Item 8. Financial Statements and Supplementary Data.

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Item 8. Financial Statements and Supplementary Data.

BXP, INC. AND BOSTON PROPERTIES LIMITED PARTNERSHIP

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



		Page

BXP, Inc.
	Management’s Report on Internal Control over Financial Reporting	102
	Report of Independent Registered Public Accounting Firm (PCAOB ID 238)	103
	Consolidated Balance Sheets as of December 31, 202 4 and 202 3	106
	Consolidated Statements of Operations for the years ended December 31, 202 4 , 202 3 and 202 2	108
	Consolidated Statements of Comprehensive Income for the years ended December 31, 202 4 , 202 3 and 202 2	109
	Consolidated Statements of Equity for the years ended December 31, 202 4 , 202 3 and 202 2	110
	Consolidated Statements of Cash Flows for the years ended December 31, 202 4 , 202 3 and 202 2	112

Boston Properties Limited Partnership
	Management’s Report on Internal Control over Financial Reporting	115
	Report of Independent Registered Public Accounting Firm (PCAOB ID 238)	116
	Consolidated Balance Sheets as of December 31, 202 4 and 202 3	119
	Consolidated Statements of Operations for the years ended December 31, 202 4 , 202 3 and 202 2	121
	Consolidated Statements of Comprehensive Income for the years ended December 31, 202 4 , 202 3 and 202 2	122
	Consolidated Statements of Capital and Noncontrolling Interests for the years ended December 31, 202 4 , 202 3 and 202 2	123
	Consolidated Statements of Cash Flows for the years ended December 31, 202 4 , 202 3 and 202 2	125

	Notes to Consolidated Financial Statements	128

BXP, Inc.
	Financial Statement Schedule—Schedule 3 - Real Estate Investments and Accumulated Depreciation as of December 31, 202 4	181

Boston Properties Limited Partnership
	Financial Statement Schedule—Schedule 3 - Real Estate Investments and Accumulated Depreciation as of December 31, 202 4	186

All other schedules for which a provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable, and therefore have been omitted.

Management’s Report on Internal Control over

Financial Reporting

Management of BXP, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting for BXP, Inc. BXP, Inc.’s internal control over financial reporting is a process designed under the supervision of its principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of BXP, Inc.’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

As of the end of BXP, Inc.’s 2024 fiscal year, management conducted assessments of the effectiveness of BXP, 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 BXP, Inc.’s internal control over financial reporting as of December 31, 2024 was effective.

Our internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of BXP, Inc.; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of BXP, Inc.’s assets that could have a material effect on its financial statements.

The effectiveness of BXP, Inc.’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report appearing on page 103, which expresses an unqualified opinion on the effectiveness of BXP, Inc.’s internal control over financial reporting as of December 31, 2024.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of BXP, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of BXP, Inc. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, 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, 2024, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 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, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment Assessment of Long-Lived Assets and Investments in Unconsolidated Joint Ventures

As described in Notes 2, 3, and 6 to the consolidated financial statements, the Company’s total real estate balance was $21,050.3 million and its investments in unconsolidated joint ventures was $1,060.1 million as of December 31, 2024. During 2024, the Company recognized a $13.6 million impairment loss related to a long-lived asset and a $341.3 million other-than-temporary impairment loss related to certain investments in unconsolidated joint ventures. Management reviews its long-lived assets for indicators of impairment following the end of each quarter and when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. This evaluation of long-lived assets is dependent on a number of factors, including when there is an event or adverse change in the operating performance of the long-lived asset or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life or hold period. Management reviews its unconsolidated joint ventures for indicators of impairment on a quarterly basis and records impairment charges when events or circumstances change indicating that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary. This evaluation of the investments in unconsolidated joint ventures is dependent on a number of factors, including the performance of each investment and market conditions. Management will record an impairment charge if it determines that a decline in the fair value below the carrying amount of an investment in an unconsolidated joint venture is other-than-temporary. The fair value 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, 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, discount rates and capitalization 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.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to (i) the identification of the indicators of impairment for long-lived assets and investments in unconsolidated joint ventures and (ii) developing the fair value estimate of the unconsolidated investment in joint venture with an other-than-temporary impairment. 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 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. Evaluating the operating performance and anticipated hold periods involved considering the current and past performance of the long-lived assets, the consistency with external market and industry data, and whether the indicators were consistent with evidence obtained in other areas of the audit. Evaluating performance of each investment and market conditions involved considering changes in the performance of the investments and market conditions and evidence obtained in other areas of the audit. For the fair value estimate of the unconsolidated investment in joint venture with an other-than-temporary decline, these procedures also included, among others, (i) testing management’s process for developing the fair value estimate of the investment in unconsolidated joint venture relating to the other-than-temporary impairment, (ii) evaluating the appropriateness of management’s discounted cash flow model, (iii) testing the completeness and accuracy of the underlying data used in the model, and (iv) evaluating the reasonableness of the significant fair value assumptions used by management by considering industry knowledge and data, historical company data, and evidence obtained in other areas of the audit. 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 significant fair value assumptions.

Purchase Price Allocation for Long-Lived Asset Property Acquisitions

As described in Notes 2 and 3 to the consolidated financial statements, during the year ended December 31, 2024, the Company acquired its joint venture partner’s interest in a property for a purchase price of $10.0 million and a property for a gross purchase price of $35.0 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 costs and assumed financing origination costs, acquired in-place leases, other identified intangible assets and assumed liabilities (including ground leases)) and allocates the purchase price to the acquired assets and assumed liabilities, including land and buildings as if vacant. Management assesses fair value based on estimated cash flow projections that utilize discount, and/or capitalization rates, and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.

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 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.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the purchase price allocation for the long-lived asset property acquisition, including controls over the assumptions related to discount rate and capitalization rate used to determine the fair value of the assets acquired and liabilities assumed and the corresponding purchase price allocation. These procedures also included, among others, (i) reading the purchase agreements and leasing documents for 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 method, (iv) testing the completeness and accuracy of the underlying data used in the method, and, (v) evaluating the reasonableness of the significant assumptions used by management, related to the discount rate, capitalization rate, land value per square foot and future capital requirements 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 rate and capitalization rate assumptions.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 27, 2025

We have served as the Company’s auditor since 1997.


BXP, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except for share and par value amounts)
	December 31, 2024		December 31, 2023
ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $7,797,430 and $7,054,075 at December 31, 2024 and December 31, 2023, respectively)	$	27,870,623	$	26,749,209
Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at December 31, 2024 and December 31, 2023, respectively)	372,922		401,680
Right of use assets - operating leases (amounts related to VIEs of $140,558 and $158,885 at December 31, 2024 and December 31, 2023, respectively)	334,767		324,298
Less: accumulated depreciation (amounts related to VIEs of $(1,628,274) and $(1,501,483) at December 31, 2024 and December 31, 2023, respectively)	(7,528,057)		(6,881,728)
Total real estate	21,050,255		20,593,459
Cash and cash equivalents (amounts related to VIEs of $373,737 and $245,317 at December 31, 2024 and December 31, 2023, respectively)	1,254,882		1,531,477
Cash held in escrows (amounts related to VIEs of $4,979 and $22,160 at December 31, 2024 and December 31, 2023, respectively)	80,314		81,090
Investments in securities	39,706		36,337
Tenant and other receivables, net (amounts related to VIEs of $20,435 and $27,987 at December 31, 2024 and December 31, 2023, respectively)	107,453		122,407
Note receivable, net	4,947		1,714
Related party notes receivable, net	88,779		88,779
Sales-type lease receivable, net	14,657		13,704
Accrued rental income, net (amounts related to VIEs of $435,110 and $401,159 at December 31, 2024 and December 31, 2023, respectively)	1,466,220		1,355,212
Deferred charges, net (amounts related to VIEs of $211,726 and $175,383 at December 31, 2024 and December 31, 2023, respectively)	813,345		760,421
Prepaid expenses and other assets (amounts related to VIEs of $15,036 and $11,824 at December 31, 2024 and December 31, 2023, respectively)	70,839		64,230
Investments in unconsolidated joint ventures	1,093,583		1,377,319
Total assets	$	26,084,980	$	26,026,149
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $3,282,027 and $3,277,185 at December 31, 2024 and December 31, 2023, respectively)	$	4,276,609	$	4,166,379
Unsecured senior notes, net	10,645,077		10,491,617
Unsecured line of credit	—		—
Unsecured term loans, net	798,813		1,198,301
Unsecured commercial paper	500,000		—
Lease liabilities - finance leases (amounts related to VIEs of $20,931 and $20,794 at December 31, 2024 and December 31, 2023, respectively)	370,885		417,961
Lease liabilities - operating leases (amounts related to VIEs of $157,691 and $145,826 at December 31, 2024 and December 31, 2023, respectively)	392,686		350,391
Accounts payable and accrued expenses (amounts related to VIEs of $115,808 and $59,667 at December 31, 2024 and December 31, 2023, respectively)	401,874		458,329
Dividends and distributions payable	172,486		171,176
Accrued interest payable	128,098		133,684
Other liabilities (amounts related to VIEs of $126,202 and $115,275 at December 31, 2024 and December 31, 2023, respectively)	450,796		445,947
Total liabilities	18,137,324		17,833,785


BXP, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except for share and par value amounts)
	December 31, 2024		December 31, 2023
Commitments and contingencies (See Note 9)
Redeemable deferred stock units— 128,227 and 119,471 units outstanding at redemption value at December 31, 2024 and December 31, 2023, respectively	9,535		8,383
Equity:
Stockholders’ equity attributable to BXP, Inc.:
Excess stock, $0.01 par value, 150,000,000 shares authorized, none issued or outstanding	—		—
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued or outstanding	—		—
Common stock, $0.01 par value, 250,000,000 shares authorized, 158,253,895 and 157,019,766 issued and 158,174,995 and 156,940,866 outstanding at December 31, 2024 and December 31, 2023, respectively	1,582		1,569
Additional paid-in capital	6,836,093		6,715,149
Dividends in excess of earnings	(1,419,575)		(816,152)
Treasury common stock at cost, 78,900 shares at December 31, 2024 and December 31, 2023	(2,722)		(2,722)
Accumulated other comprehensive loss	(2,072)		(21,147)
Total stockholders’ equity attributable to BXP, Inc.	5,413,306		5,876,697
Noncontrolling interests:
Common units of Boston Properties Limited Partnership	591,270		666,580
Property partnerships	1,933,545		1,640,704
Total equity	7,938,121		8,183,981
Total liabilities and equity	$	26,084,980	$	26,026,149

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

BXP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for per share amounts)


	Year ended December 31,
		2024		2023		2022
Revenue
Lease		$	3,176,805	$	3,054,673	$	2,918,368
Parking and other		135,142		112,918		107,225
Hotel		51,224		47,357		39,482
Development and management services		28,060		40,850		28,056
Direct reimbursements of payroll and related costs from management services contracts		16,488		17,771		15,450
Total revenue		3,407,719		3,273,569		3,108,581
Expenses
Operating
Rental		1,286,838		1,183,947		1,108,070
Hotel		35,288		32,225		27,478
General and administrative		159,983		170,158		146,378
Payroll and related costs from management services contracts		16,488		17,771		15,450
Transaction costs		1,597		4,313		2,905
Depreciation and amortization		887,191		830,813		749,775
Total expenses		2,387,385		2,239,227		2,050,056
Other income (expense)
Loss from unconsolidated joint ventures		(343,177)		(239,543)		(59,840)
Gains on sales of real estate		602		517		437,019
Gain on sales-type lease		—		—		10,058
Interest and other income (loss)		60,199		69,964		11,940
Other income - assignment fee		—		—		6,624
Gains (losses) from investments in securities		4,416		5,556		(6,453)
Losses from interest rate contracts		—		(79)		—
Unrealized gain (loss) on non-real estate investments		546		239		(150)
Impairment loss		(13,615)		—		—

Interest expense		(645,117)		(579,572)		(437,139)
Net income		84,188		291,424		1,020,584
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships		(67,516)		(78,661)		(74,857)
Noncontrolling interest—common units of the Operating Partnership		(2,400)		(22,548)		(96,780)
Net income attributable to BXP, Inc.		$	14,272	$	190,215	$	848,947
Basic earnings per common share attributable to BXP, Inc.
Net income		$	0.09	$	1.21	$	5.41
Weighted average number of common shares outstanding		157,468		156,863		156,726
Diluted earnings per common share attributable to BXP, Inc.
Net income		$	0.09	$	1.21	$	5.40
Weighted average number of common and common equivalent shares outstanding		157,793		157,201		157,137

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

BXP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


	Year ended December 31,
		2024		2023		2022
Net income		$	84,188	$	291,424	$	1,020,584
Other comprehensive income (loss):
Effective portion of interest rate contracts		9,202		(14,405)		19,396
Amortization of interest rate contracts (1)		12,618		6,703		6,707
Other comprehensive income (loss)		21,820		(7,702)		26,103
Comprehensive income		106,008		283,722		1,046,687
Net income attributable to noncontrolling interests		(69,916)		(101,209)		(171,637)
Other comprehensive (income) loss attributable to noncontrolling interests		(2,746)		274		(3,156)
Comprehensive income attributable to BXP, Inc.		$	33,346	$	182,787	$	871,894

(1)Amounts reclassified from comprehensive income primarily to interest expense within BXP, Inc.’s Consolidated Statements of Operations.

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


BXP, INC. CONSOLIDATED STATEMENTS OF EQUITY (in thousands)
	Common Stock			Additional Paid-in Capital		Dividends in Excess of Earnings		Treasury Stock, at cost		Accumulated Other Comprehensive Loss		Noncontrolling Interests - Common Units		Noncontrolling Interests - Property Partnerships		Total
	Shares	Amount
Equity, December 31, 2021	156,545	$	1,565	$	6,497,730	$	(625,891)	$	(2,722)	$	(36,662)	$	642,655	$	1,556,553	$	8,033,228
Redemption of operating partnership units to common stock	182	3		6,536		—		—		—		(6,539)		—		—
Allocated net income for the period	—	—		—		848,947		—		—		96,780		74,857		1,020,584
Dividends/distributions declared	—	—		—		(614,412)		—		—		(71,714)		—		(686,126)
Shares issued pursuant to stock purchase plan	10	—		1,036		—		—		—		—		—		1,036
Net activity from stock option and incentive plan	21	—		7,261		—		—		—		46,402		—		53,663
Contributions from noncontrolling interests in property partnerships	—	—		—		—		—		—		—		849		849
Distributions to noncontrolling interests in property partnerships	—	—		—		—		—		—		—		(85,518)		(85,518)
Effective portion of interest rate contracts	—	—		—		—		—		17,435		1,961		—		19,396
Amortization of interest rate contracts	—	—		—		—		—		5,509		622		576		6,707
Reallocation of noncontrolling interest	—	—		26,584		—		—		—		(26,584)		—		—
Equity, December 31, 2022	156,758	1,568		6,539,147		(391,356)		(2,722)		(13,718)		683,583		1,547,317		8,363,819
Redemption of operating partnership units to common stock	102	1		3,793		—		—		—		(3,794)		—		—
Allocated net income for the period	—	—		—		190,215		—		—		22,548		78,661		291,424
Dividends/distributions declared	—	—		—		(615,011)		—		—		(73,331)		—		(688,342)
Shares issued pursuant to stock purchase plan	19	—		1,156		—		—		—		—		—		1,156
Net activity from stock option and incentive plan	62	—		3,165		—		—		—		45,895		—		49,060
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	—	—		160,416		—		—		—		—		84,125		244,541
Distributions to noncontrolling interests in property partnerships	—	—		—		—		—		—		—		(69,975)		(69,975)
Effective portion of interest rate contracts	—	—		—		—		—		(12,927)		(1,478)		—		(14,405)
Amortization of interest rate contracts	—	—		—		—		—		5,498		629		576		6,703
Reallocation of noncontrolling interest	—	—		7,472		—		—		—		(7,472)		—		—
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


BXP, INC. CONSOLIDATED STATEMENTS OF EQUITY (in thousands)
	Common Stock			Additional Paid-in Capital		Dividends in Excess of Earnings		Treasury Stock, at cost		Accumulated Other Comprehensive Loss		Noncontrolling Interests - Common Units		Noncontrolling Interests - Property Partnerships		Total
	Shares	Amount
Redemption of operating partnership units to common stock	1,147	13		40,551		—		—		—		(40,564)		—		—
Allocated net income for the period	—	—		—		14,272		—		—		2,400		67,516		84,188
Dividends/distributions declared	—	—		—		(617,695)		—		—		(73,485)		—		(691,180)
Shares issued pursuant to stock purchase plan	17	—		1,141		—		—		—		—		—		1,141
Net activity from stock option and incentive plan	70	—		4,516		—		—		—		34,815		—		39,331
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	—	—		74,091		—		—		—		—		302,453		376,544
Distributions to noncontrolling interests in property partnerships	—	—		—		—		—		—		—		(77,704)		(77,704)
Effective portion of interest rate contracts	—	—		—		—		—		8,262		940		—		9,202
Amortization of interest rate contracts	—	—		—		—		—		10,813		1,229		576		12,618
Reallocation of noncontrolling interest	—	—		645		—		—		—		(645)		—		—
Equity, December 31, 2024	158,175	$	1,582	$	6,836,093	$	(1,419,575)	$	(2,722)	$	(2,072)	$	591,270	$	1,933,545	$	7,938,121

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


BXP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
	Year ended December 31,
	2024		2023		2022
Cash flows from operating activities:
Net income	$	84,188	$	291,424	$	1,020,584
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	887,191		830,813		749,775
Impairment loss	13,615		—		—
Amortization of right of use assets - operating leases	2,262		1,940		2,427
Amortization of sales type lease	(992)		—		—

Non-cash compensation expense	43,949		51,478		52,026
Loss from unconsolidated joint ventures	343,177		239,543		59,840
Distributions of net cash flow from operations of unconsolidated joint ventures	33,861		24,637		26,827
(Gains) losses from investments in securities	(4,416)		(5,556)		6,453
Allowance for current expected credit losses	78		373		(224)
Non-cash portion of interest expense	37,143		30,523		25,831

Other income - assignment fee	—		—		(6,624)
Gains on sales of real estate	(602)		(517)		(437,019)
Gain on sales-type lease	—		—		(10,058)
Unrealized (gain) loss on non-real estate investments	(546)		(239)		150
Change in assets and liabilities:
Tenant and other receivables, net	13,716		(31,470)		(7,621)
Notes receivable, net	—		—		(152)
Accrued rental income, net	(97,609)		(99,539)		(98,075)
Prepaid expenses and other assets	(5,384)		(7,336)		20,099
Right of use assets - operating lease	(750)		(25,640)		—
Lease liabilities - operating leases	(202)		(121)		125
Accounts payable and accrued expenses	(2,395)		41,696		(22,777)
Accrued interest payable	(5,647)		29,910		8,989
Other liabilities	12,826		7,267		(24,120)
Tenant leasing costs	(118,962)		(77,666)		(84,057)
Total adjustments	1,150,313		1,010,096		261,815
Net cash provided by operating activities	1,234,501		1,301,520		1,282,399
Cash flows from investing activities:
Acquisitions of real estate	(35,366)		—		(1,320,273)
Construction in progress	(651,346)		(525,963)		(500,273)
Building and other capital improvements	(189,667)		(171,424)		(177,004)
Tenant improvements	(258,312)		(310,925)		(218,685)
Proceeds from sales of real estate	602		517		834,770
Acquisition of real estate upon consolidation of unconsolidated joint ventures (net of cash)	6,086		(13,155)		—
Proceeds from assignment fee	—		—		6,624
Capital contributions to unconsolidated joint ventures	(132,096)		(192,650)		(277,581)
Capital distributions from unconsolidated joint ventures	28,325		32,787		37,122

Investment in non-real estate investments	(2,500)		(2,187)		(2,404)
Issuance of note receivables (including related party)	(3,258)		(12,177)		—


BXP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
	Year ended December 31,
	2024		2023		2022
Proceeds from notes receivable	—		—		10,000
Investments in securities, net	136		1,496		4,902
Net cash used in investing activities	(1,237,396)		(1,193,681)		(1,602,802)
Cash flows from financing activities:
Proceeds from mortgage notes payable	—		600,000		—
Repayments of mortgage notes payable	(4,780)		—		—
Proceeds from unsecured senior notes	849,671		747,727		749,557
Repayment / redemption of unsecured senior notes	(700,000)		(500,000)		—
Borrowings on unsecured line of credit	—		—		985,000
Repayments of unsecured line of credit	—		—		(1,130,000)
Borrowings on unsecured term loans	—		1,200,000		730,000
Payments on finance lease obligations	(12,547)		—		—
Repayment of unsecured term loans	(500,000)		(730,000)		—
Borrowings on commercial paper program	5,363,333		—		—
Repayments on commercial paper program	(4,863,333)		—		—
Deferred financing costs	(12,235)		(19,416)		(8,460)
Net activity from equity transactions	(1,731)		367		(352)
Dividends and distributions	(689,870)		(687,809)		(685,019)
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	374,720		227,022		849
Distributions to noncontrolling interests in property partnerships	(77,704)		(69,975)		(85,518)
Net cash provided by (used in) financing activities	(274,476)		767,916		556,057
Net increase (decrease) in cash and cash equivalents and cash held in escrows	(277,371)		875,755		235,654
Cash and cash equivalents and cash held in escrows, beginning of period	1,612,567		736,812		501,158
Cash and cash equivalents and cash held in escrows, end of period	$	1,335,196	$	1,612,567	$	736,812

Reconciliation of cash and cash equivalents and cash held in escrows:
Cash and cash equivalents, beginning of period	$	1,531,477	$	690,333	$	452,692
Cash held in escrows, beginning of period	81,090		46,479		48,466
Cash and cash equivalents and cash held in escrows, beginning of period	$	1,612,567	$	736,812	$	501,158

Cash and cash equivalents, end of period	$	1,254,882	$	1,531,477	$	690,333
Cash held in escrows, end of period	80,314		81,090		46,479
Cash and cash equivalents and cash held in escrows, end of period	$	1,335,196	$	1,612,567	$	736,812

Supplemental disclosures:
Cash paid for interest (net of amounts capitalized)	$	676,067	$	553,989	$	449,903
Interest capitalized	$	41,976	$	42,633	$	52,130

Non-cash investing and financing activities:
Write-off of fully depreciated real estate	$	(112,074)	$	(135,093)	$	(119,534)
Change in real estate included in accounts payable and accrued expenses	$	(50,891)	$	3,668	$	97,586
Right of use assets obtained in exchange for lease liabilities - operating lease	$	30,631	$	141,179	$	—
Right of use assets obtained in exchange for lease liabilities - finance lease	$	—	$	163,056	$	—


BXP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
	Year ended December 31,
	2024		2023		2022
Lease liability - finance lease reversal for re-assessment event	$	(38,491)	$	—	$	—
Right of use asset - finance lease reversal for re-assessment event	$	(28,962)	$	—	$	—
Non-cash contributions from noncontrolling interests in property partnerships, net	$	92,631	$	17,519	$	—
Capitalized operating lease costs	$	30,195	$	12,580	$	—
Construction in progress from prepaid expenses and other assets	$	—	$	25,577	$	—
Investment in unconsolidated joint ventures eliminated upon consolidation	$	(11,834)	$	183,817	$	—
Mortgage note payable recorded upon consolidation	$	207,093	$	300,000	$	—
Mortgage note payable converted to unsecured term loan	$	100,000	$	—	$	—
Real estate and intangibles recorded upon consolidation	$	(220,015)	$	(490,720)	$	—
Interest rate contracts recorded upon consolidation	$	—	$	(7,337)	$	—
Construction in progress, net deconsolidated	$	—	$	—	$	(11,316)
Investment in unconsolidated joint ventures recorded upon deconsolidation	$	—	$	—	$	11,316
Sales-type lease origination	$	—	$	—	$	13,045
Derecognition of assets in exchange for sales-type lease obligation	$	—	$	—	$	(2,987)
Dividends and distributions declared but not paid	$	172,486	$	171,176	$	170,643
Conversions of noncontrolling interests to stockholders’ equity	$	40,564	$	3,794	$	6,539
Issuance of restricted securities to employees and non-employee directors	$	43,360	$	48,141	$	48,417

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

Management’s Report on Internal Control over

Financial Reporting

Management of BXP, Inc., the sole general partner of Boston Properties Limited Partnership, is responsible for establishing and maintaining adequate internal control over financial reporting for Boston Properties Limited Partnership. Boston Properties Limited Partnership’s internal control over financial reporting is a process designed under the supervision of the principal executive officer and principal financial officer of BXP, Inc. to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Boston Properties Limited Partnership’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

As of the end of Boston Properties Limited Partnership’s 2024 fiscal year, management conducted assessments of the effectiveness of Boston Properties Limited Partnership’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 Limited Partnership’s internal control over financial reporting as of December 31, 2024 was effective.

Boston Properties Limited Partnership’s internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of BXP, Inc.; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Boston Properties Limited Partnership’s assets that could have a material effect on our financial statements.

The effectiveness of Boston Properties Limited Partnership’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report appearing on page 116, which expresses an unqualified opinion on the effectiveness of Boston Properties Limited Partnership’s internal control over financial reporting as of December 31, 2024.

Report of Independent Registered Public Accounting Firm

To the Partners of Boston Properties Limited Partnership

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Boston Properties Limited Partnership and its subsidiaries (the “Partnership”) as of December 31, 2024 and 2023, and the related statements of operations, of comprehensive income, of capital and noncontrolling interests and of cash flows for each of the three years in the period ended December 31, 2024, 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 Partnership’s internal control over financial reporting as of December 31, 2024, 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 Partnership as of December 31, 2024 and 2023**,** and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Partnership’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Partnership’s consolidated financial statements and on the Partnership’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Definition and Limitations of Internal Control over Financial Reporting

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Critical Audit Matters

Impairment Assessment of Long-Lived Assets and Investments in Unconsolidated Joint Ventures

As described in Notes 2, 3, and 6 to the consolidated financial statements, the Partnership’s total real estate balance was $20,814.2 million and its investments in unconsolidated joint ventures was $1,060.1 million as of December 31, 2024. During 2024, the Partnership recognized a $13.6 million impairment loss related to a long-lived asset and a $341.3 million other-than-temporary impairment loss related to certain investments in unconsolidated joint ventures. Management reviews its long-lived assets for indicators of impairment following the end of each quarter and when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. This evaluation of long-lived assets is dependent on a number of factors, including when there is an event or adverse change in the operating performance of the long-lived asset or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life or hold period. Management reviews its unconsolidated joint ventures for indicators of impairment on a quarterly basis and records impairment charges when events or circumstances change indicating that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary. This evaluation of the investments in unconsolidated joint ventures is dependent on a number of factors, including the performance of each investment and market conditions. Management will record an impairment charge if it determines that a decline in the fair value below the carrying amount of an investment in an unconsolidated joint venture is other-than-temporary. The fair value 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, market interest rates and availability, discount rates, and capitalization rates.

reasonableness of the models, (iii) testing the completeness and accuracy of the underlying data used in the 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. Evaluating the operating performance and anticipated hold periods involved considering the current and past performance of the long-lived assets, the consistency with external market and industry data, and whether the indicators were consistent with evidence obtained in other areas of the audit. Evaluating performance of each investment and market conditions involved considering changes in the performance of the investments and market conditions and evidence obtained in other areas of the audit. For the fair value estimate of the unconsolidated investment in joint venture with an other-than-temporary decline, these procedures also included, among others, (i) testing management’s process for developing the fair value estimate of the investment in unconsolidated joint venture relating to the other-than-temporary impairment, (ii) evaluating the appropriateness of management’s discounted cash flow model, (iii) testing the completeness and accuracy of the underlying data used in the model, and (iv) evaluating the reasonableness of the significant fair value assumptions used by management by considering industry knowledge and data, historical company data, and evidence obtained in other areas of the audit. 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 significant fair value assumptions.

Purchase Price Allocation for Long-Lived Asset Property Acquisitions

As described in Notes 2 and 3 to the consolidated financial statements, during the year ended December 31, 2024, the Partnership acquired its joint venture partner’s interest in a property for a purchase price of $10.0 million and a property for a gross purchase price of $35.0 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 costs and assumed financing origination costs, acquired in-place leases, other identified intangible assets and assumed liabilities (including ground leases)) and allocates the purchase price to the acquired assets and assumed liabilities, including land and buildings as if vacant. Management assesses fair value based on estimated cash flow projections that utilize discount, and/or capitalization rates, and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the purchase price allocation for the long-lived asset property acquisition, including controls over the assumptions related to discount rate and capitalization rate used to determine the fair value of the assets acquired and liabilities assumed and the corresponding purchase price allocation. These procedures also included, among others, (i) reading the purchase agreements and leasing documents for 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 method, (iv) testing the completeness and accuracy of the underlying data used in the method, and, (v) evaluating the reasonableness of the significant assumptions used by management, related to the discount rate, capitalization rate, land value per square foot and future capital requirements 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 rate and capitalization rate assumptions.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 27, 2025

We have served as the Partnership’s auditor since 1997.


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (in thousands, except for unit amounts)
	December 31, 2024		December 31, 2023
ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $7,797,430 and $7,054,075 at December 31, 2024 and December 31, 2023, respectively)	$	27,504,358	$	26,382,944
Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at December 31, 2024 and December 31, 2023, respectively)	372,922		401,680
Right of use assets - operating leases (amounts related to VIEs of $140,558 and $158,885 at December 31, 2024 and December 31, 2023, respectively)	334,767		324,298
Less: accumulated depreciation (amounts related to VIEs of $(1,628,274) and $(1,501,483) at December 31, 2024 and December 31, 2023, respectively)	(7,397,882)		(6,758,361)
Total real estate	20,814,165		20,350,561
Cash and cash equivalents (amounts related to VIEs of $373,737 and $245,317 at December 31, 2024 and December 31, 2023, respectively)	1,254,882		1,531,477
Cash held in escrows (amounts related to VIEs of $4,979 and $22,160 at December 31, 2024 and December 31, 2023, respectively)	80,314		81,090
Investments in securities	39,706		36,337
Tenant and other receivables, net (amounts related to VIEs of $20,435 and $27,987 at December 31, 2024 and December 31, 2023, respectively)	107,453		122,407
Note receivable, net	4,947		1,714
Related party notes receivables, net	88,779		88,779
Sales-type lease receivable, net	14,657		13,704
Accrued rental income, net (amounts related to VIEs of $435,110 and $401,159 at December 31, 2024 and December 31, 2023, respectively)	1,466,220		1,355,212
Deferred charges, net (amounts related to VIEs of $211,726 and $175,383 at December 31, 2024 and December 31, 2023, respectively)	813,345		760,421
Prepaid expenses and other assets (amounts related to VIEs of $15,036 and $11,824 at December 31, 2024 and December 31, 2023, respectively)	70,839		64,230
Investments in unconsolidated joint ventures	1,093,583		1,377,319
Total assets	$	25,848,890	$	25,783,251
LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $3,282,027 and $3,277,185 at December 31, 2024 and December 31, 2023, respectively)	$	4,276,609	$	4,166,379
Unsecured senior notes, net	10,645,077		10,491,617
Unsecured line of credit	—		—
Unsecured term loans, net	798,813		1,198,301
Unsecured commercial paper	500,000		—
Lease liabilities - finance leases (amounts related to VIEs of $20,931 and $20,794 at December 31, 2024 and December 31, 2023, respectively)	370,885		417,961
Lease liabilities - operating leases (amounts related to VIEs of $157,691 and $145,826 at December 31, 2024 and December 31, 2023, respectively)	392,686		350,391
Accounts payable and accrued expenses (amounts related to VIEs of $115,808 and $59,667 at December 31, 2024 and December 31, 2023, respectively)	401,874		458,329
Dividends and distributions payable	172,486		171,176
Accrued interest payable	128,098		133,684

Other liabilities (amounts related to VIEs of $126,202 and $115,275 at December 31, 2024 and December 31, 2023, respectively)	450,796		445,947
Total liabilities	18,137,324		17,833,785


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (in thousands, except for unit amounts)
	December 31, 2024		December 31, 2023
Commitments and contingencies (See Note 9)
Redeemable deferred stock units— 128,227 and 119,471 units outstanding at redemption value at December 31, 2024 and December 31, 2023, respectively	9,535		8,383
Noncontrolling interests:
Redeemable partnership units— 15,730,882 and 16,508,277 common units and 2,335,229 and 2,065,861 long term incentive units outstanding at redemption value at December 31, 2024 and December 31, 2023, respectively	1,378,573		1,347,575
Capital:
Boston Properties Limited Partnership partners’ capital— 1,762,411 and 1,755,150 general partner units and 156,412,584 and 155,185,716 limited partner units outstanding at December 31, 2024 and December 31, 2023, respectively	4,391,985		4,973,951
Accumulated other comprehensive loss	(2,072)		(21,147)
Total partners’ capital	4,389,913		4,952,804
Noncontrolling interests in property partnerships	1,933,545		1,640,704
Total capital	6,323,458		6,593,508
Total liabilities and capital	$	25,848,890	$	25,783,251

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

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for per unit amounts)


	Year ended December 31,
		2024		2023		2022
Revenue
Lease		$	3,176,805	$	3,054,673	$	2,918,368
Parking and other		135,142		112,918		107,225
Hotel		51,224		47,357		39,482
Development and management services		28,060		40,850		28,056
Direct reimbursements of payroll and related costs from management services contracts		16,488		17,771		15,450
Total revenue		3,407,719		3,273,569		3,108,581
Expenses
Operating
Rental		1,286,838		1,183,947		1,108,070
Hotel		35,288		32,225		27,478
General and administrative		159,983		170,158		146,378
Payroll and related costs from management services contracts		16,488		17,771		15,450
Transaction costs		1,597		4,313		2,905
Depreciation and amortization		880,383		823,805		742,293
Total expenses		2,380,577		2,232,219		2,042,574
Other income (expense)
Loss from unconsolidated joint ventures		(343,177)		(239,543)		(59,840)
Gains on sales of real estate		602		517		441,075
Gain on sales-type lease		—		—		10,058
Interest and other income (loss)		60,199		69,964		11,940
Other income - assignment fee		—		—		6,624
Gains (losses) from investments in securities		4,416		5,556		(6,453)
Losses from interest rate contracts		—		(79)		—
Unrealized gain (loss) on non-real estate investments		546		239		(150)

Impairment loss		(13,615)		—		—
Interest expense		(645,117)		(579,572)		(437,139)
Net income		90,996		298,432		1,032,122
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships		(67,516)		(78,661)		(74,857)
Net income attributable to Boston Properties Limited Partnership		$	23,480	$	219,771	$	957,265
Basic earnings per common unit attributable to Boston Properties Limited Partnership
Net income		$	0.13	$	1.26	$	5.48
Weighted average number of common units outstanding		175,390		174,796		174,360
Diluted earnings per common unit attributable to Boston Properties Limited Partnership
Net income		$	0.13	$	1.25	$	5.47
Weighted average number of common and common equivalent units outstanding		175,715		175,134		174,771

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

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


	Year ended December 31,
		2024		2023		2022
Net income		$	90,996	$	298,432	$	1,032,122
Other comprehensive income (loss):
Effective portion of interest rate contracts		9,202		(14,405)		19,396
Amortization of interest rate contracts (1)		12,618		6,703		6,707
Other comprehensive income (loss)		21,820		(7,702)		26,103
Comprehensive income		112,816		290,730		1,058,225
Comprehensive income attributable to noncontrolling interests		(68,092)		(79,237)		(75,433)
Comprehensive income attributable to Boston Properties Limited Partnership		$	44,724	$	211,493	$	982,792

(1)Amounts reclassified from comprehensive income primarily to interest expense within Boston Properties Limited Partnership’s Consolidated Statements of Operations.

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


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS (in thousands)
	Units		Capital
	General Partner	Limited Partner	Partners’ Capital (General and Limited Partners)		Accumulated Other Comprehensive Loss		Noncontrolling Interests - Property Partnerships		Total Capital		Noncontrolling Interests - Redeemable Partnership Units

Equity, December 31, 2021	1,746	154,799	$	4,173,290	$	(36,662)	$	1,556,553	$	5,693,181	$	2,078,603
Net activity from contributions and unearned compensation	1	30	8,291		—		—		8,291		46,408
Allocated net income for the period	—	—	860,485		—		74,857		935,342		96,780
Distributions	—	—	(614,412)		—		—		(614,412)		(71,714)
Conversion of redeemable partnership units	3	179	6,539		—		—		6,539		(6,539)
Adjustment to reflect redeemable partnership units at redemption value	—	—	865,235		—		—		865,235		(865,235)
Effective portion of interest rate contracts	—	—	—		17,435		—		17,435		1,961
Amortization of interest rate contracts	—	—	—		5,509		576		6,085		622
Contributions from noncontrolling interests in property partnerships	—	—	—		—		849		849		—
Distributions to noncontrolling interests in property partnerships	—	—	—		—		(85,518)		(85,518)		—
Equity, December 31, 2022	1,750	155,008	5,299,428		(13,718)		1,547,317		6,833,027		1,280,886
Net activity from contributions and unearned compensation	5	75	4,321		—		—		4,321		45,895
Allocated net income for the period	—	—	197,223		—		78,661		275,884		22,548
Distributions	—	—	(615,011)		—		—		(615,011)		(73,331)
Conversion of redeemable partnership units	—	102	3,794		—		—		3,794		(3,794)
Adjustment to reflect redeemable partnership units at redemption value	—	—	(76,220)		—		—		(76,220)		76,220
Effective portion of interest rate contracts	—	—	—		(12,927)		—		(12,927)		(1,478)
Amortization of interest rate contracts	—	—	—		5,498		576		6,074		629
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	—	—	160,416		—		84,125		244,541		—
Distributions to noncontrolling interests in property partnerships	—	—	—		—		(69,975)		(69,975)		—
Equity, December 31, 2023	1,755	155,185	4,973,951		(21,147)		1,640,704		6,593,508		1,347,575


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS (in thousands)
	Units		Capital
	General Partner	Limited Partner	Partners’ Capital (General and Limited Partners)		Accumulated Other Comprehensive Loss		Noncontrolling Interests - Property Partnerships		Total Capital		Noncontrolling Interests - Redeemable Partnership Units

Net activity from contributions and unearned compensation	5	82	5,657		—		—		5,657		34,815
Allocated net income for the period	—	—	21,080		—		67,516		88,596		2,400
Distributions	—	—	(617,695)		—		—		(617,695)		(73,485)
Conversion of redeemable partnership units	2	1,146	40,564		—		—		40,564		(40,564)
Adjustment to reflect redeemable partnership units at redemption value	—	—	(105,663)		—		—		(105,663)		105,663
Effective portion of interest rate contracts	—	—	—		8,262		—		8,262		940
Amortization of interest rate contracts	—	—	—		10,813		576		11,389		1,229
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	—	—	74,091		—		302,453		376,544		—
Distributions to noncontrolling interests in property partnerships	—	—	—		—		(77,704)		(77,704)		—
Equity, December 31, 2024	1,762	156,413	$	4,391,985	$	(2,072)	$	1,933,545	$	6,323,458	$	1,378,573

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


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
	Year ended December 31,
	2024		2023		2022
Cash flows from operating activities:
Net income	$	90,996	$	298,432	$	1,032,122
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	880,383		823,805		742,293
Impairment loss	13,615		—		—
Amortization of right of use assets - operating leases	2,262		1,940		2,427
Amortization of sales type lease	(992)		—		—

Non-cash compensation expense	43,949		51,478		52,026
Loss from unconsolidated joint ventures	343,177		239,543		59,840
Distributions of net cash flow from operations of unconsolidated joint ventures	33,861		24,637		26,827
(Gains) losses from investments in securities	(4,416)		(5,556)		6,453
Allowance for current expected credit losses	78		373		(224)
Non-cash portion of interest expense	37,143		30,523		25,831

Other income - assignment fee	—		—		(6,624)
Gains on sales of real estate	(602)		(517)		(441,075)
Gain on sales-type lease	—		—		(10,058)
Unrealized (gain) loss on non-real estate investments	(546)		(239)		150
Change in assets and liabilities:
Tenant and other receivables, net	13,716		(31,470)		(7,621)
Note receivable, net	—		—		(152)
Accrued rental income, net	(97,609)		(99,539)		(98,075)
Prepaid expenses and other assets	(5,384)		(7,336)		20,099
Right of use assets - operating lease	(750)		(25,640)		—
Lease liabilities - operating leases	(202)		(121)		125
Accounts payable and accrued expenses	(2,395)		41,696		(22,777)
Accrued interest payable	(5,647)		29,910		8,989
Other liabilities	12,826		7,267		(24,120)
Tenant leasing costs	(118,962)		(77,666)		(84,057)
Total adjustments	1,143,505		1,003,088		250,277
Net cash provided by operating activities	1,234,501		1,301,520		1,282,399
Cash flows from investing activities:
Acquisitions of real estate	(35,366)		—		(1,320,273)
Construction in progress	(651,346)		(525,963)		(500,273)
Building and other capital improvements	(189,667)		(171,424)		(177,004)
Tenant improvements	(258,312)		(310,925)		(218,685)
Proceeds from sales of real estate	602		517		834,770
Acquisition of real estate upon consolidation of unconsolidated joint ventures (net of cash)	6,086		(13,155)		—
Proceeds from assignment fee	—		—		6,624
Capital contributions to unconsolidated joint ventures	(132,096)		(192,650)		(277,581)
Capital distributions from unconsolidated joint ventures	28,325		32,787		37,122

Investment in non-real estate investments	(2,500)		(2,187)		(2,404)
Issuance of note receivables (including related party)	(3,258)		(12,177)		—


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
	Year ended December 31,
	2024		2023		2022
Proceeds from notes receivable	—		—		10,000
Investments in securities, net	136		1,496		4,902
Net cash used in investing activities	(1,237,396)		(1,193,681)		(1,602,802)
Cash flows from financing activities:
Proceeds from mortgage notes payable	—		600,000		—
Repayments of mortgage notes payable	(4,780)		—		—
Proceeds from unsecured senior notes	849,671		747,727		749,557
Repayment / redemption of unsecured senior notes	(700,000)		(500,000)		—
Borrowings on unsecured line of credit	—		—		985,000
Repayments of unsecured line of credit	—		—		(1,130,000)
Borrowings on unsecured term loan	—		1,200,000		730,000
Payments on finance lease obligations	(12,547)		—		—
Repayment of unsecured term loan	(500,000)		(730,000)		—
Borrowings on commercial paper program	5,363,333		—		—
Repayments on commercial paper program	(4,863,333)		—		—
Deferred financing costs	(12,235)		(19,416)		(8,460)
Net activity from equity transactions	(1,731)		367		(352)
Distributions	(689,870)		(687,809)		(685,019)
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	374,720		227,022		849
Distributions to noncontrolling interests in property partnerships	(77,704)		(69,975)		(85,518)
Net cash provided by (used in) financing activities	(274,476)		767,916		556,057
Net increase (decrease) in cash and cash equivalents and cash held in escrows	(277,371)		875,755		235,654
Cash and cash equivalents and cash held in escrows, beginning of period	1,612,567		736,812		501,158
Cash and cash equivalents and cash held in escrows, end of period	$	1,335,196	$	1,612,567	$	736,812

Reconciliation of cash and cash equivalents and cash held in escrows:
Cash and cash equivalents, beginning of period	$	1,531,477	$	690,333	$	452,692
Cash held in escrows, beginning of period	81,090		46,479		48,466
Cash and cash equivalents and cash held in escrows, beginning of period	$	1,612,567	$	736,812	$	501,158

Cash and cash equivalents, end of period	$	1,254,882	$	1,531,477	$	690,333
Cash held in escrows, end of period	80,314		81,090		46,479
Cash and cash equivalents and cash held in escrows, end of period	$	1,335,196	$	1,612,567	$	736,812

Supplemental disclosures:
Cash paid for interest (net of amounts capitalized)	$	676,067	$	553,989	$	449,903
Interest capitalized	$	41,976	$	42,633	$	52,130

Non-cash investing and financing activities:
Write-off of fully depreciated real estate	$	(112,074)	$	(133,844)	$	(119,534)
Change in real estate included in accounts payable and accrued expenses	$	(50,891)	$	3,668	$	97,586
Right of use assets obtained in exchange for lease liabilities - operating lease	$	30,631	$	141,179	$	—
Right of use assets obtained in exchange for lease liabilities - finance lease	$	—	$	163,056	$	—


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
	Year ended December 31,
	2024		2023		2022
Lease liability - finance lease reversal for re-assessment event	$	(38,491)	$	—	$	—
Right of use asset - finance lease reversal for re-assessment event	$	(28,962)	$	—	$	—
Non-cash contributions from noncontrolling interests in property partnerships, net	$	92,631	$	17,519	$	—
Capitalized operating lease costs	$	30,195	$	12,580	$	—
Construction in progress from prepaid expenses and other assets	$	—	$	25,577	$	—
Investment in unconsolidated joint ventures eliminated upon consolidation	$	(11,834)	$	183,817	$	—
Mortgage notes payable recorded upon consolidation	$	207,093	$	300,000	$	—
Mortgage note payable converted to unsecured term loan	$	100,000	$	—	$	—
Real estate and intangibles recorded upon consolidation	$	(220,015)	$	(490,720)	$	—
Interest rate swaps recorded upon consolidation	$	—	$	(7,337)	$	—
Construction in progress, net deconsolidated	$	—	$	—	$	(11,316)
Investment in unconsolidated joint ventures recorded upon deconsolidation	$	—	$	—	$	11,316
Sales-type lease origination	$	—	$	—	$	13,045
Derecognition of assets in exchange for sales-type lease obligation	$	—	$	—	$	(2,987)
Distributions declared but not paid	$	172,486	$	171,176	$	170,643
Conversions of redeemable partnership units to partners’ capital	$	40,564	$	3,794	$	6,539
Issuance of restricted securities to employees and non-employee directors	$	43,360	$	48,141	$	48,417

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

BXP, INC. AND BOSTON PROPERTIES LIMITED PARTNERSHIP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Organization

BXP is a fully integrated, self-administered and self-managed REIT. BXP is the sole general partner of BPLP, its operating partnership, and at December 31, 2024, owned an approximate 89.7% (89.4% at December 31, 2023) general and limited partnership interest in BPLP. Unless stated otherwise or the context requires, the “Company” refers to BXP and its subsidiaries, including BPLP and its consolidated subsidiaries. Partnership interests in BPLP include:

common units of partnership interest (also referred to as “OP Units”) and
long term incentive units of partnership interest (also referred to as “LTIP Units”)

Unless specifically noted otherwise, all references to OP Units exclude units held by BXP. A holder of an OP Unit may present the OP Unit to BPLP for redemption at any time (subject to restrictions agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, BPLP is obligated to redeem the OP Unit for cash equal to the value of a share of common stock of BXP (“Common Stock”). In lieu of such cash redemption, BXP may elect to acquire the OP Unit for one share of Common Stock. Because the number of shares of Common Stock outstanding at all times equals the number of OP Units that BXP owns, one share of Common Stock is generally the economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the quarterly dividend that may be paid to the holder of a share of Common Stock.

The Company uses LTIP Units as a form of time-based, restricted equity compensation and as a form of performance-based equity compensation for employees, and it has previously granted LTIP Units in the form of (1) 2012 outperformance plan awards (“2012 OPP Units”) and (2) 2013 - 2024 multi-year, long-term incentive program awards (also referred to as “MYLTIP Units”), each of which, upon the satisfaction of certain performance-based and time-based vesting conditions, is convertible into one OP Unit. The three-year measurement periods for the 2012 OPP Units and the 2013 - 2021 MYLTIP Units have ended and BXP’s total stockholder return (“TSR”) was sufficient for employees to earn and therefore become eligible to vest in a portion of the awards. Unless and until they are earned, the rights, preferences and privileges of the 2022 - 2024 MYLTIP Units differ from other LTIP Units granted to employees (including the 2012 OPP Units and the 2013 - 2021 MYLTIP Units, which have been earned). Therefore, unless specifically noted otherwise, all references to LTIP Units exclude the 2022 - 2024 MYLTIP Units. LTIP Units (including the earned 2012 OPP Units and the earned 2013 - 2021 MYLTIP Units), whether vested or not, receive the same quarterly per unit distributions as OP Units, which equal per share dividends on Common Stock (See Notes 10, 15 and 17).

Properties

At December 31, 2024, the Company owned or had joint venture interests in a portfolio of 185 commercial real estate properties (the “Properties”) aggregating approximately 53.3 million net rentable square feet of primarily office properties, including seven properties under construction/redevelopment totaling approximately 2.3 million net rentable square feet. At December 31, 2024, the Properties consisted of:

163 office and life sciences properties (including five properties under construction/redevelopment);
14 retail properties (including one property under construction);
seven residential properties (including one property under construction); and
one hotel.

All references to acres and square feet in the Notes are unaudited.

Basis of Presentation

The accompanying consolidated financial statements are presented using the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”). BXP does not have any other significant assets, liabilities or operations, other than its investment in BPLP, nor does it have employees of its own. BPLP, not BXP, generally executes all significant business relationships other than transactions involving securities of BXP. All majority-owned subsidiaries and joint ventures over which the Company has financial and operating control and variable interest entities (“VIEs”) in which the Company has determined it is the primary beneficiary are included in the consolidated financial statements. All significant intercompany balances

and transactions have been eliminated in consolidation. The Company accounts for all other unconsolidated joint ventures using the equity method of accounting. Accordingly, the Company’s share of the earnings of these joint ventures and companies is included in consolidated net income.

Variable Interest Entities (VIEs)

Consolidated VIEs are those for which the Company is considered to be the primary beneficiary of a VIE. The primary beneficiary is the entity that has a controlling financial interest in the VIE, which is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance and (2) the obligation to absorb losses or the right to receive the returns from the VIE that could potentially be significant to the VIE. The assets of each VIE are only available to satisfy such VIE's respective liabilities. The Company has identified nine entities that are VIEs as of December 31, 2024 and has determined that it is the primary beneficiary for all of these entities as of December 31, 2024.

Consolidated Variable Interest Entities

As of December 31, 2024, BXP has identified nine consolidated VIEs, including BPLP. Excluding BPLP, the consolidated VIEs consisted of (i) the following six in-service properties: 767 Fifth Avenue (the General Motors Building), 7 Times Square (formerly Times Square Tower), 601 Lexington Avenue, Atlantic Wharf Office Building, 100 Federal Street and 300 Binney Street, (ii) 343 Madison Avenue, which is categorized as land held for future development and (iii) 290 Binney Street, which is currently under development.

The Company consolidates these VIEs because it is the primary beneficiary. The third parties’ interests in these consolidated entities (excluding BPLP’s interest) are reflected as noncontrolling interests in property partnerships in the accompanying consolidated financial statements (See Note 10).

In addition, BXP’s only significant asset is its investment in BPLP and, consequently, substantially all of BXP’s assets and liabilities are the assets and liabilities of BPLP.

Variable Interest Entities Not Consolidated

As of December 31, 2024, the Company does not have any unconsolidated joint ventures that are classified as VIEs.

2. Summary of Significant Accounting Policies

Real Estate

Upon acquisitions of real estate, the Company assesses whether the transaction should be accounted for as an asset acquisition or as a business combination by applying a screen to determine whether the integrated set of assets and activities acquired meets the definition of a business. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. The Company’s acquisitions of real estate or in-substance real estate generally will not meet the definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay.

The Company assesses the fair value of acquired tangible and intangible assets (including land, buildings, tenant improvements, “above-” and “below-market” leases, leasing and assumed financing origination costs, acquired in-place leases, other identified intangible assets and assumed liabilities (including ground leases)) and allocates the purchase price to the acquired assets and assumed liabilities, including land and buildings as if vacant. The Company assesses fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.

The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. The Company also considers an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not limited to) the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease

renewals. Based on its acquisitions to date, the Company’s allocation to customer relationship intangible assets has been immaterial.

The Company records acquired “above-” and “below-market” leases at their fair values (using a discount rate which reflects the risks associated with the leases acquired) equal to the difference between (1) the contractual amounts to be paid pursuant to each in-place lease and (2) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. Acquired “above-” and “below-market” lease values have been reflected within Prepaid Expenses and Other Assets and Other Liabilities, respectively, in the Company’s Consolidated Balance Sheets. Other intangible assets acquired include amounts for in-place lease values that are based on the Company’s evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related expenses.

Management reviews its long-lived assets for indicators of impairment following the end of each quarter and when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. This evaluation of long-lived assets is dependent on a number of factors, including when there is an event or adverse change in the operating performance of the long-lived asset or a current expectation that, it is more likely than not, that a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life or hold period. An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value. The evaluation of anticipated cash flows is subjective and is based in part on assumptions regarding anticipated hold periods, future occupancy, future rental rates, future capital requirements, discount rates and capitalization rates. Any or all of such assumptions could differ materially from actual results in future periods. Because cash flows on properties considered to be “long-lived assets to be held and used” are considered on an undiscounted basis to determine whether an asset may be impaired, the Company’s established strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss. If the Company’s hold strategy changes or market conditions otherwise dictate a shorter hold, an impairment loss may be recognized, and such loss could be material. If the Company determines that an impairment has occurred, the affected assets must be reduced to their fair value. At March 31, 2024, the Company evaluated the expected hold period for a portion of its Shady Grove property, consisting of 2 Choke Cherry Road, 2094 Gaither Road and a land parcel, located in Rockville, Maryland. Based on a shorter-than-expected hold period, the Company reduced the carrying value of a portion of the property that the Company anticipates selling to a third-party developer to its estimated fair value at March 31, 2024. As a result, each of BXP and BPLP recognized an impairment loss of approximately $13.6 million during the year ended December 31, 2024 (See Note 3).

Guidance in Accounting Standards Codification (“ASC”) 360 “Property Plant and Equipment” requires that qualifying assets and liabilities and the results of operations that have been sold, or otherwise qualify as “held for sale,” be presented as discontinued operations in all periods presented if the property operations are expected to be eliminated and the Company will not have significant continuing involvement following the sale. Discontinued operations presentation applies only to disposals representing a strategic shift that has (or will have) a major effect on an entity’s operations and financial results (e.g., a disposal of a major geographical area, a major line of business, a major equity method investment or other major parts of an entity). The components of the property’s net income that are reflected as discontinued operations include the net gain (or loss) upon the disposition of the property held for sale, operating results, depreciation and interest expense (if the property is subject to a secured loan). The Company generally considers assets to be “held for sale” when the transaction has been approved by BXP’s Board of Directors, or a committee thereof, and there are no known significant contingencies relating to the sale, such that a sale of the property within one year is considered probable. Following the classification of a property as “held for sale,” no further depreciation is recorded on the assets, and the asset is written down to the lower of carrying value or fair market value, less cost to sell.

Real estate is stated at depreciated cost. A variety of costs are incurred in the acquisition, development and leasing of properties. The cost of buildings and improvements includes the purchase price of property, legal fees and other acquisition costs. The Company capitalizes acquisition costs that it incurs to effect an asset acquisition and expenses acquisition costs that it incurs to effect a business combination, including legal, due diligence and other closing related costs. Costs directly related to the development of properties are capitalized. Capitalized

development costs include interest, internal wages, property taxes, insurance, and other project costs incurred during the period of development. After the determination is made to capitalize a cost, it is allocated to the specific component of the project that benefited from the investment. Determination of when a development project commences and capitalization begins, and when a development project is substantially complete and held available for occupancy and capitalization must cease, involves a degree of judgment. The Company’s capitalization policy on development properties follows the guidance in ASC 835-20 “Capitalization of Interest” and ASC 970 “Real Estate-General.” The costs of land and buildings under development include specifically identifiable costs.

Capitalized costs include pre-construction costs necessary to the development of the property, development costs (including architectural, engineering and design costs), construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. The Company begins the capitalization of costs during the pre-construction period, which it defines as activities that are necessary for the development of the property. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of tenant improvements, but no later than one year from cessation of major construction activity. The Company ceases capitalization on the portion (1) substantially completed, (2) occupied or held available for occupancy, and capitalizes only those costs associated with the portion under construction or (3) if activities necessary for the development of the property have been suspended. Interest costs capitalized for the years ended December 31, 2024, 2023 and 2022 were approximately $42.0 million, $42.6 million and $52.1 million, respectively. Salaries and related costs capitalized for the years ended December 31, 2024, 2023 and 2022 were approximately $17.2 million, $16.1 million and $16.1 million, respectively.

Expenditures for repairs and maintenance are charged to operations as incurred. Significant betterments are capitalized. When assets are sold or retired, their costs and related accumulated depreciation are removed from the accounts with the resulting gains or losses reflected in net income or loss for the period.

The Company computes depreciation and amortization on properties using the straight-line method based on estimated useful asset lives. The Company allocates the acquisition cost of real estate to its components and depreciates or amortizes these assets (or liabilities) over their useful lives. The amortization of acquired “above-” and “below-market” leases and acquired in-place leases is recorded as an adjustment to revenue and depreciation and amortization, respectively, in the Consolidated Statements of Operations.

Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows:


Land improvements						25 to 40 years
Buildings and improvements						10 to 40 years
Tenant improvements						Shorter of useful life or terms of related lease
Furniture, fixtures, and equipment						3 to 10 years

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and investments with maturities of three months or less from the date of purchase. The majority of the Company’s cash and cash equivalents are held at major commercial banks which may at times exceed the Federal Deposit Insurance Corporation limit of $250,000.

Cash Held in Escrows

Escrows include amounts established pursuant to various agreements for security deposits, property taxes, insurance and other costs. Escrows also include cash held by qualified intermediaries for possible investments in like-kind exchanges in accordance with Section 1031 of the Internal Revenue Code, as amended (the “Code”), in connection with sales of the Company’s properties.

Investments in Securities

The Company accounts for investments in equity securities at fair value, with gains or losses resulting from changes in fair value recognized currently in earnings. The Company maintains deferred compensation plans that are designed to allow officers and non-employee directors of BXP to defer a portion of the officer’s current income or the non-employee director’s current compensation on a pre-tax basis and receive a tax-deferred return on these deferrals based on the performance of specific investments selected by the officer or non-employee director. The Company’s obligation under the plans is that of an unsecured promise to pay the deferred compensation to the plan participants in the future. At December 31, 2024 and 2023, the Company had maintained approximately $39.4

million and $36.1 million, respectively, in separate accounts, that are not restricted as to their use. The Company recognized gains (losses) of approximately $4.4 million, $5.6 million and $(6.5) million on its investments in the accounts associated with the Company’s deferred compensation plans during the years ended December 31, 2024, 2023 and 2022, respectively.

The Company follows ASC 320, ”Investment–Debt and Equity Securities” (“ASC 320”) which requires that debt and equity securities be classified into one of three categories: held to maturity, trading securities or available for sale. At December 31, 2023, the Company had outstanding three-month United States Treasury Bills with a maturity date of January 30, 2024 that were classified as held to maturity because the Company determined that it had the positive intent and ability to hold to maturity. Because these securities were considered a short-term investment, they are reflected at amortized cost within Cash and Cash Equivalents on the Consolidated Balance Sheets. At December 31, 2023, the amortized cost of these securities was approximately $302.7 million. There were no such securities outstanding at December 31, 2024.

Non-Real Estate Investments

The Company measures its investments in non-real estate investments, which are primarily environmentally focused investment funds, at the readily determinable fair value of the investment. Changes in the fair value of these non-real estate investments are included in unrealized gain (loss) on non-real estate investments on the Consolidated Statements of Operations. The Company’s investment in non-real estate investments is shown within Prepaid and Other Assets in the Consolidated Balance Sheets and was approximately $7.1 million and $4.6 million at December 31, 2024 and 2023, respectively. The Company recognized a net unrealized gain (loss) of approximately $0.5 million, $0.2 million and $(0.2) million for the years ended December 31, 2024, 2023 and 2022, respectively, due to the observable changes in fair value.

Tenant and Other Receivables

Tenant and other accounts receivable, other than accrued rents receivable, are expected to be collected within one year.

Notes Receivables

The Company accounts for notes receivables at their unamortized cost, net of any unamortized deferred fees or costs, premiums or discounts and an allowance for credit losses. Loan fees and direct costs associated with loans originated by the Company are deferred and amortized using the effective interest method over the term of the note as interest income.

Deferred Charges

Deferred charges include leasing costs and certain financing fees. Leasing costs include acquired intangible in-place lease values and direct and incremental fees and costs incurred in the successful negotiation of leases, including brokerage and other costs which have been deferred and are being amortized on a straight-line basis over the terms of the respective leases. Unamortized leasing costs are charged to expense upon the early termination of the lease. Fully amortized deferred leasing costs are removed from the books upon the expiration of the lease. Financing fees included in deferred charges consist of external fees and costs incurred to obtain the Company’s revolving facility and commercial paper and if applicable, unsecured term loans and construction financing arrangements where there are not sufficient amounts outstanding to report the fees net of the debt liability. Such financing costs have been deferred and are being amortized over the terms of the respective financing and included within interest expense. Unamortized financing costs are charged to expense upon the early repayment or significant modification of the financing. Fully amortized deferred financing costs are removed from the books upon the maturity of the debt.

External fees and costs incurred to obtain mortgage financings and unsecured senior notes have been deferred and are presented as direct deductions from the carrying amounts of the corresponding debt liability. Such financing costs are being amortized over the terms of the respective financing and included within interest expense. Unamortized financing costs are charged to expense upon the early repayment or significant modification of the financing.

Investments in Unconsolidated Joint Ventures

The Company consolidates VIEs in which it is considered to be the primary beneficiary. VIEs are entities in which the equity investors do not have sufficient equity at risk to finance their endeavors without additional financial support or that the holders of the equity investment at risk do not have substantive participating rights. The primary beneficiary is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the variable interest entity’s performance, and (2) the obligation to absorb losses and the right to receive the returns from the variable interest entity that could potentially be significant to the VIE. For ventures that are not VIEs, the Company consolidates entities for which it has significant decision making control over the ventures’ operations. The Company’s judgment with respect to its level of influence or control of an entity involves the consideration of various factors including the form of the Company’s ownership interest, its representation in the entity’s governance, the size of its investment (including loans), estimates of future cash flows, its ability to participate in policy making decisions and the rights of the other investors to participate in the decision making process and to replace the Company as manager and/or liquidate the venture, if applicable. The Company’s assessment of its influence or control over an entity affects the presentation of these investments in the Company’s consolidated financial statements. In addition to evaluating control rights, the Company consolidates entities in which the outside partner has no substantive kick-out rights to remove the Company as the managing member.

Accounts of the consolidated entity are included in the accounts of the Company and the noncontrolling interest is reflected on the Consolidated Balance Sheets as a component of equity or in temporary equity between liabilities and equity. Investments in unconsolidated joint ventures are recorded initially at cost, and subsequently adjusted for equity in earnings and cash contributions and distributions. Any difference between the carrying amount of these investments on the balance sheet and the underlying equity in net assets is amortized as an adjustment to equity in earnings of unconsolidated joint ventures over the life of the related asset. Under the equity method of accounting, the net equity investment of the Company is reflected within the Consolidated Balance Sheets, and the Company’s share of net income or loss from the joint ventures is included within the Consolidated Statements of Operations. The joint venture agreements may designate different percentage allocations among investors for profits and losses; however, the Company’s recognition of joint venture income or loss generally follows the joint venture’s distribution priorities, which may change upon the achievement of certain investment return thresholds. The Company may account for cash distributions in excess of its investment in an unconsolidated joint venture as income when the Company is not the general partner in a limited partnership and when the Company has neither the requirement nor the intent to provide financial support to the joint venture. The Company classifies distributions received from equity method investees within its Consolidated Statements of Cash Flows using the nature of the distribution approach, which classifies the distributions received on the basis of the nature of the activity or activities of the investee that generated the distribution as either a return on investment (classified as cash inflows from operating activities) or a return of investment (classified as cash inflows from investing activities).

The Company’s investments in unconsolidated joint ventures are reviewed for indicators of impairment on a quarterly basis and the Company records impairment charges when events or circumstances change indicating that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary. This evaluation of the investments in unconsolidated joint ventures is dependent on a number of factors, including the performance of each investment and market conditions. The Company will record an impairment charge if it determines that a decline in the fair value below the carrying amount of an investment in an unconsolidated joint venture is other-than-temporary. The fair value is calculated using discounted cash flows which is subjective and considers assumptions regarding future occupancy, future rental rates, future capital requirements, debt interest rates and availability, discount rates and capitalization rates that could differ materially from actual results in future periods. During the years ended December 31, 2024, 2023 and 2022, the Company recognized an other-than-temporary impairment loss on its investments in three, four and one joint ventures, respectively, totaling approximately $341.3 million, $272.6 million and $50.7 million, respectively. For a description of the other-than-temporary impairment loss for the year ended December 31, 2024, see Note 6.

To the extent that the Company contributed assets to a joint venture, the Company’s investment in the joint venture was recorded at the Company’s fair value basis in the assets that were contributed to the joint venture. To the extent that the Company’s fair value basis is different than the basis reflected at the joint venture level, the basis difference is amortized over the life of the related asset and included in the Company’s share of equity in net income of the joint venture. In accordance with the provisions of ASC 610-20 “Gains and Losses from the Derecognition of Nonfinancial Assets” (“ASC 610-20”), the Company will recognize a full gain on both the retained and sold portions

of real estate contributed or sold to a joint venture by recognizing its new equity method investment interest at fair value.

The combined summarized financial information of the unconsolidated joint ventures is disclosed in Note 6.

Revenue Recognition

In general, the Company commences lease/rental revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. Contractual lease/rental revenue is reported on a straight-line basis over the terms of the respective leases. Therefore, the Company recognizes non-cash revenue each reporting period (i.e., the sum of all contractual lease/rental payments due over the term of the lease divided by the number of years in the term). The impact of the straight-line rent adjustment increased revenue by approximately $105.6 million, $99.1 million and $108.0 million for the years ended December 31, 2024, 2023 and 2022, respectively, as the lease/rental revenue recorded exceeded amounts billed. Accrued rental income, as reported on the Consolidated Balance Sheets, represents cumulative lease/rental income earned in excess of rent payments received pursuant to the terms of the individual lease agreements.

The Company must estimate the collectability of its accrued rent and accounts receivable balances related to lease revenue. When evaluating the collectability of tenants’ accrued rent and accounts receivable balances, management considers tenants’ creditworthiness, public statements made by the tenant, current economic trends and changes in tenants’ payment patterns, on a lease-by-lease basis. The Company writes-off the tenant’s receivable balance, including the accrued rent receivable, if the Company considers the balances no longer probable of collection. In addition, tenants in bankruptcy are analyzed and considerations are made in connection with the expected recovery of pre-petition and post-petition claims. If the Company deems the balances no longer probable of collection, the Company writes them off and ceases recognizing lease income, including straight-line rent, unless cash is received. Following a write-off, if (1) the Company subsequently determines that it is probable it will collect substantially all the remaining lessee’s lease payments under the lease term and (2) the lease has not been modified since the write-off, the Company will then reinstate the accrued rent and accounts receivable write-offs, adjusting for the amount related to the period when the lease payments were considered not probable of collection. If the Company’s estimates of collectability differs from the cash received, then the timing and amount of the Company’s reported revenue could be impacted. The credit risk is mitigated by the high quality of the Company’s existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of the Company’s portfolio to identify potential problem tenants.

The Company recognizes acquired in-place “above-” and “below-market” leases at their fair values as rental revenue over the original term of the respective leases. Acquired “above-” and “below-market” lease values have been reflected within Prepaid Expenses and Other Assets and Other Liabilities, respectively, on the Company’s Consolidated Balance Sheets. The impact of the acquired in-place “above-” and “below-market” leases increased revenue by approximately $5.5 million, $19.2 million and $9.1 million for the years ended December 31, 2024, 2023 and 2022, respectively. The following table summarizes the scheduled amortization of the Company’s acquired “above-” and “below-market” lease intangibles for each of the five succeeding years (in thousands).


	Acquired Above-Market Lease Intangibles		Acquired Below-Market Lease Intangibles
2025	$	2,328	$	9,982
2026	1,236		8,862
2027	928		5,648
2028	781		2,419
2029	729		914

Recoveries from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, are recognized as revenue in the period during which the expenses are incurred (See “Leases” below). The Company receives reimbursements of payroll and payroll-related costs from unconsolidated joint venture entities and third-party property owners in connection with management services contracts which the Company reflects on a gross basis instead of on a net basis as the Company has determined that it is the principal and not the agent under these arrangements in accordance with the guidance in ASC 606 “Revenue from Contracts with Customers” (“ASC 606”).

The Company’s parking revenue is derived primarily from monthly and transient daily parking. In addition, the Company has certain lease arrangements for parking accounted for under the guidance in ASC 842 “Leases” (“ASC 842”). The monthly and transient daily parking revenue falls within the scope of ASC 606 and is accounted for at the point in time when control of the goods or services transfers to the customer and the Company’s performance obligation is satisfied.

Revenue from the Company’s View Boston observatory at The Prudential Center (which is included within Parking and Other Revenue on the Consolidated Statement of Operations) is derived from ticket, special event, food and beverage and merchandise sales. The revenue is recognized when the ticket is used by the purchaser or the special event occurs and when the food and beverage and merchandise are sold.

The Company’s hotel revenue is derived from room rentals and other sources such as charges to guests for telephone service, movie and vending commissions, meeting and banquet room revenue and laundry services. Hotel revenue is recognized as the hotel rooms are occupied and the services are rendered to the hotel customers.

The Company earns management and development fees. Development and management services revenue is earned from unconsolidated joint venture entities and third-party property owners. The Company determined that the performance obligations associated with its development services contracts are satisfied over time and that the Company would recognize its development services revenue under the output method evenly over time from the development commencement date through the substantial completion date of the development management services project due to the stand-ready nature of the contracts. Significant judgments impacting the amount and timing of revenue recognized from the Company’s development services contracts include estimates of total development project costs from which the fees are typically derived and estimates of the period of time until substantial completion of the development project, the period of time over which the development services are required to be performed. The Company recognizes development fees earned from unconsolidated joint venture projects equal to its cost plus profit to the extent of the third party partners’ ownership interest. Property management fees are recorded and earned based on a percentage of collected rents at the properties under management, and not on a straight-line basis, because such fees are contingent upon the collection of rents.

Gains on sales of real estate are recognized pursuant to the provisions included in ASC 610-20. Under ASC 610-20, the Company must first determine whether the transaction is a sale to a customer or non-customer. The Company typically sells real estate on a selective basis and not within the ordinary course of its business and therefore expects that its sale transactions will not be contracts with customers. The Company next determines whether it has a controlling financial interest in the property after the sale, consistent with the consolidation model in ASC 810 “Consolidation” (“ASC 810”). If the Company determines that it does not have a controlling financial interest in the real estate, it evaluates whether a contract exists under ASC 606 and whether the buyer has obtained control of the asset that was sold. The Company recognizes a full gain on sale of real estate when the derecognition criteria under ASC 610-20 have been met.

Leases

Lessee

For leases in which the Company is the lessee (generally ground leases), in accordance with ASC 842 the Company recognizes a right-of-use asset and a lease liability. The Company made the policy election to not apply the requirements of ASC 842 to short-term leases. This policy election is made by class of underlying assets and as described below, the Company considers real estate to be a class of underlying assets, and will not be further delineating it into specific uses of the real estate asset as the risk profiles are similar in nature. For operating leases, the Company will recognize the lease payments it pays in net income on a straight-line basis over the lease term. For finance leases, the Company will recognize interest expense.

The lease liability is equal to the present value of the minimum lease payments in accordance with ASC 842. The Company will use its incremental borrowing rate (“IBR”) to determine the net present value of the minimum lease payments. In order to determine the IBR, the Company utilized a market-based approach to estimate the incremental borrowing rate for each individual lease. The approach required significant judgment. Therefore, the Company utilized different data sets to estimate base IBRs via an analysis of the following weighted-components:

the interpolated rates from yields on outstanding U.S. Treasury issuances for up to 30 years and for years 31 and beyond, longer-term publicly traded educational institution debt issued by high credit quality educational institutions with maturity dates exceeding 31 years,
observable mortgage rates spread over U.S. Treasury issuances, and
unlevered property yields and discount rates.

The Company then applied adjustments to account for considerations related to term and interpolated the IBR.

Lessor

Operating Leases

The Company leases primarily office, life sciences, retail and residential space to tenants. These leases may contain extension and termination options that are predominately at the sole discretion of the tenant, provided certain conditions are satisfied. In a few instances, the leases also provide the tenants with options to purchase the underlying asset, which would be exercisable at fair market value. Also, certain of the Company’s retail leases include rental payments that are based on a percentage of the tenant sales in excess of contractual amounts.

Per ASC 842, lessors do not need to separate nonlease components from the associated lease component if certain criteria are met for each class of underlying assets. The guidance in ASC 842 defines “underlying asset” as “an asset that is the subject of a lease for which a right to use that asset has been conveyed to a lessee. The underlying asset could be a physically distinct portion of a single asset.” The Company considers real estate assets as a class of underlying assets and will not be further delineating it into specific uses of the real estate asset as the risk profiles are similar in nature.

Lease components are elements of an arrangement that provide the customer with the right to use an identified asset. Nonlease components are distinct elements of a contract that are not related to securing the use of the leased asset and revenue is recognized in accordance with ASC 606. The Company considers common area maintenance (CAM) and service income associated with tenant work orders to be nonlease components because they represent delivery of a separate service but are not considered a cost of securing the identified asset. In the case of the Company’s business, the identified asset would be the leased real estate (office, life sciences, retail or residential).

The Company assessed and concluded that the timing and pattern of transfer for nonlease components and the associated lease component are the same. The Company determined that the predominant component was the lease component and as such its leases will continue to qualify as operating leases and the Company has made a 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.

Recoveries from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, are recognized as revenue in the period during which the expenses are incurred. The Company recognizes these reimbursements on a gross basis, as the Company obtains control of the goods and services before they are transferred to the tenant.

In addition, in accordance with ASC 842, lessors will only capitalize incremental direct leasing costs.

Sales-Type Leases

Sales-type lease receivables are recognized when a lease qualifies as a sales-type lease. The sales-type lease receivable is initially measured at the present value of the fixed and determinable lease payments, including any guaranteed or unguaranteed residual value of the asset at the end of the lease, discounted at the rate implicit in the lease. The Company evaluates its sales-type lease receivable for impairment under the current expected credit loss standard. Interest income is recognized under the effective interest method. The effective interest method produces a constant yield on the sales-type lease receivable over the term of the lease. Income from these leases are classified as Lease Revenue within the Consolidated Statement of Operations.

Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income available, as adjusted for undistributed earnings (if any) of certain securities issued by BPLP, by the weighted average number of shares of Common Stock outstanding during the year. Diluted EPS reflects the potential dilution that could occur from shares issuable in connection with awards under stock-based compensation plans, including upon the exercise of stock options, and securities of BPLP that are exchangeable for Common Stock.

Earnings Per Common Unit

Basic earnings per common unit is computed by dividing net income available, as adjusted for undistributed earnings (if any) of certain securities issued by BPLP, by the weighted average number of common units outstanding during the year. Diluted earnings per common unit reflects the potential dilution that could occur from units issuable in connection with awards under BXP’s stock-based compensation plans, including upon the exercise of stock options, and conversion of preferred units of BPLP.

Fair Value of Financial Instruments

The Company follows the authoritative guidance for fair value measurements when valuing its financial instruments for disclosure purposes. The table below presents for December 31, 2024 and December 31, 2023, the financial instruments that are being valued for disclosure purposes, as well as the Level at which they are categorized as defined in ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”).


Financial Instrument			Level
3-Month United States treasury bills			Level 1
Unsecured commercial paper			Level 1
Investment in securities (1)			Level 1
Unsecured senior notes (2)			Level 1
Related party note receivable			Level 3
Notes receivable			Level 3
Sales-type lease receivable			Level 3
Mortgage notes payable			Level 3
Unsecured line of credit			Level 3
Unsecured term loan			Level 3

(1)See “Investments in Securities” policy above, in this Note 2, for information on its fair values.

(2)If trading volume for the period is low, the valuation could be categorized as Level 2.

Because the Company’s valuations of its financial instruments are based on the above Levels and involve the use of estimates, the actual fair values of its financial instruments may differ materially from those estimates. In addition, the Company’s estimated fair values for these instruments as of the end of the applicable reporting period are not projections of, nor necessarily indicative of, estimated or actual fair values in future reporting periods.

At December 31, 2023, the Company had outstanding three-month United States Treasury Bills with a maturity date of January 30, 2024, that were classified as held to maturity because the Company determined that it had the positive intent and ability to hold to maturity. Because these securities are considered short-term investments, they are reflected at amortized cost within Cash and Cash Equivalents on the Consolidated Balance Sheets. At December 31, 2023, the amortized cost of these securities were approximately $302.7 million.

At December 31, 2024, the Company had $500.0 million outstanding under its unsecured commercial paper program (See Note 7). Due to their short-term maturity and stated interest rates at approximate current market rates, the fair value of outstanding commercial paper borrowings approximates the Company's carrying amount at December 31, 2024.

The Company’s investment in non-real estate investments is shown within Prepaid and Other Assets on the Consolidated Balance Sheets and was approximately $7.1 million and $4.6 million at December 31, 2024 and 2023, respectively. The non-real estate investments utilize net asset value as a practical expedient.

Non-Recurring Fair Value

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


	December 31, 2024				December 31, 2023
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
3-Month United States Treasury Bills (1)	$	—	$	—	$	302,746	$	302,746

Related party note receivable, net	$	88,779	$	89,213	$	88,779	$	90,593
Note receivable, net	4,947		6,187		1,714		1,677
Sales-type lease receivable, net	14,657		13,632		13,704		13,338
Total	$	108,383	$	109,032	$	104,197	$	105,608

Mortgage notes payable, net	$	4,276,609	$	3,808,095	$	4,166,379	$	3,705,513
Unsecured senior notes, net	10,645,077		10,005,606		10,491,617		9,697,393
Unsecured line of credit	—		—		—		—
Unsecured term loan, net	798,813		799,580		1,198,301		1,196,945
Unsecured commercial paper	500,000		500,000		—		—
Total	$	16,220,499	$	15,113,281	$	15,856,297	$	14,599,851

(1) Per the guidance in ASC 326, the Company concluded that the risk of nonpayment is nonexistent because the U.S. Government has a long history with no credit losses and therefore, no credit loss allowance was recorded.

Recurring Fair Value

In addition to the financial instruments noted above, the Company uses interest rate swap agreements to manage its interest rate risk (See Note 8). The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. The Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The fair value of the Company’s interest rate swap agreements is shown within Prepaid and Other Assets or Other Liabilities on the Consolidated Balance Sheets.

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


Fair value						December 31, 2024						December 31, 2023
Interest rate swaps						$	5,252					$	1,976

Derivative Instruments and Hedging Activities

Derivative instruments and hedging activities require management to make judgments on the nature of its derivatives and their effectiveness as hedges. These judgments determine if the changes in fair value of the derivative instruments are reported in the Consolidated Statements of Operations as a component of net income or as a component of comprehensive income and as a component of equity on the Consolidated Balance Sheets. While management believes its judgments are reasonable, a change in a derivative’s effectiveness as a hedge could materially affect expenses, net income and equity. In general, the Company accounts for both the effective and ineffective portions of changes in the fair value of a derivative in other comprehensive income (loss) and subsequently reclassifies the fair value of the derivative to earnings over the term that the hedged transaction affects earnings and in the same line item as the hedged transaction within the statements of operations.

During the year ended December 31, 2023, to satisfy a lender requirement, the Company entered into two agreements with the same third-party to purchase and sell a $600.0 million interest rate cap. The Company did not elect hedge accounting and as such any change in market value will be recognized in the Consolidated Statement of Operations. The Company recognized a loss from interest rate contracts of approximately $79,000 for the year ended December 31, 2023 due to the observable changes in fair value of these derivatives. The Company did not recognize any losses during the year ended December 31, 2024.

Stock-Based Employee Compensation Plans

At December 31, 2024, the Company had a stock-based employee compensation plan. The Company accounts for the plan under the guidance in ASC 718 “Compensation – Stock Compensation” (“ASC 718”), which revised the fair value based method of accounting for share-based payment liabilities, forfeitures and modifications of stock-based awards and clarified previous guidance in several areas, including measuring fair value, classifying an award as equity or as a liability and attributing compensation cost to reporting periods.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates include such items as depreciation and allowances for doubtful accounts. Actual results could differ from those estimates.

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

BXP

Equity Offering Costs

Underwriting commissions and offering costs have been reflected as a reduction of additional paid-in capital.

Treasury Stock

BXP’s share repurchases are reflected as treasury stock utilizing the cost method of accounting and are presented as a reduction to consolidated stockholders’ equity.

Dividends

Earnings and profits, which determine the taxability of dividends to stockholders, will differ from income reported for financial reporting purposes due to the differences for federal income tax purposes in the treatment of gains/losses on the sale of real property, revenue and expense recognition, compensation expense, and in the estimated useful lives and basis used to compute depreciation.

The tax treatment of common dividends per share for federal income tax purposes is as follows:


	For the year ended December 31,
	2024					2023					2022
	Per Share			%		Per Share			%		Per Share			%
Ordinary income	$	3.22		88.29	%	$	3.04		72.98	%	$	3.42		86.60	%
Capital gain income	0.03			0.79	%	1.12			27.02	%	0.53			13.40	%
Return of capital	0.40			10.92	%	—			—	%	—			—	%
Total	$	3.65	(1)	100.00	%	$	4.16	(2)	100.00	%	$	3.95	(3)	100.00	%

(1)The fourth quarter 2024 regular quarterly dividend was $0.98 per common share, all of which were allocable to 2025.

(2)The fourth quarter 2023 regular quarterly dividend was $0.98 per common share, of which approximately $0.27 per common share was allocated to 2023 and approximately $0.71 per common share was allocated to 2024.

(3)The fourth quarter 2022 regular quarterly dividend was $0.98 per common share, of which approximately $0.03 per common share was allocated to 2022 and approximately $0.95 per common share was allocated to 2023.

Income Taxes

BXP has elected to be treated as a REIT under Sections 856 through 860 of the Code, commencing with its taxable year ended December 31, 1997. As a result, it generally will not be subject to federal corporate income tax on its taxable income that is distributed to its stockholders. A REIT is subject to a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its annual taxable income (with certain adjustments). BXP’s policy is to distribute at least 100% of its taxable income. Accordingly, the only provision for federal income taxes in the accompanying consolidated financial statements relates to BXP’s consolidated taxable REIT subsidiaries. BXP’s taxable REIT subsidiaries did not have significant tax provisions or deferred income tax items. BXP has no uncertain tax positions recognized as of December 31, 2024 and 2023. At December 31, 2024, BXP’s tax returns for 2021 and subsequent years remain subject to examination by the major tax jurisdictions under the statute of limitations.

The Company owns a hotel property that it leases to one of its taxable REIT subsidiaries and that is managed by Marriott International, Inc. The hotel taxable REIT subsidiary, a wholly owned subsidiary of BPLP, is the lessee pursuant to the lease for the hotel property. As lessor, BPLP is entitled to a percentage of gross receipts from the hotel property. Marriott International, Inc. continues to manage the hotel property under the Marriott name and under terms of a management agreement. The hotel taxable REIT subsidiary is subject to tax at the federal and state level and, accordingly, if applicable, BXP has recorded a tax provision in its Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022.

Certain entities included in BXP’s consolidated financial statements are subject to certain state and local taxes. These taxes are recorded as operating expenses in the accompanying consolidated financial statements.

BPLP

Income Taxes

The partners are required to report their respective share of BPLP’s taxable income or loss on their respective tax returns and are liable for any related taxes thereon. Accordingly, the only provision for federal income taxes in the accompanying consolidated financial statements relates to BPLP’s consolidated taxable REIT subsidiaries. BPLP’s taxable REIT subsidiaries did not have significant tax provisions or deferred income tax items. BPLP has no uncertain tax positions recognized as of December 31, 2024 and 2023. At December 31, 2024, BPLP’s tax returns for 2021 and subsequent years remain subject to examination by the major tax jurisdictions under the statute of limitations.

The Company owns a hotel property which is managed through a taxable REIT subsidiary. The hotel taxable REIT subsidiary, a wholly owned subsidiary of BPLP, is the lessee pursuant to the lease for the hotel property. As lessor, BPLP is entitled to a percentage of gross receipts from the hotel property. Marriott International, Inc. continues to manage the hotel property under the Marriott name and under terms of a management agreement. The hotel taxable REIT subsidiary is subject to tax at the federal and state level and, accordingly, if applicable, BPLP has recorded a tax provision in its Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022.

Certain entities included in BPLP’s consolidated financial statements are subject to certain state and local taxes. These taxes are recorded as operating expenses in the accompanying consolidated financial statements.

Adopted New Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 improves reportable segment disclosure requirements for public business entities primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit (referred to as the “significant expense principle”). ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this accounting standard on January 1, 2024. While the adoption has no impact on the Company’s Consolidated Financial Statements, it has resulted in incremental disclosures within the Notes to the Company’s Consolidated Financial Statements (See Note 12).

In August 2023, the FASB issued ASU 2023-05, “Business Combinations - Joint Venture Formations (Subtopic 805-60)” (“ASU 2023-05”). ASU 2023-05 is intended to (1) address accounting for contributions made to a joint venture upon formation and (2) reduce diversity in practice. This ASU will apply to joint ventures that meet the definition of a corporate joint venture under GAAP, thus limiting its scope to joint ventures not controlled and therefore not consolidated by any joint venture investor. This accounting standard is effective for joint ventures with a formation date on or after January 1, 2025. The Company adopted this ASU on January 1, 2025.

Newly Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)” (“ASU 2024-03”): ASU 2024-03 will require entities to provide enhanced disclosures related to certain expense categories included in income statement captions. The ASU aims to increase transparency and provide investors with more detailed information about the nature of expenses reported on the face of the income statement. The new standard does not change the requirements for the presentation of expenses on the face of the income statement. Under this ASU, entities are required to disaggregate, in a tabular format, expense captions presented on the face of the income statement — excluding earnings or losses from equity method investments — if they include any of the following expense categories: purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation or depletion. For any remaining items within each relevant expense caption, entities must provide a qualitative description of the nature of those expenses. The new ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact that ASU 2024-03 may have on the Company’s Consolidated Financial Statements and footnotes.

3. Real Estate

BXP

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


	December 31, 2024		December 31, 2023
Land	$	5,318,724	$	5,251,224
Right of use assets - finance leases (1)	372,922		401,680
Right of use assets - operating leases (1)	334,767		324,298
Land held for future development (2)	714,050		697,061
Buildings and improvements	17,149,702		16,607,756
Tenant improvements	3,866,371		3,592,172
Furniture, fixtures and equipment	57,136		53,716
Construction in progress	764,640		547,280
Total	28,578,312		27,475,187
Less: Accumulated depreciation	(7,528,057)		(6,881,728)
	$	21,050,255	$	20,593,459

(1)See Note 4.

(2)Includes pre-development costs.

BPLP

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


	December 31, 2024		December 31, 2023
Land	$	5,224,015	$	5,156,515
Right of use assets - finance leases (1)	372,922		401,680
Right of use assets - operating leases (1)	334,767		324,298
Land held for future development (2)	714,050		697,061
Buildings and improvements	16,878,146		16,336,200
Tenant improvements	3,866,371		3,592,172
Furniture, fixtures and equipment	57,136		53,716
Construction in progress	764,640		547,280
Total	28,212,047		27,108,922
Less: Accumulated depreciation	(7,397,882)		(6,758,361)
	$	20,814,165	$	20,350,561

(1)See Note 4.

(2)Includes pre-development costs.

Acquisitions

On January 8, 2024, the Company completed the acquisition of its joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue, located in Washington, DC. At acquisition, the total net equity acquired was $20.0 million, which includes $10.0 million in cash that the Company paid for the joint venture partner's 50% economic ownership interest in the joint venture. The property is subject to existing mortgage indebtedness of approximately $207.1 million (See Note 7). The acquisition resulted in the Company recording a gain upon consolidation of approximately $21.8 million, which is the difference between the fair value of the previously held equity method investment immediately prior to the consolidation of $10.0 million, less the Company’s costs basis of approximately $(11.8) million. The gain on consolidation is included within loss from unconsolidated joint ventures in the Consolidated Statement of Operations.

The total net assets acquired is equal to (1) the total net equity acquired of $20.0 million, which includes $10.0 million in cash that the Company paid for the joint venture partner's 50% economic ownership interest in the joint venture plus (2) $207.1 million of debt assumed, less (3) net working capital acquired of approximately $7.1 million. The following table summarizes the allocation of the fair value of the net assets the Company received at the date of acquisition for 901 New York Avenue (in thousands):


Land and site improvements	$	65,808
Building and improvements	56,882
Tenant improvements	16,088
In-place lease intangibles	72,621
Above-market lease intangibles	2,757
Below-market lease intangibles	(2,515)
Mortgage note payable adjustment	8,374
Net assets acquired	$	220,015

The following table summarizes the estimated annual amortization of the acquired in-place lease intangibles, and the acquired above- and below-market lease intangibles for 901 New York Avenue as of the acquisition date for each of the five succeeding fiscal years (in thousands):


	Acquired In-Place Lease Intangibles		Acquired Above-Market Lease Intangibles		Acquired Below-Market Lease Intangibles
2025	$	9,030	$	454	$	257
2026	6,494		238		257
2027	6,265		201		257
2028	6,069		186		257
2029	6,076		186		251

The following table summarizes the weighted-average useful life of the acquired in-place lease intangibles and the acquired above- and below-market lease intangibles for 901 New York Avenue as of the acquisition date (in years):


						Acquired In-Place Lease Intangibles						Acquired Above-Market Lease Intangibles						Acquired Below-Market Lease Intangibles
Weighted-average useful life						6.7						4.0						9.8

901 New York Avenue contributed approximately $33.2 million of revenue and $9.4 million of net loss to the Company for the period from January 8, 2024 through December 31, 2024. 901 New York Avenue is an office property consisting of approximately 508,000 net rentable square feet.

On December 27, 2024, the Company completed the acquisition of 725 12th Street, an approximately 300,000 net rentable square foot, 12-story office property located in Washington, DC, for a purchase price, excluding transaction costs, of $34.0 million. The acquisition was completed with available cash. Following the acquisition, the Company commenced redevelopment of the property and therefore did not contribute any income to the Company for the period from December 27, 2024 to December 31, 2024. When completed, 725 12th Street is expected to total approximately 320,000 net rentable square feet of office and retail space.

The following table summarizes the allocation of the purchase price, including transactions costs, of 725 12th Street (in thousands):


Land and site improvements	$	26,997
Building and improvements	8,369
Net assets acquired	$	35,366

Development

On February 12, 2024, the Company commenced the development of a residential project at 121 Broadway Street in Cambridge, Massachusetts that is adjacent to its development projects at 290 Binney Street and 300 Binney Street. 121 Broadway will consist of 439 residential units aggregating approximately 492,000 net rentable square feet. There can be no assurance that the Company will complete development of the project on the terms and schedule currently contemplated or at all.

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

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

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

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

On October 31, 2024, the Company completed and fully placed in-service 300 Binney Street, a laboratory/life sciences redevelopment project with approximately 240,000 net rentable square feet located in Cambridge, Massachusetts.

Pending Disposition and Impairment

At March 31, 2024, the Company evaluated the expected hold period for a portion of its Shady Grove property, consisting of 2 Choke Cherry Road, 2094 Gaither Road and a land parcel, located in Rockville, Maryland. Based on a shorter-than-expected hold period, the Company reduced the carrying value of a portion of the property that the Company anticipates selling to a third-party developer to its estimated fair value at March 31, 2024. As a result, each of BXP and BPLP recognized an impairment loss of approximately $13.6 million during the year ended December 31, 2024. The Company’s estimated fair value was based on Level 3 inputs as defined in ASC 820 and the terms of a pending offer from a third-party.

On May 7, 2024, the Company entered into an agreement with the third-party developer for the sale of 2 Choke Cherry Road, 2094 Gaither Road and the land parcel, located in Rockville, Maryland, for an aggregate gross sale price of approximately $24.8 million. On July 22, 2024, the Company executed an amendment to the agreement for an aggregate gross sale price of approximately $24.7 million. 2 Choke Cherry Road and 2094 Gaither Road are two vacant office properties aggregating approximately 143,000 net rentable square feet that were taken out of service and held for redevelopment. The disposition is subject to satisfaction of certain closing conditions and there can be no assurance that this transaction will be consummated on the terms currently contemplated or at all.

4. Leases

The Company estimates the collectability of its accrued rent and accounts receivable balances related to lease revenue. When evaluating the collectability of these accrued rent and accounts receivable balances, management considers tenant creditworthiness, current economic trends and changes in tenants’ payment patterns, on a lease-by-lease basis. If the Company determines that the accrued rent and/or accounts receivable balances are no longer probable of collection then the balances are written-off and the lease is recognized on a cash basis.

If applicable, information related to write-offs of accrued rent, net balances and accounts receivable, net

balances and reinstatements of accrued rent balances for the Company’s unconsolidated joint ventures can be

found in Note 6.

Lessee

The following table provides lease cost information for the Company’s operating and finance leases for the years ended December 31, 2024, 2023 and 2022 (in thousands):


	Year ended December 31,
Lease costs	2024		2023		2022
Operating lease costs (1)	$	14,583	$	14,451	$	12,700
Finance lease costs
Amortization of right of use asset (2)	$	3,093	$	2,821	$	697
Interest on lease liabilities (3)	$	13,374	$	13,747	$	3,236

(1)One of the operating leases relates to an asset that was in predevelopment for the year ended December 31, 2024 and a portion of the year ended December 31, 2023. As such, the operating lease costs were capitalized. For the year 2022, there were no operating leases related to assets under development.

(2)The finance leases relate to either land, buildings or assets that are/were in development. For land leases classified as finance leases because of a purchase option that the Company views as an economic incentive, the Company follows its existing policy and does not depreciate land because it is assumed to have an indefinite life. For all other finance leases, the Company would amortize the right of use asset over the shorter of the useful life of the asset or the lease term. If the finance lease relates to a property under development, the amortization of the right of use asset may be eligible for capitalization. For assets under development, depreciation may commence once the asset is placed in-service and depreciation would be recognized in accordance with the Company’s policy.

(3)One of the finance leases relates to an asset under development for all or a portion of the years ended December 31, 2023 and December 31, 2022. As such, a portion of the interest amount was capitalized. For the year ended December 31, 2024, there were no finance leases related to assets under development.

The following table provides other quantitative information for the Company’s operating and finance leases as of December 31, 2024 and December 31, 2023:


Other information	December 31, 2024		December 31, 2023
Operating Leases (1)
Number of cancelable leases	1		1
Number of non-cancelable leases	5		4
Longest lease expiration date	7/1/2125		7/1/2125
Weighted-average remaining lease term (in years)	72		70
Weighted-average discount rate	6.5	%	6.6	%
Finance Leases
Number of cancelable leases	—		—
Number of non-cancelable leases	5		5
Longest lease expiration date	11/1/2094		11/1/2094
Weighted-average remaining lease term (in years)	61		60
Weighted-average discount rate	6.2	%	6.1	%

(1)The Company has ground leases that are subject to variable payments and extension options. None of the leases contain residual value guarantees.

The following table provides a maturity analysis for the Company’s lease liabilities related to its operating and finance leases as of December 31, 2024 (in thousands):


	Operating		Finance
2025	$	40,451	$	30,801
2026	34,155		33,280
2027	10,635		32,768
2028 (1)	40,462		118,252
2029	21,710		10,793
Thereafter	3,527,328		1,331,413
Total lease payments	3,674,741		1,557,307
Less:
Interest portion	3,282,055		1,186,422
Present value of lease payments	$	392,686	$	370,885

(1)Operating lease payments in 2028 includes an approximately $25.1 million final rental payment related to a ground lease the Company is reasonably certain it will commence construction on in 2028. Finance lease payments in 2028 include approximately $105.3 million related to a purchase option that the Company was reasonably certain it would exercise upon execution of the ground leases. There can be no assurance that the Company will ultimately commence construction on the ground lease site or exercise its ground lease purchase option on the schedule currently contemplated or at all.

The following table provides a maturity analysis for the Company’s lease liabilities related to its operating and finance leases as of December 31, 2023 (in thousands):


	Operating		Finance
2024 (1)	$	29,989	$	70,370
2025	35,733		32,232
2026	10,100		31,972
2027	9,885		32,170
2028 (1)	14,637		118,232
Thereafter	3,546,537		1,342,174
Total lease payments	3,646,881		1,627,150
Less:
Interest portion	3,296,490		1,209,189
Present value of lease payments	$	350,391	$	417,961

(1)Finance lease payments in 2024 and 2028 include approximately $38.7 million and $105.3 million, respectively, related to purchase options that the Company was reasonably certain it would exercise upon execution of the ground leases. There can be no assurance that the Company will ultimately exercise the purchase options on the schedule currently contemplated.

On March 28, 2024, the Company entered into a 90-year air rights lease with the Massachusetts Department of Transportation for an approximately 61,000 square foot site at the parking garage located at 100 Clarendon Street and the concourse level of the Massachusetts Bay Transportation Authority’s Back Bay Station (the “Station”). The lease requires annual base rental payments of $250,000 until the commencement of construction, as defined in the lease. If the Company commences construction of a project on the site on or before August 1, 2028, then a final fixed rental payment is due in accordance with the lease at that time. After August 1, 2028, if the Company commences construction of a project on the site, then a final rental payment based on the then current fair market value will be due at that time. In addition, the lease requires annual payments of $500,000 through 2033 to fund maintenance and improvements to the Station. The Company has assumed that it will begin construction on the site on or before August 1, 2028. The incremental borrowing rate for this lease is 6.57% per annum. The net present value of the ground lease payments is approximately $23.2 million. The Company classifies this lease as an operating lease. As a result, the Company recorded a Right of Use Assets – Operating Leases and Lease Liabilities – Operating Leases of approximately $23.9 million and $23.2 million, respectively, on its Consolidated Balance Sheets at March 31, 2024. The ground lease had operating lease costs of approximately $0.3 million for the period from March 28, 2024 through December 31, 2024. There can be no assurance that the Company will commence construction on the ground lease site on the terms and schedule currently contemplated or at all.

The Company has a ground lease for the land underlying its residential property, The Skylyne, in Oakland, California. The Skylyne is a residential property consisting of 402 residential units and supporting retail space totaling approximately 331,000 net rentable square feet. The ground lease has approximately 92 years remaining (including extension options) and provides the Company with the right to purchase the land subject to certain conditions. When the lease was executed in 2017, the purchase option was considered a bargain purchase option and, as a result, the Company classified it as a finance lease and the Company assumed the lessor would exercise its right to require the Company to purchase the land in May 2024 for approximately $38.7 million. In May 2024 and as of the date of this report, the lessor has not exercised this option and the Company reassessed the accounting for the ground lease and determined that the purchase option continues to be considered a bargain purchase option and the ground lease will continue to be accounted for as a finance lease. The lease requires monthly base rental payments of a nominal amount until the purchase occurs, which the Company now estimates will be in 2030. As a result of the reassessment, the lease liability was remeasured and reduced to approximately $0.1 million. In conjunction with the reduction in the lease liability, the right of use asset was reduced to $0 and the difference between the lease liability and right of use asset, before the remeasurement, of approximately $9.5 million was recorded as a decrease to interest expense for the year ended December 31, 2024. There can be no assurance that the Company will ultimately exercise its ground lease purchase option on the schedule currently contemplated or at all.

Lessor

Operating Leases

The following table summarizes the components of lease revenue recognized during the years ended December 31, 2024, 2023 and 2022 included within the Company's Consolidated Statements of Operations (in thousands):


	Year ended December 31,
Lease Revenue	2024		2023		2022
Fixed contractual payments	$	2,605,272	$	2,503,106	$	2,426,007
Variable lease payments	570,541		550,641		492,361
Sales-type lease	992		926		—
	$	3,176,805	$	3,054,673	$	2,918,368

The future contractual lease payments to be received (excluding operating expense reimbursements and percentage rent) by the Company as of December 31, 2024, under non-cancelable operating leases which expire on various dates through 2049 (in thousands):


Years Ending December 31,
2025	$	2,497,727
2026	2,508,910
2027	2,510,236
2028	2,396,893
2029	2,251,345
Thereafter	13,249,374

No single tenant represented more than 10.0% of the Company’s total lease revenue for any of the years ended December 31, 2024, 2023 and 2022.

Sales-type Lease

For the years ended December 31, 2024, 2023 and 2022, the Company had one non-cancelable ground lease obligation, as lessor, that is classified as a sales-type lease with an expiration date in 2119. The Company recognized approximately $1.0 million and $0.9 million of interest income that is recorded in lease revenue on its Consolidated Statement of Operations for the year ended December 31, 2024 and 2023, respectively. The Company did not recognize any interest income during the year ended December 31, 2022.

The following table provides the future contractual payments to be received as of December 31, 2024 (in thousands):


	December 31, 2024
2025	$	124
2026	321
2027	754
2028	775
2029	793
Thereafter	266,745
Total lease payments to be received	269,512
Less:
Interest portion	254,589
Sales-type lease receivable	14,923
Unguaranteed residual asset	19
Current expected credit loss adjustment	(285)
Sales-type lease receivable, net	$	14,657

The following table provides the future contractual payments to be received as of December 31, 2023 (in thousands):


	December 31, 2023
2024	$	31
2025	124
2026	372
2027	756
2028	775
Thereafter	267,474
Total lease payments to be received	269,532
Less:
Interest portion	255,579
Sales-type lease receivable	13,953
Unguaranteed residual asset	18
Current expected credit loss adjustment	(267)
Sales-type lease receivable, net	$	13,704

5. Deferred Charges

Deferred charges consisted of the following at December 31, 2024 and 2023 (in thousands):


	December 31, 2024		December 31, 2023
Leasing costs, including lease related intangibles	$	1,261,035	$	1,168,940
Financing costs	21,797		20,600
	1,282,832		1,189,540
Less: Accumulated amortization	(469,487)		(429,119)
	$	813,345	$	760,421

The following table summarizes the scheduled amortization of the Company’s acquired in-place lease intangibles for each of the five succeeding years (in thousands).


	Acquired In-Place Lease Intangibles
2025	$	49,875
2026	32,782
2027	26,204
2028	16,301
2029	8,939

6. Investments in Unconsolidated Joint Ventures

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


					Carrying Value of Investment (1)
Entity	Properties	Nominal % Ownership			December 31, 2024		December 31, 2023
					(in thousands)
Square 407 Limited Partnership	Market Square North	50.00	%		$	(11,924)	$	(5,996)
901 New York, LLC	901 New York Avenue	25.00	%	(2)	—		(11,764)
WP Project Developer LLC	Wisconsin Place Land and Infrastructure	33.33	%	(3)	29,775		30,375
500 North Capitol Venture LLC	500 North Capitol Street, NW	30.00	%		(11,696)		(10,253)
501 K Street LLC	1001 6th Street	50.00	%		45,903		44,774
Podium Developer LLC	The Hub on Causeway - Podium	50.00	%		42,310		45,201
Residential Tower Developer LLC	Hub50House	50.00	%		42,493		40,235
Hotel Tower Developer LLC	The Hub on Causeway - Hotel Air Rights	50.00	%		14,271		13,494
Office Tower Developer LLC	100 Causeway Street	50.00	%		55,810		57,660
1265 Main Office JV LLC	1265 Main Street	50.00	%		3,476		3,585
BNY Tower Holdings LLC	Dock 72	50.00	%	(4)	(9,889)		(11,890)

CA-Colorado Center, LLC	Colorado Center	50.00	%		65,000		237,815
7750 Wisconsin Avenue LLC	7750 Wisconsin Avenue	50.00	%		48,423		50,064
BP-M 3HB Venture LLC	3 Hudson Boulevard	25.00	%		112,771		115,103
Platform 16 Holdings LP	Platform 16	55.00	%		56,265		45,564
Gateway Portfolio Holdings LLC	Gateway Commons	50.00	%		272,000		376,834
Rosecrans-Sepulveda Partners 4, LLC	Beach Cities Media Campus	50.00	%		27,051		27,034
Safeco Plaza REIT LLC	Safeco Plaza	33.67	%	(5)	—		44,734
360 PAS Holdco LLC	360 Park Avenue South	71.11	%	(6)	74,592		42,988
PR II/BXP Reston Gateway LLC	Skymark - Reston Next Residential	20.00	%		14,844		15,184
751 Gateway Holdings LLC	751 Gateway	49.00	%		99,701		93,411
200 Fifth Avenue JV LLC	200 Fifth Avenue	26.69	%		70,673		75,718
ABXP Worldgate Investments LLC	13100 and 13150 Worldgate Drive	50.00	%		18,225		17,546
					$	1,060,074	$	1,337,416

(1)Investments with deficit balances aggregating approximately $33.5 million and $39.9 million at December 31, 2024 and December 31, 2023, respectively, are included within Other Liabilities in the Company’s Consolidated Balance Sheets.

(2)At December 31, 2023, the Company’s economic ownership was approximately 50%. On January 8, 2024, the Company completed the acquisition of its joint venture partner’s 50% economic ownership interest for a gross purchase price of

$10.0 million, as described in Note 3 and this Note 6. Since then, the Company accounts for its assets, liabilities and operations on a consolidated basis.

(3)The Company’s wholly-owned subsidiary that owns Wisconsin Place Office also owns a 33.33% interest in the joint venture entity that owns the land, parking garage and infrastructure of the project.

(4)This property includes net equity balances from the amenity joint venture.

(5)The Company’s ownership includes (1) a 33.0% direct interest in the joint venture, and (2) an additional 1% interest in each of the two entities through which each partner owns its interest in the joint venture.

(6)The Company’s ownership includes (1) a 35.79% direct interest in the joint venture, (2) an additional 35.02% indirect ownership in the joint venture, and (3) an additional 1% interest in the entity through which the partner owns its interest in the joint venture.

Certain of the Company’s unconsolidated joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint venture. Under certain of the Company’s joint venture agreements, if certain return thresholds are achieved, the partners or the Company will be entitled to an additional promoted interest or payments.

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


	December 31, 2024		December 31, 2023
	(in thousands)
ASSETS
Real estate and development in process, net (1)	$	5,748,198	$	5,811,763
Other assets (2)	703,096		682,291
Total assets	$	6,451,294	$	6,494,054
LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY
Mortgage and notes payable, net	$	3,206,723	$	3,351,873
Other liabilities (3)	292,125		361,357
Members’/Partners’ equity	2,952,446		2,780,824
Total liabilities and members’/partners’ equity	$	6,451,294	$	6,494,054
Company’s share of equity	$	1,344,543	$	1,278,483
Basis differentials (4)	(284,469)		58,933
Carrying value of the Company’s investments in unconsolidated joint ventures (5)	$	1,060,074	$	1,337,416

(1)At December 31, 2024 and December 31, 2023, this amount included right of use assets - operating leases totaling approximately $19.0 million and $20.1 million, respectively.

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

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

(4)This amount represents the aggregate difference between the Company’s historical cost basis and the basis reflected at the joint venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials result from impairments of investments, acquisitions through joint ventures with no change in control and upon the transfer of assets that were previously owned by the Company into a joint venture. During the year ended December 31, 2024, the Company recognized an other-than-temporary impairment loss on its investment in Colorado Center, Gateway Commons and Safeco Plaza of approximately $168.4 million, $126.1 million, and $46.8 million, respectively. During the year ended December 31, 2023, the Company recognized an other-than-temporary loss on its investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza of approximately $155.2 million, $54.0 million, $33.4 million and $29.9 million, respectively. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the joint venture level. The Company’s basis differences include:


	December 31, 2024		December 31, 2023
Property	(in thousands)
Colorado Center	$	127,632	$	298,906
200 Fifth Avenue	49,656		58,308
Gateway Commons	(74,500)		48,971
Safeco Plaza	(75,576)		(29,678)
Dock 72	(92,054)		(95,521)
360 Park Avenue South	(113,265)		(116,534)
Platform 16	(142,698)		(143,052)

These basis differentials (excluding land) will be amortized over the remaining lives of the related assets and liabilities. An additional $36.3 million and $37.5 million of other basis differentials are not included above at December 31, 2024 and December 31, 2023, respectively.

(5)Investments with deficit balances aggregating approximately $33.5 million and $39.9 million at December 31, 2024 and December 31, 2023, respectively, are reflected within Other Liabilities in the Company’s Consolidated Balance Sheets.

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


	Year ended December 31,
		2024		2023		2022
		(in thousands)
Total revenue (1)		$	507,678	$	612,589	$	512,078
Expenses
Operating		204,625		239,947		198,632
Transaction costs		456		301		837
Depreciation and amortization		160,756		197,228		181,041
Total expenses		365,837		437,476		380,510
Other income (expense)
Loss from early extinguishment of debt		—		(3)		(1,327)
Interest expense		(176,994)		(227,537)		(154,065)
Unrealized gain (loss) on derivative instruments		5,570		(6,582)		1,681
Gain on sales-type lease		—		2,737		—

Net loss		$	(29,583)	$	(56,272)	$	(22,143)

Company’s share of net loss		$	(10,912)	$	(19,599)	$	(2,551)

Gain on investment (2)		—		35,756		—
Gain on sale / consolidation (3)		21,696		28,412		—
Impairment losses on investments (4)		(341,338)		(272,603)		(50,705)
Basis differential (5)		(12,623)		(11,509)		(6,584)
Loss from unconsolidated joint ventures		$	(343,177)	$	(239,543)	$	(59,840)

(1)Includes straight-line rent adjustments of approximately $13.7 million, $28.7 million and $62.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

(2)During the year ended December 31, 2023, the Company completed a restructuring of its ownership in Metropolitan Square.

(3)During the year ended December 31, 2024, the Company acquired its joint venture partner’s 50% economic interest in 901 New York Avenue. During the year ended December 31, 2023, the Company acquired its joint venture partner’s 45% ownership interest in Santa Monica Business Park.

(4)During the year ended December 31, 2024, the Company recognized an other-than-temporary impairment loss on its investments in Colorado Center, Gateway Commons and Safeco Plaza of approximately $168.4 million, $126.1 million, and $46.8 million, respectively. During the year ended December 31, 2023, the Company recognized an other-than-temporary impairment loss on its investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza

of approximately $155.2 million, $54.0 million, $33.4 million and $29.9 million, respectively. During the year ended December 31, 2022, the Company recognized an other-than-temporary impairment loss on its investment in the unconsolidated joint venture that owns Dock 72 in Brooklyn, New York totaling approximately $50.7 million.

(5)Includes depreciation and amortization of approximately $15.4 million, $16.6 million and $7.4 million for the years ended December 31, 2024, 2023 and 2022, respectively. Includes unrealized gain (loss) on derivative instruments of approximately $1.5 million, $(1.8) million and $0.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. Includes straight-line rent adjustments of approximately $1.3 million, $1.5 million and $0.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. Also includes net above-/below-market rent adjustments of approximately $0.8 million, $0.8 million and $0.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

On January 2, 2024, a joint venture in which the Company has a 50% ownership interest partially placed in-service 651 Gateway, an approximately 327,000 net rentable square foot laboratory/life sciences project in South San Francisco, California (See Note 17).

On January 8, 2024, the Company acquired its joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue, located in Washington, DC, for a gross purchase price of $10.0 million in cash (See Note 3). Prior to the acquisition, the Company had a 50% economic ownership interest in the joint venture and accounted for it under the equity method of accounting. The acquisition resulted in the Company having full ownership of the joint venture such that the Company now accounts for its assets, liabilities, and operations on a consolidated basis in its financial statements instead of under the equity method of accounting. As a result, the Company recognized a gain on consolidation of approximately $21.8 million.

On February 6, 2024, a joint venture in which the Company has a 25% ownership interest extended the maturity date of the loan collateralized by its 3 Hudson Boulevard property. At the time of the extension, the loan had an outstanding principal balance totaling $80.0 million and was scheduled to mature on February 9, 2024. The extended loan was scheduled to mature on May 9, 2024. On May 8, 2024, the loan was extended 30 days and on June 7, 2024, the loan was extended an additional 60 days. The extended loan continued to bear interest at a variable rate equal to Term SOFR plus approximately 3.61% per annum and matured on August 7, 2024. As of December 31, 2024, the loan was in a maturity default and had an outstanding balance, including accrued and unpaid interest and default interest of approximately $119.6 million. The joint venture is negotiating a new third-party loan, however, there can be no assurance that the joint venture will enter into a new third-party loan on the terms and schedule currently contemplated or at all. The Company is the lender of the loan, and the loan and accrued interest are reflected as Related Party Note Receivables, Net and Tenant and Other Receivables, Net, respectively, on the Company’s Consolidated Balance Sheets. 3 Hudson Boulevard consists of land and improvements held for future development located in New York, New York.

On February 9, 2024, a joint venture in which the Company has a 50% ownership interest exercised an option to extend the maturity date of the construction loan collateralized by its 7750 Wisconsin Avenue property. The construction loan had a total commitment amount of approximately $252.6 million. The extended loan continues to bear interest at a variable rate equal to Term SOFR plus 1.35% per annum and matures on April 26, 2025. At the time of the extension, the loan had an outstanding balance totaling approximately $251.6 million and was scheduled to mature on April 26, 2024. 7750 Wisconsin Avenue is an office property with approximately 736,000 net rentable square feet located in Bethesda, Maryland.

On July 18, 2024, a joint venture in which the Company has a 50% ownership interest extended by one year the maturity date of its loan collateralized by 100 Causeway Street. At the time of the extension, the loan had an outstanding balance totaling approximately $333.6 million, bore interest at Term SOFR plus 1.48% per annum, and was scheduled to mature on September 5, 2024. Following the extension, the loan will continue to bear interest at Term SOFR plus 1.48% per annum, and is scheduled to mature on September 5, 2025. 100 Causeway Street is an approximately 634,000 net rentable square foot office property located in Boston, Massachusetts.

On August 7, 2024, a joint venture in which the Company has a 71.11% ownership interest partially placed in-service 360 Park Avenue South, a 20-story, office building with ground floor retail located in New York City, New York, aggregating approximately 450,000 net rentable square feet. On December 13, 2024, the joint venture extended the maturity date of its mortgage loan by three years. At the time of the extension, the loan had an outstanding balance totaling approximately $220.0 million, bore interest at Adjusted Term SOFR plus 2.40% per annum, and was scheduled to mature on December 14, 2024. Following the extension, the loan will bear interest at Term SOFR plus 2.50% per annum, and is scheduled to mature on December 13, 2027.

On December 13, 2024, a joint venture in which the Company has a 20% ownership interest fully placed in-service Skymark, a luxury residential property located in Reston, Virginia, that consists of 508 residential units aggregating approximately 417,000 net rentable square feet across a five-story, low-rise building and a 39-story tower.

Impairments

The Company’s investments in unconsolidated joint ventures are reviewed for indicators of impairment on a quarterly basis and the Company records impairment charges when events or circumstances indicate that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary. During the year ended December 31, 2024, the Company conducted and reviewed, along with its joint venture partners, the 2025 business plans for each of its ventures. During this year end review, the Company evaluated key indicators related to certain investments in unconsolidated joint ventures, including changes in cash flows, declining market conditions and leasing activities, continued actual and projected operating deficits and receipts and considerations of third-party joint venture property appraisals. Such evaluation of key impairment indicators resulted in the Company determining that the decline in value, for certain joint venture properties, was other-than-temporary and therefore the Company recorded impairment charges during the year ended December 31, 2024. The Company determined that its investment was categorized within Level 3 of the fair value hierarchy, as it utilized significant unobservable inputs in its assessment. The table below states the amount of each impairment as well as the inputs used in the calculation (dollars in thousands).


Property	Impairment Amount		Exit Capitalization Rate		Discount Rate
Colorado Center	$	168,391	7.5	%	10.0	%
Gateway Commons	126,163		7.0	%	9.0	%
Safeco Plaza	46,784		7.0	%	8.0	%
Total	$	341,338

Colorado Center consists of six office buildings aggregating approximately 1.1 million net rentable square feet located in Santa Monica, California. Gateway Commons is an office park consisting of five buildings aggregating approximately 785,500 net rentable square feet located in South San Francisco, California. Safeco Plaza is an office tower with approximately 763,000 net rentable square feet located in Seattle, Washington.

7. Debt

Mortgage Notes Payable

The Company had outstanding mortgage notes payable totaling approximately $4.3 billion and $4.2 billion as of December 31, 2024 and 2023, respectively, each collateralized by one or more buildings and related land included in real estate assets. The mortgage notes payable are generally due in monthly installments and mature at various dates through January 9, 2032.

Including the effects of interest rate swaps, there were no variable rate mortgage loans at December 31, 2024 and 2023 (See Note 8). Therefore, fixed rate mortgage notes payable totaled approximately $4.3 billion and $4.2 billion at December 31, 2024 and 2023, respectively, with contractual interest rates ranging from 2.79% to 6.04% per annum at December 31, 2024 and December 31, 2023 (with a weighted-average interest rate of 3.68% and 3.70% at December 31, 2024 and 2023, respectively).

Contractual aggregate principal payments of mortgage notes payable at December 31, 2024 are as follows (in thousands):


	Principal Payments
2025	$	4,250
2026	4,357
2027	2,304,580
2028	804,815
2029	184,311
Thereafter	1,000,000
Total aggregate principal payments	4,302,313
Less:
Deferred financing costs, net	24,559
Fair value debt adjustment	1,145
Total carrying value of mortgage notes payable, net	$	4,276,609

On January 8, 2024, the Company acquired its joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue located in Washington, DC (See Note 3). The property is subject to existing mortgage indebtedness. At acquisition, the mortgage loan had an outstanding principal balance of approximately $207.1 million, bore interest at 3.61% per annum and was scheduled to mature on January 5, 2025. The mortgage loan was recorded at a fair value of approximately $198.7 million. On January 11, 2024, the Company modified the mortgage loan to provide for two extension options totaling five years of additional term, each subject to certain conditions. On December 20, 2024, the Company exercised the first extension option to extend the maturity date to January 5, 2029. At the time of the extension, the outstanding principal balance was $202.3 million. The extended loan will bear interest at 5.00% per annum beginning January 5, 2025. The loan has a one-year extension option remaining, subject to certain conditions.

On October 8, 2024, the Company modified the mortgage loan collateralized by its Santa Monica Business Park properties located in Santa Monica, California. The mortgage loan had an outstanding principal balance of $200.0 million, bore interest at a variable rate equal to Daily Simple SOFR plus 1.38% per annum and was scheduled to mature on July 19, 2025. The modified loan is scheduled to mature on October 8, 2028 and continues to bear interest at a variable rate equal to Daily Simple SOFR plus 1.38% per annum until July 19, 2025. Beginning July 19, 2025, the mortgage loan will bear interest at Daily Simple SOFR plus 1.60% per annum through the maturity date. The entire principal is subject to interest rate swap contracts to fix Daily Simple SOFR at a weighted-average fixed interest rate of approximately 2.675% per annum through April 1, 2025 (See Note 8). The mortgage loan requires monthly interest-only payments during the term of the loan, with the entire principal due at maturity. Santa Monica Business Park is an office park consisting of 21 buildings totaling approximately 1.2 million net rentable square feet.

Unsecured Senior Notes

The following summarizes the unsecured senior notes outstanding as of December 31, 2024 (dollars in thousands):


	Coupon/Stated Rate		Effective Rate(1)		Principal Amount		Maturity Date(2)
7 Year Unsecured Senior Notes (3)	3.200	%	3.350	%	$	850,000	January 15, 2025
10 Year Unsecured Senior Notes	3.650	%	3.766	%	1,000,000		February 1, 2026
10 Year Unsecured Senior Notes	2.750	%	3.495	%	1,000,000		October 1, 2026
5 Year Unsecured Senior Notes	6.750	%	6.924	%	750,000		December 1, 2027
10 Year Unsecured Senior Notes	4.500	%	4.628	%	1,000,000		December 1, 2028
10 Year Unsecured Senior Notes	3.400	%	3.505	%	850,000		June 21, 2029
10.5 Year Unsecured Senior Notes	2.900	%	2.984	%	700,000		March 15, 2030
10.75 Year Unsecured Senior Notes	3.250	%	3.343	%	1,250,000		January 30, 2031
11 Year Unsecured Senior Notes	2.550	%	2.671	%	850,000		April 1, 2032
12 Year Unsecured Senior Notes	2.450	%	2.524	%	850,000		October 1, 2033
10.7 Year Unsecured Senior Notes	6.500	%	6.619	%	750,000		January 15, 2034
10 Year Unsecured Senior Notes	5.750	%	5.842	%	850,000		January 15, 2035
Total principal					10,700,000
Less:
Net unamortized discount					10,885
Deferred financing costs, net					44,038
Total					$	10,645,077

(1)Yield on issuance date including the effects of discounts on the notes, settlements of interest rate contracts and the amortization of financing costs.

(2)No principal amounts are due prior to maturity.

(3)See Note 17.

On February 1, 2024, BPLP repaid $700.0 million in aggregate principal amount of its 3.800% senior notes due February 1, 2024. The repayment was completed with available cash. The repayment price was approximately $713.3 million, which was equal to the stated principal plus approximately $13.3 million of accrued and unpaid interest to, but not including, the repayment date. Excluding the accrued and unpaid interest, the repayment price was equal to the principal amount being repaid.

On August 26, 2024, BPLP completed a public offering of $850.0 million in aggregate principal amount of its 5.750% unsecured senior notes due 2035. The notes were priced at 99.961% of the principal amount to yield an effective rate (including financing fees) of approximately 5.842% per annum to maturity. The notes will mature on January 15, 2035, unless earlier redeemed. The aggregate net proceeds from the offering were approximately $841.9 million after deducting underwriting discounts and transaction expenses.

The indenture relating to the unsecured senior notes contains certain financial restrictions and requirements, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 50%, (3) an interest coverage ratio of greater than 1.50, and (4) an unencumbered asset value of not less than 150% of unsecured debt. At December 31, 2024, BPLP was in compliance with each of these financial restrictions and requirements.

Unsecured Credit Facility

BPLP’s unsecured revolving credit facility (the “2021 Credit Facility”) provides for borrowings of up to $2.0 billion, as described below in this Note 7, through BPLP’s revolving facility, subject to customary conditions. The 2021 Credit Facility matures on June 15, 2026 and includes a sustainability-linked pricing component. Under the 2021 Credit Facility, BPLP had the option to increase the original total commitment of $1.5 billion by up to an additional $500.0 million by increasing the amount of the Revolving Facility and/or by incurring one or more term loans, in each case, subject to syndication of the increase and other conditions (the “Accordion Option”). On

September 28, 2023, BPLP exercised a portion of the Accordion Option which increased the then maximum borrowing amount under the 2021 Credit Facility from $1.5 billion to $1.815 billion. On April 29, 2024, BPLP exercised the remainder of the Accordion Option and further increased the maximum borrowing amount under the 2021 Credit Facility to $2.0 billion. All other terms of the 2021 Credit Facility remain unchanged.

At BPLP’s option, loans under the 2021 Credit Facility will bear interest at a rate per annum equal to (1) (a) in the case of loans denominated in Dollars, Term SOFR and SOFR, (b) in the case of loans denominated in Euro, EURIBOR, (c) in the case of loans denominated in Canadian Dollars, Term CORRA, and (d) in the case of loans denominated in Sterling, SONIA, in each case, plus a margin ranging from 70.0 to 140.0 basis points based on BPLP’s credit rating or (2) an alternate base rate equal to the greatest of (a) the Federal Funds rate plus 0.5%, (b) the administrative agent’s prime rate, (c) Term SOFR plus 1.00%, and (d) 1.00%, in each case, plus a margin ranging from 0 to 40 basis points based on BPLP’s credit rating. In addition, there is a SOFR credit spread adjustment of 0.10%.

The 2021 Credit Facility also features a sustainability-linked pricing component such that if BPLP meets certain sustainability performance targets, the applicable per annum interest rate will be reduced by one basis point. In addition, the 2021 Credit Facility contains a competitive bid option for up to 65% of the Revolving Facility that allows banks that are part of the lender consortium to bid to make loan advances to BPLP at a reduced interest rate.

Pursuant to the 2021 Credit Facility, BPLP is obligated to pay (1) in quarterly installments a facility fee on the total commitment under the Revolving Facility at a rate per annum ranging from 0.10% to 0.30% based on BPLP’s credit rating and (2) an annual fee on the undrawn amount of each letter of credit ranging from 0.70% to 1.40% based on BPLP’s credit rating.

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

At December 31, 2024 and December 31, 2023, BPLP had no amount outstanding under the 2021 Credit Facility. The 2021 Credit Facility is used as a backstop for BPLP’s $500.0 million unsecured commercial paper program (See “Unsecured Commercial Paper” below). As such, BPLP intends to maintain, at a minimum, availability under the 2021 Credit Facility in an amount equal to the amount of unsecured commercial paper notes outstanding.

Unsecured Term Loans

On January 4, 2023, BPLP entered into a credit agreement that provided for a $1.2 billion unsecured term loan facility (the “2023 Unsecured Term Loan”). Upon entry into the credit agreement, BPLP exercised its option to draw $1.2 billion under the 2023 Unsecured Term Loan. On April 29, 2024, BPLP repaid $500.0 million of the outstanding balance under the 2023 Unsecured Term Loan from the proceeds of its unsecured commercial paper program (See “Unsecured Commercial Paper” below).

Under the credit agreement governing the 2023 Unsecured Term Loan, BPLP may, at any time prior to the maturity date, increase total commitments by up to an additional $300.0 million in aggregate principal amount by increasing the existing 2023 Unsecured Term Loan or incurring one or more additional term loans, in each case, subject to syndication of the increase and other conditions. The 2023 Unsecured Term Loan had an initial maturity date of May 16, 2024, with one 12-month extension option, subject to customary conditions. On May 16, 2024, BPLP exercised its option to extend the maturity date of the 2023 Unsecured Term Loan to May 16, 2025. All other terms of the 2023 Unsecured Term Loan remain unchanged.

At BPLP’s option, loans under the 2023 Unsecured Term Loan will bear interest at a rate per annum equal to (1) a base rate equal to the greatest of (a) the Federal Funds rate plus 0.5%, (b) the administrative agent’s prime rate, (c) Term SOFR for a one-month period plus 1.00%, and (d) 1.00%, in each case, plus a margin ranging from 0 to 60 basis points based on BPLP’s credit rating; or (2) a rate equal to adjusted Term SOFR with a one-month period plus a margin ranging from 75 to 160 basis points based on BPLP’s credit rating.

On September 27, 2024, BPLP entered into a credit agreement that provides for a $100.0 million unsecured term loan facility (the “2024 Unsecured Term Loan”) with a lender (the “Lender”) under the mortgage loan collateralized by the Company’s Santa Monica Business Park properties located in Santa Monica, California (the “SMBP Loan”). Upon entry into the credit agreement, BPLP exercised its option to draw $100.0 million under the 2024 Unsecured Term Loan. The proceeds were used to modify and repay the portion of the SMBP Loan held by

the Lender. After the repayment, the SMBP Loan had a remaining principal balance of $200.0 million. The 2024 Unsecured Term Loan matures on September 26, 2025 with three, one-year extension options, subject to customary conditions.

At BPLP’s option, loans under the 2024 Unsecured Term Loan will bear interest at a rate per annum equal to (1) a base rate equal to the highest of (a) zero, (b) Prime Rate, (c) the Federal Funds effective rate plus 0.50%, and (d) Term SOFR for a one-month period plus 1.10%, in each case, plus a margin ranging from 0 to 60 basis points based on BPLP’s credit rating; or (2) a rate equal to adjusted Term SOFR or Daily Simple SOFR with a one-month period plus, a margin ranging from 75 to 160 basis points based on BPLP’s credit rating. The 2024 Unsecured Term Loan is subject to an interest rate swap contract to fix Daily Simple SOFR at an interest rate of approximately 2.688% per annum through April 1, 2025 (See Note 8).

Based on BPLP’s December 31, 2024 credit rating, (1) the 2023 Unsecured Term Loan bears interest at a rate equal to Term SOFR plus 1.05% per annum and (2) the 2024 Unsecured Term Loan bears interest at a rate equal to Daily Simple SOFR plus 1.05% per annum. At December 31, 2024, BPLP had $100.0 million and $700.0 million of principal outstanding under the 2024 Unsecured Term Loan and 2023 Unsecured Term Loan, respectively. At December 31, 2023, BPLP had $1.2 billion of principal outstanding under the 2023 Unsecured Term Loan.

The 2023 and 2024 Unsecured Term Loans contain customary representations and warranties, affirmative and negative covenants and events of default provisions, including the failure to pay indebtedness, breaches of covenants and bankruptcy and other insolvency events, which could result in the acceleration of the obligation to repay any outstanding amount under the 2023 and 2024 Unsecured Term Loans. Among other covenants, the 2023 and 2024 Unsecured Term Loans require that BPLP maintain on an ongoing basis: (1) a leverage ratio not to exceed 60%, however, the leverage ratio may increase to no greater than 65% provided that it is reduced back to 60% within one year, (2) a secured debt leverage ratio not to exceed 55%, (3) a fixed charge coverage ratio of at least 1.40 to 1.00, (4) an unsecured debt leverage ratio not to exceed 60%, however, the unsecured debt leverage ratio may increase to no greater than 65% provided that it is reduced to 60% within one year, (5) an unsecured debt interest coverage ratio of at least 1.75 to 1.00 and (6) limitations on permitted investments. At December 31, 2024, BPLP was in compliance with each of these financial and other covenant requirements.

Unsecured Commercial Paper

On April 17, 2024, BPLP established an unsecured commercial paper program. Under the terms of the program, BPLP may issue, from time to time, unsecured commercial paper notes up to a maximum aggregate amount outstanding at any one time of $500.0 million with varying maturities of up to one year. Amounts available under the unsecured commercial paper program may be borrowed, repaid, and re-borrowed from time to time. The notes are sold in private placements and rank pari passu with all of BPLP’s other unsecured senior indebtedness, including its outstanding senior notes. The commercial paper program is backstopped by available capacity under the 2021 Credit Facility. At December 31, 2024, BPLP had an aggregate of $500.0 million of unsecured commercial paper notes outstanding that bore interest at a weighted-average rate of approximately 4.79% per annum and had a weighted-average maturity of 38 days from the issuance date.

8. Derivative Instruments and Hedging Activities

BPLP’s agreements with derivative counterparties contain provisions whereby if BPLP defaults on the underlying indebtedness, including defaults where repayment of the indebtedness has not been accelerated by the lender, then BPLP could also be declared in default of the swap derivative obligation. As of December 31, 2024, the Company had not posted any collateral related to the agreements.

Effective Hedge Instruments

BPLP assesses the effectiveness of its derivatives both at inception and on an ongoing basis. If the hedges are deemed to be effective, the fair value is recorded in “Accumulated other comprehensive loss” in the Company’s Consolidated Balance Sheets and is subsequently reclassified into “Interest expense” in the Company’s Consolidated Statements of Operations in the period that the hedged forecasted transactions affect earnings. BPLP’s derivative financial instruments are cash flow hedges that are designated as effective hedges, and they are carried at their estimated fair value on a recurring basis (See Note 2). The Company did not incur ineffectiveness during the years ended December 31, 2024 and 2023.

BPLP’s and SMBP LLC’s derivative contracts consisted of the following at December 31, 2024 (dollars in thousands):


Derivative Instrument	Aggregate Notional Amount				Strike Rate Range						Balance Sheet Location
	Effective Date		Maturity Date	Low	High					Fair Value
BPLP:
Interest Rate Swaps	$	600,000	December 15, 2023	October 26, 2028	3.790	%	—	3.798	%		Prepaid expenses and other assets	$	4,042
Interest Rate Swaps	100,000		September 27, 2024	April 1, 2025	2.688	%	—	2.688	%		Prepaid expenses and other assets	401
	700,000											4,443
SMBP LLC (1)
Interest Rate Swaps	200,000		December 14, 2023	April 1, 2025	2.661	%	—	2.688	%		Prepaid expenses and other assets	809
	$	900,000										$	5,252

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

The following table presents the location in the financial statements of the gains or (losses) recognized as a result of the Company’s cash flow hedges for the years ended December 31, 2024, 2023 and 2022 (in thousands):


	Year ended December 31,
		2024		2023		2022
Amount of gain (loss) related to the effective portion recognized in other comprehensive income (1)		$	9,202	$	(14,405)	$	19,396
Amount of gain (loss) related to the effective portion subsequently reclassified to earnings (2)		$	12,618	$	6,703	$	6,707
Amount of gain (loss) related to the ineffective portion and amount excluded from effectiveness testing		$	—	$	—	$	—

(1)Includes the Company’s share of gain (loss) related to the effective portion of derivatives outstanding at its unconsolidated joint venture properties.

(2)Includes amounts from previous interest rate programs.

BPLP has formally documented all of its relationships between hedge instruments and hedging items, as well as its risk-management objectives and strategy for undertaking various hedge transactions. While management believes its judgments are reasonable, a change in a derivative's effectiveness as a hedge could materially affect expenses, net income (loss) and equity.

Ineffective Hedging Instruments

During the year ended December 31, 2023, to satisfy a lender requirement, the Company entered into two agreements with the same third-party to purchase and sell a $600.0 million interest rate cap. The Company did not elect hedge accounting, and as such, any change in market value will be recognized in Gain (losses) from interest rate contracts in the Consolidated Statement of Operations. For the year ended December 31, 2023, the Company recognized approximately $79,000 of loss on its Consolidated Statement of Operations from entering into these agreements. There was no ineffectiveness recognized for the year ended December 31, 2024.

9. Commitments and Contingencies

General

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

The Company had letter of credit and performance obligations related to lender and development requirements that total approximately $20.3 million at December 31, 2024.

Certain of the Company’s joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint venture. From time to time, under certain of the Company’s joint venture agreements, if certain return thresholds are achieved, either the Company or its partners may be entitled to receive an additional promoted interest or payments.

From time to time, the Company (or ventures in which the Company has an ownership interest) has agreed, and may in the future agree, to (1) guarantee portions of the principal, interest and other amounts in connection with their borrowings, (2) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with their borrowings and (3) provide guarantees to lenders, tenants and other third parties for the completion of development projects. The Company has agreements with its third-party joint venture partners whereby the partners agree to reimburse the joint venture for their share of any payments made under the guarantee. In some cases, the Company earns a fee from the applicable joint venture for providing the guarantee.

In connection with the refinancing of 767 Fifth Avenue’s (the General Motors Building) secured loan by the Company’s consolidated joint venture entity, 767 Venture, LLC, the Company guaranteed the consolidated entity’s obligation to fund various reserves for tenant improvement costs and allowances, leasing commissions and free rent obligations in lieu of cash deposits. As of December 31, 2024, the maximum funding obligation under the guarantee was approximately $6.4 million. The Company earns a fee from the joint venture for providing the guarantee and has an agreement with the outside partners to reimburse the joint venture for their share of any payments made under the guarantee. As of December 31, 2024, no amounts related to the guarantee were recorded as liabilities in the Company’s consolidated financial statements.

In connection with the sale of Metropolitan Square, an approximately 657,000 square foot office building in Washington, DC in which the Company had a 20% equity interest, the Company agreed to become a co-lender of up to $20.0 million under a mezzanine loan. The mezzanine loan has a maximum principal amount of $100.0 million, and it is subordinate only to an existing senior loan. The mezzanine loan may be drawn upon for future lease-up, operating and other costs on an as-needed basis, and amounts borrowed will bear interest at a per annum rate of 12%, compounded monthly. As of December 31, 2024, the Company has funded approximately $4.9 million under the mezzanine loan.

Legal Matters

The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company.

In connection with the acquisition of an office property in New York City in 2010, the Company entered into an agreement with the seller pursuant to which the seller could earn various fees (i.e., Fixed, Additional and Final Fees) based on the future leasing performance of the property. The Company initially accrued approximately $1.5 million as an estimate of the fees it would owe the seller. In 2020, the seller filed suit against the Company in the Supreme Court of the State of New York, County of New York, claiming that consideration significantly in excess of the initial reserve amount is owed under the agreement. The disagreement between the Company and the seller involves material issues of contract interpretation and, more importantly, the method of calculating fees, including various inputs (both facts and assumptions) that drive the calculations.

On January 25, 2024, the New York Supreme Court granted in part the seller’s motion for summary judgment finding that the Company owes the seller an “Additional Fee” and a “Final Fee” under the terms of the parties’ purchase agreement. The court issued a follow-on order on February 8, 2024, confirming its earlier order that the seller is entitled to the fees described in the parties’ agreement. Other than the “Fixed Fee,” which BXP agreed to pay and for which it had established a reserve of approximately $2.2 million (including interest), the amount of the fees (if any) that are due to the seller has not been determined. On December 9, 2024, the court issued a judgment awarding the seller the Fixed Fee (including interest) of approximately $2.7 million and BXP paid this fee following the judgment. For the Additional Fee and Final Fee, the seller submitted a request for the appointment of a Special Referee on January 7, 2025. Separately, the Company filed a notice of appeal on January 15, 2025 to preserve the Company’s ability to appeal the grant of summary judgment on the question of whether the Company is liable for payment of the Additional Fee and Final Fee. The Company has until July 15, 2025 (six months from the notice of appeal) to perfect the appeal.

The issue of an award of damages for the Additional Fee and the Final Fee remains outstanding with the court pending a determination by the Special Referee, which the court appointed on February 18, 2025. The Company disputes the seller’s calculations and intends to continue defending itself vigorously. However, there can be no assurance that the Company will prevail in the lawsuit. If the court ultimately agrees with the seller’s calculations, then amounts due to the seller could theoretically be as high as the additional $31 million claimed in the seller’s complaint, plus interest. Although the Company disputes those calculations, there can be no assurance that the Company’s ultimate liability will not be material.

On April 26, 2024, Brammer Bio MA, LLC (“Brammer”), a subsidiary of Thermo Fisher Scientific Inc. and an abutter to the Company’s 290 Binney Street development project located in Cambridge, Massachusetts, filed a complaint in Superior Court in Suffolk County, Massachusetts against the Company relating to certain ongoing construction activities.

In the first quarter of 2023, the Company commenced development of 290 Binney Street, an approximately 573,000 net rentable square foot laboratory/life sciences property that is 100% pre-leased to AstraZeneca Pharmaceuticals (“AstraZeneca”). The Company has a 55% interest in the joint venture that owns 290 Binney Street. Brammer subleases the premises at 250 Binney Street, the Company’s approximately 67,000 net rentable square foot life sciences property that is adjacent to 290 Binney Street.

Brammer alleged that, as a result of the Company’s construction of 290 Binney Street, it is threatened with irreparable harm due to intrusion onto the 250 Binney Street premises and the loss of its property rights. Brammer also alleged that the 290 Binney Street development project has caused and is causing major disruption to its manufacturing operations, and that it has suffered and will continue to suffer damages in the form of losses to its clients and customers. Brammer brought the action for quiet title, breach of contract, trespass and nuisance, and it is seeking declaratory and injunctive relief and specific performance purportedly to protect its property interests in the premises located at 250 Binney Street.

On May 16, 2024, Brammer’s motion for a preliminary injunction was denied by the trial court. Brammer subsequently appealed that decision, electing pursuant to Massachusetts civil procedure rules to petition for appeals to both a single justice of the Massachusetts Appeals Court and to a full appellate panel. On July 16, 2024, the single justice assigned to the appeal issued an order declining to rule on the substance of the appeal petition. Brammer still has the right to pursue the full panel hearing, although no date has been set for any such hearing.

The Company believes it has meritorious defenses against Brammer’s claims and intends to defend against them vigorously. However, there can be no assurance the Company will prevail in the litigation. If the Company is enjoined from further construction activities, it could suffer delays in construction that could result in its failure to deliver a completed building on the schedule contemplated by the Company’s lease with AstraZeneca or at all, and this could result in owing financial penalties to AstraZeneca and other third parties. Although the Company is unable to estimate a range of loss for all related matters for which losses are reasonably possible, if the court grants injunctive relief or awards monetary damages to Brammer, it could have a material adverse effect on the Company’s results of operations and financial condition.

The Company is a named defendant in an alleged collective and class action wage and hour lawsuit filed on behalf of certain individuals who provided off-duty, uniformed security services at the Company’s buildings in New York City pursuant to the New York Police Department’s Paid Detail Program. In addition to the Company, the plaintiffs also named as defendants more than eighty (80) other companies. The plaintiffs filed the lawsuit in the United States District Court for the Southern District of New York on January 24, 2025, and brought the claims under the Fair Labor Standards Act, the New York Labor Law and the Freelance Isn’t Free Act. The plaintiffs subsequently amended the complaint on February 7, 2025 and requested leave to file a second amended complaint on February 12, 2025. Each of the complaints alleges that the plaintiffs were not paid certain wages owed to them or were not paid in a timely manner and that the plaintiffs did not receive certain wage payment notices required by law. The Company has not yet filed a responsive pleading and discovery has not yet commenced. Although the Company believes it has meritorious defenses to the claims and intends to defend against them vigorously, there can be no assurance that the Company will prevail in the lawsuit.

Concentrations of Credit Risk

Management of the Company performs ongoing credit evaluations of tenants and may require tenants to provide some form of credit support such as corporate guarantees, security deposits and/or other financial guarantees. Although the Company’s properties are geographically diverse and tenants operate in a variety of

industries, to the extent the Company has a significant concentration of rental revenue from any single tenant, the inability of that tenant to make its lease payments could have an adverse effect on the Company.

Insurance

The Company’s property insurance program per occurrence limits are $1.0 billion for its portfolio insurance program, including coverage for acts of terrorism other than nuclear, biological, chemical or radiological terrorism (“Terrorism Coverage”). The Company also carries $1.35 billion of property insurance in excess of the $1.0 billion of coverage in the Company’s property insurance program for 601 Lexington Avenue, New York, New York, consisting of $750 million of property and Terrorism Coverage in excess of the Company’s property insurance program and $600 million of Terrorism Coverage only in excess of the $1.75 billion of coverage. Certain properties, including the General Motors Building located at 767 Fifth Avenue in New York, New York (“767 Fifth Avenue”), are currently insured in separate insurance programs. The property insurance program per occurrence limits for 767 Fifth Avenue are $1.625 billion, including Terrorism Coverage. The Company also currently carries nuclear, biological, chemical and radiological terrorism insurance coverage for acts of terrorism certified under the Federal Terrorism Risk Insurance Act (as amended, “TRIA”) (“NBCR Coverage”), which is provided by IXP, LLC (“IXP”) as a direct insurer, for the properties in the Company’s portfolio, including 767 Fifth Avenue, but excluding certain other properties owned in joint ventures with third parties or which the Company manages. The per occurrence limit for NBCR Coverage is $1.0 billion. 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. If the Federal Government pays out for a loss under TRIA, it is mandatory that the Federal Government recoup the full amount of the loss from insurers offering TRIA coverage after the payment of the loss pursuant to a formula in TRIA. The Company may elect to terminate the NBCR Coverage if the Federal Government seeks recoupment for losses paid under TRIA, if TRIA is not extended after its expiration on December 31, 2027, if there is a change in its portfolio or for any other reason. The Company intends to continue to monitor the scope, nature and cost of available terrorism insurance.

The Company also currently carries earthquake insurance on its properties located in areas known to be subject to earthquakes. Specifically, the Company currently carries earthquake insurance which covers its San Francisco and Los Angeles regions with a $330 million per occurrence limit, and a $330 million annual aggregate limit, $30 million of which is provided by IXP, as a direct insurer. This insurance is subject to a deductible in the amount of 5% of the value of the affected property. In addition, the Company currently carries earthquake insurance which covers its Seattle region with a $110 million per occurrence limit, and a $110 million annual aggregate limit. This insurance is subject to a deductible in the amount of 2% of the value of the affected property. The amount of the Company’s earthquake insurance coverage may not be sufficient to cover losses from earthquakes. In addition, the amount of earthquake coverage could impact the Company’s ability to finance properties subject to earthquake risk. The Company may discontinue earthquake insurance or change the structure of its earthquake insurance program on some or all of its properties in the future if the premiums exceed the Company’s estimation of the value of the coverage.

IXP, a captive insurance company which is a wholly-owned subsidiary of the Company, acts as a direct insurer with respect to a portion of the Company’s earthquake insurance coverage for its Greater San Francisco and Los Angeles properties and the Company’s NBCR Coverage. Insofar as the Company owns IXP, it is responsible for its liquidity and capital resources, and the accounts of IXP are part of the Company’s consolidated financial statements. In particular, if a loss occurs which is covered by the Company’s NBCR Coverage but is less than the applicable program trigger under TRIA, IXP would be responsible for the full amount of the loss without any backstop by the Federal Government. IXP would also be responsible for any recoupment charges by the Federal Government in the event losses are paid out and its insurance policy is maintained after the payout by the Federal Government. If the Company experiences a loss and IXP is required to pay under its insurance policy, the Company would ultimately record the loss to the extent of the required payment. Therefore, insurance coverage provided by IXP should not be considered as the equivalent of third-party insurance, but rather as a modified form of self-insurance. In addition, BPLP has issued a guarantee to cover liabilities of IXP in the amount of $20.0 million.

The Company continues to monitor the state of the insurance market in general, and the scope and costs of coverage for acts of terrorism, earthquakes, pandemics and cybersecurity incidents, in particular, but the Company cannot anticipate what coverage will be available on commercially reasonable terms in future policy years. There are other types of losses, such as from wars, for which the Company cannot obtain insurance at all or at a reasonable cost. With respect to such losses and losses from acts of terrorism, earthquakes, pandemics or other

catastrophic events, if the Company experiences a loss that is uninsured or that exceeds policy limits, the Company could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties. Depending on the specific circumstances of each affected property, it is possible that the Company could be liable for mortgage indebtedness or other obligations related to the property. Any such loss could materially and adversely affect the Company’s business, financial condition and results of operations.

State and Local Tax Matters

Because BXP is organized and qualifies as a REIT, it is generally not subject to federal income taxes, but is subject to certain state and local taxes. In the normal course of business, certain entities through which the Company owns real estate either have undergone, or are currently undergoing, tax audits. Although the Company believes that it has substantial arguments in favor of its positions in the ongoing audits, in some instances there is no controlling precedent or interpretive guidance on the specific point at issue. Collectively, tax deficiency notices received to date from the jurisdictions conducting the ongoing audits have not been material. However, there can be no assurance that future audits will not occur with increased frequency or that the ultimate result of such audits will not have a material adverse effect on the Company’s results of operations.

Environmental Matters

It is the Company’s policy to retain independent environmental consultants to conduct or update Phase I environmental assessments (which generally do not involve invasive techniques such as soil or ground water sampling) and asbestos surveys in connection with the Company’s acquisition of properties. These pre-purchase environmental assessments have not revealed environmental conditions that the Company believes will have a material adverse effect on its business, assets, financial condition, results of operations or liquidity, and the Company is not otherwise aware of environmental conditions with respect to its properties that the Company believes would have such a material adverse effect. However, from time to time environmental conditions at the Company’s properties have required and may in the future require environmental testing and/or regulatory filings, as well as remedial action.

In February 1999, the Company (through a joint venture) acquired from Exxon Corporation a property in Massachusetts that was formerly used as a petroleum bulk storage and distribution facility and was known by the state regulatory authority to contain soil and groundwater contamination. The Company developed an office park on the property. The Company engaged a specially licensed environmental consultant to oversee the management of contaminated soil and groundwater that was disturbed in the course of construction. Under the property acquisition agreement, Exxon agreed to (1) bear the liability arising from releases or discharges of oil and hazardous substances which occurred at the site prior to the Company’s ownership, (2) continue monitoring and/or remediating such releases and discharges as necessary and appropriate to comply with applicable requirements, and (3) indemnify the Company for certain losses arising from preexisting site conditions. Any indemnity claim may be subject to various defenses and contractual limitations, including time limits, and there can be no assurance that the amounts paid under the indemnity, if any, would be sufficient to cover the liabilities arising from any such releases and discharges.

Environmental investigations at some of the Company’s properties and certain properties owned by affiliates of the Company have identified groundwater contamination migrating from off-site source properties. In each case the Company engaged a licensed environmental consultant to perform the necessary investigations and assessments and to prepare any required submittals to the regulatory authorities. In each case the environmental consultant concluded that the properties qualify under the regulatory program or the regulatory practice for a status which eliminates certain deadlines for conducting response actions at a site. The Company also believes that these properties qualify for liability relief under certain statutory provisions or regulatory practices regarding upgradient releases. Although the Company believes that the current or former owners of the upgradient source properties may bear responsibility for some or all of the costs of addressing the identified groundwater contamination, the Company will take such further response actions (if any) that it deems necessary or advisable. Other than periodic testing at some of these properties, no such additional response actions are anticipated at this time.

Some of the Company’s properties and certain properties owned by the Company’s affiliates are located in urban, industrial and other previously developed areas where fill or current or historical uses of the areas have caused site contamination. Accordingly, it is sometimes necessary to institute special soil and/or groundwater handling procedures and/or include particular building design features in connection with development, construction and other property operations in order to achieve regulatory closure and/or ensure that contaminated materials are addressed in an appropriate manner. In these situations, it is the Company’s practice to investigate the nature and

extent of detected contamination, including potential issues associated with vapor intrusion concerns and/or potential contaminant migration to or from the subject property in ground water, assess potential liability risks and estimate the costs of required response actions and special handling procedures. The Company then uses this information as part of its decision-making process with respect to the acquisition, deal structure and/or development of the property. For example, the Company owns a parcel in Massachusetts which was formerly used as a quarry/asphalt batching facility. Pre-purchase testing indicated that the site contained relatively low levels of certain contaminants. The Company has developed an office park on this property. Prior to and during redevelopment activities, the Company engaged a specially licensed environmental consultant to monitor environmental conditions at the site and prepare necessary regulatory submittals based on the results of an environmental risk characterization. A submittal has been made to the regulatory authorities in order to achieve regulatory closure at this site. The submittal included an environmental deed restriction that mandates compliance with certain protective measures in a portion of the site where low levels of residual soil contamination have been left in place in accordance with applicable laws.

The Company expects that resolution of the environmental matters relating to the above will not have a material impact on its business, assets, financial condition, results of operations or liquidity. However, the Company cannot assure you that it has identified all environmental liabilities at its properties, that all necessary remediation actions have been or will be undertaken at the Company’s properties or that the Company will be indemnified, in full or at all or that the Company will have insurance coverage, in the event that such environmental liabilities arise.

10. Noncontrolling Interests

Noncontrolling interests relate to the interests in BPLP not owned by BXP and interests in consolidated property partnerships not wholly-owned by the Company. As of December 31, 2024, the noncontrolling interests in BPLP consisted of the following:


OP Units						LTIP Units (1)						2022 MYLTIP Units						2023 MYLTIP Units						2024 MYLTIP Units
15,730,882						2,335,229						252,151						322,053						330,479

(1)Includes 617,961 LTIP Units earned by employees under the Company’s multi-year long-term incentive awards granted between 2012 and 2021 (i.e., 2012 OPP and 2013 - 2021 MYLTIP awards).

Noncontrolling Interest—Common Units

During the years ended December 31, 2024 and 2023, 1,147,013 and 102,699 OP Units, respectively, were presented by the holders for redemption (including an aggregate of 122,241 and 94,863 OP Units, respectively, issued upon conversion of LTIP Units, 2012 OPP Units and MYLTIP Units) and were redeemed by BXP in exchange for an equal number of shares of Common Stock.

At December 31, 2024, BPLP had outstanding the 2022 - 2024 MYLTIP Units. Prior to the end of the respective three-year performance period for each plan, holders of MYLTIP Units are entitled to receive per unit distributions equal to one-tenth (10%) of the regular quarterly distributions payable on an OP Unit, but will not be entitled to receive any special distributions. After the three-year performance period for each plan has ended, (1) the number of MYLTIP Units, both vested and unvested, that MYLTIP award recipients have earned, if any, based on the establishment of a performance pool, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on an OP Unit and (2) with respect to the 2022 - 2024 MYLTIP Units, the Company will make a “catch-up” cash payment on the MYLTIP Units that are ultimately earned in an amount equal to the regular and special dividends, if any, declared during the performance period on a number of shares of Common Stock equal to the number of 2022 - 2024 MYLTIP Units that are earned, less the distributions actually paid during the performance period on all of the awarded 2022 - 2024 MYLTIP Units.

On February 4, 2022, the three-year measurement period for the Company’s 2019 MYLTIP awards ended and, based on BXP’s relative TSR performance, the final payout was determined to be 69.0% of target, or an aggregate of approximately $8.6 million (after giving effect to employee separations). As a result, an aggregate of 144,043 2019 MYLTIP Units that had been previously granted were automatically forfeited.

On February 3, 2023, the three-year measurement period for the Company’s 2020 MYLTIP awards ended and, based on BXP’s relative TSR performance, the final payout was determined to be 50% of target, or an aggregate of approximately $3.8 million (after giving effect to employee separations). As a result, an aggregate of 152,460 2020 MYLTIP Units that had been previously granted were automatically forfeited.

On February 1, 2024, the three-year measurement period for the Company’s 2021 MYLTIP awards ended and, based on BXP’s absolute and relative TSR performance, the final payout was determined to be 112% of target, or an aggregate of approximately $12.6 million (after giving effect to employee separations). As a result, an aggregate of 155,625 2021 MYLTIP Units that had been previously granted were automatically forfeited.

The following table presents BPLP’s distributions on the OP Units and LTIP Units and MYLTIP Units paid or declared during the years ended December 31, 2024, 2023 and 2022:


Record Date	Payment Date	Distributions per OP Unit and LTIP Unit	Distributions per MYLTIP Unit
December 31, 2024	January 30, 2025	$0.98	$0.098
September 30, 2024	October 31, 2024	$0.98	$0.098
June 28, 2024	July 31, 2024	$0.98	$0.098
March 28, 2024	April 30, 2024	$0.98	$0.098
December 29, 2023	January 30, 2024	$0.98	$0.098
September 29, 2023	October 31, 2023	$0.98	$0.098
June 30, 2023	July 31, 2023	$0.98	$0.098
March 31, 2023	April 28, 2023	$0.98	$0.098
December 30, 2022	January 30, 2023	$0.98	$0.098
September 30, 2022	October 31, 2022	$0.98	$0.098
June 30, 2022	July 29, 2022	$0.98	$0.098
March 31, 2022	April 29, 2022	$0.98	$0.098
December 31, 2021	January 28, 2022	$0.98	$0.098

A holder of an OP Unit may present the OP Unit to BPLP for redemption at any time (subject to restrictions agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, BPLP must redeem the OP Unit for cash equal to the then value of a share of Common Stock of BXP. BXP may, in its sole discretion, elect to assume and satisfy the redemption obligation by paying either cash or issuing one share of Common Stock. The value of the OP Units (other than OP Units owned by BXP), and LTIP Units (including the 2012 OPP Units and 2013 - 2021 MYLTIP Units), assuming in each case that all conditions had been met for the conversion thereof, had all of such units been redeemed at December 31, 2024 was approximately $1.4 billion based on the last reported price of a share of Common Stock on the New York Stock Exchange of $74.36 per share on December 31, 2024.

Noncontrolling Interests—Property Partnerships

The noncontrolling interests in property partnerships consist of the outside equity interests in ventures that are consolidated with the financial results of the Company because the Company exercises control over the entities that own the properties. The equity interests in these ventures that are not owned by the Company, totaling approximately $1.9 billion and $1.6 billion at December 31, 2024 and December 31, 2023, respectively, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

On March 21, 2024, the Company completed the sale of a 45% interest in 290 Binney Street in Cambridge, Massachusetts.  The Company retains a 55% ownership interest in the joint venture. The institutional investor funded approximately $97.2 million in cash at closing, which is less than 45% of the agreed upon carrying value of the property immediately prior to the transaction.  The institutional investor will fund all construction costs until its equity balance is proportionate to its ownership percentage, after which the Company and the institutional investor will fund the development project based on their respective ownership interests. The transaction did not qualify as a sale of real estate for financial reporting purposes as the Company continues to effectively control the property and thus will continue to account for the property on a consolidated basis in its financial statements and no gain was recognized in the Consolidated Statements of Operations.  The Company provides customary development, property management and leasing services to the joint venture. 

The Company has accounted for the transaction as an equity transaction and as of March 21, 2024 has recognized noncontrolling interest in its Consolidated Balance Sheets totaling approximately $104.6 million, which is

equal to 45% of the aggregate carrying value of the total equity of the property immediately prior to the transaction.  The difference between the cash proceeds received and the noncontrolling interest recognized, which was approximately $7.5 million, has been reflected as a decrease in additional paid-in capital in the Company’s Consolidated Balance Sheets.  At the end of each reporting period, there will be a reallocation of the partners’ equity balances such that the ending balance in each partners’ capital account reflects each partners’ claim on net assets. These adjustments will impact additional paid-in capital and noncontrolling interest in property partnerships in the Company’s Consolidated Balance Sheets. As of December 31, 2024, the institutional investor has funded construction costs so that its equity balance is proportionate to its ownership percentage and the Company no longer needs to make adjustments impacting additional paid-in capital and noncontrolling interest in property partnerships in the Company’s Consolidated Balance Sheets.

290 Binney Street is an approximately 573,000 net rentable square foot laboratory/life sciences development project located in Cambridge, Massachusetts.  The  development project is 100% pre-leased to a life sciences company.  

11. Stockholders’ Equity / Partners’ Capital

As of December 31, 2024, BXP had 158,174,995 shares of Common Stock outstanding.

As of December 31, 2024, BXP owned 1,762,411 general partnership units and 156,412,584 limited partnership units in BPLP.

On May 17, 2023, BXP renewed its “at the market” (“ATM”) stock offering program through which it may sell from time to time up to an aggregate of $600.0 million of its Common Stock through sales agents over a three-year period. Under the ATM stock offering program, BXP may also engage in forward sale transactions with affiliates of certain sales agents for the sale of its Common Stock on a forward basis. This program replaced BXP’s prior $600.0 million ATM stock offering program that was scheduled to expire on May 22, 2023. BXP intends to use the net proceeds from any offering for general business purposes, which may include investment opportunities and debt reduction. No shares of Common Stock have been issued under this ATM stock offering program.

During the years ended December 31, 2024 and December 31, 2023, BXP did not issue any shares of Common Stock upon the exercise of options to purchase Common Stock. As a result of the applicable exercise period ending, 103,641 options were forfeited during the year ended December 31, 2023. As of December 31, 2024, BXP does not have any outstanding options.

During the years ended December 31, 2024 and December 31, 2023, BXP issued 1,147,013 and 102,699 shares of Common Stock, respectively, in connection with the redemption of an equal number of redeemable OP Units from limited partners.

The following table presents BXP’s dividends per share and BPLP’s distributions per OP Unit and LTIP Unit paid or declared during the years ended December 31, 2024, 2023 and 2022:


Record Date	Payment Date	Dividend (Per Share)	Distribution (Per Unit)
December 31, 2024	January 30, 2025	$0.98	$0.98
September 30, 2024	October 31, 2024	$0.98	$0.98
June 28, 2024	July 31, 2024	$0.98	$0.98
March 28, 2024	April 30, 2024	$0.98	$0.98
December 29, 2023	January 30, 2024	$0.98	$0.98
September 29, 2023	October 31, 2023	$0.98	$0.98
June 30, 2023	July 31, 2023	$0.98	$0.98
March 31, 2023	April 28, 2023	$0.98	$0.98
December 30, 2022	January 30, 2023	$0.98	$0.98
September 30, 2022	October 31, 2022	$0.98	$0.98
June 30, 2022	July 29, 2022	$0.98	$0.98
March 31, 2022	April 29, 2022	$0.98	$0.98
December 31, 2021	January 28, 2022	$0.98	$0.98

12. Segment Information

Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses and about which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Makers (“CODM”). The CODM decides how resources should be allocated and assesses performance on a recurring basis, at least quarterly. The Company’s CODMs are its Chief Executive Officer and President. The CODMs review operating performance and financial reports by geographic area and property type. In addition, given the size of the Company’s joint venture portfolio, the CODMs utilize the Company’s share of net operating income (“NOI”), which includes the Company’s share of NOI from consolidated and unconsolidated joint ventures, as its profit or loss measure in assessing each segment’s performance and deciding how to allocate resources.

The Company’s share of NOI is used by the CODMs to evaluate the profitability and performance of each geographic area on a consistent and comparable basis, supporting decisions on capital resource allocation, including in connection with development, redevelopment, acquisition and disposition activities in each segment. Additionally, the Company believes its share of NOI is useful as a profit or loss measure and believes it provides useful information regarding its results of operations and financial condition because, when compared across periods, it reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income attributable to BXP, Inc. and net income attributable to Boston Properties Limited Partnership.

Asset information by segment is not reported because the Company and the CODMs are not provided with the segment asset information and therefore do not use this measure to assess performance or allocate resources. Asset values for the Company’s properties are reported in the Consolidated Balance Sheets at historical cost, which may not reflect current market values. Therefore, depreciation and amortization expense is not allocated among segments. The following are not included in the Company’s share of NOI as they are not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level: development and management services revenue, direct reimbursements of payroll and related costs from management services contracts, gains on sales of real estate, gain on sales-type lease, interest and other income (loss), other income - assignment fee, gains (losses) from investments in securities, unrealized gain (loss) on non-real estate investments, corporate general and administrative expense, payroll and related costs from management services contracts, transaction costs, depreciation and amortization expense, losses from interest rate contracts, impairment loss and interest expense. The Company’s share of NOI presented may not be comparable to what is reported by other REITs or real estate companies that define NOI differently.

The Company’s segments by geographic area are Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC. The Company also presents information for each segment by property type, including Office (which includes office, life sciences and retail), Residential and Hotel. The Company shows the different property types as the revenue from each type is derived from non-comparable lease structures.

The following tables present reconciliations of Company’s share of NOI to Net Income Attributable to BXP, Inc. and Net Income Attributable to Boston Properties Limited Partnership for the years ended December 31, 2024, 2023 and 2022.

BXP


	Year ended December 31,
		2024		2023		2022
		(in thousands)
Company’s share of NOI		$	1,984,056	$	1,965,106	$	1,883,796
Add:
Development and management services revenue		28,060		40,850		28,056
Direct reimbursements of payroll and related costs from management services contracts		16,488		17,771		15,450
Gains on sales of real estate		602		517		437,019
Gain on sales-type lease		—		—		10,058
Interest and other income (loss)		60,199		69,964		11,940
Other income - assignment fee		—		—		6,624
Gains (losses) from investments in securities		4,416		5,556		(6,453)
Unrealized gain (loss) on non-real estate investments		546		239		(150)
Net operating income attributable to noncontrolling interests in property partnerships		186,707		194,365		191,812
Less:
General and administrative expense		159,983		170,158		146,378
Payroll and related costs from management services contracts		16,488		17,771		15,450
Transaction costs		1,597		4,313		2,905
Depreciation and amortization expense		887,191		830,813		749,775
Loss from unconsolidated joint ventures		343,177		239,543		59,840
Net operating income from unconsolidated joint ventures		129,718		160,695		146,081
Losses from interest rate contracts		—		79		—
Impairment loss		13,615		—		—
Interest expense		645,117		579,572		437,139
Net Income		84,188		291,424		1,020,584
Less:
Noncontrolling interests in property partnerships		67,516		78,661		74,857
Noncontrolling interest—common units of the Operating Partnership		2,400		22,548		96,780
Net income attributable to BXP, Inc.		$	14,272	$	190,215	$	848,947

BPLP


	Year ended December 31,
		2024		2023		2022
		(in thousands)
Company’s share of NOI		$	1,984,056	$	1,965,106	$	1,883,796
Add:
Development and management services revenue		28,060		40,850		28,056
Direct reimbursements of payroll and related costs from management services contracts		16,488		17,771		15,450
Gains on sales of real estate		602		517		441,075
Gain on sales-type lease		—		—		10,058
Interest and other income (loss)		60,199		69,964		11,940
Other income - assignment fee		—		—		6,624
Gains (losses) from investments in securities		4,416		5,556		(6,453)
Unrealized gain (loss) on non-real estate investments		546		239		(150)
Net operating income attributable to noncontrolling interests in property partnerships		186,707		194,365		191,812
Less:
General and administrative expense		159,983		170,158		146,378
Payroll and related costs from management services contracts		16,488		17,771		15,450
Transaction costs		1,597		4,313		2,905
Depreciation and amortization expense		880,383		823,805		742,293
Loss from unconsolidated joint ventures		343,177		239,543		59,840
Net operating income from unconsolidated joint ventures		129,718		160,695		146,081
Losses from interest rate contracts		—		79		—
Impairment loss		13,615		—		—
Interest expense		645,117		579,572		437,139
Net Income		90,996		298,432		1,032,122
Less:
Noncontrolling interests in property partnerships		67,516		78,661		74,857
Net income attributable to Boston Properties Limited Partnership		$	23,480	$	219,771	$	957,265

The following table presents a reconciliation of Revenue from the Consolidated Financial Statements to Rental Revenue for the years ended December 31, 2024, 2023 and 2022.


	Year ended December 31,
		2024		2023		2022
		(in thousands)
Revenue		$	3,407,719	$	3,273,569	$	3,108,581
Less:
Development and management services		28,060		40,850		28,056
Direct reimbursements of payroll and related costs from management services contracts		16,488		17,771		15,450
Total rental revenue		$	3,363,171	$	3,214,948	$	3,065,075

The following tables presents the Company’s share of NOI for each geographic segment by property type, including Office (which includes office, life sciences and retail), Residential and Hotel for the years ended December 31, 2024, 2023 and 2022 (dollars in thousands).

For the year ended December 31, 2024:


	Boston			Los Angeles			New York			San Francisco			Seattle			Washington, DC			Total
Rental Revenue:
Office	$	1,159,460		$	75,353		$	1,042,460		$	522,463		$	44,080		$	418,623		$	3,262,439
Residential	17,198			—			—			13,668			—			18,642			49,508
Hotel	51,224			—			—			—			—			—			51,224
Total	1,227,882			75,353			1,042,460			536,131			44,080			437,265			3,363,171
% of Grand Totals	36.51		%	2.24		%	31.00		%	15.94		%	1.31		%	13.00		%	100.00		%
Rental Expenses:
Office	427,446			27,537			437,600			199,324			13,170			158,289			1,263,366
Residential	6,495			—			—			8,940			—			8,037			23,472
Hotel	35,288			—			—			—			—			—			35,288
Total	469,229			27,537			437,600			208,264			13,170			166,326			1,322,126
% of Grand Totals	35.49		%	2.08		%	33.10		%	15.75		%	1.00		%	12.58		%	100.00		%
Net operating income	$	758,653		$	47,816		$	604,860		$	327,867		$	30,910		$	270,939		$	2,041,045
% of Grand Totals	37.18		%	2.35		%	29.63		%	16.06		%	1.51		%	13.27		%	100.00		%
Less: Net operating income attributable to noncontrolling interests in property partnerships	(46,487)			—			(140,220)			—			—			—			(186,707)
Add: Company’s share of net operating income from unconsolidated joint ventures	35,298			27,367			15,612			18,312			7,788			25,341			129,718
Company’s share of net operating income	$	747,464		$	75,183		$	480,252		$	346,179		$	38,698		$	296,280		$	1,984,056
% of Grand Totals	37.67		%	3.79		%	24.21		%	17.45		%	1.95		%	14.93		%	100.00		%

For the year ended December 31, 2023:


	Boston			Los Angeles			New York			San Francisco			Seattle			Washington, DC			Total
Rental Revenue:
Office	$	1,093,840		$	3,890		$	1,053,615		$	539,904		$	63,830		$	364,920		$	3,119,999
Residential	16,452			—			—			14,102			—			17,038			47,592
Hotel	47,357			—			—			—			—			—			47,357
Total	1,157,649			3,890			1,053,615			554,006			63,830			381,958			3,214,948
% of Grand Totals	36.01		%	0.12		%	32.77		%	17.23		%	1.99		%	11.88		%	100.00		%
Rental Expenses:
Office	393,339			1,431			415,831			194,205			12,387			143,504			1,160,697
Residential	6,378			—			—			9,255			—			7,617			23,250
Hotel	32,225			—			—			—			—			—			32,225
Total	431,942			1,431			415,831			203,460			12,387			151,121			1,216,172
% of Grand Totals	35.51		%	0.12		%	34.19		%	16.73		%	1.02		%	12.43		%	100.00		%
Net operating income	$	725,707		$	2,459		$	637,784		$	350,546		$	51,443		$	230,837		$	1,998,776
% of Grand Totals	36.31		%	0.12		%	31.91		%	17.54		%	2.57		%	11.55		%	100.00		%
Less: Net operating income attributable to noncontrolling interests in property partnerships	(45,730)			—			(148,635)			—			—			—			(194,365)
Add: Company’s share of net operating income from unconsolidated joint ventures	34,376			48,818			14,314			16,203			7,494			39,490			160,695
Company’s share of net operating income	$	714,353		$	51,277		$	503,463		$	366,749		$	58,937		$	270,327		$	1,965,106
% of Grand Totals	36.35		%	2.61		%	25.62		%	18.66		%	3.00		%	13.76		%	100.00		%

For the year ended December 31, 2022:


	Boston			Los Angeles			New York			San Francisco			Seattle			Washington, DC			Total
Rental Revenue:
Office	$	1,005,156		$	—		$	1,031,479		$	534,397		$	31,978		$	365,402		$	2,968,412
Residential	15,086			—			—			14,769			—			27,326			57,181
Hotel	39,482			—			—			—			—			—			39,482
Total	1,059,724			—			1,031,479			549,166			31,978			392,728			3,065,075
% of Grand Totals	34.58		%	—		%	33.65		%	17.92		%	1.04		%	12.81		%	100.00		%
Rental Expenses:
Office	360,218			—			391,293			183,353			8,386			135,237			1,078,487
Residential	5,961			—			—			11,371			—			12,251			29,583
Hotel	27,478			—			—			—			—			—			27,478
Total	393,657			—			391,293			194,724			8,386			147,488			1,135,548
% of Grand Totals	34.66		%	—		%	34.46		%	17.15		%	0.74		%	12.99		%	100.00		%
Net operating income	$	666,067		$	—		$	640,186		$	354,442		$	23,592		$	245,240		$	1,929,527
% of Grand Totals	34.52		%	—		%	33.18		%	18.37		%	1.22		%	12.71		%	100.00		%
Less: Net operating income attributable to noncontrolling interests in property partnerships	(45,822)			—			(145,990)			—			—			—			(191,812)
Add: Company’s share of net operating income from unconsolidated joint ventures	34,233			53,023			1,594			12,785			7,690			36,756			146,081
Company’s share of net operating income	$	654,478		$	53,023		$	495,790		$	367,227		$	31,282		$	281,996		$	1,883,796
% of Grand Totals	34.75		%	2.81		%	26.32		%	19.49		%	1.66		%	14.97		%	100.00		%

13. Earnings Per Share / Common Unit

BXP

The following table provides a reconciliation of both the net income attributable to BXP, Inc. and the number of common shares used in the computation of basic earnings per share (“EPS”), which is calculated by dividing net income attributable to BXP, Inc. by the weighted-average number of common shares outstanding during the period. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities. As such, unvested restricted common stock of BXP and BPLP’s LTIP Units, 2012 OPP Units and MYLTIP Units are considered participating securities. Participating securities are included in the computation of basic EPS of BXP using the two-class method. Participating securities are included in the computation of diluted EPS of BXP using the if-converted method if the impact is dilutive. Because the 2012 OPP Units and 2013 - 2021 MYLTIP Units required, and the 2022 - 2024 MYLTIP Units require, BXP to outperform certain performance thresholds, unless such thresholds have been met by the end of the applicable reporting period, BXP excludes such units from the diluted EPS calculation. Other potentially dilutive common shares, including stock options, restricted stock and other securities of BPLP that are exchangeable for BXP’s Common Stock, and the related impact on earnings, are considered when calculating diluted EPS.


	Year ended December 31, 2024
	Income (Numerator)		Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to BXP, Inc.	$	14,272	157,468	$	0.09


Effect of Dilutive Securities:
Stock Based Compensation	—		325	—
Diluted Earnings:
Net income attributable to BXP, Inc.	$	14,272	157,793	$	0.09

	Year ended December 31, 2023
	Income (Numerator)		Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to BXP, Inc.	$	190,215	156,863	$	1.21


Effect of Dilutive Securities:
Stock Based Compensation	—		338	—
Diluted Earnings:
Net income attributable to BXP, Inc.	$	190,215	157,201	$	1.21

	Year ended December 31, 2022
	Income (Numerator)		Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to BXP, Inc.	$	848,947	156,726	$	5.42
Allocation of undistributed earnings to participating securities	(891)		—	(0.01)
Net income attributable to BXP, Inc.	848,056		156,726	5.41
Effect of Dilutive Securities:
Stock Based Compensation	—		411	(0.01)
Diluted Earnings:
Net income attributable to BXP, Inc.	$	848,056	157,137	$	5.40

BPLP

The following table provides a reconciliation of both the net income attributable to Boston Properties Limited Partnership and the number of common units used in the computation of basic earnings per common unit, which is calculated by dividing net income attributable to Boston Properties Limited Partnership by the weighted-average number of common units outstanding during the period. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities. As such, unvested restricted common stock of BXP and BPLP’s LTIP Units, 2012 OPP Units and MYLTIP Units are considered participating securities. Participating securities are included in the computation of basic earnings per common unit using the two-class method. Participating securities are included in the computation of diluted earnings per common unit using the if-converted method if the impact is dilutive. Because the 2012 OPP Units and 2013 - 2021 MYLTIP Units required, and the 2022 - 2024 MYLTIP Units require, BXP to outperform certain performance thresholds, unless such thresholds have been met by the end of the applicable reporting period, BPLP excludes such units from the diluted earnings per common unit calculation. Other potentially dilutive common units and the related impact on earnings are considered when calculating diluted earnings per common unit. Included in

the number of units (the denominator) below are approximately 17,922,000, 17,933,000 and 17,634,000 redeemable common units for the years ended December 31, 2024, 2023 and 2022, respectively.


	Year ended December 31, 2024
	Income (Numerator)		Units (Denominator)	Per Unit Amount
	(in thousands, except for per unit amounts)
Basic Earnings:
Net income attributable to Boston Properties Limited Partnership	$	23,480	175,390	$	0.13


Effect of Dilutive Securities:
Stock Based Compensation	—		325	—
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership	$	23,480	175,715	$	0.13

	Year ended December 31, 2023
	Income (Numerator)		Units (Denominator)	Per Unit Amount
	(in thousands, except for per unit amounts)
Basic Earnings:
Net income attributable to Boston Properties Limited Partnership	$	219,771	174,796	$	1.26


Effect of Dilutive Securities:
Stock Based Compensation	—		338	(0.01)
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership	$	219,771	175,134	$	1.25

	Year ended December 31, 2022
	Income (Numerator)		Units (Denominator)	Per Unit Amount
	(in thousands, except for per unit amounts)
Basic Earnings:
Net income attributable to Boston Properties Limited Partnership	$	957,265	174,360	$	5.49
Allocation of undistributed earnings to participating securities	(991)		—	(0.01)
Net income attributable to Boston Properties Limited Partnership	956,274		174,360	5.48
Effect of Dilutive Securities:
Stock Based Compensation	—		411	(0.01)
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership	$	956,274	174,771	$	5.47

14. Employee Benefit Plans

Effective January 1, 1985, the predecessor of the Company adopted a 401(k) Savings Plan (the “Plan”) for its employees. Upon formation, the Company adopted the Plan and the terms of the Plan.

Under the Plan, as amended, the Company’s matching contribution equals 200% of the first 3% of participant’s eligible earnings contributed (utilizing earnings that are not in excess of an amount established by the IRS ($345,000, $330,000 and $305,000 in 2024, 2023 and 2022, respectively), indexed for inflation) with no vesting requirement. The Company’s aggregate matching contribution for the years ended December 31, 2024, 2023 and 2022 was approximately $5.9 million, $5.4 million and $4.8 million, respectively.

The Company also maintains a deferred compensation plan that is designed to allow officers of BXP to defer a portion of the officer’s current income on a pre-tax basis and receive a tax-deferred return on these deferrals based on the performance of specific investments selected by the officer. The Company’s obligation under the plan is that of an unsecured promise to pay the deferred compensation to the plan participants in the future. At December 31, 2024 and 2023, the Company had maintained approximately $38.7 million and $35.3 million, respectively, in a separate account, which is not restricted as to its use. The Company’s liability under the plan is equal to the total amount of compensation deferred by the plan participants and earnings on the deferred compensation pursuant to investments elected by the plan participants. The Company’s liability as of December 31, 2024 and 2023 was approximately $38.7 million and $35.3 million, respectively, which are included in the accompanying Consolidated Balance Sheets.

15. Stock Option and Incentive Plan

At the Company’s 2021 annual meeting of stockholders held on May 20, 2021, its stockholders approved the Boston Properties, Inc. 2021 Stock Incentive Plan (the “2021 Plan”). The 2021 Plan replaced the Boston Properties, Inc. 2012 Stock Option and Incentive Plan (the “2012 Plan”) and no further awards will be issued under the 2012 Plan. The material features of the 2021 Plan include, among other things: (i) the maximum number of shares of common stock reserved and available for issuance under the 2021 Plan is 5,400,000 shares less one share for every one share that was granted between March 4, 2021 and May 19, 2021 under the 2012 Plan, (ii) shares of common stock underlying awards granted under the 2021 Plan or the 2012 Plan that are forfeited, canceled or otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2021 Plan and, with respect to “full-value” awards under the 2021 Plan or the 2012 Plan, shares tendered or held back for taxes and shares previously reserved for issuance pursuant to such an award to the extent that such shares are not issued and are no longer issuable pursuant to such an award (e.g., in the event that a full-value award that may be settled in cash or by issuance of shares of common stock is settled in cash) will be added back to the shares available for issuance under the 2021 Plan, (iii) the award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock units, restricted stock, unrestricted stock, dividend equivalent rights, cash-based awards and other equity-based awards (including LTIP Units) is permitted, (iv) stock options may not be repriced and “underwater” stock options may not be exchanged for another award or cash without stockholder approval; and (v) the term of the 2021 Plan ends ten years from the date of stockholder approval, or May 20, 2031.

On January 25, 2024, the Compensation Committee of BXP’s Board of Directors approved the grant of 2024 Multi-Year Long-Term Incentive Program (the “2024 MYLTIP”) awards under the 2021 Plan to certain executive officers of BXP. The 2024 MYLTIP awards consists of three components. Two of the components, each weighted 40%, utilize BXP’s TSR over a three-year measurement period as the performance metrics and the third component utilizes a leverage ratio as the performance metric. Earned awards will range from zero to a maximum of 330,479 LTIP Units depending on BXP’s performance under the three components, with a target of approximately 165,240 LTIP Units. Under ASC 718 “Compensation - Stock Compensation,” the 2024 MYLTIP awards have an aggregate value of approximately $11.1 million.

BXP issued 83,316, 73,762 and 41,818 shares of restricted common stock and BPLP issued 451,044, 430,824 and 280,616 LTIP Units to employees and non-employee directors under the 2012 Plan and the 2021 Plan during the years ended December 31, 2024, 2023 and 2022, respectively. BXP did not issue any non-qualified stock options under the 2012 Plan or 2021 Plan during the years ended December 31, 2024, 2023 and 2022. BPLP issued 330,479 2024 MYLTIP Units, 322,053 2023 MYLTIP Units and 254,061 2022 MYLTIP Units to employees under the 2021 Plan during the years ended December 31, 2024, 2023 and 2022, respectively. Employees and non-employee directors paid $0.01 per share of restricted common stock and $0.25 per LTIP Unit and MYLTIP Unit. When issued, LTIP Units are not economically equivalent in value to a share of Common Stock, but over time can increase in value to one-for-one parity with Common Stock if there is sufficient appreciation in the value of the Company’s assets. The aggregate value of the LTIP Units is included in noncontrolling interests in the Consolidated Balance Sheets of BXP and BPLP. A majority of the grants of restricted common stock and LTIP Units to employees vest in four equal annual installments. Restricted common stock is measured at fair value on the date of grant based on the number of shares granted and the closing price of BXP’s Common Stock on the date of grant as quoted on the New York Stock Exchange. Such value is recognized as an expense ratably over the corresponding employee service period. Because the 2012 OPP Units and 2013 - 2024 MYLTIP Units are subject to both a service condition and a market condition, the Company recognizes the related compensation expense under the graded vesting attribution method. Under the graded vesting attribution method, each portion of the award that vests at a different date is accounted for as a separate award and recognized over the period appropriate to that portion so that the compensation cost for each portion should be recognized in full by the time that portion vests. The Company recognizes forfeitures as they occur on its awards of stock-based compensation. Dividends paid on both vested and unvested shares of restricted stock are charged directly to Dividends in Excess of Earnings in BXP’s Consolidated Balance Sheets and Partners’ Capital in BPLP’s Consolidated Balance Sheets. Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and MYLTIP Units was approximately $42.6 million, $50.2 million and $50.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. At December 31, 2024, there was (1) an aggregate of approximately $21.6 million of unrecognized compensation expense related to unvested restricted stock and LTIP Units and (2) no unrecognized compensation expense related to unvested 2022 - 2024 MYLTIP Units. The unrecognized compensation expense related to unvested restricted stock and LTIP Units is expected to be recognized over a weighted-average period of approximately 2.4 years.

The shares of restricted stock were valued at approximately $5.3 million ($63.28 per share weighted-average), $5.4 million ($72.57 per share weighted-average) and $4.7 million ($111.47 per share weighted-average) for the years ended December 31, 2024, 2023 and 2022, respectively.

LTIP Units were valued using a Monte Carlo simulation method model in accordance with the provisions of ASC 718. LTIP Units issued during the years ended December 31, 2024, 2023 and 2022 were valued at approximately $26.8 million, $29.9 million and $28.9 million, respectively. The weighted-average per unit fair value of LTIP Unit grants in 2024, 2023 and 2022 was $59.41, $69.29 and $103.06, respectively. The per unit fair value of each LTIP Unit granted in 2024, 2023 and 2022 was estimated on the date of grant using the following assumptions; an expected life of 5.7 years, 5.7 years and 5.7 years, a risk-free interest rate of 4.03%, 3.67% and 1.71% and an expected price volatility of 36.0%, 32.0% and 31.0%, respectively.

There were no non-qualified stock options granted during the years ended December 31, 2024, 2023 and 2022.

A summary of the status of BXP’s stock options as of December 31, 2024, 2023 and 2022 and changes during the years then ended are presented below:


	Shares	Weighted-Average Exercise Price
Outstanding at December 31, 2021	103,641	$	97.01
Exercised	—	$	—
Outstanding at December 31, 2022	103,641	$	97.01
Forfeited	(103,641)	$	—
Outstanding at December 31, 2023	—	$	—
Exercised	—	$	—
Outstanding at December 31, 2024	—	$	—

There were no stock options outstanding as of December 31, 2024 and 2023. In addition, BXP had 103,641 options exercisable and vested at a weighted-average exercise price of $97.01 at December 31, 2022.

BXP adopted the 1999 Non-Qualified Employee Stock Purchase Plan (the “Stock Purchase Plan”) to encourage the ownership of Common Stock by eligible employees. The Stock Purchase Plan became effective on January 1, 1999 with an aggregate maximum of 250,000 shares of Common Stock available for issuance. The Stock Purchase Plan provides for eligible employees to purchase on the business day immediately following the end of the biannual purchase periods (i.e., January 1-June 30 and July 1-December 31) shares of Common Stock at a purchase price equal to 85% of the average closing prices of the Common Stock during the last ten business days of the purchase period. BXP issued 17,237, 18,552 and 9,813 shares with the weighted-average purchase price equal to $56.28 per share, $51.93 per share and $87.30 per share under the Stock Purchase Plan during the years ended December 31, 2024, 2023 and 2022, respectively.

16. Related Party Transactions

Raymond A. Ritchey’s brother was employed by a real estate brokerage firm and participated in brokerage activities for which the Company paid the firm approximately $0.5 million and $1.6 million for the years ended December 31, 2023 and 2022, respectively. The Company’s contract with this real estate brokerage firm ended on February 1, 2023 and as a result, it will not pay any further leasing commission to Mr. Ritchey’s brother. Mr. Ritchey is a Senior Executive Vice President of BXP.

On June 5, 2023, a joint venture in which the Company owns a 30% interest repaid the construction loan collateralized by its 500 North Capitol Street, NW property and obtained new mortgage loans with related parties. The new mortgage loans have an aggregate principal balance of $105.0 million, bear interest at a weighted average fixed rate of 6.83% per annum and mature on June 5, 2026. The Company funded $10.5 million of the refinancing at a fixed rate equal to 8.03% per annum. The loan has been reflected as a Related Party Note Receivable, Net on the Company’s Consolidated Balance Sheets. The Company has recognized interest income of approximately $0.8 million and $0.6 million for the years ended December 31, 2024 and 2023, respectively. 500 North Capitol Street, NW is an approximately 231,000 net rentable square foot office property in Washington, DC.

On July 13, 2018, the Company entered into a joint venture with a third party to acquire a development site at 3 Hudson Boulevard that, upon the future acquisition of additional available development rights, can accommodate an office tower with up to 2.0 million net rentable square feet located on the entire square block between 11th Avenue and Hudson Boulevard Park from West 34th Street to West 35th Street in New York City. The Company owns a 25% interest in, and is the managing member of the joint venture. The Company provided $80.0 million of mortgage financing to the joint venture that bears interest at a variable rate equal to Term SOFR plus approximately 3.61% per annum and matured on August 7, 2024 and is currently in maturity default. The joint venture is negotiating a new third-party loan, however, there can be no assurance that the joint venture will enter into a new third-party loan on the terms and schedule currently contemplated or at all. The Company is the lender of the loan, and the loan and accrued interest are reflected as Related Party Note Receivables, Net and Tenant and Other Receivables, Net, respectively, on the Company’s Consolidated Balance Sheets. The Company has recognized interest income of approximately $11.6 million, $8.9 million and $5.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. The Company's policy is to record notes receivable at their unamortized cost, net of any unamortized deferred fees or costs, premiums or discounts and an allowance for credit losses. Loan fees

and direct costs associated with loans originated by the Company are deferred and amortized over the term of the note as interest income.

In accordance with the 2021 Plan, and as approved by its Board of Directors, eight non-employee directors made elections to receive deferred stock units in lieu of cash fees for 2024. As a result of these elections, the aggregate cash fees otherwise payable to a non-employee director during a fiscal quarter are converted into a number of deferred stock units equal to the aggregate cash fees divided by the last reported sales price of a share of BXP’s Common Stock on the last trading of the applicable fiscal quarter. The deferred stock units are also credited with dividend equivalents as dividends are paid by BXP. The deferred stock units may be settled in shares of BXP’s Common Stock upon the cessation of such director’s service on the Board of Directors of BXP. The non-employee director compensation program provides, subject to certain conditions, the non-employee directors holding deferred stock units with the ability to elect, following cessation of their service on BXP’s Board of Directors, to diversify their investment elections into non-employer securities on a pre-tax basis and receive tax-deferred returns on such deferrals, which will ultimately be settled in cash. The Company’s obligation under the plan is that of an unsecured promise to pay the deferred compensation to the non-employee director in the future. At December 31, 2024 and 2023, the Company had maintained approximately $0.7 million and $0.8 million, respectively, in a separate account, which is not restricted as to its use. The Company’s liability under the plan is equal to the total amount of compensation deferred by the non-employee director and earnings on the deferred compensation pursuant to investments elected by the non-employee director. The Company’s liability as of December 31, 2024 and 2023 was approximately $0.7 million and $0.8 million, respectively, which is included in the accompanying Consolidated Balance Sheets. The terms of the non-employee director compensation program require the classification of these deferred stock units as temporary equity on the Consolidated Balance Sheets of BXP, Inc. and Boston Properties Limited Partnership within Redeemable Deferred Stock Units. At December 31, 2024 and 2023, BXP had outstanding 128,227 and 119,471 deferred stock units, respectively.

17. Subsequent Events

On January 2, 2025, a joint venture in which the Company has a 50% ownership interest fully placed in-service 651 Gateway, an approximately 327,000 net rentable square feet laboratory/life sciences project located in South San Francisco, California.

On January 15, 2025, BPLP repaid $850.0 million in aggregate principal amount of its 3.200% senior notes due January 15, 2025. The repayment was completed with available cash and the proceeds from BPLP’s August 2024 offering of unsecured senior notes (See Note 7). The repayment price was approximately $863.6 million, which was equal to the stated principal plus approximately $13.6 million of accrued and unpaid interest to, but not including, the repayment date. Excluding the accrued and unpaid interest, the repayment price was equal to the principal amount being repaid.

On January 22, 2025, BXP’s Compensation Committee approved the 2025 Multi-Year Long-Term Incentive Program (the “2025 MYLTIP”) awards under the 2021 Plan to certain executive officers of BXP. The 2025 MYLTIP awards consists of three components. Two of the components are each weighted 40% and utilize BXP’s TSR and BXP’s diluted FFO per share growth, respectively, over a three year measurement period as the performance metrics and the third component utilizes a leverage ratio as the performance metric. Earned awards will range from zero to a maximum of 354,940 LTIP Units depending on BXP’s performance under the three components, with a target of approximately 177,470 LTIP Units. Under ASC 718, the 2025 MYLTIP awards have an aggregate value of approximately $12.7 million.

On January 31, 2025, the three-year measurement period for the Company’s 2022 MYLTIP awards ended and, based on BXP’s absolute and relative TSR performance, the final payout was determined to be 59% of target, or an aggregate of approximately $5.4 million (after giving effect to employee separations). As a result, an aggregate of 177,919 2022 MYLTIP Units that had been previously granted were automatically forfeited.

On January 31, 2025 and February 4, 2025, BXP issued an aggregate of 47,649 shares of restricted common stock and BPLP issued an aggregate of 388,988 LTIP Units under the 2021 Plan to certain employees of BXP.

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