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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 28, 2008

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.)

800 Boylston Street, Suite 1900, 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 Item 2.02—“Results of Operations and Financial Condition” is being furnished. Such information, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

On October 28, 2008, the Company issued a press release announcing its financial results for the third quarter of 2008. 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, 2008.

*99.2		Press release dated October 28, 2008.

*	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 28, 2008	By:	/s/ Michael E. LaBelle
		Michael E. LaBelle
		Senior Vice President, Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description
*99.1		Boston Properties, Inc. Supplemental Operating and Financial Data for the quarter ended September 30, 2008.

*99.2		Press release dated October 28, 2008.

*	Filed herewith.

Supplemental Operating and Financial Data

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended September 30, 2008

Boston Properties, Inc.

Third Quarter 2008

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 and Occupancy Analysis		41
Same Property Performance		42
Reconciliation to Same Property Performance and Net Income		43-44
Leasing Activity		45
Capital Expenditures, Tenant Improvements and Leasing Commissions		46
Acquisitions/Dispositions		47
Value Creation Pipeline—Construction in Progress		48
Value Creation Pipeline—Land Parcels and Purchase Options		49
Definitions		50-51

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 of our joint venture partners to satisfy their obligations, 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 2008

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 one hotel. 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-three individuals average twenty-five years of real estate experience and fifteen 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, Edward H. Linde, Chief Executive Officer, and Douglas T. Linde, our President. Each has a national reputation, which attracts business and investment opportunities. In addition, our two 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 nine distinquished 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 with partners 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, 2008)


Corporate Headquarters		Boston, Massachusetts
Markets		Boston, Midtown Manhattan, Washington, D.C., San Francisco, and Princeton, N.J.
Fiscal Year-End		December 31
Total Properties (includes unconsolidated joint ventures)		146
Total Square Feet (includes unconsolidated joint ventures)		48.5 million
Common Shares and Units Outstanding (as converted, but excluding outperformance plan units)		142.5 million
Dividend—Quarter/Annualized		$0.68/$2.72
Dividend Yield		2.90%
Total Combined Market Capitalization		$21.0 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB (Fitch); A- (S&P)

Boston Properties, Inc.

Third Quarter 2008

INVESTOR INFORMATION


Board of Directors			Management
Mortimer B. Zuckerman	Carol B. Einiger	Douglas T. Linde	Mitchell S. Landis
Chairman of the Board	Director	President	Senior Vice President and Regional Manager of Princeton

Edward H. Linde	Alan J. Patricof	E. Mitchell Norville	Robert E. Pester
Chief Executive Officer and Director	Director, Chair of Audit Committee	Executive Vice President, Chief Operating Officer	Senior Vice President and Regional Manager of San Francisco

Lawrence S. Bacow	Richard E. Salomon	Raymond A. Ritchey	Robert E. Selsam
Director	Director, Chair of Compensation Committee	Executive Vice President, National Director of Acquisitions & Development	Senior Vice President and Regional Manager of New York

Zoë Baird	Martin Turchin	Michael LaBelle	Frank D. Burt
Director, Chair of Nominating & Corporate Governance Committee	Director	Senior Vice President, Chief Financial Officer	Senior Vice President, General Counsel

	David A. Twardock	Peter D. Johnston	Michael Walsh
	Director	Senior Vice President and Regional Manager of Washington, D.C.	Senior Vice President, Finance

		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
800 Boylston Street Suite 1900 Boston, MA 02199 (t) 617.236.3300 (f) 617.236.3311	BXP Stock Exchange Listing New York Stock Exchange	Boston Properties, Inc. 800 Boylston Street, Suite 1900 Boston, MA 02199 (t) 617.236.3322 (f) 617.236.3311 www.bostonproperties.com	Inquiries should be directed to Michael Walsh, Senior Vice President, Finance at 617.236.3410 or mwalsh@bostonproperties.com Arista Joyner, Investor Relations Manager at 617.236.3343 or ajoyner@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 2008			Q2 2008			Q1 2008			Q4 2007			Q3 2007
High Closing Price	$	104.35		$	105.04		$	98.39		$	113.60		$	106.20
Low Closing Price	$	87.00		$	90.07		$	82.10		$	88.71		$	92.82
Average Closing Price	$	96.41		$	97.79		$	89.38		$	100.95		$	100.08
Closing Price, at the end of the quarter	$	93.66		$	90.22		$	92.07		$	91.81		$	103.90
Dividends per share—annualized (1)	$	2.72		$	2.72		$	2.72		$	2.72		$	2.72
Closing dividend yield—annualized (1)		2.90	%		3.01	%		2.95	%		2.96	%		2.62	%
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding outperformance plan units) (thousands) (2)		142,455			142,447			142,182			141,910			141,676
Closing market value of outstanding shares and units (thousands)	$	13,342,335		$	12,851,568		$	13,090,697		$	13,028,757		$	14,720,136

(1)

Excludes special dividend of $5.98 per share paid on January 30, 2008.

(2)

For additional detail, see page 13.


Timing
Quarterly results for 2008 will be announced according to the following schedule:

Fourth Quarter		Late January 2009

Boston Properties, Inc.

Third Quarter 2008

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage
Mitchell Germain / Ian Hunter	Shelia McGrath / Bill Carrier	Thomas Cook	Rating Agencies:
Banc of America Securities	Keefe, Bruyette & Woods	Citigroup Global Markets
646.855.1794 / 646.855.0305	212.887.7793 / 212.887.3810	212.723.1112	Janice Svec
			Fitch Ratings
Ross Smotrich / Jeff Langbaum	Jordan Sadler / Craig Mailman	Matthew Lynch	212.908.0304
Barclays Capital	KeyBanc Capital Markets	Credit Suisse Securities
212.412.6830 / 212.526.0971	917.368.2280 / 917.368.2316	212.325.6456	Karen Nickerson
			Moody’s Investors Service
Michael Bilerman / Irwin Guzman	Nick Pirsos	Mark Streeter	212.553.4924
Citigroup Global Markets	Macquarie Research Equities	J.P. Morgan Securities
212.816.1383 / 212.816.1685	612.237.3081	212.834.5086	James Fielding
			Standard & Poor’s
Steve Benyik	Steve Sakwa / Ian Weissman	Thierry Perrein / Jason Jones	212.438.2452
Credit Suisse North America	Merrill Lynch & Company	Wachovia
212.538.0239	212.449.0335 / 212.449.6255	704.715.8455 / 704.715.7932

Lou Taylor / Vin Chao	Mark Biffert / Marisha Clinton
Deutsche Bank Securities	Oppenheimer & Company
203.863.2381 / 212.250.8811	212.667.7062 / 212.667.7416

Wilkes Graham	David Rogers / Mike Carroll
Friedman, Billings, Ramsey	RBC Capital Markets
703.312.9737	440.715.2647 / 440.715.2649

Jay Habermann / Sloan Bohlen	John Guinee / Erin Aslakson
Goldman Sachs & Company	Stifel, Nicolaus & Company
917.343.4260 / 212.902.2796	443.224.1307 / 443.224.1350

Michael Knott / Matt Wokasch	James Feldman / Jonathon Petersen
Green Street Advisors	UBS Investment Research
949.640.8780 / 949.640.8780	212.713.4932 / 212.713.4057

Anthony Paolone / Michael Mueller
J.P. Morgan Securities
212.622.6682 / 212.622.6689

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 2008

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 pages 50-51.


	Three Months Ended
	30-Sep-08			30-Jun-08			31-Mar-08			31-Dec-07			30-Sep-07
Income Items:
Revenue	$	357,048		$	368,520		$	370,559		$	380,790		$	368,584
Straight-line rent (SFAS 13) (1) (2)	$	(7,216	)	$	11,220		$	13,073		$	9,256		$	8,245
Fair value lease revenue (SFAS 141) (2) (3)	$	25,730		$	7,105		$	1,372		$	1,341		$	1,232
Company share of funds from operations from unconsolidated joint ventures	$	34,312		$	10,827		$	4,305		$	2,879		$	3,379
Lease termination fees (included in revenue) (2)	$	1,438		$	1,509		$	4,005		$	2,881		$	742
Capitalized interest	$	11,265		$	9,736		$	9,485		$	10,419		$	8,375
Capitalized wages	$	3,036		$	3,012		$	3,211		$	3,271		$	2,603
Operating Margins [(rental revenue—rental expense)/rental revenue] (4)		64.3	%		67.7	%		67.8	%		67.5	%		67.6	%
Net income available to common shareholders	$	48,506		$	79,534		$	88,461		$	123,790		$	242,370
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 (5)	$	137,945		$	145,001		$	134,723		$	147,534		$	139,054
FFO per share after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate—diluted	$	1.13		$	1.19		$	1.11		$	1.22		$	1.15
Net income available to common shareholders per share—basic	$	0.40		$	0.66		$	0.74		$	1.04		$	2.02
Net income available to common shareholders per share—diluted	$	0.40		$	0.66		$	0.73		$	1.02		$	1.99
Dividends per common share (6)	$	0.68		$	0.68		$	0.68		$	6.66		$	0.68
Funds available for distribution to common shareholders and common unitholders (FAD) (7)	$	135,835		$	141,106		$	119,831		$	119,993		$	123,557

Ratios:
Interest Coverage Ratio (excluding capitalized interest)—cash basis (8)		3.40			3.53			3.33			3.50			3.30
Interest Coverage Ratio (including capitalized interest)—cash basis (8)		2.91			3.06			2.91			3.03			2.94
FFO Payout Ratio (9)		60.18	%		57.14	%		61.26	%		55.74	%		59.13	%
FAD Payout Ratio (10)		72.86	%		67.92	%		79.92	%		79.59	%		77.07	%

	30-Sep-08			30-Jun-08			31-Mar-08			31-Dec-07			30-Sep-07
Capitalization:
Common Stock Price @ Quarter End	$	93.66		$	90.22		$	92.07		$	91.81		$	103.90
Equity Value @ Quarter End	$	13,342,335		$	12,851,568		$	13,090,697		$	13,028,757		$	14,720,136
Total Consolidated Debt	$	6,111,463		$	5,503,889		$	5,527,832		$	5,492,166		$	5,409,268
Total Consolidated Market Capitalization	$	19,453,798		$	18,355,457		$	18,618,529		$	18,520,923		$	20,129,404
Consolidated Debt/ Total Consolidated Market Capitalization (11)		31.42	%		29.99	%		29.69	%		29.65	%		26.87	%
BXP’s Share of Joint Venture Debt	$	1,552,461		$	1,200,731		$	236,648		$	202,471		$	236,111
Total Combined Debt	$	7,663,924		$	6,704,620		$	5,764,480		$	5,694,637		$	5,645,379
Total Combined Market Capitalization (12)	$	21,006,260		$	19,556,189		$	18,855,177		$	18,723,394		$	20,365,515
Combined Debt/Total Combined Market Capitalization (12) (13)		36.48	%		34.28	%		30.57	%		30.41	%		27.72	%

(1)	During the quarter ended September 30, 2008, the Company recognized reserves for Lehman Brothers Inc. and Heller Ehrman LLP totaling approximately $13.2 million and $7.8 million, respectively.

(2)	Includes the Company‘s share of unconsolidated joint venture amounts. For additional detail, see page 18.

(3)	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.

(4)

Rental Expense consists of operating expenses and real estate taxes. Amounts are exclusive of the gross up of reimbursable electricity and other amounts totaling $10,571, $9,860, $9,180, $8,403 and $9,556 for the three months ended September 30, 2008, June 30, 2008, March 31, 2008, December 31, 2007 and September 30, 2007, respectively. Operating margins for the three months ended September 30, 2008 are impacted by the establishment of non-cash reserves for the accrued straight-line rent balances associated with the Company’s leases with Lehman Brothers, Inc. and the law firm Heller Ehrman, LLP for $13.2 million and $7.8 million, respectively.

(5)

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 September 30, 2007.

(6)	For the three months ended December 31, 2007, dividends per share includes the $5.98 per common share special dividend paid on January 30, 2008.

(7)	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.

(8)	For additional detail, see page 11.

(9)

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 December 31, 2007, excludes the $5.98 per share special dividend paid on January 30, 2008.

(10)	Gross dividends to common shareholders plus distributions to common Operating Partnership unitholders divided by FAD. For the three months ended December 31, 2007, excludes the $5.98 per share special dividend paid on January 30, 2008.

(11)	For disclosures related to our definition of Consolidated Debt to Total Consolidated Market Capitalization, see page 50.

(12)	For additional detail, see page 13.

(13)	For disclosures related to our definition of Combined Debt to Total Combined Market Capitalization, see page 50.

Boston Properties, Inc.

Third Quarter 2008

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	30-Sep-08			30-Jun-08			31-Mar-08			31-Dec-07			30-Sep-07
ASSETS
Real estate	$	9,434,884		$	9,277,500		$	9,231,874		$	9,077,528		$	8,961,830
Development in progress		813,404			735,372			619,165			700,762			629,138
Land held for future development		253,891			253,313			266,555			249,999			212,801
Real estate held for sale		—			—			—			221,606	(1)		—
Less accumulated depreciation		(1,710,875	)		(1,647,145	)		(1,589,686	)		(1,531,707	)		(1,488,077	)

Total real estate		8,791,304			8,619,040			8,527,908			8,718,188			8,315,692
Cash and cash equivalents		55,597			112,110			794,643			1,506,921			1,894,198
Cash held in escrows		34,311			59,644			57,640			186,839			17,835
Marketable securities		16,160			20,372			23,404			22,584			—
Tenant and other receivables, net		57,554			42,116			34,580			58,074			43,199
Note receivable		270,000	(2)		270,000	(2)		100,000	(3)		—			—
Accrued rental income, net		316,411			326,149			313,011			300,594			299,082
Deferred charges, net		314,562			305,287			294,002			287,199			257,469
Prepaid expenses and other assets		44,039			26,511			51,357			30,566			55,658
Investments in unconsolidated joint ventures (4)		973,396			606,696			152,942			81,672			102,488

Total assets	$	10,873,334		$	10,387,925		$	10,349,487		$	11,192,637		$	10,985,621


LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Mortgage notes payable	$	2,282,699		$	2,535,496		$	2,760,620		$	2,726,127		$	2,644,393
Unsecured senior notes, net of discount		1,472,258			1,472,141			1,472,027			1,471,913			1,471,801
Unsecured exchangeable senior notes, net of discount		2,037,506			1,296,252			1,295,185			1,294,126			1,293,074
Unsecured line of credit		319,000			200,000			—			—			—
Accounts payable and accrued expenses		164,986			183,192			128,769			145,692			133,714
Dividends and distributions payable		96,491			96,451			105,150			944,870			96,152
Accrued interest payable		48,705			55,979			47,355			54,487			46,671
Other liabilities (5)		167,646			187,104			221,432			232,705			198,314

Total liabilities		6,589,291			6,026,615			6,030,538			6,869,920			5,884,119

Commitments and contingencies		—			—			—			—			—

Minority interests		639,171			663,313			654,512			653,892			753,620

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, 119,851,868, 119,756,240, 119,669,070, 119,502,485, and 119,253,212 outstanding, respectively		1,199			1,198			1,197			1,195			1,193
Additional paid-in capital		3,317,358			3,341,887			3,317,643			3,305,219			3,289,760
Earnings in excess of dividends		366,482			399,502			401,410			394,324			1,065,993
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(37,445	)		(41,868	)		(53,091	)		(29,191	)		(6,342	)

Total stockholders’ equity		3,644,872			3,697,997			3,664,437			3,668,825			4,347,882

Total liabilities and stockholders’ equity	$	10,873,334		$	10,387,925		$	10,349,487		$	11,192,637		$	10,985,621

(1)	At December 31, 2007, Real Estate Held for Sale consisted of the Mountain View Research Park and Technology Park properties which were transferred into the Company’s Value-Added Fund on January 7, 2008.

(2)	The note receivable represents a partner loan from the Company to the joint venture that owns the General Motors Building, see page 17.

(3)

Represents the balance of the promissory note due from the Value-Added Fund and payable to the Company, which related to the transfer by the Company of the Mountain View properties to the Value-Added Fund in January 2008. The promissory note bore interest at a rate of 7% per annum and was scheduled to mature in October 2008, subject to extension at the option of the Value-Added Fund until April 2009. The Value-Added Fund obtained third-party financing secured by the Mountain View Research Park properties on May 30, 2008 and repaid the remaining outstanding balance on the note to the Company.

(4)	For additional detail, see page 18.

(5)

At September 30, 2008, June 30, 2008, March 31, 2008, December 31, 2007 and September 30, 2007, Other Liabilities included approximately $1.3 million, $1.8 million, $2.3 million, $26.1 million and $26.5 million and approximately $1.6 million, $3.1 million, $4.6 million, $6.1 million and $8.4 million consisting of the master lease and revenue support obligations, respectively, related to the sale of 280 Park Avenue, approximately $25.0 million, $25.0 million, $24.8 million, $24.4 million and $24.0 million, respectively, related to the redemption of the outside members’ equity interests in the entity that owns Citigroup Center and the fair values of the Company’s interest rate hedging contracts of approximately $0.01 million, $8.2 million, $53.2 million, $25.7 million and $3.5 million, respectively.

Boston Properties, Inc.

Third Quarter 2008

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Sep-08			30-Jun-08			31-Mar-08			31-Dec-07			30-Sep-07
Revenue:
Rental
Base Rent (1)	$	266,205		$	281,072		$	281,394		$	277,088		$	268,277
Recoveries from tenants		55,968			49,848			48,884			46,926			44,934
Parking and other		16,624			17,317			16,501			16,845			16,328

Total rental revenue		338,797			348,237			346,779			340,859			329,539
Hotel revenue		8,482			9,708			6,524			13,121			8,646
Development and management services		9,557			6,460			5,477			5,378			5,318
Interest and other (2)		212			4,115			11,779			21,432			25,081

Total revenue		357,048			368,520			370,559			380,790			368,584

Expenses:
Operating		77,324			71,227			70,369			68,610			68,647
Real estate taxes		50,391			47,876			47,364			47,855			44,859
Hotel operating		6,318			6,449			5,897			9,059			6,275
General and administrative (2) (3)		18,758			17,467			19,588			16,594			20,189
Interest (4)		68,308			64,564			67,839			68,289			69,929
Depreciation and amortization		75,321			74,389			74,671			71,421			70,916
Net derivative losses		6,318			(257	)		3,788			—			—
Losses from early extinguishments of debt (5)		—			—			—			—			2,695

Total expenses		302,738			281,715			289,516			281,828			283,510

Income before income from unconsolidated joint ventures		54,310			86,805			81,043			98,962			85,074
Minority interests in property partnerships		(525	)		(420	)		(625	)		(84	)		—
Income from unconsolidated joint ventures		2,644			1,855			1,042			805			1,390

Income before minority interest in Operating Partnership		56,429			88,240			81,460			99,683			86,464
Minority interest in Operating Partnership (6)		(9,420	)		(14,009	)		(13,024	)		(23,181	)		(13,946	)

Income before gains on sales of real estate		47,009			74,231			68,436			76,502			72,518
Gains on sales of real estate, net of minority interest		1,497			5,303			20,025			—			168,495

Income before discontinued operations		48,506			79,534			88,461			76,502			241,013
Income from discontinued operations, net of minority interest		—			—			—			862			1,357
Gains on sales of real estate from discontinued operations, net of minority interest		—			—			—			46,426			—

Net income available to common shareholders	$	48,506		$	79,534		$	88,461		$	123,790		$	242,370


INCOME PER SHARE OF COMMON STOCK (EPS)
Net income available to common shareholders per share—basic	$	0.40		$	0.66		$	0.74		$	1.04		$	2.02

Net income available to common shareholders per share—diluted	$	0.40		$	0.66		$	0.73		$	1.02		$	1.99

(1)	During the quarter ended September 30, 2008, the Company recognized reserves for Lehman Brothers Inc. and Heller Ehrman LLP totaling approximately $13.2 million and $7.8 million, respectively.

(2)

Interest and other includes $(795), $(160), $(597), $(294) and $31, and general and administrative expenses includes $(770), $(138), $(657), $(245) and $43 for the three months ended September 30, 2008, June 30, 2008, March 31, 2008, December 31, 2007 and September 30, 2007, respectively, related to the Company’s deferred compensation plan.

(3)	General and administrative expenses includes a write-off of approximately $1.4 million and $4.5 million of costs related to abandoned development projects for the three months ended March 31, 2008 and September 30, 2007, respectively.

(4)	Interest expense is reported net of capitalized interest of $11,265, $9,736, $9,485, $10,419 and $8,375 for the three months ended September 30, 2008, June 30, 2008, March 31, 2008, December 31, 2007 and September 30, 2007, respectively.

(5)	Includes an approximately $2.7 million loss from the early extinguishment of debt associated with the sale of real estate for the three months ended September 30, 2007.

(6)

Equals minority interest share of 14.58%, 14.51%, 14.56%, 14.58% and 14.62% of income before minority interest in Operating Partnership after deduction for preferred distributions for the three months ended September 30, 2008, June 30, 2008, March 31, 2008, December 31, 2007 and September 30, 2007, respectively.

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

Boston Properties, Inc.

Third Quarter 2008

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Sep-08		30-Jun-08		31-Mar-08		31-Dec-07			30-Sep-07
Net income available to common shareholders	$	48,506	$	79,534	$	88,461	$	123,790		$	242,370
Add:
Minority interest in Operating Partnership		9,420		14,009		13,024		23,181			13,946
Minority interests in property partnerships		525		420		625		84			—
Less:
Income from unconsolidated joint ventures		2,644		1,855		1,042		805			1,390
Gains on sales of real estate, net of minority interest		1,497		5,303		20,025		—			168,495
Income from discontinued operations, net of minority interest		—		—		—		862			1,357
Gains on sales of real estate from discontinued operations, net of minority interest		—		—		—		46,426			—

Income before minority interests and income from unconsolidated joint ventures		54,310		86,805		81,043		98,962			85,074
Add:
Real estate depreciation and amortization (1)		106,475		82,838		77,619		73,306			73,195
Income from discontinued operations		—		—		—		1,009			1,589
Income from unconsolidated joint ventures		2,644		1,855		1,042		805			1,390
Less:
Minority property partnerships’ share of funds from operations		1,013		928		1,111		437			—
Preferred distributions		931		949		905		926	(2)		1,054

Funds from operations (FFO)		161,485		169,621		157,688		172,719			160,194
Add:
Losses from early extinguishments of debt associated with the sales of real estate		—		—		—		—			2,675

FFO after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate		161,485		169,621		157,688		172,719			162,869
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		23,540		24,620		22,965		25,185			23,815

FFO available to common shareholders after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate (3)	$	137,945	$	145,001	$	134,723	$	147,534		$	139,054

FFO per share after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate—basic	$	1.15	$	1.21	$	1.13	$	1.24		$	1.17

FFO per share—basic	$	1.15	$	1.21	$	1.13	$	1.24		$	1.15

Weighted average shares outstanding—basic		119,832		119,753		119,536		119,249			119,010

FFO per share after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate—diluted	$	1.13	$	1.19	$	1.11	$	1.22		$	1.15

FFO per share—diluted	$	1.13	$	1.19	$	1.11	$	1.22		$	1.13

Weighted average shares outstanding—diluted		122,830		122,776		122,483		122,338			122,298

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $75,321, $74,389, $74,671, $71,421 and $70,916, our share of unconsolidated joint venture real estate depreciation and amortization of $31,669, $8,972, $3,263, $2,074 and $1,989 and depreciation and amortization from discontinued operations of $0, $0, $0, $234 and $700, less corporate related depreciation of $515, $523, $315, $423, and $410 for the three months ended September 30, 2008, June 30, 2008, March 31, 2008, December 31, 2007 and September 30, 2007, respectively.

(2)	Excludes approximately $8.7 million for the three months ended December 31, 2007 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.

(3)	Based on weighted average shares for the quarter. Company’s share for the quarter ended September 30, 2008, June 30, 2008, March 31, 2008, December 31, 2007 and September 30, 2007 was 85.42%, 85.49%, 85.44%, 85.42% and 85.38%, respectively.

Boston Properties, Inc.

Third Quarter 2008

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	September 30, 2008			June 30, 2008			March 31, 2008			December 31, 2007				September 30, 2007
	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	$	161,485	140,281	$	169,621	140,086	$	157,688	139,911	$	172,719		139,605	$	162,869	139,392
Effect of Dilutive Securities
Convertible Preferred Units		931	1,461		949	1,461		905	1,461		926	(1)	1,460		1,054	1,644
Stock Options and Exchangeable Notes		—	1,537		—	1,562		—	1,486		—		1,629		—	1,645

Diluted FFO after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate	$	162,416	143,279	$	170,570	143,109	$	158,593	142,858	$	173,645		142,694	$	163,923	142,681

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		23,180	20,449		24,235	20,333		22,620	20,375		24,772		20,356		23,416	20,382

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)	$	139,236	122,830	$	146,335	122,776	$	135,973	122,483	$	148,873		122,338	$	140,507	122,299

FFO per share after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate—basic	$	1.15		$	1.21		$	1.13		$	1.24			$	1.17

FFO per share after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate—diluted	$	1.13		$	1.19		$	1.11		$	1.22			$	1.15

(1)	Excludes approximately $8.7 million for the three months ended December 31, 2007 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, 2008, June 30, 2008, March 31, 2008, December 31, 2007 and September 30, 2007 was 85.73%, 85.79%, 85.74%, 85.73% and 85.72%, respectively.

Boston Properties, Inc.

Third Quarter 2008

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	30-Sep-08			30-Jun-08			31-Mar-08			31-Dec-07			30-Sep-07
Basic FFO after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate (see page 9)	$	161,485		$	169,621		$	157,688		$	172,719		$	162,869
2nd generation tenant improvements and leasing commissions		(18,278	)		(10,281	)		(26,600	)		(28,553	)		(22,192	)
Straight-line rent (1) (2)		7,216			(11,220	)		(13,073	)		(9,256	)		(8,245	)
Recurring capital expenditures		(8,252	)		(5,075	)		(4,296	)		(16,217	)		(10,498	)
Fair value interest adjustment (1)		375			(627	)		(809	)		(789	)		(725	)
Fair value lease revenue (SFAS 141) (1)		(25,730	)		(7,105	)		(1,372	)		(1,341	)		(1,232	)
Hotel improvements, equipment upgrades and replacements		(446	)		(289	)		(993	)		(67	)		(214	)
Non real estate depreciation		515			523			315			423			410
Stock-based compensation		6,471			5,631			5,183			3,040			3,047
Net derivative losses		6,318			(257	)		3,788			—			—
Partners’ share of joint venture 2nd generation tenant improvement and leasing commissions		2,161			185			—			34			337

Funds available for distribution to common shareholder and common unitholders (FAD)	$	131,835		$	141,106		$	119,831		$	119,993		$	123,557

Interest Coverage Ratios

(in thousands, except for ratio amounts)


	Three Months Ended
	30-Sep-08			30-Jun-08			31-Mar-08			31-Dec-07			30-Sep-07
*Excluding Capitalized Interest*
Income before minority interests and income from unconsolidated joint ventures	$	54,310		$	86,805		$	81,043		$	98,962		$	85,074
Interest expense		68,308			64,564			67,839			68,289			69,929
Losses from early extinguishments of debt associated with the sales of real estate		—			—			—			—			2,675
Net derivative losses		6,318			(257	)		3,788			—			—
Depreciation and amortization expense		75,321			74,389			74,671			71,421			70,916
Depreciation from joint ventures		31,669			8,972			3,263			2,074			1,989
Income from unconsolidated joint ventures		2,644			1,855			1,042			805			1,390
Stock-based compensation		6,471			5,631			5,183			3,040			3,047
Discontinued operations—depreciation expense		—			—			—			234			700
Discontinued operations		—			—			—			1,009			1,589
Straight-line rent (1) (2)		7,216			(11,220	)		(13,073	)		(9,256	)		(8,245	)
Fair value lease revenue (SFAS 141) (1)		(25,730	)		(7,105	)		(1,372	)		(1,341	)		(1,232	)

Subtotal		226,527			223,634			222,384			235,237			227,832

Interest expense (2)		66,561			63,364			66,833			67,294			69,012
Interest Coverage Ratio		3.40			3.53			3.33			3.50			3.30

*Including Capitalized Interest*
Income before minority interests and income from unconsolidated joint ventures	$	54,310		$	86,805		$	81,043		$	98,962		$	85,074
Interest expense		68,308			64,564			67,839			68,289			69,929
Losses from early extinguishments of debt associated with the sales of real estate		—			—			—			—			2,675
Net derivative losses		6,318			(257	)		3,788			—			—
Depreciation and amortization expense		75,321			74,389			74,671			71,421			70,916
Depreciation from joint ventures		31,669			8,972			3,263			2,074			1,989
Income from unconsolidated joint ventures		2,644			1,855			1,042			805			1,390
Stock-based compensation		6,471			5,631			5,183			3,040			3,047
Discontinued operations—depreciation expense		—			—			—			234			700
Discontinued operations		—			—			—			1,009			1,589
Straight-line rent (1) (2)		7,216			(11,220	)		(13,073	)		(9,256	)		(8,245	)
Fair value lease revenue (SFAS 141) (1)		(25,730	)		(7,105	)		(1,372	)		(1,341	)		(1,232	)

Subtotal		226,527			223,634			222,384			235,237			227,832
Divided by:

Interest expense (3) (4)		77,826			73,100			76,318			77,713			77,387

Interest Coverage Ratio		2.91			3.06			2.91			3.03			2.94

(1)	Includes the Company’s share of unconsolidated joint venture amounts.

(2)	During the quarter ended September 30, 2008, the Company recognized reserves for Lehman Brothers Inc. and Heller Ehrman LLP totaling approximately $13.2 million and $7.8 million, respectively.

(3)	Excludes amortization of financing costs of $1,747, $1,200, $1,006, $995 and $917 for the three months ended September 30, 2008, June 30, 2008, March 31, 2008, December 31, 2007 and September 30, 2007, respectively.

(4)	Includes capitalized interest of $11,265, $9,736, $9,485, $10,419 and $8,375 for the three months ended September 30, 2008, June 30, 2008, March 31, 2008, December 31, 2007 and September 30, 2007, respectively.

Boston Properties, Inc.

Third Quarter 2008

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 qualifying properties sold or held for sale during the applicable period 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, 2008, June 30, 2008, March 31, 2008, December 31, 2007 and September 30, 2007, respectively.


	Three Months Ended
	30-Sep-08		30-Jun-08		31-Mar-08		31-Dec-07		30-Sep-07
Total Revenue (1)	$	—	$	—	$	—	$	1,612	$	2,923

Expenses:
Operating		—		—		—		369		634
Hotel operating		—		—		—		—		—
Depreciation and amortization		—		—		—		234		700

Total Expenses		—		—		—		603		1,334
Income before minority interest in Operating Partnership		—		—		—		1,009		1,589
Minority interest in Operating Partnership		—		—		—		147		232

Income from discontinued operations (net of minority interest)	$	—	$	—	$	—	$	862	$	1,357

Properties (2):								Orbital Sciences Campus		Orbital Sciences Campus
								Broad Run, Building E		Broad Run, Building E

(1)	The impact of the straight-line rent adjustment increased revenue by $0, $0, $0, $34 and $68 for the three months ended September 30, 2008, June 30, 2008, March 31, 2008, December 31, 2007 and September 30, 2007, respectively.

(2)	Discontinued operations does not include the operations of Democracy Center due to the Company’s continuing involvement in the management, for a fee, of this property subsequent to the sale through an agreement with the buyer.

Boston Properties, Inc.

Third Quarter 2008

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


	Aggregate Principal September 30, 2008
Mortgage Notes Payable	$	2,282,699

Unsecured Line of Credit		319,000

Unsecured Senior Notes, net of discount		1,472,258
Unsecured Exchangeable Senior Notes		2,037,506

Total Consolidated Debt	$	6,111,463

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)		5.194	%		5.693	%		6.291	%		6.381	%		6.03	%
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		A- (stable)			A- (stable)			A- (stable)			A- (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	$	1,055		$	191		$	225		$	1,271			2,742

Unsecured Senior Notes, net of discount	$	248,945		$	299,809		$	174,775		$	748,729		$	1,472,258


Boston Properties Limited Partnership Unsecured Exchangeable Senior Notes

Settlement Date		8/19/2008			2/6/2007			4/6/2006
Principal Amount	$	747,500		$	862,500		$	450,000					$	2,060,000
Yield (on issue date)		4.057	%		3.462	%		3.787	%					3.742	%
Coupon		3.625	%		2.875	%		3.787	%
Exchange Rate		8.5051	(1)		7.0430	(2)		10.0066	(3)
First Optional Redemption Date		1/1/2014			2/20/2012			5/18/2013
Maturity Date		2/15/2014			2/15/2037			5/15/2036
Discount		7,321			15,173			—						22,494

Unsecured Senior Exchangeable Notes	$	740,179		$	847,327		$	450,000					$	2,037,506

Equity

(in thousands)


	Shares/Units Outstanding as of 9/30/08	Common Stock Equivalents		Equivalent (4)
Common Stock	119,852	119,852	(5)	$	11,225,338
Common Operating Partnership Units	21,142	21,142	(6)		1,980,160
Series Two Preferred Operating Partnership Units	1,113	1,461			136,837

Total Equity		142,455		$	13,342,335

Total Consolidated Debt				$	6,111,463

Total Consolidated Market Capitalization					19,453,798

BXP’s share of Joint Venture Debt					1,552,461	(8)
Total Combined Debt (7)					7,663,924

Total Combined Market Capitalization (9)				$	21,006,260

(1)

The initial exchange rate is 8.5051 shares per $1,000 principal amount of the notes (or an initial exchange price of approximately $117.58 per share of Boston Properties, Inc.’s common stock). In addition, the Company entered into capped call transactions with affiliates of certain of the initial purchasers, which are intended to reduce the potential dilution upon future exchange of the notes. The capped call transactions are expected to have the effect of increasing the effective exchange price to the Company of the notes from $117.58 to approximately $137.17 per share, representing an overall effective premium of approximately 40% over the closing price on August 13, 2008 of $97.98 per share of Boston Properties, Inc.’s common stock. The net cost of the capped call transactions was approximately $44.4 million.

(2)

In connection with the special dividend of $5.98 per share of common stock declared on December 17, 2007, the exchange rate was adjusted from 6.6090 to 7.0430 shares per $1,000 principal amount of notes effective as of December 31, 2007, resulting in an exchange price of approximately $141.98 per share of Boston Properties, Inc.’s common stock.

(3)

In connection with the special dividend of $5.98 per share of common stock declared on December 17, 2007, the exchange rate was adjusted from 9.3900 to 10.0066 shares per $1,000 principal amount of notes effective as of December 31, 2007, resulting in an exchange price of approximately $99.93 per share of Boston Properties, Inc.’s common stock.

(4)	Value based on September 30, 2008 closing price of $93.66 per share of common stock.

(5)	Includes 32 shares of restricted stock.

(6)	Includes 946 long-term incentive plan units, but excludes 1,086 unvested outperformance plan units.

(7)	For disclosures relating to our definition of Total Combined Debt, see page 50.

(8)	Excludes the Company’s share ($270,000) of the aggregate of $450,000 of loans made to the joint venture that owns the General Motors Building by its partners.

(9)	For disclosures relating to our definition of Total Combined Market Capitalization, see page 50.

Boston Properties, Inc.

Third Quarter 2008

DEBT ANALYSIS (1)

Debt Maturities and Principal Payments

(in thousands)


	2008			2009			2010			2011			2012			Thereafter			Total
Floating Rate Debt	$	—		$	177,205		$	337,539		$	64,110		$	—		$	—		$	578,854
Fixed Rate Debt		22,943			95,442			132,870			545,153			946,999			3,789,202			5,532,609

Total Consolidated Debt	$	22,943		$	272,647		$	470,409		$	609,263		$	946,999		$	3,789,202		$	6,111,463

GAAP Weighted Average Floating Rate Debt		—			5.21	%		4.67	%		4.35	%		—			—			4.80	%
GAAP Weighted Average Fixed Rate Debt		8.00	%		6.38	%		7.86	%		7.02	%		3.69	%		5.26	%		5.26	%

Total GAAP Weighted Average Rate		8.00	%		5.62	%		5.57	%		6.74	%		3.69	%		5.26	%		5.21	%

Unsecured Debt

Unsecured Line of Credit—Matures August 3, 2010 (2)

(in thousands)


Facility		Outstanding @ 9/30/2008		Letters of Credit		Remaining Capacity @ 9/30/2008
$	1,000,000	$	319,000	$	39,360	$	641,640

Unsecured and Secured Debt Analysis


	% of Total Debt		Stated Weighted Average Rate		GAAP Weighted Average Rate		Weighted Average Maturity
Unsecured Debt	62.65	%	4.50	%	4.70	%	4.5 years
Secured Debt	37.35	%	6.23	%	6.07	%	5.3 years

Total Consolidated Debt	100.00	%	5.15	%	5.21	%	4.8 years

Floating and Fixed Rate Debt Analysis


	% of Total Debt		Stated Weighted Average Rate (3)		GAAP Weighted Average Rate		Weighted Average Maturity
Floating Rate Debt	9.47	%	3.89	%(3)	4.80	%(3)	1.7 years
Fixed Rate Debt	90.53	%	5.28	%	5.26	%	5.1 years

Total Consolidated Debt	100.00	%	5.15	%	5.21	%	4.8 years

Interest Rate Hedging Instruments (4)

(in thousands)


	Notional Amount			Weighted Average 10 Year Treasury Rate		Settlement Date		Other Comprehensive Loss Balance
Treasury Locks	$	325,000		4.74	%	4/1/2008	(5)	$	24,432
Forward-starting interest rate swap		50,000		4.61	%	7/31/2008	(6)		1,949

	$	375,000	(8)	4.72	%			$	26,381	(8)

Treasury Locks	$	50,000		4.28	%	7/31/2008	(6)	$	1,218
Forward-starting interest rate swaps		100,000		4.46	%	7/31/2008	(7)		5,954

	$	150,000		4.40	%			$	7,172

Total	$	525,000		4.63	%			$	33,553

(1)	Excludes unconsolidated joint ventures.

(2)	Unsecured Line of Credit has a one-year extension option.

(3)	The Company has entered into an interest rate swap contract to fix the one-month LIBOR index rate at 4.57% per annum plus a credit spread of 1.25% on a notional amount of $96.7 million. The swap contract went into effect on October 22, 2007 and expires on October 29, 2008.

(4)	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.

(5)	On April 1, 2008, the Company cash-settled these Treasury Locks and made cash payments to the counterparties totaling approximately $33.5 million.

(6)	On July 31, 2008, the Company cash-settled at maturity its two remaining treasury lock contracts and one forward-starting interest rate swap contract with notional amounts aggregating $100.0 million and made aggregate cash payments to the counterparties totaling approximately $3.9 million.

(7)	On September 2, 2008, the Company cash-settled at maturity its remaining forward-starting interest rate swap contracts with notional amounts aggregating $100.0 million and made aggregate cash payments to the counterparties totaling approximately $6.0 million.

(8)	On September 9, 2008, the Company executed an interest rate lock agreement with lenders for an all-in fixed rate inclusive of the credit spread of 6.10% per annum for an eight-year, $375.0 million loan collateralized by its Four Embarcadero Center property.

Boston Properties, Inc.

Third Quarter 2008

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

(in thousands)


Property	2008			2009			2010			2011			2012			Thereafter			Total
599 Lexington Avenue	$	—		$	—		$	—		$	—		$	—		$	750,000		$	750,000
Citigroup Center		2,261			9,453			10,136			456,898			—			—			478,748
South of Market		—			177,205			—			—			—			—			177,205	(2)
505 9th Street		—			—			—			—			—			130,000			130,000
One Freedom Square		573			2,375			2,513			2,660			66,093			—			74,214
Wisconsin Place Office		—			—			—			64,110			—			—			64,110	(2)
New Dominion Technology Park, Building Two		—			—			—			—			—			63,000			63,000
202, 206 & 214 Carnegie Center		236			994			56,306			—			—			—			57,536
140 Kendrick Street		395			1,637			1,730			1,828			1,932			48,359			55,881
New Dominion Technology Park, Building One		1			1,595			1,716			1,846			1,987			45,416			52,561
1330 Connecticut Avenue		626			2,577			2,701			45,021			—			—			50,925
Reservoir Place		521			48,592			—			—			—			—			49,113
Kingstowne Two and Retail		467			1,499			1,585			1,676			1,773			35,064			42,064
10 & 20 Burlington Mall Rd & 91 Hartwell		240			994			1,069			32,524			—			—			34,827
10 Cambridge Center		217			916			29,677			—			—			—			30,810
Sumner Square		178			747			804			865			930			22,896			26,420
Montvale Center		—			—			—			—			25,000			—			25,000
Eight Cambridge Center		194			819			22,911			—			—			—			23,924
1301 New York Avenue		458			21,628			—			—			—			—			22,086
Kingstowne One		197			624			659			696			736			17,031			19,943
University Place		238			992			1,063			1,139			1,221			14,999			19,652
Democracy Tower (formerly South of Market—Phase II)		—			—			18,539			—			—			—			18,539	(2)
Bedford Business Park		16,141			—			—			—						—			16,141	(3)

		22,943			272,647			151,409			609,263			99,672			1,126,765			2,282,699

Unsecured Senior Notes (4)		—			—			—			—			847,327			2,662,437			3,509,764
Unsecured Line of Credit		—			—			319,000			—			—			—			319,000	(5)

	$	22,943		$	272,647		$	470,409		$	609,263		$	946,999		$	3,789,202		$	6,111,463

% of Total Consolidated Debt		0.37	%		4.46	%		7.70	%		9.97	%		15.50	%		62.00	%		100.00	%
Balloon Payments	$	15,807		$	245,449		$	444,878		$	592,807		$	937,033		$	3,613,872		$	5,849,846
Scheduled Amortization	$	7,136		$	27,198		$	25,531		$	16,456		$	9,966		$	175,330		$	261,617

(1)	Excludes unconsolidated joint ventures.

(2)	The Company has two, one-year extension options.

(3)	Debt retired on October 10, 2008.

(4)	For our unsecured exchangeable notes, amounts are included in the year in which the first optional redemption date occurs rather than their stated maturity dates.

(5)	Unsecured Line of Credit has a one-year extension option.

Boston Properties, Inc.

Third Quarter 2008

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, 2008 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, 2008
Total Assets:
Capitalized Property Value (1)	$	14,575,925
Cash and Cash Equivalents		55,597
Investments in Marketable Securities		16,160
Undeveloped Land, at Cost		253,891
Development in Process, at Cost (including Joint Venture %)		1,114,954

Total Assets	$	16,016,527

Unencumbered Assets	$	9,407,015

Secured Debt (Fixed and Variable) (2)	$	2,268,371
Joint Venture Debt		1,552,801
Contingent Liabilities & Letters of Credit		45,605
Unsecured Debt (3)		3,854,000

Total Outstanding Debt	$	7,720,777

Consolidated EBITDA:
Income before minority interests and income from unconsolidated joint ventures (per Consolidated Income Statement)	$	54,310
Add: Interest Expense (per Consolidated Income Statement)		68,308
Add: Depreciation and Amortization (per Consolidated Income Statement)		75,321
Add: Net derivative losses		6,318
Add: Non-recurring or extraordinary items		21,000
Add: Loss from early extinguishment of debt		—

EBITDA		225,257
Add: Company share of unconsolidated joint venture EBITDA		56,165

Consolidated EBITDA	$	281,422

Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)	$	68,308
Add: Company share of unconsolidated joint venture interest expense		22,426
Less: Amortization of financing costs		(1,747	)
Less: Interest expense funded by construction loan draws		(1,666	)

Adjusted Interest Expense	$	87,321


Covenant Ratios and Related Data	Test		Actual
Total Outstanding Debt/Total Assets	Less than 60	%		48.2	%
Secured Debt/Total Assets	Less than 50	%		23.9	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)	Greater than 1.50	x		3.22
Unencumbered Assets/ Unsecured Debt	Greater than 150	%		244.1	%

Unencumbered Consolidated EBITDA			$	168,976

Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured
Interest Expense)				4.27

% of unencumbered Consolidated EBITDA to Consolidated EBITDA				66.5	%

# of unencumbered properties				95

(1)	Capitalized Property Value is determined for each property and is the greater of (A) annualized EBITDA capitalized at an 8.5% rate for CBD properties and a 9.0% rate for non-CBD properties, and (B) the undepreciated book value as determined under GAAP.

(2)	Excludes Fair Value Adjustment of $14,328

(3)	Excludes Debt Discount of $25,236

Boston Properties, Inc.

Third Quarter 2008

UNCONSOLIDATED JOINT VENTURE DEBT ANALYSIS (*)

Debt Maturities and Principal Payments by Property

(in thousands)



Property	2008			2009			2010			2011			2012			Thereafter			Total
General Motors Building (60%)	$	—		$	—		$	—		$	—		$	—		$	963,600		$	963,600	(1)
125 West 55th Street (60%)		—			—			158,100			—			—			—			158,100
Two Grand Central Tower (60%)		—			—			114,000			—			—			—			114,000
540 Madison Avenue (60%)		60			240			240			240			240			70,920			71,940
Metropolitan Square (51%)		274			1,152			63,437			—			—			—			64,863
Market Square North (50%)		300			1,260			41,549			—			—			—			43,109
901 New York Avenue (25%)		154			635			669			705			742			39,195			42,100
Eighth Avenue and 46th Street (50%)		—			11,800			—			—			—			—			11,800
Annapolis Junction (50%)		—			—			18,021			—			—			—			18,021	(2)
Wisconsin Place Retail (5%)		—			—			2,364			—			—			—			2,364	(2)

	$	788		$	15,087		$	398,380		$	945		$	982		$	1,073,715		$	1,489,897

GAAP Weighted Average Rate		7.33	%		5.87	%		6.92	%		5.56	%		5.55	%		6.58	%		6.66	%
% of Total Debt		0.05	%		1.01	%		26.74	%		0.06	%		0.07	%		72.07	%		100.00	%

Floating and Fixed Rate Debt Analysis


	% of Total Debt		Stated WeightedAverage Rate (1)		GAAP Weighted Average Rate		Weighted Average Maturity
Floating Rate Debt	2.16	%	4.39	%	4.68	%	1.4 years
Fixed Rate Debt	97.84	%	6.02	%	6.71	%	6.8 years

Total Debt	100.00	%	5.99	%	6.66	%	6.7 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)	Excludes the Company’s share ($270,000) of the aggregate of $450,000 of loans made to the joint venture by its partners.

(2)	Debt has options of two, one-year extensions.

Boston Properties, Inc.

Third Quarter 2008

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of September 30, 2008


	General Motors Building			125 West 55th Street			Two Grand Central Tower			540 Madison Avenue			Market Square North			Metropolitan Square			901 New York Avenue			Wisconsin Place (1)(2)			Annapolis Junction (1)			Eighth Avenue and 46th Street (1)			Subtotal		Value-Added Fund (3)(4)			Total Unconsolidated Joint Ventures
Investment (5)	$	713,479	(6)	$	122,462		$	147,535		$	97,990		$	5,845		$	37,699		$	(572	)	$	49,007		$	8,140		$	19,647		$	1,201,232	$	42,164		$	1,243,396
Note Receivable (6)		270,000			—			—			—			—			—			—			—			—			—			270,000		—			270,000

Net Equity	$	443,479		$	122,462		$	147,535		$	97,990		$	5,845		$	37,699		$	(572	)	$	49,007		$	8,140		$	19,647		$	931,232	$	42,164		$	973,396

Mortgage/Construction loans payable (5)	$	963,600		$	158,100		$	114,000		$	71,940		$	43,109		$	64,863		$	42,100		$	2,364		$	18,021		$	11,800		$	1,489,897	$	62,904		$	1,552,801

BXP’s nominal ownership percentage		60.00	%		60.00	%		60.00	%		60.00	%		50.00	%		51.00	%		25.00	%		23.89	%		50.00	%		50.00	%				36.92	%

Results of Operations

(unaudited and in thousands)

for the three months ended September 30, 2008


	General Motors Building			125 West 55th Street			Two Grand Central Tower		540 Madison Avenue		Market Square North			Metropolitan Square		901 New York Avenue			Wisconsin Place (1)(2)			Annapolis Junction (1)			Eighth Avenue and 46th Street (1)		Subtotal			Value-Added Fund (3)(4)			Total Unconsolidated Joint Ventures
REVENUE
Rental	$	50,031		$	4,563		$	4,848	$	3,303	$	6,030		$	7,496	$	7,951		$	321		$	—		$	—	$	84,543		$	3,913		$	88,456
Straight-line rent (SFAS 13)		3,000			1,224			174		325		(101	)		132		238			—			—			—		4,992			221			5,213
Fair value lease revenue (SFAS 141)		35,183			1,927			2,011		705		—			—		—			—			—			—		39,826			930			40,756

Total revenue		88,214			7,714			7,033		4,333		5,929			7,628		8,189			321			—			—		129,361			5,064			134,425

EXPENSES
Operating		19,012			1,875			2,036		1,419		2,272			3,113		3,039			479			10			—		33,255			2,307			35,562

NET OPERATING INCOME		69,202			5,839			4,997		2,914		3,657			4,515		5,150			(158	)		(10	)		—		96,106			2,757			98,863

Interest		26,097			2,572			1,563		1,044		1,674			2,620		2,214			—			—			—		37,784			2,704			40,488
Interest other—partner loans		12,741			—			—		—		—			—		—			—			—			—		12,741			—			12,741
Depreciation and amortization		39,954			3,809			2,792		1,574		1,127			1,656		1,508			280			—			—		52,700			2,482			55,182

SUBTOTAL		78,792			6,381			4,355		2,618		2,801			4,276		3,722			280			—			—		103,225			5,186			108,411

Gains on sale of real estate		—			—			—		—		—			—		—			—			—			—		—			—			—
Losses from early extinguishment of debt		—			—			—		—		—			—		—			—			—					—			—			—

NET INCOME/(LOSS)	$	(9,590	)	$	(542	)	$	642	$	296	$	856		$	239	$	1,428		$	(438	)	$	(10	)	$	—	$	(7,119	)	$	(2,429	)	$	(9,548	)

BXP’s share of net income/(loss)	$	(5,754	)	$	(325	)	$	384	$	178	$	428		$	122	$	894	(7)	$	(134	)	$	(5	)	$	—	$	(4,212	)	$	(788	)	$	(5,000	)
Elimination of inter-entity interest on partner loan		7,644			—			—		—		—			—		—			—			—			—		7,644			—		$	7,644

Income from unconsolidated joint ventures	$	1,890		$	(325	)	$	384	$	178	$	428		$	122	$	894		$	(134	)	$	(5	)	$	—	$	3,432		$	(788	)	$	2,644
BXP’s share of depreciation & amortization		23,972			2,285			1,675		944		564			845		384			93			—			—		30,762			906			31,668

BXP’s share of Funds from Operations (FFO)	$	25,862		$	1,960		$	2,059	$	1,122	$	992		$	967	$	1,278		$	(41	)	$	(5	)	$	—	$	34,194		$	118		$	34,312

BXP’s share of net operating income/(loss)	$	41,521		$	3,503		$	2,998	$	1,748	$	1,829		$	2,303	$	1,288		$	(41	)	$	(5	)	$	—	$	55,144		$	1,255		$	56,399

(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 25% interest in 300 Billerica Road and Circle Star, as well as a 39.5% interest in Mountain View Research Park and Mountain View Technology Park.

(5)	Represents the Company’s share.

(6)	Includes the Company’s share ($270,000) of the aggregate of $450,000 of loans made to the joint venture by it’s partners.

(7)	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 2008

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 Value-Added Fund had total equity commitments of $140 million. The Company receives asset management, property management, leasing and redevelopment fees and, if certain return thresholds are achieved, will be entitled to an additional promoted interest.

On January 7, 2008, the Company transferred the Mountain View properties to its Value-Added Fund. In connection with the transfer of the Research Park and Technology Park properties to the Value-Added Fund, the Company and its partners agreed to certain modifications to the Value-Added Fund’s original terms, including bifurcating the Value-Added Fund’s promote structure such that Research Park and Technology Park will be accounted for separately from the non-Mountain View properties currently owned by the Value-Added Fund (i.e., Circle Star and 300 Billerica Road). As a result of the modifications, the Company’s interest in the Mountain View properties is approximately 39.5% and its interest in the non-Mountain View properties is 25%. The Company does not expect that the Value-Added Fund will make any future investments in new properties. The investments held by the Value-Added Fund are not included in the Company's portfolio information tables or any other portfolio level statistics and therefore are presented below.

Property Information


Property Name	Number of Buildings	Square Feet	Leased %		Annual Revenue per leased SF (1)		Mortgage Notes Payable (2)
300 Billerica Road, Chelmsford, MA	1	110,882	100.0	%	$	7.42	$	1,875	(3)
Circle Star, San Carlos, CA	2	206,945	45.2	%		20.68		10,500	(4)
Mountain View Research Park, Mountain View, CA	16	600,989	56.9	%		28.97		41,029	(5)
Mountain View Technology Park, Mountain View, CA	7	135,279	76.6	%		24.30		9,500	(6)

Total	26	1,054,095	61.7	%	$	23.36	$	62,904

Results of Operations

(unaudited and in thousands)

for the three months ended September 30, 2008


	Value-Added Fund
REVENUE
Rental	$	3,913
Straight-line rent (SFAS 13)		221
Fair value lease revenue (SFAS 141)		930

Total revenue		5,064

EXPENSES
Operating		2,307

SUBTOTAL		2,757

Interest		2,704
Depreciation and amortization		2,482

SUBTOTAL		5,186

Gains on sale of real estate		—
Loss from early extinguishment of debt		—

NET INCOME	$	(2,429	)

BXP’s share of net income	$	(788	)
BXP’s share of depreciation & amortization		906

BXP’s share of Funds from Operations (FFO)	$	118

The Company’s Equity in the Value-Added Fund	$	42,164

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Represents the Company’s share.

(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 mortgage bears interest at a variable rate of LIBOR plus 1.75% and matures on May 31, 2011, with two, one-year extension options. The Value-Added Fund has entered into three (3) interest rate swap contracts to fix the one-month LIBOR index rate at 3.63% per annum on an aggregate notional amount of $103 million. The swap contracts went into effect on June 2, 2008 and expire on April 1, 2011.

(6)

The mortgage bears interest at a variable rate of LIBOR plus 1.50% and matures on March 31, 2011, with two, one-year extension options. The Value-Added Fund has entered into an interest rate swap contract to fix the one-month LIBOR index rate at 4.085% per annum on a notional amount of $24 million. The swap contract went into effect on June 12, 2008 and expires on March 31, 2011.

Boston Properties, Inc.

Third Quarter 2008

PORTFOLIO OVERVIEW

Rentable Square Footage and Percentage of Portfolio Net Operating Income of In-Service Properties by Location and Type of Property for the Quarter Ended September 30, 2008 (1) (2) (3)


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	7,989,030		20.3	%	834,062		2.0	%	8,823,092		26.4	%	0.8	%	23.1	%
Greater Washington	7,695,429	(5)	20.5	%	825,232		1.1	%	8,520,661	(5)	25.5	%	—		21.6	%
Greater San Francisco	4,973,723		12.8	%	—		—		4,973,723		14.9	%	—		12.8	%
Midtown Manhattan	8,824,765	(6)	39.5	%	—		—		8,824,765	(6)	26.4	%	—		39.5	%
Princeton/East Brunswick, NJ	2,324,692		3.0	%	—		—		2,324,692		6.9	%	—		3.0	%

	31,807,639		96.1	%	1,659,294		3.1	%	33,466,933		100.0	%	0.8	%	100.0	%

% of Total	95.0	%			5.0	%			100.0	%


*Percentage of Portfolio Net Operating Income of In-Service Properties* *by Location and Type of Property (2) (4)*
Geographic Area	CBD		Suburban		Total
Greater Boston	17.0	%	6.1	%	23.1	%
Greater Washington	9.5	%	12.1	%	21.6	%
Greater San Francisco	10.3	%	2.5	%	12.8	%
Midtown Manhattan	39.5	%	—		39.5	%
Princeton/East Brunswick, NJ	—		3.0	%	3.0	%

Total	76.3	%	23.7	%	100.0	%


*Hotel Properties*
Hotel Properties	Number of Rooms	Square Feet
Cambridge Center Marriott, Cambridge, MA	431	330,400
Total Hotel Properties	431	330,400

*Structured Parking*
	Number of Spaces	Square Feet
Total Structured Parking	32,542	10,336,047

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

(2)	Portfolio Net Operating Income is a non-GAAP financial measure. For a quantitative reconciliation of Portfolio NOI to net income availabe to common shareholders, see page 43. For disclosures relating to our use of NOI see page 51.

(3)	Includes approximately 1,600,000 square feet of retail space.

(4)	The calculation for percentage of Portfolio Net Operating Income excludes termination income and includes the Company's share of each unconsolidated joint venture other than the Value-Added Fund.

(5)	Includes 586,887 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.

(6)	Includes 1,787,438 square feet at General Motors Building, 558,671 square feet at 125 West 55th Street, 635,275 square feet at Two Grand Central Tower and 283,385 square feet at 540 Madison Avenue which are all 60% owned by Boston Properties.

Boston Properties, Inc.

Third Quarter 2008

In-Service Property Listing

as of September 30, 2008


	Sub Market	Number of Buildings	Square Feet	Leased %		Annualized Revenue Per Leased SF (1)		Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)
Greater Boston
Office
800 Boylston Street—The Prudential Center	CBD Boston MA	1	1,190,403	94.1	%	$	41.85	N	CBD
111 Huntington Avenue—The Prudential Center	CBD Boston MA	1	859,642	99.6	%		62.64	N	CBD
101 Huntington Avenue—The Prudential Center	CBD Boston MA	1	505,939	100.0	%		39.47	N	CBD
The Shops at the Prudential Center	CBD Boston MA	1	509,806	97.2	%		71.01	N	CBD
Shaws Supermarket at the Prudential Center	CBD Boston MA	1	57,235	100.0	%		52.76	N	CBD
One Cambridge Center	East Cambridge MA	1	215,385	80.4	%		38.94	N	CBD
Three Cambridge Center	East Cambridge MA	1	108,152	77.7	%		31.82	N	CBD
Four Cambridge Center	East Cambridge MA	1	198,295	92.8	%		40.77	N	CBD
Five Cambridge Center	East Cambridge MA	1	240,480	99.3	%		45.02	N	CBD
Eight Cambridge Center	East Cambridge MA	1	177,226	100.0	%		35.80	Y	CBD
Ten Cambridge Center	East Cambridge MA	1	152,664	100.0	%		40.21	Y	CBD
Eleven Cambridge Center	East Cambridge MA	1	79,616	90.2	%		47.82	N	CBD
University Place	Mid-Cambridge MA	1	195,282	100.0	%		38.28	Y	CBD
Reservoir Place	Route 128 Mass Turnpike MA	1	527,611	92.9	%		30.27	Y	S
Reservoir Place North	Route 128 Mass Turnpike MA	1	73,258	100.0	%		34.35	N	S
140 Kendrick Street	Route 128 Mass Turnpike MA	3	380,987	100.0	%		29.36	Y	S
230 CityPoint (formerly Prospect Place)	Route 128 Mass Turnpike MA	1	298,012	84.2	%		31.90	N	S
Waltham Office Center	Route 128 Mass Turnpike MA	3	129,262	54.6	%		22.64	N	S
195 West Street	Route 128 Mass Turnpike MA	1	63,500	100.0	%		53.15	N	S
200 West Street	Route 128 Mass Turnpike MA	1	248,311	100.0	%		34.43	N	S
Waltham Weston Corporate Center	Route 128 Mass Turnpike MA	1	306,789	98.1	%		36.16	N	S
10 & 20 Burlington Mall Road	Route 128 Northwest MA	2	153,180	88.8	%		24.22	Y	S
Bedford Business Park	Route 128 Northwest MA	1	92,207	98.4	%		22.07	Y	S
32 Hartwell Avenue	Route 128 Northwest MA	1	69,154	100.0	%		32.38	N	S
91 Hartwell Avenue	Route 128 Northwest MA	1	121,425	76.9	%		26.10	Y	S
92 Hayden Avenue	Route 128 Northwest MA	1	31,100	100.0	%		25.41	N	S
100 Hayden Avenue	Route 128 Northwest MA	1	55,924	100.0	%		32.90	N	S
33 Hayden Avenue	Route 128 Northwest MA	1	80,128	100.0	%		31.84	N	S
Lexington Office Park	Route 128 Northwest MA	2	166,373	88.3	%		25.80	N	S
191 Spring Street	Route 128 Northwest MA	1	158,900	100.0	%		30.38	N	S
181 Spring Street	Route 128 Northwest MA	1	55,793	100.0	%		35.55	N	S
201 Spring Street	Route 128 Northwest MA	1	106,300	100.0	%		30.50	N	S
40 Shattuck Road	Route 128 Northwest MA	1	120,773	64.4	%		20.79	N	S
Quorum Office Park	Route 128 Northwest MA	2	259,918	100.0	%		23.57	N	S

		41	7,989,030	94.5	%	$	40.69

Office/Technical
Seven Cambridge Center	East Cambridge MA	1	231,028	100.0	%		82.34	N	CBD
Fourteen Cambridge Center	East Cambridge MA	1	67,362	100.0	%		24.48	N	CBD
103 Fourth Avenue	Route 128 Mass Turnpike MA	1	62,476	58.5	%		20.93	N	S
Bedford Business Park	Route 128 Northwest MA	2	379,056	62.7	%		18.61	Y	S
17 Hartwell Avenue	Route 128 Northwest MA	1	30,000	100.0	%		15.25	N	S
164 Lexington Road	Route 128 Northwest MA	1	64,140	0.0	%		—	N	S

		7	834,062	72.3	%	$	43.67


Total Greater Boston:		48	8,823,092	92.4	%	$	40.91

Boston Properties, Inc.

Third Quarter 2008

In-Service Property Listing (continued)

as of September 30, 2008


		Sub Market	Number of Buildings	Square Feet	Leased %		Annualized Revenue Per Leased SF (1)		Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)
Greater Washington, DC
Office
	Capital Gallery	Southwest Washington DC	1	619,586	100.0	%	$	45.82	N	CBD
	500 E Street, S. W.	Southwest Washington DC	1	248,336	100.0	%		44.02	N	CBD
	Metropolitan Square (51% ownership)	East End Washington DC	1	586,887	99.9	%		49.42	Y	CBD
	1301 New York Avenue	East End Washington DC	1	188,358	100.0	%		31.28	Y	CBD
	Market Square North (50% ownership)	East End Washington DC	1	401,279	100.0	%		56.45	Y	CBD
(2)	505 9th Street, N.W. (50% ownership)	CBD Washington DC	1	321,926	100.0	%		52.65	Y	CBD
	901 New York Avenue (25% ownership)	CBD Washington DC	1	539,229	99.4	%		56.22	Y	CBD
	1333 New Hampshire Avenue	CBD Washington DC	1	315,371	100.0	%		49.40	N	CBD
	1330 Connecticut Avenue	CBD Washington DC	1	252,136	100.0	%		56.41	Y	CBD
(2)	635 Massachusetts Avenue	CBD Washington DC	1	211,000	100.0	%		28.31	N	CBD
	Sumner Square	CBD Washington DC	1	208,665	100.0	%		45.00	Y	CBD
	Montvale Center	Montgomery County MD	1	122,808	82.5	%		26.78	Y	S
	2600 Tower Oaks Boulevard	Montgomery County MD	1	178,887	90.8	%		39.66	N	S
	Kingstowne One	Fairfax County VA	1	150,838	100.0	%		33.87	Y	S
	Kingstowne Two	Fairfax County VA	1	156,251	95.7	%		34.12	Y	S
	Kingstowne Retail	Fairfax County VA	1	88,288	94.3	%		29.62	Y	S
	One Freedom Square	Fairfax County VA	1	414,433	100.0	%		40.16	Y	S
	Two Freedom Square	Fairfax County VA	1	421,676	98.8	%		43.46	N	S
	One Reston Overlook	Fairfax County VA	1	312,685	100.0	%		28.75	N	S
	Two Reston Overlook	Fairfax County VA	1	134,615	93.8	%		30.66	N	S
	One and Two Discovery Square	Fairfax County VA	2	366,990	100.0	%		44.50	N	S
	New Dominion Technology Park—Building One	Fairfax County VA	1	235,201	100.0	%		32.95	Y	S
	New Dominion Technology Park—Building Two	Fairfax County VA	1	257,400	100.0	%		41.91	Y	S
	Reston Corporate Center	Fairfax County VA	2	261,046	100.0	%		33.71	N	S
	12290 Sunrise Valley	Fairfax County VA	1	182,424	100.0	%		36.28	N	S
	12300 Sunrise Valley	Fairfax County VA	1	255,244	100.0	%		34.33	N	S
	12310 Sunrise Valley	Fairfax County VA	1	263,870	100.0	%		34.68	N	S

			29	7,695,429	99.1	%	$	42.83

Office/Technical
	6601 Springfield Center Drive	Fairfax County VA	1	26,388	100.0	%		13.31	N	S
	6605 Springfield Center Drive	Fairfax County VA	1	68,907	0.0	%		—	N	S
	7435 Boston Boulevard	Fairfax County VA	1	103,557	100.0	%		19.92	N	S
	7451 Boston Boulevard	Fairfax County VA	1	47,001	100.0	%		22.53	N	S
	7450 Boston Boulevard	Fairfax County VA	1	62,402	100.0	%		19.59	N	S
	7374 Boston Boulevard	Fairfax County VA	1	57,321	100.0	%		16.38	N	S
	8000 Grainger Court	Fairfax County VA	1	88,775	100.0	%		18.21	N	S
	7500 Boston Boulevard	Fairfax County VA	1	79,971	100.0	%		15.10	N	S
	7501 Boston Boulevard	Fairfax County VA	1	75,756	100.0	%		28.89	N	S
	7601 Boston Boulevard	Fairfax County VA	1	103,750	100.0	%		14.35	N	S
	7375 Boston Boulevard	Fairfax County VA	1	26,865	100.0	%		20.11	N	S
	8000 Corporate Court	Fairfax County VA	1	52,539	100.0	%		17.77	N	S
	7300 Boston Boulevard	Fairfax County VA	1	32,000	100.0	%		26.05	N	S

			13	825,232	91.6	%	$	19.10


	Total Greater Washington:		42	8,520,661	98.4	%	$	40.69

Boston Properties, Inc.

Third Quarter 2008

In-Service Property Listing (continued)

as of September 30, 2008


		Sub Market	Number of Buildings	Square Feet	Leased %		Annualized Revenue Per Leased SF (1)		Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)
Midtown Manhattan
Office
	599 Lexington Avenue	Park Avenue NY	1	1,030,815	100.0	%	$	70.40	Y	CBD
	Citigroup Center	Park Avenue NY	1	1,590,013	97.7	%		77.86	Y	CBD
	399 Park Avenue	Park Avenue NY	1	1,700,200	100.0	%		86.04	N	CBD
	Times Square Tower	Times Square NY	1	1,238,968	99.6	%		66.13	N	CBD
(2)	General Motors Building (60% ownership)	Plaza District NY	1	1,787,438	98.1	%		100.78	Y	CBD
(2)	125 West 55th Street (60% ownership)	Sixth/Rock Center NY	1	558,671	100.0	%		67.48	Y	CBD
(2)	Two Grand Central Tower (60% ownership)	Grand Central District NY	1	635,275	99.8	%		55.53	Y	CBD
(2)	540 Madison Avenue (60% ownership)	5th/Madison District NY	1	283,385	93.1	%		85.27	Y	CBD


	Total Midtown Manhattan:		8	8,824,765	98.9	%	$	79.48


Princeton/East Brunswick, NJ
Office
	101 Carnegie Center	Princeton NJ	1	123,659	100.0	%	$	28.77	N	S
	104 Carnegie Center	Princeton NJ	1	102,830	94.4	%		34.38	N	S
	105 Carnegie Center	Princeton NJ	1	69,955	55.3	%		24.71	N	S
	201 Carnegie Center	Princeton NJ	—	6,500	100.0	%		28.39	N	S
	202 Carnegie Center	Princeton NJ	1	130,582	81.1	%		32.71	Y	S
	206 Carnegie Center	Princeton NJ	1	161,763	100.0	%		31.51	Y	S
	210 Carnegie Center	Princeton NJ	1	161,776	93.4	%		34.85	N	S
	211 Carnegie Center	Princeton NJ	1	47,025	100.0	%		30.73	N	S
	212 Carnegie Center	Princeton NJ	1	149,354	95.7	%		36.49	N	S
	214 Carnegie Center	Princeton NJ	1	150,774	81.3	%		32.17	Y	S
	302 Carnegie Center	Princeton NJ	1	64,926	100.0	%		35.00	N	S
	502 Carnegie Center	Princeton NJ	1	116,855	100.0	%		35.85	N	S
	504 Carnegie Center	Princeton NJ	1	121,990	100.0	%		33.48	N	S
	506 Carnegie Center	Princeton NJ	1	136,213	100.0	%		34.65	N	S
	508 Carnegie Center	Princeton NJ	1	132,653	56.1	%		32.04	N	S
	510 Carnegie Center	Princeton NJ	1	234,160	100.0	%		27.73	N	S

			15	1,911,015	91.3	%	$	32.43

	One Tower Center	East Brunswick NJ	1	413,677	49.5	%		33.09	N	S

			1	413,677	49.5	%	$	33.09


	Total Princeton/East Brunswick, NJ:		16	2,324,692	83.9	%	$	32.50


Greater San Francisco
Office
	Embarcadero Center One	CBD San Francisco CA	1	830,290	86.7	%	$	47.52	N	CBD
	Embarcadero Center Two	CBD San Francisco CA	1	778,337	97.3	%		52.14	N	CBD
	Embarcadero Center Three	CBD San Francisco CA	1	774,810	84.7	%		42.54	N	CBD
	Embarcadero Center Four	CBD San Francisco CA	1	936,561	93.5	%		61.79	N	CBD

			4	3,319,998	90.6	%	$	51.69

	611 Gateway	South San Francisco CA	1	256,302	100.0	%		33.56	N	S
	601 and 651 Gateway	South San Francisco CA	2	506,028	96.5	%		30.79	N	S
(2)	North First Business Park	San Jose, CA	5	190,636	75.8	%		15.04	N	S
	303 Almaden	San Jose, CA	1	156,859	94.1	%	$	32.25	N	CBD
	3200 Zanker Road	San Jose, CA	4	543,900	100.0	%	$	14.34	N	S

			13	1,653,725	95.6	%	$	24.27


	Total Greater San Francisco:		17	4,973,723	92.3	%	$	42.21


	Total In-Service Properties:		131	33,466,933	95.0	%	$	51.11

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Not included in Same Property analysis.

Boston Properties, Inc.

Third Quarter 2008

TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION

TOP 20 TENANTS BY SQUARE FEET LEASED


	Tenant	Sq. Ft.			% of Portfolio
1	US Government	1,825,576	(1	)	5.46	%
2	Lockheed Martin	1,292,429			3.86	%
3	Citibank	1,085,570	(2	)	3.24	%
4	Genentech	546,750			1.63	%
5	Kirkland & Ellis	502,046	(3	)	1.50	%
6	Gillette	484,051			1.45	%
7	Shearman & Sterling	472,808			1.41	%
8	Weil Gotshal Manges	456,744	(4	)	1.36	%
9	O’Melveny & Myers	446,039			1.33	%
10	Lehman Brothers	436,723	(5	)	1.31	%
11	Parametric Technology	380,987			1.14	%
12	Accenture	378,867			1.13	%
13	Finnegan Henderson Farabow	356,195	(6	)	1.06	%
14	Ann Taylor	338,942			1.01	%
15	Northrop Grumman	327,677			0.98	%
16	Biogen Idec	317,341			0.95	%
17	Washington Group International	299,079			0.89	%
18	Aramis (Estee Lauder)	295,610	(7	)	0.88	%
19	Bingham McCutchen	291,415			0.87	%
20	Akin Gump Strauss Hauer & Feld	290,132			0.87	%

	Total % of Portfolio Square Feet				32.35	%
	Total % of Portfolio Revenue				33.15	%

Notable Signed Deals (8)


Tenant	Property		Sq. Ft.
Ropes & Gray LLP	Prudential Tower	(9)	470,000
Wellington Management	280 Congress Street (Russia Wharf)		450,000
Akamai Technology	Four & Eight Cambridge Center		230,678
Gibson, Dunn & Crutcher LLP	250 W. 55th Street		221,510

(1)	Includes 116,353, 68,282 & 28,384 square feet of space in properties in which Boston Properties has a 60%, 51% and 50% interest respectively.

(2)	Includes 10,080 & 2,761 square feet of space in properties in which Boston Properties has a 60% and 51% interest respectively.

(3)	Includes 218,134 square feet of space in a property in which Boston Properties has a 51% interest.

(4)	Includes 456,744 square feet of space in a property in which Boston Properties has a 60% interest.

(5)	Lehman Brothers Inc. has filed for bankruptcy.

(6)	Includes 258,990 square feet of space in a property in which Boston Properties has a 25% interest.

(7)	Includes 295,610 square feet of space in a property in which Boston Properties has a 60% interest.

(8)	Represents leases signed with occupancy commencing in the future.

(9)	The space is currently occupied by Gillette.

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.

Boston Properties, Inc.

Third Quarter 2008

IN-SERVICE OFFICE PROPERTIES

Lease Expirations (1) (2)


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
2008	141,732	$	6,253,690	$	44.12	$	6,253,690	$	44.12	0.47	%
2009	2,068,097		83,396,578		40.33		83,607,231		40.43	6.82	%
2010	2,934,961		122,378,645		41.70		124,786,912		42.52	9.68	%
2011	3,129,969		147,157,121		47.02		151,731,665		48.48	10.32	%
2012	2,883,495		135,129,124		46.86		140,976,570		48.89	9.51	%
2013	1,297,669		53,521,992		41.24		56,829,943		43.79	4.28	%
2014	2,348,069		95,579,336		40.71		101,952,096		43.42	7.75	%
2015	1,766,424		81,104,743		45.91		91,619,051		51.87	5.83	%
2016	2,500,649		142,762,055		57.09		155,298,398		62.10	8.25	%
2017	2,664,168		176,978,822		66.43		197,797,807		74.24	8.79	%
Thereafter	6,847,843		415,242,059		60.64		523,655,157		76.47	22.59	%

Occupancy By Location (3)


	CBD				Suburban				Total
Location	30-Sep-08		30-Sep-07		30-Sep-08		30-Sep-07		30-Sep-08		30-Sep-07
Midtown Manhattan	98.9	%	99.4	%	n/a		n/a		98.9	%	99.4	%
Greater Boston	96.0	%	96.8	%	92.6	%	90.1	%	94.5	%	93.8	%
Greater Washington	99.9	%	97.8	%	98.3	%	99.1	%	99.1	%	98.5	%
Greater San Francisco	90.8	%	85.9	%	95.7	%	98.8	%	92.3	%	89.5	%
Princeton/East Brunswick, NJ	n/a		n/a		83.9	%	87.1	%	83.9	%	87.1	%

Total Portfolio	97.1	%	95.6	%	93.2	%	93.8	%	95.7	%	94.9	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any properties owned by the Value-Added Fund.

(3)	Includes approximately 1,600,000 square feet of retail space.

Boston Properties, Inc.

Third Quarter 2008

IN-SERVICE OFFICE/TECHNICAL PROPERTIES

Lease Expirations (1) (2)


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
2008	15,941	$	450,772	$	28.28	$	450,772	$	28.28	0.96	%
2009	127,029		2,460,596		19.37		2,599,262		20.46	7.66	%
2010	183,376		3,158,701		17.23		3,315,400		18.08	11.05	%
2011	57,321		939,059		16.38		939,059		16.38	3.45	%
2012	132,820		2,903,804		21.86		2,921,092		21.99	8.00	%
2013	—		—		—		—		—	0.00	%
2014	247,668		4,247,076		17.15		4,584,411		18.51	14.93	%
2015	23,439		426,159		18.18		494,384		21.09	1.41	%
2016	225,532		18,655,676		82.72		18,955,634		84.05	13.59	%
2017	94,156		2,633,065		27.96		2,633,065		27.96	5.67	%
Thereafter	237,776		4,425,990		18.61		4,744,878		19.96	14.33	%

Occupancy By Location


	CBD				Suburban				Total
Location	30-Sep-08		30-Sep-07		30-Sep-08		30-Sep-07		30-Sep-08		30-Sep-07
Midtown Manhattan	n/a		n/a		n/a		n/a		n/a		n/a
Greater Boston	100.0	%	100.0	%	56.8	%	39.3	%	72.3	%	61.0	%
Greater Washington	n/a		n/a		91.6	%	92.6	%	91.6	%	92.6	%
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	%	77.9	%	73.4	%	81.9	%	77.9	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2008

IN-SERVICE RETAIL PROPERTIES

Lease Expirations (1) (2)


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
2008	23,969	$	1,608,296	$	67.10	(3)	$	1,639,496	$	68.40	(3)	1.61	%
2009	51,208		4,248,334		82.96	(4)		4,152,621		81.09	(4)	3.43	%
2010	98,862		4,184,620		42.33			4,329,705		43.80		6.63	%
2011	73,116		5,203,262		71.16			5,402,450		73.89		4.90	%
2012	184,476		13,204,309		71.58			13,425,051		72.77		12.37	%
2013	73,200		5,920,274		80.88			6,176,978		84.38		4.91	%
2014	43,829		4,132,761		94.29			4,507,582		102.84		2.94	%
2015	90,620		8,468,667		93.45			9,861,973		108.83		6.07	%
2016	130,101		15,380,472		118.22			13,935,447		107.11		8.72	%
2017	112,552		7,347,792		65.28			7,913,435		70.31		7.54	%
Thereafter	609,956		32,122,943		52.66			38,821,676		63.65		40.88	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any properties owned by the Value-Added Fund.

(3)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $52.58 and $52.58 in 2008.

(4)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $59.47 and $59.47 in 2009.

Boston Properties, Inc.

Third Quarter 2008

GRAND TOTAL OF ALL

IN-SERVICE PROPERTIES

Lease Expirations (1) (2)


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
2008	181,642	$	8,312,757	$	45.76	$	8,343,957	$	45.94	0.5	%
2009	2,246,334		90,105,509		40.11		90,359,114		40.23	6.7	%
2010	3,217,199		129,721,966		40.32		132,432,017		41.16	9.6	%
2011	3,260,406		153,299,442		47.02		158,073,174		48.48	9.7	%
2012	3,200,791		151,237,237		47.25		157,322,713		49.15	9.6	%
2013	1,370,869		59,442,266		43.36		63,006,922		45.96	4.1	%
2014	2,639,566		103,959,174		39.38		111,044,090		42.07	7.9	%
2015	1,880,483		89,999,569		47.86		101,975,408		54.23	5.6	%
2016	2,856,282		176,798,203		61.90		188,189,479		65.89	8.5	%
2017	2,870,876		186,959,678		65.12		208,344,307		72.57	8.6	%
Thereafter	7,695,575		451,790,992		58.71		567,221,712		73.71	23.0	%

Occupancy By Location


	CBD				Suburban				Total
Location	30-Sep-08		30-Sep-07		30-Sep-08		30-Sep-07		30-Sep-08		30-Sep-07
Midtown Manhattan	98.9	%	99.4	%	n/a		n/a		98.9	%	99.4	%
Greater Boston	96.3	%	97.0	%	87.9	%	83.3	%	92.4	%	90.7	%
Greater Washington	99.9	%	97.8	%	97.1	%	97.9	%	98.4	%	97.9	%
Greater San Francisco	90.8	%	85.9	%	95.7	%	98.8	%	92.3	%	89.5	%
Princeton/East Brunswick, NJ	n/a		n/a		83.9	%	87.1	%	83.9	%	87.1	%

Total Portfolio	97.2	%	95.7	%	91.5	%	91.4	%	95.0	%	93.9	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2008

IN-SERVICE GREATER BOSTON PROPERTIES

Lease Expirations—Greater Boston (1) (2)


	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
2008	101,712	$	3,971,923	$	39.05	$	3,971,923	$	39.05	—	$	—	$	—	$	—	$	—
2009	771,475		27,285,048		35.37		27,325,094		35.42	—		—		—		—		—
2010	650,039		20,864,694		32.10		21,736,575		33.44	36,528		764,518		20.93		892,366		24.43
2011	1,293,060		57,908,937		44.78		59,498,552		46.01	—		—		—		—		—
2012	1,129,899		43,248,042		38.28		45,376,178		40.16	67,362		1,649,088		24.48		1,649,088		24.48
2013	418,607		16,259,343		38.84		17,924,738		42.82	—		—		—		—		—
2014	625,131		25,688,468		41.09		25,842,627		41.34	30,000		457,500		15.25		457,500		15.25
2015	327,241		11,890,649		36.34		13,220,388		40.40	—		—		—		—		—
2016	271,096		8,522,623		31.44		9,573,467		35.31	225,532		18,655,676		82.72		18,955,634		84.05
2017	194,775		6,326,335		32.48		7,543,721		38.73	—		—		—		—		—
Thereafter	966,969		40,675,426		42.06		65,909,701		68.16	237,776		4,425,990		18.61		4,744,878		19.96


	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
2008	6	$	331,560	$	55,260.00	$	362,760	$	60,460.00	(3)	101,718	$	4,303,483	$	42.31	$	4,334,683	$	42.61
2009	7,705		2,192,382		284.54		2,093,082		271.65	(4)	779,180		29,477,430		37.83		29,418,176		37.76
2010	49,807		1,748,122		35.10		1,853,702		37.22		736,374		23,377,334		31.75		24,482,643		33.25
2011	12,164		1,411,666		116.05		1,514,508		124.51		1,305,224		59,320,602		45.45		61,013,060		46.75
2012	63,676		2,711,964		42.59		2,711,964		42.59		1,260,937		47,609,094		37.76		49,737,230		39.44
2013	28,462		3,458,691		121.52		3,548,064		124.66		447,069		19,718,035		44.11		21,472,802		48.03
2014	16,269		1,912,169		117.53		2,017,744		124.02		671,400		28,058,136		41.79		28,317,871		42.18
2015	29,493		4,498,531		152.53		4,640,548		157.34		356,734		16,389,180		45.94		17,860,937		50.07
2016	14,617		1,770,893		121.15		1,873,221		128.15		511,245		28,949,192		56.62		30,402,321		59.47
2017	49,402		3,347,244		67.76		3,585,651		72.58		244,177		9,673,579		39.62		11,129,372		45.58
Thereafter	384,980		16,051,558		41.69		18,083,230		46.97		1,589,725		61,152,974		38.47		88,737,809		55.82

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any properties owned by the Value-Added Fund.

(3)	During the 4th quarter the only retail expiring are kiosks.

(4)	Excluding kiosks with one square feet at the Prudential Center, current and future expiring rents would be $128.15 and $128.15 in 2009.

Boston Properties, Inc.

Third Quarter 2008

IN-SERVICE GREATER BOSTON PROPERTIES

Quarterly Lease Expirations—Greater Boston (1) (2)


	OFFICE										OFFICE/TECHNICAL
Lease Expiration by Quarter	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 2008	—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2008	—		—		—		—		—		—		—		—		—		—
Q3 2008	—		—		—		—		—		—		—		—		—		—
Q4 2008	101,712		3,971,923		39.05		3,971,923		39.05		—		—		—		—		—

Total 2008	101,712	$	3,971,923	$	39.05	$	3,971,923	$	39.05		—		—		—		—		—


Q1 2009	80,721	$	3,032,249	$	37.56	$	3,032,249	$	37.56		—	$	—	$	—	$	—	$	—
Q2 2009	126,454		4,279,615		33.84		4,279,615		33.84		—		—		—		—		—
Q3 2009	228,097		6,962,591		30.52		6,970,815		30.56		—		—		—		—		—
Q4 2009	336,203		13,010,592		38.70		13,042,414		38.79		—		—		—		—		—

Total 2009	771,475	$	27,285,048	$	35.37	$	27,325,094	$	35.42		—		—		—		—		—


	Retail										Total Property Types
Lease Expiration by Quarter	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 2008	—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2008	—		—		—		—		—		—		—		—		—		—
Q3 2008	—		—		—		—		—		—		—		—		—		—
Q4 2008	6		331,560		55,260.00		362,760		60,460.00		101,718		4,303,483		42.31		4,334,683		42.61

Total 2008	6		331,560	$	55,260.00	$	362,760	$	60,460.00	(3)	101,718	$	4,303,483	$	42.31	$	4,334,683	$	42.61


Q1 2009	3,312	$	696,064.08	$	210.16		646,264	$	195.13		84,033	$	3,728,313	$	44.37	$	3,678,513	$	43.77
Q2 2009	1,082		487,562		450.61		438,878		405.62		127,536		4,767,177		37.38		4,718,493		37.00
Q3 2009	2,977		806,963		271.07		815,495		273.93		231,074		7,769,555		33.62		7,786,311		33.70
Q4 2009	334		201,792		604.17		192,444		576.18		336,537		13,212,384		39.26		13,234,858		39.33

Total 2009	7,705	$	2,192,382	$	284.54	$	2,093,082	$	271.65	(4)	779,180	$	29,477,430	$	37.83	$	29,418,176	$	37.76

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any properties owned by the Value-Added Fund.

(3)	During the 4th quarter the only retail expiring are kiosks.

(4)	Excluding kiosks with one square feet at the Prudential Center, current and future expiring rents would be $128.15 and $128.15 in 2009.

Boston Properties, Inc.

Third Quarter 2008

IN-SERVICE GREATER WASHINGTON PROPERTIES

Lease Expirations—Greater Washington (1) (2)


	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
2008	165	$	3,669	$	22.23	$	3,669	$	22.23	15,941	$	450,772	$	28.28	$	450,772	$	28.28
2009	693,885		25,336,187		36.51		25,493,829		36.74	127,029		2,460,596		19.37		2,599,262		20.46
2010	784,030		33,929,743		43.28		34,693,607		44.25	146,848		2,394,183		16.30		2,423,034		16.50
2011	780,167		29,739,072		38.12		31,582,145		40.48	57,321		939,059		16.38		939,059		16.38
2012	887,701		36,748,909		41.40		38,655,029		43.55	65,458		1,254,716		19.17		1,272,004		19.43
2013	363,971		11,309,261		31.07		11,783,279		32.37	—		—		—		—		—
2014	447,657		17,309,629		38.67		19,340,136		43.20	217,668		3,789,576		17.41		4,126,911		18.96
2015	566,427		25,633,767		45.26		29,265,255		51.67	23,439		426,159		18.18		494,384		21.09
2016	187,575		6,784,011		36.17		8,317,665		44.34	—		—		—		—		—
2017	797,688		41,965,493		52.61		46,429,105		58.20	94,156		2,633,065		27.96		2,633,065		27.96
Thereafter	1,830,543		86,459,347		47.23		107,797,444		58.89	—		—		—		—		—

	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
2008	19,927	$	952,423	$	47.80	$	952,423	$	47.80	36,033	$	1,406,863	$	39.04	$	1,406,863	$	39.04
2009	8,344		391,373		46.90		394,960		47.33	829,258		28,188,157		33.99		28,488,052		34.35
2010	13,587		647,559		47.66		663,755		48.85	944,465		36,971,485		39.15		37,780,396		40.00
2011	18,533		894,402		48.26		907,911		48.99	856,021		31,572,533		36.88		33,429,116		39.05
2012	11,984		499,159		41.65		526,016		43.89	965,143		38,502,784		39.89		40,453,048		41.91
2013	8,199		386,557		47.15		422,897		51.58	372,170		11,695,818		31.43		12,206,175		32.80
2014	7,827		366,885		46.87		407,318		52.04	673,152		21,466,091		31.89		23,874,365		35.47
2015	24,704		1,129,001		45.70		1,229,651		49.78	614,570		27,188,926		44.24		30,989,290		50.42
2016	17,696		866,427		48.96		975,702		55.14	205,271		7,650,438		37.27		9,293,367		45.27
2017	24,412		1,075,327		44.05		1,190,204		48.75	916,256		45,673,885		49.85		50,252,374		54.85
Thereafter	119,564		3,629,447		30.36		4,378,281		36.62	1,950,107		90,088,794		46.20		112,175,725		57.52

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2008

IN-SERVICE GREATER WASHINGTON PROPERTIES

Quarterly Lease Expirations—Greater Washington (1) (2)


	OFFICE									OFFICE/TECHNICAL
Lease Expiration by Quarter	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 2008	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2008	—		—		—		—		—	—		—		—		—		—
Q3 2008	—		—		—		—		—	—		—		—		—		—
Q4 2008	165		3,669		22.23		3,669		22.23	15,941		450,772		28.28		450,772		28.28

Total 2008	165	$	3,669	$	22.23	$	3,669	$	22.23	15,941	$	450,772	$	28.28	$	450,772	$	28.28


Q1 2009	220,462	$	7,139,602	$	32.38	$	7,155,211	$	32.46	25,829	$	639,899	$	24.77	$	639,899	$	24.77
Q2 2009	43,116		1,638,625		38.01		1,638,625		38.01	—		—		—		—		—
Q3 2009	33,643		1,354,856		40.27		1,385,535		41.18	59,788		986,393		16.50		1,103,472		18.46
Q4 2009	396,664		15,203,104		38.33		15,314,458		38.61	41,412		834,304		20.15		855,891		20.67

Total 2009	693,885	$	25,336,187	$	36.51	$	25,493,829	$	36.74	127,029	$	2,460,596	$	19.37	$	2,599,262	$	20.46


	Retail									Total Property Types
Lease Expiration by Quarter	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 2008	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2008	—		—		—		—		—	—		—		—		—		—
Q3 2008	—		—		—		—		—	—		—		—		—		—
Q4 2008	19,927		952,423		47.80		1,030,040		51.69	36,033		1,406,863		39.04		1,484,481		41.20

Total 2008	19,927	$	952,423	$	47.80		1,030,040	$	51.69	36,033	$	1,406,863	$	39.04	$	1,484,481	$	41.20


Q1 2009	—	$	—	$	—	$	—	$	—	246,291	$	7,779,501	$	31.59	$	7,795,110	$	31.65
Q2 2009	—		—		—		—		—	43,116		1,638,625		38.01		1,638,625		38.01
Q3 2009	8,336		391,333		46.94		394,920		47.38	101,767		2,732,582		26.85		2,883,928		28.34
Q4 2009	8		40		5.00		40		5.00	438,084		16,037,448		36.61		16,170,389		36.91

Total 2009	8,344	$	391,373	$	46.90	$	394,960	$	47.33	829,258	$	28,188,157	$	33.99	$	28,488,052	$	34.35

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2008

IN-SERVICE GREATER SAN FRANCISCO PROPERTIES

Lease Expirations—Greater San Francisco (1) (2)


	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
2008	15,793	$	708,235	$	44.84	$	708,235	$	44.84	—	$	—	$	—	$	—	$	—
2009	219,240		9,432,007		43.02		9,433,526		43.03	—		—		—		—		—
2010	752,192		18,763,384		24.94		19,395,142		25.78	—		—		—		—		—
2011	381,261		24,933,870		65.40		25,486,144		66.85	—		—		—		—		—
2012	240,526		11,921,182		49.56		12,632,221		52.52	—		—		—		—		—
2013	216,748		9,375,080		43.25		10,021,059		46.23	—		—		—		—		—
2014	471,350		18,316,635		38.86		19,696,400		41.79	—		—		—		—		—
2015	355,447		12,951,546		36.44		14,648,917		41.21	—		—		—		—		—
2016	932,473		36,466,924		39.11		39,349,248		42.20	—		—		—		—		—
2017	161,430		7,375,818		45.69		7,966,388		49.35	—		—		—		—		—
Thereafter	530,740		28,250,780		53.23		32,270,566		60.80	—		—		—		—		—

	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
2008	3,135	$	176,088	$	56.17	$	176,088	$	56.17	18,928	$	884,323	$	46.72	$	884,323	$	46.72
2009	32,159		1,377,134		42.82		1,377,134		42.82	251,399		10,809,141		43.00		10,810,659		43.00
2010	35,468		1,788,939		50.44		1,812,248		51.10	787,660		20,552,323		26.09		21,207,390		26.92
2011	24,809		1,106,289		44.59		1,126,846		45.42	406,070		26,040,159		64.13		26,612,990		65.54
2012	35,001		2,550,208		72.86		2,652,092		75.77	275,527		14,471,390		52.52		15,284,313		55.47
2013	34,857		1,997,762		57.31		2,013,584		57.77	251,605		11,372,842		45.20		12,034,643		47.83
2014	8,365		570,363		68.18		608,124		72.70	479,715		18,886,998		39.37		20,304,524		42.33
2015	30,923		1,552,702		50.21		1,703,340		55.08	386,370		14,504,249		37.54		16,352,257		42.32
2016	7,887		454,542		57.63		492,530		62.45	940,360		36,921,467		39.26		39,841,778		42.37
2017	12,053		677,425		56.20		735,926		61.06	173,483		8,053,243		46.42		8,702,314		50.16
Thereafter	21,342		1,049,468		49.17		1,182,745		55.42	552,082		29,300,248		53.07		33,453,312		60.59

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2008

IN-SERVICE GREATER SAN FRANCISCO PROPERTIES

Quarterly Lease Expirations—Greater San Francisco (1) (2)


	OFFICE									OFFICE/TECHNICAL
Lease Expiration by Quarter	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 2008	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2008	—		—		—		—		—	—		—		—		—		—
Q3 2008	—		—		—		—		—	—		—		—		—		—
Q4 2008	15,793		708,235		44.84		708,235		44.84	—		—		—		—		—

Total 2008	15,793	$	708,235	$	44.84	$	708,235	$	44.84	—		—		—		—		—


Q1 2009	23,815	$	727,990	$	30.57	$	727,990	$	30.57	—	$	—	$	—	$	—	$	—
Q2 2009	27,070		914,541		33.78		914,541		33.78	—		—		—		—		—
Q3 2009	72,400		2,778,853		38.38		2,778,853		38.38	—		—		—		—		—
Q4 2009	95,955		5,010,623		52.22		5,012,141		52.23	—		—		—		—		—

Total 2009	219,240	$	9,432,007	$	43.02	$	9,433,526	$	43.03	—		—		—		—		—


	Retail									Total Property Types
Lease Expiration by Quarter	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 2008	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2008	—		—		—		—		—	—		—		—		—		—
Q3 2008	—		—		—		—		—	—		—		—		—		—
Q4 2008	3,135		176,088		56.17		176,088		56.17	18,928		884,323		46.72		884,323		46.72

Total 2008	3,135	$	176,088	$	56.17	$	176,088	$	56.17	18,928	$	884,323	$	46.72	$	884,323	$	46.72


Q1 2009	23,163	$	772,656	$	33.36	$	772,656	$	33.36	46,978	$	1,500,646	$	31.94	$	1,500,646		31.94
Q2 2009	1,022		103,960		101.72		103,960		101.72	28,092		1,018,501		36.26		1,018,501		36.26
Q3 2009	—		—		—		—		—	72,400		2,778,853		38.38		2,778,853		38.38
Q4 2009	7,974		500,518		62.77		500,518		62.77	103,929		5,511,140		53.03		5,512,659		53.04

Total 2009	32,159	$	1,377,134	$	42.82	$	1,377,134	$	42.82	251,399	$	10,809,141	$	43.00	$	10,810,659	$	43.00

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2008

IN-SERVICE MIDTOWN MANHATTAN PROPERTIES

Lease Expirations—Midtown Manhattan (1) (2)


	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
2008	21,774	$	1,494,778	$	68.65	$	1,494,778	$	68.65	—	$	—	$	—	$	—	$	—
2009	199,858		14,913,118		74.62		14,924,564		74.68	—		—		—		—		—
2010	612,360		43,897,760		71.69		44,023,589		71.89	—		—		—		—		—
2011	230,875		19,230,338		83.29		19,596,551		84.88	—		—		—		—		—
2012	579,948		41,695,596		71.90		42,762,251		73.73	—		—		—		—		—
2013	112,221		10,623,248		94.66		10,701,156		95.36	—		—		—		—		—
2014	167,206		14,390,967		86.07		15,758,220		94.24	—		—		—		—		—
2015	363,157		26,074,635		71.80		29,407,148		80.98	—		—		—		—		—
2016	1,072,586		89,751,102		83.68		96,783,705		90.23	—		—		—		—		—
2017	1,429,429		118,609,945		82.98		132,855,782		92.94	—		—		—		—		—
Thereafter	3,492,821		259,093,561		74.18		316,807,421		90.70	—		—		—		—		—

	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
2008	901	$	148,225	$	164.51	$	148,225	$	164.51	22,675	$	1,643,003	$	72.46	$	1,643,003	$	72.46
2009	3,000		287,446		95.82		287,446		95.82	202,858		15,200,564		74.93		15,212,010		74.99
2010	—		—		—		—		—	612,360		43,897,760		71.69		44,023,589		71.89
2011	17,610		1,790,906		101.70		1,853,184		105.23	248,485		21,021,244		84.60		21,449,736		86.32
2012	73,815		7,442,978		100.83		7,534,980		102.08	653,763		49,138,574		75.16		50,297,231		76.93
2013	1,682		77,263		45.94		192,434		114.41	113,903		10,700,511		93.94		10,893,590		95.64
2014	11,368		1,283,345		112.89		1,474,396		129.70	178,574		15,674,312		87.77		17,232,615		96.50
2015	5,500		1,288,433		234.26		2,288,433		416.08	368,657		27,363,068		74.22		31,695,581		85.98
2016	89,901		12,288,610		136.69		10,593,994		117.84	1,162,487		102,039,712		87.78		107,377,700		92.37
2017	26,685		2,247,795		84.23		2,401,654		90.00	1,456,114		120,857,740		83.00		135,257,435		92.89
Thereafter	84,070		11,392,471		135.51		15,177,420		180.53	3,576,891		270,486,032		75.62		331,984,841		92.81

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2008

IN-SERVICE MIDTOWN MANHATTAN PROPERTIES

Quarterly Lease Expirations—Midtown Manhattan (1) (2)


	OFFICE									OFFICE/TECHNICAL
Lease Expiration by Quarter	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 2008	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2008	—		—		—		—		—	—		—		—		—		—
Q3 2008	—		—		—		—		—	—		—		—		—		—
Q4 2008	21,774		1,494,778		68.65		1,494,778		68.65	—		—		—		—		—

Total 2008	21,774	$	1,494,778	$	68.65	$	1,494,778	$	68.65	—	$	—	$	—	$	—	$	—


Q1 2009	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2009	69,835		4,919,020		70.44		4,925,403		70.53	—		—		—		—		—
Q3 2009	83,441		6,648,343		79.68		6,648,343		79.68	—		—		—		—		—
Q4 2009	46,582		3,345,755		71.83		3,350,819		71.93	—		—		—		—		—

Total 2009	199,858	$	14,913,118	$	74.62	$	14,924,564	$	74.68	—	$	—	$	—	$	—	$	—


	Retail									Total Property Types
Lease Expiration by Quarter	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 2008	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2008	—		—		—		—		—	—		—		—		—		—
Q3 2008	—		—		—		—		—	—		—		—		—		—
Q4 2008	901		148,225		164.51		148,225		164.51	22,675		1,643,003		72.46		1,643,003		72.46

Total 2008	901	$	148,225	$	164.51	$	148,225	$	164.51	22,675	$	1,643,003	$	72.46	$	1,643,003	$	72.46


Q1 2009	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2009	3,000		287,446		95.82		287,446		95.82	72,835		5,206,466		71.48		5,212,848		71.57
Q3 2009	—		—		—		—		—	83,441		6,648,343		79.68		6,648,343		79.68
Q4 2009	—		—		—		—		—	46,582		3,345,755		71.83		3,350,819		71.93

Total 2009	3,000	$	287,446	$	95.82	$	287,446	$	95.82	202,858	$	15,200,564	$	74.93	$	15,212,010	$	74.99

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2008

IN-SERVICE PRINCETON/EAST BRUNSWICK PROPERTIES

Lease Expirations—Princeton/East Brunswick (1) (2)


	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
2008	2,288	$	75,085	$	32.82	$	75,085	$	32.82	—	$	—	$	—	$	—	$	—
2009	183,639		6,430,218		35.02		6,430,218		35.02	—		—		—		—		—
2010	136,340		4,923,065		36.11		4,937,999		36.22	—		—		—		—		—
2011	444,606		15,344,904		34.51		15,568,272		35.02	—		—		—		—		—
2012	45,421		1,515,396		33.36		1,550,891		34.14	—		—		—		—		—
2013	186,122		5,955,059		32.00		6,399,711		34.38	—		—		—		—		—
2014	636,725		19,873,637		31.21		21,314,715		33.48	—		—		—		—		—
2015	154,152		4,554,145		29.54		5,077,343		32.94	—		—		—		—		—
2016	36,919		1,237,394		33.52		1,274,313		34.52	—		—		—		—		—
2017	80,846		2,701,231		33.41		3,002,812		37.14	—		—		—		—		—
Thereafter	26,770		762,945		28.50		870,025		32.50	—		—		—		—		—

	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
2008	—	$	—	$	—	$	—	$	—	2,288	$	75,085	$	32.82	$	75,085	$	32.82
2009	—		—		—		—		—	183,639		6,430,218		35.02		6,430,218		35.02
2010	—		—		—		—		—	136,340		4,923,065		36.11		4,937,999		36.22
2011	—		—		—		—		—	444,606		15,344,904		34.51		15,568,272		35.02
2012	—		—		—		—		—	45,421		1,515,396		33.36		1,550,891		34.14
2013	—		—		—		—		—	186,122		5,955,059		32.00		6,399,711		34.38
2014	—		—		—		—		—	636,725		19,873,637		31.21		21,314,715		33.48
2015	—		—		—		—		—	154,152		4,554,145		29.54		5,077,343		32.94
2016	—		—		—		—		—	36,919		1,237,394		33.52		1,274,313		34.52
2017	—		—		—		—		—	80,846		2,701,231		33.41		3,002,812		37.14
Thereafter	—		—		—		—		—	26,770		762,945		28.50		870,025		32.50

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2008

IN-SERVICE PRINCETON/EAST BRUNSWICK PROPERTIES

Quarterly Lease Expirations—Princeton/East Brunswick (1) (2)


	OFFICE									OFFICE/TECHNICAL
Lease Expiration by Quarter	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 2008	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2008	—		—		—		—		—	—		—		—		—		—
Q3 2008	—		—		—		—		—	—		—		—		—		—
Q4 2008	2,288		75,085		32.82		75,085		32.82	—		—		—		—		—

Total 2008	2,288	$	75,085	$	32.82	$	75,085	$	32.82	—	$	—	$	—	$	—	$	—


Q1 2009	42,730	$	1,435,959	$	33.61	$	1,435,959	$	33.61	—	$	—	$	—	$	—	$	—
Q2 2009	11,085		346,400		31.25		346,400		31.25	—		—		—		—		—
Q3 2009	24,797		891,425		35.95		891,425		35.95	—		—		—		—		—
Q4 2009	105,027		3,756,434		35.77		3,756,434		35.77	—		—		—		—		—

Total 2009	183,639	$	6,430,218	$	35.02	$	6,430,218	$	35.02	—	$	—	$	—	$	—	$	—


	Retail									Total Property Types
Lease Expiration by Quarter	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 2008	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2008	—		—		—		—		—	—		—		—		—		—
Q3 2008	—		—		—		—		—	—		—		—		—		—
Q4 2008	—		—		—		—		—	2,288		75,085		32.82		75,085		32.82

Total 2008	—	$	—	$	—	$	—	$	—	2,288	$	75,085	$	32.82	$	75,085	$	32.82


Q1 2009	—	$	—	$	—	$	—	$	—	42,730	$	1,435,959	$	33.61	$	1,435,959	$	33.61
Q2 2009	—		—		—		—		—	11,085		346,400		31.25		346,400		31.25
Q3 2009	—		—		—		—		—	24,797		891,425		35.95		891,425		35.95
Q4 2009	—		—		—		—		—	105,027		3,756,434		35.77		3,756,434		35.77

Total 2009	—	$	—	$	—	$	—	$	—	183,639	$	6,430,218	$	35.02	$	6,430,218	$	35.02

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2008

CBD PROPERTIES

Lease Expirations (1) (2)


	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
2008	12,398	$	792,759	$	63.94	$	823,959	$	66.46	18,317	$	853,409	$	68.83	$	931,026	$	50.83
2009	280,428		13,462,558		48.01		13,366,578		47.66	342,220		13,057,005		46.56		13,181,512		38.52
2010	144,929		5,677,269		39.17		5,832,832		40.25	364,604		18,403,532		126.98		18,967,974		52.02
2011	809,306		45,851,822		56.66		47,305,339		58.45	143,970		7,909,457		9.77		8,246,765		57.28
2012	504,334		24,546,381		48.67		24,973,679		49.52	183,020		8,035,538		15.93		8,162,406		44.60
2013	290,412		15,594,189		53.70		16,727,132		57.60	245,014		7,606,105		26.19		7,787,551		31.78
2014	504,753		23,693,101		46.94		23,585,474		46.73	54,268		2,696,101		5.34		3,009,904		55.46
2015	268,803		14,329,998		53.31		15,341,809		57.07	337,833		18,463,240		68.69		20,822,887		61.64
2016	296,421		22,282,656		75.17		22,937,469		77.38	57,782		2,699,369		9.11		3,170,178		54.86
2017	98,621		5,449,424		55.26		5,934,243		60.17	746,056		39,628,610		401.83		43,423,688		58.20
Thereafter	1,286,158		53,288,849		41.43		81,153,464		63.10	1,383,270		69,430,266		53.98		92,145,734		66.61

	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
2008	22,675	$	1,643,003	$	72.46	$	1,643,003	$	72.46	13,987	$	727,706	$	32.09	$	727,706	$	52.03
2009	202,858		15,200,564		74.93		15,212,010		74.99	160,899		7,959,127		39.23		7,959,127		49.47
2010	612,360		43,897,760		71.69		44,023,589		71.89	210,003		11,877,586		19.40		12,066,232		57.46
2011	248,485		21,021,244		84.60		21,449,736		86.32	313,309		24,239,165		97.55		24,446,842		78.03
2012	653,763		49,138,574		75.16		50,297,231		76.93	253,520		13,773,842		21.07		14,519,218		57.27
2013	113,903		10,700,511		93.94		10,893,590		95.64	223,594		10,750,310		94.38		11,335,368		50.70
2014	178,574		15,674,312		87.77		17,232,615		96.50	223,413		10,285,630		57.60		10,965,007		49.08
2015	368,657		27,363,068		74.22		31,695,581		85.98	164,408		7,556,904		20.50		8,190,256		49.82
2016	1,162,487		102,039,712		87.78		107,377,700		92.37	811,972		33,868,970		29.13		36,184,066		44.56
2017	1,456,114		120,857,740		83.00		135,257,435		92.89	173,483		8,053,243		5.53		8,702,314		50.16
Thereafter	3,576,891		270,486,032		75.62		331,984,841		92.81	552,082		29,300,248		8.19		33,453,312		60.59

	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
2008	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
2009	—		—		—		—		—	—		—		—		—		—
2010	—		—		—		—		—	—		—		—		—		—
2011	—		—		—		—		—	—		—		—		—		—
2012	—		—		—		—		—	—		—		—		—		—
2013	—		—		—		—		—	—		—		—		—		—
2014	—		—		—		—		—	—		—		—		—		—
2015	—		—		—		—		—	—		—		—		—		—
2016	—		—		—		—		—	—		—		—		—		—
2017	—		—		—		—		—	—		—		—		—		—
Thereafter	—		—		—		—		—	—		—		—		—		—

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2008

SUBURBAN PROPERTIES

Lease Expirations (1) (2)


	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
2008	89,320	$	3,510,724	$	39.31	$	3,510,724	$	39.31	17,716	$	553,454	$	6.20	$	553,454	$	31.24
2009	498,752		16,014,872		32.11		16,051,598		32.18	487,038		15,131,152		30.34		15,306,540		31.43
2010	591,445		17,700,065		29.93		18,649,811		31.53	579,861		18,567,953		31.39		18,812,423		32.44
2011	495,918		13,468,781		27.16		13,707,721		27.64	712,051		23,663,076		47.72		25,182,351		35.37
2012	756,603		23,062,713		30.48		24,763,551		32.73	782,123		30,467,245		40.27		32,290,642		41.29
2013	156,657		4,123,845		26.32		4,745,669		30.29	127,156		4,089,714		26.11		4,418,624		34.75
2014	166,647		4,365,036		26.19		4,732,396		28.40	618,884		18,769,990		112.63		20,864,461		33.71
2015	87,931		2,059,182		23.42		2,519,128		28.65	276,737		8,725,686		99.23		10,166,404		36.74
2016	214,824		6,666,536		31.03		7,464,852		34.75	147,489		4,951,069		23.05		6,123,189		41.52
2017	145,556		4,224,155		29.02		5,195,129		35.69	170,200		6,045,274		41.53		6,828,686		40.12
Thereafter	303,567		7,864,125		25.91		7,584,345		24.98	566,837		20,658,528		68.05		20,029,991		35.34

	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
2008	—	$	—	$	—	$	—	$	—	4,941	$	156,617	$	—	$	156,617	$	31.70
2009	—		—		—		—		—	90,500		2,850,014		—		2,851,532		31.51
2010	—		—		—		—		—	577,657		8,674,737		—		9,141,158		15.82
2011	—		—		—		—		—	92,761		1,800,994		—		2,166,147		23.35
2012	—		—		—		—		—	22,007		697,548		—		765,095		34.77
2013	—		—		—		—		—	28,011		622,532		—		699,275		24.96
2014	—		—		—		—		—	256,302		8,601,368		—		9,339,517		36.44
2015	—		—		—		—		—	221,962		6,947,344		—		8,162,001		36.77
2016	—		—		—		—		—	128,388		3,052,497		—		3,657,712		28.49
2017	—		—		—		—		—	—		—		—		—		—
Thereafter	—		—		—		—		—	—		—		—		—		—

	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
2008	2,288	$	75,085	$	32.82	$	75,085	$	32.82	—	$	—	$	—	$	—	$	—
2009	183,639		6,430,218		35.02		6,430,218		35.02	—		—		—		—		—
2010	136,340		4,923,065		36.11		4,937,999		36.22	—		—		—		—		—
2011	444,606		15,344,904		34.51		15,568,272		35.02	—		—		—		—		—
2012	45,421		1,515,396		33.36		1,550,891		34.14	—		—		—		—		—
2013	186,122		5,955,059		32.00		6,399,711		34.38	—		—		—		—		—
2014	636,725		19,873,637		31.21		21,314,715		33.48	—		—		—		—		—
2015	154,152		4,554,145		29.54		5,077,343		32.94	—		—		—		—		—
2016	36,919		1,237,394		33.52		1,274,313		34.52	—		—		—		—		—
2017	80,846		2,701,231		33.41		3,002,812		37.14	—		—		—		—		—
Thereafter	26,770		762,945		28.50		870,025		32.50	—		—		—		—		—

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2008

HOTEL PERFORMANCE

Cambridge Center Marriott


	Third Quarter 2008			Third Quarter 2007			Percent Change		Year to Date 2008			Year To Date 2007			Percent Change
Occupancy		85.0	%		82.9	%	2.5	%		79.1	%		78.4	%	0.9	%
Average Daily Rate	$	212.19		$	229.81		-7.7	%	$	209.79		$	202.76		3.5	%
Revenue per available room	$	180.29		$	190.52		-5.4	%	$	167.61		$	158.86		5.5	%

OCCUPANCY ANALYSIS

Same Property Occupancy(1)—By Location


	CBD				Suburban				Total
Location	30-Sep-08		30-Sep-07		30-Sep-08		30-Sep-07		30-Sep-08		30-Sep-07
Greater Boston	96.3	%	97.0	%	87.9	%	83.3	%	92.4	%	90.7	%
Greater Washington	99.9	%	97.8	%	97.1	%	97.7	%	98.3	%	97.7	%
Midtown Manhattan	99.3	%	99.4	%	n/a		n/a		99.3	%	99.4	%
Princeton/East Brunswick, NJ	n/a		n/a		83.9	%	87.1	%	83.9	%	87.1	%
Greater San Francisco	90.8	%	85.9	%	98.6	%	98.8	%	92.9	%	89.5	%

Total Portfolio	96.8	%	95.7	%	91.8	%	91.1	%	94.7	%	93.8	%

Same Property Occupancy(1)—By Type of Property


	CBD				Suburban				Total
	30-Sep-08		30-Sep-07		30-Sep-08		30-Sep-07		30-Sep-08		30-Sep-07
Total Office Portfolio	96.8	%	95.6	%	93.5	%	93.6	%	95.5	%	94.8	%
Total Office/Technical Portfolio	100.0	%	100.0	%	77.9	%	70.9	%	81.9	%	76.2	%

Total Portfolio	96.8	%	95.7	%	91.8	%	91.1	%	94.7	%	93.8	%

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

Boston Properties, Inc.

Third Quarter 2008

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel Properties


	Office		Office/Technical		Hotel (1)		Total
Number of Properties	100		20		1		121
Square feet	27,819,308		1,659,294		330,400		29,809,002
Percent of in-service properties	87.5	%	100.0	%	100.0	%	88.2	%
Occupancy @ 9/30/2007	94.8	%	76.2	%	—		93.8	%
Occupancy @ 9/30/2008	95.5	%	81.9	%	—		94.7	%
Percent change from 3rd quarter 2008 over 3rd quarter 2007 (2):
Rental revenue	1.1	%	10.0	%	-1.9	%
Operating expenses and real estate taxes	11.6	%	14.6	%	0.7	%
Consolidated Net Operating Income (3)—excluding hotel							-4.0	%(2)
Consolidated Net Operating Income (3)—Hotel							-8.8	%(2)
Net Operating Income (3)(4)—BXP’s share of unconsolidated joint ventures							0.4	%(2)
Portfolio Net Operating Income (3)							-3.9	%

Rental revenue—cash basis	7.4	%	9.9	%	-1.9	%
Consolidated Net Operating Income (3)—cash basis (5) excluding hotel	5.1	%	8.0	%			5.2	%(2)
Consolidated Net Operating Income (3)—cash basis (5)—Hotel							-8.8	%(2)
Net Operating Income—cash basis (5)—BXP’s share of unconsolidated joint ventures							-0.1	%(2)
Portfolio Net Operating Income (3)—cash basis (5)							4.9	%

Same Property Lease Analysis—quarter ended September 30, 2008


	Office			Office/Technical			Total
Vacant space available @ 7/1/2008 (sf)		1,241,562			300,275			1,541,837
Square footage of leases expiring or terminated 7/1/2008-9/30/2008		505,929			26,388			532,317

Total space for lease (sf)		1,747,491			326,663			2,074,154

New tenants (sf)		308,143			—			308,143
Renewals (sf)		183,399			26,388			209,787

Total space leased (sf)		491,542			26,388			517,930

Space available @ 9/30/2008 (sf)		1,255,949			300,275			1,556,224

Net (increase)/decrease in available space (sf)		(14,387	)		—			(14,387	)
2nd generation Average lease term (months)		62			12			59
2nd generation Average free rent (days)		35			—			34
2nd generation TI/Comm PSF	$	23.83		$	—		$	22.38
Increase (decrease) in 2nd generation gross rents (4)		42.31	%		2.39	%		41.60	%
Increase (decrease) in 2nd generation net rents (4)		65.00	%		2.96	%		63.59	%

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

(2)

See page 44 for a quantitative reconciliation of Same Property Net Operating Income (NOI) by reportable segment. The results for the three months ended September 30, 2008 are impacted by the establishment of non-cash reserves for the accrued straight-line balances associated with the Company’s leases with Lehman Brothers, Inc. and the law firm of Heller Ehrman, LLP for $13.2 million and $7.8 million, respectively.

(3)	For a quantitative reconciliation of NOI to net income available to common shareholders, see page 43. For disclosures relating to our use of Portfolio NOI and Consolidated NOI, see page 51.

(4)	For disclosures related to the calculation of NOI from unconsolidated joint ventures, see page 18.

(5)	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 437,720 square feet.

Boston Properties, Inc.

Third Quarter 2008

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	9/30/2008			9/30/2007
	*(in thousands)*
Net income available to common shareholders	$	48,506		$	242,370
Gains on sales of real estate from discontinued operations, net of minority interest		—			—
Income from discontinued operations, net of minority interest		—			(1,357	)
Gains on sales of real estate, net of minority interest		(1,497	)		(168,495	)
Minority interest in Operating Partnership		9,420			13,946
Income from unconsolidated joint ventures		(2,644	)		(1,390	)
Minority interest in property partnership		525			—

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		54,310			85,074

Add:
Losses from early entinguishments of debt					2,695
Net derivative losses		6,318			—
Depreciation and amortization		75,321			70,916
Interest expense		68,308			69,929
General and administrative expense		18,758			20,189

Subtract:
Interest and other income		(212	)		(25,081	)
Development and management services income		(9,557	)		(5,318	)

Consolidated Net Operating Income	$	213,246		$	218,404
Net Operating Income from unconsolidated joint ventures (BXP’s share) (1)	$	56,399		$	5,703

Combined Net Operating Income	$	269,645		$	224,107

Subtract:
Net Operating Income from Value-Added Fund (BXP’s share)	$	(1,255	)	$	(332	)


Portfolio Net Operating Income		268,390			223,775

Same Property Net Operating Income	$	212,989		$	221,650
Net operating income from non Same Properties (2)		54,044			1,383
Termination income		1,357			742

Portfolio Net Operating Income	$	268,390		$	223,775

Same Property Net Operating Income	$	212,989		$	221,650
Less straight-line rent and fair value lease revenue		(9,615	)		9,502

Same Property Net Operating Income—cash basis	$	222,604		$	212,148

(1)	For disclosures related to the calculation of Net Operating Income from unconsolidated joint ventures, see page 18.

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

Boston Properties, Inc.

Third Quarter 2008

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-08			30-Sep-07		$ Change			% Change		30-Sep-08			30-Sep-07			$ Change			% Change
Rental Revenue	$	321,369		$	317,095						$	11,427		$	10,433
Less Termination Income		1,349			693							—			49

Rental revenue—subtotal		320,020			316,402		3,618		1.1	%		11,427			10,384			1,043		10.0	%
Operating expenses and real estate taxes		122,697			109,989		12,708		11.6	%		3,330			2,905			425		14.6	%

Net Operating Income (1)	$	197,323		$	206,413	$	(9,090	)	-4.4	%	$	8,097		$	7,479		$	618		8.3	%

Rental revenue—subtotal	$	320,020		$	316,402						$	11,427		$	10,384
Less straight line rent and fair value lease revenue		(9,735	)		9,427		(19,162	)	-203.3	%		45			25			20		80.0	%

Rental revenue—cash basis		329,755			306,975		22,780		7.4	%		11,382			10,359			1,023		9.9	%
Less:
Operating expenses and real estate taxes		122,697			109,989		12,708		11.6	%		3,330			2,905			425		14.6	%

Net Operating Income (2)—cash basis	$	207,058		$	196,986	$	10,072		5.1	%	$	8,052		$	7,454		$	598		8.0	%


	Sub-Total										Hotel
	For the three months ended					$ Change			% Change		For the three months ended						$ Change			% Change
	30-Sep-08			30-Sep-07		$ Change			% Change		30-Sep-08			30-Sep-07			$ Change			% Change
Rental Revenue	$	332,796		$	327,528						$	8,482		$	8,647
Less Termination Income		1,349			742							—			—

Rental revenue—subtotal		331,447			326,786		4,661		1.4	%		8,482			8,647		$	(165	)	-1.9	%
Operating expenses and real estate taxes		126,027			112,894		13,133		11.6	%		6,318			6,275			43		0.7	%

Net Operating Income (1)	$	205,420		$	213,892	$	(8,472	)	-4.0	%	$	2,164		$	2,372		$	(208	)	-8.8	%

Rental revenue—subtotal	$	331,447		$	326,786						$	8,482		$	8,647
Less straight line rent and fair value lease revenue		(9,690	)		9,452		(19,142	)	-202.5	%		(1	)		(1	)		—		0.0	%

Rental revenue—cash basis		341,137			317,334		23,803		7.5	%		8,483			8,648			(165	)	-1.9	%
Less:
Operating expenses and real estate taxes		126,027			112,894		13,133		11.6	%		6,318			6,275			43		0.7	%

Net Operating Income (2)—cash basis	$	215,110		$	204,440	$	10,670		5.2	%	$	2,165		$	2,373		$	(208	)	-8.8	%


	Unconsolidated Joint Ventures (3)										Total
	For the three months ended					$ Change			% Change		For the three months ended						$ Change			% Change
	30-Sep-08			30-Sep-07		$ Change			% Change		30-Sep-08			30-Sep-07			$ Change			% Change
Rental Revenue	$	8,902		$	8,560						$	350,180		$	344,735
Less Termination Income		8			—							1,357			742

Rental revenue—subtotal		8,894			8,560	$	334		3.9	%		348,823			343,993			4,830		1.4	%
Operating expenses and real estate taxes		3,489			3,174		315		9.9	%		135,834			122,343			13,491		11.0	%

Net Operating Income (1)	$	5,405		$	5,386	$	19		0.4	%	$	212,989		$	221,650		$	(8,661	)	-3.9	%

Rental revenue—subtotal	$	8,894		$	8,560						$	348,823		$	343,993
Less straight line rent and fair value lease revenue		76			51		25		49.0	%		(9,615	)		9,502			(19,117	)	-201.2	%

Rental revenue—cash basis		8,818			8,509		309		3.6	%		358,438			334,491			23,947		7.2	%
Less:
Operating expenses and real estate taxes		3,489			3,174		315		9.9	%		135,834			122,343			13,491		11.0	%

Net Operating Income (2)—cash basis	$	5,329		$	5,335	$	(6	)	-0.1	%	$	222,604		$	212,148		$	10,456		4.9	%

(1)	For a quantitative reconciliation of net operating income (NOI) to net income available to common shareholders, see page 43. 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 43. For disclosures relating to our use of NOI see page 51.

(3)	Does not include the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2008

LEASING ACTIVITY

All In-Service Properties—quarter ended September 30, 2008


	Office			Office/Technical			Total
Vacant space available @ 7/1/2008 (sf)		1,312,969			300,275			1,613,244
Property dispositions/ assets taken out of service (sf)		—			—			—
Property acquisitions/ assets placed in-service (sf)		33,376			—			33,376
Leases expiring or terminated 7/1/2008-9/30/2008 (sf)		596,797			26,388			623,185

Total space for lease (sf)		1,943,142			326,663			2,269,805

New tenants (sf)		403,006			—			403,006
Renewals (sf)		183,399			26,388			209,787

Total space leased (sf)		586,405			26,388			612,793	(1)

Space available @ 9/30/2008 (sf)		1,356,737			300,275			1,657,012

Net (increase)/decrease in available space (sf)		(43,768	)		—			(43,768	)
2nd generation Average lease term (months)		75			12			72
2nd generation Average free rent (days)		48			—			46
2nd generation TI/Comm PSF	$	31.17		$	—		$	29.57
Increase (decrease) in 2nd generation gross rents (2)		48.73	%		2.39	%		48.05	%
Increase (decrease) in 2nd generation net rents (3)		76.58	%		2.96	%		75.14	%


	All leases 1st Generation	All leases 2nd Generation	Incr (decr) in 2nd gen. gross cash rents (2)		Incr (decr) in 2nd gen. net cash rents (3)		Total Leased (4)	Total square feet of leases executed in the quarter (5)
Boston	—	189,868	14.32	%	23.95	%	189,868	226,707
Washington	—	87,162	-7.15	%	-9.80	%	87,162	225,164
New York	—	228,744	71.37	%	114.80	%	228,744	334,668
San Francisco	—	63,865	32.14	%	47.75	%	63,865	38,710
Princeton	—	43,154	-0.37	%	-6.95	%	43,154	84,472

	—	612,793	48.05	%	75.14	%	612,793	909,721

(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 510,802.

(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 510,802.

(4)	Represents leases for which rental revenue has commenced in accordance with GAAP during the quarter.

(5)	Represents leases executed in the quarter for which the GAAP impact may be recognized in the current or future quarter, including properties currently under development.

Boston Properties, Inc.

Third Quarter 2008

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q3 2008		Q2 2008		Q1 2008			2007		2006			2005
Recurring capital expenditures	$	8,252	$	5,075	$	4,296		$	36,599	$	25,718		$	22,369
Planned non-recurring capital expenditures associated with acquisition properties		1,472		644		15			1,490		3,869			2,957
Hotel improvements, equipment upgrades and replacements		446		289		993	(1)		1,127		7,969	(2)		4,097

	$	10,170	$	6,008	$	5,304		$	39,216	$	37,556		$	29,423

2nd Generation Tenant Improvements and Leasing Commissions


	Q3 2008		Q2 2008		Q1 2008		2007		2006		2005
Office
Square feet		586,405		467,307		744,687		3,201,812		2,972,996		2,749,079

Tenant improvement and lease commissions PSF	$	31.17	$	22.00	$	35.72	$	23.88	$	29.14	$	28.75

Office/Technical
Square feet		26,388		—		—		226,692		33,400		82,753

Tenant improvement and lease commissions PSF	$	—	$	—	$	—	$	26.62	$	—	$	2.89

Average tenant improvement and lease commissions PSF	$	29.57	$	22.00	$	35.72	$	24.06	$	28.82	$	28.00

(1)	Includes approximately $723,000 of costs related to suites renovation at Cambridge Center Marriott.

(2)	Includes approximately $5.6 million of costs related to a room renovation project at Cambridge Center Marriott.

Boston Properties, Inc.

Third Quarter 2008

ACQUISITIONS/DISPOSITIONS

as of September 30, 2008

ACQUISITIONS

For the period from January 1, 2008 through September 30, 2008


Property	Date Acquired	Square Feet	Initial Investment		Anticipated Future Investment			Total Investment		Percentage Leased
250 West 55th Street (Development Rights)	May-08	N/A	$	34,200,000	$	—	(1)	$	34,200,000	N/A
The General Motors Building (60% ownership interest)	Jun-08	1,787,438		1,675,000,000		—			1,675,000,000	98	%
Two Grand Central Tower (60% ownership interest)	Aug-08	635,275		256,758,000		1,681,000			258,439,000	100	%
540 Madison Avenue (60% ownership interest)	Aug-08	283,385		166,254,000		1,197,000			167,451,000	93	%
125 West 55th Street (60% ownership interest)	Aug-08	558,671		266,388,000		1,126,000			267,514,000	100	%
635 Massachusetts Avenue	Sep-08	211,000		119,473,000		—	(1)		119,473,000	100	%

Total Acquisitions		3,475,769	$	2,518,073,000	$	4,004,000		$	2,522,077,000	98	%

DISPOSITIONS

For the period from January 1, 2008 through September 30, 2008


Property	Date Disposed	Square Feet	Gross Sales Price		Book Gain
280 Park Avenue (2)	Jun-06	—	$	—	$	23,438,000
Mountain View Research/Technology Parks (3)	Jan-08	736,268		221,600,000		—
20 F Street Land (4)	Apr-08	—		33,700,000		7,956,000

Total Dispositions		736,268	$	255,300,000	$	31,394,000

(1)	Anticipated future investment on development projects are not included.

(2)

280 Park Avenue was sold in June 2006. The Company entered into a 74,340 net rentable square foot master lease obligation with the buyer resulting in the deferral of approximately $67.3 million of the book gain. Subsequent to the sale during 2006, the Company signed qualifying leases for 26,281 net rentable square feet and recognized approximately $21.0 million of additional book gain. During the year ended December 31, 2007, the Company signed an additional qualifying lease for 22,250 net rentable square feet resulting in the recognition of approximately $18.0 million of additional book gain. During the three months ended March 31, 2008, the Company signed an additional qualifying lease for 17,454 net rentable square feet resulting in the recognition of approximately $23.4 million of additional book gain. As of September 30, 2008, the master lease obligation totaled approximately $1.3 million.

(3)	On January 7, 2008, the Company transferred at cost the Mountain View properties to the Value-Added Fund.

(4)

On April 14, 2008, the Company sold a parcel of land located in Washington, D.C. for approximately $33.7 million. The Company had previously entered into a development agreement with the buyer to develop a Class A office property on the parcel totaling approximately 165,000 net rentable square feet. The estimated gain on sale totaling approximately $23.4 million has been deferred and will be recognized over the construction period.

Boston Properties, Inc.

Third Quarter 2008

VALUE CREATION PIPELINE—CONSTRUCTION IN PROGRESS (1)

as of September 30, 2008


Construction Properties	Initial Occupancy	Estimated Stabilization Date	Location	# of Buildings	Square feet	Investment to Date (2) (3)		Estimated Total Investment (2) (3)		Total Construction Loan (2)		Amount Drawn at 9/30/2008 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (4)
77 CityPoint (formerly 77 Fourth Avenue)	Q1 2008	Q4 2008	Waltham, MA	1	210,000	$	74,037,852	$	79,707,173	$	—	$	—	$	5,669,321	100	%
South of Market (Phase I)	Q1 2008	Q3 2009	Reston, VA	3	652,000		189,404,025		213,800,000		200,000,000		177,204,957		1,600,932	84	%
One Preserve Parkway	Q2 2008	Q4 2009	Rockville, MD	1	183,000		45,252,748		60,536,931		—		—		15,284,183	20	%
Annapolis Junction (50% ownership)	Q4 2008	Q4 2009	Annapolis, MD	1	117,600		24,801,585		32,600,000		22,750,000		18,020,984		3,069,399	0	%
Wisconsin Place (66.67% ownership) (5)	Q2 2009	Q4 2010	Chevy Chase, MD	1	290,000		65,858,280		93,500,000		79,970,501		45,106,593		—	55	%
Democracy Tower (formerly South of Market—Phase II)	Q3 2009	Q3 2009	Reston, VA	1	225,000		48,941,687		87,200,000		65,000,000		18,538,870		—	100	%
701 Carnegie Center	Q4 2009	Q4 2009	Princeton, NJ	1	120,000		11,032,666		34,000,000		—		—		22,967,334	100	%
250 West 55th	Q1 2011	Q4 2011	New York, NY	1	1,000,000		401,679,637		980,000,000		—		—		578,320,363	22	%
280 Congress Street (Russia Wharf) (6)	Q1 2011	Q1 2012	Boston, MA	2	815,000		192,411,591		550,000,000		—		—		357,588,409	78	%(8)
2200 Pennsylvania Avenue (7)	Q2 2011	Q2 2012	Washington, DC	2	780,000		28,784,736		380,000,000		—		—		351,215,264	0	%

Total Properties under Construction				14	4,392,600	$	1,082,204,807	$	2,511,344,104	$	367,720,501	$	258,871,404	$	1,335,715,205	51	%(8)

PROJECTS PLACED-IN-SERVICE DURING 2008


	Initial In Service Date	Estimated Stabilization Date	Location	# of Buildings	Square feet	Investment to Date (3)		Estimated Total Investment (3)		Debt		Drawn at September 30, 2008		Estimated Future Equity Requirement		Percentage Leased
505 9th Street (50% ownership)	Q4 2007	Q1 2008	Washington, D.C.	1	323,000	$	65,980,917	$	65,000,000	$	65,000,000	$	65,000,000		—	100	%

Total Projects Placed in Service				1	323,000	$	65,980,917	$	65,000,000	$	65,000,000	$	65,000,000	$	—	100	%

IN-SERVICE PROPERTIES HELD FOR RE-DEVELOPMENT


	Sub Market	Number of Buildings	Square Feet	Leased %		Annualized Revenue Per Leased SF (9)		Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)	Estimated Future SF (10)
103 Fourth Avenue	Route 128 Mass Turnpike MA	1	62,476	58.5	%	$	20.93	N	S	265,000
Waltham Office Center	Route 128 Mass Turnpike MA	3	129,262	54.6	%		22.64	N	S	414,000
6601 Springfield Center Drive	Fairfax County VA	1	26,388	100.0	%		13.31	N	S	86,000
6605 Springfield Center Drive	Fairfax County VA	1	68,907	0.0	%		—	N	S	300,000
North First Business Park	San Jose, CA	5	190,636	75.8	%		15.04	N	S	683,000
635 Massachusetts Avenue	Washington, DC	1	211,000	100.0	%		28.31	N	CBD	450,000

Total Properties held for Re-Development		12	688,669	71.0	%	$	22.21			2,198,000

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

(2)	Represents the Company's share.

(3)	Includes net revenue during lease up period.

(4)	Represents percentage leased as of October 27, 2008.

(5)	Includes approximately $38.3 million of land and infrastructure costs invested to date.

(6)	Includes 235,000 square feet of residential space for rent or for sale and 28,000 square feet of retail space.

(7)	Includes 330,000 square feet of residential space for rent or sale.

(8)	Percentage Leased excludes 235,000 square feet of residential space and includes 28,000 square feet of retail space.

(9)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(10)	Included in developable square feet of Value Creation Pipeline—Owned Land Parcels on page 49.

Boston Properties, Inc.

Third Quarter 2008

VALUE CREATION PIPELINE—OWNED LAND PARCELS

as of September 30, 2008


Location	Acreage	Approximate Developable Square Feet
San Jose, CA (1) (2)	44.0	2,600,000
Waltham, MA (1)	25.4	1,150,000
Reston, VA	33.8	910,000
Dulles, VA	76.6	850,000
Gaithersburg, MD	27.0	850,000
Springfield, VA (1)	17.8	800,000
Rockville, MD	58.1	759,000
Boston, MA (3)	1.2	546,000
Washington, DC (1)	1.0	450,000
Marlborough, MA	50.0	400,000
Weston, MA	74.0	350,000
Annapolis, MD (50% ownership)	20.0	300,000
Andover, MA	10.0	110,000

	438.9	10,075,000

VALUE CREATION PIPELINE—LAND PURCHASE OPTIONS

as of September 30, 2008


Location	Acreage	Approximate Developable Square Feet
Princeton, NJ (4)	143.1	1,780,000
New York, NY (50% ownership)	1.0	850,000
Cambridge, MA (5)	—	200,000

	144.1	2,830,000

(1)	Properties on-site are held for future re-development and are referenced on page 48.

(2)	Includes an additional 460,000 square feet of developable square footage at our 3200 Zanker Road project.

(3)	Includes approximately 250,000 square feet of Residential development.

(4)	$30.50 per square foot and $125,000 per annum non-refundable payment.

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

Boston Properties, Inc.

Third Quarter 2008

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 and net derivative losses, (2) eliminating the effect of straight-line rent, (3) subtracting: recurring capital expenditures; hotel improvements, equipment upgrades and replacements; and second generation tenant improvement and leasing commissions; and (4) subtracting 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.

Consolidated Debt to Total Consolidated Market Capitalization Ratio

Consolidated debt to total consolidated 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 consolidated market capitalization is the sum of (A) our total consolidated indebtedness outstanding plus (B) 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, but excluding unearned outperformance plan 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 consolidated debt to total consolidated 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 consolidated debt to total consolidated 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.

Combined Debt to Total Combined Market Capitalization Ratio

Combined debt to total combined market capitalization ratio, defined as total combined debt (which equals our total consolidated debt plus our share of unconsolidated joint venture debt) as a percentage of the market value of our outstanding equity securities plus our total combined debt, is an alternative measure of leverage used by some analysts in the REIT sector. Total combined market capitalization is the sum of (A) our total combined debt plus (B) 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, excluding unearned outperformance plan 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 present this ratio because, following our acquisitions of the General Motors Building, Two Grand Central Tower, 125 West 55th Street and 540 Madison Avenue through unconsolidated joint ventures in June and August 2008, our share of unconsolidated joint venture debt increased significantly compared to prior periods when the amount of assets held through unconsolidated joint ventures was significantly smaller. In light of the difference between our consolidated debt and our total combined debt, we believe that presenting our combined debt to total combined market capitalization as well may provide investors with a more complete picture of our leverage. Investors should understand that our combined debt to total combined 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. The combined debt to total combined market capitalization ratio should be 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.

Boston Properties, Inc.

Third Quarter 2008

Definitions

Consolidated Net Operating Income (NOI)

Consolidated 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 Consolidated NOI on a cash basis, which is Consolidated NOI after eliminating the effects of straight-lining of rent. We use Consolidated NOI internally as a performance measure and believe Consolidated 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 Consolidated NOI is a useful measure for evaluating the operating performance of our real estate assets. Our management also uses Consolidated NOI to evaluate regional property level performance and to make decisions about resource allocations. Further, we believe Consolidated NOI is useful to investors as a performance measure because, when compared across periods, Consolidated 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. Consolidated 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. Consolidated NOI presented by us may not be comparable to Consolidated NOI reported by other REITs that define Consolidated NOI differently. We believe that in order to facilitate a clear understanding of our operating results, Consolidated NOI should be examined in conjunction with net income as presented in our consolidated financial statements. Consolidated 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.

Combined Net Operating Income (NOI)

Combined NOI is a non-GAAP financial measure equal to Consolidated NOI plus our share of income from unconsolidated joint ventures. In some cases we also present Combined NOI on a cash basis, which is Combined NOI after eliminating the effects of straight-lining of rent. In addition to Consolidated NOI, we use Combined NOI internally as a performance measure and believe Combined NOI provides useful information to investors regarding our financial condition and results of operations because it includes the impact of our unconsolidated joint ventures, which have become significant. Therefore, we believe Combined NOI is a useful measure for evaluating the operating performance of all of our real estate assets, including those held by our unconsolidated joint ventures. Our management also uses Combined NOI to evaluate regional property level performance and to make decisions about resource allocations. Further, like Consolidated NOI, we believe Combined NOI is useful to investors as a performance measure because, when compared across periods, Combined 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. Combined NOI presented by us may not be comparable to Combined NOI reported by other REITs that define Combined NOI differently. We believe that in order to facilitate a clear understanding of our operating results, Combined NOI should be examined in conjunction with net income as presented in our consolidated financial statements. Combined 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.

Portfolio Net Operating Income (NOI)

Portfolio NOI is a non-GAAP financial measure equal to Combined NOI less our share of income from the Value-Added Fund in recognition of the fact that we do not include non-core office properties held by the fund in the Company’s portfolio information tables or other portfolio-level statistics. In some cases we also present Portfolio NOI on a cash basis, which is Portfolio NOI after eliminating the effects of straight-lining of rent. In addition to Consolidated NOI and Combined NOI, we use Portfolio NOI internally as a performance measure and believe Portfolio NOI provides useful information to investors regarding our financial condition and results of operations because it includes the impact of our unconsolidated joint ventures, which have become significant, and excludes the Value-Added Fund. Therefore, we believe Portfolio NOI is a useful measure for evaluating the operating performance of our entire portfolio, including both consolidated assets and those held by our unconsolidated joint ventures. Our management also uses Portfolio NOI to evaluate regional property level performance and to make decisions about resource allocations. Further, like Consolidated NOI and Combined NOI, we believe Portfolio NOI is useful to investors as a performance measure because, when compared across periods, Portfolio 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. Portfolio NOI presented by us may not be comparable to Portfolio NOI reported by other REITs that define Portfolio NOI differently. We believe that in order to facilitate a clear understanding of our operating results, Portfolio NOI should be examined in conjunction with net income as presented in our consolidated financial statements. Portfolio 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

In-service properties include properties held by our unconsolidated joint ventures (other than the Value-Added Fund). 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” which is generally later than the date the property is placed in-service for GAAP. 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.” “Same Properties NOI” includes our share of net operating income from unconsolidated joint ventures (other than the Value-Added Fund).

Annualized Revenue

Contractual rental obligations at the end of the reporting period, including contractual reimbursements, on an annualized cash basis.

Future Annualized Revenue

Contractual rental obligations at lease expiration, including current contractual reimbursements, on an annualized cash basis.

Press release

Exhibit 99.2

LOGO

800 Boylston Street

Boston, MA 02199


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

Arista Joyner

Investor Relations Manager

(617) 236-3343

BOSTON PROPERTIES, INC. ANNOUNCES

THIRD QUARTER 2008 RESULTS


Reports diluted FFO per share of $1.13		Reports diluted EPS of $0.40

BOSTON, MA, October 28, 2008 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the third quarter ended September 30, 2008.

Funds from Operations (FFO) for the quarter ended September 30, 2008 were $137.9 million, or $1.15 per share basic and $1.13 per share diluted. This compares to FFO for the quarter ended September 30, 2007 of $139.1 million, or $1.17 per share basic and $1.15 per share diluted, after a supplemental adjustment to exclude the loss from early extinguishment of debt associated with the sale of real estate. FFO for the quarter ended September 30, 2008 includes non-cash charges of (1) $0.15 per share on a diluted basis related to the establishment of reserves for the accrued straight-line rent balances associated with the Company’s leases with Lehman Brothers Inc. and the law firm of Heller Ehrman LLP and (2) $0.04 per share on a diluted basis related to the partial ineffectiveness of the Company’s interest rate hedging contracts. FFO for the quarter ended September 30, 2007 includes the write-off of costs related to an abandoned suburban development project of $0.03 per share on a diluted basis. The loss from early extinguishment of debt associated with the sale of real estate was $0.02 per share on a diluted basis for the quarter ended September 30, 2007. The weighted average number of basic and diluted shares outstanding totaled 119,832,474 and 122,830,104, respectively, for the quarter ended September 30, 2008 and 119,010,269 and 122,298,400 respectively, for the quarter ended September 30, 2007.

Net income available to common shareholders was $48.5 million for the quarter ended September 30, 2008, compared to $242.4 million for the quarter ended September 30, 2007. Net income available to common shareholders per share (EPS) for the quarter ended September 30, 2008 was $0.40 basic and $0.40 on a diluted basis. This compares to EPS for the third quarter of 2007 of $2.02 basic and $1.99 on a diluted basis. EPS for the quarter ended September 30, 2007 includes $1.39, on a diluted basis, related to gains on sales of real estate and discontinued operations. The gain on sales of real estate for the quarter ended September 30, 2007 resulted from the sale of Democracy Center for a gross sale price of $280.5 million.

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, 2008. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of September 30, 2008, the Company’s portfolio consisted of 146 properties comprising approximately 48.5 million square feet, including 14 properties under construction totaling 4.4 million square feet and one hotel. The overall percentage of leased space for the 131 properties in service as of September 30, 2008 was 95.0%.

Significant events during the third quarter included:

•

On July 21, 2008, the Company’s Operating Partnership utilized an accordion feature under its unsecured revolving credit facility with a consortium of lenders to increase the current maximum borrowing amount under the facility from $923.3 million to $1.0 billion. All other material terms under the facility remain unchanged.

•

On July 31, 2008, the Company cash-settled at maturity its two remaining treasury lock contracts and one forward-starting interest rate swap contract with notional amounts aggregating $100.0 million and made aggregate cash payments to the counterparties totaling approximately $3.9 million. On September 2, 2008, the Company cash-settled its remaining forward-starting interest rate swap contracts with notional amounts aggregating $100.0 million and made aggregate cash payments to the counterparties totaling approximately $6.0 million. On September 9, 2008, the Company executed an interest rate lock agreement with lenders at a fixed rate of 6.10% per annum for an eight-year, $375.0 million loan collateralized by its Four Embarcadero Center property located in San Francisco, California. The Company’s interest rate hedging program contemplated a financing with a ten-year term and, as a result, under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended and interpreted, the Company recognized a net derivative loss of approximately $6.3 million representing the partial ineffectiveness of its interest rate contracts. The expected financing is expected to close in the fourth quarter of 2008. There can be no assurance that the financing will close on the terms currently contemplated or at all.

•

On August 12, 2008, the Company completed the acquisitions of 540 Madison Avenue and Two Grand Central Tower located in New York City, New York for an aggregate purchase price of approximately $705.0 million, including $309.9 million of assumed indebtedness. On August 13, 2008, the Company completed the acquisition of 125 West 55th Street also located in New York City, New York for a purchase price of approximately $444.0 million, including $263.5 million of assumed indebtedness. Each acquisition was completed through a joint venture among the Company, US Real Estate Opportunities I, L.P., which is a partnership managed by Goldman Sachs, and Meraas Capital LLC, a Dubai-based private equity firm. The Company has a 60% interest in each venture and provides customary property management and leasing services for the ventures. The acquisitions were financed with cash contributions from the ventures’ partners aggregating approximately $575.6 million and the assumption of approximately $573.4 million of secured and mezzanine loans. The debt that was assumed as part of the transactions consists of the following:

•

540 Madison Avenue—two secured loans having an aggregate principal amount of $119.9 million and a weighted-average fixed interest rate of 5.20% per annum, each of which matures in July 2013;

•

Two Grand Central Tower—a $190.0 million secured loan having a fixed interest rate of 5.10% per annum, which matures in July 2010; and

•

125 West 55th Street—$263.5 million of secured and mezzanine loans having a weighted-average fixed interest rate of 6.25% per annum, all of which mature in March 2010.

•

On August 19, 2008, the Company’s Operating Partnership completed an offering of $747.5 million in aggregate principal amount (including $97.5 million as a result of the exercise by the initial purchasers of their over-allotment option) of its 3.625% exchangeable senior notes due 2014. The notes were priced at 99.0% of their face amount, resulting in aggregate net proceeds to the Company, after deducting the initial purchasers’ discounts and offering expenses, of approximately $731.6 million, resulting in an effective interest rate of approximately 4.057% per annum. The notes mature on February 15, 2014, unless earlier repurchased, exchanged or redeemed. The notes may be exchanged prior to the close of business on the scheduled trading day immediately preceding January 1, 2014 into cash and, at the Operating Partnership’s option, shares of the Company’s common stock at an initial exchange rate of 8.5051 shares per $1,000 principal amount of notes (or an initial exchange price of approximately $117.58 per share of the Company’s common stock). The notes were issued in an offering exempt from registration under the Securities Act of 1933. In addition, in connection with the offering, the Company entered into capped call transactions with affiliates of certain of the initial purchasers, which are intended to reduce the potential dilution upon future exchange of the Notes. The capped call transactions are expected to have the effect of increasing the effective exchange price to the Company of the Notes from $117.58 to approximately $137.17 per share, representing an overall effective premium of approximately 40% over the closing price of $97.98 per share of the Company’s common stock on August 13, 2008. The net cost of the capped call transactions was approximately $44.4 million.

•

On September 10, 2008, the Company used available cash to repay the mortgage loan collateralized by its One and Two Embarcadero Center properties located in San Francisco, California totaling approximately $274.8 million. There was no prepayment penalty associated with the repayment. The mortgage loan bore interest at a fixed rate of 6.74% per annum and was scheduled to mature on December 10, 2008.

•

On September 26, 2008, the Company acquired from National Public Radio (“NPR”) its headquarters building at 635 Massachusetts Avenue (the “NPR Building”) comprised of approximately 211,000 net rentable square feet located in Washington, DC for a purchase price of approximately $119.5 million in cash. In addition, the Company and NPR have entered into a development management agreement whereby the Company will act as development manager for NPR’s new headquarters building on NPR-owned land at 1111 North Capitol Street in Washington, DC. NPR and the Company have entered into a lease for the NPR Building for a five-year term at the conclusion of which NPR will occupy its new headquarters. Following the expiration of the lease with NPR, the Company expects to redevelop the NPR Building site into a Class A office property comprised of approximately 450,000 net rentable square feet.

•

During the quarter ended September 30, 2008, the Company recognized reserves for the full amount of the accrued straight-line rent balances associated with the Company’s leases in New York City with Lehman Brothers Inc. and the law firm of Heller Ehrman LLP, totaling approximately $13.2 million and $7.8 million, respectively.

EPS and FFO per Share Guidance:

The Company’s guidance for the fourth quarter 2008 and full year 2009 for EPS (diluted) and FFO per share (diluted) is set forth and reconciled below.


	Fourth Quarter 2008					Full Year 2009
	Low		-	High		Low		-	High
Projected EPS (diluted)	$	0.60	-	$	0.64	$	1.72	-	$	1.97
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.75	-		0.75		3.00	-		3.00
Less:
Projected Company Share of Gains on Sales of Real Estate		0.01	-		0.01		0.07	-		0.07
Projected FFO per Share (diluted)	$	1.34	-	$	1.38	$	4.65	-	$	4.90

Except as described below, the foregoing estimates reflect management’s view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels and the earnings impact of the events referenced in this release and previously disclosed. The guidance for the fourth quarter 2008 does not include the additional non-cash interest expense resulting from the change in accounting for convertible debt instruments that is more fully described in the next paragraph, but the guidance for the full year 2009 does include the impact of such accounting rule change. In addition, the estimates do not include possible future gains or losses or the impact on operating results from other 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.

On May 9, 2008, the Financial Accounting Standards Board (the “FASB”) issued FASB Staff Position No. APB 14-1 “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP No. APB 14-1”) that requires the liability and equity components of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) to be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate. FSP No. APB 14-1 requires that the initial proceeds from the sale of Boston Properties Limited Partnership’s $862.5 million of 2.875% exchangeable senior notes due 2037, $450.0 million of 3.75% exchangeable senior notes due 2036 and $747.5 million of 3.625% exchangeable senior notes due 2014 be allocated

between a liability component and an equity component in a manner that reflects interest expense at the interest rate of similar nonconvertible debt. The resulting debt discount will be amortized over the period during which the debt is expected to be outstanding (i.e., through the first optional redemption dates) as additional non-cash interest expense. Based on the Company’s understanding of the application of FSP No. APB 14-1, this will result in an aggregate of approximately $0.15 - $0.16 per share (net of incremental capitalized interest) of additional non-cash interest expense for fiscal 2008 and approximately $0.21 - $0.22 per share for fiscal 2009. Excluding the impact of capitalized interest, the additional non-cash interest expense will be approximately $0.19 - $0.20 per share for fiscal 2008 and approximately $0.27 - $0.28 per share for fiscal 2009. The additional non-cash interest expense (before netting) will increase in subsequent reporting periods through the first optional redemption dates as the debt accretes to its par value over the same period. FSP No. APB 14-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is not permitted. Upon adoption, FSP No. APB 14-1 requires companies to retrospectively apply the requirements of the pronouncement to all periods presented. The guidance for fiscal 2008 set forth in the table above does not include the impact of FSP No. APB 14-1 as the Company is not permitted to early adopt the pronouncement. However, commencing in 2009, the Company will present prior period comparative results reflecting the impact of FSP No. APB 14-1.

Boston Properties will host a conference call on Wednesday, October 29, 2008 at 10:00 AM Eastern Time, open to the general public, to discuss the third quarter 2008 results, the fourth quarter 2008 and fiscal 2009 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) 262-2075 (International); no passcode required. A replay of the conference call will be available through November 5, 2008, by dialing (800) 405-2236 (Domestic) or (303) 590-3000 (International) and entering the passcode 11120266. 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. Shortly after the call a replay of the webcast will be available in the Investor Relations section of the Company’s website and archived for up to twelve months following the call.

Additionally, a copy of Boston Properties’ third quarter 2008 “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.

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 one hotel. 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, the effectiveness of our interest rate hedging program, the ability of our joint venture

partners to satisfy their obligations, the effects of local economic and market conditions, the effects of acquisitions and dispositions (including 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, including its guidance for the fourth quarter 2008 and full fiscal year 2009, whether as a result of new information, future events or otherwise.

Financial tables follow.

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


	Three months ended September 30,						Nine months ended September 30,
	2008			2007			2008			2007
	(in thousands, except for per share amounts)
	(unaudited)
Revenue
Rental:
Base rent	$	266,205		$	268,277		$	828,671		$	807,221
Recoveries from tenants		55,968			44,934			154,700			138,003
Parking and other		16,624			16,328			50,442			48,137

Total rental revenue		338,797			329,539			1,033,813			993,361
Hotel revenue		8,482			8,646			24,714			24,690
Development and management services		9,557			5,318			21,494			15,175
Interest and other		212			25,081			16,106			68,274

Total revenue		357,048			368,584			1,096,127			1,101,500

Expenses
Operating:
Rental		127,715			113,506			364,551			339,375
Hotel		6,318			6,275			18,664			18,706
General and administrative		18,758			20,189			55,813			53,288
Interest		68,308			69,929			200,711			217,598
Depreciation and amortization		75,321			70,916			224,381			214,609
Net derivative losses		6,318			—			9,849			—
Losses from early extinguishments of debt		—			2,695			—			3,417

Total expenses		302,738			283,510			873,969			846,993

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		54,310			85,074			222,158			254,507
Minority interests in property partnerships		(525	)		—			(1,570	)		—
Income from unconsolidated joint ventures		2,644			1,390			5,541			19,623

Income before minority interest in Operating Partnership, gains on sales of real estate and discontinued operations		56,429			86,464			226,129			274,130
Minority interest in Operating Partnership		(9,420	)		(13,946	)		(36,486	)		(41,754	)

Income before gains on sales of real estate and discontinued operations		47,009			72,518			189,643			232,376
Gains on sales of real estate, net of minority interest		1,497			168,495			26,823			788,855

Income before discontinued operations		48,506			241,013			216,466			1,021,231
Discontinued operations:
Income from discontinued operations, net of minority interest		—			1,357			—			5,342
Gains on sales of real estate from discontinued operations, net of minority interest		—			—			—			173,899

Net income available to common shareholders	$	48,506		$	242,370		$	216,466		$	1,200,472

Basic earnings per common share:
Income available to common shareholders before discontinued operations	$	0.40		$	2.01		$	1.81		$	8.50
Discontinued operations, net of minority interest		—			0.01			—			1.51

Net income available to common shareholders	$	0.40		$	2.02		$	1.81		$	10.01

Weighted average number of common shares outstanding		119,832			119,010			119,708			118,715

Diluted earnings per common share:
Income available to common shareholders before discontinued operations	$	0.40		$	1.98		$	1.79		$	8.36
Discontinued operations, net of minority interest		—			0.01			—			1.48

Net income available to common shareholders	$	0.40		$	1.99		$	1.79		$	9.84

Weighted average number of common and common equivalent shares outstanding		121,369			120,655			121,236			120,760

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS


	September 30, 2008			December 31, 2007
	(in thousands, except for share amounts)
	(unaudited)
ASSETS
Real estate	$	9,434,884		$	9,077,528
Real estate held for sale, net		—			221,606
Construction in progress		813,404			700,762
Land held for future development		253,891			249,999
Less: accumulated depreciation		(1,710,875	)		(1,531,707	)

Total real estate		8,791,304			8,718,188
Cash and cash equivalents		55,597			1,506,921
Cash held in escrows		34,311			186,839
Marketable securities		16,160			22,584
Tenant and other receivables, net of allowance for doubtful accounts of $3,821 and $1,901, respectively		57,554			58,074
Note receivable		270,000			—
Accrued rental income, net of allowance of $22,613 and $829, respectively		316,411			300,594
Deferred charges, net		314,562			287,199
Prepaid expenses and other assets		44,039			30,566
Investments in unconsolidated joint ventures		973,396			81,672

Total assets	$	10,873,334		$	11,192,637

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Mortgage notes payable	$	2,282,699		$	2,726,127
Unsecured senior notes, net of discount		1,472,258			1,471,913
Unsecured exchangeable senior notes, net of discount		2,037,506			1,294,126
Unsecured line of credit		319,000			—
Accounts payable and accrued expenses		164,986			145,692
Dividends and distributions payable		96,491			944,870
Accrued interest payable		48,705			54,487
Other liabilities		167,646			232,705

Total liabilities		6,589,291			6,869,920

Commitments and contingencies		—			—

Minority interests		639,171			653,892

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, 119,930,768 and 119,581,385 shares issued and 119,851,868 and 119,502,485 shares outstanding in 2008 and 2007, respectively		1,199			1,195
Additional paid-in capital		3,317,358			3,305,219
Earnings in excess of dividends		366,482			394,324
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(37,445	)		(29,191	)

Total stockholders’ equity		3,644,872			3,668,825

Total liabilities and stockholders’ equity	$	10,873,334		$	11,192,637

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)


	Three months ended September 30,						Nine months ended September 30,
	2008			2007			2008			2007
	(in thousands, except for per share amounts)
	(unaudited)
Net income available to common shareholders	$	48,506		$	242,370		$	216,466		$	1,200,472

Add:
Minority interest in Operating Partnership		9,420			13,946			36,486			41,754
Minority interests in property partnerships		525			—			1,570			—
Less:
Income from unconsolidated joint ventures		2,644			1,390			5,541			19,623
Gains on sales of real estate, net of minority interest		1,497			168,495			26,823			788,855
Income from discontinued operations, net of minority interest		—			1,357			—			5,342
Gains on sales of real estate from discontinued operations, net of minority interest		—			—			—			173,899

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		54,310			85,074			222,158			254,507

Add:
Real estate depreciation and amortization (2)		106,475			73,195			266,932			222,329
Income from discontinued operations		—			1,589			—			6,264
Income from unconsolidated joint ventures (3)		2,644			1,390			5,541			4,170
Less:
Minority interests in property partnerships' share of funds from operations		1,013			—			3,052			—
Preferred distributions (4)		931			1,054			2,785			3,340

Funds from operations (FFO)		161,485			160,194			488,794			483,930

Add:
Losses from early extinguishments of debt associated with the sales of real estate		—			2,675			—			2,675

Funds from operations after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate		161,485			162,869			488,794			486,605

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		23,540			23,815			71,180			71,609

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	$	137,945		$	139,054		$	417,614		$	414,996

Our percentage share of funds from operations—basic		85.42	%		85.38	%		85.44	%		85.28	%

Weighted average shares outstanding—basic		119,832			119,010			119,708			118,715

FFO per share basic after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate	$	1.15		$	1.17		$	3.49		$	3.50

FFO per share basic	$	1.15		$	1.15		$	3.49		$	3.48

Weighted average shares outstanding—diluted		122,830			122,298			122,697			122,506

FFO per share diluted after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate	$	1.13		$	1.15		$	3.44		$	3.43

FFO per share diluted	$	1.13		$	1.13		$	3.44		$	3.41

(1)

(2)

Real estate depreciation and amortization consists of depreciation and amortization from the Consolidated Statements of Operations of $75,321, $70,916, $224,381 and $214,609, our share of unconsolidated joint venture real estate depreciation and amortization of $31,669, $1,989, $43,904 and $6,173 and depreciation and amortization from discontinued operations of $0, $700, $0 and $2,714, less corporate-related depreciation and amortization of $515, $410, $1,353 and $1,167 for the three months and nine months ended September 30, 2008 and 2007, respectively.

(3)	Excludes approximately $15.5 million related to our share of the gain on sale and related loss from early extinguishment of debt associated with the sale of Worldgate Plaza for the nine months ended September 30, 2007.

(4)

Excludes an adjustment of approximately $3.1 million for the nine months ended September 30, 2007 to the 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.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	September 30, 2008		December 31, 2007
Greater Boston	92.4	%	93.3	%
Greater Washington, D.C.	98.4	%	99.1	%
Midtown Manhattan	98.9	%	99.5	%
Princeton/East Brunswick, NJ	83.9	%	83.3	%
Greater San Francisco	92.3	%	91.1	%

Total Portfolio	95.0	%	94.9	%


	% Leased by Type
	September 30, 2008		December 31, 2007
Class A Office Portfolio	95.7	%	95.4	%
Office/Technical Portfolio	81.9	%	86.1	%

Total Portfolio	95.0	%	94.9	%