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MarketScreener Homepage  >  Equities  >  Nyse  >  Boston Properties, Inc.    BXP

BOSTON PROPERTIES, INC.

(BXP)
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Boston Properties : BXP ESG Investor Overview

09/30/2020 | 10:00am EST

BXP ESG Investor Overview:

September 30, 2020

Forward-Looking Statements

This presentation contains forward-looking statements within the meaning of the federal securities laws. Please refer to the Appendix

for information on how to identify these statements, as well as risks and uncertainties, including the impact of the COVID-19 pandemic and related governmental actions and changes in economic conditions that could cause the Company's actual results to differ

materially from those expressed or implied by the forward-looking statements. The Company does not intend, nor does it undertake a duty, to update any forward looking statements, except as may be required by law.

Use of Non-GAAP Financial Measures and Other Definitions

This presentation contains certain non-GAAP financial measures within the meaning of Regulation G and other terms that have particular definitions when used by the Company. The Company's definitions may differ from those used by other companies and,

therefore, may not be comparable. The definitions of these terms and, if applicable, the reasons for their use and reconciliations to the most directly comparable GAAP measures are included in the Appendix.

Except as otherwise expressly indicated, all data is as of June 30, 2020.

2

BXP Quick Facts

The largest publicly-traded developer, owner and manager of Class A office properties in the U.S.

195 Properties1

$2.5 Billion

$15.8B

S&P 500

Equity Market Cap

BXP's Share of Annualized

Company

51.2M

Revenue2

$28.9B

Consolidated

Top 4%

Square Feet Owned1

5.0M

Market Cap

$615M

Most sustainable real estate companies3

92.0%

Square Feet Currently under

1

Annualized Funds Available for

Development/Redevelopment

Leased

Distribution2

869%

(In-Service Properties)1,4

$1.5B

Total Return

8.2 Years

4.3%

Since 1997 IPO

BXP's Share of

2.0x S&P 500

Weighted-Average Lease Term4,5

Annualized EBITDAre2

1.6x REIT Index7

Dividend Yield6

  1. Includes 100% of consolidated and unconsolidated properties.
  2. See Appendix.
  • 3. Ranked 33rd out of 964 global companies in the 2019 Global Real Estate Sustainability Benchmark (GRESB) assessment
    4. Excludes residential and hotel properties.
  1. Calculation is based on BXP's Share of Annualized Rental Obligations. See Appendix.
  2. As of June 30, 2020
  3. FTSE Nareit All REITs Index.

BXP Markets:

Focus on Growing Gateway Regions - Average 10-year CAGR of 4.5%

1

BXP square feet2

7.8M

% of BXP's Share of NOI3

23%

Rent growth 10-year CAGR1

8.3%

SAN

FRANCISCO

23%

LOS

ANGELES

4%

BXP square feet2

2.3M

% of BXP's Share of NOI3

4%

Rent growth 10-year CAGR1

4.0%

BXP square feet2

10.9M

% of BXP's Share of NOI3

24%

Rent growth 10-year CAGR1

3.3%

NEW YORK

24%

RESTON

and North

VA 8%

BXP square feet2

15.5M

% of BXP's Share NOI3

34%

Rent growth 10-year CAGR1

5.2%

BOSTON

34%

WASH.

BXP square feet2

4.0M

DC

% of BXP's Share of NOI3

7%

7%

Rent growth 10-year CAGR1

1.7%

BXP square feet2

5.8M

% of BXP's Share of NOI3

8%

Rent growth 10-year CAGR1

2.1%

1.

  • 2.
    3.

Represents market square footage and market rent growth as defined and projected by Econometrics Advisors, ("CBRE EA"). Boston region includes the Total Boston Metro market as defined by CBRE EA; Los Angeles represents the West LA market as defined by CBRE EA and includes all submarkets indicated on slide 31; New York region represents New York Midtown and includes Total NYC Metro markets plus Trenton Submarket (Princeton), each as defined by CBRE EA; San Francisco includes Total San Francisco and San Jose Metro markets, each as defined by CBRE EA; Washington, DC includes all Washington, DC CBD submarkets as defined by CBRE EA and BXP active submarkets in Maryland (Bethesda/Chevy Chase and Rockville); and Reston and North Virginia submarket as defined by CBRE EA and represents BXP active submarkets only (Reston, Herndon, Springfield).

Includes 100% of consolidated and unconsolidated joint venture properties. Excludes termination income. See Appendix.

BXP Competitive Differentiation

Proven Model with Long-Term Advantages

QUALITY

  • Highest quality Class A office portfolio
  • Proven, trusted leadership team and regional management
  • Modern portfolio of new or recently refreshed assets
  • Market-leaderin ESG

AGILITY

  • Multi-marketstrategy to capture growth and minimize risk
  • A rich history of maximizing shareholder value across economic cycles
  • Modest leverage with substantial liquidity

DURABILITY

  • Portfolio of credit-strong corporate tenants across sectors
  • 8-year,weighted-average lease term1
  • Track record of mark/market increases in net effective rents
  • Pipeline of pre-leased developments

1. Excludes residential and hotel properties. Calculation is based on BXP's Share of Annualized Rental Obligations. See Appendix.

5

What our customers say:

We are welcoming employees back to the office with new space in the heart of the city

""Our new office at 290 Congress Street will provide our employees and our

business with the kind of modern, engaging and efficient space that will allow us to develop the optimal work environment for the future. We're excited to welcome

employees to this dynamic new space as they continue returning to the

office in 2021. Also, importantly, we are delighted to remain in downtown Boston and reinforce our engagement with, and commitment to, this world-classcity."

COLUMBIA THREADNEEDLE ATLANTIC WHARF, BOSTON, MA

Scott Couto, Head of North America, Columbia Threadneedle Investments

6

What our customers say:

Office is the point of pride for employees

"We were very happy to partner with Boston Properties on the development of Akamai's new global headquarters at 145 Broadway, Cambridge. Kendall Square has been Akamai's home for 22 years, and BXP created a fantastic new building for us that provides a point of pride on the skyline for our employees. BXP's focus

on creating great public and private spaces strengthens our ability to recruit and

retain the best and brightest talent in this dynamic technology hub."

AKAMAI 145 BROADWAY CAMBRIDGE, MA

Tom Leighton, CEO and Co-Founder of Akama

1. Excludes residential and hotel properties. Calculation is based on BXP's Share of Annualized Rental Obligations. See Appendix.

7

What our customers say:

Office is the heart of company culture

" Our office space is a driving force in our

company culture. When we set out to find our next home, we were energized to meet with

the BXP team and understand their

commitment to creating great space and place. Our new office at CityPoint is the perfect location for us to recruit and retain the best talent and continue the strong growth of our

company."

SGH 20 CITYPOINT WALTHAM, MA REGION

Charles Russo, Senior Principal & CEO

8

What our customers say:

Office is core to talent acquisition & retention

" Given this is our U.S. headquarters, we wanted to solidify our firm's future as west LA's most prominent advertising group. Boston Properties' "partnership-oriented approach" and the innovative office space at Colorado Center's prime location in Santa Monica allow for RPA to attract and retain the advertising industry's best talent, and

we are thrilled to be able to call Colorado Center home for the next

decade."

RPA COLORADO CENTER, LOS ANGELES, CA

Bill Hagelstein, President, Chief Executive Officer, RPA

9

BXP Board of Directors1

A unified organization led by a diverse Board of professionals across market sectors

Joel I. Klein

Sen. Kelly A. Ayotte

Bruce W. Duncan

Karen E. Dykstra

Carol B. Einiger

Chairman of the Board

Independent Director

Independent Director

Independent Director

Independent Director

Chief Policy & Strategy Officer

Former US Senator, New

President & CEO of

Former Chief Financial and

President of Post Rock Advisors

of Oscar Health Corp.;

Hampshire's first female

CyrusOne; Former

Administrative Officer of

BXP tenure: 16 years

Director of News Corporation

Attorney General; Director of

Chairman & CEO of First

AOL. Director of Gartner,

BXP tenure:7 years

Blackstone Group, Caterpillar

Industrial Realty Trust, Inc

Inc. & VMware, Inc.

Inc. and News Corp.

BXP tenure: 4 years

BXP tenure: 4 years

BXP tenure: 2 years

Diane J. Hoskins

Douglas T. Linde

Matthew J. Lustig

Owen D. Thomas

David A. Twardock

William H. Walton III

Independent Director

President and Director

Independent Director

Chief Executive Officer

Independent Director

Independent Director

Chair and Co-CEO of M.

President, BXP.

Chairman of North America

and Director

Former President of

Co-founder and Managing

Arthur Gensler Jr. &

Director Emeritus of Beth

Investment Banking, Head of

Global Chairman of the Urban

Prudential Mortgage

Member of Rockpoint

Associates

Israel Deaconess Medical

Real Estate, Lazard Frères

Land Institute; Former

Capital Company, LLC

Group, LLC

BXP tenure: 1 year

Center

Morgan Stanley Management

BXP tenure: 17 years

BXP tenure: 1 year

BXP tenure: 9 years

Committee Member

BXP Board tenure:

BXP tenure: 7 years

10

10 years

For complete information about BXP's Board of Directors, please view our most recent proxy statement, which is available on the investor relations website at www.investors.bxp.com

1.

ENVIRONMENTALGOVERNANCE

SOCIAL

ESG at BXP

BXP Sustainability Framework

Climate Action

Resilience

Social Good

Energy & Water Efficiency

Climate Risk Awareness

Healthy Buildings

Green Building Development &

Asset-level Preparedness

Community Involvement

Management

Renewable Energy

Scenario Analysis

Employee Programs & Benefits

Carbon Neutrality

Management & Planning

Diversity & Inclusion

12

Numbers above correspond to Sustainable Development Goals as defined by The United Nations'

ESG Materiality Assessment

Top Stakeholder Priorities: Climate Action, Resilience, Social Good & Healthy Buildings

Importance to Stakeholders

4

5

1

Customer

Shareholder

11

3

2

12

6

10

Stakeholders

23

14

13

7

19

17

8

Community

Employee

21

18

9

20

16

26

22

24

15

25

KEY

1. Non-Discrimination

14.

Environmental Impact/Life Cycle of Materials Used

2. Customer Satisfaction

15.

Cyber Risk & Security

3. Economic Performance

16.

Employee Occupational Health & Safety

4. Carbon Emissions

17.

Waste/Recycling/Composting

5. Energy Consumption/Efficiency

18.

Equal Pay

6. Ethical Business/Whistleblower

19.

Access to Public Transit

Protection

20.

Racial Diversity

7. Anti-Harassment Policy

21. Board of Directions Management of ESG

8. Employee Well-Being

22.

Walkability & Access to Amenities

9. Employee Satisfaction

23.

Climate-related Risks

Impact on Business

10. Health Benefits/Impact of Buildings on Occupants

24.

Water Consumption/Efficiency

11. Environmental Violations

25.

Gender Diversity

12. Transparency & Disclosure of ESG

26.

Human Rights

13. Green Buildings Certifications

13

ESG Focus Extends from the Boardroom to the Boiler Room

Development &

Property Management &

Leasing & Marketing

Corporate Functions

Construction

Engineering

Product vision and differentiation

Sustainability committee

Green leasing

Risk Management

Permitting and entitlement

Sustainability training and

Green power and renewable energy

Risk assessments

High performance building strategy

credentialing

contracts

Climate-related disclosures, TCFD

and execution

Green building certifications

Sustainability marketing and

and scenario analysis

Energy performance modeling and

Healthy building operations and

materials

Capital Markets

code compliance

certifications

Robust public reporting

Green bonds

New technologies

ENERGY STAR labeling

Website disclosures

Investor engagement

Distributed energy resource additions

ESG Materiality Assessment

(Solar PV, Cogen and Energy

Storage)

Human Resources

Adopt and execute energy,

ESG goals

emissions, water and waste targets

Employee programs & benefits

Engage tenant and supply chain

Diversity & inclusion

ESG Leadership

Ranked in the top 4% of the most sustainable real estate companies

Global Real Estate Sustainability

Benchmark (GRESB) Results

Public Sustainability Goals

STATUS

32x25 Energy Use

2019

69.6

Reduction Goal

2018

72.2

Reduce energy use intensity, targets a

2008 Baseline

94.9

32% reduction by 2025. Units are

84%

kBtu/SF.

64.7

Complete

(2025)

45x25 Greenhouse Gas

2019

2.7

Reduction Goal

2018

5.6

Reduce Scope 1 and Scope 2

2008 Baseline

9.2

greenhouse gas emissions intensity,

100%

targets a 45% reduction by 2025. Units

5.1

Complete

are kgCO2e/SF.

(2025)

30x25 Water Use

2019

13.6

Reduction Goal

2018

14.4

Commitment to reduce water use

2008 Baseline

19.3

intensity, targets a 30% reduction by

98%

2025. Units are gallons/SF.

13.5

Complete

(2025)

65x20 Waste Diversion Goal

2019

54.9

Increase waste diverted from landfill,

2018

57.9

targets a 65% diversion rate by 2020.

2008 Baseline

36.0

Units are % diverted.

65

65%

Complete

(2020)

27% energy use

intensity reduction

70% carbon emissions

intensity reduction

(52% like-for-like reduction in 2019)

30% water use

intensity reduction

53% waste

diversion increase

(recycling and composting)

16

Performance Management and Disclosure

When you keep a scoreboard, people play differently.

Real-time

Performance Scoring,

Analysis, Reporting

Performance Monitoring

Benchmarking and Certification

and Disclosure

17

Energy Efficient Operations and Decarbonization

Energy and Carbon Intensity Performance

100

90

80

70

Energy Intensity

60

(kBTU/SF-yr)

50

40

30

20

Carbon Intensity

(kgCO2e/SF-yr)

10

0

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2030 2031 2032 2033 2034 2035

18

BXP has an approved science-based target, confirming an emissions reduction rate equal to our greater than the rate of reduction required to keep global temperature increase below 1.5º C.

$31 Million

Avoided Annual Energy

Operating Cost

GHG Reduction Pathways

Efficiency and a Greener Power Supply are Driving Reductions

New Development

10%

Green Power

40%

Energy

Efficiency

20%

  • Greener Grid 30%

70% of GHG reductions are from voluntary green power procurement and a greener grid

Main drivers of efficiency in existing buildings:

  1. Base Building Equipment, Lighting, Controls and Building Management System Improvements
  2. Facility Management and Maintenance
  3. Tenant Improvements
  4. Tenant Behavior

19

BXP's History of Developing Green Buildings

Times Square Tower

77 CityPoint

Atlantic Wharf

535 Mission

601 Massachusetts Avenue

New York

Waltham

Boston

San Francisco

Washington, DC

20

Building on our History: Decarbonizing Development and Operations

Onsite solar photovoltaic (PV)

Covered parking at Carnegie Center

8 MW at 10 sites

New Jersey

BXP purchases specific source renewable energy equal to the expected

electricity needs of the Company's actively Massachusetts managed

portfolio.

The commitment reduces its carbon footprint by around 100,000 metric tons of CO2 equivalent annually.

21

BXP's Market-Leading Health Security

Our leadership in sustainability and healthy buildings served as a foundation for our health security program

  • Strategy for Repopulating the Workplace from a Health Safety Perspective Following Guidance from the CDC and Public Health Authorities
  • Published Health Security Plan on May 1 (available at bxp.com)
  • 40+ Health Security Task Force Members
  • Teams Included Dr. Joe Allen and Service Providers

22

BXP Social Performance Summary

Social

Performance

Indicators

23

BXP Governance Summary1

Director Independence and Compliance

11

Directors

82% independent

Independent, non-executive Chairman of the Board

Regular executive sessions of independent directors

All directors and officers are subject to a Code of

Business Conduct and Ethics

All directors attended 75% or more of Board and

BXP

committee meetings

Governance

Director Qualifications and Diversity

of BXP Directors

36% are women

Annual self-evaluation process for the Board and each

committee, and bi-annual interviews with individual

directors; process overseen by our NCG Committee

Retirement age: 75-year maximum age limit at time of

nomination

Four directors are women and one is African-American

Strong Stockholder Rights

  • Incorporated in Delaware
  • Proxy Access By-law right (3%, 3 years, 25%, 5)
  • Annual election of all directors
  • Majority voting standard in uncontested director elections
  • Stockholder right to amend By-laws
  • No Stockholder Rights Plan (or "poison pill")
  • Disclosure of Policy on Company Political Spending & political spending report posted on website annually

Compensation

  • "Double-Trigger" vesting for time-basedequity awards
  • Compensation Clawback Policy
  • Adopted formal policy in 2014 that prohibits tax gross- up provisions in any new employment agreement
  • Stock ownership requirements for executives
  • Stock ownership requirements for directors
  • Anti-hedging,anti-pledging and anti-short-sale policies

24

1.

For additional information regarding BXP's governance, please view our most recent proxy statement, which is available on the investor relations website at www.investors.bxp.com

Summary: BXP ESG

Leadership from the Boardroom the to Boiler Room

  • BXP Leadership:
    • Integrated approach to ESG permeates everything we do

Focused on key areas of materiality

-

climate action, resilience, social good

    • Rigorous reporting and transparency
  • Competitive Advantage:
    • Healthy buildings - moving from a "nice to have" to a "must have" priority for tenants
    • ESG leadership - market bifurcation between the leaders and the laggards
  • Operational excellence:
    • Elevating our competitive advantages
    • Lowering our cost structure

25

ESG at BXP: Case Studies

Salesforce Tower

San Francisco

Development Case Study: Salesforce Tower

  • LEED Platinum® - earned more LEED points than any project in the Bay Area, highest rated skyscraper in California
  • Lowest design energy intensity of any BXP development to date (EUI = 28)
  • Purple pipe system will be fed by the largest onsite black water treatment system in a commercial high-rise building in the US - saves 7.8 million gallons a year

888 Boylston Street

Boston

Development Case Study: 888 Boylston

  • First dedicated outside air system with active chilled beams in Boston
  • 120 kW onsite solar, 100% green power
  • Completed 12 month stabilized operations measurement and verification process
  • Operating intensity (EUI=39) is approximately 55% below the Boston Class A Office average

888 Boylston Street: Results

"Build Tight, Ventilate Right"

Key Strategies

Notes

Active Chilled Beams w/ DOAS

Substantial cooling energy savings versus conventional VAV

system

High Efficiency Lighting

40% LPD Reduction (Common Area)

25% LPD Reduction (Tenant Spaces)

High Performance Glazing

Double-paned Insulated

U-Factor = 0.235

SHGC = 0.28

High Efficiency Chillers

COP = 6.38 - highest COP we could find that eliminates

ozone depleting refrigerants

Heat Recovery Wheels

DOAHUs include heat recovery wheels that transfer heat

from the exhaust air to the supply

Renewables

120 kW solar photovoltaic system

Reduced Energy-related Operating Expenses

Designed to save $650,000/yr compared to a code

compliant building.

29

Fourth + Harrison

San Francisco

Future Development Case Study: Fourth + Harrison

'Net zero carbon is when the amount of carbon dioxide emissions released on an annual basis is zero or negative. Our definition for a net zero carbon building is a highly energy

efficient building that is fully powered from on-site and/or off-siterenewable energy sources and offsets.' - WorldGBC

  • Water-cooledVariable Refrigerant Flow (VRF) All Electric System
  • 24% energy reduction (Title24)
  • 380,000 kWh of onsite solar PV - enough for base building core and shell services
  • Additional green energy purchased from PG&E

200 Clarendon Street

Boston

Portfolio Modernization Case Study: 200 Clarendon Street

  • Chiller Plant Modernization
  • Tenant Condenser Water System Upgrades
  • Building Management System Retro-commissioning

200 Clarendon Street: Results

$6.8 Million invested energy conservation projects over a five year period resulted in a cumulative

ECM Investment, Avoided Cost and Site Energy Use

Intensity

avoided cost over the same period of $9.4 Million.

Energy

Project Cost

Simple Payback

Year

Energy Conservation Measure

(Including

Period

Savings (kWh)

Incentives)

(years)

2014

7th Floor Chiller Plant Replacement

1,936,361

$

4,828,575

18.0

2015

Maintenance Area LED Conversion

25,115

$

18,919

4.6

2015

Stair 1 & 2 LED Conversion

268,056

$

40,663

0.9

2015

61st Floor Plate and Frame Heat Exchanger

159,244

$

342,460

13.0

2015

Condenser Water System Upgrades

1,182,894

$

552,287

2.8

2016

EMS Retrocommissioning

3,152,187

$

589,656

1.0

2017

Air Compressor Replacement

8,150

$

12,600

8.8

2017

VFD Retrofit Project

115,652

$

2,850

0.1

Year

Blended kWh

Y-o-Y

Avoided Cost

Cumulative

Cumulative

Net Savings

Rate

Escalation

Avoided Cost

Investment

2014

$

0.139

1.7%

$

268,628

$

268,628

$

1,936,361

$

(1,667,733)

2015

$

0.165

19.0%

$

589,619

$

858,247

$

3,571,670

$

(2,713,423)

2016

$

0.179

8.3%

$

1,202,295

$

2,329,170

$

6,723,857

$

(4,394,687)

2017

$

0.176

-1.4%

$

1,206,833

$

4,662,878

$

6,847,659

$

(2,184,782)

2018

$

0.192

8.8%

$

1,313,433

$

9,432,355

$

6,847,659

$

2,584,695

$10

$9

$8

$7

Millions

$6

$5

$4

$3

$2

$1

$-

2013

2014

2015

2016

Cumulative ECM Investment

Cumulative Avoided Cost

140

120

100

80

60

40

20

0

2017 2018

Energy Use Intensity (kBTU/SF-yr)

32

Appendix

FORWARD-LOOKING STATEMENTS

This Presentation contains forward-looking statements within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe harbor provisions, in each case, to the extent applicable. We caution investors that any such forward-looking statements are based on current beliefs or expectations of future events and on assumptions made by, and information currently available to, our management. When used, the words "anticipate," "believe," "budget," "estimate," "expect," "intend," "may," "might," "plan," "project," "should," "will" and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. Such statements are subject to risks, uncertainties and assumptions and are not guarantees of future performance or occurrences, which may be affected by known and unknown risks, trends, uncertainties and factors that are, in some cases, beyond our control. Should one or more of these known or unknown risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied by the forward-looking statements. We caution you that, while forward-looking statements reflect our good-faith beliefs when we make them, they are not guarantees of future performance or occurrences and are impacted by actual events when they occur after we make such statements. Accordingly, investors should use caution in relying on forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

One of the most significant factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements is the ongoing impact of the global COVID-19 pandemic on the U.S. and global economies, which has impacted, and is likely to continue to impact, us and, directly or indirectly, many of the other important factors below and the risks described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and our subsequent filings under the Exchange Act.

Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

  • the risks and uncertainties related to the impact of the COVID-19 global pandemic, including the duration, scope and severity of the pandemic domestically and internationally; federal, state and local government actions or restrictive measures implemented in response to COVID-19, the effectiveness of such measures, as well as the effect of any relaxation of current restrictions, and the direct and indirect impact of such measures on our and our tenants' businesses, financial condition, results of operation, cash flows, liquidity and performance, and the U.S. and international economy and economic activity generally; whether new or existing actions and measures continue to result in increasing unemployment that impacts the ability of our residential tenants to generate sufficient income to pay, or make them unwilling to pay rent in a timely manner, in full or at all; the health, continued service and 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;
  • volatile or adverse global economic and political conditions, health crises and dislocations in the credit markets could adversely affect our access to cost- effective capital and have a resulting material adverse effect on our business opportunities, results of operations and financial condition;
  • general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases, tenant space utilization, dependence on tenants' financial condition, and competition from other developers, owners and operators of real estate);

27

FORWARD-LOOKING STATEMENTS (continued)

  • failure to manage effectively our growth and expansion into new markets and sub-markets or to integrate acquisitions and developments successfully;
  • the ability of our joint venture partners to satisfy their obligations;
  • risks and uncertainties affecting property development and construction (including, without limitation, construction delays, increased construction costs, cost overruns, inability to obtain necessary permits, tenant accounting considerations that may result in negotiated lease provisions that limit a tenant's liability during construction, and public opposition to such activities);
  • risks associated with the availability and terms of financing and the use of debt to fund acquisitions and developments or refinance existing indebtedness, including the impact of higher interest rates on the cost and/or availability of financing;
  • risks associated with forward interest rate contracts and the effectiveness of such arrangements;
  • risks associated with downturns in the national and local economies, increases in interest rates, and volatility in the securities markets;
  • risks associated with actual or threatened terrorist attacks;
  • costs of compliance with the Americans with Disabilities Act and other similar laws;
  • potential liability for uninsured losses and environmental contamination;
  • risks associated with the physical effects of climate change;
  • risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems, which support our operations and our buildings;
  • risks associated with BXP's potential failure to qualify as a REIT under the Internal Revenue Code of 1986, as amended;
  • possible adverse changes in tax and environmental laws;
  • the impact of newly adopted accounting principles on our accounting policies and on period-to-period comparisons of financial results;
  • risks associated with possible state and local tax audits;
  • risks associated with our dependence on key personnel whose continued service is not guaranteed; and
  • the other risk factors identified in our most recently filed Annual Report on Form 10-K for the fiscal year ended December 31, 2019 or described herein, including those under the caption "Risk Factors."

28

FORWARD-LOOKING STATEMENTS (continued)

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

29

DEFINITIONS OF NON-GAAP FINANCIAL MEASURES AND OTHER TERMS

This Appendix contains definitions of certain non-GAAP financial measures and other terms that the Company uses in this presentation and, where applicable, quantitative reconciliations of the differences between the non-GAAP financial measures and the most directly comparable GAAP financial measures, the reasons why management believes these non-GAAP financial measures provide useful information to investors about the Company's financial condition and results of operations and the other purposes for which management uses the measures. Additional detail can be found in the Company's most recent annual report on Form 10-K and quarterly report on Form 10-Q, as well as other documents the Company files or furnishes to the SEC from time to time.

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 priority allocations, 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, financing 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.

In addition, the Company presents certain of these measures on a "Annualized" basis, which means the measure for the applicable quarter is multiplied by four (4). Management believes that presenting "Annualized" measures allows investors to compare results of a particular quarter to the same measure for full years and thereby more easily assess trend data. However, the Company cautions investors that "Annualized" measures should not be considered a substitute for the measure calculated in accordance with GAAP and should only be considered together with and as a supplement to the Company's financial information prepared in accordance with GAAP.

30

DEFINITIONS OF NON-GAAP FINANCIAL MEASURES AND OTHER TERMS (continued)

Annualized Revenue

Annualized Revenue is defined as (1) revenue less termination income for the quarter ended June 30, 2020, multiplied by four (4), plus (2) termination income for the quarter ended June 30, 2020. The Company believes that termination income can distort the results for any given period because termination income generally represents multiple months or years of a tenant's rental obligations that are paid in a lump sum in connection with a negotiated early termination of the tenant's lease and thus does not reflect the core ongoing operating performance of the Company's properties. As a result, the Company believes that by presenting Annualized Revenue without annualizing termination income, investors may more easily compare quarterly revenue to revenue for full fiscal years, which can provide useful trend data. Annualized Revenue should not be considered a substitute for revenue in accordance with GAAP and should only be considered together with and as a supplement to the Company's financial information prepared in accordance with GAAP.

Annualized Rental Obligations

Annualized Rental Obligations is defined as monthly Rental Obligations, as of the last day of the reporting period, multiplied by twelve (12).

31

DEFINITIONS OF NON-GAAP FINANCIAL MEASURES AND OTHER TERMS (continued)

Debt to Market Capitalization Ratio

Consolidated Debt to Consolidated Market Capitalization Ratio is a measure of leverage commonly used by analysts in the REIT sector that equals the quotient of (A) the Company's Consolidated Debt divided by (B) the Company's Consolidated Market Capitalization, presented as a percentage. Consolidated Market Capitalization is the sum of (x) the Company's Consolidated Debt plus (y) the market value of the Company's outstanding equity securities calculated using the closing price per share of common stock of the Company, as reported by the New York Stock Exchange, multiplied by the sum of (1) outstanding shares of common stock of the Company, (2) outstanding common units of limited partnership interest in Boston Properties Limited Partnership (excluding common units held by the Company), (3) common units issuable upon conversion of all outstanding LTIP Units, assuming all conditions have been met for the conversion of the LTIP Units, (4) on and after February 6, 2015, which was the end of the performance period for 2012 OPP Units and thus the date earned, common units issuable upon conversion of 2012 OPP Units that were issued in the form of LTIP Units, (5) on and after February 4, 2016, which was the end of the performance period for 2013 MYLTIP Units and thus the date earned, common units issuable upon conversion of 2013 MYLTIP Units that were issued in the form of LTIP Units, (6) on and after February 3, 2017, which was the end of the performance period for 2014 MYLTIP Units and thus the date earned, common units issuable upon conversion of 2014 MYLTIP Units that were issued in the form of LTIP Units, (7) on and after February 4, 2018, which was the end of the performance period for 2015 MYLTIP Units and thus the date earned, common units issuable upon conversion of 2015 MYLTIP Units that were issued in the form of LTIP Units, (8) on and after February 9, 2019, which was the end of the performance period for 2016 MYLTIP Units and thus the date earned, common units issuable upon conversion of 2016 MYLTIP Units that were issued in the form of LTIP Units and (9) on and after February 6, 2020, which was the end of the performance period for 2017 MYLTIP Units and thus the date earned, common units issuable upon conversion of 2017 MYLTIP Units that were issued in the form of LTIP Units plus (z) outstanding shares of 5.25% Series B Cumulative Redeemable Preferred Stock multiplied by their fixed liquidation preference of $2,500 per share. The calculation of Consolidated Market Capitalization does not include LTIP Units issued in the form of MYLTIP Awards unless and until certain performance thresholds are achieved and they are earned. Because their three-year performance periods have not yet ended, 2018, 2019 and 2020 MYLTIP Units are not included.

The Company also presents BXP's Share of Market Capitalization, which is calculated in a similar manner, except that BXP's Share of Debt is utilized instead of the Company's Consolidated Debt in both the numerator and the denominator. The Company presents these ratios because its degree of leverage could affect its ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes and because different investors and lenders consider one or both of these ratios. Investors should understand that these ratios are, in part, a function of the market price of the common stock of the Company, and as such will fluctuate with changes in such price and do not necessarily reflect the Company's capacity to incur additional debt to finance its activities or its ability to manage its existing debt obligations. However, for a company like Boston Properties, Inc., whose assets are primarily income-producing real estate, these ratios may provide investors with an alternate indication of leverage, so long as they are evaluated along with the ratio of indebtedness to other measures of asset value used by financial analysts and other financial ratios, as well as the various components of the Company's outstanding indebtedness.

32

DEFINITIONS OF NON-GAAP FINANCIAL MEASURES AND OTHER TERMS (continued)

EBITDAre

Pursuant to the definition of Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate adopted by the Board of Governors of the National Association of Real Estate Investment Trusts ("Nareit"), the Company calculates Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate, or "EBITDAre," as net income (loss) attributable to Boston Properties, Inc. common shareholders, the most directly comparable GAAP financial measure, plus net income attributable to noncontrolling interests, interest expense, losses (gains) from early extinguishments of debt, depreciation and amortization expense, impairment loss and adjustments to reflect the Company's share of EBITDAre from unconsolidated joint ventures, less gains (losses) on sales of real estate, gain on sale of investment in unconsolidated joint venture, gains on consolidation of joint ventures and discontinued operations. EBITDAre is a non-GAAP financial measure. The Company uses EBITDAre internally as a performance measure and believes EBITDAre provides useful information to investors regarding its financial condition and results of operations at the corporate level because, when compared across periods, EBITDAre reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses and acquisition and development activities on an unleveraged basis, providing perspective not immediately apparent from net (loss) income attributable to Boston Properties, Inc. common shareholders.

In some cases the Company also presents (A) BXP's Share of EBITDAre - cash, which is BXP's Share of EBITDAre after eliminating the effects of straight-line rent (excluding the impact related to deferred revenue related to improvements to long-lived assets paid for by a tenant), fair value lease revenue and non-cash termination income adjustment (fair value lease amounts) and adding straight-line ground rent expense, stock-based compensation expense and lease transaction costs that qualify as rent inducements, and (B) Annualized EBITDAre, which is EBITDAre for the applicable fiscal quarter ended multiplied by four (4). Presenting BXP's Share of EBITDAre - cash allows investors to compare EBITDAre across periods without taking into account the effect of certain non-cash rental revenues, ground rent expense and stock based compensation expense. Similar to depreciation and amortization, because of historical cost accounting, fair value lease revenue may distort operating performance measures at the property level. Additionally, presenting EBITDAre excluding the impact of straight-line rent provides investors with an alternative view of operating performance at the property level that more closely reflects rental revenue generated at the property level without regard to future contractual increases in rental rates. In addition, the Company's management believes that the presentation of Annualized EBITDAre provides useful information to investors regarding the Company's results of operations because it enables investors to more easily compare quarterly EBITDAre to EBITDAre from full fiscal years.

The Company's computation of EBITDAre may not be comparable to EBITDAre 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. The Company believes that in order to facilitate a clear understanding of its operating results, EBITDAre should be examined in conjunction with net income attributable to Boston Properties, Inc. common shareholders as presented in the Company's consolidated financial statements. EBITDAre should not be considered a substitute to net income attributable to Boston Properties, Inc. common shareholders 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.

33

FORWARD-LOOKING STATEMENTS

Funds Available for Distribution (FAD)

In addition to Funds from Operations (FFO), which is defined on the following page, the Company presents Funds Available for Distribution to common shareholders and common unitholders (FAD), which is a non-GAAP financial measure that is calculated by (1) adding to FFO lease transaction costs that qualify as rent inducements, non-real estate depreciation, non-cash losses (gains) from early extinguishments of debt, stock-based compensation expense, Accounting Standards Codification ("ASC") 470-20 interest expense adjustment, partners' share of consolidated and unconsolidated joint venture 2nd generation tenant improvement and leasing commissions (included in the period in which the lease commences) and unearned portion of capitalized fees, (2) eliminating the effects of straight-line rent, straight-line ground rent expense adjustment, fair value interest adjustment and hedge amortization and fair value lease revenue, and (3) subtracting maintenance capital expenditures, hotel improvements, equipment upgrades and replacements, 2nd generation tenant improvement and leasing commissions (included in the period in which the lease commences), non-cash termination income adjustment (fair value lease amounts) and impairments of non-depreciable real estate. The Company believes that the presentation of FAD provides useful information to investors regarding the Company's results of operations because FAD provides supplemental information regarding the Company's operating performance that would not otherwise be available and may be useful to investors in assessing the Company's operating performance. Additionally, although the Company does not consider FAD to be a liquidity measure, as it does not make adjustments to reflect changes in working capital or the actual timing of the payment of income or expense items that are accrued in the period, the Company believes that FAD may provide investors with useful supplemental information regarding the Company's ability to generate cash from its operating performance and the impact of the Company's operating performance on its ability to make distributions to its shareholders. Furthermore, the Company believes that FAD is frequently used by analysts, investors and other interested parties in the evaluation of its performance as a REIT and, as a result, by presenting FAD the Company is assisting these parties in their evaluation. FAD should not be considered as a substitute for net income (loss) attributable to Boston Properties, Inc.'s 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.

34

DEFINITIONS OF NON-GAAP FINANCIAL MEASURES AND OTHER TERMS (continued)

Funds from Operations (FFO)

Pursuant to the revised definition of Funds from Operations adopted by the Board of Governors of Nareit, the Company calculates 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 the Company's balance sheet, impairment losses on its 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 the Company believes 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 the Company's 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 company's real estate across reporting periods and to the operating performance of other companies.

The Company's 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.

In-Service Properties

The Company treats a property as being "in-service" upon the earlier of (1) lease-up and completion of tenant improvements or (2) one year after cessation of major construction activity as determined under GAAP. The determination as to when an entire property should be treated as "in-service" involves a degree of judgment and is made by management based on the relevant facts and circumstances of the particular property. For portfolio operating and occupancy statistics, the Company specifies a single date for treating a property as "in-service," which is generally later than the date the property is partially placed in-service under GAAP. Under GAAP, a property may be placed in-service in stages as construction is completed and the property is held available for occupancy. In addition, under GAAP, when a portion of a property has been substantially completed and either occupied or held available for occupancy, the Company ceases capitalizing costs on that portion, even though it may not treat the property as being "in-service," and continues to capitalize only those costs associated with the portion still under construction. In-service properties include properties held by the Company's unconsolidated joint ventures.

35

DEFINITIONS OF NON-GAAP FINANCIAL MEASURES AND OTHER TERMS (continued)

Net Operating Income (NOI)

Net operating income (NOI) is a non-GAAP financial measure equal to net income attributable to Boston Properties, Inc. common shareholders, the most directly comparable GAAP financial measure, plus (1) preferred dividends, net income attributable to noncontrolling interests, corporate general and administrative expense, payroll and related costs from management services contracts, transaction costs, impairment losses, depreciation and amortization expense, gains (losses) from early extinguishments of debt and interest expense, less (2) development and management services revenue, direct reimbursements of payroll and related costs from management services contracts, income (loss) from unconsolidated joint ventures, gains (losses) on sales of real estate, gains (losses) from investments in securities and interest and other income (loss). In some cases, the Company also presents (1) NOI - cash, which is NOI after eliminating the effects of straight-line rent (excluding the impact related to deferred revenue related to improvements to long-lived assets paid for by a tenant), fair value lease revenue, straight-line ground rent expense adjustment and lease transaction costs that qualify as rent inducements in accordance with GAAP, and (2) NOI and NOI - cash, in each case excluding termination income.

The Company uses these measures internally as performance measures and believes they provide useful information to investors regarding the Company's results of operations and financial condition because, when compared across periods, they reflect the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level. Similarly, interest expense may be incurred at the property level even though the financing proceeds may be used at the corporate level (e.g., used for other investment activity). In addition, depreciation and amortization expense because of historical cost accounting and useful life estimates, may distort operating performance measures at the property level. Presenting NOI - cash allows investors to compare NOI performance across periods without taking into account the effect of certain non-cash rental revenues and ground rent expenses. Similar to depreciation and amortization expense, fair value lease revenues, because of historical cost accounting, may distort operating performance measures at the property level. Additionally, presenting NOI excluding the impact of the straight-lining of rent provides investors with an alternative view of operating performance at the property level that more closely reflects net cash generated at the property level on an unleveraged basis. Presenting NOI measures that exclude termination income provides investors with additional information regarding operating performance at a property level that allows them to compare operating performance between periods without taking into account termination income, which can distort the results for any given period because they generally represent multiple months or years of a tenant's rental obligations that are paid in a lump sum in connection with a negotiated early termination of the tenant's lease and are not reflective of the core ongoing operating performance of the Company's properties.

36

DEFINITIONS OF NON-GAAP FINANCIAL MEASURES AND OTHER TERMS (continued)

Rental Obligations

Rental Obligations is defined as the contractual base rents (but excluding percentage rent) and budgeted reimbursements from tenants under existing leases. These amounts exclude rent abatements.

Rental Revenue

Rental Revenue is equal to Total revenue, the most directly comparable GAAP financial measure, less development and management services revenue and direct reimbursements of payroll and related costs from management services contracts. The Company uses Rental Revenue internally as a performance measure and in calculating other non-GAAP financial measures (e.g., NOI), which provides investors with information regarding our performance that is not immediately apparent from the comparable non-GAAP measures and allows investors to compare operating performance between periods. The Company also presents Rental Revenue (excluding termination income) because termination income can distort the results for any given period because it generally represents multiple months or years of a tenant's rental obligations that are paid in a lump sum in connection with a

negotiated early termination of the tenant's lease and does not reflect the core ongoing operating performance of the Company's properties.

37

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES AND OTHER FINANCIAL INFORMATION (UNAUDITED)

Revenue and Rental Revenue (in thousands)

Quarter ended

June 30, 2020

Revenue

$

654,773

Add:

BXP's share of revenue from unconsolidated Joint Ventures ("JVs")1

43,880

Less:

Partners' share of revenue from consolidated JVs2

60,168

Termination income

3,309

BXP's share of termination income from unconsolidated JVs1

-

Add:

Partners' share of termination income from consolidated JVs2

321

BXP's Share of Revenue (excluding termination income) (A)

$

635,497

BXP's Share of Annualized Revenue (excluding termination income)3 (A x 4)

$

2,541,988

Add:

Termination income

3,309

BXP's share of termination income from unconsolidated JVs1

-

Less:

Partners' share of termination income from consolidated JVs2

321

BXP's Share of Annualized Revenue

$

2,544,976

Quarter ended

June 30, 2020

Revenue

$

654,773

Less:

Direct reimbursements of payroll and related costs from

2,484

management services contracts

Development and management services

8,125

Rental Revenue

644,164

Add:

BXP's share of Rental Revenue from unconsolidated JVs1

43,875

Less:

Partners' share of Rental Revenue from consolidated JVs2

60,167

BXP's Share of Rental Revenue

$

627,872

Less:

Termination income

3,309

BXP's share of termination income from unconsolidated JVs1

-

Add:

Partners' share of termination income from consolidated JVs2

321

BXP's Share of Rental Revenue (excluding termination income) (B)

$

624,884

BXP's Share of Annualized Rental Revenue (excluding termination

$

2,499,536

income)3 (B x 4)

  1. See "Joint Ventures-Unconsolidated" in this Appendix.
  2. See "Joint Ventures-Consolidated" in this Appendix.
  3. BXP's Share of Annualized Revenue (excluding termination income) equals BXP's Share of Revenue (excluding termination income), multiplied by four (4). Similarly, BXP's Share of Annualized Rental Revenue (excluding termination income) equals BXP's Share of Rental Revenue (excluding termination income), multiplied by four (4).

38

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES AND OTHER FINANCIAL INFORMATION (UNAUDITED)

Debt to Market Capitalization Ratios

(dollars in thousands, except per share amounts)

June 30, 2020

Common stock price at quarter end

$

90.38

Equity market capitalization at quarter end (A)

$

15,844,055

Consolidated debt (B)

$

13,048,579

Add:

BXP's share of unconsolidated JV debt

1,067,400

Less:

Partners' share of consolidated JV debt

1,197,276

BXP's Share of Debt (C)

$

12,918,703

Consolidated Market Capitalization (A + B)

$

28,892,634

Consolidated Debt/Consolidated Market Capitalization [B ÷ (A + B)]

45.16 %

BXP's Share of Market Capitalization (A + C)

$

28,762,758

BXP's Share of Debt/BXP's Share of Market Capitalization [C ÷ (A + C)]

44.91 %

39

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES AND OTHER FINANCIAL INFORMATION (UNAUDITED)

EBITDAre

(dollars in thousands)

Quarter Ended

June 30, 2020

Net income attributable to Boston Properties, Inc. common shareholders

$

266,525

Add:

Preferred dividends

2,625

Net income attributable to noncontrolling interests

29,430

Interest expense

107,142

Depreciation and amortization expense

178,188

Less:

Gains (losses) on sales of real estate

203,767

Income (loss) from unconsolidated JVs

1,832

Add:

BXP's share of EBITDAre from unconsolidated JVs1

27,807

EBITDAre

406,118

Less:

Partners' share of EBITDAre from consolidated JVs2

32,451

BXP's Share of EBITDAre

$

373,667

BXP's Share of Annualized EBITDAre 3

$

1,494,668

1See "Joint Ventures-Unconsolidated" in this Appendix.

2See "Joint Ventures-Consolidated" in this Appendix.

3BXP's Share of EBITDAre is annualized and calculated as the product of such amount for the quarter ($373,667) multiplied by four (4).

40

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES AND OTHER FINANCIAL INFORMATION (UNAUDITED)

FFO, FAD, and FAD Payout Ratios (dollars in thousands)

Quarter Ended

June 30, 2020

Net income attributable to Boston Properties, Inc. common shareholders

$

266,525

Add:

Preferred dividends

2,625

Noncontrolling interest - common units of the Operating Partnership

30,197

Noncontrolling interests in property partnerships

(767)

Net income

298,580

Add:

Depreciation and amortization expense

178,188

Noncontrolling interests in property partnerships' share of depreciation and amortization 1

(22,480)

BXP's share of depreciation and amortization from unconsolidated joint ventures 2

21,012

Corporate-related depreciation and amortization

(486)

Less:

Gain on sale of real estate included within income (loss) from unconsolidated joint ventures

5,946

Gains (losses) on sales of real estate

203,767

Noncontrolling interests in property partnerships 3

(767)

Preferred dividends

2,625

FFO attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.) ("Basic FFO") 4

263,243

Less:

Noncontrolling interest - common units of the Operating Partnership's share of FFO

26,335

FFO attributable to Boston Properties, Inc. common shareholders

$

236,908

1See "Joint Ventures-Consolidated" in this Appendix.

2See "Joint Ventures-Unconsolidated" in this Appendix.

3For the year ended December 31, 2015, excludes the noncontrolling interests in property partnerships' share of a gain on sale of real estate totaling approximately $101.1 million.

4Included in FFO attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.) ("Basic FFO") for the quarter ended June 30, 2020 are BXP's Share of: $26,325 of write-offs associated with accrued rent (included within straight-line rent), $14,707 of write-offs associated with accounts receivable, a $13,352 decrease in parking and other revenue and a $7,638 decrease in NOI due to the closure of our only hotel. These items decreased Q2 2020 Basic FFO by $62,022.

41

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES AND OTHER FINANCIAL INFORMATION (UNAUDITED)

FFO, FAD, and FAD Payout Ratios (continued from previous page) (dollars in thousands)

Quarter Ended

Funds Available for Distribution

June 30, 2020

FFO attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.) ("Basic FFO")

$

263,243

Straight-line rent

(17,024)

Partners' share of straight-line rent from consolidated JVs 1

(1,592)

BXP's share of straight-line rent from unconsolidated JVs 2

(4,131)

Lease transaction costs that qualify as rent inducements 3

1,616

Partners' share of lease transaction costs that qualify as rent inducements from consolidated JVs 1, 3

(120)

BXP's share of lease transaction costs that qualify as rent inducements from unconsolidated JVs 2, 3

(187)

Fair value lease revenue 4

(2,159)

Partners' share of fair value lease revenue from consolidated JVs 1, 4

296

BXP's share of fair value lease revenue from unconsolidated JVs 2, 4

(685)

Straight-line ground rent expense adjustment 5

951

BXP's share of straight-line ground rent expense adjustment from unconsolidated JVs 1

41

Stock-based compensation

10,374

Non-real estate depreciation

486

Fair value interest adjustment and hedge amortization

1,590

Partners' share of fair value interest adjustment and hedge amortization from consolidated JVs 1

(144)

Second generation tenant improvements and leasing commissions

(124,588)

Partners' share of second generation tenant improvements and leasing commissions from consolidated JVs

43,777

BXP's share of second generation tenant improvements and leasing commissions from unconsolidated JVs

(2,213)

Unearned portion of capitalized fees from consolidated joint ventures 1

411

Maintenance capital expenditures 6

(15,461)

Partners' share of maintenance capital expenditures from consolidated JVs 6

91

BXP's share of maintenance capital expenditures from unconsolidated JVs 6

(876)

Hotel improvements, equipment upgrades and replacements

(36)

Funds available for distribution to common shareholders and common unitholders (FAD) (A) 8

$

153,660

Annualized FAD (A x 4) 7

$

614,640

1See "Joint Ventures-Consolidated" in this Appendix.

2See "Joint Ventures-Unconsolidated" in this Appendix.

3Lease transaction costs are generally included in second generation tenant improvements and leasing commissions in the period in which the lease commences.

4Represents the net adjustment for above- and below-market leases that are being amortized over the terms of the respective leases in-place at the property acquisition dates.

5 Includes the straight-line impact of the Company's 99-year ground and air rights lease related to the 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 by the end of 2023 with no payments thereafter. The Company is recognizing these amounts on a straight-line basis over the 99-year term of the ground and air rights lease.

6Maintenance capital expenditures do not include planned capital expenditures related to acquisitions and repositioning capital expenditures.

7Annualized FAD is calculated as the product of such amount for the quarter multiplied by (4).

8Included in the amount are BXP's Share of: $14,707 of write-offs associated with accounts receivable, a $16,551 decrease in lease revenue, primarily related to COVID-19 cash rent abatements and deferrals, a $13,352 decrease in parking and other revenue and a $7,638 decrease in NOI due to the closure of our only hotel. These items decreased Q2 2020 FAD by $52,248.

42

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES AND OTHER FINANCIAL INFORMATION (UNAUDITED)

Joint Ventures ("JVs") - Consolidated

(unaudited and in thousands)

Results of Operations for the three months ended June 30, 2020

Norges Joint Ventures

Times Square Tower

601 Lexington Avenue /

One Five Nine East 53rd Street

767 Fifth Avenue

100 Federal Street

Total Consolidated

(The GM Building)

Atlantic Wharf Office

Joint Ventures

Revenue

Lease 2

$

58,267

$

92,700

$

150,967

Write-offs associated with accounts receivable

(1,652)

(8,060)

(9,712)

Straight-line rent

15,617

5,432

21,049

Write-offs associated with straight-line rent

(1,357)

(21,644)

(23,001)

Fair value lease revenue

618

109

727

Termination income

1

714

715

Total lease revenue

71,494

69,251

140,745

Parking and other

-

903

903

Total rental revenue

71,494

70,154

141,648

Expenses

Operating

28,044

33,329

61,373

Net Operating Income (NOI)

43,450

36,825

80,275

Other income (expense)

Development and management services revenue

-

2

2

Interest and other income

55

304

359

Interest expense

(21,175)

(5,049)

(26,224)

Depreciation and amortization expense

(18,749)

(28,908)

(47,657)

General and administrative expense

(17)

(24)

(41)

Total other income (expense)

(39,886)

(33,675)

(73,561)

Net income

$

3,564

$

3,150

$

6,714

.

BXP's nominal ownership percentage

60.00%

55.00%

Partners' share of NOI (after income allocation to private REIT shareholders)2

$

16,719

$

15,708

$

32,427

BXP's share of NOI (after income allocation to private REIT shareholders)

$

26,731

$

21,117

$

47,848

Unearned portion of capitalized fees3

$

33

$

378

$

411

Partners' share of select items2

Partners' share of write-offs associated with accounts receivable

$

661

$

3,627

$

4,288

Partners' share of write-offs associated with straight-line rent

$

543

$

9,740

$

10,283

Partners' share of parking and other revenue

$

-

$

406

$

406

Partners' share of hedge amortization

$

144

$

-

$

144

Partners' share of amortization of financing costs

$

346

$

36

$

382

Partners' share of depreciation and amortization related to capitalized fees

$

344

$

1,865

$

2,209

Partners' share of capitalized interest

$

-

$

1,296

$

1,296

Partners' share of lease transaction costs that qualify as rent inducements

$

120

$

-

$

120

Partners' share of management and other fees

$

661

$

884

$

1,545

Partners' share of basis differential and other adjustments

$

(17)

$

(123)

$

(140)

43

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES AND OTHER FINANCIAL INFORMATION (UNAUDITED)

Joint Ventures ("JVs") - Consolidated (continued) (unaudited and in thousands)

Results of Operations for the three months ended June 30, 2020

Norges Joint Ventures

Times Square Tower

601 Lexington Avenue /

One Five Nine East 53rd Street

767 Fifth Avenue

100 Federal Street

Total Consolidated

Reconciliation of Partners' share of EBITDAre

(The GM Building)

Atlantic Wharf Office

Joint Ventures

Partners' NCI4

$

441

$

(1,208)

$

(767)

Add:

Partners' share of interest expense2

8,466

2,272

10,738

Partners' share of depreciation and amortization expense after BXP's basis differential1

7,826

14,654

22,480

Partners' share of EBITDAre

$

16,733

$

15,718

$

32,451

Reconciliation of Partners' share of NOI2

Rental revenue

$

28,598

$

31,569

$

60,167

Less: Termination income

-

321

321

Rental revenue (excluding termination income)

28,598

31,248

59,846

Less: Operating expenses (including partners' share of management and other fees)

11,879

15,882

27,761

Income allocation to private REIT shareholders

-

(21)

(21)

NOI (excluding termination income and after income allocation to private REIT shareholders)

$

16,719

$

15,387

$

32,106

Rental revenue (excluding termination income)

$

28,598

$

31,248

$

59,846

Less: Straight-line rent

5,704

(7,296)

(1,592)

Fair value lease revenue

247

49

296

Add: Lease transaction costs that qualify as rent inducements

120

-

120

Subtotal

$

22,767

$

38,495

$

61,262

Less: Operating expenses (including partners' share of management and other fees)

11,879

15,882

27,761

Income allocation to private REIT shareholders

-

(21)

(21)

NOI - cash (excluding termination income and after income allocation to private REIT shareholders)

$

10,888

$

22,634

$

33,522

Reconciliation of Partners' share of Revenue2

Rental revenue

$

28,598

$

31,569

$

60,167

Add: Development and management services revenue

-

1

1

Revenue

$

28,598

$

31,570

$

60,168

44

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES AND OTHER FINANCIAL INFORMATION (UNAUDITED)

Joint Ventures ("JVs") - Unconsolidated (unaudited and in thousands)

Results of Operations for the three months ended June 30, 2020

500 North

Santa

Total

Market

Metropolitan

901 New

Annapolis

Colorado

Monica

The Hub on

Gateway

Other Joint

Capitol

Business

Unconsolidated

Revenue

Square North

Square

York Avenue

Junction 1

Street, N.W.

Center

Park

Causeway

Commons

Ventures 2

Joint Ventures

Lease 3

$

5,627

$

4,210

$

5,961

$

1,947

$

4,352

$

19,740

$

14,910

$

8,005

$

11,706

$

1,136

$

77,594

Write-offs associated with accounts

(169)

-

(124)

-

(2)

-

(833)

(730)

-

-

(1,858)

receivable

Straight-line rent

1

2,147

558

42

(43)

(126)

1,657

1,624

381

3,648

9,889

Write-offs associated with straight-line rent

7

-

(435)

-

(113)

-

(123)

(696)

-

-

(1,360)

Fair value lease revenue

-

-

-

-

-

9

805

-

120

-

934

Termination income

-

-

-

-

-

-

-

-

-

-

-

Total lease revenue

5,466

6,357

5,960

1,989

4,194

19,623

16,416

8,203

12,207

4,784

85,199

Parking and other

209

146

204

-

17

1,706

1,329

143

1

533

4,288

Total rental revenue

5,675

6,503

6,164

1,989

4,211

21,329

17,745

8,346

12,208

5,317

89,487

Expenses

4

Operating

2,309

3,019

3,012

817

1,703

5,373

6,517

4,079

4,126

2,530

33,485

Net Operating Income

3,366

3,484

3,152

1,172

2,508

15,956

11,228

4,267

8,082

2,787

56,002

Other income/(expense)

Development and management services

3

-

-

6

-

-

-

-

-

-

9

income

Interest and other income

8

-

(8)

8

3

20

-

9

-

27

67

Interest expense

(1,416)

(2,901)

(2,063)

(370)

(1,116)

(4,979)

(6,962)

(2,357)

-

(1,142)

(23,306)

Depreciation and amortization expense

(1,179)

(2,798)

(1,456)

(662)

(872)

(5,625)

(8,762)

(4,763)

(8,405)

(2,868)

(37,390)

General and administrative expense

-

(21)

(14)

-

-

(8)

(165)

-

(1)

(10)

(219)

Gain on sale of real estate

-

-

-

11,530

-

-

-

-

-

190

11,720

Total other income/(expense)

(2,584)

(5,720)

(3,541)

10,512

(1,985)

(10,592)

(15,889)

(7,111)

(8,406)

(3,803)

(49,119)

Net income/(loss)

$

782

$

(2,236)

$

(389)

$

11,684

$

523

$

5,364

$

(4,661)

$

(2,844)

$

(324)

$

(1,016)

$

6,883

BXP's economic ownership percentage

50 %

20 %

50 %

50 %

30 %

50 %

55 %

50 %

55 %

BXP's share of select items

BXP's share of write-offs associated with

$

85

$

-

$

62

$

-

$

1

$

-

$

458

$

365

$

-

$

-

$

971

accounts receivable

BXP's share of write-offs associated with

$

(4)

$

-

$

218

$

-

$

34

$

-

$

68

$

348

$

-

$

-

$

664

straight-line rents

BXP's share of parking and other revenue

$

105

$

29

$

102

5

$

-

$

5

$

853

$

731

$

72

$

1

$

186

$

2,084

BXP's share of amortization of financing costs

$

10

$

63

$

22

$

22

$

4

$

13

$

72

$

180

$

-

$

152

$

538

BXP's share of capitalized interest

$

-

$

5

$

-

5

$

-

$

-

$

-

$

-

$

431

$

-

$

848

$

1,284

Reconciliation of BXP's share of EBITDAre

5

Income/(loss) from unconsolidated joint ventures

$

345

$

(445)

$

(125)

$

5,906

$

159

$

1,660

$

(2,559)

$

(1,319)

$

(1,446)

$

(344)

$

1,832

Add:

5

BXP's share of interest expense

708

580

1,032

185

335

2,490

3,829

1,179

-

571

10,909

BXP's share of depreciation and amortization

5

6

expense

635

556

654

335

259

4,706

4,811

2,279

5,556

1,221

21,012

Less:

5

BXP's share of gain on sale of real estate

-

-

-

5,833

-

-

-

-

-

113

5,946

5

BXP's share of EBITDAre

$

1,688

$

691

$

1,561

$

593

$

753

$

8,856

$

6,081

$

2,139

$

4,110

$

1,335

$

27,807

45

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES AND OTHER FINANCIAL INFORMATION (UNAUDITED)

Joint Ventures ("JVs") - Unconsolidated (unaudited and in thousands)

Results of Operations for the three months ended June 30, 2020

Santa

Total

Reconciliation of BXP's share of Net Operating Income/

Market

Metropolitan

901 New

Annapolis

Colorado

Monica

The Hub on

Gateway

Other Joint

Dock 72

Business

Unconsolidated

(Loss)

Square North

Square

York Avenue

Junction1

Center

Park

Causeway

Commons

Ventures2

Joint Ventures

BXP's share of rental revenue

$

2,838

$

1,301

$

3,082

5

$

995

$

1,263

$

11,537

6

$

9,760

$

4,173

$

6,396

$

2,530

$

43,875

BXP's share of operating expenses

1,155

604

1,506

5

409

511

2,687

3,584

2,040

2,269

1,199

15,964

BXP's share of net operating income/(loss)

1,683

697

1,576

5

586

752

8,850

6

6,176

2,133

4,127

1,331

27,911

Less:

BXP's share of termination income

-

-

-

5

-

-

-

-

-

-

-

-

BXP's share of net operating income/(loss) (excluding

1,683

697

1,576

5

586

752

8,850

6

6,176

2,133

4,127

1,331

27,911

termination income)

Less:

BXP's share of straight-line rent

4

429

62

5

21

(47)

372

6

844

464

158

1,824

4,131

BXP's share of fair value lease revenue

-

-

-

5

-

-

442

6

443

-

(200)

-

685

Add:

BXP's share of straight-line ground rent adjustment

-

-

-

5

-

-

-

-

-

-

41

41

BXP's share of lease transaction costs that qualify as

-

86

2

5

-

-

-

52

-

(327)

-

(187)

rent inducements

BXP's share of net operating income/(loss) - cash

$

1,679

$

354

$

1,516

5

$

565

$

799

$

8,036

6

$

4,941

$

1,669

$

3,842

$

(452)

$

22,949

(excluding termination income)

Reconciliation of BXP's share of Revenue

BXP's share of rental revenue

$

2,838

$

1,301

$

3,082

5

$

995

$

1,263

$

11,537

6

$

9,760

$

4,173

$

6,396

$

2,530

$

43,875

Add:

BXP's share of development and management

2

-

-

5

3

-

-

-

-

-

-

5

services revenue

BXP's share of revenue

$

2,840

$

1,301

$

3,082

5

$

998

$

1,263

$

11,537

6

$

9,760

$

4,173

$

6,396

$

2,530

$

43,880

  1. Annapolis Junction includes three in-service properties and two undeveloped land parcels
  2. Includes 1001 6th Street, Dock 72, 7750 Wisconsin Avenue, 1265 Main Street, Wisconsin Place Parking Facility, 3 Hudson Boulevard, 540 Madison Avenue and Platform 16.
  3. Lease revenue includes recoveries from tenants and service income from tenants.
  4. Includes approximately $80 of straight-line ground rent expense.
  5. Reflects the allocation percentages pursuant to the achievement of specified investment return thresholds as provided for in the joint venture agreement.
  6. The Company's purchase price allocation under ASC 805 for Colorado Center differs from the historical basis of the venture resulting in the majority of the basis differential for this venture.

46

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES AND OTHER FINANCIAL INFORMATION (UNAUDITED)

Net Operating Income (NOI) (in thousands)

Quarter ended

June 30, 2020

Net income attributable to Boston Properties, Inc. common shareholders

$

266,525

Preferred dividends

2,625

Net income attributable to Boston Properties, Inc.

269,150

Net income attributable to noncontrolling interests:

Noncontrolling interest - common units of the Operating Partnership

30,197

Noncontrolling interests in property partnerships

(767)

Net income

298,580

Add:

Interest expense

107,142

Depreciation and amortization expense

178,188

Transaction costs

332

Payroll and related costs from management services contracts

2,484

General and administrative expense

37,743

Less:

Interest and other income (loss)

1,305

Gains (losses) from investments in securities

4,552

Gains (losses) on sales of real estate

203,767

Income (loss) from unconsolidated joint ventures ("JVs")

1,832

Direct reimbursements of payroll and related costs from management services contracts

2,484

Development and management services revenue

8,125

Consolidated NOI

402,404

Add:

BXP's share of NOI from unconsolidated JVs1

27,911

Less:

Partners' share of NOI from consolidated JVs (after income allocation to private REIT shareholders)2

32,427

Termination income

3,309

Add:

Partners' share of termination income from consolidated JVs2

321

BXP's Share of NOI (excluding termination income) (A)

$

394,900

1See "Joint Ventures-Unconsolidated" in this Appendix. Annualized amounts represent amounts for the quarter ended June 30, 2020, multiplied by four (4). 2See "Joint Ventures-Consolidated" in this Appendix. Annualized amounts represent amounts for the quarter ended June 30, 2020, multiplied by four (4).

47

Disclaimer

Boston Properties Inc. published this content on 30 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 September 2020 13:59:01 UTC


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