3. Real Estate

Boston Properties, Inc.

Real estate consisted of the following at December 31, 2018 and December 31, 2017 (in thousands):



	2018			2017
Land	$	5,072,568		$	5,080,679
Land held for future development (1)	200,498			204,925
Buildings and improvements	13,356,751			12,284,164
Tenant improvements	2,396,932			2,219,608
Furniture, fixtures and equipment	44,351			37,928
Construction in progress	578,796			1,269,338
Total	21,649,896			21,096,642
Less: Accumulated depreciation	(4,897,777		)	(4,589,634		)
	$	16,752,119		$	16,507,008

_______________


(1)	Includes pre-development costs.

Boston Properties Limited Partnership

Real estate consisted of the following at December 31, 2018 and December 31, 2017 (in thousands):



	2018			2017
Land	$	4,971,475		$	4,976,303
Land held for future development (1)	200,498			204,925
Buildings and improvements	13,059,488			11,977,062
Tenant improvements	2,396,932			2,219,608
Furniture, fixtures and equipment	44,351			37,928
Construction in progress	578,796			1,269,338
Total	21,251,540			20,685,164
Less: Accumulated depreciation	(4,800,475		)	(4,496,959		)
	$	16,451,065		$	16,188,205

_______________


(1)	Includes pre-development costs.

Development/Redevelopment

On January 24, 2018, the Company entered into a lease agreement with an affiliate of Leidos Holdings, Inc. for a build-to-suit project with approximately 276,000 net rentable square feet of Class A office space at the Company's 17Fifty Presidents Street development project located in Reston, Virginia. Concurrently with the execution of the lease, the Company commenced development of the project and expects the building to be completed and available for occupancy during the second quarter of 2020.

On January 31, 2018, the Company partially placed in-service its Signature at Reston development project comprised of 508 apartment units and retail space aggregating approximately 518,000 square feet located in Reston, Virginia. This project was completed and fully placed in-service on June 7, 2018.

On February 23, 2018, the Company entered into a lease agreement with Fannie Mae to lease approximately 850,000 net rentable square feet of Class A office space at the Company's Reston Gateway development project located in Reston, Virginia. The initial phase of the project will consist of two Class A office buildings aggregating approximately 1.1 million net rentable square feet. On August 31, 2018, the Company commenced development of the project.

On June 20, 2018, the Company partially placed in-service its Proto Kendall Square development project comprised of 280 apartment units and retail space aggregating approximately 167,000 square feet located in Cambridge, Massachusetts. This project was completed and fully placed in-service on September 1, 2018.

On August 7, 2018, the Company entered into an agreement with a third party to (1) share certain pre-development costs during the pre-lease period and (2) to form a joint venture to thereafter own and develop a leasehold interest in 343 Madison Avenue located in New York City, which will support a Class A office tower with approximately 850,000 net rentable square feet. The Company will serve as development manager of the project and will own a 55% interest in the joint venture. In 2016, the Company was selected by the Metropolitan Transportation Authority ("MTA") as the developer of the project and will enter into a pre-lease agreement and a 99-year ground lease with the MTA for the site. There can be no assurances that the transaction will be completed on the terms currently contemplated, or at all.

On November 9, 2018, the Company completed and fully placed in-service 191 Spring Street, a Class A office redevelopment project with approximately 171,000 square feet located in Lexington, Massachusetts.

On December 1, 2018, a consolidated entity in which the Company has a 95% interest completed and fully placed in-service Salesforce Tower, a Class A office project with approximately 1,421,000 net rentable square feet located in San Francisco, California (See Notes 10 and 19).

Ground Lease

On November 29, 2018, the Company executed a 65-year ground lease for land totaling approximately 5.6 acres at Platform 16 located in San Jose, California, which will support approximately 1.1 million square feet of commercial office space. The ground lease provides the Company with the right to purchase the land during a 12-month period commencing in the 13th month following the rent commencement date at a purchase price of approximately $134.8 million. The Company made a deposit totaling $15.0 million, which deposit may only be credited against the purchase price of the land. The Company’s option to purchase the land is considered a bargain purchase option and as a result, the Company has concluded that the lease should be accounted for as a capital lease. At the inception of the ground lease only a portion of the land was available for lease from the lessor (See Note 19). As a result, the Company recorded an approximately $12.4 million capital lease asset and liability, which is reflected within Real Estate (Land Held for Future Development) and Other Liabilities on the Company’s Consolidated Balance Sheets, reflecting the portion of the land available for lease from the lessor under the ground lease. Capital lease assets and liabilities are accounted for at the lower of fair market value or the present value of future minimum lease payments. The capital lease is for land only. Therefore, the Company will not depreciate the capital lease asset because land is assumed to have an indefinite life.

As of November 29, 2018, future minimum lease payments related to the recognized portion of the capital lease are as follows (in thousands):



Period from November 29, 2018 through December 31, 2018	$	1,385
2019	427
2020	11,132
Total expected minimum lease payments	12,944
Interest portion	(547		)
Present value of expected net minimum lease payments	$	12,397

Dispositions

On January 9, 2018, the Company completed the sale of its 500 E Street, S.W. property located in Washington, DC for a net contract sale price of approximately $118.6 million. Net cash proceeds totaled approximately $116.1 million, resulting in a gain on sale of real estate totaling approximately $96.4 million for Boston Properties, Inc. and approximately $98.9 million for Boston Properties Limited Partnership. 500 E Street, S.W. is an approximately 262,000 net rentable square foot Class A office property. 500 E Street, S.W. contributed approximately $0.1 million of net income to the Company for the period from January 1, 2018 through January 8, 2018 and contributed approximately $6.5 million and $7.6 million of net income to the Company for the years ended December 31, 2017 and 2016, respectively.

On May 24, 2018, the Company completed the sale of its 91 Hartwell Avenue property located in Lexington, Massachusetts for a gross sale price of approximately $22.2 million. Net cash proceeds totaled approximately $21.7 million, resulting in a gain on sale of real estate totaling approximately $15.5 million for Boston Properties, Inc. and approximately $15.9 million for Boston Properties Limited Partnership. 91 Hartwell Avenue is an approximately 119,000 net rentable square foot Class A office property. 91 Hartwell Avenue contributed approximately $0.3 million of net income to the Company for the period from January 1, 2018 through May 23, 2018 and contributed approximately $0.5 million and $0.4 million of net income to the Company for the years ended December 31, 2017 and 2016, respectively.

On September 27, 2018, the Company completed the sale of its Quorum Office Park property located in Chelmsford, Massachusetts for a gross sale price of approximately $35.3 million. Net cash proceeds totaled approximately $34.3 million, resulting in a gain on sale of real estate totaling approximately $7.9 million for Boston Properties, Inc. and approximately $9.2 million for Boston Properties Limited Partnership. Quorum Office Park is an approximately 268,000 net rentable square foot Class A office property. Quorum Office Park contributed approximately $0.7 million of net income to the Company for the period from January 1, 2018 through September 26, 2018 and contributed approximately $0.9 million and $0.9 million of net income to the Company for the years ended December 31, 2017 and 2016, respectively.

On November 30, 2018, the Company completed the sale of its 1333 New Hampshire Avenue property located in Washington, DC for a gross sale price of approximately $142.0 million, including the retention of a $5.5 million future payment by the anchor tenant. Net cash proceeds totaled approximately $133.7 million, resulting in a gain on sale of real estate totaling approximately $44.4 million for Boston Properties, Inc. and approximately $48.4 million for Boston Properties Limited Partnership. 1333 New Hampshire Avenue is an approximately 315,000 net rentable square foot Class A office property. 1333 New Hampshire Avenue contributed approximately $6.7 million of net income to the Company for the period from January 1, 2018 through November 29, 2018 and contributed approximately $7.4 million and $6.1 million of net income to the Company for the years ended December 31, 2017 and 2016, respectively.

On December 13, 2018, the Company completed the sale of its 6595 Springfield Center Drive development project located in Springfield, Virginia, for a sale price of approximately $98.1 million, consisting of the land and project costs incurred through the closing date. Net cash proceeds totaled approximately $97.1 million. Concurrently with the sale, the Company agreed to act as development manager and has guaranteed the completion of the project. The book value of the property exceeded its estimated fair value prior to the sale, and as a result, the Company recognized an impairment loss totaling approximately $8.7 million during the three months ended December 31, 2018. 6595 Springfield Center Drive is an approximately 634,000 net rentable square foot Class A office project.

On December 20, 2018, the Company completed the sale of a 41-acre parcel of land at its Tower Oaks property located in Rockville, Maryland for a gross sale price of approximately $46.0 million. Net cash proceeds totaled approximately $25.9 million, resulting in a gain on sale of real estate totaling approximately $15.7 million. The Company agreed to provide seller financing to the buyer totaling $21.0 million, which is collateralized by a portion of the land parcel that secures the loan, bears interest at an effective rate of 1.92% per annum and matures on December 20, 2021. The loan has been reflected as Note Receivable on the Company’s Consolidated Balance Sheets. The Company's policy is to record notes receivable at their unamortized cost, net of any unamortized deferred fees or costs, premiums or discounts and an allowance for loan losses. Loan fees and direct costs associated with loans originated by the Company are deferred and amortized over the term of the note as a component of interest income.

During the three months ended December 31, 2018, the Company reevaluated its strategy for the sale of its 2600 Tower Oaks Boulevard property. Based on a shorter than expected hold period, the Company reduced the carrying value of the property to its estimated fair value at December 31, 2018 and recognized an impairment loss totaling approximately $3.1 million for Boston Properties, Inc. and approximately $1.5 million for Boston Properties Limited Partnership. The Company’s estimated fair value was based on a pending offer for the sale of the property. 2600 Tower Oaks Boulevard is an approximately 179,000 net rentable square foot Class A office property (See Note 19).