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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): April 29, 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 April 29, 2009, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of 2009. 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 March 31, 2009.

*99.2		Press release dated April 29, 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: April 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 March 31, 2009.

*99.2		Press release dated April 29, 2009.

*	Filed herewith.

Supplemental Operating and Financial Data for the Quarter ended March 31, 2009

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended March 31, 2009

Boston Properties, Inc.

First Quarter 2009

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
Capital Structure		12
Debt Analysis		13-15
Unconsolidated Joint Ventures		16-17
Value-Added Fund		18
Portfolio Overview-Square Footage		19
In-Service Property Listing		20-22
Top 20 Tenants and Tenant Diversification		23
Office Properties-Lease Expiration Roll Out		24
Office/Technical Properties-Lease Expiration Roll Out		25
Retail Properties - Lease Expiration Roll Out		26
Grand Total - Office, Office/Technical, Industrial and Retail Properties		27
Greater Boston Area Lease Expiration Roll Out		28-29
Washington, D.C. Area Lease Expiration Roll Out		30-31
San Francisco Area Lease Expiration Roll Out		32-33
Midtown Manhattan Area Lease Expiration Roll Out		34-35
Princeton Area Lease Expiration Roll Out		36-37
CBD/Suburban Lease Expiration Roll Out		38-39
Hotel Performance and Occupancy Analysis		40
Same Property Performance		41
Reconciliation to Same Property Performance and Net Income		42-43
Leasing Activity		44
Capital Expenditures, Tenant Improvements and Leasing Commissions		45
Acquisitions/Dispositions		46
Value Creation Pipeline - Construction in Progress		47
Value Creation Pipeline - Land Parcels and Purchase Options		48
Definitions		49-50

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.

First Quarter 2009

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 sixteen years with Boston Properties. We believe that our size, management depth, financial strength, reputation, and relationships of key personnel provide a competitive advantage to realize growth through property development and acquisitions. Boston Properties benefits from the reputation and relationships of key personnel, including Mortimer B. Zuckerman, Chairman of our Board of Directors, 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 distinguished members, the majority of which serve as Independent Directors.

Strategy

Boston Properties’ primary business objective is to maximize return on investment in an effort to provide its stockholders with the greatest possible total return. To achieve this objective, the Company maintains a consistent strategy, which includes: concentrating on a few carefully selected markets - characterized by high barriers to the creation of new supply and strong real estate fundamentals - where tenants have demonstrated a preference for high-quality office buildings and other facilities; selectively acquiring assets which increase its penetration in these select markets; taking on complex, technically-challenging projects that leverage the skills of its management team to successfully develop, acquire, and reposition properties; exploring joint-venture opportunities 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 March 31, 2009)


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)		144.1 million
Dividend—Quarter/Annualized		$0.68/$2.72
Dividend Yield		7.76%
Total Combined Market Capitalization		$12.7 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB (Fitch); A- (S&P)

Boston Properties, Inc.

First Quarter 2009

INVESTOR INFORMATION


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

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

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

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

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

		Bryan J. Koop Senior Vice President and Regional Manager of Boston	Arthur S. Flashman Vice President, Controller

Company Information
Corporate Headquarters 800 Boylston Street Suite 1900 Boston, MA 02199 (t) 617.236.3300 (f) 617.236.3311	Trading Symbol BXP Stock Exchange Listing New York Stock Exchange	Investor Relations Boston Properties, Inc. 800 Boylston Street, Suite 1900 Boston, MA 02199 (t) 617.236.3322 (f) 617.236.3311 www.bostonproperties.com	Inquires Inquiries should be directed to Michael Walsh, Senior Vice President, Finance at 617.236.3410 or mwalsh@bostonproperties.com Arista Joyner, Investor Relations Manager at 617.236.3343 or ajoyner@bostonproperties.com

Common Stock Data (NYSE: BXP)

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


	Q1 2009			Q4 2008			Q3 2008			Q2 2008			Q1 2008
High Closing Price	$	55.55		$	89.30		$	104.35		$	105.04		$	98.39
Low Closing Price	$	31.49		$	43.28		$	87.00		$	90.07		$	82.10
Average Closing Price	$	41.40		$	60.92		$	96.41		$	97.79		$	89.38
Closing Price, at the end of the quarter	$	35.03		$	55.00		$	93.66		$	90.22		$	92.07
Dividends per share - annualized	$	2.72		$	2.72		$	2.72		$	2.72		$	2.72
Closing dividend yield - annualized		7.76	%		4.95	%		2.90	%		3.01	%		2.95	%
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding outperformance plan units) (thousands) (1)		144,069			143,497			142,455			142,447			142,182
Closing market value of outstanding shares and units (thousands)	$	5,046,737		$	7,892,335		$	13,342,335		$	12,851,568		$	13,090,697

(1)

For additional detail, see page 12.

Timing

Quarterly results for 2009 will be announced according to the following schedule:


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

Boston Properties, Inc.

First Quarter 2009

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 Citi Investment Research 212.723.1112	Rating Agencies: Janice Svec
			Fitch Ratings
Steve Sakwa / Ian Weissman Bank of America-Merrill Lynch 212.449.0335 / 212.449.6255	Shelia McGrath / Bill Carrier Keefe, Bruyette & Woods 212.887.7793 / 212.887.3810	John Giordano Credit Suisse Securities 212.538.4935	212.908.0304 Karen Nickerson
			Moody’s Investors Service
Ross Smotrich / Jeff Langbaum Barclays Capital 212.526.2306 / 212.526.0971	Jordan Sadler / Craig Mailman KeyBanc Capital Markets 917.368.2280 / 917.368.2316	Mark Streeter J.P. Morgan Securities 212.834.5086	212.553.4924 Linda Phelps
			Standard & Poor’s
Michael Bilerman / Irwin Guzman Citigroup Global Markets 212.816.1383 / 212.816.1685	Nick Pirsos Macquarie Research Equities 212.231.2457	Thierry Perrein / Jason Jones Wachovia 704.715.8455 / 704.715.7932	212.438.3059

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

John Perry Deutsche Bank Securities 212.250.4912	David Rodgers / Mike Carroll RBC Capital Markets 440.715.2647 / 440.715.2649

Wilkes Graham Friedman, Billings, Ramsey 703.312.9737	Alexander Goldfarb Sandler O’Neil Partners 212.466.7937

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

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.

First Quarter 2009

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 49-50.


	Three Months Ended
	31-Mar-09			31-Dec-08			30-Sep-08			30-Jun-08			31-Mar-08
Income Items:
Revenue	$	377,544		$	390,300		$	357,988		$	368,680		$	371,432
Straight-line rent (SFAS 13) (1) (2)	$	16,081		$	15,989		$	(7,216	)	$	11,220		$	13,073
Fair value lease revenue (SFAS 141) (2) (3)	$	24,660		$	27,696		$	25,730		$	7,105		$	1,372
Company share of funds from operations from unconsolidated joint ventures	$	36,473		$	(151,160	)	$	34,312		$	10,827		$	4,305
Lease termination fees (included in revenue) (2)	$	1,179		$	8,149		$	1,438		$	1,509		$	4,005
FSP APB 14-1 interest adjustment (4)	$	9,430		$	9,280		$	7,455		$	5,552		$	5,466
Capitalized interest (4)	$	12,110		$	13,076		$	12,366		$	10,550		$	10,294
Capitalized wages	$	2,375		$	2,988		$	3,036		$	3,012		$	3,211
Operating Margins [(rental revenue - rental expense)/rental revenue] (5)		67.6	%		68.3	%		64.3	%		67.7	%		67.8	%
Impairment losses on investments in unconsolidated joint ventures (6)	$	—		$	188,325		$	—		$	—		$	—
Net income (loss) available to common shareholders	$	44,598		$	(98,063	)	$	43,079		$	75,483		$	84,482
Funds from operations (FFO) available to common shareholders	$	134,847		$	(642	)	$	132,517		$	140,951		$	130,745
FFO per share - diluted	$	1.11		$	(0.01	)	$	1.09		$	1.16		$	1.08
Net income (loss) available to common shareholders per share - basic	$	0.37		$	(0.81	)	$	0.36		$	0.63		$	0.71
Net income (loss) available to common shareholders per share - diluted	$	0.37		$	(0.81	)	$	0.35		$	0.62		$	0.70
Dividends per common share	$	0.68		$	0.68		$	0.68		$	0.68		$	0.68
Funds available for distribution to common shareholders and common unitholders (FAD) (7)	$	129,807		$	135,993		$	132,936		$	141,920		$	120,640

Ratios:
Interest Coverage Ratio (excluding capitalized interest) - cash basis (8)		3.46			3.53			3.46			3.58			3.37
Interest Coverage Ratio (including capitalized interest) - cash basis (8)		2.93			2.95			2.91			3.06			2.91
FFO Payout Ratio		61.26	%		-6800.00	%		62.39	%		58.62	%		62.96	%
FAD Payout Ratio		74.76	%		71.08	%		72.25	%		67.53	%		79.38	%

	31-Mar-09			31-Dec-08			30-Sep-08			30-Jun-08			31-Mar-08
Capitalization:
Common Stock Price @ Quarter End	$	35.03		$	55.00		$	93.66		$	90.22		$	92.07
Equity Value @ Quarter End	$	5,046,737		$	7,892,335		$	13,342,335		$	12,851,568		$	13,090,697
Total Consolidated Debt	$	6,112,800		$	6,092,884		$	5,923,151		$	5,401,101		$	5,419,492
Total Consolidated Market Capitalization	$	11,159,537		$	13,985,219		$	19,265,486		$	18,252,669		$	18,510,189
Total Consolidated Debt/Total Consolidated Market Capitalization (9)		54.78	%		43.57	%		30.74	%		29.59	%		29.28	%

BXP’s Share of Joint Venture Debt	$	1,554,546		$	1,554,508		$	1,552,801		$	1,200,731		$	236,648
Total Combined Debt	$	7,667,346		$	7,647,392		$	7,475,952		$	6,601,832		$	5,656,140
Total Combined Market Capitalization (10)	$	12,714,083		$	15,539,727		$	20,818,287		$	19,453,401		$	18,746,837
Combined Debt/Total Combined Market Capitalization (10) (11)		60.31	%		49.21	%		35.91	%		33.94	%		30.17	%

(1)	During the quarter ended September 30, 2008, the Company established non-cash reserves for the accrued straight-line rent balances associated with the Company’s leases with 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 17.

(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)

The Company adopted the provisions of FASB Staff Position (“FSP”) 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.

(5)

Rental Expense consists of operating expenses and real estate taxes. Amounts are exclusive of the gross up of reimbursable electricity and other amounts totaling $9,311, $9,854, $10,571, $9,860 and $9,180 for the three months ended March 31, 2009, December 31, 2008, September 30, 2008, June 30, 2008 and March 31, 2008, respectively. Operating margins for the three months ended September 30, 2008 are impacted by the establishment of reserves associated with the Company’s leases with Lehman Brothers Inc. and 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.

(6)

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.”

(7)	For a quantitative reconciliation of the differences between FAD and FFO, see page 11.

(8)	For additional detail, see page 11.

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

(10)	For additional detail, see page 12.

(11)	For disclosures related to our definition of Combined Debt to Total Combined Market Capitalization, see page 49.

Boston Properties, Inc.

First Quarter 2009

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	31-Mar-09			31-Dec-08			30-Sep-08			30-Jun-08			31-Mar-08
ASSETS
Real estate	$	9,577,375		$	9,560,924		$	9,435,387		$	9,277,971		$	9,232,176
Development in progress		916,220			835,983			818,085			738,984			622,132
Land held for future development		239,765			228,300			253,891			253,313			266,555
Less accumulated depreciation		(1,835,283	)		(1,768,785	)		(1,710,875	)		(1,647,145	)		(1,589,686	)

Total real estate		8,898,077			8,856,422			8,796,488			8,623,123			8,531,177
Cash and cash equivalents		143,789			241,510			55,597			112,110			794,643
Cash held in escrows		19,420			21,970			34,311			59,644			57,640
Marketable securities		9,408			11,590			16,160			20,372			23,404
Tenant and other receivables, net		69,116			68,743			57,554			42,116			34,580
Note receivable		270,000	(1)		270,000	(1)		270,000	(1)		270,000	(1)		100,000	(2)
Accrued rental income, net		331,237			316,711			316,411			326,149			313,011
Deferred charges, net		301,889			325,369			313,530			305,287			294,002
Prepaid expenses and other assets		47,664			22,401			44,039			26,511			51,357
Investments in unconsolidated joint ventures		781,336			782,760	(3)		973,396			606,696			152,942

Total assets	$	10,871,936		$	10,917,476		$	10,877,486		$	10,392,008		$	10,352,756


LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable (4)	$	2,669,705		$	2,660,642		$	2,282,699		$	2,535,496		$	2,760,620
Unsecured senior notes, net of discount		1,472,495			1,472,375			1,472,258			1,472,141			1,472,027
Unsecured exchangeable senior notes, net of discount		1,870,600			1,859,867			1,849,194			1,193,464			1,186,845
Unsecured line of credit		100,000			100,000			319,000			200,000			—
Accounts payable and accrued expenses		200,269			171,791			164,986			183,192			128,769
Dividends and distributions payable		97,547			97,162			96,491			96,451			105,150
Accrued interest payable		50,329			67,132			48,705			55,979			47,355
Other liabilities		133,662			173,750			167,646			187,104			221,432

Total liabilities		6,594,607			6,602,719			6,400,979			5,923,827			5,922,198


Commitments and contingencies		—			—			—			—			—


Noncontrolling interest (5):
Redeemable preferred units of the Operating Partnership		55,652			55,652			55,652			55,652			55,652


Equity:
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, 121,278,522, 121,180,655, 119,851,868, 119,756,240 and 119,669,070 outstanding, respectively		1,213			1,212			1,199			1,198			1,197
Additional paid-in capital		3,782,588			3,527,576			3,480,952			3,432,663			3,412,555
Earnings in excess of dividends		110,568			192,843			366,482			399,502			401,410
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(29,202	)		(29,916	)		(37,445	)		(41,868	)		(53,091	)

Total stockholders’ equity		3,862,445			3,688,993			3,808,466			3,788,773			3,759,349

Noncontrolling interests (5):
Common units of the Operating Partnership		353,572			563,212			599,096			599,108			589,585
Property partnerships		5,660			6,900			13,293			24,648			25,972

Total equity		4,221,677			4,259,105			4,420,855			4,412,529			4,374,906

Total liabilities and equity	$	10,871,936		$	10,917,476		$	10,877,486		$	10,392,008		$	10,352,756

(1)	The note receivable represents a partner loan from the Company to the joint venture that owns the General Motors Building, see page 16.

(2)

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.

(3)	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.”

(4)

During the first quarter of 2009, the Company adopted the provisions of FASB Staff Position (“FSP”) 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.

(5)

Effective January 1, 2009, the Company adopted Statement of Financial Accounting Standard No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an Amendment of ARB No. 51” (“SFAS No. 160”) and EITF Topic No. D-98 “Classification and Measurement of Redeemable Securities” (Amended), under which noncontrolling interests of the Company (previously known as “minority interests”) are reclassified either as a component of equity or in the mezzanine section of the balance sheet as temporary equity depending on the terms of such noncontrolling interests. Under SFAS No. 160, net income encompasses the total income of all consolidated subsidiaries and there is a separate disclosure of the attribution of that income between controlling and noncontrolling interests. The implementation of this standard had no effect on the Company’s results of operations.

Boston Properties, Inc.

First Quarter 2009

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	31-Mar-09			31-Dec-08			30-Sep-08			30-Jun-08			31-Mar-08
Revenue:
Rental
Base Rent (1)	$	293,517		$	300,544		$	266,205		$	281,072		$	281,394
Recoveries from tenants		52,408			50,032			55,968			49,848			48,884
Parking and other		16,941			17,663			16,624			17,317			16,501

Total rental revenue		362,866			368,239			338,797			348,237			346,779
Hotel revenue		6,062			12,158			8,482			9,708			6,524
Development and management services		8,296			9,024			9,557			6,460			5,477
Interest and other (2)		320			879			1,152			4,275			12,652

Total revenue		377,544			390,300			357,988			368,680			371,432


Expenses:
Operating		70,082			71,890			77,324			71,227			70,369
Real estate taxes		53,779			51,589			50,391			47,876			47,364
Hotel operating		5,472			8,846			6,318			6,449			5,897
General and administrative (2) (3)		17,420			16,552			18,758			17,467			19,588
Interest (4) (5)		78,930			78,862			74,662			69,302			72,496
Depreciation and amortization		77,370			79,766			75,321			74,389			74,671
Loss from suspension of development		27,766			—			—			—			—
Net derivative losses		—			7,172			6,318			(257	)		3,788
Losses from investments in securities (2)		587			2,631			940			160			873

Total expenses		331,406			317,308			310,032			286,613			295,046

Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and income (loss) attributable to noncontrolling interests		46,138			72,992			47,956			82,067			76,386
Income (loss) from unconsolidated joint ventures (6)		5,097			(187,559	)		2,644			1,855			1,042
Gains on sales of real estate		2,795			1,946			1,753			6,203			23,438

Income (loss) before income (loss) attributable to noncontrolling interests		54,030			(112,621	)		52,353			90,125			100,866
Income (loss) attributable to noncontrolling interests (7):
Noncontrolling interests in property partnerships		(510	)		(427	)		(525	)		(420	)		(625	)
Noncontrolling interest - common units of the Operating Partnership (8)		(7,531	)		16,217			(7,562	)		(12,373	)		(11,441	)
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership (8)		(401	)		(279	)		(256	)		(900	)		(3,413	)
Preferred distributions on noncontrolling interest - redeemable preferred units of the Operating Partnership		(990	)		(953	)		(931	)		(949	)		(905	)

Net income (loss) available to common shareholders	$	44,598		$	(98,063	)	$	43,079		$	75,483		$	84,482


INCOME (LOSS) PER SHARE OF COMMON STOCK (EPS)
Net income (loss) available to common shareholders per share - basic	$	0.37		$	(0.81	)	$	0.36		$	0.63		$	0.71

Net income (loss) available to common shareholders per share - diluted	$	0.37		$	(0.81	)	$	0.35		$	0.62		$	0.70

(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 $620, $1,660, $795, $160 and $597, and general and administrative expenses includes $(392), $(1,603), $(770), $(138) and $(657) for the three months ended March 31, 2009, December 31, 2008, September 30, 2008, June 30, 2008 and March 31, 2008, 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 $12,110, $13,076, $12,366, $10,550, and $10,294 for the three months ended March 31, 2009, December 31, 2008, September 30, 2008, June 30, 2008 and March 31, 2008, respectively.

(5)

(6)	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.”

(7)

(8)

Equals noncontrolling interest - common units of the Operating Partnership’s share of 14.34%, 14.33%, 14.58%, 14.51% and 14.56% of income before income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended March 31, 2009, December 31, 2008, September 30, 2008, June 30, 2008 and March 31, 2008, respectively.

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

Boston Properties, Inc.

First Quarter 2009

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	31-Mar-09		31-Dec-08			30-Sep-08		30-Jun-08		31-Mar-08
Net income (loss) available to common shareholders	$	44,598	$	(98,063	)	$	43,079	$	75,483	$	84,482
Add:
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership		401		279			256		900		3,413
Noncontrolling interest - common units of the Operating Partnership		7,531		(16,217	)		7,562		12,373		11,441
Preferred distributions on noncontrolling interest - redeemable preferred units of the Operating Partnership		990		953			931		949		905
Noncontrolling interests in property partnerships		510		427			525		420		625
Less:
Income (loss) from unconsolidated joint ventures		5,097		(187,559	)		2,644		1,855		1,042
Gains on sales of real estate		2,795		1,946			1,753		6,203		23,438

Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and income (loss) attributable to noncontrolling interests		46,138		72,992			47,956		82,067		76,386
Add:
Real estate depreciation and amortization (1)		108,231		115,668			106,475		82,838		77,619
Income (loss) from unconsolidated joint ventures (2)		5,097		(187,559	)		2,644		1,855		1,042
Less:
Noncontrolling interests in property partnerships’ share of funds from operations		1,060		897			1,013		928		1,111
Preferred distributions on noncontrolling interest - redeemable preferred units of the Operating Partnership		990		953			931		949		905

Funds from operations (FFO)		157,416		(749	)		155,131		164,883		153,031
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		22,569		(107	)		22,614		23,932		22,286


FFO available to common shareholders (3)	$	134,847	$	(642	)	$	132,517	$	140,951	$	130,745


FFO per share - basic	$	1.11	$	(0.01	)	$	1.11	$	1.18	$	1.09

Weighted average shares outstanding - basic		121,256		120,788			119,832		119,753		119,536


FFO per share - diluted	$	1.11	$	(0.01	)	$	1.09	$	1.16	$	1.08

Weighted average shares outstanding - diluted		122,929		120,788			122,830		122,776		122,483

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $77,370, $79,766, $75,321, $74,389 and $74,671, our share of unconsolidated joint venture real estate depreciation and amortization of $31,376, $36,399, $31,669, $8,972 and $3,263, less corporate related depreciation of $515, $497, $515, $523 and $315, for the three months ended March 31, 2009, December 31, 2008, September 30, 2008, June 30, 2008 and March 31, 2008, 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.”

(3)	Based on weighted average shares for the quarter. Company’s share for the quarter ended March 31, 2009, December 31, 2008, September 30, 2008, June 30, 2008 and March 31, 2008 was 85.66%, 85.67%, 85.42%, 85.49% and 85.44%, respectively.

Boston Properties, Inc.

First Quarter 2009

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	March 31, 2009				December 31, 2008				September 30, 2008			June 30, 2008			March 31, 2008
	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	$	157,416	$	141,550	$	(749	)	140,993	$	155,131	140,281	$	164,883	140,086	$	153,031	139,911
Effect of Dilutive Securities
Convertible Preferred Units		990		1,461		—		—		931	1,461		949	1,461		905	1,461
Stock Options and Exchangeable Notes		—		212		—		—		—	1,537		—	1,562		—	1,486


Diluted FFO	$	158,406	$	143,223	$	(749	)	140,993	$	156,062	143,279	$	165,832	143,109	$	153,936	142,858

Less:
Noncontrolling interest—common units of the Operating Partnership’s share of diluted funds from operations		22,446		20,294		(107	)	20,205		22,274	20,449		23,562	20,333		21,956	20,375


Company’s share of diluted FFO (1)	$	135,960		122,929	$	(642	)	120,788	$	133,788	122,830	$	142,270	122,776	$	131,980	122,483


FFO per share - basic	$	1.11			$	(0.01	)		$	1.11		$	1.18		$	1.09


FFO per share - diluted	$	1.11			$	(0.01	)		$	1.09		$	1.16		$	1.08

(1)	Based on weighted average diluted shares for the quarter. Company’s share for the quarter ended March 31, 2009, December 31, 2008, September 30, 2008, June 30, 2008 and March 31, 2008 was 85.83%, 85.74%, 85.73%, 85.79% and 85.74%, respectively.

Boston Properties, Inc.

First Quarter 2009

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	31-Mar-09			31-Dec-08			30-Sep-08			30-Jun-08			31-Mar-08
Basic FFO (see page 9)	$	157,416		$	(749	)	$	155,131		$	164,883		$	153,031
2nd generation tenant improvements and leasing commissions		(25,929	)		(19,445	)		(18,278	)		(10,281	)		(26,600	)
Straight-line rent (1) (2)		(16,081	)		(15,989	)		7,216			(11,220	)		(13,073	)
Recurring capital expenditures		(8,814	)		(12,158	)		(8,252	)		(5,075	)		(4,296	)
Fair value interest adjustment (1)		1,490			1,084			375			(627	)		(809	)
FSP APB 14-1 interest adjustment (3)		9,430			9,280			7,455			5,552			5,466
Fair value lease revenue (SFAS 141) (1)		(24,660	)		(27,696	)		(25,730	)		(7,105	)		(1,372	)
Hotel improvements, equipment upgrades and replacements		(662	)		(589	)		(446	)		(289	)		(993	)
Non real estate depreciation		515			497			515			523			315
Stock-based compensation		7,094			5,572			6,471			5,631			5,183
Net derivative losses		—			7,172			6,318			(257	)		3,788
Impairment losses on investments in unconsolidated joint ventures (4)		—			188,325			—			—			—
Loss from suspension of development		27,766			—			—			—			—
Partners’ share of joint venture 2nd generation tenant improvement and leasing commissions		2,242			689			2,161			185			—

Funds available for distribution to common shareholder and common unitholders (FAD)	$	129,807		$	135,993		$	132,936		$	141,920		$	120,640

*Interest Coverage Ratios* *(in thousands, except for ratio amounts)*

	Three Months Ended
	31-Mar-09			31-Dec-08			30-Sep-08			30-Jun-08			31-Mar-08
*Excluding Capitalized Interest*
Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and income (loss) attributable to noncontrolling interests	$	46,138		$	72,992		$	47,956		$	82,067		$	76,386
Interest expense		78,930			78,862			74,662			69,302			72,496
Net derivative losses		—			7,172			6,318			(257	)		3,788
Depreciation and amortization expense		77,370			79,766			75,321			74,389			74,671
Depreciation from joint ventures		31,376			36,399			31,669			8,972			3,263
Income (loss) from unconsolidated joint ventures		5,097			(187,559	)		2,644			1,855			1,042
Impairment losses on investments in unconsolidated joint ventures (4)		—			188,325			—			—			—
Loss from suspension of development		27,766			—			—			—			—
Stock-based compensation		7,094			5,572			6,471			5,631			5,183
Straight-line rent (1) (2)		(16,081	)		(15,989	)		7,216			(11,220	)		(13,073	)
Fair value lease revenue (SFAS 141) (1)		(24,660	)		(27,696	)		(25,730	)		(7,105	)		(1,372	)

Subtotal		233,030			237,844			226,527			223,634			222,384


Interest expense (5) (6)		67,374			67,439			65,460			62,550			66,024

Interest Coverage Ratio		3.46			3.53			3.46			3.58			3.37


*Including Capitalized Interest*
Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and income (loss) attributable to noncontrolling interests	$	46,138		$	72,992		$	47,956		$	82,067		$	76,386
Interest expense		78,930			78,862			74,662			69,302			72,496
Net derivative losses		—			7,172			6,318			(257	)		3,788
Depreciation and amortization expense		77,370			79,766			75,321			74,389			74,671
Depreciation from joint ventures		31,376			36,399			31,669			8,972			3,263
Income (loss) from unconsolidated joint ventures		5,097			(187,559	)		2,644			1,855			1,042
Impairment losses on investments in unconsolidated joint ventures (4)		—			188,325			—			—			—
Loss from suspension of development		27,766			—			—			—			—
Stock-based compensation		7,094			5,572			6,471			5,631			5,183
Straight-line rent (1) (2)		(16,081	)		(15,989	)		7,216			(11,220	)		(13,073	)
Fair value lease revenue (SFAS 141) (1)		(24,660	)		(27,696	)		(25,730	)		(7,105	)		(1,372	)

Subtotal		233,030			237,844			226,527			223,634			222,384

Divided by:
Interest expense (5) (6) (7)		79,484			80,515			77,826			73,100			76,318

Interest Coverage Ratio		2.93			2.95			2.91			3.06			2.91

(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)

(4)	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.”

(5)	Excludes the impact of the FSP APB 14-1 interest adjustment of $9,430, $9,280, $7,455, $5,552 and $5,466 for the three months ended March 31, 2009, December 31, 2008, September 30, 2008, June 30, 2008 and March 31, 2008, respectively.

(6)	Excludes amortization of financing costs of $2,126, $2,143, $1,747, $1,200 and $1,006 for the three months ended March 31, 2009, December 31, 2008, September 30, 2008, June 30, 2008 and March 31, 2008, respectively.

(7)	Interest expense is reported net of capitalized interest of $12,110, $13,076, $12,366, $10,550, and $10,294 for the three months ended March 31, 2009, December 31, 2008, September 30, 2008, June 30, 2008 and March 31, 2008, respectively.

Boston Properties, Inc.

First Quarter 2009

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


	Aggregate Principal March 31, 2009
Mortgage Notes Payable (net of fair value adjustment)	$	2,657,559
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		6,292,559
Fair Value Adjustment on Mortgage Notes Payable		12,146
Discount on Unsecured Senior Notes		(2,505	)
Discount on Unsecured Exchangeable Senior Notes		(19,798	)
FSP APB 14-1 Interest Adjustment (1)		(169,602	)

Total Consolidated Debt	$	6,112,800

Boston Properties Limited Partnership Unsecured Senior Notes


Settlement Date	5/22/2003			3/18/2003			1/17/2003			12/13/2002			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 (negative)			Baa2 (negative)			Baa2 (negative)			Baa2 (negative)
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	$	987		$	178		$	204		$	1,136		$	2,505

Unsecured Senior Notes, net of discount	$	249,013		$	299,822		$	174,796		$	748,864		$	1,472,495


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	%
GAAP Yield		6.744	%		5.630	%		5.958	%					6.097	%
Coupon		3.625	%		2.875	%		3.787	%
Exchange Rate		8.5051	(2)		7.0430	(3)		10.0066	(4)
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	$	6,696		$	13,102		$	—					$	19,798
FSP APB 14-1 Interest Adjustment (1)	$	83,994		$	49,503		$	36,105					$	169,602

Unsecured Senior Exchangeable Notes	$	656,810		$	799,895		$	413,895					$	1,870,600

Equity

(in thousands)


	Shares/Units Outstanding as of 03/31/09	Common Stock Equivalents		Equivalent (5)
Common Stock	121,279	121,279	(6)	$	4,248,403
Common Operating Partnership Units	21,329	21,329	(7)		747,155
Series Two Preferred Operating Partnership Units	1,113	1,461			51,179

Total Equity		144,069		$	5,046,737


Total Consolidated Debt					6,112,800

Total Consolidated Market Capitalization				$	11,159,537


BXP’s share of Joint Venture Debt					1,554,546	(8)
Total Combined Debt (9)					7,667,346

Total Combined Market Capitalization (10)				$	12,714,083

(1)

(2)

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.

(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 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.

(4)

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.

(5)	Value based on March 31, 2009 closing price of $35.03 per share of common stock.

(6)	Includes 73 shares of restricted stock.

(7)	Includes 1,452 long-term incentive plan units, but excludes 1,081 unvested outperformance plan units.

(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 Debt, see page 49.

(10)	For disclosures relating to our definition of Total Combined Market Capitalization, see page 49.

Boston Properties, Inc.

First Quarter 2009

DEBT ANALYSIS (1)

Debt Maturities and Principal Payments

(in thousands)


	2009			2010			2011			2012			2013			Thereafter			Total
Floating Rate Debt
Mortgage Notes Payable	$	185,167		$	37,478		$	79,271		$	—		$	—		$	—		$	301,916
Unsecured Line of Credit		—			100,000			—			—			—			—			100,000

Total Floating Debt	$	185,167		$	137,478		$	79,271		$	—		$	—		$	—		$	401,916

Fixed Rate Debt
Mortgage Notes Payable (net of fair value adjustment)	$	85,261		$	130,815		$	549,115		$	105,059		$	100,436		$	1,384,957		$	2,355,643
Fair Value Adjustment		3,063			3,988			2,605			1,583			632			275			12,146

Mortgage Notes Payable		88,324			134,803			551,720			106,642			101,068			1,385,232			2,367,789

Unsecured Exchangeable Senior Notes, net of discount (2)		—			—			—			849,398			450,000			740,804			2,040,202
FSP APB 14-1 Interest Adjustment (3)											(49,503	)		(36,105	)		(83,994	)		(169,602	)

Unsecured Exchangeable Senior Notes		—			—			—			799,895			413,895			656,810			1,870,600

Unsecured Senior Notes, net of discount		—			—			—			—			923,660			548,835			1,472,495


Total Fixed Debt	$	88,324		$	134,803		$	551,720		$	906,537		$	1,438,623		$	2,590,877		$	5,710,884


Total Consolidated Debt	$	273,491		$	272,281		$	630,991		$	906,537		$	1,438,623		$	2,590,877		$	6,112,800

GAAP Weighted Average Floating Rate Debt		1.71	%		2.49	%		1.98	%		—			—			—			2.03	%
GAAP Weighted Average Fixed Rate Debt		6.35	%		7.83	%		7.02	%		5.64	%		6.22	%		6.06	%		6.17	%

Total GAAP Weighted Average Rate		3.21	%		5.13	%		6.38	%		5.64	%		6.22	%		6.06	%		5.90	%


Total Stated Weighted Average Rate		3.29	%		4.61	%		6.53	%		3.88	%		5.62	%		5.28	%		5.16	%

Unsecured Debt

Unsecured Line of Credit - Matures August 3, 2010 (4)

(in thousands)


	Facility			Outstanding @ 03/31/09			Letters of Credit			Remaining Capacity @ 03/31/09
	$	1,000,000		$	100,000		$	15,765		$	884,235

*Unsecured and Secured Debt Analysis*

	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Unsecured Debt		56.33	%		4.55	%		5.96	%		4.6	years
Secured Debt		43.67	%		5.95	%		5.82	%		5.7	years

Total Consolidated Debt		100.00	%		5.16	%		5.90	%		5.1	years


*Floating and Fixed Rate Debt Analysis*

	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Floating Rate Debt		6.57	%		1.50	%		2.03	%		1.7	years
Fixed Rate Debt		93.43	%		5.42	%		6.17	%		5.3	years

Total Consolidated Debt		100.00	%		5.16	%		5.90	%		5.1	years

(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)

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

Boston Properties, Inc.

First Quarter 2009

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		6,701			9,516			456,633			—			—			—			472,850	(2)
Embarcadero Center Four		—			—			4,520			4,803			5,105			360,572			375,000
South of Market		185,167			—			—			—			—			—			185,167	(3)
505 9th Street		157			1,943			2,057			2,177			2,306			121,360			130,000
Wisconsin Place Office		—			—			79,271			—			—			—			79,271	(4)
One Freedom Square		987			1,407			1,521			65,511			—			—			69,426	(2)
New Dominion Technology Park, Building Two		—			—			—			—			—			63,000			63,000
202, 206 & 214 Carnegie Center		753			56,306			—			—			—			—			57,059
New Dominion Technology Park, Building One		811			1,716			1,846			1,987			2,140			43,278			51,778
140 Kendrick Street		692			985			1,061			1,143			47,889			—			51,770	(2)
Reservoir Place		48,120			—			—			—			—			—			48,120	(2)
1330 Connecticut Avenue		962			1,390			44,796			—			—			—			47,148	(2)
Kingstowne Two and Retail		1,038			1,446			1,535			1,630			1,730			33,056			40,435	(2)
Democracy Tower (formerly South of Market—Phase II)		—			37,478			—			—			—			—			37,478	(5)
10 & 20 Burlington Mall Rd & 91 Hartwell		836			1,069			32,524			—			—			—			34,429
10 Cambridge Center		694			29,677			—			—			—			—			30,371
Sumner Square		565			804			865			930			22,896			—			26,060
Montvale Center		—			—			—			25,000			—			—			25,000
Eight Cambridge Center		619			22,911			—			—			—			—			23,530
1301 New York Avenue		21,160			—			—			—			—			—			21,160
Kingstowne One		415			582			618			657			17,062			—			19,334	(2)
University Place		751			1,063			1,139			1,221			1,308			13,691			19,173

		270,428			168,293			628,386			105,059			100,436			1,384,957			2,657,559


Fair Value Adjustment		3,063			3,988			2,605			1,583			632			275			12,146

		273,491			172,281			630,991			106,642			101,068			1,385,232			2,669,705


Unsecured Exchangeable Senior Notes, net of discount											849,398			450,000			740,804			2,040,202	(6)
FSP APB 14-1 Interest Adjustment (7)											(49,503	)		(36,105	)		(83,994	)		(169,602	)

											799,895			413,895			656,810			1,870,600


Unsecured Senior Notes, net of discount		—			—			—			—			923,660			548,835			1,472,495
Unsecured Line of Credit		—			100,000			—			—			—			—			100,000	(8)

	$	273,491		$	272,281		$	630,991		$	906,537		$	1,438,623		$	2,590,877		$	6,112,800


% of Total Consolidated Debt		4.47	%		4.45	%		10.32	%		14.83	%		23.54	%		42.39	%		100.00	%
Balloon Payments	$	253,411		$	244,817		$	607,968		$	939,104		$	1,459,912		$	2,498,601		$	6,003,813
Scheduled Amortization	$	20,080		$	27,464		$	23,023		$	16,936		$	14,816		$	176,270		$	278,589

(1)	Excludes unconsolidated joint ventures. For information on our unconsolidated joint venture debt, see page 16.

(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)

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

Boston Properties, Inc.

First Quarter 2009

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 March 31, 2009 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.


		March 31, 2009
Total Assets:
Capitalized Property Value (1)		$	15,197,784
Cash and Cash Equivalents			143,789
Investments in Marketable Securities			9,408
Undeveloped Land, at Cost			239,765
Development in Process, at Cost (including Joint Venture %)			964,071

Total Assets		$	16,554,817


Unencumbered Assets		$	9,406,970

Secured Debt (Fixed and Variable) (2)		$	2,657,559
Joint Venture Debt			1,554,546
Contingent Liabilities & Letters of Credit			22,010
Unsecured Debt (3)			3,635,000

Total Outstanding Debt		$	7,869,115


Consolidated EBITDA:
Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and income (loss) attributable to noncontrolling interests (per Consolidated Income Statement)		$	46,138
Add: Interest Expense (per Consolidated Income Statement)			78,930
Add: Depreciation and Amortization (per Consolidated Income Statement)			77,370
Add: Loss from suspension of development			27,766
Add: Loss from investments in securities			587

EBITDA			230,791
Add: Company share of unconsolidated joint venture EBITDA			59,951

Consolidated EBITDA		$	290,742


Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)		$	78,930
Add: Company share of unconsolidated joint venture interest expense			24,536
Less: Amortization of financing costs			(2,126	)
Less: Interest expense funded by construction loan draws			(687	)

Adjusted Interest Expense		$	100,653


Covenant Ratios and Related Data	Test	Actual
Total Outstanding Debt/Total Assets	Less than 60%		47.5	%
Secured Debt/Total Assets	Less than 50%		25.4	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)	Greater than 1.50x		2.89
Unencumbered Assets/ Unsecured Debt	Greater than 150%		258.8	%


Unencumbered Consolidated EBITDA		$	165,612


Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)			3.28


% of unencumbered Consolidated EBITDA to Consolidated EBITDA			57.0	%


# 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 $12,146.

(3)	Excludes debt discount of $22,303 and FSP APB 14-1 interest adjustment of $169,602.

Boston Properties, Inc.

First Quarter 2009

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%)		180			240			240			240			70,920			—			71,820	(3)
Metropolitan Square (51%)		873			63,437			—			—			—			—			64,310
Market Square North (50%)		954			41,549			—			—			—			—			42,503
901 New York Avenue (25%)		479			669			705			742			782			38,413			41,790
Eighth Avenue and 46th Street (50%)		11,800			—			—			—			—			—			11,800
Annapolis Junction (50%)		—			20,110			—			—			—			—			20,110	(4)
Wisconsin Place Retail (5%)		—			2,610			—			—			—			—			2,610	(4)

		14,286			400,715			945			982			71,702			1,002,013			1,490,643


Fair Value Adjustment		4,840			7,182			6,620			7,102			7,186			29,403			62,333

	$	19,126		$	407,897		$	7,565		$	8,084		$	78,888		$	1,031,416		$	1,552,976


GAAP Weighted Average Rate		3.93	%		6.77	%		5.56	%		5.55	%		6.42	%		6.59	%		6.61	%

% of Total Debt		1.23	%		26.27	%		0.49	%		0.52	%		5.08	%		66.42	%		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	2.32	%	2.03	%	2.31	%	1.0 years
Fixed Rate Debt	97.68	%	6.02	%	6.71	%	6.3 years

Total Debt	100.00	%	5.93	%	6.61	%	6.2 years

(*)	All amounts represent the Company’s share. Amounts exclude the Value-Added Fund. See page 18 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 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.

First Quarter 2009

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of March 31, 2009


	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)	$	702,965	(6)	$	75,766		$	76,294		$	68,535		$	5,770		$	37,548		$	(774	)	$	52,427		$	7,541		$	(2,159	)	$	1,023,913	$	27,423		$	1,051,336
Note Receivable (6)		270,000			—			—			—			—			—			—			—			—			—			270,000		—			270,000

Net Equity	$	432,965		$	75,766		$	76,294		$	68,535		$	5,770		$	37,548		$	(774	)	$	52,427		$	7,541		$	(2,159	)	$	753,913	$	27,423		$	781,336

Mortgage/Construction loans payable (5) (7)	$	963,600		$	158,100		$	114,000		$	71,820		$	42,503		$	64,310		$	41,790		$	2,610		$	20,110		$	11,800		$	1,490,643	$	63,903		$	1,554,546

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 March 31, 2009


	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
REVENUE
Rental	$	47,827		$	9,546		$	10,176		$	6,802	$	6,016		$	7,862		$	8,148		$	464		$	380		$	—		$	97,221		$	3,960		$	101,181
Straight-line rent (SFAS 13)		2,866			1,415			(256	)		984		(118	)		(303	)		81			—			4			—			4,673			656			5,329
Fair value lease revenue (SFAS 141)		35,537			(1,080	)		2,061			769		—			—			—			—			—			—			37,287			625			37,912
Termination Income		—			946			—			—		—			—			3			—			—			—			949			9			958

Total revenue		86,230			10,827			11,981			8,555		5,898			7,559			8,232			464			384			—			140,130			5,250			145,380

EXPENSES
Operating		19,431			3,494			3,579			3,016		2,332			3,071			3,168			761			916			28			39,796			1,937			41,733

NET OPERATING INCOME		66,799			7,333			8,402			5,539		3,566			4,488			5,064			(297	)		(532	)		(28	)		100,334			3,313			103,647
Interest		25,547			4,581			2,834			1,861		1,650			2,598			2,198			(1,021	)		191			197			40,636			2,688			43,324
Interest other - partner loans		13,020			—			—			—		—			—			—			—			—			—			13,020			—			13,020
Depreciation and amortization		37,846			3,950			5,115			2,519		1,208			1,703			1,165			862			561			—			54,929			2,626			57,555

SUBTOTAL		76,413			8,531			7,949			4,380		2,858			4,301			3,363			(159	)		752			197			108,585			5,314			113,899
Gains on sale of real estate		—			—			—			—		—			—			—			—			—			—			—			—			—
Losses from early extinguishment of debt		—			—			—			—		—			—			—			—			—			—			—			—			—

NET INCOME/(LOSS)	$	(9,614	)	$	(1,198	)	$	453		$	1,159	$	708		$	187		$	1,701		$	(138	)	$	(1,284	)	$	(225	)	$	(8,251	)	$	(2,001	)	$	(10,252	)

BXP’s share of net income/(loss)	$	(5,768	)	$	(719	)	$	272		$	695	$	354		$	95		$	1,057	(9)	$	87		$	(642	)	$	(113	)	$	(4,681	)	$	(1,614	)	$	(6,295	)
Basis diffential (8)		—			644			1,376			410		—			—			—			—			—			—			2,429			1,150			3,579
Elimination of inter-entity interest on partner loan		7,812			—			—			—		—			—			—			—			—			—			7,812			—			7,812

Income/(loss) from unconsolidated joint ventures	$	2,044		$	(75	)	$	1,648		$	1,105	$	354		$	95		$	1,057		$	87		$	(642	)	$	(113	)	$	5,561		$	(464	)	$	5,097
BXP’s share of depreciation & amortization		22,708			1,836			2,204			1,225		604			868			541			271			280			—			30,537			839			31,376

BXP’s share of Funds from Operations (FFO)	$	24,752		$	1,761		$	3,852		$	2,330	$	958		$	963		$	1,598		$	358		$	(362	)	$	(113	)	$	36,098		$	375		$	36,473

BXP’s share of net operating income/(loss)	$	40,079		$	4,510		$	5,552		$	3,446	$	1,783		$	2,289		$	1,266		$	(45	)	$	(266	)	$	(14	)	$	58,600		$	1,320		$	59,920

(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 18. 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 adjustment related to the impairment of 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.

First Quarter 2009

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	%	$	8.42	$	1,875	(3)
Circle Star, San Carlos, CA	2	206,945	45.2	%		20.85		10,500	(4)
Mountain View Research Park, Mountain View, CA	16	600,449	63.6	%		29.78		42,028	(5)
Mountain View Technology Park, Mountain View, CA	7	135,279	60.0	%		20.00		9,500	(6)

Total	26	1,053,555	63.4	%	$	23.79	$	63,903

Results of Operations

(unaudited and in thousands)

for the three months ended March 31, 2009


	Value-Added Fund
REVENUE

Rental	$	3,969
Straight-line rent (SFAS 13)		656
Fair value lease revenue (SFAS 141)		625

Total revenue		5,250


EXPENSES
Operating		1,937


SUBTOTAL		3,313

Interest		2,688
Depreciation and amortization		2,626

SUBTOTAL		5,314

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

NET INCOME	$	(2,001	)


BXP’s share of net income	$	(1,614	)
Basis differential		1,150

Loss from Value-Added Fund	$	(464	)
BXP’s share of depreciation & amortization		839

BXP’s share of Funds from Operations (FFO)	$	375


The Company’s Equity in the Value-Added Fund	$	27,423

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(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.

First Quarter 2009

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 March 31, 2009 (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	8,204,334		19.1	%	834,062		1.7	%	9,038,396		26.2	%	0.2	%	21.0	%
Greater Washington	8,461,519	(5)	20.1	%	825,232		1.1	%	9,286,751	(5)	26.9	%	—		21.2	%
Greater San Francisco	4,977,462		12.1	%	—		—		4,977,462		14.4	%	—		12.1	%
Midtown Manhattan	8,846,057	(6)	43.1	%	—		—		8,846,057	(6)	25.7	%	—		43.1	%
Princeton/East Brunswick, NJ	2,326,310		2.6	%	—		—		2,326,310		6.7	%	—		2.6	%

	32,815,682		97.0	%	1,659,294		2.8	%	34,474,976		100.0	%	0.2	%	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)


Geographic Area	CBD		Suburban		Total
Greater Boston	14.9	%	6.1	%	21.0	%
Greater Washington	9.3	%	11.9	%	21.2	%
Greater San Francisco	9.8	%	2.3	%	12.1	%
Midtown Manhattan	43.1	%	—		43.1	%
Princeton/East Brunswick, NJ	—		2.6	%	2.6	%

Total	77.1	%	22.9	%	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 50.

(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 42. For disclosures relating to our use of Portfolio NOI see page 50.

(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 1,773,952 square feet at the General Motors Building, 564,452 square feet at 125 West 55th Street, 634,235 square feet at Two Grand Central Tower and 286,190 square feet at 540 Madison Avenue each of which is 60% owned by Boston Properties.

Boston Properties, Inc.

First Quarter 2009

In-Service Property Listing

as of March 31, 2009


		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	1,191,654	97.7	%	$	43.65	N	CBD
	111 Huntington Avenue - The Prudential Center	CBD Boston MA	1	859,642	99.6	%		62.88	N	CBD
	101 Huntington Avenue - The Prudential Center	CBD Boston MA	1	505,939	100.0	%		41.27	N	CBD
	The Shops at the Prudential Center	CBD Boston MA	1	509,954	98.5	%		69.74	N	CBD
	Shaws Supermarket at the Prudential Center	CBD Boston MA	1	57,235	100.0	%		57.01	N	CBD
	One Cambridge Center	East Cambridge MA	1	215,385	81.7	%		40.32	N	CBD
	Three Cambridge Center	East Cambridge MA	1	108,152	58.5	%		24.00	N	CBD
	Four Cambridge Center	East Cambridge MA	1	199,472	85.6	%		42.46	N	CBD
	Five Cambridge Center	East Cambridge MA	1	240,480	100.0	%		45.86	N	CBD
	Eight Cambridge Center	East Cambridge MA	1	177,226	100.0	%		35.11	Y	CBD
	Ten Cambridge Center	East Cambridge MA	1	152,664	100.0	%		40.44	Y	CBD
	Eleven Cambridge Center	East Cambridge MA	1	79,616	90.2	%		48.72	N	CBD
	University Place	Mid-Cambridge MA	1	195,282	100.0	%		38.31	Y	CBD
	Reservoir Place	Route 128 Mass Turnpike MA	1	526,386	89.5	%		31.74	Y	S
	Reservoir Place North	Route 128 Mass Turnpike MA	1	73,258	100.0	%		35.34	N	S
	140 Kendrick Street	Route 128 Mass Turnpike MA	3	380,987	100.0	%		31.59	Y	S
	230 CityPoint	Route 128 Mass Turnpike MA	1	301,815	92.6	%		32.74	N	S
(2)	77 CityPoint	Route 128 Mass Turnpike MA	1	209,707	100.0	%		42.38	N	S
(3)	Waltham Office Center	Route 128 Mass Turnpike MA	3	129,262	33.7	%		16.87	N	S
	195 West Street	Route 128 Mass Turnpike MA	1	63,500	100.0	%		52.35	N	S
	200 West Street	Route 128 Mass Turnpike MA	1	248,311	100.0	%		34.57	N	S
	Waltham Weston Corporate Center	Route 128 Mass Turnpike MA	1	306,789	98.1	%		35.68	N	S
	10 & 20 Burlington Mall Road	Route 128 Northwest MA	2	153,180	92.4	%		25.05	Y	S
	Bedford Business Park	Route 128 Northwest MA	1	92,207	100.0	%		25.92	N	S
	32 Hartwell Avenue	Route 128 Northwest MA	1	69,154	100.0	%		25.29	N	S
	91 Hartwell Avenue	Route 128 Northwest MA	1	121,425	83.8	%		27.23	Y	S
	92 Hayden Avenue	Route 128 Northwest MA	1	31,100	100.0	%		34.21	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	%		32.69	N	S
	Lexington Office Park	Route 128 Northwest MA	2	166,373	71.1	%		28.37	N	S
	191 Spring Street	Route 128 Northwest MA	1	158,900	100.0	%		30.97	N	S
	181 Spring Street	Route 128 Northwest MA	1	55,793	100.0	%		36.11	N	S
	201 Spring Street	Route 128 Northwest MA	1	106,300	100.0	%		32.10	N	S
	40 Shattuck Road	Route 128 Northwest MA	1	121,216	70.5	%		20.19	N	S
	Quorum Office Park	Route 128 Northwest MA	2	259,918	100.0	%		24.05	N	S

			42	8,204,334	94.6	%	$	41.57

Office/Technical
	Seven Cambridge Center	East Cambridge MA	1	231,028	100.0	%	$	82.65	N	CBD
	Fourteen Cambridge Center	East Cambridge MA	1	67,362	100.0	%		24.67	N	CBD
(3)	103 Fourth Avenue	Route 128 Mass Turnpike MA	1	62,476	58.5	%		22.07	N	S
	Bedford Business Park	Route 128 Northwest MA	2	379,056	62.7	%		20.45	N	S
	17 Hartwell Avenue	Route 128 Northwest MA	1	30,000	100.0	%		15.55	N	S
	164 Lexington Road	Route 128 Northwest MA	1	64,140	0.0	%		—	N	S

			7	834,062	72.3	%	$	44.62

		Total Greater Boston:	49	9,038,396	92.5	%	$	41.79

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Not included in Same Property analysis.

(3)	Property held for redevelopment.

Boston Properties, Inc.

First Quarter 2009

In-Service Property Listing (continued)

as of March 31, 2009


		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	%	$	47.55	N	CBD
	500 E Street, S. W.	Southwest Washington DC	1	248,336	100.0	%		44.63	N	CBD
	Metropolitan Square (51% ownership)	East End Washington DC	1	586,887	99.9	%		50.30	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	%		57.63	Y	CBD
(2)	505 9th Street, N.W. (50% ownership)	CBD Washington DC	1	321,926	100.0	%		59.04	Y	CBD
	901 New York Avenue (25% ownership)	CBD Washington DC	1	539,229	99.4	%		59.17	Y	CBD
	1333 New Hampshire Avenue	CBD Washington DC	1	315,371	100.0	%		50.04	N	CBD
	1330 Connecticut Avenue	CBD Washington DC	1	252,136	100.0	%		55.71	Y	CBD
(2)(3)	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	%		45.06	Y	CBD
(2)	Annapolis Junction (50% ownership)	Arundel County, MD	1	117,599	14.5	%		135.00	Y	S
	Montvale Center	Montgomery County MD	1	123,020	82.3	%		27.25	Y	S
	2600 Tower Oaks Boulevard	Montgomery County MD	1	178,887	90.8	%		40.88	N	S
	Kingstowne One	Fairfax County VA	1	150,838	100.0	%		35.87	Y	S
	Kingstowne Two	Fairfax County VA	1	156,251	98.2	%		36.66	Y	S
	Kingstowne Retail	Fairfax County VA	1	88,288	94.3	%		29.84	Y	S
	One Freedom Square	Fairfax County VA	1	414,433	100.0	%		41.69	Y	S
	Two Freedom Square	Fairfax County VA	1	421,676	98.4	%		44.74	N	S
	One Reston Overlook	Fairfax County VA	1	312,685	100.0	%		29.92	N	S
	Two Reston Overlook	Fairfax County VA	1	134,615	93.8	%		31.68	N	S
	One and Two Discovery Square	Fairfax County VA	2	366,990	100.0	%		45.78	N	S
	New Dominion Technology Park - Building One	Fairfax County VA	1	235,201	100.0	%		32.35	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	%		33.96	N	S
(2)	South of Market	Fairfax County VA	3	648,279	83.7	%		39.66	Y	S
	12290 Sunrise Valley	Fairfax County VA	1	182,424	100.0	%		37.71	N	S
	12300 Sunrise Valley	Fairfax County VA	1	255,244	100.0	%		35.22	N	S
	12310 Sunrise Valley	Fairfax County VA	1	263,870	100.0	%		35.56	N	S

			33	8,461,519	96.8	%	$	43.91

Office/Technical
(3)	6601 Springfield Center Drive	Fairfax County VA	1	26,388	100.0	%	$	13.72	N	S
(3)	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	%		20.75	N	S
	7451 Boston Boulevard	Fairfax County VA	1	47,001	100.0	%		23.27	N	S
	7450 Boston Boulevard	Fairfax County VA	1	62,402	100.0	%		19.78	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	%		18.98	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	%		20.31	N	S
	8000 Corporate Court	Fairfax County VA	1	52,539	100.0	%		18.39	N	S
	7300 Boston Boulevard	Fairfax County VA	1	32,000	100.0	%		26.77	N	S

			13	825,232	91.6	%	$	18.91


		Total Greater Washington:	46	9,286,751	96.3	%	$	41.79

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Not included in Same Property analysis.

(3)	Property held for redevelopment.

Boston Properties, Inc.

First Quarter 2009

In-Service Property Listing (continued)

as of March 31, 2009


		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	1,037,397	99.2	%	$	79.79	Y	CBD
	Citigroup Center	Park Avenue NY	1	1,607,026	95.9	%		83.27	Y	CBD
	399 Park Avenue	Park Avenue NY	1	1,700,331	99.7	%		89.68	N	CBD
	Times Square Tower	Times Square NY	1	1,242,474	97.3	%		68.02	N	CBD
(2)	General Motors Building (60% ownership)	Plaza District NY	1	1,773,952	97.8	%		110.29	Y	CBD
(2)	125 West 55th Street (60% ownership)	Sixth/Rock Center NY	1	564,452	100.0	%		75.11	Y	CBD
(2)	Two Grand Central Tower (60% ownership)	Grand Central District NY	1	634,235	100.0	%		54.57	Y	CBD
(2)	540 Madison Avenue (60% ownership)	5th/Madison District NY	1	286,190	90.3	%		93.58	Y	CBD

		Total Midtown Manhattan:	8	8,846,057	98.0	%	$	85.08


Princeton/East Brunswick, NJ
Office
	101 Carnegie Center	Princeton NJ	1	123,659	100.0	%	$	29.38	N	S
	104 Carnegie Center	Princeton NJ	1	102,830	97.2	%		34.71	N	S
	105 Carnegie Center	Princeton NJ	1	69,955	55.3	%		25.07	N	S
	201 Carnegie Center	Princeton NJ	—	6,500	100.0	%		28.85	N	S
	202 Carnegie Center	Princeton NJ	1	130,582	81.1	%		33.49	Y	S
	206 Carnegie Center	Princeton NJ	1	161,763	100.0	%		34.58	Y	S
	210 Carnegie Center	Princeton NJ	1	161,776	93.7	%		36.79	N	S
	211 Carnegie Center	Princeton NJ	1	47,025	100.0	%		30.66	N	S
	212 Carnegie Center	Princeton NJ	1	149,354	95.7	%		37.43	N	S
	214 Carnegie Center	Princeton NJ	1	150,774	80.1	%		33.22	Y	S
	302 Carnegie Center	Princeton NJ	1	64,926	100.0	%		35.72	N	S
	502 Carnegie Center	Princeton NJ	1	118,473	98.6	%		36.31	N	S
	504 Carnegie Center	Princeton NJ	1	121,990	100.0	%		33.52	N	S
	506 Carnegie Center	Princeton NJ	1	136,213	100.0	%		34.37	N	S
	508 Carnegie Center	Princeton NJ	1	132,653	56.1	%		32.09	N	S
	510 Carnegie Center	Princeton NJ	1	234,160	100.0	%		29.16	N	S

			15	1,912,633	91.4	%	$	33.38


	One Tower Center	East Brunswick NJ	1	413,677	40.8	%	$	32.53	N	S

			1	413,677	40.8	%	$	32.53


		Total Princeton/East Brunswick, NJ:	16	2,326,310	82.4	%	$	33.31


Greater San Francisco
Office
	Embarcadero Center One	CBD San Francisco CA	1	833,899	85.8	%	$	48.94	N	CBD
	Embarcadero Center Two	CBD San Francisco CA	1	778,450	98.4	%		52.73	N	CBD
	Embarcadero Center Three	CBD San Francisco CA	1	774,810	85.7	%		43.52	N	CBD
	Embarcadero Center Four	CBD San Francisco CA	1	936,561	94.7	%		62.60	Y	CBD

			4	3,323,720	91.2	%	$	52.64


	611 Gateway	South San Francisco CA	1	256,302	100.0	%	$	33.19	N	S
	601 and 651 Gateway	South San Francisco CA	2	506,045	95.5	%		30.89	N	S
	303 Almaden	San Jose, CA	1	156,859	94.1	%		33.91	N	CBD
(3)	North First Business Park	San Jose, CA	5	190,636	75.8	%		15.88	N	S
	3200 Zanker Road	San Jose, CA	4	543,900	100.0	%		14.72	N	S

			13	1,653,742	95.3	%	$	24.59


		Total Greater San Francisco:	17	4,977,462	92.6	%	$	43.01


		Total In-Service Properties:	136	34,474,976	94.3	%	$	53.01

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Not included in Same Property analysis.

(3)	Property held for redevelopment.

Boston Properties, Inc.

First Quarter 2009

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		507,535	(3)	1.47	%
6	Procter & Gamble (Gillette)		484,051		1.40	%
7	Shearman & Sterling		472,808		1.37	%
8	Weil Gotshal Manges		456,744	(4)	1.32	%
9	O’Melveny & Myers		446,039		1.29	%
10	Lehman Brothers		436,723	(5)	1.27	%
11	Parametric Technology		380,987		1.11	%
12	Finnegan Henderson Farabow		356,195	(6)	1.03	%
13	Accenture		354,854		1.03	%
14	Ann Taylor		338,942		0.98	%
15	Northrop Grumman		327,677		0.95	%
16	Biogen Idec		321,564		0.93	%
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				31.39	%
	Total % of Portfolio Revenue				32.22	%

*Notable Signed Deals (8)*

	Tenant	Property			Sq. Ft.
	Ropes & Gray LLP	Prudential Tower		(9)	479,000
	Wellington Management	280 Congress Street (Russia Wharf)			454,000
	Biogen Idec	Weston Corporate Center			356,367
	Akamai Technology	Four & Eight Cambridge Center			230,678
	Hunton & Williams	2200 Pennsylvania Avenue			189,806

(1)	Includes 116,353, 68,276 & 28,384 square feet of space in properties in which Boston Properties has a 60%, 51% and 50% interest respectively.

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

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

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

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

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

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

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

(9)	The space is currently occupied by Gillette.

TENANT DIVERSIFICATION (GROSS RENT) *

LOGO

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

Boston Properties, Inc.

First Quarter 2009

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	2,170,076	(3)	$	114,398,071	$	52.72	$	114,065,043	$	52.56	6.93	%
2010	2,887,304			118,183,231		40.93		120,237,417		41.64	9.23	%
2011	3,094,607			148,726,371		48.06		151,731,520		49.03	9.89	%
2012	2,868,009			141,831,093		49.45		146,102,199		50.94	9.17	%
2013	1,355,854			60,722,680		44.79		63,166,474		46.59	4.33	%
2014	2,438,686			100,743,976		41.31		106,310,749		43.59	7.79	%
2015	1,811,855			84,699,429		46.75		107,004,213		59.06	5.79	%
2016	2,127,812			106,942,517		50.26		117,168,415		55.07	6.80	%
2017	2,861,675			199,052,291		69.56		215,251,663		75.22	9.15	%
2018	608,593			50,577,179		83.11		56,906,966		93.51	1.94	%
Thereafter	7,101,141			431,098,168		60.71		538,805,970		75.88	22.69	%

Occupancy By Location (4)


	CBD				Suburban				Total
Location	31-Mar-09		31-Mar-08		31-Mar-09		31-Mar-08		31-Mar-09		31-Mar-08
Midtown Manhattan	98.0	%	99.8	%	n/a		n/a		98.0	%	99.8	%
Greater Boston	96.5	%	97.8	%	92.3	%	91.9	%	94.6	%	95.2	%
Greater Washington	99.9	%	98.9	%	94.1	%	98.9	%	96.8	%	98.9	%
Greater San Francisco	91.4	%	94.2	%	95.4	%	96.6	%	92.6	%	94.9	%
Princeton/East Brunswick, NJ	n/a		n/a		82.4	%	83.2	%	82.4	%	83.2	%

Total Portfolio	96.9	%	98.0	%	91.5	%	93.1	%	94.9	%	96.0	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

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

(3)	Includes 399,980 square feet of space leased by Lehman Brothers that will expire upon bankruptcy court approval of the rejection of the lease.

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

Boston Properties, Inc.

First Quarter 2009

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	185,895	$	4,174,893	$	22.46	$	4,174,893	$	22.46	11.20	%
2010	216,776		3,909,891		18.04		4,046,169		18.67	13.06	%
2011	57,321		939,059		16.38		939,059		16.38	3.45	%
2012	132,820		2,934,082		22.09		2,945,777		22.18	8.00	%
2013	7,479		145,626		19.47		154,488		20.66	0.45	%
2014	258,020		4,591,384		17.79		4,941,683		19.15	15.55	%
2015	23,439		443,607		18.93		511,832		21.84	1.41	%
2016	225,532		18,724,206		83.02		19,024,163		84.35	13.59	%
2017	—		—		—		—		—	0.00	%
2018	—		—		—		—		—	0.00	%
Thereafter	237,776		4,813,958		20.25		5,132,846		21.59	14.33	%

Occupancy By Location


	CBD				Suburban				Total
Location	31-Mar-09		31-Mar-08		31-Mar-09		31-Mar-08		31-Mar-09		31-Mar-08
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	%	91.6	%	91.6	%	91.6	%
Greater San Francisco	n/a		n/a		n/a		n/a		n/a		n/a
Princeton/East Brunswick, NJ	n/a		n/a		n/a		n/a		n/a		n/a

Total Portfolio	100.0	%	100.0	%	77.9	%	77.9	%	81.9	%	81.9	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

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

Boston Properties, Inc.

First Quarter 2009

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	54,817	$	4,171,672	$	76.10	$	4,318,594	$	78.78	3.60	%
2010	60,819		3,816,858		62.76		3,827,406		62.93	3.99	%
2011	71,988		5,043,887		70.07		5,183,077		72.00	4.72	%
2012	147,760		9,863,217		66.75		10,112,036		68.44	9.70	%
2013	72,577		6,131,081		84.48		6,324,335		87.14	4.76	%
2014	43,829		4,338,007		98.98		4,673,451		106.63	2.88	%
2015	141,596		11,627,821		82.12		14,271,603		100.79	9.29	%
2016	135,520		21,517,793		158.78		14,718,837		108.61	8.89	%
2017	109,410		7,184,019		65.66		7,703,797		70.41	7.18	%
2018	234,673		11,022,452		46.97		11,836,042		50.44	15.40	%
Thereafter	450,774		26,661,504		59.15		33,413,429		74.12	29.58	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

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

Boston Properties, Inc.

First Quarter 2009

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	2,410,788	(3)	$	122,744,637	$	50.91	$	122,558,530	$	50.84	7.0	%
2010	3,164,899			125,909,980		39.78		128,110,992		40.48	9.2	%
2011	3,223,916			154,709,317		47.99		157,853,656		48.96	9.4	%
2012	3,148,589			154,628,393		49.11		159,160,013		50.55	9.1	%
2013	1,435,910			66,999,387		46.66		69,645,297		48.50	4.2	%
2014	2,740,535			109,673,367		40.02		115,925,883		42.30	7.9	%
2015	1,976,890			96,770,856		48.95		121,787,649		61.61	5.7	%
2016	2,488,864			147,184,516		59.14		150,911,416		60.63	7.2	%
2017	2,971,085			206,236,310		69.41		222,955,460		75.04	8.6	%
2018	843,266			61,599,631		73.05		68,743,008		81.52	2.4	%
Thereafter	7,789,691			462,573,629		59.38		577,352,246		74.12	22.6	%

Occupancy By Location


	CBD				Suburban				Total
Location	31-Mar-09		31-Mar-08		31-Mar-09		31-Mar-08		31-Mar-09		31-Mar-08
Midtown Manhattan	98.0	%	99.8	%	n/a		n/a		98.0	%	99.8	%
Greater Boston	96.7	%	97.9	%	87.9	%	87.2	%	92.5	%	93.0	%
Greater Washington	99.9	%	98.9	%	93.8	%	97.6	%	96.3	%	98.2	%
Greater San Francisco	91.4	%	94.2	%	95.4	%	96.6	%	92.6	%	94.9	%
Princeton/East Brunswick, NJ	n/a		n/a		82.4	%	83.2	%	82.4	%	83.2	%

Total Portfolio	96.9	%	98.0	%	90.1	%	91.4	%	94.3	%	95.3	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

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

(3)	Includes 399,980 square feet of space leased by Lehman Brothers that will expire upon bankruptcy court approval of the rejection of the lease.

Boston Properties, Inc.

First Quarter 2009

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	616,556	$	20,936,516	$	33.96	$	20,936,516	$	33.96		—	$	—	$	—	$	—	$	—
2010	757,736		26,954,994		35.57		28,012,537		36.97		36,528		806,102		22.07		897,422		24.57
2011	1,258,084		56,252,825		44.71		57,349,877		45.59		—		—		—		—		—
2012	1,095,943		41,325,127		37.71		42,712,760		38.97		67,362		1,662,011		24.67		1,662,011		24.67
2013	441,341		18,900,931		42.83		20,137,078		45.63		—		—		—		—		—
2014	668,470		27,769,970		41.54		28,059,026		41.97		30,000		466,524		15.55		466,524		15.55
2015	334,307		12,516,860		37.44		13,878,297		41.51		—		—		—		—		—
2016	271,096		8,619,041		31.79		9,669,885		35.67		225,532		18,724,206		83.02		19,024,163		84.35
2017	313,236		13,618,832		43.48		16,884,453		53.90		—		—		—		—		—
2018	2,291		63,954		27.92		68,536		29.92		—		—		—		—		—
Thereafter	1,149,579		48,722,775		42.38		74,716,073		64.99		237,776		4,813,958		20.25		5,132,846		21.59

	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	11,477	$	1,985,113	$	172.96	$	2,208,223	$	192.40	(3)	628,033	$	22,921,629	$	36.50	$	23,144,739	$	36.85
2010	14,518		1,507,129		103.81		1,499,893		103.31		808,782		29,268,225		36.19		30,409,852		37.60
2011	12,164		1,511,964		124.30		1,568,157		128.92		1,270,248		57,764,789		45.48		58,918,034		46.38
2012	61,409		2,373,739		38.65		2,373,739		38.65		1,224,714		45,360,877		37.04		46,748,510		38.17
2013	28,464		3,545,055		124.55		3,625,317		127.36		469,805		22,445,986		47.78		23,762,395		50.58
2014	16,269		2,038,940		125.33		2,138,412		131.44		714,739		30,275,434		42.36		30,663,963		42.90
2015	70,221		5,418,211		77.16		5,660,228		80.61		404,528		17,935,070		44.34		19,538,525		48.30
2016	14,617		1,834,307		125.49		1,927,049		131.84		511,245		29,177,554		57.07		30,621,098		59.90
2017	46,260		3,057,470		66.09		3,255,030		70.36		359,496		16,676,301		46.39		20,139,483		56.02
2018	178,454		7,809,522		43.76		8,175,540		45.81		180,745		7,873,476		43.56		8,244,077		45.61
Thereafter	218,514		9,898,651		45.30		11,755,903		53.80		1,605,869		63,435,384		39.50		91,604,823		57.04

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(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 $93.53 per square foot and $93.53 per square foot in 2009.

Boston Properties, Inc.

First Quarter 2009

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	—	$	—	$	—		$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2009	135,118		4,279,334		31.67			4,279,334		31.67		—		—		—		—		—
Q3 2009	244,046		7,635,485		31.29			7,635,485		31.29		—		—		—		—		—
Q4 2009	237,392		9,021,698		38.00			9,021,698		38.00		—		—		—		—		—

Total 2009	616,556	$	20,936,516	$	33.96		$	20,936,516	$	33.96		—		—		—		—		—


Q1 2010	45,409	$	1,536,210	$	33.83		$	1,564,306	$	34.45		—	$	—	$	—	$	—	$	—
Q2 2010	258,841		8,396,104		32.44			8,746,943		33.79		—		—		—		—		—
Q3 2010	228,410		8,660,421		37.92			9,246,795		40.48		36,528		806,102		22.07		897,422		24.57
Q4 2010	225,076		8,362,258		37.15			8,454,492		37.56		—		—		—		—		—

Total 2010	757,736	$	26,954,994	$	35.57		$	28,012,537	$	36.97		36,528		806,102		22.07		897,422		24.57


	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	—	$	—	$	—		$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2009	4,388		832,360		189.69			849,160		193.52		139,506		5,111,694		36.64		5,128,494		36.76
Q3 2009	2,978		837,476		281.22			956,426		321.16		247,024		8,472,961		34.30		8,591,911		34.78
Q4 2009	4,111		315,276		76.69			402,636		97.94		241,503		9,336,974		38.66		9,424,334		39.02

Total 2009	11,477		1,985,113	$	172.96	(3)	$	2,208,223	$	192.40	(3)	628,033	$	22,921,629	$	36.50	$	23,144,739	$	36.85


Q1 2010	10,934	$	1,159,267.68	$	106.02			1,152,032	$	105.36		56,343	$	2,695,478	$	47.84	$	2,716,338	$	48.21
Q2 2010	3,581		204,764		57.18			204,764		57.18		262,422		8,600,868		32.77		8,951,707		34.11
Q3 2010	1		55,000		55,000.08			55,000		55,000.08		264,939		9,521,523		35.94		10,199,217		38.50
Q4 2010	2		88,097		44,048.46			88,097		44,048.46		225,078		8,450,355		37.54		8,542,589		37.95

Total 2010	14,518	$	1,507,129	$	103.81		$	1,499,893	$	103.31		808,782	$	29,268,225	$	36.19	$	30,409,852	$	37.60

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(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 $93.53 per square foot and $93.53 per square foot in 2009.

Boston Properties, Inc.

First Quarter 2009

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	659,478	$	24,345,528	$	36.92	$	24,349,818	$	36.92	185,895	$	4,174,893	$	22.46	$	4,174,893	$	22.46
2010	781,498		34,880,455		44.63		35,315,452		45.19	180,248		3,103,789		17.22		3,148,747		17.47
2011	764,874		30,330,900		39.65		31,547,083		41.24	57,321		939,059		16.38		939,059		16.38
2012	874,319		37,233,280		42.59		38,894,973		44.49	65,458		1,272,071		19.43		1,283,766		19.61
2013	374,747		13,544,933		36.14		14,016,573		37.40	7,479		145,626		19.47		154,488		20.66
2014	485,548		18,996,896		39.12		21,115,141		43.49	228,020		4,124,860		18.09		4,475,159		19.63
2015	572,120		26,434,579		46.20		30,132,381		52.67	23,439		443,607		18.93		511,832		21.84
2016	191,452		7,304,457		38.15		8,757,319		45.74	—		—		—		—		—
2017	797,688		43,503,721		54.54		47,654,202		59.74	—		—		—		—		—
2018	262,702		12,832,588		48.85		15,792,217		60.11	—		—		—		—		—
Thereafter	2,062,531		95,148,674		46.13		120,963,510		58.65	—		—		—		—		—

	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	$	1,010,223	$	48.04	$	1,010,223	$	48.04	866,402	$	29,530,645	$	34.08	$	29,534,934	$	34.09
2010	13,587		661,847		48.71		670,413		49.34	975,333		38,646,091		39.62		39,134,612		40.12
2011	18,533		702,636		37.91		707,430		38.17	840,728		31,972,595		38.03		33,193,572		39.48
2012	11,984		506,137		42.23		530,403		44.26	951,761		39,011,489		40.99		40,709,141		42.77
2013	8,199		401,043		48.91		437,382		53.35	390,425		14,091,601		36.09		14,608,442		37.42
2014	7,827		391,716		50.05		422,566		53.99	721,395		23,513,472		32.59		26,012,866		36.06
2015	24,704		1,164,201		47.13		1,252,519		50.70	620,263		28,042,386		45.21		31,896,732		51.42
2016	17,696		900,694		50.90		1,007,443		56.93	209,148		8,205,151		39.23		9,764,762		46.69
2017	24,412		1,104,725		45.25		1,215,837		49.80	822,100		44,608,447		54.26		48,870,039		59.45
2018	38,423		2,216,297		57.68		2,594,738		67.53	301,125		15,048,885		49.98		18,386,955		61.06
Thereafter	146,067		4,948,945		33.88		6,012,035		41.16	2,208,598		100,097,618		45.32		126,975,545		57.49

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

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

Boston Properties, Inc.

First Quarter 2009

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	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2009	228,759		7,533,583		32.93		7,533,583		32.93	128,447		3,170,013		24.68		3,170,013		24.68
Q3 2009	21,767		812,321		37.32		814,889		37.44	26,388		362,009		13.72		362,009		13.72
Q4 2009	408,952		15,999,624		39.12		16,001,346		39.13	31,060		642,871		20.70		642,871		20.70

Total 2009	659,478	$	24,345,528	$	36.92	$	24,349,818	$	36.92	185,895	$	4,174,893	$	22.46	$	4,174,893	$	22.46


Q1 2010	147,861	$	7,386,461	$	49.96	$	7,409,181	$	50.11	—	$	—	$	—	$	—	$	—
Q2 2010	424,625		16,986,863		40.00		17,187,848		40.48	146,848		2,437,150		16.60		2,466,001		16.79
Q3 2010	17,227		675,386		39.21		692,057		40.17	33,400		666,639		19.96		682,746		20.44
Q4 2010	191,785		9,831,745		51.26		10,026,366		52.28	—		—		—		—		—

Total 2010	781,498	$	34,880,455	$	44.63	$	35,315,452	$	45.19	180,248	$	3,103,789	$	17.22	$	3,148,747	$	17.47


	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	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2009	17,730		826,652		46.62		826,652		46.62	374,936		11,530,248		30.75		11,530,248		30.75
Q3 2009	3,291		183,531		55.77		183,531		55.77	51,446		1,357,862		26.39		1,360,429		26.44
Q4 2009	8		40		5.00		40		5.00	440,020		16,642,535		37.82		16,644,257		37.83

Total 2009	21,029	$	1,010,223	$	48.04		1,010,223	$	48.04	866,402	$	29,530,645	$	34.08	$	29,534,934	$	34.09


Q1 2010	1,130	$	70,179	$	62.10	$	70,179	$	62.10	148,991	$	7,456,640	$	50.05	$	7,479,360	$	50.20
Q2 2010	1,596		71,825		45.00		73,650		46.15	573,069		19,495,838		34.02		19,727,499		34.42
Q3 2010	—		—		—		—		—	50,627		1,342,025		26.51		1,374,803		27.16
Q4 2010	10,861		519,843		47.86		526,585		48.48	202,646		10,351,589		51.08		10,552,950		52.08

Total 2010	13,587	$	661,847	$	48.71	$	670,413	$	49.34	975,333	$	38,646,091	$	39.62	$	39,134,612	$	40.12

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

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

Boston Properties, Inc.

First Quarter 2009

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	204,128	$	8,769,627	$	42.96	$	8,604,819	$	42.15	—	$	—	$	—	$	—	$	—
2010	755,982		19,096,115		25.26		19,539,865		25.85	—		—		—		—		—
2011	382,868		25,304,758		66.09		25,682,997		67.08	—		—		—		—		—
2012	242,909		12,050,315		49.61		12,743,881		52.46	—		—		—		—		—
2013	225,346		9,871,026		43.80		10,414,237		46.21	—		—		—		—		—
2014	473,375		18,413,730		38.90		19,766,696		41.76	—		—		—		—		—
2015	355,447		13,047,897		36.71		14,715,205		41.40	—		—		—		—		—
2016	968,963		39,163,951		40.42		41,979,778		43.32	—		—		—		—		—
2017	182,167		8,385,676		46.03		8,884,350		48.77	—		—		—		—		—
2018	58,268		3,485,093		59.81		3,982,579		68.35	—		—		—		—		—
Thereafter	484,896		26,132,320		53.89		29,283,762		60.39	—		—		—		—		—

	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	21,410	$	1,026,812	$	47.96	$	950,624	$	44.40	225,538	$	9,796,439	$	43.44	$	9,555,443	$	42.37
2010	32,714		1,647,882		50.37		1,657,100		50.65	788,696		20,743,997		26.30		21,196,965		26.88
2011	25,161		1,137,432		45.21		1,158,773		46.05	408,029		26,442,190		64.80		26,841,770		65.78
2012	35,001		2,529,538		72.27		2,672,684		76.36	277,910		14,579,853		52.46		15,416,565		55.47
2013	34,232		2,018,824		58.97		2,077,532		60.69	259,578		11,889,850		45.80		12,491,768		48.12
2014	8,365		573,770		68.59		609,754		72.89	481,740		18,987,500		39.41		20,376,450		42.30
2015	34,183		1,752,932		51.28		1,905,680		55.75	389,630		14,800,830		37.99		16,620,885		42.66
2016	11,826		649,496		54.92		700,482		59.23	980,789		39,813,446		40.59		42,680,260		43.52
2017	12,053		682,215		56.60		739,461		61.35	194,220		9,067,891		46.69		9,623,811		49.55
2018	16,919		897,319		53.04		939,722		55.54	75,187		4,382,412		58.29		4,922,301		65.47
Thereafter	—		—		—		—		—	484,896		26,132,320		53.89		29,283,762		60.39

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

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

Boston Properties, Inc.

First Quarter 2009

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	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2009	34,766		890,816		25.62		726,008		20.88	—		—		—		—		—
Q3 2009	71,269		2,745,550		38.52		2,745,550		38.52	—		—		—		—		—
Q4 2009	98,093		5,133,261		52.33		5,133,261		52.33	—		—		—		—		—

Total 2009	204,128	$	8,769,627	$	42.96	$	8,604,819	$	42.15	—		—		—		—		—


Q1 2010	8,186	$	304,359	$	37.18	$	304,359	$	37.18	—	$	—	$	—	$	—	$	—
Q2 2010	65,857		3,172,233		48.17		3,175,665		48.22	—		—		—		—		—
Q3 2010	60,083		4,441,824		73.93		4,659,923		77.56	—		—		—		—		—
Q4 2010	621,856		11,177,700		17.97		11,399,919		18.33	—		—		—		—		—

Total 2010	755,982	$	19,096,115	$	25.26	$	19,539,865	$	25.85	—	$	—	$	—	$	—	$	—


	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	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2009	10,231		446,072		43.60		369,884		36.15	44,997		1,336,888		29.71		1,095,892		24.35
Q3 2009	—		—		—		—		—	71,269		2,745,550		38.52		2,745,550		38.52
Q4 2009	11,179		580,740		51.95		580,740		51.95	109,272		5,714,001		52.29		5,714,001		52.29

Total 2009	21,410	$	1,026,812	$	47.96	$	950,624	$	44.40	225,538	$	9,796,439	$	43.44	$	9,555,443	$	42.37

Q1 2010	2,420	$	181,075	$	74.82	$	181,075	$	74.82	10,606	$	485,433	$	45.77	$	485,433		45.77
Q2 2010	420		41,161		98.00		41,161		98.00	66,277		3,213,393		48.48		3,216,825		48.54
Q3 2010	3,087		204,227		66.16		204,227		66.16	63,170		4,646,050		73.55		4,864,150		77.00
Q4 2010	26,787		1,221,420		45.60		1,230,638		45.94	648,643		12,399,120		19.12		12,630,557		19.47

Total 2010	32,714	$	1,647,882	$	50.37	$	1,657,100	$	50.65	788,696	$	20,743,997	$	26.30	$	21,196,965	$	26.88

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

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

Boston Properties, Inc.

First Quarter 2009

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	595,954	(3)	$	56,151,357	$	94.22	$	56,156,646	$	94.23	—		$	—	$	—	$	—	$	—
2010	463,941			32,511,238		70.08		32,628,445		70.33	—			—		—		—		—
2011	242,550			21,233,286		87.54		21,357,869		88.06	—			—		—		—		—
2012	601,224			49,346,306		82.08		49,840,412		82.90	—			—		—		—		—
2013	125,445			12,202,522		97.27		11,960,420		95.34	—			—		—		—		—
2014	158,016			13,552,051		85.76		14,244,951		90.15	—			—		—		—		—
2015	395,829			28,024,726		70.80		43,138,767		108.98	—			—		—		—		—
2016	659,382			50,815,639		77.07		55,611,247		84.34	—			—		—		—		—
2017	1,447,474			129,567,376		89.51		137,310,867		94.86	—			—		—		—		—
2018	285,332			34,195,544		119.84		37,063,634		129.90	—			—		—		—		—
Thereafter	3,377,365			260,327,004		77.08		312,968,150		92.67	—			—		—		—		—

	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	901		$	149,524	$	165.95	$	149,524	$	165.95	596,855	(3)	$	56,300,881	$	94.33	$	56,306,170	$	94.34
2010	—			—		—		—		—	463,941			32,511,238		70.08		32,628,445		70.33
2011	16,130			1,691,855		104.89		1,748,717		108.41	258,680			22,925,140		88.62		23,106,586		89.32
2012	39,366			4,453,803		113.14		4,535,210		115.21	640,590			53,800,108		83.99		54,375,622		84.88
2013	1,682			166,160		98.79		184,104		109.46	127,127			12,368,682		97.29		12,144,524		95.53
2014	11,368			1,333,582		117.31		1,502,718		132.19	169,384			14,885,632		87.88		15,747,669		92.97
2015	12,488			3,292,477		263.65		5,453,176		436.67	408,317			31,317,203		76.70		48,591,943		119.01
2016	91,381			18,133,297		198.44		11,083,863		121.29	750,763			68,948,936		91.84		66,695,110		88.84
2017	26,685			2,339,609		87.68		2,493,468		93.44	1,474,159			131,906,985		89.48		139,804,335		94.84
2018	877			99,313		113.24		126,042		143.72	286,209			34,294,857		119.82		37,189,676		129.94
Thereafter	86,193			11,813,908		137.06		15,645,491		181.52	3,463,558			272,140,911		78.57		328,613,641		94.88

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

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

(3)	Includes 399,980 square feet of space leased by Lehman Brothers that will expire upon bankruptcy court approval of the rejection of the lease.

Boston Properties, Inc.

First Quarter 2009

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	—		$	—	$	—	$	—	$	—	—		$	—	$	—	$	—	$	—
Q2 2009	469,815	(3)		45,565,496		96.99		45,570,785		97.00	—			—		—		—		—
Q3 2009	83,441			6,840,771		81.98		6,840,771		81.98	—			—		—		—		—
Q4 2009	42,698			3,745,090		87.71		3,745,090		87.71	—			—		—		—		—

Total 2009	595,954		$	56,151,357	$	94.22	$	56,156,646	$	94.23	—		$	—	$	—	$	—	$	—

Q1 2010	176,989		$	12,550,317	$	70.91	$	12,550,317	$	70.91	—		$	—	$	—	$	—	$	—
Q2 2010	117,511			6,145,230		52.29		6,243,996		53.14	—			—		—		—		—
Q3 2010	47,821			3,683,790		77.03		3,688,267		77.13	—			—		—		—		—
Q4 2010	121,620			10,131,902		83.31		10,145,865		83.42	—			—		—		—		—

Total 2010	463,941		$	32,511,238	$	70.08	$	32,628,445	$	70.33	—		$	—	$	—	$	—	$	—


	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	—		$	—	$	—	$	—	$	—	—		$	—	$	—	$	—	$	—
Q2 2009	658			52,815		80.27		52,815		80.27	470,473	(3)		45,618,311		96.96		45,623,600		96.97
Q3 2009	—			—		—		—		—	83,441			6,840,771		81.98		6,840,771		81.98
Q4 2009	243			96,709		397.98		96,709		397.98	42,941			3,841,799		89.47		3,841,799		89.47

Total 2009	901		$	149,524	$	165.95	$	149,524	$	165.95	596,855		$	56,300,881	$	94.33	$	56,306,170	$	94.34

Q1 2010	—		$	—	$	—	$	—	$	—	176,989		$	12,550,317	$	70.91	$	12,550,317	$	70.91
Q2 2010	—			—		—		—		—	117,511			6,145,230		52.29		6,243,996		53.14
Q3 2010	—			—		—		—		—	47,821			3,683,790		77.03		3,688,267		77.13
Q4 2010	—			—		—		—		—	121,620			10,131,902		83.31		10,145,865		83.42

Total 2010	—		$	—	$	—	$	—	$	—	463,941		$	32,511,238	$	70.08	$	32,628,445	$	70.33

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

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

(3)	Includes 399,980 square feet of space leased by Lehman Brothers that will expire upon bankruptcy court approval of the rejection of the lease.

Boston Properties, Inc.

First Quarter 2009

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	93,960	$	4,195,043	$	44.65	$	4,017,244	$	42.75	—	$	—	$	—	$	—	$	—
2010	128,147		4,740,428		36.99		4,741,118		37.00	—		—		—		—		—
2011	446,231		15,604,603		34.97		15,793,694		35.39	—		—		—		—		—
2012	53,614		1,876,065		34.99		1,910,175		35.63	—		—		—		—		—
2013	188,975		6,203,267		32.83		6,638,167		35.13	—		—		—		—		—
2014	653,277		22,011,329		33.69		23,124,935		35.40	—		—		—		—		—
2015	154,152		4,675,367		30.33		5,139,564		33.34	—		—		—		—		—
2016	36,919		1,039,429		28.15		1,150,186		31.15	—		—		—		—		—
2017	121,110		3,976,686		32.84		4,517,790		37.30	—		—		—		—		—
2018	—		—		—		—		—	—		—		—		—		—
Thereafter	26,770		767,396		28.67		874,476		32.67	—		—		—		—		—

	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	—	$	—	$	—	$	—	$	—	93,960	$	4,195,043	$	44.65	$	4,017,244	$	42.75
2010	—		—		—		—		—	128,147		4,740,428		36.99		4,741,118		37.00
2011	—		—		—		—		—	446,231		15,604,603		34.97		15,793,694		35.39
2012	—		—		—		—		—	53,614		1,876,065		34.99		1,910,175		35.63
2013	—		—		—		—		—	188,975		6,203,267		32.83		6,638,167		35.13
2014	—		—		—		—		—	653,277		22,011,329		33.69		23,124,935		35.40
2015	—		—		—		—		—	154,152		4,675,367		30.33		5,139,564		33.34
2016	—		—		—		—		—	36,919		1,039,429		28.15		1,150,186		31.15
2017	—		—		—		—		—	121,110		3,976,686		32.84		4,517,790		37.30
2018	—		—		—		—		—	—		—		—		—		—
Thereafter	—		—		—		—		—	26,770		767,396		28.67		874,476		32.67

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

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

Boston Properties, Inc.

First Quarter 2009

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	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2009	8,570		295,323		34.46		117,524		13.71	—		—		—		—		—
Q3 2009	23,126		842,717		36.44		842,717		36.44	—		—		—		—		—
Q4 2009	62,264		3,057,003		49.10		3,057,003		49.10	—		—		—		—		—

Total 2009	93,960	$	4,195,043	$	44.65	$	4,017,244	$	42.75	—	$	—	$	—	$	—	$	—

Q1 2010	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2010	11,901		389,369		32.72		390,058		32.78	—		—		—		—		—
Q3 2010	5,260		193,070		36.71		193,070		36.71	—		—		—		—		—
Q4 2010	110,986		4,157,989		37.46		4,157,989		37.46	—		—		—		—		—

Total 2010	128,147	$	4,740,428	$	36.99	$	4,741,118	$	37.00	—	$	—	$	—	$	—	$	—


	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	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2009	—		—		—		—		—	8,570		295,323		34.46		117,524		13.71
Q3 2009	—		—		—		—		—	23,126		842,717		36.44		842,717		36.44
Q4 2009	—		—		—		—		—	62,264		3,057,003		49.10		3,057,003		49.10

Total 2009	—	$	—	$	—	$	—	$	—	93,960	$	4,195,043	$	44.65	$	4,017,244	$	42.75

Q1 2010	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2010	—		—		—		—		—	11,901		389,369		32.72		390,058		32.78
Q3 2010	—		—		—		—		—	5,260		193,070		36.71		193,070		36.71
Q4 2010	—		—		—		—		—	110,986		4,157,989		37.46		4,157,989		37.46

Total 2010	—	$	—	$	—	$	—	$	—	128,147	$	4,740,428	$	36.99	$	4,741,118	$	37.00

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

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

Boston Properties, Inc.

First Quarter 2009

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	167,223		$	8,173,401	$	48.88	$	8,396,511	$	50.21	344,123	$	13,363,424	$	38.83	$	13,367,714	$	38.85
2010	192,140			9,146,745		47.60		9,658,947		50.27	370,596		19,117,844		51.59		19,419,600		52.40
2011	763,988			43,704,928		57.21		44,589,272		58.36	132,565		7,423,452		56.00		7,687,406		57.99
2012	431,198			20,616,122		47.81		20,706,368		48.02	169,638		7,567,224		44.61		7,668,742		45.21
2013	297,209			17,524,519		58.96		18,218,427		61.30	245,179		7,607,681		31.03		7,753,957		31.63
2014	529,243			25,076,830		47.38		25,245,803		47.70	70,322		3,559,313		50.61		4,043,704		57.50
2015	309,531			15,333,198		49.54		16,445,008		53.13	337,833		18,985,300		56.20		21,157,679		62.63
2016	296,421			22,416,225		75.62		23,061,453		77.80	57,782		2,761,189		47.79		3,215,094		55.64
2017	213,940			12,002,640		56.10		14,759,197		68.99	746,056		41,124,078		55.12		44,602,259		59.78
2018	178,454			7,809,522		43.76		8,175,540		45.81	51,018		3,426,341		67.16		3,946,073		77.35
Thereafter	1,103,290			46,754,520		42.38		74,366,934		67.40	1,358,346		70,048,153		51.57		91,096,058		67.06

	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	596,855	(3)	$	56,300,881	$	94.33	$	56,306,170	$	94.34	147,720	$	7,396,162	$	50.07	$	7,319,974	$	49.55
2010	463,941			32,511,238		70.08		32,628,445		70.33	204,531		11,679,626		57.10		11,813,794		57.76
2011	258,680			22,925,140		88.62		23,106,586		89.32	315,265		24,442,009		77.53		24,667,295		78.24
2012	640,590			53,800,108		83.99		54,375,622		84.88	251,069		13,680,710		54.49		14,444,107		57.53
2013	127,127			12,368,682		97.29		12,144,524		95.53	223,105		10,985,855		49.24		11,443,024		51.29
2014	169,384			14,885,632		87.88		15,747,669		92.97	225,438		10,479,912		46.49		11,130,713		49.37
2015	408,317			31,317,203		76.70		48,591,943		119.01	167,668		7,801,257		46.53		8,426,255		50.26
2016	750,763			68,948,936		91.84		66,695,110		88.84	852,401		36,705,068		43.06		38,997,800		45.75
2017	1,474,159			131,906,985		89.48		139,804,335		94.84	194,220		9,067,891		46.69		9,623,811		49.55
2018	286,209			34,294,857		119.82		37,189,676		129.94	75,187		4,382,412		58.29		4,922,301		65.47
Thereafter	3,463,558			272,140,911		78.57		328,613,641		94.88	484,896		26,132,320		53.89		29,283,762		60.39

	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 50.

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

(3)	Includes 399,980 square feet of space leased by Lehman Brothers that will expire upon bankruptcy court approval of the rejection of the lease.

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	460,810	$	14,748,228	$	32.01	$	14,748,228	$	32.01	522,279	$	16,167,220	$	30.96	$	16,167,220	$	30.96
2010	616,642		20,121,480		32.63		20,750,905		33.65	604,737		19,528,247		32.29		19,715,013		32.60
2011	506,260		14,059,861		27.77		14,328,762		28.30	708,163		24,549,143		34.67		25,506,166		36.02
2012	793,516		24,744,756		31.18		26,042,142		32.82	782,123		31,444,265		40.20		33,040,399		42.24
2013	172,596		4,921,466		28.51		5,543,968		32.12	145,246		6,483,920		44.64		6,854,484		47.19
2014	185,496		5,198,604		28.03		5,418,159		29.21	651,073		19,954,159		30.65		21,969,163		33.74
2015	94,997		2,601,873		27.39		3,093,516		32.56	282,430		9,057,086		32.07		10,739,053		38.02
2016	214,824		6,761,329		31.47		7,559,645		35.19	151,366		5,443,962		35.97		6,549,668		43.27
2017	145,556		4,673,661		32.11		5,380,286		36.96	76,044		3,484,368		45.82		4,267,780		56.12
2018	2,291		63,954		27.92		68,536		29.92	250,107		11,622,545		46.47		14,440,883		57.74
Thereafter	502,579		16,680,865		33.19		17,237,889		34.30	850,252		30,049,465		59.79		35,879,487		42.20

	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	—	$	—	$	—	$	—	$	—	77,818	$	2,400,277	$	30.84	$	2,235,469	$	28.73
2010	—		—		—		—		—	584,165		9,064,371		15.52		9,383,171		16.06
2011	—		—		—		—		—	92,764		2,000,182		21.56		2,174,475		23.44
2012	—		—		—		—		—	26,841		899,143		33.50		972,458		36.23
2013	—		—		—		—		—	36,473		903,995		24.79		1,048,745		28.75
2014	—		—		—		—		—	256,302		8,507,588		33.19		9,245,737		36.07
2015	—		—		—		—		—	221,962		6,999,573		31.54		8,194,629		36.92
2016	—		—		—		—		—	128,388		3,108,379		24.21		3,682,460		28.68
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	93,960	$	4,195,043	$	44.65	$	4,017,244	$	42.75	—	$	—	$	—	$	—	$	—
2010	128,147		4,740,428		36.99		4,741,118		37.00	—		—		—		—		—
2011	446,231		15,604,603		34.97		15,793,694		35.39	—		—		—		—		—
2012	53,614		1,876,065		34.99		1,910,175		35.63	—		—		—		—		—
2013	188,975		6,203,267		32.83		6,638,167		35.13	—		—		—		—		—
2014	653,277		22,011,329		33.69		23,124,935		35.40	—		—		—		—		—
2015	154,152		4,675,367		30.33		5,139,564		33.34	—		—		—		—		—
2016	36,919		1,039,429		28.15		1,150,186		31.15	—		—		—		—		—
2017	121,110		3,976,686		32.84		4,517,790		37.30	—		—		—		—		—
2018	—		—		—		—		—	—		—		—		—		—
Thereafter	26,770		767,396		28.67		874,476		32.67	—		—		—		—		—

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

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

Boston Properties, Inc.

First Quarter 2009

HOTEL PERFORMANCE

Cambridge Center Marriott


	First Quarter 2009			First Quarter 2008			Percent Change
Occupancy		69.2	%		68.5	%	1.0	%

Average Daily Rate	$	168.32		$	180.59		-6.8	%

Revenue per available room	$	116.68		$	123.94		-5.9	%

OCCUPANCY ANALYSIS

Same Property Occupancy⁽¹⁾ - By Location


	CBD				Suburban				Total
Location	31-Mar-09		31-Mar-08		31-Mar-09		31-Mar-08		31-Mar-09		31-Mar-08
Greater Boston	96.7	%	97.9	%	87.2	%	87.2	%	92.4	%	93.0	%
Greater Washington	99.9	%	98.9	%	97.2	%	97.6	%	98.3	%	98.1	%
Midtown Manhattan	98.0	%	99.8	%	n/a		n/a		98.0	%	99.8	%
Princeton/East Brunswick, NJ	n/a		n/a		82.4	%	83.2	%	82.4	%	83.2	%
Greater San Francisco	91.4	%	94.2	%	95.4	%	96.6	%	92.6	%	94.9	%

Total Portfolio	96.7	%	98.0	%	91.0	%	91.4	%	94.3	%	95.2	%

Same Property Occupancy⁽¹⁾ - By Type of Property


	CBD				Suburban				Total
	31-Mar-09		31-Mar-08		31-Mar-09		31-Mar-08		31-Mar-09		31-Mar-08
Total Office Portfolio	96.6	%	97.9	%	92.6	%	93.1	%	95.0	%	96.0	%
Total Office/Technical Portfolio	100.0	%	100.0	%	77.9	%	77.9	%	81.9	%	81.9	%

Total Portfolio	96.7	%	98.0	%	91.0	%	91.4	%	94.3	%	95.2	%

(1)	For disclosures related to our definition of Same Property, see page 50.

Boston Properties, Inc.

First Quarter 2009

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel Properties


	Office		Office/Technical		Hotel (1)		Total
Number of Properties	105		20		1		126
Square feet	28,048,342		1,659,294		330,400		30,038,036
Percent of in-service properties	85.5	%	100.0	%	100.0	%	86.3	%
Occupancy @ 03/31/08	96.0	%	81.9	%	—		95.2	%
Occupancy @ 03/31/09	95.0	%	81.9	%	—		94.3	%
Percent change from 1st quarter 2009 over 1st quarter 2008 (2):
Rental revenue	3.1	%	5.7	%	-7.1	%
Operating expenses and real estate taxes	2.9	%	8.1	%	-7.2	%
Consolidated Net Operating Income (3) - excluding hotel							3.3	%(2)
Consolidated Net Operating Income (3) - Hotel							-5.9	%(2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (3) (4)							-4.6	%(2)
Portfolio Net Operating Income (3)							3.1	%

Rental revenue - cash basis	2.8	%	11.7	%	-7.1	%
Consolidated Net Operating Income (3) - cash basis (4) excluding hotel	2.8	%	13.4	%			3.1	%(2)
Consolidated Net Operating Income (3) - cash basis (4) - Hotel							-5.9	%(2)
Net Operating Income - cash basis (4) - BXP’s share of unconsolidated joint ventures							0.1	%(2)
Portfolio Net Operating Income (3) - cash basis (4)							3.0	%

Same Property Lease Analysis - quarter ended March 31, 2009


	Office			Office/Technical			Total
Vacant space available @ 1/1/2009 (sf)		1,297,777			300,275			1,598,052
Square footage of leases expiring or terminated 1/1/2009-3/31/2009		632,405			31,060			663,465

Total space for lease (sf)		1,930,182			331,335			2,261,517

New tenants (sf)		259,422			—			259,422
Renewals (sf)		269,554			31,060			300,614

Total space leased (sf)		528,976			31,060			560,036

Space available @ 3/31/2009 (sf)		1,401,206			300,275			1,701,481

Net (increase)/decrease in available space (sf)		(103,429	)		—			(103,429	)
2nd generation Average lease term (months)		91			12			87
2nd generation Average free rent (days)		54			—			51
2nd generation TI/Comm PSF	$	38.59		$	0.49		$	36.37	(6)
Increase (decrease) in 2nd generation gross rents (5)		27.60	%		2.36	%		27.00	%
Increase (decrease) in 2nd generation net rents (5)		44.67	%		3.02	%		43.31	%

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

(2)	See page 43 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 42. For disclosures relating to our use of Portfolio NOI and Consolidated NOI, see page 50.

(4)	For disclosures related to the calculation of NOI from unconsolidated joint ventures, see page 17.

(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 534,872 square feet.

(6)	Includes 259,724 rentable square feet of leasing activity in New York with an average tenant improvement allowance of $18.77 per rentable square foot, leasing commission of $33.71 per rentable square foot and a 122 month average lease term.

Boston Properties, Inc.

First Quarter 2009

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	3/31/2009			3/31/2008
	*(in thousands)*
Net income (loss) available to common shareholders	$	44,598		$	84,482
Income (loss) attributable to noncontrolling interests:
Preferred distributions on noncontrolling interest—redeemable preferred units of the Operating Partnership	$	990		$	905
Noncontrolling interest in gains on sales of real estate—common units of the Operating Partnership		401			3,413
Noncontrolling interest—common units of the Operating Partnership		7,531			11,441
Noncontrolling interests in property partnerships		510			625
Gains on sales of real estate		(2,795	)		(23,438	)
(Income) loss from unconsolidated joint ventures		(5,097	)		(1,042	)
Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and income (loss) attributable to noncontrolling interests		46,138			76,386

Add:
Losses from investments in securities		587			873
Net derivative losses		—			3,788
Loss from suspension of development		27,766			—
Depreciation and amortization		77,370			74,671
Interest expense		78,930			72,496
General and administrative expense		17,420			19,588

Subtract:
Interest and other income		(320	)		(12,652	)
Development and management services income		(8,296	)		(5,477	)

Consolidated Net Operating Income	$	239,595		$	229,673

Net Operating Income from unconsolidated joint ventures (BXP's share) (1)		59,920			5,997

Combined Net Operating Income	$	299,515		$	235,670

Subtract:
Net Operating Income from Value-Added Fund (BXP's share)		(1,320	)		(471	)

Portfolio Net Operating Income		298,195			235,199

Same Property Net Operating Income	$	232,827		$	225,809

Net operating income from non Same Properties (2)		64,681			6,009
Termination income		687			3,381

Portfolio Net Operating Income	$	298,195		$	235,199

Same Property Net Operating Income	$	232,827		$	225,809
Less straight-line rent and fair value lease revenue		10,345			9,875

Same Property Net Operating Income—cash basis	$	222,482		$	215,934

(1)	For disclosures related to the calculation of Net Operating Income from unconsolidated joint ventures, see page 17.

(2)	Pages 20-22 indicate by footnote the properties which are not included as part of Same Property Net Operating Income.

Boston Properties, Inc.

First Quarter 2009

Same Property Net Operating Income by Reportable Segment

(in thousands)


	Office										Office/Technical
	For the three months ended					$			%		For the three months ended						$			%
	31-Mar-09			31-Mar-08		Change			Change		31-Mar-09			31-Mar-08			Change			Change
Rental Revenue	$	334,623		$	327,698						$	11,973		$	11,327
Less Termination Income		119			3,380							—			—

Rental revenue - subtotal		334,504			324,318		10,186		3.1	%		11,973			11,327			646		5.7	%

Operating expenses and real estate taxes		115,783			112,537		3,246		2.9	%		3,730			3,452			278		8.1	%

Net Operating Income (1)	$	218,721		$	211,781	$	6,940		3.3	%	$	8,243		$	7,875		$	368		4.7	%

Rental revenue - subtotal	$	334,504		$	324,318						$	11,973		$	11,327

Less straight line rent and fair value lease revenue		10,464			9,135		1,329		14.5	%		75			673			(598	)	-88.9	%


Rental revenue - cash basis		324,040			315,183		8,857		2.8	%		11,898			10,654			1,244		11.7	%

Less:
Operating expenses and real estate taxes		115,783			112,537		3,246		2.9	%		3,730			3,452			278		8.1	%

Net Operating Income (2) - cash basis	$	208,257		$	202,646	$	5,611		2.8	%	$	8,168		$	7,202		$	966		13.4	%


	Sub-Total										Hotel
	For the three months ended					$			%		For the three months ended						$			%
	31-Mar-09			31-Mar-08		Change			Change		31-Mar-09			31-Mar-08			Change			Change
Rental Revenue	$	346,596		$	339,025						$	6,062		$	6,524
Less Termination Income		119			3,380							—			—

Rental revenue - subtotal		346,477			335,645		10,832		3.2	%		6,062			6,524		$	(462	)	-7.1	%

Operating expenses and real estate taxes		119,513			115,989		3,524		3.0	%		5,472			5,897			(425	)	-7.2	%

Net Operating Income (1)	$	226,964		$	219,656	$	7,308		3.3	%	$	590		$	627		$	(37	)	-5.9	%

Rental revenue - subtotal	$	346,477		$	335,645						$	6,062		$	6,524

Less straight line rent and fair value lease revenue		10,539			9,808		731		7.5	%		(1	)		(1	)		—		0.0	%

Rental revenue - cash basis		335,938			325,837		10,101		3.1	%		6,063			6,525			(462	)	-7.1	%

Less:
Operating expenses and real estate taxes		119,513			115,989		3,524		3.0	%		5,472			5,897			(425	)	-7.2	%

Net Operating Income (2) - cash basis	$	216,425		$	209,848	$	6,577		3.1	%	$	591		$	628		$	(37	)	-5.9	%


	Unconsolidated Joint Ventures (3)										Total
	For the three months ended					$			%		For the three months ended						$			%
	31-Mar-09			31-Mar-08		Change			Change		31-Mar-09			31-Mar-08			Change			Change
Rental Revenue	$	8,990		$	9,048						$	361,648		$	354,597
Less Termination Income		1			1							120			3,381

Rental revenue - subtotal		8,989			9,047	$	(58	)	-0.6	%		361,528			351,216			10,312		2.9	%

Operating expenses and real estate taxes		3,716			3,521		195		5.5	%		128,701			125,407			3,294		2.6	%

Net Operating Income (1)	$	5,273		$	5,526	$	(253	)	-4.6	%	$	232,827		$	225,809		$	7,018		3.1	%

Rental revenue - subtotal	$	8,989		$	9,047						$	361,528		$	351,216

Less straight line rent and fair value lease revenue		(193	)		68		(261	)	-383.8	%		10,345			9,875			470		4.8	%

Rental revenue - cash basis		9,182			8,979		203		2.3	%		351,183			341,341			9,842		2.9	%

Less:
Operating expenses and real estate taxes		3,716			3,521		195		5.5	%		128,701			125,407			3,294		2.6	%

Net Operating Income (2) - cash basis	$	5,466		$	5,458	$	8		0.1	%	$	222,482		$	215,934		$	6,548		3.0	%

(1)	For a quantitative reconciliation of net operating income (NOI) to net income available to common shareholders, see page 42. For disclosures relating to our use of NOI see page 50.

(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 50.

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

Boston Properties, Inc.

First Quarter 2009

LEASING ACTIVITY

All In-Service Properties - quarter ended March 31, 2009


	Office			Office/ Technical			Total
Vacant space available @ 1/1/2009 (sf)		1,582,916			300,275			1,883,191
Property dispositions/ assets taken out of service (sf)		—			—			—
Property acquisitions/ assets placed in-service (sf)		—			—			—
Leases expiring or terminated 1/1/2009-3/31/2009 (sf)		721,115			31,060			752,175

Total space for lease (sf)		2,304,031			331,335			2,635,366

New tenants (sf)		359,843			—			359,843
Renewals (sf)		269,554			31,060			300,614

Total space leased (sf)		629,397			31,060			660,457	(1)

Space available @ 3/31/2009 (sf)		1,674,634			300,275			1,974,909

Net (increase)/decrease in available space (sf)		(91,718	)		—			(91,718	)
2nd generation Average lease term (months)		98			12			94
2nd generation Average free rent (days)		69			—			65
2nd generation TI/Comm PSF	$	42.62		$	0.49		$	40.49	(6)
Increase (decrease) in 2nd generation gross rents (2)		35.82	%		2.36	%		35.12	%
Increase (decrease) in 2nd generation net rents (3)		59.22	%		3.02	%		57.60	%


	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	—	154,795	9.31	%	14.01	%	154,795	99,565
Washington	21,367	55,289	7.53	%	10.54	%	76,656	33,334
New York	—	338,778	46.63	%	79.83	%	338,778	60,327
San Francisco	—	46,034	58.30	%	87.17	%	46,034	11,377
Princeton	—	44,194	-14.31	%	-22.23	%	44,194	46,764

	21,367	639,090	35.12	%	57.60	%	660,457	251,367

(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 613,926.

(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 613,926.

(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.

(6)	Includes 338,778 rentable square feet of leasing activity in New York with an average tenant improvement allowance of $22.02 per rentable square foot, leasing commission of $34.16 per rentable square foot and a 129 month average lease term.

Boston Properties, Inc.

First Quarter 2009

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q1 2009			2008			2007		2006
Recurring capital expenditures	$	8,814		$	29,781		$	36,599	$	25,718

Planned non-recurring capital expenditures associated with acquisition properties		382			3,203			1,490		3,869

Hotel improvements, equipment upgrades and replacements		662			2,317	(1)		1,127		7,969	(2)

	$	9,858		$	35,301		$	39,216	$	37,556


*2nd Generation Tenant Improvements and Leasing Commissions*

	Q1 2009			2008			2007		2006
Office
Square feet		608,030			2,472,619			3,201,812		2,972,996

Tenant improvement and lease commissions PSF	$	42.62		$	30.17		$	23.88	$	29.14

Office/Technical
Square feet		31,060			26,388			226,692		33,400

Tenant improvement and lease commissions PSF	$	0.49		$	—		$	26.62	$	—


Average tenant improvement and lease commissions PSF	$	40.49	(3)	$	29.85		$	24.06	$	28.82

(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.

(3)	Includes 338,778 rentable square feet of leasing activity in New York with an average tenant improvement allowance of $22.02 per rentable square foot, leasing commission of $34.16 per rentable square foot and a 129 month average lease term.

Boston Properties, Inc.

First Quarter 2009

ACQUISITIONS/DISPOSITIONS

as of March 31, 2009

ACQUISITIONS

For the period from January 1, 2009 through March 31, 2009


Property	Date Acquired	Square Feet	Initial Investment		Anticipated Future Investment			Total Investment		Percentage Leased
17 Cambridge Center (Development Rights)	Jan-09	N/A	$	11,400,000	$	—	(1)	$	11,400,000	N/A

Total Acquisitions		—	$	11,400,000	$	-		$	11,400,000	—

DISPOSITIONS

For the period from January 1, 2009 through March 31, 2009


Property	Date Disposed	Square Feet	Gross Sales Price		Book Gain
20 F Street Land (2)	Apr-08	—	$	—	$	2,795,000

Total Dispositions		—	$	—	$	2,795,000

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

(2)

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.

First Quarter 2009

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of March 31, 2009


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 03/31/09 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (4)
One Preserve Parkway	Q2 2008	Q4 2009	Rockville, MD	1	183,000	$	47,787,397	$	60,536,931	$	—	$	—	$	12,749,534	20	%
Wisconsin Place (66.67% ownership) (5)	Q2 2009	Q4 2009	Chevy Chase, MD	1	290,000		76,442,149		93,500,000		79,970,501		55,459,521		—	91	%
Democracy Tower (formerly South of Market - Phase II)	Q3 2009	Q3 2009	Reston, VA	1	225,000		65,364,858		87,200,000		65,000,000		37,477,943		—	100	%
701 Carnegie Center	Q4 2009	Q4 2009	Princeton, NJ	1	120,000		21,450,268		34,000,000		—		—		12,549,732	100	%
Weston Corporate Center	Q3 2010	Q3 2010	Weston, MA	1	356,367		42,186,897		150,000,000		—		—		107,813,103	100	%
280 Congress Street (Russia Wharf) (6)(7)	Q1 2011	Q1 2012	Boston, MA	2	815,000		243,916,684		550,000,000		215,000,000		—		91,083,316	78	% (8)
2200 Pennsylvania Avenue (9)	Q2 2011	Q2 2012	Washington, DC	2	780,000		43,260,400		380,000,000		—		—		336,739,600	42	%

Total Properties under Construction				9	2,769,367	$	540,408,653	$	1,355,236,931	$	359,970,501	$	92,937,464	$	560,935,285	75	% (8)


250 West 55th (10)	—	—	New York, NY	1	1,000,000		436,988,868		480,000,000		—		—		43,011,132	22	%

Total Properties Delayed				1	1,000,000	$	436,988,868	$	480,000,000	$	—	$	—	$	43,011,132	22	%

PROJECTS PLACED-IN-SERVICE DURING 2009

Initial
In Service Date

Estimated
Stabilization
Date

Location

# of
Buildings

Square feet

Investment
to Date (3)

Estimated
Total
Investment (3)

Debt

Drawn at
3/31/2009 (2)

Estimated
Future Equity
Requirement

Percentage
Leased

Total Projects Placed in Service

—

IN-SERVICE PROPERTIES HELD FOR RE-DEVELOPMENT


	Sub Market	Number of Buildings	Square Feet	Leased %		Annualized Revenue Per Leased SF (11)		Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)	Estimated Future SF (12)
103 Fourth Avenue	Route 128 Mass Turnpike MA	1	62,476	58.5	%	$	22.07	N	S	265,000
Waltham Office Center	Route 128 Mass Turnpike MA	3	129,262	33.7	%		16.87	N	S	414,000
6601 Springfield Center Drive	Fairfax County VA	1	26,388	100.0	%		13.72	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	%		15.88	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	67.1	%	$	22.02			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 April 29, 2009.

(5)	Includes approximately $50.3 million of land and infrastructure costs invested to date.

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

(7)	On April 21, 2009, the Company obtained construction financing totaling $215.0 million.

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

(9)	Includes 330,000 square feet of residential space and 71,000 square feet of retail space.

(10)	Effective February 6, 2009 project has been delayed. Estimated future equity requirements include approximately $20 million of capitalized interest during construction.

(11)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(12)	Included in developable square feet of Value Creation Pipeline - Owned Land Parcels on page 48.

Boston Properties, Inc.

First Quarter 2009

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of March 31, 2009


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 March 31, 2009


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 47.

(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.

First 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 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; and (4) subtracting all non-cash compensation expense related to restricted securities. Although our FAD may not be comparable to that of other REITs and real estate companies, we believe it provides a meaningful indicator of our ability to fund cash needs and to make cash distributions to equity owners. In addition, we believe that to further understand our liquidity, FAD should be compared with our cash flows in accordance with GAAP, as presented in our consolidated financial statements. FAD does not represent cash generated from operating activities determined in accordance with GAAP, and FAD should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of our liquidity.

Consolidated Debt to Total Consolidated Market Capitalization Ratio

Consolidated debt to total consolidated market capitalization ratio, defined as total consolidated debt as a percentage of the market value of our outstanding equity securities plus our total consolidated debt, is a measure of leverage commonly used by analysts in the REIT sector. Total consolidated market capitalization is the sum of (A) our total consolidated indebtedness outstanding plus (B) the market value of our outstanding equity securities calculated using the closing price per share of common stock of the Company multiplied by the sum of (1) outstanding shares of common stock of the Company, (2) outstanding common units of limited partnership interest in Boston Properties Limited Partnership (excluding common units held by the Company), (3) common units issuable upon conversion of all outstanding Series Two Preferred Units of partnership interest in Boston Properties Limited Partnership and (4) common units issuable upon conversion of all outstanding LTIP Units, assuming all conditions have been met for the conversion of the LTIP Units. 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 the Company, 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) outstanding shares of common stock of the Company, (2) outstanding common units of limited partnership interest in Boston Properties Limited Partnership (excluding common units held by the Company), (3) common units issuable upon conversion of all outstanding Series Two Preferred Units of partnership interest in Boston Properties Limited Partnership and (4) common units issuable upon conversion of all outstanding LTIP Units, assuming all conditions have been met for the conversion of the LTIP Units.

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 the Company, 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.

First Quarter 2009

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, loss from suspension of development, net derivative losses and losses from early extinguishment of debt, less interest income, development and management services income, income attributable to noncontrolling interests, gains from property dispositions, gains on sale from discontinued operations, income from discontinued operations and income from unconsolidated joint ventures. 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 evaluate regional property level performance and to make decisions about resource allocations. Further, like Consolidated NOI and Combined NOI, we believe Portfolio NOI is useful to investors as a performance measure because, when compared across periods, Portfolio NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income. Portfolio NOI presented by us may not be comparable to Portfolio NOI reported by other REITs that define Portfolio NOI differently. We believe that in order to facilitate a clear understanding of our operating results, Portfolio NOI should be examined in conjunction with net income as presented in our consolidated financial statements. Portfolio NOI should not be considered as an alternative to net income as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

In-Service Properties

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

Same Properties

In our analysis of NOI, particularly to make comparisons of NOI between periods meaningful, it is important to provide information for properties that were in-service and owned by us throughout each period presented. We refer to properties acquired or placed in-service prior to the beginning of the earliest period presented and owned by us through the end of the latest period presented as “Same Properties.” “Same Properties” therefore exclude properties placed in-service, acquired or repositioned after the beginning of the earliest period presented or disposed of prior to the end of the latest period presented. Accordingly, it takes at least one year and one quarter after a property is acquired or treated as “in-service” for that property to be included in “Same Properties.” Pages 20-22 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 ANNOUNCES

FIRST QUARTER 2009 RESULTS


		Reports diluted FFO per share of $1.11		Reports diluted EPS of $0.37

BOSTON, MA, April 29, 2009 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the first quarter ended March 31, 2009.

Funds from Operations (FFO) for the quarter ended March 31, 2009 were $134.8 million, or $1.11 per share basic and $1.11 per share diluted. This compares to FFO for the quarter ended March 31, 2008 of $130.7 million, or $1.09 per share basic and $1.08 per share diluted. FFO for the quarter ended March 31, 2009 includes (1) an aggregate charge of $0.19 per share on a diluted basis related to the suspension of construction on the Company’s 250 West 55^th Street development project in New York City and (2) additional non-cash interest expense of $0.06 per share on a diluted basis related to the Company’s adoption of FSP No. APB 14-1. FFO for the quarter ended March 31, 2008 includes $0.03 per share on a diluted basis related to the additional non-cash interest expense associated with the Company’s adoption of FSP No. APB 14-1. The weighted average number of basic and diluted shares outstanding totaled 121,255,708 and 122,928,708, respectively, for the quarter ended March 31, 2009 and 119,535,586 and 122,482,731, respectively, for the quarter ended March 31, 2008.

Net income available to common shareholders was $44.6 million for the quarter ended March 31, 2009, compared to $84.5 million for the quarter ended March 31, 2008. Net income available to common shareholders per share (EPS) for the quarter ended March 31, 2009 was $0.37 basic and $0.37 on a diluted basis. This compares to EPS for the first quarter of 2008 of $0.71 basic and $0.70 on a diluted basis. EPS includes $0.02 and $0.17, on a diluted basis, related to gains on sales of real estate for the quarters ended March 31, 2009 and 2008, respectively.

The reported results are unaudited and there can be no assurance that the results will not vary from the final information for the quarter ended March 31, 2009. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of March 31, 2009, 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 March 31, 2009 was 94.3%.

Significant events during the first quarter included:

•

On January 5, 2009, the Company paid $25.0 million in connection with the agreement entered into in May 2006 to redeem the outside members’ equity interests in the limited liability company that owns Citigroup Center.

•

On January 16, 2009, the Company acquired the development rights for the site at 17 Cambridge Center in Cambridge, Massachusetts for approximately $11.4 million.

•

On February 6, 2009, the Company announced that it was suspending construction on its 1,000,000 square foot office building at 250 West 55th Street in New York City. The Company intends to complete the construction of foundations and steel/deck to grade to facilitate a restart of construction in the future and therefore anticipates that most construction activity on this project will be completed in the fourth quarter of 2009. The Company expects the suspension of development will reduce its 2009 capitalized interest up to approximately $5 million and will reduce 2009 capitalized wages by a modest amount. These reductions will result in corresponding incremental increases to the Company’s anticipated interest expense and general and administrative expense. During the first quarter of 2009, the Company recognized one-time costs aggregating approximately $27.8 million related to the suspension of development.

Transactions completed subsequent to March 31, 2009:

•

On April 21, 2009, the Company obtained construction financing totaling $215.0 million collateralized by its Russia Wharf development project located in Boston, Massachusetts. Russia Wharf, also known as 280 Congress Street, consists of a mixed-use project with approximately 846,000 net rentable square feet. Wellington Management Company, LLP has leased approximately 450,000 square feet of the office space in the development. The construction financing bears interest at a variable rate equal to LIBOR plus 3.00% per annum and matures on April 21, 2012 with two, one-year extension options.

New Accounting Pronouncements:

Effective January 1, 2009, the Company adopted Financial Accounting Standards Board 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. As a result of applying FSP No. APB 14-1, the Company reported additional non-cash interest expense of approximately $9.4 million and $5.5 million for the quarters ended March 31, 2009 and March 31, 2008, respectively. The additional non-cash interest expense 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 requires companies to retrospectively apply the requirements of the pronouncement to all periods presented.

Effective January 1, 2009, the Company adopted Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51” (“SFAS No. 160”) and EITF Topic No. D-98 “Classification and Measurement of Redeemable Securities” (Amended), under which noncontrolling interests of the Company (previously known as “minority interests”) are reclassified either as a component of equity or in the mezzanine section of the balance sheet as temporary equity depending on the terms of such noncontrolling interests. Under SFAS No. 160, net income encompasses the total income of all consolidated subsidiaries and there is a separate disclosure of the attribution of that income between controlling and noncontrolling interests. The implementation of this standard had no effect on the Company’s results of operations.

EPS and FFO per Share Guidance:

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


	Second Quarter 2009					Full Year 2009
	Low - High					Low - High
Projected EPS (diluted)	$	0.53	-	$	0.55	$	1.68	-	$	1.83
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		0.03	-		0.03		0.08	-		0.08

Projected FFO per Share (diluted)	$	1.26	-	$	1.28	$	4.65	-	$	4.80

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. 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.

Boston Properties will host a conference call on Thursday, April 30, 2009 at 2:00 PM Eastern Time, open to the general public, to discuss the first quarter 2009 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 (877) 857-6151 (Domestic) or (719) 325-4752 (International); no passcode required. A replay of the conference call will be available through May 8, 2009, by dialing (888) 203-1112 (Domestic) or (719) 457-0820 (International) and entering the passcode 3634910. 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’ first quarter 2009 “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 contracts, 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 second 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 March 31,
	2009			2008
	(in thousands, except for per share amounts) (unaudited)
Revenue
Rental:
Base rent	$	293,517		$	281,394
Recoveries from tenants		52,408			48,884
Parking and other		16,941			16,501

Total rental revenue		362,866			346,779
Hotel revenue		6,062			6,524
Development and management services		8,296			5,477
Interest and other		320			12,652

Total revenue		377,544			371,432


Expenses
Operating:
Rental		123,861			117,733
Hotel		5,472			5,897
General and administrative		17,420			19,588
Interest		78,930			72,496
Depreciation and amortization		77,370			74,671
Loss from suspension of development		27,766			—
Net derivative losses		—			3,788
Losses from investments in securities		587			873

Total expenses		331,406			295,046

Income before income from unconsolidated joint ventures, gains on sales of real estate and income attributable to noncontrolling interests		46,138			76,386
Income from unconsolidated joint ventures		5,097			1,042
Gains on sales of real estate		2,795			23,438

Income before income attributable to noncontrolling interests		54,030			100,866
Income attributable to noncontrolling interests:
Noncontrolling interests in property partnerships		(510	)		(625	)
Noncontrolling interest - common units of the Operating Partnership		(7,531	)		(11,441	)
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership		(401	)		(3,413	)
Preferred distributions on noncontrolling interest - redeemable preferred units of the Operating Partnership		(990	)		(905	)

Net income available to common shareholders	$	44,598		$	84,482


Basic earnings per common share:
Net income available to common shareholders	$	0.37		$	0.71

Weighted average number of common shares outstanding		121,256			119,536


Diluted earnings per common share:
Net income available to common shareholders	$	0.37		$	0.70

Weighted average number of common and common equivalent shares outstanding		121,468			121,022

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS


	March 31, 2009			December 31, 2008
	(in thousands, except for share amounts) (unaudited)
ASSETS

Real estate	$	9,577,375		$	9,560,924
Construction in progress		916,220			835,983
Land held for future development		239,765			228,300
Less: accumulated depreciation		(1,835,283	)		(1,768,785	)

Total real estate		8,898,077			8,856,422

Cash and cash equivalents		143,789			241,510
Cash held in escrows		19,420			21,970
Investments in securities		9,408			11,590
Tenant and other receivables, net of allowance for doubtful accounts of $4,254 and $4,006, respectively		69,116			68,743
Related party note receivable		270,000			270,000
Accrued rental income, net of allowance of $16,641 and $15,440, respectively		331,237			316,711
Deferred charges, net		301,889			325,369
Prepaid expenses and other assets		47,664			22,401
Investments in unconsolidated joint ventures		781,336			782,760

Total assets	$	10,871,936		$	10,917,476


LIABILITIES AND EQUITY

Liabilities:
Mortgage notes payable	$	2,669,705		$	2,660,642
Unsecured senior notes, net of discount		1,472,495			1,472,375
Unsecured exchangeable senior notes, net of discount		1,870,600			1,859,867
Unsecured line of credit		100,000			100,000
Accounts payable and accrued expenses		200,269			171,791
Dividends and distributions payable		97,547			97,162
Accrued interest payable		50,329			67,132
Other liabilities		133,662			173,750

Total liabilities		6,594,607			6,602,719


Commitments and contingencies		—			—

Noncontrolling Interest:
Redeemable preferred units of the Operating Partnership		55,652			55,652

Equity:
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, 121,357,422 and 121,259,555 shares issued and 121,278,522 and 121,180,655 shares outstanding in 2009 and 2008, respectively		1,213			1,212
Additional paid-in capital		3,782,588			3,527,576
Earnings in excess of dividends		110,568			192,843
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(29,202	)		(29,916	)

Total stockholders’ equity		3,862,445			3,688,993

Noncontrolling interests:
Common Units of the Operating Partnership		353,572			563,212
Property partnerships		5,660			6,900

Total equity		4,221,677			4,314,757

Total liabilities and equity	$	10,871,936		$	10,917,476

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)


	Three months ended March 31,
	2009			2008
	(in thousands, except for per share amounts) (unaudited)
Net income available to common shareholders	$	44,598		$	84,482

Add:
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership		401			3,413
Noncontrolling interest - common units of Operating Partnership		7,531			11,441
Preferred distributions on noncontrolling interest - redeemable preferred units of the Operating Partnership		990			905
Noncontrolling interests in property partnerships		510			625
Less:
Gains on sales of real estate		2,795			23,438
Income from unconsolidated joint ventures		5,097			1,042


Income before income from unconsolidated joint ventures, gains on sales of real estate and income attributable to noncontrolling interests		46,138			76,386

Add:
Real estate depreciation and amortization (2)		108,231			77,619
Income from unconsolidated joint ventures		5,097			1,042
Less:
Noncontrolling interests in property partnerships’ share of funds from operations		1,060			1,111
Preferred distributions on noncontrolling interest - redeemable preferred units of the Operating Partnership		990			905


Funds from operations (FFO)		157,416			153,031

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		22,569			22,286

Funds from operations available to common shareholders	$	134,847		$	130,745

Our percentage share of funds from operations - basic		85.66	%		85.44	%

Weighted average shares outstanding - basic		121,256			119,536

FFO per share basic	$	1.11		$	1.09

Weighted average shares outstanding - diluted		122,929			122,483

FFO per share diluted	$	1.11		$	1.08

(1)

Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently.

(2)

Real estate depreciation and amortization consists of depreciation and amortization from the Consolidated Statements of Operations of $77,370 and $74,671, our share of unconsolidated joint venture real estate depreciation and amortization of $31,376 and $3,263, less corporate-related depreciation and amortization of $515 and $315 for the three months ended March 31, 2009 and 2008, respectively.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	March 31, 2009		December 31, 2008
Greater Boston	92.5	%	92.9	%
Greater Washington, D.C.	96.3	%	96.1	%
Midtown Manhattan	98.0	%	98.4	%
Princeton/East Brunswick, NJ	82.4	%	83.8	%
Greater San Francisco	92.6	%	92.8	%

Total Portfolio	94.3	%	94.5	%


	% Leased by Type
	March 31, 2009		December 31, 2008
Class A Office Portfolio	94.9	%	95.2	%
Office/Technical Portfolio	81.9	%	81.9	%

Total Portfolio	94.3	%	94.5	%