approximately $16.1 million using a portion of the net proceeds from the sale of the property. At the time of the modification, the outstanding balance of the loan totaled approximately $34.5 million, bore interest at a variable rate equal to LIBOR plus 2.35% per annum and was scheduled to mature on June 30, 2020. The modified mortgage loan totaling approximately $18.4 million is collateralized by Annapolis Junction Building Seven, continues to bear interest at a variable rate equal to LIBOR plus 2.35% per annum and matures on March 25, 2021. Annapolis Junction Building Seven is a Class A office property with approximately 127,000 net rentable square feet located in Annapolis, Maryland.

On July 23, 2020, the Company acquired a 50% interest in a joint venture entity that owns Beach Cities Media Center, a 6.4-acre parcel of land located in El Segundo, California, for a purchase price of approximately $21.2 million. Beach Cities Media Center is expected to support the development of approximately 275,000 square feet of Class A office space.

On September 1, 2020, the Company entered into an agreement with its partner in the joint venture that owns 1265 Main Street located in Waltham, Massachusetts to (1) form additional joint ventures to own and develop a mixed-use property containing approximately 1,200,000 square feet to be developed in phases on an approximately 41-acre site adjacent to 1265 Main Street and (2) share the costs of certain offsite infrastructure improvements with its joint venture partner and other third-party abutting land owners. The Company will serve as the development manager and expects to own a 50% interest in each of the joint ventures.

On September 30, 2020, a joint venture in which the Company has a 50% interest extended the mortgage loan collateralized by its Market Square North property. At the time of the extension, the outstanding balance of the loan totaled approximately $114.2 million, bore interest at a fixed rate of 4.85% per annum and was scheduled to mature on October 1, 2020. The extended loan matures on November 1, 2020 (See Note 13). Market Square North is a Class A office property with approximately 418,000 net rentable square feet located in Washington, DC.