bxp-20201027
0001037540false0001043121false00010375402020-10-272020-10-270001037540bxp:BostonPropertiesLimitedPartnershipMember2020-10-272020-10-270001037540us-gaap:CommonStockMember2020-10-272020-10-270001037540bxp:A5.25SeriesBCumulativeRedeemablePreferredStockparvalue0.01pershareMember2020-10-272020-10-27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 27, 2020
BOSTON PROPERTIES, INC.
BOSTON PROPERTIES LIMITED PARTNERSHIP
(Exact Name of Registrants As Specified in its Charter)
Boston Properties, Inc.Delaware
1-13087
04-2473675
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)(IRS Employer
Identification No.)
Boston Properties Limited PartnershipDelaware
0-50209
04-3372948
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)(IRS Employer
Identification No.)
800 Boylston Street, Suite 1900, Boston, Massachusetts 02199
(Address of Principal Executive Offices) (Zip Code)
(617) 236-3300
(Registrants’ telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Securities registered pursuant to Section 12(b) of the Act:
RegistrantTitle of each classTrading Symbol(s)Name of each exchange on which registered
Boston Properties, Inc.Common Stock, par value $0.01 per shareBXPNew York Stock Exchange
Boston Properties, Inc.Depository Shares Each Representing 1/100th of a share BXP PRBNew York Stock Exchange
of 5.25% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Boston Properties, Inc.:
Emerging growth company

Boston Properties Limited Partnership:
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 ☐







Item 2.02.    Results of Operations and Financial Condition.

The information in this Item 2.02 - “Results of Operations and Financial Condition” is being furnished. Such information, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

On October 27, 2020, Boston Properties, Inc. (the “Company”), the general partner of Boston Properties Limited Partnership, issued a press release announcing its financial results for the third quarter of 2020. That press release referred to certain supplemental information that is available on the Company’s website. The text of the supplemental information and the press release are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.Description
*99.1
*99.2
*101.SCHInline XBRL Taxonomy Extension Schema Document.
*101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
*101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
*101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
*101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
*104Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*).
______________
* Filed herewith.







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
BOSTON PROPERTIES, INC.
By:
/s/    MICHAEL E. LABELLE        
Michael E. LaBelle
Executive Vice President, Chief Financial Officer
and Treasurer
BOSTON PROPERTIES LIMITED PARTNERSHIP
By: Boston Properties, Inc., its General Partner
By:
/s/    MICHAEL E. LABELLE        
Michael E. LaBelle
Executive Vice President, Chief Financial Officer
and Treasurer
    

Date: October 27, 2020




Document

Exhibit 99.2
https://cdn.kscope.io/9e984e343c45ab6e53653b7af06205ed-bxplogohorizontalcolorrgba.jpg

BOSTON PROPERTIES ANNOUNCES THIRD QUARTER 2020 RESULTS; REPORTS EPS OF $0.58 AND FFO PER SHARE OF $1.57

Signs 811,000 Square Feet of Leasing in Q3 With a Weighted Average Lease Term of Seven Years
    
BOSTON, MA, October 27, 2020 - Boston Properties, Inc. (NYSE: BXP), the largest publicly-traded developer, owner and manager of Class A office properties in the United States, reported results today for the third quarter ended September 30, 2020.
Financial highlights for the third quarter include:
Net income attributable to common shareholders of $89.9 million, or $0.58 per diluted share (EPS), compared to $107.8 million, or $0.70 per diluted share, for the quarter ended September 30, 2019. The third quarter of 2020 included a $0.06 per share charge to revenue related to the write-off of accrued rent and accounts receivable of tenants primarily in the retail, fitness and entertainment sectors.
Funds from Operations (FFO) of $244.0 million, or $1.57 per diluted share, compared to FFO of $253.6 million, or $1.64 per diluted share, for the quarter ended September 30, 2019. The third quarter of 2020 included a $0.06 per share charge to revenue related to the write-off of accrued rent and accounts receivable of tenants primarily in the retail, fitness and entertainment sectors.
Third quarter and recent business highlights include:
Completed 811,000 square feet of leases and renewals in the third quarter with a weighted average lease term of approximately seven years. Notable leases signed in the quarter include a 13-year expansion and a long-term extension with Microsoft Corporation in Reston, Virginia totaling 186,000 square feet and a new, 14-year, 82,000 square foot lease with Columbia Threadneedle Investments at Atlantic Wharf in Boston, Massachusetts.
In addition, the Company recently signed a 196,000 square foot, 20-year lease with the Volkswagen Group of America at BXP’s 1.1 million square foot development in the new phase of Reston Town Center in Reston, Virginia. With this new lease, the development is 85% pre-leased. Further details can be found in the press release issued today.
Collected 99% of its total rent payments from office tenants in the third quarter. Rent collections from all commercial tenants, including base rent from retail tenants, were 97% in total in Q3.
Completed and fully placed in-service two developments in the third quarter including Hub50House, a 320,000 square foot residential property in Boston, Massachusetts which the Company has a 50% ownership and The Skylyne, a 331,000 square foot residential property in Oakland, California.
Entered into an agreement with an existing joint venture partner for the future development of a 1.2 million square foot site in Waltham, Massachusetts, a popular submarket of Boston for leading and emerging companies in the life sciences, biotechnology and technology sectors. The agreement allows for the phased development of office and lab properties across 41-

–more–


acres. Boston Properties will serve as the development manager and expects to be a majority owner of the properties. This agreement builds on Boston Properties’ current footprint of 4.3 million square feet of Class A Office and lab properties in this submarket.
Completed the acquisition of a 50% interest in Beach Cities Media Center, a 6.4-acre land site on the Rosecrans Corridor of the El Segundo submarket of Los Angeles, California for a purchase price of approximately $21.2 million. Located in close proximity to the desirable beach cities of Manhattan, Hermosa and Redondo as well as the Palos Verdes peninsula, El Segundo is one of the most in-demand locations for Fortune 500 and emerging office tenants in the South Bay of Los Angeles. The site is fully entitled to support the future development of approximately 275,000 square feet of Class A creative office space.
The reported results are unaudited and there can be no assurance that these reported results will not vary from the final information for the quarter ended September 30, 2020. In the opinion of management, the Company has made all adjustments considered necessary for a fair statement of these reported results.
Boston Properties will host a conference call on Wednesday, October 28, 2020 at 10:00 AM Eastern Time, open to the general public, to discuss the third quarter 2020 results, provide a business update pertaining to the current COVID-19 pandemic and discuss other business matters that may be of interest to investors. The number to call for this interactive teleconference is (877) 796-3880 (Domestic) or (443) 961-9013 (International) and entering the passcode 5198453. A replay of the conference call will be available by dialing (855) 859-2056 (Domestic) or (404) 537-3406 (International) and entering the passcode 51984533. There will also be a live audio webcast of the call, which may be accessed in the Investor Relations section of the Company’s website at investors.bxp.com. Shortly after the call, a replay of the webcast will be available in the Investor Relations section of the Company’s website and archived for up to twelve months following the call.
Additionally, a copy of Boston Properties’ third quarter 2020 “Supplemental Operating and Financial Data” and this press release are available in the Investor Relations section of the Company’s website at investors.bxp.com.

Boston Properties (NYSE: BXP) is the largest publicly-held developer and owner of Class A office properties in the United States, concentrated in five markets -  Boston, Los Angeles, New York, San Francisco and Washington, DC. The Company is a fully integrated real estate company, organized as a real estate investment trust (REIT), that develops, manages, operates, acquires and owns a diverse portfolio of primarily Class A office space. The Company’s portfolio totals 51.2 million square feet and 196 properties, including seven properties under construction/redevelopment. For more information about Boston Properties, please visit our website at www.bxp.com or follow us on LinkedIn or Instagram.

This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements by our use of the words “believes,” “budgeted,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects” and similar expressions that do not relate to historical matters. These statements are based on our current expectations of future events. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond Boston Properties’ control. If our underlying assumptions prove inaccurate, or known or unknown risks or uncertainties materialize, actual results could differ materially from those expressed or implied by the forward-looking statement. These factors include, without limitation, uncertainties and risks 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

–more–


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/or measures result in increasing unemployment that impacts the ability of our residential tenants to generate sufficient income to pay, or makes them unwilling to pay, rent in full or at all in a timely manner; the health, continued service and 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, that have suffered significant adverse effects from COVID-19. In addition to the risks specific to COVID-19, other factors include, without limitation, the Company’s ability to enter into new leases or renew leases on favorable terms, dependence on tenants’ financial condition, the uncertainties of real estate development, acquisition and disposition activity, the ability to effectively integrate acquisitions, the uncertainties of investing in new markets, the costs and availability of financing, the effectiveness of our interest rate hedging contracts, the ability of our joint venture partners to satisfy their obligations, the effects of local, national and international economic and market conditions, the effects of acquisitions, dispositions and possible impairment charges on our operating results, the impact of newly adopted accounting principles on the Company’s accounting policies and on period-to-period comparisons of financial results, regulatory changes and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. Boston Properties does not undertake a duty to update or revise any forward-looking statement whether as a result of new information, future events or otherwise, except as may be required by law.


Financial tables follow.

–more–


BOSTON PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

September 30, 2020December 31, 2019
(in thousands, except for share and par value amounts)
ASSETS
Real estate, at cost$21,554,453 $21,458,412 
Construction in progress769,846 789,736 
Land held for future development446,392 254,828 
Right of use assets - finance leases237,382 237,394 
Right of use assets - operating leases146,973 148,640 
Less: accumulated depreciation(5,413,709)(5,266,798)
Total real estate17,741,337 17,622,212 
Cash and cash equivalents1,714,783 644,950 
Cash held in escrows50,006 46,936 
Investments in securities34,934 36,747 
Tenant and other receivables, net76,330 112,807 
Related party note receivable, net77,592 80,000 
Note receivables, net25,304 15,920 
Accrued rental income, net1,111,078 1,038,788 
Deferred charges, net644,036 689,213 
Prepaid expenses and other assets106,524 41,685 
Investments in unconsolidated joint ventures1,377,291 955,647 
Total assets$22,959,215 $21,284,905 
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net$2,912,494 $2,922,408 
Unsecured senior notes, net9,636,397 8,390,459 
Unsecured line of credit— — 
Unsecured term loan, net499,270 498,939 
Lease liabilities - finance leases233,288 224,042 
Lease liabilities - operating leases201,337 200,180 
Accounts payable and accrued expenses345,959 377,553 
Dividends and distributions payable171,070 170,713 
Accrued interest payable88,826 90,016 
Other liabilities369,932 387,994 
Total liabilities14,458,573 13,262,304 
Commitments and contingencies— — 
Redeemable deferred stock units5,604 8,365 
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, 2020 and December 31, 2019
200,000 200,000 







BOSTON PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

September 30, 2020December 31, 2019
(in thousands, except for share and par value amounts)
Common stock, $0.01 par value, 250,000,000 shares authorized, 155,715,200 and 154,869,198 issued and 155,636,300 and 154,790,298 outstanding at September 30, 2020 and December 31, 2019, respectively
1,556 1,548 
Additional paid-in capital6,348,076 6,294,719 
Dividends in excess of earnings(364,720)(760,523)
Treasury common stock at cost, 78,900 shares at September 30, 2020 and December 31, 2019
(2,722)(2,722)
Accumulated other comprehensive loss(52,622)(48,335)
Total stockholders’ equity attributable to Boston Properties, Inc.6,129,568 5,684,687 
Noncontrolling interests:
Common units of the Operating Partnership634,796 600,860 
Property partnerships1,730,674 1,728,689 
Total equity8,495,038 8,014,236 
Total liabilities and equity$22,959,215 $21,284,905 








BOSTON PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended September 30,Nine months ended September 30,
 2020201920202019
 (in thousands, except for per share amounts)
Revenue
Lease$666,674 $692,225 $2,006,904 $2,051,665 
Parking and other16,327 25,582 54,777 76,807 
Hotel revenue90 13,014 7,014 36,796 
Development and management services7,281 10,303 23,285 29,566 
Direct reimbursements of payroll and related costs from management services contracts
2,896 2,429 8,617 8,227 
Total revenue693,268 743,553 2,100,597 2,203,061 
Expenses
Operating
Rental258,261 265,603 761,014 781,091 
Hotel3,164 8,743 11,958 25,686 
General and administrative27,862 31,147 102,059 107,980 
Payroll and related costs from management services contracts2,896 2,429 8,617 8,227 
Transaction costs307 538 1,254 1,415 
Depreciation and amortization166,456 165,862 515,738 507,867 
Total expenses458,946 474,322 1,400,640 1,432,266 
Other income (expense)
(Loss) income from unconsolidated joint ventures(6,873)(649)(5,410)47,528 
(Losses) gains on sales of real estate(209)(15)613,723 766 
Interest and other income (loss)(45)7,178 4,277 14,546 
Gains from investments in securities1,858 106 965 4,240 
Loss from early extinguishment of debt— (28,010)— (28,010)
Impairment loss— — — (24,038)
Interest expense(110,993)(106,471)(319,726)(309,837)
Net income118,060 141,370 993,786 475,990 
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships(15,561)(18,470)(34,280)(54,782)
Noncontrolling interest—common units of the Operating Partnership
(10,020)(12,504)(97,090)(43,133)
Net income attributable to Boston Properties, Inc.92,479 110,396 862,416 378,075 
Preferred dividends(2,625)(2,625)(7,875)(7,875)
Net income attributable to Boston Properties, Inc. common shareholders
$89,854 $107,771 $854,541 $370,200 
Basic earnings per common share attributable to Boston Properties, Inc. common shareholders:
Net income$0.58 $0.70 $5.49 $2.40 
Weighted average number of common shares outstanding155,645 154,577 155,349 154,553 
Diluted earnings per common share attributable to Boston Properties, Inc. common shareholders:
Net income$0.58 $0.70 $5.49 $2.39 
Weighted average number of common and common equivalent shares outstanding
155,670 154,820 155,447 154,847 








BOSTON PROPERTIES, INC.
FUNDS FROM OPERATIONS (1)
(Unaudited)
Three months ended September 30,Nine months ended September 30,
2020201920202019
(in thousands, except for per share amounts)
Net income attributable to Boston Properties, Inc. common shareholders
$89,854 $107,771 $854,541 $370,200 
Add:
Preferred dividends
2,625 2,625 7,875 7,875 
Noncontrolling interest - common units of the Operating Partnership
10,020 12,504 97,090 43,133 
Noncontrolling interests in property partnerships
15,561 18,470 34,280 54,782 
Net income118,060 141,370 993,786 475,990 
Add:
Depreciation and amortization expense
166,456 165,862 515,738 507,867 
Noncontrolling interests in property partnerships’ share of depreciation and amortization
(15,833)(17,402)(55,940)(53,273)
Company’s share of depreciation and amortization from unconsolidated joint ventures
20,413 13,745 59,757 43,993 
Corporate-related depreciation and amortization
(444)(411)(1,399)(1,218)
Impairment loss
— — — 24,038 
Less:
Gains on sales of real estate included within (loss) income from unconsolidated joint ventures— (487)5,946 47,270 
(Losses) gains on sales of real estate(209)(15)613,723 766 
Noncontrolling interests in property partnerships
15,561 18,470 34,280 54,782 
Preferred dividends
2,625 2,625 7,875 7,875 
Funds from operations (FFO) attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.)
270,675 282,571 850,118 886,704 
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations
26,697 28,940 85,095 90,792 
Funds from operations attributable to Boston Properties, Inc. common shareholders
$243,978 $253,631 $765,023 $795,912 
Boston Properties, Inc.’s percentage share of funds from operations - basic
90.14 %89.76 %89.99 %89.76 %
Weighted average shares outstanding - basic155,645 154,577 155,349 154,553 
FFO per share basic
$1.57 $1.64 $4.92 $5.15 
Weighted average shares outstanding - diluted155,670 154,820 155,447 154,847 
FFO per share diluted
$1.57 $1.64 $4.92 $5.14 








(1)Pursuant to the revised definition of Funds from Operations adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”), we calculate Funds from Operations, or “FFO,” by adjusting net income (loss) attributable to Boston Properties, Inc. common shareholders (computed in accordance with GAAP) for gains (or losses) from sales of properties, impairment losses on depreciable real estate consolidated on our balance sheet, impairment losses on our investments in unconsolidated joint ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated joint ventures and real estate-related depreciation and amortization. FFO is a non-GAAP financial measure, but we believe the presentation of FFO, combined with the presentation of required GAAP financial measures, has improved the understanding of operating results of REITs among the investing public and has helped make comparisons of REIT operating results more meaningful. Management generally considers FFO and FFO per share to be useful measures for understanding and comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO and FFO per share can help investors compare the operating performance of a companys real estate across reporting periods and to the operating performance of other companies.
Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current Nareit definition or that interpret the current Nareit definition differently.
In order to facilitate a clear understanding of the Company’s operating results, FFO should be examined in conjunction with net income attributable to Boston Properties, Inc. common shareholders as presented in the Company’s consolidated financial statements. FFO should not be considered as a substitute for net income attributable to Boston Properties, Inc. common shareholders (determined in accordance with GAAP) or any other GAAP financial measures and should only be considered together with and as a supplement to the Company’s financial information prepared in accordance with GAAP.










BOSTON PROPERTIES, INC.
PORTFOLIO LEASING PERCENTAGES
% Leased by Location
September 30, 2020December 31, 2019
Boston94.6 %95.9 %
Los Angeles96.7 %96.7 %
New York90.5 %92.9 %
San Francisco91.6 %93.7 %
Washington, DC84.3 %87.6 %
Total Portfolio91.1 %93.0 %








AT THE COMPANY            
Michael LaBelle            
Executive Vice President,
Chief Financial Officer and Treasurer            
(617) 236-3352    

Sara Buda
Vice President, Investor Relations
(617) 236-3429
sbuda@bxp.com        



# # #
Document


                                                    Exhibit 99.1




https://cdn.kscope.io/9e984e343c45ab6e53653b7af06205ed-image1a.jpg

https://cdn.kscope.io/9e984e343c45ab6e53653b7af06205ed-image122.jpg
Supplemental Operating and Financial Data
for the Quarter Ended September 30, 2020



THE COMPANY
Boston Properties, Inc. (NYSE: BXP) (“Boston Properties,” “BXP” or the “Company”) is the largest publicly-traded developer, owner and manager of Class A office properties in the United States, concentrated in five markets -  Boston, Los Angeles, New York, San Francisco and Washington, DC. The Company is a fully integrated real estate company, organized as a real estate investment trust (REIT), that develops, manages, operates, acquires and owns a diverse portfolio of primarily Class A office space. The Company’s complete portfolio totals 51.2 million square feet and 196 properties, including seven properties under construction/redevelopment, and consists of 177 office properties, 12 retail properties, six residential properties and one hotel. Boston Properties is well-known for its in-house building management expertise and responsiveness to tenants’ needs. The Company holds a superior track record of developing premium Central Business District (CBD) office buildings, successful mixed-use complexes, suburban office centers and build-to-suit projects for a diverse array of creditworthy tenants. Boston Properties actively works to promote its growth and operations in a sustainable and responsible manner.  The Company has earned eight consecutive Global Real Estate Sustainability Benchmark (GRESB) Green Stars and the highest GRESB 5-star Rating. Boston Properties, an S&P 500 Company, was founded in 1970 by Mortimer B. Zuckerman and Edward H. Linde and became a public company in 1997.


FORWARD-LOOKING STATEMENTS
This Supplemental package contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements by our use of the words “believes,” “budgeted,” “estimates,” “expects,” “guidance,” “intends,” “may,” “might,” “plans,” “projects,” “should,” “will” and similar expressions that do not relate to historical matters. These statements are based on our current expectations of future events. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond Boston Properties’ control. If our underlying assumptions prove inaccurate, or known or unknown risks or uncertainties materialize, actual results could differ materially from those expressed or implied by the forward-looking statement. These factors include, without limitation, uncertainties and risks 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 and 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/or measures continue to result in increasing unemployment that impact the ability of our residential tenants to generate sufficient income to pay, or make them unwilling to pay, rent in full or at all in a timely manner; the health, continued service and availability of our personnel, including our key personnel and property management teams; the effectiveness or lack of effectiveness of government relief in providing assistance to individuals and large and small businesses, including our tenants, that have suffered significant adverse effects from COVID-19; and the extent of construction delays on our development/redevelopment projects due to work-stoppage orders or disruptions in the supply of materials which could result in our failure to meet the development milestones set forth in any applicable lease agreement, delay the commencement or completion of construction and our anticipated lease-up plans for a development/redevelopment project or our overall development pipeline that may cause returns on investment to be less than projected, and/or increase the costs of construction of new or existing projects. In addition to the risks specific to COVID-19, other factors include, without limitation, the ability to enter into new leases or renew leases on favorable terms, dependence on tenants’ financial condition, the uncertainties of real estate development, acquisition and disposition activity, the ability to effectively integrate acquisitions, the uncertainties of investing in new markets, the costs and availability of financing, the effectiveness of our interest rate hedging contracts, the ability of our joint venture partners to satisfy their obligations, the effects of local, national and international economic and market conditions, the effects of acquisitions, dispositions and possible impairment charges on our operating results, the impact of newly adopted accounting principles on the Company’s accounting policies and on period-to-period comparisons of financial results, regulatory changes and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of issuance of this report and are not guarantees of future results, performance or achievements. Boston Properties does not undertake a duty to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.


NON-GAAP FINANCIAL MEASURES
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 package. Definitions of these non-GAAP financial measures and statements of the reasons why management believes the non-GAAP measures provide useful information to investors about the Company’s financial condition and results of operations, and, if applicable, the other purposes for which management uses the measures, can be found in the Definitions section of this Supplemental starting on page 55.

The Company also presents “BXP’s Share” of certain of these measures, which are non-GAAP financial measures that are calculated as the consolidated amount calculated in accordance with GAAP, plus the Company’s share of the amount from the Company’s unconsolidated joint ventures (calculated based upon the Company’s percentage ownership interest and, in some cases, after priority allocations), minus the Company’s partners’ share of the amount from the Company’s consolidated joint ventures (calculated based upon the partners’ percentage ownership interests and, in some cases, after income allocation to private REIT shareholders and their share of fees due to the Company).  Management believes that presenting “BXP’s Share” of these measures provides useful information to investors regarding the Company’s financial condition and/or results of operations because the Company has several significant joint ventures and in some cases, the Company exercises significant influence over, but does not control, the joint venture, in which case GAAP requires that the Company account for the joint venture entity using the equity method of accounting and the Company does not consolidate it for financial reporting purposes. In other cases, GAAP requires that the Company consolidate the venture even though the Company’s partner(s) owns a significant percentage interest. As a result, management believes that presenting BXP Share of various financial measures in this manner can help investors better understand the Company’s financial condition and/or results of operations after taking into account its true economic interest in these joint ventures.  The Company cautions investors that the ownership percentages used in calculating “BXP’s Share” of these measures 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 routine and major decisions), distributions, transferability of interests, financings and guarantees, liquidations and other matters. As a result, presentations of “BXP’s Share” of a financial measure should not be considered a substitute for, and should only be considered together with and as a supplement to, the Company’s financial information presented in accordance with GAAP. Unless noted otherwise, reconciliations of “BXP’s Share” of these financial measures can be found in the Reconciliations section of this Supplemental package starting on page 59.




GENERAL INFORMATION
Corporate HeadquartersTrading SymbolInvestor RelationsInquiries
800 Boylston StreetBXPBoston Properties, Inc.Inquiries should be directed to
Suite 1900800 Boylston Street, Suite 1900Sara Buda
Boston, MA 02199Stock Exchange ListingBoston, MA 02199Vice President, Investor Relations
www.bxp.comNew York Stock Exchangeinvestors.bxp.comat 617.236.3429 or
(t) 617.236.3300investorrelations@bxp.comsbuda@bxp.com
(f) 617.236.3311(t) 617.236.3429
Michael E. LaBelle
Executive Vice President, Chief Financial Officer
at 617.236.3352 or
mlabelle@bxp.com
(Cover photo: Rendering of Hub50House, Boston, MA which was placed in-service in Q3 2020.)




 https://cdn.kscope.io/9e984e343c45ab6e53653b7af06205ed-image122.jpg
Q3 2020
Table of contents
Page
OVERVIEW
Company Profile
FINANCIAL INFORMATION
COVID-19 Impact
Financial Highlights
Consolidated Balance Sheets
Consolidated Income Statements
Funds From Operations (FFO)
Funds Available for Distribution (FAD)
Net Operating Income (NOI)
Same Property Net Operating Income (NOI) by Reportable Segment
Capital Expenditures, Tenant Improvement Costs and Leasing Commissions
Acquisitions and Dispositions
DEVELOPMENT ACTIVITY
Construction in Progress
Land Parcels and Purchase Options
LEASING ACTIVITY
Leasing Activity
PROPERTY STATISTICS
Portfolio Overview
Residential and Hotel Performance
In-Service Property Listing
Top 20 Tenants Listing and Portfolio Tenant Diversification
Occupancy by Location
DEBT AND CAPITALIZATION
Capital Structure
Debt Analysis
Senior Unsecured Debt Covenant Compliance Ratios
Net Debt to EBITDAre
Debt Ratios
JOINT VENTURES
Consolidated Joint Ventures
Unconsolidated Joint Ventures
LEASE EXPIRATION ROLL-OUT
Total In-Service Properties
Boston
Los Angeles
New York
San Francisco
Washington, DC
CBD
Suburban
RESEARCH COVERAGE, DEFINITIONS AND RECONCILIATIONS
Research Coverage
Definitions
Reconciliations
Consolidated Income Statement - Prior Year
Funds From Operations (FFO) - Prior Year
Funds Available for Distribution (FAD) - Prior Year






 https://cdn.kscope.io/9e984e343c45ab6e53653b7af06205ed-image122.jpg
Q3 2020
Company profile


SNAPSHOT
(as of September 30, 2020)
Fiscal Year-EndDecember 31
Total Properties (includes unconsolidated joint ventures)196
Total Square Feet (includes unconsolidated joint ventures)51.2 million
Common shares outstanding, plus common units and LTIP units (other than unearned Multi-Year Long-Term Incentive Program (MYLTIP) Units) on an as-converted basis 1
173.1 million
Closing Price, at the end of the quarter$80.30 per share
Dividend - Quarter/Annualized $0.98/$3.92 per share
Dividend Yield4.9%
Consolidated Market Capitalization 1
$27.1 billion
BXP’s Share of Market Capitalization 1, 2
$27.1 billion
Senior Debt RatingsBBB+ (S&P); Baa1 (Moody’s)
STRATEGY
Boston Properties’ primary business objective is to maximize return on investment in an effort to provide its investors with the greatest possible total return in all points of the economic cycle. To achieve this objective, the key tenets of our business strategy are to:
maintain a keen focus on select markets that exhibit the strongest economic growth and investment characteristics over time - currently Boston, Los Angeles, New York, San Francisco and Washington, DC;
invest in the highest quality buildings (primarily office) with unique amenities and desirable locations that are able to maintain high occupancy rates and achieve premium rental rates through economic cycles;
maintain scale and a full-service real estate capability (leasing, development, construction and property management) in our markets to ensure we (1) see all relevant investment deal flow, (2) maintain an ability to execute on all types of real estate opportunities, such as acquisitions, dispositions, repositioning and development, throughout the real estate investment cycle, (3) provide superior service to our tenants and (4) develop and manage our assets in the most sustainable manner possible;
be astute in market timing for investment decisions by acquiring properties in times of opportunity, developing new properties in times of growth and selling assets at attractive prices, resulting in continuous portfolio refreshment;
ensure a strong balance sheet to maintain consistent access to capital and the resultant ability to make new investments at opportune points in time; and
foster a culture and reputation of integrity, excellence and purposefulness, making us the employer of choice for talented real estate professionals, the landlord and developer of choice for our customers, as well as the counterparty of choice for real estate industry participants.
MANAGEMENT
Board of DirectorsManagement
Joel I. KleinChairman of the BoardOwen D. ThomasChief Executive Officer
Owen D. ThomasChief Executive OfficerDouglas T. LindePresident
Douglas T. LindePresidentRaymond A. RitcheySenior Executive Vice President
Kelly A. AyotteChair of the Compensation CommitteeMichael E. LaBelleExecutive Vice President, Chief Financial Officer and Treasurer
Bruce W. Duncan
Karen E. DykstraPeter D. JohnstonExecutive Vice President, Washington, DC Region
Carol B. EinigerBryan J. KoopExecutive Vice President, Boston Region
Diane J. HoskinsRobert E. PesterExecutive Vice President, San Francisco Region
Matthew J. LustigChair of Nominating & Corporate Governance CommitteeJohn F. PowersExecutive Vice President, New York Region
Frank D. BurtSenior Vice President and Chief Legal Officer
David A. TwardockChair of Audit CommitteeDonna D. GarescheSenior Vice President and Chief Human Resources Officer
William H. Walton, III
Michael R. WalshSenior Vice President and Chief Accounting Officer
James J. Whalen
Senior Vice President and Chief Information & Technology Officer


____________________
1For additional detail, see page 28.
2For the Company’s definitions and related disclosures, see the Definitions and Reconciliations sections of this Supplemental package starting on page 55.

1


 https://cdn.kscope.io/9e984e343c45ab6e53653b7af06205ed-image122.jpg
Q3 2020
COVID-19 Impact

Commencing in March 2020, the COVID-19 pandemic began to negatively impact the United States economy and the Company, and it continues to do so. Set forth below are the details related to the effects of the COVID-19 pandemic to the Company’s operations for the three months ended September 30, 2020.
(unaudited and dollars in thousands)
For the third quarter of 2020, Revenue was $693,268 and Net income attributable to Boston Properties, Inc. common shareholders was $89,854. For the third quarter of 2019, Revenue was $743,553 and Net income attributable to Boston Properties, Inc. common shareholders was $107,771.

BXP’s Share of Revenue1 for the third quarter of 2020 was $664,711, marking a decrease of $39,460 from $704,171 for Q3 2019. Included in BXP’s Share for Q3 2020 is an aggregate of $33,223 of primarily COVID-19 related decreases consisting of:
$5,931 of write-offs associated with accrued rent (all of which was included within straight-line rent)2,
$3,790 of write-offs associated with accounts receivable2,,
$10,578 decrease in parking and other revenue2,, and
$12,924 decrease due to the closure of our only hotel (which re-opened on October 2, 2020).

Funds from Operations (“FFO”) attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.) (Basic FFO)1, 3 for Q3 2020 was $270,675, marking a decrease of $11,896 from $282,571 for Q3 2019. Included in Q3 2020 is an aggregate of $27,644 of BXP’s Share of primarily COVID-19 related decreases consisting of:
$5,931 of write-offs associated with accrued rent (all of which was included within straight-line rent)2,,
$3,790 of write-offs associated with accounts receivable2,,
$10,578 decrease in parking and other revenue2,, and
$7,345 decrease in NOI due to the closure of our only hotel (which re-opened on October 2, 2020.)

BXP’s Share of Same Property NOI (excluding termination income)1, 4 was $377,504, marking a decrease of $37,030 from Q3 2019. Included in Q3 2020 is an aggregate of $27,472 of BXP’s Share of primarily COVID-19 related decreases consisting of:
$5,931 of write-offs associated with accrued rent (all of which was included within straight-line rent)2,,
$3,790 of write-offs associated with accounts receivable2,,
$10,406 decrease in parking and other revenue2,, and
$7,345 decrease in NOI due to the closure of our only hotel (which re-opened on October 2, 2020).

BXP’s Share of Same Property NOI (excluding termination income) - cash1, 4 was $343,757, marking a decrease of $48,916 from Q3 2019. Included in Q3 2020 is an aggregate of $38,369 of BXP’s Share of primarily COVID-19 related decreases consisting of:
$16,828 decrease in lease revenue related to COVID-19 cash rent abatements and deferrals2,
$3,790 of write-offs associated with accounts receivable2,,
$10,406 decrease in parking and other revenue2,, and
$7,345 decrease in NOI due to the closure of our only hotel (which re-opened on October 2, 2020).

Funds Available for Distribution (“FAD”)1, 5 was $153,481 for Q3 2020, a decrease of $38,439 from $191,920 for Q3 2019. The distributions to common shareholders and unitholders (excluding any special distributions) were $169,701 for Q3 2020. Included in Q3 2020 is an aggregate of $39,927 of BXP’s Share of primarily COVID-19 related decreases consisting of:
$18,214 decrease in lease revenue related to COVID-19 cash rent abatements and deferrals2,
$3,790 of write-offs associated with accounts receivable2,,
$10,578 decrease in parking and other revenue2,, and
$7,345 decrease in NOI due to the closure of our only hotel (which re-opened on October 2, 2020).
_____________
1See the Definitions and Reconciliations sections of this Supplemental package starting on page 55.
2For additional information, see page 59.
3For quantitative reconciliations of FFO for the three months ended September 30, 2020 and September 30, 2019, see pages 6 and 66, respectively.
4For a quantitative reconciliation for the three months ended September 30, 2020, see page 11.
5For quantitative reconciliations of FAD for the three months ended September 30, 2020 and September 30, 2019, see pages 7 and 67, respectively.
2


 https://cdn.kscope.io/9e984e343c45ab6e53653b7af06205ed-image122.jpg
Q3 2020
Financial highlights

(unaudited and in thousands, except ratios and per share amounts)
Three Months Ended
30-Sep-2030-Jun-20
Net income attributable to Boston Properties, Inc. common shareholders$89,854 $266,525 
Net income attributable to Boston Properties, Inc. per share - diluted$0.58 $1.71 
FFO attributable to Boston Properties, Inc. common shareholders 1
$243,978 $236,908 
Diluted FFO per share 1
$1.57 $1.52 
Dividends per common share$0.98 $0.98 
Funds available for distribution to common shareholders and common unitholders (FAD) 2
$153,481 $153,660 
Selected items:
Revenue$693,268 $654,773 
Recoveries from tenants$105,682 $98,393 
Service income from tenants$967 $1,115 
BXP’s Share of revenue 3
$664,711 $638,485 
BXP’s Share of straight-line rent 3
$40,478 $22,747 
BXP’s Share of write-offs associated with accrued rent (all of which was included within straight-line rent) 3
$(5,931)$(26,325)
BXP’s Share of write-offs associated with accounts receivable (all of which was included within lease revenue) 3
$(3,790)$(14,707)
BXP’s Share of fair value lease revenue 3, 4
$979 $2,548 
BXP’s Share of termination income 3
$2,850 $2,988 
Ground rent expense$3,455 $3,468 
Capitalized interest$13,463 $13,717 
Capitalized wages$3,409 $3,401 
(Loss) income from unconsolidated joint ventures$(6,873)$1,832 
BXP’s share of FFO from unconsolidated joint ventures 5
$13,540 $16,898 
Net income (loss) attributable to noncontrolling interests in property partnerships$15,561 $(767)
FFO attributable to noncontrolling interests in property partnerships 6
$31,394 $21,713 
Balance Sheet items:
Above-market rents (included within Prepaid Expenses and Other Assets)$5,640 $6,927 
Below-market rents (included within Other Liabilities)$29,272 $31,277 
Accrued rental income liability (included within Other Liabilities)$125,442 $125,887 
Ratios:
Interest Coverage Ratio (excluding capitalized interest) 7
3.34 3.53 
Interest Coverage Ratio (including capitalized interest) 7
2.97 3.11 
Fixed Charge Coverage Ratio 7
2.47 2.68 
BXP’s Share of Net Debt to BXP’s Share of EBITDAre 8
7.32 7.38 
Change in BXP’s Share of Same Store Net Operating Income (NOI) (excluding termination income) 9
(8.9)%(10.8)%
Change in BXP’s Share of Same Store NOI (excluding termination income) - cash 9
(12.5)%(10.1)%
FAD Payout Ratio 2
110.57 %110.44 %
Operating Margins [(rental revenue - rental expense)/rental revenue] 62.2 %62.8 %
Occupancy of In-Service Properties91.1 %92.0 %
Capitalization:
Consolidated Debt$13,048,161 $13,048,579 
BXP’s Share of Debt 10
$12,966,235 $12,918,703 
Consolidated Market Capitalization$27,147,609 $28,892,634 
Consolidated Debt/Consolidated Market Capitalization48.06 %45.16 %
BXP’s Share of Market Capitalization 10
$27,065,683 $28,762,758 
BXP’s Share of Debt/BXP’s Share of Market Capitalization 10
47.91 %44.91 %
_____________
1For a quantitative reconciliation of FFO attributable to Boston Properties, Inc. common shareholders and Diluted FFO per share, see page 6.
2For a quantitative reconciliation of FAD, see page 7. FAD Payout Ratio equals distributions to common shareholders and unitholders (excluding any special distributions) divided by FAD.
3See the Definitions and Reconciliations sections of this Supplemental package starting on page 55.
4Represents the net adjustment for above- and below-market leases that are amortized over the terms of the respective leases in place at the property acquisition dates.
5For a quantitative reconciliation for the three months ended September 30, 2020, see page 37.
6For a quantitative reconciliation for the three months ended September 30, 2020, see page 34.
7For a quantitative reconciliation for the three months ended September 30, 2020 and June 30, 2020, see page 32.
8For a quantitative reconciliation for the three months ended September 30, 2020 and June 30, 2020, see page 31.
9For a quantitative reconciliation for the three months ended September 30, 2020, see page 11.
10For a quantitative reconciliation for September 30, 2020, see page 28.
3


 https://cdn.kscope.io/9e984e343c45ab6e53653b7af06205ed-image122.jpg
Q3 2020
Consolidated Balance Sheets

(unaudited and in thousands)
30-Sep-2030-Jun-20
ASSETS
Real estate 21,554,453 $21,267,915 
Construction in progress 769,846 893,935 
Land held for future development 446,392 414,053 
Right of use assets - finance leases 237,382 237,394 
Right of use assets - operating leases146,973 147,512 
Less accumulated depreciation(5,413,709)(5,292,389)
Total real estate17,741,337 17,668,420 
Cash and cash equivalents1,714,783 1,691,047 
Cash held in escrows50,006 300,608 
Investments in securities34,934 32,848 
Tenant and other receivables, net76,330 82,545 
Related party note receivable, net77,592 78,520 
Notes receivable, net25,304 25,480 
Accrued rental income, net1,111,078 1,069,004 
Deferred charges, net644,036 655,813 
Prepaid expenses and other assets106,524 56,768 
Investments in unconsolidated joint ventures1,377,291 1,339,724 
Total assets$22,959,215 $23,000,777 
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net$2,912,494 $2,915,852 
Unsecured senior notes, net9,636,397 9,633,577 
Unsecured line of credit— — 
Unsecured term loan, net499,270 499,150 
Lease liabilities- finance leases 233,288 230,146 
Lease liabilities - operating leases201,337 200,979 
Accounts payable and accrued expenses345,959 328,292 
Dividends and distributions payable171,070 171,077 
Accrued interest payable88,826 95,274 
Other liabilities 369,932 373,281 
Total liabilities14,458,573 14,447,628 
Commitments and contingencies— — 
Redeemable deferred stock units5,604 6,003 
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, 2020 and June 30, 2020
200,000 200,000 
Common stock, $0.01 par value, 250,000,000 shares authorized, 155,715,200 and 155,701,186 issued and 155,636,300 and 155,622,286 outstanding at September 30, 2020 and June 30, 2020, respectively
1,556 1,556 
Additional paid-in capital6,348,076 6,340,665 
Dividends in excess of earnings(364,720)(302,511)
Treasury common stock at cost, 78,900 shares at September 30, 2020 and June 30, 2020
(2,722)(2,722)
Accumulated other comprehensive loss(52,622)(54,921)
Total stockholders’ equity attributable to Boston Properties, Inc.6,129,568 6,182,067 
Noncontrolling interests:
Common units of the Operating Partnership634,796 640,491 
Property partnerships1,730,674 1,724,588 
Total equity8,495,038 8,547,146 
Total liabilities and equity$22,959,215 $23,000,777 
4


 https://cdn.kscope.io/9e984e343c45ab6e53653b7af06205ed-image122.jpg
Q3 2020
Consolidated Income Statements 1


(unaudited and in thousands, except per share amounts)
Three Months Ended
30-Sep-2030-Jun-20
Revenue
Lease$666,674 $630,119 
Parking and other16,327 13,946 
Hotel revenue90 99 
Development and management services 7,281 8,125 
Direct reimbursements of payroll and related costs from management services contracts2,896 2,484 
Total revenue693,268 654,773 
Expenses
Operating120,833 109,448 
Real estate taxes137,222 130,415 
Demolition costs206 (76)
Hotel operating3,164 1,973 
General and administrative 2
27,862 37,743 
Payroll and related costs from management services contracts2,896 2,484 
Transaction costs307 332 
Depreciation and amortization166,456 178,188 
Total expenses458,946 460,507 
Other income (expense)
(Loss) income from unconsolidated joint ventures(6,873)1,832 
(Losses) gains on sales of real estate(209)203,767 
Gains from investments in securities 2
1,858 4,552 
Interest and other income (loss)(45)1,305 
Interest expense(110,993)(107,142)
Net income118,060 298,580 
Net income (loss) attributable to noncontrolling interests
Noncontrolling interest in property partnerships(15,561)767 
Noncontrolling interest - common units of the Operating Partnership 3
(10,020)(30,197)
Net income attributable to Boston Properties, Inc.92,479 269,150 
Preferred dividends(2,625)(2,625)
Net income attributable to Boston Properties, Inc. common shareholders$89,854 $266,525 
INCOME PER SHARE OF COMMON STOCK (EPS)
Net income attributable to Boston Properties, Inc. per share - basic$0.58 $1.71 
Net income attributable to Boston Properties, Inc. per share - diluted$0.58 $1.71 















_____________
1Commencing in March 2020, the COVID-19 pandemic began to negatively impact the United States economy and the Company, and it continues to do so. For additional detail, see page 59.
2General and administrative expense includes $1.9 million and $4.6 million and Gains from investments in securities include $1.9 million and $4.6 million for the three months ended September 30, 2020 and June 30, 2020, respectively, related to the Company’s deferred compensation plan.
3For additional detail, see page 6.
5


 https://cdn.kscope.io/9e984e343c45ab6e53653b7af06205ed-image122.jpg
Q3 2020
Funds from operations (FFO) 1


(unaudited and dollars in thousands, except per share amounts)
Three Months Ended
30-Sep-2030-Jun-20
Net income attributable to Boston Properties, Inc. common shareholders$89,854 $266,525 
Add:
Preferred dividends2,625 2,625 
Noncontrolling interest - common units of the Operating Partnership10,020 30,197 
Noncontrolling interests in property partnerships15,561 (767)
Net income118,060 298,580 
Add:
Depreciation and amortization expense166,456 178,188 
Noncontrolling interests in property partnerships' share of depreciation and amortization 2
(15,833)(22,480)
BXP's share of depreciation and amortization from unconsolidated joint ventures 3
20,413 21,012 
Corporate-related depreciation and amortization(444)(486)
Less:
Gain on sale of real estate included within (loss) income from unconsolidated joint ventures— 5,946 
(Losses) gains on sales of real estate(209)203,767 
Noncontrolling interests in property partnerships15,561 (767)
Preferred dividends2,625 2,625 
FFO attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.) (Basic FFO) 4
270,675 263,243 
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of FFO26,697 26,335 
FFO attributable to Boston Properties, Inc. common shareholders$243,978 $236,908 
Boston Properties, Inc.’s percentage share of Basic FFO 90.14 %90.00 %
Noncontrolling interest’s - common unitholders percentage share of Basic FFO9.86 %10.00 %
Basic FFO per share$1.57 $1.52 
Weighted average shares outstanding - basic155,645 155,386 
Diluted FFO per share$1.57 $1.52 
Weighted average shares outstanding - diluted155,670 155,407 

RECONCILIATION TO DILUTED FFO
Three Months Ended
30-Sep-2030-Jun-20
Basic FFO$270,675 $263,243 
Add:
Effect of dilutive securities - stock-based compensation— — 
Diluted FFO270,675 263,243 
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of diluted FFO26,693 26,331 
Boston Properties, Inc.’s share of Diluted FFO$243,982 $236,912 

RECONCILIATION OF SHARES/UNITS FOR DILUTED FFO
Three Months Ended
30-Sep-2030-Jun-20
Shares/units for Basic FFO172,677 172,659 
Add:
Effect of dilutive securities - stock-based compensation (shares/units)25 21 
Shares/units for Diluted FFO172,702 172,680 
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of Diluted FFO (shares/units)17,032 17,273 
Boston Properties, Inc.’s share of shares/units for Diluted FFO155,670 155,407 
Boston Properties, Inc.’s percentage share of Diluted FFO90.14 %90.00 %
_____________
1See the Definitions and Reconciliations sections of this Supplemental package starting on page 55.
2For a quantitative reconciliation for the three months ended September 30, 2020, see page 34.
3For a quantitative reconciliation for the three months ended September 30, 2020, see page 37.
4Basic FFO for Q3 2020 decreased by $11,896 from $282,571 for Q3 2019. For a reconciliation of Basic FFO to Net income attributable to Boston Properties, Inc. common shareholders for Q3 2019, see page 66. Included in the Q3 2020 amounts are BXP’s Share of: $5,931 of write-offs associated with accrued rent (all of which was included within straight-line rent), $3,790 of write-offs associated with accounts receivable, a $10,578 decrease in parking and other revenue and a $7,345 decrease in NOI due to the closure of our only hotel. These items decreased Q3 2020 Basic FFO by $27,644. For additional information, see page 59.
6


 https://cdn.kscope.io/9e984e343c45ab6e53653b7af06205ed-image122.jpg
Q3 2020
Funds available for distributions (FAD) 1


(dollars in thousands)
Three Months Ended
30-Sep-2030-Jun-20
Net income attributable to Boston Properties, Inc. common shareholders$89,854 $266,525 
Add:
Preferred dividends2,625 2,625 
Noncontrolling interest - common units of the Operating Partnership10,020 30,197 
Noncontrolling interests in property partnerships15,561 (767)
Net income118,060 298,580 
Add:
Depreciation and amortization expense166,456 178,188 
Noncontrolling interests in property partnerships’ share of depreciation and amortization 2
(15,833)(22,480)
BXP’s share of depreciation and amortization from unconsolidated joint ventures 3
20,413 21,012 
Corporate-related depreciation and amortization(444)(486)
Less:
Gain on sale of real estate included within (loss) income from unconsolidated joint ventures— 5,946 
(Losses) gains on sales of real estate(209)203,767 
Noncontrolling interests in property partnerships15,561 (767)
Preferred dividends2,625 2,625 
Basic FFO270,675 263,243 
Add:
BXP’s Share of lease transaction costs that qualify as rent inducements 1, 4
2,965 1,309 
BXP’s Share of hedge amortization 1
1,446 1,446 
BXP’s Share of straight-line ground rent expense adjustment 1, 5
940 992 
Stock-based compensation8,253 10,374 
Non-real estate depreciation444 486 
Unearned portion of capitalized fees from consolidated joint ventures 6
660 411 
Less:
BXP’s Share of straight-line rent 1
40,478 22,747 
BXP’s Share of fair value lease revenue 1, 7
979 2,548 
BXP’s Share of non-cash termination income adjustment (fair value lease amounts) 1
828 — 
BXP’s Share of 2nd generation tenant improvements and leasing commissions 1
67,826 83,024 
BXP’s Share of maintenance capital expenditures 1, 8
21,722 16,246 
Hotel improvements, equipment upgrades and replacements69 36 
Funds available for distribution to common shareholders and common unitholders (FAD) 9 (A)
$153,481 $153,660 
Distributions to common shareholders and unitholders (excluding any special distributions) (B)
$169,701 $169,701 
FAD Payout Ratio1 (B÷A)
110.57 %110.44 %


_____________
1See the Definitions and Reconciliations sections of this Supplemental package starting on page 55.
2For a quantitative reconciliation for the three months ended September 30, 2020, see page 34.
3For a quantitative reconciliation for the three months ended September 30, 2020, see page 37.
4Consists of lease transaction costs that qualify as rent inducements in accordance with GAAP. Lease transaction costs are generally included in 2nd generation tenant improvements and leasing commissions in the period the lease commences.
5Includes the straight-line impact of the Company’s 99-year ground and air rights lease related to the Company’s 100 Clarendon Street garage and Back Bay Transit Station. The Company has allocated contractual ground lease payments aggregating approximately $34.4 million, which it expects to incur by the end of 2023 with no payments thereafter. The Company is recognizing this expense on a straight-line basis over the 99-year term of the ground and air rights lease, see page 3.
6See page 61 for additional information.
7Represents the net adjustment for above- and below-market leases that are amortized over the terms of the respective leases in place at the property acquisition dates.
8Maintenance capital expenditures do not include planned capital expenditures related to acquisitions and repositioning capital expenditures.
9FAD for Q3 2020 decreased by $38,439 from $191,920 for Q3 2019. For a reconciliation of FAD to Net income attributable to Boston Properties, Inc. common shareholders for Q3 2019, see page 67. Included in the Q3 2020 amounts are BXP’s Share of: $3,790 of write-offs associated with accounts receivable, a $18,214 decrease in lease revenue related to COVID-19 cash rent abatements and deferrals, a $10,578 decrease in parking and other revenue and a $7,345 decrease in NOI due to the closure of our only hotel. These items decreased Q3 2020 FAD by $39,927. For additional information, see page 59.
7



 https://cdn.kscope.io/9e984e343c45ab6e53653b7af06205ed-image122.jpg
Q3 2020
Reconciliation of net income attributable to Boston Properties, Inc. common shareholders to BXP’s Share of same property net operating income (NOI)
(in thousands)
Three Months Ended
30-Sep-2030-Sep-19
Net income attributable to Boston Properties, Inc. common shareholders$89,854 $107,771 
Preferred dividends2,625 2,625 
Net income attributable to Boston Properties, Inc.92,479 110,396 
Net income attributable to noncontrolling interests:
Noncontrolling interest - common units of the Operating Partnership10,020 12,504 
Noncontrolling interest in property partnerships15,561 18,470 
Net income118,060 141,370 
Add:
Interest expense110,993 106,471 
Loss from early extinguishments of debt— 28,010 
Depreciation and amortization expense166,456 165,862 
Transaction costs307 538 
Payroll and related costs from management services contracts2,896 2,429 
General and administrative expense27,862 31,147 
Less:
Interest and other income (loss)(45)7,178 
Gains from investments in securities1,858 106 
Losses on sales of real estate(209)(15)
Loss from unconsolidated joint ventures(6,873)(649)
Direct reimbursements of payroll and related costs from management services contracts2,896 2,429 
Development and management services revenue 7,281 10,303 
Net Operating Income (NOI)421,666 456,475 
Add:
BXP’s share of NOI from unconsolidated joint ventures 1
24,938 23,065 
Less:
Partners’ share of NOI from consolidated joint ventures (after income allocation to private REIT shareholders) 2
42,160 46,249 
BXP’s Share of NOI 404,444 433,291 
Less:
Termination income3,406 1,960 
BXP’s share of termination income from unconsolidated joint ventures 1
— — 
Add:
Partners’ share of termination income from consolidated joint ventures 2
556 — 
BXP’s Share of NOI (excluding termination income) $401,594 $431,331 
Net Operating Income (NOI)$421,666 $456,475 
Less:
Termination income3,406 1,960 
NOI from non Same Properties (excluding termination income) 3
17,288 16,155 
Same Property NOI (excluding termination income)400,972 438,360 
Less:
Partners’ share of NOI from consolidated joint ventures (excluding termination income and after income allocation to private REIT shareholders) 2
41,604 46,249 
Add:
Partners’ share of NOI from non Same Properties from consolidated joint ventures (excluding termination income and after income allocation to private REIT shareholders) 3
(70)191 
BXP’s share of NOI from unconsolidated joint ventures (excluding termination income) 1
24,938 23,065 
Less:
BXP’s share of NOI from non Same Properties from unconsolidated joint ventures (excluding termination income) 3
6,732 833 
BXP’s Share of Same Property NOI (excluding termination income)$377,504 $414,534 
_____________
1For a quantitative reconciliation for the three months ended September 30, 2020, see page 64.
2For a quantitative reconciliation for the three months ended September 30, 2020, see pages 61-62.
3Pages 22-25 indicate by footnote the properties that are not included as part of Same Property NOI. In addition, Same Properties exclude properties that were sold prior to September 30, 2020 and therefore are no longer a part of the Company’s property portfolio.
8


 https://cdn.kscope.io/9e984e343c45ab6e53653b7af06205ed-image122.jpg
Q3 2020
Reconciliation of net income attributable to Boston Properties, Inc. common shareholders to BXP’s Share of same property net operating income (NOI) - cash

(in thousands)
Three Months Ended
30-Sep-2030-Sep-19
Net income attributable to Boston Properties, Inc. common shareholders$89,854 $107,771 
Preferred dividends2,625 2,625 
Net income attributable to Boston Properties, Inc.92,479 110,396 
Net income attributable to noncontrolling interests:
Noncontrolling interest - common units of the Operating Partnership10,020 12,504 
Noncontrolling interest in property partnerships15,561 18,470 
Net income118,060 141,370 
Add:
Interest expense110,993 106,471 
Loss from early extinguishments of debt— 28,010 
Depreciation and amortization expense166,456 165,862 
Transaction costs307 538 
Payroll and related costs from management services contracts2,896 2,429 
General and administrative expense27,862 31,147 
Less:
Interest and other income (loss)(45)7,178 
Gains from investments in securities1,858 106 
Losses on sales of real estate(209)(15)
Loss from unconsolidated joint ventures(6,873)(649)
Direct reimbursements of payroll and related costs from management services contracts2,896 2,429 
Development and management services revenue 7,281 10,303 
Net Operating Income (NOI)421,666 456,475 
Less:
Straight-line rent46,713