BXPBXP, Inc.

We note that you own 160 office and life sciences properties. Please tell us, and in future filings, please break out the "Office and Life Sciences" category into office and laboratory/life sciences categories, similar to your breakdown for "Properties Under Construction/Redevelopment" on page 51.

The Company acknowledges the Staff’s comment and confirms that in future filings it will break out the “Office and Life Sciences” category in the Form 10-K. The Company commits to listing in future filings, under a new “ Laboratory/Life Sciences” category, the properties that the Company considers to be predominantly laboratory/life sciences, which properties, as of the date hereof, include the following nine (9) properties:

•125 Broadway

•250 Binney

•33 Hayden

•100 Hayden

•153/211 Second Ave

•880 Winter

•200 West Street

•751 Gateway

•681 Gateway. Read in the reply ↗

We note your disclosure that you develop, own, and manage primarily "premier workplaces." For each of your properties, please tell us, and in future filings please disclose, the class of each building.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that it believes that disclosing its classification of each property (i) would not meaningfully enhance disclosure and might actually cause investors to misconstrue the facts, (ii) would not add any material information in the context of a company like BXP whose strategy is clearly articulated by property information currently provided and (iii) could result in unwarranted harm to the Company relative to competitors.

The classification of office buildings in today’s complex market has become as subjective as for

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other property sectors, to the point where even experienced market consultants are not always willing to provide their views and, when they do, they do not always agree. The Company believes that in rapidly evolving markets, nationally and regionally, for office space, even looking at “top” markets only, there are a multitude of factors that determine whether a property is highly attractive to tenants, including, among others:

•the building’s location (e.g., is the building located in the epicenter of a central business district or near a major highway or a public transportation center)

•the views from within the space being leased

•the age of the building and the efficiency of its building systems

•the attractiveness of the physical space

•the size of floor plates and the configurations of each floor

•building finishes

•the sustainability of the building and its carbon footprint

•on-site building management and security

•the number and type of amenities offered onsite or near the building, including:

◦covered parking

◦fitness centers

◦leisure areas

◦restaurants and/or cafeterias

◦concierge services

◦valet services

◦gyms and showers

◦reliable Wi-Fi

◦daycare centers

◦electric car charging stations

•the presence of other premier tenants in the building.

Ultimately, however, unlike other ratings systems employed in the real estate industry that use objective criteria and/or third-party ratings – e.g., LEED ratings – there is no single list of objective factors that can be applied in a “checklist fashion” or plugged into a quantitative formula to produce a widely understood classification for office buildings. Even if the real estate industry were able to reach a consensus on the criteria for the classification of buildings (and it has not), determining whether one or more specific criteria has been satisfied involves subjective judgment. For example, in Cambridge, Massachusetts a building located within two blocks of MIT’s campus may be a premier workplace, whereas the same building located six blocks away may not be. At the same time, that property may not be considered top tier by a particular tenant that does not wish to be located in an urban environment and ranks a suburban location more highly even though the suburban building itself may be older and of lesser quality.

Importantly, in the current environment, a building may be considered a premier workplace, but not all space within the building will see the same demand or command the same rental rate per square foot. For example, space on the upper floors at Embarcadero Center in San Francisco, California have phenomenal views of San Francisco Bay, they are consistently in high demand and the tenants pay among the highest per square foot rental rates in the city. By contrast, space on the lower floors with no views is in less demand and costs less. This dichotomy demonstrates that were the Company to assign to each one of its buildings a classification, the disclosure overall would likely produce a view of the portfolio that does not correspond to what management sees as our properties’ true attributes. As a result, the disclosure would be less useful and less accurate. Moreover, in an effort to provide investors with additional information we might even end up misleading investors into concluding that all vacant space in a “top- class” building may be re-let at the same premium to market rates or that all vacant space in a “lower-class” building would fail to achieve top rental rates.

Accordingly, the Company moved away from classifying its properties (e.g., as “Class A”) and decided to use the term “premier workplace” as a general descriptor of the intended market positioning of its overall portfolio and to stress that its strategy is and has always been to develop/acquire and own the best assets in the most desirable locations because they command upper-tier rental rates in their markets. In this regard, the Company notes that it first uses the term “premier workplace” in the first paragraph on page 3 of the Form 10-K to describe its portfolio:

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

The Company makes it clear by the use of “primarily” that it does not consider all of its properties to be premier workplaces. It then explains in the third paragraph on page 3 that:

“We consider premier workplaces to be well-located buildings that are modern structures or have been modernized to compete with newer buildings and are professionally managed and maintained. As such, these properties attract creditworthy clients and command upper-tier rental rates. Our definition of premier workplaces may be different than those used by other companies.”

In doing so, the Company makes clear that there is no industry-wide standard for classifying office properties of the kind the Company develops, owns and operates and that other companies may define the term differently.

In light of the foregoing, the Company also believes that classifying each property in its portfolio could result in unwarranted competitive harm. The office market is highly competitive, and companies that offer a variety of property types or operate in sub-markets with different characteristics may use classifications as “Class A” or to describe properties that tenants would not view as “premier workplaces.” In some cases, competitors of the Company use words like “iconic” or the like to place a property in a class of its own. We believe there is significant diversity in the definitions of these descriptions among companies in the broader market, making individual asset classifications unreliable. The Company chooses to convey by its use of the expression “premier workplaces” our strategy of targeting the types of properties and locations that our target tenants demand. In that context, a “tiered” classification might actually lead tenants to misjudge our properties; for some tenants it is important to lease space in only the best building in the market or sub-market in which they want to locate. Such a tenant may conclude – wrongly – that a property the Company classifies as “Class X” is not suitable because it would not check the box for a tenant to whom image is important. Our use of the term “premier workplace” avoids the risk of misjudgment without causing confusion for investors because the term denotes our business strategy more than the physical attributes of a real estate asset. Similarly, a potential joint venture partner for a property may be dissuaded from consummating the transaction if the Company does not classify a property in the very top tier, or it may insist on a lower valuation that is not in fact warranted by the positioning of the asset in its target market.

For all of the foregoing reasons, the Company does not currently use the expression “premier workplace” as a property-by-property classification and believes that doing so would neither improve the ability of investors to understand our portfolio nor serve the interests of investors in accurately conveying to the markets – both the markets for capital and the markets for real estate – that all of our properties are designed to be premier workplaces. Accordingly, the Company respectfully submits this response as an indication that it believes its current disclosure to be more appropriate and less likely to inadvertently mislead investors.

However, if the Staff thinks it would be appropriate to add disclosure to the third paragraph on page 3 of our Form 10-K to ensure that our use of the expression “premier workplaces” is not misunderstood by investors or misapplied in comparison to how other office REITs describe the properties in their portfolio, the Company is willing to do so and proposes the following changes to that disclosure:

“We consider premier workplaces to be well-located buildings that are modern structures or have been modernized to compete with newer buildings and, 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. Our definition of premier workplaces may be different than those used by other companies. 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.”

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Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address how the experience of the Lead Independent Director is brought to bear in connection with your board’s role in risk oversight.

We acknowledge the Staff’s comment and confirm that the Company will expand its future proxy statement disclosures to address the topics referenced in Comment No. 1. Read in the reply ↗

Please expand upon the role that your Lead Independent Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Independent Director: • represent the board in communications with shareholders and other stakeholders; or • require board consideration of, and/or override your CEO on, any risk matters.

We acknowledge the Staff’s comment and confirm that the Company will expand its future proxy statement disclosures to address the topics referenced in Comment No. 2. Read in the reply ↗

Please expand upon how your board administers its risk oversight function. For example, please disclose: • the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed; • whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you

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re-assess your risk environment; • how the board interacts with management to address existing risks and identify significant emerging risks; • whether you have a Chief Compliance Officer and to whom this position reports; and • how your risk oversight process aligns with your disclosure controls and procedures.

We acknowledge the Staff’s comment and confirm that the Company will enhance its future proxy statement disclosures to address the topics referenced in Comment No. 3.

In addition to the foregoing responses, the Company also commits to enhancing its future proxy statement disclosures to address any material developments in the Company’s risk oversight structure. Read in the reply ↗

Please refer to the table on page 72. We note that the estimated total investment exceeds the investment to date for The Hub on Causeway - Podium, Dock 72, and The Hub on Causeway - Residential. In this regard, please tell us and revise future filings to clarify why the amounts in the column for estimated future equity requirement are zero for The Hub on Causeway - Podium and Dock 72 and why the amount for estimated

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future equity requirement is significant less than the amount that your estimated total investment exceeds your investment to date for The Hub on Causeway – Residential.

We acknowledge the Staff’s comment. In the table on page 72 of the Q2 Form 10-Q presenting properties under construction and redevelopment, the Company’s share of the Estimated Future Equity Requirement for each of The Hub on Causeway - Podium and Dock 72 development projects is zero because of available debt financing.

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As disclosed in footnotes 4 and 5 to the table in the Q2 Form 10-Q, the Company’s share of the amount available to borrow under the existing construction loan facility for each property exceeds the difference between (x) the Company’s share of the Estimated Total Investment, less (y) the Company’s share of Investment to Date. In other words, because under each construction loan facility the lender(s) is obligated to fund the available borrowing amounts, we do not anticipate having to contribute additional equity to fund any remaining development costs unless we and/or our partner decide it is advisable to do so. Similarly, the Company’s share of the Estimated Future Equity Requirement for The Hub on Causeway - Residential project is significantly less than its share of remaining estimated development costs because, as disclosed in footnote 8 to the table in the Q2 Form 10-Q, a construction loan facility exists for the property under which no amounts have been borrowed.

Beginning with the Form 10-Q for the quarterly period ending September 30, 2018, we intend to clarify the aforementioned disclosure by including additional columns in the table that, for each property, will disclose the Company’s share of any available financing obtained for the projects and the Company’s share of the amounts, if any, drawn on the financings as of the end of the applicable fiscal period. We also intend to add and clarify the footnotes, accordingly. In this regard, please see the last paragraph of our Response to Comment No. 2 below.

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Please clarify for us why the costs described in footnote (1) to the table on page 72 are not included in the column for estimated future equity requirement. In your response, please tell us how such costs are funded and why they eventually represent a portion of your estimated total investment.

We acknowledge the Staff’s comment. In future annual and quarterly periodic reports beginning with the Form 10-Q for the quarterly period ending September 30, 2018, we intend to revise the table and footnotes to the table presenting information on properties under construction and redevelopment to clarify the impact of net revenue during the lease-up period, acquisition expenses, accrued construction costs and leasing commissions and available financing obtained for the projects, if any.

The amounts included in Investment to Date, Estimated Total Investment and Estimated Future Equity

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Requirement reflect the amount of estimated net revenue/expenses that we expect to incur prior to the Estimated Stabilization Date of the project, including any amounts actually received or paid through the date of the table. This corresponds to the manner in which we budget for these projects: we reduce or increase, as applicable, the amount of our Estimated Total Investment through the Estimated Stabilization Date by the amount of net revenue/expense that we expect to generate/incur during that same time period.

We include construction costs and leasing commissions in Investment to Date (and remove them from Estimated Future Equity Requirement) when they are accrued (as opposed to when they are paid) in order to have the timing of when the investments to fund these costs are reflected in this table match the timing of when these costs are reflected as liabilities on our balance sheet or the balance sheet of the applicable entity if it is not consolidated. We have quantified, and plan to continue to quantify, the amount of these costs that were accrued but remain unpaid in footnotes to this table when such amounts are material. These costs are reflected within Estimated Total Investment and are considered part of the total cost of the project. In addition, these costs are primarily funded with our available cash balances, construction loans and Boston Properties Limited Partnership’s revolving credit facility.

For the Staff’s convenience when reviewing our responses to Comments No. 1 and No. 2, set forth on Exhibit A attached hereto is an example of the table and footnotes we propose to include in future Form 10-Q and Form 10-K filings. Please note that the example is marked to show changes to the table that was included on page 72 of the Q2 Form 10-Q, and although the footnotes have been revised and columns added, the data and other information are unchanged. Also, please note that because the format of the table for our Form 10-Q and Form 10-K filings is identical, we are presenting just one marked table on Exhibit A.

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We note your presentation of Combined Debt and BXP’s Share of Combined Debt. To the extent these measures are presented in future periodic filings, please include explanatory language similar to that provided in the second introductory paragraph on page 47 of Exhibit 99.1 to the Form 8-K filed on February 1, 2017.

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In addition, please explicitly disclose that you do not control your investments in unconsolidated entities here and in the aforementioned Form 8-K disclosure.

We acknowledge the Staff’s comment and confirm that, to the extent the Company presents Combined Debt or BXP’s Share of Combined Debt in future periodic reports filed with the Commission, the Company will include explanatory language similar to that provided in the second introductory paragraph on page 47 of Exhibit 99.1 to the Form 8-K furnished on February 1, 2017.

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For example, the Company intends to continue to include explanatory language such as that contained in (1) the third paragraph on page 88 of the Company’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Commission on February 28, 2017 (the “2016 Form 10-K”) and (2) the second paragraph on page 57 of the Company’s Form 10-Q for the fiscal quarter ended March 31, 2017 filed with the Commission on May 8, 2017 (the “Q1 Form 10-Q”).

In addition, to the extent the Company presents the aforementioned measures in future periodic reports filed with, or within Item 2.02 disclosures contained in current reports on Form 8-K furnished to, the Commission, the Company will disclose that it does not control its investments in unconsolidated entities. The Company notes, for example, that it included such language on page 57 of the Q1 Form 10-Q. For the Staff’s convenience, the following is the language included in such Q1 Form 10-Q, marked to show the changes made to the language previously included in the Company’s 2016 Form 10-K:

“For example, in addition to partners’ interests in profits and capital, partnership venture agreements vary in the allocation of rights regarding decision making (both for routine and major decisions), distributions, transferability of interests, liquidations, etcand 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. As a result, presentations of measures on a Combined basis and showing BXP’s Share of a Combined amountfinancial measure should be considered with and as a supplement to our financial information presented in accordance with GAAP.”

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