What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-08-05 compared with 2024-05-10 · 675 added, 389 removed, 716 unchanged (60% of the section changed)

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Accordingly, investors should use caution in relying on forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

The most significant factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements include the risks and uncertainties related to the impact of changes in general economic and capital market conditions, including continued inflation, increasing interest rates, supply chain disruptions, labor market disruptions, dislocation and volatility in capital markets, and potential longer-term changes in consumer and client behavior resulting from the severity and duration of any downturn in the U.S.

The most significant factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements include the risks and uncertainties related to the impact of changes in general economic and capital market conditions, including continued inflation, high interest rates, supply chain disruptions, labor market disruptions, dislocation and volatility in capital markets, and potential longer-term changes in consumer and client behavior resulting from the severity and duration of any downturn in the U.S.

or global economy, sustained changes in client preferences and space utilization, as well as the other important factors below and the risks described in (i) our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 including those described under the caption “Risk Factors,” (ii) our subsequent filings under the Exchange Act and (iii) the risk factors set forth in this Form 10-Q in Part II, Item 1A, if any.

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• risks associated with security breaches, incidents, and compromises through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems, which support our operations and our buildings;

• risks associated with legal proceedings and other claims that could result in substantial monetary and other costs;

• risks associated with legal proceedings and other claims that could result in substantial monetary damages and other costs;

• risks associated with BXP’s potential failure to qualify as a REIT under the Internal Revenue Code of 1986, as amended;

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We expressly disclaim any responsibility to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events, or otherwise, and you should not rely upon these forward-looking statements after the date of this report.

BXP is one of the largest publicly traded office real estate investment trusts (REITs) (based on total market capitalization as of March 31, 2024) in the U.S.

BXP is one of the largest publicly traded office real estate investment trusts (REITs) (based on total market capitalization as of June 30, 2024) in the U.S.

that develops, owns, and manages primarily premier workplaces.

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When making leasing decisions, we consider, among other things, the creditworthiness of the client and the industry in which it conducts business, the length of the lease, the rental rate to be paid at inception and throughout the lease term, the amount of any security deposit or letter of credit posted by the client, the costs of tenant improvements, free rent periods and other landlord concessions, anticipated operating expenses and real estate taxes, current and anticipated vacancy in our properties and the market overall (including sublease space), current and expected future demand for the space, the impact of other clients’ expansion rights and general economic factors.

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

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

assembled over several decades of intentional development, acquisitions and dispositions.

Today, clients and their advisors are more focused than ever on these attributes for their building owners, which distinguishes BXP among its competitors.

Today, clients and

their advisors are more focused than ever on these attributes for their building owners, which distinguishes BXP among its competitors.

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

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We believe this divergence validates our strategy and differentiates BXP from other office companies.

Although overall leasing demand has still not returned to pre-pandemic levels, premier workplaces in our five traditional central business district (“CBD”) markets (Boston, New York, San Francisco, Seattle, and Washington, DC) have consistently outperformed the broader office market in those CBDs since the first quarter of 2021 on several key metrics, including occupancy, net absorption levels and rental rates.

This outperformance is evident in BXP’s portfolio where approximately 89% of our share of net operating income (“NOI”) comes from assets located in CBDs that are predominantly premier workplaces.

These CBD assets are 91.0% occupied and 92.8% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with generally accepted accounting principles (“GAAP”)) as of the end of the first quarter of 2024.

Although overall leasing demand has still not returned to pre-pandemic levels, since the first quarter of 2021, premier workplaces in our five traditional central business district (“CBD”) markets (Boston, New York, San Francisco, Seattle and Washington, DC) have consistently outperformed the broader office market in those CBDs on several key metrics, including occupancy, net absorption levels and rental rates.

This outperformance is evident in BXP’s portfolio where approximately 90% of our share of net operating income (“NOI”) comes from predominantly premier workplaces located in CBDs.

As of June 30, 2024, these CBD assets are 90.4% occupied and 92.2% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with generally accepted accounting principles (“GAAP”)).

For a detailed discussion of our share of NOI, including the reasons management believes the metric is useful to investors and a reconciliation to the most comparable GAAP measure, see page 35 .

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

As of June 30, 2024, the weighted-average remaining lease term (1) for our in-place leases, based on square feet, including those signed by our unconsolidated joint ventures but excluding residential units, was approximately 7.7 years, and (2) for our 20 largest clients, based on square feet, was approximately 10.3 years.

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

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• our relationships with local brokers.

Two of the most significant external forces impacting BXP’s performance are interest rates and corporate earnings.

We believe lower interest rates would improve our cost of capital, spark more transaction activity and investment opportunities in our sector, reduce the cost of new development and be a tailwind for our client’s earnings growth.

Greater corporate earning would, in turn, likely encourage our clients to increase their office space requirements.

However, with inflation increasing at greater than expected rates, the Federal Reserve has stated that it expects to delay interest rate cuts.

Our clients generally do not hire new employees and increase their office space requirements unless their earnings are growing or they are in need of additional employees to grow their earnings.

From 2011 to present, S&P 500 earnings grew around 12% per year, but in 2023 the growth rate was 0% and in 2022 it was 5%.

Though the U.S.

economy is growing, and unemployment remains low, only approximately 7% of the jobs created in the first quarter of 2024 were in office using categories compared to the long-term average of over 25%.

Growth in S&P 500 earnings are projected to be 11% to 13% per annum over the next two years, which should be constructive to BXP’s leasing activity.

Many technology clients, a critically important sector that drove space demand following the Great Financial Crisis, overcommitted to space during the pandemic which has exacerbated the supply-demand imbalance.

Over the longer term, we expect earnings at technology companies will grow and they will begin to absorb the available supply.

We continue to experience market tailwinds from the two most important external forces impacting BXP’s performance:

interest rates and corporate earnings growth.

inflation report released on July 11, 2024 reflected a 3% inflation rate for the 12 months ending in June 2024, which was lower than expected.

This report sparked new forecasts of accelerated interest rate cuts by the Federal Reserve as well as lower market yields for the 10-year U.S.

Treasury Note.

Lower interest rates are favorable for real estate and BXP’s valuation, as well as broader corporate earnings growth, which is the second important external factor driving BXP’s performance.

After remaining flat for all of 2023, S&P 500 earnings growth was 6.6% in the first quarter of 2024 and is expected to be approximately 9% for the second quarter.

In our experience, companies with earnings growth are much more likely to invest, hire and lease additional space, which is consistent with our growing leasing volumes this year.

We are also experiencing moderate but steady increases in workers returning to the office based on the turnstile data we capture for roughly half of our portfolio.

Corporations continue to push for increased office attendance, including a large technology company that recently announced its policy shift from primarily remote work to mandatory office attendance of three to five days per week depending on job function.

Although remote work continues to be a factor restraining demand for office space, we believe economic conditions are the primary driver of leasing activity.

As overall earnings growth for our clients and potential clients improves, it should lead to employment growth and demand for office space over time.

However, we are not counting on a near-term market recovery to maintain BXP’s occupancy.

Our leasing, construction and property management teams will lean on our operating prowess to gain new clients and market share as clients choose premier workplaces that are in sound financial condition for their office space.

We expect our leasing,

construction and property management teams will continue to lean on our operating prowess to gain new clients and market share as clients choose premier workplaces that are in sound financial condition for their office space, which will increase our occupancy over time.

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

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In light of the uncertain trajectory of the U.S.

and global economies, we believe we continue to position BXP for success by increasing liquidity, managing our leverage, pursuing additional capital raising opportunities and maintaining discipline in discretionary capital expenditures, while continuing to selectively invest (including through both acquisitions and developments) in premier workplace opportunities.

and global economies, we continue to position BXP for success by increasing liquidity, managing our leverage, pursuing additional capital raising opportunities and maintaining discipline in discretionary capital expenditures, while continuing to selectively invest (including through both acquisitions and developments) in premier workplace opportunities.

We remain focused on the following strategies:

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

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

• continuing to raise the bar in the quality of our portfolio and actively recycling capital by selling assets, subject to market conditions, which we believe no longer fit within our portfolio strategy or could attract premium pricing in the current market;

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

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

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

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

Leasing Activity and Occupancy

The macroeconomic environment has resulted in softening demand in all of our markets.

While property tours continue and leases under negotiation move forward, there is less urgency from clients to make new commitments.

Potential clients touring space acknowledge that economic uncertainty is impacting space decisions.

Also impacting clients decisions are the building quality as well as the financial stability and long-term commitment of their building owners, both strong competitive advantages for BXP.

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

BXP’s CBD portfolio of premier workplaces was 91.0% occupied and 92.8% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP) at March 31, 2024.

We are experiencing an improving operating environment.

Although all the markets we operate in still need consistent incremental absorption to constitute a macro recovery, we have started to see pockets of strength where low availability is driving constructive client behavior.

As clients choose premier properties in sound financial condition, with building owners that are committed for the long term to their properties operated by the best property management teams, we expect to continue to be successful in gaining market share despite limited demand growth.

In the second quarter of 2024, we executed 73 leases totaling over 1.3 million square feet with a weighted-average lease term of approximately 9.0 years.

The approximately 1.3 million square feet of leasing represents a 41% increase from the second quarter of 2023 and 93% of our 10-year leasing average for the second quarter.

BXP’s CBD portfolio of premier workplaces was 90.4% occupied and 92.2% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP) at June 30, 2024.

Approximately 90% of our share of NOI comes from assets located in our CBD portfolio, underscoring the strength of BXP’s strategy to invest in the highest quality buildings in dynamic urban gateway markets.

For a detailed discussion of our share of NOI, including the reasons management believes the metric is useful to investors and a reconciliation to the most comparable GAAP measure, see page 31 .

The overall occupancy of our in-service office and retail properties was 88.2% at March 31, 2024, a decrease of 20 basis points from December 31, 2023.

For a detailed

discussion of our share of NOI, including the reasons management believes the metric is useful to investors and a reconciliation to the most comparable GAAP measure, see page 35 .

The overall occupancy of our in-service office and retail properties was 87.1% at June 30, 2024, a decrease of 110 basis points from March 31, 2024.

This is consistent with our previously communicated expectations and is primarily due to expected lease expirations.

We define occupancy as space with signed leases for which revenue recognition has commenced in accordance with GAAP.

Including vacant space for which we have signed leases that have not yet commenced revenue recognition in accordance with GAAP, our in-service office and retail properties were approximately 89.9% leased at March 31, 2024.

Investment Activity

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lenders to highly leveraged assets that require recapitalization and institutional owners seeking to diversify from the office asset class.

To date, there has been limited market transaction activity for higher-quality office assets.

To date, there has been limited market transaction activity for higher-quality office assets, though increasingly owners are testing the market to understand pricing.

With lenders, there are fewer premier workplaces that are struggling with leverage, and in the few cases involving premier workplaces, lenders are generally electing to extend loans to borrowers who agree to invest modestly in their assets.

Institutional owners are less interested in selling their higher quality assets, and there remains a material bid-ask spread given assets have in most cases not been marked down to market clearing levels.

Notwithstanding these current challenges, our expectations are that transactions and our investment activity will increase in coming quarters given the volume of maturing financings, continued mark downs in institutional portfolios and prolonged high interest rates.

Institutional owners are less interested in selling their higher quality assets, and there remains a material bid-ask spread given that, in most cases, assets have not been marked down to market-clearing levels.

Notwithstanding these current challenges, we expect that transactions and our investment activity will increase in the coming quarters given the volume of maturing financings, continued mark downs in institutional portfolios and prolonged high interest rates.

We also have interest from institutional investors in co-investing with us for select opportunities.

Consistent with this strategy, on January 8, 2024, we completed the acquisition of our joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue located in Washington, DC for a purchase price of $10.0 million and recorded a gain on consolidation of approximately $21.8 million.

This transaction was sparked by our partner’s election to reduce their exposure to the office sector, and we agreed to purchase their interest on attractive terms.

The property is encumbered by an approximately $207.1 million mortgage debt, at acquisition, which bears interest at 3.61% per annum and matures on January 5, 2025.

Following the acquisition, we modified the mortgage loan to provide for two loan extension options totaling five years of additional term, each subject to certain conditions.

The first loan extension option is for four years at a fixed interest rate of 5.0% per annum.

We also extended an approximately 200,000 square foot lease with the anchor client through 2042 after the acquisition.

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

Also, on March 21, 2024, we completed the previously announced sale of a 45% interest in 290 Binney Street, a life sciences development located in Kendall Square in Cambridge, Massachusetts, to an institutional investor.

The institutional investor’s investment in 290 Binney Street will reduce our share of the project’s estimated development spend over time by approximately $533.5 million, including $141.8 million that was funded at closing.

The consummation of this joint venture completed the institutional investor’s two-building investment in Cambridge, Massachusetts with a gross valuation of approximately $1.66 billion or $2,050 per square foot.

The properties, 290 Binney Street and 300 Binney Street, total 802,000 net rentable square feet and are 100% pre-leased.

We retain a 55% interest in each joint venture and provide development, property management, and leasing services for the ventures.

As of March 31, 2024, our development/redevelopment pipeline consisted of 11 properties that, when completed, we expect will total approximately 3.2 million net rentable square feet.

As of June 30, 2024, our development/redevelopment pipeline consisted of 10 properties that, when completed, we expect will total approximately 3.1 million net rentable square feet.

Our share of the estimated total cost for these projects is approximately $2.5 billion, of which approximately $1.3 billion remains to be invested.

The commercial space in the pipeline, which excludes the residential projects, was 54% pre-leased as of May 2, 2024.

The commercial space in the pipeline, which excludes the residential projects, was 53% pre-leased as of July 31, 2024.

In the second quarter of 2024, we completed and fully placed in-service 760 Boylston Street, an approximately 118,000 net rentable square feet retail redevelopment located in Boston, Massachusetts.

The property is 100% leased to DICK’S Sporting Goods’ Boston House of Sport.

In July 2024, BXP partially placed in-service Skymark, a luxury residential property in Reston, Virginia that consists of 508 residential units across a five-story low-rise building and an iconic 39-story tower, which is one of the tallest buildings in Northern Virginia.

The residential property is owned by a joint venture in which BXP has a 20% interest.

As we continue to focus on new investments to drive future growth, we regularly review our portfolio to identify properties as potential sales candidates that either no longer fit within our portfolio strategy or could attract premium pricing in the current market.

However, the asset sale market for all real estate asset classes has slowed dramatically while interest rates remain elevated and transaction volume for office assets continues to be minimal in the U.S.

We are currently in active negotiations for the disposition of four land positions which, if successful, would generate approximately $150 million of proceeds, half of which could be realized this year.

However, there can be no assurance that we will complete any of these transactions on the terms currently contemplated or at all.

A brief overview of each of our markets follows.

During the first quarter of 2024, we executed approximately 178,000 square feet of leases and approximately 435,000 square feet of leases commenced in the Boston region.

During the second quarter of 2024, we executed approximately 344,000 square feet of leases and approximately 375,000 square feet of leases commenced in the Boston region.

Approximately 171,000 square feet of the leases that commenced had been vacant for less than one year and represent an increase in net rental obligations of approximately 10.8% over the prior leases.

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

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

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

As of June 30, 2024, our approximately 8.4 million square foot Boston CBD in-service portfolio was approximately 94.9% occupied and approximately 96.2% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

Our approximately 2.5 million square foot in-service premier workplace CBD portfolio in Cambridge was approximately 96.7% occupied and 96.7% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP) as of June 30, 2024.

As of June 30, 2024, our Route 128-Mass Turnpike in-service portfolio is comprised of approximately 4.7 million square feet and was approximately 76.8% occupied and approximately 79.4% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

Our Los Angeles (“LA”) in-service portfolio of approximately 2.3 million square feet is currently focused in West LA and includes Colorado Center, an approximately 1.1 million square foot property of which we own 50%, and Santa Monica Business Park, a 21-building, approximately 1.2 million square foot property.

As of March 31, 2024, our LA in-service properties were approximately 86.1% occupied and 87.2% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

During the first quarter of 2024, we executed approximately 225,000 square feet of leases in the New York region and approximately 313,000 square feet of leases commenced.

Approximately 269,000 square feet of the leases that commenced had been vacant for less than one year and they represent an increase in net rental obligations of approximately 10.5% over the prior leases.

As of March 31, 2024, our New York CBD in-service portfolio was approximately 91.5% occupied and approximately 95% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

As of June 30, 2024, our LA in-service properties were approximately 85.0% occupied and 86.0% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

During the second quarter of 2024, we executed approximately 447,000 square feet of leases in the New York region and approximately 86,000 square feet of leases commenced.

Approximately 55,000 square feet of the leases that commenced had been vacant for less than one year and they represent a decrease in net rental obligations of approximately 7.3% over the prior leases.

As of June 30, 2024, our New York CBD in-service portfolio was approximately 90.8% occupied and approximately 94.6% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

San Francisco

During the first quarter of 2024, we executed approximately 109,000 square feet of leases and approximately 175,000 square feet of leases commenced in the San Francisco region.

During the second quarter of 2024, we executed approximately 147,000 square feet of leases and approximately 169,000 square feet of leases commenced in the San Francisco region.

Approximately 115,000 square feet of leases that commenced had been vacant for less than one year and represent an increase in net rental obligations of approximately 15.5% over the prior leases.

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

As of June 30, 2024, our San Francisco CBD in-service properties were approximately 84.0% occupied and approximately 84.4% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

Our Seattle in-service portfolio includes Safeco Plaza, an approximately 762,000 square foot property of which we own 33.67%, and Madison Centre, an approximately 755,000 square foot property.

As of March 31, 2024, these in-service properties were approximately 81.8% occupied and approximately 83.1% leased (inclusive of vacant space with signed leases that have not yet commenced in accordance with GAAP).

As of June 30, 2024, these in-service properties were approximately 80.2% occupied and approximately 83.0% leased (inclusive of vacant space with signed leases that have not yet commenced in accordance with GAAP).

Washington, DC

During the first quarter of 2024, we executed approximately 336,000 square feet of leases and approximately 438,000 square feet of leases commenced in the Washington, DC region.

During the second quarter of 2024, we executed approximately 363,000 square feet of leases and approximately 140,000 square feet of leases commenced in the Washington, DC region.

Approximately 32,000 square feet of the leases that commenced had been vacant for less than one year and represent a decrease in net rental obligations of approximately 1.3% over the prior leases.

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

As of June 30, 2024, our Washington, DC CBD in-service properties were approximately 87.5% occupied and approximately 88.1% leased (inclusive of vacant space with signed leases that have not yet commenced in accordance with GAAP).

A significant component of our Washington, DC regional portfolio is in Reston Town Center, an award-winning mixed-use development in Northern Virginia.

Reston is a hub for technology, cloud services, cybersecurity and defense intelligence companies.

As of March 31, 2024, our Reston CBD portfolio was approximately 93.7% occupied and approximately 95.6% leased (inclusive of vacant space with signed leases that have not yet commenced in accordance with GAAP).

As of June 30, 2024, our Reston CBD portfolio was approximately 93.9% occupied and approximately 96.1% leased (inclusive of vacant space with signed leases that have not yet commenced in accordance with GAAP).

Leasing Statistics

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

Three months ended March 31, 2024

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

Three months ended June 30, 2024 Six months ended June 30, 2024

(Square Feet)

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1 st generation leases

168,600 340,591

2 nd generation leases with new clients

329,238 743,970

2 nd generation lease renewals

273,722 1,120,154

Total space leased (3) 771,560 2,204,715

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Leases commencing during the period, in square feet 602,960 1,864,124

Weighted Average Lease Term 110 Months

Weighted Average Free Rent Period 93 Days

Weighted Average Lease Term 69 Months 97 Months

Weighted Average Free Rent Period 147 Days 110 Days

Total Transaction Costs Per Square Foot (6) $63.24 $74.12

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(1) Total vacant square feet of properties taken out of service during the three months ended March 31, 2024 consists of 162,274 square feet at 1050 Winter Street and 71,420 square feet at 15825 Shady Grove Road.

(2) Total vacant square feet of properties placed (and partially placed) in-service during the three months ended March 31, 2024 consists of 44,652 square feet at 651 Gateway.

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

(4) Represents leases executed during the three months ended March 31, 2024 for which we either (1) commenced lease revenue recognition in such period or (2) will commence lease revenue recognition in subsequent periods, in accordance with GAAP, and includes leases at properties currently under development.

The total square feet of leases e xecuted and recognized during the three months ended March 31, 2024 is 354,567 square feet.

(1) Total vacant square feet of properties taken out of service during the three months ended June 30, 2024 consists of 30,000 square feet at 17 Hartwell Avenue.

Total vacant square feet of properties taken out of service during the six months ended June 30, 2024 consists 162,274 square feet at 1050 Winter Street, 71,420 square feet at 15825 Shady Grove Road and 30,000 square feet at 17 Hartwell Avenue.

(2) Total vacant square feet of properties placed in service during the three months ended June 30, 2024 consists of 117,907 square feet at 760 Boylston Street.

Total vacant square feet of properties placed in service during the six months ended June 30, 2024 consists of 44,652 square feet at 651 Gateway and 117,907 square feet at 760 Boylston Street.

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

(4) Represents leases executed during the three and six months ended June 30, 2024 for which we either (1) commenced lease revenue recognition in such period or (2) will commence lease revenue recognition in subsequent periods, in accordance with GAAP, and includes leases at properties currently under development.

The total square feet of leases e xecuted and recognized during the three and six months ended June 30, 2024 are 121,600 and 476,167 square feet, respectively.

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

Of the 1,261,164 square feet of second generation leases that commenced during the three months ended March 31, 2024, leases for 906,597 square feet were signed in prior periods.

Of the 602,960 and 1,864,124 square feet of second generation leases that commenced during the three and six months ended June 30, 2024, respectively, leases for 489,691 and 1,396,288 square feet, respectively, were signed in prior periods.

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

(7) Represents the increase in gross rent (base rent plus expense reimbursements) on the new versus expired leases on the 1,053,391 square feet of second generation leases that had been occupied within the prior 12 months for the three months ended March 31, 2024;

(7) Represents the increase (decrease) in gross rent (base rent plus expense reimbursements) on the new versus expired leases on the 373,884 and 1,427,275 square feet of second generation leases that had been occupied

within the prior 12 months for the three and six months ended June 30, 2024, respectively;

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

(8) Represents the increase in net rent (gross rent less operating expenses) on the new versus expired leases on the 1,053,391 square feet of second generation leases that had been occupied within the prior 12 months for the three months ended March 31, 2024.

Transactions during the three months ended March 31, 2024 included the following:

Acquisition activity

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

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

The property is subject to existing mortgage indebtedness of approximately $207.1 million (See Debt activit ies below).

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

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

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

(8) Represents the increase (decrease) in net rent (gross rent less operating expenses) on the new versus expired leases on the 373,884 and 1,427,275 square feet of second generation leases that had been occupied within the prior 12 months for the three and six months ended June 30, 2024, respectively.

Transactions during the three months ended June 30, 2024 included the following:

Pending disposition activity

• On May 7, 2024, we entered into an agreement with a third-party developer for the sale of a portion of our Shady Grove property, consisting of 2 Choke Cherry Road, 2094 Gaither Road and a land parcel, located in Rockville, Maryland for an aggregate gross sale price of approximately $24.8 million (See Note 3).

On July 22, 2024, we executed an amendment to the agreement for an aggregate gross sale price of approximately $24.7 million.

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

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.

Development activity

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

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

Impairment activity

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

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

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

Our estimated fair value was based on Level 3 inputs as defined in Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”) and on a pending offer from a third party.

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

Lease activity

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

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

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

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

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

We have assumed that we will begin construction on the site on or before August 1, 2028.

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

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

We classify this lease as an operating lease.

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

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

Unconsolidated joint venture activities

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

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

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

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

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

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

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

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

• We have a ground lease for the land underlying our 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 us 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, we classified it as a finance lease and we assumed the lessor would exercise its right to require us 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 we 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 we now estimate 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.

Unconsolidated joint ventures activity

• On May 8, 2024, a joint venture in which we own a 25% interest extended by 30 days the maturity date of the loan collateralized by its 3 Hudson Boulevard property.

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

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.

We are the lender of the loan and the loan is reflected as related party note receivables, net on our Consolidated Balance Sheets.

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

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

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

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

At the time of the extension, the loan had an outstanding balance totaling approximately $251.6 million and was scheduled to mature on April 26, 2024.

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

Debt activities

• On January 8, 2024, we acquired our joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue located in Washington, DC (See Acquisition activity and Unconsolidated joint venture activities above).

The property is subject to existing mortgage indebtedness.

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

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

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

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

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

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

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

Noncontrolling interest activity

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

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

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

We retain a 55% ownership interest in the joint venture.

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

We provide customary development, property management and leasing services to the

joint venture.

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

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

Transactions completed subsequent to March 31, 2024 included the following:

• On April 5, 2024, we 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.

• 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.

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.

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 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.

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.

• On April 29, 2024, BPLP repaid $500.0 million of the outstanding balance of its $1.2 billion unsecured term loan facility (the “2023 Unsecured Term Loan”) from the proceeds of its unsecured commercial paper program.

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.

• On April 29, 2024, BPLP increased the maximum borrowing amount under the 2021 Credit Facility from $1.815 billion to $2.0 billion.

All other terms of the 2021 Credit Facility, including its maturity date of June 15, 2026, remain unchanged.

BPLP had no borrowings under the 2021 Credit Facility as of May 2, 2024.

Transactions completed subsequent to June 30, 2024 included the following:

• On July 12, 2024, a joint venture in which we have 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 we have 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.

Critical Accounting Estimates

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There have been no significant changes in our critical accounting estimates since the year ended December 31, 2023.

Results of Operations for the Three Months Ended March 31, 2024 and 2023

Net income attributable to Boston Properties, Inc.

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

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

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

Results of Operations for the Six Months Ended June 30, 2024 and 2023

Net income attributable to BXP, Inc.

and net income attributable to Boston Properties Limited Partnership decreased by approximately $22.7 million and $25.0 million, respectively, for the six months ended June 30, 2024 compared to 2023, as set forth in the following tables and for the reasons discussed below under the heading “ Comparison of the six months ended June 30, 2024 to the six months ended June 30, 2023” within “ Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations .”

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

to Net Operating Income and Net Income Attributable to Boston Properties Limited Partnership to Net Operating Income for the six months ended June 30, 2024 and 2023.

For a detailed discussion of Net Operating Income (“NOI”), including the reasons management believes NOI is useful to investors, see page 58 .

Three months ended March 31,

Six months ended June 30,

2024 2023 Increase/

(in thousands)

Net Income Attributable to Boston Properties, Inc.

Net Income Attributable to BXP, Inc.

$ 159,498 $ 182,215 $ (22,717) (12.47) %

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Interest expense

311,533 276,680 34,853 12.60 %

Impairment loss

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Interest and other income (loss) 25,317 28,284 (2,967) (10.49) %

14,529 10,941 3,588 32.79 %

Income (loss) from unconsolidated joint ventures 13,387 (14,237) 27,624 194.03 %

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Net Operating Income $ 1,017,537 $ 994,495 $ 23,042 2.32 %

Three months ended March 31,

Six months ended June 30,

2024 2023 Increase/

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Interest and other income (loss) 25,317 28,284 (2,967) (10.49) %

14,529 10,941 3,588 32.79 %

Income (loss) from unconsolidated joint ventures 13,387 (14,237) 27,624 194.03 %

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Net Operating Income $ 1,017,537 $ 994,495 $ 23,042 2.32 %

At March 31, 2024 and 2023, we owned or had joint venture interests in a portfolio of 187 and 192 commercial real estate properties, respectively (in each case, the “Total Property Portfolio”).

At June 30, 2024 and 2023, we owned or had joint venture interests in a portfolio of 186 and 191 commercial real estate properties, respectively (in each case, the “Total Property Portfolio”).

As a result of changes within our Total Property Portfolio, the financial data presented below shows significant changes in revenue and expenses from period-to-period.

Accordingly, we do not believe that our period-to-period financial data with respect to the Total Property Portfolio provides a complete understanding of our operating results.

Therefore, the comparison of operating results for the three months ended March 31, 2024 and 2023 show separately the changes attributable to the properties that were owned by us and in-service throughout each period compared (the “Same Property Portfolio”) and the changes attributable to the properties included in the Acquired, Placed In-Service, Development or Redevelopment or Sold Portfolios.

In our analysis of operating results, particularly to make comparisons of net operating income between periods more meaningful, it is important to provide information for properties that were in-service and owned by us throughout each period presented.

Therefore, the comparison of operating results for the six months ended June 30, 2024 and 2023 show separately the changes attributable to the properties that were owned by us and in-service throughout each period compared (the “Same Property Portfolio”) and the changes attributable to the properties included in the Acquired, Placed In-Service, In or Held for Development or Redevelopment or Sold Portfolios.

In our analysis of operating results, particularly to make comparisons of NOI between periods more meaningful, it is important to provide information for properties that were in-service and owned by us throughout each period presented.

We refer to properties acquired or placed in-service prior to the beginning of the earliest period presented and owned by us and in-service through the end of the latest period presented as our Same Property Portfolio.

The Same Property Portfolio therefore excludes properties acquired, placed in-service or in or held for development or redevelopment after the beginning of the earliest period presented or disposed of prior to the end of the latest period presented.

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

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.

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

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.

and net income attributable to Boston Properties Limited Partnership.

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

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

We believe that in order to understand our operating results, NOI should be examined in conjunction with net income attributable to BXP, Inc.

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

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

NOI should not be considered as a substitute for net income attributable to BXP, Inc.

or net income attributable to Boston Properties Limited Partnership (determined in accordance with GAAP) or any other GAAP financial measures and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP.

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The difference between the real estate assets of BXP as compared to BPLP for certain properties having an allocation of the real estate step-up will result in a corresponding difference in depreciation expense when those properties are sold.

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

Comparison of the three months ended March 31, 2024 to the three months ended March 31, 2023

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

Comparison of the six months ended June 30, 2024 to the six months ended June 30, 2023

The table below shows selected operating information for the Same Property Portfolio and the Total Property Portfolio.

The Same Property Portfolio consists of 129 properties totaling approximately 40.7 million net rentable square feet, excluding unconsolidated joint ventures.

The Same Property Portfolio includes properties acquired or placed in-service on or prior to January 1, 2023 and owned and in-service through March 31, 2024.

The Total Property Portfolio includes the effects of the other properties either acquired, placed in-service, in or held for development or redevelopment after January 1, 2023 or disposed of on or prior to March 31, 2024.

This table includes a reconciliation from the Same Property Portfolio to the Total Property Portfolio by also providing information for the three months ended March 31, 2024 and 2023 with respect to the properties that were acquired, placed in-service, in or held for development or redevelopment or sold.

We did not sell any properties during the three months ended March 31, 2024 and 2023.

Same Property Portfolio Properties

Acquired Portfolio Properties

The Same Property Portfolio includes properties acquired or placed in-service on or prior to January 1, 2023 and owned and in service through June 30, 2024.

This table includes a reconciliation from the Same Property Portfolio to the Total Property Portfolio by also providing information for the six months ended June 30, 2024 and 2023 with respect to the properties that were acquired, placed in-service, in or held for development or redevelopment or sold.

We did not sell any properties during the six months ended June 30, 2024 and 2023.

Same Property Portfolio Properties Acquired Portfolio Properties

Placed In-Service

Portfolio Properties in or Held for

Development or

Redevelopment

Portfolio Total Property Portfolio

Portfolio Properties in or Held for Development or Redevelopment Portfolio Total Property Portfolio

2024 2023 Increase/

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1,474,131 1,483,565 (9,434) (0.64) % 50,690 — 29,199 10,043 1,288 2,351 1,555,308 1,495,959 59,349 3.97 %

Parking and Other Revenue 28,434 23,339 5,095 21.83 % 2,512 — 487 127 — (3) 31,433 23,463 7,970 33.97 %

Parking and Other

60,375 49,128 11,247 22.89 % 4,415 — 938 538 30 (3) 65,758 49,663 16,095 32.41 %

Total Rental Revenue (1) 1,534,506 1,532,693 1,813 0.12 % 55,105 — 30,137 10,581 1,318 2,348 1,621,066 1,545,622 75,444 4.88 %

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(2) For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 58.

Residential Net Operating Income for the three months ended March 31, 2024 and 2023 is comprised of Residential Revenue of $12,684 and $11,726 less Residential Expenses of $5,686 and $5,463, respectively.

Hotel Net Operating Income for the three months ended March 31, 2024 and 2023 is comprised of Hotel Revenue of $8,186 and $8,101 less Hotel Expenses of $6,015 and $6,671, respectively, per the Consolidated Statements of Operations.

Residential Net Operating Income for the six months ended June 30, 2024 and 2023 is comprised of Residential Revenue of $24,910 and $23,979 less Residential Expenses of $11,425 and $11,246, respectively.

Hotel Net Operating Income for the six months ended June 30, 2024 and 2023 is comprised of Hotel Revenue of $22,998 and $22,070 less Hotel Expenses of $15,854 and $14,832, respectively, per the Consolidated Statements of Operations.

Same Property Portfolio

Lease Revenue (Excluding Termination Income)

Lease revenue (excluding termination income) from the Same Property Portfolio decreased by approximately $3.6 million for the three months ended March 31, 2024 compared to 2023.

The decrease was a result of our average occupancy decreasing from 90.2% to 89.3%, resulting in a decrease of approximately $7.1 million, partially offset by our average revenue per square foot increasing by approximately $0.25, contributing approximately $3.5 million.

Lease revenue (excluding termination income) from the Same Property Portfolio decreased by approximately $12.1 million for the six months ended June 30, 2024 compared to 2023.

The decrease was a result of our average occupancy decreasing from 90.2% to 88.8%, resulting in a decrease of approximately $23.3 million, partially offset by revenue per square foot increasing by approximately $0.59, contributing approximately $11.2 million.

Termination Income

Termination income increased by approximately $1.6 million for the three months ended March 31, 2024 compared to 2023.

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

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

Termination income increased by approximately $2.6 million for the six months ended June 30, 2024 compared to 2023.

Termination income for the six months ended June 30, 2024 related to 17 clients across the Same Property Portfolio and totaled approximately $2.7 million, which was primarily related to clients that terminated leases early in San Francisco, California.

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

Parking and Other Revenue

Parking and other revenue increased by approximately $5.1 million for the three months ended March 31, 2024 compared to 2023.

Parking and other revenue increased by approximately $11.2 million for the six months ended June 30, 2024 compared to 2023.

Parking and other revenue increased by approximately $1.0 million and $10.2 million, respectively.

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

The increase in other revenue was primarily related to the View Boston observatory.

Real Estate Operating Expenses

Real estate operating expenses from the Same Property Portfolio increased by approximately $12.5 million, or 4.5%, for the three months ended March 31, 2024 compared to 2023, due primarily to increases in repairs and maintenance of approximately $3.7 million, or 8.4%, and other real estate operating expenses of approximately $4.9 million, or 2.1%.

Real estate operating expenses from the Same Property Portfolio increased by approximately $31.1 million, or 5.5%, for the six months ended June 30, 2024 compared to 2023, due primarily to increases in repairs and maintenance of approximately $10.9 million, or 12.0%, and other real estate operating expenses of approximately $13.9 million, or 3.0%.

The increase in repairs and maintenance was primarily in Boston.

In addition, there was approximately $3.9 million related to the marketing and operating expenses associated with the View Boston observatory, which was completed and placed in-service on June 1, 2023.

In addition, there was an approximately $6.3 million increase related to the marketing and operating expenses associated with the View Boston observatory.

Properties Acquired Portfolio

The table below lists the properties acquired between January 1, 2023 and March 31, 2024.

Rental revenue and real estate operating expenses increased by approximately $28.2 million and $9.6 million, respectively, for the three months ended March 31, 2024 compared to 2023, as detailed below.

The table below lists the properties acquired between January 1, 2023 and June 30, 2024.

Rental revenue and real estate operating expenses increased by approximately $55.1 million and $19.5 million, respectively, for the six months ended June 30, 2024 compared to 2023, as detailed below.

Square Feet Rental Revenue Real Estate Operating Expenses

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______________

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

(1) Rental revenue for the six months ended June 30, 2024 includes approximately $0.2 million of termination income.

Properties Placed In-Service Portfolio

The table below lists the properties that were placed in-service or partially placed in-service between January 1, 2023 and March 31, 2024.

Rental revenue and real estate operating expenses from our Properties Placed In-Service Portfolio increased by approximately $7.8 million and $3.2 million, respectively, for the three months ended March 31, 2024 compared to 2023, as detailed below.

The table below lists the properties that were placed in-service or partially placed in-service between January 1, 2023 and June 30, 2024.

Rental revenue and real estate operating expenses from our Properties Placed In-Service Portfolio increased by approximately $19.6 million and $6.1 million, respectively, for the six months ended June 30, 2024 compared to 2023, as detailed below.

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

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103 CityPoint Fourth Quarter, 2023 N/A 113,000 1 — 1 376 — 376

760 Boylston Street Second Quarter, 2024 Second Quarter, 2024 118,000 2,323 — 2,323 286 — 286

1,140,015 $ 30,137 $ 10,581 $ 19,556 $ 10,241 $ 4,160 $ 6,081

Properties in or Held for Development or Redevelopment Portfolio

The table below lists the properties that were in or held for development or redevelopment between January 1, 2023 and March 31, 2024.

Rental revenue and real estate operating expenses from our Properties in or Held for Development or Redevelopment Portfolio decreased by approximately $0.2 million and $2.7 million, respectively, for the three months ended March 31, 2024 compared to 2023, as detailed below.

The table below lists the properties that were in or held for development or redevelopment between January 1, 2023 and June 30, 2024.

Rental revenue and real estate operating expenses from our Properties in or Held for Development or Redevelopment Portfolio decreased by approximately $1.0 million and $3.6 million, respectively, for the six months ended June 30, 2024 compared to 2023, as detailed below.

Rental Revenue Real Estate Operating Expenses

Name Date Commenced or Held for Development / Redevelopment Square Feet 2024 2023 Change 2024 2023 Change

Name Date Commenced Held for Development / Redevelopment Square Feet 2024 2023 Change 2024 2023 Change

(dollars in thousands)

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Lexington Office Park (3) March 31, 2023 167,000 509 975 (466) 778 1,108 (330)

171 Dartmouth Street March 28, 2024 N/A — — — 87 — 87

1050 Winter Street (3) March 31, 2024 162,000 170 65 105 787 988 (201)

17 Hartwell Avenue (3) June 30, 2024 30,000 614 940 (326) 221 251 (30)

852,000 $ 1,318 $ 2,348 $ (1,030) $ 2,643 $ 6,207 $ (3,564)

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(2) The Kendall Center Blue Parking Garage was taken out of service on January 4, 2023 to support the development of 290 Binney Street.

Real estate operating expenses for the three months ended March 31, 2023 included approximately $2.3 million of demolition costs.

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

This portion of Shady Grove Innovation District is comprised of three buildings, 2092 and 2098 Gaither Road and 15825 Shady Grove Road that were taken out of service between March 31, 2023 and March 31, 2024.

Real estate operating expenses for the six months ended June 30, 2023 included approximately $3.0 million of demolition costs.

(3) Lexington Office Park, 1050 Winter Street, 17 Hartwell Avenue and a portion of Shady Grove Innovation District, are no longer considered “in-service” because each property’s occupied percentage is less than 50% and we are no longer actively leasing the properties in anticipation of a future development/redevelopment.

The properties will be considered held for development or redevelopment until the last client has vacated the property and the property is no longer revenue producing.

This portion of Shady Grove Innovation District is comprised of three buildings, 2092 and 2098 Gaither Road and 15825 Shady Grove Road that were taken out of service between January 1, 2023 and June 30, 2024.

Residential Net Operating Income

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

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

Net operating income for our residential same properties increased by approximately $0.8 million for the six months ended June 30, 2024 compared to 2023.

The following reflects our occupancy and rate information for our residential same properties for the six months ended June 30, 2024 and 2023.

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

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By measuring vacant units at their Market Rents, Average Economic Occupancy takes into account the fact that units of different sizes and locations within a residential property have different economic impacts on a residential property’s total possible gross revenue.

“Market Rents” used by us in calculating Average Economic Occupancy are based on the current market rates set by the managers of our residential properties based on their experience in renting their residential property’s units and publicly available market data.

Market Rents used by us in calculating Economic Occupancy are based on the current market rates set by the managers of our residential properties based on their experience in renting their residential property’s units and publicly available market data.

Actual market rents and trends in such rents for a region as reported by others may vary materially from Market Rents used by us.

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Hotel Net Operating Income

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

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

The Boston Marriott Cambridge hotel had net operating income of approximately $7.1 million for the six months ended June 30, 2024, representing a decrease of approximately $0.1 million compared to the six months ended June 30, 2023.

The following reflects our occupancy and rate information for the Boston Marriott Cambridge hotel for the six months ended June 30, 2024 and 2023.

Occupancy 75.8 % 69.3 % 9.4 %

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Development and Management Services Revenue

Development and management services revenue decreased by approximately $2.8 million for the three months ended March 31, 2024 compared to 2023.

Development and management services revenue decreased by approximately $6.3 million for the six months ended June 30, 2024 compared to 2023.

Development services revenue and management services revenue decreased by approximately $3.1 million and $3.2 million, respectively.

The decrease in development services revenue was primarily related to a decrease in fees associated with a tenant improvement project in New York City.

The decrease in management services revenue was primarily related to a decrease in property and asset management fees earned from an unconsolidated joint venture in the Los Angeles region which we acquired the joint venture partner’s interest in December 2023.

The decrease in development services revenue was primarily related to a decrease in fees associated with a tenant improvement project in New York City and decreases in development income earned from unconsolidated joint ventures in the San Francisco region.

The decrease in management services revenue was primarily related to the elimination of property and asset

management fees earned from an unconsolidated joint venture in the Los Angeles region which we acquired the joint venture partner’s interest in December 2023.

General and Administrative Expense

General and administrative expense decreased by approximately $5.8 million for the three months ended March 31, 2024 compared to 2023 primarily due to a decrease in compensation expense of approximately $6.1 million, partially offset by an approximately $0.3 million increase in other general and administrative expenses.

The decrease in compensation expense related to an approximately $6.7 million decrease in other compensation expenses partially offset by an approximately $0.6 million increase in the value of our deferred compensation plan.

General and administrative expense decreased by approximately $5.9 million for the six months ended June 30, 2024 compared to 2023 primarily due to a decrease in compensation expense and other general and administrative expenses of approximately $5.8 million and $0.1 million, respectively.

The decrease in compensation expense related to (1) an approximately $0.6 million decrease in the value of our deferred compensation plan and (2) an approximately $5.2 million decrease in other compensation expenses.

Wages directly related to the development of rental properties are capitalized and included in real estate assets on our Consolidated Balance Sheets and amortized over the useful lives of the applicable asset or lease term.

Capitalized wages for the three months ended March 31, 2024 and 2023 were approximately $4.1 million and $4.5 million, respectively.

Capitalized wages for each of the six months ended June 30, 2024 and 2023 were approximately $8.9 million and $9.1 million, respectively.

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

Transaction Costs

Transaction costs decreased by approximately $0.4 million for the three months ended March 31, 2024 compared to 2023 due primarily to decreased costs incurred in connection with the pursuit and formation of new joint ventures during the three months ended March 31, 2023, that did not recur in 2024.

Transaction costs decreased by approximately $0.5 million for the six months ended June 30, 2024 compared to 2023.

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

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

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

Portfolio Depreciation and Amortization for the three months ended March 31,

Depreciation and amortization expense increased by approximately $26.9 million for the six months ended June 30, 2024 compared to 2023, as detailed below.

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

2024 2023 Change

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_____________

(1) During the three months ended March 31, 2023, the Kendall Center Blue Parking Garage was taken out of service and demolished to support the development of 290 Binney Street, an approximately 566,000 net rentable square foot laboratory/life sciences project in Cambridge, Massachusetts.

As a result, during the three months ended March 31, 2023, we recorded approximately $0.8 million of accelerated depreciation expense for the demolition of the garage, of which approximately $0.2 million related to the step-up of real estate assets.

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

Portfolio Depreciation and Amortization for the three months ended March 31,

(1) During the six months ended June 30, 2023, the Kendall Center Blue Parking Garage was taken out of service and demolished to support the development of 290 Binney Street, an approximately 573,000 net rentable square foot laboratory/life sciences project in Cambridge, Massachusetts.

As a result, during the six months ended June 30, 2023, we recorded approximately $0.8 million of accelerated depreciation expense for the demolition of the garage, of which approximately $0.2 million related to the step-up of real estate assets.

Depreciation and amortization expense increased by approximately $27.1 million for the six months ended June 30, 2024 compared to 2023, as detailed below.

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

2024 2023 Change

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_____________

As a result, during the three months ended March 31, 2023, we recorded approximately $0.6 million of accelerated depreciation expense for the demolition of the garage.

As a result, during the six months ended June 30, 2023, we recorded approximately $0.6 million of accelerated depreciation expense for the demolition of the garage.

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

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Income (Loss) from Unconsolidated Joint Ventures

For the three months ended March 31, 2024 compared to 2023, income (loss) from unconsolidated joint ventures increased by approximately $26.8 million primarily due to an approximately $21.8 million gain on consolidation related to the acquisition of our joint venture partner’s economic interest in the joint venture that owns 901 New York Avenue during the three months ended March 31, 2024 (See Note 5 to the Consolidated Financial Statements).

For the six months ended June 30, 2024 compared to 2023, income (loss) from unconsolidated joint ventures increased by approximately $27.6 million primarily due to an approximately $21.8 million gain on consolidation related to the acquisition of our joint venture partner’s economic interest in the joint venture that owns 901 New York Avenue during the six months ended June 30, 2024 (See Note 5 to the Consolidated Financial Statements).

Interest and Other Income (Loss)

Interest and other income (loss) increased by approximately $3.6 million for the three months ended March 31, 2024 compared to 2023, due primarily to an increase in interest income from increased interest earned on our deposits.

Interest and other income (loss) decreased by approximately $3.0 million for the six months ended June 30, 2024 compared to 2023, due primarily to a decrease in interest income as a result of a decrease in our outstanding cash balances.

Gains from Investments in Securities

Gain from investments in securities for the three months ended March 31, 2024 and 2023 related to investments that we have made to reduce our market risk relating to deferred compensation plans that we maintain for BXP’s officers and former non-employee directors.

Gains from investments in securities for the six months ended June 30, 2024 and 2023 related to investments that we have made to reduce our market risk relating to deferred compensation plans that we maintain for BXP’s officers and former non-employee directors.

Under the deferred compensation plans, each officer or non-employee director who is eligible to participate is permitted to defer a portion of the officer’s current income or the non-employee director’s compensation on a pre-tax basis and receive a tax-deferred return on these deferrals based on the performance of specific investments selected by the officer or non-employee director.

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

During the three months ended March 31, 2024 and 2023, we recognized gains of approximately $2.3 million and $1.7 million, respectively, on these investments.

By comparison, our general and administrative expense increased by approximately $2.3 million and $1.7 million during the three months ended March 31, 2024 and 2023, respectively, as a result of increases in our liability under our deferred compensation plans that was associated with the performance of the specific investments selected by officers and former non-employee directors of BXP participating in the plans.

During the six months ended June 30, 2024 and 2023, we recognized gains of approximately $2.6 million and $3.2 million, respectively, on these investments.

By comparison, our general and administrative expense decreased by approximately $2.6 million and $3.2 million during the six months ended June 30, 2024 and 2023, respectively, as a result of decreases in our liability under our deferred

compensation plans that was associated with the performance of the specific investments selected by officers and former non-employee directors of BXP participating in the plans.

Unrealized Gain on Non-Real Estate Investment

We invest in non-real estate investments, which are primarily environmentally-focused investment funds.

As a result, for the three months ended March 31, 2024 and 2023, we recognized an unrealized gain of approximately $0.4 million and $0.3 million, respectively, due to the observable changes in the fair value of the investments.

As a result, during the six months ended June 30, 2024 and 2023, we recognized an unrealized gain of approximately $0.5 million and $0.4 million, respectively, due to the observable changes in the fair value of the investments.

Impairment Loss

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

At March 31, 2024, we evaluated the expected hold period for a portion of our Shady Grove property, consisting of 2 Choke Cherry Road, 2094 Gaither Road and a land parcel, located in Rockville, Maryland.

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

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

Our estimated fair value was based on Level 3 inputs as defined in Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” and on a pending offer from a third party (see Notes 3 and 14 to the Consolidated Financial Statements)..

Interest Expense

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

Component Change in interest expense for the three months ended March 31, 2024 compared to March 31, 2023

Interest expense increased by approximately $34.9 million for the six months ended June 30, 2024 compared to 2023, as detailed below.

Component Change in interest expense for the six months ended June 30, 2024 compared to June 30, 2023

(in thousands)

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Issuance of $750 million in aggregate principal of 6.500% senior notes due 2034 on May 15, 2023 18,342

Increase in interest due to finance leases 2,291

Unsecured commercial paper (2) 5,050

Decrease in capitalized interest related to development projects 1,544

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Total increases to interest expense 62,423

Decrease to interest expense due to:

Repayment of $500 million in aggregate principal of 3.125% senior notes due 2023 on September 1, 2023 (11,180)

Repayment of $700 million in aggregate principal of 3.800% senior notes due 2024 on February 1, 2024 (7,983)

Decrease in interest due to finance leases (5,248)

Decrease in interest associated with unsecured term loans and the unsecured credit facility, net (2,419)

Other interest expense (excluding senior notes) (740)

Total decrease to interest expense (27,570)

Total change in interest expense $ 34,853

______________

(1) Consists of the mortgage loan and, if applicable, fair value debt and swap adjustments collateralized by (1) 325 Main Street, 355 Main Street, 90 Broadway and Cambridge East Garage (also known as Kendall Center Green Garage) properties located in Cambridge, Massachusetts, (2) Santa Monica Business Park located in Santa Monica, California and (3) 901 New York Avenue in Washington, DC (See Note 6 to the Consolidated Financial Statements).

(2) On April 17, 2024, BPLP established an unsecured commercial paper program (See Note 6 to the Consolidated Financial Statements).

Interest expense directly related to the development of rental properties is capitalized and included in real estate assets on our Consolidated Balance Sheets and amortized over the useful lives of the real estate or lease term.

As portions of properties are placed in-service, we cease capitalizing interest on that portion and interest is then expensed.

Interest capitalized for the six months ended June 30, 2024 and 2023 was approximately $19.7 million and $21.2 million, respectively.

These costs are not included in the interest expense referenced above.

The decrease in capitalized interest is primarily attributable to a development project that had a finance lease and is now placed in service.

At June 30, 2024, our variable rate debt consisted of (1) BPLP’s $2.0 billion 2021 Credit Facility, (2) BPLP’s $700.0 million 2023 Unsecured Term Loan and (3) BPLP’s $500.0 million unsecured commercial paper notes.

As of June 30, 2024, the 2021 Credit Facility did not have a balance outstanding.

In addition, we have $900.0 million of mortgage notes collateralized by Santa Monica Business Park and our 325 Main Street, 355 Main Street, 90 Broadway and Kendall Center Green Garage properties that bore interest at variable rates, which have all been hedged with interest rates swaps to fix SOFR for all or a portion of, the applicable debt term.

For a summary of our consolidated debt as of June 30, 2024 refer to the heading “ Liquidity and Capital Resources—Debt Financing” within “ Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Noncontrolling Interests in Property Partnerships

Noncontrolling interests in property partnerships decreased by approximately $3.4 million for the six months ended June 30, 2024 compared to 2023, as detailed below.

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

2024 2023 Change

(in thousands)

767 Fifth Avenue (the General Motors Building) $ 6,288 $ 6,181 $ 107

Times Square Tower 10,325 11,098 (773)

601 Lexington Avenue (1) 4,442 7,253 (2,811)

100 Federal Street 5,675 6,057 (382)

Atlantic Wharf Office Building 8,044 7,839 205

343 Madison Avenue (2) 6 — 6

300 Binney Street (3) 135 — 135

290 Binney Street (3) 131 — 131

$ 35,046 $ 38,428 $ (3,382)

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(1) The decrease was primarily attributable to depreciation and amortization expense related to new and expiring clients.

(2) Property is held for future development.

(3) Property is currently under redevelopment or in development.

Noncontrolling Interest—Common Units of the Operating Partnership

For BXP, noncontrolling interest—common units of the Operating Partnership decreased by approximately $2.2 million for the six months ended June 30, 2024 compared to 2023 due primarily to a decrease in allocable income.

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

Results of Operations for the Three Months Ended June 30, 2024 and 2023

Net income attributable to BXP, Inc.

and net income attributable to Boston Properties Limited Partnership decreased approximately $24.7 million and $27.3 million, respectively, for the three months ended June 30, 2024 compared to 2023, as detailed in the following tables and for the reasons discussed below under the heading “ Comparison of the three months ended June 30, 2024 to the three months ended June 30, 2023” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

to Net Operating Income and Net Income Attributable to Boston Properties Limited Partnership to Net Operating Income for the three months ended June 30, 2024 and 2023.

For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 68.

Three months ended June 30,

2024 2023 Increase/

(in thousands)

Net Income Attributable to BXP, Inc.

$ 79,615 $ 104,299 $ (24,684) (23.67) %

Net Income Attributable to Noncontrolling Interests:

Noncontrolling interest—common units of the Operating Partnership

9,509 12,117 (2,608) (21.52) %

Noncontrolling interests in property partnerships

17,825 19,768 (1,943) (9.83) %

Net Income 106,949 136,184 (29,235) (21.47) %

Other Expenses:

Interest expense 149,642 142,473 7,169 5.03 %

Loss from unconsolidated joint ventures 5,799 6,668 (869) (13.03) %

Other Income:

Unrealized gain on non-real estate investment 58 124 (66) (53.23) %

Gains from investments in securities 315 1,571 (1,256) (79.95) %

Interest and other income (loss)

10,788 17,343 (6,555) (37.80) %

Other Expenses:

Depreciation and amortization expense 219,542 202,577 16,965 8.37 %

Transaction costs

189 308 (119) (38.64) %

Payroll and related costs from management services contracts

4,148 4,609 (461) (10.00) %

General and administrative expense

44,109 44,175 (66) (0.15) %

Other Revenue:

Direct reimbursements of payroll and related costs from management services contracts

4,148 4,609 (461) (10.00) %

Development and management services revenue

6,352 9,858 (3,506) (35.57) %

Net Operating Income $ 508,717 $ 503,489 $ 5,228 1.04 %

Three months ended June 30,

2024 2023 Increase/

(in thousands)

Net Income Attributable to Boston Properties Limited Partnership $ 90,827 $ 118,098 $ (27,271) (23.09) %

Net Income Attributable to Noncontrolling Interests:

Noncontrolling interests in property partnerships

17,825 19,768 (1,943) (9.83) %

Net Income 108,652 137,866 (29,214) (21.19) %

Other Expenses:

Interest expense

149,642 142,473 7,169 5.03 %

Loss from unconsolidated joint ventures 5,799 6,668 (869) (13.03) %

Other Income:

Unrealized gain on non-real estate investment 58 124 (66) (53.23) %

Gains from investments in securities 315 1,571 (1,256) (79.95) %

Interest and other income (loss)

10,788 17,343 (6,555) (37.80) %

Other Expenses:

Depreciation and amortization expense 217,839 200,895 16,944 8.43 %

Transaction costs

189 308 (119) (38.64) %

Payroll and related costs from management services contracts

4,148 4,609 (461) (10.00) %

General and administrative expense

44,109 44,175 (66) (0.15) %

Other Revenue:

Direct reimbursements of payroll and related costs from management services contracts

4,148 4,609 (461) (10.00) %

Development and management services revenue

6,352 9,858 (3,506) (35.57) %

Net Operating Income $ 508,717 $ 503,489 $ 5,228 1.04 %

At June 30, 2024 and 2023, we owned or had joint venture interests in a portfolio of 186 and 191 commercial real estate properties, respectively (in each case, the “Total Property Portfolio”).

As a result of changes within our Total Property Portfolio, the financial data presented below shows significant changes in revenue and expenses from period-to-period.

Accordingly, we do not believe that our period-to-period financial data with respect to the Total Property Portfolio provides a complete understanding of our operating results.

Therefore, the comparison of operating results for the three months ended June 30, 2024 and 2023 show separately the changes attributable to the properties that were owned by us and in-service throughout each period compared (the “Same Property Portfolio”) and the changes attributable to the properties included in the Acquired, Placed In-Service, In or Held for Development or Redevelopment or Sold Portfolios.

NOI is a non-GAAP financial measure equal to net income attributable to BXP, Inc.

investment, gains from investments in securities, interest and other income (loss), direct reimbursements of payroll and related costs from management services contracts and development and management services revenue.

and net income attributable to Boston Properties Limited Partnership.

For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level.

Similarly, interest expense may be incurred at the property level even though the financing proceeds may be used at the corporate level (e.g., used for other investment activity).

In addition, depreciation and amortization expense, because of historical cost accounting and useful life estimates, may distort operating performance measures at the property level.

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

We believe that in order to understand our operating results, NOI should be examined in conjunction with net income attributable to BXP, Inc.

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

NOI should not be considered as a substitute for net income attributable to BXP, Inc.

Depreciation expense may differ between BXP and BPLP as a result of previously applied acquisition accounting by BXP for the issuance of common stock in connection with non-sponsor redemptions of common units of limited partnership interest of BPLP (“OP Units”).

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

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

Comparison of the three months ended June 30, 2024 to the three months ended June 30, 2023

The table below shows selected operating information for the Same Property Portfolio and the Total Property Portfolio.

The Same Property Portfolio consists of 129 properties totaling approximately 40.7 million net rentable square feet, excluding unconsolidated joint ventures.

The Same Property Portfolio includes properties acquired or placed in-service on or prior to April 1, 2023 and owned and in-service through June 30, 2024.

The Total Property Portfolio includes the effects of the other properties either acquired, placed in-service, in or held for development or redevelopment after April 1, 2023 or disposed of on or prior to June 30, 2024.

This table includes a reconciliation from the Same Property Portfolio to the Total Property Portfolio by also providing information for the three months ended June 30, 2024 and 2023 with respect to the properties that were acquired, placed in-service, in or held for development or redevelopment or sold.

We did not sell any properties during the three months ended June 30, 2024 and 2023.

Same Property Portfolio Properties

Acquired Portfolio Properties

Placed In-Service

Portfolio Properties in or Held for

Development or

Redevelopment

Portfolio Total Property Portfolio

2024 2023 Increase/

Change 2024 2023 2024 2023 2024 2023 2024 2023 Increase/

(dollars in thousands)

Rental Revenue:

Lease Revenue (Excluding Termination Income)

$ 735,479 $ 743,950 $ (8,471) (1.14) % $ 25,001 $ — $ 16,724 $ 5,029 $ 576 $ 1,449 $ 777,780 $ 750,428 $ 27,352 3.64 %

Termination Income

841 (164) 1,005 612.80 % — — — — — — 841 (164) 1,005 612.80 %

Lease Revenue

736,320 743,786 (7,466) (1.00) % 25,001 — 16,724 5,029 576 1,449 778,621 750,264 28,357 3.78 %

Parking and Other Revenue 31,939 25,789 6,150 23.85 % 1,903 — 451 411 30 — 34,323 26,200 8,123 31.00 %

Total Rental Revenue (1) 768,259 769,575 (1,316) (0.17) % 26,904 — 17,175 5,440 606 1,449 812,944 776,464 36,480 4.70 %

Real Estate Operating Expenses 299,366 281,527 17,839 6.34 % 9,875 — 5,227 2,433 1,219 1,293 315,687 285,253 30,434 10.67 %

Net Operating Income (Loss), Excluding Residential and Hotel 468,893 488,048 (19,155) (3.92) % 17,029 — 11,948 3,007 (613) 156 497,257 491,211 6,046 1.23 %

Residential Net Operating Income (2) 6,487 6,470 17 0.26 % — — — — — — 6,487 6,470 17 0.26 %

Hotel Net Operating Income (2) 4,973 5,808 (835) (14.38) % — — — — — — 4,973 5,808 (835) (14.38) %

Net Operating Income (Loss) $ 480,353 $ 500,326 $ (19,973) (3.99) % $ 17,029 $ — $ 11,948 $ 3,007 $ (613) $ 156 $ 508,717 $ 503,489 $ 5,228 1.04 %

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

We use Rental Revenue internally as a performance measure and in calculating other non-GAAP financial measures (e.g., NOI), which provides investors with information regarding our performance that is not immediately apparent from the comparable non-GAAP measures and allows investors to compare operating performance between periods.

(2) For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 68.

Residential Net Operating Income for the three months ended June 30, 2024 and 2023 is comprised of Residential Revenue of $12,226 and $12,253 less Residential Expenses of $5,739 and $5,783, respectively.

Hotel Net Operating Income for the three months ended June 30, 2024 and 2023 is comprised of Hotel Revenue of $14,812 and $13,969 less Hotel Expenses of $9,839 and $8,161, respectively, per the Consolidated Statements of Operations.

Same Property Portfolio

Lease Revenue (Excluding Termination Income)

Lease revenue (excluding termination income) from the Same Property Portfolio decreased by approximately $8.5 million for the three months ended June 30, 2024 compared to 2023.

The decrease was a result of our average occupancy decreasing from 90.2% to 88.4%, resulting in a decrease of approximately $15.5 million, partially offset by our average revenue per square foot increasing by approximately $0.82, contributing approximately $7.0 million.

Termination Income

Termination income increased by approximately $1.0 million for the three months ended June 30, 2024 compared to 2023.

Termination income for the three months ended June 30, 2024 related to nine clients across the Same Property Portfolio and totaled approximately $0.8 million, which was primarily related to clients that terminated leases early in Washington, DC.

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

Parking and Other Revenue

Parking and other revenue increased by approximately $6.2 million for the three months ended June 30, 2024 compared to 2023.

Parking and other revenue increased by approximately $0.5 million and $5.7 million, respectively.

The increase in other revenue was primarily associated with the View Boston observatory.

Real Estate Operating Expenses

Real estate operating expenses from the Same Property Portfolio increased by approximately $17.8 million, or 6.3%, for the three months ended June 30, 2024 compared to 2023, due primarily to increases in repairs and maintenance of approximately $7.3 million, or 15.1%, and other real estate operating expenses of approximately $8.1 million, or 3.5%.

The increase in repairs and maintenance was primarily in Boston and New York City.

In addition, there was an approximately $2.4 million increase related to the marketing and operating expenses associated with the View Boston observatory.

Properties Acquired Portfolio

The table below lists the properties acquired between April 1, 2023 and June 30, 2024.

Rental revenue and real estate operating expenses increased by approximately $26.9 million and $9.9 million, respectively, for the three months ended June 30, 2024 compared to 2023, as detailed below.

Square Feet Rental Revenue Real Estate Operating Expenses

Name Date acquired 2024 2023 Change 2024 2023 Change

(dollars in thousands)

Santa Monica Business Park December 14, 2023 1,182,696 $ 18,472 $ — $ 18,472 $ 6,769 $ — $ 6,769

901 New York Avenue January 8, 2024 523,939 8,432 — 8,432 3,106 — 3,106

1,706,635 $ 26,904 $ — $ 26,904 $ 9,875 $ — $ 9,875

Properties Placed In-Service Portfolio

The table below lists the properties that were placed in-service or partially placed in-service between April 1, 2023 and June 30, 2024.

Rental revenue and real estate operating expenses from our Properties Placed In-Service Portfolio increased by approximately $11.7 million and $2.8 million, respectively, for the three months ended June 30, 2024 compared to 2023, as detailed below.

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

Name Square Feet 2024 2023 Change 2024 2023 Change

(dollars in thousands)

2100 Pennsylvania Avenue Second Quarter, 2022 Second Quarter, 2023 475,849 $ 9,230 $ 5,440 $ 3,790 $ 2,921 $ 2,433 $ 488

140 Kendrick Street - Building A Third Quarter, 2023 Third Quarter, 2023 104,166 1,886 — 1,886 557 — 557

180 CityPoint Third Quarter, 2023 N/A 329,000 3,774 — 3,774 1,399 — 1,399

103 CityPoint Fourth Quarter, 2023 N/A 113,000 1 — 1 115 — 115

760 Boylston Street Second Quarter, 2024 Second Quarter, 2024 118,000 2,284 — 2,284 235 — 235

1,140,015 $ 17,175 $ 5,440 $ 11,735 $ 5,227 $ 2,433 $ 2,794

Properties in or Held for Development or Redevelopment Portfolio

The table below lists the properties that were in or held for development or redevelopment between April 1, 2023 and June 30, 2024.

Rental revenue and real estate operating expenses from our Properties in or Held for Development or Redevelopment Portfolio decreased by approximately $0.8 million and $0.1 million, respectively, for the three months ended June 30, 2024 compared to 2023, as detailed below.

Rental Revenue Real Estate Operating Expenses

Name Date Commenced Held for Development / Redevelopment Square Feet 2024 2023 Change 2024 2023 Change

(dollars in thousands)

105 Carnegie Center (1) November 30, 2022 73,000 $ — $ — $ — $ 136 $ — $ 136

Shady Grove Innovation District (2) March 31, 2023 184,000 70 612 (542) 187 326 (139)

Lexington Office Park (2) March 31, 2023 167,000 252 346 (94) 361 497 (136)

171 Dartmouth Street March 28, 2024 N/A — — — 87 — 87

1050 Winter Street (2) March 31, 2024 162,000 140 36 104 350 361 (11)

17 Hartwell Avenue (2) June 30, 2024 30,000 144 455 (311) 98 109 (11)

616,000 $ 606 $ 1,449 $ (843) $ 1,219 $ 1,293 $ (74)

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(1) On November 30, 2023, we elected to suspend redevelopment.

Although no longer in redevelopment, this property is not considered “in-service” as we are not actively leasing this property in anticipation of restarting redevelopment in the future.

(2) Lexington Office Park, 1050 Winter Street, 17 Hartwell Avenue and a portion of Shady Grove Innovation District are no longer considered “in-service” because each property’s occupied percentage is less than 50% and we are no longer actively leasing the property in anticipation of a future development/redevelopment.

The properties will be considered held for development or redevelopment until the last client has vacated the property and the property is no longer revenue producing.

This portion of Shady Grove Innovation District is comprised of three buildings, 2092 and 2098 Gaither Road and 15825 Shady Grove Road.

Residential Net Operating Income

Net operating income for our residential same properties increased by approximately $17,000 for the three months ended June 30, 2024 compared to 2023.

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

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

Name 2024 2023 Change (%) 2024 2023 Change (%) 2024 2023 Change (%) 2024 2023 Change (%)

Proto Kendall Square $ 3,204 $ 3,065 4.5 % $ 5.90 $ 5.62 5.0 % 96.0 % 95.8 % 0.2 % 96.1 % 95.8 % 0.3 %

The Lofts at Atlantic Wharf $ 4,435 $ 4,440 (0.1) % $ 4.93 $ 4.91 0.4 % 95.7 % 96.5 % (0.8) % 95.0 % 97.5 % (2.6) %

Signature at Reston $ 2,822 $ 2,663 6.0 % $ 2.90 $ 2.77 4.7 % 96.0 % 94.6 % 1.5 % 96.1 % 93.6 % 2.7 %

The Skylyne $ 3,430 $ 3,447 (0.5) % $ 4.33 $ 4.39 (1.4) % 87.1 % 92.4 % (5.7) % 85.3 % 89.9 % (5.1) %

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

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

(3) Average Economic Occupancy is defined as (1) total possible revenue less vacancy loss divided by (2) total possible revenue, expressed as a percentage.

Total possible revenue is determined by valuing average occupied units at contract rates and average vacant units at Market Rents.

Vacancy loss is determined by valuing vacant units at current Market Rents.

Actual market rents and trends in such rents for a region as reported by others may vary materially from Market Rents used by us.

Market Rents for a period are based on the average Market Rents during that period and do not reflect any impact for cash concessions.

Hotel Net Operating Income

The Boston Marriott Cambridge hotel had net operating income of approximately $5.0 million for the three months ended June 30, 2024, representing a decrease of approximately $0.8 million compared to the three months ended June 30, 2023.

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

Occupancy 80.6 % 77.2 % 4.4 %

Average daily rate $ 372.29 $ 371.58 0.2 %

REVPAR $ 299.94 $ 286.79 4.6 %

Other Operating Revenue and Expense Items

Development and Management Services Revenue

Development and management services revenue decreased by approximately $3.5 million for the three months ended June 30, 2024 compared to 2023.

Development services revenue and management services revenue decreased by approximately $1.9 million and $1.6 million, respectively.

The decrease in development services revenue was primarily related to a decrease in development income earned from unconsolidated joint ventures in the San Francisco and Washington D.C.

regions and a decrease in fees associated with a tenant improvement project in New York City.

The decrease in management services revenue was primarily related to the elimination of property and asset management fees earned from an unconsolidated joint venture in the Los Angeles region which we acquired the joint venture partner’s interest in December 2023.

General and Administrative Expense

General and administrative expense decreased by approximately $0.1 million for the three months ended June 30, 2024 compared to 2023 primarily due to an approximately $0.4 million decrease in other general and administrative expenses, partially offset by an increase in compensation expense of approximately $0.3 million.

The increase in compensation expense related to an approximately $1.6 million increase in other compensation expenses partially offset by an approximately $1.3 million decrease in the value of our deferred compensation plan.

Capitalized wages for the three months ended June 30, 2024 and 2023 were approximately $4.8 million and $4.6 million, respectively.

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

Transaction Costs

Transaction costs decreased by approximately $0.1 million for the three months ended June 30, 2024 compared to 2023.

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

Depreciation and Amortization Expense

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

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

Depreciation and amortization expense increased by approximately $17.0 million for the three months ended June 30, 2024 compared to 2023, as detailed below.

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

2024 2023 Change

(in thousands)

Same Property Portfolio $ 199,286 $ 198,434 $ 852

Properties Acquired Portfolio 13,688 — 13,688

Properties Placed In-Service Portfolio 5,903 3,214 2,689

Properties in or Held for Development or Redevelopment Portfolio 665 929 (264)

$ 219,542 $ 202,577 $ 16,965

Depreciation and amortization expense increased by approximately $16.9 million for the three months ended June 30, 2024 compared to 2023, as detailed below.

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

2024 2023 Change

(in thousands)

Same Property Portfolio $ 197,583 $ 196,752 $ 831

Properties Acquired Portfolio 13,688 — 13,688

Properties Placed In-Service Portfolio 5,903 3,214 2,689

Properties in or Held for Development or Redevelopment Portfolio 665 929 (264)

$ 217,839 $ 200,895 $ 16,944

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

We have determined that amounts reimbursed for payroll and related costs received from third parties in connection with management services contracts should be reflected on a gross basis instead of on a net basis as we have determined that we are the principal under these arrangements.

We anticipate that these two financial statement line items will generally offset each other.

Other Income and Expense Items

Loss from Unconsolidated Joint Ventures

For the three months ended June 30, 2024 compared to 2023, loss from unconsolidated joint ventures decreased by approximately $0.9 million primarily due to the acquisition of our joint venture partner’s economic interest in the joint venture that owned Santa Monica Business Park in December of 2023 and 901 New York Avenue in January of 2024 (See Note 5 to the Consolidated Financial Statements).

Interest and Other Income (Loss)

Interest and other income (loss) decreased by approximately $6.6 million for the three months ended June 30, 2024 compared to 2023, due primarily to a decrease in interest income as a result of a decrease in our outstanding cash balances.

Gains from Investments in Securities

Gain from investments in securities for the three months ended June 30, 2024 and 2023 related to investments that we have made to reduce our market risk relating to deferred compensation plans that we maintain for BXP’s officers and former non-employee directors.

In order to reduce our market risk relating to these plans, we typically acquire, in a separate account that is not restricted as to its use, similar or identical investments as those selected by each officer or non-employee director.

This enables us to generally match our liabilities to BXP’s officers or former non-employee directors under our deferred compensation plans with equivalent assets and thereby limit our market risk.

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

During the three months ended June 30, 2024 and 2023, we recognized gains of approximately $0.3 million and $1.6 million, respectively, on these investments.

By comparison, our general and administrative expense decreased by approximately $0.3 million and $1.6 million during the three months ended June 30, 2024 and 2023, respectively, as a result of decreases in our liability under our deferred compensation plans that was associated with the performance of the specific investments selected by officers and former non-employee directors of BXP participating in the plans.

Unrealized Gain on Non-Real Estate Investment

We invest in non-real estate investments, which are primarily environmentally-focused investment funds.

As a result, for each of the three months ended June 30, 2024 and 2023, we recognized an unrealized gain of approximately $0.1 million, due to the observable changes in the fair value of the investments.

Interest Expense

Interest expense increased by approximately $7.2 million for the three months ended June 30, 2024 compared to 2023, as detailed below.

Component Change in interest expense for the three months ended June 30, 2024 compared to June 30, 2023

(in thousands)

Increases to interest expense due to:

New mortgage loan financings (1) $ 18,410

Issuance of $750 million in aggregate principal of 6.500% senior notes due 2034 on May 15, 2023 6,115

Unsecured commercial paper (2) 5,050

Decrease in capitalized interest related to development projects 282

Total increases to interest expense 29,857

Decreases to interest expense due to:

Decrease in interest due to finance leases (7,539)

Repayment of $700 million in aggregate principal of 3.800% senior notes due 2024 on February 1, 2024 (6,709)

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Other interest expense (excluding senior notes) (736)

Amortization expense of financing fees (23)

Total decreases to interest expense (22,688)

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______________

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

(2) On April 17, 2024, BPLP established an unsecured commercial paper program (See Note 6 to the Consolidated Financial Statements).

As portions of properties are placed in-service, we cease capitalizing interest on that portion and interest is then expensed.

Interest capitalized for the three months ended March 31, 2024 and 2023 was approximately $9.4 million and $10.6 million, respectively.

Interest capitalized for the three months ended June 30, 2024 and 2023 was approximately $10.3 million and $10.6 million, respectively.

These costs are not included in the interest expense referenced above.

At March 31, 2024, our variable rate debt consisted of (1) BPLP’s $1.815 billion 2021 Credit Facility, (2) BPLP’s $1.2 billion 2023 Unsecured Term Loan and (3) $900 million of mortgage notes collateralized by Santa Monica Business Park and our 325 Main Street, 355 Main Street, 90 Broadway and Kendall Center Green Garage properties.

As of March 31, 2024, the 2021 Credit Facility did not have a balance outstanding.

The other variable rate debt has all been hedged with interest rates swaps to fix SOFR for all, or a portion of the applicable debt term.

For a summary of our consolidated debt as of March 31, 2024 refer to the heading “ Liquidity and Capital Resources—Debt Financing” within “ Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.

As of June 30, 2024, the 2021 Credit Facility did not have a balance outstanding.

Noncontrolling Interests in Property Partnerships

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

Property Noncontrolling Interests in Property Partnerships for the three months ended March 31,

Noncontrolling interests in property partnerships decreased by approximately $1.9 million for the three months ended June 30, 2024 compared to 2023, as detailed below.

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

2024 2023 Change

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_______________

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

(1) The decrease was primarily attributable to depreciation and amortization expense related to new and expiring clients.

(2) Property is held for future development.

(3) Property is currently under redevelopment.

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

(3) Property is currently under redevelopment or in development.

Noncontrolling Interest—Common Units of the Operating Partnership

For BXP, noncontrolling interest—common units of the Operating Partnership increased by approximately $0.4 million for the three months ended March 31, 2024 compared to 2023 due primarily to an increase in allocable income.

For BXP, noncontrolling interest—common units of the Operating Partnership decreased by approximately $2.6 million for the three months ended June 30, 2024 compared to 2023 due primarily to a decrease in allocable income.

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

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• fund normal recurring expenses;

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

• meet debt service and principal repayment obligations and balloon payments on maturing debt, including the $700.0 million of principal outstanding on the 2023 Unsecured Term Loan due May 16, 2025, $850.0 million of 3.200% unsecured senior notes due January 15, 2025, mortgage debt secured by our 901 New York Avenue and Santa Monica Business Park properties aggregating $502.2 million ($202.2 million of which we have the right to extend the maturity date for a period of four years, subject to certain customary conditions) and amounts that become due under BPLP’s unsecured commercial paper program;

• fund capital calls from our unconsolidated joint venture investments to fund capital improvements, leasing costs and debt principal;

• fund development and redevelopment costs;

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We expect to fund our current development/redevelopment properties primarily with our available cash balances, funding from institutional private equity partners, construction loans, unsecured term loans, and proceeds from possible asset sales, BPLP’s 2021 Credit Facility and BPLP's commercial paper program.

We use BPLP’s 2021 Credit Facility primarily as a bridge facility to fund acquisition opportunities, refinance outstanding indebtedness and meet short-term development and working capital needs.

Although we may seek to fund our development projects with construction loans, which may require guarantees by BPLP, the financing for each particular project ultimately depends on several factors, including, among others, the project’s size and duration, whether the project is owned by a joint venture, the extent of pre-leasing, our available cash and access to cost effective capital at the given time.

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

Construction/Redevelopment Properties Estimated Stabilization Date Location # of Buildings Estimated Square Feet Investment to Date (1)(2)(3) Estimated Total Investment (1)(2) Total Available (1) Outstanding at March 31, 2024

We use BPLP’s 2021 Credit Facility primarily as a bridge facility to fund acquisition opportunities, refinance outstanding indebtedness, fund short-term development costs and for working capital.

We also use BPLP’s 2021 Credit Facility to backstop BPLP’s commercial paper program.

Although we may seek to fund our development projects with construction loans, which may require guarantees by BPLP, the source of financing for each particular project ultimately depends on several factors, including, among others, the project’s size and duration, whether the project is owned by a joint venture, the extent of pre-leasing, our available cash and access to cost effective capital at the given time.

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

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

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121 Broadway Street (439 units) Q2 2029 Cambridge, MA 1 492,000 56,453 597,800 — — 541,347 — %

Total Residential Property under Construction 2 909,000 82,635 645,500 28,000 18,153 553,018 1 %

760 Boylston Street (Redevelopment) Q2 2024 Boston, MA 1 118,000 33,051 43,800 — — 10,749 100 %

Total Residential Properties under Construction 2 909,000 96,693 645,500 28,000 22,332 543,139 10 %

Reston Next Retail Q4 2025 Reston, VA 1 33,000 22,968 26,600 — — 3,632 — %

Total Retail Properties under Construction/Redevelopment 2 151,000 55,860 70,400 — — 14,540 78 %

Total Retail Properties under Construction 1 33,000 22,968 26,600 — — 3,632 — %

Total Properties under Construction/Redevelopment 10 3,060,000 $ 1,184,126 $ 2,345,000 $ 184,470 $ 178,802 $ 1,155,206 53 % (12)

(1) Represents our share.

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

(3) Includes approximately $62.3 million of unpaid but accrued construction costs and leasing commissions.

(4) Excludes approximately $62.3 million of unpaid but accrued construction costs and leasing commissions.

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

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

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

(5) Represents percentage leased as of July 31, 2024, including leases with future commencement dates.

(6) As of June 30, 2024, this property was 4% placed in-service.

(7) As of June 30, 2024, this property was 46% placed in-service.

(8) The institutional investor funded approximately $212.9 million at closing for its investment in 300 Binney Street.

We withdrew approximately $212.9 million at closing and will fund all future costs of the project.

(9) As of March 31, 2024, this property was 14% placed in-service.

(9) As of June 30, 2024, this property was 14% placed in-service.

(10) On March 21, 2024, we completed the sale of a 45% interest in 290 Binney Street (See Note 9 to the Consolidated Financial Statements).

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We have the sole obligation to construct an underground electrical vault for an estimated gross cost of $183.9 million.

We have entered into a contract to sell the electrical vault to a third party for a fixed price of $84.1 million upon completion.

Upon completion, we have entered into a contract to sell the electrical vault to a third party for a fixed price of $84.1 million upon completion.

The net investment of $99.8 million will be included in our outside basis in 290 Binney Street.

We have invested $40.5 million for the vault as of March 31, 2024.

We have invested $47.1 million for the vault as of June 30, 2024.

(11) This property was partially placed in-service on July 12, 2024 (See Note 14 to the Consolidated Financial Statements).

(12) Percentage leased excludes the residential properties.

Lease revenue (which includes reimbursement of operating expenses from clients, if any), other income from operations, available cash balances, proceeds from mortgage financings, offerings of unsecured indebtedness and BPLP's commercial paper program, draws on BPLP’s 2021 Credit Facility, and funding from institutional private equity partners are the principal sources of capital that we use to fund operating expenses, debt service, development and redevelopment activities, maintenance and repositioning capital expenditures, tenant improvements and the minimum distribution required to enable BXP to maintain its REIT qualification.

We seek to maximize income from our existing properties by maintaining quality standards for our properties that promote high occupancy rates and permit increases in rental rates while reducing client turnover and controlling operating expenses.

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Material adverse changes in one or more sources of capital may adversely affect our net cash flows.

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

As of March 31, 2024, we had 11 properties under development or redevelopment.

Our share of the estimated total investment for these projects is approximately $2.6 billion, of which approximately $1.4 billion remains to be funded primarily with equity through 2027.

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

During the first quarter of 2024, we further strengthened our balance sheet through sourcing additional liquidity and reducing our debt obligations.

We expect our primary uses of capital over the next twelve months will be to fund our current and committed development and redevelopment projects, meet debt service and principal repayment obligations, and satisfy our REIT distribution requirements.

As of June 30, 2024, we had 10 properties under development or redevelopment.

BXP’s Share of the estimated total investment for these projects is approximately $2.5 billion, of which approximately $1.3 billion remains to be funded primarily with equity through 2029.

During the second quarter of 2024, we further strengthened our balance sheet by sourcing additional liquidity and reducing our debt obligations.

Notable transactions include:

• On February 1, 2024, BPLP repaid at maturity its 3.800% unsecured senior notes at par utilizing the proceeds from a $600.0 million mortgage loan entered into on October 26, 2023 and available cash.

The repayment price was approximately $713.3 million, which included the stated principal of $700 million plus approximately $13.3 million of accrued and unpaid interest.

• On April 16, 2024, BPLP provided notice to exercise its one-year extension option on its 2023 Unsecured Term Loan.

BPLP anticipates effectuating the extension on or prior to the current May 16, 2024 maturity date.

Upon effectiveness, the 2023 Unsecured Term Loan will mature on May 16, 2025.

After making an approximately $500.0 million optional repayment on April 29, 2024 with the proceeds from BPLP's commercial paper program, the 2023 Unsecured Term Loan has an outstanding principal balance of $700.0 million.

• On April 17, 2024, BPLP established an unsecured commercial paper program.

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.

Under the terms of the program, BPLP may issue, from time to time, unsecured commercial paper notes up to a maximum aggregate principal amount outstanding at any one time of $500.0 million, with varying maturities of up to one year.

The commercial paper 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 May 2, 2024, BPLP had $500.0 million outstanding under the commercial paper program that bears interest at a weighted-average rate of 5.58% per annum.

• On April 29, 2024, BPLP increased the current maximum borrowing amount under the 2021 Credit Facility from $1.815 billion to $2.0 billion.

As of July 31, 2024, BPLP had $500.0 million of principal outstanding under the commercial paper program that bears interest at a weighted-average rate of 5.58% per annum and has a weighted-average maturity of approximately 53 days, from the issuance date.

• On April 29, 2024, BPLP increased the maximum borrowing amount under the 2021 Credit Facility from $1.815 billion to $2.0 billion.

All other terms of the 2021 Credit Facility, including its maturity date of June 15, 2026, remain unchanged.

BPLP had no borrowings under the 2021 Credit Facility as of May 2, 2024.

Our consolidated debt maturities through May 2025 include (1) $850.0 million aggregate principal amount of BPLP’s 3.200% unsecured senior notes due January 15, 2025, (2) $700.0 million 2023 Unsecured Term Loan that matures on May 16, 2025 upon effectiveness of our extension option, (3) approximately $202.2 million of mortgage debt secured by our 901 New York Avenue property located in Washington, DC maturing on January 5, 2025 (unless we exercise a four-year extension option, subject to certain conditions) and (4) amounts that become due under BPLP’s commercial paper program.

As of March 31, 2024, our unconsolidated joint venture portfolio have approximately $469.0 million (our share) of debt maturing through May 2, 2025.

We expect to fund the foregoing debt maturities using available cash

balances, proceeds from asset sales, draws on BPLP’s 2021 Credit Facility, proceeds from BPLP’s commercial paper program, secured debt or unsecured debt, or both.

We expect our net interest expense will increase in 2024 compared to 2023 primarily due to higher interest rates on outstanding debt and debt that we refinance, the impact of non-cash interest charges related to recent acquisitions, which included the assumption of below market debt, and lower interest income as we use cash balances to repay debt and fund our development pipeline.

As of May 2, 2024, we had available cash of approximately $502.5 million (of which approximately $125.9 million is attributable to our consolidated joint venture partners).

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

BPLP had no borrowings under the 2021 Credit Facility as of July 31, 2024.

• On May 16, 2024, BPLP exercised its one-year extension option on its 2023 Unsecured Term Loan.

The 2023 Unsecured Term Loan now matures on May 16, 2025.

After making an approximately $500.0 million optional repayment on April 29, 2024 with the proceeds from BPLP's unsecured commercial paper program, the 2023 Unsecured Term Loan has an outstanding principal balance of $700.0 million as of July 31, 2024.

Our consolidated debt maturities through July 2025 include (1) $850.0 million aggregate principal amount of BPLP’s 3.200% unsecured senior notes due January 15, 2025, (2) $700.0 million of principal amount borrowed under the 2023 Unsecured Term Loan, which matures on May 16, 2025, (3) approximately $202.2 million of mortgage debt secured by our 901 New York Avenue property located in Washington, DC maturing on January 5, 2025 (unless we exercise a four-year extension option, subject to certain conditions), (4) $300.0 million of mortgage debt secured by our Santa Monica Business Park maturing on July 19, 2025 and (5) amounts that become due under BPLP’s unsecured commercial paper program.

As of June 30, 2024, our share of unconsolidated joint venture debt maturing through July 2025 was approximately $469.0 million.

The foregoing debt matures at different times through July 2025 and, to the extent not refinanced, we expect to fund the repayment of this debt using available cash balances, proceeds from asset sales, draws on BPLP’s 2021 Credit Facility, proceeds from BPLP’s unsecured commercial paper program, secured debt or unsecured debt, or both.

We expect our net interest expense will increase in 2024 compared to 2023 primarily due to higher interest rates on our outstanding debt and debt that we refinance, the impact of non-cash interest charges related to recent acquisitions and the assumption of below-market debt, and lower interest income as we use cash balances to repay debt and fund our development pipeline.

As of July 31, 2024, we had available cash of approximately $352.1 million (of which approximately $124.4 million was attributable to our consolidated joint venture partners).

Our liquidity and capital resources depend on a wide range of factors, and we believe that our access to capital and our strong liquidity, including the approximately $2.0 billion available under BPLP’s 2021 Credit Facility, of which $500.0 million is being used to backstop the unsecured commercial paper program, and our available cash, as of July 31, 2024, are sufficient to fund our remaining capital needs on existing development and redevelopment projects, fund acquisitions, repay our maturing

indebtedness when due (if not refinanced or extended), satisfy our REIT distribution requirements and still allow us to act opportunistically on attractive investment opportunities.

However, there can be no assurance that we will complete any of these transactions on the terms currently contemplated or at all.

We may seek to enhance our liquidity to fund our current and future development activity, pursue additional attractive investment opportunities and refinance or repay indebtedness.

Depending on interest rates, the overall conditions in the public and private debt and equity markets, and our leverage at the time, we may decide to access one or more of these capital sources.

Doing so may result in us carrying additional cash and cash equivalents pending our use of the proceeds, which would increase our net interest expense.

Depending on then-current interest rates, the overall conditions in the public and private debt and equity markets, and our existing and expected leverage at the time, we may decide to access one or more of these capital sources.

Doing so may result in greater cash and cash equivalents pending our use of the proceeds, which would increase our net interest expense.

We have not sold any shares under BXP’s $600.0 million “at the market” equity offering program.

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

Cash and cash equivalents and cash held in escrows aggregated approximately $766.6 million and $964.3 million at March 31, 2024 and 2023, respectively, representing a decrease of approximately $197.6 million.

Cash and cash equivalents and cash held in escrows aggregated approximately $737.5 million and $1.6 billion at June 30, 2024 and 2023, respectively, representing a decrease of approximately $891.0 million.

The following table sets forth changes in cash flows:

Three months ended March 31,

Six months ended June 30,

2024 2023 Change

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Our principal source of cash flow is related to the operation of our properties.

The weighted-average term of our in-place leases, including leases signed by our unconsolidated joint ventures, excluding residential units, was approximately 7.6 years as of March 31, 2024, with occupancy rates historically in the range of 88% to 92%.

The weighted-average term of our in-place leases, including leases signed by our unconsolidated joint ventures, excluding residential units, was approximately 7.7 years as of June 30, 2024, with occupancy rates historically in the range of 87% to 92%.

Generally, our properties generate a relatively consistent stream of cash flow that provides us with resources to pay operating expenses, debt service and fund regular quarterly dividend and distribution payment requirements.

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We selectively invest in new projects that enable us to take advantage of our development, leasing, financing and property management skills and invest in existing buildings to enhance or maintain our market position.

Cash used in investing activities for the three months ended March 31, 2024 and March 31, 2023 is detailed below:

Three months ended March 31,

Cash used in investing activities for the six months ended June 30, 2024 and June 30, 2023 is detailed below:

Six months ended June 30,

(in thousands)

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Capital contributions to unconsolidated joint ventures (3) (60,461) (103,595)

Capital distributions from unconsolidated joint ventures (4) — 7,350

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

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

(1) Construction in progress for the three months ended March 31, 2024 included ongoing expenditures associated with 180 CityPoint and 103 CityPoint that were partially placed in-service during 2023.

In addition, we incurred costs associated with our continued development/redevelopment of Reston Next Office Phase II, 760 Boylston Street, 290 Binney Street, 300 Binney Street and 121 Broadway.

Construction in progress for the three months ended March 31, 2023 included ongoing expenditures associated with 2100 Pennsylvania Avenue, which was partially placed in-service during the three months ended March 31, 2023.

In addition, we incurred costs associated with our continued development/redevelopment of 180 CityPoint, View Boston observatory at The Prudential Center, 103 CityPoint, Reston Next Office Phase II, 140 Kendrick Street Building A, 760 Boylston Street, 105 Carnegie Center, 290 Binney Street and 300 Binney Street.

(1) Construction in progress for the six months ended June 30, 2024 included ongoing expenditures associated with 760 Boylston Street, which was fully placed in-service during the six months ended June 30, 2024, and 180 CityPoint and 103 CityPoint that were partially placed in-service during 2023.

In addition, we incurred costs associated with our continued development/redevelopment of Reston Next Office Phase II, 290 Binney Street, 300 Binney Street and 121 Broadway.

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

In addition, we incurred costs associated with our continued development/redevelopment of 180 CityPoint, 103 CityPoint, Reston Next Office Phase II, 140 Kendrick Street Building A, 760 Boylston Street, 105 Carnegie Center, 290 Binney Street and 300 Binney Street.

(2) On January 8, 2024, we completed the acquisition of our joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue, located in Washington, DC, for a gross purchase price of $10.0 million and we acquired net working capital, including cash and cash equivalents of approximately $16.1 million.

(3) Capital contributions to unconsolidated joint ventures for the three months ended March 31, 2024 consisted primarily of cash contributions of approximately $9.9 million, $6.7 million and $5.7 million to our Gateway Commons, 360 Park Avenue South and Platform 16 joint ventures, respectively.

Capital contributions to unconsolidated joint ventures for the three months ended March 31, 2023 consisted primarily of cash contributions of approximately $17.3 million, $15.6 million, $11.6 million, $6.5 million and $4.0 million to our Worldgate Drive, Gateway Commons, Platform 16, Dock 72 and 751 Gateway joint ventures, respectively.

(3) Capital contributions to unconsolidated joint ventures for the six months ended June 30, 2024 consisted primarily of cash contributions of approximately $17.9 million, $15.8 million, $11.1 million and $7.5 million to our Gateway Commons, 360 Park Avenue South, Platform 16 and Dock 72 joint ventures, respectively.

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

On January 31, 2023, we entered into a new joint venture for 13100 and 13150 Worldgate Drive located in Herndon, Virginia.

Cash used by financing activities for the three months ended March 31, 2024 totaled approximately $756.9 million.

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

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

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

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

Our portion of the mortgage loans, $10.5 million, has been reflected as a Related Party Note Receivable on our Consolidated Balance Sheets.

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

Cash used in financing activities for the six months ended June 30, 2024 totaled approximately $886.2 million.

This amount consisted primarily of the repayment of BPLP’s $700 million in aggregate principal amount of its 3.800% unsecured senior notes due February 1, 2024 and payment of our regular dividends and distributions to our shareholders and unitholders and distributions to noncontrolling interests in property partnerships, partially offset by the approximately $97.2 million from the sale of a 45% interest in 290 Binney Street in Cambridge, Massachusetts.

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

March 31, 2024

June 30, 2024

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

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_______________

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

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

(1) Values are based on the closing price per share of BXP’s common stock on the New York Stock Exchange on June 28, 2024 of $61.56.

(3) See page 90 for additional information.

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(1) our consolidated debt;

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

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

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

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The calculation of consolidated market capitalization does not include LTIP Units issued in the form of MYLTIP Awards unless and until certain performance thresholds are achieved and they are earned.

Because their three-year performance periods have not yet ended, 2022 - 2024 MYLTIP Units are not included in this calculation as of March 31, 2024.

Because their three-year performance periods have not yet ended, 2022 - 2024 MYLTIP Units are not included in this calculation as of June 30, 2024.

We also present BXP’s Share of Market Capitalization and BXP’s Share of Debt/BXP’s Share of Market Capitalization, which are calculated in the same manner, except that BXP’s Share of Debt is utilized instead of our consolidated debt in both the numerator and the denominator.

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Debt Financing

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

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

The table below summarizes the aggregate carrying value of our outstanding indebtedness, as well as Consolidated Debt Financing Statistics at March 31, 2024 and March 31, 2023.

As of June 30, 2024, we had approximately $15.4 billion of outstanding consolidated indebtedness, representing approximately 58.62% of our Consolidated Market Capitalization as calculated above consisting of approximately (1) $9.8 billion (net of discount and deferred financing fees) in publicly traded unsecured senior notes having a GAAP weighted-average interest rate of 3.91% per annum and maturities in 2025 through 2034, (2) $4.4 billion (net of deferred financing fees and fair value interest adjustments) of property-specific mortgage debt having a GAAP weighted-average interest rate of 4.22% per annum and a weighted-average term of 3.9 years, (3) $0.7 billion outstanding under BPLP’s 2023 Unsecured Term Loan that matures on May 16, 2025, and (4) $0.5 billion of unsecured commercial paper borrowings having a weighted-average interest rate of 5.60% per annum and a weighted-average maturity of 49 days, from the issuance date.

The table below summarizes the aggregate carrying value of our outstanding indebtedness, as well as Consolidated Debt Financing Statistics at June 30, 2024 and June 30, 2023.

(dollars in thousands)

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Unsecured term loan, net 698,776 1,196,046

Unsecured commercial paper 500,000 —

Consolidated Debt 15,367,474 15,456,205

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(2) See page 89 for additional information.

(3) At March 31, 2024, the $1.2 billion 2023 Unsecured Term Loan and two of our mortgage loans aggregating approximately $900.0 million bore interest at variable rates.

(3) At June 30, 2024, two of our mortgage loans aggregating approximately $900.0 million bore interest at variable rates.

We entered into interest rate swap contracts that effectively fixed the variability of these loans for all or a portion of the applicable debt term and as such, they are reflected in our Fixed rate statistics.

Unsecured Credit Facility

The 2021 Credit Facility provides for borrowings of up to $2.0 billion, as described below, subject to customary conditions.

The 2021 Credit Facility provides for borrowings of up to $2.0 billion, as described below, 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 may increase the total commitment by up to $500.0 million by increasing the amount of the revolving facility and/or by incurring one or more term loans, in each case, subject to syndication of the increase and other conditions (the “Accordion”).

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

On April 29, 2024, BPLP exercised the remainder of the Accordian and increased the maximum borrowing amount under the 2021 Credit Facility from $1.815 billion to $2.0 billion.

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

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

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

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

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

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

ranging from 0 to 40 basis points based on BPLP’s credit rating.

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

In addition, there is a SOFR credit spread adjustment of 0.10%.

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

At March 31, 2024, BPLP had no borrowings under its 2021 Credit Facility and outstanding letters of credit totaling approximately $6.7 million, with the ability to borrow approximately $1.8 billion.

At May 2, 2024, BPLP had no borrowings under its 2021 Credit Facility and outstanding letters of credit totaling approximately $6.6 million, with the ability to borrow approximately $2.0 billion, of which $500.0 million is being used as a backstop for the commercial paper program.

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

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 commercial paper notes outstanding.

At June 30, 2024 and July 31, 2024, BPLP had no borrowings under its 2021 Credit Facility, outstanding letters of credit totaling approximately $6.6 million and $6.2 million, respectively, and $500.0 million is being used as a backstop for the commercial paper program.

Therefore, at June 30, 2024 and July 31, 2024, BPLP has the ability to borrow approximately $1.5 billion.

Unsecured Term Loan

The 2023 Unsecured Term Loan provided for a single borrowing of up to $1.2 billion.

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

Upon entry into the credit agreement in January 2023, BPLP exercised its option to draw $1.2 billion 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 matures on May 16, 2024, with one 12-month extension option, subject to customary conditions.

On April 16, 2024, BPLP provided notice to exercise its one-year extension option on the 2023 Unsecured Term Loan.

BPLP anticipates effectuating the extension on or prior to the current May 16, 2024 maturity date.

Upon effectiveness, the 2023 Unsecured Term Loan will mature on May 16, 2025.

On 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).

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.

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

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

On May 2, 2023, BPLP executed interest rate swaps in notional amounts aggregating $1.2 billion.

These interest rate swaps were entered into to fix Term SOFR, at a weighted-average rate of 4.6420% for the period commencing on May 4, 2023 and ending on May 16, 2024 (See Note 7 to the Consolidated Financial Statements).

Based on BPLP’s March 31, 2024 credit rating, the 2023 Unsecured Term Loan bears interest at a rate equal to adjusted Term SOFR plus 0.95% per annum.

At March 31, 2024, BPLP had $1.2 billion outstanding under the 2023 Unsecured Term Loan.

After making an approximately $500.0 million optional repayment on April 29, 2024, the 2023 Unsecured Term Loan has an outstanding principal balance of $700.0 million as of May 2, 2024.

Based on BPLP’s June 30, 2024 credit rating, the 2023 Unsecured Term Loan bears interest at a rate equal to adjusted Term SOFR plus 0.95% per annum.

At June 30, 2024 and July 31, 2024, BPLP had $700.0 million outstanding under the 2023 Unsecured Term Loan.

Unsecured Senior Notes

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

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

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

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

Commercial Paper Program

Unsecured Commercial Paper

On April 17, 2024, BPLP established an unsecured commercial paper program.

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 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.

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

At 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.

At July 31, 2024, BPLP had an aggregate of $500.0 million of commercial paper notes outstanding that bore interest at a weighted-average rate of approximately 5.58% per annum and had a weighted-average maturity of 53 days, from the issuance date.

Proceeds from the unsecured commercial paper program were used to reduce BPLP’s 2023 Unsecured Term Loan to $700.0 million.

Mortgage Notes Payable

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The property is subject to existing mortgage indebtedness.

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

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

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

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

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

The following represents the outstanding mortgage notes payable, net at March 31, 2024:

The following represents the outstanding mortgage notes payable, net at June 30, 2024:

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

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

(2) Deferred financing costs, net includes an approximately $6.5 million fair value interest adjustment.

(2) Carrying amount includes an approximately $4.4 million fair value interest adjustment.

The loan includes two extension options, subject to certain conditions.

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Stated interest rate reflects the weighted average fixed interest rate based on the interest rate swap contracts plus 1.38% per annum.

Deferred financing costs, net includes an approximately $3.6 million fair value interest adjustment and excludes the adjustment required to reflect the interest rate swap at fair value upon acquisition of approximately $5.7 million.

Carrying amount includes an approximately $2.9 million fair value interest adjustment and excludes the adjustment required to reflect the interest rate swap at fair value upon acquisition of approximately $4.2 million.

(5) The mortgage loan bears interest at a variable rate of Daily Compounded SOFR plus 2.25% per annum.

On December 7, 2023, BPLP entered into three interest rate swap contracts with notional amounts aggregating $600.0 million to fix Daily Compounded SOFR at a weighted-average fixed interest rate of 3.7925% for the period commencing on December 15, 2023 and ending on October 26, 2028.

Stated interest rate reflects the weighted average fixed interest rate based on the interest rate swap contracts plus 2.25% per annum.

The stated interest rate reflects the weighted average fixed interest rate based on the interest rate swap contracts plus 2.25% per annum.

(6) This property is owned by a consolidated entity in which we have a 60% interest.

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(7) In connection with the refinancing of the loan, we guaranteed the consolidated entity’s obligation to fund various reserves for tenant improvement costs and allowances, leasing commissions and free rent obligations in lieu of cash deposits.

As of 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.

We earn a fee from the joint venture for providing the guarantee and have an agreement with our partners to reimburse the joint venture for their share of any payments made under the guarantee (See Note 8 to the Consolidated Financial Statements).

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Derivative Instruments and Hedging Activities

As of March 31, 2024, we had $2.1 billion of interest rate swaps outstanding, where hedge accounting was elected, with a fair value of approximately $12.3 million.

As of June 30, 2024, we had $900.0 million of interest rate swaps outstanding, where hedge accounting was elected, with a fair value of approximately $12.1 million.

For a description of these interest rate swaps, see Note 7 to the Consolidated Financial Statements.

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See also Note 5 to the Consolidated Financial Statements.

At March 31, 2024, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by these ventures was approximately $3.2 billion (of which our proportionate share is approximately $1.4 billion).

The table below summarizes the outstanding debt of these joint venture properties at March 31, 2024.

At June 30, 2024, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by these ventures was approximately $3.2 billion (of which our proportionate share is approximately $1.4 billion).

The table below summarizes the outstanding debt of these joint venture properties at June 30, 2024.

In addition to other guarantees specifically noted in the table, we have agreed to customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) as well as the completion of development projects on certain of the loans.

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Hub50House 50.00 % 4.43 % 4.51 % SOFR + 1.35% 185,000 (1,086) 183,914 91,957 (2)(8) June 17, 2032

100 Causeway Street 50.00 % 6.80 % 6.94 % SOFR + 1.48% 333,579 (203) 333,376 166,688 (2)(3) September 5, 2024

100 Causeway Street 50.00 % 6.80 % 6.95 % Term SOFR + 1.48% 333,579 (85) 333,494 166,747 (2)(3)(9) September 5, 2024

7750 Wisconsin Avenue (Marriott International Headquarters) 50.00 % 6.68 % 6.83 % SOFR + 1.35% 251,542 (311) 251,231 125,616 (2) April 26, 2025

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200 Fifth Avenue 26.69 % 4.34 % 5.60 % Term SOFR + 1.41% 600,000 (7,347) 592,653 151,689 (2)(12) November 24, 2028

3 Hudson Boulevard 25.00 % 9.04 % 9.04 % Term SOFR + 3.61% 80,000 — 80,000 20,000 (2)(12) May 9, 2024

3 Hudson Boulevard 25.00 % 8.94 % 8.94 % Term SOFR + 3.61% 80,000 — 80,000 20,000 (2)(13) August 7, 2024

Skymark - Reston Next Residential 20.00 % 7.33 % 7.65 % SOFR + 2.00% 111,658 (836) 110,822 22,164 (2)(3)(14) May 13, 2026

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(8) The joint venture entered into interest rate swap contracts with notional amounts aggregating $185.0 million through April 10, 2032, resulting in a fixed rate of approximately 4.432% per annum through the expiration of the interest rate swap contracts.

(9) See Note 14 to the Consolidated Financial Statements.

(10) The loan bears interest at a variable rate equal to the greater of (x) 2.35% or (y) SOFR plus 2.32% per annum.

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The loan is reflected as Related Party Note Receivables, Net on our Consolidated Balance Sheets.

As of March 31, 2024, the loan has approximately $30.4 million of accrued interest due at the maturity date.

As of June 30, 2024, the loan has approximately $32.8 million of accrued interest due at the maturity date.

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

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Funds from Operations

Pursuant to the revised definition of Funds from Operations adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”), we calculate Funds from Operations, or “FFO,” for each of BXP and BPLP by adjusting net income attributable to Boston Properties, Inc.

and net income attributable to Boston Properties Limited Partnership (computed in accordance with GAAP), respectively, for gains (or losses) from sales of properties, including a change in control, impairment losses on depreciable real estate consolidated on our balance sheet, impairment losses on our investments in unconsolidated joint ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated joint ventures and our share of real estate-related depreciation and amortization.

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Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current Nareit definition or that interpret the current Nareit definition differently.

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

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

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

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

FFO should not be considered as a substitute for net income attributable to BXP, Inc.

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

to FFO attributable to Boston Properties, Inc.

for the three months ended March 31, 2024 and 2023:

Three months ended March 31,

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

to FFO attributable to BXP, Inc.

for the three months ended June 30, 2024 and 2023:

Three months ended June 30,

(in thousands)

Net income attributable to Boston Properties, Inc.

Net income attributable to BXP, Inc.

$ 79,615 $ 104,299

7 unchanged sentences

Non-real estate depreciation and amortization 2,130 —

Impairment loss 13,615 —

Gain (loss) on sale / consolidation included within loss from unconsolidated joint ventures 21,696 —

Unrealized gain on non-real estate investment 58 124

Noncontrolling interests in property partnerships 17,825 19,768

Funds from Operations (FFO) attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.) 302,861 302,908

Funds from Operations (FFO) attributable to the Operating Partnership common unitholders (including BXP, Inc.) 310,956 326,325

Noncontrolling interest—common units of the Operating Partnership’s share of funds from operations 32,557 33,481

Funds from Operations attributable to Boston Properties, Inc.

Funds from Operations attributable to BXP, Inc.

$ 278,399 $ 292,844

1 unchanged sentence

Weighted average shares outstanding—basic 157,039 156,826

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

to Diluted FFO attributable to Boston Properties, Inc.

for income (numerator) and shares/units (denominator) for the three months ended March 31, 2024 and 2023:

Three months ended March 31,

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

to Diluted FFO attributable to BXP, Inc.

for income (numerator) and shares/units (denominator) for the three months ended June 30, 2024 and 2023:

Three months ended June 30,

(in thousands)

Net income attributable to Boston Properties, Inc.

Net income attributable to BXP, Inc.

$ 79,615 $ 104,299

7 unchanged sentences

Non-real estate depreciation and amortization 2,130 —

Impairment loss 13,615 —

Gain (loss) on sale / consolidation included within loss from unconsolidated joint ventures 21,696 —

Unrealized gain on non-real estate investment 58 124

Noncontrolling interests in property partnerships 17,825 19,768

Funds from Operations (FFO) attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.) 302,861 302,908

Funds from Operations (FFO) attributable to the Operating Partnership common unitholders (including BXP, Inc.) 310,956 326,325

Effect of Dilutive Securities:

2 unchanged sentences

Noncontrolling interest—common units of the Operating Partnership’s share of diluted FFO 32,526 33,383

Diluted FFO attributable to Boston Properties, Inc.

Diluted FFO attributable to BXP, Inc.

(1) $ 278,430 $ 292,942

(1) BXP’s share of diluted Funds from Operations was 89.58% and 89.79% for the three months ended March 31, 2024 and 2023, respectively.

Three months ended March 31,

(1) BXP’s share of diluted Funds from Operations was 89.54% and 89.77% for the three months ended June 30, 2024 and 2023, respectively.

Three months ended June 30,

shares/units (in thousands)

4 unchanged sentences

Noncontrolling interest—common units of the Operating Partnership’s share of diluted Funds from Operations 18,369 17,922

Diluted Funds from Operations attributable to Boston Properties, Inc.

Diluted Funds from Operations attributable to BXP, Inc.

(1) 157,291 157,218

_______________

(1) BXP’s share of diluted Funds from Operations was 89.58% and 89.79% for the three months ended March 31, 2024 and 2023, respectively.

The following table presents a reconciliation of net income attributable to Boston Properties Limited Partnership to FFO attributable to Boston Properties Limited Partnership for the three months ended March 31, 2024 and 2023:

Three months ended March 31,

(1) BXP’s share of diluted Funds from Operations was 89.54% and 89.77% for the three months ended June 30, 2024 and 2023, respectively.

Three months ended June 30,

(in thousands)

7 unchanged sentences

Non-real estate depreciation and amortization 2,130 —

Impairment loss 13,615 —

Gain (loss) on sale / consolidation included within loss from unconsolidated joint ventures 21,696 —

Unrealized gain on non-real estate investment 58 124

4 unchanged sentences

(1) Our calculation includes OP Units and vested LTIP Units (including vested 2012 OPP Units and vested 2013 - 2021 MYLTIP Units).

The following tables presents a reconciliation of net income attributable to Boston Properties Limited Partnership to Diluted FFO attributable to Boston Properties Limited Partnership for income (numerator) and shares/units (denominator) for the three months ended March 31, 2024 and 2023:

Three months ended March 31,

Three months ended June 30,

(in thousands)

7 unchanged sentences

Non-real estate depreciation and amortization 2,130 —

Impairment loss 13,615 —

Gain (loss) on sale / consolidation included within loss from unconsolidated joint ventures 21,696 —

Unrealized gain on non-real estate investment 58 124

6 unchanged sentences

(1) Our calculation includes OP Units and vested LTIP Units (including vested 2012 OPP Units and vested 2013 - 2021 MYLTIP Units).

Three months ended March 31,

Three months ended June 30,

shares/units (in thousands)

8 unchanged sentences

Contract terms are generally between three and five years.

During the three months ended March 31, 2024, we paid approximately $83.0 million to fund tenant-related obligations, including tenant improvements and leasing commissions.

In addition, during the three months ended March 31, 2024, we and our unconsolidated joint venture partners incurred approximately $117.6 million of new tenant-related obligations associated with approximately 825,700 square feet of second generation leases, or approximately $142 per square foot.

We signed approximately 68,200

square feet of first generation leases.

The tenant-related obligations for the development properties are included within the projects’ “Estimated Total Investment” referred to in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” In aggregate during the first quarter of 2024, we signed leases for approximately 893,900 square feet of space and incurred aggregate tenant-related obligations of approximately $129.6 million, or approximately $145 per square foot.

During the three months ended June 30, 2024, we paid approximately $77.3 million to fund tenant-related obligations, including tenant improvements and leasing commissions.

In addition, during the three months ended June 30, 2024, we and our unconsolidated joint venture partners incurred approximately $99.8 million of new tenant-related obligations associated with approximately 1,295,600 square feet of second generation leases, or approximately $77 per square foot.

We signed approximately 27,100 square feet of first generation leases.

quarter of 2024, we signed leases for approximately 1,322,700 square feet of space and incurred aggregate tenant-related obligations of approximately $105.1 million, or approximately $79 per square foot.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis