Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report.

This Quarterly Report on Form 10-Q, including the documents incorporated by reference herein, contain forward-looking statements within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with those safe harbor provisions, in each case, to the extent applicable. The forward-looking statements are contained principally, but not only, under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We caution investors that forward-looking statements are based on current beliefs, expectations of future events and assumptions made by, and information currently available to, our management. When used, the words “anticipate,” “believe,” “budget,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “should,” “will,” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties and assumptions and are not guarantees of future performance or occurrences, which may be affected by known and unknown risks, trends, uncertainties and factors that are, in some cases, beyond our control. If one or more of these known or unknown risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution you that, while forward-looking statements reflect our good-faith beliefs when we make them, they are not guarantees of future performance or occurrences and are impacted by actual events when they occur after we make such statements. Accordingly, investors should use caution in relying on forward-looking statements, which are based on results, trends and assumptions at the time they are made, to anticipate future results or trends.

The most significant factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements include the risks and uncertainties related to adverse changes in general economic and capital market conditions, including continued inflation, elevated interest rates, supply chain disruptions, dislocation and volatility in capital markets, and potential longer-term changes in consumer and client behavior, sustained changes in client preferences and space utilization, as well as the other important factors below and the risks described in (i) our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 including those described under the caption “Risk Factors,” (ii) our subsequent filings under the Exchange Act and (iii) the risk factors set forth in this Form 10-Q in Part II, Item 1A, if any.

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

volatile or adverse global economic and political conditions, including policy changes by the presidential administration, such as the direct and indirect negative impacts that new and increased tariffs may have on (1) our current and prospective clients and their demand for office space and (2) the costs and availability of construction materials and the economic returns on our construction and development activities, the impact of geopolitical conflicts, health crises and dislocations in the credit markets could adversely affect economic conditions and/or restrict our access to cost-effective capital, which could have a material adverse effect on our business opportunities, results of operations and financial condition;
general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases on attractive terms, sustained changes in client preferences and space utilization, dependence on clients’ financial condition, and competition from other developers, owners and operators of real estate);
failure to manage effectively our growth and expansion into new markets and sub-markets or to integrate acquisitions and developments successfully;
the ability of our joint venture partners to satisfy their obligations;
risks and uncertainties affecting property development and construction (including, without limitation, supply chain disruptions, labor shortages, construction delays, increased construction costs, cost overruns, inability to obtain necessary permits, client accounting considerations that may result in negotiated lease provisions that limit a client’s liability during construction, and public opposition to such activities);

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risks associated with the availability and terms of financing and the use of debt to fund acquisitions and developments or refinance existing indebtedness, including the impact of higher interest rates on the cost and/or availability of financing;
risks associated with forward interest rate contracts and derivatives and the effectiveness of such arrangements;
risks associated with actual or threatened terrorist attacks;
costs of compliance with the Americans with Disabilities Act and other similar laws;
potential liability for uninsured losses and environmental contamination;
risks associated with climate change and severe weather events, as well as the regulatory efforts intended to reduce the effects of climate change;
risks associated with security breaches, incidents, and compromises through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems, which support our operations and our buildings;
risks associated with legal proceedings and other claims that could result in substantial monetary damages and other costs;
risks associated with BXP’s potential failure to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”);
possible adverse changes in tax and environmental laws;
the impact of newly adopted accounting principles on our accounting policies and on period-to-period comparisons of financial results;
risks associated with possible state and local tax audits; and
risks associated with our dependence on key personnel whose continued service is not guaranteed.

The risks set forth above are not exhaustive. Other sections of this report may include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all risk factors, nor can we assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not unduly rely on forward-looking statements as a prediction of actual results. Investors should also refer to our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for future periods and Current Reports on Form 8-K as we file them with the SEC, and to other materials we may furnish to the public from time to time through Current Reports on Form 8-K or otherwise, for a discussion of risks and uncertainties that may cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements. We expressly disclaim any responsibility to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events, or otherwise, and you should not rely upon these forward-looking statements after the date of this report.

Overview

BXP is one of the largest publicly traded office real estate investment trusts (REITs) (based on total market capitalization as of March 31, 2025) in the United States that develops, owns, and manages primarily premier workplaces. Our properties are concentrated in six dynamic gateway markets in the U.S. - Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC. BPLP is the entity through which BXP conducts substantially all of its business and owns (either directly or through subsidiaries) substantially all of its assets. We generate revenue and cash primarily by leasing premier workplaces to our clients. When making leasing decisions, we consider, among other things, the creditworthiness of the client and the industry in which it conducts business, the length of the lease, the rental rate to be paid at inception and throughout the lease term, the amount of any security deposit or letter of credit posted by the client, the costs of tenant improvement allowances, free rent periods and other landlord concessions, anticipated operating expenses and real estate taxes, the date by which we expect to begin revenue recognition for the lease under generally accepted accounting principles (“GAAP”), current and anticipated vacancy in our properties and the market overall (including sublease space), current and expected future demand for the space, the impact of other clients’ expansion rights and general economic factors.

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We believe our key competitive advantages are our commitment to the office asset class and to our clients as many competitors have divested in the sector, a strong balance sheet with access to capital in the secured and unsecured debt markets and the private and public equity markets, and one of the highest quality portfolios of premier workplaces in the U.S. assembled over several decades of intentional development, acquisitions and dispositions. Clients and their advisors are increasingly focused on these attributes for their building owners, which distinguishes BXP among its competitors.

We consider premier workplaces to be well-located buildings that are modern structures or have been modernized to compete with newer buildings, are professionally managed and maintained, and offer a number and type of amenities that are in high demand by clients that are focused on the importance of the physical work environment in recruiting and retaining the best and brightest employees. As such, these properties attract creditworthy clients and command upper-tier rental rates in their markets. We do not consider the expression “premier workplaces” a classification of our properties in accordance with any standard listing criteria in the real estate industry. We therefore caution investors that our use and definition of “premier workplaces” may be different than the use and definition of similar expressions and traditional classifications that may be used by other companies.

Our core strategy has always been to develop, acquire and manage premier workplaces in gateway markets with high barriers-to-entry and attractive demand drivers and to focus on executing long-term leases with financially strong clients that are diverse across market sectors. We believe this strategy provides a competitive advantage that helps BXP distinguish itself from competitors as our clients are interested in leasing space in vibrant, amenitized and accessible premier workplaces to encourage more in-person work. This interest has accelerated the flight to quality in the office industry. Over the past several years, BXP’s experience and performance has diverged from the larger market and media sentiment, as premier workplaces have outperformed the broader office market consistently and substantially in both rental rates achieved and occupancy. We believe this divergence validates our strategy and differentiates BXP from other office companies.

Premier workplaces in our five traditional central business district (“CBD”) markets (Boston, New York, San Francisco, Seattle and Washington, DC) have consistently outperformed the broader office market in those CBDs on several key metrics, including occupancy, net absorption levels, rental rates and landlord concessions. This outperformance is evident in BXP’s portfolio where we derive approximately 88% of our share of annualized rental obligations from predominantly premier workplaces located in CBDs. We define annualized rental obligations as the monthly contractual base rent (excluding percentage rent and rent abatements) and budgeted reimbursements from clients under existing leases as of March 31, 2025, multiplied by twelve. Our share of annualized rental obligations is calculated as the consolidated amount, plus our share of the amount from our unconsolidated joint ventures (calculated based on our economic percentage ownership interest), less our partners’ share of the amount from our consolidated joint ventures (calculated based on the partners’ economic percentage ownership interest). As of March 31, 2025, our CBD assets are 89.8% occupied and 92.3% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

As of March 31, 2025, the weighted-average remaining lease term for (1) our in-place leases, based on square feet, including those signed by our unconsolidated joint ventures but excluding residential units, was approximately 7.9 years, and (2) our 20 largest clients, based on square feet, was approximately 9.8 years.

Outlook

The market is experiencing increased volatility in the capital markets, heightened concerns over the potential for inflation and increased interest rates and a reduction in consumer confidence. These factors led many to forecast a potential recession or decline in U.S. Gross Domestic Product (“GDP”) growth in 2025, and the recent report that first quarter GDP declined by 0.3% did not contradict those forecasts.

For BXP, the primary drivers of leasing activity continue to be corporate confidence and in-person workplace behavior. Despite our initial concerns that clients might delay or cancel space requirements in response to a more uncertain operating environment, we have not observed this trend to date. Of the approximately one million square feet currently under negotiation, only one prospective user—accounting for approximately 8,000 square feet—has elected not to move forward, citing current market conditions. Our overall leasing pipeline remains active and robust.

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In the life sciences sector, proposed federal funding cuts to the National Institutes of Health and other research organizations, as well as uncertainties regarding U.S. Food and Drug Administration approvals, are creating additional headwinds. These challenges are leading some investors and operators within the life sciences community to reconsider new financial commitments, which may impact leasing velocity in this sector.

Should the U.S. economy enter a recession, we would expect overall leasing demand to soften; however, we also believe a recession could result in lower interest rates and a potential decline in remote work due to a weaker labor market. With respect to construction costs, while tariffs are expected to increase the prices of certain materials, we anticipate modest impact on our overall construction budgets, due to the limited proportion of non-U.S. sourced materials used in our projects and strong competition among contractors.

In light of the uncertain trajectory of the U.S. and global economies, we continue to position BXP for success by ensuring ample liquidity, managing our leverage, pursuing additional capital raising opportunities and maintaining discipline in discretionary capital expenditures, while continuing to selectively invest (including through both acquisitions and developments) in premier workplace opportunities. We remain focused on:

continuing to embrace our leadership position in the premier workplace segment and leveraging our strength in portfolio quality, client relationships, development skills, market penetration and sustainability to profitably build market share;
leasing available space in our in-service and development properties, as well as proactively focusing on future lease expirations;
completing the construction and leasing of our development properties;
pursuing attractive asset class adjacencies where we have a track record of success, such as residential development;
continuing to enhance the overall quality of our portfolio and actively recycling capital by selling assets, subject to market conditions, that we believe no longer fit within our portfolio strategy or could attract premium pricing in the current market;
actively managing our operations in a sustainable and responsible manner; and
prioritizing risk management by actively managing liquidity, investing more extensively with joint venture partners to manage our debt levels, and being highly selective in new investment commitments.

The following is an overview of leasing and investment activity in the first quarter of 2025 and recent business highlights.

Leasing Activity and Occupancy

To be successful in any leasing environment, we believe we must consider all aspects of the client-landlord relationship. In this regard, we believe that our competitive leasing advantage is based on the following attributes:

our understanding of our client’s short- and long-term space utilization and amenity needs in the local markets;
our track record of developing and operating premier workplaces in a sustainable and responsible manner;
our reputation as a high-quality developer, owner and manager of premier workplaces in our markets;
our financial strength, including our ability to fund our share of lease obligations and maintain premier building standards; and
our relationships with local brokers.

Although all the markets in which we operate still need consistent incremental absorption to constitute a macro recovery, we continue to see pockets of strength where low availability is driving constructive client behavior. This is particularly true in New York and Boston, which accounts for 62% of our share of annualized rental obligations. As clients choose premier workplaces in sound financial condition with building owners that are committed for the long

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term to their properties operated by the best property management teams, we expect to continue to be successful in gaining market share.

Based on the first quarter leasing results, our current pipeline of transactions under negotiation and possible additional activity, we have seen limited impact on our 2025 leasing plan of four million square feet, inclusive of approximately three million square feet of leasing on vacant space and known 2025 expirations.

In the first quarter of 2025, we executed 91 leases totaling more than 1.1 million square feet with a weighted-average lease term of approximately 10.9 years. This result represents a 25% increase in the number of square feet leased over the first quarter of 2024. Notable leases for the quarter included an approximately 244,000 square foot lease at 200 Fifth Avenue in New York, New York and an approximately 162,000 square foot lease in Waltham, Massachusetts, both of which were on vacant space.

At March 31, 2025, the overall occupancy of our in-service office and retail properties was 86.9%, a decline of 60 basis points from December 31, 2024, primarily due to the known expiration of an approximately 350,000 square foot lease at 200 Fifth Avenue in New York, New York, the majority of which space was re-leased in the first quarter. We define occupancy as space with signed leases for which revenue recognition has commenced in accordance with GAAP.

Including vacant space for which we have signed leases that have not yet commenced revenue recognition in accordance with GAAP, our in-service office and retail properties were approximately 89.4% leased at March 31, 2025. The percentage leased remained stable quarter-over-quarter demonstrating the continued strength of BXP’s leasing activity and pipeline, as illustrated by the lease executed at 200 Fifth Avenue in the first quarter.

Investment Activity

We remain in active pursuit of opportunities in our core markets and asset types with primarily two types of counterparties: lenders to highly leveraged assets that require recapitalization and institutional owners seeking to divest from the office asset class. To date, there has been limited market transaction activity for higher-quality office assets, though owners are increasingly testing the market to understand pricing.

We continually evaluate current and prospective markets for possible acquisitions of “value-add” assets that require lease-up or repositioning, and acquisitions that are otherwise consistent with our long-term strategy of owning, managing, developing, and improving premier workplaces in each of our chosen markets. Additional new acquisition opportunities will likely increase in this environment, and we remain committed to developing and acquiring assets to enhance our long-term growth and to meet client demand by focusing on premier workplaces.

Consistent with this strategy, on March 5, 2025, we completed the formation of a joint venture with CrossHarbor Capital and Albanese Organization to develop 290 Coles Street, a fully entitled, 670-unit market-rate residential project offering panoramic views of the Hudson River and Manhattan skyline in Jersey City, New Jersey. The estimated total investment (inclusive of interest carry on the equity investments) is approximately $455.8 million. BXP owns 19.46% of the common equity interests in the venture and will also provide up to $65.0 million of the required capital as preferred equity. In addition, the joint venture entered into a $225.0 million construction loan that bears interest at a rate of Term SOFR plus 2.50% per annum, and matures on March 5, 2029 with an additional one-year extension option, subject to certain conditions.

As of March 31, 2025, our development/redevelopment pipeline consisted of nine properties that, when completed, we expect will total approximately 3.0 million net rentable square feet. Our share of the estimated total cost for these projects is approximately $2.4 billion, of which approximately $1.2 billion remains to be invested. The commercial space in the pipeline, which excludes the residential project, was 62% pre-leased as of April 28, 2025, an increase from 50% at February 21, 2025.

As we continue to focus on new investments to drive future growth, we regularly review our portfolio to identify properties as potential sales candidates that either no longer fit within our portfolio strategy or could attract premium pricing in the current market. In addition, the BXP regional teams are pursuing alternative uses for some of our suburban land holdings, which includes vacant office buildings for which the highest and best use may not be office.

We are currently in active negotiations for the disposition of eight land sites and, if successful, these dispositions could generate approximately $250.0 million of aggregate net proceeds over the next 24 months. Several of these sales require re-entitlement, which we anticipate will result in relatively longer closing periods than

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

A brief overview of each of our markets follows.

Boston

During the first quarter of 2025, we executed approximately 304,000 square feet of leases and approximately 153,000 square feet of leases commenced in the Boston region. Approximately 98,000 square feet of the leases that commenced had been vacant for less than one year and represent an increase in net rental obligations of approximately 15.7% over the prior leases.

As of March 31, 2025, our approximately 8.4 million square foot Boston CBD in-service portfolio was approximately 96.1% occupied and approximately 97.9% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

Our approximately 2.7 million square foot in-service CBD portfolio in Cambridge was approximately 97.2% occupied and 98.1% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP) as of March 31, 2025.

As of March 31, 2025, our approximately 4.5 million square foot Route 128-Mass Turnpike in-service portfolio was approximately 77.0% occupied and approximately 80.0% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

Los Angeles

Our Los Angeles (“LA”) in-service portfolio of approximately 2.3 million square feet is currently focused in West LA and includes Colorado Center, an approximately 1.1 million square foot property of which we own 50%, and Santa Monica Business Park, a 21-building, approximately 1.2 million square foot property. As of March 31, 2025, our LA in-service properties were approximately 83.9% occupied and 86.6% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

New York

During the first quarter of 2025, we executed approximately 420,000 square feet of leases in the New York region and approximately 237,000 square feet of leases commenced. Approximately 91,000 square feet of the leases that commenced had been vacant for less than one year, and they represent an increase in net rental obligations of approximately 4.3% over the prior leases.

As of March 31, 2025, our New York CBD in-service portfolio was approximately 88.1% occupied and approximately 92.3% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

San Francisco

During the first quarter of 2025, we executed leases for approximately 263,000 square feet and approximately 284,000 square feet commenced in the San Francisco region. Approximately 250,000 square feet of leases that commenced had been vacant for less than one year and represent an increase in net rental obligations of approximately 0.1% over the prior leases.

As of March 31, 2025, our San Francisco CBD in-service properties were approximately 81.7% occupied and approximately 83.7% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

Seattle

Our Seattle in-service portfolio includes Safeco Plaza, an approximately 763,000 square foot property of which we own 33.67%, and Madison Centre, an approximately 755,000 square foot property. As of March 31, 2025, these in-service properties were approximately 81.9% occupied and approximately 84.4% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

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Washington, DC

During the first quarter of 2025, we executed leases for approximately 80,000 square feet and leases for approximately 97,000 square feet commenced in the Washington, DC region. Leases for approximately 36,000 square feet that commenced had been vacant for less than one year and represent a decrease in net rental obligations of approximately 14.3% over the prior leases.

As of March 31, 2025, our Washington, DC CBD in-service properties were approximately 89.3% occupied and approximately 90.8% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

A significant component of our Washington, DC regional portfolio is in Reston Town Center, an award-winning mixed-use development in Northern Virginia. Reston is a hub for technology, cloud services, cybersecurity and defense intelligence companies. As of March 31, 2025, our approximately 4.6 million square foot Reston CBD portfolio was approximately 94.9% occupied and approximately 97.2% leased (including vacant space for which have signed leases that have not yet commenced in accordance with GAAP).

Leasing Statistics

The table below details the vacancy and leasing activity in our portfolio, including 100% of the unconsolidated joint ventures, that commenced revenue recognition during the three months ended March 31, 2025:


	Three months ended March 31, 2025
	(Square Feet)
Vacant space available at the beginning of the period	6,122,074
Vacant space from property dispositions/properties taken out of service (1)	(462,680)


Leases expiring or terminated during the period	1,623,731
Total space available for lease	7,283,125
1st generation leases	18,919
2nd generation leases with new clients	388,069
2nd generation lease renewals	527,960
Total space leased (2)	934,948
Vacant space available for lease at the end of the period	6,348,177

Leases executed during the period (3)	1,118,470

Second generation leasing information: (4)
Leases commencing during the period, in square feet	916,029
Weighted Average Lease Term	64 Months
Weighted Average Free Rent Period	143 Days
Total Transaction Costs Per Square Foot (5)	$74.01
Increase (Decrease) in Gross Rents (6)	1.52	%
Increase (Decrease) in Net Rents (7)	2.17	%

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(1)Total square feet from properties taken out of service during the three months ended March 31, 2025 consists of 201,634 square feet at Reservoir Place and 261,046 square feet at Reston Corporate Center.

(2)Represents leases for which lease revenue recognition has commenced in accordance with GAAP during the three months ended March 31, 2025.

(3)Represents leases executed during the three months ended March 31, 2025 for which we either (1) commenced lease revenue recognition in such period or (2) will commence lease revenue recognition in subsequent periods, in accordance with GAAP, and includes leases at properties currently under development. The total square feet of leases executed for which revenue recognition commenced during the three months ended March 31, 2025 was 122,095 square feet.

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(4)Second generation leases are defined as leases for space that we have previously leased. Of the 916,029 square feet of second generation leases that commenced revenue recognition during the three months ended March 31, 2025, leases for 793,934 square feet were signed in prior periods.

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

(6)Represents the increase in gross rent (base rent plus expense reimbursements) on the new versus expired leases on the 620,626 square feet of second generation leases that had been occupied within the prior 12 months for the three months ended March 31, 2025; excludes leases that management considers temporary because the client is not expected to occupy the space on a long-term basis.

(7)Represents the increase in net rent (gross rent less operating expenses) on the new versus expired leases on the 620,626 square feet of second generation leases that had been occupied within the prior 12 months for the three months ended March 31, 2025.

Transactions during the three months ended March 31, 2025 and recent business highlights included the following:

Development activities

*•*On January 16, 2025, we partially placed in-service Reston Next Retail, a retail project with approximately 33,000 net rentable square feet located in Reston, Virginia.

On March 31, 2025, we commenced the redevelopment of 1050 Winter Street in Waltham, Massachusetts. 1050 Winter Street is a redevelopment of an approximately 162,000 net rentable square foot office property. On April 5, 2025, this property was partially placed in-service. The project is fully pre-leased.

Unconsolidated joint venture activities

*•*On February 27, 2025, a joint venture in which we have a 50% ownership interest, entered into a $252.0 million mortgage loan secured by 7750 Wisconsin Avenue in Bethesda, Maryland. The loan is scheduled to mature on March 1, 2035, bears interest at a fixed rate of 5.49% per annum, and requires monthly principal and interest payments. The proceeds from the loan were used to repay the existing $252.0 million construction loan collateralized by the property. The repayment resulted in the joint venture recognizing a loss from early extinguishment of debt of approximately $0.1 million related to unamortized finance costs during the three months ended March 31, 2025. 7750 Wisconsin Avenue is an office property with approximately 736,000 net rentable square feet.

On March 5, 2025, we acquired a 19.46% interest in a joint venture that is developing 290 Coles Street located in Jersey City, New Jersey for a gross purchase price of approximately $20.0 million. Additionally, we agreed to fund up to $65.0 million of the required capital through a preferred equity investment. Our preferred equity investment is expected to earn a 13.0% internal rate of return (“IRR”) and is to be redeemed, in full, upon the earlier of two years after stabilization of the property or March 5, 2030. On March 5, 2025, the joint venture entered into a $225.0 million construction loan, which will fund construction costs after the funding of all common and preferred equity investments required by the construction loan agreement. The loan bears interest at a variable rate equal to Term SOFR plus 2.50% per annum and is scheduled to mature on March 5, 2029 with an additional one-year extension option, subject to certain conditions. When completed, 290 Coles Street is expected to be a 670-unit residential property with retail space aggregating approximately 560,000 net rentable square feet.

Debt activities

On January 15, 2025, BPLP repaid $850.0 million in aggregate principal amount of its 3.200% senior notes due January 15, 2025. The repayment was completed with available cash and the proceeds from BPLP’s August 2024 offering of 5.750% unsecured senior notes due 2035. The repayment price was approximately $863.6 million, which was equal to the stated principal plus approximately $13.6 million of accrued and unpaid interest to, but not including, the repayment date.
On March 28, 2025, BPLP amended and restated its revolving credit agreement (as amended and restated, the “2025 Credit Facility”). The 2025 Credit Facility provides for aggregate borrowings of up to $2.950 billion through an unsecured revolving credit facility and an unsecured term loan facility, subject to customary conditions. Among other things, the amendment and restatement (1) increased the total

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commitment of the revolving line of credit (the “Revolving Facility”) from $2.0 billion to $2.250 billion, (2) extended the maturity date of the Revolving Facility from June 15, 2026 to March 29, 2030, and (3) added a $700.0 million unsecured term loan facility (the “Term Loan Facility”) with an initial maturity date of March 30, 2029, with two, six-month extension options, each subject to customary conditions. In connection with the amendment and restatement, we recognized a loss from early extinguishment of debt of approximately $0.3 million related to unamortized origination costs during the three months ended March 31, 2025.

At closing on March 28, 2025, BPLP drew the full $700.0 million of the Term Loan Facility under the 2025 Credit Facility, the proceeds of which were used to fully repay the remaining $700.0 million of borrowings outstanding under it’s $1.2 billion unsecured term loan facility (the “2023 Unsecured Term Loan”). The 2023 Unsecured Term Loan was scheduled to mature on May 16, 2025. There was no prepayment penalty associated with the repayment of the 2023 Unsecured Term Loan.

On April 22, 2025, BPLP amended its 2025 Credit Facility to remove the SOFR conversion adjustment of 10 basis points previously applicable to the Term Loan Facility. Other than the foregoing, the material terms of the Tenth Amended and Restated Credit Agreement, which governs the 2025 Credit Facility, remained unchanged (See Note 6 to the Consolidated Financial Statements).

On March 28, 2025, BPLP increased the amount by which it may issue unsecured commercial paper notes under its commercial paper program (the “Commercial Paper Program”) from $500.0 million to $750.0 million. Other than the increase in the program’s maximum capacity, all other terms of the Commercial Paper Program remained unchanged (See Note 6 to the Consolidated Financial Statements).

Derivative instrument and hedging activity

*•*On April 8, 2025, BPLP entered into an interest rate swap contract with a notional amount of $300.0 million to replace $300.0 million of interest rate swap contracts that expired on April 1, 2025. The interest rate swap was entered into to fix Daily Simple SOFR at a fixed interest rate of 3.6775% per annum for the period commencing on April 7, 2025 and ending on April 6, 2026.

Critical Accounting Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations discuss our Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates and assumptions.

Our Annual Report on Form 10-K for the year ended December 31, 2024 contains a discussion of our critical accounting estimates. There have been no significant changes in our critical accounting estimates since the year ended December 31, 2024.

Results of Operations for the Three Months Ended March 31, 2025 and 2024

Net income attributable to BXP, Inc. and net income attributable to Boston Properties Limited Partnership decreased approximately $18.7 million and $21.2 million, respectively, for the three months ended March 31, 2025 compared to 2024, as detailed in the following tables and for the reasons discussed below under the heading “Comparison of the three months ended March 31, 2025 to the three months ended March 31, 2024” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The following are reconciliations of Net Income Attributable to BXP, Inc. to Net Operating Income and Net Income Attributable to Boston Properties Limited Partnership to Net Operating Income for the three months ended March 31, 2025 and 2024. For a detailed discussion of Net Operating Income (“NOI”), including the reasons management believes NOI is useful to investors, see page 48.

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BXP


	Three months ended March 31,
	2025		2024		Increase/ (Decrease)		% Change
	(in thousands)
Net Income Attributable to BXP, Inc.	$	61,177	$	79,883	$	(18,706)	(23.42)	%
Net Income Attributable to Noncontrolling Interests:
Noncontrolling interest—common units of the Operating Partnership	6,979		9,500		(2,521)		(26.54)	%
Noncontrolling interests in property partnerships	18,749		17,221		1,528		8.87	%
Net Income	86,905		106,604		(19,699)		(18.48)	%
Other Expenses:
Add:
Interest expense	163,444		161,891		1,553		0.96	%
Loss from early extinguishment of debt	338		—		338		100.00	%
Impairment loss	—		13,615		(13,615)		(100.00)	%
Loss on sales-type lease	2,490		—		2,490		100.00	%
Other Income:
Less:
Unrealized gain (loss) on non-real estate investments	(483)		396		(879)		(221.97)	%
Gains (losses) from investments in securities	(365)		2,272		(2,637)		(116.07)	%
Interest and other income (loss)	7,750		14,529		(6,779)		(46.66)	%
Income (loss) from unconsolidated joint ventures	(2,139)		19,186		(21,325)		(111.15)	%
Other Expenses:
Add:
Depreciation and amortization expense	220,107		218,716		1,391		0.64	%
Transaction costs	768		513		255		49.71	%
Payroll and related costs from management services contracts	4,499		4,293		206		4.80	%
General and administrative expense	52,284		50,018		2,266		4.53	%
Other Revenue:
Less:
Direct reimbursements of payroll and related costs from management services contracts	4,499		4,293		206		4.80	%
Development and management services revenue	9,775		6,154		3,621		58.84	%
Net Operating Income	$	511,798	$	508,820	$	2,978	0.59	%

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BPLP


	Three months ended March 31,
	2025		2024		Increase/ (Decrease)		% Change
	(in thousands)
Net Income Attributable to Boston Properties Limited Partnership	$	69,859	$	91,080	$	(21,221)	(23.30)	%
Net Income Attributable to Noncontrolling Interests:
Noncontrolling interests in property partnerships	18,749		17,221		1,528		8.87	%
Net Income	88,608		108,301		(19,693)		(18.18)	%
Other Expenses:
Add:
Interest expense	163,444		161,891		1,553		0.96	%
Loss from early extinguishment of debt	338		—		338		100.00	%
Impairment loss	—		13,615		(13,615)		(100.00)	%
Loss on sales-type lease	2,490		—		2,490		100.00	%
Other Income:
Less:
Unrealized gain (loss) on non-real estate investments	(483)		396		(879)		(221.97)	%
Gains (losses) from investments in securities	(365)		2,272		(2,637)		(116.07)	%
Interest and other income (loss)	7,750		14,529		(6,779)		(46.66)	%
Income (loss) from unconsolidated joint ventures	(2,139)		19,186		(21,325)		(111.15)	%
Other Expenses:
Add:
Depreciation and amortization expense	218,404		217,019		1,385		0.64	%
Transaction costs	768		513		255		49.71	%
Payroll and related costs from management services contracts	4,499		4,293		206		4.80	%
General and administrative expense	52,284		50,018		2,266		4.53	%
Other Revenue:
Less:
Direct reimbursements of payroll and related costs from management services contracts	4,499		4,293		206		4.80	%
Development and management services revenue	9,775		6,154		3,621		58.84	%
Net Operating Income	$	511,798	$	508,820	$	2,978	0.59	%

At March 31, 2025 and 2024, we owned or had joint venture interests in a portfolio of 185 and 187 commercial real estate properties, respectively (in each case, the “Total Property Portfolio”). As a result of changes within the Total Property Portfolio, the financial data presented below shows significant changes in revenue and expenses from period-to-period. Accordingly, we do not believe that our period-to-period financial data with respect to the Total Property Portfolio provides a complete understanding of our operating results. Therefore, the comparison of operating results for the three months ended March 31, 2025 and 2024 show separately the changes attributable to the properties that were owned by us and in-service throughout each period compared (the “Same Property Portfolio”) and the changes attributable to the properties included in the Acquired, Placed In-Service, In or Held for Development or Redevelopment or Sold Portfolios.

In our analysis of operating results, particularly to make comparisons of net operating income between periods more meaningful, it is important to provide information for properties that were in-service and owned by us throughout each period presented. We refer to properties acquired or placed in-service prior to the beginning of the earliest period presented and owned by us and in-service through the end of the latest period presented as our Same Property Portfolio. The Same Property Portfolio therefore excludes properties acquired, placed in-service or in or held for development or redevelopment after the beginning of the earliest period presented or disposed of prior to the end of the latest period presented.

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NOI is a non-GAAP financial measure equal to net income attributable to BXP, Inc. and net income attributable to Boston Properties Limited Partnership, as applicable, the most directly comparable GAAP financial measures, plus (1) net income attributable to noncontrolling interests, interest expense, loss from early extinguishment of debt, impairment loss, loss on sales-type lease, 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 investments, gains (losses) from investments in securities, interest and other income (loss), income (loss) from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue. We use NOI internally as a performance measure and believe it provides useful information to investors regarding our results of operations and financial condition because, when compared across periods, it reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income attributable to BXP, Inc. and net income 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 us may not be comparable to NOI reported by other REITs or real estate companies that define NOI differently.

We believe that in order to understand our operating results, NOI should be examined in conjunction with net income attributable to BXP, Inc. and net income attributable to Boston Properties Limited Partnership as presented in our Consolidated Financial Statements. NOI should not be considered as a substitute for net income attributable to BXP, Inc. or net income attributable to Boston Properties Limited Partnership (determined in accordance with GAAP) or any other GAAP financial measures and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP.

Depreciation expense may differ between BXP and BPLP as a result of previously applied acquisition accounting by BXP for the issuance of common stock in connection with non-sponsor redemptions of common units of limited partnership interest of BPLP (“OP Units”). This accounting resulted in a step-up of the real estate assets at BXP that was allocated to certain properties. The difference between the real estate assets of BXP as compared to BPLP for certain properties having an allocation of the real estate step-up will result in a corresponding difference in depreciation expense when those properties are sold. For additional information see the Explanatory Note that follows the cover page of this Quarterly Report on Form 10-Q.

Comparison of the three months ended March 31, 2025 to the three months ended March 31, 2024

The table below shows selected operating information for the Same Property Portfolio and the Total Property Portfolio. The Same Property Portfolio consists of 148 properties totaling approximately 41.4 million net rentable square feet, excluding unconsolidated joint ventures. The Same Property Portfolio includes properties acquired or placed in-service on or prior to January 1, 2024 and owned and in-service through March 31, 2025. The Total Property Portfolio includes the effects of the other properties either acquired, placed in-service, in or held for development or redevelopment after January 1, 2024 or disposed of on or prior to March 31, 2025. This table includes a reconciliation from the Same Property Portfolio to the Total Property Portfolio by also providing information for the three months ended March 31, 2025 and 2024 with respect to the properties that were acquired, placed in-service, in or held for development or redevelopment or sold. We did not sell any properties during the three months ended March 31, 2025 and 2024.

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	Same Property Portfolio								Properties Acquired Portfolio				Properties Placed In-Service Portfolio				Properties in or Held for Development or Redevelopment Portfolio				Total Property Portfolio
	2025		2024		Increase/ (Decrease)		% Change		2025		2024		2025		2024		2025		2024			2025		2024		Increase/ (Decrease)		% Change
	(dollars in thousands)
Rental Revenue: (1)
Lease Revenue (Excluding Termination Income)	$	769,554	$	756,436	$	13,118	1.73	%	$	8,100	$	7,483	$	17,702	$	3,074	$	3,444	$	7,697		$	798,800	$	774,690	$	24,110	3.11	%
Termination Income	246		1,999		(1,753)		(87.69)	%	—		—		—		—		—		—			246		1,999		(1,753)		(87.69)	%
Lease Revenue	769,800		758,435		11,365		1.50	%	8,100		7,483		17,702		3,074		3,444		7,697			799,046		776,689		22,357		2.88	%
Parking and Other Revenue	29,650		31,087		(1,437)		(4.62)	%	372		317		1		—		(73)		29			29,950		31,433		(1,483)		(4.72)	%
Total Rental Revenue (1)	799,450		789,522		9,928		1.26	%	8,472		7,800		17,703		3,074		3,371		7,726			828,996		808,122		20,874		2.58	%
Real Estate Operating Expenses	313,740		298,568		15,172		5.08	%	3,203		3,008		4,193		1,650		4,545		5,245			325,681		308,471		17,210		5.58	%
Net Operating Income (Loss), Excluding Residential and Hotel	485,710		490,954		(5,244)		(1.07)	%	5,269		4,792		13,510		1,424		(1,174)		2,481			503,315		499,651		3,664		0.73	%
Residential Net Operating Income (2)	6,451		6,998		(547)		(7.82)	%	—		—		—		—		—		—			6,451		6,998		(547)		(7.82)	%
Hotel Net Operating Income (2)	2,032		2,171		(139)		(6.40)	%	—		—		—		—		—		—			2,032		2,171		(139)		(6.40)	%
Net Operating Income (Loss)	$	494,193	$	500,123	$	(5,930)	(1.19)	%	$	5,269	$	4,792	$	13,510	$	1,424	$	(1,174)	$	2,481		$	511,798	$	508,820	$	2,978	0.59	%

(1)Rental Revenue is equal to Revenue less Development and Management Services Revenue and Direct Reimbursements of Payroll and Related Costs from Management Services Revenue per the Consolidated Statements of Operations, excluding the residential and hotel revenue that is noted below. We use Rental Revenue internally as a performance measure and in calculating other non-GAAP financial measures (e.g., NOI), which provides investors with information regarding our performance that is not immediately apparent from the comparable non-GAAP measures and allows investors to compare operating performance between periods.

(2)For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 48. Residential Net Operating Income for the three months ended March 31, 2025 and 2024 is comprised of Residential Revenue of $12,348 and $12,684 less Residential Expenses of $5,897 and $5,686, respectively. Hotel Net Operating Income for the three months ended March 31, 2025 and 2024 is comprised of Hotel Revenue of $9,597 and $8,186 less Hotel Expenses of $7,565 and $6,015, respectively, per the Consolidated Statements of Operations.

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Same Property Portfolio

Lease Revenue (Excluding Termination Income)

Lease revenue (excluding termination income) from the Same Property Portfolio increased by approximately $13.1 million for the three months ended March 31, 2025 compared to 2024. The increase was a result of our average revenue per square foot increasing by approximately $2.74, contributing approximately $23.6 million, partially offset by approximately $10.5 million due to our average occupancy decreasing from 89.8% to 88.6%.

Termination Income

Termination income decreased by approximately $1.8 million for the three months ended March 31, 2025 compared to 2024.

Termination income for the three months ended March 31, 2025 related to two clients across the Same Property Portfolio and totaled approximately $0.2 million.

Termination income for the three months ended March 31, 2024 related to 11 clients across the Same Property Portfolio and totaled approximately $2.0 million, which was primarily related to clients that terminated leases early in San Francisco.

Parking and Other Revenue

Parking and other revenue decreased by approximately $1.4 million for the three months ended March 31, 2025 compared to 2024. Other revenue decreased by approximately $1.7 million partially offset by an increase in parking revenue of approximately $0.3 million. The decrease in other revenue was primarily associated with insurance proceeds received in 2024 related to water damage at one of our properties in the Boston region that did not recur in 2025.

Real Estate Operating Expenses

Real estate operating expenses from the Same Property Portfolio increased by approximately $15.2 million, or 5.1%, for the three months ended March 31, 2025 compared to 2024, due primarily to increases in (1) utilities of approximately $8.1 million, or 23.7%, (2) repairs and maintenance of approximately $4.8 million, or 10.3%, and (3) other real estate operating expenses of approximately $2.3 million, or 1.0%. The increase in utilities related primarily to properties in our Boston region, which experienced colder temperatures during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase in repairs and maintenance related primarily to properties in our New York region.

Properties Acquired Portfolio

The table below lists the property acquired between January 1, 2024 and March 31, 2025. Rental revenue and real estate operating expenses increased by approximately $0.7 million and $0.2 million, respectively, for the three months ended March 31, 2025 compared to 2024, as detailed below.


		Square Feet		Rental Revenue									Real Estate Operating Expenses
Name	Date acquired		2025			2024			Change			2025			2024			Change
				(dollars in thousands)
901 New York Avenue	January 8, 2024	508,130		$	8,472		$	7,800		$	672		$	3,203		$	3,008		$	195

Properties Placed In-Service Portfolio

The table below lists the properties that were placed in-service or partially placed in-service between January 1, 2024 and March 31, 2025. Rental revenue and real estate operating expenses from our Properties Placed In-Service Portfolio increased by approximately $14.6 million and $2.5 million, respectively, for the three months ended March 31, 2025 compared to 2024, as detailed below.

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	Quarter Initially Placed In-Service	Quarter Fully Placed In-Service		Rental Revenue						Real Estate Operating Expenses
Name		Square Feet	2025	2024		Change		2025		2024		Change
				(dollars in thousands)
180 CityPoint	Third Quarter, 2023	Third Quarter, 2024	329,195	$	3,929	$	3,074	$	855	$	1,769	$	1,389	$	380
103 CityPoint	Fourth Quarter, 2023	Fourth Quarter, 2024	112,841	—		—		—		431		261		170
760 Boylston Street	Second Quarter, 2024	Second Quarter, 2024	118,000	2,412		—		2,412		295		—		295
Reston Next Office Phase II	Third Quarter, 2024	N/A	90,000	57		—		57		53		—		53
300 Binney Street	Fourth Quarter, 2024	Fourth Quarter, 2024	239,908	11,305		—		11,305		1,632		—		1,632
Reston Next Retail	First Quarter, 2025	N/A	33,000	—		—		—		13		—		13
			922,944	$	17,703	$	3,074	$	14,629	$	4,193	$	1,650	$	2,543

Properties in or Held for Development or Redevelopment Portfolio

The table below lists the properties that were in or held for development or redevelopment between January 1, 2024 and March 31, 2025. Rental revenue and real estate operating expenses from our Properties in or Held for Development or Redevelopment Portfolio decreased by approximately $4.4 million and $0.7 million, respectively, for the three months ended March 31, 2025 compared to 2024, as detailed below.


	Date Commenced Held for Development / Redevelopment				Rental Revenue									Real Estate Operating Expenses
Name		Square Feet		2025			2024			Change			2025			2024			Change
					(dollars in thousands)
Held for Development or Redevelopment (1)
Lexington Office Park	March 31, 2023		167,000		$	211		$	257		$	(46)		$	569		$	417		$	152
Shady Grove Innovation District (2)	March 31, 2024		129,000		2			(45)			47			149			251			(102)
17 Hartwell Avenue	June 30, 2024		30,000		(4)			470			(474)			117			123			(6)
1100 Winter Street	September 30, 2024		293,000		831			1,063			(232)			917			1,187			(270)
Kingstowne One	September 30, 2024		154,000		412			591			(179)			391			368			23
Reston Corporate Center	January 1, 2025		261,000		13			3,275			(3,262)			680			1,056			(376)
Reservoir Place (3)	March 31, 2025		361,000		1,875			2,085			(210)			1,244			1,406			(162)
			1,395,000		3,340			7,696			(4,356)			4,067			4,808			(741)
Redevelopment
171 Dartmouth Street	March 28, 2024		N/A		—			—			—			87			—			87
1050 Winter Street (4)	March 31, 2025		162,000		31			30			1			391			437			(46)
			162,000		31			30			1			478			437			41
			1,557,000		$	3,371		$	7,726		$	(4,355)		$	4,545		$	5,245		$	(700)

(1)These properties are no longer considered “in-service” because each property’s occupied percentage is less than 50% and we anticipate a future development/redevelopment of the property. The properties will be considered held for development or redevelopment until the last client has vacated the property and the property is no longer revenue producing.

(2)This portion of Shady Grove Innovation District is comprised of two buildings, 2098 Gaither Road and 15825 Shady Grove Road.

(3)Reservoir Place is an approximately 526,000 square foot office building, of which approximately 165,000 square feet remains in-service.

(4)1050 Winter Street was no longer considered “in-service” on March 31, 2024. 1050 Winter Street commenced redevelopment on March 31, 2025.

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Residential Net Operating Income

Net operating income for our residential same properties decreased by approximately $0.5 million for the three months ended March 31, 2025 compared to 2024.

The following reflects our occupancy and rate information for our residential same properties for the three months ended March 31, 2025 and 2024.


	Average Monthly Rental Rate (1)						Average Rental Rate Per Occupied Square Foot						Average Physical Occupancy (2)						Average Economic Occupancy (3)
Name	2025		2024		Change (%)		2025		2024		Change (%)		2025		2024		Change (%)		2025		2024		Change (%)
Proto Kendall Square	$	3,243	$	3,154	2.8	%	$	6.00	$	5.79	3.6	%	94.5	%	94.9	%	(0.4)	%	93.5	%	94.4	%	(1.0)	%
The Lofts at Atlantic Wharf	$	4,606	$	4,257	8.2	%	$	5.12	$	4.70	8.9	%	98.8	%	95.0	%	4.0	%	98.5	%	94.5	%	4.2	%
Signature at Reston	$	3,041	$	2,774	9.6	%	$	3.13	$	2.85	9.8	%	94.1	%	95.5	%	(1.5)	%	93.9	%	95.5	%	(1.7)	%
The Skylyne	$	3,282	$	3,478	(5.6)	%	$	4.14	$	4.37	(5.3)	%	90.6	%	87.9	%	3.1	%	89.2	%	86.7	%	2.9	%

(1)Average Monthly Rental Rate is calculated as the average of the quotients obtained by dividing (A) rental revenue as determined in accordance with GAAP, by (B) the number of occupied units for each month within the applicable fiscal period.

(2)Average Physical Occupancy is defined as (1) the average number of occupied units divided by (2) the total number of units, expressed as a percentage.

(3)Average Economic Occupancy is defined as (1) total possible revenue less vacancy loss divided by (2) total possible revenue, expressed as a percentage. Total possible revenue is determined by valuing average occupied units at contract rates and average vacant units at Market Rents. Vacancy loss is determined by valuing vacant units at current Market Rents. By measuring vacant units at their Market Rents, Average Economic Occupancy takes into account the fact that units of different sizes and locations within a residential property have different economic impacts on a residential property’s total possible gross revenue. “Market Rents” used by us in calculating Average Economic Occupancy are based on the current market rates set by the managers of our residential properties based on their experience in renting their residential property’s units and publicly available market data. Actual market rents and trends in such rents for a region as reported by others may vary materially from Market Rents used by us. Market Rents for a period are based on the average Market Rents during that period and do not reflect any impact for cash concessions.

Hotel Net Operating Income

The Boston Marriott Cambridge hotel had net operating income of approximately $2.0 million for the three months ended March 31, 2025, representing a decrease of approximately $0.1 million compared to the three months ended March 31, 2024.

The following reflects our occupancy and rate information for the Boston Marriott Cambridge hotel for the three months ended March 31, 2025 and 2024.


	2025			2024			Change (%)
Occupancy	74.9		%	71.0		%	5.5	%
Average daily rate	$	258.17		$	254.86		1.3	%
REVPAR	$	193.36		$	181.05		6.8	%

Other Operating Revenue and Expense Items

Development and Management Services Revenue

Development and management services revenue increased by approximately $3.6 million for the three months ended March 31, 2025 compared to 2024. Development services revenue and management services revenue increased by approximately $1.3 million and $2.3 million, respectively. The increase in development services revenue was primarily related to an increase in fees associated with a tenant improvement project in the Boston region. The increase in management services revenue was primarily related to a leasing commission earned from an unconsolidated joint venture in New York City.

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General and Administrative Expense

General and administrative expense increased by approximately $2.3 million for the three months ended March 31, 2025 compared to 2024 primarily due to an increase in compensation expense of approximately $2.8 million, partially offset by an approximately $0.5 million decrease in other general and administrative expenses. The increase in compensation expense related to an approximately $5.5 million increase in compensation expenses that was primarily related to age-based vesting and annual increases in employee compensation, partially offset by an approximately $2.7 million decrease in the value of our deferred compensation plan.

Wages directly related to the development of rental properties are capitalized and included in real estate assets on our Consolidated Balance Sheets and amortized over the useful lives of the applicable asset or lease term. Capitalized wages for the three months ended March 31, 2025 and 2024 were approximately $4.4 million and $4.1 million, respectively. These costs are not included in the general and administrative expenses discussed above.

Transaction Costs

Transaction costs increased by approximately $0.3 million for the three months ended March 31, 2025 compared to 2024. In general, transaction costs relating to the formation of new joint ventures and the pursuit of other transactions are expensed as incurred.

Depreciation and Amortization Expense

Depreciation expense may differ between BXP and BPLP as a result of previously applied acquisition accounting by BXP for the issuance of common stock in connection with non-sponsor OP Unit redemptions by BPLP. This accounting resulted in a step-up of the real estate assets at BXP that was allocated to certain properties. The difference between the real estate assets of BXP as compared to BPLP for certain properties having an allocation of the real estate step-up will result in a corresponding difference in depreciation expense. For additional information see the Explanatory Note that immediately follows the cover page of this Quarterly Report on Form 10-Q.

BXP

Depreciation and amortization expense increased by approximately $1.4 million for the three months ended March 31, 2025 compared to 2024, as detailed below.


Portfolio	Depreciation and Amortization for the three months ended March 31,
2025	2024		Change
	(in thousands)
Same Property Portfolio	$	209,995	$	211,498	$	(1,503)
Properties Acquired Portfolio	3,829		3,434		395
Properties Placed In-Service Portfolio	4,899		1,297		3,602
Properties in or Held for Development or Redevelopment Portfolio	1,384		2,487		(1,103)
	$	220,107	$	218,716	$	1,391

BPLP

Depreciation and amortization expense increased by approximately $1.4 million for the three months ended March 31, 2025 compared to 2024, as detailed below.

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Portfolio	Depreciation and Amortization for the three months ended March 31,
2025	2024		Change
	(in thousands)
Same Property Portfolio	$	208,292	$	209,801	$	(1,509)
Properties Acquired Portfolio	3,829		3,434		395
Properties Placed In-Service Portfolio	4,899		1,297		3,602
Properties in or Held for Development or Redevelopment Portfolio	1,384		2,487		(1,103)
	$	218,404	$	217,019	$	1,385

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

We have determined that amounts reimbursed for payroll and related costs received from third parties in connection with management services contracts should be reflected on a gross basis instead of on a net basis as we have determined that we are the principal under these arrangements. We anticipate that these two financial statement line items will generally offset each other.

Other Income and Expense Items

Income (Loss) from Unconsolidated Joint Ventures

Income (loss) from unconsolidated joint ventures decreased by approximately $21.3 million for the three months ended March 31, 2025 compared to 2024, due primarily to an approximately $21.8 million gain recognized upon acquiring our joint venture partner’s economic ownership interest in 901 New York Avenue during the three months ended March 31, 2024 that did not recur during the three months ended March 31, 2025.

Interest and Other Income (Loss)

Interest and other income (loss) decreased by approximately $6.8 million for the three months ended March 31, 2025 compared to 2024, due primarily to a decrease in our outstanding cash balances and corresponding lower interest income.

Gains (Losses) from Investments in Securities

Gains (losses) from investments in securities for the three months ended March 31, 2025 and 2024 related to investments that we have made to reduce our market risk relating to deferred compensation plans that we maintain for BXP’s officers and former non-employee directors. Under the deferred compensation plans, each officer or non-employee director who is eligible to participate is permitted to defer a portion of the officer’s current income or the non-employee director’s compensation on a pre-tax basis and receive a tax-deferred return on these deferrals based on the performance of specific investments selected by the officer or non-employee director. In order to reduce our market risk relating to these plans, we typically acquire, in a separate account that is not restricted as to its use, similar or identical investments as those selected by each officer or non-employee director. This enables us to generally match our liabilities to BXP’s officers or former non-employee directors under our deferred compensation plans with equivalent assets and thereby limit our market risk. The performance of these investments is recorded as gains (losses) from investments in securities. During the three months ended March 31, 2025 and 2024, we recognized gains (losses) of approximately $(0.4) million and $2.3 million, respectively, on these investments. By comparison, our general and administrative expense increased (decreased) by approximately $(0.4) million and $2.3 million during the three months ended March 31, 2025 and 2024, respectively, as a result of increases (decreases) in our liability under our deferred compensation plans that was associated with the performance of the specific investments selected by officers and former non-employee directors of BXP participating in the plans.

Unrealized Gain (Loss) on Non-Real Estate Investments

We invest in non-real estate investments, which are primarily environmentally-focused investment funds. As a result, during the three months ended March 31, 2025 and 2024, we recognized an unrealized gain (loss) of approximately $(0.5) million and $0.4 million, respectively, due to the observable changes in the fair value of the investments.

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Loss on Sales-Type Lease

During the three months ended March 31, 2025, we recognized approximately $2.5 million in additional costs, which had previously been contingent, related to a ground lease for land at our Reston Next property located in Reston, Virginia. We entered into the ground lease in 2020 with a third-party hotel developer and amended it in 2022. The amendment resulted in the derecognition of the assets related to the ground lease and the classification of the ground lease as a sales-type lease resulting in the recognition of a gain on sales-type lease of approximately $10.1 million.

Impairment Loss

At March 31, 2024, we evaluated the expected hold period for a portion of our Shady Grove property located in Rockville, Maryland. Based on a shorter-than-expected hold period, we reduced the carrying value of a portion of the property that we anticipate selling to a third party developer to its estimated fair value at March 31, 2024. As a result, each of BXP and BPLP recognized an impairment loss of approximately $13.6 million. Our estimated fair value was based on Level 3 inputs as defined in Accounting Standards Codification 820 and on a pending offer from a third party.

Loss From Early Extinguishment of Debt

On March 28, 2025, BPLP amended and restated its revolving credit agreement (See Note 6 to the Consolidated Financial Statements). In connection with the amendment and restatement, we recognized a loss from early extinguishment of debt of approximately $0.3 million related to unamortized origination costs during the three months ended March 31, 2025.

Interest Expense

Interest expense increased by approximately $1.6 million for the three months ended March 31, 2025 compared to 2024, as detailed below.


Component	Change in interest expense for the three months ended March 31, 2025 compared to March 31, 2024
	(in thousands)
Increases to interest expense due to:
Issuance of $850 million in aggregate principal of 5.750% senior notes due 2035 on August 26, 2024	$	12,225
Unsecured commercial paper	5,845
Total increases to interest expense	18,070
Decreases to interest expense due to:
Repayment of $850 million in aggregate principal of 3.200% senior notes due 2025 on January 15, 2025	(5,821)
Decrease in interest associated with unsecured term loans and the unsecured credit facility, net	(3,701)
Mortgage loan financings (1)	(2,408)
Repayment of $700 million in aggregate principal of 3.800% senior notes due 2024 on February 1, 2024	(2,237)
Increase in capitalized interest related to development projects	(936)
Amortization expense of financing fees	(611)
Decrease in interest due to finance leases	(587)
Other interest expense (excluding senior notes)	(216)
Total decreases to interest expense	(16,517)
Total change in interest expense	$	1,553

(1)Consists of the mortgage loan and, if applicable, fair value debt and swap adjustments collateralized by (1) 325 Main Street, 355 Main Street, 90 Broadway and Cambridge East Garage (also known as Kendall Center Green Garage)

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located in Cambridge, Massachusetts, (2) Santa Monica Business Park located in Santa Monica, California and (3) 901 New York Avenue located in Washington, DC.

Interest expense directly related to the development of rental properties is capitalized and included in real estate assets on our Consolidated Balance Sheets and amortized over the useful lives of the real estate or lease term. As portions of properties are placed in-service, we cease capitalizing interest on that portion and interest is then expensed. Interest capitalized for the three months ended March 31, 2025 and 2024 was approximately $10.3 million and $9.4 million, respectively. These costs are not included in the interest expense referenced above.

At March 31, 2025, our variable rate debt consisted of (1) BPLP’s $2.25 billion Revolving Credit Facility, (2) BPLP’s $700.0 million Term Loan Facility and (3) BPLP’s $750.0 million Commercial Paper Program. As of March 31, 2025, there were $300.0 million, $700.0 million and $500.0 million outstanding under the Revolving Credit Facility, Term Loan Facility and Commercial Paper Program, respectively.

In addition, we have the $100.0 million unsecured term loan facility (“2024 Unsecured Term Loan”) and $800.0 million of mortgage notes collateralized by Santa Monica Business Park and our 325 Main Street, 355 Main Street, 90 Broadway and Cambridge East Garage (also known as Kendall Center Green Garage) properties that bore interest at variable rates, which have all been hedged with interest rates swaps to fix SOFR for all or a portion of the applicable debt term (See Note 14 to the Consolidated Financial Statements).

For a summary of our consolidated debt as of March 31, 2025 refer to the heading “Liquidity and Capital Resources—Debt Financing” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Noncontrolling Interests in Property Partnerships

Noncontrolling interests in property partnerships increased by approximately $1.5 million for the three months ended March 31, 2025 compared to 2024, as detailed below.


Property	Noncontrolling Interests in Property Partnerships for the three months ended March 31,
2025	2024		Change
	(in thousands)
767 Fifth Avenue (the General Motors Building)	$	2,583	$	2,849	$	(266)
7 Times Square (formerly Times Square Tower) (1)	3,102		5,282		(2,180)
601 Lexington Avenue	2,582		2,103		479
100 Federal Street	2,761		2,901		(140)
Atlantic Wharf Office Building	3,840		4,071		(231)
343 Madison Avenue (2)	(4)		—		(4)
300 Binney Street (3)	3,522		5		3,517
290 Binney Street (4)	363		10		353
	$	18,749	$	17,221	$	1,528

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

(2)Property is held for future development.

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

(4)Property is currently in development.

Noncontrolling Interest—Common Units of the Operating Partnership

For BXP, noncontrolling interest—common units of the Operating Partnership decreased by approximately $2.5 million for the three months ended March 31, 2025 compared to 2024 due primarily to a decrease in allocable income. Due to our ownership structure, there is no corresponding line item on BPLP’s financial statements.

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Liquidity and Capital Resources

General

Our principal liquidity needs for the next twelve months and beyond are to:

fund normal recurring expenses;
meet debt service and principal repayment obligations on maturing debt, including:
$100.0 million of principal outstanding on the 2024 Unsecured Term Loan due September 26, 2025, for which we have three, one-year extension options, subject to customary conditions,
$1.0 billion of 3.650% unsecured senior notes due February 1, 2026, and
amounts that become due under the Commercial Paper Program;
fund capital calls from our unconsolidated joint venture investments to fund development costs, capital improvements, leasing costs and debt principal repayment;
fund development and redevelopment costs;
fund capital expenditures, including major renovations, tenant improvements and leasing costs;
fund possible acquisitions of properties, either directly or indirectly through the acquisition of equity interests; and
make the minimum distribution required to enable BXP to maintain its REIT qualification under the Code.

We expect to satisfy these needs using one or more of the following:

cash flow from operations;
distribution of cash flows from joint ventures;
cash and cash equivalent balances;
borrowings under BPLP’s 2025 Credit Facility, unsecured term loans, short-term bridge facilities and construction loans;
long-term secured and unsecured indebtedness (including unsecured exchangeable indebtedness);
sales of real estate and interests in joint ventures owning real estate;
private equity sources, including institutional investors; and
issuances of BXP equity securities and/or preferred or common units of partnership interests in BPLP.

We draw on multiple financing sources to fund our long-term capital needs. We use BPLP’s 2025 Credit Facility primarily as a bridge facility to fund acquisition opportunities, refinance outstanding indebtedness, fund short-term development costs and for working capital. We also use BPLP’s 2025 Credit Facility to backstop the Commercial Paper Program. Although we may seek to fund our development projects with construction loans, which may require guarantees by BPLP, the source of financing for each particular project ultimately depends on several factors, including, among others, the project’s size and duration, whether the project is owned by a joint venture, the extent of pre-leasing, our available cash and access to cost effective capital at the given time.

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The following table presents information on properties under construction/redevelopment as of March 31, 2025 (dollars in thousands):


									Financings
Construction/Redevelopment Properties	Estimated Stabilization Date	Location	# of Buildings	Estimated Square Feet	Investment to Date (1)(2)(3)		Estimated Total Investment (1)(2)		Total Available (1)		Outstanding at March 31, 2025 (1)		Estimated Future Equity Requirement (1)(2)(4)		Percentage Leased (5)
Office
360 Park Avenue South (71% ownership) (Redevelopment)	Q4 2026	New York, NY	1	450,000	$	366,619	$	418,300	$	156,470	$	156,470	$	51,681	28	%	(6)
Reston Next Office Phase II	Q2 2026	Reston, VA	1	90,000	47,117		61,000		—		—		13,883		9	%	(7)
1050 Winter Street (Redevelopment)	Q3 2025	Waltham, MA	1	162,000	6,308		38,700		—		—		32,392		100	%
725 12th Street (Redevelopment)	Q4 2030	Washington, DC	1	320,000	54,445		349,600		—		—		295,155		87	%
Total Office Properties under Construction/Redevelopment			4	1,022,000	474,489		867,600		156,470		156,470		393,111		56	%

Laboratory/Life Sciences
290 Binney Street (55% ownership)	Q2 2026	Cambridge, MA	1	573,000	262,076		508,000		—		—		245,924		100	%	(8)
651 Gateway (50% ownership) (Redevelopment)	Q3 2026	South San Francisco, CA	1	327,000	134,007		167,100		—		—		33,093		21	%	(9)
Total Laboratory/Life Sciences Properties under Construction/Redevelopment			2	900,000	396,083		675,100		—		—		279,017		71	%

Residential
121 Broadway Street (439 units)	Q2 2029	Cambridge, MA	1	492,000	136,163		597,800		—		—		461,637		—	%
290 Coles Street (670 Units) (19.46% ownership)	Q3 2029	Jersey City, NJ	1	547,000	20,090		88,700		56,400		—		12,210		—	%	(10)
290 Coles Street - Retail			—	13,000	—		—		—		—		—		—	%
Total Residential Properties under Construction			2	1,052,000	156,253		686,500		56,400		—		473,847		—	%

Retail
Reston Next Retail	Q4 2025	Reston, VA	1	33,000	25,390		26,600		—		—		1,210		13	%	(11)
Total Retail Properties under Construction			1	33,000	25,390		26,600		—		—		1,210		13	%

Total Properties under Construction/Redevelopment			9	3,007,000	$	1,052,215	$	2,255,800	$	212,870	$	156,470	$	1,147,185	62	%	(12)

(1)Represents our share.

(2)Each of Investment to Date, Estimated Total Investment and Estimated Future Equity Requirement represent our share of acquisition expenses, as applicable, and reflect our share of the estimated net revenue/expenses that we expect to incur prior to stabilization of the project, including any amounts actually received or paid through March 31, 2025.

(3)Includes approximately $68.6 million of unpaid but accrued construction costs and leasing commissions.

(4)Excludes approximately $68.6 million of unpaid but accrued construction costs and leasing commissions.

(5)Represents percentage leased as of April 28, 2025, including leases with future commencement dates.

(6)As of March 31, 2025, this property was 30% placed in-service.

(7)As of March 31, 2025, this property was 6% placed in-service.

(8)The project budget reflects our 55% share of joint venture costs related to 290 Binney Street. We have the sole obligation to construct an underground electrical vault for an estimated gross cost of $183.9 million. We have entered into a contract to sell the electrical vault to a third party for a fixed price of $84.1 million upon completion. The net investment of $99.8 million will be included in our outside basis in 290 Binney Street. We have invested $84.4 million for the vault as of March 31, 2025.

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(9)On January 1, 2025, in accordance with our accounting policy, we ceased interest capitalization of our equity method investment. As of March 31, 2025, the joint venture partner, which is also the managing partner, classifies the project as under construction. As such, we continue to reflect the project as under construction. As of March 31, 2025, this property was 27% placed in-service.

(10)On March 5, 2025, we acquired a 19.46% interest in 290 Coles Street. The budget represents our 19.46% ownership of the project budget and financings which includes our share of preferred equity. We contributed $20.0 million of common equity at closing. In addition, we committed to provide up to $65.0 million in preferred equity accruing at a 13.0% IRR. As of March 31, 2025, no preferred equity has been contributed.

(11)On January 16, 2025, this project was partially placed in-service.

(12)Percentage leased excludes the residential units.

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We seek to maximize income from our existing properties by maintaining quality standards for our properties that promote high occupancy rates and permit increases in rental rates while reducing client turnover and controlling operating expenses. Our sources of revenue also include third-party fees generated by our property management, leasing, development and construction businesses, interest earned on cash deposits and, from time to time, the sale of assets. We believe these sources of capital will continue to provide the funds necessary for our short-term liquidity needs. Material adverse changes in one or more sources of capital may adversely affect our net cash flows and our ability to repay or refinance existing indebtedness as it matures.

As of March 31, 2025, we had nine properties under development or redevelopment. Our share of the estimated total investment for these projects is approximately $2.4 billion, of which approximately $1.2 billion remains to be funded through 2030.

During the first quarter of 2025, we further strengthened our balance sheet by repaying debt and extending maturities. Notable transactions include:

On January 15, 2025, we repaid at maturity $850.0 million in aggregate principal amount of our 3.200% unsecured senior notes. The repayment was completed with available cash and proceeds from our August 2024 offering of $850.0 million in aggregate principal amount of 5.750% unsecured senior notes due 2035.
On February 27, 2025, a joint venture in which we have a 50% ownership interest entered into a $252.0 million, 10-year, non-recourse CMBS loan secured by 7750 Wisconsin Avenue in Bethesda, Maryland. The loan bears interest at a fixed rate of 5.49% per annum and is scheduled to mature on March 1, 2035. 7750 Wisconsin Avenue is an approximately 736,000 square foot premier workplace that is 100% leased to an affiliate of Marriott International, Inc.
On March 5, 2025, the joint venture that owns 290 Coles Street in Jersey City, New Jersey, entered into a $225.0 million construction loan that bears interest at a variable rate of Term SOFR plus 2.50% per annum and matures on March 5, 2029, with an additional one-year extension option, subject to certain conditions. We own a 19.46% ownership interest in the joint venture.
On March 28, 2025, BPLP amended and restated its revolving credit agreement to provide for aggregate borrowings of up to $2.95 billion through its unsecured revolving credit facility and its unsecured term loan facility. The amendment increased the total commitment of the Revolving Facility from $2.0 billion to $2.25 billion, extended the maturity date to March 29, 2030, and extended the maturity date of the $700.0 million unsecured term loan facility to March 30, 2029, with two, six-month extension options, each subject to customary conditions. The $700.0 million unsecured term loan was scheduled to mature in May 2025.
On March 28, 2025, we increased the amount of unsecured commercial paper notes that we may issue under the Commercial Paper Program from $500.0 million to $750.0 million. The Commercial Paper Program is backstopped by available capacity under our 2025 Credit Facility.

As of March 31, 2025, our share of unconsolidated joint venture debt maturing through May 2026 was approximately $453.6 million. This debt matures at different times through May 2026, and we expect to fund the repayment of this debt through a combination of refinancings, available cash balances, proceeds from asset sales, draws on BPLP’s 2025 Credit Facility, proceeds from the Commercial Paper Program, secured debt or unsecured debt.

We expect net interest expense will be greater in 2025 compared to 2024 as a result of lower projected interest income in 2025 due to (i) lower cash balances as a result of (1) ongoing development costs in 2025 and (2) the repayment of our $850.0 million unsecured senior notes at maturity on January 15, 2025 and (ii) higher interest rates on refinanced debt.

As of April 28, 2025, we had available cash of approximately $386.7 million (of which approximately $143.0 million was attributable to our consolidated joint venture partners). Our liquidity and capital resources depend on a wide range of factors, and we believe that our access to capital and our strong liquidity, including the approximately $1.4 billion available under BPLP’s 2025 Credit Facility and our available cash, as of April 28, 2025 are sufficient to fund our remaining capital needs on existing development and redevelopment projects, repay our maturing indebtedness when due (if not refinanced or extended), satisfy our REIT distribution requirements and still allow us

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to act opportunistically on attractive investment opportunities. We are currently in active negotiations for the disposition of eight land sites and, if successful, these dispositions could generate approximately $250.0 million of aggregate net proceeds over the next 24 months. Several of these sales require re-entitlement, which we anticipate will result in relatively longer closing periods than typical transactions. However, there can be no assurance that we will complete any of these transactions on the terms and schedules currently contemplated or at all.

We may seek to enhance our liquidity to fund our current and future development activity, pursue additional attractive investment opportunities and refinance or repay indebtedness. Depending on then-current interest rates, the overall conditions in the public and private debt and equity markets, and our existing and expected leverage at the time, we may decide to access one or more of these capital sources. Doing so may result in greater cash and cash equivalents pending our use of the proceeds, and depending on the sources of liquidity, higher interest expense or share count.

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

REIT Tax Distribution Considerations

Dividend

As a REIT, BXP is subject to a number of organizational and operational requirements, including a requirement that BXP currently distribute at least 90% of its annual taxable income (excluding capital gains and with certain other adjustments). Our policy is for BXP to distribute at least 100% of its taxable income, including capital gains, to avoid paying federal tax. Holders of common and LTIP units (other than unearned MYLTIP units) of limited partnership interest in BPLP receive the same distribution per unit that is paid per share of BXP common stock.

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

Sales

To the extent that we sell assets at a gain and cannot efficiently use the proceeds in a tax deferred manner for either our development activities or acquisitions, BXP would, at the appropriate time, decide whether it is better to declare a special dividend, adopt a stock repurchase program, reduce indebtedness or retain the cash for future investment opportunities. Such a decision will depend on many factors including, among others, the timing, availability and terms of development and acquisition opportunities, our then-current and anticipated leverage, the cost and availability of capital from other sources, the price of BXP’s common stock and REIT distribution requirements. At a minimum, we expect that BXP would distribute at least that amount of proceeds necessary for BXP to avoid paying corporate level tax on the applicable gains realized from any asset sales.

From time to time in select cases, whether due to a change in use, structuring issues to comply with applicable REIT regulations or other reasons, we may sell an asset that is held by a taxable REIT subsidiary (“TRS”). Such a sale by a TRS would be subject to federal and local taxes.

Cash Flow Summary

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

Cash and cash equivalents and cash held in escrows aggregated approximately $0.5 billion and $0.8 billion at March 31, 2025 and 2024, respectively, representing a decrease of approximately $0.3 billion. The following table sets forth changes in cash flows:


	Three months ended March 31,
2025			2024			Change
(in thousands)
Net cash provided by operating activities	$	210,036		$	197,595		$	12,441
Net cash used in investing activities	(309,143)			(286,619)			(22,524)
Net cash used in financing activities	(756,882)			(756,909)			27

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Our principal source of cash flow is related to the operation of our properties. The weighted-average term of our in-place leases, including leases signed by our unconsolidated joint ventures, excluding residential units, was approximately 7.9 years as of March 31, 2025, with occupancy rates historically in the range of 86% to 92%. Generally, our properties generate a relatively consistent stream of cash flows that provides us with resources to pay operating expenses, debt service and fund regular quarterly dividend and distribution payment requirements. In addition, over the past several years, we have raised capital through the sale of some of our properties and through secured and unsecured borrowings.

Cash is used in investing activities to fund acquisitions, development, net investments in unconsolidated joint ventures and maintenance and repositioning capital expenditures. Cash used in investing activities for the three months ended March 31, 2025 and March 31, 2024 is detailed below:


	Three months ended March 31,
	2025		2024
	(in thousands)

Construction in progress (1)	$	(138,796)	$	(181,636)
Building and other capital improvements	(57,395)		(32,087)
Tenant improvements	(60,338)		(53,377)

Acquisition of real estate upon consolidation of unconsolidated joint ventures (net of cash) (2)	—		6,086
Capital contributions to unconsolidated joint ventures (3)	(52,611)		(26,457)


Investment in non-real estate investments	(434)		—
Issuance of note receivables (including related party)	(600)		(573)

Investments in securities, net	1,031		1,425
Net cash used in investing activities	$	(309,143)	$	(286,619)

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

(1)Construction in progress for the three months ended March 31, 2025 included ongoing expenditures associated with Reston Next Office Phase II and Reston Next Retail, which were partially placed in-service during the three months ended March 31, 2025. In addition, we incurred costs associated with our continued development/redevelopment of 290 Binney Street, 121 Broadway, 725 12th Street and 1050 Winter Street.

Construction in progress for the three months ended March 31, 2024 included ongoing expenditures associated with 180 CityPoint and 103 CityPoint, which were partially placed in-service during 2023. In addition, we incurred costs associated with our continued development/redevelopment of Reston Next Office Phase II, 760 Boylston Street, 290 Binney Street, 300 Binney Street and 121 Broadway.

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

(3)Capital contributions to unconsolidated joint ventures for the three months ended March 31, 2025 consisted primarily of cash contributions of approximately $21.2 million, $20.0 million and $6.2 million to our 751 Gateway, 290 Coles Street and 360 Park Avenue South joint ventures, respectively. On March 5, 2025, we entered into a new joint venture for the development of 290 Coles Street (See Note 5 to the Consolidated Financial Statements).

Capital contributions to unconsolidated joint ventures for the three months ended March 31, 2024 consisted primarily of cash contributions of approximately $9.9 million, $6.7 million and $5.7 million to our Gateway Commons, 360 Park Avenue South and Platform 16 joint ventures, respectively.

Cash used in financing activities for the three months ended March 31, 2025 totaled approximately $756.9 million. This amount consisted primarily of the repayment of BPLP’s $850.0 million in aggregate principal amount of its 3.200% unsecured senior notes due January 15, 2025 and the payment of our regular dividends and distributions to our shareholders and unitholders, partially offset by borrowings under BPLP’s Revolving Credit Facility. Future debt payments are discussed below under the heading “Debt Financing.”

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Capitalization

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


	March 31, 2025
	Shares / Units Outstanding	Common Stock Equivalent	Equivalent Value (1)
Common Stock	158,323	158,323	$	10,637,722
Common Operating Partnership Units	18,419	18,419	1,237,573			(2)
Total Equity		176,742	$	11,875,295

Consolidated Debt			$	15,671,692
Add:
BXP’s share of unconsolidated joint venture debt (3)			1,385,545
Subtract:
Partners’ share of Consolidated Debt (4)			1,362,866
BXP’s Share of Debt			$	15,694,371

Consolidated Market Capitalization			$	27,546,987
BXP’s Share of Market Capitalization			$	27,569,666
Consolidated Debt/Consolidated Market Capitalization			56.89		%
BXP’s Share of Debt/BXP’s Share of Market Capitalization			56.93		%

(1)Values are based on the closing price per share of BXP’s common stock on the New York Stock Exchange on March 31, 2025 of $67.19.

(2)Includes long-term incentive plan units (including 2012 OPP Units and 2013 - 2022 MYLTIP Units but excluding the 2023 - 2025 MYLTIP Units because the three-year performance periods had not ended as of March 31, 2025).

(3)See page 68 for additional information.

(4)See page 67 for additional information.

Consolidated Debt to Consolidated Market Capitalization Ratio is a measure of leverage commonly used by analysts in the REIT sector. We present this measure as a percentage and it is calculated by dividing (A) our consolidated debt by (B) our consolidated market capitalization, which is the market value of our outstanding equity securities plus our consolidated debt. Consolidated market capitalization is the sum of:

(1) our consolidated debt; plus

(2) the product of (x) the closing price per share of BXP common stock on March 31, 2025, as reported by the New York Stock Exchange, multiplied by (y) the sum of:

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

(ii) the number of outstanding OP Units in BPLP (excluding OP Units held by BXP),

(iii) the number of OP Units issuable upon conversion of all outstanding LTIP Units, assuming all conditions have been met for the conversion of the LTIP Units, and

(iv) the number of OP Units issuable upon conversion of 2012 OPP Units, and 2013 - 2022 MYLTIP Units that were issued in the form of LTIP Units.

The calculation of consolidated market capitalization does not include LTIP Units issued in the form of MYLTIP Awards unless and until certain performance thresholds are achieved and they are earned. Because their three-year performance periods have not yet ended, 2023 - 2025 MYLTIP Units are not included in this calculation as of March 31, 2025.

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We also present BXP’s Share of Market Capitalization and BXP’s Share of Debt/BXP’s Share of Market Capitalization, which are calculated in the same manner, except that BXP’s Share of Debt is utilized instead of our consolidated debt in both the numerator and the denominator. BXP’s Share of Debt is defined as our consolidated debt plus our share of debt from our unconsolidated joint ventures (calculated based upon our ownership percentage), minus our partners’ share of debt from our consolidated joint ventures (calculated based upon the partners’ percentage ownership interests adjusted for basis differentials). Management believes that BXP’s Share of Debt provides useful information to investors regarding our financial condition because it includes our share of debt from unconsolidated joint ventures and excludes our partners’ share of debt from consolidated joint ventures, in each case presented on the same basis. We have several significant joint ventures and presenting various measures of financial condition in this manner can help investors better understand our financial condition and/or results of operations after taking into account our economic interest in these joint ventures. We caution investors that the ownership percentages used in calculating BXP’s Share of Debt may not completely and accurately depict all of the legal and economic implications of holding an interest in a consolidated or unconsolidated joint venture. For example, in addition to partners’ interests in profits and capital, venture agreements vary in the allocation of rights regarding decision making (both for routine and major decisions), distributions, transferability of interests, financing and guarantees, liquidations and other matters. Moreover, in some cases we exercise significant influence over, but do not control, the joint venture in which case GAAP requires that we account for the joint venture entity using the equity method of accounting and we do not consolidate it for financial reporting purposes. In other cases, GAAP requires that we consolidate the venture even though our partner(s) own(s) a significant percentage interest. As a result, management believes that the presentation of BXP’s Share of a financial measure should not be considered a substitute for, and should only be considered with and as a supplement to our financial information presented in accordance with GAAP.

We present these supplemental ratios because our degree of leverage could affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes and because different investors and lenders consider one or both of these ratios. Investors should understand that these ratios are, in part, a function of the market price of the common stock of BXP and as such will fluctuate with changes in such price, and they do not necessarily reflect our capacity to incur additional debt to finance our activities or our ability to manage our existing debt obligations. However, for a company like BXP, whose assets are primarily income-producing real estate, these ratios may provide investors with an alternate indication of leverage, so long as they are evaluated along with the ratio of indebtedness to other measures of asset value used by financial analysts and other financial ratios, as well as the various components of our outstanding indebtedness.

For a discussion of our unconsolidated joint venture indebtedness, see “Liquidity and Capital Resources—Investment in Unconsolidated Joint Ventures - Secured Debt” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and for a discussion of our consolidated joint venture indebtedness see “Liquidity and Capital Resources—Mortgage Notes Payable” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Debt Financing

As of March 31, 2025, we had approximately $15.7 billion of outstanding consolidated indebtedness, representing approximately 56.89% of our Consolidated Market Capitalization as calculated above consisting of approximately (1) $9.8 billion (net of discount and deferred financing fees) in publicly traded unsecured senior notes having a weighted-average GAAP interest rate of 4.13% per annum and maturities in 2026 through 2035, (2) $4.3 billion (net of deferred financing fees and fair value interest adjustments) of property-specific mortgage debt having a weighted-average GAAP interest rate of 4.05% per annum and a weighted-average remaining term of 3.6 years, (3) $0.8 billion (net of deferred financing fees and fair value interest adjustments) of unsecured term loans having a weighted-average GAAP interest rate of 5.59% per annum with maturities in 2025 and 2029, (4) $0.5 billion of unsecured commercial paper borrowings having a weighted-average interest rate of 4.66% per annum and a weighted-average maturity of 48 days, from the issuance date, and (5) $0.3 billion of borrowings under the Revolving Credit Facility.

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The table below summarizes the aggregate carrying value of our outstanding indebtedness, as well as Consolidated Debt Financing Statistics at March 31, 2025 and March 31, 2024.


	March 31,
	2025			2024
	(dollars in thousands)
Debt Summary:
Balance
Mortgage notes payable, net	$	4,277,710		$	4,368,367
Unsecured senior notes, net	9,797,824			9,794,527
Unsecured line of credit	300,000			—
Unsecured term loans, net	796,158			1,199,430
Unsecured commercial paper	500,000			—
Consolidated Debt	15,671,692			15,362,324
Add:
BXP’s share of unconsolidated joint venture debt, net (1)	1,385,545			1,373,986
Subtract:
Partners’ share of consolidated mortgage notes payable, net (2)	1,362,866			1,360,873
BXP’s Share of Debt	$	15,694,371		$	15,375,437

	March 31,
	2025			2024
Consolidated Debt Financing Statistics:
Percent of total debt:
Fixed rate (3)	90.45		%	100.00		%
Variable rate	9.55		%	—		%
Total	100.00		%	100.00		%
GAAP Weighted-average interest rate at end of period:
Fixed rate (3)	4.12		%	4.17		%
Variable rate	5.19		%	—		%
Total	4.22		%	4.17		%
Coupon/Stated Weighted-average interest rate at end of period:
Fixed rate (3)	3.95		%	3.93		%
Variable rate	5.12		%	—		%
Total	4.06		%	3.93		%
Weighted-average maturity at end of period (in years):
Fixed rate (3)	4.6			4.6
Variable rate	2.9			—
Total	4.5			4.6

(1)See page 68 for additional information.

(2)See page 67 for additional information.

(3)At March 31, 2025, BPLP’s $100.0 million 2024 Unsecured Term Loan and two of our mortgage loans aggregating approximately $800.0 million bore interest at variable rates. At March 31, 2024, the 2023 Unsecured Term Loan and two of our mortgage loans aggregating approximately $900.0 million bore interest at variable rates. We entered into interest rate swap contracts that effectively fixed the variability of these loans for all or a portion of the applicable debt term and as such, they are reflected in our Fixed rate statistics.

Unsecured Senior Notes

For a description of BPLP’s outstanding unsecured senior notes as of March 31, 2025, See Note 6 to the Consolidated Financial Statements.

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On January 15, 2025, BPLP repaid $850.0 million in aggregate principal amount of its 3.200% senior notes due January 15, 2025. The repayment was completed with available cash and the proceeds from BPLP’s August 2024 offering of 5.750% unsecured senior notes due 2035. The repayment price was approximately $863.6 million, which was equal to the stated principal plus approximately $13.6 million of accrued and unpaid interest to, but not including, the repayment date.

Unsecured Credit Facility and Unsecured Term Loans

On September 27, 2024, BPLP entered into the $100.0 million 2024 Unsecured Term Loan. Upon entering into the 2024 Unsecured Term Loan, BPLP exercised its option to draw the full $100.0 million. The 2024 Unsecured Term Loan matures on September 26, 2025 with three, one-year extension options, subject to customary conditions.

On March 28, 2025, BPLP amended and restated its revolving credit agreement. The 2025 Credit Facility provides for aggregate borrowings of up to $2.950 billion through an unsecured revolving credit facility and an unsecured term loan facility, subject to customary conditions. Among other things, the amendment and restatement (1) increased the total commitment of the Revolving Facility from $2.0 billion to $2.250 billion, (2) extended the maturity date of the Revolving Facility from June 15, 2026 to March 29, 2030, and (3) added a $700.0 million Term Loan Facility with an initial maturity date of March 30, 2029, with two, six-month extension options, each subject to customary conditions (See Notes 6 and 14 to the Consolidated Financial Statements). In connection with the amendment and restatement, we recognized a loss from early extinguishment of debt of approximately $0.3 million related to unamortized origination costs during the three months ended March 31, 2025.

At closing on March 28, 2025, BPLP drew the full $700.0 million of the Term Loan Facility under the 2025 Credit Facility, the proceeds of which were used to fully repay the $700.0 million of borrowings outstanding under it’s 2023 Unsecured Term Loan. The 2023 Unsecured Term Loan was scheduled to mature on May 16, 2025. There was no prepayment penalty associated with the repayment of the 2023 Unsecured Term Loan. At March 31, 2025 and April 28, 2025, BPLP had $700.0 million of principal outstanding under its Term Loan Facility.

The 2025 Credit Facility is used as a backstop for the $750.0 million Commercial Paper Program (See “Unsecured Commercial Paper” below). As such, BPLP intends to maintain, at a minimum, availability under the 2025 Credit Facility in an amount equal to the amount of unsecured commercial paper notes outstanding.

At March 31, 2025, BPLP had $300.0 million of borrowings under its Revolving Credit Facility, outstanding letters of credit totaling approximately $5.4 million, and $500.0 million is being used as a backstop for the Commercial Paper Program. At April 28, 2025, BPLP had $85.0 million of borrowings under its Revolving Credit Facility, outstanding letters of credit totaling approximately $5.4 million, and $750.0 million is being used as a backstop for the Commercial Paper Program. Therefore, at March 31, 2025 and April 28, 2025, BPLP had the ability to borrow approximately $1.4 billion.

Unsecured Commercial Paper

On March 28, 2025, BPLP increased the amount by which it may issue unsecured commercial paper notes under the Commercial Paper Program from $500.0 million to $750.0 million. Other than the increase in the program’s maximum capacity, all other terms of the Commercial Paper Program remain unchanged. 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 $750.0 million with varying maturities of up to one year. Amounts available under the 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 2025 Credit Facility.

At March 31, 2025, BPLP had an aggregate of $500.0 million of unsecured commercial paper notes outstanding that bore interest at a weighted-average rate of approximately 4.66% per annum and had a weighted-average maturity of 48 days from the issuance date. At April 28, 2025, BPLP had an aggregate of $750.0 million of commercial paper notes outstanding that bore interest at a weighted-average rate of approximately 4.72% per annum and had a weighted-average maturity of 46 days, from the issuance date.

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Mortgage Notes Payable

The following represents the outstanding mortgage notes payable, net at March 31, 2025:


Properties	Stated Interest Rate		GAAP Interest Rate (1)		Stated Principal Amount		Fair Value Adjustment and Deferred Financing Costs, Net		Carrying Amount		Carrying Amount (Partners’ Share)			Maturity Date
	(dollars in thousands)
Wholly-owned
901 New York Avenue	5.00	%	5.06	%	$	201,191	$	(476)	$	200,715	N/A		(2)	January 5, 2029
Santa Monica Business Park	4.05	%	6.65	%	200,000		(1,449)		198,551		N/A		(3)(4)	October 8, 2028
90 Broadway, 325 Main Street, 355 Main Street, and Cambridge East Garage (also known as Kendall Center Green Garage)	6.04	%	6.27	%	600,000		(4,795)		595,205		N/A		(3)(5)	October 26, 2028
Subtotal					1,001,191		(6,720)		994,471		N/A
Consolidated Joint Ventures
767 Fifth Avenue (the General Motors Building)	3.43	%	3.64	%	2,300,000		(7,628)		2,292,372		$	916,976	(3)(6)(7)	June 9, 2027
601 Lexington Avenue	2.79	%	2.93	%	1,000,000		(9,133)		990,867		445,890		(3)(8)	January 9, 2032
Subtotal					3,300,000		(16,761)		3,283,239		1,362,866
Total					$	4,301,191	$	(23,481)	$	4,277,710	$	1,362,866

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

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

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

(4)The mortgage loan bears interest at a variable rate of Daily Simple SOFR plus 1.38% per annum. The borrower under the loan entered into interest rate swap contracts to fix Daily Simple SOFR at a weighted-average fixed interest rate of 2.675% for the period commencing on February 1, 2023 and ending on April 1, 2025. On April 8, 2025, we entered into an interest rate swap contract to fix Daily Simple SOFR at a weighted-average fixed interest rate of 3.6775% per annum for the period commencing on April 7, 2025 and ending on April 6, 2026. Stated interest rate reflects the weighted-average fixed interest rate based on the interest rate swap contracts plus 1.38% per annum. Carrying amount includes an approximately $0.6 million fair value interest adjustment. Beginning July 19, 2025, the mortgage loan will bear interest at Daily Simple SOFR plus 1.60% per annum through the maturity date.

(5)The mortgage loan bears interest at a variable rate of Daily Compounded SOFR plus 2.25% per annum. BPLP entered into three interest rate swap contracts with notional amounts aggregating $600.0 million to fix Daily Compounded SOFR at a weighted-average fixed interest rate of 3.7925% for the period commencing on December 15, 2023 and ending on October 26, 2028. The stated interest rate reflects the weighted average fixed interest rate based on the interest rate swap contracts plus 2.25% per annum.

(6)This property is owned by a consolidated entity in which we have a 60% interest. The partners’ share of the carrying amount has been adjusted for basis differentials.

(7)In connection with the refinancing of the loan, we guaranteed the consolidated entity’s obligation to fund various reserves for tenant improvement costs and allowances, leasing commissions and free rent obligations in lieu of cash deposits. As of March 31, 2025, the maximum funding obligation under the guarantee was approximately $6.4 million. We earn a fee from the joint venture for providing the guarantee and have an agreement with our partners to reimburse the joint venture for their share of any payments made under the guarantee.

(8)This property is owned by a consolidated entity in which we have a 55% interest.

Derivative Instruments and Hedging Activities

As of March 31, 2025, we had $900.0 million of interest rate swaps outstanding, where hedge accounting was elected, with a fair value of approximately $(4.1) million. For a description of these interest rate swaps, see Note 7 to the Consolidated Financial Statements. On April 8, 2025, we entered into an interest rate swap contract with a notional amount of $300.0 million to replace $300.0 million of interest rate swaps that expired on April 1, 2025 (see Note 14 to the Consolidated Financial Statements).

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Investment in Unconsolidated Joint Ventures - Secured Debt

We have investments in unconsolidated joint ventures with our effective ownership interests ranging from approximately 19% to approximately 71%. Fourteen of these ventures have mortgage indebtedness. We exercise significant influence over, but do not control, these entities. As a result, we account for them using the equity method of accounting. See also Note 5 to the Consolidated Financial Statements. At March 31, 2025, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by these ventures was approximately $3.2 billion (of which our proportionate share is approximately $1.4 billion). The table below summarizes the outstanding debt of these joint venture properties at March 31, 2025. In addition to other guarantees specifically noted in the table, we have agreed to customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) as well as the completion of development projects on certain of the loans.


Properties	Nominal % Ownership		Stated Interest Rate		GAAP Interest Rate (1)		Term of Variable Rate + Spread	Stated Principal Amount		Deferred Financing Costs, Net		Carrying Amount		Carrying Amount (Our share)			Maturity Date
	(dollars in thousands)
360 Park Avenue South	71.11	%	6.82	%	7.13	%	Term SOFR + 2.50%	$	220,000	$	(1,662)	$	218,338	$	155,260	(2)(3)(4)	December 13, 2027
Market Square North	50.00	%	6.74	%	6.91	%	SOFR + 2.41%	125,000		(140)		124,860		62,430		(2)(3)(5)	November 10, 2025
1265 Main Street	50.00	%	3.77	%	3.84	%	N/A	33,454		(188)		33,266		16,633			January 1, 2032
Colorado Center	50.00	%	3.56	%	3.59	%	N/A	550,000		(420)		549,580		274,790		(2)	August 9, 2027
Dock 72	50.00	%	6.83	%	7.10	%	SOFR +2.50%	198,383		(376)		198,007		99,004		(2)(6)	December 18, 2025
The Hub on Causeway - Podium	50.00	%	7.35	%	7.75	%	Daily Simple SOFR + 2.50%	154,278		(270)		154,008		77,004		(2)(3)(7)	September 8, 2025
Hub50House	50.00	%	4.43	%	4.51	%	SOFR + 1.35%	185,000		(984)		184,016		92,008		(2)(8)	June 17, 2032
100 Causeway Street	50.00	%	5.80	%	5.89	%	Term SOFR + 1.48%	333,579		(250)		333,329		166,664		(2)	September 5, 2025
7750 Wisconsin Avenue (Marriott International Headquarters)	50.00	%	5.49	%	5.54	%	N/A	252,000		(1,312)		250,688		125,344			February 27, 2035
Safeco Plaza	33.67	%	4.82	%	6.68	%	SOFR + 2.32%	250,000		(481)		249,519		84,013		(2)(9)	September 1, 2026
500 North Capitol Street, NW	30.00	%	6.83	%	7.16	%	N/A	105,000		(333)		104,667		31,325		(2)(10)	June 5, 2026
200 Fifth Avenue	26.69	%	4.34	%	5.60	%	Term SOFR + 1.41%	600,000		(6,136)		593,864		153,185		(2)(11)	November 24, 2028
3 Hudson Boulevard	25.00	%	11.93	%	11.93	%	Term SOFR + 7.61%	80,000		—		80,000		20,000		(2)(12)	August 7, 2024
Skymark - Reston Next Residential	20.00	%	6.32	%	6.64	%	SOFR + 2.00%	139,925		(501)		139,424		27,885		(2)(3)(13)	May 13, 2026
290 Coles Street	19.46	%	N/A		N/A		N/A	—		—		—		—		(2)(3)(14)	March 5, 2029
Total								$	3,226,619	$	(13,053)	$	3,213,566	$	1,385,545

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

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

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(3)The loan includes certain extension options, subject to certain conditions.

(4)The loan bears interest at a variable rate equal to Term SOFR plus 2.50% per annum. The joint venture entered into an interest rate cap agreement with a financial institution to limit its exposure to increases in Term SOFR rate to a cap of 5.00% per annum on a notional amount of $220.0 million through January 15, 2026.

(5)The loan bears interest at a variable rate equal to the greater of (1) the sum of (x) SOFR and (y) 2.41% or (2) 2.80% per annum.

(6)The loan bears interest at a variable rate equal to (1) the greater of (x) SOFR or (y) 0.25%, plus (2) 2.50% per annum.

(7)The joint venture entered into interest rate swap contracts with notional amounts aggregating $154.3 million through September 2, 2025, resulting in a fixed rate of approximately 7.35% per annum through the expiration of the interest rate swap contracts.

(8)The joint venture entered into interest rate swap contracts with notional amounts aggregating $185.0 million through April 10, 2032, resulting in a fixed rate of approximately 4.432% per annum through the expiration of the interest rate swap contracts.

(9)The loan bears interest at a variable rate equal to the greater of (x) 2.35% or (y) SOFR plus 2.32% per annum. The joint venture entered into an interest rate cap agreement with a financial institution to limit its exposure to increases in the SOFR rate at a cap of 2.50% per annum on a notional amount of $250.0 million through September 1, 2025.

(10)The indebtedness consists of (x) a $70.0 million mortgage loan payable (Note A) which bears interest at a fixed rate of 6.23% per annum, and (y) a $35.0 million mortgage loan payable (Note B) which bears interest at a fixed rate of 8.03% per annum. We provided $10.5 million of the Note B mortgage financing to the joint venture. Our portion of the loan is reflected as Related Party Note Receivables, Net on our Consolidated Balance Sheets.

(11)The joint venture entered into interest rate swap contracts with notional amounts aggregating $600.0 million through June 2028, resulting in a fixed rate of approximately 4.34% per annum through the expiration of the interest rate swap contracts. The deferred financing costs, net include the adjustment required to reflect the loan and interest rate swap at fair value upon acquisition.

(12)As of March 31, 2025, the loan was in a maturity default and had an outstanding balance, including accrued and unpaid interest and default interest, of approximately $123.0 million. The joint venture is negotiating a new third-party loan, however, there can be no assurance that the joint venture will enter into a new third-party loan on the terms and schedule currently contemplated or at all. We are the lender of the loan, and the loan and accrued interest are reflected as Related Party Note Receivables, Net and Tenant and Other Receivables, Net, respectively, on our Consolidated Balance Sheets.

(13)The construction financing has a borrowing capacity of $140.0 million.

(14)No amounts have been drawn under the $225.0 million construction loan. The loan will bear interest at a variable rate equal to Term SOFR plus 2.50% per annum.

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State and Local Tax Matters

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

Funds from Operations

Pursuant to the revised definition of Funds from Operations (“FFO”) adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”), we calculate FFO for each of BXP and BPLP by adjusting net income attributable to BXP, Inc. and net income attributable to Boston Properties Limited Partnership (computed in accordance with GAAP), respectively, for gains (or losses) from sales of properties, including a change in control, impairment losses on depreciable real estate consolidated on our balance sheet, impairment losses on our investments in unconsolidated joint ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated joint ventures and our share of real estate-related depreciation and amortization. FFO is a non-GAAP financial measure. We believe the presentation of FFO, combined with the presentation of required GAAP financial measures, improves the understanding of operating results of REITs among the investing public and helps make comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for understanding and comparing our operating results because, by excluding gains and losses related to sales or a change in control of previously depreciated operating real estate assets, impairment losses and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other companies.

Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current Nareit definition or that interpret the current Nareit definition differently. We believe that in order to facilitate a clear understanding of our operating results, FFO should be examined in conjunction with net income attributable to BXP, Inc. and net income attributable to Boston Properties Limited Partnership as presented in our Consolidated Financial Statements. FFO should not be considered as a substitute for net income attributable to BXP, Inc. or net income attributable to Boston Properties Limited Partnership (determined in accordance with GAAP) or any other GAAP financial measures and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP.

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BXP

The following table presents a reconciliation of net income attributable to BXP, Inc. to FFO attributable to BXP, Inc. for the three months ended March 31, 2025 and 2024:


	Three months ended March 31,
	2025			2024
	(in thousands)
Net income attributable to BXP, Inc.	$	61,177		$	79,883
Add:
Noncontrolling interest—common units of the Operating Partnership	6,979			9,500
Noncontrolling interests in property partnerships	18,749			17,221
Net income	86,905			106,604
Add:
Depreciation and amortization	220,107			218,716
Noncontrolling interests in property partnerships’ share of depreciation and amortization	(20,464)			(18,695)
BXP’s share of depreciation and amortization from unconsolidated joint ventures	17,327			20,223
Corporate-related depreciation and amortization	(716)			(419)
Non-real estate depreciation and amortization	2,130			2,130
Loss on sales-type lease	2,490			—
Impairment loss	—			13,615

Less:
Gain on sale / consolidation included within income (loss) from unconsolidated joint ventures	—			21,696



Unrealized gain (loss) on non-real estate investment	(483)			396
Noncontrolling interests in property partnerships	18,749			17,221
Funds from Operations (FFO) attributable to the Operating Partnership common unitholders (including BXP, Inc.)	289,513			302,861
Less:
Noncontrolling interest—common units of the Operating Partnership’s share of funds from operations	28,922			31,588
Funds from Operations attributable to BXP, Inc.	$	260,591		$	271,273
Our percentage share of Funds from Operations—basic	90.01		%	89.57		%
Weighted average shares outstanding—basic	158,202			156,983

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The following tables presents a reconciliation of net income attributable to BXP, Inc. to Diluted FFO attributable to BXP, Inc. for income (numerator) and shares/units (denominator) for the three months ended March 31, 2025 and 2024:


	Three months ended March 31,
	2025		2024
	(in thousands)
Net income attributable to BXP, Inc.	$	61,177	$	79,883
Add:
Noncontrolling interest—common units of the Operating Partnership	6,979		9,500
Noncontrolling interests in property partnerships	18,749		17,221
Net income	86,905		106,604
Add:
Depreciation and amortization	220,107		218,716
Noncontrolling interests in property partnerships’ share of depreciation and amortization	(20,464)		(18,695)
BXP’s share of depreciation and amortization from unconsolidated joint ventures	17,327		20,223
Corporate-related depreciation and amortization	(716)		(419)
Non-real estate depreciation and amortization	2,130		2,130
Loss on sales-type lease	2,490		—
Impairment loss	—		13,615

Less:
Gain on sale / consolidation included within income (loss) from unconsolidated joint ventures	—		21,696



Unrealized gain (loss) on non-real estate investment	(483)		396
Noncontrolling interests in property partnerships	18,749		17,221
Funds from Operations (FFO) attributable to the Operating Partnership common unitholders (including BXP, Inc.)	289,513		302,861
Effect of Dilutive Securities:
Stock based compensation	—		—
Diluted FFO	289,513		302,861
Less:
Noncontrolling interest—common units of the Operating Partnership’s share of diluted FFO	28,835		31,558
Diluted FFO attributable to BXP, Inc. (1)	$	260,678	$	271,303

(1)BXP’s share of diluted Funds from Operations was 90.04% and 89.58% for the three months ended March 31, 2025 and 2024, respectively.

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	Three months ended March 31,
	2025	2024
	shares/units (in thousands)

Basic Funds from Operations	175,752	175,255
Effect of Dilutive Securities:
Stock based compensation	430	149
Diluted Funds from Operations	176,182	175,404
Less:
Noncontrolling interest—common units of the Operating Partnership’s share of diluted Funds from Operations	17,550	18,272
Diluted Funds from Operations attributable to BXP, Inc. (1)	158,632	157,132

(1)BXP’s share of diluted Funds from Operations was 90.04% and 89.58% for the three months ended March 31, 2025 and 2024, respectively.

BPLP

The following table presents a reconciliation of net income attributable to Boston Properties Limited Partnership to FFO attributable to Boston Properties Limited Partnership for the three months ended March 31, 2025 and 2024:


	Three months ended March 31,
	2025		2024
	(in thousands)
Net income attributable to Boston Properties Limited Partnership	$	69,859	$	91,080
Add:
Noncontrolling interests in property partnerships	18,749		17,221
Net income	88,608		108,301
Add:
Depreciation and amortization	218,404		217,019
Noncontrolling interests in property partnerships’ share of depreciation and amortization	(20,464)		(18,695)
BXP’s share of depreciation and amortization from unconsolidated joint ventures	17,327		20,223
Corporate-related depreciation and amortization	(716)		(419)
Non-real estate depreciation and amortization	2,130		2,130
Loss on sales-type lease	2,490		—
Impairment loss	—		13,615

Less:
Gain on sale / consolidation included within income (loss) from unconsolidated joint ventures	—		21,696




Unrealized gain (loss) on non-real estate investment	(483)		396
Noncontrolling interests in property partnerships	18,749		17,221
Funds from Operations attributable to Boston Properties Limited Partnership (1)	$	289,513	$	302,861
Weighted average shares outstanding—basic	175,752		175,255

(1)Our calculation includes OP Units and vested LTIP Units (including vested 2012 OPP Units and vested 2013 - 2022 MYLTIP Units).

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The following tables presents a reconciliation of net income attributable to Boston Properties Limited Partnership to Diluted FFO attributable to Boston Properties Limited Partnership for income (numerator) and shares/units (denominator) for the three months ended March 31, 2025 and 2024:


	Three months ended March 31,
	2025		2024
	(in thousands)
Net income attributable to Boston Properties Limited Partnership	$	69,859	$	91,080
Add:
Noncontrolling interests in property partnerships	18,749		17,221
Net income	88,608		108,301
Add:
Depreciation and amortization	218,404		217,019
Noncontrolling interests in property partnerships’ share of depreciation and amortization	(20,464)		(18,695)
BXP’s share of depreciation and amortization from unconsolidated joint ventures	17,327		20,223
Corporate-related depreciation and amortization	(716)		(419)
Non-real estate depreciation and amortization	2,130		2,130
Loss on sales-type lease	2,490		—
Impairment loss	—		13,615

Less:
Gain on sale / consolidation included within income (loss) from unconsolidated joint ventures	—		21,696



Unrealized gain (loss) on non-real estate investment	(483)		396
Noncontrolling interests in property partnerships	18,749		17,221
Funds from Operations attributable to Boston Properties Limited Partnership (1)	289,513		302,861
Effect of Dilutive Securities:
Stock based compensation	—		—
Diluted Funds from Operations attributable to Boston Properties Limited Partnership	$	289,513	$	302,861

(1)Our calculation includes OP Units and vested LTIP Units (including vested 2012 OPP Units and vested 2013 - 2022 MYLTIP Units).


	Three months ended March 31,
	2025	2024
	shares/units (in thousands)
Basic Funds from Operations	175,752	175,255
Effect of Dilutive Securities:
Stock based compensation	430	149
Diluted Funds from Operations	176,182	175,404

Material Cash Commitments

We have various service contracts with vendors related to our property management. In addition, we have certain other contracts we enter into in the ordinary course of business that may extend beyond one year. These contracts include terms that provide for cancellation with insignificant or no cancellation penalties. Contract terms are generally between three and five years.

During the three months ended March 31, 2025, we paid approximately $77.7 million to fund tenant-related obligations, including tenant improvements and leasing commissions.

In addition, during the three months ended March 31, 2025, we and our unconsolidated joint venture partners incurred approximately $130.7 million of new tenant-related obligations associated with approximately 954,900

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square feet of second generation leases, or approximately $137 per square foot. During the three months ended March 31, 2025, we signed approximately 163,600 square feet of first generation leases. The tenant-related obligations for the development properties are included within the projects’ “Estimated Total Investment” referred to in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” In aggregate, during the three months ended March 31, 2025, we signed leases for approximately 1.1 million square feet of space and incurred aggregate tenant-related obligations of approximately $156.7 million, or approximately $140 per square foot.

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