BXP (BXP) risk factors, FY2024 10-K

Risks Related to Our Business and Operations

1. 01Our performance depends upon the economic conditions, particularly the supply and demand characteristics, of our markets—Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC
2. 02Market and economic volatility due to adverse economic and political conditions, health crises or dislocations in the credit markets could have a material adverse effect on our results of operations, financial condition and ability to pay dividends and/or distributions
3. 03Our success depends on key personnel whose continued service is not guaranteed

Risks Related to Real Estate

1. 04Our performance and value are subject to risks associated with our real estate assets and with the real estate industry
2. 05We face potential adverse effects from major clients’ bankruptcies or insolvencies
3. 06Our properties face significant competition
4. 07We face potential difficulties or delays renewing leases or re-leasing space
5. 08Our actual costs to develop properties may exceed our budgeted costs
6. 09Investment returns from our developed properties may be less than anticipated
7. 10We face risks associated with the development of mixed-use commercial and residential properties
8. 11Our use of joint ventures may limit our control over and flexibility with jointly owned investments and other assets we may wish to acquire
9. 12We face the risk that third parties will not be able to service or repay loans we make to them
10. 13We face risks associated with property acquisitions
11. 14Acquired properties may expose us to unknown liability
12. 15Competition for acquisitions may result in increased prices for properties
13. 16We may have difficulty selling our properties, which may limit our flexibility
14. 17Because we own a hotel property, we face the risks associated with the hospitality industry
15. 18Failure to comply with Federal Government contractor requirements could result in substantial costs and loss of substantial revenue
16. 19Changes in rent control or rent stabilization and eviction laws and regulations in our markets could have a material adverse effect on our residential portfolio’s results of operations and residential property values
17. 20We did not obtain new owner’s title insurance policies in connection with properties acquired during BXP’s initial public offering
18. 21Some potential losses are not covered by insurance
19. 22Actual or threatened terrorist attacks may adversely affect our ability to generate revenues and the value of our properties
20. 23We face 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
21. 24The use of technology based on artificial intelligence and machine learning presents risks and challenges that may adversely affect our business and results of operations
22. 25We face risks associated with our clients and contractual counterparties being designated “Prohibited Persons” by the Office of Foreign Assets Control
23. 26The outbreak of highly infectious or contagious diseases could adversely impact or cause disruption to our financial condition, results of operations, cash flows and liquidity and that of our clients
24. 27We face risks associated with climate change and severe weather events, as well as the regulatory efforts intended to reduce the effects of climate change
25. 28mitigate the effects of climate change or that require increased environmental disclosures and reporting. The costs of complying with evolving regulatory requirements, including GHG emissions regulations and policies, could negatively impact our financial results
26. 29Potential liability for environmental contamination could result in substantial costs
27. 30Such laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers
28. 31Compliance or failure to comply with the Americans with Disabilities Act or other safety regulations and requirements could result in substantial costs
29. 32Any future international activities will be subject to special risks and we may not be able to effectively manage our international business
30. 33We may be subject to risks from potential fluctuations in exchange rates between the U.S. dollar and the currencies of the other countries in which we invest

Risks Related to Our Indebtedness and Financing

1. 34Elevated interest rates have, and may continue to increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt or sell assets on favorable terms or at all
2. 35Covenants in our debt agreements could adversely affect our financial condition
3. 36We face risks associated with the use of debt to fund acquisitions and developments, including refinancing risk
4. 37As of February 21, 2025, our Consolidated Debt was approximately $15.7 billion (excluding unconsolidated joint venture debt)
5. 38(2)Includes LTIP Units (including 2012 OPP Units and earned MYLTIP Units that were granted between 2013 - 2022), but excludes MYLTIP Units granted between 2023 and 2025 because the performance period for those awards has not yet ended
6. 39We face risks associated with short-term liquid investments

Risks Related to Our Organization and Structure

1. 40Sales of properties and repayment of related indebtedness will have different effects on holders of interests in BPLP than on BXP’s stockholders
2. 41Agreement not to sell some properties
3. 42Limits on changes in control may discourage takeover attempts beneficial to stockholders
4. 43BPLP’s Partnership Agreement
5. 44We may change our policies without obtaining the approval of our stockholders

Risks Related to BXP’s Status as a REIT

1. 45Failure to qualify as a REIT would cause BXP to be taxed as a corporation, which would substantially reduce funds available for payment of dividends
2. 46In order to maintain BXP’s REIT status, we may be forced to borrow funds during unfavorable market conditions
3. 47We may be subject to adverse legislative or regulatory tax changes that could negatively impact our financial condition
4. 48We face possible adverse state and local tax audits and changes in state and local tax laws
5. 49Changes in market conditions could adversely affect the market price of BXP’s common stock
6. 50Further issuances of equity securities may be dilutive to current securityholders
7. 51The number of shares available for future sale could adversely affect the market price of BXP’s stock
8. 52Our involvement in legal proceedings and other claims may result in substantial monetary and other costs that have a material adverse effect on our results of operations
9. 53Changes in accounting pronouncements could adversely affect our operating results, in addition to the reported financial performance of our clients