BOSTON PROPERTIES LTD PARTNERSHIP

Summary of Risk Factors

The risk factors detailed in Item 1A titled “Risk Factors” in this Annual Report on Form 10-K are the risks that we believe are material to our investors and a reader should carefully consider them. Those risks are not all of the risks we face and other factors not presently known to us or that we currently believe are immaterial may also affect our business if they occur. The following is a summary of the risk factors detailed in Item 1A:

•Our 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.

•Market 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.

•Our success depends on key personnel whose continued service is not guaranteed.

•Our performance and value are subject to risks associated with our real estate assets and with the real estate industry, including, without limitation:

•potential difficulties or delays renewing leases or re-leasing space;

•sustained changes in client preferences and space utilization from full-time, collective in-person work environments to hybrid or remote work models and/or changes from workforce reduction due to artificial intelligence, which could decrease overall demand for workplaces and negatively impact market rental rates and property values;

•potential delays in completion of development and redevelopment projects due to supply chain disruptions and labor shortages; and

•potential increases in costs to maintain, renovate and develop our properties related to inflation.

•We face potential adverse effects from major clients’ bankruptcies or insolvencies.

•Our actual costs to develop properties may exceed our budgeted costs.

•Our use of joint ventures may limit our control over jointly owned investments and limit our flexibility to acquire other assets.

•We face risks associated with the use of debt to fund acquisitions and developments, including refinancing risk.

•Our maturing debt bears interest at lower rates than the current market rates, which has increased, and may continue to increase our interest costs which could adversely impact our ability to refinance existing debt or sell assets on favorable terms or at all.

•Covenants in our debt agreements could adversely affect our financial condition.

•Our degree of leverage could limit our ability to obtain additional financing or affect the market price of our equity and debt securities.

•We 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.

•The use of technology based on artificial intelligence and machine learning presents risks and challenges that may adversely affect our business and results of operations.

•We face risks associated with climate change and severe weather events, as well as the regulatory efforts intended to reduce the effects of climate change.

•Potential liability for environmental contamination could result in substantial costs.

•Some potential losses are not covered by insurance.

•Our 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.

•We face risks associated with BXP’s status as a real estate investment trust (REIT), including, without limitation:

•failure to qualify as a REIT would cause BXP to be taxed as a corporation, which would substantially reduce funds available for payment of dividends;

•possible adverse state and local tax audits and changes in state and local tax laws could result in increased tax costs that could adversely affect our financial condition and results of operations and the amount of cash available for the payment of dividends and distributions to our securityholders; and

•in order to maintain BXP’s REIT status, we may be forced to borrow funds during unfavorable market conditions.

This section contains forward-looking statements. You should refer to the explanation of the qualifications and limitations on forward-looking statements beginning on page 52.