What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-11-05 compared with 2024-08-05 · 489 added, 424 removed, 967 unchanged (49% of the section changed)

9 unchanged sentences

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

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

The most significant factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements include the risks and uncertainties related to adverse changes in general economic and capital market conditions, including inflation, increases in interest rates, supply chain disruptions, labor market disruptions, dislocation and volatility in capital markets, and potential longer-term changes in consumer and client behavior, sustained changes in client preferences and space utilization, as well as the other important factors below and the risks described in (i) our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 including those described under the caption “Risk Factors,” (ii) our subsequent filings under the Exchange Act and (iii) the risk factors set forth in this Form 10-Q in Part II, Item 1A.

Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

• volatile or adverse global economic and geopolitical conditions, health crises and dislocations in the credit markets could adversely affect economic conditions and/or restrict our access to cost-effective capital, which could have a material adverse effect on our business opportunities, results of operations and financial condition;

• general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases, changes in client preferences and space utilization, dependence on clients’ financial condition, and competition from other developers, owners and operators of real estate);

• general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases on attractive terms, changes in client preferences and space utilization, dependence on clients’ financial condition, and competition from other developers, owners and operators of real estate);

• failure to manage effectively our growth and expansion into new markets and sub-markets or to integrate acquisitions and developments successfully;

• the ability of our joint venture partners to satisfy their obligations;

• risks and uncertainties affecting property development and construction (including, without limitation, continued inflation, supply chain disruptions, labor shortages, construction delays, increased construction costs, cost overruns, inability to obtain necessary permits, client accounting considerations that may result in negotiated lease provisions that limit a client’s liability during construction, and public opposition to such activities);

• risks and uncertainties affecting property development and construction (including, without limitation, supply chain disruptions, labor shortages, construction delays, increased construction costs, cost overruns, inability to obtain necessary permits, client accounting considerations that may result in negotiated lease provisions that limit a client’s liability during construction, and public opposition to such activities);

• risks associated with the availability and terms of financing and the use of debt to fund acquisitions and developments or refinance existing indebtedness, including the impact of higher interest rates on the cost and/or availability of financing;

15 unchanged sentences

New risk factors emerge from time to time and it is not possible for management to predict all risk factors, nor can we assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

Given these risks and uncertainties, investors should not unduly rely on forward-looking statements as a prediction of actual results.

Investors should also refer to our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for future periods and Current Reports on Form 8-K as we file them with the SEC, and to other materials we may furnish to the public from time to time through Current Reports on Form 8-K or otherwise, for a discussion of risks and uncertainties that may cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements.

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

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

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

that develops, owns, and manages primarily premier workplaces.

3 unchanged sentences

We generate revenue and cash primarily by leasing premier workplaces to our clients.

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

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

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

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

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

Today, clients and

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

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

We consider premier workplaces to be well-located buildings that are modern structures or have been modernized to compete with newer buildings, are professionally managed and maintained, and offer a number and type of amenities that are in high demand by clients that are focused on the importance of the physical work environment in recruiting and retaining the best and brightest employees.

As such, these properties attract creditworthy clients and command upper-tier rental rates in their markets.

We do not consider the expression “premier workplaces” a classification of our properties in accordance with any standard listing criteria in the real estate industry.

We therefore caution investors that our use and definition of “premier workplaces” may be different than the use and definition of similar expressions and traditional classifications that may be used by other companies.

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

This strategy is more valuable than ever as our clients are interested in premier workplaces in vibrant, amenitized, accessible and high-demand workplaces to encourage more in-person work.

This interest has resulted in the acceleration of flight to quality in the office industry.

Over the past several years, BXP’s experience and performance has diverged from the larger market and media sentiment, as premier workplaces have outperformed the broader office market consistently and substantially.

We believe this strategy provides a competitive advantage that helps BXP distinguish itself from competitors as our clients are interested in leasing space in vibrant, amenitized and accessible premier workplaces to encourage more in-person work.

This interest has accelerated the flight to quality in the office industry.

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

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

Premier workplaces in our five traditional central business district (“CBD”) markets (Boston, New York, San Francisco, Seattle and Washington, DC) have consistently outperformed the broader office market in those CBDs on several key metrics, including occupancy, net absorption levels, rental rates and landlord concessions.

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

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

As of September 30, 2024, these CBD assets are 90.1% occupied and 92.1% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with generally accepted accounting principles (“GAAP”)).

For a detailed discussion of our share of NOI, including the reasons management believes the metric is useful to investors and a reconciliation to the most comparable GAAP measure, see page 39 .

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

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

In this regard, we believe that our competitive leasing advantage is based on the following attributes:

• our understanding of our client’s short- and long-term space utilization and amenity needs in the local markets;

• our track record of developing and operating premier workplaces in a sustainable and responsible manner;

• our reputation as a high-quality developer, owner and manager of premier workplaces in our markets;

• our financial strength, including our ability to fund our share of lease obligations and maintain premier building standards;

• our relationships with local brokers.

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

interest rates and corporate earnings growth.

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

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

Treasury Note.

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

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

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

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

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

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

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

We expect our leasing,

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

As of September 30, 2024, the weighted-average remaining lease term (1) for our in-place leases, based on square feet, including those signed by our unconsolidated joint ventures but excluding residential units, was approximately 7.6 years, and (2) for our 20 largest clients, based on square feet, was approximately 10.0 years.

We believe the most important market forces driving occupancy, rental rates and earnings for BXP are interest rates, corporate earnings growth, return-to-office behaviors, and outperformance of premier workplaces, all of which are currently trending in BXP’s favor, serving as tailwinds for BXP’s performance.

In particular, corporate earnings growth is an important driver for BXP’s performance given its correlation to leasing activity.

After remaining flat for all of 2023, S&P 500 earnings, which are viewed as a proxy for corporate health, are expected to grow 9.9% in 2024.

Our experience tells us that companies with earnings growth are much more likely to invest, hire and expand their leased space, as demonstrated in BXP’s growing leasing volumes this year.

We do not currently see evidence of a looming recession in the decision-making of our clients.

Return-to-office behaviors continue to improve in the cities in which we operate.

Several large companies have recently announced more stringent in-office work requirements for their employees, and 84% of the CEOs surveyed in a recent third-party study believe there will be a full return-to-office work at their companies within three years, up from 64% of those surveyed just one year ago.

The reasons cited by the CEOs include concerns about diminished collaboration, innovation and productivity, inadequate supervision and training for younger employees, and the cost of maintaining vacant offices.

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

• labor market conditions shift, which has gradually increased employer demand for mandatory in-person workdays;

• volatility in the capital markets has led companies to be more reticent in their capital outlays, including capital required for leasing new space;

• our capital costs have increased due to higher interest rates and credit spreads, and private market debt financing, both for construction and existing assets, is significantly more challenging to arrange;

• volatility in the capital markets has led companies to be more reticent in their capital outlays and slowed down decision-making, including capital required for leasing new space;

• private market debt financing, both for construction and existing assets, is significantly more challenging to arrange;

• construction costs have increased and, although much of the cost for our active development pipeline is fixed, the cost of potential future construction activity continues to increase.

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

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

We remain focused on the following strategies:

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

We remain focused on:

• continuing to embrace our leadership position in the premier workplace segment and leveraging our strength in portfolio quality, client relationships, development skills, market penetration and sustainability to profitably build market share;

2 unchanged sentences

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

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

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

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

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

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

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

Leasing Activity and Occupancy

We are experiencing an improving operating environment.

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

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

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

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

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

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

In this regard, we believe that our competitive leasing advantage is based on the following attributes:

• our understanding of our client’s short- and long-term space utilization and amenity needs in the local markets;

• our track record of developing and operating premier workplaces in a sustainable and responsible manner;

• our reputation as a high-quality developer, owner and manager of premier workplaces in our markets;

• our financial strength, including our ability to fund our share of lease obligations and maintain premier building standards;

• our relationships with local brokers.

Overall, the environments in which we operate are improving.

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

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

In the third quarter of 2024, we executed 74 leases totaling more than 1.1 million square feet with a weighted-average lease term of approximately 7.2 years.

We signed leases for a total of approximately 3.3 million square feet in the first three quarters of 2024, representing a 25% increase compared to the same period in 2023.

BXP’s CBD portfolio was 90.1% occupied and 92.1% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP) at September 30, 2024.

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

For a detailed

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

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

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

For a detailed discussion of our share of NOI, including the reasons management believes the metric is useful to investors and a reconciliation to the most comparable GAAP measure, see page 39 .

The overall occupancy of our in-service office and retail properties was 87.0% at September 30, 2024, a decrease of 10 basis points from June 30, 2024.

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

Including vacant space for which we have signed leases that have not yet commenced revenue recognition in accordance with GAAP, our in-service office and retail properties were approximately 89.1% leased at June 30, 2024.

Investment Activity

1 unchanged sentence

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

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

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

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

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

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

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

Our pipeline of potential opportunities is growing, including property and note acquisitions, sites with near term preleasing potential and new residential developments.

No agreements are imminent, but we are encouraged by the activity.

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

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

As of September 30, 2024, our development/redevelopment pipeline consisted of nine properties that, when completed, we expect will total approximately 2.7 million net rentable square feet.

Our share of the estimated total cost for these projects is approximately $2.2 billion, of which approximately $1.1 billion remains to be invested.

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

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

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

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

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

The commercial space in the pipeline, which excludes the residential projects, was 54% pre-leased as of October 31, 2024.

In the third quarter of 2024, we completed and fully placed in-service 180 CityPoint, an approximately 329,000 square foot laboratory/life sciences project located in Waltham, Massachusetts.

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

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

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

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

In addition, the BXP regional teams are pursuing alternative uses for some of our suburban land holdings, which includes vacant office buildings for which the highest and best use may not be office.

We are currently in active negotiations for the disposition of three land positions which, if successful, would generate approximately $70.0 million of proceeds in 2025.

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

A brief overview of each of our markets follows.

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

During the third quarter of 2024, we executed approximately 647,000 square feet of leases and approximately 421,000 square feet of leases commenced in the Boston region.

Approximately 279,000 square feet of the leases that commenced had been vacant for less than one year and represent an increase in net rental obligations of approximately 3.1% over the prior leases.

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

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

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

As of September 30, 2024, our approximately 8.4 million square foot Boston CBD in-service portfolio was approximately 95.3% occupied and approximately 97.2% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

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

As of September 30, 2024, our Route 128-Mass Turnpike in-service portfolio is comprised of approximately 4.7 million square feet and was approximately 77.1% occupied and approximately 79.2% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

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

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

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

As of September 30, 2024, our LA in-service properties were approximately 84.9% occupied and 86.3% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

During the third quarter of 2024, we executed approximately 143,000 square feet of leases in the New York region and approximately 641,000 square feet of leases commenced.

Approximately 551,000 square feet of the leases that commenced had been vacant for less than one year, and they represent a decrease in net rental obligations of approximately 10.6% over the prior leases.

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

As of September 30, 2024, our New York CBD in-service portfolio was approximately 88.9% occupied and approximately 92.6% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

San Francisco

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

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

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

During the third quarter of 2024, we executed leases for approximately 109,000 square feet and approximately 90,000 square feet commenced in the San Francisco region.

Approximately 25,000 square feet of leases that commenced had been vacant for less than one year and represent a decrease in net rental obligations of approximately 6.7% over the prior leases.

As of September 30, 2024, our San Francisco CBD in-service properties were approximately 84.2% occupied and approximately 84.5% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

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

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

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

Washington, DC

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

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

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

During the third quarter of 2024, we executed leases for approximately 155,000 square feet and leases for approximately 66,000 square feet commenced in the Washington, DC region.

Leases for approximately 14,000 square feet that commenced had been vacant for less than one year and represent a decrease in net rental obligations of approximately 15.3% over the prior leases.

As of September 30, 2024, our Washington, DC CBD in-service properties were approximately 88.0% occupied and approximately 90.1% leased (inclusive of vacant space with signed leases that have not yet commenced in accordance with GAAP).

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

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

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

As of September 30, 2024, our Reston CBD portfolio was approximately 94.5% occupied and approximately 96.6% leased (inclusive of vacant space with signed leases that have not yet commenced in accordance with GAAP).

Leasing Statistics

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

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

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

Three months ended September 30, 2024 Nine months ended September 30, 2024

(Square Feet)

21 unchanged sentences

__________________

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

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

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

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

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

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

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

(1) Total square feet of properties taken out of service during the three months ended September 30, 2024 consists of 205,355 square feet at 1100 Winter Street and 111,183 square feet at Kingstowne One.

Total square feet of properties taken out of service during the nine months ended September 30, 2024 consists of 205,355 square feet at 1100 Winter Street, 162,274 square feet at 1050 Winter Street, 111,183 square feet at Kingstowne One, 71,420 square feet at 15825 Shady Grove Road and 30,000 square feet at 17 Hartwell Avenue.

(2) Total square feet of properties placed in service during the three months ended September 30, 2024 consists of 187,048 square feet at 180 CityPoint and 22,365 square feet at 651 Gateway.

Total square feet of properties placed in service during the nine months ended September 30, 2024 consists of 187,048 square feet at 180 CityPoint, 117,907 square feet at 760 Boylston Street and 67,017 square feet at 651 Gateway.

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

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

The total square feet of leases e xecuted and for which revenue recognition commenced during the three and nine months ended September 30, 2024 are 319,985 and 796,152 square feet, respectively.

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

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

Of the 1,190,695 and 3,054,819 square feet of second generation leases that commenced during the three and nine months ended September 30, 2024, respectively, leases for 881,793 and 2,278,081 square feet, respectively, were signed in prior periods.

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

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

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

(7) Represents the increase (decrease) in gross rent (base rent plus expense reimbursements) on the new versus expired leases on the 896,196 and 2,323,471 square feet of second generation leases that had been occupied within the prior 12 months for the three and nine months ended September 30, 2024, respectively;

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

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

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

(8) Represents the increase (decrease) in net rent (gross rent less operating expenses) on the new versus expired leases on the 896,196 and 2,323,471 square feet of second generation leases that had been occupied within the prior 12 months for the three and nine months ended September 30, 2024, respectively.

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

Development activities

• On July 17, 2024, we 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, we fully placed in-service 180 CityPoint, an approximately 329,000 net rentable square foot laboratory/life sciences project located in Waltham, Massachusetts.

Pending disposition activity

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

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

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

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

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

Development activity

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

Lease activity

• We have a ground lease for the land underlying our residential property, The Skylyne, in Oakland, California.

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

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

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

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

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

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

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

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

Unconsolidated joint ventures activity

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

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

On June 7, 2024, the loan was extended an additional 60 days.

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

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

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

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

Debt activities

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

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

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

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

The commercial paper program is backstopped by available capacity under BPLP's unsecured revolving credit facility (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.

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

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

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

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

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

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

• On July 22, 2024, we executed an amendment to an agreement with a third-party developer for the sale of a portion of our Shady Grove property for an aggregate gross sale price of approximately $24.7 million (See Note 3 to the Consolidated Financial Statements).

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

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.

Unconsolidated joint ventures activities

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

3 unchanged sentences

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

• On August 8, 2024, a joint venture in which we have a 71.11% ownership interest partially placed in-service 360 Park Avenue South, a 20-story, premier workplace building with ground floor retail located in New York City, New York, aggregating approximately 450,000 net rentable square feet.

Debt activities

• 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.

• 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 our 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.

The 2024 Unsecured Term Loan bears interest at a variable rate, matures on September 26, 2025 with three, one-year extension options, subject to customary conditions (See Note 6 to the Consolidated Financial Statements).

The interest rate is subject to an existing interest rate swap to fix Daily Simple SOFR at a fixed interest rate of approximately 2.688% per annum for a period that ends on April 1, 2025.

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

• On October 5, 2024, we 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, we modified the SMBP Loan.

The SMBP 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 “ Debt Activities ” above).

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 to the Consolidated Financial Statements).

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, we 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 client.

Critical Accounting Estimates

4 unchanged sentences

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

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

Results of Operations for the Nine Months Ended September 30, 2024 and 2023

Net income attributable to BXP, Inc.

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

and net income attributable to Boston Properties Limited Partnership increased by approximately $172.8 million and $192.6 million, respectively, for the nine months ended September 30, 2024 compared to 2023, as set forth in the following tables and for the reasons discussed below under the heading “ Comparison of the nine months ended September 30, 2024 to the nine months ended September 30, 2023” within “ Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations .”

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

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

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

For a detailed discussion of Net Operating Income (“NOI”), including the reasons management believes NOI is useful to investors, see page 61 .

Six months ended June 30,

Nine months ended September 30,

2024 2023 Increase/

17 unchanged sentences

Interest and other income (loss) 39,747 48,999 (9,252) (18.88) %

Gains on sales of real estate 517 517 — — %

Income (loss) from unconsolidated joint ventures 6,376 (261,793) 268,169 102.44 %

13 unchanged sentences

Net Operating Income $ 1,528,615 $ 1,496,376 $ 32,239 2.15 %

Six months ended June 30,

Nine months ended September 30,

2024 2023 Increase/

14 unchanged sentences

Interest and other income (loss) 39,747 48,999 (9,252) (18.88) %

Gains on sales of real estate 517 517 — — %

Income (loss) from unconsolidated joint ventures 6,376 (261,793) 268,169 102.44 %

13 unchanged sentences

Net Operating Income $ 1,528,615 $ 1,496,376 $ 32,239 2.15 %

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

At September 30, 2024 and 2023, we owned or had joint venture interests in a portfolio of 184 and 190 commercial real estate properties, respectively (in each case, the “Total Property Portfolio”).

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

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

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

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

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

2 unchanged sentences

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

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

and net income attributable to Boston Properties Limited Partnership, 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), 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.

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

12 unchanged sentences

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

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

Comparison of the nine months ended September 30, 2024 to the nine months ended September 30, 2023

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

The Same Property Portfolio consists of 127 properties totaling approximately 40.3 million net rentable square feet, excluding unconsolidated joint ventures.

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

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

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

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

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

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

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

Same Property Portfolio Properties Acquired Portfolio Properties

23 unchanged sentences

(2) For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 61.

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

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

Residential Net Operating Income for the nine months ended September 30, 2024 and 2023 is comprised of Residential Revenue of $37,027 and $35,768 less Residential Expenses of $17,413 and $16,984, respectively.

Hotel Net Operating Income for the nine months ended September 30, 2024 and 2023 is comprised of Hotel Revenue of $38,080 and $35,554 less Hotel Expenses of $25,687 and $23,852, respectively, per the Consolidated Statements of Operations.

Same Property Portfolio

Lease Revenue (Excluding Termination Income)

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

Lease revenue (excluding termination income) from the Same Property Portfolio decreased by approximately $24.1 million for the nine months ended September 30, 2024 compared to 2023.

The decrease was a result of our average occupancy decreasing from 90.9% to 89.0%, resulting in a decrease of approximately $45.8 million, partially offset by revenue per square foot increasing by approximately $0.82, contributing approximately $21.7 million.

Termination Income

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

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

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

Termination income increased by approximately $5.8 million for the nine months ended September 30, 2024 compared to 2023.

Termination income for the nine months ended September 30, 2024 related to 24 clients across the Same Property Portfolio and totaled approximately $8.4 million, which was primarily related to a retail client that terminated its lease early in Boston.

Termination income for the nine months ended September 30, 2023 related to 22 clients across the Same Property Portfolio and totaled approximately $2.6 million, which was primarily related to clients that terminated leases early in Seattle and Washington, DC.

Parking and Other Revenue

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

Parking and other revenue increased by approximately $12.9 million for the nine months ended September 30, 2024 compared to 2023.

Parking and other revenue increased by approximately $1.0 million and $11.9 million, respectively.

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

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

Real Estate Operating Expenses

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

The increase in repairs and maintenance was primarily in Boston.

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

Real estate operating expenses from the Same Property Portfolio increased by approximately $45.3 million, or 5.4%, for the nine months ended September 30, 2024 compared to 2023, due primarily to increases in (1) repairs and maintenance of approximately $15.1 million, or 11.0%, (2) utilities fluctuation of approximately $8.7 million, or 10.1%, and (3) increases in other real estate operating expenses of approximately $12.6 million, or 2.0%.

The increase in repairs and maintenance related primarily to properties in our Boston region.

The increase in utilities related primarily to properties in our New York City region.

In addition, approximately $8.9 million of the increase related to marketing and operating expenses associated with the View Boston observatory.

Properties Acquired Portfolio

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

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

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

Rental revenue and real estate operating expenses increased by approximately $82.1 million and $29.8 million, respectively, for the nine months ended September 30, 2024 compared to 2023, as detailed below.

Square Feet Rental Revenue Real Estate Operating Expenses

5 unchanged sentences

______________

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

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

Properties Placed In-Service Portfolio

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

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

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

Rental revenue and real estate operating expenses from our Properties Placed In-Service Portfolio increased by approximately $30.4 million and $8.5 million, respectively, for the nine months ended September 30, 2024 compared to 2023, as detailed below.

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

3 unchanged sentences

140 Kendrick Street - Building A Third Quarter, 2023 Third Quarter, 2023 104,166 5,787 1,505 4,282 1,820 545 1,275

180 CityPoint Third Quarter, 2023 N/A 329,000 6,848 — 6,848 2,788 — 2,788

180 CityPoint Third Quarter, 2023 Third Quarter, 2024 329,195 10,475 — 10,475 4,313 — 4,313

103 CityPoint (1) Fourth Quarter, 2023 N/A 113,000 2 — 2 531 — 531

760 Boylston Street Second Quarter, 2024 Second Quarter, 2024 118,000 4,613 — 4,613 528 — 528

Reston Next Office Phase II Third Quarter, 2024 N/A 90,000 — — — 11 — 11

1,230,210 $ 47,771 $ 17,416 $ 30,355 $ 15,833 $ 7,297 $ 8,536

______________

(1) On October 5, 2024, 103 CityPoint was fully placed in-service.

Properties in or Held for Development or Redevelopment Portfolio

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

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

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

Rental revenue from our Properties in or Held for Development or Redevelopment Portfolio increased by approximately $4.2 million and real estate operating expenses decreased by approximately $3.2 million for the nine months ended September 30, 2024 compared to 2023, as detailed below.

Rental Revenue Real Estate Operating Expenses

7 unchanged sentences

171 Dartmouth Street March 28, 2024 N/A — — — 174 — 174

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

1050 and 1100 Winter Street (4) (5) March 31, 2024 455,000 9,548 3,237 6,311 4,269 4,553 (284)

17 Hartwell Avenue (4) June 30, 2024 30,000 604 1,411 (807) 323 378 (55)

Kingstowne One (4) September 30, 2024 154,000 1,594 1,675 (81) 1,000 1,072 (72)

1,299,000 $ 12,585 $ 8,368 $ 4,217 $ 8,119 $ 11,299 $ (3,180)

2 unchanged sentences

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

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

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

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

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

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

(3) On October 31, 2024, 300 Binney Street was fully placed in service.

(4) Lexington Office Park, 1050 and 1100 Winter Street, 17 Hartwell Avenue, Kingstowne One and a portion of Shady Grove Innovation District are no longer considered “in-service” because each property’s occupied percentage is less than 50% and we are no longer actively leasing the properties in anticipation of a future development/redevelopment.

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

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

(5) 1100 Winter Street was taken out of service as of September 30, 2024.

Rental revenue at 1100 Winter Street for the nine months ended September 30, 2024 includes approximately $6.4 million of termination income.

Residential Net Operating Income

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

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

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

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

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

15 unchanged sentences

Hotel Net Operating Income

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

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

The Boston Marriott Cambridge hotel had net operating income of approximately $12.4 million for the nine months ended September 30, 2024, representing an increase of approximately $0.7 million compared to the nine months ended September 30, 2023.

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

Occupancy 78.1 % 73.5 % 6.3 %

3 unchanged sentences

Development and Management Services Revenue

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

Development and management services revenue decreased by approximately $8.8 million for the nine months ended September 30, 2024 compared to 2023.

Development services revenue and management services revenue decreased by approximately $4.6 million and $4.2 million, respectively.

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

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

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

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

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

General and Administrative Expense

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

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

General and administrative expense decreased by approximately $3.9 million for the nine months ended September 30, 2024 compared to 2023 primarily due to decreases in compensation expense and other general and administrative expenses of approximately $3.2 million and $0.7 million, respectively.

The decrease in compensation expense related to an approximately $5.7 million decrease in other compensation expenses, partially offset by an approximately $2.5 million increase in the value of our deferred compensation plan.

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

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

Capitalized wages for each of the nine months ended September 30, 2024 and 2023 were approximately $13.2 million and $13.5 million, respectively.

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

Transaction Costs

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

Transaction costs decreased by approximately $1.1 million for the nine months ended September 30, 2024 compared to 2023.

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

4 unchanged sentences

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

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

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

Depreciation and amortization expense increased by approximately $42.4 million for the nine months ended September 30, 2024 compared to 2023, as detailed below.

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

2024 2023 Change

6 unchanged sentences

_____________

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

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

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

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

(1) During the nine months ended September 30, 2023, the Kendall Center Blue Parking Garage was taken out of service and demolished to support the development of 290 Binney Street, an approximately 573,000 net rentable square foot

laboratory/life sciences project in Cambridge, Massachusetts.

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

Depreciation and amortization expense increased by approximately $42.6 million for the nine months ended September 30, 2024 compared to 2023, as detailed below.

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

2024 2023 Change

6 unchanged sentences

_____________

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

As a result, during the nine months ended September 30, 2023, BPLP recorded approximately $0.6 million of accelerated depreciation expense for the demolition of the garage.

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

3 unchanged sentences

Income (Loss) from Unconsolidated Joint Ventures

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

For the nine months ended September 30, 2024 compared to 2023, income (loss) from unconsolidated joint ventures increased by approximately $268.2 million primarily due to the recognition of non-cash impairment charges related to our investments in 360 Park Avenue South, 200 Fifth Avenue, Platform 16, and Safeco Plaza aggregating approximately $272.6 million during the nine months ended September 30, 2023, partially offset by an approximately $35.8 million gain on investment related to our Metropolitan Square joint venture interest.

Neither of these items recurred during the nine months ended September 30, 2024.

Gains on Sales of Real Estate

The $0.5 million gains on sale of real estate for the nine months ended September 30, 2024 and 2023 were related to the sale of real estate occurring in prior periods.

Gains on sales of real estate may differ between BXP and BPLP as a result of previously applied acquisition accounting by BXP for the issuance of common stock in connection with non-sponsor OP Unit redemptions by BPLP.

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

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

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

Interest and Other Income (Loss)

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

Interest and other income (loss) decreased by approximately $9.3 million for the nine months ended September 30, 2024 compared to 2023, due primarily to a decrease in our outstanding cash balances.

Gains from Investments in Securities

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

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

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

2 unchanged sentences

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

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

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

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

During the nine months ended September 30, 2024 and 2023, we recognized gains of approximately $4.8 million and $2.3 million, respectively, on these investments.

By comparison, our general and administrative expense decreased by approximately $4.8 million and $2.3 million during the nine months ended September 30, 2024 and 2023, respectively, as a result of decreases in our liability under our deferred compensation plans that was associated with the performance of the specific investments selected by officers and former non-employee directors of BXP participating in the plans.

Unrealized Gain on Non-Real Estate Investment

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

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

As a result, during the nine months ended September 30, 2024 and 2023, we recognized an unrealized gain of approximately $0.5 million and $0.3 million, respectively, due to the observable changes in the fair value of the investments.

Impairment Loss

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

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

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

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

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

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

Interest Expense

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

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

Interest expense increased by approximately $50.2 million for the nine months ended September 30, 2024 compared to 2023, as detailed below.

Component Change in interest expense for the nine months ended September 30, 2024 compared to September 30, 2023

(in thousands)

3 unchanged sentences

Unsecured commercial paper (2) 12,263

Decrease in capitalized interest related to development projects 1,544

Issuance of $850 million in aggregate principal of 5.750% senior notes due 2035 on August 26, 2024 4,754

Amortization expense of financing fees 157

Total increases to interest expense 90,946

Decrease to interest expense due to:

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

Decreases to interest expense due to:

Repayment of $700 million in aggregate principal of 3.800% senior notes due 2024 on February 1, 2024 (17,890)

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

Repayment of $500 million in aggregate principal of 3.125% senior notes due 2023 on September 1, 2023 (10,672)

Decrease in interest associated with unsecured term loans and the unsecured credit facility, net (7,646)

Decrease in interest due to finance leases (3,443)

Other interest expense (excluding senior notes) (709)

Total decrease to interest expense (27,570)

Increase in capitalized interest related to development projects (351)

Total decreases to interest expense (40,711)

Total change in interest expense $ 50,235

4 unchanged sentences

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

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

Interest capitalized for the nine months ended September 30, 2024 and 2023 was approximately $31.3 million and $30.8 million, respectively.

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

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

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

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

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

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

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

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

In addition, we have the $100.0 million 2024 Unsecured Term Loan and $800.0 million of mortgage notes collateralized by Santa Monica Business Park and our 325 Main Street, 355 Main Street, 90 Broadway and Cambridge East Garage (also known as Kendall Center Green Garage) properties that bore interest at variable rates, which have all been hedged with interest rates swaps to fix SOFR for all or a portion of, the applicable debt term.

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

Noncontrolling Interests in Property Partnerships

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

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

Noncontrolling interests in property partnerships decreased by approximately $9.1 million for the nine months ended September 30, 2024 compared to 2023, as detailed below.

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

2024 2023 Change

10 unchanged sentences

______________

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

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

(2) The decrease was primarily attributable to a decrease in lease revenue from our clients and depreciation and amortization expense related to new and expiring clients.

(3) Property is held for future development.

1 unchanged sentence

Noncontrolling Interest—Common Units of the Operating Partnership

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

For BXP, noncontrolling interest—common units of the Operating Partnership increased by approximately $20.0 million for the nine months ended September 30, 2024 compared to 2023 due primarily to an increase in allocable income, which was primarily the result of recognizing a non-cash impairment charge related to our investment in unconsolidated joint ventures during the nine months ended September 30, 2023 that did not recur during the nine months ended September 30, 2024.

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

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

Net income attributable to BXP, Inc.

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

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

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

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

Net income (loss) attributable to BXP, Inc.

and net income (loss) attributable to Boston Properties Limited Partnership increased approximately $195.5 million and $217.6 million, respectively, for the three months ended September 30, 2024 compared to 2023, as detailed in the following tables and for the reasons discussed below under the heading “ Comparison of the three months ended September 30, 2024 to the three months ended September 30, 2023” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

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

For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 73.

Three months ended June 30,

Three months ended September 30,

2024 2023 Increase/

(in thousands)

Net Income Attributable to BXP, Inc.

Net Income (Loss) Attributable to BXP, Inc.

$ 83,628 $ (111,826) $ 195,454 174.78 %

Net Income Attributable to Noncontrolling Interests:

Net Income (Loss) Attributable to Noncontrolling Interests:

Noncontrolling interest—common units of the Operating Partnership

2 unchanged sentences

15,237 20,909 (5,672) (27.13) %

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

Net Income (Loss) 108,452 (103,543) 211,995 204.74 %

Other Expenses:

2 unchanged sentences

Other Income:

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

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

Unrealized gain (loss) on non-real estate investment 94 (51) 145 284.31 %

Gains (losses) from investments in securities 2,198 (925) 3,123 337.62 %

Interest and other income (loss)

14,430 20,715 (6,285) (30.34) %

Gains on sales of real estate 517 517 — — %

Other Expenses:

12 unchanged sentences

Net Operating Income $ 511,078 $ 501,881 $ 9,197 1.83 %

Three months ended June 30,

Three months ended September 30,

2024 2023 Increase/

(in thousands)

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

Net Income (Loss) Attributable to Boston Properties Limited Partnership $ 94,919 $ (122,696) $ 217,615 177.36 %

Net Income Attributable to Noncontrolling Interests:

1 unchanged sentence

15,237 20,909 (5,672) (27.13) %

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

Net Income (Loss) 110,156 (101,787) 211,943 208.22 %

Other Expenses:

3 unchanged sentences

Other Income:

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

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

Unrealized gain (loss) on non-real estate investment 94 (51) 145 284.31 %

Gains (losses) from investments in securities 2,198 (925) 3,123 337.62 %

Interest and other income (loss)

14,430 20,715 (6,285) (30.34) %

Gains on sales of real estate 517 517 — — %

Other Expenses:

12 unchanged sentences

Net Operating Income $ 511,078 $ 501,881 $ 9,197 1.83 %

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

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

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

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

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

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

1 unchanged sentence

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

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

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

and net income attributable to Boston Properties Limited Partnership.

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, loss from unconsolidated joint ventures, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts and corporate general and administrative expense less (2) unrealized gain (loss) on non-real estate investment, gains (losses) from investments in securities, interest and other income (loss), gains on sales of real estate, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue.

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

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

2 unchanged sentences

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

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

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

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

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

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

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

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

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

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

2 unchanged sentences

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

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

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

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

The Same Property Portfolio consists of 128 properties totaling approximately 40.8 million net rentable square feet, excluding unconsolidated joint ventures.

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

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

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

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

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

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

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

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

Same Property Portfolio Properties

26 unchanged sentences

(2) For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 73.

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

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

Residential Net Operating Income for the three months ended September 30, 2024 and 2023 is comprised of Residential Revenue of $12,117 and $11,789 less Residential Expenses of $5,988 and $5,738, respectively.

Hotel Net Operating Income for the three months ended September 30, 2024 and 2023 is comprised of Hotel Revenue of $15,082 and $13,484 less Hotel Expenses of $9,833 and $9,020, respectively, per the Consolidated Statements of Operations.

Same Property Portfolio

Lease Revenue (Excluding Termination Income)

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

Lease revenue (excluding termination income) from the Same Property Portfolio decreased by approximately $7.6 million for the three months ended September 30, 2024 compared to 2023.

The decrease was a result of our average occupancy decreasing from 90.6% to 88.2%, resulting in a decrease of approximately $20.0 million, partially offset by our average revenue per square foot increasing by approximately $1.54, contributing approximately $12.4 million.

Termination Income

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

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

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

Termination income increased by approximately $3.1 million for the three months ended September 30, 2024 compared to 2023.

Termination income for the three months ended September 30, 2024 related to eight clients across the Same Property Portfolio and totaled approximately $5.7 million, which was primarily related to a retail client that terminated its lease early in Boston.

Termination income for the three months ended September 30, 2023 related to 10 clients across the Same Property Portfolio and totaled approximately $2.6 million, which was primarily related to clients that terminated leases early in Seattle and Washington, DC.

Parking and Other Revenue

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

Parking and other revenue increased by approximately $1.8 million for the three months ended September 30, 2024 compared to 2023.

Parking and other revenue increased by approximately $0.1 million and $1.7 million, respectively.

1 unchanged sentence

Real Estate Operating Expenses

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

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

Real estate operating expenses from the Same Property Portfolio increased by approximately $15.3 million, or 5.3%, for the three months ended September 30, 2024 compared to 2023, due primarily to increases in (1)utilities of approximately $4.3 million, or 13.9%, (2) repairs and maintenance of approximately $4.3 million, or 9.2%, and (3) other real estate operating expenses of approximately $4.1 million, or 1.9%.

The increase in utilities related primarily to properties in our New York City region.

The increase in repairs and maintenance related primarily to properties in our Boston region.

In addition, there was an approximately $2.6 million increase related to the marketing and operating expenses associated with the View Boston observatory.

Properties Acquired Portfolio

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

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

The table below lists the properties acquired between July 1, 2023 and September 30, 2024.

Rental revenue and real estate operating expenses increased by approximately $27.0 million and $10.4 million, respectively, for the three months ended September 30, 2024 compared to 2023, as detailed below.

Square Feet Rental Revenue Real Estate Operating Expenses

5 unchanged sentences

Properties Placed In-Service Portfolio

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

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

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

Rental revenue and real estate operating expenses from our Properties Placed In-Service Portfolio increased by approximately $6.4 million and $2.1 million, respectively, for the three months ended September 30, 2024 compared to 2023, as detailed below.

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

1 unchanged sentence

(dollars in thousands)

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

140 Kendrick Street - Building A Third Quarter, 2023 Third Quarter, 2023 104,166 $ 1,976 $ 1,505 $ 471 $ 671 $ 545 $ 126

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

180 CityPoint Third Quarter, 2023 Third Quarter, 2024 329,195 3,627 — 3,627 1,525 — 1,525

103 CityPoint (1) Fourth Quarter, 2023 N/A 113,000 1 — 1 155 — 155

760 Boylston Street Second Quarter, 2024 Second Quarter, 2024 118,000 2,290 — 2,290 242 — 242

Reston Next Office Phase II Third Quarter, 2024 N/A 90,000 — — — 11 — 11

754,361 $ 7,894 $ 1,505 $ 6,389 $ 2,604 $ 545 $ 2,059

______________

(1) On October 5, 2024, 103 CityPoint was fully placed in-service.

Properties in or Held for Development or Redevelopment Portfolio

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

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

Rental Revenue Real Estate Operating Expenses

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

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

Rental revenue from our Properties in or Held for Development or Redevelopment Portfolio increased by approximately $5.1 million and real estate operating expenses decreased by approximately $0.3 million for the three months ended September 30, 2024 compared to 2023, as detailed below.

Date Commenced Held for Development / Redevelopment Rental Revenue Real Estate Operating Expenses

Name Square Feet 2024 2023 Change 2024 2023 Change

(dollars in thousands)

3 unchanged sentences

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

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

1050 and 1100 Winter Street (2) (3) March 31, 2024 455,000 7,260 1,050 6,210 1,281 1,466 (185)

17 Hartwell Avenue (2) June 30, 2024 30,000 (10) 472 (482) 103 127 (24)

Kingstowne One (2) September 30, 2024 154,000 419 632 (213) 324 365 (41)

1,063,000 $ 7,974 $ 2,856 $ 5,118 $ 2,600 $ 2,906 $ (306)

2 unchanged sentences

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

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

(2) Lexington Office Park, 1050 and 1100 Winter Street, 17 Hartwell Avenue, Kingstowne One and a portion of Shady Grove Innovation District are no longer considered “in-service” because each property’s occupied percentage is less than 50% and we are no longer actively leasing the property in anticipation of a future development/redevelopment.

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

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

(3) 1100 Winter Street was taken out of service as of September 30, 2024.

Rental revenue at 1100 Winter Street for the three months ended September 30, 2024 includes approximately $6.4 million of termination income.

Residential Net Operating Income

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

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

Net operating income for our residential same properties increased by approximately $78,000 for the three months ended September 30, 2024 compared to 2023.

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

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

15 unchanged sentences

Hotel Net Operating Income

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

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

The Boston Marriott Cambridge hotel had net operating income of approximately $5.2 million for the three months ended September 30, 2024, representing an increase of approximately $0.8 million compared to the three months ended September 30, 2023.

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

Occupancy 82.7 % 81.6 % 1.3 %

3 unchanged sentences

Development and Management Services Revenue

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

Development and management services revenue decreased by approximately $2.5 million for the three months ended September 30, 2024 compared to 2023.

Development services revenue and management services revenue decreased by approximately $1.5 million and $1.0 million, respectively.

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

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

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

General and Administrative Expense

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

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

General and administrative expense increased by approximately $1.9 million for the three months ended September 30, 2024 compared to 2023 primarily due to an increase in compensation expense of approximately $2.6 million, partially offset by an approximately $0.7 million decrease in other general and administrative expenses.

The increase in compensation expense related to an approximately $3.1 million increase in the value of our deferred compensation plan partially offset by an approximately $0.5 million decrease in other compensation expenses.

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

Capitalized wages for the three months ended September 30, 2024 and 2023 were approximately $4.2 million and $4.4 million, respectively.

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

Transaction Costs

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

Transaction costs decreased by approximately $0.6 million for the three months ended September 30, 2024 compared to 2023.

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

4 unchanged sentences

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

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

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

Depreciation and amortization expense increased by approximately $15.5 million for the three months ended September 30, 2024 compared to 2023, as detailed below.

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

2024 2023 Change

5 unchanged sentences

$ 222,890 $ 207,435 $ 15,455

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

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

Depreciation and amortization expense increased by approximately $15.5 million for the three months ended September 30, 2024 compared to 2023, as detailed below.

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

2024 2023 Change

10 unchanged sentences

Loss from Unconsolidated Joint Ventures

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

For the three months ended September 30, 2024 compared to 2023, loss from unconsolidated joint ventures decreased by approximately $240.5 million primarily due to the recognition of non-cash impairment charges related to our investments in 360 Park Avenue South, 200 Fifth Avenue, Platform 16, and Safeco Plaza aggregating approximately $272.6 million during the three months ended September 30, 2023, partially offset by an approximately $35.8 million gain on investment related to our Metropolitan Square joint venture interest.

Neither of these items recurred during the three months ended September 30, 2024.

Gains on Sales of Real Estate

The $0.5 million gains on sale of real estate for the three months ended September 30, 2024 and 2023 were related to the sale of real estate occurring in prior periods.

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

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

Interest and Other Income (Loss)

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

Gains from Investments in Securities

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

Interest and other income (loss) decreased by approximately $6.3 million for the three months ended September 30, 2024 compared to 2023, due primarily to a decrease in our outstanding cash balances.

Gains (Losses) from Investments in Securities

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

1 unchanged sentence

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

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

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

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

Unrealized Gain on Non-Real Estate Investment

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

During the three months ended September 30, 2024 and 2023, we recognized gains (losses) of approximately $2.2 million and $(0.9) million, respectively, on these investments.

By comparison, our general and administrative expense increased (decreased) by approximately $2.2 million and $(0.9) million during the three months ended September 30, 2024 and 2023, respectively, as a result of increases (decreases) in our liability under our deferred compensation plans that was associated with the performance of the specific investments selected by officers and former non-employee directors of BXP participating in the plans.

Unrealized Gain (Loss) on Non-Real Estate Investment

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

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

As a result, during the three months ended September 30, 2024 and 2023, we recognized an unrealized gain (loss) of approximately $0.1 million and $(0.1) million, respectively, due to the observable changes in the fair value of the investments.

Interest Expense

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

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

Interest expense increased by approximately $15.4 million for the three months ended September 30, 2024 compared to 2023, as detailed below.

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

(in thousands)

1 unchanged sentence

New mortgage loan financings (1) $ 18,401

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

Unsecured commercial paper (2) 7,213

Decrease in capitalized interest related to development projects 282

Issuance of $850 million in aggregate principal of 5.750% senior notes due 2035 on August 26, 2024 4,754

Decrease in interest due to finance leases 1,805

Other interest expense (excluding senior notes) 31

Total increases to interest expense 32,204

Decreases to interest expense due to:

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

Repayment of $700 million in aggregate principal of 3.800% senior notes due 2024 on February 1, 2024 (6,710)

Repayment of $500 million in aggregate principal of 3.125% senior notes due 2023 on September 1, 2023 (3,992)

Decrease in interest associated with unsecured term loans and the unsecured credit facility, net (5,227)

Other interest expense (excluding senior notes) (736)

Repayment of $500 million in aggregate principal of 3.125% senior notes due 2023 on September 1, 2023 (2,689)

Increase in capitalized interest related to development projects (1,895)

Amortization expense of financing fees (301)

6 unchanged sentences

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

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

Interest capitalized for the three months ended September 30, 2024 and 2023 was approximately $11.6 million and $9.7 million, respectively.

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

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

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

Noncontrolling Interests in Property Partnerships

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

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

Noncontrolling interests in property partnerships decreased by approximately $5.7 million for the three months ended September 30, 2024 compared to 2023, as detailed below.

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

2024 2023 Change

10 unchanged sentences

_______________

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

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

(2) The decrease was primarily attributable to a decrease in lease revenue from our clients and depreciation expense related to new and expiring clients.

(3) Property is held for future development.

1 unchanged sentence

Noncontrolling Interest—Common Units of the Operating Partnership

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

For BXP, noncontrolling interest—common units of the Operating Partnership increased by approximately $22.2 million for the three months ended September 30, 2024 compared to 2023 due primarily to an increase in allocable income, which was primarily the result of recognizing a non-cash impairment charge related our investment in unconsolidated joint ventures during the three months ended September 30, 2023 that did not recur during the three months ended September 30, 2024.

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

2 unchanged sentences

• fund normal recurring expenses;

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

• meet debt service and principal repayment obligations and balloon payments on maturing debt, including:

◦ $850.0 million of 3.200% unsecured senior notes due January 15, 2025,

◦ $700.0 million of principal outstanding on the 2023 Unsecured Term Loan due May 16, 2025,

◦ $100.0 million of principal outstanding on the 2024 Unsecured Term Loan due September 26, 2025, for which we have three, one-year extension options, subject to customary conditions,

◦ $203.6 million of mortgage debt secured by our 901 New York Avenue property due January 5, 2025, for which we have the right to extend the maturity date for a period of five years, subject to certain customary conditions, and

◦ amounts that become due under BPLP’s unsecured commercial paper program;

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

13 unchanged sentences

We draw on multiple financing sources to fund our long-term capital needs.

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

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

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

1 unchanged sentence

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

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

Construction/Redevelopment Properties Estimated Stabilization Date Location # of Buildings Estimated Square Feet Investment to Date (1)(2)(3) Estimated Total Investment (1)(2) Total Available (1) Outstanding at June 30, 2024

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

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

4 unchanged sentences

103 CityPoint Q4 2026 Waltham, MA 1 113,000 91,682 115,100 — — 23,418 — % (8)

180 CityPoint Q2 2026 Waltham, MA 1 329,000 225,827 290,500 — — 64,673 43 % (7)

300 Binney Street (55% ownership) (Redevelopment) Q4 2024 Cambridge, MA 1 236,000 56,357 112,900 — — 56,543 100 % (9)

9 unchanged sentences

(1) Represents our share.

(2) Each of Investment to Date, Estimated Total Investment and Estimated Future Equity Requirement represent our share of acquisition expenses, as applicable, and reflect our share of the estimated net revenue/expenses that we expect to incur prior to stabilization of the project, including any amounts actually received or paid through June 30, 2024.

(3) Includes approximately $60.4 million of unpaid but accrued construction costs and leasing commissions.

(4) Excludes approximately $60.4 million of unpaid but accrued construction costs and leasing commissions.

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

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

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

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

(6) As of September 30, 2024, this property was 8% placed in-service.

(7) As of September 30, 2024, this property was 2% placed in-service.

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

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

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

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

See Note 14 to the Consolidated Financial Statements.

(10) As of September 30, 2024, this property was 21% placed in-service.

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

1 unchanged sentence

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

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

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

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

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

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

We have invested $58.9 million for the vault as of September 30, 2024.

(12) As of September 30, 2024, this property was 42% placed in-service.

(13) Percentage leased excludes the residential properties.

3 unchanged sentences

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

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

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

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

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

As of September 30, 2024, we had nine properties under development or redevelopment.

BXP’s Share of the estimated total investment for these projects is approximately $2.2 billion, of which approximately $1.1 billion remains to be funded through 2029.

Since the second quarter of 2024, we further strengthened our balance sheet by sourcing additional liquidity.

Notable transactions include:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• 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.

We intend to use the net proceeds to repay the $850.0 million of 3.200% unsecured senior notes due January 15, 2025.

• On September 27, 2024, BPLP entered into the 2024 Unsecured Term Loan that provides for a $100.0 million unsecured term loan facility with the Lender under the SMBP Loan.

The 2024 Unsecured Term Loan bears interest at a variable rate, matures on September 26, 2025 and has three, one-year extension options, subject to customary conditions.

The interest rate is subject to an existing interest rate swap to fix Daily Simple SOFR at a fixed interest rate of approximately 2.688% per annum for a period that ends on April 1, 2025 (See Notes 6 and 7 to the Consolidated Financial Statements).

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.

• On October 8, 2024, we modified the SMBP Loan.

The SMBP 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.

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.

As of September 30, 2024, our share of unconsolidated joint venture debt maturing through November 2025 was approximately $588.7 million.

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

We expect our interest expense will be flat or slightly less in 2025 compared to 2024 primarily due to expiring below market debt related to acquisitions in late 2023 and early 2024, lower average outstanding debt balances and the impact of anticipated lower short-term rates.

As of October 31, 2024, we had available cash of approximately $1.2 billion (of which approximately $121.2 million was attributable to our consolidated joint venture partners).

Our liquidity and capital resources depend on a wide range of factors, and we believe that our access to capital and our strong liquidity, including the approximately $2.0 billion available under BPLP’s 2021 Credit Facility, of which $500.0 million is being used to backstop the unsecured commercial paper program, and our available cash, as of October 31, 2024, are sufficient to fund our remaining capital needs on existing development and redevelopment projects, fund acquisitions, repay our maturing indebtedness when due (if not refinanced or extended), satisfy our REIT distribution requirements and still allow us to act opportunistically on attractive investment opportunities.

We are currently in active negotiations for the disposition of three land positions which, if successful, would generate approximately $70.0 million of proceeds in

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

1 unchanged sentence

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

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

Doing so may result in greater cash and cash equivalents pending our use of the proceeds, and depending on the sources of liquidity, higher interest expense or share count.

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

REIT Tax Distribution Considerations

BXP as a REIT is subject to a number of organizational and operational requirements, including a requirement that BXP currently distribute at least 90% of its annual taxable income (excluding capital gains and with certain other adjustments).

As a REIT, BXP is subject to a number of organizational and operational requirements, including a requirement that BXP currently distribute at least 90% of its annual taxable income (excluding capital gains and with certain other adjustments).

Our policy is for BXP to distribute at least 100% of its taxable income, including capital gains, to avoid paying federal tax.

8 unchanged sentences

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

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

Cash and cash equivalents and cash held in escrows aggregated approximately $1.5 billion and $0.9 billion at September 30, 2024 and 2023, respectively, representing an increase of approximately $0.5 billion.

The following table sets forth changes in cash flows:

Six months ended June 30,

Nine months ended September 30,

2024 2023 Change

4 unchanged sentences

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

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

The weighted-average term of our in-place leases, including leases signed by our unconsolidated joint ventures, excluding residential units, was approximately 7.6 years as of September 30, 2024, with occupancy rates historically in the range of 87% to 92%.

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

2 unchanged sentences

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

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

Six months ended June 30,

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

Nine months ended September 30,

(in thousands)

2 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) (2) 6,086 —

6 unchanged sentences

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

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

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

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

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

(1) Construction in progress for the nine months ended September 30, 2024 included ongoing expenditures associated with 760 Boylston Street and 180 CityPoint, which were fully placed in-service during the nine months ended September 30, 2024, and 103 CityPoint that was partially placed in-service during 2023 (See Note 14 to the Consolidated Financial Statements).

In addition, we incurred costs associated with our continued development/redevelopment of Reston Next Office Phase II that was partially placed in-service, 290 Binney Street, 300 Binney Street and 121 Broadway.

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

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

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

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

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

(3) Capital contributions to unconsolidated joint ventures for the nine months ended September 30, 2024 consisted primarily of cash contributions of approximately $27.5 million, $25.2 million, $11.8 million and $11.5 million to our 360 Park Avenue South, Gateway Commons, Platform 16 and Dock 72 joint ventures, respectively.

Capital contributions to unconsolidated joint ventures for the nine months ended September 30, 2023 consisted primarily of cash contributions of approximately $46.8 million, $32.8 million, $17.5 million, $14.4 million and $9.5 million to our Gateway Commons, Platform 16, Worldgate Drive, Dock 72 and 751 Gateway joint ventures, respectively.

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

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

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

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

3 unchanged sentences

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

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

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

Cash used in financing activities for the nine months ended September 30, 2024 totaled approximately $141.1 million.

This amount consisted primarily of the repayment of BPLP’s $700 million in aggregate principal amount of its 3.800% unsecured senior notes due February 1, 2024 and payment of our regular dividends and distributions to our shareholders and unitholders and distributions to noncontrolling interests in property partnerships, partially offset by the issuance of BPLP’s $850 million in aggregate principal amount of its 5.750% unsecured senior notes due 2035 and contributions from noncontrolling interests in property partnerships including approximately $97.2 million from the sale of a 45% interest in 290 Binney Street in Cambridge, Massachusetts.

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

1 unchanged sentence

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

June 30, 2024

September 30, 2024

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

11 unchanged sentences

_______________

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

(2) Includes long-term incentive plan units (including 2012 OPP Units and 2013 - 2021 MYLTIP Units) but excludes the 2022 - 2024 MYLTIP Units because the three-year performance periods had not ended as of June 30, 2024.

(1) Values are based on the closing price per share of BXP’s common stock on the New York Stock Exchange on September 30, 2024 of $80.46.

(3) See page 95 for additional information.

4 unchanged sentences

(1) our consolidated debt;

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

(2) the product of (x) the closing price per share of BXP common stock on September 30, 2024, as reported by the New York Stock Exchange, multiplied by (y) the sum of:

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

3 unchanged sentences

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

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

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

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

12 unchanged sentences

Debt Financing

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

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

As of September 30, 2024, we had approximately $16.2 billion of outstanding consolidated indebtedness, representing approximately 53.35% of our Consolidated Market Capitalization as calculated above consisting of approximately (1) $10.6 billion (net of discount and deferred financing fees) in publicly traded unsecured senior notes having a GAAP weighted-average interest rate of 4.07% per annum and maturities in 2025 through 2035, (2) $4.3 billion (net of deferred financing fees and fair value interest adjustments) of property-specific mortgage debt having a GAAP weighted-average interest rate of 4.16% per annum and a weighted-average term of 3.7 years, (3) $0.8 billion (net of deferred financing fees and fair value interest adjustments) of unsecured term loans having a GAAP weighted-average interest rate of 6.45% per annum with maturities in 2025, and (4) $0.5 billion of unsecured commercial paper borrowings having a weighted-average interest rate of 5.22% per annum and a weighted-average maturity of 34 days, from the issuance date.

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

September 30,

(dollars in thousands)

3 unchanged sentences

Unsecured line of credit — —

Unsecured term loan, net 698,776 1,196,046

Unsecured term loans, net 798,058 1,197,173

Unsecured commercial paper 500,000 —

3 unchanged sentences

BXP’s Share of Debt $ 16,235,789 $ 15,120,033

September 30,

Consolidated Debt Financing Statistics:

18 unchanged sentences

(2) See page 94 for additional information.

(3) At June 30, 2024, two of our mortgage loans aggregating approximately $900.0 million bore interest at variable rates.

(3) At September 30, 2024, BPLP’s $100.0 million 2024 Unsecured Term Loan and two of our mortgage loans aggregating approximately $800.0 million bore interest at variable rates.

We entered into interest rate swap contracts that effectively fixed the variability of these loans for all or a portion of the applicable debt term and as such, they are reflected in our Fixed rate statistics.

At September 30, 2023, BPLP’s 2023 Unsecured Term Loan bore interest at a variable rate which was subject to interest rate swaps that effectively fixed the interest rate for a portion of the applicable debt term, and as such, the 2023 Unsecured Term Loan is reflected in our Fixed rate statistics.

Unsecured Credit Facility

3 unchanged sentences

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

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

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

All other terms of the 2021 Credit Facility remain unchanged.

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

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

In addition, there is a SOFR credit spread adjustment of 0.10%.

Based on BPLP’s June 30, 2024 credit rating, (1) the applicable Daily SOFR, Term SOFR, alternative currency daily rate, and alternative currency term rate margins are 0.850%, (2) the alternate base rate margin is zero basis points and (3) the facility fee is 0.20% per annum.

Based on BPLP’s September 30, 2024 credit rating, (1) the applicable Daily SOFR, Term SOFR, alternative currency daily rate, and alternative currency term rate margins are 0.850%, (2) the alternate base rate margin is zero basis points and (3) the facility fee is 0.20% per annum.

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

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

At June 30, 2024 and July 31, 2024, BPLP had no borrowings under its 2021 Credit Facility, outstanding letters of credit totaling approximately $6.6 million and $6.2 million, respectively, and $500.0 million is being used as a backstop for the commercial paper program.

Therefore, at June 30, 2024 and July 31, 2024, BPLP has the ability to borrow approximately $1.5 billion.

Unsecured Term Loan

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.

At September 30, 2024 and October 31, 2024, BPLP had no borrowings under its 2021 Credit Facility, outstanding letters of credit totaling approximately $6.1 million, and $500.0 million is being used as a backstop for the commercial paper program.

Therefore, at September 30, 2024 and October 31, 2024, BPLP has the ability to borrow approximately $1.5 billion.

Unsecured Term Loans

The 2023 Unsecured Term Loan provided for a single borrowing of up to $1.2 billion.

7 unchanged sentences

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

Based on BPLP’s June 30, 2024 credit rating, the 2023 Unsecured Term Loan bears interest at a rate equal to adjusted Term SOFR plus 0.95% per annum.

At June 30, 2024 and July 31, 2024, BPLP had $700.0 million outstanding under the 2023 Unsecured Term Loan.

On September 27, 2024, BPLP entered into the 2024 Unsecured Term Loan with the Lender under 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 to the Consolidated Financial Statements).

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, (1) the 2023 Unsecured Term Loan bears interest at a rate equal to Term SOFR plus 1.05% per annum and (2) the 2024 Unsecured Term Loan bears interest at a rate equal to Daily Simple SOFR plus1.05% 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 to the Consolidated Financial Statements).

At September 30, 2024 and October 31, 2024, BPLP had $700.0 million and $100.0 million of principal outstanding under the 2023 Unsecured Term Loan and 2024 Unsecured Term Loan, respectively.

Unsecured Senior Notes

For a description of BPLP’s outstanding unsecured senior notes as of June 30, 2024, see Note 6 to the Consolidated Financial Statements.

For a description of BPLP’s outstanding unsecured senior notes as of September 30, 2024, See Note 6 to the Consolidated Financial Statements.

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

2 unchanged sentences

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 Commercial Paper

4 unchanged sentences

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

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

At July 31, 2024, BPLP had an aggregate of $500.0 million of commercial paper notes outstanding that bore interest at a weighted-average rate of approximately 5.58% per annum and had a weighted-average maturity of 53 days, from the issuance date.

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.

At October 31, 2024, BPLP had an aggregate of $500.0 million of commercial paper notes outstanding that bore interest at a weighted-average rate of approximately 5.03% per annum and had a weighted-average maturity of 29 days, from the issuance date.

Proceeds from the unsecured commercial paper program were used to reduce BPLP’s 2023 Unsecured Term Loan to $700.0 million.

Mortgage Notes Payable

On January 8, 2024, we completed the acquisition of our joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue located in Washington, DC (See Note 3 to the Consolidated Financial Statements).

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

The property is subject to existing mortgage indebtedness.

2 unchanged sentences

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

The following represents the outstanding mortgage notes payable, net at June 30, 2024:

The first loan extension option provides for an additional term of four years at a fixed interest rate of 5.0% per annum.

The following represents the outstanding mortgage notes payable, net at September 30, 2024:

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

15 unchanged sentences

The loan includes two extension options, subject to certain conditions.

The first loan extension option provides for an additional term of four years at a fixed interest rate of 5.0% per annum.

(3) The mortgage loan requires interest only payments with a balloon payment due at maturity.

(4) The mortgage loan bears interest at a variable rate of SOFR plus 1.38% per annum.

The borrower under the loan entered into three interest rate swap contracts with notional amounts aggregating $300.0 million to fix SOFR at a weighted-average fixed interest rate of 2.679% for the period commencing on February 1, 2023 and ending on April 1, 2025.

(4) The mortgage loan bears interest at a variable rate of Daily Simple SOFR plus 1.38% per annum (See Notes 6 and 14 to the Consolidated Financial Statements).

The borrower under the loan entered into interest rate swap contracts to fix Daily Simple SOFR at a weighted-average fixed interest rate of 2.675% for the period commencing on February 1, 2023 and ending on April 1, 2025.

Stated interest rate reflects the weighted average fixed interest rate based on the interest rate swap contracts plus 1.38% per annum.

6 unchanged sentences

(7) In connection with the refinancing of the loan, we guaranteed the consolidated entity’s obligation to fund various reserves for tenant improvement costs and allowances, leasing commissions and free rent obligations in lieu of cash deposits.

As of 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.

We earn a fee from the joint venture for providing the guarantee and have an agreement with our partners to reimburse the joint venture for their share of any payments made under the guarantee (See Note 8 to the Consolidated Financial Statements).

1 unchanged sentence

Derivative Instruments and Hedging Activities

As of June 30, 2024, we had $900.0 million of interest rate swaps outstanding, where hedge accounting was elected, with a fair value of approximately $12.1 million.

As of September 30, 2024, we had $900.0 million of interest rate swaps outstanding, where hedge accounting was elected, with a fair value of approximately $(10.2) million.

For a description of these interest rate swaps, see Note 7 to the Consolidated Financial Statements.

5 unchanged sentences

See also Note 5 to the Consolidated Financial Statements.

At June 30, 2024, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by these ventures was approximately $3.2 billion (of which our proportionate share is approximately $1.4 billion).

The table below summarizes the outstanding debt of these joint venture properties at June 30, 2024.

At September 30, 2024, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by these ventures was approximately $3.2 billion (of which our proportionate share is approximately $1.4 billion).

The table below summarizes the outstanding debt of these joint venture properties at September 30, 2024.

In addition to other guarantees specifically noted in the table, we have agreed to customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) as well as the completion of development projects on certain of the loans.

25 unchanged sentences

(8) The joint venture entered into interest rate swap contracts with notional amounts aggregating $185.0 million through April 10, 2032, resulting in a fixed rate of approximately 4.432% per annum through the expiration of the interest rate swap contracts.

(9) See Note 14 to the Consolidated Financial Statements.

(9) The loan bears interest at a variable rate equal to the greater of (x) 2.35% or (y) SOFR plus 2.32% per annum.

5 unchanged sentences

The deferred financing costs, net include the adjustment required to reflect the loan and interest rate swap at fair value upon acquisition.

(13) We provided $80.0 million of mortgage financing to the joint venture.

(12) The Company provided $80.0 million of mortgage financing to the joint venture.

The loan is reflected as Related Party Note Receivables, Net on our Consolidated Balance Sheets.

As of June 30, 2024, the loan has approximately $32.8 million of accrued interest due at the maturity date.

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.

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

7 unchanged sentences

Funds from Operations

Pursuant to the revised definition of Funds from Operations adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”), we calculate Funds from Operations, or “FFO,” for each of BXP and BPLP by adjusting net income attributable to BXP, Inc.

and net income attributable to Boston Properties Limited Partnership (computed in accordance with GAAP), respectively, for gains (or losses) from sales of properties, including a change in control, impairment losses on depreciable real estate consolidated on our balance sheet, impairment losses on our investments in unconsolidated joint ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated joint ventures and our share of real estate-related depreciation and amortization.

and net income (loss) attributable to Boston Properties Limited Partnership (computed in accordance with GAAP), respectively, for gains (or losses) from sales of properties, including a change in control, impairment losses on depreciable real estate consolidated on our balance sheet, impairment losses on our investments in unconsolidated joint ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated joint ventures and our share of real estate-related depreciation and amortization.

FFO is a non-GAAP financial measure.

2 unchanged sentences

Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current Nareit definition or that interpret the current Nareit definition differently.

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

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

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

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

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

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

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

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

to FFO attributable to BXP, Inc.

for the three months ended June 30, 2024 and 2023:

Three months ended June 30,

for the three months ended September 30, 2024 and 2023:

Three months ended September 30,

(in thousands)

Net income attributable to BXP, Inc.

Net income (loss) attributable to BXP, Inc.

$ 83,628 $ (111,826)

1 unchanged sentence

Noncontrolling interests in property partnerships 15,237 20,909

Net income 106,949 136,184

Net income (loss) 108,452 (103,543)

Depreciation and amortization 222,890 207,435

3 unchanged sentences

Non-real estate depreciation and amortization 2,130 —

Unrealized gain on non-real estate investment 58 124

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

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

Gains on sales of real estate 517 517

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

Noncontrolling interests in property partnerships 15,237 20,909

5 unchanged sentences

Weighted average shares outstanding—basic 157,725 156,880

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

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

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

The following tables presents a reconciliation of net income (loss) attributable to BXP, Inc.

to Diluted FFO attributable to BXP, Inc.

for income (numerator) and shares/units (denominator) for the three months ended June 30, 2024 and 2023:

Three months ended June 30,

for income (numerator) and shares/units (denominator) for the three months ended September 30, 2024 and 2023:

Three months ended September 30,

(in thousands)

Net income attributable to BXP, Inc.

Net income (loss) attributable to BXP, Inc.

$ 83,628 $ (111,826)

1 unchanged sentence

Noncontrolling interests in property partnerships 15,237 20,909

Net income 106,949 136,184

Net income (loss) 108,452 (103,543)

Depreciation and amortization 222,890 207,435

3 unchanged sentences

Non-real estate depreciation and amortization 2,130 —

Unrealized gain on non-real estate investment 58 124

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

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

Gains on sales of real estate 517 517

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

Noncontrolling interests in property partnerships 15,237 20,909

6 unchanged sentences

(3) $ 286,954 $ 292,888

(1) BXP’s share of diluted Funds from Operations was 89.54% and 89.77% for the three months ended June 30, 2024 and 2023, respectively.

Three months ended June 30,

(3) BXP’s share of diluted Funds from Operations was 89.93% and 89.73% for the three months ended September 30, 2024 and 2023, respectively.

Three months ended September 30,

shares/units (in thousands)

7 unchanged sentences

_______________

(1) BXP’s share of diluted Funds from Operations was 89.54% and 89.77% for the three months ended June 30, 2024 and 2023, respectively.

The following table presents a reconciliation of net income attributable to Boston Properties Limited Partnership to FFO attributable to Boston Properties Limited Partnership for the three months ended June 30, 2024 and 2023:

Three months ended June 30,

(1) BXP’s share of diluted Funds from Operations was 89.93% and 89.73% for the three months ended September 30, 2024 and 2023, respectively.

The following table presents a reconciliation of net income (loss) attributable to Boston Properties Limited Partnership to FFO attributable to Boston Properties Limited Partnership for the three months ended September 30, 2024 and 2023:

Three months ended September 30,

(in thousands)

Net income attributable to Boston Properties Limited Partnership $ 90,827 $ 118,098

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

Noncontrolling interests in property partnerships 15,237 20,909

Net income 108,652 137,866

Net income (loss) 110,156 (101,787)

Depreciation and amortization 221,186 205,679

3 unchanged sentences

Non-real estate depreciation and amortization 2,130 —

Unrealized gain on non-real estate investment 58 124

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

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

Gains on sales of real estate 517 517

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

Noncontrolling interests in property partnerships 15,237 20,909

2 unchanged sentences

_______________

(3) Our calculation includes OP Units and vested LTIP Units (including vested 2012 OPP Units and vested 2013 - 2021 MYLTIP Units).

The following tables presents a reconciliation of net income attributable to Boston Properties Limited Partnership to Diluted FFO attributable to Boston Properties Limited Partnership for income (numerator) and shares/units (denominator) for the three months ended June 30, 2024 and 2023:

Three months ended June 30,

The following tables presents a reconciliation of net income (loss) attributable to Boston Properties Limited Partnership to Diluted FFO attributable to Boston Properties Limited Partnership for income (numerator) and shares/units (denominator) for the three months ended September 30, 2024 and 2023:

Three months ended September 30,

(in thousands)

Net income attributable to Boston Properties Limited Partnership $ 90,827 $ 118,098

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

Noncontrolling interests in property partnerships 15,237 20,909

Net income 108,652 137,866

Net income (loss) 110,156 (101,787)

Depreciation and amortization 221,186 205,679

3 unchanged sentences

Non-real estate depreciation and amortization 2,130 —

Unrealized gain on non-real estate investment 58 124

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

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

Gains on sales of real estate 517 517

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

Noncontrolling interests in property partnerships 15,237 20,909

4 unchanged sentences

_______________

(3) Our calculation includes OP Units and vested LTIP Units (including vested 2012 OPP Units and vested 2013 - 2021 MYLTIP Units).

Three months ended June 30,

Three months ended September 30,

shares/units (in thousands)

8 unchanged sentences

Contract terms are generally between three and five years.

During the three months ended June 30, 2024, we paid approximately $77.3 million to fund tenant-related obligations, including tenant improvements and leasing commissions.

In addition, during the three months ended June 30, 2024, we and our unconsolidated joint venture partners incurred approximately $99.8 million of new tenant-related obligations associated with approximately 1,295,600 square feet of second generation leases, or approximately $77 per square foot.

During the three months ended September 30, 2024, we paid approximately $80.2 million to fund tenant-related obligations, including tenant improvements and leasing commissions.

In addition, during the three months ended September 30, 2024, we and our unconsolidated joint venture partners incurred approximately $120.8 million of new tenant-related obligations associated with approximately 1.1 million square feet of second generation leases, or approximately $111 per square foot.

We signed approximately 15,400 square feet of first generation leases.

quarter of 2024, we signed leases for approximately 1,322,700 square feet of space and incurred aggregate tenant-related obligations of approximately $105.1 million, or approximately $79 per square foot.

The tenant-related obligations for the development properties are included within the projects’ “Estimated Total Investment” referred to in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” In aggregate during the third quarter of 2024, we signed leases for approximately 1.1 million square feet of space and incurred aggregate tenant-related obligations of approximately $121.9 million, or approximately $110 per square foot.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis