What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-02-27 compared with 2024-02-27 · 495 added, 630 removed, 814 unchanged (58% of the section changed)

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Forward Looking Statements

This Annual Report on Form 10-K, including the documents incorporated by reference, contain forward-looking statements within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

This Annual Report on Form 10-K, including the documents incorporated by reference herein, contain forward-looking statements within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with those safe harbor provisions, in each case, to the extent applicable.

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These statements are subject to risks, uncertainties and assumptions and are not guarantees of future performance or occurrences, which may be affected by known and unknown risks, trends, uncertainties and factors that are, in some cases, beyond our control.

If one or more of these known or unknown risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied by the forward-looking statements.

If one or more of these known or unknown risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by the forward-looking statements.

We caution you that, while forward-looking statements reflect our good-faith beliefs when we make them, they are not guarantees of future performance or occurrences and are impacted by actual events when they occur after we make such statements.

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

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

or global economy, sustained changes in client preferences and space utilization, as well as the other important factors below and the risks set forth in this Form 10-K in Part I, Item 1A.

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

The most significant factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements include the risks and uncertainties related to 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 set forth in this Form 10-K in Part I, 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);

• volatile or adverse global economic and political 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 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;

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• risks associated with forward interest rate contracts and derivatives and the effectiveness of such arrangements;

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

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

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

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

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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.

Investors should also refer to our most recent 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.

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 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 our 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 December 31, 2023) in the U.S.

that develops, owns, and manages primarily premier workplaces.

BXP is one of the largest publicly traded office real estate investment trusts (REITs) (based on total market capitalization as of December 31, 2024) in the United States that develops, owns, and manages primarily premier workplaces.

Our properties are concentrated in six dynamic gateway markets in the U.S.

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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.

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, the date by which we expect to begin revenue recognition for the lease under GAAP, 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 have divested in the sector, a strong balance sheet with access to capital in the secured and unsecured debt markets and the 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.

Clients and their advisors are increasingly focused 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.

As of December 31, 2023, the weighted-average remaining lease term based on square feet (1) for our in-place leases, including those signed by our unconsolidated joint

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ventures but excluding residential units, was approximately 7.8 years, and (2) for our 20 largest clients was approximately 10.7 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 we have a competitive leasing advantage that results from:

• 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.

economy continued to grow during the fourth quarter of 2023, with the Gross Domestic Product growing at a 3.3% annual rate in the fourth quarter.

While the year also ended with continued low unemployment and cooling inflation, the economic statistics may not accurately reflect the market sentiment and operating environment facing many of our clients, as well as BXP, as we look ahead to 2024 and beyond.

In 2023, the U.S.

office markets experienced overall negative leasing absorption, including in all of our coastal markets, as well as the major Sunbelt and Midwest markets.

According to recent labor statistics, the U.S.

added 333,000 jobs in December, however, only approximately 8% of those jobs were categorized as professional and business services, which are drivers of demand for premier workplace space.

Despite the slowed pace of job reductions from this time last year, we continue to see employee layoff announcements across a wide variety of industries, particularly technology.

As a result, although the U.S.

economy may not enter a technical recession, we do not expect that a soft landing will stimulate an increase in office-using employment or in leasing absorption in 2024.

Remote work continues to be a factor restraining demand for office space, though we believe macroeconomic conditions are the primary driver of leasing activity and that our leasing, in particular, is driven by corporate earnings growth.

The S&P 500’s trailing 10-year average annual earnings growth rate from 2013-2022 was 8.4%, as compared to 2023 where, earnings growth is projected to be less than 1%.

S&P 500 companies are expected to increase earnings by over 9% in 2024.

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

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

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

We 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.

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 in both rental rates achieved and occupancy.

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

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 we derive approximately 88% of our share of annualized rental obligations from predominantly premier workplaces located in CBDs.

We define annualized rental obligations as the monthly contractual base rent (excluding percentage rent and rent abatements) and budgeted reimbursements from clients under existing leases as of December 31, 2024, multiplied by twelve.

Our share of annualized rental obligations is calculated as the consolidated amount, plus our share of the amount from our unconsolidated joint ventures (calculated based on our economic percentage ownership interest), less our partners’ share of the amount from our consolidated joint ventures (calculated based on the partners’ economic percentage ownership interest).

As of December 31, 2024, these CBD assets are 90.9% occupied and 92.8% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with generally accepted accounting principles (“GAAP”)).

As of December 31, 2024, the weighted-average remaining lease term for (1) our in-place leases, based on square feet, including those signed by our unconsolidated joint ventures but excluding residential units, was approximately 7.8 years, and (2) our 20 largest clients, based on square feet, was approximately 9.4 years.

The important market forces impacting BXP continue to be corporate earnings growth, return-to-office behavior, limited new development starts and the outperformance of premier workplaces, all of which are currently serving as tailwinds to BXP’s performance.

Interest rates also remain a critical factor but are on a more uncertain trajectory.

Inflation rose in the last three months of 2024 to 2.9%, remaining above the Federal Reserve’s 2% target, and the December 2024 employment data indicated new job creation exceeded market expectations.

As a result, the Federal Reserve has become more cautious, lowering its forecast of Federal funds rate cuts in 2025.

In the fixed income markets, long-term interest rates have increased approximately 100 basis points since the Federal Reserve's first rate cut in September 2024.

Notwithstanding these uncertainties, we expect short-term interest rates to remain lower in 2025 compared to 2024, which would be a positive for both BXP and our clients' cost of capital.

Though we are in the early stages of the new presidential administration, we believe many of the initial articulated policies are generally business friendly, particularly lower taxes and less regulation, which could build the confidence of our clients and, as a result, potentially stimulate leasing activities.

An area of concern with the new presidential administration's policies is the potential impact to interest rates, given that new tariffs, if implemented, could be inflationary and tax cuts without corresponding spending cuts could lead to longer fiscal deficits and higher long-term treasury yields in the debt markets.

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

• labor market conditions shift, resulting in increasing employer demands for mandatory in-person workdays;

• volatility in the capital markets has led companies to be more reticent in 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;

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

• private market debt financing, both for construction and existing assets, continues to be challenging to arrange despite broader market improvements as lenders remain focused on top-tier sponsorship and derisked financing opportunities;

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

We remain focused on the following strategies:

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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;

Premier workplaces, the preferred choice for our current and prospective clients, are gaining market share compared to general office space and continue to demonstrate the highest occupancy, net absorption levels and rental rates in the central business districts (“CBDs”) in markets where we operate;

• leasing available space in our in-service and development properties, as well as proactively focusing on future lease expirations;

• completing the construction and leasing of our development properties;

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

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

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

• 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;

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Leasing Activity and Occupancy

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

While property tours continue and lease negotiations move forward, there is less urgency from clients to make new commitments.

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

In the fourth quarter of 2023, we signed more than 1.5 million square feet of leases with a weighted-average lease term of approximately 8.4 years, for a total of approximately 4.2 million square feet leased in 2023 with a weighted-average lease term of 8.2 years.

This is the third consecutive quarter that leasing has increased, underscoring the demand for premier workplaces despite the challenging market.

The overall occupancy of our in-service premier workplace and retail properties was 88.4% at December 31, 2023, a decrease of 40 basis points from September 30, 2023.

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, we believe that our operating environment is 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, particularly in New York and Boston which accounts for 61% of our share of annualized rental obligations.

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 fourth quarter of 2024, we executed 83 leases totaling more than 2.3 million square feet with a weighted-average lease term of approximately 10.3 years.

This result represents BXP’s strongest leasing quarter since the second quarter of 2019, and the amount leased is approximately 130% of our historical 10-year average for the

fourth quarter.

For full year 2024, we executed 291 leases totaling approximately 5.6 million square feet with a weighted-average lease term of 9.8 years.

At December 31, 2024, BXP’s CBD portfolio was 90.9% occupied and 92.8% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

Approximately 88% of our share of annualized rental obligations 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.

At December 31, 2024, the overall occupancy of our in-service office and retail properties was 87.5%, an increase of 50 basis points from September 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 premier workplace and retail properties were approximately 89.9% leased at December 31, 2023.

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 89.4% leased at December 31, 2024.

Investment Activity

We remain in active pursuit of opportunities in our core markets and asset types with primarily two types of counterparties:

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

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

We continually evaluate current and prospective markets for possible acquisitions of “value-add” assets that require lease-up or repositioning, and acquisitions that are otherwise consistent with our long-term strategy of owning, managing, developing, and improving premier workplaces in each of our chosen markets.

We expect to see more opportunities to make investments in this environment, and we remain committed to developing and acquiring assets to enhance our long-term growth and to meet current and future client demand for premier workplaces, life sciences, and residential development.

Consistent with this strategy, we purchased our partners’ interests in three assets from two different joint venture partners, one of which closed in early January 2024.

• We completed the acquisition of our joint venture partner’s 45% ownership interest in Santa Monica Business Park located in Santa Monica, California.

The acquisition was completed for a gross purchase price of $38.0 million, and we acquired net working capital, including cash and cash equivalents of approximately $20 million, as well as the partner’s share of the outstanding $300.0 million mortgage debt.

Subsequent to closing, we extended an approximately 467,000 square foot lease with anchor client, Snap Inc.

through 2036.

Santa Monica Business Park is a 47-acre office park consisting of 21 buildings and totaling approximately 1.2 million net rentable square feet.

Approximately 70% of the square footage is subject to a ground lease having a remaining term of approximately 75 years, inclusive of renewal options

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that are subject to certain conditions.

Under the ground lease, we have a purchase option at fair market value in 2028 (See Notes 3, 4, and 7 to the Consolidated Financial Statements).

• We completed the acquisition of one of our joint venture partner’s approximate 29% ownership interest in 360 Park Avenue South located in New York City, New York for a purchase price of $1.

We now own approximately 71% of the joint venture.

We also assumed the partner’s share of the joint venture’s cash and working capital aggregating approximately $25.4 million, as well as the partner’s share of the outstanding $220.0 million mortgage debt.

360 Park Avenue South is a 20-story, approximately 450,000 square foot premier workplace that is currently under redevelopment (See Note 6 to the Consolidated Financial Statements).

• On January 8, 2024, we completed the acquisition of our joint venture partner’s 50% economic ownership interest in 901 New York Avenue located in Washington, DC for a purchase price of $10.0 million.

We also assumed the partner’s share of the outstanding approximately $207.1 million mortgage debt, which bears interest at 3.61% per annum and matures on January 5, 2025.

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

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

Also, we extended an approximately 200,000 square foot lease with anchor client, Finnegan Henderson Farabow Garrett & Dunner, L.L.P.

through 2042.

901 New York Avenue is a premier workplace consisting of approximately 548,000 net rentable square feet.

These transactions were sparked, in part, by lease extensions at two of the properties and further motivated by our partners electing to reduce their exposure to and investment in the office sector.

We believe we purchased their interests on attractive terms.

Also in the fourth quarter of 2023, we entered into agreements to sell a 45% interest in each of 290 Binney Street and 300 Binney Street, two life sciences development projects located in Kendall Square in Cambridge, Massachusetts, to an institutional investor at a gross valuation of approximately $1.66 billion or $2,050 per square foot.

The properties total approximately 802,000 square feet and each is 100% pre-leased.

We completed the sale of a 45% interest in 300 Binney Street upon entry into the agreement in November 2023.

We will provide development, property management, and leasing services for the ventures.

The institutional investor funded approximately $212.9 million at closing for its 45% investment in 300 Binney Street and, upon closing of its 45% investment in 290 Binney Street, their investment will reduce our estimated future development spend over time by approximately $533.5 million (See Notes 3 and 10 to the Consolidated Financial Statements).

As of December 31, 2023, our development/redevelopment pipeline consisted of 10 properties that, when completed, we expect will total approximately 2.7 million net rentable square feet.

Additional new acquisition opportunities will likely increase in this environment, and we remain committed to developing and acquiring assets to enhance our long-term growth and to meet client demand by focusing on premier workplaces.

Consistent with this strategy, on December 27, 2024, we completed the acquisition of 725 12th Street, an approximately 300,000 square foot, 12-story property in Washington, DC, for a purchase price, excluding transaction costs, of $34.0 million.

We will be redeveloping the property into an approximately 320,000 square foot premier workplace.

In conjunction with the closing, we signed a lease agreement with global law firm, McDermott Will & Emery LLP, covering approximately 152,000 square feet in the top five floors of the “to-be-constructed” premier workplace.

We are currently negotiating with a client for the majority of the remaining space, although there is no guarantee we will lease such space on the terms contemplated or at all.

Ideally located in the CBD of Washington, DC, the property sits three blocks from the White House and steps from Metro Center Station, the transportation hub for the City’s Metrorail service, where the Red, Orange, Blue, and Silver lines converge.

As of December 31, 2024, our development/redevelopment pipeline consisted of seven properties that, when completed, we expect will total approximately 2.3 million net rentable square feet.

Our share of the estimated total cost for these projects is approximately $2.3 billion, of which approximately $1.3 billion remains to be invested.

The commercial space in the pipeline, which excludes Skymark – Reston Next Residential, was 53% pre-leased as of February 20, 2024.

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, as evidenced by the partial interest sale of 300 Binney Street during the fourth quarter of 2023 and anticipated partial interest sale of 290 Binney Street.

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

The commercial space in the pipeline, which excludes the residential project, was 50% pre-leased as of February 21, 2025.

In the fourth quarter of 2024, we completed and fully placed in-service 300 Binney Street, an approximately 240,000 square foot laboratory/life sciences project located in Cambridge, Massachusetts, in which BXP has a 55% ownership interest.

This project is 100% leased to the Broad Institute.

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 sites and we expect to put an operating property into the market for sale in 2025.

If successful, these sales in aggregate could generate approximately $200.0 million of net proceeds in 2025, although it is possible that one of the land sales does not close until 2026.

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

A brief overview of each of our markets follows.

During the fourth quarter of 2023, we executed approximately 153,000 square feet of leases and approximately 393,000 square feet of leases commenced revenue recognition in the Boston region.

Approximately 159,000 square feet of the leases that commenced revenue recognition had been vacant for less than one year and represent an increase in net rental obligations of approximately 30.4% over the prior leases.

As of December 31, 2023, our approximately 8.3 million square foot Boston CBD in-service portfolio was approximately 95.5% occupied and approximately 96.1% leased (including vacant space for which we have signed leases that have not yet commenced revenue recognition in accordance with GAAP).

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Our approximately 2.5 million square foot in-service premier workplace portfolio in Cambridge was approximately 97.2% occupied and leased (including vacant space for which we have signed leases that have not yet commenced revenue recognition in accordance with GAAP) as of December 31, 2023.

Our Route 128-Mass Turnpike in-service portfolio is comprised of approximately 4.9 million square feet and, as of December 31, 2023, was approximately 76.6% occupied and approximately 76.7% leased (including vacant space for which we have signed leases that have not yet commenced revenue recognition in accordance with GAAP).

During the fourth quarter of 2024, we executed approximately 682,000 square feet of leases and approximately 430,000 square feet of leases commenced in the Boston region.

Approximately 146,000 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 0.3% over the prior leases.

As of December 31, 2024, our approximately 8.4 million square foot Boston CBD in-service portfolio was approximately 95.6% occupied and approximately 97.5% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

Our approximately 2.7 million square foot in-service CBD portfolio in Cambridge was approximately 96.6% occupied and 97.6% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP) as of December 31, 2024.

As of December 31, 2024, our approximately 4.8 millions square foot Route 128-Mass Turnpike in-service portfolio was approximately 75.6% occupied and approximately 77.7% 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 December 31, 2023, our LA in-service properties were approximately 85.9% occupied and 88.1% leased (including vacant space for which we have signed leases that have not yet commenced revenue recognition in accordance with GAAP).

During the fourth quarter of 2023, we executed approximately 468,000 square feet of leases in the Los Angeles region highlighted by a 10-year early lease renewal with Snap Inc.

for approximately 467,000 square feet.

During the fourth quarter of 2023, we executed approximately 567,000 square feet of leases in the New York region and approximately 143,000 square feet of leases commenced revenue recognition.

Approximately 130,000 square feet of the leases that commenced revenue recognition had been vacant for less than one year and they represent a decrease in net rental obligations of approximately 15.4% over the prior leases.

As of December 31, 2023, our New York CBD in-service portfolio was approximately 91.8% occupied and approximately 94.4% leased (including vacant space for which we have signed leases that have not yet commenced revenue recognition in accordance with GAAP).

As of December 31, 2024, our LA in-service properties were approximately 84.9% occupied and 87.4% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

During the fourth quarter of 2024, we executed approximately 574,000 square feet of leases in the New York region and approximately 575,000 square feet of leases commenced.

Approximately 199,000 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 5.9% over the prior leases.

As of December 31, 2024, our New York CBD in-service portfolio was approximately 90.8% occupied and approximately 93.6% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

San Francisco

During the fourth quarter of 2023, we executed approximately 199,000 square feet of leases and approximately 171,000 square feet of leases commenced revenue recognition in the San Francisco region.

Approximately 98,000 square feet of leases that commenced revenue recognition had been vacant for less than one year and represent a decrease in net rental obligations of approximately 3.5% over the prior leases.

As of December 31, 2023, our San Francisco CBD in-service properties were approximately 87.4% occupied and approximately 88.0% leased (including vacant space for which we have signed leases that have not yet commenced revenue recognition in accordance with GAAP).

During the fourth quarter of 2024, we executed leases for approximately 383,000 square feet and approximately 106,000 square feet commenced in the San Francisco region.

Approximately 56,000 square feet of leases that commenced had been vacant for less than one year and represent an increase in net rental obligations of approximately 13.2% over the prior leases.

As of December 31, 2024, our San Francisco CBD in-service properties were approximately 84.3% occupied and approximately 85.2% 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.

During the fourth quarter of 2023, approximately 123,000 square feet of leases commenced revenue recognition in the Seattle region.

Approximately 99,000 square feet of the leases that commenced revenue recognition had been vacant for less than one year and represent a decrease in net rental obligations of approximately 13.1% over the prior leases.

As of December 31, 2023, our Seattle in-service properties were approximately 81.8% occupied and approximately 83.1% leased (inclusive of vacant space with signed leases that have not yet commenced revenue recognition in accordance with GAAP).

As of December 31, 2024, these in-service properties were approximately 81.6% occupied and approximately 83.5% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

Washington, DC

During the fourth quarter of 2023, we executed approximately 141,000 square feet of leases and approximately 344,000 square feet of leases commenced revenue recognition in the Washington, DC region.

Approximately 108,000 square feet of the leases that commenced revenue recognition had been vacant for less than one year and represent a decrease in net rental obligations of approximately 13.4% over the prior leases.

As of December 31, 2023, our Washington, DC CBD in-service properties were approximately 83.2% occupied and approximately 89.1% leased (inclusive of vacant space with signed leases that have not yet commenced revenue recognition in accordance with GAAP).

In January 2024, we extended an approximately 200,000 square

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foot lease with anchor client, Finnegan Henderson Farabow Garrett & Dunner, L.L.P.

through 2042 at 901 New York Avenue.

A significant component of our Washington, DC regional portfolio is in Reston Town Center, an award-winning mixed-use development in Northern Virginia comprised of approximately 4.9 million square feet.

During the fourth quarter of 2024, we executed leases for approximately 494,000 square feet and leases for approximately 140,000 square feet commenced in the Washington, DC region.

Leases for approximately 64,000 square feet that commenced had been vacant for less than one year and represent a decrease in net rental obligations of approximately 11.6% over the prior leases.

As of December 31, 2024, our Washington, DC CBD in-service properties were approximately 89.2% occupied and approximately 90.7% leased (including vacant space for which we have 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 December 31, 2023, our Reston, Virginia properties were approximately 92.4% occupied and approximately 94.4% leased (inclusive of vacant space with signed leases that have not yet commenced revenue recognition in accordance with GAAP).

As of December 31, 2024, our approximately 4.9 million square foot Reston CBD portfolio was approximately 94.9% occupied and approximately 96.9% leased (including vacant space for which have signed leases that have not yet commenced in accordance with GAAP).

In regard to the new presidential administration’s efficiency initiatives, if the federal workforce returns to their offices, their return should be a significant positive for our business in the Washington, DC region.

More street life would be a positive for the urban environment, hopefully triggering government contractor clients to return to their offices in line with government clients.

In addition, if the General Services Administration (“GSA”) reduces space requirements, we do not expect to be directly or materially impacted by this reduction as we have limited exposure to GSA leases.

Leasing Statistics

The table below details the leasing activity, including 100% of the unconsolidated joint ventures, that commenced revenue recognition during the year ended December 31, 2023:

The table below details our vacancy and the leasing activity, including 100% of the unconsolidated joint ventures, that commenced revenue recognition during the year ended December 31, 2024:

Year ended December 31, 2024

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Vacant space available at the beginning of the period 5,696,007

Property dispositions/properties taken out of service (1) (645,154)

Properties placed (and partially placed) in-service (2) 668,672

Vacant space from property dispositions/properties taken out of service (1) (580,232)

Vacant space from properties placed (and partially placed) in-service (2) 831,121

Leases expiring or terminated during the period 4,952,232

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Vacant space available for lease at the end of the period 6,122,074

Leases executed during the period, in square feet (4) 4,181,399

Leases executed during the period (4) 5,648,615

Second generation leasing information :

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__________________

(1) Total vacant square feet of properties taken out of service and property dispositions during the year ended December 31, 2023 consists of 289,204 square feet at Metropolitan Square (See Note 6 to the Consolidated Financial Statements), 195,191 square feet at 300 Binney Street, 55,852 square feet at 420 Bedford Street, 57,045 square feet at 430 Bedford Street, 25,189 square feet at 2098 Gaither Road and 22,673 square feet at 2092 Gaither Road.

(2) Total vacant square feet of properties placed (and partially placed) in-service during the year ended December 31, 2023 consists of 230,592 square feet at 751 Gateway, 181,597 square feet at 2100 Pennsylvania Avenue, 104,166 square feet at 140 Kendrick Street - Building A, 142,147 square feet at 180 CityPoint and 10,170 square feet at Reston Next.

(1) Total square feet from properties taken out of service during the year ended December 31, 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 from properties placed (and partially placed) in-service during the year ended December 31, 2024 consists of 239,908 square feet at 300 Binney Street, 187,048 square feet at 180 CityPoint, 117,907 square feet at 760 Boylston Street, 112,841 square feet at 103 CityPoint, 102,542 square feet at 360 Park Avenue South, 67,017 square feet at 651 Gateway and 3,858 square feet at Reston Next Office Phase II .

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

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The total square feet of leases e xecuted and recognized during the year ended December 31, 2024 is 943,147 square feet.

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

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Based on our acquisitions to date, our allocation to customer relationship intangible assets has been immaterial.

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We record acquired “above-” and “below-market” leases at their fair values (using a discount rate which reflects the risks associated with the leases acquired) equal to the difference between (1) the contractual amounts to be paid pursuant to each in-place lease and (2) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases.

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In estimating costs to execute similar leases, we consider leasing commissions, legal and other related expenses.

During the year ended December 31, 2023, we completed the acquisition of our joint venture partner’s 45% interest in the joint venture entity that owns Santa Monica Business Park located in Santa Monica, California, for a gross purchase price of approximately $38.0 million.

This transaction was accounted for as an asset acquisition, and the purchase price was allocated based on the relative fair values of the assets acquired and liabilities assumed (See Note 3 to the Consolidated Financial Statements).

During the year ended December 31, 2024, we completed two acquisitions in Washington, DC consisting of (1) 725 12th Street for a purchase price, excluding transaction costs, of $34.0 million and (2) our joint venture partner’s 50% economic ownership interest in the joint venture entity that owned 901 New York Avenue.

At acquisition, the total net equity acquired for 901 New York Avenue was $20.0 million, which includes $10.0 million in cash that we paid for the joint venture partner's 50% economic ownership interest in the joint venture.

These transactions were accounted for as asset acquisitions, and the purchase price was allocated based on the relative fair values of the assets acquired and liabilities assumed (See Note 3 to the Consolidated Financial Statements).

Management reviews its long-lived assets for indicators of impairment following the end of each quarter and when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

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An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value.

The evaluation of anticipated cash flows is subjective and is based in part on assumptions regarding anticipated hold periods, future occupancy, future rental rates, future capital requirements, discount rates and capitalization rates that could differ materially from actual results in future periods.

Any or all of such assumptions could differ materially from actual results in future periods.

Because cash flows on properties considered to be “long-lived assets to be held and used” are considered on an undiscounted basis to determine whether an asset may be impaired, our established strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss.

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If we determine that an impairment has occurred, the affected assets must be reduced to their fair value.

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.

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 during the year ended December 31, 2024.

Unconsolidated Joint Ventures

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We will record an impairment charge if we determine that a decline in the fair value below the carrying amount of an investment in an unconsolidated joint venture is other-than-temporary.

The fair value is calculated using discounted cash flows which is subjective and considers assumptions regarding future occupancy, future rental rates, future capital requirements, debt interest rates and availability, discount rates and capitalization rates that could differ materially from actual results in future periods.

The fair value is calculated using discounted cash flows which is subjective and considers assumptions regarding

future occupancy, future rental rates, future capital requirements, debt interest rates and availability, discount rates and capitalization rates that could differ materially from actual results in future periods.

As of December 31, 2024, the net carrying amounts of our investments in unconsolidated joint ventures was approximately $1.1 billion, which includes investments with deficit balances aggregating approximately $33.5 million included within Other Liabilities in our Consolidated Balance Sheets.

During the year ended December 31, 2023, we recorded an other-than-temporary impairment loss on our investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza of approximately $155.2 million, $54.0 million, $33.4 million and $29.9 million, respectively (See Note 6 to the Consolidated Financial Statements).

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During the year ended December 31, 2024, we recognized an other-than-temporary impairment loss on our investments in Colorado Center, Gateway Commons and Safeco Plaza of approximately $168.4 million, $126.1 million and $46.8 million, respectively (See Note 6 to the Consolidated Financial Statements).

Our accounting policies related to income tax are described in Note 2 to our Consolidated Financial Statements.

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These taxes are recorded as operating expenses in the accompanying Consolidated Financial Statements.

The following table reconciles GAAP net income attributable to Boston Properties, Inc.

The following table reconciles GAAP net income attributable to BXP, Inc.

to taxable income:

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(in thousands)

Net income attributable to Boston Properties, Inc.

Net income attributable to BXP, Inc.

$ 14,272 $ 190,215 $ 848,947

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Taxable income $ 580,873 $ 700,294 $ 713,614

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Results of Operations for the Year Ended December 31, 2024 and 2023

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Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “ Management’s Discussion and Analysis of Financial Condition and Results of Operation s” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27, 2024.

Net income attributable to Boston Properties, Inc.

Net income attributable to BXP, Inc.

and net income attributable to Boston Properties Limited Partnership decreased by approximately $175.9 million and $196.3 million, respectively, for the year ended December 31, 2024 compared to 2023, as set forth in the following tables and for the reasons discussed below under the heading “ Comparison of the year ended December 31, 2024 to the year ended December 31, 2023” within “ Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations .”

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

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 years ended December 31, 2024 and 2023.

For a detailed discussion of Net Operating Income (“NOI”), including the reasons management believes NOI is useful to investors, see page 65 .

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Year ended December 31,

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(in thousands)

Net Income Attributable to Boston Properties, Inc.

Net Income Attributable to BXP, Inc.

$ 14,272 $ 190,215 $ (175,943) (92.50) %

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645,117 579,572 65,545 11.31 %

Impairment loss

13,615 — 13,615 100.00 %

Losses from interest rate contracts — 79 (79) (100.00) %

1 unchanged sentence

Other Income:

Unrealized gain (loss) on non-real estate investment 239 (150) 389 259.33 %

Gains (losses) from investments in securities 5,556 (6,453) 12,009 186.10 %

Other income - assignment fee — 6,624 (6,624) (100.00) %

Unrealized gain on non-real estate investments 546 239 307 128.45 %

Gains from investments in securities 4,416 5,556 (1,140) (20.52) %

Interest and other income (loss) 60,199 69,964 (9,765) (13.96) %

Gain on sales-type lease — 10,058 (10,058) (100.00) %

Gains on sales of real estate 602 517 85 16.44 %

517 437,019 (436,502) (99.88) %

Other Expenses:

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Net Operating Income $ 2,041,045 $ 1,998,776 $ 42,269 2.11 %

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Year ended December 31,

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645,117 579,572 65,545 11.31 %

Impairment loss

13,615 — 13,615 100.00 %

Losses from interest rate contracts — 79 (79) (100.00) %

1 unchanged sentence

Other Income:

Unrealized gain (loss) on non-real estate investment 239 (150) 389 259.33 %

Gains (losses) from investments in securities 5,556 (6,453) 12,009 186.10 %

Other income - assignment fee — 6,624 (6,624) (100.00) %

Unrealized gain on non-real estate investments 546 239 307 128.45 %

Gains from investments in securities 4,416 5,556 (1,140) (20.52) %

Interest and other income (loss) 60,199 69,964 (9,765) (13.96) %

Gain on sales-type lease — 10,058 (10,058) (100.00) %

Gains on sales of real estate 602 517 85 16.44 %

517 441,075 (440,558) (99.88) %

Other Expenses:

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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.

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

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

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

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

and net income attributable to Boston Properties Limited Partnership, as applicable, the most directly comparable GAAP financial measures, plus (1) net income attributable to noncontrolling interests, interest expense, impairment loss, losses from interest rate contracts, 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 on non-real estate investments, gains 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 attributable to Boston Properties Limited Partnership.

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

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

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

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

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

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

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

The gains on sales of real estate and 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”).

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

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

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 gains on sales of real estate and depreciation expense when those properties are sold.

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

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

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

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We did not sell any properties during the years ended December 31, 2024 and 2023.

Same Property Portfolio Properties Acquired Portfolio Properties

Placed In-Service

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

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

2024 2023 Increase/

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Hotel Net Operating Income for the year ended December 31, 2024 and 2023 is comprised of Hotel Revenue of $51,224 and $47,357 less Hotel Expenses of $35,288 and $32,225, respectively, per the Consolidated Statements of Operations.

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Same Property Portfolio

Lease Revenue (Excluding Termination Income)

Lease revenue (excluding termination income) from the Same Property Portfolio increased by approximately $39.1 million for the year ended December 31, 2023 compared to 2022.

The increase was a result of our average revenue per square foot increasing by approximately $1.88, contributing approximately $70.3 million, partially offset by average occupancy decreasing from 91.2% to 90.2%, resulting in a decrease of approximately $31.2 million.

Lease revenue (excluding termination income) from the Same Property Portfolio decreased by approximately $21.6 million for the year ended December 31, 2024 compared to 2023.

The decrease was a result of our average occupancy decreasing from 90.8% to 88.9%, resulting in a decrease of approximately $60.6 million, partially offset by revenue per square foot increasing by approximately $1.14, contributing approximately $39.0 million.

Termination Income

Termination income decreased by approximately $3.8 million for the year ended December 31, 2024 compared to 2023.

Termination income for the year ended December 31, 2023 related to 24 clients across the Same Property Portfolio and totaled approximately $3.0 million, which was primarily related to clients that terminated leases early in San Francisco.

Termination income for the year ended December 31, 2022 related to 27 clients across the Same Property Portfolio and totaled approximately $6.7 million, which was primarily related to clients that terminated leases early in New York City.

In addition, we received a distribution from our unsecured credit claim against Lehman Brothers, Inc.

of approximately $0.6 million.

Termination income for the year ended December 31, 2024 related to 30 clients across the Same Property Portfolio and totaled approximately $9.3 million, with the largest contribution related to a retail client that terminated its lease early in Boston.

Termination income for the year ended December 31, 2023 related to 28 clients across the Same Property Portfolio and totaled approximately $13.1 million, which was primarily related to clients that terminated leases early in Seattle.

Parking and Other Revenue

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Parking and other revenue increased by approximately $1.8 million and $11.8 million, respectively.

The increase in parking revenue was primarily due to an increase in transient and monthly parking.

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

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

Real Estate Operating Expenses

Real estate operating expenses from the Same Property Portfolio increased by approximately $62.8 million, or 6.1%, for the year ended December 31, 2023 compared to 2022, due primarily to increases in real estate taxes of approximately $19.2 million, or 3.8%, and other real estate operating expenses of approximately $33.4 million, or 5.9%.

The increase in real estate taxes was primarily in New York City.

In addition, there was approximately $10.2 million related to the marketing and operating expenses associated with the View Boston observatory which was completed and placed in-service on June 1, 2023.

Real estate operating expenses from the Same Property Portfolio increased by approximately $55.7 million, or 4.9%, for the year ended December 31, 2024 compared to 2023, due primarily to increases in (1) repairs and maintenance of approximately $18.3 million, or 9.9%, (2) utilities of approximately $11.0 million, or 9.8%, and (3) other real estate operating expenses of approximately $16.0 million, or 1.9%.

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 region.

In addition, approximately $10.4 million of the increase related to marketing and operating expenses associated with the View Boston observatory.

Properties Acquired Portfolio

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(dollars in thousands)

Madison Centre (1) May 17, 2022 754,988 $ 63,820 $ 31,978 $ 31,842 $ 12,393 $ 8,386 $ 4,007

125 Broadway September 16, 2022 271,000 41,247 11,440 29,807 4,153 1,049 3,104

Santa Monica Business Park (1) December 14, 2023 1,177,973 $ 75,353 $ 3,890 $ 71,463 $ 27,545 $ 1,431 $ 26,114

901 New York Avenue January 8, 2024 508,130 33,095 — 33,095 12,340 — 12,340

1,686,103 $ 108,448 $ 3,890 $ 104,558 $ 39,885 $ 1,431 $ 38,454

______________

(1) Rental revenue for the year ended December 31, 2023 and 2022 includes approximately $9.9 million and $0.4 million of termination income, respectively.

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

Properties Placed In-Service Portfolio

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(dollars in thousands)

Reston Next Fourth Quarter, 2021 Fourth Quarter, 2022 1,063,296 $ 48,235 $ 35,248 $ 12,987 $ 16,318 $ 11,831 $ 4,487

325 Main Street Second Quarter, 2022 Second Quarter, 2022 414,565 46,543 21,177 25,366 8,743 2,532 6,211

2100 Pennsylvania Avenue Second Quarter, 2022 Second Quarter, 2023 475,849 $ 36,677 $ 21,893 $ 14,784 $ 11,570 $ 9,536 $ 2,034

880 Winter Street (1) Third Quarter, 2022 Fourth Quarter, 2022 243,618 24,948 3,898 21,050 5,650 1,678 3,972

140 Kendrick Street - Building A Third Quarter, 2023 Third Quarter, 2023 104,166 7,664 3,338 4,326 2,412 943 1,469

180 CityPoint Third Quarter, 2023 N/A 329,000 1,312 — 1,312 136 — 136

103 CityPoint Fourth Quarter, 2023 N/A 113,000 — — — 70 — 70

2,743,494 $ 146,269 $ 64,040 $ 82,229 $ 41,396 $ 17,810 $ 23,586

180 CityPoint Third Quarter, 2023 Third Quarter, 2024 329,195 14,558 1,312 13,246 5,996 136 5,860

103 CityPoint Fourth Quarter, 2023 Fourth Quarter, 2024 112,841 3 — 3 871 70 801

760 Boylston Street Second Quarter, 2024 Second Quarter, 2024 118,000 6,991 — 6,991 786 — 786

Reston Next Office Phase II Third Quarter, 2024 N/A 90,000 12 — 12 57 — 57

300 Binney Street Fourth Quarter, 2024 Fourth Quarter, 2024 239,908 7,212 (900) 8,112 1,052 117 935

1,469,959 $ 73,117 $ 25,643 $ 47,474 $ 22,744 $ 10,802 $ 11,942

(1) Conversion of a 224,000 square foot office property located in Waltham, Massachusetts to laboratory space.

Rental revenue for the year ended December 31, 2023 includes approximately $0.2 million of termination income.

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 December 31, 2024.

Rental revenue and real estate operating expenses from our Properties in or Held for Development or Redevelopment Portfolio decreased by approximately $14.6 million and $2.6 million, respectively, for the year ended December 31, 2023 compared to 2022, as detailed below.

Rental Revenue Real Estate Operating Expenses

Name Date Commenced or Held for Development / Redevelopment Square Feet 2023 2022 Change 2023 2022 Change

Rental revenue from our Properties in or Held for Development or Redevelopment Portfolio increased by approximately $2.2 million and real estate operating expenses decreased by approximately $3.4 million for the year ended December 31, 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)

760 Boylston Street September 12, 2022 118,000 $ — $ — $ — $ — $ 608 $ (608)

105 Carnegie Center (1) November 30, 2022 73,000 $ — $ — $ — $ 548 $ 54 $ 494

Shady Grove Innovation District (2) December 1, 2022 154,000 1,069 1,909 (840) 943 1,039 (96)

RTC Next-Hotel (3) December 19, 2022 N/A 926 — 926 2 — 2

Kendall Center Blue Parking Garage (2) January 4, 2023 N/A 8 25 (17) (72) 2,378 (2,450)

300 Binney Street (5) January 30, 2023 236,000 (900) 1,628 (2,528) 117 1,908 (1,791)

Shady Grove Innovation District (3) March 31, 2023 184,000 102 2,061 (1,959) 886 1,482 (596)

Lexington Office Park (3) March 31, 2023 167,000 967 1,486 (519) 1,681 2,067 (386)

171 Dartmouth Street March 28, 2024 N/A — — — 261 — 261

1050 and 1100 Winter Street (3) (4) March 31, 2024 455,000 10,372 4,313 6,059 5,369 5,974 (605)

17 Hartwell Avenue (3) June 30, 2024 30,000 608 1,892 (1,284) 452 518 (66)

Kingstowne One (3) September 30, 2024 154,000 2,010 2,131 (121) 1,324 1,423 (99)

1,063,000 $ 14,067 $ 11,908 $ 2,159 $ 10,449 $ 13,896 $ (3,447)

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

This portion of Shady Grove Innovation District is comprised of three buildings, 2092, 2096, and 2098 Gaither Road that were taken out of service between December 1, 2022 and November 1, 2023.

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(3) On December 19, 2022, in accordance with GAAP, the ground lease that encumbers this property was reclassified as a sales-type lease and the associated assets were derecognized.

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

(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 year ended December 31, 2023 included approximately $2.4 million of demolition costs.

On November 13, 2023, we entered into an agreement to sell a 45% interest in 290 Binney Street.

(5) On November 13, 2023, we sold a 45% interest in this property to an institutional investor (See Note 10 to the Consolidated Financial Statements).

Properties Sold Portfolio

The table below lists the properties we sold between January 1, 2022 and December 31, 2023.

Rental revenue and real estate operating expenses from our Properties Sold Portfolio decreased by approximately $43.3 million and $14.5 million, respectively, for the year ended December 31, 2023 compared to 2022, as detailed below.

Rental Revenue Real Estate Operating Expenses

Name Date Sold Property Type Square Feet 2023 2022 Change 2023 2022 Change

(dollars in thousands)

195 West Street March 31, 2022 Office 63,500 $ — $ 749 $ (749) $ — $ 242 $ (242)

Virginia 95 Office Park June 15, 2022 Office/Flex 733,421 — 5,190 (5,190) — 1,787 (1,787)

601 Massachusetts Avenue August 30, 2022 Office 478,667 — 28,225 (28,225) — 8,499 (8,499)

Total Office 1,275,588 — 34,164 (34,164) — 10,528 (10,528)

The Avant at Reston Town Center (1) November 8, 2022 Residential 329,195 1,579 10,682 (9,103) 410 4,361 (3,951)

Total Residential 329,195 1,579 10,682 (9,103) 410 4,361 (3,951)

1,604,783 $ 1,579 $ 44,846 $ (43,267) $ 410 $ 14,889 $ (14,479)

_____________

(1) We retained and continue to own approximately 26,000 square feet of ground-level retail space.

Rental Revenue and Real Estate Operating Expenses for the year ended December 31, 2023 represent the ground-level retail space.

Rental Revenue and Real Estate Operating Expenses for the year ended December 31, 2022 represent the entire property and not just the portion sold.

For additional information on the sales of the above properties refer to “Results of Operations—Other Income and Expense Items—Gains on Sales of Real Estate” within “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

(3) 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.

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 December 31, 2024.

(4) 1100 Winter Street was taken out of service as of September 30, 2024.

Rental revenue at 1100 Winter Street for the year ended December 31, 2024 included approximately $6.4 million of termination income.

Residential Net Operating Income

Net operating income for our residential same properties increased by approximately $1.7 million for the year ended December 31, 2024 compared to 2023.

The following reflects our occupancy and rate information for our residential same properties for the years ended December 31, 2023 and 2022.

The following reflects our occupancy and rate information for our residential same properties for the year ended December 31, 2024 and 2023.

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

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The Skylyne $ 3,387 $ 3,480 (2.7) % $ 4.28 $ 4.42 (3.2) % 89.0 % 91.1 % (2.3) % 87.1 % 89.1 % (2.2) %

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_____________

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The Boston Marriott Cambridge hotel had net operating income of approximately $15.9 million for the year ended December 31, 2024, representing an increase of approximately $0.8 million compared to the year ended December 31, 2023.

As demand for travel has returned, the Boston Marriott Cambridge has seen an increase in occupancy and room rates, which has led to increased net operating income.

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

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Development and Management Services Revenue

Development and management services revenue increased by approximately $12.8 million for the year ended December 31, 2023 compared to 2022.

Development services revenue and management services revenue increased by approximately $5.0 million and $7.8 million, respectively.

The increase in development services revenue was primarily related to an increase in development fees earned from unconsolidated joint ventures in the Washington, DC region and an increase in fees associated with tenant improvement projects earned from a third-party owned building and a consolidated joint venture in the New York region.

The increase in management services revenue was primarily related to an increase in property management fees earned from a third-party owned building in the Washington, DC region and an unconsolidated joint venture in the New York region.

The increase in management services revenue was also related to an increase in asset management fees earned from an unconsolidated joint venture in the Los Angeles region and leasing commission fees earned from an unconsolidated joint venture in the New York region.

Development and management services revenue decreased by approximately $12.8 million for the year ended December 31, 2024 compared to 2023.

Development services revenue and management services revenue decreased by approximately $6.1 million and $6.7 million, respectively.

The decrease in development services

revenue is primarily related to decreases in fees associated with tenant improvement projects in New York City and decreases in development income earned from unconsolidated joint ventures in the San Francisco and Washington DC regions.

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 increased by approximately $23.8 million for the year ended December 31, 2023 compared to 2022 primarily due to increases in compensation expense and other general and administrative expenses of approximately $21.2 million and $2.6 million, respectively.

The increase in compensation expense related to (1) an approximately $12.1 million increase in the value of our deferred compensation plan and (2) an approximately $9.1 million increase in other compensation expenses, primarily due to age-based vesting and annual increases in employee compensation.

The increase in other general and administrative expenses primarily related to an increase in professional fees.

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

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Capitalized wages for each of the years ended December 31, 2023 and 2022 were approximately $16.1 million.

General and administrative expense decreased by approximately $10.2 million for the year ended December 31, 2024 compared to 2023 primarily due to decreases in compensation expense and other general and administrative expenses of approximately $10.1 million and $0.1 million, respectively.

The decrease in compensation expense related to an approximately $8.9 million decrease in other compensation expenses and approximately $1.2 million decrease in the value of our deferred compensation plan.

Capitalized wages for each of the year ended December 31, 2024 and 2023 were approximately $17.2 million and $16.1 million, respectively.

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

Transaction Costs

Transaction costs increased by approximately $1.4 million for the year ended December 31, 2023 compared to 2022.

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

Transaction costs decreased by approximately $2.7 million for the year ended December 31, 2024 compared to 2023.

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

Depreciation and Amortization Expense

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Properties in or Held for Development or Redevelopment Portfolio (1) 5,484 6,460 (976)

Properties Sold Portfolio 447 8,338 (7,891)

$ 887,191 $ 830,813 $ 56,378

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Properties in or Held for Development or Redevelopment Portfolio (1) 5,484 6,280 (796)

Properties Sold Portfolio 447 8,338 (7,891)

$ 880,383 $ 823,805 $ 56,578

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_____________

(1) During the year ended December 31, 2023, the Kendall Center Blue Parking Garage was taken out of service and demolished to support the development of 290 Binney Street, an approximately 573,000 net rentable square foot laboratory/life sciences project in Cambridge, Massachusetts.

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

As a result, during the year ended December 31, 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

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Loss from Unconsolidated Joint Ventures

For the year ended December 31, 2023 compared to 2022, loss from unconsolidated joint ventures increased by approximately $179.7 million primarily due to an approximately $272.6 million non-cash impairment charge (See Note 6 to the Consolidated Financial Statements).

This increase was partially offset by (1) an approximately $34.3 million net gain related to the disposition of our interest in Metropolitan Square, (2) an approximately $29.9 million gain on consolidation related to the acquisition of our joint venture partner’s interest in our Santa Monica Business Park joint venture during the year ended December 31, 2023 (See Note 6 to the Consolidated Financial Statements), and (3) an approximately $50.7 million non-cash impairment charge at our Dock 72 joint venture during the year ended December 31, 2022.

For the year ended December 31, 2024 compared to 2023, loss from unconsolidated joint ventures increased by approximately $103.6 million primarily due to the recognition of non-cash impairment charges related to our investments in Colorado Center, Gateway Commons and Safeco Plaza aggregating approximately $341.3 million during the year ended December 31, 2024 compared to the recognition of non-cash impairment charges in the amount of $272.6 million related to our investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza during the year ended December 31, 2023.

In addition, during the year ended December 31, 2024, there was an approximately $21.8 million gain recognized from acquiring our joint venture partner’s economic ownership interest in 901 New York Avenue.

Additionally, during the year ended December 31, 2023, there was an approximately $34.3 million net gain related to the disposition of our ownership interest in Metropolitan Square and an approximately $29.9 million net gain related to the acquisition of our joint venture partner’s ownership interest in Santa Monica Business Park that did not recur during the year ended December 31, 2024.

Gains on Sales of Real Estate

The $0.6 million and $0.5 million gains on sale of real estate for the years ended December 31, 2024 and 2023, respectively, 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.

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

Gains on sales of real estate decreased by approximately $436.5 million for the year ended December 31, 2023 compared to 2022, as detailed below.

Name Date Sold Property Type Square Feet Sale Price Net Cash Proceeds Gain on Sale of Real Estate

(dollars in millions)

N/A $ — $ — $ — (1)

195 West Street March 31, 2022 Office 63,500 $ 37.7 $ 35.4 $ 22.7

Virginia 95 Office Park June 15, 2022 Office/Flex 733,421 127.5 121.9 96.2

601 Massachusetts Avenue August 30, 2022 Office 478,667 531.0 512.3 237.4

Broadrun Land Parcel September 15, 2022 Land N/A 27.0 25.6 24.4

The Avant at Reston Town Center November 8, 2022 Residential 329,195 141.0 139.6 55.6

$ 864.2 $ 834.8 $ 436.3 (2)

(1) Excludes approximately $0.5 million of gains on sales of real estate recognized during the year ended December 31, 2023 related to gain amounts from sales of real estate occurring in the prior year.

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(2) Excludes approximately $0.7 million of gains on sales of real estate recognized during the year ended December 31, 2022 related to gain amounts from sales of real estate occurring in the prior year.

Gains on sales of real estate decreased by approximately $440.6 million for the year ended December 31, 2023 compared to 2022, as detailed below.

Name Date Sold Property Type Square Feet Sale Price Net Cash Proceeds Gain on Sale of Real Estate

(dollars in millions)

N/A $ — $ — $ — (1)

195 West Street March 31, 2022 Office 63,500 $ 37.7 $ 35.4 $ 23.4

Virginia 95 Office Park June 15, 2022 Office/Flex 733,421 127.5 121.9 99.5

601 Massachusetts Avenue August 30, 2022 Office 478,667 531.0 512.3 237.5

Broadrun Land Parcel September 15, 2022 Land N/A 27.0 25.6 24.4

The Avant at Reston Town Center November 8, 2022 Residential 329,195 141.0 139.6 55.6

$ 864.2 $ 834.8 $ 440.4 (2)

Gain on Sales-Type Lease

In connection with a ground lease amendment, executed on December 19, 2022 with a third-party hotel developer, we recorded a sales-type lease receivable of approximately $13.0 million, which includes an unguaranteed residual asset of approximately $17,000.

The sales-type lease receivable was measured as the present value of the fixed and determinable lease payments, including the unguaranteed residual value of the asset at the end of the lease, discounted at the rate implicit in the lease.

In addition, we recorded a gain on sales-type lease of approximately $10.1 million associated with the derecognition of the asset.

Interest and Other Income (Loss)

Interest and other income (loss) increased by approximately $58.0 million for the year ended December 31, 2023 compared to 2022, due primarily to an increase of approximately $58.6 million in interest income due to increased interest earned on our deposits partially offset by an increase in our allowance for current expected credit losses of approximately $0.6 million.

Other Income - Assignment Fee

On April 19, 2021, we entered into an agreement to acquire 11251 Roger Bacon Drive in Reston, Virginia for an aggregate purchase price of approximately $5.6 million.

On April 7, 2022, we executed an agreement to assign the right to acquire 11251 Roger Bacon Drive to a third party for an assignment fee of approximately $6.9 million.

Net cash proceeds totaled approximately $6.6 million.

11251 Roger Bacon Drive is an approximately 65,000 square foot office building situated on approximately 2.6 acres.

Gains (Losses) from Investments in Securities

Gains (losses) from investments in securities for the year ended December 31, 2023 and 2022 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 $9.8 million for the year ended December 31, 2024 compared to 2023, due primarily to a decrease in our outstanding cash balances and corresponding lower interest income.

Gains from Investments in Securities

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

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

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

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

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

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

During the year ended December 31, 2023 and 2022, we recognized gains (losses) of approximately $5.6 million and $(6.5) million, respectively, on these investments.

By comparison, our general and administrative expense increased (decreased) by approximately $5.6 million and $(6.5) million during the year ended December 31, 2023 and 2022, 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

During the year ended December 31, 2022, we began investing in non-real estate investments, which are primarily environmentally focused investment funds.

During the years ended December 31, 2023 and 2022, we recognized an unrealized gain (loss) of approximately $0.2 million and $(0.2) million, respectively, due to the observable changes in the fair value of the investments.

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

During the years ended December 31, 2024 and 2023, we recognized gains of approximately $4.4 million and $5.6 million, respectively, on these investments.

By comparison, our general and administrative expense decreased by approximately $4.4 million and $5.6 million during the years ended December 31, 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 Investments

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

As a result, during the years ended December 31, 2024 and 2023, we recognized an unrealized gain of approximately $0.5 million and $0.2 million, respectively, due to the observable changes in the fair value of the investments.

Impairment Loss

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

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

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

Losses from Interest Rate Contracts

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We did not elect hedge accounting, and as such, any change in market value will be recognized at the end of the period.

For the year ended December 31, 2023, we recognized approximately $79,000 of loss from entering into these agreements.

For the year ended December 31, 2023, we recognized a loss of approximately $79,000 from entering into these agreements.

We did not recognize any losses during the year ended December 31, 2024.

Interest Expense

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Increases to interest expense due to:

Increase in interest associated with unsecured term loans and the unsecured credit facility, net $ 45,373

Issuance of $750 million in aggregate principal of 6.750% senior notes due 2027 on November 17, 2022 44,505

Issuance of $750 million in aggregate principal of 6.500% senior notes due 2034 on May 15, 2023 30,564

Increase in interest due to finance leases 10,427

New mortgage loan financings (1) $ 64,308

Amortization expense of financing fees primarily related to unsecured term loan 4,375

Decrease in capitalized interest related to development projects 2,296

Unsecured commercial paper (2) 18,582

Issuance of $750 million in aggregate principal of 6.500% senior notes due 2034 on May 15, 2023 18,345

Issuance of $850 million in aggregate principal of 5.750% senior notes due 2035 on August 26, 2024 16,979

Other interest expense (excluding senior notes) 105

Total increases to interest expense 118,319

Decrease to interest expense due to:

Decreases to interest expense due to:

Repayment of $700 million in aggregate principal of 3.800% senior notes due 2024 on February 1, 2024 (24,600)

Decrease in interest associated with unsecured term loans and the unsecured credit facility, net (3) (13,430)

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

Total decrease to interest expense (5,286)

Decrease in interest due to finance leases (2,109)

Increase in capitalized interest related to development projects (1,724)

Amortization expense of financing fees (239)

Total decreases to interest expense (52,774)

Total change in interest expense $ 65,545

______________

(1) Consists of the mortgage loan collateralized by the 325 Main Street, 355 Main Street, 90 Broadway and Cambridge East Garage (also known as Kendall Center Green Garage) properties located in Cambridge, Massachusetts, and the

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mortgage loan and fair value debt adjustment for Santa Monica Business Park located in Santa Monica, California (See Note 7 to the Consolidated Financial Statements).

(1) Consists of the mortgage loan and, if applicable, fair value debt and swap adjustments collateralized by (1) 325 Main Street, 355 Main Street, 90 Broadway and Cambridge East Garage (also known as Kendall Center Green Garage) properties located in Cambridge, Massachusetts, (2) Santa Monica Business Park located in Santa Monica, California and (3) 901 New York Avenue located in Washington, DC (See Notes 7 and 8 to the Consolidated Financial Statements).

(2) On April 17, 2024, BPLP established an unsecured commercial paper program (See Note 7 to the Consolidated Financial Statements).

(3) Includes, if applicable, swap adjustments (See Note 8 to the Consolidated Financial Statements).

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

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

Interest capitalized for the years ended December 31, 2023 and 2022 was approximately $42.6 million and $52.1 million, respectively.

Interest capitalized for the year ended December 31, 2024 and 2023 was approximately $42.0 million and $42.6 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.

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

The repayment was completed with available cash and the $600 million proceeds from the mortgage loan entered into on October 26, 2023 (See Note 7 to the Consolidated Financial Statements).

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

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

At December 31 , 2023, our variable rate debt consisted of BPLP’s $1.815 billion revolving credit facility (the “Revolving Facility”) under its $1.5 billion unsecured credit facility (the “2021 Credit Facility”), $1.2 billion unsecured term loan drawn by BPLP in January 2023 (the ”2023 Unsecured Term Loan”), $900 million collateralized by Santa Monica Business Park and our 325 Main Street, 355 Main Street, 90 Broadway and Kendall Center Green Garage properties.

As of December 31, 2023, the Revolving Facility did not have a balance outstanding.

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

On January 15, 2025, we repaid at maturity $850.0 million in aggregate principal amount of our 3.200% unsecured senior notes.

The repayment was completed with available cash and proceeds from our August 2024 offering of $850.0 million in aggregate principal amount of 5.750% unsecured senior notes due 2035.

At December 31, 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 December 31, 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 December 31, 2024 refer to the heading “ Liquidity and Capital Resources—Debt Financing” within “ Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Noncontrolling Interests in Property Partnerships

Noncontrolling interests in property partnerships increased by approximately $3.8 million for the year ended December 31, 2023 compared to 2022, as detailed below.

Noncontrolling interests in property partnerships decreased by approximately $11.1 million for the year ended December 31, 2024 compared to 2023, as detailed below.

Property Noncontrolling Interests in Property Partnerships for the year ended December 31,

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767 Fifth Avenue (the General Motors Building) $ 12,495 $ 13,201 $ (706)

Times Square Tower 22,495 21,057 1,438

7 Times Square (formerly Times Square Tower) (1) 15,657 22,495 (6,838)

601 Lexington Avenue (2) 9,402 13,625 (4,223)

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300 Binney Street (4) 2,505 60 2,445

290 Binney Street (5) 497 — 497

$ 67,516 $ 78,661 $ (11,145)

______________

(1) 343 Madison Avenue is held for future development (See Notes 4 and 10 to the Consolidated Financial Statements).

(2) 300 Binney Street is currently under redevelopment (See Note 10 to the Consolidated Financial Statements).

(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.

(4) Property was fully placed in service on October 31, 2024.

(5) Property is currently in development.

Noncontrolling Interest—Common Units of the Operating Partnership

For BXP, noncontrolling interest—common units of the Operating Partnership decreased by approximately $74.2 million for the year ended December 31, 2023 compared to 2022 due primarily to a decrease in allocable income, which was primarily the result of recognizing a non-cash impairment charge related to our investment in unconsolidated joint ventures during 2023 and a greater gain on sales of real estate amount during 2022.

For BXP, noncontrolling interest—common units of the Operating Partnership decreased by approximately $20.1 million for the year ended December 31, 2024 compared to 2023 due primarily to a decrease in allocable income, which was primarily the result of recognizing a greater non-cash impairment charge related to our investment in unconsolidated joint ventures during the year ended December 31, 2024.

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

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Liquidity and Capital Resources

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• fund normal recurring expenses;

• meet debt service and principal repayment obligations and balloon payments on maturing debt, including the $1.2 billion 2023 Unsecured Term Loan maturing May 16, 2024 (unless we exercise the one-year extension option, subject to certain conditions) and $850 million of 3.200% unsecured senior notes due January 15, 2025;

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

• $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,

• $1.0 billion of 3.650% unsecured senior notes due February 1, 2026, and

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

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

• fund development and redevelopment costs;

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• cash and cash equivalent balances;

• borrowings under BPLP’s Revolving Facility, unsecured term loans, short-term bridge facilities and construction loans;

• borrowings under BPLP’s 2021 Credit Facility, unsecured term loans, short-term bridge facilities and construction loans;

• long-term secured and unsecured indebtedness (including unsecured exchangeable indebtedness);

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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, proceeds from asset sales and BPLP’s Revolving Facility.

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

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

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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, 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.

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

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

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

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Reston Next Office Phase II Q2 2026 Reston, VA 1 90,000 45,672 61,000 — — 15,328 9 % (7)

725 12th Street (Redevelopment) Q4 2030 Washington, DC 1 320,000 51,447 349,600 — — 298,153 47 % (8)

Total Office Properties under Construction/Redevelopment 3 860,000 456,807 828,900 156,470 156,470 372,093 30 %

Laboratory/Life Sciences

103 CityPoint Q3 2025 Waltham, MA 1 113,000 88,084 115,100 — — 27,016 — % (7)

180 CityPoint Q3 2025 Waltham, MA 1 329,000 217,911 290,500 — — 72,589 43 % (8)

300 Binney Street (55% ownership) (Redevelopment) Q1 2025 Cambridge, MA 1 236,000 (24,497) 112,915 — — 137,412 100 % (9)

651 Gateway (50% ownership) (Redevelopment) Q3 2026 South San Francisco, CA 1 327,000 132,083 167,100 — — 35,017 21 % (9)

290 Binney Street Q2 2026 Cambridge, MA 1 566,000 265,462 1,116,300 — — 850,838 100 % (10)

290 Binney Street (55% ownership) Q2 2026 Cambridge, MA 1 573,000 212,002 508,000 — — 295,998 100 % (10)

Total Laboratory/Life Sciences Properties under Construction/Redevelopment 2 900,000 344,085 675,100 — — 331,015 71 %

Skymark - Reston Next Residential (508 units) (20% ownership) Q2 2026 Reston, VA 1 417,000 33,081 47,700 28,000 14,734 1,353 — %

121 Broadway Street (439 units) Q2 2029 Cambridge, MA 1 492,000 104,364 597,800 — — 493,436 — %

Total Residential Property under Construction 1 492,000 104,364 597,800 — — 493,436 — %

760 Boylston Street (Redevelopment) Q2 2024 Boston, MA 1 118,000 31,490 43,800 — — 12,310 100 %

Reston Next Retail Q4 2025 Reston, VA 1 33,000 24,427 26,600 — — 2,173 13 %

Total Retail Properties under Construction/Redevelopment 2 151,000 53,856 70,400 — — 16,544 78 %

Total Retail Properties under Construction 1 33,000 24,427 26,600 — — 2,173 13 %

Total Properties under Construction/Redevelopment 7 2,285,000 $ 929,683 $ 2,128,400 $ 156,470 $ 156,470 $ 1,198,717 50 % (11)

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(5) Represents percentage leased as of February 21, 2025, including leases with future commencement dates.

(6) On December 14, 2023, we acquired an additional 29% ownership interest in the property, which has increased our total ownership to 71%.

Investment to Date excludes approximately $54.0 million of an impairment charge (See Note 6 to the Consolidated Financial Statements).

(6) As of December 31, 2024, this property was 30% placed in-service.

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

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(9) On November 13, 2023, we entered into a joint venture with an institutional investor who funded approximately $212.9 million at closing for its investment.

We withdrew approximately $212.9 million at closing and will fund all future costs of the project (See Note 10 to the Consolidated Financial Statements).

(10) On November 13, 2023, we entered into an agreement with an institutional investor to sell a 45% interest in 290 Binney Street.

Upon closing of the partial interest sale, our share of estimated future development spend will be reduced over time by approximately $533.5 million.

(8) We acquired 725 12th Street on December 27, 2024 for a purchase price, excluding transaction costs, of $34.0 million.

Concurrently with the acquisition, a lease was executed with McDermott Will & Emery LLP for approximately 152,000 square feet of the redeveloped building (See Note 3 to the Consolidated Financial Statements).

(9) As of December 31, 2024, this property was 27% placed in-service.

This property was fully placed in-service on January 2, 2025 (See Note 17 to the Consolidated Financial Statements).

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

The project budget reflects our 55% share of joint venture costs related to 290 Binney Street.

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

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

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

We have invested $71.9 million for the vault as of December 31, 2024.

(11) Percentage leased excludes the residential property.

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

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

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We believe these sources of capital will continue to provide the funds necessary for our short-term liquidity needs.

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

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

As of December 31, 2023, we had 10 properties under development or redevelopment.

Our share of the estimated total investment for these projects is approximately $2.4 billion, of which approximately $1.3 billion remains to be funded primarily with equity through 2027.

During 2023, we completed the development/redevelopment of:

• 2100 Pennsylvania Avenue, an approximately 476,000 net rentable square foot premier workplace located in Washington, DC, for an estimated total investment of $394.9 million.

Including leases with future commencement dates, the property was 95% leased as of December 31, 2023.

• View Boston observatory, a panoramic three-floor observatory at the top of 800 Boylston Street - The Prudential Tower in Boston, Massachusetts, for an estimated total investment of $182.3 million.

• 140 Kendrick Street - Building A, a premier workplace redevelopment project with approximately 104,000 net rentable square feet located in Needham, Massachusetts, for an estimated total investment of $21.9 million.

The property is the first net-zero, carbon-neutral office repositioning of its scale in Massachusetts.

The property is 100% leased as of December 31, 2023.

• 751 Gateway, a laboratory/life sciences property with approximately 231,000 net rentable square feet in South San Francisco, California, for an estimated total investment of $127.6 million.

We own this property through a joint venture entity in which we own a 49% interest.

The property is 100% leased as of December 31, 2023.

Since September 30, 2023, we further strengthened our balance sheet through sourcing additional liquidity.

Material adverse changes in one or more sources of capital may adversely affect our net cash flows and our ability to repay or refinance existing indebtedness as it matures.

As of December 31, 2024, we had seven properties under development or redevelopment.

BXP’s Share of the estimated total investment for these projects is approximately $2.3 billion, of which approximately $1.3 billion remains to be funded through 2030.

Since the third quarter of 2024, we further strengthened our balance sheet by repaying debt and extending maturities.

Notable transactions include:

• On November 13, 2023, we entered into agreements to sell a 45% interest in each of 290 Binney Street and 300 Binney Street, two life science development projects located in Kendall Square in Cambridge, Massachusetts, to an institutional investor at a gross valuation of approximately $1.66 billion or $2,050 per square foot.

The properties total approximately 802,000 net rentable square feet, and each is 100% pre-leased.

We will provide development, property management, and leasing services for the joint ventures.

The institutional investor funded approximately $212.9 million at closing for its 45% investment in 300 Binney Street (see Note 10 to the Consolidated Financial Statements) and, upon closing of its 45% investment in 290 Binney Street, the institutional investor’s investment will reduce BXP’s estimated future development spend over time by approximately $533.5 million.

• On October 26, 2023, we closed on a $600 million mortgage loan collateralized by our 325 Main Street, 355 Main Street, 90 Broadway and Cambridge East Garage (also known as Kendall Center Green Garage) properties located in Cambridge, Massachusetts.

The mortgage loan, totaling $600 million, requires interest-only payments at Daily Compounded SOFR plus 2.25% per annum until maturity on October 26, 2028.

On December 7, 2023, we entered into interest rate swap agreements to fix Daily Compounded SOFR at a weighted-average fixed interest rate of approximately 3.79% for an all-in interest rate of 6.04% for this mortgage loan.

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• On February 1, 2024, we repaid at maturity our 3.800% unsecured senior notes at par utilizing available cash and the proceeds from the aforementioned $600 million mortgage loan.

The repayment price was approximately $713.3 million, which included the stated principal of $700 million plus approximately $13.3 million of accrued and unpaid interest up to, but not including, the repayment date.

Our consolidated debt maturities through January 31, 2025 include the $1.2 billion 2023 Unsecured Term Loan that matures on May 16, 2024 (unless we exercise the one-year extension option, subject to certain conditions) and $850 million aggregate principal amount of BPLP’s 3.200% unsecured senior notes due January 15, 2025.

In our unconsolidated joint venture portfolio, we have approximately $343.2 million (our share) of debt maturing in 2024.

We expect to fund the foregoing debt maturities using available cash balances, proceeds from asset sales, draws on BPLP’s Revolving Facility, and/or through refinancings using secured debt or unsecured debt, or both.

We expect our net interest expense will increase in 2024 compared to 2023 primarily due to higher interest rates on outstanding debt and debt that we refinance, and lower interest income as we use cash balances to repay debt and fund our development pipeline.

As of February 20, 2024, we had available cash of approximately $533.1 million (of which approximately $104.0 million is attributable to our consolidated joint venture partners).

Our liquidity and capital resources depend on a wide range of factors, and we believe that our access to capital and our strong liquidity, including the approximately $1.8 billion available under BPLP’s Revolving Facility and our available cash, as of February 20, 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 October 8, 2024, we modified the mortgage loan collateralized by our Santa Monica Business Park properties located in Santa Monica, California (“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 plus 1.38% per annum and was scheduled to mature on July 19, 2025.

The modified loan has an outstanding principal balance of $200.0 million, is scheduled to mature on October 8, 2028 and continues to bear interest at a variable rate equal to Daily Simple SOFR plus 1.38% per annum until July 19, 2025.

Beginning July 19, 2025, the mortgage loan will bear interest at Daily Simple SOFR plus 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 Notes 7 and 8 to the Consolidated Financial Statements).

• On January 15, 2025, we repaid at maturity $850.0 million in aggregate principal amount of our 3.200% unsecured senior notes.

The repayment was completed with available cash and proceeds from our August 2024 offering of $850.0 million in aggregate principal amount of 5.750% unsecured senior notes due 2035.

As of December 31, 2024, our share of unconsolidated joint venture debt maturing through February 2026 was approximately $551.4 million.

This debt matures at different times through February 2026 and we expect to fund the repayment of this debt through a combination of refinancings in whole or in part, 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.

We expect net interest expense will be higher in 2025 as a result of lower projected interest income in 2025 due to (i) lower cash balances as a result of ongoing development costs in 2025 and (ii) the repayment of our $850.0 million unsecured senior notes at maturity on January 15, 2025 (See Note 7 to the Consolidated Financial Statements).

We expect our interest expense will be flat or slightly higher in 2025 compared to 2024 (assuming no interest rate cuts by the Federal Reserve) primarily due to the increased interest expense associated with BPLP’s August 2024 issuance of $850.0 million aggregate principal amount of unsecured senior notes offset by lower average outstanding debt balances.

As of February 21, 2025, we had available cash of approximately $366.7 million (of which approximately $125.0 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 $1.2 billion available under BPLP’s 2021 Credit Facility and our available cash, as of February 21, 2025, 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 sites and we expect to put an operating property into the market for sale in 2025.

If successful, these sales in aggregate could generate approximately $200.0 million of net proceeds in 2025, although it is possible that one of the land sales does not close until 2026.

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

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

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

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

On May 17, 2023, BXP renewed its ATM stock offering program through which it may sell from time to time up to an aggregate of $600.0 million of its common stock through sales agents over a three-year period.

Under the ATM stock offering program, BXP may also engage in forward sale transactions with affiliates of certain sales agents for the sale of its common stock on a forward basis.

BXP intends to use the net proceeds from any offering for general business purposes, which may include investment opportunities and debt reduction.

We have not sold any shares under this ATM stock offering program.

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, 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.

We are exposed to inflation risk, as income from long-term leases is the primary source of our cash flows from operations.

There are provisions in the majority of our client leases that protect us from, and mitigate the risk of, the impact of inflation.

There are provisions in the majority of our client leases that protect us from, and mitigate the near term risk of, the impact of inflation.

These provisions include rent steps and resets to market, reimbursement billings for operating expense pass-through charges, real estate tax and insurance reimbursements on a per-square-foot basis, or in some cases, annual reimbursement of operating expenses above a certain per-square-foot allowance.

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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.

Common and LTIP unitholders (other than unearned MYLTIP units) of limited partnership interest in BPLP receive the same distribution per unit that is paid per share of BXP common stock.

Holders of common and LTIP units (other than unearned MYLTIP units) of limited partnership interest in BPLP receive the same distribution per unit that is paid per share of BXP common stock.

BXP’s Board of Directors will continue to evaluate BXP’s dividend rate in light of our actual and projected taxable income (including gains on sales), liquidity requirements and other circumstances, and there can be no assurance that the future dividends declared by BXP’s Board of Directors will not differ materially from the current quarterly dividend amount.

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To the extent that we sell assets at a gain and cannot efficiently use the proceeds in a tax deferred manner for either our development activities or attractive acquisitions, BXP would, at the appropriate time, decide whether it is better to declare a special dividend, adopt a stock repurchase program, reduce indebtedness or retain the cash for future investment opportunities.

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

Cash and cash equivalents and cash held in escrows aggregated approximately $1.6 billion and $736.8 million at December 31, 2023 and 2022, respectively, representing an increase of approximately $875.8 million.

Cash and cash equivalents and cash held in escrows aggregated approximately $1.3 billion and $1.6 billion at December 31, 2024 and 2023, respectively, representing a decrease of approximately $0.3 billion.

The following table sets forth changes in cash flows:

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Net cash used in investing activities (1,237,396) (1,193,681) (43,715)

Net cash provided by financing activities 767,916 556,057 211,859

Net cash (used in) provided by financing activities (274,476) 767,916 (1,042,392)

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 7.8 years as of December 31, 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.

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

In addition, over the past several years, we have raised capital through the sale of some of our properties and through secured and unsecured borrowings.

Cash is used in investing activities to fund acquisitions, development, net investments in unconsolidated joint ventures and maintenance and repositioning capital expenditures.

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 years ended December 31, 2024 and December 31, 2023 is detailed below:

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Year ended December 31,

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Proceeds from sales of real estate 602 517

Acquisition of real estate (net of cash received upon consolidation) (4) (13,155) —

Proceeds from assignment fee (5) — 6,624

Acquisition of real estate upon consolidation of unconsolidated joint ventures (net of cash) (3) 6,086 (13,155)

Capital contributions to unconsolidated joint ventures (4) (132,096) (192,650)

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Issuance of note receivables (including related party) (6) (3,258) (12,177)

Proceeds from note receivable (9) — 10,000

Investments in securities, net 136 1,496

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

(1) On September 16, 2022, we acquired 125 Broadway in Cambridge, Massachusetts for a net purchase price, including transaction costs, of approximately $592.4 million.

The acquisition was completed with available cash and borrowings under BPLP’s Revolving Facility.

125 Broadway is a 271,000 net rentable square foot, six-story, laboratory/life sciences property.

On May 17, 2022, we completed the acquisition of Madison Centre in Seattle, Washington, for an aggregate purchase price, including transaction costs, of approximately $724.3 million.

Madison Centre is an approximately 755,000 net rentable square foot, 37-story, LEED-Platinum certified, premier workplace.

(1) On December 27, 2024, we completed the acquisition of 725 12th Street located in Washington, DC, for a purchase price, including transaction costs, of approximately $35.4 million.

The acquisition was completed with available cash.

Following the acquisition, we commenced redevelopment of the property.

(2) Construction in progress for the year ended December 31, 2024 included ongoing expenditures associated with 760 Boylston Street, 180 CityPoint, 103 CityPoint and 300 Binney Street, which were fully placed in-service during the year ended December 31, 2024.

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, 121 Broadway and 725 12th Street.

Construction in progress for the year ended December 31, 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 year ended December 31, 2023 and 180 CityPoint and 103 CityPoint that were partially placed in-service during the year ended December 31, 2023.

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On November 30, 2023, we elected to suspend redevelopment on 105 Carnegie Center located in Princeton, New Jersey.

Construction in progress for the year ended December 31, 2022 included ongoing expenditures associated with 2100 Pennsylvania Avenue, which was partially placed in-service, and 325 Main Street, 880 Winter Street and Reston Next, which were completed and fully placed in-service during the year ended December 31, 2022.

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

(3) On November 8, 2022, we completed the sale of the residential component of The Avant at Reston Town Center, located in Reston, Virginia, for a gross sale price of $141.0 million.

Net cash proceeds totaled approximately $139.6 million, resulting in a gain on sale of real estate of approximately $55.6 million for BXP and BPLP.

The Avant at Reston Town Center is a 15-story, 359-unit, luxury multifamily building consisting of approximately 329,000 net rentable square feet, excluding retail space.

We retained ownership of the approximately 26,000 square foot ground-level retail space.

On September 15, 2022, we completed the sale of two parcels of land located in Loudoun County, Virginia for a gross sale price of $27.0 million.

Net cash proceeds totaled approximately $25.6 million, resulting in a gain on sale of real estate totaling approximately $24.4 million for BXP and BPLP.

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On August 30, 2022, we completed the sale of 601 Massachusetts Avenue located in Washington, DC for a gross sale price of $531.0 million.

Net cash proceeds totaled approximately $512.3 million, resulting in a gain on sale of real estate totaling approximately $237.4 million for BXP and approximately $237.5 million for BPLP.

601 Massachusetts Avenue is an approximately 479,000 net rentable square foot premier workplace.

On June 15, 2022, we completed the sale of our Virginia 95 Office Park properties located in Springfield, Virginia for an aggregate gross sale price of $127.5 million.

Net cash proceeds totaled approximately $121.9 million, resulting in a gain on sale of real estate totaling approximately $96.2 million for BXP and approximately $99.5 million for BPLP.

Virginia 95 Office Park consists of eleven Class A office/flex properties aggregating approximately 733,000 net rentable square feet.

On March 31, 2022, we completed the sale of 195 West Street located in Waltham, Massachusetts for a gross sale price of $37.7 million.

Net cash proceeds totaled approximately $35.4 million, resulting in a gain on sale of real estate totaling approximately $22.7 million for BXP and approximately $23.4 million for BPLP.

195 West Street is an approximately 63,500 net rentable square foot premier workplace.

(3) 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.

On December 14, 2023, we acquired our joint venture partner’s 45% interest in the joint venture entity that owns Santa Monica Business Park located in Santa Monica, California.

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Santa Monica Business Park is a 47-acre office park consisting of 21 buildings totaling approximately 1.2 million net rentable square feet.

(5) On April 19, 2021, we entered into an agreement to acquire 11251 Roger Bacon Drive in Reston, Virginia for an aggregate purchase price of approximately $5.6 million.

On April 7, 2022, we executed an agreement to assign the right to acquire 11251 Roger Bacon Drive to a third party for an assignment fee of approximately $6.9 million.

Net cash proceeds totaled approximately $6.6 million.

11251 Roger Bacon Drive is an approximately 65,000 square foot office building situated on approximately 2.6 acres.

The property was 100% leased.

(4) Capital contributions to unconsolidated joint ventures for the year ended December 31, 2024 consisted primarily of cash contributions of approximately $62.7 million, $32.1 million, $13.5 million and $11.6 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 year ended December 31, 2023 consisted primarily of cash contributions of approximately $62.6 million, $42.7 million, $18.0 million, $18.0 million, $14.9 million, $10.6 million and $10.1 million to our Gateway Commons, Platform 16, Worldgate Drive, Dock 72, 360 Park Avenue South, 751 Gateway and Safeco Plaza joint ventures, respectively.

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

Capital contributions to unconsolidated joint ventures for the year ended December 31, 2022 consisted primarily of cash contributions of approximately $120.8 million, $56.9 million, $45.2 million and $24.7 million to our 200 Fifth Avenue, Gateway Commons, Platform 16 and 751 Gateway joint ventures, respectively.

On November 17, 2022, we entered into a new joint venture for 200 Fifth Avenue located in New York, New York.

(7) Capital distributions from unconsolidated joint ventures for the year ended December 31, 2023 consisted primarily of a cash distribution totaling approximately $32.8 million from our 360 Park Avenue South joint venture.

Capital distributions from unconsolidated joint ventures for the year ended December 31, 2022 consisted primarily of cash distributions totaling approximately $21.6 million and $11.6 million from our Metropolitan Square and 7750 Wisconsin Avenue joint ventures, respectively.

(8) On October 2, 2023, a joint venture in which we owned a 20% interest completed the restructuring of Metropolitan Square (See Note 6 to the Consolidated Financial Statements) which included among other items, the closing of a new mezzanine loan with a maximum principal amount of $100.0 million (“New Mezz Loan”).

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

We will fund 20%, or up to $20.0 million, of any amounts borrowed under the New Mezz Loan.

As of December 31, 2023, we had funded approximately $1.7 million.

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

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

(5) Capital distributions from unconsolidated joint ventures for the years ended December 31, 2024 and 2023 consisted primarily of cash distributions from our 360 Park Avenue South joint venture.

(6) On October 2, 2023, a joint venture in which we owned a 20% interest completed the restructuring of Metropolitan Square which included among other items, the closing of a new mezzanine loan with a maximum principal amount of $100.0 million.

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

We will fund 20%, or up to $20.0 million, of any amounts borrowed under the new mezzanine loan.

For the years ended December 31, 2024 and 2023, we had funded approximately $3.3 million and $1.7 million, respectively.

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

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

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

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

(9) An affiliate of The Bernstein Companies exercised its option to borrow $10.0 million from us, and we provided the financing on June 1, 2020.

The financing bore interest at a fixed rate of 8.00% per annum, compounded monthly, and was scheduled to mature on the fifth anniversary of the date on which the base building of the affiliate of The Bernstein Companies’ hotel property was substantially completed.

On June 27, 2022, the borrower repaid the loan in full, including approximately $1.6 million of accrued interest.

Cash provided by financing activities for the year ended December 31, 2023 totaled approximately $767.9 million.

This amount consisted primarily of borrowings under the 2023 Unsecured Term Loan, the proceeds from the issuance by BPLP of $750 million in aggregate principal amount of its 6.500% unsecured senior notes due 2034, the proceeds from the $600 million mortgage loan that is collateralized by three properties and a garage in Cambridge, Massachusetts and $212.9 million from the sale of a 45% interest in 300 Binney Street in Cambridge, Massachusetts, partially offset by the repayment of BPLP’s $730 million unsecured credit agreement (the “2022 Unsecured Term Loan”), repayment of BPLP’s $500 million in aggregate principal amount of its 3.125% unsecured senior notes due September 1, 2023 and payment of our regular dividends and distributions to our shareholders and unitholders and distributions to noncontrolling interests in property partnerships.

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

Cash used in financing activities for the year ended December 31, 2024 totaled approximately $274.5 million.

This amount consisted primarily of the repayment of BPLP’s $700.0 million in aggregate principal amount of its 3.800% unsecured senior notes due February 1, 2024, repayment of $500.0 million of the outstanding balance of the 2023 Unsecured Term Loan 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 $850.0 million in aggregate principal amount of its 5.750% unsecured senior notes due 2035, $500.0 million of unsecured commercial paper borrowings, and $374.7 million in contributions from noncontrolling interests in property partnerships and proceeds 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 .”

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(1) Values are based on the closing price per share of BXP’s common stock on the New York Stock Exchange on December 31, 2024 of $74.36.

(2) Includes long-term incentive plan units (including 2012 OPP Units and 2013 - 2020 MYLTIP Units) but excludes the 2021 - 2023 MYLTIP Units because the three-year performance periods had not ended as of December 31, 2023.

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

(3) See page 88 for additional information.

(4) See page 86 for additional information.

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Consolidated Debt to Consolidated Market Capitalization Ratio is a measure of leverage commonly used by analysts in the REIT sector.

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However, for a company like BXP, whose assets are primarily income-producing real estate, these ratios may provide investors with an alternate indication of leverage, so long as they are evaluated along with the ratio of indebtedness to other measures of asset value used by financial analysts and other financial ratios, as well as the various components of our outstanding indebtedness.

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For a discussion of our unconsolidated joint venture indebtedness, see “ Liquidity and Capital Resources—Investment in Unconsolidated Joint Ventures - Secured Debt” w ithin “ Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and for a discussion of our consolidated joint venture indebtedness see “Liquidity and Capital Resources—Mortgage Notes Payable ” within “ Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations .”

Debt Financing

As of December 31, 2023, we had approximately $15.9 billion of outstanding consolidated indebtedness, representing approximately 56.28% of our Consolidated Market Capitalization as calculated above consisting of approximately (1) $10.5 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 2024 through 2034 (See Note 17 to the Consolidated Financial Statements), (2) $4.2 billion (net of deferred financing fees and fair value interest adjustment) of property-specific mortgage debt having a GAAP weighted-average interest rate of 4.09% per annum and a weighted-average term of 4.6 years (See Note 17 to the Consolidated Financial Statements) and (3) $1.2 billion outstanding under BPLP’s 2023 Unsecured Term Loan that matures on May 16, 2024.

As of December 31, 2024, we had approximately $16.2 billion of outstanding consolidated indebtedness, representing approximately 55.31% 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 (See Note 17 to the Consolidated Financial Statements), (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 4.17% per annum and a weighted-average term of 3.8 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 5.88% per annum with maturities in 2025, and (4) $0.5 billion of unsecured commercial paper borrowings having a weighted-average interest rate of 4.79% per annum and a weighted-average maturity of 38 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 December 31, 2024 and December 31, 2023.

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(dollars in thousands)

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Unsecured line of credit — —

Unsecured term loan, net 1,198,301 730,000

Unsecured term loans, net 798,813 1,198,301

Unsecured commercial paper 500,000 —

Consolidated Debt 16,220,499 15,856,297

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(2) See page 86 for additional information.

(3) At December 31, 2023, the $1.2 billion 2023 Unsecured Term Loan and two of our mortgage loans aggregating approximately $900.0 million bore interest at variable rates.

We entered into interest rate swap contracts that effectively fixed the variability of these loans for all or a portion of the applicable debt term and as such, they are reflected in our Fixed rate statistics (see Notes 7 and 8 to the Consolidated Financial Statements).

(3) At December 31, 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.

At December 31, 2023, BPLP’s 2023 Unsecured Term Loan and two of our mortgage loans aggregating approximately $900.0 million bore interest at variable rates that were subject to interest rate swaps that effectively fixed the interest rate for all or a portion of the applicable debt term.

As such, they are reflected in our Fixed rate statistics.

Unsecured Credit Facility

The 2021 Credit Facility provides for borrowings of up to $1.815 billion, as described below, through the Revolving Facility, subject to customary conditions.

The 2021 Credit Facility provides for borrowings of up to $2.0 billion, as described below, through BPLP’s revolving facility, subject to customary conditions.

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

Under the 2021 Credit Facility, BPLP may increase the total commitment by up to $500.0 million by increasing the amount of the Revolving Facility and/or by incurring one or more term loans, in each case, subject to syndication of the increase and other conditions (the “Accordion”).

On September 28, 2023, BPLP exercised a portion of the Accordion with three new lenders to the 2021 Credit Facility (the “New Lenders”).

Each of the New Lenders entered into a lender agreement with BPLP to provide an aggregate

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of $315.0 million in additional revolving credit commitments, which increased the maximum borrowing amount under the 2021 Credit Facility from $1.5 billion to $1.815 billion.

Under the 2021 Credit Facility, BPLP had the option to increase the original total commitment of $1.5 billion by up to an additional $500.0 million by increasing the amount of the revolving facility and/or by incurring one or more term loans, in each case, subject to syndication of the increase and other conditions (the “Accordion Option”).

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

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

All other terms of the 2021 Credit Facility remain unchanged.

On June 1, 2023, BPLP amended its 2021 Credit Facility to replace the LIBOR-based daily floating rate option with a SOFR-based daily floating rate option and to add options for SOFR-based term floating rates and rates for alternative currency loans.

In addition, the amendment added a SOFR credit spread adjustment of 0.10%.

Other than the foregoing, the material terms of the 2021 Credit Facility remain unchanged.

At December 31, 2023, based on BPLP’s then credit rating, (1) the applicable Daily SOFR, Term SOFR, alternative currency daily rate, and alternative currency term rate margins were 0.775%, (2) the alternate base rate margin was zero basis points and (3) the facility fee was 0.15% per annum.

Based on BPLP’s February 20, 2024 credit rating, (1) the applicable Daily SOFR, Term SOFR, alternative currency daily rate, and alternative currency term rate margins are 0.850%, (2) the alternate base rate margin is zero basis points and (3) the facility fee is 0.20% per annum.

At December 31, 2023 and February 20, 2024, BPLP had no borrowings under its Revolving Facility and outstanding letters of credit totaling approximately $6.7 million, with the ability to borrow approximately $1.8 billion.

Unsecured Term Loan

On January 4, 2023, BPLP entered into the 2023 Unsecured Term Loan, which provided for a single borrowing of up to $1.2 billion.

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

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

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

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

Based on BPLP’s December 31, 2024 credit rating, (1) the applicable Daily SOFR, Term SOFR, alternative currency daily rate, and alternative currency term rate margins are 0.850%, (2) the alternate base rate margin is zero basis points and (3) the facility fee is 0.20% per annum.

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

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

At December 31, 2024, BPLP had no borrowings under its 2021 Credit Facility, outstanding letters of credit totaling approximately $5.4 million, and $500.0 million is being used as a backstop for the commercial paper program.

At February 21, 2025, BPLP had $310.0 million outstanding under its 2021 Credit Facility, outstanding letters of credit totaling approximately $5.4 million, and $500.0 million is being used as a backstop for the commercial paper program.

Therefore, at December 31, 2024 and February 21, 2025, BPLP has the ability to borrow approximately $1.5 billion and $1.2 billion, respectively.

Unsecured Term Loans

The 2023 Unsecured Term Loan provided for a single borrowing of up to $1.2 billion.

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

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

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

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

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

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

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

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

On May 2, 2023, BPLP executed interest rate swaps in notional amounts aggregating $1.2 billion.

These interest rate swaps were entered into to fix Term SOFR, at a weighted-average rate of 4.6420% for the period commencing on May 4, 2023 and ending on May 16, 2024 (See Note 8 to the Consolidated Financial Statements).

At December 31, 2023, the 2023 Unsecured Term Loan bore interest at a rate equal to adjusted Term SOFR plus 0.85% per annum based on BPLP’s credit rating at December 31, 2023.

Based on BPLP’s February 20, 2024 credit rating, the 2023 Unsecured Term Loan bears interest at a rate equal to adjusted Term SOFR plus 0.95% per annum.

At December 31, 2023 and February 20, 2024, BPLP had $1.2 billion 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 7 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 December 31, 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 plus 1.05% per annum.

The 2024 Unsecured Term Loan is subject to an existing interest rate swap to fix Daily Simple SOFR at a fixed rate of approximately 2.688% per annum for a period that ends on April 1, 2025 (See Note 8 to the Consolidated Financial Statements).

At December 31, 2024 and February 21, 2025, 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 December 31, 2024, See Note 7 to the Consolidated Financial Statements.

On May 15, 2023, BPLP completed a public offering of $750.0 million in aggregate principal amount of its 6.500% unsecured senior notes due 2034.

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

The repayment was completed with available cash.

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.

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

On September 1, 2023, BPLP completed the repayment of $500.0 million in aggregate principal amount of its 3.125% senior notes due September 1, 2023.

The repayment price was approximately $507.8 million, which was equal to the stated principal plus approximately $7.8 million of accrued and unpaid interest to, but not including, the

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repayment date.

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

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

The repayment was completed with available cash and the $600 million proceeds from the mortgage loan entered into on October 26, 2023 (See Note 7 to the Consolidated Financial Statements).

On January 15, 2025, BPLP repaid $850.0 million in aggregate principal amount of its 3.200% senior notes due January 15, 2025.

The repayment was completed with available cash and the proceeds from BPLP’s August 2024 offering of unsecured senior notes.

The repayment price was approximately $863.6 million, which was equal to the stated principal plus approximately $13.6 million of accrued and unpaid interest to, but not including, the repayment date.

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

Unsecured Commercial Paper

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

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

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

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

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

At December 31, 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 4.79% per annum and had a weighted-average maturity of 38 days, from the issuance date.

At February 21, 2025, BPLP had an aggregate of $500.0 million of commercial paper notes outstanding that bore interest at a weighted-average rate of approximately 4.64% per annum and had a weighted-average maturity of 46 days, from the issuance date.

Proceeds from the unsecured commercial paper program were used to reduce BPLP’s 2023 Unsecured Term Loan from $1.2 billion to $700.0 million.

Mortgage Notes Payable

On October 26, 2023, we closed on a mortgage loan collateralized by our 325 Main Street, 355 Main Street, 90 Broadway and Cambridge East Garage (also known as Kendall Center Green Garage) properties located in Cambridge, Massachusetts.

The mortgage loan has a principal amount of $600.0 million, bears interest at a variable rate of Daily Compounded SOFR plus 2.25% per annum and matures on October 26, 2028.

On December 7, 2023, BPLP entered into three interest rate swap contracts with notional amounts aggregating $600.0 million.

These interest rate swap contracts were entered into to reduce the exposure to the variability in future cash flows attributable to changes in the interest rate associated with the mortgage.

These interest rate swaps were entered into to fix Daily Compounded SOFR at a weighted-average fixed interest rate of 3.7925% for the period commencing on December 15, 2023 and ending on October 26, 2028 (See Note 8 to the Consolidated Financial Statements).

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

325 Main Street, 355 Main Street and 90 Broadway are three premier workplaces that aggregate approximately 898,000 net rentable square feet.

On December 14, 2023, we completed the acquisition of our joint venture partner’s 45% interest in the joint venture entity that owns Santa Monica Business Park located in Santa Monica, California (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.

The mortgage loan has a principal amount of $300.0 million, bears interest at a variable rate equal to SOFR plus 1.38% per annum and matures on July 19, 2025.

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 approximately 2.679% per annum for the period ending on April 1, 2025 (See Notes 3, 7 and 8 to the Consolidated Financial Statements).

These interest rate swap contracts were entered into to reduce the exposure to the variability in future cash flows attributable to changes in the interest rate associated with the mortgage loan.

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

Upon consolidation, the mortgage loan was recorded at a fair value of approximately $295.5 million using a weighted-average effective interest rate of approximately SOFR plus 2.50% per annum.

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

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

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

On December 20, 2024, we exercised the first extension option to extend the maturity date to January 5, 2029.

At the time of the extension, the outstanding principal balance was $202.3 million.

The extended loan bears interest at 5.00% per annum beginning January 5, 2025.

The loan has a one-year extension option remaining, subject to certain conditions.

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

The mortgage loan had an outstanding principal balance of $200.0 million, bore interest at a variable rate equal to Daily Simple SOFR plus 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 plus 1.38% per annum until July 19, 2025.

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

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.

The following represents the outstanding mortgage notes payable, net at December 31, 2024:

Properties Stated Interest Rate GAAP Interest Rate (1) Stated Principal Amount Deferred Financing Costs, Net Carrying Amount Carrying Amount (Partners ’ Share)

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)

Maturity Date

(dollars in thousands)

Santa Monica Business Park 4.06 % 5.00 % $ 300,000 $ (4,351) $ 295,649 N/A (2)(3) July 19, 2025

901 New York Avenue 3.61 % 7.69 % $ 202,313 $ (621) $ 201,692 N/A (2) January 5, 2029

Santa Monica Business Park 4.05 % 6.65 % 200,000 (1,979) 198,021 N/A (3)(4) October 8, 2028

90 Broadway, 325 Main Street, 355 Main Street, and Cambridge East Garage (also known as Kendall Center Green Garage) 6.04 % 6.27 % 600,000 (5,131) 594,869 N/A (3)(5) October 26, 2028

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_______________

(1) The GAAP interest rate differs from the stated interest rate due to the inclusion of the amortization of financing charges, the effects of hedging transactions (if any) and adjustments required under Accounting Standards Codification 805 “Business Combinations” to reflect loans at their fair values (if any).

(2) Carrying amount includes an approximately $0.1 million fair value interest adjustment.

Beginning January 5, 2025, the loan will bear interest at a stated fixed rate of 5.0% per annum.

The loan has a one-year extension option remaining, subject to certain conditions.

(3) The mortgage loan requires interest only payments with a balloon payment due at maturity.

(3) 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.

Stated interest rate reflects the weighted average fixed interest rate based on the interest rate swap contracts plus 1.38% per annum (See Notes 3, 7 and 8 to the Consolidated Financial Statements).

Deferred financing costs, net includes approximately $4.4 million of fair value interest adjustment.

(4) The mortgage loan bears interest at a variable rate of Daily Simple SOFR plus 1.38% per annum (See Note 7 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.

Carrying amount includes an approximately $1.0 million fair value interest adjustment and excludes the adjustment required to reflect the interest rate swap at fair value upon acquisition of approximately $0.9 million.

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

(5) The mortgage loan bears interest at a variable rate of Daily Compounded SOFR plus 2.25% per annum.

On December 7, 2023, BPLP entered into three interest rate swap contracts with notional amounts aggregating $600.0 million to fix Daily Compounded SOFR at a weighted-average fixed interest rate of 3.7925% for the period commencing on December 15, 2023 and ending on October 26, 2028.

Stated interest rate reflects the weighted average fixed interest rate based on the interest rate swap contracts plus 2.25% per annum (See Notes 7 and 8 to the Consolidated Financial Statements).

The stated interest rate reflects the weighted average fixed interest rate based on the interest rate swap contracts plus 2.25% per annum.

(6) This property is owned by a consolidated entity in which we have a 60% interest.

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Thereafter 1,000,000

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Derivative Instruments and Hedging Activities

As of December 31, 2023, we had $2.1 billion of interest rate swaps outstanding, where hedge accounting was elected, with a fair value of approximately $2.0 million.

For a description of these interest rate swaps, see Note 8 to the Consolidated Financial Statements as well as refer to the discussion above under “ Mortgage Notes Payable” and “Unsecured Term Loan”.

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

We did not elect hedge accounting and as such any change in market value will be recognized at the end of the period in the Consolidated Statement of Operations.

For the year ended December 31, 2023, we recognized approximately $79,000 of loss from entering into these agreements (See Note 8 to the Consolidated Financial Statements).

As of December 31, 2024, we had $900.0 million of interest rate swaps outstanding, where hedge accounting was elected, with a fair value of approximately $5.3 million.

For a description of these interest rate swaps, see Note 8 to the Consolidated Financial Statements.

Investment in Unconsolidated Joint Ventures - Secured Debt

We have investments in unconsolidated joint ventures with our effective ownership interests ranging from 20% to approximately 71%.

Fifteen of these ventures have mortgage indebtedness.

Fourteen of these ventures have mortgage indebtedness.

We exercise significant influence over, but do not control, these entities.

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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.

Properties Nominal % Ownership Stated Interest Rate GAAP Interest Rate (1) Stated Principal Amount Deferred Financing Costs, Net Carrying Amount Carrying Amount (Our share) Maturity Date

Properties Nominal % Ownership Stated Interest Rate GAAP Interest Rate (1) Term of Variable Rate + Spread Stated Principal Amount Deferred Financing Costs, Net Carrying Amount Carrying Amount (Our share) Maturity Date

(dollars in thousands)

360 Park Avenue South 71.11 % 7.86 % 8.32 % $ 220,000 $ (955) $ 219,045 $ 155,762 (2)(3) (4) December 14, 2024

Market Square North 50.00 % 7.77 % 7.95 % 125,000 (426) 124,574 62,287 (2)(3) (5) November 10, 2025

1265 Main Street 50.00 % 3.77 % 3.84 % 34,660 (222) 34,438 17,219 January 1, 2032

Colorado Center 50.00 % 3.56 % 3.59 % 550,000 (646) 549,354 274,677 (2) August 9, 2027

Dock 72 50.00 % 7.86 % 8.11 % 198,383 (881) 197,502 98,751 (2)(6) December 18, 2025

The Hub on Causeway - Podium 50.00 % 7.35 % 7.75 % 154,329 (1,041) 153,288 76,644 (2)(3) (7) September 8, 2025

Hub50House 50.00 % 4.43 % 4.51 % 185,000 (1,154) 183,846 91,923 (2)(8) June 17, 2032

100 Causeway Street 50.00 % 6.82 % 6.96 % 333,579 (321) 333,258 166,629 (2)(3) (9) September 5, 2024

7750 Wisconsin Avenue (Marriott International Headquarters) 50.00 % 6.70 % 6.84 % 251,542 (124) 251,418 125,709 (2)(3) (10) April 26, 2024

Safeco Plaza 33.67 % 4.82 % 4.96 % 250,000 (906) 249,094 83,870 (2)(11) September 1, 2026

500 North Capitol Street, NW 30.00 % 6.83 % 7.16 % 105,000 (684) 104,316 31,141 (2)(12) June 5, 2026

200 Fifth Avenue 26.69 % 4.34 % 5.60 % 600,000 (8,182) 591,818 150,692 (2)(13) November 24, 2028

901 New York Avenue 25.00 % 3.61 % 3.69 % 207,493 (179) 207,314 51,829 (14) January 5, 2025

3 Hudson Boulevard 25.00 % 9.07 % 9.07 % 80,000 — 80,000 20,000 (2) (15) February 9, 2024

Skymark - Reston Next Residential 20.00 % 7.34 % 7.66 % 73,668 (1,060) 72,608 14,522 (2)(3) (16) May 13, 2026

360 Park Avenue South 71.11 % 6.90 % 7.21 % Term SOFR + 2.50% $ 220,000 $ (1,816) $ 218,184 $ 155,151 (2)(3)(4) December 13, 2027

Market Square North 50.00 % 6.89 % 7.07 % SOFR + 2.41% 125,000 (197) 124,803 62,402 (2)(3)(5) November 10, 2025

1265 Main Street 50.00 % 3.77 % 3.84 % N/A 33,700 (195) 33,505 16,753 January 1, 2032

Colorado Center 50.00 % 3.56 % 3.59 % N/A 550,000 (465) 549,535 274,768 (2) August 9, 2027

Dock 72 50.00 % 6.84 % 7.12 % SOFR +2.50% 198,383 (507) 197,876 98,938 (2)(6) December 18, 2025

The Hub on Causeway - Podium 50.00 % 7.35 % 7.75 % Daily Simple SOFR + 2.50% 154,278 (424) 153,854 76,927 (2)(3)(7) September 8, 2025

Hub50House 50.00 % 4.43 % 4.51 % SOFR + 1.35% 185,000 (1,018) 183,982 91,991 (2)(8) June 17, 2032

100 Causeway Street 50.00 % 6.03 % 6.12 % Term SOFR + 1.48% 333,579 (396) 333,183 166,592 (2) September 5, 2025

7750 Wisconsin Avenue (Marriott International Headquarters) 50.00 % 5.75 % 5.90 % SOFR + 1.35% 251,541 (122) 251,419 125,710 (2) April 26, 2025

Safeco Plaza 33.67 % 4.82 % 6.68 % SOFR + 2.32% 250,000 (567) 249,433 83,984 (2)(9) September 1, 2026

500 North Capitol Street, NW 30.00 % 6.83 % 7.16 % N/A 105,000 (403) 104,597 31,289 (2)(10) June 5, 2026

200 Fifth Avenue 26.69 % 4.34 % 5.60 % Term SOFR + 1.41% 600,000 (6,512) 593,488 152,686 (2)(11) November 24, 2028

3 Hudson Boulevard 25.00 % 12.53 % 12.53 % Term SOFR + 3.61% 80,000 — 80,000 20,000 (2)(12) August 7, 2024

Skymark - Reston Next Residential 20.00 % 6.55 % 6.87 % SOFR + 2.00% 133,476 (612) 132,864 26,573 (2)(3)(13) May 13, 2026

Total $ 3,219,957 $ (13,234) $ 3,206,723 $ 1,383,764

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(1) The GAAP interest rate differs from the stated interest rate due to the inclusion of the amortization of financing costs, which includes mortgage recording fees, the effects of hedging transactions (if any) and adjustments required under Accounting Standards Codification 805 “Business Combinations” to reflect loans at their fair values (if any).

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(2) The loan requires interest only payments with a balloon payment due at maturity.

(3) The loan includes certain extension options, subject to certain conditions.

(4) The loan bears interest at a variable rate equal to Adjusted Term SOFR plus 2.40% per annum.

The spread on the variable rate may be reduced, subject to certain conditions.

(4) The loan bears interest at a variable rate equal to Term SOFR plus 2.50% per annum.

The joint venture entered into an interest rate cap agreement with a financial institution to limit its exposure to increases in Term SOFR rate to a cap of 5.00% per annum on a notional amount of $220.0 million through January 15, 2026.

(5) The loan bears interest at a variable rate equal to the greater of (1) the sum of (x) SOFR and (y) 2.41% or (2) 2.80% per annum.

(6) The loan bears interest at a variable rate equal to (1) the greater of (x) SOFR or (y) 0.25%, plus (2) 2.50% per annum.

(7) The loan bore interest at a variable rate equal to Daily Simple SOFR plus 2.50% per annum.

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

(8) The loan bears interest at a variable rate equal to SOFR plus 1.35% per annum.

(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) The loan bears interest at a variable rate equal to SOFR plus 1.48% per annum.

(10) The loan bears interest at a variable rate equal to SOFR plus 1.35% per annum (See Note 17 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.

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We provided $10.5 million of the Note B mortgage financing to the joint venture.

Our portion of the loan has been reflected as Related Party Note Receivable, Net on our Consolidated Balance Sheets.

(13) The loan bears interest at a variable rate equal to Term SOFR plus approximately 1.41% per annum.

Our portion of the loan is reflected as Related Party Note Receivables, Net on our Consolidated Balance Sheets.

(11) The joint venture entered into interest rate swap contracts with notional amounts aggregating $600.0 million through June 2028, resulting in a fixed rate of approximately 4.34% per annum through the expiration of the interest rate swap contracts.

The deferred financing costs, net include the adjustment required to reflect the loan and interest rate swap at fair value upon acquisition.

(14) Our economic ownership has increased based on the achievement of certain return thresholds.

At December 31, 2023, our economic ownership was approximately 50%.

On January 8, 2024, our joint venture partner transferred all of its interest in the joint venture to us for a gross purchase price of $10.0 million.

On January 11, 2024, we modified the mortgage loan.

The modified mortgage loan continues to bear interest at a fixed rate of 3.61% per annum and has an initial maturity date of January 5, 2025 with two extension options, subject to certain conditions.

(15) We provided $80.0 million of mortgage financing to the joint venture.

The loan bears interest at a variable rate equal to Term SOFR plus 3.61% per annum.

The loan has been reflected as Related Party Note Receivable, Net on our Consolidated Balance Sheets.

As of December 31, 2023, the loan has approximately $28.0 million of accrued interest due at the maturity date.

On February 6, 2024, the maturity date for the loan was extended to May 9, 2024.

(12) As of December 31, 2024, the loan was in a maturity default and had an outstanding balance, including accrued and unpaid interest and default interest, of approximately $119.6 million.

The joint venture is negotiating a new third-party loan, however, there can be no assurance that the joint venture will enter into a new third-party loan on the terms and schedule currently contemplated or at all.

We are the lender of the loan, and the loan and accrued interest are reflected as Related Party Note Receivables, Net and Tenant and Other Receivables, Net, respectively, on our Consolidated Balance Sheets.

(13) The construction financing has a borrowing capacity of $140.0 million.

The construction financing bears interest at a variable rate equal to SOFR plus 2.00% per annum.

Market risk is the risk of loss from adverse changes in market prices and interest rates.

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We continue to follow a conservative strategy of generally pre-leasing development projects on a long-term basis to creditworthy clients in order to achieve the most favorable construction and permanent financing terms.

As of December 31, 2023, all of our outstanding debt, excluding our unconsolidated joint ventures and after taking into account hedging agreements, has fixed interest rates, which minimizes the interest rate risk through the maturity of such outstanding debt.

As of December 31, 2024, approximately 92.61% of our outstanding debt, excluding our unconsolidated joint ventures and after taking into account hedging agreements, has fixed interest rates, which minimizes the interest rate risk through the maturity of the hedging agreements.

We also manage our market risk by entering into hedging arrangements with financial institutions.

2 unchanged sentences

Our strategy mitigates against future increases in our interest rates.

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Including the effects of interest rate swaps, at December 31, 2024, our weighted-average coupon/stated rate on our fixed rate outstanding Consolidated Debt was 3.89% per annum.

At December 31, 2023, we had approximately $2.1 billion of consolidated variable rate debt outstanding, including $1.2 billion under the 2023 Unsecured Term Loan and $900.0 million of secured debt, all of which were subject to interest rate swaps (See Note 8 to the Consolidated Financial Statements for information pertaining to interest rate contracts in place as of December 31, 2023 and their respective fair values).

If market interest rates on our variable rate debt had been 100 basis points greater, total interest expense would have increased approximately $21.0 million, on an annualized basis for the year ended December 31, 2023.

At December 31, 2024, we had approximately $2.1 billion of consolidated variable rate debt outstanding, including $800.0 million of unsecured term loans, $500.0 million of unsecured commercial paper borrowings and approximately $800.0 million of secured debt.

However, we entered into interest rate swaps with notional amounts aggregating $800.0 million for our secured debt and $100.0 million for BPLP’s 2024 Unsecured Term Loan, thus fixing the interest rates for all, or a portion of the applicable debt term (See Note 8 to the Consolidated Financial Statements for information pertaining to interest rate contracts in place as of December 31, 2024 and their respective fair values).

For example, if market interest rates on our variable rate debt had been 100 basis points greater, total interest expense would have increased approximately $21.0 million, on an annualized basis, for the year ended December 31, 2024.

The information above does not include our unconsolidated joint venture debt.

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Funds from Operations

Pursuant to the revised definition of Funds from Operations adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”), we calculate Funds from Operations, or “FFO,” for each of BXP and BPLP by adjusting net income attributable to Boston Properties, Inc.

common shareholders and net income attributable to Boston Properties Limited Partnership common unitholders (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 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.

We believe the presentation of FFO, combined with the presentation of required GAAP financial measures, improves the understanding of operating results of REITs among the investing public and helps make comparisons of REIT operating results more meaningful.

Management generally considers FFO to be useful measures for understanding and comparing our operating results because, by excluding gains and losses related to sales or a change in control of previously depreciated operating real estate assets, impairment losses and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other companies.

Management generally considers FFO to be a useful measure for understanding and comparing our operating results because, by excluding gains and losses related to sales or a change in control of previously depreciated operating real estate assets, impairment losses and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other companies.

Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current Nareit definition or that interpret the current Nareit definition differently.

We believe that in order to facilitate a clear understanding of our operating results, FFO should be examined in conjunction with net income attributable to Boston Properties, Inc.

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

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

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

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The following table presents a reconciliation of net income attributable to Boston Properties, Inc.

common shareholders to FFO attributable to Boston Properties, Inc.

common shareholders for the years ended December 31, 2023, 2022 and 2021:

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.

to FFO attributable to BXP, Inc.

for the years ended December 31, 2024, 2023 and 2022:

Year ended December 31,

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(in thousands)

Net income attributable to Boston Properties, Inc.

common shareholders $ 190,215 $ 848,947 $ 496,223

Preferred stock redemption charge — — 6,412

Preferred dividends — — 2,560

Net income attributable to BXP, Inc.

$ 14,272 $ 190,215 $ 848,947

Noncontrolling interest—common units of the Operating Partnership 2,400 22,548 96,780

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Non-real estate depreciation and amortization 8,520 (1,681) —

Impairment loss 13,615 — —

Impairment losses included within loss from unconsolidated joint ventures (1) 341,338 272,603 50,705

Gain on sale of real estate included within loss from unconsolidated joint ventures (2) — — 10,257

Gain (loss) on sale / consolidation included within loss from unconsolidated joint ventures (3) 28,412 — —

Gain on sale / consolidation included within loss from unconsolidated joint ventures (2) 21,696 28,412 —

Gain on investment included within loss from unconsolidated joint ventures (3) — 35,756 —

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Noncontrolling interests in property partnerships 67,516 78,661 74,857

Preferred dividends — — 2,560

Preferred stock redemption charge — — 6,412

Funds from Operations (FFO) attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.) 1,274,568 1,316,668 1,137,961

Funds from Operations (FFO) attributable to the Operating Partnership common unitholders (including BXP, Inc.) 1,248,026 1,274,568 1,316,668

Noncontrolling interest—common units of the Operating Partnership’s share of funds from operations 127,548 130,771 133,115

Funds from Operations attributable to Boston Properties, Inc.

common shareholders $ 1,143,797 $ 1,183,553 $ 1,025,986

Funds from Operations attributable to BXP, Inc.

$ 1,120,478 $ 1,143,797 $ 1,183,553

Our percentage share of Funds from Operations—basic 89.78 % 89.74 % 89.89 %

Weighted average shares outstanding—basic 157,468 156,863 156,726

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ended December 31, 2023 (See Note 6 to the Consolidated Financial Statements), and (ii) the Dock 72 unconsolidated joint venture for the year ended December 31, 2022.

(2) Consists of the portion of income from unconsolidated joint ventures related to the gain on sale of real estate associated with the sale of our ownership interest in the joint venture that owned Annapolis Junction Buildings Six and Seven for the year ended December 31, 2021.

(1) The impairment loss on investment in unconsolidated joint venture consists of an other-than-temporary impairment loss on our investments in (i) Colorado Center, Gateway Commons and Safeco Plaza aggregating approximately $341.3 million for the year ended December 31, 2024 (See Note 6 to the Consolidated Financial Statements), (ii) Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza aggregating approximately $272.6 million for the year ended December 31, 2023 and (iii) the Dock 72 unconsolidated joint venture for the year ended December 31, 2022.

(2) On January 8, 2024, we acquired our joint venture partner’s 50% economic ownership interest in 901 New York Avenue located in Washington, DC for a gross purchase price of $10.0 million.

We recognized a gain of approximately $21.8 million on the consolidation of 901 New York Avenue (See Notes 3 and 6 to the Consolidated Financial Statements).

On December 14, 2023, we acquired our joint venture partner’s 45% ownership interest in Santa Monica Business Park located in Santa Monica, California for a purchase price of $38.0 million.

We recognized a gain of approximately $29.9 million on the consolidation of Santa Monica Business Park (See Notes 3 and 6 to the Consolidated Financial Statements).

(4) On October 2, 2023, a joint venture in which we owned a 20% equity interest completed 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 that resulted from distributions, (ii) the removal of the property from our in-service portfolio, (iii) the sale of the property, which resulted in a loss on the sale of approximately $1.5 million and assignment of the existing senior loan to the new owner, and (iv) the closing of a new mezzanine loan (see Note 6 of the Consolidated Financial Statements).

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The following tables presents a reconciliation of net income attributable to Boston Properties, Inc.

common shareholders to Diluted FFO attributable to Boston Properties, Inc.

We recognized a gain of approximately $29.9 million on the consolidation of Santa Monica Business Park.

(3) On October 2, 2023, a joint venture in which we owned a 20% equity interest completed 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 that resulted from distributions, (ii) the removal of the property from our in-service portfolio, (iii) the sale of the property, which resulted in a loss on the sale of approximately $1.5 million and assignment of the existing senior loan to the new owner, and (iv) the closing of a new mezzanine loan.

The following tables presents a reconciliation of net income attributable to BXP, Inc.

to Diluted FFO attributable to BXP, Inc.

for income (numerator) and shares/units (denominator) for the years ended December 31, 2024, 2023 and 2022:

2 unchanged sentences

(in thousands)

Net income attributable to Boston Properties, Inc.

common shareholders $ 190,215 $ 848,947 $ 496,223

Preferred stock redemption charge — — 6,412

Preferred dividends — — 2,560

Net income attributable to BXP, Inc.

$ 14,272 $ 190,215 $ 848,947

Noncontrolling interest—common units of the Operating Partnership 2,400 22,548 96,780

6 unchanged sentences

Non-real estate depreciation and amortization 8,520 (1,681) —

Impairment loss 13,615 — —

Impairment losses included within loss from unconsolidated joint ventures (1) 341,338 272,603 50,705

Gain on sale of real estate included within loss from unconsolidated joint ventures (2) — — 10,257

Gain (loss) on sale / consolidation included within loss from unconsolidated joint ventures (3) 28,412 — —

Gain on sale / consolidation included within loss from unconsolidated joint ventures (2) 21,696 28,412 —

Gain on investment included within loss from unconsolidated joint ventures (3) — 35,756 —

4 unchanged sentences

Noncontrolling interests in property partnerships 67,516 78,661 74,857

Preferred dividends — — 2,560

Preferred stock redemption charge — — 6,412

Funds from Operations (FFO) attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.) 1,274,568 1,316,668 1,137,961

Funds from Operations (FFO) attributable to the Operating Partnership common unitholders (including BXP, Inc.) 1,248,026 1,274,568 1,316,668

Effect of Dilutive Securities:

2 unchanged sentences

Noncontrolling interest—common units of the Operating Partnership’s share of diluted FFO 127,299 130,516 132,852

Diluted FFO attributable to Boston Properties, Inc.

Diluted FFO attributable to BXP, Inc.

(4) $ 1,120,727 $ 1,144,052 $ 1,183,816

(1) The impairment loss on investment in unconsolidated joint venture consists of an other-than-temporary decline in the fair value below the carrying value of our investments in (i) Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza of approximately $155.2 million, $54.0 million, $33.4 million and $29.9 million, respectively, for the year ended December 31, 2023 (See Note 6 to the Consolidated Financial Statements), and (ii) the Dock 72 unconsolidated joint venture for the year ended December 31, 2022.

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360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza aggregating approximately $272.6 million for the year ended December 31, 2023 and (iii) the Dock 72 unconsolidated joint venture for the year ended December 31, 2022.

(2) On January 8, 2024, we acquired our joint venture partner’s 50% economic ownership interest in 901 New York Avenue located in Washington, DC for a gross purchase price of $10.0 million.

We recognized a gain of approximately $21.8 million on the consolidation of 901 New York Avenue (See Notes 3 and 6 to the Consolidated Financial Statements).

On December 14, 2023, we acquired our joint venture partner’s 45% ownership interest in Santa Monica Business Park located in Santa Monica, California for a purchase price of $38.0 million.

We recognized a gain of approximately $29.9 million on the consolidation of Santa Monica Business Park (See Notes 3 and 6 to the Consolidated Financial Statements).

We recognized a gain of approximately $29.9 million on the consolidation of Santa Monica Business Park.

(4) BXP’s share of diluted Funds from Operations was 89.80%, 89.76% and 89.91% for the years ended December 31, 2024, 2023 and 2022, respectively.

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Noncontrolling interest—common units of the Operating Partnership’s share of diluted Funds from Operations 17,922 17,933 17,634

Diluted Funds from Operations attributable to Boston Properties, Inc.

Diluted Funds from Operations attributable to BXP, Inc.

(1) 157,793 157,201 157,137

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(1) BXP’s share of diluted Funds from Operations was 89.80%, 89.76% and 89.91% for the years ended December 31, 2024, 2023 and 2022, respectively.

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The following table presents a reconciliation of net income attributable to Boston Properties Limited Partnership common unitholders to FFO attributable to Boston Properties Limited Partnership common unitholders for the years ended December 31, 2023, 2022 and 2021:

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 years ended December 31, 2024, 2023 and 2022:

Year ended December 31,

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(in thousands)

Net income attributable to Boston Properties Limited Partnership common unitholders $ 219,771 $ 957,265 $ 561,993

Preferred unit redemption charge — — 6,412

Preferred distributions — — 2,560

Net income attributable to Boston Properties Limited Partnership $ 23,480 $ 219,771 $ 957,265

Noncontrolling interests in property partnerships 67,516 78,661 74,857

5 unchanged sentences

Non-real estate depreciation and amortization 8,520 (1,681) —

Impairment loss 13,615 — —

Impairment losses included within loss from unconsolidated joint ventures (1) 341,338 272,603 50,705

Gain on sale of real estate included within loss from unconsolidated joint ventures (2) — — 10,257

Gain (loss) on sale / consolidation included within loss from unconsolidated joint ventures (3) 28,412 — —

Gain on sale / consolidation included within loss from unconsolidated joint ventures (2) 21,696 28,412 —

Gain on investment included within loss from unconsolidated joint ventures (3) — 35,756 —

4 unchanged sentences

Noncontrolling interests in property partnerships 67,516 78,661 74,857

Preferred distributions — — 2,560

Preferred unit redemption charge — — 6,412

Funds from Operations attributable to Boston Properties Limited Partnership common unitholders (5) $ 1,274,568 $ 1,316,668 $ 1,137,961

Funds from Operations attributable to Boston Properties Limited Partnership (4) $ 1,248,026 $ 1,274,568 $ 1,316,668

Weighted average shares outstanding—basic 175,390 174,796 174,360

_______________

(2) On January 8, 2024, we acquired our joint venture partner’s 50% economic ownership interest in 901 New York Avenue located in Washington, DC for a gross purchase price of $10.0 million.

We recognized a gain of approximately $21.8 million on the consolidation of 901 New York Avenue (See Notes 3 and 6 to the Consolidated Financial Statements).

On December 14, 2023, we acquired our joint venture partner’s 45% ownership interest in Santa Monica Business Park located in Santa Monica, California for a purchase price of $38.0 million.

We recognized a gain of approximately $29.9

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million on the consolidation of Santa Monica Business Park (See Notes 3 and 6 to the Consolidated Financial Statements).

We recognized a gain of approximately $29.9 million on the consolidation of Santa Monica Business Park.

(4) Our calculation includes OP Units and vested LTIP Units (including vested 2012 OPP Units and vested 2013 - 2021 MYLTIP Units).

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The following tables presents a reconciliation of net income attributable to Boston Properties Limited Partnership common unitholders to Diluted FFO attributable to Boston Properties Limited Partnership for income (numerator) and shares/units (denominator) for the years ended December 31, 2023, 2022 and 2021:

The following table 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 years ended December 31, 2024, 2023 and 2022:

Year ended December 31,

1 unchanged sentence

(in thousands)

Net income attributable to Boston Properties Limited Partnership common unitholders $ 219,771 $ 957,265 $ 561,993

Preferred unit redemption charge — — 6,412

Preferred distributions — — 2,560

Net income attributable to Boston Properties Limited Partnership $ 23,480 $ 219,771 $ 957,265

Noncontrolling interests in property partnerships 67,516 78,661 74,857

5 unchanged sentences

Non-real estate depreciation and amortization 8,520 (1,681) —

Impairment loss 13,615 — —

Impairment losses included within loss from unconsolidated joint ventures (1) 341,338 272,603 50,705

Gain on sale of real estate included within loss from unconsolidated joint ventures (2) — — 10,257

Gain (loss) on sale / consolidation included within loss from unconsolidated joint ventures (3) 28,412 — —

Gain on sale / consolidation included within loss from unconsolidated joint ventures (2) 21,696 28,412 —

Gain on investment included within loss from unconsolidated joint ventures (3) — 35,756 —

4 unchanged sentences

Noncontrolling interests in property partnerships 67,516 78,661 74,857

Preferred distributions — — 2,560

Preferred unit redemption charge — — 6,412

Funds from Operations attributable to Boston Properties Limited Partnership common unitholders (5) 1,274,568 1,316,668 1,137,961

Funds from Operations attributable to Boston Properties Limited Partnership (4) 1,248,026 1,274,568 1,316,668

Effect of Dilutive Securities:

2 unchanged sentences

_______________

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(2) On January 8, 2024, we acquired our joint venture partner’s 50% economic ownership interest in 901 New York Avenue located in Washington, DC for a gross purchase price of $10.0 million.

We recognized a gain of approximately $21.8 million on the consolidation of 901 New York Avenue (See Notes 3 and 6 to the Consolidated Financial Statements).

On December 14, 2023, we acquired our joint venture partner’s 45% ownership interest in Santa Monica Business Park located in Santa Monica, California for a purchase price of $38.0 million.

We recognized a gain of approximately $29.9 million on the consolidation of Santa Monica Business Park (See Notes 3 and 6 to the Consolidated Financial Statements).

We recognized a gain of approximately $29.9 million on the consolidation of Santa Monica Business Park.

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 that resulted from distributions, (ii) the removal of the property from our in-service portfolio, (iii) the sale of the property, which resulted in a loss on the sale of approximately $1.5 million and assignment of the existing senior loan to the new owner, and (iv) the closing of a new mezzanine loan.

(4) Our calculation includes OP Units and vested LTIP Units (including vested 2012 OPP Units and vested 2013 - 2021 MYLTIP Units).

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The timing and amount of these payments is subject to change.

We invest in a non-real estate fund, which is primarily an environmentally focused investment fund, with an aggregate commitment to contribute $10.0 million.

(2) Payments for construction contracts on development projects includes consolidated joint ventures and represents 100% of the estimated development costs.

We invest in two non-real estate funds, which are primarily environmentally focused investment funds, each with a commitment to contribute $10.0 million, aggregating to a total commitment of $20.0 million.

As of December 31, 2024, we have contributed approximately $7.1 million, which includes required fees, with $12.9 million remaining to be contributed.

On October 2, 2023, the restructuring of Metropolitan Square was completed (See Note 6 to the Consolidated Financial Statements), which included, among other items, the closing of the New Mezz Loan with a maximum principal amount of $100.0 million, which loan is subordinate only to the Senior Loan.

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

We will fund 20%, or up to $20.0 million, of any amounts borrowed under the New Mezz Loan.

As of December 31, 2023, we have funded approximately $1.7 million.

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Investment in Unconsolidated Joint Ventures - Contractual Obligations

24 unchanged sentences

The client-related obligations for the development properties are included within the projects’ “Estimated Total Investment” referred to in “ Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” In the aggregate, during 2024, we signed leases for approximately 5.6 million square feet of space and incurred aggregate client-related obligations of approximately $597.3 million, or approximately $106 per square foot.

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New Accounting Pronouncements

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

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

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

We are currently assessing the potential impact that the adoption of ASU 2023-05 will have on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).

1 unchanged sentence

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently assessing the potential impact that the adoption of ASU 2023-07 will have on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”).

ASU 2023-09 enhances income tax disclosure should be enhanced to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

We are currently assessing the potential impact that the adoption of ASU 2023-09 will have on our consolidated financial statements.

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We adopted this accounting standard on January 1, 2024.

While the adoption has no impact on our Consolidated Financial Statements, it has resulted in incremental disclosures within the footnotes to our Consolidated Financial Statements (See Note 12 to the Consolidated Financial Statements).

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

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

This ASU will apply to joint ventures that meet the definition of a corporate joint venture under GAAP, thus limiting its scope to joint ventures not controlled and therefore not consolidated by any joint venture investor.

This accounting standard is effective for joint ventures with a formation date on or after January 1, 2025.

We adopted this ASU on January 1, 2025.

Newly Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)” (“ASU 2024-03”):

ASU 2024-03 will require entities to provide enhanced disclosures related to certain expense categories included in income statement captions.

The ASU aims to increase transparency and provide investors with more detailed information about the nature of expenses reported on the face of the income statement.

The new standard does not change the requirements for the presentation of expenses on the face of the income statement.

Under this ASU, entities are required to disaggregate, in a tabular format, expense captions presented on the face of the income statement — excluding earnings or losses from equity method investments — if they include any of the following expense categories:

purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation or depletion.

For any remaining items within each relevant expense caption, entities must provide a qualitative description of the nature of those expenses.

The new ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

We are evaluating the impact that ASU 2024-03 may have on our Consolidated Financial Statements and footnotes.

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-K

Item 7. Management’s Discussion and Analysis