UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2022

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             

Commission File Number: 1-13087 (Boston Properties, Inc.)

Commission File Number: 0-50209 (Boston Properties Limited Partnership)

BOSTON PROPERTIES, INC.

BOSTON PROPERTIES LIMITED PARTNERSHIP

(Exact name of Registrants as specified in its charter)

Boston Properties, Inc.	Delaware	04-2473675
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Boston Properties Limited Partnership	Delaware	04-3372948
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Prudential Center, 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103

(Address of principal executive offices) (Zip Code)

(617) 236-3300

(Registrants’ telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Boston Properties, Inc.	Common Stock, par value $0.01 per share	BXP	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

Boston Properties, Inc.:    Yes  x   No  ☐         Boston Properties Limited Partnership:    Yes  x    No  ☐    

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    

Boston Properties, Inc.:    Yes  x    No  ☐         Boston Properties Limited Partnership:    Yes  x    No  ☐    

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Boston Properties, Inc.:    

Large accelerated filer  x         Accelerated filer  ☐         Non-accelerated filer  ☐         Smaller reporting company  ☐         Emerging growth company  ☐

Boston Properties Limited Partnership:

Large accelerated filer  ☐         Accelerated filer  ☐         Non-accelerated filer  x           Smaller reporting company  ☐           Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Boston Properties, Inc. ☐                 Boston Properties Limited Partnership ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    

Boston Properties, Inc.:    Yes  ☐    No  x        Boston Properties Limited Partnership:    Yes  ☐    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Boston Properties, Inc.	Common Stock, par value $0.01 per share	156,754,712
(Registrant)	(Class)	(Outstanding on November 1, 2022)

EXPLANATORY NOTE

This report combines the Quarterly Reports on Form 10-Q for the period ended September 30, 2022 of Boston Properties, Inc. and Boston Properties Limited Partnership. Unless stated otherwise or the context otherwise requires, references to “BXP” mean Boston Properties, Inc., a Delaware corporation and real estate investment trust (“REIT”), and references to “BPLP” and the “Operating Partnership” mean Boston Properties Limited Partnership, a Delaware limited partnership. BPLP is the entity through which BXP conducts substantially all of its business and owns, either directly or through subsidiaries, substantially all of its assets. BXP is the sole general partner and also a limited partner of BPLP. As the sole general partner of BPLP, BXP has exclusive control of BPLP’s day-to-day management. Therefore, unless stated otherwise or the context requires, references to the “Company,” “we,” “us” and “our” mean collectively BXP, BPLP and those entities/subsidiaries consolidated by BXP.

As of September 30, 2022, BXP owned an approximate 89.6% ownership interest in BPLP. The remaining approximate 10.4% interest was owned by limited partners. The other limited partners of BPLP either (1) contributed their direct or indirect interests in properties to BPLP in exchange for common units or preferred units of limited partnership interest in BPLP or (2) received long-term incentive plan units of BPLP pursuant to BXP’s Stock Option and Incentive Plans, or both. Under the limited partnership agreement of BPLP, unitholders may present their common units of BPLP for redemption at any time (subject to restrictions agreed upon at the time of issuance of the units that may restrict such right for a period of time, generally one year from issuance). Upon presentation of a common unit for redemption, BPLP must redeem the unit for cash equal to the then value of a share of BXP’s common stock. In lieu of a cash redemption by BPLP, however, BXP may elect to acquire any common units so tendered by issuing shares of BXP common stock in exchange for the common units. If BXP so elects, its common stock will be exchanged for common units on a one-for-one basis. This one-for-one exchange ratio is subject to specified adjustments to prevent dilution. BXP generally expects that it will elect to issue its common stock in connection with each such presentation for redemption rather than having BPLP pay cash. With each such exchange or redemption, BXP’s percentage ownership in BPLP will increase. In addition, whenever BXP issues shares of its common stock other than to acquire common units of BPLP, BXP must contribute any net proceeds it receives to BPLP and BPLP must issue to BXP an equivalent number of common units of BPLP. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.

The Company believes that combining the Quarterly Reports on Form 10-Q of BXP and BPLP into this single report:

•enhances investors’ understanding of BXP and BPLP by enabling them to view the business as a whole in the same manner as management views and operates the business;

•eliminates duplicative disclosure and provides a more concise and readable presentation because a substantial portion of the disclosure applies to both BXP and BPLP; and

•creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

The Company believes it is important to understand the few differences between BXP and BPLP in the context of how BXP and BPLP operate as a consolidated company. The financial results of BPLP are consolidated into the financial statements of BXP. 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 the securities of BXP. BPLP holds substantially all of the assets of BXP, including ownership interests in joint ventures. BPLP conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity issuances by BXP, which are contributed to the capital of BPLP in exchange for common or preferred units of partnership in BPLP, as applicable, BPLP generates all remaining capital required by the Company’s business. These sources include working capital, net cash provided by operating activities, borrowings under its credit facilities, the issuance of secured and unsecured debt and equity securities and proceeds received from the disposition of certain properties and interests in joint ventures.

Shareholders’ equity, partners’ capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of BXP and BPLP. The limited partners of BPLP are accounted for as partners’ capital in BPLP’s financial statements and as noncontrolling interests in BXP’s financial statements. The noncontrolling interests in BPLP’s financial statements include the interests of unaffiliated partners in various consolidated partnerships. The noncontrolling interests in BXP’s financial statements include the same

noncontrolling interests in BPLP and limited partners of BPLP. The differences between shareholders’ equity and partners’ capital result from differences in the equity issued by each of BXP and BPLP.

In addition, the consolidated financial statements of BXP and BPLP differ in total real estate assets resulting from previously applied acquisition accounting by BXP for the issuance of common stock in connection with non-sponsor redemptions of common units of BPLP. This accounting resulted in a step-up of the real estate assets of BXP at the time of such redemptions, resulting in a difference between the net real estate of BXP as compared to BPLP of approximately $252.2 million, or 1.3% at September 30, 2022, and a corresponding difference in depreciation expense, impairment losses and gains on sales of real estate upon the sale of these properties having an allocation of the real estate step-up. The acquisition accounting was nullified on a prospective basis beginning in 2009 as a result of the Company’s adoption of a new accounting standard requiring any subsequent redemptions to be accounted for solely as an equity transaction.

To help investors better understand the key differences between BXP and BPLP, the following items in this report present information separately for BXP and BPLP:

• Item 1. Financial Statements (unaudited), which includes the following specific disclosures for BXP and BPLP:

• Note 3. Real Estate;

• Note 9. Stockholders’ Equity / Partners’ Capital;

• Note 10. Segment Information; and

• Note 11. Earnings Per Share / Common Unit

• Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable; and

• Item 2. Liquidity and Capital Resources includes separate reconciliations of amounts to each entity’s financial statements, where applicable.

This report also includes separate Part I - Item 4. Controls and Procedures and Part II - Item 2. Unregistered Sales of Equity Securities and Use of Proceeds sections for each of BXP and BPLP, as well as separate Exhibits 31 and 32 certifications for each of BXP and BPLP.

BOSTON PROPERTIES, INC. AND BOSTON PROPERTIES LIMITED PARTNERSHIP

FORM 10-Q

for the quarter ended September 30, 2022

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements (unaudited)	1
Boston Properties, Inc.
	a) Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	1
	b) Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021	3
	c) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2022 and 2021	4
	d) Consolidated Statements of Equity for the three and nine months ended September 30, 2022 and 2021	5
	e) Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021	7
Boston Properties Limited Partnership
	a) Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	9
	b) Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021	11
	c) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2022 and 2021	12
	d) Consolidated Statements of Capital and Noncontrolling Interests for the three and nine months ended September 30, 2022 and 2021	13
	e) Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021	15
Boston Properties, Inc. and Boston Properties Limited Partnership
	Notes to the Consolidated Financial Statements	17
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	95
ITEM 4.	Controls and Procedures	96
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	97
ITEM 1A.	Risk Factors	97
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	98
ITEM 3.	Defaults Upon Senior Securities	99
ITEM 4.	Mine Safety Disclosures	99
ITEM 5.	Other Information	99
ITEM 6.	Exhibits	100
SIGNATURES		101

PART I. FINANCIAL INFORMATION

ITEM 1—Financial Statements.

BOSTON PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for share and par value amounts)
	September 30, 2022		December 31, 2021
ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $6,753,779 and $6,702,830 at September 30, 2022 and December 31, 2021, respectively)	$	25,192,376	$	23,752,630
Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at September 30, 2022 and December 31, 2021, respectively)	237,505		237,507
Right of use assets - operating leases	167,935		169,778
Less: accumulated depreciation (amounts related to VIEs of $(1,352,781) and $(1,283,060) at September 30, 2022 and December 31, 2021, respectively)	(6,170,472)		(5,883,961)
Total real estate	19,427,344		18,275,954
Cash and cash equivalents (amounts related to VIEs of $249,124 and $300,937 at September 30, 2022 and December 31, 2021, respectively)	375,774		452,692
Cash held in escrows	73,112		48,466
Investments in securities	30,040		43,632
Tenant and other receivables, net (amounts related to VIEs of $11,842 and $6,824 at September 30, 2022 and December 31, 2021, respectively)	69,633		70,186
Related party note receivable, net	78,592		78,336
Notes receivable, net	—		9,641
Accrued rental income, net (amounts related to VIEs of $359,439 and $357,395 at September 30, 2022 and December 31, 2021, respectively)	1,250,176		1,226,745
Deferred charges, net (amounts related to VIEs of $176,908 and $174,637 at September 30, 2022 and December 31, 2021, respectively)	720,648		618,798
Prepaid expenses and other assets (amounts related to VIEs of $44,525 and $29,668 at September 30, 2022 and December 31, 2021, respectively)	107,538		57,811
Investments in unconsolidated joint ventures	1,593,834		1,482,997
Total assets	$	23,726,691	$	22,365,258
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $3,271,157 and $3,267,914 at September 30, 2022 and December 31, 2021, respectively)	$	3,271,157	$	3,267,914
Unsecured senior notes, net	9,491,714		9,483,695
Unsecured line of credit	340,000		145,000
Unsecured term loan, net	730,000		—
Lease liabilities - finance leases (amounts related to VIEs of $20,568 and $20,458 at September 30, 2022 and December 31, 2021, respectively)	248,092		244,421
Lease liabilities - operating leases	205,008		204,561
Accounts payable and accrued expenses (amounts related to VIEs of $35,043 and $29,464 at September 30, 2022 and December 31, 2021, respectively)	360,572		320,775
Dividends and distributions payable	170,952		169,859
Accrued interest payable	91,885		94,796
Other liabilities (amounts related to VIEs of $104,663 and $150,131 at September 30, 2022 and December 31, 2021, respectively)	417,255		391,441
Total liabilities	15,326,635		14,322,462

1

BOSTON PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for share and par value amounts)
	September 30, 2022		December 31, 2021
Commitments and contingencies (See Note 7)
Redeemable deferred stock units— 93,175 and 83,073 units outstanding at redemption value at September 30, 2022 and December 31, 2021, respectively	6,985		9,568
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, 156,833,612 and 156,623,749 issued and 156,754,712 and 156,544,849 outstanding at September 30, 2022 and December 31, 2021, respectively	1,568		1,565
Additional paid-in capital	6,532,299		6,497,730
Dividends in excess of earnings	(359,536)		(625,891)
Treasury common stock at cost, 78,900 shares at September 30, 2022 and December 31, 2021	(2,722)		(2,722)
Accumulated other comprehensive loss	(15,991)		(36,662)
Total stockholders’ equity attributable to Boston Properties, Inc.	6,155,618		5,834,020
Noncontrolling interests:
Common units of Boston Properties Limited Partnership	685,952		642,655
Property partnerships	1,551,501		1,556,553
Total equity	8,393,071		8,033,228
Total liabilities and equity	$	23,726,691	$	22,365,258

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

2

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Revenue
Lease	$	739,255	$	692,260	$	2,179,274	$	2,062,102
Parking and other	28,154		23,507		80,234		58,727
Hotel	11,749		5,189		28,395		7,382
Development and management services	7,465		6,094		19,650		20,181
Direct reimbursements of payroll and related costs from management services contracts	3,900		3,006		11,204		9,166
Total revenue	790,523		730,056		2,318,757		2,157,558
Expenses
Operating
Rental	281,702		258,281		825,805		764,373
Hotel	8,548		3,946		19,832		7,993
General and administrative	32,519		34,560		110,378		117,924
Payroll and related costs from management services contracts	3,900		3,006		11,204		9,166
Transaction costs	1,650		1,888		2,146		2,970
Depreciation and amortization	190,675		179,412		551,445		539,815
Total expenses	518,994		481,093		1,520,810		1,442,241
Other income (expense)
Loss from unconsolidated joint ventures	(3,524)		(5,597)		(1,389)		(1,745)
Gains on sales of real estate	262,345		348		381,293		8,104
Interest and other income (loss)	3,728		1,520		6,151		4,140
Other income - assignment fee	—		—		6,624		—
Gains (losses) from investments in securities	(1,571)		(190)		(8,549)		3,744
Losses from early extinguishment of debt	—		—		—		(898)
Interest expense	(111,846)		(105,794)		(317,216)		(320,015)
Net income	420,661		139,250		864,861		408,647
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships	(18,801)		(18,971)		(54,896)		(52,602)
Noncontrolling interest—common units of the Operating Partnership	(40,883)		(11,982)		(82,821)		(35,393)
Net income attributable to Boston Properties, Inc.	360,977		108,297		727,144		320,652
Preferred dividends	—		—		—		(2,560)
Preferred stock redemption charge	—		—		—		(6,412)
Net income attributable to Boston Properties, Inc. common shareholders	$	360,977	$	108,297	$	727,144	$	311,680
Basic earnings per common share attributable to Boston Properties, Inc. common shareholders:
Net income	$	2.30	$	0.69	$	4.63	$	2.00
Weighted average number of common shares outstanding	156,754		156,183		156,708		156,062
Diluted earnings per common share attributable to Boston Properties, Inc. common shareholders:
Net income	$	2.29	$	0.69	$	4.62	$	1.99
Weighted average number of common and common equivalent shares outstanding	157,133		156,598		157,144		156,394

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

3

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited and in thousands)

	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Net income	$	420,661	$	139,250	$	864,861	$	408,647
Other comprehensive income:
Effective portion of interest rate contracts	10,800		1,088		18,400		5,482
Amortization of interest rate contracts (1)	1,677		1,676		5,030		5,028
Other comprehensive income	12,477		2,764		23,430		10,510
Comprehensive income	433,138		142,014		888,291		419,157
Net income attributable to noncontrolling interests	(59,684)		(30,953)		(137,717)		(87,995)
Other comprehensive income attributable to noncontrolling interests	(1,390)		(401)		(2,757)		(1,423)
Comprehensive income attributable to Boston Properties, Inc.	$	372,064	$	110,660	$	747,817	$	329,739

_______________

(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.

4

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, June 30, 2022	156,726	$	1,567	$	6,524,997	$	(567,016)	$	(2,722)	$	(27,077)	$	660,214	$	1,552,706	$	8,142,669
Redemption of operating partnership units to common stock	26	1		958		—		—		—		(959)		—		—
Allocated net income for the period	—	—		—		361,100		—		—		40,760		18,801		420,661
Dividends/distributions declared	—	—		—		(153,620)		—		—		(17,930)		—		(171,550)
Shares issued pursuant to stock purchase plan	5	—		436		—		—		—		—		—		436
Net activity from stock option and incentive plan	(2)	—		1,648		—		—		—		6,880		—		8,528
Contributions from noncontrolling interests in property partnerships	—	—		—		—		—		—		—		—		—
Distributions to noncontrolling interests in property partnerships	—	—		—		—		—		—		—		(20,150)		(20,150)
Effective portion of interest rate contracts	—	—		—		—		—		9,709		1,091		—		10,800
Amortization of interest rate contracts	—	—		—		—		—		1,377		156		144		1,677
Reallocation of noncontrolling interest	—	—		4,260		—		—		—		(4,260)		—		—
Equity, September 30, 2022	156,755	$	1,568	$	6,532,299	$	(359,536)	$	(2,722)	$	(15,991)	$	685,952	$	1,551,501	$	8,393,071
Equity, June 30, 2021	156,136	$	1,561	$	6,405,916	$	(612,247)	$	(2,722)	$	(43,166)	$	615,308	$	1,725,343	$	8,089,993
Redemption of operating partnership units to common stock	50	1		1,747		—		—		—		(1,748)		—		—
Allocated net income for the period	—	—		—		108,308		—		—		11,971		18,971		139,250
Dividends/distributions declared	—	—		—		(153,082)		—		—		(17,203)		—		(170,285)
Shares issued pursuant to stock purchase plan	4	—		520		—		—		—		—		—		520
Net activity from stock option and incentive plan	16	—		1,185		—		—		—		7,679		—		8,864
Contributions from noncontrolling interests in property partnerships	—	—		—		—		—		—		—		11,318		11,318
Distributions to noncontrolling interests in property partnerships	—	—		—		—		—		—		—		(27,675)		(27,675)
Effective portion of interest rate contracts	—	—		—		—		—		981		107		—		1,088
Amortization of interest rate contracts	—	—		—		—		—		1,382		150		144		1,676
Reallocation of noncontrolling interest	—	—		6,434		—		—		—		(6,434)		—		—
Equity, September 30, 2021	156,206	$	1,562	$	6,415,802	$	(657,021)	$	(2,722)	$	(40,803)	$	609,830	$	1,728,101	$	8,054,749

5

BOSTON PROPERTIES, INC. CONSOLIDATED STATEMENTS OF EQUITY  (unaudited and in thousands)
	Common Stock			Preferred Stock		Additional Paid-in Capital		Dividends in Excess of Earnings		Treasury Stock, at cost		Accumulated Other Comprehensive Loss	Noncontrolling Interests - Common Units	Noncontrolling Interests - Property Partnerships	Total
	Shares	Amount
Equity, December 31, 2021	156,545	$	1,565	$	—	$	6,497,730	$	(625,891)	$	(2,722)	$