Item 1. Financial Statements.

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Item 1. Financial Statements.


BXP, INC. CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for share and par value amounts)
	September 30, 2024		December 31, 2023
ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $7,646,435 and $7,054,075 at September 30, 2024 and December 31, 2023, respectively)	$	27,557,824	$	26,749,209
Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at September 30, 2024 and December 31, 2023, respectively)	372,896		401,680
Right of use assets - operating leases (amounts related to VIEs of $145,052 and $158,885 at September 30, 2024 and December 31, 2023, respectively)	339,804		324,298
Less: accumulated depreciation (amounts related to VIEs of $(1,601,919) and $(1,501,483) at September 30, 2024 and December 31, 2023, respectively)	(7,369,545)		(6,881,728)
Total real estate	20,900,979		20,593,459
Cash and cash equivalents (amounts related to VIEs of $322,604 and $245,317 at September 30, 2024 and December 31, 2023, respectively)	1,420,475		1,531,477
Cash held in escrows (amounts related to VIEs of $5,032 and $22,160 at September 30, 2024 and December 31, 2023, respectively)	51,009		81,090
Investments in securities	39,186		36,337
Tenant and other receivables, net (amounts related to VIEs of $19,216 and $27,987 at September 30, 2024 and December 31, 2023, respectively)	99,706		122,407
Note receivable, net	3,937		1,714
Related party notes receivable, net	88,788		88,779
Sales-type lease receivable, net	14,429		13,704
Accrued rental income, net (amounts related to VIEs of $425,867 and $401,159 at September 30, 2024 and December 31, 2023, respectively)	1,438,492		1,355,212
Deferred charges, net (amounts related to VIEs of $201,947 and $175,383 at September 30, 2024 and December 31, 2023, respectively)	794,571		760,421
Prepaid expenses and other assets (amounts related to VIEs of $50,275 and $11,824 at September 30, 2024 and December 31, 2023, respectively)	132,078		64,230
Investments in unconsolidated joint ventures	1,421,886		1,377,319
Total assets	$	26,405,536	$	26,026,149
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $3,280,817 and $3,277,185 at September 30, 2024 and December 31, 2023, respectively)	$	4,275,155	$	4,166,379
Unsecured senior notes, net	10,642,033		10,491,617
Unsecured line of credit	—		—
Unsecured term loans, net	798,058		1,198,301
Unsecured commercial paper	500,000		—
Lease liabilities - finance leases (amounts related to VIEs of $20,897 and $20,794 at September 30, 2024 and December 31, 2023, respectively)	373,260		417,961
Lease liabilities - operating leases (amounts related to VIEs of $154,637 and $145,826 at September 30, 2024 and December 31, 2023, respectively)	389,444		350,391
Accounts payable and accrued expenses (amounts related to VIEs of $120,092 and $59,667 at September 30, 2024 and December 31, 2023, respectively)	444,288		458,329
Dividends and distributions payable	172,191		171,176
Accrued interest payable	121,360		133,684
Other liabilities (amounts related to VIEs of $89,876 and $115,275 at September 30, 2024 and December 31, 2023, respectively)	407,441		445,947
Total liabilities	18,123,230		17,833,785


BXP, INC. CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for share and par value amounts)
	September 30, 2024		December 31, 2023
Commitments and contingencies (See Note 8)
Redeemable deferred stock units— 132,930 and 119,471 units outstanding at redemption value at September 30, 2024 and December 31, 2023, respectively	10,696		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, 158,058,798 and 157,019,766 issued and 157,979,898 and 156,940,866 outstanding at September 30, 2024 and December 31, 2023, respectively	1,580		1,569
Additional paid-in capital	6,822,489		6,715,149
Dividends in excess of earnings	(1,035,710)		(816,152)
Treasury common stock at cost, 78,900 shares at September 30, 2024 and December 31, 2023	(2,722)		(2,722)
Accumulated other comprehensive loss	(26,428)		(21,147)
Total stockholders’ equity attributable to BXP, Inc.	5,759,209		5,876,697
Noncontrolling interests:
Common units of Boston Properties Limited Partnership	638,129		666,580
Property partnerships	1,874,272		1,640,704
Total equity	8,271,610		8,183,981
Total liabilities and equity	$	26,405,536	$	26,026,149

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

BXP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Revenue
Lease	$	799,471	$	767,181	$	2,378,616	$	2,285,789
Parking and other	34,255		30,428		101,086		81,421
Hotel	15,082		13,484		38,080		35,554
Development and management services	6,770		9,284		19,276		28,122
Direct reimbursements of payroll and related costs from management services contracts	3,649		3,906		12,090		13,750
Total revenue	859,227		824,283		2,549,148		2,444,636
Expenses
Operating
Rental	327,897		300,192		963,480		882,536
Hotel	9,833		9,020		25,687		23,852
General and administrative	33,352		31,410		127,479		131,387
Payroll and related costs from management services contracts	3,649		3,906		12,090		13,750
Transaction costs	188		751		890		1,970
Depreciation and amortization	222,890		207,435		661,148		618,746
Total expenses	597,809		552,714		1,790,774		1,672,241
Other income (expense)
Income (loss) from unconsolidated joint ventures	(7,011)		(247,556)		6,376		(261,793)
Gains on sales of real estate	517		517		517		517

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

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

Unrealized gain (loss) on non-real estate investment	94		(51)		548		332
Impairment loss	—		—		(13,615)		—

Interest expense	(163,194)		(147,812)		(474,727)		(424,492)
Net income (loss)	108,452		(103,543)		322,005		138,269
Net (income) loss attributable to noncontrolling interests
Noncontrolling interests in property partnerships	(15,237)		(20,909)		(50,283)		(59,337)
Noncontrolling interest—common units of the Operating Partnership	(9,587)		12,626		(28,596)		(8,642)
Net income (loss) attributable to BXP, Inc.	$	83,628	$	(111,826)	243,126		70,290
Basic earnings per common share attributable to BXP, Inc.
Net income (loss)	$	0.53	$	(0.71)	$	1.55	$	0.45
Weighted average number of common shares outstanding	157,725		156,880		157,250		156,837
Diluted earnings per common share attributable to BXP, Inc.
Net income (loss)	$	0.53	$	(0.71)	$	1.54	$	0.45
Weighted average number of common and common equivalent shares outstanding	158,213		156,880		157,547		157,177

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

BXP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited and in thousands)


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Net income (loss)	$	108,452	$	(103,543)	$	322,005	$	138,269
Other comprehensive income (loss):
Effective portion of interest rate contracts	(32,263)		5,459		(14,976)		13,886
Amortization of interest rate contracts (1)	3,077		1,677		9,518		5,026
Other comprehensive income (loss)	(29,186)		7,136		(5,458)		18,912
Comprehensive income (loss)	79,266		(96,407)		316,547		157,181
Net income attributable to noncontrolling interests	(24,824)		(8,283)		(78,879)		(67,979)
Other comprehensive (income) loss attributable to noncontrolling interests	2,913		(864)		177		(2,327)
Comprehensive income (loss) attributable to BXP, Inc.	$	57,355	$	(105,554)	$	237,845	$	86,875

(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 (unaudited and 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, June 30, 2024	157,098	$	1,571	$	6,768,686	$	(964,518)	$	(2,722)	$	(155)	$	677,789	$	1,801,676	$	8,282,327
Redemption of operating partnership units to common stock	875	9		30,983		—		—		—		(30,992)		—		—
Allocated net income for the period	—	—		—		83,628		—		—		9,587		15,237		108,452
Dividends/distributions declared	—	—		—		(154,820)		—		—		(17,986)		—		(172,806)
Shares issued pursuant to stock purchase plan	9	—		541		—		—		—		—		—		541
Net activity from stock option and incentive plan	(2)	—		(1,773)		—		—		—		3,225		—		1,452
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	—	—		23,615		—		—		—		—		72,109		95,724
Distributions to noncontrolling interests in property partnerships	—	—		—		—		—		—		—		(14,894)		(14,894)
Effective portion of interest rate contracts	—	—		—		—		—		(28,910)		(3,353)		—		(32,263)
Amortization of interest rate contracts	—	—		—		—		—		2,637		296		144		3,077
Reallocation of noncontrolling interest	—	—		437		—		—		—		(437)		—		—
Equity, September 30, 2024	157,980	$	1,580	$	6,822,489	$	(1,035,710)	$	(2,722)	$	(26,428)	$	638,129	$	1,874,272	$	8,271,610

Equity, June 30, 2023	156,854	$	1,569	$	6,561,161	$	(516,550)	$	(2,722)	$	(3,406)	$	689,123	$	1,557,368	$	8,286,543
Redemption of operating partnership units to common stock	79	—		2,920		—		—		—		(2,920)		—		—
Allocated net income (loss) for the period	—	—		—		(111,925)		—		—		(12,527)		20,909		(103,543)
Dividends/distributions declared	—	—		—		(153,800)		—		—		(18,301)		—		(172,101)
Shares issued pursuant to stock purchase plan	10	—		570		—		—		—		—		—		570
Net activity from stock option and incentive plan	(4)	—		421		—		—		—		4,065		—		4,486
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	—	—		—		—		—		—		—		22,635		22,635
Distributions to noncontrolling interests in property partnerships	—	—		—		—		—		—		—		(12,150)		(12,150)
Effective portion of interest rate contracts	—	—		—		—		—		4,896		563		—		5,459
Amortization of interest rate contracts	—	—		—		—		—		1,376		157		144		1,677
Reallocation of noncontrolling interest	—	—		3,573		—		—		—		(3,573)		—		—
Equity, September 30, 2023	156,939	$	1,569	$	6,568,645	$	(782,275)	$	(2,722)	$	2,866	$	656,587	$	1,588,906	$	8,033,576


BXP, INC. CONSOLIDATED STATEMENTS OF EQUITY (unaudited and 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, 2023	156,941	$	1,569	$	6,715,149	$	(816,152)	$	(2,722)	$	(21,147)	$	666,580	$	1,640,704	$	8,183,981
Redemption of operating partnership units to common stock	952	11		33,735		—		—		—		(33,746)		—		—
Allocated net income for the period	—	—		—		243,126		—		—		28,596		50,283		322,005
Dividends/distributions declared	—	—		—		(462,684)		—		—		(55,692)		—		(518,376)
Shares issued pursuant to stock purchase plan	17	—		1,141		—		—		—		—		—		1,141
Net activity from stock option and incentive plan	70	—		2,988		—		—		—		31,535		—		34,523
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	—	—		70,941		—		—		—		—		235,206		306,147
Distributions to noncontrolling interests in property partnerships	—	—		—		—		—		—		—		(52,353)		(52,353)
Effective portion of interest rate contracts	—	—		—		—		—		(13,429)		(1,547)		—		(14,976)
Amortization of interest rate contracts	—	—		—		—		—		8,148		938		432		9,518
Reallocation of noncontrolling interest	—	—		(1,465)		—		—		—		1,465		—		—
Equity, September 30, 2024	157,980	$	1,580	$	6,822,489	$	(1,035,710)	$	(2,722)	$	(26,428)	$	638,129	$	1,874,272	$	8,271,610

Equity, 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	100	1		3,713		—		—		—		(3,714)		—		—
Allocated net income for the period	—	—		—		70,290		—		—		8,642		59,337		138,269
Dividends/distributions declared	—	—		—		(461,209)		—		—		(55,038)		—		(516,247)
Shares issued pursuant to stock purchase plan	19	—		1,156		—		—		—		—		—		1,156
Net activity from stock option and incentive plan	62	—		3,759		—		—		—		42,088		—		45,847
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	—	—		—		—		—		—		—		30,190		30,190
Distributions to noncontrolling interests in property partnerships	—	—		—		—		—		—		—		(48,370)		(48,370)
Effective portion of interest rate contracts	—	—		—		—		—		12,461		1,425		—		13,886
Amortization of interest rate contracts	—	—		—		—		—		4,123		471		432		5,026
Reallocation of noncontrolling interest	—	—		20,870		—		—		—		(20,870)		—		—
Equity, September 30, 2023	156,939	$	1,569	$	6,568,645	$	(782,275)	$	(2,722)	$	2,866	$	656,587	$	1,588,906	$	8,033,576

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


BXP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
	Nine months ended September 30,
	2024		2023
Cash flows from operating activities:
Net income	$	322,005	$	138,269
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	661,148		618,746
Impairment loss	13,615		—
Amortization of right of use assets - operating leases	1,719		1,502
Amortization of sales type lease	(738)		—
Amortization of above and below market leases	(4,245)		—
Non-cash compensation expense	39,552		46,699
(Income) loss from unconsolidated joint ventures	(6,376)		261,793
Distributions of net cash flow from operations of unconsolidated joint ventures	27,332		21,871
Gains from investments in securities	(4,785)		(2,311)
Allowance for current expected credit losses	44		302
Non-cash portion of interest expense	25,575		22,541


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

Unrealized gain on non-real estate investment	(548)		(332)
Change in assets and liabilities:
Tenant and other receivables, net	23,932		(13,467)

Accrued rental income, net	(78,576)		(72,190)
Prepaid expenses and other assets	(73,215)		(76,621)
Right of use assets - operating lease	(750)		(25,640)
Lease liabilities - operating leases	(390)		282
Accounts payable and accrued expenses	7,596		40,914
Accrued interest payable	(12,383)		24,648
Other liabilities	(27,579)		(6,254)
Tenant leasing costs	(61,661)		(65,863)
Total adjustments	528,750		776,103
Net cash provided by operating activities	850,755		914,372
Cash flows from investing activities:

Construction in progress	(469,948)		(361,625)
Building and other capital improvements	(118,411)		(117,393)
Tenant improvements	(178,835)		(244,841)
Proceeds from sales of real estate	517		517
Acquisition of real estate (net of cash received upon consolidation)	6,086		—

Capital contributions to unconsolidated joint ventures	(87,498)		(148,875)
Capital distributions from unconsolidated joint ventures	—		7,350

Investment in non-real estate investments	(1,500)		(1,990)
Issuance of note receivables (including related party)	(2,223)		(10,500)

Investments in securities, net	1,025		1,779
Net cash used in investing activities	(850,787)		(875,578)


BXP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
	Nine months ended September 30,
	2024		2023
Cash flows from financing activities:

Repayments of mortgage notes payable	(3,461)		—
Proceeds from unsecured senior notes	849,671		747,727
Repayment / redemption of unsecured senior notes	(700,000)		(500,000)


Borrowings on unsecured term loans	—		1,200,000
Payments on finance lease obligations	(9,250)		—
Repayment of unsecured term loans	(500,000)		(730,000)
Borrowings on commercial paper program	3,554,932		—
Repayments on commercial paper program	(3,054,932)		—
Deferred financing costs	(10,892)		(12,639)
Net activity from equity transactions	(1,728)		367
Dividends and distributions	(517,361)		(514,974)
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	304,323		12,671
Distributions to noncontrolling interests in property partnerships	(52,353)		(48,370)
Net cash provided by (used in) financing activities	(141,051)		154,782
Net increase (decrease) in cash and cash equivalents and cash held in escrows	(141,083)		193,576
Cash and cash equivalents and cash held in escrows, beginning of period	1,612,567		736,812
Cash and cash equivalents and cash held in escrows, end of period	$	1,471,484	$	930,388

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

Cash and cash equivalents, end of period	$	1,420,475	$	882,647
Cash held in escrows, end of period	51,009		47,741
Cash and cash equivalents and cash held in escrows, end of period	$	1,471,484	$	930,388

Supplemental disclosures:
Cash paid for interest (net of amounts capitalized)	$	505,746	$	404,016
Interest capitalized	$	31,342	$	33,426

Non-cash investing and financing activities:
Write-off of fully depreciated real estate	$	(76,653)	$	(111,154)
Change in real estate included in accounts payable and accrued expenses	$	(21,035)	$	29,435
Right of use assets obtained in exchange for lease liabilities - operating lease	$	30,631	$	134,509
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	$	86,860	$	17,519
Capitalized operating lease costs	$	22,647	$	5,031
Construction in progress from prepaid expenses and other assets	$	—	$	25,577
Investment in unconsolidated joint ventures eliminated upon consolidation	$	(11,834)	$	—
Mortgage note payable recorded upon consolidation	$	207,093	$	—


BXP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
	Nine months ended September 30,
	2024		2023
Mortgage note payable converted to unsecured term loan	$	100,000	$	—
Real estate and intangibles recorded upon consolidation	$	(220,015)	$	—





Dividends and distributions declared but not paid	$	172,191	$	171,916
Conversions of noncontrolling interests to stockholders’ equity	$	33,746	$	3,714
Issuance of restricted securities to employees and non-employee directors	$	43,360	$	48,121

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


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for unit amounts)
	September 30, 2024		December 31, 2023
ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $7,646,435 and $7,054,075 at September 30, 2024 and December 31, 2023, respectively)	$	27,191,559	$	26,382,944
Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at September 30, 2024 and December 31, 2023, respectively)	372,896		401,680
Right of use assets - operating leases (amounts related to VIEs of $145,052 and $158,885 at September 30, 2024 and December 31, 2023, respectively)	339,804		324,298
Less: accumulated depreciation (amounts related to VIEs of $(1,601,919) and $(1,501,483) at September 30, 2024 and December 31, 2023, respectively)	(7,241,074)		(6,758,361)
Total real estate	20,663,185		20,350,561
Cash and cash equivalents (amounts related to VIEs of $322,604 and $245,317 at September 30, 2024 and December 31, 2023, respectively)	1,420,475		1,531,477
Cash held in escrows (amounts related to VIEs of $5,032 and $22,160 at September 30, 2024 and December 31, 2023, respectively)	51,009		81,090
Investments in securities	39,186		36,337
Tenant and other receivables, net (amounts related to VIEs of $19,216 and $27,987 at September 30, 2024 and December 31, 2023, respectively)	99,706		122,407
Note receivable, net	3,937		1,714
Related party notes receivables, net	88,788		88,779
Sales-type lease receivable, net	14,429		13,704
Accrued rental income, net (amounts related to VIEs of $425,867 and $401,159 at September 30, 2024 and December 31, 2023, respectively)	1,438,492		1,355,212
Deferred charges, net (amounts related to VIEs of $201,947 and $175,383 at September 30, 2024 and December 31, 2023, respectively)	794,571		760,421
Prepaid expenses and other assets (amounts related to VIEs of $50,275 and $11,824 at September 30, 2024 and December 31, 2023, respectively)	132,078		64,230
Investments in unconsolidated joint ventures	1,421,886		1,377,319
Total assets	$	26,167,742	$	25,783,251
LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $3,280,817 and $3,277,185 at September 30, 2024 and December 31, 2023, respectively)	$	4,275,155	$	4,166,379
Unsecured senior notes, net	10,642,033		10,491,617
Unsecured line of credit	—		—
Unsecured term loans, net	798,058		1,198,301
Unsecured commercial paper	500,000		—
Lease liabilities - finance leases (amounts related to VIEs of $20,897 and $20,794 at September 30, 2024 and December 31, 2023, respectively)	373,260		417,961
Lease liabilities - operating leases (amounts related to VIEs of $154,637 and $145,826 at September 30, 2024 and December 31, 2023, respectively)	389,444		350,391
Accounts payable and accrued expenses (amounts related to VIEs of $120,092 and $59,667 at September 30, 2024 and December 31, 2023, respectively)	444,288		458,329
Dividends and distributions payable	172,191		171,176
Accrued interest payable	121,360		133,684

Other liabilities (amounts related to VIEs of $89,876 and $115,275 at September 30, 2024 and December 31, 2023, respectively)	407,441		445,947
Total liabilities	18,123,230		17,833,785


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for unit amounts)
	September 30, 2024		December 31, 2023
Commitments and contingencies (See Note 8)
Redeemable deferred stock units— 132,930 and 119,471 units outstanding at redemption value at September 30, 2024 and December 31, 2023, respectively	10,696		8,383
Noncontrolling interests:
Redeemable partnership units— 15,926,014 and 16,508,277 common units and 2,336,797 and 2,065,861 long term incentive units outstanding at redemption value at September 30, 2024 and December 31, 2023, respectively	1,500,501		1,347,575
Capital:
Boston Properties Limited Partnership partners’ capital— 1,762,427 and 1,755,150 general partner units and 156,217,471 and 155,185,716 limited partner units outstanding at September 30, 2024 and December 31, 2023, respectively	4,685,471		4,973,951
Accumulated other comprehensive loss	(26,428)		(21,147)
Total partners’ capital	4,659,043		4,952,804
Noncontrolling interests in property partnerships	1,874,272		1,640,704
Total capital	6,533,315		6,593,508
Total liabilities and capital	$	26,167,742	$	25,783,251

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

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

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


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Revenue
Lease	$	799,471	$	767,181	$	2,378,616	$	2,285,789
Parking and other	34,255		30,428		101,086		81,421
Hotel	15,082		13,484		38,080		35,554
Development and management services	6,770		9,284		19,276		28,122
Direct reimbursements of payroll and related costs from management services contracts	3,649		3,906		12,090		13,750
Total revenue	859,227		824,283		2,549,148		2,444,636
Expenses
Operating
Rental	327,897		300,192		963,480		882,536
Hotel	9,833		9,020		25,687		23,852
General and administrative	33,352		31,410		127,479		131,387
Payroll and related costs from management services contracts	3,649		3,906		12,090		13,750
Transaction costs	188		751		890		1,970
Depreciation and amortization	221,186		205,679		656,044		613,446
Total expenses	596,105		550,958		1,785,670		1,666,941
Other income (expense)
Income (loss) from unconsolidated joint ventures	(7,011)		(247,556)		6,376		(261,793)
Gains on sales of real estate	517		517		517		517

Interest and other income (loss)	14,430		20,715		39,747		48,999
Gains (losses) from investments in securities	2,198		(925)		4,785		2,311

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

Impairment loss	—		—		(13,615)		—
Interest expense	(163,194)		(147,812)		(474,727)		(424,492)
Net income (loss)	110,156		(101,787)		327,109		143,569
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships	(15,237)		(20,909)		(50,283)		(59,337)
Net income (loss) attributable to Boston Properties Limited Partnership	$	94,919	$	(122,696)	$	276,826	$	84,232
Basic earnings per common unit attributable to Boston Properties Limited Partnership
Net income (loss)	$	0.54	$	(0.70)	$	1.58	$	0.48
Weighted average number of common units outstanding	175,446		174,882		175,369		174,765
Diluted earnings per common unit attributable to Boston Properties Limited Partnership
Net income (loss)	$	0.54	$	(0.70)	$	1.58	$	0.48
Weighted average number of common and common equivalent units outstanding	175,934		174,882		175,666		175,105

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

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited and in thousands)


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Net income (loss)	$	110,156	$	(101,787)	$	327,109	$	143,569
Other comprehensive income (loss):
Effective portion of interest rate contracts	(32,263)		5,459		(14,976)		13,886
Amortization of interest rate contracts (1)	3,077		1,677		9,518		5,026
Other comprehensive income (loss)	(29,186)		7,136		(5,458)		18,912
Comprehensive income (loss)	80,970		(94,651)		321,651		162,481
Comprehensive income attributable to noncontrolling interests	(15,381)		(21,053)		(50,715)		(59,769)
Comprehensive income (loss) attributable to Boston Properties Limited Partnership	$	65,589	$	(115,704)	$	270,936	$	102,712

(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 (unaudited and 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, June 30, 2024	1,762	155,336	$	5,010,460	$	(155)	$	1,801,676	$	6,811,981	$	1,230,848
Net activity from contributions and unearned compensation	—	6	(1,232)		—		—		(1,232)		3,225
Allocated net income for the period	—	—	85,332		—		15,237		100,569		9,587
Distributions	—	—	(154,820)		—		—		(154,820)		(17,986)
Conversion of redeemable partnership units	—	875	30,992		—		—		30,992		(30,992)
Adjustment to reflect redeemable partnership units at redemption value	—	—	(308,876)		—		—		(308,876)		308,876
Effective portion of interest rate contracts	—	—	—		(28,910)		—		(28,910)		(3,353)
Amortization of interest rate contracts	—	—	—		2,637		144		2,781		296
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	—	—	23,615		—		72,109		95,724		—
Distributions to noncontrolling interests in property partnerships	—	—	—		—		(14,894)		(14,894)		—
Equity, September 30, 2024	1,762	156,217	$	4,685,471	$	(26,428)	$	1,874,272	$	6,533,315	$	1,500,501

Equity, June 30, 2023	1,755	155,098	$	5,351,166	$	(3,406)	$	1,557,368	$	6,905,128	$	1,135,053
Net activity from contributions and unearned compensation	—	7	991		—		—		991		4,065
Allocated net income (loss) for the period	—	—	(110,169)		—		20,909		(89,260)		(12,527)
Distributions	—	—	(153,800)		—		—		(153,800)		(18,301)
Conversion of redeemable partnership units	—	79	2,920		—		—		2,920		(2,920)
Adjustment to reflect redeemable partnership units at redemption value	—	—	(54,663)		—		—		(54,663)		54,663
Effective portion of interest rate contracts	—	—	—		4,896		—		4,896		563
Amortization of interest rate contracts	—	—	—		1,376		144		1,520		157
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	—	—	—		—		22,635		22,635		—
Distributions to noncontrolling interests in property partnerships	—	—	—		—		(12,150)		(12,150)		—
Equity, September 30, 2023	1,755	155,184	$	5,036,445	$	2,866	$	1,588,906	$	6,628,217	$	1,160,753


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS (unaudited and 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, 2023	1,755	155,185	$	4,973,951	$	(21,147)	$	1,640,704	$	6,593,508	$	1,347,575
Net activity from contributions and unearned compensation	5	82	4,129		—		—		4,129		31,535
Allocated net income for the period	—	—	248,230		—		50,283		298,513		28,596
Distributions	—	—	(462,684)		—		—		(462,684)		(55,692)
Conversion of redeemable partnership units	2	950	33,746		—		—		33,746		(33,746)
Adjustment to reflect redeemable partnership units at redemption value	—	—	(182,842)		—		—		(182,842)		182,842
Effective portion of interest rate contracts	—	—	—		(13,429)		—		(13,429)		(1,547)
Amortization of interest rate contracts	—	—	—		8,148		432		8,580		938
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	—	—	70,941		—		235,206		306,147		—
Distributions to noncontrolling interests in property partnerships	—	—	—		—		(52,353)		(52,353)		—
Equity, September 30, 2024	1,762	156,217	$	4,685,471	$	(26,428)	$	1,874,272	$	6,533,315	$	1,500,501

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	76	4,913		—		—		4,913		42,090
Allocated net income for the period	—	—	75,590		—		59,337		134,927		8,642
Distributions	—	—	(461,209)		—		—		(461,209)		(55,038)
Conversion of redeemable partnership units	—	100	3,714		—		—		3,714		(3,714)
Adjustment to reflect redeemable partnership units at redemption value	—	—	114,009		—		—		114,009		(114,009)
Effective portion of interest rate contracts	—	—	—		12,461		—		12,461		1,425
Amortization of interest rate contracts	—	—	—		4,123		432		4,555		471
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	—	—	—		—		30,190		30,190		—
Distributions to noncontrolling interests in property partnerships	—	—	—		—		(48,370)		(48,370)		—
Equity, September 30, 2023	1,755	155,184	$	5,036,445	$	2,866	$	1,588,906	$	6,628,217	$	1,160,753

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


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
	Nine months ended September 30,
	2024		2023
Cash flows from operating activities:
Net income	$	327,109	$	143,569
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	656,044		613,446
Impairment loss	13,615		—
Amortization of right of use assets - operating leases	1,719		1,502
Amortization of sales type lease	(738)		—
Amortization of above and below market leases	(4,245)		—
Non-cash compensation expense	39,552		46,699
(Income) loss from unconsolidated joint ventures	(6,376)		261,793
Distributions of net cash flow from operations of unconsolidated joint ventures	27,332		21,871
Gains from investments in securities	(4,785)		(2,311)
Allowance for current expected credit losses	44		302
Non-cash portion of interest expense	25,575		22,541


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

Unrealized gain on non-real estate investment	(548)		(332)
Change in assets and liabilities:
Tenant and other receivables, net	23,932		(13,467)

Accrued rental income, net	(78,576)		(72,190)
Prepaid expenses and other assets	(73,215)		(76,621)
Right of use assets - operating lease	(750)		(25,640)
Lease liabilities - operating leases	(390)		282
Accounts payable and accrued expenses	7,596		40,914
Accrued interest payable	(12,383)		24,648
Other liabilities	(27,579)		(6,254)
Tenant leasing costs	(61,661)		(65,863)
Total adjustments	523,646		770,803
Net cash provided by operating activities	850,755		914,372
Cash flows from investing activities:

Construction in progress	(469,948)		(361,625)
Building and other capital improvements	(118,411)		(117,393)
Tenant improvements	(178,835)		(244,841)
Proceeds from sales of real estate	517		517
Acquisition of real estate (net of cash received upon consolidation)	6,086		—

Capital contributions to unconsolidated joint ventures	(87,498)		(148,875)
Capital distributions from unconsolidated joint ventures	—		7,350

Investment in non-real estate investments	(1,500)		(1,990)
Issuance of note receivables (including related party)	(2,223)		(10,500)

Investments in securities, net	1,025		1,779
Net cash used in investing activities	(850,787)		(875,578)


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
	Nine months ended September 30,
	2024		2023
Cash flows from financing activities:

Repayments of mortgage notes payable	(3,461)		—
Proceeds from unsecured senior notes	849,671		747,727
Repayment / redemption of unsecured senior notes	(700,000)		(500,000)


Borrowings on unsecured term loan	—		1,200,000
Payments on finance lease obligations	(9,250)		—
Repayment of unsecured term loan	(500,000)		(730,000)
Borrowings on commercial paper program	3,554,932		—
Repayments on commercial paper program	(3,054,932)		—
Deferred financing costs	(10,892)		(12,639)
Net activity from equity transactions	(1,728)		367
Distributions	(517,361)		(514,974)
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	304,323		12,671
Distributions to noncontrolling interests in property partnerships	(52,353)		(48,370)
Net cash provided by (used in) financing activities	(141,051)		154,782
Net increase (decrease) in cash and cash equivalents and cash held in escrows	(141,083)		193,576
Cash and cash equivalents and cash held in escrows, beginning of period	1,612,567		736,812
Cash and cash equivalents and cash held in escrows, end of period	$	1,471,484	$	930,388

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

Cash and cash equivalents, end of period	$	1,420,475	$	882,647
Cash held in escrows, end of period	51,009		47,741
Cash and cash equivalents and cash held in escrows, end of period	$	1,471,484	$	930,388

Supplemental disclosures:
Cash paid for interest (net of amounts capitalized)	$	505,746	$	404,016
Interest capitalized	$	31,342	$	33,426

Non-cash investing and financing activities:
Write-off of fully depreciated real estate	$	(76,653)	$	(109,905)
Change in real estate included in accounts payable and accrued expenses	$	(21,035)	$	29,435
Right of use assets obtained in exchange for lease liabilities - operating lease	$	30,631	$	134,509

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	$	86,860	$	17,519
Capitalized operating lease costs	$	22,647	$	5,031
Construction in progress from prepaid expenses and other assets	$	—	$	25,577
Investment in unconsolidated joint ventures eliminated upon consolidation	$	(11,834)	$	—
Mortgage notes payable recorded upon consolidation	$	207,093	$	—


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
	Nine months ended September 30,
	2024		2023
Mortgage note payable converted to unsecured term loan	$	100,000	$	—
Real estate and intangibles recorded upon consolidation	$	(220,015)	$	—





Distributions declared but not paid	$	172,191	$	171,916
Conversions of redeemable partnership units to partners’ capital	$	33,746	$	3,714
Issuance of restricted securities to employees and non-employee directors	$	43,360	$	48,121

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 September 30, 2024, owned an approximate 89.6% (89.4% at December 31, 2023) general and limited partnership interest in BPLP. Unless stated otherwise or the context requires, the “Company” refers to BXP and its subsidiaries, including BPLP and its consolidated subsidiaries. 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 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 9 and 13).

Properties

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

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

2. Summary of Significant Accounting Policies

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.

The accompanying interim financial statements are unaudited; however, the financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair statement of the financial statements for these interim periods have been included. The results of operations for the interim periods are not necessarily indicative of the results to be obtained for other interim periods or for the full fiscal year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosure required by GAAP. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto contained in the Company’s Annual Report in the Company’s Form 10-K for its fiscal year ended December 31, 2023.

The Company bases its estimates on historical experience and on various other assumptions that it considers to be reasonable under the circumstances, including the impact of extraordinary events, 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.

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 September 30, 2024 and has determined that it is the primary beneficiary for all of these entities as of September 30, 2024.

Consolidated Variable Interest Entities

As of September 30, 2024, BXP has identified nine consolidated VIEs, including BPLP. Excluding BPLP, the consolidated VIEs consisted of (i) the following five in-service properties: 767 Fifth Avenue (the General Motors Building), Times Square Tower, 601 Lexington Avenue, Atlantic Wharf Office Building and 100 Federal Street, (ii) 343 Madison Avenue, which is categorized as land held for future development and (iii) 290 Binney Street and 300 Binney Street, which are currently under development / redevelopment (See Note 14).

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 9).

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

Fair Value Measurements

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


Financial Instrument			Level
3-Month United States Treasury Bills			Level 1
Unsecured commercial paper			Level 1
Investment in securities			Level 1
Unsecured senior notes (1)			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 loans			Level 3

(1)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 September 30, 2024 and December 31, 2023, the Company had outstanding three-month United States Treasury Bills with a maturity date of November 21, 2024 and January 30, 2024, respectively, that were classified as held to maturity because the Company determined that it had the positive intent and ability to hold to maturity. Because these securities are considered short-term investments, they are reflected at amortized cost within Cash and Cash Equivalents on the Consolidated Balance Sheets. At September 30, 2024 and December 31, 2023, the amortized cost of these securities were approximately $175.9 million and $302.7 million, respectively.

At September 30, 2024, the Company had $500.0 million outstanding under its unsecured commercial paper program (See Note 6). Due to their short-term maturity and stated interest rates at approximate current market rates, the fair value of outstanding commercial paper borrowings approximates the Company's carrying amount at September 30, 2024.

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

Non-Recurring Fair Value

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


	September 30, 2024				December 31, 2023
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
3-Month United States Treasury Bills (1)	$	175,944	$	175,944	$	302,746	$	302,746

Related party note receivable, net	$	88,788	$	90,138	$	88,779	$	90,593
Note receivable, net	3,937		4,799		1,714		1,677
Sales-type lease receivable, net	14,429		13,563		13,704		13,338
Total	$	107,154	$	108,500	$	104,197	$	105,608

Mortgage notes payable, net	$	4,275,155	$	3,907,688	$	4,166,379	$	3,705,513
Unsecured senior notes, net	10,642,033		10,191,058		10,491,617		9,697,393
Unsecured line of credit	—		—		—		—
Unsecured term loans, net	798,058		800,303		1,198,301		1,196,945
Unsecured commercial paper	500,000		500,000		—		—
Total	$	16,215,246	$	15,399,049	$	15,856,297	$	14,599,851

(1) Per the guidance in ASC 326 “Financial Instruments — Credit Losses” (“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.

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, during the nine months ended September 30, 2024, each of BXP and BPLP recognized an impairment loss of approximately $13.6 million. The Company’s estimated fair value utilized Level 3 inputs and was based on a pending offer from a third party (See Note 3).

Recurring Fair Value

Derivatives

In addition to the financial instruments noted above, the Company uses interest rate swap agreements to manage its interest rate risk (See Note 7). 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 following table presents the aggregate fair value of the Company’s interest rate swaps as of September 30, 2024 and December 31, 2023 (in thousands):


Fair value						September 30, 2024						December 31, 2023
Interest rate swaps						$	(10,191)					$	1,976

Investments

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 September 30, 2024 and December 31, 2023, the Company had maintained approximately $38.9 million and $36.1 million, respectively, in separate accounts, which are not restricted as to their use. The Company recognized gains (losses) of approximately $2.2 million and $(0.9) million on its investments in the accounts associated with the Company’s deferred compensation plans during the three months ended September 30, 2024 and September 30, 2023, respectively, and approximately $4.8 million and $2.3 million during the nine months ended September 30, 2024 and September 30, 2023, respectively, primarily due to the observable change in fair value.

3. Real Estate

BXP

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


	September 30, 2024		December 31, 2023
Land	$	5,318,724	$	5,251,224
Right of use assets - finance leases (1)	372,896		401,680
Right of use assets - operating leases (1)	339,804		324,298
Land held for future development (2)	690,774		697,061
Buildings and improvements	16,898,821		16,607,756
Tenant improvements	3,782,391		3,592,172
Furniture, fixtures and equipment	54,992		53,716
Construction in progress	812,122		547,280
Total	28,270,524		27,475,187
Less: Accumulated depreciation	(7,369,545)		(6,881,728)
	$	20,900,979	$	20,593,459

(1)See Note 4.

(2)Includes pre-development costs.

BPLP

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


	September 30, 2024		December 31, 2023
Land	$	5,224,015	$	5,156,515
Right of use assets - finance leases (1)	372,896		401,680
Right of use assets - operating leases (1)	339,804		324,298
Land held for future development (2)	690,774		697,061
Buildings and improvements	16,627,265		16,336,200
Tenant improvements	3,782,391		3,592,172
Furniture, fixtures and equipment	54,992		53,716
Construction in progress	812,122		547,280
Total	27,904,259		27,108,922
Less: Accumulated depreciation	(7,241,074)		(6,758,361)
	$	20,663,185	$	20,350,561

(1)See Note 4.

(2)Includes pre-development costs.

Acquisition

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 6). 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 income (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 from January 8, 2024 through the remainder of 2024 and each of the next five succeeding fiscal years (in thousands):


	Acquired In-Place Lease Intangibles		Acquired Above-Market Lease Intangibles		Acquired Below-Market Lease Intangibles
Period from January 8, 2024 through December 31, 2024	$	10,364	$	607	$	252
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 $24.7 million of revenue and $6.9 million of net loss to the Company for the period from January 8, 2024 through September 30, 2024. 901 New York Avenue is an office property consisting of approximately 524,000 net rentable square feet.

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.

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 nine months ended September 30, 2024. The Company’s estimated fair value was based on Level 3 inputs as defined in ASC 820 and on a pending offer from a third-party.

On May 7, 2024, the Company entered into an agreement with the third-party developer for the sale of 2 Choke Cherry Road, 2094 Gaither Road and the land parcel for an aggregate gross sale price of approximately $24.8 million. On July 22, 2024, the Company executed an amendment to the agreement for an aggregate gross sale price of approximately $24.7 million. 2 Choke Cherry Road and 2094 Gaither Road are two vacant office properties aggregating approximately 143,000 net rentable square feet that were taken out of service and held for redevelopment. The disposition is subject to satisfaction of 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

Lessor

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


	Three months ended September 30,				Nine months ended September 30,
Lease Revenue	2024		2023		2024		2023
Fixed contractual payments	$	646,979	$	626,738	$	1,947,599	$	1,877,573
Variable lease payments	152,242		140,210		430,279		407,528
Sales-type lease revenue	250		233		738		688
	$	799,471	$	767,181	$	2,378,616	$	2,285,789

Lessee

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 $87,000 for the three months ended September 30, 2024 and approximately $0.2 million for the period from March 28, 2024 through September 30, 2024.

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


	Operating
Period from March 28, 2024 through December 31, 2024	$	—
2025	750
2026	750
2027	750
2028	25,826
2029	500
Thereafter	2,000
Total lease payments	30,576
Less: Interest portion	7,391
Present value of lease payments	$	23,185

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 of approximately $9.5 million was recorded as a decrease to interest expense for the nine months ended September 30, 2024. There can be no assurance that this transaction will be consummated on the terms currently contemplated or at all.

5. Investments in Unconsolidated Joint Ventures

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


					Carrying Value of Investment (1)
Entity	Properties	Nominal % Ownership			September 30, 2024		December 31, 2023
					(in thousands)
Square 407 Limited Partnership	Market Square North	50.00	%		$	(12,042)	$	(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)	29,969		30,375
500 North Capitol Venture LLC	500 North Capitol Street, NW	30.00	%		(11,630)		(10,253)
501 K Street LLC	1001 6th Street	50.00	%		45,955		44,774
Podium Developer LLC	The Hub on Causeway - Podium	50.00	%		42,916		45,201
Residential Tower Developer LLC	Hub50House	50.00	%		38,116		40,235
Hotel Tower Developer LLC	The Hub on Causeway - Hotel Air Rights	50.00	%		14,076		13,494
Office Tower Developer LLC	100 Causeway Street	50.00	%		56,055		57,660
1265 Main Office JV LLC	1265 Main Street	50.00	%		3,515		3,585
BNY Tower Holdings LLC	Dock 72	50.00	%	(4)	(7,065)		(11,890)

CA-Colorado Center, LLC	Colorado Center	50.00	%		234,972		237,815
7750 Wisconsin Avenue LLC	7750 Wisconsin Avenue	50.00	%		48,814		50,064
BP-M 3HB Venture LLC	3 Hudson Boulevard	25.00	%		113,288		115,103
Platform 16 Holdings LP	Platform 16	55.00	%		55,381		45,564
Gateway Portfolio Holdings LLC	Gateway Commons	50.00	%		393,679		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)	47,510		44,734
360 PAS Holdco LLC	360 Park Avenue South	71.11	%	(6)	69,538		42,988
PR II/BXP Reston Gateway LLC	Skymark - Reston Next Residential	20.00	%		15,359		15,184
751 Gateway Holdings LLC	751 Gateway	49.00	%		98,882		93,411
200 Fifth Avenue JV LLC	200 Fifth Avenue	26.69	%		68,563		75,718
ABXP Worldgate Investments LLC	13100 and 13150 Worldgate Drive	50.00	%		18,247		17,546
					$	1,391,149	$	1,337,416

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

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

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


	September 30, 2024		December 31, 2023
	(in thousands)
ASSETS
Real estate and development in process, net (1)	$	5,756,008	$	5,811,763
Other assets (2)	651,956		682,291
Total assets	$	6,407,964	$	6,494,054
LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY
Mortgage and notes payable, net	$	3,198,547	$	3,351,873
Other liabilities (3)	294,795		361,357
Members’/Partners’ equity	2,914,622		2,780,824
Total liabilities and members’/partners’ equity	$	6,407,964	$	6,494,054
Company’s share of equity	$	1,334,102	$	1,278,483
Basis differentials (4)	57,047		58,933
Carrying value of the Company’s investments in unconsolidated joint ventures (5)	$	1,391,149	$	1,337,416

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

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

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

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


	September 30, 2024		December 31, 2023
Property	(in thousands)
Colorado Center	$	296,758	$	298,906
200 Fifth Avenue	51,779		58,308
Gateway Commons	51,009		48,971
Safeco Plaza	(29,032)		(29,678)
360 Park Avenue South	(114,202)		(116,534)
Dock 72	(92,930)		(95,521)
Platform 16	(142,670)		(143,052)

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

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

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


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
	(in thousands)
Total revenue (1)	$	128,435	$	153,551	$	378,981	$	469,745
Expenses
Operating	53,280		65,119		148,929		183,348
Transaction costs	53		78		61		179
Depreciation and amortization	41,082		49,840		118,901		151,051
Total expenses	94,415		115,037		267,891		334,578
Other income (expense)
Loss from early extinguishment of debt	—		—		—		(3)
Interest expense	(45,244)		(60,737)		(132,106)		(176,786)
Unrealized gain (loss) on derivative instruments	(19,172)		10,242		(8,212)		14,089


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

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

Gain on investment (2)	—		35,756		—		35,756
Gain on sale / consolidation	—		—		21,696		—
Impairment losses on investments (3)	—		(272,603)		—		(272,603)
Basis differential (4)	2,308		(6,233)		(6,215)		(14,207)
Income (loss) from unconsolidated joint ventures	$	(7,011)	$	(247,556)	$	6,376	$	(261,793)

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

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

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

(4)Includes depreciation and amortization of approximately $3.9 million and $4.1 million for the three months ended September 30, 2024 and 2023, respectively, and approximately $6.8 million and $7.8 million for the nine months ended September 30, 2024 and 2023, respectively. Includes unrealized loss on derivative instruments of approximately $5.1 million and $2.7 million for the three months ended September 30, 2024 and 2023, respectively, and approximately $4.9 million and $6.6 million for the nine months ended September 30, 2024 and 2023, respectively. Includes straight-line rent adjustments of approximately $0.3 million and $0.4 million for the three months ended September 30, 2024 and 2023, respectively, and approximately $1.0 million and $1.1 million for the nine months ended September 30, 2024 and 2023, respectively. Also includes net above-/below-market rent adjustments of approximately $0.2 million for the three months ended September 30, 2024 and 2023, and approximately $0.6 million for the nine months ended September 30, 2024 and 2023.

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

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 owns a 25% 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 was scheduled to mature on August 7, 2024. As of September 30, 2024, the loan was in a maturity default and had an outstanding balance, including accrued and unpaid interest and default interest of approximately $116.0 million. The Company is the lender of the loan and the loan is reflected as Related Party Note Receivables, Net on the Company’s Consolidated Balance Sheets. 3 Hudson Boulevard consists of land and improvements held for future development located in New York, New York.

On February 9, 2024, a joint venture in which the Company owns a 50% 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 12, 2024, a joint venture in which the Company has a 20% ownership interest partially placed in-service Skymark, a luxury residential property located in Reston, Virginia, that consists of 508 residential units aggregating approximately 417,000 net rentable square feet across a five-story low-rise building and an iconic 39-story tower, which is one of the tallest buildings in Northern Virginia.

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

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

6. Debt

Mortgage Notes Payable

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.

Unsecured Senior Notes

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


	Coupon/Stated Rate		Effective Rate(1)		Principal Amount		Maturity Date(2)
7 Year Unsecured Senior Notes	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					11,580
Deferred financing costs, net					46,387
Total					$	10,642,033

(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.

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 and the $600.0 million proceeds from the mortgage loan entered into on October 26, 2023. 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.

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 6, 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 September 30, 2024, BPLP had no amount outstanding under the 2021 Credit Facility. The 2021 Credit Facility is used as a backstop for BPLP’s $500.0 million unsecured commercial paper program (See “Unsecured Commercial Paper” below). As such, BPLP intends to maintain, at a minimum, availability under the 2021 Credit Facility in an amount equal to the amount of unsecured commercial paper notes outstanding.

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

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

On September 27, 2024, BPLP entered into a credit agreement that provides for a $100.0 million unsecured term loan facility (the “2024 Unsecured Term Loan”) with a lender (the “Lender”) under the mortgage loan collateralized by the Company’s Santa Monica Business Park properties located in Santa Monica, California (the “SMBP Loan”). Upon entry into the credit agreement, BPLP exercised its option to draw $100.0 million under the 2024 Unsecured Term Loan. The proceeds were used to repay the portion of the SMBP Loan held by the Lender. After the repayment, the SMBP Loan had a remaining principal balance of $200.0 million (See Note 14). The 2024 Unsecured Term Loan matures on September 26, 2025 with three, one-year extension options, subject to customary conditions.

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

Based on BPLP’s September 30, 2024 credit rating, the 2024 Unsecured Term Loan bears interest at a rate equal to Daily Simple SOFR plus 1.05% per annum. The 2024 Unsecured Term Loan is subject to an existing interest rate swap to fix Daily Simple SOFR at a fixed rate of approximately 2.688% per annum for a period that ends on April 1, 2025 (See Note 7). At September 30, 2024, BPLP had $100.0 million of principal outstanding under the 2024 Unsecured Term Loan.

The 2023 and 2024 Unsecured Term Loans contain customary representations and warranties, affirmative and negative covenants and events of default provisions, including the failure to pay indebtedness, breaches of covenants and bankruptcy and other insolvency events, which could result in the acceleration of the obligation to repay any outstanding amount under the 2023 and 2024 Unsecured Term Loans. Among other covenants, the 2023 and 2024 Unsecured Term Loans require that BPLP maintain on an ongoing basis: (1) a leverage ratio not to exceed 60%, however, the leverage ratio may increase to no greater than 65% provided that it is reduced back to 60% within one year, (2) a secured debt leverage ratio not to exceed 55%, (3) a fixed charge coverage ratio of at least 1.40 to 1.00, (4) an unsecured debt leverage ratio not to exceed 60%, however, the unsecured debt leverage ratio may increase to no greater than 65% provided that it is reduced to 60% within one year, (5) an unsecured debt interest coverage ratio of at least 1.75 to 1.00 and (6) limitations on permitted investments. At September 30, 2024, BPLP was in compliance with each of these financial and other covenant requirements.

Unsecured Commercial Paper

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 September 30, 2024, BPLP had an aggregate of $500.0 million of unsecured commercial paper notes outstanding that bore interest at a weighted-average rate of approximately 5.22% per annum and had a weighted-average maturity of 34 days from the issuance date.

7. 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 September 30, 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 three and nine months ended September 30, 2024.

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


Derivative Instrument	Aggregate Notional Amount				Strike Rate Range						Balance Sheet Location
	Effective Date		Maturity Date	Low	High					Fair Value
BPLP:
Interest Rate Swaps	$	600,000	December 15, 2023	October 26, 2028	3.790	%	—	3.798	%		Other liabilities	$	(12,600)
Interest Rate Swaps	100,000		September 27, 2024	April 1, 2025	2.688	%	—	2.688	%		Prepaid expenses and other assets	799
	700,000											(11,801)
SMBP LLC (1)
Interest Rate Swaps	200,000		December 14, 2023	April 1, 2025	2.661	%	—	2.688	%		Prepaid expenses and other assets	1,610
	$	900,000										$	(10,191)

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

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


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Amount of gain (loss) related to the effective portion recognized in other comprehensive income (1)	$	(32,263)	$	5,459	$	(14,976)	$	13,886
Amount of gain (loss) related to the effective portion subsequently reclassified to earnings (2)	$	3,077	$	1,677	$	9,518	$	5,026
Amount of gain (loss) related do 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 three and nine months ended September 30, 2024 and 2023, the Company recognized no impact to its Consolidated Statement of Operations from entering into these agreements.

8. 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 $21.0 million at September 30, 2024.

Certain of the Company’s joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint 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 September 30, 2024, the maximum funding obligation under the guarantee was approximately $6.4 million. The Company earns a fee from the joint venture for providing the guarantee and has an agreement with the outside partners to reimburse the joint venture for their share of any payments made under the guarantee. As of September 30, 2024, no amounts related to the guarantee were recorded as liabilities in the Company’s consolidated financial statements.

In connection with the sale of Metropolitan Square, an approximately 657,000 square foot office building in Washington, DC in which the Company had a 20% equity interest, the Company agreed to become a co-lender of up to $20.0 million under a mezzanine loan. 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 September 30, 2024, the Company has funded approximately $3.9 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 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. In February 2024, the court granted the seller’s motion for summary judgement interpreting certain sections of the agreement in favor of the seller’s claims. The Company is disputing the seller’s calculations and intends to continue defending itself vigorously. However, there can be no assurance that the Company will prevail in the lawsuit. If the court ultimately agrees with the seller’s calculations, then amounts due to the seller could theoretically be as high as the additional $31 million claimed in the seller’s complaint, plus interest. Although the Company disputes those calculations, there can be no assurance that the Company’s ultimate liability will not be significantly greater than its established accrual.

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

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.

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, which means that the appeal will be decided by the full panel. A date has not yet been set for the full panel hearing.

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 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.

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


OP Units						LTIP Units (1)						2022 MYLTIP Units						2023 MYLTIP Units						2024 MYLTIP Units
15,926,014						2,336,797						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 nine months ended September 30, 2024, 951,881 OP Units were presented by the holders for redemption (including an aggregate of 105,814 OP Units issued upon conversion of LTIP Units, 2012 OPP Units and MYLTIP Units) and were redeemed by BXP in exchange for an equal number of shares of Common Stock.

At September 30, 2024, BPLP had outstanding the 2022 - 2024 MYLTIP Units. Prior to the end of the respective three-year performance period for each plan, holders of MYLTIP Units are entitled to receive per unit distributions equal to one-tenth (10%) of the regular quarterly distributions payable on an OP Unit, but will not be entitled to receive any special distributions. After the three-year performance period for each plan has ended, (1) the number of MYLTIP Units, both vested and unvested, that MYLTIP award recipients have earned, if any, based on the establishment of a performance pool, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on an OP Unit and (2) with respect to the 2022 - 2024 MYLTIP Units, the Company will make a “catch-up” cash payment on the MYLTIP Units that are ultimately earned in an amount equal to the regular and special dividends, if any, declared during the performance period on a number of shares of Common Stock agreed to the number of 2022 - 2024 MYLTIP Units that are earned, less the distributions actually paid during the performance period on all of the awarded 2022 - 2024 MYLTIP Units.

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

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


Record Date	Payment Date	Distributions per OP Unit and LTIP Unit	Distributions per MYLTIP Unit
September 30, 2024	October 31, 2024	$0.98	$0.098
June 28, 2024	July 31, 2024	$0.98	$0.098
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

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 September 30, 2024 was approximately $1.5 billion

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

Noncontrolling Interests—Property Partnerships

The noncontrolling interests in property partnerships consist of the outside equity interests in ventures that are consolidated with the financial results of the Company because the Company exercises control over the entities that own the properties. The equity interests in these ventures that are not owned by the Company, totaling approximately $1.9 billion and $1.6 billion at September 30, 2024 and December 31, 2023, respectively, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

On March 21, 2024, the Company completed the sale of a 45% interest in 290 Binney Street in Cambridge, Massachusetts.  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 Company retains a 55% ownership interest in the joint venture.  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. For the three and nine months ended September 30, 2024, the adjustment was approximately $(27.1) million and $7.8 million, respectively. 

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

10. Stockholders’ Equity / Partners’ Capital

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

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

On May 17, 2023, BXP renewed its “at the market” (“ATM”) stock offering program through which it may sell from time to time up to an aggregate of $600.0 million of its Common Stock through sales agents over a three-year period. 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 nine months ended September 30, 2024, BXP issued 951,881 shares of Common Stock in connection with the redemption of an equal number of redeemable OP Units from limited partners.

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


Record Date	Payment Date	Dividend (Per Share)	Distribution (Per Unit)
September 30, 2024	October 31, 2024	$0.98	$0.98
June 28, 2024	July 31, 2024	$0.98	$0.98
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

11. Segment Information

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

BXP


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
	(in thousands)
Net income (loss) attributable to BXP, Inc.	$	83,628	$	(111,826)	$	243,126	$	70,290
Add:
Noncontrolling interest—common units of the Operating Partnership	9,587		(12,626)		28,596		8,642
Noncontrolling interests in property partnerships	15,237		20,909		50,283		59,337
Interest expense	163,194		147,812		474,727		424,492
Impairment loss	—		—		13,615		—


Net operating income from unconsolidated joint ventures	31,919		39,165		98,936		122,175
Depreciation and amortization expense	222,890		207,435		661,148		618,746
Transaction costs	188		751		890		1,970
Payroll and related costs from management services contracts	3,649		3,906		12,090		13,750
General and administrative expense	33,352		31,410		127,479		131,387
Less:
Net operating income attributable to noncontrolling interests in property partnerships	44,487		50,047		138,448		145,102
Unrealized gain (loss) on non-real estate investment	94		(51)		548		332
Gains (losses) from investments in securities	2,198		(925)		4,785		2,311

Interest and other income (loss)	14,430		20,715		39,747		48,999
Gains on sales of real estate	517		517		517		517
Income (loss) from unconsolidated joint ventures	(7,011)		(247,556)		6,376		(261,793)

Direct reimbursements of payroll and related costs from management services contracts	3,649		3,906		12,090		13,750
Development and management services revenue	6,770		9,284		19,276		28,122
Company’s share of Net Operating Income	$	498,510	$	490,999	$	1,489,103	$	1,473,449

BPLP


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
	(in thousands)
Net income (loss) attributable to Boston Properties Limited Partnership	$	94,919	$	(122,696)	$	276,826	$	84,232
Add:
Noncontrolling interests in property partnerships	15,237		20,909		50,283		59,337
Interest expense	163,194		147,812		474,727		424,492


Impairment loss	—		—		13,615		—
Net operating income from unconsolidated joint ventures	31,919		39,165		98,936		122,175
Depreciation and amortization expense	221,186		205,679		656,044		613,446
Transaction costs	188		751		890		1,970
Payroll and related costs from management services contracts	3,649		3,906		12,090		13,750
General and administrative expense	33,352		31,410		127,479		131,387
Less:
Net operating income attributable to noncontrolling interests in property partnerships	44,487		50,047		138,448		145,102
Unrealized gain (loss) on non-real estate investment	94		(51)		548		332
Gains (losses) from investments in securities	2,198		(925)		4,785		2,311

Interest and other income (loss)	14,430		20,715		39,747		48,999
Gains on sales of real estate	517		517		517		517
Income (loss) from unconsolidated joint ventures	(7,011)		(247,556)		6,376		(261,793)

Direct reimbursements of payroll and related costs from management services contracts	3,649		3,906		12,090		13,750
Development and management services revenue	6,770		9,284		19,276		28,122
Company’s share of Net Operating Income	$	498,510	$	490,999	$	1,489,103	$	1,473,449

Net operating income (“NOI”) is a non-GAAP financial measure equal to net income (loss) attributable to BXP, Inc. and net income (loss) attributable to Boston Properties Limited Partnership, as applicable, the most directly comparable GAAP financial measures, plus (1) net income (loss) attributable to noncontrolling interests, interest expense, impairment loss, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts and corporate general and administrative expense less (2) unrealized gain (loss) on non-real estate investment, gains (losses) from investments in securities, interest and other income (loss), gains on sales of real estate, income (loss) from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue. The Company believes NOI is useful to investors as a performance measure and believes it provides useful information to investors regarding its results of operations and financial condition because, when compared across periods, it reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income (loss) attributable to BXP, Inc. and net income (loss) attributable to Boston Properties Limited Partnership. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level. Similarly, interest expense may be incurred at the property level even though the financing proceeds may be used at the corporate level (e.g., used for other investment activity). In addition, depreciation and amortization expense, because of historical cost accounting and useful life estimates, may distort operating performance measures at the property level. NOI presented by the Company may not be comparable to NOI reported by other REITs or real estate companies that define NOI differently.

The Company’s internal reporting utilizes its share of NOI, which includes its share of NOI from consolidated and unconsolidated joint ventures, which is a non-GAAP financial measure that is calculated as the consolidated amount, plus the Company’s share of the amount from the Company’s unconsolidated joint ventures (calculated based upon the Company’s economic percentage ownership interest and, in some cases, after priority allocations), less the Company’s partners’ share of the amount from the Company’s consolidated joint ventures (calculated based upon the partners’ economic percentage ownership interests and, in some cases, after priority allocations, income allocation to private REIT shareholders and their share of fees due to the Company). The Company’s share of NOI from unconsolidated joint ventures, as defined above, also does not include its share of loss from early extinguishment of debt, unrealized gain (loss) on derivative instruments, gain on sale / consolidation, gain on investment, and impairment losses on investments, all of which are included within Income (Loss) from Unconsolidated Joint Ventures in the Company’s Consolidated Statements of Operations. Management utilizes its share of NOI in assessing its performance as the Company has several significant joint ventures and, in some cases, the Company exercises significant influence over, but does not control, the joint venture, in which case GAAP requires that the Company account for the joint venture entity using the equity method of accounting and the Company does not consolidate it for financial reporting purposes. In other cases, GAAP requires that the Company consolidate the venture even though the Company’s partner(s) owns a significant percentage interest. As a result, the presentations of the Company’s share of NOI should not be considered a substitute for, and should only be considered together with and as a supplement to, the Company’s financial information presented in accordance with GAAP.

Asset information by segment is not reported because the Company does not use this measure to assess performance. Therefore, depreciation and amortization expense is not allocated among segments. Interest expense, impairment loss, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts, corporate general and administrative expense, unrealized gain (loss) on non-real estate investment, gains (losses) from investments in securities, interest and other income (loss), gains on sales of real estate, income (loss) from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue are not included in NOI and are provided as reconciling items to the Company’s reconciliations of its share of NOI to net income.

The Company’s segments are based on the Company’s method of internal reporting which classifies its operations by geographic area. The Company’s segments by geographic area are Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC. The Company also presents information for each segment by property type, including Office (which includes office, life sciences and retail), Residential and Hotel.

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

For the three months ended September 30, 2024:


	Boston			Los Angeles			New York			San Francisco			Seattle			Washington, DC			Total
Rental Revenue: (1)
Office	$	300,613		$	18,661		$	258,295		$	128,929		$	10,821		$	104,290		$	821,609
Residential	4,219			—			—			3,152			—			4,746			12,117
Hotel	15,082			—			—			—			—			—			15,082
Total	319,914			18,661			258,295			132,081			10,821			109,036			848,808
% of Grand Totals	37.69		%	2.20		%	30.43		%	15.56		%	1.27		%	12.85		%	100.00		%
Rental Expenses:
Office	107,876			7,344			111,419			52,410			3,382			39,478			321,909
Residential	1,621			—			—			2,346			—			2,021			5,988
Hotel	9,833			—			—			—			—			—			9,833
Total	119,330			7,344			111,419			54,756			3,382			41,499			337,730
% of Grand Totals	35.34		%	2.17		%	32.99		%	16.21		%	1.00		%	12.29		%	100.00		%
Net operating income	$	200,584		$	11,317		$	146,876		$	77,325		$	7,439		$	67,537		$	511,078
% of Grand Totals	39.25		%	2.21		%	28.74		%	15.13		%	1.46		%	13.21		%	100.00		%
Less: Net operating income attributable to noncontrolling interests in property partnerships	(10,823)			—			(33,664)			—			—			—			(44,487)
Add: Company’s share of net operating income from unconsolidated joint ventures	9,099			6,835			3,472			4,285			1,899			6,329			31,919
Company’s share of net operating income	$	198,860		$	18,152		$	116,684		$	81,610		$	9,338		$	73,866		$	498,510
% of Grand Totals	39.89		%	3.64		%	23.41		%	16.37		%	1.87		%	14.82		%	100.00		%

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

For the three months ended September 30, 2023:


	Boston			Los Angeles			New York			San Francisco			Seattle			Washington, DC			Total
Rental Revenue: (1)
Office	$	276,153		$	—		$	268,680		$	135,839		$	13,660		$	91,488		$	785,820
Residential	4,198			—			—			3,214			—			4,377			11,789
Hotel	13,484			—			—			—			—			—			13,484
Total	293,835			—			268,680			139,053			13,660			95,865			811,093
% of Grand Totals	36.23		%	—		%	33.13		%	17.14		%	1.68		%	11.82		%	100.00		%
Rental Expenses:
Office	97,358			—			107,462			50,450			2,971			36,213			294,454
Residential	1,629			—			—			2,221			—			1,888			5,738
Hotel	9,020			—			—			—			—			—			9,020
Total	108,007			—			107,462			52,671			2,971			38,101			309,212
% of Grand Totals	34.94		%	—		%	34.75		%	17.03		%	0.96		%	12.32		%	100.00		%
Net operating income	$	185,828		$	—		$	161,218		$	86,382		$	10,689		$	57,764		$	501,881
% of Grand Totals	37.03		%	—		%	32.12		%	17.21		%	2.13		%	11.51		%	100.00		%
Less: Net operating income attributable to noncontrolling interests in property partnerships	(11,786)			—			(38,261)			—			—			—			(50,047)
Add: Company’s share of net operating income from unconsolidated joint ventures	7,946			12,508			3,938			4,023			1,874			8,876			39,165
Company’s share of net operating income	$	181,988		$	12,508		$	126,895		$	90,405		$	12,563		$	66,640		$	490,999
% of Grand Totals	37.07		%	2.55		%	25.84		%	18.41		%	2.56		%	13.57		%	100.00		%

For the nine months ended September 30, 2024:


	Boston			Los Angeles			New York			San Francisco			Seattle			Washington, DC			Total
Rental Revenue: (1)
Office	$	866,431		$	57,534		$	780,909		$	393,252		$	32,251		$	312,298		$	2,442,675
Residential	12,687			—			—			10,428			—			13,912			37,027
Hotel	38,080			—			—			—			—			—			38,080
Total	917,198			57,534			780,909			403,680			32,251			326,210			2,517,782
% of Grand Totals	36.42		%	2.29		%	31.02		%	16.03		%	1.28		%	12.96		%	100.00		%
Rental Expenses:
Office	321,955			20,678			327,376			148,020			9,753			118,285			946,067
Residential	4,757			—			—			6,733			—			5,923			17,413
Hotel	25,687			—			—			—			—			—			25,687
Total	352,399			20,678			327,376			154,753			9,753			124,208			989,167
% of Grand Totals	35.62		%	2.09		%	33.10		%	15.64		%	0.99		%	12.56		%	100.00		%
Net operating income	$	564,799		$	36,856		$	453,533		$	248,927		$	22,498		$	202,002		$	1,528,615
% of Grand Totals	36.96		%	2.41		%	29.67		%	16.28		%	1.47		%	13.21		%	100.00		%
Less: Net operating income attributable to noncontrolling interests in property partnerships	(32,803)			—			(105,645)			—			—			—			(138,448)
Add: Company’s share of net operating income from unconsolidated joint ventures	26,547			21,118			12,614			13,850			5,713			19,094			98,936
Company’s share of net operating income	$	558,543		$	57,974		$	360,502		$	262,777		$	28,211		$	221,096		$	1,489,103
% of Grand Totals	37.51		%	3.89		%	24.21		%	17.65		%	1.89		%	14.85		%	100.00		%

For the nine months ended September 30, 2023:


	Boston			Los Angeles			New York			San Francisco			Seattle			Washington, DC			Total
Rental Revenue: (1)
Office	$	815,568		$	—		$	789,851		$	408,173		$	44,978		$	272,872		$	2,331,442
Residential	12,371			—			—			10,720			—			12,677			35,768
Hotel	35,554			—			—			—			—			—			35,554
Total	863,493			—			789,851			418,893			44,978			285,549			2,402,764
% of Grand Totals	35.95		%	—		%	32.87		%	17.43		%	1.87		%	11.88		%	100.00		%
Rental Expenses:
Office	293,004			—			312,895			144,732			9,013			105,908			865,552
Residential	4,782			—			—			6,609			—			5,593			16,984
Hotel	23,852			—			—			—			—			—			23,852
Total	321,638			—			312,895			151,341			9,013			111,501			906,388
% of Grand Totals	35.49		%	—		%	34.52		%	16.70		%	0.99		%	12.30		%	100.00		%
Net operating income	$	541,855		$	—		$	476,956		$	267,552		$	35,965		$	174,048		$	1,496,376
% of Grand Totals	36.22		%	—		%	31.87		%	17.88		%	2.40		%	11.63		%	100.00		%
Less: Net operating income attributable to noncontrolling interests in property partnerships	(33,946)			—			(111,156)			—			—			—			(145,102)
Add: Company’s share of net operating income from unconsolidated joint ventures	25,294			38,501			10,951			10,819			5,598			31,012			122,175
Company’s share of net operating income	$	533,203		$	38,501		$	376,751		$	278,371		$	41,563		$	205,060		$	1,473,449
% of Grand Totals	36.19		%	2.61		%	25.57		%	18.89		%	2.82		%	13.92		%	100.00		%

12. Earnings Per Share / Common Unit

BXP

The following table provides a reconciliation of both the net income (loss) attributable to BXP, Inc. and the number of common shares used in the computation of basic earnings per share (“EPS”), which is calculated by dividing net income (loss) attributable to BXP, Inc. by the weighted-average number of common shares outstanding during the period. 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.


	Three months ended September 30, 2024
	Income (Numerator)		Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to BXP, Inc.	$	83,628	157,725	$	0.53


Effect of Dilutive Securities:
Stock Based Compensation	—		488	—
Diluted Earnings:
Net income attributable to BXP, Inc.	$	83,628	158,213	$	0.53

	Three months ended September 30, 2023
	Income (Numerator)		Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Net income (loss) attributable to BXP, Inc.	$	(111,826)	156,880	$	(0.71)


Effect of Dilutive Securities:
Stock Based Compensation	—		—	—
Diluted Earnings:
Net income (loss) attributable to BXP, Inc.	$	(111,826)	156,880	$	(0.71)


	Nine months ended September 30, 2024
	Income (Numerator)		Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to BXP, Inc. common shareholders	$	243,126	157,250	$	1.55


Effect of Dilutive Securities:
Stock Based Compensation	—		297	(0.01)
Diluted Earnings:
Net income attributable to BXP, Inc. common shareholders	$	243,126	157,547	$	1.54

	Nine months ended September 30, 2023
	Income (Numerator)		Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to BXP, Inc. common shareholders	$	70,290	156,837	$	0.45


Effect of Dilutive Securities:
Stock Based Compensation	—		340	—
Diluted Earnings:
Net income attributable to BXP, Inc. common shareholders	$	70,290	157,177	$	0.45

BPLP

The following table provides a reconciliation of both the net income (loss) attributable to Boston Properties Limited Partnership and the number of common units used in the computation of basic earnings per common unit, which is calculated by dividing net income (loss) attributable to Boston Properties Limited Partnership by the weighted-average number of common units outstanding during the period. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities. 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 17,721,000 and 18,002,000 redeemable common units for the three months ended September 30, 2024 and 2023, respectively, and 18,119,000 and 17,928,000 redeemable common units for the nine months ended September 30, 2024 and 2023, respectively.


	Three months ended September 30, 2024
	Income (Numerator)		Units (Denominator)	Per Unit Amount
	(in thousands, except for per unit amounts)
Basic Earnings:
Net income attributable to Boston Properties Limited Partnership	$	94,919	175,446	$	0.54


Effect of Dilutive Securities:
Stock Based Compensation	—		488	—
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership	$	94,919	175,934	$	0.54

	Three months ended September 30, 2023
	Income (Numerator)		Units (Denominator)	Per Unit Amount
	(in thousands, except for per unit amounts)
Basic Earnings:
Net income (loss) attributable to Boston Properties Limited Partnership	$	(122,696)	174,882	$	(0.70)


Effect of Dilutive Securities:
Stock Based Compensation	—		—	—
Diluted Earnings:
Net income (loss) attributable to Boston Properties Limited Partnership	$	(122,696)	174,882	$	(0.70)


	Nine months ended September 30, 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 common unitholders	$	276,826	175,369	$	1.58


Effect of Dilutive Securities:
Stock Based Compensation	—		297	—
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership common unitholders	$	276,826	175,666	$	1.58

	Nine months ended September 30, 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 common unitholders	$	84,232	174,765	$	0.48


Effect of Dilutive Securities:
Stock Based Compensation	—		340	—
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership common unitholders	$	84,232	175,105	$	0.48

13. Stock Option and Incentive Plan

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 Boston Properties, Inc. 2021 Stock Incentive Plan (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.

During the nine months ended September 30, 2024, BXP issued 83,316 shares of restricted common stock and BPLP issued 451,044 LTIP Units and 330,479 2024 MYLTIP Units to employees and non-employee directors under the 2021 Plan. Employees and non-employee directors paid $0.01 per share of restricted common stock and $0.25 per LTIP Unit and 2024 MYLTIP Unit. 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 substantial 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. The shares of restricted common stock

granted during the nine months ended September 30, 2024 were valued at approximately $5.3 million. The LTIP Units granted were valued at approximately $26.7 million using a Monte Carlo simulation method model. 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, Inc.’s Consolidated Balance Sheets and Partners’ Capital in Boston Properties Limited Partnership’s Consolidated Balance Sheets. Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and MYLTIP Units was approximately $4.0 million and $4.8 million for the three months ended September 30, 2024 and 2023, respectively, and $38.5 million and $45.7 million for the nine months ended September 30, 2024 and 2023, respectively. At September 30, 2024, there was (1) an aggregate of approximately $25.4 million of unrecognized compensation expense related to unvested restricted stock and LTIP Units and (2) an aggregate of approximately $(40,000) of unrecognized compensation expense related to unvested 2022 - 2024 MYLTIP Units that is expected to be recognized over a weighted-average period of approximately 2.5 years.

14. Subsequent Events

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

On October 8, 2024, the Company modified the mortgage loan collateralized by its Santa Monica Business Park properties located in Santa Monica, California. The mortgage loan had an outstanding principal balance of $200.0 million, bore interest at a variable rate equal to Daily Simple SOFR + 1.38% per annum and was scheduled to mature on July 19, 2025 (See Note 6). The modified loan is scheduled to mature on October 8, 2028 and continues to bear interest at a variable rate equal to Daily Simple SOFR + 1.38% per annum until July 19, 2025. Beginning July 19, 2025, the mortgage loan will bear interest at Daily Simple SOFR + 1.60% per annum through the maturity date. The entire principal is subject to interest rate swap contracts to fix Daily Simple SOFR at a weighted-average fixed interest rate of approximately 2.675% per annum through April 1, 2025 (See Note 7). The mortgage loan requires monthly interest-only payments during the term of the loan, with the entire principal due at maturity. Santa Monica Business Park is an office park consisting of 21 buildings totaling approximately 1.2 million net rentable square feet.

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

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