What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-05 compared with 2024-08-05 · 340 added, 287 removed, 1143 unchanged (35% of the section changed)

2 unchanged sentences

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

June 30, 2024 December 31, 2023

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

September 30, 2024 December 31, 2023

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 7,646,435 and $ 7,054,075 at September 30, 2024 and December 31, 2023, respectively)

$ 27,557,824 $ 26,749,209

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

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

372,896 401,680

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

Right of use assets - operating leases (amounts related to VIEs of $ 145,052 and $ 158,885 at September 30, 2024 and December 31, 2023, respectively)

339,804 324,298

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

accumulated depreciation (amounts related to VIEs of $( 1,601,919 ) and $( 1,501,483 ) at September 30, 2024 and December 31, 2023, respectively)

( 7,369,545 ) ( 6,881,728 )

Total real estate 20,900,979 20,593,459

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

Cash and cash equivalents (amounts related to VIEs of $ 322,604 and $ 245,317 at September 30, 2024 and December 31, 2023, respectively)

1,420,475 1,531,477

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

Cash held in escrows (amounts related to VIEs of $ 5,032 and $ 22,160 at September 30, 2024 and December 31, 2023, respectively)

51,009 81,090

Investments in securities 39,186 36,337

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

Tenant and other receivables, net (amounts related to VIEs of $ 19,216 and $ 27,987 at September 30, 2024 and December 31, 2023, respectively)

99,706 122,407

Note receivable, net 3,937 1,714

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

Related party notes receivable, net 88,788 88,779

Sales-type lease receivable, net 14,429 13,704

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

Accrued rental income, net (amounts related to VIEs of $ 425,867 and $ 401,159 at September 30, 2024 and December 31, 2023, respectively)

1,438,492 1,355,212

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

Deferred charges, net (amounts related to VIEs of $ 201,947 and $ 175,383 at September 30, 2024 and December 31, 2023, respectively)

794,571 760,421

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

Prepaid expenses and other assets (amounts related to VIEs of $ 50,275 and $ 11,824 at September 30, 2024 and December 31, 2023, respectively)

132,078 64,230

2 unchanged sentences

LIABILITIES AND EQUITY

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

Mortgage notes payable, net (amounts related to VIEs of $ 3,280,817 and $ 3,277,185 at September 30, 2024 and December 31, 2023, respectively)

$ 4,275,155 $ 4,166,379

1 unchanged sentence

Unsecured line of credit — —

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

Unsecured term loans, net 798,058 1,198,301

Unsecured commercial paper 500,000 —

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

Lease liabilities - finance leases (amounts related to VIEs of $ 20,897 and $ 20,794 at September 30, 2024 and December 31, 2023, respectively)

373,260 417,961

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

Lease liabilities - operating leases (amounts related to VIEs of $ 154,637 and $ 145,826 at September 30, 2024 and December 31, 2023, respectively)

389,444 350,391

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

Accounts payable and accrued expenses (amounts related to VIEs of $ 120,092 and $ 59,667 at September 30, 2024 and December 31, 2023, respectively)

444,288 458,329

2 unchanged sentences

121,360 133,684

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

Other liabilities (amounts related to VIEs of $ 89,876 and $ 115,275 at September 30, 2024 and December 31, 2023, respectively)

407,441 445,947

2 unchanged sentences

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Commitments and contingencies (See Note 8)

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

Redeemable deferred stock units— 132,930 and 119,471 units outstanding at redemption value at September 30, 2024 and December 31, 2023, respectively

Stockholders’ equity attributable to BXP, Inc.:

1 unchanged sentence

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

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

Common stock, $ 0.01 par value, 250,000,000 shares authorized, 158,058,798 and 157,019,766 issued and 157,979,898 and 156,940,866 outstanding at September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

1 unchanged sentence

Dividends in excess of earnings ( 1,035,710 ) ( 816,152 )

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

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

( 2,722 ) ( 2,722 )

10 unchanged sentences

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

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

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

2024 2023 2024 2023

15 unchanged sentences

Income (loss) from unconsolidated joint ventures ( 7,011 ) ( 247,556 ) 6,376 ( 261,793 )

Gains on sales of real estate 517 517 517 517

Interest and other income (loss) 14,430 20,715 39,747 48,999

Gains from investments in securities 315 1,571 2,587 3,236

Unrealized gain on non-real estate investment 58 124 454 383

Gains (losses) from investments in securities 2,198 ( 925 ) 4,785 2,311

Unrealized gain (loss) on non-real estate investment 94 ( 51 ) 548 332

Impairment loss — — ( 13,615 ) —

Interest expense ( 163,194 ) ( 147,812 ) ( 474,727 ) ( 424,492 )

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

Net income attributable to noncontrolling interests

Net income (loss) 108,452 ( 103,543 ) 322,005 138,269

Net (income) loss attributable to noncontrolling interests

Noncontrolling interests in property partnerships ( 15,237 ) ( 20,909 ) ( 50,283 ) ( 59,337 )

Noncontrolling interest—common units of the Operating Partnership ( 9,587 ) 12,626 ( 28,596 ) ( 8,642 )

Net income attributable to BXP, Inc.

Net income (loss) attributable to BXP, Inc.

$ 83,628 $ ( 111,826 ) 243,126 70,290

Basic earnings per common share attributable to BXP, Inc.

Net income $ 0.51 $ 0.67 $ 1.02 $ 1.16

Net income (loss) $ 0.53 $ ( 0.71 ) $ 1.55 $ 0.45

Weighted average number of common shares outstanding 157,725 156,880 157,250 156,837

Diluted earnings per common share attributable to BXP, Inc.

Net income $ 0.51 $ 0.66 $ 1.01 $ 1.16

Net income (loss) $ 0.53 $ ( 0.71 ) $ 1.54 $ 0.45

Weighted average number of common and common equivalent shares outstanding

3 unchanged sentences

(unaudited and in thousands)

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

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

2024 2023 2024 2023

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

Other comprehensive income:

Net income (loss) $ 108,452 $ ( 103,543 ) $ 322,005 $ 138,269

Other comprehensive income (loss):

Effective portion of interest rate contracts ( 32,263 ) 5,459 ( 14,976 ) 13,886

Amortization of interest rate contracts (1) 3,077 1,677 9,518 5,026

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

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

Other comprehensive income (loss) ( 29,186 ) 7,136 ( 5,458 ) 18,912

Comprehensive income (loss) 79,266 ( 96,407 ) 316,547 157,181

Net income attributable to noncontrolling interests ( 24,824 ) ( 8,283 ) ( 78,879 ) ( 67,979 )

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

Comprehensive income attributable to BXP, Inc.

Other comprehensive (income) loss attributable to noncontrolling interests 2,913 ( 864 ) 177 ( 2,327 )

Comprehensive income (loss) attributable to BXP, Inc.

$ 57,355 $ ( 105,554 ) $ 237,845 $ 86,875

7 unchanged sentences

Shares Amount

Equity, March 31, 2024

Equity, June 30, 2024

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

2 unchanged sentences

Dividends/distributions declared — — — ( 154,820 ) — — ( 17,986 ) — ( 172,806 )

Shares issued pursuant to stock purchase plan 9 — 541 — — — — — 541

Net activity from stock option and incentive plan ( 2 ) — ( 1,773 ) — — — 3,225 — 1,452

4 unchanged sentences

Reallocation of noncontrolling interest — — 437 — — — ( 437 ) — —

Equity, June 30, 2024

Equity, September 30, 2024

157,980 $ 1,580 $ 6,822,489 $ ( 1,035,710 ) $ ( 2,722 ) $ ( 26,428 ) $ 638,129 $ 1,874,272 $ 8,271,610

Equity, March 31, 2023

Equity, June 30, 2023

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

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

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

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

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

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

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

Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — — — — — — 22,635 22,635

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

2 unchanged sentences

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

Equity, June 30, 2023

Equity, September 30, 2023

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

15 unchanged sentences

Reallocation of noncontrolling interest — — ( 1,465 ) — — — 1,465 — —

Equity, June 30, 2024

Equity, September 30, 2024

157,980 $ 1,580 $ 6,822,489 $ ( 1,035,710 ) $ ( 2,722 ) $ ( 26,428 ) $ 638,129 $ 1,874,272 $ 8,271,610

5 unchanged sentences

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

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

Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — — — — — — 30,190 30,190

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

2 unchanged sentences

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

Equity, June 30, 2023

Equity, September 30, 2023

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

2 unchanged sentences

(unaudited and in thousands)

Six months ended June 30,

Nine months ended September 30,

Cash flows from operating activities:

10 unchanged sentences

Gains from investments in securities ( 4,785 ) ( 2,311 )

Allowance for current expected credit losses (gains) 36 264

Allowance for current expected credit losses 44 302

Non-cash portion of interest expense 25,575 22,541

Gains on sales of real estate ( 517 ) ( 517 )

Unrealized gain on non-real estate investment ( 548 ) ( 332 )

15 unchanged sentences

Tenant improvements ( 178,835 ) ( 244,841 )

Proceeds from sales of real estate 517 517

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

5 unchanged sentences

Net cash used in investing activities ( 850,787 ) ( 875,578 )

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Nine months ended September 30,

Cash flows from financing activities:

2 unchanged sentences

Repayment / redemption of unsecured senior notes ( 700,000 ) ( 500,000 )

Borrowings on unsecured term loan — 1,200,000

Borrowings on unsecured term loans — 1,200,000

Payments on finance lease obligations ( 9,250 ) —

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Six months ended June 30,

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

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

Borrowings on commercial paper program 3,554,932 —

25 unchanged sentences

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

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

Non-cash contributions from noncontrolling interests in property partnerships, net $ 86,860 $ 17,519

Capitalized operating lease costs $ 22,647 $ 5,031

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

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

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Nine months ended September 30,

Mortgage note payable converted to unsecured term loan $ 100,000 $ —

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

6 unchanged sentences

(unaudited and in thousands, except for unit amounts)

June 30, 2024 December 31, 2023

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

September 30, 2024 December 31, 2023

Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 7,646,435 and $ 7,054,075 at September 30, 2024 and December 31, 2023, respectively)

$ 27,191,559 $ 26,382,944

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

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

372,896 401,680

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

Right of use assets - operating leases (amounts related to VIEs of $ 145,052 and $ 158,885 at September 30, 2024 and December 31, 2023, respectively)

339,804 324,298

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

accumulated depreciation (amounts related to VIEs of $( 1,601,919 ) and $( 1,501,483 ) at September 30, 2024 and December 31, 2023, respectively)

( 7,241,074 ) ( 6,758,361 )

Total real estate 20,663,185 20,350,561

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

Cash and cash equivalents (amounts related to VIEs of $ 322,604 and $ 245,317 at September 30, 2024 and December 31, 2023, respectively)

1,420,475 1,531,477

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

Cash held in escrows (amounts related to VIEs of $ 5,032 and $ 22,160 at September 30, 2024 and December 31, 2023, respectively)

51,009 81,090

Investments in securities 39,186 36,337

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

Tenant and other receivables, net (amounts related to VIEs of $ 19,216 and $ 27,987 at September 30, 2024 and December 31, 2023, respectively)

99,706 122,407

Note receivable, net 3,937 1,714

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

Related party notes receivables, net 88,788 88,779

Sales-type lease receivable, net 14,429 13,704

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

Accrued rental income, net (amounts related to VIEs of $ 425,867 and $ 401,159 at September 30, 2024 and December 31, 2023, respectively)

1,438,492 1,355,212

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

Deferred charges, net (amounts related to VIEs of $ 201,947 and $ 175,383 at September 30, 2024 and December 31, 2023, respectively)

794,571 760,421

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

Prepaid expenses and other assets (amounts related to VIEs of $ 50,275 and $ 11,824 at September 30, 2024 and December 31, 2023, respectively)

132,078 64,230

2 unchanged sentences

LIABILITIES AND CAPITAL

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

Mortgage notes payable, net (amounts related to VIEs of $ 3,280,817 and $ 3,277,185 at September 30, 2024 and December 31, 2023, respectively)

$ 4,275,155 $ 4,166,379

1 unchanged sentence

Unsecured line of credit — —

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

Unsecured term loans, net 798,058 1,198,301

Unsecured commercial paper 500,000 —

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

Lease liabilities - finance leases (amounts related to VIEs of $ 20,897 and $ 20,794 at September 30, 2024 and December 31, 2023, respectively)

373,260 417,961

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

Lease liabilities - operating leases (amounts related to VIEs of $ 154,637 and $ 145,826 at September 30, 2024 and December 31, 2023, respectively)

389,444 350,391

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

Accounts payable and accrued expenses (amounts related to VIEs of $ 120,092 and $ 59,667 at September 30, 2024 and December 31, 2023, respectively)

444,288 458,329

2 unchanged sentences

121,360 133,684

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

Other liabilities (amounts related to VIEs of $ 89,876 and $ 115,275 at September 30, 2024 and December 31, 2023, respectively)

407,441 445,947

3 unchanged sentences

(unaudited and in thousands, except for unit amounts)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Commitments and contingencies (See Note 8)

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

Redeemable deferred stock units— 132,930 and 119,471 units outstanding at redemption value at September 30, 2024 and December 31, 2023, respectively

Noncontrolling interests:

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

Redeemable partnership units— 15,926,014 and 16,508,277 common units and 2,336,797 and 2,065,861 long term incentive units outstanding at redemption value at September 30, 2024 and December 31, 2023, respectively

1,500,501 1,347,575

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

Boston Properties Limited Partnership partners’ capital— 1,762,427 and 1,755,150 general partner units and 156,217,471 and 155,185,716 limited partner units outstanding at September 30, 2024 and December 31, 2023, respectively

4,685,471 4,973,951

8 unchanged sentences

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

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

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

2024 2023 2024 2023

15 unchanged sentences

Income (loss) from unconsolidated joint ventures ( 7,011 ) ( 247,556 ) 6,376 ( 261,793 )

Gains on sales of real estate 517 517 517 517

Interest and other income (loss) 14,430 20,715 39,747 48,999

Gains from investments in securities 315 1,571 2,587 3,236

Unrealized gain on non-real estate investment 58 124 454 383

Gains (losses) from investments in securities 2,198 ( 925 ) 4,785 2,311

Unrealized gain (loss) on non-real estate investment 94 ( 51 ) 548 332

Impairment loss — — ( 13,615 ) —

Interest expense ( 163,194 ) ( 147,812 ) ( 474,727 ) ( 424,492 )

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

Net income (loss) 110,156 ( 101,787 ) 327,109 143,569

Net income attributable to noncontrolling interests

Noncontrolling interests in property partnerships ( 15,237 ) ( 20,909 ) ( 50,283 ) ( 59,337 )

Net income attributable to Boston Properties Limited Partnership $ 90,827 $ 118,098 $ 181,907 $ 206,928

Net income (loss) attributable to Boston Properties Limited Partnership $ 94,919 $ ( 122,696 ) $ 276,826 $ 84,232

Basic earnings per common unit attributable to Boston Properties Limited Partnership

Net income $ 0.52 $ 0.68 $ 1.04 $ 1.18

Net income (loss) $ 0.54 $ ( 0.70 ) $ 1.58 $ 0.48

Weighted average number of common units outstanding 175,446 174,882 175,369 174,765

Diluted earnings per common unit attributable to Boston Properties Limited Partnership

Net income $ 0.52 $ 0.67 $ 1.04 $ 1.18

Net income (loss) $ 0.54 $ ( 0.70 ) $ 1.58 $ 0.48

Weighted average number of common and common equivalent units outstanding

4 unchanged sentences

(unaudited and in thousands)

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

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

2024 2023 2024 2023

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

Other comprehensive income:

Net income (loss) $ 110,156 $ ( 101,787 ) $ 327,109 $ 143,569

Other comprehensive income (loss):

Effective portion of interest rate contracts ( 32,263 ) 5,459 ( 14,976 ) 13,886

Amortization of interest rate contracts (1) 3,077 1,677 9,518 5,026

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

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

Other comprehensive income (loss) ( 29,186 ) 7,136 ( 5,458 ) 18,912

Comprehensive income (loss) 80,970 ( 94,651 ) 321,651 162,481

Comprehensive income attributable to noncontrolling interests ( 15,381 ) ( 21,053 ) ( 50,715 ) ( 59,769 )

Comprehensive income attributable to Boston Properties Limited Partnership $ 94,700 $ 134,593 $ 205,347 $ 218,416

Comprehensive income (loss) attributable to Boston Properties Limited Partnership $ 65,589 $ ( 115,704 ) $ 270,936 $ 102,712

_______________

8 unchanged sentences

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

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

Equity, June 30, 2024 1,762 155,336 $ 5,010,460 $ ( 155 ) $ 1,801,676 $ 6,811,981 $ 1,230,848

Net activity from contributions and unearned compensation — 6 ( 1,232 ) — — ( 1,232 ) 3,225

7 unchanged sentences

Distributions to noncontrolling interests in property partnerships — — — — ( 14,894 ) ( 14,894 ) —

Equity, June 30, 2024

Equity, September 30, 2024

1,762 156,217 $ 4,685,471 $ ( 26,428 ) $ 1,874,272 $ 6,533,315 $ 1,500,501

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

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

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

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

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

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

3 unchanged sentences

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

Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — — — 22,635 22,635 —

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

Equity, June 30, 2023

Equity, September 30, 2023

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

16 unchanged sentences

Distributions to noncontrolling interests in property partnerships — — — — ( 52,353 ) ( 52,353 ) —

Equity, June 30, 2024

Equity, September 30, 2024

1,762 156,217 $ 4,685,471 $ ( 26,428 ) $ 1,874,272 $ 6,533,315 $ 1,500,501

7 unchanged sentences

Amortization of interest rate contracts — — — 4,123 432 4,555 471

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

Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — — — 30,190 30,190 —

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

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

Equity, September 30, 2023 1,755 155,184 $ 5,036,445 $ 2,866 $ 1,588,906 $ 6,628,217 $ 1,160,753

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

2 unchanged sentences

(unaudited and in thousands)

Six months ended June 30,

Nine months ended September 30,

Cash flows from operating activities:

10 unchanged sentences

Gains from investments in securities ( 4,785 ) ( 2,311 )

Allowance for current expected credit losses (gains) 36 264

Allowance for current expected credit losses 44 302

Non-cash portion of interest expense 25,575 22,541

Gains on sales of real estate ( 517 ) ( 517 )

Unrealized gain on non-real estate investment ( 548 ) ( 332 )

15 unchanged sentences

Tenant improvements ( 178,835 ) ( 244,841 )

Proceeds from sales of real estate 517 517

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

5 unchanged sentences

Net cash used in investing activities ( 850,787 ) ( 875,578 )

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Nine months ended September 30,

Cash flows from financing activities:

3 unchanged sentences

Borrowings on unsecured term loan — 1,200,000

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Six months ended June 30,

Payments on finance lease obligations ( 9,250 ) —

27 unchanged sentences

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

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

Non-cash contributions from noncontrolling interests in property partnerships, net $ 86,860 $ 17,519

Capitalized operating lease costs $ 22,647 $ 5,031

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

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

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

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Nine months ended September 30,

Mortgage note payable converted to unsecured term loan $ 100,000 $ —

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

6 unchanged sentences

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

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

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

BXP is the sole general partner of BPLP, its operating partnership, and at September 30, 2024, owned an approximate 89.6 % ( 89.4 % at December 31, 2023) general and limited partnership interest in BPLP.

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

12 unchanged sentences

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

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

At June 30, 2024, the Properties consisted of:

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

At September 30, 2024, the Company owned or had joint venture interests in a portfolio of 184 commercial real estate properties (the “Properties”) aggregating approximately 53.0 million net rentable square feet of primarily office properties, including nine properties under construction/redevelopment totaling approximately 2.7 million net rentable square feet.

At September 30, 2024, the Properties consisted of:

• 162 office and life sciences properties (including six properties under construction/redevelopment);

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

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

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

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

Summary of Significant Accounting Policies

1 unchanged sentence

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

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

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

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

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

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These financial statements should be read in conjunction with the Company’s financial statements and notes thereto contained in the Company’s Annual Report in the Company’s Form 10-K for its fiscal year ended December 31, 2023.

The Company bases its estimates on historical experience and on various other assumptions that it considers to be reasonable under the circumstances, including the impact of extraordinary events such as a pandemic, the results of which form the basis for making significant judgments about the carrying values of assets and liabilities, assessments of future collectability, and other areas of the financial statements that are impacted by the use of estimates.

The Company bases its estimates on historical experience and on various other assumptions that it considers to be reasonable under the circumstances, including the impact of extraordinary events, the results of which form the basis for making significant judgments about the carrying values of assets and liabilities, assessments of future collectability, and other areas of the financial statements that are impacted by the use of estimates.

Actual results may differ from these estimates under different assumptions or conditions.

4 unchanged sentences

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

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

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

Consolidated Variable Interest Entities

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

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

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

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

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

2 unchanged sentences

Variable Interest Entities Not Consolidated

As of June 30, 2024, the Company does not have any unconsolidated joint ventures that are classified as VIEs.

As of September 30, 2024, the Company does not have any unconsolidated joint ventures that are classified as VIEs.

Fair Value Measurements

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

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

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

Financial Instrument Level

8 unchanged sentences

Unsecured line of credit Level 3

Unsecured term loan Level 3

Unsecured term loans Level 3

_______________

2 unchanged sentences

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

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

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

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

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

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

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

The Company’s investment in non-real estate investments is shown within Prepaid and Other Assets on the Consolidated Balance Sheets and was approximately $ 5.8 million and $ 4.6 million at June 30, 2024 and December 31, 2023, respectively.

At September 30, 2024 and December 31, 2023, the Company had outstanding three -month United States Treasury Bills with a maturity date of November 21, 2024 and January 30, 2024, respectively, that were classified as held to maturity because the Company determined that it had the positive intent and ability to hold to maturity.

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

At September 30, 2024 and December 31, 2023, the amortized cost of these securities were approximately $ 175.9 million and $ 302.7 million, respectively.

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

Due to their short-term maturity and stated interest rates at approximate current market rates, the fair value of outstanding commercial paper borrowings approximates the Company's carrying amount at September 30, 2024.

The Company’s investment in non-real estate investments is shown within Prepaid and Other Assets on the Consolidated Balance Sheets and was approximately $ 6.7 million and $ 4.6 million at September 30, 2024 and December 31, 2023, respectively.

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

Non-Recurring Fair Value

The following table presents the aggregate carrying value of the Company’s non-recurring fair value financial instruments and the Company’s corresponding estimate of fair value as of June 30, 2024 and December 31, 2023 (in thousands):

June 30, 2024 December 31, 2023

The following table presents the aggregate carrying value of the Company’s non-recurring fair value financial instruments and the Company’s corresponding estimate of fair value as of September 30, 2024 and December 31, 2023 (in thousands):

September 30, 2024 December 31, 2023

Amount Estimated

9 unchanged sentences

Unsecured line of credit — — — —

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

Unsecured term loans, net 798,058 800,303 1,198,301 1,196,945

Unsecured commercial paper 500,000 500,000 — —

5 unchanged sentences

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

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

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

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

7 unchanged sentences

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

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

Fair value June 30, 2024 December 31, 2023

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

Fair value September 30, 2024 December 31, 2023

Interest rate swaps $ ( 10,191 ) $ 1,976

2 unchanged sentences

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

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

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

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

June 30, 2024 December 31, 2023

At September 30, 2024 and December 31, 2023, the Company had maintained approximately $ 38.9 million and $ 36.1 million, respectively, in separate accounts, which are not restricted as to their use.

The Company recognized gains (losses) of approximately $ 2.2 million and $( 0.9 ) million on its investments in the accounts associated with the Company’s deferred compensation plans during the three months ended September 30, 2024 and September 30, 2023, respectively, and approximately $ 4.8 million and $ 2.3 million during the nine months ended September 30, 2024 and September 30, 2023, respectively, primarily due to the observable change in fair value.

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

September 30, 2024 December 31, 2023

Land $ 5,318,724 $ 5,251,224

12 unchanged sentences

(2) Includes pre-development costs.

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

June 30, 2024 December 31, 2023

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

September 30, 2024 December 31, 2023

Land $ 5,224,015 $ 5,156,515

38 unchanged sentences

Weighted-average useful life 6.7 4.0 9.8

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

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

901 New York Avenue contributed approximately $ 24.7 million of revenue and $ 6.9 million of net loss to the Company for the period from January 8, 2024 through September 30, 2024.

901 New York Avenue is an office property consisting of approximately 524,000 net rentable square feet.

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

2 unchanged sentences

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

On July 17, 2024, the Company partially placed in-service Reston Next Office Phase II, an approximately 90,000 net rentable square foot development project comprised of office and retail space located in Reston, Virginia.

On September 26, 2024, the Company fully placed in-service 180 CityPoint, an approximately 329,000 net rentable square foot laboratory/life sciences project located in Waltham, Massachusetts.

Pending Disposition and Impairment

1 unchanged sentence

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

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

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

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

On May 7, 2024, the Company entered into an agreement with the third-party developer for the sale of 2 Choke Cherry Road, 2094 Gaither Road and the land parcel for an aggregate gross sale price of approximately $ 24.8 million.

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

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

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

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

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

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

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

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

Lease Revenue 2024 2023 2024 2023

13 unchanged sentences

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

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

The ground lease had operating lease costs of approximately $ 87,000 for the three months ended September 30, 2024 and approximately $ 0.2 million for the period from March 28, 2024 through September 30, 2024.

The following table provides a maturity analysis for the air rights operating lease as of March 28, 2024 (in thousands):

7 unchanged sentences

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

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

In May 2024 and

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

When the lease was executed in 2017, the purchase option was considered a bargain purchase option

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

In May 2024 and as of the date of this report, the lessor has not exercised this option and the Company reassessed the accounting for the ground lease and determined that the purchase option continues to be considered a bargain purchase option and the ground lease will continue to be accounted for as a finance lease.

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

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

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

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

Investments in Unconsolidated Joint Ventures

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

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

Carrying Value of Investment (1)

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

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

(in thousands)

24 unchanged sentences

_______________

(1) Investments with deficit balances aggregating approximately $ 31.5 million and $ 39.9 million at June 30, 2024 and December 31, 2023, respectively, are included within Other Liabilities in the Company’s Consolidated Balance Sheets.

(1) Investments with deficit balances aggregating approximately $ 30.7 million and $ 39.9 million at September 30, 2024 and December 31, 2023, respectively, are included within Other Liabilities in the Company’s Consolidated Balance Sheets.

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

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

On January 8, 2024, the Company completed the acquisition of its joint venture partner’s 50 % economic ownership interest for a gross purchase price of

$ 10.0 million, as described in Note 3 and this Note 5.

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

6 unchanged sentences

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in thousands)

11 unchanged sentences

_______________

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

(2) At June 30, 2024 and December 31, 2023, this amount included sales-type lease receivable, net totaling approximately $ 14.0 million and $ 13.9 million, respectively.

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

(1) At September 30, 2024 and December 31, 2023, this amount included right of use assets - operating leases totaling approximately $ 19.2 million and $ 20.1 million, respectively.

(2) At September 30, 2024 and December 31, 2023, this amount included sales-type lease receivable, net totaling approximately $ 14.1 million and $ 13.9 million, respectively.

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

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

2 unchanged sentences

The Company’s basis differences include:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Property (in thousands)

7 unchanged sentences

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

(5) Investments with deficit balances aggregating approximately $ 31.5 million and $ 39.9 million at June 30, 2024 and December 31, 2023, respectively, are reflected within Other Liabilities in the Company’s Consolidated Balance Sheets.

(5) Investments with deficit balances aggregating approximately $ 30.7 million and $ 39.9 million at September 30, 2024 and December 31, 2023, respectively, are reflected within Other Liabilities in the Company’s Consolidated Balance Sheets.

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

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

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

2024 2023 2024 2023

8 unchanged sentences

Interest expense ( 45,244 ) ( 60,737 ) ( 132,106 ) ( 176,786 )

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

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

Company’s share of net income (loss) $ ( 2,744 ) $ 639 $ 214 $ ( 6,263 )

Unrealized gain (loss) on derivative instruments ( 19,172 ) 10,242 ( 8,212 ) 14,089

Net loss $ ( 30,396 ) $ ( 11,981 ) $ ( 29,228 ) $ ( 27,533 )

Company’s share of net loss $ ( 9,319 ) $ ( 4,476 ) $ ( 9,105 ) $ ( 10,739 )

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

Gain on sale / consolidation — — 21,696 —

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

Basis differential (4) 2,308 ( 6,233 ) ( 6,215 ) ( 14,207 )

1 unchanged sentence

_______________

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

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

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

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

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

(1) Includes straight-line rent adjustments of approximately $ 2.6 million and $ 7.7 million for the three months ended September 30, 2024 and 2023, respectively, and approximately $ 16.5 million and $ 20.9 million for the nine months ended September 30, 2024 and 2023, respectively.

(2) During the three months ended September 30, 2023, the Company completed a restructuring of its ownership in Metropolitan Square.

(3) During the three and nine months ended September 30, 2023, the Company recognized an other-than-temporary impairment loss on its investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza aggregating approximately $ 272.6 million.

(4) Includes depreciation and amortization of approximately $ 3.9 million and $ 4.1 million for the three months ended September 30, 2024 and 2023, respectively, and approximately $ 6.8 million and $ 7.8 million for the nine months ended September 30, 2024 and 2023, respectively.

Includes unrealized loss on derivative instruments of approximately $ 5.1 million and $ 2.7 million for the three months ended September 30, 2024 and 2023, respectively, and approximately $ 4.9 million and $ 6.6 million for the nine months ended September 30, 2024 and 2023, respectively.

Includes straight-line rent adjustments of approximately $ 0.3 million and $ 0.4 million for the three months ended September 30, 2024 and 2023, respectively, and approximately $ 1.0 million and $ 1.1 million for the nine months ended September 30, 2024 and 2023, respectively.

Also includes net above-/below-market rent adjustments of approximately $ 0.2 million for the three months ended September 30, 2024 and 2023, and approximately $ 0.6 million for the nine months ended September 30, 2024 and 2023.

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

The property is approximately 21 % pre-leased as of July 31, 2024.

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

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

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

As a result, the Company recognized a gain on consolidation of approximately $ 21.8 million.

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

2 unchanged sentences

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

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

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

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

Company’s Consolidated Balance Sheets.

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

As of September 30, 2024, the loan was in a maturity default and had an outstanding balance, including accrued and unpaid interest and default interest of approximately $ 116.0 million.

The Company is the lender of the loan and the loan is reflected as Related Party Note Receivables, Net on the Company’s Consolidated Balance Sheets.

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

3 unchanged sentences

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.

7750 Wisconsin Avenue is an office property with approximately 736,000 net rentable square feet located in Bethesda, Maryland.

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

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

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

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

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

On August 7, 2024, a joint venture in which the Company has a 71.11 % ownership interest partially placed in-service 360 Park Avenue South, a 20-story, office building with ground floor retail located in New York City, New York, aggregating approximately 450,000 net rentable square feet.

Mortgage Notes Payable

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Unsecured Senior Notes

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

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

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

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10.7 Year Unsecured Senior Notes 6.500 % 6.619 % 750,000 January 15, 2034

10 Year Unsecured Senior Notes 5.750 % 5.842 % 850,000 January 15, 2035

Total principal 10,700,000

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

On August 26, 2024, BPLP completed a public offering of $ 850.0 million in aggregate principal amount of its 5.750 % unsecured senior notes due 2035.

The notes were priced at 99.961 % of the principal amount to yield an effective rate (including financing fees) of approximately 5.842 % per annum to maturity.

The notes will mature on January 15, 2035, unless earlier redeemed.

The aggregate net proceeds from the offering were approximately $ 841.9 million after deducting underwriting discounts and transaction expenses.

Unsecured Credit Facility

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All other terms of the 2021 Credit Facility remain unchanged.

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

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

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

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

Unsecured Term Loan

Unsecured Term Loans

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

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

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

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

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

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

On September 27, 2024, BPLP entered into a credit agreement that provides for a $ 100.0 million unsecured term loan facility (the “2024 Unsecured Term Loan”) with a lender (the “Lender”) under the mortgage loan collateralized by the Company’s Santa Monica Business Park properties located in Santa Monica, California (the “SMBP Loan”).

Upon entry into the credit agreement, BPLP exercised its option to draw $ 100.0 million under the 2024 Unsecured Term Loan.

The proceeds were used to repay the portion of the SMBP Loan held by the Lender.

After the repayment, the SMBP Loan had a remaining principal balance of $ 200.0 million (See Note 14).

The 2024 Unsecured Term Loan matures on September 26, 2025 with three , one -year extension options, subject to customary conditions.

At BPLP’s option, loans under the 2024 Unsecured Term Loan will bear interest at a rate per annum equal to (1) a base rate equal to the highest of (a) zero , (b) Prime Rate, (c) the Federal Funds effective rate plus 0.50 %, and (d) Term SOFR for a one-month period plus 1.10 %, 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 or Daily Simple SOFR with a one-month period plus a margin ranging from 75 to 160 basis points based on BPLP’s credit rating.

Based on BPLP’s September 30, 2024 credit rating, the 2024 Unsecured Term Loan bears interest at a rate equal to Daily Simple SOFR plus 1.05 % per annum.

The 2024 Unsecured Term Loan is subject to an existing interest rate swap to fix Daily Simple SOFR at a fixed rate of approximately 2.688 % per annum for a period that ends on April 1, 2025 (See Note 7).

At September 30, 2024, BPLP had $ 100.0 million of principal outstanding under the 2024 Unsecured Term Loan.

The 2023 and 2024 Unsecured Term Loans contain customary representations and warranties, affirmative and negative covenants and events of default provisions, including the failure to pay indebtedness, breaches of covenants and bankruptcy and other insolvency events, which could result in the acceleration of the obligation to repay any outstanding amount under the 2023 and 2024 Unsecured Term Loans.

Among other covenants, the 2023 and 2024 Unsecured Term Loans require that BPLP maintain on an ongoing basis:

(1) a leverage ratio not to exceed 60 %, however, the leverage ratio may increase to no greater than 65 % provided that it is reduced back to 60 % within one year, (2) a secured debt leverage ratio not to exceed 55 %, (3) a fixed charge coverage ratio of at least 1.40 to 1.00 , (4) an unsecured debt leverage ratio not to exceed 60 %, however, the unsecured debt leverage ratio may increase to no greater than 65 % provided that it is reduced to 60 % within one year, (5) an unsecured debt interest coverage ratio of at least 1.75 to 1.00 and (6) limitations on permitted investments.

At September 30, 2024, BPLP was in compliance with each of these financial and other covenant requirements.

Unsecured Commercial Paper

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

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

Amounts available

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

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

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

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

At September 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 5.22 % per annum and had a weighted-average maturity of 34 days from the issuance date.

Derivative Instruments and Hedging Activities

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

As of June 30, 2024, the Company had not posted any collateral related to the agreements.

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

As of September 30, 2024, the Company had not posted any collateral related to the agreements.

Effective Hedge Instruments

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

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

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

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

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

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

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

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

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

BPLP’s and SMBP LLC’s derivative contracts consisted of the following at September 30, 2024 (dollars in thousands):

Derivative Instrument Aggregate Notional Amount Strike Rate Range Balance Sheet Location

Effective Date Maturity Date Low High Fair Value

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

Interest Rate Swaps $ 600,000 December 15, 2023 October 26, 2028 3.790 % — 3.798 % Other liabilities $ ( 12,600 )

Interest Rate Swaps 100,000 September 27, 2024 April 1, 2025 2.688 % — 2.688 % Prepaid expenses and other assets 799

700,000 ( 11,801 )

Interest Rate Swaps 200,000 December 14, 2023 April 1, 2025 2.661 % — 2.688 % Prepaid expenses and other assets 1,610

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_______________

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

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

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

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

The following table presents the location in the financial statements of the gains or (losses) recognized as a result of the Company’s cash flow hedges for the three and nine months ended September 30, 2024 and 2023 (in thousands):

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

2024 2023 2024 2023

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Amount of gain (loss) related to the effective portion subsequently reclassified to earnings (2) $ 3,077 $ 1,677 $ 9,518 $ 5,026

Amount of gain (loss) relate do the ineffective portion and amount excluded from effectiveness testing $ — $ — $ — $ —

Amount of gain (loss) related do the ineffective portion and amount excluded from effectiveness testing $ — $ — $ — $ —

_______________

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

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

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

Commitments and Contingencies

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

The Company had letter of credit and performance obligations related to lender and development requirements that total approximately $ 21.5 million at June 30, 2024.

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

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

The Company had letter of credit and performance obligations related to lender and development requirements that total approximately $ 21.0 million at September 30, 2024.

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

From time to time, the Company (or ventures in which the Company has an ownership interest) has agreed, and may in the future agree, to (1) guarantee portions of the principal, interest and other amounts in connection with their borrowings, (2) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with their borrowings and (3) provide guarantees to lenders, tenants and other third parties for the completion of development projects.

The Company has agreements with its outside or joint venture partners whereby the partners agree to reimburse the joint venture for their share of any payments made under the guarantee.

The Company has agreements with its third-party joint venture partners whereby the partners agree to reimburse the joint venture for their share of any payments made under the guarantee.

In some cases, the Company earns a fee from the applicable joint venture for providing the guarantee.

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

As of June 30, 2024, the maximum funding obligation under the guarantee was approximately $ 8.5 million.

As of September 30, 2024, the maximum funding obligation under the guarantee was approximately $ 6.4 million.

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

As of June 30, 2024, no amounts related to the guarantee were recorded as liabilities in the Company’s consolidated financial statements.

As of September 30, 2024, no amounts related to the guarantee were recorded as liabilities in the Company’s consolidated financial statements.

In connection with the sale of Metropolitan Square, an approximately 657,000 square foot office building in Washington, DC in which the Company had a 20 % equity interest, the Company agreed to become a co-lender of up to $ 20.0 million under a mezzanine loan.

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

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

As of September 30, 2024, the Company has funded approximately $ 3.9 million under the mezzanine loan.

Legal Matters

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

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

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

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

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

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

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

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

In 2020, the seller filed suit against the Company in the Supreme Court of the State of New York, County of New York, claiming that consideration significantly in excess of the initial reserve amount is owed under the agreement.

In February 2024, the court granted the seller’s motion for summary judgement interpreting certain sections of the agreement in favor of the seller’s claims.

The Company is disputing the seller’s calculations and intends to continue defending itself vigorously.

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

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

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

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

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

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

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

of $ 750 million of property and Terrorism Coverage in excess of the Company’s property insurance program and $ 600 million of Terrorism Coverage only in excess of the $ 1.75 billion of coverage.

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

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

In addition, the Company currently carries earthquake insurance

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

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

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

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

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

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

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

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Noncontrolling Interest—Common Units

During the six months ended June 30, 2024, 76,906 OP Units were presented by the holders for redemption (including an aggregate of 56,489 OP Units issued upon conversion of LTIP Units, 2012 OPP Units and MYLTIP Units) and were redeemed by BXP in exchange for an equal number of shares of Common Stock.

At June 30, 2024, BPLP had outstanding the 2022 - 2024 MYLTIP Units.

During the nine months ended September 30, 2024, 951,881 OP Units were presented by the holders for redemption (including an aggregate of 105,814 OP Units issued upon conversion of LTIP Units, 2012 OPP Units and MYLTIP Units) and were redeemed by BXP in exchange for an equal number of shares of Common Stock.

At September 30, 2024, BPLP had outstanding the 2022 - 2024 MYLTIP Units.

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

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

Common Stock agreed to the number of 2022 - 2024 MYLTIP Units that are earned, less the distributions actually paid during the performance period on all of the awarded 2022 - 2024 MYLTIP Units.

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

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

The following table presents BPLP’s distributions on the OP Units and LTIP Units and MYLTIP Units paid or declared in 2024 and during the six months ended June 30, 2023:

The following table presents BPLP’s distributions on the OP Units and LTIP Units and MYLTIP Units paid or declared in 2024 and during the nine months ended September 30, 2023:

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

September 30, 2024 October 31, 2024 $ 0.98 $ 0.098

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

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

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

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

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

The value of the OP Units (other than OP Units owned by BXP), and LTIP Units (including the 2012 OPP Units and 2013 - 2021 MYLTIP Units), assuming in each case that all conditions had been met for the conversion thereof, had all of such units been redeemed at June 30, 2024 was approximately $ 1.2 billion based on the last reported price of a share of Common Stock on the New York Stock Exchange of $ 61.56 per share on June 28, 2024.

based on the last reported price of a share of Common Stock on the New York Stock Exchange of $ 80.46 per share on September 30, 2024.

Noncontrolling Interests—Property Partnerships

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

The equity interests in these ventures that are not owned by the Company, totaling approximately $ 1.8 billion and $ 1.6 billion at June 30, 2024 and December 31, 2023, respectively, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

The equity interests in these ventures that are not owned by the Company, totaling approximately $ 1.9 billion and $ 1.6 billion at September 30, 2024 and December 31, 2023, respectively, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

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

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

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

For the three and nine months ended September 30, 2024, the adjustment was approximately $( 27.1 ) million and $ 7.8 million, respectively.

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

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Stockholders’ Equity / Partners’ Capital

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

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

As of September 30, 2024, BXP had 157,979,898 shares of Common Stock outstanding.

As of September 30, 2024, BXP owned 1,762,427 general partnership units and 156,217,471 limited partnership units in BPLP.

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

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

During the six months ended June 30, 2024, BXP issued 76,906 shares of Common Stock in connection with the redemption of an equal number of redeemable OP Units from limited partners.

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

During the nine months ended September 30, 2024, BXP issued 951,881 shares of Common Stock in connection with the redemption of an equal number of redeemable OP Units from limited partners.

The following table presents BXP’s dividends per share and BPLP’s distributions per OP Unit and LTIP Unit paid or declared in 2024 and during the nine months ended September 30, 2023:

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

September 30, 2024 October 31, 2024 $ 0.98 $ 0.98

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

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

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

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

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Segment Information

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

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

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

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

to the Company’s share of Net Operating Income and Net Income (Loss) Attributable to Boston Properties Limited Partnership to the Company’s share of Net Operating Income for the three and nine months ended September 30, 2024 and 2023.

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

2024 2023 2024 2023

(in thousands)

Net income attributable to BXP, Inc.

Net income (loss) attributable to BXP, Inc.

$ 83,628 $ ( 111,826 ) $ 243,126 $ 70,290

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44,487 50,047 138,448 145,102

Unrealized gain on non-real estate investment 58 124 454 383

Gains from investments in securities 315 1,571 2,587 3,236

Unrealized gain (loss) on non-real estate investment 94 ( 51 ) 548 332

Gains (losses) from investments in securities 2,198 ( 925 ) 4,785 2,311

Interest and other income (loss) 14,430 20,715 39,747 48,999

Gains on sales of real estate 517 517 517 517

Income (loss) from unconsolidated joint ventures ( 7,011 ) ( 247,556 ) 6,376 ( 261,793 )

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Company’s share of Net Operating Income $ 498,510 $ 490,999 $ 1,489,103 $ 1,473,449

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

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

2024 2023 2024 2023

(in thousands)

Net income attributable to Boston Properties Limited Partnership $ 90,827 $ 118,098 $ 181,907 $ 206,928

Net income (loss) attributable to Boston Properties Limited Partnership $ 94,919 $ ( 122,696 ) $ 276,826 $ 84,232

Noncontrolling interests in property partnerships 15,237 20,909 50,283 59,337

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44,487 50,047 138,448 145,102

Unrealized gain on non-real estate investment 58 124 454 383

Gains from investments in securities 315 1,571 2,587 3,236

Unrealized gain (loss) on non-real estate investment 94 ( 51 ) 548 332

Gains (losses) from investments in securities 2,198 ( 925 ) 4,785 2,311

Interest and other income (loss) 14,430 20,715 39,747 48,999

Gains on sales of real estate 517 517 517 517

Income (loss) from unconsolidated joint ventures ( 7,011 ) ( 247,556 ) 6,376 ( 261,793 )

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Company’s share of Net Operating Income $ 498,510 $ 490,999 $ 1,489,103 $ 1,473,449

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

and net income attributable to Boston Properties Limited Partnership, as applicable, the most directly comparable GAAP financial measures, plus (1) net income attributable to noncontrolling interests, interest expense, impairment loss, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts and corporate general and administrative expense less (2) unrealized gain on non-real estate investment, gains from investments in securities, interest and other income (loss), income (loss) from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue.

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

and net income attributable to Boston Properties Limited Partnership.

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

and net income (loss) attributable to Boston Properties Limited Partnership, as applicable, the most directly comparable GAAP financial measures, plus (1) net income (loss) attributable to noncontrolling interests, interest expense, 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 (loss) on non-real estate investment, gains (losses) from investments in securities, interest and other income (loss), gains on sales of real estate, income (loss) from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue.

and net income (loss) attributable to Boston Properties Limited Partnership.

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

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

less the Company’s partners’ share of the amount from the Company’s consolidated joint ventures (calculated based upon the partners’ economic percentage ownership interests and, in some cases, after priority allocations, income allocation to private REIT shareholders and their share of fees due to the Company).

The Company’s share of NOI from unconsolidated joint ventures, as defined above, also does not include its share of losses from early extinguishment of debt, unrealized gain on derivative instruments and gain on sale / consolidation, all of which are included within Income (Loss) from Unconsolidated Joint Ventures in the Company’s Consolidated Statements of Operations.

The Company’s internal reporting utilizes its share of NOI, which includes its share of NOI from consolidated and unconsolidated joint ventures, which is a non-GAAP financial measure that is calculated as the consolidated amount, plus the Company’s share of the amount from the Company’s unconsolidated joint ventures (calculated based upon the Company’s economic percentage ownership interest and, in some cases, after priority allocations), less the Company’s partners’ share of the amount from the Company’s consolidated joint ventures (calculated based upon the partners’ economic percentage ownership interests and, in some cases, after priority allocations, income allocation to private REIT shareholders and their share of fees due to the Company).

The Company’s share of NOI from unconsolidated joint ventures, as defined above, also does not include its share of loss from early extinguishment of debt, unrealized gain (loss) on derivative instruments, gain on sale / consolidation, gain on investment, and impairment losses on investments, all of which are included within Income (Loss) from Unconsolidated Joint Ventures in the Company’s Consolidated Statements of Operations.

Management utilizes its share of NOI in assessing its performance as the Company has several significant joint ventures and, in some cases, the Company exercises significant influence over, but does not control, the joint venture, in which case GAAP requires that the Company account for the joint venture entity using the equity method of accounting and the Company does not consolidate it for financial reporting purposes.

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Therefore, depreciation and amortization expense is not allocated among segments.

Interest expense, impairment loss, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts, corporate general and administrative expense, unrealized gain on non-real estate investment, gains from investments in securities, interest and other income (loss), income (loss) from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue are not included in NOI and are provided as reconciling items to the Company’s reconciliations of its share of NOI to net income.

Interest expense, impairment loss, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts, corporate general and administrative expense, unrealized gain (loss) on non-real estate investment, gains (losses) from investments in securities, interest and other income (loss), gains on sales of real estate, income (loss) from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue are not included in NOI and are provided as reconciling items to the Company’s reconciliations of its share of NOI to net income.

The Company’s segments are based on the Company’s method of internal reporting which classifies its operations by geographic area.

The Company’s segments by geographic area are Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC.

The Company also presents information for each segment by property type, including Premier Workplace (which includes office, life sciences and retail), Residential and Hotel.

The Company also presents information for each segment by property type, including Office (which includes office, life sciences and retail), Residential and Hotel.

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

For the three months ended June 30, 2024:

For the three months ended September 30, 2024:

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

Rental Revenue:

Premier Workplace $ 285,352 $ 18,472 $ 261,805 $ 131,709 $ 10,520 $ 105,086 $ 812,944

Office $ 300,613 $ 18,661 $ 258,295 $ 128,929 $ 10,821 $ 104,290 $ 821,609

Residential 4,219 — — 3,152 — 4,746 12,117

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Rental Expenses:

Premier Workplace 108,908 6,767 108,476 48,668 3,290 39,578 315,687

Office 107,876 7,344 111,419 52,410 3,382 39,478 321,909

Residential 1,621 — — 2,346 — 2,021 5,988

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

For the three months ended June 30, 2023:

For the three months ended September 30, 2023:

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

Rental Revenue:

Premier Workplace $ 269,464 $ — $ 262,979 $ 136,241 $ 17,060 $ 90,720 $ 776,464

Office $ 276,153 $ — $ 268,680 $ 135,839 $ 13,660 $ 91,488 $ 785,820

Residential 4,198 — — 3,214 — 4,377 11,789

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Rental Expenses:

Premier Workplace 95,597 — 102,948 48,197 3,082 35,429 285,253

Office 97,358 — 107,462 50,450 2,971 36,213 294,454

Residential 1,629 — — 2,221 — 1,888 5,738

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For the six months ended June 30, 2024:

For the nine months ended September 30, 2024:

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

Rental Revenue:

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

Office $ 866,431 $ 57,534 $ 780,909 $ 393,252 $ 32,251 $ 312,298 $ 2,442,675

Residential 12,687 — — 10,428 — 13,912 37,027

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Rental Expenses:

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

Office 321,955 20,678 327,376 148,020 9,753 118,285 946,067

Residential 4,757 — — 6,733 — 5,923 17,413

10 unchanged sentences

For the six months ended June 30, 2023:

For the nine months ended September 30, 2023:

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

Rental Revenue:

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

Office $ 815,568 $ — $ 789,851 $ 408,173 $ 44,978 $ 272,872 $ 2,331,442

Residential 12,371 — — 10,720 — 12,677 35,768

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Rental Expenses:

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

Office 293,004 — 312,895 144,732 9,013 105,908 865,552

Residential 4,782 — — 6,609 — 5,593 16,984

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Earnings Per Share / Common Unit

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

and the number of common shares used in the computation of basic earnings per share (“EPS”), which is calculated by dividing net income attributable to BXP, Inc.

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

and the number of common shares used in the computation of basic earnings per share (“EPS”), which is calculated by dividing net income (loss) attributable to BXP, Inc.

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

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Other potentially dilutive common shares, including stock options, restricted stock and other securities of BPLP that are exchangeable for BXP’s Common Stock, and the related impact on earnings, are considered when calculating diluted EPS.

Three months ended June 30, 2024

Three months ended September 30, 2024

(Numerator) Shares

9 unchanged sentences

$ 83,628 158,213 $ 0.53

Three months ended June 30, 2023

Three months ended September 30, 2023

(Numerator) Shares

2 unchanged sentences

Basic Earnings:

Net income attributable to BXP, Inc.

Net income (loss) attributable to BXP, Inc.

$ ( 111,826 ) 156,880 $ ( 0.71 )

1 unchanged sentence

Stock Based Compensation

— 392 ( 0.01 )

Diluted Earnings:

Net income attributable to BXP, Inc.

Net income (loss) attributable to BXP, Inc.

$ ( 111,826 ) 156,880 $ ( 0.71 )

Six months ended June 30, 2024

Nine months ended September 30, 2024

(Numerator) Shares

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common shareholders $ 243,126 157,547 $ 1.54

Six months ended June 30, 2023

Nine months ended September 30, 2023

(Numerator) Shares

9 unchanged sentences

common shareholders $ 70,290 157,177 $ 0.45

The following table provides a reconciliation of both the net income attributable to Boston Properties Limited Partnership and the number of common units used in the computation of basic earnings per common unit, which is calculated by dividing net income attributable to Boston Properties Limited Partnership by the weighted-average number of common units outstanding during the period.

The following table provides a reconciliation of both the net income (loss) attributable to Boston Properties Limited Partnership and the number of common units used in the computation of basic earnings per common unit, which is calculated by dividing net income (loss) attributable to Boston Properties Limited Partnership by the weighted-average number of common units outstanding during the period.

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities.

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Other potentially dilutive common units and the related impact on earnings are considered when calculating diluted earnings per common unit.

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

Three months ended June 30, 2024

Included in the number of units (the denominator) below are approximately 17,721,000 and 18,002,000 redeemable common units for the three months ended September 30, 2024 and 2023, respectively, and 18,119,000 and 17,928,000 redeemable common units for the nine months ended September 30, 2024 and 2023, respectively.

Three months ended September 30, 2024

(Numerator) Units

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Net income attributable to Boston Properties Limited Partnership $ 94,919 175,934 $ 0.54

Three months ended June 30, 2023

Three months ended September 30, 2023

(Numerator) Units

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Basic Earnings:

Net income attributable to Boston Properties Limited Partnership $ 118,098 174,748 $ 0.68

Net income (loss) attributable to Boston Properties Limited Partnership $ ( 122,696 ) 174,882 $ ( 0.70 )

Effect of Dilutive Securities:

Stock Based Compensation

— 392 ( 0.01 )

Diluted Earnings:

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

Six months ended June 30, 2024

Net income (loss) attributable to Boston Properties Limited Partnership $ ( 122,696 ) 174,882 $ ( 0.70 )

Nine months ended September 30, 2024

(Numerator) Units

9 unchanged sentences

$ 276,826 175,666 $ 1.58

Six months ended June 30, 2023

Nine months ended September 30, 2023

(Numerator) Units

18 unchanged sentences

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

During the six months ended June 30, 2024, BXP issued 83,316 shares of restricted common stock and BPLP issued 449,550 LTIP Units and 330,479 2024 MYLTIP Units to employees and non-employee directors under the 2021 Plan.

During the nine months ended September 30, 2024, BXP issued 83,316 shares of restricted common stock and BPLP issued 451,044 LTIP Units and 330,479 2024 MYLTIP Units to employees and non-employee directors under the 2021 Plan.

Employees and non-employee directors paid $ 0.01 per share of restricted common stock and $ 0.25 per LTIP Unit and 2024 MYLTIP Unit.

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The shares of restricted common stock

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

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

The LTIP Units granted were valued at approximately $ 26.7 million using a Monte Carlo simulation method model.

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

Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and MYLTIP Units was approximately $ 16.0 million and $ 14.9 million for the three months ended June 30, 2024 and 2023, respectively, and

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

At June 30, 2024, there was (1) an aggregate of approximately $ 28.9 million of unrecognized compensation expense related to unvested restricted stock and LTIP Units and (2) an aggregate of approximately $ 0.1 million of unrecognized compensation expense related to unvested 2022 - 2024 MYLTIP Units that is expected to be recognized over a weighted-average period of approximately 2.7 years.

Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and MYLTIP Units was approximately $ 4.0 million and $ 4.8 million for the three months ended September 30, 2024 and 2023, respectively, and $ 38.5 million and $ 45.7 million for the nine months ended September 30, 2024 and 2023, respectively.

At September 30, 2024, there was (1) an aggregate of approximately $ 25.4 million of unrecognized compensation expense related to unvested restricted stock and LTIP Units and (2) an aggregate of approximately $( 40,000 ) of unrecognized compensation expense related to unvested 2022 - 2024 MYLTIP Units that is expected to be recognized over a weighted-average period of approximately 2.5 years.

Subsequent Events

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

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

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

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

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

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

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

On October 5, 2024, the Company fully placed in-service 103 CityPoint, an approximately 113,000 net rentable square foot laboratory/life sciences project located in Waltham, Massachusetts.

On October 8, 2024, the Company modified the mortgage loan collateralized by its Santa Monica Business Park properties located in Santa Monica, California.

The mortgage loan had an outstanding principal balance of $ 200.0 million, bore interest at a variable rate equal to Daily Simple SOFR + 1.38 % per annum and was scheduled to mature on July 19, 2025 (See Note 6).

The modified loan is scheduled to mature on October 8, 2028 and continues to bear interest at a variable rate equal to Daily Simple SOFR + 1.38 % per annum until July 19, 2025.

Beginning July 19, 2025, the mortgage loan will bear interest at Daily Simple SOFR + 1.60 % per annum through the maturity date.

The entire principal is subject to interest rate swap contracts to fix Daily Simple SOFR at a weighted-average fixed interest rate of approximately 2.675 % per annum through April 1, 2025 (See Note 7).

The mortgage loan requires monthly interest-only payments during the term of the loan, with the entire principal due at maturity.

Santa Monica Business Park is an office park consisting of 21 buildings totaling approximately 1.2 million net rentable square feet.

On October 31, 2024, the Company completed and fully placed in-service 300 Binney Street, a laboratory/life sciences redevelopment project with approximately 236,000 net rentable square feet located in Cambridge, Massachusetts.

The property is fully leased to a life sciences tenant.

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

What changed 10-Q

Item 1. Financial Statements