UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the Quarterly Period Ended March 31, ~~2019~~2020



¨☐	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, Massachusetts02199-8103

(Address of principal executive offices) (Zip Code)

~~(617)~~ (617) 236-3300

(Registrants’ telephone number, including area code)

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 ¨

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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

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
Boston Properties, Inc.	Depository Shares Each Representing 1/100th of a share	BXP PRB	New York Stock Exchange
Boston Properties, Inc.	of 5.25% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share	BXP PRB	New York Stock Exchange	~~BXP PRB~~	~~New York Stock Exchange~~

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Boston Properties, Inc.: Yesx No ☐ Boston Properties Limited Partnership: Yesx 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 filerx Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company☐

Boston Properties Limited Partnership:

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

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	~~154,519,867~~155,369,141
(Registrant)	(Class)	(Outstanding on May ~~2, 2019)~~5, 2020)

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EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended March 31, ~~2019~~2020 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 March 31, ~~2019,~~2020, BXP owned an approximate ~~89.5%~~89.7% ownership interest in BPLP. The remaining approximate ~~10.5%~~10.3% interest was owned by limited partners. The other limited partners of BPLP are (1) persons who contributed their direct or indirect interests in properties to BPLP in exchange for common units or preferred units of limited partnership interest in BPLP and/or (2) recipients of ~~long term~~long-term incentive plan units of BPLP pursuant to BXP’s Stock Option and Incentive Plans. 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 provides the following benefits:

enhances investors’ understanding of BXP and BPLP by enabling investors 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 offerings 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

Table of ~~Content~~Contents

noncontrolling interests at BPLP’s level and limited partners of BPLP. The differences between shareholders’ equity and partners’ capital result from differences in the equity issued at BXP and BPLP levels.

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 at BXP. This resulted in a difference between the net real estate of BXP as compared to BPLP of approximately ~~$297.4~~$280.0 million, or ~~1.8%~~1.6% at March 31, ~~2019~~2020, and a corresponding difference in depreciation expense, ~~impairments~~impairment losses and gains on sales of real estate upon the sale of certain 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 future redemptions to be accounted for solely as an equity transaction.

To help investors better understand the key differences between BXP and BPLP, certain information for BXP and BPLP in this report has been separated, as set forth below:

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

•Note 3.3. Real Estate;

•Note 8.8. Stockholders’ Equity / Partners’ Capital;

•Note 9.9. Earnings Per Share / Common Unit; and

•Note 11.11. Segment Information

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.

Table of ~~Content~~Contents

BOSTON PROPERTIES, INC. AND BOSTON PROPERTIES LIMITED PARTNERSHIP

FORM 10-Q

for the quarter ended March 31, ~~2019~~2020

TABLE OF CONTENTS




		Page

PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements (unaudited)	1

Boston Properties, Inc.
	a) Consolidated Balance Sheets as of March 31, ~~2019~~2020 and December 31, ~~2018~~2019	1
	b) Consolidated Statements of Operations for the three months ended March 31, ~~2019~~2020 and ~~2018~~2019	3
	c) Consolidated Statements of Comprehensive Income for the three months ended March 31, ~~2019~~2020 and ~~2018~~2019	4
	d) Consolidated Statements of Stockholders’ Equity for the three months ended March 31, ~~2019~~2020 and ~~2018~~2019	5
	e) Consolidated Statements of Cash Flows for the three months ended March 31, ~~2019~~2020 and ~~2018~~2019	6

Boston Properties Limited Partnership
	a) Consolidated Balance Sheets as of March 31, ~~2019~~2020 and December 31, ~~2018~~2019	8
	b) Consolidated Statements of Operations for the three months ended March 31, ~~2019~~2020 and ~~2018~~2019	10
	c) Consolidated Statements of Comprehensive Income for the three months ended March 31, ~~2019~~2020 and ~~2018~~2019	11
	d) Consolidated Statements of Capital and Noncontrolling Interests for the three months ended March 31, ~~2019~~2020 and ~~2018~~2019	12
	e) Consolidated Statements of Cash Flows for the three months ended March 31, ~~2019~~2020 and ~~2018~~2019	13

Boston Properties, Inc. and Boston Properties Limited Partnership
	Notes to the Consolidated Financial Statements	15

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4138
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	75
ITEM 4.	Controls and Procedures	75

PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	7776
ITEM 1A.	Risk Factors	7776
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7779
ITEM 3.	Defaults Upon Senior Securities	7880
ITEM 4.	Mine Safety Disclosures	7880
ITEM 5.	Other Information	7880
ITEM 6.	Exhibits	7981

SIGNATURES		8082

~~Table~~Fair Value of ~~Content~~Financial Instruments

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



Financial Instrument	Level
Unsecured senior notes (1)	Level 1
Related party note receivable	Level 3
Note receivable	Level 3
Mortgage notes payable	Level 3
Unsecured term loan / line of credit	Level 3

_______________

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

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

The following table identifies the range and weighted average of significant unobservable inputs for the Company’s Level 3 fair value measured instruments.



Financial Instrument	Level	Range	Weighted Average
Related party note receivable	Level 3	4.49%	4.49%
Note receivable	Level 3	3.62%	3.62%
Mortgage notes payable	Level 3	2.82% - 3.25%	2.91%
Unsecured term loan / line of credit	Level 3	1.84%	1.84%

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, note 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 March 31, 2020 and December 31, 2019 (in thousands):



	March 31, 2020				December 31, 2019
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Related party note receivable, net	$	78,800	$	83,707	$	80,000	$	81,931
Note receivable, net	15,794		15,593		15,920		14,978
Total	$	94,594	$	99,300	$	95,920	$	96,909

Mortgage notes payable, net	$	2,919,157	$	3,054,533	$	2,922,408	$	2,984,956
Unsecured senior notes, net	8,393,009		8,449,511		8,390,459		8,826,375
Unsecured line of credit	250,000		249,873		—		—
Unsecured term loan, net	499,058		500,506		498,939		500,561
Total	$	12,061,224	$	12,254,423	$	11,811,806	$	12,311,892

~~New Accounting Pronouncements~~

New Accounting Pronouncements Adopted

~~Leases~~Financial Instruments - Credit Losses

OnIn June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date by replacing the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses” (“ASU 2018-19”). ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of ASC 326-20, “Financial Instruments - Credit Losses - Measured at Amortized Cost,” which addresses financial assets measured at amortized cost basis, including net investments in leases arising from sales-type and direct financing leases. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842 - “Leases” (“ASC 842”). ASU 2016-13 and ASU 2018-19 were effective for the Company for reporting periods beginning after December 15, 2019, with early adoption permitted. ASU 2016-13 and ASU 2018-19 are applicable to the Company with respect to (1) certain of its accounts receivable, except for amounts arising from operating leases accounted for under ASC 842, (2) its related party note receivable, (3) its note receivable and (4) certain of its off-balance sheet credit exposures. The Company adopted ASU 2016-13 and ASU 2018-19 effective January 1, 2020 using the modified retrospective approach. The adoption of ASU 2016-13 and ASU 2018-19 resulted in the Company recognizing an allowance for current expected credit losses associated with (1) its related party note receivable, (2) its note receivable and (3) an off-balance sheet loan commitment arrangement. As a result, the modified retrospective approach resulted in the Company recognizing on January 1, 2020, the cumulative effect of adopting ASU 2016-13 and ASU 2018-19 aggregating approximately $1.5 million to Dividends in Excess of Earnings of Boston Properties, Inc. and Partners’ Capital of Boston Properties Limited Partnership and approximately $0.2 million to Noncontrolling Interests - Common Units of Boston Properties, Inc. and Noncontrolling Interests - Redeemable Partnership Units of Boston Properties Limited Partnership on the corresponding Consolidated Balance Sheets.

Fair Value Measurement

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 is intended to improve the effectiveness of disclosures required by entities regarding recurring and nonrecurring fair value measurements. ASU 2018-13 was effective for the Company for reporting periods beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU 2018-13 on January 1, 2020 and the adoption did not have a material impact on the Company’s consolidated financial statements.

Derivatives and Hedging

In October 2018, the FASB issued ASU 2018-16, “Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes” (“ASU 2018-16”). ASU 2018-16 permits the use of the overnight index swap rate based on the Secured Overnight Financing Rate (“SOFR”) to be used as a U.S. benchmark interest rate for purposes of applying hedge accounting under ASC 815, “Derivatives and Hedging (Topic 815)” . ASU 2018-16 was effective for the Company, which has already adopted ASU 2017-12, “Derivatives and Hedging (Topic 815):Targeted Improvements to Accounting for Hedging Activities” for reporting periods beginning after December 15, 2018 and was required to be adopted on a prospective basis for qualifying new or re-designated hedging relationships entered into on or after the date of adoption. The Company adopted ASU 2018-16 on January 1, 2019 and the adoption did not have a material impact on the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the three months ended March 31, 2020, the Company ~~adopted Accounting Standards Update ("ASU") 2016-02, “Leases~~elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

Consolidation

In October 2018, the FASB issued ASU 2018-17, “Consolidation (Topic ~~842)”~~810): Targeted Improvements to Related Party Guidance for Variable Interest Entities” (“ASU ~~2016-02” or "Topic 842"~~2018-17”). ~~For information pertaining~~ASU 2018-17 is intended to improve the ~~Company's~~accounting when considering indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interests. ASU 2018-17 was effective for the Company for reporting periods beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU 2018-17 on January 1, 2020 and ~~disclosures with respect to leases, see Note 4.~~the adoption did not have a material impact on the Company’s consolidated financial statements.

3. Real Estate

Boston Properties, Inc.

Real estate consisted of the following at March 31, ~~2019~~2020 and December 31, ~~2018~~2019 (in thousands):


	March 31, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Land	$	5,061,532		$	5,072,568		$	5,070,208		$	5,111,606
Right of use assets - finance leases	187,292			—			237,394			237,394
Right of use assets - operating leases	151,166			—			148,057			148,640
Land held for future development (1)	258,221			200,498			264,893			254,828
Buildings and improvements	13,286,605			13,356,751			13,517,218			13,646,054
Tenant improvements	2,444,358			2,396,932			2,641,448			2,656,439
Furniture, fixtures and equipment	43,080			44,351			44,263			44,313
Construction in progress	647,469			578,796			804,179			789,736
Total	22,079,723			21,649,896			22,727,660			22,889,010
Less: Accumulated depreciation	(4,962,959		)	(4,897,777		)	(5,209,487		)	(5,266,798		)
	$	17,116,764		$	16,752,119		$	17,518,173		$	17,622,212

general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases, tenant space utilization, dependence on tenants’ financial condition, and competition from other developers, owners and operators of real estate);


•	general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases, tenant space utilization, dependence on tenants’ financial condition, and competition from other developers, owners and operators of real estate);

failure to manage effectively our growth and expansion into new markets and sub-markets or to integrate acquisitions and developments successfully;

the ability of our joint venture partners to satisfy their obligations;

risks and uncertainties affecting property development and construction (including, without limitation, construction delays, increased construction costs, cost overruns, inability to obtain necessary permits, tenant accounting considerations that may result in negotiated lease provisions that limit a tenant’s liability during construction, and public opposition to such activities);

risks associated with the availability and terms of financing and the use of debt to fund acquisitions and developments or refinance existing indebtedness, including the impact of higher interest rates on the cost and/or availability of financing;

risks associated with forward interest rate contracts and the effectiveness of such arrangements;

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risks associated with downturns in the national and local economies, increases in interest rates, and volatility in the securities markets;

risks associated with actual or threatened terrorist attacks;

costs of compliance with the Americans with Disabilities Act and other similar laws;

potential liability for uninsured losses and environmental contamination;

risks associated with the physical effects of climate change;

risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems, which support our operations and our buildings;

risks associated with BXP’s potential failure to qualify as a REIT under the Internal Revenue Code of 1986, as amended;

possible adverse changes in tax and environmental laws;

the impact of newly adopted accounting principles on our accounting policies and on period-to-period comparisons of financial results;

risks associated with possible state and local tax audits;

risks associated with our dependence on key personnel whose continued service is not guaranteed; and

the other risk factors identified in our most recently filed Annual ~~Reports~~Report on Form 10-K for the fiscal year ended December 31, 2019 or described herein, including those ~~described~~ under the caption “Risk Factors.”

The risks set forth above are not exhaustive. Other sections of this report may include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing ~~environment.~~environment, particularly in light of the rapidly developing circumstances relating to COVID-19. New risk factors emerge from time to time and it is not possible for management to predict all risk factors, nor can we assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Investors should also refer to our most recent Annual ~~Reports~~Report on Form 10-K and our Quarterly Reports on Form 10-Q for future periods and Current Reports on Form 8-K as we file them with the SEC, and to other materials we may furnish to the public from time to time through Current Reports on Form 8-K or otherwise, for a discussion of risks and uncertainties that may cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements. We expressly disclaim any responsibility to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events, or otherwise, and you should not rely upon these forward-looking statements after the date of this report.

Overview

BXP is one of the largest publicly-traded office real estate investment ~~trust~~trusts (REIT) (based on total market capitalization) as of March 31, 2020 in the United States that develops, owns and manages primarily Class A office properties ~~in the U.S.,~~ concentrated in five markets in the United States - Boston, Los Angeles, New York, San Francisco and Washington, DC. ~~BXP is a fully integrated real estate company, organized as a REIT.~~ 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. We generate revenue and cash primarily by leasing Class A office space to our tenants. When making leasing decisions, we consider, among other things, the

creditworthiness of the tenant, the length of the lease, the rental rate to be paid at inception and throughout the lease term, the costs of tenant improvements and other landlord concessions, anticipated operating expenses and real estate taxes, current and anticipated vacancy, current and expected future demand for the space, the impact of any expansion rights and general economic factors.

Our core strategy has always been to develop, acquire and manage high-quality properties in supply-constrained markets with high barriers-to-entry and to focus on executing long-term leases with financially strong tenants. Our tenant base is diverse across market sectors and the ~~average~~weighted-average lease term for our ~~in-service office~~in-place leases was approximately ~~7.6~~8.3 years, as of March 31, ~~2019,~~2020, including leases ~~signed by~~at our unconsolidated joint ventures. The weighted-average lease term for our top 20 office tenant leases was approximately 11.9 years. Historically, these factors have minimized our exposure in weaker economic cycles and enhanced revenues as market conditions improve. To be successful in any leasing environment, we believe we must consider all aspects of the tenant-landlord relationship. In this regard, we believe that our competitive advantage is based on the following attributes:

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our understanding of tenants’ short- and long-term space utilization and amenity needs in the local markets;

our reputation as a premier developer, owner and manager of primarily Class A office properties;

our financial strength and our ability to maintain high building standards;

our focus on developing and operating in a sustainable and responsible manner; and

our relationships with local brokers.

Outlook

~~Macroeconomic conditions remain stable and overall favorable for our Company in~~In the first quarter of ~~2019. Initial~~2020 macroeconomic conditions were favorable and positive until COVID-19 began to escalate into a national and global pandemic in mid-March. In the first two months of the quarter, U.S. GDP ~~growth estimates~~remained stable and job creation remained steady. Starting in March, COVID-19 caused a precipitous drop in economic activity globally with significant negative impacts on businesses across the U.S. As the number of unemployment claims rose and the economy slowed, the Federal Reserve and U.S. Treasury implemented aggressive monetary and fiscal stimulus policies, including the CARES Act, to bring needed financial support to small businesses, individuals and industries most affected by the crisis. Also, the Federal Reserve quickly reduced the federal funds rate to zero.

The effects of COVID-19 began to have an impact on us and our tenants near the end of the first quarter. As governments across all of our regions implemented social distancing and stay-at-home policies, we and our tenants migrated employees to a work-from-home model. All office properties throughout our portfolio remain open for tenants, although physical occupancy remains low due to these measures. By the end of March, construction of our development projects paused in Boston, New York and San Francisco to comply with municipal social distancing policies, although construction continued in the Washington, DC region. Despite the work-stoppages at our development projects, we remain on schedule to meet all required delivery milestones in our leases and within budget. Our broad and deep experience as developers extends to our budgeting and planning, which have left us with ample time in our development schedules. However, we cannot be certain that work-stoppages will not extend beyond current expectations or, if they do, that we will meet the milestones and budgets. Leasing discussions remained active for leases that were in negotiation prior to COVID-19, but we have experienced a decrease in new leasing requirements and physical tours are on hold.

Our most important activity at this time is planning for the health and safety of our tenants and employees and preparing our buildings in accordance with the policies, protocols and applicable legal requirements in our regions. In early April 2020, we formed an internal Health Security Task force composed of Boston Properties’ employees, as well as outside experts in health care, industrial hygiene, cleaning and security. We designed standard operating procedures that include, but are not limited to, air filtration, water quality, janitorial products and procedures, social separation and screening during building access and use of vertical transportation, the use of personal protective equipment, signage, and management of construction activities. We began communicating the operating procedures with tenants in early May.

Rent Collections

Cash rent payments for a particular month are generally due on the first ~~quarter~~day of that month (although tenants have varying grace periods). Cash rent amounts are based on all rent billed by us, including all amounts from consolidated operations and all unconsolidated joint ventures, other than Gateway Commons for which we do not handle billing.

Our April 2020 rent collections among all tenants were ~~3.2%~~approximately 93%, ~~surpassing~~a reduction from prior ~~estimates. Job creation remains steady~~levels as ~~the U.S. economy created approximately 540,000 jobs~~a result of COVID-19, primarily due to certain retail tenants. Collections from our office tenants in April remained strong. During the first quarter of ~~2019~~2020, approximately 87% of the aggregate amount of our consolidated revenues were derived from office leases. For the month of April, we collected approximately 97% of our total commercial rent payments due April 1 from office tenants. In some of these cases, the tenant paid its rent, but reserved its right to assert that the terms of its lease do not require the tenant to pay. Office tenants in the flexible office use and ~~the unemployment rate remained near 50-year lows at 3.8%. The Federal Reserve has indicated it will not raise interest rates~~manufacturing/retail industries, which represent 3% and 5% of our office rents, respectively, present a heightened concern for rent collection, as we collected approximately 78% and 73%, respectively, from these tenants for the ~~foreseeable future.~~ month of April. Unpaid April rent was approximately $1.3 million and $2.9 million for flexible office and manufacturing/retail, respectively. In addition, our share of the accrued rent for tenants in these groups is approximately $3.9 million and $7.2 million, respectively. For clarity, manufacturing/retail includes retail and consumer products office tenants.

In addition, during the first quarter of 2020, approximately 7.2% of the aggregate amount of our consolidated revenues were derived from retail leases. For the month of April, we collected approximately 36% of our total commercial rent payments due from retail tenants for rents due April 1. We are actively working on lease amendments with retail tenants in this category that we believe have justifiable financial needs. Of the retail tenants that did not pay rent for April, our share of the accrued rent balance for these tenants is approximately $25.1 million.

We continue to analyze our accounts receivable, tenant creditworthiness and current economic trends to evaluate the adequacy of the collectability of our tenants’ total accounts receivable balances, including lease revenue, and if considered uncollectible, we will write-off the receivable and accrued rent balances associated with the leases, and record future lease revenue on a cash basis.

During 2019, our total parking revenue was approximately $100 million and our share of total parking revenue from unconsolidated joint ventures was approximately $13 million. Approximately $40 million of this aggregate amount of consolidated and unconsolidated parking revenue was derived from hourly/daily parking. The remainder of the aggregate amount of parking revenue was derived from monthly parking revenues, some of which are contractual agreements embedded in our leases, and some are at will individual agreements. In April, with stay-at-home orders and business closures, we generated minimal hourly/daily parking revenue and this trend may continue for as long as these stay-at-home orders and business closures continue.

Approximately 2% of our total revenue in 2019 was from our hotel, the Boston Marriott Cambridge. The hotel property has been closed since March 22, 2020 and is currently running at a monthly deficit. It is unclear when the hotel will open.

As a result of the ~~10-year Treasury rate has been steady at approximately 2.5%.~~impact of the current environment, we expect our 2020 revenues to be impacted from (1) lower collections, primarily from our retail tenants, parking and hotel operators, (2) a slowdown in new leasing activity for vacant and expiring space and (3) delayed revenue recognition related to tenants who are currently building out space as a result of construction delays.

~~These conditions and trends~~Despite the near-term challenges of COVID-19, we remain confident in our ~~particular markets~~ability to weather the current market downturn and ~~the continued success of~~manage our ~~development and leasing efforts leaves us optimistic for our industry generally and our Company in particular.~~ business throughout uncertain future market conditions.

As a leading developer, owner and manager of marquee Class A office properties in the U.S., our priorities during and following COVID-19 remain focused on the following:

ensuring tenant ~~satisfaction;~~satisfaction by keeping our properties safe, open and available for occupancy;

implementing measures to ensure tenant and employee health security;

communicating openly with tenants to provide assurance before and during re-occupancy;

leasing available space in our in-service and development ~~properties, as well as proactively focusing on sizable future lease expirations;~~properties;

resuming and completing the construction of our development ~~properties;~~properties as conditions allow;


•	continuing and completing the redevelopment and repositioning of several key properties to increase future revenue and asset values over the long-term;

maintaining our conservative balance sheet and managing our near-term debt maturities;

actively managing our operations in a safe, sustainable and responsible manner; and

maintaining discipline in our underwriting of investment ~~opportunities by (1) seeking significant pre-leasing commitments before beginning new construction,~~opportunities.

Following is an overview of portfolio activity and ~~(2) targeting acquisition~~leasing activity in ~~non-stabilized assets near innovation centers where we see favorable prospects for overall growth~~the first quarter of 2020, recognizing that both leasing activities and construction activities had slowed in the majority of our ~~operational expertise can create value;~~

~~managing our near-term debt maturities and maintaining our conservative balance sheet; and~~

~~actively managing our operations in a sustainable and responsible manner.~~regions by the end of the first quarter due to COVID-19.

The overall occupancy of our in-service office and retail properties was 92.9% at March 31, ~~2019, an increase~~2020, a slight decrease of ~~150~~10 basis points ~~from 91.4% at~~as compared to December 31, ~~2018.~~2019. During the first quarter of 2020, we signed leases across our portfolio totaling approximately ~~1.5 million~~702,000 square feet and we commenced revenue recognition on approximately ~~1.6 million~~995,000 square feet of leases in second generation space. Of these second generation leases, approximately ~~1.3 million~~727,000 square feet had been vacant for less than one year and, in the aggregate, they represent an increase in net rental obligations (gross rent less operating expenses) of approximately ~~9.4%~~93% over the prior leases.

~~Our investment strategy remains unchanged. We will continue to invest primarily~~ The increase in ~~higher-yielding new development opportunities with significant pre-leasing commitments. Other than possible acquisitions~~net rental obligations included the commencement of “value-add” assets that require lease-up or repositioning, and acquisitions that are otherwise consistent with our long-term strategy, development remains our core strategy and focus in this current economic environment.

As of March 31, 2019, our construction/redevelopment pipeline consisted of 11 projects that, when completed, we expect will total approximately 5.3 million net rentable square feet. Our share of the estimated total cost for these projects is approximately $2.7 billion, of which approximately $1.5 billion of equity remains to be invested as of March 31, 2019. Approximately 78% of the commercial space in these development projects was pre-leased as of May 2, 2019.

~~We also expect to commence development in 2019 on additional development projects that we expect will support approximately 869,000 square feet upon completion.~~

~~Table of Content~~

~~We expect to commence development at 2100 Pennsylvania Avenue,~~ a ~~469,000 square foot Class A office building located~~retail lease in the ~~central business district (“CBD”) of Washington, DC. The building is 66% pre-leased and will be an estimated $360 million investment.~~

~~Also~~New York region that had a significant impact on net rents. Excluding this lease, increase in ~~2019, we plan to begin the redevelopment of 325 Main Street in Kendall Center in Cambridge, Massachusetts following the announcement,~~net rental obligations in the first quarter of 2019, of the execution of a long-term lease agreement with Google. The current 115,000 square foot building will be replaced with a new 400,000 square foot office tower. Total incremental project costs are estimated to be approximately $415 million. As part of the local zoning requirements, we also plan to develop, at a later date, a residential building of at least 200,000 square feet with2020 was 25% ~~of the units designated for affordable housing.~~

As we continue to focus on our strategy of developing and acquiring assets to enhance our long-term growth, we also continually review our portfolio to identify properties as potential sales candidates because they may either no longer fit within our portfolio strategy or they could attract premium pricing in the current market environment. For example, during the first quarter of 2019, we completed the sale of 2600 Tower Oaks Boulevard, a 179,000 square foot property in Rockville, Maryland, for a gross sale price of approximately $23 million. Subsequent to March 31, 2019, we also entered into an agreement to sell One Tower Center, a 410,000 square foot office property in East Brunswick, New Jersey for a gross sale price of $38 million. This non-core property was 39% leased as of March 31, 2019, is geographically isolated from our other assets and had no synergies with the remainder of the portfolio. In addition, during the first quarter of 2019, we and our partners have commenced marketing activities for the sale of 540 Madison Avenue, a 284,000 square foot office property located in Midtown Manhattan. We own a 60% interest in the joint venture that owns 540 Madison Avenue. We expect to continue to sell select non-core assets in 2019, subject to market conditions..

A brief overview of each of our markets ~~follows:~~follows.

Boston

~~The leasing market in the greater~~Our Boston ~~region remains active and strong. The Boston CBD sub-market continues to be driven by demand from traditional financial and professional services tenants, a strong flow~~central business district (“CBD”) in-service portfolio was approximately 99% leased as of ~~new and expanding technology and life science companies and an ongoing trend of urbanization.~~March 31, 2020. During the first quarter of ~~2019,~~2020, we executed approximately ~~485,000~~93,000 square feet of leases ~~commenced~~and had approximately 267,000 square feet of leases commence in the Boston region. ~~Of these~~Approximately 183,000 square feet of the leases ~~approximately 350,000 square feet~~that commenced had been vacant for less than one year and represent an increase in net rental obligations ~~(gross rent less operating expenses)~~ of approximately ~~12%~~43% over the prior leases. For the majority of the first quarter of 2020, we continued development of 100 Causeway Street, an approximately 632,000 net rentable square foot office tower located in Boston, Massachusetts, of which we own 50%, that is 95% pre-leased, as of May 5, 2020.

Our approximately ~~1.6~~2.0 million square foot in-service office portfolio in Cambridge ~~is dominated by large users, is approximately 97%~~was 99.5% leased, ~~and continues to generate strong rental rates. We are also actively working to meet tenant demand through increasing density and redevelopment.~~as of March 31, 2020. For ~~example, we entered into a lease with Google to extend and expand 450,000 square feet~~the majority of lease space for 15 years and to construct a new 400,000 square foot office tower at 325 Main Street co-terminus with their extension. In the aggregate, Google will lease more than 800,000 square feet on a long-term basis.

In the suburban Waltham/Lexington sub-market, we continue to experience significant demand within our existing tenant base and from other tenants in the market, particularly from technology and life-science companies, seeking space to accommodate their expanding workforces.

~~The primary challenge we have in our Boston portfolio is the lack of available space to meet tenant demand. As a result, we are focused on future lease expirations and, subsequent to~~ the first quarter of ~~2019,~~2020, we ~~signed an early renewal~~continued the development of 325 Main Street at Kendall Center in Cambridge, Massachusetts, which is 90% pre-leased to a tenant for ~~545,000 square feet with~~a term of 15 years.

In our ~~tenant Bank of America at 100 Federal Street and are working on additional renewals that are expected to result in increases in future rents. Rents in Boston, Cambridge and the~~ suburban Waltham/Lexington ~~market have~~portfolio, we continued the redevelopment of a portion of 200 West Street, an approximately 261,000 net rentable square foot Class A office property in Waltham, Massachusetts. The redevelopment is a conversion of a portion of the property to ~~experience strong increases~~laboratory space to meet growing demand in ~~rental rates along~~the life sciences sector.

Construction of our Boston and Cambridge developments/redevelopments has temporarily stopped to comply with ~~declines in concessions.~~the social distancing policies and directives of the cities.

Los Angeles

~~The market in~~Our Los Angeles (“LA”)~~, particularly in~~ portfolio is currently focused on West LA ~~remains strong. Our~~and includes an approximately 1.1 million square foot property, Colorado Center, ~~complex,~~ of which we own 50%, ~~is approximately 99% leased.~~

~~Our 21-building~~and Santa Monica Business Park, a 21-building, approximately 1.2 million square foot property of which we own 55%~~, is approximately 93% leased.~~. We believe both properties provide us with ample opportunity for future growth, as a majority of the current leases are at below-market rents.

~~Table~~ As of ~~Content~~

~~We will~~March 31, 2020, our LA in-service properties was approximately 96% leased. Depending on market conditions, we expect to continue to explore opportunities to increase our presence in the LA market by seeking investments where our financial, operational, redevelopment and development expertise provide the opportunity to achieve accretive returns.

New York

~~During~~As of March 31, 2020, our New York CBD in-service portfolio was approximately 96% leased. In the first quarter of ~~2019,~~2020, we ~~increased CBD occupancy 270 basis points to 94.5% from 91.8%, as of December 31, 2018, and~~commenced approximately ~~775,000~~263,000 square feet of leases ~~commenced~~ in the New York region. ~~This included approximately 250,000 square feet of leases at our 399 Park Avenue property which is now approximately 93% leased, including leases with future commencement dates.~~

While rental growth rates in New York remain muted due to increased supply, leasing activity remains strong due to ongoing demand for high quality office space, particularly in midtown Manhattan. We continue to expect modest rent growth in most of our New York submarkets and stable tenant improvement allowances.

~~San Francisco~~

The San Francisco CBD leasing market remains healthy and among the strongest markets in the U.S. with market absorption at historic highs. With no new uncommitted development projects anticipated in the San Francisco CBD through 2023, combined with low vacancy and few available large blocks of sublease space, tenants have few options, which has created a supply and demand imbalance. We expect these fundamentals to continue. During the first quarter of 2019, approximately 380,000 square feet of leases commenced in the San Francisco region. Of these leases, approximately ~~162,000~~143,000 square feet had been vacant for less than one year and represent an increase in net rental obligations ~~(gross rent~~of approximately 205% over the prior leases. Excluding the commencement of a retail lease that had a significant impact on leases, the increase in net rental obligations was 3.9%. Although the pace of new leasing activities in our New York region slowed by the end of the first quarter due to COVID-19, in April 2020, we signed an approximately 24,000 square foot lease at 399 Park Avenue bringing the office portion of that property to 100% leased, and we also signed an approximately 27,000 square foot lease at Times Square Tower with a law firm.

San Francisco

Our San Francisco CBD in-service properties were approximately 98% leased as of March 31, 2020. During the first quarter of 2020, we commenced approximately 169,000 square feet of leases in the San Francisco region. Of these leases, approximately 111,000 square feet had been vacant for less ~~operating expenses)~~than one year and represent an increase in net rental obligations of ~~51%~~approximately 50% over the prior leases.

In our Silicon Valley portfolio, on February 20, 2020, we completed the acquisition of land underlying the ground lease at Platform 16 in San Jose. Platform 16 is a joint venture in which we own 55% and 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. On January 28, 2020, the joint venture commenced site preparation work at Platform 16. Due to the uncertainty related to COVID-19, and in consultation with our partner, the joint venture has paused construction activities and will revisit its plans once the economic impact of COVID-19 becomes clearer.

On January 28, 2020, we entered into a joint venture with a partner to own, operate and develop approximately 1.1 million square feet of existing office and lab properties in South San Francisco, California, with the opportunity for approximately 640,000 square feet of additional future development. Upon completion, the joint venture is expected to own an approximately 1.7 million square foot life sciences campus, including a mix of office and lab buildings. Under the joint venture agreement, we contributed 601, 611 and 651 Gateway Boulevard, three existing office properties that total approximately 768,000 net rentable square feet, and developable land for our 50% ownership interest in the joint venture. The partner contributed approximately 313,000 square feet of properties (including one property under construction) consisting of lab, office and amenity buildings, and developable land 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, we have an initial approximately 55% interest in the joint venture. The South San Francisco market has experienced strong demand from companies in the life sciences sector. Depending on market conditions, we expect this joint venture will allow us to expand the amount of developable land on the combined site and efficiently capitalize on tenant demand in the life sciences sector.

Washington, DC

~~Market conditions in the Washington, DC CBD have not changed in any meaningful way over the past few quarters.~~ In the Washington, DC region, our focus remains on (1) expanding our development potential in Reston, Virginia, where demand from technology and cybersecurity tenants remains strong, (2) divesting of assets in Washington, DC and select suburban markets and (3) matching development sites with tenants to begin development with significant pre-leasing ~~commitments, (2) expanding our development potential~~commitments. During the first quarter of 2020, we commenced approximately 600,000 square feet of leases in ~~Reston, Virginia and (3) divesting of non-core assets.~~

~~Leasing activity in~~the Washington, DC ~~CBD remains very competitive primarily because there has~~region. Of these leases, approximately 275,000 square feet had been vacant for less than one year and represent an increase in supply without a corresponding increase in demand. We are reasonably well-leased in the District with modest near-term exposure and we have reduced our exposure to the Washington, DC CBD market significantlynet rental obligations of approximately 13% over the ~~past few years through dispositions of non-core assets.~~prior leases.

~~Conversely, we continue to see strong tenant demand in~~In our Reston, Virginia ~~portfolio. In Reston,~~portfolio, in the first quarter of 2020, we placed in service 17Fifty Presidents Street, a build-to-suit project with approximately 276,000 net rentable square feet of Class A office space that is 100% leased to an affiliate of Leidos Holdings, Inc. We also continued development of Reston Gateway, our mixed-use development project, which will consist of an aggregate of approximately 4.5 million net rentable square feet. The initial phase is approximately 1.1 million net rentable square feet, of which approximately ~~80%~~72% is pre-leased to Fannie Mae. Our Reston, Virginia in-service portfolio was approximately ~~95%~~87% leased as of March 31, ~~2019~~2020 and continues to be the strongest submarket in the region.

~~Table~~In the first quarter of ~~Content~~

2020, we completed the sale of New Dominion Technology Park located in Herndon, Virginia for a gross sale price of $256.0 million, resulting in net proceeds of approximately $254.0 million and reported gain on sale of approximately $192.3 million for BXP and approximately $197.1 million for BPLP. New Dominion Technology Park is comprised of two Class A office properties aggregating approximately 493,000 net rentable square feet.

Our Washington, DC CBD in-service properties were approximately 85% leased, as of March 31, 2020, with modest near-term exposure and we have reduced our exposure in the Washington, DC CBD market significantly over the past few years through dispositions of assets.

Leasing Statistics

The table below details the leasing activity, including 100% of the unconsolidated joint ventures, that commenced during the three months ended March 31, ~~2019:~~2020:



	Three ~~months ended~~Months Ended March 31, ~~2019~~2020
	(Total Square ~~Feet)~~Feet
Vacant space available at the beginning of the period	~~3,859,897~~3,135,170
~~Property dispositions/~~Vacant space in properties ~~taken out of service~~acquired	~~(85,019~~—		)
Properties placed (and partially placed) in-service (1)	280,965
Leases expiring or terminated during the period	~~1,274,106~~1,085,416
Total space available for lease	~~5,048,984~~4,501,551
1^st generation leases	~~244,430~~321,456
2^nd generation leases with new tenants	~~883,922~~566,136
2^nd generation lease renewals	~~738,267~~428,887
Total space leased ~~(1)~~(2)	~~1,866,619~~1,316,479
Vacant space available for lease at the end of the period	~~3,182,365~~3,185,072

Leases executed during the period, in square feet ~~(2)~~(3)	~~1,522,346~~701,730

Second generation leasing information: ~~(3)~~(4)
Leases commencing during the period, in square feet	~~1,622,189~~995,023
Weighted Average Lease Term	~~122~~99 Months
Weighted Average Free Rent Period	~~111~~108 Days
Total Transaction Costs Per Square Foot ~~(4)~~(5)		$~~79.40~~71.96
Increase in Gross Rents ~~(5)~~(6)	~~6.15~~62.08		%
Increase in Net Rents ~~(6)~~(7)	~~9.35~~93.22		%

~~___________________________~~__________________


(1)	Total square feet of properties placed (and partially placed) in-service during the three months ended March 31, 2020 consists of 5,156 at 145 Broadway and 275,809 at 17Fifty Presidents Street.


(2)	Represents leases for which ~~rental~~lease revenue recognition has commenced in accordance with GAAP during the three months ended March 31, ~~2019.~~2020.

~~(2)~~(3)

Represents leases executed during the three months ended March 31, ~~2019~~2020 for which we either (1) commenced ~~rental~~lease revenue recognition in such period or (2) will commence ~~rental~~lease revenue recognition in subsequent periods, in accordance with GAAP, and includes leases at properties currently under development. The total square feet of leases executed and recognized in the three months ended March 31, ~~2019~~2020 is ~~151,075.~~

244,020.


~~(3)~~(4)	Second generation leases are defined as leases for space that had previously been leased by us. Of the ~~1,622,189~~995,023 square feet of second generation leases that commenced during the three months ended March 31, ~~2019,~~2020, leases for ~~1,471,114~~756,159 square feet were signed in prior periods.


~~(4)~~(5)	Total transaction costs include tenant improvements and leasing commissions, but exclude free rent concessions and other inducements in accordance with GAAP.


~~(5)~~(6)	Represents the increase in gross rent (base rent plus expense reimbursements) on the new versus expired leases on the ~~1,293,772~~727,342 square feet of second generation leases that had been occupied within the prior 12

months for the three months ended March 31, 2020; excludes leases that management considers temporary because the tenant is not expected to occupy the space on a long-term basis.


(7)	Represents the increase in net rent (gross rent less operating expenses) on the new versus expired leases on the 727,342 square feet of second generation leases that had been occupied within the prior 12 months for the three months ended March 31, ~~2019;~~2020; excludes leases that management considers temporary because the tenant is not expected to occupy the space on a long-term basis.


~~(6)~~	Represents the increase in net rent (gross rent less operating expenses) on the new versus expired leases on the 1,293,772 square feet of second generation leases that had been occupied within the prior 12 months for the ~~three~~ ~~months ended March 31, 2019; excludes leases that management considers temporary because the tenant is not expected to occupy the space on a long-term basis.~~

~~Table of Content~~

Transactions during the three months ended March 31, ~~2019~~2020 included the following:

~~Development activities~~Development/redevelopment

On ~~February 14, 2019,~~January 28, 2020, we ~~announced~~exercised our option to acquire real property at 425 Fourth Street located in San Francisco, California for a purchase price totaling approximately $134.1 million. 425 Fourth Street is expected to support the development of approximately 804,000 square feet of primarily commercial office space. There can be no assurance that the acquisition will be consummated on the terms currently contemplated or at all.

On March 26, 2020, we ~~had entered into~~completed and fully placed in-service 17Fifty Presidents Street located in Reston, Virginia. 17Fifty Presidents Street is a ~~15-year lease~~build-to-suit project with ~~Google, LLC for~~ approximately ~~362,000~~276,000 net rentable square feet of Class A office space that is 100% leased.

Dispositions

On January 28, 2020, we entered into a joint venture with a third party to own, operate and develop properties at our Gateway Commons complex located in South San Francisco, California. We contributed our 601, 611 and 651 Gateway properties and development rights with an agreed upon value aggregating approximately $350.0 million for our 50% interest in the joint venture. 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, we have an initial approximately 55% interest in the joint venture. Future development projects will be owned 49% by us and 51% by the partner. We recognized a gain on the retained and sold interest in the real estate contributed to the joint venture totaling approximately $217.7 million for BXP and $222.4 million for BPLP during the three months ended March 31, 2020, within Gains (Losses) on Sales of Real Estate on the respective Consolidated Statements of Operations, as the fair value of the real estate exceeded its carrying value (See Notes 3 and 5 to the Consolidated Financial Statements).

On February 20, 2020, we completed the sale of New Dominion Technology Park located in Herndon, Virginia for a gross sale price of $256.0 million. Net cash proceeds totaled approximately $254.0 million, resulting in a ~~build-to-suit~~gain on sale of real estate totaling approximately $192.3 million for BXP and approximately $197.1 million for BPLP. New Dominion Technology Park is comprised of two Class A office properties aggregating approximately 493,000 net rentable square feet.

Unconsolidated joint venture activities


•	On January 28, 2020, we 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. We will have a 50% interest in the joint venture. See “Dispositions” above for additional information.

On January 28, 2020, a joint venture in which we have a 55% interest commenced development of the first phase of its Platform 16 project ~~to be~~ located ~~at our 325 Main Street property at Kendall Center~~ in ~~Cambridge, Massachusetts. 325 Main Street currently~~San Jose, California. The first phase of the Platform 16 development project consists of an approximately ~~115,000~~390,000 net rentable square foot Class A office ~~property that~~building and a below-grade parking garage. Though the joint venture has completed site preparation work, in consultation with our partner, the joint venture has paused construction activities and it will ~~be demolished and developed into an approximately 400,000 net rentable square foot Class A office property, including approximately 38,000 net rentable square feet~~revisit its plans once the economic impact of ~~retail space. There can be no assurance that~~COVID-19 becomes clearer. On February 20, 2020, the ~~project will commence.~~

~~On January 24, 2019,~~joint venture acquired the land underlying the ground ~~lessor under our 65-year ground~~ lease for a purchase price totaling approximately $134.8 million. The joint venture had previously made a deposit totaling $15.0 million,

which deposit was credited against the purchase price. Platform 16 consists of a parcel of land totaling approximately 5.6 acres ~~at Platform 16 located in San Jose, California, which will~~that is expected to support the development of approximately 1.1 million square feet of commercial office ~~space, made available for lease to us the remaining land parcels.~~

~~Acquisitions and Disposition activities~~space.

On January 10, 2019, we acquired land parcels at our Carnegie Center property located in Princeton, New Jersey for a gross purchase price of approximately $51.5 million, which includes an aggregate of approximately $8.6 million of additional amounts that are payable in the future to the seller upon the development or sale of each of the parcels. The land parcels could support approximately 1.7 million square feet of development.

On January 24, 2019, we completed the sale of our 2600 Tower Oaks Boulevard property located in Rockville, Maryland for a gross sales price of approximately $22.7 million. Net cash proceeds totaled approximately $21.4 million, resulting in a loss on sale of real estate totaling approximately $0.6 million. We recognized an impairment loss totaling approximately $3.1 million for BXP and approximately $1.5 million for BPLP during the year ended December 31, 2018. 2600 Tower Oaks Boulevard is an approximately 179,000 net rentable square foot Class A office property.

~~Capital markets activities~~

~~On January 24, 2019,~~March 18, 2020, a joint venture in which we have a 50% interest extended the mortgage loan collateralized by ~~its~~ Annapolis Junction Building ~~Six property.~~Seven and Building Eight. At the time of the extension, the outstanding balance of the loan totaled approximately ~~$13.0~~$34.6 million, and was scheduled to mature on November 17, 2019, with one, one-year extension option, subject to certain conditions. The extended loan has a total commitment amount of approximately $14.3 million, bearsbore interest at a variable rate equal to LIBOR plus ~~2.00%~~2.35% per annum and matured on March 6, 2020. The extended loan matures on ~~November 17,~~June 30, 2020. Annapolis Junction Building ~~Six is a~~Seven and Building Eight are Class A office ~~property~~properties with approximately ~~119,000~~127,000 and 126,000 net rentable square feet, respectively, located in Annapolis, Maryland.

Transactions completed subsequent to March 31, ~~2019~~2020 included the following:

On April 1, 2019, we completed the acquisition of our partner's 5% ownership interest and promoted profits interest in the consolidated entity that owns Salesforce Tower located in San Francisco, California for cash totaling approximately $210.9 million, which amount was reduced by approximately $24.1 million, consisting of the repayment of our preferred equity and preferred return in the venture. The partner was entitled to receive an additional promoted payment based on the success of the property. Salesforce Tower is an approximately 1,421,000 net rentable square foot Class A office property (See Note 7 ~~to the Consolidated Financial Statements).~~

At March 31, 2019, we evaluated the expected hold period of our One Tower Center property and based on a shorter than expected hold period, we reduced the carrying value of the property to our estimated fair value at March 31, 2019 and recognized an impairment loss totaling approximately $24.0 million for BXP and approximately $22.3 million for BPLP. Our estimated fair value was based on a pending offer from a third party to acquire the property and the subsequent execution of a purchase and sale agreement on April 18, 2019 for a gross sale price of approximately $38.0 million (See Note 12 to the Consolidated Financial Statements). One Tower Center is an approximately 410,000 net rentable square foot Class A office property located in East Brunswick, New Jersey.

~~Table of Content~~

~~On April 26, 2019,~~22, 2020, a joint venture in which we have a ~~50%~~20% interest ~~obtained construction financing with a total commitment of $255.0 million~~extended the mortgage loan collateralized by ~~its 7750 Wisconsin Avenue development project~~Metropolitan Square located in ~~Bethesda, Maryland.~~Washington, DC. At the time of the extension, the outstanding balance of the loan totaled approximately $156.4 million and was scheduled to mature on May 5, 2020. The ~~construction financing bears~~extended loan continues to bear interest at a ~~variable~~fixed rate ~~equal to LIBOR plus 1.25%~~of 5.75% per annum and matures on ~~April 26, 2023, with two, one-year extension options, subject to certain conditions. There have been no amounts drawn under the loan to date. 7750 Wisconsin Avenue~~August 5, 2020. Metropolitan Square is a ~~734,000~~Class A office property with approximately 654,000 net rentable square ~~foot build-to-suit Class A office project and below-grade parking garage.~~feet.

•

On May 5, 2020, BPLP completed a public offering of $1.25 billion in aggregate principal amount of its 3.250% unsecured senior notes due 2031. The notes were priced at 99.850% of the principal amount to yield an effective rate (including financing fees) of approximately 3.343% per annum to maturity. The notes will mature on January 30, 2031, unless earlier redeemed. The aggregate net proceeds from the offering were approximately $1.24 billion after deducting underwriting discounts and estimated transaction expenses.

Critical Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations discuss our Consolidated Financial Statements, which have been prepared in accordance with generally accepted accounting principles (“GAAP”). The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Certain accounting policies are considered to be critical accounting policies, as they require management to make assumptions about matters that are highly uncertain at the time the estimate is made and changes in accounting estimate are reasonably likely to occur from period to period. Management bases its estimates and assumptions on historical experience and current economic conditions. On an on-going basis, management evaluates its estimates and assumptions including those related to revenue, impairment of long-lived assets and the allowance for doubtful accounts. Actual results may differ from those estimates and assumptions.

Our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 contains a discussion of our critical accounting policies, except for our policies established following the adoption of Accounting Standards Update ~~("ASU"~~(“ASU”) ASU ~~2016-02,~~2016-13, ASU ~~2018-01~~2018-13, ASU 2018-17 and ASU ~~2018-11.~~2020-04. The adoption of each of the ~~above~~ pronouncements is discussed in Note 42 to our Consolidated Financial Statements. Management discusses and reviews our critical accounting policies and management’s judgments and estimates with BXP’s Audit Committee.

Results of Operations for the Three Months Ended March 31, ~~2019~~2020 and ~~2018~~2019

The full extent of the impact of COVID-19 on our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict. In addition, we cannot predict the impact that COVID-19 will have on our tenants, employees, contractors, lenders, suppliers, vendors and joint venture partners; any material effect on these parties could also have a material adverse effect on us. The impact of COVID-19 on our revenue, in particular lease and parking revenue for the second quarter of 2020 and thereafter, also cannot be determined at present. The situation surrounding COVID-19 remains fluid, and we are actively managing our response in collaboration with tenants, government officials and joint venture partners and assessing potential impacts to our financial position and operating results, as well as potential adverse developments in our business. See Item 1A: “Risk Factors” for additional details.

Net income attributable to Boston Properties, Inc. common shareholders and net income attributable to Boston Properties Limited Partnership common unitholders ~~decreased~~increased approximately ~~$77.9~~$399.4 million and ~~$87.5~~$453.0 million for the three months ended March 31, ~~2019~~2020 compared to ~~2018,~~2019, respectively, as detailed in the following tables and for the reasons discussed below under the heading “Comparison of the three months ended March 31, ~~2019~~2020 to the three months ended March 31, ~~2018”~~ 2019”within ~~“Item~~ “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations.~~Operations.”

The following are reconciliations of n~~et income attributable~~Net Income Attributable to Boston Properties, Inc. ~~common shareholders~~ Common Shareholders to ~~net operating income~~Net Operating Income and ~~net income attributable~~Net Income Attributable to Boston Properties Limited Partnership ~~common unitholders~~Common Unitholders to ~~net operating income~~Net Operating Income for thethree months ended March 31, ~~2019~~2020 and ~~2018~~2019 (in thousands):

~~Table of Content~~

Boston Properties, Inc.


	Three months ended March 31,
	2019			2018			Increase/ (Decrease)			% Change		Three months ended March 31,
	(in thousands)											2020			2019			Increase/ (Decrease)			% Change
Net Income Attributable to Boston Properties, Inc. Common Shareholders	$	98,105		$	176,021		$	(77,916	)	(44.27	)%	$	497,496		$	98,105		$	399,391		407.11	%
Preferred dividends	2,625			2,625			—			—	%	2,625			2,625			—			—	%
Net Income Attributable to Boston Properties, Inc.	100,730			178,646			(77,916		)	(43.61	)%	500,121			100,730			399,391			396.50	%
Net Income Attributable to Noncontrolling Interests:
Noncontrolling interest—common units of Boston Properties Limited Partnership	11,599			20,432			(8,833		)	(43.23	)%
Noncontrolling interest—common units of the Operating Partnership												57,539			11,599			45,940			396.07	%
Noncontrolling interests in property partnerships	18,830			17,234			1,596			9.26	%	19,486			18,830			656			3.48	%
Net Income	131,159			216,312			(85,153		)	(39.37	)%	577,146			131,159			445,987			340.04	%
Other Expenses:
Add:
Interest expense	101,009			90,220			10,789			11.96	%	101,591			101,009			582			0.58	%
Impairment loss	24,038			—			24,038			100.00	%	—			24,038			(24,038		)	(100.00	)%
Other Income:
Less:
Gains (losses) from investments in securities	2,969			(126		)	3,095			2,456.35	%	(5,445		)	2,969			(8,414		)	(283.40	)%
Interest and other income	3,753			1,648			2,105			127.73	%	3,017			3,753			(736		)	(19.61	)%
(Losses) gains on sales of real estate	(905		)	96,397			(97,302		)	(100.94	)%
Income from unconsolidated joint ventures	213			461			(248		)	(53.80	)%
Gains (losses) on sales of real estate												410,165			(905		)	411,070			45,422.10	%
Income (loss) from unconsolidated joint ventures												(369		)	213			(582		)	(273.24	)%
Other Expenses:
Add:
Depreciation and amortization expense	164,594			165,797			(1,203		)	(0.73	)%	171,094			164,594			6,500			3.95	%
Transaction costs	460			21			439			2,090.48	%	615			460			155			33.70	%
Payroll and related costs from management services contracts	3,395			2,885			510			17.68	%	3,237			3,395			(158		)	(4.65	)%
General and administrative expense	41,762			35,894			5,868			16.35	%	36,454			41,762			(5,308		)	(12.71	)%
Other Revenue:
Less:
Direct reimbursements of payroll and related costs from management services contracts	3,395			2,885			510			17.68	%	3,237			3,395			(158		)	(4.65	)%
Development and management services revenue	9,277			8,405			872			10.37	%	7,879			9,277			(1,398		)	(15.07	)%
Net Operating Income	$	447,715		$	401,459		$	46,256		11.52	%	$	471,653		$	447,715		$	23,938		5.35	%

~~Table of Content~~

Boston Properties Limited Partnership


	Three months ended March 31,
	2019			2018			Increase/ (Decrease)			% Change		Three months ended March 31,
	(in thousands)											2020			2019			Increase/ (Decrease)			% Change
Net Income Attributable to Boston Properties Limited Partnership Common Unitholders	$	113,382		$	200,907		$	(87,525	)	(43.56	)%	$	566,333		$	113,382		$	452,951		399.49	%
Preferred distributions	2,625			2,625			—			—	%	2,625			2,625			—			—	%
Net Income Attributable to Boston Properties Limited Partnership	116,007			203,532			(87,525		)	(43.00	)%	568,958			116,007			452,951			390.45	%
Net Income Attributable to Noncontrolling Interests:
Noncontrolling interests in property partnerships	18,830			17,234			1,596			9.26	%	19,486			18,830			656			3.48	%
Net Income	134,837			220,766			(85,929		)	(38.92	)%	588,444			134,837			453,607			336.41	%
Other Expenses:
Add:
Interest expense	101,009			90,220			10,789			11.96	%	101,591			101,009			582			0.58	%
Impairment loss	22,272			—			22,272			100.00	%	—			22,272			(22,272		)	(100.00	)%
Other Income:
Less:
Gains (losses) from investments in securities	2,969			(126		)	3,095			2,456.35	%	(5,445		)	2,969			(8,414		)	(283.40	)%
Interest and other income	3,753			1,648			2,105			127.73	%	3,017			3,753			(736		)	(19.61	)%
(Losses) gains on sales of real estate	(905		)	98,907			(99,812		)	(100.92	)%
Income from unconsolidated joint ventures	213			461			(248		)	(53.80	)%
Gains (losses) on sales of real estate												419,654			(905		)	420,559			46,470.61	%
Income (loss) from unconsolidated joint ventures												(369		)	213			(582		)	(273.24	)%
Other Expenses:
Add:
Depreciation and amortization expense	162,682			163,853			(1,171		)	(0.71	)%	169,285			162,682			6,603			4.06	%
Transaction costs	460			21			439			2,090.48	%	615			460			155			33.70	%
Payroll and related costs from management services contracts	3,395			2,885			510			17.68	%	3,237			3,395			(158		)	(4.65	)%
General and administrative expense	41,762			35,894			5,868			16.35	%	36,454			41,762			(5,308		)	(12.71	)%
Other Revenue:
Less:
Direct reimbursements of payroll and related costs from management services contracts	3,395			2,885			510			17.68	%	3,237			3,395			(158		)	(4.65	)%
Development and management services revenue	9,277			8,405			872			10.37	%	7,879			9,277			(1,398		)	(15.07	)%
Net Operating Income	$	447,715		$	401,459		$	46,256		11.52	%	$	471,653		$	447,715		$	23,938		5.35	%

BOSTON PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (Unaudited)

	March 31, 2019			December 31, 2018
	(in thousands, except for share and par value amounts)
ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $7,511,727 and $7,481,015 at March 31, 2019 and December 31, 2018, respectively)	$	21,741,265		$	21,649,896
Right of use assets - finance leases (amount related to VIEs of $21,000 at March 31, 2019)	187,292			—
Right of use assets - operating leases	151,166			—
Less: accumulated depreciation (amounts related to VIEs of $(999,691) and $(965,500) at March 31, 2019 and December 31, 2018, respectively)	(4,962,959		)	(4,897,777		)
Total real estate	17,116,764			16,752,119
Cash and cash equivalents (amounts related to VIEs of $254,299 and $296,806 at March 31, 2019 and December 31, 2018, respectively)	360,091			543,359
Cash held in escrows	72,207			95,832
Investments in securities	32,052			28,198
Tenant and other receivables (amounts related to VIEs of $15,782 and $15,519 at March 31, 2019 and December 31, 2018, respectively)	92,462			86,629
Note receivable	19,593			19,468
Related party note receivable	80,000			80,000
Accrued rental income (amounts related to VIEs of $280,952 and $272,466 at March 31, 2019 and December 31, 2018, respectively)	954,063			934,896
Deferred charges, net (amounts related to VIEs of $254,172 and $263,402 at March 31, 2019 and December 31, 2018, respectively)	666,320			678,724
Prepaid expenses and other assets (amounts related to VIEs of $56,027 and $26,513 at March 31, 2019 and December 31, 2018, respectively)	131,472			80,943
Investments in unconsolidated joint ventures	976,580			956,309
Total assets	$	20,501,604		$	20,256,477
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $2,926,760 and $2,929,326 at March 31, 2019 and December 31, 2018, respectively)	$	2,959,908		$	2,964,572
Unsecured senior notes, net	7,547,043			7,544,697
Unsecured line of credit	—			—
Unsecured term loan, net	498,607			498,488
Lease liabilities - finance leases (amount related to VIEs of $20,067 at March 31, 2019)	173,123			—
Lease liabilities - operating leases	199,653			—
Accounts payable and accrued expenses (amounts related to VIEs of $79,984 and $75,786 at March 31, 2019 and December 31, 2018, respectively)	328,885			276,645
Dividends and distributions payable	165,352			165,114
Accrued interest payable	89,171			89,267
Other liabilities (amounts related to VIEs of $182,729 and $200,344 at March 31, 2019 and December 31, 2018, respectively)	369,575			503,726
Total liabilities	12,331,317			12,042,509
Commitments and contingencies	—			—
Equity:
Stockholders’ equity attributable to Boston Properties, Inc.:

BOSTON PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (Unaudited and in thousands, except for share and par value amounts)

	March 31, 2020			December 31, 2019
ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $6,564,762 and $6,497,031 at March 31, 2020 and December 31, 2019, respectively)	$	22,342,209		$	22,502,976
Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at March 31, 2020 and December 31, 2019, respectively)	237,394			237,394
Right of use assets - operating leases	148,057			148,640
Less: accumulated depreciation (amounts related to VIEs of $(1,082,486) and$(1,058,495) at March 31, 2020 and December 31, 2019, respectively)	(5,209,487		)	(5,266,798		)
Total real estate	17,518,173			17,622,212
Cash and cash equivalents (amounts related to VIEs of $268,415 and $280,033 at March 31, 2020 and December 31, 2019, respectively)	660,733			644,950
Cash held in escrows	197,845			46,936
Investments in securities	28,101			36,747
Tenant and other receivables, net (amounts related to VIEs of $19,954 and $28,918 at March 31, 2020 and December 31, 2019, respectively)	89,431			112,807
Related party note receivable, net	78,800			80,000
Note receivable, net	15,794			15,920
Accrued rental income, net (amounts related to VIEs of $308,482 and $298,318 at March 31, 2020 and December 31, 2019, respectively)	1,059,677			1,038,788
Deferred charges, net (amounts related to VIEs of $205,688 and $214,769 at March 31, 2020 and December 31, 2019, respectively)	667,076			689,213
Prepaid expenses and other assets (amounts related to VIEs of $52,641 and $20,931 at March 31, 2020 and December 31, 2019, respectively)	136,730			41,685
Investments in unconsolidated joint ventures	1,377,338			955,647
Total assets	$	21,829,698		$	21,284,905
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $2,916,068 and $2,918,806 at March 31, 2020 and December 31, 2019, respectively)	$	2,919,157		$	2,922,408
Unsecured senior notes, net	8,393,009			8,390,459
Unsecured line of credit	250,000			—
Unsecured term loan, net	499,058			498,939
Lease liabilities - finance leases (amounts related to VIEs of $20,198 and $20,189 at March 31, 2020 and December 31, 2019, respectively)	227,067			224,042
Lease liabilities - operating leases	200,573			200,180
Accounts payable and accrued expenses (amounts related to VIEs of $28,437 and $45,777 at March 31, 2020 and December 31, 2019, respectively)	293,831			377,553
Dividends and distributions payable	171,026			170,713
Accrued interest payable	82,388			90,016
Other liabilities (amounts related to VIEs of $142,381 and $140,110 at March 31, 2020 and December 31, 2019, respectively)	366,852			387,994
Total liabilities	13,402,961			13,262,304
Commitments and contingencies	—			—

Redeemable deferred stock units— 63,475 and 60,676 units outstanding at redemption value at March 31, 2020 and December 31, 2019, respectively	5,854			8,365

BOSTON PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (Unaudited and in thousands, except for share and par value amounts)

	March 31, 2020			December 31, 2019
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;
5.25% Series B cumulative redeemable preferred stock, $0.01 par value, liquidation preference $2,500 per share, 92,000 shares authorized, 80,000 shares issued and outstanding at March 31, 2020 and December 31, 2019	200,000			200,000
Common stock, $0.01 par value, 250,000,000 shares authorized, 155,393,455 and 154,869,198 issued and 155,314,555 and 154,790,298 outstanding at March 31, 2020 and December 31, 2019, respectively	1,553			1,548
Additional paid-in capital	6,321,475			6,294,719
Dividends in excess of earnings	(416,740		)	(760,523		)
Treasury common stock at cost, 78,900 shares at March 31, 2020 and December 31, 2019	(2,722		)	(2,722		)
Accumulated other comprehensive loss	(55,700		)	(48,335		)
Total stockholders’ equity attributable to Boston Properties, Inc.	6,047,866			5,684,687
Noncontrolling interests:
Common units of Boston Properties Limited Partnership	636,572			600,860
Property partnerships	1,736,445			1,728,689
Total equity	8,420,883			8,014,236
Total liabilities and equity	$	21,829,698		$	21,284,905

BOSTON PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (Unaudited)

	March 31, 2019			December 31, 2018
	(in thousands, except for share and par value amounts)
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;
5.25% Series B cumulative redeemable preferred stock, $0.01 par value, liquidation preference $2,500 per share, 92,000 shares authorized, 80,000 shares issued and outstanding at March 31, 2019 and December 31, 2018	200,000			200,000
Common stock, $0.01 par value, 250,000,000 shares authorized, 154,594,386 and 154,537,378 issued and 154,515,486 and 154,458,478 outstanding at March 31, 2019 and December 31, 2018, respectively	1,545			1,545
Additional paid-in capital	6,414,612			6,407,623
Dividends in excess of earnings	(728,083		)	(675,534		)
Treasury common stock at cost, 78,900 shares at March 31, 2019 and December 31, 2018	(2,722		)	(2,722		)
Accumulated other comprehensive loss	(48,734		)	(47,741		)
Total stockholders’ equity attributable to Boston Properties, Inc.	5,836,618			5,883,171
Noncontrolling interests:
Common units of Boston Properties Limited Partnership	623,061			619,352
Property partnerships	1,710,608			1,711,445
Total equity	8,170,287			8,213,968
Total liabilities and equity	$	20,501,604		$	20,256,477



	Three months ended March 31,
	2019			2018
	(in thousands)
Net income	$	131,159		$	216,312
Other comprehensive income (loss):
Effective portion of interest rate contracts	(2,628		)	—
Amortization of interest rate contracts (1)	1,666			1,666
Other comprehensive income (loss)	(962		)	1,666
Comprehensive income	130,197			217,978
Net income attributable to noncontrolling interests	(30,429		)	(37,666		)
Other comprehensive income attributable to noncontrolling interests	(31		)	(299		)
Comprehensive income attributable to Boston Properties, Inc.	$	99,737		$	180,013



	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		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
Equity, December 31, 2018	154,458	$	1,545	$	200,000	$	6,407,623		$	(675,534	)	$	(2,722	)	$	(47,741	)	$	619,352		$	1,711,445		$	8,213,968
Cumulative effect of a change in accounting principle	—	—		—		—			(3,864		)	—			—			(445		)	(70		)	(4,379		)
Redemption of operating partnership units to common stock	14	—		—		492			—			—			—			(492		)	—			—
Allocated net income for the year	—	—		—		—			100,730			—			—			11,599			18,830			131,159
Dividends/distributions declared	—	—		—		—			(149,415		)	—			—			(17,185		)	—			(166,600		)
Shares issued pursuant to stock purchase plan	4	—		—		373			—			—			—			—			—			373
Net activity from stock option and incentive plan	39	—		—		3,059			—			—			—			13,410			—			16,469
Contributions from noncontrolling interests in property partnerships	—	—		—		—			—			—			—			—			4,387			4,387
Distributions to noncontrolling interests in property partnerships	—	—		—		—			—			—			—			—			(24,128		)	(24,128		)
Effective portion of interest rate contracts	—	—		—		—			—			—			(2,359		)	(269		)	—			(2,628		)
Amortization of interest rate contracts	—	—		—		—			—			—			1,366			156			144			1,666
Reallocation of noncontrolling interest	—	—		—		3,065			—			—			—			(3,065		)	—			—
Equity, March 31, 2019	154,515	$	1,545	$	200,000	$	6,414,612		$	(728,083	)	$	(2,722	)	$	(48,734	)	$	623,061		$	1,710,608		$	8,170,287

Equity, December 31, 2017	154,325	$	1,543	$	200,000	$	6,377,908		$	(712,343	)	$	(2,722	)	$	(50,429	)	$	604,739		$	1,683,760		$	8,102,456
Cumulative effect of a change in accounting principle	—	—		—		—			4,933			—			—			563			—			5,496
Redemption of operating partnership units to common stock	24	1		—		831			—			—			—			(832		)	—			—
Allocated net income for the year	—	—		—		—			178,646			—			—			20,432			17,234			216,312
Dividends/distributions declared	—	—		—		—			(126,115		)	—			—			(14,351		)	—			(140,466		)
Shares issued pursuant to stock purchase plan	3	—		—		429			—			—			—			—			—			429
Net activity from stock option and incentive plan	10	—		—		(185		)	—			—			—			13,805			—			13,620
Contributions from noncontrolling interests in property partnerships	—	—		—		—			—			—			—			—			15,267			15,267
Distributions to noncontrolling interests in property partnerships	—	—		—		—			—			—			—			—			(30,690		)	(30,690		)
Amortization of interest rate contracts	—	—		—		—			—			—			1,367			155			144			1,666
Reallocation of noncontrolling interest	—	—		—		5,164			—			—			—			(5,164		)	—			—
Equity, March 31, 2018	154,362	$	1,544	$	200,000	$	6,384,147		$	(654,879	)	$	(2,722	)	$	(49,062	)	$	619,347		$	1,685,715		$	8,184,090



	For the three months ended March 31,
	2019			2018
	(in thousands)
Cash flows from operating activities:
Net income	$	131,159		$	216,312
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	164,594			165,797
Amortization of right of use assets - operating leases	605			—
Impairment loss	24,038			—
Non-cash compensation expense	15,050			14,772
Income from unconsolidated joint ventures	(213		)	(461		)
Distributions of net cash flow from operations of unconsolidated joint ventures	2,650			847
(Gains) losses from investments in securities	(2,969		)	126
Non-cash portion of interest expense	5,447			5,299
Losses (gains) on sales of real estate	905			(96,397		)
Change in assets and liabilities:
Tenant and other receivables, net	(14,000		)	22,790
Note receivable	(125		)	—
Accrued rental income, net	(15,570		)	(26,319		)
Prepaid expenses and other assets	(68,554		)	(66,968		)
Lease liabilities - operating leases	370			—
Accounts payable and accrued expenses	258			(13,913		)
Accrued interest payable	(160		)	12,399
Other liabilities	(17,831		)	23,089
Tenant leasing costs	(18,420		)	(31,595		)
Total adjustments	76,075			9,466
Net cash provided by operating activities	207,234			225,778
Cash flows from investing activities:
Acquisition of real estate	(43,061		)	—
Construction in progress	(85,632		)	(150,060		)
Building and other capital improvements	(32,719		)	(53,550		)
Tenant improvements	(54,242		)	(47,157		)
Proceeds from sales of real estate	20,019			116,120
Capital contributions to unconsolidated joint ventures	(26,995		)	(48,823		)
Investments in securities, net	(885		)	(318		)
Net cash used in investing activities	(223,515		)	(183,788		)


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



BOSTON PROPERTIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	For the three months ended March 31,
	2019			2018
	(in thousands)
Cash flows from financing activities:
Repayments of mortgage notes payable	(5,645		)	(5,333		)
Borrowings on unsecured line of credit	50,000			260,000
Repayments of unsecured line of credit	(50,000		)	(190,000		)
Payments on finance lease obligations	(470		)	—
Payments on capital lease obligations	—			(3		)
Payments on real estate financing transactions	—			(444		)
Deferred financing costs	(186		)	(16		)
Net proceeds from equity transactions	1,792			(723		)
Dividends and distributions	(166,362		)	(140,288		)
Contributions from noncontrolling interests in property partnerships	4,387			15,267
Distributions to noncontrolling interests in property partnerships	(24,128		)	(30,690		)
Net cash used in financing activities	(190,612		)	(92,230		)
Net decrease in cash and cash equivalents and cash held in escrows	(206,893		)	(50,240		)
Cash and cash equivalents and cash held in escrows, beginning of period	639,191			505,369
Cash and cash equivalents and cash held in escrows, end of period	$	432,298		$	455,129

Reconciliation of cash and cash equivalents and cash held in escrows:
Cash and cash equivalents, beginning of period	$	543,359		$	434,767
Cash held in escrows, beginning of period	95,832			70,602
Cash and cash equivalents and cash held in escrows, beginning of period	$	639,191		$	505,369

Cash and cash equivalents, end of period	$	360,091		$	294,571
Cash held in escrows, end of period	72,207			160,558
Cash and cash equivalents and cash held in escrows, end of period	$	432,298		$	455,129

Supplemental disclosures:
Cash paid for interest	$	107,094		$	89,412
Interest capitalized	$	11,813		$	17,378
Non-cash investing and financing activities:
Write-off of fully depreciated real estate	$	(31,640	)	$	(29,609	)
Additions to real estate included in accounts payable and accrued expenses	$	49,689		$	35,245
Real estate acquired through finance lease	$	122,563		$	—
Dividends and distributions declared but not paid	$	165,352		$	139,218
Conversions of noncontrolling interests to stockholders’ equity	$	492		$	832
Issuance of restricted securities to employees	$	37,428		$	36,433

BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (Unaudited)

	March 31, 2019			December 31, 2018
	(in thousands, except for unit amounts)
ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $7,511,727 and $7,481,015 at March 31, 2019 and December 31, 2018, respectively)	$	21,345,264		$	21,251,540
Right of use assets - finance leases (amount related to VIEs of $21,000 at March 31, 2019)	187,292			—
Right of use assets - operating leases	151,166			—
Less: accumulated depreciation (amounts related to VIEs of $(999,691) and $(965,500) at March 31, 2019 and December 31, 2018, respectively)	(4,864,334		)	(4,800,475		)
Total real estate	16,819,388			16,451,065
Cash and cash equivalents (amounts related to VIEs of $254,299 and $296,806 at March 31, 2019 and December 31, 2018, respectively)	360,091			543,359
Cash held in escrows	72,207			95,832
Investments in securities	32,052			28,198
Tenant and other receivables (amounts related to VIEs of $15,782 and $15,519 at March 31, 2019 and December 31, 2018, respectively)	92,462			86,629
Note receivable	19,593			19,468
Related party note receivable	80,000			80,000
Accrued rental income (amounts related to VIEs of $280,952 and $272,466 at March 31, 2019 and December 31, 2018, respectively)	954,063			934,896
Deferred charges, net (amounts related to VIEs of $254,172 and $263,402 at March 31, 2019 and December 31, 2018, respectively)	666,320			678,724
Prepaid expenses and other assets (amounts related to VIEs of $56,027 and $26,513 at March 31, 2019 and December 31, 2018, respectively)	131,472			80,943
Investments in unconsolidated joint ventures	976,580			956,309
Total assets	$	20,204,228		$	19,955,423
LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $2,926,760 and $2,929,326 at March 31, 2019 and December 31, 2018, respectively)	$	2,959,908		$	2,964,572
Unsecured senior notes, net	7,547,043			7,544,697
Unsecured line of credit	—			—
Unsecured term loan, net	498,607			498,488
Lease liabilities - finance leases (amount related to VIEs of $20,067 at March 31, 2019)	173,123			—
Lease liabilities - operating leases	199,653			—
Accounts payable and accrued expenses (amounts related to VIEs of $79,984 and $75,786 at March 31, 2019 and December 31, 2018, respectively)	328,885			276,645
Distributions payable	165,352			165,114
Accrued interest payable	89,171			89,267
Other liabilities (amounts related to VIEs of $182,729 and $200,344 at March 31, 2019 and December 31, 2018, respectively)	369,575			503,726
Total liabilities	12,331,317			12,042,509
Commitments and contingencies	—			—
Noncontrolling interests:
Redeemable partnership units—16,844,947 and 16,783,558 common units and 1,187,919 and 991,577 long term incentive units outstanding at redemption value at March 31, 2019 and December 31, 2018, respectively	2,414,240			2,000,591



	Units		Capital
	General Partner	Limited Partner	Partners' Capital (General and Limited Partners)			Preferred units			Accumulated Other Comprehensive Loss			Noncontrolling Interests - Property Partnerships			Total Capital			Noncontrolling interests - Redeemable Partnership Units
	General Partner	Limited Partner	Partners' Capital (General and Limited Partners)			Preferred units			Accumulated Other Comprehensive Loss			Noncontrolling Interests - Property Partnerships			Total Capital			Noncontrolling interests - Redeemable Partnership Units
Equity, December 31, 2018	1,722	152,736	$	4,054,996		$	193,623		$	(47,741	)	$	1,711,445		$	5,912,323		$	2,000,591
Cumulative effect of a change in accounting principle	—	—	(3,864		)	—			—			(70		)	(3,934		)	(445		)
Contributions	2	41	4,820			—			—			—			4,820			34,400
Allocated net income for the year	—	—	101,783			2,625			—			18,830			123,238			11,599
Distributions	—	—	(146,790		)	(2,625		)	—			—			(149,415		)	(17,185		)
Unearned compensation	—	—	(1,388		)	—			—			—			(1,388		)	(20,990		)
Conversion of redeemable partnership units	1	13	492			—			—			—			492			(492		)
Adjustment to reflect redeemable partnership units at redemption value	—	—	(406,875		)	—			—			—			(406,875		)	406,875
Effective portion of interest rate contracts	—	—	—			—			(2,359		)	—			(2,359		)	(269		)
Amortization of interest rate contracts	—	—	—			—			1,366			144			1,510			156
Contributions from noncontrolling interests in property partnerships	—	—	—			—			—			4,387			4,387			—
Distributions to noncontrolling interests in property partnerships	—	—	—			—			—			(24,128		)	(24,128		)	—
Equity, March 31, 2019	1,725	152,790	$	3,603,174		$	193,623		$	(48,734	)	$	1,710,608		$	5,458,671		$	2,414,240

Equity, December 31, 2017	1,720	152,606	$	3,664,436		$	193,623		$	(50,429	)	$	1,683,760		$	5,491,390		$	2,292,263
Cumulative effect of a change in accounting principle	—	—	4,933			—			—			—			4,933			563
Contributions	1	11	1,452			—			—			—			1,452			34,258
Allocated net income for the year	—	—	180,475			2,625			—			17,234			200,334			20,432
Distributions	—	—	(123,490		)	(2,625		)	—			—			(126,115		)	(14,351		)
Unearned compensation	—	—	(1,208		)	—			—			—			(1,208		)	(20,453		)
Conversion of redeemable partnership units	1	23	832			—			—			—			832			(832		)
Adjustment to reflect redeemable partnership units at redemption value	—	—	115,432			—			—			—			115,432			(115,432		)
Effective portion of interest rate contracts	—	—	—			—			—			—			—			—
Amortization of interest rate contracts	—	—	—			—			1,367			144			1,511			155
Contributions from noncontrolling interests in property partnerships	—	—	—			—			—			15,267			15,267			—
Distributions to noncontrolling interests in property partnerships	—	—	—			—			—			(30,690		)	(30,690		)	—
Equity, March 31, 2018	1,722	152,640	$	3,842,862		$	193,623		$	(49,062	)	$	1,685,715		$	5,673,138		$	2,196,603



Period from January 24, 2019 through December 31, 2019	$	17,918
2020	109,460
Total expected minimum lease payments	127,378
Interest portion	(4,815		)
Present value of expected net lease payments	$	122,563



	Three months ended March 31, 2019
Lease costs
Operating lease costs	$	3,677
Finance lease costs
Amortization of right of use asset (1)	$	16
Interest on lease liabilities (2)	$	12

	March 31, 2019
Other information
Weighted-average remaining lease term (in years)
Operating leases	52
Finance leases	5
Weighted-average discount rate
Operating leases	5.7		%
Finance leases	4.1		%


~~(1)~~	The finance leases relate to either land, building or assets that remain in development. The Company's policy is not to depreciate finance lease assets related to land because it is assumed to have an indefinite life. For assets under development, depreciation may commence once the asset is placed in-service and depreciation would be recognized in accordance with the Company's policy.


~~(2)~~	~~Three of the finance leases relate to assets under development and as such the entire interest amount was capitalized.~~



Years Ending December 31,	(in thousands)
2019	$	11,425
2020	18,425
2021	25,310
2022	8,894
2023	9,084
Thereafter	567,232



	Operating			Finance (1)
April 1, 2019 - December 31, 2019	$	7,317		$	4,401
2020	17,488			122,070
2021	25,403			2,130
2022	11,376			1,121
2023	9,084			944
Thereafter	567,232			73,241
Total lease payments	637,900			203,907
Less: interest portion	(438,247		)	(30,784		)
Present value of lease payments	$	199,653		$	173,123


~~(1)~~	~~Finance lease payments in 2020 and 2024 include approximately $119.8 million and $38.7 million, respectively, related to purchase options that the Company is reasonably certain that it will exercise.~~



	Three months ended March 31,
Lease Revenue	2020		2019
Fixed contractual payments	$	586,957	$	553,986
Variable lease payments	123,154		125,265
	$	710,111	$	679,251



	(in thousands)
April 1, 2019 - December 31, 2019	$	1,573,871
2020	2,147,464
2021	2,076,969
2022	1,910,362
2023	1,811,936
Thereafter	12,821,229


		Nominal % Ownership			Carrying Value of Investment (1)										Carrying Value of Investment (1)
Entity	Properties	Nominal % Ownership			March 31, 2019			December 31, 2018			Properties	Nominal % Ownership			March 31, 2020			December 31, 2019
					(in thousands)										(in thousands)
Square 407 Limited Partnership	Market Square North	50.0	%		$	(5,948	)	$	(6,424	)	Market Square North	50.0	%		$	(4,469	)	$	(4,872	)
The Metropolitan Square Associates LLC	Metropolitan Square	20.0	%		3,146			2,644
BP/CRF 901 New York Avenue LLC	901 New York Avenue	25.0	%	(2)	(13,215		)	(13,640		)
BP/CRF Metropolitan Square, LLC											Metropolitan Square	20.0	%		13,130			9,134
901 New York, LLC											901 New York Avenue	25.0	%	(2)	(12,069		)	(12,113		)
WP Project Developer LLC	Wisconsin Place Land and Infrastructure	33.3	%	(3)	37,821			38,214			Wisconsin Place Land and Infrastructure	33.3	%	(3)	36,446			36,789
Annapolis Junction NFM LLC	Annapolis Junction	50.0	%	(4)	25,284			25,268			Annapolis Junction	50.0	%	(4)	25,461			25,391
540 Madison Venture LLC	540 Madison Avenue	60.0	%		66,452			66,391			540 Madison Avenue	60.0	%	(5)	2,961			2,953
500 North Capitol Venture LLC	500 North Capitol Street, NW	30.0	%		(4,781		)	(5,026		)	500 North Capitol Street, NW	30.0	%		(5,688		)	(5,439		)
501 K Street LLC	1001 6th Street	50.0	%	(5)	42,500			42,557			1001 6th Street	50.0	%	(6)	42,774			42,496
Podium Developer LLC	The Hub on Causeway - Podium	50.0	%		69,849			69,302			The Hub on Causeway - Podium	50.0	%		49,605			49,466
Residential Tower Developer LLC	The Hub on Causeway - Residential	50.0	%		47,795			47,505			Hub50House	50.0	%		54,414			55,092
Hotel Tower Developer LLC	The Hub on Causeway - Hotel Air Rights	50.0	%		3,343			3,022			The Hub on Causeway - Hotel Air Rights	50.0	%		9,889			9,883
Office Tower Developer LLC	100 Causeway Street	50.0	%	(6)	46,881			23,804			100 Causeway Street	50.0	%		57,079			56,606
1265 Main Office JV LLC	1265 Main Street	50.0	%		4,030			3,918			1265 Main Street	50.0	%		3,636			3,780
BNY Tower Holdings LLC	Dock 72	50.0	%		83,291			82,520			Dock 72	50.0	%		95,362			94,804
BNYTA Amenity Operator LLC											Dock 72	50.0	%		—			—
CA-Colorado Center Limited Partnership	Colorado Center	50.0	%		252,762			253,495			Colorado Center	50.0	%		251,146			252,069
7750 Wisconsin Avenue LLC	7750 Wisconsin Avenue	50.0	%	(6)	70,147			69,724			7750 Wisconsin Avenue	50.0	%		57,003			56,247
BP-M 3HB Venture LLC	3 Hudson Boulevard	25.0	%		47,480			46,993			3 Hudson Boulevard	25.0	%		84,301			67,499
SMBP Venture LP	Santa Monica Business Park	55.0	%		175,799			180,952			Santa Monica Business Park	55.0	%		151,997			163,937
Platform 16 Holdings LP											Platform 16	55.0	%	(7)	93,991			29,501
Gateway Portfolio Holdings LLC											Gateway Commons	50.0	%	(8)	348,143			N/A
					$	952,636		$	931,219						$	1,355,112		$	933,223


(1)	Investments with deficit balances aggregating approximately ~~$23.9~~$22.2 million and ~~$25.1~~$22.4 million at March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, ~~have been reflected~~are included within Other Liabilities in the Company’s Consolidated Balance Sheets.


(2)	The Company’s economic ownership has increased based on the achievement of certain return thresholds. At March 31, 2020 and December 31, 2019, the Company’s economic ownership was approximately 50%.


(3)	The Company’s wholly-owned subsidiary that owns Wisconsin Place Office also owns a 33.3% interest in the joint venture entity that owns the land, parking garage and infrastructure of the project.


(4)	The joint venture owns ~~three~~3 in-service buildings and ~~two~~2 undeveloped land parcels.


(5)	The property was sold on June 27, 2019. As of March 31, 2020 and December 31, 2019, the investment is comprised of undistributed cash.


(6)	Under the joint venture agreement for this land parcel, the partner will be entitled to up to ~~two~~2 additional payments from the venture based on increases in total entitled square footage of the project above 520,000 square feet and achieving certain project returns at stabilization.


(8)	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.


(1)	At March 31, 2020 and December 31, 2019, this amount includes right of use assets - finance leases totaling approximately $248.9 million and $383.9 million, respectively, and right of use assets - operating leases totaling approximately ~~$248.9~~$11.9 million and ~~$12.7~~$12.1 million, respectively.


(1)	Includes straight-line rent adjustments of approximately ~~$5.8~~$9.7 million and ~~$1.8~~$5.8 million for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively.



Record Date	Payment Date	Distributions per OP Unit and LTIP Unit		Distributions per MYLTIP Unit
March 31, 2020	April 30, 2020		$0.98		$0.098
December 31, 2019	January 30, 2020		$0.98		$0.098



Record Date	Payment Date	Dividend (Per Share)		Distribution (Per Unit)
March 31, 2020	April 30, 2020		$0.98		$0.98
December 31, 2019	January 30, 2020		$0.98		$0.98

March 29, 2019	April 30, 2019		$0.95		$0.95
December 31, 2018	January 30, 2019		$0.95		$0.95



	Three months ended March 31, 2020
	Income (Numerator)			Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to Boston Properties, Inc. common shareholders	$	497,496		155,011	$	3.21
Allocation of undistributed earnings to participating securities	(1,011		)	—	(0.01		)
Net income attributable to Boston Properties, Inc. common shareholders	$	496,485		155,011	$	3.20
Effect of Dilutive Securities:
Stock Based Compensation	—			247	—
Diluted Earnings:
Net income attributable to Boston Properties, Inc. common shareholders	$	496,485		155,258	$	3.20

	Three months ended March 31, 2019
	Income (Numerator)			Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to Boston Properties, Inc. common shareholders	$	98,105		154,525	$	0.63
Effect of Dilutive Securities:
Stock Based Compensation	—			319	—
Diluted Earnings:
Net income attributable to Boston Properties, Inc. common shareholders	$	98,105		154,844	$	0.63



	Three months ended March 31, 2019
	Income (Numerator)		Units (Denominator)	Per Unit Amount
	(in thousands, except for per unit amounts)
Basic Earnings:
Net income attributable to Boston Properties Limited Partnership common unitholders	$	113,382	172,131	$	0.66
Effect of Dilutive Securities:
Stock Based Compensation	—		319	—
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership common unitholders	$	113,382	172,450	$	0.66



	Three months ended March 31, 2018
	Income (Numerator)			Units (Denominator)	Per Unit Amount
	(in thousands, except for per unit amounts)
Basic Earnings:
Net income attributable to Boston Properties Limited Partnership common unitholders	$	200,907		171,867	$	1.17
Allocation of undistributed earnings to participating securities	(141		)	—	—
Net income attributable to Boston Properties Limited Partnership common unitholders	$	200,766		171,867	$	1.17
Effect of Dilutive Securities:
Stock Based Compensation	—			320	—
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership common unitholders	$	200,766		172,187	$	1.17