What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-05-10 compared with 2023-11-07 · 417 added, 653 removed, 786 unchanged (58% of the section changed)

3 unchanged sentences

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

September 30, 2023 December 31, 2022

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,902,389 and $ 6,789,029 at September 30, 2023 and December 31, 2022, respectively)

March 31, 2024 December 31, 2023

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 7,376,175 and $ 7,054,075 at March 31, 2024 and December 31, 2023, respectively)

$ 27,063,048 $ 26,749,209

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at September 30, 2023 and December 31, 2022, respectively)

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at March 31, 2024 and December 31, 2023, respectively)

401,486 401,680

Right of use assets - operating leases (amounts related to VIEs of $ 156,940 and $ 0 at September 30, 2023 and December 31, 2022, respectively)

Right of use assets - operating leases (amounts related to VIEs of $ 154,217 and $ 158,885 at March 31, 2024 and December 31, 2023, respectively)

344,255 324,298

accumulated depreciation (amounts related to VIEs of $( 1,463,949 ) and $( 1,381,401 ) at September 30, 2023 and December 31, 2022, respectively)

accumulated depreciation (amounts related to VIEs of $( 1,538,940 ) and $( 1,501,483 ) at March 31, 2024 and December 31, 2023, respectively)

( 7,040,501 ) ( 6,881,728 )

Total real estate 20,768,288 20,593,459

Cash and cash equivalents (amounts related to VIEs of $ 240,039 and $ 259,658 at September 30, 2023 and December 31, 2022, respectively)

Cash and cash equivalents (amounts related to VIEs of $ 298,548 and $ 245,317 at March 31, 2024 and December 31, 2023, respectively)

701,695 1,531,477

Cash held in escrows

Cash held in escrows (amounts related to VIEs of $ 4,839 and $ 22,160 at March 31, 2024 and December 31, 2023, respectively)

64,939 81,090

Investments in securities 37,184 36,337

Tenant and other receivables, net (amounts related to VIEs of $ 36,758 and $ 16,521 at September 30, 2023 and December 31, 2022, respectively)

Tenant and other receivables, net (amounts related to VIEs of $ 27,792 and $ 27,987 at March 31, 2024 and December 31, 2023, respectively)

94,115 122,407

Note receivable, net 2,274 1,714

Related party note receivable, net 88,789 88,779

Sales-type lease receivable, net 13,943 13,704

Accrued rental income, net (amounts related to VIEs of $ 393,227 and $ 367,138 at September 30, 2023 and December 31, 2022, respectively)

Accrued rental income, net (amounts related to VIEs of $ 409,628 and $ 401,159 at March 31, 2024 and December 31, 2023, respectively)

1,390,217 1,355,212

Deferred charges, net (amounts related to VIEs of $ 171,998 and $ 176,597 at September 30, 2023 and December 31, 2022, respectively)

Deferred charges, net (amounts related to VIEs of $ 194,489 and $ 175,383 at March 31, 2024 and December 31, 2023, respectively)

818,424 760,421

Prepaid expenses and other assets (amounts related to VIEs of $ 46,473 and $ 11,647 at September 30, 2023 and December 31, 2022, respectively)

Prepaid expenses and other assets (amounts related to VIEs of $ 45,672 and $ 11,824 at March 31, 2024 and December 31, 2023, respectively)

146,286 64,230

2 unchanged sentences

LIABILITIES AND EQUITY

Mortgage notes payable, net (amounts related to VIEs of $ 3,275,974 and $ 3,272,368 at September 30, 2023 and December 31, 2022, respectively)

Mortgage notes payable, net (amounts related to VIEs of $ 3,278,396 and $ 3,277,185 at March 31, 2024 and December 31, 2023, respectively)

$ 4,368,367 $ 4,166,379

2 unchanged sentences

Unsecured term loan, net 1,199,430 1,198,301

Lease liabilities - finance leases (amounts related to VIEs of $ 20,710 and $ 20,604 at September 30, 2023 and December 31, 2022, respectively)

Lease liabilities - finance leases (amounts related to VIEs of $ 20,831 and $ 20,794 at March 31, 2024 and December 31, 2023, respectively)

415,888 417,961

Lease liabilities - operating leases (amounts related to VIEs of $ 136,332 and $ 0 at September 30, 2023 and December 31, 2022, respectively)

Lease liabilities - operating leases (amounts related to VIEs of $ 148,706 and $ 145,826 at March 31, 2024 and December 31, 2023, respectively)

377,667 350,391

Accounts payable and accrued expenses (amounts related to VIEs of $ 43,696 and $ 29,466 at September 30, 2023 and December 31, 2022, respectively)

Accounts payable and accrued expenses (amounts related to VIEs of $ 112,385 and $ 59,667 at March 31, 2024 and December 31, 2023, respectively)

374,681 458,329

2 unchanged sentences

119,573 133,684

Other liabilities (amounts related to VIEs of $ 106,566 and $ 114,232 at September 30, 2023 and December 31, 2022, respectively)

Other liabilities (amounts related to VIEs of $ 105,786 and $ 115,275 at March 31, 2024 and December 31, 2023, respectively)

417,978 445,947

3 unchanged sentences

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

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Commitments and contingencies (See Note 8)

Redeemable deferred stock units— 114,124 and 97,853 units outstanding at redemption value at September 30, 2023 and December 31, 2022, respectively

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

Stockholders’ equity attributable to Boston Properties, Inc.:

1 unchanged sentence

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

Common stock, $ 0.01 par value, 250,000,000 shares authorized, 157,018,080 and 156,836,767 issued and 156,939,180 and 156,757,867 outstanding at September 30, 2023 and December 31, 2022, respectively

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

Additional paid-in capital

1 unchanged sentence

Dividends in excess of earnings ( 890,177 ) ( 816,152 )

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

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

( 2,722 ) ( 2,722 )

Accumulated other comprehensive income (loss) 2,866 ( 13,718 )

Accumulated other comprehensive loss ( 3,620 ) ( 21,147 )

Total stockholders’ equity attributable to Boston Properties, Inc.

9 unchanged sentences

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

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

2023 2022 2023 2022

Three months ended March 31,

Lease $ 788,590 $ 756,875

3 unchanged sentences

Direct reimbursements of payroll and related costs from management services contracts

3,906 3,900 13,750 11,204

Total revenue 839,439 803,200

7 unchanged sentences

Other income (expense)

Loss from unconsolidated joint ventures ( 247,556 ) ( 3,524 ) ( 261,793 ) ( 1,389 )

Gains on sales of real estate 517 262,345 517 381,293

Income (loss) from unconsolidated joint ventures 19,186 ( 7,569 )

Interest and other income (loss) 14,529 10,941

Other income - assignment fee — — — 6,624

Gains (losses) from investments in securities ( 925 ) ( 1,571 ) 2,311 ( 8,549 )

Unrealized gain (loss) on non-real estate investment ( 51 ) — 332 —

Gains from investments in securities 2,272 1,665

Unrealized gain on non-real estate investment 396 259

Impairment loss ( 13,615 ) —

Interest expense ( 161,891 ) ( 134,207 )

Net income (loss) ( 103,543 ) 420,661 138,269 864,861

Net (income) loss attributable to noncontrolling interests

Net income 106,604 105,628

Net income attributable to noncontrolling interests

Noncontrolling interests in property partnerships ( 17,221 ) ( 18,660 )

Noncontrolling interest—common units of the Operating Partnership ( 9,500 ) ( 9,078 )

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

Net income attributable to Boston Properties, Inc.

$ 79,883 $ 77,890

Basic earnings per common share attributable to Boston Properties, Inc.

Net income (loss) $ ( 0.71 ) $ 2.30 $ 0.45 $ 4.63

Net income $ 0.51 $ 0.50

Weighted average number of common shares outstanding 156,983 156,803

Diluted earnings per common share attributable to Boston Properties, Inc.

Net income (loss) $ ( 0.71 ) $ 2.29 $ 0.45 $ 4.62

Net income $ 0.51 $ 0.50

Weighted average number of common and common equivalent shares outstanding

2 unchanged sentences

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited and in thousands)

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

2023 2022 2023 2022

Net income (loss) $ ( 103,543 ) $ 420,661 $ 138,269 $ 864,861

Three months ended March 31,

Net income $ 106,604 $ 105,628

Other comprehensive income:

1 unchanged sentence

Amortization of interest rate contracts (1) 3,360 1,675

Other comprehensive income 7,136 12,477 18,912 23,430

Comprehensive income (loss) ( 96,407 ) 433,138 157,181 888,291

Other comprehensive income (loss) 19,711 ( 4,863 )

Comprehensive income 126,315 100,765

Net income attributable to noncontrolling interests ( 26,721 ) ( 27,738 )

Other comprehensive income attributable to noncontrolling interests ( 864 ) ( 1,390 ) ( 2,327 ) ( 2,757 )

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

Other comprehensive (income) loss attributable to noncontrolling interests ( 2,184 ) 368

Comprehensive income attributable to Boston Properties, Inc.

$ 97,410 $ 73,395

8 unchanged sentences

Shares Amount

Equity, June 30, 2023

156,854 $ 1,569 $ 6,561,161 $ ( 516,550 ) $ ( 2,722 ) $ ( 3,406 ) $ 689,123 $ 1,557,368 $ 8,286,543

Redemption of operating partnership units to common stock 79 — 2,920 — — — ( 2,920 ) — —

Allocated net income (loss) for the period — — — ( 111,925 ) — — ( 12,527 ) 20,909 ( 103,543 )

Dividends/distributions declared — — — ( 153,800 ) — — ( 18,301 ) — ( 172,101 )

Shares issued pursuant to stock purchase plan 10 — 570 — — — — — 570

Net activity from stock option and incentive plan ( 4 ) — 421 — — — 4,065 — 4,486

Contributions from noncontrolling interests in property partnerships — — — — — — — 5,116 5,116

Non-cash contributions from noncontrolling interests in property partnerships — — — — — — — 17,519 17,519

Distributions to noncontrolling interests in property partnerships — — — — — — — ( 12,150 ) ( 12,150 )

Effective portion of interest rate contracts — — — — — 4,896 563 — 5,459

Amortization of interest rate contracts — — — — — 1,376 157 144 1,677

Reallocation of noncontrolling interest — — 3,573 — — — ( 3,573 ) — —

Equity, September 30, 2023

156,939 $ 1,569 $ 6,568,645 $ ( 782,275 ) $ ( 2,722 ) $ 2,866 $ 656,587 $ 1,588,906 $ 8,033,576

Equity, June 30, 2022

Equity, December 31, 2023

156,941 $ 1,569 $ 6,715,149 $ ( 816,152 ) $ ( 2,722 ) $ ( 21,147 ) $ 666,580 $ 1,640,704 $ 8,183,981

4 unchanged sentences

Net activity from stock option and incentive plan 64 — 2,262 — — — 14,269 — 16,531

Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — 46,082 — — — — 96,860 142,942

Distributions to noncontrolling interests in property partnerships — — — — — — — ( 20,025 ) ( 20,025 )

2 unchanged sentences

Reallocation of noncontrolling interest — — ( 12,747 ) — — — 12,747 — —

Equity, September 30, 2022

Equity, March 31, 2024

157,049 $ 1,570 $ 6,752,648 $ ( 890,177 ) $ ( 2,722 ) $ ( 3,620 ) $ 684,969 $ 1,734,904 $ 8,277,572

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited and in thousands)

Common Stock Additional Paid-in Capital Dividends in Excess of Earnings Treasury Stock,

at cost Accumulated Other Comprehensive Loss Noncontrolling Interests - Common Units Noncontrolling Interests - Property Partnerships Total

Shares Amount

Equity, December 31, 2022

Redemption of operating partnership units to common stock 100 1 3,713 — — — ( 3,714 ) — —

Allocated net income for the period — — — 70,290 — — 8,642 59,337 138,269

Dividends/distributions declared — — — ( 461,209 ) — — ( 55,038 ) — ( 516,247 )

Shares issued pursuant to stock purchase plan 19 — 1,156 — — — — — 1,156

Net activity from stock option and incentive plan 62 — 3,759 — — — 42,088 — 45,847

Contributions from noncontrolling interests in property partnerships — — — — — — — 12,671 12,671

Non-cash contributions from noncontrolling interests in property partnerships — — — — — — — 17,519 17,519

Distributions to noncontrolling interests in property partnerships — — — — — — — ( 48,370 ) ( 48,370 )

Effective portion of interest rate contracts — — — — — 12,461 1,425 — 13,886

Amortization of interest rate contracts — — — — — 4,123 471 432 5,026

Reallocation of noncontrolling interest — — 20,870 — — — ( 20,870 ) — —

Equity, September 30, 2023

156,758 $ 1,568 $ 6,539,147 $ ( 391,356 ) $ ( 2,722 ) $ ( 13,718 ) $ 683,583 $ 1,547,317 $ 8,363,819

Equity, December 31, 2021 156,545 $ 1,565 $ 6,497,730 $ ( 625,891 ) $ ( 2,722 ) $ ( 36,662 ) $ 642,655 $ 1,556,553 $ 8,033,228

Redemption of operating partnership units to common stock 5 — 195 — — — ( 195 ) — —

8 unchanged sentences

Reallocation of noncontrolling interest — — 5,938 — — — ( 5,938 ) — —

Equity, September 30, 2022

Equity, March 31, 2023

156,830 $ 1,568 $ 6,549,314 $ ( 467,159 ) $ ( 2,722 ) $ ( 18,214 ) $ 691,627 $ 1,552,070 $ 8,306,484

3 unchanged sentences

(unaudited and in thousands)

Nine months ended September 30,

Three months ended March 31,

Cash flows from operating activities:

Net income (loss) $ 138,269 $ 864,861

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income $ 106,604 $ 105,628

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

Depreciation and amortization 218,716 208,734

Impairment loss 13,615 —

Amortization of right of use assets - operating leases 1,441 652

Non-cash compensation expense 18,873 26,262

Loss from unconsolidated joint ventures 261,793 1,389

(Income) loss from unconsolidated joint ventures ( 19,186 ) 7,569

Distributions of net cash flow from operations of unconsolidated joint ventures 8,643 5,996

Losses (gains) from investments in securities ( 2,311 ) 8,549

Allowance for current expected credit losses 302 ( 476 )

Gains from investments in securities ( 2,272 ) ( 1,665 )

Allowance for current expected credit losses (gains) 4 45

Non-cash portion of interest expense 12,109 7,387

Other income - assignment fee — ( 6,624 )

Gains on sales of real estate ( 517 ) ( 381,293 )

Unrealized gain on non-real estate investment ( 332 ) —

Unrealized (gain) loss on non-real estate investment ( 396 ) ( 259 )

Change in assets and liabilities:

Tenant and other receivables, net 29,454 7,518

Notes receivable, net — ( 152 )

Accrued rental income, net ( 35,945 ) ( 18,619 )

9 unchanged sentences

Cash flows from investing activities:

Acquisitions of real estate — ( 1,320,273 )

Construction in progress ( 181,636 ) ( 119,682 )

1 unchanged sentence

Tenant improvements ( 53,377 ) ( 67,175 )

Proceeds from sales of real estate 517 695,231

Proceeds from assignment fee — 6,624

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

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

Capital distributions from unconsolidated joint ventures 7,350 36,622

Investment in non-real estate investments — ( 733 )

Issuance of related party note receivable ( 10,500 ) —

Proceeds from notes receivable — 10,000

Issuance of note receivables (including related party) ( 573 ) —

Investments in securities, net 1,425 1,843

Net cash used in investing activities ( 286,619 ) ( 285,592 )

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Nine months ended September 30,

Cash flows from financing activities:

Proceeds from unsecured senior notes 747,727 —

Repayments of mortgage notes payable ( 804 ) —

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

Borrowings on unsecured line of credit — 885,000

Repayments of unsecured line of credit — ( 690,000 )

Borrowings on unsecured term loan — 1,200,000

Payments on finance lease obligations ( 3,160 ) —

Repayment of unsecured term loan — ( 730,000 )

2 unchanged sentences

Dividends and distributions ( 171,794 ) ( 171,270 )

Contributions from noncontrolling interests in property partnerships 12,671 849

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Three months ended March 31,

Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships 141,118 7,555

Distributions to noncontrolling interests in property partnerships ( 20,025 ) ( 21,606 )

Net cash provided by financing activities 154,782 348,545

Net cash provided by (used in) financing activities ( 756,909 ) 279,052

Net increase (decrease) in cash and cash equivalents and cash held in escrows ( 845,933 ) 227,470

14 unchanged sentences

Change in real estate included in accounts payable and accrued expenses $ ( 48,518 ) $ 11,692

Right of use assets obtained in exchange for lease liabilities $ 134,509 $ —

Non-cash contributions from noncontrolling interests in property partnerships $ 17,519 $ —

Right of use assets obtained in exchange for lease liabilities - operating lease $ 25,637 $ —

Non-cash distributions to noncontrolling interests in property, net $ 52,786 $ —

Capitalized operating lease costs $ 7,548 $ —

Construction in progress from prepaid expenses and other assets $ 25,577 $ —

Construction in progress, net deconsolidated $ — $ ( 11,316 )

Investment in unconsolidated joint ventures recorded upon deconsolidation $ — $ 11,316

Investment in unconsolidated joint ventures eliminated upon consolidation $ ( 11,834 ) $ —

Mortgage note payable recorded upon consolidation $ 207,093 $ —

Real estate and intangibles recorded upon consolidation $ ( 220,015 ) $ —

Dividends and distributions declared but not paid $ 172,154 $ 171,427

5 unchanged sentences

(unaudited and in thousands, except for unit amounts)

September 30, 2023 December 31, 2022

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 6,902,389 and $ 6,789,029 at September 30, 2023 and December 31, 2022, respectively)

March 31, 2024 December 31, 2023

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 7,376,175 and $ 7,054,075 at March 31, 2024 and December 31, 2023, respectively)

$ 26,696,783 $ 26,382,944

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at September 30, 2023 and December 31, 2022, respectively)

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at March 31, 2024 and December 31, 2023, respectively)

401,486 401,680

Right of use assets - operating leases (amounts related to VIEs of $ 156,940 and $ 0 at September 30, 2023 and December 31, 2022, respectively)

Right of use assets - operating leases (amounts related to VIEs of $ 154,217 and $ 158,885 at March 31, 2024 and December 31, 2023, respectively)

344,255 324,298

accumulated depreciation (amounts related to VIEs of $( 1,463,949 ) and $( 1,381,401 ) at September 30, 2023 and December 31, 2022, respectively)

accumulated depreciation (amounts related to VIEs of $( 1,538,940 ) and $( 1,501,483 ) at March 31, 2024 and December 31, 2023, respectively)

( 6,915,437 ) ( 6,758,361 )

Total real estate 20,527,087 20,350,561

Cash and cash equivalents (amounts related to VIEs of $ 240,039 and $ 259,658 at September 30, 2023 and December 31, 2022, respectively)

Cash and cash equivalents (amounts related to VIEs of $ 298,548 and $ 245,317 at March 31, 2024 and December 31, 2023, respectively)

701,695 1,531,477

Cash held in escrows

Cash held in escrows (amounts related to VIEs of $ 4,839 and $ 22,160 at December 31, 2023 and December 31, 2022, respectively)

64,939 81,090

Investments in securities 37,184 36,337

Tenant and other receivables, net (amounts related to VIEs of $ 36,758 and $ 16,521 at September 30, 2023 and December 31, 2022, respectively)

Tenant and other receivables, net (amounts related to VIEs of $ 27,792 and $ 27,987 at March 31, 2024 and December 31, 2023, respectively)

94,115 122,407

Note receivable, net 2,274 1,714

Related party note receivable, net 88,789 88,779

Sales-type lease receivable, net 13,943 13,704

Accrued rental income, net (amounts related to VIEs of $ 393,227 and $ 367,138 at September 30, 2023 and December 31, 2022, respectively)

Accrued rental income, net (amounts related to VIEs of $ 409,628 and $ 401,159 at March 31, 2024 and December 31, 2023, respectively)

1,390,217 1,355,212

Deferred charges, net (amounts related to VIEs of $ 171,998 and $ 176,597 at September 30, 2023 and December 31, 2022, respectively)

Deferred charges, net (amounts related to VIEs of $ 194,489 and $ 175,383 at March 31, 2024 and December 31, 2023, respectively)

818,424 760,421

Prepaid expenses and other assets (amounts related to VIEs of $ 46,473 and $ 11,647 at September 30, 2023 and December 31, 2022, respectively)

Prepaid expenses and other assets (amounts related to VIEs of $ 45,672 and $ 11,824 at March 31, 2024 and December 31, 2023, respectively)

146,286 64,230

2 unchanged sentences

LIABILITIES AND CAPITAL

Mortgage notes payable, net (amounts related to VIEs of $ 3,275,974 and $ 3,272,368 at September 30, 2023 and December 31, 2022, respectively)

Mortgage notes payable, net (amounts related to VIEs of $ 3,278,396 and $ 3,277,185 at March 31, 2024 and December 31, 2023, respectively)

$ 4,368,367 $ 4,166,379

2 unchanged sentences

Unsecured term loan, net 1,199,430 1,198,301

Lease liabilities - finance leases (amounts related to VIEs of $ 20,710 and $ 20,604 at September 30, 2023 and December 31, 2022, respectively)

Lease liabilities - finance leases (amounts related to VIEs of $ 20,831 and $ 20,794 at March 31, 2024 and December 31, 2023, respectively)

415,888 417,961

Lease liabilities - operating leases (amounts related to VIEs of $ 136,332 and $ 0 at September 30, 2023 and December 31, 2022, respectively)

Lease liabilities - operating leases (amounts related to VIEs of $ 148,706 and $ 145,826 at March 31, 2024 and December 31, 2023, respectively)

377,667 350,391

Accounts payable and accrued expenses (amounts related to VIEs of $ 43,696 and $ 29,466 at September 30, 2023 and December 31, 2022, respectively)

Accounts payable and accrued expenses (amounts related to VIEs of $ 112,385 and $ 59,667 at March 31, 2024 and December 31, 2023, respectively)

374,681 458,329

2 unchanged sentences

119,573 133,684

Other liabilities (amounts related to VIEs of $ 106,566 and $ 114,232 at September 30, 2023 and December 31, 2022, respectively)

Other liabilities (amounts related to VIEs of $ 105,786 and $ 115,275 at March 31, 2024 and December 31, 2023, respectively)

417,978 445,947

1 unchanged sentence

Commitments and contingencies (See Note 8)

Redeemable deferred stock units— 114,124 and 97,853 units outstanding at redemption value at September 30, 2023 and December 31, 2022, respectively

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

BOSTON PROPERTIES LIMITED PARTNERSHIP

1 unchanged sentence

(unaudited and in thousands, except for unit amounts)

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Noncontrolling interests:

Redeemable partnership units— 16,509,597 and 16,531,172 common units and 2,072,732 and 1,679,175 long term incentive units outstanding at redemption value at September 30, 2023 and December 31, 2022, respectively

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

1,300,409 1,347,575

Boston Properties Limited Partnership partners’ capital— 1,755,215 and 1,749,682 general partner units and 155,183,965 and 155,008,185 limited partner units outstanding at September 30, 2023 and December 31, 2022, respectively

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

5,004,678 4,973,951

Accumulated other comprehensive income (loss) 2,866 ( 13,718 )

Accumulated other comprehensive loss ( 3,620 ) ( 21,147 )

Total partners’ capital 5,001,058 4,952,804

6 unchanged sentences

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

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

2023 2022 2023 2022

Three months ended March 31,

Lease $ 788,590 $ 756,875

3 unchanged sentences

Direct reimbursements of payroll and related costs from management services contracts

3,906 3,900 13,750 11,204

Total revenue 839,439 803,200

7 unchanged sentences

Other income (expense)

Loss from unconsolidated joint ventures ( 247,556 ) ( 3,524 ) ( 261,793 ) ( 1,389 )

Gains on sales of real estate 517 262,357 517 385,349

Income (loss) from unconsolidated joint ventures 19,186 ( 7,569 )

Interest and other income (loss) 14,529 10,941

Other income - assignment fee — — — 6,624

Gains (losses) from investments in securities ( 925 ) ( 1,571 ) 2,311 ( 8,549 )

Unrealized gain (loss) on non-real estate investment ( 51 ) — 332 —

Gains from investments in securities 2,272 1,665

Unrealized gain on non-real estate investment 396 259

Impairment loss ( 13,615 ) —

Interest expense ( 161,891 ) ( 134,207 )

Net income (loss) ( 101,787 ) 422,379 143,569 874,091

Net (income) loss attributable to noncontrolling interests

Net income 108,301 107,490

Net income attributable to noncontrolling interests

Noncontrolling interests in property partnerships ( 17,221 ) ( 18,660 )

Net income (loss) attributable to Boston Properties Limited Partnership $ ( 122,696 ) $ 403,578 $ 84,232 $ 819,195

Net income attributable to Boston Properties Limited Partnership $ 91,080 $ 88,830

Basic earnings per common unit attributable to Boston Properties Limited Partnership

Net income (loss) $ ( 0.70 ) $ 2.31 $ 0.48 $ 4.69

Net income $ 0.52 $ 0.51

Weighted average number of common units outstanding 175,255 174,652

Diluted earnings per common unit attributable to Boston Properties Limited Partnership

Net income (loss) $ ( 0.70 ) $ 2.30 $ 0.48 $ 4.68

Net income $ 0.52 $ 0.51

Weighted average number of common and common equivalent units outstanding

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BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited and in thousands)

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

2023 2022 2023 2022

Net income (loss) $ ( 101,787 ) $ 422,379 $ 143,569 $ 874,091

Three months ended March 31,

Net income $ 108,301 $ 107,490

Other comprehensive income:

1 unchanged sentence

Amortization of interest rate contracts (1) 3,360 1,675

Other comprehensive income 7,136 12,477 18,912 23,430

Comprehensive income (loss) ( 94,651 ) 434,856 162,481 897,521

Other comprehensive income (loss) 19,711 ( 4,863 )

Comprehensive income 128,012 102,627

Comprehensive income attributable to noncontrolling interests ( 17,365 ) ( 18,804 )

Comprehensive income (loss) attributable to Boston Properties Limited Partnership $ ( 115,704 ) $ 415,911 $ 102,712 $ 842,193

Comprehensive income attributable to Boston Properties Limited Partnership $ 110,647 $ 83,823

_______________

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Interests - Property Partnerships Total Capital Noncontrolling Interests - Redeemable Partnership Units

Equity, June 30, 2023 1,755 155,098 $ 5,351,166 $ ( 3,406 ) $ 1,557,368 $ 6,905,128 $ 1,135,053

Net activity from contributions and unearned compensation — 7 991 — — 991 4,065

Allocated net income (loss) for the period — — ( 110,169 ) — 20,909 ( 89,260 ) ( 12,527 )

Distributions — — ( 153,800 ) — — ( 153,800 ) ( 18,301 )

Conversion of redeemable partnership units — 79 2,920 — — 2,920 ( 2,920 )

Adjustment to reflect redeemable partnership units at redemption value — — ( 54,663 ) — — ( 54,663 ) 54,663

Effective portion of interest rate contracts — — — 4,896 — 4,896 563

Amortization of interest rate contracts — — — 1,376 144 1,520 157

Contributions from noncontrolling interests in property partnerships — — — — 5,116 5,116 —

Non-cash contributions from noncontrolling interests in property partnerships — — — — 17,519 17,519 —

Distributions to noncontrolling interests in property partnerships — — — — ( 12,150 ) ( 12,150 ) —

Equity, September 30, 2023

1,755 155,184 $ 5,036,445 $ 2,866 $ 1,588,906 $ 6,628,217 $ 1,160,753

Equity, June 30, 2022 1,750 154,977 $ 4,716,430 $ ( 27,077 ) $ 1,552,706 $ 6,242,059 $ 1,646,678

Net activity from contributions and unearned compensation — 2 2,082 — — 2,082 6,882

Allocated net income for the period — — 362,818 — 18,801 381,619 40,760

Distributions — — ( 153,620 ) — — ( 153,620 ) ( 17,930 )

Conversion of redeemable partnership units — 26 959 — — 959 ( 959 )

Adjustment to reflect redeemable partnership units at redemption value — — 268,916 — — 268,916 ( 268,916 )

Effective portion of interest rate contracts — — — 9,709 — 9,709 1,091

Amortization of interest rate contracts — — — 1,377 144 1,521 156

Distributions to noncontrolling interests in property partnerships — — — — ( 20,150 ) ( 20,150 ) —

Equity, September 30, 2022

1,750 155,005 $ 5,197,585 $ ( 15,991 ) $ 1,551,501 $ 6,733,095 $ 1,407,762

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS

(unaudited and in thousands)

Units Capital

General Partner Limited Partner Partners’ Capital (General and Limited Partners) Accumulated

Comprehensive Loss Noncontrolling

Interests - Property Partnerships Total Capital Noncontrolling Interests - Redeemable Partnership Units

Equity, December 31, 2023 1,755 155,185 $ 4,973,951 $ ( 21,147 ) $ 1,640,704 $ 6,593,508 $ 1,347,575

6 unchanged sentences

Amortization of interest rate contracts — — — 2,881 144 3,025 335

Contributions from noncontrolling interests in property partnerships — — — — 12,671 12,671 —

Non-cash contributions from noncontrolling interests in property partnerships — — — — 17,519 17,519 —

Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — 46,082 — 96,860 142,942 —

Distributions to noncontrolling interests in property partnerships — — — — ( 20,025 ) ( 20,025 ) —

Equity, September 30, 2023

Equity, March 31, 2024

1,762 155,287 $ 5,004,678 $ ( 3,620 ) $ 1,734,904 $ 6,735,962 $ 1,300,409

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Distributions to noncontrolling interests in property partnerships — — — — ( 21,606 ) ( 21,606 ) —

Equity, September 30, 2022

Equity, March 31, 2023

1,755 155,075 $ 5,449,936 $ ( 18,214 ) $ 1,552,070 $ 6,983,792 $ 1,074,648

3 unchanged sentences

(unaudited and in thousands)

Nine months ended September 30,

Three months ended March 31,

Cash flows from operating activities:

Net income (loss) $ 143,569 $ 874,091

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income $ 108,301 $ 107,490

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

Depreciation and amortization 217,019 206,872

Impairment loss 13,615 —

Amortization of right of use assets - operating leases 1,441 652

Non-cash compensation expense 18,873 26,262

Loss from unconsolidated joint ventures 261,793 1,389

(Income) loss from unconsolidated joint ventures ( 19,186 ) 7,569

Distributions of net cash flow from operations of unconsolidated joint ventures 8,643 5,996

Losses (gains) from investments in securities ( 2,311 ) 8,549

Allowance for current expected credit losses 302 ( 476 )

Gains from investments in securities ( 2,272 ) ( 1,665 )

Allowance for current expected credit losses (gains) 4 45

Non-cash portion of interest expense 12,109 7,387

Other income - assignment fee — ( 6,624 )

Gains on sales of real estate ( 517 ) ( 385,349 )

Unrealized gain on non-real estate investment ( 396 ) ( 259 )

1 unchanged sentence

Tenant and other receivables, net 29,454 7,518

Note receivable, net — ( 152 )

Accrued rental income, net ( 35,945 ) ( 18,619 )

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Cash flows from investing activities:

Acquisitions of real estate — ( 1,320,273 )

Construction in progress ( 181,636 ) ( 119,682 )

1 unchanged sentence

Tenant improvements ( 53,377 ) ( 67,175 )

Proceeds from sales of real estate 517 695,231

Proceeds from assignment fee — 6,624

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

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

Capital distributions from unconsolidated joint ventures 7,350 36,622

Investment in non-real estate investments — ( 733 )

Issuance of related party note receivable ( 10,500 ) —

Proceeds from notes receivable — 10,000

Issuance of note receivables (including related party) ( 573 ) —

Investments in securities, net 1,425 1,843

1 unchanged sentence

Cash flows from financing activities:

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Nine months ended September 30,

Proceeds from unsecured senior notes 747,727 —

Repayments of mortgage notes payable ( 804 ) —

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

Borrowings on unsecured line of credit — 885,000

Repayments of unsecured line of credit — ( 690,000 )

Borrowings on unsecured term loan — 1,200,000

Payments on finance lease obligations ( 3,160 ) —

Repayment of unsecured term loan — ( 730,000 )

1 unchanged sentence

Net activity from equity transactions ( 2,136 ) 586

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Three months ended March 31,

Distributions ( 171,794 ) ( 171,270 )

Contributions from noncontrolling interests in property partnerships 12,671 849

Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships 141,118 7,555

Distributions to noncontrolling interests in property partnerships ( 20,025 ) ( 21,606 )

Net cash provided by financing activities 154,782 348,545

Net cash provided by (used in) financing activities ( 756,909 ) 279,052

Net increase (decrease) in cash and cash equivalents and cash held in escrows ( 845,933 ) 227,470

14 unchanged sentences

Change in real estate included in accounts payable and accrued expenses $ ( 48,518 ) $ 11,692

Right of use assets obtained in exchange for lease liabilities $ 134,509 $ —

Non-cash contributions from noncontrolling interests in property partnerships $ 17,519 $ —

Right of use assets obtained in exchange for lease liabilities - operating lease $ 25,637 $ —

Non-cash distributions to noncontrolling interests in property, net $ 52,786 $ —

Capitalized operating lease costs $ 7,548 $ —

Construction in progress from prepaid expenses and other assets $ 25,577 $ —

Construction in progress, net deconsolidated $ — $ ( 11,316 )

Investment in unconsolidated joint ventures recorded upon deconsolidation $ — $ 11,316

Investment in unconsolidated joint ventures eliminated upon consolidation $ ( 11,834 ) $ —

Mortgage notes payable recorded upon consolidation $ 207,093 $ —

Real estate and intangibles recorded upon consolidation $ ( 220,015 ) $ —

Distributions declared but not paid $ 172,154 $ 171,427

6 unchanged sentences

BXP is a fully integrated, self-administered and self-managed REIT.

BXP is the sole general partner of BPLP, its operating partnership, and at September 30, 2023 owned an approximate 89.4 % ( 89.6 % at December 31, 2022) general and limited partnership interest in BPLP.

BXP is the sole general partner of BPLP, its operating partnership, and at March 31, 2024, owned an approximate 89.1 % ( 89.4 % at December 31, 2023) general and limited partnership interest in BPLP.

Unless stated otherwise or the context requires, the “Company” refers to BXP and its subsidiaries, including BPLP and its consolidated subsidiaries.

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LTIP Units (including the earned 2012 OPP Units and the earned 2013 - 2021 MYLTIP Units), whether vested or not, will receive the same quarterly per unit distributions as OP Units, which equal per share dividends on Common Stock (See Notes 9 and 13).

At September 30, 2023, the Company owned or had joint venture interests in a portfolio of 190 commercial real estate properties (the “Properties”) aggregating approximately 53.5 million net rentable square feet of primarily premier workplaces, including 11 properties under construction/redevelopment totaling approximately 2.8 million net rentable square feet.

At September 30, 2023, the Properties consisted of:

• 169 office and life sciences properties (including 8 properties under construction/redevelopment);

At March 31, 2024, the Company owned or had joint venture interests in a portfolio of 187 commercial real estate properties (the “Properties”) aggregating approximately 53.5 million net rentable square feet of primarily premier workplaces, including 11 properties under construction/redevelopment totaling approximately 3.2 million net rentable square feet.

At March 31, 2024, the Properties consisted of:

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

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

• six residential properties (including one property under construction ) ;

• seven residential properties (including two properties under construction ) ;

The Company considers premier workplaces to be well-located buildings that are modern structures or have been modernized to compete with newer buildings and professionally managed and maintained.

As such, these properties attract high-quality clients and command upper-tier rental rates.

As such, these properties attract high-quality tenants and command upper-tier rental rates.

Summary of Significant Accounting Policies

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The assets of each VIE are only available to satisfy such VIE's respective liabilities.

The Company has identified eight entities that are VIEs as of September 30, 2023 and has determined that it is the primary beneficiary for seven of the eight entities that are VIEs as of September 30, 2023.

The Company has identified nine entities that are VIEs as of March 31, 2024 and has determined that it is the primary beneficiary for all of these entities as of March 31, 2024.

Consolidated Variable Interest Entities

As of September 30, 2023, BXP has identified seven consolidated VIEs, including BPLP.

As of March 31, 2024, BXP has identified nine consolidated VIEs, including BPLP.

Excluding BPLP, the consolidated VIEs consisted of (i) the following five in-service properties:

767 Fifth Avenue (the General Motors Building), Times Square Tower, 601 Lexington Avenue, Atlantic Wharf Office Building and 100 Federal Street, (ii) 343 Madison Avenue, which is categorized as land held for future development and (iii) 290 Binney Street and 300 Binney Street which are currently under development / redevelopment.

The Company consolidates these VIEs because it is the primary beneficiary.

2 unchanged sentences

Variable Interest Entities Not Consolidated

The Company has determined BP/CRF Metropolitan Square LLC is a VIE.

The Company does not consolidate this entity as the Company does not have the power to direct the activities that, when taken together, most significantly impact the VIE’s performance and, therefore the Company is not considered to be the primary beneficiary.

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

Fair Value Measurements

The Company follows the authoritative guidance for fair value measurements.

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

The Company follows the authoritative guidance for fair value measurements when valuing its financial instruments for disclosure purposes.

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

Financial Instrument Level

3-Month United States Treasury Bills Level 1

Investment in securities Level 1

Unsecured senior notes (1) Level 1

Related party note receivable Level 3

Notes receivable Level 3

Sales-type lease receivable Level 3

6 unchanged sentences

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

The following table presents the aggregate carrying value of the Company’s related party note receivable, net, sales-type lease receivable, net, mortgage notes payable, net, unsecured senior notes, net, unsecured line of credit and unsecured term loan, net and the Company’s corresponding estimate of fair value as of September 30, 2023 and December 31, 2022 (in thousands):

September 30, 2023 December 31, 2022

At December 31, 2023, the Company had outstanding three -month United States Treasury Bills with a maturity date of January 30, 2024 that were classified as held to maturity because the Company determined that it had the positive intent and ability to hold to maturity.

Because these securities were considered a short-term investment, they are reflected at amortized cost within Cash and Cash Equivalents on the Consolidated Balance Sheets.

At December 31, 2023, the amortized cost of these securities was approximately $ 302.7 million.

There were no such securities outstanding at March 31, 2024.

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

The non-real estate investments utilize net asset value as the practical expedient.

Non-Recurring Fair Value

The following table presents the aggregate carrying value of the Company’s non-recurring fair value financial

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

March 31, 2024 December 31, 2023

Amount Estimated

1 unchanged sentence

Amount Estimated

3-Month United States Treasury Bills (1) $ — $ — $ 302,746 $ 302,746

Related party note receivable, net $ 88,789 $ 90,582 $ 88,779 $ 90,593

Note receivable, net 2,274 2,249 1,714 1,677

Sales-type lease receivable, net 13,943 13,416 13,704 13,338

5 unchanged sentences

Total $ 15,362,324 $ 14,114,267 $ 15,856,297 $ 14,599,851

_______________

(1) Per the guidance in ASC 326 “Financial Instruments — Credit Losses” (“ASC 326”), the Company concluded that the risk of nonpayment is nonexistent because the U.S.

Government has a long history with no credit losses and therefore, no credit loss allowance was recorded.

At March 31, 2024, the Company evaluated the expected hold period for a portion of its Shady Grove property located in Rockville, Maryland.

Based on a shorter-than-expected hold period, the Company reduced the carrying value of a portion of the property that the Company anticipates selling to a third party developer to its estimated fair value at March 31, 2024.

As a result, each of BXP and BPLP recognized an impairment loss of approximately $ 13.6 million.

The Company’s estimated fair value utilized Level 3 inputs and was based on a pending offer from a third party.

Recurring Fair Value

In addition to the financial instruments noted above, the Company uses interest rate swap agreements to manage its interest rate risk (See Note 7).

3 unchanged sentences

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties.

However, as of September 30, 2023, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.

The Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives.

As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

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

Fair value September 30, 2023 December 31, 2022

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

Fair value March 31, 2024 December 31, 2023

Interest rate swaps $ 12,298 $ 1,976

Newly Issued Accounting Pronouncements

Business Combinations - Joint Venture Formations

In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05, “Business Combinations - Joint Venture Formations (Subtopic 805-60)” (“ASU 2023-05”).

ASU 2023-05 is intended to (1) address accounting for contributions made to a joint venture upon formation and (2) reduce diversity in practice.

ASU 2023-05 is effective for all joint ventures formed on or after January 1, 2025, with early adoption permitted.

The Company is currently assessing the potential impact that the adoption of ASU 2023-05 will have on the Company's consolidated financial statements .

Real estate consisted of the following at September 30, 2023 and December 31, 2022 (in thousands):

September 30, 2023 December 31, 2022

The Company accounts for investments in equity securities at fair value, with gains or losses resulting from changes in fair value recognized currently in earnings.

The Company maintains deferred compensation plans that are designed to allow officers and non-employee directors of BXP to defer a portion of the officer’s current income or the non-employee director’s current compensation on a pre-tax basis and receive a tax-deferred return on these deferrals based on the performance of specific investments selected by the officer or non-employee director.

The Company’s obligation under the plans is that of an unsecured promise to pay the deferred compensation to the plan participants in the future.

At March 31, 2024 and December 31, 2023, the Company had maintained approximately $ 37.0 million and $ 36.1 million, respectively, in separate accounts, which are not restricted as to their use.

The Company recognized gains of approximately $ 2.3 million and $ 1.7 million on its investments in the accounts associated with the Company’s deferred compensation plans during the three months ended March 31, 2024 and March 31, 2023, respectively primarily due to the observable change in fair value.

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

March 31, 2024 December 31, 2023

Land $ 5,317,032 $ 5,251,224

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(2) Includes pre-development costs.

Real estate consisted of the following at September 30, 2023 and December 31, 2022 (in thousands):

September 30, 2023 December 31, 2022

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

March 31, 2024 December 31, 2023

Land $ 5,222,323 $ 5,156,515

12 unchanged sentences

(2) Includes pre-development costs.

Developments/Redevelopments

On January 5, 2023, the Company commenced the development of 290 Binney Street, an approximately 566,000 net rentable square foot laboratory/life sciences project in Cambridge, Massachusetts.

Concurrent with the commencement of this project, the Kendall Center Blue Parking Garage was taken out of service and demolished to support the development of this project.

290 Binney Street is 100 % pre-leased to AstraZeneca.

There can be no assurance that the Company will complete development of the project on the terms and schedule currently contemplated or at all.

On January 30, 2023, the Company commenced the redevelopment of 300 Binney Street at Kendall Center in Cambridge, Massachusetts.

300 Binney Street consisted of an approximately 195,000 net rentable square foot premier workplace that is being redeveloped into approximately 236,000 net rentable square feet of laboratory/life sciences space.

BXP and BPLP recognized approximately $ 11.0 million of depreciation expense during the nine months ended September 30, 2023 associated with the acceleration of depreciation on the assets being removed from service and demolished as part of the redevelopment of the property.

The project is 100 % pre-leased to the Broad Institute.

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

On June 1, 2023, the Company completed and fully placed in-service its 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.

On July 20, 2023, the Company 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 the first Net Zero, Carbon Neutral office repositioning of its scale in Massachusetts.

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

The Company estimates the collectability of its accrued rent and accounts receivable balances related to lease revenue.

When evaluating the collectability of these accrued rent and accounts receivable balances, management considers tenant creditworthiness, current economic trends, and changes in tenants’ payment patterns, on a lease-by-lease basis.

If the Company determines that the accrued rent and/or accounts receivable balances are no longer probable of collection then the balances are written-off and the lease is recognized on a cash basis.

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

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

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

On January 8, 2024, the Company completed the acquisition of its joint venture partner’s 50 % economic ownership interest in the joint venture that owns 901 New York Avenue, located in Washington, DC.

At acquisition, the total net equity acquired was $ 20.0 million, which includes $ 10.0 million in cash that the Company paid for the joint venture partner's 50 % economic ownership interest in the joint venture.

The property is subject to existing mortgage indebtedness of approximately $ 207.1 million (See Note 6 ) .

The acquisition resulted in the Company recording a gain upon consolidation of approximately $ 21.8 million, which is the difference between the fair value of the previously held equity method investment immediately prior to the consolidation of $ 10.0 million, less the Company’s costs basis of approximately $( 11.8 ) million.

The gain on consolidation is included within income (loss) from unconsolidated joint ventures in the Consolidated Statement of Operations.

The total net assets acquired is equal to (1) the total net equity acquired of $ 20.0 million, which includes $ 10.0 million in cash that the Company paid for the joint venture partner's 50 % economic ownership interest in the joint venture.

plus (2) $ 207.1 million of debt assumed, less (3) net working capital acquired of approximately $ 7.1 million.

The following table summarizes the allocation of the fair value of the net assets the Company received at the date of acquisition for 901 New York Avenue (in thousands):

Land and site improvements $ 65,808

Building and improvements 56,882

Tenant improvements 16,088

In-place lease intangibles 72,621

Above-market lease intangibles 2,757

Below-market lease intangibles ( 2,515 )

Mortgage note payable adjustment 8,374

Net assets acquired $ 220,015

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

Acquired In-Place Lease Intangibles Acquired Above-Market Lease Intangibles Acquired Below-Market Lease Intangibles

Period from January 8, 2024 through December 31, 2024 $ 10,364 $ 607 $ 252

2025 9,030 454 257

2026 6,494 238 257

2027 6,265 201 257

2028 6,069 186 257

2029 6,076 186 251

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

Acquired In-Place Lease Intangibles Acquired Above-Market Lease Intangibles Acquired Below-Market Lease Intangibles

Weighted-average useful life 6.7 4.0 9.8

901 New York Avenue contributed approximately $ 7.9 million of revenue and $ 2.3 million of net loss to the Company for the period from January 8, 2024 through March 31, 2024.

901 New York Avenue is a premier workplace consisting of approximately 524,000 net rentable square feet.

On February 12, 2024, the Company commenced the development of a residential project at 121 Broadway Street in Cambridge, Massachusetts that is adjacent to its development projects at 290 Binney Street and 300 Binney Street.

121 Broadway will consist of 439 residential units aggregating approximately 492,000 net rentable square feet.

At March 31, 2024, the Company evaluated the expected hold period for a portion of its Shady Grove property located in Rockville, Maryland.

As a result, each of BXP and BPLP recognized an impairment loss of approximately

$ 13.6 million.

The Company’s estimated fair value was based on Level 3 inputs as defined in ASC 820 and on a pending offer from a third party.

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

Three months ended March 31,

Lease Revenue 2024 2023

3 unchanged sentences

$ 788,590 $ 756,875

On August 1, 2023, a consolidated joint venture in which the Company has 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 Note 9).

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”).

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.

The Company is reasonably certain that it will not exercise this termination option as the Company completed a long-term competitive process to obtain the right to ground lease this site.

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.

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.

On March 28, 2024, the Company entered into a 90 -year air rights lease with the Massachusetts Department of Transportation for an approximately 61,000 square feet site at the parking garage located at 100 Clarendon Street and the concourse level of the Massachusetts Bay Transportation Authority’s Back Bay Station (the “Station”).

The lease requires annual base rental payments of $ 250,000 until the commencement of construction, as defined in the lease.

If the Company commences construction of a project on the site on or before August 1, 2028, then a final fixed rental payment is due in accordance with the lease at that time.

After August 1, 2028, if the Company commences construction of a project on the site, then a final rental payment based on the then current fair market value will be due at that time.

In addition, the lease requires annual payments of $ 500,000 through 2033 to fund maintenance and improvements to the Station.

The Company has assumed that it will begin construction on the site on or before August 1, 2028.

The incremental borrowing rate for this lease is 6.57 % per annum.

The net present value of the ground lease payments is approximately $ 23.2 million.

The lease required the joint venture to pay a non-refundable deposit totaling $ 25.0 million, of which $ 15.0 million was placed in escrow in 2022 with the signing of a pre-lease agreement and $ 10.0 million was paid in 2023 as a requirement of entering into the ground lease.

The consolidated joint venture classifies this ground lease as an operating lease.

As a result, the consolidated joint venture recorded a Right of Use Assets – Operating Leases and Lease Liabilities – Operating Leases of approximately $ 160.1 million and $ 134.5 million, respectively, on its Consolidated Balance Sheets.

The 343 Madison Avenue ground lease had operating lease costs of approximately $ 5.0 million and $ 5.0 million for the three and nine months ended September 30, 2023 , respectively.

The following table provides a maturity analysis for the 343 Madison Avenue operating lease as of August 1, 2023 (in thousands):

Period from August 1, 2023 through December 31, 2023 $ —

The Company classifies this lease as an operating lease.

As a result, the Company recorded a Right of Use Assets – Operating Leases and Lease Liabilities – Operating Leases of approximately $ 23.9 million and $ 23.2 million, respectively, on its Consolidated Balance Sheets as of March 31, 2024.

There were no lease costs for the period from March 28, 2024 through March 31, 2024.

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

2024 (in thousands):

Period from March 28, 2024 through December 31, 2024 $ —

Thereafter 2,000

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Investments in Unconsolidated Joint Ventures

The investments in unconsolidated joint ventures consist of the following at September 30, 2023 and December 31, 2022:

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

Carrying Value of Investment (1)

Entity Properties Nominal % Ownership September 30, 2023 December 31, 2022

Entity Properties Nominal % Ownership March 31, 2024 December 31, 2023

(in thousands)

Square 407 Limited Partnership Market Square North 50.00 % $ ( 6,103 ) $ ( 5,996 )

BP/CRF Metropolitan Square LLC Metropolitan Square 20.00 % (2) — ( 37,629 )

901 New York, LLC 901 New York Avenue 25.00 % (2) — ( 11,764 )

WP Project Developer LLC Wisconsin Place Land and Infrastructure 33.33 % (3) 30,221 30,375

33.33 % (4) 30,890 31,971

500 North Capitol Venture LLC 500 North Capitol Street, NW 30.00 % ( 10,773 ) ( 10,253 )

501 K Street LLC 1001 6th Street 50.00 % 45,013 44,774

50.00 % 44,506 42,922

Podium Developer LLC The Hub on Causeway - Podium 50.00 % 45,068 45,201

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Hotel Tower Developer LLC The Hub on Causeway - Hotel Air Rights 50.00 % 13,680 13,494

50.00 % 12,033 12,366

Office Tower Developer LLC 100 Causeway Street 50.00 % 57,079 57,660

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BP-M 3HB Venture LLC 3 Hudson Boulevard 25.00 % 114,331 115,103

SMBP Venture LP Santa Monica Business Park 55.00 % 158,561 164,735

Platform 16 Holdings LP Platform 16 55.00 % 51,349 45,564

6 unchanged sentences

200 Fifth Avenue JV LLC 200 Fifth Avenue 26.69 % 76,728 75,718

ABXP Worldgate Investments LLC 13100 and 13150 Worldgate Drive 50.00 % 17,428 N/A

ABXP Worldgate Investments LLC 13100 and 13150 Worldgate Drive 50.00 % 18,079 17,546

$ 1,370,447 $ 1,337,416

_______________

(1) Investments with deficit balances aggregating approximately $ 40.0 million and $ 85.4 million at September 30, 2023 and December 31, 2022, respectively, are included within Other Liabilities in the Company’s Consolidated Balance Sheets.

(2) This entity is a VIE as of September 30, 2023 (See Note 2).

During the three months ended September 30, 2023, the Company completed a restructuring of its ownership in Metropolitan Square, as described below in this Note 5 and Note 14.

(3) The Company’s economic ownership has increased based on the achievement of certain return thresholds.

At September 30, 2023 and December 31, 2022, the Company’s economic ownership was approximately 50 %.

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

(2) At December 31, 2023, the Company’s economic ownership was approximately 50 %.

On January 8, 2024, the Company completed the acquisition of its joint venture partner’s 50 % economic ownership interest for a gross purchase price of $ 10.0 million, as described in Note 3 and this Note 5.

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

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

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

(7) During the three months ended September 30, 2023, the Company recognized an other-than-temporary impairment loss on its investment.

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

(9) The Company’s ownership includes (1) a 35.79 % direct interest in the joint venture, (2) an additional 5.837 % indirect ownership in the joint venture, and (3) an additional 1 % interest in each of the two entities through which each partner owns its interest in the joint venture.

The Company’s partners will fund required capital until their aggregate investment is approximately 58 % of all capital contributions;

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

(6) The Company’s ownership includes (1) a 35.79 % direct interest in the joint venture, (2) an additional 35.02 % indirect ownership in the joint venture, and (3) an additional 1 % interest in the entity through which the partner owns its interest in the joint venture.

Certain of the Company’s unconsolidated joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint ventures.

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

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

(in thousands)

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_______________

(1) At September 30, 2023 and December 31, 2022, this amount included right of use assets - finance leases totaling approximately $ 248.9 million.

At September 30, 2023 and December 31, 2022, this amount included right of use assets - operating leases totaling approximately $ 20.3 million and $ 21.2 million, respectively.

(2) At September 30, 2023 and December 31, 2022, this amount included lease liabilities - finance leases totaling approximately $ 378.4 million and $ 382.2 million, respectively.

At September 30, 2023 and December 31, 2022, this amount included lease liabilities - operating leases totaling approximately $ 30.5 million.

(1) At March 31, 2024 and December 31, 2023, this amount included right of use assets - operating leases totaling approximately $ 19.8 million and $ 20.1 million, respectively.

(2) At March 31, 2024 and December 31, 2023, this amount included sales-type lease receivable, net totaling approximately $ 14.0 million and $ 13.9 million, respectively.

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

(4) This amount represents the aggregate difference between the Company’s historical cost basis and the basis reflected at the joint venture level, which is typically amortized over the life of the related assets and liabilities.

Basis differentials result from impairments of investments, acquisitions through joint ventures with no change in control and upon the transfer of assets that were previously owned by the Company into a joint venture.

During the three months ended September 30, 2023, the Company recognized an other-than-temporary impairment loss on its investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza of approximately $ 155.2 million, $ 54.0 million, $ 33.4 million and $ 29.9 million, respectively, as well as a $ 35.8 million gain on investment related to Metropolitan Square, as described below in this Note 5.

In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the joint venture level.

The majority of the Company’s basis differences are as follows:

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Property (in thousands)

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Gateway Commons 49,593 48,971

Metropolitan Square 37,053 1,320

Safeco Plaza ( 29,432 ) ( 29,678 )

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

(4) Investments with deficit balances aggregating approximately $ 40.0 million and $ 85.4 million at September 30, 2023 and December 31, 2022, respectively, are reflected within Other Liabilities in the Company’s Consolidated Balance Sheets.

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

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

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

2023 2022 2023 2022

Three months ended March 31,

(in thousands)

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Other income (expense)

Loss from early extinguishment of debt — — ( 3 ) ( 1,327 )

Interest expense ( 43,563 ) ( 57,250 )

Unrealized gain on derivative instruments 10,242 — 14,089 —

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

Unrealized gain (loss) on derivative instruments 10,112 ( 10,610 )

Net income (loss) $ 8,321 $ ( 23,695 )

Company’s share of net income (loss) $ 2,960 $ ( 6,902 )

Gain on investment (2) 35,756 — 35,756 —

Impairment losses on investments (3) ( 272,603 ) — ( 272,603 ) —

Gain on sale / consolidation 21,696 —

Basis differential (2) ( 5,470 ) ( 667 )

Loss from unconsolidated joint ventures $ ( 247,556 ) $ ( 3,524 ) $ ( 261,793 ) $ ( 1,389 )

Income (loss) from unconsolidated joint ventures $ 19,186 $ ( 7,569 )

_______________

(1) Includes straight-line rent adjustments of approximately $ 7.7 million and $ 9.6 million for the three months ended September 30, 2023 and 2022, respectively, and approximately $ 20.9 million and $ 54.9 million for the nine months ended September 30, 2023 and 2022, respectively.

(2) During the three months ended September 30, 2023, the Company completed a restructuring of its ownership in Metropolitan Square, as described below in this Note 5.

(3) During the three months ended September 30, 2023, the Company recognized an other-than-temporary impairment loss on its investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza of approximately $ 155.2 million, $ 54.0 million, $ 33.4 million and $ 29.9 million respectively, as described below in this Note 5.

(4) Includes straight-line rent adjustments of approximately $ 0.4 million and $ 0.1 million for the three months ended September 30, 2023 and 2022, respectively, and approximately $ 1.1 million and $ 0.3 million for the nine months ended September 30, 2023 and 2022, respectively.

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

On January 31, 2023, the Company acquired a 50 % interest in a joint venture that owns 13100 and 13150 Worldgate Drive located in Herndon, Virginia for a gross purchase price of approximately $ 17.0 million.

The acquisition was completed with available cash.

13100 and 13150 Worldgate Drive consists of two vacant office buildings aggregating approximately 350,000 rentable square feet and a 1,200 -space structured parking deck situated on a 10 -acre site.

The joint venture intends to redevelop the property for residential use.

There can be no assurance that the joint venture will commence the development as currently contemplated or at all.

On April 21, 2023, a joint venture in which the Company owns a 50 % interest exercised an option to extend the maturity date of the construction loan collateralized by its 7750 Wisconsin Avenue property.

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

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

The extended loan

now matures on April 26, 2024, with a one -year extension option, subject to certain conditions.

7750 Wisconsin Avenue is a premier workplace with approximately 734,000 net rentable square feet located in Bethesda, Maryland.

On June 5, 2023, a joint venture in which the Company owns a 30 % interest repaid the existing construction loan collateralized by its 500 North Capitol Street, NW property and obtained new mortgage loans with related parties.

At the time of the pay off, the outstanding balance of the loan totaled approximately $ 105.0 million and the loan was scheduled to mature on June 6, 2023.

The new mortgage loans have an aggregate principal balance of $ 105.0 million, bear interest at a weighted average fixed rate of 6.83 % per annum and mature on June 5, 2026.

The Company’s portion of the mortgage loans, $ 10.5 million, has been reflected as a Related Party Note Receivable on the Company’s Consolidated Balance Sheets.

500 North Capitol Street, NW is an approximately 231,000 net rentable square foot premier workplace in Washington, DC.

On June 28, 2023, a joint venture in which the Company owns a 25 % interest exercised an option to extend by 30 days the maturity date of the loan collateralized by its 3 Hudson Boulevard property.

At the time of the extension, the outstanding balance of the loan totaled $ 80.0 million, bore interest at a variable rate equal to LIBOR plus 3.50 % per annum and was scheduled to mature on July 13, 2023, with two extension options ( 30 days and 180 days, respectively), subject to certain conditions.

Following the extension, the modified loan was scheduled to mature on August 13, 2023, with one 180-day extension option, subject to certain conditions.

The extended loan continued to bear interest at a variable rate equal to LIBOR plus 3.50 % per annum for the period from June 28, 2023 through July 6, 2023.

For the period commencing on July 7, 2023 through the maturity date, the modified loan bore interest at a variable rate equal to Term SOFR plus approximately 3.61 % per annum.

On August 11, 2023, the joint venture exercised its second extension option of 180-days.

The extended loan now matures on February 9, 2024.

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

(1) Includes straight-line rent adjustments of approximately $ 7.7 million and $ 6.3 million for the three months ended March 31, 2024 and 2023, respectively.

(2) Includes depreciation and amortization of approximately $ 2.9 million and $ 3.7 million for the three months ended March 31, 2024 and 2023, respectively.

Includes unrealized gain (loss) on derivative instruments of approximately $ 2.7 million and $( 2.8 ) million for the three months ended March 31, 2024 and 2023, respectively.

Includes straight-line rent adjustments of approximately $ 0.3 million for the three months ended March 31, 2024 and 2023.

Also includes net above-/below-market rent adjustments of approximately $ 0.2 million for the three months ended March 31, 2024 and 2023.

On January 2, 2024, a joint venture in which the Company has a 50 % interest partially placed in-service 651 Gateway, an approximately 327,000 net rentable square foot laboratory/life sciences project in South San Francisco, California.

The property is approximately 21 % pre-leased as of May 2, 2024.

On January 8, 2024, the Company acquired its joint venture partner’s 50 % economic ownership interest in the joint venture that owns 901 New York Avenue, located in Washington, DC, for a gross purchase price of $ 10.0 million in cash (See Note 3).

Prior to the acquisition, the Company had a 50 % economic ownership interest in the joint venture and accounted for it under the equity method of accounting.

The acquisition resulted in the Company having full ownership of the joint venture such that the Company now accounts for the assets, liabilities, and operations of it on a consolidated basis in its financial statements instead of under the equity method of accounting and as a result recognized a gain on consolidation of approximately $ 21.8 million.

On February 6, 2024, a joint venture in which the Company owns a 25 % interest extended the maturity date of the loan collateralized by its 3 Hudson Boulevard property.

The extended loan continues to bear interest at a variable rate equal to Term SOFR plus approximately 3.61 % per annum and matures on May 9, 2024 .

At the time of the extension, the loan had an outstanding balance totaling $ 80.0 million and was scheduled to mature on February 9, 2024.

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

On July 28, 2023, a joint venture in which the Company has a 50 % interest modified and exercised an option to extend by one year the maturity date of its loan collateralized by 100 Causeway Street.

At the time of the modification and extension, the loan had an outstanding balance totaling approximately $ 340.6 million, bore interest at Term SOFR plus 1.60 % per annum, and was scheduled to mature on September 5, 2023.

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

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

On September 1, 2023, a joint venture in which the Company has 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 the Company has a 50 % interest modified the loan collateralized by its Hub on Causeway - Podium property.

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

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

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

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

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

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

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

Step one of the restructuring was completed on September 13, 2023, and resulted in, among other things,

(i) the cessation of the Company’s obligation to fund future investments through its then 20 % equity interest, which caused the Company to recognize a gain on investment of approximately $ 35.8 million related to its deficit investment balance, which was primarily due to excess distributions, and (ii) the removal of the property from the Company’s in-service portfolio.

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

See Note 14 for a description of step two of the restructuring.

The Company’s investments in unconsolidated joint ventures are reviewed for indicators of impairment on a quarterly basis and the Company records impairment charges when events or circumstances indicate that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary.

During the three months ended September 30, 2023, the Company continued to evaluate declining market conditions and underlying key assumptions of certain investments in unconsolidated joint ventures, including the receipt and consideration of certain third-party joint venture property appraisals.

Such evaluation of key impairment indicators resulted in the Company determining that the decline in value, for certain joint venture properties, was other-than-temporary and therefore the Company recorded impairment charges during the three months ended September 30, 2023, as described below.

During the three months ended June 30, 2023, a joint venture in which the Company has a 55 % interest elected to pause vertical construction on Platform 16 in San Jose, California.

Platform 16 was planned to be constructed in phases to best accommodate market demand.

The first phase of the development project included the construction of an approximately 390,000 net rentable square foot premier workplace building and below-grade parking garage.

The joint venture intends to complete the construction of the below-grade parking garage and building foundation elements over the next several months to facilitate a restart of construction in the future as demand improves.

Upon electing to pause vertical construction, the Company performed an analysis to determine if there was an other-than temporary impairment.

Based on the market rent assumptions and new expected timeline for completion of the project, as of June 30, 2023, the Company concluded there was not an other-than temporary impairment present.

During the three months ended September 30, 2023, the real estate and leasing conditions in the San Jose, California market continued to deteriorate and the Company further extended its construction pause assumption.

These conditions, combined with a decrease in market rent assumptions, resulted in the Company recognizing a non-cash impairment charge totaling approximately $ 155.2 million, which represented the decline in the fair value below the carrying value of the Company’s investment in the unconsolidated joint venture that owns Platform 16.

The Company determined that its investment was categorized within Level 3 of the fair value hierarchy, as it utilized significant unobservable inputs in its assessment, including an exit capitalization rate of 6.0 %, and a discount rate of 12.0 %.

During the three months ended September 30, 2023, the Company recognized a non-cash impairment charge totaling approximately $ 54.0 million, which represented the decline in the fair value below the carrying value of the Company’s investment in the unconsolidated joint venture that owns 360 Park Avenue South.

The Company assessed the impairment and concluded that it was other than temporary.

360 Park Avenue South is currently under redevelopment to be a premier workplace with approximately 450,000 net rentable square feet located in New York City, New York.

During the three months ended September 30, 2023, the Company recognized a non-cash impairment charge totaling approximately $ 33.4 million, which represented the decline in the fair value below the carrying value of the Company’s investment in the unconsolidated joint venture that owns 200 Fifth Avenue.

The Company assessed the impairment and concluded that it was other than temporary.

200 Fifth Avenue is a premier workplace with approximately 855,000 net rentable square feet located in New York City, New York.

During the three months ended September 30, 2023, the Company recognized a non-cash impairment charge totaling approximately $ 29.9 million, which represented the decline in the fair value below the carrying value of the Company’s investment in the unconsolidated joint venture that owns Safeco Plaza.

The Company assessed the impairment and concluded that it was other than temporary.

Safeco Plaza is a premier workplace with approximately 779,000 net rentable square feet located in Seattle, Washington.

On February 9, 2024, a joint venture in which the Company owns a 50 % interest exercised an option to extend the maturity date of the construction loan collateralized by its 7750 Wisconsin Avenue property.

The construction loan had a total commitment amount of approximately $ 252.6 million.

The extended loan continues to bear interest at a variable rate equal to Term SOFR plus 1.35 % per annum and matures on April 26, 2025 .

At the time of the extension, the loan had an outstanding balance totaling approximately $ 251.6 million and was scheduled to mature

on April 26, 2024.

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

Mortgage Notes Payable

On January 8, 2024, the Company acquired its joint venture partner’s 50 % economic ownership interest in the joint venture that owns 901 New York Avenue located in Washington, DC (See Note 3).

The property is subject to existing mortgage indebtedness.

At acquisition, the mortgage loan had an outstanding principal balance of approximately $ 207.1 million, bore interest at 3.61 % per annum and was scheduled to mature on January 5, 2025 .

The mortgage loan was recorded at a fair value of approximately $ 198.7 million.

On January 11, 2024, the Company modified the mortgage loan to provide for two extension options totaling five years of additional term, each subject to certain conditions.

Unsecured Senior Notes

The following summarizes the unsecured senior notes outstanding as of September 30, 2023 (dollars in thousands):

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

Coupon/Stated Rate Effective Rate(1) Principal Amount Maturity Date(2)

10.5 Year Unsecured Senior Notes 3.800 % 3.916 % $ 700,000 February 1, 2024

7 Year Unsecured Senior Notes 3.200 % 3.350 % $ 850,000 January 15, 2025

16 unchanged sentences

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

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 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.

On February 1, 2024, BPLP repaid $ 700.0 million in aggregate principal amount of its 3.800 % senior notes due February 1, 2024.

The repayment was completed with available cash and the $ 600.0 million proceeds from the mortgage loan entered into on October 26, 2023.

The repayment price was approximately $ 713.3 million, which was equal to the stated principal plus approximately $ 13.3 million of accrued and unpaid interest to, but not including, the repayment date.

1 unchanged sentence

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

Unsecured Credit Facility

BPLP’s unsecured credit facility (the “2021 Credit Facility”) provides for borrowings of up to $ 1.815 billion, as described below in this Note 6, through BPLP’s revolving facility (the “Revolving Facility”), subject to customary conditions.

The 2021 Credit Facility matures on June 15, 2026 and includes a sustainability-linked pricing

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 (the “Accordion”).

On September 28, 2023, 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.

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

The 2021 Credit Facility also features a sustainability-linked pricing component such that if BPLP meets certain sustainability performance targets, the applicable per annum interest rate will be reduced by one basis point.

In addition, the 2021 Credit Facility contains a competitive bid option for up to 65 % of the Revolving Facility that allows banks that are part of the lender consortium to bid to make loan advances to BPLP at a reduced interest rate.

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

On June 1, 2023, BPLP 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.

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, BPLP had no amount outstanding under the Revolving Facility.

Unsecured Term Loan

On January 4, 2023, BPLP entered into a credit agreement that provided for a $ 1.2 billion unsecured term loan facility (the “2023 Unsecured Term Loan”).

Under the credit agreement, BPLP may, at any time prior to the maturity date, increase total commitments by up to an additional $ 300.0 million in aggregate principal amount by increasing the existing 2023 Unsecured Term Loan or incurring one or more additional term loans, in each case, subject to syndication of the increase and other conditions.

The 2023 Unsecured Term Loan matures on May 16, 2024 , with one 12 -month extension option, subject to customary conditions.

Upon entry into the credit agreement, BPLP exercised its option to draw $ 1.2 billion under the 2023 Unsecured Term Loan, a portion of which was used to repay in full the $ 730.0 million outstanding under its prior unsecured credit agreement (the “2022 Unsecured Term Loan”), which was scheduled to mature on May 16, 2023.

There was no prepayment penalty associated with the repayment of the 2022 Unsecured Term Loan.

At BPLP’s option, loans under the 2023 Unsecured Term Loan will bear interest at a rate per annum equal to (1) a base rate equal to the greatest of (a) the Federal Funds rate plus 0.5 %, (b) the administrative agent’s prime rate, (c) Term SOFR for a one-month period plus 1.00 %, and (d) 1.00 %, in each case, plus a margin ranging from 0 to 60 basis points based on BPLP’s credit rating;

or (2) a rate equal to adjusted Term SOFR with a one-month period plus a margin ranging from 75 to 160 basis points based on BPLP’s credit rating.

Based on BPLP’s credit rating upon entry into the credit agreement, the base rate margin is 0 basis points and the Term SOFR margin is 0.85 %.

As of September 30, 2023, the 2023 Unsecured Term Loan bears interest at a rate equal to adjusted Term SOFR plus 0.85 % (see Note 7 ) .

At September 30, 2023, BPLP had $ 1.2 billion outstanding under the 2023 Unsecured Term Loan.

2021 Credit Facility and 2023 Unsecured Term Loan Compliance

The agreements governing the 2021 Credit Facility and 2023 Unsecured Term Loan contain customary representations and warranties, affirmative and negative covenants and events of default provisions, including the failure to pay indebtedness, breaches of covenants and bankruptcy and other insolvency events, which could result in the acceleration of the obligation to repay, in the case of the 2021 Credit Facility, all outstanding amounts and the cancellation of all commitments outstanding under the 2021 Credit Facility and, in the case of the 2023 Unsecured Term Loan, any outstanding amount under the 2023 Unsecured Term Loan.

Among other covenants, the 2021 Credit Facility and the 2023 Unsecured Term Loan require that BPLP maintain on an ongoing basis:

(1) a leverage ratio not to exceed 60 %, however, the leverage ratio may increase to no greater than 65 % provided that it is reduced back to 60 % within one year, (2) a secured debt leverage ratio not to exceed 55 %, (3) a fixed charge coverage ratio of at least 1.40 , (4) an unsecured debt leverage ratio not to exceed 60 %, however, the unsecured debt leverage ratio may increase to no greater than 65 % provided that it is reduced to 60 % within one year, (5) an unsecured debt interest coverage ratio of at least 1.75 and (6) limitations on permitted investments.

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

At March 31, 2024, BPLP was in compliance with each of these financial restrictions and requirements.

Derivative Instruments and Hedging Activities

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 2023 Unsecured Term Loan interest rate.

These interest rate swaps were entered into to fix Term SOFR, the reference rate for BPLP’s 2023 Unsecured Term Loan, at a weighted-average rate of 4.6420 % for the period commencing on May 4, 2023 and ending on May 16, 2024 (see Note 6 ) .

For the three months ended September 30, 2023 and the period from May 4, 2023 through September 30, 2023, the Company recognized approximately $( 1.9 ) million and $( 2.8 ) million, respectively, of interest expense related to its interest rate swap contracts.

BPLP’s agreements with the swap derivative counterparties contain provisions whereby if BPLP defaults on the underlying indebtedness, including defaults where repayment of the indebtedness has not been accelerated by the lender, then BPLP could also be declared in default of the swap derivative obligation.

As of March 31, 2024, the Company had not posted any collateral related to the agreements.

Effective Hedge Instruments

BPLP assesses the effectiveness of its hedges both at inception and on an ongoing basis.

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BPLP’s derivative financial instruments are cash flow hedges that are designated as effective hedges, and are carried at their estimated fair value on a recurring basis (See Note 2).

The Company did not incur any ineffectiveness during the three and nine months ended September 30, 2023.

BPLP’s interest rate swap contracts consisted of the following at September 30, 2023 (dollars in thousands):

The Company did not incur any ineffectiveness during the three months ended March 31, 2024.

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

Derivative Instrument Aggregate Notional Amount Strike Rate Range Balance Sheet Location

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Interest Rate Swaps $ 1,200,000 May 4, 2023 May 16, 2024 4.638 % — 4.646 % Prepaid expenses and other assets $ 1,006

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

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

Interest Rate Swaps 600,000 December 15, 2023 October 26, 2028 3.790 % — 3.798 % Prepaid expenses and other assets 4,646

1,800,000 5,652

Interest Rate Swaps 300,000 December 14, 2023 April 1, 2025 2.661 % — 2.688 % Prepaid expenses and other assets 6,646

$ 2,100,000 $ 12,298

_______________

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

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

Three months ended March 31,

Amount of gain (loss) related to the effective portion recognized in other comprehensive income (1) $ 16,351 $ ( 6,538 )

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

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

(2) Includes amounts from previous interest rate programs.

BPLP has formally documented all of its relationships between hedge instruments and hedging items, as well as its risk-management objectives and strategy for undertaking various hedge transactions.

While management believes its judgments are reasonable, a change in a derivative's effectiveness as a hedge could materially affect expenses, net income (loss) and equity.

As of September 30, 2023, the Company had not posted any collateral related to the agreements.

Ineffective Hedging Instruments

During the year ended December 31, 2023, to satisfy a lender requirement, the Company entered into two agreements with the same third-party to purchase and sell a $ 600.0 million interest rate cap.

The Company did not elect hedge accounting, and as such, any change in market value will be recognized in Gain (losses) from interest rate contracts in the Consolidated Statement of Operations.

For the three months ended March 31, 2024 and 2023, the Company recognized no impact to its Consolidated Statement of Operations from entering into these agreements.

Commitments and Contingencies

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

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

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

Certain of the Company’s joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint ventures.

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In connection with the refinancing of 767 Fifth Avenue’s (the General Motors Building) secured loan by the Company’s consolidated joint venture entity, 767 Venture, LLC, the Company guaranteed the consolidated entity’s obligation to fund various reserves for tenant improvement costs and allowances, leasing commissions and free rent obligations in lieu of cash deposits.

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

As of March 31, 2024, the maximum funding obligation under the guarantee was approximately $ 8.5 million.

The Company earns a fee from the joint venture for providing the guarantee and has an agreement with the outside partners to reimburse the joint venture for their share of any payments made under the guarantee.

As of September 30, 2023, no amounts related to the guarantee were recorded as liabilities in the Company’s consolidated financial statements.

In connection with the development of the Company’s 290 Binney Street project located in Cambridge, Massachusetts, which commenced on January 5, 2023 (see Note 3), the Cambridge Zoning Ordinance requires that a building permit for the construction of a residential project of at least 400,000 square feet be issued prior to or concurrently with the issuance of a building permit for the commercial building.

290 Binney Street and the residential project are components of the Company’s future life sciences development project located in the heart of Kendall Square in Cambridge, Massachusetts.

When completed the Company expects the project will consist of two premier workplace properties aggregating approximately 1.1 million rentable square feet of life sciences space and the approximately 400,000 square foot residential building.

The commencement of construction of each phase of the overall project is subject to various conditions, some of which are not within the Company’s control.

There can be no assurance that the conditions will be satisfied or that the Company will commence the development of the remaining phases on the terms and schedule currently contemplated or at all.

As of March 31, 2024, no amounts related to the guarantee were recorded as liabilities in the Company’s consolidated financial statements.

In connection with the sale of Metropolitan Square, in which the Company had a 20 % equity interest, the Company agreed to become a co-lender of up to $ 20.0 million under a mezzanine loan.

The mezzanine loan has a maximum principal amount of $ 100.0 million, and it is subordinate only to an existing senior loan.

The mezzanine loan may be drawn upon for future lease-up, operating and other costs on an as needed basis, and amounts borrowed will bear interest at a per annum rate of 12 %, compounded monthly.

As of March 31, 2024, the Company has funded approximately $ 2.2 million.

Legal Matters

The Company is subject to various legal proceedings and claims that arise in the ordinary course of business.

These matters are generally covered by insurance.

Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company.

In connection with the acquisition of a premier workplace in New York City in 2010, the Company entered into an agreement with the seller pursuant to which the seller could earn various fees based on the future leasing performance of the property.

The Company initially accrued approximately $ 1.5 million as an estimate of the fees it would owe the seller.

The seller filed suit against the Company claiming that consideration significantly in excess of the initial reserve amount is owed under the agreement in 2020.

The disagreement between the Company and the

seller involves material issues of contract interpretation and, more importantly, the method of calculating fees, including various inputs (both facts and assumptions) that drive the calculation.

In February 2024, a summary judgment was issued interpreting certain sections of the agreement in favor of the seller’s claims.

The Company believes it has meritorious defenses to the seller’s claims, is disputing the seller’s calculations and intends to continue defending itself vigorously.

However, there can be no assurance that the Company will prevail in the lawsuit.

If the court ultimately agrees with the seller’s calculations, then amounts due to the seller could theoretically be as high as the additional $ 31 million claimed in the seller’s complaint, plus interest.

Although the Company rejects those calculations, there can be no assurance that the Company’s ultimate liability will not be significantly greater than its established accrual.

On April 26, 2024, Brammer Bio MA, LLC (“Brammer”), a subsidiary of Thermo Fisher Scientific Inc.

and an abutter to the Company’s 290 Binney Street development project located in Cambridge, Massachusetts, filed a complaint in Superior Court in Suffolk County, Massachusetts against the Company relating to certain ongoing construction activities.

In the first quarter of 2023, the Company commenced development of 290 Binney Street, an approximately 566,000 net rentable square foot laboratory/life sciences property that is 100 % pre-leased to AstraZeneca Pharmaceuticals (“AstraZeneca”).

The Company has a 55 % interest in the joint venture that owns 290 Binney Street.

Brammer subleases the premises at 250 Binney Street, the Company’s approximately 67,000 net rentable square foot life sciences property that is adjacent to 290 Binney Street.

Brammer alleges that, as a result of the Company’s construction of 290 Binney Street, it is threatened with irreparable harm due to intrusion onto the 250 Binney Street premises and the loss of its property rights.

Brammer also alleges that the 290 Binney Street development project has caused and is causing major disruption to its manufacturing operations, and that it has suffered and will continue to suffer damages in the form of losses to its clients and customers.

Brammer brought the action for quiet title, breach of contract, trespass and nuisance, and it is seeking declaratory and injunctive relief and specific performance purportedly to protect its property interests in the premises located at 250 Binney Street.

The Company believes Brammer’s claims are without merit and intends to defend against them vigorously.

However, there can be no assurance the Company will prevail in the litigation.

If the Company is enjoined from further construction activities, it could suffer delays in construction that could result in its failure to deliver a completed building on the schedule contemplated by the Company’s lease with AstraZeneca or at all, and this could result in owing financial penalties to AstraZeneca and other third parties.

Although the Company is unable to estimate a range of loss for all related matters for which losses are reasonably possible, if the court grants injunctive relief or awards monetary damages to Brammer, it could have a material adverse effect on the Company’s results of operations and financial condition.

The Company’s property insurance program per occurrence limits are $ 1.0 billion for its portfolio insurance program, including coverage for acts of terrorism other than nuclear, biological, chemical or radiological terrorism (“Terrorism Coverage”).

The Company also carries $ 1.35 billion of property insurance in excess of the $ 1.0 billion of

coverage in the Company’s property insurance program for 601 Lexington Avenue, New York, New York, consisting of $ 750 million of property and Terrorism Coverage in excess of the Company’s property insurance program and $ 600 million of Terrorism Coverage only in excess of the $ 1.75 billion of coverage.

The Company also carries $ 1.35 billion of property insurance in excess of the $ 1.0 billion of coverage in the Company’s property insurance program for 601 Lexington Avenue, New York, New York, consisting of $ 750 million of property and Terrorism Coverage in excess of the Company’s property insurance program and $ 600 million of Terrorism Coverage only in excess of the $ 1.75 billion of coverage.

Certain properties, including the General Motors Building located at 767 Fifth Avenue in New York, New York (“767 Fifth Avenue”), are currently insured in separate insurance programs.

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If the Federal Government pays out for a loss under TRIA, it is mandatory that the Federal Government recoup the full amount of the loss from insurers offering TRIA coverage after the payment of the loss pursuant to a formula in TRIA.

The Company may elect to terminate the NBCR Coverage if the Federal Government seeks recoupment for losses paid under TRIA, if TRIA is not extended after its expiration on December 31, 2027, if there is a change in its portfolio or for any other reason.

The Company may elect to terminate the NBCR Coverage if the Federal Government seeks recoupment for losses paid

under TRIA, if TRIA is not extended after its expiration on December 31, 2027, if there is a change in its portfolio or for any other reason.

The Company intends to continue to monitor the scope, nature and cost of available terrorism insurance.

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In addition, BPLP has issued a guarantee to cover liabilities of IXP in the amount of $ 20.0 million.

The Company continues to monitor the state of the insurance market in general, and the scope and costs of coverage for acts of terrorism, earthquakes and pandemics, in particular, but the Company cannot anticipate what coverage will be available on commercially reasonable terms in future policy years.

The Company continues to monitor the state of the insurance market in general, and the scope and costs of coverage for acts of terrorism, earthquakes, pandemics and cybersecurity incidents, in particular, but the Company cannot anticipate what coverage will be available on commercially reasonable terms in future policy years.

There are other types of losses, such as from wars, for which the Company cannot obtain insurance at all or at a reasonable cost.

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Depending on the specific circumstances of each affected property, it is possible that the Company could be liable for mortgage indebtedness or other obligations related to the property.

Any such loss could materially and adversely affect the Company’s business and financial condition and results of operations.

Any such loss could materially and adversely affect the Company’s business, financial condition and results of operations.

Noncontrolling Interests

Noncontrolling interests relate to the interests in BPLP not owned by BXP and interests in consolidated property partnerships not wholly-owned by the Company.

As of September 30, 2023, the noncontrolling interests in BPLP consisted of 16,509,597 OP Units, 2,072,732 LTIP Units (including 480,511 LTIP Units earned by employees under the Company’s multi-year long-term incentive awards granted between 2012 and 2020 (i.e., 2012 OPP and 2013 - 2020 MYLTIP awards)), 349,267 2021 MYLTIP Units, 252,151 2022 MYLTIP Units and 322,053 2023 MYLTIP Units held by parties other than BXP.

As of March 31, 2024, the noncontrolling interests in BPLP consisted of the following:

OP Units LTIP Units (1) 2022 MYLTIP Units 2023 MYLTIP Units 2024 MYLTIP Units

16,492,171 2,666,636 252,151 322,053 330,479

(1) Includes 666,405 LTIP Units earned by employees under the Company’s multi-year long-term incentive awards granted between 2012 and 2021 (i.e., 2012 OPP and 2013 - 2021 MYLTIP awards).

Noncontrolling Interest—Common Units

During the nine months ended September 30, 2023, 100,422 OP Units were presented by the holders for redemption (including an aggregate of 93,586 OP Units issued upon conversion of LTIP Units, 2012 OPP Units and MYLTIP Units) and were redeemed by BXP in exchange for an equal number of shares of Common Stock.

At September 30, 2023, BPLP had outstanding 349,267 2021 MYLTIP Units, 252,151 2022 MYLTIP Units and 322,053 2023 MYLTIP Units.

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

At March 31, 2024, BPLP had outstanding the 2022 - 2024 MYLTIP Units.

Prior to the end of the respective three -year performance period for each plan, holders of MYLTIP Units are entitled to receive per unit distributions equal to one-tenth ( 10 %) of the regular quarterly distributions payable on an OP Unit, but will not be entitled to receive any special distributions.

After the three-year performance period for each plan has ended, (1) the number of MYLTIP Units, both vested and unvested, that MYLTIP award recipients have earned, if any, based on the establishment of a performance pool, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on an OP Unit and (2) with respect to the 2021 - 2023 MYLTIP, the Company will make a “catch-up” cash payment on the MYLTIP Units that are ultimately earned in an amount equal to the regular and special dividends, if any, declared during the performance period on Common Stock, less the distributions actually paid during the performance period on all of the awarded 2021 - 2023 MYLTIP Units.

On February 3, 2023, the measurement period for the Company’s 2020 MYLTIP awards ended and, based on BXP’s relative TSR performance, the final payout was determined to be 50 % of target, or an aggregate of approximately $ 3.8 million (after giving effect to employee separations).

After the three-year performance period for each plan has ended, (1) the number of MYLTIP Units, both vested and unvested, that MYLTIP award recipients have earned, if any, based on the establishment of a performance pool, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on an OP Unit and (2) with respect to the 2022 - 2024 MYLTIP Units, the Company will make a “catch-up” cash payment on the MYLTIP Units that are ultimately earned in an amount equal to the regular and special dividends, if any, declared during the performance period on a number of shares of Common Stock agreed to the number of 2022 - 2024 MYLTIP Units that are earned, less the distributions actually paid during the performance period on all of the awarded 2022 - 2024 MYLTIP Units.

On February 1, 2024, the measurement period for the Company’s 2021 MYLTIP awards ended and, based on BXP’s absolute and relative TSR performance, the final payout was determined to be 112 % of target, or an aggregate of approximately $ 12.6 million (after giving effect to employee separations).

As a result, an aggregate of 155,625 2021 MYLTIP Units that had been previously granted were automatically forfeited.

The following table presents BPLP’s distributions on the OP Units and LTIP Units (including the 2012 OPP Units, 2013 - 2019 MYLTIP Units and, after the February 3, 2023 measurement date, the 2020 MYLTIP Units) and its distributions on the 2020 MYLTIP Units (prior to the February 3, 2023 measurement date) and 2021 - 2023 MYLTIP Units (after the February 7, 2023 issuance date of the 2023 MYLTIP Units) that occurred during the nine months ended September 30, 2023:

The following table presents BPLP’s distributions on the OP Units and LTIP Units and MYLTIP Units paid or declared in 2024 and during the three months ended March 31, 2023:

Record Date Payment Date Distributions per OP Unit and LTIP Unit Distributions per MYLTIP Unit

September 29, 2023 October 31, 2023 $ 0.98 $ 0.098

June 30, 2023 July 31, 2023 $ 0.98 $ 0.098

March 28, 2024 April 30, 2024 $ 0.98 $ 0.098

December 29, 2023 January 30, 2024 $ 0.98 $ 0.098

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

Record Date Payment Date Distributions per OP Unit and LTIP Unit Distributions per MYLTIP Unit

September 30, 2022 October 31, 2022 $ 0.98 $ 0.098

June 30, 2022 July 29, 2022 $ 0.98 $ 0.098

March 31, 2023 April 28, 2023 $ 0.98 $ 0.098

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BXP may, in its sole discretion, elect to assume and satisfy the redemption obligation by paying either cash or issuing one share of Common Stock.

The value of the OP Units (other than OP Units owned by BXP), and LTIP Units (including the 2012 OPP Units and 2013 - 2020 MYLTIP Units), assuming in each case that all conditions had been met for the conversion thereof, had all of such units been redeemed at September 30, 2023 was approximately $ 1.2 billion based on the last reported price of a share of Common Stock on the New York Stock Exchange of $ 59.48 per share on September 29, 2023.

The value of the OP Units (other than OP Units owned by BXP), and LTIP Units (including the 2012 OPP Units and 2013 - 2021 MYLTIP Units), assuming in each case that all conditions had been met for the conversion thereof, had all of such units been redeemed at March 31, 2024 was approximately $ 1.3 billion based on the last reported price of a share of Common Stock on the New York Stock Exchange of $ 65.31 per share on March 28, 2024.

Noncontrolling Interests—Property Partnerships

The noncontrolling interests in property partnerships consist of the outside equity interests in ventures that are consolidated with the financial results of the Company because the Company exercises control over the entities that own the properties.

The equity interests in these ventures that are not owned by the Company, totaling approximately $ 1.6 billion and $ 1.5 billion a t September 30, 2023 and December 31, 2022, respectively, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

On July 28, 2023, the Company 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.

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

The Company owns a 55 % interest in the venture and its partner owns a 45 % interest, and the Company will provide customary development, property management, and leasing services.

The 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.

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

The transaction did not qualify as a sale of real estate for financial reporting purposes as the Company continues to effectively control this property and will continue to account for the property on a consolidated basis in its financial statements, s ee Note 4.

The equity interests in these ventures that are not owned by the Company, totaling approximately $ 1.7 billion and $ 1.6 billion at March 31, 2024 and December 31, 2023, respectively, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

On March 21, 2024, the Company completed the sale of a 45 % interest in 290 Binney Street in Cambridge, Massachusetts.

The institutional investor funded approximately $ 97.2 million in cash at closing, which is less than 45 % of the agreed upon carrying value of the property immediately prior to the transaction.

The institutional investor will fund all construction costs until its equity balance is proportionate to its ownership percentage, after which the Company and the institutional investor will fund the development project based on their respective ownership interests.

The Company retains a 55 % ownership interest in the joint venture.

The transaction did not qualify as a sale of real estate for financial reporting purposes as the Company continues to effectively control the property and thus will continue to account for the property on a consolidated basis in its financial statements and no gain was recognized in the Consolidated Statements of Operations.

The Company provides customary development, property management and leasing services to the joint venture.

The Company has accounted for the transaction as an equity transaction and as of March 21, 2024 has recognized noncontrolling interest in its Consolidated Balance Sheets totaling approximately $ 104.6 million, which is equal to 45 % of the aggregate carrying value of the total equity of the property immediately prior to the transaction.

The difference between the cash proceeds received and the noncontrolling interest recognized, which was approximately $ 7.5 million, has been reflected as a decrease in additional paid-in capital in the Company’s Consolidated Balance Sheets.

At the end of each reporting period, there will be a reallocation of the partners’ equity balances such that the ending balance in each partners’ capital account reflects each partners’ claim on net assets.

These adjustments will impact additional paid-in capital and noncontrolling interest in property partnerships in the Company’s Consolidated Balance Sheets.

For the period ended March 31, 2024, the adjustment was approximately $ 50.7 million.

290 Binney Street is an approximately 566,000 net rentable square foot laboratory/life sciences development project located in Cambridge, Massachusetts.

The development project is 100 % pre-leased to a life sciences company.

Stockholders’ Equity / Partners’ Capital

As of September 30, 2023, BXP had 156,939,180 shares of Common Stock outstanding.

As of September 30, 2023, BXP owned 1,755,215 general partnership units and 155,183,965 limited partnership units in BPLP.

As of March 31, 2024, BXP had 157,049,171 shares of Common Stock outstanding.

As of March 31, 2024, BXP owned 1,762,080 general partnership units and 155,287,091 limited partnership units in BPLP.

On May 17, 2023, BXP renewed its “at the market” (“ATM”) stock offering program through which it may sell from time to time up to an aggregate of $ 600.0 million of its Common Stock through sales agents over a three -year period.

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No shares of Common Stock have been issued under this ATM stock offering program.

During the nine months ended September 30, 2023, BXP did not issue any shares of Common Stock upon the exercise of options to purchase Common Stock.

As a result of the applicable exercise period ending, 103,641 options were forfeited during the nine months ended September 30, 2023.

As of September 30, 2023, BXP no longer has any outstanding options.

During the nine months ended September 30, 2023, BXP issued 100,422 shares of Common Stock in connection with the redemption of an equal number of redeemable OP Units from limited partners.

The following table presents BXP’s dividends per share and BPLP’s distributions per OP Unit and LTIP Unit paid or declared in 2023 and during the nine months ended September 30, 2022:

During the three months ended March 31, 2024, BXP issued 36,305 shares of Common Stock in connection with the redemption of an equal number of redeemable OP Units from limited partners.

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

Record Date Payment Date Dividend (Per Share) Distribution (Per Unit)

September 29, 2023 October 31, 2023 $ 0.98 $ 0.98

June 30, 2023 July 31, 2023 $ 0.98 $ 0.98

March 28, 2024 April 30, 2024 $ 0.98 $ 0.98

December 29, 2023 January 30, 2024 $ 0.98 $ 0.98

September 30, 2022 October 31, 2022 $ 0.98 $ 0.98

June 30, 2022 July 29, 2022 $ 0.98 $ 0.98

March 31, 2023 April 28, 2023 $ 0.98 $ 0.98

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The following tables present reconciliations of Net Income Attributable to Boston Properties, Inc.

to the Company’s share of Net Operating Income and Net Income Attributable to Boston Properties Limited Partnership to the Company’s share of Net Operating Income for the three and nine months ended September 30, 2023 and 2022.

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

2023 2022 2023 2022

to the Company’s share of Net Operating Income and Net Income Attributable to Boston Properties Limited Partnership to the Company’s share of Net Operating Income for the three months ended March 31, 2024 and 2023.

Three months ended March 31,

(in thousands)

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

Net income attributable to Boston Properties, Inc.

$ 79,883 $ 77,890

Noncontrolling interest—common units of the Operating Partnership

( 12,626 ) 40,883 8,642 82,821

Noncontrolling interests in property partnerships 17,221 18,660

Interest expense 161,891 134,207

Impairment loss 13,615 —

Net operating income from unconsolidated joint ventures 35,430 40,756

Loss from unconsolidated joint ventures 247,556 3,524 261,793 1,389

Depreciation and amortization expense 218,716 208,734

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Payroll and related costs from management services contracts

3,906 3,900 13,750 11,204

General and administrative expense 50,018 55,802

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46,570 47,097

Unrealized gain (loss) on non-real estate investment ( 51 ) — 332 —

Gains (losses) from investments in securities ( 925 ) ( 1,571 ) 2,311 ( 8,549 )

Other income - assignment fee — — — 6,624

Unrealized gain on non-real estate investment 396 259

Gains from investments in securities 2,272 1,665

Interest and other income (loss) 14,529 10,941

Gains on sales of real estate 517 262,345 517 381,293

Income (loss) from unconsolidated joint ventures 19,186 ( 7,569 )

Direct reimbursements of payroll and related costs from management services contracts

3,906 3,900 13,750 11,204

Development and management services revenue 6,154 8,980

Company’s share of Net Operating Income $ 497,680 $ 484,665

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

2023 2022 2023 2022

Three months ended March 31,

(in thousands)

Net income (loss) attributable to Boston Properties Limited Partnership $ ( 122,696 ) $ 403,578 $ 84,232 $ 819,195

Net income attributable to Boston Properties Limited Partnership $ 91,080 $ 88,830

Noncontrolling interests in property partnerships 17,221 18,660

Interest expense 161,891 134,207

Impairment loss 13,615 —

Net operating income from unconsolidated joint ventures 35,430 40,756

Loss from unconsolidated joint ventures 247,556 3,524 261,793 1,389

Depreciation and amortization expense 217,019 206,872

1 unchanged sentence

Payroll and related costs from management services contracts

3,906 3,900 13,750 11,204

General and administrative expense 50,018 55,802

1 unchanged sentence

46,570 47,097

Unrealized gain (loss) on non-real estate investment ( 51 ) — 332 —

Gains (losses) from investments in securities ( 925 ) ( 1,571 ) 2,311 ( 8,549 )

Other income - assignment fee — — — 6,624

Unrealized gain on non-real estate investment 396 259

Gains from investments in securities 2,272 1,665

Interest and other income (loss) 14,529 10,941

Gains on sales of real estate 517 262,357 517 385,349

Income (loss) from unconsolidated joint ventures 19,186 ( 7,569 )

Direct reimbursements of payroll and related costs from management services contracts

3,906 3,900 13,750 11,204

Development and management services revenue 6,154 8,980

Company’s share of Net Operating Income $ 497,680 $ 484,665

Net operating income (“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, 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 (loss) 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.

The Company believes NOI is useful to investors as a performance measure and believes it provides useful information to investors regarding its results of operations and financial condition because, when compared across periods, it reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income (loss) attributable to Boston Properties, Inc.

and net income (loss) attributable to Boston Properties Limited Partnership.

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

and net income attributable to Boston Properties Limited Partnership, as applicable, the most directly comparable GAAP financial measures, plus (1) net income attributable to noncontrolling interests, interest expense, impairment loss, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts and corporate general and administrative expense less (2) unrealized gain on non-real estate investment, gains from investments in securities, interest and other income (loss), 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.

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 the Company may not be comparable to NOI reported by other REITs or real estate companies that define NOI differently.

amount, plus the Company’s share of the amount from the Company’s unconsolidated joint ventures (calculated based upon the Company’s economic percentage ownership interest and, in some cases, after priority allocations), less the Company’s partners’ share of the amount from the Company’s consolidated joint ventures (calculated based upon the partners’ economic percentage ownership interests and, in some cases, after priority allocations, income allocation to private REIT shareholders and their share of fees due to the Company).

The Company’s share of NOI from unconsolidated joint ventures, as defined above, also does not include its share of losses from early extinguishment of debt from unconsolidated joint ventures, unrealized gain on derivative instruments, gain on investment, and impairment losses on investments, all of which are included within Loss from Unconsolidated Joint Ventures in the Company’s Consolidated Statements of Operations.

The Company’s internal reporting utilizes its share of NOI, which includes its share of NOI from consolidated and unconsolidated joint ventures, which is a non-GAAP financial measure that is calculated as the consolidated amount, plus the Company’s share of the amount from the Company’s unconsolidated joint ventures (calculated based upon the Company’s economic percentage ownership interest and, in some cases, after priority allocations), less the Company’s partners’ share of the amount from the Company’s consolidated joint ventures (calculated based upon the partners’ economic percentage ownership interests and, in some cases, after priority allocations,

income allocation to private REIT shareholders and their share of fees due to the Company).

The Company’s share of NOI from unconsolidated joint ventures, as defined above, also does not include its share of unrealized gain (loss) on derivative instruments and gain on sale / consolidation, all of which are included within Income (Loss) from Unconsolidated Joint Ventures in the Company’s Consolidated Statements of Operations.

Management utilizes its share of NOI in assessing its performance as the Company has several significant joint ventures and, in some cases, the Company exercises significant influence over, but does not control, the joint venture, in which case GAAP requires that the Company account for the joint venture entity using the equity method of accounting and the Company does not consolidate it for financial reporting purposes.

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Therefore, depreciation and amortization expense is not allocated among segments.

Interest expense, loss from unconsolidated joint ventures, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts, corporate general and administrative expense, unrealized gain (loss) 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 are not included in NOI and are provided as reconciling items to the Company’s reconciliations of its share of NOI to net income.

Interest expense, impairment loss, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts, corporate general and administrative expense, unrealized gain on non-real estate investment, gains from investments in securities, interest and other income (loss), income (loss) from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue are not included in NOI and are provided as reconciling items to the Company’s reconciliations of its share of NOI to net income.

The Company’s segments are based on the Company’s method of internal reporting which classifies its operations by geographic area.

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

For the three months ended September 30, 2023:

For the three months ended March 31, 2024:

Boston Los Angeles New York San Francisco Seattle Washington, DC Total

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

For the three months ended September 30, 2022:

Boston Los Angeles New York San Francisco Seattle Washington, DC Total

Rental Revenue:

Premier Workplace $ 255,958 $ — $ 260,926 $ 134,938 $ 12,293 $ 88,954 $ 753,069

Residential 3,837 — — 3,133 — 7,370 14,340

Hotel 11,749 — — — — — 11,749

Total 271,544 — 260,926 138,071 12,293 96,324 779,158

% of Grand Totals 34.85 % — % 33.49 % 17.72 % 1.58 % 12.36 % 100.00 %

Rental Expenses:

Premier Workplace 91,226 — 99,942 47,068 3,125 33,317 274,678

Residential 1,552 — — 2,125 — 3,347 7,024

Hotel 8,548 — — — — — 8,548

Total 101,326 — 99,942 49,193 3,125 36,664 290,250

% of Grand Totals 34.91 % — % 34.43 % 16.95 % 1.08 % 12.63 % 100.00 %

Net operating income $ 170,218 $ — $ 160,984 $ 88,878 $ 9,168 $ 59,660 $ 488,908

% of Grand Totals 34.81 % — % 32.93 % 18.18 % 1.88 % 12.20 % 100.00 %

Net operating income attributable to noncontrolling interests in property partnerships ( 11,293 ) — ( 37,013 ) — — — ( 48,306 )

Company’s share of net operating income (loss) from unconsolidated joint ventures 8,169 13,143 ( 259 ) 3,233 1,978 9,052 35,316

Company’s share of net operating income $ 167,094 $ 13,143 $ 123,712 $ 92,111 $ 11,146 $ 68,712 $ 475,918

% of Grand Totals 35.12 % 2.76 % 25.99 % 19.35 % 2.34 % 14.44 % 100.00 %

_______________

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

For the nine months ended September 30, 2023:

Boston Los Angeles New York San Francisco Seattle Washington, DC Total

Rental Revenue:

Premier Workplace $ 815,568 $ — $ 789,851 $ 408,173 $ 44,978 $ 272,872 $ 2,331,442

Residential 12,371 — — 10,720 — 12,677 35,768

Hotel 35,554 — — — — — 35,554

Total 863,493 — 789,851 418,893 44,978 285,549 2,402,764

% of Grand Totals 35.95 % — % 32.87 % 17.43 % 1.87 % 11.88 % 100.00 %

Rental Expenses:

Premier Workplace 293,004 — 312,895 144,732 9,013 105,908 865,552

Residential 4,782 — — 6,609 — 5,593 16,984

Hotel 23,852 — — — — — 23,852

Total 321,638 — 312,895 151,341 9,013 111,501 906,388

% of Grand Totals 35.49 % — % 34.52 % 16.70 % 0.99 % 12.30 % 100.00 %

Net operating income $ 541,855 $ — $ 476,956 $ 267,552 $ 35,965 $ 174,048 $ 1,496,376

% of Grand Totals 36.22 % — % 31.87 % 17.88 % 2.40 % 11.63 % 100.00 %

Net operating income attributable to noncontrolling interests in property partnerships ( 33,946 ) — ( 111,156 ) — — — ( 145,102 )

Company’s share of net operating income (loss) from unconsolidated joint ventures 25,294 38,501 10,951 10,819 5,598 31,012 122,175

Company’s share of net operating income $ 533,203 $ 38,501 $ 376,751 $ 278,371 $ 41,563 $ 205,060 $ 1,473,449

% of Grand Totals 36.19 % 2.61 % 25.57 % 18.89 % 2.82 % 13.92 % 100.00 %

_______________

For the nine months ended September 30, 2022:

For the three months ended March 31, 2023:

Boston Los Angeles New York San Francisco Seattle Washington, DC Total

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Net operating income attributable to noncontrolling interests in property partnerships ( 10,817 ) — ( 36,280 ) — — — ( 47,097 )

Company’s share of net operating income (loss) from unconsolidated joint ventures 25,996 40,147 ( 397 ) 9,597 5,877 27,127 108,347

Company’s share of net operating income from unconsolidated joint ventures 8,577 13,225 3,650 3,464 1,846 9,994 40,756

Company’s share of net operating income $ 171,589 $ 13,225 $ 123,077 $ 94,941 $ 13,144 $ 68,689 $ 484,665

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Earnings Per Share / Common Unit

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

and the number of common shares used in the computation of basic earnings per share (“EPS”), which is calculated by dividing net income (loss) attributable to Boston Properties, Inc.

The following table provides a reconciliation of both the net income attributable to Boston Properties, Inc.

and the number of common shares used in the computation of basic earnings per share (“EPS”), which is calculated by dividing net income attributable to Boston Properties, Inc.

by the weighted-average number of common shares outstanding during the period.

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Participating securities are included in the computation of diluted EPS of BXP using the if-converted method if the impact is dilutive.

Because the 2012 OPP Units and 2013 - 2020 MYLTIP Units required, and the 2021 - 2023 MYLTIP Units require, BXP to outperform absolute and/or relative return thresholds, unless such thresholds have been met by the end of the applicable reporting period, BXP excludes such units from the diluted EPS calculation.

Because the 2012 OPP Units and 2013 - 2021 MYLTIP Units required, and the 2022 - 2024 MYLTIP Units require, BXP to outperform certain performance thresholds, unless such thresholds have been met by the end of the applicable reporting period, BXP excludes such units from the diluted EPS calculation.

Other potentially dilutive common shares, including stock options, restricted stock and other securities of BPLP that are exchangeable for BXP’s Common Stock, and the related impact on earnings, are considered when calculating diluted EPS.

Three months ended September 30, 2023

(Numerator) Shares

(Denominator) Per Share

(in thousands, except for per share amounts)

Basic Earnings:

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

$ ( 111,826 ) 156,880 $ ( 0.71 )

Effect of Dilutive Securities:

Stock Based Compensation — — —

Diluted Earnings:

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

$ ( 111,826 ) 156,880 $ ( 0.71 )

Three months ended September 30, 2022

(Numerator) Shares

(Denominator) Per Share

(in thousands, except for per share amounts)

Basic Earnings:

Net income attributable to Boston Properties, Inc.

$ 360,977 156,754 $ 2.30

Allocation of undistributed earnings to participating securities

Net income attributable to Boston Properties, Inc.

360,215 156,754 2.30

Effect of Dilutive Securities:

Stock Based Compensation

— 379 ( 0.01 )

Diluted Earnings:

Net income attributable to Boston Properties, Inc.

$ 360,215 157,133 $ 2.29

Nine months ended September 30, 2023

Three months ended March 31, 2024

(Numerator) Shares

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$ 79,883 157,132 $ 0.51

Nine months ended September 30, 2022

Three months ended March 31, 2023

(Numerator) Shares

4 unchanged sentences

$ 77,890 156,803 $ 0.50

Allocation of undistributed earnings to participating securities

( 1,002 ) — ( 0.01 )

Net income attributable to Boston Properties, Inc.

726,142 156,708 4.63

Effect of Dilutive Securities:

Stock Based Compensation

— 436 ( 0.01 )

Diluted Earnings:

1 unchanged sentence

$ 77,890 157,043 $ 0.50

The following table provides a reconciliation of both the net income (loss) attributable to Boston Properties Limited Partnership and the number of common units used in the computation of basic earnings per common unit, which is calculated by dividing net income (loss) attributable to Boston Properties Limited Partnership by the weighted-average number of common units outstanding during the period.

The following table provides a reconciliation of both the net income attributable to Boston Properties Limited Partnership and the number of common units used in the computation of basic earnings per common unit, which is calculated by dividing net income attributable to Boston Properties Limited Partnership by the weighted-average number of common units outstanding during the period.

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities.

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Participating securities are included in the computation of diluted earnings per common unit using the if-converted method if the impact is dilutive.

Because the 2012 OPP Units and 2013 - 2020 MYLTIP Units required, and the 2021 - 2023 MYLTIP Units require, BXP to outperform absolute and/or relative return thresholds, unless such thresholds have been met by the end of the applicable reporting period, BPLP excludes such units from the diluted earnings per common unit calculation.

Because the 2012 OPP Units and 2013 - 2021 MYLTIP Units required, and the 2022 - 2024 MYLTIP Units require, BXP to outperform certain performance thresholds, unless such thresholds have been met by the end of the applicable reporting period, BPLP excludes such units from the diluted earnings per common unit calculation.

Other potentially dilutive common units and the related impact on earnings are considered when calculating diluted earnings per common unit.

Included in the number of units (the denominator) below are approximately 18,002,000 and 17,662,000 redeemable common units for the three months ended September 30, 2023 and 2022, respectively, and 17,928,000 and 17,631,000 redeemable common units for the nine months ended September 30, 2023 and 2022, respectively.

Three months ended September 30, 2023

(Numerator) Units

(Denominator) Per Unit

(in thousands, except for per unit amounts)

Basic Earnings:

Net income (loss) attributable to Boston Properties Limited Partnership $ ( 122,696 ) 174,882 $ ( 0.70 )

Effect of Dilutive Securities:

Stock Based Compensation

Diluted Earnings:

Net income (loss) attributable to Boston Properties Limited Partnership $ ( 122,696 ) 174,882 $ ( 0.70 )

Three months ended September 30, 2022

(Numerator) Units

(Denominator) Per Unit

(in thousands, except for per unit amounts)

Basic Earnings:

Net income attributable to Boston Properties Limited Partnership $ 403,578 174,416 $ 2.31

Allocation of undistributed earnings to participating securities

Net income attributable to Boston Properties Limited Partnership 402,730 174,416 2.31

Effect of Dilutive Securities:

Stock Based Compensation

— 379 ( 0.01 )

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership $ 402,730 174,795 $ 2.30

Nine months ended September 30, 2023

Included in the number of units (the denominator) below are approximately 18,272,000 and 17,849,000 redeemable common units for the three months ended March 31, 2024 and 2023, respectively.

Three months ended March 31, 2024

(Numerator) Units

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Net income attributable to Boston Properties Limited Partnership $ 91,080 175,404 $ 0.52

Nine months ended September 30, 2022

Three months ended March 31, 2023

(Numerator) Units

3 unchanged sentences

Net income attributable to Boston Properties Limited Partnership $ 88,830 174,652 $ 0.51

Allocation of undistributed earnings to participating securities

( 1,115 ) — ( 0.01 )

Net income attributable to Boston Properties Limited Partnership 818,080 174,339 4.69

Effect of Dilutive Securities:

Stock Based Compensation

— 436 ( 0.01 )

Diluted Earnings:

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Stock Option and Incentive Plan

On January 25, 2023, BXP’s Compensation Committee approved the grant of 2023 MYLTIP awards under the Boston Properties, Inc.

2021 Stock Incentive Plan (the “2021 Plan”) to certain executive officers of BXP, effective February 7, 2023.

The 2023 MYLTIP awards consist of two, equally weighted (50% each) components that utilize BXP’s TSR over a three-year measurement period as the performance metric.

Total earned awards under the 2023 MYLTIP, if any, will equal the sum of the number of LTIP Units earned under the first and second components and will range from zero to a maximum of 322,053 LTIP Units with a target of approximately 161,026 LTIP Units and linear interpolation between zero and maximum.

Earned awards (if any) will vest 100% on February 6, 2026, but, in general, may not be converted, redeemed, sold or otherwise transferred for one additional year thereafter.

The 2023 MYLTIP awards are in the form of LTIP Units issued on the grant date, and they are subject to forfeiture to the extent awards are not earned.

Prior to the performance measurement date holders of the 2023 MYLTIP Units are only entitled to one-tenth ( 10 %) of the regular quarterly distributions payable on common partnership units.

Following the completion of the three -year performance period, the Company will also make a “catch-up” cash payment on the 2023 MYLTIP Units that are ultimately earned in an amount equal to the regular and special distributions, if any, declared during the performance period on BXP’s Common Stock, less the distributions actually paid to holders of 2023 MYLTIP Units during the performance period on all of the awarded 2023 MYLTIP Units.

Under ASC 718 “Compensation - Stock Compensation,” the 2023 MYLTIP awards have an aggregate value of approximately $ 13.1 million, which amount will generally be amortized into earnings under the graded vesting method.

On January 25, 2024, the Compensation Committee of BXP’s Board of Directors approved the grant of 2024 Multi-Year Long-Term Incentive Program (the “2024 MYLTIP”) awards under the Boston Properties, Inc.

2021 Stock Incentive Plan (the “2021 Plan”) to certain executive officers of BXP.

The 2024 MYLTIP awards consists of three components.

Two of the components, each weighted 40%, utilize BXP’s TSR over a three year measurement period as the performance metrics and the third component utilizes a leverage ratio as the performance metric.

Earned awards will range from zero to a maximum of 330,479 LTIP Units depending on BXP’s performance under the three components, with a target of approximately 165,240 LTIP Units.

Under ASC 718 “Compensation - Stock Compensation,” the 2024 MYLTIP awards have an aggregate value of approximately $ 11.1 million.

As a result, an aggregate of 155,625 2021 MYLTIP Units that had been previously granted were automatically forfeited.

During the nine months ended September 30, 2023, BXP issued 73,414 shares of restricted common stock and BPLP issued 430,824 LTIP Units and 322,053 2023 MYLTIP Units to employees and non-employee directors under the 2021 Plan.

During the three months ended March 31, 2024, BXP issued 76,228 shares of restricted common stock and BPLP issued 431,123 LTIP Units and 330,479 2024 MYLTIP Units to employees and non-employee directors under the 2021 Plan.

Employees and non-employee directors paid $ 0.01 per share of restricted common stock and $ 0.25 per LTIP Unit and 2024 MYLTIP Unit.

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Such value is recognized as an expense ratably over the corresponding employee service period.

The shares of restricted common stock granted during the nine months ended September 30, 2023 were valued at approximately $ 5.4 million.

The LTIP Units granted were valued at approximately $ 29.4 million using a Monte Carlo simulation method model.

The shares of restricted common stock granted during the three months ended March 31, 2024 were valued at approximately $ 4.9 million.

The LTIP Units

granted were valued at approximately $ 25.6 million using a Monte Carlo simulation method model.

Because the 2012 OPP Units and 2013 - 2024 MYLTIP Units are subject to both a service condition and a market condition, the Company recognizes the related compensation expense under the graded vesting attribution method.

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Dividends paid on both vested and unvested shares of restricted stock are charged directly to Dividends in Excess of Earnings in Boston Properties, Inc.’s Consolidated Balance Sheets and Partners’ Capital in Boston Properties Limited Partnership’s Consolidated Balance Sheets.

Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and MYLTIP Units was approximately $ 4.8 million and $ 7.7 million for the three months ended September 30, 2023 and 2022, respectively, and $ 45.7 million and $ 43.2 million for the nine months ended September 30, 2023 and 2022, respectively.

At September 30, 2023, there was (1) an aggregate of approximately $ 25.1 million of unrecognized compensation expense related to unvested restricted stock, LTIP Units and 2020 MYLTIP Units and (2) an aggregate of approximately $ 0.5 million of unrecognized compensation expense related to unvested 2021 - 2023 MYLTIP Units that is expected to be recognized over a weighted-average period of approximately 2.5 years.

Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and MYLTIP Units was approximately $ 18.5 million and $ 25.9 million for the three months ended March 31, 2024 and 2023, respectively.

At March 31, 2024, there was (1) an aggregate of approximately $ 38.9 million of unrecognized compensation expense related to unvested restricted stock and LTIP Units and (2) an aggregate of approximately $ 5.8 million of unrecognized compensation expense related to unvested 2022 - 2024 MYLTIP Units that is expected to be recognized over a weighted-average period of approximately 2.7 years.

Subsequent Events

On October 2, 2023, step two of the Metropolitan Square restructuring (See Note 5 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.

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

In addition, the Company 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, the Company closed on a mortgage loan collateralized by its 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 4, 2023, the Company entered into an Amended and Restated Employment Agreement with Owen D.

For additional information, see Part II, Item 5(a) of this From 10-Q.

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 the Company’s premier workplaces and leases an aggregate of approximately 493,000 square feet, approximately 0.97 % of the Company’s in-service portfolio.

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

On April 5, 2024, the Company completed and fully placed in-service 760 Boylston Street, an approximately 118,000 net rentable square feet retail redevelopment located in Boston, Massachusetts.

On April 16, 2024, BPLP provided notice to exercise its one -year extension option on its $ 1.2 billion unsecured term loan facility (the “2023 Unsecured Term Loan”).

BPLP anticipates effectuating the extension on or prior to the current May 16, 2024 maturity date.

Upon effectiveness, the 2023 Unsecured Term Loan will mature on May 16, 2025.

After making an approximately $ 500.0 million optional repayment on April 29, 2024, the 2023 Unsecured Term Loan has an outstanding principal balance of $ 700.0 million as of May 2, 2024.

On April 17, 2024, BPLP established an unsecured commercial paper program.

Under the terms of the program, BPLP may issue, from time to time, unsecured commercial paper notes up to a maximum aggregate amount outstanding at any one time of $ 500 million with varying maturities of up to one year .

The notes will be sold in private placements and will rank pari passu with all of BPLP’s other unsecured senior indebtedness, including its outstanding senior notes.

The commercial paper program is backstopped by available capacity under BPLP's unsecured revolving credit facility (the “2021 Credit Facility”).

As of May 2, 2024, BPLP had $ 500.0 million outstanding under its commercial paper program that bears interest at a weighted-average rate of 5.58 % per annum.

Proceeds from the commercial paper program were used to reduce BPLP’s 2023 Unsecured Term Loan to $ 700.0 million.

On April 29, 2024, BPLP increased the current maximum borrowing amount under the 2021 Credit Facility from $ 1.815 billion to $ 2.0 billion.

All other terms of the 2021 Credit Facility, including its maturity date of June 15, 2026, remain unchanged.

BPLP had no borrowings under the 2021 Credit Facility as of May 2, 2024.

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 1. Financial Statements