UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~June 30, 2023~~March 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-13087 (Boston Properties, Inc.)

Commission File Number: 0-50209 (Boston Properties Limited Partnership)

BOSTON PROPERTIES, INC.

BOSTON PROPERTIES LIMITED PARTNERSHIP

(Exact name of Registrants as specified in its charter)


Boston Properties, Inc.	Delaware	04-2473675
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Boston Properties Limited Partnership	Delaware	04-3372948
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Prudential Center, 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103

(Address of principal executive offices) (Zip Code)

(617) 236-3300

(Registrants’ telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Registrant

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Boston Properties, Inc.

Common Stock, par value $0.01 per share

BXP

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Boston Properties, Inc.: Yes x No ☐ Boston Properties Limited Partnership: Yes x No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Boston Properties, Inc.: Yes x No ☐ Boston Properties Limited Partnership: Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Boston Properties, Inc.:

Large accelerated filer x Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

Boston Properties Limited Partnership:

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer x Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Boston Properties, Inc. ☐ Boston Properties Limited Partnership ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Boston Properties, Inc.: Yes ☐ No x Boston Properties Limited Partnership: Yes ☐ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Boston Properties, Inc.	Common Stock, par value $0.01 per share	~~156,864,549~~157,058,652
(Registrant)	(Class)	(Outstanding on ~~July 28, 2023)~~May 2, 2024)

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EXPLANATORY NOTE

This report combines the Quarterly Reports on Form 10-Q for the period ended ~~June 30, 2023~~March 31, 2024 of Boston Properties, Inc. and Boston Properties Limited Partnership. Unless stated otherwise or the context otherwise requires, references to “BXP” mean Boston Properties, Inc., a Delaware corporation and real estate investment trust (“REIT”), and references to “BPLP” and the “Operating Partnership” mean Boston Properties Limited Partnership, a Delaware limited partnership. BPLP is the entity through which BXP conducts substantially all of its business and owns, either directly or through subsidiaries, substantially all of its assets. BXP is the sole general partner and also a limited partner of BPLP. As the sole general partner of BPLP, BXP has exclusive control of BPLP’s day-to-day management. Therefore, unless stated otherwise or the context requires, references to the “Company,” “we,” “us” and “our” mean collectively BXP, BPLP and those entities/subsidiaries consolidated by BXP.

As of ~~June 30, 2023,~~March 31, 2024, BXP owned an approximate ~~89.4%~~89.1% ownership interest in BPLP. The remaining approximate ~~10.6%~~10.9% interest was owned by limited partners. The other limited partners of BPLP (1) contributed their direct or indirect interests in properties to BPLP in exchange for common ~~units or preferred~~ units of limited partnership interest in BPLP or (2) received long-term incentive plan units of BPLP pursuant to BXP’s Stock Option and Incentive Plans, or both. Under the limited partnership agreement of BPLP, unitholders may present their common units of BPLP for redemption at any time (subject to restrictions agreed upon at the time of issuance of the units that may restrict such right for a period of time, generally one year from issuance). Upon presentation of a common unit for redemption, BPLP must redeem the unit for cash equal to the then value of a share of BXP’s common stock. In lieu of a cash redemption by BPLP, however, BXP may elect to acquire any common units so tendered by issuing shares of BXP common stock in exchange for the common units. If BXP so elects, its common stock will be exchanged for common units on a one-for-one basis. This one-for-one exchange ratio is subject to specified adjustments to prevent dilution. BXP generally expects that it will elect to issue its common stock in connection with each such presentation for redemption rather than having BPLP pay cash. With each such exchange or redemption, BXP’s percentage ownership in BPLP will increase. In addition, whenever BXP issues shares of its common stock other than to acquire common units of BPLP, BXP must contribute any net proceeds it receives to BPLP and BPLP must issue to BXP an equivalent number of common units of BPLP. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.

The Company believes that combining the Quarterly Reports on Form 10-Q of BXP and BPLP into this single report:

•enhances investors’ understanding of BXP and BPLP by enabling them to view the business as a whole in the same manner as management views and operates the business;

•eliminates duplicative disclosure and provides a more concise and readable presentation because a substantial portion of the disclosure applies to both BXP and BPLP; and

•creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

The Company believes it is important to understand the few differences between BXP and BPLP in the context of how BXP and BPLP operate as a consolidated company. The financial results of BPLP are consolidated into the financial statements of BXP. BXP does not have any other significant assets, liabilities or operations, other than its investment in BPLP, nor does it have employees of its own. BPLP, not BXP, generally executes all significant business relationships other than transactions involving the securities of BXP. BPLP holds substantially all of the assets of BXP, including ownership interests in subsidiaries and joint ventures. BPLP conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity issuances by BXP, which are contributed to the capital of BPLP in exchange for common or preferred units of partnership in BPLP, as applicable, BPLP generates all remaining capital required by the Company’s business. These sources include working capital, net cash provided by operating activities, borrowings under its credit facilities, the issuance of secured and unsecured debt and equity securities and proceeds received from the disposition of certain properties and interests in joint ventures.

Shareholders’ equity, partners’ capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of BXP and BPLP. The limited partners of BPLP are accounted for as partners’ capital in BPLP’s financial statements and as noncontrolling interests in BXP’s financial statements. The noncontrolling interests in BPLP’s financial statements include the interests of unaffiliated partners in various consolidated partnerships. The noncontrolling interests in BXP’s financial statements include the same

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noncontrolling interests in BPLP and limited partners of BPLP. The differences between shareholders’ equity and partners’ capital result from differences in the equity issued by each of BXP and BPLP.

In addition, the consolidated financial statements of BXP and BPLP differ in total real estate assets resulting from previously applied acquisition accounting by BXP for the issuance of common stock in connection with non-sponsor redemptions of common units of BPLP. This accounting resulted in a step-up of the real estate assets of BXP at the time of such redemptions, resulting in a difference between the net real estate of BXP as compared to BPLP of approximately ~~$246.4~~$241.2 million, or ~~1.3%~~1.2% at ~~June 30, 2023,~~March 31, 2024, and a corresponding difference in depreciation expense, impairment losses and gains on sales of real estate upon the sale of these properties having an allocation of the real estate step-up. The acquisition accounting was nullified on a prospective basis beginning in 2009 as a result of the Company’s adoption of a new accounting standard requiring any subsequent redemptions to be accounted for solely as an equity transaction.

To help investors better understand the key differences between BXP and BPLP, the following items in this report present information separately for BXP and BPLP:

• Item 1. Financial Statements (unaudited), which includes the following specific disclosures for BXP and BPLP:

• Note 3. Real Estate;

• Note 10. Stockholders’ Equity / Partners’ Capital;

• Note 11. Segment Information; and

• Note 12. Earnings Per Share / Common Unit

• Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Liquidity and Capital Resources, includes information specific to each entity, where applicable.

This report also includes separate Part I - Item 4. Controls and Procedures and Part II - Item 2. Unregistered Sales of Equity Securities and Use of Proceeds sections for each of BXP and BPLP, as well as separate Exhibits 31 and 32 certifications for each of BXP and BPLP.

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BOSTON PROPERTIES, INC. AND BOSTON PROPERTIES LIMITED PARTNERSHIP

FORM 10-Q

for the quarter ended ~~June 30, 2023~~March 31, 2024

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		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements (unaudited)	1

Boston Properties, Inc.


	a) Consolidated Balance Sheets as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023	1
	b) Consolidated Statements of Operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	3
	c) Consolidated Statements of Comprehensive Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	4
	d) Consolidated Statements of Equity for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	5
	e) Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	76

Boston Properties Limited Partnership


	a) Consolidated Balance Sheets as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023	98
	b) Consolidated Statements of Operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	1110
	c) Consolidated Statements of Comprehensive Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	1211
	d) Consolidated Statements of Capital and Noncontrolling Interests for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	1312
	e) Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	1513

Boston Properties, Inc. and Boston Properties Limited Partnership
	Notes to the Consolidated Financial Statements	1715

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4440
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	9781
ITEM 4.	Controls and Procedures	9882

PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	9983
ITEM 1A.	Risk Factors	9983
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9983
ITEM 3.	Defaults Upon Senior Securities	~~100~~84
ITEM 4.	Mine Safety Disclosures	~~100~~84
ITEM 5.	Other Information	~~100~~84
ITEM 6.	Exhibits	~~101~~85

SIGNATURES		~~102~~86

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PART I. FINANCIAL INFORMATION

ITEM 1—Financial Statements.

BOSTON PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited and in thousands, except for share and par value amounts)
June 30, 2023 December 31, 2022
ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $6,870,107 and $6,789,029 at June 30, 2023 and December 31, 2022, respectively) $ 25,762,722 $ 25,389,663
Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at June 30, 2023 and December 31, 2022, respectively) 237,526 237,510
Right of use assets - operating leases 166,421 167,351
Less: accumulated depreciation (amounts related to VIEs of $(1,434,592) and $(1,381,401) at June 30, 2023 and December 31, 2022, respectively) (6,568,568) (6,298,082)
Total real estate 19,598,101 19,496,442
Cash and cash equivalents (amounts related to VIEs of $256,201 and $259,658 at June 30, 2023 and December 31, 2022, respectively) 1,581,575 690,333
Cash held in escrows 46,915 46,479
Investments in securities 33,481 32,277
Tenant and other receivables, net (amounts related to VIEs of $13,921 and $16,521 at June 30, 2023 and December 31, 2022, respectively) 91,968 81,389
Related party note receivable, net 88,834 78,576
Sales-type lease receivable, net 13,250 12,811
Accrued rental income, net (amounts related to VIEs of $382,622 and $367,138 at June 30, 2023 and December 31, 2022, respectively) 1,318,320 1,276,580
Deferred charges, net (amounts related to VIEs of $172,655 and $176,597 at June 30, 2023 and December 31, 2022, respectively) 710,820 733,282
Prepaid expenses and other assets (amounts related to VIEs of $13,534 and $11,647 at June 30, 2023 and December 31, 2022, respectively) 77,457 43,589
Investments in unconsolidated joint ventures 1,780,959 1,715,911
Total assets $ 25,341,680 $ 24,207,669
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $3,274,764 and $3,272,368 at June 30, 2023 and December 31, 2022, respectively) $ 3,274,764 $ 3,272,368
Unsecured senior notes, net 10,985,395 10,237,968
Unsecured line of credit — —
Unsecured term loan, net 1,196,046 730,000
Lease liabilities - finance leases (amounts related to VIEs of $20,675 and $20,604 at June 30, 2023 and December 31, 2022, respectively) 251,874 249,335
Lease liabilities - operating leases 204,826 204,686
Accounts payable and accrued expenses (amounts related to VIEs of $57,852 and $29,466 at June 30, 2023 and December 31, 2022, respectively) 434,574 417,545
Dividends and distributions payable 171,465 170,643
Accrued interest payable 111,088 103,774
Other liabilities (amounts related to VIEs of $101,301 and $114,232 at June 30, 2023 and December 31, 2022, respectively) 418,813 450,918
Total liabilities 17,048,845 15,837,237
Commitments and contingencies (See Note 8)
Redeemable deferred stock units— 108,642 and 97,853 units outstanding at redemption value at June 30, 2023 and December 31, 2022, respectively 6,292 6,613


BOSTON PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for share and par value amounts)
	March 31, 2024		December 31, 2023
ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $7,376,175 and $7,054,075 at March 31, 2024 and December 31, 2023, respectively)	$	27,063,048	$	26,749,209
Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at March 31, 2024 and December 31, 2023, respectively)	401,486		401,680
Right of use assets - operating leases (amounts related to VIEs of $154,217 and $158,885 at March 31, 2024 and December 31, 2023, respectively)	344,255		324,298
Less: accumulated depreciation (amounts related to VIEs of $(1,538,940) and $(1,501,483) at March 31, 2024 and December 31, 2023, respectively)	(7,040,501)		(6,881,728)
Total real estate	20,768,288		20,593,459
Cash and cash equivalents (amounts related to VIEs of $298,548 and $245,317 at March 31, 2024 and December 31, 2023, respectively)	701,695		1,531,477
Cash held in escrows (amounts related to VIEs of $4,839 and $22,160 at March 31, 2024 and December 31, 2023, respectively)	64,939		81,090
Investments in securities	37,184		36,337
Tenant and other receivables, net (amounts related to VIEs of $27,792 and $27,987 at March 31, 2024 and December 31, 2023, respectively)	94,115		122,407
Note receivable, net	2,274		1,714
Related party note receivable, net	88,789		88,779
Sales-type lease receivable, net	13,943		13,704
Accrued rental income, net (amounts related to VIEs of $409,628 and $401,159 at March 31, 2024 and December 31, 2023, respectively)	1,390,217		1,355,212
Deferred charges, net (amounts related to VIEs of $194,489 and $175,383 at March 31, 2024 and December 31, 2023, respectively)	818,424		760,421
Prepaid expenses and other assets (amounts related to VIEs of $45,672 and $11,824 at March 31, 2024 and December 31, 2023, respectively)	146,286		64,230
Investments in unconsolidated joint ventures	1,399,824		1,377,319
Total assets	$	25,525,978	$	26,026,149
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $3,278,396 and $3,277,185 at March 31, 2024 and December 31, 2023, respectively)	$	4,368,367	$	4,166,379
Unsecured senior notes, net	9,794,527		10,491,617
Unsecured line of credit	—		—
Unsecured term loan, net	1,199,430		1,198,301
Lease liabilities - finance leases (amounts related to VIEs of $20,831 and $20,794 at March 31, 2024 and December 31, 2023, respectively)	415,888		417,961
Lease liabilities - operating leases (amounts related to VIEs of $148,706 and $145,826 at March 31, 2024 and December 31, 2023, respectively)	377,667		350,391
Accounts payable and accrued expenses (amounts related to VIEs of $112,385 and $59,667 at March 31, 2024 and December 31, 2023, respectively)	374,681		458,329
Dividends and distributions payable	172,154		171,176
Accrued interest payable	119,573		133,684
Other liabilities (amounts related to VIEs of $105,786 and $115,275 at March 31, 2024 and December 31, 2023, respectively)	417,978		445,947
Total liabilities	17,240,265		17,833,785

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BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands, except for share and par value amounts)

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands, except for share and par value amounts)

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands, except for share and par value amounts)

June 30, 2023

December 31, 2022

March 31, 2024

December 31, 2023

Commitments and contingencies (See Note 8)

Redeemable deferred stock units— 124,656 and 119,471 units outstanding at redemption value at March 31, 2024 and December 31, 2023, respectively

Equity:

Stockholders’ equity attributable to Boston Properties, Inc.:

Excess stock, $0.01 par value, 150,000,000 shares authorized, none issued or outstanding

—

Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued or outstanding

—

Common stock, $0.01 par value, 250,000,000 shares authorized, 156,932,300 and 156,836,767 issued and 156,853,400 and 156,757,867 outstanding at June 30, 2023 and December 31, 2022, respectively

1,569

1,568

Common stock, $0.01 par value, 250,000,000 shares authorized, 157,128,071 and 157,019,766 issued and 157,049,171 and 156,940,866 outstanding at March 31, 2024 and December 31, 2023, respectively

Additional paid-in capital

6,561,161

6,539,147

Dividends in excess of earnings

(516,550)

(391,356)

Treasury common stock at cost, 78,900 shares at June 30, 2023 and December 31, 2022

(2,722)

Treasury common stock at cost, 78,900 shares at March 31, 2024 and December 31, 2023

Accumulated other comprehensive loss

(3,406)

(13,718)

Total stockholders’ equity attributable to Boston Properties, Inc.

6,040,052

6,132,919

Noncontrolling interests:

Common units of Boston Properties Limited Partnership

689,123

683,583

Common units of Boston Properties Limited Partnership

Property partnerships

1,557,368

1,547,317

Total equity

8,286,543

8,363,819

Total liabilities and equity

25,341,680

24,207,669

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in thousands, except for per share amounts)


		Three months ended March 31,
		Three months ended March 31,
		Three months ended March 31,

		Three months ended June 30,				Six months ended June 30,
		2023		2022		2023		2022
Revenue	Revenue
Revenue
Revenue
Lease
Lease
Lease	Lease	$	761,733	$	721,899	$	1,518,608	$	1,440,019
Parking and other	Parking and other	26,984		30,346		50,993		52,080
Parking and other
Parking and other
Hotel
Hotel
Hotel	Hotel	13,969		12,089		22,070		16,646
Development and management services	Development and management services	9,858		6,354		18,838		12,185
Development and management services
Development and management services
Direct reimbursements of payroll and related costs from management services contracts
Direct reimbursements of payroll and related costs from management services contracts
Direct reimbursements of payroll and related costs from management services contracts	Direct reimbursements of payroll and related costs from management services contracts	4,609		3,239		9,844		7,304
Total revenue	Total revenue	817,153		773,927		1,620,353		1,528,234
Total revenue
Total revenue
Expenses
Expenses
Expenses	Expenses
Operating	Operating
Operating
Operating
Rental
Rental
Rental	Rental	291,036		273,848		582,344		544,103
Hotel	Hotel	8,161		6,444		14,832		11,284
Hotel
Hotel
General and administrative
General and administrative
General and administrative	General and administrative	44,175		34,665		99,977		77,859
Payroll and related costs from management services contracts	Payroll and related costs from management services contracts	4,609		3,239		9,844		7,304
Payroll and related costs from management services contracts
Payroll and related costs from management services contracts
Transaction costs
Transaction costs
Transaction costs	Transaction costs	308		496		1,219		496
Depreciation and amortization	Depreciation and amortization	202,577		183,146		411,311		360,770
Depreciation and amortization
Depreciation and amortization
Total expenses
Total expenses
Total expenses	Total expenses	550,866		501,838		1,119,527		1,001,816
Other income (expense)	Other income (expense)
Other income (expense)
Other income (expense)
Income (loss) from unconsolidated joint ventures	Income (loss) from unconsolidated joint ventures	(6,668)		(54)		(14,237)		2,135
Gains on sales of real estate		—		96,247		—		118,948
Income (loss) from unconsolidated joint ventures
Income (loss) from unconsolidated joint ventures

Interest and other income (loss)	Interest and other income (loss)	17,343		1,195		28,284		2,423
Other income - assignment fee		—		6,624		—		6,624
Gains (losses) from investments in securities		1,571		(4,716)		3,236		(6,978)

Interest and other income (loss)

Interest and other income (loss)

Gains from investments in securities

Gains from investments in securities

Gains from investments in securities

Unrealized gain on non-real estate investment	Unrealized gain on non-real estate investment	124		—		383		—

Unrealized gain on non-real estate investment

Unrealized gain on non-real estate investment
Impairment loss
Impairment loss
Impairment loss

Interest expense

Interest expense

Interest expense	Interest expense	(142,473)		(104,142)		(276,680)		(205,370)
Net income	Net income	136,184		267,243		241,812		444,200
Net income
Net income
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships	Noncontrolling interests in property partnerships	(19,768)		(18,546)		(38,428)		(36,095)
Noncontrolling interests in property partnerships
Noncontrolling interests in property partnerships
Noncontrolling interest—common units of the Operating Partnership
Noncontrolling interest—common units of the Operating Partnership
Noncontrolling interest—common units of the Operating Partnership	Noncontrolling interest—common units of the Operating Partnership	(12,117)		(25,708)		(21,169)		(42,061)
Net income attributable to Boston Properties, Inc.	Net income attributable to Boston Properties, Inc.	$	104,299	$	222,989	$	182,215	$	366,044

Net income attributable to Boston Properties, Inc.
Net income attributable to Boston Properties, Inc.
Basic earnings per common share attributable to Boston Properties, Inc.
Basic earnings per common share attributable to Boston Properties, Inc.
Basic earnings per common share attributable to Boston Properties, Inc.	Basic earnings per common share attributable to Boston Properties, Inc.
Net income	Net income	$	0.67	$	1.42	$	1.16	$	2.33
Net income
Net income
Weighted average number of common shares outstanding
Weighted average number of common shares outstanding
Weighted average number of common shares outstanding	Weighted average number of common shares outstanding	156,826		156,720		156,815		156,685
Diluted earnings per common share attributable to Boston Properties, Inc.	Diluted earnings per common share attributable to Boston Properties, Inc.
Diluted earnings per common share attributable to Boston Properties, Inc.
Diluted earnings per common share attributable to Boston Properties, Inc.
Net income
Net income
Net income	Net income	$	0.66	$	1.42	$	1.16	$	2.33
Weighted average number of common and common equivalent shares outstanding	Weighted average number of common and common equivalent shares outstanding	157,218		157,192		157,131		157,098
Weighted average number of common and common equivalent shares outstanding
Weighted average number of common and common equivalent shares outstanding

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited and in thousands)


		Three months ended March 31,
		Three months ended March 31,
		Three months ended March 31,

		Three months ended June 30,				Six months ended June 30,
		2023		2022		2023		2022
Net income	Net income	$	136,184	$	267,243	$	241,812	$	444,200
Net income
Net income
Other comprehensive income:
Other comprehensive income:
Other comprehensive income:	Other comprehensive income:
Effective portion of interest rate contracts	Effective portion of interest rate contracts	14,965		35		8,427		7,600
Effective portion of interest rate contracts
Effective portion of interest rate contracts
Amortization of interest rate contracts (1)	Amortization of interest rate contracts (1)	1,674		1,677		3,349		3,353
Other comprehensive income		16,639		1,712		11,776		10,953
Amortization of interest rate contracts (1)
Amortization of interest rate contracts (1)
Other comprehensive income (loss)
Other comprehensive income (loss)
Other comprehensive income (loss)
Comprehensive income
Comprehensive income
Comprehensive income	Comprehensive income	152,823		268,955		253,588		455,153
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	(31,885)		(44,254)		(59,597)		(78,156)
Other comprehensive income attributable to noncontrolling interests		(1,831)		(304)		(1,463)		(1,368)
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests
Other comprehensive (income) loss attributable to noncontrolling interests
Other comprehensive (income) loss attributable to noncontrolling interests
Other comprehensive (income) loss attributable to noncontrolling interests
Comprehensive income attributable to Boston Properties, Inc.	Comprehensive income attributable to Boston Properties, Inc.	$	119,107	$	224,397	$	192,528	$	375,629
Comprehensive income attributable to Boston Properties, Inc.
Comprehensive income attributable to Boston Properties, Inc.

_______________

(1)Amounts reclassified from comprehensive income primarily to interest expense within Boston Properties, Inc.’s Consolidated Statements of Operations.

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

BOSTON PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited and in thousands)
Common Stock Additional Paid-in Capital Dividends in Excess of Earnings Treasury Stock,
at cost Accumulated Other Comprehensive Loss Noncontrolling Interests - Common Units Noncontrolling Interests - Property Partnerships Total
Shares Amount
Equity, March 31, 2023 156,830 $ 1,568 $ 6,549,314 $ (467,159) $ (2,722) $ (18,214) $ 691,627 $ 1,552,070 $ 8,306,484
Redemption of operating partnership units to common stock 16 1 598 — — — (599) — —
Allocated net income for the period — — — 104,325 — — 12,091 19,768 136,184
Dividends/distributions declared — — — (153,716) — — (18,376) — (172,092)
Net activity from stock option and incentive plan 8 — (110) — — — 14,052 — 13,942
Distributions to noncontrolling interests in property partnerships — — — — — — — (14,614) (14,614)
Effective portion of interest rate contracts — — — — — 13,435 1,530 — 14,965
Amortization of interest rate contracts — — — — — 1,373 157 144 1,674
Reallocation of noncontrolling interest — — 11,359 — — — (11,359) — —
Equity, June 30, 2023 156,854 $ 1,569 $ 6,561,161 $ (516,550) $ (2,722) $ (3,406) $ 689,123 $ 1,557,368 $ 8,286,543
Equity, March 31, 2022 156,712 $ 1,567 $ 6,509,663 $ (636,421) $ (2,722) $ (28,485) $ 649,602 $ 1,548,455 $ 8,041,659
Redemption of operating partnership units to common stock 11 — 401 — — — (401) — —
Allocated net income for the period — — — 222,997 — — 25,700 18,546 267,243
Dividends/distributions declared — — — (153,592) — — (17,939) — (171,531)
Net activity from stock option and incentive plan 3 — 4,420 — — — 13,605 — 18,025
Distributions to noncontrolling interests in property partnerships — — — — — — — (14,439) (14,439)
Effective portion of interest rate contracts — — — — — 31 4 — 35
Amortization of interest rate contracts — — — — — 1,377 156 144 1,677
Reallocation of noncontrolling interest — — 10,513 — — — (10,513) — —
Equity, June 30, 2022 156,726 $ 1,567 $ 6,524,997 $ (567,016) $ (2,722) $ (27,077) $ 660,214 $ 1,552,706 $ 8,142,669

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BOSTON PROPERTIES, INC. CONSOLIDATED STATEMENTS OF EQUITY (unaudited and in thousands)	BOSTON PROPERTIES, INC. CONSOLIDATED STATEMENTS OF EQUITY (unaudited and in thousands)																											BOSTON PROPERTIES, INC. CONSOLIDATED STATEMENTS OF EQUITY (unaudited and in thousands)
		Common Stock				Additional Paid-in Capital				Dividends in Excess of Earnings				Treasury Stock, at cost				Accumulated Other Comprehensive Loss				Noncontrolling Interests - Common Units				Noncontrolling Interests - Property Partnerships				Total				Common Stock	Additional Paid-in Capital	Dividends in Excess of Earnings	Treasury Stock, at cost	Accumulated Other Comprehensive Loss	Noncontrolling Interests - Common Units	Noncontrolling Interests - Property Partnerships	Total
		Shares	Amount		Additional Paid-in Capital
Equity, December 31, 2023
Equity, December 31, 2023
Equity, December 31, 2023
Redemption of operating partnership units to common stock
Allocated net income for the period
Dividends/distributions declared
Shares issued pursuant to stock purchase plan
Net activity from stock option and incentive plan
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships
Distributions to noncontrolling interests in property partnerships
Effective portion of interest rate contracts
Amortization of interest rate contracts
Reallocation of noncontrolling interest
Equity, March 31, 2024

Equity, December 31, 2022
Equity, December 31, 2022
Equity, December 31, 2022	Equity, December 31, 2022	156,758	$	1,568				$	6,539,147			$	(391,356)			$	(2,722)			$	(13,718)			$	683,583			$	1,547,317			$	8,363,819
Redemption of operating partnership units to common stock	Redemption of operating partnership units to common stock	21	1			793				—				—				—				(794)				—				—
Allocated net income for the period	Allocated net income for the period	—	—			—				182,215				—				—				21,169				38,428				241,812
Dividends/distributions declared	Dividends/distributions declared	—	—			—				(307,409)				—				—				(36,737)				—				(344,146)
Shares issued pursuant to stock purchase plan	Shares issued pursuant to stock purchase plan	9	—			586				—				—				—				—				—				586
Net activity from stock option and incentive plan	Net activity from stock option and incentive plan	66	—			3,338				—				—				—				38,023				—				41,361
Contributions from noncontrolling interests in property partnerships	Contributions from noncontrolling interests in property partnerships	—	—			—				—				—				—				—				7,555				7,555
Distributions to noncontrolling interests in property partnerships	Distributions to noncontrolling interests in property partnerships	—	—			—				—				—				—				—				(36,220)				(36,220)
Effective portion of interest rate contracts	Effective portion of interest rate contracts	—	—			—				—				—				7,565				862				—				8,427
Amortization of interest rate contracts	Amortization of interest rate contracts	—	—			—				—				—				2,747				314				288				3,349
Reallocation of noncontrolling interest	Reallocation of noncontrolling interest	—	—			17,297				—				—				—				(17,297)				—				—
Equity, June 30, 2023		156,854	$	1,569		$	6,561,161			$	(516,550)			$	(2,722)			$	(3,406)			$	689,123			$	1,557,368			$	8,286,543

Equity, December 31, 2021		156,545	$	1,565		$	6,497,730			$	(625,891)			$	(2,722)			$	(36,662)			$	642,655			$	1,556,553			$	8,033,228
Redemption of operating partnership units to common stock		152	2			5,427				—				—				—				(5,429)				—				—
Allocated net income for the period		—	—			—				366,044				—				—				42,061				36,095				444,200
Dividends/distributions declared		—	—			—				(307,169)				—				—				(35,859)				—				(343,028)
Shares issued pursuant to stock purchase plan		5	—			600				—				—				—				—				—				600
Net activity from stock option and incentive plan		24	—			4,287				—				—				—				32,659				—				36,946
Contributions from noncontrolling interests in property partnerships		—	—			—				—				—				—				—				849				849
Distributions to noncontrolling interests in property partnerships		—	—			—				—				—				—				—				(41,079)				(41,079)
Effective portion of interest rate contracts		—	—			—				—				—				6,831				769				—				7,600
Amortization of interest rate contracts		—	—			—				—				—				2,754				311				288				3,353
Reallocation of noncontrolling interest		—	—			16,953				—				—				—				(16,953)				—				—
Equity, June 30, 2022		156,726	$	1,567		$	6,524,997			$	(567,016)			$	(2,722)			$	(27,077)			$	660,214			$	1,552,706			$	8,142,669
Equity, March 31, 2023

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Six months ended June 30,

Three months ended March 31,

2023

2022

Cash flows from operating activities:

Net income

241,812

444,200

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

411,311

360,770

Depreciation and amortization

Impairment loss

Amortization of right of use assets - operating leases

929

1,407

Non-cash compensation expense

41,524

36,195

Loss (income) from unconsolidated joint ventures

14,237

(2,135)

Non-cash compensation expense

(Income) loss from unconsolidated joint ventures

Distributions of net cash flow from operations of unconsolidated joint ventures

11,437

10,097

Losses (gains) from investments in securities

(3,236)

6,978

Allowance for current expected credit losses

264

(458)

Distributions of net cash flow from operations of unconsolidated joint ventures

Gains from investments in securities

Allowance for current expected credit losses (gains)

Non-cash portion of interest expense

14,940

12,528

Other income - assignment fee

—

(6,624)

Gains on sales of real estate

—

(118,948)

Unrealized gain on non-real estate investment

(383)

—

Unrealized (gain) loss on non-real estate investment

Change in assets and liabilities:

Tenant and other receivables, net

3,721

10,167

Notes receivable, net

—

(152)

Tenant and other receivables, net

Accrued rental income, net

(42,965)

(48,901)

Prepaid expenses and other assets

(24,758)

6,326

Prepaid expenses and other assets

Right of use assets - operating lease

Lease liabilities - operating leases

140

Accounts payable and accrued expenses

6,320

(18,636)

Accounts payable and accrued expenses

Accrued interest payable

7,314

2,036

Other liabilities

(21,773)

(37,732)

Other liabilities

Tenant leasing costs

(47,651)

(40,561)

Total adjustments

371,371

172,439

Total adjustments

Net cash provided by operating activities

613,183

616,639

Cash flows from investing activities:

Acquisitions of real estate

—

(727,835)

Cash flows from investing activities:

Construction in progress

(235,331)

(237,182)

Building and other capital improvements

(78,344)

(63,278)

Building and other capital improvements

Tenant improvements

(135,743)

(97,844)

Proceeds from sales of real estate

—

157,345

Proceeds from assignment fee

—

6,624

Tenant improvements

Acquisition of real estate (net of cash received upon consolidation)

Capital contributions to unconsolidated joint ventures

(103,595)

(69,819)

Capital distributions from unconsolidated joint ventures

7,350

36,622

Capital contributions to unconsolidated joint ventures

Investment in non-real estate investments

(733)

—

Issuance of related party note receivable

(10,500)

—

Proceeds from notes receivable

—

10,000

Investment in non-real estate investments

Issuance of note receivables (including related party)

Investments in securities, net

2,032

5,197

Net cash used in investing activities

(554,864)

(980,170)

Net cash used in investing activities

Cash flows from financing activities:

Repayments of mortgage notes payable

Repayment / redemption of unsecured senior notes

Borrowings on unsecured term loan

Payments on finance lease obligations

Repayment of unsecured term loan

Deferred financing costs

Net activity from equity transactions

Dividends and distributions

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BOSTON PROPERTIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
BOSTON PROPERTIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
BOSTON PROPERTIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
		Six months ended June 30,				Three months ended March 31,
		2023		2022
Cash flows from financing activities:

Proceeds from unsecured senior notes		747,727		—

Borrowings on unsecured line of credit		—		340,000
Repayments of unsecured line of credit		—		(320,000)
Borrowings on unsecured term loan		1,200,000		730,000

Repayment of unsecured term loan		(730,000)		—
Deferred financing costs		(12,339)		(2,230)

Net activity from equity transactions		(39)		(366)
Dividends and distributions		(343,325)		(341,951)
Contributions from noncontrolling interests in property partnerships		7,555		849
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships
Distributions to noncontrolling interests in property partnerships	Distributions to noncontrolling interests in property partnerships	(36,220)		(41,079)
Net cash provided by financing activities		833,359		365,223
Net increase in cash and cash equivalents and cash held in escrows		891,678		1,692
Distributions to noncontrolling interests in property partnerships
Distributions to noncontrolling interests in property partnerships
Net cash provided by (used in) financing activities
Net cash provided by (used in) financing activities
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents and cash held in escrows
Net increase (decrease) in cash and cash equivalents and cash held in escrows
Net increase (decrease) in cash and cash equivalents and cash held in escrows
Cash and cash equivalents and cash held in escrows, beginning of period	Cash and cash equivalents and cash held in escrows, beginning of period	736,812		501,158
Cash and cash equivalents and cash held in escrows, beginning of period
Cash and cash equivalents and cash held in escrows, beginning of period
Cash and cash equivalents and cash held in escrows, end of period
Cash and cash equivalents and cash held in escrows, end of period
Cash and cash equivalents and cash held in escrows, end of period	Cash and cash equivalents and cash held in escrows, end of period	$	1,628,490	$	502,850

Reconciliation of cash and cash equivalents and cash held in escrows:	Reconciliation of cash and cash equivalents and cash held in escrows:

Reconciliation of cash and cash equivalents and cash held in escrows:

Reconciliation of cash and cash equivalents and cash held in escrows:
Cash and cash equivalents, beginning of period
Cash and cash equivalents, beginning of period
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	$	690,333	$	452,692
Cash held in escrows, beginning of period	Cash held in escrows, beginning of period	46,479		48,466
Cash held in escrows, beginning of period
Cash held in escrows, beginning of period
Cash and cash equivalents and cash held in escrows, beginning of period
Cash and cash equivalents and cash held in escrows, beginning of period
Cash and cash equivalents and cash held in escrows, beginning of period	Cash and cash equivalents and cash held in escrows, beginning of period	$	736,812	$	501,158

Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	1,581,575	$	456,491

Cash and cash equivalents, end of period

Cash and cash equivalents, end of period
Cash held in escrows, end of period	Cash held in escrows, end of period	46,915		46,359
Cash held in escrows, end of period
Cash held in escrows, end of period
Cash and cash equivalents and cash held in escrows, end of period
Cash and cash equivalents and cash held in escrows, end of period
Cash and cash equivalents and cash held in escrows, end of period	Cash and cash equivalents and cash held in escrows, end of period	$	1,628,490	$	502,850

Supplemental disclosures:	Supplemental disclosures:

Supplemental disclosures:

Supplemental disclosures:
Cash paid for interest	Cash paid for interest	$	273,214	$	216,409
Cash paid for interest
Cash paid for interest
Interest capitalized
Interest capitalized
Interest capitalized	Interest capitalized	$	21,153	$	27,819

Non-cash investing and financing activities:	Non-cash investing and financing activities:

Non-cash investing and financing activities:

Non-cash investing and financing activities:
Write-off of fully depreciated real estate
Write-off of fully depreciated real estate
Write-off of fully depreciated real estate	Write-off of fully depreciated real estate	$	(85,878)	$	(65,435)
Change in real estate included in accounts payable and accrued expenses	Change in real estate included in accounts payable and accrued expenses	$	25,562	$	40,655
Construction in progress, net deconsolidated		$	—	$	(11,316)
Investment in unconsolidated joint ventures recorded upon deconsolidation		$	—	$	11,316
Change in real estate included in accounts payable and accrued expenses
Change in real estate included in accounts payable and accrued expenses
Right of use assets obtained in exchange for lease liabilities - operating lease
Right of use assets obtained in exchange for lease liabilities - operating lease
Right of use assets obtained in exchange for lease liabilities - operating lease
Non-cash distributions to noncontrolling interests in property, net
Non-cash distributions to noncontrolling interests in property, net
Non-cash distributions to noncontrolling interests in property, net
Capitalized operating lease costs
Capitalized operating lease costs
Capitalized operating lease costs

Investment in unconsolidated joint ventures eliminated upon consolidation

Investment in unconsolidated joint ventures eliminated upon consolidation

Investment in unconsolidated joint ventures eliminated upon consolidation
Mortgage note payable recorded upon consolidation
Mortgage note payable recorded upon consolidation
Mortgage note payable recorded upon consolidation
Real estate and intangibles recorded upon consolidation
Real estate and intangibles recorded upon consolidation
Real estate and intangibles recorded upon consolidation

Dividends and distributions declared but not paid

Dividends and distributions declared but not paid

Dividends and distributions declared but not paid	Dividends and distributions declared but not paid	$	171,465	$	170,937
Conversions of noncontrolling interests to stockholders’ equity	Conversions of noncontrolling interests to stockholders’ equity	$	794	$	5,429
Conversions of noncontrolling interests to stockholders’ equity
Conversions of noncontrolling interests to stockholders’ equity
Issuance of restricted securities to employees and non-employee directors	Issuance of restricted securities to employees and non-employee directors	$	47,885	$	47,198
Issuance of restricted securities to employees and non-employee directors
Issuance of restricted securities to employees and non-employee directors

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for unit amounts)	BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for unit amounts)						BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for unit amounts)
			June 30, 2023		December 31, 2022
		March 31, 2024						March 31, 2024	December 31, 2023
ASSETS	ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $6,870,107 and $6,789,029 at June 30, 2023 and December 31, 2022, respectively)			$	25,396,457	$	25,022,149
Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at June 30, 2023 and December 31, 2022, respectively)			237,526		237,510
Right of use assets - operating leases			166,421		167,351
Less: accumulated depreciation (amounts related to VIEs of $(1,434,592) and $(1,381,401) at June 30, 2023 and December 31, 2022, respectively)			(6,448,665)		(6,180,474)
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $7,376,175 and $7,054,075 at March 31, 2024 and December 31, 2023, respectively)
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $7,376,175 and $7,054,075 at March 31, 2024 and December 31, 2023, respectively)
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $7,376,175 and $7,054,075 at March 31, 2024 and December 31, 2023, respectively)
Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at March 31, 2024 and December 31, 2023, respectively)
Right of use assets - operating leases (amounts related to VIEs of $154,217 and $158,885 at March 31, 2024 and December 31, 2023, respectively)
Less: accumulated depreciation (amounts related to VIEs of $(1,538,940) and $(1,501,483) at March 31, 2024 and December 31, 2023, respectively)
Total real estate	Total real estate		19,351,739		19,246,536
Cash and cash equivalents (amounts related to VIEs of $256,201 and $259,658 at June 30, 2023 and December 31, 2022, respectively)			1,581,575		690,333
Cash held in escrows			46,915		46,479
Cash and cash equivalents (amounts related to VIEs of $298,548 and $245,317 at March 31, 2024 and December 31, 2023, respectively)
Cash held in escrows (amounts related to VIEs of $4,839 and $22,160 at December 31, 2023 and December 31, 2022, respectively)
Investments in securities	Investments in securities		33,481		32,277
Tenant and other receivables, net (amounts related to VIEs of $13,921 and $16,521 at June 30, 2023 and December 31, 2022, respectively)			91,968		81,389
Tenant and other receivables, net (amounts related to VIEs of $27,792 and $27,987 at March 31, 2024 and December 31, 2023, respectively)
Note receivable, net
Related party note receivable, net	Related party note receivable, net		88,834		78,576
Sales-type lease receivable, net	Sales-type lease receivable, net		13,250		12,811
Accrued rental income, net (amounts related to VIEs of $382,622 and $367,138 at June 30, 2023 and December 31, 2022, respectively)			1,318,320		1,276,580
Deferred charges, net (amounts related to VIEs of $172,655 and $176,597 at June 30, 2023 and December 31, 2022, respectively)			710,820		733,282
Prepaid expenses and other assets (amounts related to VIEs of $13,534 and $11,647 at June 30, 2023 and December 31, 2022, respectively)			77,457		43,589
Accrued rental income, net (amounts related to VIEs of $409,628 and $401,159 at March 31, 2024 and December 31, 2023, respectively)
Deferred charges, net (amounts related to VIEs of $194,489 and $175,383 at March 31, 2024 and December 31, 2023, respectively)
Prepaid expenses and other assets (amounts related to VIEs of $45,672 and $11,824 at March 31, 2024 and December 31, 2023, respectively)
Investments in unconsolidated joint ventures	Investments in unconsolidated joint ventures		1,780,959		1,715,911
Total assets	Total assets		$	25,095,318	$	23,957,763
LIABILITIES AND CAPITAL	LIABILITIES AND CAPITAL
Liabilities:	Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $3,274,764 and $3,272,368 at June 30, 2023 and December 31, 2022, respectively)			$	3,274,764	$	3,272,368
Liabilities:
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $3,278,396 and $3,277,185 at March 31, 2024 and December 31, 2023, respectively)
Mortgage notes payable, net (amounts related to VIEs of $3,278,396 and $3,277,185 at March 31, 2024 and December 31, 2023, respectively)
Mortgage notes payable, net (amounts related to VIEs of $3,278,396 and $3,277,185 at March 31, 2024 and December 31, 2023, respectively)
Unsecured senior notes, net	Unsecured senior notes, net		10,985,395		10,237,968
Unsecured line of credit	Unsecured line of credit		—		—
Unsecured term loan, net	Unsecured term loan, net		1,196,046		730,000
Lease liabilities - finance leases (amounts related to VIEs of $20,675 and $20,604 at June 30, 2023 and December 31, 2022, respectively)			251,874		249,335
Lease liabilities - operating leases			204,826		204,686
Accounts payable and accrued expenses (amounts related to VIEs of $57,852 and $29,466 at June 30, 2023 and December 31, 2022, respectively)			434,574		417,545
Lease liabilities - finance leases (amounts related to VIEs of $20,831 and $20,794 at March 31, 2024 and December 31, 2023, respectively)
Lease liabilities - operating leases (amounts related to VIEs of $148,706 and $145,826 at March 31, 2024 and December 31, 2023, respectively)
Accounts payable and accrued expenses (amounts related to VIEs of $112,385 and $59,667 at March 31, 2024 and December 31, 2023, respectively)
Dividends and distributions payable	Dividends and distributions payable		171,465		170,643
Accrued interest payable	Accrued interest payable		111,088		103,774

Other liabilities (amounts related to VIEs of $101,301 and $114,232 at June 30, 2023 and December 31, 2022, respectively)			418,813		450,918
Other liabilities (amounts related to VIEs of $105,786 and $115,275 at March 31, 2024 and December 31, 2023, respectively)
Other liabilities (amounts related to VIEs of $105,786 and $115,275 at March 31, 2024 and December 31, 2023, respectively)
Other liabilities (amounts related to VIEs of $105,786 and $115,275 at March 31, 2024 and December 31, 2023, respectively)
Total liabilities	Total liabilities		17,048,845		15,837,237
Commitments and contingencies (See Note 8)	Commitments and contingencies (See Note 8)
Redeemable deferred stock units— 108,642 and 97,853 units outstanding at redemption value at June 30, 2023 and December 31, 2022, respectively			6,292		6,613
Redeemable deferred stock units— 124,656 and 119,471 units outstanding at redemption value at March 31, 2024 and December 31, 2023, respectively
Redeemable deferred stock units— 124,656 and 119,471 units outstanding at redemption value at March 31, 2024 and December 31, 2023, respectively
Redeemable deferred stock units— 124,656 and 119,471 units outstanding at redemption value at March 31, 2024 and December 31, 2023, respectively

Table of Contents

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands, except for unit amounts)

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands, except for unit amounts)

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands, except for unit amounts)

June 30, 2023

December 31, 2022

March 31, 2024

December 31, 2023

Noncontrolling interests:

Redeemable partnership units— 16,522,540 and 16,531,172 common units and 2,135,852 and 1,679,175 long term incentive units outstanding at redemption value at June 30, 2023 and December 31, 2022, respectively

1,135,053

1,280,886

Redeemable partnership units— 16,492,171 and 16,508,277 common units and 2,666,636 and 2,065,861 long term incentive units outstanding at redemption value at March 31, 2024 and December 31, 2023, respectively

Capital:

Boston Properties Limited Partnership partners’ capital— 1,755,118 and 1,749,682 general partner units and 155,098,282 and 155,008,185 limited partner units outstanding at June 30, 2023 and December 31, 2022, respectively

5,351,166

5,299,428

Boston Properties Limited Partnership partners’ capital— 1,762,080 and 1,755,150 general partner units and 155,287,091 and 155,185,716 limited partner units outstanding at March 31, 2024 and December 31, 2023, respectively

Accumulated other comprehensive loss

(3,406)

(13,718)

Total partners’ capital

5,347,760

5,285,710

Noncontrolling interests in property partnerships

1,557,368

1,547,317

Total capital

6,905,128

6,833,027

Total liabilities and capital

25,095,318

23,957,763

The accompanying notes are an integral part of these consolidated financial statements.

109

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BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in thousands, except for per unit amounts)






		Three months ended June 30,				Six months ended June 30,
		2023		2022		2023		2022
Revenue	Revenue
Revenue
Revenue
Lease
Lease
Lease	Lease	$	761,733	$	721,899	$	1,518,608	$	1,440,019
Parking and other	Parking and other	26,984		30,346		50,993		52,080
Parking and other
Parking and other
Hotel
Hotel
Hotel	Hotel	13,969		12,089		22,070		16,646
Development and management services	Development and management services	9,858		6,354		18,838		12,185
Development and management services
Development and management services
Direct reimbursements of payroll and related costs from management services contracts
Direct reimbursements of payroll and related costs from management services contracts
Direct reimbursements of payroll and related costs from management services contracts	Direct reimbursements of payroll and related costs from management services contracts	4,609		3,239		9,844		7,304
Total revenue	Total revenue	817,153		773,927		1,620,353		1,528,234
Total revenue
Total revenue
Expenses
Expenses
Expenses	Expenses
Operating	Operating
Operating
Operating
Rental
Rental
Rental	Rental	291,036		273,848		582,344		544,103
Hotel	Hotel	8,161		6,444		14,832		11,284
Hotel
Hotel
General and administrative
General and administrative
General and administrative	General and administrative	44,175		34,665		99,977		77,859
Payroll and related costs from management services contracts	Payroll and related costs from management services contracts	4,609		3,239		9,844		7,304
Payroll and related costs from management services contracts
Payroll and related costs from management services contracts
Transaction costs
Transaction costs
Transaction costs	Transaction costs	308		496		1,219		496
Depreciation and amortization	Depreciation and amortization	200,895		181,416		407,767		357,302
Depreciation and amortization
Depreciation and amortization
Total expenses
Total expenses
Total expenses	Total expenses	549,184		500,108		1,115,983		998,348
Other income (expense)	Other income (expense)
Other income (expense)
Other income (expense)
Income (loss) from unconsolidated joint ventures	Income (loss) from unconsolidated joint ventures	(6,668)		(54)		(14,237)		2,135
Gains on sales of real estate		—		99,608		—		122,992
Income (loss) from unconsolidated joint ventures
Income (loss) from unconsolidated joint ventures

Interest and other income (loss)	Interest and other income (loss)	17,343		1,195		28,284		2,423
Other income - assignment fee		—		6,624		—		6,624
Gains (losses) from investments in securities		1,571		(4,716)		3,236		(6,978)

Interest and other income (loss)

Interest and other income (loss)

Gains from investments in securities

Gains from investments in securities

Gains from investments in securities

Unrealized gain on non-real estate investment	Unrealized gain on non-real estate investment	124		—		383		—

Unrealized gain on non-real estate investment

Unrealized gain on non-real estate investment

Impairment loss

Impairment loss

Impairment loss
Interest expense
Interest expense
Interest expense	Interest expense	(142,473)		(104,142)		(276,680)		(205,370)
Net income	Net income	137,866		272,334		245,356		451,712
Net income
Net income
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships	Noncontrolling interests in property partnerships	(19,768)		(18,546)		(38,428)		(36,095)
Noncontrolling interests in property partnerships
Noncontrolling interests in property partnerships
Net income attributable to Boston Properties Limited Partnership	Net income attributable to Boston Properties Limited Partnership	$	118,098	$	253,788	$	206,928	$	415,617

Net income attributable to Boston Properties Limited Partnership
Net income attributable to Boston Properties Limited Partnership
Basic earnings per common unit attributable to Boston Properties Limited Partnership
Basic earnings per common unit attributable to Boston Properties Limited Partnership
Basic earnings per common unit attributable to Boston Properties Limited Partnership	Basic earnings per common unit attributable to Boston Properties Limited Partnership
Net income	Net income	$	0.68	$	1.45	$	1.18	$	2.38
Net income
Net income
Weighted average number of common units outstanding
Weighted average number of common units outstanding
Weighted average number of common units outstanding	Weighted average number of common units outstanding	174,748		174,392		174,693		174,323
Diluted earnings per common unit attributable to Boston Properties Limited Partnership	Diluted earnings per common unit attributable to Boston Properties Limited Partnership
Diluted earnings per common unit attributable to Boston Properties Limited Partnership
Diluted earnings per common unit attributable to Boston Properties Limited Partnership
Net income
Net income
Net income	Net income	$	0.67	$	1.45	$	1.18	$	2.38
Weighted average number of common and common equivalent units outstanding	Weighted average number of common and common equivalent units outstanding	175,140		174,864		175,009		174,736
Weighted average number of common and common equivalent units outstanding
Weighted average number of common and common equivalent units outstanding

The accompanying notes are an integral part of these consolidated financial statements.

1110

Table of Contents

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited and in thousands)






		Three months ended June 30,				Six months ended June 30,
		2023		2022		2023		2022
Net income	Net income	$	137,866	$	272,334	$	245,356	$	451,712
Net income
Net income
Other comprehensive income:
Other comprehensive income:
Other comprehensive income:	Other comprehensive income:
Effective portion of interest rate contracts	Effective portion of interest rate contracts	14,965		35		8,427		7,600
Effective portion of interest rate contracts
Effective portion of interest rate contracts
Amortization of interest rate contracts (1)	Amortization of interest rate contracts (1)	1,674		1,677		3,349		3,353
Other comprehensive income		16,639		1,712		11,776		10,953
Amortization of interest rate contracts (1)
Amortization of interest rate contracts (1)
Other comprehensive income (loss)
Other comprehensive income (loss)
Other comprehensive income (loss)
Comprehensive income
Comprehensive income
Comprehensive income	Comprehensive income	154,505		274,046		257,132		462,665
Comprehensive income attributable to noncontrolling interests	Comprehensive income attributable to noncontrolling interests	(19,912)		(18,690)		(38,716)		(36,383)
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Boston Properties Limited Partnership	Comprehensive income attributable to Boston Properties Limited Partnership	$	134,593	$	255,356	$	218,416	$	426,282
Comprehensive income attributable to Boston Properties Limited Partnership
Comprehensive income attributable to Boston Properties Limited Partnership

_______________

(1)Amounts reclassified from comprehensive income primarily to interest expense within Boston Properties Limited Partnership’s Consolidated Statements of Operations.

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents



BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS (unaudited and in thousands)
	Units		Capital
	General Partner	Limited Partner	Partners’ Capital (General and Limited Partners)		Accumulated Other Comprehensive Loss		Noncontrolling Interests - Property Partnerships		Total Capital		Noncontrolling Interests - Redeemable Partnership Units

Equity, December 31, 2023	1,755	155,185	$	4,973,951	$	(21,147)	$	1,640,704	$	6,593,508	$	1,347,575
Net activity from contributions and unearned compensation	5	68	2,862		—		—		2,862		14,269
Allocated net income for the period	—	—	81,580		—		17,221		98,801		9,500
Distributions	—	—	(153,908)		—		—		(153,908)		(18,864)
Conversion of redeemable partnership units	2	34	1,303		—		—		1,303		(1,303)
Adjustment to reflect redeemable partnership units at redemption value	—	—	52,808		—		—		52,808		(52,808)
Effective portion of interest rate contracts	—	—	—		14,646		—		14,646		1,705
Amortization of interest rate contracts	—	—	—		2,881		144		3,025		335
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	—	—	46,082		—		96,860		142,942		—
Distributions to noncontrolling interests in property partnerships	—	—	—		—		(20,025)		(20,025)		—
Equity, March 31, 2024	1,762	155,287	$	5,004,678	$	(3,620)	$	1,734,904	$	6,735,962	$	1,300,409

Equity, December 31, 2022	1,750	155,008	$	5,299,428	$	(13,718)	$	1,547,317	$	6,833,027	$	1,280,886
Net activity from contributions and unearned compensation	5	62	4,032		—		—		4,032		23,973
Allocated net income for the period	—	—	79,752		—		18,660		98,412		9,078
Distributions	—	—	(153,693)		—		—		(153,693)		(18,361)
Conversion of redeemable partnership units	—	5	195		—		—		195		(195)
Adjustment to reflect redeemable partnership units at redemption value	—	—	220,222		—		—		220,222		(220,222)
Effective portion of interest rate contracts	—	—	—		(5,870)		—		(5,870)		(668)
Amortization of interest rate contracts	—	—	—		1,374		144		1,518		157
Contributions from noncontrolling interests in property partnerships	—	—	—		—		7,555		7,555		—
Distributions to noncontrolling interests in property partnerships	—	—	—		—		(21,606)		(21,606)		—
Equity, March 31, 2023	1,755	155,075	$	5,449,936	$	(18,214)	$	1,552,070	$	6,983,792	$	1,074,648

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

BOSTON PROPERTIES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS
(unaudited and in thousands)
Units Capital
General Partner Limited Partner Partners’ Capital (General and Limited Partners) Accumulated
Other
Comprehensive Loss Noncontrolling
Interests - Property Partnerships Total Capital Noncontrolling Interests - Redeemable Partnership Units
Equity, March 31, 2023 1,755 155,075 $ 5,449,936 $ (18,214) $ 1,552,070 $ 6,983,792 $ 1,074,648
Net activity from contributions and unearned compensation — 7 (110) — — (110) 14,052
Allocated net income for the period — — 106,007 — 19,768 125,775 12,091
Distributions — — (153,716) — — (153,716) (18,376)
Conversion of redeemable partnership units — 16 599 — — 599 (599)
Adjustment to reflect redeemable partnership units at redemption value — — (51,550) — — (51,550) 51,550
Effective portion of interest rate contracts — — — 13,435 — 13,435 1,530
Amortization of interest rate contracts — — — 1,373 144 1,517 157
Distributions to noncontrolling interests in property partnerships — — — — (14,614) (14,614) —
Equity, June 30, 2023 1,755 155,098 $ 5,351,166 $ (3,406) $ 1,557,368 $ 6,905,128 $ 1,135,053
Equity, March 31, 2022 1,749 154,962 $ 3,914,832 $ (28,485) $ 1,548,455 $ 5,434,802 $ 2,347,834
Net activity from contributions and unearned compensation 1 4 4,418 — — 4,418 13,607
Allocated net income for the period — — 228,088 — 18,546 246,634 25,700
Distributions — — (153,592) — — (153,592) (17,939)
Conversion of redeemable partnership units — 11 401 — — 401 (401)
Adjustment to reflect redeemable partnership units at redemption value — — 722,283 — — 722,283 (722,283)
Effective portion of interest rate contracts — — — 31 — 31 4
Amortization of interest rate contracts — — — 1,377 144 1,521 156
Distributions to noncontrolling interests in property partnerships — — — — (14,439) (14,439) —
Equity, June 30, 2022 1,750 154,977 $ 4,716,430 $ (27,077) $ 1,552,706 $ 6,242,059 $ 1,646,678


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
	Three months ended March 31,
	2024		2023
Cash flows from operating activities:
Net income	$	108,301	$	107,490
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	217,019		206,872
Impairment loss	13,615		—
Amortization of right of use assets - operating leases	1,441		652
Non-cash compensation expense	18,873		26,262
(Income) loss from unconsolidated joint ventures	(19,186)		7,569
Distributions of net cash flow from operations of unconsolidated joint ventures	8,643		5,996
Gains from investments in securities	(2,272)		(1,665)
Allowance for current expected credit losses (gains)	4		45
Non-cash portion of interest expense	12,109		7,387




Unrealized gain on non-real estate investment	(396)		(259)
Change in assets and liabilities:
Tenant and other receivables, net	29,454		7,518

Accrued rental income, net	(35,945)		(18,619)
Prepaid expenses and other assets	(74,705)		(97,762)
Right of use assets - operating lease	(750)		—
Lease liabilities - operating leases	(1,241)		(251)
Accounts payable and accrued expenses	(20,725)		(8,505)
Accrued interest payable	(14,171)		10,626
Other liabilities	(12,846)		16,565
Tenant leasing costs	(29,627)		(35,911)
Total adjustments	89,294		126,520
Net cash provided by operating activities	197,595		234,010
Cash flows from investing activities:

Construction in progress	(181,636)		(119,682)
Building and other capital improvements	(32,087)		(39,100)
Tenant improvements	(53,377)		(67,175)

Acquisition of real estate (net of cash received upon consolidation)	6,086		—

Capital contributions to unconsolidated joint ventures	(26,457)		(60,745)


Investment in non-real estate investments	—		(733)
Issuance of note receivables (including related party)	(573)		—

Investments in securities, net	1,425		1,843
Net cash used in investing activities	(286,619)		(285,592)
Cash flows from financing activities:

Repayments of mortgage notes payable	(804)		—

Repayment / redemption of unsecured senior notes	(700,000)		—


Borrowings on unsecured term loan	—		1,200,000
Payments on finance lease obligations	(3,160)		—
Repayment of unsecured term loan	—		(730,000)
Deferred financing costs	(108)		(6,213)
Net activity from equity transactions	(2,136)		586

Table of Contents

BOSTON PROPERTIES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS
(unaudited and in thousands)
Units Capital
General Partner Limited Partner Partners’ Capital (General and Limited Partners) Accumulated
Other
Comprehensive Loss Noncontrolling
Interests - Property Partnerships Total Capital Noncontrolling Interests - Redeemable Partnership Units
Equity, December 31, 2022 1,750 155,008 $ 5,299,428 $ (13,718) $ 1,547,317 $ 6,833,027 $ 1,280,886
Net activity from contributions and unearned compensation 5 69 3,922 — — 3,922 38,025
Allocated net income for the period — — 185,759 — 38,428 224,187 21,169
Distributions — — (307,409) — — (307,409) (36,737)
Conversion of redeemable partnership units — 21 794 — — 794 (794)
Adjustment to reflect redeemable partnership units at redemption value — — 168,672 — — 168,672 (168,672)
Effective portion of interest rate contracts — — — 7,565 — 7,565 862
Amortization of interest rate contracts — — — 2,747 288 3,035 314
Contributions from noncontrolling interests in property partnerships — — — — 7,555 7,555 —
Distributions to noncontrolling interests in property partnerships — — — — (36,220) (36,220) —
Equity, June 30, 2023 1,755 155,098 $ 5,351,166 $ (3,406) $ 1,557,368 $ 6,905,128 $ 1,135,053
Equity, December 31, 2021 1,746 154,799 $ 4,173,290 $ (36,662) $ 1,556,553 $ 5,693,181 $ 2,078,603
Net activity from contributions and unearned compensation 1 29 4,885 — — 4,885 32,661
Allocated net income for the period — — 373,556 — 36,095 409,651 42,061
Distributions — — (307,169) — — (307,169) (35,859)
Conversion of redeemable partnership units 3 149 5,429 — — 5,429 (5,429)
Adjustment to reflect redeemable partnership units at redemption value — — 466,439 — — 466,439 (466,439)
Effective portion of interest rate contracts — — — 6,831 — 6,831 769
Amortization of interest rate contracts — — — 2,754 288 3,042 311
Contributions from noncontrolling interests in property partnerships — — — — 849 849 —
Distributions to noncontrolling interests in property partnerships — — — — (41,079) (41,079) —
Equity, June 30, 2022 1,750 154,977 $ 4,716,430 $ (27,077) $ 1,552,706 $ 6,242,059 $ 1,646,678


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
	Three months ended March 31,
	2024		2023
Distributions	(171,794)		(171,270)
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	141,118		7,555
Distributions to noncontrolling interests in property partnerships	(20,025)		(21,606)
Net cash provided by (used in) financing activities	(756,909)		279,052
Net increase (decrease) in cash and cash equivalents and cash held in escrows	(845,933)		227,470
Cash and cash equivalents and cash held in escrows, beginning of period	1,612,567		736,812
Cash and cash equivalents and cash held in escrows, end of period	$	766,634	$	964,282

Reconciliation of cash and cash equivalents and cash held in escrows:
Cash and cash equivalents, beginning of period	$	1,531,477	$	690,333
Cash held in escrows, beginning of period	81,090		46,479
Cash and cash equivalents and cash held in escrows, beginning of period	$	1,612,567	$	736,812

Cash and cash equivalents, end of period	$	701,695	$	918,952
Cash held in escrows, end of period	64,939		45,330
Cash and cash equivalents and cash held in escrows, end of period	$	766,634	$	964,282

Supplemental disclosures:
Cash paid for interest	$	180,717	$	125,698
Interest capitalized	$	9,381	$	10,589

Non-cash investing and financing activities:
Write-off of fully depreciated real estate	$	(27,993)	$	(55,142)
Change in real estate included in accounts payable and accrued expenses	$	(48,518)	$	11,692
Right of use assets obtained in exchange for lease liabilities - operating lease	$	25,637	$	—

Non-cash distributions to noncontrolling interests in property, net	$	52,786	$	—
Capitalized operating lease costs	$	7,548	$	—

Investment in unconsolidated joint ventures eliminated upon consolidation	$	(11,834)	$	—
Mortgage notes payable recorded upon consolidation	$	207,093	$	—
Real estate and intangibles recorded upon consolidation	$	(220,015)	$	—





Distributions declared but not paid	$	172,154	$	171,427
Conversions of redeemable partnership units to partners’ capital	$	1,303	$	195
Issuance of restricted securities to employees and non-employee directors	$	41,989	$	46,516

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

BOSTON PROPERTIES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
Six months ended June 30,
2023 2022
Cash flows from operating activities:
Net income $ 245,356 $ 451,712
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 407,767 357,302
Amortization of right of use assets - operating leases 929 1,407
Non-cash compensation expense 41,524 36,195
Loss (income) from unconsolidated joint ventures 14,237 (2,135)
Distributions of net cash flow from operations of unconsolidated joint ventures 11,437 10,097
Losses (gains) from investments in securities (3,236) 6,978
Allowance for current expected credit losses 264 (458)
Non-cash portion of interest expense 14,940 12,528
Other income - assignment fee — (6,624)
Gains on sales of real estate — (122,992)
Unrealized gain on non-real estate investment (383) —
Change in assets and liabilities:
Tenant and other receivables, net 3,721 10,167
Note receivable, net — (152)
Accrued rental income, net (42,965) (48,901)
Prepaid expenses and other assets (24,758) 6,326
Lease liabilities - operating leases 140 82
Accounts payable and accrued expenses 6,320 (18,636)
Accrued interest payable 7,314 2,036
Other liabilities (21,773) (37,732)
Tenant leasing costs (47,651) (40,561)
Total adjustments 367,827 164,927
Net cash provided by operating activities 613,183 616,639
Cash flows from investing activities:
Acquisitions of real estate — (727,835)
Construction in progress (235,331) (237,182)
Building and other capital improvements (78,344) (63,278)
Tenant improvements (135,743) (97,844)
Proceeds from sales of real estate — 157,345
Proceeds from assignment fee — 6,624
Capital contributions to unconsolidated joint ventures (103,595) (69,819)
Capital distributions from unconsolidated joint ventures 7,350 36,622
Investment in non-real estate investments (733) —
Issuance of related party note receivable (10,500) —
Proceeds from notes receivable — 10,000
Investments in securities, net 2,032 5,197
Net cash used in investing activities (554,864) (980,170)

~~Table of Contents~~

BOSTON PROPERTIES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
Six months ended June 30,
2023 2022
Cash flows from financing activities:
Proceeds from unsecured senior notes 747,727 —
Borrowings on unsecured line of credit — 340,000
Repayments of unsecured line of credit — (320,000)
Borrowings on unsecured term loan 1,200,000 730,000
Repayment of unsecured term loan (730,000) —
Deferred financing costs (12,339) (2,230)
Net activity from equity transactions (39) (366)
Distributions (343,325) (341,951)
Contributions from noncontrolling interests in property partnerships 7,555 849
Distributions to noncontrolling interests in property partnerships (36,220) (41,079)
Net cash provided by financing activities 833,359 365,223
Net increase in cash and cash equivalents and cash held in escrows 891,678 1,692
Cash and cash equivalents and cash held in escrows, beginning of period 736,812 501,158
Cash and cash equivalents and cash held in escrows, end of period $ 1,628,490 $ 502,850
Reconciliation of cash and cash equivalents and cash held in escrows:
Cash and cash equivalents, beginning of period $ 690,333 $ 452,692
Cash held in escrows, beginning of period 46,479 48,466
Cash and cash equivalents and cash held in escrows, beginning of period $ 736,812 $ 501,158
Cash and cash equivalents, end of period $ 1,581,575 $ 456,491
Cash held in escrows, end of period 46,915 46,359
Cash and cash equivalents and cash held in escrows, end of period $ 1,628,490 $ 502,850
Supplemental disclosures:
Cash paid for interest $ 273,214 $ 216,409
Interest capitalized $ 21,153 $ 27,819
Non-cash investing and financing activities:
Write-off of fully depreciated real estate $ (84,629) $ (65,435)
Change in real estate included in accounts payable and accrued expenses $ 25,562 $ 40,655
Construction in progress, net deconsolidated $ — $ (11,316)
Investment in unconsolidated joint ventures recorded upon deconsolidation $ — $ 11,316
Distributions declared but not paid $ 171,465 $ 170,937
Conversions of redeemable partnership units to partners’ capital $ 794 $ 5,429
Issuance of restricted securities to employees and non-employee directors $ 47,885 $ 47,198

~~The accompanying notes are an integral part of these consolidated financial statements.~~

~~Table of Contents~~

BOSTON PROPERTIES, INC. AND BOSTON PROPERTIES LIMITED PARTNERSHIP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Organization

BXP is a fully integrated, self-administered and self-managed REIT. BXP is the sole general partner of BPLP, its operating partnership, and at ~~June 30, 2023~~March 31, 2024, owned an approximate ~~89.4% (89.6%~~89.1% (89.4% at December 31, ~~2022)~~2023) general and limited partnership interest in BPLP. Unless stated otherwise or the context requires, the “Company” refers to BXP and its subsidiaries, including BPLP and its consolidated subsidiaries. Partnership interests in BPLP include:

•common units of partnership interest (also referred to as “OP Units”) and

•long term incentive units of partnership interest (also referred to as “LTIP Units”)

Unless specifically noted otherwise, all references to OP Units exclude units held by BXP. A holder of an OP Unit may present the OP Unit to BPLP for redemption at any time (subject to restrictions agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, BPLP is obligated to redeem the OP Unit for cash equal to the value of a share of common stock of BXP (“Common Stock”). In lieu of such cash redemption, BXP may elect to acquire the OP Unit for one share of Common Stock. Because the number of shares of Common Stock outstanding at all times equals the number of OP Units that BXP owns, one share of Common Stock is generally the economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the quarterly dividend that may be paid to the holder of a share of Common Stock.

The Company uses LTIP Units as a form of time-based, restricted equity compensation and as a form of performance-based equity compensation for employees, and has previously granted LTIP Units in the form of (1) 2012 outperformance plan awards (“2012 OPP Units”) and (2) 2013 - ~~2023~~2024 multi-year, long-term incentive program awards (also referred to as “MYLTIP Units”), each of which, upon the satisfaction of certain performance-based and time-based vesting conditions, is convertible into one OP Unit. The three-year measurement periods for the 2012 OPP Units and the 2013 - ~~2020~~2021 MYLTIP Units have ended and BXP’s total stockholder return (“TSR”) was sufficient for employees to earn and therefore become eligible to vest in a portion of the awards. Unless and until they are earned, the rights, preferences and privileges of the ~~2021~~2022 - ~~2023~~2024 MYLTIP Units differ from other LTIP Units granted to employees (including the 2012 OPP Units and the 2013 - ~~2020~~2021 MYLTIP Units, which have been earned). Therefore, unless specifically noted otherwise, all references to LTIP Units exclude the ~~2021~~2022 - ~~2023~~2024 MYLTIP Units. LTIP Units (including the earned 2012 OPP Units and the earned 2013 - ~~2020~~2021 MYLTIP Units), whether vested or not, will receive the same quarterly per unit distributions as OP Units, which equal per share dividends on Common Stock (See Notes 9 and 13).

Properties

At ~~June 30, 2023,~~March 31, 2024, the Company owned or had joint venture interests in a portfolio of ~~191~~187 commercial real estate properties (the “Properties”) aggregating approximately ~~54.1~~53.5 million net rentable square feet of primarily premier workplaces, including 1311 properties under construction/redevelopment totaling approximately ~~3.1~~3.2 million net rentable square feet. At ~~June 30, 2023,~~March 31, 2024, the Properties consisted of:

•~~170~~165 office and life sciences properties (including 10seven properties under construction/redevelopment);

•14 retail properties (including two properties under construction/redevelopment);

•~~six~~seven residential properties (including ~~one property~~two properties under construction); and

•one hotel.

The Company considers premier workplaces to be well-located buildings that are modern structures or have been modernized to compete with newer buildings and professionally managed and maintained. As such, these properties attract high-quality ~~clients~~tenants and command upper-tier rental rates.

2. Summary of Significant Accounting Policies

BXP does not have any other significant assets, liabilities or operations, other than its investment in BPLP, nor does it have employees of its own. BPLP, not BXP, generally executes all significant business relationships other than transactions involving securities of BXP. All majority-owned subsidiaries and joint ventures over which the Company has financial and operating control and variable interest entities (“VIEs”) in which the Company has determined it is the primary beneficiary are included in the consolidated financial statements. All significant

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intercompany balances and transactions have been eliminated in consolidation. The Company accounts for all other unconsolidated joint ventures using the equity method of accounting. Accordingly, the Company’s share of the earnings of these joint ventures and companies is included in consolidated net income.

The accompanying interim financial statements are unaudited; however, the financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair statement of the financial statements for these interim periods have been included. The results of operations for the interim periods are not necessarily indicative of the results to be obtained for other interim periods or for the full fiscal year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosure required by GAAP. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto contained in the Company’s Annual Report in the Company’s Form 10-K for its fiscal year ended December 31, ~~2022.~~2023.

The Company bases its estimates on historical experience and on various other assumptions that it considers to be reasonable under the circumstances, including the impact of extraordinary events such as ~~the coronavirus (“COVID-19”)~~a pandemic, the results of which form the basis for making significant judgments about the carrying values of assets and liabilities, assessments of future collectability, and other areas of the financial statements that are impacted by the use of estimates. Actual results may differ from these estimates under different assumptions or conditions.

Variable Interest Entities (VIEs)

Consolidated VIEs are those for which the Company is considered to be the primary beneficiary of a VIE. The primary beneficiary is the entity that has a controlling financial interest in the VIE, which is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance and (2) the obligation to absorb losses or the right to receive the returns from the VIE that could potentially be significant to the VIE. The assets of each VIE are only available to satisfy such VIE's respective liabilities. The Company has identified ~~six~~nine entities that are VIEs as of ~~June 30, 2023~~March 31, 2024 and has determined that it is the primary beneficiary for all of these entities as of ~~June 30, 2023.~~March 31, 2024.

Consolidated Variable Interest Entities

As of ~~June 30, 2023,~~March 31, 2024, BXP has identified ~~six~~nine consolidated VIEs, including BPLP. Excluding BPLP, the consolidated VIEs consisted of (i) the following five in-service properties: 767 Fifth Avenue (the General Motors Building), Times Square Tower, 601 Lexington Avenue, Atlantic Wharf Office Building and 100 Federal ~~Street.~~Street, (ii) 343 Madison Avenue, which is categorized as land held for future development and (iii) 290 Binney Street and 300 Binney Street which are currently under development / redevelopment.

The Company consolidates these VIEs because it is the primary beneficiary. The third parties’ interests in these consolidated entities (excluding BPLP’s interest) are reflected as noncontrolling interests in property partnerships in the accompanying consolidated financial statements (See Note 9).

In addition, BXP’s only significant asset is its investment in BPLP and, consequently, substantially all of BXP’s assets and liabilities are the assets and liabilities of BPLP.

Variable Interest Entities Not Consolidated

As of March 31, 2024, the Company does not have any unconsolidated joint ventures that are classified as VIEs.

Fair Value Measurements

The Company follows the authoritative guidance for fair value ~~measurements.~~

measurements when valuing its financial instruments for disclosure purposes. The table below presents for ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the financial instruments that are being valued for disclosure purposes as well as the Level at which they are categorized ~~(as~~as defined in Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”).

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Financial Instrument			Level
3-Month United States Treasury Bills			Level 1
Investment in securities			Level 1
Unsecured senior notes (1)			Level 1
Related party note receivable			Level 3
Notes receivable			Level 3
Sales-type lease receivable			Level 3
Mortgage notes payable			Level 3
Unsecured line of credit			Level 3
Unsecured term loan			Level 3

_______________

(1)If trading volume for the period is low, the valuation could be categorized as Level 2.

Because the Company’s valuations of its financial instruments are based on the above Levels and involve the use of estimates, the actual fair values of its financial instruments may differ materially from those estimates.

In addition, the Company’s estimated fair values for these instruments as of the end of the applicable reporting period are not projections of, nor necessarily indicative of, estimated or actual fair values in future reporting periods.

At December 31, 2023, the Company had outstanding three-month United States Treasury Bills with a maturity date of January 30, 2024 that were classified as held to maturity because the Company determined that it had the positive intent and ability to hold to maturity. Because these securities were considered a short-term investment, they are reflected at amortized cost within Cash and Cash Equivalents on the Consolidated Balance Sheets. At December 31, 2023, the amortized cost of these securities was approximately $302.7 million. There were no such securities outstanding at March 31, 2024.

The Company’s investment in non-real estate investments is shown within Prepaid and Other Assets on the Consolidated Balance Sheets and was approximately $5.1 million and $4.6 million at March 31, 2024 and December 31, 2023, respectively. The non-real estate investments utilize net asset value as the practical expedient.

Non-Recurring Fair Value

The following table presents the aggregate carrying value of the Company’s ~~related party note receivable, net, sales-type lease receivable, net, mortgage notes payable, net, unsecured senior notes, net, unsecured line of credit and unsecured term loan, net~~non-recurring fair value financial

instruments and the Company’s corresponding estimate of fair value as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 (in thousands):


		June 30, 2023				December 31, 2022				March 31, 2024		December 31, 2023
		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Carrying Amount	Estimated Fair Value		Carrying Amount	Estimated Fair Value
3-Month United States Treasury Bills (1)

Related party note receivable, net	Related party note receivable, net	$	88,834	$	90,500	$	78,576	$	79,220
Related party note receivable, net
Related party note receivable, net
Note receivable, net
Sales-type lease receivable, net	Sales-type lease receivable, net	13,250		13,173		12,811		13,045
Total	Total	$	102,084	$	103,673	$	91,387	$	92,265

Mortgage notes payable, net
Mortgage notes payable, net
Mortgage notes payable, net	Mortgage notes payable, net	$	3,274,764	$	2,765,657	$	3,272,368	$	2,744,479
Unsecured senior notes, net	Unsecured senior notes, net	10,985,395		9,751,688		10,237,968		9,135,512
Unsecured line of credit	Unsecured line of credit	—		—		—		—
Unsecured term loan, net	Unsecured term loan, net	1,196,046		1,194,895		730,000		730,000
Total	Total	$	15,456,205	$	13,712,240	$	14,240,336	$	12,609,991

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_______________

(1) Per the guidance in ASC 326 “Financial Instruments — Credit Losses” (“ASC 326”), the Company concluded that the risk of nonpayment is nonexistent because the U.S. Government has a long history with no credit losses and therefore, no credit loss allowance was recorded.

At March 31, 2024, the Company evaluated the expected hold period for a portion of its Shady Grove property located in Rockville, Maryland. Based on a shorter-than-expected hold period, the Company reduced the carrying value of a portion of the property that the Company anticipates selling to a third party developer to its estimated fair value at March 31, 2024. As a result, each of BXP and BPLP recognized an impairment loss of approximately $13.6 million. The Company’s estimated fair value utilized Level 3 inputs and was based on a pending offer from a third party.

Recurring Fair Value

Derivatives

In addition to the financial instruments noted above, the Company uses interest rate swap agreements to manage its interest rate risk (See Note 7). The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. ~~However, as of June 30, 2023, the~~The Company ~~has~~ assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and ~~has~~ determined that the credit valuation adjustments ~~are~~were not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The following table presents the aggregate fair value of the Company’s interest rate swaps as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 (in thousands):

~~Fair value~~

~~June 30, 2023~~

~~December 31, 2022~~

~~Interest rate swaps~~

~~6,445~~

—


Fair value	March 31, 2024		December 31, 2023
Interest rate swaps	$	12,298	$	1,976

Investments

The Company accounts for investments in equity securities at fair value, with gains or losses resulting from changes in fair value recognized currently in earnings. The Company maintains deferred compensation plans that are designed to allow officers and non-employee directors of BXP to defer a portion of the officer’s current income or the non-employee director’s current compensation on a pre-tax basis and receive a tax-deferred return on these deferrals based on the performance of specific investments selected by the officer or non-employee director. The Company’s obligation under the plans is that of an unsecured promise to pay the deferred compensation to the plan participants in the future. At March 31, 2024 and December 31, 2023, the Company had maintained approximately $37.0 million and $36.1 million, respectively, in separate accounts, which are not restricted as to their use. The Company recognized gains of approximately $2.3 million and $1.7 million on its investments in the accounts associated with the Company’s deferred compensation plans during the three months ended March 31, 2024 and March 31, 2023, respectively primarily due to the observable change in fair value.

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3. Real Estate

BXP

Real estate consisted of the following at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 (in thousands):


			June 30, 2023		December 31, 2022
		March 31, 2024					March 31, 2024	December 31, 2023
Land	Land		$	5,189,287	$	5,189,811
Right of use assets - finance leases	Right of use assets - finance leases		237,526		237,510
Right of use assets - operating leases			166,421		167,351
Land held for future development (1)			637,191		721,501
Right of use assets - operating leases (1)
Land held for future development (2)
Buildings and improvements	Buildings and improvements		16,054,447		15,820,724
Tenant improvements	Tenant improvements		3,345,766		3,200,743
Furniture, fixtures and equipment	Furniture, fixtures and equipment		53,181		50,310
Construction in progress	Construction in progress		482,850		406,574
Total	Total		26,166,669		25,794,524
Less: Accumulated depreciation	Less: Accumulated depreciation		(6,568,568)		(6,298,082)
			$	19,598,101	$	19,496,442
		$

_______________

(1)See Note 4.

(2)Includes pre-development costs.

BPLP

Real estate consisted of the following at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 (in thousands):


			June 30, 2023		December 31, 2022
		March 31, 2024					March 31, 2024	December 31, 2023
Land	Land		$	5,094,578	$	5,095,102
Right of use assets - finance leases	Right of use assets - finance leases		237,526		237,510
Right of use assets - operating leases			166,421		167,351
Land held for future development (1)			637,191		721,501
Right of use assets - operating leases (1)
Land held for future development (2)
Buildings and improvements	Buildings and improvements		15,782,891		15,547,919
Tenant improvements	Tenant improvements		3,345,766		3,200,743
Furniture, fixtures and equipment	Furniture, fixtures and equipment		53,181		50,310
Construction in progress	Construction in progress		482,850		406,574
Total	Total		25,800,404		25,427,010
Less: Accumulated depreciation	Less: Accumulated depreciation		(6,448,665)		(6,180,474)
			$	19,351,739	$	19,246,536
		$

_______________

(1)See Note 4.

(2)Includes pre-development costs.

~~Developments/Redevelopments~~Acquisition

On January 8, 2024, the Company completed the acquisition of its joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue, located in Washington, DC. At acquisition, the total net equity acquired was $20.0 million, which includes $10.0 million in cash that the Company paid for the joint venture partner's 50% economic ownership interest in the joint venture. The property is subject to existing mortgage indebtedness of approximately $207.1 million (See Note 6). The acquisition resulted in the Company recording a gain upon consolidation of approximately $21.8 million, which is the difference between the fair value of the previously held equity method investment immediately prior to the consolidation of $10.0 million, less the Company’s costs basis of approximately $(11.8) million. The gain on consolidation is included within income (loss) from unconsolidated joint ventures in the Consolidated Statement of Operations.

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The total net assets acquired is equal to (1) the total net equity acquired of $20.0 million, which includes $10.0 million in cash that the Company paid for the joint venture partner's 50% economic ownership interest in the joint venture. plus (2) $207.1 million of debt assumed, less (3) net working capital acquired of approximately $7.1 million. The following table summarizes the allocation of the fair value of the net assets the Company received at the date of acquisition for 901 New York Avenue (in thousands):


Land and site improvements	$	65,808
Building and improvements	56,882
Tenant improvements	16,088
In-place lease intangibles	72,621
Above-market lease intangibles	2,757
Below-market lease intangibles	(2,515)
Mortgage note payable adjustment	8,374
Net assets acquired	$	220,015

The following table summarizes the estimated annual amortization of the acquired in-place lease intangibles, and the acquired above- and below-market lease intangibles for 901 New York Avenue for the remainder of 2024 and each of the next five succeeding fiscal years (in thousands):


	Acquired In-Place Lease Intangibles		Acquired Above-Market Lease Intangibles		Acquired Below-Market Lease Intangibles
Period from January 8, 2024 through December 31, 2024	$	10,364	$	607	$	252
2025	9,030		454		257
2026	6,494		238		257
2027	6,265		201		257
2028	6,069		186		257
2029	6,076		186		251

The following table summarizes the weighted-average useful life of the acquired in-place lease intangibles and the acquired above- and below-market lease intangibles for 901 New York Avenue as of the acquisition date (in years):


	Acquired In-Place Lease Intangibles	Acquired Above-Market Lease Intangibles	Acquired Below-Market Lease Intangibles
Weighted-average useful life	6.7	4.0	9.8

901 New York Avenue contributed approximately $7.9 million of revenue and $2.3 million of net loss to the Company for the period from January 8, 2024 through March 31, 2024. 901 New York Avenue is a premier workplace consisting of approximately 524,000 net rentable square feet.

Development

On ~~January 5, 2023,~~February 12, 2024, the Company commenced the development of a residential project at 121 Broadway Street in Cambridge, Massachusetts that is adjacent to its development projects at 290 Binney Street anand 300 Binney Street. 121 Broadway will consist of 439 residential units aggregating approximately ~~566,000~~492,000 net rentable square foot laboratory/life sciences project in Cambridge, Massachusetts. Concurrent with the commencement of this project, the Kendall Center Blue Parking Garage was taken out of service and demolished to support the development of this project. 290 Binney Street is 100% pre-leased to AstraZeneca.feet.

~~On January 30, 2023,~~Impairment

At March 31, 2024, the Company ~~commenced~~evaluated the ~~redevelopment~~expected hold period for a portion of ~~300 Binney Street~~its Shady Grove property located in Rockville, Maryland. Based on a shorter-than-expected hold period, the Company reduced the carrying value of a portion of the property that the Company anticipates selling to a third party developer to its estimated fair value at ~~Kendall Center in Cambridge, Massachusetts. 300 Binney Street consisted~~March 31, 2024. As a result, each of ~~an approximately 195,000 net rentable square foot premier workplace that is being redeveloped into approximately 236,000 net rentable square feet of laboratory/life sciences space.~~ BXP and BPLP recognized ~~approximately $11.0 million~~an impairment loss of ~~depreciation expense during the~~ ~~six months~~ ended June 30, 2023 associated with the acceleration of depreciation on the assets being removed from service and demolished as part of the redevelopment of the property. The project is 100% pre-leased to the Broad Institute.

~~On April 29, 2023, the Company completed and fully placed in-service 2100 Pennsylvania Avenue, a premier workplace project with~~ approximately ~~476,000 net rentable square feet located in Washington, DC.~~

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~~On June 1, 2023, the Company completed~~$13.6 million. The Company’s estimated fair value was based on Level 3 inputs as defined in ASC 820 and ~~fully placed in-service its View Boston Observatory at The Prudential Center,~~on a redevelopment of the top three floors of 800 Boylston Street - The Prudential Center, located in Boston, Massachusetts. View Boston Observatory at The Prudential Center consists of approximately 63,000 net rentable square feet of retail, including food and beverage, and observation space.pending offer from a third party.

4. Leases

The Company estimates the collectability of its accrued rent and accounts receivable balances related to lease revenue. When evaluating the collectability of these accrued rent and accounts receivable balances, management considers tenant creditworthiness, current economic trends, including the impact of the COVID-19 pandemic on tenants’ businesses, and changes in tenants’ payment patterns, on a lease-by-lease basis. If the Company determines that the accrued rent and/or accounts receivable balances are no longer probable of collection then the balances are written-off and the lease is recognized on a cash basis.

If applicable, information related to write-offs of accrued rent, net balances and accounts receivable, net balances and reinstatements of accrued rent balances for the Company’s unconsolidated joint ventures can be found in Note 5.

Lessor

The following table summarizes the components of lease revenue recognized under the Company’s operating and sales-type leases for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ and included within the Company's Consolidated Statements of Operations (in thousands):


		Three months ended June 30,				Six months ended June 30,
		Three months ended March 31,
		Three months ended March 31,
		Three months ended March 31,
Lease Revenue
Lease Revenue
Lease Revenue	Lease Revenue	2023		2022		2023		2022
Fixed contractual payments	Fixed contractual payments	$	629,189	$	601,351	$	1,250,835	$	1,200,958
Fixed contractual payments
Fixed contractual payments
Variable lease payments	Variable lease payments	132,315		120,548		267,318		239,061
Sales-type lease income		229		—		455		—
		$	761,733	$	721,899	$	1,518,608	$	1,440,019
Variable lease payments
Variable lease payments
Sales-type lease revenue
Sales-type lease revenue
Sales-type lease revenue
		$
		$
		$

Lessee

On March 28, 2024, the Company entered into a 90-year air rights lease with the Massachusetts Department of Transportation for an approximately 61,000 square feet site at the parking garage located at 100 Clarendon Street and the concourse level of the Massachusetts Bay Transportation Authority’s Back Bay Station (the “Station”). The lease requires annual base rental payments of $250,000 until the commencement of construction, as defined in the lease. If the Company commences construction of a project on the site on or before August 1, 2028, then a final fixed rental payment is due in accordance with the lease at that time. After August 1, 2028, if the Company commences construction of a project on the site, then a final rental payment based on the then current fair market value will be due at that time. In addition, the lease requires annual payments of $500,000 through 2033 to fund maintenance and improvements to the Station. The Company has assumed that it will begin construction on the site on or before August 1, 2028. The incremental borrowing rate for this lease is 6.57% per annum. The net present value of the ground lease payments is approximately $23.2 million. The Company classifies this lease as an operating lease. As a result, the Company recorded a Right of Use Assets – Operating Leases and Lease Liabilities – Operating Leases of approximately $23.9 million and $23.2 million, respectively, on its Consolidated Balance Sheets as of March 31, 2024. There were no lease costs for the period from March 28, 2024 through March 31, 2024.

The following table provides a maturity analysis for the air rights operating lease as of March 28,

2024 (in thousands):


	Operating
Period from March 28, 2024 through December 31, 2024	$	—
2025	750
2026	750
2027	750
2028	25,826
2029	500
Thereafter	2,000
Total lease payments	30,576
Less: Interest portion	7,391
Present value of lease payments	$	23,185

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5. Investments in Unconsolidated Joint Ventures

The investments in unconsolidated joint ventures consist of the following at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


							Carrying Value of Investment (1)								Carrying Value of Investment (1)
Entity	Entity	Properties	Nominal % Ownership				June 30, 2023		December 31, 2022		Entity	Properties	Nominal % Ownership	March 31, 2024		December 31, 2023
							(in thousands)
						(in thousands)											(in thousands)
Square 407 Limited Partnership	Square 407 Limited Partnership	Market Square North	50.00	%			$	(6,053)	$	(6,198)
BP/CRF Metropolitan Square LLC		Metropolitan Square	20.00	%			(37,654)		(37,629)
901 New York, LLC	901 New York, LLC	901 New York Avenue	25.00	%	(2)		(12,150)		(12,493)
WP Project Developer LLC	WP Project Developer LLC	Wisconsin Place Land and Infrastructure	33.33	%	(3)		31,398		31,971
500 North Capitol Venture LLC	500 North Capitol Venture LLC	500 North Capitol Street, NW	30.00	%			(8,559)		(9,185)
501 K Street LLC	501 K Street LLC	1001 6th Street	50.00	%			43,443		42,922
Podium Developer LLC	Podium Developer LLC	The Hub on Causeway - Podium	50.00	%			44,542		46,839
Residential Tower Developer LLC	Residential Tower Developer LLC	Hub50House	50.00	%			44,214		45,414
Hotel Tower Developer LLC	Hotel Tower Developer LLC	The Hub on Causeway - Hotel Air Rights	50.00	%			12,750		12,366
Office Tower Developer LLC	Office Tower Developer LLC	100 Causeway Street	50.00	%			59,550		59,716
1265 Main Office JV LLC	1265 Main Office JV LLC	1265 Main Street	50.00	%			3,583		3,465
BNY Tower Holdings LLC	BNY Tower Holdings LLC	Dock 72	50.00	%	(4)		(13,511)		(19,921)

CA-Colorado Center, LLC	CA-Colorado Center, LLC	Colorado Center	50.00	%			235,846		233,862
CA-Colorado Center, LLC
CA-Colorado Center, LLC
7750 Wisconsin Avenue LLC	7750 Wisconsin Avenue LLC	7750 Wisconsin Avenue	50.00	%			50,789		52,152
BP-M 3HB Venture LLC	BP-M 3HB Venture LLC	3 Hudson Boulevard	25.00	%			115,878		116,397
SMBP Venture LP		Santa Monica Business Park	55.00	%			161,368		164,735
Platform 16 Holdings LP	Platform 16 Holdings LP	Platform 16	55.00	%	(5)		184,642		158,109
Gateway Portfolio Holdings LLC	Gateway Portfolio Holdings LLC	Gateway Commons	50.00	%			349,055		324,038
Rosecrans-Sepulveda Partners 4, LLC	Rosecrans-Sepulveda Partners 4, LLC	Beach Cities Media Campus	50.00	%			27,013		27,000
Safeco Plaza REIT LLC	Safeco Plaza REIT LLC	Safeco Plaza	33.67	%	(6)		70,331		69,785
360 PAS Holdco LLC	360 PAS Holdco LLC	360 Park Avenue South	42.21	%	(7)		112,219		114,992
PR II/BXP Reston Gateway LLC	PR II/BXP Reston Gateway LLC	Reston Next Residential	20.00	%			11,796		11,351
751 Gateway Holdings LLC	751 Gateway Holdings LLC	751 Gateway	49.00	%			89,025		80,714
200 Fifth Avenue JV LLC	200 Fifth Avenue JV LLC	200 Fifth Avenue	26.69	%			116,335		120,083
ABXP Worldgate Investments LLC	ABXP Worldgate Investments LLC	13100 and 13150 Worldgate Drive	50.00	%			17,182		N/A
							$	1,703,032	$	1,630,485
						$

_______________

(1)Investments with deficit balances aggregating approximately ~~$77.9~~$29.4 million and ~~$85.4~~$39.9 million at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, are included within Other Liabilities in the Company’s Consolidated Balance Sheets.

(2)~~The Company’s economic ownership has increased based on the achievement of certain return thresholds.~~ At ~~June 30, 2023 and~~ December 31, ~~2022,~~2023, the Company’s economic ownership was approximately 50%. On January 8, 2024, the Company completed the acquisition of its joint venture partner’s 50% economic ownership interest for a gross purchase price of $10.0 million, as described in Note 3 and this Note 5.

(3)The Company’s wholly-owned subsidiary that owns Wisconsin Place Office also owns a 33.33% interest in the joint venture entity that owns the land, parking garage and infrastructure of the project.

(4)This property includes net equity balances from the amenity joint venture.

(5)~~At December 31, 2022, this entity was a VIE.~~

~~(6)~~The Company’s ownership includes (1) a 33.0% direct interest in the joint venture, and (2) an additional 1% interest in each of the two entities through which each partner owns its interest in the joint venture.

~~(7)~~(6)The Company’s ownership includes (1) a 35.79% direct interest in the joint venture, (2) an additional ~~5.837%~~35.02% indirect ownership in the joint venture, and (3) an additional 1% interest in ~~each of~~ the ~~two entities~~entity through which ~~each~~the 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.

~~Table of Contents~~

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.

Table of Contents

The combined summarized balance sheets of the Company’s unconsolidated joint ventures are as follows:


		June 30, 2023		December 31, 2022
	March 31, 2024						March 31, 2024	December 31, 2023
		(in thousands)				(in thousands)
ASSETS	ASSETS
Real estate and development in process, net (1)	Real estate and development in process, net (1)	$	6,748,400	$	6,537,554
Other assets		779,220		756,786
Real estate and development in process, net (1)
Real estate and development in process, net (1)
Other assets (2)
Total assets	Total assets	$	7,527,620	$	7,294,340
LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY	LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY
Mortgage and notes payable, net	Mortgage and notes payable, net	$	4,056,181	$	4,022,746
Other liabilities (2)		724,078		716,271
Mortgage and notes payable, net
Mortgage and notes payable, net
Other liabilities (3)
Members’/Partners’ equity	Members’/Partners’ equity	2,747,361		2,555,323
Total liabilities and members’/partners’ equity	Total liabilities and members’/partners’ equity	$	7,527,620	$	7,294,340
Company’s share of equity	Company’s share of equity	$	1,301,827	$	1,238,929
Basis differentials (3)		401,205		391,556
Carrying value of the Company’s investments in unconsolidated joint ventures (4)		$	1,703,032	$	1,630,485
Basis differentials (4)
Carrying value of the Company’s investments in unconsolidated joint ventures (5)

_______________

(1)At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022, this amount included right of use assets - finance leases totaling approximately $248.9 million. At June 30,~~ 2023, ~~and December 31, 2022,~~ this amount included right of use assets - operating leases totaling approximately ~~$20.6~~$19.8 million and ~~$21.2~~$20.1 million, respectively.

(2)At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, this amount included sales-type lease ~~liabilities - finance leases~~receivable, net totaling approximately ~~$379.7~~$14.0 million and ~~$382.2~~$13.9 million, respectively.

(3)At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, this amount included lease liabilities - operating leases totaling approximately $30.5 million.

~~(3)~~(4)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. 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:

June 30, 2023

December 31, 2022

March 31, 2024

December 31, 2023

Property

(in thousands)

Property

(in thousands)

Colorado Center

300,370

301,820

200 Fifth Avenue

96,837

94,497

Gateway Commons

48,078

47,808

Safeco Plaza

360 Park Avenue South

Dock 72

(97,232)

(98,980)

Platform 16

These basis differentials (excluding land) will be amortized over the remaining lives of the related assets and liabilities.

~~(4)~~(5)Investments with deficit balances aggregating approximately ~~$77.9~~$29.4 million and ~~$85.4~~$39.9 million at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, are reflected within Other Liabilities in the Company’s Consolidated Balance Sheets.

Table of Contents

The combined summarized statements of operations of the Company’s unconsolidated joint ventures are as follows:








		Three months ended June 30,				Six months ended June 30,
		2023		2022		2023		2022
		(in thousands)								(in thousands)
Total revenue (1)	Total revenue (1)	$	164,771	$	120,871	$	316,194	$	245,362
Expenses	Expenses
Expenses
Expenses
Operating
Operating
Operating	Operating	61,023		45,353		118,229		90,994
Transaction costs	Transaction costs	27		811		101		811
Transaction costs
Transaction costs
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization	Depreciation and amortization	51,233		43,293		101,211		87,957
Total expenses	Total expenses	112,283		89,457		219,541		179,762
Total expenses
Total expenses
Other income (expense)	Other income (expense)
Loss from early extinguishment of debt		(3)		—		(3)		(1,327)
Other income (expense)
Other income (expense)

Interest expense	Interest expense	(58,799)		(32,219)		(116,049)		(62,592)
Unrealized gain on derivative instruments		14,457		—		3,847		—

Interest expense

Interest expense
Unrealized gain (loss) on derivative instruments
Unrealized gain (loss) on derivative instruments
Unrealized gain (loss) on derivative instruments

Net income (loss)

Net income (loss)

Net income (loss)	Net income (loss)	$	8,143	$	(805)	$	(15,552)	$	1,681

Company’s share of net income (loss)	Company’s share of net income (loss)	$	639	$	1,082	$	(6,263)	$	4,476

Company’s share of net income (loss)

Company’s share of net income (loss)

Gain on sale / consolidation

Gain on sale / consolidation

Gain on sale / consolidation

Basis differential (2)

Basis differential (2)

Basis differential (2)	Basis differential (2)	(7,307)		(1,136)		(7,974)		(2,341)
Income (loss) from unconsolidated joint ventures	Income (loss) from unconsolidated joint ventures	$	(6,668)	$	(54)	$	(14,237)	$	2,135
Income (loss) from unconsolidated joint ventures
Income (loss) from unconsolidated joint ventures

_______________

(1)Includes straight-line rent adjustments of approximately ~~$6.9~~$7.7 million and ~~$17.8~~$6.3 million for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and approximately $13.2 million and $45.3 million for the six months ended June 30, 2023 and 2022,~~ respectively.

(2)Includes depreciation and amortization of approximately $2.9 million and $3.7 million for the three months ended March 31, 2024 and 2023, respectively. Includes unrealized gain (loss) on derivative instruments of approximately $2.7 million and $(2.8) million for the three months ended March 31, 2024 and 2023, respectively. Includes straight-line rent adjustments of approximately ~~$0.4 million and $0.1~~$0.3 million for the three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022, respectively, and approximately $0.7 million and $0.2 million for the six months ended June 30, 2023 and 2022, respectively.~~2023. Also includes net above-/below-market rent adjustments of approximately $0.2 million ~~and $0.1 million~~ for the three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022, respectively, and approximately $0.4 million and $0.2 million for the six months ended June 30, 2023 and 2022.~~2023.

On January ~~31, 2023,~~2, 2024, a joint venture in which the Company has a 50% interest partially placed in-service 651 Gateway, an approximately 327,000 net rentable square foot laboratory/life sciences project in South San Francisco, California. The property is approximately 21% pre-leased as of May 2, 2024.

On January 8, 2024, the Company acquired aits joint venture partner’s 50% economic ownership interest in athe joint venture that owns ~~13100 and 13150 Worldgate Drive~~901 New York Avenue, located in ~~Herndon, Virginia~~Washington, DC, for a gross purchase price of ~~approximately $17.0 million. The~~$10.0 million in cash (See Note 3). Prior to 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~~the Company had 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~~50% economic ownership interest in the joint venture ~~will commence~~and accounted for it under the ~~development~~equity method of accounting. The acquisition resulted in the Company having full ownership of the joint venture such that the Company now accounts for the assets, liabilities, and operations of it on a consolidated basis in its financial statements instead of under the equity method of accounting and as ~~currently contemplated or at all.~~a result recognized a gain on consolidation of approximately $21.8 million.

On ~~April 21, 2023,~~February 6, 2024, a joint venture in which the Company owns a 25% interest extended the maturity date of the loan collateralized by its 3 Hudson Boulevard property. The extended loan continues to bear interest at a variable rate equal to Term SOFR plus approximately 3.61% per annum and matures on May 9, 2024. At the time of the extension, the loan had an outstanding balance totaling $80.0 million and was scheduled to mature on February 9, 2024. 3 Hudson Boulevard consists of land and improvements held for future development located in New York, New York.

On February 9, 2024, 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~~The construction 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.million. The extended loan ~~continued~~continues 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 now matures on April 26, 2024, with a one-year extension option, subject to certain conditions. 7750 Wisconsin Avenue is a premier workplace with approximately 734,000 net rentable square feet located in Bethesda, Maryland.

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

~~Table of Contents~~

~~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 modification, 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. The modified 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. As of June 30, 2023, the loan had approximately $23.2 million of accrued interest due at the maturity date, August 13, 2023. For the period commencing on July 7, 2023 through the maturity date, the modified loan will bear interest at a variable rate equal to Term SOFR plus 1.35% per annum and matures on April 26, 2025. At the time of the extension, the loan had an outstanding balance totaling approximately $251.6 million and was scheduled to mature

Table of Contents

on April 26, 2024. 7750 Wisconsin Avenue is a premier workplace with approximately 736,000 net rentable square feet located in Bethesda, Maryland.

6. Debt

Mortgage Notes Payable

On January 8, 2024, the Company acquired its joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue located in Washington, DC (See Note 3). The property is subject to existing mortgage indebtedness. At acquisition, the mortgage loan had an outstanding principal balance of approximately $207.1 million, bore interest at 3.61% per ~~annum.~~annum and was scheduled to mature on January 5, 2025. The mortgage loan was recorded at a fair value of approximately $198.7 million. On January 11, 2024, the Company modified the mortgage loan ~~now matures on August 13, 2023, with one 180 days~~to provide for two extension ~~option,~~options totaling five years of additional term, each subject to certain conditions. ~~3 Hudson Boulevard consists of land and improvements held for future development located in New York, New York.~~

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.

~~6. Debt~~

Unsecured Senior Notes

The following summarizes the unsecured senior notes outstanding as of ~~June 30, 2023~~March 31, 2024 (dollars in thousands):


		Coupon/Stated Rate		Effective Rate(1)		Principal Amount		Maturity Date(2)
10.5 Year Unsecured Senior Notes		3.125	%	3.279	%	$	500,000	September 1, 2023
10.5 Year Unsecured Senior Notes		3.800	%	3.916	%	700,000		February 1, 2024
	Coupon/Stated Rate											Coupon/Stated Rate			Effective Rate(1)				Principal Amount		Maturity Date(2)
7 Year Unsecured Senior Notes	7 Year Unsecured Senior Notes	3.200	%	3.350	%	850,000		January 15, 2025	7 Year Unsecured Senior Notes	3.200	%		3.350	%		$	850,000	January 15, 2025		January 15, 2025
10 Year Unsecured Senior Notes	10 Year Unsecured Senior Notes	3.650	%	3.766	%	1,000,000		February 1, 2026	10 Year Unsecured Senior Notes	3.650	%		3.766	%		1,000,000		February 1, 2026		February 1, 2026
10 Year Unsecured Senior Notes	10 Year Unsecured Senior Notes	2.750	%	3.495	%	1,000,000		October 1, 2026	10 Year Unsecured Senior Notes	2.750	%		3.495	%		1,000,000		October 1, 2026		October 1, 2026
5 Year Unsecured Senior Notes	5 Year Unsecured Senior Notes	6.750	%	6.924	%	750,000		December 1, 2027	5 Year Unsecured Senior Notes	6.750	%		6.924	%		750,000		December 1, 2027		December 1, 2027
10 Year Unsecured Senior Notes	10 Year Unsecured Senior Notes	4.500	%	4.628	%	1,000,000		December 1, 2028	10 Year Unsecured Senior Notes	4.500	%		4.628	%		1,000,000		December 1, 2028		December 1, 2028
10 Year Unsecured Senior Notes	10 Year Unsecured Senior Notes	3.400	%	3.505	%	850,000		June 21, 2029	10 Year Unsecured Senior Notes	3.400	%		3.505	%		850,000		June 21, 2029		June 21, 2029
10.5 Year Unsecured Senior Notes	10.5 Year Unsecured Senior Notes	2.900	%	2.984	%	700,000		March 15, 2030	10.5 Year Unsecured Senior Notes	2.900	%		2.984	%		700,000		March 15, 2030		March 15, 2030
10.75 Year Unsecured Senior Notes	10.75 Year Unsecured Senior Notes	3.250	%	3.343	%	1,250,000		January 30, 2031	10.75 Year Unsecured Senior Notes	3.250	%		3.343	%		1,250,000		January 30, 2031		January 30, 2031
11 Year Unsecured Senior Notes	11 Year Unsecured Senior Notes	2.550	%	2.671	%	850,000		April 1, 2032	11 Year Unsecured Senior Notes	2.550	%		2.671	%		850,000		April 1, 2032		April 1, 2032
12 Year Unsecured Senior Notes	12 Year Unsecured Senior Notes	2.450	%	2.524	%	850,000		October 1, 2033	12 Year Unsecured Senior Notes	2.450	%		2.524	%		850,000		October 1, 2033		October 1, 2033
10.7 Year Unsecured Senior Notes	10.7 Year Unsecured Senior Notes	6.500	%	6.619	%	750,000		January 15, 2034	10.7 Year Unsecured Senior Notes	6.500	%		6.619	%		750,000		January 15, 2034		January 15, 2034
Total principal	Total principal					11,050,000
Less:	Less:
Less:
Less:
Net unamortized discount
Net unamortized discount
Net unamortized discount	Net unamortized discount					14,831
Deferred financing costs, net	Deferred financing costs, net					49,774
Deferred financing costs, net
Deferred financing costs, net
Total	Total					$	10,985,395
Total
Total

_______________

(1)Yield on issuance date including the effects of discounts on the notes, settlements of interest rate contracts and the amortization of financing costs.

(2)No principal amounts are due prior to maturity.

~~Table of Contents~~

On ~~May 15, 2023,~~February 1, 2024, BPLP ~~completed a public offering of $750.0~~repaid $700.0 million in aggregate principal amount of its ~~6.500% unsecured~~3.800% senior notes due ~~2034.~~February 1, 2024. The ~~notes were priced at 99.697%~~repayment was completed with available cash and the $600.0 million proceeds from the mortgage loan entered into on October 26, 2023. The repayment price was approximately $713.3 million, which was equal to the stated principal plus approximately $13.3 million of accrued and unpaid interest to, but not including, the repayment date. Excluding the accrued and unpaid interest, the repayment price was equal to the principal amount to yield an effective rate (including financing fees) of approximately 6.619% per annum to maturity. The notes will mature on January 15, 2034, unless earlier redeemed. The aggregate net proceeds from the offering were approximately $741.3 million after deducting underwriting discounts and transaction expenses.being repaid.

The indenture relating to the unsecured senior notes contains certain financial restrictions and requirements, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 50%, (3) an interest coverage ratio of greater than 1.50, and (4) an unencumbered asset value of not less than 150% of unsecured debt. At ~~June 30, 2023,~~March 31, 2024, BPLP was in compliance with each of these financial restrictions and requirements.

~~Unsecured Credit Facility~~

On June 1, 2023, BPLP amended its unsecured credit facility (as amended, the “2021 Credit Facility”) to replace the LIBOR-based daily floating rate option with a SOFR-based daily floating rate option and to add options for SOFR-based term floating rates and rates for alternative currency loans. In addition, the amendment added a SOFR credit spread adjustment of 0.10%. Other than the foregoing, the material terms of the 2021 Credit Facility remain unchanged.

The 2021 Credit Facility provides for borrowings of up to $1.5 billion through BPLP’s revolving facility (the “Revolving Facility”), subject to customary conditions. The 2021 Credit Facility matures on June 15, 2026 and includes a sustainability-linked pricing component. Under the 2021 Credit Facility, BPLP may increase the total commitment by up to $500.0 million by increasing the amount of the Revolving Facility and/or by incurring one or more term loans, in each case, subject to syndication of the increase and other conditions.

At BPLP’s option, loans under the 2021 Credit Facility will bear interest at a rate per annum equal to (1) (a) in the case of loans denominated in Dollars, Term SOFR and SOFR, (b) in the case of loans denominated in Euro, EURIBOR, (c) in the case of loans denominated in Canadian Dollars, CDOR, and (d) in the case of loans denominated in Sterling, SONIA, in each case, plus a margin ranging from 70.0 to 140.0 basis points based on BPLP’s credit rating or (2) an alternate base rate equal to the greatest of (a) the Federal Funds rate plus 0.5%, (b) the administrative agent’s prime rate, (c) Term SOFR plus 1.00%, and (d) 1.00%, in each case, plus a margin ranging from 0 to 40 basis points based on BPLP’s credit rating.

The 2021 Credit Facility also features a sustainability-linked pricing component such that if BPLP meets certain sustainability performance targets, the applicable per annum interest rate will be reduced by one basis point. In addition, the 2021 Credit Facility contains a competitive bid option for up to 65% of the Revolving Facility that allows banks that are part of the lender consortium to bid to make loan advances to BPLP~~at a reduced interest rate.~~

Pursuant to the 2021 Credit Facility, BPLP is obligated to pay (1) in quarterly installments a facility fee on the total commitment under the Revolving Facility at a rate per annum ranging from 0.10% to 0.30% based on BPLP’s credit rating and (2) an annual fee on the undrawn amount of each letter of credit ranging from 0.70% to 1.40% based on BPLP’s ~~credit rating.~~

Based on BPLP’s June 30, 2023 credit rating, (1) the applicable Daily SOFR, Term SOFR, alternative currency daily rate, and alternative currency term rate margins are 0.775%, (2) the alternate base rate margin is zero basis points and (3) the facility fee is 0.15% per annum.

~~At June 30, 2023, BPLP had no amount outstanding under the Revolving Facility.~~

~~Unsecured Term Loan~~

On January 4, 2023, BPLP entered into a credit agreement that provided for a $1.2 billion unsecured term loan facility (the “2023 Unsecured Term Loan”). Under the credit agreement, BPLP may, at any time prior to the maturity date, increase total commitments by up to an additional $300.0 million in aggregate principal amount by increasing the existing 2023 Unsecured Term Loan or incurring one or more additional term loans, in each case, subject to syndication of the increase and other conditions. The 2023 Unsecured Term Loan matures on May 16, 2024, with one 12-month extension option, subject to customary conditions. Upon entry into the credit agreement, BPLP exercised its option to draw $1.2 billion under the 2023 Unsecured Term Loan, a portion of which was used to repay in full the $730.0 million outstanding under its prior unsecured credit agreement (the “2022 Unsecured Term Loan”), which was scheduled to mature on May 16, 2023. There was no prepayment penalty associated with the

Table of Contents

~~repayment of the 2022 Unsecured Term Loan.~~

At BPLP’s option, loans under the 2023 Unsecured Term Loan will bear interest at a rate per annum equal to (1) a base rate equal to the greatest of (a) the Federal Funds rate plus 0.5%, (b) the administrative agent’s prime rate, (c) Term SOFR for a one-month period plus 1.00%, and (d) 1.00%, in each case, plus a margin ranging from 0 to 60 basis points based on BPLP’s credit rating; or (2) a rate equal to adjusted Term SOFR with a one-month period plus a margin ranging from 75 to 160 basis points based on BPLP’s credit rating. Based on BPLP’s credit rating upon entry into the credit agreement, the base rate margin is 0 basis points and the Term SOFR margin is 0.85%. As of June 30, 2023, the 2023 Unsecured Term Loan bears interest at a rate equal to adjusted Term SOFR plus 0.85% (see Note 7)~~. At June 30, 2023, BPLP had $1.2 billion outstanding under the 2023 Unsecured Term Loan.~~

~~2021 Credit Facility and 2023 Unsecured Term Loan Compliance~~

The agreements governing the 2021 Credit Facility and 2023 Unsecured Term Loan contain customary representations and warranties, affirmative and negative covenants and events of default provisions, including the failure to pay indebtedness, breaches of covenants and bankruptcy and other insolvency events, which could result in the acceleration of the obligation to repay, in the case of the 2021 Credit Facility, all outstanding amounts and the cancellation of all commitments outstanding under the 2021 Credit Facility and, in the case of the 2023 Unsecured Term Loan, any outstanding amount under the 2023 Unsecured Term Loan. Among other covenants, the 2021 Credit Facility and the 2023 Unsecured Term Loan require that BPLP maintain on an ongoing basis: (1) a leverage ratio not to exceed 60%, however, the leverage ratio may increase to no greater than 65% provided that it is reduced back to 60% within one year, (2) a secured debt leverage ratio not to exceed 55%, (3) a fixed charge coverage ratio of at least 1.40, (4) an unsecured debt leverage ratio not to exceed 60%, however, the unsecured debt leverage ratio may increase to no greater than 65% provided that it is reduced to 60% within one year, (5) an unsecured debt interest coverage ratio of at least 1.75 and (6) limitations on permitted investments. At June 30, 2023, BPLP was in compliance with each of these financial and other covenant requirements.

7. Derivative Instruments and Hedging Activities

~~On May 2, 2023,~~BPLP’s agreements with the swap derivative counterparties contain provisions whereby if BPLP ~~entered into four interest rate~~defaults on the underlying indebtedness, including defaults where repayment of the indebtedness has not been accelerated by the lender, then BPLP could also be declared in default of the swap ~~contracts with notional amounts aggregating $1.2 billion. BPLP entered into these interest rate swap contracts to reduce its exposure~~derivative obligation. As of March 31, 2024, the Company had not posted any collateral related to the variability in future cash flows attributable to changes in the 2023 Unsecured Term Loan interest rate. These interest rate swaps were entered into to fix Term SOFR, the reference rate for BPLP’s 2023 Unsecured Term Loan, at a weighted-average rate of 4.6420% for the period commencing on May 4, 2023 and ending on May 16, 2024 (see Note 6)~~. For the period from May 4, 2023 through June 30, 2023, the Company recognized approximately $(0.9) million of interest expense related to its interest rate swap contracts.~~agreements.

Effective Hedge Instruments

BPLP assesses the effectiveness of its hedges both at inception and on an ongoing basis. If the hedges are deemed to be effective, the fair value is recorded in “Accumulated other comprehensive ~~loss”~~income (loss)” in the Company’s Consolidated Balance Sheets and is subsequently reclassified into “Interest expense” in the Company’s Consolidated Statements of Operations in the period that the hedged forecasted transactions affect earnings. BPLP’s derivative financial instruments are cash flow hedges that are designated as effective hedges, and are carried at their estimated fair value on a recurring basis (See Note 2). The Company did not incur any ineffectiveness during the three months ended ~~June 30, 2023.~~March 31, 2024.

BPLP’s and SMBP LLC’s interest rate swap contracts consisted of the following at ~~June 30, 2023~~March 31, 2024 (dollars in thousands):

Derivative Instrument

Aggregate Notional Amount

Strike Rate Range

Balance Sheet Location

Effective Date

Maturity Date

Low

High

Fair Value

Effective Date

Maturity Date

Low

High

Fair Value

BPLP:

Interest Rate Swaps

1,200,000

May 4, 2023

May 16, 2024

4.638

—

4.646

Prepaid expenses and other assets

6,445

Interest Rate Swaps

1,800,000

SMBP LLC (1)

Interest Rate Swaps

_______________

(1)A subsidiary of the Company that is the borrower under the mortgage loan collateralized by its Santa Monica Business Park property.

The following table presents the location in the financial statements of the gains or losses recognized related to the Company’s cash flow hedges for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022 (dollars in~~(in thousands):

~~Table of Contents~~


		Three months ended June 30,				Six months ended June 30,
		2023		2022		2023		2022
		Three months ended March 31,
		Three months ended March 31,
		Three months ended March 31,
		2024
		2024
		2024
Amount of gain (loss) related to the effective portion recognized in other comprehensive income (1)	Amount of gain (loss) related to the effective portion recognized in other comprehensive income (1)	$	14,965	$	35	$	8,427	$	7,600

Amount of gain (loss) related to the effective portion recognized in other comprehensive income (1)
Amount of gain (loss) related to the effective portion recognized in other comprehensive income (1)
Amount of gain (loss) related to the effective portion subsequently reclassified to earnings (2)
Amount of gain (loss) related to the effective portion subsequently reclassified to earnings (2)
Amount of gain (loss) related to the effective portion subsequently reclassified to earnings (2)	Amount of gain (loss) related to the effective portion subsequently reclassified to earnings (2)	$	1,674	$	1,677	$	3,349	$	3,353
Amount of gain (loss) relate do the ineffective portion and amount excluded from effectiveness testing	Amount of gain (loss) relate do the ineffective portion and amount excluded from effectiveness testing	$	—	$	—	$	—	$	—
Amount of gain (loss) relate do the ineffective portion and amount excluded from effectiveness testing
Amount of gain (loss) relate do the ineffective portion and amount excluded from effectiveness testing

_______________

(1)Includes the Company’s share of gain (loss) related to the effective portion of derivatives outstanding at its unconsolidated joint venture properties.

(2)~~Consists of~~Includes amounts from previous interest rate programs.

BPLP has formally documented all of its relationships between hedge instruments and hedging items, as well as its risk-management objectives and strategy for undertaking various hedge transactions. While management believes its judgments are reasonable, a change in a derivative's effectiveness as a hedge could materially affect expenses, net income (loss) and equity.

~~BPLP’s~~

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Ineffective Hedging Instruments

During the year ended December 31, 2023, to satisfy a lender requirement, the Company entered into two agreements with the ~~swap derivative counterparties contain provisions whereby if BPLP defaults on~~same third-party to purchase and sell a $600.0 million interest rate cap. The Company did not elect hedge accounting, and as such, any change in market value will be recognized in Gain (losses) from interest rate contracts in the ~~underlying indebtedness, including defaults where repayment~~Consolidated Statement of Operations. For the ~~indebtedness has not been accelerated by the lender, then BPLP could also be declared in default of the swap derivative obligation. As of June 30,~~three months ended March 31, 2024 and 2023, the Company ~~had not posted any collateral related~~recognized no impact to ~~the~~its Consolidated Statement of Operations from entering into these agreements.

8. Commitments and Contingencies

General

In the normal course of business, the Company guarantees its performance of services or indemnifies third parties against its negligence. In addition, in the normal course of business, the Company guarantees to certain tenants the obligations of its subsidiaries for the payment of tenant improvement allowances and brokerage commissions in connection with their leases and limited costs arising from delays in delivery of their premises.

The Company had letter of credit and performance obligations related to lender and development requirements that total approximately $21.6 million at ~~June 30, 2023.~~March 31, 2024.

Certain of the Company’s 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. From time to time, under certain of the Company’s joint venture agreements, if certain return thresholds are achieved, either the Company or its partners may be entitled to an additional promoted interest or payments.

From time to time, the Company (or ventures in which the Company has an ownership interest) has agreed, and may in the future agree, to (1) guarantee portions of the principal, interest and other amounts in connection with their borrowings, (2) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with their borrowings and (3) provide guarantees to lenders, tenants and other third parties for the completion of development projects. The Company has agreements with its outside or joint venture partners whereby the partners agree to reimburse the joint venture for their share of any payments made under the guarantee. In some cases, the Company earns a fee from the applicable joint venture for providing the guarantee.

In connection with the refinancing of 767 Fifth Avenue’s (the General Motors Building) secured loan by the Company’s consolidated joint venture entity, 767 Venture, LLC, the Company guaranteed the consolidated entity’s obligation to fund various reserves for tenant improvement costs and allowances, leasing commissions and free rent obligations in lieu of cash deposits. As of ~~June 30, 2023,~~March 31, 2024, the maximum funding obligation under the guarantee was approximately ~~$11.2~~$8.5 million. The Company earns a fee from the joint venture for providing the guarantee and has an agreement with the outside partners to reimburse the joint venture for their share of any payments made under the guarantee. As of ~~June 30, 2023,~~March 31, 2024, no amounts related to the guarantee were recorded as liabilities in the Company’s consolidated financial statements.

In connection with the ~~development~~sale of Metropolitan Square, in which the Company had a 20% equity interest, the Company agreed to become a co-lender of up to $20.0 million under a mezzanine loan. The mezzanine loan has a maximum principal amount of $100.0 million, and it is subordinate only to an existing senior loan. The mezzanine loan may be drawn upon for future lease-up, operating and other costs on an as needed basis, and amounts borrowed will bear interest at a per annum rate of 12%, compounded monthly. As of March 31, 2024, the Company has funded approximately $2.2 million.

Legal Matters

The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the ~~Company’s 290 Binney Street project located~~Company.

In connection with the acquisition of a premier workplace in ~~Cambridge, Massachusetts,~~New York City in 2010, the Company entered into an agreement with the seller pursuant to which ~~commenced~~the seller could earn various fees based on ~~January 5, 2023 (see Note 3),~~ the ~~Cambridge Zoning Ordinance requires~~future leasing performance of the property. The Company initially accrued approximately $1.5 million as an estimate of the fees it would owe the seller. The seller filed suit against the Company claiming that consideration significantly in excess of the initial reserve amount is owed under the agreement in 2020. The disagreement between the Company and the

2827

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seller involves material issues of contract interpretation and, more importantly, the method of calculating fees, including various inputs (both facts and assumptions) that drive the calculation. In February 2024, a ~~building permit for the construction of a residential project of at least 400,000 square feet be~~summary judgment was issued ~~prior to or concurrently with the issuance of a building permit for the commercial building. 290 Binney Street and the residential project are components~~interpreting certain sections of the ~~Company’s future life sciences development project located~~agreement in the heart of Kendall Square in Cambridge, Massachusetts. When completed the Company expects the project will consist of two premier workplace properties aggregating approximately 1.1 million rentable square feet of life sciences space and the approximately 400,000 square foot residential building. The commencement of construction of each phasefavor of the ~~overall project~~seller’s claims. The Company believes it has meritorious defenses to the seller’s claims, is ~~subject~~disputing the seller’s calculations and intends to ~~various conditions, some of which are not within the Company’s control. There~~continue defending itself vigorously. However, there can be no assurance that the ~~conditions~~Company will prevail in the lawsuit. If the court ultimately agrees with the seller’s calculations, then amounts due to the seller could theoretically be ~~satisfied or~~as high as the additional $31 million claimed in the seller’s complaint, plus interest. Although the Company rejects those calculations, there can be no assurance that the Company’s ultimate liability will not be significantly greater than its established accrual.

On April 26, 2024, Brammer Bio MA, LLC (“Brammer”), a subsidiary of Thermo Fisher Scientific Inc. and an abutter to the Company’s 290 Binney Street development project located in Cambridge, Massachusetts, filed a complaint in Superior Court in Suffolk County, Massachusetts against the Company relating to certain ongoing construction activities.

In the first quarter of 2023, the Company commenced development of 290 Binney Street, an approximately 566,000 net rentable square foot laboratory/life sciences property that is 100% pre-leased to AstraZeneca Pharmaceuticals (“AstraZeneca”). The Company has a 55% interest in the joint venture that owns 290 Binney Street. Brammer subleases the premises at 250 Binney Street, the Company’s approximately 67,000 net rentable square foot life sciences property that is adjacent to 290 Binney Street.

Brammer alleges that, as a result of the Company’s construction of 290 Binney Street, it is threatened with irreparable harm due to intrusion onto the 250 Binney Street premises and the loss of its property rights. Brammer also alleges that the 290 Binney Street development project has caused and is causing major disruption to its manufacturing operations, and that it has suffered and will continue to suffer damages in the form of losses to its clients and customers. Brammer brought the action for quiet title, breach of contract, trespass and nuisance, and it is seeking declaratory and injunctive relief and specific performance purportedly to protect its property interests in the premises located at 250 Binney Street.

The Company believes Brammer’s claims are without merit and intends to defend against them vigorously. However, there can be no assurance the Company will ~~commence~~prevail in the ~~development of~~litigation. If the ~~remaining phases~~Company is enjoined from further construction activities, it could suffer delays in construction that could result in its failure to deliver a completed building on the ~~terms and~~ schedule ~~currently~~ contemplated by the Company’s lease with AstraZeneca or at ~~all.~~all, and this could result in owing financial penalties to AstraZeneca and other third parties. Although the Company is unable to estimate a range of loss for all related matters for which losses are reasonably possible, if the court grants injunctive relief or awards monetary damages to Brammer, it could have a material adverse effect on the Company’s results of operations and financial condition.

Insurance

The Company’s property insurance program per occurrence limits are $1.0 billion for its portfolio insurance program, including coverage for acts of terrorism other than nuclear, biological, chemical or radiological terrorism (“Terrorism Coverage”). The Company also carries $1.35 billion of property insurance in excess of the $1.0 billion of coverage in the Company’s property insurance program for 601 Lexington Avenue, New York, New York, consisting of $750 million of property and Terrorism Coverage in excess of the Company’s property insurance program and $600 million of Terrorism Coverage only in excess of the $1.75 billion of coverage. Certain properties, including the General Motors Building located at 767 Fifth Avenue in New York, New York (“767 Fifth Avenue”), are currently insured in separate insurance programs. The property insurance program per occurrence limits for 767 Fifth Avenue are $1.625 billion, including Terrorism Coverage. The Company also currently carries nuclear, biological, chemical and radiological terrorism insurance coverage for acts of terrorism certified under the Federal Terrorism Risk Insurance Act (as amended, “TRIA”) (“NBCR Coverage”), which is provided by IXP as a direct insurer, for the properties in the Company’s portfolio, including 767 Fifth Avenue, but excluding certain other properties owned in joint ventures with third parties or which the Company manages. The per occurrence limit for NBCR Coverage is $1.0 billion. Under TRIA, after the payment of the required deductible and coinsurance, the NBCR Coverage provided by IXP is backstopped by the Federal Government if the aggregate industry insured losses resulting from a certified act of terrorism exceed a “program trigger.” The program trigger is $200 million, the coinsurance is 20% and the deductible is 20% of the premiums earned by the insurer for the year prior to a claim. If the Federal Government pays out for a loss under TRIA, it is mandatory that the Federal Government recoup the full amount of the loss from insurers offering TRIA coverage after the payment of the loss pursuant to a formula in TRIA. The Company may elect to terminate the NBCR Coverage if the Federal Government seeks recoupment for losses paid

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under TRIA, if TRIA is not extended after its expiration on December 31, 2027, if there is a change in its portfolio or for any other reason. The Company intends to continue to monitor the scope, nature and cost of available terrorism insurance.

The Company also currently carries earthquake insurance on its properties located in areas known to be subject to earthquakes. Specifically, the Company currently carries earthquake insurance which covers its San Francisco and Los Angeles regions with a $330 million per occurrence limit, and a $330 million annual aggregate limit, $30 million of which is provided by IXP, as a direct insurer. This insurance is subject to a deductible in the amount of 5% of the value of the affected property. In addition, the Company currently carries earthquake insurance which covers its Seattle region with a $110 million per occurrence limit, and a $110 million annual aggregate limit. This insurance is subject to a deductible in the amount of 2% of the value of the affected property. The amount of the Company’s earthquake insurance coverage may not be sufficient to cover losses from earthquakes. In addition, the amount of earthquake coverage could impact the Company’s ability to finance properties subject to earthquake risk. The Company may discontinue earthquake insurance or change the structure of its earthquake insurance program on some or all of its properties in the future if the premiums exceed the Company’s estimation of the value of the coverage.

IXP, a captive insurance company which is a wholly-owned subsidiary of the Company, acts as a direct insurer with respect to a portion of the Company’s earthquake insurance coverage for its Greater San Francisco and Los Angeles properties and the Company’s NBCR Coverage. Insofar as the Company owns IXP, it is responsible for its liquidity and capital resources, and the accounts of IXP are part of the Company’s consolidated financial statements. In particular, if a loss occurs which is covered by the Company’s NBCR Coverage but is less than the applicable program trigger under TRIA, IXP would be responsible for the full amount of the loss without any backstop by the Federal Government. IXP would also be responsible for any recoupment charges by the Federal Government in the event losses are paid out and its insurance policy is maintained after the payout by the Federal Government. If the Company experiences a loss and IXP is required to pay under its insurance policy, the Company would ultimately record the loss to the extent of the required payment. Therefore, insurance coverage provided by IXP should not be

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considered as the equivalent of third-party insurance, but rather as a modified form of self-insurance. In addition, BPLP has issued a guarantee to cover liabilities of IXP in the amount of $20.0 million.

The Company continues to monitor the state of the insurance market in general, and the scope and costs of coverage for acts of terrorism, earthquakes, pandemics and ~~pandemics,~~cybersecurity incidents, in particular, but the Company cannot anticipate what coverage will be available on commercially reasonable terms in future policy years. There are other types of losses, such as from wars, for which the Company cannot obtain insurance at all or at a reasonable cost. With respect to such losses and losses from acts of terrorism, earthquakes, pandemics or other catastrophic events, if the Company experiences a loss that is uninsured or that exceeds policy limits, the Company could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties. Depending on the specific circumstances of each affected property, it is possible that the Company could be liable for mortgage indebtedness or other obligations related to the property. Any such loss could materially and adversely affect the Company’s business, ~~and~~ financial condition and results of operations.

9. Noncontrolling Interests

Noncontrolling interests relate to the interests in BPLP not owned by BXP and interests in consolidated property partnerships not wholly-owned by the Company. As of ~~June 30, 2023,~~March 31, 2024, the noncontrolling interests in BPLP consisted of ~~16,522,540 OP Units, 2,135,852 LTIP Units (including 514,715~~the following:


OP Units	LTIP Units (1)	2022 MYLTIP Units	2023 MYLTIP Units	2024 MYLTIP Units
16,492,171	2,666,636	252,151	322,053	330,479

__________

(1)Includes 666,405 LTIP Units earned by employees under the Company’s multi-year long-term incentive awards granted between 2012 and ~~2020~~2021 (i.e., 2012 OPP and 2013 - ~~2020~~2021 MYLTIP awards)~~), 349,267 2021 MYLTIP Units, 252,151 2022 MYLTIP Units and 322,053 2023 MYLTIP Units held by parties other than BXP.~~.

Noncontrolling Interest—Common Units

During the ~~six~~three months ended ~~June 30, 2023, 21,346~~March 31, 2024, 36,305 OP Units were presented by the holders for redemption (including an aggregate of ~~21,346~~22,155 OP Units issued upon conversion of LTIP Units, 2012 OPP Units and MYLTIP Units) and were redeemed by BXP in exchange for an equal number of shares of Common Stock.

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At ~~June 30, 2023,~~March 31, 2024, BPLP had outstanding ~~349,267 2021 MYLTIP Units, 252,151~~the 2022 ~~MYLTIP Units and 322,053 2023~~- 2024 MYLTIP Units. Prior to the end of the respective three-year performance period for each plan, holders of MYLTIP Units are entitled to receive per unit distributions equal to one-tenth (10%) of the regular quarterly distributions payable on an OP Unit, but will not be entitled to receive any special distributions. After the three-year performance period for each plan has ended, (1) the number of MYLTIP Units, both vested and unvested, that MYLTIP award recipients have earned, if any, based on the establishment of a performance pool, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on an OP Unit and (2) with respect to the ~~2021~~2022 - ~~2023~~2024 MYLTIP Units, the Company will make a “catch-up” cash payment on the MYLTIP Units that are ultimately earned in an amount equal to the regular and special dividends, if any, declared during the performance period on a number of shares of Common Stock agreed to the number of 2022 - 2024 MYLTIP Units that are earned, less the distributions actually paid during the performance period on all of the awarded ~~2021~~2022 - ~~2023~~2024 MYLTIP Units.

On February ~~3, 2023,~~1, 2024, the measurement period for the Company’s ~~2020~~2021 MYLTIP awards ended and, based on BXP’s absolute and relative TSR performance, the final payout was determined to be ~~50%~~112% of target, or an aggregate of approximately ~~$3.8~~$12.6 million (after giving effect to employee separations). As a result, an aggregate of ~~152,460 2020~~155,625 2021 MYLTIP Units that had been previously granted were automatically forfeited.

The following table presents BPLP’s distributions on the OP Units and LTIP Units ~~(including the 2012 OPP Units, 2013 - 2019~~and MYLTIP Units paid or declared in 2024 and after the February 3, 2023 measurement date, the 2020 MYLTIP Units) and its distributions on the 2020 MYLTIP Units (prior to the February 3, 2023 measurement date) and 2021 - 2023 MYLTIP Units (after the February 7, 2023 issuance date of the 2023 MYLTIP Units) that occurred during the ~~six~~three months ended ~~June 30,~~March 31, 2023:

Record Date Payment Date Distributions per OP Unit and LTIP Unit Distributions per MYLTIP Unit
June 30, 2023 July 31, 2023 $0.98 $0.098
March 31, 2023 April 28, 2023 $0.98 $0.098
December 30, 2022 January 30, 2023 $0.98 $0.098

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The following table presents BPLP’s distributions on the OP Units and LTIP Units (including the 2012 OPP Units, 2013 - 2018 MYLTIP Units and, after the February 4, 2022 measurement date, the 2019 MYLTIP Units) and its distributions on the 2019 MYLTIP Units (prior to the February 4, 2022 measurement date) and 2020 - 2022 MYLTIP Units (after the February 1, 2022 issuance date of the 2022 MYLTIP Units) that occurred during the six months ended June 30, 2022:

Record Date Payment Date Distributions per OP Unit and LTIP Unit Distributions per MYLTIP Unit
June 30, 2022 July 29, 2022 $0.98 $0.098
March 31, 2022 April 29, 2022 $0.98 $0.098
December 31, 2021 January 28, 2022 $0.98 $0.098


Record Date	Payment Date	Distributions per OP Unit and LTIP Unit	Distributions per MYLTIP Unit
March 28, 2024	April 30, 2024	$0.98	$0.098
December 29, 2023	January 30, 2024	$0.98	$0.098

March 31, 2023	April 28, 2023	$0.98	$0.098
December 30, 2022	January 30, 2023	$0.98	$0.098

A holder of an OP Unit may present the OP Unit to BPLP for redemption at any time (subject to restrictions agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, BPLP must redeem the OP Unit for cash equal to the then value of a share of Common Stock of BXP. BXP may, in its sole discretion, elect to assume and satisfy the redemption obligation by paying either cash or issuing one share of Common Stock. The value of the OP Units (other than OP Units owned by BXP), and LTIP Units (including the 2012 OPP Units and 2013 - ~~2020~~2021 MYLTIP Units), assuming in each case that all conditions had been met for the conversion thereof, had all of such units been redeemed at ~~June 30, 2023~~March 31, 2024 was approximately ~~$1.1~~$1.3 billion based on the last reported price of a share of Common Stock on the New York Stock Exchange of ~~$57.59~~$65.31 per share on ~~June 30, 2023.~~March 28, 2024.

Noncontrolling Interests—Property Partnerships

The noncontrolling interests in property partnerships consist of the outside equity interests in ventures that are consolidated with the financial results of the Company because the Company exercises control over the entities that own the properties. The equity interests in these ventures that are not owned by the Company, totaling approximately $1.7 billion and $1.6 billion ~~and $1.5 billion at June 30, 2023~~at March 31, 2024 and December 31, ~~2022,~~2023, respectively, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

On March 21, 2024, the Company completed the sale of a 45% interest in 290 Binney Street in Cambridge, Massachusetts.  The institutional investor funded approximately $97.2 million in cash at closing, which is less than 45% of the agreed upon carrying value of the property immediately prior to the transaction.  The institutional investor will fund all construction costs until its equity balance is proportionate to its ownership percentage, after which the Company and the institutional investor will fund the development project based on their respective ownership interests.  The Company retains a 55% ownership interest in the joint venture.  The transaction did not qualify as a sale of real estate for financial reporting purposes as the Company continues to effectively control the property and thus will continue to account for the property on a consolidated basis in its financial statements and no gain was recognized in the Consolidated Statements of Operations.  The Company provides customary development, property management and leasing services to the joint venture. 

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The Company has accounted for the transaction as an equity transaction and as of March 21, 2024 has recognized noncontrolling interest in its Consolidated Balance Sheets totaling approximately $104.6 million, which is equal to 45% of the aggregate carrying value of the total equity of the property immediately prior to the transaction.  The difference between the cash proceeds received and the noncontrolling interest recognized, which was approximately $7.5 million, has been reflected as a decrease in additional paid-in capital in the Company’s Consolidated Balance Sheets.  At the end of each reporting period, there will be a reallocation of the partners’ equity balances such that the ending balance in each partners’ capital account reflects each partners’ claim on net assets. These adjustments will impact additional paid-in capital and noncontrolling interest in property partnerships in the Company’s Consolidated Balance Sheets. For the period ended March 31, 2024, the adjustment was approximately $50.7 million. 

290 Binney Street is an approximately 566,000 net rentable square foot laboratory/life sciences development project located in Cambridge, Massachusetts.  The  development project is 100% pre-leased to a life sciences company.  

10. Stockholders’ Equity / Partners’ Capital

As of ~~June 30, 2023,~~March 31, 2024, BXP had ~~156,853,400~~157,049,171 shares of Common Stock outstanding.

As of ~~June 30, 2023,~~March 31, 2024, BXP owned ~~1,755,118~~1,762,080 general partnership units and ~~155,098,282~~155,287,091 limited partnership units in BPLP.

On May 17, 2023, BXP renewed its “at the market” (“ATM”) stock offering program through which it may sell from time to time up to an aggregate of $600.0 million of its Common Stock through sales agents over a three-year period. Under the ATM stock offering program, BXP may also engage in forward sale transactions with affiliates of certain sales agents for the sale of its Common Stock on a forward basis. This program replaced BXP’s prior $600.0 million ATM stock offering program that was scheduled to expire on May 22, 2023. BXP intends to use the net proceeds from any offering for general business purposes, which may include investment opportunities and debt reduction. No shares of Common Stock have been issued under this ATM stock offering program.

During the ~~six~~three months ended June 30, 2023, BXP did not issue any shares of Common Stock upon the exercise of options to purchase Common Stock. As a result of the applicable exercise period ending, 103,641 options were forfeited during the six months ended June 30, 2023. As of June 30, 2023, BXP no longer has any outstanding options.

~~During the six months ended June 30, 2023,~~March 31, 2024, BXP issued ~~21,346~~36,305 shares of Common Stock in connection with the redemption of an equal number of redeemable OP Units from limited partners.

The following table presents BXP’s dividends per share and BPLP’s distributions per OP Unit and LTIP Unit paid or declared in ~~2023~~2024 and during the ~~six~~three months ended ~~June 30, 2022:~~March 31, 2023:

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Record Date Payment Date Dividend (Per Share) Distribution (Per Unit)
June 30, 2023 July 31, 2023 $0.98 $0.98
March 31, 2023 April 28, 2023 $0.98 $0.98
December 30, 2022 January 30, 2023 $0.98 $0.98
June 30, 2022 July 29, 2022 $0.98 $0.98
March 31, 2022 April 29, 2022 $0.98 $0.98
December 31, 2021 January 28, 2022 $0.98 $0.98


Record Date	Payment Date	Dividend (Per Share)	Distribution (Per Unit)
March 28, 2024	April 30, 2024	$0.98	$0.98
December 29, 2023	January 30, 2024	$0.98	$0.98



March 31, 2023	April 28, 2023	$0.98	$0.98
December 30, 2022	January 30, 2023	$0.98	$0.98

11. Segment Information

The following tables present reconciliations of Net Income Attributable to Boston Properties, Inc. to the Company’s share of Net Operating Income and Net Income Attributable to Boston Properties Limited Partnership to the Company’s share of Net Operating Income for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~2023.

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BXP


		Three months ended June 30,				Six months ended June 30,
		2023		2022		2023		2022
		(in thousands)
		2024
		2024
		2024
		(in thousands)
		(in thousands)
		(in thousands)
Net income attributable to Boston Properties, Inc.	Net income attributable to Boston Properties, Inc.	$	104,299	$	222,989	$	182,215	$	366,044
Add:	Add:
Add:
Add:

Noncontrolling interest—common units of the Operating Partnership

Noncontrolling interest—common units of the Operating Partnership

Noncontrolling interest—common units of the Operating Partnership	Noncontrolling interest—common units of the Operating Partnership	12,117		25,708		21,169		42,061
Noncontrolling interests in property partnerships	Noncontrolling interests in property partnerships	19,768		18,546		38,428		36,095
Noncontrolling interests in property partnerships
Noncontrolling interests in property partnerships
Interest expense	Interest expense	142,473		104,142		276,680		205,370
Interest expense
Interest expense
Impairment loss
Impairment loss
Impairment loss

Net operating income from unconsolidated joint ventures	Net operating income from unconsolidated joint ventures	42,254		35,710		83,010		73,031

Net operating income from unconsolidated joint ventures

Net operating income from unconsolidated joint ventures
Depreciation and amortization expense
Depreciation and amortization expense
Depreciation and amortization expense	Depreciation and amortization expense	202,577		183,146		411,311		360,770
Transaction costs	Transaction costs	308		496		1,219		496
Transaction costs
Transaction costs
Payroll and related costs from management services contracts
Payroll and related costs from management services contracts
Payroll and related costs from management services contracts	Payroll and related costs from management services contracts	4,609		3,239		9,844		7,304
General and administrative expense	General and administrative expense	44,175		34,665		99,977		77,859
General and administrative expense
General and administrative expense
Less:
Less:
Less:	Less:
Net operating income attributable to noncontrolling interests in property partnerships	Net operating income attributable to noncontrolling interests in property partnerships	47,958		47,862		95,055		94,917
Net operating income attributable to noncontrolling interests in property partnerships
Net operating income attributable to noncontrolling interests in property partnerships
Unrealized gain on non-real estate investment	Unrealized gain on non-real estate investment	124		—		383		—
Gains (losses) from investments in securities		1,571		(4,716)		3,236		(6,978)
Other income - assignment fee		—		6,624		—		6,624
Unrealized gain on non-real estate investment
Unrealized gain on non-real estate investment
Gains from investments in securities
Gains from investments in securities
Gains from investments in securities

Interest and other income (loss)	Interest and other income (loss)	17,343		1,195		28,284		2,423
Gains on sales of real estate		—		96,247		—		118,948

Interest and other income (loss)

Interest and other income (loss)
Income (loss) from unconsolidated joint ventures	Income (loss) from unconsolidated joint ventures	(6,668)		(54)		(14,237)		2,135
Income (loss) from unconsolidated joint ventures
Income (loss) from unconsolidated joint ventures

Direct reimbursements of payroll and related costs from management services contracts

Direct reimbursements of payroll and related costs from management services contracts

Direct reimbursements of payroll and related costs from management services contracts	Direct reimbursements of payroll and related costs from management services contracts	4,609		3,239		9,844		7,304
Development and management services revenue	Development and management services revenue	9,858		6,354		18,838		12,185
Development and management services revenue
Development and management services revenue
Company’s share of Net Operating Income	Company’s share of Net Operating Income	$	497,785	$	471,890	$	982,450	$	931,472
Company’s share of Net Operating Income
Company’s share of Net Operating Income

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BPLP


		Three months ended June 30,				Six months ended June 30,
		2023		2022		2023		2022
		(in thousands)



		(in thousands)
		(in thousands)
		(in thousands)
Net income attributable to Boston Properties Limited Partnership	Net income attributable to Boston Properties Limited Partnership	$	118,098	$	253,788	$	206,928	$	415,617
Add:	Add:
Add:
Add:

Noncontrolling interests in property partnerships

Noncontrolling interests in property partnerships

Noncontrolling interests in property partnerships	Noncontrolling interests in property partnerships	19,768		18,546		38,428		36,095
Interest expense	Interest expense	142,473		104,142		276,680		205,370
Interest expense
Interest expense

Impairment loss

Impairment loss

Impairment loss
Net operating income from unconsolidated joint ventures	Net operating income from unconsolidated joint ventures	42,254		35,710		83,010		73,031

Net operating income from unconsolidated joint ventures
Net operating income from unconsolidated joint ventures
Depreciation and amortization expense
Depreciation and amortization expense
Depreciation and amortization expense	Depreciation and amortization expense	200,895		181,416		407,767		357,302
Transaction costs	Transaction costs	308		496		1,219		496
Transaction costs
Transaction costs
Payroll and related costs from management services contracts
Payroll and related costs from management services contracts
Payroll and related costs from management services contracts	Payroll and related costs from management services contracts	4,609		3,239		9,844		7,304
General and administrative expense	General and administrative expense	44,175		34,665		99,977		77,859
General and administrative expense
General and administrative expense
Less:
Less:
Less:	Less:
Net operating income attributable to noncontrolling interests in property partnerships	Net operating income attributable to noncontrolling interests in property partnerships	47,958		47,862		95,055		94,917
Net operating income attributable to noncontrolling interests in property partnerships
Net operating income attributable to noncontrolling interests in property partnerships
Unrealized gain on non-real estate investment	Unrealized gain on non-real estate investment	124		—		383		—
Gains (losses) from investments in securities		1,571		(4,716)		3,236		(6,978)
Other income - assignment fee		—		6,624		—		6,624
Unrealized gain on non-real estate investment
Unrealized gain on non-real estate investment
Gains from investments in securities
Gains from investments in securities
Gains from investments in securities

Interest and other income (loss)	Interest and other income (loss)	17,343		1,195		28,284		2,423
Gains on sales of real estate		—		99,608		—		122,992

Interest and other income (loss)

Interest and other income (loss)
Income (loss) from unconsolidated joint ventures	Income (loss) from unconsolidated joint ventures	(6,668)		(54)		(14,237)		2,135
Income (loss) from unconsolidated joint ventures
Income (loss) from unconsolidated joint ventures

Direct reimbursements of payroll and related costs from management services contracts

Direct reimbursements of payroll and related costs from management services contracts

Direct reimbursements of payroll and related costs from management services contracts	Direct reimbursements of payroll and related costs from management services contracts	4,609		3,239		9,844		7,304
Development and management services revenue	Development and management services revenue	9,858		6,354		18,838		12,185
Development and management services revenue
Development and management services revenue
Company’s share of Net Operating Income	Company’s share of Net Operating Income	$	497,785	$	471,890	$	982,450	$	931,472
Company’s share of Net Operating Income
Company’s share of Net Operating Income

Net operating income (“NOI”) is a non-GAAP financial measure equal to net income attributable to Boston Properties, Inc. and net income attributable to Boston Properties Limited Partnership, as applicable, the most directly comparable GAAP financial measures, plus (1) net income attributable to noncontrolling interests, interest expense, impairment loss, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts and corporate general and administrative expense less (2) unrealized gain on non-real estate investment, gains ~~(losses)~~ from investments in securities, ~~other income - assignment fee,~~ interest and other income (loss), ~~gains on sales of real estate,~~ income (loss) from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue. The Company believes NOI is useful to investors as a performance measure and believes it provides useful information to investors regarding its results of operations and financial condition because, when compared across periods, it reflects 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 attributable to Boston Properties, Inc. and net income attributable to Boston Properties Limited Partnership. 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. NOI presented by the Company may not be comparable to NOI reported by other REITs or real estate companies that define NOI differently.

The Company’s internal reporting utilizes its share of NOI, which includes its share of NOI from consolidated and unconsolidated joint ventures, which is a non-GAAP financial measure that is calculated as the consolidated

~~Table of Contents~~

amount, plus the Company’s share of the amount from the Company’s unconsolidated joint ventures (calculated based upon the Company’s economic percentage ownership interest and, in some cases, after priority allocations), less the Company’s partners’ share of the amount from the Company’s consolidated joint ventures (calculated based upon the partners’ economic percentage ownership interests and, in some cases, after priority allocations,

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income allocation to private REIT shareholders and their share of fees due to the Company). The Company’s share of NOI from unconsolidated joint ventures, as defined above, also does not include its share of ~~losses from early extinguishment of debt from unconsolidated joint ventures and~~ unrealized gain (loss) on derivative instruments ~~both~~and gain on sale / consolidation, all of which are included within Income (Loss) ~~From~~from Unconsolidated Joint Ventures in the Company’s Consolidated Statements of Operations. Management utilizes its share of NOI in assessing its performance as 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, the presentations of the Company’s share of NOI 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.

Asset information by segment is not reported because the Company does not use this measure to assess performance. Therefore, depreciation and amortization expense is not allocated among segments. Interest expense, impairment loss, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts, corporate general and administrative expense, unrealized gain on non-real estate investment, gains ~~(losses)~~ from investments in securities, ~~other income - assignment fee,~~ interest and other income (loss), ~~gains on sales of real estate,~~ income (loss) from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue are not included in NOI and are provided as reconciling items to the Company’s reconciliations of its share of NOI to net income.

The Company’s segments are based on the Company’s method of internal reporting which classifies its operations by geographic area. The Company’s segments by geographic area are Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC. The Company also presents information for each segment by property type, including Premier Workplace (which includes office, life sciences and retail), Residential and Hotel.

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Information by geographic area and property type (dollars in thousands):

For the three months ended ~~June 30, 2023:~~March 31, 2024:


		Boston			Los Angeles			New York			San Francisco			Seattle			Washington, DC			Total
	Boston																									Boston			Los Angeles			New York			San Francisco			Seattle			Washington, DC			Total
Rental Revenue: (1)	Rental Revenue: (1)
Premier Workplace
Premier Workplace
Premier Workplace	Premier Workplace	$	269,464		$	—		$	262,979		$	136,241		$	17,060		$	90,720		$	776,464
Residential	Residential	4,124			—			—			3,864			—			4,265			12,253
Hotel	Hotel	13,969			—			—			—			—			—			13,969
Total	Total	287,557			—			262,979			140,105			17,060			94,985			802,686
% of Grand Totals	% of Grand Totals	35.83		%	—		%	32.76		%	17.45		%	2.13		%	11.83		%	100.00		%	% of Grand Totals	35.33	%		2.46	%		31.46	%		16.47	%		1.32	%		12.96	%		100.00	%
Rental Expenses:	Rental Expenses:
Premier Workplace
Premier Workplace
Premier Workplace	Premier Workplace	95,597			—			102,948			48,197			3,082			35,429			285,253
Residential	Residential	1,601			—			—			2,215			—			1,967			5,783
Hotel	Hotel	8,161			—			—			—			—			—			8,161
Total	Total	105,359			—			102,948			50,412			3,082			37,396			299,197
% of Grand Totals	% of Grand Totals	35.21		%	—		%	34.41		%	16.85		%	1.03		%	12.50		%	100.00		%	% of Grand Totals	35.23	%		2.05	%		33.57	%		15.35	%		0.96	%		12.84	%		100.00	%
Net operating income	Net operating income	$	182,198		$	—		$	160,031		$	89,693		$	13,978		$	57,589		$	503,489
% of Grand Totals	% of Grand Totals	36.19		%	—		%	31.78		%	17.81		%	2.78		%	11.44		%	100.00		%	% of Grand Totals	35.39	%		2.72	%		30.13	%		17.18	%		1.54	%		13.04	%		100.00	%
Less: Net operating income attributable to noncontrolling interests in property partnerships	Less: Net operating income attributable to noncontrolling interests in property partnerships	(11,343)			—			(36,615)			—			—			—			(47,958)
Add: Company’s share of net operating income from unconsolidated joint ventures	Add: Company’s share of net operating income from unconsolidated joint ventures	8,771			12,768			3,363			3,332			1,878			12,142			42,254
Company’s share of net operating income	Company’s share of net operating income	$	179,626		$	12,768		$	126,779		$	93,025		$	15,856		$	69,731		$	497,785
% of Grand Totals	% of Grand Totals	36.08		%	2.56		%	25.47		%	18.69		%	3.19		%	14.01		%	100.00		%	% of Grand Totals	35.71	%		4.24	%		24.88	%		18.60	%		1.95	%		14.62	%		100.00	%

_______________

(1)Rental Revenue is equal to Total Revenue per the Company’s Consolidated Statements of Operations, less Development and Management Services Revenue and Direct Reimbursements of Payroll and Related Costs from Management Services Contracts Revenue per the Consolidated Statements of Operations.

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For the three months ended ~~June 30, 2022:~~

Boston Los Angeles New York San Francisco Seattle Washington, DC Total
Rental Revenue: (1)
Premier Workplace $ 244,936 $ — $ 254,264 $ 133,707 $ 6,472 $ 95,954 $ 735,333
Residential 3,748 — — 5,850 — 7,314 16,912
Hotel 12,089 — — — — — 12,089
Total 260,773 — 254,264 139,557 6,472 103,268 764,334
% of Grand Totals 34.11 % — % 33.27 % 18.26 % 0.85 % 13.51 % 100.00 %
Rental Expenses:
Premier Workplace 87,027 — 95,363 45,201 1,680 34,759 264,030
Residential 1,492 — — 5,145 — 3,181 9,818
Hotel 6,444 — — — — — 6,444
Total 94,963 — 95,363 50,346 1,680 37,940 280,292
% of Grand Totals 33.88 % — % 34.02 % 17.96 % 0.60 % 13.54 % 100.00 %
Net operating income $ 165,810 $ — $ 158,901 $ 89,211 $ 4,792 $ 65,328 $ 484,042
% of Grand Totals 34.25 % — % 32.83 % 18.43 % 0.99 % 13.50 % 100.00 %
Less: Net operating income attributable to noncontrolling interests in property partnerships (11,377) — (36,485) — — — (47,862)
Add: Company’s share of net operating income (loss) from unconsolidated joint ventures 8,134 13,247 18 3,183 1,944 9,184 35,710
Company’s share of net operating income $ 162,567 $ 13,247 $ 122,434 $ 92,394 $ 6,736 $ 74,512 $ 471,890
% of Grand Totals 34.44 % 2.81 % 25.95 % 19.58 % 1.43 % 15.79 % 100.00 %

~~_______________~~

~~(1)~~Rental Revenue is equal to Total Revenue per the Company’s Consolidated Statements of Operations, less Development and Management Services Revenue and Direct Reimbursements of Payroll and Related Costs from Management Services Contracts Revenue per the Consolidated Statements of Operations.

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~~Information by geographic area and property type (dollars in thousands):~~

~~For the six months ended June 30,~~March 31, 2023:

Boston Los Angeles New York San Francisco Seattle Washington, DC Total
Rental Revenue: (1)
Premier Workplace $ 539,415 $ — $ 521,171 $ 272,334 $ 31,318 $ 181,384 $ 1,545,622
Residential 8,173 — — 7,506 — 8,300 23,979
Hotel 22,070 — — — — — 22,070
Total 569,658 — 521,171 279,840 31,318 189,684 1,591,671
% of Grand Totals 35.79 % — % 32.74 % 17.58 % 1.97 % 11.92 % 100.00 %
Rental Expenses:
Premier Workplace 195,646 — 205,433 94,282 6,042 69,695 571,098
Residential 3,153 — — 4,388 — 3,705 11,246
Hotel 14,832 — — — — — 14,832
Total 213,631 — 205,433 98,670 6,042 73,400 597,176
% of Grand Totals 35.78 % — % 34.40 % 16.52 % 1.01 % 12.29 % 100.00 %
Net operating income $ 356,027 $ — $ 315,738 $ 181,170 $ 25,276 $ 116,284 $ 994,495
% of Grand Totals 35.80 % — % 31.75 % 18.22 % 2.54 % 11.69 % 100.00 %
Less: Net operating income attributable to noncontrolling interests in property partnerships (22,160) — (72,895) — — — (95,055)
Add: Company’s share of net operating income (loss) from unconsolidated joint ventures 17,348 25,993 7,013 6,796 3,724 22,136 83,010
Company’s share of net operating income $ 351,215 $ 25,993 $ 249,856 $ 187,966 $ 29,000 $ 138,420 $ 982,450
% of Grand Totals 35.75 % 2.65 % 25.43 % 19.13 % 2.95 % 14.09 % 100.00 %

~~_______________~~

~~Table of Contents~~

~~For the six months ended June 30, 2022:~~


		Boston			Los Angeles			New York			San Francisco			Seattle				Washington, DC			Total
	Boston																										Boston			Los Angeles			New York			San Francisco			Seattle			Washington, DC			Total
Rental Revenue: (1)	Rental Revenue: (1)
Premier Workplace
Premier Workplace
Premier Workplace	Premier Workplace	$	487,014		$	—		$	511,134		$	266,082		$	6,472			$	191,519		$	1,462,221
Residential	Residential	7,344			—			—			8,241			—				14,293			29,878
Hotel	Hotel	16,646			—			—			—			—				—			16,646
Total	Total	511,004			—			511,134			274,323			6,472				205,812			1,508,745
% of Grand Totals	% of Grand Totals	33.87		%	—		%	33.88		%	18.18		%	0.43		%		13.64		%	100.00		%	% of Grand Totals	35.76	%		—	%		32.72	%		17.71	%		1.81	%		12.00	%		100.00	%
Rental Expenses:	Rental Expenses:
Premier Workplace
Premier Workplace
Premier Workplace	Premier Workplace	177,555			—			191,703			88,609			1,680				68,306			527,853
Residential	Residential	2,929			—			—			7,013			—				6,308			16,250
Hotel	Hotel	11,284			—			—			—			—				—			11,284
Total	Total	191,768			—			191,703			95,622			1,680			—	74,614			555,387
% of Grand Totals	% of Grand Totals	34.53		%	—		%	34.52		%	17.22		%	0.30		%		13.43		%	100.00		%	% of Grand Totals	36.34	%		—	%		34.39	%		16.20	%		0.99	%		12.08	%		100.00	%
Net operating income	Net operating income	$	319,236		$	—		$	319,431		$	178,701		$	4,792			$	131,198		$	953,358
% of Grand Totals	% of Grand Totals	33.49		%	—		%	33.51		%	18.74		%	0.50		%		13.76		%	100.00		%	% of Grand Totals	35.41	%		—	%		31.71	%		18.63	%		2.30	%		11.95	%		100.00	%
Less: Net operating income attributable to noncontrolling interests in property partnerships	Less: Net operating income attributable to noncontrolling interests in property partnerships	(23,112)			—			(71,805)			—			—				—			(94,917)
Add: Company’s share of net operating income (loss) from unconsolidated joint ventures		17,827			27,004			(138)			6,364			3,899				18,075			73,031
Add: Company’s share of net operating income from unconsolidated joint ventures
Company’s share of net operating income	Company’s share of net operating income	$	313,951		$	27,004		$	247,488		$	185,065		$	8,691			$	149,273		$	931,472
% of Grand Totals	% of Grand Totals	33.70		%	2.90		%	26.57		%	19.87		%	0.93		%		16.03		%	100.00		%	% of Grand Totals	35.41	%		2.73	%		25.39	%		19.59	%		2.71	%		14.17	%		100.00	%

_______________

12. Earnings Per Share / Common Unit

BXP

The following table provides a reconciliation of both the net income attributable to Boston Properties, Inc. and the number of common shares used in the computation of basic earnings per share (“EPS”), which is calculated by dividing net income attributable to Boston Properties, Inc. by the weighted-average number of common shares outstanding during the period. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities. As such, unvested restricted common stock of BXP and BPLP’s LTIP Units, 2012 OPP Units and MYLTIP Units are considered participating securities. Participating securities are included in the computation of basic EPS of BXP using the two-class method. Participating securities are included in the computation of diluted EPS of BXP using the if-converted method if the impact is dilutive. Because the 2012 OPP Units and 2013 - ~~2020~~2021 MYLTIP Units required, and the ~~2021~~2022 - ~~2023~~2024 MYLTIP Units require, BXP to outperform ~~absolute and/or relative return~~certain performance thresholds, unless such thresholds have been met by the end of the applicable reporting period, BXP excludes such units from the diluted EPS calculation. Other potentially dilutive common shares, including stock options, restricted stock and other securities of BPLP that are exchangeable for BXP’s Common Stock, and the related impact on earnings, are considered when calculating diluted EPS.

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Three months ended June 30, 2023

Income
(Numerator)

Shares
(Denominator)

Per Share
Amount

(in thousands, except for per share amounts)

Three months ended March 31, 2024

Income
(Numerator)

Shares
(Denominator)

Per Share
Amount

(in thousands, except for per share amounts)

Basic Earnings:

Net income attributable to Boston Properties, Inc.

104,299

156,826

0.67

Effect of Dilutive Securities:

Stock Based Compensation

—

392

(0.01)

Diluted Earnings:

Net income attributable to Boston Properties, Inc.

104,299

157,218

0.66

Net income attributable to Boston Properties, Inc.

Three months ended March 31, 2023

Income
(Numerator)

Shares
(Denominator)

Per Share
Amount

(in thousands, except for per share amounts)

Basic Earnings:

Net income attributable to Boston Properties, Inc.

Three months ended June 30, 2022

Effect of Dilutive Securities:

Income
(Numerator)

Shares
(Denominator)

Per Share
Amount

Effect of Dilutive Securities:

(in thousands, except for per share amounts)

Basic Earnings:

Net income attributable to Boston Properties, Inc.

222,989

156,720

1.42

Allocation of undistributed earnings to participating securities

(267)

—

Net income attributable to Boston Properties, Inc.

222,722

156,720

1.42

Effect of Dilutive Securities:

Stock Based Compensation

—

472

—

Diluted Earnings:

Net income attributable to Boston Properties, Inc.

222,722

157,192

1.42

Net income attributable to Boston Properties, Inc.

Six months ended June 30, 2023
Income
(Numerator) Shares
(Denominator) Per Share
Amount
(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to Boston Properties, Inc. $ 182,215 156,815 $ 1.16
Effect of Dilutive Securities:
Stock Based Compensation — 316 —
Diluted Earnings:
Net income attributable to Boston Properties, Inc. $ 182,215 157,131 $ 1.16

~~Table of Contents~~

Six months ended June 30, 2022
Income
(Numerator) Shares
(Denominator) Per Share
Amount
(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to Boston Properties, Inc. $ 366,044 156,685 $ 2.33
Allocation of undistributed earnings to participating securities (236) — —
Net income attributable to Boston Properties, Inc. 365,808 156,685 2.33
Effect of Dilutive Securities:
Stock Based Compensation — 413 —
Diluted Earnings:
Net income attributable to Boston Properties, Inc. $ 365,808 157,098 $ 2.33

BPLP

The following table provides a reconciliation of both the net income attributable to Boston Properties Limited Partnership and the number of common units used in the computation of basic earnings per common unit, which is calculated by dividing net income attributable to Boston Properties Limited Partnership by the weighted-average number of common units outstanding during the period. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities. As such, unvested restricted common stock of BXP and BPLP’s LTIP Units, 2012 OPP Units and MYLTIP Units are considered participating securities. Participating securities are included in the computation of basic earnings per common unit using the two-class method. Participating securities are included in the computation of diluted earnings per common unit using the if-converted method if the impact is dilutive. Because the 2012 OPP Units and 2013 - ~~2020~~2021 MYLTIP Units required, and the ~~2021~~2022 - ~~2023~~2024 MYLTIP Units require, BXP to outperform ~~absolute and/or relative return~~certain performance thresholds, unless such thresholds have been met by the end of the applicable reporting period, BPLP excludes such units from the diluted earnings per common unit calculation. Other potentially dilutive common units and the related impact on earnings are considered when calculating diluted earnings per common unit. Included in the number of units (the denominator) below are approximately ~~17,922,000~~18,272,000 and ~~17,672,000~~17,849,000 redeemable common units for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and 17,878,000 and 17,638,000 redeemable common units for the six months ended June 30, 2023 and 2022,~~ respectively.

Three months ended June 30, 2023
Income
(Numerator) Units
(Denominator) Per Unit
Amount
(in thousands, except for per unit amounts)
Basic Earnings:
Net income attributable to Boston Properties Limited Partnership $ 118,098 174,748 $ 0.68
Effect of Dilutive Securities:
Stock Based Compensation — 392 (0.01)
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership $ 118,098 175,140 $ 0.67

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Three months ended June 30, 2022

Three months ended March 31, 2024

Income
(Numerator)

Units
(Denominator)

Per Unit
Amount

Income
(Numerator)

Units
(Denominator)

Per Unit
Amount

(in thousands, except for per unit amounts)

Basic Earnings:

Net income attributable to Boston Properties Limited Partnership

253,788

174,392

1.45

Allocation of undistributed earnings to participating securities

(297)

—

Net income attributable to Boston Properties Limited Partnership

253,491

174,392

1.45

Net income attributable to Boston Properties Limited Partnership

Effect of Dilutive Securities:

Stock Based Compensation

—

472

—

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership

253,491

174,864

1.45

Net income attributable to Boston Properties Limited Partnership

Three months ended March 31, 2023

Income
(Numerator)

Units
(Denominator)

Per Unit
Amount

(in thousands, except for per unit amounts)

Basic Earnings:

Net income attributable to Boston Properties Limited Partnership

Effect of Dilutive Securities:

Stock Based Compensation

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership

Six months ended June 30, 2023
Income
(Numerator) Units
(Denominator) Per Unit
Amount
(in thousands, except for per unit amounts)
Basic Earnings:
Net income attributable to Boston Properties Limited Partnership $ 206,928 174,693 $ 1.18
Effect of Dilutive Securities:
Stock Based Compensation — 316 —
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership $ 206,928 175,009 $ 1.18
Six months ended June 30, 2022
Income
(Numerator) Units
(Denominator) Per Unit
Amount
(in thousands, except for per unit amounts)
Basic Earnings:
Net income attributable to Boston Properties Limited Partnership $ 415,617 174,323 $ 2.38
Allocation of undistributed earnings to participating securities (263) — —
Net income attributable to Boston Properties Limited Partnership 415,354 174,323 2.38
Effect of Dilutive Securities:
Stock Based Compensation — 413 —
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership $ 415,354 174,736 $ 2.38

13. Stock Option and Incentive Plan

On January 25, ~~2023,~~2024, the Compensation Committee of BXP’s ~~Compensation Committee~~Board of Directors approved the grant of ~~2023 MYLTIP~~2024 Multi-Year Long-Term Incentive Program (the “2024 MYLTIP”) awards under the Boston Properties, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) to certain executive officers of ~~BXP, effective February 7, 2023.~~BXP. The ~~2023~~2024 MYLTIP awards ~~consist~~consists of ~~two, equally~~three components. Two of the components, each weighted ~~(50% each) components that~~40%, utilize BXP’s TSR over a ~~three-year~~three year measurement period as the performance ~~metric.~~

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~~Total earned awards under~~metrics and the ~~2023 MYLTIP, if any, will equal~~third component utilizes a leverage ratio as the ~~sum of the number of LTIP Units earned under the first and second components and~~performance metric. Earned awards will range from zero to a maximum of ~~322,053~~330,479 LTIP Units depending on BXP’s performance under the three components, with a target of approximately ~~161,026~~165,240 LTIP Units and linear interpolation between zero and maximum. Earned awards (if any) will vest 100% on February 6, 2026, but, in general, may not be converted, redeemed, sold or otherwise transferred for one additional year thereafter. The 2023 MYLTIP awards are in the form of LTIP Units issued on the grant date, and they are subject to forfeiture to the extent awards are not earned. Prior to the performance measurement date holders of the 2023 MYLTIP Units are only entitled to one-tenth (10%) of the regular quarterly distributions payable on common partnership units. Following the completion of the ~~three~~-year performance period, the Company will also make a “catch-up” cash payment on the 2023 MYLTIP Units that are ultimately earned in an amount equal to the regular and special distributions, if any, declared during the performance period on BXP’s Common Stock, less the distributions actually paid to holders of 2023 MYLTIP Units during the performance period on all of the awarded 2023 MYLTIP Units. Under ASC 718 “Compensation - Stock Compensation,” the ~~2023~~2024 MYLTIP awards have an aggregate value of approximately ~~$13.1 million, which amount will generally be amortized into earnings under the graded vesting method.~~$11.1 million.

During the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, BXP issued ~~73,414~~76,228 shares of restricted common stock and BPLP issued ~~427,176~~431,123 LTIP Units and ~~322,053 2023~~330,479 2024 MYLTIP Units to employees and non-employee directors under the 2021 Plan. Employees and non-employee directors paid $0.01 per share of restricted common stock and $0.25 per LTIP Unit and ~~2023~~2024 MYLTIP Unit. When issued, LTIP Units are not economically equivalent in value to a share of Common Stock, but over time can increase in value to one-for-one parity with Common Stock if there is sufficient appreciation in the value of the Company’s assets. The aggregate value of the LTIP Units is included in noncontrolling interests in the Consolidated Balance Sheets of BXP and BPLP. A substantial majority of the grants of restricted common stock and LTIP Units to employees vest in four equal annual installments. Restricted common stock is measured at fair value on the date of grant based on the number of shares granted and the closing price of BXP’s Common Stock on the date of grant as quoted on the New York Stock Exchange. Such value is recognized as an expense ratably over the corresponding employee service period. The shares of restricted common stock granted during the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 were valued at approximately ~~$5.4~~$4.9 million. The LTIP Units

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granted were valued at approximately ~~$29.2~~$25.6 million using a Monte Carlo simulation method model. Because the 2012 OPP Units and 2013 - ~~2023~~2024 MYLTIP Units are subject to both a service condition and a market condition, the Company recognizes the related compensation expense under the graded vesting attribution method. Under the graded vesting attribution method, each portion of the award that vests at a different date is accounted for as a separate award and recognized over the period appropriate to that portion so that the compensation cost for each portion should be recognized in full by the time that portion vests. The Company recognizes forfeitures as they occur on its awards of stock-based compensation. Dividends paid on both vested and unvested shares of restricted stock are charged directly to Dividends in Excess of Earnings in Boston Properties, Inc.’s Consolidated Balance Sheets and Partners’ Capital in Boston Properties Limited Partnership’s Consolidated Balance Sheets. Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and MYLTIP Units was approximately ~~$14.9~~$18.5 million and ~~$14.6~~$25.9 million for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and $40.9 million and $35.5 million for the six months ended June 30, 2023 and 2022,~~ respectively. At ~~June 30, 2023,~~March 31, 2024, there was (1) an aggregate of approximately ~~$29.2~~$38.9 million of unrecognized compensation expense related to unvested restricted stock ~~LTIP Units~~ and ~~2020 MYLTIP~~LTIP Units and (2) an aggregate of approximately ~~$0.8~~$5.8 million of unrecognized compensation expense related to unvested ~~2021~~2022 - ~~2023~~2024 MYLTIP Units that is expected to be recognized over a weighted-average period of approximately 2.7 years.

14. Subsequent Events

On ~~July 20, 2023,~~April 5, 2024, the Company completed and fully placed in-service ~~140 Kendrick~~760 Boylston Street, ~~- Building A, a premier workplace redevelopment project with~~an approximately ~~104,000~~118,000 net rentable square feet retail redevelopment located in ~~Needham,~~Boston, Massachusetts.

On ~~July 28, 2023,~~April 16, 2024, BPLP provided notice to exercise its one-year extension option on its $1.2 billion unsecured term loan facility (the “2023 Unsecured Term Loan”). BPLP anticipates effectuating the ~~Company entered into a joint venture agreement with an institutional investor for the future development of 343 Madison Avenue located~~extension on Madison Avenue between 44th and 45th Streets in New York City, New York adjacent to Grand Central Station. The Company owns a 55% interest in the venture and its partner owns a 45% interest, and the Company will provide customary development, property management, and leasing services. The 343 Madison Avenue project contemplates the construction of (1) a direct entranceor prior to the ~~Long Island~~

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~~Railroad’s new east side access project (Grand Central Madison) (“Phase 1”) and (2)~~current May 16, 2024 maturity date. Upon effectiveness, the 2023 Unsecured Term Loan will mature on May 16, 2025. After making an approximately ~~900,000 square foot premier workplace building with ground floor retail (“Phase 2”). Subsequently,~~$500.0 million optional repayment on ~~August 1,~~April 29, 2024, the 2023 Unsecured Term Loan has an outstanding principal balance of $700.0 million as of May 2, 2024.

On April 17, 2024, BPLP established an unsecured commercial paper program. Under the joint venture executed a 99-year ground lease with the Metropolitan Transportation Authority for the approximately 25,000 square foot site. The ground lease requires the joint venture to construct the direct access to Grand Central Madison as Phase 1terms of the ~~development project.~~program, BPLP may issue, from time to time, unsecured commercial paper notes up to a maximum aggregate amount outstanding at any one time of $500 million with varying maturities of up to one year. The ~~joint venture has~~notes will be sold in private placements and will rank pari passu with all of BPLP’s other unsecured senior indebtedness, including its outstanding senior notes. The commercial paper program is backstopped by available capacity under BPLP's unsecured revolving credit facility (the “2021 Credit Facility”). As of May 2, 2024, BPLP had $500.0 million outstanding under its commercial paper program that bears interest at a weighted-average rate of 5.58% per annum. Proceeds from the ~~option until July 31, 2025~~commercial paper program were used to ~~terminate~~reduce BPLP’s 2023 Unsecured Term Loan to $700.0 million.

On April 29, 2024, BPLP increased the ~~ground lease prior~~current maximum borrowing amount under the 2021 Credit Facility from $1.815 billion to ~~construction~~$2.0 billion. All other terms of the new building and receive reimbursement for the cost of the construction of access to Grand Central Station. There can be no assurance that Phase 1 will be completed on the terms currently contemplated or that Phase 2 of the development project will commence on the terms currently contemplated or at all.

~~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~~2021 Credit Facility, including its maturity date of ~~its loan collateralized by 100 Causeway Street. At~~June 15, 2026, remain unchanged. BPLP had no borrowings under the ~~time~~2021 Credit Facility as 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. The modified and extended loan has 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.

Effective July 28, 2023, BXP’s independent directors appointed Joel I. Klein to serve as the lead independent director, replacing Kelly A. Ayotte. Ms. Ayotte stepped down as the lead independent director due to the additional time commitment and responsibilities of that role, and the independent directors determined that it is in the best interests of BXP and its stockholders that Mr. Klein once again assume that role. Ms. Ayotte served as BXP’s lead independent director since May 2022 and will remain on BXP’s Board of Directors. Mr. Klein previously served as BXP’s lead independent director from May 2016 to May 2019 and as its independent Chairman from May 2019 to May 2022.2, 2024.

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ITEM 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report.

This Quarterly Report on Form 10-Q, including the documents incorporated by reference, contain 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.~~amended (the “Exchange Act”). 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 we are including this statement for purposes of complying with those safe harbor provisions, in each case, to the extent applicable. The forward-looking statements are contained principally, but not only, under the captions ~~“Risk~~ “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We caution investors that forward-looking statements are based on current beliefs, expectations of future events and assumptions made by, and information currently available to, our management. When used, the words “anticipate,” “believe,” “budget,” “could,” “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. These 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. If one or more of these known or unknown risks or uncertainties materialize, or if 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.

The most significant factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements include the risks and uncertainties related to the impact of changes in general economic and capital market conditions, including continued inflation, increasing interest rates, supply chain disruptions, labor market disruptions, dislocation and volatility in capital markets, and potential longer-term changes in consumer and client behavior resulting from the severity and duration of any downturn in the U.S. or global economy, sustained changes in client preferences and space utilization, as well as the other important factors below and the risks described in (i) our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022~~2023 including those described under the caption “Risk Factors,” (ii) our ~~Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, (iii) our~~ subsequent filings under the Exchange Act and ~~(iv)~~(iii) the risk factors set forth in this Form 10-Q in Part II, Item 1A, if any.

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:

•volatile or adverse global economic and geopolitical conditions, health crises and dislocations in the credit markets ~~and potential financial contagion from recent or future failures of banking institutions~~ could adversely affect economic conditions and/or restrict our access to cost-effective capital, which could have a 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, changes in client preferences and space utilization, dependence on clients’ financial condition, and competition from other developers, owners and operators of real estate);

•~~the impact of geopolitical conflicts, including the ongoing war in Ukraine;~~

•the immediate and long-term impact of the outbreak of a highly infectious or contagious disease, such as COVID-19, on our and our clients’ financial condition, results of operations and cash flows (including the impact of actions taken to contain the outbreak or mitigate its impact, the direct and indirect economic effects of the outbreak and containment measures on our clients, and the ability of our clients to successfully operate their businesses);

•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;

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•risks and uncertainties affecting property development and construction (including, without limitation, continued inflation, supply chain disruptions, labor shortages, construction delays, increased construction costs, cost overruns, inability to obtain necessary permits, client accounting considerations that may result in negotiated lease provisions that limit a client’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;

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•risks associated with forward interest rate contracts and derivatives and the effectiveness of such arrangements;

•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 climate change and severe weather events, as well as the regulatory efforts intended to reduce the effects of climate change;

•risks associated with security breaches, incidents, and compromises through ~~cyber attacks,~~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 legal proceedings and other claims that could result in substantial monetary and other costs;

•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; and

•risks associated with our dependence on key personnel whose continued service is not guaranteed.

The risks set forth above are not exhaustive. Other sections of this report mayinclude additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. 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 Report on Form 10-K and 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 report.

Overview

BXP is one of the largest publicly traded office real estate investment trusts (REITs) (based on total market capitalization as of ~~June 30, 2023)~~March 31, 2024) in the U.S. that develops, owns, and manages primarily premier workplaces. Our properties are concentrated in six dynamic gateway markets in the U.S. - Boston, Los Angeles, New York, San Francisco, Seattle, and Washington, DC. BPLP is the entity through which BXP conducts substantially all of its business and owns (either directly or through subsidiaries) substantially all of its assets. We generate revenue and cash primarily by leasing premier workplaces to our clients. When making leasing decisions, we consider, among other things, the creditworthiness of the client and the industry in which it conducts business, the length of the lease, the rental rate to be paid at inception and throughout the lease term, the amount of any security deposit or letter of credit posted by the client, the costs of tenant improvements, free rent periods and other landlord concessions, anticipated operating expenses and real estate taxes, current and anticipated vacancy in our properties and the

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market overall (including sublease space), current and expected future demand for the space, the impact of other clients’ expansion rights, and general economic factors.

We believe the key competitive advantages for BXP are our commitment to the office asset class and to our clients as many competitors disinvest in the sector, a strong balance sheet with access to capital in the secured and unsecured debt and private equity markets, and one of the highest quality portfolios of premier workplaces in the

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U.S. assembled over several decades of intentional development, acquisitions, and dispositions. Today, clients and their advisors are more focused than ever on these attributes for their building owners, which distinguishes BXP among its competitors.

Our core strategy has always been to develop, acquire and manage premier workplaces in gateway markets with high barriers-to-entry and attractive demand drivers, and to focus on executing long-term leases with financially strong ~~clients. Our client base is~~clients that are diverse across market sectors.

This strategy is more valuable than ever as our clients are interested in premier workplaces in vibrant, amenitized, accessible and high demand workplaces to encourage more in-person work. This interest has resulted in the acceleration of flight to quality in the office industry. Over the past several years, BXP’s experience and performance has diverged from the larger market and media sentiment, as premier workplaces have outperformed the broader office market consistently and substantially. We believe this divergence validates our strategy and differentiates BXP from other office companies. Although overall leasing demand has still not returned to pre-pandemic levels, premier workplaces in our five traditional central business district (“CBD”) markets (Boston, New York, San Francisco, Seattle, and Washington, DC) have consistently outperformed the broader office market in those CBDs since the first quarter of 2021 on several key metrics, including occupancy, net absorption levels and rental rates. This outperformance is evident in BXP’s portfolio where approximately 89% of our share of net operating income (“NOI”) comes from assets located in CBDs that are predominantly premier workplaces. These CBD assets are 91.0% occupied and 92.8% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with generally accepted accounting principles (“GAAP”)) as of the end of the first quarter of 2024. For a detailed discussion of our share of NOI, including the reasons management believes the metric is useful to investors and a reconciliation to the most comparable GAAP measure, see page 31.

As of ~~June 30, 2023,~~March 31, 2024, the weighted-average remaining lease term (1) for our in-place leases, based on square feet, including those signed by our unconsolidated joint ventures but excluding residential units, was approximately 7.6 ~~years. The weighted-average remaining lease term~~years, and (2) for our 20 largest clients, based on ~~leased~~ square ~~footage,~~feet, was approximately 10.4 ~~years as of June 30, 2023.~~years.

To be successful in any leasing environment, we believe we must consider all aspects of the client-landlord relationship.In this regard, we believe that our competitive leasing advantage is based on the following attributes:

•our understanding of our client’s short- and long-term space utilization and amenity needs in the local markets;

•our track record of developing and operating premier workplaces in a sustainable and responsible manner;

•our reputation as a high-quality developer, owner and manager of premier workplaces in our markets;

•our financial strength, ~~and~~including our ability to fund our share of lease obligations and maintain ~~high~~premier building standards; and

•our relationships with local brokers.

Outlook

~~The U.S.’s economic growth is challenging~~Two of the most significant external forces impacting BXP’s performance are interest rates and corporate earnings. We believe lower interest rates would improve our cost of capital, spark more transaction activity and investment opportunities in our sector, reduce the cost of new development and be a tailwind for our client’s earnings growth. Greater corporate earning would, in turn, likely encourage our clients to ~~forecast as there are currently two competing and viable theories predicting very different trajectories. The first theory is that~~increase their office space requirements. However, with inflation is increasingly under control due to pandemic economic anomalies wearing off and the Federal Reserve’s aggressive interest rate hikes. Notwithstanding tighter fiscal and monetary conditions, the economy has remained healthy with a strong labor market and continued GDP growth driven by consumption. The GDP, adjusted for inflation, rose 2.4% in the second quarter of 2023. Consumer spending fueled the solid quarter, accounting for 68% of all economic activity during the quarter. This first theory envisions a ‘soft landing’ for inflation with no recession.

~~The second theory is that inflation is already well under control and~~increasing at greater than expected rates, the Federal Reserve has ~~been overly aggressive in the magnitude and timing of its~~stated that it expects to delay interest rate ~~increases, which will create dislocation~~cuts.

Our clients generally do not hire new employees and increase their office space requirements unless their earnings are growing or they are in ~~sectors~~need of additional employees to grow their earnings. From 2011 to present, S&P 500 earnings grew around 12% per year, but in 2023 the growth rate was 0% and in 2022 it was 5%. Though the U.S. economy is growing, and unemployment remains low, only approximately 7% of the economy, as has already started to occur with regional banks and commercial real estate. This scenario forecasts an upcoming recession, possibly as soon as later this year. While we would prefer the outcome of the first theory, BXP is prepared for the second theory by increasing liquidity, pursuing additional capital raising opportunities, and being measured in discretionary capital expenditures and new investment activity.

Whether or not the U.S. is in an economic recession, companies are experiencing a recession in earnings with S&P 500 companies reporting a 7.3% year-over-year drop in earnings per share in the second quarter of 2023. With lower earnings, companies are still focused on cost reductions, including expenditures on space. Some companies are taking more time to make leasing decisions, leasing less space, offering space they have for sublease or taking a combination of one or more of the foregoing actions. This has contributed to our slower leasing volumejobs created in the first ~~half~~quarter of ~~2023~~2024 were in office using categories compared to ~~last year.~~

~~The return-to-office trend continues~~the long-term average of over 25%. Growth in S&P 500 earnings are projected to ~~improve in~~be 11% to 13% per annum over the ~~markets in~~next two years, which should be constructive to BXP’s leasing activity. Many technology clients, a critically important sector that drove space demand following the Great Financial Crisis, overcommitted to space during the pandemic which has exacerbated the supply-demand imbalance. Over the longer term, we ~~operate. Companies in a variety of industries, including major~~expect earnings at technology companies ~~are increasing~~will grow and they will begin to absorb the days that workers on hybrid schedules are required to come into the office and reinforcing the importance of in-person interactions as a key contributor to overall success. Companies are emboldened by the weaker economy to enforce firmer in-person work policies. Several large companies have notified their employees that their attendance in office will be included in performance reviews and that employees who already have received approval for remote work may now have that status reevaluated. We believe the sentiment surrounding return-to-office and the effects on office buildings is worse than the reality of what BXP is experiencing. Throughout our portfolio, there has been a slow but steady increase in the number of unique occupants that are in our offices each month.

A primary tool used by companies to increase attendance is to provide modern workspaces with amenities in an easily commutable location, the definition of a premier workplace. As a result, the premier workplace segment, which we operate in, continues to outperform the broader office market, in both vacancy and net absorption, asavailable supply.

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~~companies see an opportunity~~Although remote work continues to ~~upgrade~~be a factor restraining demand for office space, we believe economic conditions are the primary driver of leasing activity. As overall earnings growth for our clients and potential clients improves, it should lead to employment growth and demand for office space over time. However, we are not counting on a near-term market recovery to maintain BXP’s occupancy. Our leasing, construction and property management teams will lean on our operating prowess to gain new clients and market share as clients choose premier workplaces that are in sound financial condition for their ~~workplaces as a method of attracting their workforces back to the~~ office ~~and recruiting new employees.~~space.

The evolving operating environment impacts various aspects of our operating activities as:

•labor market conditions shift, ~~resulting in increasing~~which has gradually increased employer ~~demands~~demand for mandatory in-person workdays;

•volatility in the capital markets ~~on the heels of recent bank failures, have driven~~has led companies to be more reticent in their capital outlays, including capital required for leasing new space;

•our capital costs have increased due to higher interest rates and credit spreads, and private market debt financing, both for construction and existing assets, is significantly more challenging to arrange; and

•construction costs have increased and, although ~~most~~much of the cost for our active development pipeline is fixed, the cost of potential future construction activity continues to increase.

In light of ~~the foregoing, we believe we are positioning BXP for success, notwithstanding~~ the uncertain trajectory of the U.S. and global economies, we believe we continue to position BXP for success by increasing liquidity, managing our leverage, pursuing additional capital raising opportunities and maintaining discipline in discretionary capital expenditures, while continuing to selectively invest (including through both acquisitions and developments) in premier workplace opportunities.We remain focused on the following strategies:

•continuing to embrace our leadership position in the premier workplace segment and leveraging our strength in portfolio quality, client relationships, development skills, market penetration and sustainability to profitably build market share. Premier workplaces, the preferred choice for our current and prospective clients, are gaining market share compared to general office space and demonstrating the highest occupancy, net absorption levels and rental rates in the central business districts (“CBDs”) in markets where we operate;share;

•leasing available space in our in-service and development properties, as well as proactively focusing on future lease expirations;

•completing the construction and leasing of our development properties;

•pursuing attractive asset class adjacencies where we have a track record of success, such as life sciences and residential development;

•continuing to raise the bar in the quality of our portfolio and actively recycling capital by selling assets, subject to market conditions, which have been, and may continue to be, negatively impacted by a slowdown in the capital markets, elevated interest rates, and the limited availability of private market debt financing;

•actively managing our operations in a sustainable and responsible manner; and

•prioritizing risk management by actively managing liquidity, investing more extensively with joint venture partners to manage our debt levels, and being highly selective in new investment commitments.

The following is an overview of leasing and investment activity in the ~~second~~first quarter of ~~2023~~2024 and recent business highlights.

Leasing Activity and Occupancy

In the second quarter of 2023, we signed a total of approximately 938,000 square feet of leases with a weighted-average lease term of approximately 8.0 years. The leasing volume increased from approximately 660,000 square feet of leases signed in the first quarter of 2023.

The overall occupancy of our in-service premier workplace and retail properties was 88.3% at June 30, 2023. We define occupancy as space with signed leases for which revenue recognition has commenced in accordance with GAAP. Including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP, our in-service premier workplace and retail properties were approximately 90.4% leased at June 30, 2023.

The macroeconomic environment has resulted in softening demand in all of our markets. While property tours continue and leases under negotiation move forward, there is less urgency from clients to make new commitments. Potential clients touring space acknowledge that economic uncertainty is impacting space decisions. ~~We have factored~~Also impacting clients decisions are the building quality as well as the financial stability and long-term commitment of their building owners, both strong competitive advantages for BXP.

In the first quarter of 2024, we executed 61 leases totaling approximately 900,000 square feet with a weighted-average lease term of approximately 11.6 years, compared to approximately 660,500 square feet of leases executed in the ~~impacts~~first quarter of 2023 with a ~~slower economy, softer business performance,~~weighted-average lease term of approximately 7.7 years.

BXP’s CBD portfolio of premier workplaces was 91.0% occupied and ~~reduced demand~~92.8% leased (including vacant space for ~~space into our leasing expectations for the remainder of 2023. We expect the bulk of our leasing~~which we have signed leases that have not yet commenced in ~~2023 will continue to come from small- and medium-sized professional and financial services firms.~~accordance with GAAP) at March 31, 2024.

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Approximately 89% of our share of NOI comes from assets located in our CBD portfolio, underscoring the strength of BXP’s strategy to invest in the highest quality buildings in dynamic urban gateway markets. For a detailed discussion of our share of NOI, including the reasons management believes the metric is useful to investors and a reconciliation to the most comparable GAAP measure, see page 31.

The overall occupancy of our in-service office and retail properties was 88.2% at March 31, 2024, a decrease of 20 basis points from December 31, 2023. We define occupancy as space with signed leases for which revenue recognition has commenced in accordance with GAAP. Including vacant space for which we have signed leases that have not yet commenced revenue recognition in accordance with GAAP, our in-service office and retail properties were approximately 89.9% leased at March 31, 2024.

Investment Activity

We ~~continually evaluate current~~remain in active pursuit of opportunities in our core markets and ~~prospective markets for possible acquisitions~~asset types with primarily two types of ~~“value-add”~~counterparties: lenders to highly leveraged assets that require ~~lease-up or repositioning,~~recapitalization and ~~acquisitions~~institutional owners seeking to diversify from the office asset class. To date, there has been limited market transaction activity for higher-quality office assets. With lenders, there are fewer premier workplaces that are ~~otherwise consistent~~struggling with ~~our long-term strategy of owning, managing, developing,~~leverage, and ~~improving~~in the few cases involving premier workplaces, lenders are generally electing to extend loans to borrowers who agree to invest modestly in their assets. Institutional owners are less interested in selling their higher quality assets, and there remains a material bid-ask spread given assets have in most cases not been marked down to market clearing levels. Notwithstanding these current challenges, our expectations are that transactions and our investment activity will increase in coming quarters given the volume of maturing financings, continued mark downs in institutional portfolios and prolonged high interest rates. We also have interest from institutional investors in co-investing with us for select opportunities.

Consistent with this strategy, on January 8, 2024, we completed the acquisition of our joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue located in Washington, DC for a purchase price of $10.0 million and recorded a gain on consolidation of approximately $21.8 million. This transaction was sparked by our partner’s election to reduce their exposure to the office sector, and we agreed to purchase their interest on attractive terms. The property is encumbered by an approximately $207.1 million mortgage debt, at acquisition, which bears interest at 3.61% per annum and matures on January 5, 2025. Following the acquisition, we modified the mortgage loan to provide for two loan extension options totaling five years of additional term, each subject to certain conditions. The first loan extension option is for four years at a fixed interest rate of 5.0% per annum. We also extended an approximately 200,000 square foot lease with the anchor client through 2042 after the acquisition. 901 New York Avenue is a premier workplace consisting of approximately 524,000 net rentable square feet.

Also, on March 21, 2024, we completed the previously announced sale of a 45% interest in 290 Binney Street, a life sciences development located in Kendall Square in Cambridge, Massachusetts, to an institutional investor. The institutional investor’s investment in 290 Binney Street will reduce our share of the project’s estimated development spend over time by approximately $533.5 million, including $141.8 million that was funded at closing. The consummation of this joint venture completed the institutional investor’s two-building investment in Cambridge, Massachusetts with a gross valuation of approximately $1.66 billion or $2,050 per square foot. The properties, 290 Binney Street and 300 Binney Street, total 802,000 net rentable square feet and are 100% pre-leased. We retain a 55% interest in each ~~of our chosen markets. Additional new acquisition opportunities will likely increase in this environment,~~joint venture and ~~we remain committed to developing~~provide development, property management, and ~~acquiring assets to enhance our long-term growth and to meet client demand solely focused on premier workplaces, life sciences, and residential development.~~leasing services for the ventures.

As of ~~June 30, 2023,~~March 31, 2024, our development/redevelopment pipeline consisted of 1311 properties that, when completed, we expect will total approximately ~~3.1~~3.2 million net rentable square feet. Our share of the estimated total cost for these projects is approximately $2.6 billion, of which approximately ~~$1.6~~$1.4 billion remains to be invested. The commercial space in the pipeline, which excludes ~~Reston Next Residential, is~~the residential projects, was 54% ~~pre-leased.~~

In June 2023, View Boston Observatory, the highly anticipated experiential observation deck encompassing the top three floors of 800 Boylston Street - The Prudential Center in Boston, Massachusetts, opened. The approximately 63,000 square-foot experience provides a unique opportunity to enjoy 360-degree panoramic views of the city, food and beverage at the Stratus cocktail bar and The Beacon bistro, and interactive state-of-the-art immersive exhibits that showcase Boston's many neighborhoods and cultural landmarks.

In the second quarter of 2023, we completed and fully placed in-service 2100 Pennsylvania Avenue in Washington, D.C. 2100 Pennsylvania Avenue is an approximately 476,000 square foot premier workplace and was approximately 61.8% occupied and approximately 90.5% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP)pre-leased as of ~~June 30, 2023.~~May 2, 2024.

On July 28, 2023, we entered into a joint venture agreement with an institutional investor for the future development of 343 Madison Avenue located on Madison Avenue between 44th and 45th Streets in New York City, New York adjacent to Grand Central Station. We own a 55% interest in the venture and our partner owns a 45% interest, and we will provide customary development, property management, and leasing services. The 343 Madison Avenue project contemplates the construction of (1) a direct entrance to the Long Island Railroad’s new east side access project (Grand Central Madison) (“Phase 1”) and (2) an approximately 900,000 square foot premier workplace building with ground floor retail (“Phase 2”). Subsequently, on August 1, 2023, the joint venture executed a 99-year ground lease with the Metropolitan Transportation Authority for the approximately 25,000 square foot site. The ground lease requires the joint venture to construct the direct access to Grand Central Madison as Phase 1 of the development project. The joint venture has the option until July 31, 2025 to terminate the ground lease prior to construction of the new building and receive reimbursement for the cost of the construction of access to Grand Central Station. There can be no assurance that Phase 1 will be completed on the terms currently contemplated or that Phase 2 of the development project will commence on the terms currently contemplated or at all.

As we continue to focus on new investments to drive future growth, we regularly review our portfolio to identify properties as potential sales candidates that either no longer fit within our portfolio strategy or could attract premium pricing in the current market. However, the asset sale market for all real estate asset classes has slowed dramatically ~~with the increase in~~while interest rates remain elevated and transaction volume for office assets continues to be minimal in the U.S.

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A brief overview of each of our markets follows.

Boston

During the ~~second~~first quarter of ~~2023,~~2024, we executed approximately ~~320,000~~178,000 square feet of leases and approximately ~~291,000~~435,000 square feet of leases commenced in the Boston region. Approximately ~~221,000~~374,000 square feet of the leases that commenced had been vacant for less than one year and represent an increase in net rental obligations of approximately ~~20%~~21.4% over the prior leases.

As of ~~June 30, 2023,~~March 31, 2024, our approximately 8.3 million square foot Boston CBD in-service portfolio was approximately ~~95.1%~~94.7% occupied and approximately ~~96.9%~~95.9% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

Our approximately 2.5 million square foot in-service premier workplace CBD portfolio in Cambridge was approximately ~~97.2%~~97.4% occupied and leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP) as of ~~June 30, 2023.~~March 31, 2024.

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As of ~~June 30, 2023,~~March 31, 2024, our Route 128-Mass Turnpike in-service portfolio is comprised of approximately ~~4.8~~4.7 million square feet and was approximately ~~79.6%~~79.3% occupied and approximately ~~80.9%~~79.4% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

Los Angeles

Our Los Angeles (“LA”) in-service portfolio of approximately 2.3 million square feet is currently focused in West LA and includes Colorado Center, an approximately 1.1 million square foot property of which we own 50%, and Santa Monica Business Park, a 21-building, approximately 1.2 million square foot ~~property of which we own 55%.~~property. As of ~~June 30, 2023,~~March 31, 2024, our LA in-service properties were approximately ~~86.0%~~86.1% occupied and ~~86.2%~~87.2% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

New York

During the ~~second~~first quarter of ~~2023,~~2024, we executed approximately ~~280,000~~225,000 square feet of leases in the New York region and approximately ~~323,000~~313,000 square feet of leases commenced. Approximately ~~63,000~~269,000 square feet of the leases that commenced had been vacant for less than one year and they represent an increase in net rental obligations of approximately ~~64%~~10.5% over the prior leases. As of ~~June 30, 2023,~~March 31, 2024, our New York CBD in-service portfolio was approximately ~~90.3%~~91.5% occupied and approximately ~~92.7%~~95% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

San Francisco

During the ~~second~~first quarter of ~~2023,~~2024, we executed approximately ~~101,000~~109,000 square feet of leases and approximately ~~76,000~~175,000 square feet of leases commenced in the San Francisco region. Approximately ~~50,000~~98,000 square feet of leases that commenced had been vacant for less than one year and represent an increase in net rental obligations of approximately ~~13%~~10.0% over the prior leases.

As of ~~June 30, 2023,~~March 31, 2024, our San Francisco CBD in-service properties were approximately ~~89.1%~~86.6% occupied and approximately ~~90.3%~~87.4% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

Client demand in the San Francisco CBD had increased more than 50% since the fourth quarter of 2022 with new technology demand responsible for much of the increase. There are a significant number of artificial intelligence (“AI”) companies actively considering space and the requirements will create net absorption. Given the potential growth of these organizations, we would expect this demand to center on the well-built technology sublet space that is readily available in the San Francisco market. Global investment in the AI industry is rapidly increasing and is likely to result in job growth. San Francisco is the leading labor market for AI jobs followed by New York and Seattle. New venture capital investment in AI is concentrated in San Francisco, New York and Boston with CBRE Insights Research reporting that San Francisco will be receiving more than 50% of the total invested during the third quarter. These are encouraging facts that could be constructive to the recovery of the San Francisco office market, if they come to fruition.

Seattle

Our Seattle in-service portfolio includes Safeco Plaza, an approximately ~~779,000~~769,000 square foot property of which we own 33.67%, and Madison Centre, an approximately 755,000 square foot property. As of ~~June 30, 2023, our Seattle~~March 31, 2024, these in-service properties were approximately ~~87.9%~~81.8% occupied and approximately ~~90.5%~~83.1% leased (inclusive of vacant space with signed leases that have not yet commenced in accordance with GAAP).

Washington, DC

During the ~~second~~first quarter of ~~2023,~~2024, we executed approximately ~~236,000~~336,000 square feet of leases and approximately ~~351,000~~438,000 square feet of leases commenced in the Washington, DC region. Approximately ~~220,000~~256,000 square feet of the leases that commenced had been vacant for less than one year and represent a decrease in net rental obligations of approximately 8%4.7% over the prior leases.

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As of ~~June 30, 2023,~~March 31, 2024, our Washington, DC CBD in-service properties were approximately ~~78.5%~~86.7% occupied and approximately ~~83.0%~~88.9% leased (inclusive of vacant space with signed leases that have not yet commenced in accordance with GAAP).

A significant component of our Washington, DC regional portfolio is in Reston Town Center, an award-winning mixed-use development in Northern Virginia. Reston is a hub for technology, cloud services, cybersecurity and defense intelligence companies. As of ~~June 30, 2023,~~March 31, 2024, our Reston ~~Virginia properties were~~CBD portfolio was approximately ~~88.2%~~

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93.7% occupied and approximately ~~93.4%~~95.6% leased (inclusive of vacant space with signed leases that have not yet commenced in accordance with GAAP).

Leasing Statistics

The table below details the leasing activity, including 100% of the unconsolidated joint ventures, that commenced revenue recognition during the three ~~and six~~ months ended ~~June 30, 2023:~~March 31, 2024:

Three months ended June 30, 2023 Six months ended June 30, 2023
(Square Feet)
Vacant space available at the beginning of the period 5,569,935 5,610,777
Property dispositions/properties taken out of service (1) — (333,277)
Properties placed (and partially placed) in-service (2) 181,597 181,597
Leases expiring or terminated during the period 1,093,663 2,161,543
Total space available for lease 6,845,195 7,620,640
1st generation leases
151,087 151,087
2nd generation leases with new clients
556,310 988,313
2nd generation lease renewals
335,037 678,479
Total space leased (3) 1,042,434 1,817,879
Vacant space available for lease at the end of the period 5,802,761 5,802,761
Leases executed during the period, in square feet (4) 937,536 1,598,016
Second generation leasing information: (5)
Leases commencing during the period, in square feet 891,347 1,666,792
Weighted Average Lease Term 88 Months 89 Months
Weighted Average Free Rent Period 186 Days 181 Days
Total Transaction Costs Per Square Foot (6) $60.70 $66.33
Increase in Gross Rents (7) 6.31 % 3.30 %
Increase in Net Rents (8) 10.02 % 5.28 %


	Three months ended March 31, 2024
	(Square Feet)
Vacant space available at the beginning of the period	5,696,007
Vacant space from property dispositions/properties taken out of service (1)	(233,694)

Vacant space from properties placed (and partially placed) in-service (2)	44,652
Leases expiring or terminated during the period	1,684,796
Total space available for lease	7,191,761
1st generation leases	171,991
2nd generation leases with new clients	414,732
2nd generation lease renewals	846,432
Total space leased (3)	1,433,155
Vacant space available for lease at the end of the period	5,758,606

Leases executed during the period (4)	893,941

Second generation leasing information: (5)
Leases commencing during the period, in square feet	1,261,164
Weighted Average Lease Term	110 Months
Weighted Average Free Rent Period	93 Days
Total Transaction Costs Per Square Foot (6)	$79.32
Increase in Gross Rents (7)	6.78	%
Increase in Net Rents (8)	9.62	%

__________________

(1)Total vacant square feet of properties taken out of service during the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 consists of ~~195,191~~162,274 square feet at ~~300 Binney~~1050 Winter Street ~~55,852~~and 71,420 square feet at ~~420 Bedford Street, 57,045 square feet at 430 Bedford Street and 25,189 square feet at 2098 Gaither~~15825 Shady Grove Road.

(2)Total vacant square feet of properties placed ~~in service~~ (and partially placed) in-service during the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 consists of ~~181,597~~44,652 square feet at ~~2100 Pennsylvania Avenue.~~651 Gateway.

(3)Represents leases for which lease revenue recognition has commenced in accordance with GAAP during the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024.

(4)Represents leases executed during the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 for which we either (1) commenced lease revenue recognition in such period or (2) will commence lease revenue recognition in subsequent periods, in accordance with GAAP, and includes leases at properties currently under development. The total square feet of leases executed and recognized during the three ~~and six~~ months ended ~~June 30, 2023 are 116,230 and 303,128~~March 31, 2024 is 354,567 square ~~feet, respectively.~~feet.

(5)Second generation leases are defined as leases for space that ~~has~~we have previously ~~been leased by us.~~leased. Of the ~~891,347 and 1,666,792~~1,261,164 square feet of second generation leases that commenced during the three ~~and six~~ months ended ~~June 30, 2023, respectively,~~March 31, 2024, leases for ~~776,928 and 1,365,475~~906,597 square feet ~~respectively,~~ were signed in prior periods.

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(6)Total transaction costs include tenant improvements and leasing commissions but exclude free rent concessions and other inducements in accordance with GAAP.

(7)Represents the increase in gross rent (base rent plus expense reimbursements) on the new versus expired leases on the ~~554,458 and 1,059,940~~1,053,391 square feet of second generation leases that had been occupied within the prior 12 months for the three ~~and six~~ months ended ~~June 30, 2023, respectively;~~March 31, 2024; excludes leases that

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management considers temporary because the client is not expected to occupy the space on a long-term basis.

(8)Represents the increase in net rent (gross rent less operating expenses) on the new versus expired leases on the ~~554,458 and 1,059,940~~1,053,391 square feet of second generation leases that had been occupied within the prior 12 months for the three ~~and six~~ months ended ~~June 30, 2023, respectively.~~March 31, 2024.

Transactions during the three months ended ~~June 30, 2023~~March 31, 2024 included the following:

~~Development/Redevelopment activities~~Acquisition activity

•On ~~April 29, 2023,~~January 8, 2024, we completed ~~and fully placed in-service 2100 Pennsylvania~~the acquisition of our joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue, ~~a premier workplace project with approximately 476,000 net rentable square feet~~ located in Washington, DC. ~~Including leases with future commencement dates,~~At acquisition, the total net equity acquired was $20.0 million, which includes $10.0 million in cash that we paid for the joint venture partner's 50% economic ownership interest in the joint venture. The property is ~~91% leased as~~subject to existing mortgage indebtedness of ~~July 28, 2023.~~approximately $207.1 million (See Debt activities below). The acquisition resulted in us recording a gain upon consolidation of approximately $21.8 million, which is the difference between the fair value of the previously held equity method investment immediately prior to the consolidation of $10.0 million, less our costs basis of approximately $(11.8) million. The gain on consolidation is included within income (loss) from unconsolidated joint ventures in the Consolidated Statement of Operations. 901 New York Avenue is a premier workplace consisting of approximately 524,000 net rentable square feet.

Development activity

•On ~~June 1, 2023,~~February 12, 2024, we ~~completed~~commenced the development of a residential project at 121 Broadway Street in Cambridge, Massachusetts that is adjacent to our development projects at 290 Binney Street and ~~fully placed in-service our View Boston Observatory at The Prudential Center, a redevelopment~~300 Binney Street. 121 Broadway will consist of ~~the top three floors of 800 Boylston Street - The Prudential Center, located in Boston, Massachusetts. View Boston Observatory at The Prudential Center consists of~~439 residential units aggregating approximately ~~63,000~~492,000 net rentable square feet.

Impairment activity

•At March 31, 2024, we evaluated the expected hold period for a portion of our Shady Grove property located in Rockville, Maryland. Based on a shorter-than-expected hold period, we reduced the carrying value of a portion of the property that we anticipate selling to a third party developer to its estimated fair value at March 31, 2024. As a result, each of BXP and BPLP recognized an impairment loss of approximately $13.6 million. Our estimated fair value was based on Level 3 inputs as defined in Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”) and on a pending offer from a third party.

Lease activity

•On March 28, 2024, we entered into a 90-year air rights lease with the Massachusetts Department of Transportation for an approximately 61,000 square feet site at the parking garage located at 100 Clarendon Street and the concourse level of ~~retail, including food~~the Massachusetts Bay Transportation Authority’s Back Bay Station (the “Station”). The lease requires annual base rental payments of $250,000 until the commencement of construction, as defined in the lease. If we commence construction of a project on the site on or before August 1, 2028 then a final fixed rental payment is due in accordance with the lease at that time. After August 1, 2028, if we commence construction of a project on the site, then a final rental payment based on the then current fair market value will be due at that time. In addition, the lease requires annual payments of $500,000 through 2033 to fund maintenance and ~~beverage,~~improvements to the Station. We have assumed that we will begin construction on the site on or before August 1, 2028. The incremental borrowing rate for this lease is 6.57% per annum. The net present value of the ground lease payments is approximately $23.2 million. We classify this lease as an operating lease. As a result, we recorded a Right of Use Assets – Operating Leases and ~~observation space.~~Lease Liabilities – Operating Leases of approximately $23.9 million and $23.2 million, respectively, on our Consolidated Balance Sheets as of March 31, 2024. There were no lease costs for the period from March 28, 2024 through March 31, 2024.

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Unconsolidated joint venture activities

•On ~~April 21, 2023,~~January 2, 2024, a joint venture in which we have a 50% interest partially placed in-service 651 Gateway, an approximately 327,000 net rentable square foot laboratory/life sciences project in South San Francisco, California. The property is approximately 21% pre-leased as of May 2, 2024.

•On January 8, 2024, we acquired our joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue, located in Washington, DC, for a gross purchase price of $10.0 million in cash (See Acquisition activity above). Prior to the acquisition, we had a 50% economic ownership interest in the joint venture and accounted for it under the equity method of accounting. The acquisition resulted in us having full ownership of the joint venture such that we now account for the assets, liabilities, and operations of it on a consolidated basis in our financial statements instead of under the equity method of accounting and as a result recognized a gain on consolidation of approximately $21.8 million.

•On February 6, 2024, a joint venture in which we own a 25% interest extended the maturity date of the loan collateralized by its 3 Hudson Boulevard property. The extended loan continues to bear interest at a variable rate equal to Term SOFR plus approximately 3.61% per annum and matures on May 9, 2024. At the time of the extension, the loan had an outstanding balance totaling $80.0 million and was scheduled to mature on February 9, 2024. 3 Hudson Boulevard consists of land and improvements held for future development located in New York, New York.

•On February 9, 2024, a joint venture in which we own 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~~The construction 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.million. The extended loan ~~continued~~continues 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 now matures on April 26, 2024, with a one-year extension option, subject to certain conditions. 7750 Wisconsin Avenue is a premier workplace with approximately 734,000 net rentable square feet located in Bethesda, Maryland.

•On June 5, 2023, a joint venture in which we own 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. Our portion of the mortgage loans, $10.5 million, has been reflected as a Related Party Note Receivable on our 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 we own 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 modification, 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. The modified 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. As of June 30, 2023, the loan had approximately $23.2 million of accrued interest due at the maturity date, August 13, 2023. For the period commencing on July 7, 2023 through the maturity date, the modified loan will bear interest at a variable rate equal to Term SOFR plus 1.35% per annum and matures on April 26, 2025. At the time of the extension, the loan had an outstanding balance totaling approximately $251.6 million and was scheduled to mature on April 26, 2024. 7750 Wisconsin Avenue is a premier workplace with approximately 736,000 net rentable square feet located in Bethesda, Maryland.

Debt activities

•On January 8, 2024, we acquired our joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue located in Washington, DC (See Acquisition activity and Unconsolidated joint venture activities above). The property is subject to existing mortgage indebtedness. At acquisition, the mortgage loan had an outstanding principal balance of approximately $207.1 million, bore interest at 3.61% per ~~annum.~~annum and was scheduled to mature on January 5, 2025. The mortgage loan was recorded at a fair value of approximately $198.7 million. On January 11, 2024, we modified the mortgage loan ~~now matures on August 13, 2023, with one 180 days~~to provide for two extension ~~option,~~options totaling five years of additional term, each subject to certain conditions. ~~3 Hudson Boulevard consists of land and improvements held for future development located in New York, New York.~~

•~~During~~On February 1, 2024, BPLP repaid $700.0 million in aggregate principal amount of its 3.800% senior notes due February 1, 2024. The repayment was completed with available cash and the ~~three months ended June 30, 2023,~~$600.0 million proceeds from the mortgage loan entered into on October 26, 2023. The repayment price was approximately $713.3 million, which was equal to the stated principal plus approximately $13.3 million of accrued and unpaid interest to, but not including, the repayment date. Excluding the accrued and unpaid interest, the repayment price was equal to the principal amount being repaid.

Noncontrolling interest activity

•On March 21, 2024, we completed the sale of a ~~joint venture~~45% interest in 290 Binney Street in Cambridge, Massachusetts.  The institutional investor funded approximately $97.2 million in cash at closing, which is less than 45% of the agreed upon carrying value of the property immediately prior to the transaction.  The institutional investor will fund all construction costs until its equity balance is proportionate to its ownership percentage, after which we have 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 ofand the institutional investor will fund the development project ~~included~~based on our respective ownership interests.  We retain a 55% ownership interest in the ~~construction~~joint venture.  The transaction did not qualify as a sale of ~~an approximately 390,000 net rentable square foot premier~~real estate for financial reporting purposes as we continue to effectively control the property and thus will continue to account for the property on a consolidated basis in our financial statements and no gain was recognized in the Consolidated Statements of Operations.  We provide customary development, property management and leasing services to the

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~~workplace building and below-grade parking garage.~~joint venture.  290 Binney Street is an approximately 566,000 net rentable square foot laboratory/life sciences development project located in Cambridge, Massachusetts.  The  ~~joint venture intends~~development project is 100% pre-leased to ~~complete~~a life sciences company.  

Transactions completed subsequent to March 31, 2024 included 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.~~

~~Debt activities~~following:

•On ~~May 15, 2023, BPLP~~April 5, 2024, we completed ~~a public offering of $750.0 million~~and fully placed in-service 760 Boylston Street, an approximately 118,000 net rentable square feet retail redevelopment located in aggregate principal amount of its 6.500% unsecured senior notes due 2034. The notes were priced at 99.697% of the principal amount to yield an effective rate (including financing fees) of approximately 6.619% per annum to maturity. The notes will mature on January 15, 2034, unless earlier redeemed. The aggregate net proceeds from the offering were approximately $741.3 million after deducting underwriting discounts and transaction expenses.Boston, Massachusetts.

•On ~~June 1, 2023,~~April 16, 2024, BPLP ~~amended~~provided notice to exercise its ~~unsecured credit facility (as amended, the “2021 Credit Facility”) to replace the LIBOR-based daily floating rate~~one-year extension option with a SOFR-based daily floating rate option and to add options for SOFR-based term floating rates and rates for alternative currency loans. In addition, the amendment added a SOFR credit spread adjustment of 0.10%. Other than the foregoing, the material terms of the 2021 Credit Facility remain unchanged (See Note 6 to the Consolidated Financial Statements).

~~Derivative instrument and hedging activity~~

•~~On May 2, 2023, BPLP entered into four interest rate swap contracts with notional amounts aggregating $1.2 billion. BPLP entered into these interest rate swap contracts to reduce~~on its ~~exposure to the variability in future cash flows attributable to changes in the interest rate of BPLP’s~~ $1.2 billion unsecured term loan facility (the “2023 Unsecured Term Loan”). ~~These~~BPLP anticipates effectuating the extension on or prior to the current May 16, 2024 maturity date. Upon effectiveness, the 2023 Unsecured Term Loan will mature on May 16, 2025. After making an approximately $500.0 million optional repayment on April 29, 2024, the 2023 Unsecured Term Loan has an outstanding principal balance of $700.0 million.

•On April 17, 2024, BPLP established an unsecured commercial paper program. Under the terms of the program, BPLP may issue, from time to time, unsecured commercial paper notes up to a maximum aggregate amount outstanding at any one time of $500 million with varying maturities of up to one year. The notes will be sold in private placements and will rank pari passu with all of BPLP’s other unsecured senior indebtedness, including its outstanding senior notes. The commercial paper program is backstopped by available capacity under BPLP's unsecured revolving credit facility (the “2021 Credit Facility”). As of May 2, 2024, BPLP had $500.0 million outstanding under its commercial paper program that bears interest at a weighted-average rate ~~swaps~~of 5.58% per annum. Proceeds from the commercial paper program were ~~entered into~~used to ~~fix Term SOFR, the reference rate for~~reduce BPLP’s 2023 Unsecured Term Loan ~~at a weighted-average rate of 4.6420% for the period commencing on May 4, 2023 and ending on May 16, 2024 (see Notes 6 and 7~~ to ~~the Consolidated Financial Statements~~).

~~Equity activity~~

•On May 17, 2023, BXP renewed its “at the market” (“ATM”) stock offering program through which it may sell from time to time up to an aggregate of $600.0 million of its common stock through sales agents over a three-year period. Under the ATM stock offering program, BXP may also engage in forward sale transactions with affiliates of certain sales agents for the sale of its common stock on a forward basis. This program replaced BXP’s prior $600.0 million ATM stock offering program that was scheduled to expire on May 22, 2023. BXP intends to use the net proceeds from any offering for general business purposes, which may include investment opportunities and debt reduction. No shares of common stock have been issued under this ATM stock offering program.

~~Transactions completed subsequent to June 30, 2023 included the following:~~

•On July 20, 2023, we completed and fully placed in-service 140 Kendrick Street - Building A, a premier workplace redevelopment project with approximately 104,000 net rentable square feet located in Needham, Massachusetts. The property is 100% leased and is the first Net Zero, Carbon Neutral office repositioning of this scale in Massachusetts.$700.0 million.

•On ~~July 28, 2023, we entered into a joint venture agreement with an institutional investor for~~April 29, 2024, BPLP increased the ~~future development of 343 Madison Avenue located on Madison Avenue between 44th and 45th Streets in New York City, New York adjacent~~current maximum borrowing amount under the 2021 Credit Facility from $1.815 billion to Grand Central Station. We own a 55% interest in the venture and our partner owns a 45% interest, and we will provide customary development, property management, and leasing services. The 343 Madison Avenue project contemplates the construction of (1) a direct entrance to the Long Island Railroad’s new east side access project (Grand Central Madison) (“Phase 1”) and (2) an approximately 900,000 square foot premier workplace building with ground floor retail (“Phase 2”). Subsequently, on August 1, 2023, the joint venture executed a 99-year ground lease with the Metropolitan Transportation Authority for the approximately 25,000 square foot site. The ground lease requires the joint venture to construct the direct access to Grand Central Madison as Phase 1$2.0 billion. All other terms of the development project. The joint venture has the option until July 31, 2025 to terminate the ground lease prior to construction of the new building and receive reimbursement for the cost of the construction of access to Grand Central Station. There can be no assurance that Phase 1 will be

~~Table of Contents~~

~~completed on the terms currently contemplated or that Phase 2 of the development project will commence on the terms currently contemplated or at all.~~

•~~On July 28, 2023, a joint venture in which we have a 50% interest modified and exercised an option to extend by one year the~~2021 Credit Facility, including its maturity date of ~~its loan collateralized by 100 Causeway Street. At~~June 15, 2026, remain unchanged. BPLP had no borrowings under the ~~time~~2021 Credit Facility as 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. The modified and extended loan has 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.

•Effective July 28, 2023, BXP’s independent directors appointed Joel I. Klein to serve as the lead independent director, replacing Kelly A. Ayotte. Ms. Ayotte stepped down as the lead independent director due to the additional time commitment and responsibilities of that role, and the independent directors determined that it is in the best interests of BXP and its stockholders that Mr. Klein once again assume that role. Ms. Ayotte served as BXP’s lead independent director since May 2022 and will remain on BXP’s Board of Directors. Mr. Klein previously served as BXP’s lead independent director from May 2016 to May 2019 and as its independent Chairman from May 2019 to May 2022.2, 2024.

Critical Accounting Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations discuss our Consolidated Financial Statements, which have been prepared in accordance with generally accepted accounting principles (“GAAP”). The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates and assumptions.

Our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 contains a discussion of our critical accounting estimates. There have been no significant changes in our critical accounting estimates since the year ended December 31, ~~2022.~~2023.

Results of Operations for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~

Net income attributable to Boston Properties, Inc. and net income attributable to Boston Properties Limited Partnership ~~decreased by~~increased approximately ~~$183.8~~$2.0 million and ~~$208.7~~$2.3 million, respectively, for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022,~~2023, as ~~set forth~~detailed in the following tables and for the reasons discussed below under the heading “Comparison of the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 to the ~~six~~three months ended ~~June 30, 2022”~~March 31, 2023” within “~~Item~~“Item 2—Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations..”

The following are reconciliations of Net Income Attributable to Boston Properties, Inc. to Net Operating Income and Net Income Attributable to Boston Properties Limited Partnership to Net Operating Income for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~2023. For a detailed discussion of Net Operating Income (“NOI”), including the reasons management believes NOI is useful to investors, see page 56.51.

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			Six months ended June 30,
			2023		2022		Increase/ (Decrease)		% Change
			(in thousands)
		Three months ended March 31,																												Three months ended March 31,
		2024															2024							2023						Increase/ (Decrease)						% Change
		(in thousands)																												(in thousands)
Net Income Attributable to Boston Properties, Inc.	Net Income Attributable to Boston Properties, Inc.		$	182,215	$	366,044	$	(183,829)	(50.22)	%	Net Income Attributable to Boston Properties, Inc.		$	79,883		$			$	77,890		$			$	1,993		2.56				2.56		%
Net Income Attributable to Noncontrolling Interests:	Net Income Attributable to Noncontrolling Interests:
Noncontrolling interest—common units of the Operating Partnership
Noncontrolling interest—common units of the Operating Partnership
Noncontrolling interest—common units of the Operating Partnership	Noncontrolling interest—common units of the Operating Partnership		21,169		42,061		(20,892)		(49.67)	%		9,500			9,078			9,078			422				422			4.65				4.65		%
Noncontrolling interests in property partnerships	Noncontrolling interests in property partnerships		38,428		36,095		2,333		6.46	%	Noncontrolling interests in property partnerships		17,221			18,660				18,660			(1,439)				(1,439)		(7.71)					(7.71)	%
Net Income	Net Income		241,812		444,200		(202,388)		(45.56)	%	Net Income		106,604			105,628				105,628			976				976		0.92					0.92	%
Other Expenses:	Other Expenses:
Add:	Add:
Add:
Add:
Interest expense	Interest expense		276,680		205,370		71,310		34.72	%

Interest expense
Interest expense													161,891						134,207						27,684						20.63		%
Impairment loss											Impairment loss		13,615						—						13,615						100.00		%
Other Income:	Other Income:
Less:	Less:
Less:
Less:
Unrealized gain on non-real estate investment	Unrealized gain on non-real estate investment		383		—		383		100.00	%
Gains (losses) from investments in securities			3,236		(6,978)		10,214		146.37	%
Other income - assignment fee			—		6,624		(6,624)		(100.00)	%
Unrealized gain on non-real estate investment
Unrealized gain on non-real estate investment													396						259						137						52.90		%
Gains from investments in securities											Gains from investments in securities		2,272						1,665						607						36.46		%
Interest and other income (loss)	Interest and other income (loss)		28,284		2,423		25,861		1,067.31	%	Interest and other income (loss)		14,529			10,941				10,941			3,588				3,588		32.79					32.79	%

Gains on sales of real estate			—		118,948		(118,948)		(100.00)	%
Income (loss) from unconsolidated joint ventures	Income (loss) from unconsolidated joint ventures		(14,237)		2,135		(16,372)		(766.84)	%	Income (loss) from unconsolidated joint ventures		19,186			(7,569)				(7,569)			26,755				26,755		353.48					353.48	%
Other Expenses:	Other Expenses:
Add:	Add:
Add:
Add:
Depreciation and amortization expense
Depreciation and amortization expense
Depreciation and amortization expense	Depreciation and amortization expense		411,311		360,770		50,541		14.01	%		218,716			208,734			208,734			9,982				9,982			4.78				4.78		%
Transaction costs	Transaction costs		1,219		496		723		145.77	%	Transaction costs		513			911				911			(398)				(398)		(43.69)					(43.69)	%
Payroll and related costs from management services contracts	Payroll and related costs from management services contracts		9,844		7,304		2,540		34.78	%	Payroll and related costs from management services contracts		4,293			5,235				5,235			(942)				(942)		(17.99)					(17.99)	%
General and administrative expense	General and administrative expense		99,977		77,859		22,118		28.41	%	General and administrative expense		50,018			55,802				55,802			(5,784)				(5,784)		(10.37)					(10.37)	%
Other Revenue:	Other Revenue:
Less:	Less:
Less:
Less:
Direct reimbursements of payroll and related costs from management services contracts
Direct reimbursements of payroll and related costs from management services contracts
Direct reimbursements of payroll and related costs from management services contracts	Direct reimbursements of payroll and related costs from management services contracts		9,844		7,304		2,540		34.78	%		4,293			5,235			5,235			(942)				(942)			(17.99)				(17.99)		%
Development and management services revenue	Development and management services revenue		18,838		12,185		6,653		54.60	%	Development and management services revenue		6,154			8,980				8,980			(2,826)				(2,826)		(31.47)					(31.47)	%
Net Operating Income	Net Operating Income		$	994,495	$	953,358	$	41,137	4.31	%	Net Operating Income		$	508,820		$			$	491,006		$			$	17,814		3.63				3.63		%

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BPLP

Six months ended June 30,
2023 2022 Increase/
(Decrease) %
Change
(in thousands)
Net Income Attributable to Boston Properties Limited Partnership $ 206,928 $ 415,617 $ (208,689) (50.21) %
Net Income Attributable to Noncontrolling Interests:
Noncontrolling interests in property partnerships 38,428 36,095 2,333 6.46 %
Net Income 245,356 451,712 (206,356) (45.68) %
Other Expenses:
Add:
Interest expense 276,680 205,370 71,310 34.72 %
Other Income:
Less:
Unrealized gain on non-real estate investment 383 — 383 100.00 %
Gains (losses) from investments in securities 3,236 (6,978) 10,214 146.37 %
Other income - assignment fee — 6,624 (6,624) (100.00) %
Interest and other income (loss) 28,284 2,423 25,861 1,067.31 %
Gains on sales of real estate — 122,992 (122,992) (100.00) %
Income (loss) from unconsolidated joint ventures (14,237) 2,135 (16,372) (766.84) %
Other Expenses:
Add:
Depreciation and amortization expense 407,767 357,302 50,465 14.12 %
Transaction costs 1,219 496 723 145.77 %
Payroll and related costs from management services contracts 9,844 7,304 2,540 34.78 %
General and administrative expense 99,977 77,859 22,118 28.41 %
Other Revenue:
Less:
Direct reimbursements of payroll and related costs from management services contracts 9,844 7,304 2,540 34.78 %
Development and management services revenue 18,838 12,185 6,653 54.60 %
Net Operating Income $ 994,495 $ 953,358 $ 41,137 4.31 %


	Three months ended March 31,
	2024		2023		Increase/ (Decrease)		% Change
	(in thousands)
Net Income Attributable to Boston Properties Limited Partnership	$	91,080	$	88,830	$	2,250	2.53	%
Net Income Attributable to Noncontrolling Interests:
Noncontrolling interests in property partnerships	17,221		18,660		(1,439)		(7.71)	%
Net Income	108,301		107,490		811		0.75	%
Other Expenses:
Add:
Interest expense	161,891		134,207		27,684		20.63	%
Impairment loss	13,615		—		13,615		100.00	%
Other Income:
Less:
Unrealized gain on non-real estate investment	396		259		137		52.90	%
Gains from investments in securities	2,272		1,665		607		36.46	%
Interest and other income (loss)	14,529		10,941		3,588		32.79	%
Income (loss) from unconsolidated joint ventures	19,186		(7,569)		26,755		353.48	%
Other Expenses:
Add:
Depreciation and amortization expense	217,019		206,872		10,147		4.90	%
Transaction costs	513		911		(398)		(43.69)	%
Payroll and related costs from management services contracts	4,293		5,235		(942)		(17.99)	%
General and administrative expense	50,018		55,802		(5,784)		(10.37)	%
Other Revenue:
Less:
Direct reimbursements of payroll and related costs from management services contracts	4,293		5,235		(942)		(17.99)	%
Development and management services revenue	6,154		8,980		(2,826)		(31.47)	%
Net Operating Income	$	508,820	$	491,006	$	17,814	3.63	%

At ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ we owned or had joint venture interests in a portfolio of ~~191~~187 and ~~193~~192 commercial real estate properties, respectively (in each case, the “Total Property Portfolio”). As a result of changes within our Total Property Portfolio, the financial data presented below shows significant changes in revenue and expenses from period-to-period. Accordingly, we do not believe that our period-to-period financial data with respect to the Total Property Portfolio provides a complete understanding of our operating results. Therefore, the comparison of operating results for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ show separately the changes attributable to the properties that were owned by us and in-service throughout each period compared (the “Same Property Portfolio”) and the changes attributable to the properties included in the Acquired, Placed In-Service, ~~In or Held for~~ Development or Redevelopment or Sold Portfolios.

In our analysis of operating results, particularly to make comparisons of ~~NOI~~net operating income between periods more meaningful, it is important to provide information for properties that were in-service and owned by us throughout each period presented. We refer to properties acquired or placed in-service prior to the beginning of the earliest period presented and owned by us and in-service through the end of the latest period presented as our Same Property Portfolio. The Same Property Portfolio therefore excludes properties acquired, placed in-service or in or held for development or redevelopment after the beginning of the earliest period presented or disposed of prior to the end of the latest period presented.

~~Table of Contents~~

Table of Contents

contracts and corporate general and administrative expense less (2) unrealized gain on non-real estate investment, gains ~~(losses)~~ from investments in securities, ~~other income - assignment fee,~~ interest and other income (loss), ~~gains on sales of real estate,~~ income (loss) from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue. We use NOI internally as a performance measure and believe it provides useful information to investors regarding our results of operations and financial condition because, when compared across periods, it reflects 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 attributable to Boston Properties, Inc. and net income attributable to Boston Properties Limited Partnership. 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. NOI presented by us may not be comparable to NOI reported by other REITs or real estate companies that define NOI differently.

We believe that in order to understand our operating results, NOI should be examined in conjunction with net income attributable to Boston Properties, Inc. and net income attributable to Boston Properties Limited Partnership as presented in our Consolidated Financial Statements. NOI should not be considered as a substitute for net income attributable to Boston Properties, Inc. or net income attributable to Boston Properties Limited Partnership (determined in accordance with GAAP) or any other GAAP financial measures and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP.

~~The gains on sales of real estate and depreciation~~Depreciation expense may differ between BXP and BPLP as a result of previously applied acquisition accounting by BXP for the issuance of common stock in connection with non-sponsor redemptions of common units of limited partnership interest of BPLP (“OP Units”). This accounting resulted in a step-up of the real estate assets at BXP that was allocated to certain properties. The difference between the real estate assets of BXP as compared to BPLP for certain properties having an allocation of the real estate step-up will result in a corresponding difference in ~~gains on sales of real estate and~~ depreciation expense when those properties are sold. For additional information see the Explanatory Note that ~~immediately~~ follows the cover page of this Quarterly Report on Form 10-Q.

Comparison of the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 to the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023

The table below shows selected operating information for the Same Property Portfolio and the Total Property Portfolio. The Same Property Portfolio consists of ~~126~~130 properties totaling approximately ~~38.3~~40.8 million net rentable square feet, excluding unconsolidated joint ventures. The Same Property Portfolio includes properties acquired or placed in-service on or prior to January 1, ~~2022~~2023 and owned and ~~in service~~in-service through ~~June 30, 2023.~~March 31, 2024. The Total Property Portfolio includes the effects of the other properties either acquired, placed in-service, in or held for development or redevelopment after January 1, ~~2022~~2023 or disposed of on or prior to ~~June 30, 2023.~~March 31, 2024. This table includes a reconciliation from the Same Property Portfolio to the Total Property Portfolio by also providing information for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ with respect to the properties that were acquired, placed in-service, in or held for development or redevelopment or sold. We did not sell any properties during the three months ended March 31, 2024 and 2023.

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		Same Property Portfolio								Properties Acquired Portfolio				Properties Placed In-Service Portfolio				Properties in or Held for Development or Redevelopment Portfolio				Properties Sold Portfolio							Total Property Portfolio
		2023		2022		Increase/ (Decrease)		% Change		2023		2022		2023		2022		2023		2022		2023				2022			2023		2022			Increase/ (Decrease)			% Change
		(dollars in thousands)																							Same Property Portfolio													Properties Acquired Portfolio													Properties Placed In-Service Portfolio											Properties in or Held for Development or Redevelopment Portfolio																		Total Property Portfolio
	2024																											2024			2023					Increase/ (Decrease)							% Change							2024							2023						2024					2023							2024							2023																						2024				2023				Increase/ (Decrease)			% Change
	(dollars in thousands)																																																																	(dollars in thousands)
Rental Revenue: (1)	Rental Revenue: (1)
Lease Revenue (Excluding Termination Income)
Lease Revenue (Excluding Termination Income)
Lease Revenue (Excluding Termination Income)	Lease Revenue (Excluding Termination Income)	$	1,377,163	$	1,351,293	$	25,870	1.91	%	$	49,859	$	5,815	$	67,334	$	15,200	$	874	$	11,088	$	697			$	26,503		$	1,495,927	$	1,409,899		$	86,028		6.10		%	$	736,512			$			$	740,069			$			$	(3,557)			(0.48)				(0.48)	%			$	25,500			$			$	—			$			$	12,436			$		$	5,014			$			$	242			$			$	417						$									$	774,690			$		$	745,500			$			$	29,190			3.92		3.92	%
Termination Income	Termination Income	32		3,867		(3,835)		(99.17)	%	—		133		—		—		—		—		—				—			32		4,000			(3,968)			(99.20)		%	Termination Income		1,810			195					195			1,615					1,615			828.21			828.21	%					189		—						—		—					—		—					—			—				—				—		—						1,999												1,999				195				195			1,804		1,804		925.13	925.13	%
Lease Revenue	Lease Revenue	1,377,195		1,355,160		22,035		1.63	%	49,859		5,948		67,334		15,200		874		11,088		697				26,503			1,495,959		1,413,899			82,060			5.80		%	Lease Revenue		738,322			740,264					740,264			(1,942)					(1,942)			(0.26)			(0.26)	%					25,689		—						—		12,436					12,436		5,014					5,014			242				242				417		417						776,689												776,689				745,695				745,695			30,994		30,994		4.16	4.16	%
Parking and Other		46,948		42,263		4,685		11.09	%	2,114		524		603		—		(3)		4,928		1				607			49,663		48,322			1,341			2.78		%
Parking and Other Revenue																								Parking and Other Revenue	28,434					23,339			5,095					21.83		%						2,512							—							487					127						—								(3)																								31,433			23,463				7,970			33.97	%
Total Rental Revenue (1)	Total Rental Revenue (1)	1,424,143		1,397,423		26,720		1.91	%	51,973		6,472		67,937		15,200		871		16,016		698				27,110			1,545,622		1,462,221			83,401			5.70		%	Total Rental Revenue (1)		766,756			763,603					763,603			3,153					3,153			0.41			0.41	%					28,201		—						—		12,923					12,923		5,141					5,141			242				242				414		414						808,122												808,122				769,158				769,158			38,964		38,964		5.07	5.07	%
Real Estate Operating Expenses	Real Estate Operating Expenses	540,020		508,208		31,812		6.26	%	8,053		1,680		18,379		5,058		4,478		4,639		168				8,268			571,098		527,853			43,245			8.19		%	Real Estate Operating Expenses		292,630			280,084					280,084			12,546					12,546			4.48			4.48	%					9,577		—						—		4,963					4,963		1,727					1,727			1,301				1,301				4,034		4,034						308,471												308,471				285,845				285,845			22,626		22,626		7.92	7.92	%
Net Operating Income (Loss), Excluding Residential and Hotel	Net Operating Income (Loss), Excluding Residential and Hotel	884,123		889,215		(5,092)		(0.57)	%	43,920		4,792		49,558		10,142		(3,607)		11,377		530				18,842			974,524		934,368			40,156			4.30		%	Net Operating Income (Loss), Excluding Residential and Hotel		474,126			483,519					483,519			(9,393)					(9,393)			(1.94)			(1.94)	%					18,624		—						—		7,960					7,960		3,414					3,414			(1,059)				(1,059)				(3,620)		(3,620)						499,651												499,651				483,313				483,313			16,338		16,338		3.38	3.38	%
Residential Net Operating Income (2)	Residential Net Operating Income (2)	12,733		10,057		2,676		26.61	%	—		—		—		—		—		—		—				3,571			12,733		13,628			(895)			(6.57)		%	Residential Net Operating Income (2)		6,998			6,263					6,263			735					735			11.74			11.74	%					—		—						—		—					—		—					—			—				—				—		—						6,998												6,998				6,263				6,263			735		735		11.74	11.74	%
Hotel Net Operating Income (2)	Hotel Net Operating Income (2)	7,238		5,362		1,876		34.99	%	—		—		—		—		—		—		—				—			7,238		5,362			1,876			34.99		%	Hotel Net Operating Income (2)		2,171			1,430					1,430			741					741			51.82			51.82	%					—		—						—		—					—		—					—			—				—				—		—						2,171												2,171				1,430				1,430			741		741		51.82	51.82	%
Net Operating Income (Loss)	Net Operating Income (Loss)	$	904,094	$	904,634	$	(540)	(0.06)	%	$	43,920	$	4,792	$	49,558	$	10,142	$	(3,607)	$	11,377	$	530			$	22,413		$	994,495	$	953,358		$	41,137		4.31		%	Net Operating Income (Loss)		$	483,295		$				$	491,212		$				$	(7,917)		(1.61)				(1.61)	%				$	18,624		$				$	—			$			$	7,960		$			$	3,414		$				$	(1,059)		$				$	(3,620)						$									$	508,820		$			$	491,006			$			$	17,814		3.63		3.63	%

_______________

(1)Rental Revenue is equal to Revenue less Development and Management Services Revenue and Direct Reimbursements of Payroll and Related Costs from Management Services Revenue per the Consolidated Statements of Operations, excluding the residential and hotel revenue that is noted below. We use 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.

(2)For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page ~~56.~~51. Residential Net Operating Income for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ is comprised of Residential Revenue of ~~$23,979~~$12,684 and ~~$29,878~~$11,726 less Residential Expenses of ~~$11,246~~$5,686 and ~~$16,250,~~$5,463, respectively. Hotel Net Operating Income for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ is comprised of Hotel Revenue of ~~$22,070~~$8,186 and ~~$16,646~~$8,101 less Hotel Expenses of ~~$14,832~~$6,015 and ~~$11,284,~~$6,671, respectively, per the Consolidated Statements of Operations.

5753

Table of Contents

~~Same Property Portfolio~~

~~Lease Revenue (Excluding Termination Income)~~

Lease revenue (excluding termination income) from the Same Property Portfolio increased by approximately $25.9 million for the six months ended June 30, 2023 compared to 2022. The increase was a result of our average revenue per square foot increasing by approximately $2.42, contributing approximately $44.0 million, partially offset by average occupancy decreasing from 91.6% to 90.4%, resulting in a decrease of approximately $18.1 million.

~~Termination Income~~

~~Termination income decreased by approximately $3.8 million for the six months ended June 30, 2023 compared to 2022.~~

~~Termination income for the six months ended June 30, 2023 related to approximately 15 clients across the Same Property Portfolio and totaled approximately $32,000.~~

Termination income for the six months ended June 30, 2022 related to 15 clients across the Same Property Portfolio and totaled approximately $3.3 million, which was primarily related to clients that terminated leases early in New York City. In addition, we received a distribution from our unsecured credit claim against Lehman Brothers, Inc. of approximately $0.6 million.

~~Parking and Other Revenue~~

Parking and other revenue increased by approximately $4.7 million for the six months ended June 30, 2023 compared to 2022. Parking revenue increased by approximately $5.0 million and was partially offset by a decrease in other revenue of approximately $0.3 million. The increase in parking revenue was primarily due to an increase in transient and monthly parking.

~~Real Estate Operating Expenses~~

Real estate operating expenses from the Same Property Portfolio increased by approximately $31.8 million, or 6.3%, for the six months ended June 30, 2023 compared to 2022, due primarily to increases in real estate taxes of approximately $12.1 million, or 4.9%, and other real estate operating expenses of approximately $17.4 million, or 6.7%. The increase in real estate taxes was primarily in New York City. In addition, there was approximately $2.3 million related to the marketing and initial opening expenses associated with the View Boston Observatory which was completed and placed in-service on June 1, 2023.

~~Properties Acquired Portfolio~~

The table below lists the properties acquired between January 1, 2022 and June 30, 2023. Rental revenue and real estate operating expenses increased by approximately $45.5 million and $6.4 million, respectively, for the six months ended June 30, 2023 compared to 2022, as detailed below.

Square Feet Rental Revenue Real Estate Operating Expenses
Name Date acquired 2023 2022 Change 2023 2022 Change
(dollars in thousands)
Madison Centre (1) May 17, 2022 754,988 $ 31,314 $ 6,472 $ 24,842 $ 6,043 $ 1,680 $ 4,363
125 Broadway September 16, 2022 271,000 20,659 — 20,659 2,010 — 2,010
1,025,988 $ 51,973 $ 6,472 $ 45,501 $ 8,053 $ 1,680 $ 6,373
~~______________~~

~~(1)Rental revenue for the six months ended June 30, 2022 includes approximately $0.1 million of termination income.~~

~~Table of Contents~~

~~Properties Placed In-Service Portfolio~~

The table below lists the properties that were placed in-service or partially placed in-service between January 1, 2022 and June 30, 2023. Rental revenue and real estate operating expenses from our Properties Placed In-Service Portfolio increased by approximately $52.7 million and $13.3 million, respectively, for the six months ended June 30, 2023 compared to 2022, as detailed below.

Quarter Initially Placed In-Service Quarter Fully Placed In-Service Rental Revenue Real Estate Operating Expenses
Name Square Feet 2023 2022 Change 2023 2022 Change
(dollars in thousands)
Reston Next Fourth Quarter, 2021 Fourth Quarter, 2022 1,063,236 $ 22,747 $ 14,978 $ 7,769 $ 7,756 $ 5,031 $ 2,725
325 Main Street Second Quarter, 2022 Second Quarter, 2022 414,565 22,879 213 22,666 3,795 10 3,785
2100 Pennsylvania Avenue Second Quarter, 2022 Second Quarter, 2023 475,849 10,581 9 10,572 4,160 17 4,143
880 Winter Street (1) Third Quarter, 2022 Fourth Quarter, 2022 243,618 11,730 — 11,730 2,668 — 2,668
2,197,268 $ 67,937 $ 15,200 $ 52,737 $ 18,379 $ 5,058 $ 13,321

~~_____________~~

~~(1)Conversion of a 224,000 square foot office property located in Waltham, Massachusetts to laboratory space.~~

~~Properties in or Held for Development or Redevelopment Portfolio~~

The table below lists the properties that were in or held for development or redevelopment between January 1, 2022 and June 30, 2023. Rental revenue and real estate operating expenses from our Properties in or Held for Development or Redevelopment Portfolio decreased by approximately $15.1 million and $0.2 million, respectively, for the six months ended June 30, 2023 compared to 2022, as detailed below.

Rental Revenue Real Estate Operating Expenses
Name Date Commenced or Held for Development / Redevelopment Square Feet 2023 2022 Change 2023 2022 Change
(dollars in thousands)
140 Kendrick Street - Building A (1) July 1, 2022 104,000 $ — $ 2,865 $ (2,865) $ — $ 683 $ (683)
760 Boylston Street September 12, 2022 118,000 — — — — 428 (428)
105 Carnegie Center November 30, 2022 73,000 — 633 (633) — 462 (462)
2096 Gaither Road December 1, 2022 50,000 — 111 (111) 58 168 (110)
RTC Next-Hotel (2) December 19, 2022 N/A 455 — 455 2 — 2
Kendall Center Blue Parking Garage (3) January 4, 2023 N/A 25 4,925 (4,900) 3,015 656 2,359
300 Binney Street January 30, 2023 236,000 (900) 5,865 (6,765) 117 934 (817)
Lexington Office Park (4) March 31, 2023 166,779 975 1,310 (335) 1,108 1,157 (49)
2098 Gaither Road (4) March 31, 2023 50,000 316 307 9 178 151 27
797,779 $ 871 $ 16,016 $ (15,145) $ 4,478 $ 4,639 $ (161)

~~_____________~~

~~(1)On July 20, 2023, we completed and fully placed this property in-service.~~

~~(2)On December 19, 2022, in accordance with GAAP, the ground lease that encumbers this property was reclassified as a sales-type lease and the associated assets were derecognized.~~

~~(3)~~The Kendall Center Blue Parking Garage was taken out of service on January 4, 2023 to support the development of 290 Binney Street. Real estate operating expenses for the six months ended June 30, 2023 included approximately $3.0 million of demolition costs.

~~(4)~~Lexington Office Park and 2098 Gaither Road are no longer considered “in-service” as each property’s occupied percentage is below 50% and we are no longer actively leasing the properties in anticipation of a future development/redevelopment.

~~Table of Contents~~

~~Properties Sold Portfolio~~

The table below lists the properties we sold between January 1, 2022 and June 30, 2023. Rental revenue and real estate operating expenses from our Properties Sold Portfolio decreased by approximately $32.4 million and $10.6 million, respectively, for the six months ended June 30, 2023 compared to 2022, as detailed below.

Rental Revenue Real Estate Operating Expenses
Name Date Sold Property Type Square Feet 2023 2022 Change 2023 2022 Change
(dollars in thousands)
Office
195 West Street March 31, 2022 Office 63,500 $ — $ 749 $ (749) $ — $ 242 $ (242)
Virginia 95 Office Park June 15, 2022 Office/Flex 733,421 — 5,190 (5,190) — 1,787 (1,787)
601 Massachusetts Avenue August 30, 2022 Office 478,667 — 21,171 (21,171) — 6,239 (6,239)
Total Office 1,275,588 — 27,110 (27,110) — 8,268 (8,268)
Residential
The Avant at Reston Town Center (1) November 8, 2022 Residential 329,195 698 6,027 (5,329) 168 2,456 (2,288)
Total Residential 329,195 698 6,027 (5,329) 168 2,456 (2,288)
1,604,783 $ 698 $ 33,137 $ (32,439) $ 168 $ 10,724 $ (10,556)

~~_____________~~

~~(1)~~We retained and continue to own approximately 26,000 square feet of ground-level retail space. Rental Revenue and Real Estate Operating Expenses for the six months ended June 30, 2023 represent the ground-level retail space. Rental Revenue and Real Estate Operating Expenses for the six months ended June 30, 2022 represent the entire property and not just the portion sold.

~~For additional information on the sales of the above properties refer to~~ ~~“Results of Operations—Other Income and Expense Items—Gains on Sales of Real Estate”~~ ~~within~~ ~~“Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”~~

~~Residential Net Operating Income~~

~~Net operating income for our residential same properties increased by approximately $2.7 million for the six months ended June 30, 2023 compared to 2022.~~

~~The following reflects our occupancy and rate information for our residential same properties for the six months ended June 30, 2023 and 2022.~~

Average Monthly Rental Rate (1) Average Rental Rate Per Occupied Square Foot Average Physical Occupancy (2) Average Economic Occupancy (3)
Name 2023 2022 Change (%) 2023 2022 Change (%) 2023 2022 Change (%) 2023 2022 Change (%)
Proto Kendall Square $ 3,034 $ 2,759 10.0 % $ 5.57 $ 5.07 9.9 % 95.6 % 94.4 % 1.3 % 95.3 % 93.7 % 1.7 %
The Lofts at Atlantic Wharf $ 4,434 $ 4,015 10.4 % $ 4.91 $ 4.47 9.8 % 95.9 % 96.9 % (1.0) % 96.4 % 96.4 % — %
Signature at Reston $ 2,670 $ 2,631 1.5 % $ 2.77 $ 2.71 2.2 % 94.2 % 94.7 % (0.5) % 93.4 % 94.1 % (0.7) %
The Skylyne $ 3,446 $ 3,366 2.4 % $ 4.39 $ 4.09 7.3 % 91.9 % 77.7 % 18.3 % 89.6 % 75.2 % 19.1 %

~~_____________~~

~~(1)~~Average Monthly Rental Rate is calculated as the average of the quotients obtained by dividing (A) rental revenue as determined in accordance with GAAP, by (B) the number of occupied units for each month within the applicable fiscal period.

~~(2)Average Physical Occupancy is defined as (1) the average number of occupied units divided by (2) the total number of units, expressed as a percentage.~~

~~(3)~~Average Economic Occupancy is defined as (1) total possible revenue less vacancy loss divided by (2) total possible revenue, expressed as a percentage. Total possible revenue is determined by valuing average occupied units at contract rates and average vacant units at Market Rents. Vacancy loss is determined by valuing vacant units at current Market Rents. By measuring vacant units at their Market Rents, Average Economic Occupancy takes into account the

~~Table of Contents~~

fact that units of different sizes and locations within a residential property have different economic impacts on a residential property’s total possible gross revenue. Market Rents used by us in calculating Economic Occupancy are based on the current market rates set by the managers of our residential properties based on their experience in renting their residential property’s units and publicly available market data. Actual market rents and trends in such rents for a region as reported by others may vary materially from Market Rents used by us. Market Rents for a period are based on the average Market Rents during that period and do not reflect any impact for cash concessions.

~~Hotel Net Operating Income~~

The Boston Marriott Cambridge hotel had net operating income of approximately $7.2 million for the six months ended June 30, 2023, representing an increase of approximately $1.9 million compared to the six months ended June 30, 2022. As demand for travel has returned, the Boston Marriott Cambridge has seen an increase in occupancy and room rates, which has led to increased net operating income.

~~The following reflects our occupancy and rate information for the Boston Marriott Cambridge hotel for the six months ended June 30, 2023 and 2022.~~

2023 2022
Change (%)
Occupancy 69.3 % 57.1 % 21.4 %
Average daily rate $ 323.14 $ 306.36 5.5 %
REVPAR $ 223.95 $ 208.11 7.6 %

~~Other Operating Revenue and Expense Items~~

~~Development and Management Services Revenue~~

Development and management services revenue increased by approximately $6.7 million for the six months ended June 30, 2023 compared to 2022. Development services revenue and management services revenue increased by approximately $2.2 million and $4.5 million, respectively. The increase in development services revenue was primarily related to an increase in development fees earned from unconsolidated joint venture properties in the San Francisco and Washington, DC regions. The increase in management services revenue was primarily related to an increase in property management fees from an unconsolidated joint venture in the New York region and asset management fees earned from an unconsolidated joint venture in the Los Angeles region.

~~General and Administrative Expense~~

General and administrative expense increased by approximately $22.1 million for the six months ended June 30, 2023 compared to 2022 primarily due to increases in compensation expense and other general and administrative expenses of approximately $20.3 million and $1.8 million, respectively. The increase in compensation expense related to (1) an approximately $10.2 million increase in the value of our deferred compensation plan and (2) an approximately $10.1 million increase in other compensation expenses, primarily due to age-based vesting and annual increases in employee compensation. The increase in other general and administrative expenses primarily related to an increase in professional fees.

Wages directly related to the development of rental properties are capitalized and included in real estate assets on our Consolidated Balance Sheets and amortized over the useful lives of the applicable asset or lease term. Capitalized wages for the six months ended June 30, 2023 and 2022 were approximately $9.1 million and $8.1 million, respectively. These costs are not included in the general and administrative expenses discussed above.

~~Transaction Costs~~

Transaction costs increased by approximately $0.7 million for the six months ended June 30, 2023 compared to 2022 due primarily to costs incurred in connection with the pursuit and formation of new joint ventures in 2023 that did not occur at the same levels in 2022. In general, transaction costs relating to the formation of new joint ventures and the pursuit of other transactions are expensed as incurred.

~~Depreciation and Amortization Expense~~

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BPLP. This accounting resulted in a step-up of the real estate assets at BXP that was allocated to certain properties. The difference between the real estate assets of BXP as compared to BPLP for certain properties having an allocation of the real estate step-up will result in a corresponding difference in depreciation expense. For additional information see the Explanatory Note that immediately follows the cover page of this Quarterly Report on Form 10-Q.

~~BXP~~

~~Depreciation and amortization expense increased by approximately $50.5 million for the six months ended June 30, 2023 compared to 2022, as detailed below.~~

Portfolio Depreciation and Amortization for the six months ended June 30,
2023 2022 Change
(in thousands)
Same Property Portfolio $ 339,732 $ 339,692 $ 40
Properties Acquired Portfolio 35,080 4,174 30,906
Properties Placed In-Service Portfolio 23,188 6,709 16,479
Properties in or Held for Development or Redevelopment Portfolio (1) 13,088 4,005 9,083
Properties Sold Portfolio 223 6,190 (5,967)
$ 411,311 $ 360,770 $ 50,541

~~_____________~~

~~(1)~~During the six months ended June 30, 2023, the Kendall Center Blue Parking Garage was taken out of service and demolished to support the development of 290 Binney Street, an approximately 566,000 net rentable square foot laboratory/life sciences project in Cambridge, Massachusetts. As a result, during the six months ended June 30, 2023, we recorded approximately $0.8 million of accelerated depreciation expense for the demolition of the garage, of which approximately $0.2 million related to the step-up of real estate assets.

~~BPLP~~

~~Depreciation and amortization expense increased by approximately $50.5 million for the six months ended June 30, 2023 compared to 2022, as detailed below.~~

Portfolio Depreciation and Amortization for the six months ended June 30,
2023 2022 Change
(in thousands)
Same Property Portfolio $ 336,368 $ 336,224 $ 144
Properties Acquired Portfolio 35,080 4,174 30,906
Properties Placed In-Service Portfolio 23,188 6,709 16,479
Properties in or Held for Development or Redevelopment Portfolio (1) 12,908 4,005 8,903
Properties Sold Portfolio 223 6,190 (5,967)
$ 407,767 $ 357,302 $ 50,465

~~_____________~~

~~(1)~~During the six months ended June 30, 2023, the Kendall Center Blue Parking Garage was taken out of service and demolished to support the development of 290 Binney Street, an approximately 566,000 net rentable square foot laboratory/life sciences project in Cambridge, Massachusetts. As a result, during the six months ended June 30, 2023, we recorded approximately $0.6 million of accelerated depreciation expense for the demolition of the garage.

~~Direct Reimbursements of Payroll and Related Costs From Management Services Contracts and Payroll and Related Costs From Management Service Contracts~~

We have determined that amounts reimbursed for payroll and related costs received from third parties in connection with management services contracts should be reflected on a gross basis instead of on a net basis as we have determined that we are the principal under these arrangements. We anticipate that these two financial statement line items will generally offset each other.

~~Table of Contents~~

~~Other Income and Expense Items~~

~~Income (loss) from Unconsolidated Joint Ventures~~

For the six months ended June 30, 2023 compared to 2022, income (loss) from unconsolidated joint ventures decreased by approximately $16.4 million primarily due to (1) an approximately $5.3 million decrease in net income due to the acquisition of our 200 Fifth Avenue joint venture, primarily related to depreciation and amortization and (2) an increase in interest expense due to increasing interest rates on variable rate debt.

~~Gains on Sales of Real Estate~~

Gains on sales of real estate may differ between BXP and BPLP as a result of previously applied acquisition accounting by BXP for the issuance of common stock in connection with non-sponsor OP Unit redemptions by BPLP. This accounting resulted in a step-up of the real estate assets at BXP that was allocated to certain properties. The difference between the real estate assets of BXP as compared to BPLP for certain properties having an allocation of the real estate step-up will result in a corresponding difference in the gains on sales of real estate when those properties are sold. For additional information, see the Explanatory Note that immediately follows the cover page of this Quarterly Report on Form 10-Q.

~~BXP~~

Gains on sales of real estate decreased by approximately $118.9 million for the six months ended June 30, 2023 compared to 2022. During the six months ended June 30, 2022, we recognized gains of approximately $22.7 million and $96.2 million related to the sales of 195 West Street in Waltham, Massachusetts and Virginia 95 Office Park in Springfield, Virginia, respectively.

~~BPLP~~

Gains on sales of real estate decreased by approximately $123.0 million for the six months ended June 30, 2023 compared to 2022. During the six months ended June 30, 2022, we recognized gains of approximately $23.4 million and $99.5 million related to the sales of 195 West Street in Waltham, Massachusetts and Virginia 95 Office Park in Springfield, Virginia, respectively.

~~Interest and Other Income (Loss)~~

Interest and other income (loss) increased by approximately $25.9 million for the six months ended June 30, 2023 compared to 2022, due primarily to an increase of approximately $26.8 million in interest income due to increased interest earned on our deposits partially offset by an increase in our allowance for current expected credit losses of approximately $0.8 million.

~~Other Income - Assignment Fee~~

On April 19, 2021, we entered into an agreement to acquire 11251 Roger Bacon Drive in Reston, Virginia for an aggregate purchase price of approximately $5.6 million. On April 7, 2022, we executed an agreement to assign the right to acquire 11251 Roger Bacon Drive to a third party for an assignment fee of approximately $6.9 million. Net cash proceeds totaled approximately $6.6 million. 11251 Roger Bacon Drive is an approximately 65,000 square foot office building situated on approximately 2.6 acres.

~~Gains (Losses) from Investments in Securities~~

Gains (losses) from investments in securities for the six months ended June 30, 2023 and 2022 related to investments that we have made to reduce our market risk relating to deferred compensation plans that we maintain for BXP’s officers and former non-employee directors. Under the deferred compensation plans, each officer or non-employee director who is eligible to participate is permitted to defer a portion of the officer’s current income or the non-employee director’s compensation on a pre-tax basis and receive a tax-deferred return on these deferrals based on the performance of specific investments selected by the officer or non-employee director. In order to reduce our market risk relating to these plans, we typically acquire, in a separate account that is not restricted as to its use, similar or identical investments as those selected by each officer or non-employee director. This enables us to generally match our liabilities to BXP’s officers or former non-employee directors under our deferred compensation plans with equivalent assets and thereby limit our market risk. The performance of these investments is recorded as gains (losses) from investments in securities. During the six months ended June 30, 2023 and 2022, we recognized gains (losses) of approximately $3.2 million and $(7.0) million, respectively, on these

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investments. By comparison, our general and administrative expense increased (decreased) by approximately $3.2 million and $(7.0) million during the six months ended June 30, 2023 and 2022, respectively, as a result of increases (decreases) in our liability under our deferred compensation plans that was associated with the performance of the specific investments selected by officers and former non-employee directors of BXP participating in the plans.

~~Unrealized Gain on Non-Real Estate Investment~~

During the year ended December 31, 2022, we began investing in non-real estate investments, which are primarily environmentally focused investment funds. As a result, for the six months ended June 30, 2023, we recognized an unrealized gain of approximately $0.4 million due to the observable changes in the fair value of the investments.

~~Interest Expense~~

~~Interest expense increased by approximately $71.3 million for the six months ended June 30, 2023 compared to 2022, as detailed below.~~


~~Component~~	~~Change in interest expense for the six months ended June 30, 2023 compared to June 30, 2022~~
	~~(in thousands)~~
~~Increases to interest expense due to:~~
~~Increase in interest associated with unsecured term loans and the unsecured credit facility, net~~	$	~~29,889~~
~~Issuance of $750 million in aggregate principal of 6.750% senior notes due 2027 on November 17, 2022~~	~~25,350~~
~~Issuance of $750 million in aggregate principal of 6.500% senior notes due 2034 on May 15, 2023~~	~~6,113~~
~~Increase in interest due to finance lease for one in-service property~~	~~4,498~~
~~Amortization expense of financing fees primarily related to unsecured term loan~~	~~2,313~~
~~Decrease in capitalized interest related to development projects~~	~~2,271~~
~~Other interest expense (excluding senior notes)~~	~~876~~
~~Total increases to interest expense~~	$	~~71,310~~

Interest expense directly related to the development of rental properties is capitalized and included in real estate assets on our Consolidated Balance Sheets and amortized over the useful lives of the real estate or lease term. As portions of properties are placed in-service, we cease capitalizing interest on that portion and interest is then expensed. Interest capitalized for the six months ended June 30, 2023 and 2022 was approximately $21.2 million and $27.8 million, respectively. These costs are not included in the interest expense referenced above.

At June 30, 2023, our variable rate debt consisted of BPLP’s $1.5 billion unsecured credit facility (the “Revolving Facility”) and $1.2 billion 2023 Unsecured Term Loan. As of June 30, 2023, the Revolving Facility did not have a balance outstanding and the 2023 Unsecured Term Loan had $1.2 billion outstanding. On May 2, 2023, BPLP entered into four interest rate swap contracts with notional amounts aggregating $1.2 billion to effectively fix Term SOFR, the reference rate for the 2023 Unsecured Term Loan, at a weighted-average rate of 4.6420% for the period commencing on May 4, 2023 and ending on May 16, 2024. For a summary of our consolidated debt as of June 30, 2023 refer to the heading “~~Liquidity and Capital Resources—Debt Financing”~~ ~~within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~”

~~Table of Contents~~

~~Noncontrolling Interests in Property Partnerships~~

~~Noncontrolling interests in property partnerships increased by approximately $2.3 million for the six months ended June 30, 2023 compared to 2022, as detailed below.~~

Property Noncontrolling Interests in Property Partnerships for the six months ended June 30,
2023 2022 Change
(in thousands)
767 Fifth Avenue (the General Motors Building) $ 6,181 $ 6,049 $ 132
Times Square Tower 11,098 10,483 615
601 Lexington Avenue (1) 7,253 5,651 1,602
100 Federal Street 6,057 6,421 (364)
Atlantic Wharf Office Building 7,839 7,491 348
$ 38,428 $ 36,095 $ 2,333

~~______________~~

~~(1)The increase was primarily attributable to an increase in lease revenue from our clients.~~

~~Noncontrolling Interest—Common Units of the Operating Partnership~~

~~For BXP, noncontrolling interest—common units of the Operating Partnership decreased by approximately $20.9 million for the~~ ~~six months~~ ended June 30, 2023 compared to 2022 due primarily to a decrease in allocable income, which was the result of recognizing a greater gain on sales of real estate amount during 2022. Due to our ownership structure, there is no corresponding line item on BPLP’s financial statements.

~~Results of Operations for the Three Months Ended June 30, 2023 and 2022~~

Net income attributable to Boston Properties, Inc. and net income attributable to Boston Properties Limited Partnership decreased approximately $118.7 million and $135.7 million, respectively, for the three months ended June 30, 2023 compared to 2022, as detailed in the following tables and for the reasons discussed below under the heading “Comparison of the three months ended June 30, 2023 to the three months ended June 30, 2022” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

~~The~~ ~~following are reconciliations of Net Income Attributable to Boston Properties, Inc. to Net Operating Income and Net Income Attributable to Boston Properties Limited Partnership~~ ~~to Net Operating Income for the three months ended June 30, 2023 and 2022. For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 67.~~

~~Table of Contents~~

~~BXP~~

Three months ended June 30,
2023 2022 Increase/
(Decrease) %
Change
(in thousands)
Net Income Attributable to Boston Properties, Inc. $ 104,299 $ 222,989 $ (118,690) (53.23) %
Net Income Attributable to Noncontrolling Interests:
Noncontrolling interest—common units of the Operating Partnership 12,117 25,708 (13,591) (52.87) %
Noncontrolling interests in property partnerships 19,768 18,546 1,222 6.59 %
Net Income 136,184 267,243 (131,059) (49.04) %
Other Expenses:
Add:
Interest expense 142,473 104,142 38,331 36.81 %
Loss from unconsolidated joint ventures 6,668 54 6,614 12,248.15 %
Other Income:
Less:
Unrealized gain on non-real estate investment 124 — 124 100.00 %
Gains (losses) from investments in securities 1,571 (4,716) 6,287 133.31 %
Other income - assignment fee — 6,624 (6,624) (100.00) %
Interest and other income (loss) 17,343 1,195 16,148 1,351.30 %
Gains on sales of real estate — 96,247 (96,247) (100.00) %
Other Expenses:
Add:
Depreciation and amortization expense 202,577 183,146 19,431 10.61 %
Transaction costs 308 496 (188) (37.90) %
Payroll and related costs from management services contracts 4,609 3,239 1,370 42.30 %
General and administrative expense 44,175 34,665 9,510 27.43 %
Other Revenue:
Less:
Direct reimbursements of payroll and related costs from management services contracts 4,609 3,239 1,370 42.30 %
Development and management services revenue 9,858 6,354 3,504 55.15 %
Net Operating Income $ 503,489 $ 484,042 $ 19,447 4.02 %

~~Table of Contents~~

~~BPLP~~
Three months ended June 30,
2023 2022 Increase/
(Decrease) %
Change
(in thousands)
Net Income Attributable to Boston Properties Limited Partnership $ 118,098 $ 253,788 $ (135,690) (53.47) %
Net Income Attributable to Noncontrolling Interests:
Noncontrolling interests in property partnerships 19,768 18,546 1,222 6.59 %
Net Income 137,866 272,334 (134,468) (49.38) %
Other Expenses:
Add:
Interest expense 142,473 104,142 38,331 36.81 %
Loss from unconsolidated joint ventures 6,668 54 6,614 12,248.15 %
Other Income:
Less:
Unrealized gain on non-real estate investment 124 — 124 100.00 %
Gains (losses) from investments in securities 1,571 (4,716) 6,287 133.31 %
Other income - assignment fee — 6,624 (6,624) (100.00) %
Interest and other income (loss) 17,343 1,195 16,148 1,351.30 %
Gains on sales of real estate — 99,608 (99,608) (100.00) %
Other Expenses:
Add:
Depreciation and amortization expense 200,895 181,416 19,479 10.74 %
Transaction costs 308 496 (188) (37.90) %
Payroll and related costs from management services contracts 4,609 3,239 1,370 42.30 %
General and administrative expense 44,175 34,665 9,510 27.43 %
Other Revenue:
Less:
Direct reimbursements of payroll and related costs from management services contracts 4,609 3,239 1,370 42.30 %
Development and management services revenue 9,858 6,354 3,504 55.15 %
Net Operating Income $ 503,489 $ 484,042 $ 19,447 4.02 %

NOI is a non-GAAP financial measure equal to net income attributable to Boston Properties, Inc. and net income attributable to Boston Properties Limited Partnership, as applicable, the most directly comparable GAAP financial measures, plus (1) net income attributable to noncontrolling interests, interest expense, loss from unconsolidated joint ventures, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts and corporate general and administrative expense less (2) unrealized gain on non-real estate investment, gains (losses) from investments in securities, other income - assignment fee, interest and other income (loss), gains on sales of real estate, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue. We use NOI internally as a performance measure and believe it provides useful information to investors regarding our results of operations and financial condition because, when compared across periods, it reflects 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 attributable to Boston Properties, Inc. and net income attributable to Boston Properties Limited Partnership. 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. NOI presented by us may not be comparable to NOI reported by other REITs or real estate companies that define NOI differently.

~~Table of Contents~~

~~Comparison of the three months ended June 30, 2023 to the three months ended June 30, 2022~~

The table below shows selected operating information for the Same Property Portfolio and the Total Property Portfolio. The Same Property Portfolio consists of 126 properties totaling approximately 38.3 million net rentable square feet, excluding unconsolidated joint ventures. The Same Property Portfolio includes properties acquired or placed in-service on or prior to April 1, 2022 and owned and in-service through June 30, 2023. The Total Property Portfolio includes the effects of the other properties either acquired, placed in-service, in or held for development or redevelopment after April 1, 2022 or disposed of on or prior to June 30, 2023. This table includes a reconciliation from the Same Property Portfolio to the Total Property Portfolio by also providing information for the three months ended June 30, 2023 and 2022 with respect to the properties that were acquired, placed in-service, in or held for development or redevelopment or sold.

~~Table of Contents~~

Same Property Portfolio Properties
Acquired Portfolio Properties
Placed In-Service
Portfolio Properties in or Held for
Development or
Redevelopment
Portfolio Properties Sold Portfolio Total Property Portfolio
2023 2022 Increase/
(Decrease) %
Change 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Increase/
(Decrease) %
Change
(dollars in thousands)
Rental Revenue: (1)
Lease Revenue (Excluding Termination Income) $ 689,485 $ 673,769 $ 15,716 2.33 % $ 26,433 $ 5,815 $ 33,404 $ 8,310 $ 751 $ 5,870 $ 355 $ 12,761 $ 750,428 $ 706,525 $ 43,903 6.21 %
Termination Income (164) 1,789 (1,953) (109.17) % — 133 — — — — — — (164) 1,922 (2,086) (108.53) %
Lease Revenue 689,321 675,558 13,763 2.04 % 26,433 5,948 33,404 8,310 751 5,870 355 12,761 750,264 708,447 41,817 5.90 %
Parking and Other Revenue 24,559 23,543 1,016 4.32 % 1,164 524 476 — — 2,491 1 328 26,200 26,886 (686) (2.55) %
Total Rental Revenue (1) 713,880 699,101 14,779 2.11 % 27,597 6,472 33,880 8,310 751 8,361 356 13,089 776,464 735,333 41,131 5.59 %
Real Estate Operating Expenses 270,149 253,044 17,105 6.76 % 4,103 1,680 9,579 2,944 1,336 2,310 86 4,052 285,253 264,030 21,223 8.04 %
Net Operating Income (Loss), Excluding Residential and Hotel 443,731 446,057 (2,326) (0.52) % 23,494 4,792 24,301 5,366 (585) 6,051 270 9,037 491,211 471,303 19,908 4.22 %
Residential Net Operating Income (2) 6,470 5,214 1,256 24.09 % — — — — — — — 1,880 6,470 7,094 (624) (8.80) %
Hotel Net Operating Income (2) 5,808 5,645 163 2.89 % — — — — — — — — 5,808 5,645 163 2.89 %
Net Operating Income (Loss) $ 456,009 $ 456,916 $ (907) (0.20) % $ 23,494 $ 4,792 $ 24,301 $ 5,366 $ (585) $ 6,051 $ 270 $ 10,917 $ 503,489 $ 484,042 $ 19,447 4.02 %

~~_______________~~

~~(1)~~Rental Revenue is equal to Revenue less Development and Management Services Revenue and Direct Reimbursements of Payroll and Related Costs from Management Services Revenue per the Consolidated Statements of Operations, excluding the residential and hotel revenue that is noted below. We use 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.

~~(2)~~For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 67. Residential Net Operating Income for the three months ended June 30, 2023 and 2022 is comprised of Residential Revenue of $12,253 and $16,912 less Residential Expenses of $5,783 and $9,818, respectively. Hotel Net Operating Income for the three months ended June 30, 2023 and 2022 is comprised of Hotel Revenue of $13,969 and $12,089 less Hotel Expenses of $8,161 and $6,444, respectively, per the Consolidated Statements of Operations.

~~Table of Contents~~

Same Property Portfolio

Lease Revenue (Excluding Termination Income)

Lease revenue (excluding termination income) from the Same Property Portfolio ~~increased~~decreased by approximately ~~$15.7~~$3.6 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022.~~2023. The ~~increase~~decrease was a result of our average occupancy decreasing from 90.2% to 89.3%, resulting in a decrease of approximately $7.1 million, partially offset by our average revenue per square foot increasing by approximately ~~$2.75,~~$0.25, contributing approximately ~~$25.1 million, partially offset by an approximately $9.4 million decrease due to our average occupancy decreasing from 91.6% to 90.3%.~~$3.5 million.

Termination Income

Termination income ~~decreased~~increased by approximately ~~$2.0~~$1.6 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022.~~2023.

Termination income for the three months ended ~~June 30, 2023~~March 31, 2024 related to 10ten clients across the Same Property Portfolio and totaled approximately ~~$(164,000).~~$1.8 million, which was primarily related to clients that terminated leases early in San Francisco, California.

Termination income for the three months ended ~~June 30, 2022~~March 31, 2023 related to ~~six~~seven clients across the Same Property Portfolio and totaled approximately ~~$1.8~~$0.2 million, which was primarily related to clients that terminated leases early in New York City.

Parking and Other Revenue

Parking and other revenue increased by approximately ~~$1.0~~$5.1 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022.~~2023. Parking and other revenue increased by approximately ~~$1.2~~$0.5 million and ~~was partially offset by a decrease~~$4.6 million, respectively. The increase in other revenue ~~of approximately $0.2 million. The increase in parking revenue~~ was primarily ~~due to an increase in transient~~associated with the View Boston observatory, which was completed and ~~monthly parking.~~placed in-service on June 1, 2023.

Real Estate Operating Expenses

Real estate operating expenses from the Same Property Portfolio increased by approximately ~~$17.1~~$12.5 million, or ~~6.8%~~4.5%, for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022,~~2023, due primarily to increases in ~~real estate taxes~~repairs and maintenance of approximately ~~$5.0~~$3.7 million, or ~~4.0%~~8.4%, and other real estate operating expenses of approximately ~~$9.8~~$4.9 million, or ~~7.7%~~2.1%. The increase in ~~real estate taxes~~repairs and maintenance was primarily in ~~New York City.~~Boston. In addition, there was approximately ~~$2.3~~$3.9 million related to the marketing and ~~initial opening~~operating expenses associated with the View Boston ~~Observatory~~observatory, which was completed and placed in-service on June 1, 2023.

Properties Acquired Portfolio

The table below lists the properties acquired between ~~April~~January 1, ~~2022~~2023 and ~~June 30, 2023.~~March 31, 2024. Rental revenue and real estate operating expenses increased by approximately ~~$21.1~~$28.2 million and ~~$2.4~~$9.6 million, respectively, for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022,~~2023, as detailed below.

Square Feet Rental Revenue Real Estate Operating Expenses
Name Date acquired 2023 2022 Change 2023 2022 Change
(dollars in thousands)
Madison Centre (1) May 17, 2022 754,988 $ 17,056 $ 6,472 $ 10,584 $ 3,083 $ 1,680 $ 1,403
125 Broadway September 16, 2022 271,000 10,541 — 10,541 1,020 — 1,020
1,025,988 $ 27,597 $ 6,472 $ 21,125 $ 4,103 $ 1,680 $ 2,423


		Square Feet	Rental Revenue						Real Estate Operating Expenses
Name	Date acquired		2024		2023		Change		2024		2023		Change
			(dollars in thousands)
Santa Monica Business Park (1)	December 14, 2023	1,182,696	$	20,401	$	—	$	20,401	$	6,569	$	—	$	6,569
901 New York Avenue	January 8, 2024	523,939	7,800		—		7,800		3,008		—		3,008
		1,706,635	$	28,201	$	—	$	28,201	$	9,577	$	—	$	9,577

______________

(1)Rental revenue for the three months ended ~~June 30, 2022~~March 31, 2024 includes approximately ~~$0.1~~$0.2 million of termination income.

Properties Placed In-Service Portfolio

The table below lists the properties that were placed in-service or partially placed in-service between ~~April~~January 1, ~~2022~~2023 and ~~June 30, 2023.~~March 31, 2024. Rental revenue and real estate operating expenses from our Properties Placed In-Service Portfolio increased by approximately ~~$25.6~~$7.8 million and ~~$6.6~~$3.2 million, respectively, for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022,~~2023, as detailed below.

7054

Table of Contents

Quarter Initially Placed In-Service Quarter Fully Placed In-Service Rental Revenue Real Estate Operating Expenses
Name Square Feet 2023 2022 Change 2023 2022 Change
(dollars in thousands)
Reston Next Fourth Quarter, 2021 Fourth Quarter, 2022 1,063,236 $ 11,412 $ 8,088 $ 3,324 $ 3,876 $ 2,917 $ 959
325 Main Street Second Quarter, 2022 Second Quarter, 2022 414,565 11,353 213 11,140 1,937 10 1,927
2100 Pennsylvania Avenue Second Quarter, 2022 Second Quarter, 2023 475,849 5,440 9 5,431 2,433 17 2,416
880 Winter Street (1) Third Quarter, 2022 Fourth Quarter, 2022 243,618 5,675 — 5,675 1,333 — 1,333
2,197,268 $ 33,880 $ 8,310 $ 25,570 $ 9,579 $ 2,944 $ 6,635
~~______________~~

~~(1)Conversion of a 224,000 square foot office property located in Waltham, Massachusetts to laboratory space.~~


	Quarter Initially Placed In-Service	Quarter Fully Placed In-Service		Rental Revenue						Real Estate Operating Expenses
Name			Square Feet	2024		2023		Change		2024		2023		Change
				(dollars in thousands)
2100 Pennsylvania Avenue	Second Quarter, 2022	Second Quarter, 2023	475,849	$	7,924	$	5,141	$	2,783	$	2,721	$	1,727	$	994
140 Kendrick Street - Building A	Third Quarter, 2023	Third Quarter, 2023	104,166	1,925		—		1,925		592		—		592
180 CityPoint	Third Quarter, 2023	N/A	329,000	3,074		—		3,074		1,389		—		1,389
103 CityPoint	Fourth Quarter, 2023	N/A	113,000	—		—		—		261		—		261
			1,022,015	$	12,923	$	5,141	$	7,782	$	4,963	$	1,727	$	3,236

Properties in or Held for Development or Redevelopment Portfolio

The table below lists the properties that were in or held for development or redevelopment between ~~April~~January 1, ~~2022~~2023 and ~~June 30, 2023.~~March 31, 2024. Rental revenue and real estate operating expenses from our Properties in or Held for Development or Redevelopment Portfolio decreased by approximately ~~$7.6~~$0.2 million and ~~$1.0~~$2.7 million, respectively, for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022,~~2023, as detailed below.

Rental Revenue Real Estate Operating Expenses
Name Date Commenced or Held for Development / Redevelopment Square Feet 2023 2022 Change 2023 2022 Change
(dollars in thousands)
140 Kendrick Street - Building A (1) July 1, 2022 104,000 $ — $ 1,762 $ (1,762) $ — $ 346 $ (346)
760 Boylston Street September 12, 2022 118,000 — — — — 207 (207)
105 Carnegie Center November 30, 2022 73,000 — 329 (329) — 228 (228)
2096 Gaither Road December 1, 2022 50,000 — 58 (58) 24 75 (51)
RTC Next-Hotel (2) December 19, 2022 N/A 254 — 254 — — —
Kendall Center Blue Parking Garage (3) January 4, 2023 N/A — 2,486 (2,486) — 332 (332)
300 Binney Street January 30, 2023 236,000 — 2,938 (2,938) 738 472 266
Lexington Office Park (4) March 31, 2023 166,779 346 626 (280) 497 565 (68)
2098 Gaither Road (4) March 31, 2023 50,000 151 162 (11) 77 85 (8)
797,779 $ 751 $ 8,361 $ (7,610) $ 1,336 $ 2,310 $ (974)


			Rental Revenue						Real Estate Operating Expenses
Name	Date Commenced or Held for Development / Redevelopment	Square Feet	2024		2023		Change		2024		2023		Change
			(dollars in thousands)
105 Carnegie Center (1)	November 30, 2022	73,000	$	—	$	—	$	—	$	155	$	—	$	155
Kendall Center Blue Parking Garage (2)	January 4, 2023	N/A	—		25		(25)		—		2,277		(2,277)
300 Binney Street	January 30, 2023	236,000	—		(900)		900		—		117		(117)
Shady Grove Innovation District (3)	March 31, 2023	184,000	(45)		631		(676)		292		402		(110)
Lexington Office Park (3)	March 31, 2023	167,000	257		629		(372)		417		611		(194)
1050 Winter Street (3)	March 31, 2024	162,000	30		29		1		437		627		(190)
		822,000	$	242	$	414	$	(172)	$	1,301	$	4,034	$	(2,733)

______________

(1)On ~~July 20,~~November 30, 2023, we ~~completed and fully placed~~elected to suspend redevelopment. Although no longer in redevelopment, this property ~~in-service.~~is not considered “in-service” as we are not actively leasing this property in anticipation of restarting redevelopment in the future.

(2)~~On December 19, 2022, in accordance with GAAP, the ground lease that encumbers this property was reclassified as a sales-type lease and the associated assets were derecognized.~~

~~(3)~~The Kendall Center Blue Parking Garage was taken out of service on January 4, 2023 to support the development of 290 Binney Street. Real estate operating expenses for the three months ended ~~June 30,~~March 31, 2023 included approximately ~~$0.7~~$2.3 million of demolition ~~costs~~costs.

~~(4)~~(3)A portion of Shady Grove Innovation District, Lexington Office Park and ~~2098 Gaither Road~~1050 Winter Street are no longer considered “in-service” asbecause each property’s occupied percentage is ~~below~~less than 50% and we are no longer actively leasing the properties in anticipation of a future development/redevelopment.

~~Table~~ This portion of ~~Contents~~

~~Properties Sold Portfolio~~

~~The table below lists the properties we sold~~Shady Grove Innovation District is comprised of three buildings, 2092 and 2098 Gaither Road and 15825 Shady Grove Road that were taken out of service between ~~April 1, 2022~~March 31, 2023 and June 30, 2023. Rental revenue and real estate operating expenses from our Properties Sold Portfolio decreased by approximately $15.8 million and $5.2 million, respectively, for the three months ended June 30, 2023 compared to 2022, as detailed below.

Rental Revenue Real Estate Operating Expenses
Name Date Sold Property Type Square Feet 2023 2022 Change 2023 2022 Change
(dollars in thousands)
Office
Virginia 95 Office Park June 15, 2022 Office/Flex 733,421 $ — $ 2,354 $ (2,354) $ — $ 825 $ (825)
601 Massachusetts Avenue August 30, 2022 Office 478,667 — 10,735 (10,735) — 3,227 (3,227)
1,212,088 — 13,089 (13,089) — 4,052 (4,052)
Residential
The Avant at Reston Town Center (1) November 8, 2022 Residential 329,195 356 3,089 (2,733) 86 1,209 (1,123)
Total Residential 329,195 356 3,089 (2,733) 86 1,209 (1,123)
1,541,283 $ 356 $ 16,178 $ (15,822) $ 86 $ 5,261 $ (5,175)
~~______________~~

~~(1)~~We retained and continue to own approximately 26,000 square feet of ground-level retail space. Rental Revenue and Real Estate Operating Expenses for the three months ended June 30, 2023 represent the ground-level retail space. Rental Revenue and Real Estate Operating Expenses for the three months ended June 30, 2022 represent the entire property and not just the portion sold.March 31, 2024.

Residential Net Operating Income

Net operating income for our residential same properties increased by approximately ~~$1.3~~$0.7 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022.~~2023.

The following reflects our occupancy and rate information for our residential same properties for the three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~2023.

Average Monthly Rental Rate (1) Average Rental Rate Per Occupied Square Foot Average Physical Occupancy (2) Average Economic Occupancy (3)
Name 2023 2022 Change (%) 2023 2022 Change (%) 2023 2022 Change (%) 2023 2022 Change (%)
Proto Kendall Square $ 3,065 $ 2,774 10.5 % $ 5.62 $ 5.11 10.0 % 95.8 % 95.2 % 0.6 % 95.8 % 94.3 % 1.6 %
The Lofts at Atlantic Wharf $ 4,440 $ 4,097 8.4 % $ 4.91 $ 4.57 7.4 % 96.5 % 97.7 % (1.2) % 97.5 % 97.1 % 0.4 %
Signature at Reston $ 2,663 $ 2,683 (0.7) % $ 2.77 $ 2.77 — % 94.6 % 95.1 % (0.5) % 93.6 % 94.8 % (1.3) %
The Skylyne $ 3,447 $ 3,391 1.7 % $ 4.39 $ 4.15 5.8 % 92.4 % 83.8 % 10.3 % 89.9 % 81.7 % 10.0 %

Table of Contents


	Average Monthly Rental Rate (1)						Average Rental Rate Per Occupied Square Foot						Average Physical Occupancy (2)						Average Economic Occupancy (3)
Name	2024		2023		Change (%)		2024		2023		Change (%)		2024		2023		Change (%)		2024		2023		Change (%)
Proto Kendall Square	$	3,154	$	3,002	5.1	%	$	5.79	$	5.52	4.9	%	94.9	%	95.4	%	(0.5)	%	94.4	%	94.8	%	(0.4)	%
The Lofts at Atlantic Wharf	$	4,257	$	4,428	(3.9)	%	$	4.70	$	4.91	(4.3)	%	95.0	%	95.4	%	(0.4)	%	94.5	%	95.4	%	(0.9)	%
Signature at Reston	$	2,774	$	2,677	3.6	%	$	2.85	$	2.77	2.9	%	95.5	%	93.7	%	1.9	%	95.5	%	93.1	%	2.6	%
The Skylyne	$	3,478	$	3,445	1.0	%	$	4.37	$	4.38	(0.2)	%	87.9	%	91.5	%	(3.9)	%	86.7	%	89.3	%	(2.9)	%

_______________

(1)Average Monthly Rental Rate is calculated as the average of the quotients obtained by dividing (A) rental revenue as determined in accordance with GAAP, by (B) the number of occupied units for each month within the applicable fiscal period.

(2)Average Physical Occupancy is defined as (1) the average number of occupied units divided by (2) the total number of units, expressed as a percentage.

(3)Average Economic Occupancy is defined as (1) total possible revenue less vacancy loss divided by (2) total possible revenue, expressed as a percentage. Total possible revenue is determined by valuing average occupied units at contract rates and average vacant units at Market Rents. Vacancy loss is determined by valuing vacant units at current Market Rents. By measuring vacant units at their Market Rents, Average Economic Occupancy takes into account the fact that units of different sizes and locations within a residential property have different economic impacts on a residential property’s total possible gross revenue. ~~Market Rents~~“Market Rents” used by us in calculating Average Economic Occupancy are based on the current market rates set by the managers of our residential properties based on their experience in renting their residential property’s units and publicly available market data. Actual market rents and trends in such rents for a region as reported by others may vary materially from Market Rents used by us. Market Rents for a period are based on the average Market Rents during that period and do not reflect any impact for cash concessions.

~~Table of Contents~~

Hotel Net Operating Income

The Boston Marriott Cambridge hotel had net operating income of approximately ~~$5.8~~$2.2 million for the three months ended ~~June 30, 2023,~~March 31, 2024, representing an increase of approximately ~~$0.2~~$0.7 million compared to the three months ended ~~June 30, 2022.~~March 31, 2023.

The following reflects our occupancy and rate information for the Boston Marriott Cambridge hotel for the three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~2023.


			2023			2022			Change (%)
		2024														2024					2023					Change (%)
Occupancy	Occupancy		77.2		%	73.5		%	5.0	%	Occupancy	71.0		%			61.3		%			15.8		%
Average daily rate	Average daily rate		$	371.58		$	349.99		6.2	%	Average daily rate	$	254.86		$		$	261.52		(2.5)			(2.5)		%
REVPAR	REVPAR		$	286.79		$	257.32		11.5	%	REVPAR	$	181.05		$		$	160.41		12.9			12.9		%

Other Operating Revenue and Expense Items

Development and Management Services Revenue

Development and management services revenue ~~increased~~decreased by approximately ~~$3.5~~$2.8 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022.~~2023. Development services revenue and management services revenue ~~increased~~decreased by approximately ~~$1.3~~$1.2 million and ~~$2.2~~$1.6 million, respectively. The ~~increase~~decrease in development ~~management~~ services revenue was primarily related to ~~an increase~~a decrease in ~~development~~ fees ~~from unconsolidated joint ventures~~associated with a tenant improvement project in ~~the Washington, DC region.~~New York City. The ~~increase~~decrease in management services revenue was primarily related to ~~an increase~~a decrease in property ~~management fees earned from an unconsolidated joint venture in New York City and a third-party owned building in the Washington, DC region~~ and asset management fees earned from an unconsolidated joint venture in the Los Angeles ~~region.~~region which we acquired the joint venture partner’s interest in December 2023.

General and Administrative Expense

General and administrative expense ~~increased~~decreased by approximately ~~$9.5~~$5.8 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022~~2023 primarily due to ~~increases~~a decrease in compensation expense ~~and~~of approximately $6.1 million, partially offset by an approximately $0.3 million increase in other general and administrative ~~expenses of approximately $8.8 million and $0.7 million, respectively.~~expenses. The ~~increase~~decrease in compensation expense ~~was~~ related to ~~(1)~~ an approximately ~~$6.3~~$6.7 million decrease in other compensation expenses partially offset by an approximately $0.6 million increase in the value of our deferred compensation plan and (2) an approximately $2.5 million increase in other compensation expenses, primarily due to age-based vesting and annual increases in employee compensation. The increase in other general and administrative expenses primarily related to an increase in professional fees.plan.

Table of Contents

Wages directly related to the development of rental properties are capitalized and included in real estate assets on our Consolidated Balance Sheets and amortized over the useful lives of the applicable asset or lease term. Capitalized wages for the three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ were approximately ~~$4.6~~$4.1 million and ~~$4.1~~$4.5 million, respectively. These costs are not included in the general and administrative expenses discussed above.

Transaction Costs

Transaction costs decreased by approximately ~~$0.2~~$0.4 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022~~2023 due primarily to decreased costs incurred in connection with the pursuit and formation of new joint ~~ventures.~~ventures during the three months ended March 31, 2023, that did not recur in 2024. In general, transaction costs relating to the formation of new joint ventures and the pursuit of other transactions are expensed as incurred.

Depreciation and Amortization Expense

Depreciation expense may differ between BXP and BPLP as a result of previously applied acquisition accounting by BXP for the issuance of common stock in connection with non-sponsor OP Unit redemptions by BPLP. This accounting resulted in a step-up of the real estate assets at BXP that was allocated to certain properties. The difference between the real estate assets of BXP as compared to BPLP for certain properties having an allocation of the real estate step-up will result in a corresponding difference in depreciation expense. For additional information see the Explanatory Note that immediately follows the cover page of this Quarterly Report on Form 10-Q.

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BXP

Depreciation and amortization expense increased by approximately ~~$19.4~~$10.0 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022,~~2023, as detailed below.


Portfolio	Portfolio		Depreciation and Amortization for the three months ended June 30,						Portfolio	Depreciation and Amortization for the three months ended March 31,
			2023		2022		Change			2024	2023	Change
			(in thousands)
		(in thousands)											(in thousands)
Same Property Portfolio	Same Property Portfolio		$	170,684	$	170,690	$	(6)
Properties Acquired Portfolio	Properties Acquired Portfolio		19,224		4,174		15,050
Properties Placed In-Service Portfolio	Properties Placed In-Service Portfolio		12,213		3,698		8,515
Properties in or Held for Development or Redevelopment Portfolio			344		1,631		(1,287)
Properties Sold Portfolio			112		2,953		(2,841)
			$	202,577	$	183,146	$	19,431
Properties in or Held for Development or Redevelopment Portfolio (1)
		$

______________

(1)During the three months ended March 31, 2023, the Kendall Center Blue Parking Garage was taken out of service and demolished to support the development of 290 Binney Street, an approximately 566,000 net rentable square foot laboratory/life sciences project in Cambridge, Massachusetts. As a result, during the three months ended March 31, 2023, we recorded approximately $0.8 million of accelerated depreciation expense for the demolition of the garage, of which approximately $0.2 million related to the step-up of real estate assets.

BPLP

Depreciation and amortization expense increased by approximately ~~$19.5~~$10.1 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022,~~2023, as detailed below.

Portfolio Depreciation and Amortization for the three months ended June 30,
2023 2022 Change
(in thousands)
Same Property Portfolio $ 169,002 $ 168,960 $ 42
Properties Acquired Portfolio 19,224 4,174 15,050
Properties Placed In-Service Portfolio 12,213 3,698 8,515
Properties in or Held for Development or Redevelopment Portfolio 344 1,631 (1,287)
Properties Sold Portfolio 112 2,953 (2,841)
$ 200,895 $ 181,416 $ 19,479

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Portfolio	Depreciation and Amortization for the three months ended March 31,
	2024		2023		Change
	(in thousands)
Same Property Portfolio	$	197,242	$	192,093	$	5,149
Properties Acquired Portfolio	14,141		—		14,141
Properties Placed In-Service Portfolio	5,075		1,783		3,292
Properties in or Held for Development or Redevelopment Portfolio (1)	561		12,996		(12,435)
	$	217,019	$	206,872	$	10,147

______________

(1)During the three months ended March 31, 2023, the Kendall Center Blue Parking Garage was taken out of service and demolished to support the development of 290 Binney Street, an approximately 566,000 net rentable square foot laboratory/life sciences project in Cambridge, Massachusetts. As a result, during the three months ended March 31, 2023, we recorded approximately $0.6 million of accelerated depreciation expense for the demolition of the garage.

Direct Reimbursements of Payroll and Related Costs From Management Services Contracts and Payroll and Related Costs From Management Service Contracts

Other Income and Expense Items

~~Loss~~Income (Loss) from Unconsolidated Joint Ventures

For the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022, loss~~2023, income (loss) from unconsolidated joint ventures increased by approximately ~~$6.6~~$26.8 million primarily due ~~primarily~~ to an ~~increase in~~approximately $21.8 million gain on consolidation related to the acquisition of our joint venture partner’s economic interest ~~expense due to increasing interest rates on variable rate debt.~~

~~Gains on Sales of Real Estate~~

Gains on sales of real estate may differ between BXP and BPLP as a result of previously applied acquisition accounting by BXP for the issuance of common stock in connection with non-sponsor OP Unit redemptions by BPLP. This accounting resulted in a step-up of the real estate assets at BXP that was allocated to certain properties. The difference between the real estate assets of BXP as compared to BPLP for certain properties having an allocation of the real estate step-up will result in a corresponding difference in the ~~gains on sales of real estate when those properties are sold. For additional information, see the Explanatory Note~~joint venture that ~~immediately follows the cover page of this Quarterly Report on Form 10-Q.~~

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~~BXP~~

~~Gains on sales of real estate decreased by approximately $96.2 million for~~owns 901 New York Avenue during the three months ended ~~June 30, 2023 compared to 2022. During the three months ended June 30, 2022, we recognized a gain of approximately $96.2 million related~~March 31, 2024 (See Note 5 to the ~~sale of Virginia 95 Office Park in Springfield, Virginia.~~

~~BPLP~~

Gains on sales of real estate decreased by approximately $99.6 million for the three months ended June 30, 2023 compared to 2022. During the three months ended June 30, 2022, we recognized a gain of approximately $99.5 million related to the sale of Virginia 95 Office Park in Springfield, Virginia.Consolidated Financial Statements).

Interest and Other Income (Loss)

Interest and other income (loss) increased by approximately ~~$16.1~~$3.6 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022,~~2023, due primarily to an increase ~~of approximately $16.7 million~~ in interest income from increased interest earned on our ~~deposits partially offset by an increase in our allowance for current expected credit losses of approximately $0.4 million.~~

~~Other Income - Assignment Fee~~

Gains ~~(Losses)~~ from Investments in Securities

~~Gains (losses)~~Gain from investments in securities for the three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ related to investments that we have made to reduce our market risk relating to deferred compensation plans that we maintain for BXP’s officers and former non-employee directors. Under the deferred compensation plans, each officer or non-employee director who is eligible to participate is permitted to defer a portion of the officer’s current income or the non-employee director’s compensation on a pre-tax basis and receive a tax-deferred return on these deferrals based on the performance of specific investments selected by the officer or non-employee director. In order to reduce our market risk relating to these plans, we typically acquire, in a separate account that is not restricted as to its use, similar or identical investments as those selected by each officer or non-employee director. This enables us to generally match our liabilities to BXP’s officers or former non-employee directors under our deferred compensation plans with equivalent assets and thereby limit our market risk. The performance of these investments is recorded as gains ~~(losses)~~ from investments in securities. During the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ we recognized gains ~~(losses)~~ of approximately ~~$1.6~~$2.3 million and ~~$(4.7)~~$1.7 million, respectively, on these investments. By comparison, our general and administrative expense increased ~~(decreased)~~ by approximately ~~$1.6~~$2.3 million and ~~$(4.7)~~$1.7 million during the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively, as a result of increases ~~(decreases)~~ in our liability under our deferred compensation plans that was associated with the performance of the specific investments selected by officers and former non-employee directors of BXP participating in the plans.

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Unrealized Gain on Non-Real Estate Investment

~~During the year ended December 31, 2022, we began investing~~We invest in non-real estate investments, which are primarily environmentally-focused investment funds. As a result, for the three months ended ~~June 30,~~March 31, 2024 and 2023, we recognized an unrealized gain of approximately ~~$0.1~~$0.4 million and $0.3 million, respectively,due to the observable changes in the fair value of the investments.

Impairment Loss

At March 31, 2024, we evaluated the expected hold period for a portion of our Shady Grove property located in Rockville, Maryland. Based on a shorter-than-expected hold period, we reduced the carrying value of a portion of the property that we anticipate selling to a third party developer to its estimated fair value at March 31, 2024. As a result, each of BXP and BPLP recognized an impairment loss of approximately $13.6 million. Our estimated fair value was based on Level 3 inputs as defined in ASC 820 and on a pending offer from a third party.

Interest Expense

Interest expense increased by approximately ~~$38.3~~$27.7 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022,~~2023, as detailed below.

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Component	Change in interest expense for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~June 30, 2022~~March 31, 2023
	(in thousands)
Increases to interest expense due to:
~~Increase in interest associated with unsecured term loans and unsecured credit facility, net~~New mortgage loan financings (1)	$	~~14,217~~20,598
~~Issuance of $750 million in aggregate principal of 6.750% senior notes due 2027 on November 17, 2022~~	~~12,675~~
Issuance of $750 million in aggregate principal of 6.500% senior notes due 2034 on May 15, 2023	~~6,113~~12,227
Increase in interest due to finance ~~lease for one in-service property~~leases	~~2,604~~2,291
Decrease in capitalized interest related to development projects	~~963~~1,262
Amortization expense of financing fees ~~primarily related~~	481
Total increases to interest expense	36,859
Decreases to interest expense due to:
Repayment of $700 million in aggregate principal of 3.800% senior notes due 2024 on February 1, 2024	(4,471)
Repayment of $500 million in aggregate principal of 3.125% senior notes due 2023 on September 1, 2023	(3,991)
Decrease in interest associated with unsecured term ~~loan~~loans and the unsecured credit facility, net	~~927~~ (709)
Other interest expense (excluding senior notes)	~~832~~ (4)
Total ~~increases~~decreases to interest expense	(9,175)
Total change in interest expense	$	~~38,331~~27,684

______________

(1) Consists of the mortgage loan collateralized by the 325 Main Street, 355 Main Street, 90 Broadway and Cambridge East Garage (also known as Kendall Center Green Garage) properties located in Cambridge, Massachusetts, and the mortgage loan and fair value debt and swap adjustments for Santa Monica Business Park located in Santa Monica, California and 901 New York Avenue in Washington, DC (See Note 6 to the Consolidated Financial Statements).

Interest expense directly related to the development of rental properties is capitalized and included in real estate assets on our Consolidated Balance Sheets and amortized over the useful lives of the real estate or lease term. As portions of properties are placed in-service, we cease capitalizing interest on that portion and interest is then expensed. Interest capitalized for the three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ was approximately ~~$10.6~~$9.4 million and ~~$14.1~~$10.6 million, respectively. These costs are not included in the interest expense referenced above.

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At ~~June 30, 2023,~~March 31, 2024, our variable rate debt consisted of (1) BPLP’s ~~$1.5~~$1.815 billion ~~Revolving~~2021 Credit Facility, ~~and~~(2) BPLP’s $1.2 billion 2023 Unsecured Term ~~Loan.~~Loan and (3) $900 million of mortgage notes collateralized by Santa Monica Business Park and our 325 Main Street, 355 Main Street, 90 Broadway and Kendall Center Green Garage properties. As of ~~June 30, 2023,~~March 31, 2024, the ~~Revolving~~2021 Credit Facility did not have a balance ~~outstanding and~~outstanding. The other variable rate debt has all been hedged with interest rates swaps to fix SOFR for all, or a portion of the 2023 Unsecured Term Loan had $1.2 billion outstanding. On May 2, 2023, BPLP entered into four interest rate swap contracts with notional amounts aggregating $1.2 billion to effectively fix Term SOFR, the reference rate for the 2023 Unsecured Term Loan, at a weighted-average rate of 4.6420% for the period commencing on May 4, 2023 and ending on May 16, 2024.applicable debt term. For a summary of our consolidated debt as of ~~June 30, 2023~~March 31, 2024 refer to the heading “Liquidity and Capital Resources—Debt Financing” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Noncontrolling Interests in Property Partnerships

Noncontrolling interests in property partnerships ~~increased~~decreased by approximately ~~$1.2~~$1.4 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022,~~2023, as detailed below.


Property	Property		Noncontrolling Interests in Property Partnerships for the three months ended June 30,						Property	Noncontrolling Interests in Property Partnerships for the three months ended March 31,
			2023		2022		Change			2024	2023	Change
			(in thousands)
767 Fifth Avenue (the General Motors Building) (1)			$	3,778	$	3,012	$	766
		(in thousands)											(in thousands)
767 Fifth Avenue (the General Motors Building)
Times Square Tower	Times Square Tower		5,415		5,183		232
601 Lexington Avenue			3,242		3,372		(130)
601 Lexington Avenue (1)
100 Federal Street	100 Federal Street		3,245		3,258		(13)
Atlantic Wharf Office Building	Atlantic Wharf Office Building		4,088		3,721		367
			$	19,768	$	18,546	$	1,222
343 Madison Avenue (2)
300 Binney Street (3)
290 Binney Street (4)
		$

_______________

(1)The ~~increase~~decrease was primarily attributable to ~~an increase~~a decrease in lease revenue from our clients.

(2)Property is held for future development.

(3)Property is currently under redevelopment.

(4)Property is currently in development (See Note 9 to the Consolidated Financial Statements).

Noncontrolling Interest—Common Units of the Operating Partnership

For BXP, noncontrolling interest—common units of the Operating Partnership ~~decreased~~increased by approximately ~~$13.6~~$0.4 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~2022~~2023 due primarily to ~~a decrease~~an increase in allocable

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~~income, which included recognizing a greater gain on sales of real estate during 2022.~~ income. Due to our ownership structure, there is no corresponding line item on BPLP’s financial statements.

Liquidity and Capital Resources

General

Our principal liquidity needs for the next twelve months and beyond are to:

•fund normal recurring expenses;

•meet debt service and principal repayment obligations and balloon payments on maturing debt, including ~~$500~~the $700.0 million outstanding on the 2023 Unsecured Term Loan, the maturity date of which we intend to extend to May 16, 2025, $850.0 million of ~~3.125%~~3.200% unsecured senior notes due ~~September 1, 2023~~January 15, 2025 and ~~$700 million of 3.800% unsecured senior notes~~amounts that become due ~~February 1, 2024;~~under BPLP’s commercial paper program;

•fund development and redevelopment costs;

•fund capital expenditures, including major renovations, tenant improvements and leasing costs;

•fund ~~pending and~~ possible acquisitions of properties, either directly or indirectly through the acquisition of equity ~~interests therein;~~interests; and

•make the minimum distribution required to enable BXP to maintain its REIT qualification under the Internal Revenue Code of 1986, as amended.

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We expect to satisfy these needs using one or more of the following:

•cash flow from operations;

•distribution of cash flows from joint ventures;

•cash and cash equivalent balances;

•borrowings under BPLP’s ~~Revolving~~2021 Credit Facility, unsecured term loans, short-term bridge facilities and construction loans;

•long-term secured and unsecured indebtedness (including unsecured exchangeable indebtedness);

•sales of real estate and interests in joint ventures owning real estate;

•private equity sources, including ~~with large~~ institutional investors; and

•issuances of BXP equity securities and/or preferred or common units of partnership interests in BPLP.

We draw on multiple financing sources to fund our long-term capital needs. We expect to fund our current development/redevelopment properties primarily with our available cash balances, funding from institutional private equity partners, construction loans, unsecured term loans, and proceeds from possible asset sales, BPLP’s 2021 Credit Facility and ~~BPLP’s Revolving Facility.~~BPLP's commercial paper program. We use BPLP’s ~~Revolving~~2021 Credit Facility primarily as a bridge facility to fund acquisition opportunities, refinance outstanding indebtedness and meet short-term development and working capital needs. Although we may seek to fund our development projects with construction loans, which may require guarantees by BPLP, the financing for each particular project ultimately depends on several factors, including, among others, the project’s size and duration, whether the project is owned by a joint venture, the extent of pre-leasing, our available cash and access to cost effective capital at the given time.

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The following table presents information on properties under construction/redevelopment as of ~~June 30, 2023~~March 31, 2024 (dollars in thousands):


											Financings
										Financings
Construction/Redevelopment Properties
Construction/Redevelopment Properties
Construction/Redevelopment Properties	Construction/Redevelopment Properties	Estimated Stabilization Date	Location	# of Buildings	Estimated Square Feet	Investment to Date (1)(2)(3)		Estimated Total Investment (1)(2)			Total Available (1)		Outstanding at June 30, 2023 (1)		Estimated Future Equity Requirement (1)(2)(4)		Percentage Leased (5)
Office	Office
140 Kendrick - Building A (Redevelopment)		Third Quarter, 2023	Needham, MA	1	104,000	$	21,392	$	26,600		$	—	$	—	$	5,208	100	%	(6)
360 Park Avenue South (42% ownership)		Fourth Quarter, 2025	New York, NY	1	450,000	204,056		248,000			92,774		91,371		42,541		2	%	(7)
Office
Office
360 Park Avenue South (71% ownership) (Redevelopment)
360 Park Avenue South (71% ownership) (Redevelopment)
360 Park Avenue South (71% ownership) (Redevelopment)
Reston Next Office Phase II	Reston Next Office Phase II	Second Quarter, 2025	Reston, VA	1	90,000	35,535		61,000			—		—		25,465		—	%
Reston Next Office Phase II
Reston Next Office Phase II
Total Office Properties under Construction/Redevelopment
Total Office Properties under Construction/Redevelopment
Total Office Properties under Construction/Redevelopment	Total Office Properties under Construction/Redevelopment			3	644,000	260,983		335,600			92,774		91,371		73,214		18	%

Laboratory/Life Sciences	Laboratory/Life Sciences
751 Gateway (49% ownership)		Fourth Quarter, 2023	South San Francisco, CA	1	231,000	103,738		127,600			—		—		23,862		100	%

Laboratory/Life Sciences

Laboratory/Life Sciences
103 CityPoint
103 CityPoint
103 CityPoint	103 CityPoint	Third Quarter, 2024	Waltham, MA	1	113,000	75,251		115,100			—		—		39,849		—	%				Q4 2025			Waltham, MA				1				113,000			89,274			89,274			115,100			115,100			—			—			—			—			25,826			25,826			—					—	%	(6)
180 CityPoint	180 CityPoint	Fourth Quarter, 2024	Waltham, MA	1	329,000	191,337		274,700			—		—		83,363		43	%			180 CityPoint			Q3 2025			Waltham, MA				1				329,000			224,356		224,356			290,500			290,500			—				—		—				—		66,144				66,144			43				43		%	(7)
300 Binney Street (Redevelopment)		First Quarter, 2025	Cambridge, MA	1	236,000	22,359		210,200			—		—		187,841		100	%
105 Carnegie Center (Redevelopment)		Second Quarter, 2025	Princeton, NJ	1	73,000	1,868		40,600			—		—		38,732		—	%
300 Binney Street (55% ownership) (Redevelopment)																				300 Binney Street (55% ownership) (Redevelopment)			Q1 2025			Cambridge, MA				1				236,000					5,211					112,900						—						—					107,689						100		%	(8)
651 Gateway (50% ownership) (Redevelopment)	651 Gateway (50% ownership) (Redevelopment)	Fourth Quarter, 2025	South San Francisco, CA	1	327,000	76,106		146,500			—		—		70,394		14	%			651 Gateway (50% ownership) (Redevelopment)			Q4 2025			South San Francisco, CA				1				327,000			116,103		116,103			167,100			167,100			—				—		—				—		50,997				50,997			21				21		%	(9)
290 Binney Street		Second Quarter, 2026	Cambridge, MA	1	566,000	152,817		1,185,200			—		—		1,032,383		100	%
290 Binney Street (55% ownership)																				290 Binney Street (55% ownership)			Q2 2026			Cambridge, MA				1				566,000					205,977					508,000						—						—					302,023						100		%	(10)
Total Laboratory/Life Sciences Properties under Construction/Redevelopment	Total Laboratory/Life Sciences Properties under Construction/Redevelopment			7	1,875,000	623,476		2,099,900			—		—		1,476,424		65	%

Residential	Residential
Reston Next Residential (508 units) (20% ownership)		Second Quarter, 2026	Reston, VA	1	417,000	23,324		47,700			28,000		7,913		4,289		—	%

Residential

Residential
Skymark - Reston Next Residential (508 units) (20% ownership)
Skymark - Reston Next Residential (508 units) (20% ownership)
Skymark - Reston Next Residential (508 units) (20% ownership)
121 Broadway Street (439 units)
121 Broadway Street (439 units)
121 Broadway Street (439 units)
Total Residential Property under Construction
Total Residential Property under Construction
Total Residential Property under Construction	Total Residential Property under Construction			1	417,000	23,324		47,700			28,000		7,913		4,289		—

Retail	Retail

Retail

Retail
760 Boylston Street (Redevelopment)
760 Boylston Street (Redevelopment)
760 Boylston Street (Redevelopment)	760 Boylston Street (Redevelopment)	Second Quarter, 2024	Boston, MA	1	118,000	9,643		43,800			—		—		34,157		100	%
Reston Next Retail	Reston Next Retail	Fourth Quarter, 2025	Reston, VA	1	33,000	20,610		26,600			—		—		5,990		—	%
Reston Next Retail
Reston Next Retail
Total Retail Properties under Construction/Redevelopment
Total Retail Properties under Construction/Redevelopment
Total Retail Properties under Construction/Redevelopment	Total Retail Properties under Construction/Redevelopment			2	151,000	30,253		70,400			—		—		40,147		78	%

Total Properties under Construction/Redevelopment	Total Properties under Construction/Redevelopment			13	3,087,000	$	938,036	$	2,553,600		$	120,774	$	99,284	$	1,594,074	54	%	(8)

Total Properties under Construction/Redevelopment

Total Properties under Construction/Redevelopment																												11				3,171,000				$	1,152,449				$	2,388,800				$	184,470					$	174,623				$	1,226,504				54		%	(11)

___________

(1)Represents our share.

(2)Each of Investment to Date, Estimated Total Investment and Estimated Future Equity Requirement represent our share of acquisition expenses, as applicable, and reflect our share of the estimated net revenue/expenses that we expect to incur prior to stabilization of the project, including any amounts actually received or paid through ~~June 30, 2023.~~March 31, 2024.

(3)Includes approximately ~~$167.1~~$73.6 million of unpaid but accrued construction costs and leasing commissions.

(4)Excludes approximately ~~$167.1~~$73.6 million of unpaid but accrued construction costs and leasing commissions.

(5)Represents percentage leased as of ~~July 28, 2023,~~May 2, 2024, including leases with future commencement dates.

(6)As of March 31, 2024, this property was 4% placed in-service.

(7)As of March 31, 2024, this property was 46% placed in-service.

(8)The ~~redevelopment project was completed~~institutional investor funded approximately $212.9 million at closing for its investment in 300 Binney Street. We withdrew approximately $212.9 million at closing and ~~fully placed in-service on July 20, 2023~~.will fund all future costs of the project.

7862

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~~(7)~~(9)~~Investment to Date includes all related costs incurred prior~~As of March 31, 2024, this property was 14% placed in-service.

(10)On March 21, 2024, we completed the sale of a 45% interest in 290 Binney Street (See Note 9 to the ~~contribution~~Consolidated Financial Statements). The project budget reflects our 55% share of ~~the property by us to the~~ joint venture ~~on December 15, 2021 totaling approximately $107~~costs related to 290 Binney Street. We have the sole obligation to construct an underground electrical vault for an estimated gross cost of $183.9 million. We have entered into a contract to sell the electrical vault to a third party for a fixed price of $84.1 million ~~and~~upon completion. The net investment of $99.8 million will be included in our ~~proportionate share~~outside basis in 290 Binney Street. We have invested $40.5 million for the vault as of the loan. Our joint venture partners will fund required capital until their aggregate investment is approximately 58% of all capital contributions; thereafter, the joint venture partners will fund required capital according to their percentage interests.March 31, 2024.

~~(8)~~(11)Percentage leased excludes the residential ~~property.~~properties.

7963

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Lease revenue (which includes reimbursement of operating expenses from clients, if any), other income from operations, available cash balances, proceeds from mortgage financings, ~~and~~ offerings of unsecured indebtedness and BPLP's commercial paper program, draws on BPLP’s ~~Revolving~~2021 Credit Facility, and funding from institutional private equity partners are the principal sources of capital that we use to fund operating expenses, debt service, development and redevelopment activities, maintenance and repositioning capital expenditures, tenant improvements and the minimum distribution required to enable BXP to maintain its REIT qualification. We seek to maximize income from our existing properties by maintaining quality standards for our properties that promote high occupancy rates and permit increases in rental rates while reducing client turnover and controlling operating expenses. Our sources of revenue also include third-party fees generated by our property management, leasing, development and construction businesses, ~~as well as~~interest earned on cash deposits and, from time to time, the sale of ~~assets from time to time.~~assets. We believe these sources of capital will continue to provide the funds necessary for our short-term liquidity needs. Material adverse changes in one or more sources of capital may adversely affect our net cash flows.

We expect our primary uses of capital over the next twelve months will be to fund our current and committed development and redevelopment projects, repay debt maturities (as discussed below), ~~service the~~make interest payments on our outstanding indebtedness, and satisfy our REIT distribution requirements.

As of ~~June 30, 2023,~~March 31, 2024, we had 1311 properties under development or redevelopment. Our share of the estimated total investment for these projects is approximately $2.6 billion, of which approximately ~~$1.6~~$1.4 billion remains to be funded primarily with equity through ~~2026. In~~2027. On April 5, 2024, we completed and fully placed into service 760 Boylston Street, an approximately 118,000 net rentable square foot retail redevelopment located in Boston, Massachusetts.

During the ~~second~~first quarter of ~~2023,~~2024, we ~~completed the development/redevelopment of:~~further strengthened our balance sheet through sourcing additional liquidity and reducing our debt obligations. Notable transactions include:

•~~2100 Pennsylvania Avenue, an~~On February 1, 2024, BPLP repaid at maturity its 3.800% unsecured senior notes at par utilizing the proceeds from a $600.0 million mortgage loan entered into on October 26, 2023 and available cash. The repayment price was approximately ~~476,000 square foot premier workplace located in Washington, DC, for an estimated total investment~~$713.3 million, which included the stated principal of ~~$375.9 million. The property was 91% leased, including leases with future commencement dates, as~~$700 million plus approximately $13.3 million of ~~July 28, 2023.~~accrued and unpaid interest.

•~~View Boston Observatory,~~On April 16, 2024, BPLP provided notice to exercise its one-year extension option on its 2023 Unsecured Term Loan. BPLP anticipates effectuating the extension on or prior to the current May 16, 2024 maturity date. Upon effectiveness, the 2023 Unsecured Term Loan will mature on May 16, 2025. After making an ~~observatory encompassing~~approximately $500.0 million optional repayment on April 29, 2024 with the ~~top three floors~~proceeds from BPLP's commercial paper program, the 2023 Unsecured Term Loan has an outstanding principal balance of ~~800 Boylston Street - The Prudential Center in Boston, Massachusetts, for an estimated total investment of $182.3~~$700.0 million.

•On ~~July 20, 2023, we completed~~April 17, 2024, BPLP established an unsecured commercial paper program. Under the redevelopment of and fully placed in-service 140 Kendrick Street - Building A, a premier workplace redevelopment project with approximately 104,000 net rentable square feet located in Needham, Massachusetts. The property is 100% leased and is the first Net Zero, Carbon Neutral office repositioning of this scale in Massachusetts.

~~During the second quarter of 2023, a joint venture in which we have a 55% interest elected to pause vertical construction on Platform 16 in San Jose, California. Our share~~terms of the ~~estimated total investment~~program, BPLP may issue, from time to ~~complete Phase 1~~time, unsecured commercial paper notes up to a maximum aggregate amount outstanding at any one time of $500.0 million with varying maturities of up to one year. The notes will be sold in private placements and will rank pari passu with all of BPLP’s other unsecured senior indebtedness, including its outstanding senior notes. The commercial paper program is backstopped by available capacity under the 2021 Credit Facility. As of May 2, 2024, BPLP had $500.0 million outstanding under the commercial paper program that bears interest at a weighted-average rate of 5.58% per annum.

•On April 29, 2024, BPLP increased the current maximum borrowing amount under the 2021 Credit Facility from $1.815 billion to $2.0 billion. All other terms of the ~~project was approximately $231.9 million. As~~2021 Credit Facility, including its maturity date of June ~~30, 2023, we~~15, 2026, remain unchanged. BPLP had ~~invested approximately $100.5 million in this phase~~no borrowings under the 2021 Credit Facility as of the development project, and we expect to invest an estimated additional $45.8 million to complete the underground parking garage and building foundation elements to facilitate a restart of construction in the future as demand improves.May 2, 2024.

On July 28, 2023, we entered into a joint venture agreement with an institutional investor for the future development of 343 Madison Avenue located on Madison Avenue between 44th and 45th Streets in New York City, New York adjacent to Grand Central Station. We own a 55% interest in the venture and our partner owns a 45% interest, and we will provide customary development, property management, and leasing services. The 343 Madison Avenue project contemplates the construction ofOur consolidated debt maturities through May 2025 include (1) a direct entrance to the Long Island Railroad’s new east side access project (Grand Central Madison) (“Phase 1”) and (2) an approximately 900,000 square foot premier workplace building with ground floor retail (“Phase 2”). Subsequently, on August 1, 2023, the joint venture executed a 99-year ground lease with the Metropolitan Transportation Authority for the approximately 25,000 square foot site. The ground lease requires the joint venture to construct the direct access to Grand Central Madison as Phase 1 of the development project. The joint venture has the option until July 31, 2025 to terminate the ground lease prior to construction of the new building and receive reimbursement for the cost of the construction of access to Grand Central Station. There can be no assurance that Phase 1 will be completed on the terms currently contemplated or that Phase 2 of the development project will commence on the terms currently contemplated or at all.

During the second quarter of 2023, BPLP completed a public offering of $750.0 million aggregate principal amount of 6.500% unsecured senior notes due 2034. The net proceeds from the offering were approximately $741.3 million, which will be used to repay at maturity $500.0$850.0 million aggregate principal amount of BPLP’s ~~3.125%~~3.200% unsecured senior ~~unsecured~~ notes ~~which mature on September 1, 2023, and for general corporate purposes.~~

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On May 2, 2023, we entered into four interest rate swap contracts with notional amounts aggregating $1.2 billion. We entered into these interest rate swap contracts to reduce our exposure to the variability in future cash flows attributable to changes in the interest rates on our 2023 Unsecured Term Loan. These interest rate swaps fixed Term SOFR, the reference rate for thedue January 15, 2025, (2) $700.0 million 2023 Unsecured Term Loan ~~at a weighted average rate of 4.6420% for the period commencing on May 4, 2023 and ending~~that matures on May 16, ~~2024.~~

~~On July 28, 2023,~~2025 upon effectiveness of our extension option, (3) approximately $202.2 million of mortgage debt secured by our 901 New York Avenue property located in Washington, DC maturing on January 5, 2025 (unless we exercise a joint venture in which we have 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. The modified and extended loan has 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-yearfour-year extension option, subject to certain ~~conditions. 100 Causeway Street is an approximately 634,000 square foot premier workplace located in Boston, Massachusetts~~conditions) and ~~is approximately 95% leased.~~(4) amounts that become due under BPLP’s commercial paper program.

~~Our~~As of March 31, 2024, debt maturities include $700.0 million aggregate principal amount of BPLP’s 3.800% senior unsecured notes, which mature on February 1, 2024 and the $1.2 billion 2023 Unsecured Term Loan (unless we exercise the one-year extension option within the loan agreement, subject to certain conditions). In our unconsolidated joint venture portfolio ~~after refinancing the mortgage debt at 500 North Capitol Street, NW, in Washington, DC, we~~ have approximately ~~$577.2~~$469.0 million (our share) of debt maturing through ~~the end of 2024.~~May 2, 2025. We expect to fund the foregoing debt maturities using available cash

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balances, proceeds from asset sales, draws on BPLP’s ~~Revolving~~2021 Credit Facility, ~~and/or through refinancings using~~proceeds from BPLP’s commercial paper program, secured debt or unsecured debt, or both. We expect our ~~quarterly~~ net interest expense will increase ~~moderately for the remainder of 2023 and into~~in 2024 compared to ~~the first half of~~ 2023 primarily due to ~~the cessation of capitalized interest on our 2023 development deliveries,~~ higher interest rates on ~~maturing~~outstanding debt and debt that we refinance, the impact of non-cash interest charges related to recent acquisitions, which included the assumption of below market debt, and lower interest income as we use cash balances to repay debt and fund our development pipeline.

As of ~~July 28, 2023,~~May 2, 2024, we had available cash of approximately ~~$1.4 billion~~$502.5 million (of which approximately ~~$81.7~~$125.9 million is attributable to our consolidated joint venture partners). Our liquidity and capital resources depend on a wide range of factors, and we believe that our access to capital and our strong liquidity, including the approximately ~~$1.5~~$2.0 billion available under BPLP’s ~~Revolving~~2021 Credit Facility, of which $500.0 million is being used as a backstop for the commercial paper program, and our available cash, as of ~~July 28, 2023,~~May 2, 2024, are sufficient to fund our remaining capital ~~requirements~~needs on existing development and redevelopment projects, fund acquisitions, repay our maturing indebtedness when due (if not ~~refinanced)~~refinanced or extended), satisfy our REIT distribution requirements and still allow us to act opportunistically on attractive investment opportunities.

We may seek to enhance our liquidity to fund our current and future development activity, pursue additional attractive investment opportunities and refinance or repay indebtedness. Depending on interest rates, the overall conditions in the ~~debt and~~ public and private debt and equity markets, and our leverage at the time, we may decide to access one or more of these capital sources. Doing so may result in us carrying additional cash and cash equivalents pending our use of the proceeds, which would increase our net interest expense.

On May 17, 2023, BXP renewed its ATM stock offering program through which it may sell from time to time up to an aggregate of $600.0 million of its Common Stock through sales agents over a three-year period. Under the ATM stock offering program, BXP may also engage in forward sale transactions with affiliates of certain sales agents for the sale of its Common Stock on a forward basis. This program replaced BXP’s prior $600.0 million ATM stock offering program that was scheduled to expire on May 22, 2023. BXP intends to use the net proceeds from any offering for general business purposes, which may include investment opportunities and debt reduction. We have not sold any shares under ~~this ATM stock~~BXP’s $600.0 million “at the market” equity offering program.

REIT Tax Distribution Considerations

Dividend

BXP as a REIT is subject to a number of organizational and operational requirements, including a requirement that BXP currently distribute at least 90% of its annual taxable income (excluding capital gains and with certain other adjustments). Our policy is for BXP to distribute at least 100% of its taxable income, including capital gains, to avoid paying federal tax. Common and LTIP unitholders (other than unearned MYLTIP units) of limited partnership interest in BPLP receive the same distribution per unit that is paid per share of BXP common stock.

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BXP’s Board of Directors will continue to evaluate BXP’s dividend rate in light of our actual and projected taxable income (including gains on sales), liquidity requirements and other circumstances, and there can be no assurance that the future dividends declared by BXP’s Board of Directors will not differ materially from the current quarterly dividend amount.

Sales

To the extent that we sell assets at a gain and cannot efficiently use the proceeds in a tax deferred manner for either our development activities or attractive acquisitions, BXP would, at the appropriate time, decide whether it is better to declare a special dividend, adopt a stock repurchase program, reduce indebtedness or retain the cash for future investment opportunities. Such a decision will depend on many factors including, among others, the timing, availability and terms of development and acquisition opportunities, our then-current and anticipated leverage, the cost and availability of capital from other sources, the price of BXP’s common stock and REIT distribution requirements. At a minimum, we expect that BXP would distribute at least that amount of proceeds necessary for BXP to avoid paying corporate level tax on the applicable gains realized from any asset sales.

From time to time in select cases, whether due to a change in use, structuring issues to comply with applicable REIT regulations or other reasons, we may sell an asset that is held by a taxable REIT subsidiary (“TRS”). Such a sale by a TRS would be subject to federal and local taxes.

Cash Flow Summary

The following summary discussion of our cash flows is based on the Consolidated Statements of Cash Flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.

Cash and cash equivalents and cash held in escrows aggregated approximately ~~$1.6 billion~~$766.6 million and ~~$502.9~~$964.3 million at ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively, representing ~~an increase~~a decrease of approximately ~~$1.1 billion.~~$197.6 million. The following table sets forth changes in cash flows:

Six months ended June 30,
2023 2022 Change
(in thousands)
Net cash provided by operating activities $ 613,183 $ 616,639 $ (3,456)
Net cash used in investing activities (554,864) (980,170) 425,306
Net cash provided by financing activities 833,359 365,223 468,136

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	Three months ended March 31,
	2024		2023		Change
	(in thousands)
Net cash provided by operating activities	$	197,595	$	234,010	$	(36,415)
Net cash used in investing activities	(286,619)		(285,592)		(1,027)
Net cash (used in) provided by financing activities	(756,909)		279,052		(1,035,961)

Our principal source of cash flow is related to the operation of our properties. The weighted-average term of our in-place leases, including leases signed by our unconsolidated joint ventures, excluding residential units, was approximately 7.6 years as of ~~June 30, 2023,~~March 31, 2024, with occupancy rates historically in the range of 88% to ~~94%~~92%. Generally, our properties generate a relatively consistent stream of cash flow that provides us with resources to pay operating expenses, debt service and fund regular quarterly dividend and distribution payment requirements. In addition, over the past several years, we have raised capital through the sale of some of our properties and through secured and unsecured borrowings.

Cash is used in investing activities to fund acquisitions, development, net investments in unconsolidated joint ventures and maintenance and repositioning capital expenditures. We selectively invest in new projects that enable us to take advantage of our development, leasing, financing and property management skills and invest in existing buildings to enhance or maintain our market position. Cash used in investing activities for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and March 31, 2023 ~~and June 30, 2022~~ is detailed below:

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Six months ended June 30,
2023 2022
(in thousands)
Acquisitions of real estate (1) $ — $ (727,835)
Construction in progress (2) (235,331) (237,182)
Building and other capital improvements (78,344) (63,278)
Tenant improvements (135,743) (97,844)
Proceeds from sales of real estate (3) — 157,345
Proceeds from assignment fee (4) — 6,624
Capital contributions to unconsolidated joint ventures (5) (103,595) (69,819)
Capital distributions from unconsolidated joint ventures (6) 7,350 36,622
Investment in non-real estate investments (733) —
Issuance of related party note receivable (7) (10,500) —
Proceeds from note receivable (8) — 10,000
Investments in securities, net 2,032 5,197
Net cash used in investing activities $ (554,864) $ (980,170)


	Three months ended March 31,
	2024		2023
	(in thousands)

Construction in progress (1)	$	(181,636)	$	(119,682)
Building and other capital improvements	(32,087)		(39,100)
Tenant improvements	(53,377)		(67,175)

Acquisition of real estate (net of cash received upon consolidation) (2)	6,086		—
Capital contributions to unconsolidated joint ventures (3)	(26,457)		(60,745)


Investment in non-real estate investments	—		(733)
Issuance of note receivables (including related party)	(573)		—

Investments in securities, net	1,425		1,843
Net cash used in investing activities	$	(286,619)	$	(285,592)

Cash used in investing activities changed primarily due to the following:

(1)~~On May 17, 2022,~~Construction in progress for the three months ended March 31, 2024 included ongoing expenditures associated with 180 CityPoint and 103 CityPoint that were partially placed in-service during 2023. In addition, we ~~completed the acquisition~~incurred costs associated with our continued development/redevelopment of Madison Centre in Seattle, Washington, for an aggregate purchase price, including transaction costs, of approximately $724.3 million. Madison Centre is an approximately 755,000 net rentable square foot, 37-story, LEED-Platinum certified, premier workplace.Reston Next Office Phase II, 760 Boylston Street, 290 Binney Street, 300 Binney Street and 121 Broadway.

~~(2)~~Construction in progress for the ~~six~~three months ended ~~June 30,~~March 31, 2023 included ongoing expenditures associated with 2100 Pennsylvania Avenue, ~~and the View Boston Observatory at The Prudential Center,~~ which ~~were both fully~~was partially placed in-service during the ~~six~~three months ended ~~June 30,~~March 31, 2023. In addition, we incurred costs associated with our continued development/redevelopment of 180 CityPoint, View Boston observatory at The Prudential Center, 103 CityPoint, Reston Next Office Phase II, 140 Kendrick Street Building A, 760 Boylston Street, 105 Carnegie Center, 290 Binney Street and 300 Binney Street.

~~Construction~~(2)On January 8, 2024, we completed the acquisition of our joint venture partner’s 50% economic ownership interest in ~~progress~~the joint venture that owns 901 New York Avenue, located in Washington, DC, for ~~the~~ ~~six months~~ ~~ended June 30, 2022 included ongoing expenditures associated with~~ ~~Reston Next~~a gross purchase price of $10.0 million and ~~2100 Pennsylvania Avenue, which are partially placed in-service,~~we acquired net working capital, including cash and ~~325 Main Street, which was completed and fully placed in-service during the six months ended June 30, 2022. In addition, we incurred costs associated with our continued development/redevelopment~~ cash equivalents of ~~180 CityPoint, View Boston Observatory at The Prudential Center, 880 Winter Street, 103 CityPoint and Reston Next Office Phase II.~~approximately $16.1 million.

(3)~~On June 15, 2022, we completed~~Capital contributions to unconsolidated joint ventures for the sale of our Virginia 95 Office Park properties located in Springfield, Virginia for an aggregate gross sale price of $127.5 million. Net cash proceeds totaled approximately $121.9 million, resulting in a gain on sale of real estate totaling approximately $96.2 million for BXP and approximately $99.5 million for BPLP. Virginia 95 Office Park consists of eleven Class A office/flex properties aggregating approximately 733,000 net rentable square feet.

Onthree months ended March 31, ~~2022, we completed the sale~~2024 consisted primarily of ~~195 West Street located in Waltham, Massachusetts for a gross sale price of $37.7 million. Net~~ cash proceeds totaled approximately $35.4 million, resulting in a gain on sale of real estate totaling approximately $22.7 million for BXP and approximately $23.4 million for BPLP. 195 West Street is an approximately 63,500 net rentable square foot premier workplace.

~~(4)On April 19, 2021, we entered into an agreement to acquire 11251 Roger Bacon Drive in Reston, Virginia for an aggregate purchase price~~contributions of approximately ~~$5.6 million. On April 7, 2022, we executed an agreement~~$9.9 million, $6.7 million and $5.7 million to assign the right to acquire 11251 Roger Bacon Drive to a third party for an assignment fee of approximately $6.9 million. Net cash proceeds totaled approximately $6.6 million. 11251 Roger Bacon Drive is an approximately 65,000 square foot office building situated on approximately 2.6 acres. The property was 100% leased.our Gateway Commons, 360 Park Avenue South and Platform 16 joint ventures, respectively.

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~~(5)~~Capital contributions to unconsolidated joint ventures for the ~~six~~three months ended ~~June 30,~~March 31, 2023 consisted primarily of cash contributions of approximately ~~$30.2~~$17.3 million, ~~$26.5~~$15.6 million, ~~$17.5~~$11.6 million, ~~$10.9~~$6.5 million and ~~$8.3~~$4.0 million to our Worldgate Drive, Gateway Commons, Platform 16, ~~Worldgate Drive,~~ Dock 72 and 751 Gateway joint ventures, respectively. On January 31, 2023, we entered into a new joint venture for 13100 and 13150 Worldgate Drive located in Herndon, Virginia.

Capital contributions to unconsolidated joint ventures for the six months ended June 30, 2022 consisted primarily of cash contributions of approximately $32.6 million and $22.0 million to our Gateway Commons and Platform 16 joint ventures, respectively.

~~(6)Capital distributions from unconsolidated joint ventures for the six months ended June 30, 2023 consisted primarily of a cash distribution totaling approximately~~ ~~$7.4 million from our 360 Park Avenue South joint venture.~~

~~Capital distributions from unconsolidated joint ventures for the six months ended June 30, 2022 consisted primarily of a cash distribution totaling approximately~~ ~~$21.6 million and $11.6 million from our Metropolitan Square and 7750 Wisconsin Avenue joint ventures, respectively.~~

~~(7)~~On June 5, 2023, a joint venture in which we own 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 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. Our portion of the mortgage loans, $10.5 million, has been reflected as a Related Party Note Receivable on our Consolidated Balance Sheets. 500 North Capitol Street, NW is a 231,000 square foot premier workplace in Washington, DC.

~~(8)~~An affiliate of The Bernstein Companies exercised its option to borrow $10.0 million from us, and we provided the financing on June 1, 2020. The financing bore interest at a fixed rate of 8.00% per annum, compounded monthly, and was scheduled to mature on the fifth anniversary of the date on which the base building of the affiliate of The Bernstein Companies’ hotel property was substantially completed. On June 27, 2022, the borrower repaid the loan in full, including approximately $1.6 million of accrued interest.

Cash ~~provided~~used by financing activities for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 totaled approximately ~~$833.4~~$756.9 million. This amount consisted primarily of ~~borrowings under~~ the ~~2023 Unsecured Term Loan and the proceeds from the issuance by BPLP~~repayment of ~~$750~~BPLP’s $700 million in aggregate principal amount of its ~~6.500%~~3.800% unsecured senior notes due ~~2034, partially offset by the repayment of BPLP’s $730 million unsecured credit agreement (the “2022 Unsecured Term Loan”)~~February 1, 2024 and payment of our regular dividends and distributions to our shareholders and unitholders and distributions to noncontrolling interests in property ~~partnerships.~~partnerships, partially offset by the approximately $97.2 million from the sale of a 45% interest in 290 Binney Street in Cambridge, Massachusetts. Future debt payments are discussed below under the heading “Debt Financing.”

Capitalization

The following table presents Consolidated Market Capitalization and BXP’s Share of Market Capitalization, as well as the corresponding ratios of Consolidated Debt to Consolidated Market Capitalization and BXP’s Share of Debt to BXP’s Share of Market Capitalization (in thousands, except for percentages):

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June 30, 2023

Shares / Units Outstanding

Common Stock Equivalent

Equivalent Value (1)

March 31, 2024

Shares / Units Outstanding

Common Stock

156,853

9,033,164

Common Stock

Common Operating Partnership Units

18,658

1,074,514

(2)

19,159

1,251,274

(2)

Total Equity

175,511

10,107,678

Consolidated Debt

15,456,205

Consolidated Debt

Add:

BXP’s share of unconsolidated joint venture debt (3)

1,609,671

BXP’s share of unconsolidated joint venture debt (3)

Subtract:

Partners’ share of Consolidated Debt (4)

(1,359,380)

Partners’ share of Consolidated Debt (4)

BXP’s Share of Debt

15,706,496

Consolidated Market Capitalization

25,563,883

Consolidated Market Capitalization

BXP’s Share of Market Capitalization

25,814,174

Consolidated Debt/Consolidated Market Capitalization

60.46

Consolidated Debt/Consolidated Market Capitalization

BXP’s Share of Debt/BXP’s Share of Market Capitalization

60.84

BXP’s Share of Debt/BXP’s Share of Market Capitalization

_______________

(1)Values are based on the closing price per share of BXP’s ~~Common Stock~~common stock on the New York Stock Exchange on ~~June 30, 2023~~March 28, 2024 of ~~$57.59.~~$65.31.

(2)Includes long-term incentive plan units (including 2012 OPP Units and 2013 - ~~2020~~2021 MYLTIP Units) but excludes the ~~2021~~2022 - ~~2023~~2024 MYLTIP Units because the three-year performance periods had not ended as of ~~June 30, 2023.~~March 31, 2024.

(3)See page 9073 for additional information.

(4)See page 8971 for additional information.

Consolidated Debt to Consolidated Market Capitalization Ratio is a measure of leverage commonly used by analysts in the REIT sector. We present this measure as a percentage and it is calculated by dividing (A) our consolidated debt by (B) our consolidated market capitalization, which is the market value of our outstanding equity securities plus our consolidated debt. Consolidated market capitalization is the sum of:

(1) our consolidated debt; plus

(2) the product of (x) the closing price per share of BXP ~~Common Stock~~common stock on ~~June 30, 2023,~~March 28, 2024, as reported by the New York Stock Exchange, multiplied by (y) the sum of:

(i) the number of outstanding shares of ~~Common Stock~~common stock of BXP,

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(ii) the number of outstanding OP Units in BPLP (excluding OP Units held by BXP),

(iii) the number of OP Units issuable upon conversion of all outstanding LTIP Units, assuming all conditions have been met for the conversion of the LTIP Units, and

(iv) the number of OP Units issuable upon conversion of 2012 OPP Units, and 2013 - ~~2020~~2021 MYLTIP Units that were issued in the form of LTIP Units.

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, ~~2021~~2022 - ~~2023~~2024 MYLTIP Units are not included in this calculation as of ~~June 30, 2023.~~March 31, 2024.

We also present BXP’s Share of Market Capitalization and BXP’s Share of Debt/BXP’s Share of Market Capitalization, which are calculated in the same manner, except that BXP’s Share of Debt is utilized instead of our consolidated debt in both the numerator and the denominator. BXP’s Share of Debt is defined as our consolidated debt plus our share of debt from our unconsolidated joint ventures (calculated based upon our ownership percentage), minus our partners’ share of debt from our consolidated joint ventures (calculated based upon the

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partners’ percentage ownership interests adjusted for basis differentials). Management believes that BXP’s Share of Debt provides useful information to investors regarding our financial condition because it includes our share of debt from unconsolidated joint ventures and excludes our partners’ share of debt from consolidated joint ventures, in each case presented on the same basis. We have several significant joint ventures and presenting various measures of financial condition in this manner can help investors better understand our financial condition and/or results of operations after taking into account our economic interest in these joint ventures. We caution investors that the ownership percentages used in calculating BXP’s Share of Debt 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 for routine and major decisions), distributions, transferability of interests, financing and guarantees, liquidations and other matters. Moreover, in some cases we exercise significant influence over, but do not control, the joint venture in which case GAAP requires that we account for the joint venture entity using the equity method of accounting and we do not consolidate it for financial reporting purposes. In other cases, GAAP requires that we consolidate the venture even though our partner(s) own(s) a significant percentage interest. As a result, management believes that the presentation of BXP’s Share of a financial measure should not be considered a substitute for, and should only be considered with and as a supplement to our financial information presented in accordance with GAAP.

We present these supplemental ratios because our degree of leverage could affect our 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 BXP and as such will fluctuate with changes in such price, and they do not necessarily reflect our capacity to incur additional debt to finance our activities or our ability to manage our existing debt obligations. However, for a company like BXP, 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 our outstanding indebtedness.

For a discussion of our unconsolidated joint venture indebtedness, see “Liquidity and Capital Resources—Investment in Unconsolidated Joint Ventures - Secured Debt” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and for a discussion of our consolidated joint venture indebtedness see “Liquidity and Capital Resources—Mortgage Notes Payable” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Debt Financing

As of ~~June 30, 2023,~~March 31, 2024, we had approximately ~~$15.5~~$15.4 billion of outstanding consolidated indebtedness, representing approximately ~~60.46%~~57.17% of our Consolidated Market Capitalization as calculated above consisting of approximately (1) ~~$11.0~~$9.8 billion (net of discount and deferred financing fees) in publicly traded unsecured senior notes having a GAAP weighted-average interest rate of ~~3.88%~~3.91% per annum and maturities in ~~2023~~2025 through 2034, (2) ~~$3.3~~$4.4 billion (net of deferred financing ~~fees)~~fees and fair value interest adjustments) of property-specific mortgage debt having

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a GAAP weighted-average interest rate of ~~3.42%~~4.22% per annum and a weighted-average term of ~~5.3~~4.2 years and (3) $1.2 billion outstanding under BPLP’s 2023 Unsecured Term Loan that matures on May 16, ~~2024.~~2024 (See Note 14 to the Consolidated Financial Statements).

The table below summarizes the aggregate carrying value of our ~~mortgage notes payable and BPLP’s unsecured senior notes, unsecured line of credit, and unsecured term loan,~~outstanding indebtedness, as well as Consolidated Debt Financing Statistics at ~~June 30,~~March 31, 2024 and March 31, 2023.


	March 31,
	2024			2023
	(dollars in thousands)
Debt Summary:
Balance
Mortgage notes payable, net	$	4,368,367		$	3,273,553
Unsecured senior notes, net	9,794,527			10,240,967
Unsecured line of credit	—			—
Unsecured term loan, net	1,199,430			1,194,916
Consolidated Debt	15,362,324			14,709,436
Add:
BXP’s share of unconsolidated joint venture debt, net (1)	1,373,986			1,604,852
Subtract:
Partners’ share of consolidated mortgage notes payable, net (2)	1,360,873			1,358,881
BXP’s Share of Debt	$	15,375,437		$	14,955,407

	March 31,
	2024			2023
Consolidated Debt Financing Statistics:
Percent of total debt:
Fixed rate (3)	100.00		%	91.88		%
Variable rate	—		%	8.12		%
Total	100.00		%	100.00		%
GAAP Weighted-average interest rate at end of period:
Fixed rate (3)	4.17		%	3.62		%
Variable rate	—		%	5.87		%
Total	4.17		%	3.81		%
Coupon/Stated Weighted-average interest rate at end of period:
Fixed rate (3)	3.93		%	3.51		%
Variable rate	—		%	5.49		%
Total	3.93		%	3.67		%
Weighted-average maturity at end of period (in years):
Fixed rate (3)	4.6			5.4
Variable rate	—			1.1
Total	4.6			5.0

_______________

(1)See page 73 for additional information.

(2)See page 71 for additional information.

(3)At March 31, 2024, the $1.2 billion 2023 Unsecured Term Loan and ~~June 30, 2022.~~ two of our mortgage loans aggregating approximately $900.0 million bore interest at variable rates. We entered into interest rate swap contracts that effectively fixed the variability of these loans for all or a portion of the applicable debt term and as such, they are reflected in our Fixed rate statistics.

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June 30,
2023 2022
(dollars in thousands)
Debt Summary:
Balance
Fixed rate mortgage notes payable, net $ 3,274,764 $ 3,269,948
Unsecured senior notes, net 10,985,395 9,489,030
Unsecured line of credit — 165,000
Unsecured term loan, net 1,196,046 728,795
Consolidated Debt 15,456,205 13,652,773
Add:
BXP’s share of unconsolidated joint venture debt, net (1) 1,609,671 1,446,617
Subtract:
Partners’ share of consolidated mortgage notes payable, net (2) (1,359,380) (1,357,399)
BXP’s Share of Debt $ 15,706,496 $ 13,741,991
June 30,
2023 2022
Consolidated Debt Financing Statistics:
Percent of total debt:
Fixed rate (3) 100.00 % 93.45 %
Variable rate — % 6.55 %
Total 100.00 % 100.00 %
GAAP Weighted-average interest rate at end of period:
Fixed rate (3) 3.95 % 3.43 %
Variable rate — % 2.53 %
Total 3.95 % 3.37 %
Coupon/Stated Weighted-average interest rate at end of period:
Fixed rate (3) 3.82 % 3.32 %
Variable rate — % 1.96 %
Total 3.82 % 3.23 %
Weighted-average maturity at end of period (in years):
Fixed rate (3) 5.0 6.1
Variable rate — 1.4
Total 5.0 5.8

~~_______________~~

~~(1)See page 90 for additional information.~~

~~(2)See page 89 for additional information.~~

~~(3)~~The 2023 Unsecured Term Loan bears interest at a variable rate of adjusted Term SOFR plus a margin ranging from 75 to 160 basis points based on BPLP’s credit rating. On May 2, 2023, BPLP executed interest rate swaps that effectively fixed Term SOFR for the $1.2 billion outstanding under the 2023 Unsecured Term Loan (see Notes 6 and 7 to the Consolidated Financial Statements). As such, the 2023 Unsecured Term Loan is reflected within Fixed rate statistics.

Unsecured Credit Facility

On June 1, 2023, BPLP amended its 2021 Credit Facility that replaced the LIBOR-based daily floating rate option with a SOFR-based daily floating rate option and to add options for SOFR-based term floating rates and rates for alternative currency loans. In addition, the amendment added a SOFR credit spread adjustment of 0.10%. Other than the foregoing, the material terms of the 2021 Credit Facility remain unchanged.

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The 2021 Credit Facility provides for borrowings of up to ~~$1.5~~$2.0 billion, ~~through the Revolving Facility,~~as described below, subject to customary conditions. The 2021 Credit Facility matures on June 15, 2026 and includes a sustainability-linked pricing component. Under the 2021 Credit Facility, BPLP may increase the total commitment by up to $500.0 million by increasing the amount of the ~~Revolving Facility~~revolving facility and/or by incurring one or more term loans, in each case, subject to syndication of the increase and other ~~conditions.~~ conditions (the “Accordion”). On September 28, 2023, BPLP exercised a portion of the Accordion which increased the maximum borrowing amount under the 2021 Credit Facility from $1.5 billion to $1.815 billion. On April 29, 2024, BPLP exercised the remainder of the Accordian and increased the maximum borrowing amount under the 2021 Credit Facility from $1.815 billion to $2.0 billion. All other terms of the 2021 Credit Facility remain unchanged.

At BPLP’s option, loans under the 2021 Credit Facility will bear interest at a rate per annum equal to (1) (a) in

the case of loans denominated in Dollars, Term SOFR and SOFR, (b) in the case of loans denominated in Euro,

EURIBOR, (c) in the case of loans denominated in Canadian Dollars, CDOR, and (d) in the case of loans

denominated in Sterling, SONIA, in each case, plus a margin ranging from 70.0 to 140.0 basis points based on

BPLP’s credit rating or (2) an alternate base rate equal to the greatest of (a) the Federal Funds rate plus 0.5%, (b)

the administrative agent’s prime rate, (c) Term SOFR plus 1.00%, and (d) 1.00%, in each case, plus a margin

ranging from 0 to 40 basis points based on BPLP’s credit rating. In addition, there is a SOFR credit spread adjustment of 0.10%.

Based on BPLP’s ~~June 30, 2023~~March 31, 2024 credit rating, (1) the applicable Daily SOFR, Term SOFR, alternative currency daily rate, and alternative currency term rate margins are ~~0.775%~~0.850%, (2) the alternate base rate margin is zero basis points and (3) the facility fee is ~~0.15%~~0.20% per annum.

At ~~June 30, 2023 and July 28, 2023,~~March 31, 2024, BPLP had no borrowings under its ~~Revolving~~2021 Credit Facility and outstanding letters of credit totaling approximately $6.7 million, with the ability to borrow approximately ~~$1.5~~$1.8 billion. At May 2, 2024, BPLP had no borrowings under its 2021 Credit Facility and outstanding letters of credit totaling approximately $6.6 million, with the ability to borrow approximately $2.0 billion, of which $500.0 million is being used as a backstop for the commercial paper program.

Unsecured Term Loan

~~On January 4, 2023, BPLP entered into the~~The 2023 Unsecured Term Loan ~~which~~ provided for a single borrowing of up to $1.2 billion. Upon entry into the credit agreement in January 2023, BPLP exercised its option to draw $1.2 billion under the 2023 Unsecured Term Loan, a portion of which was used to repay in full BPLP’s $730.0 million unsecured term loan (the “2022 Unsecured Term Loan”), which was scheduled to mature on May 16, 2023. Under the credit agreement governing the 2023 Unsecured Term Loan, BPLP may, at any time prior to the maturity date, increase total commitments by up to an additional $300.0 million in aggregate principal amount by increasing the existing 2023 Unsecured Term Loan or incurring one or more additional term loans, in each case, subject to syndication of the increase and other conditions. The 2023 Unsecured Term Loan matures on May 16, 2024, with one 12-month extension option, subject to customary conditions.

On April 16, 2024, BPLP provided notice to exercise its one-year extension option on the 2023 Unsecured Term Loan. BPLP anticipates effectuating the extension on or prior to the current May 16, 2024 maturity date. Upon effectiveness, the 2023 Unsecured Term Loan will mature on May 16, 2025.

On January 4, 2023, upon entry into the credit agreement, BPLP exercised its option to draw $1.2 billion under the 2023 Unsecured Term Loan, a portion of which was used to repay in full the 2022 Unsecured Term Loan, which was scheduled to mature on May 16, 2023. There was no prepayment penalty associated with the repayment of the 2022 Unsecured Term Loan.

As of June 30, 2023, the 2023 Unsecured Term Loan bears interest at a rate equal to adjusted Term SOFR plus 0.85% per annum based on BPLP’s current credit rating at June 30, 2023 (See Note 7 to the Consolidated Financial Statements). At June 30, 2023, BPLP had $1.2 billion outstanding under the 2023 Unsecured Term Loan.

~~Derivative Instruments and Hedging Activities~~

On May 2, 2023, BPLP executed interest rate swaps in notional amounts aggregating $1.2 billion. These interest rate swaps were entered into to fix Term SOFR, ~~the reference rate for BPLP’s 2023 Unsecured Term Loan,~~ at a weighted-average rate of 4.6420% for the period commencing on May 4, 2023 and ending on May 16, ~~2024. Based on BPLP’s credit rating as of June 30, 2023, the interest rate for the 2023 Unsecured Term Loan would be 6.09%~~2024 (See Note 7 to the Consolidated Financial Statements).

Based on BPLP’s March 31, 2024 credit rating, the 2023 Unsecured Term Loan bears interest at a rate equal to adjusted Term SOFR plus 0.95% per annum. At March 31, 2024, BPLP had $1.2 billion outstanding under the 2023 Unsecured Term Loan. After making an approximately $500.0 million optional repayment on April 29, 2024, the 2023 Unsecured Term Loan has an outstanding principal balance of $700.0 million as of May 2, 2024.

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Unsecured Senior Notes

For a description of BPLP’s outstanding unsecured senior notes as of ~~June 30, 2023,~~March 31, 2024, see Note 6 to the Consolidated Financial Statements.

Commercial Paper Program

On April 17, 2024, BPLP established an unsecured commercial paper program. Under the terms of the program, BPLP may issue, from time to ~~yield an effective rate (including financing fees)~~time, unsecured commercial paper notes up to a maximum aggregate amount outstanding at any one time of ~~approximately 6.619% per annum~~$500 million with varying maturities of up to ~~maturity.~~one year. The notes will ~~mature on January 15, 2034, unless earlier redeemed.~~be sold in private placements and will rank pari passu with all of BPLP’s other unsecured senior indebtedness, including its outstanding senior notes. The ~~aggregate net proceeds~~commercial paper program is backstopped by available capacity under BPLP's 2021 Credit Facility. As of May 2, 2024, BPLP had $500.0 million outstanding under its commercial paper program that bears interest at a weighted-average rate of 5.58% per annum. Proceeds from the ~~offering~~commercial paper program were ~~approximately $741.3 million after deducting underwriting discounts and transaction expenses.~~

~~The indenture relating~~used to ~~the unsecured senior notes contains certain financial restrictions and requirements, including (1) a leverage ratio not~~reduce BPLP’s 2023 Unsecured Term Loan to exceed 60%, (2) a secured debt leverage ratio not to exceed 50%, (3) an interest coverage ratio of greater than 1.50, and (4) an unencumbered asset value of not less than 150% of unsecured debt. At June 30, 2023, BPLP was in compliance with each of these financial restrictions and requirements.

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$700.0 million.

Mortgage Notes Payable

On January 8, 2024, we completed the acquisition of our joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue located in Washington, DC (See Note 3 to the Consolidated Financial Statements). The property is subject to existing mortgage indebtedness. At acquisition, the mortgage loan had an outstanding balance of approximately $207.1 million, bore interest at 3.61% per annum and was scheduled to mature on January 5, 2025. The mortgage loan was recorded at fair value of approximately $198.7 million. On January 11, 2024, we modified the mortgage loan to provide for two extension options totaling five years of additional term, each subject to certain conditions.

The following represents the outstanding ~~principal balances due under the~~ mortgage notes payable, net at ~~June 30, 2023:~~March 31, 2024:


Properties	Properties	Stated Interest Rate		GAAP Interest Rate (1)		Stated Principal Amount		Deferred Financing Costs, Net		Carrying Amount		Carrying Amount (Partners’ Share)			Maturity Date	Properties	Stated Interest Rate		GAAP Interest Rate (1)		Stated Principal Amount			Fair Value Adjustment and Deferred Financing Costs, Net			Carrying Amount				Carrying Amount (Partners’ Share)							Maturity Date
		(dollars in thousands)															(dollars in thousands)
Wholly-owned
901 New York Avenue
901 New York Avenue
901 New York Avenue																	3.61	%	7.69	%	$	206,289		$	(6,530)		$	199,759			N/A				(2)		January 5, 2025
Santa Monica Business Park																Santa Monica Business Park	4.06	%	6.53	%	300,000			(3,649)			296,351				N/A				(3)(4)		July 19, 2025
90 Broadway, 325 Main Street, 355 Main Street, and Cambridge East Garage (also known as Kendall Center Green Garage)																90 Broadway, 325 Main Street, 355 Main Street, and Cambridge East Garage (also known as Kendall Center Green Garage)	6.04	%	6.26	%	600,000			(6,139)			593,861				N/A				(3)(5)		October 26, 2028
Subtotal

Consolidated Joint Ventures

Consolidated Joint Ventures

Consolidated Joint Ventures	Consolidated Joint Ventures
767 Fifth Avenue (the General Motors Building)	767 Fifth Avenue (the General Motors Building)	3.43	%	3.64	%	$	2,300,000	$	(13,743)	$	2,286,257	$	914,552	(2)(3)(4)	June 9, 2027
767 Fifth Avenue (the General Motors Building)
767 Fifth Avenue (the General Motors Building)																	3.43	%	3.64	%	2,300,000			(11,122)			2,288,878				$	915,590			(3)(6)(7)		June 9, 2027
601 Lexington Avenue	601 Lexington Avenue	2.79	%	2.93	%	1,000,000		(11,493)		988,507		444,828		(2)(5)	January 9, 2032	601 Lexington Avenue	2.79	%	2.93	%	1,000,000		(10,482)		(10,482)	989,518			989,518	445,283			445,283	(3)(8)		(3)(8)			January 9, 2032

Subtotal
Total	Total					$	3,300,000	$	(25,236)	$	3,274,764	$	1,359,380
Total
Total

_______________

(1)The GAAP interest rate differs from the stated interest rate due to the inclusion of the amortization of financing charges, ~~and~~ the effects of hedging transactions (if any) and adjustments required under Accounting Standards Codification 805 “Business Combinations” to reflect loans and swaps at their fair values (if any).

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(2)Deferred financing costs, net includes an approximately $6.5 million fair value interest adjustment. The loan includes two extension options, subject to certain conditions.

(3)The mortgage loan requires interest only payments with a balloon payment due at maturity.

~~(3)~~(4)The mortgage loan bears interest at a variable rate of SOFR plus 1.38% per annum. The borrower under the loan entered into three interest rate swap contracts with notional amounts aggregating $300.0 million to fix SOFR at a weighted-average fixed interest rate of 2.679% for the period commencing on February 1, 2023 and ending on April 1, 2025. Stated interest rate reflects the weighted average fixed interest rate based on the interest rate swap contracts plus 1.38% per annum. Deferred financing costs, net includes an approximately $3.6 million fair value interest adjustment and excludes the adjustment required to reflect the interest rate swap at fair value upon acquisition of approximately $5.7 million.

(5)The mortgage loan bears interest at a variable rate of Daily Compounded SOFR plus 2.25% per annum. On December 7, 2023, BPLP entered into three interest rate swap contracts with notional amounts aggregating $600.0 million to fix Daily Compounded SOFR at a weighted-average fixed interest rate of 3.7925% for the period commencing on December 15, 2023 and ending on October 26, 2028. Stated interest rate reflects the weighted average fixed interest rate based on the interest rate swap contracts plus 2.25% per annum.

(6)This property is owned by a consolidated entity in which we have a 60% interest. The partners’ share of the carrying amount has been adjusted for basis differentials.

~~(4)~~(7)In connection with the refinancing of the loan, we guaranteed the consolidated entity’s obligation to fund various reserves for tenant improvement costs and allowances, leasing commissions and free rent obligations in lieu of cash deposits. As of ~~June 30, 2023,~~March 31, 2024, the maximum funding obligation under the guarantee was approximately ~~$11.2~~$8.5 million. We earn a fee from the joint venture for providing the guarantee and have an agreement with our partners to reimburse the joint venture for their share of any payments made under the guarantee (See Note 8 to the Consolidated Financial Statements).

~~(5)~~(8)This property is owned by a consolidated entity in which we have a 55% interest.

Derivative Instruments and Hedging Activities

As of March 31, 2024, we had $2.1 billion of interest rate swaps outstanding, where hedge accounting was elected, with a fair value of approximately $12.3 million. For a description of these interest rate swaps, see Note 7 to the Consolidated Financial Statements.

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Investment in Unconsolidated Joint Ventures - Secured Debt

We have investments in unconsolidated joint ventures with our effective ownership interests ranging from 20% to ~~55%~~approximately 71%. ~~Seventeen~~Fourteen of these ventures have mortgage indebtedness. We exercise significant influence over, but do not control, these entities. As a result, we account for them using the equity method of accounting. See also Note 5 to the Consolidated Financial Statements. At ~~June 30, 2023,~~March 31, 2024, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by these ventures was approximately ~~$4.1~~$3.2 billion (of which our proportionate share is approximately ~~$1.6~~$1.4 billion). The table below summarizes the outstanding debt of these joint venture properties at ~~June 30, 2023.~~March 31, 2024. In addition to other guarantees specifically noted in the table, we have agreed to customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) as well as the completion of development projects on certain of the loans.

~~Table of Contents~~


Properties	Properties	Nominal % Ownership		Stated Interest Rate		GAAP Interest Rate (1)		Stated Principal Amount		Deferred Financing Costs, Net		Carrying Amount		Carrying Amount (Our share)			Maturity Date
Properties
Properties																				Nominal % Ownership		Stated Interest Rate		GAAP Interest Rate (1)		Term of Variable Rate + Spread	Stated Principal Amount			Deferred Financing Costs, Net				Carrying Amount				Carrying Amount (Our share)						Maturity Date
		(dollars in thousands)																	(dollars in thousands)
Santa Monica Business Park		55.00	%	4.06	%	4.23	%	$	300,000	$	(1,090)	$	298,910	$	164,400	(2)(4)	July 19, 2025
360 Park Avenue South																		360 Park Avenue South		71.11	%	7.83	%	8.28	%	Adjusted Term SOFR + 2.40%	$	220,000		$	(705)			$	219,295			$	155,940		(2)(3)(4)			December 14, 2024
Market Square North	Market Square North	50.00	%	7.56	%	7.74	%	125,000		(539)		124,461		62,230		(2)(3) (5)	November 10, 2025	Market Square North		50.00	%	7.73	%	7.91	%	SOFR + 2.41%	125,000		(368)			(368)	124,632			124,632	62,316			62,316	(2)(3)(5)		(2)(3)(5)		November 10, 2025
1265 Main Street	1265 Main Street	50.00	%	3.77	%	3.84	%	35,127		(236)		34,891		17,446			January 1, 2032	1265 Main Street		50.00	%	3.77	%	3.84	%	N/A	34,424		(216)			(216)	34,208			34,208	17,104			17,104		January 1, 2032				January 1, 2032
Colorado Center	Colorado Center	50.00	%	3.56	%	3.59	%	550,000		(737)		549,263		274,632		(2)	August 9, 2027	Colorado Center		50.00	%	3.56	%	3.59	%	N/A	550,000		(601)			(601)	549,399			549,399	274,700			274,700	(2)		(2)		August 9, 2027
Dock 72	Dock 72	50.00	%	7.59	%	7.85	%	198,383		(1,142)		197,241		98,621		(2)(6)	December 18, 2025	Dock 72		50.00	%	7.83	%	8.09	%	SOFR +2.50%	198,383		(825)			(825)	197,558			197,558	98,779			98,779	(2)(6)		(2)(6)		December 18, 2025
The Hub on Causeway - Podium	The Hub on Causeway - Podium	50.00	%	7.51	%	7.68	%	174,329		(57)		174,272		87,136		(2)(7)	September 6, 2023	The Hub on Causeway - Podium		50.00	%	7.35	%	7.75	%	Daily Simple SOFR + 2.50%	154,329		(887)			(887)	153,442			153,442	76,721			76,721	(2)(3)(7)		(2)(3)(7)		September 8, 2025
Hub50House	Hub50House	50.00	%	4.43	%	4.51	%	185,000		(1,223)		183,777		91,889		(2)(8)	June 17, 2032	Hub50House		50.00	%	4.43	%	4.51	%	SOFR + 1.35%	185,000		(1,120)			(1,120)	183,880			183,880	91,940			91,940	(2)(8)		(2)(8)		June 17, 2032
100 Causeway Street	100 Causeway Street	50.00	%	6.76	%	6.97	%	337,604		(145)		337,459		168,729		(2)(3) (9)	September 5, 2023	100 Causeway Street		50.00	%	6.80	%	6.94	%	SOFR + 1.48%	333,579		(203)			(203)	333,376			333,376	166,688			166,688	(2)(3)		(2)(3)		September 5, 2024
7750 Wisconsin Avenue (Marriott International Headquarters)	7750 Wisconsin Avenue (Marriott International Headquarters)	50.00	%	6.51	%	6.66	%	251,542		(317)		251,225		125,613		(2)(3) (10)	April 26, 2024	7750 Wisconsin Avenue (Marriott International Headquarters)		50.00	%	6.67	%	6.82	%	SOFR + 1.35%	251,542		(406)			(406)	251,136			251,136	125,568			125,568	(2)		(2)		April 26, 2025
360 Park Avenue South		42.21	%	7.65	%	8.10	%	216,686		(1,456)		215,230		90,849		(2)(3) (11)	December 14, 2024
Safeco Plaza	Safeco Plaza	33.67	%	4.82	%	4.96	%	250,000		(1,077)		248,923		83,812		(2)(12)	September 1, 2026	Safeco Plaza		33.67	%	4.82	%	7.73	%	SOFR + 2.32%	250,000		(822)			(822)	249,178			249,178	83,898			83,898	(2)(9)		(2)(9)		September 1, 2026
500 North Capitol Street, NW	500 North Capitol Street, NW	30.00	%	6.83	%	7.16	%	105,000		(825)		104,175		31,069		(2)(13)	June 5, 2026	500 North Capitol Street, NW		30.00	%	6.83	%	7.16	%	N/A	105,000		(614)			(614)	104,386			104,386	31,178			31,178	(2)(10)		(2)(10)		June 5, 2026
200 Fifth Avenue	200 Fifth Avenue	26.69	%	4.34	%	5.60	%	600,000		(9,000)		591,000		149,694		(2)(14)	November 24, 2028	200 Fifth Avenue		26.69	%	4.34	%	5.60	%	Term SOFR + 1.41%	600,000		(7,764)			(7,764)	592,236			592,236	151,190			151,190	(2)(11)		(2)(11)		November 24, 2028
901 New York Avenue		25.00	%	3.61	%	3.69	%	209,868		(268)		209,600		52,400			January 5, 2025
3 Hudson Boulevard	3 Hudson Boulevard	25.00	%	8.68	%	8.68	%	80,000		—		80,000		20,000		(2)(3) (15)	August 13, 2023	3 Hudson Boulevard		25.00	%	9.04	%	9.04	%	Term SOFR + 3.61%	80,000		—			—	80,000			80,000	20,000			20,000	(2)(12)		(2)(12)		May 9, 2024
Metropolitan Square		20.00	%	7.25	%	8.03	%	420,000		(2,527)		417,473		83,495		(2)(3) (16)	April 9, 2024
Reston Next Residential		20.00	%	7.15	%	7.47	%	39,565		(1,284)		38,281		7,656		(2)(3) (17)	May 13, 2026
Skymark - Reston Next Residential																		Skymark - Reston Next Residential		20.00	%	7.33	%	7.65	%	SOFR + 2.00%	90,767			(948)				89,819				17,964			(2)(3)(13)			May 13, 2026
Total	Total							$	4,078,104	$	(21,923)	$	4,056,181	$	1,609,671

_______________

(1)The GAAP interest rate differs from the stated interest rate due to the inclusion of the amortization of financing ~~charges,~~costs, which includes mortgage recording ~~fees.~~fees, the effects of hedging transactions (if any) and adjustments required under Accounting Standards Codification 805 “Business Combinations” to reflect loans at their fair values (if any).

(2)The loan requires interest only payments with a balloon payment due at maturity.

(3)The loan includes certain extension options, subject to certain conditions.

(4)The ~~loan bears interest at a~~spread on the variable rate ~~equal~~may be reduced, subject to SOFR plus 1.38% per annum. A subsidiary of the joint venture entered into interest rate swap contracts with notional amounts aggregating $300.0 million through April 1, 2025, resulting in a fixed rate of approximately 4.059% per annum through the expiration of the interest rate swap contracts.certain conditions.

(5)The loan bears interest at a variable rate equal to the greater of (1) the sum of (x) SOFR and (y) 2.41% or (2) 2.80% per annum.

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(6)The ~~construction financing~~loan bears interest at a variable rate equal to (1) the greater of (x) SOFR or (y) 0.25%, plus (2) 2.50% per annum.

(7)The ~~construction financing bears~~joint venture entered into interest atrate swap contracts with notional amounts aggregating $154.3 million through September 2, 2025, resulting in a ~~variable~~fixed rate ~~equal to SOFR plus 2.35%~~of approximately 7.35% per ~~annum.~~annum through the expiration of the interest rate swap contracts.

(8)~~The loan bears interest at a variable rate equal to SOFR plus 1.35% per annum.~~ The joint venture entered into interest rate swap contracts with notional amounts aggregating $185.0 million through April 10, 2032, resulting in a fixed rate of approximately 4.432% per annum through the expiration of the interest rate swap contracts.

(9)The loan bears interest at a variable rate equal to SOFR plus 1.60% per annum. On July 28, 2023 the joint venture extended the loan maturity to September 5, 2024. The loan extension required an approximately $4.0 million principal repayment and the interest rate was reduced from Term SOFR plus 1.60% to Term SOFR plus 1.48% per annum (See Note 14 to the Consolidated Financial Statements).

~~(10)The construction financing bears interest at a variable rate equal to SOFR plus 1.35% per annum.~~

~~(11)The loan bears interest at a variable rate equal to Adjusted Term SOFR plus 2.40% per annum. The spread on the variable rate may be reduced, subject to certain conditions.~~

~~(12)The loan bears interest at a variable rate equal to~~ the greater of (x) 2.35% or (y) SOFR plus 2.32% per annum. The joint venture entered into an interest rate cap agreement with a financial institution to limit its exposure to

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increases in the SOFR rate at a cap of 2.50% per annum on a notional amount of $250.0 million through September 1, ~~2023.~~2024.

~~(13)~~(10)The indebtedness consists of (x) a $70.0 million mortgage loan payable (Note A) which bears interest at a fixed rate of 6.23% per annum, and (y) a $35.0 million mortgage loan payable (Note B) which bears interest at a fixed rate of 8.03% per annum. We provided $10.5 million of the Note B mortgage financing to the joint venture. Our portion of the loan ~~has been~~is reflected as Related Party Note ~~Receivable,~~Receivables, Net on our Consolidated Balance Sheets.

~~(14)~~(11)The loan bears interest at a variable rate equal to LIBOR plus 1.30% per annum through July 9, 2023. For the period commencing on July 10, 2023 the loan will bear interest at a variable rate equal to Term SOFR plus approximately 1.41% per annum. The joint venture entered into interest rate swap contracts with notional amounts aggregating $600.0 million through June 2028, resulting in a fixed rate of approximately 4.34% per annum through the expiration of the interest rate swap contracts. ~~In addition to items noted in footnote one above, the GAAP interest rate includes~~The deferred financing costs, net include the adjustment required to reflect the loan and interest rate swap at fair value upon acquisition.

~~(15)~~(12)We provided $80.0 million of mortgage financing to the joint venture. The loan bears interest at a variable rate equal to LIBOR plus 3.50% per annum through July 6, 2023. For the period commencing on July 7, 2023, the loan will bear interest at a variable rate equal to Term SOFR plus 3.61% per annum. The loan has beenis reflected as Related Party Note ~~Receivable,~~Receivables, Net on our Consolidated Balance Sheets. As of ~~June 30, 2023,~~March 31, 2024, the loan has approximately ~~$23.2~~$30.4 million of accrued interest due at the maturity date.

~~(16)~~The indebtedness consists of (x) a $305.0 million mortgage loan payable which bears interest at a variable rate equal to SOFR plus approximately 1.81%, and (y) a $115.0 million mezzanine note payable which bears interest at a variable rate equal to SOFR plus 5.25%. The joint venture entered into an interest rate cap agreement with a financial institution to limit its exposure to increases in the SOFR rate at a cap of 4.50% per annum on a notional amount of $420.0 million through April 15, 2024.

~~(17)~~(13)The construction financing has a borrowing capacity of $140.0 million. ~~The construction financing bears interest at a variable rate equal to SOFR plus 2.00% per annum.~~

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State and Local Tax Matters

Because BXP is organized and qualifies as a REIT, it is generally not subject to federal income taxes, but is subject to certain state and local taxes. In the normal course of business, certain entities through which we own real estate either have undergone, or are currently undergoing, tax audits or other inquiries. Although we believe that we have substantial arguments in favor of our position in the ongoing audits, in some instances there is no controlling precedent or interpretive guidance on the specific point at issue. Collectively, tax deficiency notices received to date from the jurisdictions conducting the ongoing audits have not been material. However, there can be no assurance that future audits will not occur with increased frequency or that the ultimate result of such audits will not have a material adverse effect on our results of operations.

Insurance

For information concerning our insurance program, see Note 8 to the Consolidated Financial Statements.

Funds from Operations

Pursuant to the revised definition of Funds from Operations adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”), we calculate Funds from Operations, or “FFO,” for each of BXP and BPLP by adjusting net income ~~(loss)~~ attributable to Boston Properties, Inc. and net income ~~(loss)~~ attributable to Boston Properties Limited Partnership (computed in accordance with GAAP), respectively, for gains (or losses) from sales of properties, including a change in control, impairment losses on depreciable real estate consolidated on our balance sheet, impairment losses on our investments in unconsolidated joint ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated joint ventures and our share of real estate-related depreciation and amortization. FFO is a non-GAAP financial measure. We believe the presentation of FFO, combined with the presentation of required GAAP financial measures, improves the understanding of operating results of REITs among the investing public and helps make comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful ~~measures~~measure for understanding and comparing our operating results because, by excluding gains and losses related to sales or a change in control 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 can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other companies.

Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current Nareit definition or that interpret the current Nareit

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definition differently. We believe that in order to facilitate a clear understanding of our operating results, FFO should be examined in conjunction with net income attributable to Boston Properties, Inc. and net income attributable to Boston Properties Limited Partnership as presented in our Consolidated Financial Statements. FFO should not be considered as a substitute for net income attributable to Boston Properties, Inc. or net income attributable to Boston Properties Limited Partnership (determined in accordance with GAAP) or any other GAAP financial measures and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP.

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BXP

The following table presents a reconciliation of net income attributable to Boston Properties, Inc. to FFO attributable to Boston Properties, Inc. for the three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022:~~2023:

Three months ended June 30,

2023

2022

(in thousands)

Net income attributable to Boston Properties, Inc.

104,299

222,989

Add:

Noncontrolling interest—common units of the Operating Partnership

12,117

25,708

Noncontrolling interests in property partnerships

19,768

18,546

Noncontrolling interests in property partnerships

Net income

136,184

267,243

Add:

Depreciation and amortization

202,577

183,146

Noncontrolling interests in property partnerships’ share of depreciation and amortization

(17,858)

(17,414)

Noncontrolling interests in property partnerships’ share of depreciation and amortization

BXP’s share of depreciation and amortization from unconsolidated joint ventures

25,756

21,120

Corporate-related depreciation and amortization

(442)

(413)

Corporate-related depreciation and amortization

Non-real estate depreciation and amortization

Impairment loss

Less:

Gains on sales of real estate

—

96,247

Less:

Gain (loss) on sale / consolidation included within loss from unconsolidated joint ventures

Unrealized gain on non-real estate investment

124

—

Noncontrolling interests in property partnerships

19,768

18,546

Funds from Operations (FFO) attributable to the Operating Partnership

326,325

338,889

Noncontrolling interests in property partnerships

Funds from Operations (FFO) attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.)

Less:

Noncontrolling interest—common units of the Operating Partnership’s share of funds from operations

33,481

34,329

Noncontrolling interest—common units of the Operating Partnership’s share of funds from operations

Funds from Operations attributable to Boston Properties, Inc.

292,844

304,560

Our percentage share of Funds from Operations—basic

89.74

89.87

Our percentage share of Funds from Operations—basic

Weighted average shares outstanding—basic

156,826

156,720

Weighted average shares outstanding—basic

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The following tables presents a reconciliation of net income attributable to Boston Properties, Inc. to Diluted FFO attributable to Boston Properties, Inc. for income (numerator) and shares/units (denominator) for the three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022:~~2023:

Three months ended June 30,

2023

2022

(in thousands)

Net income attributable to Boston Properties, Inc.

104,299

222,989

Add:

Noncontrolling interest—common units of the Operating Partnership

12,117

25,708

Noncontrolling interests in property partnerships

19,768

18,546

Noncontrolling interests in property partnerships

Net income

136,184

267,243

Add:

Depreciation and amortization

202,577

183,146

Noncontrolling interests in property partnerships’ share of depreciation and amortization

(17,858)

(17,414)

Noncontrolling interests in property partnerships’ share of depreciation and amortization

BXP’s share of depreciation and amortization from unconsolidated joint ventures

25,756

21,120

Corporate-related depreciation and amortization

(442)

(413)

Corporate-related depreciation and amortization

Non-real estate depreciation and amortization

Impairment loss

Less:

Gains on sales of real estate

—

96,247

Less:

Gain (loss) on sale / consolidation included within loss from unconsolidated joint ventures

Unrealized gain on non-real estate investment

124

—

Noncontrolling interests in property partnerships

19,768

18,546

Funds from Operations (FFO) attributable to the Operating Partnership

326,325

338,889

Noncontrolling interests in property partnerships

Funds from Operations (FFO) attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.)

Effect of Dilutive Securities:

Stock based compensation

—

Stock based compensation

Diluted FFO

326,325

338,889

Less:

Noncontrolling interest—common units of the Operating Partnership’s share of diluted FFO

33,383

34,262

Diluted FFO attributable to Boston Properties, Inc. (1)

292,942

304,627

Diluted FFO attributable to Boston Properties, Inc. (1)

___________

(1)BXP’s share of diluted Funds from Operations was ~~89.77%~~89.58% and ~~89.89%~~89.79% for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively.

Three months ended June 30,

2023

2022

shares/units (in thousands)

Basic Funds from Operations

174,748

174,392

Effect of Dilutive Securities:

Stock based compensation

392

472

Diluted Funds from Operations

175,140

174,864

Diluted Funds from Operations

Less:

Noncontrolling interest—common units of the Operating Partnership’s share of diluted Funds from Operations

17,922

17,672

Noncontrolling interest—common units of the Operating Partnership’s share of diluted Funds from Operations

Diluted Funds from Operations attributable to Boston Properties, Inc. (1)

157,218

157,192

Diluted Funds from Operations attributable to Boston Properties, Inc. (1)

_______________

(1)BXP’s share of diluted Funds from Operations was ~~89.77%~~89.58% and ~~89.89%~~89.79% for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively.

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BPLP

The following table presents a reconciliation of net income attributable to Boston Properties Limited Partnership to FFO attributable to Boston Properties Limited Partnership for the three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022:~~2023:




		Three months ended June 30,					Three months ended March 31,
			2023		2022			2024	2023
			(in thousands)					(in thousands)
Net income attributable to Boston Properties Limited Partnership	Net income attributable to Boston Properties Limited Partnership		$	118,098	$	253,788
Add:	Add:

Noncontrolling interests in property partnerships
Noncontrolling interests in property partnerships
Noncontrolling interests in property partnerships	Noncontrolling interests in property partnerships		19,768		18,546
Net income	Net income		137,866		272,334
Add:	Add:
Depreciation and amortization	Depreciation and amortization		200,895		181,416
Depreciation and amortization
Depreciation and amortization
Noncontrolling interests in property partnerships’ share of depreciation and amortization	Noncontrolling interests in property partnerships’ share of depreciation and amortization		(17,858)		(17,414)
BXP’s share of depreciation and amortization from unconsolidated joint ventures	BXP’s share of depreciation and amortization from unconsolidated joint ventures		25,756		21,120
Corporate-related depreciation and amortization	Corporate-related depreciation and amortization		(442)		(413)
Non-real estate depreciation and amortization
Impairment loss

Less:
Less:
Less:

Gain (loss) on sale / consolidation included within loss from unconsolidated joint ventures

Gain (loss) on sale / consolidation included within loss from unconsolidated joint ventures

Gain (loss) on sale / consolidation included within loss from unconsolidated joint ventures

Less:

Gains on sales of real estate			—		99,608

Unrealized gain on non-real estate investment

Unrealized gain on non-real estate investment

Unrealized gain on non-real estate investment	Unrealized gain on non-real estate investment		124		—
Noncontrolling interests in property partnerships	Noncontrolling interests in property partnerships		19,768		18,546

Funds from Operations attributable to Boston Properties Limited Partnership (1)	Funds from Operations attributable to Boston Properties Limited Partnership (1)		$	326,325	$	338,889
Weighted average shares outstanding—basic	Weighted average shares outstanding—basic		174,748		174,392

_______________

(1)Our calculation includes OP Units and vested LTIP Units (including vested 2012 OPP Units and vested 2013 - ~~2020~~2021 MYLTIP Units).

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The following tables presents a reconciliation of net income attributable to Boston Properties Limited Partnership to Diluted FFO attributable to Boston Properties Limited Partnership for income (numerator) and shares/units (denominator) for the three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022:~~2023:

Three months ended June 30,

Three months ended March 31,

2023

2022

2024

2023

(in thousands)

Net income attributable to Boston Properties Limited Partnership

118,098

253,788

Add:

Noncontrolling interests in property partnerships

19,768

18,546

Net income

137,866

272,334

Add:

Depreciation and amortization

200,895

181,416

Depreciation and amortization

Noncontrolling interests in property partnerships’ share of depreciation and amortization

(17,858)

(17,414)

BXP’s share of depreciation and amortization from unconsolidated joint ventures

25,756

21,120

Corporate-related depreciation and amortization

(442)

(413)

Non-real estate depreciation and amortization

Impairment loss

Less:

Gain (loss) on sale / consolidation included within loss from unconsolidated joint ventures

Less:

Gains on sales of real estate

—

99,608

Unrealized gain on non-real estate investment

124

—

Noncontrolling interests in property partnerships

19,768

18,546

Funds from Operations attributable to Boston Properties Limited Partnership (1)

326,325

338,889

Effect of Dilutive Securities:

Stock based compensation

—

Stock based compensation

Diluted Funds from Operations attributable to Boston Properties Limited Partnership

326,325

338,889

_______________

(1)Our calculation includes OP Units and vested LTIP Units (including vested 2012 OPP Units and vested 2013 - ~~2020~~2021 MYLTIP Units).

Three months ended June 30,

2023

2022

shares/units (in thousands)

Basic Funds from Operations

174,748

174,392

Effect of Dilutive Securities:

Stock based compensation

392

472

Diluted Funds from Operations

175,140

174,864

Diluted Funds from Operations

Material Cash Commitments

We have various service contracts with vendors related to our property management. In addition, we have certain other contracts we enter into in the ordinary course of business that may extend beyond one year. These contracts include terms that provide for cancellation with insignificant or no cancellation penalties. Contract terms are generally between three and five years.

During the three months ended ~~June 30, 2023,~~March 31, 2024, we paid approximately ~~$80.3~~$83.0 million to fund tenant-related obligations, including tenant improvements and leasing commissions.

In addition, during the three months ended ~~June 30, 2023,~~March 31, 2024, we and our unconsolidated joint venture partners incurred approximately ~~$82.8~~$117.6 million of new ~~client-related~~tenant-related obligations associated with approximately ~~890,000~~825,700 square feet of second generation leases, or approximately ~~$93~~$142 per square foot. We signed approximately ~~47,500~~ 68,200

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square feet of first generation leases. The ~~client-related~~tenant-related obligations for the development properties are included within the projects’ “Estimated Total Investment” referred to in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” In aggregate during the ~~second~~first quarter of

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~~2023,~~ 2024, we signed leases for approximately ~~937,500~~893,900 square feet of space and incurred aggregate ~~client-related~~tenant-related obligations of approximately ~~$90.2~~$129.6 million, or approximately ~~$96~~$145 per square foot.

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ITEM 3—Quantitative and Qualitative Disclosures about Market Risk.

We are exposed to certain market risks, one of the most predominant of which is a change in interest rates. ~~Increases~~Unless we have entered into interest rate swaps or other derivatives to fix the interest rate, increases in interest rates can result in increased interest expense under our ~~Revolving~~2021 Credit Facility, 2023 Unsecured Term Loan, certain mortgage loans and other debt that bears interest at variable ~~rate debt to the extent we do not have interest rate swaps in place to hedge the effect of such rate increases.~~rates. Increases in interest rates can also result in increased interest expense when our fixed rate debt matures and needs to be refinanced.

As of ~~June 30, 2023,~~March 31, 2024, approximately ~~$14.3~~$13.3 billion of ~~these borrowings~~our indebtedness bore interest at fixed rates and therefore the fair value of these instruments is not affected by changes in the market interest rates. The remaining ~~$1.2~~$2.1 billion of outstanding ~~borrowings~~indebtedness bore interest at a variable ~~rate.~~rates, including $1.2 billion under the 2023 Unsecured Term Loan and $900.0 million of secured debt. However, we entered into interest rate swaps with notional amounts aggregating $2.1 billion, thus fixing the ~~variability~~interest rates for all, or a portion of the ~~interest rate~~applicable debt term (See Note 7 to the Consolidated Financial Statements for information pertaining to interest rate swap contracts in place as of ~~June 30, 2023~~March 31, 2024 and their respective fair values). Therefore, as of ~~June 30, 2023,~~March 31, 2024, we have no outstanding variable rate debt that has not been ~~subject to~~fixed through an interest rate swap.

The following table presents our aggregate debt obligations carrying value, estimated fair value and where applicable, the corresponding weighted-average GAAP interest rates sorted by maturity date as of March 31, 2024.

The table below does not include our unconsolidated joint venture debt. For a discussion concerning our unconsolidated joint venture debt, including interest rate swaps, see Note 5 to the Consolidated Financial Statements and “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Investment in Unconsolidated Joint Ventures - Secured Debt.”


		2023			2024			2025			2026			2027			2028+			Total			Estimated Fair Value
	2024																									2024	2025	2026	2027	2028		2029+	Total	Estimated Fair Value
	(dollars in thousands) Mortgage debt, net																														(dollars in thousands) Mortgage debt, net
Fixed Rate
GAAP Average Interest Rate
Variable Rate
Variable Rate
Variable Rate
Subtotal
		(dollars in thousands) Mortgage debt, net																							Unsecured debt, net
Fixed Rate	Fixed Rate	$	(2,421)		$	(4,843)		$	(4,843)		$	(4,843)		$	2,297,138		$	994,576		$	3,274,764		$	2,765,657
GAAP Average Interest Rate	GAAP Average Interest Rate	—		%	—		%	—		%	—		%	3.64		%	2.93		%	3.42		%
Variable Rate	Variable Rate	—			—			—			—			—			—			—			—
		Unsecured debt, net
Fixed Rate		$	499,847		$	699,532		$	848,093		$	1,991,832		$	744,231		$	6,201,860		$	10,985,395		$	9,751,688
GAAP Average Interest Rate		3.28		%	3.92		%	3.35		%	3.63		%	6.92		%	3.72		%	3.88		%
Variable Rate	Variable Rate	—			1,196,046			—			—			—			—			1,196,046			1,194,895
Variable Rate
Subtotal
Total Debt	Total Debt	$	497,426		$	1,890,735		$	843,250		$	1,986,989		$	3,041,369		$	7,196,436		$	15,456,205		$	13,712,240

At ~~June 30, 2023,~~March 31, 2024, the weighted-average ~~coupon/~~stated interest rates on the fixed rate debt stated above was ~~3.67%~~3.68% per annum. At ~~June 30, 2023,~~March 31, 2024, our outstanding variable rate debt totaled ~~$1.2~~$2.1 billion, ~~and~~ all of itwhich was subject to interest rate swaps. At ~~June 30, 2023,~~March 31, 2024, the ~~coupon/~~weighted-average stated interest rate on our variable rate debt, including the effect of the interest rate swaps, was ~~approximately 5.592%~~5.56% per annum. If market interest rates on our variable rate debt had been 100 basis points greater, total interest expense would have increased approximately ~~$3.0 million and $6.0~~$5.3 million for the three ~~and six~~ months ended ~~June 30, 2023, respectively.~~March 31, 2024.

Our use of derivative instruments also involves certain additional risks such as counterparty credit risk, the enforceability of hedging contracts and the risk that unanticipated and significant changes in interest rates will cause a significant loss of basis in the contract. We believe that there is a low likelihood that these counterparties will fail to meet ~~our~~their obligations and we minimize our exposure by limiting counterparties to major banks who meet established credit and capital guidelines. There can be no assurance that we will adequately protect against the foregoing risks.

The fair value amounts were determined solely by considering the impact of hypothetical interest rates on our financial instruments. Due to the uncertainty of specific actions, we may undertake to minimize possible effects of market interest rate increases, this analysis assumes no changes in our financial structure.

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ITEM 4—Controls and Procedures.

Boston Properties, Inc.

(a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, our management, with the participation of Boston Properties, Inc.’s Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, Boston Properties, Inc.’s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Changes in Internal Control Over Financial Reporting. No change in Boston Properties, Inc.’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) occurred during the ~~second~~first quarter of our fiscal year ending December 31, ~~2023~~2024 that has materially affected, or is reasonably likely to materially affect, Boston Properties, Inc.’s internal control over financial reporting.

Boston Properties Limited Partnership

(a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, the management of Boston Properties, Inc., the sole general partner of Boston Properties Limited Partnership, with the participation of its Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of Boston Properties, Inc. concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Changes in Internal Control Over Financial Reporting. No change in its internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) occurred during the ~~second~~first quarter of our fiscal year ending December 31, ~~2023~~2024 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1—Legal Proceedings.

We are subject to legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. Management believes that the final outcome of such matters will not have a material adverse effect on our financial position, results of operations or liquidity.

ITEM 1A—Risk Factors.

Except to the extent factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there were no material changes to the risk factors disclosed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023.

ITEM 2—Unregistered Sales of Equity Securities and Use of Proceeds

Boston Properties, Inc.

(a)~~None.~~None

(b)Not Applicable.

(c)Issuer Purchases of Equity Securities. ~~None.~~


Period	(a) Total Number of Shares of Common Stock Purchased		(b) Average Price Paid per Common Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased under the Plans or Programs
January 1, 2024 – January 31, 2024	11,271	(1)	$	69.96	N/A	N/A
February 1, 2024 – February 29, 2024	1,275	(1)	$	63.69	N/A	N/A
March 1, 2024 – March 31, 2024	—		$	—	N/A	N/A
Total	12,546		$	69.32	N/A	N/A

___________

(1)Represents shares of common stock of BXP surrendered by employees to BXP to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock.

Boston Properties Limited Partnership

(a)Each time BXP issues shares of common stock (other than in exchange for common units when such common units are presented for redemption), it contributes the proceeds of such issuance to BPLP in return for an equivalent number of partnership units with rights and preferences analogous to the shares issued. During the three months ended ~~June 30, 2023,~~March 31, 2024, in connection with issuances of common stock by BXP pursuant to issuances of restricted common stock to ~~non-employee directors and the settlement of deferred stock awards~~employees under the Boston Properties, Inc. 2021 Stock Incentive Plan and purchases of common stock under the Boston Properties, Inc. 1999 Employee Stock Purchase Plan, BPLP issued an aggregate of ~~7,449~~84,546 common units to BXP in exchange for approximately ~~$67.80,~~$0.5 million, the aggregate proceeds of such common stock issuances to BXP. Such units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

(b)Not Applicable.

(c)Issuer Purchases of Equity Securities.

Period (a)
Total Number of Units Purchased (b)
Average Price Paid per Unit (c)
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs (d)
Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased
April 1, 2023 – April 30, 2023 — $ — N/A N/A
May 1, 2023 – May 31, 2023 576 (1) $ 0.25 N/A N/A
June 1, 2023 – June 30, 2023 11,051 (2) $ 0.25 N/A N/A
Total 11,627 $ 0.25 N/A N/A

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Period	(a) Total Number of Units Purchased		(b) Average Price Paid per Unit		(c) Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased Under the Plans or Programs
January 1, 2024 – January 31, 2024	11,271	(1)	$	69.96	N/A	N/A
February 1, 2024 – February 29, 2024	158,242	(2)	$	0.76	N/A	N/A
March 1, 2024 – March 31, 2024	2,449	(3)	$	0.25	N/A	N/A
Total	171,962		$	5.29	N/A	N/A

___________

(1)Represents common units previously held by BXP that were redeemed in connection with the surrender of shares of restricted common stock of BXP by employees to BXP to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock.

(2)Includes 155,625 2021 MYLTIP units. The measurement period for such 2021 MYLTIP units ended on February 1, 2024 and BXP’s total return to stockholders was sufficient for employees to earn and therefore become eligible to vest in a portion of the 2021 MYLTIP units. Also includes 1,342 LTIP units that were repurchased in connection with the termination of an employee’s employment with BXP. Under the terms of the applicable 2021 MYLTIP award agreements and LTIP unit vesting agreements, the 155,625 unearned 2021 MYLTIP units and 1,342 LTIP units were repurchased at a price of $0.25 per unit, which was the amount originally paid by each employee for the units. Also includes 1,275 common units previously held by BXP that were redeemed in connection with the surrender of shares of restricted common stock of BXP by employees to BXP to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock.

(3)Represents LTIP units that were repurchased in connection with the termination of an employee’s employment with BXP. Under the terms of the applicable LTIP unit vesting ~~agreement,~~agreements, the LTIP units were repurchased at a price of $0.25 per unit, which was the amount originally paid by ~~such~~the employee for ~~such~~the units.

~~(2)~~Represents LTIP units and 2020-2022 MYLTIP units that were repurchased in connection with the termination of an employee’s employment with BXP. Under the terms of the applicable LTIP unit vesting agreements and MYLTIP award agreements, the LTIP units and MYLTIP units were repurchased at a price of $0.25 per unit, which was the amount originally paid by such employee for such units.

~~Table of Contents~~

ITEM 3—Defaults Upon Senior Securities.

None.

ITEM 4—Mine Safety Disclosures.

None.

ITEM 5—Other Information.

(a)None.

(b)None.

(c)During the three months ended ~~June 30, 2023,~~March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

~~100~~84

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ITEM 6—Exhibits.

(a)Exhibits


~~4.1~~	—	Supplemental Indenture No. 25, dated as of May 15, 2023, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee, including a form of the 6.500% Senior Notes due 2034 (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on May 15, 2023.)

~~10.1~~	—	First Amendment to Ninth Amended and Restated Credit Agreement, dated as of June 1, 2023, among Boston Properties Limited Partnership and the lenders identified therein. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on June 6, 2023.)

31.1	—	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Boston Properties, Inc. (Filed herewith.)

31.2	—	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Boston Properties, Inc. (Filed herewith.)

31.3	—	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Boston Properties Limited Partnership. (Filed herewith.)

31.4	—	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Boston Properties Limited Partnership. (Filed herewith.)

32.1	—	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002 for Boston Properties, Inc. (Furnished herewith.)

32.2	—	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002 for Boston Properties, Inc. (Furnished herewith.)

32.3	—	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002 for Boston Properties Limited Partnership. (Furnished herewith.)

32.4	—	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002 for Boston Properties Limited Partnership. (Furnished herewith.)

101.SCH	—	Inline XBRL Taxonomy Extension Schema Document. (Filed herewith.)

101.CAL	—	Inline XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)

101.LAB	—	Inline XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)

101.PRE	—	Inline XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)

101.DEF	—	Inline XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)

104	—	Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101*.). (Filed herewith.)

~~101~~85

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	BOSTON PROPERTIES, INC.

~~August 7, 2023~~May 10, 2024		/s/ MICHAEL R. WALSH
		Michael R. Walsh
		Chief Accounting Officer (duly authorized officer and principal accounting officer)

~~102~~86

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	BOSTON PROPERTIES LIMITED PARTNERSHIP
	By: Boston Properties, Inc., its General Partner

~~August 7, 2023~~May 10, 2024		/s/ MICHAEL R. WALSH
		Michael R. Walsh
		Chief Accounting Officer (duly authorized officer and principal accounting officer)

~~103~~87


	Six months ended June 30, 2023
	Income (Numerator)		Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to Boston Properties, Inc.	$	182,215	156,815	$	1.16


Effect of Dilutive Securities:
Stock Based Compensation	—		316	—
Diluted Earnings:
Net income attributable to Boston Properties, Inc.	$	182,215	157,131	$	1.16


	Six months ended June 30, 2022
	Income (Numerator)		Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to Boston Properties, Inc.	$	366,044	156,685	$	2.33
Allocation of undistributed earnings to participating securities	(236)		—	—
Net income attributable to Boston Properties, Inc.	365,808		156,685	2.33
Effect of Dilutive Securities:
Stock Based Compensation	—		413	—
Diluted Earnings:
Net income attributable to Boston Properties, Inc.	$	365,808	157,098	$	2.33


Portfolio	Depreciation and Amortization for the six months ended June 30,
	2023		2022		Change
	(in thousands)
Same Property Portfolio	$	339,732	$	339,692	$	40
Properties Acquired Portfolio	35,080		4,174		30,906
Properties Placed In-Service Portfolio	23,188		6,709		16,479
Properties in or Held for Development or Redevelopment Portfolio (1)	13,088		4,005		9,083
Properties Sold Portfolio	223		6,190		(5,967)
	$	411,311	$	360,770	$	50,541


	June 30,
	2023			2022
	(dollars in thousands)
Debt Summary:
Balance
Fixed rate mortgage notes payable, net	$	3,274,764		$	3,269,948
Unsecured senior notes, net	10,985,395			9,489,030
Unsecured line of credit	—			165,000
Unsecured term loan, net	1,196,046			728,795
Consolidated Debt	15,456,205			13,652,773
Add:
BXP’s share of unconsolidated joint venture debt, net (1)	1,609,671			1,446,617
Subtract:
Partners’ share of consolidated mortgage notes payable, net (2)	(1,359,380)			(1,357,399)
BXP’s Share of Debt	$	15,706,496		$	13,741,991

	June 30,
	2023			2022
Consolidated Debt Financing Statistics:
Percent of total debt:
Fixed rate (3)	100.00		%	93.45		%
Variable rate	—		%	6.55		%
Total	100.00		%	100.00		%
GAAP Weighted-average interest rate at end of period:
Fixed rate (3)	3.95		%	3.43		%
Variable rate	—		%	2.53		%
Total	3.95		%	3.37		%
Coupon/Stated Weighted-average interest rate at end of period:
Fixed rate (3)	3.82		%	3.32		%
Variable rate	—		%	1.96		%
Total	3.82		%	3.23		%
Weighted-average maturity at end of period (in years):
Fixed rate (3)	5.0			6.1
Variable rate	—			1.4
Total	5.0			5.8