BXP (BXP) 10-K risk factor changes: FY2023 vs FY2022

You should refer to the explanation of the qualifications and limitations on forward-looking statements beginning on page [removed: [58](#i15a0f5aa109e4aa0a08c6f1bb894de32_280).*][added: [58](#i3af583f5add64154a1f3eb3de641e4a1_289).*]

For example, in our Washington, DC market, we focus on leasing our properties to governmental agencies and [removed: contractors, as well as legal firms.][added: contractors.]

A reduction in spending by the Federal [removed: Government] [added: Government, sustained changes in space utilization due to remote work models, and/or a significant downturn in one or more of the foregoing sectors have resulted in, and] could [added: continue to] result [removed: in] [added: in,] reduced demand for office space and adversely affect our results of operations.

There can be no assurance that we will not take [added: additional] charges in the future related to the impairment of our assets or investments.

[removed: Enhanced market] [added: Market] and economic volatility due to adverse economic and geopolitical conditions, health crises or dislocations in the credit markets could have a material adverse effect on our results of operations, financial condition and ability to pay dividends and/or distributions.

Such adverse economic and geopolitical conditions may be due to, among other issues, prolonged labor market challenges impacting the recruitment and retention of talent, continued inflation, high interest rates, [removed: and] volatility in the public equity and debt markets, and international economic and other conditions, including pandemics, geopolitical instability and other conditions beyond our control.

The outbreak of highly infectious or contagious [removed: diseases, such as COVID-19,] [added: diseases] could adversely impact or cause disruption to our financial condition, results of operations, cash flows and liquidity and that of our clients.

[removed: Factors] [added: We have previously experienced adverse impacts on our business from the COVID-19 pandemic, and factors] related to [removed: COVID-19] [added: any future public health crises] that [removed: have had, or] could [removed: have,] [added: have] a material adverse effect on our results of operations and financial [removed: condition,] [added: condition] include:

- changes made by companies in response to [removed: the COVID-19] [added: a] pandemic that could lead to a sustained shift away from collective in-person work environments or relocations away from the markets in which we operate, either of which could adversely affect the overall demand for workplaces in the regions in which we operate;

- reduced economic activity and/or supply chain disruptions or delays in delivery of products, services or other materials necessary for our clients that impact our clients’ businesses, financial condition or liquidity [removed: has caused, and] may [removed: continue to] cause, one or more of our clients to be unable to meet their obligations to us, including their ability to make timely rental payments, in full or at all, or to otherwise seek modifications of such obligations, including rent concessions, deferrals or abatements, or to declare bankruptcy.

- adversely impact our ability to continue paying distributions to our [removed: equityholders] [added: securityholders] at current levels, or at all, and

- the degree to which our clients’ businesses [removed: have been, and continue to be,] [added: are] negatively impacted [removed: has required, and may in the future require,] [added: could require] us to write-off a client’s accrued rent balance and this could have a material adverse effect on our results of operations and liquidity;

- the impact of [removed: COVID-19] [added: a pandemic] could result in an event or change in circumstances that results in an impairment in the value of our properties or our investments in unconsolidated joint ventures, and any such impairment could have a material adverse effect on our results of operations in the periods in which the charge is taken;

- the impact and validity of interpretations of lease provisions and applicable laws related to claims by clients regarding their obligations to pay rent as a result of [removed: COVID-19,] [added: a pandemic,] and any adverse court rulings or decisions interpreting these provisions and laws, could have a material adverse effect on our results of operations and liquidity;

- the impact of governmental and business travel limitations and restrictions [removed: have had, and may in the future have, a material adverse effect on the operator of our hotel property, which negatively impacts our revenues, and may] [added: could] result in [added: temporary or] sustained [added: periods of] decreased demand for hotel [removed: stays;][added: stays at our hotel property;]

If we [removed: decide to not sell or participate in a joint venture and instead] hire a third party manager, we would be dependent on them and their key personnel who provide services to us and we may not find a suitable replacement if the management agreement is terminated, or if key personnel leave or otherwise become unavailable to us.

Our use of joint ventures [removed: and participation in the Strategic Capital Program] may limit our control over and flexibility with jointly owned investments and other assets we may wish to acquire.

We currently have joint ventures that are and are not consolidated [removed: within our financial statements.]

- our joint venture agreements may contain provisions that allow our partners to remove us as the general partner or managing member for cause, and this could result in liability for us to our partners under the governing agreement of the joint venture; [added: and]

- we may need our partner(s)’ approval to take certain actions and, therefore, we may be unable to cause a joint venture to implement decisions that we consider [removed: advisable; and][added: advisable.]

- if we loan funds to a joint venture and the joint venture is unable to make required payments of interest and principal, or both, then we may exercise remedies available to us in the joint venture agreement that could allow us to increase our ownership interest or our control over major decisions, or both, which could result in an unconsolidated joint venture becoming consolidated with our financial statement; doing so could [removed: require us to reallocate the purchase price among the various asset and liability components and this could result in material changes to our reported results of operations and financial condition.]

Properties that we developed and have owned for a significant period of time or that we acquired through tax deferred contribution [added: transactions in exchange for partnership interests in BPLP often have low tax bases.]

- our hotel property is subject to general and local economic and social conditions that may affect demand for travel in general, including [added: public health concerns,] war and terrorism.

As of December 31, [removed: 2022,] [added: 2023,] the U.S. Government was one of our largest clients by square feet.

If we are restricted from re-leasing apartment units due to the inability to evict [added: delinquent residents, our results of operations and property values for our residential properties may be adversely affected.]

[removed: Under TRIA, after the payment of the required deductible] and coinsurance, the NBCR Coverage provided by IXP is backstopped by the Federal Government if the aggregate industry insured losses resulting from a certified act of terrorism exceed a “program trigger.” The program trigger is $200 million, the coinsurance is 20% and the deductible is 20% of the premiums earned by the insurer for the year prior to a claim.

This insurance is subject to a deductible in the amount of [removed: 3%] [added: 5%] of the value of the affected property.

We continue to monitor the state of the insurance market in general, and the scope and costs of coverage for acts of terrorism, [removed: earthquakes] [added: earthquakes, pandemics] and [removed: pandemics,] [added: cybersecurity incidents,] in particular, but we cannot anticipate what coverage will be available on commercially reasonable terms in future policy years.

[added: Over time, these conditions could result in] declining demand for office space in our buildings or increased costs associated with infrastructure-related remediation projects.

In addition, we face transition risks related to federal, state and local legislation and regulations that are being [removed: implemented or] [added: implemented,] are under consideration to mitigate the effects of climate [removed: change.][added: change or that require increased environmental disclosures and reporting.]

For additional discussion regarding our approach to climate resiliency and our continued commitment to transparent reporting of [removed: ESG] [added: sustainability] performance indicators, see “*Item 1.

Business—Business and Growth [removed: Strategies—Environmental, Social and Governance (ESG)*”] [added: Strategies—Sustainability*”] and our annual [removed: ESG report] [added: Sustainability & Impact Report] available on our website at http://www.bxp.com under the heading “Commitment.”

[removed: The presence or migration of hazardous or toxic] substances or petroleum products or the failure to properly remediate contamination may give rise to third-party claims for bodily injury, property damage and/or response costs and may materially and adversely affect our ability to borrow against, sell or rent an affected property.

[added: Where appropriate, on a property-by-property basis, our practice is to have these] consultants conduct additional testing, including sampling for asbestos, for lead and other contaminants in drinking water and, for soil and/or groundwater contamination where underground storage tanks are or were located or where other past site usage creates a potential environmental problem.

[removed: If, under the Americans] with Disabilities Act, we are required to make substantial alterations and capital expenditures in one or more of our properties, including the removal of access barriers, it could adversely affect our financial condition and results of operations, as well as the amount of cash available for distribution to our securityholders.

[removed: An] [added: A sustained] increase in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt or sell assets on favorable terms or at all.

As of February [removed: 21, 2023,] [added: 20, 2024,] we had [removed: $1.2] [added: $2.1] billion outstanding indebtedness, excluding our unconsolidated joint ventures, that bears interest at a variable rate, and we may incur more indebtedness in the future.

[removed: Interest rates increased throughout 2022, and if] [added: As] interest rates [removed: continue to increase, then so would] [added: have increased,] the interest costs on our unhedged variable rate [removed: debt, which] [added: debt have also increased, which, if sustained or continues to increase,] could adversely affect our cash flow and our ability to pay principal and interest on our debt and our ability to make distributions to our securityholders.

While these agreements are intended to lessen the impact of rising interest rates on us, they also expose us to the risk that the other parties to the agreements will not perform, we could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly-effective cash flow hedges under guidance included in ASC 815 “Derivatives and Hedging.” In [removed: addition, an increase in interest rates could decrease the amounts third-parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions.]

As of December 31, [removed: 2022,] [added: 2023,] we had one tax protection agreement that could restrict our ability to repay or finance debt.

In our West Coast market, our leasing is focused on clients in the technology and media industries, as well as legal firms.

During the year ended December 31, 2023, we recognized an other-than-temporary impairment loss on our investments in four unconsolidated joint ventures aggregating approximately $272.6 million (See Note 6 to the Consolidated Financial Statements).

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On November 6, 2023, WeWork Inc. and certain of its direct and indirect subsidiaries (collectively, “WeWork”) filed voluntary petitions to commence proceedings under Chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of New Jersey.

As of December 31, 2023, WeWork was one of our 20 largest clients (based on our share of square footage).

There can be no assurance that WeWork will not reject one or more of the four leases.

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within our financial statements.

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require us to reallocate the purchase price among the various asset and liability components and this could result in material changes to our reported results of operations and financial condition.

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Under TRIA, after the payment of the required deductible

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- be uninsured or exceed policy limits, increase operating costs, including insurance expenses, or make future cyber risk coverage unavailable on commercially reasonable terms; and

Refer to Part I, Item 1C.

Cybersecurity in this Form 10-K for more information.

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The full extent to which any future pandemic or similar outbreak may impact our operations and those of our clients will depend on future developments, which are highly uncertain and cannot be predicted.

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The presence or migration of hazardous or toxic

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If, under the Americans

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

Interest rates increased throughout 2023, and may remain elevated throughout 2024.

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addition, an increase in interest rates could decrease the amounts third-parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions.

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| | | | | | | February 20, 2024 | | | | | | | | | | | | | | | | | |

| Common Stock | | | | | | 157,011 | | | | | | 157,011 | | | | | | $ | 10,367,436 | | | | |

| Total Equity (A) | | | | | | | | | | | | 176,207 | | | | | | $ | 11,634,948 | | | | |

| Consolidated Debt (B) | | | | | | | | | | | | | | | | | | $ | 15,366,713 | | | | |

However, there can be no assurance that we will be able to maintain these ratings.

In December 2023 and January 2024, our senior debt credit ratings were downgraded, although both remain investment grade.

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A significant downturn in one or more of these sectors could adversely affect our results of operations.

For example, there remains uncertainty regarding the degree to which the COVID-19 pandemic may continue to adversely impact our business, financial condition, results of operation, cash flows and liquidity, and that of our clients.

These uncertainties include the emergence of new virus strains, availability of effective treatment, possible future governmental responses and the severity and duration of the indirect economic and social impacts of the COVID 19-pandemic, such as economic downturn, supply chain disruptions, labor market disruptions, inflation, increasing interest rates, dislocation and volatility in capital markets, job losses and potential longer-term changes in consumer and client behavior.

These uncertainties make it impossible for us to predict with certainty the overall impact that COVID-19 will have on us and our clients prospectively.

- with respect to our participation in the co-investment program, we could lose opportunities to pursue properties that are within the program’s target investment criteria alone or with other partners with whom the terms of the joint venture and/or our returns could be more favorable to us.

transactions in exchange for partnership interests in BPLP often have low tax bases.

We have seen a recent increase in governments considering, or being urged by advocacy groups to consider, rent control or rent stabilization laws and regulations.

delinquent residents, our results of operations and property values for our residential properties may be adversely affected.

Over time, these conditions could result in

Where appropriate, on a property-by-property basis, our practice is to have these

| | | | | | | February 21, 2023 | | | | | | | | | | | | | | | | | |

| Common Stock | | | | | | 156,823 | | | | | | 156,823 | | | | | | $ | 10,732,966 | | | | |

| Total Equity (A) | | | | | | | | | | | | 175,486 | | | | | | $ | 12,010,262 | | | | |

| Consolidated Debt (B) | | | | | | | | | | | | | | | | | | $ | 14,707,348 | | | | |

The discontinuation of LIBOR and the replacement of LIBOR with an alternative reference rate may adversely affect our borrowing costs and could impact our business and results of operations.

We expect that all LIBOR settings relevant to us will cease to be published or will no longer be representative after June 30, 2023.

The discontinuation of LIBOR will not affect our ability to borrow or maintain already outstanding borrowings or hedging transactions, but if our contracts indexed to LIBOR are converted to SOFR, the differences between LIBOR and SOFR, plus the recommended spread adjustment, could result in interest or hedging costs that are higher than if LIBOR remained available.

Additionally, although SOFR is the recommended replacement rate, it is also possible that lenders may instead choose alternative replacements that may differ from LIBOR in ways similar to SOFR or in ways that would result in higher interest or hedging costs for us.

It is not yet possible to predict the magnitude of LIBOR’s end on our borrowing costs given the remaining uncertainty about which rates will replace LIBOR.

As of December 31, 2022, each of the agreements governing our variable rate debt either have been transitioned to SOFR or provide for the replacement of LIBOR if it becomes unavailable during the term of such agreement.

The Audit Committee of BXP’s Board of Directors oversees our risk management processes related to cybersecurity.

It meets no less frequently than annually with our IT personnel and senior management to discuss recent trends in cyber risks and our strategy to defend our IT networks, business systems and information against cyber attacks and intrusions.

Under the oversight of the Audit Committee, we established our overall cybersecurity program and its standards by reference to the National Institute of Standards and Technology (“NIST”) Cyber Security Framework.

As part of our overall cybersecurity program:

- we have implemented a continuous improvement methodology including, but not limited to, ongoing enhancements to processes and controls, quarterly control reviews, annual policy reviews, biannual penetration tests and annual investments in our security infrastructure;

- we annually assess our cybersecurity program against the NIST framework and periodically engage an outside consulting firm to conduct the assessment; and

- we conduct cybersecurity awareness training at least three times per year for our employees and primary on-site providers, and we conduct ongoing phishing simulations to raise awareness of spoofed or manipulated electronic communications and other critical security threats.

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 [removed: 1995] [added: 1995,] and [added: we] are including this statement for purposes of complying with those safe harbor provisions, in each case, to the extent applicable.

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

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, [added: 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.

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

- 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 [added: 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 forward interest rate contracts and [added: derivatives and] the effectiveness of such arrangements;

- risks associated with security [removed: breaches] [added: breaches, incidents, and compromises] through [removed: cyber attacks,] [added: 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;

BXP is one of the largest publicly traded office real estate investment trusts (REITs) (based on total market capitalization as of December 31, [removed: 2022)] [added: 2023)] in the [removed: United States] [added: U.S.] that develops, owns, and manages primarily premier workplaces.

Our properties are concentrated in six dynamic gateway markets in the [removed: United States] [added: U.S.] - Boston, Los Angeles, New York, San Francisco, Seattle, and Washington, DC.

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 [added: 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 [removed: client’s] [added: clients’] expansion [removed: rights] [added: rights,] and general economic factors.

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 [removed: clients.][added: clients that are diverse across market sectors.]

[removed: Our client base is diverse across market sectors and the] [added: The] weighted-average [removed: lease] term [removed: for] [added: of] our in-place leases, [added: including leases signed by our unconsolidated joint ventures,] excluding residential units, was approximately [removed: 7.9 years,] [added: 7.8 years] as of December 31, [removed: 2022, including leases signed by our unconsolidated joint ventures.][added: 2023, with occupancy rates historically in the range of 88% to 92%.]

In this regard, we believe [removed: that our] [added: we have a] competitive leasing advantage [removed: is based on the following attributes:][added: that results from:]

- our reputation as a [removed: high quality] [added: high-quality] developer, owner and manager of premier workplaces in our markets;

- our financial [removed: strength and] [added: strength, including] our ability to [added: fund our share of lease obligations and] maintain [removed: high] [added: premier] building standards; and

[removed: This] [added: The] evolving operating environment impacts various aspects of our operating activities as:

- labor market conditions [removed: shift] [added: shift,] resulting in increasing employer demands for mandatory in-person [removed: workdays and gradual increases in space utilization by our clients;][added: workdays;]

- construction costs have increased [removed: for new development] and, although [added: much of] the [removed: costs] [added: cost] for our active development pipeline [removed: are, at this stage, relatively] [added: is] fixed, the cost of potential future [removed: developments] [added: construction activity] continues to increase.

In light of the [removed: foregoing, we believe we are positioning ourselves for success, notwithstanding the] uncertain trajectory of the U.S. and global economies, [added: we believe we continue to position BXP for success] by [added: increasing liquidity,] managing our [removed: leverage] [added: leverage, pursuing additional capital raising opportunities and maintaining discipline in discretionary capital expenditures,] while continuing to selectively invest (including [added: through] both acquisitions and developments) in premier workplace opportunities.

We remain focused on the following [removed: priorities:][added: strategies:]

- continuing to embrace our leadership position in the premier workplace [removed: industry] [added: 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 [removed: demonstrating] [added: continue to demonstrate] the highest occupancy, net absorption levels and rental rates in the central business [removed: district (“CBD”)] [added: districts (“CBDs”) in] markets where we operate;

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

The following is an overview of leasing and investment activity in the fourth quarter of [removed: 2022.][added: 2023 and recent business highlights.]

The overall occupancy of our in-service [removed: office] [added: premier workplace] and retail properties was [removed: 88.6%] [added: 88.4%] at December 31, [removed: 2022,] [added: 2023,] a decrease of [removed: 30] [added: 40] basis points from September 30, [removed: 2022.][added: 2023.]

While property tours continue and [removed: leases under negotiation] [added: lease negotiations] move forward, there is less urgency from clients to make new commitments.

We [removed: serve as the managing member and] [added: will] provide [removed: customary leasing and] [added: development,] property [removed: management] [added: management, and leasing] services for the joint [removed: venture.][added: ventures.]

The mortgage loan [added: has a principal amount of $300.0 million,] bears interest at a variable rate equal to [removed: LIBOR] [added: SOFR] plus [removed: 1.30%] [added: 1.38%] per annum and matures on [removed: November 24, 2028.][added: July 19, 2025.]

The joint venture [removed: has] [added: entered into] interest rate swap contracts [added: with notional amounts aggregating $154.3 million] through [removed: June 2028,] [added: September 2, 2025,] resulting in a fixed rate of approximately [removed: 4.34%] [added: 7.35%] per annum through the expiration of the interest rate swap contracts.

As of December 31, [removed: 2022,] [added: 2023,] our development/redevelopment pipeline consisted of [removed: 13] [added: 10] properties that, when completed, we expect will total approximately [removed: 3.2] [added: 2.7] million net rentable square feet.

Our share of the estimated total cost for these projects is approximately [removed: $1.9] [added: $2.4] billion, of which approximately [removed: $729.1 million] [added: $1.3 billion] remains to be invested.

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 [removed: market.][added: 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.]

The Avant at Reston Town Center [removed: a] is a 15-story, [added: 359-unit, luxury multifamily building consisting of] approximately 329,000 [added: net rentable] square [removed: foot,] [added: feet,] excluding retail [removed: space, 359-unit, luxury residential building located in Reston, Virginia.][added: space.]

During the fourth quarter of [removed: 2022,] [added: 2023,] we executed approximately [removed: 287,000] [added: 153,000] square feet of leases and approximately [removed: 476,000] [added: 393,000] square feet of leases commenced [added: revenue recognition] in the Boston region.

Approximately [removed: 245,000] [added: 159,000] square feet of the leases that commenced [added: revenue recognition] had been vacant for less than one year and represent an increase in net rental obligations of approximately [removed: 22%] [added: 30.4%] over the prior leases.

Our Route 128-Mass Turnpike [added: in-service] portfolio is comprised of approximately 4.9 million square feet [removed: and was approximately 81% leased] [added: and,] as of December 31, [removed: 2022.][added: 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).]

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 [removed: property of which we own 55%.][added: property.]

During the fourth quarter of [removed: 2022,] [added: 2023,] we executed approximately [removed: 304,000] [added: 567,000] square feet of leases in the New York region and approximately [removed: 148,000] [added: 143,000] square feet of leases [removed: commenced.][added: commenced revenue recognition.]

Approximately [removed: 107,000] [added: 130,000] square feet of the leases that commenced [removed: in the fourth quarter] [added: revenue recognition] had been vacant for less than one year and they represent a decrease in net rental obligations of approximately [removed: 17%] [added: 15.4%] over the prior leases.

On November 30, [removed: 2022,] [added: 2023,] we [removed: commenced the] [added: elected to suspend] redevelopment [removed: of] [added: on] 105 Carnegie [removed: Center,] [added: Center] located in Princeton, New Jersey.

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

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.

The U.S. 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.

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

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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.

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.

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.

- risks associated with downturns in the national and local economies, continued inflation, increasing interest rates, and volatility in the securities markets;

- the impact of geopolitical conflicts, including the ongoing war in Ukraine;

- the immediate and long-term impact of the outbreak of a highly infectious or contagious disease, such as COVID-19, on our and our clients’ financial condition, results of operations and cash flows (including the impact of actions taken to contain the outbreak or mitigate its impact, the direct and indirect economic effects of the outbreak and containment measures on our clients, and the ability of our clients to successfully operate their businesses);

considerations that may result in negotiated lease provisions that limit a client’s liability during construction, and public opposition to such activities);

The weighted-average lease term for our 20 largest clients, based on leased square footage, was approximately 10.7 years as of December 31, 2022.

The inflation experienced in 2022 has slowly decreased but remains high.

The Federal Reserve is expected to continue to increase interest rates, although likely at a more moderate pace, in an effort to bring prices under control.

This, coupled with the discussion surrounding raising the U.S. debt ceiling could cause further turmoil in the financial markets.

There have already been signs of this strain with announcements of staff reductions from large- and medium-sized employers.

While the initial announcements were largely concentrated in the technology sectors, companies in the finance industry, the legal industry and broader corporate America are now announcing similar layoffs.

- business leaders may generally become more reticent to make large capital allocation decisions, such as entry into a new lease;

In the fourth quarter of 2022, we signed approximately 1.1 million square feet of new leases and renewals, for a total of approximately 5.7 million square feet leased in 2022, which is 95% of our average annual leasing volume over the last ten years.

The leases executed in the fourth quarter and full year 2022 have a weighted-average lease term of approximately 7.8 years and 9.2 years, respectively, indicating that many new and existing clients continue to commit to the long-term use of space and view our properties as their preferred choice for a premier workplace environment.

The decrease in occupancy is primarily due to fully placing in-service Reston Next and 880 Winter Street, which have leases for which revenue recognition has not commenced in accordance with GAAP.

Excluding the impact of placing these two properties in-service, occupancy would have increased in the fourth quarter of 2022 by 20 basis points to 89.1%.

As we consider our expectations for leasing in 2023, we have factored in the impacts of a slower economy, softer business performance, and reduced demand for space.

We expect the bulk of our leasing in 2023 will continue to come from small- and medium-sized professional and financial services firms.

Although the real estate capital markets for office assets has slowed substantially with U.S. transaction volume down 40% in the fourth quarter of 2022 from the third quarter of 2022, we remain committed to developing and acquiring assets to enhance our long-term growth and to meet client demand for premier workplaces, life sciences, retail and residential space.

Consistent with this strategy, in 2022, we purchased an aggregate of approximately $1.6 billion (our share) of premier workplaces, including life sciences, and an interest in an unconsolidated joint venture that owns a premier workplace.

In the fourth quarter of 2022, we acquired a 26.69% interest in the joint venture that owns 200 Fifth Avenue, a 14-story, approximately 855,000 square-foot, LEED Gold certified, premier workplace located in New York City that is approximately 93% leased as of December 31, 2022.

The acquisition of the joint venture interest is our second investment in the vibrant Midtown South neighborhood.

We closed on the interest in the joint venture for a gross purchase price of approximately $280.2 million, which includes $120.1 million of cash and our pro rata share of the outstanding loan secured by the property of $160.1 million.

In January 2023, BXP commenced the development of 290 Binney Street and the redevelopment of 300 Binney Street at Kendall Center in Cambridge, Massachusetts.

Including projects that commenced in January 2023, we had 15 properties under development or redevelopment which, excluding View Boston at The Prudential Center and

Reston Next Residential, are 52% pre-leased as of February 21, 2023.

Our share of the estimated total cost for these projects is approximately $3.3 billion.

In the fourth quarter of 2022, we completed the disposition of The Avant at Reston Town Center for a gross sale price of $141.0 million.

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

Including the sale of the residential component of The Avant at Reston Town Center, BXP completed the disposition of 14 properties and two land parcels, for an aggregate gross sale price of approximately $864.2 million, in 2022.

Our Boston CBD in-service portfolio was approximately 94% leased as of December 31, 2022.

Our approximately 2.7 million square foot in-service office portfolio in Cambridge was approximately 96% leased as of December 31, 2022.

In January 2023, BXP commenced the development of 290 Binney Street and the redevelopment of 300 Binney Street at Kendall Center in Cambridge, Massachusetts for an estimated total investment of approximately $1.4 billion.

290 Binney Street is an approximately 566,000 net rentable square foot laboratory/life sciences project that is 100% pre-leased to AstraZeneca.

Concurrent with the commencement of this project, BXP removed from service and began demolition of the existing Kendall Center Blue Parking Garage to support the development of this project.

300 Binney Street is a conversion of an approximately 195,000 net rentable square foot property into an approximately 240,000 net rentable square foot laboratory/life sciences property.

300 Binney Street is 100% pre-leased to a life sciences organization.

On December 23, 2022, we fully placed in-service 880 Winter Street, an approximately 244,000 square foot laboratory/life sciences project located in Waltham, Massachusetts.

Including leases that have not yet commenced, 880 Winter Street is 97% pre-leased as of February 21, 2023.

As of December 31, 2022, our LA in-service properties were approximately 88% leased.

As of December 31, 2022, our New York CBD in-service portfolio was approximately 88% leased.

As of December 31, [removed: 2022,] [added: 2023,] approximately [removed: $13.5] [added: $13.8] billion of [removed: these borrowings] [added: our indebtedness] bore interest at fixed rates and therefore the fair value of these instruments is [added: not] affected by changes in the market interest rates.

[removed: As of] [added: At] December 31, [removed: 2022,] [added: 2023,] the weighted-average [added: stated] interest rate on our variable rate [removed: debt] [added: debt, including the effect of the interest rate swaps,] was [removed: 4.85%] [added: 5.79%] per annum.

The following table presents our aggregate debt obligations [removed: with] [added: carrying value, estimated fair value and where applicable, the] corresponding weighted-average GAAP interest rates sorted by maturity [removed: date.][added: date as of December 31, 2023.]

For a discussion concerning our unconsolidated joint venture debt, [added: including interest rate swaps,] see Note 6 to the Consolidated Financial Statements and “*Item 7*—*Management’s Discussion and Analysis of Financial Condition and Results of Operations*—*Liquidity and Capital Resources—Investment in Unconsolidated Joint Ventures - Secured Debt.*”

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028+] [added: 2029+] | | | | | | Total | | | | | | Estimated Fair Value | | |

| GAAP Average Interest Rate | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: —] [added: 3.64] | | % | | | | [removed: 3.64] [added: —] | | % | | | | 2.93 | | % | | | | 3.42 | | % | | | | | | |

| GAAP Average Interest Rate | | | [removed: 3.28] [added: 3.92] | | % | | | | [removed: 3.92] [added: 3.35] | | % | | | | [removed: 3.35] [added: 3.63] | | % | | | | [removed: 3.63] [added: 6.92] | | % | | | | [removed: 6.92] [added: 4.63] | | % | | | | [removed: 3.33] [added: 3.55] | | % | | | | [removed: 3.69] [added: 3.91] | | % | | | | | | |

At December 31, [removed: 2022,] [added: 2023,] the weighted-average [removed: coupon/stated] [added: stated interest] rates on the fixed rate debt stated above was [removed: 3.51%] [added: 3.69%] per annum.

If market interest rates on our variable rate debt had been 100 basis points greater, total interest expense would have increased approximately [removed: $7.3] [added: $21.0] million, on an annualized [removed: basis,] [added: basis] for the year ended December 31, [removed: 2022.][added: 2023, respectively.]

We are exposed to certain market risks, one of the most predominant of which is a change in interest rates.

Unless we have entered into interest rate swaps or other derivatives to fix the interest rate, increases in interest rates can result in increased interest expense under our Revolving Facility, 2023 Unsecured Term Loan, certain mortgage loans and other debt that bears interest at variable rates.

Increases in interest rates can also result in increased interest expense when our fixed rate debt matures and needs to be refinanced.

The remaining $2.1 billion of outstanding indebtedness bore interest at variable rates, including $1.2 billion under the 2023 Unsecured Term Loan and $900.0 million of secured debt.

However, we entered into interest rate swaps with notional amounts aggregating $2.1 billion, 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, 2023 and their respective fair values).

Therefore, as of December 31, 2023, we have no outstanding variable rate debt that has not been fixed through an interest rate swap.

| Fixed Rate | | | $ | (4,843) | | | | | $ | (4,843) | | | | | $ | (4,843) | | | | | $ | 2,297,138 | | | | | $ | (1,348) | | | | | $ | 995,924 | | | | | $ | 3,277,185 | | | | | $ | 2,810,134 | |

| Variable Rate | | | (4,163) | | | | | | 297,129 | | | | | | (1,341) | | | | | | (1,341) | | | | | | 598,910 | | | | | | — | | | | | | 889,194 | | | | | | 895,379 | | |

| Subtotal | | | $ | (9,006) | | | | | $ | 292,286 | | | | | $ | (6,184) | | | | | $ | 2,295,797 | | | | | $ | 597,562 | | | | | $ | 995,924 | | | | | $ | 4,166,379 | | | | | $ | 3,705,513 | |

| Fixed Rate | | | $ | 699,933 | | | | | $ | 848,726 | | | | | $ | 1,993,184 | | | | | $ | 744,879 | | | | | $ | 993,941 | | | | | $ | 5,210,954 | | | | | $ | 10,491,617 | | | | | $ | 9,697,393 | |

| Variable Rate | | | 1,198,301 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,198,301 | | | | | | 1,196,945 | | |

| Subtotal | | | $ | 1,898,234 | | | | | $ | 848,726 | | | | | $ | 1,993,184 | | | | | $ | 744,879 | | | | | $ | 993,941 | | | | | $ | 5,210,954 | | | | | $ | 11,689,918 | | | | | $ | 10,894,338 | |

| Total Debt | | | $ | 1,889,228 | | | | | $ | 1,141,012 | | | | | $ | 1,987,000 | | | | | $ | 3,040,676 | | | | | $ | 1,591,503 | | | | | $ | 6,206,878 | | | | | $ | 15,856,297 | | | | | $ | 14,599,851 | |

At December 31, 2023, our outstanding variable rate debt totaled $2.1 billion, all of which was subject to interest rate swaps.

Our use of derivative instruments also involves certain additional risks such as counterparty credit risk, the enforceability of hedging contracts and the risk that unanticipated and significant changes in interest rates will cause a significant loss of basis in the contract.

We believe that there is a low likelihood that these counterparties will fail to meet their obligations and we minimize our exposure by limiting counterparties to major banks who meet established credit and capital guidelines.

There can be no assurance that we will adequately protect against the foregoing risks.

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The following table presents the aggregate carrying value of our mortgage notes payable, net, unsecured senior notes, net, unsecured line of credit, unsecured term loans, net and our corresponding estimate of fair value as of December 31, 2022.

| Fixed Rate | | | $ | (4,840) | | | | | $ | (4,840) | | | | | $ | (4,840) | | | | | $ | (4,840) | | | | | $ | 2,297,141 | | | | | $ | 994,587 | | | | | $ | 3,272,368 | | | | | $ | 2,744,479 | |

| Variable Rate | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Fixed Rate | | | $ | 488,105 | | | | | $ | 689,277 | | | | | $ | 840,541 | | | | | $ | 1,991,944 | | | | | $ | 743,326 | | | | | $ | 5,484,775 | | | | | $ | 10,237,968 | | | | | $ | 9,135,512 | |

| Variable Rate | | | 730,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 730,000 | | | | | | 730,000 | | |

| Total Debt | | | $ | 1,213,265 | | | | | $ | 684,437 | | | | | $ | 835,701 | | | | | $ | 1,987,104 | | | | | $ | 3,040,467 | | | | | $ | 6,479,362 | | | | | $ | 14,240,336 | | | | | $ | 12,609,991 | |

At December 31, 2022, our outstanding variable rate debt totaled $730.0 million.

At December 31, 2022, the coupon/stated rate on our variable rate debt was approximately 4.85% per annum.

We expect that all LIBOR settings relevant to us will cease to be published or will no longer be representative after June 30, 2023.

The discontinuation of LIBOR will not affect our ability to borrow or maintain already outstanding borrowings or hedging transactions, but if our contracts indexed to LIBOR are converted to SOFR, the differences between LIBOR and SOFR, plus the recommended spread adjustment, could result in interest or hedging costs that are higher than if LIBOR remained available.

Additionally, although SOFR is the recommended replacement rate, it is also possible that lenders may instead choose alternative replacements that may differ from LIBOR in ways similar to SOFR or in ways that would result in higher interest or hedging costs for us.

It is not yet possible to predict the magnitude of LIBOR’s end on our borrowing costs given the remaining uncertainty about which rates will replace LIBOR.

As of December 31, 2022, each of the agreements governing our variable rate debt, for our consolidated debt, either have been transitioned to SOFR or provide for the replacement of LIBOR if it becomes unavailable during the term of such agreement.

BXP, a Delaware corporation, is a fully integrated, self-administered and self-managed REIT, and is one of the largest publicly-traded office REITs (based on total market capitalization as of December 31, [removed: 2022)] [added: 2023)] in the United States that develops, owns and manages primarily premier workplaces.

At December 31, [removed: 2022,] [added: 2023,] we owned or had joint venture interests in a portfolio of [removed: 194] [added: 188] commercial real estate properties, aggregating approximately [removed: 54.1] [added: 53.3] million net rentable square feet of primarily premier workplaces, including [removed: 13] [added: 10] properties under construction/redevelopment totaling approximately [removed: 3.2] [added: 2.7] million net rentable square feet.

As of December 31, [removed: 2022,] [added: 2023,] our properties consisted of:

- [removed: 173] [added: 167] office and life sciences properties (including [removed: 10] [added: seven] properties under construction/redevelopment);

“Boston Properties” is a registered trademark, BXP is a registered trademark, and the “bxp” logo is a registered trademark, in [removed: both] [added: all] cases, owned by BPLP.

BXP is the sole general partner of BPLP and, as of February [removed: 21, 2023,] [added: 20, 2024,] the owner of approximately [removed: 89.4%] [added: 89.1%] of the economic interests in BPLP.

[removed: 2021] [added: 2022] or later (“MYLTIP Awards”), which remain subject to performance conditions.

Transactions During [removed: 2022][added: 2023]

The acquisition was completed with available [removed: cash and borrowings under BPLP’s unsecured credit facility.][added: cash.]

[removed: *Developments/Redevelopments*][added: *Developments/Redevelopments*]

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: 13] [added: 10] properties under construction/redevelopment, which we expect will total approximately [removed: 3.2] [added: 2.7] million net rentable square [removed: feet.][added: feet when completed.]

We estimate our share of the [added: aggregate] total investment to complete these [removed: projects, in the aggregate,] [added: projects] is approximately [removed: $1.9] [added: $2.4] billion, of which approximately [removed: $729.1 million remains] [added: $1.3 billion remained] to be invested as of December 31, [removed: 2022.][added: 2023.]

The total development pipeline, inclusive of [removed: both office and] [added: office,] laboratory/life sciences [added: and retail] developments, but excluding [removed: View Boston at The Prudential Center and] [added: Skymark -] Reston Next Residential, is [removed: 37%] [added: 53%] pre-leased as of February [removed: 21, 2023.][added: 20, 2024.]

On April 29, [removed: 2022,] [added: 2023,] we [removed: partially] [added: completed and fully] placed in-service 2100 Pennsylvania Avenue, a premier workplace project with approximately [removed: 480,000] [added: 476,000] net rentable square feet located in Washington, DC.

On [removed: June 29, 2022,] [added: July 20, 2023,] we completed and fully placed in-service [removed: 325 Main Street,] [added: 140 Kendrick Street - Building A,] a premier workplace [added: redevelopment] project with approximately [removed: 414,000] [added: 104,000] net rentable square feet located in [removed: Cambridge,] [added: Needham,] Massachusetts.

300 Binney Street [removed: is a premier workplace with] [added: consisted of an] approximately 195,000 net rentable square [removed: feet at Kendall Center in Cambridge, Massachusetts] [added: foot premier workplace] that [removed: will be] [added: is being] redeveloped into approximately [removed: 240,000] [added: 236,000] net rentable square feet of laboratory/life sciences [removed: space (See Note 16 to the Consolidated Financial Statements).][added: space.]

On November 30, [removed: 2022,] [added: 2023,] we [removed: commenced the] [added: elected to suspend] redevelopment [removed: of] [added: on] 105 Carnegie [removed: Center,] [added: Center] located in Princeton, New [removed: Jersey.][added: Jersey and as a result ceased capitalization on the project.]

105 Carnegie Center [added: was a premier workplace that] consisted of approximately 70,000 net rentable square feet [added: that was being redeveloped into approximately 73,000 net rentable square feet] of [removed: office] [added: laboratory/life sciences] space.

On [removed: December 23, 2022,] [added: September 26, 2023,] we [removed: completed and fully] [added: partially] placed in-service [removed: 880 Winter Street,] [added: 180 CityPoint,] an approximately [removed: 244,000] [added: 329,000] net rentable square [removed: foot] [added: feet] laboratory/life sciences project located in Waltham, Massachusetts.

[removed: As a result,] [added: Based on] this [added: reassessment this] lease was reclassified as a sales-type lease.

In addition, [removed: we] [added: the joint venture] recorded a gain on sales-type lease of approximately [removed: $10.1] [added: $2.7] million associated with the derecognition of the asset.

On [removed: May 17, 2022,] [added: January 4, 2023,] BPLP entered into an unsecured credit agreement [removed: (the “2022 Unsecured Term Loan”) providing] [added: which provided] for a single borrowing of up to [removed: $730.0 million.][added: $1.2 billion (the “2023 Unsecured Term Loan”).]

On [removed: November 17, 2022,] [added: May 15, 2023,] BPLP completed a public offering of $750.0 million in aggregate principal amount of its [removed: 6.750%] [added: 6.500%] unsecured senior notes due [removed: 2027.][added: 2034.]

The notes were priced at [removed: 99.941%] [added: 99.697%] of the principal amount to yield an effective rate (including financing fees) of approximately [removed: 6.924%] [added: 6.619%] per annum to maturity.

The notes will mature on [removed: December 1, 2027,] [added: January 15, 2034,] unless earlier redeemed.

The aggregate net proceeds from the offering were approximately [removed: $743.5] [added: $741.3] million after deducting underwriting discounts and transaction expenses.

During the year ended December 31, [removed: 2022,] [added: 2023,] BXP acquired an aggregate of [removed: 182,929] [added: 102,699] common units of limited partnership interest, including [removed: 78,249] [added: a total of 94,863] common units issued upon the conversion of LTIP Units, 2012 outperformance plan awards (“2012 OPP Units”) and 2013 - [removed: 2022] [added: 2017] multi-year, long-term incentive program [removed: awards (also referred to as “MYLTIP Units”),] [added: awards,] presented by the holders for redemption, in exchange for an equal number of shares of BXP common stock.

At the time of the [removed: refinancing,] [added: extension,] the loan had an outstanding balance of [removed: approximately $294.1] [added: $80.0] million, bore interest at a variable rate equal to [removed: (1) the greater of (x) London Interbank Offered Rate (“LIBOR”) or (y) 0.65%,] [added: LIBOR] plus [removed: (2) 4.75%] [added: 3.50%] per annum and was scheduled to mature on July [removed: 7, 2022,] [added: 13, 2023,] with [removed: two, one-year] [added: two] extension [removed: options,] [added: options (30 days and 180 days, respectively),] subject to certain conditions.

There was no prepayment penalty associated with the [removed: prepayment] [added: repayment] of the [removed: previous mortgage loan.][added: 2022 Unsecured Term Loan.]

The new mortgage [removed: and mezzanine] loans have an aggregate principal balance of [removed: $420.0] [added: $105.0] million, bear interest at a weighted average [removed: variable] [added: fixed] rate [removed: equal to SOFR plus 2.75%] [added: of 6.83%] per annum and mature on [removed: April 9, 2024, with three, one-year extension options, subject to certain conditions.][added: June 5, 2026.]

Metropolitan Square is [removed: a premier workplace with] [added: an] approximately 657,000 net rentable square [removed: feet] [added: foot premier workplace] located [added: at 655 15th Street, NW] in [added: the heart of downtown] Washington, DC.

On April [removed: 18, 2022,] [added: 21, 2023,] a joint venture in which we own a 50% interest [removed: extended] [added: exercised an option to extend] the maturity date of the construction loan collateralized by its [removed: Hub50House property to June 19, 2022.][added: 7750 Wisconsin Avenue property.]

At the time of the [added: modification and] extension, the loan had an outstanding balance [removed: of] [added: totaling] approximately [removed: $176.5] [added: $340.6] million, bore interest at [removed: a variable rate equal to LIBOR] [added: Term SOFR] plus [removed: 2.00%] [added: 1.60%] per [removed: annum] [added: annum,] and was scheduled to mature on [removed: April 19, 2022.][added: September 5, 2023.]

On June [removed: 17, 2022, the] [added: 5, 2023, a] joint venture [added: in which we own a 30% interest] repaid the existing construction loan [added: collateralized by its 500 North Capitol Street, NW property] and obtained [removed: a] new mortgage [removed: loan.][added: loans with related parties.]

The [removed: new] mortgage loan has a principal [removed: balance] [added: amount] of [removed: $185.0] [added: $600.0] million, bears interest at a variable rate [removed: equal to] [added: of Daily Compounded] SOFR plus [removed: 1.35%] [added: 2.25%] per annum and matures on [removed: June 17, 2032.][added: October 26, 2028.]

[removed: At closing,] [added: On September 8, 2023,] the joint venture entered into interest rate swap contracts with notional amounts aggregating [removed: $185.0] [added: approximately $154.3] million through [removed: April 10, 2032,] [added: September 2, 2025,] resulting in a fixed [added: interest] rate of approximately [removed: 4.432%] [added: 7.35%] per annum through the expiration of the interest rate swap contracts.

[removed: We] [added: The joint venture partner] contributed approximately [removed: $11.3] [added: $4.8] million [removed: of improvements at closing and will contribute] [added: in] cash [removed: totaling approximately $3.5] [added: and $17.5] million [removed: post-closing] [added: in improvements and prepaid ground rent] for [removed: our 20%] [added: its 45%] ownership interest in the joint venture.

[removed: The construction] [added: Prior to the extension, the] loan [removed: has] [added: had] a [removed: principal] [added: total commitment] amount of [removed: up to $140.0] [added: approximately $252.6] million, [removed: bears] [added: bore] interest at a variable rate equal to [removed: SOFR] [added: LIBOR] plus [removed: 2.00%] [added: 1.25%] per annum and [removed: matures] [added: was scheduled to mature] on [removed: May 13, 2026,] [added: April 26, 2023,] with two, one-year extension options, subject to certain conditions.

At the time of the modification, the loan had an outstanding balance [removed: totaling approximately $198.4 million, a total commitment amount] of [removed: $250.0] [added: approximately $174.3] million, bore interest at [removed: a variable rate equal to LIBOR] [added: Term SOFR] plus [removed: 3.35%] [added: 2.35%] per annum, and was scheduled to mature on [removed: December 18,] [added: September 6,] 2023.

[removed: Dock 72] [added: 7750 Wisconsin Avenue] is a premier workplace with approximately [removed: 669,000] [added: 736,000] net rentable square [removed: feet.][added: feet located in Bethesda, Maryland.]

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

*Acquisition*

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.

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

Approximately 70% of the rentable square footage is subject to a ground lease with 75 years remaining, including renewal periods.

The ground lease provides the right to purchase the land underlying the properties in 2028 with subsequent purchase rights every 15 years (See Note 4 to the Consolidated Financial Statements).

The property is subject to existing mortgage indebtedness of $300.0 million that bears interest at a variable rate equal to the Secured Overnight Financing Rate (“SOFR”) plus 1.38% per annum and matures on July 19, 2025.

Upon acquisition, BPLP assumed interest rate swap contracts with notional amounts aggregating $300.0 million to fix SOFR, the reference rate for the mortgage loan, at a weighted-average fixed interest rate of approximately 2.679% per annum for a period that ends on April 1, 2025.

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 (See Notes 7 and 8 to the Consolidated Financial Statements).

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.

Prior to the acquisition, we had a 55% interest in the joint venture and accounted for it under the equity method of accounting.

The acquisition resulted in our full ownership of the joint venture such that we now account for its assets, liabilities and operations on a consolidated basis in our financial statements (See Note 3 to the Consolidated Financial Statements).

On January 5, 2023, we commenced the development of 290 Binney Street, an approximately 566,000 net rentable square foot laboratory/life sciences project in Cambridge, Massachusetts.

Concurrently with the commencement of this project, the Kendall Center Blue Parking Garage was taken out of service and demolished to support the development of this project.

290 Binney Street is 100% pre-leased to AstraZeneca.

There can be no assurance that we will complete development of the project on the terms and schedule currently contemplated or at all.

On November 13, 2023, we entered into agreements to sell a 45% interest in each of 290 Binney Street and 300 Binney Street to an institutional investor (see below transaction for disclosures concerning 300 Binney Street).

This interest sale of 290 Binney Street is expected to close in 2024.

There can be no assurance that we will complete the interest sale of 290 Binney Street on the terms currently contemplate or at all.

On January 30, 2023, we commenced the redevelopment of 300 Binney Street at Kendall Center in Cambridge, Massachusetts.

BXP and BPLP recognized approximately $11.0 million of depreciation expense during the year ended December 31, 2023 associated with the acceleration of depreciation on the assets being removed from service and demolished as part of the redevelopment of the property.

The project is 100% pre-leased to the Broad Institute.

On November 13, 2023, we entered into agreements to sell a 45% interest in each of 290 Binney Street and 300 Binney Street to an institutional investor (see above transaction for disclosures concerning 290 Binney Street).

Upon entry into each of the agreements, we completed the sale of a 45% interest in 300 Binney Street.

The institutional investor funded approximately $212.9 million in cash at closing for its investment in 300 Binney Street, including future costs to fund completion of the development project.

We will retain a 55% ownership

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

interest in the joint venture and fund all remaining costs of the development (See Note 10 to the Consolidated Financial Statements).

On June 1, 2023, we completed and fully placed in-service View Boston observatory at The Prudential Center, a redevelopment of the top three floors of 800 Boylston Street - The Prudential Center, located in Boston, Massachusetts.

View Boston observatory at The Prudential Center consists of approximately 63,000 net rentable square feet of retail, including food and beverage, and observation space.

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

On October 5, 2023, we partially placed in-service 103 CityPoint, an approximately 113,000 net rentable square feet laboratory/life sciences project located in Waltham, Massachusetts.

*Leases*

On August 1, 2023, a consolidated joint venture in which we have a 55% interest executed an up to 99-year ground lease with the Metropolitan Transportation Authority for an approximately 25,000 square foot site, the 343 Madison Avenue project in New York City.

The 343 Madison Avenue project contemplates the construction of (1) a direct entrance to the Long Island Railroad’s new east side access project (Grand Central Madison) (“Phase 1”) and (2) an approximately 900,000 square foot premier workplace building with ground floor retail (“Phase 2”).

The joint venture has the option until July 31, 2025 to terminate the ground lease prior to construction of the new building and receive reimbursement of up to $117.0 million for the cost of the construction of Phase 1 (See Notes 4 and 10 to the Consolidated Financial Statements).

There can be no assurance that Phase 1 will be completed on the terms currently contemplated or that Phase 2 of the development project will commence on the terms currently contemplated or at all.

*Secured Debt*

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.

On December 7, 2023, BPLP entered into interest rate swap contracts with notional amounts aggregating $600.0 million to fix Daily Compounded SOFR, the reference rate for the mortgage, at a weighted-average fixed interest rate of 3.7925% for the period commencing on December 15, 2023 and ending on October 26, 2028, for an all-in rate of 6.04% per annum (See Notes 7 and 8 to the Consolidated Financial Statements*)*.

*Acquisitions*

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

The acquisition was completed using the proceeds from BPLP’s $730.0 million unsecured term loan (See Note 7 to the Consolidated Financial Statements).

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

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

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

*Dispositions*

For information explaining why BXP and BPLP may report different gains on sales of real estate, see the Explanatory Note that follows the cover page of this Annual Report on Form 10-K.

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 office property.

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 our 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 and are reflected as Other income - assignment fee in our Consolidated Statements of Operations.

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

On June 15, 2022, we completed the sale of our suburban 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 office/flex properties aggregating approximately 733,000 net rentable square feet.

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 of 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 September 15, 2022, we completed the sale of two parcels of land located in Loudoun County, Virginia for an aggregate 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.

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 April 27, 2022, we entered into a 15-year lease agreement with AstraZeneca for approximately 566,000 net rentable square feet at our 290 Binney Street future development project.

290 Binney Street is part of the initial phase of a future life sciences development project located in the heart of Kendall Square in Cambridge, Massachusetts.

The full project is expected to consist of two buildings aggregating approximately 1.1 million rentable square feet of life sciences space and an approximately 400,000 square foot residential building (See Note 16 to the Consolidated Financial Statements).

On May 13, 2022, we commenced the development of Reston Next Office Phase II, a premier workplace project located in Reston, Virginia.

When completed, the building will consist of approximately 90,000 net rentable square feet.

On July 1, 2022, we commenced the redevelopment of 140 Kendrick Street, a premier workplace that consists of three buildings aggregating approximately 388,000 net rentable square feet located in Needham, Massachusetts.

The redevelopment is a repositioning of one building consisting of approximately 90,000 net rentable square feet into a net zero, carbon neutral premier workplace building, as defined by the LEED Zero Carbon Certification.

When completed, the building will consist of approximately 104,000 net rentable square feet.

On September 8, 2022, we terminated our existing lease agreement with our client at 300 Binney Street to facilitate the conversion and expansion of the property.

On September 12, 2022, we commenced the redevelopment of 760 Boylston Street, a retail project at the Prudential Center located in Boston, Massachusetts.

The redevelopment is a modernization of the space consisting of approximately 118,000 net rentable square feet.

On October 19, 2022, we completed and fully placed in-service Reston Next, a premier workplace project consisting of two buildings with an aggregate of approximately 1.1 million net rentable square feet, located in Reston, Virginia.

The redevelopment is a repositioning of the property.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the [removed: 156,405,989] [added: 156,498,046] shares of Common Stock held by non-affiliates of Boston Properties, Inc. was [removed: $13,917,004,905] [added: $9,012,722,469] based upon the last reported sale price of [removed: $88.98] [added: $57.59] per share on the New York Stock Exchange on June 30, [removed: 2022.][added: 2023.]

As of February [removed: 21, 2023,] [added: 20, 2024,] there were [removed: 156,822,702] [added: 157,010,980] shares of Common Stock of Boston Properties, Inc. outstanding.

Certain information contained in Boston Properties Inc.’s Proxy Statement relating to its Annual Meeting of Stockholders to be held May [removed: 23, 2023] [added: 22, 2024] is incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III.

Boston Properties, Inc. intends to file such Proxy Statement with the Securities and Exchange Commission not later than 120 days after the end of its fiscal year ended December 31, [removed: 2022.][added: 2023.]

This report combines the Annual Reports on Form 10-K for the fiscal year ended December 31, [removed: 2022] [added: 2023] of Boston Properties, Inc. and Boston Properties Limited Partnership.

As of December 31, [removed: 2022,] [added: 2023,] BXP owned an approximate [removed: 89.6%] [added: 89.4%] ownership interest in BPLP.

The remaining approximate [removed: 10.4%] [added: 10.6%] interest was owned by limited partners.

The other limited partners of BPLP (1) contributed their direct or indirect interests in properties to BPLP in exchange for common units [removed: or preferred units] of limited partnership interest in BPLP or (2) received long-term incentive plan units of BPLP pursuant to BXP’s Stock Option and Incentive Plans, or both.

This accounting resulted in a step-up of the real estate assets of BXP at the time of such redemptions, resulting in a difference between the net real estate of BXP as compared to BPLP of approximately [removed: $249.9] [added: $242.9] million, or [removed: 1.3%] [added: 1.2%] at December 31, [removed: 2022,] [added: 2023,] and a corresponding difference in depreciation expense, impairment losses and gains on sales of real estate upon the sale of these properties having an allocation of the real estate step-up.

| 1A. | | | [RISK [removed: FACTORS](#i15a0f5aa109e4aa0a08c6f1bb894de32_55)] [added: FACTORS](#i3af583f5add64154a1f3eb3de641e4a1_58)] | | | [removed: [27](#i15a0f5aa109e4aa0a08c6f1bb894de32_55)] [added: [26](#i3af583f5add64154a1f3eb3de641e4a1_58)] | | |

| 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i15a0f5aa109e4aa0a08c6f1bb894de32_58)] [added: COMMENTS](#i3af583f5add64154a1f3eb3de641e4a1_61)] | | | [removed: [48](#i15a0f5aa109e4aa0a08c6f1bb894de32_58)] [added: [46](#i3af583f5add64154a1f3eb3de641e4a1_61)] | | |

| 3. | | | [LEGAL [removed: PROCEEDINGS](#i15a0f5aa109e4aa0a08c6f1bb894de32_67)] [added: PROCEEDINGS](#i3af583f5add64154a1f3eb3de641e4a1_70)] | | | [removed: [54](#i15a0f5aa109e4aa0a08c6f1bb894de32_67)] [added: [54](#i3af583f5add64154a1f3eb3de641e4a1_70)] | | |

| 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i15a0f5aa109e4aa0a08c6f1bb894de32_415)] [added: DISCLOSURES](#i3af583f5add64154a1f3eb3de641e4a1_73)] | | | [removed: [54](#i15a0f5aa109e4aa0a08c6f1bb894de32_415)] [added: [54](#i3af583f5add64154a1f3eb3de641e4a1_73)] | | |

| 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i15a0f5aa109e4aa0a08c6f1bb894de32_73)] [added: SECURITIES](#i3af583f5add64154a1f3eb3de641e4a1_79)] | | | [removed: [55](#i15a0f5aa109e4aa0a08c6f1bb894de32_73)] [added: [55](#i3af583f5add64154a1f3eb3de641e4a1_79)] | | |

| 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i15a0f5aa109e4aa0a08c6f1bb894de32_280)] [added: OPERATIONS](#i3af583f5add64154a1f3eb3de641e4a1_289)] | | | [removed: [58](#i15a0f5aa109e4aa0a08c6f1bb894de32_280)] [added: [58](#i3af583f5add64154a1f3eb3de641e4a1_289)] | | |

| 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i15a0f5aa109e4aa0a08c6f1bb894de32_349)] [added: RISK](#i3af583f5add64154a1f3eb3de641e4a1_358)] | | | [removed: [104](#i15a0f5aa109e4aa0a08c6f1bb894de32_349)] [added: [110](#i3af583f5add64154a1f3eb3de641e4a1_358)] | | |

| 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i15a0f5aa109e4aa0a08c6f1bb894de32_82)] [added: DATA](#i3af583f5add64154a1f3eb3de641e4a1_88)] | | | [removed: [105](#i15a0f5aa109e4aa0a08c6f1bb894de32_82)] [added: [112](#i3af583f5add64154a1f3eb3de641e4a1_88)] | | |

| 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i15a0f5aa109e4aa0a08c6f1bb894de32_355)] [added: DISCLOSURE](#i3af583f5add64154a1f3eb3de641e4a1_364)] | | | [removed: [179](#i15a0f5aa109e4aa0a08c6f1bb894de32_355)] [added: [190](#i3af583f5add64154a1f3eb3de641e4a1_364)] | | |

| 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i15a0f5aa109e4aa0a08c6f1bb894de32_358)] [added: PROCEDURES](#i3af583f5add64154a1f3eb3de641e4a1_367)] | | | [removed: [179](#i15a0f5aa109e4aa0a08c6f1bb894de32_358)] [added: [190](#i3af583f5add64154a1f3eb3de641e4a1_367)] | | |

| 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i15a0f5aa109e4aa0a08c6f1bb894de32_364)] [added: INSPECTIONS](#i3af583f5add64154a1f3eb3de641e4a1_373)] | | | [removed: [179](#i15a0f5aa109e4aa0a08c6f1bb894de32_364)] [added: [191](#i3af583f5add64154a1f3eb3de641e4a1_373)] | | |

| 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i15a0f5aa109e4aa0a08c6f1bb894de32_400)] [added: GOVERNANCE](#i3af583f5add64154a1f3eb3de641e4a1_409)] | | | [removed: [180](#i15a0f5aa109e4aa0a08c6f1bb894de32_400)] [added: [192](#i3af583f5add64154a1f3eb3de641e4a1_409)] | | |

| 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i15a0f5aa109e4aa0a08c6f1bb894de32_406)] [added: MATTERS](#i3af583f5add64154a1f3eb3de641e4a1_415)] | | | [removed: [180](#i15a0f5aa109e4aa0a08c6f1bb894de32_406)] [added: [192](#i3af583f5add64154a1f3eb3de641e4a1_415)] | | |

| 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i15a0f5aa109e4aa0a08c6f1bb894de32_409)] [added: INDEPENDENCE](#i3af583f5add64154a1f3eb3de641e4a1_418)] | | | [removed: [181](#i15a0f5aa109e4aa0a08c6f1bb894de32_409)] [added: [193](#i3af583f5add64154a1f3eb3de641e4a1_418)] | | |

| 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i15a0f5aa109e4aa0a08c6f1bb894de32_412)] [added: SERVICES](#i3af583f5add64154a1f3eb3de641e4a1_421)] | | | [removed: [181](#i15a0f5aa109e4aa0a08c6f1bb894de32_412)] [added: [193](#i3af583f5add64154a1f3eb3de641e4a1_421)] | | |

| 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i15a0f5aa109e4aa0a08c6f1bb894de32_421)] [added: SCHEDULES](#i3af583f5add64154a1f3eb3de641e4a1_427)] | | | [removed: [182](#i15a0f5aa109e4aa0a08c6f1bb894de32_421)] [added: [194](#i3af583f5add64154a1f3eb3de641e4a1_427)] | | |

- [removed: Enhanced market] [added: Market] and economic volatility due to adverse economic and geopolitical conditions, health crises or dislocations in the credit markets could have a material adverse effect on our results of operations, financial condition and ability to pay dividends and/or distributions.

- Our use of joint ventures [removed: and participation in the Strategic Capital Program (“SCP”)] may limit our control over and flexibility with jointly owned investments and other assets we may wish to acquire.

- [removed: Increases] [added: Sustained increases] in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability to re-finance existing debt or sell assets on favorable terms or at all.

- We face risks associated with security [removed: breaches] [added: 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.

You should refer to the explanation of the qualifications and limitations on forward-looking statements beginning on page [removed: [58](#i15a0f5aa109e4aa0a08c6f1bb894de32_280).][added: [58](#i3af583f5add64154a1f3eb3de641e4a1_289).]

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

- Note 13.

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

| [PART I](#i3af583f5add64154a1f3eb3de641e4a1_13) | | | | | | [3](#i3af583f5add64154a1f3eb3de641e4a1_13) | | |

| 1. | | | [BUSINESS](#i3af583f5add64154a1f3eb3de641e4a1_31) | | | [3](#i3af583f5add64154a1f3eb3de641e4a1_31) | | |

| 1C. | | | [CYBERSECURITY](#i3af583f5add64154a1f3eb3de641e4a1_3654) | | | [46](#i3af583f5add64154a1f3eb3de641e4a1_3654) | | |

| 2. | | | [PROPERTIES](#i3af583f5add64154a1f3eb3de641e4a1_64) | | | [48](#i3af583f5add64154a1f3eb3de641e4a1_64) | | |

| [PART II](#i3af583f5add64154a1f3eb3de641e4a1_76) | | | | | | [55](#i3af583f5add64154a1f3eb3de641e4a1_76) | | |

| 6. | | | [RESERVED](#i3af583f5add64154a1f3eb3de641e4a1_82) | | | [57](#i3af583f5add64154a1f3eb3de641e4a1_82) | | |

| 9B. | | | [OTHER INFORMATION](#i3af583f5add64154a1f3eb3de641e4a1_370) | | | [191](#i3af583f5add64154a1f3eb3de641e4a1_370) | | |

| [PART III](#i3af583f5add64154a1f3eb3de641e4a1_406) | | | | | | [192](#i3af583f5add64154a1f3eb3de641e4a1_406) | | |

| 11. | | | [EXECUTIVE COMPENSATION](#i3af583f5add64154a1f3eb3de641e4a1_412) | | | [192](#i3af583f5add64154a1f3eb3de641e4a1_412) | | |

| [PART IV](#i3af583f5add64154a1f3eb3de641e4a1_424) | | | | | | [194](#i3af583f5add64154a1f3eb3de641e4a1_424) | | |

| 16. | | | [FORM 10-K SUMMARY](#i3af583f5add64154a1f3eb3de641e4a1_445) | | | [208](#i3af583f5add64154a1f3eb3de641e4a1_445) | | |

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

- We face potential adverse effects from major clients’ bankruptcies or insolvencies.

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

- Note 10.

| [PART I](#i15a0f5aa109e4aa0a08c6f1bb894de32_91) | | | | | | [3](#i15a0f5aa109e4aa0a08c6f1bb894de32_91) | | |

| 1. | | | [BUSINESS](#i15a0f5aa109e4aa0a08c6f1bb894de32_28) | | | [3](#i15a0f5aa109e4aa0a08c6f1bb894de32_28) | | |

| 2. | | | [PROPERTIES](#i15a0f5aa109e4aa0a08c6f1bb894de32_61) | | | [48](#i15a0f5aa109e4aa0a08c6f1bb894de32_61) | | |

| [PART II](#i15a0f5aa109e4aa0a08c6f1bb894de32_70) | | | | | | [55](#i15a0f5aa109e4aa0a08c6f1bb894de32_70) | | |

| 6. | | | [RESERVED](#i15a0f5aa109e4aa0a08c6f1bb894de32_76) | | | [57](#i15a0f5aa109e4aa0a08c6f1bb894de32_76) | | |

| 9B. | | | [OTHER INFORMATION](#i15a0f5aa109e4aa0a08c6f1bb894de32_361) | | | [179](#i15a0f5aa109e4aa0a08c6f1bb894de32_361) | | |

| [PART III](#i15a0f5aa109e4aa0a08c6f1bb894de32_397) | | | | | | [180](#i15a0f5aa109e4aa0a08c6f1bb894de32_397) | | |

| 11. | | | [EXECUTIVE COMPENSATION](#i15a0f5aa109e4aa0a08c6f1bb894de32_403) | | | [180](#i15a0f5aa109e4aa0a08c6f1bb894de32_403) | | |

| [PART IV](#i15a0f5aa109e4aa0a08c6f1bb894de32_418) | | | | | | [182](#i15a0f5aa109e4aa0a08c6f1bb894de32_418) | | |

| 16. | | | [FORM 10-K SUMMARY](#i15a0f5aa109e4aa0a08c6f1bb894de32_439) | | | [196](#i15a0f5aa109e4aa0a08c6f1bb894de32_439) | | |

- The outbreak of highly infectious or contagious diseases, such as COVID-19, could adversely impact or cause disruption to our financial condition, results of operations, cash flows and liquidity and those of our clients.

- Changes in accounting pronouncements could adversely affect our operating results, in addition to the reported financial performance of our clients.

Our information technology (“IT”) networks and related systems are essential to the efficient operation of our business and our ability to perform day-to-day operations (including managing our building systems and accounting for our business operations).

In some cases, our clients’ operations depend on our building systems.

The risk of a security breach, incident, compromise or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased.

Like other businesses, we have been, and expect to continue to be, subject to attempts at unauthorized access of our network, mishandling or misuse, computer viruses or malware, cyber-attacks and intrusions and other events of varying degrees.

To date, these events have not, individually or in the aggregate, materially affected our operations or business.

In addition, we are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, that have materially affected or are reasonably likely to materially affect our Company, including our business strategy, results of operations, or financial condition.

See *Item 1A.

“Risk Factors”* for additional discussion of the cybersecurity risks related to our Company.

*Cybersecurity Risk Management & Strategy*

We have implemented and maintain a cybersecurity program that is designed to identify, assess and manage risks from cybersecurity threats and was established by reference to the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework.

The primary goal of our cybersecurity program is to prevent cybersecurity incidents to the extent feasible, while simultaneously increasing our system resilience in an effort to minimize the business impact should an incident occur.

We aim to take an active approach to monitoring and evaluating our cybersecurity threat environment and risk profile as part of our cybersecurity program, which is administered by our information systems (“IS”) department, led by our Senior Vice President, Chief Technology Officer (“CTO”) and Senior Vice President, Chief Information Officer (“CIO,” together with our CTO, “IS Leaders”).

Our IS Leaders are primarily responsible for the direction and implementation of technology, applications and security at BXP.

Our CTO has extensive technology and program management experience with approximately 40 years of technology experience, 26 years of which have been with BXP and a total of 30 years with publicly-traded REITs.

In January 2024, our IS leadership expanded to include our CIO, who has 30 years of technology experience developed across multiple industries, including commercial real estate, in guiding organizations through strategic initiatives that span technology, cybersecurity, and digital transformations.

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We maintain written information security policies and procedures, including a Cybersecurity Incident Response Plan (“CIRP”) for incidents involving potential or actual compromises of information security.

Our CIRP is overseen by the cyber executive response team, which is chaired by our Vice President, Risk Management and includes representatives from our IS and legal departments.

In the event of a cybersecurity incident, we have implemented procedures to (i) mobilize third-party subject matter experts and (ii) notify executive leadership and the Audit Committee and/or the full Board of Directors, in each case, as appropriate.

As part of our overall cybersecurity program, we also conduct:

- Regular assessments of our cybersecurity program.

We assess our cybersecurity program against the NIST Cybersecurity Framework through annual internal assessments, and, every two years, we engage a third-party consultant to conduct an additive cyber assessment.

These assessments review, among other things, our IT security measures and activities for alignment with the NIST Cybersecurity Framework.

- Periodic penetration testing & vulnerability assessments.

On an annual basis, we engage a third-party consultant to conduct two penetration tests per year.

We also conduct vulnerability assessments on a monthly basis.

- Regular cybersecurity awareness trainings & simulations.

We conduct cybersecurity awareness training for employees and primary on-site providers during onboarding, and thereafter, multiple times per year, and we conduct regular phishing simulations in an effort to raise awareness of spoofed or manipulated electronic communications and other security threats, as well as annual tabletop simulations.

In addition, our internal audit function integrates the assessment and identification of cybersecurity-related risks into our annual overall enterprise risk assessment (“ERA”).

The ERA process is designed to assess and identify the key risks that management believes could adversely impact our business operations or impede the achievement of our business objectives, which includes an assessment of our cybersecurity program and the cybersecurity-related risks that we face.

To the extent the ERA identifies a heightened cybersecurity-related risk(s), we have implemented a process for the risk(s) to be presented to the Audit Committee and the full Board of Directors, as appropriate.

We utilize certain third-party service providers to perform select functions.

These third-party service providers also face cybersecurity threats, and a cybersecurity incident impacting any of our third-party service providers could also indirectly affect our operations, performance and results of operations.

We have a data security committee, consisting of members from various BXP departments, including IS, legal and risk management, that meets periodically to assess, identify and manage cybersecurity risks related to certain third-party service providers and to protect our critical financial and sensitive business information, as well as personally identifiable information (collectively, “Sensitive Information”).

The data security committee has implemented processes for evaluating the risk profile of those service providers that handle or have access to Sensitive Information, which informs applicable contractual obligations with these service providers.

This evaluation, which occurs prior to onboarding, is designed to consider the nature of the services to be provided, the level of sensitivity and quantity of the information that the service provider handles or has access to, and the identity of the service provider.

*Cybersecurity Governance*

Our Board of Directors is primarily responsible for risk oversight and discharges its responsibility directly or indirectly through its committees.

In general, our risk management is designed to be facilitated through a top-down and bottom-up communication structure whereby the Board and/or its committees provide oversight and direction, and management is charged with the day-to-day management of risks, regular assessment of the risk environment and regular reporting to the Board, which may include management reports and reports from outside advisors and consultants engaged by the Board, a specific committee or management, as appropriate.

This overall risk management and oversight framework includes risks related to cybersecurity threats.

At December 31, [removed: 2022,] [added: 2023,] we owned or had joint venture interests in [removed: 194] [added: 188] commercial real estate properties, aggregating approximately [removed: 54.1] [added: 53.3] million net rentable square feet of primarily premier workplaces, including [removed: 13] [added: 10] properties under construction/redevelopment totaling approximately [removed: 3.2] [added: 2.7] million net rentable square feet.

Our properties consisted of (1) [removed: 173] [added: 167] office and life sciences properties (including [removed: 10] [added: seven] properties under construction/redevelopment), (2) 14 retail properties (including two properties under construction/redevelopment), (3) six residential properties (including one property under construction) and (4) one hotel.

The table set forth below shows information relating to the properties we owned, or in which we had an ownership interest, at December 31, [removed: 2022,] [added: 2023,] and it includes properties held by both consolidated and unconsolidated joint ventures.

| Properties | | | | | | Location | | | | | | % [removed: Leased] [added: Occupied] as of December 31, [removed: 2022] [added: 2023] (1) | | | | | | | | | | | | Number of Buildings | | | | | | Net Rentable Square Feet | | | | | | | | |

| 767 Fifth Avenue (The GM Building) (60% ownership) | | | | | | New York, NY | | | | | | [removed: 86.6] [added: 91.6] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,965,003] [added: 1,966,490] | | | | | | | | |

| 200 Clarendon Street | | | | | | Boston, MA | | | | | | [removed: 95.0] [added: 96.8] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,769,077] [added: 1,734,949] | | | | | | | | |

| 601 Lexington Avenue (55% ownership) | | | | | | New York, NY | | | | | | [removed: 98.9] [added: 95.9] | | % | | | | | | | | | | 1 | | | | | | 1,670,790 | | | | | | | | |

| 399 Park Avenue | | | | | | New York, NY | | | | | | [removed: 99.2] [added: 98.4] | | % | | | | | | | | | | 1 | | | | | | 1,577,544 | | | | | | | | |

| Salesforce Tower | | | | | | San Francisco, CA | | | | | | [removed: 100.0] [added: 99.0] | | % | | | | | | | | | | 1 | | | | | | 1,420,682 | | | | | | | | |

| 100 Federal Street (55% ownership) | | | | | | Boston, MA | | | | | | [removed: 89.8] [added: 90.6] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,238,821] [added: 1,233,537] | | | | | | | | |

| Times Square Tower (55% ownership) | | | | | | New York, NY | | | | | | [removed: 84.8] [added: 95.6] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,225,472] [added: 1,238,461] | | | | | | | | |

| 800 Boylston Street - The Prudential Center | | | | | | Boston, MA | | | | | | [removed: 91.7] [added: 91.2] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,197,798] [added: 1,275,253] | | | | | | | | |

| Colorado Center (50% ownership) (2) | | | | | | Santa Monica, CA | | | | | | [removed: 89.5] [added: 87.8] | | % | | | | | | | | | | 6 | | | | | | 1,131,511 | | | | | | | | |

| 599 Lexington Avenue | | | | | | New York, NY | | | | | | [removed: 85.4] [added: 92.4] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,106,351] [added: 1,106,313] | | | | | | | | |

| Reston Next | | | | | | Reston, VA | | | | | | [removed: 69.4] [added: 88.4] | | % | | | | | | | | | | 2 | | | | | | [removed: 1,063,236] [added: 1,063,296] | | | | | | | | |

| Bay Colony Corporate Center | | | | | | Waltham, MA | | | | | | [removed: 62.8] [added: 53.6] | | % | | | | | | | | | | 4 | | | | | | [removed: 989,548] [added: 1,001,068] | | | | | | | | |

| 250 West 55th Street | | | | | | New York, NY | | | | | | [removed: 99.4] [added: 100.0] | | % | | | | | | | | | | 1 | | | | | | [removed: 966,979] [added: 966,976] | | | | | | | | |

| Embarcadero Center Four | | | | | | San Francisco, CA | | | | | | [removed: 93.7] [added: 93.9] | | % | | | | | | | | | | 1 | | | | | | [removed: 941,205] [added: 942,084] | | | | | | | | |

| 111 Huntington Avenue - The Prudential Center | | | | | | Boston, MA | | | | | | [removed: 95.2] [added: 100.0] | | % | | | | | | | | | | 1 | | | | | | 860,446 | | | | | | | | |

| 200 Fifth Avenue (26.69% ownership) (2) | | | | | | New York, NY | | | | | | 92.5 | | % | | | | | | | | | | 1 | | | | | | [removed: 854,737] [added: 855,059] | | | | | | | | |

| Embarcadero Center One | | | | | | San Francisco, CA | | | | | | [removed: 68.4] [added: 72.8] | | % | | | | | | | | | | 1 | | | | | | [removed: 837,309] [added: 837,386] | | | | | | | | |

| Embarcadero Center Two | | | | | | San Francisco, CA | | | | | | [removed: 86.3] [added: 84.5] | | % | | | | | | | | | | 1 | | | | | | [removed: 802,472] [added: 801,840] | | | | | | | | |

| Atlantic Wharf Office (55% ownership) | | | | | | Boston, MA | | | | | | 99.8 | | % | | | | | | | | | | 1 | | | | | | [removed: 793,769] [added: 790,165] | | | | | | | | |

| Gateway Commons (50% Ownership) (2) | | | | | | South San Francisco, CA | | | | | | [removed: 89.7] [added: 79.7] | | % | | | | | | | | | | 5 | | | | | | [removed: 787,846] [added: 788,148] | | | | | | | | |

| Embarcadero Center Three | | | | | | San Francisco, CA | | | | | | [removed: 82.5] [added: 77.1] | | % | | | | | | | | | | 1 | | | | | | [removed: 787,377] [added: 787,642] | | | | | | | | |

| Safeco Plaza (33.67% ownership) (2) | | | | | | Seattle, WA | | | | | | [removed: 83.6] [added: 85.3] | | % | | | | | | | | | | 1 | | | | | | [removed: 778,116] [added: 779,776] | | | | | | | | |

| Madison Centre | | | | | | Seattle, WA | | | | | | [removed: 93.1] [added: 78.2] | | % | | | | | | | | | | 1 | | | | | | 754,988 | | | | | | | | |

| Dock 72 (50% ownership) (2) | | | | | | Brooklyn, NY | | | | | | [removed: 25.5] [added: 42.4] | | % | | | | | | | | | | 1 | | | | | | [removed: 668,625] [added: 668,521] | | | | | | | | |

| 100 Causeway Street (50% ownership) (2) | | | | | | Boston, MA | | | | | | [removed: 94.6] [added: 94.5] | | % | | | | | | | | | | 1 | | | | | | [removed: 633,819] [added: 634,535] | | | | | | | | |

| South of Market | | | | | | Reston, VA | | | | | | [removed: 99.6] [added: 98.7] | | % | | | | | | | | | | 3 | | | | | | 623,250 | | | | | | | | |

| 901 New York Avenue (25% ownership) (2) [added: (3)] | | | | | | Washington, DC | | | | | | [removed: 83.1] [added: 83.2] | | % | | | | | | | | | | 1 | | | | | | [removed: 544,256] [added: 548,425] | | | | | | | | |

| Mountain View Research Park | | | | | | Mountain View, CA | | | | | | [removed: 79.2] [added: 60.7] | | % | | | | | | | | | | 15 | | | | | | 542,264 | | | | | | | | |

| Reservoir Place | | | | | | Waltham, MA | | | | | | [removed: 58.0] [added: 43.8] | | % | | | | | | | | | | 1 | | | | | | 527,029 | | | | | | | | |

| Fountain Square | | | | | | Reston, VA | | | | | | [removed: 89.7] [added: 87.0] | | % | | | | | | | | | | 2 | | | | | | [removed: 524,785] [added: 524,638] | | | | | | | | |

| 101 Huntington Avenue - The Prudential Center | | | | | | Boston, MA | | | | | | [removed: 99.2] [added: 98.7] | | % | | | | | | | | | | 1 | | | | | | 506,476 | | | | | | | | |

| 2200 Pennsylvania Avenue | | | | | | Washington, DC | | | | | | [removed: 93.6] [added: 94.9] | | % | | | | | | | | | | 1 | | | | | | [removed: 459,745] [added: 459,811] | | | | | | | | |

| One Freedom Square | | | | | | Reston, VA | | | | | | [removed: 85.0] [added: 82.8] | | % | | | | | | | | | | 1 | | | | | | 427,956 | | | | | | | | |

| Market Square North (50% ownership) (2) | | | | | | Washington, DC | | | | | | [removed: 75.3] [added: 77.0] | | % | | | | | | | | | | 1 | | | | | | [removed: 418,539] [added: 418,549] | | | | | | | | |

| 325 Main Street | | | | | | Cambridge, MA | | | | | | [removed: 91.6] [added: 91.4] | | % | | | | | | | | | | 1 | | | | | | [removed: 414,008] [added: 414,565] | | | | | | | | |

| The Hub on Causeway - Podium (50% ownership) (2) | | | | | | Boston, MA | | | | | | [removed: 75.3] [added: 93.8] | | % | | | | | | | | | | 1 | | | | | | [removed: 382,497] [added: 382,988] | | | | | | | | |

| Santa Monica Business Park | | | | | | Santa Monica, CA | | | | | | 83.8 | | % | | | | | | | | | | 14 | | | | | | 1,108,201 | | | | | | | | |

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| Properties | | | | | | Location | | | | | | % Occupied as of December 31, 2023 (1) | | | | | | | | | | | | Number of Buildings | | | | | | Net Rentable Square Feet | | | | | | | | |

| Sumner Square | | | | | | Washington, DC | | | | | | 90.7 | | % | | | | | | | | | | 1 | | | | | | 219,412 | | | | | | | | |

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| Properties | | | | | | Location | | | | | | % Occupied as of December 31, 2023 (1) | | | | | | | | | | | | Number of Buildings | | | | | | Net Rentable Square Feet | | | | | | | | |

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| Properties | | | | | | Location | | | | | | % Occupied as of December 31, 2023 (1) | | | | | | | | | | | | Number of Buildings | | | | | | Net Rentable Square Feet | | | | | | | | |

| Subtotal for In-Service Properties | | | | | | | | | | | | 88.4 | | % | | | | | | | | | | 178 | | | | | | 50,638,789 | | | | | | | | |

| 300 Binney Street (redevelopment) (55% ownership) | | | | | | Cambridge, MA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 236,000 | | | | | | | | |

| 290 Binney Street | | | | | | Cambridge, MA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 566,000 | | | | | | | | |

| Total Portfolio | | | | | | | | | | | | | | | | | | | | | | | | 188 | | | | | | 53,317,789 | | | | | | | | |

(3)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 in 901 New York

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Avenue transferred all of its ownership interest in the joint venture to us for a gross purchase price of $10.0 million (See Note 17 to the Consolidated Financial Statements).

(4)On July 20, 2023, we completed and fully placed in-service 140 Kendrick Street - Building A, a redevelopment project with approximately 104,000 net rentable square feet in Needham, Massachusetts.

Shady Grove Innovation District consists of 15825 Shady Grove Road.

2092 Gaither Road and 2098 Gaither Road were removed from in-service portfolio during 2023 and aggregated approximately 103,375 square feet.

This amount is not included in the calculation of the Total Portfolio occupancy rate for In-Service Properties as of December 31, 2023.

This amount is not included in the calculation of the Total Portfolio occupancy rate for In-Service Properties as of December 31, 2023.

(13)On December 14, 2023, we acquired an additional 29% ownership interest in the property, which has increased our total ownership to approximately 71% (See Note 6 to the Consolidated Financial Statements).

(15)The property was 46% placed in-service as of December 31, 2023.

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| 1. | | | | | | salesforce.com | | | | | | 891,231 | | | | | | 2.10 | | % |

| 4. | | | | | | Fannie Mae | | | | | | 710,121 | | | | | | 1.68 | | % |

| 6. | | | | | | Snap | | | | | | 607,287 | | | | | | 1.43 | | % |

| 7. | | | | | | Microsoft | | | | | | 599,200 | | | | | | 1.41 | | % |

| 9. | | | | | | Kirkland & Ellis | | | | | | 428,187 | | | | | | 1.01 | | % |

| 10. | | | | | | Wellington Management | | | | | | 401,665 | | | | | | 0.95 | | % |

| 15. | | | | | | WeWork | | | | | | 367,338 | | | | | | 0.87 | | % |

| 18. | | | | | | Bank of America | | | | | | 330,350 | | | | | | 0.78 | | % |

| 20. | | | | | | Bain Capital | | | | | | 315,833 | | | | | | 0.75 | | % |

| Retail | | | 5.8% | | |

| Manufacturing | | | 4.6% | | |

__________________

(1)Amounts are calculated based on our consolidated portfolio square feet, plus our share of the square feet from the unconsolidated joint ventures properties (calculated based on our ownership percentage), minus our partners’ share of square feet from our consolidated joint venture properties (calculated based upon the partners’ percentage ownership interests).

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

| 2023 (5) | | | | | | 160,589 | | | | | | $9,802,660 | | | | | | $61.04 | | | | | | $9,802,660 | | | | | | $61.04 | | | | | | 0.33 | | % |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Santa Monica Business Park (55% ownership) (2) | | | | | | Santa Monica, CA | | | | | | 87.1 | | % | | | | | | | | | | 14 | | | | | | 1,106,399 | | | | | | | | |

| Metropolitan Square (20% ownership) (2) | | | | | | Washington, DC | | | | | | 85.7 | | % | | | | | | | | | | 1 | | | | | | 657,580 | | | | | | | | |

| Sumner Square | | | | | | Washington, DC | | | | | | 98.1 | | % | | | | | | | | | | 1 | | | | | | 209,556 | | | | | | | | |

| 300 Binney Street (4) | | | | | | Cambridge, MA | | | | | | 64.2 | | % | | | | | | | | | | 1 | | | | | | 195,191 | | | | | | | | |

| Lexington Office Park (5) | | | | | | Lexington, MA | | | | | | 43.0 | | % | | | | | | | | | | 2 | | | | | | 166,779 | | | | | | | | |

| Subtotal for In-Service Properties | | | | | | | | | | | | 88.6 | | % | | | | | | | | | | 181 | | | | | | 50,847,832 | | | | | | | | |

| 140 Kendrick Street - Building A | | | | | | Needham, MA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 104,000 | | | | | | | | |

| Platform16 Building A (55% ownership) (2) | | | | | | San Jose, CA | | | | | | — | | % | | | | | | | | | | 1 | | | | | | 389,500 | | | | | | | | |

| 105 Carnegie Center | | | | | | Princeton, NJ | | | | | | — | | % | | | | | | | | | | 1 | | | | | | 73,000 | | | | | | | | |

| View Boston Observatory at The Prudential Center (Redevelopment) | | | | | | Boston, MA | | | | | | N/A | | | | | | | | | | | | — | | | | | | 59,000 | | | | | | | | |

| Total Portfolio | | | | | | | | | | | | | | | | | | | | | | | | 194 | | | | | | 54,061,332 | | | | | | | | |

(4)This property is held for redevelopment (see Note 16 to the Consolidated Financial Statements).

(6)Excludes 2096 Gaither Road, which was taken out of service following the expiration of the last leases on November 30, 2022.

2096 Gaither Road consisted of approximately 50,000 net rentable square feet of office space.

| 1. | | | | | | salesforce.com | | | | | | 905,742 | | | | | | 2.18 | | % |

| 4. | | | | | | Fannie Mae | | | | | | 706,196 | | | | | | 1.70 | | % |

| 5. | | | | | | Microsoft | | | | | | 676,013 | | | | | | 1.63 | | % |

| 8. | | | | | | WeWork | | | | | | 499,584 | | | | | | 1.20 | | % |

| 9. | | | | | | Kirkland & Ellis | | | | | | 409,828 | | | | | | 0.99 | | % |

| 16. | | | | | | Snap | | | | | | 334,008 | | | | | | 0.81 | | % |

| 17. | | | | | | Wellington Management | | | | | | 329,284 | | | | | | 0.79 | | % |

| 18. | | | | | | Bank of America | | | | | | 327,965 | | | | | | 0.79 | | % |

| 20. | | | | | | Mass Financial Services | | | | | | 313,584 | | | | | | 0.76 | | % |

| Retail | | | 5.5% | | |

| Manufacturing | | | 4.2% | | |

| Other | | | 2.7% | | |

| 2022 (5) | | | | | | 142,247 | | | | | | $8,743,332 | | | | | | $61.47 | | | | | | $8,743,332 | | | | | | $61.47 | | | | | | 0.29 | | % |

| 2023 | | | | | | 2,365,271 | | | | | | 152,468,240 | | | | | | 64.46 | | | | | | 154,165,416 | | | | | | 65.18 | | | | | | 4.81 | | % |

| 2024 | | | | | | 3,484,836 | | | | | | 226,746,710 | | | | | | 65.07 | | | | | | 229,909,224 | | | | | | 65.97 | | | | | | 7.09 | | % |

| 2025 | | | | | | 3,153,702 | | | | | | 223,623,625 | | | | | | 70.91 | | | | | | 229,978,559 | | | | | | 72.92 | | | | | | 6.42 | | % |

| 2026 | | | | | | 3,426,819 | | | | | | 282,354,792 | | | | | | 82.40 | | | | | | 300,195,296 | | | | | | 87.60 | | | | | | 6.97 | | % |

| 2027 | | | | | | 2,536,189 | | | | | | 189,932,694 | | | | | | 74.89 | | | | | | 206,165,952 | | | | | | 81.29 | | | | | | 5.16 | | % |

| 2028 | | | | | | 3,613,441 | | | | | | 284,362,730 | | | | | | 78.70 | | | | | | 313,274,083 | | | | | | 86.70 | | | | | | 7.35 | | % |

| 2029 | | | | | | 3,277,617 | | | | | | 244,843,567 | | | | | | 74.70 | | | | | | 280,496,001 | | | | | | 85.58 | | | | | | 6.67 | | % |

| 2030 | | | | | | 2,942,040 | | | | | | 221,302,292 | | | | | | 75.22 | | | | | | 244,517,304 | | | | | | 83.11 | | | | | | 5.99 | | % |

| 2031 | | | | | | 2,050,808 | | | | | | 162,883,453 | | | | | | 79.42 | | | | | | 183,351,730 | | | | | | 89.40 | | | | | | 4.17 | | % |

| Thereafter | | | | | | 16,199,507 | | | | | | 1,311,792,619 | | | | | | 80.98 | | | | | | 1,606,093,642 | | | | | | 99.14 | | | | | | 32.96 | | % |

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

The common stock of Boston Properties, Inc. is listed on the New York Stock Exchange under the symbol “BXP.” At February [removed: 21, 2023,] [added: 20, 2024,] BXP had approximately [removed: 1,055] [added: 1,047] stockholders of record.

On February [removed: 21, 2023,] [added: 20, 2024,] there were approximately [removed: 329] [added: 332] holders of record and [removed: 175,485,410] [added: 176,206,655] common units outstanding, [removed: 156,822,702] [added: 157,010,980] of which were held by BXP.

[removed: In order to enable BXP to] [added: To] maintain its qualification as a REIT, [removed: it] [added: BXP] must make annual distributions to its stockholders of at least 90% of its taxable income (not including net capital gains and with certain other adjustments).

The following graph provides a comparison of cumulative total stockholder return for the period from December 31, [removed: 2017] [added: 2018] through December 31, [removed: 2022,] [added: 2023,] among BXP, Standard & Poor’s (“S&P”) 500 Index, FTSE Nareit Equity REIT Total Return Index (the “Equity REIT Index”) and the FTSE Nareit Office REIT Index (the “Office REIT Index”).

[removed: ][added: ]

| | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| Period | | | | | | (a) Total Number of Shares of Common Stock Purchased | | | | | | (b) Average Price Paid per Common Share | | | | | | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be [removed: Purchased] [added: Purchased under the Plans or Programs] | | |

| Total | | | | | | [removed: 845] [added: 939] | | | | | | $ | 0.01 | | | | | N/A | | | | | | N/A | | |

(1)Includes [removed: 845] [added: 939] shares of restricted common stock of BXP repurchased in connection with the termination of [removed: an employee’s] [added: certain employees’] employment with BXP.

Under the terms of the applicable restricted stock award agreements, the shares were repurchased by BXP at a price of $0.01 per share, which was the amount originally paid by such [removed: employee] [added: employees] for such shares.

[removed: (1)Includes 845] [added: (2)Represents] common units previously held by BXP that were redeemed in connection with the repurchase of shares of restricted common stock of BXP in connection with the termination of [removed: an employee’s employment with BXP and 948 LTIP units, 229 2021 MYLTIP Units and 174 2022 MYLTIP Units that were repurchased by BPLP in connection with the termination of] certain employees’ employment with BXP.

Under the terms of the applicable [removed: restricted stock award agreements,] LTIP unit vesting agreements, [removed: 2021 MYLTIP award agreement and 2022 MYLTIP award agreement, the shares were repurchased at a price of $0.01 per share and the] [added: such] LTIP [removed: units, 2021 MYLTIP] units [removed: and 2022 MYLTIP units] were repurchased at a price of $0.25 per unit, which were the amounts originally paid by such [removed: employee] [added: employees] for such [removed: shares and] units.

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

| Boston Properties, Inc. | | | | | | $ | 100.00 | | | | | $ | 126.08 | | | | | $ | 90.33 | | | | | $ | 114.01 | | | | | $ | 70.02 | | | | | $ | 77.60 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 131.49 | | | | | $ | 155.68 | | | | | $ | 200.37 | | | | | $ | 164.08 | | | | | $ | 207.21 | |

| Equity REIT Index | | | | | | $ | 100.00 | | | | | $ | 126.00 | | | | | $ | 115.92 | | | | | $ | 166.04 | | | | | $ | 125.58 | | | | | $ | 142.83 | |

| Office REIT Index | | | | | | $ | 100.00 | | | | | $ | 131.42 | | | | | $ | 107.19 | | | | | $ | 130.77 | | | | | $ | 81.58 | | | | | $ | 83.23 | |

(a) During the three months ended December 31, 2023, BXP issued an aggregate of 2,277 shares of common stock in exchange for 2,277 common units of limited partnership held by certain limited partners of BPLP.

Of these shares, 1,000 shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

We relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partner who received the common shares.

| October 1, 2023 – October 31, 2023 | | | | | | — | | | | | | $ | — | | | | | N/A | | | | | | N/A | | |

| November 1, 2023 – November 30, 2023 | | | | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| December 1, 2023 – December 31, 2023 | | | | | | 939 | | | (1) | | | 0.01 | | | | | | N/A | | | | | | N/A | | |

(a) Each time BXP issues shares of common stock (other than in exchange for common units when such common units are presented for redemption), it contributes the proceeds of such issuance to BPLP in return for an equivalent number of partnership units with rights and preferences analogous to the shares issued.

During the three months ended December 31, 2023, in connection with issuances of common stock by BXP pursuant to the Boston Properties, Inc. 2021 Stock Incentive Plan, BPLP issued an aggregate of 348 common units to BXP in exchange for approximately $3.48, the aggregate proceeds of such common stock issuances to BXP.

Such units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

| October 1, 2023 – October 31, 2023 | | | | | | — | | | | | | $ | — | | | | | N/A | | | | | | N/A | | |

| November 1, 2023 – November 30, 2023 | | | | | | 5,914 | | | (1) | | | 0.25 | | | | | | N/A | | | | | | N/A | | |

| December 1, 2023 – December 31, 2023 | | | | | | 939 | | | (2) | | | 0.01 | | | | | | N/A | | | | | | N/A | | |

| Total | | | | | | 6,853 | | | | | | $ | 0.22 | | | | | N/A | | | | | | N/A | | |

(1)Represents LTIP units that were repurchased by BPLP in connection with the termination of a certain employee’s employment with BXP.

Under the terms of the applicable restricted stock award agreements, such shares were repurchased at a price of $0.01 per share, which were the amounts originally paid by such employees for such shares.

| Boston Properties, Inc. | | | | | | $ | 100.00 | | | | | $ | 89.12 | | | | | $ | 112.36 | | | | | $ | 80.50 | | | | | $ | 101.60 | | | | | $ | 62.40 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 95.62 | | | | | $ | 125.72 | | | | | $ | 148.85 | | | | | $ | 191.58 | | | | | $ | 156.88 | |

| Equity REIT Index | | | | | | $ | 100.00 | | | | | $ | 95.38 | | | | | $ | 120.17 | | | | | $ | 110.56 | | | | | $ | 158.36 | | | | | $ | 119.78 | |

| Office REIT Index | | | | | | $ | 100.00 | | | | | $ | 85.50 | | | | | $ | 112.36 | | | | | $ | 91.65 | | | | | $ | 111.81 | | | | | $ | 69.75 | |

(a) None.

| October 1, 2022 – October 31, 2022 | | | | | | — | | | | | | $ | — | | | | | N/A | | | | | | N/A | | |

| November 1, 2022 – November 30, 2022 | | | | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| December 1, 2022 – December 31, 2022 | | | | | | 845 | | | (1) | | | 0.01 | | | | | | N/A | | | | | | N/A | | |

| December 1, 2022 – December 31, 2022 | | | | | | 2,196 | | | (1) | | | 0.16 | | | | | | N/A | | | | | | N/A | | |

| Total | | | | | | 2,196 | | | | | | $ | 0.16 | | | | | N/A | | | | | | N/A | | |

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

| | | | [Management’s Report on Internal Control over Financial [removed: Reporting](#i15a0f5aa109e4aa0a08c6f1bb894de32_85)] [added: Reporting](#i3af583f5add64154a1f3eb3de641e4a1_91)] | | | [removed: [106](#i15a0f5aa109e4aa0a08c6f1bb894de32_85)] [added: [113](#i3af583f5add64154a1f3eb3de641e4a1_91)] | | |

| | | | [Report of Independent Registered Public Accounting Firm [removed: (PCAOB](#i15a0f5aa109e4aa0a08c6f1bb894de32_88) [](#i15a0f5aa109e4aa0a08c6f1bb894de32_88)[ID](#i15a0f5aa109e4aa0a08c6f1bb894de32_88) 238[)](#i15a0f5aa109e4aa0a08c6f1bb894de32_88)] [added: (PCAOB](#i3af583f5add64154a1f3eb3de641e4a1_94) [](#i3af583f5add64154a1f3eb3de641e4a1_94)[ID](#i3af583f5add64154a1f3eb3de641e4a1_94) 238[)](#i3af583f5add64154a1f3eb3de641e4a1_94)] | | | [removed: [107](#i15a0f5aa109e4aa0a08c6f1bb894de32_88)] [added: [114](#i3af583f5add64154a1f3eb3de641e4a1_94)] | | |

| | | | [Consolidated Statements of Operations for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i15a0f5aa109e4aa0a08c6f1bb894de32_106)] [added: 2021](#i3af583f5add64154a1f3eb3de641e4a1_115)] | | | [removed: [112](#i15a0f5aa109e4aa0a08c6f1bb894de32_106)] [added: [119](#i3af583f5add64154a1f3eb3de641e4a1_115)] | | |

| | | | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i15a0f5aa109e4aa0a08c6f1bb894de32_112)] [added: 2021](#i3af583f5add64154a1f3eb3de641e4a1_121)] | | | [removed: [113](#i15a0f5aa109e4aa0a08c6f1bb894de32_112)] [added: [120](#i3af583f5add64154a1f3eb3de641e4a1_121)] | | |

| | | | [Consolidated Statements of Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i15a0f5aa109e4aa0a08c6f1bb894de32_115)] [added: 2021](#i3af583f5add64154a1f3eb3de641e4a1_127)] | | | [removed: [114](#i15a0f5aa109e4aa0a08c6f1bb894de32_115)] [added: [121](#i3af583f5add64154a1f3eb3de641e4a1_127)] | | |

| | | | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i15a0f5aa109e4aa0a08c6f1bb894de32_118)] [added: 2021](#i3af583f5add64154a1f3eb3de641e4a1_130)] | | | [removed: [116](#i15a0f5aa109e4aa0a08c6f1bb894de32_118)] [added: [123](#i3af583f5add64154a1f3eb3de641e4a1_130)] | | |

| | | | [Management’s Report on Internal Control over Financial [removed: Reporting](#i15a0f5aa109e4aa0a08c6f1bb894de32_124)] [added: Reporting](#i3af583f5add64154a1f3eb3de641e4a1_97)] | | | [removed: [119](#i15a0f5aa109e4aa0a08c6f1bb894de32_124)] [added: [126](#i3af583f5add64154a1f3eb3de641e4a1_97)] | | |

| | | | [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i15a0f5aa109e4aa0a08c6f1bb894de32_127) [](#i15a0f5aa109e4aa0a08c6f1bb894de32_127)238[)](#i15a0f5aa109e4aa0a08c6f1bb894de32_127)] [added: ID](#i3af583f5add64154a1f3eb3de641e4a1_100) [](#i3af583f5add64154a1f3eb3de641e4a1_100)238[)](#i3af583f5add64154a1f3eb3de641e4a1_100)] | | | [removed: [120](#i15a0f5aa109e4aa0a08c6f1bb894de32_127)] [added: [127](#i3af583f5add64154a1f3eb3de641e4a1_100)] | | |

| | | | [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#i15a0f5aa109e4aa0a08c6f1bb894de32_133)] [added: 2022](#i3af583f5add64154a1f3eb3de641e4a1_109)] | | | [removed: [123](#i15a0f5aa109e4aa0a08c6f1bb894de32_133)] [added: [117](#i3af583f5add64154a1f3eb3de641e4a1_109)] | | |

| | | | [Consolidated Statements of Operations for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i15a0f5aa109e4aa0a08c6f1bb894de32_139)] [added: 2021](#i3af583f5add64154a1f3eb3de641e4a1_145)] | | | [removed: [125](#i15a0f5aa109e4aa0a08c6f1bb894de32_139)] [added: [132](#i3af583f5add64154a1f3eb3de641e4a1_145)] | | |

| | | | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i15a0f5aa109e4aa0a08c6f1bb894de32_145)] [added: 2021](#i3af583f5add64154a1f3eb3de641e4a1_151)] | | | [removed: [126](#i15a0f5aa109e4aa0a08c6f1bb894de32_145)] [added: [133](#i3af583f5add64154a1f3eb3de641e4a1_151)] | | |

| | | | [Consolidated Statements of Capital and Noncontrolling Interests for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i15a0f5aa109e4aa0a08c6f1bb894de32_148)] [added: 2021](#i3af583f5add64154a1f3eb3de641e4a1_157)] | | | [removed: [127](#i15a0f5aa109e4aa0a08c6f1bb894de32_148)] [added: [134](#i3af583f5add64154a1f3eb3de641e4a1_157)] | | |

| | | | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i15a0f5aa109e4aa0a08c6f1bb894de32_157)] [added: 2021](#i3af583f5add64154a1f3eb3de641e4a1_163)] | | | [removed: [129](#i15a0f5aa109e4aa0a08c6f1bb894de32_157)] [added: [136](#i3af583f5add64154a1f3eb3de641e4a1_163)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i15a0f5aa109e4aa0a08c6f1bb894de32_163)] [added: Statements](#i3af583f5add64154a1f3eb3de641e4a1_169)] | | | [removed: [132](#i15a0f5aa109e4aa0a08c6f1bb894de32_163)] [added: [139](#i3af583f5add64154a1f3eb3de641e4a1_169)] | | |

| | | | [Financial Statement Schedule—Schedule 3 - Real Estate Investments and Accumulated Depreciation as of December 31, [removed: 2022](#i15a0f5aa109e4aa0a08c6f1bb894de32_421)] [added: 2023](#i3af583f5add64154a1f3eb3de641e4a1_427)] | | | [removed: [182](#i15a0f5aa109e4aa0a08c6f1bb894de32_421)] [added: [194](#i3af583f5add64154a1f3eb3de641e4a1_427)] | | |

| | | | [Financial Statement Schedule—Schedule 3 - Real Estate Investments and Accumulated Depreciation as of December 31, [removed: 2022](#i15a0f5aa109e4aa0a08c6f1bb894de32_427)] [added: 2023](#i3af583f5add64154a1f3eb3de641e4a1_433)] | | | [removed: [187](#i15a0f5aa109e4aa0a08c6f1bb894de32_427)] [added: [199](#i3af583f5add64154a1f3eb3de641e4a1_433)] | | |

As of the end of Boston Properties, Inc.’s [removed: 2022] [added: 2023] fiscal year, management conducted assessments of the effectiveness of Boston Properties, Inc.’s internal control over financial reporting based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on these assessments, management has determined that Boston Properties, Inc.’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] was effective.

The effectiveness of Boston Properties, Inc.’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report appearing on page [removed: [107](#i15a0f5aa109e4aa0a08c6f1bb894de32_88),] [added: [114](#i3af583f5add64154a1f3eb3de641e4a1_94),] which expresses an unqualified opinion on the effectiveness of Boston Properties, Inc.’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

We have audited the accompanying consolidated balance sheets of Boston Properties, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Notes 2, 3 and 6 to the consolidated financial statements, the Company’s total real estate balance was [removed: $19,496.4] [added: $20,593.5] million and its investments in unconsolidated joint ventures was [removed: $1,630.5] [added: $1,337.4] million as of December 31, [removed: 2022.][added: 2023.]

During [removed: 2022,] [added: 2023,] the Company recognized a [removed: $50.7] [added: $272.6] million [removed: other-than-temporary] [added: other than temporary] impairment related to [removed: an investment] [added: certain investments] in [removed: an] unconsolidated joint [removed: venture.][added: ventures.]

The fair value of unconsolidated joint ventures is calculated using a discounted cash flow model which is subjective and considers assumptions regarding future occupancy, future rental rates, future capital requirements, [added: market interest rates and availability,] discount rates, and capitalization rates.

The principal considerations for our determination that performing procedures relating to the assessment of impairment indicators for long-lived assets and investments in unconsolidated joint ventures is a critical audit matter are (i) the significant judgment by management (a) in identifying the indicators of impairment for long-lived assets and investments in unconsolidated joint ventures and (b) when developing the fair value estimate of the investment in unconsolidated joint venture with an other- than- temporary impairment, (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to (a) management's identification of the indicators of impairment related to the operating performance and anticipated hold periods for long-lived assets and the performance of each investment and market conditions for investments in unconsolidated joint ventures and (b) management’s assumptions related to future occupancy, future rental rates, future capital requirements, [added: market interest rates,] discount [removed: rate] [added: rates] and capitalization [removed: rate] [added: rates] (collectively referred to as “the significant fair value assumptions”), and (iii) the audit effort related to management’s development of the fair value estimate of the investment in unconsolidated joint venture with an other-than-temporary impairment involved the use of professionals with specialized skill and knowledge.

For the identification of the indicators of impairment, these procedures also included, among others, (i) testing management's process for identifying the indicators of impairment for long-lived assets and investments in unconsolidated joint ventures, (ii) evaluating the reasonableness of the models, (iii) testing the completeness and accuracy of the underlying data used in the [removed: models, and (iv) evaluating the reasonableness of management’s indicators of impairment related to the operating performance and anticipated hold periods for long-lived assets and the performance of each investment and market]

As described in Notes 2 and 3 to the consolidated financial statements, during the year ended December 31, [removed: 2022,] [added: 2023,] the Company acquired [removed: two properties] [added: its joint venture partner’s interest in a property] for [removed: an aggregate] [added: a] purchase price of [removed: $1,316.7] [added: $38] million.

Management assesses the fair value of acquired tangible and intangible assets (including land, buildings and improvements, tenant improvements, “above-” and “below-market” leases, leasing [added: costs and assumed financing origination] costs, acquired in-place leases, other identified intangible assets and assumed [removed: liabilities)] [added: liabilities (including ground leases))] and allocates the purchase price to the acquired assets and assumed liabilities, including land and buildings as if vacant.

The principal considerations for our determination that performing procedures relating to the purchase price allocation for long-lived asset property acquisitions is a critical audit matter are (i) the significant judgment by management in developing the fair value estimates of assets acquired and [added: liabilities assumed and] the corresponding purchase price allocation, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s significant assumptions related to discount rates and capitalization rates, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the purchase price allocation for [added: the] long-lived asset property [removed: acquisitions,] [added: acquisition,] including controls over the assumptions related to discount [removed: rates] [added: rate] and capitalization [removed: rates] [added: rate] used to determine the fair value of the assets acquired and the corresponding purchase price allocation.

These procedures also included, among others, (i) reading the purchase agreements [added: and leasing documents] for [removed: all acquisitions,] [added: the acquisition,] (ii) testing management’s process for developing the fair value estimates of the assets acquired and the corresponding purchase price allocation, (iii) evaluating the appropriateness of management’s discounted cash flow [removed: methods,] [added: method,] (iv) testing the completeness and accuracy of the underlying data used in the [removed: methods,] [added: method,] and, (v) evaluating the reasonableness of the significant assumptions used by management, related to the discount [removed: rates] [added: rate] and capitalization [removed: rates] [added: rate] by considering industry knowledge and data as well as historical company data and experience.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the discounted cash flow model and reasonableness of the discount [removed: rates] [added: rate] and capitalization [removed: rates] [added: rate] assumptions.

| | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| Real estate, at cost (amounts related to variable interest entities (“VIEs”) of [removed: $6,789,029] [added: $7,054,075] and [removed: $6,702,830] [added: $6,789,029] at December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] respectively) | | | | | | $ | [removed: 25,389,663] [added: 26,749,209] | | | | | $ | [removed: 23,752,630] [added: 25,389,663] | |

| Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] respectively) | | | | | | [removed: 237,510] [added: 401,680] | | | | | | [removed: 237,507] [added: 237,510] | | |

| Right of use assets - operating leases [added: (1)] | | | | | | [removed: 167,351] [added: 324,298] | | | | | | [removed: 169,778] [added: 167,351] | | |

| Less: accumulated depreciation (amounts related to VIEs of [removed: $(1,381,401)] [added: $(1,501,483)] and [removed: $(1,283,060)] [added: $(1,381,401)] at December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] respectively) | | | | | | [removed: (6,298,082)] [added: (6,881,728)] | | | | | | [removed: (5,883,961)] [added: (6,298,082)] | | |

| Total real estate | | | | | | [removed: 19,496,442] [added: 20,593,459] | | | | | | [removed: 18,275,954] [added: 19,496,442] | | |

| | | | [Consolidated Balance Sheets as of December 31, 2023 and 2022](#i3af583f5add64154a1f3eb3de641e4a1_139) | | | [130](#i3af583f5add64154a1f3eb3de641e4a1_139) | | |

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models, and (iv) evaluating the reasonableness of management’s indicators of impairment related to the operating performance and anticipated hold periods for long-lived assets and the performance of each investment and market conditions for investments in unconsolidated joint ventures.

February 27, 2024

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| Right of use assets - operating leases (amounts related to VIEs of $158,885 and $0 at December 31, 2023 and December 31, 2022, respectively) | | | | | | 324,298 | | | | | | 167,351 | | |

| Cash held in escrows (amounts related to VIEs of $22,160 and $0 at December 31, 2023 and December 31, 2022, respectively) | | | | | | 81,090 | | | | | | 46,479 | | |

| Lease liabilities - operating leases (amounts related to VIEs of $145,826 and $0 at December 31, 2023 and December 31, 2022, respectively) | | | | | | 350,391 | | | | | | 204,686 | | |

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| Losses from interest rate contracts | | | | | | | | | | | | | | | (79) | | | | | | — | | | | | | — | | |

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| Allocated net income for the period | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 190,215 | | | | | | — | | | | | | — | | | | | | 22,548 | | | | | | 78,661 | | | | | | 291,424 | | |

| Dividends/distributions declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (615,011) | | | | | | — | | | | | | — | | | | | | (73,331) | | | | | | — | | | | | | (688,342) | | |

| Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships | | | — | | | | | | — | | | | | | — | | | | | | 160,416 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 84,125 | | | | | | 244,541 | | |

| Equity, December 31, 2023 | | | 156,941 | | | | | | $ | 1,569 | | | | | $ | — | | | | | $ | 6,715,149 | | | | | $ | (816,152) | | | | | $ | (2,722) | | | | | $ | (21,147) | | | | | $ | 666,580 | | | | | $ | 1,640,704 | | | | | $ | 8,183,981 | |

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| Right of use assets - operating lease | | | (25,640) | | | | | | — | | | | | | — | | |

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

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| Issuance of note receivables (including related party) | | | (12,177) | | | | | | — | | | | | | — | | |

| Cash and cash equivalents and cash held in escrows, end of period | | | $ | 1,612,567 | | | | | $ | 736,812 | | | | | $ | 501,158 | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | [Consolidated Balance Sheets as of December 31, 202](#i15a0f5aa109e4aa0a08c6f1bb894de32_100)[2](#i15a0f5aa109e4aa0a08c6f1bb894de32_100) [and 20](#i15a0f5aa109e4aa0a08c6f1bb894de32_100)[2](#i15a0f5aa109e4aa0a08c6f1bb894de32_100)[1](#i15a0f5aa109e4aa0a08c6f1bb894de32_100) | | | [110](#i15a0f5aa109e4aa0a08c6f1bb894de32_100) | | |

conditions for investments in unconsolidated joint ventures.

February 27, 2023

| Equity, December 31, 2019 | | | 154,790 | | | | | | $ | 1,548 | | | | | $ | 200,000 | | | | | $ | 6,294,719 | | | | | $ | (760,523) | | | | | $ | (2,722) | | | | | $ | (48,335) | | | | | $ | 600,860 | | | | | $ | 1,728,689 | | | | | $ | 8,014,236 | |

| Cumulative effect of a change in accounting principle | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,505) | | | | | | — | | | | | | — | | | | | | (174) | | | | | | — | | | | | | (1,679) | | |

| Allocated net income for the period | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 872,727 | | | | | | — | | | | | | — | | | | | | 97,704 | | | | | | 48,260 | | | | | | 1,018,691 | | |

| Dividends/distributions declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (620,352) | | | | | | — | | | | | | — | | | | | | (68,921) | | | | | | — | | | | | | (689,273) | | |

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| Issuance of notes receivable, net | | | — | | | | | | — | | | | | | (9,800) | | |

| Tenant leasing costs, net deconsolidated | | | $ | — | | | | | $ | — | | | | | $ | (3,462) | |

| Building and other capital improvements, net deconsolidated | | | $ | — | | | | | $ | — | | | | | $ | (111,889) | |

| Tenant improvements, net deconsolidated | | | $ | — | | | | | $ | — | | | | | $ | (12,331) | |

| Equity, December 31, 2019 | | | 1,727 | | | | | | 153,063 | | | | | | $ | 3,380,175 | | | | | $ | 193,623 | | | | | $ | (48,335) | | | | | $ | 1,728,689 | | | | | $ | 5,254,152 | | | | | $ | 2,468,753 | |

| Cumulative effect of a change in accounting principal | | | — | | | | | | — | | | | | | (1,505) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,505) | | | | | | (174) | | |

| Allocated net income for the period | | | — | | | | | | — | | | | | | 882,275 | | | | | | 10,500 | | | | | | — | | | | | | 48,260 | | | | | | 941,035 | | | | | | 97,704 | | |

| Distributions | | | — | | | | | | — | | | | | | (609,852) | | | | | | (10,500) | | | | | | — | | | | | | — | | | | | | (620,352) | | | | | | (68,921) | | |

As of December 31, 2022, the Company has determined that the Platform 16 Holdings LP joint venture is a VIE.

The Company does not consolidate this entity as the Company does not have the power to direct the activities that, when taken together, most significantly impact the VIE’s performance and, therefore, the Company is not considered to be the primary beneficiary.

In addition to evaluating control rights,

If the Company deems the balances no longer probable of collection, the Company writes

| 2023 | | | | | | $ | 1,306 | | | | | $ | 13,439 | |

| 2024 | | | | | | 401 | | | | | | 9,811 | | |

| 2025 | | | | | | 389 | | | | | | 9,768 | | |

| 2026 | | | | | | 389 | | | | | | 8,647 | | |

| 2027 | | | | | | 389 | | | | | | 5,477 | | |

The

policy election to account for and present the lease component and the nonlease component as a single component in the revenue section of the Consolidated Statements of Operations labeled Lease.

The following table presents the aggregate carrying value of the Company’s related party note receivable, net, notes receivable, net, sales-type lease receivable, net, mortgage notes payable, net, unsecured senior notes, net, unsecured line of credit and unsecured term loan, net and the Company’s corresponding estimate of fair value as of December 31, 2022 and December 31, 2021 (in thousands):

| Total | | | $ | 91,387 | | | | | $ | 92,265 | | | | | $ | 87,977 | | | | | $ | 92,867 | |

During the year ended December 31, 2020, the Company elected to apply hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

The Company’s application of this expedient preserves the presentation of derivatives consistent with past presentation.

BXP

| | | | | | | $ | 19,496,442 | | | | | $ | 18,275,954 | |

| | | | | | | $ | 19,246,536 | | | | | $ | 18,014,510 | |

Acquisitions

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

The acquisition was completed using the proceeds from BPLP’s $730.0 million unsecured term loan (See Note 7).

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

In addition, no change in Boston Properties, Inc.’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the fourth quarter of Boston Properties, Inc.’s fiscal year ended December 31, [removed: 2022] [added: 2023] that has materially affected, or is reasonably likely to materially affect, Boston Properties, Inc.’s internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting is set forth on page [removed: [106](#i15a0f5aa109e4aa0a08c6f1bb894de32_85)] [added: [113](#i3af583f5add64154a1f3eb3de641e4a1_91)] of this Annual Report on Form 10-K and is incorporated herein by reference.

In addition, no change in its internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the fourth quarter of its fiscal year ended December 31, [removed: 2022] [added: 2023] that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting is set forth on page [removed: [119](#i15a0f5aa109e4aa0a08c6f1bb894de32_124)] [added: [126](#i3af583f5add64154a1f3eb3de641e4a1_97)] of this Annual Report on Form 10-K and is incorporated herein by reference.

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During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

None.

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