
					Carrying Value of Investment (1)
Entity	Properties	Nominal % Ownership			September 30, 2023		December 31, 2022
					(in thousands)
Square 407 Limited Partnership	Market Square North	50.00	%		$	(6,020)	$	(6,198)
BP/CRF Metropolitan Square LLC	Metropolitan Square	20.00	%	(2)	—		(37,629)
901 New York, LLC	901 New York Avenue	25.00	%	(3)	(11,944)		(12,493)
WP Project Developer LLC	Wisconsin Place Land and Infrastructure	33.33	%	(4)	30,890		31,971
500 North Capitol Venture LLC	500 North Capitol Street, NW	30.00	%		(9,815)		(9,185)
501 K Street LLC	1001 6th Street	50.00	%		44,506		42,922
Podium Developer LLC	The Hub on Causeway - Podium	50.00	%		46,811		46,839
Residential Tower Developer LLC	Hub50House	50.00	%		45,413		45,414
Hotel Tower Developer LLC	The Hub on Causeway - Hotel Air Rights	50.00	%		12,033		12,366
Office Tower Developer LLC	100 Causeway Street	50.00	%		58,174		59,716
1265 Main Office JV LLC	1265 Main Street	50.00	%		3,564		3,465
BNY Tower Holdings LLC	Dock 72	50.00	%	(5)	(12,195)		(19,921)

CA-Colorado Center, LLC	Colorado Center	50.00	%		237,286		233,862
7750 Wisconsin Avenue LLC	7750 Wisconsin Avenue	50.00	%		50,442		52,152
BP-M 3HB Venture LLC	3 Hudson Boulevard	25.00	%		115,142		116,397
SMBP Venture LP	Santa Monica Business Park	55.00	%		158,561		164,735
Platform 16 Holdings LP	Platform 16	55.00	%	(6)(7)	35,719		158,109
Gateway Portfolio Holdings LLC	Gateway Commons	50.00	%		362,995		324,038
Rosecrans-Sepulveda Partners 4, LLC	Beach Cities Media Campus	50.00	%		27,021		27,000
Safeco Plaza REIT LLC	Safeco Plaza	33.67	%	(7)(8)	42,330		69,785
360 PAS Holdco LLC	360 Park Avenue South	42.21	%	(7)(9)	59,979		114,992
PR II/BXP Reston Gateway LLC	Skymark - Reston Next Residential	20.00	%		14,551		11,351
751 Gateway Holdings LLC	751 Gateway	49.00	%		90,733		80,714
200 Fifth Avenue JV LLC	200 Fifth Avenue	26.69	%	(7)	83,244		120,083
ABXP Worldgate Investments LLC	13100 and 13150 Worldgate Drive	50.00	%		17,428		N/A
					$	1,496,848	$	1,630,485

(9)The Company’s ownership includes (1) a 35.79% direct interest in the joint venture, (2) an additional 5.837% indirect ownership in the joint venture, and (3) an additional 1% interest in each of the two entities through which each partner owns its interest in the joint venture. The Company’s partners will fund required capital until their aggregate investment is approximately 58% of all capital contributions; thereafter, the partners will fund required capital according to their percentage interests.

Certain of the Company’s unconsolidated joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint ventures. Under certain of the Company’s joint venture agreements, if certain return thresholds are achieved, the partners or the Company will be entitled to an additional promoted interest or payments.


	September 30, 2023		December 31, 2022
	(in thousands)
ASSETS
Real estate and development in process, net (1)	$	6,852,171	$	6,537,554
Other assets	812,748		756,786
Total assets	$	7,664,919	$	7,294,340
LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY
Mortgage and notes payable, net	$	4,048,987	$	4,022,746
Other liabilities (2)	782,238		716,271
Members’/Partners’ equity	2,833,694		2,555,323
Total liabilities and members’/partners’ equity	$	7,664,919	$	7,294,340
Company’s share of equity	$	1,331,257	$	1,238,929
Basis differentials (3)	165,591		391,556
Carrying value of the Company’s investments in unconsolidated joint ventures (4)	$	1,496,848	$	1,630,485

(3)This amount represents the aggregate difference between the Company’s historical cost basis and the basis reflected at the joint venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials result from impairments of investments, acquisitions through joint ventures with no change in control and upon the transfer of assets that were previously owned by the Company into a joint venture. During the three months ended September 30, 2023, the Company recognized an other-than-temporary impairment loss on its investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza of approximately $155.2 million, $54.0 million, $33.4 million and $29.9 million, respectively, as well as a $35.8 million gain on investment related to Metropolitan Square, as described below in this Note 5. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the joint venture level. The majority of the Company’s basis differences are as follows:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	(in thousands)
Total revenue (1)	$	153,551	$	127,996	$	469,745	$	373,358
Expenses
Operating	65,119		52,886		183,348		143,880
Transaction costs	78		(65)		179		746
Depreciation and amortization	49,840		44,132		151,051		132,089
Total expenses	115,037		96,953		334,578		276,715
Other income (expense)
Loss from early extinguishment of debt	—		—		(3)		(1,327)
Interest expense	(60,737)		(40,678)		(176,786)		(103,270)
Unrealized gain on derivative instruments	10,242		—		14,089		—

Net loss	$	(11,981)	$	(9,635)	$	(27,533)	$	(7,954)

Company’s share of net income (loss)	$	(4,476)	$	(2,251)	$	(10,739)	$	2,225
Gain on investment (2)	35,756		—		35,756		—
Impairment losses on investments (3)	(272,603)		—		(272,603)		—
Basis differential (4)	(6,233)		(1,273)		(14,207)		(3,614)
Loss from unconsolidated joint ventures	$	(247,556)	$	(3,524)	$	(261,793)	$	(1,389)

(4)Includes straight-line rent adjustments of approximately $0.4 million and $0.1 million for the three months ended September 30, 2023 and 2022, respectively, and approximately $1.1 million and $0.3 million for the nine months ended September 30, 2023 and 2022, respectively. Also includes net above-/below-market rent adjustments of approximately $0.2 million and $0.1 million for the three months ended September 30, 2023 and 2022, respectively, and approximately $0.6 million and $0.3 million for the nine months ended September 30, 2023 and 2022.

On January 31, 2023, the Company acquired a 50% interest in a joint venture that owns 13100 and 13150 Worldgate Drive located in Herndon, Virginia for a gross purchase price of approximately $17.0 million. The acquisition was completed with available cash. 13100 and 13150 Worldgate Drive consists of two vacant office buildings aggregating approximately 350,000 rentable square feet and a 1,200-space structured parking deck situated on a 10-acre site. The joint venture intends to redevelop the property for residential use. There can be no assurance that the joint venture will commence the development as currently contemplated or at all.

On April 21, 2023, a joint venture in which the Company owns a 50% interest exercised an option to extend the maturity date of the construction loan collateralized by its 7750 Wisconsin Avenue property. Prior to the extension, the loan had a total commitment amount of approximately $252.6 million, bore interest at a variable rate equal to London interbank offered rate (“LIBOR”) plus 1.25% per annum and was scheduled to mature on April 26, 2023, with two, one-year extension options, subject to certain conditions. The extended loan continued to bear interest at LIBOR plus 1.25% per annum through June 1, 2023 after which, the interest rate was converted to a variable rate equal to Term Secured Overnight Finance Rate (“SOFR”) plus 1.35% per annum. The extended loan

On June 5, 2023, a joint venture in which the Company owns a 30% interest repaid the existing construction loan collateralized by its 500 North Capitol Street, NW property and obtained new mortgage loans with related parties. At the time of the pay off, the outstanding balance of the loan totaled approximately $105.0 million and the loan was scheduled to mature on June 6, 2023. The new mortgage loans have an aggregate principal balance of $105.0 million, bear interest at a weighted average fixed rate of 6.83% per annum and mature on June 5, 2026. The Company’s portion of the mortgage loans, $10.5 million, has been reflected as a Related Party Note Receivable on the Company’s Consolidated Balance Sheets. 500 North Capitol Street, NW is an approximately 231,000 net rentable square foot premier workplace in Washington, DC.

On June 28, 2023, a joint venture in which the Company owns a 25% interest exercised an option to extend by 30 days the maturity date of the loan collateralized by its 3 Hudson Boulevard property. At the time of the extension, the outstanding balance of the loan totaled $80.0 million, bore interest at a variable rate equal to LIBOR plus 3.50% per annum and was scheduled to mature on July 13, 2023, with two extension options (30 days and 180 days, respectively), subject to certain conditions. Following the extension, the modified loan was scheduled to mature on August 13, 2023, with one 180-day extension option, subject to certain conditions. The extended loan continued to bear interest at a variable rate equal to LIBOR plus 3.50% per annum for the period from June 28, 2023 through July 6, 2023. For the period commencing on July 7, 2023 through the maturity date, the modified loan bore interest at a variable rate equal to Term SOFR plus approximately 3.61% per annum. On August 11, 2023, the joint venture exercised its second extension option of 180-days. The extended loan now matures on February 9, 2024. As of September 30, 2023, the loan had approximately $25.6 million of accrued interest due at the maturity date. 3 Hudson Boulevard consists of land and improvements held for future development located in New York, New York.

On July 28, 2023, a joint venture in which the Company has a 50% interest modified and exercised an option to extend by one year the maturity date of its loan collateralized by 100 Causeway Street. At the time of the modification and extension, the loan had an outstanding balance totaling approximately $340.6 million, bore interest at Term SOFR plus 1.60% per annum, and was scheduled to mature on September 5, 2023. Following the modification and extension, the loan had an outstanding balance of $336.6 million, which included an approximately $4.0 million principal repayment, bears interest at Term SOFR plus 1.48% per annum, and matures on September 5, 2024, with an additional one-year extension option, subject to certain conditions. 100 Causeway Street is an approximately 634,000 square foot premier workplace located in Boston, Massachusetts and is approximately 95% leased.

On September 6, 2023, a joint venture in which the Company has a 50% interest modified the loan collateralized by its Hub on Causeway - Podium property. At the time of the modification, the loan had an outstanding balance of approximately $174.3 million, bore interest at Term SOFR plus 2.35% per annum, and was scheduled to mature on September 6, 2023. Following the modification, the modified loan had an outstanding balance of $154.3 million, which included an approximately $20.0 million principal repayment, bears interest at Daily SOFR plus 2.50% per annum, and matures on September 8, 2025, with a one-year extension option, subject to certain conditions. On September 8, 2023, the joint venture entered into interest rate swap contracts with notional amounts aggregating approximately $154.3 million through September 2, 2025, resulting in a fixed interest rate of approximately 7.35% per annum through the expiration of the interest rate swap contracts. The Hub on Causeway - Podium is an approximately 383,000 square foot premier workplace located in Boston, Massachusetts and is approximately 94% leased.

On September 13, 2023, a joint venture in which the Company owned a 20% equity interest completed the first step of a two-step restructuring of its ownership in Metropolitan Square. The two-step restructuring will result in (i) an affiliate of the existing mezzanine lender purchasing the property and becoming the new property owner and the Company no longer having an equity interest in the property and (ii) the Company becoming a co-lender of up to $20.0 million under a new $100.0 million mezzanine loan (“New Mezz Loan”). Prior to the restructuring, the property was encumbered by an aggregate of $420.0 million of debt, consisting of a senior loan with an outstanding principal balance of $305.0 million (“Senior Loan”) and the existing $115.0 million mezzanine loan (“Existing Mezz Loan”). Step one of the restructuring was completed on September 13, 2023, and resulted in, among other things,

(i) the cessation of the Company’s obligation to fund future investments through its then 20% equity interest, which caused the Company to recognize a gain on investment of approximately $35.8 million related to its deficit investment balance, which was primarily due to excess distributions, and (ii) the removal of the property from the Company’s in-service portfolio. Metropolitan Square is a 657,000 net rentable square foot premier workplace located at 655 15th Street, NW in the heart of downtown Washington, DC. See Note 14 for a description of step two of the restructuring.

The Company’s investments in unconsolidated joint ventures are reviewed for indicators of impairment on a quarterly basis and the Company records impairment charges when events or circumstances indicate that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary. During the three months ended September 30, 2023, the Company continued to evaluate declining market conditions and underlying key assumptions of certain investments in unconsolidated joint ventures, including the receipt and consideration of certain third-party joint venture property appraisals. Such evaluation of key impairment indicators resulted in the Company determining that the decline in value, for certain joint venture properties, was other-than-temporary and therefore the Company recorded impairment charges during the three months ended September 30, 2023, as described below.

During the three months ended June 30, 2023, a joint venture in which the Company has a 55% interest elected to pause vertical construction on Platform 16 in San Jose, California. Platform 16 was planned to be constructed in phases to best accommodate market demand. The first phase of the development project included the construction of an approximately 390,000 net rentable square foot premier workplace building and below-grade parking garage. The joint venture intends to complete the construction of the below-grade parking garage and building foundation elements over the next several months to facilitate a restart of construction in the future as demand improves. Upon electing to pause vertical construction, the Company performed an analysis to determine if there was an other-than temporary impairment. Based on the market rent assumptions and new expected timeline for completion of the project, as of June 30, 2023, the Company concluded there was not an other-than temporary impairment present. During the three months ended September 30, 2023, the real estate and leasing conditions in the San Jose, California market continued to deteriorate and the Company further extended its construction pause assumption. These conditions, combined with a decrease in market rent assumptions, resulted in the Company recognizing a non-cash impairment charge totaling approximately $155.2 million, which represented the decline in the fair value below the carrying value of the Company’s investment in the unconsolidated joint venture that owns Platform 16. The Company determined that its investment was categorized within Level 3 of the fair value hierarchy, as it utilized significant unobservable inputs in its assessment, including an exit capitalization rate of 6.0%, and a discount rate of 12.0%.

During the three months ended September 30, 2023, the Company recognized a non-cash impairment charge totaling approximately $54.0 million, which represented the decline in the fair value below the carrying value of the Company’s investment in the unconsolidated joint venture that owns 360 Park Avenue South. The Company assessed the impairment and concluded that it was other than temporary. The Company determined that its investment was categorized within Level 3 of the fair value hierarchy, as it utilized significant unobservable inputs in its assessment, including an exit capitalization rate of 5.5% and leasing the currently available space over a longer period of time ending in 2026. 360 Park Avenue South is currently under redevelopment to be a premier workplace with approximately 450,000 net rentable square feet located in New York City, New York.

During the three months ended September 30, 2023, the Company recognized a non-cash impairment charge totaling approximately $33.4 million, which represented the decline in the fair value below the carrying value of the Company’s investment in the unconsolidated joint venture that owns 200 Fifth Avenue. The Company assessed the impairment and concluded that it was other than temporary. The Company determined that its investment was categorized within Level 3 of the fair value hierarchy, as it utilized significant unobservable inputs in its assessment, including an exit capitalization rate of 5.0% and a discount rate of 8.0%. 200 Fifth Avenue is a premier workplace with approximately 855,000 net rentable square feet located in New York City, New York.

During the three months ended September 30, 2023, the Company recognized a non-cash impairment charge totaling approximately $29.9 million, which represented the decline in the fair value below the carrying value of the Company’s investment in the unconsolidated joint venture that owns Safeco Plaza. The Company assessed the impairment and concluded that it was other than temporary. The Company determined that its investment was categorized within Level 3 of the fair value hierarchy, as it utilized significant unobservable inputs in its assessment, including an exit capitalization rate of 5.5%, a discount rate of 8.0% and a major lobby and repositioning renovation.