[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements (unaudited)](index=5&type=section&id=ITEM%201.%20Financial%20Statements%20(unaudited)) This section presents the unaudited consolidated financial statements for Boston Properties, Inc. and Boston Properties Limited Partnership, including balance sheets, statements of operations, and cash flows [Boston Properties, Inc. Financial Statements](index=5&type=section&id=Boston%20Properties%2C%20Inc.%20Financial%20Statements) Boston Properties, Inc. reported a net income of **$182.2 million** for the six months ended June 30, 2023, a decrease from **$366.0 million** in 2022, with diluted EPS falling to **$1.16** BXP Consolidated Balance Sheet Summary (in thousands) | Metric | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :--- | :--- | :--- | | **Total Assets** | $25,341,680 | $24,207,669 | | **Total Liabilities** | $17,048,845 | $15,837,237 | | **Total Equity** | $8,286,543 | $8,363,819 | BXP Statement of Operations Summary (in thousands, except per share data) | Metric | Six Months Ended June 30, 2023 (in thousands) | Six Months Ended June 30, 2022 (in thousands) | | :--- | :--- | :--- | | **Total Revenue** | $1,620,353 | $1,528,234 | | **Net Income Attributable to BXP** | $182,215 | $366,044 | | **Diluted EPS** | $1.16 | $2.33 | BXP Statement of Cash Flows Summary (in thousands) | Metric | Six Months Ended June 30, 2023 (in thousands) | Six Months Ended June 30, 2022 (in thousands) | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $613,183 | $616,639 | | **Net Cash from Investing Activities** | ($554,864) | ($980,170) | | **Net Cash from Financing Activities** | $833,359 | $365,223 | [Boston Properties Limited Partnership Financial Statements](index=14&type=section&id=Boston%20Properties%20Limited%20Partnership%20Financial%20Statements) Boston Properties Limited Partnership reported a net income of **$206.9 million** for the six months ended June 30, 2023, a decrease from **$415.6 million** in 2022, with diluted earnings per unit falling to **$1.18** BPLP Consolidated Balance Sheet Summary (in thousands) | Metric | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :--- | :--- | :--- | | **Total Assets** | $25,095,318 | $23,957,763 | | **Total Liabilities** | $17,048,845 | $15,837,237 | | **Total Capital** | $6,905,128 | $6,833,027 | BPLP Statement of Operations Summary (in thousands, except per unit data) | Metric | Six Months Ended June 30, 2023 (in thousands) | Six Months Ended June 30, 2022 (in thousands) | | :--- | :--- | :--- | | **Total Revenue** | $1,620,353 | $1,528,234 | | **Net Income Attributable to BPLP** | $206,928 | $415,617 | | **Diluted Earnings per Common Unit** | $1.18 | $2.38 | BPLP Statement of Cash Flows Summary (in thousands) | Metric | Six Months Ended June 30, 2023 (in thousands) | Six Months Ended June 30, 2022 (in thousands) | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $613,183 | $616,639 | | **Net Cash from Investing Activities** | ($554,864) | ($980,170) | | **Net Cash from Financing Activities** | $833,359 | $365,223 | [Notes to the Consolidated Financial Statements](index=22&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) These notes detail the company's accounting policies, financial activities, property portfolio, debt instruments, segment performance, and subsequent events including a new joint venture - As of June 30, 2023, the company owned or had interests in a portfolio of **191 commercial properties** totaling approximately **54.1 million net rentable square feet**, primarily consisting of premier workplaces[125](index=125&type=chunk) - The company consolidates **six Variable Interest Entities (VIEs)**, including its operating partnership BPLP and five in-service properties, for which it is the primary beneficiary[20](index=20&type=chunk)[127](index=127&type=chunk) - On May 15, 2023, BPLP issued **$750.0 million** of **6.500% unsecured senior notes due 2034**, and on January 4, 2023, entered into a **$1.2 billion unsecured term loan facility** subsequently hedged in May 2023[173](index=173&type=chunk)[174](index=174&type=chunk)[176](index=176&type=chunk) - Subsequent to quarter-end, on July 28, 2023, the company entered into a joint venture for the future development of **343 Madison Avenue** in New York City[234](index=234&type=chunk)[295](index=295&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=49&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the economic outlook, return-to-office trends, and the company's strategy, highlighting increased leasing activity, **4.3% NOI growth** for the first six months of 2023, and strong liquidity - The company's strategy focuses on its leadership in the premier workplace segment, which continues to outperform the broader office market in vacancy and net absorption as companies upgrade their spaces to attract employees back to the office[218](index=218&type=chunk)[220](index=220&type=chunk) - In Q2 2023, the company signed approximately **938,000 square feet of leases**, an increase from **660,000** in Q1 2023, with the overall in-service premier workplace and retail portfolio **88.3% occupied** and **90.4% leased** as of June 30, 2023[221](index=221&type=chunk) Net Operating Income (NOI) Comparison (in thousands) | Period | 2023 (in thousands) | 2022 (in thousands) | Change (in thousands) | % Change | | :--- | :--- | :--- | :--- | :--- | | **Six Months Ended June 30** | $994,495 | $953,358 | $41,137 | 4.31% | | **Three Months Ended June 30** | $503,489 | $484,042 | $19,447 | 4.02% | - As of July 28, 2023, the company had approximately **$1.4 billion in cash** and **$1.5 billion available** under its revolving credit facility, which management believes is sufficient to fund capital requirements and investment opportunities[434](index=434&type=chunk) [Results of Operations](index=58&type=section&id=Results%20of%20Operations) Net Operating Income (NOI) increased by **$41.1 million (4.3%)** to **$994.5 million** for the six months ended June 30, 2023, primarily driven by acquired and in-service properties Six-Month NOI Change by Portfolio (in thousands) | Portfolio | 2023 NOI (in thousands) | 2022 NOI (in thousands) | Change (in thousands) | | :--- | :--- | :--- | :--- | | **Same Property** | $904,094 | $904,634 | ($540) | | **Acquired** | $43,920 | $4,792 | $39,128 | | **Placed In-Service** | $49,558 | $10,142 | $39,416 | | **Development/Redevelopment** | ($3,607) | $11,377 | ($14,984) | | **Sold** | $530 | $22,413 | ($21,883) | | **Total NOI** | **$994,495** | **$953,358** | **$41,137** | - The increase in Same Property operating expenses for the first six months of 2023 was driven by higher real estate taxes (+$12.1 million), particularly in New York City, and other operating expenses (+$17.4 million), including **$2.3 million** in opening costs for the View Boston Observatory[282](index=282&type=chunk) - Gains on sales of real estate decreased by **$118.9 million** for the six months ended June 30, 2023, as there were no sales in 2023, compared to gains from two property sales in the same period of 2022[319](index=319&type=chunk) - Interest expense for the first six months of 2023 increased by **$71.3 million**, primarily due to higher interest on unsecured term loans and credit facilities (+$29.9 million) and the issuance of new senior notes in late 2022 (+$25.4 million)[324](index=324&type=chunk)[347](index=347&type=chunk) [Liquidity and Capital Resources](index=82&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with **$15.5 billion** in consolidated debt, a **$1.6 billion** development pipeline, and sufficient capital to meet upcoming obligations and fund new projects - As of June 30, 2023, the company had **13 properties** under construction/redevelopment, with an estimated remaining equity requirement of approximately **$1.6 billion** to be funded through 2026[455](index=455&type=chunk)[453](index=453&type=chunk) Consolidated Debt Summary (as of June 30, 2023, in thousands) | Debt Type | Carrying Amount (in thousands) | | :--- | :--- | | Fixed rate mortgage notes, net | $3,274,764 | | Unsecured senior notes, net | $10,985,395 | | Unsecured term loan, net | $1,196,046 | | **Total Consolidated Debt** | **$15,456,205** | - The company has upcoming debt maturities including **$500 million** of **3.125% notes due September 2023** and **$700 million** of **3.800% notes due February 2024**, which it expects to fund with available cash, asset sales, or refinancing[428](index=428&type=chunk) - On May 17, 2023, BXP renewed its "at the market" (ATM) stock offering program, allowing for the sale of up to **$600.0 million** of its Common Stock, with no shares issued under this program to date[268](index=268&type=chunk)[434](index=434&type=chunk) [Funds from Operations (FFO)](index=96&type=section&id=Funds%20from%20Operations) Funds from Operations (FFO) attributable to Boston Properties, Inc. for Q2 2023 was **$292.8 million** or **$1.86 per diluted share**, a decrease primarily due to the absence of property sales gains BXP FFO Reconciliation (in thousands) | Metric | Q2 2023 (in thousands) | Q2 2022 (in thousands) | | :--- | :--- | :--- | | Net Income Attributable to BXP | $104,299 | $222,989 | | Adjustments (Depreciation, etc.) | $188,545 | $81,571 | | **FFO Attributable to BXP** | **$292,844** | **$304,560** | BPLP FFO Reconciliation (in thousands) | Metric | Q2 2023 (in thousands) | Q2 2022 (in thousands) | | :--- | :--- | :--- | | Net Income Attributable to BPLP | $118,098 | $253,788 | | Adjustments (Depreciation, etc.) | $208,227 | $85,101 | | **FFO Attributable to BPLP** | **$326,325** | **$338,889** | [Quantitative and Qualitative Disclosures about Market Risk](index=102&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is interest rate changes, with **$15.5 billion** in consolidated debt as of June 30, 2023, of which **$1.2 billion** in variable-rate debt was fully hedged - As of June 30, 2023, the company had **no unhedged variable rate debt**, as its entire **$1.2 billion** of variable rate borrowings was subject to interest rate swaps[488](index=488&type=chunk) Consolidated Debt by Rate Type (as of June 30, 2023) | Rate Type | Amount (billions) | Percentage of Total | | :--- | :--- | :--- | | Fixed Rate | $14.3 | ~92.3% | | Variable Rate (Hedged) | $1.2 | ~7.7% | | **Total** | **$15.5** | **100%** | [Controls and Procedures](index=103&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal control over financial reporting during Q2 - The Chief Executive Officer and Chief Financial Officer of Boston Properties, Inc. concluded that the disclosure controls and procedures for both BXP and BPLP were **effective** as of June 30, 2023[515](index=515&type=chunk)[516](index=516&type=chunk) - There were **no material changes** in internal control over financial reporting during the second quarter of 2023 that materially affected, or are reasonably likely to materially affect, the company's internal controls[515](index=515&type=chunk)[516](index=516&type=chunk) [PART II. OTHER INFORMATION](index=104&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=104&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is subject to ordinary course legal proceedings, generally covered by insurance, and not expected to materially affect its financial position or liquidity - The company reports that it is subject to ordinary course legal proceedings, which are generally covered by insurance and are not expected to have a **material adverse effect** on its financial condition[542](index=542&type=chunk) [Risk Factors](index=104&type=section&id=ITEM%201A.%20Risk%20Factors) There were no material changes to the risk factors previously disclosed in the company's 2022 Annual Report on Form 10-K - There were **no material changes** to the risk factors previously disclosed in the company's 2022 Annual Report on Form 10-K[543](index=543&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=104&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 2023, BPLP issued **7,449 common units** to BXP for **$67.80** and repurchased **11,627 LTIP and MYLTIP units** from terminated employees - BPLP issued **7,449 common units** to BXP in connection with BXP's issuance of restricted stock to non-employee directors and settlement of deferred stock awards[546](index=546&type=chunk) - BPLP repurchased **11,627 LTIP and MYLTIP units** during the quarter from terminated employees at a price of **$0.25 per unit**[548](index=548&type=chunk)[519](index=519&type=chunk) [Defaults Upon Senior Securities](index=105&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities during the period - The company reported **no defaults** upon senior securities[549](index=549&type=chunk)[521](index=521&type=chunk) [Other Information](index=105&type=section&id=ITEM%205.%20Other%20Information) The company reported no other information required to be disclosed under this item - The company reported **no other material information** for the quarter[522](index=522&type=chunk)[551](index=551&type=chunk) [Exhibits](index=106&type=section&id=ITEM%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including credit agreements, senior notes indenture, and required CEO and CFO certifications - Exhibit 4.1 contains the Supplemental Indenture for the **$750 million 6.500% Senior Notes due 2034**[558](index=558&type=chunk) - Exhibit 10.1 is the First Amendment to the Ninth Amended and Restated Credit Agreement, dated June 1, 2023[553](index=553&type=chunk) - Exhibits 31.1 through 32.4 contain the required CEO and CFO certifications under the Sarbanes-Oxley Act[525](index=525&type=chunk)[558](index=558&type=chunk)

Financial Data and Key Metrics Changes - BXP reported funds from operations (FFO) of $1.86 per share, exceeding the midpoint of guidance by $0.06 per share, attributed to better-than-expected revenues and lower operating expenses [135] - The company increased its FFO per share guidance for the entirety of 2023, indicating a positive outlook despite challenging market conditions [24] Business Line Data and Key Metrics Changes - In Q2, BXP completed 938,000 square feet of leasing with a weighted average lease term of 8 years, despite a challenging leasing market [24] - The leasing activity included 63 transactions, with 37 renewals and 26 new tenants, indicating a diverse leasing strategy [123] - The lease rates varied by market, with increases in Boston (8%) and San Francisco (10%), while New York and D.C. saw declines of 11% and 13.5% respectively [125] Market Data and Key Metrics Changes - The direct vacancy for premier workplaces was reported at 11.6%, compared to 16.5% for the overall market, highlighting the strength of BXP's assets [27] - The San Francisco CBD saw a more than 50% increase in tenant demand since Q4 2022, driven by new technology demand, particularly in AI [127][128] Company Strategy and Development Direction - BXP is focusing on premier workplaces, life sciences, and residential development in its six target markets, pausing construction on certain projects to align with market recovery [119][120] - The company has a significant development pipeline with 13 projects underway, aggregating approximately 3.1 million square feet and $2.6 billion in investment [121] Management's Comments on Operating Environment and Future Outlook - Management expressed a cautious outlook for the tech sector, noting that demand has not yet materialized significantly and that comparisons to previous years will be muted [10][11] - The company anticipates a gradual recovery in leasing activity, driven by a focus on premier workplaces and the potential for increased demand as companies finalize return-to-office strategies [42][43] Other Important Information - BXP's capital market activity included issuing $750 million in unsecured green bonds, which were well oversubscribed, indicating strong investor interest [133] - The company is considering additional capital raising through dispositions and joint ventures, particularly in residential assets and select pre-leased developments [51][85] Q&A Session All Questions and Answers Question: What are the conversations like regarding leasing velocity and expectations for the second half of the year? - Management noted that leasing velocity was up significantly in the quarter but down year-over-year, with expectations for modest improvement in lease rates in the back half of the year [8][15] Question: What is the outlook for tech companies and their space demand? - Management indicated that tech companies' income growth has flattened, leading to a focus on cost-cutting, which impacts space demand. However, there is optimism regarding AI demand as a potential driver for future leasing activity [42][46] Question: How is the leasing pipeline trending between life sciences and traditional office users? - Management reported that while traditional office demand is light, they are capturing some demand due to their premier properties. Life sciences remain a focus for growth, with expectations for continued leasing activity [101][102] Question: What is the company's strategy regarding capital allocation and potential acquisitions? - Management stated that they are being patient with new investment activity, believing acquisition opportunities will grow in number and become more attractive as market conditions evolve [29][81]

PART I. FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=5&type=section&id=ITEM%201.%20Financial%20Statements%20(unaudited)) Unaudited consolidated financial statements for BXP and BPLP for the quarter ended March 31, 2023, detail assets, liabilities, equity, operations, and cash flows [Consolidated Financial Statements](index=6&type=section&id=Consolidated%20Financial%20Statements) Consolidated statements as of March 31, 2023, show BXP's total assets at **$24.6 billion** and a net income of **$77.9 million**, a decrease from the prior year BXP Consolidated Balance Sheet Highlights (As of March 31, 2023) | Metric | Amount (in thousands) | | :--- | :--- | | Total Real Estate | $19,539,375 | | Total Assets | $24,625,422 | | Total Liabilities | $16,313,339 | | Total Equity | $8,306,484 | BXP Consolidated Statement of Operations Highlights (Three months ended March 31) | Metric | 2023 (in thousands) | 2022 (in thousands) | | :--- | :--- | :--- | | Total Revenue | $803,200 | $754,307 | | Total Expenses | $568,661 | $499,978 | | Net Income | $105,628 | $176,957 | | Net Income Attributable to BXP | $77,890 | $143,047 | [Notes to the Consolidated Financial Statements](index=20&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) Detailed notes explain the company's accounting policies, real estate portfolio, joint ventures, debt structure, and segment performance [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=39&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's analysis covers Q1 2023 financial performance, leasing activities, liquidity, and capital resources, noting a decrease in net income but a **4.6%** increase in NOI - The company's core strategy is to develop, acquire, and manage premier workplaces in six gateway markets: Boston, Los Angeles, New York, San Francisco, Seattle, and Washington, DC[299](index=299&type=chunk)[327](index=327&type=chunk) - In Q1 2023, the company signed approximately **660,500 square feet** of leases with a weighted-average lease term of **7.7 years**, and overall occupancy was **88.6%**[302](index=302&type=chunk) Q1 2023 vs Q1 2022 Financial Highlights (BXP) | Metric | Q1 2023 (in thousands) | Q1 2022 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Net Income Attributable to BXP | $77,890 | $143,047 | (45.55)% | | Net Operating Income (NOI) | $491,006 | $469,316 | 4.62% | | Diluted FFO attributable to BXP | $271,981 | $286,200 | (5.0)% | [Results of Operations](index=46&type=section&id=Results%20of%20Operations) Q1 2023 net income decreased by **$65.2 million** due to lower gains on sales and higher expenses, though Net Operating Income (NOI) grew by **4.6%** Total Property Portfolio - Q1 2023 vs Q1 2022 | Metric | 2023 (in thousands) | 2022 (in thousands) | % Change | | :--- | :--- | :--- | :--- | | Total Rental Revenue | $769,158 | $726,888 | 5.82% | | Real Estate Operating Expenses | $285,845 | $263,823 | 8.35% | | Net Operating Income (NOI) | $491,006 | $469,316 | 4.62% | - The Same Property Portfolio NOI decreased by **0.62%** (excluding residential and hotel), as a 1.5% increase in lease revenue was offset by a 5.8% increase in operating expenses, primarily higher real estate taxes[82](index=82&type=chunk)[345](index=345&type=chunk) - Interest expense increased by approximately **$33.0 million**, primarily due to higher interest rates on variable-rate debt and new debt issuances[393](index=393&type=chunk) - Depreciation and amortization expense increased by **$31.1 million**, largely due to properties acquired or placed in-service and accelerated depreciation on assets being redeveloped[358](index=358&type=chunk)[417](index=417&type=chunk) [Liquidity and Capital Resources](index=58&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position with **$670.2 million** in cash and **$1.5 billion** available under its credit facility to fund development and debt service - As of March 31, 2023, the development/redevelopment pipeline includes 15 properties totaling **4.0 million sq. ft.**, with an estimated remaining investment of **$1.9 billion**[11](index=11&type=chunk)[107](index=107&type=chunk) - In January 2023, BPLP entered into a new **$1.2 billion** unsecured term loan, maturing in May 2024, and used a portion of the proceeds to repay a **$730.0 million** term loan that was due in May 2023[117](index=117&type=chunk)[240](index=240&type=chunk) - As of March 31, 2023, BPLP had **no borrowings** under its **$1.5 billion** revolving credit facility[54](index=54&type=chunk) Consolidated Debt Statistics (as of March 31, 2023) | Metric | Value | | :--- | :--- | | Total Consolidated Debt | $14.7 billion | | Fixed Rate Debt | 91.88% | | Variable Rate Debt | 8.12% | | Weighted-Average Interest Rate | 3.81% | | Weighted-Average Maturity | 5.0 years | [Funds from Operations (FFO)](index=70&type=section&id=Funds%20from%20Operations%20(FFO)) Diluted FFO for Q1 2023 was **$272.0 million** (**$1.73 per share**), a decrease from the prior year, primarily due to higher interest expense Reconciliation of Net Income to FFO (BXP) | (in thousands) | Three months ended March 31, 2023 | Three months ended March 31, 2022 | | :--- | :--- | :--- | | Net income attributable to BXP | $77,890 | $143,047 | | Add: Depreciation and amortization (BXP Share) | $216,200 | $181,567 | | Less: Gains on sales of real estate | $0 | ($22,701) | | Less: Unrealized gain on non-real estate investment | $259 | $0 | | **Diluted FFO attributable to BXP** | **$271,981** | **$286,200** | Diluted FFO Per Share (BXP) | Metric | Three months ended March 31, 2023 | Three months ended March 31, 2022 | | :--- | :--- | :--- | | Diluted FFO per Share | $1.73 | $1.82 | [Quantitative and Qualitative Disclosures about Market Risk](index=76&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is interest rate fluctuations on its **$1.2 billion** of variable-rate debt - The company's primary market risk is interest rate risk; as of March 31, 2023, variable-rate debt totaled **$1.2 billion**[451](index=451&type=chunk) - A **100 basis point** increase in interest rates would have increased interest expense by approximately **$3.0 million** for the three months ended March 31, 2023[451](index=451&type=chunk) Debt Maturity Profile (Consolidated) | Maturity Year | Fixed Rate Debt (in thousands) | Variable Rate Debt (in thousands) | Total (in thousands) | | :--- | :--- | :--- | :--- | | 2023 | $496,028 | $0 | $496,028 | | 2024 | $699,332 | $1,194,916 | $1,894,248 | | 2025 | $842,934 | $0 | $842,934 | | 2026 | $1,986,314 | $0 | $1,986,314 | | 2027 | $3,041,033 | $0 | $3,041,033 | | 2028+ | $6,453,722 | $0 | $6,453,722 | | **Total** | **$13,519,363** | **$1,194,916** | **$14,714,279** | [Controls and Procedures](index=76&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2023, with no material changes in internal controls - Both BXP's and BPLP's management, including their respective CEO and CFO, concluded that **disclosure controls and procedures were effective** as of the end of the period covered by the report[68](index=68&type=chunk)[69](index=69&type=chunk)[454](index=454&type=chunk) - **No changes** in internal control over financial reporting occurred during the first quarter of 2023 that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[69](index=69&type=chunk)[454](index=454&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=78&type=section&id=ITEM%201.%20Legal%20Proceedings) Ordinary course legal proceedings are not expected to have a material adverse effect on the company's financial condition - Legal proceedings and claims arise in the ordinary course of business and are **generally covered by insurance**[41](index=41&type=chunk) - Management does not expect the outcome of such matters to have a **material adverse effect** on the company's financial position, operations, or liquidity[41](index=41&type=chunk) [Risk Factors](index=78&type=section&id=ITEM%201A.%20Risk%20Factors) No material changes were reported to the risk factors disclosed in the 2022 Annual Report on Form 10-K - **No material changes** were reported to the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022[71](index=71&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=78&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) BPLP issued **75,436 common units** to BXP for **$0.5 million**, and BXP repurchased **8,698 shares** to satisfy employee tax obligations - BPLP issued **75,436 common units** to BXP for approximately **$0.5 million** in connection with BXP's employee stock plans, issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act[73](index=73&type=chunk) Issuer Purchases of Equity Securities (BXP Common Stock) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Jan 1 - Jan 31, 2023 | 7,533 | $71.20 | | Feb 1 - Feb 28, 2023 | 1,165 | $75.48 | | Mar 1 - Mar 31, 2023 | 0 | $0.00 | | **Total** | **8,698** | **$71.77** | [Defaults Upon Senior Securities](index=79&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[45](index=45&type=chunk)[74](index=74&type=chunk) [Mine Safety Disclosures](index=79&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) The company reported no mine safety disclosures - None[86](index=86&type=chunk) [Other Information](index=79&type=section&id=ITEM%205.%20Other%20Information) The company reported no other information for the period - None[74](index=74&type=chunk)[460](index=460&type=chunk) [Exhibits](index=80&type=section&id=ITEM%206.%20Exhibits) Filed exhibits include credit agreements, CEO/CFO certifications, and Inline XBRL documents - Exhibits filed include **CEO and CFO certifications** under Sarbanes-Oxley Act Sections 302 and 906 for both BXP and BPLP[462](index=462&type=chunk) - **Inline XBRL** taxonomy and data files are included as exhibits[76](index=76&type=chunk) Signatures [Signatures](index=81&type=section&id=Signatures) The report was duly signed by authorized officers of BXP and BPLP on May 3, 2023 - The report was duly signed on behalf of the Registrants (Boston Properties, Inc. and Boston Properties Limited Partnership) on **May 3, 2023**[49](index=49&type=chunk)[465](index=465&type=chunk)

Financial Data and Key Metrics Changes - The company reported first quarter FFO of $1.73 per share, exceeding the midpoint of guidance by $0.06 per share [65] - Full year guidance for FFO has been increased by $0.04 per share, now ranging from $7.14 to $7.20 per share [97][95] - The increase in guidance is attributed to $0.03 of better projected contribution from the portfolio and $0.01 of higher fee income [97] Business Line Data and Key Metrics Changes - The company completed 660,000 square feet of leasing in the first quarter, with a weighted average lease term of 7.7 years [35] - The leasing activity is expected to reach approximately 3 million square feet for the year, with a current pipeline of 900,000 square feet in negotiation and 1.5 million square feet in proposals [26][84] - The portfolio's in-service occupancy stands at 88.6%, which rises to 91% with leases signed but not commenced [54] Market Data and Key Metrics Changes - Direct vacancy for Premier Workplaces increased only 20 basis points to 10.7%, while the balance of the market saw an increase of 80 basis points to 15.5% [41] - U.S. transaction volume for office assets slowed to $6.6 billion in the first quarter, down 47% from the previous quarter [42] - The company noted that the availability rates are at or above 20% in coastal and Sun Belt markets, indicating a challenging supply picture [52] Company Strategy and Development Direction - The company is focusing on premier workplaces, life science, and residential development as key areas for growth [18] - The strategy includes being opportunistic in the current market environment while maintaining a strong and liquid balance sheet [20] - The company aims to maintain a steady dividend and increase it over time as developments add to income [93] Management's Comments on Operating Environment and Future Outlook - Management acknowledged significant economic headwinds but noted that the company continued to perform well in the first quarter [7] - The leasing slowdown is viewed as a cyclical trend rather than a secular trend, with expectations for recovery alongside economic conditions [36] - Management expressed confidence in the ability to achieve leasing targets despite current market challenges [116] Other Important Information - The company has elevated levels of liquidity, with $2.4 billion available, including $900 million in cash [88] - The company has a diverse portfolio with 8% of total revenue coming from life science clients, primarily from public companies [56][98] - The company is actively negotiating leases and has seen a modest growth in its active proposal pipeline [79][104] Q&A Session Summary Question: Can you speak to the leasing pipeline and projected yields? - The leasing pipeline is bulky, primarily in two locations, with expected returns slightly lower due to current market conditions [71] Question: How healthy is the mortgage market for office assets? - The mortgage market remains open for high-quality, well-leased premier workplace assets, despite tighter underwriting criteria [30][75] Question: What is the company's approach to capital preservation versus growth? - The company is open to growth opportunities but is focused on pricing and maintaining a strong capital structure [110] Question: How is the company addressing demand from smaller tenants? - The company is actively creating spec suites to accommodate demand from medium and small financial and professional services companies [134]

Supplemental Operating and Financial Data for the Quarter Ended March 31, 2023 FORWARD-LOOKING STATEMENTS This Supplemental package includes non-GAAP financial measures, which are accompanied by what the Company considers the most directly comparable financial measures calculated and presented in accordance with GAAP. Quantitative reconciliations of the differences between the most directly comparable GAAP financial measures and the non-GAAP financial measures presented are provided within this Supplemental ...

15 Table of Contents Ø Risk Management BXP is committed to managing and avoiding the impacts of climate change. Our risk management program includes physical and transition risks, including both climate mitigation (resource efficiency and emissions reduction) and adaptation (integration of climate resilience into our investment decisionmaking). We are actively acquiring, developing and operating a geographically diverse portfolio of high-quality commercial real estate properties. Individual assets have uniq ...

Financial Data and Key Metrics Changes - The company reported fourth quarter FFO of $1.86 per diluted share and full year 2022 FFO of $7.53 per diluted share, which was a penny ahead of the midpoint of guidance and $0.02 ahead of street consensus [21] - FFO per share grew 15% in 2022 due to development deliveries and strong leasing activity [4][63] - Revenue increased by 8% and same property NOI increased by 4% over 2021, with cash NOI growth in the same property portfolio of 6.5% [63] Business Line Data and Key Metrics Changes - The company completed 1.1 million square feet of leasing in the fourth quarter and 5.7 million square feet for all of 2022, which is 95% of the average annual leasing over the last 10 years [4] - The weighted average term for leases signed in 2022 was 9.2 years, attributed to strong client relationships and execution [28] - The company has a development pipeline of 13 projects aggregating approximately 4 million square feet and $3.3 billion of investment projected to add more than $240 million to NOI over the next five years [12] Market Data and Key Metrics Changes - Direct vacancy for premier workplaces was 9.6% compared to 14.7% for the rest of the market, with net absorption for premier workplaces being a positive 7.1 million square feet versus a negative 25.4 million square feet for the balance of the market [7] - The U.S. transaction volume for office assets slowed to $12 billion in the fourth quarter, down 40% from the third quarter [31] - The mark to market on leases signed in the fourth quarter showed increases of 7% in Boston, 9% in San Francisco, flat in New York City, and down 11% in DC [58] Company Strategy and Development Direction - The company aims to position itself for success regardless of the economy's trajectory by managing leverage and liquidity [29] - The premier workplace segment continues to outperform, with users increasingly interested in upgrading their buildings to attract workforce back to the office [30] - The company is focusing on opportunistic acquisitions solely in premier workplaces, life science, and residential development [9] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the economic slowdown due to inflation and federal reserve tightening measures but noted that inflation is starting to come down [6] - The company is well-positioned to weather the current economic slowdown due to its premier workplace market positions and strong balance sheet [13] - Management expects a reduction in FFO of 5% from last year, primarily due to increased interest rates, but anticipates that interest rates will not be a significant headwind going forward [49] Other Important Information - The company raised $1.2 billion in additional liquidity through a green bond offering and an upsized bank term loan [5] - The company took a $51 million non-cash impairment charge related to its Dock 72 property due to weak leasing conditions [45] - The company plans to change the timing of its annual guidance issuance starting next year [67] Q&A Session Summary Question: Comments on leasing pipeline and outlook - Management noted significant leasing at 2100 Penn and adjustments in timelines for 360 Park Avenue South and 205th Avenue due to leasing activity [70] Question: Comparison of leasing activity to expectations - Management acknowledged a material change in the overall economy and noted that they exceeded internal projections for leasing activity [74] Question: Demand for tech-oriented buildings - Management indicated that leasing has slowed but is seeing interest from traditional industries, suggesting a shift in tenant focus [81] Question: Changes in tenant long-term commitments - Management stated that tenants are making long-term decisions, and they continue to sign longer-term leases despite economic conditions [86] Question: Impact of government workers on the market - Management expressed concern over the federal workforce not returning to work and its impact on occupancy in Reston [107]

Boston Region Submarkets - Waltham has a total square footage of 4.8 million [3,4], with 28 buildings and 84.4% occupancy [4] - Cambridge has a total square footage of 2.4 million [3,13], with 10 buildings and 99% occupancy [13] - Boston has a total square footage of 8.4 million [3], with 8 buildings and 97% occupancy [16] Waltham Development Activities - 180 CityPoint: Building size is 320,000 SF, estimated total investment is $275 million, and 43% is pre-leased with an estimated delivery in Q4 2023 [5] - CityPoint South: Future development of 1.2 million SF across 5 buildings for life sciences/office build-to-suit [6] - 880 Winter Street: Building size is 244,000 SF, a life sciences conversion, 97% pre-leased, and completed in Q3 2022 [7] with an estimated total investment of $108 million [8] - 103 CityPoint: Building size is 113,000 SF, 75% R&D and 25% GMP, with an estimated delivery in Q4 2023 and an estimated total investment of $115 million [10] Cambridge Development - 250/290 Binney Street: 271,000 SF [14] - 300 Binney: 240,000 SF [14] Washington, DC Region Office Market - Total office square footage is 310 million, with BXP holding 8.9 million [41] - Operating portfolio is 8.9 million SF, with 34 buildings and 89.4% leased/committed [43] Reston Town Center Lease Performance - Total square footage is 3.8 million [47] - Total uncommitted space is 186,000 SF, representing 4.90% uncommitted [47] - Pandemic leasing activity reached 1.5 million SF [47] Washington, DC Lease Performance - Total square footage is 2.9 million [49] - Total uncommitted space is 260,000 SF, representing 8.8% uncommitted [50,51] - Pandemic leasing activity reached 666,000 SF [55] Reston Town Center Next Phase - Masterplan includes up to 4 million SF of development capacity [59] - Phase 1 total development is 1.861 million SF, including 1.1 million SF of office space, 500,000 SF of multifamily (508 units), 200,000 SF of hotel (267 keys), and 61,000 SF of retail [60] - Phase 2 total development is 2.054 million SF, including 800,000 SF of office space, 1.2 million SF of multifamily (1,200 units), and 54,000 SF of retail [67] San Francisco Market Overview - San Francisco CBD total available space is 25.9%, with direct available space of 10,027,303 SF and sublease available space of 3,580,772 SF [133] - San Francisco total available space is 28.7%, with direct available space of 17,156,538 SF and sublease available space of 7,550,402 SF [133] - Silicon Valley office total available space is 15.1%, with direct available space of 11,920,043 SF and sublease available space of 3,631,893 SF [138] - Silicon Valley R&D total available space is 12.0%, with direct available space of 13,592,913 SF and sublease available space of 3,781,014 SF [138]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13087 (Boston Properties, Inc.) Commission File Number: 0-50209 (Boston Properties Limited Partnership) | --- | --- | ...

Boston Properties, Inc. (NYSE:BXP) Q3 2022 Earnings Conference Call October 26, 2022 10:00 AM ET Company Participants Helen Han - Vice President, Investor Relations Owen Thomas - Chairman and Chief Executive Officer Doug Linde - President Mike LaBelle - Chief Financial Officer Bryan Koop - Executive Vice President, Boston Region Conference Call Participants John Kim - BMO Capital Markets Steve Sakwa - Evercore ISI Derek Johnston - Deutsche Bank Nick Yulico - Scotiabank Blaine Heck - Wells Fargo Camille Bonn ...