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bxp-20231101

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 1, 2023

BOSTON PROPERTIES, INC.

BOSTON PROPERTIES LIMITED PARTNERSHIP

(Exact Name of Registrants As Specified in its Charter)


Boston Properties, Inc.	Delaware	1-13087	04-2473675
	(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Boston Properties Limited Partnership	Delaware	0-50209	04-3372948
	(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800 Boylston Street, Suite 1900, Boston, Massachusetts 02199

(Address of Principal Executive Offices) (Zip Code)

(617) 236-3300

(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Boston Properties, Inc.

Common Stock, par value $0.01 per share

BXP

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Boston Properties, Inc.:

Emerging growth company ☐

Boston Properties Limited Partnership:

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Boston Properties, Inc. ☐ Boston Properties Limited Partnership ☐

Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02 - “Results of Operations and Financial Condition” is being furnished. Such information, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

On November 1, 2023, Boston Properties, Inc. (the “Company”), the general partner of Boston Properties Limited Partnership, issued a press release announcing its financial results for the third quarter of 2023. That press release referred to certain supplemental information that is available on the Company’s website. The text of the supplemental information and the press release are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
*99.1						Boston Properties, Inc. Supplemental Operating and Financial Data for the quarter ended September 30, 2023.
*99.2						Press release dated November 1, 2023.
*101.SCH						Inline XBRL Taxonomy Extension Schema Document.
*101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
*101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
*104						Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*).

______________

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.


						BOSTON PROPERTIES, INC.

			By:			/s/ MICHAEL E. LABELLE
						Michael E. LaBelle
						Executive Vice President, Chief Financial Officer
						and Treasurer



						BOSTON PROPERTIES LIMITED PARTNERSHIP
						By: Boston Properties, Inc., its General Partner

			By:			/s/ MICHAEL E. LABELLE
						Michael E. LaBelle
						Executive Vice President, Chief Financial Officer
						and Treasurer

Date: November 1, 2023

Document

Exhibit 99.1

https://cdn.kscope.io/2af134047340d60d22d2f7673a958530-a751gatewaya.jpg

https://cdn.kscope.io/2af134047340d60d22d2f7673a958530-bxp-color.gif

Supplemental Operating and Financial Data

for the Quarter Ended September 30, 2023

THE COMPANY

Boston Properties, Inc. (NYSE: BXP) (“BXP” or the “Company”) is the largest publicly traded developer, owner, and manager of premier workplaces in the United States, concentrated in six dynamic gateway markets - Boston, Los Angeles, New York, San Francisco, Seattle, and Washington, DC. BXP has delivered places that power progress for our clients and communities for more than 50 years. BXP is a fully integrated real estate company, organized as a real estate investment trust (REIT). Including properties owned by joint ventures, BXP’s portfolio totals 53.5 million square feet and 190 properties, including 11 properties under construction/redevelopment. BXP’s properties include 169 office properties, 14 retail properties (including two retail properties under construction/redevelopment), six residential properties (including one residential property under construction) and one hotel. BXP is well-known for its in-house building management expertise and responsiveness to clients’ needs. BXP holds a superior track record of developing premium Central Business District (CBD) office buildings, successful mixed-use complexes, suburban office centers and build-to-suit projects for a diverse array of creditworthy clients. BXP actively works to promote its growth and operations in a sustainable and responsible manner. BXP has earned a twelfth consecutive GRESB “Green Star” recognition and the highest GRESB 5-star Rating. BXP, an S&P 500 company, was founded in 1970 by Mortimer B. Zuckerman and Edward H. Linde and became a public company in 1997.

FORWARD-LOOKING STATEMENTS

This Supplemental package contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements by our use of the words “anticipates,” “believes,” “budgeted,” “could,” “estimates,” “expects,” “guidance,” “intends,” “may,” “might,” “plans,” “projects,” “should,” “will,” and similar expressions that do not relate to historical matters. These statements are based on our current plans, expectations, projections and assumptions about future events. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond BXP’s control. If our underlying assumptions prove inaccurate, or known or unknown risks or uncertainties materialize, actual results could differ materially from those expressed or implied by the forward-looking statements. These factors include, without limitation, the risks and uncertainties related to the impact of changes in general economic and capital market conditions, including continued inflation, increasing interest rates, supply chain disruptions, labor market disruptions, dislocation and volatility in capital markets, potential longer-term changes in consumer and client behavior resulting from the severity and duration of any downturn in the U.S. or global economy, general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases on favorable terms, changes in client preferences and space utilization, dependence on clients’ financial condition, and competition from other developers, owners and operators of real estate), the impact of geopolitical conflicts, the immediate and long-term impact of the outbreak of a highly infectious or contagious disease on our and our clients’ financial condition, results of operations and cash flows (including the impact of actions taken to contain the outbreak or mitigate its impact, the direct and indirect economic effects of the outbreak and containment measures on our clients, and the ability of our clients to successfully operate their businesses), the uncertainties of investing in new markets, the costs and availability of financing, the effectiveness of our interest rate hedging contracts, the ability of our joint venture partners to satisfy their obligations, the effects of local, national and international economic and market conditions, the effects of acquisitions, dispositions and possible impairment charges on our operating results, the impact of newly adopted accounting principles on the Company’s accounting policies and on period-to-period comparisons of financial results, the uncertainties of costs to comply with regulatory changes (including potential costs to comply with the Securities and Exchange Commission’s proposed rules to standardize climate-related disclosures) and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of issuance of this report and are not guarantees of future results, performance or achievements. BXP does not undertake a duty to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as otherwise required by law.

NON-GAAP FINANCIAL MEASURES

This Supplemental package includes non-GAAP financial measures, which are accompanied by what the Company considers the most directly comparable financial measures calculated and presented in accordance with GAAP. Quantitative reconciliations of the differences between the most directly comparable GAAP financial measures and the non-GAAP financial measures presented are provided within this Supplemental package. Definitions of these non-GAAP financial measures and statements of the reasons why management believes the non-GAAP measures provide useful information to investors about the Company’s financial condition and results of operations, and, if applicable, the other purposes for which management uses the measures, can be found in the Definitions section of this Supplemental starting on page 55.

The Company also presents “BXP’s Share” of certain of these measures, which are non-GAAP financial measures that are calculated as the consolidated amount calculated in accordance with GAAP, plus the Company’s share of the amount from the Company’s unconsolidated joint ventures (calculated based upon the Company’s percentage ownership interest and, in some cases, after priority allocations), minus the Company’s partners’ share of the amount from the Company’s consolidated joint ventures (calculated based upon the partners’ percentage ownership interests and, in some cases, after income allocation to private REIT shareholders and their share of fees due to the Company). Management believes that presenting “BXP’s Share” of these measures provides useful information to investors regarding the Company’s financial condition and/or results of operations because the Company has several significant joint ventures and, in some cases, the Company exercises significant influence over, but does not control, the joint venture, in which case GAAP requires that the Company account for the joint venture entity using the equity method of accounting and the Company does not consolidate it for financial reporting purposes. In other cases, GAAP requires that the Company consolidate the venture even though the Company’s partner(s) owns a significant percentage interest. As a result, management believes that presenting BXP’s Share of various financial measures in this manner can help investors better understand the Company’s financial condition and/or results of operations after taking into account its true economic interest in these joint ventures. The Company cautions investors that the ownership percentages used in calculating “BXP’s Share” of these measures 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 routine and major decisions), distributions, transferability of interests, financings and guarantees, liquidations and other matters. As a result, presentations of “BXP’s Share” of a financial measure should not be considered a substitute for, and should only be considered together with and as a supplement to, the Company’s financial information presented in accordance with GAAP. Unless noted otherwise, reconciliations of “BXP’s Share” of these financial measures can be found in the Reconciliations section of this Supplemental package starting on page 59.

GENERAL INFORMATION


Corporate Headquarters	Trading Symbol	Investor Relations	Inquiries
800 Boylston Street	BXP	BXP	Inquiries should be directed to
Suite 1900		800 Boylston Street, Suite 1900	Helen Han
Boston, MA 02199	Stock Exchange Listing	Boston, MA 02199	Vice President, Investor Relations
www.bxp.com	New York Stock Exchange	investors.bxp.com	at 617.236.3429 or
(t) 617.236.3300		investorrelations@bxp.com	hhan@bxp.com
		(t) 617.236.3429
			Michael E. LaBelle
			Executive Vice President, Chief Financial Officer
			at 617.236.3352 or
			mlabelle@bxp.com

(Cover photo: 751 Gateway, South San Francisco, CA)


			Q3 2023
			Table of contents


			Page
OVERVIEW
Company Profile			1
Guidance and assumptions			2

FINANCIAL INFORMATION
Financial Highlights			3
Consolidated Balance Sheets			5
Consolidated Income Statements			6
Funds From Operations (FFO)			7
Funds Available for Distribution (FAD)			8
Net Operating Income (NOI)			9
Same Property Net Operating Income (NOI) by Reportable Segment			11
Capital Expenditures, Tenant Improvement Costs and Leasing Commissions			12
Acquisitions and Dispositions			13

DEVELOPMENT ACTIVITY
Construction in Progress			14
Land Parcels and Purchase Options			16

LEASING ACTIVITY
Leasing Activity			17

PROPERTY STATISTICS
Portfolio Overview			18
Residential and Hotel Performance			19
In-Service Property Listing			21
Top 20 Clients Listing and Portfolio Client Diversification			25
Occupancy by Location			26

DEBT AND CAPITALIZATION
Capital Structure			27
Debt Analysis			28
Senior Unsecured Debt Covenant Compliance Ratios			29
Net Debt to EBITDAre			30
Debt Ratios			31

JOINT VENTURES
Consolidated Joint Ventures			32
Unconsolidated Joint Ventures			34

LEASE EXPIRATION ROLL-OUT
Total In-Service Properties			37
Boston			38
Los Angeles			40
New York			42
San Francisco			44
Seattle			46
Washington, DC			48
CBD			50
Suburban			52

RESEARCH COVERAGE, DEFINITIONS AND RECONCILIATIONS
Research Coverage			54
Definitions			55
Reconciliations			59
Consolidated Income Statement - Prior Year			67


			Q3 2023
			Company profile

SNAPSHOT

(as of September 30, 2023)


Fiscal Year-End			December 31
Total Properties (includes unconsolidated joint ventures and properties under development/redevelopment)			190
Total Square Feet (includes unconsolidated joint ventures and properties under development/redevelopment)			53.5 million
Common shares outstanding, plus common units and LTIP units (other than unearned Multi-Year Long-Term Incentive Program (MYLTIP) Units) on an as-converted basis 1, 2			175.5 million
Closing Price, at the end of the quarter			$59.48 per share
Dividend - Quarter/Annualized			$0.98/$3.92 per share
Dividend Yield			6.6%
Consolidated Market Capitalization 2			$25.4 billion
BXP’s Share of Market Capitalization 2, 3			$25.6 billion
Unsecured Senior Debt Ratings			BBB+ (S&P); Baa1 (Moody’s)

STRATEGY

BXP’s primary business objective is to maximize return on investment in an effort to provide its investors with the greatest possible total return in all points of the economic cycle. To achieve this objective, the key tenets of our business strategy are to:

•continue to embrace our leadership position in the premier workplace segment and leverage our strength in portfolio quality, client relationships, development skills, market penetration, and sustainability to profitably build market share;

•maintain a keen focus on select dynamic gateway markets that exhibit the strongest economic growth and investment characteristics over time - currently Boston, Los Angeles, New York, San Francisco, Seattle, and Washington, DC;

•invest in the highest quality buildings (primarily premier workplaces) with unique amenities and desirable locations that are able to maintain high occupancy rates and achieve premium rental rates through economic cycles;

•maintain scale and a full-service real estate capability (leasing, development, construction, marketing, legal, and property management) in our markets to ensure we (1) see all relevant investment deal flow, (2) maintain an ability to execute on all types of real estate opportunities, such as acquisitions, dispositions, repositioning and development, throughout the real estate investment cycle, (3) provide superior service to our clients and (4) develop and manage our assets in the most sustainable manner possible;

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

•maintain a leadership position in sustainability innovation to minimize emissions from BXP’s development and in-service portfolio, as well as to provide clients sustainable solutions for their space use needs;

•ensure a strong balance sheet to maintain consistent access to capital and the ability to make new investments at opportune times; and

•foster a culture and reputation of integrity, excellence and purposefulness, making us the employer of choice for talented real estate professionals, the landlord and developer of choice for our clients, as well as the counterparty of choice for real estate industry participants.

MANAGEMENT

Board of Directors

Owen D. Thomas

Chairman of the Board

Owen D. Thomas

Chief Executive Officer

Douglas T. Linde

President

Joel I. Klein

Lead Independent Director

Raymond A. Ritchey

Senior Executive Vice President

Michael E. LaBelle

Executive Vice President, Chief Financial Officer and Treasurer

Kelly A. Ayotte

Donna D. Garesche

Executive Vice President, Chief Human Resources Officer

Bruce W. Duncan

Chair of Compensation Committee

Bryan J. Koop

Executive Vice President, Boston Region

Carol B. Einiger

Robert E. Pester

Executive Vice President, San Francisco Region

Diane J. Hoskins

Chair of Sustainability Committee

Hilary Spann

Executive Vice President, New York Region

Mary E. Kipp

Chair of Audit Committee

Peter V. Otteni

Executive Vice President, Co-Head of the Washington, DC

Matthew J. Lustig

Chair of Nominating & Corporate

Region

Governance Committee

John J. Stroman

Executive Vice President, Co-Head of the Washington, DC

William H. Walton, III

Region

Derek A. (Tony) West

Rodney C. Diehl

Senior Vice President, Co-Head of the West Coast Regions

Eric G. Kevorkian

Senior Vice President, Chief Legal Officer and Secretary

Michael R. Walsh

Senior Vice President, Chief Accounting Officer

James J. Whalen

Senior Vice President, Chief Information & Technology Officer

___________________

1Common units and LTIP units are units of limited partnership interest in Boston Properties Limited Partnership, the entity through which the Company conducts substantially all of its business.

2For additional detail, see page 27.

3For the Company’s definitions and related disclosures, see the Definitions and Reconciliations sections of this Supplemental package starting on page 55.


			Q3 2023
			Guidance and assumptions

GUIDANCE

BXP’s guidance for the full year 2023 for diluted earnings per common share attributable to Boston Properties, Inc. (EPS) and diluted funds from operations (FFO) per common share attributable to Boston Properties, Inc. is set forth and reconciled below. Except as described below, the estimates reflect management’s view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels, interest rates, the timing of the lease-up of available space, the timing of development cost outlays and development deliveries, and the earnings impact of the events referenced in the Company’s earnings release issued on November 1, 2023 and those referenced during the related conference call. The estimates do not include (1) possible future gains or losses or the impact on operating results from other possible future property acquisitions or dispositions, (2) the impacts of any other capital markets activity, (3) future write-offs or reinstatements of accounts receivable and accrued rent balances, or (4) future impairment charges. EPS estimates may be subject to fluctuations as a result of several factors, including changes in the recognition of depreciation and amortization expense, impairment losses on depreciable real estate, and any gains or losses associated with disposition activity. BXP is not able to assess at this time the potential impact of these factors on projected EPS. By definition, FFO does not include real estate-related depreciation and amortization, impairment losses on depreciable real estate, or gains or losses associated with disposition activities. For a complete definition of FFO and statements of the reasons why management believes it provides useful information to investors, see page 57. There can be no assurance that BXP’s actual results will not differ materially from the estimates set forth below.


			Full Year 2023
			Low		High
Projected EPS (diluted)			$	1.05	$	1.07
	Add:
		Projected Company share of real estate depreciation and amortization	4.85		4.85
		Projected Company share of (gains)/losses on sales of real estate, gain on investment from unconsolidated joint venture and impairments	1.35		1.35
Projected FFO per share (diluted)			$	7.25	$	7.27

ASSUMPTIONS

(dollars in thousands)


		Full Year 2023
		Low			High
Operating property activity:
	Average In-service portfolio occupancy	88.00		%	89.00		%
	Increase in BXP’s Share of Same Property net operating income (excluding termination income)	—		%	0.50		%
	Increase in BXP’s Share of Same Property net operating income - cash (excluding termination income)	1.50		%	2.50		%
	BXP’s Share of Non Same Properties’ incremental contribution to net operating income over prior year (excluding asset sales)	$	100,000		$	105,000
	BXP’s Share of incremental net operating income related to asset sales over prior year	$	(30,000)		$	(28,000)
	BXP’s Share of straight-line rent and fair value lease revenue (non-cash revenue)	$	115,000		$	125,000
	Termination income	$	9,000		$	11,000

Other revenue (expense):
	Development, management services and other revenue	$	36,000		$	38,000
	General and administrative expense 1	$	(164,000)		$	(157,000)
	Consolidated net interest expense 2	$	(520,000)		$	(510,000)

Noncontrolling interest:
	Noncontrolling interest in property partnerships’ share of FFO	$	(154,000)		$	(151,000)

_______________

1 Excludes estimated changes in the market value of the Company’s deferred compensation plan and gains (losses) from investments in securities.

2 Excludes $(97M) - $(94M) for full year 2023 of BXP’s share of projected interest expense from unconsolidated joint ventures.


			Q3 2023
			Financial highlights

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


	Three Months Ended
	30-Sep-23			30-Jun-23
Net income (loss) attributable to Boston Properties, Inc.	$	(111,826)		$	104,299
Net income (loss) attributable to Boston Properties, Inc. per share - diluted	$	(0.71)		$	0.66
FFO attributable to Boston Properties, Inc. 1	$	292,822		$	292,844
Diluted FFO per share 1	$	1.86		$	1.86
Dividends per common share	$	0.98		$	0.98
Funds available for distribution to common shareholders and common unitholders (FAD) 2	$	210,044		$	248,588

Selected items:
Revenue	$	824,283		$	817,153
Recoveries from clients	$	134,599		$	129,528
Service income from clients	$	2,870		$	2,846
BXP’s Share of revenue 3	$	808,803		$	805,187
BXP’s Share of straight-line rent 3	$	16,647		$	24,927
BXP’s Share of fair value lease revenue 3, 4	$	3,907		$	6,776
BXP’s Share of termination income 3	$	2,935		$	3,225

Ground rent expense	$	3,589		$	3,441
Capitalized interest	$	9,676		$	10,564
Capitalized wages	$	4,416		$	4,580
Loss from unconsolidated joint ventures 5	$	(247,556)		$	(6,668)
BXP’s share of FFO from unconsolidated joint ventures 6	$	14,957		$	19,088
Net income attributable to noncontrolling interests in property partnerships	$	20,909		$	19,768
FFO attributable to noncontrolling interests in property partnerships 7	$	39,083		$	37,626

Balance Sheet items:
Above-market rents (included within Prepaid Expenses and Other Assets)	$	3,196		$	3,516
Below-market rents (included within Other Liabilities)	$	38,049		$	42,516
Accrued rental income liability (included within Other Liabilities)	$	107,462		$	123,212

Ratios:
Interest Coverage Ratio (excluding capitalized interest) 8	3.00			3.18
Interest Coverage Ratio (including capitalized interest) 8	2.79			2.93
Fixed Charge Coverage Ratio 8	2.53			2.54
BXP’s Share of Net Debt to BXP’s Share of EBITDAre (Annualized) 9	7.28			7.31
Change in BXP’s Share of Same Store Net Operating Income (NOI) (excluding termination income) 10	(0.3)		%	0.0		%
Change in BXP’s Share of Same Store NOI (excluding termination income) - cash 10	1.7		%	2.2		%
FAD Payout Ratio 2	81.94		%	69.23		%
Operating Margins [(rental revenue - rental expense)/rental revenue]	62.4		%	63.1		%
Occupancy % of In-Service Properties 11	88.8		%	88.3		%
Leased % of In-Service Properties 12	90.4		%	90.4		%

Capitalization:
Consolidated Debt	$	14,961,715		$	15,456,205
BXP’s Share of Debt 13	$	15,120,033		$	15,706,496
Consolidated Market Capitalization	$	25,401,704		$	25,563,883
Consolidated Debt/Consolidated Market Capitalization	58.90		%	60.46		%
BXP’s Share of Market Capitalization 13	$	25,560,022		$	25,814,174
BXP’s Share of Debt/BXP’s Share of Market Capitalization 13	59.16		%	60.84		%

_____________

1For a quantitative reconciliation of FFO attributable to Boston Properties, Inc. and Diluted FFO per share, see page 7.

2For a quantitative reconciliation of FAD, see page 8. FAD Payout Ratio equals distributions to common shareholders and unitholders (excluding any special distributions) divided by FAD.

3See the Definitions and Reconciliations sections of this Supplemental package starting on page 55.

4Represents the net adjustment for above- and below-market leases that are amortized over the terms of the respective leases in place at the property acquisition dates.

5For the three months ended September 30, 2023, includes an impairment charge totaling approximately $272.6 million related to the Company’s investment in four unconsolidated joint ventures, partially offset by a gain of approximately $35.8 million related to the Company’s investment in Metropolitan Square, see page 34.

6For a quantitative reconciliation for the three months ended September 30, 2023, see page 36.

7For a quantitative reconciliation for the three months ended September 30, 2023, see page 33.

8For a quantitative reconciliation for the three months ended September 30, 2023 and June 30, 2023, see page 31.


			Q3 2023
			Financial highlights (continued)

9For a quantitative reconciliation for the three months ended September 30, 2023 and June 30, 2023, see page 30.

10For a quantitative reconciliation for the three months ended September 30, 2023 and June 30, 2023, see pages 11, 65 and 66.

11Represents signed leases for which revenue recognition has commenced in accordance with GAAP. Excludes hotel and residential properties.

12Represents signed leases for which revenue recognition has commenced in accordance with GAAP and signed leases for vacant space with future commencement dates. Excludes hotel and residential properties.

13For a quantitative reconciliation for September 30, 2023, see page 27.


			Q3 2023
			Consolidated Balance Sheets

(unaudited and in thousands)


	30-Sep-23		30-Jun-23
ASSETS
Real estate	$	24,809,369	$	24,642,681
Construction in progress	551,330		482,850
Land held for future development	670,691		637,191
Right of use assets - finance leases	237,532		237,526
Right of use assets - operating leases 1	322,790		166,421
Less accumulated depreciation	(6,723,616)		(6,568,568)
Total real estate	19,868,096		19,598,101
Cash and cash equivalents	882,647		1,581,575
Cash held in escrows	47,741		46,915
Investments in securities	32,809		33,481
Tenant and other receivables, net	123,138		91,968
Related party note receivable, net	88,807		88,834
Sales-type lease receivable, net	13,475		13,250
Accrued rental income, net	1,331,796		1,318,320
Deferred charges, net	692,386		710,820
Prepaid expenses and other assets	121,431		77,457
Investments in unconsolidated joint ventures	1,536,822		1,780,959
Total assets	$	24,739,148	$	25,341,680

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net	$	3,275,974	$	3,274,764
Unsecured senior notes, net	10,488,568		10,985,395
Unsecured line of credit	—		—
Unsecured term loan, net	1,197,173		1,196,046
Lease liabilities - finance leases	253,178		251,874
Lease liabilities - operating leases 1	341,299		204,826
Accounts payable and accrued expenses	462,240		434,574
Dividends and distributions payable	171,916		171,465
Accrued interest payable	128,422		111,088
Other liabilities	380,014		418,813
Total liabilities	16,698,784		17,048,845

Commitments and contingencies	—		—
Redeemable deferred stock units	6,788		6,292

Equity:
Stockholders’ equity attributable to Boston Properties, Inc.:
Excess stock, $0.01 par value, 150,000,000 shares authorized, none issued or outstanding	—		—
Common stock, $0.01 par value, 250,000,000 shares authorized, 157,018,080 and 156,932,300 issued and 156,939,180 and 156,853,400 outstanding at September 30, 2023 and June 30, 2023, respectively	1,569		1,569
Additional paid-in capital	6,568,645		6,561,161
Dividends in excess of earnings	(782,275)		(516,550)
Treasury common stock at cost, 78,900 shares at September 30, 2023 and June 30, 2023	(2,722)		(2,722)
Accumulated other comprehensive income (loss)	2,866		(3,406)
Total stockholders’ equity attributable to Boston Properties, Inc.	5,788,083		6,040,052

Noncontrolling interests:
Common units of the Operating Partnership	656,587		689,123
Property partnerships	1,588,906		1,557,368
Total equity	8,033,576		8,286,543
Total liabilities and equity	$	24,739,148	$	25,341,680

_____________

1On August 1, 2023, the Company recorded approximately $160.1 million and $134.5 million of Right of Use Assets – Operating Leases and Lease Liabilities – Operating Leases, respectively, related to the 99-year ground lease in New York City with the Metropolitan Square Transportation Authority. For additional details, see page 16.


			Q3 2023
			Consolidated Income Statements

(unaudited and in thousands, except per share amounts)


	Three Months Ended
	30-Sep-23		30-Jun-23
Revenue
Lease	$	767,181	$	761,733
Parking and other	29,649		26,054
Insurance proceeds	779		930
Hotel revenue	13,484		13,969
Development and management services	9,284		9,858
Direct reimbursements of payroll and related costs from management services contracts	3,906		4,609
Total revenue	824,283		817,153
Expenses
Operating	159,923		150,735
Real estate taxes	140,368		137,566
Demolition costs	(619)		738
Restoration expenses related to insurance claims	520		1,997
Hotel operating	9,020		8,161
General and administrative 1	31,410		44,175
Payroll and related costs from management services contracts	3,906		4,609
Transaction costs	751		308
Depreciation and amortization	207,435		202,577
Total expenses	552,714		550,866
Other income (expense)
Loss from unconsolidated joint ventures 2	(247,556)		(6,668)
Gains on sales of real estate	517		—

Gains (losses) from investments in securities 1	(925)		1,571
Unrealized gain (loss) on non-real estate investment	(51)		124
Interest and other income (loss)	20,715		17,343

Interest expense	(147,812)		(142,473)
Net income (loss)	(103,543)		136,184
Net (income) loss attributable to noncontrolling interests
Noncontrolling interest in property partnerships	(20,909)		(19,768)
Noncontrolling interest - common units of the Operating Partnership 3	12,626		(12,117)
Net income (loss) attributable to Boston Properties, Inc.	$	(111,826)	$	104,299


INCOME PER SHARE OF COMMON STOCK (EPS)

Net income (loss) attributable to Boston Properties, Inc. per share - basic	$	(0.71)	$	0.67
Net income (loss) attributable to Boston Properties, Inc. per share - diluted	$	(0.71)	$	0.66

_____________

1Includes $(0.9) million and $1.6 million for the three months ended September 30, 2023 and June 30, 2023, respectively, related to the Company’s deferred compensation plan.

2For the three months ended September 30, 2023, includes an impairment charge totaling approximately $272.6 million related to the Company’s investment in four unconsolidated joint ventures, partially offset by a gain of approximately $35.8 million related to the Company’s investment in Metropolitan Square, see page 34.

3For additional detail, see page 7.


			Q3 2023
			Funds from operations (FFO) 1

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


	Three Months Ended
	30-Sep-23			30-Jun-23
Net income (loss) attributable to Boston Properties, Inc.	$	(111,826)		$	104,299
Add:
Noncontrolling interest - common units of the Operating Partnership	(12,626)			12,117
Noncontrolling interests in property partnerships	20,909			19,768
Net income (loss)	(103,543)			136,184
Add:
Depreciation and amortization expense	207,435			202,577
Noncontrolling interests in property partnerships' share of depreciation and amortization 2	(18,174)			(17,858)
BXP's share of depreciation and amortization from unconsolidated joint ventures 3	25,666			25,756
Corporate-related depreciation and amortization	(446)			(442)
Impairment losses included within loss from unconsolidated joint ventures 4	272,603			—
Less:
Gains on sales of real estate	517			—

Gain on investment included within loss from unconsolidated joint ventures 4	35,756			—
Unrealized gain (loss) on non-real estate investment	(51)			124
Noncontrolling interests in property partnerships	20,909			19,768
FFO attributable to the Operating Partnership (including Boston Properties, Inc.) (Basic FFO)	326,410			326,325
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of FFO	33,588			33,481
FFO attributable to Boston Properties, Inc.	$	292,822		$	292,844

Boston Properties, Inc.’s percentage share of Basic FFO	89.71		%	89.74		%
Noncontrolling interest’s - common unitholders percentage share of Basic FFO	10.29		%	10.26		%
Basic FFO per share	$	1.87		$	1.87
Weighted average shares outstanding - basic	156,880			156,826
Diluted FFO per share	$	1.86		$	1.86
Weighted average shares outstanding - diluted	157,269			157,218

RECONCILIATION TO DILUTED FFO


	Three Months Ended
	30-Sep-23		30-Jun-23
Basic FFO	$	326,410	$	326,325
Add:
Effect of dilutive securities - stock-based compensation	—		—
Diluted FFO	326,410		326,325
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of diluted FFO	33,522		33,383
Boston Properties, Inc.’s share of Diluted FFO	$	292,888	$	292,942

RECONCILIATION OF SHARES/UNITS FOR DILUTED FFO


	Three Months Ended
	30-Sep-23		30-Jun-23
Shares/units for Basic FFO	174,882		174,748
Add:
Effect of dilutive securities - stock-based compensation (shares/units)	389		392
Shares/units for Diluted FFO	175,271		175,140
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of Diluted FFO (shares/units)	18,002		17,922
Boston Properties, Inc.’s share of shares/units for Diluted FFO	157,269		157,218

Boston Properties, Inc.’s percentage share of Diluted FFO	89.73	%	89.77	%

_____________

1See the Definitions and Reconciliations sections of this Supplemental package starting on page 55.

2For a quantitative reconciliation for the three months ended September 30, 2023, see page 33.

3For a quantitative reconciliation for the three months ended September 30, 2023, see page 36.

4For additional information for the three months ended September 30, 2023, see page 34.


			Q3 2023
			Funds available for distributions (FAD) 1

(dollars in thousands)


	Three Months Ended
	30-Sep-23			30-Jun-23
Net income (loss) attributable to Boston Properties, Inc.	$	(111,826)		$	104,299
Add:
Noncontrolling interest - common units of the Operating Partnership	(12,626)			12,117
Noncontrolling interests in property partnerships	20,909			19,768
Net income (loss)	(103,543)			136,184
Add:
Depreciation and amortization expense	207,435			202,577
Noncontrolling interests in property partnerships’ share of depreciation and amortization 2	(18,174)			(17,858)
BXP’s share of depreciation and amortization from unconsolidated joint ventures 3	25,666			25,756
Corporate-related depreciation and amortization	(446)			(442)
Impairment losses included within loss from unconsolidated joint ventures 4	272,603			—
Less:
Gains on sales of real estate	517			—

Gain on investment included within loss from unconsolidated joint ventures 4	35,756			—
Unrealized gain (loss) on non-real estate investment	(51)			124
Noncontrolling interests in property partnerships	20,909			19,768
Basic FFO	326,410			326,325
Add:
BXP’s Share of lease transaction costs that qualify as rent inducements 1, 5	(5,963)			3,231
BXP’s Share of hedge amortization, net of costs 1	(473)			1,750
BXP’s share of fair value interest adjustment 1	499			499
BXP’s Share of straight-line ground rent expense adjustment 1, 6	854			811
Stock-based compensation	4,843			14,935
Non-real estate depreciation	446			442
Unearned portion of capitalized fees from consolidated joint ventures 7	1,283			957

Less:
BXP’s Share of straight-line rent 1	16,647			24,927
BXP’s Share of fair value lease revenue 1, 8	3,907			6,776

BXP’s Share of 2nd generation tenant improvements and leasing commissions 1	79,932			43,992
BXP’s Share of maintenance capital expenditures 1, 9	16,995			24,132
Amortization and accretion related to sales type lease	233			229
Hotel improvements, equipment upgrades and replacements	141			306
Funds available for distribution to common shareholders and common unitholders (FAD) (A)	$	210,044		$	248,588

Distributions to common shareholders and unitholders (excluding any special distributions) (B)	$	172,101		$	172,092

FAD Payout Ratio1 (B÷A)	81.94		%	69.23		%

_____________

1See the Definitions and Reconciliations sections of this Supplemental package starting on page 55.

2For a quantitative reconciliation for the three months ended September 30, 2023, see page 33.

3For a quantitative reconciliation for the three months ended September 30, 2023, see page 36.

4 For additional information for the three months ended September 30, 2023, see page 34.

5Consists of lease transaction costs that qualify as rent inducements in accordance with GAAP. Lease transaction costs are generally included in 2nd generation tenant improvements and leasing commissions in the period the lease commences.

6Includes the straight-line impact of the Company’s 99-year ground and air rights lease related to the Company’s 100 Clarendon Street garage and Back Bay Transit Station. The Company has allocated contractual ground lease payments aggregating approximately $34.4 million, which it expects to incur by the end of 2025 with no payments thereafter. The Company is recognizing this expense on a straight-line basis over the 99-year term of the ground and air rights lease, see page 3.

7See page 61 for additional information.

8Represents the net adjustment for above- and below-market leases that are amortized over the terms of the respective leases in place at the property acquisition dates.

9Maintenance capital expenditures do not include capital expenditures that are planned at the time of acquisition or capital expenditures incurred in connection with repositioning activities.


			Q3 2023
			Reconciliation of net income (loss) attributable to Boston Properties, Inc. to BXP’s Share of same property net operating income (NOI)

(in thousands)


	Three Months Ended
	30-Sep-23		30-Sep-22
Net income (loss) attributable to Boston Properties, Inc.	$	(111,826)	$	360,977
Net (income) loss attributable to noncontrolling interests
Noncontrolling interest - common units of the Operating Partnership	(12,626)		40,883
Noncontrolling interest in property partnerships	20,909		18,801
Net income (loss)	(103,543)		420,661
Add:
Interest expense	147,812		111,846

Losses from investments in securities	925		1,571
Loss from unconsolidated joint ventures	247,556		3,524

Depreciation and amortization expense	207,435		190,675
Transaction costs	751		1,650
Payroll and related costs from management services contracts	3,906		3,900
General and administrative expense	31,410		32,519
Less:
Interest and other income (loss)	20,715		3,728
Unrealized loss on non-real estate investment	(51)		—



Gains on sales of real estate	517		262,345
Direct reimbursements of payroll and related costs from management services contracts	3,906		3,900
Development and management services revenue	9,284		7,465
Net Operating Income (NOI)	501,881		488,908
Add:
BXP’s share of NOI from unconsolidated joint ventures 1	39,165		35,316
Less:
Partners’ share of NOI from consolidated joint ventures (after income allocation to private REIT shareholders) 2	50,047		48,306
BXP’s Share of NOI	490,999		475,918
Less:
Termination income	2,564		1,980
BXP’s share of termination income from unconsolidated joint ventures 1	500		500
Add:
Partners’ share of termination income from consolidated joint ventures 2	129		57
BXP’s Share of NOI (excluding termination income)	$	488,064	$	473,495

Net Operating Income (NOI)	$	501,881	$	488,908
Less:
Termination income	2,564		1,980
NOI from non Same Properties (excluding termination income) 3	26,144		14,621
Same Property NOI (excluding termination income)	473,173		472,307
Less:
Partners’ share of NOI from consolidated joint ventures (excluding termination income and after income allocation to private REIT shareholders) 2	49,918		48,249
Add:
Partners’ share of NOI from non Same Properties from consolidated joint ventures (excluding termination income and after income allocation to private REIT shareholders) 3	—		—
BXP’s share of NOI from unconsolidated joint ventures (excluding termination income) 1	38,665		34,816
Less:
BXP’s share of NOI from non Same Properties from unconsolidated joint ventures (excluding termination income) 3	5,094		796
BXP’s Share of Same Property NOI (excluding termination income)	$	456,826	$	458,078

_____________

1For a quantitative reconciliation for the three months ended September 30, 2023, see page 64.

2For a quantitative reconciliation for the three months ended September 30, 2023, see pages 61-62.

3Pages 21-24 indicate by footnote the properties that are not included as part of Same Property NOI. In addition, Same Properties exclude Metropolitan Square and properties that were sold prior to September 30, 2023 and therefore are no longer a part of the Company’s property portfolio. For details related to Metropolitan Square, see page 34.


			Q3 2023
			Reconciliation of net income (loss) attributable to Boston Properties, Inc. to BXP’s Share of same property net operating income (NOI) - cash

(in thousands)


	Three Months Ended
	30-Sep-23		30-Sep-22
Net income (loss) attributable to Boston Properties, Inc.	$	(111,826)	$	360,977
Net (income) loss attributable to noncontrolling interests
Noncontrolling interest - common units of the Operating Partnership	(12,626)		40,883
Noncontrolling interest in property partnerships	20,909		18,801
Net income (loss)	(103,543)		420,661
Add:
Interest expense	147,812		111,846

Losses from investments in securities	925		1,571
Loss from unconsolidated joint ventures	247,556		3,524

Depreciation and amortization expense	207,435		190,675
Transaction costs	751		1,650
Payroll and related costs from management services contracts	3,906		3,900
General and administrative expense	31,410		32,519
Less:
Interest and other income (loss)	20,715		3,728
Unrealized loss on non-real estate investment	(51)		—



Gains on sales of real estate	517		262,345
Direct reimbursements of payroll and related costs from management services contracts	3,906		3,900
Development and management services revenue	9,284		7,465
Net Operating Income (NOI)	501,881		488,908
Less:
Straight-line rent	19,139		32,140
Fair value lease revenue	2,981		2,442
Amortization and accretion related to sales type lease	233		—
Termination income	2,564		1,980
Add:
Straight-line ground rent expense adjustment 1	578		631
Lease transaction costs that qualify as rent inducements 2	(5,943)		4,667
NOI - cash (excluding termination income)	471,599		457,644
Less:
NOI - cash from non Same Properties (excluding termination income) 3	18,721		9,868
Same Property NOI - cash (excluding termination income)	452,878		447,776
Less:
Partners’ share of NOI - cash from consolidated joint ventures (excluding termination income and after income allocation to private REIT shareholders) 4	44,090		45,046
Add:
Partners’ share of NOI - cash from non Same Properties from consolidated joint ventures (excluding termination income and after income allocation to private REIT shareholders) 3	—		—
BXP’s share of NOI - cash from unconsolidated joint ventures (excluding termination income) 5	34,524		30,969
Less:
BXP’s share of NOI - cash from non Same Properties from unconsolidated joint ventures (excluding termination income) 3	3,175		730
BXP’s Share of Same Property NOI - cash (excluding termination income)	$	440,137	$	432,969

_____________

1In light of the front-ended, uneven rental payments required by the Company’s 99-year ground and air rights lease for the 100 Clarendon Street garage and Back Bay Transit Station in Boston, MA, and to make period-to-period comparisons more meaningful to investors, the adjustment does not include the straight-line impact of approximately $135 and $169 for the three months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, the Company has remaining lease payments aggregating approximately $24.3 million, all of which it expects to incur by the end of 2025 with no payments thereafter. Under GAAP, the Company recognizes expense of $(87) per quarter on a straight-line basis over the term of the lease. However, unlike more traditional ground and air rights leases, the timing and amounts of the rental payments by the Company correlate to the uneven timing and funding by the Company of capital expenditures related to improvements at Back Bay Transit Station. As a result, the amounts excluded from the adjustment each quarter through 2025 may vary significantly.

2Consist of lease transaction costs that qualify as rent inducements in accordance with GAAP. Lease transaction costs are generally included in 2nd generation tenant improvements and leasing commissions in the Company’s FAD calculation on page 8.

4For a quantitative reconciliation for the three months ended September 30, 2023, see page 62.

5For a quantitative reconciliation for the three months ended September 30, 2023, see page 64.


			Q3 2023
			Same property net operating income (NOI) by reportable segment

(dollars in thousands)


	Office 1								Hotel & Residential
	Three Months Ended				$		%		Three Months Ended				$		%
	30-Sep-23		30-Sep-22		Change		Change		30-Sep-23		30-Sep-22		Change		Change
Rental Revenue 2	$	749,488	$	732,126					$	25,273	$	23,016
Less: Termination income	2,347		1,980						—		—
Rental revenue (excluding termination income) 2	747,141		730,146		$	16,995	2.3	%	25,273		23,016		$	2,257	9.8	%
Less: Operating expenses and real estate taxes	284,483		266,517		17,966		6.7	%	14,758		14,338		420		2.9	%
NOI (excluding termination income) 2, 3	$	462,658	$	463,629	$	(971)	(0.2)	%	$	10,515	$	8,678	$	1,837	21.2	%

Rental revenue (excluding termination income) 2	$	747,141	$	730,146	$	16,995	2.3	%	$	25,273	$	23,016	$	2,257	9.8	%
Less: Straight-line rent and fair value lease revenue	14,862		28,305		(13,443)		(47.5)	%	68		60		8		13.3	%
Add: Lease transaction costs that qualify as rent inducements 4	(5,943)		3,203		(9,146)		(285.5)	%	—		—		—		—	%
Subtotal	726,336		705,044		21,292		3.0	%	25,205		22,956		2,249		9.8	%
Less: Operating expenses and real estate taxes	284,483		266,517		17,966		6.7	%	14,758		14,338		420		2.9	%
Add: Straight-line ground rent expense 5	578		631		(53)		(8.4)	%	—		—		—		—	%
NOI - cash (excluding termination income) 2, 3	$	442,431	$	439,158	$	3,273	0.7	%	$	10,447	$	8,618	$	1,829	21.2	%

	Consolidated Total 1 (A)								BXP’s share of Unconsolidated Joint Ventures (B)
	Three Months Ended				$		%		Three Months Ended				$		%
	30-Sep-23		30-Sep-22		Change		Change		30-Sep-23		30-Sep-22		Change		Change
Rental Revenue 2	$	774,761	$	755,142					$	59,104	$	58,027
Less: Termination income	2,347		1,980						500		500
Rental revenue (excluding termination income) 2	772,414		753,162		$	19,252	2.6	%	58,604		57,527		$	1,077	1.9	%
Less: Operating expenses and real estate taxes	299,241		280,855		18,386		6.5	%	25,033		23,507		1,526		6.5	%
NOI (excluding termination income) 2, 3	$	473,173	$	472,307	$	866	0.2	%	$	33,571	$	34,020	$	(449)	(1.3)	%

Rental revenue (excluding termination income) 2	$	772,414	$	753,162	$	19,252	2.6	%	$	58,604	$	57,527	$	1,077	1.9	%
Less: Straight-line rent and fair value lease revenue	14,930		28,365		(13,435)		(47.4)	%	2,553		5,293		(2,740)		(51.8)	%
Add: Lease transaction costs that qualify as rent inducements 4	(5,943)		3,203		(9,146)		(285.5)	%	190		1,368		(1,178)		(86.1)	%
Subtotal	751,541		728,000		23,541		3.2	%	56,241		53,602		2,639		4.9	%
Less: Operating expenses and real estate taxes	299,241		280,855		18,386		6.5	%	25,033		23,507		1,526		6.5	%
Add: Straight-line ground rent expense 5	578		631		(53)		(8.4)	%	141		144		(3)		(2.1)	%
NOI - cash (excluding termination income) 2, 3	$	452,878	$	447,776	$	5,102	1.1	%	$	31,349	$	30,239	$	1,110	3.7	%

	Partners’ share of Consolidated Joint Ventures (C)								BXP’s Share 2, 6
	Three Months Ended				$		%		Three Months Ended				$		%
	30-Sep-23		30-Sep-22		Change		Change		30-Sep-23		30-Sep-22		Change		Change
Rental Revenue 2	$	83,203	$	79,336					$	750,662	$	733,833
Less: Termination income	129		57						2,718		2,423
Rental revenue (excluding termination income) 2	83,074		79,279		$	3,795	4.8	%	747,944		731,410		$	16,534	2.3	%
Less: Operating expenses and real estate taxes	33,156		31,030		2,126		6.9	%	291,118		273,332		17,786		6.5	%
NOI (excluding termination income) 2, 3	$	49,918	$	48,249	$	1,669	3.5	%	$	456,826	$	458,078	$	(1,252)	(0.3)	%

Rental revenue (excluding termination income) 2	$	83,074	$	79,279	$	3,795	4.8	%	$	747,944	$	731,410	$	16,534	2.3	%
Less: Straight-line rent and fair value lease revenue	6,131		3,203		2,928		91.4	%	11,352		30,455		(19,103)		(62.7)	%
Add: Lease transaction costs that qualify as rent inducements 4	303		—		303		100.0	%	(6,056)		4,571		(10,627)		(232.5)	%
Subtotal	77,246		76,076		1,170		1.5	%	730,536		705,526		25,010		3.5	%
Less: Operating expenses and real estate taxes	33,156		31,030		2,126		6.9	%	291,118		273,332		17,786		6.5	%
Add: Straight-line ground rent expense 5	—		—		—		—	%	719		775		(56)		(7.2)	%
NOI - cash (excluding termination income) 2, 3	$	44,090	$	45,046	$	(956)	(2.1)	%	$	440,137	$	432,969	$	7,168	1.7	%

___________________

1Includes 100% share of consolidated joint ventures that are a Same Property.

2See the Definitions and Reconciliations sections of this Supplemental package starting on page 55.

3For a quantitative reconciliation of net income (loss) attributable to Boston Properties, Inc. to net operating income (NOI) (excluding termination income) and NOI - cash (excluding termination income), see pages 9-10.

4Consist of lease transaction costs that qualify as rent inducements in accordance with GAAP. Lease transaction costs are generally included in 2nd generation tenant improvements and leasing commissions in the Company’s FAD calculation on page 8.

5Excludes the straight-line impact of approximately $135 and $169 for the three months ended September 30, 2023 and 2022, respectively, in connection with the Company’s 99-year ground and air rights lease at 100 Clarendon Street garage and Back Bay Transit Station.

6BXP’s Share equals (A) + (B) - (C).


			Q3 2023
			Capital expenditures, tenant improvement costs and leasing commissions

(dollars in thousands, except PSF amounts)

CAPITAL EXPENDITURES


	Three Months Ended
	30-Sep-23		30-Jun-23
Maintenance capital expenditures	$	19,599	$	29,015
Planned capital expenditures associated with acquisition properties	32		33
Repositioning capital expenditures	10,575		7,252
Hotel improvements, equipment upgrades and replacements	141		306
Subtotal	30,347		36,606
Add:
BXP’s share of maintenance capital expenditures from unconsolidated joint ventures (JVs)	91		338
BXP’s share of planned capital expenditures associated with acquisition properties from unconsolidated JVs	2,908		1,498
BXP’s share of repositioning capital expenditures from unconsolidated JVs	—		—
Less:
Partners’ share of maintenance capital expenditures from consolidated JVs	2,695		5,221
Partners’ share of planned capital expenditures associated with acquisition properties from consolidated JVs	—		—
Partners’ share of repositioning capital expenditures from consolidated JVs	622		925
BXP’s Share of Capital Expenditures 1	$	30,029	$	32,296

2nd GENERATION TENANT IMPROVEMENTS AND LEASING COMMISSIONS 2


	Three Months Ended
	30-Sep-23		30-Jun-23
Square feet	1,184,449		891,347
Tenant improvements and lease commissions PSF	$	89.81	$	60.70

___________________

1See the Definitions and Reconciliations sections of this Supplemental package starting on page 55.

2Includes 100% of unconsolidated joint ventures.


			Q3 2023
			Acquisitions and dispositions

For the period from January 1, 2023 through September 30, 2023

(dollars in thousands)

ACQUISITIONS


				Investment
Property	Location	Date Acquired	Square Feet	Initial		Anticipated Future		Total		In-service Leased (%)
13100 and 13150 Worldgate Drive (50% ownership) 1	Herndon, VA	January 31, 2023	N/A	$	17,000	$	—	$	17,000	N/A


Total Acquisitions			—	$	17,000	$	—	$	17,000	—	%

DISPOSITIONS

Property

Location

Date Disposed

Square Feet

Gross Sales Price

Net Cash Proceeds

Book Gain 2

N/A

—

Total Dispositions

—

___________________

1Consists of two vacant office buildings aggregating approximately 350,000 rentable square feet and a 1,200-space structured parking deck situated on a 10-acre site. The joint venture intends to redevelop the property for residential use and the vacant properties are not reflected in the Company’s in-service property listing. There can be no assurance that the joint venture will commence the development as currently contemplated or at all.

2Excludes approximately $0.5 million of gains on sales of real estate recognized during the nine months ended September 30, 2023 related to gain amounts from sales of real estate occurring in prior periods.


			Q3 2023
			Construction in progress

as of September 30, 2023

(dollars in thousands)

CONSTRUCTION IN PROGRESS 1


		Actual/Estimated				BXP’s share
		Initial Occupancy	Stabilization Date		Square Feet	Investment to Date 2		Estimated Total Investment 2		Total Financing		Amount Drawn at 9/30/2023		Estimated Future Equity Requirement 2		Percentage Leased 3			Percentage placed in-service 4		Net Operating Income 5 (BXP’s share)
Construction Properties				Location
Office
	360 Park Avenue South (42% ownership) 6	Q3 2024	Q4 2025	New York, NY	450,000	$	207,253	$	248,000	$	92,774	$	92,768	$	40,741	18	%		—	%	N/A
	Reston Next Office Phase II	Q2 2024	Q2 2025	Reston, VA	90,000	38,910		61,000		—		—		22,090		—	%		—	%	N/A
	Total Office Properties under Construction				540,000	246,163		309,000		92,774		92,768		62,831		15	%		—	%	—

Lab/Life Sciences
	103 CityPoint	Q4 2024	Q3 2025	Waltham, MA	113,000	84,873		115,100		—		—		30,227		—	%		—	%	N/A
	180 CityPoint	Q1 2024	Q3 2025	Waltham, MA	329,000	207,941		290,500		—		—		82,559		43	%		5	%	$	—
	300 Binney Street (Redevelopment)	Q1 2025	Q1 2025	Cambridge, MA	236,000	39,049		205,300		—		—		166,251		100	%		—	%	N/A
	105 Carnegie Center (Redevelopment)	Q4 2024	Q2 2025	Princeton, NJ	73,000	2,062		40,600		—		—		38,538		—	%		—	%	N/A
	651 Gateway (50% ownership)	Q1 2024	Q4 2025	South San Francisco, CA	327,000	94,241		167,100		—		—		72,859		21	%		—	%	N/A
	290 Binney Street	Q2 2026	Q2 2026	Cambridge, MA	566,000	210,885		1,116,300		—		—		905,415		100	%		—	%	N/A
	Total Lab/Life Sciences Properties under Construction				1,644,000	639,051		1,934,900		—		—		1,295,849		62	%		1	%	—

Residential
	Skymark - Reston Next Residential (508 units) (20% ownership)	Q2 2024	Q2 2026	Reston, VA	417,000	28,815		47,700		28,000		10,733		1,618		—	%		—	%	N/A
	Total Residential Property under Construction				417,000	28,815		47,700		28,000		10,733		1,618		—	%		—	%	N/A
Retail
	760 Boylston Street (Redevelopment)	Q2 2024	Q2 2024	Boston, MA	118,000	14,742		43,800		—		—		29,058		100	%		—	%	N/A
	Reston Next Retail	Q2 2025	Q4 2025	Reston, VA	33,000	21,978		26,600		—		—		4,622		—	%		—	%	N/A
	Total Retail Properties under Construction				151,000	36,720		70,400		—		—		33,680		78	%		—		N/A
Total Properties Under Construction					2,752,000	$	950,749	$	2,362,000	$	120,774	$	103,501	$	1,393,978	52	%	7	1	%	$	—

PROJECTS FULLY PLACED IN-SERVICE DURING 2023


	Actual/Estimated					BXP’s share
								Estimated Total Investment 2				Amount Drawn at 9/30/2023		Estimated Future Equity Requirement 2					Net Operating Income 5 (BXP’s share)
	Initial Occupancy	Stabilization Date				Investment to Date 2				Total Financing						Percentage Leased 3
			Location	Square Feet
2100 Pennsylvania Avenue	Q2 2022	Q3 2024	Washington, DC		475,849	$	360,136	$	375,900	$	—	$	—	$	15,764	93	%		$	2,738
View Boston observatory at The Prudential Center (Redevelopment)	Q2 2023	N/A	Boston, MA		63,000	178,182		182,300		—		—		4,118		N/A			N/A 8
140 Kendrick - Building A (Redevelopment)	Q3 2023	Q3 2023	Needham, MA		104,166	22,189		26,600		—		—		4,411		100	%		960
751 Gateway (49% ownership)	Q3 2023	Q3 2023	South San Francisco, CA		230,592	117,098		127,600		—		—		10,502		100	%		716
Total Projects Fully Placed In-Service					873,607	$	677,605	$	712,400	$	—	$	—	$	34,795	96	%	9	$	4,414


			Q3 2023
			Construction in progress (continued)

________________

1A project is classified as Construction in Progress when (1) construction or supply contracts have been signed, physical improvements have commenced or a lease has been signed and (2) capitalized interest has commenced.

2Includes income (loss) and interest carry on debt and equity investment.

3Represents percentage leased as of October 30, 2023, including leases with future commencement dates.

4Represents the portion of the project that no longer qualifies for capitalization of interest in accordance with GAAP.

5Amounts represent Net Operating Income for the three months ended September 30, 2023. For partially owned properties, amount represents BXP’s share based on its ownership percentage. See the Definitions and Reconciliations sections of this supplemental package starting on page 55.

6Investment to Date includes all related costs incurred prior to the contribution of the property by the Company to the joint venture on December 15, 2021 totaling approximately $107 million and the Company’s proportionate share of the loan. The Company’s joint venture partners will fund required capital until their aggregate investment is approximately 58% of all capital contributions; thereafter, the joint venture partners will fund required capital according to their percentage interests. Investment to date excludes approximately $54 million of an impairment charge.

7Total percentage leased excludes Residential.

8 Result of operations from the View Boston observatory is included within the result of operations from 800 Boylston Street - The Prudential Center.

9Total percentage leased excludes View Boston observatory at The Prudential Center.


			Q3 2023
			Land parcels and purchase options

as of September 30, 2023

OWNED LAND PARCELS



Location	Approximate Developable Square Feet 1
Reston, VA		2,229,000
San Jose, CA 2		2,199,000
New York, NY (25% ownership)		2,000,000
Princeton, NJ		1,650,000
San Jose, CA (55% ownership)		1,088,000
New York, NY (55% ownership) 3		895,000
San Francisco, CA		850,000
Santa Clara, CA		632,000
Washington, DC (50% ownership)		520,000
South San Francisco, CA (50% ownership)		451,000
Springfield, VA		422,000
Lexington, MA		420,000
Waltham, MA		365,000
Herndon, VA (50% ownership)		350,000
Rockville, MD 2		302,000
El Segundo, CA (50% ownership)		275,000
Dulles, VA		150,000
Total		14,798,000

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS



Location	Approximate Developable Square Feet 1
Boston, MA		1,300,000
Waltham, MA 4		1,200,000
Cambridge, MA		887,000
Total		3,387,000

__________________

1Represents 100% of consolidated and unconsolidated projects.

2Excludes the existing square footage at in-service properties being held for future re-development as listed and noted on pages 21-24.

3On July 28, 2023, BXP entered into a joint venture agreement with an institutional investor for the future development of 343 Madison Avenue. Subsequently, on August 1, 2023, the joint venture executed a 99-year ground lease with the Metropolitan Transportation Authority for the approximately 25,000 square foot site. The ground lease requires the joint venture to construct the direct access to Grand Central Madison as Phase 1 of the development project.

4The Company expects to be a 50% partner in the future development of these sites.


			Q3 2023
			Leasing activity

for the three months ended September 30, 2023

ALL IN-SERVICE PROPERTIES


Net (increase)/decrease in available space (SF)	Total
Vacant space available at the beginning of the period	5,802,761
Less:
Property dispositions/properties taken out of service 1	289,204
Add:

Properties placed (and partially placed) in-service 2	334,758
Leases expiring or terminated during the period	1,205,603
Total space available for lease	7,053,918

1st generation leases	380,519
2nd generation leases with new clients	632,026
2nd generation lease renewals	552,423
Total space leased	1,564,968

Vacant space available for lease at the end of the period	5,488,950
Net (increase)/decrease in available space	313,811


Second generation leasing information: 3
Leases commencing during the period (SF)	1,184,449
Weighted average lease term (months)	81
Weighted average free rent period (days)	190
Total transaction costs per square foot 4	$89.81
Increase (decrease) in gross rents 5	(3.34)	%
Increase (decrease) in net rents 6	(5.61)	%


	All leases (SF)			Incr (decr) in 2nd generation cash rents				Total square feet of leases executed in the quarter 8
	1st generation	2nd generation	total 7	gross 5, 7		net 6, 7
Boston	104,166	261,261	365,427	8.32	%	13.90	%	438,634
Los Angeles	—	69,751	69,751	0.93	%	1.47	%	99,553
New York	—	373,555	373,555	(5.15)	%	(10.83)	%	239,591
San Francisco	230,592	175,618	406,210	(1.67)	%	(2.19)	%	51,570
Seattle	—	—	—	—	%	—	%	126,637
Washington, DC	45,761	304,264	350,025	(10.43)	%	(15.75)	%	99,796
Total / Weighted Average	380,519	1,184,449	1,564,968	(3.34)	%	(5.61)	%	1,055,781

_____________

1Total square feet of property taken out of service in Q3 2023 consists of 289,204 at Metropolitan Square, see page 34.

2 Total square feet of properties placed in service in Q3 2023 consists of 230,592 at 751 Gateway and 104,166 at 140 Kendrick Street.

3Second generation leases are defined as leases for space that has previously been leased. Of the 1,184,449 square feet of second generation leases that commenced in Q3 2023, leases for 1,024,020 square feet were signed in prior periods.

4Total transaction costs include tenant improvements and leasing commissions, but exclude free rent concessions.

5Represents the increase/(decrease) in gross rent (base rent plus expense reimbursements) on the new vs. expired leases on the 789,077 square feet of second generation leases that had been occupied within the prior 12 months; excludes leases that management considers temporary because the client is not expected to occupy the space on a long-term basis.

6Represents the increase/(decrease) in net rent (gross rent less operating expenses) on the new vs. expired leases on the 789,077 square feet of second generation leases that had been occupied within the prior 12 months; excludes leases that management considers temporary because the client is not expected to occupy the space on a long-term basis.

7Represents leases for which rental revenue recognition commenced in accordance with GAAP during the quarter.

8Represents leases executed in the quarter for which the Company either (1) commenced rental revenue recognition in such quarter or (2) will commence rental revenue recognition in subsequent quarters, in accordance with GAAP, and includes leases at properties currently under development. The total square feet of leases executed in the current quarter for which the Company recognized rental revenue in the current quarter is 189,541.


			Q3 2023
			Portfolio overview

for the three months ended September 30, 2023

(dollars in thousands)

Rentable square footage of in-service properties by location and unit type 1, 2


	Office		Retail		Residential		Hotel		Total
Boston	14,670,294		1,049,100		550,114		330,000		16,599,508
Los Angeles	2,186,794		126,377		—		—		2,313,171
New York	12,108,672		486,844		—		—		12,595,516
San Francisco	7,228,758		354,110		318,171		—		7,901,039
Seattle	1,507,450		26,472		—		—		1,533,922
Washington, DC	8,617,333		662,626		493,241		—		9,773,200
Total	46,319,301		2,705,529		1,361,526		330,000		50,716,356
% of Total	91.33	%	5.33	%	2.68	%	0.66	%	100.00	%

Rental revenue of in-service properties by unit type 1


	Office			Retail			Residential			Hotel 3			Total
Consolidated	$	728,440		$	58,064		$	11,205		$	13,384		$	811,093
Less:
Partners’ share from consolidated joint ventures 4	72,940			10,263			—			—			83,203
Add:
BXP’s share from unconsolidated joint ventures 5	61,453			3,231			2,741			—			67,425
BXP’s Share of Rental revenue 1	$	716,953		$	51,032		$	13,946		$	13,384		$	795,315
% of Total	90.15		%	6.42		%	1.75		%	1.68		%	100.00		%

Percentage of BXP’s Share of net operating income (NOI) (excluding termination income) by location 1, 6


	CBD		Suburban		Total
Boston	30.19	%	7.05	%	37.24	%
Los Angeles	2.46	%	—	%	2.46	%
New York	24.06	%	1.91	%	25.97	%
San Francisco	16.32	%	2.18	%	18.50	%
Seattle	2.36	%	—	%	2.36	%
Washington, DC	3.42	%	10.05	%	13.47	%
Total	78.81	%	21.19	%	100.00	%

_____________

1See the Definitions and Reconciliations sections of this Supplemental package starting on page 55.

2Includes 100% of the rentable square footage of the Company’s In-Service Properties. For additional detail relating to the Company’s In-Service Properties, see pages 21-24.

3Excludes approximately $100 of revenue from retail clients that is included in Retail.

4See page 62 for additional information.

5See page 64 for additional information.

6BXP’s Share of NOI (excluding termination income) is a non-GAAP financial measure. For a quantitative reconciliation of net income attributable to Boston Properties, Inc. to BXP’s Share of NOI (excluding termination income), see page 9.


			Q3 2023
			Residential and hotel performance

(dollars in thousands, except rental rates)

RESULTS OF OPERATIONS


	Residential 1				Hotel
	Three Months Ended				Three Months Ended
	30-Sep-23		30-Jun-23		30-Sep-23		30-Jun-23
Rental Revenue 2	$	11,789	$	12,253	$	13,484	$	13,969
Less: Operating expenses and real estate taxes	5,738		5,783		9,020		8,161
Net Operating Income (NOI) 2	6,051		6,470		4,464		5,808
Add: BXP’s share of NOI from unconsolidated joint ventures	1,715		1,722		N/A		N/A
BXP’s Share of NOI 2	$	7,766	$	8,192	$	4,464	$	5,808

Rental Revenue 2	$	11,789	$	12,253	$	13,484	$	13,969
Less: Straight line rent and fair value lease revenue	70		9		(2)		(2)
Add: Lease transaction costs that qualify as rent inducements	—		—		—		—
Subtotal	11,719		12,244		13,486		13,971
Less: Operating expenses and real estate taxes	5,738		5,783		9,020		8,161
NOI - cash basis 2	5,981		6,461		4,466		5,810
Add: BXP’s share of NOI-cash from unconsolidated joint ventures	1,715		1,722		N/A		N/A
BXP’s Share of NOI - cash basis 2	$	7,696	$	8,183	$	4,466	$	5,810

RENTAL RATES AND OCCUPANCY - Year-over-Year


	Residential Units	Three Months Ended					Percent Change
		30-Sep-23			30-Sep-22
BOSTON

Hub50House (50% ownership), Boston, MA 2	440
Average Monthly Rental Rate		$	4,293		$	4,102	4.66	%
Average Rental Rate Per Occupied Square Foot		$	5.89		$	5.64	4.43	%
Average Physical Occupancy		95.23		%