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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): January 28, 2009

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 January 28, 2009, the Company issued a press release announcing its financial results for the fourth 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 December 31, 2008.

*99.2		Press release dated January 28, 2009.

*	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: January 29, 2009	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 December 31, 2008.

*99.2		Press release dated January 28, 2009.

*	Filed herewith.

Boston Properties, Inc. Supplemental Operating and Financial Data

Exhibit 99.1

Boston Properties, Inc.

Fourth 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 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 ability of our joint venture partners to satisfy their obligations, the costs and availability of financing, the effectiveness of our hedging programs, the effects of local economic and market conditions, the effects of acquisitions, dispositions 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.

Fourth 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 ten 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 December 31, 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)		147
Total Square Feet (includes unconsolidated joint ventures)		49.8 million
Common Shares and Units Outstanding (as converted, but excluding outperformance plan units)		143.5 million
Dividend - Quarter/Annualized		$0.68/$2.72
Dividend Yield		4.95%
Total Combined Market Capitalization		$15.7 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB (Fitch); A- (S&P)

Boston Properties, Inc.

Fourth Quarter 2008

INVESTOR INFORMATION


Board of Directors		Management
Mortimer B. Zuckerman	Fredrick Iseman	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 E. LaBelle	Frank D. Burt
Director, Chair of Nominating & Corporate Governance Committee	Director	Senior Vice President, Chief Financial Officer	Senior Vice President, General Counsel

Carol B. Einiger	David A. Twardock	Peter D. Johnston	Michael Walsh
Director	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
	BXP Stock Exchange Listing New York Stock Exchange		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):


	Q4 2008			Q3 2008			Q2 2008			Q1 2008			Q4 2007
High Closing Price	$	89.30		$	104.35		$	105.04		$	98.39		$	113.60
Low Closing Price	$	43.28		$	87.00		$	90.07		$	82.10		$	88.71
Average Closing Price	$	60.92		$	96.41		$	97.79		$	89.38		$	100.95
Closing Price, at the end of the quarter	$	55.00		$	93.66		$	90.22		$	92.07		$	91.81
Dividends per share - annualized (1)	$	2.72		$	2.72		$	2.72		$	2.72		$	2.72
Closing dividend yield - annualized (1)		4.95	%		2.90	%		3.01	%		2.95	%		2.96	%
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding outperformance plan units) (thousands) (2)		143,497			142,455			142,447			142,182			141,910
Closing market value of outstanding shares and units (thousands)	$	7,892,335		$	13,342,335		$	12,851,568		$	13,090,697		$	13,028,757

(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 2009 will be announced according to the following schedule:


First Quarter	Late April 2009	Third Quarter	Late October 2009
Second Quarter	Late July 2009	Fourth Quarter	Late January 2010

Boston Properties, Inc.

Fourth Quarter 2008

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage
Bridget Adams Argus Research Company 646.747.5448	Anthony Paolone / Michael Mueller J.P. Morgan Securities 212.622.6682 / 212.622.6689	Thomas Cook Citigroup Global Markets 212.723.1112	Rating Agencies: Janice Svec Fitch Ratings 212.908.0304

Steve Sakwa / Ian Weissman	Shelia McGrath / Bill Carrier	Matthew Lynch
Bank of America-Merrill Lynch	Keefe, Bruyette & Woods	Credit Suisse Securities
212.449.0335 / 212.449.6255	212.887.7793 / 212.887.3810	212.325.6456	Karen Nickerson
			Moody’s Investors Service 212.553.4924
Ross Smotrich / Jeff Langbaum	Jordan Sadler / Craig Mailman	Mark Streeter	Moody’s Investors Service 212.553.4924
Barclays Capital	KeyBanc Capital Markets	J.P. Morgan Securities
212.526.2306 / 212.526.0971	917.368.2280 / 917.368.2316	212.834.5086	James Fielding
			Standard & Poor’s 212.438.2452
Michael Bilerman / Irwin Guzman	Nick Pirsos	Thierry Perrein / Jason Jones	Standard & Poor’s 212.438.2452
Citigroup Global Markets	Macquarie Research Equities	Wachovia
212.816.1383 / 212.816.1685	212.231.2457	704.715.8455 / 704.715.7932

Steve Benyik	Mark Biffert / Marisha Clinton
Credit Suisse	Oppenheimer & Company
212.538.0239	212.667.7062 / 212.667.7416

Lou Taylor / Vin Chao	David Rogers / Mike Carroll
Deutsche Bank Securities	RBC Capital Markets
203.863.2381 / 212.250.8811	440.715.2647 / 440.715.2649

Wilkes Graham	John Guinee / Erin Aslakson
Friedman, Billings, Ramsey	Stifel, Nicolaus & Company
703.312.9737	443.224.1307 / 443.224.1350

Jay Habermann / Sloan Bohlen	James Feldman / Jonathon Petersen
Goldman Sachs & Company	UBS Investment Research
917.343.4260 / 212.902.2796	212.713.4932 / 212.713.4057

Michael Knott / Lukas Hartwich
Green Street Advisors
949.640.8780 / 949.640.8780

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

Boston Properties, Inc.

Fourth 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
	31-Dec-08			30-Sep-08			30-Jun-08			31-Mar-08			31-Dec-07
Income Items:
Revenue	$	390,300		$	357,988		$	368,680		$	371,432		$	381,399
Straight-line rent (SFAS 13) (1) (2)	$	15,989		$	(7,216	)	$	11,220		$	13,073		$	9,256
Fair value lease revenue (SFAS 141) (2) (3)	$	27,696		$	25,730		$	7,105		$	1,372		$	1,341
Company share of funds from operations from unconsolidated joint ventures	$	(151,160	)	$	34,312		$	10,827		$	4,305		$	2,879
Lease termination fees (included in revenue) (2)	$	8,149		$	1,438		$	1,509		$	4,005		$	2,881
Capitalized interest	$	11,397		$	11,265		$	9,736		$	9,485		$	10,419
Capitalized wages	$	2,988		$	3,036		$	3,012		$	3,211		$	3,271
Operating Margins [(rental revenue - rental expense)/rental revenue] (4)		68.3	%		64.3	%		67.7	%		67.8	%		67.5	%
Impairment losses on investments in unconsolidated joint ventures (5)	$	188,325		$	—		$	—		$	—		$	—
Net income (loss) available to common shareholders	$	(91,552	)	$	48,506		$	79,534		$	88,461		$	123,790
Funds from operations (FFO) available to common shareholders	$	5,870		$	137,945		$	145,001		$	134,723		$	147,534
FFO per share - diluted	$	0.05		$	1.13		$	1.19		$	1.11		$	1.22
Net income (loss) available to common shareholders per share - basic	$	(0.76	)	$	0.40		$	0.66		$	0.74		$	1.04
Net income (loss) available to common shareholders per share - diluted	$	(0.76	)	$	0.40		$	0.66		$	0.73		$	1.02
Dividends per common share (6)	$	0.68		$	0.68		$	0.68		$	0.68		$	6.66
Funds available for distribution to common shareholders and common unitholders (FAD) (7)	$	134,314		$	131,835		$	141,106		$	119,831		$	119,993

Ratios:
Interest Coverage Ratio (excluding capitalized interest) - cash basis (8)		3.44			3.40			3.53			3.33			3.50
Interest Coverage Ratio (including capitalized interest) - cash basis (8)		2.95			2.91			3.06			2.91			3.03
FFO Payout Ratio (9)		1360.00	%		60.18	%		57.14	%		61.26	%		55.74	%
FAD Payout Ratio (10)		71.97	%		72.86	%		67.92	%		79.92	%		79.59	%

	31-Dec-08			30-Sep-08			30-Jun-08			31-Mar-08			31-Dec-07
Capitalization:
Common Stock Price @ Quarter End	$	55.00		$	93.66		$	90.22		$	92.07		$	91.81
Equity Value @ Quarter End	$	7,892,335		$	13,342,335		$	12,851,568		$	13,090,697		$	13,028,757
Total Consolidated Debt	$	6,271,916		$	6,111,463		$	5,503,889		$	5,527,832		$	5,492,166
Total Consolidated Market Capitalization	$	14,164,251		$	19,453,798		$	18,355,457		$	18,618,529		$	18,520,923
Consolidated Debt/Total Consolidated Market Capitalization (11)		44.28	%		31.42	%		29.99	%		29.69	%		29.65	%
BXP’s Share of Joint Venture Debt	$	1,554,508		$	1,552,801		$	1,200,731		$	236,648		$	202,471
Total Combined Debt	$	7,826,424		$	7,664,264		$	6,704,620		$	5,764,480		$	5,694,637
Total Combined Market Capitalization (12)	$	15,718,759		$	21,006,599		$	19,556,189		$	18,855,177		$	18,723,394
Combined Debt/Total Combined Market Capitalization (12) (13)		49.79	%		36.49	%		34.28	%		30.57	%		30.41	%

(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 $9,854, $10,571, $9,860, $9,180 and $8,403 for the three months ended December 31, 2008, September 30, 2008, June 30, 2008, March 31, 2008 and December 31, 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. During the quarter ended December 31, 2008, the Company entered into an agreement to terminate its lease with Heller Ehrman LLP.

(5)

Represents the non-cash impairment losses on the Company’s investments in the unconsolidated joint ventures that own 540 Madison Avenue, Two Grand Central Tower, 125 West 55th Street, the Company’s Value-Added Fund and its Eighth Avenue and 46th Street project in accordance with APB No. 18, “The Equity Method of Accounting for Investments in Common Stock.” For additional detail, see page 18.

(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, see page 11.

(8)	For additional detail, see page 11.

(9)	Dividends per common share divided by FFO per share - 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.

Fourth Quarter 2008

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	31-Dec-08			30-Sep-08			30-Jun-08			31-Mar-08			31-Dec-07
ASSETS
Real estate	$	9,560,049		$	9,434,884		$	9,277,500		$	9,231,874		$	9,077,528
Development in progress		829,995			813,404			735,372			619,165			700,762
Land held for future development		228,300			253,891			253,313			266,555			249,999
Real estate held for sale		—			—			—			—			221,606	(1)
Less accumulated depreciation		(1,768,785	)		(1,710,875	)		(1,647,145	)		(1,589,686	)		(1,531,707	)

Total real estate		8,849,559			8,791,304			8,619,040			8,527,908			8,718,188
Cash and cash equivalents		241,510			55,597			112,110			794,643			1,506,921
Cash held in escrows		21,970			34,311			59,644			57,640			186,839
Marketable securities		11,590			16,160			20,372			23,404			22,584
Tenant and other receivables, net		68,743			57,554			42,116			34,580			58,074
Note receivable		270,000	(2)		270,000	(2)		270,000	(2)		100,000	(3)		—
Accrued rental income, net		316,711			316,411			326,149			313,011			300,594
Deferred charges, net		326,401			314,562			305,287			294,002			287,199
Prepaid expenses and other assets		22,401			44,039			26,511			51,357			30,566
Investments in unconsolidated joint ventures		782,760	(4)		973,396			606,696			152,942			81,672

Total assets	$	10,911,645		$	10,873,334		$	10,387,925		$	10,349,487		$	11,192,637


LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Mortgage notes payable	$	2,660,642		$	2,282,699		$	2,535,496		$	2,760,620		$	2,726,127
Unsecured senior notes, net of discount		1,472,375			1,472,258			1,472,141			1,472,027			1,471,913
Unsecured exchangeable senior notes, net of discount		2,038,899			2,037,506			1,296,252			1,295,185			1,294,126
Unsecured line of credit		100,000			319,000			200,000			—			—
Accounts payable and accrued expenses		171,791			164,986			183,192			128,769			145,692
Dividends and distributions payable		97,162			96,491			96,451			105,150			944,870
Accrued interest payable		67,132			48,705			55,979			47,355			54,487
Other liabilities (5)		173,750			167,646			187,104			221,432			232,705

Total liabilities		6,781,751			6,589,291			6,026,615			6,030,538			6,869,920

Commitments and contingencies		—			—			—			—			—

Minority interests		598,627			639,171			663,313			654,512			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, 121,180,655, 119,851,868, 119,756,240, 119,669,070 and 119,502,485 outstanding, respectively		1,212			1,199			1,198			1,197			1,195
Additional paid-in capital		3,369,850			3,317,358			3,341,887			3,317,643			3,305,219
Earnings in excess of dividends		192,843			366,482			399,502			401,410			394,324
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(29,916	)		(37,445	)		(41,868	)		(53,091	)		(29,191	)

Total stockholders’ equity		3,531,267			3,644,872			3,697,997			3,664,437			3,668,825

Total liabilities and stockholders’ equity	$	10,911,645		$	10,873,334		$	10,387,925		$	10,349,487		$	11,192,637

(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)	Reflects a reduction in the carrying values of certain of the investments as a result of non-cash impairment losses aggregating approximately $188.3 million in accordance with APB No. 18 “The Equity Method of Accounting for Investments in Common Stock.” For additional detail, see page 18.

(5)

At December 31, 2008, September 30, 2008, June 30, 2008, March 31, 2008 and December 31, 2007, Other Liabilities included approximately $0.9 million, $1.3 million, $1.8 million, $2.3 million and $26.1 million and approximately $0.0 million, $1.6 million, $3.1 million, $4.6 million and $6.1 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, $25.0 million, $24.8 million and $24.4 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 $0.0 million, $0.01 million, $8.2 million, $53.2 million and $25.7 million, respectively.

Boston Properties, Inc.

Fourth Quarter 2008

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	31-Dec-08			30-Sep-08			30-Jun-08			31-Mar-08			31-Dec-07
Revenue:
Rental
Base Rent (1)	$	300,544		$	266,205		$	281,072		$	281,394		$	277,088
Recoveries from tenants		50,032			55,968			49,848			48,884			46,926
Parking and other		17,663			16,624			17,317			16,501			16,845

Total rental revenue		368,239			338,797			348,237			346,779			340,859
Hotel revenue		12,158			8,482			9,708			6,524			13,121
Development and management services		9,024			9,557			6,460			5,477			5,378
Interest and other (2)		879			1,152			4,275			12,652			22,041

Total revenue		390,300			357,988			368,680			371,432			381,399

Expenses:
Operating		71,890			77,324			71,227			70,369			68,610
Real estate taxes		51,589			50,391			47,876			47,364			47,855
Hotel operating		8,846			6,318			6,449			5,897			9,059
General and administrative (2) (3)		16,552			18,758			17,467			19,588			16,594
Interest (4)		71,261			68,308			64,564			67,839			68,289
Depreciation and amortization		79,766			75,321			74,389			74,671			71,421
Net derivative losses		7,172			6,318			(257	)		3,788			—
Losses from investments in securities (2)		2,631			940			160			873			609

Total expenses		309,707			303,678			281,875			290,389			282,437

Income before income (loss) from unconsolidated joint ventures		80,593			54,310			86,805			81,043			98,962
Minority interests in property partnerships		(427	)		(525	)		(420	)		(625	)		(84	)
Income (loss) from unconsolidated joint ventures (5)		(187,559	)		2,644			1,855			1,042			805

Income (loss) before minority interest in Operating Partnership		(107,393	)		56,429			88,240			81,460			99,683
Minority interest in Operating Partnership (6)		14,174			(9,420	)		(14,009	)		(13,024	)		(23,181	)

Income (loss) before gains on sales of real estate		(93,219	)		47,009			74,231			68,436			76,502
Gains on sales of real estate, net of minority interest		1,667			1,497			5,303			20,025			—

Income (loss) before discontinued operations		(91,552	)		48,506			79,534			88,461			76,502
Income from discontinued operations, net of minority interest		—			—			—			—			862
Gains on sales of real estate from discontinued operations, net of minority interest		—			—			—			—			46,426

Net income (loss) available to common shareholders	$	(91,552	)	$	48,506		$	79,534		$	88,461		$	123,790


INCOME (LOSS) PER SHARE OF COMMON STOCK (EPS)
Net income (loss) available to common shareholders per share - basic	$	(0.76	)	$	0.40		$	0.66		$	0.74		$	1.04


Net income (loss) available to common shareholders per share - diluted	$	(0.76	)	$	0.40		$	0.66		$	0.73		$	1.02

(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)

Losses from investments in securities includes $1,660, $795, $160, $597 and $294, and general and administrative expenses includes $(1,603), $(770), $(138), $(657) and $(245) for the three months ended December 31, 2008, September 30, 2008, June 30, 2008, March 31, 2008 and December 31, 2007, respectively, related to the Company's deferred compensation plan. Prior period quarterly amounts have been reclassified from interest and other revenue to losses from investments in securities to conform to the current period presentation.

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

(4)	Interest expense is reported net of capitalized interest of $11,397, $11,265, $9,736, $9,485 and $10,419 for the three months ended December 31, 2008, September 30, 2008, June 30, 2008, March 31, 2008 and December 31, 2007, respectively.

(5)	Includes non-cash impairment losses aggregating approximately $188.3 million for the three months ended December 31, 2008 in accordance with APB No. 18 “The Equity Method of Accounting for Investments in Common Stock.” For additional detail, see page 18.

(6)

Equals minority interest share of 14.33%, 14.58%, 14.51%, 14.56% and 14.58% of income before minority interest in Operating Partnership after deduction for preferred distributions for the three months ended December 31, 2008, September 30, 2008, June 30, 2008, March 31, 2008 and December 31, 2007, respectively.

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

Boston Properties, Inc.

Fourth Quarter 2008

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	31-Dec-08			30-Sep-08		30-Jun-08		31-Mar-08		31-Dec-07
Net income (loss) available to common shareholders	$	(91,552	)	$	48,506	$	79,534	$	88,461	$	123,790
Add:
Minority interest in Operating Partnership		(14,174	)		9,420		14,009		13,024		23,181
Minority interests in property partnerships		427			525		420		625		84
Less:
Income (loss) from unconsolidated joint ventures		(187,559	)		2,644		1,855		1,042		805
Gains on sales of real estate, net of minority interest		1,667			1,497		5,303		20,025		—
Income from discontinued operations, net of minority interest		—			—		—		—		862
Gains on sales of real estate from discontinued operations, net of minority interest		—			—		—		—		46,426

Income before minority interests and income (loss) from unconsolidated joint ventures		80,593			54,310		86,805		81,043		98,962
Add:
Real estate depreciation and amortization (1)		115,668			106,475		82,838		77,619		73,306
Income from discontinued operations		—			—		—		—		1,009
Income (loss) from unconsolidated joint ventures (2)		(187,559	)		2,644		1,855		1,042		805
Less:
Minority property partnerships’ share of funds from operations		897			1,013		928		1,111		437
Preferred distributions (3)		953			931		949		905		926

Funds from operations (FFO)		6,852			161,485		169,621		157,688		172,719
Less:
Minority interest in Operating Partnership’s share of funds from operations		982			23,540		24,620		22,965		25,185

FFO available to common shareholders (4)	$	5,870		$	137,945	$	145,001	$	134,723	$	147,534

FFO per share - basic	$	0.05		$	1.15	$	1.21	$	1.13	$	1.24

Weighted average shares outstanding - basic		120,788			119,832		119,753		119,536		119,249

FFO per share - diluted	$	0.05		$	1.13	$	1.19	$	1.11	$	1.22

Weighted average shares outstanding - diluted		121,478			122,830		122,776		122,483		122,338

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $79,766, $75,321, $74,389, $74,671 and $71,421, our share of unconsolidated joint venture real estate depreciation and amortization of $36,399, $31,669, $8,972, $3,263 and $2,074 and depreciation and amortization from discontinued operations of $0, $0, $0, $0 and $234 less corporate related depreciation of $497, $515, $523, $315 and $423, for the three months ended December 31, 2008, September 30, 2008, June 30, 2008, March 31, 2008 and December 31, 2007, respectively.

(2)	Includes non-cash impairment losses aggregating approximately $188.3 million, or $1.33 per share diluted, for the three months ended December 31, 2008 in accordance with APB No. 18 “The Equity Method of Accounting for Investments in Common Stock.” For additional detail, see page 18.

(3)	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.

(4)	Based on weighted average shares for the quarter. Company’s share for the quarter ended December 31, 2008, September 30, 2008, June 30, 2008, March 31, 2008 and December 31, 2007 was 85.67%, 85.42%, 85.49%, 85.44% and 85.42%, respectively.

Boston Properties, Inc.

Fourth Quarter 2008

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	December 31, 2008			September 30, 2008			June 30, 2008			March 31, 2008			December 31, 2007
	Income (Numerator)		Shares/Units (Denominator)	Income (Numerator)		Shares/Units (Denominator)	Income (Numerator)		Shares/Units (Denominator)	Income (Numerator)		Shares/Units (Denominator)	Income (Numerator)			Shares/Units (Denominator)
Basic FFO	$	6,852	140,993	$	161,485	140,281	$	169,621	140,086	$	157,688	139,911	$	172,719		139,605
Effect of Dilutive Securities
Convertible Preferred Units		—	—		931	1,461		949	1,461		905	1,461		926	(1)	1,460
Stock Options and Exchangeable Notes		—	690		—	1,537		—	1,562		—	1,486		—		1,629

Diluted FFO	$	6,852	141,683	$	162,416	143,279	$	170,570	143,109	$	158,593	142,858	$	173,645		142,694

Less:
Minority interest in Operating Partnership’s share of diluted funds from operations		982	20,205		23,180	20,449		24,235	20,333		22,620	20,375		24,772		20,356

Company’s share of diluted FFO (2)	$	5,870	121,478	$	139,236	122,830	$	146,335	122,776	$	135,973	122,483	$	148,873		122,338

FFO per share - basic	$	0.05		$	1.15		$	1.21		$	1.13		$	1.24

FFO per share - diluted	$	0.05		$	1.13		$	1.19		$	1.11		$	1.22

(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 December 31, 2008, September 30, 2008, June 30, 2008, March 31, 2008 and December 31, 2007 was 85.74%, 85.73%, 85.79%, 85.74% and 85.73%, respectively.

Boston Properties, Inc.

Fourth Quarter 2008

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	31-Dec-08			30-Sep-08			30-Jun-08			31-Mar-08			31-Dec-07
Basic FFO (see page 9)	$	6,852		$	161,485		$	169,621		$	157,688		$	172,719
2nd generation tenant improvements and leasing commissions		(19,445	)		(18,278	)		(10,281	)		(26,600	)		(28,553	)
Straight-line rent (1) (2)		(15,989	)		7,216			(11,220	)		(13,073	)		(9,256	)
Recurring capital expenditures		(12,158	)		(8,252	)		(5,075	)		(4,296	)		(16,217	)
Fair value interest adjustment (1)		1,084			375			(627	)		(809	)		(789	)
Fair value lease revenue (SFAS 141) (1)		(27,696	)		(25,730	)		(7,105	)		(1,372	)		(1,341	)
Hotel improvements, equipment upgrades and replacements		(589	)		(446	)		(289	)		(993	)		(67	)
Non real estate depreciation		497			515			523			315			423
Stock-based compensation		5,572			6,471			5,631			5,183			3,040
Net derivative losses		7,172			6,318			(257	)		3,788			—
Impairment losses on investments in unconsolidated joint ventures (3)		188,325			—			—			—			—
Partners’ share of joint venture 2nd generation tenant improvement and leasing commissions		689			2,161			185			—			34

Funds available for distribution to common shareholder and common unitholders (FAD)	$	134,314		$	131,835		$	141,106		$	119,831		$	119,993

Interest Coverage Ratios

(in thousands, except for ratio amounts)


	Three Months Ended
	31-Dec-08			30-Sep-08			30-Jun-08			31-Mar-08			31-Dec-07
*Excluding Capitalized Interest*

Income before minority interests and income (loss) from unconsolidated joint ventures	$	80,593		$	54,310		$	86,805		$	81,043		$	98,962
Interest expense		71,261			68,308			64,564			67,839			68,289
Net derivative losses		7,172			6,318			(257	)		3,788			—
Depreciation and amortization expense		79,766			75,321			74,389			74,671			71,421
Depreciation from joint ventures		36,399			31,669			8,972			3,263			2,074
Income (loss) from unconsolidated joint ventures		(187,559	)		2,644			1,855			1,042			805
Impairment losses on investments in unconsolidated joint ventures (3)		188,325			—			—			—			—
Stock-based compensation		5,572			6,471			5,631			5,183			3,040
Discontinued operations - depreciation expense		—			—			—			—			234
Discontinued operations		—			—			—			—			1,009
Straight-line rent (1) (2)		(15,989	)		7,216			(11,220	)		(13,073	)		(9,256	)
Fair value lease revenue (SFAS 141) (1)		(27,696	)		(25,730	)		(7,105	)		(1,372	)		(1,341	)

Subtotal		237,844			226,527			223,634			222,384			235,237

Interest expense (4)		69,118			66,561			63,364			66,833			67,294

Interest Coverage Ratio		3.44			3.40			3.53			3.33			3.50

*Including Capitalized Interest*

Income before minority interests and income (loss) from unconsolidated joint ventures	$	80,593		$	54,310		$	86,805		$	81,043		$	98,962
Interest expense		71,261			68,308			64,564			67,839			68,289
Net derivative losses		7,172			6,318			(257	)		3,788			—
Depreciation and amortization expense		79,766			75,321			74,389			74,671			71,421
Depreciation from joint ventures		36,399			31,669			8,972			3,263			2,074
Income (loss) from unconsolidated joint ventures		(187,559	)		2,644			1,855			1,042			805
Impairment losses on investments in unconsolidated joint ventures (3)		188,325			—			—			—			—
Stock-based compensation		5,572			6,471			5,631			5,183			3,040
Discontinued operations - depreciation expense		—			—			—			—			234
Discontinued operations		—			—			—			—			1,009
Straight-line rent (1) (2)		(15,989	)		7,216			(11,220	)		(13,073	)		(9,256	)
Fair value lease revenue (SFAS 141) (1)		(27,696	)		(25,730	)		(7,105	)		(1,372	)		(1,341	)

Subtotal		237,844			226,527			223,634			222,384			235,237

Divided by:
Interest expense (4) (5)		80,515			77,826			73,100			76,318			77,713

Interest Coverage Ratio		2.95			2.91			3.06			2.91			3.03

(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)	Represents non-cash impairment losses on certain of the Company’s investments in unconsolidated joint ventures in accordance with APB No. 18, “The Equity Method of Accounting for Investments in Common Stock.” For additional detail, see page 18.

(4)	Excludes amortization of financing costs of $2,143, $1,747, $1,200, $1,006 and $995 for the three months ended December 31, 2008, September 30, 2008, June 30, 2008, March 31, 2008 and December 31, 2007, respectively.

(5)	Includes capitalized interest of $11,397, $11,265, $9,736, $9,485 and $10,419 for the three months ended December 31, 2008, September 30, 2008, June 30, 2008, March 31, 2008 and December 31, 2007, respectively.

Boston Properties, Inc.

Fourth 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 December 31, 2008, September 30, 2008, June 30, 2008, March 31, 2008 and December 31, 2007, respectively.


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

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

Total Expenses		—		—		—		—		603

Income before minority interest in Operating Partnership		—		—		—		—		1,009

Minority interest in Operating Partnership		—		—		—		—		147

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

Properties:										Orbital Sciences Campus &

										Broad Run, Building E

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

Boston Properties, Inc.

Fourth Quarter 2008

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


	Aggregate Principal December 31, 2008
	Aggregate Principal December 31, 2008
Mortgage Notes Payable (net of fair value adjustment)	$	2,647,408
Unsecured Line of Credit		100,000
Unsecured Senior Notes, at face value		1,475,000
Unsecured Exchangeable Senior Notes, at face value		2,060,000

Total Debt		6,282,408
Fair Value Adjustment on Mortgage Notes Payable		(13,234	)
Discount on Unsecured Senior Notes		2,625
Discount on Unsecured Exchangeable Senior Notes		21,101

Total Consolidated Debt	$	6,271,916

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- (negative)			A- (negative)			A- (negative)			A- (negative)
Fitch		BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)
Maturity Date		6/1/2015			4/15/2015			1/15/2013			1/15/2013
Discount	$	1,021		$	184		$	215		$	1,205		$	2,625

Unsecured Senior Notes, net of discount	$	248,979		$	299,816		$	174,785		$	748,795		$	1,472,375

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	%		3.749	%
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	$	7,011		$	14,090		$	—		$	21,101

Unsecured Senior Exchangeable Notes	$	740,489		$	848,410		$	450,000		$	2,038,899

Equity

(in thousands)


	Shares/Units Outstanding as of 12/31/08	Common Stock Equivalents		Equivalent (4)
Common Stock	121,181	121,181	(5)	$	6,664,955
Common Operating Partnership Units	20,855	20,855	(6)		1,147,025
Series Two Preferred Operating Partnership Units	1,113	1,461			80,355

Total Equity		143,497		$	7,892,335

Total Consolidated Debt					6,271,916

Total Consolidated Market Capitalization				$	14,164,251

BXP’s share of Joint Venture Debt					1,554,508	(8)
Total Combined Debt (7)					7,826,424

Total Combined Market Capitalization (9)				$	15,718,759

(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 December 31, 2008 closing price of $55.00 per share of common stock.

(5)	Includes 31 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.

Fourth Quarter 2008

DEBT ANALYSIS (1)

Debt Maturities and Principal Payments

(in thousands)


	2009			2010			2011			2012			2013			Thereafter			Total
Floating Rate Debt
Mortgage Notes Payable	$	183,125		$	30,674		$	71,693		$	—		$	—		$	—		$	285,492
Unsecured Line of Credit		—			100,000			—			—			—			—			100,000

Total Floating Debt	$	183,125		$	130,674		$	71,693		$	—		$	—		$	—		$	385,492

Fixed Rate Debt
Mortgage Notes Payable (net of fair value adjustment)	$	91,534		$	130,815		$	549,115		$	105,059		$	100,436		$	1,384,957		$	2,361,916
Fair Value Adjustment		4,151			3,988			2,605			1,583			632			275			13,234

Mortgage Notes Payable		95,685			134,803			551,720			106,642			101,068			1,385,232			2,375,150

Unsecured Senior Notes, net of discount		—			—			—			—			923,580			548,795			1,472,375

Unsecured Exchangeable Senior Notes, net of discount (2)		—			—			—			848,410			450,000			740,489			2,038,899

Total Fixed Debt	$	95,685		$	134,803		$	551,720		$	955,052		$	1,474,648		$	2,674,516		$	5,886,424

Total Consolidated Debt	$	278,810		$	265,477		$	623,413		$	955,052		$	1,474,648		$	2,674,516		$	6,271,916

GAAP Weighted Average Floating Rate Debt		2.93	%		4.58	%		3.63	%		—			—			—			3.62	%
GAAP Weighted Average Fixed Rate Debt		6.38	%		7.83	%		7.02	%		3.71	%		5.55	%		5.33	%		5.36	%

Total GAAP Weighted Average Rate		4.11	%		6.23	%		6.63	%		3.71	%		5.55	%		5.33	%		5.25	%

Total Stated Weighted Average Rate		4.21	%		5.70	%		6.78	%		3.86	%		5.57	%		5.24	%		5.23	%

Unsecured Debt

Unsecured Line of Credit - Matures August 3, 2010 (3)

(in thousands)


Facility	Outstanding @ 12/31/2008		Letters of Credit		Remaining Capacity @ 12/31/2008
$ 1,000,000	$	100,000	$	15,590	$	884,410

Unsecured and Secured Debt Analysis


	% of Total Debt		Stated Weighted Average Rate		GAAP Weighted Average Rate		Weighted Average Maturity
Unsecured Debt	57.58	%	4.58	%	4.71	%	4.6	years
Secured Debt	42.42	%	6.11	%	5.98	%	5.7	years

Total Consolidated Debt	100.00	%	5.23	%	5.25	%	5.1	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	6.15	%	3.07	%	3.62	%	1.6	years
Fixed Rate Debt	93.85	%	5.38	%	5.36	%	5.3	years

Total Consolidated Debt	100.00	%	5.23	%	5.25	%	5.1	years

Interest Rate Hedging Instruments (4)

(in thousands)


	Notional Amount			Weighted Average 10 Year Treasury Rate		Settlement Date		Accumulated Other Comprehensive Loss
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	(7)	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	(9)

Total	$	525,000		4.63	%			$	33,553

(1)	Excludes unconsolidated joint ventures.

(2)	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.

(3)	Subject to certain conditions, the Company may extend the maturity date of the Unsecured Line of Credit to August 3, 2011.

(4)	The Company had 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 November 13, 2008, the Company closed on an eight-year, $375.0 million loan collateralized by its Four Embarcadero Center property for an all-in fixed rate, inclusive of the credit spread, of 6.10% per annum. The Company will reclassify into earnings as an increase in interest expense over the eight-year term of the loan the balance recorded within Accumulated Other Comprehensive Loss.

(9)

The Company’s interest rate hedging program contemplated obtaining additional financing of at least $150.0 million by the end of 2008. In accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended and interpreted, the Company determined that it would be unable to complete the financing by the required date under its interest rate hedging program and, as a result, the Company has recognized a net derivative loss of approximately $7.2 million representing the ineffectiveness of its remaining interest rate hedging contracts.

Boston Properties, Inc.

Fourth Quarter 2008

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

(in thousands)


Property	2009			2010			2011			2012			2013			Thereafter			Total
599 Lexington Avenue	$	—		$	—		$	—		$	—		$	—		$	750,000		$	750,000
Citigroup Center		8,859			9,516			456,633			—			—			—			475,008	(2)
Embarcadero Center Four		—			—			4,520			4,803			5,105			360,572			375,000
South of Market		183,125			—			—			—			—			—			183,125	(3)
505 9th Street		157			1,943			2,057			2,177			2,306			121,360			130,000
Wisconsin Place Office		—			—			71,693			—			—			—			71,693	(4)
One Freedom Square		1,303			1,407			1,521			65,511			—			—			69,742	(2)
New Dominion Technology Park, Building Two		—			—			—			—			—			63,000			63,000
202, 206 & 214 Carnegie Center		994			56,306			—			—			—			—			57,300
New Dominion Technology Park, Building One		1,594			1,716			1,846			1,987			2,140			43,278			52,561
140 Kendrick Street		914			985			1,061			1,143			47,889			—			51,992	(2)
Reservoir Place		48,411			—			—			—			—			—			48,411	(2)
1330 Connecticut Avenue		1,287			1,390			44,796			—			—			—			47,473	(2)
Kingstowne Two and Retail		1,370			1,446			1,535			1,630			1,730			33,056			40,767	(2)
10 & 20 Burlington Mall Rd & 91 Hartwell		996			1,069			32,524			—			—			—			34,589
Democracy Tower (formerly South of Market - Phase II)		—			30,674			—			—			—			—			30,674	(5)
10 Cambridge Center		916			29,677			—			—			—			—			30,593
Sumner Square		747			804			865			930			22,896			—			26,242
Montvale Center		—			—			—			25,000			—			—			25,000
Eight Cambridge Center		818			22,911			—			—			—			—			23,729
1301 New York Avenue		21,627			—			—			—			—			—			21,627
Kingstowne One		549			582			618			657			17,062			—			19,468	(2)
University Place		992			1,063			1,139			1,221			1,308			13,691			19,414

		274,659			161,489			620,808			105,059			100,436			1,384,957			2,647,408

Fair Value Adjustment		4,151			3,988			2,605			1,583			632			275			13,234

		278,810			165,477			623,413			106,642			101,068			1,385,232			2,660,642

Unsecured Senior Notes, net of discount		—			—			—						923,580			548,795			1,472,375
Unsecured Exchangeable Senior Notes, net of discount											848,410			450,000			740,489			2,038,899	(6)
Unsecured Line of Credit		—			100,000			—			—			—			—			100,000	(7)

	$	278,810		$	265,477		$	623,413		$	955,052		$	1,474,648		$	2,674,516		$	6,271,916

% of Total Consolidated Debt		4.45	%		4.23	%		9.94	%		15.23	%		23.51	%		42.64	%		100.00	%
Balloon Payments	$	251,369		$	238,013		$	600,390		$	938,116		$	1,459,832		$	2,498,247		$	5,985,967
Scheduled Amortization	$	27,441		$	27,464		$	23,023		$	16,936		$	14,816		$	176,269		$	285,949

(1)	Excludes unconsolidated joint ventures. For information on our unconsolidated joint venture debt, see page 17.

(2)	This property has a fair value adjustment which is aggregated below.

(3)	Loan matures on November 21, 2009 and has two, one-year extension options.

(4)	Loan matures on January 29, 2011 and has two, one-year extension options.

(5)	Loan matures on December 19, 2010 and has two, one-year extension options.

(6)	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.

(7)	Unsecured Line of Credit matures on August 3, 2010 and has a one-year extension option.

Boston Properties, Inc.

Fourth 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 December 31, 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.


			December 31, 2008
Total Assets:
Capitalized Property Value (1)			$	15,116,059
Cash and Cash Equivalents				241,510
Investments in Marketable Securities				11,590
Undeveloped Land, at Cost				228,300
Development in Process, at Cost (including Joint Venture %)				902,684

Total Assets			$	16,500,143

Unencumbered Assets			$	9,265,309

Secured Debt (Fixed and Variable) (2)			$	2,647,408
Joint Venture Debt				1,554,508
Contingent Liabilities & Letters of Credit				21,835
Unsecured Debt (3)				3,635,000

Total Outstanding Debt			$	7,858,751

Consolidated EBITDA:
Income before minority interests and income (loss) from unconsolidated joint ventures (per Consolidated Income Statement)			$	80,593
Add: Interest Expense (per Consolidated Income Statement)				71,261
Add: Depreciation and Amortization (per Consolidated Income Statement)				79,766
Add: Net Derivative Losses				7,172
Add: Loss from investments in securities				2,631

EBITDA				241,423
Add: Company share of unconsolidated joint venture EBITDA				60,884

Consolidated EBITDA			$	302,307

Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)			$	71,261
Add: Company share of unconsolidated joint venture interest expense				28,758
Less: Amortization of financing costs				(2,143	)
Less: Interest expense funded by construction loan draws				(1,277	)

Adjusted Interest Expense			$	96,599


Covenant Ratios and Related Data	Test		Actual
Total Outstanding Debt/Total Assets	Less than 60	%		47.6	%
Secured Debt/Total Assets	Less than 50	%		25.5	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)	Greater than 1.50	x		3.13
Unencumbered Assets/Unsecured Debt	Greater than 150	%		254.9	%

Unencumbered Consolidated EBITDA			$	163,927

Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)				3.77

% of unencumbered Consolidated EBITDA to Consolidated EBITDA				54.2	%

# of unencumbered properties				99

(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 $13,234

(3)	Excludes Debt Discount of $23,726

Boston Properties, Inc.

Fourth Quarter 2008

UNCONSOLIDATED JOINT VENTURE DEBT ANALYSIS (*)

Debt Maturities and Principal Payments by Property

(in thousands)


Property	2009			2010			2011			2012			2013			Thereafter			Total
General Motors Building (60%)	$	—		$	—		$	—		$	—		$	—		$	963,600		$	963,600	(1) (2)
125 West 55th Street (60%)		—			158,100			—			—			—			—			158,100	(2)
Two Grand Central Tower (60%)		—			114,000			—			—			—			—			114,000	(2)
540 Madison Avenue (60%)		240			240			240			240			70,920			—			71,880	(3)
Metropolitan Square (51%)		1,152			63,437			—			—			—			—			64,589
Market Square North (50%)		1,260			41,549			—			—			—			—			42,809
901 New York Avenue (25%)		635			669			705			742			782			38,413			41,946
Eighth Avenue and 46th Street (50%)		11,800			—			—			—			—			—			11,800
Annapolis Junction (50%)		—			19,413			—			—			—			—			19,413	(4)
Wisconsin Place Retail (5%)		—			2,468			—			—			—			—			2,468	(4)

		15,087			399,876			945			982			71,702			1,002,013			1,490,605

Fair Value Adjustment		8,145			7,182			6,620			7,102			7,186			29,403			65,638

	$	23,232		$	407,058		$	7,565		$	8,084		$	78,888		$	1,031,416		$	1,556,243

GAAP Weighted Average Rate		5.69	%		6.85	%		5.56	%		5.55	%		6.42	%		6.59	%		6.64	%
% of Total Debt		1.49	%		26.15	%		0.49	%		0.52	%		5.07	%		66.28	%		100.00	%

Floating and Fixed Rate Debt Analysis


	% of Total Debt		Stated Weighted Average Rate (1)		GAAP Weighted Average Rate		Weighted Average Maturity
Floating Rate Debt	2.26	%	3.60	%	3.88	%	1.2	years
Fixed Rate Debt	97.74	%	6.02	%	6.71	%	6.6	years

Total Debt	100.00	%	5.97	%	6.64	%	6.4	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)	This property has a fair value adjustment which is aggregated below. Although these mortgages require interest only payments with a balloon payment at maturity, the fair value adjustment is amortized in over the term of the loan.

(3)	This property has a fair value adjustment which is aggregated below.

(4)	Debt has two, one-year extension options.

Boston Properties, Inc.

Fourth Quarter 2008

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of December 31, 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			Eighth Avenue and 46th Street (1)			Subtotal		Value-Added Fund (3)(4)			Total Unconsolidated Joint Ventures
Investment (5)	$	708,717	(6)	$	75,841		$	74,646		$	67,430		$	6,116		$	37,452		$	(682	)	$	50,599		$	7,584		$	(2,830	)	$	1,024,873	$	27,887		$	1,052,760
Note Receivable (6)		270,000			—			—			—			—			—			—			—			—			—			270,000		—			270,000

Net Equity	$	438,717		$	75,841		$	74,646		$	67,430		$	6,116		$	37,452		$	(682	)	$	50,599		$	7,584		$	(2,830	)	$	754,873	$	27,887		$	782,760

Mortgage/Construction loans payable (5) (7)	$	963,600		$	158,100		$	114,000		$	71,880		$	42,809		$	64,589		$	41,946		$	2,468		$	19,413		$	11,800		$	1,490,605	$	63,903		$	1,554,508

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 December 31, 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	$	45,250		$	7,685		$	8,252		$	6,022		$	5,982		$	7,520		$	8,130		$	482		$	—		$	—		$	89,323		$	3,975		$	93,298
Straight-line rent (SFAS 13)		4,318			2,749			320			754			(129	)		(133	)		213			—			—			—			8,092			339			8,431
Fair value lease revenue (SFAS 141)		35,537			2,673			3,832			1,358			—			—			—			—			—			—			43,400			847			44,247
Termination Income		—			438			—			—			—			—			3			—			—			—			441			432			873

Total revenue		85,105			13,545			12,404			8,134			5,853			7,387			8,346			482			—			—			141,256			5,593			146,849

EXPENSES
Operating		17,191			3,356			3,419			2,559			2,322			3,338			3,232			1,368			428			—			37,213			2,128			39,341

NET OPERATING INCOME		67,914			10,189			8,985			5,575			3,531			4,049			5,114			(886	)		(428	)		—			104,043			3,465			107,508

Interest		32,113			4,618			2,881			1,889			1,662			2,610			2,205			135			344			—			48,457			2,545			51,002
Interest other - partner loans		6,454			—			—			—			—			—			—			—			—			—			6,454			—			6,454
Depreciation and amortization		41,481			6,059			5,147			2,844			1,127			1,645			1,520			419			543			—			60,785			2,516			63,301

SUBTOTAL		80,048			10,677			8,028			4,733			2,789			4,255			3,725			554			887			—			115,696			5,061			120,757

Gains on sale of real estate		—			—			—			—			—			—			—			—			—			—			—			—			—
Impairment loss (8)		—			—			—			—			—			—			—			—			—			40,570			40,570			—			40,570
Losses from early extinguishment of debt		—			—			—			—			—			—			—			—			—			—			—			—			—

NET INCOME/(LOSS)	$	(12,134	)	$	(488	)	$	957		$	842		$	742		$	(206	)	$	1,389		$	(1,440	)	$	(1,315	)	$	(40,570	)	$	(52,223	)	$	(1,596	)	$	(53,819	)

BXP’s share of net income/(loss)	$	(7,280	)	$	(293	)	$	574		$	505		$	371		$	(105	)	$	828	(9)	$	(171	)	$	(657	)	$	(20,285	)	$	(26,513	)	$	(479	)	$	(26,992	)
Impairment loss on investment (8)		—			45,122			74,318			31,920			—			—			—			—			—			2,882			154,242			13,798			168,040
Elimination of inter-entity interest on partner loan		7,473			—			—			—			—			—			—			—			—			—			7,473			—			7,473

Income/(loss) from unconsolidated joint ventures	$	193		$	(45,415	)	$	(73,744	)	$	(31,415	)	$	371		$	(105	)	$	828		$	(171	)	$	(657	)	$	(23,167	)	$	(173,282	)	$	(14,277	)	$	(187,559	)
BXP’s share of depreciation & amortization		24,889			3,635			3,088			1,707			564			839			386			100			271			—			35,479			920			36,399

BXP’s share of Funds from Operations (FFO)	$	25,082		$	(41,780	)	$	(70,656	)	$	(29,708	)	$	935		$	734		$	1,214		$	(71	)	$	(386	)	$	(23,167	)	$	(137,803	)	$	(13,357	)	$	(151,160	)

BXP’s share of net operating income/(loss)	$	40,748		$	6,113		$	5,391		$	3,345		$	1,766		$	2,065		$	1,279		$	(64	)	$	(214	)	$	—		$	60,429		$	1,328		$	61,757

(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)	Excludes fair value adjustments.

(8)	Represents the other-than-temporary decline in the fair values below the carrying values of certain of the Company’s investments in unconsolidated joint ventures.

(9)	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.

Fourth 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	%	$	8.17	$	1,875	(3)
Circle Star, San Carlos, CA	2	206,945	45.2	%		20.83		10,500	(4)
Mountain View Research Park, Mountain View, CA	16	600,449	60.8	%		29.42		42,028	(5)
Mountain View Technology Park, Mountain View, CA	7	135,279	70.6	%		23.66		9,500	(6)

Total	26	1,053,555	63.1	%	$	23.84	$	63,903

Results of Operations

(unaudited and in thousands)

for the three months ended December 31, 2008


	Value-Added Fund
REVENUE
Rental	$	3,975
Straight-line rent (SFAS 13)		339
Fair value lease revenue (SFAS 141)		847

Total revenue		5,161

EXPENSES
Operating		2,128

SUBTOTAL		3,033

Interest		2,545
Depreciation and amortization		2,516

SUBTOTAL		5,061

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

NET INCOME	$	(1,596	)

BXP’s share of net income	$	(479	)
Impairment loss on investment		(13,798	)

Loss from Value-Added Fund	$	(14,277	)
BXP’s share of depreciation & amortization		920

BXP’s share of Funds from Operations (FFO)	$	(13,357	)

The Company’s Equity in the Value-Added Fund	$	27,887

(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.

Fourth 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 December 31, 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	8,205,022		18.6	%	834,062		1.8	%	9,039,084		26.2	%	1.1	%	21.5	%
Greater Washington	8,461,307	(5)	19.1	%	825,232		1.1	%	9,286,539	(5)	27.0	%	—		20.2	%
Greater San Francisco	4,973,866		11.4	%	—		—		4,973,866		14.4	%	—		11.4	%
Midtown Manhattan	8,817,832	(6)	44.2	%	—		—		8,817,832	(6)	25.6	%	—		44.2	%
Princeton/East Brunswick, NJ	2,324,692		2.7	%	—		—		2,324,692		6.7	%	—		2.7	%

	32,782,719		96.0	%	1,659,294		2.9	%	34,442,013		100.0	%	1.1	%	100.0	%

% of Total	95.2	%			4.8	%			100.0	%

Percentage of Portfolio Net Operating Income of In-Service Properties

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


Geographic Area	CBD		Suburban		Total
Greater Boston	15.8	%	5.7	%	21.5	%
Greater Washington	8.8	%	11.4	%	20.2	%
Greater San Francisco	9.2	%	2.2	%	11.4	%
Midtown Manhattan	44.2	%	—		44.2	%
Princeton/East Brunswick, NJ	—		2.7	%	2.7	%

Total	78.0	%	22.0	%	100.0	%

Hotel Properties


Hotel Properties	Number of Rooms	Square Feet
Cambridge Center Marriott, Cambridge, MA	433	330,400

Total Hotel Properties	433	330,400

Structured Parking


	Number of Spaces	Square Feet
Total Structured Parking	35,617	11,219,345

(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 available to common shareholders, see page 43. For disclosures relating to our use of Portfolio NOI see page 51.

(3)	Includes approximately 1,700,000 square feet of retail space.

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

(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, 539,229 square feet at 901 New York Avenue which is 25% owned by Boston Properties, 321,926 square feet at 505 9th Street, N.W. which is 50% owned by Boston Properties and 117,599 square feet at Annapolis Junction which is 50% owned by Boston Properties.

(6)	Includes 1,770,298 square feet at the General Motors Building, 558,008 square feet at 125 West 55th Street, 635,275 square feet at Two Grand Central Tower and 284,185 square feet at 540 Madison Avenue each of which is 60% owned by Boston Properties.

Boston Properties, Inc.

Fourth Quarter 2008

In-Service Property Listing

as of December 31, 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	1,192,899	93.9	%	$	42.93	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	%		39.66	N	CBD
The Shops at the Prudential Center	CBD Boston MA	1	509,813	98.5	%		71.81	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	81.7	%		39.41	N	CBD
Three Cambridge Center	East Cambridge MA	1	108,152	77.7	%		31.43	N	CBD
Four Cambridge Center	East Cambridge MA	1	198,295	95.1	%		39.79	N	CBD
Five Cambridge Center	East Cambridge MA	1	240,480	99.3	%		44.99	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	527,590	93.1	%		30.51	Y	S
Reservoir Place North	Route 128 Mass Turnpike MA	1	73,258	100.0	%		35.56	N	S
140 Kendrick Street	Route 128 Mass Turnpike MA	3	380,987	100.0	%		31.24	Y	S
230 CityPoint (formerly Prospect Place)	Route 128 Mass Turnpike MA	1	301,815	92.6	%		31.84	N	S
(2) 77 CityPoint	Route 128 Mass Turnpike MA	1	209,707	100.0	%		39.67	N	S
Waltham Office Center	Route 128 Mass Turnpike MA	3	129,262	53.3	%		20.51	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	%		35.16	N	S
Waltham Weston Corporate Center	Route 128 Mass Turnpike MA	1	306,789	98.1	%		36.18	N	S
10 & 20 Burlington Mall Road	Route 128 Northwest MA	2	153,180	92.4	%		24.41	Y	S
Bedford Business Park	Route 128 Northwest MA	1	92,207	100.0	%		22.03	N	S
32 Hartwell Avenue	Route 128 Northwest MA	1	69,154	100.0	%		24.81	N	S
91 Hartwell Avenue	Route 128 Northwest MA	1	121,425	83.8	%		26.58	Y	S
92 Hayden Avenue	Route 128 Northwest MA	1	31,100	100.0	%		33.91	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	71.1	%		26.49	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	%		33.42	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	%		26.59	N	S

		42	8,205,022	95.0	%	$	41.13

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	%		21.93	N	S
Bedford Business Park	Route 128 Northwest MA	2	379,056	62.7	%		22.47	N	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	%	$	45.25

	Total Greater Boston:	49	9,039,084	92.9	%	$	41.42

Boston Properties, Inc.

Fourth Quarter 2008

In-Service Property Listing (continued)

as of December 31, 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	%	$	45.98	N	CBD
500 E Street, S. W.	Southwest Washington DC	1	248,336	100.0	%		44.06	N	CBD
Metropolitan Square (51% ownership)	East End Washington DC	1	586,887	99.9	%		49.72	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	%		56.67	Y	CBD
(2) 505 9th Street, N.W. (50% ownership)	CBD Washington DC	1	321,926	100.0	%		54.67	Y	CBD
901 New York Avenue (25% ownership)	CBD Washington DC	1	539,229	99.4	%		56.56	Y	CBD
1333 New Hampshire Avenue	CBD Washington DC	1	315,371	100.0	%		49.42	N	CBD
1330 Connecticut Avenue	CBD Washington DC	1	252,136	100.0	%		56.42	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	%		45.37	Y	CBD
(2) Annapolis Junction (50% ownership)	Arundel County, MD	1	117,599	0.0	%		—	Y	S
Montvale Center	Montgomery County MD	1	122,808	82.5	%		26.87	Y	S
2600 Tower Oaks Boulevard	Montgomery County MD	1	178,887	90.8	%		40.44	N	S
Kingstowne One	Fairfax County VA	1	150,838	100.0	%		34.66	Y	S
Kingstowne Two	Fairfax County VA	1	156,251	95.7	%		34.13	Y	S
Kingstowne Retail	Fairfax County VA	1	88,288	94.3	%		29.65	Y	S
One Freedom Square	Fairfax County VA	1	414,433	100.0	%		40.57	Y	S
Two Freedom Square	Fairfax County VA	1	421,676	98.8	%		43.55	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	%		30.85	N	S
One and Two Discovery Square	Fairfax County VA	2	366,990	100.0	%		44.91	N	S
New Dominion Technology Park - Building One	Fairfax County VA	1	235,201	100.0	%		32.98	Y	S
New Dominion Technology Park - Building Two	Fairfax County VA	1	257,400	100.0	%		39.49	Y	S
Reston Corporate Center	Fairfax County VA	2	261,046	100.0	%		33.71	N	S
(2) South of Market	Fairfax County VA	3	648,279	83.0	%		36.02	Y	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

		33	8,461,307	96.5	%	$	42.54

Office/Technical
6601 Springfield Center Drive	Fairfax County VA	1	26,388	100.0	%		13.63	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	%		20.03	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	%		19.70	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	%		18.50	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	%		23.39	N	S
7601 Boston Boulevard	Fairfax County VA	1	103,750	100.0	%		14.40	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	%		$18.62

	Total Greater Washington:	46	9,286,539	96.1	%	$	40.52

Boston Properties, Inc.

Fourth Quarter 2008

In-Service Property Listing (continued)

as of December 31, 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	1,037,338	99.2	%	$	74.71	Y	CBD
Citigroup Center	Park Avenue NY	1	1,590,013	97.7	%		78.12	Y	CBD
399 Park Avenue	Park Avenue NY	1	1,700,331	99.7	%		86.32	N	CBD
Times Square Tower	Times Square NY	1	1,242,384	97.3	%		67.63	N	CBD
(2) General Motors Building (60% ownership)	Plaza District NY	1	1,770,298	98.0	%		108.29	Y	CBD
(2) 125 West 55th Street (60% ownership)	Sixth/Rock Center NY	1	558,008	100.0	%		61.71	Y	CBD
(2) Two Grand Central Tower (60% ownership)	Grand Central District NY	1	635,275	99.8	%		55.49	Y	CBD
(2) 540 Madison Avenue (60% ownership)	5th/Madison District NY	1	284,185	92.9	%		88.32	Y	CBD

	Total Midtown Manhattan:	8	8,817,832	98.4	%	$	81.50

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	93.7	%		35.05	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	80.1	%		32.70	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	%	$	32.48

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	83.8	%	$	32.55

Greater San Francisco
Office
Embarcadero Center One	CBD San Francisco CA	1	830,280	85.5	%	$	48.88	N	CBD
Embarcadero Center Two	CBD San Francisco CA	1	778,337	98.6	%		52.19	N	CBD
Embarcadero Center Three	CBD San Francisco CA	1	774,946	84.2	%		42.67	N	CBD
Embarcadero Center Four	CBD San Francisco CA	1	936,561	96.6	%		62.08	Y	CBD

		4	3,320,124	91.4	%	$	52.26

303 Almaden	San Jose, CA	1	156,859	94.1	%		32.25	N	CBD
611 Gateway	South San Francisco CA	1	256,302	100.0	%	$	33.56	N	S
601 and 651 Gateway	South San Francisco CA	2	506,045	96.6	%		31.04	N	S
(2) North First Business Park	San Jose, CA	5	190,636	75.8	%		15.53	N	S
3200 Zanker Road	San Jose, CA	4	543,900	100.0	%		14.34	N	S

		13	1,653,742	95.6	%	$	24.40

	Total Greater San Francisco:	17	4,973,866	92.8	%	$	42.68

	Total In-Service Properties:	136	34,442,013	94.5	%	$	51.50

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

(2)	Not included in Same Property analysis.

Boston Properties, Inc.

Fourth 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	)	5.30	%
2	Lockheed Martin	1,292,429			3.75	%
3	Citibank	1,085,570	(2	)	3.15	%
4	Genentech	546,750			1.59	%
5	Kirkland & Ellis	502,046	(3	)	1.46	%
6	Gillette	484,051			1.41	%
7	Shearman & Sterling	472,808			1.37	%
8	Weil Gotshal Manges	456,744	(4	)	1.33	%
9	O’Melveny & Myers	446,039			1.30	%
10	Lehman Brothers	436,723	(5	)	1.27	%
11	Parametric Technology	380,987			1.11	%
12	Accenture	378,867			1.10	%
13	Finnegan Henderson Farabow	356,195	(6	)	1.03	%
14	Ann Taylor	338,942			0.98	%
15	Northrop Grumman	327,677			0.95	%
16	Biogen Idec	317,341			0.92	%
17	Washington Group International	299,079			0.87	%
18	Aramis (Estee Lauder)	295,610	(7	)	0.86	%
19	Bingham McCutchen	291,415			0.85	%
20	Akin Gump Strauss Hauer & Feld	290,132			0.84	%

	Total % of Portfolio Square Feet				31.43	%
	Total % of Portfolio Revenue				32.08	%

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
Biogen Idec	Weston Corporate Center			356,367
Akamai Technology	Four & Eight Cambridge Center			230,678
Gibson, Dunn & Crutcher LLP	250 W. 55th Street			221,510
Hunton & Williams	2200 Pennsylvania Avenue			189,806

(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 repectivley.

(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.

Fourth 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
2009	2,027,102	$	83,334,710	$	41.11	$	85,478,285	$	42.17	6.49	%
2010	2,880,352		114,860,449		39.88		117,718,408		40.87	9.23	%
2011	3,108,868		148,454,595		47.75		152,250,995		48.97	9.96	%
2012	2,848,806		133,645,304		46.91		138,146,049		48.49	9.12	%
2013	1,322,079		55,386,819		41.89		59,022,206		44.64	4.23	%
2014	2,446,190		99,297,300		40.59		105,702,253		43.21	7.83	%
2015	1,777,100		82,417,313		46.38		93,118,894		52.40	5.69	%
2016	2,532,069		144,960,725		57.25		157,533,591		62.22	8.11	%
2017	2,812,567		192,148,137		68.32		210,510,579		74.85	9.01	%
2018	488,637		35,622,434		72.90		41,807,237		85.56	1.57	%
Thereafter	7,189,680		422,871,754		58.82		540,316,472		75.15	23.03	%

Occupancy By Location (3)


	CBD				Suburban				Total
Location	31-Dec-08		31-Dec-07		31-Dec-08		31-Dec-07		31-Dec-08		31-Dec-07
Midtown Manhattan	98.4	%	99.5	%	n/a		n/a		98.4	%	99.5	%
Greater Boston	96.3	%	98.6	%	93.3	%	91.5	%	95.0	%	95.5	%
Greater Washington	99.9	%	98.8	%	93.6	%	99.2	%	96.5	%	99.0	%
Greater San Francisco	91.5	%	89.3	%	95.8	%	95.4	%	92.8	%	91.1	%
Princeton/East Brunswick, NJ	n/a		n/a		83.8	%	83.3	%	83.8	%	83.3	%

Total Portfolio	97.1	%	97.0	%	91.9	%	92.9	%	95.2	%	95.4	%

(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 data on properties owned by the Value-Added Fund.

(3)	Includes approximately 1,700,000 square feet of retail space.

Boston Properties, Inc.

Fourth 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
2009	203,726	$	4,507,799	$	22.13	$	4,522,599	$	22.20	12.28	%
2010	216,776		3,845,928		17.74		3,982,206		18.37	13.06	%
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		4,274,253		17.26		4,589,336		18.53	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	—		—		—		—		—	0.00	%
2018	—		—		—		—		—	0.00	%
Thereafter	237,776		5,342,728		22.47		5,661,616		23.81	14.33	%


*Occupancy By Location*
	CBD				Suburban				Total
Location	31-Dec-08		31-Dec-07		31-Dec-08		31-Dec-07		31-Dec-08		31-Dec-07
Midtown Manhattan	n/a		n/a		n/a		n/a		n/a		n/a
Greater Boston	100.0	%	100.0	%	56.8	%	56.8	%	72.3	%	72.3	%
Greater Washington	n/a		n/a		91.6	%	100.0	%	91.6	%	100.0	%
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	%	83.0	%	81.9	%	86.1	%

(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 data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Fourth 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
2009	64,593	$	5,175,437	$	80.12	(3)	$	4,669,603	$	72.29	(3)	4.14	%
2010	109,266		7,087,612		64.87	(4)		7,092,681		64.91	(4)	7.00	%
2011	71,636		5,084,989		70.98			5,254,080		73.34		4.59	%
2012	182,210		13,031,241		71.52			13,046,259		71.60		11.67	%
2013	74,536		6,099,776		81.84			6,163,679		82.69		4.78	%
2014	43,829		4,142,344		94.51			4,507,582		102.84		2.81	%
2015	93,880		8,719,153		92.88			10,110,632		107.70		6.01	%
2016	131,581		20,880,004		158.69			22,801,312		173.29		8.43	%
2017	112,552		7,464,427		66.32			8,025,260		71.30		7.21	%
2018	234,673		10,611,107		45.22			11,497,428		48.99		15.04	%
Thereafter	442,052		25,134,873		56.86			31,941,148		72.26		28.32	%

(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 data on 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 $53.94 per square foot and $52.44 per square foot in 2009.

(4)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $61.28 per square foot and $61.28 per square foot in 2010.

Boston Properties, Inc.

Fourth 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
2009	2,295,421		$	93,017,946		$	40.52		$	94,670,486		$	41.24		6.7	%
2010	3,206,394			125,793,989			39.23			128,793,296			40.17		9.3	%
2011	3,237,825			154,478,643			47.71			158,444,134			48.94		9.4	%
2012	3,163,836			149,580,349			47.28			154,113,400			48.71		9.2	%
2013	1,396,615			61,486,594			44.03			65,185,886			46.67		4.1	%
2014	2,737,687			107,713,897			39.34			114,799,171			41.93		7.9	%
2015	1,894,419			91,562,625			48.33			103,723,910			54.75		5.5	%
2016	2,889,182			184,496,405			63.86			199,290,537			68.98		8.4	%
2017	2,925,119			199,612,564			68.24			218,535,840			74.71		8.5	%
2018	723,310			46,233,541			63.92			53,304,665			73.70		2.1	%
Thereafter	7,869,508			453,349,356			57.61			577,919,237			73.44		22.8	%

*Occupancy By Location*
	CBD					Suburban						Total
Location	31-Dec-08		31-Dec-07			31-Dec-08			31-Dec-07			31-Dec-08			31-Dec-07
Midtown Manhattan	98.4	%		99.5	%		n/a			n/a			98.4	%	99.5	%
Greater Boston	96.5	%		98.7	%		88.7	%		86.9	%		92.9	%	93.3	%
Greater Washington	99.9	%		98.8	%		93.3	%		99.3	%		96.1	%	99.1	%
Greater San Francisco	91.5	%		89.3	%		95.8	%		95.4	%		92.8	%	91.1	%
Princeton/East Brunswick, NJ	n/a			n/a			83.8	%		83.3	%		83.8	%	83.3	%

Total Portfolio	97.1	%		97.1	%		90.5	%		91.8	%		94.5	%	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 data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Fourth 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
2009	768,803	$	27,131,172	$	35.29	$	26,906,777	$	35.00		—	$	—	$	—	$	—	$	—
2010	720,381		24,368,480		33.83		25,679,288		35.65		36,528		801,046		21.93		892,366		24.43
2011	1,253,168		56,403,037		45.01		57,958,568		46.25		—		—		—		—		—
2012	1,091,745		40,508,522		37.10		41,940,850		38.42		67,362		1,649,088		24.48		1,649,088		24.48
2013	441,340		17,915,773		40.59		19,950,919		45.21		—		—		—		—		—
2014	652,251		26,974,252		41.36		27,409,410		42.02		30,000		457,500		15.25		457,500		15.25
2015	329,024		12,748,737		38.75		14,078,476		42.79		—		—		—		—		—
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	313,236		13,695,991		43.72		16,961,611		54.15		—		—		—		—		—
2018	2,291		62,983		27.49		67,565		29.49		—		—		—		—		—
Thereafter	1,149,579		47,883,839		41.65		73,897,512		64.28		237,776		5,342,728		22.47		5,661,616		23.81

	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
2009	5,963	$	2,296,689	$	385.16	$	1,790,855	$	300.33	(3)	774,766	$	29,427,861	$	37.98	$	28,697,633	$	37.04
2010	56,483		2,947,599		52.19		2,925,653		51.80		813,392		28,117,125		34.57		29,497,307		36.26
2011	12,164		1,437,836		118.20		1,514,028		124.47		1,265,332		57,840,872		45.71		59,472,596		47.00
2012	61,410		2,326,011		37.88		2,326,011		37.88		1,220,517		44,483,621		36.45		45,915,949		37.62
2013	28,464		3,477,601		122.18		3,466,064		121.77		469,804		21,393,374		45.54		23,416,983		49.84
2014	16,269		1,912,169		117.53		2,017,744		124.02		698,520		29,343,921		42.01		29,884,654		42.78
2015	29,493		4,498,531		152.53		4,640,548		157.34		358,517		17,247,268		48.11		18,719,024		52.21
2016	14,617		1,773,195		121.31		1,875,523		128.31		511,245		28,951,494		56.63		30,404,623		59.47
2017	49,402		3,459,069		70.02		3,697,476		74.84		362,638		17,155,060		47.31		20,659,088		56.97
2018	178,454		7,793,702		43.67		8,159,720		45.72		180,745		7,856,685		43.47		8,227,285		45.52
Thereafter	213,735		9,544,770		44.66		11,215,792		52.48		1,601,090		62,771,337		39.21		90,774,920		56.70

(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 data on 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 $101.74 per square foot and $85.56 per square foot in 2009.

Boston Properties, Inc.

Fourth 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 2009	161,002	$	6,564,290	$	40.77	$	6,318,506	$	39.24		—	$	—	$	—	$	—	$	—
Q2 2009	218,161		7,254,237		33.25		7,254,237		33.25		—		—		—		—		—
Q3 2009	142,771		4,083,803		28.60		4,083,803		28.60		—		—		—		—		—
Q4 2009	246,869		9,228,842		37.38		9,250,232		37.47		—		—		—		—		—

Total 2009	768,803	$	27,131,172	$	35.29	$	26,906,777	$	35.00		—		—		—		—		—


Q1 2010	45,409	$	1,488,326	$	32.78	$	1,527,967	$	33.65		—	$	—	$	—	$	—	$	—
Q2 2010	263,189		8,348,994		31.72		8,701,373		33.06		—		—		—		—		—
Q3 2010	233,683		8,497,006		36.36		9,189,663		39.33		36,528		801,046		21.93		892,366		24.43
Q4 2010	178,100		6,034,154		33.88		6,260,285		35.15		—		—		—		—		—

Total 2010	720,381	$	24,368,480	$	33.83	$	25,679,288	$	35.65		36,528		801,046		21.93		892,366		24.43


	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 2009	2,644	$	654,220	$	247.44	$	413,520	$	156.40		163,646	$	7,218,510	$	44.11	$	6,732,026	$	41.14
Q2 2009	6		371,404		61,900.66		265,396		44,232.66		218,167		7,625,641		34.95		7,519,633		34.47
Q3 2009	2,978		1,016,145		341.22		867,495		291.30		145,749		5,099,948		34.99		4,951,298		33.97
Q4 2009	335		254,920		760.96		244,444		729.68		247,204		9,483,762		38.36		9,494,676		38.41

Total 2009	5,963		2,296,689	$	385.16	$	1,790,855	$	300.33	(3)	774,766	$	29,427,861	$	37.98	$	28,697,633	$	37.04


Q1 2010	15,314	$	2,109,708.36	$	137.76		2,087,762	$	136.33		60,723	$	3,598,035	$	59.25	$	3,615,730	$	59.54
Q2 2010	41,167		694,794		16.88		694,794		16.88		304,356		9,043,788		29.71		9,396,167		30.87
Q3 2010	—		55,000		—		55,000		—		270,211		9,353,052		34.61		10,137,029		37.52
Q4 2010	2		88,097		44,048.46		88,097		44,048.46		178,102		6,122,251		34.37		6,348,382		35.64

Total 2010	56,483	$	2,947,599	$	52.19	$	2,925,653	$	51.80		813,392	$	28,117,125	$	34.57	$	29,497,307	$	36.26

(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 data on 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 $128.15 per square foot and $128.15 per square foot in 2009.

Boston Properties, Inc.

Fourth 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
2009	685,141	$	24,905,748	$	36.35	$	24,967,062	$	36.44	203,726	$	4,507,799	$	22.13	$	4,522,599	$	22.20
2010	779,761		33,892,363		43.47		34,625,094		44.40	180,248		3,044,882		16.89		3,089,840		17.14
2011	786,622		30,552,144		38.84		32,008,924		40.69	57,321		939,059		16.38		939,059		16.38
2012	874,319		36,271,800		41.49		37,967,974		43.43	65,458		1,254,716		19.17		1,272,004		19.43
2013	357,702		11,155,688		31.19		11,615,592		32.47	—		—		—		—		—
2014	468,526		18,249,711		38.95		20,499,854		43.75	217,668		3,816,753		17.53		4,131,836		18.98
2015	572,120		25,968,405		45.39		29,572,278		51.69	23,439		426,159		18.18		494,384		21.09
2016	187,575		6,800,915		36.26		8,317,665		44.34	—		—		—		—		—
2017	805,237		42,707,670		53.04		47,322,909		58.77	—		—		—		—		—
2018	262,702		11,372,295		43.29		15,386,500		58.57	—		—		—		—		—
Thereafter	2,046,964		92,094,368		44.99		118,595,488		57.94	—		—		—		—		—

	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
2009	21,029	$	1,011,493	$	48.10	$	1,011,493	$	48.10	909,896	$	30,425,040	$	33.44	$	30,501,154	$	33.52
2010	13,587		654,109		48.14		663,755		48.85	973,596		37,591,354		38.61		38,378,689		39.42
2011	18,533		896,232		48.36		907,911		48.99	862,476		32,387,435		37.55		33,855,894		39.25
2012	11,984		499,159		41.65		526,016		43.89	951,761		38,025,675		39.95		39,765,994		41.78
2013	8,199		386,557		47.15		422,897		51.58	365,901		11,542,246		31.54		12,038,488		32.90
2014	7,827		376,468		48.10		407,318		52.04	694,021		22,442,933		32.34		25,039,009		36.08
2015	24,704		1,134,461		45.92		1,229,651		49.78	620,263		27,529,025		44.38		31,296,314		50.46
2016	17,696		868,953		49.10		975,702		55.14	205,271		7,669,868		37.36		9,293,367		45.27
2017	24,412		1,078,883		44.19		1,190,204		48.75	829,649		43,786,553		52.78		48,513,113		58.47
2018	38,423		1,845,890		48.04		2,296,330		59.76	301,125		13,218,185		43.90		17,682,830		58.72
Thereafter	145,124		4,205,494		28.98		5,591,808		38.53	2,192,088		96,299,862		43.93		124,187,296		56.65

(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 data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Fourth 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 2009	216,063	$	6,954,562	$	32.19	$	6,954,562	$	32.19	41,770	$	1,090,671	$	26.11	$	1,090,671	$	26.11
Q2 2009	43,116		1,638,625		38.01		1,638,625		38.01	94,156		2,216,407		23.54		2,216,407		23.54
Q3 2009	22,997		814,493		35.42		817,060		35.53	26,388		359,630		13.63		359,630		13.63
Q4 2009	402,965		15,498,068		38.46		15,556,815		38.61	41,412		841,091		20.31		855,891		20.67

Total 2009	685,141	$	24,905,748	$	36.35	$	24,967,062	$	36.44	203,726	$	4,507,799	$	22.13	$	4,522,599	$	22.20


Q1 2010	146,268	$	7,037,710	$	48.12	$	7,185,613	$	49.13	—	$	—	$	—	$	—	$	—
Q2 2010	417,076		16,225,023		38.90		16,512,884		39.59	146,848		2,394,183		16.30		2,423,034		16.50
Q3 2010	17,227		650,657		37.77		667,328		38.74	33,400		650,699		19.48		666,806		19.96
Q4 2010	199,190		9,978,972		50.10		10,259,269		51.50	—		—		—		—		—

Total 2010	779,761	$	33,892,363	$	43.47	$	34,625,094	$	44.40	180,248	$	3,044,882	$	16.89	$	3,089,840	$	17.14


	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 2009	17,730	$	830,536	$	46.84	$	830,536	$	46.84	275,563	$	8,875,768	$	32.21	$	8,875,768	$	32.21
Q2 2009	—		—		—		—		—	137,272		3,855,032		28.08		3,855,032		28.08
Q3 2009	3,291		180,917		54.97		180,917		54.97	52,676		1,355,040		25.72		1,357,608		25.77
Q4 2009	8		40		5.00		40		5.00	444,385		16,339,199		36.77		16,412,746		36.93

Total 2009	21,029	$	1,011,493	$	48.10		1,011,493	$	48.10	909,896	$	30,425,040	$	33.44	$	30,501,154	$	33.52


Q1 2010	1,130	$	68,161	$	60.32	$	69,240	$	61.27	147,398	$	7,105,871	$	48.21	$	7,254,854	$	49.22
Q2 2010	1,596		71,998		45.11		73,823		46.25	565,520		18,691,205		33.05		19,009,741		33.61
Q3 2010	—		—		—		—		—	50,627		1,301,356		25.70		1,334,134		26.35
Q4 2010	10,861		513,950		47.32		520,692		47.94	210,051		10,492,923		49.95		10,779,961		51.32

Total 2010	13,587	$	654,109	$	48.14	$	663,755	$	48.85	973,596	$	37,591,354	$	38.61	$	38,378,689	$	39.42

(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 data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Fourth 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
2009	213,992	$	9,340,901	$	43.65	$	9,345,983	$	43.67	—	$	—	$	—	$	—	$	—
2010	748,329		18,102,772		24.19		18,776,429		25.09	—		—		—		—		—
2011	381,264		25,146,515		65.96		25,576,798		67.08	—		—		—		—		—
2012	257,373		13,003,516		50.52		13,783,584		53.55	—		—		—		—		—
2013	224,694		9,655,459		42.97		10,332,073		45.98	—		—		—		—		—
2014	471,350		18,349,074		38.93		19,696,400		41.79	—		—		—		—		—
2015	355,447		12,998,174		36.57		14,647,201		41.21	—		—		—		—		—
2016	963,893		38,464,658		39.91		41,400,408		42.95	—		—		—		—		—
2017	171,279		7,892,890		46.08		8,532,705		49.82	—		—		—		—		—
2018	58,268		3,475,649		59.65		3,973,135		68.19	—		—		—		—		—
Thereafter	490,420		26,172,452		53.37		29,544,854		60.24	—		—		—		—		—

	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
2009	33,700	$	1,431,584	$	42.48	$	1,431,584	$	42.48	247,692	$	10,772,485	$	43.49	$	10,777,567	$	43.51
2010	32,208		1,603,969		49.80		1,621,338		50.34	780,537		19,706,741		25.25		20,397,767		26.13
2011	24,809		1,107,905		44.66		1,126,846		45.42	406,073		26,254,420		64.65		26,703,644		65.76
2012	35,001		2,563,106		73.23		2,661,326		76.04	292,374		15,566,622		53.24		16,444,910		56.25
2013	36,191		2,061,127		56.95		2,082,285		57.54	260,885		11,716,586		44.91		12,414,358		47.59
2014	8,365		570,363		68.18		608,124		72.70	479,715		18,919,436		39.44		20,304,524		42.33
2015	34,183		1,739,978		50.90		1,894,249		55.41	389,630		14,738,151		37.83		16,541,450		42.45
2016	7,887		454,542		57.63		492,530		62.45	971,780		38,919,200		40.05		41,892,938		43.11
2017	12,053		678,680		56.31		735,926		61.06	183,332		8,571,570		46.75		9,268,631		50.56
2018	16,919		883,816		52.24		926,949		54.79	75,187		4,359,464		57.98		4,900,084		65.17
Thereafter	—		—		—		—		—	490,420		26,172,452		53.37		29,544,854		60.24

(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 data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Fourth 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 2009	23,940	$	776,161	$	32.42	$	779,725	$	32.57	—	$	—	$	—	$	—	$	—
Q2 2009	21,697		775,264		35.73		775,264		35.73	—		—		—		—		—
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	213,992	$	9,340,901	$	43.65	$	9,345,983	$	43.67	—		—		—		—		—


Q1 2010	8,186	$	302,847	$	37.00	$	302,847	$	37.00	—	$	—	$	—	$	—	$	—
Q2 2010	53,844		2,267,170		42.11		2,270,602		42.17	—		—		—		—		—
Q3 2010	64,443		4,602,554		71.42		4,825,583		74.88	—		—		—		—		—
Q4 2010	621,856		10,930,203		17.58		11,377,397		18.30	—		—		—		—		—

Total 2010	748,329	$	18,102,772	$	24.19	$	18,776,429	$	25.09	—		—		—		—		—


	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 2009	21,499	$	766,656	$	35.66	$	766,656	$	35.66	45,439	$	1,542,818	$	33.95	$	1,546,381	$	34.03
Q2 2009	1,022		103,960		101.72		103,960		101.72	22,719		879,224		38.70		879,224		38.70
Q3 2009	—		—		—		—		—	72,400		2,778,853		38.38		2,778,853		38.38
Q4 2009	11,179		560,968		50.18		560,968		50.18	107,134		5,571,591		52.01		5,573,110		52.02

Total 2009	33,700	$	1,431,584	$	42.48	$	1,431,584	$	42.48	247,692	$	10,772,485	$	43.49	$	10,777,567	$	43.51


Q1 2010	1,914	$	148,587	$	77.63	$	148,587	$	77.63	10,100	$	451,434	$	44.70	$	451,434		44.70
Q2 2010	420		40,666		96.82		40,666		96.82	54,264		2,307,835		42.53		2,311,267		42.59
Q3 2010	3,087		202,176		65.49		202,176		65.49	67,530		4,804,730		71.15		5,027,760		74.45
Q4 2010	26,787		1,212,540		45.27		1,229,910		45.91	648,643		12,142,743		18.72		12,607,306		19.44

Total 2010	32,208	$	1,603,969	$	49.80	$	1,621,338	$	50.34	780,537	$	19,706,741	$	25.25	$	20,397,767	$	26.13

(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 data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Fourth 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
2009	229,901	$	17,435,211	$	75.84	$	19,683,819	$	85.62	—	$	—	$	—	$	—	$	—
2010	493,253		33,498,684		67.91		33,624,514		68.17	—		—		—		—		—
2011	242,460		20,976,965		86.52		21,111,304		87.07	—		—		—		—		—
2012	579,948		42,346,071		73.02		42,902,750		73.98	—		—		—		—		—
2013	112,221		10,704,839		95.39		10,723,911		95.56	—		—		—		—		—
2014	163,462		13,958,320		85.39		14,537,307		88.93	—		—		—		—		—
2015	366,357		26,117,288		71.29		29,743,596		81.19	—		—		—		—		—
2016	1,072,586		89,935,135		83.85		96,967,738		90.41	—		—		—		—		—
2017	1,441,969		125,150,355		86.79		134,690,541		93.41	—		—		—		—		—
2018	165,376		20,711,507		125.24		22,380,037		135.33	—		—		—		—		—
Thereafter	3,475,947		255,958,150		73.64		317,408,593		91.32	—		—		—		—		—

	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
2009	3,901	$	435,670	$	111.68	$	435,670	$	111.68	233,802	$	17,870,881	$	76.44	$	20,119,489	$	86.05
2010	6,988		1,881,935		269.31		1,881,935		269.31	500,241		35,380,620		70.73		35,506,449		70.98
2011	16,130		1,643,016		101.86		1,705,295		105.72	258,590		22,619,982		87.47		22,816,599		88.23
2012	73,815		7,642,965		103.54		7,532,906		102.05	653,763		49,989,035		76.46		50,435,656		77.15
2013	1,682		174,490		103.74		192,434		114.41	113,903		10,879,329		95.51		10,916,345		95.84
2014	11,368		1,283,345		112.89		1,474,396		129.70	174,830		15,241,666		87.18		16,011,703		91.58
2015	5,500		1,346,183		244.76		2,346,183		426.58	371,857		27,463,471		73.85		32,089,779		86.30
2016	91,381		17,783,313		194.61		19,457,558		212.93	1,163,967		107,718,448		92.54		116,425,296		100.02
2017	26,685		2,247,795		84.23		2,401,654		90.00	1,468,654		127,398,149		86.74		137,092,195		93.35
2018	877		87,700		100.00		114,429		130.48	166,253		20,799,207		125.11		22,494,466		135.30
Thereafter	83,193		11,384,610		136.85		15,133,548		181.91	3,559,140		267,342,760		75.11		332,542,141		93.43

(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 data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Fourth 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 2009	33,927	$	2,316,220	$	68.27	$	4,554,475	$	134.24	—	$	—	$	—	$	—	$	—
Q2 2009	69,835		4,802,247		68.77		4,807,536		68.84	—		—		—		—		—
Q3 2009	83,441		6,698,131		80.27		6,698,131		80.27	—		—		—		—		—
Q4 2009	42,698		3,618,613		84.75		3,623,676		84.87	—		—		—		—		—

Total 2009	229,901	$	17,435,211	$	75.84	$	19,683,819	$	85.62	—	$	—	$	—	$	—	$	—


Q1 2010	206,301	$	13,680,843	$	66.31	$	13,680,843	$	66.31	—	$	—	$	—	$	—	$	—
Q2 2010	117,511		6,118,954		52.07		6,217,720		52.91	—		—		—		—		—
Q3 2010	78,271		5,483,912		70.06		5,488,389		70.12	—		—		—		—		—
Q4 2010	91,170		8,214,976		90.11		8,237,562		90.35	—		—		—		—		—

Total 2010	493,253	$	33,498,684	$	67.91	$	33,624,514	$	68.17	—	$	—	$	—	$	—	$	—


	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 2009	658	$	52,101	$	79.18	$	52,101	$	79.18	34,585	$	2,368,321	$	68.48	$	4,606,576	$	133.20
Q2 2009	3,000		287,446		95.82		287,446		95.82	72,835		5,089,692		69.88		5,094,981		69.95
Q3 2009	—		—		—		—		—	83,441		6,698,131		80.27		6,698,131		80.27
Q4 2009	243		96,123		395.57		96,123		395.57	42,941		3,714,736		86.51		3,719,800		86.63

Total 2009	3,901	$	435,670	$	111.68	$	435,670	$	111.68	233,802	$	17,870,881	$	76.44	$	20,119,489	$	86.05


Q1 2010	6,988	$	1,881,935	$	269.31	$	1,881,935	$	269.31	213,289	$	15,562,778	$	72.97	$	15,562,778	$	72.97
Q2 2010	—		—		—		—		—	117,511		6,118,954		52.07		6,217,720		52.91
Q3 2010	—		—		—		—		—	78,271		5,483,912		70.06		5,488,389		70.12
Q4 2010	—		—		—		—		—	91,170		8,214,976		90.11		8,237,562		90.35

Total 2010	6,988	$	1,881,935	$	269.31	$	1,881,935	$	269.31	500,241	$	35,380,620	$	70.73	$	35,506,449	$	70.98

(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 data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Fourth 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
2009	129,265	$	4,521,679	$	34.98	$	4,574,644	$	35.39	—	$	—	$	—	$	—	$	—
2010	138,628		4,998,149		36.05		5,013,083		36.16	—		—		—		—		—
2011	445,354		15,375,934		34.53		15,595,400		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	690,601		21,765,942		31.52		23,559,281		34.11	—		—		—		—		—
2015	154,152		4,584,709		29.74		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	—		—		—		—		—
2018	—		—		—		—		—	—		—		—		—		—
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
2009	—	$	—	$	—	$	—	$	—	129,265	$	4,521,679	$	34.98	$	4,574,644	$	35.39
2010	—		—		—		—		—	138,628		4,998,149		36.05		5,013,083		36.16
2011	—		—		—		—		—	445,354		15,375,934		34.53		15,595,400		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	—		—		—		—		—	690,601		21,765,942		31.52		23,559,281		34.11
2015	—		—		—		—		—	154,152		4,584,709		29.74		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
2018	—		—		—		—		—	—		—		—		—		—
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 data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Fourth 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 2009	41,982	$	1,410,701	$	33.60	$	1,410,701	$	33.60	—	$	—	$	—	$	—	$	—
Q2 2009	4,585		161,849		35.30		161,849		35.30	—		—		—		—		—
Q3 2009	24,797		891,425		35.95		891,425		35.95	—		—		—		—		—
Q4 2009	57,901		2,057,704		35.54		2,110,669		36.45	—		—		—		—		—

Total 2009	129,265	$	4,521,679	$	34.98	$	4,574,644	$	35.39	—	$	—	$	—	$	—	$	—


Q1 2010	8,193	$	314,884	$	38.43	$	318,981	$	38.93	—	$	—	$	—	$	—	$	—
Q2 2010	11,901		370,232		31.11		379,948		31.93	—		—		—		—		—
Q3 2010	5,260		189,232		35.98		190,353		36.19	—		—		—		—		—
Q4 2010	113,274		4,123,801		36.41		4,123,801		36.41	—		—		—		—		—

Total 2010	138,628	$	4,998,149	$	36.05	$	5,013,083	$	36.16	—	$	—	$	—	$	—	$	—


	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 2009	—	$	—	$	—	$	—	$	—	41,982	$	1,410,701	$	33.60	$	1,410,701	$	33.60
Q2 2009	—		—		—		—		—	4,585		161,849		35.30		161,849		35.30
Q3 2009	—		—		—		—		—	24,797		891,425		35.95		891,425		35.95
Q4 2009	—		—		—		—		—	57,901		2,057,704		35.54		2,110,669		36.45

Total 2009	—	$	—	$	—	$	—	$	—	129,265	$	4,521,679	$	34.98	$	4,574,644	$	35.39


Q1 2010	—	$	—	$	—	$	—	$	—	8,193	$	314,884	$	38.43	$	318,981	$	38.93
Q2 2010	—		—		—		—		—	11,901		370,232		31.11		379,948		31.93
Q3 2010	—		—		—		—		—	5,260		189,232		35.98		190,353		36.19
Q4 2010	—		—		—		—		—	113,274		4,123,801		36.41		4,123,801		36.41

Total 2010	—	$	—	$	—	$	—	$	—	138,628	$	4,998,149	$	36.05	$	5,013,083	$	36.16

(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 data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Fourth 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
2009	201,667	$	10,356,076	$	51.35	$	9,850,242	$	48.84	341,727	$	13,176,521	$	38.56	$	13,234,593	$	38.73
2010	232,928		10,287,322		44.17		10,937,233		46.96	361,454		18,392,084		50.88		18,832,245		52.10
2011	762,277		43,354,876		56.88		44,694,615		58.63	150,425		8,337,432		55.43		8,638,868		57.43
2012	431,199		20,297,426		47.07		20,393,048		47.29	169,638		7,363,956		43.41		7,475,351		44.07
2013	297,208		16,679,669		56.12		18,049,454		60.73	245,179		7,613,205		31.05		7,791,740		31.78
2014	529,243		24,837,322		46.93		25,012,399		47.26	72,018		3,541,092		49.17		4,056,534		56.33
2015	268,803		14,322,016		53.28		15,333,826		57.04	337,833		18,526,211		54.84		20,822,887		61.64
2016	296,421		22,284,958		75.18		22,939,771		77.39	57,782		2,716,273		47.01		3,170,178		54.86
2017	217,082		12,356,110		56.92		15,153,513		69.81	753,605		40,374,344		53.57		44,317,492		58.81
2018	178,454		7,793,702		43.67		8,159,720		45.72	51,018		3,164,231		62.02		3,727,652		73.07
Thereafter	1,098,511		46,098,672		41.96		73,545,231		66.95	1,342,779		67,185,914		50.03		88,931,399		66.23

	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
2009	233,802	$	17,870,881	$	76.44	$	20,119,489	$	86.05	170,658	$	8,459,990	$	49.57	$	8,463,553	$	49.59
2010	500,241		35,380,620		70.73		35,506,449		70.98	192,012		10,707,477		55.76		10,849,798		56.51
2011	258,590		22,619,982		87.47		22,816,599		88.23	313,309		24,291,378		77.53		24,541,411		78.33
2012	653,763		49,989,035		76.46		50,435,656		77.15	265,533		14,683,841		55.30		15,474,156		58.28
2013	113,903		10,879,329		95.51		10,916,345		95.84	224,928		10,855,227		48.26		11,401,697		50.69
2014	174,830		15,241,666		87.18		16,011,703		91.58	223,413		10,318,068		46.18		10,965,007		49.08
2015	371,857		27,463,471		73.85		32,089,779		86.30	167,668		7,752,926		46.24		8,379,449		49.98
2016	1,163,967		107,718,448		92.54		116,425,296		100.02	843,392		35,835,570		42.49		38,235,226		45.34
2017	1,468,654		127,398,149		86.74		137,092,195		93.35	183,332		8,571,570		46.75		9,268,631		50.56
2018	166,253		20,799,207		125.11		22,494,466		135.30	75,187		4,359,464		57.98		4,900,084		65.17
Thereafter	3,559,140		267,342,760		75.11		332,542,141		93.43	490,420		26,172,452		53.37		29,544,854		60.24

	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
2009	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
2010	—		—		—		—		—	—		—		—		—		—
2011	—		—		—		—		—	—		—		—		—		—
2012	—		—		—		—		—	—		—		—		—		—
2013	—		—		—		—		—	—		—		—		—		—
2014	—		—		—		—		—	—		—		—		—		—
2015	—		—		—		—		—	—		—		—		—		—
2016	—		—		—		—		—	—		—		—		—		—
2017	—		—		—		—		—	—		—		—		—		—
2018	—		—		—		—		—	—		—		—		—		—
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 data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Fourth 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
2009	573,099	$	19,071,785	$	33.28	$	18,847,391	$	32.89	568,169	$	17,248,519	$	30.36	$	17,266,561	$	30.39
2010	580,464		17,829,802		30.72		18,560,074		31.97	612,142		19,199,270		31.36		19,546,444		31.93
2011	503,055		14,485,996		28.80		14,777,981		29.38	712,051		24,050,003		33.78		25,217,026		35.41
2012	789,318		24,186,195		30.64		25,522,901		32.34	782,123		30,661,719		39.20		32,290,642		41.29
2013	172,596		4,713,705		27.31		5,367,529		31.10	120,722		3,929,040		32.55		4,246,748		35.18
2014	169,277		4,506,599		26.62		4,872,255		28.78	622,003		18,901,840		30.39		20,982,475		33.73
2015	89,714		2,925,252		32.61		3,385,198		37.73	282,430		9,002,814		31.88		10,473,427		37.08
2016	214,824		6,666,536		31.03		7,464,852		34.75	147,489		4,953,595		33.59		6,123,189		41.52
2017	145,556		4,798,950		32.97		5,505,574		37.82	76,044		3,412,209		44.87		4,195,621		55.17
2018	2,291		62,983		27.49		67,565		29.49	250,107		10,053,953		40.20		13,955,179		55.80
Thereafter	502,579		16,672,665		33.17		17,229,689		34.28	849,309		29,113,947		57.93		35,255,897		41.51

	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
2009	—	$	—	$	—	$	—	$	—	77,034	$	2,312,496	$	30.02	$	2,314,014	$	30.04
2010	—		—		—		—		—	588,525		8,999,264		15.29		9,547,969		16.22
2011	—		—		—		—		—	92,764		1,963,042		21.16		2,162,234		23.31
2012	—		—		—		—		—	26,841		882,781		32.89		970,754		36.17
2013	—		—		—		—		—	35,957		861,359		23.96		1,012,661		28.16
2014	—		—		—		—		—	256,302		8,601,368		33.56		9,339,517		36.44
2015	—		—		—		—		—	221,962		6,985,225		31.47		8,162,001		36.77
2016	—		—		—		—		—	128,388		3,083,631		24.02		3,657,712		28.49
2017	—		—		—		—		—	—		—		—		—		—
2018	—		—		—		—		—	—		—		—		—		—
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
2009	129,265	$	4,521,679	$	34.98	$	4,574,644	$	35.39	—	$	—	$	—	$	—	$	—
2010	138,628		4,998,149		36.05		5,013,083		36.16	—		—		—		—		—
2011	445,354		15,375,934		34.53		15,595,400		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	690,601		21,765,942		31.52		23,559,281		34.11	—		—		—		—		—
2015	154,152		4,584,709		29.74		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	—		—		—		—		—
2018	—		—		—		—		—	—		—		—		—		—
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 data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Fourth Quarter 2008

HOTEL PERFORMANCE

Cambridge Center Marriott


	Fourth Quarter 2008			Fourth Quarter 2007			Percent Change		Year to Date 2008			Year To Date 2007			Percent Change
Occupancy		74.6	%		78.0	%	-4.4	%		77.7	%		80.0	%	-2.9	%

Average Daily Rate	$	230.67		$	244.55		-5.7	%	$	217.70		$	217.23		0.2	%

Revenue per available room	$	172.15		$	190.69		-9.7	%	$	169.08		$	173.80		-2.7	%

*OCCUPANCY ANALYSIS*
*Same Property Occupancy⁽¹⁾ - By Location*
	CBD						Suburban					Total
Location	31-Dec-08			31-Dec-07			31-Dec-08		31-Dec-07			31-Dec-08			31-Dec-07
Greater Boston		96.5	%		98.7	%	88.1	%		86.9	%		92.7	%	93.3	%
Greater Washington		99.9	%		98.8	%	97.1	%		99.3	%		98.3	%	99.1	%
Midtown Manhattan		98.5	%		99.5	%	n/a			n/a			98.5	%	99.5	%
Princeton/East Brunswick, NJ		n/a			n/a		83.8	%		83.3	%		83.8	%	83.3	%
Greater San Francisco		91.5	%		89.3	%	98.7	%		99.6	%		93.5	%	92.1	%

Total Portfolio		96.8	%		97.1	%	91.8	%		92.2	%		94.7	%	95.1	%


*Same Property Occupancy⁽¹⁾ - - By Type of Property*

	CBD						Suburban					Total
	31-Dec-08			31-Dec-07			31-Dec-08		31-Dec-07			31-Dec-08			31-Dec-07
Total Office Portfolio		96.8	%		97.0	%	93.6	%		93.4	%		95.5	%	95.6	%
Total Office/Technical Portfolio		100.0	%		100.0	%	77.9	%		83.0	%		81.9	%	86.1	%

Total Portfolio		96.8	%		97.1	%	91.8	%		92.2	%		94.7	%	95.1	%

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

Boston Properties, Inc.

Fourth 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	27,835,806			1,659,294			330,400			29,825,500
Percent of in-service properties	84.9	%		100.0	%		100.0	%		85.8	%
Occupancy @ 12/31/2007	95.6	%		86.1	%		—			95.1	%
Occupancy @ 12/31/2008	95.5	%		81.9	%		—			94.7	%
Percent change from 4th quarter 2008 over 4th quarter 2007 (2):
Rental revenue	3.5	%		14.6	%		-7.3	%
Operating expenses and real estate taxes	4.4	%		22.2	%		-2.4	%
Consolidated Net Operating Income (3) - excluding hotel										3.4	%(2)
Consolidated Net Operating Income (3) - Hotel										-18.5	%(2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (3) (4)										-2.3	%(2)
Portfolio Net Operating Income (3)										2.8	%

Rental revenue - cash basis	4.3	%		12.6	%		-7.3	%
Consolidated Net Operating Income (3) - cash basis (4) excluding hotel	4.2	%		9.0	%					4.3	%(2)
Consolidated Net Operating Income (3) - cash basis (4) - Hotel										-18.5	%(2)
Net Operating Income - cash basis (4) - BXP’s share of unconsolidated joint ventures										-0.3	%(2)
Portfolio Net Operating Income (3) - cash basis (4)										3.8	%

*Same Property Lease Analysis - quarter ended December 31, 2008*

			Office			Office/Technical			Total
Vacant space available @ 10/1/2008 (sf)				1,255,949			300,275			1,556,224
Square footage of leases expiring or terminated 10/1/2008-12/31/2008				612,811			—			612,811

Total space for lease (sf)				1,868,760			300,275			2,169,035

New tenants (sf)				458,862			—			458,862
Renewals (sf)				158,171			—			158,171

Total space leased (sf)				617,033			—			617,033

Space available @ 12/31/2008 (sf)				1,251,727			300,275			1,552,002

Net (increase)/decrease in available space (sf)				4,222			—			4,222
2nd generation Average lease term (months)				81			—			81
2nd generation Average free rent (days)				111			—			111
2nd generation TI/Comm PSF			$	28.51		$	—		$	28.51
Increase (decrease) in 2nd generation gross rents (5)				25.87	%		0.00	%		25.87	%
Increase (decrease) in 2nd generation net rents (5)				38.12	%		0.00	%		38.12	%

(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.

(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 587,746 square feet.

Boston Properties, Inc.

Fourth Quarter 2008

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	12/31/2008			12/31/2007
	*(in thousands)*
Net income (loss) available to common shareholders	$	(91,552	)	$	123,790
Gains on sales of real estate from discontinued operations, net of minority interest		—			(46,426	)
Income from discontinued operations, net of minority interest		—			(862	)
Gains on sales of real estate, net of minority interest		(1,667	)		—
Minority interest in Operating Partnership		(14,174	)		23,181
(Income) loss from unconsolidated joint ventures		187,559			(805	)
Minority interest in property partnership		427			84

Income before minority interest in property partnership, income (loss) from unconsolidated joint ventures, minority interest in Operating Partnership, gains on sales of real estate and discontinued operations		80,593			98,962

Add:
Losses from investments in securities		2,631			609
Net derivative losses		7,172			—
Depreciation and amortization		79,766			71,421
Interest expense		71,261			68,289
General and administrative expense		16,552			16,594

Subtract:
Interest and other income		(879	)		(22,041	)
Development and management services income		(9,024	)		(5,378	)

Consolidated Net Operating Income	$	248,072		$	228,456
Net Operating Income from unconsolidated joint ventures (BXP’s share) (1)		61,757			5,424

Combined Net Operating Income	$	309,829		$	233,880
Subtract:

Net Operating Income from Value-Added Fund (BXP’s share)		(1,328	)		(261	)

Portfolio Net Operating Income		308,501			233,619


Same Property Net Operating Income	$	234,216		$	227,761

Net operating income from non Same Properties (2)		66,308			2,976
Termination income		7,977			2,882

Portfolio Net Operating Income	$	308,501		$	233,619

Same Property Net Operating Income	$	234,216		$	227,761
Less straight-line rent and fair value lease revenue		8,394			10,208

Same Property Net Operating Income - cash basis	$	225,822		$	217,553

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

(2)	Pages 21-23 indicate by footnote the properties which are not included as part of Same Property Net Operating Income.

Boston Properties, Inc.

Fourth 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
	31-Dec-08			31-Dec-07		$ Change			% Change		31-Dec-08			31-Dec-07			$ Change			% Change
Rental Revenue	$	341,246		$	325,047						$	12,068		$	10,547
Less Termination Income		7,713			2,862							—			19

Rental revenue - subtotal		333,533			322,185		11,348		3.5	%		12,068			10,528			1,540		14.6	%
Operating expenses and real estate taxes		116,293			111,357		4,936		4.4	%		3,448			2,822			626		22.2	%

Net Operating Income (1)	$	217,240		$	210,828	$	6,412		3.0	%	$	8,620		$	7,706		$	914		11.9	%

Rental revenue - subtotal	$	333,533		$	322,185						$	12,068		$	10,528
Less straight line rent and fair value lease revenue		7,884			9,846		(1,962	)	-19.9	%		590			336			254		75.6	%

Rental revenue - cash basis		325,649			312,339		13,310		4.3	%		11,478			10,192			1,286		12.6	%
Less:
Operating expenses and real estate taxes		116,293			111,357		4,936		4.4	%		3,448			2,822			626		22.2	%

Net Operating Income (2) - cash basis	$	209,356		$	200,982	$	8,374		4.2	%	$	8,030		$	7,370		$	660		9.0	%


	Sub-Total										Hotel
	For the three months ended					$ Change			% Change		For the three months ended						$ Change			% Change
	31-Dec-08			31-Dec-07		$ Change			% Change		31-Dec-08			31-Dec-07			$ Change			% Change
Rental Revenue	$	353,314		$	335,594						$	12,158		$	13,121
Less Termination Income		7,713			2,881							—			—

Rental revenue - subtotal		345,601			332,713		12,888		3.9	%		12,158			13,121		$	(963	)	-7.3	%
Operating expenses and real estate taxes		119,741			114,179		5,562		4.9	%		8,846			9,059			(213	)	-2.4	%

Net Operating Income (1)	$	225,860		$	218,534	$	7,326		3.4	%	$	3,312		$	4,062		$	(750	)	-18.5	%

Rental revenue - subtotal	$	345,601		$	332,713						$	12,158		$	13,121
Less straight line rent and fair value lease revenue		8,474			10,182		(1,708	)	-16.8	%			(1)			(1)		—		0.0	%

Rental revenue - cash basis		337,127			322,531		14,596		4.5	%		12,159			13,122			(963	)	-7.3	%
Less:
Operating expenses and real estate taxes		119,741			114,179		5,562		4.9	%		8,846			9,059			(213	)	-2.4	%

Net Operating Income (2) - cash basis	$	217,386		$	208,352	$	9,034		4.3	%	$	3,313		$	4,063		$	(750	)	-18.5	%


	Unconsolidated Joint Ventures (3)										Total
	For the three months ended					$ Change			% Change		For the three months ended						$ Change			% Change
	31-Dec-08			31-Dec-07		$ Change			% Change		31-Dec-08			31-Dec-07			$ Change			% Change
Rental Revenue	$	8,886		$	8,825						$	374,358		$	357,540
Less Termination Income		1			1							7,714			2,882

Rental revenue - subtotal		8,885			8,824	$	61		0.7	%		366,644			354,658			11,986		3.4	%
Operating expenses and real estate taxes		3,841			3,659		182		5.0	%		132,428			126,897			5,531		4.4	%

Net Operating Income (1)	$	5,044		$	5,165	$	(121	)	-2.3	%	$	234,216		$	227,761		$	6,455		2.8	%

Rental revenue - subtotal	$	8,885		$	8,824						$	366,644		$	354,658
Less straight line rent and fair value lease revenue		(79	)		27		(106	)	-392.6	%		8,394			10,208			(1,814	)	-17.8	%

Rental revenue - cash basis		8,964			8,797		167		1.9	%		358,250			344,450			13,800		4.0	%
Less:
Operating expenses and real estate taxes		3,841			3,659		182		5.0	%		132,428			126,897			5,531		4.4	%

Net Operating Income (2) - cash basis	$	5,123		$	5,138	$	(15	)	-0.3	%	$	225,822		$	217,553		$	8,269		3.8	%

(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.

Fourth Quarter 2008

LEASING ACTIVITY

All In-Service Properties - quarter ended December 31, 2008


	Office			Office/Technical			Total
Vacant space available @ 10/1/2008 (sf)		1,356,737			300,275			1,657,012
Property dispositions/ assets taken out of service (sf)		—			—			—
Property acquisitions/ assets placed in-service (sf)		227,606			—			227,606
Leases expiring or terminated 10/1/2008-12/31/2008 (sf)		672,793			—			672,793

Total space for lease (sf)		2,257,136			300,275			2,557,411

New tenants (sf)		484,653			—			484,653
Renewals (sf)		189,567			—			189,567

Total space leased (sf)		674,220			—			674,220	(1)

Space available @ 12/31/2008 (sf)		1,582,916			300,275			1,883,191

Net (increase)/decrease in available space (sf)		(226,179	)		—			(226,179	)
2nd generation Average lease term (months)		81			—			81
2nd generation Average free rent (days)		106			—			106
2nd generation TI/Comm PSF	$	28.84		$	—		$	28.84
Increase (decrease) in 2nd generation gross rents (2)		26.23	%		0.00	%		26.23	%
Increase (decrease) in 2nd generation net rents (3)		38.87	%		0.00	%		38.87	%


	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	—	257,571	6.73	%	10.78	%	257,571	785,629
Washington	—	32,897	1.50	%	2.30	%	32,897	513,362
New York	—	242,823	43.63	%	61.27	%	242,823	240,892
San Francisco	—	128,776	9.62	%	14.17	%	128,776	122,417
Princeton	—	12,153	-6.33	%	-10.03	%	12,153	54,293

	—	674,220	26.23	%	38.87	%	674,220	1,716,593

(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 644,933.

(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 644,933.

(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.

Fourth Quarter 2008

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q4 2008		Q3 2008		Q2 2008		Q1 2008			2007		2006			2005
Recurring capital expenditures	$	12,158	$	8,252	$	5,075	$	4,296		$	36,599	$	25,718		$	22,369

Planned non-recurring capital expenditures associated with acquisition properties		1,072		1,472		644		15			1,490		3,869			2,957

Hotel improvements, equipment upgrades and replacements		589		446		289		993	(1)		1,127		7,969	(2)		4,097

	$	13,819	$	10,170	$	6,008	$	5,304		$	39,216	$	37,556		$	29,423

2nd Generation Tenant Improvements and Leasing Commissions


	Q4 2008		Q3 2008		Q2 2008		Q1 2008		2007		2006		2005
Office
Square feet		674,220		586,405		467,307		744,687		3,201,812		2,972,996		2,749,079

Tenant improvement and lease commissions PSF	$	28.84	$	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	$	28.84	$	29.57	$	22.00	$	35.72	$	24.06	$	28.82	$	28.00

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

(2)	Includes approximately $5,600 of costs related to a room renovation project at Cambridge Center Marriott.

Boston Properties, Inc.

Fourth Quarter 2008

ACQUISITIONS/DISPOSITIONS

as of December 31, 2008

ACQUISITIONS

For the period from January 1, 2008 through December 31, 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	1,770,298		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	284,185		166,254,000		1,197,000			167,451,000	93	%
125 West 55th Street (60% ownership interest)	Aug-08	558,008		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		3,458,766	$	2,518,073,000	$	4,004,000		$	2,522,077,000	98	%

DISPOSITIONS

For the period from January 1, 2008 through December 31, 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	735,728		221,600,000		—
20 F Street Land (4)	Apr-08	—		33,700,000		9,902,000

Total Dispositions		735,728	$	255,300,000	$	33,340,000

(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 December 31, 2008, the master lease obligation totaled approximately $0.9 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.

Fourth Quarter 2008

VALUE CREATION PIPELINE—CONSTRUCTION IN PROGRESS (1)

as of December 31, 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 12/31/2008 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (4)
One Preserve Parkway	Q2 2008	Q4 2009	Rockville, MD	1	183,000	$	47,003,011	$	60,536,931	$	—	$	—	$	13,533,920	20	%
Wisconsin Place (66.67% ownership) (5)	Q2 2009	Q4 2009	Chevy Chase, MD	1	290,000		73,551,223		93,500,000		79,970,501		50,266,106		—	91	%
Democracy Tower (formerly South of Market - Phase II)	Q3 2009	Q3 2009	Reston, VA	1	225,000		58,013,572		87,200,000		65,000,000		30,674,413		—	100	%
701 Carnegie Center	Q4 2009	Q4 2009	Princeton, NJ	1	120,000		16,816,314		34,000,000		—		—		17,183,686	100	%
Weston Corporate Center	Q3 2010	Q3 2010	Weston, MA	1	356,367		34,516,458		150,000,000						115,483,542	100	%
250 West 55th	Q1 2011	Q4 2011	New York, NY	1	1,000,000		425,468,297		980,000,000		—		—		554,531,703	22	%
280 Congress Street (Russia Wharf) (6)	Q1 2011	Q1 2012	Boston, MA	2	815,000		216,658,746		550,000,000		—		—		333,341,254	78	%(8)
2200 Pennsylvania Avenue (7)	Q2 2011	Q2 2012	Washington, DC	2	780,000		36,676,358		380,000,000		—		—		343,323,642	42	%

Total Properties under Construction				10	3,769,367	$	908,703,979	$	2,335,236,931	$	144,970,501	$	80,940,519	$	1,377,397,747	58	%(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 December 31, 2008		Estimated Future Equity Requirement		Percentage Leased


505 9th Street (50% ownership)	Q4 2007	Q1 2008	Washington, D.C.	1	323,000	$	65,046,318	$	65,000,000	$	65,000,000	$	65,000,000	$	—	100	%
77 CityPoint (formerly 77 Fourth Avenue)	Q1 2008	Q4 2008	Waltham, MA	1	210,000		77,246,929		79,707,173		—		—		2,460,244	100	%
South of Market (Phase I)	Q1 2008	Q3 2009	Reston, VA	3	652,000		192,560,598		213,800,000		200,000,000		183,125,450		4,364,852	85	%
Annapolis Junction (50% ownership)	Q4 2008	Q4 2009	Annapolis, MD	1	117,600		26,315,362		32,600,000		22,750,000		19,412,906		2,947,545	14	%

Total Projects Placed in Service				6	1,302,600	$	361,169,207	$	391,107,173	$	287,750,000	$	267,538,356	$	9,772,641	85	%

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	%	$	21.93	N	S	265,000
Waltham Office Center	Route 128 Mass Turnpike MA	3	129,262	53.3	%		20.51	N	S	414,000
6601 Springfield Center Drive	Fairfax County VA	1	26,388	100.0	%		13.63	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	%		15.53	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	70.8	%	$	22.14			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 January 26, 2009.

(5)	Includes approximately $40.3 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.

Fourth Quarter 2008

VALUE CREATION PIPELINE—OWNED LAND PARCELS

as of December 31, 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	700,000
Washington, DC (1)	1.0	450,000
Marlborough, MA	50.0	400,000
Annapolis, MD (50% ownership)	20.0	300,000
Andover, MA	10.0	110,000
New York, NY (50% ownership) (4)	0.2	TBD

	365.1	9,879,000

VALUE CREATION PIPELINE—LAND PURCHASE OPTIONS

as of December 31, 2008


Location	Acreage	Approximate Developable Square Feet
Princeton, NJ (5)	143.1	1,780,000
Cambridge, MA (6)	1.1	370,000

	144.2	2,150,000

(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)	Previously reported as land purchase options, includes four sites, comprised of five lots with air rights. The developable square feet remains to be determined.

(5)	$30.50 per square foot and $125,000 per annum non-refundable payment.

(6)	In accordance with an agreement executed on November 26, 2008, 170,000 square feet of office development was transferred to the Company on January 16, 2009. The Company has the option to purchase an additional 200,000 square feet of residential rights.

Boston Properties, Inc.

Fourth 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 quarterly report on Form 10-Q, as well as other documents filed with or furnished to 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.

FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance. FFO does not represent cash generated from operating activities determined in accordance with GAAP, and is not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to further understand our performance, FFO 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, net derivative losses and impairments, (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; (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.

Fourth 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 because they have deficiencies in property characteristics which provide opportunity to create value. 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, but excludes the impact of the Value-Added Fund. Therefore, we believe Portfolio NOI is a useful measure for evaluating the operating performance of our active portfolio, including both consolidated assets and those held by our unconsolidated joint ventures. Our management also uses Portfolio NOI to evaluateregional 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.” Pages 21-23 indicate by footnote the “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

Michael Walsh

Senior Vice President, Finance

(617) 236-3410

Arista Joyner

Investor Relations Manager

(617) 236-3343

BOSTON PROPERTIES, INC. ANNOUNCES

FOURTH QUARTER 2008 RESULTS;

RECOGNIZES $188.3 MILLION OF NON-CASH IMPAIRMENT CHARGES ON

INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

Reports diluted FFO per share of $0.05 Reports diluted EPS of $(0.76)

BOSTON, MA, January 28, 2009 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the fourth quarter ended December 31, 2008.

Results for the quarter ended December 31, 2008

Funds from Operations (FFO) for the quarter ended December 31, 2008 were $5.9 million, or $0.05 per share basic and $0.05 per share diluted. This compares to FFO for the quarter ended December 31, 2007 of $147.5 million, or $1.24 per share basic and $1.22 per share diluted. FFO for the quarter ended December 31, 2008 includes $(1.33) per share on a diluted basis related to non-cash impairment charges on certain of the Company’s investments in unconsolidated joint ventures, $0.05 per share on a diluted basis related to termination income associated with the Company’s termination of its lease with the law firm of Heller Ehrman LLP and $(0.05) per share on a diluted basis related to the ineffectiveness of certain of the Company’s interest rate hedging contracts. The weighted average number of basic and diluted shares outstanding totaled 120,788,097 and 121,478,453, respectively, for the quarter ended December 31, 2008 and 119,248,503 and 122,338,037, respectively, for the quarter ended December 31, 2007.

In the fourth quarter ended December 31, 2008, the Company recognized non-cash impairment charges aggregating approximately $(188.3) million, or $(1.33) per share diluted, representing the other-than-temporary decline in the fair values below the carrying values of certain of the Company’s investments in unconsolidated joint ventures. In accordance with Accounting Principles Board Opinion No. 18 “The Equity Method of Accounting for Investments in Common Stock” (APB No. 18), a loss in value of an investment under the equity method of accounting, which is other than a temporary decline, must be recognized. As a result, the Company recognized non-cash impairment charges on its investments in 540 Madison Avenue, Two Grand Central Tower, 125 West 55th Street, the Company’s Value-Added Fund and its Eighth Avenue and 46th Street project located in New York City (discussed below).

Net income (loss) available to common shareholders was $(91.6) million for the quarter ended December 31, 2008, compared to $123.8 million for the quarter ended December 31, 2007. Net income (loss) available to common shareholders per share (EPS) for the quarter ended December 31, 2008 was $(0.76) basic and diluted. This compares to EPS for the fourth quarter of 2007 of $1.04 basic and $1.02 on a diluted basis.

Results for the year ended December 31, 2008

FFO for the year ended December 31, 2008 were $423.8 million, or $3.53 per share basic and $3.49 per share diluted. This compares to FFO for the year ended December 31, 2007 of $562.5 million, or $4.73 per share basic and $4.64 per share diluted, after a supplemental adjustment to exclude the loss from early extinguishment of debt associated with the sale of real estate. The loss from early extinguishment of debt associated with the sale of real estate totaled approximately $2.7 million, or $0.02 per share basic and diluted for the year ended December 31, 2007. The weighted average number of basic and diluted shares outstanding totaled 119,979,810 and 122,759,352, respectively, for the year ended December 31, 2008 and 118,838,524 and 122,453,781, respectively, for the year ended December 31, 2007.

Net income available to common shareholders was $125.2 million for the year ended December 31, 2008, compared to $1,324.7 million for the year ended December 31, 2007. Net income available to common shareholders per share (EPS) for the year ended December 31, 2008 was $1.04 basic and $1.03 on a diluted basis. This compares to EPS for the year ended December 31, 2007 of $11.11 basic and $10.94 on a diluted basis. Net income available to common shareholders for the year ended December 31, 2007, includes approximately $1,015.8 million related to gains on sales of real estate and discontinued operations.

The reported results are unaudited and there can be no assurance that the results will not vary from the final information for the quarter and year ended December 31, 2008. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of December 31, 2008, the Company’s portfolio consisted of 147 properties comprising approximately 49.8 million square feet, including 10 properties under construction totaling 3.8 million square feet and one hotel. The overall percentage of leased space for the 136 properties in service as of December 31, 2008 was 94.5%.

Significant events during the fourth quarter included:

•

On October 8, 2008, a joint venture in which the Company has a 50% interest placed in-service Annapolis Junction, a 118,000 net rentable square foot Class A office property located in Annapolis, Maryland. The property is 14% leased.

•

On October 10, 2008, the Company used available cash to repay the mortgage loan collateralized by its Bedford Business Park properties located in Bedford, Massachusetts totaling approximately $16.1 million. There was no prepayment penalty associated with the repayment. The mortgage loan bore interest at a fixed rate of 8.60% per annum and was scheduled to mature on December 10, 2008.

•

On November 13, 2008, the Company closed on an eight-year, $375.0 million mortgage loan collateralized by Four Embarcadero Center located in San Francisco, California. The mortgage loan bears interest at a fixed rate of 6.10% per annum. Under the Company’s interest rate hedging program, the Company will reclassify into earnings over the eight-year term of the loan as an increase in interest expense approximately $26.4 million of the amounts recorded on its consolidated balance sheet within accumulated other comprehensive loss, which amounts represent the effective portion of the applicable interest rate hedging contracts. The Company’s interest rate hedging program also contemplated obtaining additional financing of at least $150.0 million by the end of 2008. In accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended and interpreted, the Company determined that it would be unable to complete the financing by the required date under its hedging program. As a result, the Company has recognized a net derivative loss of approximately $7.2 million representing the ineffectiveness of its remaining interest rate hedging contracts.

•

On November 17, 2008, the Company entered into an agreement to terminate its lease with the law firm of Heller Ehrman LLP at its Times Square Tower property located in New York City and recognized lease termination income of approximately $7.5 million. The Company subsequently entered into a lease with the law firm of Pryor Cashman LLP which now occupies approximately 95,000 net rentable square feet of the Heller Ehrman space through June 2024.

•

On November 26, 2008, the Company entered into a 15-year lease with Biogen Idec, for 100% of a build-to-suit development project with approximately 356,000 net rentable square feet of Class A office space located on land owned by the Company and known as the Corporate Center of Weston in Weston, Massachusetts. The Company expects that the project will be complete and available for occupancy during the third quarter of 2010.

•

On December 1, 2008, the Company placed in-service 77 CityPoint, a 210,000 net rentable square foot Class A office property located in Waltham, Massachusetts. The property is 100% leased.

•

On December 10, 2008, the Company placed in-service South of Market, a 652,000 net rentable square foot Class A office project located in Reston, Virginia. The property is 85% leased.

•

On December 15, 2008, Frederick J. Iseman was appointed to serve as a new independent member of the Company’s Board of Directors. Mr. Iseman is Chairman and Chief Executive Officer of CI Capital Partners LLC, a private equity investment firm which he founded in 1993. In addition, the Board appointed Mr. Iseman to the Compensation Committee effective January 1, 2009.

•

On December 18, 2008, the Company executed a 15-year lease with the law firm of Hunton & Williams LLP for its development project at 2200 Pennsylvania Avenue in Washington, DC. Hunton & Williams will occupy approximately 190,000 square feet out of the approximately 450,000 square feet of office space (approximately 42%). The lease is scheduled to commence in the third quarter of 2011.

•

During the quarter ended December 31, 2008, an unconsolidated joint venture in which the Company has a 50% interest suspended development activity on its Eighth Avenue and 46th Street project located in New York City. The proposed project was comprised of an assemblage of land parcels and air-rights, including contracts to acquire land parcels and air-rights, on which the joint venture was to construct a Class A office property. As a result, the Company recognized a charge totaling approximately $23.2 million, which represented the Company’s share of land and air-rights impairment losses, forfeited contract deposits and previously incurred planning and pre-development costs.

EPS and FFO per Share Guidance:

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


	First Quarter 2009					Full Year 2009
	Low		-	High		Low		-	High
Projected EPS (diluted)	$	0.54	-	$	0.56	$	1.77	-	$	1.97
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.76	-		0.76		3.05	-		3.05
Less:
Projected Company Share of Gains on Sales of Real Estate		0.02	-		0.02		0.07	-		0.07
Projected FFO per Share (diluted)	$	1.28	-	$	1.30	$	4.75	-	$	4.95

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 above includes 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. 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, or possible future impairment charges. 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.

Boston Properties will host a conference call on Thursday, January 29, 2009 at 10:00 AM Eastern Time, open to the general public, to discuss the fourth quarter and full year 2008 results, the 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) 257-7087 (Domestic) or (303) 205-0033 (International); no passcode required. A replay of the conference call will be available through February 5, 2009, by dialing (800) 405-2236 (Domestic) or (303) 590-3000 (International) and entering the passcode 11124985. 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’ fourth 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, dispositions 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, including its guidance for the first quarter 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 December 31,						Year ended December 31,
	2008			2007			2008			2007
	(in thousands, except for per share amounts)
	(unaudited)
Revenue
Rental:
Base rent	$	300,544		$	277,088		$	1,129,215		$	1,084,308
Recoveries from tenants		50,032			46,926			204,732			184,929
Parking and other		17,663			16,845			68,105			64,982

Total rental revenue		368,239			340,859			1,402,052			1,334,219
Hotel revenue		12,158			13,121			36,872			37,811
Development and management services		9,024			5,378			30,518			20,553
Interest and other		879			22,041			18,958			90,315

Total revenue		390,300			381,399			1,488,400			1,482,898

Expenses
Operating:
Rental		123,479			116,465			488,030			455,840
Hotel		8,846			9,059			27,510			27,765
General and administrative		16,552			16,594			72,365			69,882
Interest		71,261			68,289			271,972			285,887
Depreciation and amortization		79,766			71,421			304,147			286,030
Net derivative losses		7,172			—			17,021			—
Losses from investments in securities		2,631			609			4,604			609
Losses from early extinguishments of debt		—			—			—			3,417

Total expenses		309,707			282,437			1,185,649			1,129,430

Income before minority interests in property partnerships, income (loss) from unconsolidated joint ventures, minority interest in Operating Partnership, gains on sales of real estate and discontinued operations		80,593			98,962			302,751			353,468
Minority interests in property partnerships		(427	)		(84	)		(1,997	)		(84	)
Income (loss) from unconsolidated joint ventures		(187,559	)		805			(182,018	)		20,428

Income (loss) before minority interest in Operating Partnership, gains on sales of real estate and discontinued operations		(107,393	)		99,683			118,736			373,812
Minority interest in Operating Partnership		14,174			(23,181	)		(22,006	)		(64,916	)

Income (loss) before gains on sales of real estate and discontinued operations		(93,219	)		76,502			96,730			308,896
Gains on sales of real estate, net of minority interest		1,667			—			28,502			789,238

Income (loss) before discontinued operations		(91,552	)		76,502			125,232			1,098,134
Discontinued operations:
Income from discontinued operations, net of minority interest		—			862			—			6,206
Gains on sales of real estate from discontinued operations, net of minority interest		—			46,426			—			220,350

Net income (loss) available to common shareholders	$	(91,552	)	$	123,790		$	125,232		$	1,324,690

Basic earnings per common share:
Income (loss) available to common shareholders before discontinued operations	$	(0.76	)	$	0.64		$	1.04		$	9.20
Discontinued operations, net of minority interest		—			0.40			—			1.91

Net income (loss) available to common shareholders	$	(0.76	)	$	1.04		$	1.04		$	11.11

Weighted average number of common shares outstanding		120,788			119,249			119,980			118,839

Diluted earnings per common share:
Income (loss) available to common shareholders before discontinued operations	$	(0.76	)	$	0.63		$	1.03		$	9.06
Discontinued operations, net of minority interest		—			0.39			—			1.88

Net income (loss) available to common shareholders	$	(0.76	)	$	1.02		$	1.03		$	10.94

Weighted average number of common and common equivalent shares outstanding		120,788			120,878			121,299			120,780

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS


	December 31, 2008			December 31, 2007
	(in thousands, except for share amounts) (unaudited)
ASSETS
Real estate	$	9,560,049		$	9,077,528
Real estate held for sale, net		—			221,606
Construction in progress		829,995			700,762
Land held for future development		228,300			249,999
Less: accumulated depreciation		(1,768,785	)		(1,531,707	)

Total real estate		8,849,559			8,718,188
Cash and cash equivalents		241,510			1,506,921
Cash held in escrows		21,970			186,839
Marketable securities		11,590			22,584
Tenant and other receivables, net of allowance for doubtful accounts of $4,006 and $1,901, respectively		68,743			58,074
Note receivable		270,000			—
Accrued rental income, net of allowance of $15,440 and $829, respectively		316,711			300,594
Deferred charges, net		326,401			287,199
Prepaid expenses and other assets		22,401			30,566
Investments in unconsolidated joint ventures		782,760			81,672

Total assets	$	10,911,645		$	11,192,637


LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Mortgage notes payable	$	2,660,642		$	2,726,127
Unsecured senior notes, net of discount		1,472,375			1,471,913
Unsecured exchangeable senior notes, net of discount		2,038,899			1,294,126
Unsecured line of credit		100,000			—
Accounts payable and accrued expenses		171,791			145,692
Dividends and distributions payable		97,162			944,870
Accrued interest payable		67,132			54,487
Other liabilities		173,750			232,705

Total liabilities		6,781,751			6,869,920

Commitments and contingencies		—			—

Minority interests		598,627			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, 121,259,555 and 119,581,385 shares issued and 121,180,655 and 119,502,485 shares outstanding in 2008 and 2007, respectively		1,212			1,195
Additional paid-in capital		3,369,850			3,305,219
Earnings in excess of dividends		192,843			394,324
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(29,916	)		(29,191	)

Total stockholders’ equity		3,531,267			3,668,825

Total liabilities and stockholders’ equity	$	10,911,645		$	11,192,637

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)


	Three months ended December 31,						Year ended December 31,
	2008			2007			2008			2007
	(in thousands, except for per share amounts) (unaudited)
Net income (loss) available to common shareholders	$	(91,552	)	$	123,790		$	125,232		$	1,324,690

Add:
Minority interest in Operating Partnership		(14,174	)		23,181			22,006			64,916
Minority interests in property partnerships		427			84			1,997			84
Less:
Income (loss) from unconsolidated joint ventures		(187,559	)		805			(182,018	)		20,428
Gains on sales of real estate, net of minority interest		1,667			—			28,502			789,238
Income from discontinued operations, net of minority interest		—			862			—			6,206
Gains on sales of real estate from discontinued operations, net of minority interest		—			46,426			—			220,350

Income before minority interests in property partnerships, income (loss) from unconsolidated joint ventures, minority interest in Operating Partnership, gains on sales of real estate and discontinued operations		80,593			98,962			302,751			353,468

Add:
Real estate depreciation and amortization (2)		115,668			73,306			382,600			295,635
Income from discontinued operations		—			1,009			—			7,274
Income (loss) from unconsolidated joint ventures (3)		(187,559	)		805			(182,018	)		4,975
Less:
Minority interests in property partnerships’ share of funds from operations		897			437			3,949			437
Preferred distributions (4)		953			926			3,738			4,266

Funds from operations (FFO)		6,852			172,719			495,646			656,649

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

Funds from operations after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate		6,852			172,719			495,646			659,324

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		982			25,185			71,895			96,808

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	$	5,870		$	147,534		$	423,751		$	562,516

Our percentage share of funds from operations - basic		85.67	%		85.42	%		85.49	%		85.32	%

Weighted average shares outstanding - basic		120,788			119,249			119,980			118,839

FFO per share basic after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate	$	0.05		$	1.24		$	3.53		$	4.73

FFO per share basic	$	0.05		$	1.24		$	3.53		$	4.71

Weighted average shares outstanding - diluted		121,478			122,338			122,759			122,454

FFO per share diluted after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate	$	0.05		$	1.22		$	3.49		$	4.64

FFO per share diluted	$	0.05		$	1.22		$	3.49		$	4.62

(1)

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.

(2)

Real estate depreciation and amortization consists of depreciation and amortization from the Consolidated Statements of Operations of $79,766, $71,421, $304,147 and $286,030, our share of unconsolidated joint venture real estate depreciation and amortization of $36,399, $2,074, $80,303 and $8,247 and depreciation and amortization from discontinued operations of $0, $234, $0 and $2,948, less corporate-related depreciation and amortization of $497, $423, $1,850 and $1,590 for the three months and year ended December 31, 2008 and 2007, respectively.

(3)

Includes non-cash impairment losses aggregating approximately $188.3 million for the three months and year ended December 31, 2008 in accordance with APB No. 18 “The Equity Method of Accounting for Investments in Common Stock.” 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 year ended December 31, 2007.

(4)

Excludes approximately $8.7 million and $5.6 million for the three months and year ended December 31, 2007, respectively, of income allocated to the holders of Series Two Preferred Units to account for their right to participate on an as-converted basis in the special dividend that followed previously completed sales of real estate.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	December 31, 2008		December 31, 2007
Greater Boston	92.9	%	93.3	%
Greater Washington, D.C.	96.1	%	99.1	%
Midtown Manhattan	98.4	%	99.5	%
Princeton/East Brunswick, NJ	83.8	%	83.3	%
Greater San Francisco	92.8	%	91.1	%

Total Portfolio	94.5	%	94.9	%


	% Leased by Type
	December 31, 2008		December 31, 2007
Class A Office Portfolio	95.2	%	95.4	%
Office/Technical Portfolio	81.9	%	86.1	%

Total Portfolio	94.5	%	94.9	%