What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-11-07 compared with 2023-08-07 · 561 added, 488 removed, 980 unchanged (52% of the section changed)

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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 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) the risk factors set forth in this Form 10-Q in Part II, Item 1A, if any.

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 including those described under the caption “Risk Factors,” (ii) our Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2023 and June 30, 2023, (iii) our subsequent filings under the Exchange Act and (iv) 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:

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• 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);

• the impact of geopolitical conflicts;

• the immediate and long-term impact of the outbreak of a highly infectious or contagious disease 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;

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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.

BXP is one of the largest publicly traded office real estate investment trusts (REITs) (based on total market capitalization as of June 30, 2023) in the U.S.

BXP is one of the largest publicly traded office real estate investment trusts (REITs) (based on total market capitalization as of September 30, 2023) in the U.S.

that develops, owns, and manages primarily premier workplaces.

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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

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

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

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 diverse across market sectors.

As of June 30, 2023, the weighted-average remaining lease term 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 for our 20 largest clients, based on leased square footage, was approximately 10.4 years as of June 30, 2023.

As of September 30, 2023, the weighted-average remaining lease term 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 for our 20 largest clients, based on leased square footage, was approximately 10.5 years as of September 30, 2023.

To be successful in any leasing environment, we believe we must consider all aspects of the client-landlord relationship.

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• our relationships with local brokers.

The U.S.’s economic growth is challenging to forecast as there are currently two competing and viable theories predicting very different trajectories.

The first theory is that 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 the Federal Reserve has been overly aggressive in the magnitude and timing of its interest rate increases, which will create dislocation in sectors 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 volume in the first half of 2023 compared to last year.

The return-to-office trend continues to improve in the markets in which we operate.

Companies in a variety of industries, including major technology companies, are increasing 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.

Despite the Federal Reserve having increased the discount rate to 5.25% and the 10-year U.S.

Treasury having risen nearly 3% since March 2022, the U.S.

economy’s headline statistics remain stable with GDP growth at 4.9% in the third quarter, 150,000 jobs created in October, and the unemployment rate slightly increased to 3.9%.

However, this economic picture may not accurately reflect the market tone and operating environment for many of our clients.

Assuming forecasts for negative earnings growth in the third quarter are accurate, the S&P 500 annual earnings growth has been negative for the last four quarters.

We believe much of the recent strength in the GDP has been consumption related, and job creation has been in the leisure and hospitality, healthcare, education, and government sectors;

not the office using sectors, such as information and financial services.

Our clients are corporations that actively manage their headcount and operating expenses in times of weak or negative earnings growth.

As a result, they 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 the slower leasing volume in 2023 compared to last year.

Although remote work continues to be a factor, we believe economic conditions are the primary driver of our slower leasing activity in 2023, and we expect leasing activity will rebound when earnings growth returns.

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.

We continue to be encouraged with the return-to-office trajectory we are experiencing in our buildings as well as the commentary and actions of many of our clients with respect to their in-person work policies.

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, as

companies see an opportunity to upgrade their workplaces as a method of attracting their workforces back to the office and recruiting new employees.

As a result, the premier workplace segment, which we operate in, continues to outperform the broader office market, in both vacancy and net absorption, as companies see an opportunity to upgrade their workplaces as a method of attracting their workforces back to the office and recruiting new employees.

Throughout our portfolio, there has been a slow but steady increase in the number of unique occupants that are in our offices each month.

As of mid-October 2023, building-census data (based on turnstile information available for approximately half of our portfolio) and space utilization data indicate that our clients are indeed using their spaces at least multiple days a week (primarily Tuesday through Thursday).

We believe this data, coupled with continued efforts from employers to implement mandatory in-office policies, makes it challenging for clients to reduce space.

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

• labor market conditions shift, resulting in increasing employer demands for mandatory in-person workdays;

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

• volatility in the capital markets, have driven companies to be more reticent in 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;

• construction costs have increased and, although most 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, by managing our leverage while continuing to selectively invest (including through both acquisitions and developments) in premier workplace opportunities.

In light of the foregoing, we believe we continue to position BXP for success, notwithstanding the uncertain trajectory of the U.S.

and global economies, 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;

Premier workplaces, the preferred choice for our current and prospective clients, are gaining market share compared to general office space and continue to demonstrate the highest occupancy, net absorption levels and rental rates in the central business districts (“CBDs”) in markets where we operate;

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

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• 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 quarter of 2023 and recent business highlights.

The following is an overview of leasing and investment activity in the third quarter of 2023 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.

In the third quarter of 2023, we signed a total of approximately 1.06 million square feet of leases with a weighted-average lease term of approximately 8.2 years.

This is the second consecutive quarter that leasing has increased, underscoring the demand for premier workplaces, despite the challenging market.

The overall occupancy of our in-service premier workplace and retail properties was 88.8% at September 30, 2023, an increase of 50 basis points from 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.

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We have factored in the impacts of a slower economy, softer business performance, and reduced demand for space into our leasing expectations for the remainder of 2023.

We expect the bulk of our leasing in 2023 will continue to come from small- and medium-sized professional and financial services firms.

We expect the bulk of our leasing in the last quarter of 2023 will continue to come from small- and medium-sized professional and financial services firms.

Investment Activity

We continually evaluate current and prospective markets for possible acquisitions of “value-add” assets that require lease-up or repositioning, and acquisitions that are otherwise consistent with our long-term strategy of owning, managing, developing, and improving premier workplaces in each of our chosen markets.

Additional new acquisition opportunities will likely increase in this environment, and we remain committed to developing and acquiring assets to enhance our long-term growth and to meet client demand solely focused on premier workplaces, life sciences, and residential development.

As of June 30, 2023, our development/redevelopment pipeline consisted of 13 properties that, when completed, we expect will total approximately 3.1 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 billion remains to be invested.

The commercial space in the pipeline, which excludes Reston Next Residential, is 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) as of June 30, 2023.

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 expect opportunities to make acquisitions will increase in this environment, and we remain committed to developing and acquiring assets to enhance our long-term growth and to meet current and future client demand for premier workplaces, life sciences, and residential development.

Consistent with this strategy, 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.

The joint venture executed an up to 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 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 of up to $117.0 million for the cost of the construction of Phase 1.

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 and schedule currently contemplated or at all.

A joint venture in which we owned a 20% equity interest (with an institutional investor owning the remaining 80%) completed a restructuring of the ownership in Metropolitan Square, which resulted in (i) an affiliate of the existing mezzanine lender purchasing the property, and (ii) us becoming a co-lender of up to $20.0 million under a new $100.0 million mezzanine loan.

The transaction also resulted in, among other things, (i) the cessation of our obligation to fund future investments through our then 20% equity interest, which caused us to recognize a third quarter gain on investment of approximately $35.8 million related to our deficit investment balance, and (ii) the removal of the property from our in-service portfolio.

Prior to the restructuring, the property was encumbered by an aggregate of $420.0 million of debt, consisting of a senior loan with an outstanding principal balance of $305.0 million senior loan and the existing $115.0 million mezzanine loan.

The new mezzanine loan, which is subordinate only to the senior 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.

In addition, we will continue to provide property management and leasing services to the property with the potential to earn additional incentive fees.

Metropolitan Square is an approximately 657,000 square foot premier workplace located at 655 15th Street, NW in the heart of downtown Washington, DC.

As of September 30, 2023, our development/redevelopment pipeline consisted of 11 properties that, when completed, we expect will total approximately 2.8 million net rentable square feet.

Our share of the estimated total cost for these projects is approximately $2.4 billion, of which approximately $1.4 billion remains to be invested.

The commercial space in the pipeline, which excludes Skymark (formerly Reston Next Residential), is 52% pre-leased as of October 30, 2023.

In the third quarter of 2023, we completed and fully placed in-service two development projects:

• 140 Kendrick Street - Building A, an approximately 104,000 square foot property in Needham, Massachusetts.

140 Kendrick is the first Net Zero, Carbon Neutral office repositioning of its scale in Massachusetts.

The property is 100% leased.

• 751 Gateway, an approximately 231,000 square foot laboratory/life sciences property in South San Francisco, California in which BXP has a 49% interest.

The property is 100% leased.

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.

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A brief overview of each of our markets follows.

During the second quarter of 2023, we executed approximately 320,000 square feet of leases and approximately 291,000 square feet of leases commenced in the Boston region.

During the third quarter of 2023, we executed approximately 440,000 square feet of leases and approximately 365,000 square feet of leases commenced in the Boston region.

Approximately 140,000 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 14% over the prior leases.

As of June 30, 2023, our Boston CBD in-service portfolio was approximately 95.1% occupied and approximately 96.9% 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 portfolio in Cambridge was approximately 97.2% 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.

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

As of September 30, 2023, our Boston CBD in-service portfolio was approximately 95.6% occupied and approximately 96.4% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

As of September 30, 2023, our Route 128-Mass Turnpike in-service portfolio is comprised of approximately 4.9 million square feet and was approximately 79.2% occupied and approximately 80.2% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

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%.

As of June 30, 2023, our LA in-service properties were approximately 86.0% occupied and 86.2% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

During the second quarter of 2023, we executed approximately 280,000 square feet of leases in the New York region and approximately 323,000 square feet of leases commenced.

Approximately 63,000 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% over the prior leases.

As of June 30, 2023, our New York CBD in-service portfolio was approximately 90.3% occupied and approximately 92.7% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

As of September 30, 2023, our LA in-service properties were approximately 85.9% occupied and 87.6% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

During the third quarter of 2023, we executed approximately 100,000 square feet of leases and approximately 70,000 square feet of leases commenced in the Los Angeles region.

Approximately 69,000 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 1.5% over the prior leases.

During the third quarter of 2023, we executed approximately 240,000 square feet of leases in the New York region and approximately 374,000 square feet of leases commenced.

Approximately 180,000 square feet of the leases that commenced had been vacant for less than one year and they represent a decrease in net rental obligations of approximately 11% over the prior leases.

As of September 30, 2023, our New York CBD in-service portfolio was approximately 92.1% occupied and approximately 92.8% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

San Francisco

During the second quarter of 2023, we executed approximately 101,000 square feet of leases and approximately 76,000 square feet of leases commenced in the San Francisco region.

Approximately 50,000 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% over the prior leases.

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

During the third quarter of 2023, we executed approximately 52,000 square feet of leases and approximately 406,000 square feet of leases commenced in the San Francisco region.

Approximately 127,000 square feet of leases that commenced had been vacant for less than one year and represent a decrease in net rental obligations of approximately 2% over the prior leases.

As of September 30, 2023, our San Francisco CBD in-service properties were approximately 89.3% occupied and approximately 90.3% 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.

Growth from the artificial intelligence (“AI”) organizations in San Francisco is particularly noteworthy with billions of dollars of recent investment into this growing ecosystem and a number of these AI companies actively considering space.

Given the potential and recent 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.

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.

New venture capital investment in AI is concentrated in San Francisco, New York and Boston according to CBRE Insights, with San Francisco receiving the majority of the investment.

These are encouraging facts that could be constructive to the recovery of the San Francisco office market, if they come to fruition.

Our Seattle in-service portfolio includes Safeco Plaza, an approximately 779,000 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 in-service properties were approximately 87.9% occupied and approximately 90.5% leased (inclusive of vacant space with signed leases that have not yet commenced in accordance with GAAP).

As of September 30, 2023, our Seattle in-service properties were approximately 84.7% occupied and approximately 87.6% leased (inclusive of vacant space with signed leases that have not yet commenced in accordance with GAAP).

During the third quarter of 2023, we executed approximately 127,000 square feet of leases in the Seattle region.

Washington, DC

During the second quarter of 2023, we executed approximately 236,000 square feet of leases and approximately 351,000 square feet of leases commenced in the Washington, DC region.

During the third quarter of 2023, we executed approximately 100,000 square feet of leases and approximately 350,000 square feet of leases commenced in the Washington, DC region.

Approximately 272,000 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 16% over the prior leases.

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

As of September 30, 2023, our Washington, DC CBD in-service properties were approximately 83.8% occupied and approximately 89.1% 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, our Reston, Virginia properties were approximately 88.2%

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

As of September 30, 2023, our Reston, Virginia properties were approximately 88.6% occupied and approximately 94.0% 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 during the three and six months ended June 30, 2023:

Three months ended June 30, 2023 Six months ended June 30, 2023

The table below details the leasing activity, including 100% of the unconsolidated joint ventures, that commenced during the three and nine months ended September 30, 2023:

Three months ended September 30, 2023 Nine months ended September 30, 2023

(Square Feet)

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Total Transaction Costs Per Square Foot (6) $89.81 $76.09

Increase in Gross Rents (7) 6.31 % 3.30 %

Increase in Net Rents (8) 10.02 % 5.28 %

Increase (Decrease) in Gross Rents (7) (3.34) % 0.58 %

Increase (Decrease) in Net Rents (8) (5.61) % 0.59 %

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(1) Total vacant square feet of properties taken out of service during the six months ended June 30, 2023 consists of 195,191 square feet at 300 Binney Street, 55,852 square feet at 420 Bedford Street, 57,045 square feet at 430 Bedford Street and 25,189 square feet at 2098 Gaither Road.

(2) Total vacant square feet of properties placed in service during the three and six months ended June 30, 2023 consists of 181,597 square feet at 2100 Pennsylvania Avenue.

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

(4) Represents leases executed during the three and six months ended June 30, 2023 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 e xecuted and recognized during the three and six months ended June 30, 2023 are 116,230 and 303,128 square feet, respectively.

(5) Second generation leases are defined as leases for space that has previously been leased by us.

Of the 891,347 and 1,666,792 square feet of second generation leases that commenced during the three and six months ended June 30, 2023, respectively, leases for 776,928 and 1,365,475 square feet, respectively, were signed in prior periods.

(1) Total vacant square feet of properties taken out of service during the three months ended September 30, 2023 consists of 289,204 square feet at Metropolitan Square (See Notes 5 and 14 to the Consolidated Financial

Total vacant square feet of properties taken out of service during the nine months ended September 30, 2023 consists of 289,204 square feet at Metropolitan Square, 195,191 square feet at 300 Binney Street, 55,852 square feet at 420 Bedford Street, 57,045 square feet at 430 Bedford Street and 25,189 square feet at 2098 Gaither Road.

(2) Total vacant square feet of properties placed in service during the three months ended September 30, 2023 consists of 230,592 square feet at 751 Gateway and 104,166 square feet at 140 Kendrick Street - Building A.

Total vacant square feet of properties placed in service during the nine months ended September 30, 2023 consists of 230,592 square feet at 751 Gateway, 104,166 square feet at 140 Kendrick Street - Building A, and 181,597 square feet at 2100 Pennsylvania Avenue.

(3) Represents leases for which lease revenue recognition has commenced in accordance with GAAP during the three and nine months ended September 30, 2023 .

(4) Represents leases executed during the three and nine months ended September 30, 2023 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 e xecuted and recognized during the three and nine months ended September 30, 2023 are 189,541 and 492,669 square feet, respectively.

(5) Second generation leases are defined as leases for space that we have previously leased.

Of the 1,184,449 and 2,851,241 square feet of second generation leases that commenced during the three and nine months ended September 30, 2023, respectively, leases for 1,024,020 and 2,389,495 square feet, respectively, were signed in prior periods.

(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 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;

excludes leases that

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 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.

Transactions during the three months ended June 30, 2023 included the following:

(7) Represents the increase (decrease) in gross rent (base rent plus expense reimbursements) on the new versus expired leases on the 789,077 and 1,849,017 square feet of second generation leases that had been occupied within the prior 12 months for the three and nine months ended September 30, 2023, respectively;

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

(8) Represents the increase (decrease) in net rent (gross rent less operating expenses) on the new versus expired leases on the 789,077 and 1,849,017 square feet of second generation leases that had been occupied within the prior 12 months for the three and nine months ended September 30, 2023, respectively.

Transactions during the three months ended September 30, 2023 included the following:

Development/Redevelopment activities

• On April 29, 2023, we 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.

Including leases with future commencement dates, the property is 91% leased as of July 28, 2023.

• On June 1, 2023, we completed and fully placed in-service our View Boston Observatory at The Prudential Center, 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.

Unconsolidated joint venture activities

• On April 21, 2023, 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 loan had a total commitment amount of approximately $252.6 million, bore interest at a variable rate equal to London interbank offered rate (“LIBOR”) plus 1.25% per annum and was scheduled to mature on April 26, 2023, with two, one-year extension options, subject to certain conditions.

The extended loan continued to bear interest at LIBOR plus 1.25% per annum through June 1, 2023 after which, the interest rate was converted to a variable rate equal to Term Secured Overnight Finance Rate (“SOFR”) plus 1.35% per annum.

The extended loan 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 approximately 3.61% per annum.

The modified loan now matures on August 13, 2023, with one 180 days extension option, 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 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 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.

Debt activities

• On May 15, 2023, BPLP completed a public offering of $750.0 million 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.

• 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 (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 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 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 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.

• 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 property is the first Net Zero, Carbon Neutral office repositioning of its scale in Massachusetts.

• On September 26, 2023, we partially placed in-service 180 CityPoint, an approximately 329,000 net rentable square feet laboratory/life sciences project located in Waltham, Massachusetts.

Ground Lease activity

• On August 1, 2023, a consolidated joint venture in which we have a 55% interest executed an up to 99-year ground lease with the Metropolitan Transportation Authority for an approximately 25,000 square foot site, the 343 Madison Avenue project in New York City (see Notes 4 and 9 to the Consolidated Financial Statements).

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.

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.

We are reasonably certain that we will not exercise this termination option as we completed a long-term competitive process to obtain the right to ground lease this site.

There is no rent due under the ground lease for the period from August 1, 2023 through July 31, 2028, with the exception of a payment of approximately $21.8 million that is due on July 31, 2025.

Beginning August 1, 2028, the lease requires rent of approximately $10.9 million per year with adjustments every five years, with a minimum increase of 110% of the ground rent from the prior year.

The lease required the joint venture to pay a non-refundable deposit totaling $25.0 million.

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 and schedule currently contemplated or at all.

Unconsolidated joint venture activities

• 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 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-year extension option, subject to certain conditions.

Following the modification and extension, the loan had an outstanding balance of $336.6 million, which included an approximately $4.0 million principal repayment, bears interest at Term SOFR plus 1.48% per annum, and matures on September 5, 2024, with an additional one-year extension option, subject to certain conditions.

100 Causeway Street is an approximately 634,000 square foot premier workplace located in Boston, Massachusetts and is approximately 95% leased.

• Effective July 28, 2023, BXP’s independent directors appointed Joel I.

Klein to serve as the lead independent director, replacing Kelly A.

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.

Ayotte served as BXP’s lead independent director since May 2022 and will remain on BXP’s Board of Directors.

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.

• On August 11, 2023, a joint venture in which we have a 25% interest exercised its second extension option of 180-days collateralized by 3 Hudson Boulevard.

The extended loan now matures on February 9, 2024.

As of September 30, 2023, the loan had approximately $25.6 million of accrued interest due at the maturity date.

3 Hudson Boulevard consists of land and improvements held for future development located in New York, New York.

• On September 1, 2023, a joint venture in which we have a 49% interest completed and fully placed in-service 751 Gateway, an approximately 231,000 square foot laboratory/life sciences project in South San Francisco, California.

The property is 100% leased.

• On September 6, 2023, a joint venture in which we have a 50% interest modified the loan collateralized by its Hub on Causeway - Podium property.

At the time of the modification, the loan had an outstanding balance of approximately $174.3 million, bore interest at Term SOFR plus 2.35% per annum, and was scheduled to mature on September 6, 2023.

Following the modification, the modified loan had an outstanding balance of $154.3 million, which included an approximately $20.0 million principal repayment, bears interest at Daily SOFR plus 2.50% per annum, and matures on September 8, 2025, with a one-year extension option, subject to certain conditions.

On September 8, 2023, the joint venture entered into interest rate swap contracts with notional amounts aggregating approximately $154.3 million through September 2, 2025, resulting in a fixed interest rate of approximately 7.35% per annum through the expiration of the interest rate swap contracts.

The Hub on Causeway - Podium is an approximately 383,000 square foot premier workplace located in Boston, Massachusetts and is approximately 94% leased.

• On September 13, 2023, a joint venture in which we owned a 20% equity interest completed the first step of a two-step restructuring of its ownership in Metropolitan Square.

The two-step restructuring will result in (i) an affiliate of the existing mezzanine lender purchasing the property and becoming the new property owner and us no longer having an equity interest in the property and (ii) us becoming a co-lender of up to $20.0 million under a new $100.0 million mezzanine loan (“New Mezz Loan”).

Prior to the restructuring, the property was encumbered by an aggregate of $420.0 million of debt, consisting of a senior loan with an outstanding principal balance of $305.0 million (“Senior Loan”) and the existing $115.0 million mezzanine loan (“Existing Mezz Loan”).

Step one of the restructuring was completed on September 13, 2023, and resulted in, among other things, (i) the cessation of our obligation to fund future investments through our then 20% equity interest, which caused us to recognize a gain on investment of approximately $35.8 million related to our deficit investment balance, which was primarily due to excess distributions, and (ii) the removal of the property from our in-service portfolio.

Metropolitan Square is an approximately 657,000 net rentable square foot premier workplace located at 655 15th Street, NW in the heart of downtown Washington, DC.

See Note 14 to the Consolidated Financial Statements for a description of step two of the restructuring.

• During the three months ended September 30, 2023, we recognized an other-than-temporary impairment loss on our investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza of approximately $155.2 million, $54.0 million, $33.4 million and $29.9 million, respectively.

See Note 5 to the Consolidated Financial Statements.

Noncontrolling Interest in Property Partnerships activity

Prior to the formation of the joint venture, we and the institutional investor were engaged in a collaborative arrangement.

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 joint venture partner contributed approximately $4.8 million in cash and $17.5 million in improvements and prepaid ground rent for their 45% ownership interest in the joint venture.

We contributed approximately $5.9 million in cash and $21.4 million in improvements and prepaid ground rent for our 55% ownership interest in the joint venture.

The transaction did not qualify as a sale of real estate for financial reporting purposes as we continue to effectively control this property and will continue to account for the property on a consolidated basis in our financial statements, see Note 4 to the Consolidated Financial Statements.

Debt activities

• On September 1, 2023, BPLP completed the repayment of $500.0 million in aggregate principal amount of its 3.125% senior notes due September 1, 2023.

The repayment price was approximately $507.8 million, which was equal to the stated principal plus approximately $7.8 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.

• On September 28, 2023, BPLP exercised the accordian feature of its $1.5 billion unsecured credit facility (the “2021 Credit Facility”) which allowed BPLP to increase the total commitment by up to $500.0 million, subject to syndication of the increase and other conditions (the “Accordion”).

BPLP exercised a portion of the Accordion with three new lenders to the 2021 Credit Facility (“New Lenders”).

Each of the New Lenders entered into a lender agreement with BPLP to provide an aggregate of $315.0 million in additional revolving credit commitments, which increased the maximum borrowing amount under the 2021 Credit Facility from $1.5 billion to $1.815 billion.

All other terms of the 2021 Credit Facility remain unchanged.

Transactions completed subsequent to September 30, 2023 included the following:

• On October 2, 2023, step two of the Metropolitan Square restructuring (see Note 5 to the Consolidated Financial Statements for a description of step one) was completed and included (i) the sale of the property and assignment of the Senior Loan to the new owner, and (ii) the closing of the New Mezz Loan with a maximum principal amount of $100.0 million that is senior to the Existing Mezz Loan and subordinate only to the Senior Loan.

The New Mezz 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.

We will fund 20%, or up to $20.0 million, of any amounts borrowed under the New Mezz Loan.

In addition, we will continue to provide property management and leasing services to the property with the potential to earn additional incentive fees.

Metropolitan Square is an approximately 657,000 square foot premier workplace located at 655 15th Street, NW in the heart of downtown Washington, DC.

• On October 26, 2023, we closed on a mortgage loan collateralized by our 325 Main Street, 355 Main Street, 90 Broadway and Cambridge East Garage (also known as Kendall Center Green Garage) properties located in Cambridge, Massachusetts.

The mortgage loan, totaling $600 million, requires interest-only payments at Daily Compounded SOFR plus 2.25% per annum until maturity on October 26, 2028.

• On November 6, 2023, WeWork Inc.

and certain of its direct and indirect subsidiaries (collectively, “WeWork”) filed voluntary petitions to commence proceedings under Chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of New Jersey.

WeWork is a tenant at five of our premier workplaces and leases an aggregate of approximately 493,000 square feet, approximately 0.97% of our in-service portfolio.

There can be no assurance that WeWork will not reject one or more of the five leases.

Critical Accounting Estimates

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There have been no significant changes in our critical accounting estimates since the year ended December 31, 2022.

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

Results of Operations for the Nine Months Ended September 30, 2023 and 2022

Net income attributable to Boston Properties, Inc.

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

and net income attributable to Boston Properties Limited Partnership decreased by approximately $656.9 million and $735.0 million, respectively, for the nine months ended September 30, 2023 compared to 2022, as set forth in the following tables and for the reasons discussed below under the heading “ Comparison of the nine months ended September 30, 2023 to the nine months ended September 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 six months ended June 30, 2023 and 2022.

to Net Operating Income and Net Income Attributable to Boston Properties Limited Partnership to Net Operating Income for the nine months ended September 30, 2023 and 2022.

For a detailed discussion of Net Operating Income (“NOI”), including the reasons management believes NOI is useful to investors, see page 60 .

Six months ended June 30,

Nine months ended September 30,

2023 2022 Increase/

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424,492 317,216 107,276 33.82 %

Loss from unconsolidated joint ventures 261,793 1,389 260,404 18,747.59 %

Other Income:

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517 381,293 (380,776) (99.86) %

Income (loss) from unconsolidated joint ventures (14,237) 2,135 (16,372) (766.84) %

Other Expenses:

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Net Operating Income $ 1,496,376 $ 1,442,266 $ 54,110 3.75 %

Six months ended June 30,

Nine months ended September 30,

2023 2022 Increase/

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424,492 317,216 107,276 33.82 %

Loss from unconsolidated joint ventures 261,793 1,389 260,404 18,747.59 %

Other Income:

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517 385,349 (384,832) (99.87) %

Income (loss) from unconsolidated joint ventures (14,237) 2,135 (16,372) (766.84) %

Other Expenses:

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Net Operating Income $ 1,496,376 $ 1,442,266 $ 54,110 3.75 %

At June 30, 2023 and 2022, we owned or had joint venture interests in a portfolio of 191 and 193 commercial real estate properties, respectively (in each case, the “Total Property Portfolio”).

At September 30, 2023 and 2022, we owned or had joint venture interests in a portfolio of 190 and 193 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, 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.

Therefore, the comparison of operating results for the three and nine months ended September 30, 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 between periods more meaningful, it is important to provide information for properties that were in-service and owned by us throughout each period presented.

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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, 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.

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.

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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 months ended June 30, 2023 to the six months ended June 30, 2022

Comparison of the nine months ended September 30, 2023 to the nine months ended September 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 January 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 January 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 six 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.

The Same Property Portfolio includes properties acquired or placed in-service on or prior to January 1, 2022 and owned and in service through September 30, 2023.

This table includes a reconciliation from the Same Property Portfolio to the Total Property Portfolio by also providing information for the nine months ended September 30, 2023 and 2022 with respect to the properties that were acquired, placed in-service, in or held for development or redevelopment or sold.

Same Property Portfolio Properties Acquired Portfolio Properties

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(2) For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 60.

Residential Net Operating Income for the six months ended June 30, 2023 and 2022 is comprised of Residential Revenue of $23,979 and $29,878 less Residential Expenses of $11,246 and $16,250, respectively.

Hotel Net Operating Income for the six months ended June 30, 2023 and 2022 is comprised of Hotel Revenue of $22,070 and $16,646 less Hotel Expenses of $14,832 and $11,284, respectively, per the Consolidated Statements of Operations.

Residential Net Operating Income for the nine months ended September 30, 2023 and 2022 is comprised of Residential Revenue of $35,768 and $44,218 less Residential Expenses of $16,984 and $23,274, respectively.

Hotel Net Operating Income for the nine months ended September 30, 2023 and 2022 is comprised of Hotel Revenue of $35,554 and $28,395 less Hotel Expenses of $23,852 and $19,832, respectively, per the Consolidated Statements of Operations.

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.

Lease revenue (excluding termination income) from the Same Property Portfolio increased by approximately $34.6 million for the nine months ended September 30, 2023 compared to 2022.

The increase was a result of our average revenue per square foot increasing by approximately $2.08, contributing approximately $57.9 million, partially offset by average occupancy decreasing from 91.4% to 90.3%, resulting in a decrease of approximately $23.3 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.

Termination income decreased by approximately $4.2 million for the nine months ended September 30, 2023 compared to 2022.

Termination income for the nine months ended September 30, 2023 related to approximately 20 clients across the Same Property Portfolio and totaled approximately $1.3 million, which was primarily related to clients that terminated leases early in Washington, DC.

Termination income for the nine months ended September 30, 2022 related to 21 clients across the Same Property Portfolio and totaled approximately $5.0 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.

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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.

Parking and other revenue increased by approximately $9.7 million for the nine months ended September 30, 2023 compared to 2022.

Parking and other revenue increased by approximately $6.4 million and $3.3 million, respectively.

The increase in parking revenue was primarily due to an increase in transient and monthly parking.

The increase in other revenue was primarily related to the View Boston observatory, which was completed and placed in-service on June 1, 2023.

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%.

Real estate operating expenses from the Same Property Portfolio increased by approximately $48.3 million, or 6.3%, for the nine months ended September 30, 2023 compared to 2022, due primarily to increases in real estate taxes of approximately $15.8 million, or 4.2%, and other real estate operating expenses of approximately $26.9 million, or 6.9%.

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.

In addition, there was approximately $5.6 million related to the marketing and operating 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.

The table below lists the properties acquired between January 1, 2022 and September 30, 2023.

Rental revenue and real estate operating expenses increased by approximately $55.5 million and $7.0 million, respectively, for the nine months ended September 30, 2023 compared to 2022, as detailed below.

Square Feet Rental Revenue Real Estate Operating Expenses

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______________

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

(1) Rental revenue for the nine months ended September 30, 2023 and September 30, 2022 includes approximately $1.0 million and $0.4 million of termination income, respectively.

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.

The table below lists the properties that were placed in-service or partially placed in-service between January 1, 2022 and September 30, 2023.

Rental revenue and real estate operating expenses from our Properties Placed In-Service Portfolio increased by approximately $66.7 million and $19.4 million, respectively, for the nine months ended September 30, 2023 compared to 2022, as detailed below.

Quarter Initially Placed In-Service Quarter Fully Placed In-Service Rental Revenue Real Estate Operating Expenses

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880 Winter Street (1) Third Quarter, 2022 Fourth Quarter, 2022 243,618 18,235 684 17,551 4,111 376 3,735

140 Kendrick Street - Building A Third Quarter, 2023 Third Quarter, 2023 104,166 1,505 2,866 (1,361) 545 902 (357)

180 CityPoint Third Quarter, 2023 N/A 329,000 — — — — — —

2,630,494 $ 104,790 $ 38,043 $ 66,747 $ 29,659 $ 10,274 $ 19,385

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

Rental revenue for the nine months ended September 30, 2023 includes approximately $0.2 million of termination income.

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.

The table below lists the properties that were in or held for development or redevelopment between January 1, 2022 and September 30, 2023.

Rental revenue and real estate operating expenses from our Properties in or Held for Development or Redevelopment Portfolio decreased by approximately $13.2 million and $1.5 million, respectively, for the nine months ended September 30, 2023 compared to 2022, as detailed below.

Rental Revenue Real Estate Operating Expenses

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(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 $ — $ — $ — $ — $ 608 $ (608)

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_____________

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

(1) 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.

(2) 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.

Real estate operating expenses for the nine months ended September 30, 2023 included approximately $2.4 million of demolition costs.

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

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.

The table below lists the properties we sold between January 1, 2022 and September 30, 2023.

Rental revenue and real estate operating expenses from our Properties Sold Portfolio decreased by approximately $42.0 million and $13.9 million, respectively, for the nine months ended September 30, 2023 compared to 2022, as detailed below.

Rental Revenue Real Estate Operating Expenses

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(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.

Rental Revenue and Real Estate Operating Expenses for the nine months ended September 30, 2023 represent the ground-level retail space.

Rental Revenue and Real Estate Operating Expenses for the nine months ended September 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.

Net operating income for our residential same properties increased by approximately $3.3 million for the nine months ended September 30, 2023 compared to 2022.

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

Average Monthly Rental Rate (1) Average Rental Rate Per Occupied Square Foot Average Physical Occupancy (2) Average Economic Occupancy (3)

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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.

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 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.

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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.

The Boston Marriott Cambridge hotel had net operating income of approximately $11.7 million for the nine months ended September 30, 2023, representing an increase of approximately $3.1 million compared to the nine months ended September 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.

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

Occupancy 73.5 % 63.4 % 15.9 %

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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 and management services revenue increased by approximately $8.5 million for the nine months ended September 30, 2023 compared to 2022.

Development services revenue and management services revenue increased by approximately $2.9 million and $5.6 million, respectively.

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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.

General and administrative expense increased by approximately $21.0 million for the nine months ended September 30, 2023 compared to 2022 primarily due to increases in compensation expense and other general and administrative expenses of approximately $19.0 million and $2.0 million, respectively.

The increase in compensation expense related to (1) an approximately $10.8 million increase in the value of our deferred compensation plan and (2) an approximately $8.2 million increase in other compensation expenses, primarily due to age-based vesting and annual increases in employee compensation.

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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.

Capitalized wages for the nine months ended September 30, 2023 and 2022 were approximately $13.5 million and $12.0 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.

Transaction costs decreased by approximately $0.2 million for the nine months ended September 30, 2023 compared to 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

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

This accounting resulted in a step-up of the real estate assets at BXP that was allocated to certain properties.

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For additional information see the Explanatory Note that immediately follows the cover page of this Quarterly Report on Form 10-Q.

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,

Depreciation and amortization expense increased by approximately $67.3 million for the nine months ended September 30, 2023 compared to 2022, as detailed below.

Portfolio Depreciation and Amortization for the nine months ended September 30,

2023 2022 Change

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_____________

(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.

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,

(1) During the nine months ended September 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 nine months ended September 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.

Depreciation and amortization expense increased by approximately $67.2 million for the nine months ended September 30, 2023 compared to 2022, as detailed below.

Portfolio Depreciation and Amortization for the nine months ended September 30,

2023 2022 Change

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_____________

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.

As a result, during the nine months ended September 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

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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.

Loss from Unconsolidated Joint Ventures

For the nine months ended September 30, 2023 compared to 2022, loss from unconsolidated joint ventures increased by approximately $260.4 million primarily due to non-cash impairment charges related to our investments in 360 Park Avenue South, 200 Fifth Avenue, Platform 16, and Safeco Plaza of approximately $54.0 million, $33.4 million, $155.2 million, and $29.9 million, respectively, partially offset by an approximately $35.8 million gain on investment related to our Metropolitan Square joint venture interest (See Note 5 to the Consolidated Financial Statements).

Gains on Sales of Real Estate

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For additional information, see the Explanatory Note that immediately follows the cover page of this Quarterly Report on Form 10-Q.

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.

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.

Gains on sales of real estate decreased by approximately $380.8 million for the nine months ended September 30, 2023 compared to 2022, as detailed below.

Name Date Sold Property Type Square Feet Sale Price Net Cash Proceeds Gain on Sale of Real Estate

(dollars in millions)

N/A $ — $ — $ — (1)

195 West Street March 31, 2022 Office 63,500 $ 37.7 $ 35.4 $ 22.7

Virginia 95 Office Park June 15, 2022 Office/Flex 733,421 127.5 121.9 96.2

601 Massachusetts Avenue August 30, 2022 Office 478,667 531.0 512.3 237.4

Broadrun Land Parcel September 15, 2022 Land N/A 27.0 25.6 24.4

$ 723.2 $ 695.2 $ 380.7 (2)

(1) Excludes approximately $0.5 million of gains on sales of real estate recognized during the nine months ended September 30, 2023 related to gain amounts from sales of real estate occurring in prior periods.

(2) Excludes approximately $0.6 million of gains on sales of real estate recognized during the nine months ended September 30, 2022 related to gain amounts from sales of real estate occurring in prior periods.

Gains on sales of real estate decreased by approximately $384.8 million for the nine months ended September 30, 2023 compared to 2022, as detailed below.

Name Date Sold Property Type Square Feet Sale Price Net Cash Proceeds Gain on Sale of Real Estate

(dollars in millions)

N/A $ — $ — $ — (1)

195 West Street March 31, 2022 Office 63,500 $ 37.7 $ 35.4 $ 23.4

Virginia 95 Office Park June 15, 2022 Office/Flex 733,421 127.5 121.9 99.5

601 Massachusetts Avenue August 30, 2022 Office 478,667 531.0 512.3 237.5

Broadrun Land Parcel September 15, 2022 Land N/A 27.0 25.6 24.4

$ 723.2 $ 695.2 $ 384.8 (2)

(2) Excludes approximately $0.5 million of gains on sales of real estate recognized during the nine months ended September 30, 2022 related to gain amounts from sales of real estate occurring in prior periods.

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.

Interest and other income (loss) increased by approximately $42.8 million for the nine months ended September 30, 2023 compared to 2022, due primarily to an increase of approximately $43.6 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

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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.

Gains (losses) from investments in securities for the nine months ended September 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.

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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

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.

During the nine months ended September 30, 2023 and 2022, we recognized gains (losses) of approximately $2.3 million and $(8.5) million, respectively, on these investments.

By comparison, our general and administrative expense increased (decreased) by approximately $2.3 million and $(8.5) million during the nine months ended September 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.

As a result, for the nine months ended September 30, 2023, we recognized an unrealized gain of approximately $0.3 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

Interest expense increased by approximately $107.3 million for the nine months ended September 30, 2023 compared to 2022, as detailed below.

Component Change in interest expense for the nine months ended September 30, 2023 compared to September 30, 2022

(in thousands)

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Total increases to interest expense 108,572

Decrease to interest expense due to:

Repayment of $500 million in aggregate principal of 3.125% senior notes due 2023 on September 1, 2023 (1,296)

Total decrease to interest expense (1,296)

Total change in interest expense $ 107,276

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.

Interest capitalized for the nine months ended September 30, 2023 and 2022 was approximately $30.8 million and $40.0 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.

At September 30, 2023, our variable rate debt consisted of BPLP’s $1.815 billion revolving credit facility (the “Revolving Facility”) under its 2021 Credit Facility and $1.2 billion 2023 Unsecured Term Loan.

As of September 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.

For a summary of our consolidated debt as of September 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.

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,

Noncontrolling interests in property partnerships increased by approximately $4.4 million for the nine months ended September 30, 2023 compared to 2022, as detailed below.

Property Noncontrolling Interests in Property Partnerships for the nine months ended September 30,

2023 2022 Change

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Atlantic Wharf Office Building 11,910 11,069 841

343 Madison Avenue (3) — — —

$ 59,337 $ 54,896 $ 4,441

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

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

(3) 343 Madison Avenue is held for future development (See Notes 4 and 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 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.

For BXP, noncontrolling interest—common units of the Operating Partnership decreased by approximately $74.2 million for the nine months ended September 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.

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

Net income (loss) attributable to Boston Properties, Inc.

and net income (loss) attributable to Boston Properties Limited Partnership decreased approximately $472.8 million and $526.3 million, respectively, for the three months ended September 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 September 30, 2023 to the three months ended September 30, 2022” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following are reconciliations of Net Income (Loss) Attributable to Boston Properties, Inc.

to Net Operating Income and Net Income (Loss) Attributable to Boston Properties Limited Partnership to Net Operating Income for the three months ended September 30, 2023 and 2022.

For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 71.

Three months ended June 30,

Three months ended September 30,

2023 2022 Increase/

(in thousands)

Net Income Attributable to Boston Properties, Inc.

Net Income (Loss) Attributable to Boston Properties, Inc.

$ (111,826) $ 360,977 $ (472,803) (130.98) %

Net Income Attributable to Noncontrolling Interests:

Net (Income) Loss Attributable to Noncontrolling Interests:

Noncontrolling interest—common units of the Operating Partnership

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20,909 18,801 2,108 11.21 %

Net Income 136,184 267,243 (131,059) (49.04) %

Net Income (Loss) (103,543) 420,661 (524,204) (124.61) %

Other Expenses:

Interest expense 147,812 111,846 35,966 32.16 %

Unrealized loss on non-real estate investment 51 — 51 100.00 %

Losses from investments in securities 925 1,571 (646) (41.12) %

Loss from unconsolidated joint ventures 247,556 3,524 244,032 6,924.86 %

Other Income:

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)

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Net Operating Income $ 501,881 $ 488,908 $ 12,973 2.65 %

Three months ended June 30,

Three months ended September 30,

2023 2022 Increase/

(in thousands)

Net Income Attributable to Boston Properties Limited Partnership $ 118,098 $ 253,788 $ (135,690) (53.47) %

Net Income (Loss) Attributable to Boston Properties Limited Partnership $ (122,696) $ 403,578 $ (526,274) (130.40) %

Net Income Attributable to Noncontrolling Interests:

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20,909 18,801 2,108 11.21 %

Net Income 137,866 272,334 (134,468) (49.38) %

Net Income (Loss) (101,787) 422,379 (524,166) (124.10) %

Other Expenses:

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147,812 111,846 35,966 32.16 %

Unrealized loss on non-real estate investment 51 — 51 100.00 %

Losses from investments in securities 925 1,571 (646) (41.12) %

Loss from unconsolidated joint ventures 247,556 3,524 244,032 6,924.86 %

Other Income:

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)

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Net Operating Income $ 501,881 $ 488,908 $ 12,973 2.65 %

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.

and net income attributable to Boston Properties Limited Partnership.

NOI is a non-GAAP financial measure equal to net income (loss) attributable to Boston Properties, Inc.

and net income (loss) attributable to Boston Properties Limited Partnership, as applicable, the most directly comparable GAAP financial measures, plus (1) net (income) loss attributable to noncontrolling interests, interest expense, unrealized loss on non-real estate investment, losses from investments in securities, 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) 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.

and net income (loss) 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.

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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.

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

We believe that in order to understand our operating results, NOI should be examined in conjunction with net income (loss) attributable to Boston Properties, Inc.

and net income (loss) attributable to Boston Properties Limited Partnership as presented in our Consolidated Financial Statements.

NOI should not be considered as a substitute for net income (loss) attributable to Boston Properties, Inc.

or net income (loss) 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.

Comparison of the three months ended September 30, 2023 to the three months ended September 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 128 properties totaling approximately 39.5 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.

The Same Property Portfolio includes properties acquired or placed in-service on or prior to July 1, 2022 and owned and in-service through September 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 July 1, 2022 or disposed of on or prior to September 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 September 30, 2023 and 2022 with respect to the properties that were acquired, placed in-service, in or held for development or redevelopment or sold.

Same Property Portfolio Properties

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Real Estate Operating Expenses 284,483 266,517 17,966 6.74 % 1,007 208 8,758 3,714 47 1,979 159 2,260 294,454 274,678 19,776 7.20 %

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 %

Net Operating Income, Excluding Residential and Hotel 465,005 465,609 (604) (0.13) % 9,218 1,414 16,187 6,182 564 392 392 4,794 491,366 478,391 12,975 2.71 %

Residential Net Operating Income (2) 6,051 5,477 574 10.48 % — — — — — — — 1,839 6,051 7,316 (1,265) (17.29) %

Hotel Net Operating Income (2) 4,464 3,201 1,263 39.46 % — — — — — — — — 4,464 3,201 1,263 39.46 %

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 %

Net Operating Income $ 475,520 $ 474,287 $ 1,233 0.26 % $ 9,218 $ 1,414 $ 16,187 $ 6,182 $ 564 $ 392 $ 392 $ 6,633 $ 501,881 $ 488,908 $ 12,973 2.65 %

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(2) For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 71.

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.

Residential Net Operating Income for the three months ended September 30, 2023 and 2022 is comprised of Residential Revenue of $11,789 and $14,340 less Residential Expenses of $5,738 and $7,024, respectively.

Hotel Net Operating Income for the three months ended September 30, 2023 and 2022 is comprised of Hotel Revenue of $13,484 and $11,749 less Hotel Expenses of $9,020 and $8,548, respectively, per the Consolidated Statements of Operations.

Same Property Portfolio

Lease Revenue (Excluding Termination Income)

Lease revenue (excluding termination income) from the Same Property Portfolio increased by approximately $15.7 million for the three months ended June 30, 2023 compared to 2022.

Lease revenue (excluding termination income) from the Same Property Portfolio increased by approximately $12.0 million for the three months ended September 30, 2023 compared to 2022.

The increase was a result of our average revenue per square foot increasing by approximately $1.80, contributing approximately $18.1 million, partially offset by an approximately $6.1 million decrease due to our average occupancy decreasing from 91.1% to 90.3%.

Termination Income

Termination income decreased by approximately $2.0 million for the three months ended June 30, 2023 compared to 2022.

Termination income for the three months ended June 30, 2023 related to 10 clients across the Same Property Portfolio and totaled approximately $(164,000).

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

Termination income increased by approximately $0.4 million for the three months ended September 30, 2023 compared to 2022.

Termination income for the three months ended September 30, 2023 related to nine clients across the Same Property Portfolio and totaled approximately $2.3 million, which was primarily related to clients that terminated leases early in Seattle.

Termination income for the three months ended September 30, 2022 related to nine clients across the Same Property Portfolio and totaled approximately $2.0 million, which was primarily related to clients that terminated leases early in San Francisco.

Parking and Other Revenue

Parking and other revenue increased by approximately $1.0 million for the three months ended June 30, 2023 compared to 2022.

Parking revenue increased by approximately $1.2 million and was partially offset by a decrease in other revenue of approximately $0.2 million.

Parking and other revenue increased by approximately $5.0 million for the three months ended September 30, 2023 compared to 2022.

Parking and other revenue increased by approximately $1.4 million and $3.6 million, respectively.

The increase in parking revenue was primarily due to an increase in transient and monthly parking.

The increase in other revenue was primarily associated with the View Boston observatory, which was completed and 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 million, or 6.8%, for the three months ended June 30, 2023 compared to 2022, due primarily to increases in real estate taxes of approximately $5.0 million, or 4.0%, and other real estate operating expenses of approximately $9.8 million, or 7.7%.

The increase in real estate taxes was primarily in New York City.

Real estate operating expenses from the Same Property Portfolio increased by approximately $18.0 million, or 6.7%, for the three months ended September 30, 2023 compared to 2022, due primarily to increases in real estate taxes of approximately $4.2 million, or 3.2%, and other real estate operating expenses of approximately $10.5 million, or 7.7%.

The increase in real estate taxes was primarily in Boston.

In addition, there was approximately $3.3 million related to the marketing and operating 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 April 1, 2022 and June 30, 2023.

Rental revenue and real estate operating expenses increased by approximately $21.1 million and $2.4 million, respectively, for the three months ended June 30, 2023 compared to 2022, as detailed below.

The table below lists the properties acquired between July 1, 2022 and September 30, 2023.

Rental revenue and real estate operating expenses increased by approximately $8.6 million and $0.8 million, respectively, for the three months ended September 30, 2023 compared to 2022, as detailed below.

Square Feet Rental Revenue Real Estate Operating Expenses

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(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 $ 10,225 $ 1,622 $ 8,603 $ 1,007 $ 208 $ 799

271,000 $ 10,225 $ 1,622 $ 8,603 $ 1,007 $ 208 $ 799

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(1) Rental revenue for the three months ended June 30, 2022 includes approximately $0.1 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 1, 2022 and June 30, 2023.

Rental revenue and real estate operating expenses from our Properties Placed In-Service Portfolio increased by approximately $25.6 million and $6.6 million, respectively, for the three months ended June 30, 2023 compared to 2022, as detailed below.

The table below lists the properties that were placed in-service or partially placed in-service between July 1, 2022 and September 30, 2023.

Rental revenue and real estate operating expenses from our Properties Placed In-Service Portfolio increased by approximately $15.0 million and $5.0 million, respectively, for the three months ended September 30, 2023 compared to 2022, as detailed below.

Quarter Initially Placed In-Service Quarter Fully Placed In-Service Rental Revenue Real Estate Operating Expenses

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Reston Next Fourth Quarter, 2021 Fourth Quarter, 2022 1,063,296 $ 11,605 $ 9,051 $ 2,554 $ 4,178 $ 2,830 $ 1,348

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 5,330 160 5,170 2,592 288 2,304

880 Winter Street (1) Third Quarter, 2022 Fourth Quarter, 2022 243,618 6,505 684 5,821 1,443 376 1,067

140 Kendrick Street - Building A Third Quarter, 2023 Third Quarter, 2023 104,166 1,505 1 1,504 545 220 325

180 CityPoint Third Quarter, 2023 N/A 329,000 — — — — — —

2,215,929 $ 24,945 $ 9,896 $ 15,049 $ 8,758 $ 3,714 $ 5,044

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

Rental revenue for the three months ended September 30, 2023 includes approximately $0.2 million of termination income.

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 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 $7.6 million and $1.0 million, respectively, for the three months ended June 30, 2023 compared to 2022, as detailed below.

The table below lists the properties that were in or held for development or redevelopment between July 1, 2022 and September 30, 2023.

Rental revenue and real estate operating expenses from our Properties in or Held for Development or Redevelopment Portfolio decreased by approximately $1.8 million and $1.9 million, respectively, for the three months ended September 30, 2023 compared to 2022, as detailed below.

Rental Revenue Real Estate Operating Expenses

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(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 $ — $ — $ — $ — $ 180 $ (180)

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______________

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

(1) 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.

(2) 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, 2023 included approximately $0.7 million of demolition costs

Real estate operating expenses for the three months ended September 30, 2023 included approximately ($0.7) million of demolition costs.

Properties Sold Portfolio

The table below lists the properties we sold between April 1, 2022 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.

The table below lists the properties we sold between July 1, 2022 and September 30, 2023.

Rental revenue and real estate operating expenses from our Properties Sold Portfolio decreased by approximately $9.6 million and $3.3 million, respectively, for the three months ended September 30, 2023 compared to 2022, as detailed below.

Rental Revenue Real Estate Operating Expenses

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(dollars in thousands)

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 $ — $ 7,054 $ (7,054) $ — $ 2,260 $ (2,260)

1,212,088 — 13,089 (13,089) — 4,052 (4,052)

Total Office 478,667 — 7,054 (7,054) — 2,260 (2,260)

The Avant at Reston Town Center (1) November 8, 2022 Residential 329,195 551 3,072 (2,521) 159 1,233 (1,074)

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(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.

Rental Revenue and Real Estate Operating Expenses for the three months ended September 30, 2023 represent the ground-level retail space.

Rental Revenue and Real Estate Operating Expenses for the three months ended September 30, 2022 represent the entire property and not just the portion sold.

Residential Net Operating Income

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

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

Net operating income for our residential same properties increased by approximately $0.6 million for the three months ended September 30, 2023 compared to 2022.

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

Average Monthly Rental Rate (1) Average Rental Rate Per Occupied Square Foot Average Physical Occupancy (2) Average Economic Occupancy (3)

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Hotel Net Operating Income

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

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

The Boston Marriott Cambridge hotel had net operating income of approximately $4.5 million for the three months ended September 30, 2023, representing an increase of approximately $1.3 million compared to the three months ended September 30, 2022.

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

Occupancy 81.6 % 75.8 % 7.7 %

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Development and Management Services Revenue

Development and management services revenue increased by approximately $3.5 million for the three months ended June 30, 2023 compared to 2022.

Development and management services revenue increased by approximately $1.8 million for the three months ended September 30, 2023 compared to 2022.

Development services revenue and management services revenue increased by approximately $0.7 million and $1.1 million, respectively.

The increase in development management services revenue was primarily related to an increase in development fees from unconsolidated joint ventures in the Washington, DC region.

The increase in management services revenue was primarily related to an increase 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.

The increase in management services revenue was primarily related to an increase in property management fees earned from an unconsolidated joint venture in New York City 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 $9.5 million for the three months ended June 30, 2023 compared to 2022 primarily due to increases in compensation expense and other general and administrative expenses of approximately $8.8 million and $0.7 million, respectively.

The increase in compensation expense was related to (1) an approximately $6.3 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.

General and administrative expense decreased by approximately $1.1 million for the three months ended September 30, 2023 compared to 2022 primarily due to decreases in compensation expense of approximately $1.3 million, partially offset by an approximately $0.2 million increase in other general and administrative expenses.

The decrease in compensation expense related to an approximately $0.7 million decrease in the value of our deferred compensation plan and an approximately $0.6 million decrease in other compensation expenses.

Capitalized wages for the three months ended June 30, 2023 and 2022 were approximately $4.6 million and $4.1 million, respectively.

Capitalized wages for the three months ended September 30, 2023 and 2022 were approximately $4.4 million and $3.9 million, respectively.

These costs are not included in the general and administrative expenses discussed above.

Transaction Costs

Transaction costs decreased by approximately $0.2 million for the three months ended June 30, 2023 compared to 2022 due primarily to costs incurred in connection with the pursuit and formation of new joint ventures.

Transaction costs decreased by approximately $0.9 million for the three months ended September 30, 2023 compared to 2022 due primarily to decreased costs incurred in connection with the pursuit and formation of new joint ventures during the three months ended September 30, 2022, that did not recur in 2023.

In general, transaction costs relating to the formation of new joint ventures and the pursuit of other transactions are expensed as incurred.

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For additional information see the Explanatory Note that immediately follows the cover page of this Quarterly Report on Form 10-Q.

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

Portfolio Depreciation and Amortization for the three months ended June 30,

Depreciation and amortization expense increased by approximately $16.8 million for the three months ended September 30, 2023 compared to 2022, as detailed below.

Portfolio Depreciation and Amortization for the three months ended September 30,

2023 2022 Change

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$ 207,435 $ 190,675 $ 16,760

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

Portfolio Depreciation and Amortization for the three months ended June 30,

Depreciation and amortization expense increased by approximately $16.7 million for the three months ended September 30, 2023 compared to 2022, as detailed below.

Portfolio Depreciation and Amortization for the three months ended September 30,

2023 2022 Change

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Loss from Unconsolidated Joint Ventures

For the three months ended June 30, 2023 compared to 2022, loss from unconsolidated joint ventures increased by approximately $6.6 million due primarily to an increase in interest expense due to increasing interest rates on variable rate debt.

For the three months ended September 30, 2023 compared to 2022, loss from unconsolidated joint ventures increased by approximately $244.0 million primarily due to non-cash impairment charges related to our investments in 360 Park Avenue South, 200 Fifth Avenue, Platform 16, and Safeco Plaza of approximately $54.0 million, $33.4 million, $155.2 million, and $29.9 million, respectively, partially offset by an approximately $35.8 million gain on investment related to our Metropolitan Square joint venture interest (See Note 5 to the Consolidated Financial Statements).

Gains on Sales of Real Estate

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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.

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.

Gains on sales of real estate decreased by approximately $96.2 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 $96.2 million related to the sale of Virginia 95 Office Park in Springfield, Virginia.

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.

Gains on sales of real estate decreased by approximately $261.8 million for the three months ended September 30, 2023 compared to 2022, as detailed below.

Name Date Sold Property Type Square Feet Sale Price Net Cash Proceeds Gain on Sale of Real Estate

(dollars in millions)

N/A $ — $ — $ — (1)

601 Massachusetts Avenue August 30, 2022 Office 478,667 $ 531.0 $ 512.3 $ 237.4

Broadrun Land Parcel September 15, 2022 Land N/A 27.0 25.6 24.4

$ 558.0 $ 537.9 $ 261.8 (2)

(1) Excludes approximately $0.5 million of gains on sales of real estate recognized during the three months ended September 30, 2023 related to gain amounts from sales of real estate occurring in prior periods.

(2) Excludes approximately $0.5 million of gains on sales of real estate recognized during the three months ended September 30, 2022 related to gain amounts from sales of real estate occurring in prior periods.

Gains on sales of real estate decreased by approximately $261.8 million for the three months ended September 30, 2023 compared to 2022, as detailed below.

Name Date Sold Property Type Square Feet Sale Price Net Cash Proceeds Gain on Sale of Real Estate

(dollars in millions)

N/A $ — $ — $ — (1)

601 Massachusetts Avenue August 30, 2022 Office 478,667 $ 531.0 $ 512.3 $ 237.5

Broadrun Land Parcel September 15, 2022 Land N/A 27.0 25.6 24.4

$ 558.0 $ 537.9 $ 261.9 (2)

(2) Excludes approximately $0.4 million of gains on sales of real estate recognized during the three months ended September 30, 2022 related to gain amounts from sales of real estate occurring in prior periods.

Interest and Other Income (Loss)

Interest and other income (loss) increased by approximately $16.1 million for the three months ended June 30, 2023 compared to 2022, 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

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 three 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.

Interest and other income (loss) increased by approximately $17.0 million for the three months ended September 30, 2023 compared to 2022, due primarily to an increase of approximately $17.1 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 $0.1 million.

Losses from Investments in Securities

Losses from investments in securities for the three months ended September 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 three months ended June 30, 2023 and 2022, we recognized gains (losses) of approximately $1.6 million and $(4.7) million, respectively, on these investments.

By comparison, our general and administrative expense increased (decreased) by approximately $1.6 million and $(4.7) million during the three 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

The performance of these investments is recorded as losses from investments in securities.

During the three months ended September 30, 2023 and 2022, we recognized losses of approximately $0.9 million and $1.6 million, respectively, on these investments.

By comparison, our general and administrative expense decreased by approximately $0.9 million and $1.6 million during the three months ended September 30, 2023 and 2022, respectively, as a result of 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 Loss 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 three months ended June 30, 2023, we recognized an unrealized gain of approximately $0.1 million due to the observable changes in the fair value of the investments.

As a result, for the three months ended September 30, 2023, we recognized an unrealized loss of approximately $51,000 due to the observable changes in the fair value of the investments.

Interest Expense

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

Component Change in interest expense for the three months ended June 30, 2023 compared to June 30, 2022

Interest expense increased by approximately $36.0 million for the three months ended September 30, 2023 compared to 2022, as detailed below.

Component Change in interest expense for the three months ended September 30, 2023 compared to September 30, 2022

(in thousands)

Increases to interest expense due to:

Increase in interest associated with unsecured term loans and unsecured credit facility, net $ 14,217

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 12,225

Increase in interest associated with unsecured term loans and unsecured credit facility, net 9,347

Increase in interest due to finance lease for one in-service property 2,879

Decrease in capitalized interest related to development projects 963

Amortization expense of financing fees primarily related to unsecured term loan 348

1 unchanged sentence

Total increases to interest expense 37,540

Decreases to interest expense due to:

Repayment of $500 million in aggregate principal of 3.125% senior notes due 2023 on September 1, 2023 (1,301)

Increase in capitalized interest related to development projects (273)

Total decreases to interest expense (1,574)

Total change in interest expense $ 35,966

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, 2023 and 2022 was approximately $10.6 million and $14.1 million, respectively.

Interest capitalized for the three months ended September 30, 2023 and 2022 was approximately $9.7 million and $12.2 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 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.

At September 30, 2023, our variable rate debt consisted of BPLP’s $1.815 billion Revolving Facility under its 2021 Credit Facility and $1.2 billion 2023 Unsecured Term Loan.

As of September 30, 2023, the Revolving Facility did not have a balance outstanding and the 2023 Unsecured Term Loan had $1.2 billion outstanding.

Noncontrolling Interests in Property Partnerships

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

Property Noncontrolling Interests in Property Partnerships for the three months ended June 30,

Noncontrolling interests in property partnerships increased by approximately $2.1 million for the three months ended September 30, 2023 compared to 2022, as detailed below.

Property Noncontrolling Interests in Property Partnerships for the three months ended September 30,

2023 2022 Change

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Atlantic Wharf Office Building 4,071 3,578 493

343 Madison Avenue (2) — — —

$ 20,909 $ 18,801 $ 2,108

1 unchanged sentence

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

(2) 343 Madison Avenue is held for future development (See Notes 4 and 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 by approximately $13.6 million for the three months ended June 30, 2023 compared to 2022 due primarily to a decrease in allocable

income, which included recognizing a greater gain on sales of real estate during 2022.

For BXP, noncontrolling interest—common units of the Operating Partnership decreased by approximately $53.5 million for the three months ended September 30, 2023 compared to 2022 due primarily to a decrease in allocable income, which included recognizing a greater gain on sales of real estate during 2022.

Due to our ownership structure, there is no corresponding line item on BPLP’s financial statements.

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• fund normal recurring expenses;

• meet debt service and principal repayment obligations and balloon payments on maturing debt, including $500 million of 3.125% unsecured senior notes due September 1, 2023 and $700 million of 3.800% unsecured senior notes due February 1, 2024;

• meet debt service and principal repayment obligations and balloon payments on maturing debt, including the $1.2 billion Unsecured Term Loan maturing May 16, 2024 (unless we exercise the one-year extension option, subject to certain conditions) and $700 million of 3.800% unsecured senior notes due February 1, 2024;

• 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;

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

• 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 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, construction loans, unsecured term loans, proceeds from asset sales and BPLP’s Revolving Facility.

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, proceeds from asset sales and BPLP’s Revolving Facility.

We use BPLP’s Revolving 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, the extent of pre-leasing, our available cash and access to cost effective capital at the given time.

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

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

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.

The following table presents information on properties under construction/redevelopment as of September 30, 2023 (dollars in thousands):

Estimated Future Equity Requirement (1)(2)(4) Percentage Leased (5)

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)

Reston Next Office Phase II Second Quarter, 2025 Reston, VA 1 90,000 35,535 61,000 — — 25,465 — %

360 Park Avenue South (42% ownership) Q4 2025 New York, NY 1 450,000 $ 207,253 $ 248,000 $ 92,774 $ 92,768 $ 40,741 18 % (6)

Reston Next Office Phase II Q2 2025 Reston, VA 1 90,000 38,910 61,000 — — 22,090 — %

Total Office Properties under Construction/Redevelopment 2 540,000 246,163 309,000 92,774 92,768 62,831 15 %

Laboratory/Life Sciences

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

103 CityPoint Third Quarter, 2024 Waltham, MA 1 113,000 75,251 115,100 — — 39,849 — %

180 CityPoint Fourth Quarter, 2024 Waltham, MA 1 329,000 191,337 274,700 — — 83,363 43 %

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 — %

651 Gateway (50% ownership) (Redevelopment) Fourth Quarter, 2025 South San Francisco, CA 1 327,000 76,106 146,500 — — 70,394 14 %

290 Binney Street Second Quarter, 2026 Cambridge, MA 1 566,000 152,817 1,185,200 — — 1,032,383 100 %

103 CityPoint Q3 2025 Waltham, MA 1 113,000 84,873 115,100 — — 30,227 — %

180 CityPoint Q3 2025 Waltham, MA 1 329,000 207,941 290,500 — — 82,559 43 % (7)

300 Binney Street (Redevelopment) Q1 2025 Cambridge, MA 1 236,000 39,049 205,300 — — 166,251 100 %

105 Carnegie Center (Redevelopment) Q2 2025 Princeton, NJ 1 73,000 2,062 40,600 — — 38,538 — %

651 Gateway (50% ownership) (Redevelopment) Q4 2025 South San Francisco, CA 1 327,000 94,241 167,100 — — 72,859 21 %

290 Binney Street Q2 2026 Cambridge, MA 1 566,000 210,885 1,116,300 — — 905,415 100 %

Total Laboratory/Life Sciences Properties under Construction/Redevelopment 6 1,644,000 639,051 1,934,900 — — 1,295,849 62 %

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 — %

Skymark - Reston Next Residential (508 units) (20% ownership) Q2 2026 Reston, VA 1 417,000 28,815 47,700 28,000 10,733 1,618 — %

Total Residential Property under Construction 1 417,000 28,815 47,700 28,000 10,733 1,618 —

760 Boylston Street (Redevelopment) Second Quarter, 2024 Boston, MA 1 118,000 9,643 43,800 — — 34,157 100 %

Reston Next Retail Fourth Quarter, 2025 Reston, VA 1 33,000 20,610 26,600 — — 5,990 — %

760 Boylston Street (Redevelopment) Q2 2024 Boston, MA 1 118,000 14,742 43,800 — — 29,058 100 %

Reston Next Retail Q4 2025 Reston, VA 1 33,000 21,978 26,600 — — 4,622 — %

Total Retail Properties under Construction/Redevelopment 2 151,000 36,720 70,400 — — 33,680 78 %

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(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.

(3) Includes approximately $157.6 million of unpaid but accrued construction costs and leasing commissions.

(4) Excludes approximately $157.6 million of unpaid but accrued construction costs and leasing commissions.

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

(6) The redevelopment project was completed and fully placed in-service on July 20, 2023 .

(5) Represents percentage leased as of October 30, 2023, including leases with future commencement dates.

(6) Investment to Date includes all related costs incurred prior to the contribution of the property by us to the joint venture on December 15, 2021 totaling approximately $107 million and our proportionate share of the loan.

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thereafter, the joint venture partners will fund required capital according to their percentage interests.

Investment to date excludes approximately $54.0 million of an impairment charge.

(7) As of September 30, 2023, this property was 5% placed in-service.

(8) Percentage leased excludes the residential property.

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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 interest payments on our outstanding indebtedness, and satisfy our REIT distribution requirements.

As of June 30, 2023, we had 13 properties under development or redevelopment.

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), make interest payments on our outstanding indebtedness, and satisfy our REIT distribution requirements.

As of September 30, 2023, we had 11 properties under development or redevelopment.

Our share of the estimated total investment for these projects is approximately $2.4 billion, of which approximately $1.4 billion remains to be funded primarily with equity through 2026.

In the second quarter of 2023, we completed the development/redevelopment of:

• 2100 Pennsylvania Avenue, an approximately 476,000 square foot premier workplace located in Washington, DC, for an estimated total investment of $375.9 million.

The property was 91% leased, including leases with future commencement dates, as of July 28, 2023.

• View Boston Observatory, an observatory encompassing the top three floors of 800 Boylston Street - The Prudential Center in Boston, Massachusetts, for an estimated total investment of $182.3 million.

On July 20, 2023, we completed 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 of the estimated total investment to complete Phase 1 of the project was approximately $231.9 million.

As of June 30, 2023, we had invested approximately $100.5 million in this phase 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.

In the third quarter of 2023, we completed the development/redevelopment of:

• 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 the first Net Zero, Carbon Neutral office repositioning of its scale in Massachusetts.

The property is 100% leased.

• 751 Gateway, an approximately 231,000 net rentable square foot laboratory/life sciences property in South San Francisco, California.

The property is 100% leased.

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.

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.

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 million aggregate principal amount of BPLP’s 3.125% senior unsecured notes, which mature on September 1, 2023, and for general corporate purposes.

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 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.

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 maturity date of its loan collateralized by 100 Causeway Street.

100 Causeway Street is an approximately 634,000 square foot premier workplace located in Boston, Massachusetts and is approximately 95% leased.

Our 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 million (our share) of debt maturing through the end of 2024.

We expect to fund the foregoing debt maturities using available cash balances, proceeds from asset sales, draws on BPLP’s Revolving Facility, and/or through refinancings using secured debt, unsecured debt or both.

We expect our quarterly net interest expense will increase moderately for the remainder of 2023 and into 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 debt, and lower interest income as we use cash balances to repay debt and fund our development pipeline.

As of July 28, 2023, we had available cash of approximately $1.4 billion (of which approximately $81.7 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 billion available under BPLP’s Revolving Facility and our available cash, as of July 28, 2023, are sufficient to fund our remaining capital requirements on existing development and redevelopment projects, fund acquisitions, repay our maturing indebtedness when due (if not refinanced), satisfy our REIT distribution requirements and still allow us to act opportunistically on attractive investment opportunities.

The 343 Madison Avenue project contemplates the construction of Phase 1 and Phase 2 (See Note 4 to the Consolidated Financial Statements).

Subsequently, on August 1, 2023, the joint venture executed an up to 99-year ground lease with the Metropolitan Transportation Authority for the approximately 25,000 square foot site.

Since June 30, 2023, we further strengthened our balance sheet by addressing the remaining 2023 debt maturities, and sourcing additional liquidity in the bank market.

Notable transactions include:

• We exercised a portion of the Accordion with three new lenders to the 2021 Credit Facility and entered into a lender agreement with each of the New Lenders to provide an aggregate of $315.0 million in additional revolving credit commitments, which increased the current maximum borrowing amount under the 2021 Credit Facility from $1.5 billion to $1.815 billion.

• A joint venture in which we have a 50% interest exercised an option to extend by one year the maturity date of its loan collateralized by 100 Causeway in Boston, Massachusetts.

The approximately 635,000 square foot premier workplace located in Boston, Massachusetts is approximately 95% leased as of September 30, 2023.

After making an approximately $4.0 million principal repayment, the modified and extended loan had an outstanding balance of $336.6 million and the interest rate was reduced from Term SOFR plus 1.60% to Term SOFR plus 1.48% per annum.

The loan now matures on September 5, 2024, with a one-year extension option, subject to certain conditions.

• A joint venture in which we have a 50% interest modified the loan collateralized by its Hub on Causeway - Podium property located in Boston, Massachusetts.

The modified loan now matures on September 8, 2025, with a one-year extension option, subject to certain conditions.

After making an approximately $20.0 million repayment, the modified loan had an outstanding balance of $154.3 million.

The interest rate changed from Term SOFR plus 2.35% per annum to Daily SOFR plus 2.50% per annum.

The joint venture entered into

interest rate swap contracts resulting in a weighted-average fixed rate of approximately 7.35% per annum through September 8, 2025.

• A joint venture in which we have a 25% interest exercised its second extension option with the lender, an affiliate of ours, under the land loan collateralized by the land and improvements at its 3 Hudson Boulevard property located in New York, New York.

The land loan now matures on February 9, 2024.

• We completed the repayment of $500.0 million in aggregate principal amount of 3.125% senior notes due September 1, 2023.

The repayment price was approximately $507.8 million, which included the entire principal amount plus approximately $7.8 million of accrued and unpaid interest.

The mortgage loan, totaling $600 million, requires interest-only payments at Daily Compounded SOFR plus 2.25% per annum until maturity on October 26, 2028.

We intend to use the net proceeds from this financing and available cash to repay the $700 million of 3.800% unsecured senior notes due February 1, 2024.

Our 2024 debt maturities include $700.0 million aggregate principal amount of BPLP’s 3.800% unsecured senior notes, which mature on February 1, 2024 and the $1.2 billion 2023 Unsecured Term Loan that matures on May 16, 2024 (unless we exercise the one-year extension option, subject to certain conditions).

In our unconsolidated joint venture portfolio, we have approximately $405.4 million (our share) of debt maturing in 2024.

We expect to fund the foregoing debt maturities using available cash balances, proceeds from asset sales, draws on BPLP’s Revolving Facility, exercising extension options, and/or through refinancings using secured debt, unsecured debt or both.

We expect our quarterly net interest expense will increase for the remainder of 2023 and into 2024 compared to the first nine months of 2023 primarily due to the cessation of capitalized interest on our 2023 development deliveries, higher interest rates on maturing debt that we refinance, and lower interest income as we use cash balances to repay debt and fund our development pipeline.

As of October 30, 2023, we had available cash of approximately $1.4 billion (of which approximately $93 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 $1.8 billion available under BPLP’s Revolving Facility and our available cash, as of October 30, 2023, are sufficient to fund our remaining capital requirements on existing development and redevelopment projects, fund acquisitions, repay our maturing indebtedness when due (if not 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 equity markets, and our leverage at the time, we may decide to access one or more of these capital sources.

Depending on interest rates, the overall conditions in the 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.

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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.

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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 and $502.9 million at June 30, 2023 and 2022, respectively, representing an increase of approximately $1.1 billion.

Cash and cash equivalents and cash held in escrows aggregated approximately $930.4 million and $448.9 million at September 30, 2023 and 2022, respectively, representing an increase of approximately $481.6 million.

The following table sets forth changes in cash flows:

Six months ended June 30,

Nine months ended September 30,

2023 2022 Change

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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, with occupancy rates historically in the range of 88% to 94%.

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 September 30, 2023, with occupancy rates historically in the range of 88% to 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.

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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 months ended June 30, 2023 and June 30, 2022 is detailed below:

Six months ended June 30,

Cash used in investing activities for the nine months ended September 30, 2023 and September 30, 2022 is detailed below:

Nine months ended September 30,

(in thousands)

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

(1) On September 16, 2022, we acquired 125 Broadway in Cambridge, Massachusetts for a net purchase price, including transaction costs, of approximately $592.4 million.

The acquisition was completed with available cash and borrowings under BPLP’s Revolving Facility.

125 Broadway is a 271,000 net rentable square foot, six-story, laboratory/life sciences property.

On May 17, 2022, we completed the acquisition 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.

(2) Construction in progress for the six months ended June 30, 2023 included ongoing expenditures associated with 2100 Pennsylvania Avenue and the View Boston Observatory at The Prudential Center, which were both fully placed in-service during the six months ended June 30, 2023.

In addition, we incurred costs associated with our continued development/redevelopment of 180 CityPoint, 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 in progress for the six months ended June 30, 2022 included ongoing expenditures associated with Reston Next and 2100 Pennsylvania Avenue, which are partially placed in-service, 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 of 180 CityPoint, View Boston Observatory at The Prudential Center, 880 Winter Street, 103 CityPoint and Reston Next Office Phase II.

(3) On June 15, 2022, we completed the sale of our Virginia 95 Office Park properties located in Springfield, Virginia for an aggregate gross sale price of $127.5 million.

(2) Construction in progress for the nine months ended September 30, 2023 included ongoing expenditures associated with 2100 Pennsylvania Avenue, 140 Kendrick Street Building A and the View Boston observatory at The Prudential Center, which were fully placed in-service during the nine months ended September 30, 2023 and 180 CityPoint that was partially placed in-service during the nine months ended September 30, 2023.

In addition, we incurred costs associated with our continued development/redevelopment of 103 CityPoint, Reston Next Office Phase II, 760 Boylston Street, 105 Carnegie Center, 290 Binney Street and 300 Binney Street.

Construction in progress for the nine months ended September 30, 2022 included ongoing expenditures associated with Reston Next, 2100 Pennsylvania Avenue and 880 Winter Street, each of which were partially placed in-service, and 325 Main Street, which was completed and fully placed in-service during the nine months ended September 30, 2022.

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 and 760 Boylston Street.

(3) On September 15, 2022, we completed the sale of two parcels of land located in Loudoun County, Virginia for a gross sale price of $27.0 million.

Net cash proceeds totaled approximately $25.6 million, resulting in a gain on sale of real estate totaling approximately $24.4 million for BXP and BPLP.

On August 30, 2022, we completed the sale of 601 Massachusetts Avenue located in Washington, DC for a gross sale price of $531.0 million.

Net cash proceeds totaled approximately $512.3 million, resulting in a gain on sale of real estate totaling approximately $237.4 million for BXP and approximately $237.5 million for BPLP.

601 Massachusetts Avenue is an approximately 479,000 net rentable square foot premier workplace.

On June 15, 2022, we completed 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.

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The property was 100% leased.

(5) Capital contributions to unconsolidated joint ventures for the six months ended June 30, 2023 consisted primarily of cash contributions of approximately $30.2 million, $26.5 million, $17.5 million, $10.9 million and $8.3 million to our Gateway Commons, Platform 16, Worldgate Drive, Dock 72 and 751 Gateway joint ventures, respectively.

(5) Capital contributions to unconsolidated joint ventures for the nine months ended September 30, 2023 consisted primarily of cash contributions of approximately $46.8 million, $32.8 million, $17.5 million, $14.4 million and $9.5 million to our 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.

Capital contributions to unconsolidated joint ventures for the nine months ended September 30, 2022 consisted primarily of cash contributions of approximately $44.8 million, $31.6 million and $16.4 million to our Gateway Commons, Platform 16 and 751 Gateway joint ventures, respectively.

(6) Capital distributions from unconsolidated joint ventures for the nine months ended September 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 nine months ended September 30, 2022 consisted primarily of cash distributions 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.

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On June 27, 2022, the borrower repaid the loan in full, including approximately $1.6 million of accrued interest.

Cash provided by financing activities for the six months ended June 30, 2023 totaled approximately $833.4 million.

This amount consisted primarily of borrowings under the 2023 Unsecured Term Loan and the proceeds from the issuance by BPLP of $750 million in aggregate principal amount of its 6.500% unsecured senior notes due 2034, partially offset by the repayment of BPLP’s $730 million unsecured credit agreement (the “2022 Unsecured Term Loan”) and payment of our regular dividends and distributions to our shareholders and unitholders and distributions to noncontrolling interests in property partnerships.

Cash provided by financing activities for the nine months ended September 30, 2023 totaled approximately $154.8 million.

This amount consisted primarily of borrowings under the 2023 Unsecured Term Loan and the proceeds from the issuance by BPLP of $750 million in aggregate principal amount of its 6.500% unsecured senior notes due 2034, partially offset by the repayment of BPLP’s $730 million unsecured credit agreement (the “2022 Unsecured Term Loan”), repayment of BPLP’s $500 million in aggregate principal amount of its 3.125% unsecured senior notes due September 1, 2023 and payment of our regular dividends and distributions to our shareholders and unitholders and distributions to noncontrolling interests in property partnerships.

Future debt payments are discussed below under the heading “Debt Financing .”

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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):

June 30, 2023

September 30, 2023

Shares / Units Outstanding Common Stock Equivalent Equivalent Value (1)

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_______________

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

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

(1) Values are based on the closing price per share of BXP’s Common Stock on the New York Stock Exchange on September 29, 2023 of $59.48.

(3) See page 94 for additional information.

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(1) our consolidated debt;

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

(2) the product of (x) the closing price per share of BXP Common Stock on September 29, 2023, as reported by the New York Stock Exchange, multiplied by (y) the sum of:

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

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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 - 2023 MYLTIP Units are not included in this calculation as of June 30, 2023.

Because their three-year performance periods have not yet ended, 2021 - 2023 MYLTIP Units are not included in this calculation as of September 30, 2023.

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

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.

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Debt Financing

As of June 30, 2023, we had approximately $15.5 billion of outstanding consolidated indebtedness, representing approximately 60.46% of our Consolidated Market Capitalization as calculated above consisting of approximately (1) $11.0 billion (net of discount and deferred financing fees) in publicly traded unsecured senior notes having a GAAP weighted-average interest rate of 3.88% per annum and maturities in 2023 through 2034, (2) $3.3 billion (net of deferred financing fees) of property-specific mortgage debt having a GAAP weighted-average interest rate of 3.42% per annum and a weighted-average term of 5.3 years and (3) $1.2 billion outstanding under BPLP’s 2023 Unsecured Term Loan that matures on May 16, 2024.

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, as well as Consolidated Debt Financing Statistics at June 30, 2023 and June 30, 2022.

As of September 30, 2023, we had approximately $15.0 billion of outstanding consolidated indebtedness, representing approximately 58.90% of our Consolidated Market Capitalization as calculated above consisting of approximately (1) $10.5 billion (net of discount and deferred financing fees) in publicly traded unsecured senior notes having a GAAP weighted-average interest rate of 3.91% per annum and maturities in 2024 through 2034, (2) $3.3 billion (net of deferred financing fees) of property-specific mortgage debt having a GAAP weighted-average interest rate of 3.42% per annum and a weighted-average term of 5.1 years and (3) $1.2 billion outstanding under BPLP’s 2023 Unsecured Term Loan that matures on May 16, 2024.

September 30,

(dollars in thousands)

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BXP’s Share of Debt $ 15,120,033 $ 13,925,599

September 30,

Consolidated Debt Financing Statistics:

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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.

The 2021 Credit Facility provides for borrowings of up to $1.815 billion, as described below, through 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 utilizing the Accordion.

On September 28, 2023, BPLP exercised a portion of the Accordion with three New Lenders to the 2021 Credit Facility.

Each of the New Lenders entered into a lender agreement with BPLP to provide an aggregate of $315.0 million in additional revolving credit commitments, which

increased the maximum borrowing amount under the 2021 Credit Facility from $1.5 billion to $1.815 billion.

All other terms of the 2021 Credit Facility remain unchanged.

On June 1, 2023, BPLP amended its 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 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.

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 and July 28, 2023, BPLP had no borrowings under its Revolving Facility and outstanding letters of credit totaling approximately $6.7 million, with the ability to borrow approximately $1.5 billion.

Based on BPLP’s September 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 September 30, 2023 and October 30, 2023, BPLP had no borrowings under its Revolving Facility and outstanding letters of credit totaling approximately $6.7 million, with the ability to borrow approximately $1.8 billion.

Unsecured Term Loan

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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 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.

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.

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.

As of September 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 September 30, 2023 (See Note 7 to the Consolidated Financial Statements).

At September 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.

Based on BPLP’s credit rating as of June 30, 2023, the interest rate for the 2023 Unsecured Term Loan would be 6.09% (See Note 7 to the Consolidated Financial Statements).

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 7 to the Consolidated Financial Statements).

Unsecured Senior Notes

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

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

On May 15, 2023, BPLP completed a public offering of $750.0 million in aggregate principal amount of its 6.500% unsecured senior notes due 2034.

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The aggregate net proceeds from the offering were approximately $741.3 million after deducting underwriting discounts and transaction expenses.

On September 1, 2023, BPLP completed the repayment of $500.0 million in aggregate principal amount of its 3.125% senior notes due September 1, 2023.

The repayment price was approximately $507.8 million, which was equal to the stated principal plus approximately $7.8 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.

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, BPLP was in compliance with each of these financial restrictions and requirements.

At September 30, 2023, BPLP was in compliance with each of these financial restrictions and requirements.

Mortgage Notes Payable

The following represents the outstanding principal balances due under the mortgage notes payable at June 30, 2023:

The following represents the outstanding principal balances due under the mortgage notes payable at September 30, 2023 (See Note 14 to the Consolidated Financial Statements):

Properties Stated Interest Rate GAAP Interest Rate (1) Stated Principal Amount Deferred Financing Costs, Net Carrying Amount Carrying Amount (Partners ’ Share)

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(4) 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, the maximum funding obligation under the guarantee was approximately $11.2 million.

As of September 30, 2023, the maximum funding obligation under the guarantee was approximately $10.0 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).

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See also Note 5 to the Consolidated Financial Statements.

At June 30, 2023, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by these ventures was approximately $4.1 billion (of which our proportionate share is approximately $1.6 billion).

The table below summarizes the outstanding debt of these joint venture properties at June 30, 2023.

At September 30, 2023, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by these ventures was approximately $4.0 billion (of which our proportionate share is approximately $1.5 billion).

The table below summarizes the outstanding debt of these joint venture properties at September 30, 2023.

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.

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901 New York Avenue 25.00 % 3.61 % 3.69 % 208,686 (223) 208,463 52,116 January 5, 2025

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 % 80,000 — 80,000 20,000 (2) (15) February 9, 2024

Metropolitan Square 20.00 % 7.25 % 8.03 % 420,000 (1,712) 418,288 — (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 20.00 % 7.33 % 7.65 % 53,665 (1,172) 52,493 10,499 (2)(3) (17) May 13, 2026

Total $ 4,070,079 $ (21,092) $ 4,048,987 $ 1,518,195

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(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.

(6) The construction financing 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 interest at a variable rate equal to SOFR plus 2.35% per annum.

(6) The 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 loan bears interest at a variable rate equal to Daily Simple SOFR plus 2.50% per annum.

The joint venture entered into interest rate swap contracts with notional amounts aggregating $154.3 million through September 2, 2025, resulting in a fixed rate of approximately 7.35% per 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.

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(9) The loan bears interest at a variable rate equal to SOFR plus 1.48% 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.

(10) The loan 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.

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Our portion of the loan has been reflected as Related Party Note Receivable, Net on our Consolidated Balance Sheets.

(14) 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.

(14) The loan bears 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.

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(15) 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 bears interest at a variable rate equal to Term SOFR plus 3.61% per annum.

The loan has been reflected as Related Party Note Receivable, Net on our Consolidated Balance Sheets.

As of June 30, 2023, the loan has approximately $23.2 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.

As of September 30, 2023, the loan has approximately $25.6 million of accrued interest due at the maturity date.

(16) The joint venture completed a two-step restructuring of the ownership in this property, which resulted in (i) an affiliate of the existing mezzanine lender purchasing the property and becoming the a new property owner and us no longer having an equity interest in the property and (ii) us becoming a co-lender of up to $20.0 million under the New Mezz Loan.

Step one of the restructuring was completed on September 13, 2023, and resulted in, among other things, (i) the cessation of our obligation to fund future investments through our then 20% equity interest, which caused us to recognize a gain on investment of approximately $35.8 million related to its deficit investment balance, which was primarily due to excess distributions, and (ii) the removal of the property from our in-service portfolio.

Step two of the restructuring was completed on October 2, 2023, and included (i) the sale of the property and assignment of the Senior Loan to the new owner, and (ii) the closing of a New Mezz Loan with a maximum principal amount of $100.0 million that is senior to the Existing Mezz Loan and subordinate to the Senior Loan (See Notes 5 and 14 to the Consolidated Financial Statements).

(17) The construction financing has a borrowing capacity of $140.0 million.

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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, 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.

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 useful measures for understanding and comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO 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

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.

The following table presents a reconciliation of net income attributable to Boston Properties, Inc.

Management generally considers FFO to be useful measures 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.

We believe that in order to facilitate a clear understanding of our operating results, FFO should be examined in conjunction with net income (loss) attributable to Boston Properties, Inc.

and net income (loss) attributable to Boston Properties Limited Partnership as presented in our Consolidated Financial Statements.

FFO should not be considered as a substitute for net income (loss) attributable to Boston Properties, Inc.

The following table presents a reconciliation of net income (loss) attributable to Boston Properties, Inc.

to FFO attributable to Boston Properties, Inc.

for the three months ended June 30, 2023 and 2022:

Three months ended June 30,

for the three months ended September 30, 2023 and 2022:

Three months ended September 30,

(in thousands)

Net income attributable to Boston Properties, Inc.

Net income (loss) attributable to Boston Properties, Inc.

$ ( 111,826 ) $ 360,977

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Noncontrolling interests in property partnerships 20,909 18,801

Net income 136,184 267,243

Net income (loss) (103,543) 420,661

Depreciation and amortization 207,435 190,675

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Corporate-related depreciation and amortization (446) (431)

Impairment losses included within loss on investment unconsolidated joint ventures (1) 272,603 —

Gain on investment included within loss from unconsolidated joint ventures (2) 35,756 —

Gains on sales of real estate 517 262,345

Unrealized gain on non-real estate investment 124 —

Unrealized loss on non-real estate investment (51) —

Noncontrolling interests in property partnerships 20,909 18,801

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Weighted average shares outstanding—basic 156,880 156,754

The following tables presents a reconciliation of net income attributable to Boston Properties, Inc.

(1) During the three months ended September 30, 2023, we recognized an other-than-temporary impairment loss on our investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza of approximately $155.2 million, $54.0 million, $33.4 million and $29.9 million, respectively (See Note 5 to the Consolidated Financial Statements).

(2) On September 13, 2023, a joint venture in which we owned a 20% equity interest completed the first step of a two-step restructuring of the ownership in Metropolitan Square, which resulted in, among other things, (i) the cessation of our obligation to fund future investments through our then 20% equity interest, which caused us to recognize a gain on investment of approximately $35.8 million related to our deficit investment balance, which was primarily due to excess distributions, and (ii) the removal of the property from our in-service portfolio (See Notes 5 and 14 of the Consolidated Financial Statements).

The following tables presents a reconciliation of net income (loss) 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 and 2022:

Three months ended June 30,

for income (numerator) and shares/units (denominator) for the three months ended September 30, 2023 and 2022:

Three months ended September 30,

(in thousands)

Net income attributable to Boston Properties, Inc.

Net income (loss) attributable to Boston Properties, Inc.

$ (111,826) $ 360,977

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Noncontrolling interests in property partnerships 20,909 18,801

Net income 136,184 267,243

Net income (loss) (103,543) 420,661

Depreciation and amortization 207,435 190,675

2 unchanged sentences

Corporate-related depreciation and amortization (446) (431)

Impairment losses included within loss on investment unconsolidated joint ventures (1) 272,603 —

Gain on investment included within loss from unconsolidated joint ventures (2) 35,756 —

Gains on sales of real estate 517 262,345

Unrealized gain on non-real estate investment 124 —

Unrealized loss on non-real estate investment (51) —

Noncontrolling interests in property partnerships 20,909 18,801

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(3) $ 292,888 $ 299,851

(1) BXP’s share of diluted Funds from Operations was 89.77% and 89.89% for the three months ended June 30, 2023 and 2022, respectively.

Three months ended June 30,

(3) BXP’s share of diluted Funds from Operations was 89.73% and 89.90% for the three months ended September 30, 2023 and 2022, respectively.

Three months ended September 30,

shares/units (in thousands)

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_______________

(1) BXP’s share of diluted Funds from Operations was 89.77% and 89.89% for the three months ended June 30, 2023 and 2022, respectively.

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 and 2022:

Three months ended June 30,

(1) BXP’s share of diluted Funds from Operations was 89.73% and 89.90% for the three months ended September 30, 2023 and 2022, respectively.

The following table presents a reconciliation of net income (loss) attributable to Boston Properties Limited Partnership to FFO attributable to Boston Properties Limited Partnership for the three months ended September 30, 2023 and 2022:

Three months ended September 30,

(in thousands)

Net income attributable to Boston Properties Limited Partnership $ 118,098 $ 253,788

Net income (loss) attributable to Boston Properties Limited Partnership $ (122,696) $ 403,578

Noncontrolling interests in property partnerships 20,909 18,801

Net income 137,866 272,334

Net income (loss) (101,787) 422,379

Depreciation and amortization 205,679 188,969

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Corporate-related depreciation and amortization (446) (431)

Impairment losses included within loss on investment unconsolidated joint ventures (1) 272,603 —

Gain on investment included within loss from unconsolidated joint ventures (2) 35,756 —

Gains on sales of real estate 517 262,357

Unrealized gain on non-real estate investment 124 —

Unrealized loss on non-real estate investment (51) —

Noncontrolling interests in property partnerships 20,909 18,801

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_______________

(3) Our calculation includes OP Units and vested LTIP Units (including vested 2012 OPP Units and vested 2013 - 2020 MYLTIP Units).

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 and 2022:

Three months ended June 30,

The following tables presents a reconciliation of net income (loss) 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 September 30, 2023 and 2022:

Three months ended September 30,

(in thousands)

Net income attributable to Boston Properties Limited Partnership $ 118,098 $ 253,788

Net income (loss) attributable to Boston Properties Limited Partnership $ (122,696) $ 403,578

Noncontrolling interests in property partnerships 20,909 18,801

Net income 137,866 272,334

Net income (loss) (101,787) 422,379

Depreciation and amortization 205,679 188,969

2 unchanged sentences

Corporate-related depreciation and amortization (446) (431)

Impairment losses included within loss on investment unconsolidated joint ventures (1) 272,603 —

Gain on investment included within loss from unconsolidated joint ventures (2) 35,756 —

Gains on sales of real estate 517 262,357

Unrealized gain on non-real estate investment 124 —

Unrealized loss on non-real estate investment (51) —

Noncontrolling interests in property partnerships 20,909 18,801

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_______________

(3) Our calculation includes OP Units and vested LTIP Units (including vested 2012 OPP Units and vested 2013 - 2020 MYLTIP Units).

Three months ended June 30,

Three months ended September 30,

shares/units (in thousands)

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Contract terms are generally between three and five years.

During the three months ended June 30, 2023, we paid approximately $80.3 million to fund tenant-related obligations, including tenant improvements and leasing commissions.

In addition, during the three months ended June 30, 2023, we and our unconsolidated joint venture partners incurred approximately $82.8 million of new client-related obligations associated with approximately 890,000 square feet of second generation leases, or approximately $93 per square foot.

During the three months ended September 30, 2023, we paid approximately $127.3 million to fund tenant-related obligations, including tenant improvements and leasing commissions.

In addition, during the three months ended September 30, 2023, we and our unconsolidated joint venture partners incurred approximately $36.9 million of new tenant-related obligations associated with approximately 996,700 square feet of second generation leases, or approximately $37 per square foot.

We signed approximately 59,100 square feet of first generation leases.

The client-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 quarter of

2023, we signed leases for approximately 937,500 square feet of space and incurred aggregate client-related obligations of approximately $90.2 million, or approximately $96 per square foot.

The 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 third quarter of 2023, we signed leases for approximately 1.1 million square feet of space and incurred aggregate tenant-related obligations of approximately $59.9 million, or approximately $57 per square foot.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis