What changed in this filing

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Item 1. Financial Statements

2024-08-05 compared with 2024-05-10 · 456 added, 229 removed, 974 unchanged (41% of the section changed)

ITEM 1—Financial Statements.

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

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

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)

June 30, 2024 December 31, 2023

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 7,490,887 and $ 7,054,075 at June 30, 2024 and December 31, 2023, respectively)

$ 27,273,494 $ 26,749,209

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

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at June 30, 2024 and December 31, 2023, respectively)

372,896 401,680

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

Right of use assets - operating leases (amounts related to VIEs of $ 149,605 and $ 158,885 at June 30, 2024 and December 31, 2023, respectively)

344,292 324,298

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

accumulated depreciation (amounts related to VIEs of $( 1,570,934 ) and $( 1,501,483 ) at June 30, 2024 and December 31, 2023, respectively)

( 7,198,566 ) ( 6,881,728 )

Total real estate 20,792,116 20,593,459

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

Cash and cash equivalents (amounts related to VIEs of $ 378,992 and $ 245,317 at June 30, 2024 and December 31, 2023, respectively)

685,376 1,531,477

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

Cash held in escrows (amounts related to VIEs of $ 6,805 and $ 22,160 at June 30, 2024 and December 31, 2023, respectively)

52,125 81,090

Investments in securities 36,844 36,337

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

Tenant and other receivables, net (amounts related to VIEs of $ 17,481 and $ 27,987 at June 30, 2024 and December 31, 2023, respectively)

82,145 122,407

2 unchanged sentences

Sales-type lease receivable, net 14,182 13,704

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

Accrued rental income, net (amounts related to VIEs of $ 416,840 and $ 401,159 at June 30, 2024 and December 31, 2023, respectively)

1,414,622 1,355,212

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

Deferred charges, net (amounts related to VIEs of $ 193,650 and $ 175,383 at June 30, 2024 and December 31, 2023, respectively)

800,099 760,421

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

Prepaid expenses and other assets (amounts related to VIEs of $ 14,753 and $ 11,824 at June 30, 2024 and December 31, 2023, respectively)

86,188 64,230

2 unchanged sentences

LIABILITIES AND EQUITY

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

Mortgage notes payable, net (amounts related to VIEs of $ 3,279,606 and $ 3,277,185 at June 30, 2024 and December 31, 2023, respectively)

$ 4,371,478 $ 4,166,379

2 unchanged sentences

Unsecured term loan, net 698,776 1,198,301

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

Unsecured commercial paper 500,000 —

Lease liabilities - finance leases (amounts related to VIEs of $ 20,864 and $ 20,794 at June 30, 2024 and December 31, 2023, respectively)

375,601 417,961

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

Lease liabilities - operating leases (amounts related to VIEs of $ 151,643 and $ 145,826 at June 30, 2024 and December 31, 2023, respectively)

385,842 350,391

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

Accounts payable and accrued expenses (amounts related to VIEs of $ 103,662 and $ 59,667 at June 30, 2024 and December 31, 2023, respectively)

372,484 458,329

2 unchanged sentences

112,107 133,684

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

Other liabilities (amounts related to VIEs of $ 95,202 and $ 115,275 at June 30, 2024 and December 31, 2023, respectively)

398,525 445,947

Total liabilities 17,184,205 17,833,785

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Commitments and contingencies (See Note 8)

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

Stockholders’ equity attributable to Boston Properties, Inc.:

Redeemable deferred stock units— 128,584 and 119,471 units outstanding at redemption value at June 30, 2024 and December 31, 2023, respectively

Stockholders’ equity attributable to BXP, Inc.:

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

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

Common stock, $ 0.01 par value, 250,000,000 shares authorized, 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

Common stock, $ 0.01 par value, 250,000,000 shares authorized, 157,176,741 and 157,019,766 issued and 157,097,841 and 156,940,866 outstanding at June 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

1 unchanged sentence

Dividends in excess of earnings ( 964,518 ) ( 816,152 )

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

Treasury common stock at cost, 78,900 shares at June 30, 2024 and December 31, 2023

( 2,722 ) ( 2,722 )

Accumulated other comprehensive loss ( 155 ) ( 21,147 )

Total stockholders’ equity attributable to Boston Properties, Inc.

Total stockholders’ equity attributable to BXP, Inc.

5,802,862 5,876,697

5 unchanged sentences

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

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three months ended March 31,

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

2024 2023 2024 2023

Lease $ 790,555 $ 761,733 $ 1,579,145 $ 1,518,608

3 unchanged sentences

Direct reimbursements of payroll and related costs from management services contracts

4,148 4,609 8,441 9,844

Total revenue 850,482 817,153 1,689,921 1,620,353

17 unchanged sentences

Noncontrolling interest—common units of the Operating Partnership ( 9,509 ) ( 12,117 ) ( 19,009 ) ( 21,169 )

Net income attributable to Boston Properties, Inc.

Net income attributable to BXP, Inc.

$ 79,615 $ 104,299 159,498 182,215

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

Basic earnings per common share attributable to BXP, Inc.

Net income $ 0.51 $ 0.67 $ 1.02 $ 1.16

Weighted average number of common shares outstanding 157,039 156,826 157,011 156,815

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

Diluted earnings per common share attributable to BXP, Inc.

Net income $ 0.51 $ 0.66 $ 1.01 $ 1.16

2 unchanged sentences

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

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited and in thousands)

Three months ended March 31,

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

2024 2023 2024 2023

Net income $ 106,949 $ 136,184 $ 213,553 $ 241,812

2 unchanged sentences

Amortization of interest rate contracts (1) 3,081 1,674 6,441 3,349

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

Other comprehensive income 4,017 16,639 23,728 11,776

Comprehensive income 110,966 152,823 237,281 253,588

Net income attributable to noncontrolling interests ( 27,334 ) ( 31,885 ) ( 54,055 ) ( 59,597 )

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

Comprehensive income attributable to Boston Properties, Inc.

Other comprehensive income attributable to noncontrolling interests ( 552 ) ( 1,831 ) ( 2,736 ) ( 1,463 )

Comprehensive income attributable to BXP, Inc.

$ 83,080 $ 119,107 $ 180,490 $ 192,528

_______________

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

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

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

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF EQUITY

3 unchanged sentences

Shares Amount

Equity, December 31, 2023

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

2 unchanged sentences

Dividends/distributions declared — — — ( 153,956 ) — — ( 18,842 ) — ( 172,798 )

Shares issued pursuant to stock purchase plan 8 — 600 — — — — — 600

Net activity from stock option and incentive plan 8 — 2,499 — — — 14,041 — 16,540

4 unchanged sentences

Reallocation of noncontrolling interest — — 10,845 — — — ( 10,845 ) — —

Equity, June 30, 2024

157,098 $ 1,571 $ 6,768,686 $ ( 964,518 ) $ ( 2,722 ) $ ( 155 ) $ 677,789 $ 1,801,676 $ 8,282,327

Equity, March 31, 2023

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

Redemption of operating partnership units to common stock 16 1 598 — — — ( 599 ) — —

Allocated net income for the period — — — 104,325 — — 12,091 19,768 136,184

Dividends/distributions declared — — — ( 153,716 ) — — ( 18,376 ) — ( 172,092 )

Net activity from stock option and incentive plan 8 — ( 110 ) — — — 14,052 — 13,942

Distributions to noncontrolling interests in property partnerships — — — — — — — ( 14,614 ) ( 14,614 )

Effective portion of interest rate contracts — — — — — 13,435 1,530 — 14,965

Amortization of interest rate contracts — — — — — 1,373 157 144 1,674

Reallocation of noncontrolling interest — — 11,359 — — — ( 11,359 ) — —

Equity, June 30, 2023

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

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, 2023 156,941 $ 1,569 $ 6,715,149 $ ( 816,152 ) $ ( 2,722 ) $ ( 21,147 ) $ 666,580 $ 1,640,704 $ 8,183,981

Redemption of operating partnership units to common stock 77 2 2,752 — — — ( 2,754 ) — —

Allocated net income for the period — — — 159,498 — — 19,009 35,046 213,553

Dividends/distributions declared — — — ( 307,864 ) — — ( 37,706 ) — ( 345,570 )

Shares issued pursuant to stock purchase plan 8 — 600 — — — — — 600

Net activity from stock option and incentive plan 72 — 4,761 — — — 28,310 — 33,071

Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — 47,326 — — — — 163,097 210,423

Distributions to noncontrolling interests in property partnerships — — — — — — — ( 37,459 ) ( 37,459 )

Effective portion of interest rate contracts — — — — — 15,481 1,806 — 17,287

Amortization of interest rate contracts — — — — — 5,511 642 288 6,441

Reallocation of noncontrolling interest — — ( 1,902 ) — — — 1,902 — —

Equity, June 30, 2024

157,098 $ 1,571 $ 6,768,686 $ ( 964,518 ) $ ( 2,722 ) $ ( 155 ) $ 677,789 $ 1,801,676 $ 8,282,327

Equity, December 31, 2022 156,758 $ 1,568 $ 6,539,147 $ ( 391,356 ) $ ( 2,722 ) $ ( 13,718 ) $ 683,583 $ 1,547,317 $ 8,363,819

Redemption of operating partnership units to common stock 21 1 793 — — — ( 794 ) — —

8 unchanged sentences

Reallocation of noncontrolling interest — — 17,297 — — — ( 17,297 ) — —

Equity, March 31, 2023

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

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

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Three months ended March 31,

Six months ended June 30,

Cash flows from operating activities:

4 unchanged sentences

Amortization of right of use assets - operating leases 1,785 929

Amortization of sales type lease ( 488 ) —

Amortization of above and below market leases ( 2,947 ) —

Non-cash compensation expense 35,187 41,524

4 unchanged sentences

Non-cash portion of interest expense 14,172 14,940

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

Unrealized gain on non-real estate investment ( 454 ) ( 383 )

Change in assets and liabilities:

16 unchanged sentences

Capital contributions to unconsolidated joint ventures ( 60,461 ) ( 103,595 )

Capital distributions from unconsolidated joint ventures — 7,350

Investment in non-real estate investments ( 625 ) ( 733 )

4 unchanged sentences

Repayments of mortgage notes payable ( 2,019 ) —

Proceeds from unsecured senior notes — 747,727

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

1 unchanged sentence

Payments on finance lease obligations ( 5,999 ) —

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Six months ended June 30,

Repayment of unsecured term loan ( 500,000 ) ( 730,000 )

Borrowings on commercial paper program 1,859,075 —

Repayments on commercial paper program ( 1,359,075 ) —

Deferred financing costs ( 2,633 ) ( 12,339 )

1 unchanged sentence

Dividends and distributions ( 344,574 ) ( 343,325 )

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 208,599 7,555

12 unchanged sentences

Supplemental disclosures:

Cash paid for interest $ 180,717 $ 125,698

Cash paid for interest (net of amounts capitalized) $ 342,409 $ 273,214

Interest capitalized $ 19,717 $ 21,153

3 unchanged sentences

Right of use assets obtained in exchange for lease liabilities - operating lease $ 30,631 $ —

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

Lease liability - finance lease reversal for re-assessment event $ ( 38,491 ) $ —

Right of use asset - finance lease reversal for re-assessment event $ ( 28,962 ) $ —

Non-cash distributions to noncontrolling interests in property partnerships, net $ 60,410 $ —

Capitalized operating lease costs $ 15,098 $ —

9 unchanged sentences

(unaudited and in thousands, except for unit amounts)

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)

June 30, 2024 December 31, 2023

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 7,490,887 and $ 7,054,075 at June 30, 2024 and December 31, 2023, respectively)

$ 26,907,229 $ 26,382,944

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

Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at June 30, 2024 and December 31, 2023, respectively)

372,896 401,680

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

Right of use assets - operating leases (amounts related to VIEs of $ 149,605 and $ 158,885 at June 30, 2024 and December 31, 2023, respectively)

344,292 324,298

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

accumulated depreciation (amounts related to VIEs of $( 1,570,934 ) and $( 1,501,483 ) at June 30, 2024 and December 31, 2023, respectively)

( 7,071,799 ) ( 6,758,361 )

Total real estate 20,552,618 20,350,561

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

Cash and cash equivalents (amounts related to VIEs of $ 378,992 and $ 245,317 at June 30, 2024 and December 31, 2023, respectively)

685,376 1,531,477

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

Cash held in escrows (amounts related to VIEs of $ 6,805 and $ 22,160 at June 30, 2024 and December 31, 2023, respectively)

52,125 81,090

Investments in securities 36,844 36,337

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

Tenant and other receivables, net (amounts related to VIEs of $ 17,481 and $ 27,987 at June 30, 2024 and December 31, 2023, respectively)

82,145 122,407

2 unchanged sentences

Sales-type lease receivable, net 14,182 13,704

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

Accrued rental income, net (amounts related to VIEs of $ 416,840 and $ 401,159 at June 30, 2024 and December 31, 2023, respectively)

1,414,622 1,355,212

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

Deferred charges, net (amounts related to VIEs of $ 193,650 and $ 175,383 at June 30, 2024 and December 31, 2023, respectively)

800,099 760,421

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

Prepaid expenses and other assets (amounts related to VIEs of $ 14,753 and $ 11,824 at June 30, 2024 and December 31, 2023, respectively)

86,188 64,230

2 unchanged sentences

LIABILITIES AND CAPITAL

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

Mortgage notes payable, net (amounts related to VIEs of $ 3,279,606 and $ 3,277,185 at June 30, 2024 and December 31, 2023, respectively)

$ 4,371,478 $ 4,166,379

2 unchanged sentences

Unsecured term loan, net 698,776 1,198,301

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

Unsecured commercial paper 500,000 —

Lease liabilities - finance leases (amounts related to VIEs of $ 20,864 and $ 20,794 at June 30, 2024 and December 31, 2023, respectively)

375,601 417,961

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

Lease liabilities - operating leases (amounts related to VIEs of $ 151,643 and $ 145,826 at June 30, 2024 and December 31, 2023, respectively)

385,842 350,391

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

Accounts payable and accrued expenses (amounts related to VIEs of $ 103,662 and $ 59,667 at June 30, 2024 and December 31, 2023, respectively)

372,484 458,329

2 unchanged sentences

112,107 133,684

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

Other liabilities (amounts related to VIEs of $ 95,202 and $ 115,275 at June 30, 2024 and December 31, 2023, respectively)

398,525 445,947

Total liabilities 17,184,205 17,833,785

Commitments and contingencies (See Note 8)

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

BOSTON PROPERTIES LIMITED PARTNERSHIP

1 unchanged sentence

(unaudited and in thousands, except for unit amounts)

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Commitments and contingencies (See Note 8)

Redeemable deferred stock units— 128,584 and 119,471 units outstanding at redemption value at June 30, 2024 and December 31, 2023, respectively

Noncontrolling interests:

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

Redeemable partnership units— 16,454,712 and 16,508,277 common units and 2,681,580 and 2,065,861 long term incentive units outstanding at redemption value at June 30, 2024 and December 31, 2023, respectively

1,230,848 1,347,575

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

Boston Properties Limited Partnership partners’ capital— 1,762,341 and 1,755,150 general partner units and 155,335,500 and 155,185,716 limited partner units outstanding at June 30, 2024 and December 31, 2023, respectively

5,010,460 4,973,951

8 unchanged sentences

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

Three months ended March 31,

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

2024 2023 2024 2023

Lease $ 790,555 $ 761,733 $ 1,579,145 $ 1,518,608

3 unchanged sentences

Direct reimbursements of payroll and related costs from management services contracts

4,148 4,609 8,441 9,844

Total revenue 850,482 817,153 1,689,921 1,620,353

28 unchanged sentences

(unaudited and in thousands)

Three months ended March 31,

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

2024 2023 2024 2023

Net income $ 108,652 $ 137,866 $ 216,953 $ 245,356

2 unchanged sentences

Amortization of interest rate contracts (1) 3,081 1,674 6,441 3,349

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

Other comprehensive income 4,017 16,639 23,728 11,776

Comprehensive income 112,669 154,505 240,681 257,132

11 unchanged sentences

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

Equity, March 31, 2024 1,762 155,287 $ 5,004,678 $ ( 3,620 ) $ 1,734,904 $ 6,735,962 $ 1,300,409

Net activity from contributions and unearned compensation — 8 2,499 — — 2,499 14,041

7 unchanged sentences

Distributions to noncontrolling interests in property partnerships — — — — ( 17,434 ) ( 17,434 ) —

Equity, June 30, 2024

1,762 155,336 $ 5,010,460 $ ( 155 ) $ 1,801,676 $ 6,811,981 $ 1,230,848

Equity, March 31, 2023 1,755 155,075 $ 5,449,936 $ ( 18,214 ) $ 1,552,070 $ 6,983,792 $ 1,074,648

Net activity from contributions and unearned compensation — 7 ( 110 ) — — ( 110 ) 14,052

Allocated net income for the period — — 106,007 — 19,768 125,775 12,091

Distributions — — ( 153,716 ) — — ( 153,716 ) ( 18,376 )

Conversion of redeemable partnership units — 16 599 — — 599 ( 599 )

Adjustment to reflect redeemable partnership units at redemption value — — ( 51,550 ) — — ( 51,550 ) 51,550

Effective portion of interest rate contracts — — — 13,435 — 13,435 1,530

Amortization of interest rate contracts — — — 1,373 144 1,517 157

Distributions to noncontrolling interests in property partnerships — — — — ( 14,614 ) ( 14,614 ) —

Equity, June 30, 2023

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

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 — — — 5,511 288 5,799 642

Contributions from noncontrolling interests in property partnerships — — — — 7,555 7,555 —

Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — 47,326 — 163,097 210,423 —

Distributions to noncontrolling interests in property partnerships — — — — ( 37,459 ) ( 37,459 ) —

Equity, March 31, 2023

Equity, June 30, 2024

1,762 155,336 $ 5,010,460 $ ( 155 ) $ 1,801,676 $ 6,811,981 $ 1,230,848

Equity, December 31, 2022 1,750 155,008 $ 5,299,428 $ ( 13,718 ) $ 1,547,317 $ 6,833,027 $ 1,280,886

Net activity from contributions and unearned compensation 5 69 3,922 — — 3,922 38,025

Allocated net income for the period — — 185,759 — 38,428 224,187 21,169

Distributions — — ( 307,409 ) — — ( 307,409 ) ( 36,737 )

Conversion of redeemable partnership units — 21 794 — — 794 ( 794 )

Adjustment to reflect redeemable partnership units at redemption value — — 168,672 — — 168,672 ( 168,672 )

Effective portion of interest rate contracts — — — 7,565 — 7,565 862

Amortization of interest rate contracts — — — 2,747 288 3,035 314

Contributions from noncontrolling interests in property partnerships — — — — 7,555 7,555 —

Distributions to noncontrolling interests in property partnerships — — — — ( 36,220 ) ( 36,220 ) —

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

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

2 unchanged sentences

(unaudited and in thousands)

Three months ended March 31,

Six months ended June 30,

Cash flows from operating activities:

4 unchanged sentences

Amortization of right of use assets - operating leases 1,785 929

Amortization of sales type lease ( 488 ) —

Amortization of above and below market leases ( 2,947 ) —

Non-cash compensation expense 35,187 41,524

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Capital contributions to unconsolidated joint ventures ( 60,461 ) ( 103,595 )

Capital distributions from unconsolidated joint ventures — 7,350

Investment in non-real estate investments ( 625 ) ( 733 )

4 unchanged sentences

Repayments of mortgage notes payable ( 2,019 ) —

Proceeds from unsecured senior notes — 747,727

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

Borrowings on unsecured term loan — 1,200,000

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Six months ended June 30,

Payments on finance lease obligations ( 5,999 ) —

Repayment of unsecured term loan ( 500,000 ) ( 730,000 )

Borrowings on commercial paper program 1,859,075 —

Repayments on commercial paper program ( 1,359,075 ) —

Deferred financing costs ( 2,633 ) ( 12,339 )

Net activity from equity transactions ( 2,136 ) ( 39 )

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Three months ended March 31,

Distributions ( 344,574 ) ( 343,325 )

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Supplemental disclosures:

Cash paid for interest $ 180,717 $ 125,698

Cash paid for interest (net of amounts capitalized) $ 342,409 $ 273,214

Interest capitalized $ 19,717 $ 21,153

3 unchanged sentences

Right of use assets obtained in exchange for lease liabilities - operating lease $ 30,631 $ —

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

Lease liability - finance lease reversal for re-assessment event $ ( 38,491 ) $ —

Right of use asset - finance lease reversal for re-assessment event $ ( 28,962 ) $ —

Non-cash distributions to noncontrolling interests in property partnerships, net $ 60,410 $ —

Capitalized operating lease costs $ 15,098 $ —

6 unchanged sentences

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

BOSTON PROPERTIES, INC.

AND BOSTON PROPERTIES LIMITED PARTNERSHIP

1 unchanged sentence

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

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.

BXP is the sole general partner of BPLP, its operating partnership, and at June 30, 2024, owned an approximate 89.1 % ( 89.4 % at December 31, 2023) general and limited partnership interest in BPLP.

Effective July 1, 2024, BXP amended its certificate of incorporation to change its name from Boston Properties, Inc.

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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Therefore, unless specifically noted otherwise, all references to LTIP Units exclude the 2022 - 2024 MYLTIP Units.

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 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:

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

At June 30, 2024, the Company owned or had joint venture interests in a portfolio of 186 commercial real estate properties (the “Properties”) aggregating approximately 53.5 million net rentable square feet of primarily premier workplaces, including 10 properties under construction/redevelopment totaling approximately 3.1 million net rentable square feet.

At June 30, 2024, the Properties consisted of:

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

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

• 14 retail properties (including one property under construction);

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

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BPLP, not BXP, generally executes all significant business relationships other than transactions involving securities of BXP.

All majority-owned subsidiaries and joint ventures over which the Company has financial and operating control and variable interest entities (“VIEs”) in which the Company has determined it is the primary beneficiary are included in the consolidated financial statements.

All significant

intercompany balances and transactions have been eliminated in consolidation.

All majority-owned subsidiaries and joint ventures over which the Company has financial and operating control and variable interest entities (“VIEs”) in which the Company has

determined it is the primary beneficiary are included in the consolidated financial statements.

All significant intercompany balances and transactions have been eliminated in consolidation.

The Company accounts for all other unconsolidated joint ventures using the equity method of accounting.

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

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.

The Company has identified nine entities that are VIEs as of June 30, 2024 and has determined that it is the primary beneficiary for all of these entities as of June 30, 2024.

Consolidated Variable Interest Entities

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

As of June 30, 2024, BXP has identified nine consolidated VIEs, including BPLP.

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

4 unchanged sentences

Variable Interest Entities Not Consolidated

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

As of June 30, 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 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”).

The table below presents for June 30, 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

Unsecured commercial paper Level 1

Investment in securities Level 1

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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.

There were no such securities outstanding at June 30, 2024.

At June 30, 2024, the Company had $ 500.0 million outstanding under its unsecured commercial paper program (See Note 6 ).

Due to their short-term maturity and because they bear interest at market rates, the fair value of the Company’s commercial paper borrowings is approximately the carrying amount.

The Company’s investment in non-real estate investments is shown within Prepaid and Other Assets on the Consolidated Balance Sheets and was approximately $ 5.8 million and $ 4.6 million at June 30, 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

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 June 30, 2024 and December 31, 2023 (in thousands):

June 30, 2024 December 31, 2023

Amount Estimated

10 unchanged sentences

Unsecured term loan, net 698,776 700,000 1,198,301 1,196,945

Unsecured commercial paper 500,000 500,000 — —

Total $ 15,367,474 $ 13,998,378 $ 15,856,297 $ 14,599,851

2 unchanged sentences

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.

At March 31, 2024, the Company evaluated the expected hold period for a portion of its Shady Grove property, consisting of 2 Choke Cherry Road, 2094 Gaither Road and a land parcel, 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.

As a result, during the six months ended June 30, 2024 , 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 (See Note 3).

Recurring Fair Value

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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 March 31, 2024 and December 31, 2023 (in thousands):

Fair value March 31, 2024 December 31, 2023

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

Fair value June 30, 2024 December 31, 2023

Interest rate swaps $ 12,070 $ 1,976

2 unchanged sentences

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

At June 30, 2024 and December 31, 2023, the Company had maintained approximately $ 36.5 million and $ 36.1 million, respectively, in separate accounts, which are not restricted as to their use.

The Company recognized gains of approximately $ 0.3 million and $ 1.6 million on its investments in the accounts associated with the Company’s deferred compensation plans during the three months ended June 30, 2024 and June 30, 2023, respectively, and approximately $ 2.6 million and $ 3.2 million during the six months ended June 30, 2024 and June 30, 2023, respectively, primarily due to the observable change in fair value.

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

June 30, 2024 December 31, 2023

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

12 unchanged sentences

(2) Includes pre-development costs.

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

March 31, 2024 December 31, 2023

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

June 30, 2024 December 31, 2023

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

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

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

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):

7 unchanged sentences

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):

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 from January 8, 2024 through 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

8 unchanged sentences

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 contributed approximately $ 16.3 million of revenue and $ 4.6 million of net loss to the Company for the period from January 8, 2024 through June 30, 2024.

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

1 unchanged sentence

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.

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 April 5, 2024, the Company completed and fully placed in-service 760 Boylston Street, an approximately 118,000 net rentable square foot retail redevelopment located in Boston, Massachusetts.

Pending Disposition and Impairment

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

$ 13.6 million.

As a result, each of BXP and BPLP recognized an impairment loss of approximately $ 13.6 million during the six months ended June 30, 2024.

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,

On May 7, 2024, the Company entered into the agreement with the third-party developer for an aggregate gross sale price of approximately $ 24.8 million (See Note 14).

2 Choke Cherry Road and 2094 Gaither Road are two vacant office properties aggregating approximately 143,000 net rentable square feet that were taken out of service and held for redevelopment.

The disposition is subject to satisfaction of customary closing conditions and there can be no assurance that this transaction will be consummated on the terms currently contemplated or at all.

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

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

Lease Revenue 2024 2023 2024 2023

3 unchanged sentences

$ 790,555 $ 761,733 $ 1,579,145 $ 1,518,608

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”).

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 foot 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.

6 unchanged sentences

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):

The ground lease had operating lease costs of approximately $ 87,000 for the three months ended June 30, 2024 and for the period from March 28, 2024 through June 30, 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 $ —

3 unchanged sentences

Present value of lease payments $ 23,185

The Company has a ground lease for the land underlying its residential property, The Skylyne, in Oakland, California.

The Skylyne is a residential property consisting of 402 residential units and supporting retail space totaling approximately 331,000 net rentable square feet.

The ground lease has approximately 92 -years remaining (including extension options) and provides the Company with the right to purchase the land subject to certain conditions.

When the lease was executed in 2017, the purchase option was considered a bargain purchase option and, as a result, the Company classified it as a finance lease and the Company assumed the lessor would exercise its right to require the Company to purchase the land in May 2024 for approximately $ 38.7 million.

In May 2024 and

as of the date of this report, the lessor has not exercised this option and the Company reassessed the accounting for the ground lease and determined that the purchase option continues to be considered a bargain purchase option and the ground lease will continue to be accounted for as a finance lease.

The lease requires monthly base rental payments of a nominal amount until the purchase occurs, which the Company now estimates will be in 2030.

As a result of the reassessment, the lease liability was remeasured and reduced to approximately $ 0.1 million.

In conjunction with the reduction in the lease liability, the right of use asset was reduced to $ 0 and the difference between the lease liability and right of use asset of approximately $ 9.5 million was recorded as a decrease to interest expense for the three and six months ended June 30, 2024.

There can be no assurance that this transaction will be consummated on the terms currently contemplated or at all.

Investments in Unconsolidated Joint Ventures

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

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

Carrying Value of Investment (1)

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

Entity Properties Nominal % Ownership June 30, 2024 December 31, 2023

(in thousands)

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_______________

(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.

(1) Investments with deficit balances aggregating approximately $ 31.5 million and $ 39.9 million at June 30, 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.

Since then, the Company accounts for its assets, liabilities and operations on a consolidated basis.

(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.

5 unchanged sentences

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

(in thousands)

11 unchanged sentences

_______________

(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.

(1) At June 30, 2024 and December 31, 2023, this amount included right of use assets - operating leases totaling approximately $ 19.5 million and $ 20.1 million, respectively.

(2) At June 30, 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 June 30, 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.

1 unchanged sentence

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:

March 31, 2024 December 31, 2023

The Company’s basis differences include:

June 30, 2024 December 31, 2023

Property (in thousands)

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

(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.

(5) Investments with deficit balances aggregating approximately $ 31.5 million and $ 39.9 million at June 30, 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 March 31,

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

2024 2023 2024 2023

(in thousands)

5 unchanged sentences

Other income (expense)

Loss from early extinguishment of debt — ( 3 ) — ( 3 )

Interest expense ( 43,299 ) ( 58,799 ) ( 86,862 ) ( 116,049 )

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

Unrealized gain on derivative instruments 848 14,457 10,960 3,847

Net income (loss) $ ( 7,153 ) $ 8,143 $ 1,168 $ ( 15,552 )

4 unchanged sentences

_______________

(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.

(1) Includes straight-line rent adjustments of approximately $ 6.2 million and $ 6.9 million for the three months ended June 30, 2024 and 2023, respectively, and approximately $ 13.8 million and $ 13.2 million for the six months ended June 30, 2024 and 2023, respectively.

(2) Includes depreciation and amortization of approximately $ 3.0 million and $ 3.7 million for the three months ended June 30, 2024 and 2023, respectively, and approximately $ 5.9 million and $ 7.4 million for the six months ended June 30, 2024 and 2023, respectively.

Includes unrealized gain on derivative instruments of approximately $ 0.2 million and $ 3.9 million for the three months ended June 30, 2024 and 2023, respectively, and approximately $ 2.9 million and $ 1.0 million for the six months ended June 30, 2024 and 2023, respectively.

Includes straight-line rent adjustments of approximately $ 0.3 million and $ 0.4 million for the three months ended June 30, 2024 and 2023, respectively, and approximately $ 0.6 million and $ 0.7 million for the six months ended June 30, 2024 and 2023, respectively.

Also includes net above-/below-market rent adjustments of approximately $ 0.2 million for the three months ended June 30, 2024 and 2023, respectively, and approximately $ 0.4 million for the six months ended June 30, 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.

The property is approximately 21 % pre-leased as of July 31, 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.

The acquisition resulted in the Company having full ownership of the joint venture such that the Company now accounts for its assets, liabilities, and operations 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.

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

The extended loan was scheduled to mature on May 9, 2024 .

On May 8, 2024, the loan was extended 30 days and on June 7, 2024, the loan was extended an additional 60 days.

The extended loan continues to bear interest at a variable rate equal to Term SOFR plus approximately 3.61 % per annum and is scheduled to mature on August 7, 2024 .

As of June 30, 2024, the loan had an outstanding balance, including accrued interest, of approximately $ 112.8 million.

The Company is the lender of the loan and the loan is reflected as Related Party Note Receivables, Net on the

Company’s Consolidated Balance Sheets.

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

2 unchanged sentences

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.

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.

6 unchanged sentences

Unsecured Senior Notes

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

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

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

21 unchanged sentences

Excluding the accrued and unpaid interest, the repayment price was equal to the principal amount being repaid.

The indenture relating to the unsecured senior notes contains certain financial restrictions and requirements, including (1) a leverage ratio not to exceed 60 %, (2) a secured debt leverage ratio not to exceed 50 %, (3) an interest coverage ratio of greater than 1.50 , and (4) an unencumbered asset value of not less than 150 % of unsecured debt.

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

Unsecured Credit Facility

BPLP’s unsecured revolving credit facility (the “2021 Credit Facility”) provides for borrowings of up to $ 2.0 billion, as described below in this Note 6, through BPLP’s revolving facility, subject to customary conditions.

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

Under the 2021 Credit Facility, BPLP had the option to increase the original total commitment of $ 1.5 billion by up to an additional $ 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 Option”).

On September 28, 2023, BPLP exercised a portion of the Accordion Option which increased the then maximum borrowing amount under the 2021 Credit Facility from $ 1.5 billion to $ 1.815 billion.

On April 29, 2024, BPLP exercised the remainder of the Accordion Option and further increased the maximum borrowing amount under the 2021 Credit Facility to $ 2.0 billion.

All other terms of the 2021 Credit Facility remain unchanged.

At June 30, 2024, BPLP had no amount outstanding under the 2021 Credit Facility.

The 2021 Credit Facility is used as a backstop for BPLP’s $ 500.0 million unsecured commercial paper program (See “ Unsecured Commercial Paper” below).

As such, BPLP intends to maintain, at a minimum, availability under the 2021 Credit Facility in an amount equal to the amount of unsecured commercial paper notes outstanding.

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”).

Upon entry into the credit agreement, BPLP exercised its option to draw $ 1.2 billion under the 2023 Unsecured Term Loan.

On April 29, 2024, BPLP repaid $ 500.0 million of the outstanding balance under the 2023 Unsecured Term Loan from the proceeds of its unsecured commercial paper program (see “ Unsecured Commercial Paper ” below).

At June 30, 2024, BPLP had $ 700.0 million of principal outstanding under the 2023 Unsecured Term Loan.

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

The 2023 Unsecured Term Loan had an initial maturity date of May 16, 2024 , with one 12 -month extension option, subject to customary conditions.

On May 16, 2024, BPLP exercised its option to extend the maturity date of the 2023 Unsecured Term Loan to May 16, 2025 .

All other terms of the 2023 Unsecured Term Loan remain unchanged.

Unsecured Commercial Paper

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 $ 500.0 million with varying maturities of up to one year .

Amounts available under the unsecured commercial paper program may be borrowed, repaid, and re-borrowed from time to time.

The notes are sold in private placements and rank pari passu with all of BPLP’s other unsecured senior indebtedness, including its outstanding senior notes.

The commercial paper program is backstopped by available capacity under the 2021 Credit Facility.

As of June 30, 2024, BPLP had an aggregate of $ 500.0 million of unsecured commercial paper notes outstanding that bore interest at a weighted-average rate of approximately 5.60 % per annum and had a weighted-average maturity of 49 days, from the issuance date.

Derivative Instruments and Hedging Activities

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.

As of June 30, 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.

If the hedges are deemed to be effective, the fair value is recorded in “Accumulated other comprehensive income (loss)” in the Company’s Consolidated Balance Sheets and is subsequently reclassified into “Interest expense” in the Company’s Consolidated Statements of Operations in the period that the hedged forecasted transactions affect earnings.

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

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

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

If the hedges are deemed to be effective, the fair value is recorded in “Accumulated other comprehensive loss” in the Company’s Consolidated Balance Sheets and is subsequently reclassified into “Interest expense” in the Company’s Consolidated Statements of Operations in the period that the hedged forecasted transactions affect earnings.

BPLP’s derivative financial instruments are cash flow hedges that are designated as effective hedges, and they are

carried at their estimated fair value on a recurring basis (See Note 2).

The Company did not incur ineffectiveness during the three and six months ended June 30, 2024.

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

Derivative Instrument Aggregate Notional Amount Strike Rate Range Balance Sheet Location

Effective Date Maturity Date Low High Fair Value

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

Interest Rate Swaps $ 600,000 December 15, 2023 October 26, 2028 3.790 % — 3.798 % Prepaid expenses and other assets $ 6,768

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 5,302

2 unchanged sentences

(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,

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

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

2024 2023 2024 2023

Amount of gain (loss) related to the effective portion recognized in other comprehensive income (1) $ 936 $ 14,965 $ 17,287 $ 8,427

9 unchanged sentences

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.

For the three and six months ended June 30, 2024 and 2023, the Company recognized no impact to its Consolidated Statement of Operations from entering into these agreements.

Commitments and Contingencies

In the normal course of business, the Company guarantees its performance of services or indemnifies third parties against its negligence.

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

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

In addition, in the normal course of business, the Company guarantees to certain tenants the obligations of the Company’s subsidiaries to pay 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 $ 21.5 million at June 30, 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 March 31, 2024, the maximum funding obligation under the guarantee was approximately $ 8.5 million.

As of June 30, 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 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.

As of June 30, 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, an approximately 657,000 square foot office building in Washington, DC 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.

As of June 30, 2024, the Company has funded approximately $ 3.1 million under the mezzanine loan.

Legal Matters

5 unchanged sentences

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.

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.

11 unchanged sentences

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.

The Company believes it has meritorious defenses against Brammer’s claims and intends to defend against them vigorously.

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

1 unchanged sentence

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.

On May 16, 2024, Brammer’s motion for a preliminary injunction was denied by the trial court.

Brammer subsequently appealed that decision, electing pursuant to Massachusetts civil procedure rules to petition for appeals to both a single justice of the Massachusetts Appeals Court and to a full appellate panel.

On July 16, 2024, the single justice assigned to the appeal issued an order declining to rule on the substance of the appeal petition, which means that the appeal will be decided by the full panel.

A date has not yet been set for the full panel hearing.

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”).

6 unchanged sentences

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.

2 unchanged sentences

This insurance is subject to a deductible in the amount of 5 % of the value of the affected property.

In addition, the Company currently carries earthquake insurance which covers its Seattle region with a $ 110 million per occurrence limit, and a $ 110 million annual aggregate limit.

In addition, the Company currently carries earthquake insurance

which covers its Seattle region with a $ 110 million per occurrence limit, and a $ 110 million annual aggregate limit.

This insurance is subject to a deductible in the amount of 2 % of the value of the affected property.

16 unchanged sentences

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

As of June 30, 2024, the noncontrolling interests in BPLP consisted of the following:

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

2 unchanged sentences

Noncontrolling Interest—Common 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.

During the six months ended June 30, 2024, 76,906 OP Units were presented by the holders for redemption (including an aggregate of 56,489 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 June 30, 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 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.

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 and MYLTIP Units paid or declared in 2024 and during the three months ended March 31, 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 six months ended June 30, 2023:

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

June 28, 2024 July 31, 2024 $ 0.98 $ 0.098

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

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

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

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

3 unchanged sentences

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 - 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.

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 June 30, 2024 was approximately $ 1.2 billion based on the last reported price of a share of Common Stock on the New York Stock Exchange of $ 61.56 per share on June 28, 2024.

Noncontrolling Interests—Property Partnerships

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

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

The equity interests in these ventures that are not owned by the Company, totaling approximately $ 1.8 billion and $ 1.6 billion at June 30, 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.

8 unchanged sentences

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.

For the three and six months ended June 30, 2024, the adjustment was approximately $( 15.7 ) million and $ 35.0 million, respectively.

290 Binney Street is an approximately 573,000 net rentable square foot laboratory/life sciences development project located in Cambridge, Massachusetts.

1 unchanged sentence

Stockholders’ Equity / Partners’ Capital

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.

As of June 30, 2024, BXP had 157,097,841 shares of Common Stock outstanding.

As of June 30, 2024, BXP owned 1,762,341 general partnership units and 155,335,500 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.

3 unchanged sentences

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

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:

During the six months ended June 30, 2024, BXP issued 76,906 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 six months ended June 30, 2023:

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

June 28, 2024 July 31, 2024 $ 0.98 $ 0.98

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

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

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

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

1 unchanged sentence

Segment Information

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

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

Three months ended March 31,

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

to the Company’s share of Net Operating Income and Net Income Attributable to Boston Properties Limited Partnership to the Company’s share of Net Operating Income for the three and six months ended June 30, 2024 and 2023.

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

2024 2023 2024 2023

(in thousands)

Net income attributable to Boston Properties, Inc.

Net income attributable to BXP, Inc.

$ 79,615 $ 104,299 $ 159,498 $ 182,215

Noncontrolling interest—common units of the Operating Partnership

9,509 12,117 19,009 21,169

Noncontrolling interests in property partnerships 17,825 19,768 35,046 38,428

5 unchanged sentences

Payroll and related costs from management services contracts

4,148 4,609 8,441 9,844

General and administrative expense 44,109 44,175 94,127 99,977

6 unchanged sentences

Direct reimbursements of payroll and related costs from management services contracts

4,148 4,609 8,441 9,844

Development and management services revenue 6,352 9,858 12,506 18,838

Company’s share of Net Operating Income $ 492,913 $ 497,785 $ 990,593 $ 982,450

Three months ended March 31,

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

2024 2023 2024 2023

(in thousands)

7 unchanged sentences

Payroll and related costs from management services contracts

4,148 4,609 8,441 9,844

General and administrative expense 44,109 44,175 94,127 99,977

6 unchanged sentences

Direct reimbursements of payroll and related costs from management services contracts

4,148 4,609 8,441 9,844

Development and management services revenue 6,352 9,858 12,506 18,838

Company’s share of Net Operating Income $ 492,913 $ 497,785 $ 990,593 $ 982,450

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

Net operating income (“NOI”) is a non-GAAP financial measure equal to net income attributable to BXP, 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.

The Company believes NOI is useful to investors as a performance measure and believes it provides useful information to investors regarding its results of operations and financial condition because, when compared across periods, it reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income attributable to Boston Properties, Inc.

and net income attributable to Boston Properties Limited Partnership.

3 unchanged sentences

NOI presented by the Company may not be comparable to NOI reported by other REITs or real estate companies that define NOI differently.

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

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, unrealized gain 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.

8 unchanged sentences

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

For the three months ended March 31, 2024:

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

For the three months ended June 30, 2023:

Boston Los Angeles New York San Francisco Seattle Washington, DC Total

19 unchanged sentences

For the six months ended June 30, 2024:

Boston Los Angeles New York San Francisco Seattle Washington, DC Total

Rental Revenue:

Premier Workplace $ 565,818 $ 38,873 $ 522,614 $ 264,323 $ 21,430 $ 208,008 $ 1,621,066

Residential 8,468 — — 7,276 — 9,166 24,910

Hotel 22,998 — — — — — 22,998

Total 597,284 38,873 522,614 271,599 21,430 217,174 1,668,974

% of Grand Totals 35.80 % 2.33 % 31.31 % 16.27 % 1.28 % 13.01 % 100.00 %

Rental Expenses:

Premier Workplace 214,079 13,334 215,957 95,610 6,371 78,807 624,158

Residential 3,136 — — 4,387 — 3,902 11,425

Hotel 15,854 — — — — — 15,854

Total 233,069 13,334 215,957 99,997 6,371 82,709 651,437

% of Grand Totals 35.77 % 2.05 % 33.15 % 15.35 % 0.98 % 12.70 % 100.00 %

Net operating income $ 364,215 $ 25,539 $ 306,657 $ 171,602 $ 15,059 $ 134,465 $ 1,017,537

% of Grand Totals 35.80 % 2.51 % 30.14 % 16.86 % 1.48 % 13.21 % 100.00 %

Net operating income attributable to noncontrolling interests in property partnerships ( 21,980 ) — ( 71,981 ) — — — ( 93,961 )

Company’s share of net operating income from unconsolidated joint ventures 17,448 14,283 9,142 9,565 3,814 12,765 67,017

Company’s share of net operating income $ 359,683 $ 39,822 $ 243,818 $ 181,167 $ 18,873 $ 147,230 $ 990,593

% of Grand Totals 36.31 % 4.02 % 24.61 % 18.29 % 1.91 % 14.86 % 100.00 %

_______________

For the six months ended June 30, 2023:

Boston Los Angeles New York San Francisco Seattle Washington, DC Total

Rental Revenue:

Premier Workplace $ 539,415 $ — $ 521,171 $ 272,334 $ 31,318 $ 181,384 $ 1,545,622

Residential 8,173 — — 7,506 — 8,300 23,979

Hotel 22,070 — — — — — 22,070

Total 569,658 — 521,171 279,840 31,318 189,684 1,591,671

% of Grand Totals 35.79 % — % 32.74 % 17.58 % 1.97 % 11.92 % 100.00 %

Rental Expenses:

Premier Workplace 195,646 — 205,433 94,282 6,042 69,695 571,098

Residential 3,153 — — 4,388 — 3,705 11,246

Hotel 14,832 — — — — — 14,832

Total 213,631 — 205,433 98,670 6,042 73,400 597,176

% of Grand Totals 35.78 % — % 34.40 % 16.52 % 1.01 % 12.29 % 100.00 %

Net operating income $ 356,027 $ — $ 315,738 $ 181,170 $ 25,276 $ 116,284 $ 994,495

% of Grand Totals 35.80 % — % 31.75 % 18.22 % 2.54 % 11.69 % 100.00 %

Net operating income attributable to noncontrolling interests in property partnerships ( 22,160 ) — ( 72,895 ) — — — ( 95,055 )

Company’s share of net operating income from unconsolidated joint ventures 17,348 25,993 7,013 6,796 3,724 22,136 83,010

Company’s share of net operating income $ 351,215 $ 25,993 $ 249,856 $ 187,966 $ 29,000 $ 138,420 $ 982,450

% of Grand Totals 35.75 % 2.65 % 25.43 % 19.13 % 2.95 % 14.09 % 100.00 %

_______________

Earnings Per Share / Common Unit

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.

The following table provides a reconciliation of both the net income attributable to BXP, 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 BXP, Inc.

by the weighted-average number of common shares outstanding during the period.

5 unchanged sentences

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 March 31, 2024

Three months ended June 30, 2024

(Numerator) Shares

2 unchanged sentences

Basic Earnings:

Net income attributable to Boston Properties, Inc.

Net income attributable to BXP, Inc.

$ 79,615 157,039 $ 0.51

2 unchanged sentences

Diluted Earnings:

Net income attributable to Boston Properties, Inc.

Net income attributable to BXP, Inc.

$ 79,615 157,291 $ 0.51

Three months ended March 31, 2023

Three months ended June 30, 2023

(Numerator) Shares

2 unchanged sentences

Basic Earnings:

Net income attributable to Boston Properties, Inc.

Net income attributable to BXP, Inc.

$ 104,299 156,826 $ 0.67

1 unchanged sentence

Stock Based Compensation

— 392 ( 0.01 )

Diluted Earnings:

Net income attributable to Boston Properties, Inc.

Net income attributable to BXP, Inc.

$ 104,299 157,218 $ 0.66

Six months ended June 30, 2024

(Numerator) Shares

(Denominator) Per Share

(in thousands, except for per share amounts)

Basic Earnings:

Net income attributable to BXP, Inc.

common shareholders $ 159,498 157,011 $ 1.02

Effect of Dilutive Securities:

Stock Based Compensation

— 199 ( 0.01 )

Diluted Earnings:

Net income attributable to BXP, Inc.

common shareholders $ 159,498 157,210 $ 1.01

Six months ended June 30, 2023

(Numerator) Shares

(Denominator) Per Share

(in thousands, except for per share amounts)

Basic Earnings:

Net income attributable to BXP, Inc.

common shareholders $ 182,215 156,815 $ 1.16

Effect of Dilutive Securities:

Stock Based Compensation

Diluted Earnings:

Net income attributable to BXP, Inc.

common shareholders $ 182,215 157,131 $ 1.16

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.

5 unchanged sentences

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 18,272,000 and 17,849,000 redeemable common units for the three months ended March 31, 2024 and 2023, respectively.

Three months ended March 31, 2024

Included in the number of units (the denominator) below are approximately 18,369,000 and 17,922,000 redeemable common units for the three months ended June 30, 2024 and 2023, respectively, and 18,321,000 and 17,878,000 redeemable common units for the six months ended June 30, 2024 and 2023, respectively.

Three months ended June 30, 2024

(Numerator) Units

7 unchanged sentences

Net income attributable to Boston Properties Limited Partnership $ 90,827 175,660 $ 0.52

Three months ended March 31, 2023

Three months ended June 30, 2023

(Numerator) Units

5 unchanged sentences

Stock Based Compensation

— 392 ( 0.01 )

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership $ 118,098 175,140 $ 0.67

Six months ended June 30, 2024

(Numerator) Units

(Denominator) Per Unit

(in thousands, except for per unit amounts)

Basic Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 181,907 175,332 $ 1.04

Effect of Dilutive Securities:

Stock Based Compensation — 199 —

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 181,907 175,531 $ 1.04

Six months ended June 30, 2023

(Numerator) Units

(Denominator) Per Unit

(in thousands, except for per unit amounts)

Basic Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 206,928 174,693 $ 1.18

Effect of Dilutive Securities:

Stock Based Compensation — 316 —

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 206,928 175,009 $ 1.18

Stock Option and Incentive Plan

7 unchanged sentences

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

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.

During the six months ended June 30, 2024, BXP issued 83,316 shares of restricted common stock and BPLP issued 449,550 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.

4 unchanged sentences

Such value is recognized as an expense ratably over the corresponding employee service period.

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.

The shares of restricted common stock

granted during the six months ended June 30, 2024 were valued at approximately $ 5.3 million.

The LTIP Units granted were valued at approximately $ 26.6 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.

1 unchanged sentence

The Company recognizes forfeitures as they occur on its awards of stock-based compensation.

Dividends paid on both vested and unvested shares of restricted stock are charged directly to Dividends in Excess of Earnings in Boston Properties, Inc.’s Consolidated Balance Sheets and Partners’ Capital in Boston Properties Limited Partnership’s Consolidated Balance Sheets.

Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and MYLTIP Units was approximately $ 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.

Dividends paid on both vested and unvested shares of restricted stock are charged directly to Dividends in Excess of Earnings in BXP, 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 $ 16.0 million and $ 14.9 million for the three months ended June 30, 2024 and 2023, respectively, and

$ 34.5 million and $ 40.9 million for the six months ended June 30, 2024 and 2023, respectively.

At June 30, 2024, there was (1) an aggregate of approximately $ 28.9 million of unrecognized compensation expense related to unvested restricted stock and LTIP Units and (2) an aggregate of approximately $ 0.1 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 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.

On July 12, 2024, a joint venture in which the Company has a 20 % ownership interest partially placed in-service Skymark, a luxury residential property located in Reston, Virginia, that consists of 508 residential units aggregating approximately 417,000 net rentable square feet across a five -story low-rise building and an iconic 39 -story tower, which is one of the tallest buildings in Northern Virginia.

On July 18, 2024, a joint venture in which the Company has a 50 % ownership interest extended by one year the maturity date of its loan collateralized by 100 Causeway Street.

At the time of the extension, the loan had an outstanding balance totaling approximately $ 333.6 million, bore interest at Term SOFR plus 1.48 % per annum, and was scheduled to mature on September 5, 2024.

Following the extension, the loan will continue to bear interest at Term SOFR plus 1.48 % per annum, and is scheduled to mature on September 5, 2025 .

100 Causeway Street is an approximately 634,000 net rentable square foot premier workplace located in Boston, Massachusetts.

On July 22, 2024, the Company executed an amendment to the agreement with a third-party developer for the sale of a portion of the Company’s Shady Grove property for approximately $ 24.7 million (See Note 3).

Thereafter, the third-party developer completed their due diligence and their deposit of approximately $ 2.5 million became non-refundable.

The properties under agreement comprise of 2 Choke Cherry Road, 2094 Gaither Road and a land parcel, located in Rockville, Maryland.

The disposition is subject to satisfaction of customary closing conditions and there can be no assurance that this transaction will be consummated on the terms currently contemplated or at all.

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