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 June 30, 2023

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	156,864,549
(Registrant)	(Class)	(Outstanding on July 28, 2023)

EXPLANATORY NOTE

This report combines the Quarterly Reports on Form 10-Q for the period ended June 30, 2023 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 June 30, 2023, BXP owned an approximate 89.4% ownership interest in BPLP. The remaining approximate 10.6% interest was owned by limited partners. The other limited partners of BPLP (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 subsidiaries and 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 $246.4 million, or 1.3% at June 30, 2023, 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 10. Stockholders’ Equity / Partners’ Capital;

• Note 11. Segment Information; and

• Note 12. Earnings Per Share / Common Unit

• Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Liquidity and Capital Resources, includes information specific to each entity, 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 June 30, 2023

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements (unaudited)	1
Boston Properties, Inc.
	a) Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	1
	b) Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022	3
	c) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022	4
	d) Consolidated Statements of Equity for the three and six months ended June 30, 2023 and 2022	5
	e) Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022	7
Boston Properties Limited Partnership
	a) Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	9
	b) Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022	11
	c) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022	12
	d) Consolidated Statements of Capital and Noncontrolling Interests for the three and six months ended June 30, 2023 and 2022	13
	e) Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022	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	44
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	97
ITEM 4.	Controls and Procedures	98
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	99
ITEM 1A.	Risk Factors	99
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	99
ITEM 3.	Defaults Upon Senior Securities	100
ITEM 4.	Mine Safety Disclosures	100
ITEM 5.	Other Information	100
ITEM 6.	Exhibits	101
SIGNATURES		102

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)
	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

1

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.

2

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.

3

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.

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, 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

5

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.

6

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)

7

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.

8

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

9

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.

10

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