UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the Quarterly Period Ended ~~September 30, 2019~~March 31, 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, Massachusetts 02199-8103

(Address of principal executive offices) (Zip Code)

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

(Registrants’ telephone number, including area code)

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

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

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

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

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

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

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

Boston Properties, Inc.:

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

Boston Properties Limited Partnership:

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

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

Boston Properties, Inc. ☐ Boston Properties Limited Partnership ☐

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

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

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



Boston Properties, Inc.	Common Stock, par value $0.01 per share	~~154,621,676~~155,369,141
(Registrant)	(Class)	(Outstanding on ~~November 1, 2019)~~May 5, 2020)

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EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended ~~September 30, 2019~~March 31, 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 ~~September 30, 2019,~~March 31, 2020, BXP owned an approximate ~~89.6%~~89.7% ownership interest in BPLP. The remaining approximate ~~10.4%~~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

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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 ~~$293.2~~$280.0 million, or ~~1.7%,~~1.6% at ~~September 30, 2019~~March 31, 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 9.8. Stockholders’ Equity / Partners’ Capital;

•Note 10.9. Earnings Per Share / Common Unit; and

•Note 12.11. 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 ~~September 30, 2019~~March 31, 2020

TABLE OF CONTENTS




		Page

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

Boston Properties, Inc.
	a) Consolidated Balance Sheets as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019	1
	b) Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	3
	c) Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	4
	d) Consolidated Statements of Stockholders’ Equity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	5
	e) Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	76

Boston Properties Limited Partnership
	a) Consolidated Balance Sheets as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019	98
	b) Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	1110
	c) Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	1211
	d) Consolidated Statements of Capital and Noncontrolling Interests for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	1312
	e) Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	1513

Boston Properties, Inc. and Boston Properties Limited Partnership
	Notes to the Consolidated Financial Statements	1715

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5138
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	~~101~~75
ITEM 4.	Controls and Procedures	~~102~~75

PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	~~103~~76
ITEM 1A.	Risk Factors	~~103~~76
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	~~103~~79
ITEM 3.	Defaults Upon Senior Securities	~~104~~80
ITEM 4.	Mine Safety Disclosures	~~104~~80
ITEM 5.	Other Information	~~104~~80
ITEM 6.	Exhibits	~~105~~81

SIGNATURES		~~106~~82

~~(1)~~


(1)	Amounts reclassified from comprehensive income primarily to interest expense within ~~the~~ Boston Properties Limited Partnership’s Consolidated Statements of Operations.

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

~~Table of Content~~

BOSTON PROPERTIES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS
(Unaudited and in thousands)

Units Capital
General Partner Limited Partner Partners’ Capital (General and Limited Partners) Preferred Units
Accumulated
Other
Comprehensive Loss

Noncontrolling
Interests - Property Partnerships
Total Capital Noncontrolling interests - Redeemable Partnership Units

Equity, June 30, 2019 1,726
152,837
$ 3,562,910
$ 193,623
$ (51,340 ) $ 1,696,221
$ 5,401,414
$ 2,324,238
Cumulative effect of a change in accounting principle —
—
—
—
—
—
—
—
Contributions —
2
(3,915 ) —
—
—
(3,915 ) —
Allocated net income for the period —
—
109,611
2,625
—
18,470
130,706
12,506
Distributions —
—
(146,843 ) (2,625 ) —
—
(149,468 ) (17,200 )
Unearned compensation —
—
(7,205 ) —
—
—
(7,205 ) 6,774
Conversion of redeemable partnership units —
7
223
—
—
—
223
(223 )
Adjustment to reflect redeemable partnership units at redemption value —
—
(9,252 ) —
—
—
(9,252 ) 9,252
Effective portion of interest rate contracts —
—
—
—
(2,022 ) —
(2,022 ) (231 )
Amortization of interest rate contracts —
—
—
—
1,366
144
1,510
156
Acquisition of noncontrolling interest in property partnership —
—
43
—
—
—
43
—
Sale of an interest in property partnerships —
—
—
—
—
4,216
4,216
—
Contributions from noncontrolling interests in property partnerships —
—
—
—
—
14,820
14,820
—
Distributions to noncontrolling interests in property partnerships —
—
—
—
—
(13,748 ) (13,748 ) —
Equity, September 30, 2019 1,726
152,846
$ 3,505,572
$ 193,623
$ (51,996 ) $ 1,720,123
$ 5,367,322
$ 2,335,272

Equity, June 30, 2018 1,722
152,689
$ 3,820,773
$ 193,623
$ (47,695 ) $ 1,699,181
$ 5,665,882
$ 2,235,432
Cumulative effect of a change in accounting principle —
—
—
—
—
—
—
—
Contributions —
3
354
—
—
—
354
(3 )
Allocated net income for the period —
—
122,384
2,625
—
14,850
139,859
13,817
Distributions —
—
(146,718 ) (2,625 ) —
—
(149,343 ) (17,022 )
Unearned compensation —
—
768
—
—
—
768
7,689
Conversion of redeemable partnership units —
26
916
—
—
—
916
(916 )
Adjustment to reflect redeemable partnership units at redemption value —
—
48,622
—
—
—
48,622
(48,622 )
Effective portion of interest rate contracts —
—
—
—
1,190
—
1,190
135
Amortization of interest rate contracts —
—
—
—
1,368
144
1,512
154
Contributions from noncontrolling interests in property partnerships —
—
—
—
—
9,616
9,616
—
Distributions to noncontrolling interests in property partnerships —
—
—
—
—
(12,763 ) (12,763 ) —
Equity, September 30, 2018 1,722
152,718
$ 3,847,099
$ 193,623
$ (45,137 ) $ 1,711,028
$ 5,706,613
$ 2,190,664

~~Table of Content~~

BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS (Unaudited and in thousands)

	Units		Capital
	General Partner	Limited Partner	Partners’ Capital (General and Limited Partners)			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, 2019	1,727	153,063	$	3,380,175		$	193,623		$	(48,335	)	$	1,728,689		$	5,254,152		$	2,468,753
Cumulative effect of a change in accounting principle	—	—	(1,505		)	—			—			—			(1,505		)	(174		)
Contributions	1	63	6,712			—			—			—			6,712			39,741
Allocated net income for the period	—	—	508,794			2,625			—			19,486			530,905			57,539
Distributions	—	—	(152,208		)	(2,625		)	—			—			(154,833		)	(17,444		)
Unearned compensation	—	—	996			—			—			—			996			(24,064		)
Conversion of redeemable partnership units	3	458	15,495			—			—			—			15,495			(15,495		)
Adjustment to reflect redeemable partnership units at redemption value	—	—	868,168			—			—			—			868,168			(868,168		)
Effective portion of interest rate contracts	—	—	—			—			(8,732		)	—			(8,732		)	(988		)
Amortization of interest rate contracts	—	—	—			—			1,367			144			1,511			155
Contributions from noncontrolling interests in property partnerships	—	—	—			—			—			3,876			3,876			—
Distributions to noncontrolling interests in property partnerships	—	—	—			—			—			(15,750		)	(15,750		)	—
Equity, March 31, 2020	1,731	153,584	$	4,626,627		$	193,623		$	(55,700	)	$	1,736,445		$	6,500,995		$	1,639,855

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

BOSTON PROPERTIES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS
(Unaudited and in thousands)

Units Capital
General Partner Limited Partner Partners’ Capital (General and Limited Partners) 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 3
69
1,787
—
—
—
1,787
35,482
Allocated net income for the period —
—
378,081
7,875
—
54,782
440,738
43,133
Distributions —
—
(440,468 ) (7,875 ) —
—
(448,343 ) (51,591 )
Unearned compensation —
—
(7,980 ) —
—
—
(7,980 ) (5,930 )
Conversion of redeemable partnership units 1
41
1,435
—
—
—
1,435
(1,435 )
Adjustment to reflect redeemable partnership units at redemption value —
—
(315,953 ) —
—
—
(315,953 ) 315,953
Effective portion of interest rate contracts —
—
—
—
(8,354 ) —
(8,354 ) (953 )
Amortization of interest rate contracts —
—
—
—
4,099
432
4,531
467
Acquisition of noncontrolling interest in property partnership —
—
(162,462 ) —
—
(24,501 ) (186,963 ) —
Sale of an interest in property partnerships —
—
—
—
—
4,216
4,216
—
Contributions from noncontrolling interests in property partnerships —
—
—
—
—
26,968
26,968
—
Distributions to noncontrolling interests in property partnerships —
—
—
—
—
(53,149 ) (53,149 ) —
Equity, September 30, 2019 1,726
152,846
$ 3,505,572
$ 193,623
$ (51,996 ) $ 1,720,123
$ 5,367,322
$ 2,335,272

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
53
2,039
—
—
—
2,039
34,970
Allocated net income for the period —
—
433,941
7,875
—
46,484
488,300
49,128
Distributions —
—
(393,737 ) (7,875 ) —
—
(401,612 ) (45,730 )
Unearned compensation —
—
112
—
—
—
112
(5,754 )
Conversion of redeemable partnership units 1
59
2,112
—
—
—
2,112
(2,112 )
Adjustment to reflect redeemable partnership units at redemption value —
—
133,263
—
—
—
133,263
(133,263 )
Effective portion of interest rate contracts —
—
—
—
1,190
—
1,190
135
Amortization of interest rate contracts —
—
—
—
4,102
432
4,534
464
Contributions from noncontrolling interests in property partnerships —
—
—
—
—
37,148
37,148
—
Distributions to noncontrolling interests in property partnerships —
—
—
—
—
(56,796 ) (56,796 ) —
Equity, September 30, 2018 1,722
152,718
$ 3,847,099
$ 193,623
$ (45,137 ) $ 1,711,028
$ 5,706,613
$ 2,190,664

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

~~Table of Content~~

BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited and in thousands)							BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited and in thousands)
	For the nine months ended September 30,
	2019			2018			For the three months ended March 31,
	(in thousands)						2020			2019
Cash flows from operating activities:
Net income	$	483,871		$	537,428		$	588,444		$	134,837
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	501,901			474,383			169,285			162,682
Amortization of right of use assets - operating leases	1,821			—			583			605
Impairment loss	22,272			—			—			22,272
Non-cash compensation expense	33,253			31,700			17,525			15,050
Loss (income) from unconsolidated joint ventures	(47,528		)	3,083			369			(213		)
Distributions of net cash flow from operations of unconsolidated joint ventures	16,770			3,988			5,917			2,650
Gains from investments in securities	(4,240		)	(1,454		)
Losses (gains) from investments in securities							5,445			(2,969		)
Non-cash portion of interest expense	16,594			15,922			5,646			5,447
Settlement of accreted debt discount on redemption of unsecured senior notes	(763		)	—
Loss from early extinguishment of debt	28,010			—
Gains on sales of real estate	(915		)	(126,831		)
(Gains) losses on sales of real estate							(419,654		)	905
Change in assets and liabilities:
Tenant and other receivables, net	(20,677		)	1,578			17,784			(14,000		)
Note receivable	(376		)	—
Note receivable, net							(128		)	(125		)
Accrued rental income, net	(19,327		)	(41,519		)	(27,285		)	(15,570		)
Prepaid expenses and other assets	(63,857		)	(51,938		)	(93,819		)	(68,554		)
Lease liabilities - operating leases	1,191			—			393			370
Accounts payable and accrued expenses	32,467			6,354			(48,591		)	258
Accrued interest payable	(6,104		)	8,860			(7,644		)	(160		)
Other liabilities	(78,449		)	(1,561		)	(21,296		)	(17,831		)
Tenant leasing costs	(76,122		)	(89,366		)	(17,777		)	(18,420		)
Total adjustments	335,921			233,199			(413,247		)	72,397
Net cash provided by operating activities	819,792			770,627			175,197			207,234
Cash flows from investing activities:
Acquisitions of real estate	(148,912		)	—
Acquisition of real estate							—			(43,061		)
Construction in progress	(390,275		)	(530,389		)	(143,160		)	(85,632		)
Building and other capital improvements	(129,340		)	(140,969		)	(39,154		)	(32,719		)
Tenant improvements	(191,532		)	(129,450		)	(64,172		)	(54,242		)
Right of use assets - finance leases	(5,152		)	—
Proceeds from sales of real estate	83,486			175,577			259,489			20,019
Capital contributions to unconsolidated joint ventures	(65,499		)	(314,075		)	(89,997		)	(26,995		)
Capital distributions from unconsolidated joint ventures	136,807			—
Cash and cash equivalents deconsolidated	(24,112		)	—
Issuance of related party note receivable	—			(80,000		)
Investments in securities, net	(1,937		)	(761		)	3,201			(885		)
Net cash used in investing activities	(736,466		)	(1,020,067		)	(73,793		)	(223,515		)

common units of partnership interest (also referred to as “OP Units”),

long term incentive units of partnership interest (also referred to as “LTIP Units”), and

preferred units of partnership interest (also referred to as “Preferred Units”).

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177 office properties (including 118 properties under construction/redevelopment);

12 retail properties;

6 residential properties (including 2 properties under construction); and

The interpolated rates from yields on outstanding U.S. Treasury issuances for up to 30 years and for years 31 and beyond, longer-term publicly traded educational institution debt issued by high credit quality educational institutions with maturity dates up to 2116,

~~Observable mortgage rates spread over U.S. Treasury issuances, and~~

~~Unlevered property yields and discount rates.~~

if there is a negative change in the economy, including, but not limited to, a reversal of current job growth trends and an increase in unemployment, it could have a negative effect on the following, among other things:

the ~~fundamentals~~risks and uncertainties related to the impact of the COVID-19 global pandemic, including the duration, scope and severity of the pandemic domestically and internationally; federal, state and local government actions or restrictive measures implemented in response to COVID-19, the effectiveness of such measures and the direct and indirect impact of such measures on our and our tenants' businesses, financial condition, results of operation, cash flows, liquidity and performance, and the U.S. and international economy and economic activity generally; whether new or existing actions and measures continue to result in increasing unemployment that impacts the ability of our ~~business, including overall market occupancy, tenant space utilization~~residential tenants to generate sufficient income to pay, or make them unwilling to pay rent in a timely manner, in full or at all; the health, continued service and ~~rental rates;~~

~~the financial condition~~availability of our personnel, including our key personnel and property management teams; and the effectiveness or lack of effectiveness of governmental relief in providing assistance to individuals and large and small businesses, including our tenants, ~~many of which are financial, legal, media/telecommunication, technology and other professional firms, our lenders, counterparties to our derivative financial instruments and institutions~~ that ~~hold our cash balances and short-term investments, which may expose us to increased risks of default by these parties; and~~

~~the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis;~~have suffered significant adverse effects from COVID-19;

volatile or adverse global economic and political conditions, health crises and dislocations in the credit markets could adversely affect our access to cost-effective capital and have a resulting material adverse effect on our business opportunities, results of operations and financial condition;

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 concentrated in five markets in the United States - Boston, Los Angeles, New York, San Francisco and Washington, DC. 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 weighted-average lease term for ~~all in-service office~~our in-place leases was approximately ~~8.0~~8.3 years, as of ~~September 30, 2019~~,March 31, 2020, including leases ~~signed by~~at our unconsolidated joint ventures. The weighted-average lease term for our top 20 office tenant leases was approximately ~~11.5~~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~~In the first quarter of 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 remained stable and ~~overall favorable for us in the third quarter of 2019. While initial U.S. GDP growth estimates of 1.9% for the third quarter marked a decline from prior quarters,~~ job creation ~~remains steady as~~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. ~~economy created approximately 470,000 jobs in~~As the ~~third quarter~~number of ~~2019~~unemployment claims rose and the ~~unemployment rate remained near 50-year lows at 3.5%. Despite these relatively favorable economic statistics, global and U.S. economies are slowing and~~economy slowed, the Federal Reserve ~~decreased~~and U.S. Treasury implemented aggressive monetary and fiscal stimulus policies, including the ~~overnight lending~~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 ~~by 25 basis points three times during 2019, including its last rate cut in October 2019.~~to zero.

~~Notwithstanding the potential economic slowdown, we remain optimistic for our industry generally~~The effects of COVID-19 began to have an impact on us and our ~~Company in particular given~~tenants near the ~~positive economic statistics, low interest rates, strong leasing trends in most~~end of the first quarter. As governments across all of our ~~core markets~~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 ~~continued success~~end of March, construction of our development ~~efforts.~~ 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 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 approximately 93%, a reduction from prior levels as 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 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 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 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 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.

Despite the near-term challenges of COVID-19, we remain confident in our ability to weather the current market downturn and manage our 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 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;~~opportunities.

~~managing~~Following is an overview of portfolio activity and leasing activity in the first quarter of 2020, recognizing that both leasing activities and construction activities had slowed in the majority of 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 ~~92.6%~~92.9% at ~~September 30, 2019, an increase~~March 31, 2020, a slight decrease of ~~150~~10 basis points ~~from 91.1% at September 30, 2018.~~as compared to December 31, 2019. During the ~~third~~first quarter of 2020, we signed leases across our portfolio totaling approximately ~~2.0 million~~702,000 square feet and we commenced revenue recognition on approximately ~~1.5 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 ~~34%~~93% over the prior leases.

~~Our core investment strategy remains unchanged. Other than possible selective acquisitions~~ The increase in net rental obligations included the commencement of “value-add” assets (e.g., assets that require lease-up or repositioning), and acquisitions that are otherwise consistent with our long-term strategy, we intend to continue to focus on investing primarily in higher-yielding new development opportunities. From time to time, due to anticipated market demand, specific tenant considerations and similar factors, we may commence a ~~development project prior to signing leases with tenants.~~

As of September 30, 2019, our construction/redevelopment pipeline consisted of 14 projects that, when completed, we expect will total approximately 6.3 million net rentable square feet. Our share of the estimated total cost for these projects is approximately $3.6 billion, of which approximately $1.6 billion remains to be invested as of September 30, 2019. Approximately 78% of the commercial space in these development projects was pre-leased as of November 1, 2019.

During the third quarter, we commenced the development of 2100 Pennsylvania Avenue, an approximately 470,000 net rentable square foot Class A office property that will include approximately 440,000 square feet of Class A office space and 30,000 square feet of retail ~~space located~~lease in the ~~central business district (“CBD”) of~~

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~~Washington, DC. The office space is approximately 66% pre-leased and we expect our total investment will be approximately $356 million.~~

~~As we continue to focus~~New York region that had a significant impact on the development and acquisition of assets to enhance our long-term growth, we also continually review our portfolio to identify properties as potential sales candidates that either no longer fit within our portfolio strategy or could attract premium pricingnet rents. Excluding this lease, increase in net rental obligations in the ~~current market environment. We expect to continue to sell select non-core assets as we move through~~first quarter of 2020 ~~subject to market conditions.~~was 25%.

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 a strong flow~~central business district (“CBD”) in-service portfolio was approximately 99% leased as of ~~new and expanding technology and life science companies, demand from traditional financial and professional services tenants and the ongoing trend of urbanization.~~March 31, 2020. During the ~~third~~first quarter of ~~2019,~~2020, we executed approximately ~~572,000~~93,000 square feet of leases and had approximately ~~473,000~~267,000 square feet of leases commence in the Boston region. Approximately ~~204,000~~183,000 square feet of the leases 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 ~~29%~~43% over the prior leases. ~~We are also actively working to meet tenant demand~~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, ~~through new development. For example, in the third quarter we continued to place in-service The Hub on Causeway - Podium, a 375,000 square foot creative office space,~~Massachusetts, of which we own 50%, that is ~~91% leased (including retail) as of November 1, 2019. We also continued development of 100 Causeway Street, a 632,000 square foot office tower, of which we own 50%, that is 87%~~95% pre-leased, as of ~~November 1, 2019, and is expected to be delivered in 2021.~~May 5, 2020.

Our approximately ~~1.5~~2.0 million square foot in-service office portfolio in Cambridge ~~is nearly 100%~~was 99.5% leased, as of ~~September 30, 2019, and dominated by large users, and continue to generate strong rental rates. During~~March 31, 2020. For the ~~third~~majority of the first quarter of ~~2019,~~2020, we continued the ~~redevelopment~~development of 325 Main Street at Kendall Center in Cambridge, Massachusetts, which is 90% pre-leased to a tenant for a term of 15 years. ~~We also completed and placed in-service, on October 24, 2019, 145 Broadway, a 485,000 square foot office property that is 98% pre-leased, as of November 1, 2019~~.

In ~~the~~our suburban Waltham/Lexington ~~sub-market,~~portfolio, 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. To capitalize on this demand, in the third quarter of 2019, we acquired 880 and 890 Winter Street in Waltham, Massachusetts. The acquisition consists of two Class A office properties aggregating approximately 392,000 square feet, and is adjacent to our 1.0 million square foot, 58-acre Bay Colony properties in Waltham, Massachusetts. Also during the third quarter of 2019, we commencedcontinued the redevelopment of a portion of 200 West Street, aan 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 laboratory space to meet growing demand in the life sciences sector.

~~The primary challenge we have in~~Construction of our Boston ~~portfolio is~~and Cambridge developments/redevelopments has temporarily stopped to comply with the ~~lack~~social distancing policies and directives of available space to meet tenant demand. As a result, we are focused on future lease expirations and are working on expansions and early renewals that are expected to result in increases in future rents. We are also actively marketing new development sites in Boston and Waltham. Rents in Boston, Cambridge and the ~~suburban Waltham/Lexington sub-market have continued to experience strong increases in rental rates along with declines in concessions.~~cities.

Los Angeles

~~The market in~~Our Los Angeles (“LA”) ~~remains strong, particularly in~~portfolio is currently focused on West LA ~~where our~~and includes an approximately 1.1 million square foot property, Colorado Center, ~~complex,~~ of which we own 50%, and ~~our 21-building~~ Santa Monica Business Park, a 21-building, approximately 1.2 million square foot property of which we own 55%~~, are located.~~. We believe both properties provide us with ample opportunity for future growth, as a majority of the current leases are at below-market rents. We have the opportunity to increase revenue through completing renewals at higher rents on most of the approximately 750,000 square feet of office leases that will expire at the end of 2020 through 2021. As of ~~September 30, 2019,~~March 31, 2020, our LA in-service properties ~~are 96.8%~~was approximately 96% leased. ~~We will~~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.

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New York

~~Occupancy in~~As of March 31, 2020, our ~~CBD~~ New York CBD in-service portfolio was ~~92.8% as of September 30, 2019, an expected decrease of~~ approximately ~~2.5% from June 30, 2019 primarily due to temporary downtime between leases.~~96% leased. In the ~~third~~first quarter of ~~2019,~~2020, we commenced approximately ~~645,000~~263,000 square feet of leases in the New York region. Of these leases, approximately~~544,000~~ 143,000 square feet had been vacant for less than one year and represent an increase in net rental obligations ~~(gross rent less operating expenses)~~ of approximately ~~44%~~205% over the prior leases. ~~During~~Excluding the ~~third quarter of 2019, we signed a 20-year lease renewal with a global law firm for approximately 340,000 square feet at our 599 Lexington Avenue property in New York City. This is an early renewal~~commencement of a retail lease ~~scheduled to expire~~that had a significant impact on leases, the increase in ~~August 2022.~~

~~While~~net rental ~~rate growth in New York City remain muted due to increased supply,~~obligations was 3.9%. Although the pace of new leasing activity remains strong due to ongoing demand for new or recently renovated high-quality office space, particularly in midtown Manhattan. We continue to expect stable rent and tenant improvement allowancesactivities in our New York ~~submarkets.~~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 ~~CBD~~ San Francisco CBD in-service properties ~~are 96.8%~~were approximately 98% leased as of ~~September 30, 2019.~~March 31, 2020. During the ~~third~~first quarter of ~~2019,~~2020, we commenced approximately ~~324,000~~169,000 square feet of leases in the San Francisco region. Of these leases, approximately ~~95,000~~111,000 square feet had been vacant for less than one year and represent an increase in net rental obligations ~~(gross rent less operating expenses)~~ of approximately ~~38%~~50% over the prior leases. ~~The San Francisco market conditions remain favorable with market vacancy rates in the low single digits. We anticipate receiving entitlements for the approximately 500,000 square foot first phase of~~

In our ~~future development at 4th and Harrison Street by the end of the year with a possible construction commencement in the fourth quarter of 2020.~~

~~We also have several large scale development opportunities in~~ Silicon Valley ~~that~~portfolio, on February 20, 2020, we ~~are marketing to tenants, including~~completed the acquisition of land underlying the ground lease at Platform 16 anin 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 ~~foot Class A urban~~feet of commercial office ~~campus located on~~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 ~~5.6-acre site~~joint venture with a partner to own, operate and develop approximately 1.1 million square feet of existing office and lab properties in ~~downtown~~South San ~~Jose, California. Platform 16~~Francisco, California, with the opportunity for approximately 640,000 square feet of additional future development. Upon completion, the joint venture is ~~adjacent~~expected to ~~Google’s planned eight~~own an approximately 1.7 million square foot ~~transit village~~life sciences campus, including a mix of office and ~~Diridon Station,~~lab buildings. Under the largest multi-modal transportation hub in the Bay Area consisting of Caltrain, VTA light-rail, the ACE train, and the planned BART and high-speed rail lines. In the third quarter of 2019, we completed a joint venture agreement, ~~with~~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 ~~Canada Pension Plan Investment Board (“CPPIB”)~~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 ~~CPPIB to acquire~~its 50% ownership interest in the joint venture. As a ~~45% interest, which will support the development~~result of the ~~planned three building campus at Platform 16.~~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 ~~non-core~~ assets in Washington, DC and select suburban markets and (3) matching development sites with tenants to begin development with significant pre-leasing commitments. During the first quarter of 2020, we commenced approximately 600,000 square feet of leases in the Washington, DC region. Of these leases, approximately 275,000 square feet had been vacant for less than one year and represent an increase in net rental obligations of approximately 13% over the prior leases.

In our Reston, Virginia 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 ~~92%~~87% leased as of ~~September 30, 2019~~March 31, 2020 and continues to be the strongest submarket in the region.

~~Conversely, leasing activity~~

In the first quarter of 2020, we completed the sale of New Dominion Technology Park located in ~~the~~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 ~~remains very competitive primarily because there has been an increase in supply without a corresponding increase in demand. We are reasonably well-leased in the 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 ~~non-core~~ assets.

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Leasing Statistics

The table below details the leasing activity, including 100% of the unconsolidated joint ventures, that commenced during the three ~~and nine~~ months ended ~~September 30, 2019:~~March 31, 2020:

Three months ended September 30, 2019 Nine months ended September 30, 2019
(Square Feet)
Vacant space available at the beginning of the period 2,878,694
3,859,897
Property dispositions/properties taken out of service (1) (104,084 ) (662,790 )
Properties acquired vacant space 70,954
70,954
Properties placed (and partially placed) in-service (2) 201,321
348,382
Leases expiring or terminated during the period 2,178,485
4,529,111
Total space available for lease 5,225,370
8,145,554
1^st generation leases
423,083
906,707
2^nd generation leases with new tenants
524,913
1,972,895
2^nd generation lease renewals
991,419
1,979,997
Total space leased (3) 1,939,415
4,859,599
Vacant space available for lease at the end of the period 3,285,955
3,285,955

Leases executed during the period, in square feet (4) 1,958,549
5,908,104

Second generation leasing information: (5)

Leases commencing during the period, in square feet 1,516,332
3,952,892
Weighted Average Lease Term 121 Months
117 Months
Weighted Average Free Rent Period 33 Days
92 Days
Total Transaction Costs Per Square Foot (6)
$84.97

$81.79
Increase in Gross Rents (7) 23.28 % 14.64 %
Increase in Net Rents (8) 34.38 % 21.27 %



	Three Months Ended March 31, 2020
	Total Square Feet
Vacant space available at the beginning of the period	3,135,170
Vacant space in properties acquired	—
Properties placed (and partially placed) in-service (1)	280,965
Leases expiring or terminated during the period	1,085,416
Total space available for lease	4,501,551
1^st generation leases	321,456
2^nd generation leases with new tenants	566,136
2^nd generation lease renewals	428,887
Total space leased (2)	1,316,479
Vacant space available for lease at the end of the period	3,185,072

Leases executed during the period, in square feet (3)	701,730

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

~~___________________________~~__________________

(1)

Total square feet of ~~available space associated with property taken out of service~~properties placed (and partially placed) in-service during the three months ended ~~September 30, 2019~~March 31, 2020 consists of ~~104,084 square feet~~5,156 at ~~200 West Street. Total square feet of available space associated with property dispositions during the nine months ended September 30, 2019 consists of 85,019 square feet~~145 Broadway and 275,809 at 2600 Tower Oaks Boulevard, 64,140 square feet at 164 Lexington Road, 50,150 square feet at 540 Madison Avenue and 249,739 square feet at One Tower Center. Total square feet of available space associated with properties taken out of service during the nine months ended September 30, 2019 consists of 109,658 square feet at 325 Main Street and 104,084 square feet at 200 West17Fifty Presidents Street.


(2)	Total square feet of property partially placed in-service during the three months ended September 30, 2019 consists of 131,949 at 20 CityPoint and 69,372 at The Hub on Causeway - Podium. Total square feet of property partially placed in-service during the nine months ended September 30, 2019 consists of 131,949 at 20 CityPoint and 216,433 at The Hub on Causeway - Podium.


~~(3)~~	Represents leases for which ~~rental~~lease revenue recognition has commenced in accordance with GAAP during the three ~~and nine~~ months ended ~~September 30, 2019.~~ March 31, 2020.

~~(4)~~(3)

Represents leases executed during the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 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 ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 is ~~402,699 and 727,222, respectively.~~

244,020.


~~(5)~~(4)	Second generation leases are defined as leases for space that had previously been leased by us. Of the ~~1,516,332 and 3,952,892~~995,023 square feet of second generation leases that commenced during the three ~~and nine~~ months ended ~~September 30, 2019, respectively,~~March 31, 2020, leases for ~~1,121,324 and 3,233,361~~756,159 square feet were signed in prior periods.

~~Table of Content~~


~~(6)~~(5)	Total transaction costs include tenant improvements and leasing commissions, but exclude free rent concessions and other inducements in accordance with GAAP.


~~(7)~~(6)	Represents the increase in gross rent (base rent plus expense reimbursements) on the new versus expired leases on the ~~1,285,645 and 3,169,028~~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 ~~and nine~~ months ended ~~September 30, 2019, respectively;~~March 31, 2020; excludes leases that management considers temporary because the tenant is not expected to occupy the space on a long-term basis.

~~(8)~~

Represents the increase in net rent (gross rent less operating expenses) on the new versus expired leases on the 1,285,645 and 3,169,028 square feet of second generation leases that had been occupied within the prior 12 months for the ~~three and nine~~ ~~months ended September 30, 2019, respectively; excludes leases that management considers temporary because the tenant is not expected to occupy the space on a long-term basis.~~

Transactions during the three months ended ~~September 30, 2019~~March 31, 2020 included the following:

Development/redevelopment ~~activities~~

On ~~July 16, 2019,~~January 28, 2020, we ~~executed a 75-year ground lease with The George Washington University for land parcels~~exercised our option to acquire real property at ~~2100 Pennsylvania Avenue~~425 Fourth Street located in ~~Washington, DC and commenced~~San Francisco, California for a purchase price totaling approximately $134.1 million. 425 Fourth Street is expected to support the development of an approximately ~~470,000 net rentable~~804,000 square ~~foot Class A~~feet of primarily commercial office ~~property pursuant to a development agreement~~space. There can be no assurance that ~~we entered into with The George Washington University in 2016. The development agreement provided for~~ the ~~execution of the ground lease upon completion of the entitlement process and relocation of existing tenants. Also in 2016, we made a deposit of $15.0 million that, upon execution of the ground lease,~~acquisition will be ~~credited against ground rent payable under~~consummated on the ~~ground lease. In 2017,~~terms currently contemplated or at all.

On March 26, 2020, we ~~entered into~~completed and fully placed in-service 17Fifty Presidents Street located in Reston, Virginia. 17Fifty Presidents Street is a ~~16-year lease~~build-to-suit project with ~~a tenant for~~ approximately ~~300,000~~276,000 net rentable square feet of ~~space at the property.~~

~~On September 30, 2019, we commenced the redevelopment of 200 West Street, a~~ Class A office ~~project~~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 ~~261,000~~$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~~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 ~~Waltham, Massachusetts. The redevelopment is a conversion of a portion of the property to laboratory space.~~

~~Acquisition activity~~

~~On August 27, 2019, we acquired 880 and 890 Winter Street located in Waltham, Massachusetts~~Herndon, Virginia for a gross ~~purchase~~sale price of $256.0 million. Net cash proceeds totaled approximately ~~$106.0~~$254.0 million, resulting in ~~cash. 880~~a gain on sale of real estate totaling approximately $192.3 million for BXP and ~~890 Winter Street consists~~approximately $197.1 million for BPLP. New Dominion Technology Park is comprised of two Class A office properties aggregating approximately ~~392,000~~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 ~~September 5, 2019,~~January 28, 2020, a joint venture in which we have a 55% interest commenced development of the first phase of its Platform 16 project located in San Jose, California. The first phase of the Platform 16 development project consists of an approximately 390,000 net rentable square foot Class A office building and a below-grade parking garage. Though the joint venture has completed site preparation work, in consultation with our partner, the joint venture has paused construction activities and it will revisit its plans once the economic impact of COVID-19 becomes clearer. On February 20, 2020, the joint venture acquired the land underlying the ground lease for a purchase price totaling approximately $134.8 million. The joint venture had previously made a deposit totaling $15.0 million,

which deposit was credited against the purchase price. Platform 16 consists of a parcel of land totaling approximately 5.6 acres that is expected to support the development of approximately 1.1 million square feet of commercial office space.

On March 18, 2020, a joint venture in which we have a 50% interest ~~obtained construction financing with a total commitment of $400.0 million~~extended the mortgage loan collateralized by ~~its 100 Causeway Street development project located in Boston, Massachusetts. The construction financing bears~~Annapolis Junction Building Seven and Building Eight. At the time of the extension, the outstanding balance of the loan totaled approximately $34.6 million, bore interest at a variable rate equal to LIBOR plus ~~1.50%~~2.35% per annum ~~(LIBOR plus 1.375%~~and matured on March 6, 2020. The extended loan matures on June 30, 2020. Annapolis Junction Building Seven and Building Eight are Class A office properties with approximately 127,000 and 126,000 net rentable square feet, respectively, located in Annapolis, Maryland.

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

On April 22, 2020, a joint venture in which we have a 20% interest extended the mortgage loan collateralized by Metropolitan Square located in 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 extended loan continues to bear interest at a fixed rate of 5.75% per annum ~~upon stabilization, as defined in the loan agreement)~~ and matures on ~~September~~August 5, ~~2023,~~2020. Metropolitan Square is a Class A office property with ~~two, one-year extension options, subject to certain conditions. As of September 30, 2019,~~ approximately ~~$47.7 million has been drawn under the loan. 100 Causeway Street is an approximately 632,000~~654,000 net rentable square ~~foot Class A office project.~~feet.


•	On September 16, 2019, a joint venture in which we have a 50% interest received the full reimbursement of costs for certain public infrastructure improvements totaling approximately $28.8 million, which has been reflected as a reduction to the carrying value of the real estate of The Hub on Causeway - Podium property (See Note May 5, ~~to the Consolidated Financial Statements).~~

~~Table of Content~~

•

On September 20, 2019, we entered into a joint venture with CPPIB to develop Platform 16 located in San Jose, California. Platform 16 consists of a 65-year ground lease for land totaling approximately 5.6 acres that will support the development of approximately 1.1 million square feet of commercial office space. During 2018, we entered into the ground lease, which provides for the right to purchase all of the land during a 12-month period commencing February 1, 2020, at a purchase price of approximately $134.8 million. We contributed the ground lease interest and improvements totaling approximately $28.2 million for our initial 55% interest in the joint venture. CPPIB contributed cash totaling approximately $23.1 million for its initial 45% interest in the joint venture. We will provide customary development, property management and leasing services to the joint venture (See Note 5 ~~to the Consolidated Financial Statements).~~

~~Capital markets activities~~

•

~~On September 3, 2019,~~ BPLP completed a public offering of ~~$700.0 million~~$1.25 billion in aggregate principal amount of its ~~2.900%~~3.250% unsecured senior notes due ~~2030.~~2031. The notes were priced at ~~99.954%~~99.850% of the principal amount to yield an effective rate (including financing fees) of approximately ~~2.984%~~3.343% per annum to maturity. The notes will mature on ~~March 15, 2030,~~January 30, 2031, unless earlier redeemed. The aggregate net proceeds from the offering were approximately ~~$693.8 million~~$1.24 billion after deducting underwriting discounts and estimated transaction expenses.

On September 18, 2019, BPLP completed the redemption of $700.0 million in aggregate principal amount of its 5.625% senior notes due November 15, 2020. The redemption price was approximately $740.7 million. The redemption price included approximately $13.5 million of accrued and unpaid interest to, but not including, the redemption date. Excluding the accrued and unpaid interest, the redemption price was approximately 103.90% of the principal amount being redeemed. We recognized a loss from early extinguishment of debt totaling approximately $28.0 million, which amount included the payment of the redemption premium totaling approximately $27.3 million.

~~Transactions completed subsequent to September 30, 2019 included the following:~~

On October 1, 2019, a joint venture in which we have a 50% interest partially placed in-service Dock 72, a Class A office project with approximately 670,000 net rentable square feet located in Brooklyn, New York.

On October 1, 2019, a joint venture in which we have a 50% interest partially placed in-service The Hub on Causeway - Residential, an approximately 320,000 square foot project comprised of 440 residential units located in Boston, Massachusetts.

~~On October 24, 2019, we completed and placed in-service 145 Broadway, a build-to-suit Class A office project with approximately 485,000 net rentable square feet located in Cambridge, Massachusetts.~~

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.

~~Table of Content~~

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 ~~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 ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~

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 ~~$53.6~~$399.4 million and ~~$61.9~~$453.0 million for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 compared to ~~2018,~~2019, respectively, as detailed in the following tables and for the reasons discussed below under the heading “Comparison of the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 to the ~~nine~~three months ended ~~September 30, 2018”~~ ~~within~~March 31, 2019” ~~“Item~~within “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 the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (in thousands):

~~Table of Content~~

Boston Properties, Inc.


	Nine months ended September 30,										Three months ended March 31,
	2019		2018			Increase/(Decrease)			% Change		2020			2019			Increase/ (Decrease)			% Change
Net Income Attributable to Boston Properties, Inc. Common Shareholders	$	370,200	$	423,835		$	(53,635	)	(12.65	)%	$	497,496		$	98,105		$	399,391		407.11	%
Preferred dividends	7,875		7,875			—			—	%	2,625			2,625			—			—	%
Net Income Attributable to Boston Properties, Inc.	378,075		431,710			(53,635		)	(12.42	)%	500,121			100,730			399,391			396.50	%
Net Income Attributable to Noncontrolling Interests:
Noncontrolling interest—common units of the Operating Partnership	43,133		49,128			(5,995		)	(12.20	)%	57,539			11,599			45,940			396.07	%
Noncontrolling interests in property partnerships	54,782		46,484			8,298			17.85	%	19,486			18,830			656			3.48	%
Net Income	475,990		527,322			(51,332		)	(9.73	)%	577,146			131,159			445,987			340.04	%
Other Expenses:
Add:
Interest expense	309,837		277,790			32,047			11.54	%	101,591			101,009			582			0.58	%
Loss from early extinguishment of debt	28,010		—			28,010			100.00	%
Impairment loss	24,038		—			24,038			100.00	%	—			24,038			(24,038		)	(100.00	)%
Other Income:
Less:
Gains from investments in securities	4,240		1,454			2,786			191.61	%
Gains (losses) from investments in securities											(5,445		)	2,969			(8,414		)	(283.40	)%
Interest and other income	14,546		7,049			7,497			106.36	%	3,017			3,753			(736		)	(19.61	)%
Gains on sales of real estate	766		122,552			(121,786		)	(99.37	)%
Gains (losses) on sales of real estate											410,165			(905		)	411,070			45,422.10	%
Income (loss) from unconsolidated joint ventures	47,528		(3,083		)	50,611			1,641.62	%	(369		)	213			(582		)	(273.24	)%
Other Expenses:
Add:
Depreciation and amortization expense	507,867		480,210			27,657			5.76	%	171,094			164,594			6,500			3.95	%
Transaction costs	1,415		1,409			6			0.43	%	615			460			155			33.70	%
Payroll and related costs from management services contracts	8,227		7,371			856			11.61	%	3,237			3,395			(158		)	(4.65	)%
General and administrative expense	107,980		94,039			13,941			14.82	%	36,454			41,762			(5,308		)	(12.71	)%
Other Revenue:
Less:
Direct reimbursements of payroll and related costs from management services contracts	8,227		7,371			856			11.61	%	3,237			3,395			(158		)	(4.65	)%
Development and management services revenue	29,566		32,963			(3,397		)	(10.31	)%	7,879			9,277			(1,398		)	(15.07	)%
Net Operating Income	$	1,358,491	$	1,219,835		$	138,656		11.37	%	$	471,653		$	447,715		$	23,938		5.35	%

fund normal recurring expenses;

meet debt service and principal repayment obligations;

fund development/redevelopment costs;

fund capital expenditures, including major renovations, tenant improvements and leasing costs;

fund planned and possible acquisitions of properties, either directly or indirectly through the acquisition of equity interests therein;

fund dividend requirements on BXP’s Series B Preferred Stock; and

make the minimum distribution required to enable BXP to maintain its REIT qualification under the Internal Revenue Code of 1986, as amended.

cash flow from operations;

distribution of cash flows from joint ventures;

cash and cash equivalent balances;

BPLP’s 2017 Credit Facility and other short-term bridge facilities;

long-term secured and unsecured indebtedness (including unsecured exchangeable indebtedness);

sales of real estate; and

issuances of BXP equity securities and/or additional preferred or common units of partnership interest in BPLP.

Construction in progress for the three months ended March 31, 2019 includes ongoing expenditures associated with Salesforce Tower, which was placed in-service during the year ended December 31, 2018. In addition, we incurred costs associated with our continued development/redevelopment of One Five Nine East 53rd Street, 145 Broadway, 20 CityPoint, 17Fifty Presidents Street, Reston Gateway, 2100 Pennsylvania Avenue, 200 West Street, The Skylyne (MacArthur Station Residences) and 325 Main Street.

Construction in progress for the nine months ended September 30, 2018 includes ongoing expenditures associated with 191 Spring Street, Salesforce Tower, Signature at Reston and Proto Kendall Square, which were partially or fully placed in-service during the nine months ended September 30, 2018. In addition, we incurred costs associated with our continued development/redevelopment of One Five Nine East 53rd Street, 145 Broadway, 20 CityPoint, 17Fifty Presidents Street, ~~6595 Springfield Center Drive,~~ Reston Gateway and The ~~Skylyne (MacArthur Station Residences) projects.~~ Skylyne.

(3)

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 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.

On January 24, 2019, we completed the sale of our 2600 Tower Oaks Boulevard property located in Rockville, Maryland for a gross sale 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. 2600 Tower Oaks Boulevard is an approximately 179,000 ~~net rentable square foot Class A office property.~~

On June 3, 2019, we completed the sale of our One Tower Center property located in East Brunswick, New Jersey for a gross sale price of $38.0 million. Net cash proceeds totaled approximately $36.6 million, resulting in a loss on sale of real estate totaling approximately $0.8 million. One Tower Center is an approximately 410,000 net rentable Class A office property.

On June 28, 2019, we completed the sale of our 164 Lexington Road property located in Billerica, Massachusetts for a gross sale price of $4.0 million. Net cash proceeds totaled approximately $3.8 million, resulting in a gain on sale of real estate totaling approximately $2.5 million for BXP and approximately $2.6 million for BPLP. 164 Lexington Road is an approximately 64,000 net rentable square foot Class A office property.

On September 20, 2019, we sold a 45% interest in our Platform 16 property located in San Jose, California for a gross sale price of approximately $23.1 million. Net cash proceeds totaled approximately $23.1 million.

~~Table of Content~~

We ceased accounting for the property on a consolidated basis and now account for the property on an unconsolidated basis using the equity method of accounting as we reduced our ownership interest in the property and no longer have a controlling financial or operating interest in the property. We did not recognize a gain on the retained or sold interest in the property as the fair value of the property approximated its carrying value (See Notes 3 and 5 to the Consolidated Financial Statements). Platform 16 consists of a 65-year ground lease for land totaling approximately 5.6 acres that will support the development of approximately 1.1 million square feet of commercial office space.

On January 9, 2018, we completed the sale of our 500 E Street, S.W. property located in Washington, DC for a net contract sale price of approximately $118.6 million. Net cash proceeds totaled approximately $116.1 million, resulting in a gain on sale of real estate totaling approximately $96.4 million for BXP and approximately $98.9 million for BPLP. 500 E Street, S.W. is an approximately 262,000 net rentable square foot Class A office property.

On May 24, 2018, we completed the sale of our 91 Hartwell Avenue property located in Lexington, Massachusetts for a gross sale price of approximately $22.2 million. Net cash proceeds totaled approximately $21.7 million, resulting in a gain on sale of real estate totaling approximately $15.5 million for BXP and approximately $15.9 million for BPLP. 91 Hartwell Avenue is an approximately 119,000 net rentable square foot Class A office property.

On September 27, 2018, we completed the sale of our Quorum Office Park property located in Chelmsford, Massachusetts for a gross sale price of approximately $35.3 million. Net cash proceeds totaled approximately $34.3 million, resulting in a gain on sale of real estate totaling approximately $7.9 million for BXP and approximately $9.2 million for BPLP. Quorum Office Park is an approximately 268,000 net rentable square foot Class A office property.


(4)	Capital contributions to unconsolidated joint ventures for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 consisted primarily of cash contributions of approximately ~~$41.4~~$64.5 million, ~~$12.1~~$16.8 million and ~~$7.0~~$4.0 million to our ~~Hub on Causeway, Dock 72 and~~Platform 16, 3 Hudson Boulevard and Metropolitan Square joint ventures, respectively.

Capital contributions to unconsolidated joint ventures for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 consisted primarily of cash contributions of approximately ~~$184.3 million, $47.0 million, $46.2 million and $33.5~~$23.3 million to our ~~Santa Monica Business Park, 7750 Wisconsin Avenue, 3 Hudson Boulevard and Hub on~~100 Causeway Street joint ~~ventures, respectively.~~venture.

~~(5)~~

Capital distributions from unconsolidated joint ventures for the nine months ended September 30, 2019 consisted of (1) cash distributions totaling approximately $104.1 million from our 540 Madison Avenue joint venture resulting from the net proceeds from the sale of the property, (2) a cash distribution totaling approximately $17.6 million from our 100 Causeway Street joint venture resulting from the proceeds from the construction loan financing and (3) a cash distribution totaling approximately $15.1 million from our 7750 Wisconsin Avenue joint venture resulting from the proceeds from the construction loan financing.

~~(6)~~

Issuance of related party note receivable for the nine months ended September 30, 2018 consisted of the $80.0 million of mortgage financing that we provided to our unconsolidated joint venture that owns 3 Hudson Boulevard in New York City. The financing bears interest at a variable rate equal to LIBOR plus 3.50% per annum and matures on July 13, 2023, with extension options, subject to certain conditions.

Cash provided by financing activities for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 totaled approximately ~~$82.2~~$65.3 million. This consisted primarily of the proceeds from borrowing under the issuance by BPLP of $850.0 million in aggregate principal amount of its 3.400% senior unsecured notes due 2029 and $700.0 million in aggregate principal amount of its 2.900% senior unsecured notes due 2030,Revolving Facility, partially offset by ~~the redemption by BPLP of $700.0 million in aggregate principal amount of its 5.625% senior unsecured notes due 2020,~~ the payment of our regular dividends and distributions to our shareholders and ~~unitholders and 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.~~unitholders. Future debt payments are discussed below under the heading “Capitalization—Debt Financing.”

~~Table of Content~~

Capitalization

The following table presents Consolidated Market Capitalization and BXP’s Share of Market Capitalization, as well as the corresponding ratios of Consolidated Debt to Consolidated Market Capitalization and BXP’s Share of Debt to BXP’s Share of Market Capitalization (in thousands except for percentages):


		September 30, 2019							March 31, 2020
		Shares / Units Outstanding	Common Stock Equivalent	Equivalent Value (1)					Shares / Units Outstanding	Common Stock Equivalent	Equivalent Value (1)
Common Stock		154,572	154,572	$	20,041,806				155,315	155,315	$	14,324,702
Common Operating Partnership Units		18,011	18,011	2,335,306			(2)		17,765	17,765	1,638,466			(2)
5.25% Series B Cumulative Redeemable Preferred Stock (callable on and after March 27, 2018)		80	—	200,000
5.25% Series B Cumulative Redeemable Preferred Stock									80	—	200,000
Total Equity			172,583	$	22,577,112					173,080	$	16,163,168

Consolidated Debt				$	11,838,738						$	12,061,224
Add:
BXP’s share of unconsolidated joint venture debt (3)				924,366							1,027,547
Subtract:
Partners’ share of Consolidated Debt (4)				(1,201,113		)					(1,198,575		)
BXP’s Share of Debt				$	11,561,991						$	11,890,196

Consolidated Market Capitalization				$	34,415,850						$	28,224,392
BXP’s Share of Market Capitalization				$	34,139,103						$	28,053,364
Consolidated Debt/Consolidated Market Capitalization				34.40		%					42.73		%
BXP’s Share of Debt/BXP’s Share of Market Capitalization	BXP’s Share of Debt/BXP’s Share of Market Capitalization			33.87		%		BXP’s Share of Debt/BXP’s Share of Market Capitalization			42.38		%

_______________


(1)	Except for the Series B Cumulative Redeemable Preferred Stock, which is valued at the liquidation preference of ~~$2,500.00~~$2,500 per share, values are based on the closing price per share of BXP’s Common Stock on ~~September 30, 2019~~the New York Stock Exchange on March 31, 2020 of ~~$129.66.~~$92.23.


(2)	Includes long-term incentive plan units (including 2012 OPP Units and 2013 ~~MYLTIP Units, 2014 MYLTIP Units, 2015 MYLTIP Units and 2016~~- 2017 MYLTIP Units), but excludes MYLTIP Units granted between ~~2017~~2018 and ~~2019.~~2020.


(3)	See page 9770 for additional information.


(4)	See page 9569 for additional information.

Consolidated Debt to Consolidated Market Capitalization Ratio is a measure of leverage commonly used by analysts in the REIT sector. We present this measure as a percentage and it is calculated by dividing (A) our consolidated debt by (B) our consolidated market capitalization, which is the market value of our outstanding equity securities plus our consolidated debt. Consolidated market capitalization is the sum of:

(1) our consolidated debt; plus

(2) the product of (x) the closing price per share of BXP common stock on ~~September 30, 2019,~~March 31, 2020, as reported by the New York Stock Exchange, multiplied by (y) the sum of:


(i)	the number of outstanding shares of common stock of BXP,


(ii)	the number of outstanding OP Units in BPLP (excluding OP Units held by BXP),


(iii)	the number of OP Units issuable upon conversion of all outstanding LTIP Units, assuming all conditions have been met for the conversion of the LTIP Units, and


(iv)	the number of OP Units issuable upon conversion of 2012 OPP Units, 2013 ~~MYLTIP Units, 2014 MYLTIP Units, 2015 MYLTIP Units and 2016~~- 2017 MYLTIP Units that were issued in the form of LTIP Units; plus

~~Table of Content~~

(3) the aggregate liquidation preference ($2,500 per share) of the outstanding shares of BXP’s 5.25% Series B Cumulative Redeemable Preferred Stock.

The calculation of consolidated market capitalization does not include LTIP Units issued in the form of MYLTIP Awards unless and until certain performance thresholds are achieved and they are earned. Because their three-year performance periods have not yet ended, ~~2017,~~ 2018 ~~and 2019~~- 2020 MYLTIP Units are not included in this calculation as of ~~September 30, 2019.~~March 31, 2020.

We also present BXP’s Share of Market Capitalization and BXP’s Share of Debt/BXP’s Share of Market Capitalization, which isare calculated in the same manner, except that BXP’s Share of Debt is utilized instead of our consolidated debt in both the numerator and the denominator. BXP’s Share of Debt is defined as our consolidated debt plus our share of debt from our unconsolidated joint ventures (calculated based upon our ownership percentage), minus our partners’ share of debt from our consolidated joint ventures (calculated based upon the partners’ percentage ownership interests adjusted for basis differentials). Management believes that BXP’s Share of Debt provides useful information to investors regarding our financial condition because it includes our share of debt from unconsolidated joint ventures and excludes our partners’ share of debt from consolidated joint ventures, in each case presented on the same basis. We have several significant joint ventures and presenting various measures of financial condition in this manner can help investors better understand our financial condition and/or results of operations after taking into account our economic interest in these joint ventures. We caution investors that the ownership percentages used in calculating BXP’s Share of Debt may not completely and accurately depict all of the legal and economic implications of holding an interest in a consolidated or unconsolidated joint venture. For example, in addition to partners’ interests in profits and capital, venture agreements vary in the allocation of rights regarding decision making (both for routine and major decisions), distributions, transferability of interests, financing and guarantees, liquidations and other matters. Moreover, in some cases we exercise significant influence over, but do not control, the joint venture in which case GAAP requires that we account for the joint venture entity using the equity method of accounting and we do not consolidate it for financial reporting purposes. In other cases, GAAP requires that we consolidate the venture even though our partner(s) ~~owns~~own(s) a significant percentage interest. As a result, management believes that the presentation of BXP’s Share of a financial measure should not be considered a substitute for, and should only be considered with and as a supplement to our financial information presented in accordance with GAAP.

We present these supplemental ratios because our degree of leverage could affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes and because different investors and lenders consider one or both of these ratios. Investors should understand that these ratios are, in part, a function of the market price of the common stock of BXP and as such will fluctuate with changes in such price, and they do not necessarily reflect our capacity to incur additional debt to finance our activities or our ability to manage our existing debt obligations. However, for a company like BXP, whose assets are primarily income-producing real estate, these ratios may provide investors with an alternate indication of leverage, so long as they are evaluated along with the ratio of indebtedness to other measures of asset value used by financial analysts and other financial ratios, as well as the various components of our outstanding indebtedness.

For a discussion of our unconsolidated joint venture indebtedness, see “Liquidity and Capital Resources—Capitalization—Off-Balance Sheet Arrangements—Joint Venture Indebtedness” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and for a discussion of our consolidated joint venture indebtedness see “Liquidity and Capital Resources—Capitalization—Mortgage Notes Payable, Net” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Debt Financing

As of ~~September 30, 2019,~~March 31, 2020, we had approximately ~~$11.8~~$12.1 billion of outstanding consolidated indebtedness, representing approximately ~~34.40%~~42.73% of our Consolidated Market Capitalization as calculated above consisting of approximately (1) $8.4 billion (net of discount and deferred financing fees) in publicly traded unsecured senior notes having a GAAP weighted-average interest rate of 3.76% per annum and maturities in 2021 through ~~2030;~~2030 (See Note 12 to the Consolidated Financial Statements), (2) ~~$3.0~~$2.9 billion (net of deferred financing fees) of property-specific mortgage debt having a GAAP weighted-average interest rate of ~~3.94%~~3.90% per annum and weighted-average term of ~~6.5~~6.1 years and (3) ~~$498.8~~$749.1 million (net of deferred financing fees) outstanding under BPLP’s 2017 Credit Facility that matures on April 24, 2022.

The table below summarizes the aggregate carrying value of our mortgage notes payable and BPLP’s unsecured senior notes, line of credit and term loan, as well as Consolidated Debt Financing Statistics at ~~September 30, 2019~~March 31, 2020 and ~~September 30, 2018.~~March 31, 2019.

~~Table of Content~~


	September 30,						March 31,
	2019			2018			2020			2019
	(dollars in thousands)						(dollars in thousands)
Debt Summary:
Balance
Fixed rate mortgage notes payable, net	$	2,952,006		$	2,967,548		$	2,919,157		$	2,959,908
Unsecured senior notes, net of discount	8,387,913			7,253,786
Unsecured senior notes, net							8,393,009			7,547,043
Unsecured line of credit	—			170,000			250,000			—
Unsecured term loan, net	498,819			498,368			499,058			498,607
Consolidated Debt	11,838,738			10,889,702			12,061,224			11,005,558
Add:
BXP’s share of unconsolidated joint venture debt, net (1)	924,366			869,194			1,027,547			919,217
Subtract:
Partners’ share of consolidated mortgage notes payable, net (2)	(1,201,113		)	(1,205,958		)	(1,198,575		)	(1,203,572		)
BXP’s Share of Debt	$	11,561,991		$	10,552,938		$	11,890,196		$	10,721,203

	September 30,						March 31,
	2019			2018			2020			2019
Consolidated Debt Financing Statistics:
Percent of total debt:
Fixed rate	95.79		%	93.86		%	93.79		%	95.47		%
Variable rate	4.21		%	6.14		%	6.21		%	4.53		%
Total	100.00		%	100.00		%	100.00		%	100.00		%
GAAP Weighted-average interest rate at end of period:
Fixed rate	3.81		%	4.09		%	3.80		%	4.01		%
Variable rate	3.12		%	3.09		%	2.16		%	3.49		%
Total	3.78		%	4.03		%	3.70		%	3.99		%
Coupon/Stated Weighted-average interest rate at end of period:
Fixed rate	3.70		%	3.98		%	3.69		%	3.91		%
Variable rate	3.03		%	3.00		%	2.07		%	3.40		%
Total	3.67		%	3.92		%	3.59		%	3.88		%
Weighted-average maturity at end of period (in years):
Fixed rate	6.3			5.6			5.8			5.9
Variable rate	2.6			3.6			2.1			3.1
Total	6.1			5.5			5.6			5.7

BOSTON PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (Unaudited)

BOSTON PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (Unaudited and in thousands, except for share and par value amounts)							BOSTON PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (Unaudited and in thousands, except for share and par value amounts)
	September 30, 2019			December 31, 2018
	(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 $6,462,315 and $7,481,015 at September 30, 2019 and December 31, 2018, respectively)	$	22,288,800		$	21,649,896
Right of use assets - finance leases (amount related to VIEs of $21,000 at September 30, 2019)	237,394			—
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	149,231			—				148,057			148,640
Less: accumulated depreciation (amounts related to VIEs of $(1,027,583) and $(965,500) at September 30, 2019 and December 31, 2018, respectively)	(5,164,353		)	(4,897,777		)
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	17,511,072			16,752,119				17,518,173			17,622,212
Cash and cash equivalents (amounts related to VIEs of $280,253 and $296,806 at September 30, 2019 and December 31, 2018, respectively)	751,210			543,359
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	53,555			95,832				197,845			46,936
Investments in securities	34,375			28,198				28,101			36,747
Tenant and other receivables (amounts related to VIEs of $25,259 and $15,519 at September 30, 2019 and December 31, 2018, respectively)	102,155			86,629
Note receivable	19,844			19,468
Related party note receivable	80,000			80,000
Accrued rental income (amounts related to VIEs of $292,668 and $272,466 at September 30, 2019 and December 31, 2018, respectively)	1,003,033			934,896
Deferred charges, net (amounts related to VIEs of $218,634 and $263,402 at September 30, 2019 and December 31, 2018, respectively)	689,768			678,724
Prepaid expenses and other assets (amounts related to VIEs of $58,057 and $26,513 at September 30, 2019 and December 31, 2018, respectively)	110,308			80,943
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	933,255			956,309				1,377,338			955,647
Total assets	$	21,288,575		$	20,256,477			$	21,829,698		$	21,284,905
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $2,921,499 and $2,929,326 at September 30, 2019 and December 31, 2018, respectively)	$	2,952,006		$	2,964,572
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	8,387,913			7,544,697				8,393,009			8,390,459
Unsecured line of credit	—			—				250,000			—
Unsecured term loan, net	498,819			498,488				499,058			498,939
Lease liabilities - finance leases (amount related to VIEs of $20,148 at September 30, 2019)	221,029			—
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	199,755			—				200,573			200,180
Accounts payable and accrued expenses (amounts related to VIEs of $44,013 and $75,786 at September 30, 2019 and December 31, 2018, respectively)	421,269			276,645
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	165,421			165,114				171,026			170,713
Accrued interest payable	83,177			89,267				82,388			90,016
Other liabilities (amounts related to VIEs of $129,185 and $200,344 at September 30, 2019 and December 31, 2018, respectively)	356,338			503,726
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	13,285,727			12,042,509				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)

	September 30, 2019			December 31, 2018
	(in thousands, except for share and par value amounts)
Commitments and contingencies	—			—

Redeemable deferred stock units—54,610 units outstanding at redemption value at September 30, 2019	7,081			—
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 September 30, 2019 and December 31, 2018	200,000			200,000
Common stock, $0.01 par value, 250,000,000 shares authorized, 154,650,973 and 154,537,378 issued and 154,572,073 and 154,458,478 outstanding at September 30, 2019 and December 31, 2018, respectively	1,546			1,545
Additional paid-in capital	6,274,792			6,407,623
Dividends in excess of earnings	(749,666		)	(675,534		)
Treasury common stock at cost, 78,900 shares at September 30, 2019 and December 31, 2018	(2,722		)	(2,722		)
Accumulated other comprehensive loss	(51,996		)	(47,741		)
Total stockholders’ equity attributable to Boston Properties, Inc.	5,671,954			5,883,171
Noncontrolling interests:
Common units of Boston Properties Limited Partnership	603,690			619,352
Property partnerships	1,720,123			1,711,445
Total equity	7,995,767			8,213,968
Total liabilities and equity	$	21,288,575		$	20,256,477


	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018			Three months ended March 31,
	(in thousands, except for per share amounts)												2020			2019
Revenue
Lease	$	692,225		$	—		$	2,051,665		$	—		$	710,111		$	679,251
Base rent	—			525,875			—			1,561,821
Recoveries from tenants	—			102,424			—			292,801
Parking and other	25,582			26,552			76,807			79,590			24,504			24,906
Hotel revenue	13,014			13,664			36,796			37,373
Hotel													6,825			8,938
Development and management services	10,303			15,253			29,566			32,963			7,879			9,277
Direct reimbursements of payroll and related costs from management services contracts	2,429			2,516			8,227			7,371			3,237			3,395
Total revenue	743,553			686,284			2,203,061			2,011,919			752,556			725,767
Expenses
Operating
Rental	265,603			247,989			781,091			726,108			262,966			257,517
Hotel	8,743			8,828			25,686			25,642			6,821			7,863
General and administrative	31,147			29,677			107,980			94,039			36,454			41,762
Payroll and related costs from management services contracts	2,429			2,516			8,227			7,371			3,237			3,395
Transaction costs	538			914			1,415			1,409			615			460
Depreciation and amortization	165,862			157,996			507,867			480,210			171,094			164,594
Total expenses	474,322			447,920			1,432,266			1,334,779			481,187			475,591
Other income (expense)
Income (loss) from unconsolidated joint ventures	(649		)	(4,313		)	47,528			(3,083		)	(369		)	213
Gains (losses) on sales of real estate	(15		)	7,863			766			122,552			410,165			(905		)
Interest and other income	7,178			2,822			14,546			7,049			3,017			3,753
Gains from investments in securities	106			1,075			4,240			1,454
Gains (losses) from investments in securities													(5,445		)	2,969
Impairment loss	—			—			(24,038		)	—			—			(24,038		)
Loss from early extinguishment of debt	(28,010		)	—			(28,010		)	—
Interest expense	(106,471		)	(95,366		)	(309,837		)	(277,790		)	(101,591		)	(101,009		)
Net income	141,370			150,445			475,990			527,322			577,146			131,159
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships	(18,470		)	(14,850		)	(54,782		)	(46,484		)	(19,486		)	(18,830		)
Noncontrolling interest—common units of Boston Properties Limited Partnership	(12,504		)	(13,852		)	(43,133		)	(49,128		)
Noncontrolling interest—common units of the Operating Partnership													(57,539		)	(11,599		)
Net income attributable to Boston Properties, Inc.	110,396			121,743			378,075			431,710			500,121			100,730
Preferred dividends	(2,625		)	(2,625		)	(7,875		)	(7,875		)	(2,625		)	(2,625		)
Net income attributable to Boston Properties, Inc. common shareholders	$	107,771		$	119,118		$	370,200		$	423,835		$	497,496		$	98,105
Basic earnings per common share attributable to Boston Properties, Inc. common shareholders:
Net income	$	0.70		$	0.77		$	2.40		$	2.74		$	3.20		$	0.63
Weighted average number of common shares outstanding	154,577			154,440			154,553			154,414			155,011			154,525
Diluted earnings per common share attributable to Boston Properties, Inc. common shareholders:
Net income	$	0.70		$	0.77		$	2.39		$	2.74		$	3.20		$	0.63
Weighted average number of common and common equivalent shares outstanding	154,820			154,678			154,847			154,652			155,258			154,844


	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018			Three months ended March 31,
	(in thousands)												2020			2019
Net income	$	141,370		$	150,445		$	475,990		$	527,322		$	577,146		$	131,159
Other comprehensive income (loss):
Other comprehensive (loss):
Effective portion of interest rate contracts	(2,253		)	1,325			(9,307		)	1,325			(9,720		)	(2,628		)
Amortization of interest rate contracts (1)	1,666			1,666			4,998			4,998			1,666			1,666
Other comprehensive income (loss)	(587		)	2,991			(4,309		)	6,323
Other comprehensive (loss)													(8,054		)	(962		)
Comprehensive income	140,783			153,436			471,681			533,645			569,092			130,197
Net income attributable to noncontrolling interests	(30,974		)	(28,702		)	(97,915		)	(95,612		)	(77,025		)	(30,429		)
Other comprehensive loss (income) attributable to noncontrolling interests	(69		)	(433		)	54			(1,031		)
Other comprehensive (income) loss attributable to noncontrolling interests													689			(31		)
Comprehensive income attributable to Boston Properties, Inc.	$	109,740		$	124,301		$	373,820		$	437,002		$	492,756		$	99,737

BOSTON PROPERTIES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited and in thousands)	BOSTON PROPERTIES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited and in thousands)																																		BOSTON PROPERTIES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited and in thousands)

	Common Stock			Preferred Stock				Additional Paid-in Capital				Dividends in Excess of Earnings				Treasury Stock, at cost				Accumulated Other Comprehensive Loss				Noncontrolling Interests - Common Units				Noncontrolling Interests - Property Partnerships				Total			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					Shares					Dividends in Excess of Earnings				Treasury Stock, at cost				Accumulated Other Comprehensive Loss				Noncontrolling Interests - Common Units				Noncontrolling Interests - Property Partnerships				Total				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, June 30, 2019	154,563	$	1,546	Preferred Stock	$	200,000		Additional Paid-in Capital		$	6,278,961			$	(710,592	)		$	(2,722	)		$	(51,340	)		$	608,593			$	1,696,221			$	8,020,667
Equity, December 31, 2019																																			154,790		$	1,548	$	200,000	$	6,294,719	$	(760,523	)	$	(2,722	)	$	(48,335	)	$	600,860		$	1,728,689		$	8,014,236
Cumulative effect of a change in accounting principle																																			—		—		—		—		(1,505		)	—			—			(174		)	—			(1,679		)
Redemption of operating partnership units to common stock	7	—		—				223				—				—				—				(223		)		—				—			462		5		—		15,490		—			—			—			(15,495		)	—			—
Allocated net income for the period	—	—		—				—				110,394				—				—				12,506				18,470				141,370
Dividends/distributions declared	—	—		—				—				(149,468		)		—				—				(17,200		)		—				(166,668		)
Shares issued pursuant to stock purchase plan	2	—		—				315				—				—				—				—				—				315
Net activity from stock option and incentive plan	—	—		—				(7,219		)		—				—				—				6,774				—				(445		)
Sale of an interest in property partnerships	—	—		—				(4,216		)		—				—				—				—				4,216				—
Acquisition of noncontrolling interest in property partnership	—	—		—				43				—				—				—				—				—				43
Contributions from noncontrolling interests in property partnerships	—	—		—				—				—				—				—				—				14,820				14,820
Distributions to noncontrolling interests in property partnerships	—	—		—				—				—				—				—				—				(13,748		)		(13,748		)
Effective portion of interest rate contracts	—	—		—				—				—				—				(2,022		)		(231		)		—				(2,253		)
Amortization of interest rate contracts	—	—		—				—				—				—				1,366				156				144				1,666
Reallocation of noncontrolling interest	—	—		—				6,685				—				—				—				(6,685		)		—				—
Equity, September 30, 2019	154,572	$	1,546	$	200,000			$	6,274,792			$	(749,666	)		$	(2,722	)		$	(51,996	)		$	603,690			$	1,720,123			$	7,995,767

Equity, June 30, 2018	154,412	$	1,544	$	200,000			$	6,391,460			$	(649,747	)		$	(2,722	)		$	(47,695	)		$	621,221			$	1,699,181			$	8,213,242
Redemption of operating partnership units to common stock	25	—		—				916				—				—				—				(916		)		—				—
Allocated net income for the period	—	—		—				—				121,778				—				—				13,817				14,850				150,445
Allocated net income for the year																																			—		—		—		—		500,121			—			—			57,539			19,486			577,146
Dividends/distributions declared	—	—		—				—				(149,343		)		—				—				(17,022		)		—				(166,365		)	—		—		—		—		(154,833		)	—			—			(17,444		)	—			(172,277		)
Shares issued pursuant to stock purchase plan	3	—		—				368				—				—				—				—				—				368			2		—		—		325		—			—			—			—			—			325
Net activity from stock option and incentive plan	—	—		—				754				—				—				—				7,686				—				8,440			61		—		—		7,383		—			—			—			15,677			—			23,060
Contributions from noncontrolling interests in property partnerships	—	—		—				—				—				—				—				—				9,616				9,616			—		—		—		—		—			—			—			—			3,876			3,876
Distributions to noncontrolling interests in property partnerships	—	—		—				—				—				—				—				—				(12,763		)		(12,763		)	—		—		—		—		—			—			—			—			(15,750		)	(15,750		)
Effective portion of interest rate contracts	—	—		—				—				—				—				1,190				135				—				1,325			—		—		—		—		—			—			(8,732		)	(988		)	—			(9,720		)
Amortization of interest rate contracts	—	—		—				—				—				—				1,368				154				144				1,666			—		—		—		—		—			—			1,367			155			144			1,666
Reallocation of noncontrolling interest	—	—		—				6,695				—				—				—				(6,695		)		—				—			—		—		—		3,558		—			—			—			(3,558		)	—			—
Equity, September 30, 2018	154,440	$	1,544	$	200,000			$	6,400,193			$	(677,312	)		$	(2,722	)		$	(45,137	)		$	618,380			$	1,711,028			$	8,205,974
Equity, March 31, 2020																																			155,315		$	1,553	$	200,000	$	6,321,475	$	(416,740	)	$	(2,722	)	$	(55,700	)	$	636,572		$	1,736,445		$	8,420,883

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



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



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%



	September 30, 2019			December 31, 2018
Land	$	4,986,576		$	4,971,475
Right of use assets - finance leases	237,394			—
Right of use assets - operating leases	149,231			—
Land held for future development (1)	246,972			200,498
Buildings and improvements	13,101,302			13,059,488
Tenant improvements	2,559,907			2,396,932
Furniture, fixtures and equipment	44,908			44,351
Construction in progress	953,336			578,796
Total	22,279,626			21,251,540
Less: Accumulated depreciation	(5,061,727		)	(4,800,475		)
	$	17,217,899		$	16,451,065



	March 31, 2020			December 31, 2019
Land	$	4,972,992		$	5,011,153
Right of use assets - finance leases	237,394			237,394
Right of use assets - operating leases	148,057			148,640
Land held for future development (1)	264,893			254,828
Buildings and improvements	13,232,157			13,351,286
Tenant improvements	2,641,448			2,656,439
Furniture, fixtures and equipment	44,263			44,313
Construction in progress	804,179			789,736
Total	22,345,383			22,493,789
Less: Accumulated depreciation	(5,107,243		)	(5,162,908		)
	$	17,238,140		$	17,330,881



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



Period from July 16, 2019 through December 31, 2019	$	—
2020	—
2021	3,863
2022	8,576
2023	8,669
Thereafter	1,358,518
Total expected minimum lease payments	1,379,626
Interest portion	(1,214,649		)
Present value of expected net lease payments	$	164,977



Land	$	31,376
Building and improvements	57,922
Tenant improvements	6,024
In-place lease intangibles	11,494
Above-market lease intangibles	246
Below-market lease intangibles	(1,092		)
Net assets acquired	$	105,970



	Acquired In-Place Lease Intangibles		Acquired Above-Market Lease Intangibles		Acquired Below- Market Lease Intangibles
Period from August 27, 2019 through December 31, 2019	$	1,801	$	28	$	(226	)
2020	4,485		80		(599		)
2021	2,391		80		(237		)
2022	1,121		43		(30		)
2023	179		15		—
2024	60		—		—



	Three months ended September 30, 2019		Nine months ended September 30, 2019
Lease costs
Operating lease costs	$	3,637	$	10,970
Finance lease costs
Amortization of right of use asset (1)	$	12	$	14
Interest on lease liabilities (2)	$	12	$	36


~~(1)~~	The finance leases relate to either land, buildings or assets that remain in development. For land leases classified as finance leases because of a purchase option that the Company views as an economic incentive, the Company follows its existing policy and does not depreciate land because it is assumed to


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



	~~September 30, 2019~~
~~Other information~~
~~Weighted-average remaining lease term (in years)~~
~~Operating leases~~	51
~~Finance leases~~	72
~~Weighted-average discount rate~~
~~Operating leases~~	~~5.7~~	%
~~Finance leases~~	~~6.2~~	%



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
October 1, 2019 - December 31, 2019	$	2,426		$	150
2020	10,050			907
2021	24,953			5,958
2022	18,041			10,208
2023	10,345			9,708
Thereafter (1)	567,232			1,431,760
Total lease payments	633,047			1,458,691
Less: interest portion	(433,292		)	(1,237,662		)
Present value of lease payments	$	199,755		$	221,029


~~(1)~~	~~Finance lease payments in 2024 include approximately $38.7 million related to a purchase option that the Company is reasonably certain it will exercise.~~



Lease Revenue	Three months ended September 30, 2019		Nine months ended September 30, 2019
Fixed contractual payments	$	566,294	$	1,678,100
Variable lease payments	125,931		373,565
	$	692,225	$	2,051,665



	(in thousands)
October 1, 2019 - December 31, 2019	$	530,470
2020	2,196,428
2021	2,177,016
2022	2,050,537
2023	1,980,918
Thereafter	15,447,131


		Nominal % Ownership			Carrying Value of Investment (1)										Carrying Value of Investment (1)
Entity	Properties	Nominal % Ownership			September 30, 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	%		$	(5,114	)	$	(6,424	)	Market Square North	50.0	%		$	(4,469	)	$	(4,872	)
BP/CRF Metropolitan Square, LLC	Metropolitan Square	20.0	%		5,726			2,644			Metropolitan Square	20.0	%		13,130			9,134
901 New York, LLC	901 New York Avenue	25.0	%	(2)	(12,385		)	(13,640		)	901 New York Avenue	25.0	%	(2)	(12,069		)	(12,113		)
WP Project Developer LLC	Wisconsin Place Land and Infrastructure	33.3	%	(3)	37,179			38,214			Wisconsin Place Land and Infrastructure	33.3	%	(3)	36,446			36,789
Annapolis Junction NFM LLC	Annapolis Junction	50.0	%	(4)	25,314			25,268			Annapolis Junction	50.0	%	(4)	25,461			25,391
540 Madison Venture LLC	540 Madison Avenue	60.0	%	(5)	3,075			66,391			540 Madison Avenue	60.0	%	(5)	2,961			2,953
500 North Capitol Venture LLC	500 North Capitol Street, NW	30.0	%		(5,661		)	(5,026		)	500 North Capitol Street, NW	30.0	%		(5,688		)	(5,439		)
501 K Street LLC	1001 6th Street	50.0	%	(6)	42,555			42,557			1001 6th Street	50.0	%	(6)	42,774			42,496
Podium Developer LLC	The Hub on Causeway - Podium	50.0	%		41,434			69,302			The Hub on Causeway - Podium	50.0	%		49,605			49,466
Residential Tower Developer LLC	The Hub on Causeway - Residential	50.0	%		48,491			47,505			Hub50House	50.0	%		54,414			55,092
Hotel Tower Developer LLC	The Hub on Causeway - Hotel Air Rights	50.0	%		3,917			3,022			The Hub on Causeway - Hotel Air Rights	50.0	%		9,889			9,883
Office Tower Developer LLC	100 Causeway Street	50.0	%		74,083			23,804			100 Causeway Street	50.0	%		57,079			56,606
1265 Main Office JV LLC	1265 Main Street	50.0	%		3,932			3,918			1265 Main Street	50.0	%		3,636			3,780
BNY Tower Holdings LLC	Dock 72	50.0	%		94,700			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	%		250,213			253,495			Colorado Center	50.0	%		251,146			252,069
7750 Wisconsin Avenue LLC	7750 Wisconsin Avenue	50.0	%		55,662			69,724			7750 Wisconsin Avenue	50.0	%		57,003			56,247
BP-M 3HB Venture LLC	3 Hudson Boulevard	25.0	%		54,037			46,993			3 Hudson Boulevard	25.0	%		84,301			67,499
SMBP Venture LP	Santa Monica Business Park	55.0	%		163,809			180,952			Santa Monica Business Park	55.0	%		151,997			163,937
Platform 16 Holdings LP	Platform 16	55.0	%	(7)	29,128			—			Platform 16	55.0	%	(7)	93,991			29,501
Gateway Portfolio Holdings LLC											Gateway Commons	50.0	%	(8)	348,143			N/A
					$	910,095		$	931,219						$	1,355,112		$	933,223


(1)	Investments with deficit balances aggregating approximately ~~$23.2~~$22.2 million and ~~$25.1~~$22.4 million at ~~September 30, 2019~~March 31, 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 3 in-service buildings and 2 undeveloped land parcels.


(5)	~~The~~The property was sold on June 27, 2019. As of ~~September 30,~~March 31, 2020 and December 31, 2019,, the investment is comprised of undistributed cash. ~~See note below for additional details.~~


(6)	Under the joint venture agreement for this land parcel, the partner will be entitled to up to 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 ~~September 30,~~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 ~~$383.9~~$11.9 million and ~~$12.3~~$12.1 million, respectively.


(1)	Includes straight-line rent adjustments of approximately ~~$5.3~~$9.7 million and ~~$4.8~~$5.8 million for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $18.7 million and $9.8 million for the~~ ~~nine~~ ~~months ended September 30, 2019 and 2018,~~ respectively.



	Coupon/Stated Rate		Effective Rate(1)		Principal Amount			Maturity Date(2)
10 Year Unsecured Senior Notes	4.125	%	4.289	%	$	850,000		May 15, 2021
11 Year Unsecured Senior Notes	3.850	%	3.954	%	1,000,000			February 1, 2023
10.5 Year Unsecured Senior Notes	3.125	%	3.279	%	500,000			September 1, 2023
10.5 Year Unsecured Senior Notes	3.800	%	3.916	%	700,000			February 1, 2024
7 Year Unsecured Senior Notes	3.200	%	3.350	%	850,000			January 15, 2025
10 Year Unsecured Senior Notes	3.650	%	3.766	%	1,000,000			February 1, 2026
10 Year Unsecured Senior Notes	2.750	%	3.495	%	1,000,000			October 1, 2026
10 Year Unsecured Senior Notes	4.500	%	4.628	%	1,000,000			December 1, 2028
10 Year Unsecured Senior Notes	3.400	%	3.505	%	850,000			June 21, 2029
10.5 Year Unsecured Senior Notes	2.900	%	2.984	%	700,000			March 15, 2030
Total principal					8,450,000
Net unamortized discount					(18,232		)
Deferred financing costs, net					(43,855		)
Total					$	8,387,913


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