SEC Filing

View:

Download DOC

Download PDF

Download XLS

Form 8-K

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): October 24, 2006

BOSTON PROPERTIES, INC.

(Exact name of registrant as specified in charter)

Delaware

1-13087

04-2473675

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

111 Huntington Avenue, Suite 300, Boston, Massachusetts 02199

(Address of Principal Executive Offices) (Zip Code)

(617) 236-3300

(Registrant’s 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 registrant 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))

Item 2.02. Results of Operations and Financial Condition.

The information in this Current Report on Form 8-K is furnished under Item 2.02 - “Results of Operations and Financial Condition.” Such information, including the exhibits attached 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 Current Report on Form 8-K 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 October 24, 2006, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of 2006. 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, 2006.

*99.2		Press release dated October 24, 2006.

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	BOSTON PROPERTIES, INC.

Date: October 24, 2006	By:	/s/ Douglas T. Linde
		Douglas T. Linde
		Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description
*99.1		Boston Properties, Inc. Supplemental Operating and Financial Data for the quarter ended September 30, 2006.

*99.2		Press release dated October 24, 2006.

*	Filed herewith.

Supplemental Operating and Financial Data

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended September 30, 2006

Boston Properties, Inc.

Third Quarter 2006

Table of Contents


		*Page*
Company Profile		3
Investor Information		4
Research Coverage		5
Financial Highlights		6
Consolidated Balance Sheets		7
Consolidated Income Statements		8
Funds From Operations		9
Reconciliation to Diluted Funds From Operations		10
Funds Available for Distribution and Interest Coverage Ratios		11
Discontinued Operations		12
Capital Structure		13
Debt Analysis		14-16
Unconsolidated Joint Ventures		17-18
Value-Added Fund		19
Portfolio Overview-Square Footage		20
In-Service Property Listing		21-23
Top 20 Tenants and Tenant Diversification		24
Office Properties-Lease Expiration Roll Out		25
Office/Technical Properties-Lease Expiration Roll Out		26
Retail Properties - Lease Expiration Roll Out		27
Grand Total - Office, Office/Technical, Industrial and Retail Properties		28
Greater Boston Area Lease Expiration Roll Out		29-30
Washington, D.C. Area Lease Expiration Roll Out		31-32
San Francisco Area Lease Expiration Roll Out		33-34
Midtown Manhattan Area Lease Expiration Roll Out		35-36
Princeton Area Lease Expiration Roll Out		37-38
CBD/Suburban Lease Expiration Roll Out		39-40
Hotel Performance		41
Occupancy Analysis		42
Same Property Performance		43
Reconciliation to Same Property Performance and Net Income		44-45
Leasing Activity		46
Capital Expenditures, Tenant Improvements and Leasing Commissions		47
Acquisitions/Dispositions		48
Value Creation Pipeline - Construction in Progress		49
Value Creation Pipeline - Land Parcels and Purchase Options		50
Definitions		51

This supplemental package contains forward-looking statements within the meaning of the Federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” and similar expressions that do not relate to historical matters. 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 Boston Properties’ control and could materially affect actual results, performance or achievements. These factors include, without limitation, the ability to enter into new leases or renew leases on favorable terms, dependence on tenants’ financial condition, the uncertainties of real estate development, acquisition and disposition activity, the ability to effectively integrate acquisitions, the costs and availability of financing (including the impact of interest rates on our hedging program), the effects of local economic and market conditions, the effects of acquisitions and dispositions (including the exact amount and timing of any related special dividend 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, regulatory changes and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. Boston Properties does not undertake a duty to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Boston Properties, Inc.

Third Quarter 2006

COMPANY PROFILE

The Company

Boston Properties, Inc. (the “Company”), a self-administered and self-managed real estate investment trust (REIT), is one of the largest owners, managers, and developers of first-class office properties in the United States, with a significant presence in five markets: Boston, Washington, D.C., Midtown Manhattan, San Francisco, and Princeton, N.J. The Company was founded in 1970 by Mortimer B. Zuckerman and Edward H. Linde in Boston, where it maintains its headquarters. Boston Properties became a public company in June 1997. The Company acquires, develops, and manages its properties through full-service regional offices. Its property portfolio is comprised primarily of first-class office space and also includes two hotels. Boston Properties is well-known for its in-house building management expertise and responsiveness to tenants’ needs. The Company holds a superior track record in developing premium Central Business District (CBD) office buildings, suburban office centers and build-to-suit projects for the U.S. government and a diverse array of creditworthy tenants.

Management

Boston Properties’ senior management team is among the most respected and accomplished in the REIT industry. Our deep and talented team of thirty-one individuals average twenty-five years of real estate experience and sixteen years with Boston Properties. We believe that our size, management depth, financial strength, reputation, and relationships of key personnel provide a competitive advantage to realize growth through property development and acquisitions. Boston Properties benefits from the reputation and relationships of key personnel, including Mortimer B. Zuckerman, Chairman of our Board of Directors, and Edward H. Linde, our President and Chief Executive Officer. Each has a national reputation, which attracts business and investment opportunities. In addition, our three Executive Vice Presidents and other senior officers that serve as Regional Managers have strong reputations that aid us in identifying and closing on new opportunities, having opportunities brought to us, and negotiating with tenants and build-to-suit prospects. Boston Properties’ Board of Directors consists of ten distinguished members, the majority of which serve as Independent Directors.

Strategy

Boston Properties’ primary business objective is to maximize return on investment in an effort to provide its stockholders with the greatest possible total return. To achieve this objective, the Company maintains a consistent strategy, which includes: Concentrating on a few carefully selected markets - characterized by high barriers to the creation of new supply and strong real estate fundamentals - where tenants have demonstrated a preference for high-quality office buildings and other facilities; selectively acquiring assets which increase its penetration in these select markets; taking on complex, technically-challenging projects that leverage the skills of its management team to successfully develop, acquire, and reposition properties; exploring joint-venture opportunities primarily with existing owners of land parcels who seek to benefit from the Company’s depth of development and management expertise; pursuing the sale of properties (on a selective basis) to take advantage of its value creation and the demand for its premier properties; and continuing to enhance the Company’s balanced capital structure through its access to a variety of capital sources.

Snapshot

(as of September 30, 2006)


Corporate Headquarters		Boston, Massachusetts
Markets		Boston, Midtown Manhattan, Washington, D.C., San Francisco, and Princeton, N.J.
Fiscal Year-End		December 31
Total Properties		128
Total Square Feet		42.5 million
Common Shares and Units Outstanding (as converted)		140.4 million
Dividend - Quarter/Annualized		$0.68/$2.72
Dividend Yield		2.63%
Total Market Capitalization		$19.2 billion
Senior Debt Ratings		Baa2 (Moody's); BBB (S&P and Fitch)

Boston Properties, Inc.

Third Quarter 2006

INVESTOR INFORMATION


Board of Directors		Management
Mortimer B. Zuckerman	Carol B. Einiger	Douglas T. Linde	Mitchell S. Landis
Chairman of the Board	Director	Executive Vice President, Chief Financial Officer and Treasurer	Senior Vice President and Regional Manager of Princeton
Edward H. Linde	Alan J. Patricof	E. Mitchell Norville	Robert E. Pester
President and Chief Executive Officer,	Director, Chairman of Audit Committee	Executive Vice President for Operations	Senior Vice President and Regional Manager of San Francisco
Director
Lawrence S. Bacow	Richard E. Salomon	Raymond A. Ritchey	Robert E. Selsam
Director	Director, Chairman of Compensation Committee	Executive Vice President, National Director of Acquisitions & Development	Senior Vice President and Regional Manager of New York
Zoë Baird	Martin Turchin	Peter D. Johnston	Frank D. Burt
Director	Director	Senior Vice President and Regional Manager of Washington, D.C.	Senior Vice President, General Counsel
William M. Daley	David A. Twardock
Director, Chairman of Nominating & Corporate Governance Committee	Director	Bryan J. Koop	Arthur S. Flashman
		Senior Vice President and Regional Manager of Boston	Vice President, Controller


Company Information
Corporate Headquarters	Trading Symbol	Investor Relations	Inquires
111 Huntington Avenue	BXP	Boston Properties, Inc.	Financial inquiries should be directed to Michael Walsh, Senior Vice President - Finance, at 617.236.3410 or mwalsh@bostonproperties.com
Suite 300		111 Huntington Avenue, Suite 300
Boston, MA 02199	Stock Exchange Listing	Boston, MA 02199
(t) 617.236.3300	New York Stock Exchange	(t) 617.236.3322
(f) 617.236.3311		(f) 617.236.3311
		www.bostonproperties.com	Investor or media inquires should be directed to Kathleen DiChiara, Investor Relations Manager, at 617.236.3343 or kdichiara@bostonproperties.com

Common Stock Data (NYSE: BXP)

Boston Properties' common stock has the following characteristics (based on information reported by the New York Stock Exchange):


	Q3 2006			Q2 2006			Q1 2006			Q4 2005			Q3 2005
High Closing Price	$	104.98		$	91.55		$	96.87		$	76.05		$	76.25
Low Closing Price	$	91.26		$	82.87		$	75.36		$	65.11		$	69.23
Average Closing Price	$	98.49		$	87.43		$	83.64		$	71.40		$	72.21
Closing Price, at the end of the quarter	$	103.34		$	90.40		$	93.25		$	74.13		$	70.90
Dividends per share - annualized (1)	$	2.72		$	2.72		$	2.72		$	2.72		$	2.72
Closing dividend yield - annualized (1)		2.63	%		3.01	%		2.92	%		3.67	%		3.84	%
Closing common shares outstanding, plus common units and preferred units on an as-converted basis (thousands)		140,435			140,291			139,213			139,158			139,153
Closing market value of outstanding shares and units (thousands)	$	14,512,553		$	12,682,306		$	12,981,612		$	10,315,783		$	9,865,948

(1)	Excludes special dividend of $2.50 per share paid on October 31, 2005.

Timing

Quarterly results for 2006 will be announced according to the following schedule:


Fourth Quarter		Late January 2007

Boston Properties, Inc.

Third Quarter 2006

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage
David Aubuchon	Anthony Paolone / Michael Mueller	Chris Brown	Rating Agencies:
A.G. Edwards & Sons	J.P. Morgan Securities	Banc of America Securities
314.955.5452	212.622.6682 / 212.622.6689	704.386.2524	Jan Svec
			Fitch Ratings
Ross Nussbaum / Charlotte Ng	David Harris / David Toti	Sue Berliner / Elizabeth Carter	212.908.0304
Banc of America Securities	Lehman Brothers	Bear Stearns & Company
212.847.5668 / 212.933.2029	212.526.1790 / 212.526.2002	212.272.3824 / 212.272.0217	Karen Nickerson
			Moody's Investors Service
Ross Smotrich / Jeffrey Langbaum	Steve Sakwa / Ian Weissman	Thomas Cook	212.553.4924
Bear Stearns & Company	Merill Lynch & Company	Citigroup Global Markets
212.272.8046 / 212.272.4201	212.449.0335 / 212.449.6255	212.723.1112	James Fielding
			Standard & Poor's
Jonathan Litt / Michael Bilerman	Matthew Ostrower / David Cohen	Matthew Lynch	212.438.2452
Citigroup Global Markets	Morgan Stanley & Company	Credit Suisse Securities
212.816.0231 / 212.816.1383	212.761.6284 / 212.761.8564	212.325.6456

Louis Taylor / Kristin Brown	Sri Nagarajan	Scott O'Shea
Deutsche Bank Securities	RBC Capital Markets	Deutsche Bank Securities
203.863.2381 / 212.250.6799	212.428.2360	212.250.7190

Wilkes Graham / Matt Konrad	John Guinee / Michael Hudgins	Mark Streeter
Friedman, Billings, Ramsey	Stifel, Nicolaus & Company	J.P. Morgan Securities
703.312.9737 / 703.312.9731	410.454.5520 / 410.454.4830	212.834.5086

Jay Habermann / Sloan Bohlen	James Feldman / Gretchen Amidon	John Forrey / James Rank
Goldman Sachs & Company	UBS Investment Research	Merrill Lynch & Company
917.343.4260 / 212.902.2796	212.713.4932 / 212.713.4057	212.449.1812 / 212.449.6533

Michael Knott
Green Street Advisors
949.640.8780

With the exception of Green Street Advisors, an independent research firm, the equity analysts listed above are those analysts that, according to First Call Corporation, have published research material on the Company and are listed as covering the Company. Please note that any opinions, estimates or forecasts regarding Boston Properties' performance made by the analysts listed above do not represent the opinions, estimates or forecasts of Boston Properties or its management. Boston Properties does not by its reference above imply its endorsement of or concurrence with any information, conclusions or recommendations made by any of such analysts.

Boston Properties, Inc.

Third Quarter 2006

FINANCIAL HIGHLIGHTS

(unaudited and in thousands, except per share amounts)

This section includes non-GAAP financial measures, which are accompanied by what we consider the most directly comparable financial measures calculated and presented in accordance with GAAP. Quantitative reconciliations of the differences between the non-GAAP financial measures presented and the most directly comparable GAAP financial measures are shown on pages 9 through 11. A description of the non-GAAP financial measures we present and a statement 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 can be found on page 51.


	Three Months Ended
	September 30, 2006			June 30, 2006			March 31, 2006			December 31, 2005			September 30, 2005
Income Items:
Revenue	$	372,460		$	370,349		$	356,104		$	366,333		$	359,094
Straight line rent (SFAS 13)	$	12,841		$	11,723		$	13,155		$	13,596		$	12,287
Fair value lease revenue (SFAS 141) (1)	$	1,111		$	492		$	417		$	293		$	294
Lease termination fees (included in revenue) (2)	$	3,692		$	1,400		$	812		$	4,038		$	2,087
Capitalized interest	$	1,560		$	1,304		$	1,692		$	2,425		$	1,734
Capitalized wages	$	2,082		$	1,523		$	1,353		$	1,340		$	1,492
Operating Margins [(rental revenue - rental expense)/rental revenue] (3)		68.3	%		68.9	%		68.2	%		68.4	%		68.4	%
Net income available to common shareholders	$	107,962		$	625,731		$	67,737		$	154,063		$	57,551
Funds from operations (FFO) available to common shareholders after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate (4) (5)	$	137,276		$	129,390		$	119,210		$	126,701		$	123,671
FFO per share after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate - diluted	$	1.16		$	1.10		$	1.03		$	1.09		$	1.07
Net income available to common shareholders per share - basic	$	0.93		$	5.33		$	0.60		$	1.35		$	0.51
Net income available to common shareholders per share - diluted	$	0.91		$	5.23		$	0.59		$	1.32		$	0.50
Dividends per common share (6)	$	0.68		$	0.68		$	0.68		$	0.68		$	3.18
Funds available for distribution to common shareholders and common unitholders (FAD) (5)	$	120,919		$	110,307		$	104,527		$	101,976		$	110,836

Ratios:
Interest Coverage Ratio (excluding capitalized interest) - cash basis (7)		3.10			2.89			2.81			2.93			2.88
Interest Coverage Ratio (including capitalized interest) - cash basis (7)		3.03			2.84			2.75			2.84			2.81
FFO Payout Ratio (8)		58.62	%		61.82	%		66.02	%		62.39	%		63.55	%
FAD Payout Ratio (9)		77.26	%		83.77	%		87.41	%		89.33	%		82.25	%

	September 30, 2006			June 30, 2006			March 31, 2006			December 31, 2005			September 30, 2005
Capitalization:
Total Debt	$	4,733,323		$	4,833,401		$	4,696,713		$	4,826,254		$	4,921,867
Common Stock Price @ Quarter End	$	103.34		$	90.40		$	93.25		$	74.13		$	70.90
Equity Value @ Quarter End	$	14,512,553		$	12,682,306		$	12,981,612		$	10,315,783		$	9,865,948
Total Market Capitalization (10)	$	19,245,876		$	17,515,707		$	17,678,325		$	15,142,037		$	14,787,815
Debt/Total Market Capitalization (10)		24.59	%		27.59	%		26.57	%		31.87	%		33.28	%

(1)	Represents the net adjustment for above - and below-market leases that are being amortized over the terms of the respective leases in place at the property acquisition dates. Does not include $360 which represents the Company’s share of fair value lease revenue from the Value-Added Fund.

(2)	Does not include the Company's share of termination income earned from unconsolidated joint ventures totaling $933 for the three months ended September 30, 2006.

(3)

Rental Expense consist of operating expenses and real estate taxes. Amounts are exclusive of the gross up of reimbursable electricity amounts totaling $8,826, $7,907, $7,983, $8,287 and $9,057 for the three months ended September 30, 2006, June 30, 2006, March 31, 2006, December 31, 2005 and September 30, 2005, respectively.

(4)

For a quantitative reconciliation of the differences between FFO after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate and net income available to common shareholders, see page 9. The supplemental adjustment is only applicable for the three months ended June 30, 2006.

(5)	For a quantitative reconciliation of the differences between FAD and FFO after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate, see page 11.

(6)	For the three months ended September 30, 2005, dividends per share include the $2.50 per common share special dividend paid on October 31, 2005.

(7)	For additional detail, see page 11.

(8)	Dividends per common share divided by FFO per share after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate - diluted. For the three months ended September 30, 2005, excludes the $2.50 special dividend paid on October 31, 2005.

(9)	Gross dividends to common shareholders plus distributions to common Operating Partnership unitholders divided by FAD. For the three months ended September 30, 2005, excludes the $2.50 per share special dividend paid on October 31, 2005.

(10)	For additional detail, see page 13.

Boston Properties, Inc.

Third Quarter 2006

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	September 30, 2006			June 30, 2006			March 31, 2006			December 31, 2005			September 30, 2005
ASSETS
Real estate	$	9,040,264		$	8,698,493		$	8,864,907		$	8,724,954		$	8,792,127
Construction in progress		57,392			78,926			107,051			177,576			144,009
Land held for future development		210,336			222,519			189,024			248,645			244,783
Real estate held for sale		—			—			—			—			444
Less accumulated depreciation		(1,372,826	)		(1,314,472	)		(1,320,712	)		(1,265,073	)		(1,237,469	)

Total real estate		7,935,166			7,685,466			7,840,270			7,886,102			7,943,894
Cash and cash equivalents		1,049,026			370,396			32,214			261,496			450,577
Cash held in escrows		21,436			894,244	(1)		23,715			25,618			27,552
Investments in marketable securities		—			—			—			—			37,500
Tenant and other receivables, net		42,128			35,814			41,458			52,668			32,463
Accrued rental income, net		310,560			298,306			316,048			302,356			292,289
Deferred charges, net		263,675			250,154			246,214			242,660			239,443
Prepaid expenses and other assets		72,033			79,174			91,646			41,261			63,859
Investments in unconsolidated joint ventures		83,485			96,962			98,836			90,207			96,311

Total assets	$	9,777,509		$	9,710,516		$	8,690,401		$	8,902,368		$	9,183,888

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Mortgage notes payable	$	2,811,953		$	2,912,135		$	3,185,550		$	3,297,192		$	3,450,904
Unsecured senior notes, net of discount		1,471,370			1,471,266			1,471,163			1,471,062			1,470,963
Unsecured exchangeable senior notes		450,000			450,000			—			—			—
Unsecured line of credit		—	(2)		—	(2)		40,000	(2)		58,000	(2)		—	(2)
Accounts payable and accrued expenses		103,581			90,390			86,938			109,823			81,730
Dividends and distributions payable		95,607			95,839			95,344			107,643			443,437
Accrued interest payable		45,703			50,175			39,269			47,911			39,443
Other liabilities		236,350	(3)		246,042	(3)		98,296			154,123			137,526

Total liabilities		5,214,564			5,315,847			5,016,560			5,245,754			5,624,003

Commitments and contingencies		—			—			—			—			—

Minority interests		746,416			824,924			735,185			739,268			725,077

Stockholders’ Equity:
Excess stock, $.01 par value, 150,000,000 shares authorized, none issued or outstanding		—			—			—			—			—
Preferred stock, $.01 par value, 50,000,000 shares authorized, none issued or outstanding		—			—			—			—			—
Common stock, $.01 par value, 250,000,000 shares authorized, 116,597,035, 114,219,448, 112,813,657, 112,542,262 and 112,500,887 outstanding, respectively		1,166			1,142			1,128			1,125			1,125
Additional paid-in capital		3,068,952			2,831,119			2,759,580			2,745,719			2,749,432
Earnings in excess of dividends		749,940			720,623			173,129			182,105			104,559
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Unearned compensation		—			—			—			—			(5,564	)
Accumulated other comprehensive income (loss)		(807	)		19,583			7,541			(8,881	)		(12,022	)

Total stockholders’ equity		3,816,529			3,569,745			2,938,656			2,917,346			2,834,808

Total liabilities and stockholders’ equity	$	9,777,509		$	9,710,516		$	8,690,401		$	8,902,368		$	9,183,888

(1)

Cash held in escrows includes approximately $872 million held in escrow by a qualifying intermediary for the purpose of potentially accomplishing a like-kind exchange with proceeds received from the sale of 280 Park Avenue. No qualifying replacement assets were identified by the statutory expiration date of July 21, 2006 and the cash was subsequently released from escrow back to the Company with no restrictions as to its use.

(2)	On July 19, 2005, the Company refinanced its $225.0 million mortgage loan collateralized by 599 Lexington Avenue through a secured draw from the Unsecured Line of Credit. As a result, the $225.0 million that was drawn on the line of credit is included within Mortgage Notes Payable.

(3)

At September 30, 2006 and June 30, 2006, Other Liabilities included approximately $46.4 million and $67.3 million and approximately $18.8 million and $20.9 million consisting of the master lease and revenue support obligations, respectively, related to the sale of 280 Park Avenue and approximately $46.6 million and $45.8 million related to the redemption of the outside members’ equity interests in the entity that owns Citigroup Center, respectively.

Boston Properties, Inc.

Third Quarter 2006

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Sep-06			30-Jun-06			31-Mar-06			31-Dec-05			30-Sep-05
Revenue:
Rental
Base Rent	$	273,034		$	277,155		$	276,398		$	279,583		$	274,523
Recoveries from tenants		45,954			45,506			47,193			44,098			43,983
Parking and other		14,431			14,219			13,829			14,051			13,470

Total rental revenue		333,419			336,880			337,420			337,732			331,976
Hotel revenue		19,847			19,674			12,343			22,161			17,453
Development and management services		4,558			5,230			4,376			3,714			4,923
Interest and other		14,636			8,565			1,965			2,726			4,742

Total revenue		372,460			370,349			356,104			366,333			359,094

Expenses:
Operating		68,164			66,569			67,187			68,440			66,387
Real estate taxes		43,430			43,663			45,427			43,844			44,725
Hotel operating		13,899			12,770			11,477			16,125			12,260
General and administrative		12,739			15,796			14,642			13,136			13,270
Interest (1)		73,571			78,449			74,817			74,804			75,700
Depreciation and amortization		71,548			67,912			66,847			66,290			65,717
Losses from early extinguishments of debt (2)		208			31,457			467			—			—

Total expenses		283,559			316,616			280,864			282,639			278,059

Income before minority interests and income from unconsolidated joint ventures		88,901			53,733			75,240			83,694			81,035
Minority interest in property partnerships		—			777			1,236			1,366			1,527
Income from unconsolidated joint ventures (3)		20,200			1,677			1,290			1,530			1,117

Income before minority interest in Operating Partnership		109,101			56,187			77,766			86,590			83,679
Minority interest in Operating Partnership (4)		(19,028	)		(11,758	)		(15,470	)		(16,928	)		(26,874	)

Income before gains on sales of real estate and land held for development		90,073			44,429			62,296			69,662			56,805
Gains on sales of real estate, net of minority interest		17,889			581,302			5,441			48,542			—

Income before discontinued operations		107,962			625,731			67,737			118,204			56,805
Income from discontinued operations, net of minority interest		—			—			—			730			746
Gains on sales of real estate from discontinued operations, net of minority interest		—			—			—			39,364			—

Income before cumulative effect of a change in accounting principle		107,962			625,731			67,737			158,298			57,551
Cumulative effect of a change in accounting principle		—			—			—			(4,235	)		—

Net income available to common shareholders	$	107,962		$	625,731		$	67,737		$	154,063		$	57,551

INCOME PER SHARE OF COMMON STOCK (EPS)
Net income available to common shareholders per share - basic	$	0.93		$	5.33		$	0.60		$	1.35		$	0.51

Net income available to common shareholders per share - diluted	$	0.91		$	5.23		$	0.59		$	1.32		$	0.50

(1)	Interest expense is reported net of capitalized interest of $1,560, $1,304, $1,692, $2,425 and $1,734 for the three months ended September 30, 2006, June 30, 2006, March 31, 2006, December 31, 2005 and September 30, 2005, respectively.

(2)	Includes $31.4 million of losses from early extinguishments of debt associated with the sales of real estate for the three months ended June 30, 2006.

(3)	Includes our share of the gain on sale of 265 Franklin Street totaling approximately $17.9 million for the three months ended September 30, 2006.

(4)

Equals minority interest share of 15.62%, 15.68%, 15.95%, 16.02% and 16.20% of income before minority interest in Operating Partnership after deduction for preferred distributions for the three months ended September 30, 2006, June 30, 2006, March 31, 2006, December 31, 2005 and September 30, 2005, respectively.

Certain prior period amounts have been reclassified to conform to current period presentation.

Boston Properties, Inc.

Third Quarter 2006

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three months ended
	30-Sep-06			30-Jun-06		31-Mar-06		31-Dec-05		30-Sep-05
Net income available to common shareholders	$	107,962		$	625,731	$	67,737	$	154,063	$	57,551
Add:
Minority interest in Operating Partnership		19,028			11,758		15,470		16,928		26,874
Cumulative effect of a change in accounting principle, net of minority interest		—			—		—		4,235		—
Less:
Minority interest in property partnerships		—			777		1,236		1,366		1,527
Income from unconsolidated joint ventures		20,200			1,677		1,290		1,530		1,117
Gain on sales of real estate, net of minority interest		17,889			581,302		5,441		48,542		—
Income from discontinued operations, net of minority interest		—			—		—		730		746
Gain on sales of real estate from discontinued operations, net of minority interest		—			—		—		39,364		—

Income before minority interests and income from unconsolidated joint ventures		88,901			53,733		75,240		83,694		81,035
Add:
Real estate depreciation and amortization (1)		73,408			69,773		68,674		67,987		67,702
Income from discontinued operations		—			—		—		869		890
Income from unconsolidated joint ventures		2,283	(2)		1,677		1,290		1,530		1,117
Less:
Minority property partnerships' share of funds from operations		—			211		268		114		(32	)
Preferred dividends and distributions		1,912			2,965		3,110		3,098		3,200	(3)

Funds from operations (FFO)		162,680			122,007		141,826		150,868		147,576
Add:
Losses from early extinguishments of debt associated with the sales of real estate		—			31,444		—		—		—

FFO after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate		162,680			153,451		141,826		150,868		147,576
Less:
Minority interest in Operating Partnership's share of funds from operations after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate		25,404			24,061		22,616		24,167		23,905

FFO available to common shareholders after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate (4)	$	137,276		$	129,390	$	119,210	$	126,701	$	123,671

FFO per share after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate - basic	$	1.19		$	1.14	$	1.06	$	1.13	$	1.11

FFO per share - basic	$	1.19		$	0.90	$	1.06	$	1.13	$	1.11

Weighted average shares outstanding - basic		115,432			113,994		112,509		112,340		111,776

FFO per share after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate - diluted	$	1.16		$	1.10	$	1.03	$	1.09	$	1.07

FFO per share - basic	$	1.16		$	0.88	$	1.03	$	1.09	$	1.07

Weighted average shares outstanding - diluted		120,727			120,605		120,013		119,497		119,177

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $71,548, $67,912, $66,847, $66,290 and $65,717, our share of unconsolidated joint venture real estate depreciation and amortization of $2,253, $2,280, $2,304, $2,174 and $2,188 and depreciation and amortization from discontinued operations of $0, $0, $0, $63 and $190, less corporate related depreciation of $393 $419, $477, $540 and $393 for the three months ended September 30, 2006, June 30, 2006, March 31, 2006, December 31, 2005 and September 30, 2005, respectively.

(2)	Excludes approximately $17.9 million related to our share of the gain on sale and related loss from early extinguishment of debt associated with the sale of 265 Franklin Street.

(3)	Excludes approximately $12.1 million of income allocated to the holders of Series Two Preferred Units to account for their right to participate on an as-converted basis in the special dividend that followed previously completed sales of real estate.

(4)	Based on weighted average shares for the quarter. Company's share for the quarter ended September 30, 2006, June 30, 2006, March 31, 2006, December 31, 2005 and September 30, 2005 was 84.38%, 84.32%, 84.05%, 83.98% and 83.80%, respectively.

Boston Properties, Inc.

Third Quarter 2006

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	September 30, 2006			June 30, 2006			March 31, 2006			December 31, 2005			September 30, 2005
	Income (Numerator)		Shares (Denominator)	Income (Numerator)		Shares (Denominator)	Income (Numerator)		Shares (Denominator)	Income (Numerator)		Shares (Denominator)	Income (Numerator)			Shares (Denominator)
Basic FFO after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate	$	162,680	136,793	$	153,451	135,192	$	141,826	133,853	$	150,868	133,768	$	147,576		133,381
Effect of Dilutive Securities
Convertible Preferred Units		1,912	2,999		2,965	4,430		3,110	4,857		3,098	4,857		3,200	(1)	5,087
Stock Options and other		—	2,296		—	2,182		—	2,648		—	2,300		—		2,314

Diluted FFO after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate	$	164,592	142,088	$	156,416	141,804	$	144,936	141,358	$	153,966	140,925	$	150,776		140,782

Less:
Minority interest in Operating Partnership's share of diluted funds from operations after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate		24,745	21,361		23,383	21,199		21,885	21,345		23,411	21,428		23,139		21,605

Company's share of diluted FFO after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate (2)	$	139,847	120,727	$	133,033	120,605	$	123,051	120,013	$	130,555	119,497	$	127,637		119,177

FFO per share after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate - basic	$	1.19		$	1.14		$	1.06		$	1.13		$	1.11

FFO per share after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate - diluted	$	1.16		$	1.10		$	1.03		$	1.09		$	1.07

(1)	Excludes approximately $12.1 million of income allocated to the holders of Series Two Preferred Units to account for their right to participate on an as-converted basis in the special dividend that followed previously completed sales of real estate.

(2)	Based on weighted average diluted shares for the quarter. Company's share for the quarter ended September 30, 2006, June 30, 2006, March 31, 2006, December 31, 2005 and September 30, 2005 was 84.97%, 85.05%, 84.90%, 84.79% and 84.65%, respectively.

Boston Properties, Inc.

Third Quarter 2006

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	September 30, 2006			June 30, 2006			March 31, 2006			December 31, 2005			September 30, 2005
Basic FFO after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate (see page 9)	$	162,680		$	153,451		$	141,826		$	150,868		$	147,576
2nd generation tenant improvements and leasing commissions		(23,372	)		(29,566	)		(17,459	)		(26,663	)		(19,582	)
Straight-line rent		(12,841	)		(11,723	)		(13,155	)		(13,596	)		(12,287	)
Recurring capital expenditures		(6,063	)		(5,275	)		(4,206	)		(9,076	)		(5,637	)
Fair value interest adjustment		(231	)		(881	)		(824	)		(821	)		(818	)
Fair value lease revenue (SFAS 141)		(1,111	)		(492	)		(417	)		(293	)		(294	)
Hotel improvements, equipment upgrades and replacements		(505	)		(1,988	)		(4,263	)		(1,860	)		(1,539	)
Non real estate depreciation		393			419			477			540			393
Stock-based compensation		1,950			1,982			2,548			1,749			1,548
Partners' share of joint venture 2nd generation tenant improvement and leasing commissions		19			4,380			—			1,128			1,476

Funds available for distribution to common shareholder and common unitholders (FAD)	$	120,919		$	110,307		$	104,527		$	101,976		$	110,836


*Interest Coverage Ratios*

*(in thousands, except for ratio amounts)*

	Three Months Ended
	September 30, 2006			June 30, 2006			March 31, 2006			December 31, 2005			September 30, 2005
*Excluding Capitalized Interest*

Income before minority interests and income from unconsolidated joint ventures	$	88,901		$	53,733		$	75,240		$	83,694		$	81,035
Interest expense		73,571			78,449			74,817			74,804			75,700
Losses from early extinguishments of debt associated with the sales of real estate		—			31,444			—			—			—
Depreciation and amortization expense		71,548			67,912			66,847			66,290			65,717
Depreciation from joint ventures		2,253			2,280			2,304			2,174			2,188
Income from unconsolidated joint ventures		2,283			1,677			1,290			1,530			1,117
Discontinued operations - depreciation expense		—			—			—			63			190
Discontinued operations		—			—			—			869			890
Straight-line rent		(12,841	)		(11,723	)		(13,155	)		(13,596	)		(12,287	)
Fair value lease revenue (SFAS 141)		(1,111	)		(492	)		(417	)		(293	)		(294	)

Subtotal		224,604			223,280			206,926			215,535			214,256
Divided by:

Interest expense (1)		72,542			77,253			73,644			73,540			74,514

Interest Coverage Ratio		3.10			2.89			2.81			2.93			2.88


*Including Capitalized Interest*

Income before minority interests and income from unconsolidated joint ventures	$	88,901		$	53,733		$	75,240		$	83,694		$	81,035
Interest expense		73,571			78,449			74,817			74,804			75,700
Losses from early extinguishments of debt associated with the sales of real estate		—			31,444			—			—			—
Depreciation and amortization expense		71,548			67,912			66,847			66,290			65,717
Depreciation from joint ventures		2,253			2,280			2,304			2,174			2,188
Income from unconsolidated joint ventures		2,283			1,677			1,290			1,530			1,117
Discontinued operations - depreciation expense		—			—			—			63			190
Discontinued operations		—			—			—			869			890
Straight-line rent		(12,841	)		(11,723	)		(13,155	)		(13,596	)		(12,287	)
Fair value lease revenue (SFAS 141)		(1,111	)		(492	)		(417	)		(293	)		(294	)

Subtotal		224,604			223,280			206,926			215,535			214,256
Divided by:

Interest expense (1) (2)		74,102			78,557			75,336			75,965			76,248

Interest Coverage Ratio		3.03			2.84			2.75			2.84			2.81

(1)	Excludes amortization of financing costs of $1,029, $1,196, $1,173, $1,264 and $1,186 for the quarters ended September 30, 2006, June 30, 2006, March 31, 2006, December 31, 2005 and September 30, 2005, respectively.

(2)	Includes capitalized interest of $1,560, $1,304, $1,692, $2,425 and $1,734 for the quarters ended September 30, 2006, June 30, 2006, March 31, 2006, December 31, 2005 and September 30, 2005, respectively.

Boston Properties, Inc.

Third Quarter 2006

DISCONTINUED OPERATIONS

(in thousands, unaudited)

Effective January 1, 2002, the Company adopted the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." The Company's application of SFAS No. 144 results in the presentation of the net operating results of these qualifying properties sold or held for sale during 2005 and 2004 as income from discontinued operations for all periods presented. The following table summarizes income from discontinued operations (net of minority interest) for the three months ended September 30, 2006, June 30, 2006, March 31, 2006, December 31, 2005 and September 30, 2005, respectively.


	Three Months Ended
	30-Sep-06		30-Jun-06		31-Mar-06		31-Dec-05		30-Sep-05
Total Revenue (1)	$	—	$	—	$	—	$	2,031	$	2,711
Expenses:
Operating		—		—		—		28		105
Hotel operating		—		—		—		1,071		1,526
Depreciation and amortization		—		—		—		63		190

Total Expenses		—		—		—		1,162		1,821
Income before minority interest in Operating Partnership		—		—		—		869		890
Minority interest in Operating Partnership		—		—		—		139		144

Income from discontinued operations (net of minority interest)	$	—	$	—	$	—	$	730	$	746

Properties (2):								Residence Inn by Marriott^®		Residence Inn by Marriott^®
								40-46 Harvard Street		40-46 Harvard Street

(1)	The impact of the straight-line rent adjustment increased (decreased) revenue by $0, $0, $0, $0 and $(1) for the three months ended September 30, 2006, June 30, 2006, March 31, 2006, December 31, 2005 and September 30, 2005, respectively.

(2)	Discontinued operations does not include the operations of 280 Park Avenue and Embarcadero Center West Tower due to the Company’s continuing involvement in the management, for a fee, of these properties subsequent to the sales through agreements with the buyers.

Boston Properties, Inc.

Third Quarter 2006

CAPITAL STRUCTURE

Debt

(in thousands)


	Aggregate Principal September 30, 2006
	Aggregate Principal September 30, 2006
Mortgage Notes Payable	$	2,811,953
Unsecured Line of Credit		—
Unsecured Senior Notes, net of discount		1,471,370
Unsecured Exchangeable Senior Notes		450,000

Total Debt	$	4,733,323

Boston Properties Limited Partnership Unsecured Senior Notes


Settlement Date		5/22/03			3/18/03			1/17/03			12/13/02			Total/Average
Principal Amount	$	250,000		$	300,000		$	175,000		$	750,000		$	1,475,000
Yield (on issue date)		5.075	%		5.636	%		6.280	%		6.296	%		5.95	%
Coupon		5.000	%		5.625	%		6.250	%		6.250	%		5.91	%
Discount		99.329	%		99.898	%		99.763	%		99.650	%		99.66	%
Ratings:
Moody's		Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)
S&P		BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)
Fitch		BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)
Maturity Date		6/1/2015			4/15/2015			1/15/2013			1/15/2013
Discount	$	1,310		$	237		$	306		$	1,777		$	3,630

Unsecured Senior Notes, net of discount	$	248,690		$	299,763		$	174,694		$	748,223		$	1,471,370

Boston Properties Limited Partnership Unsecured Exchangeable Senior Notes (1)


Settlement Date	4/6/2006
Principal Amount	$450,000	$	450,000
Yield (on issue date)	3.750%		3.750	%
First Optional Redemption Date	5/18/2013
Maturity Date	5/18/2036

Unsecured Senior Exchangeable Notes		$	450,000

(1)	The initial exchange rate is equivalent to an initial exchange price of approximately $111.78 per share of Boston Properties, Inc.'s common stock.

Equity

(in thousands)


	SharesUnits Outstanding as of 9/30/2006	Common Stock Equivalents		Equivalent (2)


Common Stock	116,597	116,597	(3)	$	12,049,134
Common Operating Partnership Units	21,556	21,556	(4)		2,227,597
Series Two Preferred Operating Partnership Units	1,739	2,282			235,822

Total Equity		140,435		$	14,512,553

Total Debt				$	4,733,323

Total Market Capitalization				$	19,245,876

(2)	Value based on September 30, 2006 closing price of $103.34 per share of common stock.

(3)	Includes 164 shares of restricted stock.

(4)	Includes 519 long-term incentive plan units.

Boston Properties, Inc.

Third Quarter 2006

DEBT ANALYSIS

Debt Maturities and Principal Payments

(in thousands)


	2006			2007			2008			2009			2010			Thereafter			Total
Floating Rate Debt	$	—		$	—		$	475,000		$	—		$	225,000		$	—		$	700,000
Fixed Rate Debt		11,344			178,126			797,794			184,450			130,625			2,730,984			4,033,323

Total Debt	$	11,344		$	178,126		$	1,272,794		$	184,450		$	355,625		$	2,730,984		$	4,733,323

Weighted Average Floating Rate Debt		—			—			5.83	%		—			5.63	%		—			5.77	%
Weighted Average Fixed Rate Debt		7.09	%		6.59	%		6.83	%		7.10	%		7.96	%		5.34	%		5.86	%

Total Weighted Average Rate		7.09	%		6.59	%		6.46	%		7.10	%		6.49	%		5.34	%		5.85	%

Unsecured Debt

Unsecured Line of Credit - Matures August 3, 2010

(in thousands)


Facility	Outstanding @ 9/30/2006			Letters of Credit		Remaining Capacity @ 9/30/2006


$605,000	$	—	(1)	$	17,062	$	362,938	(1)

(1)	$225 million drawn on the unsecured line of credit is secured by 599 Lexington Avenue and is included under Mortgage Notes Payable.

Unsecured and Secured Debt Analysis


	% of Total Debt		Weighted Average Rate		Weighted Average Maturity
	% of Total Debt		Weighted Average Rate		Weighted Average Maturity
Unsecured Debt	40.59	%	4.56	%	7.0 years
Secured Debt	59.41	%	6.72	%	3.4 years

Total Debt	100.00	%	5.85	%	4.9 years

Floating and Fixed Rate Debt Analysis

	% of Total Debt		Weighted Average Rate		Weighted Average Maturity
	% of Total Debt		Weighted Average Rate		Weighted Average Maturity
Floating Rate Debt	14.79	%	5.77	%	2.4 years
Fixed Rate Debt	85.21	%	5.86	%	5.3 years

Total Debt	100.00	%	5.85	%	4.9 years

Interest Rate Hedging Instruments (2)

(in thousands)


	Notional Amount		Weighted Average Treasury Rate		Effective Date	Maturity Date
	Notional Amount		Weighted Average Treasury Rate		Effective Date	Maturity Date
Forward-starting interest rate swaps	$	500,000	4.34	%	2/1/2007	2/1/2017

(2)	The Company has entered into a series of interest rate hedges to lock in the 10-year treasury rate and 10-year swap spread in contemplation of obtaining long-term fixed rate financing to finance or refinance properties in the Company's existing portfolio.

Boston Properties, Inc.

Third Quarter 2006

DEBT MATURITIES AND PRINCIPAL PAYMENTS

(in thousands)


Property	2006			2007			2008			2009			2010			Thereafter			Total
Citigroup Center	$	1,968		$	8,223		$	8,816		$	9,453		$	10,136		$	456,898		$	495,494
Times Square Tower		—			—			475,000			—			—			—			475,000
Embarcadero Center One and Two		1,409			5,877			278,912			—			—			—			286,198
Prudential Center		1,359			5,619			259,706			—			—			—			266,684
599 Lexington Avenue		—									—			225,000	(1)		—			225,000
Embarcadero Center Four		1,047			4,346			129,712			—			—			—			135,105
Embarcadero Center Three		684			132,726	(2)		—			—			—			—			133,410
Democracy Center		579			2,421			2,597			91,132			—			—			96,729
One Freedom Square		511			2,122			2,245			2,375			2,513			68,753			78,519
New Dominion Technology Park, Building Two		—			—			—			—			—			63,000			63,000
202, 206 & 214 Carnegie Center		201			845			916			994			56,306			—			59,262
140 Kendrick Street		354			1,466			1,549			1,637			1,730			52,119			58,855
1330 Connecticut Avenue		571			2,346			2,452			2,577			2,701			45,021			55,668
New Dominion Technology Park, Building One		2			1,379			1,481			1,594			1,715			49,249			55,420
Reservoir Place		463			1,572			1,666			48,592			—			—			52,293
504, 506 & 508 Carnegie Center		317			1,314			40,914			—			—			—			42,545
10 & 20 Burlington Mall Rd & 91 Hartwell		207			861			925			994			1,069			32,524			36,580
10 Cambridge Center		184			777			844			916			29,677			—			32,398
Sumner Square		154			645			694			747			804			24,691			27,735
1301 New York Avenue		394			1,651			1,781			21,628			—			—			25,454
Eight Cambridge Center		166			702			757			819			22,911			—			25,355
510 Carnegie Center		177			735			23,519			—			—			—			24,431
Reston Corporate Center		179			745			20,524			—			—			—			21,448
University Place		207			864			925			992			1,063			17,359			21,410
Bedford Business Park		211			890			16,859			—			—			—			17,960

		11,344			178,126			1,272,794			184,450			355,625			809,614			2,811,953

Unsecured Senior Notes		—			—			—			—			—			1,921,370			1,921,370
Unsecured Line of Credit		—			—			—			—			—			—			—

	$	11,344		$	178,126		$	1,272,794		$	184,450		$	355,625		$	2,730,984		$	4,733,323

% of Total Debt		0.24	%		3.76	%		26.89	%		3.90	%		7.51	%		57.70	%		100.00	%
Balloon Payments	$	—		$	132,726		$	1,234,782		$	158,698		$	332,339		$	2,670,097		$	4,528,642
Scheduled Amortization	$	11,344		$	45,400		$	38,012		$	25,752		$	23,286		$	60,887		$	204,681

(1)	In July 2005, the Company refinanced the debt on the property through a secured draw on the Company's revolving line of credit facility. The facility expires on August 3, 2010.

(2)	On October 2, 2006 the Company repaid the mortgage indebtedness secured by this property.

Boston Properties, Inc.

Third Quarter 2006

Senior Unsecured Debt Covenant Compliance Ratios

(in thousands)

In the fourth quarter of 2002 the Company's operating partnership (Boston Properties Limited Partnership) received investment grade ratings on its senior unsecured debt securities and thereafter issued unsecured notes. The notes were issued under an indenture, dated as of December 13, 2002, by and between Boston Properties Limited Partnership and The Bank of New York, as trustee, as supplemented, which, among other things, requires us to comply with the following limitations on incurrence of debt: Limitation on Outstanding Debt; Limitation on Secured Debt; Ratio of Annualized Consolidated EBITDA to Annualized Interest Expense; and Maintenance of Unencumbered Assets. Compliance with these restrictive covenants requires us to apply specialized terms the meanings of which are described in detail in our filings with the SEC, and to calculate ratios in the manner prescribed by the indenture.

This section presents such ratios as of September 30, 2006 to show that the Company's operating partnership was in compliance with the terms of the indenture, as amended, which has been filed with the SEC. This section also presents certain other indenture-related data which we believe assists investors in the Company's unsecured debt securities. Management is not presenting these ratios and the related calculations for any other purpose or for any other period, and is not intending for these measures to otherwise provide information to investors about the Company's financial condition or results of operations. Investors should not rely on these measures other than for purposes of testing our compliance with the indenture.


	September 30, 2006
Total Assets:
Capitalized Property Value	$	11,283,535
Cash and Cash Equivalents		1,049,026
Undeveloped Land, at Cost		210,336
Development in Process, at Cost (including Joint Venture %)		109,313

Total Assets	$	12,652,210

Unencumbered Assets	$	6,732,336

Secured Debt (Fixed and Variable) (1)	$	2,790,878
Joint Venture Debt		221,026
Contingent Liabilities & Letters of Credit		23,903
Unsecured Debt (2)		1,925,000

Total Outstanding Debt	$	4,960,807

Consolidated EBITDA:
Income before minority interests and income from unconsolidated joint ventures (per Consolidated Income Statement)	$	88,901
Add: Interest Expense (per Consolidated Income Statement)		73,571
Add: Depreciation and Amortization (per Consolidated Income Statement)		71,548
Add: Loss from early extinguishment of debt		208

EBITDA		234,228
Add: Company share of unconsolidated joint venture EBITDA		7,028

Consolidated EBITDA	$	241,256

Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)	$	73,571
Add: Company share of unconsolidated joint venture interest expense		3,606
Less: Amortization of financing costs		(1,029	)
Less: Interest expense funded by construction loan draws		(184	)

Adjusted Interest Expense	$	75,964


Covenant Ratios and Related Data	Test	Actual
Total Outstanding Debt/Total Assets	Less than 60%		39.2	%
Secured Debt/Total Assets	Less than 50%		23.8	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)	Greater than 1.50x		3.18
Unencumbered Assets/ Unsecured Debt	Greater than 150%		349.7	%

Unencumbered Consolidated EBITDA		$	112,757

Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)			4.34

% of unencumbered Consolidated EBITDA to Consolidated EBITDA			46.7	%

# of unencumbered properties			75

(1)	Excludes Fair Value Adjustment of $22,051.

(2)	Excludes Debt Discount of $3,734.

Boston Properties, Inc.

Third Quarter 2006

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of September 30, 2006


	Market Square North			Metropolitan Square			265 Franklin Street			901 New York Avenue			Wisconsin Place (1)(2)			505 9th Street (1)			Value- Added Fund (3)			New York Land Venture (1)			Combined
Total Equity (4)	$	7,066		$	34,576		$	337		$	761		$	5,991		$	21,867		$	10,371		$	2,516		$	83,485

Mortgage/Construction loans payable (4)	$	45,313		$	66,860		$	—		$	42,500		$	13,879		$	14,049		$	26,625		$	11,800		$	221,026

BXP’s nominal ownership percentage		50.00	%		51.00	%		35.00	%		25.00	%		23.89	%		50.00	%		25.00	%		50.00	%

Results of Operations

(unaudited and in thousands)

for the three months ended September 30, 2006


	Market Square North		Metropolitan Square		265 Franklin Street			901 New York Avenue			Wisconsin Place (1)(2)		505 9th Street (1)		Value- Added Fund (3)			New York Land Venture (1)			Combined
REVENUE
Total revenue	$	5,388	$	8,279	$	2,961		$	6,435		$	—	$	—	$	2,784		$	—		$	25,847	(5)

EXPENSES
Operating		1,801		2,818		1,090			1,097			—		—		894			25			7,725

SUBTOTAL		3,587		5,461		1,871			5,338			—		—		1,890			(25	)		18,122

Interest		1,757		2,700		867			2,232			—		—		1,298			329			9,183
Depreciation and amortization		1,204		1,480		771			1,460			—		—		1,020			—			5,935

SUBTOTAL		2,961		4,180		1,638			3,692			—		—		2,318			329			15,118

Gains on sale of real estate		—		—		51,395			—			—		—		—			—			51,395
Losses from early extinguishment of debt		—		—		205			—			—		—		—			—			205

NET INCOME/(LOSS)	$	626	$	1,281	$	51,423		$	1,646		$	—	$	—	$	(428	)	$	(354	)	$	54,194

BXP's share of net income/(loss)	$	313	$	653	$	17,998		$	1,343	(6)	$	—	$	—	$	(107	)	$	—		$	20,200
BXP's share of gains on sale of real estate		—		—		(17,989	)		—			—		—		—			—			(17,989	)
BXP's share of losses from early extinguishment of debt		—		—		72			—			—		—		—			—			72
BXP’s share of depreciation & amortization		602		755		270			371			—		—		255			—			2,253

BXP’s share of Funds from Operations (FFO)	$	915	$	1,408	$	351		$	1,714		$	—	$	—	$	148		$	—		$	4,536

(1)	Property is currently not in service (i.e., under construction or undeveloped land).

(2)

Represents the Company’s interest in the joint venture entity that owns the land and infrastructure, as well as a nominal interest in the retail component of the project. The entity that will develop the office component of the project, of which the Company has a 66.67% interest, has been consolidated within the accounts of the Company.

(3)	For additional information on the Value-Added Fund, see page 19. Information presented includes costs which relate to the organization and operations of the Value-Added Fund.

(4)	Represents the Company’s share.

(5)	The net impact of the straight-line rent adjustment and fair value lease revenue (SFAS 141) increased (decreased) revenue by approximately $549 and ($360), respectively, for the three months ended September 30, 2006.

(6)	Reflects the changes in the allocation percentages pursuant to the achievement of specified investment return thresholds as provided for in the joint venture agreement.

Boston Properties, Inc.

Third Quarter 2006

UNCONSOLIDATED JOINT VENTURE DEBT ANALYSIS (*)

Debt Maturities and Principal Payments by Property

(in thousands)


Property	2006			2007			2008			2009			2010			Thereafter			Total
Metropolitan Square (51%)	$	232		$	978		$	1,061		$	1,152		$	63,437		$	—		$	66,860
Market Square North (50%)		257			1,081			1,167			1,260			41,548			—			45,313
901 New York Avenue (25%)		—			—			554			635			669			40,642			42,500
505 9th Street (50%)		—			—			—			—			—			14,049			14,049	(1)
Wisconsin Place (23.89%)		(31	)		1,429			1,395			11,086						—			13,879	(2)
New York Land Venture (50%)		—			—			11,800			—			—			—			11,800

	$	458		$	3,488		$	15,977		$	14,133		$	105,654		$	54,691		$	194,401

Weighted Average Rate (2)		7.95	%		7.95	%		7.55	%		6.99	%		8.00	%		5.41	%		7.15	%

% of Total Debt		0.24	%		1.79	%		8.22	%		7.27	%		54.35	%		28.13	%		100.00	%

Floating and Fixed Rate Debt Analysis


	% of Total Debt		Weighted Average Rate		Weighted Average Maturity
Floating Rate Debt	15.84	%	7.12	%	1.8 years
Fixed Rate Debt	84.16	%	7.16	%	5.4 years

Total Debt	100.00	%	7.15	%	4.9 years

(*)	All amounts represent the Company’s share. Amounts exclude the Value-Added Fund, see page 19 for additional information on debt pertaining to the Value-Added Fund.

(1)

Amount represents outstanding construction financing under a $60.0 million loan commitment (of which the Company’s share is $30.0 million), which bears interest at a fixed rate of 5.73% per annum, and a $35.0 million loan commitment (of which the Company’s share is $17.5 million), which bears interest at a variable rate of LIBOR plus 1.25% per annum. The financing is convertible to a ten-year fixed rate loan in October 2007 at an interest rate of 5.73% per annum with a provision for an increase in the borrowing capacity by $35.0 million (of which the Company’s share would be $17.5 million). The conversion is subject to conditions which the Company expects to satisfy.

(2)

Approximately $10.1 million represents construction loan financing which matures in 2009. The remaining amount represents a seller financed non-interest bearing purchase money mortgage and includes adjustments to reflect the fair value of the note. The weighted-average interest rates exclude the impact of this loan.

Boston Properties, Inc.

Third Quarter 2006

Boston Properties Office Value-Added Fund, L.P.

On October 25, 2004, the Company formed Boston Properties Office Value-Added Fund, L.P. (the “Value-Added Fund”), a strategic partnership with third parties, to pursue the acquisition of value-added investments in non-core office assets within the Company’s existing markets. The Company intends to leverage its regional operating platform to source and acquire properties that will generate opportunity for value creation through repositioning, capital improvements and/or leasing strategies. The Value-Added Fund has total equity commitments of $140 million. The investment period expires on October 25, 2006. The Company will receive asset management, property management, leasing and redevelopment fees and, if certain return thresholds are achieved, will be entitled to an additional promoted interest.

The Company’s interest in the Value-Added Fund is 25%. The investment in the Value-Added Fund is not included in the Company’s portfolio information tables or any other portfolio level statistics.

Property Information


Property Name	Number of Buildings	Square Feet	Leased %		Annual Revenue per leased SF		Mortgage Notes Payable (1)
Worldgate Plaza, Herndon, VA	4	322,328	75.0	%	$	33.40	$	14,250	(2)
300 Billerica Road, Chelmsford, MA	1	110,882	100.0	%		7.14		1,875	(3)
Circle Star, San Carlos, CA	2	205,994	88.0	%		46.46		10,500	(4)

Total	7	639,204	83.5	%	$	32.37	$	26,625

Results of Operations

(unaudited and in thousands)

for the three months ended September 30, 2006


	Value-Added Fund
REVENUE

Total revenue (5)	$	2,784

EXPENSES
Operating		894

SUBTOTAL		1,890

Interest		1,298
Depreciation and amortization		1,020

NET LOSS	$	(428	)

Company’s share of net loss	$	(107	)
Company’s share of depreciation & amortization		255

Company’s share of Funds from Operations (FFO)	$	148

The Company’s Equity in the Value-Added Fund	$	10,371

(1)	Represents the Company’s share.

(2)	The mortgage bears interest at LIBOR plus 0.89% per annum and matures December 1, 2007 with two one-year extension options. As of September 30, 2006, the interest rate was 6.22% per annum.

(3)	The mortgage bears interest at a fixed rate of 5.69% and matures on January 1, 2016.

(4)	The mortgage bears interest at a fixed rate of 6.57% and matures on September 1, 2013.

(5)	The net impact of the straight-line rent adjustment and fair value lease revenue (SFAS 141) increased (decreased) revenue by approximately $90 and ($360), respectively for the three months ended September 30, 2006.

Boston Properties, Inc.

Third Quarter 2006

PORTFOLIO OVERVIEW

Rentable Square Footage and Percentage of Consolidated Net Operating Income of In-Service Properties by Location and Type of Property for the Quarter Ended September 30, 2006 (1) (2)


Geographic Area	Square Feet Office (3)		% of NOI Office (4)		Square Feet Office/ Technical		% of NOI Office/ Technical (4)		Square Feet Total (3)		Square Feet % of Total		% of NOI Hotel (4)		% of NOI Total (4)
Greater Boston	7,689,180		20.8	%	776,234		2.3	%	8,465,414		27.5	%	2.7	%	25.8	%
Greater Washington	7,781,784	(5)	17.9	%	858,583		1.4	%	8,640,367	(5)	28.1	%	—		19.3	%
Greater San Francisco	4,758,102		13.0	%	—		—		4,758,102		15.4	%	—		13.0	%
Midtown Manhattan	6,617,112		38.0	%	—		—		6,617,112		21.5	%	—		38.0	%
Princeton/East Brunswick, NJ	2,319,712		3.9	%	—		—		2,319,712		7.5	%	—		3.9	%

	29,165,890		93.6	%	1,634,817		3.7	%	30,800,707		100.0	%	2.7	%	100.0	%

% of Total	94.7	%			5.3	%			100.0	%

Percentage of Net Operating Income of In-Service Properties

by Location and Type of Property (2) (4)


Geographic Area	CBD		Suburban		Total
Greater Boston	18.4	%	7.4	%	25.8	%
Greater Washington	6.3	%	13.0	%	19.3	%
Greater San Francisco	10.9	%	2.1	%	13.0	%
Midtown Manhattan	38.0	%	—		38.0	%
Princeton/East Brunswick, NJ	—		3.9	%	3.9	%

Total	73.6	%	26.4	%	100.0	%

Hotel Properties


	Number of Rooms	Square Feet
Hotel Properties
Long Wharf Marriott, Boston, MA	402	420,000
Cambridge Center Marriott, Cambridge, MA	431	330,400

Total Hotel Properties	833	750,400

Structured Parking


	Number of Spaces	Square Feet
Total Structured Parking	31,709	9,720,288

(1)	For disclosures relating to our definition of In-Service Properties, see page 51.

(2)

Net Operating Income is a non-GAAP financial measure. For a quantitative reconciliation of consolidated NOI to net income available to common shareholders, see page 44. For disclosures relating to our use of NOI see page 51. NOI from unconsolidated joint ventures has been excluded from consolidated NOI.

(3)	Includes approximately 1,300,000 square feet of retail space.

(4)	The calculation for percentage of Net Operating Income excludes termination income.

(5)	Includes 586,478 square feet at Metropolitan Square which is 51% owned by Boston Properties, 401,279 square feet at Market Square North which is 50% owned by Boston Properties and 539,229 square feet at 901 New York Avenue which is 25% owned by Boston Properties.

Boston Properties, Inc.

Third Quarter 2006

In-Service Property Listing

as of September 30, 2006


						Annualized		Encumbered		Central
						Revenue		with secured		Business
		Number of				Per		debt		District (CBD) or
	Sub Market	Buildings	Square Feet	Leased%		Leased SF		(Y/N)		Suburban (S)
Greater Boston
Office
800 Boylston Street - The Prudential Center	CBD Boston MA	1	1,183,449	88.0	%	$	38.03	Y		CBD
111 Huntington Avenue - The Prudential Center	CBD Boston MA	1	857,386	100.0	%		51.32	N		CBD
101 Huntington Avenue - The Prudential Center	CBD Boston MA	1	505,939	95.5	%		37.23	Y		CBD
The Shops at the Prudential Center	CBD Boston MA	1	494,178	93.6	%		65.82	Y	(1)	CBD
Shaws Supermarket at the Prudential Center	CBD Boston MA	1	57,235	100.0	%		50.50	N		CBD
One Cambridge Center	East Cambridge MA	1	215,385	77.7	%		40.72	N		CBD
Three Cambridge Center	East Cambridge MA	1	108,152	100.0	%		28.94	N		CBD
Eight Cambridge Center	East Cambridge MA	1	177,226	100.0	%		35.39	Y		CBD
Ten Cambridge Center	East Cambridge MA	1	152,664	100.0	%		37.00	Y		CBD
Eleven Cambridge Center	East Cambridge MA	1	79,616	100.0	%		51.92	N		CBD
University Place	Mid-Cambridge MA	1	195,282	100.0	%		38.57	Y		CBD
Reservoir Place	Route 128 Mass Turnpike MA	1	526,998	87.3	%		31.37	Y		S
Reservoir Place North	Route 128 Mass Turnpike MA	1	73,258	97.5	%		30.49	N		S
140 Kendrick Street	Route 128 Mass Turnpike MA	3	380,987	100.0	%		29.17	Y		S
(2) Prospect Place	Route 128 Mass Turnpike MA	1	297,287	69.0	%		27.13	N		S
Waltham Office Center	Route 128 Mass Turnpike MA	3	129,041	92.3	%		28.63	N		S
195 West Street	Route 128 Mass Turnpike MA	1	63,500	100.0	%		53.00	N		S
200 West Street	Route 128 Mass Turnpike MA	1	248,311	92.1	%		33.34	N		S
Waltham Weston Corporate Center	Route 128 Mass Turnpike MA	1	306,789	98.1	%		34.21	N		S
10 & 20 Burlington Mall Road	Route 128 Northwest MA	2	153,048	92.0	%		22.10	Y		S
Bedford Business Park	Route 128 Northwest MA	1	89,961	16.3	%		20.67	Y		S
32 Hartwell Avenue	Route 128 Northwest MA	1	69,154	100.0	%		29.84	N		S
91 Hartwell Avenue	Route 128 Northwest MA	1	121,425	100.0	%		24.41	Y		S
92 Hayden Avenue	Route 128 Northwest MA	1	31,100	100.0	%		53.22	N		S
100 Hayden Avenue	Route 128 Northwest MA	1	55,924	100.0	%		21.04	N		S
33 Hayden Avenue	Route 128 Northwest MA	1	80,128	100.0	%		30.70	N		S
Lexington Office Park	Route 128 Northwest MA	2	166,689	95.1	%		24.00	N		S
191 Spring Street	Route 128 Northwest MA	1	158,900	100.0	%		29.57	N		S
181 Spring Street	Route 128 Northwest MA	1	55,793	89.8	%		31.52	N		S
201 Spring Street	Route 128 Northwest MA	1	102,500	100.0	%		36.63	N		S
40 Shattuck Road	Route 128 Northwest MA	1	120,000	95.6	%		28.33	N		S
Quorum Office Park	Route 128 Northwest MA	2	259,918	100.0	%		21.27	N		S
Newport Office Park	Route 128 South MA	1	171,957	100.0	%		20.70	N		S

		40	7,689,180	92.9	%	$	37.30

Office/Technical
(2) Seven Cambridge Center	East Cambridge MA	1	231,028	100.0	%		76.31	N		CBD
Fourteen Cambridge Center	East Cambridge MA	1	67,362	100.0	%		22.19	N		CBD
Bedford Business Park	Route 128 Northwest MA	2	383,704	33.9	%		19.06	Y		S
17 Hartwell Avenue	Route 128 Northwest MA	1	30,000	100.0	%		15.00	N		S
164 Lexington Road	Route 128 Northwest MA	1	64,140	100.0	%		12.50	N		S

		6	776,234	67.3	%	$	43.74

Total Greater Boston:		46	8,465,414	90.5	%	$	37.74

Boston Properties, Inc.

Third Quarter 2006

In-Service Property Listing (continued)

as of September 30, 2006


						Annualized		Encumbered	Central
						Revenue		with secured	Business
		Number of				Per		debt	District (CBD) or
	Sub Market	Buildings	Square Feet	Leased%		Leased SF		(Y/N)	Suburban (S)
Greater Washington, DC
Office
(2) Capital Gallery	Southwest Washington DC	1	614,467	79.6	%	$	41.07	Y	CBD
500 E Street, S. W.	Southwest Washington DC	1	246,057	100.0	%		34.83	N	CBD
Metropolitan Square (51% ownership)	East End Washington DC	1	586,478	100.0	%		44.50	N	CBD
1301 New York Avenue	East End Washington DC	1	188,358	100.0	%		30.92	Y	CBD
Market Square North (50% ownership)	East End Washington DC	1	401,279	100.0	%		51.00	Y	CBD
901 New York Avenue (25% ownership)	CBD Washington DC	1	539,229	99.4	%		51.55	Y	CBD
1333 New Hampshire Avenue	CBD Washington DC	1	315,371	100.0	%		43.93	N	CBD
1330 Connecticut Avenue	CBD Washington DC	1	252,136	99.6	%		49.52	Y	CBD
Sumner Square	CBD Washington DC	1	208,665	88.9	%		40.67	Y	CBD
Democracy Center	Montgomery County MD	3	685,804	79.7	%		32.33	Y	S
Montvale Center	Montgomery County MD	1	122,737	89.1	%		24.59	Y	S
2600 Tower Oaks Boulevard	Montgomery County MD	1	178,887	100.0	%		38.10	N	S
Orbital Sciences 1,2&3	Loudoun County	3	337,228	100.0	%		25.76	N	S
One Freedom Square	Fairfax County VA	1	414,207	100.0	%		34.45	Y	S
Two Freedom Square	Fairfax County VA	1	421,676	100.0	%		38.25	N	S
One Reston Overlook	Fairfax County VA	1	312,685	100.0	%		26.11	N	S
Two Reston Overlook	Fairfax County VA	1	134,317	90.4	%		27.36	N	S
One and Two Discovery Square	Fairfax County VA	2	367,018	100.0	%		39.07	N	S
New Dominion Technology Park - Building One	Fairfax County VA	1	235,201	100.0	%		32.01	Y	S
New Dominion Technology Park - Building Two	Fairfax County VA	1	257,400	100.0	%		40.70	Y	S
Reston Corporate Center	Fairfax County VA	2	261,046	100.0	%		30.90	Y	S
(2) 12290 Sunrise Valley	Fairfax County VA	1	182,424	100.0	%		33.20	N	S
12300 Sunrise Valley	Fairfax County VA	1	255,244	100.0	%		33.45	N	S
12310 Sunrise Valley	Fairfax County VA	1	263,870	100.0	%		32.24	N	S

		30	7,781,784	95.9	%	$	38.02

Office/Technical
Broad Run Business Park	Loudoun County	1	128,646	100.0	%		19.24	N	S
7435 Boston Boulevard	Fairfax County VA	1	103,557	100.0	%		18.90	N	S
7451 Boston Boulevard	Fairfax County VA	1	47,001	100.0	%		21.39	N	S
7450 Boston Boulevard	Fairfax County VA	1	62,402	100.0	%		19.41	N	S
7374 Boston Boulevard	Fairfax County VA	1	57,321	100.0	%		15.53	N	S
8000 Grainger Court	Fairfax County VA	1	88,775	100.0	%		16.92	N	S
7500 Boston Boulevard	Fairfax County VA	1	79,971	100.0	%		14.92	N	S
7501 Boston Boulevard	Fairfax County VA	1	75,756	100.0	%		23.90	N	S
7601 Boston Boulevard	Fairfax County VA	1	103,750	100.0	%		14.31	N	S
7375 Boston Boulevard	Fairfax County VA	1	26,865	100.0	%		19.62	N	S
8000 Corporate Court	Fairfax County VA	1	52,539	100.0	%		16.44	N	S
7300 Boston Boulevard	Fairfax County VA	1	32,000	100.0	%		24.66	N	S

		12	858,583	100.0	%	$	18.30

Total Greater Washington:		42	8,640,367	96.3	%	$	35.99

Boston Properties, Inc.

Third Quarter 2006

In-Service Property Listing (continued)

as of September 30, 2006


						Annualized		Encumbered		Central
						Revenue		with secured		Business
		Number of				Per		debt		District (CBD) or
	Sub Market	Buildings	Square Feet	Leased%		Leased SF		(Y/N)		Suburban (S)
Midtown Manhattan
Office
599 Lexington Avenue	Park Avenue NY	1	1,016,218	100.0	%	$	67.69	Y	(3)	CBD
Citigroup Center	Park Avenue NY	1	1,569,671	99.9	%		66.84	Y		CBD
399 Park Avenue	Park Avenue NY	1	1,690,657	100.0	%		74.78	N		CBD
Times Square Tower	Times Square NY	1	1,238,787	99.6	%		61.76	Y		CBD
5 Times Square	Times Square NY	1	1,101,779	100.0	%		54.97	N		CBD

Total Midtown Manhattan:		5	6,617,112	99.9	%	$	66.08

Princeton/East Brunswick, NJ
Office
101 Carnegie Center	Princeton NJ	1	123,659	100.0	%	$	26.69	N		S
104 Carnegie Center	Princeton NJ	1	102,830	88.4	%		31.21	N		S
105 Carnegie Center	Princeton NJ	1	70,029	81.1	%		29.19	N		S
201 Carnegie Center	Princeton NJ	—	6,500	100.0	%		28.38	N		S
202 Carnegie Center	Princeton NJ	1	128,705	82.3	%		29.90	Y		S
206 Carnegie Center	Princeton NJ	1	161,763	100.0	%		30.81	Y		S
210 Carnegie Center	Princeton NJ	1	161,776	74.5	%		32.11	N		S
211 Carnegie Center	Princeton NJ	1	47,025	100.0	%		29.34	N		S
212 Carnegie Center	Princeton NJ	1	149,398	98.6	%		35.01	N		S
214 Carnegie Center	Princeton NJ	1	150,774	76.8	%		31.00	Y		S
302 Carnegie Center	Princeton NJ	1	64,726	100.0	%		34.89	N		S
502 Carnegie Center	Princeton NJ	1	116,855	93.4	%		33.55	N		S
504 Carnegie Center	Princeton NJ	1	121,990	100.0	%		30.85	Y		S
506 Carnegie Center	Princeton NJ	1	136,213	100.0	%		35.19	Y		S
508 Carnegie Center	Princeton NJ	1	131,085	100.0	%		30.00	Y		S
510 Carnegie Center	Princeton NJ	1	234,160	100.0	%		25.00	Y		S
One Tower Center	East Brunswick NJ	1	412,224	64.9	%		36.19	N		S

Total Princeton/East Brunswick, NJ:		16	2,319,712	88.0	%	$	31.39

Greater San Francisco
Office
Embarcadero Center One	CBD San Francisco CA	1	819,320	75.2	%	$	45.17	Y		CBD
Embarcadero Center Two	CBD San Francisco CA	1	770,231	88.2	%		46.48	Y		CBD
Embarcadero Center Three	CBD San Francisco CA	1	770,972	90.6	%		40.69	Y		CBD
Embarcadero Center Four	CBD San Francisco CA	1	933,902	93.0	%		57.47	Y		CBD
611 Gateway	South San Francisco CA	1	256,302	100.0	%		31.04	N		S
601 and 651 Gateway	South San Francisco CA	2	505,938	87.7	%		26.39	N		S
(2) 303 Almaden	San Jose, CA	1	157,537	100.0	%	$	26.90	N		CBD
(2) 3200 Zanker Road	San Jose, CA	4	543,900	100.0	%	$	11.93	N		S

Total Greater San Francisco:		12	4,758,102	89.6	%	$	39.43

Total In-Service Properties:		121	30,800,707	93.8	%	$	43.53

(1)	93,797 square feet of space is unencumbered.

(2)	Not included in same property analysis.

(3)	The mortgage loan secured by 599 Lexington Avenue was refinanced through a secured draw on the Company's revolving line of credit facility, which facility expires on August 3, 2010.

Boston Properties, Inc.

Third Quarter 2006

TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION

TOP 20 TENANTS BY SQUARE FEET LEASED


Tenant		Sq. Ft.		% of Portfolio
1	US Government	1,624,697	(1)	5.27	%
2	Lockheed Martin	1,294,292		4.20	%
3	Ernst & Young	1,164,969		3.78	%
4	Citibank NA	1,127,213		3.66	%
5	Shearman & Sterling	562,808		1.83	%
6	Genentech	553,799		1.80	%
7	Gillette	484,051		1.57	%
8	Lehman Brothers	436,723		1.42	%
9	Kirkland & Ellis	425,816	(2)	1.38	%
10	Parametric Technology	380,987		1.24	%
11	Washington Group International	365,245		1.19	%
12	Finnegan Henderson Farabow	349,146	(3)	1.13	%
13	Ann Taylor	338,942		1.10	%
14	Orbital Sciences	337,228		1.09	%
15	Northrop Grumman	327,677		1.06	%
16	Bingham McCutchen	291,415		0.95	%
17	Akin Gump Strauss Hauer & Feld	290,132		0.94	%
18	MIT	276,851		0.90	%
19	O’Melveny & Myers	268,733		0.87	%
20	Accenture	263,878		0.86	%

	Total % of Portfolio Square Feet			36.25	%
	Total % of Portfolio Revenue			39.41	%

TENANT DIVERSIFICATION (GROSS RENT) *

LOGO

*	The classification of the Company’s tenants is based on the U.S. Government’s North American Industry Classification System (NAICS), which has replaced the Standard Industrial Classification (SIC) system.

Major Future Signed Deals


Tenant	Property	Sq. Ft.
DLA Piper Rudnick Gray Cary US LLP	505 9th Street	231,748	(4)

(1)	Includes 96,660 square feet of space in properties in which Boston Properties has a 51% and 50% interest.

(2)	Includes 156,576 square feet of space in a property in which Boston Properties has a 51% interest.

(3)	Includes 251,941 square feet of space in a property in which Boston Properties has a 25% interest.

(4)	Property is currently in development. Boston Properties has a 50% interest in this property.

Boston Properties, Inc.

Third Quarter 2006

IN-SERVICE OFFICE PROPERTIES

Lease Expirations


Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Current Annualized Revenues Under Expiring Leases p.s.f.		Annualized Revenues Under Expiring Leases with future step-ups		Annualized Revenues Under Expiring Leases with future step-ups - p.s.f.		Percentage of Total Square Feet
2006	237,960	$	10,536,112	$	44.28	$	10,634,551	$	44.69	0.85	%
2007	1,435,511		57,132,126		39.80		57,291,233		39.91	5.15	%
2008	1,462,367		60,783,596		41.57		62,096,823		42.46	5.25	%
2009	2,571,613		96,460,905		37.51		101,249,376		39.37	9.23	%
2010	2,449,619		89,981,430		36.73		95,211,084		38.87	8.79	%
2011	2,715,116		111,894,777		41.21		119,978,201		44.19	9.75	%
2012	2,166,758		88,166,728		40.69		95,870,726		44.25	7.78	%
2013	601,741		25,006,659		41.56		30,581,723		50.82	2.16	%
2014	1,862,973		63,631,352		34.16		71,172,605		38.20	6.69	%
2015	1,452,134		53,297,909		36.70		62,054,837		42.73	5.21	%
Thereafter	8,942,759		475,177,894		53.14		570,741,921		63.82	32.10	%

Occupancy By Location*


	CBD				Suburban				Total
Location	30-Sep-06		30-Sep-05		30-Sep-06		30-Sep-05		30-Sep-06		30-Sep-05
Midtown Manhattan	99.9	%	97.6	%	n/a		n/a		99.9	%	97.6	%
Greater Boston	93.9	%	93.6	%	91.7	%	90.2	%	92.9	%	92.1	%
Greater Washington	95.4	%	98.8	%	96.3	%	96.9	%	95.9	%	97.6	%
Greater San Francisco	87.5	%	88.2	%	95.2	%	74.7	%	89.6	%	85.9	%
Princeton/East Brunswick, NJ	n/a		n/a		88.0	%	86.7	%	88.0	%	86.7	%

Total Portfolio	95.2	%	95.0	%	93.1	%	91.0	%	94.4	%	93.5	%

*	Includes approximately 1,300,000 square feet of retail space.

Boston Properties, Inc.

Third Quarter 2006

IN-SERVICE OFFICE/TECHNICAL PROPERTIES

Lease Expirations


Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Current Annualized Revenues Under Expiring Leases p.s.f.		Annualized Revenues Under Expiring Leases with future step-ups		Annualized Revenues Under Expiring Leases with future step-ups - p.s.f.		Percentage of Total Square Feet



2006	13,408	$	266,032	$	19.84	$	266,032	$	19.84	0.82	%
2007	269,850		4,999,940		18.53		5,039,207		18.67	16.51	%
2008	70,440		1,402,747		19.91		1,441,110		20.46	4.31	%
2009	78,908		1,586,474		20.11		1,666,038		21.11	4.83	%
2010	132,510		2,056,944		15.52		2,122,930		16.02	8.11	%
2011	57,321		890,329		15.53		890,329		15.53	3.51	%
2012	124,412		2,684,274		21.58		2,828,601		22.74	7.61	%
2013	80,000		1,490,745		18.63		1,570,745		19.63	4.89	%
2014	285,972		5,215,404		18.24		5,898,872		20.63	17.49	%
2015	—		—		—		—		—	—
Thereafter	225,532		17,481,094		77.51		17,781,051		78.84	13.80	%

Occupancy By Location


	CBD				Suburban				Total
Location	30-Sep-06		30-Sep-05		30-Sep-06		30-Sep-05		30-Sep-06		30-Sep-05
Midtown Manhattan	n/a		n/a		n/a		n/a		n/a		n/a
Greater Boston	100.0	%	100.0	%	46.9	%	100.0	%	67.3	%	100.0	%
Greater Washington	n/a		n/a		100.0	%	96.1	%	100.0	%	96.1	%
Greater San Francisco	n/a		n/a		n/a		n/a		n/a		n/a
Princeton/East Brunswick, NJ	n/a		n/a		n/a		n/a		n/a		n/a

Total Portfolio	100.0	%	100.0	%	81.0	%	97.5	%	84.5	%	97.6	%

Boston Properties, Inc.

Third Quarter 2006

IN-SERVICE RETAIL PROPERTIES

Lease Expirations


Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Current Annualized Revenues Under Expiring Leases p.s.f.			Annualized Revenues Under Expiring Leases with future step-ups		Annualized Revenues Under Expiring Leases with future step-ups - p.s.f.			Percentage of Total Square Feet



2006	8,899	$	1,046,303	$	117.58	(1)	$	1,084,883	$	121.91	(1)	0.72	%
2007	51,408	$	3,732,028		72.60	(2)	$	3,855,845		75.00	(2)	4.14	%
2008	67,961	$	4,121,332		60.64		$	4,133,724		60.82		5.47	%
2009	65,903	$	3,198,495		48.53		$	3,250,949		49.33		5.30	%
2010	99,548	$	3,438,905		34.55		$	3,556,815		35.73		8.01	%
2011	67,983	$	4,016,149		59.08		$	4,445,908		65.40		5.47	%
2012	97,737	$	5,079,981		51.98		$	5,467,984		55.95		7.86	%
2013	64,052	$	5,755,277		89.85		$	6,222,950		97.15		5.15	%
2014	49,237	$	4,393,115		89.22		$	4,940,481		100.34		3.96	%
2015	84,728	$	8,174,054		96.47		$	8,827,770		104.19		6.82	%
Thereafter	585,467	$	34,138,690		58.31		$	42,438,561		72.49		47.10	%

(1)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $36.11 and $36.11 in 2006.

(2)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $55.55 and $59.72 in 2007.

Boston Properties, Inc.

Third Quarter 2006

GRAND TOTAL OF ALL

IN-SERVICE PROPERTIES

Lease Expirations


Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Current Annualized Revenues Under Expiring Leases p.s.f.		Annualized Revenues Under Expiring Leases with future step-ups		Annualized Revenues Under Expiring Leases with future step-ups - p.s.f.		Percentage of Total Square Feet



2006	260,267	$	11,848,447	$	45.52	$	11,985,466	$	46.05	0.8	%
2007	1,756,769		65,864,094		37.49		66,186,284		37.68	5.7	%
2008	1,600,768		66,307,676		41.42		67,671,657		42.27	5.2	%
2009	2,716,424		101,245,873		37.27		106,166,364		39.08	8.8	%
2010	2,681,677		95,477,279		35.60		100,890,829		37.62	8.7	%
2011	2,840,420		116,801,255		41.12		125,314,438		44.12	9.2	%
2012	2,388,907		95,930,982		40.16		104,167,312		43.60	7.8	%
2013	745,793		32,252,682		43.25		38,375,418		51.46	2.4	%
2014	2,198,182		73,239,870		33.32		82,011,957		37.31	7.1	%
2015	1,536,862		61,471,963		40.00		70,882,606		46.12	5.0	%
Thereafter	9,753,758		526,797,677		54.01		630,961,534		64.69	31.7	%

Occupancy By Location


	CBD				Suburban				Total
Location	30-Sep-06		30-Sep-05		30-Sep-06		30-Sep-05		30-Sep-06		30-Sep-05
Midtown Manhattan	99.9	%	97.6	%	n/a		n/a		99.9	%	97.6	%
Greater Boston	94.4	%	93.7	%	86.6	%	88.0	%	90.5	%	91.0	%
Greater Washington	95.4	%	98.8	%	96.9	%	96.7	%	96.3	%	97.5	%
Greater San Francisco	87.5	%	88.2	%	95.2	%	74.7	%	89.6	%	85.9	%
Princeton/East Brunswick, NJ	n/a		n/a		88.0	%	86.7	%	88.0	%	86.7	%

Total Portfolio	95.3	%	95.0	%	91.9	%	90.6	%	93.8	%	93.3	%

Boston Properties, Inc.

Third Quarter 2006

IN-SERVICE GREATER BOSTON PROPERTIES

Lease Expirations - Greater Boston


	OFFICE									OFFICE/TECHNICAL
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot



2006	68,785	$	2,074,057	$	30.15	$	2,075,970	$	30.18	—	$	—	$	—	$	—	$	—
2007	510,634		19,425,895		38.04		19,527,288		38.24	144,140		2,238,817		15.53		2,270,887		15.75
2008	640,980		20,244,772		31.58		20,721,538		32.33	—		—		—		—		—
2009	1,342,647		48,120,352		35.84		51,601,694		38.43	—		—		—		—		—
2010	401,255		12,790,220		31.88		13,344,452		33.26	—		—		—		—		—
2011	1,272,244		47,538,465		37.37		51,462,739		40.45	—		—		—		—		—
2012	822,808		29,859,124		36.29		31,552,193		38.35	72,362		1,684,295		23.28		1,850,860		25.58
2013	223,625		10,434,025		46.66		11,481,534		51.34	80,000		1,490,745		18.63		1,570,745		19.63
2014	521,365		19,087,397		36.61		20,277,262		38.89	—		—		—		—		—
2015	192,972		7,558,298		39.17		8,168,954		42.33	—		—		—		—		—
Thereafter	386,720		13,260,906		34.29		16,984,318		43.92	225,532		17,481,094		77.51		17,781,051		78.84


	Retail										Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot



2006	182	$	770,540	$	4,233.74	$	809,120	$	4,445.71	(1)	68,967	$	2,844,597	$	41.25	$	2,885,090	$	41.83
2007	10,323		1,797,067		174.08		1,681,783		162.92	(2)	665,097		23,461,779		35.28		23,479,958		35.30
2008	13,645		1,457,549		106.82		1,406,410		103.07		654,625		21,702,321		33.15		22,127,947		33.80
2009	9,543		1,076,177		112.77		1,085,285		113.73		1,352,190		49,196,529		36.38		52,686,980		38.96
2010	41,291		739,345		17.91		739,345		17.91		442,546		13,529,565		30.57		14,083,797		31.82
2011	18,096		1,159,451		64.07		1,297,718		71.71		1,290,340		48,697,916		37.74		52,760,457		40.89
2012	53,229		2,206,561		41.45		2,250,765		42.28		948,399		33,749,980		35.59		35,653,817		37.59
2013	22,362		2,939,811		131.46		3,063,979		137.02		325,987		14,864,581		45.60		16,116,258		49.44
2014	19,902		2,235,078		112.30		2,394,623		120.32		541,267		21,322,476		39.39		22,671,885		41.89
2015	43,651		5,919,400		135.61		6,242,245		143.00		236,623		13,477,698		56.96		14,411,199		60.90
Thereafter	391,070		15,158,540		38.76		17,516,442		44.79		1,003,322		45,900,540		45.75		52,281,811		52.11

(1)	Excluding kiosks with one square feet at the Prudential Center, current and future expiring rents would be $362.57 and $362.57 in 2006.

(2)	Excluding kiosks with one square feet at the Prudential Center, current and future expiring rents would be $89.26 and $86.84 in 2007.

Boston Properties, Inc.

Third Quarter 2006

IN-SERVICE GREATER BOSTON PROPERTIES

Quarterly Lease Expirations - Greater Boston


	OFFICE										OFFICE/TECHNICAL
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot



Q1 2006	—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2006	—		—		—		—		—		—		—		—		—		—
Q3 2006	—		—		—		—		—		—		—		—		—		—
Q4 2006	68,785		2,074,057		30.15		2,075,970		30.18		—		—		—		—		—

Total 2006	68,785	$	2,074,057	$	30.15	$	2,075,970	$	30.18		—		—		—		—		—

Q1 2007	67,987	$	2,561,505	$	37.68	$	2,561,505	$	37.68		—	$	—	$	—	$	—	$	—
Q2 2007	164,007		5,924,664		36.12		5,933,665		36.18		—		—		—		—		—
Q3 2007	78,876		3,221,411		40.84		3,221,411		40.84		144,140		2,238,817		15.53		2,270,887		15.75
Q4 2007	199,764		7,718,315		38.64		7,810,707		39.10		—		—		—		—		—

Total 2007	510,634	$	19,425,895	$	38.04	$	19,527,288	$	38.24		144,140		2,238,817		15.53		2,270,887		15.75


	Retail										Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2006	—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2006	—		—		—		—		—		—		—		—		—		—
Q3 2006	—		—		—		—		—		—		—		—		—		—
Q4 2006	182		770,540		4,233.74		809,120		4,445.71		68,967		2,844,597		41.25		2,885,090		41.83

Total 2006	182		770,540	$	4,233.74	$	809,120	$	4,445.71	(1)	68,967	$	2,844,597	$	41.25	$	2,885,090	$	41.83

Q1 2007	8,391	$	778,537.32	$	92.78		704,737	$	83.99		76,378	$	3,340,042	$	43.73	$	3,266,242	$	42.76
Q2 2007	1,702		744,058		437.17		710,674		417.55		165,709		6,668,722		40.24		6,644,339		40.10
Q3 2007	4		232,896		58,224.00		224,796		56,199.00		223,020		5,693,124		25.53		5,717,094		25.63
Q4 2007	226		41,575		183.96		41,575		183.96		199,990		7,759,890		38.80		7,852,282		39.26

Total 2007	10,323	$	1,797,066.60	$	174.08	$	1,681,782.60	$	162.92	(2)	665,097	$	23,461,779	$	35.28	$	23,479,958	$	35.30

(1)	Excluding kiosks with one square feet at the Prudential Center, current and future expiring rents would be $362.57 and $362.57 in 2006.

(2)	Excluding kiosks with one square feet at the Prudential Center, current and future expiring rents would be $89.26 and $86.84 in 2007.

Boston Properties, Inc.

Third Quarter 2006

IN-SERVICE GREATER WASHINGTON PROPERTIES

Lease Expirations - Greater Washington


	OFFICE									OFFICE/TECHNICAL
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2006	21,960	$	593,093	$	27.01	$	593,093	$	27.01	13,408	$	266,032	$	19.84	$	266,032	$	19.84
2007	155,535		5,833,833		37.51		5,866,213		37.72	125,710		2,761,122		21.96		2,768,319		22.02
2008	154,823		5,392,275		34.83		5,579,401		36.04	70,440		1,402,747		19.91		1,441,110		20.46
2009	706,062		24,699,406		34.98		25,344,323		35.90	78,908		1,586,474		20.11		1,666,038		21.11
2010	921,612		36,695,872		39.82		39,096,850		42.42	132,510		2,056,944		15.52		2,122,930		16.02
2011	758,397		26,527,681		34.98		29,499,337		38.90	57,321		890,329		15.53		890,329		15.53
2012	998,972		36,349,592		36.39		40,304,847		40.35	52,050		999,979		19.21		977,741		18.78
2013	65,364		1,950,940		29.85		2,271,411		34.75	—		—		—		—		—
2014	426,087		15,780,135		37.04		18,621,766		43.70	285,972		5,215,404		18.24		5,898,872		20.63
2015	710,870		27,047,073		38.05		32,225,757		45.33	—		—		—		—		—
Thereafter	2,210,942		92,003,758		41.61		110,882,998		50.15	—		—		—		—		—

	Retail									Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2006	8	$	40	$	5.00	$	40	$	5.00	35,376	$	859,165	$	24.29	$	859,165	$	24.29
2007	11,014		330,367		30.00		334,563		30.38	292,259		8,925,322		30.54		8,969,096		30.69
2008	18,152		772,376		42.55		793,255		43.70	243,415		7,567,399		31.09		7,813,766		32.10
2009	25,675		741,939		28.90		769,305		29.96	810,645		27,027,819		33.34		27,779,667		34.27
2010	20,590		797,491		38.73		865,754		42.05	1,074,712		39,550,307		36.80		42,085,534		39.16
2011	18,533		839,177		45.28		863,822		46.61	834,251		28,257,187		33.87		31,253,489		37.46
2012	7,519		173,706		23.10		195,877		26.05	1,058,541		37,523,277		35.45		41,478,466		39.18
2013	13,377		631,805		47.23		734,208		54.89	78,741		2,582,745		32.80		3,005,618		38.17
2014	9,602		419,396		43.68		495,769		51.63	721,661		21,414,934		29.67		25,016,407		34.67
2015	17,701		769,520		43.47		905,823		51.17	728,571		27,816,594		38.18		33,131,580		45.47
Thereafter	35,625		1,318,369		37.01		1,803,732		50.63	2,246,567		93,322,127		41.54		112,686,730		50.16

Boston Properties, Inc.

Third Quarter 2006

IN-SERVICE GREATER WASHINGTON PROPERTIES

Quarterly Lease Expirations - Greater Washington


	OFFICE									OFFICE/TECHNICAL
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2006	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2006	—		—		—		—		—	—		—		—		—		—
Q3 2006	—		—		—		—		—	—		—		—		—		—
Q4 2006	21,960		593,093		27.01		593,093		27.01	13,408		266,032		19.84		266,032		19.84

Total 2006	21,960	$	593,093	$	27.01	$	593,093	$	27.01	13,408	$	266,032	$	19.84	$	266,032	$	19.84

Q1 2007	13,083	$	437,764	$	33.46	$	437,764	$	33.46	—	$	—	$	—	$	—	$	—
Q2 2007	49,023		1,978,304		40.35		1,978,304		40.35	14,338		225,545		15.73		225,545		15.73
Q3 2007	71,450		2,652,141		37.12		2,662,554		37.26	—		—		—		—		—
Q4 2007	21,979		765,623		34.83		787,591		35.83	111,372		2,535,577		22.77		2,542,774		22.83

Total 2007	155,535	$	5,833,833	$	37.51	$	5,866,213	$	37.72	125,710	$	2,761,122	$	21.96	$	2,768,319	$	22.02


	Retail									Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2006	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2006	—		—		—		—		—	—		—		—		—		—
Q3 2006	—		—		—		—		—	—		—		—		—		—
Q4 2006	8		40		5.00		40		5.00	35,376		859,165		24.29		859,165		24.29

Total 2006	8	$	40	$	5.00		40	$	5.00	35,376	$	859,165	$	24.29		859,165	$	24.29

Q1 2007	752	$	26,436	$	35.15	$	26,436	$	35.15	13,835	$	464,201	$	33.55	$	464,201	$	33.55
Q2 2007	5,797		70,847		12.22		70,847		12.22	69,158		2,274,696		32.89		2,274,696		32.89
Q3 2007	—		—		—		—		—	71,450		2,652,141		37.12		2,662,554		37.26
Q4 2007	4,465		233,084		52.20		237,280		53.14	137,816		3,534,284		25.64		3,567,645		25.89

Total 2007	11,014	$	330,367	$	30.00	$	334,563	$	30.38	292,259	$	8,925,322	$	30.54	$	8,969,096	$	30.69

Boston Properties, Inc.

Third Quarter 2006

IN-SERVICE GREATER SAN FRANCISCO PROPERTIES

Lease Expirations - Greater San Francisco


	OFFICE									OFFICE/TECHNICAL
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2006	103,267	$	5,511,574	$	53.37	$	5,511,574	$	53.37	—	$	—	$	—	$	—	$	—
2007	367,552		16,311,582		44.38		16,336,915		44.45	—		—		—		—		—
2008	310,590		11,708,640		37.70		11,944,255		38.46	—		—		—		—		—
2009	150,760		6,749,260		44.77		6,858,057		45.49	—		—		—		—		—
2010	736,130		17,974,544		24.42		19,910,989		27.05	—		—		—		—		—
2011	242,026		19,936,774		82.37		20,278,648		83.79	—		—		—		—		—
2012	162,531		7,402,221		45.54		8,046,821		49.51	—		—		—		—		—
2013	108,232		4,036,277		37.29		4,592,271		42.43	—		—		—		—		—
2014	392,615		13,722,367		34.95		15,543,849		39.59	—		—		—		—		—
2015	328,278		10,372,655		31.60		12,239,710		37.28	—		—		—		—		—
Thereafter	1,084,460		43,067,832		39.71		49,365,067		45.52	—		—		—		—		—

	Retail									Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2006	8,401	$	218,662	$	26.03	$	218,662	$	26.03	111,668	$	5,730,236	$	51.31	$	5,730,236	$	51.31
2007	17,685		1,126,670		63.71		1,126,670		63.71	385,237		17,438,252		45.27		17,463,585		45.33
2008	34,132		1,799,254		52.71		1,838,129		53.85	344,722		13,507,894		39.18		13,782,384		39.98
2009	30,685		1,380,378		44.99		1,396,359		45.51	181,445		8,129,638		44.80		8,254,416		45.49
2010	37,667		1,902,068		50.50		1,951,716		51.81	773,797		19,876,612		25.69		21,862,705		28.25
2011	16,804		704,990		41.95		778,836		46.35	258,830		20,641,764		79.75		21,057,484		81.36
2012	30,939		1,975,101		63.84		2,154,039		69.62	193,470		9,377,323		48.47		10,200,860		52.73
2013	13,800		827,845		59.99		911,705		66.07	122,032		4,864,122		39.86		5,503,976		45.10
2014	8,365		535,307		63.99		591,420		70.70	400,980		14,257,674		35.56		16,135,268		40.24
2015	23,376		1,485,134		63.53		1,679,701		71.86	351,654		11,857,788		33.72		13,919,411		39.58
Thereafter	8,782		508,483		57.90		512,068		58.31	1,093,242		43,576,315		39.86		49,877,135		45.62

Boston Properties, Inc.

Third Quarter 2006

IN-SERVICE GREATER SAN FRANCISCO PROPERTIES

Quarterly Lease Expirations - Greater San Francisco


	OFFICE									OFFICE/TECHNICAL
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2006	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2006	—		—		—		—		—	—		—		—		—		—
Q3 2006	—		—		—		—		—	—		—		—		—		—
Q4 2006	103,267		5,511,574		53.37		5,511,574		53.37	—		—		—		—		—

Total 2006	103,267	$	5,511,574	$	53.37	$	5,511,574	$	53.37	—		—		—		—		—

Q1 2007	48,776	$	1,838,606	$	37.69	$	1,838,606	$	37.69	—	$	—	$	—	$	—	$	—
Q2 2007	153,545		7,113,999		46.33		7,113,999		46.33	—		—		—		—		—
Q3 2007	97,277		4,382,144		45.05		4,385,537		45.08	—		—		—		—		—
Q4 2007	67,954		2,976,833		43.81		2,998,774		44.13	—		—		—		—		—

Total 2007	367,552	$	16,311,582	$	44.38	$	16,336,915	$	44.45	—		—		—		—		—


	Retail									Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2006	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2006	—		—		—		—		—	—		—		—		—		—
Q3 2006	—		—		—		—		—	—		—		—		—		—
Q4 2006	8,401		218,662		26.03		218,662		26.03	111,668		5,730,236		51.31		5,730,236		51.31

Total 2006	8,401	$	218,662	$	26.03	$	218,662	$	26.03	111,668	$	5,730,236	$	51.31	$	5,730,236	$	51.31

Q1 2007	4,593	$	196,612	$	42.81	$	196,612	$	42.81	53,369	$	2,035,218	$	38.13	$	2,035,218		38.13
Q2 2007	868		75,438		86.91		75,438		86.91	154,413		7,189,437		46.56		7,189,437		46.56
Q3 2007	10,288		717,537		69.75		717,537		69.75	107,565		5,099,680		47.41		5,103,073		47.44
Q4 2007	1,936		137,083		70.81		137,083		70.81	69,890		3,113,916		44.55		3,135,857		44.87

Total 2007	17,685		1,126,670		63.71		1,126,670		63.71	385,237	$	17,438,252	$	45.27	$	17,463,585	$	45.33

Boston Properties, Inc.

Third Quarter 2006

IN-SERVICE MIDTOWN MANHATTAN PROPERTIES

Lease Expirations - Midtown Manhattan


	OFFICE									OFFICE/TECHNICAL
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2006	25,702	$	1,751,922	$	68.16	$	1,751,922	$	68.16	—	$	—	$	—	$	—	$	—
2007	48,717		3,501,548		71.88		3,501,548		71.88	—		—		—		—		—
2008	342,143		22,995,925		67.21		23,395,814		68.38	—		—		—		—		—
2009	112,248		8,090,399		72.08		8,222,128		73.25	—		—		—		—		—
2010	258,452		17,914,671		69.32		18,171,979		70.31	—		—		—		—		—
2011	94,511		6,399,574		67.71		6,784,168		71.78	—		—		—		—		—
2012	169,943		14,133,860		83.17		15,529,134		91.38	—		—		—		—		—
2013	60,412		3,971,294		65.74		7,161,818		118.55	—		—		—		—		—
2014	4,172		240,307		57.60		287,451		68.90	—		—		—		—		—
2015	65,862		4,181,593		63.49		4,546,953		69.04	—		—		—		—		—
Thereafter	5,191,286		324,622,144		62.53		390,963,043		75.31	—		—		—		—		—

	Retail									Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2006	308	$	57,061	$	185.26	$	57,061	$	185.26	26,010	$	1,808,983	$	69.55	$	1,808,983	$	69.55
2007	12,386		477,925		38.59		712,829		57.55	61,103		3,979,473		65.13		4,214,377		68.97
2008	2,032		92,153		45.35		95,930		47.21	344,175		23,088,078		67.08		23,491,745		68.26
2009	—		—		—		—		—	112,248		8,090,399		72.08		8,222,128		73.25
2010	—		—		—		—		—	258,452		17,914,671		69.32		18,171,979		70.31
2011	14,550		1,312,531		90.21		1,505,532		103.47	109,061		7,712,105		70.71		8,289,700		76.01
2012	6,050		724,612		119.77		867,303		143.36	175,993		14,858,472		84.43		16,396,436		93.17
2013	14,513		1,355,817		93.42		1,513,058		104.26	74,925		5,327,111		71.10		8,674,875		115.78
2014	11,368		1,203,334		105.85		1,458,669		128.31	15,540		1,443,641		92.90		1,746,120		112.36
2015	—		—		—		—		—	65,862		4,181,593		63.49		4,546,953		69.04
Thereafter	149,990		17,153,297		114.36		22,606,319		150.72	5,341,276		341,775,442		63.99		413,569,362		77.43

Boston Properties, Inc.

Third Quarter 2006

IN-SERVICE MIDTOWN MANHATTAN PROPERTIES

Quarterly Lease Expirations - Midtown Manhattan


	OFFICE									OFFICE/TECHNICAL
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot



Q1 2006	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2006	—		—		—		—		—	—		—		—		—		—
Q3 2006	—		—		—		—		—	—		—		—		—		—
Q4 2006	25,702		1,751,922		68.16		1,751,922		68.16	—		—		—		—		—

Total 2006	25,702	$	1,751,922	$	68.16	$	1,751,922	$	68.16	—	$	—	$	—	$	—	$	—

Q1 2007	—	$	—	$	—	$	—	$	—	—	$	—	$	—		—	$	—
Q2 2007	—		—		—		—		—	—		—		—		—		—
Q3 2007	48,717		3,501,548		71.88		3,501,548		71.88	—		—		—		—		—
Q4 2007	—		—		—		—		—	—		—		—		—		—

Total 2007	48,717	$	3,501,548	$	71.88	$	3,501,548	$	71.88	—	$	—	$	—	$	—	$	—


	Retail									Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot



Q1 2006	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2006	—		—		—		—		—	—		—		—		—		—
Q3 2006	—		—		—		—		—	—		—		—		—		—
Q4 2006	308		57,061		185.26		57,061		185.26	26,010		1,808,983		69.55		1,808,983		69.55

Total 2006	308	$	57,061	$	185.26	$	57,061	$	185.26	26,010	$	1,808,983	$	69.55	$	1,808,983	$	69.55

Q1 2007	12,386	$	477,924.96	$	38.59		712,829	$	57.55	12,386	$	477,924.96	$	38.59		712,829	$	57.55
Q2 2007	—		—		—		—		—	—		—		—		—		—
Q3 2007	—		—		—		—		—	48,717		3,501,548		71.88		3,501,548		71.88
Q4 2007	—		—		—		—		—	—		—		—		—		—

Total 2007	12,386	$	477,925	$	38.59	$	712,829	$	57.55	61,103	$	3,979,473	$	65.13	$	4,214,377	$	68.97

Boston Properties, Inc.

Third Quarter 2006

IN-SERVICE PRINCETON/EAST BRUNSWICK PROPERTIES

Lease Expirations - Princeton/East Brunswick


	OFFICE									OFFICE/TECHNICAL
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot



2006	18,246	$	605,465	$	33.18	$	701,991	$	38.47	—	$	—	$	—	$	—	$	—
2007	353,073		12,059,268		34.16		12,059,268		34.16	—		—		—		—		—
2008	13,831		441,984		31.96		455,815		32.96	—		—		—		—		—
2009	259,896		8,801,489		33.87		9,223,174		35.49	—		—		—		—		—
2010	132,170		4,606,124		34.85		4,686,815		35.46	—		—		—		—		—
2011	347,938		11,492,283		33.03		11,953,309		34.35	—		—		—		—		—
2012	12,504		421,930		33.74		437,732		35.01	—		—		—		—		—
2013	144,108		4,614,123		32.02		5,074,690		35.21	—		—		—		—		—
2014	518,734		14,801,145		28.53		16,442,277		31.70	—		—		—		—		—
2015	154,152		4,138,290		26.85		4,873,463		31.61	—		—		—		—		—
Thereafter	69,351		2,223,253		32.06		2,546,496		36.72	—		—		—		—		—

	Retail									Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot



2006	—	$	—	$	—	$	—	$	—	18,246	$	605,465	$	33.18	$	701,991	$	38.47
2007	—		—		—		—		—	353,073		12,059,268		34.16		12,059,268		34.16
2008	—		—		—		—		—	13,831		441,984		31.96		455,815		32.96
2009	—		—		—		—		—	259,896		8,801,489		33.87		9,223,174		35.49
2010	—		—		—		—		—	132,170		4,606,124		34.85		4,686,815		35.46
2011	—		—		—		—		—	347,938		11,492,283		33.03		11,953,309		34.35
2012	—		—		—		—		—	12,504		421,930		33.74		437,732		35.01
2013	—		—		—		—		—	144,108		4,614,123		32.02		5,074,690		35.21
2014	—		—		—		—		—	518,734		14,801,145		28.53		16,442,277		31.70
2015	—		—		—		—		—	154,152		4,138,290		26.85		4,873,463		31.61
Thereafter	—		—		—		—		—	69,351		2,223,253		32.06		2,546,496		36.72

Boston Properties, Inc.

Third Quarter 2006

IN-SERVICE PRINCETON/EAST BRUNSWICK PROPERTIES

Quarterly Lease Expirations - Princeton/East Brunswick


	OFFICE									OFFICE/TECHNICAL
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot



Q1 2006	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2006	—		—		—		—		—	—		—		—		—		—
Q3 2006	—		—		—		—		—	—		—		—		—		—
Q4 2006	18,246		605,465		33.18		701,991		38.47	—		—		—		—		—

Total 2006	18,246	$	605,465	$	33.18	$	701,991	$	38.47	—	$	—	$	—	$	—	$	—

Q1 2007	14,590	$	557,890	$	38.24	$	557,890	$	38.24	—	$	—	$	—	$	—	$	—
Q2 2007	12,171		436,475		35.86		436,475		35.86	—		—		—		—		—
Q3 2007	174,663		5,493,227		31.45		5,493,227		31.45	—		—		—		—		—
Q4 2007	151,649		5,571,676		36.74		5,571,676		36.74	—		—		—		—		—

Total 2007	353,073	$	12,059,268	$	34.16	$	12,059,268	$	34.16	—	$	—	$	—	$	—	$	—


	Retail									Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot



Q1 2006	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2006	—		—		—		—		—	—		—		—		—		—
Q3 2006	—		—		—		—		—	—		—		—		—		—
Q4 2006	—		—		—		—		—	18,246		605,465		33.18		701,991		38.47

Total 2006	—	$	—	$	—	$	—	$	—	18,246	$	605,465	$	33.18	$	701,991	$	38.47

Q1 2007	—	$	—	$	—	$	—	$	—	14,590	$	557,890	$	38.24	$	557,890	$	38.24
Q2 2007	—		—		—		—		—	12,171		436,475		35.86		436,475		35.86
Q3 2007	—		—		—		—		—	174,663		5,493,227		31.45		5,493,227		31.45
Q4 2007	—		—		—		—		—	151,649		5,571,676		36.74		5,571,676		36.74

Total 2007	—	$	—	$	—	$	—	$	—	353,073	$	12,059,268	$	34.16	$	12,059,268	$	34.16

Boston Properties, Inc.

Third Quarter 2006

CBD PROPERTIES

Lease Expirations


	Greater Boston											Greater Washington
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases			Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups			Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot



2006	10,755	$	1,120,132	(1)	$	104.15	$	1,158,712	(1)	$	107.74	388	$	13,607	$	35.07	$	13,607	$	35.07
2007	128,563	$	7,744,403	(2)		60.24	$	7,656,991	(2)		59.56	91,120		3,641,403		39.96		3,656,013		40.12
2008	198,693	$	8,429,215			42.42	$	8,350,861			42.03	37,774		1,639,113		43.39		1,690,028		44.74
2009	803,661	$	31,156,963			38.77	$	33,649,121			41.87	398,420		14,759,302		37.04		15,265,823		38.32
2010	144,222	$	4,943,651			34.28	$	5,020,873			34.81	447,695		20,163,525		45.04		21,578,045		48.20
2011	607,410	$	32,014,624			52.71	$	34,874,850			57.42	206,933		9,268,328		44.79		10,245,979		49.51
2012	341,880	$	15,873,711			46.43	$	16,807,264			49.16	274,429		9,899,351		36.07		9,911,483		36.12
2013	229,603	$	12,978,168			56.52	$	14,051,541			61.20	7,265		317,258		43.67		370,703		51.03
2014	456,145	$	19,069,147			41.81	$	20,163,760			44.20	63,796		3,197,447		50.12		3,885,715		60.91
2015	221,991	$	13,175,308			59.35	$	14,108,809			63.56	356,839		17,550,899		49.18		20,651,657		57.87
Thereafter	844,422	$	41,201,707			48.79	$	47,287,979			56.00	1,306,605		61,917,225		47.39		80,549,598		61.65

	New York											San Francisco
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases			Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups			Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot



2006	26,010	$	1,808,983		$	69.55	$	1,808,983		$	69.55	111,668	$	5,730,236	$	51.31	$	5,730,236	$	51.31
2007	61,103		3,979,473			65.13		4,214,377			68.97	356,716		16,748,953		46.95		16,764,920		47.00
2008	344,175		23,088,078			67.08		23,491,745			68.26	284,788		12,038,821		42.27		12,247,663		43.01
2009	112,248		8,090,399			72.08		8,222,128			73.25	153,197		7,457,195		48.68		7,543,580		49.24
2010	258,452		17,914,671			69.32		18,171,979			70.31	218,865		12,525,904		57.23		13,235,522		60.47
2011	109,061		7,712,105			70.71		8,289,700			76.01	253,612		20,510,270		80.87		20,909,487		82.45
2012	175,993		14,858,472			84.43		16,396,436			93.17	183,678		9,119,945		49.65		9,928,275		54.05
2013	74,925		5,327,111			71.10		8,674,875			115.78	122,032		4,864,122		39.86		5,503,976		45.10
2014	15,540		1,443,641			92.90		1,746,120			112.36	144,678		6,302,964		43.57		7,165,603		49.53
2015	65,862		4,181,593			63.49		4,546,953			69.04	125,650		5,635,579		44.85		6,007,608		47.81
Thereafter	5,341,276		341,775,442			63.99		413,569,362			77.43	1,023,156		41,674,165		40.73		47,394,673		46.32

	Princeton/East Brunswick											Other
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases			Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups			Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot



2006	—	$	—		$	—	$	—		$	—	—	$	—	$	—	$	—	$	—
2007	—		—			—		—			—	—		—		—		—		—
2008	—		—			—		—			—	—		—		—		—		—
2009	—		—			—		—			—	—		—		—		—		—
2010	—		—			—		—			—	—		—		—		—		—
2011	—		—			—		—			—	—		—		—		—		—
2012	—		—			—		—			—	—		—		—		—		—
2013	—		—			—		—			—	—		—		—		—		—
2014	—		—			—		—			—	—		—		—		—		—
2015	—		—			—		—			—	—		—		—		—		—
Thereafter	—		—			—		—			—	—		—		—		—		—

(1)	Includes 182 square feet of retail space and kiosks. Excluding this space, current rent on expiring leases is $33.06 and rent on expiring leases with future step-up is $33.06 per square foot in 2006.

(2)	Includes 9,523 square feet of retail space and kiosks. Excluding this space, current rent on expiring leases is $50.02 and rent on expiring leases with future step-up is $50.26 per square foot in 2007.

Boston Properties, Inc.

Third Quarter 2006

SUBURBAN PROPERTIES

Lease Expirations


	Greater Boston									Greater Washington
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot



2006	58,212	$	1,724,465	$	29.62	$	1,726,378	$	29.66	34,988	$	845,558	$	24.17	$	845,558	$	24.17
2007	536,534		15,717,376		29.29		15,822,967		29.49	201,139		5,283,919		26.27		5,313,083		26.41
2008	455,932		13,273,106		29.11		13,777,087		30.22	205,641		5,928,286		28.83		6,123,737		29.78
2009	548,529		18,039,566		32.89		19,037,858		34.71	412,225		12,268,517		29.76		12,513,843		30.36
2010	298,324		8,585,915		28.78		9,062,925		30.38	627,017		19,386,782		30.92		20,507,488		32.71
2011	682,930		16,683,292		24.43		17,885,608		26.19	627,318		18,988,858		30.27		21,007,509		33.49
2012	606,519		17,876,270		29.47		18,846,553		31.07	784,112		27,623,926		35.23		31,566,983		40.26
2013	96,384		1,886,413		19.57		2,064,717		21.42	71,476		2,265,486		31.70		2,634,915		36.86
2014	85,122		2,253,329		26.47		2,508,124		29.47	657,865		18,217,487		27.69		21,130,692		32.12
2015	14,632		302,390		20.67		302,390		20.67	371,732		10,265,694		27.62		12,479,923		33.57
Thereafter	158,900		4,698,833		29.57		4,993,833		31.43	939,962		31,404,902		33.41		32,137,132		34.19

	New York									San Francisco
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot



2006	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
2007	—		—		—		—		—	28,521		689,298		24.17		698,665		24.50
2008	—		—		—		—		—	59,934		1,469,073		24.51		1,534,721		25.61
2009	—		—		—		—		—	28,248		672,443		23.80		710,836		25.16
2010	—		—		—		—		—	554,932		7,350,708		13.25		8,627,183		15.55
2011	—		—		—		—		—	5,218		131,494		25.20		147,997		28.36
2012	—		—		—		—		—	9,792		257,377		26.28		272,585		27.84
2013	—		—		—		—		—	—		—		—		—		—
2014	—		—		—		—		—	256,302		7,954,710		31.04		8,969,665		35.00
2015	—		—		—		—		—	226,004		6,222,209		27.53		7,911,803		35.01
Thereafter	—		—		—		—		—	70,086		1,902,150		27.14		2,482,462		35.42

	Princeton/East Brunswick									Other
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot



2006	18,246	$	605,465	$	33.18	$	701,991	$	38.47	—	$	—	$	—	$	—	$	—
2007	353,073		12,059,268		34.16		12,059,268		34.16	—		—		—		—		—
2008	13,831		441,984		31.96		455,815		32.96	—		—		—		—		—
2009	259,896		8,801,489		33.87		9,223,174		35.49	—		—		—		—		—
2010	132,170		4,606,124		34.85		4,686,815		35.46	—		—		—		—		—
2011	347,938		11,492,283		33.03		11,953,309		34.35	—		—		—		—		—
2012	12,504		421,930		33.74		437,732		35.01	—		—		—		—		—
2013	144,108		4,614,123		32.02		5,074,690		35.21	—		—		—		—		—
2014	518,734		14,801,145		28.53		16,442,277		31.70	—		—		—		—		—
2015	154,152		4,138,290		26.85		4,873,463		31.61	—		—		—		—		—
Thereafter	69,351		2,223,253		32.06		2,546,496		36.72	—		—		—		—		—

Boston Properties, Inc.

Third Quarter 2006

HOTEL PERFORMANCE

Long Wharf Marriott - Boston


	Third Quarter 2006			Third Quarter 2005			Percent Change		Year to Date 2006			Year to Date 2005			Percent Change
Occupancy		90.3	%		90.1	%	0.2	%		85.1	%		82.9	%	2.7	%
Average Daily Rate	$	263.87		$	232.50		13.5	%	$	240.10		$	213.64		12.4	%
Revenue per available room	$	238.28		$	209.56		13.7	%	$	204.43		$	177.01		15.5	%

Cambridge Center Marriott

	Third Quarter 2006			Third Quarter 2005			Percent Change		Year to Date 2006			Year to Date 2005			Percent Change
Occupancy		86.4	%		81.6	%	5.9	%		74.5	%(1)		75.3	%	-1.1	%
Average Daily Rate	$	191.13		$	166.34		14.9	%	$	188.61		$	168.68		11.8	%
Revenue per available room	$	165.14		$	135.79		21.6	%	$	140.54		$	127.07		10.6	%

(1)	For the nine months ended September 30, 2006, the Cambridge Center Marriott underwent a room renovation project which totalled approximately $5.6 million.



Total Hotel Performance
	Third Quarter 2006			Third Quarter 2005(2)			Percent Change		Year to Date 2006			Year to Date 2005 (2)			Percent Change
Occupancy		88.3	%		85.7	%	3.0	%		79.6	%		79.0	%	0.8	%
Average Daily Rate	$	226.24		$	198.27		14.1	%	$	213.46		$	190.38		12.1	%
Revenue per available room	$	200.44		$	171.39		16.9	%	$	171.37		$	151.17		13.4	%

(2)	For the three and nine months ended September 30, 2005, the Residence Inn by Marriott^® is not included in hotel results as the property was sold November 4, 2005.

Boston Properties, Inc.

Third Quarter 2006

OCCUPANCY ANALYSIS

Same Property Occupancy⁽¹⁾ - By Location


	CBD				Suburban				Total
Location	30-Sep-06		30-Sep-05		30-Sep-06		30-Sep-05		30-Sep-06		30-Sep-05
Greater Boston	94.0	%	94.3	%	87.9	%	91.5	%	91.1	%	92.9	%
Greater Washington	99.0	%	98.6	%	96.8	%	96.7	%	97.5	%	97.4	%
Midtown Manhattan	99.9	%	97.2	%	n/a		n/a		99.9	%	97.2	%
Princeton/East Brunswick, NJ	n/a		n/a		88.0	%	86.7	%	88.0	%	86.7	%
Greater San Francisco	86.9	%	88.6	%	91.8	%	74.7	%	87.8	%	86.0	%

Total Portfolio	95.8	%	95.1	%	91.9	%	91.7	%	94.2	%	93.7	%

Same Property Occupancy⁽¹⁾ - By Type of Property


	CBD				Suburban				Total
	30-Sep-06		30-Sep-05		30-Sep-06		30-Sep-05		30-Sep-06		30-Sep-05
Total Office Portfolio	95.7	%	95.0	%	93.3	%	91.0	%	94.8	%	93.5	%
Total Office/Technical Portfolio	100.0	%	100.0	%	81.0	%	97.5	%	81.9	%	97.6	%

Total Portfolio	95.8	%	95.1	%	91.9	%	91.7	%	94.2	%	93.7	%

(1)	For disclosures related to our definition of Same Property, see page 51.

Boston Properties, Inc.

Third Quarter 2006

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel Properties


	Office		Office/Technical		Hotel (1)		Total
Number of Properties	95		17		2		114
Square feet	27,370,275		1,403,789		750,400		29,524,464
Percent of in-service properties	93.8	%	85.9	%	100.0	%	93.6	%
Occupancy @ 9/30/2005	93.5	%	97.6	%	—		93.7	%
Occupancy @ 9/30/2006	94.8	%	81.9	%	—		94.2	%
Percent change from 3rd quarter 2006 over 3rd quarter 2005 (2):
Rental revenue	3.6	%	-6.4	%	13.7	%	4.0	%
Operating expenses and real estate taxes	7.5	%	2.0	%	13.4	%	8.0	%
Net Operating Income (3)	1.7	%	-8.5	%	14.5	%	1.8	%
Net Operating Income (3) - without hotels							1.5	%

Rental revenue - cash basis	4.0	%	-8.6	%	13.7	%	4.3	%
Net Operating Income (3) - cash basis (4)	2.2	%	-11.2	%	14.5	%	2.2	%
Net Operating Income (3) - cash basis(4) - without hotels							1.9	%

Same Property Lease Analysis - quarter ended September 30, 2006


	Office			Office/Technical		Total
Vacant space available @ 7/1/2006 (sf)		1,527,538			33,799		1,561,337
Square footage of leases expiring or terminated 7/1/2006-9/30/2006		1,341,560			—		1,341,560

Total space for lease (sf)		2,869,098			33,799		2,902,897

New tenants (sf)		493,206			33,799		527,005
Renewals (sf)		694,719			—		694,719

Total space leased (sf)		1,187,925			33,799		1,221,724

Space available @ 9/30/2006 (sf)		1,681,173			—		1,681,173

Net (increase)/decrease in available space (sf)		(153,635	)		33,799		(119,836	)
2nd generation Average lease term (months)		123			—		123
2nd generation Average free rent (days)		34			—		34
2nd generation TI/Comm PSF	$	19.94		$	—	$	19.94
Increase (decrease) in 2nd generation gross rents (4)		-0.21	%		—		-0.21	%
Increase (decrease) in 2nd generation net rents (4)		-0.73	%		—		-0.73	%

(1)	Includes revenue and expenses from retail tenants at the hotel properties.

(2)	See page 45 for a quantitative reconciliation of Same Property Net Operating Income (NOI) by reportable segment.

(3)	For a quantitative reconciliation of NOI to net income available to common shareholders, see page 44. For disclosures relating to our use of NOI, see page 51.

(4)	Represents change in rents on a “cash to cash” basis (actual rent at time of expiration vs. initial rent of new lease) and for only 2nd generation space after eliminating any space vacant for more than 12 months. The total footage being weighted is 1,084,608 square feet.

Boston Properties, Inc.

Third Quarter 2006

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	9/30/2006			9/30/2005
	*(in thousands)*
Net income available to common shareholders	$	107,962		$	57,551
Gains on sales of real estate from discontinued operations, net of minority interest		—			—
Income from discontinued operations, net of minority interest		—			(746	)
Gains on sales of real estate, net of minority interest		(17,889	)		—
Minority interest in Operating Partnership		19,028			26,874
Income from unconsolidated joint ventures		(20,200	)		(1,117	)
Minority interest in property partnerships		—			(1,527	)

Income before minority interests in property partnerships, income from unconsolidated joint ventures, minority interest in Operating Partnership, gains on sales of real estate and discontinued operations		88,901			81,035

Add:
Loss from early entinguishment of debt		208			—
Depreciation and amortization		71,548			65,717
Interest expense		73,571			75,700
General and administrative expense		12,739			13,270

Subtract:
Interest and other income		(14,636	)		(4,742	)
Development and management services income		(4,558	)		(4,923	)

Consolidated Net Operating Income	$	227,773		$	226,057

Same Property Net Operating Income	$	213,073		$	209,302

Net operating income from non Same Properties (1)		11,008			14,668
Termination income		3,692			2,087

Consolidated Net Operating Income	$	227,773		$	226,057

Same Property Net Operating Income	$	213,073		$	209,302
Less straight-line rent and fair value lease revenue		12,081			12,655

Same Property Net Operating Income - cash basis	$	200,992		$	196,647

(1)	See pages 21-23 for properties which are not included as part of Same Property Net Operating Income.

Boston Properties, Inc.

Third Quarter 2006

Same Property Net Operating Income by Reportable Segment

(in thousands)


	Office									Office/Technical
	For the three months ended				$ Change			% Change		For the three months ended					$ Change			% Change
	30-Sep-06		30-Sep-05		$ Change			% Change		30-Sep-06		30-Sep-05			$ Change			% Change
Rental Revenue	$	312,638	$	298,881						$	5,471	$	5,842
Less Termination Income		3,692		707							—		—

Rental revenue - subtotal		308,946		298,174		10,772		3.6	%		5,471		5,842			(371	)	-6.4	%
Operating expenses and real estate taxes		106,093		98,734		7,359		7.5	%		1,199		1,175			24		2.0	%

Net Operating Income (1)	$	202,853	$	199,440	$	3,413		1.7	%	$	4,272	$	4,667		$	(395	)	-8.5	%

Rental revenue - subtotal	$	308,946	$	298,174						$	5,471	$	5,842
Less straight line rent and fair value lease revenue		11,980		12,687		(707	)	-5.6	%		99		(34	)		133		-391.2	%

Rental revenue - cash basis		296,966		285,487		11,479		4.0	%		5,372		5,876			(504	)	-8.6	%

Less:
Operating expenses and real estate taxes		106,093		98,734		7,359		7.5	%		1,199		1,175			24		2.0	%

Net Operating Income (2) - cash basis	$	190,873	$	186,753	$	4,120		2.2	%	$	4,173	$	4,701		$	(528	)	-11.2	%


	Hotel									Total
	For the three months ended				$ Change			% Change		For the three months ended					$ Change			% Change
	30-Sep-06		30-Sep-05		$ Change			% Change		30-Sep-06		30-Sep-05			$ Change			% Change
Rental Revenue	$	19,847	$	17,454						$	337,956	$	322,177
Less Termination Income		—		—							3,692		707

Rental revenue - subtotal		19,847		17,454	$	2,393		13.7	%		334,264		321,470			12,794		4.0	%
Operating expenses and real estate taxes		13,899		12,259		1,640		13.4	%		121,191		112,168			9,023		8.0	%

Net Operating Income (1)	$	5,948	$	5,195	$	753		14.5	%	$	213,073	$	209,302		$	3,771		1.8	%

Rental revenue - subtotal	$	19,847	$	17,454						$	334,264	$	321,470
Less straight line rent and fair value lease revenue		2		2		—		0.0	%		12,081		12,655			(574	)	-4.5	%

Rental revenue - cash basis		19,845		17,452		2,393		13.7	%		322,183		308,815			13,368		4.3	%

Less:
Operating expenses and real estate taxes		13,899		12,259		1,640		13.4	%		121,191		112,168			9,023		8.0	%

Net Operating Income (2) - cash basis	$	5,946	$	5,193	$	753		14.5	%	$	200,992	$	196,647		$	4,345		2.2	%

(1)	For a quantitative reconciliation of net operating income (NOI) to net income available to common shareholders, see page 44. For disclosures relating to our use of NOI see page 51.

(2)	For a quantitative reconciliation of NOI to NOI on a cash basis see page 44. For disclosures relating to our use of NOI see page 51.

Boston Properties, Inc.

Third Quarter 2006

LEASING ACTIVITY

All In-Service Properties - quarter ended September 30, 2006


	Office			Office/Technical			Total
Vacant space available @ 6/30/2006 (sf)		1,670,022			33,799			1,703,821
Property dispositions/ assets taken out of service (sf)		(31,435	)		—			(31,435	)
Property acquisitions/ assets placed in-service (sf)		82,185			—			82,185
Leases expiring or
terminated 7/1/2006-9/30/2006 (sf)		1,426,649			—			1,426,649

Total space for lease (sf)		3,147,421			33,799			3,181,220

New tenants (sf)		553,767			33,799			587,566
Renewals (sf)		694,719			—			694,719

Total space leased (sf)		1,248,486			33,799			1,282,285	(1)

Space available @ 9/30/2006 (sf)		1,898,935			—			1,898,935

Net (increase)/decrease in available space (sf)		(228,913	)		—			(195,114	)
2nd generation Average lease term (months)		125			—			125
2nd generation Average free rent (days)		34			—			34
2nd generation TI/Comm PSF	$	19.89		$	—		$	19.89
Increase (decrease) in 2nd generation gross rents (2)		-0.18	%		0.00	%		-0.18	%
Increase (decrease) in 2nd generation net rents (3)		-0.69	%		0.00	%		-0.69	%

(1)	Details of 1st and 2nd generation space is located in chart below.

(2)	Represents increase (decrease) in gross rent (total base rent and expense reimbursements), comparing the change in rent at lease expiration vs. initial rent of the new lease for 2nd generation space that has been vacant for less than twelve months. The total footage being weighted is 1,091,299.

(3)	Represents increase (decrease) in net rent (base rent less base year expense), comparing the rent at lease expiration vs. initial rent of the new lease for 2nd generation space that has been vacant for less than twelve months. The total footage being weighted is 1,091,299.


	All leases 1st Generation	All leases 2nd Generation	Incr (decr) in 2nd gen. gross rents (2)		Incr (decr) in 2nd gen. net rents (3)		Total Leased
Boston	5,929	297,454	-7.59	%	-13.20	%	303,383
Washington	90,792	210,669	0.73	%	-1.04	%	301,461
New York	10,519	586,179	3.60	%	3.57	%	596,698
San Francisco	—	32,679	0.00	%	0.00	%	32,679
Princeton	—	48,064	-18.03	%	-26.58	%	48,064

	107,240	1,175,045	-0.18	%	-0.69	%	1,282,285

Boston Properties, Inc.

Third Quarter 2006

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q3 2006		Q2 2006			Q1 2006			2005		2004		2003
Recurring capital expenditures	$	6,063	$	5,275		$	4,206		$	22,369	$	25,101	$	18,514
Planned non-recurring capital expenditures associated with acquisition properties		1,809		289			220			2,957		4,889		4,464
Hotel improvements, equipment upgrades and replacements		505		1,988	(1)		4,263	(1)		4,097		1,001		2,345

	$	8,377	$	7,552		$	8,689		$	29,423	$	30,991	$	25,323


*2nd Generation Tenant Improvements and Leasing Commissions*

	Q3 2006		Q2 2006			Q1 2006			2005		2004		2003
Office
Square feet		1,175,045		869,591			454,654			2,749,079		3,356,267		2,635,914

Tenant improvement and lease commissions PSF	$	19.89	$	34.00		$	38.40		$	28.75	$	24.74	$	14.41

Office/Technical
Square feet		—		—			—			82,753		195,953		169,893

Tenant improvement and lease commissions PSF	$	—	$	—		$	—		$	2.89	$	14.35	$	6.43

Average tenant improvement and lease commissions PSF	$	19.89	$	34.00		$	38.40		$	28.00	$	24.17	$	13.93

(1)	Includes approximately $1.6 million and $4.0 million of costs related to a room renovation project at Cambridge Center Marriott for the periods ended June 30, 2006 and March 31, 2006, respectively.

Boston Properties, Inc.

Third Quarter 2006

ACQUISITIONS/DISPOSITIONS

as of September 30, 2006

ACQUISITIONS

For the period from January 1, 2006 through September 30, 2006


Property	Date Acquired	Square Feet	Initial Investment		Anticipated Future Investment		Total Investment		Percentage Leased
303 Almaden Avenue, San Jose, CA	Jun-06	157,537	$	45,200,000	$	4,800,000	$	50,000,000	100	%
3200 Zanker Road, San Jose, CA	Aug-06	543,900		118,750,000		7,571,000		126,321,000	100	%

Total Acquisitions		701,437	$	163,950,000	$	12,371,000	$	176,321,000	100	%

DISPOSITIONS

For the period from January 1, 2006 through September 30, 2006


Property	Date Disposed		Square Feet	Gross Sales Price			Book Gain
Prudential Center - Land Parcel	Feb-05	(1)	N/A	$	51,100,000		$	5,705,000
280 Park Avenue	Jun-06		1,179,000		1,200,000,000			712,138,000	(2)
265 Franklin Street (35% Ownership Interest)	Sep-06		347,000		59,500,000	(3)		17,989,000	(3)

Total Dispositions			1,526,000	$	1,310,600,000		$	735,832,000

(1)	During January 2006, this transaction qualified as a sale for financial reporting purposes as the continuing involvement provisions expired.

(2)

During the three months ended September 30, 2006, we signed new qualifying leases for 26,681 net rentable square feet of the 74,340 net rentable square foot master lease obligation related to the sale of 280 Park Avenue resulting in the recognition of approximately $21.0 million of additional book gain. We had deferred approximately $67.3 million of the book gain, which represented the maximum obligation under the master lease.

(3)	265 Franklin Street was owned through a joint venture in which we had a 35% interest. Amounts above represent our share of the Gross Sales Price and Book Gain.

Boston Properties, Inc.

Third Quarter 2006

VALUE CREATION PIPELINE - DEVELOPMENT IN PROGRESS (1)

as of September 30, 2006


Development Properties	Initial Occupancy	Estimated Stabilization Date	Location	# of Buildings	Square feet	Investment to Date		Estimated Total Investment		Total Construction Loan		Amount Drawn at September 30, 2006		Estimated Future Equity Requirement		Percentage Leased(2)
Wisconsin Place - Infrastructure (23.89% ownership)	N/A	N/A	Chevy Chase, MD	—	—		20,369,966		34,568,830		26,756,800		14,789,038		2,231,101	N/A
505 9th Street (50% ownership)	Q4 2007	Q4 2008	Washington, D.C.	1	323,000		34,533,552		65,000,000		47,500,000		14,048,787		—	76	%
South of Market	Q1 2008	Q3 2009	Reston, VA	3	652,000		34,818,307		213,800,000		—		—		178,981,693	23	%
77 Fourth Avenue	Q1 2008	Q4 2008	Waltham, MA	1	210,000		16,588,583		79,707,173		—		—		63,118,590	0	%

Total Development Properties				5	1,185,000	$	106,310,408	$	393,076,003	$	74,256,800	$	28,837,825	$	244,331,384	33	%


*DEVELOPMENTS PLACED-IN-SERVICE DURING 2006*

	Initial In Service Date	Estimated Stabilization Date	Location	# of Buildings	Square feet	Investment to Date		Estimated Total Investment		Debt		Drawn at September 30, 2006		Estimated Future Equity Requirement		Percentage Leased
Seven Cambridge Center Office	Q1 2006	Q1 2006	Cambridge, MA	1	231,028	$	103,429,346	$	106,156,057	$	—	$	—	$	—	100	%
Parcel E (12290 Sunrise Valley)	Q2 2006	Q2 2006	Reston, VA	1	182,424		37,545,324		39,000,000		—		—		1,454,676	100	%
Capital Gallery expansion	Q2 2006	Q3 2007	Washington, D.C.	—	318,557		58,587,190		69,100,000		—		—		10,512,810	97	%

Total Developments Placed in Service				2	732,009	$	199,561,860	$	214,256,057	$	—	$	—	$	11,967,486	99	%

(1)	In accordance with GAAP, a project is classified as a Development in Progress when construction or supply contracts have been signed and physical improvements have commenced.

(2)	Represents percentage leased as of October 23, 2006.

Boston Properties, Inc.

Third Quarter 2006

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of September 30, 2006


Location	Acreage	Developable Square Feet
Rockville, MD	68.9	937,000
Dulles, VA	76.6	934,000
Gaithersburg, MD	27.0	850,000
San Jose, CA	3.7	841,000
Reston, VA	34.8	1,130,000
Boston, MA	0.2	304,500
Marlborough, MA	50.0	400,000
Weston, MA	74.0	350,000
Waltham, MA	8.8	384,604
Andover, MA	10.0	110,000
Washington, D.C.	0.5	170,000
Chevy Chase, MD	1.0	300,000

	355.5	6,711,104

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

as of September 30, 2006


Location	Acreage	Developable Square Feet
Princeton, NJ (1)	149.9	1,900,000
Framingham, MA (2)	21.5	300,000
Cambridge, MA (3)	—	200,000

	171.4	2,400,000

(1)	$30.50 per square foot and $125,000 per annum non-refundable payment.

(2)	Subject to ground lease.

(3)	The Company has the option to purchase additional residential rights.

Boston Properties, Inc.

Third Quarter 2006

Definitions

This section contains an explanation of certain non-GAAP financial measures we provide in other sections of this document, as well as the reasons why management believes these measures provide useful information to investors about the Company’s financial condition or results of operations. Additional detail can be found in the Company’s most recent annual report on Form 10-K and other documents filed with the SEC from time to time.

Funds from Operations

Pursuant to the revised definition of Funds from Operations adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), we calculate Funds from Operations, or “FFO,” by adjusting net income (loss) (computed in accordance with GAAP, including non-recurring items) for gains (or losses) from sales of properties, real estate related depreciation and amortization, and after adjustment for unconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure. The use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for reviewing our comparative operating and financial performance because, by excluding gains and losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help one compare the operating performance of a company’s real estate between periods or as compared to different companies. Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently.

In addition to presenting FFO in accordance with the NAREIT definition, we also disclose FFO after a specific and defined supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate. The adjustment to exclude losses from early extinguishments of debt results when the sale of real estate encumbered by debt requires us to pay the extinguishment costs prior to the debt’s stated maturity and to write-off unamortized loan costs at the date of the extinguishment. Such costs are excluded from the gains on sales of real estate reported in accordance with GAAP. However, we view the losses from early extinguishments of debt associated with the sales of real estate as an incremental cost of the sale transactions because we extinguished the debt in connection with the consummation of the sale transactions and we had no intent to extinguish the debt absent such transactions. We believe that this supplemental adjustment more appropriately reflects the results of our operations exclusive of the impact of our sale transactions.

Although our FFO as adjusted clearly differs from NAREIT’s definition of FFO, and may not be comparable to that of other REITs and real estate companies, we believe it provides a meaningful supplemental measure of our operating performance because we believe that, by excluding the effects of the losses from early extinguishments of debt associated with the sales of real estate, management and investors are presented with an indicator of our operating performance that more closely achieves the objectives of the real estate industry in presenting FFO.

Neither FFO nor FFO as adjusted should be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance. Neither FFO nor FFO as adjusted represents cash generated from operating activities determined in accordance with GAAP, and neither is a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to further understand our performance, FFO and FFO as adjusted should be compared with our reported net income and considered in addition to cash flows in accordance with GAAP, as presented in our consolidated financial statements.

Funds Available for Distribution (FAD)

In addition to FFO, we present Funds Available for Distribution (FAD) by (1) adding to FFO as adjusted non-real estate depreciation, (2) eliminating the effect of straight-line rent, and (3) subtracting: recurring capital expenditures; hotel improvements, equipment upgrades and replacements; and second generation tenant improvement and leasing commissions. In addition, this calculation includes all non-cash compensation expense related to restricted securities. Although our FAD may not be comparable to that of other REITs and real estate companies, we believe it provides a meaningful indicator of our ability to fund cash needs and to make cash distributions to equity owners. In addition, we believe that to further understand our liquidity, FAD should be compared with our cash flows in accordance with GAAP, as presented in our consolidated financial statements. FAD does not represent cash generated from operating activities determined in accordance with GAAP, and FAD should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, as an alternative to net cash flows from

operating activities (determined in accordance with GAAP), or as a measure of our liquidity.

Debt to Total Market Capitalization Ratio

Debt to total market capitalization ratio, defined as total consolidated debt as a percentage of the market value of our outstanding equity securities plus our total consolidated debt, is a measure of leverage commonly used by analysts in the REIT sector. Total market capitalization is the sum of our total indebtedness outstanding on a consolidated basis (excluding unconsolidated joint venture debt) and the market value of our outstanding equity securities calculated using the closing price per share of common stock of the Company multiplied by the sum of (1) the actual aggregate number of outstanding common partnership units of our operating partnership (including common partnership units held by the company), (2) the number of common partnership units issuable upon conversion of all outstanding long term incentive plan units of our operating partnership, or LTIP units, assuming all conditions have been met for the conversion of the LTIP units, and (3) the number of common partnership units issuable upon conversion of preferred partnership units of our operating partnership. We are presenting this ratio because our degree of leverage could affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes. Investors should understand that our debt to total market capitalization ratio is in part a function of the market price of the common stock of Boston Properties, Inc., and as such will fluctuate with changes in such price and does not necessarily reflect our capacity to incur additional debt to finance our activities or our ability to manage our existing debt obligations. However, for a company like ours, whose assets are primarily income-producing real estate, the debt to total market capitalization ratio may provide investors with an alternate indication of leverage, so long as it is evaluated along with the ratio of indebtedness to other measures of asset value used by financial analysts and other financial ratios, as well as the various components of our outstanding indebtedness.

Net Operating Income (NOI)

NOI is a non-GAAP financial measure equal to net income available to common shareholders, the most directly comparable GAAP financial measure, plus corporate general and administrative expense, depreciation and amortization, interest expense, minority interest in Operating Partnership and losses from early extinguishment of debt, less interest income, development and management income, gains from property dispositions, gains on sale from discontinued operations, income from discontinued operations, income from unconsolidated joint ventures and minority interest in property partnerships. In some cases we also present NOI on a cash basis, which is NOI after eliminating the effects of straight-lining of rent. We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. Therefore, we believe NOI is a useful measure for evaluating the operating performance of our real estate assets. Our management also uses NOI to evaluate regional property level performance and to make decisions about resource allocations. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income. NOI excludes certain components from net income in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

In-Service Properties

We treat a property as being "in-service" upon the earlier of (i) lease-up and completion of tenant improvements or (ii) one year after cessation of major construction activity under GAAP. The determination as to when a property should be treated as "in-service" involves a degree of judgment and is made by management based on the relevant facts and circumstances of the particular property. For portfolio operating and occupancy statistics we specify a single date for treating a property as "in-service." Under GAAP a property may be placed in service in stages as construction is completed and the property is held available for occupancy. In accordance with GAAP, when a portion of a property has been substantially completed and occupied or held available for occupancy, we cease capitalization on that portion, though we may not treat the property as being "in-service," and continue to capitalize only those costs associated with the portion still under construction.

Same Properties

In our analysis of NOI, particularly to make comparisons of NOI between periods meaningful, it is important to provide information for properties that were in-service and owned by us throughout each period presented. We refer to properties acquired or placed in-service prior to the beginning of the earliest period presented and owned by us through the end of the latest period presented as "Same Properties." "Same Properties" therefore exclude properties placed in-service, acquired or repositioned after the beginning of the earliest period presented or disposed of prior to the end of the latest period presented. Accordingly, it takes at least one year and one quarter after a property is acquired or treated as "in-service" for that property to be included in "Same Properties." See pages 21-23 for "In-Service Properties" which are not included in "Same Properties."

If you would like to receive this document in a different electronic format, please call investor relations at 617-236-3322.

Press Release

Exhibit 99.2

LOGO

111 Huntington Avenue

Boston, MA 02199


AT THE COMPANY				AT FINANCIAL RELATIONS BOARD
Michael Walsh				Marilynn Meek – General Info.
Senior Vice President, Finance				(212) 827-3773
(617) 236-3410

Kathleen DiChiara

Investor Relations Manager

(617) 236-3343

BOSTON PROPERTIES, INC. ANNOUNCES

THIRD QUARTER 2006 RESULTS

Reports diluted FFO per share of $1.16 Reports diluted EPS of $0.91

BOSTON, MA, October 24, 2006 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the third quarter ended September 30, 2006.

Funds from Operations (FFO) for the quarter ended September 30, 2006 were $137.3 million, or $1.19 per share basic and $1.16 per share diluted. This compares to FFO for the quarter ended September 30, 2005 of $123.7 million, or $1.11 per share basic and $1.07 per share diluted. The weighted average number of basic and diluted shares outstanding totaled 115,431,903 and 120,726,865, respectively, for the quarter ended September 30, 2006 and 111,775,512 and 119,176,703, respectively, for the quarter ended September 30, 2005.

Net income available to common shareholders was $108.0 million for the three months ended September 30, 2006, compared to $57.6 million for the quarter ended September 30, 2005. Net income available to common shareholders per share (EPS) for the quarter ended September 30, 2006 was $0.93 basic and $0.91 on a diluted basis. This compares to EPS for the third quarter of 2005 of $0.51 basic and $0.50 on a diluted basis. EPS for the quarter ended September 30, 2006 includes $0.28, on a diluted basis, related to (1) gains on sales of real estate of $0.15 and (2) our share of the gain on sale of 265 Franklin Street of $0.13, which is included in income from unconsolidated joint ventures.

The reported results are unaudited and there can be no assurance that the results will not vary from the final information for the quarter ended September 30, 2006. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of September 30, 2006, the Company’s portfolio consisted of 128 properties comprising approximately 42.5 million square feet, including five properties under construction totaling 1.2 million square feet and two hotels. The overall percentage of leased space for the 121 properties in service as of September 30, 2006 was 93.8%.

Significant events of the third quarter include:

•

During July 2006, the Company placed-in-service its Capital Gallery expansion project, consisting of a ten-story addition totaling approximately 319,000 net rentable square feet of Class A office space located in Washington, D.C. The Company has leased 97% of the space.

•

On August 1, 2006, the Company used available cash to repay the construction financing and permanent financing totaling approximately $34.0 million and $49.7 million, respectively, collateralized by the Capital Gallery property in Washington, D.C. The construction financing bore interest at a variable rate equal to LIBOR plus 1.65% per annum and was scheduled to mature in February 2008. The permanent financing bore interest at a fixed rate equal to 8.24% per annum and was scheduled to mature on August 15, 2006.

•

On August 3, 2006, the Company amended and restated its $605.0 million Unsecured Line of Credit by extending the maturity date from October 30, 2007 to August 3, 2010, with a provision for a one-year extension at the option of the Company, subject to certain conditions, and by reducing the per annum variable interest rate on outstanding balances from Eurodollar plus 0.65% to Eurodollar plus 0.55% per annum. A facility fee equal to 15 basis points per annum is payable in quarterly installments. The interest rate and facility fee are subject to adjustment in the event of a change in the Company’s Operating Partnership’s unsecured debt ratings. The Unsecured Line of Credit contains a competitive bid option that allows banks that are part of the lender consortium to bid to make loan advances to the Company at a reduced Eurodollar rate.

•

On August 10, 2006, the Company acquired 3200 Zanker Road, an approximately 544,000 net rentable square foot Class A office complex located in San Jose, California, at a purchase price of approximately $126.0 million. The acquisition was financed with available cash. 3200 Zanker Road is currently 100% leased with an average rental rate that is below market. The Company projects this property’s 2007 Unleveraged FFO Return to be 6.9% and 2007 Unleveraged Cash Return to be 5.9%. The calculation of these returns and related disclosures are presented on the accompanying table entitled “Projected 2007 Returns on Acquisition.” There can be no assurance that actual returns will not differ materially from these projections.

•

On August 31, 2006, the Company’s Value-Added Fund acquired One and Two Circle Star Way, a 208,000 net rentable square foot office complex located in San Carlos, California, at a purchase price of approximately $63.5 million. The acquisition was financed with new mortgage indebtedness totaling $42.0 million and approximately $21.5 million in cash, of which the Company’s share was approximately $5.4 million. The mortgage financing requires interest-only payments at a fixed interest rate of 6.57% per annum and matures in September 2013.

•

On September 1, 2006, the Company used available cash to repay the mortgage loan collateralized by its Montvale Center property located in Gaithersburg, Maryland totaling approximately $6.6 million using available cash. There was no prepayment penalty associated with the repayment. The mortgage loan bore interest at a fixed rate of 8.59% per annum and was scheduled to mature on December 1, 2006.

•

On September 15, 2006, a joint venture in which the Company has a 35% interest sold 265 Franklin Street, a Class A office property with approximately 347,000 net rentable square feet located in Boston, Massachusetts, at a sale price of approximately $170.0 million ($490 psf). Net cash proceeds totaled approximately $108.3 million, of which the Company’s share was approximately $37.9 million, after the repayment of mortgage indebtedness of approximately $60.8 million and closing costs of approximately $0.9 million.

•

On September 18, 2006, the Company commenced construction of 77 Fourth Avenue, a Class A office project with approximately 210,000 net rentable square feet, located in Waltham, Massachusetts. The Company expects the development to be available for occupancy in the first quarter of 2008.

•

During the three months ended September 30, 2006, the Company signed new qualifying leases for 26,681 net rentable square feet of its 74,340 net rentable square foot master lease obligation related to the sale of 280 Park Avenue resulting in the recognition of approximately $21.0 million as gain on sale of real estate. The Company had deferred approximately $67.3 million of the gain on sale of 280 Park Avenue, which amount represented the maximum obligation under the master lease.

Transactions completed subsequent to September 30, 2006:

•

On October 2, 2006, the Company used available cash to repay the mortgage loan collateralized by its Embarcadero Center Three property located in San Francisco, California totaling approximately $133.4 million. There was no prepayment penalty associated with the repayment. The mortgage loan bore interest at a fixed rate of 6.40% per annum and was scheduled to mature on January 1, 2007.

EPS and FFO per Share Guidance:

The Company’s guidance for the fourth quarter 2006 and full year 2007 for EPS (diluted) and FFO per share (diluted) is set forth and reconciled below. In addition to the assumptions described below the table, the guidance for the full year 2007 assumes that the Company’s Board of Directors declares a special dividend in the amount of $5.25 per common share/unit in December 2006, payable by the end of January 2007, relating to the gain on sale of 280 Park Avenue; there can be no assurance, however, as to the exact amount or timing of this special dividend.


	Fourth Quarter 2006					Full Year 2007
	Low		-	High		Low		-	High
Projected EPS (diluted)	$	0.63	-	$	0.64	$	2.33	-	$	2.48
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.51	-		0.51		2.07	-		2.07

Projected FFO per Share (diluted)	$	1.14	-	$	1.15	$	4.40	-	$	4.55

Except as otherwise noted above, the foregoing estimates reflect management’s view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels and earnings impact of the events referenced in this release. The estimates do not include possible future gains or losses or the impact on operating results from possible future property acquisitions or dispositions. EPS estimates may be subject to fluctuations as a result of several factors, including changes in the recognition of depreciation and amortization expense and any gains or losses associated with disposition activity. The Company 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 or gains or losses associated with disposition activities. There can be no assurance that the Company’s actual results will not differ materially from the estimates set forth above.

Boston Properties will host a conference call tomorrow, October 25, 2006 at 10:00 AM Eastern Time, open to the general public, to discuss the third quarter 2006 results, the fourth quarter 2006 and 2007 projections and related assumptions, and other related matters that may be of interest to investors. The number to call for this interactive teleconference is (800) 240-4186 (Domestic) or (303) 275-2170 (International); no passcode required. A replay of the conference call will be available through November 1, 2006 by dialing (800) 405-2236 (Domestic) or (303) 590-3000 (International) and entering the passcode 11072412. There will also be a live audio webcast of the call which may be accessed on the Company’s website at www.bostonproperties.com in the Investor Relations section, through www.fulldisclosure.com for individual investors, or through the password-protected event management site, www.streetevents.com, for institutional investors. Shortly after the call a replay of the webcast and a podcast will be available on the Company’s website, www.bostonproperties.com, in the Investor Relations section, and archived for up to twelve months following the call.

Additionally, a copy of Boston Properties’ third quarter 2006 “Supplemental Operating and Financial Data” and this press release are available in the Investor Relations section of the Company’s website at www.bostonproperties.com. These materials are also available by contacting Investor Relations at (617) 236-3322 or by written request to:

Investor Relations

Boston Properties, Inc.

111 Huntington Avenue, Suite 300

Boston, MA 02199-7610

Boston Properties is a fully integrated, self-administered and self-managed real estate investment trust that develops, redevelops, acquires, manages, operates and owns a diverse portfolio of Class A office properties and also includes two hotels. The Company is one of the largest owners and developers of Class A office properties in the United States, concentrated in five markets – Boston, Midtown Manhattan, Washington, D.C., San Francisco and Princeton, N.J.

This press release contains forward-looking statements within the meaning of the Federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects” and similar expressions that do not relate to historical matters. 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 Boston Properties’ control and could materially affect actual results, performance or achievements. These factors include, without limitation, the ability to enter into new leases or renew leases on favorable terms, dependence on tenants’ financial condition, the uncertainties of real estate development, acquisition and disposition activity, the ability to effectively integrate acquisitions, the costs and availability of financing (including the impact of interest rates on our hedging program), the effects of local economic and market conditions, the effects of acquisitions and dispositions (including the exact amount and timing of any related special dividend 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, regulatory changes and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission.

Boston Properties does not undertake a duty to update or revise any forward-looking statement whether as a result of new information, future events or otherwise, including its guidance for the fourth quarter of 2006 and full fiscal year 2007.

Financial tables follow.

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


	Three months ended September 30,						Nine months ended September 30,
	2006			2005			2006			2005
	(in thousands, except for per share amounts) (unaudited)
Revenue
Rental:
Base rent	$	273,034		$	274,523		$	826,587		$	830,630
Recoveries from tenants		45,954			43,983			138,653			129,156
Parking and other		14,431			13,470			42,479			41,516

Total rental revenue		333,419			331,976			1,007,719			1,001,302
Hotel revenue		19,847			17,453			51,864			47,115
Development and management services		4,558			4,923			14,164			13,596
Interest and other		14,636			4,742			25,166			9,289

Total revenue		372,460			359,094			1,098,913			1,071,302

Expenses
Operating:
Rental		111,594			111,112			334,440			326,051
Hotel		13,899			12,260			38,146			35,564
General and administrative		12,739			13,270			43,177			42,335
Interest		73,571			75,700			226,837			233,287
Depreciation and amortization		71,548			65,717			206,307			200,539
Losses from early extinguishments of debt		208			—			32,132			12,896

Total expenses		283,559			278,059			881,039			850,672

Income before minority interest in property partnership, income from unconsolidated joint ventures, minority interest in Operating Partnership, gains on sales of real estate and discontinued operations		88,901			81,035			217,874			220,630
Minority interest in property partnership		—			1,527			2,013			4,651
Income from unconsolidated joint ventures		20,200			1,117			23,167			3,299

Income before minority interest in Operating Partnership, gains on sales of real estate and discontinued operations		109,101			83,679			243,054			228,580
Minority interest in Operating Partnership		(19,028	)		(26,874	)		(46,261	)		(57,140	)

Income before gains on sales of real estate and discontinued operations		90,073			56,805			196,793			171,440
Gains on sales of real estate, net of minority interest		17,889			—			604,200			103,384

Income before discontinued operations		107,962			56,805			800,993			274,824
Discontinued operations:
Income from discontinued operations, net of minority interest		—			746			—			1,180
Gains on sales of real estate from discontinued operations, net of minority interest		—			—			—			8,397

Net income available to common shareholders	$	107,962		$	57,551		$	800,993		$	284,401

Basic earnings per common share:
Income available to common shareholders before discontinued operations	$	0.93		$	0.51		$	6.88		$	2.48
Discontinued operations, net of minority interest		—			—			—			0.08

Net income available to common shareholders	$	0.93		$	0.51		$	6.88		$	2.56

Weighted average number of common shares outstanding		115,432			111,776			113,989			110,915

Diluted earnings per common share:
Income available to common shareholders before discontinued operations	$	0.91		$	0.50		$	6.74		$	2.43
Discontinued operations, net of minority interest		—			—			—			0.08

Net income available to common shareholders	$	0.91		$	0.50		$	6.74		$	2.51

Weighted average number of common and common equivalent shares outstanding		117,728			114,090			116,365			113,195

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS


	September 30, 2006			December 31, 2005
	(in thousands, except for share amounts)
	(unaudited)
ASSETS
Real estate	$	9,040,264		$	8,724,954
Construction in progress		57,392			177,576
Land held for future development		210,336			248,645
Less: accumulated depreciation		(1,372,826	)		(1,265,073	)

Total real estate		7,935,166			7,886,102
Cash and cash equivalents		1,049,026			261,496
Cash held in escrows		21,436			25,618
Tenant and other receivables, net of allowance for doubtful accounts of $2,509 and $2,519, respectively		42,128			52,668
Accrued rental income, net of allowance of $922 and $2,638, respectively		310,560			302,356
Deferred charges, net		263,675			242,660
Prepaid expenses and other assets		72,033			41,261
Investments in unconsolidated joint ventures		83,485			90,207

Total assets	$	9,777,509		$	8,902,368

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgage notes payable	$	2,811,953		$	3,297,192
Unsecured senior notes, net of discount		1,471,370			1,471,062
Unsecured exchangeable senior notes		450,000			—
Unsecured line of credit		—			58,000
Accounts payable and accrued expenses		103,581			109,823
Dividends and distributions payable		95,607			107,643
Accrued interest payable		45,703			47,911
Other liabilities		236,350			154,123

Total liabilities		5,214,564			5,245,754

Commitments and contingencies		—			—

Minority interests		746,416			739,268

Stockholders' equity:
Excess stock, $.01 par value, 150,000,000 shares authorized, none issued or outstanding		—			—
Preferred stock, $.01 par value, 50,000,000 shares authorized, none issued or outstanding		—			—
Common stock, $.01 par value, 250,000,000 shares authorized, 116,675,935 and 112,621,162 shares issued and 116,597,035 and 112,542,262 shares outstanding in 2006 and 2005, respectively		1,166			1,125
Additional paid-in capital		3,068,952			2,745,719
Earnings in excess of dividends		749,940			182,105
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(807	)		(8,881	)

Total stockholders' equity		3,816,529			2,917,346

Total liabilities and stockholders' equity	$	9,777,509		$	8,902,368

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)


	Three months ended September 30,						Nine months ended September 30,
	2006			2005			2006			2005
	(in thousands, except for per share amounts)
	(unaudited)
Net income available to common shareholders	$	107,962		$	57,551		$	800,993		$	284,401

Add:
Minority interest in Operating Partnership		19,028			26,874			46,261			57,140
Less:
Minority interest in property partnership		—			1,527			2,013			4,651
Income from unconsolidated joint ventures		20,200			1,117			23,167			3,299
Gains on sales of real estate, net of minority interest		17,889			—			604,200			103,384
Income from discontinued operations, net of minority interest		—			746			—			1,180
Gains on sales of real estate from discontinued operations, net of minority interest		—			—			—			8,397

Income before minority interest in property partnership, income from unconsolidated joint ventures, minority interest in Operating Partnership, gains on sales of real estate and discontinued operations		88,901			81,035			217,874			220,630

Add:
Real estate depreciation and amortization (2)		73,408			67,702			211,855			206,489
Income from discontinued operations		—			890			—			1,410
Income from unconsolidated joint ventures		2,283	(3)		1,117			5,250	(3)		3,299
Less:
Minority interest in property partnership's share of funds from operations		—			(32	)		479			(1	)
Preferred distributions		1,912			3,200	(4)		7,987			9,820	(4)

Funds from operations (FFO)		162,680			147,576			426,513			422,009

Add:
Losses from early extinguishments of debt associated with the sales of real estate		—			—			31,444			11,041

Funds from operations after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate		162,680			147,576			457,957			433,050
Less:
Minority interest in the Operating Partnership's share of funds from operations after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate		25,404			23,905			72,105			70,770

Funds from operations available to common shareholders after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate	$	137,276		$	123,671		$	385,852		$	362,280

Our percentage share of funds from operations - basic		84.38	%		83.80	%		84.26	%		83.66	%

Weighted average shares outstanding - basic		115,432			111,776			113,989			110,915

FFO per share basic after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate	$	1.19		$	1.11		$	3.38		$	3.27

FFO per share basic	$	1.19		$	1.11		$	3.15		$	3.18

Weighted average shares outstanding - diluted		120,727			119,177			120,454			118,461

FFO per share diluted after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate	$	1.16		$	1.07		$	3.29		$	3.16

FFO per share diluted	$	1.16		$	1.07		$	3.07		$	3.08

(1)

Pursuant to the revised definition of Funds from Operations adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), we calculate Funds from Operations, or “FFO,” by adjusting net income (loss) (computed in accordance with GAAP, including non-recurring items) for gains (or losses) from sales of properties, real estate related depreciation and amortization, and after adjustment for unconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure. The use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for reviewing our comparative operating and financial performance because, by excluding gains and losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help one compare the operating performance of a company's real estate between periods or as compared to different companies. Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently.

(2)

Real estate depreciation and amortization consists of depreciation and amortization from the Consolidated Statements of Operations of $71,548, $65,717, $206,307 and $200,539, our share of unconsolidated joint venture real estate depreciation and amortization of $2,253, $2,188, $6,837 and $6,380 and depreciation and amortization from discontinued operations of $0, $190, $0 and $749, less corporate related depreciation and amortization of $393, $393, $1,289 and $1,179 for the three months and nine months ended September 30, 2006 and 2005, respectively.

(3)	Excludes approximately $17.9 million related to our share of the gain on sale and related loss from early extinguishment of debt associated with the sale of 265 Franklin Street.

(4)	Excludes approximately $12.1 million of income allocated to the holders of Series Two Preferred Units to account for their right to participate on an as-converted basis in the special dividend that followed previously completed sales of real estate.

BOSTON PROPERTIES, INC.

PROJECTED 2007 RETURNS ON ACQUISITION


	3200 Zanker Road
	(dollars in thousands)
Base rent and recoveries from tenants	$	9,515
Straight-line rent		154
Fair value lease revenue		1,143

Total rental revenue		10,812

Operating Expenses		2,116

Revenue less Operating Expenses		8,696

Depreciation and amortization		(2,162	)

Net income	$	6,534

Add:
Depreciation and amortization		2,162

Unleveraged FFO	$	8,696

Less:
Straight-line rent		(154	)
Fair value lease revenue		(1,143	)

Unleveraged Cash	$	7,399

Cash	$	118,500
Closing costs		250
Tenant and capital improvements		7,571

Total Investment	$	126,321
Total Investment Per Square Foot of Net Rentable Building Area	$	232

Unleveraged FFO Return (1)		6.9	%

Unleveraged Cash Return (2)		5.9	%

(1)

Unleveraged FFO Return is determined by dividing the Unleveraged FFO (based on the projected results for the year ending December 31, 2007) by Total Investment. Other real estate companies may calculate this return differently. Management believes projected Unleveraged FFO Return is a useful measure in the real estate industry when determining the appropriate purchase price for a property or estimating a property's value. When evaluating acquisition opportunities, management considers, among other factors, projected Unleveraged FFO Return because it excludes, among other items, interest expense (which may vary depending on the level of corporate debt or property-specific debt), as well as depreciation and amortization expense (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates). In addition, management considers its cost of capital and available financing alternatives in making decisions concerning acquisitions.

(2)

Unleveraged Cash Return is determined by dividing the Unleveraged Cash (based on the projected results for the year ending December 31, 2007) by Total Investment. Other real estate companies may calculate this return differently. Management believes that projected Unleveraged Cash Return is also a useful measure of a property's value when used in addition to Unleveraged FFO Return because, by eliminating the effect of straight-lining of rent and the SFAS No. 141 treatment of in-place above- and below-market leases, it enables an investor to assess the cash on cash return from the property over the forecasted period.

Management is presenting these projected returns and related calculations to assist investors in analyzing the Company's recent acquisition. Management does not intend to present this data for any other purpose, for any other period or for its other properties, and is not intending for these measures to otherwise provide information to investors about the Company's financial condition or results of operations. The Company does not undertake a duty to update any of these projections.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	September 30, 2006		December 31, 2005
Greater Boston	90.5	%	89.9	%
Greater Washington, D.C.	96.3	%	97.2	%
Midtown Manhattan	99.9	%	98.3	%
Princeton/East Brunswick, NJ	88.0	%	86.9	%
Greater San Francisco	89.6	%	90.8	%

Total Portfolio	93.8	%	93.8	%


	% Leased by Type
	September 30, 2006		December 31, 2005
Class A Office Portfolio	94.4	%	93.7	%
Office/Technical Portfolio	84.5	%	97.6	%

Total Portfolio	93.8	%	93.8	%